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O-97-51
ORDINANCE NO. 0 -97- 51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -1 PUBLIC LANDS DISTRICT Published in pamphlet form this 1st day of December 1997 by the President and Board of Trustees of Deerfield. JKS 157510 . I October 3, 1997 ORDINANCE NO. 0 -97- 51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -1 PUBLIC LANDS DISTRICT WHEREAS, pursuant to Ordinance No. 93 -13, the Village of Deerfield classified the Subject Property, as legally described in Exhibit A attached hereto and made a part hereof, in the P -1 Public Lands District and issued a Special Use permit authorizing the use of said premises for a commuter rail station; and WHEREAS, the Commuter Rail Division of the Regional Transportation Authority and Deerfield Associates, L.L.C. (collectively, the "Applicant ") have submitted a Plat of Subdivision for consideration by the Plan Commission of the Village of Deerfield which divides the Subject Property into Lots 1, 2, 3, 4, 5, 6 and 7; and WHEREAS, the Plan Commission of the Village of Deerfield has heretofore held a public hearing on the application of the Applicant for the classification of proposed Lots 1, 2, 3, 4 and 6 in the C -2 Outlying Commercial District, and to authorize the development and use of Lots 1, 2, 3, 4 and 6 for a Special Use Planned Development to include and permit a building supply store, including seasonal outdoor sales and outdoor display of merchandise, and two restaurants in accordance with Articles 5.02 -C,8, 5.02 -C, l,d and 5.02 -C, l,i of the Zoning Ordinance of the Village of Deerfield; and WHEREAS, the Plan Commission has also heretofore held a public hearing on the application of the Applicant to authorize a Special Use in the P -I Public Lands District for the development and use of Lot 5 as a permanent commuter rail station in accordance with Articles 7.02 -C and 13.11 of theLZoning Ordinance of the Village of Deerfield; and WHEREAS, said hearing was held pursuant to duly published notice thereof and was in all — respects held according to law; and WHEREAS, the Plan Commission of the Village of Deerfield considered and reviewed the evidence adduced, including those exhibits listed on and attached hereto and made a part hereof as Exhibit B, and thereafter, the Plan Commission made written findings of fact and recommended that said Special Use of said real estate for a building supply store, including seasonal outdoor sales and outdoor display of merchandise, two restaurants, and a permanent commuter rail station be granted, subject to certain conditions and restrictions hereinafter set forth; and WHEREAS, the President and Board of Trustees of the Village of Deerfield have determined that the best interests of the Village will be served by the classification of Lots 1, 2, 3, JKS 1575 10 . 1 October 3, 1997 ORDINANCE NO. 0-97-51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -1 PUBLIC LANDS DISTRICT 4 and 6 of the Subject Property in the C -2 Outlying Commercial District as recommended by the Plan Commission; and WHEREAS, the President and Board of Trustees of the Village of Deerfield have determined that the best interests of the Village will be served by the authorization and granting of said Special Uses in accordance with the plans and exhibits presented by Applicant and marked as Exhibit B and attached hereto and made a part hereof. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS AS FOLLOWS: SECTION That the Zoning Map of the Village of Deerfield included and made a part ONE: of the Village Zoning Ordinance passed April 17, 1978, as amended, is hereby further amended by zoning and classifying Lots 1, 2, 3, 4 and 6, as set forth in the Plat of Subdivision attached hereto and made a part hereof as Exhibit C, to the C -2 Outlying Commercial District. SECTION That the Final Plat of Subdivision attached hereto is hereby approved. TWO: SECTION That the President and Board of Trustees do hereby affirmatively find that THREE: the Special Uses, as hereby auinorized, fully comply with the requirements and standards set forth in the applicable provisions of the Village Zoning Ordinance, and the Special Uses of the Subject Property, as and for a building supply store, including seasonal outdoor sales and outdoor display of merchandise between April 1 st and July 15th and between Thanksgiving Day and December 31st, a restaurant as specifically proposed and concept approval of a second future restaurant, and a permanent commuter rail station as set forth on Exhibit B, submitted by Applicant, be and the same is hereby authorized and approved subject to the following conditions: JKS 157510 . 1 October 3, 1997 2 ORDINANCE NO. 0 -97- 51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -1 PUBLIC LANDS DISTRICT (A) That all use, construction and development shall be in accordance with Exhibit B attached hereto and made a part hereof, all other documentary and exhibit filings made pursuant to Planned Unit Development Procedures as set forth in Article 12.09 of the Village Zoning Ordinance, the terms of this Ordinance, and all representations by the Applicant to the Plan Commission and President and Board of Trustees. (B) That prior to the construction of a second restaurant as proposed, Applicant shall present the proposal at a public hearing before the Plan Commission, and thereafter, the Corporate Authorities for a review of the proposed restaurant use to determine compliance with all aspects of the Final Development Plan. The Corporate Authorities may impose such restrictions as they deem appropriate at that time. (C) That except to the extent specifically modified hereby, the provisions of Ordinance 96 -13 shall remain in full force and effect. SECTION That in connection with the approval of the above - described Special Use FOUR: the. Applicant is granted (i) a parking variation to permit parking stalls of 8.5 feet in width in the portion of the parking lot dedicated to serve the commuter rail station, and (ii) signage modifications to permit the signage as depicted in the materials submitted by Applicant as item (v) of Exhibit B. SECTION That any violation of any of the conditions hereinabove set forth shall FIVE: authorize the revocation of the Amendment to Special Use hereby authorized. SECTION That the Village Clerk is hereby directed to publish this Ordinance in SIX: pamphlet form and see to its recordation and the recordation of the Plat of Subdivision in the office of the Recorder of Deeds of Cook County, Illinois at Applicant's expense. JKS 157510 . 1 October 3, 1997 ORDINANCE NO. 0 -97- 51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -1 PUBLIC LANDS DISTRICT SECTION That this Ordinance shall be in full force and effect from and after its SEVEN: passage, approval and publication as provided by law. AYES: Ehlers, Rosenthal, Seidman, Swanson, Swartz (5) NAYS: None (0 ) ABSENT: None (0 ) PASSED: This 1 st day of APPROVED: This 1st day of RECUSED: Heuberger;(1) December A.D., 1997. December A.D., 1997. ATTEST: C1 . l . 1 `il A JKS 157510 . 1 Octobcr 3, 1997 4 :q. 9 3 } STATE OF ILLINOIS ) 6 ) COUNTIES OF LAKE AND COOK ) SS p VILLAGE OF DEERFIELD ) i Iv N Q:--; 1 87348 1 Page 1 of 157 617010081 82 001 1998 -03 -09 10:39:9 Cook County Recorder 333.50 o The undersigned hereby certifies that he is the duly appointed Village Clerk of the Village of Deerfield,, Lake and Cook Counties, Illinois, and that the attached is a true and accurate copy of Ordinance No. 0 -97 -51 entitled "An Ordinance Amending the Zoning Map and Approving Special Uses in C -2 Outlying Commercial District and P -1 Public Lands District" M� as appears in the records and files of the office of the Village Clerk. Dated this February 18, 1998 ROEILRT D. FRANZ, Village Clerk SEAL Submitted by: Village of Deerfield 850 Waukegan Road Deerfield, IL 60015 rte. �•r I { Doc. # 98183481 Page 2 of 1 g 57 ORDINANCE NO. 0 -97- 51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -1 PUBLIC LANDS DISTRICT Published in pamphlet form this 1st day of December , 1997 by the President and Board of Trustees of Deerfield. JKS 157510 . 1 October 3, 1997 f ORDINANCE NO. 0 -97- 51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING ��3��" COMMERCIAL DISTRICT AND P -1 PUBLIC LANDS DISTRICT 41 _ A�A �rrr777{ ,F WHEREAS, pursuant to Ordinance No. 93-13, the Village of Deerfield classified. the Subject Property, as legally described in Exhibit A attached hereto and made a part hereof, in the P -1 Public Lands District and issued a Special Use permit authorizing the use of said premises for a commuter rail station; and WHEREAS, the Commuter Rail Division of the Regional Transportation Authority and Deerfield Associates, L.L.C. (collectively, the "Applicant ") have submitted a Plat of Subdivision for consideration by the Plan Commission of the Village of Deerfield which divides the Subject Property into Lots 1, 2, 3, 4, 5, 6 and 7; and WHEREAS, the Plan Commission of the Village of Deerfield has heretofore held a public hearing on the application of the Applicant for the classification of proposed Lots 1, 2, 3, 4 and 6 in the C -2 Outlying Commercial District, and to authorize the development and use of Lots 1, 2, 3, 4 and 6 for a Special Use Planned Development to include and permit a building supply store, including seasonal outdoor sales and outdoor display of merchandise, and two restaurants in accordance with Articles 5.02 -C,8, 5.02 -C, l,d and 5.02 -C, l,i of the Zoning Ordinance of the Village of Deerfield; and WHEREAS, the Plan Commission has also heretofore held a public hearing on the application of the Applicant to authorize a Special Use in the P -1 Public Lands District for the development and use of Lot 5 as a permanent commuter rail station in accordance with Articles 7„02 -C and 13.11 of the,,.Zoning Ordinance of the Village of Deerfield; and WHEREAS, said hearing was held pursuant to duly published notice ffic,-eof and was in all — respects held according to law; and WHEREAS, the Plan Commission of the Village of Deerfield considered and reviewed the evidence adduced, including those exhibits listed on and attached hereto and made a part hereof as Exhibit B, and thereafter, the Plan Commission made written findings of fact and recommended that said Special Use of said real estate for a building supply store, including seasonal outdoor sales and outdoor display of merchandise, two restaurants, and a permanent commuter rail station be granted, subject to certain conditions and restrictions hereinafter set forth; and WHEREAS, the President and Board of Trustees of the Village of Deerfield have determined that the best interests of the Village will be served by the classification of Lots 1, 2, 3, IKS 157510 . 1 October 3, 1997 Doc. # 98183481 Page 3 of 157 ORDINANCE NO. 0-97-51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -I PUBLIC LANDS DISTRICT 4 and 6 of the Subject Property in the C -2 Outlying Commercial District as recommended by the Plan Commission; and WHEREAS, the President and Board of Trustees of the Village of Deerfield have determined that the best interests of the Village will be served by the authorization and granting of said Special Uses in accordance with the plans and exhibits presented by Applicant and marked as Exhibit B and attached hereto and made a part hereof. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS AS FOLLOWS: SECTION That the Zoning Map of the Village of Deerfield included and made a part ONE: of the Village Zoning Ordinance passed April 17, 1978, as amended, is hereby further amended by zoning and classifying Lots 1, 2, 3, 4 and 6, as set forth in the Plat of Subdivision attached hereto and made a part hereof as Exhibit C, to the C -2 Outlying Commercial District. SECTION That the Final Plat of Subdivision attached hereto is hereby approved.. TWO: SECTION That the President and Board of Trustees do hereby affirmatively find that THREE: the Special Uses, as hereby authorized, fully comply with the requirements and standards set forth in ±he applicable provisions of the Village Zoning Ordinance, and the Special Uses of the Subject Property, as and for a building supply store, including seasonal outdoor sales and outdoor display of merchandise between April 1 st and July 15th and between Thanksgiving Day and December 31 st, a restaurant as specifically proposed and concept approval of a second future restaurant, and a permanent commuter rail station as set forth on Exhibit B, submitted by Applicant, be and the same is hereby authorized and approved subject to the following conditions: Doc. # 98183481 Page 4 of 157 JKS 157510 . 1 October 3, 1997 2 ORDINANCE NO. 0 -97- 51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -1 PUBLIC LANDS DISTRICT (A) That all use, construction and development shall be in accordance with Exhibit B attached hereto and made a part hereof, all other documentary and exhibit filings made pursuant to Planned Unit Development Procedures as set forth in Article 12.09 of the Village Zoning Ordinance, the terms of this Ordinance, and all representations by the Applicant to the Plan Commission and President and Board of Trustees. (B) That prior to the construction of a second restaurant as proposed, Applicant shall present the proposal at a public hearing before the Plan Commission, and thereafter, the Corporate Authorities for a review of the proposed restaurant use to determine compliance with all aspects of the Final Development Plan. The Corporate Authorities may impose such restrictions as they deem appropriate at that time. (C) That except to the extent specifically modified hereby, the provisions of Ordinance 96 -13 shall remain in full force and effect. SECTION That in connection with the approval of the above - described Special Use FOUR: the Applicant is granted (i) a parking variation to permit parking stalls of 8.5 feet in width in the portion of the parking lot dedicated to serve the commuter rail station, and (ii) signage modifications to permit the signage as depicted in the materials submitted by Applicant as item (v) of Exhibit B. SECTION That any violation of any of the conditions hereinabove set forth shall FIVE: authorize the revocation of the Amendment to Special Use hereby authorized. SECTION That the Village Clerk is hereby directed to publish this Ordinance in SIX: pamphlet form and see to its recordation and the recordation of the Plat of Subdivision in the office of the Recorder of Deeds of Cook County, Illinois at Applicant's expense. JKS 157510 . 1 October 3, 1997 3 Doc. # 98183481 Page 5 of 157 ORDINANCE NO. 0 -97 -51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -I PUBLIC LANDS DISTRICT SECTION That this Ordinance shall be in full force and effect from and after its SEVEN: passage, approval and publication as provided by law. AYES: Ehlers, Rosenthal, Seidman, Swanson, Swartz (5) NAYS: None (0 ) ABSENT: None (0 ) PASSED: This 1 s day of APPROVED: This 1st day of ATTEST: RECUSED: December December Doc. # JKS 157510 . I October 3, 1997 4 Heuberger.(1) —A.D., 1997. A.D., 1997. W • • It 98183481 Page 6 of 157 PI-11 EXHIBIT "A" Lots 1 through 7 in the Deerfield Depot Subdivision, being a subdivision of part of the Northwest Quarter of Section 4, Township 42 North, Range 12 East of the Third Principal Meridian, in Cook County, Illinois. Doc. # 98183481 Page 7 of 157 EXHIBIT "B" 14, Development Agreement dated February 2, 1998. DO C.# 98183481 Page 8 of 157 DEVELOPMENT AGREEMENT Deerfield Associates THIS DEVELOPMENT AGREEMENT ( "Agreement ") is executed by and between the VILLAGE OF DEERFIELD, an Illinois municipal corporation ( "Village ") and DEERFIELD ASSOCIATES, L.L.C., an Illinois limited liability coappany ( "Developer "), as of the 2nd day of February , 1998. RECITALS: WHEREAS, the Commuter Rail Division of the Regional Transportation Authority ( "Metra ") holds legal title to a certain a parcel of land which is currently improved with a temporary Metra train station and accessory public parking and is commonly known as the Metra Lake -Cook Station, Deerfield, Illinois, which encompasses an area of approximately 24.5 acres (excluding the unincorporated Metra right -of -way) and which is legally described on Exhibit "A" attached hereto and made a part hereof ( "Property "); and WHEREAS, the Property is currently zoned P -1, Public Lands District and Special Use for a commuter railroad station and Developer and Metra intend to presently improve the Property with a large retail store, two restaurants, a permanent commuter railroad station, a future retail or restaurant use and various other improvements and uses attendant to, and in support of, these uses; and r 1032/280689 -14 12/3/97 11:46 AM Doc. # 98183481 Page 9 of 157 WHEREAS, as a home rule unit of government under Section 6(a), Article VII of the 1970 Constitution of the State of Illinois ( "State "), the Village has the authority to promote the public health, safety, and welfare of the Village and its inhabitants, to encourage private development in order to enhance the local tax base, create employment opportunities and to enter into contractual agreements with private parties in order to achieve these goals; and WHEREAS, the Village is authorized under the provisions of the Tax Increment Allocation Redevelopment Act, 65 II.CS 5/11- 74.4 -1 et seq., as amended from time to time ( "Act "), to finance projects through the use of tax increment allocation financing for redevelopment projects; and WHEREAS, to stimulate and induce redevelopment pursuant to the Act, the Village, after giving all notice required by law and after conducting all public hearings required by law, on June 7, 1982, adopted the following ordinances: (a) Ordinance 0 -82 -32 adopting and approving a Tax Increment Redevelopment Plan and a Redevelopment Project (the "TIF Redevelopment Plan") in the Village of Deerfield, Illinois, and (b) Ordinance 0 -82 -33 Designating a Redevelopment Project Area and Adopting Tax Increment Allocation Financing in the Village of Deerfield, Illinois (collectively, the "TIF Ordinances ") covering that certain redevelopment project area ( "Redevelopment Project Area ") legally described in Exhibit "B" attached hereto which Redevelopment Project Area includes the Property; and 1032/280689 -14 12/5/97 11:46 AM ,I I 2 Doc. # 98183481 Pagel 0 of 157 1 WHEREAS, Developer has entered into a Purchase Agreement to acquire a portion of the Property ( "Developer Property ") from Metra; provided, however, the Developer's obligation to purchase the Developer Property and to develop the Property is conditioned upon, among other matters, the adoption of an ordinance authorizing the execution and delivery of a Development Agreement between the Village and Developer, which Development Agreement shall authorize the disbursement of up to $500,000.00 to reimburse Developer for a portion of those eligible redevelopment project costs (as defined in the Act, "Redevelopment Project Costs ") described in Exhibit "C ", a copy of which is attached hereto and made a part hereof; and WHEREAS, in accordance with the terms and provisions of the Act, the Village heretofore has sought to achieve the redevelopment and improvement of the Property by its prior inclusion in a district ( "TTF District ") established for TIF funding; and WHEREAS, pursuant to the terms of the Village Zoning Ordinance, the Developer has submitted to the Village an application for certain approvals including: (i) authorization of a Special Use /Planned Unit Development; (ii) rezoning of the commercial portions of the Property from P -1 Public Lands District to C -2 Outlying Commercial District; 1032/280689-14_ 12/5/97 11:46 AM 3 I Doc. L 98183481 Page 11 of 157 (iii) a text amendment to include a building supply store as a Special Use in the C -2, Outlying Commercial District when part of a Planned Unit Development; (iv) a Special Use for a building supply store; (v) a Special Use for two (2) restaurants; (vi) an amendment to a previously granted Special Use for a commuter railroad station to permit a permanent commuter railroad facility in the P -1 Public Lands District; (vii) approval of a conceptual plan for a future retail or restaurant use; (viii) approval of a final development plan ( "Final Development Plan") which includes a Home Depot Store, one restaurant (Macaroni Grill), a conceptual approval for a second restaurant, a permanent commuter railroad station and a retail or restaurant building; (ix) a plat of subdivision; and (x) approval of all variations, modification, or amendments necessary to implement the Final Development Plan, including signage that is a part thereof; and 1032/280689 -14 12/5/97 11:46 AM 4 Doc. # 98183481 Page 12 of 157 ' WHEREAS, upon acquisition of the Developer Property ( "Acquisition "), Developer purposes to cause the commencement and completion of the project ( "Project "), as more particularly described in the Final Development Plan; and WHEREAS, due and proper notice having been given, the Village Plan Commission ( "Plan Commission ") conducted a public hearing relative to the subject matter of the Developer's application; and WHEREAS, the Village President and Board of Trustees ( "Village Board "), having reviewed the report and recommendation of the Plan Commission, granted the Developer's request for Preliminary Plan Approval on May 19, 1997; and WHEREAS, the Plan Commission has issued its recommendation for approval based upon the plans, schedules, specifications and other documents Developer has submitted comprising its Final Development Plan; and WHEREAS, the Village Board has reviewed the Final Development Plan and has adopted or, contemporaneously with the adoption of this Agreement, will adopt all necessary ordinances, passed all necessary motions, and otherwise granted all necessary approvals, including: (a) rezoning the commercial portions of the Property from P -1 Public Lands District to C -2, Outlying Commercial District; (b) adopting a text amendment to the Village Zoning Ordinance which will add "building supply store" to the list of allowed Special Uses in the C -2, 1032/280689 -14 12/5/97 11:46 AM 5 Doc. # 98183481 Page 13 of 157 J Outlying Commercial District; (c) authorizing a Special Use for a Planned Unit Development and also approve the Planned Unit Development and the Final Development Plan, which includes the adoption of the components of the Final Development Plan [The components of the Final Development Plan shall include the following: a commuter rail station and ancillary parking area (with provision for a certain amount of retail space inside of the rail station), a building supply store (including outdoor display and sales areas, both permanent and temporary), a free- standing restaurant (Macaroni Grill), concept approval for a free - standing retail or restaurant building, concept approval for a further restaurant and any variations and /or modifications necessary to allow this Project to be built as proposed]; (d) approving the signage plan and all variations, modification, or amendments necessary to implement such signage plan; and (e) approving a plat of subdivision (which shall designate all proposed dedications and vacations). A copy of the authorizing ordinance and all documents evidencing approval are collectively attached hereto as Exhibit "D"; and WHEREAS, this Agreement has been reviewed by the Village Director of Community Development, the Village Engineer and the Plan Commission; and WHEREAS, the Village previously adopted the Deerfield Development Code ( "Development Code ") which requires that the Village and a developer enter into a development agreement relative to certain types of development of properties located within the Village such as the development proposed by the Developer for the Property; and I Doc. # 98183481 Page 14 of 157 1032/280689 -14 12/3/97 11:46 AM 6 I � WHEREAS, the parties now desire to enter into this Development Agreement, pursuant to the applicable provisions of the Development Code, for the purposes set forth in the Development Code and to achieve the objectives of the TIF Redevelopment Plan created pursuant to the Act; and NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: AGREEMENTS 1. Incorporation of Recitals. The recitals set forth above are incorporated herein as if fully set forth. 2. Designation of Developer. The Village hereby designates Developer as the exclusive developer for the Property. The Village hereby represents and warrants to Developer that the Village has taken all necessary actions and has complied with all requirements imposed by law including, but not limited to, the requirements of Section 5/11- 74.4 -4(c) of the Act, required to be taken and met prior to the designation of Developer as the exclusive developer for the Property. 1031/280689 -14 12/5/97 11:46 AM 7 98183481 Page 15 of 157 J 3. Final Development /Improvement Plan. A. Identification of Final Development Plan. For purposes of this Agreement, the "Final Development Plan" shall consist of the documents submitted by the Developer, as identified in, and approved by the Village President and the Village Board, pursuant to Ordinance No. 0-97-51 For identification purposes, a schedule of documents comprising the Final Development Plan is attached hereto and made a part hereof as Exhibit "E". B. Final Improvement Plan Approved. In accordance with Section 3 -101 -B of the Development Code, the Developer has provided to the Village Engineer and the Village Director of Community Development copies of its Final Improvement Plan as part of its Final Development Plan. The term "Final Improvement Plan" shall mean only those documents and /or plans, or those specific parts of documents and /or plans, listed in the attached Exhibit "E" that depict, describe or illustrate the private improvements to be constructed by the Developer as part of its Final Development Plan. The Village Engineer and the Village Director of Community Development have reviewed said Final Improvement Plan and they have provided to the Plan Commission and the Village Board a letter indicating their recommendations regarding the Final Improvement Plan. The Village Engineer has provided the Plan Commission and the President of the Village Board with a letter indicating receipt and approval of all the appropriate final engineering plans and verifying that the documents granting any required easements are satisfactory 1032/280689 -14_ 12/5/97 11:46 AM 8 Doc. # 98183481 Page 16 of 157 for the purposes for which they are'required and approved. Said engineering plans are identified as a part of Exhibit "E". 4. Site Development Schedule. In accordance with Section 3- 102- B(4)(a) of the Development Code, the development of the Property will proceed substantially in accordance with the development schedule attached hereto and made a part hereof as Exhibit 'T". Pursuant to the terms of Section 4 -102 of the Development Code, the Village hereby approves the development schedule set forth on the attached Exhibit 'T". Within thirty (30) days following the date when the Village has issued to the Developer all building permits necessary to cause the commencement of the construction of the improvements, the Developer shall cause the commencement of the construction of the improvements. The parties recognize and acknowledge that the development schedule is subject to variables such as strikes, lock -outs, labor troubles, inability to procure materials, failure of power, riots, insurrection, war, military or usurped power, sabotage, unusually severe weather, fire or other casualty or other reason, (but excluding inadequacy of insurance proceeds, financial inability or the lack of suitable financing), or other matters like or unlike the foregoing which is beyond the reasonable control of Developer, its contractors, subcontractors or material suppliers ( "Unavoidable Delays "). 5. Development /Improvement Details. Pursuant to Section 3- 102- B(4)(b) of the Development Code, all proposed improvements, both public and private, are depicted and detailed on the Final Improvement Plan and /or as set forth below. All easements necessary for the installation and maintenance of said improvements shall be described in the Deerfield Depot 1032/280689 -14_ 12/5/97 11:46 AM 9 Doc. # 98183481 Page 17 of 157 Reciprocal Easement and Operating Agreement ( "REOA Agreement ") by and between Metra and Developer. The REOA Agreement shall provide for, among other matters, the provision of services from one portion of the Property to another, the allocation, collection and payment of shared expenses and provided services, and maintenance. The REOA Agreement, which is in form and substance satisfactory to the Village, has been approved by the Village and will be recorded in the Office of the Cook County Recorder of Deeds. 6. Approval Conditions. Requirements and Exceptions. The Village hereby agrees that the Developer shall be obligated to comply with Section 4 -103 of the Development Code. Pursuant to Section 3- 102- B(4)(d) of the Development Code, all conditions, requirements and variations necessary to construct the improvement described in the Final Improvement Plans are hereby or have been previously granted, approved or agreed to by the Village, as contemplated by the Planned Unit Development and Final Development Plan. Relative thereto, please note the following: A. Seasonal, outdoor displays and sale of merchandise shall only be permitted in conjunction with the building supply store. The seasonal outdoor sales area shall be located as depicted on the Final Development Plan and in conformance with all representations made before the Plan Commission and the Village Board. The use of the designated area for seasonal, outdoor displays and sale of merchandise shall commence on April 1 of each year and end on July 15 of each year and recommence on I 1032/280689 -14 12/5/97 11:46 AM 10 Doc. # 98183481 Page 18 of 157 I Thanksgiving Day of each year and end on December 31 of such year. When the designated area is not being used for seasonal outdoor sales, it shall be restored to use as a parking area. The outdoor display of merchandise adjacent to the front of the building supply store shall be restricted to those areas as designated on the Final Development Plan. Merchandise displayed in such designated area may not block the sidewalk area so as to impede pedestrians or create fire or safety hazards. B. Utilization of the area designated as the "commuter parking area" for overflow parking from the building supply store and the three outlot parcels (which outlot parcels shall consist of the Macaroni Grill, the conceptually approved restaurant, and the conceptually approved restaurant or retail use) shall be restricted to the following time periods: (i) 11:00 a.m. to 5:00 a.m. Monday through Friday, and (ii) from 10:00 a.m. on Saturday through 5:00 a.m. on Monday. Overflow parking in the commuter parking area shall not be permitted on July 2, July 3 and July 4 of each year and up to four (4) additional days each year, such days to be designated by Metra. During the hours when overflow parking is permitted in the commuter parking lot, the gate located between the 1032/280689 -14_ 12/5/97 11:46 AM 11 I Doc. # 98183481 Page 19 of 157 U commuter parking area and the building supply store parking area may be opened to allow parking as provided in this Paragraph. C. Only those trucks being used by customers of the building supply store shall be permitted to park in the parking area in front of the building supply store. At no time shall any non - customer trucks be parked in the parking area in front of the building supply store. All deliveries to the building supply store will be made via the appropriate areas. No truck waiting to un -load will be permitted in the parking area in front of the building supply store. No trucks or other vehicles will be permitted to park for any purpose in any designated "Fire Lane." D. Developer hereby authorizes the Village, or its designee, to come on to the Property (including that portion of the Property occupied by the Metra station and the commuter parking area) for purposes of conducting such water flow and other tests and examinations as the Village deems necessary with respect to operational condition of the fire hydrants servicing the Property. 7. Performance Guaranty. As security for the completion of the improvements (collectively, the "Letter of Credit Improvements ") enumerated in this Paragraph 7, Developer shall deliver: (i) to Village, in the form attached hereto as Exhibit "G" and made a part hereof, I 1032/280689 -14 12/5197 11:46 AM 12 Doc. # 98183481 Page 20 of 157 and otherwise satisfactory to the Village, a letter of credit ( "Village Letter of Credit "), in an amount ( "Village LOC Amount ") as calculated in Paragraph 7.A; and (ii) to Metra, a letter of credit or other form of security ( "Metra Letter of Credit "), in an amount ( "Metra LOC Amount ") as calculated in Paragraph 7.A. Those Letter of Credit Improvements secured by the Village Letter of Credit shall be referred to herein as the "Village Portion of the Letter of Credit Improvements" and the remainder of the Letter of Credit Improvements, which shall be secured by the Metra Letter of Credit, shall be referred to herein as the " Metra Portion of the Letter of Credit Improvements." The Letter of Credit Improvements consist of the following: (i) access roadway as depicted on the Final Development Plans; (ii) access roadway intersection; (iii) sidewalks and curbs; (iv) grading; (v) erosion and sediment controls; (vi) utility facilities located on the Property which will include the following: water mains, storm sewer, and sanitary sewer; 1032/280689 -14 12/5/9711:46AM 13 1 Doc. # 98183481 Page 21 of 157 d (vii) landscaping; r (viii) lighting (ix) parking lot and all paved areas (including striping); . (x) traffic signal; (xi) retaining wall; and (xii) Metra Station improvements. A. Amount of the Letters of Credit. The Village and Developer acknowledge and agree that the estimated cost of the Village Portion of the Letter of Credit Improvements is $1,777,283.50 and the estimated cost of the Metra Portion of the Letter of Credit Improvements is $2,143,216.50. The Village LOC Amount shall be an amount equal to the product which results from multiplying by 1.25 the result of the following equation: the sum of (i) the estimated cost of all of the Village Portion of the Letter of Credit Improvements set forth in this Section 7 lLus (ii) an amount equal to 10 % of the estimated cost of the Village Portion of the Letter of Credit Improvements (which shall be allocated for contingencies) less (iv) $500,000. The Metra LOC Amount shall be an amount equal to the product which results from multiplying by 1.20 the estimated cost 1032/280689 -14 12/5/97 11:46 AM 14 Doc. # 98183481 Page 22 of 157 of the Metra Portion of the Letter of Credit Improvements. Developer shall deliver to Village such documentary proof of the existence of any Metra Letter of Credit or other form of security running in favor of Metra or Cook County as the Village shall reasonably request. B. Inspecting Engineer. Pursuant to Section 4 -106 of the Development Code, the parties have jointly designated the firm of Gewalt Hamilton Associates, Inc. as the registered professional engineering firm designated as the "Inspecting Engineer" in order to ensure the development of the Project complies with the approved Final Improvement Plan, the Village Standards and Specifications Manual and this Agreement. The Inspecting Engineer shall invoice the Village for services rendered and the Village shall pay said invoices from the TIF Funds (as described in Section 8). C. Reduction/Release. of Village Letter of Credit. Upon completion of any Village Portion of the Letter of Credit Improvements, Developer may request ( "Reduction Request ") that the Village reduce the Village LOC Amount. Each Reduction Request shall set forth the amount of the Reduction Request and the specific Village Portion of the Letter of Credit Improvements for which a reduction is sought. Each Reduction Request shall be accompanied by a certificate from the Inspecting Engineer that such Village Portion of the Letter of Credit Improvements has been fully and satisfactorily completed. Each such Reduction Request will include, but shall not be limited to, all appropriate contractor and /or subcontractor lien waivers for the work performed and 1032/280689 -14_ 12/3/97 11:46 AM 15 Doc. # 98183481 Page 23 of 157 i materials supplied for the specific improvements together with such invoices, bills, contracts, or documentation as the Village shall reasonably request to evidence completion of the Letter of Credit Improvement. Upon receipt of Reduction Request, the Village Engineer shall either approve or disapprove such request and, if disapproved, to provide Developer in writing with a detailed explanation why such reduction may not be granted and the specific corrections necessary to conform with the Final Improvement Plan in order to approve the Requested Reduction. Upon completion of a Village Portion of the Letter of Credit Improvements and approval of the associated Reduction Request, the Village LOC Amount shall be reduced by an amount equal to 100% of the cost of completion of such Village Portion of the Letter of Credit Improvements as reflected in the approved Reduction Request; provided, however, that the Village LOC Amount may not be reduced so that the Village LOC Amount is less than 10 % of the original Village LOC Amount (except in connection with the final release of the Village Letter of Credit as herein provided). The Village Letter of Credit, in an amount equal to 10% of the original Village LOC Amount, shall remain in full force and effect as security for the performance of Developer's obligations under this Agreement for a period of one (1) calendar year commencing on the date of the Village Engineer's recommendation (pursuant to the Inspecting Engineer's certification of the final completion of the Village Portion of the Letter of Credit Improvements) to the Village Board, by whose motion or resolution shall accept the Letter of Credit Improvements. On the one year anniversary of the Village Board's acceptance, or as 1032/280689 -14 12/5/97 11:46 AM 16 Doc. # 98183481 Page 24 of 157 soon as reasonably practical thereafter, the Village Engineer shall approve the final release of the Village Letter of Credit. 8. Tax Increment Financing. A. Payment of TIF Funds. In order to further the redevelopment of the Property and as an inducement to Developer to develop the Property, the Village agrees to provide financial assistance to Developer in the form of reimbursement in accordance with this Section 8 for approved Redevelopment Project Costs (as set forth in Exhibit "C ") incurred by Developer in an amount not to exceed $500,000 (:'TIF Funds ") which Redevelopment Project Costs shall include any funds paid to the Inspecting Engineer as provided in Section 7 hereof. Developer shall advance (and, in certain instances, has advanced) costs for Redevelopment Project Costs. TIF Funds allocated to assist the Developer in the completion of certain specific on -site and off -site improvements to the Property as particularly identified in Exhibit "C". B. Funding of Improvements. The Developer has submitted to the Village, and the Village hereby approves specific funding commitments for, identified improvements to the Subject Property as specifically set forth on the schedule attached as Exhibit "C" hereto and made a part hereof. 1032/280689 -14_ 12/3/97 11:46 AM I - I Doc. # 98183481 page 25 of 157 j 17 i C. Disbursement Procedures. To establish a right of reimbursement for a specific Redevelopment Project Cost, Developer shall submit to the Village a written statement ( "Request for Reimbursement ") setting forth the amount of the reimbursement requested and the specific Redevelopment Project Costs for which reimbursement is sought. Each Request for Reimbursement shall be accompanied by a certificate from the Inspecting Engineer that the particular Redevelopment Project Cost item has been fully and satisfactorily completed. Each such Request for Reimbursement will include, but shall not be limited to, all appropriate contractor and /or subcontractor lien waivers for the work performed and materials supplied for the specific improvements together with such invoices, bills, contracts, or documentation as the Village shall reasonably request to evidence the right of Developer to reimbursement under this Agreement. Upon receipt of Request for Reimbursement, the Village Engineer shall, within a reasonable time thereafter, either approve or disapprove such request and, if disapproved, to provide Developer in writing with a detailed explanation as to which such Request for Reimbursement is disapproved. The Village shall, within a reasonable time after the submission of a Request for Reimbursement, effect the reimbursement to Developer out of tax increment funds available to the- Village. For purposes of this Agreement, "Redevelopment Project Costs" shall mean and include all costs defined as "redevelopment project costs" in Section 5/11- 74.4 -3(q) of the Act (as now or hereafter provided) and which are eligible for reimbursement under the Act. 1032/280689 -14_ 12/5/97 11:46 AM 18 I Doc. 98183481 Page 26 of 157 -J D. Cost Overruns. If the aggregate cost of the Project exceeds the maximum available TIF Funds, Developer shall be solely responsible for such excess costs and shall hold the Village harmless from any and all costs and expenses of completing the Project in excess of the TIF Funds. Notwithstanding, Developer shall be permitted, in its sole discretion, to reallocate the available TIF Funds among the line items, so long as the $500,000 maximum of TIF Funds is not exceeded. E. Failure to Complete. If Developer fails to complete the Project in accordance with the terms of this Agreement, the Village shall have the right to terminate this Agreement and cease disbursements of the TIF Funds not yet disbursed. Notwithstanding the foregoing, the Village agrees to notify, in writing, Developer as to the nature of the default and provide a thirty (30) day cure period within which any one or more of the parties receiving said notice may cure said default or demonstrate to the satisfaction of the Village its ability to do so in a timely manner in which case this Agreement will continue to be performed in accordance with its terms. F. Real Estate Tax Provisions. Developer intends to cause the existing real estate tax parcels comprising the Property, other than the portions thereof owned by Metra, to be consolidated and then divided to substantially conform to individual portions of the Property as shown in the Final Developer Plan (each is called a "Tax Parcel "). Developer agrees that for the purposes of this Agreement, the total projected minimum assessed value of each Tax Parcel is shown on Exhibit "I" hereto (each called a 1032/280689 -14_ 12/3/97 11:46 AM 19 Doc. # 98183481 Page 27 of 157 Ii -- - "Minimum Assessment Value "), and that the annual real estate taxes anticipated to the generated and derived from the respective Tax Parcels are estimated as shown on Exhibit "I". Developer and the Village agree that the Property shall be assessed for general real estate tax purposes in the manner provided in the Illinois Compiled Statutes, as amended from time to time (collectively, the "Statutes "). Developer agrees that, subsequent to substantial completion of any improvement comprising the Project, it will not do any of the following with respect to that portion of the Property: (a) Neither apply for, seek, nor authorize any exemption from assessment; (b) Neither apply for nor seek to lower the assessed values below the Minimum Assessed Values; (c) Neither apply for nor seek any reclassification in order to reduce the amount of real estate taxes due; (d) Neither object to or in any way prevent the filing of a complaint seeking to increased the assessed value of the Property up to (but not above) the Minimum Assessed Values. I Doc. # 98183481 Page 28 of 157 1032/280689 -14 12/5/97 11:46 AM 20 \ J 3 G. Reciprocal Agreements. Prior to any disbursement of any TIF Funds, Metra and Developer will prepare and submit for the review and approval of the Village and its legal counsel the REOA Agreement between Metra and Developer, running with the land and binding upon successors, grantees and assigns, substantially in the form attached hereto as Exhibit "J" and incorporated herein by this reference, together with such other easement agreements, if any, necessary for the purpose of the continued maintenance and restoration of the Lake -Cook Road retaining wall, private streets, utilities and earth work to be constructed on the Property. The provisions of this Section 8 shall be binding on Developer and its transferees, shall be covenants running with the land which shall survive any earlier termination of this Agreement in perpetuity. Notwithstanding anything to the contrary contained in the foregoing, the provisions of this Section 8 shall not apply to any portion of the Property used as a commuter rail and transportation center which is retained by Metra or otherwise transferred to an entity which is exempt from the payment of real estate taxes under the Statutes. 9. Compliance with Other Rules and Regulations. Except as specifically provided herein, the development of the Property shall proceed in accordance with the ordinances described hereinabove and with applicable provisions of the Deerfield Municipal Code. 10. Remedies. Upon the occurrence of a breach of this Agreement, any party in a court of competent jurisdiction may obtain all appropriate relief, including, but not limited to, 1032/280689 -14 12/5/97 11:46 AM 21 Doc. # 98183481 Page 29 of 157 specific performance, injunction or damages. Notwithstanding the foregoing, before the failure of any party to perform its obligation under this Agreement may be considered a breach, the party claiming such failure shall notify, in writing, the party alleged to have failed to perform, and shall demand performance. No breach may be found to have occurred if performance has commenced to the reasonable satisfaction of the complaining party within thirty (30) days of receipt of such notice and if the failing party pursues diligently the curing of such failure. 11. Estoppel Certificate. Developer, Metra and their successors and assigns may request and obtain from the Village a letter of certificate, stating: (i) whether this Agreement and the ordinances and resolutions referred to herein are in full force and effect; (ii) which requirements of this Agreement and said ordinance and resolutions have been performed; (iii) that the Developer is not in default of its obligations under this Agreement and such ordinances, or, if Developer is in default, the nature and extent of such default; and, (iv) the nature and extent of any amendment or modification to this Agreement or such ordinances. 12. Mutual Assistance. The Parties agree to take such actions, including the execution and delivery of such documents, instruments, petitions and certifications (and, in the Village's case, the adoption of such ordinances and resolutions), as may be necessary or appropriate, from time to time, to carry out the terms, provisions and intent of this Agreement and to aid and assist each other in carrying out such terms, provisions and intent. Further, the Village agrees that it will not revoke or amend the Redevelopment Plan or the ordinances adopted by the Village relating to the Redevelopment Plan (except as any such ordinance may 1032/280689 -14 12/5/97 11:46 AM 22 Doc. # 98183481 Page 30 of 157 be amended or revoked, as expressly provided therein), the Project and this Agreement if such revocation or amendment would affect the redevelopment of the Property or the development of the Project in accordance with this Agreement without the prior written consent of Developer, which consent may be withheld in Developer's sole discretion. The Parties shall cooperate fully with each other in seeking from any or all appropriate governmental bodies (whether federal, state, county or local) any financial or other aid and assistance (including any necessary permits, entitlements and approvals) required or useful for the construction or improvement of property and facilities in and on the Property or for the provision of services to the Property, including, without limitation, grants and assistance for public transportation, roads and highways, water and sanitary sewage facilities and storm water drainage facilities. Subject to Developer's full compliance with all applicable ordinances, codes, rules and regulations of the Village applicable thereto, the Village agrees that it will issue all permits and approvals necessary for Developer's development of the Private Project provided that Developer submits all petitions and applications for such permits and approvals required under applicable Village ordinances, policies and regulations. Developer and the Village each agree to execute all documents and other instruments reasonably required by Developer's lender in connection with the development and construction of the Project. 13. Notices. All notices, elections and other communications between the parties hereto shall be in writing and shall be mailed by certified mail, return receipt requested, postage prepaid, or delivered personally to the parties at the following addresses, or to such other addresses as the parties by notice shall designate: 1032/280689 -14_ 12/3/97 11:46 AM 23 1 Doc. # 98183481 Page 31 of 157 If to the Village: Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015 Attention: Robert Franz, Village Manager With a copy to: Pedersen & Houpt 161 North Clark Street Suite 3100 Chicago, Illinois 60601 Attention: James K. Stucko If to the Developer: Deerfield Associates, L.L.C. c/o The Harlem -Irving Companies 4104 North Harlem Avenue Chicago, Illinois 60634 -1298 Attention: Michael Marchese /Richard Filler With a copy to: Rudnick & Wolfe 203 North LaSalle Street Chicago, Illinois 60601 Attention: Theodore J. Novak/David W. Norton 14. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. 15. Authority. Each party hereto represents and warrants to the other party that each has the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. I Doc. # 98183481 Page 32 of 157 1032/280689 -14 12/5/97 11:46 AM 24 16. Miscellaneous. A. Captions. The captions herein are inserted for the convenience of the parties and are not to be construed as an integral part of the Agreement. B. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Illinois. C. Severability. If any provision, covenant, agreement or portion of this Agreement is held invalid, such invalidity shall not affect the application or validity of such other provisions, covenants or portions of this Agreement. D. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and exhibits and is a full integration of the entire Agreement of the parties. The exhibits to this Agreement are expressly incorporated herein. E. Counterparts and Duplicate Original. This Agreement may be executed in any number of counterparts and duplicate originals, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. I Doc. # 98183481 Page 33 of 157 1032/280689 -14 12/5/97 11:46 AM 25 IN WITNESS WHEREOF, the parties have executed this Development Agreement as of the day and year first above written. . i • t . i vIA ,__. Villi4ye Clerk VILLAGE: VILLAGE OF DEERFIELD, an Illinois municipal corporation By: -- -- -0 qi;�� — ernard Forces , Village President DEVELOPER: DEERFIELD ASSOCIATES, L.L.C., an Illinois limited liability company By: THE HARLEM -IRVING COMPANIES, �n�G a(n) --Z 11 / w oas Name: Its: By: A), &L, —MichA�'nl.aal T .�rnl�nnn Driaei� cant — se VefO�CJ, Rmsid —v:■ p l•;o ti�.lc� W, %ft i � Ey � v i c� Proms i c.Qec,��t ,I Doc. # 98183481 Page 34 of 157 I l 1032/280689 -14 12/5/97 11:46 AM 26 ACKNOWLEDGEMENTS STATE OF ILLINOIS ) � ss COUNTY OF COOK ) P 4 This instrument was acknowledged before me on February 2 , 1998, by Bernard Forrest , the Robert D. Franz of the VILLAGE OF DEERFIELD, a municipal corporation. — -2 U'01 Signature of Notary ro��,ai,G�rr Sharon L Cromie NOWY PaW; state of Mois SEAL XYComMWon&phw Feb. 23,1999 My Commission Expires: February 23, 1999 I Doc. # 98183481 Page 35 of i 157 1032/280689 -14 12/5/97 11:46 AM STATE OF ILLINOIS ) ss COUNTY OF LARR Liao This instrument was acknowledg before me on a. , 1998, by n 1, ke , the 01c.e 'rreslcle.,_4 of DF_RFIEL,D SSOCIATES, L.L.C., an Illinois liability c mpany, and by , the of said company. EN C LEWIS [NOTA:RYPUBLIC, STATE OF ILLINOIS Sign r of Notary ION EXPIRES:01 /02/99 r SEAL My Commission Expires: , V z f 12 Doc. # 98/83481 page 36 of 157 1032/280689 -14 12/5/97 11:46 AM SCHEDULE & EXHIBITS Exhibit "A" - Legal Description of Property Exhibit `B" - Redevelopment Project Area Exhibit "C" - Approved Redevelopment Project Costs and Improvements to be Constructed by Developer and Allocation of TIF Funding Exhibit "D" - Enumeration of Authorizing Ordinances and Related Approval Documents Exhibit "E" - Schedule of Documents Comprising Final Development Plan and Final Improvement Plan Exhibit "F" - Site Development Schedule Exhibit "U' - Letter of Credit Exhibit "H" - Minimum Assessed Values Exhibit "I" - REOA Agreement I hoc # r 981834 81 page 37 of 157 EXHIBIT "A" LEGAL DESCRIPTION OF PROPERTY PARCEL "A ": THAT PART OF LOT 2 OF GOVERNMENT SURVEY IN THE NORTHWEST 1/4 OF SECTION 4, TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING WESTERLY OF THE WESTERLY LINE OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4 OF SAID SECTION 4 AND LYING EASTERLY OF THE LANDS CONVEYED TO SVEN FLODSTROM AND MAJKEN FLODSTROM ON MAY 29, 1979 AND RECORDED AS DOCUMENT NO. 25073917 IN THE OFFICE OF THE RECORDER OF DEEDS, ALL IN COOK COUNTY, ILLINOIS. (EXCEPT THEREFROM THAT PART ACQUIRED BY THE ILLINOIS STATE TOLL HIGHWAY COMMISSION BY CONDEMNATION IN CASE NO. 56 -S -14980 IN THE SUPERIOR COURT IN COOK COUNTY, ILLINOIS AND EXCEPT THEREFROM THAT PART LYING SOUTHWESTERLY OF THE CENTER LINE OF THE UNION DRAINAGE DITCH IN THE COUNTY COURT OF COOK COUNTY, ILLINOIS, AND EXCEPT THEREFROM THE NORTH 50 FEET THEREOF AND EXCEPT THEREFROM THAT PART THEREOF FALLING IN A TRACT OF LAND DESCRIBED AS FOLLOWS: THAT PART OF LOT 2 AFORESAID DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTH LINE OF SAID NORTHWEST 1/4 OF SECTION 4, DISTANT 957.02 FEET EAST OF THE NORTHWEST CORNER OF SAID NORTHWEST 1/4; THENCE SOUTHERLY AT AN ANGLE WITH THE NORTH LINE OF SAID NORTHWEST 1/4 OF 90 DEGREES 10 MINUTES 30 SECONDS (MEASURED FROM WEST TO SOUTH) AND HAVING AN ASSUMED BEARING OF SOUTH 0 DEGREES 10 MINUTES 30 SECONDS EAST A DISTANCE OF 50.00 FEET TO THE SOUTH LINE OF THE NORTH 50.00 FEET OF SAID NORTHWEST 1/4 FOR THE POINT OF BEGINNING, THENCE SOUTH 0 DEGREES 10 MINUTES 30 SECONDS EAST ALONG THE LAST DESCRIBED COURSE 315.00 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST 41.52 FEET; THENCE NORTH 0 DEGREES 10 MINUTES 30 SECONDS WEST 296.00 FEET; THENCE NORTH 90 DEGREES 00 MINU'T'ES 00 SECONDS EAST 755.67 FEET TO THE WESTERLY RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE NORTH 25 DEGREES 09 MINUTES 36 SECONDS WEST OF THE NORTH 50.00 FEET OF SAID NORTHWEST 1/4; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG SAID SOUTH LINE, 788.33 FEET TO THE PLACE OF BEGINNING), IN COOK COUNTY, ILLINOIS. Doc. # 98183481 Page 38 of 157 1032/280689 -14 12/5/97 11:46 AM A-1 L PARCEL "B ": THAT PART OF LOT 2 OF GOVERNMENT SURVEY IN THE NORTHWEST 1i4 OF SECTION 4, TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, LYING WESTERLY OF THE WESTERLY LINE OF THE RIGHT OF WAY OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD AND LYING k EASTERLY OF THE WESTERLY LINE OF THE NORTHEAST 1/4 OF THE NORTHWEST 1/4 OF SAID SECTION 4, ALL IN COOK COUNTY, ILLINOIS. (EXCEPT TUIREFROM THAT PART ACQUIRED BY THE ILLINOIS STATE TOLL HIGHWAY COMMISSION BY CONDEMNATION IN CASE 56 -S -14980 IN THE SUPERIOR COURT IN COOK COUNTY, ILLINOIS AND EXCEPT THEREFROM THAT PART LYING SOUTHWESTERLY OF THE CENTER LINE OF THE UNION DRAINAGE DITCH IN THE COUNTY COURT OF COOK COUNTY, ILLINOIS AND EXCEPT THEREFROM THE NORTH 50 FEET THEREOF AND EXCEPT THEREFROM THAT PART THEREOF FALLING N.A. TRACT DESCRIBED AS FOLLOWS: THAT PART OF LOT 2 AFORESAID DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTH LINE OF SAID NORTHWEST 1/4 OF SECTION 4, DISTANT 957.02 FEET EAST OF THE NORTHWEST CORNER OF SAID NORTHWEST 1/4; THENCE SOUTHERLY AT AN ANGLE WITH THE NORTH LINE OF SAID NORTHWEST 1/4 OF 90 DEGREES 10 MINUTES 30 SECONDS (MEASURED FROM WEST TO SOUTH) AND HAVING ASSUMED BEARING OF SOUTH 0 DEGREES 10 MINUTES 30 SECONDS EAST A DISTANCE OF 50.00 FEET TO THE SOUTH LINE OF THE NORTH 50.00 FEET OF SAID NORTHWEST 1/4 FOR THE POINT OF BEGINNING; THENCE SOUTH 0 DEGREES 0 MINUTES 30 SECONDS EAST ALONG THE LAST DESCRIBED COURSE 315.00 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST 41.52; THENCE NORTH 0 DEGREES 10 MINUTES 30 SECONDS WEST 296.00 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST 755.67 FEET TO THE WESTERLY RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE NORTH 25 DEGREES 09 MINUTES 36 SECCIIDS WEST ALONG SAID WESTERLY RIGHT OF WAY LINE 20.99 FEET TO THE SOUTH LINE OF THE NORTH 50.00 FEET OF SAID NORTHWEST 1/4; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS WEST ALONG SAID SOUTH LINE, 788.33 FEET TO THE POINT OF BEGINNING), IN COOK COUNTY, ILLINOIS. Doc. # 98183481 Page 39 of 157 1032/280689 -14 12/5/97 11:46 AM A-2 PARCEL "C ": EASEMENT FOR TEMPORARY ROADWAY MADE BY THE COUNTY OF COOK TO NORTH SHORE GAS COMPANY, BY DOCUMENT DATED SEPTEMBER 3, 1991 AND RECORDED SEPTEMBER 20, 1991 AS DOCUMENT 91488781 OVER THE FOLLOWING DESCRIBED LAND, TO WIT: THAT PART OF THE NORTHWEST 1/4 OF SECTION 4, TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, BOUNDED AND DESCRIBED AS FOLLOWS: COMMENCING AT A POINT ON THE NORTH LINE OF SAID NORTHWEST 1/4 OF SECTION 4, DISTANT 957.02 FEET EAST OF THE NORTHWEST CORNER OF SAID NORTHWEST 1/4; THENCE SOUTHERLY AT AN ANGLE WITH THE NORTH LINE OF SAID NORTHWEST 1/4 OF 90 DEGREES 10 M11-4UTES 30 SECONDS (MEASURED FROM WEST TO SOUTH) AND HAVING AN ASSUMED BEARING OF SOUTH 00 DEGREES 10 MINUTES 30-SECONDS EAST A DISTANCE OF 50.00 FEET TO THE SOUTH LINE OF THE NORTH 50 FEET OF SAID NORTHWEST 1/4 FOR THE POINT OF BEGINNING: THENCE SOUTH 0 DEGREES 10 MINUTES 30 SECONDS EAST ALONG THE LAST DESCRIBED COURSE 110.00 FEET; THENCE NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST 41.52 FEET; HENCE SOUTH 00 DEGREES 10 MINUTES 30 SECONDS EAST 205.00 FEET; THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST 45.00 FEET; THENCE NORTH 0 DEGREES 10 MINUTES 30 SECONDS WEST 107.18 FEET TO A POINT OF CURVATURE; THENCE NORTHWESTERLY ALONG A CURVE LINE, CONVEX TO THE NORTHEAST, HAVING A RADIUS OF 35 FEET AND AN ARC DISTANCE OF 36.65 FEET TO A POINT OF TANGENCY; THENCE NORTH 60 DEGREES 10 MINUTES 30 SECONDS EAST 96.80 FEET TO A POINT OF CURVATURE; THENCE NORTHWESTERLY ALONG A CURVE LINE, CONVEX TO THE SOUTHWEST; HAVING A RADIUS OF 115 FEET AND AN ARC DISTANCE OF 120.43 FEET; THENCE NORTH 45 DEG Ems' 05 MINUTES 15 SECONDS WEST 42.49 FEET TO THE SOUTH LINE OF THE NORTH 50 FEET OF THE NORTHWEST 1/4 AFORESAID; THENCE _ NORTH 90 DEGREES 00 MINUTES 00 SECONDS EAST ALONG SAID SOUTH LINE 192.32 FEET TO THE PLACE OF BEGINNING, IN COOK COUNTY, ILLINOIS. Doc. # 98183481 Page 40 of 157 1032/280689.14_ 12/5/97 11:46 AM A -3 "0211 1.3 REDEVELOPMENT PROJECT AREA 98183481 Page 41 of 157 1032/280689 -14_ 12/5/97 11:46 AM $ -1 EXHIBIT "B" Redevelopment Project Area Starting at the Southeast Corner of the Southwest Quarter of c Section 33; thene Northerly fifty *feet; thence westerly 991:82 feet t-.o the point of beginning; thence southeast - wardly along the a-esternrmost right -of -way line of the Chicago, Milwaukee, St. Paul and Pacific Railroad 1470 feet; thence westerly 106 feet to the Northernmost right -of -way line of the Edens Spur; thence westerly along said right -of -way line 2183 feet; thence Northerly along the easternmost tollway right -of -way line* of Pfingsten Road 1062 feet, approximately, to the centerline of Lake -Cook Road; thence westerly 1298 feet along the centerline of Lake -Cook Road; thence Southerly 1073 feet along the western property line of the Northbrook Gun Club to the Northern right -of -way line of the Edens Spur; thence Westerly 2786.35 feet to the Westerly right -of- way line of Huehl_ Road; thence Northerly along said right - of -gray line 103 feet to the Southeast corner of the property commonly known as the "Strub Farm "; thence Westerly 1653.77 feet to the Southwest corner of said "Strub Farm ", thence Northerly along the property line of "Strub Farm" 731.74 feet to the centerline of Lake -Cook Road; thence East along said centerline �- =32.44 feet; thence Northerly, 1387.38 feet to the centerline of the West Fork of the North Branch of the .Chicago Pdver..; thence Northerly along said centerline 1589.41 feet to the northern right -of -way line of Hackberry; thence east alongr%said right -of -way line 1090 feet to the Southeast corner of Shepard School, commonly known as 440 Grove Avenue;. thence South 40 feet to the centerline of Hackberry; thence Easterly 793.9 feet to a point 393.10 feet West of the c�esterly right -of -way line of the Chicago, Milwaukee; St_ Paul and Pacific Railroad; thence North 611.2 feet; thence East 104 feet-to the* Westerly right -of -way line of the Chicago, 21ilwaukee,' St. Paul and Pacific Railroad; thence Southerly along said right -of -way line 1352.85 feet; thence East to and along the Northern right -of -way lire of Kates Road 1600-37 feet to the centerline of Waukegan Road; thence southerly along said centerline 2172.65 feet; thence West 78.7 feet to a point intersecting the Northernmost right -of -way line of Lake -Cook Road; thence westerly .along said right- of -wa.y line 1635.37 feet to the point of beginning; all located in Sections 4, 5, 6, 32 and 33, Townships 42 and 43 North, Range 12, East of the Third Principal Meridian, in Lake and Cook Comities, Illinois. r� I Doc. # 98183481 Page 42 of 157 EXHIBIT "C" APPROVED REDEVELOPMENT PROJECT COSTS AND IMPROVEMENTS TO BE CONSTRUCTED BY DEVELOPER AND ALLOCATION OF TIF FUNDING Any eligible Redevelopment Project Costs (as defined in the Act) and improvements which may be constructed by Developer in connection with the Project including, but not limited to the following: Inspecting Engineer Engineering Design Site Clearing Retaining Wall Site Work io Total TIF Allocation $35,000 $35,000 240,000 411,449 400,000 1,365,831 Total Allocation $2,452,280 $500,000 9$183481 Pa I _ 9e 43 of 157 * $465,000 of the TIF Allocation may be allocated between and among any such line item. 1032/28M9-14 12/5/97 11:46 AM C -1 EXHIBIT "D" ENUMERATION OF AUTHORIZING ORDINANCES AND RELATED DOCUMENTS 1. An ordinance rezoning the commercial portions of the Property from P -1 Public Lands District to C -2, Outlying Commercial District; and authorizing a Special Use for a Planned Unit Development and the Final Development Plan (0- 97 -51); 2. An ordinance adopting a text amendment to the Village Zoning Ordinance which will add "building supply store" to the list of allowed Special Uses in the C -2, Outlying Commercial District (0- 97 -50); 3. An ordinance vacating a portion of Deerlake Road (0- 98 -05). 4. Subdivision Plat. 90 \ C?, oQ Of 7> ORDINANCE NO. 0 -97- 51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -1 PUBLIC LANDS DISTRICT i OOC 48� A age 4 S 0/ Published in pamphlet form this 1st day of December ' 1997 by the President and Board of Trustees of Deerfield. !KS 157510 . i October 3, 1997 1ST 1 ORDINANCE NO. 0 -97- 51 Q� AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -1 PUBLIC LANDS DISTRICT WHEREAS, pursuant to Ordinance No. 93 -13, the Village of Deerfield classified_the Subject Property, as legally described in Exhibit A attached hereto and made a part hereof, in the P -1 Public Lands District and issued a Special Use permit authorizing the use of said premises for a commuter rail station; and WHEREAS, the Commuter Rail Division of the Regional Transportation Authority and Deerfield Associates, L.L.C. (collectively, the "Applicant ") have submitted a Plat of Subdivision for consideration by the Plan Commission of the Village of Deerfield which divides the Subject Property into Lots 1, 2, 3, 4, 5, 6 and 7; and WHEREAS, the Plan Commission of the Village of Deerfield has heretofore held a public hearing on the application of the Applicant for the classification of proposed Lots 1, 2, 3, 4 and 6 in the C -2 Outlying Commercial District, and to authorize the development and use of Lots 1, 2, 3, 4 and 6 for a Special Use Planned Development to include and permit a building supply store, including seasonal outdoor sales and outdoor display of merchandise, and two restaurants in accordance with Articles 5.02 -C, 8, 5.02 -C, l,d and 5.02 -C, l,i of the Zoning Ordinance of the Village of Deerfield; and WHEREAS, the Plan Commission has also heretofore held a public hearing on the application of the Applicant to authorize a Special Use in the P -1 Public Lands District for the development and use of Lot 5 as a permanent commuter rail station in accordance with Articles 7.02 -C and 13.11 of theJoning Ordinance of be Village of Deerfield; and WHEREAS, said hearing was held pursuant to duly published notice thereof and was in all — respects held according to law; and WHEREAS, the Plan Commission of the Village of Deerfield considered and reviewed the evidence adduced, including those exhibits listed on and attached hereto and made a part hereof as Exhibit B, and thereafter, the Plan Commission made written findings of fact and recommended that said Special Use of said real estate for a building supply store, including seasonal outdoor sales and outdoor display of merchandise, two restaurants, and a permanent commuter rail station be granted, subject to certain conditions and restrictions hereinafter set forth; and WHEREAS, the President and Board of Trustees of the Village of Deerfield have determined that the best interests of the Village will be served by the classification of Lots 1, 2, 3, ACS 137510 . i October 3, 1997 Doc. # 98183481 Page 46 of 157 4. ORDINANCE NO. 0 -97- 51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -I PUBLIC LANDS DISTRICT 3 0 4 and 6 of the Subject Property in the C -2 Outlying Commercial District as recommended by the Plan Commission; and WHEREAS, the President and Board of Trustees of the Village of Deerfield have determined that the best interests of the Village will be served by the authorization and granting of said Special Uses in accordance with the plans and exhibits presented by Applicant and marked as Exhibit B and attached hereto and made a part hereof. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS AS FOLLOWS: SECTION That the Zoning Map of the Village of Deerfield included and made a part ONE: of the Village Zoning Ordinance passed April 17, 1978, as amended, is hereby further amended by zoning and classifying Lots 1, 2, 3, 4 and 6, as set forth in the Plat of Subdivision attached hereto and made a part hereof as Exhibit C, to the C -2 Outlying Commercial District. SECTION That the Final Plat of Subdivision attached hereto is hereby approved. TWO: SECTION That the President and Board of Trustees do hereby affirmatively find that THREE: the Special Uses, as hereby auinorized, fully comply with the requirements and standards set forth in the applicable provisions of the Village Zoning Ordinance, and the Special Uses of the Subject Property, as and for a building supply store, including seasonal outdoor sales and outdoor display of merchandise between April 1 st and July 15th and between Thanksgiving Day and December 31st, a restaurant as specifically proposed and concept approval of a second future restaurant, and a permanent commuter rail station as set forth on Exhibit B, submitted by Applicant, be and the same is hereby authorized and approved subject to the following conditions: Doc. # 98183481 Page 47 of JKS 1 57510 . I October 3, 1997 i i 157 F. ORDINANCE NO. 0 -97- 51 AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -1 PUBLIC LANDS DISTRICT (A) That all use, construction and development shall be in accordance with Exhibit B attached hereto and made a part hereof, all other documentary and exhibit filings made pursuant to Planned Unit Development Procedures as set forth in Article 12.09 of the Village Zoning Ordinance, the terms of this Ordinance, and all representations by the Applicant to the Plan Commission and President and Board of Trustees. (B) That prior to the construction of a second restaurant as proposed, Applicant shall present the proposal at a public hearing before the Plan Commission, and thereafter, the Corporate Authorities for a review of the proposed restaurant use to determine compliance with all aspects of the Final Development Plan. The Corporate Authorities may impose such restrictions as they deem appropriate at that time. (C) That except to the extent specifically modified hereby, the provisions of Ordinance 96 -13 shall remain in full force and effect. SECTION That in connection with the approval of the above - described Special Use FOUR: the Applicant is granted (i) a parking variation to permit parking stalls of 8.5 feet in width in the portion of the parking lot dedicated to serve the commuter rail station, and (ii) signage modifications to permit the signage as depicted in the materials submitted by Applicant as item (v) of Exhibit B. SECTION That any violation of any of the conditions hereinabove set forth shall FIVE: authorize the revocation of the Amendment to Special Use hereby authorized. SECTION That the Village Clerk is hereby directed to publish this Ordinance in SIX: pamphlet form and see to its recordation and the recordation of the Plat of Subdivision in the office of the Recorder of Deeds of Cook County, Illinois at Applicant's expense. !KS 157510 . l October 3. 1997 Doc. # 98183481 Page 48 of 157 ORDINANCE NO. 0-97-51 S AN ORDINANCE AMENDING THE ZONING MAP AND APPROVING SPECIAL USES IN C -2 OUTLYING COMMERCIAL DISTRICT AND P -1 PUBLIC LANDS DISTRICT SECTION That this Ordinance shall be in full force and effect from and after its SEVEN: passage, approval and publication as provided by law. AYES: Ehlers, Rosenthal, Seidman, Swanson, Swartz (5) NAYS: None (0 ) ABSENT: None (0) RECUSED: Heuberger_(1) PASSED: This 1st day of December A.D., 1997. APPROVED: This 1st day of December A.D., 1997. 1 � • • It ATTEST: ��► .'t . 1 G1l _�..I CLERK 98183481 0a 9e 49 of 157 I JKS 157510 .1 October 3, 1997 4 ORDINANCE NO. 0 -97- 5 0 AN ORDINANCE AMENDING PORTIONS OF ARTICLES 5 AND 9 OF THE ZONING ORDINANCE OF THE VILLAGE OF DEERFIELD Doc. # Published in pamphlet form this 1st day of December 1997 by the President and Board of Trustees of Deerfield. JKS 157500 . 1 September 30, 1997 i i 98183481 Pad 0 of" I ftO ORDINANCE NO. 0 -97- 5 0 AN ORDINANCE ANENDING PORTIONS OF ARTICLES ; :�,\-Z OF THE ZONING ORDINANCE OF THE VILLAGE OF DEERFIE_D WHEREAS, the Plan Commission of the Village of Deerfield has he. etofer= �elc a public hearing on the application of the Commuter Rail Division of the Regional Transposition Authority and Deerfield Associates, L.L.C. (collectively, the "Applicant ") to conic-- ce: ain tent amendments to the Zoning Ordinance of the Village of Deerfield relative to adding : 'buiaing supply store as a Special Use in the C -2 Outlying Commercial District upon certair _onctions and in certain circumstances; and WHEREAS, said hearing was held pursuant to duly published notice then ec: and was in all respects held according to law; and WHEREAS, the Plan Commission of the Village of Deerfield, after consider le tie evidence adduced, made written findings of fact and recommended certain text amecdmC-nts to the Zoning Ordinance of the Village of Deerfield to achieve the objective souQnt by the App cant; and WHEREAS, the President and Board of Trustees of the Village of Deerselc ave determined that the recommendation of the Plan Commission will serve the best intz- estz of the Village of Deerfield. NOW, THEREFORE, BE IT ORDAL ED BY THE PRESIDENT A\-D BC,.ARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COLTNTI =S. ILLINOIS AS FOLLOWS: � SECTION That Article 5.02 -C,1 of the Zoning Ordinance "of the Village cf Deerfield, ONE: as amended, be and the same is further amended by ads' -na a z -.w knicle 5.02 -C, I J to read as follows: "i. Building Supply Store (including a seasonal outdoor &Les area and outdoor display of merchandise)." SECTION That Article 9.02 -B,4 of the Zoning Ordinance of the Village ,f TWO: Deerfield, as amended, be and the same is further amended by :dd=g a new Article 9.02 -B, 4, g to read as follows: JKS 157500 . 1 September 30, 1997 Doi # 98183481 1 Page 51 Of 157 i ORDINANCE NO. 0 -97- 50 %? AIIN ORDINANCE ANIENDNG PORTIONS OF ARTICLES 5 AND 9 OF THE ZONNG ORDNANCE OF THE VILLAGE OF DEERFIELD "g. Off -site General Directory Sign Where unique topographic conditions prohibit the location of a sign in a safe manner, an additional off -site general directory sign may be permitted if the Mayor and Board of Trustees determine that such an off -site location is in the best interests of the Village, promotes traffic safety, and is beneficial to the public. Such sign must be located on property contiguous to the property served by the sign and must conform to the provisions governing area, location, height, and illumination contained in Article 9.02 -B,4." SECTION That the Village Clerk is hereby directed to publish this Ordinance in THREE: pamphlet form. SECTION That this Ordinance shall be in full force and effect from and after its FOUR: passage, approval and publication as provided by law. AYES: Ehlers, Rosenthal, Seidman, Swanson, Swartz NAYS: None (0 ) ABSENT: None (0) RECUSED : Heuberger (1 1 PASSED: This 1st day -of December A.D., 1997. APPROVED: This 1 st day of December A.D., 1997. i AA.• / j III ATTEST: /^ i i Z)OC VU-t--'AGE CLERK , 9883 487 A ` JKS 137500 . I September 30, 1997 dge S2 i Of i ORDINANCE NO. 0-98- 0 5 AN ORDINANCE VACATING PORTIONS OF A CERTAIN STREET IN THE VILLAGE OF DEERFIELD Published in pamphlet form this 2nd day of February , 1998 by the President and Board of Trustees of Deerfield. 1KS 171993 . I January 22, 1998 ��� Qj� 100 Ok �e 53 Qa �j,W;4 D -- 3 ORDINANCE NO. 0 -98- 05 °A1 AN ORDINANCE. VACATING PORTIONS OF A CERTAIN STREET IN THE VILLAGE OF DEERFIELD WHEREAS, the President and Board of Trustees of the Village of Deerfield, after due investigation and consideration and upon receipt of the affirmative recommendation of the Plan Commission of the Village of Deerfield, have determined that the nature and extent of the public use and the public interest to be subserved is such as to warrant the vacation of portions of Deerlake Road hereinafter described. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS AS FOLLOWS: SECTION That that portion of a public street in the Village of Deerfield having ONE: heretofore been dedicated by a document recorded in the Office of the Recorder of Deeds of Cook County, Illinois on February 15, 1996 as Document No. 96124987, which portion of said street is legally described on Exhibit A attached hereto and made a part hereof, as shown on and designated by the words "Hereby Vacated" on the Plat hereto attached, which Plat for greater certainty is hereby made a part of this Ordinance, be and the same is hereby vacated and closed, inasmuch as the same is no longer required for public use and the public interest will be subserved by such vacation. SECTION That upon passage and approval of this Ordinance, the Village Clerk shall TWO: file for record in the Office of the Recorder of Deeds of Cook County, Illinois, a certified copy of this Ordinance, together with the Plat hereto attached. SECTION That this Ordinance shall be in full force and effect from and after its THREE: passage, approval and publication as provided by law. AYES:.Ehlers, Seidman, Swanson, Swartz (4) NAYS: None (0 ) ABSENT: Rosenthal (1) PASSED: This 2nd day of APPROVED: This 2nd day of VI&AGE CLERK 1KS 171993 . I January 22, 1998 R�CUSED: February rua hoc . # Heuberger A.D., 1998. A.D., 1998. (1) E PRESIDENT 1 �$� P age 5 9$�a3 PLAT OF VACATION OF A PUBLIC ROAD ..[•vy PART OF DEERLAKE ROAD ,rwM�.f o v4 •i 6w1 „ M •wo•[ .ubn[ w [ew [a.n. wT. w,awoh •r¢ Y e .7.e..r... a4 m»,�i.,• w w as w v�u» o�,i ra+o [mow ~Rr.� �uJi�- a emnaa�t y� p. o ia�n �iaar±w.»ans: w w; w( •..YOh Yn+�wtMVr Mw,ro �., ..o ' I I L 10 55 96ed MK9 L86 #'000 [aM•.i.a �ry�Y r�.0 Mi Wf.•44.•p,. ..•....ww[mw.. QED• cFVV.4G�- 'H- iaiiia.t .•�.�.�ocifai�. <. i.:'c t //� 850 Ibrve1 1:A.. IIII.I.� Ihi Vl:NNON' . II.IJ N 6 pIN 0081 f•- 18471 +78 -9700 S..` — . u _ —+— — lc �= p12 m R. s 0 W PLAT VACATION CART OF F D EERLAKE ROAD - - -- N K.1[ •.10 M 'I °9608.41 0 '••• •• CB n rl- 0 cD Ln a� rn M a lir- 00 M 00 Irm- 00 m U 0 I FINAL PLAT N W DEERFIELD DEPOT SUBDIVISION �, .� C�l.'�7LtSS�:L t« a °.� w u �u °� s •i rY•e°r`o'n cwo°., : as mv.n wm a.Y�R RY! i \ I ` \ I \ C61YALT -11.4A/ 1LI0N ASSAC /ATE'S, /NC aao r..w w onY YLOgM IaY6 OJ090 .00.1 N�+I m -nao I LMA AKA IOtK I.i�Aw NIL �� PLAT OF BUMMSwn emmaa m:oT aMa�M�e� OUasD. LLU M \ a 1 � a �� Ns" rl— L / r � p � I N (tf CL co M co co j m U � p t FINAL PLAT of DEERFIELD DEPOT SUBDIVISION Lot I Lau mu uoidt omac qwr �,. CE rALT- HAMILTON ASSOCIATE'S, INC. �pIrOM IYW. WODm OOMI � N•rl �n -.roe rorr r,aer�s r >♦ra w PLAT Of sUS MSION OENWMA oeolr OIIRRD. LLlION \ fiir�L l N _vsasbvavt_. _ — �_���- T----- ------- w --r« — - - -:�. v+s : s + rs; r -- —�_�� tiarW - -- \ \ T7 .�� .ws LOT I :: AS \ \ \ n wT 7 WT 7 \ \ ZZ c --- - - - - -- \ \ \ Lot I Lau mu uoidt omac qwr �,. CE rALT- HAMILTON ASSOCIATE'S, INC. �pIrOM IYW. WODm OOMI � N•rl �n -.roe rorr r,aer�s r >♦ra w PLAT Of sUS MSION OENWMA oeolr OIIRRD. LLlION \ fiir�L l I**- Lo 0 co L0 W 0- T" 00 1-41 CY) 00 T_ oo 01) O FINAL PLAT of DEERFIELD DEPOT SUBDIVISION k I A PAN 04-04-101-001 0-04-100-ml M FEE arc ME geg sr..- -Z ww. M i sm ME, CER'.4Lr-h'.4jVlLrOtV,4SSOCI.4rES, INC PLAT OF SUBDIMM ocrgrm^ LLam Mo!.'L" a=-a- u-mr_. WIRMC MOL-7-Z - EXHIBIT "E" SCHEDULE OF DOCUMENTS COMPRISING FINAL DEVELOPMENT PLAN AND FINAL IMPROVEMENT PLAN DATE A. PUD Site Plan 1/8/98 B. Subdivision Plat C. Metra Parking Plan (See PUD Site Plan) D. 1. Overall Landscape Plan 11/3/97 2. Metra Area (no date) E. Photometric Plan 11/3/97 F. Elevations - Home Depot 10/17/97 G. Floor Plan of Home Depot (Interior) 11/3/97 H. Elevations - Metra Station 9/22/97 I. Floor Plan of Metra (Interior) 9/22/97 J. Elevations - Macaroni Grill Sheets P -1, P -2, and A -2-,,/ 12/16/97 Color (2 sheets) 12/15/97 K. Floor Plan of Macaroni Grill (Interior) 12/16/97 L. Macaroni Grill - Landscaping 12/8/97 i O rn LO M. Sign Plan 1. Pylon Sign 12/15/97 a 2. All other 11/3/97 M d' M M M U O i D Items "A" through "I", inclusive, and "M" prepared by Greenberg Farrow Architecture Engineering and Planning. Items "J" and "K" prepared by ME Architecture. Item "0" prepared by Gewalt Hamilton. Item "U' prepared by Gary R. Webber Assoc. Inc. 12/8/97 L o I 0 c� a 0 M 0 o � � I U � O D i Exhibit "E" Page 2 DATE N. Trash Enclosure Plan for Metra Station 7/30/97 0. Approved Engineering Plans specified 2/23/98 (on file with Village Engineering Dept.) P. REOA Agreement - unsigned no date Q. Development Agreement 12/1/97 R. Final Improvement Plan (See "A ") 1/8/98 Items "A" through "I", inclusive, and "M" prepared by Greenberg Farrow Architecture Engineering and Planning. Items "J" and "K" prepared by ME Architecture. Item "0" prepared by Gewalt Hamilton. Item "U' prepared by Gary R. Webber Assoc. Inc. 12/8/97 L o I 0 c� a 0 M 0 o � � I U � O D i i O y0 M 00 M/��� I OD W I 4 00 j OI 'tea I V 1 V � Q �r�.. �• (EJA�'• i �. a - 4lING5 ��. •. �•. ..•.. ... ..... �.... -:.� -.. :::_., :., ,... ,_ -.._ sort 10.t',. waN.. ......_ a._"rn_ V. lU4zW -= Iy ALL YErRA P[AtrMSIS ARE CMS ONG. tNEr NA BL CN CONsmuC ?D rO WMA STANDARDS AND SPECYnCA nDWS .IN lNLW PERYANENr AjADN [Nr. 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PAN 04-O.-ICI-M 06-0.-100-09 YlwbY's by "Emst- Me--- -A. i 9 z Z i Er Z — -0-E ;En- ERR i car,_.- 54 ENRON I I OEX.4Lr-11.4A,'ILTO)V.4SSOCI.4rES. /Ar PLAT OF sumo r W"T ftewfmm 09104LD. PAN 04-O.-ICI-M 06-0.-100-09 YlwbY's by "Emst- Me--- -A. i 9 z Z i Er Z — -0-E low WAILINCIRMWOM)POWMV v O MO lqrjiArno lOd3N NU Nr'd 7MM NVOMW = 71N1! C=X* mom Nou --*A AOWV*d I Doc. page6501 157 98183481 TML Xvis SOM if it e� ��Pvft Au, Q . k ....... ALI. IRK, A, ----------------- i1 A- Pcrw Oil 07117/!/1 Sja"jjrlj x00_V4S 03110ONV IZAIDdl WJSIX3 3&V SIN017 Wjjv?d voliw 77— INJ%-917. 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IFF 7 •______ ___ _________ __ _______________________ VMS . .... . ----------- rw ............ ....... . --- ----- ------------------------------- ............. ........... ------ --- CFA RECORD I I I I p I a I S, I V t@ Daiwa SUIT@ too SCMA U 1 SUNG. 11 L I M 0 9 6 • 0 1 7 1 1 6 1 1 9 1 9 t@ 1 VAX 041-995-930� PUD SUBMITTAL 04-04-97 05-05-97 07-14-97 R 07-30-97 08-28-97 10-17-97 Doc. # 98183481 Page 68 of 157 '41 0 O (D 00 00 w 00 a� ca cn a) 0 cn v I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I 1 I I I I I I I I I I I I I I i I I I I I I I -- g--�i W— I I I I I I •-------- - - - - -- VIWM�� - - - - - -` —I I I ffffftl I I' I r - - -r I I I I titafa►7�rlfaffif�I�ltm1� \l�f ta\t atrfffil�ltifi►�[t�l�li�t� \fafa 1 1 I I / I l I N t T I l O l 1 Y 1 / 1 0 1 7 1 3,041 . / C N A O 11 1 0 1 0. It t 111 0 1 1 • 0 1 7 1 . T 1 1. 1 1 7 - I • I • 1 1 1 1 . 111 ■ 1 1 7 1 1 1 1 1 1/ DE DEKK w Uim MK 9— 14 - •oor RN, mn. MILOYI -Mao .Y•••1 Y,LD. T�cYlblr .YOD. l.sn,. OWIL O•Y•iO D.nnm slob Df0.O rY; CO,LI. D.fY .lD•T! caac DYY f.Da.T caL. far w.D.nD Ymo.. 1/•,l fALR foa SOUTH ELEVATION 1/•• - Iv Y•OP• f�flP. M4 lTY44 IIwf mIOR DYY NIMR r fLO COLR TpIY CDII. 04M ILN \ \ 1 L SRIDI [1.1.i IMIS – . IYSO.11 YIDD• AOnO.i \ \ \V \III` OIXR Ldl•00D f00[ cL1Ll. ca .D[Dlr nftire mlL. D.•• fwu! aan�m eo M C cLlLil mrwlrclD NORTH ELEVATION 'w. r+ M4 /rr III, SOW COL! TAY CMA Dn" Ykwm I..DI ••DD• DG,YMI / \ olouD .•a DaL.. u'IIRL WD .DO[ 0 b�Y � zc \ \`IIL im 01- M COMM n u v. •OT EAST ELEVATION "A rol Q.-• UY• - r� Y.DDam YI•+Yr OWL slsl\Y C01L! o.lY aolla MK !I•.r/4 ff - mm ILIA. OOrt. � L `COILC 171A1YOm b � MS� •OCTYI SIYVOO � L ` Ka COPR.I+OD WEST ELEVATION at�ria�■a • lot f•) f f f • 1 l 1 • I l l f•/ f f! 1 l f f DEERFl M &OIS TATION uttY 1¢— S- 1m - -M.- f-I.• f•Y.f. D, 1111 Doc. # 98183481 Page 70 of 157 I i -- I COVERED AREA I 1 I COMM TRAM I I 1 - --------- -- ----- ---- ------ --- -- - --- - -� I I I I I I 72' -3' I o 1 ©MMA STATION PLAN L— _ _ — � a/W . ,•-r , , • , . ■ ■ � r ■ r . ■ o 1 i S U u I T r . a g e • � . � c ; a r A ; m u r ti . � u a a � . at, l t L I N O I a. �u;a�Teco� ;ar�rar<��a • • , r ! 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I Lar.H 1 tj O4 SERVICE YARD PLAN -------- - - -- E;+ 01 FRONT ELEVATION mu r ---------------i:" - - ---- -Y. -� �k& --------------- ---- --- - ---Y: + k7-iui OZ PARTWL LEFT SCE EIEYATION I V ti _ I . •..Jeisca I .. r' ! •I I V I 1 '—?TIl xid''r.lL I 03 PATIO PLAN �_. _ °= I I n I 1 11 W 0 I C►J � I � I I, r �1 +7t - -- I , COLOR AND MATERIAL LEG ND!2 GENERAL NOTES PANT NG STMT SPEG.Y F115.fE5 �.1,.._'. I Lar.H 1 tj O4 SERVICE YARD PLAN -------- - - -- E;+ 01 FRONT ELEVATION mu r ---------------i:" - - ---- -Y. -� �k& --------------- ---- --- - ---Y: + k7-iui OZ PARTWL LEFT SCE EIEYATION I V ti _ I . •..Jeisca I .. r' ! •I I V I 1 '—?TIl xid''r.lL I 03 PATIO PLAN �_. _ °= "O.L w v I , , . - - , .. ! 39,10 Gas Malt man] I we one , 1R." on, — — — --- — — — — — — — -- a RR E, �I�II�I ��� ��) �Ir E:� *lilt sump tin; Ae now On No IN m FEan II I� �I f� i ��llllil E� � �x� !� � �� ... '� - 'I� I Ili �l�id� �k I�: ?ai'��; . i ! � III. i� ri ,p� 1 1. ,�I ,__ a� 1 � ����c. � � ;,. Z011 r , . . . . . . ......... . . ■ ,yin t ---- — — — — — — — — --- — — --- — — — — — . ..... ..... . J,j im c HOI, .fie wl V :?MT H, .1 4w-W ii Ar i le� iv TTY, 'El 51 i AT 1141 J11, IV . ..... ..... . J,j im c HOI, .fie wl V :?MT H, .1 4w-W ii Ar i le� iv TTY, 'El 51 51 Doc. # 98183481 Page 77 Of 157 NYld DMHSINMA i0 IOY Il - 9 M 0 N 'WTY a- - - - - -- -- ........... ......... ... .. ...... . ...... ........... 4. Z-K- F=4 r,. ---------------- GARY L WOO PLANT LIST �0OA7° °1G 4 0 1020 {0 60 • 80 PLANTING DETAILS 60 "any a.- r- — ,wlrr- 1 111["LL Ep MA W Qtli pal[ 000 Lu I II14 7X.0 LANDSCAPE PLAN a SCALES 1• • 20' -0' 0 1020 {0 60 • 80 PLANTING DETAILS 60 "any a.- r- — ,wlrr- i L5 L 10 8L abed LOU X86 # .�04 i L1 OF 2 1 111["LL w • wwica.•.Inr r wr tr• r.. MA W Qtli pal[ 000 II14 7X.0 a rtN; /L \' ` I as�m..uaw w.s�r��Y Y a u�w.l�•COwf W� N � =A -/' N fm-' N• ww )' 04 Om•lP arvt 7 7 NOS +[R• Y w' N' w a' OL m a�•.- � a awv J as ..�..�..,...,... . r. J ".: n, rt:•omo a:» a u a• u M1 M �fYN Var- R � IOW�.w Wgwr' a 4 N' OL I.w. •b.w/r. 1 4 N• 04 O •j o J ww.«wa uj �.._ q an•ar wwr• u O Z I wK wRwa• m w........ w.. a•. • N I t J T 1 O Q j GENERAL NOTES a. � ..�. wN•�N: u a. n. � .w.�. w. a c.v<v -...., r -.... r ...• .. + r•.+. «.w.n�......s.MaN..«rs —rwr r..ww..r o.....wer•.. a w rw•.....wn•. rw....... w...wr— .wrl.ww.. —e-re. 1 ' � i L5 L 10 8L abed LOU X86 # .�04 i L1 OF 2 13' 0' CONTINUOUS METAL COPING 2' 0 m 0 N N M ETRA PACE N R ETA 0 � 12 --RESTAURANT 12 ESTAU RANQ T 12 R E U j� A U-- CUT STONE r I FIELD STONE P.1 PYLON SIGN AT MAIN ENTRANCE 1/4' *VERBIAGE IS PER THE VENDOR TYPE AND NOT THE TENANT NAME REV.12/15/97 i Doc. # 98183481 Page 79 of 157 N 13' 0' CONTINUOUS METAL COPING 0 co N 12 12 12 CUT STONE -METFRA-2 r • w r r I i -. r W- - . 13' 0 2 PYLON SIGN AT R 1/4' = i' -0' *VERBIAGE IS PER THE VENDOR TYPE AND NOT THE TENANT N E jl 2' O rl -�A " I 1 )EV. 1 co DEERFIELD DEPOT DEERF ILLD VILLAGE BOARD P.U.D. SUBMITTAL DOCUMENTATION PHONE (847) 995 -9201 FAX (847) 995 -0324 SIGNAGE L MAY S, 1997 (rcv. July 14, 1997) 0 (rcv. July 30, 1997) (rev. August 28, 1667) 00 (rev. November 3.1667) N � ZT � ca a r- DE RFIELD ASSOCIATES, L.L.C. 4104 N. HARLEM AVENUE 000 CHICAGO, ILLINOIS 60634 T- 0) PHONE (773) 625 -3036 FAX (773) 625 -0056 � I U r GREENBERG FARROW AIICIIITE,CI'URE i 1101 PERIMETER DRIVE, SUITE, 290 -- - - SCHAUMBURG, ILLINOIS 60173 PHONE (847) 995 -9201 FAX (847) 995 -0324 -J'U DEERFIELD DEPOT DEERFIELD, ILLINOIS Preliminary Site Plan — Sidnage Locations — Uay 5, 1997 Reused — July 14, 1991 July 30, 1997 \ Aug 28, 1997 Nov 03, 1997 2- ca4a. �c�acz+ �a��cac�la► t�rac�c +�:���>n�aca��•,c+n�cac�l�c��s� 1 1 0 1 ► t l i M t T t It D R I V E / S U I T E 290 • f c N A U M 0 U It a, I l l 1 M O 1 f 0 0 1 7 7 • T t l f t 7 f f f f 7 f 1 • f A Y 0. 7 f f f f 7 0 f I LSL Jo L8 abed L8' M86 # 'DoQ III.. I,K!, 'Ixi�',✓,',���4M�u5����ud.Tp `u�1�s�� ti p N 0 N f0 ' a 0 M T- 00 � !I U L 3� e -0r DIRECTIONAL SIGN 1/4" c VERBIAGE IS PER THE VENDOR TYPE AND NOT THE TENANT NAME Doc.:o Page 83 Of . 157 81-01 DIRECTIONAL SIGN 1/4" = 1' -0,. VERWMGE IS PER THE VENDOR TYPE AND NOT THE TENANT NAME , Ma 4�6�� i mmmmm i L- ----- - - - - -J 75' — 5" r�c- ^'^ E'.? 4id) :''f•: Sqq 4 ><r �,i. r- a %;. r�. . � dam:. =!4 �� v'�; - :,} p SSA a ,� R '� � I � i h ! � ..; `' jj�� • SIGN AGE @ FRONT ELEVATION 1/8" = l' -o„ I Doc. # 98183481 Page 84 of 157 ------ - - - - -- L-------- - - - - -J 1/8" = l' —O" 31' -0' _I "!i' ru ..3,.• ..r .r • .�,•� ._..� •Sw �'f• rr. to 1--o-r1 � SIGNAGE ® LUMBER /EXIT VESTIBULE 1/4" = 1' -0" 98183481 Page 85 of 157 Doc. # s � SIGN AGE ® GARDEN CENTER 1/4n = 1' -0" 0 0 00 00 II Ii 00 00 0, $'—On art` .—RESTAURANT OR RETAIL -.-7777 a 0 %--FIELD STONE T. 2 TENANT SIGN 1/4" = l'—O" T. 3 VERBIAGE IS PER THE VENDOR TYPE AND NOT THE TENANT NAME DOC• # 98183481 P age 8, Of 15 I 2' METRA SIGNAGE 0. TRACK 12" 7 -4' TRAFFIC CONTROL o C w co \ \ co � 01 \ 1 I 12* 7'—go TRAF'F'IC CONTROL Iq lo lb 0 Q0 00 00 00 (D 00 0 I 9'_6• r' iI 1* FR RETAIL SIGNAGE Q METRA STATION / NOT TO SCALE E.6 E.7 VERBIAGE IS PER THE VENDOR TYPE AND NOT THE TENANT NAME i 1 I Doc. # 98183481 Page 90 of 157 254 r' it 0 RETAIL SIGNAGE @ OUTLOT NOT TO SCALE * VERBIAGE IS PER THE VENDOR TYPE AND NOT THE TENANT NAME f D °C. # 98183481 P � age 91 of 157 I I f L E.11 I # 98183481 Page 92 of 157 Doc. i;,•2' AI #2283 RED PLASTIC FACES W/ RED TRIM CAP RETAINERS. PMS -186 RED ALUMINUM ® RETURNS. #04 CL RED ILLUMINATION. %-' #7323 M/HI E PLASTIC FACES W1233 -76 C:' -L, .Y C,'T -- ^LFT IHS ET J : ;WTI :►10 CAP RETAINERS. PMS -343 GREEN ALUMINUM RETURNS. #10 GREEN ARGON ILLUMINATION. 7 SI GN AGE FRONT ELEVATION NOT TO SCALE Illy 22'-0" etrd Lake Cook Road Deerfield ill-C Doc. # 98183481 pag e 93 of 157 SIGNAGE @ METRA STATION NOT TO SCALE " -xz 's ,Pk - - tkIM W-41, 00--xn, 9 I L0 I p N I a. i r V CO M co oo � I �j 0 a- TYP. ALL SIDES) CEDAR MOOD Z GATE. \-COCRETE PAD AREA SEE 11 �4 SITE PLAN FOR INFORMATION / TR ASH ENCLOSURE PLAN l SCALE 1'M4' CEDAR SIDING ew Tr% r!ATF TRASH ENCLOSURE V-LLVA ivlv0 SCALE 114' -1' -0' �i�'�'�►��� 9���L■�� %��1N�j.t'�11�oo 9��ta Sit 7.v 9 !.9 9 0 0 F AX 1101 VERIME 7 E R DRIVE • ]UST E IS REVISIONS ■ PROJECT NAME DEERFIELD DEPOT ■ PROJECT NUMBER 960535 ■ DATE 07 -30-97 ■ DRAWING TITLE TRASH ENCLOSURE @ METRA STATION ■ DRAWING NUMBER SK080597 j Doc. # 98183481 Page 95 of 157 t E.h0/ F SITE DEVELOPMENT SCHEDULE IORC97 In T. A N.— 0 -14. Sr-r+ II.bA :1FF I S. Q1 N.. Ike L. F.A .Al.r Apt Ab N. M A j Scp fA:+ Nu. IAee I b. I VA My A r Al. lun ' Finalize drawings _ Close on property 40d 10/1/97 11/25/97 mbom n..n..�.. - +.I. Ivl , ® ►r. °..r+..a.r1loF.e I .r +A p.ruq l.+ i f ...-n O.P Mintd,p.le.ual.t j I.IL.1111ti.r ;.1 Tr.l. ri.rl.. ' Od 12/1/97 12/1/97 ' Phase I 98d 12/1/97 4/15198 ' Site utilities - nonh lot 98d 12/1/97 4/15/98 ' phase 1I 50d 4/1/98 6/9198 ` Prep west end of HD pad 15d 5/1/98 5/21/98 ' Retaining wall 30d 4/1/98 ' 5/12/98 1 Kiss and ride 20d 4/29/98 5/26/98 ' North parking lot 30d 4/29/98 6/9/98 10 Phase III 156d 5/27/98 12/30/98 " Relocate Metrn cars Id 5/27/98 5/27/98 " Home depot pad prep 20d 5/28/98 6 /24/98 Outlot pad prep 15d 6125/98 7/15/98 Home depot building 135d 6/25/98 12/30/98 East parking lot & utilities 45d 5/28/98 7 /29/98 Train station 90d 7/16198 11/18/93 P.q. 1 m _)�" . Xca— , EXHIBIT "G" LETTER OF CREDIT DATE: IRREVOCABLE LETTER OF CREDIT NUMBER: BENEFICIARY APPLIC ANT VILLAGE OF DEERFIELD DEERFIELD ASSOCIATES, L.L.C. 850 WAUKEGAN ROAD c/o THE HARLEM IRVING COMPANIES, INC. DEERFIELD IL 60015 4104 N HARLEM AVE STE 220 NORRIDGE IL 60634 AMOUNT USD S EXPIRATION WE HEREBY ESTABLISH IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER WHICH IS AVAILABLE WITH US BY SIGHT PAYMENTS) BEARING THE CLAUSE "DRAWN UNDER A2VIERIG -`N NATIONAL BANK AND TRUST COMPANY OF CHICAGO, CHICAGO, ILLINOIS LETTER OF CREDIT NUMBER " AND ACCOMPANIED BY: BENEFICIARY'S SIGNED STATEMENT STATING: - DEERFIELD ASSOCIATES, L.L.C. AS DEVELOPER HAS DEFAULTED IN ITS OBLIGATION TO COMPLETE AND /OR PAY FOR THE INSTALLATION OF PUBLIC 'IMPROVEMENTS "' . THE ABOVE LISTED IMPROVEMENTS, FEES AND COSTS ARE APPLICABLE TO THE PROPERTY KNOWN AS: �I oc. # 98183481 Page 96 of 157 D THE TERM 'LMPROVENfENTS" FOR THE PURPOSE OF THIS LETTER OF CREDIT SHALL MEAN THE LAND DEVELOPMENT INPROVE�fElN -TS DESCRIBED IN THE LETTER PREPARED BY VILLAGE OF DEERFIELD DATED Al\ D AS FURTHER DESCRIBED WITH COST ESTIi*vf.ATES IN THAT CERTAIN LETTER DATED FROM THE VILLAGE OF DEERFIELD. IT IS A CONDITION OF THIS LETTER OF CREDIT THAT THE AIMOUNT AVAILABLE HEREUNDER WILL BE REDUCED FROM TIME TO TIME AS THE IMPROVEMENTS ARE INSTALLED AND APPROVED BY THE VILLAGE ENGINEER, VILLAGE OF DEERFMLD AND THAT THE REFERENCED FEES, COSTS AND CHARGES HAVE ALSO BEEN PAID, LIKEWISE TO THE SATISFACTION OF THE VILLAGE ENGINEER, REDUCTIONS WILL BE MADE UPON OUR RECEIPT OF A WRITTEN REDUCTION REQUEST BY THE APPLICANT AND COUNTERSIGNED BY THE VILLAGE ENGINEER. "WE AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO WILL GIVE WRITTEN NOTICE OF THE EXPIRATION DATE TO THE VILLAGE MANAGER OF THE VILLAGE OF DEERFIELD AT LEAST 30 DAYS PRIOR TO THE EXPIRATION DATE, PROVIDED; HOWEVER, THAT FAILURE TO GIVE SUCH NOTICE SHALL NOT EXTEND THE EXPIRATION DATE OR AFFECT ANY OF OUR OBLIGATIONS HEREUNDER". THIS DOCUMENT CREDIT IS SUBJECT TO THE "UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS" (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 500. IF YOU REQUIRE ANY ASSISTANCE OR HAVE AN,Y QUESTIONS REGARDING THIS TRANSACTION, PLEASE CALL 312 - 661 -5042. AtifERICAN NATIONA!, BANK AND TRUST COMPANY OF CHICAGO c� q. lb / Q 0- h 1. Lot 1 2. Lot 2 $ 355, 887.00 $ 249, 330.00 D' -45-i EXHIBIT "H" i i ' o i o� �O> Q CO C04 i ? ak9 REOA Agreement ti LO O 0) m (D vi m CL Ir- co It M co T- 00 U O � I � 11 v- O O i O r N O I co a 0 M 00 0 O DEERFIELD DEPOT RECIPROCAL EASEMENT AND OPERATING AGREEMENT dated 1997 by and between I V O THE COMMUTER RAIL DIVISION OF THE REGIONAL r TRANSPORTATION AUTHORITY ( "METRA ") and DEERFIELD ASSOCIATES, L.L.C. ( "DEVELOPER ") Address: Deerfield Depot, South of Lake Cook Road on the Metra - Milwaukee District -North Line, Deerfield, Illinois P.I.N. No.. Prepared By and After Recording Return to: Sharon S. Zuiker, Esq. Sidley & Austin One First National Plaza Chicago, IL 60603 DEERFIELD DEPOT RECIPROCAL EASEMENT AND OPERATING AGREEMENT .THIS RECIPROCAL EASEMENT AND OPERATING AGREEMENT (hereinafter called "Agreement "), made as of the day of 1998 by and between DEERFIELD ASSOCIATES, L.L.C., an Illinois limited liability company ( "Developer "), and THE COMMUTER RAIL DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY, a division of an Illinois municipal corporation ( "Metra"). WITNESSETH: RECITALS: A. WHEREAS, Metra is, and will remain, the owner of that certain parcel of land located in Deerfield, Illinois, which parcel is legally described in Part I of Exhibit A attached hereto, and is delineated on the site plan ( "Site Plan ") attached hereto as Exhibit B (the " Metra Parcel "); B. WHEREAS, Metra is about to convey to Developer pursuant to the Contract (hereinafter defined) that certain parcel of land located in Deerfield, Illinois, which parcel is legally described in Part II of Exhibit A and is delineated on Exhibit B (the "Developer Parcel ") ; C. WHEREAS, Metra is also about to convey to Developer or to Developer's nominee, pursuant to the terms of the Contract, three parcels of land located in Deerfield, Illinois, which parcels are legally described in Part III of Exhibit A and are delineated on Exhibit B (the " Outlot Parcels "). D. WHEREAS, as partial consideration for Metra's agreement to convey to Developer the Developer Parcel and the Outlot Parcels, Developer has agreed to construct on the Metra Parcel, pursuant to the terms of the Contract, a commuter railroad station ( "Station ") and to provide a minimum of 745 (but in no event more than 763) parking spaces serving the Station (the " Metra Parking ") a.> shown on Exhibit B; E. WHEREAS, Developer intends to lease a portion of the Developer Parcel to Home Depot (hereinafter defined); F. WHERE-73, Home Depot intends to construct on the portion of the Developer Parcel that it will lease from Developer a retail 1 Doc. # 98183481 Page 101 of 157 building ( "Home Depot Building "); r G. WHEREAS, Developer intends to convey or to cause Metra to convey the Outlot Parcels to one or more third parties who will R construct thereon eating or other retail establishments as permitted hereunder; H. WHEREAS, the Metra Parcel, the Developer Parcel, the Outlot Parcels, and the portion of Deerlake Road vacated and quit - claimed by the Village to the Developer shall hereinafter collectively be called the "Site" and are shown as such on Exhibit B; I. WHEREAS, the signatories hereto desire to make an integrated use of the parcels of land described above; J. WHEREAS, such signatories desire to set forth certain rights, privileges and easements and to impose certain restrictions and covenants upon each Parcel for the benefit of the other Parcels, all as hereinafter set forth; K. WHEREAS, such signatories intend to set forth in this Agreement the rights, obligations, duties and responsibilities in connection with the development, use, operation and maintenance of the Buildings on the Site; NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein and intending to be legally bound hereby, the signatories hereto agree as follows: ARTICLE I DEFINITIONS Section 1.1 Terms Defined. As used in this Agreement, the following terms shall have the following respective meanings: (a) "Access Road" means the road labeled as such on Exhibit B, which road shall include the Pace Bus Turnaround. (b) "Accounting Period" means any period commencing January 1 and ending on the next following December 31. Where any period during the Term is less than a full calendar year, the term "Accounting Period" shall be deemed to mean a partial year, ending on December 31. Where the Term ends earlier than December 31, the last Accounting Period hereunder shall end on the last day of the Term. 2 981834 81 page x.02 of 157 Doc # I (c) "Building" or "Buildings" means the building or buildings to be located on the Site, as described in the Recitals a and as shown on Exhibit B (as such Exhibit may be amended pursuant to Section 7.1), and as subsequently erected. The term "Buildings" does not include the Station or any temporary structures other than those erected in connection with seasonal sales and promotional activities. (d) "Claims" means actions, suits, claims, penalties, damages and expenses, including reasonable attorneys' and professionals' fees and court costs, in connection with a stated matter. (e) "Common Area" means (i) all those portions of the Outlot Parcels located in the space between the curbs surrounding the Buildings erected thereon and the lot lines of each Parcel-, and (ii) all of the Developer Parcel (other than any portion thereof comprising (1) a Retail Parcel and (2) the Truck Facilities) which will, upon completion of construction of the various facilities and improvements, be available for the non - exclusive use, convenience and benefit of the Owners, Metra (or any successor owner of the Metra Parcel), NIRCRC (hereinafter defined) and their Permittees. The Common Area shall include the Retail Parking, roadways and traffic lanes, bridges and traffic signals, lighting standards, traffic and directional signs, Site identification signs, sidewalks and walkways, landscaped and planted areas, public stairways, public escalators, bus stops and fire corridors all to the extent located on the Developer Parcel and Outlot Parcels. Notwithstanding anything to the contrary contained herein, under no circumstances shall any portion of the Metra Parcel be deemed part of the Common Area. (f) "Common Utility Facilities" means storm drainage facilities including storm water retention basins, ponds or areas (other than areas for surface water runoff described in Section 4.5), sanitary sewer systems, gas lines, water lines and systems, fire protection installations, power and telephone cables and lines and cable television systems for security purposes, if any, and other forms of energy, signals or services which are available for joint service to Buildings and other improvements located on the Site, excluding those facilities available for the exclusive use of any Parcel, all as shown on those certain engineering drawings prepared by Gewalt- Hamilton & Associates, Inc. dated and numbered and Greenberg Farrow Architecture Incorporated dated and numbered and as may be re- located from time to time. 3 1� 1 83481 page 03 °t Doi. (g) "Contract" means that certain Real Estate Sale Con--=ac= dated 1997, between Metra and Developer. (h) "Deerlake Road" means the road that runs from the intersection of Lake Cook Road south to the curb cut that allows access to the office building immediately west of the Site, as depicted on the Site Plan. (i) "Developer" has the meaning set forth in the introductory paragraph hereto. (j) "Developer Parcel" has the meaning set for,th in the Recitals hereto. (k) "Egress Road" has the meaning set forth in Section 4.8. (1) "Emergency" means the threat of immediate injury o= damage of a material nature to persons or property, or the immediate imposition of a criminal fine or penalty, without the right of appeal or a hearing. (m) "Home Depot" means Home Depot U.S.A., Inc. and any successor to Home Depot U.S.A., Inc., whether by assignment cr sublease of the Lease between Developer and Home Depot U.S.A., Inc. described in the Recitals ( "Home Depot Lease "), or by a -new- Lease with the Developer for the premises described in the Hc_me Depot Lease. (n) "Home Depot Building" has the meaning set forth in the Recitals hereto. (o) "Lease" means the lease or other instrument or arrangement whereunder a Person has acquired rights with respect to the use and occupancy of all or any portion of any Parcel, but only while such lease or other instrument is in effect. (p) "Legal Requirements" means federal, state and local statutes, laws, regulations, codes and other requirements applicable to a stated matter at the time the applicable provision is being applied. ' (q) " Metra" has the meaning set forth in the introductory paragraph hereto. (r) " Metra Improvements" means the Station, platforms, Metra Parking, certain temporary parking and certain other Site improvements constructed on the Metra Parcel other than the Access Road. 4 Doc. # 98183481 Page 104 of 157 (s) " Metra Parcel" has the meaning set forth in the Recitals hereto. (t) " Metra Parking" has the meaning set forth in the Recitals hereto. (u) "Net Rentable Area" means the total number of square feet of all interior floor areas in a Building excluding any penthouse not used primarily for retail sales and further excluding the sum of the following areas (i) Areas primarily devoted to loading and receiving of merchandise including the Truck Facilities (but no interior space within the walls of a building shall be deemed Truck Facilities); (ii) Mezzanine areas primarily devoted to office or storage uses; (iii) the outdoor garden center, if any, of the Home Depot Building; and (iv) the outdoor patios, if any, of the Outlots. At any time there is no completed Building on an Outlot, whether prior to the initial construction thereof, after casualty, condemnation, alteration, razing or otherwise, the "Net Rentable Area" of that Building shall be assigned the square footage approved in the PUD. A building is deemed to be "complete" on the earlier to occur of (1) the issuance by the Village and the. Northbrook Fire Department of a certificate of occupancy for the Building, or (2) the date the Building is opened to the public for business or, if not generally opened to the public such as a warehouse facility, when the Building is first utilized for any purpose by the Owner or Occupant thereof. (v) "Occupant" means the Person (or Persons) who from time to time is entitled to the exclusive use and occupancy of all or any portion of any Parcel under a Lease. (w) " Outlot Parcels" has the meaning set forth in the Recitals hereto. (x) "Owner" or "Owners" means the from of fee simple title to the Developer Parcel Parcels, but in no event shall include Metra owner of the Metra Parcel) even if Metra (or 5 Doc. 883481 page 105 / Of 1s, / time to time owners and the Outlot (or any successor such successor owner) should at any time own fee simple title to the Developer Parcel or Outlot Parcels. In the event that, after the initial sale of the Developer Parcel or any Outlot Parcel, Metra takes title to all or any part of the Developer.Parcel or any Outlot Parcel, Developer shall not be required to provide any service to such part of the Developer Parcel or Outlot Parcel during the period that it is owned by Metra. (y) "Pace Bus Turnaround" means that portion of the Access Road designated for the unloading and loading of commuters reaching the Station by means of busses forming a part of a "PACE" system, as shown on Exhibit B. (z) "Parcel" or "Parcels" means the Metra Parcel, the Developer Parcel, any Retail Parcel, and /or any Outlot Parcel, without distinction among them. (aa) "Permittee" means the Occupants, and each of the Owner's, Occupant's and Metra's respective officers, directors, members, managers, employees, agents, contractors, customers, visitors, invitees, licensees, tenants, subtenants and concessionaires. (bb) "Person(s)" means individuals, partnerships, firms, associations, limited liability companies, corporations, and any other form of legal entity. (cc) "PUD" means the planned unit development for development of the Site adopted by an ordinance enacted by the Village on , 1997 as No. , as such ordinance may be amended from time to time. Exhibit B is the site plan approved under the PUD. (dd) "Retail Parcels" means the Outlot Parcels other than any Common Area portion thereof, and those portions of the Developer Parcel subject to the exclusive use and occupancy o_ an Occupant under a Lease. (ee) "Retail Parking" means all portions of the Developer Parcel and Outlot Parcels designated as such on Exhibit B. (ff) "Shared Costs" means the sum of all moneys paid ou_ during an Account Period for: (i) the contribution to the cost of maintaining the Metra Parking pursuant to Section 10.3(a); and 6 I, Doc. # 98183481 Page 106 of 157 (iii) obligations imposed on the Developer as to cer =air: off -site utility lines and related facilities pursuant tc that certain Development Agreement dated , 1997 between Developer and the Village ( "Development Agreemen="); and (iv) to the extent not included in the preceding clauses (i), (ii) and (iii), the performance by Developer of any obligations imposed on it under this Agreement (other than the initial construction of improvements required under the Contract) and the enforcement of the provisions of ti's Agreement against any Person; and - 7 Doc. # 98183481 Page 107 of 157 (ii) reasonable costs and expenses, net of any income derived from use of the Shared Facilities (as hereinafter defined) (other than income from telephones and other Shared Facility amenities on which no profit is made), directly relating to the management, operation, maintenance, repair g. and replacement, as applicable, of the (1) Common Area, (2) � Wetlands, (3) Common Utility Facilities, 4 , y ( ) Access Road r .(5) Deerlake Road; (6) Temporary Access;.and (7) the pylcn sign on the Metra property to the east of the railroad tracks described in Section 20.1 (collectively, the "Shared Facilities "), including the cost of maintenance, repair, replacement and reconstruction work as shall be required _n accordance with the provisions of Section 10.1 including rental charges for equipment rented from third parties; to cost of small tools and supplies and other non - capital items of equipment used exclusively in the management, operaticn, maintenance, repair or replacement of the Shared Facilities; all costs of policing and security protection; all costs of traffic direction, control and regulation; all costs of cleaning and removal of rubbish, dirt and debris; the cos- of landscaping and supplies incident thereto; all costs relating to the road and parking improvements (including :he removal of snow and ice, sealing, repair of potholes, restriping and maintenance, repair and replacement of lighting fixtures, but exclusive of costs of repairs necessary to correct faulty installation); the cost of 1_yht bulbs, ballasts and light bulb replacement and charges fcr utility services utilized in connection therewith; premiums on liability insurance required hereunder, and on fire, extended coverage and vandalism insurance for coverage o-ly of equipment used in maintenance; special assessments, real estate taxes and other governmental impositions, and auditing and other professional fees and expenses in connection with the determination, certification and collection of Shared Costs; and (iii) obligations imposed on the Developer as to cer =air: off -site utility lines and related facilities pursuant tc that certain Development Agreement dated , 1997 between Developer and the Village ( "Development Agreemen="); and (iv) to the extent not included in the preceding clauses (i), (ii) and (iii), the performance by Developer of any obligations imposed on it under this Agreement (other than the initial construction of improvements required under the Contract) and the enforcement of the provisions of ti's Agreement against any Person; and - 7 Doc. # 98183481 Page 107 of 157 M a management and administrative fee not to exceed 10% of the Shared Costs (exclusive of this fee), which =_ A Developer or a Person affiliated with Developer is then managing the Common Area, shall be equal to 10* of the Shared Costs (exclusive of this fee). Shared Costs shall specifically exclude executive compensatic~ and general overhead; ground rent; debt service; interest; amortization and depreciation (except with respect to personal v used exclusively in the operation, maintenance and management-- of the Shared Facilities); income taxes; initial construction a -nd installation costs incurred under the Contract and repair of fire or other casualty damage to the extent covered by insurance (provided that deductibles in commercially reasonable amounts shall be included in Shared Costs). Where all or a portion of special assessments, real estate taxes or other governmental impositions applicable to a Shared Facility are billed togeter with like items that do not pertain to the Shared Facilities, only that portion applicable to the Shared Facilities shall be included in Shared Costs. The following rules will govern the allocation of such items to Shared Costs: (1) Where the Shared Facilities are assessed as land only (and not also as improvements), then the item shall be allocated to Shared Costs in the ratio wh -ch the acreage of the land comprising the-Shared Facilities bears to the acreage of all of the land included in that bill. (2) Where Shared Facilities are assessed as improvements, then the amount of the land allocation -n the preceding clause (1) shall be added to an amount: equal to the product of the assessment applicable -o the improvements included in that bill, multiplied by the ratio which the square footage of the improvements comprising the Shared Facilities bears to the square footage of all improvements included in that bill. (3) Where Shared Facilities are assessed other than as "land" or as "improvements," the bill shall be allocated to the Shared Facilities in a manner consistent with the concepts in the preceding clauses (1) and (2), or if not feasible, then using any of -e= equitable manner determined by Developer in its reasonably discretion, after consulting with the payee as to the method used to compute the applicable bill. Developer shall be entitled to rely on worksheets and other information provided by the payee as to the amount of, and rr.et zd I. i t 1 j Doc. # 98183481 Page 1 9 08 of 157 used to, compute the applicable bill, and on a plat or survey or other measurement provided by a third party surveyor or similar professional to establish sharing ratios. Nothing in this paragraph (ff) shall be deemed to preclude any additional or different charges being charged by Developer to an Occupant pursuant to any Lease between Developer and such Occupant. (gg) "Site" has the meaning set forth in the Recitals hereto. (hh) "Station" has the meaning set forth in the Recitals hereto. (ii) "Taking" has the meaning set forth in Section 19.1. "Temporary Access" means the temporary ingress and egress right -of -way that exists on the date of this Agreement between Lake Cook Road and the current commuter railroad station. Until the Access Road is constructed as provided for hereunder and under the Contract, unless otherwise provided hereunder, all of the terms and provisions relating to the Access Road shall apply to the Temporary Access, other than any portion thereof that is publicly dedicated. (kk) "Term" has the meaning set forth in Section 3.1. (11) "Truck Facilities" means any truck courts, docks and ramps contiguous thereto, areas for truck loading and unloading and /or truck parking contained on a Retail Parcel. (mm) "Village" means the Village of Deerfield, Illinois. (nn) "wetlands" means those certain wetlands located on the Site as shown on Exhibit B. Section 1.2 Additions or Replacements. Notwithstanding anything to the contrary contained in Section 1.1, and unless the express language or context of this Agreement shall otherwise indicate: (a) any reference in any definition to any improvement whatsoever including Buildings and parking areas shall be deemed also to refer to such improvement as it may exist from time to time and to any expansion, alteration, reconstruction or replacement thereof; and I 9 Doc, # 98183481 Page 109 of 157 I (b) if a Parcel is hereafter divided, the term "Parcel" shall mean any such divided Parcel, and provisions of this Agreement applicable to any of the " Metra Parcel," "Developer Parcel," "Retail Parcel" or "Outlot Parcel" shall apply to such divided Parcel which formerly comprised a part of such denominated Parcel; and .(c) references to Exhibit B shall mean the exhibit initially attached to this Agreement, and any amended site plan adopted in accordance with the Village zoning ordinance. Developer shall promptly record an amendment to this Agreement whenever the site plan is so amended. ARTICLE II (Intentionally omitted.] ARTICLE III TERM OF AGREEMENT Section 3.1 Term. The term of this Agreement ( "Term ") shall commence on the date hereof and shall continue in perpetuity, unless all'of the Owners and Occupants agree that this Agreement shall be terminated and execute a recordable instrument providing for such termination. If this term is held to violate any rule against perpetuities or similar rule or law, the Term will extend only 21 years after the death of all descendants of former United States Ambassador Joseph Kennedy who are living or in gestation on the date of this Agreement. ARTICLE IV GRANT OF EASEMENTS Section 4.1 Definitions and Documentation. Articles IV and V set forth the easements and licenses (and the terms and conditions thereof) which the Owners and Metra hereby grant to each other. As used in Articles IV and V: (a) Metra and any Owner of any portion of the Site granting an easement or license is referred to as the "Grantor" thereo it being intended that the grant by a Grantor shall thereby bind and include not only such Grantor but also any Occupant of such Grantor's Parcel, and their respective grantees, successors and assigns; Doc. # 98183481 Page 110 of 157 - J 1 i Doc (b) A Person to whom an easement or license is granted is referred to as the "Grantee" thereof, it being intended that t ^e grant shall benefit and include not only such Person but also any Permittees of such Person and their respective grantees, successors and assigns; .(c) The word "in ", in respect of an easement grant "in" a particular Parcel means, as the context may require, "in ", "to", "on", "over ", "through ", "upon ", "across ", and /or "under "; and (d) For the purposes of Articles IV and V, the word "Parcel" shall mean the Parcel of a Grantee or Grantor. As to the easements and licenses herein granted: (i) The grant of a particular easement or license by a Grantor shall bind and burden its Parcel which shall, for the purposes of this Article IV, be deemed to be the servient tenement, but where only a portion thereof is bound and burdened by the particular easement, only that portion thereof so bound and burdened shall be deemed to be the servient tenement; (ii) the grant of a particular easement or license to a Grantee shall benefit its respective Parcel which shall, for the purposes of this Article IV, be deemed to be the dominant tenement, but where only a portion thereof is so benefitted, only that portion so benefitted shall be deemed to be the dominant tenement; (iii) All easements and licenses granted in this Article IV and in Article V shall exist by virtue of this Agreement without the necessity of confirmation by any other document. However, Metra and each Owner shall, as to any easement or license, at the request of Met-ra or another Owner and upon the submission of an appropriate document in form and substance acceptable to both parties, execute and acknowledge such a document memorializing the existence, or the extinguishment (in whole or in part), or the release in respect of all or any portion of any Parcel, as the case may be, of any easement or license; and (iv) All easements and licenses hereby granted are, unless limited herein, non - exclusive and irrevocable and shall be deemed easements appurtenant and not in gross. (e) To the extent any of the easements and licenses granted in Articles IV and V permit any Person to enter onto the Metra # 98183481 Page 111 of 157 11 Parcel, each such Person shall, upon such entry, comply with a— posted signs-and all rules and regulations of Metra of which applicable Person has been given notice relating to construct_- activities, vehicular operation or parking on railroad proper 7. Section 4.2 Easements for Perpetual Access Road. (a) Metra hereby grants to Northeast Illinois Regional .p Commuter Railroad Corporation, a public corporation ( "NIRCRC "), Developer, the Owners of the Outlot Parcels, and the Permittee-c, a perpetual easement on, over and across the Access Road for vehicular and pedestrian traffic. Developer covenants, and the easement granted to Developer under this Section 4.2 shall per-_'' Developer, to maintain, clean, repair and replace (other than replacements necessary in the event of a condemnation or with respect to the Pace Bus Turnaround) the Access Road in good, see condition (as more specifically set forth in Section 10.1 here : =) so that it is usable for its intended purposes, without interruption to Metra or the Grantees thereof. (b) Metra shall have erect stop signs and other establish reasonable rules Access Road, including spe their Permittees utilizing rules and regulations. the right, but not the obligation, .c traffic control devices and to and regulations with respect to the ad limits, and NIRCRC, the Owners and the Access Road shall comply with =�c (c) Until such time as the Access Road is completed as provided for hereunder and under the Contract, Developer hereby grants to Metra, NIRCRC, the Owners of the Outlot Parcels and = ^e Permittees an easement on, over and across the Temporary Acces-s, to the extent located on the Developer Parcel, for vehicular a -d pedestrian traffic. Section 4.3 Easements for Sians. Metra hereby grants to Developer easements to install, maintain, repair, use and oper_te one Site identification sign on the Metra Parcel and one Site identification sign on property owned by Metra to the east of =he railroad tracks (which signs shall comply with the terms and provisions of Article XX), the location, size and character of which shall be approved by Metra prior to the installation thereof. In no event shall such signs interfere with the cleat line of sight between incoming and outgoing trains and pedestrian and vehicular railroad track crossings. To the extent that Developer shall exercise the easements described in this Sect_ ,-n 4.3, it shall defend, indemnify and save Metra harmless from and against any and all Claims arising therefrom to the extent provided in Article XV. - 12 r Doc. # 98183481 Page 112 of 157 i Section 4.4 Easements to Perform the Right of Self-Help. (a) The Owners hereby grant to Metra and NIRCRC easements a to enter upon their respective Parcels, and onto all improvements thereon (other than the Buildings), as and to the extent necessary to cure any situation causing the build -up of storm water on the Metra Parcel or any situation interfering with commuter parking and /or railway service or otherwise immediately and materially interfering with the use and operation of the Metra Parcel which is not cured by the applicable Owner or Owners within twenty -four (24) hours after written notice from Metra (unless within such twenty -four (24) hour period the applicable Owner or Owners shall take such action as is reasonably calculated to commence the curing thereof to completion). (b) Metra hereby grants to Developer and the Owners of the Outlot Parcels easements to enter upon the Metra Parcel, and onto all improvements thereof, as and to the extent necessary to cure any situation causing the build -up of storm water on Developer Parcel or any Outlot Parcel or any situation immediately and materially interfering with the use and operation of the Developer Parcel or any Outlot Parcel which is not cured by Metra within twenty -four (24) hours after written notice from Developer or the applicable Owner (unless within such twenty -four (24) hour period Metra shall take such action as is reasonably calculated to commence the curing thereof to completion). (c) Metra hereby grants to Home Depot U.S.A., Inc. an easement to enter upon the Metra Parking for the purpose of repairing any pot holes or other defects in the surface that interfere with the safe driveable condition thereof that are not repaired by Metra within twenty -four (24) hours after written notice from Home Depot U.S.A., Inc. This easement shall terminate upon the expiration or termination of the Home Depot Lease and shall run to an assignee of Home Depot U.S.A., Inc.'s interest under the Home Depot Lease only if such assignee is approved by the Village. (d) Each Owner hereby grants to the Person exercising self - help rights under Section 11.1 the right to enter onto the Owner's Parcel as reasonably necessary for the Person to exercise such rights. (e) In utilizing the easements granted in this Section 4.4, each Person shall use good faith efforts not to interrupt or unreasonably interfere with the business being conducted on the Parcel it enters to perform the right of self -help. 13 Doc. # 98183481 Page 113 of 157 i Section 4.5 Easements for Surface Water Run -Off. Commencing upon the completion of the Retail Parking and the Metra Parking, Developer and Metra hereby grant each other, NIRCRC and to the other Owners easements to use the Retail Parking, the Metra Parking and the Wetlands for surface storm water run -off to storm water facilities on the Site. Metra and each -Owner and Occupant acknowledge that all construction impacting surface water run -off to the Wetlands, together wi management, monitoring and reporting with respect to the Wetlands, must be in accordance with all permits and requirements issued by the Army Corps. of Engineers and all requirements c= and permits issued under the Village storm water ordinance. Section 4.6 Easements for Repair to Structures on Grantee's Parcel. Metra and each Owner hereby grants to Metra, NIRCRC and the other Owners easements for the purpose of maintaining, repairing, reconstructing or replacing any of the improvements of the Grantee located in such proximity to the Grantor's Parce that such improvements can, in no other practical manner, be so maintained, repaired or reconstructed. Such easements shall permit the Grantee and its employees, agents and contractors, to enter upon and use such parts of the Grantor's Parcel as are adjacent to the perimeter of said improvements only to such extent, in such manner (including the erection of scaffolding) and for so long as is reasonably necessary to the accomplishment of said purpose; provided, however, and on condition that, each such Grantee shall: (a) give the Grantor prior notice and not act under this easement right until the Grantor approves the location of such work (including scaffolding), and (b) comply with any reasonable construction barrier requests of Grantor, and (c) not interrupt the business being conducted on the Grantor's Parcel or unreasonably interfere therewith, and (d) restore the portion of the Parcel and any improvements thereon so used to the same or as good condition as existed immediately before such work was begun. Such Grantee covenants that it will defend, indemnify and sa-:e the Grantor harmless from and against any and all Claims arising from injury or death to persons and /or damage to property on the Grantee's or Grantor's Parcel growing out of or resulting from maintenance, repair or reconstruction done pursuant hereto, as and to the extent provided in Article XV. i Doc. # i i 98183481 Page 114 of 157 14 Section 4.7 Easements for Common Utility Facilities. Metra and each Owner hereby grants to Metra, NIRCRC and the other Owners the following easements on its Parcel for Common Utility Facilities (the term "Pipe(s) ", as used in this Section shall_ 3 mean "pipe(s) ", and /or "line(s) ", and /or "conduit(s) ", and /or "wire(s) ", and /or "cable(s) ", and /or "other means of providing utility facilities ", as the context may require): 2,2 e.F (a) Easements for the use of all Pipes comprising the Common Utility Facilities. (b) Easements.in the Parcel of the Grantor for the purposes of connecting any and all of the Pipe(s) or the Common Utility Facilities, with any facilities on the Parcel of the Grantee to the extent that location thereon is authorized under the PUD or otherwise approved by the Grantor in accordance with Section 4.7(c); and after any such connection for the purpose of using, operating, maintaining, repairing, replacing, or, subject to Grantor's consent, relocating or enlarging any or all of said Pipe(s), subject to the provisions of Section 4.7(c). (c) For the purpose of exercising the rights granted in paragraph (b) of this Section 4.7, each Grantee, and its employees, agents and contractors, shall have the right to enter upon and use the Parcel of each Grantor to such extent and so long as reasonably necessary to accomplish such purposes, subject to the following conditions and requirements: (i) no less than thirty (30) days prior written notice shall be given to the Grantor that Grantee anticipates doing such work, together with notification of the nature and extent of such work, the proposed area of such work, and the anticipated date of start of such work; but if the work involved is emergency repair work, only such advance notice, written or oral, as is reasonably practicable need be given; (ii) vehicular access to the Metra Parking and the Station from Lake Cook Road and parking spaces equal to the number of spaces then available to commuters shall at all times be maintained and unimpeded; (iii) This paragraph (c) shall not permit any such work i= as a result thereof any utility connection located on any portion of the Site other than the Grantee's Parcel or the ability so to utilize Common Utility Facilities by - any other Person is materially adversely affected, unless in any such latter case, the Person(s) who is 15 I Doc. # 98183481 Page 115 of 157 (are) so affected shall consent to such work and the Grantee proposing to do such work shall agree (and place the money therefore in escrow, if reasonably required by such Person(s)) to pay all (direct or indirect) costs and damages resulting the performance of such work by such Grantee; (iv) such work shall be done at the sole cost of the Grantee undertaking the same and shall be performed in such a manner as not to interrupt the business being conducted on the Grantor's Parcel or unreasonably interfere therewith, or to interrupt or increase the costs of the utility services to the Grantor's Parcel. Without limiting the generality of the foregoing, the Grantee hereby agrees to cooperate with the local personnel of the Grantor, and to notify and obtain prior approval from the Grantor's local personnel prior to expected interruption in electrical service, which approval may be withheld in the sole discretion of the Grantor where the work will materially and adversely interfere with the business of the Grantor; and (v) after the completion of such work, the Grantee shall, at its own cost and expense, restore the portion of the Parcel and improvements of the Grantor so used to the same or as good condition as existed immediately before the commencement of such work. (d) Grantee covenants that it will defend, indemnify and save the Grantor harmless from and against any and all Claims arising from injury or death to persons and /or damage to property on the Parcel of Grantee and /or Grantor growing out of or resulting from Grantee's use of the easements described in this Section 4.7, as and to the extent provided in Article XV. (e) The easements granted in paragraphs (a) and (b) of this Section 4.7 shall be exclusive, insofar as they relate to Pipe(s) which are lateral(s) to service only the Building in question located within the building line of the respective Grantee and non - exclusive insofar as they relate to any other Common Utility Facilities. To the extent that any such easements are exclusive, the Grantee in question shall at all times do all work necessary to maintain the same and shall assume and pay all costs incurred in the maintenance, repair, replacement and /or enlargement thereof. (f) An Owner shall have the right to relocate any Pipe(s) located on its own Parcel if reasonably deemed by such Owner to be necessary to the enjoyment of its Parcel, if such Owner 16 I �. # 98183481 Page 116 of 157 complies with all of the conditions imposed upon Grantee by Section 4.7(c). Section 4.8 Easement for Commuter Egress. Developer hereby grants and Home Depot and any and all other Occupants on the Developer Parcel, by virtue of entering into a Lease, grant to Metra and NIRCRC an easement across the paved area along the southern border of the Developer Parcel and identified on Exhibit B hereto as 1124' Fire Lane /Service Drive" ( "Egress Road ") for use by Metra, NIRCRC and their respective Permittees as a means of egress from the Metra Parcel between the hours of 3:00 p.m. and 7:30 p.m. Monday through Friday. Developer, Home Depot and any and all other tenants on the Developer Parcel covenant and agree that egress from the Metra Parcel across such Egress Road shall not be impeded during such hours. Section 4.9 Permanent Easements. Each easement described in this Article IV, although intended to be perpetual (unless otherwise set forth herein), shall expire, terminate, and be extinguished in relation to any Grantee(s) when such easement is not used for a continuous period of four (4) years by such Grantee, or those holding under or through such Grantee (non -use resulting from any cause or event set forth in Article XVI or from Taking, or any reasonable interruptions incidental to the conduct of a business, or made reasonably necessary because of construction, alterations, improvements or repairs, shall not be deemed to be non -use for the purposes hereof). Section 4.10 Easements to Public Authorities. To the extent required by a governmental authority, or public utility company,or authority, Metra and each Owner agrees to, and Metra and each Owner may, grant to governmental authorities or any public utility company(ies) or authority formed pursuant to law having jurisdiction, easements in its Parcel, located all in accordance with the requirements of Section 4.7 and otherwise subject and subordinate to this Agreement and in form and content acceptable to the Grantor, for the installation and /or maintenance and operation of utility facilities reasonably required for any or all Parcels. Such easement(s) shall be continuous so long as such authority or company(ies) uses the same to provide utility services to any part of the Parcel. Section 4.11 Extinguishment of Easements. Any easements granted hereby may be released, extinguished, amended, waived, or modified by instrument, in recordable form, executed by Metra and /or the Owners and Occupants of the Parcels, as applicable, who are benefitted and burdened by such easements. Section 4.12 Miscellaneous. 17 C Doc. # 98183481 Page 117 of 157- (a) Nothing contained in this Article IV (or in Article V) shall be deemed to constitute a dedication of any Parcel or any portion or portions thereof to any public authority or to the general public. (b) Developer hereby reserves the right from time to time to close off all or any part of the Common Area (other than the Temporary Access, Deerlake Road, the Deerlake Road intersection and the sidewalks and walkways that are necessary to pedestrian access to all completed Buildings on the Site) for such reasonable period of time as may be necessary in order to avoid the possibility of dedicating same for public use or creating prescriptive rights therein. Before closing off the Common Area for such purpose, Developer shall give notice to Metra and all Owners of Parcels within the Site and the Occupant of the Developer Parcel of its intention to do so and shall attempt to coordinate its closing with the activities of Metra and those Owners. In order to avoid unreasonable interference with the operation of the Site, such closing shall take place within a reasonable time after such notice, and if possible, at a time or upon a day when neither shoppers on the Developer Parcel, patrons to the Outlot Parcels nor commuters on the Metra Parcel will suffer material interference. (c) Neither Metra nor any Owner of any part of the Site shall grant any easement in any portion of the Site that will interfere with the easements granted hereunder, except for grants to governmental authorities or a public utility company or authority as provided in Section 4.10. (d) Developer and Metra hereby agree that neither party will, by act or omission, modify or terminate the temporary easement granted by Cook County which provides access from Lake Cook Road to the Site except in connection with the dedication_ of additional right -of -way for Lake Cook Road by Cook County or the dedication of a newly configured Deerlake Road by the Village, in either case, to link the Access Road to Lake Cook Road, or otherwise in connection with the development of the Access Road. ARTICLE V GRANT OF LICENSES Section 5.1 Temporary License to Perform the Work. Eacr- Owner hereby grants to the other Owners and Metra hereby grams to the Developer a temporary license to enter upon its Parcel for t j Doc. # 98183481 Page 118 of 157 18 the purpose of engaging in activities necessary to the performance of the construction work described in Article VII, said license to be granted only to the extent necessary and to terminate when such activities are no longer necessary. Said license shall not permit the use of any portion of the train 24 platforms on the Metra Parcel or of any portion of any Parcel upon. which a Building is to be located if construction of such Building would thereby be interfered with or delayed. Any Person enjoying such license shall be deemed to be bound by the provisions of Sections 4.7(c) and 7.1 with respect to such construction work and that portion of the Parcel of the other so used. The Grantee covenants that it will defend, indemnify and. save the Grantor harmless from and against any and all Claims arising from injury or death to persons and /or damage to property on the Grantee's or Grantor's Parcel growing out of or resulting from the Grantee's use of the licenses granted in this Section 5.1, as and to the extent provided in Article XV. The licenses referred to in this Section 5.1 shall be deemed irrevocable for the term needed by the Grantee as provided hereunder. Section 5.2 License to Use Common Area. (a) Commencing upon completion of construction of the Common Area, each Owner hereby grants to the other Owners and their respective Permittees a non - exclusive license to use each portion of the Common Area located on its Parcel (other than the Retail Parking) for its intended purposes. (b) The licenses provided in this Section 5.2 are subject in each case to the rights to use the Common Area for other purposes specifically provided herein, and the rights, if any, of each Grantor to change, relocate and.discontinue use of portions of the Common Area to the extent specifically permitted in this Agreement. Section 5.3 Licenses for Parking. (a) Commencing upon completion of the Metra Parking and continuing for so long as Metra uses the Metra Parking as a parking lot (which, with respect to the Restricted Area described in Section 5.3(f), shall extend to the earlier to occur of the expiration or termination of the Home Depot Lease or an assignment of Home Depot's interest under the Home Depot Lease to an assignee that is not approved by the Village), Metra hereby grants to the Owners and their Permittees a non - exclusive license to park in the Metra Parking between the hours of 11:00 a.m. and 5:00 a.m. Monday through Friday, and 11:30 a.m. on Saturday through 5:00 a.m. on Monday; provided, however, that such license shall not be valid (i) on one of July 2, 3 and 4 of each year 19 183481 e 119 01 157 i p0c page # 98 9 Doc. # i (ii) up to four (4) additional days each year which in no event shall be made up of consecutive Saturdays and Sundays (unless warranted by an Emergency). Metra shall provide the Owners with at least thirty (30) days prior written notice of each day that such license shall not be valid. Permittees on the Retail Parcels shall have no right to park in the Metra Parking other than, as set forth in this Section 5.3 (unless otherwise permitted by Metra) provided, however, that the Owners and Occupants of the Retail Parcels shall have no obligation to enforce the foregoing restriction. During the permitted hours, the gate between the Metra Parking and the Retail Parking may be opened by Developer (or an Occupant) to allow for such parking. At no time shall any flat -bed trucks, tractor and semi - trailers or vehicles in excess of twenty (20) feet in length be permitted to park in the Metra Parking. (b) Commencing upon completion of the Retail Parking, Developer hereby grants to the Owners of the Retail Parcels and their Permittees a non - exclusive license to use the Retail Parking. Each Outlot Owner shall cause its employees to park either (i) within the Retail Parking area falling within that Owner's Outlot, or (ii) within the Northerly 5 rows of the Retail Parking falling within the Developer Parcel. Within 5 days a'ter Developer's request, each Outlot Owner shall provide Developer with a list of the license plate numbers and vehicle description of vehicles used by that Outlot Owner's employees. . (c) Permittees using the train service from the Metra Parcel shall have no right to park in any of the Retail Parking; provided, howeveg, that Metra shall have no obligation to enforce the foregoing restriction. Developer shall have the right to erect a wrought iron fence barrier with sliding gate (in a location to be approved by Metra) between the northeast corner of the Home Depot Building and the southeast corner of the Building on the most easterly Outlot Parcel, as depicted on the Site P_an. Said fence shall not exceed the height approved by the Village. (d) With respect to the Retail Parking and the Metra Parking, Developer and Metra each respectively have the right to post signs advising the public of the parking restrictions and may enforce these restrictions by towing or other legal means. (e) At any time during which (i) Developer is constructing the Access Road or Metra Improvements, and (ii) any Owner or Occupant is constructing a Building on a Retail Parcel, Developer shall have the right to impose and enforce reasonable rules and regulations with respect to the use of the Retail Parking for such construction activities to maximize, to the extent practicable, the availability of parking for patrons of other I 20 I 98183481 Page 120 of 7 157 Owners and Occupants who have a license to use the Retail Parking. (f) (1) If at any time the use of the Metra Parcel as a commuter railroad station is changed or any portion of the Metra Parcel is developed to add another use, the portion of the Metra Parking identified as the "Restricted Area" on Exhibit B shall not be used to satisfy the Legal Requirements relating to required parking for such changed or new use. The foregoing restriction shall terminate upon the expiration or termination of the Home Depot Lease and shall run to an assignee of Home Depot U.S.A., Inc.'s interest under the Home Depot Lease only if such assignee is approved by the Village. (ii) Neither Developer, the Owners of the Outlot Parcels nor any of their respective Permittees shall have the right to park in any parking area constructed on the Metra Parcel that is not part of the Metra Parking described herein. (g) Metra shall be permitted to temporarily interfere with and /or reduce the number of spaces in the Metra Parking in connection with any construction taking place on the Metra Parcel so long as such interference and /or reduction does not materi-ally and adversely affect the business being conducted by an Owner or Occupant of the Developer Parcel or any Outlot Parcel. Section 5.4 License for Truck Egress. Metra hereby grants to Developer a non - exclusive license (which Developer hereby grants to the Occupant under the Home Depot Lease) to utilize the lane along the west edge of the Metra Parking for truck egress from the Developer Parcel; provided, however, that such license shall not be valid and trucks shall not use the Metra Parking between the hours of 4:30 a.m. and 7:30 a.m. and 5 :00 p.m. and 7 :00 p.m. unless an Emergency requires that egress be made through the Metra Parking during such restricted periods. Developer shall pay Metra $500.00 for each violation of the restrictions set forth in the foregoing sentence. During the permitted hours, the gate between the Metra Parking and the Retail Parking may be opened by Developer (or an Occupant) to allow for such truck egress. Notwithstanding the provisions of Section 5.5, this license for truck egress shall expire upon the expiration or termination of the Home Depot Lease and shall run to an assignee of Home Depot U.S.A., Inc.'s interest under the Home Depot Lease only if such Assignee is approved by the Village in writing. Section 5.5 Extinguishment of Licenses. Any of the licenses granted in this Agreement may be released, extinguished, amended, waived or modified by instrument in recordable form, 21 I Doc. # 98183481 Page 121 of 157 executed by Metra and /or the Owners and Occupants of the Parcels, as applicable, who are benefitted and burdened by such license (s) . _ ARTICLE VI [Intentionally omitted.) ARTICLE VII CONSTRUCTION REQUIREMENTS AND STANDARDS Section 7.1 Initial Construction. Home Depot intends to construct the Home Depot Building, and the Owners of the Outlot Parcels (but in no event including Metra and Developer) intend tc construct Buildings for their approved uses, in each case, as shown on Exhibit B. Developer shall construct the Metra Improvements and the Access Road all in accordance with the terms and provisions of paragraph 3 of the Contract. Notwithstanding anything to the contrary contained herein, Developer may amend Exhibit B to reduce the number of parking spaces on any Outlot Parcels and /or to reorient and /or reconfigure the Buildings on the Outlot Parcels; provided, however, that if the size of any Building is increased from the size on the current Exhibit B, the consent of each of the Owners and Metra shall be required. Section 7.2 Standards of Construction. All construction (which word, as used in this Article VII, includes initial construction described in Section 7.1 and, except where otherwise specified, alterations, restoration, repair, rebuilding, modernization, expansion, demolition, razing and new construction) which shall be performed by any Person (other than Metra) on the Site shall be subject to and conducted in accordance with the following requirements and standards: (a) In addition to the requirement for conformity of the Metra Improvements and Access Road to the Contract, all construction shall conform to the PUD and all Legal Requirements; (b) Upon commencement of any construction, the Person responsible therefor shall diligently prosecute said construction to completion in accordance with the terms of this Agreement, or if not to completion, to a condition which shall not be unsafe to the public and which shall be reasonably sightly to the public, or shall otherwise be in compliance with paragraph (d) below. This paragraph (b) shall not prohibit the abandonment of construction provided that the following paragraph (f) below is 22 j - i Doc. # 98183481 Page 122 of 157 satisfied. For purposes of this Section 7.2, the term ¢�a "responsible Person" shall mean the Persons identified in S -io-- 7.1 as to the described construction, or the Owner or Occupant who has undertaken the construction; (c) The responsible Person shall perform its construction so as not to unreasonably impair the access to, use, occupancv o= enjoyment of the Site or any part thereof by Metra, any Owner or their respective Permittees. (d) In the event that any responsible Person's construc-io~ shall not have been substantially completed to the extent tha- the completed construction could reasonably be deemed to constitute a hazardous condition for the permitted use of the Common Area or Buildings or other improvements on the Site the responsible Person shall, as promptly as reasonably possible, erect an adequate and attractive appearing construction barricade, or other protective device, at or substantially near the building line (and around any work area, construction shack area or storage areas, if there be any) of adequate height, and otherwise so as to provide adequate protection to, and screening from, the public, and shall maintain the same until removal would be justified under good construction practice; (e) Each responsible Person performing construction shall at all times: (i) take any and all safety measures reasonably required to protect Metra, all Owners and their respective Permittees from injury or damage caused by or resulting from the performance of any construction on its Parcel; (ii) defend, indemnify and save Metra, the Owners and Occupants harmless from and against any and all Claims of any nature whatsoever arising from: (1) injury or death to persons and /or damage to property on indemnitee's Parcel growing out of or resulting fro- the construction, and (2) against mechanic's, materialmen's and /or laborer's liens, as and to the extent provided in Article XV; and (f) Notwithstanding the provisions of the foregoing paragraph (d) to the contrary, in the event that any construc_io- undertaken on the Site (other than on the Metra Parcel) is no- completed within two years of its commencement, plus such additional time, if any, while causes described in Section 16.1 are in effect, the responsible Person shall promptly raze the Building (or so much thereof that is then constructed) together 23 i Doc. # 98183481 Page 123 of 157 I I with any above - ground improvements including barricades and restore the underlying land to a neat and sightly condition. ARTICLE VIII (Intentionally omitted.] ARTICLE IX USE AND OPERATION OF THE SITE Section 9.1 Covenants. The Owners and Occupants, as applicable, shall cause their respective completed Buildings, if and when operated, to be operated as a first class unified shopping area. None of the Owner's and Occupant's Buildings shall be located closer than one hundred (100) feet from the exterior wall of any other Building owned by another Owner or Occupant. To the extent controlled by an Owner or Occupant, each such Owner or Occupant shall comply with the provisions of Section 10.1(a)(x). Section 9.2 Ilse and operation of the Site. No part of _he Site shall be used for any purpose other than those authorized under the PUD or otherwise by Legal Requirements. As of the date of this Agreement, such authorized uses include a transportation center, retail commercial operation oriented to consumer goods and services (including food and beverages service) and incidental uses. The Wetlands shall be used for open space and storm water runoff only, and for no other use whatsoever, and shall be operated and maintained in compliance with all permits and requirements issued by the Army Corps. of Engineers and all requirements of and permits issued under the Village storm water ordinance. Section 9.3 Prohibited Uses. Notwithstanding anything :o the contrary contained in Section 9.2, none of the following -2ses or operations shall be made, conducted, or permitted on or wi =h respect to all or any part of the Developer Parcel or Outlot Parcels: (a) any public or private nuisance; (b) any noise or sound that is objectionable due to intermittence, beat, frequency, shrillness or loudness; -� 24 j Doc. # 98183481 Page 124 of 157 `} (c) any obnoxious odor other than those customarily emitted from restaurants which are fitted with commercially reasonable 1 exhaust systems; 4-9 (d) any noxious, toxic, caustic or corrosive fuel or gas (other than small amounts typically used in retail establishments of the type in question and complying with all Legal Requirements); (e) any dust, dirt or fly ash in excessive quantities other than customarily emitted from business in the. nature of the lumber and hardware - related use described in Section 9.4; (f) any intended fire, explosion or other damaging or dangerous hazard, including the storage, display or sale of explosives or fireworks other than fires in connection with grilling or other normal restaurant operations; (g) any assembling, manufacturing, distilling, refining, smelting, agricultural or mining operation other than customarily undertaken in a business in the nature of the lumber and hardware- related use described in Section 9.4; (h) any mobile home or trailer court, labor camp, junk yard, funeral home, stock yard or animal raising; (i) any off -track betting parlor, pawn shop or sale or display of pornographic materials; (j) any stockyard, or any motor vehicle, motorcycle or beat dealership or storage facility; (k) any drilling for, in or removal of subsurface substances other than in connection with the investigation of environmen:al or toxic hazards and /or wastes, and then only in compliance w_th Legal Requirements; (1) any dumping of garbage or refuse; (m) any auditorium, theater, meeting hall, funeral home, place of worship, school or other educational facility (not including day care centers); (n) outdoor public meetings (except those which are a part of a Site promotion and those which may be required under Legal Requirements to be observed); and (o) any use that is prohibited by Village ordinance. 25 Doc. # 98183481 Page 125 of 157 Section 9.4 Home Il2rovement Restriction. So long as Home Depot or its successor is operating a home improvement center on the Developer Parcel (other than temporary interruptions for restoration or remodeling), none of the Outlot Parcels shall contain a. business which derives more than fifteen (15 %) of its gross sales from the sale of the following types of products: FJ lumber, millwork, floor coverings, paint, hardware, plumbing, kitchen /bath, electrical, lawn, garden and nursery stock. ARTICLE X MAINTENANCE AND MANAGEMENT OF THE SHARED FACILITIES Section 10..1 Duty to Maintain Common Area, Access Road, Deerlake Road. Wetlands and Temporary Access. (a) Developer covenants to keep, maintain, repair, manage and operate the Common Area, the Access Road and Deerlake Road in good and clean order, operation, condition and repair and in safe condition, and in such manner as to establish, maintain, and present at all times a clean, well- managed, attractive, coordinated, and unified Site. Without limiting the generality of the foregoing, Developer, in the maintenance of the Common Area, Access Road and Deerlake Road, shall observe and perform the following (to the extent applicable): (i) maintain the surface of the Retail Parking, Access Road, Deerlake Road and sidewalks level and smooth and evenly covered with the type of surfacing material originally.installed thereon, or such substitute thereof as shall be in all respects equal thereto in quality, appearance and durability. Where such substitute is proposed for the Access Road, it shall be subject to the approval of Metra; (ii) remove all papers, debris, filth and refuse and wash or thoroughly sweep and remove snow and ice from paved areas and sidewalks as required; (iii) maintain such appropriate entrance, exit and directional signs, markers and lights as shall be reasonably required; (iv) clean lighting fixtures of the Common Area, Access Road and Deerlake Road, if any, and relamp as needed; 26 i Doc. # 98183481 Page 126 of 157 M repaint striping, markers and directional signs as necessary to maintain in first -class condition; (vi) maintain the landscaping as necessary to keep in a first -class and healthy condition; (vii) clean signs (including pylons) of the Site (as contrasted with those of Occupants or of Metra), a---d the Site identification sign on the property owned by Metra to the east of the railroad tracks described in Section 20.1, including relamping and required repairs; (viii) employ and /or contract for courteous personnel for Common Area security functions as appropriate to ,provide security; (ix) clean, repair and maintain all Common Utility Facilities to the extent that the same are not cleaned, repaired and maintained by public utilities; (x) keep, or cause to be kept, the Access Road properly illuminated in a manner that will permit adequate use of all of the Access Road from at least one -half hcur prior to the arrival of the first commuter train tc the Station each morning until the later of (i) at least one -half hour after the time when the latest Owner or Occupant of Buildings on a Retail Parcel closes in the evening for its routine business hours and (ii) the departure of the final commuter train from the Station for the evening; (xi) provide adequate pest and mosquito control on the Common Area. (b) Developer covenants to: (i) keep the Wetlands free of man -made garbage or refuse, (ii) keep, maintain, repair, manage and operate any improvements constructed by Developer on the Wetlands approved by the Army Corps. of Engineers in good a -d clean order, operation, condition and repair and it safe condition, and (iii) otherwise observe and comply with applicable Legal Requirements and permits and requirements issued b,, t "_e Army Corps. of Engineers in connection with its use and maintenance of the Wetlands. 27 ( -- Doc. # 98183481 Page 127 of 157 Notwithstanding anything to the contrary contained herein with respect to the Pace Bus Turnaround, Developer shall be responsible.only for removing debris, snow and ice and sweeping. (c) (c) Until the Access Road is completed as provided for hereunder and under the Contract, Developer shall, to the extent located on the Developer Parcel, maintain the Temporary Access, 9 including, but not limited to, repaving, patching, cleaning and snow removal, such that the condition and capacity for traffic in existence on the date of this Agreement is maintained. (d) Developer shall use best efforts to assure that access to the Metra Parcel is at no time obstructed. Neither the foregoing nor the performance by Developer of the work described in Section 10.1 with resepct to Deerlake Road shall make any of Developer, its employees, agents or subcontractors a "state actor" for purposes relating to Deerlake Road, and in no ever. require Developer to police or otherwise provide security or related services with respect to Deerlake Road. The extent of Developer's responsibility under the first sentence of this Section 10.1(d) shall be (i) removal or correction of obstructions which it, its employees, agents or subcontractors cause and which are objectionable to Metra because they interfere with commuter parking and /or railway service or otherwise immediately and materially interfere with the use and operation of the Metra Parcel, and (ii) reporting other obstructions to the appropriate Village or other governmental authority. So long as permitted by the Village, Metra shall have the right to correct any condition for which Developer is responsible that Developer does not correct within three (3) hours after notice (which may be oral) from Metra. Nothing contained in the foregoing provisions of this clause (d) shall obligate Developer to correct or amerliorate any event or condition caused by the Village cr by third parties and in no event shall Developer be or become liable for the acts of the Village and third parties with respect tc Deerlake Road. In addition, nothing contained in this clause (d) or in Section 10.1 shall require Developer to take or cause to be taken any action that would make it a "state actor." Any insurance carried by Developer with respect to the Site shall be for its protection only, and in no event shall Developer be obligated to maintain insurance with respect to accidents or other occurrences happening on Deerlake Road that are described in the immediately preceding sentence. Section 10.2 Developer's Indemnification. Developer agrees to defend, indemnify and save harmless Metra and the Metra Parcel from and against any mechanics', materialmen's and /or laborers, liens and all costs, expenses and liabilities in connection therewith, arising out of or materially related to Developer's Doc. # 98183481 Page 128 of 157 obligations under this Agreement with respect to the Metra Improvements, the Common Area, the Access Road and the Wetlands, � and in the event that the Metra Parcel "shall become subject to K" any such lien, Developer shall promptly (a) cause such lien to be released and discharged of record, or (b) obtain a surety bond in favor of Metra and the Metra Parcel in an amount not less than 125 %.of the amount claimed in such lien, or (c) obtain a title o insurance endorsement for Metra and the Metra Parcel, insuring against loss or damage on account of said lien above the initial policy coverage limit, and insuring that such lien, as insured over, will not affect the marketable title of the Metra Parcel. The provisions of this Section 10.2 shall not apply to any such mechanics', materialmen's and /or laborers, liens and any costs, expenses and liabilities in connection therewith, arising out of or materially related to the Access Road, after Metra has taken - over and assumed Developer's obligation under Section 10.4. Section 10.3 payment of Shared Costs. (a) Beginning on the date the Metra Parking is completed and on the anniversary of such date each year, Developer shall reimburse Metra for twenty -five percent (25 %) of the Metra Parking Maintenance. For the first year after the date the Metra Parking is completed, " Metra Parking Maintenance" shall mean $80,000.00 and Developer's reimbursement shall be $20,000.00. The Metra Parking Maintenance shall be increased on each anniversary date of the completion of the Metra Parking by 3% of the Metra Parking Maintenance for the immediately preceding year. (b) Beginning on the date the Common Area is completed (i.e., usable for the purposes intended, with only minor or inconsequential features left incomplete which do not affect the operation of the Common Area), each Owner of an Outlot Parcel (but in no event Metra) shall, commencing on the first day of each calendar month thereafter, pay to Developer, in advance, a sum in respect of its pro rata share of Shared Costs based on the percentage which the Net Rentable Area of its Building bears to the Net Rentable Area of all Buildings on the entire Site (excluding the Metra Parcel). Where the Net Rentable Area of any Building is determined by reference to the PUD, the denominator used in determining these percentages shall include the Net Rentable Area of the subject Building(s) as shown in the PUD, and the actual Net Rentable Area of all other Buildings. Developer shall estimate the Shared Costs for each Accounting Period based on such reasonable information as shall be available to it from time to time, and may revise that estimate when it acquires information that an existing estimate is incorrect in any material respect. Within one hundred twenty (120) days after the end of the first twelve (12) month Accounting Period and each 29 e Doc. # 98183481 Page 129 of 157 J Accounting Period thereafter, Developer shall render to each Outlot Parcel Owner a full and complete statement of the Shared a Costs, certified as correct by Developer, and in the event any Owner of an Outlot Parcel shall have paid more than its allocable share for the applicable period, Developer shall, at its option_, promptly refund to such Owner the amount thereof, or credit the amount to amounts next coming due from such Owner in respect of a the Shared Costs. Developer shall have no obligation to pay interest on any sums paid by any Owner in respect of the Shared Costs. Should any Owner of an Outlot Parcel have paid less than its allocable share during said preceding Accounting Period, then and in that event, such Owner shall pay the deficiency to Developer within thirty (30) days following the rendition of said statement. Notwithstanding the provisions of the last sentence of the definition of "Shared Costs," Developer shall have no obligation to deal directly with any Occupant to collect all or any portion of the Shared Costs payable by the Owner of the subject Parcel. (c) Developer shall maintain complete books and records separate from other properties operated by Developer covering and reflecting all items affecting or entering into the determination of the Shared Costs for each Accounting Period, and shall keep the same for a period of not less than twenty -eight (28) months after the end of each Accounting Period. All such books and records shall be kept at the offices of Developer at the location set forth for notices in.Section 24.1. Each Person responsible for the payment of Shared Costs (which may include an Occupant who is contractually obligated therefor provided that the Owner of the Parcel is not also exercising this right with respect to the same books and records) shall have the right, during normal business hours and upon reasonable notice to Developer, to review or audit the books and records relating to Shared Costs and Metra shall have such right with respect to books and records relating to the Access Road. Unless otherwise permitted by law or court order, such review or audit may not be conducted more frequently than once during each Accounting Period and once after the Term hereof has expired. in the event that any such audit shall disclose any error, appropriate adjustment shall promptly be made to correct such error. All such reviews and audits shall be conducted at the sole cost and expense of the requesting Person, provided, however that if any such audit discloses that any costs passed through to the Person requesting the audit have been overstated by three percent (3%) or more, Developer shall pay the cost of such audit within thirty (30) days after receipt of an invoice from the Person for whom the audit was made; provided, however, that in determining whether any such overstatement has occurred, 30 I 157 Doc. # 98183481 page 157 of Developer shall have no obligation to read or construe the provisions of any Lease or other agreement between an Owner and any Person that provides for different charges or calculations in respect of Shared Costs being passed through to such Person. (d) If any Owner or Occupant receives a bill for special assessments, real estate taxes or other governmental impositions which are required to be allocated to.Shared Costs in accordance with Section 1.1(ff), such Person shall promptly forward a copy thereof to the Developer. The Developer shall coordinate the payment of such bill with such Owner or.Occupant to assure than it is fully paid on or before the due date. Where any such Owner or Occupant either fails to promptly furnish any such bill, or fails to remit that portion of that bill in excess of the amount allocable to Shared Costs, the Developer shall have the paramount right of self -help under Section 11.1 to pay the entire bill, in which case, the Owner of the applicable Parcel shall be considered to be the "defaulter" under Section 11.1. Section 10.4 Take -over by Metra of Access Road Maintenance. If Developer defaults at any time after the expiration of the first full year of Developer's management and operation of the Access Road, and provided that after thirty (30) days notice to Developer, Developer has not cured the defaults or has not diligently commenced and continued a cure of the defaults if they are not susceptible of being cured within thirty (30) days, Metra, in its sole discretion, shall have the right to take over from Developer and assume the obligation to perform the obligations of the Developer under Section 4.2 and this Article X with respect to the Access Road. The election to so take over and assume such Access Road obligations shall be deemed to have been made when Metra serves notice on Developer that it shall, as of the day designated in such notice (which shall not be less than sixty (60) days thereafter), perform such obligations, and upon the date so designated, without further act, Metra shall be deemed to have assumed (and, accordingly, Developer to have been relieved of) such obligations. If Metra shall have served such notice, Developer shall, at Metra's request, execute and deliver an instrument in recordable form evidencing such fact. If Metra makes this election, Metra shall, at its sole cost and expense, perform such maintenance and operation in the manner specified in Section 10.1 . In such event, the term, "Shared Costs" shall be deemed to be divisible, and the provisions of Section 10.3 shall apply to the assessment and collection by Metra of sums in respect of the Shared Costs allocable to the obligations of the Developer assumed by Metra. 31 Doc. # 98183481 Page 156 of 157 Section 10.5 Lien. Any claim for reimbursement by Developer or Metra in respect of Shared Costs pursuant to this Article X shall be secured by a lien on the respective Developer and Outlot Parcels (but in no event shall any such lien attach to the Metra Parcel). The liens may be enforced in the same manner provided by law for the enforcement of mortgage liens and shall be superior to the lien of any mortgage placed on any portion of the Developer or Outlot Parcels, whether such mortgage lien(s) are recorded prior to or after any liens recorded pursuant to this Section 10.4. In addition, if any Person exercises rights to self -help under Article XI with respect to the failure by Developer or any Owner or Occupant to perform its obligations under this Agreement which result in expenditures which are components of Shared Costs,. that Person shall have a lien under the provisions of this Section 10.5 against that portion of the Site (other than the Metra Parcel) then owned or occupied by Developer or that Owner or Occupant. The amount of such lien shall be equal to the total of such component costs, other than the amount thereof properly chargeable to the Parcel owned or occupied by the Person to whom reimbursement is due. Such liens shall be effective upon the recording of a notice thereof in the office of the Recorder of Deeds of Cook County, Illinois. Section 10.6 Right of Contribution. If any Person liable for any portion of the Shared Costs shall, without fault, incur more than its percentage share thereof, such Person shall have the right of contribution and indemnity against all other obligated Persons(s) who have borne less than their proportionate share thereof. The provisions of this Section 10.6 shall not be deemed to supersede, amend or negate (a) the provisions of Sections 10.3 or 10.4 concerning the collection of such percentage shares, or (b) any provisions of this Agreement which entitle a Person to self -help rights in respect of such costs. ARTICLE XI SELF -HELP AND OTHER REMEDIES Section 11.1 Rights of Self -Help. (a) Except as to taxes or assessments or Legal Requirements being contested as provided in Sections 13.1 or 18.2, and except as to matters for which a surety bond or title insurance have been obtained as set forth in Section 10.2, if any Person (other than Metra) liable therefor shall fail to perform any of the provisions, covenants and conditions of this Agreement or if, in respect of any such provision, covenant or condition which requires the diligent pursuance of a course of conduct or course 32 i Doc. # 98183481 Page 155 of 157 of work, the Person (other than Metra) liable or responsible therefor shall fail to pursue the same diligently (in either case, such failure is called a "Failure" and such Person is called the "defaulter "), then and in any such event, Metra, Developer, the Owners and Home Depot shall have the right to perform the actions required of the defaulter, all in the name of and for the account of the defaulter except that the self -help right granted herein shall not extend to the interior portion of any Building. The Person exercising the self -help right shall give the defaulter at least thirty (30) days' prior written notice unless (a) a shorter period for notice or no notice shall be required as in the case of an Emergency or in accordance with Section 4.4, or (b) if no shorter period (or no notice period) applies and within such thirty (30) day period the defaulter shall take such action as is reasonably calculated to commence the curing thereof to completion or shall proceed to make such payment or take such action as shall be necessary to cure such default. Notwithstanding the generality of the foregoing, Metra, the Owners and Home Depot shall exercise these self -help rights in accordance with the following hierarchy: (i) Developer shall have the paramount right of self -help for all portions of the Site (including the Metra Parcel, but only to the extent permitted under Section 4.4(b)) other than the Common Area and with respect to the payments described in Section 10.3(d); and (ii) Metra shall have the paramount right of self -help as to the Access Road and, in accordance with Section 4.4, such portions of the Site to which Metra must gain access to cure any situation referenced in Section 4.4(a), but shall have no self - help rights as to other portions of the Site; and (iii) Home Depot, or its approved assignee under Section 4.4(c), shall have the paramount right of self -help in connection with repairs to the Metra Parking as set forth in Section 4.4(c); (iv) if Developer is the defaulter and the alleged Failure pertains to the Common Area, Home Depot shall have the paramount right of self -help with respect to such Failure; and (v) if there is both an Owner and an Occupant as to any Parcel and the Failure pertains to matters wholly or substantially affecting their Parcel and only incidentally (i- at all) to other portions of the Site, the Person as between them who is not the defaulter shall have the paramount right of self - help with respect to such Failure; and 33 Doc. # 98183481 Page 154 of 157 (vi) in all other cases or if the Person(s) with superior self -help rights have relinquished such rights in writing, or have failed.to initiate and proceed diligently with exercising such self -help rights no later than five (5) days after the giving of written notice by a Person with subsidiary self -help rights, the Owners who are not defaulters shall each give reasonable notice to and confer with the other such Owners in determining who shall pursue the self -help right with respect to any Failure. The defaulter shall on demand reimburse the Person exercising the self -help right for the moneys actually expended by it, and its reasonable out of pocket expenses including attorneys' fees in so doing, together with all penalties, if any, arising from such Failure, with interest computed in accordance with Section 26.2 from the date of the demand to the date of payment. If the Person who has the paramount right to exercise self -help with respect to an alleged Failure shall in good faith deem that an Emergency is occurring or has occurred, so that the Failure requires immediate curing, then no notice shall be required to the defaulter prior to corrective action, and such Person may act promptly without giving prior notice and take such action as is necessary to cure the alleged Failure. If such Person shall not take immediate action in an Emergency, the other Person(s) entitled to exercise such self -help right with respect to the alleged Failure may do so, subject to the requirement that they contact the Person with such paramount right and others entitled to so act in a manner reasonably calculated to apprise them of the circumstances. In any event, the Person taking.immediate action in an Emergency shall give prompt notice to the defaulter concurrently with taking such action. (b) The lien provisions of Section 10.5 shall apply to any sums payable on behalf of a defaulter under the preceding paragraph (a) . Section 11.2 Set -off. The Person entitled to collect sums from a defaulter under Section 11.1 shall have the right to set -off the amount due to it against any other payment due to the defaulter under this Agreement, such right being in addition to the defaulter's obligation for direct payment to such Person. ( I 34 Doc. # < 98183481 Page 153 of 157 1 ARTICLE XII OBSTRUCTION OF COMMON AREA AND ACCESS ROAD Section 12.1 Covenants Respecting Common Area and Access Road. Each Owner and Occupant covenants and agrees with respect to the Common Area owned or leased by it and the Access Road, Metra agrees with respect to the Access Road, and Developer covenants and agrees in connection with its obligations with respect to the Access Road as follows: (a) It shall not obstruct or allow obstruction of the free flow of pedestrian or vehicular traffic, except for: (i) mino- aesthetic changes, which changes do not affect the use of the Site for its intended purposes; (ii) uses of portions of the sidewalk areas for merchandise display and sales which uses do not prevent the principal use of the sidewalks for their inter_ed purposes; (iii) use of the Retail Parking for seasonal sales cr promotional activities approved by Developer or shown on the S_te Plan; (iv) use of the Pace Bus Turnaround for loading and unloading of buses (provided that neither Developer nor any Owner or Occupant shall have any obligations with respect to obstructions of the Place Bus Turnaround not caused by its owr_ acts or omissions) and except as set forth in Section 4.7 or otherwise specifically permitted herein, will not allow change, modification or alteration of the Common Area without the express written consent of the other Owners and Occupants. (b) It shall not use or permit the use of the Retail Parking for any purpose other than the parking and passage of vehicles and the movement of pedestrian traffic, water flow, landscaping, directional and traffic control signs and signs identifying the Site by its name. Anything to the contrary herein notwithstanding, the Retail Parking may be used for seasonal sales and promotional activities approved by Developer or shown on the Site Plan so long as such sales and promotional activities (i) do not cause material interference with parking in, or ingress or egress to or from, the Metra Parcel and (ii) are not carnivals and flea markets. (c) Except as otherwise herein provided, it shall not construct or locate, or suffer to be constructed or located, any fence or barricade (except as permitted under Section 7.1(d) structure, building, merchandise, commercial facility, amenity, sign (including floor signs) or any other obstruction or installation of any kind whatsoever which would interfere wit'n the uses provided in this Agreement for each Parcel, or preve ~t the free flow of traffic to, across or from each Parcel as anc where shown on Exhibit B. 35 Doc. # 98183481 Page 152 of 157 i No Person shall construct or permit construction of any additional Buildings or improvements except within areas authorized under the PUD. Section 12.2 Exceptions to Covenants. The provisions of Section 12.1 shall not impair or prohibit: (a) The proper exercise of the easements and licenses granted pursuant to Articles IV and V; or (b) The performance of any construction (as such term is used in Article VII) permitted or required under this Agreement. ARTICLE XIII MAINTENANCE AND REPAIRS Section 13.1 Covenant to Maintain Parcel and Buildings. Each of the Owners and Occupants, as applicable, shall keep and maintain, at its own cost and expense, its Parcel and the Building or Buildings and other improvements located on its Parcel, other than any thereof comprising the Common Area, in good order, condition and repair and in accordance with Legal Requirements, but such Person may contest any such Legal Requirement if the contest is diligently pursued and does not adversely affect this Agreement or the rights granted under this Agreement. In no event shall any Owner or Occupant be entitled to use any portion of the Metra Parcel for the purpose of satisfying the requirements of the Americans with Disabilities Act of 1990 (42 U.S.C. X12 - 101 et seq.) with respect to its Parcel. Section 13.2 Destruction of Buildinas by Fire or Other Casualty. In the event of any casualty which results in damage or destruction to any portion of any Building, the Owner thereof shall elect either to (a) rebuild, replace and repair such Building within the area as shown on Exhibit B, or (b) raze the Building. The provisions of Section 7.2 shall apply to any such repair, reconstruction or replacement. Subject to delays for a cause referred to in Section 16.1, a failure by such Owner to commence any such repair, reconstruction or replacement within ninety (90) days after the casualty shall be deemed to be an election to raze the Building. The provisions of this Section 13.2 shall not apply to the Metra Parcel. Section 13.3 Destruction of Common Area by Fire or Other Casualty. In the event of any casualty which results in damage or destruction to the Common Area during the term of this 36 i Doc. # 98183481 Page 151 of 157 a Agreement, whether insured or uninsured, Developer shall rebuild, replace or repair or cause the same to be done to the Common Area with all due diligence and in accordance with the requirements of Section 7.2. The costs of such repair, restoration or replacement in excess of collectible insurance proceeds shall be part of the Shared Costs. ARTICLE XIV CASUALTY INSURANCE Section 14.1 Fire and Extended Coverage Insurance• Insurance During Construction. (a) The Owner of each of the Developer Parcel and Outlot Parcels shall carry, or shall cause its Occupant to carry, fire and extended coverage insurance in an amount which shall avoid the coinsurance provisions of any policy and shall be equal to the replacement cost (exclusive of the cost of excavation, foundations and footings) of the Building or Buildings and the insurable portion of Common Area on the Parcel it owns, without deduction for depreciation for the improvements being insured, insuring against "all risks of physical loss or damage" as described in the CP 1030 form of policy published by the Insurance Service Office. Such policies shall be carried by financially responsible insurance companies authorized to do business in Illinois. (b) In connection with any construction to be performed on the Site, the responsible Person shall purchase or cause the contractors to purchase from and maintain in a company or companies lawfully authorized to do business in Illinois insurance for protection from claims under workers' or workmen's compensation acts and other employee benefit acts which are applicable, claims for damages because of bodily injury, including death, and from claims for damages, other than to the improvements themselves, to property which may arise out of or result from construction activities. With respect to work to be performed on the Metra Parcel, Developer will name Metra, NIRCRC, RTA and Pace as additional insured parties. Certificates of such insurance shall be delivered to Metra prior to the commencement of any construction on the Site. Section 14.2 Mutual Release; Waiver of Subrogation. Each Owner and any Occupant required to carry insurance hereunder hereby waives for itself and releases the other Owners and Metra, and their respective officers, directors, members, managers and employees, from any liability for any loss or damage to property located on the Site to the extent of insurance proceeds recovered 37 - Doc. # 98183481 Page 150 of 157 J �r or recoverable as a result of such loss or damage, so long as said release will not void any such insurance coverage. Each Person required to carry insurance hereunder or who carries insurance of the nature described in Section 14.1 with respect to the site (other than Metra), unless it self- insures as and to the extent permitted hereunder, covenants that it will, to the extent such.insurance endorsement is legally and commercially available, obtain for the benefit of the other Owners and Metra, a waiver of any right of subrogation which the insurer of such party may acquire against the other party by virtue of the payment of any such loss covered by insurance carried by such party, regardless of negligence. Section 14.3 Self - Insurance. Any Owner may self- insure under this Article XIV for a deductible amount up to $25,000.00 or, if, and for as long as, such Owner's net worth exceeds $100,000,000.00, for the entire amount. Section 14.4 Future Chances. If during the Term hereof changes in the insurance industry shall make any of the descriptions of required insurance in this Article XIV or in Article XV inaccurate or inappropriate, Metra (to the extent that such insurance benefits Metra) and Developer shall each have the right, with notices to the Owners, to revise Articles XIV and XV to accurately describe in the then current vernacular the types of insurance required hereunder. ARTICLE XV INDEMNIFICATION AND PUBLIC LIABILITY INSURANCE Section 15.1 Indemnification. Metra and each Owner (and its Occupant, if applicable) covenants to, and does hereby, indemnify and hold harmless Metra and the other Owners (and their Occupants, if applicable) from and against all claims and all costs, expenses and liabilities (including reasonable attorneys' fees) incurred in connection with all claims, including any action or proceedings brought thereon, arising from or as a result of the death of, or any accident, injury, loss or damage whatsoever to any Person, or to the property of any Person, as shall occur on the Site as the result of any act, omission or negligence on the part of the indemnifying party or its agents, officers, directors, employees or contractors. The foregoing indemnity shall not apply to claims or liabilities arising from the willful act or omission or negligence of the indemnified party or its agents, officers, directors, employees or contractors. 38 Doc. # 98183481 Page 149 of 157 Section 15.2 Liability Insurance. (a) Developer with respect to the Access Road (other than the Pace Bus Turnaround) and each Owner with respect to the Common Area and Buildings located on its Parcel, shall at all times during the term of this Agreement, maintain, or shall cause its Occupant to maintain, in full force and effect, a policy of comprehensive general liability insurance with, so long as the Metra Parcel is used as a commuter railroad station, a waiver of the railroad protective liability exclusion covering such Access Road (other than the Pace Bus Turnaround), Common Area and /or Buildings with a financially responsible insurance company or companies authorized to do business in Illinois. Metra shall be furnished with, on or before the effective date of any such policy and annually thereafter, evidence that the insurance referred to in.this Section 15.2 relating to the Access Road (other than the Pace Bus Turnaround) and Egress Road is in full force and effect and that the premiums therefor have been paid. Such insurance relating to the Access Road and Egress Road shall name Metra, NIRCRC, RTA and Pace as additional insured parties thereunder or provide coverage under contractual liability coverage and shall provide that the same may not be cancelled or materially changed without at least thirty (30) days' prior written notice being given by the insurer to Metra. (b) The insurance required under Section 15.2 shall be written for not less than the limits of liability set forth below or required by law, whichever coverage is greater. (i) Workmen's Compensation: Employer's Liability $500,000 (ii) Comprehensive General Liability: (A) Bodily Injury and Property Damage Liability $2,500,000 per occurrence $5,000,000 Annual Aggregate, Products and Operations (B) Umbrella Coverage; (iii) Comprehensive Automobile Liability: Combined single limit $2,500,000. Section 15.3 Blanket Policy. Each party required to carry insurance hereunder also shall have the right to comply with and satisfy its insurance obligations by means of any so- called blanket policy or policies of insurance covering this and other locations of such party, provided that such policy or policies by the terms thereof shall allocate to the respective insured Parcel and liabilities to be insured hereunder an amount 39 Doc. # 98183481 Page 148 of 157 not less than the amount of insurance required to be carried pursuant to Section 15.2 hereof and shall not diminish the obligations.of such party to carry insurance, so that the coverage from such insurance shall be an amount not .less than the amount of coverage that would be available if such party insured under a unitary policy. Section 15.4 Self- Insurance. Any Owner may self - insure under this Article XV for a deductible amount up to $25,000.00, or, if, and for so long as, such Owner's net worth exceeds $100,000,000.00, for the whole amount. ARTICLE XVI FORCE MAJEURE Section 16.1 Performance Excused. Each Person shall (whether or not any particular provision of this Agreement makes specific reference to this Article XVI) be excused from performing any of its respective obligations or undertakings provided in this Agreement, except any of its respective obligations or undertakings to pay any sums of money under the applicable provisions hereof, for so long as the performance of such obligations is prevented or delayed, retarded or hindered by act of God, weather of unusual severity, fire, earthquake, flood, explosion, action of the elements, war (declared or undeclared), invasion, insurrection, riot, mob violence, sabotage, malicious mischief, inability to procure or general shortage of labor, equipment, facilities, materials or supplies in the open market, failure of transportation, strikes, lockouts, actions of labor unions, condemnation, public requisition, laws, order of courts, or of government, civil or defense authorities, or any other cause, whether similar or dissimilar to the foregoing, not within the reasonable control of the respective Person; provided, however, that inability to obtain the monies necessary to cause performance of such obligations and undertakings shall not be deemed a cause not within the reasonable control of such Person. ARTICLE XVII PARKING Section 17.1 Required Parkina. (a) All vehicular parking spaces on the Site shall be in the layout of a typical parking module having a size, including handicapped parking, and aisles between parking spaces all as required under Legal Requirements. 40 Doc. # 98183481 Page 147 of 157 i i i �r (b) In order to maintain the required parking, each Owner and Occupant agrees that it will not erect or allow erection of a Buildings or interfere with the Retail Parking shown on Exhibit B or otherwise take or permit any action which would reduce the parking on the Site below that specified herein except for seasonal sales areas or promotional activities approved by Developer or shown on the Site Plan. �r ARTICLE XVIII REAL ESTATE TAXES, ASSESSMENTS, WATER AND SEWER RENTS AND OTHER CHARGES Section 18.1 Covenant to Pay. Each Owner covenants to pay or cause to be paid, with respect to its Parcel, prior to delinquency, and subject to Section 18.2, all real estate taxes and assessments thereon, all water and sewer rents (charged by governmental authorities), all charges for any services of utilities, if any, provided on its Parcel and all assessments hereafter made by governmental authorities with respect to said Parcel. Such charges may be paid in installments if permitted by the charging authority. Nothing in this Section 18.1 shall be deemed to preclude the payment by an Occupant of the costs described in this Section pursuant to any Lease between an Owner and such Occupant with respect to any Parcel. Section 18.2 Right to Contest or Appeal. An Owner or Occupant contractually liable therefor may defer payment of any costs described in Section 18.1 which are payable by it or its Occupant while appealing or contesting the validity and /or amount thereof, provided that such contest shall be in good faith and that any such Owner or such Occupant shall upon receiving a final adverse ruling or decision, immediately pay any such taxes, assessments or rents payable and at all times take such steps as may be necessary to insure against the issuance of a tax deed. ARTICLE XIX CONDEMNATION Section 19.1 Condemnation. Subject to the provisions of Section 19.2, if the whole or any part of the Site shall be taken by right of eminent domain or any similar authority of law or in the event of any agreement or conveyance in lieu of condemnation (generically referred to as a "Taking "), the entire award for the value of the land and improvements so taken shall belong.to the owner (which expressly includes Metra) of the property so taken or to such owner's mortgagees or tenants, as their interest may 41 Doc. # 98183481 Page 146 of 157 appear, and no other Person shall have a right to claim any portion of such award by virtue of any interest created by this Agreement. Metra and any Owner or Occupant whose Parcel is not the subject of a Taking may, however, file a collateral claim with the condemning authority over and above the value of the land and improvements being so taken to the extent of any damage suffered by Metra or such Owner or Occupant resulting from the severance of the land or improvements so taken if such claim does not operate to reduce the award allocable to the property taken. In the event of a partial Taking, the owner of the portion of the Site so taken shall restore the improvements located in the Common Area of such Parcel, if any, as nearly as possible to the condition existing prior to the Taking without contribution from any other Owner or Metra, and any portion of any condemnation award necessary therefor shall be held in trust and applied for such purpose. Section 19.2 Condemnation of Access Road or Common Utility Facilities. If as a result of any Taking, the use of any Common Utility Facilities or of the Access Road as a means of ingress to and egress from the Metra Parcel and /or the Retail Parcels is eliminated, Metra shall use that portion of the condemnation award relating to the Common Utility Facilities and /or Access Road, as applicable, to facilitate the development of a new means of access to the Metra Parcel and relocation and /or redesign of the Common Utility Facilities. The Owners and Occupants of the Retail Parcels and their Permittees shall have the same rights with respect to the use of any such new Common Utility Facilities and /or means of access to the Metra Parcel as they have with respect to the Common Utility Facilities and Access Road under this Agreement. Section 19.3 Restoration. Any restoration under this Article XIX shall be completed as quickly as possible. ARTICLE XX SIGNS Section 20.1 Covenants. No Owner or Occupant shall at any time hereafter install or use or permit the installation or use of any signs or other advertising devices on the Site or on the exterior of any Building on its Parcel or any part or parts thereof (or the interior thereof when such signs or advertising devices would be visible from outside of the particular premises) which shall not strictly comply with the requirements of the Sign Criteria attached hereto as Exhibit C. Notwithstanding the foregoing, Developer shall have the right to construct an 42 Doc. # 98183481 Page 145 of 157 i electrified shopping center pylon sign on the Metra Parcel and on land owned by Metra to the east of the railroad tracks at the locations shown on Exhibit B. The pylon structure and signs shall be designed substantially as shown on Exhibit D. Developer shall be the only Person entitled to use the pylon sign on the Metra Parcel and shall keep both pylon signs in a serviceable condition and compliant with all applicable Legal Requirements. Costs incurred in connection with the pylon signs (other than the initial installation thereof) shall be part of the Shared Costs. Developer may allocate the sign face areas to Metra and to Owners and Occupants of the Site in a manner and on terms reasonably acceptable to Developer and Metra; provided, however, that Home Depot shall be entitled to the primary (top) position and Metra shall be entitled to the second position (in location, size and prominence) on any sign installed at the western entrance to the Site and Metra shall be entitled to the primary (top) position on any sign installed east of the railroad tracks. Metra shall have the unrestricted right to install informational, directional and other signs on its Parcel. Section 20.2 Amendments. Exhibit C is subject to amendment by mutual agreement of Metra and Developer, but no such amendment shall invalidate the continued existence or require replacement of a sign which was proper under Exhibit C when installed. Nothing contained in the said Exhibit C or in any amendment thereof shall be deemed to authorize signage which fails to comply with Legal Requirements. ARTICLE XXI ARBITRATION Section 21.1 Arbitration. (a) Any dispute hereunder relating to any matter under this Agreement involving a claim or counterclaim of $25,000 or less shall be submitted to arbitration pursuant to the Expedited Procedures of the American Arbitration Association ( "AAA ") Arbitration Rules for the Real Estate Industry. If the Persons involved as principals in the dispute (the "Involved Persons ") agree, any other disputes arising under or related to this Agreement may be submitted to arbitration under such Expedited Procedures. In the absence of such agreement, any such dispute shall be submitted to any court of competent jurisdiction located in Cook County, Illinois. (b) The arbitration proceeding undertaken under the preceding paragraph (a) shall be conducted in Chicago, Illinois. 43 Doc. # 98183481 Page 144 of 157 There shall be a single arbitrator that shall be selected by the AAA. The arbitrator shall be a person who shall have had at least ten (10) years experience in the real estate business (including real estate law) in Chicago, Illinois which is directly relevant to the subject matter of the dispute and shall be independent of the Involved Persons. The AAA's decision that an arbitrator meets these requirements shall be final and binding. The arbitrator shall have the authority to award any remedy or relief that a court of competent Jurisdiction could order or grant including the issuance of an injunction. However, any Involved Person may, without inconsistency with this arbitration provision, apply to any court having jurisdiction and seek interim provisional, injunctive or other equitable relief, until the arbitration award is rendered or the controversy is otherwise resolved. The arbitrator's decision shall be final and binding on the Persons involved, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall not add to, subtract from or otherwise modify the provisions of this Agreement. (c) Except as provided to the contrary herein, the fees and expenses of the arbitrator and all other expenses of the arbitration (other than the fees and disbursements of attornevs or witnesses for each Involved Person) shall be borne in equal shares by those Persons. ARTICLE XXIII TRANSFERS Section 23.1 Transfer by Developer. (a) Except as hereinafter provided, until the date that Developer has completed the Construction Obligation (as defined in the Contract) under the Contract, Developer shall not, without the prior written consent of Metra, which consent may be withheld in Metra's sole discretion, have the right to sell, assign or otherwise transfer its interest in this Agreement. After the date upon which the foregoing completion condition has been satisfied, the foregoing restriction as to transfer shall no longer be effective, and Developer may assign, sell or otherwise transfer all or any part of its interest in this Agreement, provided that concurrently with any transfer of its interest in this Agreement, Developer shall transfer title to the same interest in the Developer Parcel to the same transferee. Neither (a) the hiring of a Person to manage or administer the Shared Facilities (as such term is defined in Section 1.1(ff)), including to pay or collect Shared Costs, (b) mortgaging, or (c) 44 i Doc. # i 98183481 Page 143 of 157 delegation to Home Depot of one or more duties imposed on Developer under Section 10.1(a) (but as to the Access Road, only with the prior written consent of Metra) shall be deemed to be a "transfer" under this Section. Effective upon a transfer made in conformity with this Section 23.1, the transferee's taking title to any portion of the Developer Parcel shall be conclusive proof R that-the transferee thereof has assumed and covenanted to perform and be bound by all the terms, covenants and conditions contained in this Agreement and in all supplements and amendments thereto to be kept or performed on the part of the Developer as to the portion of the Developer Parcel so transferred. (b) Nothing contained herein.shall prohibit Developer's donation of the Wetlands to the Village, and, in the event of such a donation, Developer shall have no further obligations hereunder with respect thereto. Nothing contained in this paragraph (b) shall release or relieve the Wetlands from the easements for storm water run -off provided in Section 4.5 or the use restriction in Section 9.2. Section 23.2 Parcel Transfer by Persons other than Developer. Metra and each Owner of an Outlot has the right to sell, assign or otherwise transfer its interest in this Agreement provided that concurrently with any transfer of its interest in this Agreement, Metra or such Owner shall transfer title to the fee of the portion of its Parcel being transferred to the same transferee. Effective upon a transfer made in conformity with this Section 23.2, the transferee's taking title to any porticn of the Site shall be conclusive proof that the transferee thereof has assumed and covenanted to perform and be bound by all the terms, covenants and conditions contained in this Agreement and in all supplements and amendments hereto to be kept and performed on the part of the transferring party as to the portion of the Site so transferred. Section 23.3 Estoppel Certificates. Metra and each of the Owners and Occupants shall, at any time and from time to time, within fifteen (15) business days following receipt of a request from another Owner or Metra, execute, acknowledge and deliver a statement certifying (a) that this Agreement is unamended, unsupplemented and unmodified and in full force and effect (or, if there shall have been any such amendments, supplements and modifications, a description thereof), and (b) that to such Person's actual knowledge there are no defaults in the performance of any provision contained in the Agreement (or specifying each default of which such Person may have actual knowledge). Any statement delivered pursuant to this Section 23.3 may be relied upon by the Person requesting such statement 45 1 Doc. # 98183481 Page 142 of 157 and any prospective transferee, assignee, mortgagee or institutional lender of the Person requesting same, provided that the Person furnishing such statement shall have no greater liability to the recipient thereof than said Person has under the terms of this Agreement. Such statement shall act as a waive: of any claim by the Person furnishing it to the extent such claim is based upon facts contrary to those asserted in the statement and to the extent the claim is asserted against a bona fide encumbrancer or purchaser for value without knowledge of facts to the contrary of those contained in the statement, and who has acted in reasonable reliance upon the statement. However, such statement shall in no event subject the Person furnishing it to any liability whatsoever, unless the failure of such Person to disclose correct and /or relevant information is wilful or reckless. ARTICLE XXIV NOTICES Section 24.1 Place and Manner of Notice. Any notice, demand, request, consent, approval, designation, or other communication which any Person who is a signatory hereto or is bound hereby is required or desires to give or make or communicate to any other such Person shall be in writing and shall be given or made or communicated by United States registered or certified mail, return receipt requested, or commonly used overnight courier with signed receipt addressed in the case of the Developer to the address listed below (telecopy numbers are provided for convenience only and do not affect the proper manner for giving notice as provided below): Deerfield Associates L.L.C. c/o The Harlem - Irving Companies, Inc. 4104 North Harlem Avenue Suite 220 Chicago, Illinois 60634 Attention: Michael A. Marchese Telecopy Number: (312) 625 -0056 with a copy to: Law Offices Kathleen M. Vyborny One East Scott Street, Suite 1804 Chicago, Illinois 60610 -2352 Attention: Kathleen M. Vyborny Telecopy Number: (312) 649 -1446 46 Doc. # 98183481 Page 141 of 157 addressed in the case of Metra to: Commuter Rail Division 547 West Jackson Boulevard Chicago, Illinois 60661 Attention: Director, Real Estate and Contract Management Telecopy Number: (312) 322 -4288 addressed in the case of Home Depot to: Home Depot U.S.A., Inc. 2455 Paces Ferry Road NW Atlanta, Georgia 30339 Attention: Senior Real Estate Counsel Telecopy Number: (770)431 -2739 with a copy to: Altman, Kritzer & Levick, Ltd. 1101 Perimeter Road, Suite 700 Schaumburg, Illinois 60173 Attention: Gerald F. Allen Telecopy Number: (847) 240 -0344 subject to the right of the above - listed Persons and any other Persons identified under this Section 24.1 to designate a different address by notice similarly given. Any notice, demand, request, consent, approval, designation or other communication so sent shall be deemed received on the day of delivery or refusal of delivery shown on the post office's or courier's records, as the case may be. Any Person who becomes an owner or Occupant of all or any part of any Parcel (including the Metra Parcel) after the date hereof shall notify all other Persons identified in this Section of such status and specify an address for notices, by giving a notice in accordance with the provisions of this Section 24.1. Notwithstanding anything to the contrary contained in the foregoing provisions of this Section 24.1, monthly invoices for sums in respect of pro rata shares of Shared Costs may be sent by regular U.S. postal service to the Persons liable therefor. ARTICLE XXV [Intentionally omitted.) 47 Doc. # 98183481 Page 140 of 157 z a ARTICLE XXVI MISCELLANEOUS Section 26.1 No Waiver of Default. `:o waiver of any default by any Person bound by this Agreement shall be implied from any omission by any other such Person_ to take any action in respect of default if such default continues or is repeated unless in writing. No express written wai-:er of any default shall affect any default or cover any period of time other than the period of time specified in such express written waiver. One or more written waivers of any default in =he performance of any term, provision or covenant or any other term, provision or covenant contained in this Agreement shall not be deemed to be a waiver of any subsequent default in the performance of the same term, provision or covenant or any other term, provision or covenant contained in this Agreement. The written consent or approval by any such Person to any act rec�iring consent or approval shall not be deemed to waive or render unnecessary the consent or approval to or of any subsequen: similar acts or requests. Section 26.2 Interest. Any sums pay=ble by any Person pursuant to the terms and provisio.-S of this Agreement that shall not be paid when due and after =en (10) days following notice of such failure to pay shall bear -- terest from the tenth day after notice until the date paid at the rate of two percent (2%) in excess of the corporate base rate established from time to time by First Chicago NBD Corp. or such lower rate as is the highest rate permitted by law. Section 26.3 No_Partnershin Joint Venture or Principal Agent Relationship. Neither anything contained in this Agreement nor any acts of the Persons bound hereunder that are required hereunder shall be deemed or construed by =ny other Person or by any third person to create the relationship of principal and agent or of limited or general partnership or of joint venture or of any association between any such Person Section 26.4 Separability of Void Previsions. If any provision or provisions of this Agreement, or the application thereof to any Person and /or any circumstances shall be held to be invalid, void or illegal, the remaining_ provisions hereof and /or the application of such provisions =o any Person and /or any circumstances other than as to those :rich it is held to be invalid, void or illegal, shall, neverthe -ess, remain in full force and effect and not be affected the-re'--Y, and the signatories hereto agree that they would have entered into this Agreement or otherwise become bound hereunder independently of any provision j 48 98183481 Page 139 of 157 I Doc. # I or provisions of this Agreement held to be invalid, void or illegal. Section 26.5 Captions. The captions of the Articles and Sections of this Agreement are for convenience only and shall not be considered or referred to in resolving questions of ._ interpretation and construction. Section 26.6 Governing Law. This Agreement shall be construed, interpreted and applied in accordance with the laws of the State of Illinois. Section 26.7 Amendment or Modification. (a) Other than as permitted by Section 7.1, this Agreement may be amended or otherwise modified only by a writing signed and acknowledged by Metra and all Owners, with the consent of Occupant(s) who have been given the right to consent, in writing, by the Owner of the subject Parcel (which may be evidenced by a provision in a Lease), which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, in the event more than one Occupant of any Parcel is given such a right to consent, such Occupants must choose one representative to exercise such consent right on behalf of such Occupants. The release, extinguishment, amendment, wavier or modification of an easement or license pursuant to Sections 4.11 or 5.5 shall not constitute an amendment or modification of this Agreement and shall only require the consent of the parties designated in such Sections. (b) Except as expressly permitted in this Agreement, no Person entitled to make application to amend the PUD will make or pursue an application that will (i) affect any other owner's (expressly including Metra) or Occupant's site, (ii) abrogate any right expressly granted in this Agreement, or (iii) burden any other owner's (expressly including Metra) or Occupant's site. Section 26.8 Right to Enjoin. In the event of any violation of any of the terms, covenants and condition of this Agreement, the aggrieved Person shall have the right to apply to a court of competent jurisdiction in Cook County, Illinois for an injunction against such violation or threatened violation. Section 26.9 Counterparts. This Agreement may be signed in several counterparts, each of which shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. Section 26.10 No Gift or Dedication. Nothing herein contained shall be deemed to be a gift or dedication of any 49 - i i Doc. # 98183481 Page 138 of 157 portion of the Site to the general public, or for the general public or for any public purpose whatsoever, it being the intention of. the signatories hereto and other Persons bound hereunder that this Agreement shall be strictly limited to and for the purposes herein expressed. .Section 26.11 Covenants Run With Land. It is intended that the agreements of the Persons bound hereunder as set forth in this Agreement shall be construed as covenants and not as conditions and that, to the fullest extent legally possible, all the covenants (including grants of easements) shall run with the land. Section 26.12 No Brokers. The signatories hereto represent, warrant and agree each to and with the other that no broker, agent or realtor was involved in the negotiations of this Agreement or any related agreement, and each such signatory hereby agrees to defend, indemnify and save the other signatories harmless against any claim by any such persons originating or based upon any contract, actual or alleged, with the indemnifying signatory, including reasonable counsel fees and disbursements. Section 26.13 Recordation. Developer will cause a duplicate original of this Agreement to be recorded in the Recorder of Deeds office of Cook County, Illinois and the recording fees therefor shall be paid by the Developer. Section 26.14 No Third Party Beneficiaries. Except as herein specifically provided, no rights, privileges or immunities of any Owner shall inure to the benefit of any Occupant (other than Home Depot) or other third party; nor shall any Occupant (other than Home Depot) or other third party be deemed to be a third party beneficiary of any of the provisions contained herein. No third party beneficiary may enforce the covenants of the Persons bound hereunder. Section 26.15 Superiority of this Agreement and Subordination of Liens. This Agreement shall be superior to all mortgages, trust deeds and other encumbrances that are now or may hereafter be placed upon the Site, or any portions of the same, other than those items set forth on Exhibit E, and all renewals, replacements and extensions thereof. Section 26.16 Limitation of Liability. No Person who is or may become liable under this Agreement, nor any advisor, trustee, director, officer, partner, employee, beneficiary, shareholder, member, manager, participant or agent of any such Person, shall have any personal liability above and beyond its interest in the Site, directly or indirectly, under or in connection with this 50 Doc. # 98183481 Page 137 of 157 Agreement, or any other documents relating thereto or any amendment or amendments thereto. Section 26.17 Joint Preparation. This Agreement is to be deemed to have been prepared jointly by the signatories hereto, and any uncertainty or ambiguity existing herein, if any, shall not be interpreted against any such signatory, but according to the application of the rules of interpretation of contracts. Section 26.18 Exercise of Approval Rights. (a) Wherever in this Agreement approval of a Person is required, and unless a different time limit is provided in any Article of this Agreement, such approval or disapproval shall be given within thirty (30) days following the receipt of the item to be so approved or disapproved, or the same shall be conclusively deemed to have been disapproved. Any disapproval (other than a deemed disapproval) shall specify with particularity the reasons therefor; provided, however, that wherever in this Agreement a Person is given the right to approve or disapprove in its sole and absolute judgment or discretion, it may disapprove without specifying a reason therefor and such disapproval shall not be subject to contest in any judicial proceeding or arbitration. (b) Any consent or approval required to be given or withheld by this Agreement shall be given in writing, and such consent or approval shall not be unreasonably withheld or delayed, unless the provisions of this Agreement with respect to a particular consent or approval shall expressly provide that the same may be given or refused in the sole and absolute judgment or discretion of the consenting party. Requests for consent shall be subject to the provisions of Section 24.1. Section 26.19 Time of Essence. Time is of the essence with respect to the performance of each of the terms, provisions, covenants and conditions contained in this Agreement. Section 26.20 References and Locative Adverbs. Except as otherwise specifically indicated, all references to Article and Section numbers refer to Articles and Sections of this Agreement, and all references to Exhibits refer to the Exhibits attached hereto. The locative adverbs, "herein ", "hereunder ", "hereto ", "hereby ", and like words whenever the same appear in this Agreement mean and refer to this Agreement in its entirety and not to any specific Article, Section, paragraph or clause hereof, unless expressly otherwise provided or the context requires. 51 Doc, # 98183481 Page 136 of 157 Section 26.21 Successors. Except as herein otherwise expressly provided, the covenants, conditions and agreements contained in this Agreement shall bind and inure to the benefit of the signatories hereto and other Persons bound hereunder including Owners and Occupants and their respective grantees, successors and assigns. Section 26.22 Interpretation. Wherever the word "including" is used herein, it shall be deemed to mean "including, without limitation ". Section 26.23 Exhibits. Attached hereto and forming a part of this Agreement are the following Exhibits.: Exhibit A, Part I - Legal description of the Developer Parcel. Exhibit A, Part II - Legal description of the Metra Parcel. Exhibit A, Part III - Legal description of the Outlot Parcels. Exhibit B - Site Depiction (Buildings, Access Road, Retail Parking,. Pace Bus Turnaround, entrances and exits, pylon signs, Wetlands, Common Area). Exhibit C - Sign Criteria. Exhibit D - Pylon sign depiction. Exhibit E - Permitted Encumbrances. ME TRA : THE COMMUTER RAIL DIVISION OF THE REGIONAL TRANSPORTATION AUTHORITY By: Its: DEVELOPER: DEERFIELD ASSOCIATES, L.L.C., an Illinois limited liability company 52 i� fill N o (b D By: Its: poc. # 98183481 Page 134 of 157 i �. 53 ORDINANCE EXHIBIT "C" Plat of Subdivision o �o U 0 �s e— N _M`` 1 W a I o0 qt M c C 0) O i Cl(Y FINAL PLAT N OI DEERFIELD DEPOT SUBDIVISION 4h •iQ�4 46� O .l M r�"� .WHOM i fm�. 0.1{'�'Y�q auriz a.0 �lZC �1_t --,C Z 1= LOT 7 .�. •_ — __ \\ \ f� \ LOT 4 \ \ \ i \ � i 1 1 LOIJ AM TOIK IA61,t0t M =M> LOT \ Y7 I 1 11 _ LOT. II �twa,s sT,lrt tai is r� KIM w W rl" \ 1 , I%' I CEXALT- A.4WILTON ASSOCIATE'S, INL' PLAT OF SLMDMB NI —s- -° l L j 00 r— Rd, On.. omfllnA evoi anenMtolt ®' 3 �jl�]/ RbOM IOUs OIOq� tE0t1 1'•W M.tl •>•��� OtwIOO. O I"— M r N 0) 11 co Itil M 00 r- co 0) U � O \ \ :J m FINAL PLAT ff DEERFIELD DEPOT SUBDIVISION 4., Wt�U 1MOM C�.O� i��Nn'�jq -LM .i. Adu Wft %AW.M.. «1n — N .... km CeXALT- f1.1AULMV ASS0C 1.4T6S• /NC PLAT OF SUBDIMION lV! jJ «e r«.w rw o.. em�nn DEPOT wsaswm 2 1 /+L�J1 .OIMOM wU4 DIADD ««I 1'MO' l M.li.« -100 _ __ _ DDDIRRO. D11101D _ _1! -�l �= FINAL PLAT w PAN 04-0a-l01 -001 DEERFIELD DEPOT SUBDIVISION ME. n MH =40 A! co Y. YY1. AI CEY.4LT-h,.4A,iLroAt.4ssocl4rEs, /NC. PLAT Of StODIMIM