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1984-015 AN ORDINANCE APPROVING ANNEXATION AGREEMENT (CORPORATE GROVE CORRIDOR - NORTH AND SOUTH) 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 public hearings on said Annexation Agreement and Zoning have been given and public hearings were held; and , WHEREAS, it is determined to be in the best interests 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: . Glover _m _ -..• N � teen, 5�- Marienthal,- Stone, O'Reilly,y, -arts NAYES: 0 - None 1 Reid ABSENT: /1..9 8 g PASSED: February6 O APPROVED- February 6 ► 19 8 4 w APPROVFUT— - _ ...._Vi 11age President..or�� ,'}o• Via/ AT` 2ST: r' J . y + Lac ? ANNEXATION AGREEMENT This agreement (hereinafter referred to as the "Agreement") made and entered into this 6th day of Februar 1984 , 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 FIRST STATE BANK OF PARK RIDGE, not personally but as Trustee under a certain trust agreement dated December 11, 1981 and known as Trust No. 1269 (hereinafter referred to as "Owner") . 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 37. 538 acres depicted on a Plat of Annexation attached hereto as Exhibit "B" and specifically incorporated by reference herein which property is described thereon as the "Property" , which real estate is contiguous to the corporate limits of the Village; and WHEREAS, Owner desires and proposes to develop the Property pursuant to the provisions and regulations applicable to the I, B-1 and R-9 PUD District of the 3 Village Zoning Ordinance and subject to all other exhibits attached hereto or incorporated by reference herein. WHEREAS, pursuant to the provisions of Section 11-15. 1-1 et, seq. , of the Illinois Municipal Code (Chapter 24, Illinois Revised Statutes 1981) and the Village ' s home ome rule powers a proposed Annexation Agreement, in substance and in form substantially the same as this 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 in the manner provided by law, the Plan Commission of the Village has held such public hearing prescribed by law and made their recommendations with respect to the requested zoning classification of I, B-1 and R-9 PUD District; 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: -270013 ` -2- 46 1• Applicable Law. This Agreement is made pursuant to and in accordance with the provisions of Section 11-15. 1-1 et. seq. , of the Illinois Municipal Code (Chapter 24, Illinois Revised Statutes 1981) and the Village' s Home Rule powers. The preceding whereas clauses are hereby made a part of this Agreement. 2. A reement: Com liance and Validit The Owner has filed with the Village Clerk of the Vil lage a proper petition (Exhibit "A" hereto) pursuant to and in accordance with provisions of Section 7-1-8 of the Illinois Municipal Code (Chapter 24 , Illinois Revised Statutes 1981) , conditioned on the execution of this Agreement and the compliance with the terms and provisions contained herein, 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 I, B-1 , and R-9 PUD District, 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 (hereinafter referred to as the "Annexation Ordinance") annexing the Property to the Village. Said Annexation Ordinance shall be recorded with . ;2�pU13 K -3- Ik 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 in the I, B-1 and R-9 PUD District as depicted on the Zoning Plat attached hereto as Exhibit "D" and specifically incorporated by reference herein, 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 Plats. The Corporate Authorities agree to approve a Concept Plan in a form attached hereto as Exhibit "E" and specifically incorporated by reference herein and in addition agree to approve Preliminary and Final Plans of Development or plats or phases of the development of property upon submission by the Owner 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 property as submitted by the Owner provided that the plat or plats shall: I-A2'70013 -4- (a) conform to the Zoning Plat (EXHIBIT D) and (b) conform to the terms of this Agreement and all applicable Village Ordinances as amended from time to time, provided however, that any such changes to any such ordinances shall not preclude development of the Property in substantial conformance with the Concept Plan without consent of owners; and in no event shall any ordinances now or hereafter in force supercede the provisions of the Concept Plan without the consent of Owner; and (c) conform to the Development Improvement Agreement (EXHIBIT C) and Development Ordinance as amended from time to time. It is understood and agreed that the final subdivision plat or plats that will hereinafter be submitted by the Owner shall conform to the phases , if any, of the development as will be shown on the Preliminary Development Plan. 6. Compliance with A. . licable Ordinances. The Owner agrees to comply with all ordinances of the Village of Buffalo Grove as amended from time to time in the development of the property, provided that all new �0013 -5- ordinances, amendments , 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. Owner, in the development of the property shall comply with the standards set forth in the Village of Buffalo Grove Development Ordinance as amended from time to time. Notwithstanding anything to the contrary herein contained during the term of this Agreement, it is understood that the zoning of the Property shall not be reclassified without Owner' s consent, except as provided in paragraph 30 hereof, nor shall Owner be prohibited from developing the Property in accordance with the Concept Plan. 7. Amendment of Plan. If the Owner desires to make changes in either the Concept Plan or Preliminary Development Plan, the parties agree that such changes in said Plans will require , if the Village so determines, the submission of amended plats or plans, together with proper supporting documentation, 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 � '�OU13 -6- final consideration of any change in said Plans. The Village Manager is hereby authorized to approve such minor changes as he deems appropriate , provided that no such change (a) involves 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 nonresidential use; nor (c) increases by more than two percent (2%) the total ground area covered by buildings. 8. Buildin 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 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 incurred by the use of consultants in the review and inspection of the development from time to time. Owner shall pay any non-discriminatory new or additional fees hereinafter charged by the Village to Owner or the Property. 9. Water Provision. The Owner shall be permitted and agrees to tap on to the Village water system at points recommended by the Village Engineer. The Owner further agrees 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 . The <0U-13 y Owner agrees 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 Development Plan. Watermains serving the Property P y and those approved as part of the development shall be installed by the Owner and, 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 water system maintained by the Village. It is understood that the property located immediately to the east of the Property, "The Corporate Grove Property" and/or other properties to the south are in the process of providing water lines to the property line of the Property at Busch Road and along Weiland Road south of Busch Road which water lines shall be sufficient to serve the Property and to which Owner may connect without any recapture cost for extending said water lines to the Property, provided however, that the Village shall not be responsible for providing said water lines to the Property in the event said water lines are not installed in connection with the development of the Corporate Grove Property. Owner shall �b -s- not be responsible for constructing any watermains along Weiland Road south of Busch Road. 10. Storm and Sanitary Sewer Provisions. A. The Corporate Authorities agree to cooperate with the Owner and to use their best efforts to aid Owner 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. The Owner shall construct on-site sanitary sewers as may be necessary to service the Property and shall construct off-site sanitary sewers as may be necessary to service that portion of the Property falling generally west of the Aptakisic Creek. It is understood that The Corporate Grove Property is in the process of providing sanitary sewers to the east property line of the Property which sanitary sewer shall be sufficient to service that portion of the Property falling generally east of the creek located thereon and to which Owner may connect without any recapture cost for extending said sanitary sewers to said property line. The Village agrees that the Property shall be included in the sewer service area map with respect to The Corporate Grove Property, and a population equivalent for the Property shall also be included in the permit for The Corporate Grove Property. Upon in and acceptance by the Village through formal acceptance action ::270013 -9- 1� by the Corporate Authorities , the Corporate Authorities agree to operate and maintain such systems, except for sanitary sewer service connections. The Owner agrees 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. B. The Owner shall also construct on the property in question any storm sewers which may be necessary to service the Property. 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 drains the public rights-of-way, or multiple properties, and the Owner agrees to operate and maintain that portion of the storm sewer system located on the subject property and not dedicated, and shall record a covenant to that effect within thirty (30) days of the recording of the Plat of Subdivision. 11. Drainage Provisions. The Owner shall fully comply with any reasonable request of the Village Engineer related to the placement of buildings on lots, to preserve drainage standards. The Owner shall install any storm sewers and/or inlets which are required to eliminate standing water or conditions of excess sogginess which may, in the reasonable opinion of the Village Engineer, be detrimental to the growth and maintenance of lawn grasses. -10- ;;; A(OU13 The Village agrees to allow improvements , including but not limited to parking lots, retention areas , utilities, etc. , but not including buildings, within one hundred (100) feet of the center line of the creek located on the Property provided however it is understood that in no event shall any construction, reconstruction, regrading, or building take place within the designated one hundred (100) year floodway as established by the Village ' s flood studies, except for utilities , foot bridges, and walkways. It is further understood that compliance with the rules and reguations of the National Flood Insurance Program shall be met. 12. Owner Reca ture of utilitv Costs. It is further understood and agreed that in the event a portion of the sanitary sewer, storm sewer, and/or watermain to be constructed and installed by the Owner to serve the proposed development (hereinafter referred to as "Owner' s Improvements") may be required by the Village to be so located and/or oversized as to benefit vacant neighboring properties not owned by the Owner, thus making such utility service available thereto, the Corporate Authorities agree to adopt an ordinance and take such other action as may be necessary to permit the Owner to recapture from such vacant neighboring property owners as may be benefitted by the Owner' s Improvements , that portion of the actual costs of oversizing the construction and installation of Owner' s f0013 3 -11- Improvements, in such proportionate amounts from such neighboring property owners as may be so benefitted as determined by the Village and Owner. The Village and Owner agree to use their best efforts to cooperate to achieve the most practical and feasible route to the off-site utility connection points. The Village agrees to cooperate with the Owner in effectuating recapture from future developers as appropriate and will not issue building permits until such sums are paid. The Village shall be entitled to a five percent (5%) fee from any amounts hereby recaptured as and for its collection efforts. 13. Street and Parking Area Provisions. The Owner agrees that all streets , parking and other areas are to be constructed in accordance with Village standards as set forth in the Development Ordinance as amended from time to time except as set forth in paragraph 5. 14. Security for Public and Private Site Im rovements. Securityfor 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. 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 � -12- that the letter of 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 the Owner fails to complete the work required, the amount of the letter of credit shall not be reduced by expenditures made by the Owner until such improvements have been formally accepted by the Village. 15. Exhibits. The following Exhibits , some of which were presented in testimony given by the Owner or the witnesses during the hearing held before the Plan Commission and the Corporate Authorities prior to the execution 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 Petition for Annexation of Property EXHIBIT B Plat of Annexation EXHIBIT C Development Improvement Agreement EXHIBIT D Zoning Plat EXHIBIT E Concept Plan 16 . Buildin , Landsca in . and Aesthetics Plans. Owner will submit building and landscaping P � g plans (which landscaping plans shall conform to the requirements of � 5 -13- 13 i Village Ordinances) for approval by the Appearance Commission and the Corporate Authorities before commencing construction of buildings. Lighting and signage shall be complimentary to surrounding areas. Phases not under construction or completed shall be maintained in a neat and orderly fashion as reasonably determined by the Village Manager. 17. Declaration of Condominium. In the event that any portion of the property shall be developed under the Illinois Statutes relating to condominiums, the condominium covenants, conditions and restrictions shall include a provision whereby the Village shall have the right, but not the obligation, to enforce covenants or obligations of the association or the owners of the units as defined and provided within the Declaration of Condominium, and further shall have the right, upon thirty (30) days prior written notice specifying the nature of a default, to enter upon common open spaces and cure such default, or cause the same to be cured at the cost and expense of the association or the owner or owners thereof. The Village shall also have the right to charge or place a lien upon the property of the condominium association for the 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 approval of the Village. " ,pU13 I. -14- 1�f Prior to recording, the finalized Declaration of Condominium shall be submitted to the Corporate Authorities for their approval. Said Declaration shall include, but not by way of limitation, the following covenants and obligation: to maintain the common areas pursuant to Village of Buffalo Grove Ordinances and in a neat and orderly manner. 18. Pro 'ect Models. The Village agrees to permit the Developer to construct and maintain one model area on the Property, together with suitable off-street parking areas and related improvements, all subject to Appearance Commission approval. Such construction shall be in compliance with the provisions of the Village ' s Building Code in existence at the time of building permit issuance. Further, the Developer may utilize models only as a project office for the marketing of portions of the Property. Such use shall be discontinued when the project contemplated herein has been fully and finally contemplated. 19. Ri ht of Wa Dedication. The Owner acknowledges that it is the intention of the Village and other involved agencies that at some time in the future Busch and Weiland Roads will be widened. At the request of the Village, but no later than upon approval of the initial Final Plat of Subdivision, the Owner agrees to dedicate such additional . right-of-way along Busch Road as may be required to permit the expansion of the right-of-way of 1..70013 r.7 Busch Road to sixty (60) feet from the center line, and Weiland Road to fifty-one (51) feet from the center line. 20. Park District Donations. Developer agrees to comply with the provisions of Title 19 of the Buffalo Grove Municipal Code as amended from time to time regarding park donations. 21. School District Donations. Developer agrees to comply with the provisions of Title 19 of the Buffalo Grove Municipal Code as amended from time to time regarding school donations. 22. Library District Donations. Developer agrees to comply with the provisions of Title 19 of the Buffalo Grove Municipal Code as amended from time to time regarding library donations. 23. Annexation to the Buffalo Grove Park District. The Developer agrees, at the request of the Buffalo Grove Park District, to annex any part or all of the subject Property to said Park District. 24. 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 successful consummation of this Agreement and the development of the Property in the best interests of all the parties requires their continued cooperation. The Owner does hereby evidence his intention to fully comply with all Village -16- _ c requirements, his willingness to discuss any matters of mutual interest that may arise , and his 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 provisions of this Agreement. 25. EnforceabilitV of the A reement. This Agreement shall be enforceable 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. 26. Term of Agreement. This Agreement will be binding on all parties for a term of ten (10) 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, which consent shall not be unreasonably withheld. 27. Bindinq Effect of A reement. This Agreement shall be binding upon the parties hereto, their respective successors and assigns . -17- 28. Corporate Capacities. The parties acknowledge and agree that the individuals that are members of the group constituting the Corporate Authorities are entering into this Agreement in their official capacities as members of such group and shall have no personal liability in their individual capacities. 29. 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 (5th) business day following deposit in the U.S. Mail. If the Owner: First State Bank of Park Ridge, not personally but as Trustee under Trust No. 1269 607-11 Devon Avenue Park Ridge , Illinois 60068 Copy to: Lawrence M. Freedman, Esq. 77 West Washington Street Suite 1211 Chicago, Illinois 60602 If to Village : Village Clerk Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove, Illinois 60090 Copy to: William G. Raysa Bloche, French & Raysa 1011 Lake Street Oak Park, Illinois 60301 30. Default. In the event Owner defaults, in its performance of his obligations set forth in this Agreement, then the Village , may , upon notice to Owner, allow Owner sixty (60) days to cure default or provide -18- ""`-),7��013 �v r evidence to the Village that such default will be cured in a timely manner if it cannot be cured during said period. If Owner fails to cure such default or provide such evidence as provided above, then, with notice to Owner, the Village may begin proceedings to disconnect from the Village any portion of the Property upon which development has not been completed or at the option of the Village, to rezone such property to the R-1 District zoning classifi- cation. In such event, this Agreement shall be considered to be the petition of the Owner to disconnect such portion of the Property, or at the option of the Village to rezone such property to the R-1 District zoning classification. 31. S ecial Conditions. A. Upon construction of the initial phase of the Property, Owner shall construct Busch Parkway as a 39 foot back of curb to back of curb from Weiland Road to the east property line of the Property. The entrance to Busch Parkway east of Weiland shall contain a standard 16 foot median with a left turn storage bay. The median and/or right of way entered shall be landscaped with trees if requested by the Village. In the event The Corporate Grove Property commences development prior to the development of the Property, and the Village desires to have the improvements required under this subparagraph to be installed at that time , the Village agrees to cause the construction to be provided for under this subparagraph to -19- ti70013 1 be performed on behalf of the Property and in such event, the Village shall be entitled to recapture the costs of same prior to the issuance of any building permits for the construction of any building on any portion of the Property and the Village shall further have a lien against the Property for such amount. B. The Owner shall be responsible for its proportionate share of the cost of constructing turn bays on Busch Parkway and on Weiland Road as recommended in the "Traffic Study, Corporate Grove Industrial Park, Buffalo Grove, Illinois" prepared by Paul C. Box and Associates , October 10, 1983, which share shall in no event exceed the sum of Eighty Five Thousand ($85, 000. 00) Dollars adjusted for inflation based upon the Engineering News Record Index ("ENRI" ) . In the event The Corporate Grove Property commences development prior to the development of the Property, and the Villages desires to have the improvements required under this subparagraph to be installed at that time, the Village agrees to cause the construction to be provided for under this subparagraph to be performed on behalf of the Property and in such event, the Village shall be entitled to recapture the costs of same prior to the issuance of any building permits for the construction of any building on any portion of the Property and the Village �Ao d'0013 -20- J IL shall further have a lien against the Property for such amount. C. The Owner shall be responsible for one half (h) of the Village ' s share of a traffic signal at Busch and Weiland Road once warranted, provided however, in no event shall Owner be required to pay said amount anytime prior to the issuance of the first building permit on that portion of the Property which is proposed to be developed under the R-9 P.U.D. classification and further provided that said amount shall in no event exceed the sum of Twenty Five Thousand ($25, 000. 00) Dollars subject to inflation based upon the ENRI. D. The Owner shall install bicycle paths on the property and adjacent right of ways pursuant to the Buffalo Grove Comprehensive Plan. IN WITNESS WHEREOF, the Corporate Authorities and Owner have caused this instrument to be executed by their 2'70013 3 -21- respective proper officials duly authorized to execute the same on the day and the year first above written. VILLAGE OF BUFFALO GROVE ' a° rj •aa` � Ill � ^`��—L/ a ATOST. ." l � • %� �• y.,• A FIRST STATE BANK OF PARK RIDGE, not personally but as Trustee under Trust No. 1269, tnTTES,�i,'�' 0 Assistant,,Trust Officer = R' c Assiftl n Trust Officer > r m 17 7 ,1 W D C ac v v r=. It is expressly understood and agreed by and between the parties hereto, anything herein to the contrary notwithstanding, that Q each and all of the warranties, indemnities, representations, covenants, undertakings and agreements herein made on the part of T 0 t a the Trustee while in form purporting to be the warranties, indemnities, representations, covenants, undertakings and agreements of p -< Q said Trustee are nevertheless each and every one of them, made and intended not"as personal warranties, indemnities, ;� A representations, covenants, undertakings and agreements by the Trustee or for the purpose or with the intention of binding said m o Trustee personally but are made and intended for the purpose of binding only that portion of the trust property specifically des cribed herein; and this instrument executed and delivered by said Trustee not in its own right, but solely in the exercise of the o powers conferred upon it as such Trustee and that no personal liability or personal responsibility is assumed by nor shall at any a time be asserted or enforceable against First State Bank and Trust Company of Park Ridge or anv of the beneficiaries under r said Trust Agreement, on account of this instrument or on account of any warranty, indemnity, representation, covenant, undertak- -+ µ; ing or agreement of the said Trustee in this instrument contained, either expressed or implied, all such personal liability, ii any, s z being expressly waived and released. c -22-