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2016-12-19 - Ordinance 2016-065 - APPROVING DEV AGREEMENT AND 2ND AMENDMENT TO ANNEXATION AGREEMENT FOR SANTUCCI/VENTRELLA PROPERTY - SHOPS OF BGANNEXATION AGREEMENT FOR THE SANTUCCl/VENTRELLA PROPERTY VILLAGE OF BUFFALO GROVE, Amendment to Annexation Agreement (hereinafter referred to as the "Agreement") consists of a parcel of approximately 25 acres situated at the northwest and southwest corners of Deerfield Parkway and Milwaukee Avenue; and, September 10, 1990 (hereinafter referred to as the "Original ne atio ree a t") for the property known as the Santucci property, comprising several development tracts including the Property designated for Rareness Plaza at the northwest and southwest corners of Deerfield Parkway and Milwaukee venue; and, WHEREAS, the Village enacted Ordinance No. 2 -55, dated September 24, 2007, approving a First Amendment to the Original Annexation Agreement (hereinafter referred to as t "First Amendment") for the property known as the Bareness Plaza property; and, WHEREAS, an application has been sub - Village seeking the approval of F VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS: Section 1. The Agreement, a copy of which is attached hereto and made a part hereof as Exhibit A, is approved. Section 2. The President and Clerk of the Village are hereby authorized to execute said Agreement on behalf of the Village of Buffalo Grove. Section 3. This Ordinance shall be in full force and effect from and after its passage and approval, This Ordinance shall not be codified. AYES: 6 - Berman, Trilling, Ottenheimer, Stein, Johnson, Weidenfeld DAYS: 0 - None ABSENT: 0 - None PASSED: December 19, 2016 APPROVED: December 19, 2016 ATTEST: APPROVED. Village Clerk =oil, V"illage P"resident This document was prepared by: Christopher Stilling Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove, IL 60089 TW PROPERTY ■ f ■kj ) f ' ■ ■ M ■ f ' A ' This document has been jointly prepared by-. William G. Raysa Tressler LLP 233 South Wacker Drive, 22d Floor Chicago, IL 60606 MN Harold W. Fourche Meltzer, Purtill & Stelle, LLC 1515 E. Woodfield Road, Suite 250 Schaumburg, EL 60173 After recording mail to: Village Clerk Village of Buffalo Grove 50 Realm Boulevard Buffalo Grove, IL 60089 DEVELOPMENT AGREEMENT AND SECOND AMENDMENT TO ANNEXATION AGREEMENT FOR THE SANTUCCUVENTRELLA PROPERTY VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES.ILLINOIS This DEVELOPMENT AGREEMENT AND SECOND AMENDMENT TO ANNEXATION AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into as of the Effective Date (as hereinafter defined) by, between and among the VILLAGE OF BUFFALO GROVE (hereinafter referred to as "Village"), by and through the President and Board of Trustees of the Village (hereinafter collectively referred to as the "Corporate Authorities"), PB & J XXXIIL LLC, an Illinois limited liability company (hereinafter referred to as "Owner"), WOODMAN'S FOOD MARKET, INC., a Wisconsin corporation authorized to do business in Illinois (hereinafter referred to as "Woodman's"), and SHOREWOOD DEVELOPMENT GROUP, LLC (hereinafter referred to as 134958, 001: 02009881DOC: 6 ; "SDG") (Woodman's and SING are hereinafter collectively referred to as "Developers"). The Village, Owner and Developers are hereinafter sometimes referred to individually as a "Party" and collectively to as the "Parties". WITNESSETH: WHEREAS, the Village is a Home Rule Unit by virtue of the provisions of the 1970 Constitution of the State of Illinois; and, WHEREAS, the real property that is the subject of this Agreement consists of a parcel of approximately 25 acres situated at the northwest and southwest comers of Deerfield Parkway and Milwaukee Avenue that is owned by Owner, legally described in Exhibit "A" attached hereto and depicted on Exhibit "B" attached hereto (hereinafter referred to as the "Property"); and, WHEREAS, the Village enacted Ordinance No. 90-55 approving an annexation agreement dated September 10, 1990 (hereinafter referred to as the "Original Annexation Agreement") for the property known as the Santucci property, comprising several development tracts including the Property designated for Berenesa Plaza at the northwest and southwest comers of Deerfield Parkway and Milwaukee Avenue; and, WHEREAS, the Original Annexation Agreement designated the Property for commercial development and provided for the zoning of the northwest comer parcel and the eastern portion of the southwest comer parcel in the B-3 Planned Business Center District and the zoning of the westem portion of the southwest comer parcel in the O&R, Office and Research District; and, WHEREAS, the Village enacted Ordinance No. 2007-55, dated September 24, 2007, approving a First Amendment to the Original Annexation Agreement (hereinafter referred to as the "First Amendment") for the property known as the Berenesa Plaza property and confirming the zoning of the northwest corner and the eastern portion of the southwest comer parcel in the B-3 Planned Business Center District and the zoning of the western portion of the southwest. corner parcel in the O&R, Office and Research District; and, WHEREAS, SDG, as contract purchaser of the Property, has submitted an application to the Village seeking (1) the approval of a development agreement and a second amendment to the Original Annexation Agreement, as amended by the First Amendment (hereinafter collectively referred to as the "Amended Annexation Agreement"); (2) the rezoning of the western portion of the southwest comer parcel from the O&R Office and Research District to the B-3 Planned Business Center District N (34958: 001: 02008883,DOC :6 ) (hereinafter referred to as the "Requested Rezoning"); and (3) the approval of. (a) a master development plan for the Property, a copy of which is attached hereto as Exhibit "C" (hereinafter referred to as the "Master Plan"); (b) a special use for Planned Unit Development for the Property; (c) a preliminary plat of subdivision for the Property, a copy of which is attached hereto as Exhibit "D" (hereinafter referred to as the "Preliminary Plat of Subdivision"); (d) the preliminary development plans, architectural renderings and plans, and sign packages described below (hereinafter collectively referred to as the "Preliminary Plans"); (e) the special use permits described below; and (f) the variations from the Buffalo Grove Municipal Code described below, all to facilitate the construction of a mixed -use commercial development on the Property in the manner depicted on the exhibits to this Agreement (hereinafter refer -red to as the "Development") (the approvals described in the foregoing Paragraphs 3(a) through 3(f) being hereinafter collectively referred to as the "Requested Approvals"); and, WHEREAS, the Master Plan identifies the Property as consisting of three separate development parcels, referred to on the Master Plan and in this Agreement as "Parcel l". "Parcel 2'7 and "Parcel 3"; and, WHEREAS, Woodman's is the contract purchaser of Parcel I and Parcel 2; and, WHEREAS, Woodman's desires to construct an approximately 242,000 square foot grocery store along with a fuel center, convenience store, quick lube and carwash on Parcel I and provide for the future development of Parcel 2; and, WHEREAS, SDG desires to develop approximately 44,000 square feet of commercial and office uses with multiple drive -through establishments and a bank with a drive -through on Parcel 3, and, WHEREAS, Woodman's and SDG seek to provide for the development of the Property in accordance with and pursuant to the following plans and exhibits-, EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT H EXHIBIT I EXHIBIT I 134958: 001:02008381DOC :6 ) Parcel I Preliminary Plan Parcel 3 Preliminary Plan Parcel I Preliminary Engineering Plan Parcel 3 Preliminary Engineering Plan Parcel I Preliminary Landscaping Plan Parcel 3 Preliminary Landscaping Plan P EXHIBIT K Parcel I Architectural Renderings and Plans EXHIBIT L Parcel 3Architectural Renderings and Plans EXHIBIT M Parcel I Sign Package EXHIBIT N Parcel 3 Sign Package; and, WHEREAS, the Village's Corporate Authorities, pursuant to the provisions of Section 5111-15.1-1 et seq. of the Illinois Municipal Code (65 ILCS 5111-15.1-1 at seg.) and the Village's Home Rule powers, have considered the approval of this Agreement at a public hearing which was held pursuant to notice, as and to the extent required by law; and, WHEREAS, pursuant to due notice and advertisement, the Village's Planning & Zoning Commission held a public hearing on the Requested Rezoning and the application for approval of the Requested Approvals; and, WHEREAS, at the conclusion of the aforesaid public hearing, based on the testimony and exhibits presented at the public hearing, the Planning & Zoning Commission voted 8 to 0 to recommend to the Corporate Authorities that they approve the Requested Rezoning and grant the Requested Approvals; and, WHEREAS, the Corporate Authorities, after due and careful consideration, have concluded that the development of the Property in the manner contemplated by the Master Plan, the Requested Approvals and the terms and conditions of this Agreement will serve the best interests of the Village. NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Ince oration of Recitals. The Parties acknowledge the accuracy of the foregoing recitals and incorporate them into this Agreement as if restated in their entirety in this Paragraph 1. 2. Effective Date, The "Effective Date" of this Agreement shall be the date of its execution by the Village. Notwithstanding the foregoing, the Village shall have the right to rescind its approval of this Agreement and declare it null and void if; (i) Developers fail to inform the Village by notice (hereinafter referred to as an "Acquisition Notice") by July 31, 2017, or by such later date as the Village may approve (which approval shall not require a further amendment to this Agreement), that they or their nominees have acquired 11 134958: 00t: 02008883.DOC:6 ) the Property; (it) the Village provides written notice to Developers of its intent to declare this Agreement null and void (hereinafter referred to as a "Termination Notice"); and (iii) Developers fail to provide the Village an Acquisition Notice within 45 days of the effective date of a Termination Notice, This Agreement shall supersede the Amended Annexation Agreement in its entirety from and after the date of the Acquisition Notice, This Agreement shall not be recorded against title to the Property until the Village has received the Acquisition Notice. 3. Owner Exculpation. The Village acknowledges that Owner is executing this Agreement solely because the law may require that it do so as owner of the Property. The Village fia-ther acknowledges that Owner shall have no liability for the performance of any of the Developers' obligations under this Agreement. 4. ARp3royal of Re Auested Reza Other Immediately following the adoption of an ordinance authorizing the Village's execution of this Agreement, the Corporate Authorities shall adopt an ordinance in the form of Exhibit "0" attached hereto which rezones Parcel 2 from the O&R, Office and Research District to the B-3 Planned Business Center District, approves a special use for Planned Unit Development for the Property and the Preliminary Plans, and approves the special use permits and variations from the Buffalo Grove Municipal Code set forth in Sections 5 and 6 below (hereinafter referred to as the "Rezoning Ordinance"). The Village shall not amend or repeal the Rezoning Ordinance as it pertains to Parcel I and Parcel 2 without the consent of Woodman's or its successors for so long as Woodman's or those successors own any portion of either of such parcels, and it shall not amend or repeal the Rezoning Ordinance as it pertains to Parcel 3 without the consent of SOO or its successors for so long as SDG or those successors own any portion of such parcel. The Village may amend the Rezoning Ordinance with respect to Parcel I and Parcel 2 on the application of Woodman's alone, and it may amend the Rezoning Ordinance with respect to Parcel 3 on the application of SDG alone. S. ARRDrro2xvaalLo2fLFinal Plat aoff,Sub�divisio�n and Final Plans/Plan Amend ments/Conflicts. A. The Corporate Authorities agree to promptly approve a final plat of subdivision, final engineering plans and final landscaping plans for the Property N (34958: 001: 02008883,DOC -6 ) (hereinafter collectively referred to as "Final Plans") provided said Final Plans substantially conform to, respectively, the Preliminary Plat of Subdivision and the Preliminary Plans, the terms of the Rezoning Ordinance and all Applicable Village Codes and Ordinances. The to "Applicable Village Codes and Ordinances", as used in this Agreement, shall mean the codes and ordinances in the Buffalo Grove Municipal Code as of the Effective Date of this Agreement and as they may be amended from time tot` e except to the extent relief under or from those codes and ordinances has been granted by the Village by the adoption of the Rezoning Ordinance, and except further that, with respect to the portion of the Development that Woodman's intends to construct on Parcel 1, such to shall include and incorporate: (i) the Buffalo Grove Zoning Ordinance, as the same exists as of the Effective Date of this Agreement (hereinafter referred to as the "Zoning Ordinance"), and (ii) the Development Ordinance of the Village of Buffalo Grove, as the same exists as of the Effective Date of this Agreement. B. Amendments to Final Plans. If Developers desire to make changes to the approved Final Plans, such changes will require, if required by the Zoning Ordinance, the submission of amended plans, together with proper supporting documentation, to the Planning & Zoning Commission and/or the Corporate Authorities to consider such changes. The Village Manager, at his or her discretion, is hereby authorized to approve or changes to the Final Plans which he or she deems necessary or appropriate, the Village and Developers agreeing that changes shall be deemed minor unless they-, i. increase the floor area of any building by more than five percent (5%); or ii. increase the total ground area covered by buildings by more than five percent (50/6). C. Conflicts. In the event of a conflict between the provisions of this Agreement (including its exhibits) and the Rezoning Ordinance, on the one hand, and the provisions of Applicable Village Codes and Ordinances, on the other hand, the former shall supersede and control. In the event of a conflict between the text of this Agreement and an exhibit to this Agreement, the former shall control. This paragraph pertains only to the construction of the Development, as it is depicted on and described by the exhibits attached to this Agreement. 6 (34958: 001: 02008883. DOC :6 ) 6. Drovid ecial Use Permit and Variations for Parcel 1. The Rezoning Ordinance shall approve the following special use permit and variations from the Buffalo Grove Municipal Code for Parcel 1: A. Zomll&f}rdinat . i° a special use permit for an Automobile Laundry, as defined in Section 17.12.040 of the Zoning Ordinance; it° a variation from the provisions of Section 17.44.040 of the Zoning Ordinance to reduce the otherwise required building and parking lot setbacks to those which are depicted on the Master Plan (Exhibit "C'"), which variations may be increased administratively by Village staff once the Village and Woodman's know the extent of the Perimeter Rights -of - Way (as hereinafter defined); iii, a variation from the provisions of Section 17.44.040 of the Zoning Ordinance to reduce the otherwise required perimeter and landscaping setbacks to those which are depicted on the Master Plan (Exhibit "C'.), which variations may be increased administratively by Village staff once the Village and Woodman's know the extent of the Perimeter Rights -of - Way; iv° a variation from the provisions of Section 17.32.020 of the Zoning Ordinance to allow multiple accessory structures in the front and side yard, as depicted on the Parcel 1 Preliminary Plan (Exhibit "E"); v, a variation from the provisions of Section 17.36,030 of the Zoning Ordinance to allow driveways to exceed the maximum width of thirty-five feet (35') as and to the extent depicted on the Parcel I Preliminary Plan (Exhibit"E"); and vi, a variation from the provisions of Section 17.36.030 of the Zoning Ordinance regarding the dimensional requirements for parking lot design to allow for the construction of parking stalls that are eighteen feet (1 8') in length and drive aisles that are twenty-four feet (24') in width in the parking lot Woodman's intends to construct on Parcel 1; and I (34958: Oft 02009883.DOC :6 ) B. Sign code. i, a variation from the provisions of Chapter 14-16 of the Sign Code to allow for the installation on Parcel I of a number of wall signs and canopy signs which exceeds the otherwise maximum allowable number of wall signs and canopy signs, as shown on the Parcel I Sign Package (Exhibit "M"); ii> a variation from the provisions of Chapter 14.16 of the Sign Code to allow multiple wall signs and canopy signs to exceed the otherwise permitted maximum size, as and to the extent shown on the Parcel I Sign Package (Exhibit "M"); iii° a variation from the provisions of Chapter 14.16 of the Sign Code to allow ground signs to encroach into the required front and comer side yard setback, as and to the extent depicted on the Parcel I Preliminary Plan (Exhibit E") or as needed and approved by the Village to reflect the dedication or conveyance of the Perimeter Rights -of -Way; iv° variations from the provisions of Chapters 14.16 and 14.20 of the Sign Code to allow multiple Electronic Vehicle Fuel Signs to exceed the otherwise allowed maximum height and size, as and to the extent shown on the Parcel I Sign Package (Exhibit "M") ; and ve a variation from the provisions of Chapter 14.16 of the Sign Code to permit multiple ground signs and allow them to be closer than 250 feet, as and to the extent shown on the Parcel I Sign Package (Exhibit "M"). 7. roval of Seecial Use Permits and Variations for Parcel 3. The Rezoning Ordinance shall approve the following special use permits and variations from the Buffalo Grove Municipal Code for Parcel 3: A. Zoning .QKdLinance. i° a special use permit for a bank with a drive -through facility as depicted on the Parcel 3 Preliminary Plan (Exhibit "F"); ii° a special use permit for multiple drive -through restaurants as depicted on the Parcel 3 Preliminary Plan (Exhibit "F"); iii, a variation from the provisions of Section 17,44.040 of the Zoning I (34958: 001:02008881DOC :6 ) Ordinance to reduce the otherwise required building and parking lot setbacks to those which are depicted on the Master Plan (Exhibit 44C.1), which variations may be increased administratively by Village staff once the Village and SDG know the extent of the Perimeter Rights -of -Way; iv. a variation from the provisions of Section 17.44.040 of the Zoning Ordinance to reduce the otherwise required perimeter and landscaping setbacks to those which are depicted on the Master Plan (Exhibit"C"), which variations may be increased administratively by Village staff once the Village and SDG know the extent of the Perimeter Fights -of Way-, and v. a variation from the provisions of Section 17.36.030 of the Zoning Ordinance regarding the dimensional requirements for parking lot design to allow for the construction of parking stalls that are eighteen feet (18') in length and drive aisles that are twenty-four feet OW) in width in the parking lot SDG intends to construct on Parcel 3, as depicted on the Parcel 3 Preliminary Plan (Exhibit "F"). B. 5ka Code. i, a variation from the provisions of Chapter 14.16 of the Sign Code to allow for the installation on Parcel 3 of a number of wall signs and canopy signs which exceeds the otherwise maximum allowable number of wall signs and canopy signs, as shown on the Parcel 3 Sign Package (Exhibit "N"); and ii. a variation from the provisions of Chapter 14.16 of the Sign Code to allow multiple wall signs and canopy signs to exceed the otherwise permitted maximum size, as shown on the Parcel 3 Sign Package (Exhibit "N")and HL a variation from the provisions of Chapter 14,16 of the Sign Code to allow a ground sign to encroach into the required bunt and comer side yard setback, as and to the extent shown on the Parcel 3 Preliminary Plan (Exhibit "F") or as needed and approved by the Village to reflect the dedication or conveyance of the Perimeter Rights -of -Way, and iv. a variation from the provisions of Chapter 14.16 of the Sign Code to allow multiple ground signs to exceed the maximum size and height allowed, as 0 (34958: 001: 02008881DOC .6 ) and to the extent shown on the Parcel 3 Sign Package (Exhibit "N"); and v° variations from the provisions of Chapters 14.16 and 14.20 of the Sign Code to allow multiple menu boards to exceed the maximum height and size, as and to the extent shown on the Parcel 3 Sign Package (Exhibit "N"); and vi, a variation from the provisions of Chapter 14.16 of the Sign Code to permit multiple ground signs and allow them to be closer than 250 feet, as and to the extent shown on the Parcel 3 Sign Package (Exhibit "N") or as needed and approved by the Village to reflect the dedication or conveyance of the Perimeter Rights -of -Way, 8. 1rn rovement of the Pr A. Construction of Development. If Developers proceed with the construction of the Development on the Property, they shall do so in accordance with the terms of this Agreement, the Rezoning Ordinance and all Applicable Village Codes and Ordinances. Developers shall submit a final plat of subdivision for the Property to the Village for its review and approval prior to the commencement of construction of the Development on the Property. The Village agrees that Developers shall have the right to commence such construction following the approval of such final plat by the Corporate Authorities and prior to its recording. B. The Village acknowledges that Woodman's intends to sell packaged liquor at the grocery store it seeks to construct on Parcel I pursuant to the Parcel I Preliminary Plan (Exhibit "E") and that, as a matter of principle and overall Village planning, it has no objection to the sale of alcohol in grocery stores. For that reason, the Village agrees to reasonably consider liquor license applications Woodman's submits to the Village and to promptly issue such licenses if the Village reasonably determines that Woodman's has satisfied all requirements for such issuance established by the Buffalo Grove Municipal Code and the Illinois Liquor Control Act. C. Any future development on Woodman's Parcel 2 shall confonn to the regulations of the B-3 Planned Business a (34958- 001: 02008883 DOC :6 ] Center District and other applicable provisions of the Zoning Ordinance, In addition, Village staff may require additional public hearings and/or an amendment to this Agreement to consider the development plans for such future development. D. SDG Parcel 3. L Any future modifications to the Parcel 3 Architectural Renderings and Plans, including those modifications required asp of a tenant request, shall conform to the Village's Appearance Plan; ii. The elevations for the proposed bank building on Parcel 3 shall be revised in a manner acceptable to the Director of Community Development. The elevations shall incorporate similar architectural features as the elevation shown for commercial buildings A and B; iii. The final certificate of occupancy for the proposed bank use on Parcel 3 shall not be issued until a permit has been issued and work is underway for either cormnercial building A or B; iv. The final landscape plan for Parcel 3 shall be revised in a manner acceptable to the Director of Community Development. Additional landscaping shall be provided along the no side of commercial building B to provide additional screening for the drive -through lane along Deerfield Parkway; and v. Prior to the issuance of a certificate of occupancy for Parcel 3, the owner of Parcel 3 shall grant the easements needed to allow for future shared cross access to the property immediately to the south of Parcel 3, which easements shall be established pursuant to agreements which are in a form acceptable to the Village, 9. 1 jMRjct Fees. Woodman's shall pay a fire impact fee of $29,881 .58 to the Village prior to issuance of the first building permit for Parcel I and SDG shall pay a fire impact fee of $8,278.42 to the Village prior to issuance of the first building permit for Parcel 3 . Except as set forth in this Agreement, Developers shall not be required to pay any other impact fees to the Village, or be required by the Village to pay any other impact fees to any other is of (34958: 001: 02008883.DOC :6 ) local government, in connection with or as a result of the construction of the Development on the Property. 10. Ville Entrance aigR, Prior to the issuance of the final certificate of occupancy for the grocery store that Woodman's intends to construct on Parcel 1, Woodman's shall grant an easement to the Village over the area identified on the Parcel I Preliminary Landscaping Plan to allow for the Village's construction of a Village entrance sign with related landscaping in a manner reasonably acceptable to Village. 11. Construction of Off -Site Roadwav and Intersection Imn-n-vam nts, In connection with its development of Parcel 1, and subject to its receipt of necessary permits from the Illinois Department of Transportation (hereinafter referred to as "IDOT"), Woodman's shall construct the off site roadway and intersection improvements along Deerfield Parkway and Milwaukee Avenue (hereinafter collectively referred to as the "Off -Site Roadway Improvements") depicted on the Parcel I Preliminary Engineering Plan (Exhibit "G") and the Parcel 3 Preliminary Engineering Plan (Exhibit "H") (preliminary engineering plans are hereinafter collectively referred to as the "Preliminary Engineering Plans"). Developers agree to dedicate or convey to IDOT the fight -of -way needed to accommodate the construction of the Off - Site Roadway Improvements, as and when required by IDOT (herein referred to as the "Perimeter Rights -of -Way"). Woodman's acknowledges that no certificates of occupancy will be issued by the Village for Parcel 1, and SDG acknowledges that no certificates of occupancy will be issued by the Village for Parcel 3, unless the Perimeter Rights -of -Way on each of their respective parcels have been dedicated or conveyed to IDOT as aforesaid. The Village shall not require Developers to construct or pay for the construction of any off -site roadway or intersection improvements as a result of or in connection with the construction of the Development on the Property other than (i) the Off -Site Roadway improvements; and (ii) any additional off -site roadway and intersection improvements IDOT may request which Developers agree to construct. 12. Buildi D, Permit Fees and Buildi A. Buildi D, Permit Fees. 211119JAII-LEEMILUO Subject to the provision set forth below, Woodman's shall pay the Village all building permit fees due under all Applicable Village Codes and Ordinances IN (34958: 001: 02008883, DOC :6 1 as a condition precedent to the issuance to Woodman's of a building permit to construct buildings on Parcel I and Parcel 2, and SDG shall pay the Village all building permit fees due under all Applicable Village Codes and Ordinances as a condition precedent to the issuance of building permits to construct buildings on Parcel 3. If the cost of construction is a factor in determining a permit or plan review fee for the Property, the valuation of building projects shall be established based on the lessor of a) the cost of construction, based on construction type, established by the International Code Council (ICC) and published on their website (Developers acknowledging that adjustments to these figures will be made on March I of each year based upon ICC published data); or b) the actual cost of construction, as stated by actual bids provided by the applicant or agent on the application for the relevant permit ii. The Village agrees, notwithstanding the foregoing and the provisions of Paragraphs 17 and 18 below, that the amount of building permit fees, water tap -on fees, water system improvement fees, and sanitary sewer service connection fees Woodman's is required to pay the Village in connection with its construction of the grocery store and gas station on Parcel 1, as contemplated by the Parcel I Preliminary Plan (Exhibit "E'), shall not exceed Two Hundred Thirty Thousand Dollars ($230,000.00) in the aggregate. Woodman's acknowledges that this amount does not include the sanitary sewer connection fees it will have to pay Lake County in order to connect the grocery store and gas station to the County's sanitary sewer system. B. AnnflMWLRUjlcliu dudes. L Developers acknowledge that the Village has adopted and is currently utilizing the 2006 International Building Code, the 2006 International Fire Code, the 2006 International Mechanical Code, and the 2006 International Fuel Gas Code, all as amended by Title 15 of the Buffalo Grove Municipal Code. The Village agrees, notwithstanding the S (34958.001:02008883,DX 6) foregoing, that Woodman's shall have the right to construct the buildings identified on the Parcel I Preliminary Plans in accordance with the following building codes: a) the 2015 International Building Code; b) the 2015 International Mechanical Code; c) the 2015 International Fire Code; d) the 2015 International Energy Conservation Code; a) the 2015 International Fuel Gas Code; I) the 2015 ICC Electrical Code Administrative Provisions; g) the 2005 National Electrical Code, as it has been amended by the Village; h) the 2014 State of Illinois Plumbing Code; i) the 1997 State of Illinois Accessibility Code; and j) the Title 15 amendments referred to above. ii. Unless otherwise agreed administratively by the Village, Woodman's construction of buildings on Parcel 2 shall be undertaken in accordance with Title 15 of the Buffalo Grove Municipal Code, in. Unless otherwise agreed administratively by the Village, SDG's construction of the buildings identified on the Parcel 3 Preliminary Plan shall be undertaken in accordance with Title 15 of the Buffalo Grove Municipal Code. C. Rhank2minii2n. In the event a conflict arises between Developers and the Village on any building, engineering or technical matters subject to this Agreement, the Village reserves the right to pass along and collect from the owner of the parcel in question any and all additional expenses incurred by the use of consultants in the review and inspection of the matters which are then giving rise to such conflict. 13. Viltawe Consents and etaDrovals/Facilitation of De A. Whenever the consent, approval or cooperation of the Village, or of any of its employees, consultants, attorneys, agents or representatives, is required to be given or rendered under the provisions of this Agreement or otherwise, the same shall not be unreasonably withheld or delayed. B. Facilitation of Develo ment. The Village and Developers acknowledge that the successful implementation of the terms of this Agreement and the construction of the E t34958:001:02008883.00C:6 ) Development on the Property will require their continued cooperation. To that end, Developers hereby confirm their willingness to discuss any matters of mutual interest that may arise and their willingness to assist the Village to the fullest extent possible in the successful construction of the Development, and the Village hereby confirms its intent to cooperate in the resolution of mutual problems and its willingness to facilitate the successful construction of the Development on the Property, as contemplated by the provisions of this Agreement. 14. Enforceabiliti, of the A areement/Seytrability. This Agreement shall be enforceable in any court of competent jurisdiction by any of the Parties by an appropriate action at law or by an action in equity to secure the performance of the covenants herein described. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deemed to be excised herefrom and such invalidity or unenfismeability shall not affect the validity or enforceability any of the other provisions contained herein. 15. Successors This Agreement shall be binding upon the Property from and after the date of its recording and inure to the benefit of the Parties, and their respective grantees, successors and assigns, for a to of ten (10) years commencing as of the Effective Date of this Agreement. Developers shall not assign their rights or delegate their duties under this Agreement without the prior written consent of the Village, which consent shall not be unreasonably withheld, conditioned or delayed. Amendments to this Agreement shall be in writing and be signed by the Party to be charged. This Agreement may be amended by the Village and Woodman's alone, as it pertains to the development of Parcel I and Parcel 2, and by SDG alone, as it pertains to the development of Parcel 3. 16. ECgorR32oEratike CacitiesDevelopers acknowledge and agree that the individuals who are members of the group constituting the Corporate Authorities have approved this Agreement in their official capacities as members of such group and that such individuals shall have no personal liability for any act or emission of the Village hereunder. 17. Provision of Water Services. Developers shall be permitted and agree to tap -on to the Village water system at points recommended by the Village Engineer, which points to the extent shown on the Parcel I Preliminary Engineering Plan (Exhibit "G") and the Parcel 3 M (34958: DOI : 02008881DOC:6 I Preliminary Engineering Plan (Exhibit "H") (hereinafter collectively referred to as the "Preliminary Engineering Plans") are hereby approved by the Villageo It is understood, however, that changes to the Preliminary Engineering Plans may be required at the time of the consideration of the final engineering plans. Developers further agree to pay to the Village water tap -on fees and water system improvement fees in accordance with the Buffalo Grove Municipal Code at the time of the issuance of the applicable water tap -on pen -nits. Developers further agree to accept any increase in water user rates, tap -on fees and water system improvement fees provided such to and fees apply consistently to all other similarly situated users and properties in the Village. Following such tap -on, the Village agrees to provide, to the best of its ability and in a non-discriminatory manner, potable water service and water for fire protection to all users on the Property. The ovate rmains Developers construct in furtherance of the provision of water services to the Property, as depicted on the Preliminary Engineering Plans (except for service connections to the buildings), shall, upon installation and acceptance by the Village through formal acceptance action by the Corporate Authorities, be dedicated to the Village and become a part of the Village's water system. Except as set forth in this Agreement, the Village shall not require Developers to construct or pay for the construction of any off -site date airs or off site water system improvements as a result of or in connection with the construction of the Development on the Property. MI al :;:::;::;;:;., Sewer Services/Stormwater Man gement I nts. 18. Provision of San: R A. Provision of Sanitary Sewer Services. The Village agrees to cooperate with Developers and to use its best efforts to aid Developers in obtaining such permits Earn governmental agencies having jurisdiction of the Property as may be necessary to authorize the connection of the Development to the facilities and systems of the Lake County Department of Public Works for the collection of sewage. Such connection shall be undertaken in accordance with the Preliminary Engineering Plans, subject to the understanding, however, that changes to the Preliminary Engineering Plans maybe required at the time of consideration of final engineering plans. Upon installation and acceptance by the Village through formal acceptance action by the Corporate Authorities, the Corporate Authorities agree to operate and maintain such facilities and systems, except for sanitary sewer service connections. Developers agree to accept OR (349A 001: 02008883.DOC:6 I any increase in sanitary sewer service connection fees, provided such fees are applied consistently to all similarly situated users and properties in the Village, The Village shall not require Developers to construct or pay for the construction of any off -site sanitary sewer mains or other off site sanitary sewer system improvements as a result of or in connection with the construction of the Development on the Property other than: (i) the sanitary sewer system improvements depicted on the Preliminary Engineering Plans; and (it) any sanitary sewer system improvements the Lake County Department of Public Works may request be constructed which Developers agree to B. Construction of StormwaterManagernentl ments. In connection with their construction of the Development on the Property, Developers shall construct the stormwater management improvements depicted on the Preliminary Engineering Plans. It is understood, however, that changes to the Preliminary Engineering Plans may be required at the time of consideration of final engineering plans. Developers agree to maintain any of such stormarater management improvements which are not dedicated and conveyed to the Village or another public body. 19. Security for Public and Private Site IIIIIIE21EMIRLs. Security for public and private site improvements shall be provided in accordance with a Village Development Improvement Agreement which substantially conforms to that which is attached hereto as Exhibit "P", which Development Improvement Agreement Woodman's agree to execute prior to the commencement of construction activities on Parcel I and SD G agrees to execute prior to the commencement of construction activities on SDG's Parcel 3. All letters of credit issued for such improvements shall be drawn on a financial institution of net worth reasonably satisfactory to the Village Attorney. The issuer may have an equitable or lending interest in the Property provided that the letter of credit, either by its own terinsear by separate written assurances of the issuer, shall be honored irrespective of that interest. The Village shall have the right to draw up to the full amount of the letter of credit in order to complete, and have formal acceptance of, all improvements secured by the letter of credit, 20. crineeri a, Review and InsRjSgiia hngifl���_fM. Prior to the start of construction on their respective parcels, Woodman's and SDG shall provide the required engineering review and M (34958- 001, 02DOSSBIDOC:6) inspection fee in the amount of three and one-half percent (3.5%) of the total estimated cost of all site improvements, both public and private (other than building improvements), that are to be constructed on their respective parcels. At no time shall the calculation of this fee include the costs of construction of the Site Roadway Improvements. 21. Notices. Any notice required or desired to b e given pursuant to the provisions of this Agreement shall be in writing and be sent by certified mail to the following addresses until notice of change of address is given and shall be deemed received on the fifth (5 1h ) business day following deposit in the U.S. Mail. If to Woodman's-, Woodman's Food Market, Inc. 2631 Liberty Lane Janesville, WI 53545 Attn: Sara Eagle-Kjome, General Counsel With copies to: Woodman's Food Market, Inc. 2631 Liberty Lane Janesville, WI 53545 Attn: Bret Backus, Vice President Real Estate and Boardman & Clark LLP I S. Pinckney Street, Suite 410 Madison, WI 53701-0927 Attn: John P. Star Bather If to SDG: Shorewood Development Group, LLC 2150 East Lake Cook Road, Suite 820 Buffalo Grove, IL 60089 Attn: Louis Schriber III With a copy to: Fox Rothschild LLP 353 North Clark Street, Suite 3650 Chicago, IL 60654 Attn: David N. Tanner If to OWNER: PB&J XXXIII, LLC cio Parkway Bank and Trust Company 4800 N. Harlem Avenue Harwood Heights, IL 60706 Attn: Mark Shekerjian is 134958: 001: 02008883,DOC :15 ) With a copy to: Scott & Kraus, LLC 150 South Wacker Drive, Suite 2900 Chicago, IL 60606 Attn: Eugene S. Kraus If to the Village: Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove, IL 60089 Attn: Village Clerk With a copy to: Tressler LLP 233 S Wacker Drive, 22 d Floor Chicago, IL 60606 Attn: William G. Raysa 22. Default. A Party who defaults in the performance of its obligations under this Agreement shall have sixty (60) calendar days after its receipt of notice of such default to cure such default or provide evidence to the non -defaulting Parties that such default will be cured in a timely manner if it cannot be cured during said period, In the event of a judicial proceeding brought by one Party to this Agreement against another Party to this Agreement, the prevailing Party in such judicial proceeding shall be entitled to reimbursement from the unsuccessful Party of all costs and expenses, including reasonable attorneys' fees, incurred in connection with such judicial proceeding. 23. R 3resentations and Warranties. A. Woodman's and SDG represent and warrant that, as of the Effective Date of this Agreement, no mortgagee, lien holder or other party holds, and as of the date of recording of this Agreement no mortgagee, lien holder or other party will hold, any security interest in either Parcel 1, Parcel 2 or Parcel 3, B. The Village represents and wan -ants that it has the legal authority to enter into this Agreement and that it has taken all actions required by law to make this Agreement and its various provisions enforceable. 24. No Joint and Several LighHofty. The obligations of the Developers hereunder shall not be joint and several obligations, In other words, SDG shall not be liable for any of Woodman's obligations relating to the development of Parcel I and Parcel 2, and Woodman's shall not be liable for any of SDG's obligations relating to the development of Parcel 3, M (34958: 001: 02008883. DOC: 6 ) 25. Saig3,nnaatlunrtetsiaaanddg2mnlgEnaELs- This Agreement shall become effective upon its execution by the Village. This Agreement may be executed in counterparts, all of which when so executed shall be deemed one and the same Agreement. FTHE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLJ SIGNATURE PAGES FOLLOW] 20 (34958: 001: 02008881DOC:6 ) IN WrINESS WHEREOF, the Parties have caused this Agreement to be executed by aleir duty -authorized officers and members as of the datrs set Jbrth below their respective signatures. lip -01 -It to ■: a ATTEST: By JankrSmmian, Village Clerk OWNM- EB&J XX3SUL LLC, an Illinois limited liability Company BY Its: Date: WOODEIAN'S.- WOODMAN'S TS, INC., Wi 0 0 By Daft: SLID: SHOREWOOD DEVELOPMENT GROM LLC, an Illinois limited liability company By. Date, Z., )a 21 (349% 00h =08M.Doe e LEGAL DESCRIPTION OF THE PROPERTY �rrt t t� b a r r f rfi l rkivav/Milwaukee Avenge THAT PART OF THE SOUTHWEST 1/4 OF SECTION 26 AND PART OFTHE NORTHWEST 1%4 OF SECTION 35, TOWNSHIP 43 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING ATTHE POINT OFINTERSECTION OFTHESOUTH LINE OFSAID SOUTHWEST 1/4 OF SECIION 6, WITH THE CENTER LINE OF MILWAUKEE AVENUE PER DOCUMENTS 395845, 210098 AND 861528; THENCE NORTH 89 DEGREES 18 MINUTES 06 SECONDS WEST, 363.28 FEET, THENCE SOUTH 12 DEGREES 58 MINUTES 14 SECONDS EAST, 326.24 FEET; THENCE SOUTH 39 DEGREES 18 MINUTES 06 SECONDS EAST, 363.28 FEET TO A POINT ON THE AFORESAID CENTER LINE; THENCE NORTH 12 DEGREES SB MINUTES 14 SECONDS WESTALONG THE SAID CENTER LINE, 326.24 FEETT OT HE POINTOF BEGINNING, (EXCEPT THEREFROM ANY PART, IF ANY, LYING WITHIN PEKARA SUBDIVISION UNIT NO. 1) IN LAKE COUNTY, ILLINOIS, THAT PART OF THE NORTHWEST 1/4 OF SECTION 35, TOWNSH IP 43 NORTH, RANGE 11, EAST OF TH E THIRD PRINCIPAL MERIDIAN, AND BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING ATTHE POINT OF INTERSECTION OFTHE NORTH LINE OFTHE SAID NORTHWEST 1/4 OF SECTION 35 WITH THE CENTER LINE OF MILWAUKEE AVENUE PER DOCUMENTS 395845, 210098 AND 861528; THENCE SOUTHEA,STALONG THE CENTER LINE OF MILWAUKEE AUKEE AVENUE TO AN INTERSECTION WITH AN EASTERLY EXTENSION OFTHE NORTH LINE OF PEKARA SUBDIVISION UNIT NO. 1 AS STAKED AND MONUMENTED; THENCE NORTHWEST ALONG THE NORTH: LINE OF PEKARA SUBDIVISION UNIT NO. 1 AS STAKED AND MONUMENTED TO THE WEST LINE OF MILWAUKEE AVENUE PER DOCUMENTS 395R45, 210098 AND 861528 SAID WE TLINE BEING 54.00 FEET, AS MEASURED AT RIGHT ANGLES, WESTERLY OF AND PARALLEL WITH THE CENTER LINE OF MILWAUKEE AVENUE FORTHE PLACE OF BEGINNING OFTHIS DESCRIPTION; THENCE NORTH 12 DEGREES 55 (MINUTES 14 SECONDS WESTALONG SAID LAST DESCRIBED PARALLEL LINE, 231.75 FEET; THENCE NORTH 44 DEGREES 18 MINUTES 06 SECONDS WEST 28.28 FEET; THENCE NORTH 89 DEGREES 18 MINUTES 06 SECONDS' EST 175.00 FEET; THENCE NORTH 86 DEGREES 01 MINUTES 52 SECONDS WEST 210.34 FEET, THENCE NORTH 89 DEGREES 18 MINUTES 06 SECONDS WEST 541.40 FEET TO A POINT OF CURVATURE; THENCE WESTERLY ALONG A CURVED LINE CONVEX SOUTHERLY, HAVING A RADIUS OF 1054.00 FEETA;ND BEING TANGENTTO SAID LAST DESCRIBED LINE ATSAID LAST DESCRIBED POINT, ARC DISTANCE OF 94.84 FEET" (THE CHORD OF SAID ARC BEARS NORTH 86 DEGREES 43 MINUTES 25 SECONDS NEST 94.81 FEET); THENCE SOUTH 00 DEGREES 41 MINUTES 54 SECONDS' EST 261.45 FEETTO AN INTERSECTION WITH THE NORTHERLY LIME OF PEKARA SUBDIVISION UNIT 1, THENCE EASTERLY 1095.88 FEET" ALONG THE NORTHERLY LINE OF PEKARA SUBDIVISION UNIT 1 AS STAKED AND MONUMENTED TO THE POINT OF BEGINNING, IN LAKE COUNTY, ILLINOIS; EXCEPTING THEREFROM THE FOLLOWING DESCRIBED PROPERTY: THAT PART OF THE SOUTHWEST 1/4 OF SECTION 26 AND PART OF THE NORTHWEST 1/4 OF SECTION 35, TOWNSHIP 43 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING ATTHE POINT OF INTERSECTION OFTHE SOUTH LIME OF SAID SOUTHWEST 1/4 OF SECTION 26, WITH THE CENTER LINE OF MILWAUKEE AVENUE PER DOCUMENTS 395B45, 210096 AND 861528; THENCE NORTH 89 DEGREES 18 MINUTES 06 SECONDS WEST, 363.28 FEET; THENCE SOUTH 12 DEGREES 58 MINUTES 14 SECONDS EAST, 326.24 FEET; THENCE SOUTH 89 DEGREES 18 MINUTES 06 SECONDS EAST, (34958: 001. 02008883.I :6 I 363.28 FEET TO A POINT ON THE AFORESAID CENTER LINE; THENCE NORTH 12 DEGREES 58 MINUTES 14 SECONDS NEST ALONG THE SAID CENTER LINE, 326.24 FEET TO THE POINT OF BEGINNING. THAT PART OF THE SOUTHWEST 1f 4 OF SECTION 26 AND THE PART OF THE SOUTHEAST 1/4 OF SECTION 27, ALL IN TOWNSHIP 43 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN CORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNINGS AT THE MOST SOUTHEAST CORNER OF LOT 3 IN EARCLAY STATION SUBDIVISION RECORDED SEPTEMBER 29, 1992 AS DOCUMENT NUMBER 3218854; THENCE NORTH 19 DEGREES 29 MINUTES 34 SECONDS EAST ALONG THE EASTERLY LINE OF SAID LOT 3, A DISTANCE OF 231.53 FEET; THENCE SOUTH 89 DEGREES 16 MINUTES 06 SECONDS EASTALONG THE SOUTH LINE OF SAID LOTS, A DISTANCE OF 183.00 FEET; THENCE NORTH 00 DEGREES 41 MINUTES 54SECONDS EAST ALONG THE MOST EAST LINE OF SAID LOT 3, A DISTANCE OF 492 00 FEET TO THE NORTHEAST CORNER OF SAID LOT 3; THENCE SOUTH 66 DEGREES 04 MINUTES 02 SECONDS EAST ALONG THE SOUTH LINE OF LOTS 1 AND 3 IN CORPORATE GROVE FIRST RESUBDIVSION, A DISTANCE OF 859.82 FEET TO THE SOUTHWESTERLY RIGHT OF WAY LINE OF MILWAUKEE AVENUE;THENCE ALONG THE SAID SOUTHWESTERLY LINE OF MILWAUKEE AVENUEDTHE FOLLOWINGTHREE COURSES, (1) SOUTH 12 DEGREES 58 MINUTES 14 SECONDS EAST, A DISTANCE OF 483.09 FEET, (2) SOUTH 09 DEGREES 09 [MINUTES 23 SECONDS EAST, A DISTANCE OF 180.40 FEET, (3) SOUTH 12 DEGREES 58 MINUTES 14 SECONDS EAST, A DISTANCE OF 71.60 FEET; THENCE ALONG THE NORTHWESTERLY AND NORTHERLY LIME OF DEERFIELD PARK AYTHE FOLLOWING FOUR COURSES: (1) SOUTH 38 DEGREES 61 MINUTES Ski SECONDS WEST, A DISTANCE OF 31.80 FEET; ( ) NORTH 89 DEGREES IS MINUTES 06 SECONDS WEST, A DISTANCE OF 875.01 FEET, (3) A DISTANCE OF 311.30 FEETALONG THE ARC OF THE CIRCLE CONVEXTOTHE SOUTHWEST, HAVING A RADIUS OF 949.00 FEET, REARS NORTH 79 DEGREES 54 MINUTES 16 SECONDS WEST; (4) NORTH 70 DEGREES 30 MINUTES 26 SECONDS WEST, A DISTANCE OF 88.31 FEETTO THE POINTOF BEGINNING, IN LAKE COUNTY, ILLINOIS PARCEL INDEX NUMBERS~ 15-26-306-050, 1-27-400-0 i7, 15-35-100-255, 15-35-100- 56 23 (34958: 001 � 02008883,D :6 ) DEPICTION OF PROPERTY ........ $rg 3 rParcel 1 t 1 V .. , L%L k 24 ( S. it : } All: : y MASTERPIAN (Northwest an �� �, ..� � �� ����� � ��;� �`� t �# � %� MA.11. Y � E. E M.r�::l: PARCEL 1 PRELEMINARY PLAN AW-dk7rw lovIld MUIR I .............. . . . 'UAACUDOWAdne Uo BIRK Wims IV-9 Ilia 3 Z i.rr,r PARCEL r PRELMINARY PLAN 2 0 MILL-11 ° V.' . f m L lirii N �1�II1 t� r- !�11'�1111I�II� I ilia T�IMF %,W'; PARCEL I A< ' E ENGINEERING 1 11 1 Y I I I ! e� e. �m �# �. t# ���i���:gi .� �� �i���;�� 1 ®� i�l��r........ i) PARCEL ! Y Y , M ENGINEERING IN-r r and So r r #. I-ME I.....�..:. ...k. f ... . X ■ ......._,� _ i - O"d I OWN Mo I —;-;Zen —awam Ono 71 wou mm "Wpm" diall; sit ll 1 alpnq Is / �� � /�'` I 9 f Etc cfc�, wit All 'Mill,gR i!1mill Un"NAL, PIERV V. 0 0 Q* 0 0 s s c- (3 0 Ogg [49Z a! L9 lm Ell 74 11911; t its wa It Wat 11111 voto Aurtt i I "do I mam HLnot bKI-W .......... uoqoxs g grimmom PIE a 4499 Hill I fill! a 0 C 0 q 112, on I on -am MRS IvIld I 1MR002 �aw"Rf LMO COCUUMMMUM 1,1®rRl HIM It U1119 If [if I I Jim F-1 FF t P aor-R&T RIFISgig jnuum cow &kvmowm CIA Is IMI; Hui ma wit QlH if M Id M., Jill 0 s 0 (3 FIRF 11 010 lul 1! I SH I f PARCEL 3 PRIELUMNARY LANDSCAPING t 4.1 t t tj - F m L Aft AiL dmk Z7 ti tr _Ij YOU S!: uxtt IIIIII 0 0 0 ass"Ma'a so &come ej MID �� " a I nimm:� J r U3 1 i G E u m I n L N- M ■ IN 6001 k & �: ,U. mum is re Ills IIc�! nclaim W [is WLM FM: DR Li; LA J IopI xM J-19;►a M W'ME �■If 1 `Bit! W., -*- , � °e tir„7 a• �' W- f%;: li/ram ° •t-: Tt I I mit. I knurl - M 1;3 Now jM 11 imm MIN [Fit :0 �N W �: >r. 4 ., POW �r ;�. ?�#% i �ilr i` sp T jwst •��� _ram., w� .��.a • � ° � . �� � tj '3& -wad Its S g 11 is - i m I - a T i m W-w bTG ra 8 Li I I -11111L k AM i .rovr; a. &MCI 1 f h .l I +F • F � �a � C111� 9:.f I Y I I I h %n.- 'ti;. J tj •r_ I 4 I •y4 I�r C _ # r IL� Al 4 tkp �qA is Pam M� :t Pan \ +;�/\\/\ ��\ z z� \\} £ /� . i Ao IL -AIL, LAJ t Zi =ww ?---t= I F JP �-=dfflcm ITO Z Ell �;• - / INC �.� — 9.-Vf4 - ; &Rik_ .' Jim, / �1� P]� 9 2 \� dLƒ., � 4r. . \�w � Rills bjl� �cvV)grm ju 4 HN 0 z lz M 0 z I I to IN 1H I �I I 0 I I L L T ua-1 4 L2 L �1 - �V- lid!#t�,l®R#t1 [1 D. fI .«. 0 0 PARCEL 1 SIGN PACKAGE !Worthwest and Sovgml�,t CQ m .......................................... SIONI-111 'gAokpo oiv-j�nq Ssk Arl-11 I NVWOOQMI SIONI-111 'gAokpo oiv-j�nq Ssk Arl-11 I NVWOOQMI V�717W �atjm 13UVW GOW M3N 74 -II p 1 III lill 1�1V_ sa peer ��xSF ..... is 1 � i ®■ l��llre®ee� i � i I on ■■■■®. �_�-lulu f■;. 1 � 1 ®■ °of"u 1 n 1� u, J III lIIII�� IIIII I i'r �?5 j^i i oI INN MAN Nunnano ■ I INS oil :�■ INN OPT � �NI SEEM 0 I pi r oe PP ° a 1 ®. a P a.y 1 � °al ° a ie � to 1 an ° is ' poll.od r 1P LU +« ui Y$ g ! t En d� cm Icmt� w W ' e I :® I i as I a a+ 6M e ®° 1 � 11 11 al M son■ Milli MEN s■ Nor, ��— Niel iIV� Lis I wmi Ems■,', ''�IIIMI!V11V�"I�dl�hfi l i.. 13nvw 0004 mmnftso"4 i� t ii 1 t t® ~ O iI Q� ii t 4 iF ■ a` LU a t I u U OLE DIVA F1/ i pp 1 u! 1 f t 1 p M i PARCEL 3 SIGN PACKAGE LN—orthw"t and Sou I M.- I Iq I T! I IS a E O"��::�� I I B F, " V.-JONINGORDINANCE (Northwest and r r QUO, # M=,Mr MCI - I kyj P. r; 0 $11 P1111666REAS, the Villgive of Buffalo Q-ttvc i-q 9 Vyxp_VpjQnL WHEREAS, the real property legally described on Exhibit A attached hereto (the "Property') is currently vacant; and, WHEREAS, Shorewood Development Group, LLC ("Shorewood), contract r9rf,2F Py, lith(Iipuhas-e otheopehas appedo torhemonin4�,1t1o " Iq IIk.- 9j UU0st chportionr-1 of the Property is legally described on Exhibit B attached hereto) and for the approval of a special use for a Planned Unit Development, certain other special use permits and certain variations fiom the Village Zoning ordinance (Title 17 of the Buffido Grove Mumcipal Code [the "Zoning Ordinance"]) and the Village Sign Code (Title 14 of the Buffalo Grove Municipal Code [the "Sign Codel)(collectively, the "Requests for Relief); and, WHEREAS, Shorewood has pursued the approval of the Requests for Relief in herance of the construction on the Property of a development C'Devclopment') which is to include, among other usc?., a --T.-UcY is ts Yz&%mq -aj-UpKa;;L YY-- Woodman's Food Market, Inc. C`Woodman's); and WHEREAS, the Planning & Zoning Commission held a public hearing on Shorewood's application at which it received testimony on the Requests for Relief; and i Iwo of Buffalo Grove (34958: 00 1: OM59sqMoc :3 1 WHEREAS, the Corporate Authorities of the Village of Bufthlo Grove hereby determine and find that the requested zoning variations are authorized by Section 17.52.050 of the Buffalo Grove Municipal Code; and, WHEREAS, the Corporate Authorities of the Village of Buffalo Grove hereby determine and find that the ars Aa,-&-xzW the Sifin- Cnde- and e-- would cause undue and unnecessary bardship to Woodman's and Shorewood due to unique or unusual conditions pertaining to the Property� (2) granting the requested variances will not be materially detrimental to the owners of property in the vicinity of the Property, (3) unusual conditions :II mly to the P --jIVAIL— Its 2 ffi-40 rt1$, a 4 $SoUULalINA106,41II INaJa��dLIaIt : '1111EREAS, the Corporate Authorities of the Village of Buffalo Grove, on December 19,2016, by the adoption of Ordinance No, 2016-65, have approved a certain Development Agreement and Second Amendment to Annexation Agreement for the Santucci/Ventrella Property ("Development Agivemenn in flutherance of the construction of the Development on the Property; and WHEREAS, a master plan of development has been attached to the Development Agreement and this Ordinance as Exhibit C ("Master Plan') which divides the Property into three parcelsdescribed in the Development Agreement and in this Ordinance as Parcel 1, Parcel 2, and Parcel 3, which parcels am legally described on Exhibit D attached hereto; and WHEREAS, Woodman's intends to develop Parcel I in accordance with the preliminary plan attached to the Development Agreement and this Ordinance as Exhibit E C'Parcel I Preliminary Plain and Shorewood intends to develop Parcel 3 in accordance with ths preliminary plan attached to the Development Agreement and this Ordinance as Exhibit F ("Parcel 3 Preliminary 'NOW, TfMtEFORE, BE IT ORDAINED By THE PRESIDENT AND BOARD TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIME ULINOIS, as fnllows: I 2 (349% 001 - 02W59S9.o0C:3 NMI -%lea I 171ZI I vNiTo I irT9jjjrf7Ttj I j U rn-r—TT. a A = i T rao -41 i4 0 oil- Icia oning map am hereby finther amended to reflect such zoning for such property. In addition, a special use for planned unit development is hereby approved for the property. oil 1..1 P, a special use permit for an Automobile Laundry, as defined. in Section 17.12.040 of the Zoning Ordinance, variation fi-orn the provisions of Section 17.44.040 of the Zoning Ordinance to reduce the otherwise required building and paricing lot setbacks to those which are depicted on the Master Plan (Exhibit C), which variations may be increased administratively by Village staff once the Village and Woodman's know the width and location of the rights -of -way which will be needed to construct the Off -Site Roadway Improvements described 1... the Development Agreement ("Perimeter Rights -,of -Way"); variation from the provisions of Section 17,44.040 of the Zoning Ordinance to reduce the otherwise required perimeter and landscaping setbacks to those which we depicted on the Master Plan (Exhibit C), which variations may be increased admin stratively by Village staff once the Village and Woodman's know the width and location of the Perimeter Rights -of -Way; variation from the provisions of Section 17.32.020 of the Zoning Ordinance to allow multiple accessory structures in the front and side yard, as depicted on the Parcel I Preliminary Plan (Exhibit E); v. a variation from the provisions of Section 17.36.030 of the Zoning Ordinance to allow driveways to exceed the maximum width of thirty-five feet (351) as and to the extent depicted on the Parcel I Preliminary Plan (FExhibit E); and variation from the provisions of Section 17.36.030 of the Zoning Ordinance regarding the dimensional requirements fbr parldng lot design to allow for the construction of parldng stalls that are eighteen feetin length and drive aisles that are twenty-four fed (24,) in X 'k uuil'..... I 11 -• aiUl i. a variation from the provisions of Chapter 14.16 of the Sign it.,: allow for the installation on Parcel I of a number of wall sips and canopy sips which exceeds the otherwise maximum allowable number of wall signs and canopy sips, as shown on the Parcel I Sip Package attached hereto as Exhibit G; ii. a variation from the provisions of Chapter 14.16 of the Sign Code to allow multiple wall signs and canopy signs to exceed the otherwise Permitted maximum size, as and to the Went shown on the Parcel 1 Sign Package (Exhibit G); variation from the provisions of Chapter 14.16 of the Sign Code to allow ground signs to encroach into the required front and comer side yard setback as and to the extent depicted on the Parcel I Preliminary Plan (Exhibit E) or as needed and aPPrOved by the Village to reflect the dedication or conveyance of the Perimeter Right"f-Way; variations from the provisions of Chapters 14.16 and 14.20 of the Sign Code to allow multiple Electronic Vehicle Fuel Signs to exceed the otherwise allowed maximum height and size, as and to the extent shown on the Parcel I Sip Package (Exhibit G); and V. a variation from the provisions of Chapter 14.16 of the Sign Code to Permit multiple ground signs and allow them to be closer than 250 feet as and to the extent shown on the Parcel I Sign Package (Exhibit G). !LWOMIlif i1wim, i. a special use permit for a bank with a drive -through facility as depicted on the Parcel 3 Preliminary Plan (Exhibit F); ii. a special use permit for multiple drive -through restaurants as depicted on the Parcel 3 Preliminary Plan (Exhibit F); variation from the provisions of Section 17.44.040 of the Zoning Ordinance to reduce the otherwise required building and parking lot Whacks to those which are depicted on the master plan (Exhibit C), which variations may be increased administratively by Village staff once the Village and SDG know the width and location of the Perimeter Rights -of -Way, variation from the provisions of Section 17.44.040 of the Zoning Ordinance to reduce the otherwise required perimeter and landscaping setbacks to those which are depicted on the Master plan 4 134951: 001: 0=5999.DW 5 (Mdbit C), which variations may be increased administratively by Village staff once the Village and SDG know the width and location of the Perimeter Rights -of -Way, and v. a variation from the provisions of Section 17.36.030 of the Zoning Ordinance regarding the dimensional requirements for parldng lot design to allow for the construction of parking stalls that am eighteen feet (IS') in length and drive aisles that am twenty-four feet (241 in width in the parking lot SDG intends to construct on Parcel 3, as depicted on the Parcel 3 Preliminary Plan (Exhibit F). B. sign -CO i. a variation from the provisions of Chapter 14.16 of the Sign Code allow for the installation on Parcel 3 of a number of wall signs wab canopy signs which exceeds the otherwise maximum allo di number of wall signs and canopy signs shown on the Parcel 3 Si Package attached heretDas Exhibit H; and variation from the provisions of Chapter 14.16 of the Sign Code allOW multiple wall sips and canopy signs to exceed the othermwi permitted maximum size, as shown on the Parcel 3 Sign Packs, (Exhibit H); and variation from the provisions of Chapter 14.16 of the Sign Code allow a ground sip to encroach into the required front and comer si yarI setback, as and to the extent shown on the Parccl, 3 Pre i i Plan (Exhibit F) or as needed and approved by the Village to rmeff the dedication or conveyance of the Perimeter Rights -of -Way-, and variation from the provisions of Chapter 14.16 of the Sign Code t allow multiple ground signs to exceed the maximum size and hei a 0 C C n. e 0 r re d d od fi e s i d hel allowed, as and to the extent shown on the Parce13 Sign Packag M�ddbit H); and j v. variations from the provisions of Chapters 14.16 and 14.20 of the Si I Code to allow multiple menu boards to exceed the maximum hei and size, as and to the extent shown on the Parcel 3 Si Package (Exhibit H); and variation from the provisions of Chapter 14.16 of the Sign Code to permit multiple ground signs and allow them to be closer am 250 feet� as and to the extent shown on the Parcel 3 Sign Package (Exhibit H) or as needed and approved by the Village to reflect the dedication or conveyance of the Perimeter Fightsof-Way. S901on S. Smcial RERvu :dga &Wding validity of 3Lqtgations. In light of the unique nature of the if SvAjux 1-7-42.111, of A2 Limit of Variations') shall not be applicable to the variations approved and granted by this &71&�vmce. Rather. such variations shall 13495t 001. 02005999MW:3 04ff-1 Lull Section 6. Effective1 his Ordinance shall be in full fDree and effect from and after 'ts Passage and aPProval- NOtwlfttmdmg the fOreg0mg, the approvals granted by this Ordinance shall have no force or effect unless and until fee simple title to the Property, and (ij) have caused their duty -authorized officers and managers to execute and deliver to the Village three originals of the Development Agretit! ent (the "Conditions Precedenf). If, by July 31, 2017, the Conditions Precedent have not been satisfied, then the COrPOTsta Authorities Of the Village of Buffalo Grove, in their discretion and vnthout finther public notice or hearing, may repeal this Ordinance and revoke the approvals granted liereby. If and when the Conditions Precedent are satisfied, the Village Clerk shall cause this Ordinance to be recorded in the Office of the Lake County� Minois Recorder of Deeds.. This Ordinance shall not be codified. 6 Bwman, Trilling, St - M Ottenheimer, Weidenfeld, Johnson NAYS: 0 None A13SENT: 0 - None PASSED: December 19,2016 APPROVED: December 19,2016 NIMMI Vilkge Cl k 'This document was prepared by: William Raysa Village Attorney Village ofBuffa o Grove 50 Raupp Boulevard Buffalo Grove, IL 60089 (34"8: 001: 02005999,DOC :3 ) APPROVED: Beverly Sj&ge President Mail to: Village Clerk Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove, IL 60089 ,tell, 1 1 r r o n r r 1 1 Development s I ("Agreement), made and enteredInto s of this y of y and between the VILLAGEF , an IllinoisMunicipal Corporation, an havingt Village Hall, 50 Raupp Boulevard,i r , Illinois (hereinafter called "Village"), a (hereinafter called "Developer). lei 4 Developer desires to Improve the real property describedIn Exhibit"" attached hereto n a part hereof( 'Property-), In compliance with the Village's Development Ordinance, i s submitted to the Villagecertain (I) preliminary plans prepared (the 'Preliminary PIns"), which PreliminaryPlans were approved by the Village pursuant to Ordinance(11) additional plans and specifications prepared by and described In more detail in Exhibitc rpart hereof ( 'Additional Ins" and together with the PreliminaryPlans, t `Ins"); and, WHEREAS, the Village is willing to approvesaid I s, provided that thisen is executed to insure the completion f certain site Improvements, s a conditionprecedent the Issuance building r any buildings to be constructed on the Property. NOW, THEREFORE, It is mutually agreed as follows: Developer shall furnish, or cause to be furnished, at their own cost and expense,all the hereto, and all other site Improvements not specifically set forth, which are required by applicable in accordance with all pertinent ordinances and regulations of the Village and In accordance with the Plans (including any subsequent rev*Lslons requested by the Developer and approved in writing by the Village pursuant to the Village's Development Ordinance). All utility lines and services to be Installed In the street shall be # R hereto2. Attached s Exhibit 'W Is a completeI for the construction of th Improvement ri In Exhibit" hereto, No later than threebusiness days follaxamis the execution of this Agreement and prior to the Issuance ill Permits, the Developer shall deposit Letter of Credit acceptable# Ina form and substance by the ill e In the original amount of as further described in Paragraph 9 herein th r of J. 3. All work shall be subject Inspection and the approval of the VillageEngineer. it Is agreed that the contractors are n to constructthe Improvements are approved by the Village Engineer and that such I will not be unreasonably withheJ. 4L The Developer has paid the VillageInspection Fee, as required by coveringOrdinance. it Is understood that said fee Is based on the amount of the contracts or cost Wimate '* those Items In Exhibit RB', S. Prior to the time the Developer or any of its contractors begin any'l. the work !1rovided for herein --eujig xf Insurance their employees In such amountsandcoverage In addition, by its execution of this Agreement, the Developer agrees to protel Indemnify, save andJ ar l s, and defend e Village and its employees, officials, and agents, against y and all claims, costs, causes, actions, and expenses, including limited to reasonable attorney's fees Incurred by reason of a lawsuit r claim for damages or compensation arisingin favor of any person, corporation r other entity, including l y r Independent contractors or sub- contractors h Developer or the Village, on account 1 Injuries r death, or damages to propertycc Cng, growing out of, Incident t, or resulting i ly or Indirectly, from the performancef the work of the Developer, Independent contractors r sub -contractors or their officers, agents, or employees.I r shall have no liability r damages for the costs Incident thereto the extent caused by the sole negligence or intentional i u f the Village, Its independent contractom or sub- contractors r their officers, agents, or employees. 6. Subject to Force Majeures defined herein), Developer shall cause the Improvements to be completedl twenty-four months following the date of thi r t (except any Improvements r which specified Core limits are noted n the Plans, which shall be completedwithin the specified time limits shown on the Plans)."Force a s used hereinshall mean a delay I Developer's r hereunder caused by a striker labor problem, energy shortage, governmental pre-emption or prescription, national r n, or any other cause of any kind beyondthe reasonable control f Developer. If workIs not completed withinh tme prescribed herein, the Villageshall have the right to call upon the Letter of credit, In accordance withterms, for the purpose f completing the Improvements. Upon compkabon of the Improvements r n provided for, as evidenced certificate r certificates ll President and Board of Trustees, the Villogeshall be deemed t have accepted Improvements,n thereupon, the Letter of Credit shallautomatically reduced t serve ass for the h Ens of the Developer ass In h 7 hereof.v 1 r shall cause its consulting engi to correct ra i to show r actually constructed andsaid engineers shall turn over high qualityE r reproducible copies to the ills to become the Village's property priartoacceptance of the Improvements by the President and Board. 7. The Developer, for a periodn r beyond formal acceptance by the Villageany Improvement, l in Exhibitr, shall be responsibler maintenance, repairs and corrections to such Improvements which may be required rr to failures r on account of faulty construction r due to the Developoesnegligence r Its contractors' negligence. The obligation of the Developer n r shall be secured the Letter of Credit as further described in B. It Is agreed that no occupancyits all be grantedofficial for the construction n it all required itfacilities rt In the Planst include, but not by way of limitation, sani r, water and storm r systems) have been Installed nmade ready to servicethe Property, andall roadways Include curbs) set forth in the Plans that provide access to the Property v completely , except for the designed surface. it is understood agreedand t building permits mayn for buildings on specific lots to whichutilityfacilities have Installed n for service to whichhave n constructed as described above, notwithstanding the fact that alli vements within tl t may not be completed. 9A. The obligations Developer hereun# . 1 r... r Y # ., the Village In a form acceptable to the Village, in the amount set forth In Paragraph 2 above. The Letter of Credit shall be made subject to this Agreement. 7he Developer hereby waives its optIon pursuant to 30 3 550/3 r . L toutilize any_ ofsecurityotherof Village the commitments f this Agreement to be completed, the outstandingliability the issuer of the Letter of Credit shall during the coursef construction of the Improvements,xi at the cost of completing all Improvements and paying unpaid ntract balances for the completion of the Improvements referred to In this Agreement. Until all required tests submitted and approvedthe ill r each of the construction elements including, but not limited , earthwOrk, street pavements, parkingr ea sanitary sewers and water mains( li I (, a minimumf that portionf the surety r each elementshall be subject to complete retention. I Improvements ar subject to a minimumn ( t retention it final acceptance by the Village. In r to guaranteewarranty the obligations of Paragraph 7 herein, an amount l to fifteen (f the total amount of the Letter of Credit, or an amount equalt fifteen j percent of the cost estimate of the Individual Ir t(s) shall be retained In of Credit for a periodof one-year beyond formal acceptance the Villagef the I t(s. a portion of the securityamount specified in Paragraph 2, the Developer shall maintain a cash deposit withthe Villager in the amount of --jen Thousandli ars ('. If roads are not maintainedsmooth andsurface reasonably adequate for emergencyaccess of vehicles c But trucks and ambulances,any condition I is is deemed a danger to public health or safety by the Village f Buffalo Groveu the actions of the Developer or his failure to act, and after written notice of this condition, the Developer fails to Immediately remedy the condition; then the Villagetake action to remedy the situation and charge any expensesis results the action to remedy thesituationto the cash deposit. Upon notification that the cashs s been drawn upon, the Developer shall Immediately deposit sufficient funds to maintain the deposit In theamount of z us Ii i i. the Developer has not made the additional deposit required to maintain the total cash depositin the amountf _ tip TBOusand DgIlan in ys f t # r is s s as itionl l required, it is agreed that the Village may Issue a StopOrder or also may revoke all permits which the Developer had been granted. Thiss ll continue to be maintainednil the maintenance guarantee ri s lapsed. sit may be drawn upon by the Villageif the conditionsthis Agreement r the Developer within five(s after receipt of a writtennotice noncompliance n l s of this Agreement, except In cases of danger# lihealth n safety as determined by the Village, in which case, the depositdrawn upon Immediately following notice to the Developer and his failure to Immediately remedy the situation. i do f the one-year maintenance period and upon receipt ll f a writtenrequest i s the deposit, the Village li either notify the DeveloperImprovements ar t in a proper condition for final release f the deposit, or shall release the depositin fifteen s. F. In addition to the terms, covenants, and conditions the Letter of Credit,t Developer hereby agrees t no reduction shall occur in the outstandingliability the Issuer there under, except on the written approval of the Village;, in all events, the Villageshall permit such Letter of Credit to expire, either by Its terms, r by returnsuch r of Credit to the Developer, u pon e expiration of {t r from the acceptancef the Improvements referred in by the Village. To the extent that the provisions of Paragraph 9 herein, and of the Letter of Credit, permitthe Village draw funds under such Letter of Credit, the Villager reduce the outstandingliability f the Issuer of the Letter of Creditthe extent that funds r disbursed, 10. Any Letter of Credits II provide that the issuer thereof shall not cancel r otherwise terminate said security ith written notice En to the Villaget l - j days j days In advance of termination or cancellation. 11. No occupancy r shall be issued until all exterior lighting specified i i Installed n operational. 12. The Developer a that Is responsible for the proper control of weeds, ofthe Buffalo Grove MunicipalCode.! that the Developer shall continue to resF,-vnsible for In writing In accordance with the provisions If the Developer fails to perform his maintenance responsibilities established In etth this paragraph or Chapter. , the Villageprovide written tic Developer of the Improper maintenance condition. If proper maintenance Is not completed within ten r the Developer Is provided thisnotice, the Villagea rm the maintenance and deduct the costsf the maintenance cash sdescribed In Paragraph 9E. 11 The Developer agrees no Improvements constructed in conjunctionis projectare i r located In suchay as to warrant any recapture ay en to the Developer pursuant to any applicable pr r n. 14This i shall automatically ter i n r force and affect with respect to Developer or the Property upon the expirationf the oneyear maintenance period, and upon such termination I hereto shall have no further obligations to the other, except for the Village's obligationto return the Letter of CreditDeveloper or otherwise not'nothy, the Issuer f the Letter Credit of the expirationf the Letter of Credit, The period commencingn the date set forth In the preamble to this Agreement and expiringexpiration the oner maintenance periodis referred i s the PTermn. This Agreement and theii ti ns contained hereinr In addition, and not in limitationall other agreements between the Partiesr Including, limitation, the (Annexation Agreement or BUD ordinance) dated and the obligations contained therein. againsth firstof the date i n. 9y By; Name. Title. 4 [signature ll 7 (Development CommonIV All improvements set forth and depicted In thePlans,bothpublic and private, IncludingR the extent applicable) pavements,Rstorm monumentssewers, water main, drainage and storm detention facilities, site grading, street lighting, landscaping, survey # benchmarks. (Development Name) ig:117514all Final Engineering and Landscaping Plans prepared by - Entitled: Consisting oh heet(s), last revised (see following pages) 10 [L rup 11