1990-055q?-,
2949008
?3�3 SEP 28 PM 4• .43
STATE OF ILLINOIS )
) SS.
COUNTY OF COOK & LAKE )
I, JANET M. SIRABIAN, hereby certify that I am the duly
elected, qualified and acting VILLAGE CLERK of the Village of
Buffalo Grove, Counties of Cook and Lake, Illinois, and the keeper
of its seal and records.
I hereby further certify that the attached is the original
of Ordinance No. 90-55 adopted on the loth day of
September , 19 90 , by the Village Board of the Village
of Buffalo Grove as shown by the records in my custody.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Village of Buffalo Grove aforesaid, at said Village,
in the County and State aforesaid, this 25th day of September ,
19 90
Village G�ji'r- A tra.
By_
Deputy V 4+! o f <eo k`° -
:2I
ITEM IX. (C)
XII. (A)
8/27/90
ORDINANCE NO. 90- 55
AN ORDINANCE APPROVING AN ANNEXATION AGREEMENT
Santucci Property
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit by virtue of
the Illinois Constitution of 1970; and,
WHEREAS, there has heretofore been submitted to the Corporate
Authorities of the Village of Buffalo Grove a petition to annex the property
legally described in Exhibit A hereto; and,
WHEREAS, there has been submitted to the Corporate Authorities of the
Village of Buffalo Grove an Annexation Agreement; and,
WHEREAS, proper and due notices of the public hearing on said Annexation
Agreement and Zoning has been given and a public hearing was held; and,
WHEREAS, it is determined to be in the best interest of the Village of
Buffalo Grove to approve said Annexation Agreement.
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS:
Section 1. The Annexation 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 - Marienthal, Reid, Shifrin, Mathias, O'Malley, Kahn
NAYES: 0 - None
ABSENT: 0 - None
PASSED: September 10 1990
APPROVED: September 10 1990
APPROV .
VE L. CLAYTON, Village Presid
ATTEST:
2949008
9/6/90
SANTUCCI PROPERTY
ANNEXATION AGREEMENT
TABLE OF CONTENTS
1.
Applicable Law .......................... ....................3
2.
Agreement: Compliance and Validity ............................4
3.
Enactment of Annexation Ordinance . ...........................4
4.
Enactment of Zoning Ordinance................................4
5.
Approval of Plats............................................5
6.
Compliance with Applicable Ordinances . .......................5
7.
Amendment of Plan.............................................6
8.
Building Permit Fees.........................................6
9.
Water Provision...............................................7
10.
Storm and Sanitary Sewer Provisions . .........................8
11.
Drainage Provisions..........................................9
12.
Owner Recapture of Utility Costs . ............................9
13.
Payment of Recapture Fees Owed...............................10
14.
Security for Public and Private Site Improvements ............
10
15.
Exhibits ....................................................
11.
16.
Annexation Fee..............................................11
17.
Building, Landscaping and Aesthetics Plans...................11
18.
Right of Way Dedication......................................12
19.
Park District Donations.....................................13
20.
School District Donations...................................13
21.
Annexation to the Buffalo Grove Park District................13
22.
Declaration of Covenants, Conditions, and Restrictions .......
13
23.
Facilitation of Development..................................14
24. Enforceability of the Agreement . ............................15
25. Term of Agreement...........................................15
26. Binding Effect of Agreement.................................15
27. Corporate Capacities........................................15
28. Notices.....................................................16
29. Default.....................................................16
30. Litigation...................................................17
31. Special Conditions...........................................18
SANTUCCI PROPERTY
ANNEXATION AGREEMENT
LbC.7T-ON iiAP
F/7//7A Subject Property
9/6/90
SANTUCCI PROPERTY
ANNEXATION AGREEMENT
This agreement (hereinafter referred to as the "Agreement") made and
entered into this 10th day of September, 1990, by and between 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") and American National Bank and
Trust Company of Chicago, as Trustee under a Trust Agreement dated May 15,
1987 and known as Trust No. 101533-02, and Berenice Ventrella as Successor
Trustee of the Dorothy M. Santucci Estate Trust dated December 21, 1968
(hereinafter collectively referred to as "Owner"), and the TCR Illinois
Limited Partnership, a Texas Limited Partnership, (hereinafter referred to as
"Developer").
W I T N E S S E T H:
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit by virtue of
the provisions of the Constitution of the State of Illinois of 1970; and,
WHEREAS, Owner is the owner of a certain tract of property comprising
approximately 89.072 acres legally described and identified in EXHIBIT A,
which exhibit is made a part hereof and which real estate is contiguous to
the corporate limits of the Village; and,
WHEREAS, a Plat of Annexation, including adjacent unincorporated high-
way, is attached hereto as EXHIBIT B, which depicts a total area of 88.43
acres to be annexed. The property legally described in EXHIBIT B is herein-
after referred to as the "Property"; and,
WHEREAS, Developer desires and proposes, pursuant to the provisions and
regulations of the Village's Zoning Ordinance applicable to the R-9 Multiple -
Family Dwelling District with a Residential Planned Unit Development, to
1
develop portions of the Property in accordance with and pursuant to a certain
Preliminary Plan prepared by By Design, Inc, and dated as last revised August
2, 1990, and also a Preliminary Engineering Plan prepared by Envirodyne
Engineers and dated as last revised July 30, 1990, (hereafter jointly re-
ferred to as the "Preliminary Plan") a copy of which Preliminary Plan is
attached hereto as EXHIBITS D and D-1 and Group EXHIBIT E and incorporated
herein; and,
WHEREAS, Developer will also construct on the Property certain public
improvements and the privately owned stormwater management system, including
wetlands, pursuant to EXHIBITS D and D-1 and Group EXHIBIT E; and,
WHEREAS, Developer and Owner have not proposed specific developments for
Parcels C and D, nor has the Village approved Preliminary Plans for said
parcels; and,
WHEREAS, Parcel C is to be zoned as a special use in the B-3 Planned
Business Center District, which will require future approvals by the Village;
and,
WHEREAS, development of the Property shall consist of the following uses
for Parcels A, B, C and D as legally described in EXHIBIT A-1 attached
hereto:
Parcel A (26.95 acres) - A Residential Planned Development in the R-9
District of not more than 352 dwelling units;
Parcel B (33.22 acres) - Industrial District zoning, including a
2.13-acre site to be conveyed to the Village for municipal use;
Parcel C (25.17 acres) - Subject to Paragraphs 31.J. and 31.K., B-3
District zoning including a retail shopping center with a gross floor
area not to exceed 150,000 square feet, not more than three commercial
outlots adjacent to the shopping center with Outlots 1 and 2 having
2
frontage along Milwaukee Avenue at the northwest corner of Milwaukee
Avenue and Deerfield Parkway, a restaurant (west of the shopping Cen-
ter), and a full -service hotel;
Parcel D (2.75 acres) - Office and Research District zoning for an
office building; and,
WHEREAS, pursuant to the provisions of Section 11-15.1-1 et. seq., of
the Illinois Municipal Code (Chapter 24, Illinois Revised Statutes 1989) and
as the same may have been modified by the Village's Home Rule powers, a
proposed Annexation Agreement, was submitted to the Corporate Authorities and
a public hearing was held thereon pursuant to notice as provided by statute;
and,
WHEREAS, pursuant to due notice and advertisement, the Plan Commission
of the Village has held a public hearing and made their recommendations with
respect to the requested zoning classifications of the R-9 P.U.D., B-3
Planned Business Center, Office and Research, and Industrial districts and
variations of the Village Floodplain Ordinance and Development Ordinance;
and,
WHEREAS, the President and Board of Trustees after due and careful
consideration have concluded that the annexation of the Property to the
Village and its zoning and development on the terms and conditions herein set
forth would further enable the Village to control the development of the area
and would serve the best interests of the Village.
NOW, THEREFORE, in consideration of the premises, mutual covenants and
agreements herein set forth, the parties hereto agree as follows:
1. Applicable Law. This agreement is made pursuant to and in accor-
dance with the provisions of Section 11-15.1-1 et. seq., of the Illinois
Municipal Code (Chapter 24, Illinois Revised Statutes 1989) and as the same
3
may have been modified by the Village's Home Rule powers. The preceding
whereas clauses are hereby made a part of this Agreement.
2. Agreement: Compliance and Validity. The Owner has filed with the
Village Clerk of the Village a proper petition pursuant to and in accordance
with provisions of Section 7-1-8 of the Illinois Municipal Code (Chapter 24,
Illinois Revised Statutes 1989), as the same may have been modified by the
Village's Home Rule powers, to annex the Property to the Village. It is
understood and agreed that this Agreement in its entirety, together with the
aforesaid petition for annexation, shall be null, void and of no force and
effect unless the Property is validly annexed to the Village and is validly
zoned and classified in the R-9 P.U.D., B-3, 0&R, and I districts, all as
contemplated in this Agreement.
3. Enactment of Annexation Ordinance. The Corporate Authorities
within twenty-one (21) days of the execution of this Agreement by the Village
will enact a valid and binding ordinance (hereafter referred to as the
"Annexation Ordinance") annexing the Property to the Village. Said
Annexation Ordinance shall be recorded with the Lake County Recorder's Office
along with the Plat of Annexation (attached hereto as EXHIBIT B).
Recordation shall take place no more than thirty (30) days after enactment of
Annexation Ordinance.
4. Enactment of Zoning Ordinance. Within twenty-one (21) days after
the passage of the Annexation Ordinance, the Corporate Authorities shall
adopt a proper, valid and binding ordinance, zoning the Property described as
Parcels A, B, C. and D in EXHIBIT A-1 attached hereto in the following
districts:
Parcel A - R-9 P.U.D.
Parcel B - Industrial District
4
Parcel C - B-3 Planned Business Center District
Parcel D - Office and Research District
Said zoning shall be subject to the restrictions further contained herein and
all applicable ordinances of the Village of Buffalo Grove as amended from
time to time.
5. Approval of Plans and Plats. The Corporate Authorities hereby
approve a Preliminary Plan for Parcel A and certain public improvements and
privately owned stormwater management system (EXHIBITS D, D-1 and GROUP
EXHIBIT E) pursuant to the provisions of the Development Ordinance and in
addition agree to approve a Final Plan of Development upon submission by the
Developer of complete and proper materials as required for the issuance of
appropriate building and other permits based on final versions of the plans
and drawings of the development of Parcel A, public improvements, and the
stormwater management system as submitted by the Developer provided that the
plat or plats shall:
(a) conform to the Preliminary Plan, (Group EXHIBITS D and E); and
(b) conform to the terms of this Agreement and all applicable Village
Ordinances as amended from time to time; and
(c) conform to the Development Improvement Agreement (EXHIBIT C) as
amended from time to time.
Platting for Parcels C and D shall occur after approval by the Village of
Preliminary Plans and all supporting documentation for Parcels C and D.
6. Compliance with Applicable Ordinances. The Developer and Owner
severally agree to comply with all ordinances of the Village of Buffalo Grove
as amended from time to time in the development of portions of the Property
developed by the respective party, provided that all new ordinances, amend-
ments, rules and regulations relating to zoning, building and subdivision of
land adopted after the date of this Agreement shall not be arbitrarily or
discriminatorily applied to the Property but shall be equally applicable to
all property similarly zoned and situated to the extent possible. Developer
5
and Owner severally agree that in the development of the Property, they shall
comply with the standards set forth in the Village of Buffalo Grove Develop-
ment Ordinance as amended from time to time. The Village shall provide the
Developer with a 30-day notice prior to passage of any ordinance amending the
Village's building code. This notice shall only be required for twelve
months from the date of this Agreement.
7. Amendment of Plan. If the Developer desires to make changes in the
Preliminary Plan, as herein approved, the parties agree that such changes in
the Preliminary Plan will require, if the Village so determines, the sub-
mission of amended plats or plans, together with proper supporting documenta-
tion, to the Plan Commission and/or the Corporate Authorities to consider
such changes to this Agreement. The Corporate Authorities may, at their sole
discretion, require additional public hearings and may review the commitments
of record contained in this Agreement, including but not limited to fees,
prior to final consideration of any change in the Preliminary Plan. The
Village Manager is hereby authorized to approve such minor changes as he
deems appropriate, provided that no changes: (a) involve a reduction of the
area set aside for common open space; nor (b) increases by more than two
percent (2%) the floor area proposed for non-residential use; nor (c)
increases by more than two percent (2%) the total ground area covered by
buildings.
8. Building Permit Fees. The building permit fees may be increased
from time to time so long as said permit fees are applied consistently to all
other developments in the Village to the extent possible. In the event a
conflict arises between the Developer and Owner and the Village on any
engineering and technical matters subject to this Agreement, the Village
reserves the right to pass along any and all additional expenses reasonably
6
incurred by the use of consultants in the review and inspection of the
development from time to time. Developer and Owner with respect to the
portion of the Property they develop or own, shall pay any non-discriminatory
new or additional fees hereinafter charged by the Village to developers or
property within the Village. The Village shall provide the Developer with a
30-day notice prior to passage of any ordinance increasing building permit
fees. This notice shall only be required for twelve months from the date of
this Agreement.
9. Water Provision. The Developer and Owner shall be permitted and
severally agree to tap on to the Village water system at points recommended
by the Village Engineer, which points to the extent shown on EXHIBIT E are
hereby approved by the Village. It is understood and agreed, however, that
changes to the Preliminary Engineering Plan may be required at the time of
final engineering. The Developer and Owner further severally agree to pay to
the Village such fees in accordance with the applicable Village Ordinances at
the time of the issuance of the water and sewer permits for their respective
properties subject to easement rights recorded on the Property. The Develop-
er and Owner severally agree to accept any increase in water rates and tap on
fees provided such rates and fees apply consistently to all other similar
users in the Village to the extent possible. Following such tap on, the
Village agrees to provide to the best of its ability and in a
non-discriminatory manner water service to all users on the Property in
accordance with the Preliminary Plan. Before such.water service is made
available to Parcels C and D, approval of final engineering drawings for
Parcels C and D must be obtained from the Village. Watermains serving the
Property as shown on Group EXHIBIT E and those approved as part of the
development of Parcel A shall be installed by the Developer and, except for
7
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 water system
maintained by the Village. Developer is not obligated to construct those
watermains shown on Group EXHIBIT E as "future construction."
10. Storm and Sanitary Sewer Provisions.
A. The Corporate Authorities agree to cooperate with the Developer and
Owner and to use their best efforts to aid Developer and subsequent develop-
ers of the Property in obtaining such permits from governmental agencies
having jurisdiction as may be necessary to authorize connection from the
proposed development to the Lake County Public Works Department for the
collection of sewage and to the Lake County Division of Transportation and
Illinois Department of Transportation as may be appropriate. The Developer
shall construct on -site and off -site sanitary sewers as may be necessary to
service the Property, as per EXHIBIT E. Developer is not obligated to
construct those sanitary sewers shown on Group EXHIBIT E as "future con-
struction." It is understood, however, that changes to the Preliminary
Engineering Plan may be required at the time of final engineering. Upon
installation and acceptance by the Village through formal acceptance action
by the Corporate Authorities, the Corporate Authorities agree to operate and
maintain such systems, except for sanitary sewer service connections. The
Developer and Owner agree to accept any increase in sewer rates and tap on
fees, provided that such fees and rates are applied consistently to all
similar users in the Village to the extent possible.
B. The Developer and Owner severally agree to construct on the portion
of the Property developed by it any storm sewers which may be necessary to
service such portions of the Property, as per Group EXHIBIT E. It is
E
understood, however, that changes to the Preliminary Engineering Plan may be
required at the time of final engineering. Upon installation and acceptance
by the Village through formal acceptance action by the Corporate Authorities,
the Corporate Authorities agree to operate and maintain that portion of the
storm sewer system which serves public streets, or multiple properties, and
the Developer and Owner severally agree to operate and maintain that portion
of the storm sewer system located on the portions of the Property owned by
each respective party and not dedicated, and shall record a covenant to that
effect within thirty (30) days of the recording of the final plat. It is
understood and agreed that the stormwater management system and wetlands
mitigation plan requires approval by various State and Federal agencies. If
said approvals require revisions to any plans herein approved by the Village,
said revisions are subject to Village approval.
11. Drainage Provisions. The Developer and Owner severally agree to
fully comply with any reasonable request of the Village Engineer related to
the placement of buildings on lots owned by the Developer or Owner respec-
tively to preserve drainage standards. The Developer and Owner shall sever-
ally agree to install on the properties respectively owned by them any storm
sewers and/or inlets which are required to eliminate standing water or
conditions of excess sogginess which may, in the opinion of the Village
Engineer, be detrimental to the growth and maintenance of lawn grasses.
12. Owner Recapture of Utility Costs. It is understood and agreed that
if a portion of the sanitary sewer, storm sewer, and/or watermain to be
constructed and installed by the Developer or Owner to serve the proposed
development on the Property (hereinafter referred to as "Property Improve-
ments") is required by the Village to be so located and/or oversized as to
benefit vacant neighboring properties not owned by the Owner or Developer,
E
thus making such utility service available thereto, the Corporate Authorities
agree to adopt an ordinance to permit the Owner or Developer respectively to
recapture from such vacant neighboring property owners as may be benefitted
by the Property Improvements, that portion of the actual costs of oversizing
the construction and installation of Property Improvements, in such propor-
tionate amounts from such neighboring property owners as may be so benefitted
as determined by the Village. Said recapture ordinance shall only be en-
forceable for seven (7) years from its passage. The Village, Developer, and
Owner agree to use their best efforts to cooperate to achieve the most
practical and feasible route to the off -site utilities connection points.
The Village agrees to cooperate with the Owner or Developer in effectuating
recapture from future developers as appropriate.
The Village shall be entitled to a five percent (5%) fee from any
amounts hereby recaptured as and for its collection efforts.
13. Payment of Recapture Fees Owed. Any amount of recapture currently
required to be paid by this Property, as evidenced by recorded instruments at
the Lake County Recorder of Deeds, shall be due and payable upon final
platting of any portion of the Property.
14. Security for Public and Private Site Improvements. Security for
public and private site improvements shall be provided in accordance with the
Development Ordinance, and the Development Improvement Agreement (EXHIBIT C)
as amended from time to time. The Development Improvement Agreement, at-
tached as EXHIBIT C, is a model form only, and does not represent the actual
agreement between Developer, Owner and Village. Any letter 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
10
credit, either by its own terms or 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 if a default occurs.
15. Exhibits. The following EXHIBITS, some of which were presented in
testimony given by the Developer or the witnesses during the hearings held
before the Plan Commission and the Corporate Authorities prior to the exe-
cution of this Agreement, are hereby incorporated by reference herein, made a
part hereof and designated as shown below. This Agreement, upon execution by
the parties, together with copies of all EXHIBITS, shall be kept on file with
the Village Clerk and be available for inspection to the parties hereto.
EXHIBIT A Legal Description
EXHIBIT A-1 Legal Description and Plat of Survey dated June 20,
1990 of Zoning Parcels A, B, C, and D
EXHIBIT B Plat of Annexation dated June 20, 1990
EXHIBIT C Development Improvement Agreement (model form)
EXHIBIT D,D-1 Preliminary Plan (Sheet S-1, Overall Site Plan Dated
D-2 August 2, 1990 (revised);
Sheet S-2, Residential Site Plan; Sheet S-3, Illus-
trative Commercial Site Plan) dated June 19, 1990
(revised) by By Design, Inc.
EXHIBIT E,E-1, Preliminary Engineering Plan (Sheet 1) dated July
E-2 30, 1990 (revised); Preliminary Engineering Sections
(Sheet 2) dated June 26, 1990; Wetlands Mitigation
Concept dated June 5, 1990
EXHIBIT F Residential Apartment (Barclay Station) Floor Plans
and Elevations (5 sheets) by Cordogan, Clark Archi-
tects
16. Annexation Fee. Developer agrees to pay an annexation fee in an
amount equal to $400.00 per residential dwelling unit which fee shall be
payable prorata at issuance of building permits. However, this fee shall be
paid in full prior to the expiration of this Agreement.
17. Building, Landscaping and Aesthetics Plans. Developer and Owner
severally will submit building and landscaping plans for the portions of the
11
Property they develop (which landscaping plans shall conform to the require-
ments of Village Ordinances) for final approval by the Appearance Commission
and the Corporate Authorities before commencing construction of buildings.
Lighting and signage shall be compatible with surrounding areas. Developer
shall grade and seed Parcels C and D in accordance with Village standards in
conjunction with construction of Deerfield Parkway. Phases not under con-
struction or completed shall be maintained by the owners thereof in a neat
and orderly fashion as determined by the Village Manager.
18. Right of Way Dedication. The Owner and Developer acknowledge that
it is the intention of the Village and other involved agencies that Milwaukee
Avenue will be widened adjacent to the Property and that Deerfield Parkway
and Barclay Boulevard will be constructed on the Property. The Owner agrees
to dedicate the following right-of-ways as depicted on EXHIBIT E as part of
the first phase of development of the Property, but in any event not later
than July 1, 1992. If Owner fails to dedicate said right of ways by such
date, then the Village shall, upon notice to Owner, allow Owner sixty (60)
days to dedicate such right of ways. If, after such notice, Owner fails to
dedicate such right of ways, then with notice to Owner, the Village may begin
proceedings to disconnect from the Village the Property owned by Owner or at
the option of the Village, to rezone the Property to the Residential Estate
(RE) District zoning classification. In such event, this Agreement shall be
considered to be the petition of the Owner to disconnect the Property, or at
the option of the Village to rezone the Property to the RE District zoning
classification. In the event of such disconnection or rezoning, the
obligations contained herein shall not cease, but shall run with the land and
be enforceable by the Village.
Milwaukee Avenue: Additional right-of-way along the west side of the
road to provide a width varying from 54 feet to 66 feet from the
12
centerline of Milwaukee Avenue as depicted on EXHIBIT E. It is planned
that the future right-of-way along Milwaukee Avenue will be 75 feet from
the centerline. The Owner, pursuant to EXHIBITS E and E-1, will dedi-
cate between four (4) feet and 16 (sixteen) feet of additional
right-of-way from the existing right-of-way of 50 feet from the
centerline of Milwaukee Avenue. The future right-of-way not being
dedicated at this time shall be used only as a landscaped area and to
allow future access to Parcel C.
Deerfield Parkway: A minimum right-of-way of 105 feet, and a
right-of-way of 117 feet at the western approach to Milwaukee Avenue to
permit intersection improvements including turning lanes;
Barclay Boulevard: A right-of-way of 80 feet.
19. Park District Donations. The Developer and Owner severally agree
to comply with the provisions of Title 19 of the Buffalo Grove Municipal Code
as amended regarding park donations.
20. School District Donations. The Developer and Owner severally agree
to comply with the provisions of Title 19 of the Buffalo Grove Municipal Code
as amended from time to time regarding school donations. The Developer and
Owner severally agree that it will make contributions of cash to the Village
for conveyance to School Districts #102 and #125 according to the criteria of
said Title.
21. Annexation to the Buffalo Grove Park District. The Owner and
Developer severally agree, at the request of the Buffalo Grove Park District,
to annex any part or all of the subject Property owned by it to said Park
District.
22. Declaration of Covenants, Conditions, and Restrictions. The
Property (excepting the fire station site as long as such site is used for
public purposes) shall be subject to a declaration of covenants, conditions
13
and restrictions ("Declaration") which shall include but not by way of
limitation a provision whereby the Village shall have the right, but not the
obligation to enforce the following obligations, and further, the Village
shall have the right, upon thirty (30) days prior written notice specifying
the nature of a default of the Declaration, to enter upon the portions of the
Property not in compliance therewith and cure such default, or cause the same
to be cured at the cost and expense of the Association created pursuant to
Paragraph 31.E of this Agreement or their successor(s) in interest. If such
default occurs because of the Association's failure to maintain pursuant to
the Declaration, the Village shall also have the right to charge or place a
lien upon the Property (excepting the fire station site as long as such site
is used for public purposes) for repayment of such costs and expenses,
including reasonable attorneys' fees in enforcing such obligations. The
Declaration shall further provide that this provision may not be amended
without the prior approval of the Village. The Declaration shall include, but
not by way of limitation, covenants and obligations to maintain: 1.
stormwater retention ponds, wetlands, and drainage systems on the Property
pursuant to Village ordinances and in a neat and orderly manner so as to not
cause erosion, odor, or other conditions determined by the Village Engineer
or Health Officer to be detrimental to the area, and 2. the bike path on
Parcel B in accordance with Village standards. Said Declaration shall be
submitted at the time of first plat approval, and shall be subject to ap-
proval by the Village for compliance with this annexation agreement. This
paragraph is not intended to address individual property owners' violations
of Village ordinances.
23. Facilitation of Development. Time is of the essence of this
Agreement, and all parties will make every reasonable effort to expedite the
subject matters hereof. It is further understood and agreed that the suc-
14
cessful consummation of this Agreement and the development of the Property in
the best interests of all the parties requires their continued cooperation.
The Owner and Developer do hereby evidence their intention to fully comply
with all Village requirements, their willingness to discuss any matters of
mutual interest that may arise, and their willingness to assist the Village
to the fullest extent possible. The Village does hereby evidence its intent
to always cooperate in the resolution of mutual problems and its willingness
to facilitate the development of the Property, as contemplated by the pro-
visions of this Agreement.
24. Enforceability of the Agreement. This Agreement shall be enforce-
able in any court of competent jurisdiction by any of the parties or by an
appropriate action at law or in equity to secure the performance of the
covenants herein described. If any provision of this Agreement is held
invalid, such provisions shall be deemed to be excised herefrom and the
invalidity thereof shall not affect any of the provisions contained herein.
25. Term of Agreement. This Agreement will be binding on all parties
for a term of twenty (20) years from the date of the execution of this
Agreement by the Village. This Agreement shall not be assigned without prior
written consent of the Village, except an assignment of Parcel A can be made
to a partnership of which a Trammell Crow Residential entity is a general
partner.
The Village acknowledges that written consent will not be necessary in the
event of a foreclosure or deed in lieu of foreclosure.
26. Binding Effect of Agreement. This Agreement shall be binding upon
the Property, the parties hereto, and their respective successors and as-
signs. The benefits and burdens hereof shall run with the land.
27. Corporate Capacities. The parties acknowledge and agree that the
individuals that are members of the group constituting the Corporate Author-
15
ities are entering into this Agreement in their official capacities as
members of such group and shall have no personal liability in their indi-
vidual capacities.
28. Notices. Any notice required 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 business day following deposit in the U.S. Mail.
If to Owner: Berenice Ventrella
2311 Dorina Drive
Northfield, IL 60093
If to Developer: Mark Tennison
Trammell Crow Company
9450 W. Bryn Mawr Avenue
Suite 550
Rosemont, IL 60018
Copy to: Robert Gordon
Mayer, Brown and Platt
190 S. LaSalle Street
Chicago, IL 60603-3441
If to Village: Village Clerk
Village of Buffalo Grove
50 Raupp Boulevard
Buffalo Grove, IL 60089
Copy to: William G. Raysa, Esq.
Bloche, French & Raysa
1140 Lake Street
Suite 400
Oak Park, IL 60301
29. Default.
A. In the event Owner or Developer or subsequent developers
defaults in its performance of its obligations set forth in this Agreement,
then the Village, shall, upon notice to such party allow such party sixty
(60) days to cure default or provide evidence to the Village that such
default will be cured in a timely manner if it cannot be cured during said
period. Such notice shall specify the nature of the default. If such party
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fails to cure such default or provide such evidence as provided above, then,
with notice to such party, the Village may begin proceedings to disconnect
from the Village the appropriate portion of the Property owned by such
defaulting party upon which development has not been completed or at the
option of the Village, to rezone such portion of the Property upon which
development has not been completed to the Residential Estate (R-E) District
zoning classification. In such event, this Agreement shall be considered to
be the petition of such party to disconnect such portion of the Property, or
at the option of the Village to rezone such portion of the Property to the
R-E District zoning classification.
B. In addition to sub -paragraph A. hereof, it is recognized by
the parties hereto that there are obligations and commitments set forth
herein which are to be performed and provided for by a specific party and not
by all parties. The Village agrees that the non -obligated party as such is
exculpated from any personal liability or obligation to perform said commit-
ments and obligations set forth herein and that the Village will look solely
to the defaulting party for such performance, except that to the extent that
the other party or successor thereto shall become a developer or shall
designate or contract with a developer other than the defaulting party, then
in that case, the other party or the new designee shall be subject to the
liabilities, commitments and obligations of this Agreement. Developer shall
not be responsible for the obligations of Owner or the developers of Parcels
C and D.
30. Litigation.
A. The Owner and/or Developer, at its cost, shall be responsible
for any litigation with third parties which may arise relating to the
annexation, zoning or Owner or Developer's development of the Property but
not arising from wrongful acts of the Village. Owner and Developer shall
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cooperate with the Village in said litigation but Owner or Developer's
counsel will have principal responsibility for such litigation to the extent
such litigation affects Parcel A or B. Notwithstanding anything herein to
the contrary, Developer shall not be responsible for any litigation relating
only to Parcels C and D.
B. The Owner or Developer, as the case may be, shall reimburse
the Village for reasonable attorney's fees, expenses and costs incurred by
the Village resulting from litigation relating to the annexation, zoning and
development of the portions of the Property owned by it or in the enforcement
of any of the terms of this Annexation Agreement upon a default by the Owner
or Developer.
C. Owner and Developer hereby severally indemnify and hold the
Village harmless from any actions or causes of action which may arise as a
result of development activities for which the Owner or Developer, as the
case may be, is responsible. This indemnity shall terminate, as the case may
be, upon the issuance by the Village of the final certificate of occupancy at
the completion of the development for each Parcel.
D. The Village shall not have the authority pursuant to this
Paragraph to have judgment entered against the Developer or Owner, as the
case may be.,
31. Special Conditions.
A. The following variations to the Village's Development Ordi-
nance and Floodplain Ordinance are hereby granted, and the same shall be
incorporated into the zoning ordinance referred to in Paragraph 4. hereof.
DEVELOPMENT ORDINANCE:
1. Section 16.50.040.C.4. - to allow a minimum pond depth of
less than 15 feet; to waive the requirement for natural stones as a side
treatment for ponds; to allow a pond ledge of 8 feet instead of 12 feet;
and to allow a pond side slope of 3:1 instead of 6:1. Said variations
are needed to implement the stormwater management and wetlands mitiga-
tion plan for the Property.
0
FLOODPLAIN ORDINANCE:
1. Section 18.12.070.D. - to allow a setback of less than
100 feet from the centerline of Aptakisic Creek and to allow grading and
stormwater ponds within the setback;
2. Section 18.12.070.F. - to allow compensatory storage for
water of 87 percent instead of 100 percent, subject to compliance with
applicable State and Federal regulations, and on the condition that
stormwater will not be discharged at a greater rate from the Property
than the existing discharge rate.
B. The fire station site as depicted on EXHIBIT D as not less
than 2.13 acres shall be conveyed to the Village within sixty (60) days of a
written request from the Village but no later than 60 days after completion
of the improved site as reasonably determined by the Village. All conveyance
documents and procedures shall be performed by the Developer and Owner in
accordance with the reasonable requirements of the Village Attorney and in
accordance with normal and customary standards. Sufficient soil borings
shall be made by the Village at their expense to determine the suitability of
the site for construction of a fire station, parking lots, driveways, and
possible training facilities. If, in the reasonable opinion of the Village,
the soils are unsuitable for such development, the Developer shall remove the
unsuitable material and replace it with engineered fill. Said site shall
then be properly graded, drained, and seeded before conveyance to the Vil-
lage. Any wetlands or other features of the site shall be properly mitigated
pursuant to all applicable Government regulations before conveyance to the
Village. All improvements adjacent to the site or serving the site required
by the Development Ordinance and other improvements described above shall be
completed by the Developer as part of the first phase of development in
advance of conveyance of the Property to the Village. All work shall be
designed, performed and constructed in a manner acceptable to the Village.
Any expenses incurred to comply with the above requirements shall be borne by
the Developer.
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C. Developer shall construct the following street improvements as
approved by the Village Engineer:
Deerfield Parkway - Deerfield Parkway shall consist of a 10" P.C.C.
standard reinforced pavement over a 4" stabilized base course (CA6),
with four 12 foot travel lanes, 16 foot median (including left turn
lanes) and B6:24 curb and gutter, and shall comply with applicable FAUS
standards and as approved by the Village Engineer. Developer agrees to
construct said road on the Property as depicted on EXHIBITS D and E.
It is understood and agreed that it is the intent of the Village,
the Developer, and the Owner to construct Deerfield Parkway as the first
phase of the development and to complete construction of said road
within twelve (12) months of the date of this Agreement, however, in no
event will certificates of occupancy be issued prior to completion of
the road.
Developer shall provide trees in the landscaped median as approved
by the Village Engineer. Said trees shall be Thornless Skyline
Honeylocust (2-1/2 inch caliper), planted 40 feet on -center.
The Village may require a special engineering consultant to assist
in the inspection of this pavement work in order to maintain a timely
construction schedule. Developer agrees to reimburse the Village for
these engineering costs when incurred.
Barclay Boulevard - Developer shall construct said road on the
Property in compliance with the Village Development Ordinance standards
and as depicted on EXHIBITS D and E. It is understood and agreed that
Barclay Boulevard shall be completed in the first phase of the develop-
ment, and no certificates of occupancy will be issued prior to com-
pletion of said road.
Milwaukee Avenue; Deerfield Parkway intersection - Developer shall
construct improvements including turning lanes as required by the
Village and as depicted on EXHIBITS D and E. Developer shall provide
information concerning the existing pavement and right-of-way at
Deerfield Road and Milwaukee Avenue, and shall provide design informa-
tion concerning the planned alignment of Deerfield Parkway with existing
Deerfield Road, and the design of a turn lane from westbound Deerfield
Road to northbound Milwaukee Avenue and a left turn storage lane for
northbound Milwaukee Avenue to westbound Deerfield Parkway.
Developer shall install streetlights at the intersection of
Milwaukee Avenue and Deerfield Parkway as part of the first phase of the
development; required streetlights along the remainder of the Property's
Milwaukee Avenue frontage shall be installed by the developer of Parcel
C at the time of development of the adjacent parcels unless otherwise
required of the Developer by the Illinois Department of Transportation
at the time of installation of the intersection lights.
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D. The Developer shall deposit cash or a letter of credit with
the Village prior to approval of the first plat of subdivision to guarantee
construction of the north -south eight -foot sidewalk along Milwaukee Avenue no
later than one year after the date of this Agreement.
E. The Developer and Owner intend to create an association
pursuant to Paragraph 22 that will own and maintain all stormwater management
areas and wetlands on the Property. The association shall be binding on all
the Property (excepting the fire station site as long as such site is used
for public purposes.) Easements shall be provided for the Village to enter
the Property to correct conditions if necessary.
F. The Developer shall construct an eight -foot wide bike path
from Deerfield Parkway to Aptakisic Creek at the north line of the Property.
Said bike path may be constructed on the sanitary sewer easement in the
stormwater management area or along the east side of Barclay Boulevard and
the north side of the Property. The final location of the bike path is
subject to Village approval.
The Developer shall design and construct an eight -foot wide
bike path from the north. line of the Property north along Aptakisic Creek to
connect to the existing bike path in the Arbor Creek Business Centre. The
Developer shall pay the lesser of one-half or $12,500 of the cost of the
physical construction of said bike path, the balance of such cost to be paid
by the Village. The design and location of said bike path is subject to
Village approval.
G. An easement shall be provided over the entire bicycle path
system and wetland areas on the Property allowing access to the public. Said
easement shall also include the pond overlook and the stubs of the bicycle
path into the parking lots on Parcel A. The entire public bike path easement
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shall be ten (10) feet in width, and all bike paths shall be constructed in
accordance with Village ordinances. The emergency access easement on Parcel
A, as depicted on EXHIBIT D-1, shall be fourteen (14) feet wide from the
parking lot to the south lot line of Parcel A. Construction and design of
the emergency access road is subject to Village approval.
On Parcel A on EXHIBIT D-1, the bicycle path is delineated as an
eight -foot path. A maintenance covenant shall be provided requiring mainte-
nance in accordance with Village standards of the bicycle path on Parcel A by
the owners of Parcel A.
H. Six (6) bus shelters shall be provided on the Property as
recommended by the Village Transportation Commission and as depicted on
EXHIBIT D. The shelters shall be installed concurrent with the development
of each adjacent parcel as directed by the Village. The developer of each
adjacent parcel shall be responsible for the installation of each bus shelter
adjacent thereto.
I. Development of the R-9 Residential Planned Development on
Parcel A, as described in EXHIBIT A-1, shall be in accordance with EXHIBITS
D, D-1, and Group EXHIBIT E attached hereto. Vehicle turning radii as
depicted on EXHIBIT D-1 are subject to approval by the Buffalo Grove Fire
Department. •The recreation facilities depicted on EXHIBIT D-1, including all
8-foot paths, tot lot, and sand volleyball area shall be constructed in the
first phase of the residential development.
J. It is understood and agreed that the plans for the proposed
retail center, outlots, restaurant, hotel, and office building depicted on
EXHIBITS D and D-2 are subject to approval by the Village pursuant to appli-
cable Village ordinances including the Preliminary Plan and final plat
requirements of the Development Ordinance. Except as set forth in the
22
following sentence, no curb cuts to any of the foregoing proposed uses are
approved by this Agreement, and all curb cuts are subject to Village ap-
proval. Notwithstanding EXHIBITS D and D-2, curb cuts for the B-3 retail
center at the northwest corner of Deerfield Parkway and Milwaukee Avenue
shall be limited to two curb cuts to Deerfield Parkway and one curb cut to
Milwaukee Avenue.
K. Parcel C is a special use in the B-3 Planned Business Center
District which is to be planned as a unified development with design com-
patibility of all buildings and structures within the development. Notwith-
standing EXHIBIT D-2, it is acknowledged by the Owner that planning for
Parcel C has not been accomplished. In order to achieve the foregoing, and
the orderly development of Parcel C, and to accomplish the overall design and
aesthetics desired by the Village and the Owner, the Village has the right to
approve all uses and developments of Parcel C. It is the intent of the
Village to ensure high -quality developers of Parcel C. Nothing contained
herein shall be construed to preclude Owner from acting as a developer of any
portion of the Property.
Development of Parcel C shall be limited to a retail shopping
center with a gross floor area not to exceed 150,000 square feet, not more
than three commercial outlots adjacent to the shopping center at the north-
west corner of Milwaukee Avenue and Deerfield Parkway, a restaurant, and a
full -service hotel. Changes to these uses may be considered by the Village
upon application of the developer. It is understood and agreed that the said
three commercial outlots shall each provide required parking for any uses
located on each outlot, and said parking shall be located on the outlot where
said use is located.
L. The proposed hotel depicted on EXHIBIT D shall be a
full -service facility including meeting rooms and banquet facility; the
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height of the hotel shall not exceed 45 feet, and all roof -top mechanical
units shall be screened by a parapet wall. Said parapet wall may extent
beyond said 45-foot height limit.
M. Developer and Owner shall televise the existing sanitary sewer
owned by the Village of Lincolnshire located on the Property to determine the
condition of said sewer. A copy of the report and related materials concern-
ing the condition of the sewer shall be submitted to the Village of
Lincolnshire and the Village of Buffalo Grove. Developer and Owner shall
re -televise the Lincolnshire sanitary sewer after construction of Deerfield
Parkway and utilities and stormwater management areas required in the first
phase of development of the Property. A copy of said report shall be submit-
ted to the Village of Lincolnshire and the Village of Buffalo Grove. Devel-
oper and Owner shall complete in a timely manner any repairs to the sanitary
sewer required as a result of construction in development of the Property.
All engineering plans concerning said sewer are subject to approval by the
Buffalo Grove Village Engineer.
N. Developer and Owner shall make best efforts to preserve any
trees recommended for preservation by the Village Forester.
0. If Developer fails to purchase Parcel A, Developer shall have
no liability under this Agreement. Prior to any development of the Property
pursuant to this Agreement, Developer's obligations hereunder must be assumed
by another developer or Owner.
P. The Developers of Parcels A, C and D will pay to the Village a
combined total Fire Impact Fee of $75,000 at the time of final platting of
each parcel. This fee shall be pro -rated by the proportional acreage of each
contributing parcel to the total acreage of Parcels A, C and D.
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Q. Notwithstanding anything contained in this Agreement to the
contrary, it is understood and agreed that the Owner listed herein will not
be required to contract for or enter into any construction agreement, to
satisfy the construction requirements of this Annexation Agreement, unless
the Owner elects to become a developer of the property. The Owner listed
herein shall not be required to complete any construction begun but not
completed by TCR Illinois Limited Partnership. This paragraph pertains to
the Owner listed herein and not to any successors and assigns of said Owner.
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ATTEST:
W-illage Clerk
I -A, I:),,
I 10� 74j- il ihr- C JI
jil-j;�djj,,, or cr or
oil z:o'ni;)t of
VILLAGE OF BUFFALO GROVE
VERNK L. CLA-YTON, Village Presicent
OWNER
Berenice Ventrella as Successor
Trustee of the Dorothy M. Santucci Trust
Dated December 21, 1968
M
OWNER
American National Bank and Trust Co.
of Chicago as Trustee under Trust
Agreement No. 1015�3-02 dated
May 15, 1987
by
WHELAN
DEVELOPER
TCR Illinois Limited Partnership
by TC Residential Illinois, Inc.,
General Partner
/ C. 4t0NALD BLANKENSHIP
Its Lil ( e- fn- 7'
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