2019-26 RESOLUTION NO. 2019—26
A RESOLUTION APPROVING AN ASSIGNMENT AND ASSUMPTION OF THE
ANNEXATION AGREEMENT AND DEVELOPMENT IMPROVEMENT AGREEMENT
WHEREAS, the Village of Buffalo Grove ("Village") is a Home Rule Unit pursuant to the
Illinois Constitution of 1970 and;
WHEREAS, on January 22, 2018, the Village Board approved an Annexation Agreement as
Ordinance 2018-004 for K. Hovnanian at Link Crossing LLC, an Illinois limited liability company
("K. Hov"), formerly known as K. Hovnanian at Link Farm LLC for the Link Crossing
Development for the Property commonly referred to as 16802 W Aptakisic Road ("Property") and;
WHEREAS, K. Hov closed and acquired the Property on March 29, 2019 and;
WHEREAS, K. Hov proposes to enter into a purchase agreement by and between K. Hov, as
Seller and CDCG, as Purchaser in which K. Hov is selling the Property to CDCG 4 Hov 2 L.P., a
Delaware limited partnership ("CDCG"), and;
WHEREAS, K. Hov and CDCG will still assume all obligations outlined in the Annexation
Agreement and Development Improvement Agreement subject to the terms and conditions outlined
in the Assignment and Assumption Agreements attached as Exhibit A and Exhibit B;
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COUNTIES OF COOK AND LAKE,
STATE OF ILLINOIS, that the Village President and Village Clerk are hereby authorized and
directed to execute an Assignment and Assumption Agreement of the Annexation Agreement and
Development Improvement Agreement for the Link Crossing Development, subject to the final
review and approval of the Village Attorney, a copy of said Agreements being attached hereto and
being made a part hereof.
APPROVED this 151h day of July, 2019,by a roll call vote as follows:
AYES: 4—Stein, Ottenheimer, Johnson, Smith
NAYS: 2—Weidenfeld, Pike
ABSENT: 0 - None
PASSED: July 15, 2019
APPROVED: July 15, 2019
Beverly Suss an, Village President
ATTEST:
Janet M:Sirabian, Village Cierk
Exhibit A
ASSIGNMENT AND ASSUMPTION OF THE DEVELOPMENT IMPROVEMENT
AGREEMENT
Exhibit B
ASSIGNMENT AND ASSUMPTION OF THE ANNEXATION AGREEMENT
I IIIIIII IIIIII III lllll IIIII IIIII IIIII IIIII IIIII IIIII IIIII IIIII Illll IIIII IIII IIII
Image# 058429910025 Type: ASG
Recorded: 07/24/2019 at 11:21:44 AM
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Prepared BY: `� PapelI of 2519-00036466
Fees: $60.00
Patrick T. Brankin IL Rental Housing Fund: $9.0o
Lake County IL Recorder
Schain, Banks, Kenny & Schwartz, Ltd. Mary Ellen vanderventer Recorder
70 W. Madison St., Ste. 5300 File7578679
Chicago,IL 60602
ASSIGNMENT AND ASSUMPTION OF
DEVELOPMENT IMPROVEMENT AGREEMENT
This ASSIGNMENT AND ASSUMPTION OF DEVELOPMENT IMPR VE ENT
AGREEMENT (this"Assignment"), is made and effective as of Q
e
day of
2019 by and between K. HOVNANIAN AT LINK ING LLC, an linois
limited liability company ("K.Hov"), formerly known as K. Hovnanian at Link Farm LLC and
CDCG 4 HOV 2 L.P., a Delaware limited partnership ("CDCG") (hereinafter collectively
referred to as the "Parties"), as consented to by THE VILLAGE OF BUFFALO GROVE, an
Illinois municipal corporation("Village").
WHEREAS, K. Hov entered into that certain Annexation Agreement, dated as of
January 22, 2018, regarding certain real estate described on Exhibit A attached hereto and
commonly known as Link Crossing, Buffalo Grove, Illinois (the "Property"), which Annexation
Agreement is by and between K. Hov as Developer, the Village of Buffalo Grove and various
individual then owners of the Property (collectively "Prior Owners") (as various individual Prior
Owners are set forth in the Annexation Agreement), and was recorded in the Office of the Lake
County Recorder of Deeds on May 16, 2018 as Document No. 2018-7483977, (the "Annexation
Agreement");
WHEREAS, K. Hov entered into that certain Link Crossing Phase 1A & 1B
Development Improvement Agreement dated January 22, 2019, regarding certain rights and
obligations to develop and improve the Property ("Development Improvement Agreement'),
which Development Improvement Agreement is by and between K. Hov, as Developer, and the
Village of Buffalo Grove, a copy of which Development Improvement Agreement is attached
hereto and incorporated herein as Exhibit`B";
WHEREAS, K.Hov closed and acquired the Property from the Prior Owners on
March 29, 2019;
WHEREAS, K.Hov proposes to enter into a purchase agreement by and between K
Hov, as Seller and CDCG, as Purchaser in which K. Hov is selling the Property to CDCG
("Purchase Agreement');
1 �/L'
WHEREAS, in conjunction with the closing under the Purchase Agreement, K. Hov
intends to transfer, convey, grant and assign any and all interest K.Hov has under the
Annexation Agreement, as Developer and successor Owner, to CDCG in connection with its
sale of the Property to CDCG, which assignment of the Annexation Agreement was
approved by the Village, subject to the terms and conditions set forth in the assignment of
the Annexation Agreement. Notwithstanding anything contained in the assignment of the
Annexation Agreement, K.Hov is not and was not released from the covenants,
conditions, rights and obligations set forth in the Annexation Agreement;
WHEREAS, in conjunction with the closing under the Purchase Agreement, K. Hov, as
Developer and successor Owner, desires to assign any and all interest K. Hov has under the
Development Improvement Agreement to CDCG in connection with its sale of the Property to
CDCG, subject to the approval of the Village, as set forth in this Assignment;
WHEREAS, CDCG desires to accept this Assignment and assume K. Hov's obligations
under the Development Improvement Agreement effective as of the date closing occurs under
the Purchase Agreement and the acquisition of the Property by CDCG from K Hov ("Acquisition
Date"); and
WHEREAS, Hovnanian Enterprises, Inc., a Delaware corporation, as the owner,
directly or indirectly of K. Hov, hereby joins K. Hov in this Assignment and consents to and
approves of this Assignment and all the terms, covenants, conditions and obligations contained
herein and hereby agrees to be bound by and subject to the terms, covenants, conditions and
obligations contained herein and in the Development Improvement Agreement;
WHEREAS, subject to the terms and conditions set forth below, K.Hov has agreed to
assign its interest in the Development Improvement Agreement to CDCG in consideration for
CDCG's acceptance of this Assignment and assumption of all of the terms and obligations of
K.Hov under the Development Improvement Agreement from and after the Acquisition Date.
NOW, THEREFORE, K.Hov and CDCG in consideration of the foregoing premises
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:
1. ASSIGNMENT OF DEVELOPMENT IMPROVEMENT AGREEMENT.
(a) In conjunction with and on the date of the closing under the Purchase Agreement,
and effective as of the Acquisition Date, K.Hov hereby transfers, assigns and sets over unto
CDCG all of K.Hov's right, title, interest and obligations in, to and under the Development
Improvement Agreement as of the Acquisition Date. It is agreed that in the event either: (i) the
Parties fail to enter into the Purchase Agreement on or before September 15, 2019; and/or
(ii) the parties fail to close the conveyance of the Property under the Purchase Agreement on
or before September 15, 2019, that in either event, this Assignment shall be automatically
null and void and of no further force or effect. On or before three (3) days after: (i) the full
execution and delivery of the Purchase Agreement; and (ii) the closing of the conveyance of
the Property under the Purchase Agreement; K.Hov shall deliver written notice to the
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Village that the Purchase Agreement has been fully executed and delivered by the Parties
and the date on which that event occurred; and the closing of the conveyance of the Property
under the Purchase Agreement has occurred and the date of such Closing.
(b) K.Hov represents and warrants to CDCG that the Development Improvement
Agreement is in full force and effect, that, contingent upon K.Hov obtaining the prior written
consent of the Village, K.Hov has full right, power and authority to assign its interest as
Developer under the Development Improvement Agreement, that the Development Improvement
Agreement has not been amended or modified, that all costs, fees, charges and expenses or
obligations owed by K.Hov under the Development Improvement Agreement and accrued as of
the Acquisition Date shall have been paid in full, that K.Hov has not made any assignment of its
rights under the Development Improvement Agreement to any other person or entity and that
there are no judgment, decrees or awards in existence against K.Hov with respect to the
Development Improvement Agreement and, except as hereinafter disclosed to CDCG, there are
no actions, suits or proceedings pending, or, to the best knowledge of K.Hov, threatened against
or affecting K.Hov's interest in the Development Improvement Agreement. K.Hov hereby
represents, warrants to CDCG and the Village, and agrees that as of the Acquisition Date: (i)
there exists no breach, default or event of default by the Village under the Development
Improvement Agreement, or any event or condition which, with the giving of notice or passage
of time or both, would constitute a breach, default or event of default by the Village under the
Development Improvement Agreement; (ii) the Development Improvement Agreement shall
continue to be a legal, valid and binding agreement and obligation of K.Hov; and (iii) K.Hov
shall have no current offset or defense to its performance or obligations under the Development
Improvement Agreement. K.Hov hereby waives and releases all demands, charges, claims,
accounts or causes of action of any nature against The Village or The Village's employees or
agents, including without limitation, both known and unknown demands, charges, claims,
accounts, and causes of action that have previously arisen out of or in connection with the
Development Improvement Agreement as of the Acquisition Date.
3. ACCEPTANCE OF ASSIGNMENT AND ASSUMPTION OF OBLIGATIONS
AMENDMENT AND MODIFICATION OF DEVELOPMENT IMPROVEMENT
AGREEMENT
(a) CDCG hereby assumes the performance of all the terms, covenants and conditions
of the Development Improvement Agreement on the part of K.Hov to be performed and to
perform all the terms, covenants and conditions, and to comply with further amendments or
modifications, if any, of said Development Improvement Agreement from and after the
Acquisition Date.
(b) As of the Acquisition Date, CDCG shall be responsible for complying with all
terms, covenants, obligations and conditions of K. Hov, as Developer, as set forth in the
Development Improvement Agreement;
(c) Effective as of the Acquisition Date, CDCG shall be additionally responsible with
K.Hov for the deposit of any and all security, additional security and extensions and/or
replacements of any letters of credit and cash deposits required under the Development
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Improvement Agreement.
4. INDEMNIFICATIONS.
(a) K.Hov represents that it has accepted, and has assumed and agreed to make all
payments and to perform all other obligations of the K.Hov, as Developer under the
Development Improvement Agreement, accruing prior to or on the Acquisition Date. K.Hov
hereby agrees that it remains liable for all obligations of Developer under the Development
Improvement Agreement. K.Hov shall not be released from any liability for all obligations of
the Developer under the Development Improvement Agreement by any further assignment or
subleasing whether or not K.Hov has received notice or has consented to the same. The Village
shall have all remedies against K.Hov for such obligations as are provided in the Development
Improvement Agreement in the same manner as if this Assignment had not been made. The
exercise by The Village of any remedy against K.Hov shall not preclude the Village from the
exercise of the same or other remedies against K.Hov at the same or different times. In
recognition that the Village must continue to have all remedies otherwise available to the Village
for defaults by either K.Hov or CDCG under the Development Improvement Agreement,
including the right to apply any security, additional security, including, but not limited to
drawing upon that certain Irrevocable Stand By Letter of Credit No. 18131431-00-000 dated
March 22, 2019, issued by PNC Bank, applying any or all cash deposits, and/or terminate the
Development Improvement Agreement, regardless of whether it is K.Hov or CDCG that has
committed such defaults.
(b) For good and valuable consideration, the receipt, sufficiency and adequacy of
which is hereby acknowledged, K.Hov, as Developer under the Development Improvement
Agreement, hereby agrees to and shall indemnify, defend and hold harmless the Village, and its
officers, managers, members, agents, representatives and employees from and against any and all
actions, claims, demands, damages, death, injuries, debts, losses, liabilities, indebtedness,
courses of action either at law or in equity and obligations of whatever kind or nature, monetary
or otherwise, whether known or unknown, direct or indirect, new or existing, including, but not
limited to reasonable attorney's fees and costs (individually "Claim", or collectively "Claims"),
by reason of any matter, course or thing whatsoever arising out of or relating to: (i) any Claims
pursuant to the Assignment; (ii) any Claims pursuant to the Development Improvement
Agreement accruing on or prior to the Acquisition Date; and (iii) any obligations, liabilities,
problems, matters, issues, disputes, disagreements, lawsuits, Claims, demands, fees, costs or
expenses related to or concerning the business relationship by and between K.Hov and CDCG
and/or the payment to the Village of any and all past due amounts, charges and other fees, costs
and expenses under the Development Improvement Agreement and other fees, costs and
expenses due and owing prior to the Acquisition Date under the Development Improvement
Agreement.
(c) For good and valuable consideration, the receipt, sufficiency and adequacy of
which is hereby acknowledged, CDCG, as Developer under the Development Improvement
Agreement, hereby agrees to and shall indemnify, defend and hold harmless the Village, and its
officers, managers, members, agents, representatives and employees from and against any and all
actions, claims, demands, damages, death, injuries, debts, losses, liabilities, indebtedness,
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courses of action either at law or in equity and obligations of whatever kind or nature, monetary
or otherwise, whether known or unknown, direct or indirect, new or existing, including, but not
limited to reasonable attorney's fees and costs (individually "Claim", or collectively "Claims"),
by reason of any matter, course or thing whatsoever arising out of or relating to: (i) any Claims
pursuant to the Assignment; (ii) any Claims pursuant to the Development Improvement
Agreement accruing on or after the Acquisition Date; and (iii) any obligations, liabilities,
problems, matters, issues, disputes, disagreements, lawsuits, Claims, demands, fees, costs or
expenses related to or concerning the business relationship by and between K.Hov and CDCG
and/or the payment to the Village of any and all past due amounts, charges and other fees, costs
and expenses under the Development Improvement Agreement and other fees, costs and
expenses due and owing after the Acquisition Date under the Development Improvement
Agreement.
5. K.HOV'S REPRESENTATIONS.
K.Hov hereby represents and warrants to the Village as of the date of this Assignment as
follows:
(a) No party other than CDCG has any right to acquire K.Hov's interest in the
Development Improvement Agreement and K.Hov has not previously assigned all or any of its
interest in the Development Improvement Agreement;
(b) To K.Hov's actual knowledge, there is no existing violation or breach of any
ordinance, code, law, rule, requirement or regulation applicable to the Property;
(c) K.Hov is not involved voluntarily or involuntarily in a bankruptcy proceeding;
(d) K.Hov has not used or operated the Property in any manner in violation of any
federal, state or local laws relating to pollution or protection of the environment or emissions,
discharges, spills, release Agreements or threatened release of any hazardous or toxic substance
into the environment, including petroleum or petroleum products, except for minimal quantities
of substances as ordinarily used in the normal course of K.Hov's operation;
(e) K.Hov agrees to and will indemnify and hold the Village harmless from and
against all loss, cost, damage or expense (including court costs and reasonable attorneys' fees)
incurred by the Village arising as a result of the breach by K.Hov of the foregoing
representations and warranties and the failure of any representation and warranty to be true and
correct in all material respects.
6. DEFAULT.
(a) The Village shall have any and all remedies at law or in equity to enforce the
warranties, representations, indemnifications, terms, covenants, obligations and conditions of this
Assignment and/or the Development Improvement Agreement, including, but not limited to
drawing upon that certain Irrevocable Stand By Letter of Credit No. 18131431-00-000 dated
March 22, 2019, issued by PNC Bank ("LOC") as they pertain and apply to the Village, as a
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third party beneficiary hereunder. In recognition that the Village must continue to and shall have
all remedies otherwise available to the Village for defaults by either K.Hov or CDCG under this
Assignment and/or the Development Improvement Agreement, including the right to draw upon
and apply any and all amounts due under the LOC and/or the cash deposit, as defined in the
Development Improvement Agreement, and to terminate the Development Improvement
Agreement, regardless of whether it is K.Hov or CDCG that has committed such defaults. K.Hov
and CDCG agree that they shall not look to the Village for indemnity or reimbursement of any
expenses, costs, damages or liabilities incurred with respect to any default in the performance of
such obligations relating to the period after the Acquisition Date.
(b) K.Hov and CDCG hereby agree that in the event CDCG is in breach of or in
default under the terms of the Development Improvement Agreement, K.Hov shall have the right
to cure any such breach or default.
7. THE VILLAGE'S CONSENT.
Effective as of the Delivery Date, and subject to the terms, covenants and conditions of
this Assignment and the Development Improvement Agreement, the Village, as evidenced by its
execution of the Village's Consent (the "Consent") attached to and made a part of this
Assignment, hereby consents to this Assignment.
8. NOTICES AND PAYMENTS.
Any notice, document or payment required or permitted to be delivered or remitted
hereunder or by law shall be deemed to be delivered or remitted, whether actually received or
not, (a) two (2) business days after such item is deposited in the United States mail, postage
prepaid, certified or registered, return receipt requested, or (b) one (1) business day after such
item is deposited for overnight delivery or two (2) business days after such item is deposited for
second day delivery with Federal Express or other generally recognized overnight courier,
shipping charges prepaid, addressed to the appropriate party hereto at its address set out below,
or at such other address as it shall have theretofore specified by written notice delivered in
accordance herewith:
K.HOV: K. HOVNANIAN AT LINK CROSSING, LLC
110 Fieldcrest Avenue
Edison, New Jersey 08837
Attn: John F. Semple, Esq.
Phone No.: (732) 623-6907
Email:jsemple(a-)khov.com
With copies to: HOVNANIAN ENTERPRISES,INC.
90 Matawan Road,5th Floor
Matawan, New Jersey 077 47
Attn: Michael Discafani, Esquire
Phone: (732) 383-2703;
Fax: (732) 383-2945
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Email: MDiscafani(a)khov.com
And to: K. HOVNANIAN AT LINK CROSSING, LLC
1804 Naper Blvd., Suite 200
Naperville, Illinois 60563
Attn: Jon Isherwood
Telephone: (630) 210-8869;
Fax: (630) 946-6629
Email: iisherwood(&khov.com
CDCG: CDCG 4 HOV 2 L.P.
c/o CDCG Asset Management LLC
8585 E. Hartford Drive, Suite 118
Scottsdale,Arizona 85255
Attn. Steven S. Benson
Phone: 480-696-3733
Email: steve.benson(a-)cdcgrealestate.com
With a Copy to: Neil D. Biskind
Biskind, Hunt & Semro, PLC
8501 North Scottsdale Rd., Suite 155
Scottsdale, Arizona 85253
Phone: (602) 955-1822
Email: neil@biskindlaw.com
THE VILLAGE: THE VILLAGE OF BUFFALO GROVE
c/o Christopher Stilling, AICP
Deputy Village Manager
Village of Buffalo Grove
50 Raupp Blvd.
Buffalo Grove, Illinois 60089
Phone: (847) 459-2500
Email: cstillingL(&vbg.org
With a Copy to: Schain, Banks, Kenny & Schwartz, Ltd.
Three First National Plaza
70 West Madison Street
Suite 5300
Chicago, Illinois 60602
Attn: Patrick T. Brankin
Phone No.: (312) 345-5700
Fax: (312)345-5701
Email: pbrankin(a)schainbanks.com
9. HOVNANIAN ENTERPRISES INC. CONSENT.
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Effective as of the Acquisition Date, Hovnanian Enterprises, Inc., a Delaware corporation,
as the owner, directly or indirectly of K.Hov, as evidenced by its execution of the Hovnanian
Enterprises, Inc.'s Consent (the "Hovnanian Consent") attached to and made a part of this
Assignment, hereby consents to and approves of this Assignment.
10. GOVERNING LAW. This Assignment shall be construed, interpreted,
and enforced pursuant to the applicable laws in the State of Illinois.
11. THE VILLAGE IS THIRD PARTY BENEFICIARY.
It is fully intended, acknowledged and agreed to by K.Hov and CDCG that the Village be
and hereby is a third party beneficiary of this Assignment and shall be entitled to and may
enforce the terms, covenants and conditions contained herein as each may apply to the Village.
12. MISCELLANEOUS PROVISIONS.
(a) The terms and conditions of this Assignment shall be binding upon and
shall inure to the benefit of the Parties hereto and their respective successors and assigns.
(b) This Assignment may be executed in counterparts, each of which will be
deemed an original document, but all of which will constitute a single document.
(c) All defined terms not otherwise defined herein shall have the same
meaning as defined in the Development Improvement Agreement.
(d) K.Hov, CDCG, the Village and Hovnanian Enterprises, Inc., a Delaware
corporation hereby each represent and warrant that the person signing this Assignment and/or the
Consent and/or the Hovnanian Consent attached hereto is duly authorized to execute and deliver
this Assignment and/or Consent and/or the Hovnanian Consent on behalf of such party, and that
this Assignment and/or Consent and/or the Hovnanian Consent is binding upon the party.
(e) Any costs and expenses, including attorneys'fees (which shall include the
cost of any time expended by any in-house counsel of the Village) incurred by the Village in
connection with this Assignment and any proposed or purported assignment, transfer or sublease
shall be borne by K. Hov and shall be payable to the Village on demand as a Developer cost.
(SIGNATURES APPEAR ON THE FOLLOWING PAGE)
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IN WITNESS WHEREOF, the parties hereto have executed this Assignment, Acceptance
and Assumption of Development Improvement Agreement as of the date set forth herein above.
K. HOV:
K. HOVNANIAN AT LINK CROSSING,
LLC, an Illinois limited liability company
By:
Name:
�khdu o no vodd-�-
Title: ,
L7� �15iavl �/'esl��
STATE OF T I I Y101s )
SS
COUNTY OF U )
I, ��QV1l�Q�� �OAI�Y[�{/1,e�� ,a notary public in and for the said County,in the State
aforesaid, DO HEREBY CERTIFY that V , of K. Hovnanian at Link
Crossing, LLC, an Illinois limited liability company, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared before me this day in
person, and acknowledged that he signed, sealed and delivered the said instrument as his free
and voluntary act, for the uses and purposes therein set forth.
Given under my hand and official seal,this day of JoIN 12019.
OFFKML SEAL
QAN EU.E AAARCHESE cl:3�1 U,
►TARYR OX-STATE OFLUM013 o ary Public
W CMIUM EVNES0100
9
CDCG:
CDCG 4 Hov 2 L.P., a Delaware limited partnership
By: CDCG Asset Management,LLC, an AZ limited
liability company, its authorized agent
By:
Name: Steven Benson
Title: Its Manager
STATE OF ARIZONA }
SS
COUNTY OFMARICOPA )
I, NA ICJ 7" a notary public in and for the said County,in the State aforesaid,
DO HEREBY CERTIFY that Steven Benson,Manager of CDCG Asset Management,LLC,an AZ
limited liability company,authorized agent of CDCG 4 Hov 2 L.P.,a Delaware limited partnership,
personally known to me to be the same person whose name is subscribed to the foregoing
instrument,appeared before me this day in person, and acknowledged that he signed, sealed and
delivered the said instrument as his free and voluntary act, for the uses and purposes therein set
forth.
Given under my hand and official seal,this_L1�day of Juld 2019.
NATHAN HOLT
Notary Puble-Art m
my CwWamon Notary Public jLz
October a30,2=
10
CONSENT OF ASSIGNMENT
The Village of Buffalo Grove hereby consents to the above and foregoing assignment.
VILLAGE OF BUFFALO GROVE, a
municipal corporation
By:
Name: Dane C. ragg
Title: Village Manager
STATE OF ILLINOIS )
SS
COUNTY OF COOK )
I, ul"c� �J2�e r, a notary public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that Dane C. Bragg, Village Manager of VILLAGE OF
BUFFALO GROVE, an Illinois municipal corporation, personally known to me to be the
same person whose name is subscribed to the foregoing instrument, appeared before me this
day in person, and acknowledged that he signed, sealed and delivered the said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
Given under my hand and official seal, this 1"►'"Aday of 12019.
OFFICIAL SEAL No0yPublic
JULIE DZIEWIOR
NOTARY PUBLIC-STATE OF ILLINOIS
MY COMMISSION EXPIRES:OW4/0
11
CONSENT OF HOVNANIAN ENTERPRISES INC.
The undersigned, as an authorized agent of and on behalf of Hovnanian Enterprises, Inc., a
Delaware corporation ("Hovnanian Enterprises'D, as the owner, directly or indirectly of K.
Hovnanian at Link Crossing LLC, an Illinois limited liability company ('K.Hov"), hereby
consents to and approves of the foregoing execution of the Assignment,and acknowledges and agrees
that, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, including, but not limited to the agreement of the Village to consent to the
Assignment, hereby consents to, approves of and shall be bound by this instrument and the
Agreement,as defined in the Assignment,which shall apply to Hovnanian Enterprises with the same
force and effect as they apply to K.Hov.
HOVNANIAN ENTERPRISES,INC,
a
Name:
heel Dlscafanl
Title: * .
STATE OF
} SS
COUNTY OF
I, Loo' a notary public in and for the said. County, in the State aforesaid,
DO HEREBY CERTIFY at of Hovnanian Enterprises,Inc.a Delaware
corporation, personally known to me to be the same person whose name is subscribed to the
foregoing instrument, appeared before me this day in person, and acknowledged that he signed,
sealed and delivered the said instrument as his free and voluntary act,for the uses and purposes
therein set forth.
Given under my hand and seal this day of ,2019
C
E i
� �
i 21vo O-fARk aN,•9
No Public
Boo
J E�FW F'`S.�`�•
12
EXHIBIT "A"
LEGAL DESCRIPTION
KNOWN AS: LINK CROSSING, BEING A SUBDIVISION OF PART
OF THE SOUTHWEST 1/4 OF SECTION21, TOWNSHIP 43 NORTH,
RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LAKE
COUNTY, ILLINOIS, BUFFALO GROVE, ILLINOIS
PERMANENT INDEX NUMBER: 15-21-300-026-0000
AREA= 50 ACRES
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EXHIBIT "B"
COPY OF DEVELOPMENT'IMPROVEMENT AGREEMENT
14
1/15/18
LINK CROSSING PHASE 1A&1B
DEVELOPMENT IMPROVEMENTAGREEMENT
THIS AGREEMENT("Agreement"),made and entered Into as of this 22nd day of January,2019 by
and between the VILLAGE OF BUFFALO GROVE,an Illinois Municipal Corporation,and having its office at
Village Hall,SO Raupp Boulevard,Buffalo Grove,Illinois (hereinafter called "Village"),and K.Hovnanian at
Link Farm,LLC,an Illinois limited liability company(hereinafter called"Developer").
WITN ESSETH:
WHEREAS, Developer desires to improve the real property described in Exhibit 'A" attached
hereto and made a part hereof(the"Property"), and in compliance with the Annexation Agreement with
the Village approved pursuant to Village Ordinance No. 2018-004 and the Village's Development
Ordinance,Developer has submitted to the Village certain(i)plans,dated 11/5/2018,prepared by Mackie
Consultants,LLC,who are registered professional engineers(the"Site Plan")and(11)additional plans and
specifications prepared by HKM Architects&Planners, Inc. dated 11/28/18 and described in more detail
in Exhibit'C'attached hereto and made a part hereof(the"Site Improvement Plans"and together with
the Site Plan,the"Plans');and,
WHEREAS,the Village is willing to approve said Plans, provided that this Agreement is executed
to insure the completion of certain site improvements, as a condition precedent to the issuance of
building permits for any buildings to be constructed on the Property.
NOW,THEREFORE,It is mutually agreed as follows:
1. Developer shall furnish, or cause to be furnished, at their own cost and expense, all the
necessary material, labor,and equipment to complete the Improvements listed on Exhibit"B" attached
hereto, and all other site improvements not specifically set forth, which are required by applicable
ordinances or agreements(collectively,the'Improvements"),all In a good and workmanlike manner and
in accordance with all pertinent ordinances and regulations of the Village and in accordance with the
Plans (including any subsequent revisions 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 Installed prior to paving.
1
2. Attached hereto as Exhibit "D" Is a complete cost estimate for the construction of the
improvemerst described in Exhibit "B" hereto. No later than three (3) business days following the
execution of this Agreement and prior to the issuance of Village Permits, the Developer shall deposit a
Letter of Credit acceptable to and In a form and substance approved by the village in the original amount
of four million,six hundred seventy thousand,eight hundred ninety and 00/100 Dollars($4,670,890.00),
as further described in Paragraph 9 herein(the"letter of Credit").
3.All work shall be subject to inspection by and the approval of the Village Engineer. it is agreed
that the contractors who are engaged to construct the Improvements are to be approved by the Village
Engineer and that such approval will not be unreasonably withheld.
4. The Developer has paid or will pay the Village a Review and Inspection Fee, as required by
Ordinance. It is understood that said fee is based on the amount of the contracts or cost estimate for
those items in Exhibit"B"as set forth in exhibit D.
S. Prior to the time the Developer or any of its contractors begin any of the work provided for
herein,the Developer,and/or its contractors shall furnish the Village with evidence of insurance covering
their employees in such amounts and coverage as is acceptable to the Village.
In addition,by its execution of this Agreement,the Developer agrees to protect,indemnify,save
and hold harmless,and defend the Village and Its employees, officials, and agents, against any and all
claims, costs, causes, actions, and expenses, including but not limited to reasonable attorney's fees
incurred by reason of a lawsuit or claim for damages or compensation arising in favor of any person,
corporation or other entity, including the employees or officers or independent contractors or sub-
contractors of the Developer or the Village, on account of personal injuries or death, or damages to
property occurring,growing out of,incident to,or resulting directly or indirectly,from the performance of
the work of the Developer, independent contractors or sub-contractors or their officers, agents, or
employees. The Developer shall have no liability or damages for the costs incident thereto to the extent
caused by the sole negligence or intentional misconduct of the Village,its independent contractors or sub-
contractors or their officers,agents,or employees.
6.Subject to Force Majeure(as defined herein), Developer shall cause the Improvements to be
2
completed within twenty-four (24) months following the date of this Agreement (except any
Improvements for which specified time limits are noted on the Plans,which shall be completed within the
specified time limits shown on the Plans). "Force Majeure" as used herein shall mean a delay in
Developer's performance hereunder caused by a strike or labor problem,energy shortage,governmental
pre-emption or prescription,national emergency, or any other cause of any kind beyond the reasonable
control of Developer. If work is not completed within the time prescribed herein,the Village shall have
the right to call upon the Letter of Credit,in accordance with its terms,for the purpose of completing the
Improvements. Upon completion of the Improvements herein provided for, as evidenced by the
certificate or certificates of the Village President and Board of Trustees,the Village shall be deemed to
have accepted said Improvements,and thereupon, the Letter of Credit shall automatically be reduced to
serve as security for the obligations of the Developer as set forth in Paragraph 7 hereof. The Developer
shall cause its consulting engineers to correct drawings to show work as actually constructed and said
engineers shall turn over high quality Mylar reproducible copies thereof to the Village to become the
Village's property prior to acceptance of the Improvements by the President and Board of Trustees.
7. The Developer, for a period of one year beyond formal acceptance by the Village of any
Improvement, described In Exhibit "B" hereof, shall be responsible for maintenance, repairs and
corrections to such Improvements which may be required due to failures or on account of faulty
construction or due to the Developer's negligence and/or its contractors' negligence. The obligation of
the Developer hereunder shall be secured by the Letter of Credit as further described in Paragraph 9
hereof.
S.It Is agreed that no occupancy permit shall be granted by any official for the construction of
any structure until all required utility facilities set forth In the Plans (to Include, but not by way of
limitation,sanitary sewer,water and storm sewer systems)have been installed and made ready to service
the Property; and that all roadways (to include curbs) set forth in the Plans that provide access to the
Property have been completely constructed,except for the designed surface course. It is understood and
agreed that building permits may be granted for buildings on specific lots to which utility facilities have
been installed and made ready for service and to which roadways have been constructed as described
3
above,notwithstanding the fad that all Improvements within the Development may not be completed.
9.A.The obligations of the Developer hereunder as to the deposit of security for the completion
of the Improvements and the one year maintenance of said Improvements after acceptance by the Village
(Paragraph 7)shall be satisfied upon delivery to the Village of a Letter of Credit in favor of 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. The Developer hereby waives its option pursuant to 30 ILCS 550/3 and
65 ILCS 5/11-39-3 to utilize any type of security other than a Letter of Credit.
B. In addition to the terms,conditions,and covenants of the Letter of Credit,the Village
hereby agrees to draw funds or to call said performance guarantee under such security solely for the
purpose of payment for labor and materials supplied or to be supplied, by engineers, contractors, or
subcontractors, to, or for the benefit of the Developer or the Village, as the rase may be, under the
provisions of this Agreement and the said Improvements for which payment is being made shall have
been completed,or will be completed,in substantial accordance with the Plans.
C.The Village further hereby agrees that to the extent that the Developer causes the
commitments of this Agreement to be completed, the outstanding liability of the Issuer of the Letter of
Credit shall during the course of construction of the Improvements,approximate the cost of completing
all Improvements and paying unpaid contract balances for the completion of the Improvements referred
to in this Agreement.
Until all required tests have been submitted and approved by the Village for each of the
construction elements including, but not limited to, earthwork, street pavements, parking area
pavements,sanitary sewers and water mains(as applicable),a minimum of that portion of the surety for
each element shall be subject to complete retention. All Improvements are subject to a minimum fifteen
(15%)percent retention until final acceptance by the Village.
D. In order to guarantee and warranty the obligations of Paragraph 7 herein,an amount
equal to fifteen(15%)percent of the total amount of the letter of Credit,or an amount equal to fifteen
(15%) percent of the cost estimate of the Individual Improvement(s) shall be retained In the Letter of
Credit for a period of one-year beyond formal acceptance by the Village of the Improvement(s).
4
E. As a portion of the security amount specified in Paragraph 2, the Developer shall
maintain a cash deposit with the Village Clerk in the amount of Forty Seven Thousand Dollars
($47,000.00). If roads are not maintained with a smooth and firm surface reasonably adequate for access
of emergency vehicles such as fire trucks and ambulances, or if any condition develops which Is deemed a
danger to public health or safety by the Village of Buffalo Grove due to the actions of the Developer or his
failure to act; and after written notice of this condition, the Developer falls to immediately remedy the
condition; then the Village may take action to remedy the situation and charge any expenses which
results from the action to remedy the situation to the cash deposit. Upon notification that the cash
deposit has been drawn upon,the Developer shall immediately deposit sufficient funds to maintain the
deposit in the amount of Forty Seven Thousand Dollars($47,000.00). if the Developer has not made the
additional deposit required to maintain the total cash deposit within three (3) days from the date he
received notice that such additional deposit was required, it is agreed that the Village may issue a Stop
Work Order or also may revoke all permits which the Developer had been granted. This cash deposit shall
continue to be maintained until the maintenance guarantee period has lapsed. The deposit may be
drawn upon by the Village if the conditions of this Agreement are not met by the Developer within five(5)
days after receipt of a written notice of noncompliance with the conditions of this Agreement,except In
cases of danger to public health and safety as determined by the Village, In which case, the deposit may
be drawn upon immediately following notice to the Developer and his failure to immediately remedy the
situation. After termination of the one-year maintenance period and upon receipt by the Village Clerk of
a written request for release of the deposit, the Village will either notify the Developer that the
Improvements are not in a proper condition for final release of the deposit,or shall release the deposit
within fifteen(15)days.
F. In addition to the terms, covenants,' and conditions of the Letter of Credit, the
Developer hereby agrees that no reduction shall occur in the outstanding liability of the issuer there
under,except on the written approval of the Village;however, in all events,the Village shall permit such
Letter of Credit to expire,either by its terms,or by return of such Letter of Credit to the Developer,upon
the expiration of one(1)year from the acceptance of the Improvements referred to herein by the Village.
5
To the extent that the provisions of Paragraph 9 herein,and of the Letter of Credit,permit the Village to
draw funds under such Letter of Credit,the village hereby agrees to reduce the outstanding liability of the
issuer of the Letter of Credit to the extent that funds are disbursed.
10. Any Letter of Credit shall provide that the issuer thereof shall not cancel or otherwise
terminate said security without a written notice being given to the Village of not less than thirty-(30)days
in advance of termination or cancellation.
11. No occupancy permit shall be issued until all exterior lighting specified on Exhibit "C" is
installed and operational.
12.The 'Developer acknowledges that he is responsible for the proper control of weeds,grass,
refuse,and junk on all property which he owns within the Village in accordance with Chapter 8.32 of the
Buffalo Grove Municipal Code. It is further agreed that the Developer shall continue to be responsible for
the proper maintenance of any parcels of property for which the Developer transfers ownership to the
Village until such time as the development's Improvements are accepted by the Village in writing In
accordance with the provisions of this Agreement.
If the Developer fails to perform his maintenance responsibilities established in either this
paragraph or Chapter 8.32,the Village may provide a written notice to the Developer of the improper
maintenance condition. If proper maintenance is not completed within ten(10)days after the Developer
Is provided this notice, the Village may perform the maintenance and deduct the costs of the
maintenance from the cash deposit described in Paragraph 9.E.
13.The Developer agrees that no Improvements constructed in conjunction with this project are
sized or located in such a way as to warrant any recapture payment to the Developer pursuant to any
applicable previous agreements.
14. This Agreement shall automatically terminate and be of no further force and effect with
respect to Developer or the Property upon the expiration of the one year maintenance period,and upon
such termination the parties hereto shall have no further obligations to the other,except for the Village's
obligation to return the Letter of Credit and cash deposit to Developer or otherwise notify the Issuer of
the Letter of Credit of the expiration of the Letter of Credit. The period commencing on the date set forth
6
In the preamble to this Agreement and expiring on the expiration of the one year maintenance period is
referred to herein as the"Term".
15.This Agreement and the obligations contained herein are in addition to,and not in limitation
of,all other agreements between the Parties hereto including,without limitation,the Preliminary Plan or
Annexation Approval Ordinance No. 2018-004 dated January 22, 2018, and the obligations contained
therein.
16. Neither party shall cause this Agreement (or any memorandum hereof) to be recorded
against the Property.
IN WITNESS WHEREOF,the Village has caused this Agreement to be executed,as has the Developer,all as
of the date first above written.
VILLAGE OF BUFFALO GROVE,an Illinois Municipal Corporation
By
Village President
DEVELOPER:
K.Hovnanian at Link Farm LLC,
an Illinois limited liability company
1804 N.Naper Blvd.,Suite 200
Naperville,Illinois 60563
Name: rza a U/__IQV cff
Title: T�1`1l/�S1QYl '�t.(C �'l t
7
LINK CROSSING
DEVELOPMENT IMPROVEMENT AGREEMENT
EXHIBITA
LEGAL DESCRIPTION
KNOWN AS: LINK CROSSING BEING A SUBDIVISION OF PART OF THE
SOUTHWEST ', OF SECTION 21 TOWNSHIP 43 NORTH RANGE 11 EAST
OF THE THIRD PRINCIPAL MERIDIAN LAKE COUNTY IL.LIN IS BUFFALO
GROVE ILLINOIS
PERMANENT INDEX NUMBER: 15-21-300-026-0000
AREA=2,178,000 SQ. FT. OR 50 ACRES
LINK CROSSING
OEVELOPMENT IMPROVEMENT AGREEMENT
EXHIBIT B
All improvements set forth and depicted in the Plans, both public and private, including (to the extent
applicable) earthwork,grading, roads or streets, parking lots, areas and/or parking facilities, sidewalks,
sanitary and storm sewers,water main,drainage and storm water detention facilities,site grading,street
lighting,landscaping,survey monuments and benchmarks.
9
LINK CROSSING
DEVELOPMENT IMPROVEMENT AGREEMENT
EXHIBIT C
Final Engineering Plans prepared by: Mackie Consultants,LLC
Entitled: Final Engineering Plans for Link Crossing Residential Development Village of Buffalo Grove,
Illinois
Consisting of:30 sheet(s),last revised 11 5 18
Final Landscape Plans prepared by:HKM Architects&Planners,Inc.
Entitled:Link Crossing Landscape
Consisting of:7 sheets,last revised it 28 18
(see following pages)
10
LINK CROSSING
DEVELOPMENT IMPROVEMENT AGREEMENT
EXHIBIT D
Engineers Opinion of Probable Costs
(see following pages)
11
d
1�A�II IIIIIIII�IIII IIIII IIIII IIIII IIIII IIII�I�II�IIIII IIIII IIIII IIIII IIII IIII
Image# 058429900010 Type: ASG
Recorded: 07/24/2019 at 11:21:44 AM
Receipt#: 2019-00036466
Pape 1 of 10
Fees: $60.00
IL Rental Housinq Fund: $9.00
Lake County IL Recorder
�/f LL Mary Ellen Vanderventer Recorder
"Prepared By: / '�`� T6 File7578678
Patrick T. Brankin
Schain, Banks, Kenny & Schwartz,
Ltd. 70 W. Madison St., Ste. 5300
Chicago, IL 60602
ASSIGNMENT AND ASSUMPTION OF ANNEXATION AGREEMENT
This Assignment (this "Assignment") is executed by K. Hovnanian at Link
Crossing LLC, an Illinois limited liability company ("K. Hov"), formerly known as K.
Hovnanian at Link Farm LLC and CDCG 4 Hov 2 L.P., a Delaware limited partnership
("CDCG"), and by the Village of Buffalo Grove, an Illinois municipal corporation
("Village") (hereinafter collectively referred to as the "Parties").
the Parties state as follows:
A. This Assignment pertains to the real estate described on Exhibit A attached
hereto and commonly known as Link Crossing, Buffalo Grove, Illinois (the "Property").
B. K. Hov entered into that certain Annexation Agreement, dated as of
January 22, 2018, by and between K. Hov as Developer, the Village of Buffalo Grove and
various individual then owners of the Property (collectively "Prior Owners") (as various
individual Prior Owners are set forth in the Agreement) and recorded in the Office of the
Lake County Recorder of Deeds on May 16, 2018 as Document No. 2018-7483977, (the
"Agreement").
C. K. Hov closed and acquired the Property from the Prior Owners on March
29, 2019.
D. K. Hov, has certain privileges, rights, title and interests and obligations
("Interests") owned or held in connection with the Agreement, as Developer and
successor to the Owner, as defined in the Agreement.
E. K. Hov proposes to enter into a purchase agreement by and between K. Hov,
as Seller and CDCG, as Purchaser in which K. Hov is selling the Property to CDCG
("Purchase Agreement")
F. In conjunction with and on the date of the closing under the Purchase
Agreement, and effective as of the Acquisition Date, as hereinafter defined, K. Hov transfers,
conveys, grants and assigns any and all Interests K. Hov has under the Agreement, as
t4
Developer and successor Owner, to CDCG in connection with its sale of the Property to
CDCG, subject to the approval of the Village, as set forth in this Assignment. It is agreed
that in the event either: (i) the Parties fail to enter into the Purchase Agreement on or
before September 15, 2019; and/or (ii) the Parties fail to close the conveyance of the
Property under the Purchase Agreement on or before September 15, 2019, that in either
event, this Assignment shall be automatically null and void and of no further force or
effect. On or before three (3) days after: (i) the full execution and delivery of the Purchase
Agreement; and (ii) the closing of the conveyance of the Property under the Purchase
Agreement; K.Hov shall deliver written notice to the Village that the Purchase Agreement
has been fully executed and delivered by the Parties and the date on which that event
occurred; and the closing of the conveyance of the Property under the Purchase
Agreement has occurred and the date of such Closing;
G. Hovnanian Enterprises, Inc., a Delaware corporation, as the owner, directly or
indirectly of K. Hov, hereby joins K. Hov in this Assignment and consents to and approves of
this Assignment and all the terms, covenants, conditions and obligations contained herein and
hereby agrees to be bound by and subject to the terms, covenants, conditions and obligations
contained herein and in the Agreement;
H. Concurrently with the execution of the Purchase Agreement and the acquisition
of the Property by CDCG from K Hov, CDCG and K. Hovnanian T&C Homes at Illinois,
L.L.C., an Illinois limited liability company ("Contractor") intends to enter into a Site
Development Agreement ("Site Development Agreement") whereby, Contractor shall agree to
and shall develop, construct and install certain improvements and infrastructure on the
Property or portions of the Property;
I. Concurrently with the execution of the Purchase Agreement and the acquisition
of the Property by CDCG from K. Hov, CDCG and K. Hov intends to enter into an Option
Agreement ("Option Agreement") whereby, upon the completion of certain obligations by
Contractor under the Site Development Agreement and upon satisfaction of certain obligations
by K. Hov, including, but not limited to the payment of an Option Fee Amount and upon
exercise of the Option under the Option Agreement, all as set forth in the Option Agreement,
CDCG shall agree to sell all or some portion of the Property, which will be subdivided into
individual lots, to K. Hov. Provided K.Hov and/or CGCG is not in default under this
Assignment or the Agreement, The Village approves of K.Hov's right to buy back the Property
under the Option Agreement and to construct homes thereon. K.Hov agrees to and shall give
the Village written notice of K.Hov's re-acquisition of all or any portion of the Property on or
before three (3) days after each transaction in which K.Hov re-acquires fee title to all or
any portion of the Property. Such notice shall specifically disclose to portion of the
Property being re-acquired by K.Hov;
J. Notwithstanding anything contained herein or in the Option Agreement to the
contrary, any action by CDCG to convey, assign, grant, sell, transfer, lease or license all or any
portion of the Property to any person, individual, entity, limited liability company, corporation,
partnership, limited partnership, trust, land trust or any other entity or substantially similar
entity other than K. Hov shall constitute a transfer or assignment of the rights or obligations of
CDCG as "Owner"under the Agreement, the transferee thereof shall be deemed to have agreed
to and shall be bound by and shall fully comply with and satisfy all of the obligations of CDCG
as "Owner" under the Agreement and under this Assignment. It is expressly understood and
agreed that no person or entity other than K. Hov or CDCG may commence any development
activities without the prior written approval and consent of the Village (provided, in the event
CDCG commences development, prior to commencement, CDCG shall deposit substitute
security to guaranty completion as required). CDCG further agrees to and shall notify the
Village in writing of any such conveyance, assignment, transfer, lease or license within 30 days
of any such conveyance, assignment, transfer, lease or license, which notice shall include the
name and contact information of any such transferee. The terms, covenants and conditions of
this sub-paragraph J shall survive, run with the land, be binding on all successors and assigns of
the Parties hereto and be enforceable by the Village for the term of the Agreement.
Notwithstanding anything to the contrary contained in this Assignment, CDCG shall be
released from any and all obligations under the Agreement and this Assignment which accrue
after that date that CDCG ceases to own any portion of the Property, it being expressly
understood however that CDCG shall not be released from any of CDCG's obligations which
accrue prior to that date CDCG ceases to own any portion of the Property;
K. Notwithstanding anything contained herein or in the Option Agreement to the
contrary, K Hov shall not convey, assign, grant, sell, transfer, lease or license all or any portion
of the Property to any person, individual, entity, limited liability company, corporation,
partnership, limited partnership, trust, land trust or any other entity or substantially similar
entity except that. K. Hov may convey each one (1) lot to be created on the Property to only one
(1) independent, third party, individual person, who shall only use that one (1) lot or portion of
the Property so conveyed for residential use, and for no other use of purpose whatsoever,
without the prior, written approval and consent of the Village, and such consent and approval
may be withheld in the Village's sole, exclusive judgment and discretion. The terms, covenants
and conditions of this sub-paragraph K. shall survive, run with the land, be binding on all
successors and assigns of the Parties hereto and be enforceable by the Village for the term of
the Agreement;
L. Effective as of the Acquisition Date, the Village approves the Assignment to
CDCG of all of the respective Interests K. Hov held pursuant to the Agreement and CDCG,
effective as of the Acquisition Date as hereinafter defined, accepts this Assignment and
assumes and agrees to be bound by the respective Interests of K. Hov, as Developer and
successor Owner under the Agreement, all on the terms and conditions provided herein.
M. The Parties agree that this Assignment shall be effective as of the date on
which CDCG acquires title to the Property ("Acquisition Date"). Effective as of the Acquisition
Date, CDCG shall be responsible for and shall comply with all terms, covenants, obligations
and conditions of Developer and Owner as set forth in the Agreement. It is expressly a term and
condition of this Assignment, that effective as of the Acquisition Date CDCG agrees that it
shall timely commence and complete all terms, covenants, obligations, requirements and
conditions of Developer and Owner under the Agreement. CDCG represents that it has
accepted, and has assumed and agreed effective as of the Acquisition Date to make all
payments and to perform all other obligations of the K. Hov, as Developer and successor
Owner under the Agreement, including, but not limited to those obligations accruing prior to or
on the Acquisition Date. K. Hov shall not be released from any liability for all terms,
covenants, obligations and conditions of Developer and Owner as set forth in the Agreement.
The exercise by the Village of any remedy against CDCG shall not preclude the Village from
the exercise of the same or other remedies against K. Hov at the same or different times. The
Village acknowledges, that as of the Acquisition Date, it is not aware of any outstanding
obligations under the Agreement.
N. Effective as of the Acquisition Date, K. Hov hereby indemnifies the Village,
and agrees to defend and hold harmless the Village, from and against any and all liability, loss,
damage and expense, including, without limitation, reasonable attorney's fees actually incurred,
that the Village may or shall incur under the Agreement by reason of any failure or alleged
failure of K. Hov to have complied with or to have performed the obligations of the Developer
and Owner under the Agreement which were to be performed by K. Hov prior to the Acquisition
Date.
O. Effective as of the Acquisition Date, CDCG hereby indemnifies the Village, and
agrees to defend and hold harmless the Village, from and against any and all liability, loss,
damage and expense, including, without limitation, reasonable attorney's fees actually incurred,
that the Village may or shall incur under the Agreement by reason of any failure or alleged
failure of CDCG to have complied with or to have performed the obligations of the Developer
and Owner under the Agreement which are to be performed by CDCG on or after the Acquisition
Date.
P. Any costs and expenses, including attorneys' fees (which shall include the cost of
any time expended by any in-house counsel of the Village) incurred by the Village in connection
with this Assignment and any proposed or purported assignment, transfer or sublease shall be
borne by K. Hov and shall be payable to the Village on demand as a Developer cost.
Q. K. Hov and CDCG hereby agree that in the event CDCG is in breach of or in
default under the terms of this Assignment and/or the Agreement, K. Hov shall have the right to
cure any such breach or default.
R. The Village shall have any and all remedies at law or in equity to enforce the
warranties,representations, indemnifications, terms, covenants, obligations and conditions of this
Assignment and/or the Agreement, including, but not limited to drawing upon that certain
Irrevocable Stand By Letter of Credit No. 18131431-00-000 dated March 22, 2019, issued by
PNC Bank ("LOC") as they pertain and apply to the Village, as a third party beneficiary
hereunder and the Parties understand and agree the Village must continue to and shall have all
remedies otherwise available to the Village for defaults under this Assignment and/or the
Agreement, including the right to draw upon and apply any and all amounts due under the LOC,
regardless of whether K. Hov or CDCG committed such defaults;
S. Effective as of the Acquisition Date, and provided CDCG and K.Hov are not in
default under the Agreement, and provided K. Hov has paid any costs and expenses, including
attorneys'fees (which shall include the cost of any time expended by any in-house counsel of the
Village) incurred by the Village in connection with this Assignment; the Village, as evidenced
by its execution of the Village's Consent (the "Consent") attached to and made a part of this
Assignment, hereby consents to this Assignment.
T. Effective as of the Acquisition Date, Hovnanian Enterprises, Inc., a Delaware
corporation, as the owner, directly or indirectly of K. Hov, as evidenced by its execution of the
Hovnanian Enterprises, Inc.'s Consent (the"Hovnanian Consent") attached to and made a part of
this Assignment, hereby consents to this Assignment.
U. GOVERNING LAW: This Assignment shall be construed, interpreted,
and enforced pursuant to the applicable laws in the State of Illinois.
W. THE VILLAGE IS THIRD PARTY BENEFICIARY: It is fully intended,
acknowledged and agreed to by K. Hov and CDCG that the Village be and hereby is a third party
beneficiary of this Assignment and shall be entitled to and may enforce the terms, covenants and
conditions contained herein as each may apply to the Village.
X. MISCELLANEOUS PROVISIONS:
(a) The terms and conditions of this Assignment shall be binding upon and
shall inure to the benefit of the parties hereto and their respective successors and assigns.
(b) This Assignment may be executed in counterparts, each of which will be
deemed an original document,but all of which will constitute a single document.
(c) All defined terms not otherwise defined herein shall have the same
meaning as defined in the Agreement.
(d) K. Hov, CDCG, the Village and Hovnanian Enterprises, Inc., a Delaware
corporation hereby each represent and warrant that the person signing this Assignment and/or
the Consent and/or the Hovnanian Consent attached hereto is duly authorized to execute and
deliver this Assignment and/or Consent and/or the Hovnanian Consent on behalf of such party,
and that this Assignment and/or Consent and/or the Hovnanian Consent is binding upon the
party.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK.]
IN WITNESS WHEREOF, in consideration for good and valuable consideration in
hand paid, K. Hov does hereby assign to, and CDCG hereby accepts and assumes all of K.
Hov's Interests, as set forth herein, effective as of the Assignment Date.
K. HOV:
K. Hovnanian at Link Crossing,LLC, an
Illinois limited liability company
By:
Name: a
Title:
STATE OF ILLINOIS )
COUNTY OF Du )
SS
1, Y11 f'u a notary public in and for the said County, in the
State aforesaid,DO HEREBY CERTIFY that MN V0VVf0d0W ,of K.Hovnanian at Link
Crossing, LLC, an Illinois limited liability company, personally known to me to be the same
person whose name is subscribed to the foregoing instrument, appeared before me this day in
person, and acknowledged that he signed, sealed and delivered the said instrument as his free
and voluntary act, for the uses and purposes therein set forth.
Given under my hand and official seal,this ll day of JJA 1 U 52019.
------------------------
OFFICIAL SEAL.
UANlELLE MARCHESE �a
NOTARY PUBLIC-STATE OF L NM ry Public
W SON EXPIRESA1123I12
CDCG:
CDCG 4 Hov 2 L.P., a Delaware limited partnership
By: CDCG Asset Management, LLC, an AZ limited
liability company, its authorized agent
5-4,7.T"
By: ...m......�... ............................................ ...
Name: Steven Benson
Title: Its Manager
STATE OF ARIZONA )
SS
COUNTY OF MARICOPA )
I, �q p f a notary public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that Steven Benson, Manager of CDCG Asset Management,
LLC, an AZ limited liability company, authorized agent of CDCG 4 Hov 2 L.P., a Delaware
limited partnership, personally known to me to be the same person whose name is subscribed to
the foregoing instrument,appeared before me this day in person,and acknowledged that he signed,
sealed and delivered the said instrument as his free and voluntary act, for the uses and purposes
therein set forth.
Given under my hand and official seal,this T'day of w , 2019.
=Pubnc-
Notary Public
Consent of Assignment
The Village of Buffalo Grove hereby consents to the above and foregoing assignment.
VILLAGE OF BUFFALO GROVE, a
municipal corporation
By: —
Name: Dane Br gg
Title: Village Manager
STATE OF ILLINOIS )
SS
COUNTY OF COOK )
r , a notary public in and for the said County, in the State
aforesaid, DO HEREBY CERTIFY that Dane Bragg, Village Manager of VILLAGE OF
BUFFALO GROVE, an Illinois municipal corporation, personally known to me to be the
same person whose name is subscribed to the foregoing instrument, appeared before me this
day in person, and acknowledged that he signed, sealed and delivered the said instrument as his
free and voluntary act, for the uses and purposes therein set forth.
Given under my hand and official seal, this 1-1"% day of 2019.
------------------------
OFFICIAL SEAL N 'alr yPublic
JULIE DZIEWIOR
NOTARY PUBLIC-STATE OF ILLIN0IS
hNr11 W COSSION EXPIRES:09124122
Arsyv i- e1MAer
Consent of Hovnanian Enterprises,Inc.
The undersigned, as an authorized agent of and on behalf of Hovnanian Enterprises, Inc., a
Delaware corporation ("Hovnanian Enterprises"), as the owner, directly or indirectly of K.
Hovnanian at Link Crossing LLC, an Illinois limited liability company ("K. Hov'), hereby
consents to and approves ofthe foregoing execution of the Assignment,and acknowledges and agrees
that, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, including, but not limited to the agreement of the Village to consent to the
Assignment, hereby consents to, approves of and shall be bound by this instrument and the
Agreement,as defined in the Assignment,which shall apply to Hovnanian Enterprises with the same
force and effect as they apply to K.Hov.
Hovnanian Enterprises,Inc.
By. c ael Dlscafan►
Name: Vic,
e ounsef
Title
STATE OF )
SS
COUNTY OF M4Yy4k )
o
1, ,a no ary public in d for the said County, in the State aforesaid,DO HEREBY
CERTIF that 4 {/ n Hovnanian Enterprises,
Inc. a Delaware corporation, pers nally known to me to be the same person whose name is
subscribed to the foregoing instrument,appeared before me this day in person,and acknowledged
that he signed, sealed and delivered the said instrument as his free and voluntary act,for the uses
and purposes therein set forth.
Give under my hand and seal this day of 2019 %.`��F� E Co
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EXHIBIT A
LEGAL DESCRIPTION
KNOWN AS: LINK CROSSING, BEING A SUBDIVISION OF PART OF
THE SOUTHWEST '/a OF SECTION21, TOWNSHIP 43 NORTH, RANGE
11 EAST OF THE THIRD PRINCIPAL MERIDIAN, LAKE COUNTY,
ILLINOIS, BUFFALO GROVE, ILLINOIS
PERMANENT INDEX NUMBER: 15-21-300-026-0000
AREA= 50 ACRES