HomeMy WebLinkAboutR-25-05VILLAGE OF DEERFIELD
RESOLUTION NO. R-25-05
A RESOLUTION APPROVING A DEVELOPMENT AGREEMENT
(5 and 8 Parkway North Boulevard — Parkway TIC 1 LLC, and Parkway TIC 2 LLC)
WHEREAS, Quadrangle Development Company, an Illinois corporation
("Quadrangle'), is the record owner of those certain parcels of real property known as 5 and
8 Parkway North Boulevard, Deerfield, Lake County, Illinois (collectively, the `Property')
and legally described in Exhibit A attached to and, by this reference, made a part of this
Resolution; and
WHEREAS, Parkway TIC 1 LLC, a Delaware limited liability company ("Parkway
V), and Parkway TIC 2 LLC, a Delaware limited liability company ("Parkway 2') (Parkway
1 and Parkway 2 are, collectively, "Applicant') are the contract purchasers of the Property
and will own the Property as tenants in the common; and
WHEREAS, the Property is located entirely within the Parkway North Planned Unit
Development ("Parkway PUD'); and
WHEREAS, the Parkway PUD is located within the R-5 General Residence District
of the Village ("R-5 District'); and
WHEREAS, the Applicant desires to redevelop the Property and construct on the
Property: (i) 132 townhomes and 12 single level apartments (collectively, "Residential
Buildings') totaling 144 rental dwelling units, 14 of which will be Affordable Housing Units
(as hereinafter defined) (collectively, the `Residential Units'), with attached parking
garages (collectively, the "Parking Garages'); (ii) amenities including a dog park, event
pavilion, two barbecue areas, pocket parks with pedestrian and bicycle connections,
children's playground, half -court basketball court, fire pit, and outdoor bar (collectively, the
"Shared Amenities'); (iii) a surface off-street parking lot ("Parking Lot") and related
improvements (collectively, the "Proposed Development'); and
WHEREAS, in furtherance of the construction of the Proposed Development, the
Village adopted Ordinance No. 0-25 - 04 ("VennPoint PUD Ordinance') granting
Applicant's application for: (i) approval of an amendment to the Parkway PUD; (ii) approval
of a new residential planned unit development within the Parkway PUD to permit the
Proposed Development on the Property ("VennPoint PUD'); (iii) approval of the Final
Development Plan for the Property; (iv) a zoning exception from Section 12.02-D of the Zoning
Ordinance to permit balconies within the perimeter setback; (v) a zoning exception from
Section 12.02-H,2 of the Zoning Ordinance to allow structures to be within the setbacks
between the private streets and buildings; (vi) a zoning exception from Section 12.02-D of the
Zoning Ordinance to permit the Proposed Development to have a total area of land of 10.01
acres instead of a minimum of 11.27 acres; (vii) a zoning exception from Section 12.09-C,1,s
to allow the proposed development to have private streets; (viii) a zoning exception from
Sections 12.024 and 12.03-I to allow for a maximum building height of 45 feet; (ix) a zoning
exception from Section 9.02-A.6.d to allow an identification sign to be 12 feet from the
property line; (x) a zoning exception from Section 12.02-H,l,b of the Zoning Ordinance to
allow structures to be within the setbacks between the private streets and buildings; and (x)
approval of the Final Plat of Subdivision; and
WHEREAS, pursuant to the VennPoint PUD Ordinance, the Applicant must execute
and record a development agreement prepared by the Village Attorney, governing the use
and development of the Property and incorporating the conditions set forth in the VennPoint
PUD Ordinance, the text of which is in substantially the form attached to and, by this
reference, made a part of this Resolution as Exhibit B ("Development Agreement'); and
WHEREAS, Applicant has agreed to execute and record the Development Agreement;
and
WHEREAS, the Village Board has determined that entering into the Development
Agreement with the Applicant will serve and be in the best interest of the Village;
NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE BOARD OF
DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows:
SECTION ONE: RECITALS. The foregoing recitals are incorporated into, and
made a part of, this Resolution as findings of the Village Board.
SECTION TWO: APPROVAL OF DEVELOPMENT AGREEMENT. The
Development Agreement by and between the Village and the Applicant is hereby approved
in substantially the form attached to this Resolution as Exhibit B, and in a final form to be
approved by the Village Manager and the Village Attorney.
SECTION THREE: EXECUTION OF DEVELOPMENT AGREEMENT. The
Village Mayor and the Village Clerk are hereby authorized and directed to execute and
attest, on behalf of the Village, the Development Agreement upon receipt by the Village Clerk
of at least one original copy of the Development Agreement executed by the Applicant or
Applicant's affiliate; provided, however, that if the executed copy of the Development
Agreement is not received by the Village Clerk within 60 days after the effective date of this
Resolution, or within such greater period of time as the Village Board may approve by
resolution, then this authority to execute and attest will, at the option of the Village Board,
be null and void.
SECTION FOUR: EFFECTIVE DATE. This Resolution will be in full force and
effect upon its passage and approval by a majority of the members of the Village Board.
[SIGNATURE PAGE FOLLOWS]
4918-4724-9408, v. 2
AYES: Benton, Berg, Goldstone, Jacoby, Oppenheim
NAYS: None
ABSTAIN: None
ABSENT: Metts-Childers
PASSED: February 3, 2025
APPROVED: February 3, 2025
RESOLUTION NO. R-25-05
Daniel C. Shapiro, Mayor
ATTEST:
Kent S. S reet, Village C erk
4918-4724-9408, v. 2
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
LOT 1 IN PARKWAY NORTH CENTER RESUBDIVISION NO.2 BEING A RESUBDIVISION OF
PART OF THE NORTHWEST % OF SECTION 31, TOWNSHIP 43 NORTH, RANGE 12 EAST OF
THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH LOT 4, OUTLOT B AND PART OF
OUTLOT A OF PARKWAY NORTH CENTER, ACCORDING TO THE PLAT THEREOF
RECORDED MARCH 23, 1998 AS DOCUMENT 4105647, IN LAKE COUNTY, ILLINOIS.
TOGETHER WITH
LOT 3 IN PARKWAY NORTH CENTER RESUDIVISION NO.4 BEING A RESUBDIVISION OF
LOT 3 IN PARKWAY NORTH CENTER RESUBDIVISION NO.2 BEING A RESUBDIVISION OF
PART OF THE NORTHWEST 1/4 OF SECTION 31, TOWNSHIP 43 NORTH, RANGE 12, EAST OF
THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH LOT 4, OUTLOT B AN PART OF
OUTLOT A OF PARKWAY NORTH CENTER ACCORDING TO THE PLAT OF SAID
RESUBDIVISION RECORDED APRIL 25, 2013 AS DOCUMENT 6985836, IN LAKE COUNTY,
ILLINOIS.
PINS: 16-31-101-037 and 16-31-101-049
The property is commonly known as: 5 and 8 Parkway North Boulevard, in Deerfield,
Illinois.
EXHIBIT B
DEVELOPMENT AGREEMENT
4918-4724-9408, v. 2
Image# 064575740110 Type: AGR
Recorded: 03/14/2025 at 11:16:13 AM
Receipt#: 2025-00011788
Page 1 of 110
Fees: $70.00
IL Rental Housing Fund: $18.00
Lake County IL
Anthony Vega Lake County Clerk
Benjamin L. Schuster
Elrod Friedman LLP
325 N. LaSalle Street
Suite 450
Chicago, IL 60654
Above Space for Recorder's Use Only
• AMONG
THE VILLAGE OF D AND
• 8 PARKWAY NORTHa •
DATED AS OF + '
4865-4885-7079, v. 7
SUBDIVISION AND DEVELOPMENT AGREEMENT
BY AND AMONG
THE VILLAGE OF DEERFIELD AND
PARKWAY TIC 1 LLC AND PARKWAY TIC 2 LLC
(5 AND 8 PARKWAY NORTH BOULEVARD)
THIS SUBDIVISION AND DEVELOPMENT AGREEMENT ("Agreement') is dated as of
the 14 day of %wfj , 2025, and is by and between the Village of Deerfield, an Illinois
home rule municipal corporation ("Village'), Parkway TIC 1 LLC, a Delaware limited liability
company ("Parkway 1'), and Parkway TIC 2 LLC, a Delaware limited liability company
( "Parkway 2') (Parkway 1 and Parkway 2 are, collectively, "Developer').
IN CONSIDERATION OF the agreements set forth in this Agreement, the receipt and
sufficiency of which are mutually acknowledged, and pursuant to the Village's statutory and home
rule powers, the Parties agree as follows:
SECTION 1. BACKGROUND.
A. The Property is an approximately 10.01 acre property located at the addresses
commonly known as 5 and 8 Parkway North Boulevard, in Deerfield, Illinois.
B. As of the Effective Date of thi greemen ,Developer is the contract purchaser of
the Property. The Property is current) b uadran le Development Company, p Y Y Y Q g p p y, an Illinois
corporation ("Quadrangle'). Quadrangle has consented to the execution and recordation of this
Agreement against the Property prior to the date on which Developer acquires title to the Property.
C. Parkway 1 and Parkway 2 will hold ownership of the Property as tenants in
common.
D. The Property is located in the R-5 General Residence District and the Parkway
North Planned Unit Development ("Parkway PUD'j and is currently partially improved with a
vacant commercial structure.
E. Developer desires to redevelop the Property and construct on the Property: (i) 132
townhomes and 12 single level apartments (collectively, "Residential Buildings') totaling 144
rental dwelling units, 14 of which will be Affordable Housing Units (as hereinafter defined)
(collectively, the "Residential Units'), with attached parking garages (collectively, the "Parking
Garages'); (ii) amenities including a dog park, event pavilion, two barbecue areas, pocket parks
with pedestrian and bicycle connections, children's playground, half -court basketball court, fire
pit, and outdoor bar (collectively, the "Shared Amenities'); (iii) a surface off-street parking lot
("Parking Lot") and related improvements (collectively, the Residential Buildings, Residential
Units, Parking Garages, Shared Amenities, and Parking Lot are the "Proposed Development'j.
F. Developer has applied for a loan ("Loan') for the construction of the Proposed
Development from Bank OZK ("Lender') to be evidenced by, among other documents, a loan
agreement ("Loan Agreement') and secured by a Construction Mortgage, Security Agreement
and Fixture Financing Statement in favor of Lender to be recorded against the Property with the
Lake County Recorder of Deeds.
G. In furtherance of the construction of the Proposed Development, Developer, by its
duly -authorized agents, filed an application with the Village seeking: (i) approval of an amendment
4865-4885-7079, v. 7
to the Parkway PUD; (ii) approval of a new residential planned unit development within the
Parkway PUD to permit the Proposed Development on the Property ("VennPoint PUD"); (iii)
approval of the Final Development Plan for the Property; (iv) a zoning exception from Section
12.02-H,3 of the Zoning Ordinance to permit buildings and building balconies within the perimeter
setback; (v) a zoning exception from Section 12.02-H,1,b of the Zoning Ordinance to allow
structures to be within the setbacks between the private streets and buildings; (vi) a zoning
exception from Section 12.02-D of the Zoning Ordinance to permit the Proposed Development to
have a total area of land of 10.01 acres instead of a minimum of 11.27 acres; (vii) a zoning
exception from Section 12.09-C,1,s to allow the proposed development to have private streets;
(viii) a zoning exception from Sections 12.02-J and to allow for a maximum building height of 45
feet; (ix) a zoning exception from Section 9.02-A,6,d to allow an identification sign to be 12 feet
from the property line; and (x) approval of the Final Plat of Subdivision (collectively, the
"Requested Relief ).
H. On June 17, 2024, the Village Board adopted a motion granting preliminary
approval of the VennPoint PUD ("Preliminary PUD Approval').
1. On February 3, 2025, the Village Board adopted the PUD Ordinance approving the
Proposed Development and the Requested Relief, effective upon the execution of this
Agreement.
J. As part of the PUD Ordinance, and pursuant to the Affordable Housing Regulations
(as defined below), the Village approved an Affordable Housing Compliance Plan for the Property.
K. The Corporate Authorities, after due and careful consideration, have concluded
that the redevelopment and use of the Property pursuant to and in accordance with this
Agreement and the PUD Ordinance would further enable the Village to control the development
of the area and would serve the best interests of the Village.
L. Developer has proposed, and the Village has agreed, to enter into this Agreement
to, among other reasons, satisfy the requirements set forth in the Affordable Housing Regulations.
M. The Village desires that the Property be redeveloped and used only in compliance
with this Agreement and the PUD Ordinance.
N. As provided in, and as a condition of, the PUD Ordinance, Developer has agreed
to execute this Agreement so as to provide that the Property be redeveloped and used only in
compliance with this Agreement and the PUD Ordinance.
SECTION 2. DEFINITIONS: RULES OF CONSTRUCTION.
A. Definitions. Whenever used in this Agreement, the following terms have the
following meanings unless a different meaning is required by the context. All capitalized words
and phrases throughout this Agreement have the meanings set forth in the preamble above and
in this Section and the other provisions of this Agreement. If a word or phrase is not specifically
defined in this Agreement, it has the meaning ascribed to it in the Village Laws.
Affordable Housing Compliance Plan: The Affordable Housing Compliance Plan
submitted to the Village pursuant to Section 2.14-1- of the Affordable Housing Regulations,
approved by the Corporate Authorities in the PUD Ordinance, and attached to this Agreement as
Exhibit E.
IN
4865-4885-7079, v. 7
Affordable Housing Regulations: The regulations set forth in Section 2.14 of the Zoning
Code.
Affordable Housing Units: Any residential dwelling unit or units designated for Affordable
Housing, as that term is defined by Section 2.14-B of the Village Code, as a result of the
development of the Property and pursuant to the Affordable Housing Regulations.
Affordable Unit Covenant: The "Workforce and Affordable Housing Restrictive
Covenant," in all material respects the same as the approved template attached to this Agreement
as Exhibit D, to be executed by Developer and recorded against the Property pursuant to the
Affordable Housing Regulations and Section 3.1) of this Agreement.
Building Code: Chapter 6 of the Village Code.
Corporate Authorities: The Mayor and Board of Trustees of the Village.
CTM Plan: Defined in Section 5.F.1 of this Agreement.
Development The redevelopment of the Property by Developer.
Effective Date: The date of execution of this Agreement by all of the Parties (as defined
below) and as set forth in the first paragraph of page one of this Agreement.
Events of Default: Defined in Section 12.A of this Agreement with respect to Developer
and in Section 12.6 of this Agreement with respect to the Village.
Final Development Plan: Collectively, those plans and specifications for the
Development approved by the Corporate Authorities pursuant to the PUD Ordinance.
Final Landscape Plan: That certain "Landscape Plan," prepared by BSB Design, Inc.,
consisting of seven sheets, with a latest revision date of January 13, 2025, and attached as
Exhibit F.
Guarantee: Defined in Section &A of this Agreement.
Improvement Construction Schedule: The schedule for construction of Improvements
as specifically described in Section 4.A.3 of this Agreement.
Improvements: The on -site and off -site improvements to be made in connection with the
development of the Property, as provided in Section 4 of this Agreement, but specifically excluding
the buildings to be constructed on the Property.
Indemniried Claims: Defined in Section 9.0 of this Agreement.
Letter of Credit: The performance security required by Section 8.A, in the form attached
as Exhibit B to this Agreement.
Maintenance Guarantee: Defined in Section 8.13 of this Agreement.
Parties: The Village, Developer, and Quadrangle, collectively.
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4865-4885-7079, v. 7
Person: Any corporation, partnership, individual, joint venture, limited liability company,
trust, estate, association, business, enterprise, proprietorship, governmental body or any bureau,
department or agency thereof, or other legal entity of any kind, either public or private, and any
legal successor, agent, representative, authorized assign, or fiduciary acting on behalf of any of
the above.
Property: That certain tract of land, consisting of approximately 10.01 acres, located at
the addresses commonly known as 5 and 8 Parkway North Boulevard, in Deerfield, Illinois and
legally described in Exhibit A attached to this Agreement.
Public Improvements: Those Improvements identified in the Final Development Plan that
will be dedicated to, and accepted by, the Village, including the pathway along Saunders Road.
PUD Ordinance: Ordinance No. J-1, adopted by the Corporate Authorities and as
may be amended: (i) approving an amendment to the Parkway PUD; (ii) approving the VennPoint
PUD; (iii) approving the Final Development Plan for the Property; (iv) approving a rezoning of the
Property; (v) granting a zoning exception within the approved planned development; (vi)
approving the Final Plat of Subdivision for the Property; and (vii) approving the Affordable Housing
Compliance Plan for the Property.
Requirements of Law: The Village Laws and all applicable laws, statutes, codes,
ordinances, resolutions, rules, regulations, and policies of any federal, state, or local government
or governmental agency with jurisdiction over the Property, each as may be amended from time
to time.
Site Restoration: Site restoration and modification activities to establish a park -like
setting suitable for passive outdoor recreational activities, including without limitation, demolition
of partially constructed improvements and Structures, regrading, erosion control, and installation
of sod or seeding.
Stormwater Improvements: The specific Improvements, as depicted on the Final
Development Plan, and private storm sewers, related equipment, appurtenances, structures,
swales, and storm drainage areas installed and maintained on the Property to ensure adequate
storm water drainage and management and to collect and direct storm water into the Parkway
North storm sewer system.
Structure: Anything constructed or erected, the use of which requires more or less
permanent location on the ground, or anything attached to something having a permanent location
on the ground, but not including slab, paving or surfacing of the ground. Structure will in all cases
be deemed to include, without limitation, the residential structures to be constructed on the
Property.
Subdivision Ordinance: The "Deerfield Subdivision Ordinance," as amended.
Transferee Assumption Agreement: Defined in Section 10.0 of this Agreement.
Uncontrollable Circumstance: Any of the following events and circumstances that
materially change the costs or ability of Developer to carry out its obligations under this
Agreement:
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4865-4885-7079, v. 7
a. a change in the Requirements of Law, other than an action taken by the Village
pursuant to Section 13.A.3 of this Agreement;
b. insurrection, riot, civil disturbance, sabotage, act of public enemy, explosion,
nuclear incident, war, or naval blockade;
C. epidemic or pandemic, hurricane, tornado, landslide, earthquake, lightning, fire,
windstorm, other extraordinary weather conditions preventing performance of work, or other
similar Act of God;
d. governmental condemnation or taking other than by the Village; or
e. strikes, lockouts, or labor disputes, other than those caused by the unlawful acts
of Developer, its partners, or affiliated entities.
Uncontrollable Circumstance does not include: (i) delays caused by weather conditions,
unless the weather conditions are unusually severe or abnormal considering the time of year and
the particular location involved; or (ii) economic hardship, impracticability of performance,
commercial, economic, or market conditions, or a failure of performance by a contractor (except
as caused by events that are Uncontrollable Circumstances as to such contractor).
Vertical Construction: The construction of any portion of a Structure above the slab, or
if no slab is to be provided for a Structure, above grade level.
Village Code: "The Municipal Code of the Village of Deerfield, Illinois, 1975," as amended.
Village Laws: The Village Code, the Zoning Code, the Subdivision Code, and all other
Village laws, codes, ordinances, resolutions, rules, regulations, and policies.
Zoning Code: The "Deerfield Zoning Ordinance 1978", as amended.
B. Rules of Construction.
1. Grammatical Usage and Construction. In construing this Agreement, plural
terms are to be substituted for singular and singular for plural, in any place in which the context
so requires.
2. Headings. The headings, titles, and captions in this Agreement have been
inserted only for convenience and in no way define, limit, extend, or describe the scope or intent
of this Agreement.
3. Calendar Days: Calculation of Time Periods. Unless otherwise specified in
this Agreement, any reference to days in this Agreement will be construed to be calendar days.
Unless otherwise specified, in computing any period of time described in this Agreement, the day
of the act or event on which the designated period of time begins to run is not to be included and
the last day of the period so computed is to be included, unless the last day is a Saturday, Sunday
or legal holiday under the laws of the State in which the Property is located, in which event the
period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday.
The final day of any period will be deemed to end at 5:00 p.m., Central prevailing time.
4865-4885-7079, v. 7
4. Compliance and Conflict with Other Requirements. Unless otherwise
provided in this Agreement either specifically or in context, in the event of a conflict between or
among this Agreement and any plan, document, or Requirement of Law referenced in this
Agreement, the plan, document, or Requirement of Law that provides the greatest control and
protection for the Village, as determined by the Village Manager, will control. All of the provisions
set forth in this Agreement, and all referenced plans, documents, and Requirements of Law are
to be interpreted so that the duties and requirements imposed by any one of them are cumulative
among all of them, unless otherwise provided in this Agreement either specifically or in context.
SECTION 3. DEVELOPMENT OF THE PROPERTY.
A. Compliance with this Agreement. Notwithstanding any use or development right
that may be applicable or available pursuant to the provisions of the Village Laws or any other
rights Developer may have, during the term of this Agreement, the Property may only be
developed pursuant to, and in accordance with, the terms and provisions of this Agreement and
its exhibits, including, without limitation, the following development conditions. Development of
the Property in a manner deviating from these conditions will be deemed a violation of this
Agreement and Developer's obligations hereunder, and an Event of Default pursuant to Section
12.A of this Agreement.
B. Development. The Development must consist of the following required elements,
all of which were promised by Developer and served as an enticement to the Village to enter into
this Agreement and adopt the Development Approvals:
132 townhomes and 12 single level apartments consisting of 144
total Residential Units, which units must include at least 14
Affordable Housing Units.
2. Parking totaling to 448 on -site spaces, which includes 254 on -site
covered garage parking spaces, 88 on -site uncovered parking
spaces, and 106 on -site spaces within the driveways of the
proposed residential buildings.
3. On -site amenities include but are not limited to an event pavilion
and Shared Amenities. Shared Amenities may be updated and the
types of Shared Amenities may be altered provided that the areas
dedicated to the Shared Amenities is not reduced (e.g. the half -
court basketball court replaced with a pickleball court).
4. The Improvements, as described Section 4 and depicted in the
Final Development Plan.
C. General Development Restrictions. The development, construction, operation
and maintenance of the Development on the Property, must, except for minor alterations due to
final engineering and site work approved by the Village, comply, and be in accordance, with the
following:
This Agreement;
2. The Development Approvals;
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3. The Final Development Plan, and all individual plans and
documents of which it is comprised;
4. The Zoning Code;
5. The Building Code;
6. The Subdivision Code;
7. The PUD Ordinance;
8. The Affordable Housing Compliance Plan; and
9. The Requirements of Law, including, without limitation, the
Affordable Housing Regulations.
Unless otherwise provided in this Agreement either specifically or in context, in the event of a
conflict between or among any of the plans or documents listed as or within items 1 through 9 of
this Section 3.C, the interpretative provisions of Section 2.B.4 will prevail.
D. Affordable Housina Units.
Construction and Development. Not less than 14 Residential Units
constructed on the Property must be developed as Affordable Housing
Units in accordance with and pursuant to this Agreement and the
Affordable Housing Compliance Plan for the Property.
2. Recordation — Condition of Certificate of Occupancy. As a condition
precedent to any issuance of any building permits for the Property,
Developer must cause an Affordable Unit Covenant, in substantially the
form attached to this Agreement as Exhibit D, to be fully executed and
properly recorded against the Property, as required pursuant to Section
2.14-M of the Affordable Housing Regulations. Developer must notify the
Village of all recordations performed pursuant to this Section 3.13.2 the
recording number assigned to the Affordable Unit Covenant. Failure to
record the Affordable Unit Covenant as provided in this Section 3.B.2 and
in this Agreement will, among other things, give the Village the right, but
not the obligation, to rescind and terminate the PUD Ordinance, along with
all of the rights and approvals granted in that Ordinance.
3. Order of Recordation and Declaration Primacy. The Affordable Unit
Covenant must not be subject or subordinate to any mortgages, liens, or
any other similar encumbrances, including, without limitation, construction
loans. Pursuant to the Affordable Housing Plan and the Affordable Housing
Regulations, Developer must take all steps necessary to cause the
Affordable Unit Covenant to have priority over any other interests recorded
against the Property. Developer must provide and require such documents
as are reasonably necessary to ensure that any mortgage, deed of trust or
other financing lien, and any renewals and extensions thereof, presently
existing, or hereafter placed or caused by Developer, upon any portion of
the Property must be subordinate to the Affordable Unit Covenant.
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4. Evidence of Compliance. Developer must provide the Village with a title
report or other evidence reasonably satisfactory to the Village
demonstrating compliance with this Section 3.D within 60 days following
recordation of the Affordable Unit Covenant.
SECTION 4. IMPROVEMENTS.
A. Design and Construction of the Improvements.
1. Description of Improvements. The Improvements are depicted and
described on the portions of the Final Development Plan and include, without limitation, the
following:
a. Stormwater sewer mains, service lines, and facilities;
b. Sanitary sewer mains and service lines;
C. Water mains and service lines;
d. Relocation of portions of the sidewalk pathway located along
Saunders Road;
e. The landscaping, as depicted in the Final Landscape Plan, and as
described in Section 4.0 of this Agreement.
2. General Standards. All Improvements must be designed and constructed
pursuant to and in accordance with the Final Development Plan and the Development Approvals,
and will be subject to the reasonable written satisfaction of the Village Principal Planner or Director
of Public Works and Engineering or Village Forester (for matters within their respective permitting
authorities) in accordance with the Village Laws. All work performed on the Improvements must
be conducted in a good and workmanlike manner, with due dispatch, and in compliance with the
Improvement Construction Schedule, as well as all permits issued by the Village for construction
of the Improvements. All materials used for construction of the Improvements must be new and
of first-rate quality. All Improvements must be constructed and installed in accordance with the
highest standards of professional practice, care, skill, and diligence practiced by recognized firms
or licensed and accredited professionals in performing services of a similar nature. Any work
required by law or by this Agreement to be performed by licensed professionals will be performed
by professionals licensed in accordance with the Requirements of Law.
3. Construction Schedule. Prior to commencing any construction of any Public
Improvements, or of any part of the Development, Developer must meet with the Village Director
of Public Works and Engineering, or their designee, to develop a mutually -agreeable
Improvement Construction Schedule for all such construction. The Improvement Construction
Schedule must set forth schedule for site demolition, constriction of the Improvements, and the
start date for the construction of the first Structure (but not the deadlines for the construction of
each individual Structure). The meeting must take place not less than one week prior to the
commencement of any such construction. After the meeting, Developer must prepare and submit
minutes of the meeting to the Village Principal Planner and Director of Public Works and
Engineering. No construction may occur prior to the approval by the Village Principal Planner
and Director of Public Works and Engineering of the meeting minutes and the Improvement
Construction Schedule, which approval must be given or denied within one week of receipt by the
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Village. During the course of construction of the Development, Developer must provide the
Village updates on the progress of construction no less than once a month, which updates shall
include the expected dates for the commencement and completion of each Structure; provided
that it shall not be an Event of Default in the event that that Developer is unable to commence or
complete a Structure in accordance with the dates set forth in the updates.
4. Contract Terms: Prosecution of the Work. Developer must include in every
contract for work on the Improvements terms requiring the contractor to prosecute the work
diligently and continuously, in full compliance with, and as required by or pursuant to, this
Agreement, the Development Approvals, the Final Development Plan, and the Requirements of
Law, until the work is properly completed, and providing that Developer may take over and
prosecute the work if the contractor fails to do so in a timely and proper manner.
5. Engineering Services. Developer must provide, at its sole cost and
expense, all engineering services for the design and construction of the Improvements, by a
professional engineer responsible for overseeing the construction of the Improvements. Such
professional engineer is not required to be on -site at all times during construction. Developer must
promptly provide the Village with the name of one or more Developer's representative and a
telephone number or numbers at which the Developer's representative can be reached at all
times.
6. Village Inspections and Approvals. All work on the Improvements is subject
to inspection and approval by Village representatives at all times. Developer will provide
immediate access to the Property for the purpose of conducting these inspections during regular
operating hours and within 12 to 48 hours outside of regular operating hours upon notice by the
Village.
7. Other Approvals. Where the construction and installation of any
Improvement requires the consent, permission, or approval of any third -party public agency or
private party, Developer must promptly file all applications, enter into all agreements, post all
security, pay all fees and costs, and otherwise take all steps that may be required to obtain the
consent, permission, or approval.
B. Connection of Utilities.
1. Developer must, at its sole cost and expense, and in accordance with and
pursuant to the Final Development Plan, construct: (a) public utility connections servicing the
Property; and (b) the connection of utilities to facilities located on the Property.
2. No utilities located on the Property may be connected to the sewer and
water utilities belonging to the Parkway North Owner's Association or any other entity except in
accordance with the applicable provisions of the Requirements of Law and upon payment all fees
required by Village Laws.
C. Landscaping-
1 . Prior to the issuance of a final certificate of occupancy for a particular
Structure on the Property, Developer must install all landscaping on the Property, as depicted on
the Final Landscape Plan that is to be installed immediately adjacent to that particular Structure,
which landscaping must be installed and maintained and in accordance with the following:
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a. All trees, shrubs, plantings, and ornamentals must be healthy, and
of the size, height, and species described in the Final Development
Plan. Substitutions may be permitted and authorized in writing by
the Village Forester, which approval and authorization may be
withheld by the Village Forester in its sole discretion.
b. The Village Forester will have the right to reasonably reject or
require replacement of any landscaping that is not in accordance
with this Agreement.
C. Developer will, and does hereby, guaranty the proper health and
survival of all landscaping (new and transplanted) for a period of
two years after the date of the installation of such landscaping.
d. The final grade of the site must contain a minimum of four inches of
topsoil of covered by sod, and six inches of topsoil if not covered by
sod, except as may be approved by the Village Forester.
e. Upon installation, the trees required to be installed and planted
pursuant to this Agreement must have the minimum height and
diameter as represented on the Final Landscape Plan, and must
comply with the tree replacement requirements set forth in the
Village Laws.
Developer must replace any plantings that are not healthy and
growing after one year from the date of installation.
g. In the event Developer is seeking a certificate of occupancy
between the dates of November 1 st and April 31 st, Developer may
request that the Director of Public Works and Engineering allow
developer to delay the installation of such landscaping in the event
that the Director of Public Works and Engineering determines that
the installation of such landscaping would be futile due to inclement
weather, in which case, the Developer may authorize the
installation of certain landscaping to be delayed to the next May 1 st
("Delay Period'). During the Delay Period, the Village will issue a
temporary certificate of occupancy until such time as the applicable
Landscaping is installed, upon the competition of which the Village
will issue a final certificate of occupancy" for the applicable Structure
provided that all other Requirements of Law and this Agreement are
satisfied.
2. Prior to the issuance of a final certificate of occupancy for the last Structure
to be constructed on the Property pursuant to the Final Development, Developer must install all
landscaping on the Property, as depicted on the Final Landscape Plan, which landscaping must
be installed and maintained and in accordance with the requirements of Section 4.C.1.a through
4.C.1.g.
D. Lighting. All exterior lighting on the Property must comply at all times with the
lighting requirements set forth in the Village Code and conform to the photometric plan included
as part of the Final Development Plan.
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E. Maintenance of the Improvements.
1. Final Inspection and Approval of the Improvements. Developer must notify
the Village when it believes that any or all of the Improvements have been fully and properly
completed and must request final inspection and approval of the Improvements by the Village.
The notice and request must be given far enough in advance, and in no event with less than one
week's advance notice, to allow the Village time to inspect the Improvements and to prepare a
punch list of items requiring repair or correction and to allow Developer time to make all required
repairs and corrections prior to the scheduled completion date (as may be established pursuant
to this Agreement or in the permits issued by the Village for construction of the Improvements).
Developer must promptly make all necessary repairs and corrections as specified on the punch
list, and provide 24 hour notice for reinspection of such repairs and corrections. The Village is not
required to approve any portion of the Improvements until: (a) all of the Improvements as may be
required pursuant to Section 4.A of this Agreement, including all punch list items, have been fully
and properly completed; and (b) the Village Director of Public Works and Engineering has
determined that the specific Improvement has been constructed to completion, in accordance with
the Final Development Plan and Requirements of Law.
2. Dedication and Acceptance of Public Improvements. Neither the execution
of this Agreement, nor the approval of the Development Approvals, constitutes acceptance by the
Village of any Improvements that are depicted as "dedicated" on the Final Development Plan, if
any. The acceptance of ownership of, and responsibility for, a specific approved Improvement as
a Public Improvement may be made only by the Corporate Authorities, and only in compliance
with the requirements of the Subdivision Code.
3. Transfer of Ownership of the Public Improvements and Easements to the
Village. Upon the approval of, and prior to acceptance of, the Public Improvements to be accepted
by the Village pursuant to Section 4.E.2 of this Agreement, Developer must execute, or cause to
be executed, all documents as the Village may request to transfer ownership of, or to provide
easements in, the Public Improvements to, and to evidence ownership of the Public
Improvements by, the Village, free and clear of all liens, claims, encumbrances, and restrictions,
unless otherwise approved by the Village in writing. Developer must, at the same time: (a) grant,
or cause to be granted, to the Village all easements or other property rights as the Village may
require to install, operate, maintain, service, repair, and replace the Public Improvements that
have not previously been granted to the Village, free and clear of all liens, claims, encumbrances,
and restrictions, unless otherwise approved by the Village in writing; and (b) provide a written
estimate of the monetary value of each of the Public Improvements to be accepted by the Village.
4. Maintenance of Public Improvements. For a period of at least two years —
following acceptance by the Village of the Public Improvements, Developer must, at its sole cost
and expense, maintain the Public Improvements without any modification, except as specifically
approved in writing by the Village Director of Public Works and Engineering, in a first-rate
condition at all times. Developer hereby guarantees, on its behalf and on behalf of its successors,
the prompt and satisfactory correction of all defects and deficiencies in any of the Public
Improvements that occur or become evident within two years after acceptance of the Public
Improvement by the Village pursuant to this Agreement. In the event the Village Director of Public
Works and Engineering determines, in the Village Director of Public Works and Engineering's
reasonable discretion, that Developer is not adequately maintaining, or has not adequately
maintained, any Public Improvement, Developer must, after 14 days' prior written notice from the
Village (subject to Uncontrollable Circumstances), correct it or cause it to be corrected. If
Developer fails to correct the defect, commence the correction of the defect, or diligently pursue
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correction of the defect to completion, the Village, after 10 days' prior written notice to Developer,
may, but will not be obligated to, enter upon any or all of the Property for the purpose of performing
maintenance work on and to such Public Improvement. In the event that the Village causes to be
performed any work pursuant to this Section 4.E.4, Developer must, upon demand by the Village,
pay the costs of the work to the Village. If Developer fails to pay the costs, the Village will have
the right to draw from the Maintenance Guarantee required pursuant to Section 8.13 of this
Agreement, based on costs actually incurred or on the Village's reasonable estimates of costs to
be incurred, an amount of money sufficient to defray the entire cost of the work, including legal
fees and administrative expenses. In the event any Public Improvement is repaired or replaced
pursuant to this Section 4.E.4, the Village's right to draw upon the Maintenance Guarantee
pursuant to Section 8.6 of this Agreement will be extended, as to the repair or replacement, for
two full years from the date of the repair or replacement. Nothing in this Section shall require
Developer to repair or replace Public Improvements that the damaged solely by the negligent
actions of the Village.
5. Effect of Approval and Acceptance. Approval or acceptance of any
Improvement will not constitute a waiver of any rights or claims that the Village has, before or
after approval and acceptance, with respect to any breach of this Agreement by Developer or any
right of indemnification of the Village by Developer.
F. Saunders Road Pathway. Developer must relocate portions of the pedestrian
pathway and landscaping ("Saunders Pathway") along the west end of the Proposed
Development adjacent to Saunders Road in accordance with the Final Development Plan over
land currently owned by Lake County Department of Transportation ("County Land'). In the
event that the Village enters into an agreement ("County Agreement") with the Lake County
Department of Transportation ("LCDOT') for the construction and maintenance of the Saunders
Pathway, Developer shall enter into, and abide by, an agreement with the Village ( "Pathway
Agreement'), generally in the form attached to this Agreement as Exhibit H, approved by the
Village Manager for Developer: (i) to construct and maintain the Saunders Pathway generally in
conformance with the Final Development Plan and in strict accordance with final plans approved
of by LCDOT and the Village; and (ii) indemnify and hold harmless the Village for any and all
claims, damages, and costs related to the construction or maintenance of the Saunders Pathway.
Such Pathway Agreement shall be recorded against the Property. The obligations of Developer
under this Section 45 may be assumed by the Parkway North Owners Association, in which event
Developer will be released therefrom.
SECTION 5. DEMOLITION AND CONSTRUCTION OF DEVELOPMENT.
A. General Construction and Contracting Requirements.
1. Compliance with Plans and Approvals. The development of the Property
must be designed and constructed pursuant to and in accordance with the Final Development
Plan and the Development Approvals. All work must be conducted in a good and workmanlike
manner and with due dispatch. All materials used for construction on the Property will be in
accordance with the specifications for the work to be performed.
2. Contracts for Work on Property. Developer must include in every contract
for work on the Property terms requiring the contractor and its subcontractors to prosecute the
work diligently, and in full compliance with, and as required by or pursuant to, this Agreement, the
Development Approvals, and the Requirements of Law, until the work is properly completed, and
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terms providing that Developer may take over and prosecute the work if the contractor fails to do
so in a timely and proper manner.
3. Application for Permits and Approvals. Developer will apply for and will
maintain all government permits, certificates, and consents (including, without limitation, appropriate
environmental approvals) necessary to conduct its business and to construct and complete its
obligations as required by this Agreement.
4. Village Inspections and Approvals. All work on the Property will be subject
to inspection and approval by Village representatives at all times, subject to safety rules on the
Property.
5. Prevailing Wage. Developer must comply, and will cause all contractors
constructing Public Improvements to comply, with the Illinois Prevailing Wage Act (820 ILCS
130/0.01 et seq.). Developer acknowledges and agrees, and will take all necessary steps to
insure, that the Illinois Prevailing Wage Act applies to each contract pursuant to which Developer
will construct, or cause the construction of, a Public Improvement or other Improvement that will
be dedicated or transferred to another public entity upon its completion and acceptance.
B. Demolition of Existing Structures. Developer may commence demolition of
existing structures on the Property only after obtaining all necessary demolition permits from the
Village and presenting the Village with a plan to mitigate dust, smoke, and other particulates
resulting from the demolition. Developer will conduct all demolition work on the Property in full
compliance with the Village's permitted construction work hours regulations. Developer will
remove and dispose of all debris resulting from the demolition of existing structures on the
Property in compliance with the Requirements of Law.
C. Single Phase of Development. Demolition of the Current Improvements,
construction of the Improvements, and development of the Property must take place in one
continuous phase.
D. Limits on Vertical Construction. In addition to any other applicable provision of
this Agreement and the Requirements of Law, Developer may not commence any Vertical
Construction, and the Village will have the right to refuse to issue a building permit for any Vertical
Construction, unless the Village Manager has determined that the construction of the following
Improvements are complete as required by this Agreement and Requirements of Law, except as
may be authorized in writing by the Village Manager in their sole discretion:
1. the Stormwater Improvements, except for Stormwater Improvements that
are specific to and meant to serve only one particular Structure and
landscape yard drains; and
2. a fully completed and functional water system that can deliver water to all
proposed fire hydrants in the manner required by the Village.
E. Diligent Pursuit of Construction.
1. Once commencement of construction is authorized pursuant to this
Agreement, Developer must pursue, or cause to be pursued, all required development,
demolition, construction, and installation of structures, buildings, and Improvements on the
Property in a diligent and expeditious manner, and in strict compliance with the Village Code and
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the Requirements of Law. Developer will conduct all construction work on the Property in full
compliance with the Village's permitted construction work hours regulations.
2. Developer must complete and make ready the Improvements for
inspection, approval and, where appropriate, acceptance by the Village pursuant to the
Improvement Construction Schedule approved by the Village Director of Public Works and
Engineering and in accordance with the Final Development Plan. Developer may be allowed
extensions of time beyond the completion dates set forth in such Improvement Construction
Schedule only for unavoidable delay caused by Uncontrollable Circumstances or as may
otherwise be approved by the Village Manager.
3. Notwithstanding any other provision of this Agreement to the contrary,
provided that Developer or an entity suitable/acceptable to the Village (the "Completion
Guarantor') executes the Completion Guaranty in the form attached hereto as Exhibit J (the
"Completion Guaranty'), and provided that Lender does not prevent the Completion Guarantor
from fulfilling its obligations under such Completion Guaranty with respect to completion (but not
demolition) of any partially built Structure (in accordance with Section 3.0 hereof) at Completion
Guarantor's sole cost and expense, the Village acknowledges that, if Lender initiates foreclosure
proceedings and thereafter Lender or its designated affiliate (which designated affiliate shall be
majority -owned (directly or indirectly) and controlled (directly or indirectly) by Lender) succeeds
to the interest of Developer (as applicable, the "New Owner") under this Agreement as a result
of foreclosure proceedings or the granting of a deed in lieu of foreclosure, any obligations under
this Agreement to construct, complete, develop, or demolish any partially completed Structure or
conduct Site Restoration shall be tolled until the earlier to occur of (i) 18 months after the date
Lender obtains control of the Property via a foreclosure, deed -in -lieu of foreclosure, or
appointment of a receiver at Lender's request (as applicable, the "New Owner Acquisition Date")
or (ii) the date New Owner assigns this Agreement to a third -party purchaser or assignee that
does not qualify as a New Owner (such earlier date being the "Tolling Period Expiration Date"
and such period being the "Tolling Period'). If the Tolling Period Expiration Date occurs and
New Owner is still in control of or owner of the Property, then New Owner must complete any
partially built Structures or conduct Site Restoration in accordance with Section 5.E.4 below.
Upon the Tolling Period Expiration Date, the dates set forth in the approved Improvement
Construction Schedule shall automatically be extended in an amount equal in length of the Tolling
Period for any subsequent owner of the Property or for New Owner to the extent that such
Improvement Construction Schedule applies; and provided that New Owner and any subsequent
owner may request additional modifications to the Improvement Construction Schedule, which
requested modifications will not be unreasonably denied. For clarification purposes, and
notwithstanding anything herein to the contrary, (A) in the event New Owner elects to proceed
with construction or demolition of all or any portion of the Proposed Development prior to or after
the Tolling Period Expiration Date, the Village shall, promptly upon New Owner's submittals for
any expired or revoked permits or approvals, including, without limitation, any building permits,
process such applications in accordance with Requirements of Law.
4. Notwithstanding any other provision of this Agreement to the contrary, the
Village acknowledges that, if New Owner takes title to the Property as a result of foreclosure
proceedings or the granting of a deed in lieu of foreclosure, and the Proposed Development is
not complete, then:
a. Irrespective of whether the Tolling Period Expiration Date has or
has not occurred, New Owner shall have no obligation to complete the construction of any
Structure for which construction has not yet commenced or to demolish any completed
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Improvements or completed Structures that have been constructed in accordance with the Final
Development Plan and this Agreement and for which a final certificate of occupancy has been
issued.
b. Subject to Section 5.E.3 above (including, without limitation, the
Tolling Period), in the event that construction of a Structure on the Property has commenced but
a final certificate of occupancy has not been issued for that Structure, the New Owner must, after
the Tolling Period Expiration Date, either (i) diligently complete construction of that Structure in
accordance with the Final Development Plan and obtain from the Village a final certificate of
occupancy for that Structure, or (ii) perform Site Restoration for that portion of the Property. In the
event that New Owner refuses to complete any partially completed Structures and/or perform Site
Restoration, the Village may not exercise its rights set forth in Section 13.A of this Agreement
during the Tolling Period; provided; however, the foregoing shall not prohibit the Village from
enforcing its rights under the Completion Guaranty.
F. Construction Traffic.
1. Construction and Traffic Management Plan. Developer must prepare and
submit, for review and approval by the Village Director of Public Works and Engineering, a
Construction and Traffic Management Plan ("CTM Plan") for the development of the Property.
The CTM Plan will govern (i) the location, storage, and traffic routes for construction equipment
and construction vehicles, and (ii) the location of alternative off-street parking during the
construction. The Village has no obligation to issue a building permit for any structure or
Improvement, and no construction may be commenced with respect to the structure or
Improvements, unless and until the Village Director of Public Works and Engineering has
approved, in writing, the CTM Plan. The Village agrees to cause the CTM Plan to be promptly
and expeditiously reviewed by the Village Director of Public Works and Engineering; provided,
however, that nothing in this Agreement is to be deemed or interpreted to require approval of the
CTM Plan. Developer must comply with the approved CTM Plan. The CTM Plan must include,
without limitation, the following:
a. The schedule and traffic routes for construction traffic accessing the
Property;
b. The designation of machinery and construction material storage
areas on the Property;
C. Provisions for the screening of construction areas within the
Property;
d. The hours of operation and schedule for construction on the
Property;
e. The location of areas on the Property for the parking of construction
vehicles and vehicles operated by construction employees;
The location of alternative off-street parking to replace any parking
temporarily lost due to construction; and
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g. The location of temporary and durable off-street parking on the
Property for construction employees, which off-street parking must
comply with the standards set forth in the Village Code.
2. Designated Routes of Access. The Village reserves the right to designate
certain prescribed routes of access to the Property for construction traffic to provide for the
protection of pedestrians and to minimize disruption of traffic and damage to paved street
surfaces, to the extent practicable; provided, however, that the designated routes must not: (a)
be unreasonably or unduly circuitous; nor (b) unreasonably or unduly hinder or obstruct direct and
efficient access to the Property for construction traffic.
3. Maintenance of Routes of Access. At all times during the construction of
the structures and Improvements, Developer must: (a) keep all routes used for construction traffic
free and clear of mud, dirt, debris, obstructions, and hazards; and (b) repair any damage caused
by construction traffic.
G. Tree Preservation. Developer must comply with all applicable tree preservation
regulations set forth in Tree Preservation Ordinance of the Village Code, and the following
additional requirements:
1. Developer must, prior to construction, erect fencing satisfactory to the
Village Forester to protect those existing trees located on the Property: (i) designated in the Final
Development Plan; and (ii) designated for protection by the Village Forester.
2. No grade alteration or construction may take place within designated tree
preservation areas, consistent with the tree fencing plan that must be submitted with Developer's
applications for building permits for the Proposed Development.
H. Storm Water Management and Erosion Control During Construction. During
construction of any of the structures or Improvements on the Property, Developer must:
1. Install and implement such measures as necessary to temporarily divert or
control any accumulation of storm water away from or through the Property in a manner approved
in advance by the Village Director of Public Works and Engineering, which method of diversion
must include early installation of storm drains to collect water and convey it to a safe discharge
point;
2. Install erosion control devices as necessary to prevent silt, dirt, snow, ice,
water, and other materials from leaving the site and traveling onto other properties;
3. Take all practicable measures to mitigate dust, smoke, and other
particulates resulting from the construction; and
4. Properly remove or dispose of all debris, spoils, materials, and waste
generated by demolition, grading, construction, installation and paving on the Property in
accordance with the Requirements of Law, including, without limitation, any applicable Lake
County, Illinois stormwater ordinances and regulations.
All installations made pursuant to this Section 5.1-1 must be maintained by Developer until all final
certificates of occupancy have been issued by the Village for the Development, except as
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otherwise may be approved by the Village Manager. Developer must have a designated erosion
control inspector during construction that will routinely inspect the construction.
I. Damage to Public Property. Developer must maintain the Property and all
streets, sidewalks, and other public property in and adjacent to the Property in a good and clean
condition at all times during the development of the Property and construction of the Development.
Further, Developer must: (1) promptly clean all mud, dirt, or debris deposited on any street,
sidewalk, or other public property in or adjacent to the Property by Developer or any agent of or
contractor hired by, or on behalf of, Developer; and (2) repair all damage caused by the activities
of Developer or any agent of or contractor hired by, or on behalf of, Developer.
J. Issuance of Permits and Certificates.
1. General Right to Withhold Permits and Certificates. In addition to every
other remedy permitted by law for the enforcement of this Agreement, the Village has the absolute
right to withhold the issuance of any building permit or certificate of occupancy for the Property at
any time when Developer has failed or refused to meet fully any of its obligations under, or is in
violation of, or is not in full compliance with, the terms of this Agreement, the Development
Approvals, or the Requirements of Law.
2. Timing of Construction of the Improvements. The Village has the right, but
not the obligation, to refuse to issue a final certificate of occupancy for any building or structure
located on the Property until the Improvements serving such building or structure are completed
by Developer and approved by the Village. The foregoing does not preclude the Village's issuance
of temporary or conditional certificates of occupancy pursuant to the applicable provisions of the
Village Code. The issuance of any building permit or certificate of occupancy by the Village at any
time prior to completion of all of the Improvements by Developer and approval of the
Improvements by the Village will not constitute a waiver of the Village's right to withhold any
building permit or certificate of occupancy and will not confer on Developer any right or entitlement
to any other building permit or certificate of occupancy.
3. Completion of Public Sidewalks, Private Driveways, and Parking Areas. No
conditional certificate of occupancy or final certificate of occupancy associated with any new
Structure to be located on the Property will be issued until the final grading, application of binder
course, and, where applicable, striping of parking space for the roads, driveways, and parking
areas serving the uses within such Structure has been completed.
K. Completion of Construction; Site Restoration. Subject to Uncontrollable
Circumstances and Section 5.E of this Agreement, if Developer fails to diligently pursue all
demolition and construction as required in, or permitted by, this Agreement to completion within
the time period prescribed in the building permit or permits issued by the Village for such
demolition and construction, as the case may be, and if a perfected application to renew the
building permit or permits is not filed within 30 days after the expiration of the permit or permits,
Developer must, within 60 days after notice from the Village: (a) remove any partially constructed
or partially completed Structures or Improvements from the Property; and (b) perform Site
Restoration on that portion of the Property in which Developer has failed to complete all such
demolition and construction, all in accordance with plans approved by the Village.
L. As -Built Plans. After completion of construction of any new Structure or
Improvements, Developer must submit to the Village Director of Public Works and Engineering:
(1) final as -built plans related to drainage, grading, storm sewer, sanitary sewer and water mains,
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and associated structures; and (2) other final construction documents (in paper and, for
Improvements, electronic format) as required and approved by the Village Director of Public
Works and Engineering and the Village Principal Planner. The as -built plans must indicate,
without limitation, the amount, in square feet, of impervious surface area on the Property. A
licensed Professional Engineer (PE) and Professional Land Surveyor (PLS) registered in the
State of Illinois must stamp the as -built site construction plans. The PE and/or PLS must stamp
and sign the final engineering pages of the site construction plans, and the PLS must stamp and
sign the final site survey.
SECTION 6. PAYMENT OF FEES AND CONTRIBUTIONS.
A. Impact Fees. Developer will fully comply with, and cause to be paid prior to the
issuance of any building permits for the Property, the fees stated below in lieu of land contributions
calculated pursuant to the Village's Impact Fee Ordinance for the following districts (collectively,
`Impact Fees'):
1. The Deerfield Park District; ($627,483.50)
2. Deerfield School District 109; ($174,323.33)
3. Deerfield High School District 113; ($70,752.50)
4. Deerfield -Bannockburn Fire Protection District; ($1,738.07)
5. The Village and Deerfield Public Library ($236,956.20)
The Impact Fees are based on a per unit basis and must be paid prior to the issuance of any
building permit for a Residential Building to be constructed on the Property for which the building
permit is to be issued. Developer acknowledges that the payment of development impact fees
imposed by the Impact Fee Ordinance are reasonable, and Developer hereby holds harmless
and releases the Village, and the Deerfield Public Library, the Deerfield Park District, Deerfield
School District 109, Deerfield High School District 113, and the Deerfield -Bannockburn Fire
Protection District (collectively, the "Districts') from any claim or other action Developer may
have against either or both the Village or the Districts as a result of the Impact Fee Ordinance
and the impact fees exacted thereunder for distribution to any District by the Village. Developer
acknowledges and agrees that, if Developer is entitled to any credit toward the Impact Fees as a
result of development impact fees previously paid by third -parties with respect to other proposed
developments of the Property, and if such credit exceeds the Impact Fees otherwise due pursuant
to this Section 6: (a) the Village will have no liability or responsibility whatsoever to pay to
Developer the difference between the credit and the Impact Fees otherwise due; and (b)
Developer must pursue any claim for any such payment with the affected Districts.
B. Other Village Fees. In addition to all other costs, payments, fees, charges,
contributions, or dedications required by this Agreement, Developer must pay to the Village all
application, inspection, engineering review, and permit fees, all water and sewer general and
special connection fees, tap -on fees, charges, and contributions, and all other fees, charges, and
contributions pursuant to the Requirements of Law, including, without limitation, the Village's costs
for retaining a third -party engineer to assist the Village in reviewing Developer's submittals and
inspecting the Proposed Development to ensure that the Proposed Development complies with
this Agreement and all Requirements of Law. Notwithstanding anything to the contrary contained
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herein or pursuant to the Requirements of Law, the Village will waive the infrastructure impact
fees for the Proposed Development.
SECTION 7. PAYMENT OF VILLAGE FEES AND COSTS.
In addition to all other costs, payments, fees, charges, contributions, or dedications
required by this Agreement or by the Requirements of Law, and in addition to all other agreements
between Developer and the Village concerning the Development, Developer must pay to the
Village, contemporaneous with the execution of this Agreement by the Village Manager, or if the
costs are incurred or billed to the Village after execution of this Agreement, then within 30 days
of receipt of an invoice from the Village, all reasonable third -party legal, engineering, and other
consulting or administrative fees, costs, and expenses incurred or accrued in connection with: (1)
the development of the Property, including, without limitation, the preparation, review, and
processing of plans, ordinances, resolutions, and other approvals therefor; (2) the negotiation,
preparation, consideration, and review of this Agreement and all exhibits and associated
documents; and (3) third -party engineering, and other consulting costs incurred by the Village to
inspect and monitor the development of the Property. Developer acknowledges and agrees that
it will continue to be liable for and to pay, promptly after presentation of a written demand or
demands for payment, such third -party fees, costs, and expenses incurred in connection with any
applications, documents, proposals, or requests for interpretations or amendments of this
Agreement, whether formal or informal, of whatever kind, submitted by Developer during the term
of this Agreement in connection with the use and development of the Property. Further, Developer
will be liable for and will pay after demand all fees, costs, and expenses incurred by the Village
for publications and recordings required in connection with the above matters.
SECTION 8. PERFORMANCE SECURITY.
A. General Requirements. As security to the Village for the performance by
Developer of its obligations pursuant to and in accordance with this Agreement, Developer will
provide to the Village performance and payment security ("Guarantee') in the form of one or
more letters of credit ("Letter of Credit") in a total amount equal to 125% of the estimated costs
of completing the Improvements required pursuant to this Agreement, as determined in the sole
and absolute discretion of the Village Director of Public Works and Engineering. The Letter of
Credit must be in form and substance substantially conforming in all material respects with
Exhibit B to this Agreement, redeemable at an office located in the State of Illinois, and
satisfactory to the Village Attorney. Specifically, and without limitation of the foregoing, the Letter
of Credit must allow the Village to draw from the Letter of Credit in the event that Developer does
not fully reimburse the Village for any costs and expenses incurred by the Village for work
performed pursuant to Section 5.J.2 of this Agreement. The Letter of Credit must be provided to
the Village Director of Public Works and Engineering prior to the issuance of any permits for the
Development, and must be maintained at all times until all Improvements have been approved
and, as appropriate, accepted.
B. Use of Guarantee Funds. If Developer fails or refuses to remove any partially
completed buildings, structures, and Improvements, or to perform Site Restoration, as required
pursuant to Section 5X of this Agreement, and such failure or refusal is a Developer Event of
Default, then the Village in its reasonable discretion may draw on and retain all or any of the funds
remaining in the Guarantee as necessary to remedy the failure or refusal. The Village thereafter
will have the right, subject to an additional 30 days' notice and opportunity for cure, to cause such
Improvements to be completed or corrected, and subject to the terms of the immediately
preceding sentence, to reimburse itself from the proceeds of the Letter of Credit for all of its costs
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and expenses, including legal fees and administrative expenses, resulting from or incurred as a
result of Developer's failure or refusal. If the funds remaining in the Letter of Credit are insufficient
to repay fully the Village for all costs and expenses, then Developer must, upon demand of the
Village, deposit with the Village any additional funds as the Village determines are reasonably
necessary, within 30 days after receipt of a request therefor, to fully repay such costs and
expenses.
C. Reductions in Guarantee. Concurrent with the approval or acceptance of
Improvements in the manner provided in Section 4.E of this Agreement, the Guarantee may be
reduced in a proportional amount of the Improvements that have been approved and, as
appropriate, accepted, by the Village.
D. Maintenance Guarantee. Immediately after any approval and, where appropriate,
acceptance, by the Village of the Improvements pursuant to this Agreement, the Developer must
post a new guarantee in the amount of 10 percent of the actual total cost of the Improvements,
provided as all cash, or a combination of cash and a letter of credit (with at least 10% cash), as
security for the Developer's maintenance of those Improvements (each a "Maintenance
Guarantee"). Any letter of credit provided as a Maintenance Guarantee must be in form and
substance substantially conforming in all material respects with Exhibit B to this Agreement,
redeemable at an office located in the State of Illinois, and satisfactory to the Village Attorney.
The Maintenance Guarantee will be held by the Village in escrow until the date that is two years
after the approval and, where appropriate, acceptance by the Village of the Improvement, secured
by the Maintenance Guarantee pursuant to this Agreement. If the Village is required to draw on a
Maintenance Guarantee by reason of the Developer's failure to fulfill its maintenance obligations
under this Section 8.D, then Developer must, within 10 days after receipt of a demand from the
Village, cause the Maintenance Guarantee to be increased to its full original amount.
E. Inapplicability to New Owner. Notwithstanding this Section 8, or any other
provision in this Agreement to the contrary, the Village hereby agrees that if New Owner succeeds
to the interest of Developer under this Agreement, New Owner shall under no circumstances be
obligated to provide, deposit, or post with the Village a replacement Letter of Credit or
Maintenance Guarantee provided that the Developer has posted a Letter of Credit and a
Maintenance Guarantee as required by this Agreement and such Letter of Credit and
Maintenance Guarantee are still in effect and can be called by the Village.
SECTION 9. LIABILITY AND INDEMNITY OF VILLAGE.
A. Village Review. Developer acknowledges and agrees that the Village is not, and
will not be, in any way liable for any damages or injuries that may be sustained as the result of
the Village's review and approval of any plans for the Development or the Improvements, or the
issuance of any approvals, permits, certificates, or acceptances, for the development or use of
the Development or the Improvements, and that the Village's review and approval of any plans
and Improvements, and issuance of any approvals, permits, certificates, or acceptances, does
not, and will not, in any way, be deemed to insure Developer or any of its successors, assigns,
tenants and licensees, or any third party, against damage or injury of any kind at any time.
B. Village Procedure. Developer acknowledges and agrees that all notices,
meetings, and hearings have been properly given and held by the Village with respect to the
approval of this Agreement and of the Development Approvals, and Developer agrees not to
challenge such approvals on the grounds of any procedural infirmity or of any denial of any
procedural right.
4865-4885-7079, v. 7
C. Indemnity. Developer agrees to, and does hereby, hold harmless, indemnify, and,
at the election of the Village defend with counsel of the Village's choice, the Village and all Village
elected or appointed officials, officers, employees, agents, representatives, engineers, and
attorneys, from any and all claims that may be asserted at any time against any of those parties
in connection with: (i) the Village's review and approval of any plans for the Development or the
Improvements; (ii) the issuance of any approval, permit, certificate, or acceptance for the
Development or the Improvements; and (iii) the development, construction, maintenance, or use
of any portion of the Development or the Improvements ("lndemnifed Claims'); provided,
however, that this indemnity does not, and will not, apply to willful misconduct or gross negligence
on the part of the Village.
D. Defense Expense. Developer, only as to its own acts or omissions, must, and
does hereby agree to, pay all expenses, including legal fees and administrative expenses,
incurred by the Village in defending itself with regard to any and all of the Indemnified Claims.
E. Insurance. Developer, and its contractors and subcontractors constructing the
Development, must obtain and maintain the insurance coverages in Exhibit G attached to this
Agreement.
SECTION 10. NATURE,_SURVIVAL, AND TRANSFER OF OBLIGATIONS.
A. Runs with Land. The provisions of this Agreement run with and bind the Property
and inures to the benefit of, is enforceable by, and obligates the Village, Developer, and any of
their respective, grantees, successors, assigns, and transferees, including all successor legal or
beneficial owners of all or any portion of the Property, from the date this Agreement is recorded
and until this Agreement is terminated or expires. If any of the privileges or rights created by this
Agreement would otherwise be unlawful or void for violation of: (i) the rule against perpetuities or
some analogous statutory provision; (ii) the rule restricting restraints on alienation; or (iii) any
other statutory or common law rules imposing time limits, then the affected privilege or right will
continue only until 21 years after the death of the last survivor of the now living lawful descendants
of the current President of the United States, or for any shorter period that may be required to
sustain the validity of the affected privilege or right.
B. Binding Effect. All obligations of Developer under this Agreement are and will be
binding upon the following parties: (1) Developer, unless Developer, its successor, and the Village
execute a Transferee Assumption Agreement in accordance with Section 10.0 of this Agreement;
(2) any and all of Developer's heirs, successors, and assigns; and (3) any and all of the current
and future legal and beneficial owners of all or any portion of the Property.
C. Transferee Assumption Agreement. Developer will remain fully bound by this
Agreement, whether or not Developer owns any interest in the Property, unless Developer and
its transferee execute an enforceable written agreement, in substantially the form of Exhibit C to
this Agreement, agreeing to be bound by the provisions of this Agreement ("Transferee
Assumption Agreement'). The transferee must provide the Village, upon request, with such
reasonable assurance of the financial ability of the transferee to meet those obligations as the
Village may require. The Village agrees that upon a transferee becoming bound to the obligation
created in the manner provided in this Agreement and providing the financial assurances required
pursuant to this Agreement, the liability of Developer will be released to the extent of the
transferee's assumption of the liability. The failure of Developer to provide the Village with a copy
of a Transferee Assumption Agreement fully executed by the transferee and, if requested by the
Village, with the transferee's proposed assurances of financial capability before completing any
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transfer, will: (1) constitute an Event of Default under this Agreement; and (2) result in Developer
remaining fully liable for all of its obligations under this Agreement, but will not relieve the
transferee of its liability for all such obligations as a successor to Developer.
D. Required Provisions for Transfers of Property. In the event Developer intends
to transfer a legal or beneficial interest in any portion of the Property, Developer must:
1. Notify the Village and Lender in writing at least 30 days prior to any date
on which Developer transfers (as that term is defined below) a legal or beneficial interest in any
portion of the Property to a third party, with the exception of leases to residential tenants of the
Development; and
2. Incorporate this Agreement by reference into any and all real estate sales
contracts for transfers, as that term is defined below, entered into for the sale of all or any portion
of the Property.
For purposes of this Agreement, the term "transfer" includes, without limitation, any assignment,
sale, transfer to a receiver or to a trustee in bankruptcy, transfer in trust, or other disposition of
the Property, or any beneficial interest in the Property, in whole or in part, by voluntary or
involuntary sale, merger, sale and leaseback, consolidation, or otherwise, other than pursuant to
a foreclosure or deed in lieu of foreclosure.
E. Developer's Lenders.
1. This Agreement is not binding on mortgagees, other secured parties of the
Property or Developer's mezzanine lender, Nationwide Mutual Insurance Company ("Mezz
Lender'J, whose interest is secured by the membership interests in Developer ("Mezz Lender'l
(the Mezz Lender and Lender are collectively, "Project Lenders" unless and until a Project
Lender assumes title to the Property, in whole or in part, or the membership interests in Developer,
as applicable.)
2. The requirements set forth in Section 10.0 of this Agreement, concerning
Transferee Assumption Agreements, do not apply to a Lender that assumes title via a foreclosure
or a deed in lieu of foreclosure, in the case of the first lien loan, or assumes ownership of the
Developer via a UCC foreclosure or a strict foreclosure, in the case of a Mezz Lender.
3. Developer may not grant a mortgage or other secured interest in the
Property or the Development to any person except upon the execution by the mortgagee or
secured party of a "Consent and Subordination" Agreement, in substantially the form attached to
this Agreement as Exhibit 1. For clarification purposes the foregoing doesn't apply to mezzanine
loans not secured by a lien on the Property.
SECTION 11. TERM.
The term of this Agreement commences on the Effective Date and, unless terminated
sooner pursuant to the provisions of this Agreement, expires on the last to occur of: (i) the date
that all final certificates of occupancy are issued by the Village for all Structures to be constructed
as part of the Final Development Plan; (ii) all Improvements are approved by the Village; (iii) the
Public Improvements, as required by this Agreement and the Subdivision Code, are accepted by
the Village; and (iv) all payments owed to the Village under the Agreement are paid (collectively,
"Expiration Conditions'). Upon satisfying all of the Expiration Conditions, the Village agrees,
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4865-4885-7079, v. 7
upon written request of Developer, to execute appropriate and recordable evidence of the
expiration and termination of this Agreement. Notwithstanding anything to the contrary in this
Section 11, Developer's indemnity and defense obligations as set forth in Section 9 of this
Agreement, and all maintenance and guarantee periods established pursuant to this Agreement,
will survive the termination of this Agreement. The Agreement shall automatically terminate on
January 20, 2026 in the event that (i) no construction on the Property has commenced; (ii)
Developer has not acquired fee simple title to the Property; and (iii) the PUD Ordinance has been
revoked and is no longer in force and effect.
SECTION 12. EVENTS OF DEFAULT.
A. Developer Events of Default. The following are Developer Events of Default
(subject to the cure periods set forth below and in Section 12.C.2 to 12.C.6 of this Agreement):
1. If any representation made by Developer in this Agreement, or in any
certificate, notice, demand or request made by Developer in writing and delivered to the Village
pursuant to or in connection with this Agreement, proves to be untrue or incorrect in any material
respect as of the date made.
2. Subject to cure as set forth in Section 12.0 of this Agreement, failure by
Developer in the performance or breach of any covenant contained in this Agreement concerning
the existence, structure or financial condition of Developer.
3. Subject to cure as set forth in Section 12.0 of this Agreement, failure by
Developer in the performance or breach of any covenant, warranty or obligation contained in this
Agreement.
4. Subject to cure as set forth in Section 12.0 of this Agreement, construction
by Developer of any Structure or Improvement that is not authorized by this Agreement or
otherwise in a manner not permitted by law.
5. Subject to cure as set forth in Section 12.0 of this Agreement, failure by
Developer to commence construction of the Development.
6. Subject to Uncontrollable Circumstances and to cure as set forth in Section
12.0 of this Agreement, failure by Developer to complete construction or installation of any
Structure or Improvement on the Property or in connection with the Development.
7. Subject to cure as set forth in Section 12.0 of this Agreement, Developer
causes any damage to real or public property that is not owner by Developer.
8. Subject to cure as set forth in Section 12.0 of this Agreement, Developer
is not, or ceases to be, a legal entity qualified to do business in the State of Illinois.
9. Developer permits, or does not take reasonable steps to prevent, criminal
activity on the Property.
10. The entry of a decree or order for relief by a court having jurisdiction in the
premises in respect of Developer in an involuntary case under the federal bankruptcy laws, as
now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or
other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
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48654885-7079, v. 7
(or similar official) of Developer for any substantial part of its property, or ordering the winding -up
or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days.
11. The commencement by Developer of a voluntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state
bankruptcy, insolvency or other similar law, or the consent by Developer to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar
official) of Developer or of any substantial part of the Property, or the making by any such entity
of any assignment for the benefit of creditors or the failure of Developer generally to pay such
entity's debts as such debts become due or the taking of action by Developer in furtherance of
any of the foregoing, or a petition is filed in bankruptcy by others.
12. Subject to cure as set forth in Section 12.0 of this Agreement, change in
the organizational status (e.g. a change from a limited liability company to a corporation) of
Developer except in accordance with the Transferee Assumption provisions in Section 10 of this
Agreement.
13. Developer abandons the development of the Property. Abandonment will
be deemed to have occurred when work stops on the development of the Property for more than
30 days for any reason other than Uncontrollable Circumstances, unless otherwise permitted by
this Agreement. The failure of Developer to secure any approvals required for the development
or construction of the Property will not be a valid defense to abandonment.
14. Subject to cure as set forth in Section 12.0 of this Agreement, Developer
otherwise fails to comply with the Requirements of Law in connection with the Development or
the Property.
B. Village Events of Default. The following are Village Events of Default under this
Agreement:
1. If any material representation made by the Village in this Agreement, or in
any certificate, notice, demand or request made by the Village in writing and delivered to
Developer pursuant to or in connection with any of said documents, proves to be untrue or
incorrect in any material respect as of the date made.
2. Subject to Uncontrollable Circumstances, default by the Village for a period
of 30 days after written notice thereof from Developer in the performance or breach of any
covenant contained in this Agreement; provided, however, that such default will not constitute an
Event of 'Default if such default cannot be cured within said 30 days and the Village, within said
30 days, initiates and diligently pursues appropriate measures to remedy the default and in any
event cures such default within 90 days after such notice.
C. Cure Period.
1. For all Events of Default identified in Section 12.A for which Developer has
the right to cure, Developer must cure the Event of Default within 15 days after receipt of notice
thereof, or, if the Event of Default cannot be cured within 15 days, Developer must initiate and
diligently pursue appropriate measures to remedy the default within 15 days, and in any event
must cure the default within 60 days after receipt of the notice.
4865-4885-7079, v. 7
2. In the event that Developer obtains the Loan from Lender and notice of the
Loan is provided to the Village, the Village hereby agrees to deliver to Lender copies of any Event
of Default notice delivered from the Village to Developer (and/or any affiliate of Developer)
simultaneously with transmittal of the same to Developer and/or any of affiliate of Developer. In
the event that Developer obtains a mezzanine loan from Mezz Lender and notice of the loan is
provided to the Village, the Village hereby agrees to deliver to Mezz Lender copies of any Event
of Default notice delivered from the Village to Developer (and/or any affiliate of Developer)
simultaneously with transmittal of the same to Developer and/or any of affiliate of Developer.
3. Mezz Lender may, but will not be obligated to, cure any monetary default
by Developer within 15 days after Mezz Lender's receipt of the Village's Event of Default notice.
If Mezz Lender fails to timely cure such monetary default, the Village shall provide Lender with
written notice of Mezz Lender's failure to cure such monetary default ("Mezz Monetary Failure
Notice") and Lender shall have 15 days after Lender's receipt of the Mezz Monetary Failure
Notice to cure the monetary default (provided that Lender will not be obligated to cure any such
monetary default). However, if the Mezz Lender has no outstanding loan to Developer (due to
pay-off in full of the mezzanine loan, exercise of remedies by Mezz Lender, or otherwise), Lender
may, but will not be obligated, to cure any monetary default by Developer within 30 days after
Lender's receipt of the Village's Event of Default notice.
4. Mezz Lender may, but will not be obligated to, cure any non -monetary
default by Developer within 30 days after expiration of Developer's 60-day cure period set forth in
Section 12.C.1 above; provided, however, that if such non -monetary default cannot reasonably
be cured within such 30-day period, the same shall be deemed to have been timely cured if Mezz
Lender commences reasonably appropriate curative action within such 30-day period and
diligently prosecutes same to completion thereafter.
If such non -monetary default cannot reasonably be cured by Mezz Lender prior to Mezz
Lender completing its UCC foreclosure and taking control of Developer, such 30-day cure period
shall not commence until Mezz Lender takes control of Developer, provided that all payments are
made and all other defaults which reasonably can be cured by Mezz Lender without Mezz Lender
obtaining control of Developer are so cured, and further provided that Mezz Lender commences
its UCC foreclosure proceedings within 10 days after receipt of notice from the Village notifying
them that Developer failed to cure the non -monetary default. Furthermore, in the event Mezz
Lender fails to timely cure such non -monetary default, the Village shall provide Lender with written
notice that Mezz Lender failed to cure such non -monetary default ("Mezz Non -Monetary
Notice') and Lender shall have 60 days after Lender's receipt of the Mezz Non -Monetary Notice
to cure the non -monetary default (provided that Lender will not be obligated to cure any such non -
monetary default); provided, however, that if such non -monetary default cannot reasonably be
cured within such 60-day period, the same shall be deemed to have been timely cured if Lender
commences reasonably appropriate curative action within such 60-day period and diligently
prosecutes same to completion thereafter; provided, further, however, if such non -monetary
default cannot reasonably be cured by Lender prior to New Owner taking possession of the
Property via foreclosure or deed -in -lieu of foreclosure or otherwise, such 60-day cure period shall
not commence until New Owner takes possession of the Property, provided that all payments are
made and all other failures, defaults or Developer Events of Default which reasonably can be
cured by Lender without Lender obtaining possession of the Property are so cured, and further
provided that Lender commences foreclosure proceedings within 60 days after Lender's receipt
of the Mezz Non -Monetary Notice.
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However, if the Mezz Lender has no outstanding loan to Developer (due to pay-off in full
of the mezzanine loan, exercise of remedies by Mezz Lender, or otherwise), Lender may, but will
not be obligated to, cure any non -monetary default by Developer within 60 days after expiration
of Developer's 60-day cure period set forth in Section 12.C.1 above, subject to extension as set
forth above in this clause (4), provided that all payments are made and all other failures, defaults
or Developer Events of Default which reasonably can be cured by Lender without Lender
obtaining possession of the Property are so cured, and further provided that Lender commences
foreclosure proceedings within 60 days after Lender's receipt of the Village's notice of default by
Developer and diligently prosecutes the same thereafter.
5. Upon Mezz Lender taking control of the Developer or Lender taking
possession of the Property, as applicable, if Mezz Lender or Lender can cure the Developer Event
of Default, Mezz Lender or Lender, as applicable, shall commence reasonably appropriate
curative action and diligently prosecute same to completion thereafter, and in any event must cure
such Developer Event of Default within 12 months from Mezz Lender taking control of Developer
or Lender taking possession of the Property, as applicable. For clarification purposes, Mezz
Lender's failure to cure the Developer Event of Default shall not have any effect on Lender's right
to cure any such Developer Event of Default pursuant to this Section 12.C.
6. Prior to the expiration of any of the cure periods set forth in this Section
12.C, and provided that Mezz Lender or Lender, as applicable, is fulfilling its obligations to
commence curative action, initiate foreclosure proceedings, and diligently prosecute same as set
forth herein (for clarification purposes, Lender shall not be obligated to commence any such
actions or proceedings until Mezz Lender's cure periods for a Developer Event of Default under
this Agreement have expired), Village may not enforce the remedies set forth in this Agreement.
Furthermore, upon Mezz Lender taking control of the Developer or New Owner taking possession
of the Property, as applicable, any Developer Event of Default that is not susceptible to or capable
of being cured by Mezz Lender or New Owner, as applicable, due to the fact that such Developer
Event of Default is personal in nature to Developer shall no longer be subject to or the basis for
enforcement by the Village of any remedies under this Agreement against Mezz Lender or New
Owner, as applicable, or the Property.
7. Nothing in this Section 12.0 shall prevent Village from enforcing its rights
under the Completion Guaranty.
SECTION 13. REMEDIES AND ENFORCEMENT.
A. Remedies. In the case of an Event of Default, and subject to Section 5.E of this
Agreement:
1. Legal Procedures. Except as otherwise provided in this Agreement, the
non -defaulting Party may institute such proceedings in law or in equity, or any other proceeding,
as may be necessary or desirable at its option to cure or remedy the Event of Default, including,
without limitation, proceedings to compel specific performance of the defaulting Party's obligations
under this Agreement.
2. Removal and Restoration by Village. In the event Developer fails or refuses
to remove any partially completed buildings, structures, and Improvements, or to perform Site
Restoration, as required pursuant to Section 5.K of this Agreement or otherwise upon demand of
the Village after the occurrence of a Developer Event of Default, the Village will have, and is
hereby granted the right, at its option, to enter the Property and: (a) demolish and/or remove any
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4865-4885-7079, v. 7
of the partially completed Structures and Improvements from any and all portions of the Property;
(b) perform Site Restoration; and/or (c) cause the Structures or Improvements that have been
commenced to be completed in accordance with the plans submitted. Developer must fully
reimburse the Village for all costs and expenses, including legal and administrative costs, incurred
by the Village for such work. If Developer does not so fully reimburse the Village, the Village will
have the right to draw from the Guarantee and the Maintenance Guarantee, as described in and
provided pursuant to Section 8 of this Agreement, an amount of money sufficient to defray the
entire cost of the work, including legal fees and administrative expenses. If Developer does not
so fully reimburse the Village, and the Guarantee and Maintenance Guarantee have no funds
remaining in them or are otherwise unavailable to finance such work, then the Village will have
the right to place a lien on the Property for all such costs and expenses in the manner provided
by law. The rights and remedies provided in this Section 13.A.2 are in addition to, and not in
limitation of, any other rights and remedies otherwise available to the Village in this Agreement,
at law, and/or in equity.
3. Repeal of Development Approvals. The Village will have the absolute right
to repeal the Development Approvals if a Developer Event of Default occurs under this
Agreement, without protest or objection by Developer; provided that the Village will not seek to
repeal the Development Approvals during the Tolling Period provided that New Owner is
satisfying all of its obligations under this Agreement.
B. Limitation. Notwithstanding anything to the contrary contained in this Agreement,
Developer may not seek, and does not have the right to seek, to recover a judgment for monetary
damages against the Village or any elected or appointed officials, officers, employees, agents,
representatives, engineers, or attorneys of the Village, on account of the negotiation, execution,
performance, or breach of, or default under, this Agreement. The Parties acknowledge and agree
that, except as expressly provided in this Agreement, the covenants and agreements set forth in
this Agreement are those of the Parties, and are not the individual covenant or guarantee of any
natural person.
C. Prevailing Party. In the event of a judicial proceeding brought by one Party
against the other Party on account of the negotiation, execution, performance, or breach of, or
default under, this Agreement, the prevailing Party in the judicial proceeding will be entitled to
reimbursement from the unsuccessful Party of all costs and expenses, including reasonable
attorneys' fees, incurred in connection with the judicial proceeding.
SECTION 14. REPRESENTATIONS AND WARRANTIES.
A. By the Village. The Village represents and warrants, as of the date of execution
by the Village of this Agreement, that:
1. The Village is a home rule municipal corporation duly organized and
validly existing under the laws of the State of Illinois and has the corporate authority to enter into
this Agreement;
2. The execution and performance of this Agreement by the Village: (i) have
been duly authorized by all necessary corporate action on the part of the Village; and (ii) do not,
for any reason, result in any breach of any agreement or other instrument to which the Village
is subject;
4865-4885-7079, v. 7
3. The execution of this Agreement by the Village requires no other consents,
approvals, or authorizations on the part of the Village; and
4. To the best of the knowledge of the person executing this Agreement on
behalf of the Village there are no actions or proceedings by or before any court, governmental
commission, board, bureau, or any other administrative agency pending, threatened, or affecting
the Village or the Property in any court or before any governmental authority that involve the
possibility of materially or adversely affecting the ability of the Village to perform its obligations under
this Agreement.
B. By Developer. Developer represents and warrants, as of the date of execution
by Developer of this Agreement, that:
1. Developer is an Illinois limited liability company, duly organized, validly
existing, and qualified to do business in Illinois;
2. Developer has the authority to execute and perform this Agreement, but
may not modify or amend this Agreement without the consent of Lender, and Developer is in
compliance with all Requirements of Law, the failure to comply with which could affect the
ability of Developer to perform its obligations under this Agreement;
3. The execution and performance by Developer of this Agreement has been
duly authorized by all necessary corporate action, and does not violate its organizational
documents, any of the applicable Requirements of Law, or constitute a breach of or default under,
or require any consent under, any agreement, or instrument to which Developer is now a party or
by which Developer is now bound including any mortgages, secured loans, or instruments granting
another party a superior interest in the Property or the Development;
4. Developer has complied with Section 12.C.2 of this Agreement with
respect to all mortgagees and second parties existing as of the Effective Date;
5. To the best of its knowledge, the applications, plans, materials, and other
submissions Developer has provided to the Village: (i) accurately and truthfully represent
Developer's capabilities, resources, and intentions for the construction of the Development on
the Property; (ii) have induced the Village to enter into this Agreement; and (iii) any material
misrepresentation contained in Developer's submissions will constitute an incurable Event of
Default pursuant to Section 12 of this Agreement.
6. There are no actions or proceedings by or before any court,
governmental commission, board, bureau, or any other administrative agency pending, threatened,
or affecting Developer or the Property that involve the possibility of materially or adversely affecting
the ability of the Village to perform its obligations under this Agreement;
7. Developer has sufficient financial and economic resources to implement
and complete its obligations under this Agreement;
8. Developer has no knowledge of any liabilities, contingent or otherwise, of
Developer which might have a material adverse effect upon its ability to perform its obligations
under this Agreement.
SECTION 15. GENERAL PROVISIONS.
4865-4885-7079, v. 7
A. Notice. Any notice required to be given under this Agreement must be in writing
and must be delivered (i) personally, (ii) by a reputable overnight courier, (iii) by certified mail,
return receipt requested, and deposited in the U.S. Mail, postage prepaid, or (iv) by email. Unless
otherwise expressly provided in this Agreement, notices will be deemed received upon the earlier
of: (a) actual receipt; (b) one business day after deposit with an overnight courier as evidenced
by a receipt of deposit; or (c) three business days following deposit in the U.S. mail, as evidenced
by a return receipt. Email notices will be deemed received by the addressee upon explicit or
implicit acknowledgment of receipt by the addressee. By notice complying with the requirements
of this Section, each Party will have the right to change its address or its addressee, or both, for
all future notices to the other Party, but no notice of a change of addressee or address will be
effective until actually received.
Notices to the Village will be addressed to, and delivered at, the following address:
Village of Deerfield
850 Waukegan Road
Deerfield, Illinois 60015
Attention: Village Manager
E-mail: kstreet _deer ileld.il.us
With a copy to:
Elrod Friedman LLP
325 N. LaSalle Street, Suite 450
Chicago, Illinois 60654
Attention: Benjamin Schuster
E-mail: beniamin.schuster elrodfriedman.com
Notices to Developer will be addressed to, and delivered at, the following address:
Attention: Legal Department
E-mail:
With a copy to:
Quadrangle Parkway Five LLC
c/o Quadrangle Development Company
Attention:
E-mail:
And:
Quadrangle Parkway Eight LLC
c/o Quadrangle Development Company
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4865-4885-7079, v. 7
Attention:
E-mail:
And:
Parkway North Owners Association
Attention:
E-mail:
Notices to Lender will be addressed to, and delivered at, the following address:
Prior to July 1, 2025:
Bank OZK
8300 Douglas Avenue
Suite 900
Dallas, Texas 75225 Attention:
Cliffton Hill
On or after July 1, 2025:
Bank OZK
2323 Cedar Springs Road Suite
1800
Dallas, Texas 75201 Attn:
Cliffton Hill
With a copy to:
Bank OZK
6th and Commercial
P.O. Box 196
Ozark, Arkansas 72949 Attention:
Regina Barker
Notices to Mezz Lender will be addressed to, and delivered at, the following address:
Nationwide Mutual Insurance Company
One Nationwide Plaza
Columbus, OH 43215
MAILCODE: 1-05-701
Attn: Real Estate Investments
Brian Schauss
Telephone: 614.249.7105
Email: schausb(ftnationwide.com
With a copy to:
Nationwide Mutual Insurance Company
One Nationwide Plaza
Columbus, OH 43215
MAI LCODE: 01-05-701
Attn: Simon A. Reeve
Telephone: 614.249.3928
Email: reeves _nationwide.com
B. Time of the Essence. Time is of the essence in the performance of this
Agreement.
C. Rights Cumulative. Unless otherwise provided in this Agreement, all rights,
30
4865-4885-7079, v. 7
remedies, and benefits provided by this Agreement are cumulative and are not exclusive of any
other rights, remedies, and benefits allowed by law.
D. Non -Waiver. No waiver of any provision of this Agreement, and no delay in
exercising or failure to exercise any right or authority set forth in this Agreement, will be deemed
to or constitute a waiver of any other provision of this Agreement (whether or not similar) nor will
any waiver be deemed to or constitute a continuing waiver unless otherwise expressly provided
in this Agreement.
E. Consents. Unless otherwise provided in this Agreement, all required permissions,
authorizations, approvals, acknowledgments, or similar indications of assent of any Party must
be in writing.
F. Governing Laws. This Agreement will be interpreted according to the internal
laws, but not the conflict of laws rules, of the State of Illinois.
G. Venue. Exclusive jurisdiction with regard to the any actions or proceedings arising
from, relating to, or in connection with this Agreement will be in the Illinois circuit court for Lake
County, Illinois, or, where applicable, in the federal court for the Northern District of Illinois.
H. Severability. If any provision of this Agreement is held by a court of competent
jurisdiction to be invalid, void, or unenforceable, the Village will have the right, in its sole and
absolute discretion, to determine if (i) the remainder of the provisions of this Agreement will remain
in full force and effect and will in no way be affected, impaired, or invalidated; or (ii) the entire
Agreement is invalid, void, and unenforceable.
I. Entire Agreement. This Agreement and the Development Approvals constitute
the entire agreement between the Parties, and supersede any and all previous or
contemporaneous oral or written agreements and negotiations between the Parties, with respect
to the Development.
J. Interpretation. This Agreement will be construed without regard to the identity of
the Party who drafted the various provisions of this Agreement. Every provision of this Agreement
will be construed as though all Parties to this Agreement participated equally in the drafting of this
Agreement. Any rule or construction that a document is to be construed against the drafting Party
will not be applicable to this Agreement.
K. Exhibits. Exhibits A through J attached to this Agreement are incorporated in and
made a part of this Agreement.
L. Amendments and Modifications. No amendment to this Agreement will be
effective unless and until the amendment is in writing, properly approved in accordance with
applicable procedures, and executed by the Village and Developer. For purposes of clarification,
upon Developer's acquisition of fee simple title to the Property, Quadrangle shall no longer be a
required party to amend or otherwise modify the Agreement. Upon receiving a request from
Developer to amend this Agreement, the Village will promptly provide notice to the Lender.
M. Third Party Beneficiary. The provisions of this Agreement are and will be for the
benefit of Developer and Village only and are not for the benefit of any third party, and,
accordingly, no third party will have the right to enforce the provisions of this Agreement. The
Village will not be liable to any vendor or other third party for any agreements made by Developer,
IM
4865-4885-7079, v. 7
purportedly on behalf of the Village, without the knowledge and approval of the Corporate
Authorities.
N. Joint and Several Liability. Parkway 1 and Parkway 2 agree that they are joint
and severally liable for all payments, obligations, and liabilities of Developer under this
Agreement.
O. Recording. The Village is authorized to record this Agreement against the
Property, at the sole cost and expense of Developer, with the Recording Division of the Lake
County Clerk, promptly following the full execution of this Agreement by the Parties.
P. Counterpart Execution. This Agreement may be executed in counterparts, each
of which is deemed to be an original but all of which will constitute one and the same instrument.
Q. Village Actions, Consents, and Approvals. Unless otherwise provided in this
Agreement, any action, consent, or approval needed to be taken or given under this Agreement
by the Village may only be performed by the Village Manager or their designee, to the extent
provided for by law.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK — SIGNATURE PAGE FOLLOWS]
32
4865-4885-7079, v. 7
IN WITNESS WHEREOF, the Parties have hereunto set their hands on the date first above
written.
ATTEST:
Village CleVk
ATTEST:
By:
Its:
ATTEST:
By:
Its:
ATTEST:
Its:
ATTEST:
Its:
VILLAGE OF DEERFIELD, an Illinois home
rule munici al corporation
By.
Daniel C. Shapiro
Its: Mayor
Date:
PARKWAY TIC 1 LLC, a Delaware limited
liability company
By: j li �tl
Its:t�r6,G•el� Ei°rtedd F,t✓r.�;ly�
Date: ,,, /g, Z S
PARKWAY TIC 2 LLC, a Delaware limited
liability X - 4company
By: //
Its: Aur ,*& ecd 16AXO&W1W , 7,ef
Date: 1- e' / r 2-r
QUADRANGLE PARKWAY FIVE LLC, an
Illinois limited liability company
By: Quadrangle Developmen o pany, its
5M9ager
By:
Its:
Date: 201
QUADRANGLE PARKWAY EIGHT LLC, an
Illinois limited liability company
By: Quadrangle Developme mpany, its
man e
By:
Its:`
4865-4885-7079, v. 7
W
ACKNOWLEDGMENTS
STATE OF ILLINOIS )
) SS.
COUNTY OF LAKE )
This instrument was acknowledged before me on f<a 11 , 202-.5, by
VAEv%eL S , i , the Mayor of the Village of U , an Illinois municipal
corporation, and by U4vf S. S� , the Village Clerk of said municipal corporation.
Given under my hand and official seal this fh —LCIday of 20_.
Not Public
My Commission expires: ffivgmkr Is
OFFICK SEAL
SEAL nimmommucHTERMM
me" pwft State of 11110018
C8111100111*0 No,1 3
My Commission Expires November 25. 2028
STATE OF Okiaois)
) SS.
COUNTY OF )
This instrument was acknowledged before me on Z i , 20 2,5 , by
(ithe )tb2fa EiOgd five_ of Parkway TIC 1 LLC, a Delaware limited liability
company, and .ScSSica Sctort�
Given under my hand and official seal this A day of 20
rang
Ki I N— , Eli AM"Ve,
I Public
My Commission expires: E Oygww ZS' . 1A
SEAL
OFFICIAL SEAL
LICT AID
NOM Public, State of I inois
Co n No. 1000493
My Commis Expires November 25, 2028
34
4865-4885-7079, v. 7
STATE OF 1 )
) SS.
COUNTY OF )
This instrument was acknowledged before me on F6XsAILs 11 , 20 , by
A datp'Alk ,the MOWA jqffA%0Parkway TIC 2 LLC, a Delaware limited liability company,
and .1e5K►cPe Se�Ker
Given under my hand and official seal this Iq day of ate_, 20_
i
• _Public —
My Commission expires: o ).
SEAL OFFICIAL SEAL
ANDNEWSHM LICHTERMAN
Notaq Pubk. State of Illinois
Corninisdon No.1000493
FMymmission Expires November 25, 2028
STATE OF / L)
SS.
COUNTY OF )
is instrument was acknowledged before me on w ZO, 20_, by
7l _, Te _ I of Quadrangle Parkway Five LLC, an Illinois limited liability
company, manager of , a
Given under my hand and official seal this days of p , 20_.
a
Notary Public
My Commission expires: l61)
SEAL }
"OFFICIAL SEAL
CATfat_EEN M. CARRELL
Notary t= ubiic, State of illinois
My Commission Expires: 10-26-2025
3
4865-4885-7079, v. 7
STATE OF / L )
) SS.
COUNTY OF Cook)
® his instrument was acknowledged before me on 0 , 20 , by
Lo't
mpane of Quadrangle Parkway Eight LLC, an Illinois limited liability
coy, manager of , a
r
Given under my hand and official seal this day of t' Ljry , 202-5
Notary Public
My Commission expires: "2
SEAL
"OFFICIAL SEAL"
CATHLEEN M. CARRELL
Notary Public, Stag of Illinois
My Commission Expires: 10-26-2025
36
4865-4885-7079, v. 7
LENDER'S CONSENT AND SUBORDINATION
BANK OZK (and its successors and assigns, "Mortgagee"), is the holder of a certain
note made by PARKWAY TIC LLC and PARKWAY TIC 2 LLC, each a Delaware limited liability
company (individually and collectively, jointly and severally, "Borrower"), and secured by the
following documents, each from Borrower and recorded with the Lake County Recorder of Deeds
as indicated (collectively, the "Mortgage"):
Construction Mortgage, Security Agreement and Fixture Financing Statement
dated as of February -- 2025 by -Borrower for the benefit of Mortgagee,
recorded on February _, 2025, as Document No. ; and
Assignment of Rents and Revenues dated as of February _, 2025, by Borrower,
as assignor, to Mortgagee, as assignee, recorded on February _, 2025, as
Document No.
Mortgagee hereby consents to the execution and recording of the above and foregoing
Development Agreement (the "Agreement'), and hereby subjects and subordinates the
Mortgage to the provisions of the Agreement.
[Signature page follows]
LENDER'S CONSENT AND SUBORDINATION — Solo Page
IN WITNESS WHEREOF, Mortgagee has caused this Lender's Consent and
Subordination to be signed by its duly authorized officer on its behalf on this , day of
February, 2025.
MORTGAGEE:
BANK OZK
By:
Nameretfifflon Hill
- Title: Executive Managing Director —
Asset Management
STATE OF TEXAS §
COUNTY OF DALLAS §
I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO
HEREBY CERTIFY that Cliffton Hill, as Executive Managing Director — Asset Management on
behalf of BANK OZK, personally known to me to be the same person whose name is subscribed
to the foregoing instrument, appeared before me this day in person and acknowledged that they
signed and delivered said instrument as their free and voluntary act and as the free and voluntary
act of said BANK OZK, for the uses and purposes therein set forth.
tk
Given under my hand and official seal, this A ' day of February, 2025.
cI I P,-,- C 7-3k I A Lrw
IN (!!r Pu lic 7 6i
(SEAL)
JULIE STERLING
* Notary Public, State of Texas
Notary ID#:132249770
ar My Commission Expires 11-12-2027
LENDER'S CONSENT AND SUBORDINATION — Signature Page
INDEX OF EXHIBITS
Exhibit A - Legal Description of the Property
Exhibit B — Form of Letter of Credit
Exhibit C — Transferee Assumption Agreement
Exhibit D - Workforce and Affordable Housing Restrictive Covenant
Exhibit E- Affordable Housing Compliance Plan
Exhibit F - Landscape Plan
Exhibit G — Minimum Insurance Requirements
Exhibit H — Pathway Agreement
Exhibit I — Lender's Consent and Subordination Agreement
Exhibit J — Completion Guaranty
4865-4885-7079, v. 7
LEGAL DESCRIPTION OF THE PROPERTY
LOT 1 IN PARKWAY NORTH CENTER RESUBDIVISION NO. 2 BEING A RESUBDIVISION
OF PART OF THE NORTHWEST % OF SECTION 31, TOWNSHIP 43 NORTH, RANGE 12
EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH LOT 4, OUTLOT B AND
PART OF OUTLOT A OF PARKWAY NORTH CENTER, ACCORDING TO THE PLAT
THEREOF RECORDED MARCH 23, 1998 AS DOCUMENT 4105647, IN LAKE COUNTY,
ILLINOIS.
TOGETHER WITH
LOT 3 IN PARKWAY NORTH CENTER RESUBDIVISION NO. 4 BEING A RESUBDIVISION
OF LOT 3 IN PARKWAY NORTH CENTER RESUBDIVISION NO. 2 BEING A
RESUBDIVISION OF PART OF THE NORTHWEST % OF SECTION 31, TOWNSHIP 43
NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH LOT 4,
OUTLOT B AN PART OF OUTLOT A OF PARKWAY NORTH CENTER ACCORDING TO THE
PLAT OF SAID RESUBDIVISION RECORDED APRIL 25, 2013 AS DOCUMENT 6985836, IN
LAKE COUNTY, ILLINOIS.
PINs: 16-31-101-037 and 16-31-101-049
Commonly Known as: 5 and 8 Parkway North Boulevard, Deerfield, Illinois
A-1
4865-4885-7079, v. 7
FORM LETTER OF CREDIT
IRREVOCABLE LETTER OF CREDIT NO. AMOUNT:
EXPIRATION DATE:
[Name of Bank]
[Address]
TO: Village
[Address]
Attention: [INSERT CONTACT]
DATE OF ISSUE:
WE HEREBY AUTHORIZE YOU TO DRAW AT SIGHT on this Irrevocable Standby Letter of
Credit No. UP TO AN AGGREGATE AMOUNT OF
United States Dollars ($ ) for account
of Parkway TIC 1 LLC (the "Customer").
Drafts under this Letter of Credit shall bear upon their face the words:
"Drawn under
Credit No.
Dated:
Drafts may be for all or any portion of the amount of this Letter of Credit, and shall be in the form
attached as Exhibit "A" and shall be accompanied by one of the following documents executed
by the Village Manager or an individual designated as acting Village Manager:
(a) A written statement on the form attached as Exhibit "B" stating that, conditioned upon
proper notice to the Village Manager, Letter of Credit No. will expire within
35 days or less and that the Customer has failed to deliver to the Village Manager evidence
of a renewal of Letter of Credit No. ; or
(b) A written statement on the form attached as Exhibit "C" stating that all or any part of the
improvements required to be constructed pursuant to the Subdivision and Development
Agreement dated , 20_ by and between the Village and
Developer (the "Agreement') have not been constructed in accordance with the
Agreement; or
(c) A written statement on the form attached as Exhibit "D" stating that all or any part of the
costs, payments, permit fees or other fees required to be paid to the Village pursuant to
the Agreement have not been paid in accordance with the Agreement; or
(d) A written statement on the form attached as Exhibit "E" stating that all or any portion of
the maintenance, repair, or restoration required to be performed pursuant to the
Agreement has not been performed in accordance with the Agreement; or
4865-4885-7079, v. 7 1-1
(e) A written statement on the form attached as Exhibit "F" stating that all or any portion of the
Customer's undertakings pursuant to the Agreement have not been performed in
accordance with the Agreement.
WE HEREBY AGREE with the beneficiary that:
Drafts drawn under and in compliance with this Letter of Credit shall be duly honored
immediately upon presentation to us if presented on or before the above -stated Expiration
Date or presented at our office together with the original of this Letter of Credit on or before
that date. Further, one or more drafts may be presented at our office on or before the
Expiration Date.
2. If, within three banking days after any draft drawn under this Letter of Credit is presented
to us in conformance with the terms of this Letter of Credit, we fail to honor same, we
agree to pay all attorneys' fees, court costs and other expenses incurred by the Village in
enforcing the terms hereof.
3. This Letter of Credit shall expire on , 20 , as stated
hereinabove; provided, however, that we shall send notice to the Village Manager by
certified mail, return receipt requested, or hand -delivered courier at least 35 days prior to
said Expiration Date, that this Letter of Credit is about to expire.
4. In no event shall this Letter of Credit or the obligations contained herein expire except
upon the prior written notice required herein, it being expressly agreed that the above
expiration date shall be extended as shall be required to comply with the prior written
notice required herein.
5. No consent, acknowledgment, or approval of any kind from the Customer shall be
necessary or required prior to honoring any draft presented in conformance with the terms
of this Letter of Credit.
6. The aggregate amount of this Letter of Credit may be reduced only upon receipt by us of
a document executed by the Village Manager stating that such aggregate amount shall be
reduced in an amount permitted by the Village's subdivision regulations because of the
satisfactory completion of all or part of the improvements required to be constructed
pursuant to the Agreement dated , 20 by and among the
Village, Parkway TIC 1 LLC, and Parkway TIC 2 LLC.
7. This Letter of Credit is irrevocable.
This Letter of Credit shall be governed by and construed in accordance with the Uniform Customs
and Practices for ISP 98 of the International Chamber of Commerce (the "Uniform Customs").
In the event of a conflict between this Letter of Credit and the Uniform Customs, this Letter of
Credit shall control. This Letter of Credit shall be deemed to be a contract made under the laws
of the State of Illinois, including, without limitation, Article 5 of the Uniform Commercial Code as
in effect in the State of Illinois, and shall, as to matters not governed by the Uniform Customs, be
governed by and construed in accordance with the laws of the State of Illinois, without regard to
principles of conflicts of law.
AS USED HEREIN, THE TERM "BANKING DAY" MEANS ANY DAY OTHER THAN A
SATURDAY, SUNDAY, OR A DAY ON WHICH BANKS IN THE STATE OF ILLINOIS ARE
B-2
4865-4885-7079, v. 7
AUTHORIZED OR REQUIRED TO BE CLOSED, AND A DAY ON WHICH PAYMENTS CAN BE
EFFECTED ON THE FEDWIRE SYSTEM.
[Signature of Bank Officer]
[Officer's Title]
[Signature of Bank Officer]
[Officer's Title]
B-3
4865-4885-7079, v. 7
EXHIBIT "A" TO FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT
FORM OF DRAFT
[To Be Supplied by Issuing Bank]
B-4
4865-4885-7079, v. 7
EXHIBIT "B" TO FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT
To:
Attn:
Re: Letter of Credit No.
Ladies and Gentlemen:
This is to advise you that Letter of Credit No. dated
, 20 in the amount of $ will expire within 35
days or less and that has failed to deliver to the Village Manager evidence
of a renewal of Letter of Credit No.
Very truly yours,
Village Manager,
B-5
4865-4885-7079, v. 7
EXHIBIT "C" TO FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT
To:
Attn:
Re: Letter of Credit No.
Ladies and Gentlemen:
This is to advise you that all or any part of the improvements required to be constructed pursuant
to the Subdivision and Development Agreement dated , 20 by and
among the Village, Parkway TIC 1 LLC, and Parkway TIC 2 LLC, have not been constructed in
accordance with said Agreement.
Very truly yours,
Village Manager
B-
4865-4885-7079, v. 7
EXHIBIT "D" TO FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT
To:
Attn:
Re: Letter of Credit No.
Ladies and Gentlemen:
This is to advise you that all or any part of the costs, payments, permit fees or other fees required
to be paid pursuant to the Agreement dated , 20_ by and among the
Village, Parkway TIC 1 LLC, and Parkway TIC 2 LLC, have not been paid in accordance with said
Agreement.
Very truly yours,
Village Manager
B-7
4865-4885-7079, v. 7
EXHIBIT "E" TO FORM OF IRREVOCABLE STANDBY LETTER OF CREDIT
To:
Attn:
Re: Letter of Credit No.
Ladies and Gentlemen:
This is to advise you that all or any part of the maintenance, repair or restoration required to be
performed pursuant to the Subdivision and Development Agreement dated
, 20 by and among the Village, Parkway TIC 1 LLC, and Parkway
TIC 2 LLC, have not been performed in accordance with said Agreement.
Very truly yours,
Village Manager
B-
4865-4885-7079, v. 7
To:
Attn:
Re: Letter of Credit No.
Ladies and Gentlemen:
This is to advise you that all or any part of the undertakings of the Customer (as that term is
defined in the above -referenced Letter of Credit) pursuant to the Subdivision and Development
Agreement dated , 20 by and among the Village, Parkway TIC 1
LLC, and Parkway TIC 2 LLC, have not been performed in accordance with said Agreement.
Very truly yours,
Village Manager
B-9
4865-4885-7079, v. 7
[�1:11:]1t �7
TRANSFEREE ASSUMPTION AGREEMENT
THIS AGREEMENT is made as of this day of , 20_, by and
among the Village of Deerfield, an Illinois home rule municipal corporation ("Village'), Parkway
TIC 1 LLC, a Delaware limited liability company ("Parkway 1'), Parkway TIC 2 LLC, a Delaware
limited liability company ( "Parkway 2') (Parkway 1 and Parkway 2 are, collectively, "Developer')
, and ("Transferee').
WITNESETH:
WHEREAS, pursuant to that certain real estate sale contract dated ,
20_, the Transferee agreed to purchase from Developer certain real property situated in Lake
County, Illinois and legally described in Exhibit 1 attached to and, by this reference, made a part
of this Agreement ("Property'); and
WHEREAS, following the conveyance of the Property by Developer, the
Transferee will be the legal owner of the Property; and
WHEREAS, as a condition to the conveyance of the Property by Developer, the
Village and Developer require that the Transferee agree to comply with all the terms,
requirements, and obligations set forth in that certain Development Agreement, dated as of
20_, and recorded in the office of the Lake County Recorder on
20_, as Document No. by and between the Village and
Developer ("Development Agreement');
NOW, THEREFORE, in consideration of the agreement of Developer to convey
the Property to the Transferee, and of the Village to accept the transfer of obligations as provided
herein and to grant the releases granted herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by, between,
and among the Village, Developer, and the Transferee as follows:
1. Recitals. The foregoing recitals are by this reference incorporated herein
and made a part hereof as substantive provisions of this Agreement.
2. Assumption of Obligations. The Transferee, on its behalf and on behalf
of its successors, assigns, heirs, executors, and administrators, hereby agrees, at its sole cost
and expense, to comply with all of the terms, requirements, and obligations of the Development
Agreement, including all exhibits and attachments, regardless of whether such terms,
requirements, and obligations are to be performed and provided by, or are imposed upon,
Developer of the Property.
3. Payment of Village Fees and Costs. In addition to any other costs,
payments, fees, charges, contributions, or dedications required by this Agreement, the
Development Agreement or by applicable Village codes, ordinances, resolutions, rules, or
regulations, the Transferee must pay to the Village, immediately upon presentation of a written
demand or demands therefor, all legal, engineering, and other consulting or administrative fees,
costs, and expenses incurred in connection with the negotiation, preparation, consideration, and
review of this Agreement.
4865-4885-7079, v. 7 C-1
4. Acknowledgment and Release of Developer. The Village hereby
acknowledges its agreement to the Transferee's assumption of the obligation to comply with the
terms, requirements, and obligations of the Development Agreement, including all exhibits and
attachments, and the Village hereby releases Developer from any personal liability for failure to
comply with the terms, requirements, and obligations of the Development Agreement.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first written above.
ATTEST:
Village Clerk
ATTEST:
A --
Its:
ATTEST:
VILLAGE OF DEERFIELD, an Illinois home
rule municipal corporation
By:
Its: Mayor
Date:
PARKWAY TIC 1 LLC, a Delaware limited
liability company
By:
Its:
Date:
PARKWAY TIC 2 LLC, a Delaware limited
liability company
By: By:
Its:
ATTEST:
By:
Its:
Its:
Date:
[TRANSFEREE]
By:
Its:
Date:
4865-4885-7079, v. 7 C-2
STATE OF ILLINOIS
SS
COUNTY OF LAKE
ACKNOWLEDGMENTS
This instrument was acknowledged before me on , 20_, by
, the Mayor of the Village of Deerfield, an Illinois home rule municipal
corporation, and by , the Village Clerk of said municipal corporation.
Signature of Notary
SEAL
4865-4885-7079, v. 7 C-3
STATE OF ILLINOIS )
SS
COUNTY OF LAKE )
This instrument was acknowledged before me on , 20_, by
the of PARKWAY TIC I LLC, Delaware limited liability company,
and by , the of said limited liability company.
SEAL
STATE OF ILLINOIS )
SS
COUNTY OF LAKE )
This instrument was
the
and by , the
SEAL
STATE OF )
SS
COUNTY OF )
Signature of Notary
acknowledged before me on , 20_, by
_ of PARKWAY TIC 2 LLC, Delaware limited liability company,
of said limited liability company.
Signature of Notary
This instrument was acknowledged before me on 20_, by
the of [TRANSFEREE], and by the
of [TRANSFEREE].
Signature of Notary
SEAL
4865-4885-7079, v. 7 C-4
EXHIBIT 1
Legal Description of Property
LOT 1 IN PARKWAY NORTH CENTER RESUBDIVISION NO. 2 BEING A RESUBDIVISION
OF PART OF THE NORTHWEST Y4 OF SECTION 31, TOWNSHIP 43 NORTH, RANGE 12
EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH LOT 4, OUTLOT B AND
PART OF OUTLOT A OF PARKWAY NORTH CENTER, ACCORDING TO THE PLAT
THEREOF RECORDED MARCH 23, 1998 AS DOCUMENT 4105647, IN LAKE COUNTY,
ILLINOIS.
TOGETHER WITH
LOT 3 IN PARKWAY NORTH CENTER RESUBDIVISION NO.4 BEING A RESUBDIVISION
OF LOT 3 IN PARKWAY NORTH CENTER RESUBDIVISION NO. 2 BEING A
RESUBDIVISION OF PART OF THE NORTHWEST Y4 OF SECTION 31, TOWNSHIP 43
NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH LOT 4,
OUTLOT B AN PART OF OUTLOT A OF PARKWAY NORTH CENTER ACCORDING TO THE
PLAT OF SAID RESUBDIVISION RECORDED APRIL 25, 2013 AS DOCUMENT 6985836, IN
LAKE COUNTY, ILLINOIS.
PINs: 16-31-101-037 and 16-31-101-049
Commonly Known as: 5 and 8 Parkway North Boulevard, Deerfield, Illinois
4865-4885-7079, v. 7 C-5
Workforce and Affordable Housing Restrictive Covenant
(See attached)
4865-4885-7079, v. 7 D-1
THIS DOCUMENT
PREPARED BY AND
AFTER RECORDING
RETURN TO:
Benjamin Schuster
Elrod Friedman LLP
325 LaSalle Street, Suite 450
Chicago, IL 60654
WORKFORCE AND AFFORDABLE HOUSING
RESTRICTIVE COVENANT
THIS WORKFORCE AND AFFORDABLE HOUSING RESTRICTIVE
COVENANT ("Restrictive Covenant") is made as of the day of ,1 , 2025
(`Effective Date'), by PARKWAY TIC 1 LLC, a Delaware limited liability company
("Parkway 1'), and PARKWAY TIC 2 LLC, a Delaware limited liability company
("Parkway 2') (Parkway 1 and Parkway 2 are, collectively, "Owner') are the owners in
tenancy in the common of the property described in Exhibit A, and located in the Village of
Deerfield at the address known as 5 and 8 Parkway North Boulevard in Deerfield, Illinois
("Property's.
NOW, THEREFORE, Owner declares that the Property and all portions thereof are
and shall be held, transferred, sold, conveyed, used, and occupied subject to the covenants set
forth in this Restrictive Covenant, which covenants are for the purpose of protecting the value
and desirability of the Property and other properties in the Village of Deerfield ("Village').
SECTION 1. Background.
A. The Property is owned by Owner.
B. The Property is an approximately 10.01 acre property and located within the
R-5 General Residence District ("R-5 District').
C. The Property currently partially improved with a vacant commercial structure.
D. Developer desires to construct on the Property: (i) 132 townhomes and 12
single level apartments (collectively, "Residential Buildings') totaling 144 rental dwelling
units (collectively, the "Residential Units'), with attached parking garages (collectively,
the "Parking Garages'); (ii) amenities including a dog park, event pavilion, two barbecue
areas, pocket parks with pedestrian and bicycle connections, children's playground, half -
court basketball court, fire pit, and outdoor bar (collectively, the "Shared Amenities'); (iii)
a surface off-street parking lot ("Parking Lot") and related improvements (collectively, the
Residential Buildings, Residential Units, Parking Garages, Shared Amenities, and Parking
Lot are the "Proposed Development'.
E. On February 3 , 2025, the Village Board of Trustees approved Ordinance No.
0-25-04("Ordinance'�, which approved for the Property: (i) an amendment to the Parkway
North Planned Unit Development ("Parkway PUD'); (ii) a new residential planned unit
development within the Parkway PUD to permit the Proposed Development on the Property
("VennPoint PUD'); (iii) a final development plan for the Property; (iv) a zoning exception
from Section 12.02-H,3 of the Zoning Ordinance to permit buildings and building balconies
within the perimeter setback; (v) a zoning exception from Section 12.02-H, l,b of the Zoning
Ordinance to allow structures to be within the setbacks between the private streets and
buildings; (vi) a zoning exception from Section 12.02-D of the Zoning Ordinance to permit the
Proposed Development to have a total area of land of 10.01 acres instead of a minimum of
11.27 acres; (vii) a zoning exception from Section 12.09-C, l,s to allow the proposed
development to have private streets; (viii) a zoning exception from Sections 12.02-J to allow
for a maximum building height of 45 feet; (ix) a zoning exception from Section 9.02-A,6,d to
allow an identification sign to be 12 feet from the property line; and (x) approval of the Final
Plat of Subdivision for the Property (collectively, the "Requested Relief).
F. As required by the Ordinance, Owner entered into that certain Development
Agreement by and between the Village and Owner dated f O A(� 11 2025 ("Development
Agreement') in furtherance of the redevelopment of the Property and the construction of the
Proposed Development.
G. Pursuant to Section 2.14 of "The Deerfield Zoning Ordinance 1978," as amended
("Zoning Ordinance'), Owner must maintain the affordability of 14 Residential Units on the
Property ("Affordable Residential Units') in accordance with the Zoning Ordinance and the
Village's Workforce and Affordable Housing Policy, as they may be amended.
H. Owner must execute and record this Restrictive Covenant to codify its
agreement regarding the Affordable Residential Units in compliance with Section 2.14-M of
the Zoning Ordinance.
I. Owner agrees to restrict the otherwise applicable use regulations for the
Property in the manner and to the extent expressly set forth in this Restrictive Covenant, and
specifically to maintain and ensure the affordability of the Affordable Residential Units for the
term of this Restrictive Covenant.
2
4870-8294-7071, v. 4
SECTION 2. Restrictions.
Notwithstanding any use or development right that may be applicable or available
pursuant to the provisions of the R-5 District of the Zoning Ordinance, the Parkway PUD, and
the VennPoint PUD, the use and development of the Property shall be subject to the following
restrictions:
A. Makeup of Affordable Residential Units. The Owner must maintain
no less than 14 Affordable Residential Units on the Property at all times,
which Affordable Residential Units must include at least nine three -
bedroom units ("3-bedroom Units), four two -bedroom units ("2 Bedroom
Units'), and one one -bedroom unit ("1 Bedroom Unit').
B. Income Limits.
1. The 1-Bedroom Unit and at least half of each of the 2-Bedroom
Units, as well as the 3-Bedroom Units that are Affordable
Residential Units shall be reserved for tenants: (i) whose annual
incomes do not exceed 80 percent ("80 percent Qualified
Tenants') of the Chicago -Joliet -Naperville, IL HUD Metro FMR
Area Median Income ("Chicago Area'), as established and defined
in the annual schedule published by the U.S. Department of
Housing and Urban Development ("HUD') or any successor thereof
under Section 8 of the United States Housing Act of 1937, as
amended, and adjusted for household size ("Income
Requirements'); and (ii) who meet the Village's asset requirements
and other qualifications set forth in the Policy ("Policy
Requirements') (the Income Requirements and Policy
Requirements are, collectively, the "Qualification
Requirements'). In the event the Chicago Area is redefined so as
to eliminate Lake County, Illinois, then the parties shall utilize the
median gross income published by HUD for the newly created
metropolitan area defined by HUD that includes Lake County,
Illinois.
2. The remaining 2-Bedroom Units and 3-Bedroom Units that are
Affordable Residential Units shall be reserved for tenants: (i) whose
annual incomes do not exceed 100 percent of the Chicago -Joliet -
Naperville, IL HUD Metro FMR Area Median Income ("100-
Percent Qualified Tenants') (100-Percent Qualified Tenants and
80-Percent Qualified Tenants are, collectively, "Qualified
Tenants'), as established and defined in the annual schedule
published by HUD based on the Income Requirements; and (ii) who
meet the Village's Policy Requirements. In the event the Chicago
Area is redefined so as to eliminate Lake County, Illinois, then the
parties shall utilize the median gross income published by HUD for
the newly created metropolitan area defined by HUD that includes
Lake County, Illinois.
3
4870-8294-7071, v. 4
3. The potential Qualified Tenants of the Affordable Residential Units
will be verified in accordance with the Policy as meeting the
Qualification Requirements at the time Owner leases or subleases
("Qualified Income') the Affordable Residential Units. All
verification of the Qualification Requirements and Requalification
(as defined below) will, at the Village's option, be conducted by the
Village or a third party chosen by the Village at the cost of the
Village.
C. Lease. Owner shall enter into a written lease with each Qualified Tenant
of an Affordable Residential Unit, which shall be for a period of one year
and which provides that the Qualified Tenant shall not be evicted for any
reason other than a breach of a provision of the lease after the Qualified
Tenant was provided a reasonable opportunity to cure the breach. Owner
shall include, in leases for all Affordable Residential Units, provisions that:
(1) the Qualified Tenant is subject to annual income -qualification
recertification annually, pursuant to Section 2.E of this Restrictive
Covenant; and (2) the tenancy of the Qualified Tenant will be immediately
terminated should one or more of the Qualified Tenant's household
members misrepresent any material fact regarding the Qualified Tenant's
income qualification, or refuse or fail to cooperate in the recertification
process. -
D. Rental Rates. The maximum monthly rental rates for the Affordable
Residential Units shall be 30 percent of the Chicago -Joliet -Naperville, IL
HUD Metro FMR Area Median Income for the 100-Percent Qualified
Tenants and 80-Percent Qualified Tenants, adjusted based on apartment
size (based on number of bedrooms), as each is applicable, calculated at the
time the Qualified Tenant enters into a lease and any lease extensions
("Maximum Rent'). The Maximum Rent must either (i) include utility
expenses (defined as water, gas, and electricity expenses) if utilities are
paid by Owner, or (ii) be reduced by the then -current "Allowances for
Tenant Furnished Utilities and Other Services" published by the Housing
Authority of Lake County for such utilities, adjusted based on apartment
size (based on number of bedrooms). This Restrictive Covenant does not
prohibit or preclude Owner from charging Qualified Tenants reasonable
late fees, key replacement fees, pet fees, damage fees, or reserved parking
fees, provided that such fees charged to Qualified Tenants are also
applicable and charged upon the same terms and rates to all tenants of the
Property, regardless of income.
E. Annual Eligibility Re -Certification of Tenants. Owner must
determine whether a tenant of an Affordable Residential Unit meets the
Qualification Requirements set forth in Section 2.13 of this Restrictive
Covenant, both at the time of the initial leasing of an Affordable Residential
Unit to such tenant, and annually throughout the term of any such initial
or renewal lease ("Requalification'). Requalification shall be based upon
the then -current Qualifications Requirements, including, without
limitation, the then -current income and asset requirements, as set forth in
4
4870-8294-7071, v. 4
the Policy. In the event that a tenant's household no longer qualifies based
on the Qualification Requirements, such tenant may remain in occupancy
of the Affordable Residential Unit. Under such circumstances, however,
Owner shall make another Residential Unit of the same size (based on the
number of bedrooms) available to, and reserve it for, Qualified Tenants not
later than the later to occur of: (i) the date a Residential Unit of the same
size (based on the number of bedrooms) becomes available for rent; and (ii)
the date Owner determines that such tenant has exceeded the maximum
income limitations set forth in Section 2.13 of this Restrictive Covenant.
F. Tenant -Occupied Units. Each Qualified Tenant shall at all times occupy
the Affordable Residential Unit as the Qualified Tenant's principal
residence for at least eight months of each year of the lease, and for any
incidental activities related to such residential use, provided such other use
is in compliance with zoning and all other requirements of law. The
Affordable Residential Unit may not be occupied for any period of time by
any person other than the Qualified Tenant and members of the Qualified
Tenant's Family (as defined in the "The Deerfield Zoning Ordinance 1978,"
as amended), without the express written consent of the Village Manager,
which consent need not be given if, in the Village Manager's sole judgment,
the occupancy would not further the purposes of this Declaration.
G. Management. Owner shall hire a professional management company
(`Management Company') to manage the Residential Buildings, the
duties of which must include the maintenance and operation of the
Affordable Residential Units in accordance with the Development
Agreement and this Restrictive Covenant.
H. Records. Owner shall require the Management Company to create and
maintain records of income qualification for every household renting an
Affordable Residential Unit.
I. Annual Certification with the Village. The Village may, upon 30 days'
notice to Owner, require Owner, on a form provided by the Village, to certify
on an annual basis that the Affordable Residential Units comply with the
terms of this Restrictive Covenant.
SECTION 3. Other Qualifications for Rental.
This Restrictive Covenant shall not require Owner or the Management Company to
rent an Affordable Residential Unit to an individual or household who applies to rent such unit
and satisfies the Income Requirements but does not meet or satisfy Owner's other criteria for
apartment rental, as set forth in Owner's selection plan. By way of example, Owner may deny
such individual or household the right to rent such Affordable Housing Unit if they: (i) fail to
submit or insufficiently complete an application for rental; (ii) submit false information in
connection with the application for rental; (iii) have a poor or unsatisfactory credit history;
(iv) are unable to establish that they have the financial ability to pay the required monthly
rent; (v) have an inappropriate household size; or (vi) are unable to establish that they and all
5
4870-8294-7071, v. 4
members of their Household do not have criminal records, are not current drug users and are
not registered sex offenders.
SECTION 4. Right to Use Amenities.
The residents of the Affordable Residential Units shall be provided the same
opportunities and rights to use the Parking Garages, Parking Lots, Shared Amenities, and
common areas on the Property as residents who occupy the non -Affordable Residential Units
on the Property.
SECTION 5. Recordation.
This Restrictive Covenant shall be recorded in the Office of the Lake County Recorder
of Deeds. Owner, by the signature of its duly -authorized representative below, hereby consents
to and permits such recordation. The Village agrees to execute a release of this Restrictive
Covenant in recordable form, at Owner's request and recording expense, upon the expiration
of the term of this Restrictive Covenant or at any earlier time if for any reason this Restrictive
Covenant becomes null and void and of no further force or effect.
SECTION 6. Enforcement.
A. Village Enforcement. Owner recognizes and agrees that the Village has a
valid interest in ensuring that the restrictions, covenants, and agreements in this Restrictive
Covenant are properly performed and, therefore, grants the Village the right to enforce these
restrictions, covenants, and agreements by any proceeding at law or in equity against any
person or persons violating or attempting to violate any restriction, covenant, or agreement
contained in this Restrictive Covenant, either to restrain violation, to compel affirmative
action, or to recover damages, and against the land to enforce any lien created by the
restrictions, covenants, or agreements. Specifically, but without limitation of the foregoing, in
the event of a violation of this Restrictive Covenant, the Village shall have the right to bring
an action to enjoin the use of the Property for multi -family residential uses.
B. No Private Right of Action. This Restrictive Covenant shall not create a
private right of action in any individual, Household, organization, corporation or other legal
entity, or other governmental body or agency to enforce the provisions of this Restrictive
Covenant or seek legal or equitable remedies against Owner or the Management Company
based on an alleged violation of this Restrictive Covenant by Owner or the Management
Company or Owner's or the Management Company's refusal to rent an Affordable Residential
Unit to any individual or Household notwithstanding the fact that such individual or
Household qualifies to rent such unit under the Income Requirements.
SECTION 7. Exercise of Village Rights: Waiver.
The Village is not required to exercise the rights granted in this Restrictive Covenant,
except as it shall determine to be in its best interest. Failure by the Village to exercise any
right herein granted shall not be construed as a waiver of that right or any other right.
Nothing in this Restrictive Covenant shall be deemed or construed to constitute a dedication
of any property to the Village.
6
4870-8294-7071, v. 4
SECTION 8. Notices.
All notices required or permitted to be served by this Restrictive Covenant shall be
served in writing and shall be deemed to be served when delivered personally or three business
days following deposit, by certified or registered mail, return receipt requested, in the United
States mail, postage prepaid. Notices to Owner shall be sent to the following address or to such
other address or person as Owner may from time to time provide the Village by notice:
Attn:
Notices to the Village shall be sent to the following address, or to such other address or person
as the Village may from time to time provide Owner by notice:
Village of Deerfield
850 Waukegan Road
Deerfield, Illinois 60015
Attention: Village Manager
SECTION 9. Nullification and Amendment.
Except as may be otherwise provided by law, this Restrictive Covenant may be
annulled only upon the express, prior written approval of the Village, by resolution duly
adopted by the Village Board of Trustees. This Restrictive Covenant may be amended only
upon the express, prior written approval of the Village, by resolution duly adopted by the
Village Board of Trustees, and by execution of such amendment by Owner.
SECTION 10. Joint and Several Liability.
Parkway 1 and Parkway 2 agree that they are joint and severally liable for all
obligations and liabilities of Owner under this Restrictive Covenant.
SECTION 11. Covenants Running with the Land.
The restrictions imposed by this Restrictive Covenant shall be restrictions running
with the land and shall be binding upon and inure to the benefit of Owner and any and all of
its successors, assigns, agents, licensees, lessees, invitees, and representatives, including,
without limitation, all subsequent owners of that portion of the Property upon which the
Residential Buildings have been constructed and all persons claiming under them to the
extent provided in this Restrictive Covenant. All leases for Affordable Residential Units, and
all contracts and deeds of conveyance relating to the portion of the Property upon which the
Residential Buildings have been constructed, shall be subject to the provisions of this
Restrictive Covenant to the extent provided in this Restrictive Covenant.
[SIGNATURE PAGE FOLLOWS]
7
4870-8294-7071, v. 4
IN WITNESS WHEREOF, Owner has caused this Restrictive Covenant to be
executed by a duly -authorized representative on the date first above written.
ATTEST: PARKWAY TIC 1 LLC, a Delaware limited liability
company // r
By. By: /yl/ (rt/
Its: Its: 14 14 pro a
ATTEST:
By:
Its:
Date: h4414, l �, ZO 2-57
PARKWAY TIC 2 LLC, a Delaware limited liability
company,, d
By:
Its: Aura &OU a'F4 E.aa ej"r.¢Trv6
Date: f `r If s--
8
4870-8294-7071, v. 4
ACKNOWLEDGMENTS
STATE OF ` i )
SS.
COUNTY OF )
This instrument was acknowledged before me on , 20 , by
`� the A 62,2A fiVOKof Parkway TIC 1 LLC, a Delaware limited liability
company, and c"av&
Given under my hand and official seal this day of v" , 20Z1.
V• -
My Commission expires: Nb11( ' -5 ).00
SEAL
0FROAL SEAL
LCHTERMAN
State of IRmois
. 1000493
My Commission Expires November 75 >(�;'R
CoR
STATE OF �-IV(65 )
) SS.
COUNTY OF )
This instrument was acknowledged before me on l 20_, by
t _Aa(ieffi, theAvE f Parkway TIC 2 LLC, a Delaware limited liability company,
and ,c4sicA
Given under my hand and official seal this day of 202.
NF 1� tj
.R-1-0 M, M � ". MAN
Notary Public
My Commission expires: b 2- . ;Lo7-`b
SEAL
L SEAL
ANON SHAWN L
Notary c, State of ISi
Commission .1000493
My Commission Expires November 25 M28
• �:
PROPERTY LEGAL DESCRIPTION
LOT 1 IN PARKWAY NORTH CENTER RESUBDIVISION NO. 2 BEING A RESUBDIVISION
OF PART OF THE NORTHWEST % OF SECTION 31, TOWNSHIP 43 NORTH, RANGE 12
EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH LOT 4, OUTLOT B AND
PART OF OUTLOT A OF PARKWAY NORTH CENTER, ACCORDING TO THE PLAT
THEREOF RECORDED MARCH 23, 1998 AS DOCUMENT 4105647, IN LAKE COUNTY,
ILLINOIS.
TOGETHER WITH
LOT 31N PARKWAY NORTH CENTER RESUDIVISION NO. 4 BEING A RESUBDIVISION OF
LOT 3 IN PARKWAY NORTH CENTER RESUBDIVISION NO. 2 BEING A RESUBDIVISION
OF PART OF THE NORTHWEST % OF SECTION 31, TOWNSHIP 43 NORTH, RANGE 12,
EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH LOT 4, OUTLOT B AN
PART OF OUTLOT A OF PARKWAY NORTH CENTER ACCORDING TO THE PLAT OF SAID
RESUBDIVISION RECORDED APRIL 25, 2013 AS DOCUMENT 6985836, IN LAKE COUNTY,
ILLINOIS.
PINs: 16-31-101-037 and 16-31-101-049
Commonly Known as: 5 and 8 Parkway North Boulevard, Deerfield, Illinois
Affordable Housing Compliance Plan
(See attached)
E-1
4865-4885-7079, v. 7
THE IE OF
DEE- -T- FELD
Pursuant to Article 2.14 of the Village of Deerfield Zoning Ordinance (Ord. 0-21-38), the
developer of a governed residential development project, shall file an Affordable Housing
Compliance Plan application for approval.
APPLICANT
Name Nicholas Marietti
Company VennPoint Real Estate
Title CEO
Address 2250 Progress Parkway, Schaumburg, Illinois 60173
Phone On File Email Nick@vennpointre.com
Applicant Signature: ' �v
PROPERTY OWNER M Property owner is applicant
Name
Company
Address
Title
Phone Email
1
FINAL PLAN
General description of the development.
Project Name Parkway North Residences
Address 8 Parkway North, Deerfield, Illinois 60015
Site (Acres/S.F) 10.01 acres
Residential Type (Single Family/Multi-Family) Multifamily
Indicate If Units are For Sale or For Rent: ❑ For Sale ❑ For Rent
The total number of market rate units and affordable housine units in the development.
Total Number of Units in Development 144
Number of Market Rate Units 130
Number of Affordable Units 14
(a) The Final Affordable Housing Compliance Plan includes all of the information required in
the Preliminary Affordable Housing Compliance Plan.
❑ No changes to the Preliminary Affordable Housing Compliance Plan.
N Changes have been made to the Preliminary Affordable Housing Compliance
Plan.
N I have submitted a new Preliminary Affordable Housing Compliance Plan and
noted the changes.
2
(b) Phasing and construction schedule for each market rate and affordable unit.
The development will be in constructed one phase starting in
Spring 2025 and is projected to be finished in Spring 2027.
(c) Provide documentation and plans regarding exterior and interior appearances, materials,
and finishes of the development and each of the individual units. Note difference, if any.
Exteriors of all units will have the same finishes.
* We will work with the third party administrator to ensure that we comply with the
Ordinance.
(d)* Describe the development marketing plan to promote the sale or rental of the
Affordable Housing Units within the development.
* We will work with the third
comply with the Ordinance.
administrator to ensure that we
(e)* Describe the efforts undertaken to provide affordable housing units to eligible
households pursuant to the priorities set forth in Section 2.14 of the Affordable Housing
Ordinance 0-21-38.
* We will work with the third
comply with the Ordinance.
administrator to ensure that we
*The Village of Deerfield will engage a Third Party to implement and administer the Village's
inclusionary housing program which includes, but is not limited to, conducting program
screening, eligibility determination, and full income certification of potential housing
candidates.
3
COMPLIANCE OF ARTICLE 2.14 AFFORDABLE HOUSING IN GOVERNED
DEVELOPMENTS (Ordinance 0-21-38)
I have read and will comply with Article 2.14 Affordable Housing in Governed Developments
(Ordinance 0-21-38) of the Deerfield Zoning Ordinance.
Name Nicholas Marietti Title CEO
Company VennPoint Real Estate
Signature /aky-
FOR STAFF USE ONLY
This development a governed residential development pursuant to 0-21-38? N Yes ❑ No
Plan Commission Recommendation of Final Plan: IN Yes ❑ No Date October 10, 2025
Village Board Final Plan Approval: LJ Yes ❑ No Date February 3, 2025
4
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PRELIMINARY PLAN
PRELIMINARY PLAN
JJa General description of the development.
Project Name 8 Parkway North
Address 8 Parkway North Blvd., Deerfield, IL 60015
Site (Acres/S.F) 10 Acres
Residential Type (Single Family/Multi-Family) Multi -family
Indicate If Units are For Sale or For Rent: ❑ For Sale X For Rent
u The total number of market rate units and affordable housing units in the development.
Total Number of Units in Development
Number of Market Rate Units
Number of Affordable Units
130
14
jcl The total number of attached and detached residential units.
Detached Units Attached Units 144
101 The number of bedrooms in each market rate unit and each affordable housing unit.
Market Rate Unit Mix (Indicate total number of each unit type; studio, 1BR, 213R, etc.)
Studio/Efficiency 113R 12 21311 22 3BR 110 4BR+
Affordable Unit Mix (Indicate number of each affordable unit type; studio, 113R, 213R, etc.)
Studio/Efficiency 1BR 1 21311 4 3BR 9 4BR+
,e_The floor area of each market rate unit and each affordable housing unit.
Market Rate Unit Type Square Footage
Studio/Efficiency 1BR 1026 2BR 1668 31311 1971-2257 _4BR+
Affordable Unit Type Square Footage
Studio/Efficiency 11311 1026 21311 1668 3BR-1971 4BR+_
PRELIMINARY PLAN
M The location within the residential development of each market -rate unit and each
affordable housing units.
See attached. Location of affordable TBD but to be interspersed throughout the property.
W Floor plans for each affordable housing unit.
Are floor plans for affordable units identical to market rate units. X Yes ❑ No. If Yes, attach
floor plans. If No, explain and attach floor plans for each market rate and affordable unit type
that is different.
SEE ATTACHED FLOOR PLANS
ATTACHED ARE A, C, D AND F UNIT FLOOR PLANS
Lhj The amenities that will be provided to and within each market rate unit and affordable
housing unit.
Are all development amenities accessible to affordable units? X Yes ❑ No. If No, explain.
The pricing for each market rate unit and each affordable housing unit.
Housing Expenses: For affordable rental units, "housing expenses" equals the monthly sum of
rent and utilities. For affordable owner -occupied units, "housing expenses" equals the monthly
sum of principal and interest of any mortgages placed on the unit, property taxes, insurance,
and condominium or homeowner's association fees, if applicable.
Attainability of Housing Expenses: Maximum housing prices are based on spending 30% of
monthly household income on housing expenses. Permitted housing expenses for rental and
affordable owner -occupied units will be calculated based on the most current area median
income levels published by HUD.
The Village of Deerfield will engage a Third Party to implement and administer the Village's
inclusionary housing program which includes, but is not limited to, conducting program
screening, eligibility determination, and full income certification of potential housing
candidates.
PRELIMINARY PLAN
COMPLIANCE OF ARTICLE 2.14 AFFORDABLE HOUSING IN GOVERNED
DEVELOPMENTS (Ordinance 0-21-38)
I have read and will comply with Article 2.14 Affordable Housing in Governed Developments
(Ordinance 0-21-38) of the Deerfield Zoning Ordinance.
Name Nicholas Marietti Title CEO
Company
Signature
iPoint Real Estai
FOR STAFF USE ONLY
This development a governed residential development pursuant to 0-21-38? ❑ Yes ❑ No
Plan Commission Recommendation of Preliminary Plan: ❑ Yes ❑ No Date,
Village Board Preliminary Plan Approval: ❑ Yes ❑ No Date
4
I :VA 5 11--] k 9
Landscape Plan
(See Attached)
F-1
4865-4885-7079, v. 7
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MINIMUM INSURANCE REQUIREMENTS
The Developer, and its contractors and subcontractors constructing the Development,
must obtain and maintain insurance as set forth in this Exhibit G.
A. Worker's Compensation. Worker's compensation insurance must be obtained
with statutory coverage.
B. Employer's Liability. Employer's liability insurance must be obtained with
coverage limits not less than $500,000 injury per occurrence, $500,000 disease
per employee, and $500,000 disease policy limit.
C. Comprehensive Motor Vehicle Liability. Comprehensive motor vehicle liability
insurance must be obtained with a combined single coverage limit for bodily injury
and property damage of not less than $1,000,000 for vehicles owned, non -owned,
or rented. All employees must be included as insureds.
D. Comprehensive General Liability. Comprehensive general liability insurance
must be obtained written on an "occurrence" basis and with coverage limits no less
than $2,000,000 for bodily injury and property damage with a combined single limit.
Coverage must include a broad form property damage endorsement and a blanket
contractual liability endorsement with express coverage of the indemnity
provisions of the Agreement.
E. Professional Liability. Professional liability insurance must be obtained with a
coverage limit of not less than $1,000,000 per occurrence and $2,000,000 in the
aggregate and covering the insured against all sums they may be obligated to pay
on account of any liability arising out of the Agreement.
F. Method of Coverage. Required insurance coverage may be in any combination
of primary, excess, and umbrella policies. Any excess or umbrella policy must
provide excess coverage over underlying insurance on a following -form basis so
that when any loss covered by the primary policy exceeds the limits under the
primary policy, the excess or umbrella policy becomes effective to cover the loss.
G. Additional Insureds. The following must be named as an additional insured on
all policies except for worker's compensation and professional liability: Village of
Arlington Heights, including its Mayor, Board of Trustees, elected and appointed
officials, officers, employees, agents, attorneys, and representatives.
H. Other Requirements. All policies must be primary and noncontributory to
coverage held by the additional insureds listed in Section G, offer the additional
insured their choice of counsel and the right to conduct their own defense, and
state that coverage applies in the State of Illinois.
Proof of Coverage. Proof of adequate coverage and compliance with the requirements in this
Exhibit must be provided to the Village (1) prior to the Effective Date, (2) prior to the
commencement of Project construction, and (3) upon Village request.
4865-4885-7079, v. 7 G-1
EXHIBIT H
Pathway Agreement
(See attached)
4865-4885-7079, v. 7 H-1
THIS DOCUMENT
PREPARED BY AND AFTER
RECORDING RETURN TO:
Benjamin L. Schuster
Elrod Friedman LLP
325 N. LaSalle Street
Suite 450
Chicago, IL 60654
PATHWAY AGREEMENT
BY AND AMONG
THE VILLAGE OF DEERFIELD AND
PARKWAY TIC 1 LLC AND PARKWAY TIC 2 LLC
DATED AS OF _, 2025
4865-488E-7079, v. 7 H-
PATHWAY AGREEMENT
BY AND AMONG
THE VILLAGE OF DEERFIELD AND
PARKWAY TIC 1 LLC AND PARKWAY TIC 2 LLC
THIS PATHWAY AGREEMENT ("Agreement') is dated as of the day of
, 20_, and is by and among the Village of Deerfield, an Illinois home rule municipal
corporation ("Village') Parkway TIC 1 LLC, a Delaware limited liability company ("Parkway 1'),
and Parkway TIC 2 LLC, a Delaware limited liability company ("Parkway 2') (Parkway 1 and
Parkway 2 are, collectively, "Developer').
RECITALS
WHEREAS, Parkway 1 and Parkway 2 are the owners in joint tenancy of the property
located at the addresses commonly known as 5 and 8 Parkway North Boulevard, in Deerfield,
Illinois and legally described in Exhibit A ("Developer Property'); and
WHEREAS, the Village and the Developer are parties to that certain Subdivision and
Development Agreement, dated , 20 and recorded with the Lake County Recorder of
Deeds on , 202_ as Document No. ( "Development
Agreement'), which provides for Developer's desired redevelopment of the Property ( "Proposed
Development'); and
WHEREAS, pursuant to Section 41 of the Development Agreement, the Developer is
required to construct a pedestrian pathway and landscaping ( "Saunders Pathway') along the
west end of the Proposed Development adjacent to Saunders Road generally in accordance with
the Final Development Plan (as defined in the Development Agreement) on the Property and over
land currently owned by Lake County Department of Transportation ("County Land"); and
WHEREAS, the Village and the Lake County Department of Transportation ("LCDOT')
are parties to an agreement, dated , 2025, attached as Exhibit B, granting the Village
access to the County Land for the construction and maintenance of the Saunders Pathway (the
"Easement Agreement'); and
WHEREAS, pursuant to Section 41 of the Development Agreement, the Village desires
Developer to assume the Village responsibilities and liabilities under the Easement Agreement
with respect to the construction and maintenance of the Saunders Pathway, contingent upon the
Developer's adherence to the plans and specifications approved by the Village and LCDOT;
NOW THEREFORE, in consideration of the agreements set forth in this Agreement, the
receipt and sufficiency of which are mutually acknowledged, and pursuant to the Village's
statutory and home rule powers, the Parties agree as follows:
Section 1. Recitals. The foregoing recitals are incorporated into this Agreement by
this reference.
Section 2. Defined Terms. Except for words and phrases specifically defined in this
Agreement, the capitalized words and phrases used in this Agreement have the meanings
ascribed to them in the Development Agreement.
Section 3. Construction of the Saunders Pathway. Developer must, at its sole cost
and expense, construct portions of the Saunders Pathway along Saunders Road in accordance
4865-4885-7079, v. 7 H-
with the Final Development Plan and the plans and specifications approved by the Village and
LCDOT.
Section 4. Maintenance of the Saunders Pathway. Developer must, at its sole costs
and expense, maintain the Saunders Pathway without any modification, except as specifically
approved in writing by the Village Director of Public Works and Engineering, in a first-rate
condition at all times, and free from defects and all dangerous conditions. Developer must also,
at its sole cost and expense, remove all snow from the Saunders Pathway promptly after each
snowfall, and keep the Saunders Pathway free from all debris and obstructions. All maintenance
must be performed in a good and workmanlike manner, using qualified workers and high quality
materials. Developer will be solely responsible for all elements of maintenance, including without
limitation, the prompt repair or restoration of any portion of the County Land that is disturbed
during the maintenance to a condition as good as existed prior to the maintenance.
Section 5. Village Right to Perform Maintenance. If Developer fails to maintain the
Saunders Pathway in accordance with Section 4 of this Agreement, after notice from the Village,
the Village will have the right to perform maintenance and bill Developer for its costs. Developer
must reimburse the Village for such costs within 30 days of receiving an invoice from the Village.
Section 6. Right of the Public to Use the Saunders Pathway. Developer
acknowledges and agrees that the Saunders Pathway shall be open for public use and Developer
may not bar or obstruct the public from use thereof except while conducting construction or
maintenance activities.
Section 7. Indemnification and Defense. The Developer must and agrees to
indemnify and defend the Village from and against all claims, demands, causes of action, suits,
losses, or damages (collectively "Claims') that (i) relate to the Saunders Pathway; (ii) the
construction or maintenance of the Saunders Pathway; (iii) any person's use of the Saunders
Pathway; or (iii) Developer's failure to comply with the terms of this Agreement. This
indemnification shall not apply to the gross negligence or intentional misconduct of the Village.
Section 8. Liens. Developer must keep the County Land and the Saunders Pathway
free and clear of all liens, claims, and demands, including without limitation mechanic's liens, in
connection with any construction or maintenance, and in the event a lien claim is filed against the
County Land or Saunders Pathway in connection with any construction or maintenance performed
by Developer, Developer must promptly discharge that claim.
Section 9. Prevailing Wage. Developer must comply, and will cause all contractors
constructing or maintaining the Saunders Parkway to comply, with the Illinois Prevailing Wage
Act (820 ILCS 130/0.01 et seq.). Developer acknowledges and agrees, and will take all necessary
steps to insure, that the Illinois Prevailing Wage Act applies to each contract pursuant to which
Developer will construct, or cause the construction of, the Saunders Parkway.
Section 10. Covenants Running with the Land. The rights granted in this Agreement,
the restrictions imposed by this Agreement, and the agreements and promises contained in this
Agreement shall be rights, restrictions, agreements and covenants running with the Developer
Property, shall be recorded against the Developer Property and shall be binding upon and inure
to the benefit of the Developer and the Village, and their respective heirs, executors,
administrators, successors, assigns, agents, licensees, invitees, and representatives. If any of
the rights, restrictions, agreements, or covenants created by this Agreement would otherwise be
unlawful or void for violation of (a) the rule against perpetuities or some analogous statutory
provision, (b) the rule restricting restraints on alienation, or (c) any other statutory or common law
rules imposing time limits, then such easements, rights, restrictions, agreements or covenants
4865-4885-7079, v. 7 fi-4
shall continue only until 21 years after the death of the last survivor of the now living lawful
descendants of the current Governor of the State of Illinois, J.B. Pritzker.
Section 11. Recordation. The Village may record this Agreement against the
Developer Property.
Section 12. Unenforceability. If any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect
the remainder of such provision or any other provisions hereof.
Section 13. Non -Waiver. The Village shall be under no obligation to exercise any of
the rights granted to it in this Agreement except as it shall determine to be in its best interest from
time to time. The failure of the Village to exercise at any time any such rights shall not be deemed
or construed as a waiver thereof, nor shall such failure void or affect the Village's right to enforce
such rights or any other rights.
Section 14. Joint and Several Liability. Parkway 1 and Parkway 2 agree that they
are joint and severally liable for all payments, obligations, and liabilities of Developer under this
Agreement.
Section 16. No Interpretation Against the Drafter. This Agreement is the product of
negotiations between the parties hereto represented by counsel and any rules of construction
relating to interpretation against the drafter of an agreement shall not apply to this Agreement and
are expressly waived.
[SIGNATURE PAGE FOLLOWS]
4865-4885-7079, v. 7 H-5
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of
the day and year first written above.
ATTEST: VILLAGE OF DEERFIELD, an Illinois home
rule municipal corporation
Village Clerk
ATTEST:
By:
Its: Mayor
Date:
PARKWAY TIC 1 LLC, a Delaware limited
liability company
By: By:
Its: Its:
ATTEST:
M
Its:
Date:
PARKWAY TIC 2 LLC, a Delaware limited
liability company
By:
Its:
Date:
4865-4885-7079, v. 7 H-
STATE OF ILLINOIS
SS
CKfl1P►kMto] aWTI 'A
ACKNOWLEDGMENTS
This instrument was acknowledged before me on , 20_, by
, the Mayor of the Village of Deerfield, an Illinois home rule municipal
corporation, and by , the Village Clerk of said municipal corporation.
Signature of Notary
SEAL
4865-4885-7079, v. 7 H-7
STATE OF ILLINOIS )
SS
COUNTY OF LAKE )
This instrument was
the
and by , the
SEAL
STATE OF ILLINOIS )
SS
COUNTY OF LAKE )
This instrument was
the
and by , the
acknowledged before me on , 20_, by
_ of PARKWAY TIC I LLC, Delaware limited liability company,
of said limited liability company.
Signature of Notary
acknowledged before me on , 20_, by
_ of PARKWAY TIC 2 LLC, Delaware limited liability company,
of said limited liability company.
Signature of Notary
SEAL
48654885-7079, v. 7 H-
611=31 r_1
LEGAL DESCRIPTION OF THE DEVELOPER PROPERTY
LOT 1 IN PARKWAY NORTH CENTER RESUBDIVISION NO. 2 BEING A RESUBDIVISION
OF PART OF THE NORTHWEST % OF SECTION 31, TOWNSHIP 43 NORTH, RANGE 12
EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH LOT 4, OUTLOT B AND
PART OF OUTLOT A OF PARKWAY NORTH CENTER, ACCORDING TO THE PLAT
THEREOF RECORDED MARCH 23, 1998 AS DOCUMENT 4105647, IN LAKE COUNTY,
ILLINOIS.
TOGETHER WITH
LOT 3 IN PARKWAY NORTH CENTER RESUBDIVISION NO. 4 BEING A RESUBDIVISION
OF LOT 3 IN PARKWAY NORTH CENTER RESUBDIVISION NO. 2 BEING A
RESUBDIVISION OF PART OF THE NORTHWEST % OF SECTION 31, TOWNSHIP 43
NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH LOT 4,
OUTLOT B AN PART OF OUTLOT A OF PARKWAY NORTH CENTER ACCORDING TO THE
PLAT OF SAID RESUBDIVISION RECORDED APRIL 25, 2013 AS DOCUMENT 6985836, IN
LAKE COUNTY, ILLINOIS.
PI Ns: 16-31-101-037 and 16-31-101-049
Commonly Known as: 5 and 8 Parkway North Boulevard, Deerfield, Illinois
4865-4885-7079, v. 7 H-
VILLAGE AND THE LAKE COUNTY DEPARTMENT OF TRANSPORTATION
4865-4885-7079, v. 7 H-10
EXHIBIT I
LENDER'S CONSENT AND SUBORDINATION
(and its successors and assigns, "Mortgagee"), is the holder of a certain
note made by and secured by the following documents, each from
and recorded with the Lake County Recorder of Deeds as indicated
(collectively, the "Mortgage"):
[DESCRIBE ALL APPLICABLE MORTGAGE AGREEMENTS, NOTES, AND
OTHER RELATED DOCUMENTS, EACH BY DATE OF EXECUTION, DATE OF
RECORDATION, AND RECORDED DOCUMENT NUMBER]
Mortgagee hereby consents to the execution and recording of the above and foregoing
Development Agreement (the "Agreement'), and hereby subjects and subordinates the
Mortgage to the provisions of the Agreement.
IN WITNESS WHEREOF, Mortgagee has caused this Consent and Subordination to be
signed by its duly authorized officer on its behalf on this day of ,
20 .
MORTGAGEE:
By:
4865-4885-7079, v. 7 1-1
EXHIBIT J
COMPLETION GUARANTY
J-1
4865-4885-7079, v. 7
GUARANTY
(Completion)
THIS GUARANTY (this "Guaranty") is executed effective as of February [_J, 2025,
by NICHOLAS MARIETTI("Guarantor"), for the benefit of the VILLAGE OF DEERFIELD,
an Illinois home rule municipal corporation CVillage").
RECITALS:
WHEREAS, Quadrangle Development Company, an Illinois corporation
("Quadrangle's, is the record owner of those certain parcels of real property known as 5 and 8
Parkway North Boulevard, Deerfield, Lake County, Illinois ("Property's and legally described in
Exhibit A attached to and, by this reference, incorporated herein; and
WHEREAS, the Property is approximately 10.01 acres; and
WHEREAS, Parkway TIC 1 LLC, a Delaware limited liability company ("Parkway 1'�,
and Parkway TIC 2 LLC, a Delaware limited liability company ("Parkway 2") (Parkway 1 and
Parkway 2 are, collectively, "Developer'), are the contract purchasers of the Property and will
own the Property as tenants in common; and
WHEREAS, the Property is located entirely within the Parkway North Planned Unit
Development ("Parkway PUD'; and
WHEREAS, on July 1, 1985, the Village Board adopted Ordinance No. 0-85-36
approving a final development plan for the development and maintenance of a planned unit
development, establishing the Parkway PUD, which final development plan has been amended
from time to time ( "Parkway North Final Development Plan'); and
WHEREAS, the Developer desires to redevelop the Property and construct on the
Property: (i) 132 townhomes and 12 single level apartments (collectively, "Residential
Buildings') totaling 144 rental dwelling units (collectively, the "Residential Units"), 14 of which
will be Affordable Housing Units (as defined below), with attached parking garages (collectively,
the "Parking Garages); (ii) amenities including a dog park, event pavilion, two barbecue areas,
pocket parks with pedestrian and bicycle connections, children's playground, half -court basketball
court, fire pit, and outdoor bar (collectively, the "Shared Amenities'; (iii) a surface off-street
parking lot ("Parking Lot") and related improvements (collectively, the Residential Buildings,
Residential Units, Parking Garages, Shared Amenities, and Parking Lot are the "Proposed
Development'; and
WHEREAS, in furtherance of the construction of the Proposed Development, the
Developer, with the consent of Quadrangle, filed an application with the Village seeking: (i)
approval of an amendment to the special use for the Parkway PUD; (ii) an amendment to the
Parkway North Final Development Plan; (iii) approval of a new residential planned unit
development within the Parkway PUD to permit the Proposed Development on the Property; (iv)
approval of a final development plan for the VennPoint PUD for the Property; (v) a zoning
exception from Section 12.02-H,3 of the Zoning Ordinance to permit buildings and building
balconies within the perimeter setback; (vi) a zoning exception from Section 12.02-H,l,b of the
GUARANTY (COMPLETION) — Page 1
North Parkway (VennPoint) - IL
Zoning Ordinance to allow structures to be within the setbacks between the private streets and
buildings; (vii) a zoning exception from Section 12.02-D of the Zoning Ordinance to permit the
Proposed Development to have a total area of land of 10.01 acres instead of a minimum of 11.27
acres; (viii) a zoning exception from Section 12.09-C,l,s to allow the Proposed Development to
have private streets; (ix) a zoning exception from Sections 12.024 and to allow for a maximum
building height of 45 feet; (x) a zoning exception from Section 9.02-A.6,d to allow an identification
sign to be 12 feet from the property line; and (xi) approval of a final plat of subdivision for the
Property (collectively, the "Requested Relief); and
WHEREAS, on , 2025, the Village Board approved Ordinance
granting the Requested Relief ("PUD Ordinance', which PUD Ordinance requires Developer to
enter into a subdivision and development agreement with the Village that governs the construction
of the Proposed Development ("Development Agreement"); and
WHEREAS, on , 2025, the Developer entered into the Development
Agreement with the Village, which Development Agreement is recorded against the Property with
the Lake County Recorder of Deeds as Document No. ; and
WHEREAS, the Village was not willing to grant the Requested Relief or enter into the
Development Agreement with Developer unless Guarantor unconditionally guarantees to the
Village the performance of the Guaranteed Obligations (as herein defined); and
WHEREAS, pursuant to Section 8.E of the PUD Ordinance, the Requested Relief is
conditioned upon Guarantor executing this Guaranty; and pursuant to Section 12.A of the PUD
Ordinance, the PUD Ordinance will not be effective until, among other things, Guarantor executes
and provides the Village this Guaranty.
WHEREAS, Guarantor is the owner of a direct or indirect interest in Developer and will
directly or indirectly benefit from the Village approving the Requested Relief.
NOW, THEREFORE, as an inducement to the Village to approve the PUD Ordinance
and provide the Requested Relief, as well as the Village entering into the Development Agreement
with Developer, and for other good and valuable consideration, the receipt and legal sufficiency
of which are hereby acknowledged, Guarantor, intending to be legally bound hereby, represents
and warrants to the Village and covenants and agrees with the Village as follows:
NATURE AND SCOPE OF GUARANTY
1.1 Guaranty and Agreement to be Primarily Obligated. Guarantor hereby
irrevocably and unconditionally, jointly and severally, guarantees to the Village and its successors
and assigns the performance of the Guaranteed Obligations as and when the same shall be due
under the Development Agreement. Guarantor hereby irrevocably and unconditionally covenants
and agrees that Guarantor is liable for the Guaranteed Obligations as a primary obligor.
1.2 Capitalized Terms; Definition of Guaranteed Obligations. Capitalized Terms
used in this Guaranty and not otherwise defined herein shall have the meanings ascribed to them
GUARANTY (COMPLETION) — Page 2
North Parkway (VennPoint) - IL
4936-2563-6114, v. 1
in the Development Agreement. The obligations of Guarantor set forth in this Section 1.2 and all
other liabilities and obligations of Guarantor to the Village hereunder are collectively referred to
as the "Guaranteed Obligations".
(a) Guaranty. Guarantor hereby unconditionally guarantees to and for the
benefit of the Village the full, prompt and complete performance of. (i) the completion of
all Improvements (as that term is defined in in the Development Agreement) in accordance
with the PUD Ordinance and Development Agreement; and (ii) the completion any
Structures (as that term is defined in the Development Agreement) for which construction
has been commenced in accordance with the PUD Ordinance and Development
Agreement.
(b) Obligations of Guarantor Upon Default By Developer. If Improvements are
not completed in the manner required by the PUD Ordinance and the Development
Agreement, or construction of a Structure has been commenced, but has not been
completed in accordance with the PUD Ordinance and Development Agreement, then,
provided that the Village has not revoked any required permits or entitlements, Guarantor
will, promptly upon written demand of the Village, complete the unfinished Structure in
accordance with the PUD Ordinance and Development Agreement in a diligent and
expeditious manner. In the event that Developer or a subsequent owner of the Property
requires Guarantor to satisfy any conditions to access the Property or satisfy the Guaranteed
Obligations, Guarantor agrees that it must satisfy those conditions.
1.3 Remedies. If Guarantor fails to commence performance of the Guaranteed
Obligations under this Guaranty within 30 days after receipt of written notice from the Village
requiring same, or thereafter fails to diligently achieve completion as determined by the Village in
accordance with the PUD Ordinance, Development Agreement, and Requirements of Law (as
defined in the Development Agreement), the Village shall have all remedies available to the
Village under the Development Agreement, PUD Ordinance, and applicable law, and shall be
entitled to reimbursement of all fees and expenses (including attorneys fees) associated with
enforcement of same from Guarantor.
1.4 Nature of Guaranty. This Guaranty is an irrevocable, absolute, continuing
guaranty of performance and not a guaranty of collection. This Guaranty may not be revoked by
Guarantor and shall continue to be effective with respect to any Guaranteed Obligations arising or
created after any attempted revocation by Guarantor.
1.5 Agreement and Waiver of Notice. Guarantor agrees to the provisions of the PUD
Ordinance and Development Agreement, and, to the extent not prohibited by applicable law,
hereby waives notice of, and any rights of consent to acceptance of this Guaranty or (iv) any other
action at any time taken or not taken by the Village and, generally, all demands and notices of
every kind in connection with this Guaranty, the PUD Ordinance, the Development Agreement,
and any other documents, instruments or agreements evidencing, securing or relating to any of the
Guaranteed Obligations.
GUARANTY (COMPLETION) — Page 3
North Parkway (VennPoint) - IL
4936-2563-6114, v. 1
ARTICLE II
EVENTS AND CIRCUMSTANCES NOT REDUCING
OR DISCHARGING GUARANTOR'S OBLIGATIONS
Guarantor hereby consents and agrees to each of the following, and agrees that Guarantor's
obligations under this Guaranty shall not be released, diminished, impaired, reduced or adversely
affected by any of the following, and waives any common law, equitable, statutory or other rights
(including, without limitation, rights to notice) which Guarantor might otherwise have as a result
of or in connection with any of the following:
2.1 Modifications. (i) Any renewal, extension, increase, modification, alteration or
rearrangement of all or any part of the Guaranteed Obligations, the PUD Ordinance, the
Development Agreement, or any other document, instrument, agreement, contract or
understanding between Developer and the Village or any other parties pertaining to the Guaranteed
Obligations, or any failure of the Village to notify Guarantor of any such action, (ii) any foreclosure
(or delivery of a deed in lieu of foreclosure) or any other transfer of the Property to New Owner
or any failure of the Village to notify Guarantor of any such action, or (iii) the occurrence of a
change in control of Developer, or any act, failure to act or omission by Developer or any affiliate
of Developer prior to or following any such change in control, including, without limitation, the
replacement of the general contractor or any subcontractor, or any change to the Plans.
2.2 Aduustment. Any adjustment, indulgence, forbearance or compromise that might
be granted or given by the Village to Developer, Guarantor or any other guarantor.
2.3 Condition of Developer or Guarantor. The insolvency, bankruptcy,
arrangement, adjustment, composition, liquidation, disability, dissolution or lack of power of
Developer, Guarantor or any other Person at any time liable for the payment of all or part of the
Guaranteed Obligations; or any dissolution of Developer or Guarantor, or any sale, lease or transfer
of any or all of the assets of Developer or Guarantor, or any changes in the direct or indirect
shareholders, partners or members, as applicable, of Developer or Guarantor; or any reorganization
of Developer or Guarantor.
2.4 Invalidity of Guaranteed Obligations. The invalidity, illegality or
unenforceability of all or any part of the Guaranteed Obligations, or any document or agreement
executed in connection with the Guaranteed Obligations, for any reason whatsoever, including
without limitation the fact that (i) the Guaranteed Obligations, or any part thereof, exceeds the
amount permitted by law, (ii) the act of creating the Guaranteed Obligations or any part thereof is
ultra vires, (iii) the officers or representatives executing the Development Agreement or otherwise
creating the Guaranteed Obligations acted in excess of their authority, (iv) the Guaranteed
Obligations violate applicable usury laws, (v) the creation, performance of the Guaranteed
Obligations (or the execution, delivery and performance of any document or instrument
representing part of the Guaranteed Obligations or executed in connection with the Guaranteed
Obligations, or given to secure the performance of the Guaranteed Obligations) is illegal,
uncollectible or unenforceable, or (vi) the Development Agreement has been forged or otherwise
are irregular or not genuine or authentic, it being agreed that Guarantor shall remain liable hereon
GUARANTY (COMPLETION) — Page 4
North Parkway (VennPoint) - IL
4936-2563-6114, v. 1
regardless of whether Developer or any other Person be found not liable on the Guaranteed
Obligations or any part thereof for any reason.
2.5 Other Collateral. The taking or accepting of any other security, collateral or
guaranty, or other assurance of payment and performance, for all or any part of the Guaranteed
Obligations.
2.6 Release of Collateral. Any release, surrender, exchange, subordination,
deterioration, waste, loss or impairment (including, without limitation, negligent, willful,
unreasonable or unjustifiable impairment) of any collateral, property or security, at any time
existing in connection with, or assuring or securing payment and performance of, all or any part
of the Guaranteed Obligations.
2.7 Care and Diligence. The failure of the Village or any other party to exercise
diligence or reasonable care in the preservation, protection, enforcement, sale or other handling or
treatment of all or any part of any collateral, property or security, including, but not limited to, any
neglect, delay, omission, failure or refusal of the Village (i) to take or prosecute any action for the
enforcement of any of the Guaranteed Obligations, or (ii) to foreclose, or initiate any action to
foreclose, or, once commenced, prosecute to completion any action to foreclose upon any security
therefor, or (iii) to take or prosecute any action in connection with any instrument or agreement
evidencing or securing all or any part of the Guaranteed Obligations.
2.8 Unenforceability. The fact that any collateral, security, security interest or lien
contemplated or intended to be given, created or granted as security for the performance of the
Guaranteed Obligations, or any part thereof, shall not be properly perfected or created, or shall
prove to be unenforceable or subordinate to any other security interest or lien, it being recognized,
acknowledged and agreed by Guarantor that Guarantor is not entering into this Guaranty in reliance
on, or in contemplation of the benefits of, the validity, enforceability, collectability or value of any
of the collateral for the Guaranteed Obligations.
2.9 Offset. The Guaranteed Obligations and the liabilities and obligations of Guarantor
to the Village hereunder shall not be reduced, discharged or released because of or by reason of
any existing or future claim or defense of Developer, unless the same has been finally adjudicated.
2.10 Merger. The reorganization, merger or consolidation of Developer into or with
any other Person.
2.11 Other Actions Taken or Omitted. Any other action taken or omitted to be taken
with respect to the Development Agreement, the Guaranteed Obligations, or the security and
collateral therefor, whether or not such action or omission prejudices Guarantor or increases the
likelihood that Guarantor will be required to perform the Guaranteed Obligations pursuant to the
terms hereof. It is the unambiguous and unequivocal intention of Guarantor that Guarantor shall
be obligated to perform the Guaranteed Obligations when required, notwithstanding any
occurrence, circumstance, event, action, or omission whatsoever, whether contemplated or not
contemplated, and whether or not otherwise or particularly described herein, which obligation and
Guarantor's liability hereunder shall be deemed satisfied only upon the full and final performance
GUARANTY (COMPLETION) — Page 5
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4936-2563-6114, v. 1
and satisfaction of the Guaranteed Obligations as evidenced by a Certificate of Occupancy for each
Structure that has commenced vertical construction.
2.12 Representations. The accuracy or inaccuracy of the representations and warranties
made by Guarantor herein or by Developer in the Development Agreement.
ARTICLE III
REPRESENTATIONS, WARRANTIES AND COVENANTS
To induce the Village to approve the PUD Ordinance and enter into the Development
Agreement, Guarantor represents, warrants and covenants to the Village, as of the date hereof, as
follows:
3.1 Benefit. Guarantor has received, or will receive, direct or indirect benefit from the
PUD Ordinance and Development Agreement.
3.2 Familiarity and Reliance. Guarantor is familiar with, and has independently
reviewed books and records regarding, the financial condition of Developer and is familiar with
the value of any and all collateral intended to be created as security for the performance of the
Guaranteed Obligations; provided, however, Guarantor is not relying on such financial condition
or the collateral as an inducement to enter into this Guaranty.
3.3 No Representation by the Village. Neither the Village nor any other party has
made any representation, warranty or statement to Guarantor in order to induce Guarantor to
execute this Guaranty.
3.4 Legality. To Guarantor's knowledge, the execution, delivery and performance by
Guarantor of this Guaranty and the consummation of the transactions contemplated hereunder do
not, and will not, contravene or conflict with any law, statute or regulation whatsoever to which
Guarantor is subject or constitute a default (or an event which with notice or lapse of time or both
would constitute a default) under, or result in the breach of, any indenture, mortgage, deed of trust,
charge, lien, or any contract, agreement or other instrument to which Guarantor is a party or which
may be applicable to Guarantor. To Guarantor's knowledge, this Guaranty is a legal and binding
obligation of Guarantor and is enforceable in accordance with its terms, except as limited by
bankruptcy, insolvency or other laws of general application relating to the enforcement of
creditors' rights and by general principles of equity.
3.5 Survival. All representations and warranties made by Guarantor herein shall
survive the execution hereof and satisfaction in full of the Guaranteed Obligations.
[Y'Alrelirom
SUBORDINATION OF CERTAIN INDEBTEDNESS
4.1 Subordination of All Guarantor Claims. As used herein, the term "Guarantor
Claims" shall mean all debts and liabilities of Developer to Guarantor, whether such debts and
liabilities now exist or are hereafter incurred or arise, or whether the obligations of Developer
GUARANTY (COMPLETION) — Page 6
North Parkway (VennPoint) - IL
4936-2563-6114, v. 1
thereon be direct, contingent, primary, secondary, several, joint and several, or otherwise, and
irrespective of whether such debts or liabilities are evidenced by note, contract, open account, or
otherwise, and irrespective of the Person or Persons in whose favor such debts or liabilities may,
at their inception, have been, or may hereafter be created, or the manner in which they have been
or may hereafter be acquired by Guarantor. Guarantor Claims shall include, without limitation,
all rights and claims of Guarantor against Developer (arising as a result of subrogation or
otherwise) as a result of Guarantor's performance of all or a portion of the Guaranteed Obligations.
So long as any portion of Developer's obligations under the Development Agreement or the
Guaranteed Obligations remains outstanding, Guarantor shall not receive or collect, directly or
indirectly, from Developer or any other party any amount upon the Guarantor Claims.
4.2 Claims in Bankruptcy. In the event of any receivership, bankruptcy,
reorganization, arrangement, debtor's relief, or other insolvency proceeding involving Guarantor
as debtor, the Village shall have the right to prove its claim in any such proceeding so as to establish
its rights hereunder.
4.3 Liens Subordinate. Guarantor agrees that any liens, security interests, judgment
liens, charges or other encumbrances upon Developer's assets securing payment of Guarantor
Claims shall be and remain inferior and subordinate to any liens, security interests, judgment liens,
charges or other encumbrances upon Developer's assets securing payment and performance of the
Guaranteed Obligations, regardless of whether such encumbrances in favor of Guarantor or the
Village presently exist or are hereafter created or attach. Without the prior written consent of the
Village, Guarantor shall not (i) create any Lien encumbering the Property or any interest therein,
(ii) exercise or enforce any creditor's rights it may have against Developer, or (iii) foreclose,
repossess, sequester or otherwise take steps or institute any action or proceedings (judicial or
otherwise, including, without limitation, the commencement of, or joinder in, any liquidation,
bankruptcy, rearrangement, debtor's relief or insolvency proceeding) to enforce any liens,
mortgages, deeds of trust, security interests, collateral rights, judgments or other encumbrances on
assets of Developer held by Guarantor. The foregoing shall in no manner vitiate or amend, nor be
deemed to vitiate or amend, any prohibition in the PUD Ordinance or Development Agreement
against Developer granting liens in any of its assets to any Person other than the Village or
Guarantor transferring any of its assets to any Person other than the Village.
4.4 No Limitations. Nothing contained in this Guaranty shall affect or limit the ability
of Village to enforce any of Village's rights or remedies under the PUD Ordinance, Development
Agreement, or under the applicable provisions of law.
ARTICLE V
MISCELLANEOUS
5.1 Waivers and Related Agreements. Guarantor hereby expressly waives: (i) any
right to revoke this Guaranty with respect to the Guaranteed Obligations; (ii) any right to require
the Village to do any of the following before Guarantor is obligated to pay or perform the
Guaranteed Obligations or before the Village may proceed against Guarantor: (A) sue or exhaust
remedies against Developer or any other Person liable for the Guaranteed Obligations or any
portion thereof, or (B) sue on an accrued right of action in respect of any of the Guaranteed
GUARANTY (COMPLETION) — Page 7
North Parkway (VennPoint) - IL
4936-2563-6114, v. 1
Obligations or bring any other action, exercise any other right, or exhaust any other remedy; (iii)
any right relating to the timing, manner or conduct of the Village's enforcement of rights against
Developer's assets or the collateral pledged by Developer to secure the Guaranteed Obligations,
other than rights under any applicable statute of limitations or statute of repose; (iv) if Guarantor
and Developer (or any other Person) have each pledged assets to secure the Guaranteed
Obligations, any right to require the Village to proceed first against collateral pledged by
Developer (or any other Person) before proceeding against the collateral pledged by Guarantor;
(v) promptness, diligence, notice of any default, notice of nonperformance, notice of acceleration
or intent to accelerate, demand for performance, acceptance or notice of acceptance of this
Guaranty, presentment, notice of protest, notice of dishonor, notice of the incurring by Developer
of additional indebtedness, notice of any suit or other action by the Village against Developer or
any other Person, any notice to any Person liable for the obligation which is the subject of the suit
or action, and all other notices and demands with respect to the Guaranteed Obligations and this
Guaranty; (vi) any and all rights to which Guarantor may otherwise have been entitled under any
suretyship laws in effect from time to time; and (vii) each of the foregoing rights or defenses
regardless of whether they arise under any statute or law, common law, in equity, under contract
or otherwise or under any amendments, recodifications, supplements or any successor statute or
law of or to any such statute or law.
5.2 Notices. All notices or other communications required or permitted to be given
pursuant hereto shall be in writing and shall be considered as properly given (i) if mailed by first
class United States mail, postage prepaid, registered or certified with return receipt requested;
(ii) by delivering same in person to the intended addressee; or (iii) by delivery to a reputable
independent third party commercial delivery service for same day or next day delivery and
providing for evidence of receipt at the office of the intended addressee. Notice so mailed shall
be effective upon two (2) Business Days' following its deposit (properly addressed) with the
United States Postal Service or any successor thereto; notice given by personal delivery shall be
effective only if and when received by the addressee; notice sent by a reputable commercial
delivery service shall be effective upon the transmitting parties' receipt of written verification of
delivery from such reputable commercial delivery service at the proper address indicated
hereinbelow; and notice given by other means shall be effective only if and when received at the
designated address of the intended addressee. For purposes of notice, the addresses of the parties
shall be as set forth below:
If to the Village: Village of Deerfield
850 Waukegan Road
Deerfield, Illinois 60015
Attention: Village Manager
With a copy to: Elrod Friedman LLP
325 N. LaSalle Street, Suite 450
Chicago, Illinois 60654
Attn: Benjamin L. Schuster
GUARANTY (COMPLETION) — Page 8
North Parkway (VennPoint) - IL
4936-2563-6114, v. 1
If to Guarantor:
Attn:
With a copy to: Cousino Law PLLC
206 E. Huron St., Ste. 216
Arm Arbor, MI 48104
Attn: Daniel Cousino
Any of the foregoing parties shall have the right to change its address for notice hereunder to any
other location within the continental United States by the giving of thirty (30) days' notice to the
other party in the manner set forth herein.
5.3 GOVERNING LAW. THE CONTRACTUAL AND OTHER GENERAL
AGREEMENTS EVIDENCED BY THIS GUARANTY SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS
(WITHOUT REGARD TO PRINCIPLES OF CHOICE OF LAWS OR CONFLICT OF
LAWS); PROVIDED, HOWEVER, TO THE EXTENT THAT ANY OF SUCH LAWS
MAY NOW OR HEREAFTER BE PREEMPTED BY FEDERAL LAW, SUCH FEDERAL
LAW SHALL SO GOVERN AND BE CONTROLLING. ANY ACTION OR
PROCEEDING AGAINST GUARANTOR UNDER OR IN CONNECTION WITH THIS
GUARANTY MAY, AT THE VILLAGE'S OPTION, BE BROUGHT IN ANY STATE OR
FEDERAL COURT SITTING IN LAKE COUNTY, ILLINOIS. GUARANTOR HEREBY
IRREVOCABLY (A) SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF SUCH
COURTS, (B) WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS
TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING BROUGHT IN SUCH
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM, AND
(C) CONSENTS TO THE SERVICE OF PROCESS IN ANY MANNER AUTHORIZED BY
ILLINOIS LAW. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE VILLAGE
TO BRING ANY ACTION OR PROCEEDING AGAINST GUARANTOR OR WITH
RESPECT TO ANY OF GUARANTOR'S PROPERTY IN COMPETENT COURTS IN
OTHER JURISDICTIONS. GUARANTOR AGREES THAT ANY ACTION OR
PROCEEDING BY GUARANTOR AGAINST THE VILLAGE SHALL BE BROUGHT
ONLY IN A STATE OR FEDERAL COURT SITTING IN LAKE COUNTY, ILLINOIS.
5.4 Invalid Provisions. If any provision of this Guaranty is held to be illegal, invalid,
or unenforceable under present or future laws effective during the term of this Guaranty, such
provision shall be fully severable and this Guaranty shall be construed and enforced as if such
illegal, invalid or unenforceable provision had never comprised a part of this Guaranty, and the
remaining provisions of this Guaranty shall remain in full force and effect and shall not be affected
by the illegal, invalid or unenforceable provision or by its severance from this Guaranty, unless
such continued effectiveness of this Guaranty, as modified, would be contrary to the basic
understandings and intentions of the parties as expressed herein.
GUARANTY (COMPLETION) — Page 9
North Parkway (VennPoint) - IL
4936-2563-6114, v. 1
5.5 Amendments. This Guaranty may be amended only by an instrument in writing
executed by the party against whom such amendment is sought to be enforced.
5.6 Parties Bound; Assignment. This Guaranty shall be binding upon and shall inure
to the benefit of the parties hereto and their respective successors, assigns, heirs and legal
representatives. No Guarantor shall have the right to assign or transfer its rights or obligations
under this Guaranty without the prior written consent of the Village, and any attempted assignment
without such consent shall be null and void.
5.7 Headinas. Section headings are for convenience of reference only and shall in no
way affect the interpretation of this Guaranty.
5.8 Recitals. The recital and introductory paragraphs hereof are a part hereof, form a
basis for this Guaranty and shall be considered prima facie evidence of the facts and documents
referred to therein.
5.9 Counterparts, Facsimile and Electronic Transmission. To facilitate execution,
this Guaranty may be executed in as many counterparts as may be convenient or required. It shall
not be necessary that the signature and acknowledgment of, or on behalf of, each party, or that the
signature and acknowledgment of all Persons required to bind any party, appear on each
counterpart. All counterparts shall collectively constitute a single instrument. It shall not be
necessary in making proof of this Guaranty to produce or account for more than a single
counterpart containing the respective signatures and acknowledgment of, or on behalf of, each of
the parties hereto. Any signature and acknowledgment page to any counterpart may be detached
from such counterpart without impairing the legal effect of the signatures and acknowledgments
thereon and thereafter attached to another counterpart identical thereto except having attached to
it additional signature and acknowledgment pages. This Guaranty shall become effective when it
shall have been executed by Guarantor and when the Village shall have received counterparts
hereof that, when taken together, bear the signatures of each of the parties hereto. This Guaranty,
and any and all signed certificates and other documents delivered hereunder or in connection
herewith, may be transmitted and/or signed by facsimile or e-mail transmission (e.g., "pdf' or
"tif'). The effectiveness of any such documents and signatures shall, subject to applicable Legal
Requirements, have the same force and effect as manually -signed originals and shall be binding
on all parties to this Guaranty. The Village may also require that any such documents and
signatures be confirmed by a manually -signed original thereof; provided, however, that the failure
to request or deliver the same shall not limit the effectiveness of any facsimile or e-mail document
or signature.
5.10 Rights and Remedies. If Guarantor becomes liable for any indebtedness owing
by Developer to the Village, by endorsement or otherwise, other than under this Guaranty, such
liability shall not be in any manner impaired or affected hereby and the rights of the Village
hereunder shall be cumulative of any and all other rights that the Village may ever have against
Guarantor. The exercise by the Village of any right or remedy hereunder or under any other
instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any
other right or remedy.
GUARANTY (COMPLETION) —Page 10
North Parkways (VennPoint) - II.
4936-2563-6114, v. 1
5.11 ENTIRETY. THIS GUARANTY EMBODIES THE FINAL, ENTIRE
AGREEMENT OF GUARANTOR AND THE VILLAGE WITH RESPECT TO
GUARANTOR'S GUARANTY OF THE GUARANTEED OBLIGATIONS AND
SUPERSEDES ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS, AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL,
RELATING TO THE SUBJECT MATTER HEREOF. THIS GUARANTY IS INTENDED
BY GUARANTOR AND THE VILLAGE AS A FINAL AND COMPLETE EXPRESSION
OF THE TERMS OF THE GUARANTY, AND NO COURSE OF DEALING BETWEEN
GUARANTOR AND THE VILLAGE, NO COURSE OF PERFORMANCE, NO TRADE
PRACTICES, AND NO EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS OR OTHER EXTRINSIC
EVIDENCE OF ANY NATURE SHALL BE USED TO CONTRADICT, VARY,
SUPPLEMENT OR MODIFY ANY TERM OF THIS GUARANTY. THERE ARE NO
ORAL AGREEMENTS BETWEEN GUARANTOR AND THE VILLAGE.
5.12 WAIVER OF RIGHT TO TRIAL BY JURY. TO THE EXTENT NOT
PROHIBITED BY APPLICABLE LAW, GUARANTOR HEREBY AGREES NOT TO
ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND
WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY
SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS
GUARANTY, THE PUD ORDINANCE, OR THE DEVELOPMENT AGREEMENT, OR
ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION
THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN
KNOWINGLY AND VOLUNTARILY BY GUARANTOR, AND IS INTENDED TO
ENCOMPASS DISCRETELY EACH INSTANCE AND EACH ISSUE AS TO WHICH
THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. THE VILLAGE
IS HEREBY AUTHORIZED TO FILE A COPY OF THIS PARAGRAPH IN ANY
PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY GUARANTOR.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK. SIGNATURE PAGE
FOLLOWS.]
GUARANTY (COMPLETION) — Page 11
North Parkway (VennPoint) - IL
4936-2563-6114, v. 1
EXECUTED to be effective as of the date first written above.
GUARANTOR:
Nicholas Marietti
STATE OF )
) SS.
COUNTY OF )
This Guaranty was acknowledged before me on , 2025, by
Nicholas Marietti, which individual is known to me to be the identical person who signed
the foregoing instrument, and that he executed the same as his free and voluntary act
and deed, for the uses and purposes herein mentioned.
Given under my hand and official seal this day of , 20_
Notary Public
My Commission expires:
SEAL
4936-2563-6114, v. 1
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
LOT 1 IN PARKWAY NORTH CENTER RESUBDIVISION NO. 2 BEING A
RESUBDIVISION OF PART OF THE NORTHWEST 1/ OF SECTION 31, TOWNSHIP 43
NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, TOGETHER WITH
LOT 4, OUTLOT B AND PART OF OUTLOT A OF PARKWAY NORTH CENTER,
ACCORDING TO THE PLAT THEREOF RECORDED MARCH 23, 1998 AS DOCUMENT
4105647, IN LAKE COUNTY, ILLINOIS.
TOGETHER WILOT 3 IN PARKWAY NORTH CENTER RESUDIVISION NO. 4 BEING A
RESUBDIVISION OF LOT 3 IN PARKWAY NORTH CENTER RESUBDIVISION NO. 2
BEING A RESUBDIVISION OF PART OF THE NORTHWEST 1/ OF SECTION 31,
TOWNSHIP 43 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN,
TOGETHER WITH LOT 4, OUTLOT B AN PART OF OUTLOT A OF PARKWAY NORTH
CENTER ACCORDING TO THE PLAT OF SAID RESUBDIVISION RECORDED APRIL 25,
2013 AS DOCUMENT 6985836, IN LAKE COUNTY, ILLINOIS.
PINs: 16-31-101-037 and 16-31-101-049
Commonly Known as: 5 and 8 Parkway North Boulevard, Deerfield
4936-2563-6114, v. 1
.AT INFORMATION SHEET
NUMBER OF PLAT PAGES
SECTION I TOWNSHIP
LEGAL DESCRIPTION
ECK (�) TYPE OF PLAT:
zi ANNEXATION/DISCONNECTION
j CONDOMINIUM
DEDICATION
.� EASEMENT
VACATION
u OTHER
Image# 064801790002 Type: PLE
Recorded: 06/25/2025 at 12:43:17 PM
Receipt#: 2025-00029026
Page 1 of 2
Fees: $70.00
IL Rental Housing Fund: $18.00
Lake County IL
Anthony Vega Lake County Clerk
File8 10595 6
RANGE
1a
zi SUBDIVISION (enter subdivision name on line below)
IF THE PLAT RECORDED WAS LARGER THAN 11" X 17", THE
ATTACHED COPY HAS BEEN REDUCED FROM A SCANNED IMAGE.
ORIGINAL SCALE PAPER COPIES OR DIGITAL IMAGE FILES ARE
ALSO AVAILABLE FOR PURCHASE — PLEASE CALL (847) 377-2575
FOR MORE INFORMATION
U:\Forms\Platlnfo\Plat Information Coversheet for Scanning.docx
Revised: December 1, 2022 8:30AM
SITE a
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VICINITY MAP
NOT TO SCALE
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PLAT OF EASEMENT GRANT & VACATION P.I.N. 18-31-101-M
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Parkway North 5 & 8 Recordee: 95/zAlzo25 et 12 aA:1T PM THIS PUT HAS BEEN SUBMITTED FOR
peoelptN: 2�2A-W929928 RECORDING BY AND "Ml11L•TO":
8�o.0o NAME: HUGE OF DEERFIELD CLERK
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PART OF THP NORTHWEST 114 OF SECTION 31, TOWNSHIP 43 NORTH, RANGE 12 EAST OF THE Anthony Vepe Leke County clerk DEERFIELO, ILBW13
THIRD PRINCIPAL MERIDIAN, IN LAKE COUNTY, ILLINOIS. Ft1e$105956
OUTLOT A
S89' 58' 42"E
(S89' 51' 52-E)
GRAPHIC SCALE
8105956
06/25/2025 1" = 46'
BASIS OF BEARINGS
THE BASIS OF BEARINGS IS THE STATE PLANE
COORDINATE SYSTEM (SPCS) NAD 83 (2007) ZONE 1201
(ILLINOIS EAST) WITH PROJECT ORIGIN AT:
LATITUDE: 42-09-58.27486 N
LONGR'UDE: 87.52-54.02929 W
ELLIPSOID HEIGHT: 568.423
GROUND SCALE FACTOR 1.0000349023
ALL MEASUREMENTS ARE ON THE GROUND.
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15-FOOT WIDE SANITARY SEWER
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EASEMENT HERETOFORE GRANTED
5
BY DOC. 8094105 IS "HEREBY VACATED'
("DOT'HATCH)
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10' COMMON AREA SANITARY
— - EASEMENT PER DOC. 7237538
(N89' 51' 52"N) N89' 58' 42'W N7B° 123T E
_ 33T
6.38,
12' 37"E
15-FOOT WIDE SANITARY SEWER
EASEMENT HEREBY GRANTED
("CROSS" HATCH)
LOT 1
PARKWAY NORTH CENTER RESUBDIVISION NUMBER 4
DOCUMENT NO.6985836
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DOC.
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OWNER'S CERTIFICATE
STATE OF ILLINOIS )
COUNTY OF I nL e ) SS
THIS IS TO CERTIFY THAT THE UNDERSIGNED IS (ARE) THE LEGAL OWNER(S) OF THE LAND
DESCRIBED AND HAS CAUSED THE SAME TO BE PLATTED AS INDICATED ON THE -ATTACHED
PUT, FOR THE USES AND PURPOSES THEREON SET FORTH, AND "DOES HEREBY
ACKNOWLEDGE AND ADOPT THE SAME ON THE STYLE AND TITLE TII(UWI(IIIPICATED.
IN WITNESS WHEREOF HEREUNDER SET HAND(S) AND SEALIS)
THIS,'�6 DAYOFJ> -,A.D.202?
OWNER: gn. s . Y'.ACd $,vu.4,, �pOCEet<
TITLE: �i4AAi1�DfL7Cad .. J - r'at :C,
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PRINTED RXIJE & ADDRESS:
is'
NOTARY PUBLIC CERTIFICATE
STATE OF ILLINOIS I
)SS
COUNTY OF LAV- )
1, F-Gat�V t�At`^1o�t• i;'(1—Z-WA NOTARY PUBLIC, IN AND FOR SAID COUNTY, AND
STATE AFORESAID, DO HEREBY CERTIFY THAT (� '
TITLE) KkOF�)C�ry.nr��tl
PERSONALLY KNOWN TO ME TO BE THE SAME PERS N(S) WHOSE NAME(S)-SUBSCRIBED TO THE •'
FOREGOING INSTRUMENT AS SUCH OWNER(S), APPEARED BEFORE ME THIS DAY IN PERSON
AND ACKNOWLEDGED THAT SIGNED AND DELIVERED THE ANNEXED PLAT AS OWN FREE AND
VOLUNTARY ACT FOR THE USES AND PURPOSES THEREIN SET FORTH.
GIVEN UNDER MY HAND AND NOTARIAL BEAL THIS 2SDAY OF �uvit A,D.20 ZS
AT Ot"4ltta ILLINOIS.
L V-7 oekws.w
NOTARY PUBLIC aTa>w+roaellrwr
°e,/Y AAIk R6 e11111M
MY COMMISSION EXPIRES: MA—cM 17 101
ED
AS PRESENTED
CWp1Y Clerk
SANITARY SEWER EASEMENT PROVISIONS
' AN EASEMENT IS HEREBY RESERVED AND GRANTED TO LAKE COUNTY PUBLIC WORKS AND ITS
SUCCESSORS AND/OR ASSIGNS IN, UPON, ACROSS, UNDER AND THROUGH THE AREAS
LABELED "SANITARY SEWER EASEMENT HEREBY GRANTED" ON THIS PLAT FOR THE PERPETUAL
RIGHT, PRNILEGE AND AUTHORITY TO CONSTRUCT, RECONSTRUCT, REPAIR, REMOVE,
INSPECT, MAINTAIN AND OPERATE A SANITARY SEWER WITH ANY AND ALL NECESSARY
EQUIPMENT AND APPURTENANCES OVER, UPON, UNDER AND THROUGH SAID INDICATED
EASEMENTS, TOGETHER WITH RIGHT OF ACCESS ACROSS THE PROPERTY, FOR NECESSARY
MEN AND EQUIPMENT TO DO ANY OF THE ABOVE WORK, THE SANITARY SEWER AND OTHER
INSTALLATIONS UNDER THIS EASEMENT SHALL BE LOCATED UNDERGROUND, EXCEPT FOR
VALVES AND OTHER NECESSARY SURFACE APPURTENANCES, LOCATIONS OF OTHER UTILITY
INSTALLATIONS WITHIN THE EASEMENT SHALL BE SUBJECT TO THE APPROVAL OF LAKE
COUNTY PUBLIC WORKS, AS TO DESIGN AND LOCATION. ALL INSTALLATIONS ARE SUBJECT TO
THE ORDINANCES OF LAKE COUNTY PUBLIC WORKS.
THIS EASEMENT SHALL INCLUDE THE RIGHT TO ENTER THE SUBDIVIDED PROPERTY FOR ALL
SUCH PURPOSES, AND THE RIGHT WITHOUT LIABILITY TO CUT, TRIM, ALTER, OR REMOVE ANY
VEGETATION, ROOTS, STRUCTURES OR DEVICES WITHIN THE DESIGNATED EASEMENT
PROPERTY AS MAY BE REASONABLY REQUIRED INCIDENT TO THE RIGHT HEREIN GIVEN. AFTER
ANY ENTRY GRANTEE SHALL PROMPTLY RESTORE THE EASEMENT PARCEL AND ANY OTHER
AFFECTED PORTION OF GRANTOR'S PROPERTY TO THE GRADE EXISTING PRIOR TO SUCH
ENTRY, INCLUDING A PROPER APPLICATION OF TOPSOIL FOR LANDSCAPED AREAS OR PAVING
OR CONCRETE AS APPLICABLE FOR HARDSCAPE AREAS, AND THE COUNTY SHALL HYDROSEED
OR SOD ANY DISTURBED GRASS AREAS. EXCEPT IN THE EVENT OF AN EMERGENCY, THE
VILLAGE WILL USE REASONABLE EFFORTS TO GIVE OWNER PRIOR NOTICE OF LAKE COUNTY
PUBLIC WORKS INTENTION TO PERFORM ANY WORK PURSUANT TO THIS EASEMENT.
WITHOUT PRIOR WRITTEN CONSENT OF GRANTEE, NO BUILDINGS, STRUCTURES, OR OTHER
OBSTRUCTION SHALL BE CONSTRUCTED, PLANTED, OR PLACED IN ANY SUCH EASEMENT
AREAS, NOR SHALL ANY OTHER USES BE MADE THEREOF WHICH WILL INTERFERE WITH THE
EASEMENT RESERVED AND GRANTED HEREBY, BUT SAID EASEMENT AREA MAY BE USED FOR
DRIVEWAYS, SIDEWALKS, OTHER PAVED AREAS, LANDSCAPING AND OTHER PURPOSES THAT
DO NOT INTERFERE WITH LAKE COUNTY PUBLIC WORKS RIGHTS UNDER THIS EASEMENT,
(S75- 24' 19-W)
S75° 17' 30'W
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—
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UNDERLYING LOT LINE
EXISTING EASEMENT LINE
- — — — — — — -
PROPOSED EASEMENT LINE
-
CENTER LINE
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COUNTY RECORDER CERTIFICATE
STATE OF ILLINOIS I
)SS
COUNTY OF LAKE I
THIS INSTRUMENT NO. WAS FILED FOR RECORD IN THE RECORDER'S
OFFICE OF LAKE COUNTY, ILLINOIS AFORESAID ON THE _ DAY OF , A.D. 20_
AT O'CLOCK_M.
LAKE COUNTY RECORDER
SURVEYOR'S CERTIFICATE
STATE OF ILLINOIS I
I SS
COUNTY OF DUPAGE I
1, CHARLES W. BARTOSZ, AN ILLINOIS PROFESSIONAL LAND SURVEYOR DO HEREBY CERTIFY THAT
THE PLAT HEREON DRAWN WAS PREPARED AT AND UNDER MY DIRECTION. ALL DIMENSIONS SHOWN
ARE IN FEET AND DECIMAL PARTS THEREOF,
GIVEN UNDER MY HAND AND SEM THIS 18TH DAY OF JUNE, A.D., 2025
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CHARLES W. BARTOS
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; � PROFESSIONAL
ILLINOIS PROFESSIONAL LAND SURVEYOR
MY LICENSE EXPIRES ON NOVEMBER 30. 2026
�_ SVRVeroR 3
V3 COMPANIES, LTD. PROFESSIONAL DESIGN FIRM NO. 181000902
• STATE OF
ILLINOIs
THIS DESIGN FIRM NUMBER EXPIRES APRIL 30, 2027.
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( PREPARED FOR,
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Woodridge, IL 60517 VennPoint Real Estate
centits0724.92D0 voice 2250 Pr re>'s Parkwa
630.724.0394 fax °0 yParkway
v3co.com Schaumburg, IL 60173
312.883.1207
NO,
DATE
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DESCRIPTION
—
PLAT OF EASEMENT GRANT & VACATION Project No:
- -- - __ _
98031.0506V
North 5 & 8, Deerfield, IL G—PNa: VP10.2
�DRAF-71NG
06-18-26
: NIA
DRAWN BY: SPK PROJECT MANAGER: CWt9
CHECKED BY: CWB f SCALE: 1— 40'
SHEET NO.
1 o/ 1