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CITY COUNCIL 2016/04/04 AgendaTHE CITY OF LAKE FOREST CITY COUNCIL AGENDA Monday, April 4, 2016 ***SPECIAL START TIME 6:00 pm*** City Hall Council Chambers Honorable Mayor, Donald Schoenheider Catherine Waldeck, Alderman First Ward Stanford Tack, Alderman Third Ward Prudence R. Beidler, Alderman First Ward Jack Reisenberg, Alderman Third Ward George Pandaleon, Alderman Second Ward Michael Adelman, Alderman Fourth Ward Timothy Newman, Alderman Second Ward Michelle Moreno, Alderman Fourth Ward CALL TO ORDER AND ROLL CALL 6:00pm EXECUTIVE SESSION pursuant to 5ILCS 120/2 (c), (6), The City Council will be discussing the consideration for the sale or lease of property owned by the Public Body Adjournment into executive session RECONVENE INTO REGULAR SESSION Anticipated 6:30pm PLEDGE OF ALLEGIANCE REPORTS OF CITY OFFICERS 1. COMMENTS BY MAYOR A. Emerging Artists Awards, Deer Path Art League -Jillian Chapman, Creative Director B. Arbor Day Proclamation A copy of the Proclamation can be found on page 32. 2. COMMENTS BY CITY MANAGER A. Community Spotlight - Lake Forest Open Lands - John Sentell, President 3. COMMENTS BY COUNCIL MEMBERS 4. OPPORTUNITY FOR CITIZENS TO ADDRESS THE CITY COUNCIL ON NON-AGENDA ITEMS 1 Monday, April 4, 2016 City Council Agenda 5. ITEMS FOR OMNIBUS VOTE CONSIDERATION 1. Approval of the March 7, 2016 City Council Meeting Minutes A copy of the minutes begins on page 33. 2. Approval of Check Register for Period February 27-March 25, 2016 Fund Invoice Payroll Total General 343,034 1,091,578 1,434,611 Water & Sewer 69,019 112,602 181,621 Parks & Recreation 139,979 278,059 418,038 Capital Improvements 256,850 0 256,850 Motor Fuel Tax 0 0 0 Cemetery 1,103 17,635 18,738 Senior Resources 8,345 15,028 23,373 Deerpath Golf Course 9,758 501 10,260 Fleet 68,641 37,690 106,331 Debt Funds 500 0 500 Housing Trust 0 0 0 Park & Public Land 0 0 0 All other Funds 351,091 139,995 491,086 $1,248,321 $1,693,088 $2,941,409 3. Request for Approval to Pay North Shore Water Reclamation District for Regency’s Lane’s Annexation and Connection Fees STAFF CONTACT: Michael Thomas, Director of Public Works (810-3540) PURPOSE AND ACTION REQUESTED: Staff is requesting City Council approval to pay North Shore Water Reclamation District (NSWRD hereafter) in full for Regency Lane’s annexation and connection fees. Such fees will be reimbursed entirely via the established SSA. The project was reviewed and approved by City Council at the October 19, 2015 City Council meeting. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Public Works Committee March 4, 2015 General Discussion Public Works Committee April 6, 2015 Reviewed Area’s Septic Issues Special Neighborhood Meeting May 11, 2015 Reviewed Project with Property Owners Public Works Committee May 18, 2015 Project Update Public Works Committee June 15, 2015 Project Update Special Neighborhood Meeting June 23, 2015 Project Update 2 Monday, April 4, 2016 City Council Agenda Public Works Committee July 20, 2015 Project Update / Review Eng. Costs City Council August 3, 2015 Proposing the Establishment of SSA # 40 Special Neighborhood Meeting August 13, 2015 Project Update City Council August 17, 2015 Opening Public Hearing on SSA # 40 Public Works Committee September 21, 2015 Project Update Public Works Committee October 5, 2015 Recommend Approval City Council October 5, 2015 Approved First Reading City Council October 19, 2015 Project Approved BACKGROUND/DISCUSSION: At both the October 5th and 19th, 2015 City Council meetings, staff provided a comprehensive estimate of the following project fees and expenses: Easement Document Preparation, Legal Expenses, Administration Fees, Design Engineering (Phase I-II), Construction Engineering (Phase III), Construction, Prepaid Connection Fees, and NSWRD Annexation & Connection Fees. Although all contracts and agreements were approved by City Council for this project, staff did not specifically request approval from City Council to pay NSWRD required fees. In order to spend City funds in excess of $20,000, City Council must officially authorize paying a specific amount to a specific vendor. In this case, the request is to pay NSWRD in the amount of $27,356. The entire expense will be reimbursed through the established SSA. BUDGET/FISCAL IMPACT: Staff had originally estimated the annexation and connection fees at $32,000. After providing further detail to the sanitary district for their review, the district determined that the total fee would be $27,356. Although initially paying the entire amount to NSWRD, funds received from the SSA will reimburse the City entirely for this expense. To date, one sanitary connection has been made and a second homeowner is seeking quotes to install a new sanitary lateral. FY2016 Funding Source Account Number Account Budget Amount Requested Budgeted? Y/N Capital Fund 311-0050-417-76-95 $32,000 $27,356 Y COUNCIL ACTION: Approval to pay North Shore Water Reclamation District Regency Lane’s annexation and connection fees in the amount of $27,356. The entire amount will be reimbursed from the established SSA. 4. Award of Bid for the Replacement of Marked Police Cars Included in the FY2017 Capital Equipment Budget STAFF CONTACT: Michael Thomas, Director of Public Works (810-3540) 3 Monday, April 4, 2016 City Council Agenda PURPOSE AND ACTION REQUESTED: The Public Works Committee and Staff are requesting City Council award a bid for the replacement of three marked police cars as proposed in the F.Y. 2017 capital equipment budget. Staff recommends purchasing the replacement vehicles via the Suburban Purchasing Cooperative administered by the Northwest Municipal Conference. The City has utilized the Cooperative’s bid to purchase police vehicles over the past three years. If the bid is awarded by City Council, staff anticipates receiving the replacement vehicles by August, 2016. The three Chevrolet Impalas being replaced will reach their 100,000 mile mark by the time the new units are delivered. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Finance Committee Budget Meeting November 9, 2015 Reviewed & Approved Public Works Committee November 16, 2015 Reviewed & Approved City Council January 19, 2016 Capitol Plan Reviewed BACKGROUND/DISCUSSION: The proposed replacement (“Ford Utility Interceptor”) is an all-wheel drive vehicle with sufficient space for the officer and his / her accompanying gear. The vehicle itself sits up higher and provides the officer improved visibility when driving amongst many large SUV’s. The vehicle has been designed specifically for police operations and offers many factory installed police options. It has evolved into the most popular police vehicle on the market today and is assembled in Chicago. After many years of experience, Fleet Maintenance has determined that once the Chevrolet Impalas have accrued 100,000 miles, they begin to have significant mechanical issues when continued to be used for police operations. In addition to the Impalas, the Department also utilizes Chevrolet Tahoes. Because the Tahoes are built on a truck frame and use many identical parts to the Silverado pick-up truck, Tahoes are replaced once they accrue 150,000 miles. The Police Chief has committed to not replacing the Ford Utility Interceptors until they too have accrued 150,000 miles. Included in the bid price is a six- year, 100,000 mile powertrain and base care warranty to assist in reducing the vehicles’ maintenance expense in order to achieve the 150,000 mileage goal. The three existing Impalas that will be replaced will be moved to the Community Development and used for various inspection services. They will replace current Community Development cars with 120,000+ miles. BUDGET/FISCAL IMPACT: Information regarding the F.Y. 2017 capital equipment purchases was included in the November 9, 2015 Finance Budget packet. At its November 16, 2015 meeting, the Public Works Committee also reviewed and recommended approval of each piece to be included in the F.Y. ’17 capital budget. The City has purchased police vehicles from the Suburban Purchasing Cooperative’s low bidder Currie Motors in the past and has not had any problems with the dealership nor the delivered vehicles. All warranty work will be completed by Napleton Ford in Libertyville. 4 Monday, April 4, 2016 City Council Agenda FY2017 Funding Source Account Number Account Budget Amount Requested Budgeted? Y/N Capt. Fund 311-5001-450-75-49 $90,000 $90,555 Y COUNCIL ACTION: Award of bid for three Ford Utility Interceptors to Suburban Purchasing Cooperative’s low bidder, Currie Motors, in the amount of $90,555. The overage of $555 will be covered by savings in other F.Y. ’17 capital equipment purchases. 5. Award of Bid for the Replacement of a ¾-Ton Regular Cab Pick-Up Truck for the Parks Section Included in the FY2017 Capital Equipment Budget STAFF CONTACT: Michael Thomas, Director of Public Works (810-3540) PURPOSE AND ACTION REQUESTED: The Public Works Committee and Staff are requesting City Council award a bid for the replacement of unit #310, a 2002 Chevrolet pick-up truck used by the Parks Section. Per the Purchasing Directive 3-5, staff sent bid specifications to multiple dealerships, had the invitation to bid printed in a local newspaper, and placed all specifications on the City’s website. If the bid is awarded by City Council this evening, staff anticipates receiving the replacement truck by August, 2016. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Finance Committee Budget Meeting November 9, 2015 Reviewed & Approved Public Works Committee November 16, 2015 Reviewed & Approved City Council January 19, 2016 Capitol Plan Reviewed BACKGROUND/DISCUSSION: The current unit #310 is a 2002 Chevrolet ¾-ton pickup truck with approximately 108,000 miles. The truck is used for various park maintenance activities throughout the entire year. It typically tows a trailer with ground maintenance equipment and carries tools for daily baseball and soccer field preparation. The truck is also utilized for snow removal activities. The entire unit has significant rust (cab floor, rocker panels, under carriage, brake lines, etc.) Due to the rust, the truck’s cab-mounting bushings need to be replaced. The truck has recently had problems with its heater core, transfer case, U-joints, injectors, and front bearings. BUDGET/FISCAL IMPACT: As previously noted, all required bidding procedures were adhered to and the following bids were received on March 15, 2016: Dealership Bid Trade Net Ray Chevrolet $42,914 $3,000 $39,914 Advantage Chevrolet $43,093 $2,500 $40,593 Palmen GMC $43,486 $2,500 $40,986 5 Monday, April 4, 2016 City Council Agenda The City’s fleet of pickups, one ton dump trucks, and police equipment is 95% GM products. The City has had very good experience with these vehicles and has a good working relationship with surrounding GM dealerships. With a majority of the fleet being GM vehicles, the mechanics are able to streamline repairs and the parts inventory is minimized due to many common parts. Warranty work can be completed at any GM dealership and parts are readily available throughout the area. Staff therefore recommends awarding the bid to lowest bidder. FY2017 Funding Source Account Number Account Budget Amount Requested Budgeted? Y/N Park & Rec. Fund 223-5774-452-75-01 $42,000 $39,914 Y COUNCIL ACTION: Award of bid for the replacement of pick-up truck #310 to the lowest responsible bidder, Ray Chevrolet, in the net amount of $39,914. This is $2,086 under the budgeted amount of $42,000. 6. Award of Bid for the Replacement of a 1-Ton Chassis for the Forestry Section Included in the FY2017 Capital Equipment Budget STAFF CONTACT: Michael Thomas, Director of Public Works (810-3540) PURPOSE AND ACTION REQUESTED: The Public Works Committee and Staff are requesting City Council award a bid for the replacement of unit #633, a 2001 Chevrolet 1-ton dump truck used by the Forestry Section. Per the Purchasing Directive 3-5, staff sent bid specifications to multiple dealerships, had the invitation to bid printed in a local newspaper, and placed all specifications on the City’s website. If the bid is awarded by City Council this evening, staff anticipates receiving the replacement truck in August, 2016. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Finance Committee Budget Meeting November 9, 2015 Reviewed & Approved Public Works Committee November 16, 2015 Reviewed & Approved City Council January 19, 2016 Capitol Plan Reviewed BACKGROUND/DISCUSSION: The current unit #633 is a 2001 Chevrolet 1-ton dump truck with approximately 103,000 miles. The truck is used for multiple Forestry maintenance activities. It hauls brush, logs, dirt, mulch, and new trees to various jobsites throughout the City. It is shared at times with the Parks Section and is utilized in the winter months for hauling snow from various parking lots and cul-de-sacs. Similar to units # 310 & 315, 633 has significant rust issues. The entire cab floor has street sign blanks welded in as a temporary floor. The truck’s liftgate is completely rotted through and can no longer be used. The truck has had its transmission replaced this past summer with one from a junkyard. Finally, the dump bed is worn thin and rotted through in multiple locations. 6 Monday, April 4, 2016 City Council Agenda BUDGET/FISCAL IMPACT: The new dump body for this truck will be purchased through and installed by Lindco Equipment Sales in the amount of $19,983. Because the cost of the dump body and its installation is under $20,000, the City’s Purchasing Policy allows such work to be awarded without formal bidding. Lindco Equipment Sales is included on the approved vendor list under the Purchasing Policy, and the City has utilized Lindco Equipment Sales for many of its dump body, salt spreader, and larger truck plow purchases and installations with great satisfaction. The F.Y. 2017 capital equipment items were reviewed and approved to be included in the F.Y. ’17 capital plan by the Public Works Committee at its November 16, 2015 meeting. As previously noted, all required bidding procedures were adhered to and the following chassis bids were received on March 15, 2016: Dealership Bid Trade Net Advantage Chevrolet $37,256 $4,000 $33,256 Ray Chevrolet $37,097 $2,000 $35,097 Palmen GMC $38,465 $3,000 $35,465 The City’s fleet of pickups, one ton dumps, and police equipment is 95% GM products. The City has had very good experience with these vehicles and has a good working relationship with surrounding GM dealerships. With a majority of the fleet being GM vehicles, the mechanics are able to streamline repairs and the parts inventory is minimized due to many common parts. Warranty work can be completed at any GM dealership and parts are readily available throughout the area. Staff therefore recommends awarding the bid to lowest bidder. FY2017 Funding Source Account Number Account Budget Amount Requested Budgeted? Y/N Park & Rec. Fund 223-5774-452-75-01 $62,000 $33,256 Y COUNCIL ACTION: Award of bid thereby waving any and all technical deficiencies, for the replacement of truck # 633 to the lowest responsible bidder, Advantage Chevrolet, in the net amount of $33,256. The dump body will be purchased from Lindco Equipment Sales in the amount of $19,983. The total truck price will therefore be $53,239 which is $8,761 under the budgeted amount of $62,000 7. Award of Bid for the Replacement of a Tower Truck for the Streets Section Included in the FY2017 Capital Equipment Budget STAFF CONTACT: Michael Thomas, Director of Public Works (810-3540) PURPOSE AND ACTION REQUESTED The Public Works Committee and Staff are requesting City Council award a bid for the replacement of unit #433, a 2001 Ford F-450 tower and cabinet body truck used by the Streets Section. Similar to the police car purchase, staff is requesting approval to use a national public sector bidding program to purchase the replacement tower truck. Per Section 5.5 of the Purchasing Directive, purchases can be made via a variety of governmental joint purchasing programs. Specific items are bid nationally and conform to all requirements of the State bidding laws. 7 Monday, April 4, 2016 City Council Agenda If the bid is awarded by City Council this evening, staff anticipates receiving the replacement tower truck in November, 2016. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Finance Committee Budget Meeting November 9, 2015 Reviewed & Approved Public Works Committee November 16, 2015 Reviewed & Approved City Council January 19, 2016 Capitol Plan Reviewed BACKGROUND/DISCUSSION: The current unit #433 is a gas powered 2001 Ford F-450 tower and cabinet body truck with approximately 11,000 hours. The truck provides aerial support for all of the City’s street lights, traffic lights, and signs. In addition, it is utilized by the Forestry Section after heavy storms and when Forestry’s primary tower truck is out of service. The floors of the truck’s steel cabinet body have completely rusted through and similar to unit # 633’s floor, are being held up by welded-in street sign blanks. Two of the cabinet doors no longer close and are secured using bungee cords. The chassis itself has intermittent issues with its engine mis-firing; this becomes a significant concern when an employee is raised in the bucket. Finally, the truck’s aerial lift had multiple items noted in need of repair and replacement during its annual inspection this past winter. BUDGET/FISCAL IMPACT: The F.Y. 2017 capital equipment items were reviewed and approved to be included in the F.Y. ’17 capital plan by the Public Works Committee at their November 16, 2015 meeting. As previously noted, staff is requesting approval to purchase the unit from Terex Utilities, Inc. via the National Joint Powers Alliance (NJPA hereafter). NJPA is a public agency that was statutorily created to provide purchasing assistance to only governmental, education, and non-profit agencies. The unit requested to be purchased will include a 40-foot Terex Hi-Ranger aerial bucket along with a fiberglass cabinet body. Both will be installed on an International 4300LP chassis. Both the current Forestry and Streets tower trucks utilize the Terex Hi-Ranger aerial device. The City also utilizes International chassis for all of its large plows trucks and ambulances. Fleet Maintenance staff has had good success maintaining both items and warranty repairs are addressed with nearby dealers. Once the new truck is placed into service, the existing unit will be sold via a public auction or public bid. If the dollar amount for the sale of the existing truck is $4,000 or more, staff will return to City Council to request approval to sell the unit to the highest bidder. FY2017 Funding Source Account Number Account Budget Amount Requested Budgeted? Y/N Capital Fund 311-5001-450-75-49 $160,000 $151,951 Y COUNCIL ACTION: Award of bid for the replacement of tower truck # 433 to Terex Utilities, Inc. in the amount of $151,951. This is $8,049 under the budgeted amount of $160,000. 8 Monday, April 4, 2016 City Council Agenda 8. Award of Bid for the Replacement of a ¾-Ton Regular Cab Pick-Up Truck for the Parks Section Included in the FY2017 Capital Equipment Budget STAFF CONTACT: Michael Thomas, Director of Public Works (810-3540) PURPOSE AND ACTION REQUESTED: The Public Works Committee and Staff are requesting City Council award a bid for the replacement of unit #315, a 2001 Chevrolet pick-up truck used by the Parks Section. Per the Purchasing Directive 3-5, staff sent bid specifications to multiple dealerships, had the invitation to bid printed in a local newspaper, and placed all specifications on the City’s website. If the bid is awarded by City Council this evening, staff anticipates receiving the replacement truck in August, 2016. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Finance Committee Budget Meeting November 9, 2015 Reviewed & Approved Public Works Committee November 16, 2015 Reviewed & Approved City Council January 19, 2016 Capitol Plan Reviewed BACKGROUND/DISCUSSION: The current unit #315 is a 2001 Chevrolet ¾-ton pickup truck with approximately 110,000 miles. The truck transports fuel to various small tractors used throughout the year that assist with mowing, leaf collection, and snow removal. The truck is also used to plow multiple bike paths in the winter months. It is shared at times with both Forestry and Streets for their daily maintenance activities. Similar to unit # 310, truck # 315’s rocker panels have significant rot with corrosion issues throughout the entire truck (bed, wheel wells, door jams, etc.) The brake, fuel, and transmission cooler lines are in need of replacement due to the corrosion. The pick-up bed is also warped due to heavy use. BUDGET/FISCAL IMPACT: The F.Y. 2017 capital equipment items were reviewed and approved to be included in the F.Y. ’17 capital plan by the Public Works Committee at its November 16, 2015 meeting. As previously noted, all required bidding procedures were adhered to and the following bids were received on March 15, 2016: Dealership Bid Trade Net Advantage Chevrolet $46,559 $3,500 $43,059 Ray Chevrolet $46,186 $3,000 $43,186 Palmen GMC $46,758 $2,500 $44,258 The City’s fleet of pickups, one ton dumps, and police equipment is 95% GM products. The City has had very good experience with these vehicles and has a good working relationship with surrounding GM dealerships. With a majority of the fleet being GM vehicles, the mechanics are able to streamline repairs and the parts inventory is minimized due to many common parts. Warranty work can be completed at any GM dealership and parts are readily available throughout the area. Staff therefore recommends awarding the bid to lowest bidder. 9 Monday, April 4, 2016 City Council Agenda FY2017 Funding Source Account Number Account Budget Amount Requested Budgeted? Y/N Park & Rec. Fund 223-5774-452-75-01 $46,000 $43,059 Y COUNCIL ACTION: Award of bid thereby waiving any and all technical deficiencies for the replacement of pick-up truck # 315 to the lowest responsible bidder, Advantage Chevrolet, in the net amount of $43,059. This is $2,941 under the budgeted amount of $46,000. 9. Award of Bid for the Replacement of a ¾-Ton Regular Cab Pick-Up Truck for the Water & Sewer Utilities Section Included in the F.Y. 2017 Capital Equipment Budget STAFF CONTACT: Michael Thomas, Director of Public Works (810-3540) PURPOSE AND ACTION REQUESTED: The Public Works Committee and Staff are requesting City Council award a bid for the replacement of unit # 901, a 2003 Chevrolet pick-up truck used by the Water & Sewer Utilities Section. Per the Purchasing Directive 3-5, staff sent bid specifications to multiple dealerships, had the invitation to bid printed in a local newspaper, and placed all specifications on the City’s web site. If the bid is awarded by City Council this evening, staff anticipates receiving the replacement truck by August, 2016. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Finance Committee Budget Meeting November 9, 2015 Reviewed & Approved Public Works Committee November 16, 2015 Reviewed & Approved City Council January 19, 2016 Capitol Plan Reviewed BACKGROUND/DISCUSSION: The current unit #901 is a 2003 Chevrolet ¾-ton cabinet body truck with approximately 104,000 miles. It is primarily used for hauling the Section’s tools and equipment for main breaks, sewer repairs, meter installations, water line taps, and valve replacements. The unit also assists with the annual snow removal program. Similar to trucks of this age and mileage, unit # 901’s under-carriage, brake lines, and rocker panels are all rusted through. The fiberglass cabinet body is in good condition and it is Fleet Maintenance’s intent to remove the body from the current truck and re-install it on the new unit. The new pick-up body will be installed on an existing truck that has significant damage to its pick-up bed. Once the various truck bodies have been removed and replaced, the existing unit will be sold via a public auction or public bid. If the dollar amount for the sale of the existing truck is $4,000 or more, staff will return to City Council to request approval to sell the unit to the highest bidder. BUDGET/FISCAL IMPACT: As previously noted, all required bidding procedures were adhered to and the following bids were received on March 15, 2016: 10 Monday, April 4, 2016 City Council Agenda Dealership Bid Ray Chevrolet $42,914 Advantage Chevrolet $43,093 Palmen GMC $43,486 The City’s fleet of pickups, one ton dumps, and police equipment is 95% GM products. The City has had very good experience with these vehicles and has a good working relationship with surrounding GM dealerships. With a majority of the fleet being GM vehicles, the mechanics are able to streamline repair services and the parts inventory is minimized due to many common parts. Warranty work can be completed at any GM dealership and parts are readily available throughout the area. Staff therefore recommends awarding the bid to lowest bidder. FY2017 Funding Source Account Number Account Budget Amount Requested Budgeted? Y/N Water Fund 508-0001-433-75-02 $60,000 $42,914 Y COUNCIL ACTION: Award of purchase for the replacement of pick-up truck # 901 to the lowest responsible bidder, Ray Chevrolet in the amount of $42,914; this is $17,086 under the budgeted amount of $60,000. 10. Award of Bid for a Greens Mower for the Golf Course Maintenance Section Included in the FY2017 Capital Equipment Budget STAFF CONTACT: Michael Thomas, Director of Public Works (810-3540) PURPOSE AND ACTION REQUESTED: The Public Works Committee and Staff are requesting City Council authorization to purchase a greens mower for Deerpath Golf Course’s maintenance operation. The greens mower is a riding reel mower that is designed to minimize compaction to the green’s turf. Per the Purchasing Directive 3-5, staff sent bid specifications to multiple vendors, had the invitation to bid printed in a local newspaper, and placed all specifications on the City’s website. If the bid is awarded by City Council, staff anticipates receiving the replacement mower in May, 2016. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Finance Committee Budget Meeting November 9, 2015 Reviewed & Approved Public Works Committee November 16, 2015 Reviewed & Approved City Council January 19, 2016 Capitol Plan Reviewed BACKGROUND/DISCUSSION: The proposed greens mower provides the same precision cut of a walking mower on a larger, more efficient scale. The cutting units are designed to reduce wear and tear on the green when mowing the perimeter, and the unit collects 11 Monday, April 4, 2016 City Council Agenda the clippings to improve overall health of the plant. The proposed Toro 3300 greens mower is preferred by Kemper’s maintenance staff because of its high quality cut and ease of repair. The City’s Fleet Maintenance staff is also well versed in both preventative maintenance and repair of Toro’s turf maintenance products. Because the existing greens mower was inoperable and requiring multiple repairs, staff elected not to request a trade-in value by any of the vendors. The existing unit was placed with other golf course scrap steel items during a major clean-up of the maintenance shop last fall. BUDGET/FISCAL IMPACT: This mower, along with three other pieces of equipment, is budgeted in the F.Y. ’17 equipment budget for the golf course. As was previously noted, all required bidding procedures were adhered to and the following bids were received on March 15, 2016: Vendor Make / Model Bid Amount Reinders, Inc. Toro Greensmaster Tri-Plex 3300 $26,454 Spartan, Inc. Toro Greensmaster Tri-Plex 3300 $30,353 MTI, Inc. Toro Greensmaster Tri-Plex 3300 $30,658 Kenney Corp. Toro Greensmaster Tri-Plex 3300 $33,638 Along with the golf course, the City’s Parks and Cemetery Sections utilize multiple pieces of Toro products. Toro products have been found to be very durable, reliable, and are easily maintained by both the golf course maintenance staff and the City’s Fleet Maintenance Section. FY2017 Funding Source Account Number Account Budget Amount Requested Budgeted? Y/N Golf Fund 510-6301-454-7502 $27,000 $26,454 Y COUNCIL ACTION: Award of bid for a greens mower to the lowest responsible bidder, Reinders, Inc., in the amount of $26,454; this is $546 under the budgeted amount of $27,000. 11. Award of Bid for a Rough Cut Mower for Deerpath Golf Course Included in the FY2017 Capital Equipment Budget STAFF CONTACT: Michael Thomas, Director of Public Works (810-3540) PURPOSE AND ACTION REQUESTED: The Public Works Committee and Staff are requesting City Council authorization to purchase a rough cut mower for Deerpath Golf Course’s maintenance operation. The proposed rough cut mower has a 150” cutting width and will mow up to nine acres per hour. Per the Purchasing Directive 3-5, staff sent bid specifications to multiple vendors, had the invitation to bid printed in a local newspaper, and placed all specifications on the City’s website. If the bid is awarded by City Council this evening, staff anticipates receiving the replacement mower in May, 2016. 12 Monday, April 4, 2016 City Council Agenda PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Finance Committee Budget Meeting November 9, 2015 Reviewed & Approved Public Works Committee November 16, 2015 Reviewed & Approved City Council January 19, 2016 Capitol Plan Reviewed BACKGROUND/DISCUSSION: Depending upon the type and overall quality of the desired cut, Deerpath Golf Course utilizes various mowers in its fleet. The proposed replacement mower has floating cutting units that follow the ground’s terrain to prevent any scalping. In addition, the mower's air inlets stand the grass blades up for a clean, precise cut. The mower is also equipped with a liquid cooled diesel engine that generates enough horsepower to mow through thick, wet grass while providing a striping appearance from its rear rollers. The existing unit to be traded-in is a pull behind deck that attaches to a tractor and is used to mow rough areas of the course. Mowing with this type of unit is very difficult to obtain a complete cut near trees, bunkers, and greens. On an annual basis, the individual decks require significant amount of maintenance. Items in constant need of repair include the belts that drive the decks, bearings in the blade hubs, and the supports for the wheels and tires. BUDGET/FISCAL IMPACT: This mower, along with three other pieces of equipment, is budgeted in the F.Y. ’17 equipment budget for the golf course. As was previously noted, all required bidding procedures were adhered to and the following bids were received on March 15, 2016: Vendor Make / Model Base Bid Trade-In Net Amt. Reinders, Inc. Toro Groundsmaster 4700-D $63,974 $750 $63,224 MTI, Inc. Toro Groundsmaster 4700-D $74,004 $250 $73,754 Spartan, Inc. Toro Groundsmaster 4700-D $75,284 $0 $75,284 Kenney Corp. Toro Groundsmaster 4700-D $91,300 $100 $91,200 For many years, the City has utilized various sizes and models of the Groundsmaster mower from Toro. They are well-built, reliable mowers and replacement parts are very accessible from Toro vendors. FY2017 Funding Source Account Number Account Budget Amount Requested Budgeted? Y/N Golf Fund 510-6301-454-7502 $63,000 $63,224 Y COUNCIL ACTION: Award of bid for a rough cut mower to the lowest responsible bidder, Reinders, Inc., in the amount of $63,224; this is $224 over the budgeted amount of $63,000. The overage is offset by savings in other FY 2017 golf course capital equipment purchases. 13 Monday, April 4, 2016 City Council Agenda 12. Consideration of a Request for Reimbursement for Environmental Investigation at the Laurel and Western Avenues Site. (Approval of a Motion) STAFF CONTACT: Catherine J. Czerniak, Director of Community Development PURPOSE AND ACTION REQUESTED: Approval is requested to authorize the City Manager to issue a final payment for environmental investigation work performed at the Laurel and Western Avenues redevelopment site. BACKGROUND AND DISCUSSION: In an effort to coordinate soil remediation activities with the anticipated development of the site, Apex Companies, LLC, an environmental consulting firm under contract with Focus Development, performed environmental investigation work on the City’s property from April 5th through August 1st of 2015. The work was monitored by the City’s Owner’s Representative, Jacob and Hefner Associates, and the results of the work were used to develop the detailed soil remediation plan. Since the investigation work was completed to support the remediation of the site, it falls under the scope of work the City is responsible for completing in order to deliver a clean, development ready site. In December, 2015, the City Council authorized payment of $42,070.78 for a portion of the work completed by Apex. Payment for the remainder was delayed pending further negotiations with Focus Development. Council action authorizing a final payment to Apex is now requested in the amount of $56,903.68. This total reflects some minor adjustments in the form of deductions for line items not directly related to the City Work, based on a review by the City’s Owner’s Representative. Those items will be redirected to Focus Development for payment. BUDGET/FISCAL IMPACT: The cost of the environmental investigation work is reimbursable through funds generated by the TIF District. In fact, supporting the cleanup of the former Municipal Services site was one of the primary reasons for establishing a TIF District on the property. The City will be reimbursed for these costs upon receipt of TIF revenues, or from TIF bond proceeds. Below is a summary of Project budget. FY2016 Funding Source Amount Budgeted Amount Requested Budgeted Y/N Laurel and Western Redevelopment Fund #322-2501-499-77-05 $3,300,000 $56,903.68 Y Recommendation: Authorize the City Manager to issue a final payment to Apex Companies, LLC in the amount of $56,903.68 as reimbursement for investigation performed to support soil remediation on the City’s former Municipal Services site. 13. Consideration of a Contract with AT&T for the Removal and Relocation of Equipment in Preparation for the Redevelopment of the City’s Former Municipal Services Site. (Approval of a Motion) 14 Monday, April 4, 2016 City Council Agenda STAFF CONTACT: Catherine J. Czerniak, Director of Community Development PURPOSE AND ACTION REQUESTED: Council action is requested to authorize the City Manager to enter into a contract with AT&T for the relocation of equipment. This work is necessary as one of the final steps in preparing the property for redevelopment. BACKGROUND AND DISCUSSION: Assorted AT&T facilities are located on the former Municipal Services site including a utility pedestal, cables and poles. This equipment provided service to the former Municipal Services Facility. As part of the City’s obligation to prepare the site for development, these facilities must be removed from the site and relocated to the right-of-way consistent with the location of most utilities throughout the City. Removal and relocation was coordinated with the developer to assure that further relocation will not be necessary as development progresses. A copy of the contract is included in the Council packet beginning on page 41. BUDGET/FISCAL IMPACT: The cost of the removal of all utilities from the site in preparation for redevelopment is reimbursable through funds generated by the TIF District. FY2016 Funding Source Amount Budgeted Amount Requested Budgeted Y/N Laurel and Western TIF Fund #322-2501-499-77-05 $3,000,000 $76,620.74 Yes COUNCIL ACTION: Approve a motion authorizing the City Manager to enter into a contract with AT&T for the relocation of equipment in preparation for the redevelopment of the former Municipal Services site. 14. Award of the Lake Forest portion of the 2016 Joint Sewer Lining Project contract. STAFF CONTACT: Robert Ells, Superintendent of Engineering (810-3555) PURPOSE AND ACTION REQUESTED: Staff requests approval of a one year extension of the 2013 Joint Sewer Lining Project with Hoerr Construction for the 2016 Joint Sewer Lining Project. BACKGROUND/DISCUSSION: The City maintains approximately 139 miles of mainline sanitary sewer and 219 miles of storm sewer throughout the City. The pipe material that was predominantly used in the past to construct the sewers was a clay material. The clay pipes are most susceptible to deterioration from natural elements and root intrusions resulting in broken pipes and leaking joints. With a deteriorated pipe, the functionality of the pipe to carry the flows is compromised thereby creating surcharges and/or backups. 15 Monday, April 4, 2016 City Council Agenda This reconstruction technique is done without the expensive and disruptive excavation process. The process provides for the insertion of a special liner inside the pipe, creating a new smooth-surfaced, long-lasting pipe within the old sewer. This project was competitively bid in 2013 under the Municipal Partnering Initiative (MPI) with Glencoe, Highland Park, and North Chicago. The contract allowed for three option years if recommended by the Municipal Partners. If approved, this will be the last option year on this contract. BUDGET/FISCAL IMPACT: The 2016 contract unit prices will increase 1.7% over last year for the 2016 contract per the terms of the 2013 contract. Below is an estimated summary of Project budget: FY2017 Funding Source Account Number Amount Budgeted Amount Requested Budgeted? Y/N Capital Fund (Storm) 508-0001-434-67-46 $100,000 $100,000 Y Water and Sewer (Sanitary) 311-0050-417-67-25 $150,000 $150,000 Y All four communities are recommending extending their portion of the contract to Hoerr Construction at their respective Council/Board meetings in the next few weeks. They have worked in Lake Forest on previous contracts with satisfactory results. COUNCIL ACTION: Staff recommends City Council approval to exercise the option to extend the Lake Forest portion of the 2013 Joint Sewer Lining Project contract for one year for a not-to-exceed amount of $250,000. 15. Approval of Forest Park Grounds Maintenance Services Contract for FY ‘17 STAFF CONTACT: Chuck Myers, Superintendent of Parks & Forestry, 810-3565 PURPOSE AND ACTION REQUESTED: The Parks and Recreation Board and Staff are seeking approval to reject all bids, waive the bidding process and enter into a one year contract with Mariani Landscape to provide mowing and grounds maintenance services at Forest Park. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Parks and Recreation Board 03/15/16 Recommend Approval BACKGROUND/DISCUSSION: Forest Park is one of the oldest and most celebrated parks on the North Shore and a treasure for the residents of Lake Forest. After the completion of the highly successful rehabilitation project in 2015, the City’s Parks Section resumed its 16 Monday, April 4, 2016 City Council Agenda maintenance responsibilities and was charged with keeping the park in its pristine condition. Since 2011, the City has been outsourcing mowing on other City-owned properties and it has proven to be a beneficial fiscal approach by reducing labor expenses and long-term capital equipment replacement costs. Given the Parks Sections current workload, City Staff recognized the need to outsource Forest Park in order to ensure that the park is maintained at the highest level possible. For FY‘17, staff conducted an expansive bid process that includes mowing and extensive grounds maintenance services for Forest Park. In addition, staff included a three year option with this year’s bid process. The contract would provide The City with the right to extend the contract after the first season or rebid the contract for FY ‘18. The bid opening was held on March 4, 2016. BUDGET/FISCAL IMPACT: Funding for the Forest Park grounds maintenance contract is budgeted in the Parks Fund 220 operating budget. The results of the bid process confirm that outsourcing mowing and ground maintenance of these areas is fiscally beneficial. Staff received seven (7) bids for grounds maintenance services as detailed below for FY ‘17. VENDER TOTALS TGF Enterprises $ 29,050.00 Lizzette Medina & Co. $ 29,525.52 Mariani Landscape $ 37,381.23 Fleck’s Landscaping $ 41,251.00 Sundance Lawncare Inc. $ 85,500.00 KGI Landscaping Co. $ 86,100.00 Rocco Fiore & Sons $ 105,863.00 After careful review of the bids by City staff, it was determined that due to the importance of this newly restored park, the low bids should be rejected. The bids should be rejected based upon unknown performance of the low bidders with projects of this type. City staff is recommending the selection of Mariani Landscape for a one year contract. Mariani has had a very successful record working on previous City projects and is highly regarded in the community. The company has excellent references for similar work with surrounding communities as well. Further, Mariani is very familiar with the park and has a complete understanding of the extremely high level that must be maintained. Below is summary of Project budget: FY ’17 Funding Source Amount Budgeted Amount Requested Budgeted? Y/N Parks Operating Fund 220 $40,000 $ 37,381.23 Y 17 Monday, April 4, 2016 City Council Agenda COUNCIL ACTION: Approval to reject all bids, waive the bidding process and enter into a one year contract with Mariani Landscape to provide mowing and grounds maintenance services at Forest Park, with the ability to extend the contract for an additional two, one-year terms, in the total amount of $37,381.23 for FY’17. 16. Approval of Contract for Annual Grounds Maintenance Services in Parks FY ‘17 Budget STAFF CONTACT: Chuck Myers, Superintendent of Parks & Forestry, 810-3565 PURPOSE AND ACTION REQUESTED: The Parks and Recreation Board and Staff are seeking approval to enter into a one year contract with Landscape Concepts Management, Inc. to provide mowing and ground maintenance services to multiple City-owned properties for FY ‘17. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Parks and Recreation Board 03/15/16 Recommend Approval BACKGROUND/DISCUSSION: In FY ’15, staff conducted an expansive bid process that included the mowing and additional grounds maintenance of the 14 City property areas and 127 cul-de-sacs, along with the mowing only of 18 City right-of-ways. Additional grounds maintenance includes lawn care, weed control and bed maintenance. The bid was expanded to include a 3-year option and was awarded to Landscape Concepts. Staff has been very pleased with the performance of Landscape Concepts and would like to continue to a third year contract with this company. BUDGET/FISCAL IMPACT: Funding for the annual grounds maintenance contract is budgeted in the Parks Fund 220 operating budget. The results of the bid process confirm that outsourcing mowing and ground maintenance of these areas is fiscally beneficial. Vendor City Properties City Cul-de- Sacs City Right-of- Ways TOTAL Landscape Concepts – FY ‘17 $ 22,082 $ 19,323 $ 16,109 $ 57,514 Landscape Concepts was the low bidder for all three of the contract years and has considerable experience working in Lake Forest and has had excellent references for similar work with surrounding communities. 18 Monday, April 4, 2016 City Council Agenda Below is an estimated summary of Project budget: FY ’17 Funding Source Amount Budgeted Amount Requested Budgeted? Y/N Parks Operating Fund 220 $ 60,000 $ 57,514 Y COUNCIL ACTION: Approval to award a one year contract to Landscape Concepts in the total amount of $57,514 for FY’17 for the grounds maintenance of City properties, cul- de-sacs, and right-of-ways. 17. Approval of West Park Playground Project STAFF CONTACT: Chuck Myers, Superintendent of Parks & Forestry (810-3565) PURPOSE AND ACTION REQUESTED: The Parks and Recreation Board and Staff are seeking City Council approval to award a contract to NuToys Leisure Products to purchase replacement playground equipment and installation materials for the West Park Playground Capital Project. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments City Park & Recreation Staff Oct. 2015-Feb. 2016 Staff worked with NuToys Leisure in design development Sheridan School Students/Staff Oct. 2015-Feb. 2016 Review of design & recommendations Public Meeting Feb. 18, 2016 Received feedback on design & Recommendations Park & Recreation Board March 15, 2016 Recommend Approval BACKGROUND/DISCUSSION: Historic West Park, located northwest of downtown Lake Forest, has long served as a place for residents to connect, relax and play. The park has a playground designed for children 2-12 years of age which is heavily used on a daily basis. The current playground was built in 1990 and has reached the end of its useful life. Replacement is needed to provide a safe and modern play structure for children. In order to provide a consistent appearance of playgrounds in our parks, and because residents have communicated strong support for our recent playground designs and surfacing material at Waveland, Townline and Everett parks, City staff again worked with our preferred sole vendor NuToys Leisure Products to design a playground that would be well suited in scale for the West Park property. Staff also paid particular attention to the details of the playground as they relate to the aesthetics of the park and the adjacent historic pavilion/warming structure. The proposed playground (see attached) is designed with play elements that appropriately stimulate and encourage motor and cognitive play for young children, is in full compliance with current ADA standards, and has poured-in-place surfacing which reduces the weekly and annual maintenance needs. 19 Monday, April 4, 2016 City Council Agenda City staff also worked with a Sheridan Elementary School 4th Grade class to design the new playground. The teacher incorporated this playground project into their math unit with a focus on simple machines, data collection & visualization and building scaled models of playgrounds. They also combined this class learning activity with the City’s plan for the new playground in West Park by assessing safety and ADA requirements, researching equipment and surfacing options, and presenting their proposal for new equipment to the City. They were a great help in the design process and offered very well thought-out and helpful feedback. City staff also worked to keep the cost of the project down, while at the same time ensuring that the highest quality standards were achieved. NuToys is an approved vendor through HGACBuy, a national procurement service, which competitively bids playground equipment to offer time and cost savings (8% discount on equipment) for governmental entities and is compliant with the City of Lake Forest purchasing policies and State of Illinois procurement statutes. In addition, costs for construction will be greatly reduced by having the playground installed by trained City staff. Upon approval by the Parks and Recreation Board and City Council, the tentative schedule for this project will be the purchase of all equipment in May 2016, with pre- construction beginning in June, and installation starting later that month. The tentative completion date for this project will be late July before Lake Forest Day. BUDGET/FISCAL IMPACT: The total cost for this project; including equipment, site work and Poured-in-Place rubber surfacing is $210,000. Funding for the West Park Playground Project is budgeted in the FY’17 CIP (Parks & Public Land Fund and the Special Recreation Fund). The estimated break down of costs is as follows: FY ’17 Funding Source Amount Budgeted Amount Requested Budgeted? Y/N Parks & Public Land Fund $175,000 $175,000 Y Special Recreation Fund $35,000 $35,000 Y Expense Amount Playground Equipment $82,930 Poured-in-Place Rubber Surfacing $89,889 Stone Installation (6172 Square Feet) $21,058 Woodchip Removal, Drainage and Miscellaneous Site Work $10,000 Contingency (3%) $6,123 Total Expense: $210,000 20 Monday, April 4, 2016 City Council Agenda COUNCIL ACTION: The Parks and Recreation Board and Staff recommend that City Council award a contract to NuToys Leisure Products, in an amount not to exceed $210,000 for the purchase of playground equipment, surfacing and installation materials for the West Park Playground Project. 18. Approval to Execute Cemetery Ravine Restoration Grant STAFF CONTACT: Chuck Myers, Superintendent of Parks & Forestry, 810-3565 PURPOSE AND ACTION REQUESTED: Staff is seeking approval to execute a grant agreement by and between the Illinois Department of Natural Resources and the City of Lake Forest, through the Illinois Coastal Management Program, to complete a ravine restoration project at the Lake Forest Cemetery. BACKGROUND/DISCUSSION: In 2012, Conservation Design Forum (CDF) was hired by the City of Lake Forest and, specifically, the Lake Forest Cemetery to prepare a Restoration Management Plan for the ravine system across the north end of the Lake Forest Cemetery. In 2014, CDF was hired to complete the phase II engineering documents needed to implement the ravine restoration management plan. This project is intended to improve water quality for Lake Michigan’s beach and near shore areas as well as restore one of its ravines to improve the unique aquatic resource that the Lake Michigan ravines represent. The City of Lake Forest and Lake Forest Cemetery propose to restore 550 linear feet of ravine covering an area of approximately 0.5 acres. The work includes restoration and stabilization of the ravine bottom, restoration of the native flora of the ravine side slopes to address significant sheet, rill, and gully erosion, establishment of a native buffer filter strip to address runoff adjacent upland areas, and installation of a water quality sediment basin at the head end of the ravine to capture sediment and reduce runoff rates from a storm sewer discharging to the ravine. The project includes one year of stewardship maintenance and management of the established vegetation. There is a strong recognition of the importance of the ravines in protecting Lake Michigan as well as important aquatic and upland resources in their own right. In 2015, staff submitted a proposal to assist with funding the project through the Illinois Coastal Management Program. Late in 2015, staff was informed that the City of Lake Forest has been awarded a grant for the project. BUDGET/FISCAL IMPACT: Funding for the Cemetery Ravine Restoration Project is budgeted in the FY ’17 CIP Cemetery Fund. The total cost for the project is estimated to be $165,124.00. At this time, staff is seeking approval to enter into an agreement with the Illinois Department of Natural Resources that will require matching funds from the City. Staff will be seeking bid proposals later this year and will seek City Council approval to award a contract when the bid process is complete. 21 Monday, April 4, 2016 City Council Agenda Below is summary of Project budget: FY ’17 Funding Source Amount Budgeted? Y/N Cemetery Fund $85,124.00 Y ICMP Grant $80,000.00 COUNCIL ACTION: Approval to execute a grant agreement by and between the Illinois Department of Natural Resources and the City of Lake Forest, through the Illinois Coastal Management Program, to complete a ravine restoration project at the Lake Forest Cemetery. 19. Approval of FY ‘17 Contract for Emerald Ash Borer Tree and Stump Removals STAFF CONTACT: Chuck Myers, Superintendent of Parks & Forestry, 810-3565 PURPOSE AND ACTION REQUESTED: The Parks and Recreation Board and Staff are seeking approval to enter into a one year renewal contract with Kinnucan Tree Experts to provide tree and stump removal for ash trees on City streets, City-owned properties, and unimproved easements. Staff is recommending the approval of a one year renewal clause outlined in our FY ’16 contract. Kinnucan Tree Experts have proven over the past two years that they are dedicated to servicing the City in an economically efficient manner. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Parks and Recreation Board 03/15/16 Recommend Approval BACKGROUND/DISCUSSION: Discovered in Lake Forest in 2009 Emerald Ash Borer (EAB) has put every ash tree within the community at risk of infestation. When ash trees become infested they become unhealthy and/or pose a threat to the public health or safety or public properties. The City has removed over 6000 ash trees along City streets, within City facilities, parks and unimproved easements. Recent surveys have suggested that approximately 1200 additional infested ash trees will need to be removed this year. BUDGET/FISCAL IMPACT: Funding for the annual tree and stump removal contract is budgeted in the Capital Fund 311, Capital Projects. Vendor Trees 6”-15.9” Approx. 3,100 in. Trees 16”-29.9” Approx. 1,600 in. Trees over 30” Approx. 400 in. Kinnucan Tree Experts $20.50 $23.00 $27.50 *Prices are based on per inch of tree diameter to include stump removal and restoration 22 Monday, April 4, 2016 City Council Agenda Kinnucan Tree Experts was the low bidder in the FY’16 bid process and they have agreed to the renewal of the FY’16 contract for another year. Kinnucan has experience working in Lake Forest and has satisfactorily performed other projects for the City. Below is an estimated summary of Project budget: FY2017 Funding Source Amount Budgeted Amount Requested Budgeted? Y/N Capital Fund 311 $ 50,000 $ 50,000 Y COUNCIL ACTION: Approval of a one year contract with Kinnucan Tree Experts in the total amount of $50,000, for FY’17 tree and stump removal of ash trees on City streets, City-owned properties and unimproved easements. 20. Approval of Annual Tree Planting and Tree Purchasing for FY ‘17 STAFF CONTACT: Chuck Myers, Superintendent of Parks & Forestry, 810-3565 PURPOSE AND ACTION REQUESTED: The Parks & Recreation Board and Staff are seeking approval to exercise the renewal clause in our FY’16 Tree Planting/Purchasing contract and enter into a one year renewal contract with Guy Scopelliti Landscape. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Parks and Recreation Board 03/15/16 Recommend Approval BACKGROUND/DISCUSSION: The City’s Forestry section conducted a joint bid with the City of Highland Park and the Highland Park-Park District to leverage volume discounts for the planting and purchasing of trees on city streets, parks and other City owned properties. The forestry section anticipates planting over 500 trees this year. BUDGET/FISCAL IMPACT: Funding for the annual tree planting and purchasing contract is budgeted in the Fund 311, Capital Projects. Due to the anticipated number of new trees being planted and diminishing tree availability in the nurseries, we do expect to exceed $20,000 with a sole vendor. Below is an estimated summary of Project budget: FY ’17 Funding Source Amount Budgeted Amount Requested (Not to Exceed) Budgeted? Y/N Capital Fund 311 $ 100,000 $ 100,000 Y Tree Planting: The results of the bid process confirmed that outsourcing of tree planting will be cost efficient and allow for the Forestry Section to focus on other forestry operations. 23 Monday, April 4, 2016 City Council Agenda Staff anticipates Guy Scopelliti planting up to 300 new trees for FY ’17 at $68 per tree, totaling $20,400. Guy Scopelliti Landscape was the low bidder and has experience working in Lake Forest and has satisfactorily performed other projects within the City in recent years. Note: The City of Highland Park has also renewed its contract with Guy Scopelliti for FY ’17. Tree Purchasing: In a joint effort with Highland Park, staff received twelve (12) bids for the purchase of over 59 varieties of balled and burlaped trees, with an average price of $195 for a 3”caliper tree. Multiple vendors will be used to secure the requested number of trees, sizes and varieties requested while adhering to our stringent quality controls. COUNCIL ACTION: Approval of a one year contract with Guy Scopelliti Landscape for tree planting and approval for the purchase of trees from multiple vendors through the joint bid, not to exceed $100,000. COUNCIL ACTION: Approve the twenty (20) Omnibus items. 6. ORDINANCES 7. ORDINANCES AFFECTING CODE AMENDMENTS 8. NEW BUSINESS Consideration of Various Actions Relating to the Sale and Redevelopment of the Former Municipal Services Site, a 10-Acre Parcel Owned by the City of Lake Forest Located on the Northwest Corner of Laurel and Western Avenues. A. An Amendment to the Purchase/Sale Agreement (Motion) B. A Resolution Approving the Redevelopment Agreement (Motion) C. The Final Plat of Subdivision and the Final Development Planned Development Ordinance (Waive First Reading and if Desired, Grant Final Approval) Introduced by Mayor Schoenheider Presented by: Catherine Czerniak, Director of Community Development (810-3504) Elizabeth Holleb, Finance Director (810-3612) PURPOSE AND ACTION REQUESTED: The Council is asked to consider final approval of the sale and redevelopment plans for the City owned property on Laurel and Western Avenues as the culmination of the public review process that has occurred over the past year and a half. 24 Monday, April 4, 2016 City Council Agenda BACKGROUND/DISCUSSION Timeline In 2007 and 2008, in anticipation of the relocation of the City’s Municipal Services Facility, a community discussion occurred about the future of the Laurel and Western Avenue property. The outcome of the community discussion was a set of Development Parameters which established a framework for redevelopment of the approximately 10- acre site. In August, 2009, the City vacated the site. Environmental investigation, soil remediation, disconnection of utilities and demolition of the buildings got underway and is now nearly complete. The necessary reports have been filed in anticipation of receiving a Letter of No Further Remediation during the second quarter of 2016. In 2012, the City Council initiated the process to solicit developer interest in the property. Based on a recommendation from the Plan Commission, in November, 2013, the City Council approved revised Development Parameters. The modifications made to the Parameters recognized changes in the market and a desire to allow some flexibility to assure that talented development teams would be attracted to the site. Under the direction of the Property and Public Lands Committee (PPL), a Request for Qualifications was issued and eleven development teams responded. Five of the development teams were invited to submit proposals. The Development Parameters were provided to the developers as a guide to the community’s vision for the site. After an extensive interview process, internal discussions and reference checks, the PPL recommended to the City Council that Focus Development, Inc. be selected as the developer for the site. In January, 2015, the City Council established a Tax Increment Financing District (TIF) on the 10.7 acre parcel and including the adjacent public rights-of-way. The Council determined that the TIF was essential to support the $3,000,000 cost of the environmental clean-up of the site and site assembly costs. The TIF will also support infrastructure improvements in the adjacent public rights-of-way which will benefit the larger community and support a high quality development on the site. Public Review Process In December, 2014, the Plan Commission heard an introductory presentation from Focus. The Plan Commission opened the public hearing on this petition in March, 2015 and considered the hearing over the course of four meetings before forwarding a recommendation to the City Council in July, 2015. Based on the work of the Plan Commission, the Council accepted the tentative plat of subdivision and preliminary site plan and directed that the final review processes be undertaken by the Plan Commission and Building Review Board. The final Plan Commission and Building Review Board reviews and the public hearings are complete. Both bodies, after extended public hearings which occurred over the course of many meetings, and after revision and refinement of the plans, forwarded recommendations in support of the plans to the City Council. The work of the Commission and the Board centered on the site plan, grading, preservation of open space, parking, building massing and architectural detailing, exterior materials, landscaping and protection of the large oak tree. 25 Monday, April 4, 2016 City Council Agenda Overview of Development – As Refined Through the Review Process  The final plat of subdivision reflects 16 building lots and 5 outlots.  The plan includes 165 total units. A reduction of 7 units from the original plan: 12 single family homes, 42 condominium units and 111 apartments.  All apartment buildings are 3 - stories, the 4 – story building was eliminated.  Three apartment buildings, rather than two, are proposed. The largest apartment building, with a length of over 300 feet was eliminated and reconfigured into two smaller buildings.  On site management for the apartments is planned.  The pool, bocce court and the separate amenity/club house building for the apartments were eliminated.  Public access easements are proposed on the pedestrian walkways, the private lane and on portions of the open space.  Over 50% of the site is open space.  An east/west street was incorporated into the plan and a street connection through to Franklin Place was eliminated.  The north/south street is configured as a boulevard with a landscaped center median.  A portion of Franklin Park is preserved. Negotiated Terms – Sale and Redevelopment In 2014, the City Council entered into a Purchase/Sale Agreement with Focus Development. The full City Council, the City Attorney and City staff, with the guidance and advice of an independent financial consultant, diligently reviewed and negotiated the Agreement. Throughout the process, the City Council remained committed to two priorities; to achieve a high quality project that will benefit the community long into the future and to assure the success of the TIF District. In summary, the terms provide for:  Land sale proceeds of $12,000,000.  Fees paid to the City in the amount of $2,368,712  Developer cost offset of $1,700,000  Off-site improvements (in public right-of-way) valued at $1,150,000  12 affordable/moderately priced rental units on the site.  Payment in lieu of affordable units of $650,000. Through the public hearing process, in response to public comment and direction from the Board and Commission, the plans were refined and as a result, some amendments to the original Purchase/Sale Agreement are necessary and require Council approval. Additionally, to manage the overall development of the site in the context of the TIF District, a Redevelopment Agreement has been negotiated and is presented for Council consideration. Background information including the Redevelopment Agreement, the final subdivision plat and the Final Planned Development Ordinance can be found on page 48. 26 Monday, April 4, 2016 City Council Agenda COUNCIL ACTION: If determined to be appropriate by the City Council, By motion: 1. Approve a First Amendment to the Purchase/Sale Agreement. 2. Approve a Resolution approving the Redevelopment Agreement and authorizing the City Manager to sign a License Agreement providing for a temporary marketing and sales center on the property. 3. Approve the Final Plat of Subdivision and the Final Development Planned Development Ordinance (Waive First Reading and if Desired, Grant Final Approval) CIVIC BEAUTIFICATION A. Approval of Contract to Perform Engineering Services for the Western Avenue Streetscape Improvement Project STAFF CONTACT: Chuck Myers, Superintendent of Parks & Forestry (810-3565) PRESENTED BY: Alderman Prue Beidler PURPOSE AND ACTION REQUESTED: Award of a contract to Gewalt Hamilton Associates (GHA) to perform Professional Engineering Services for the Western Avenue Streetscape Improvement Project. PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Public Visioning Session 10/08/15 Provided Insight/Input for Improvements Civic Beautification Committee On-Going Recommend Design Plan Public Follow-up Session 03/01/16 Design Plan Well Received City Finance Committee 03/14/16 Informational Only BACKGROUND/DISCUSSION: Lake Forest has long recognized the relationship between an attractive, well maintained streetscape and a competitive business environment. An aesthetically appealing Central Business District (CBD) provides an inviting place that can attract new businesses and residents as it enhances the quality of the environment for people to live, work, and play. With this in mind, and in an effort to enhance the appearance of Western Avenue’s pedestrian environment in the northern corridor, the Civic Beautification Committee is working with the City to develop a new streetscape plan. 27 Monday, April 4, 2016 City Council Agenda The City is undertaking a community-based planning process to identify desired improvements to streets, sidewalks and public spaces in the northern section of the City’s CBD. The scope of the plan is Western Avenue between Laurel Avenue and Alden Lane. The goal is to create a high quality and attractive environment throughout the Central Business District that evokes a sense of pride, care and safety for people who live, work and visit in Lake Forest. To ensure that design directions and guidelines align with the project goals, a series of over aching principles were developed to create a comfortable, attractive and maintainable pedestrian environment. The following design guidelines have been identified: • Aesthetically Pleasing • Functionality • Walkability • Unified Design/High Quality • Responsible Plant Selection • Sustainable/ Low Maintenance On October 8, 2015 the City held a Public Visioning Session to engage local residents and businesses in the planning process. Representatives from the Civic Beautification Committee were also in attendance and listened to concerns expressed by attendees. City staff compiled the feedback and worked with the Civic Beautification Committee to begin planning for improvements. In January 2016, the City entered into a contractual agreement with Craig Bergmann Landscape Design to perform a design analysis of the project area and develop a conceptual streetscape plan. Bergmann worked with the City to develop the plan, based in part on the feedback received from the Public Visioning Session. After a period of review and revisions, the plan was accepted by City staff and the Civic Beautification Committee. The City held a follow-up Public Meeting on March 1, 2016 to present the design plan and receive feedback from residents and businesses. The plan was generally well received. The next phase of planning for the Western Avenue Streetscape Improvement Project involves the development of engineering plans and construction documents. The City has received a proposal from Gewalt Hamilton Associates (GHA), the City’s Engineering Consultant, to perform Professional Engineering Services for this project. Based upon the exception noted in Section 8.5 D1 of the City’s Purchasing Directive, the City has the ability to enter into an agreement with GHA for the engineering services without conducting a bid process. The scope of services provided by GHA will include: 1. Project Initiation and Coordination 2. Topographic Survey, ROW Survey, & Base Plan Preparation 3. Preliminary Engineering (includes probable costs) 4. Final Engineering Assuming authorization to proceed is approved, below is a conceptual schedule for completing the improvements: 28 Monday, April 4, 2016 City Council Agenda 1. Survey Work April 15, 2016 2. Preliminary Engineering May 6, 2015 3. Final Engineering & Permitting Submittals June 10, 2016 4. Bid Opening June 29, 2016 5. City Council Contract Approval July 5, 2016 6. Construction Start Date August 1, 2016 BUDGET/FISCAL IMPACT: The total cost for this project, as outlined above in the scope of services, is $55,700.00. Below is an estimated summary of Project budget: FY ’16 Funding Source Account Number Amount Budgeted Amount Requested Budgeted? Y/N Public Works/ Engineering Contract Services 101-3747-417-3510 $ 0 $55,700.00 N As a non-budgeted expense, this amount will be funded from General Fund reserves. COUNCIL ACTION: Acknowledge the exception noted in Section 8.5 D1 of the City’s Purchasing Directive and award of a contract to Gewalt Hamilton Associates (GHA) to perform Professional Engineering Services for the Western Avenue Streetscape Improvement Project in an amount not to exceed $ 55,700.00. PARKS & RECREATION BOARD A. Approval of an amendment to the Athletic Field Usage Policy as approved by the Parks & Recreation Board (first Reading) PRESENTED BY: Joe Mobile, Superintendent of Recreation (847-810-3941) PURPOSE AND ACTION REQUESTED: The Parks & Recreation Board has approved and is recommending approval of the amended Athletic Field Usage Policy. (First reading) PROJECT REVIEW/RECOMMENDATIONS: Reviewed Date Comments Parks & Recreation Board 3/15/16 Approved amended policy BACKGROUND/DISCUSSION: The current policy was established in the fall of 2003 with the intent of recovering the variable costs associated with non-recreation department programming offered by Lake Forest sports organizations. Organizations that met the criteria set forth in the policy were granted use of the athletic fields for their programs and paid the costs associated with their use. The criteria required the organization to consist of 67% Lake Forest Resident, consist of a minimum of four teams, provide their filing status with the State of Illinois and have an active board structure. The current policy does not provide any additional rental opportunities. 29 Monday, April 4, 2016 City Council Agenda As Staff continues to evaluate opportunities for additional revenue, the policy was reviewed and the proposed amendments have the potential to generate revenue when the fields would otherwise be idle. The amendments to the current policy categorize the current users into classification 1 or classification 2 dependent upon their program offerings. Recreation Department programs as well as any organization that offer programs that the Recreation Department doesn’t currently offer will be placed in classification 1, while organizations that offer programs that are currently offered by the Recreation Department will be placed in Classification 2. An additional classification 3 will provide opportunities for a new group of users to possibly rent our fields for their use as well. Any group that doesn’t fit into classification 1 or 2 and have Lake Forest residents on their rosters will fall into classification 3. The new classification system allows the opportunity for additional residents to have access to our fields for their athletic needs. The priority for field usage will also follow this structure with classification 1 being assigned fields first, followed by classification 2 and then if there are remaining opportunities staff will consider the use by classification 3 users. Rentals will be subject to availability and staff approvals based on the criteria found in the current policy. Staff will continue to work with our local athletic associations prior to opening up our fields to any other groups that would be categorized in classification 3. The overall impact to our fields will be minor as classification 1 and 2 organizations already use our fields under the current policy therefore we are anticipating only minimal increases from classification 3 use above our current usage under the amended policy. BUDGET/FISCAL IMPACT: The amended fee classification structure provides for possible revenue generation that currently isn’t possible within the current policy. The current policy was approved to cover the variable costs of the additional use by other Lake Forest organizations. The amended policy allows staff to recover the variable costs from all users but then assessed a rental fee to classification 2 and 3 users to allow for potential new revenue. The chart below shows the accessed fees by each classification in addition to the variable costs for FY17. Staff is estimating additional revenue for FY17 based on anticipated use. The estimated revenue represents the rental fees that are in addition to the labor and maintenance fees that each user will pay. The total revenue will fluctuate each year based on the number of teams and games/practices requested each season. FY17 General Parks Class I Class II Class III Labor & Materials Fees FY17 Rental Fees FY17 Rental Fees FY17 Rental Fees Units Diamond Prep 1 98$ -$ 25$ 200$ Game Diamond Prep 2 105$ -$ 30$ 240$ Game Diamond Practice 42$ -$ 15$ 120$ Practice Grid Field Practice 2,178$ -$ 25$ 200$ Practice Grid Field Game 2,299$ -$ 30$ 240$ Game *Grid Fields - Fees above, ONLY apply to new, unnasigned fields. Existing fields will not able to be rented. 30 Monday, April 4, 2016 City Council Agenda Category Type Sport Uses Revenue Classification 2 Baseball 48 games $1,200 Classification 2 Lacrosse 52 games $1,560 Classification 3 Baseball 10 games $2,000 Total additional revenue $4,760 The additional revenue will be utilized by the Recreation Department Staff in our program areas where necessary to improve the quality of the experience for our residents. A blacklined version of the amended policy can be found beginning on page 43. COUNCIL ACTION: Approval of an amendment to the Athletic Field Usage Policy as recommended by the Parks & Recreation Board (first reading). 9. ADDITIONAL ITEMS FOR COUNCIL DISCUSSION 10. ADJOURNMENT Office of the City Manager March 30, 2016 The City of Lake Forest is subject to the requirements of the Americans with Disabilities Act of 1990. Individuals with disabilities who plan to attend this meeting and who require certain accommodations in order to allow them to observe and/or participate in this meeting, or who have questions regarding the accessibility of the meeting or the facilities, are required to contact City Manager Robert R. Kiely, Jr., at (847) 234-2600 promptly to allow the City to make reasonable accommodations for those persons. 31 32 The City of Lake Forest CITY COUNCIL Proceedings of the Monday, March 7, 2016 City Council Meeting - City Council Chambers CALL TO ORDER AND ROLL CALL: Honorable Mayor Schoenheider called the meeting to order at 6:30pm, and Deputy City Clerk Margaret Boyer called the roll of Council members. Present: Honorable Mayor Schoenheider, Alderman Waldeck, Alderman Pandaleon, Alderman Tack, Alderman Reisenberg, Alderman Adelman and Alderman Moreno. Absent: Alderman Beidler, Alderman Newman. Also present were: Robert Kiely, City Manager; Susan Banks, Communications Manager; Elizabeth Holleb, Finance Director; Victor Filippini, City Attorney; Catherine Czerniak, Director of Community Development; Michael Thomas, Director of Public Works; Karl Walldorf, Deputy Chief of Police; Craig Lepkowski, Police Commander; Jeff Howell, Fire Chief; Mike Strong, Assistant to the City Manager and Anne Whipple . There were approximately 40 present in the audience. PLEDGE OF ALLEGIANCE: The Pledge of Allegiance was recited by all in attendance. REPORTS OF CITY OFFICERS COMMENTS BY MAYOR Mayor Schoenheider reminded residents that early voting is available at City Hall. A. Resolution of Sympathy for former Alderman Henry Tuttle Chandler Mayor Schoenheider read the Resolution of sympathy and presented it to the Family. Council Action: Approval of the Resolution Alderman Beidler made a motion to approve the resolution, seconded by Alderman Adelman. Motion carried unanimously by voice vote. COMMENTS BY CITY MANAGER Community Spotlight -High School Hired Joe Pulio, Lake Forest High School Business Education Teacher City Manager Robert Kiely Jr. introduced Business Education Teacher, Joe Pulio, who gave a brief overview of how his class is related to the City via the City Business Incubator and Business 33 Proceedings of the Monday, March 7, 2016 Regular City Council Meeting Accelerator. Mr. Pulio introduced the student team; Luke Bauder, William Curtiss and Maikal Yamauchi who stated that their business connects high school students with local businesses. COMMENTS BY COUNCIL MEMBERS PUBLIC WORKS COMMITTEE A. Approval of Stormwater Management Policy Public Works Chairman, Catherine Waldeck reported that the Public Works Committee has reviewed and is recommending City Council approve the proposed Stormwater Management Policy. Ms. Waldeck stated the proposed policy provides the basis for managing stormwater issues and must follow the rules and regulations outlined in County’s Watershed Development Ordinance. From there, the policy defines both the City’s and private property owner’s responsibility in managing stormwater throughout the City. The policy provides a procedure for property owners to request a review of a stormwater concern on their property as well as presenting the process for reviewing and placing a proposed storm sewer project on the City’s five-year Capital Improvement Program. The City Council had discussion on how the policy can be helpful to homeowners, provide guidelines and provide a source that is available on the City’s website. Mayor Schoenheider asked if there was anyone from the public who wanted to comment. Seeing none, he asked for a motion. COUNCIL ACTION: Based upon the recommendation of the Public Works Committee, staff is requesting City Council approval of the proposed stormwater management policy. Alderman Beidler made a motion to approve the proposed Stormwater Management Policy, seconded by Alderman Newman. Motion carried unanimously by voice vote. B. Request Approval to Both Participate in Lake County’s Rock Salt Bid and Waive the Formal Bidding Process to Purchase Salt for Winter 2016/2017 Public Works Chairman Catherine Waldeck gave an overview of the amount of salt used over the winter using the metered salt program. Ms. Waldeck stated that by approving salt purchase now, the city will be able to take advantage of competitive pricing. Mayor Schoenheider asked if there was anyone from the public who wanted to comment. Seeing none, he asked for a motion. COUNCIL ACTIONS: 1. Staff requests City Council approval to participate in Lake County’s rock salt bid and purchase 1000 tons from the vendor and at the price determined by the bid. 34 Proceedings of the Monday, March 7, 2016 Regular City Council Meeting 2. Staff requests City Council approval for staff to negotiate salt pricing for up to another 1,000 tons to be delivered before winter 2016/2017. Additionally, staff requests that both the Public Works Committee Chairman and the Mayor approve such purchase before an order is placed by staff. Alderman Reisenberg made a motion to approving participation in Lake County’s rock salt bid and purchase 1000 tons from the vendor and at the price determined by the bid and approval for staff to negotiate salt pricing for up to another 1,000 tons to be delivered before winter 2016/2017. Additionally, staff requests that both the Public Works Committee Chairman and the Mayor approve such purchase before an order is placed by staff, seconded by Alderman Moreno. The following voted “Yea”: Aldermen Waldeck, Beidler, Newman, Tack, Reisenberg, Adelman and Moreno. The following voted “Nay”: None. 7 Yeas, 0 Nays, motion carried. C. Approval of IMS Pavement Management Study for FY 2017 Public Works Chairman, Catherine Waldeck reported that the City performs this study every three years to assist public works in evaluating the pavement condition and assigning a rating to various City-owned parking lots. Ms. Waldeck stated that if awarded, the project would commence in May 2016 and be completed by October 1, 2016, allowing staff to incorporate the updated pavement analysis ratings into our FY 2018 Capital improvement Program. Mayor Schoenheider asked if there was anyone from the public who wanted to comment. Seeing none, he asked for a motion. COUNCIL ACTION Acknowledge the exception noted in Section 8.5 D1 of the City’s Purchasing Directive and award of a contract to IMS to perform a structural analysis on the City’s entire network of streets and selected Parking lots for a not-to-exceed amount of $72,000.00. Alderman Reisenberg made a motion to acknowledge the exception noted in Section 8.5 D1 of the City’s Purchasing Directive and award of a contract to IMS to perform a structural analysis on the City’s entire network of streets and selected Parking lots for a not-to-exceed amount of $72,000.00, seconded by Alderman Newman. The following voted “Yea”: Aldermen Waldeck, Beidler, Newman, Tack, Reisenberg, Adelman and Moreno. The following voted “Nay”: None. 7 Yeas, 0 Nays, motion carried. OPPORTUNITY FOR CITIZENS TO ADDRESS THE CITY COUNCIL ON NON-AGENDA ITEMS ITEMS FOR OMNIBUS VOTE CONSIDERATION 1. Approval of the February 16, 2016 City Council Meeting Minutes 1. Approval of Check Register for Period January 23-February 26, 2016 35 Proceedings of the Monday, March 7, 2016 Regular City Council Meeting 2. Approval of Resolution opposing any attempt by the State of Illinois to Reduce, Withhold, or Redirect Municipal Revenues 3. Approval of Tentative Agreement on Wages with the Local Chapter of the Metropolitan of Police (MAP) 4. Approval of Corporate Resolution for Credit Card Services 5. Award of Contract with InterDev to Purchase Hardware and Services for Replacement Firewalls as Budgeted in FY16 Capital Plan 6. Consideration of Ordinances Approving Recommendations from the Building Review Board. (First Reading and if Desired by the City Council, Final Approval) 7. Consideration of Ratification of Expenses Related to the Installation and Maintenance of Security Fencing at the Former Municipal Services Site. (Approval of a Motion) 8. Award of Bid for The City of Lake Forest’s Portion of the 2016 Concrete Pavement Patching Contract. 9. Award of Bid for The City of Lake Forest’s Portion of the Joint 2016 Asphalt Patching Program 10. Award of Bid for The City of Lake Forest’s Portion of the Joint 2016 Resurfacing Program COUNCIL ACTION: Approve the eleven (11) Omnibus items. Mayor Schoenheider asked members of the Council if they would like to remove any item or take it separately. The City Council had brief discussion on item #3, #7 and #11. The Mayor asked for a motion to approve the Eleven Omnibus items as presented. Alderman Reisenberg made a motion to approve the Ten Omnibus items as presented, seconded by Alderman Moreno. The following voted “Yea”: Aldermen Waldeck, Beidler, Newman, Tack, Reisenberg, Adelman and Moreno. The following voted “Nay”: None. 7 Yeas, 0 Nays, motion carried. Information such as Purpose and Action Requested, Background/Discussion, Budget/Fiscal Impact, Recommended Action and a Staff Contact as it relates to the Omnibus items can be found on the agenda. ORDINANCES 1. Consideration of an Ordinance Amending the City of Lake Forest Liquor Code, Creation of a New Class, and Number of Licenses, Section 111.037. (First reading) 36 Proceedings of the Monday, March 7, 2016 Regular City Council Meeting City Attorney Victor Filippini gave an overview of the liquor code, Since there is not a classification that allows for beer and wine only, the City Attorney was directed to draft an Ordinance that would create a new class C-4 license limiting the retail sale of alcoholic liquor to beer and wine only, for consumption on the premises of a restaurant only and served indoors, with or without a meal and minor clarification of the Class C-3 to include licensees who have a “C” Class license. The City Council had a lengthy discussion on hours of serving alcohol, other entities that may apply for a license and the impacts to the community. Mr. Filippini was directed to include in the second reading of the ordinance to allow the Liquor Commissioner to authorize hours of service. Mayor Schoenheider reported that a license was never issued to Starbucks, and that there are no licenses available, the number of licenses are reduced when they are not renewed. Mayor Schoenheider asked if there was anyone from the public who wanted to comment. The following members of the community offered their opinions on the matter: Khris Condon, 721 Valley Road, Lake Forest. Andy Duran, Executive Director of LEAD in Lake Forest. Bob Pasquesi, 172 Washington Road, Lake Forest. Deb Fisher, President Board of Directors Lake Forest Lake Bluff Chamber. Mayor Schoenheider thanked all for their comments and asked if there was anyone else from the public who wanted to comment. Seeing none, he asked for a motion. COUNCIL ACTION: Consideration of an Ordinance Amending the City of Lake Forest Liquor Code, Creation of a New Class, and Number of Licenses, Section 111.037. (First reading) Alderman Reisenberg made a motion to approve first reading of an Ordinance Amending the City of Lake Forest Liquor Code, Creation of a New Class, and Number of Licenses, Section 111.037, seconded by Alderman Newman. The motion carried unanimously by voice vote. ORDINANCES AFFECTING CODE AMENDMENTS 1. Consideration of an Ordinance Amending Code Section 51.060 relating to the Customer Classes for Water and Sewer Charges (First Reading) Finance Director Elizabeth Holleb reported that section 51.060 establishes three, customer classes: small, medium and large. The classes use a fixed water rate, which is charged quarterly. Ms. Holleb stated that recently, a single family residence was required to install a 6-inch meter based on factors other than anticipated water consumption. The larger meter size in this case was determined to be necessary to provide sufficient flow for fire protection to support a private fire hydrant. The property owner was required to install a fire hydrant due to the distance from a public street and public hydrants. Ms. Holleb stated that the staff of the Public Works, Community Development and Finance departments jointly recommend that the Code be amended to cap a single family residence at the Medium customer class to address this unintended consequence. Ms. Holleb reported that it is an unusual for a single Family residence to have a 6” meter and that the residence in question will 37 Proceedings of the Monday, March 7, 2016 Regular City Council Meeting see a reduction in the quarterly fixed charge from $750 to $150, which is consistent with other single family residences in the City. The City Council had a lengthy discussion on meter sizes and requirements, and potential leaks along with what is considered fair and equitable for the resident. Mayor Schoenheider asked if there was anyone from the public who wanted to comment. Seeing none, he asked for a motion. COUNCIL ACTION: Grant first reading to the proposed Ordinance. Alderman Reisenberg made a motion to Grant first reading to the proposed Ordinance, seconded by Alderman Newman. Motion carried, with one nay voice vote. NEW BUSINESS A. Review and Update on the East Train Station Renovation Project Mike Strong, Assistant to the City Manager presented a review and update on the status of the East Train Station Renovation Project including a recap of work already completed, and an overview of each scope of work completed and an update on interior work. B. Telegraph Metra Station Pedestrian Underpass Project Superintendent of Engineering, Robert Ells presented an update on the project and request approval of 1) Supplemental design fees for the Phase II Engineering contract and 2) approval of an agreement with Hanson Engineering to complete an engineering concept study on the use of a train bridge at the Telegraph Metra Station. Mr. Ells gave a detailed overview of the project beginning with the City entering into a Phase II design contract with HDR in the fall of 2013. The design fee for Phase II was $549,673 to be paid at an 80/20 split, with the Federal grant paying the 80% and the City paying the 20%. Mr. Ells stated that once detailed design work and geotechnical studies were underway, it was determined that the anticipated structural concept of using sheeting and piles to reinforce the retaining wall systems along the track would not be adequate due to soil conditions. The basis of the structural design was changed to a drilled shaft concept which elevated the estimated cost of the project significantly. As the plans and supporting design documents were being finalized for submission to IDOT and Metra for review in November, 2014, HDR notified the City that it had incurred significant cost overruns in preparing the design. HDR submitted documentation with a request for additional design fees in the amount of $241,632.81. Much of the increase was due to the change in structural systems required for the construction of the retaining walls; the Phase II design proposal detailing deliverables called for a total of 30 structural plan sheets. 38 Proceedings of the Monday, March 7, 2016 Regular City Council Meeting Mr. Ells reported that after review of project documentation, staff estimated the total additional design effort to be valued at $195,375.75. Because HDR did not receive prior approval from the City or IDOT before exceeding the contract value, City staff sent a request for a supplement to the Engineering Services Agreement to IDOT for review. The State subsequently amended both the Local Agency Agreement and the Engineering Services Agreement in the amount of $195,375.75 and has set aside State HSR grant funds to cover 100% of the design fee increase. If approved by City Council, the City will pay the full increase amount to HDR and then receive full reimbursement from the State. With the estimated costs associated with constructing a pedestrian underpass using the traditional construction method of boring and jacking the tunnel under the tracks now verified, the City once again met with Metra officials. The discussion is now centered around changing the method of construction from installing an underground tunnel to constructing a train bridge that would require limited, scheduled track outages but greatly reduce the construction costs. Before signing a Memorandum of Understanding with the City for this change in design concept, Metra has asked for detailed information on the new concept with emphasis on the number and duration of track outages needed for construction. The City has received a proposal from Hanson Engineering to provide a concept study for the train bridge alternative and provide the data required by Metra. Additionally, Hanson will provide analysis on how much of the 95% complete underpass design effort could be reused if the City were to move forward with engineering for a train bridge at the station. The City has received a project programming document from IDOT approving the use of State HSR funds to pay for 100% of the study and if approved, the City will make the payments to HDR and Hanson and then be reimbursed for 100% of the payment from the state. Norm Carlson of Metra spoke about the safety concerns in the City of Lake Forest and how Metra is emphasizing that Metra’s method of project planning be used in moving forward with this project and the impact of taking the tracks out of service to the Union Pacific North Line and Amtrak. The City Council had discussion on ADA compliance, concept design, and timeframe for repayment from the grant. Mayor Schoenheider asked if there was anyone from the public who wanted to comment. Seeing none, he asked for a motion. COUNCIL ACTION: 1) Approve the payment of $195,375.75 to HDR, Inc. in accordance with the revised Local Agency Agreement received from IDOT. The City will be reimbursed for 100% of this payment. 2) Allow the Mayor and City Manager to enter into agreements with Hanson Engineering and IDOT for the completion of a train bridge concept study for an amount not to exceed $100,000.00. This amount will be reimbursed to the City by the State, under the existing Grant Agreement 39 Proceedings of the Monday, March 7, 2016 Regular City Council Meeting Alderman Reisenberg made a motion 1) Approve the payment of $195,375.75 to HDR, Inc. in accordance with the revised Local Agency Agreement received from IDOT. The City will be reimbursed for 100% of this payment. 2) Allow the Mayor and City Manager to enter into agreements with Hanson Engineering and IDOT for the completion of a train bridge concept study for an amount not to exceed $100,000.00. This amount will be reimbursed to the City by the State, under the existing Grant Agreement, seconded by Alderman Beidler. The following voted “Yea”: Aldermen Waldeck, Beidler, Newman, Tack, Reisenberg, Adelman and Moreno. The following voted “Nay”: None. 7 Yeas, 0 Nays, motion carried. ADDITIONAL ITEMS FOR COUNCIL DISCUSSION EXECUTIVE SESSION pursuant to 5ILCS 120/2 (c), (6), The City Council will be discussing the consideration for the sale or lease of property owned by the Public Body. Adjournment into executive session at 8:53 p.m. Mayor Schoenheider asked for a motion to adjourn into executive session. Alderman Reisenberg made a motion to adjourn into Executive Session pursuant to 5ILCS 120/2 (c), (6), The City Council will be discussing the consideration for the sale or lease of property owned by the Public Body, seconded by Alderman Waldeck. The following voted “Yea”: Aldermen Waldeck, Beidler, Newman, Tack, Reisenberg, Adelman and Moreno. The following voted “Nay”: None. 7 Yeas, 0 Nays, motion carried. RECONVENE INTO REGULAR SESSION at 10:35 pm ADJOURNMENT There being no further business. Alderman Reisenberg made a motion to adjourn, seconded by Alderman Moreno. Motion carried unanimously by voice vote at 10:36 p.m. Respectfully Submitted, Margaret Boyer Deputy City Clerk A video of the City Council meeting is available for viewing at the Lake Forest Library and on file in the Clerk’s office at City Hall. You can also view it on the website by visiting www.cityoflakeforest.com. Click on I Want To, then click on View, then choose Archived Meetings Videos. 40 41 42 Athletic Field Usage Policy – FY16 Page 1 Lake Forest Parks and Recreation Department Athletic Field Usage Policy FY16 (May 2015-April 2016) The Athletic Field Prep Policy was established in the Fall of 2003 and amended in the spring of 2016 by the The Lake Forest Parks and Recreation Department (City) and the Parks and Recreation Board to offset the increasing maintenance costs with user fees. These user fees were established to cover all direct variable costs associated with the special use of the parks by the various athletic associations. By submitting the completed permit application (attached), the athletic association (user) will assume any and all risks associated with their special use in our any City Parks. User agrees to pay fees to the City at the discretion of Staff. Request for payment may be at the time of application or at the conclusion of the requested dates, depending on what Classification the user falls into. User agrees that while they use our parks they will adhere to the requirements of the Americans with Disabilities Act (ADA). Further, User is responsible for compliance with the ADA and indemnifies the City of Lake Forest for liability arising out of the renters’ failure to comply with the ADA. Upon approval by the City, the completed permit application acts as a contract between User and City. Any failure to abide by the terms of the agreement will result in revocation of the User’s permit and the City will not be liable to issue reimbursement of fees. Any User is subject to revocation of a field use permit, may appeal the decision to the Parks and Recreation Board. 1) All Non-Lake Forest Recreation Department programs, leagues and associations must submit a seasonal field use permit at least 30 days prior to the start of their season. To be eligible to rent fields the requesting group must be comprised of at least four teams and not be in conflict with City programs. Single teams are not eligible to rent fields. The permit must be filled out by an officer of the requesting group who resides within the Lake Forest City Limits. All one time uses must fill out a park/pavilion permit form. 2) Priority for fields will be based on the following criteria: a. First priority is for all Lake Forest Parks & Recreation Department sponsored programs. b. Second priority is for School District # 67 sponsored programs. c. Third priority is for Lake Forest based Not-For-Profit athletic associations and other local school district sponsored programs. d. Fourth priority is for Lake Forest based For-Profit athletic association sponsored programs. e. Fifth priority is for non-resident groups based on the approval of the Superintendent of Recreation. 3) At the time of application, all requesting groups must submit the appropriate information and meet all of the requirements listed below. a. A completed permit form (attached). b. Appropriate fees - due prior to the first day of use. c. $150 refundable litter deposit returned after the completion of the season if litter is picked up regularly by the requesting group. d. Proof of comprehensive general liability insurance listing The City of Lake Forest, The Lake Forest Parks & Recreation Department, and their Staff as additional insured in the amount of not less than $2,000,000. e. Proof of 67% Lake Forest residency requirement for the entire Association. i. Lake Bluff residents are included into the calculation for soccer groups only. ii. Only the official state or league approved rosters will be accepted on their forms. f. A statement of purpose of that organization including: i. State filing status from the State of Illinois or School Conference. ii. Proof of an active Board of Administrators or Officers. g. Annual Park and Recreation Board approval. i. One time appeal if original request denied. h. League Schedules for each team. 4) The City of Lake Forest will not be held liable for any damage, injury or death associated with the placement and use of the athletic associations goals within the parks while in season. It is the responsibility of the renting athletic association to move their Formatted: Font: 10 pt Formatted: No bullets or numbering Formatted: Font: 10 pt 43 Athletic Field Usage Policy – FY16 Page 2 goals from the park at the conclusion of each season and store such goals off-site. Non-City owned goals will no longer be stored in our parks during the off seasons. Please refer to the Soccer Goal Safety and Education Policy for further detail. 5) The renting athletic association agrees that while they use our parks they will adhere to the requirements of the Americans with Disabilities Act (ADA). Further, the renter is responsible for compliance with the ADA and indemnifies the City of Lake Forest for liability arising out of the renters’ failure to comply with the ADA. By signing the permit application, User agrees to all provisions listed in this document and also agrees that field space is ALWAYS subject to availability and approval by City staff. Before consideration of approval is made, USER must: • Submit completed permit application at least 30 days before the start date of the program/league; o Alongside application, submit a $150 refundable (per team), litter deposit (in the form of a check) which will be returned after the completion of the season if litter is picked up regularly by the requesting group; • Submit prior to first practice/game date; o Submit proof of comprehensive general liability insurance listing The City of Lake Forest, The Lake Forest Parks & Recreation Department, and their Staff as additional insured in the amount of no less than $2,000,000; o Submit to Lake Forest Recreation Department Athletic Staff complete rosters of all teams;  Rosters MUST include player addresses o Submit to Lake Forest Recreation Department Athletic Staff league/practices schedules for all teams; o For classification I & II, the organization must submit a statement of purpose of that organization including:  State filing status from the State of Illinois or School Conference  Proof of an active Board of Administrators or Officers Fees Section I – General Parks Labor & Materials These fees were established to offset all direct variable costs associated with general parks labor and materials and will increase between 3% & 5% each May. Any additional time associated with any User league or programming will be billed at a rate of man hour and maintenance costs. 6) Fees a. Diamond Rentals i. Includes 8 game preparations per team 1. Preparation 1 ($95.48 per game) $763.85 per team a. Includes grooming, chalk foul lines equipment & materials, man hours & field set up (bases & pitching rubber) Formatted: No bullets or numbering Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: No bullets or numbering 44 Athletic Field Usage Policy – FY16 Page 3 2. Preparation 2 ($101.85 per game) $814.77 per team a. Includes grooming, chalk foul lines & batters boxes, equipment & materials, man hour & field set up (bases & pitching rubber) ii. Practices are included at no charge unless services are requested. 1. Practice preparation upon request $40.31 per field iii. Additional Fees 1. Diamond watering $36.07 per field 2. Turface (drying agent) $10.61 per bag 3. Lights (per diamond) $75.00 per hour 4. Additional Games $95.48 per game (prep 1) $101.85 per game (prep 2) 5.1. Overtime: after 3:00 p.m. & Weekends $53.05 per hour b. Grid Fields (Soccer, Field Hockey, Lacrosse, Tackle Football) i. Game Fields 1. 12 week season $2,232.13 per field a. Includes initial field layout, goal placement and 11 weekly maintenance trips including equipment and materials, man hours, full striping & bleachers. Price without goals $1,915.99 per field ii. Practice Fields 1. 12 week season $2,114.37 per field a. Includes initial field layout, goal placement and 11 weekly maintenance trips, including equipment and materials, man hours and limited striping. Price without goals $1,798.23 per field iii. Deerpath Micro Fields (12 week season) Price without goals $239.76 per field c. Additional charges i. Additional bleachers 3 tier $61.53 5 tier $66.84 ii. Lights (per diamond) $75.00 per hour iii. Goal anchoring $158.07 per goal d. Any additional time will be billed at a rate of man hour and maintenance costs. e. As part of any rental, They City assumes garbage pickup and disposal responsibilities but all Athletic Groups are expected to keep the parks they rent clean of litter at all times. 1. Diamond Rentals (Practices are included at no charge unless extra services are requested): a. Preparation 1 $ 98 / game i. Grooming, chalk foul lines, equipment & materials, man hours & field set up (bases & pitching rubber) b. Preparation 2 $ 105 / game i. Grooming, chalk foul lines & batters boxes, equipment & materials, man hours & field set up (bases & pitching rubber) 2. Special Diamond Rental Fees: a. Practice preparation (upon request & only dragging) $ 42 / field b. Diamond watering (upon request) $ 37 / field c. Turface (drying agent) $ 11 / bag d. Lights (per diamond) $ 77 / hour Formatted: Indent: Left: 1", No bullets or numbering Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt 45 Athletic Field Usage Policy – FY16 Page 4 e. Additional Games $ 98 / game (prep 1) $ 105 / game (prep 2) f. Overtime (after 3:00 p.m. & Weekends) $ 55 / hour / staff person 3. Grid Field Rentals (Soccer, Field Hockey, Lacrosse, Tackle Football): a. Game Fields i. Fee with Goals $ 2,299 / field (12 weeks) ii. Fee without goals $ 1,973 / field (12 weeks) • Initial field layout, goal placement (if applicable) and 11 weekly maintenance trips including equipment and materials, man hours, full striping & bleachers b. Practice Fields i. Fee with Goals $ 2,178 / field (12 weeks) ii. Price without goals $ 1,852 / field (12 weeks) • Initial field layout, goal placement and 11 weekly maintenance trips, including equipment and materials, man hours and limited striping c. Special Grid Field Rental Fees: i. Deerpath Micro Fields without Goals $ 247 / field (12 weeks) ii. Additional bleachers $ 63 (3 Tier) $ 69 (5 Tier) iii. Deerpath Park Lights (per diamond) $ 77 / hour iv. Goal anchoring $ 163 / goal Upon approval by the City, the completed permit application acts as a contract between the renting athletic association and The City of Lake Forest. Any failure to abide by the terms of the agreement will result in revocation of the athletic associations permit and no reimbursement of fees. Any athletic association subject to revocation of a field use permit may appeal the decision to the Parks and Recreation Board. By signing the permit form you agree to all above provisions. Fees Section II – User Classifications & Rental Fees These Classifications were established in the spring of 2016 to separate Users based on criteria in relation to their alignment with City policies & philosophies and to current City programing. These fees are rental fees to be paid to The Lake Forest Recreation Department in addition to the General Parks Labor & Materials Fees, which are paid to the Lake Forest Parks Department, listed on Page 2. User MUST meet ALL criteria in a specific classification to be considered eligible for that classification. If User does not meet all criteria in a specific Classification, they will qualify for the next lowest classification, as long as they meet all the criteria in that classification. User Class placement is always subject to availability & staff approval. For a detailed description of Lake Forest Recreation Department Athletic programming, please contact the Lake Forest Recreation Department Athletics Program Manager (847) 234- 6700. Classification I 1. Lake Forest Recreation Department Programming; Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: No bullets or numbering Formatted: Indent: Left: 0.38", No bullets or numbering Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt 46 Athletic Field Usage Policy – FY16 Page 5 2. Non-Competing Organizations/Programs to current Lake Forest Recreation Department programs and is a Lake Forest Resident Based Organizations (67% or more, residential participation). Class I Rental Fees – Class I ONLY pays General Parks Labor & Materials Fees Classification II 1. Competing Organizations/Programs to current Lake Forest Recreation Department programs and is a Lake Forest Resident Based Organizations (67% or more, residential participation). Class II Rental Fees – See fees below, which will be in ADDITION to General Parks Labor & Materials Fees & SFIF Fees • Diamond Prep 1 $ 25 / game • Diamond Prep 2 $ 30 / game • Diamond Practice $ 15 / practice (dragged field only) • Practice Grid Field $ 25 / practice • Game Grid Field $ 30 / game Classification III 1. Any non-classification 1 or classification 2 with rostered Lake Forest Residents. Class III Rental Fees – See fees below, which will be in ADDITION to General Parks Labor & Materials Fees & SFIF Fees • Diamond Prep 1 $ 200 / game • Diamond Prep 2 $ 240 / game • Diamond Practice $ 120 / practice (dragged field only) • Practice Grid Field $ 200 / practice • Game Grid Field $ 240 / game Fees Section III – Sport Field Improvement Fund (SFIF) In September 2008, City policy was passed to collect fees, on a per head basis, from any Athletic organization that utilized Lake Forest field space for their programming, which would be contributed to City of Lake Forest Sport Field Improvement Funds. These funds accrue annually and are utilized for annual field maintenance and upgrades. These fees are paid to The Lake Forest Recreation Department at the conclusion of each season. The amount in which any Athletic organization contributes to the Sport Field Improvement Funds per season can be categorized as such; 1. Lake Forest Recreation Department Programming - $10 / participant 2. Non-Lake Forest Recreation Department Programming - $20 / participant 7) Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Font: 10 pt Formatted: Numbered + Level: 1 + Numbering Style: 1, 2, 3, … + Start at: 1 + Alignment: Left + Aligned at: 0.25" + Indent at: 0.5" Formatted: Indent: Left: 0.5", No bullets or numbering 47 48 49 50 51 52 -1- THE CITY OF LAKE FOREST RESOLUTION NO. ______ A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF A REDEVELOPMENT AGREEMENT AND A LICENSE AGREEMENT BETWEEN THE CITY OF LAKE FOREST AND FOCUS ACQUISITION COMPANY, LLC (WESTERN AND LAUREL AVENUES PROJECT) WHEREAS, The City of Lake Forest (“City”) is a special charter, home rule municipality existing in accordance with the Illinois Constitution of 1970; and WHEREAS, the City is the owner of record of an approximately 10.7 acre tract of real property generally located at the northwest corner of Laurel and Western Avenues in the City (“Property”); and WHEREAS, the City had previously used portions of the Property for municipal offices and public works facilities, including storage and maintenance of vehicles and storage of materials (“Municipal Uses”); and WHEREAS, the City has determined that the Property is no longer necessary or desirable for Municipal Uses; and WHEREAS, based on community discussions and review by the Plan Commission and City Council, the City analyzed redevelopment goals for the Property and ultimately determined that redevelopment of the Property with a mix of multi- and single-family residential units is the best option for redevelopment of the Property; and WHEREAS, in light of the City’s redevelopment goals for the Property, the configuration of the Property, and the existing site conditions on the Property including blighted and functionally-obsolete conditions and environmental contamination, the City has determined that the Property is blighted under the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11- 74.4.1 et seq., as amended (the “TIF Act”); and 53 -2- WHEREAS, in accordance with the TIF Act, the City established a TIF District that includes the Property and approved a tax increment redevelopment plan and redevelopment project ("Redevelopment Plan") for such TIF District; and WHEREAS, after soliciting qualified developers to present redevelopment proposals for the Property, the City selected Focus Acquisition Company, LLC (“Developer”) as the preferred firm to redevelop the Property; and WHEREAS, the City and Developer have entered into and amended a purchase and sale agreement (“PSA”) for the sale of the Property by the City to the Developer, subject to various terms and conditions; and WHEREAS, consistent with the PSA, the Developer desires to develop the Property as a residential development consisting of 111 apartment units, 42 condominium units, and 12 detached single-family homes, plus related improvements including private roadways, utility and drainage easements, pedestrian walkways, and public open space (“Redevelopment Project”); and WHEREAS, the City and Developer have determined that the redevelopment of the Property with the Redevelopment Project and consistent with the City’s redevelopment goals would not be financially viable unless financial assistance were available from a Tax Increment Financing district (“TIF District”) in accordance with the TIF Act; and WHEREAS, to stimulate and induce the redevelopment of the Property consistent with the Redevelopment Plan, the City desires to enter into a redevelopment agreement (“Redevelopment Agreement”) with the Developer, in substantially the form attached hereto as Exhibit A to provide for the completion of the Redevelopment Project and the financing of certain eligible redevelopment project costs through TIF revenues in accordance with the terms and provisions of the TIF Act and the Redevelopment Agreement; and WHEREAS, the City has determined that the Redevelopment Agreement will further the objectives of the TIF District and the Redevelopment Plan and provide for the 54 -3- redevelopment of the Property and the elimination of blight conditions consistent with the Redevelopment Plan; and WHEREAS, to further the Redevelopment Project, the Developer desires to use certain portions of the Property prior to the closing (“Closing”) of the sale of the Property by the City to the Developer in accordance with the PSA for the construction and maintenance of a temporary marketing trailer and signage and related activities (collectively “Pre-Closing Activities”); and WHEREAS, the City desires to allow the Developer to use a portion of the Property for such Pre-Closing Activities in accordance with a license agreement (“License Agreement”) in substantially the form attached hereto as Exhibit B; and WHEREAS, the Mayor and City Council of The City of Lake Forest have determined it to be in the best interests of the City and its residents to approve: (i) the Redevelopment Agreement in substantially the form attached to this Resolution as Exhibit A, and (ii) the License Agreement in substantially the form attached to this Resolution as Exhibit B to provide for the redevelopment of the Property with the Redevelopment Project, consistent with and in furtherance of the Redevelopment Plan; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF LAKE FOREST, COUNTY OF LAKE, STATE OF ILLINOIS, as follows: SECTION 1. Recitals. The foregoing recitals are by this reference incorporated into and made a part of this Resolution as if fully set forth in this Section 1. SECTION 2. Approval of Redevelopment Agreement; Authorization. The Redevelopment Agreement shall be and is hereby approved in substantially the form attached as Exhibit A to this Resolution, subject to final review and approval by the City Manager in consultation with the City Attorney. The Mayor and City Clerk are hereby authorized and directed to execute and attest the Redevelopment Agreement (in the form finally approved by the City Manager in consultation with the City Attorney) on behalf of the City; provided, however, that such execution and attestation shall be contingent on the City's receipt of at least one 55 -4- original of the Redevelopment Agreement fully executed by the Developer. SECTION 3. Approval of License Agreement; Authorization. The License Agreement shall be and is hereby approved in substantially the form attached as Exhibit B to this Resolution, subject to final review and approval by the City Manager in consultation with the City Attorney. The City Manager and Deputy City Clerk are hereby authorized and directed to execute and attest the License Agreement (in the form finally approved by the City Manager in consultation with the City Attorney) on behalf of the City; provided, however, that such execution and attestation shall be contingent on the City's receipt of at least one original of the License Agreement fully executed by the Developer. SECTION 4. Effective Date. This Resolution shall be in full force and effect upon its passage, approval, and publication in pamphlet form in the manner provided by law. PASSED this ____ day of _________, 2016. AYES: NAYS: ABSENT: APPROVED this ____ day of _________, 2016. Mayor ATTEST: ______________________________________ City Clerk 56 -5- EXHIBIT A Redevelopment Agreement 57 -6- EXHIBIT B License Agreement 58 LF DRAFT 3-31-16 {00010693 6} 1 REDEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF LAKE FOREST AND FOCUS ACQUISITION COMPANY, LLC (WESTERN AND LAUREL AVENUES PROJECT) THIS REDEVELOPMENT AGREEMENT (“Agreement”) is dated as of the _______ day of ____________, 2016, by and between THE CITY OF LAKE FOREST, an Illinois home rule and special charter municipal corporation (“City”) and FOCUS ACQUISITION COMPANY LLC, an Illinois limited liability company (“Developer”). The City and Developer are hereinafter collectively referred to as the “Parties” and individually as a “Party” as the context may require. IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in this Agreement, the Parties agree as follows: SECTION 1. RECITALS. A. The City is the owner of certain real property consisting of approximately 10.7062 acres, located in Lake Forest, Illinois, at the northwest corner of Laurel and Western Avenues, legally described in Exhibit A to this Agreement (“Property”). B. Approximately 10.596 acres of the Property was formerly used by the City as a municipal services and public works center (the “Municipal Services Site”), but those facilities have become obsolete for such City uses. The remainder of the Property is a parcel located immediately adjacent to the Municipal Services Site (the “Adjacent Parcel”). C. The City, as owner of the Municipal Services Site, had analyzed redevelopment goals for the Municipal Services Site over a period of several years and ultimately determined that redevelopment of the Municipal Services Site in a manner consistent with the character of its environs and of the City with a mix of multi- and single-family residential units is the best option for the redevelopment of the Municipal Services Site to further the long-term land use and development goals and Comprehensive Plan of the City. D. The City engaged in a process to solicit qualifications and proposals for the redevelopment of the Municipal Services Site, and after extensive vetting determined that the Developer presented the development concept that would most fully accomplish the redevelopment of the Municipal Services Site to further the long-term land use and development goals and Comprehensive Plan of the City. E. Based upon the redevelopment goals of the City for the Municipal Services Site, the configuration of the Municipal Services Site, as well as the significant costs of developing the Municipal Services Site in the face of the blighted and functionally-obsolete nature of the Property and other site conditions thereon, including environmental contamination, the Developer has determined that the redevelopment of the Municipal Services Site would not be financially viable in accordance with the City’s redevelopment goals unless the Adjacent Parcel was acquired and sold with the Municipal Services Site and other financial assistance were available from a Tax Increment Financing district (“TIF District”) in accordance with the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11-74.4.1 et seq., as amended (the “TIF Act”). 59 LF DRAFT 3-31-16 {00010693 6} 2 F. The City has determined that the goals for redeveloping the Municipal Services Site, including without limitation acquiring the Adjacent Parcel, enhancing the City’s tax base, establishing open space and infrastructure improvements that will benefit residents and property owners in the vicinity of the Property, providing a convenient mix of housing options to residents seeking proximity to public transportation and the City’s walkable downtown, and improving land use patterns by providing a transitional zone between the City’s downtown core and single-family residential neighborhoods, warranted consideration of a TIF District or other means to reduce the financial barriers to achieving the City’s redevelopment goals for the Property. G. The City and the Developer entered into a Property Purchase Agreement (“Purchase Agreement”), dated December 8, 2014, which provides for the sale of the Property by the City to the Developer, subject to various conditions, including the establishment of a TIF District in accordance with the TIF Act. H. After considerable review and analysis and extensive public vetting, the Corporate Authorities have determined that the Property is part of an area of the City that qualifies for Tax Increment Financing under the provisions of the TIF Act, to finance redevelopment in accordance with the conditions and requirements set forth in the TIF Act. The Corporate Authorities have further determined that the public interests will be served by using TIF incentives to offset in part the development costs relating to the redevelopment of the Property. I. In accordance with the TIF Act and pursuant to the TIF Approval Ordinances, the City approved a tax increment redevelopment plan and redevelopment project ("Redevelopment Plan") for a TIF District that includes the Property. J. To stimulate and induce the development of the Property, the City is willing to finance certain eligible redevelopment project costs through TIF revenues, including, at the City’s discretion, through the issuance of TIF revenue bonds or other debt instruments supported by incremental revenue from the TIF District, all in accordance with the terms and provisions of the TIF Act, this Agreement, and the City’s home rule authority. K. The Developer desires and proposes to develop the Property with a residential development including 165 dwelling units, street and streetscape improvements, storm water management facilities, utility infrastructure, public open space, and other uses and improvements as described in this Agreement, depicted on the Final PUD Plans, and approved by the Final PUD Ordinance, as defined below (“Project”). L. In order for the Developer to proceed with development of the Project on the Property, it will be necessary to construct certain Public and Private Improvements, both as defined below, which improvements are necessary and desirable for the development of the Property and the public interest. M. Pursuant to notice duly published in the Lake Forester as provided by statute and the Zoning Code, a public hearing was conducted by the Plan Commission on March 11, April 15, May 13, and June 2, 2015, and thereafter the Plan Commission forwarded the petition to the City Council. N. On July 6, 2015, the City Council approved the Preliminary PUD Resolution, 60 LF DRAFT 3-31-16 {00010693 6} 3 Preliminary PUD Plans, and Preliminary Subdivision Plat, as defined below, for the Property. O. On March 4, July 28, September 2, and October 29, 2015, the City’s Building Review Board conducted its review of its review of the architectural design of and materials for the proposed buildings, as well as the exterior lighting, landscaping, and signs for the Project, resulting in a recommendation by the Building Review Board to approve the Project, subject to certain conditions and modifications to the Preliminary PUD Plans. P. Following the recommendation of the Building Review Board, the Plan Commission reviewed modified plans for the Project, resulting in a recommendation on January 20, 2016 to approve the Final Plans, as defined below. Q. The Parties seek to enter into this Agreement to provide for (i) the redevelopment and use of the Property in compliance with this Agreement; (ii) the construction of certain infrastructure improvements to serve the Property, the buildings to be constructed thereon, and surrounding properties, subject to the terms set forth in this Agreement; and (iii) the elimination of certain factors and characteristics found in the Property that have caused the Property to be designated as blighted in accordance with the TIF Act. R. The Corporate Authorities have determined, after due and careful consideration, that the zoning, subdivision, development, and use of the Property pursuant to and in accordance with this Agreement and the Final PUD Ordinance would (i) eliminate blight within the City; (ii) strengthen the tax base of the City; (iii) further enable the City to control the development of the Property in a manner consistent with the development patterns, economic development goals, and character of the City; and (iv) serve the best interests of the City and its residents. S. The Corporate Authorities, having reviewed and considered (i) the proposed development of the Property, (ii) the various zoning, subdivision, and development approvals being requested to allow for its implementation, and (iii) the recommendations of the Plan Commission and Building Review Board regarding the Project, have found the proposed development and the requested approvals as recommended by the Plan Commission and Building Review Board to be consistent with the character of, and existing development patterns in, the City. To that end, the Corporate Authorities are, concurrently with the approval of this Agreement, approving the Final PUD Ordinance, including approval of the Final Plans, as defined below. T. The Redevelopment Plan and the restrictions and requirements on the development of the Property as set forth in the Final PUD Ordinance, are essential to maintaining the land use patterns and overall character of the City. In light of the other substantial community benefits that would result from the redevelopment of the Property, the Corporate Authorities of the City have determined that the incentives and requirements set forth in this Agreement are necessary and desirable. U. All notices, publications, procedures, public hearings, and other matters required for the consideration and approval of this Agreement have been made, given, held, and performed by the City as required by applicable statutes, codes, and ordinances. V. The Parties now seek to enter into this Agreement pursuant to, among other things, 61 LF DRAFT 3-31-16 {00010693 6} 4 the TIF Act and the City’s home rule authority. W. The Parties, consistent with Illinois law, have agreed to the terms and conditions set forth in this Agreement as evidenced by the signatures affixed hereto. SECTION 2. DEFINITIONS. Whenever used in this Agreement, the following terms shall have the following meanings unless a different meaning is required by the context: “Affordable Units”: Apartment Units that are covenanted to satisfy the affordable housing plan to be developed in accordance with Section 4.B of this Agreement. “Apartment Lots”: Lots 1 and 2 as depicted on the Final Subdivision Plat. “Apartment Unit”: Each Residential Unit to be constructed on one of the Apartment Lots as depicted on the Final Subdivision Plat. “Applicable City Codes and Ordinances”: The Lake Forest City Code, Subdivision Ordinance, Zoning Code, and all other codes and ordinances adopted by the City. “Building Plans”: The “Building Plans” identified in, and approved in accordance with, the Final PUD Ordinance. “Building Review Board”: The Building Review Board of the City, established by the City Code, as the same has been and may, from time to time hereafter, be amended. “City Approvals”: All legislative, administrative and other approvals issued by the City and required for the development and construction of the Project including, but not limited to, the Preliminary PUD Resolution, architectural and site design review approvals, the Final PUD Ordinance, approval of the Preliminary Subdivision Plat and approval of the Final Subdivision Plat. “City Work”: The work set forth in the plans and specifications attached hereto as Exhibit B (the “City Work Plans”) designed to accomplish the objectives set forth in Exhibit F of the Purchase Agreement. “Closing”: The closing of the purchase and sale of the Property pursuant to the Purchase Agreement. “Condominium Lots”: Lots 3 and 4 as depicted on the Final Subdivision Plat. “Condominium Unit”: Each Residential Unit to be constructed on one of the Condominium Lots as depicted on the Final Subdivision Plat. “Corporate Authorities”: The Mayor and City Council of the City. “Declaration of Covenants”: The Declaration or Declarations of Covenants, Restrictions and Easements to be recorded by the Developer against the Property pursuant to Section 7 of this Agreement. 62 LF DRAFT 3-31-16 {00010693 6} 5 "Developer Affiliate" means an entity controlled by, or under common control with, Developer, such that it has the same manager(s), members, partners or shareholders who shall own in aggregate more than fifty percent (50%) of the ownership interests in the Developer and also own more than fifty percent (50%) of the ownership interests in said Affiliate. As used herein, "control" shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities or rights, by contract, or otherwise. "Developer Expenses" shall have the meaning defined in Section 12 hereof. “Developer Work”: All work other than the City Work that is necessary or appropriate in connection with the completion of the Property Improvements in accordance with the Final Plans. “Effective Date”: The date of execution of this Agreement by both Parties, which date shall be deemed to be the date set forth in the first paragraph of page one of this Agreement. “Final Engineering Plan”: The “Final Engineering Plans” identified in, and approved in accordance with, the Final PUD Ordinance. "Final Landscaping Plan": The “Landscaping Plans” identified in, and approved in accordance with, the Final PUD Ordinance. "Final Plans": The Building Plans, Final Engineering Plan, Final Landscaping Plan, Final PUD Plans, Final Subdivision Plat, Improvement Plans, and Tentative Condominium Plat. "Final PUD Ordinance": The City of Lake Forest Ordinance No. 16-___ adopted on April 4, 2016, and any amendments thereto duly adopted by the Corporate Authorities in accordance with the Requirements of Law. "Final PUD Plans": The “Final PUD Plans” identified in, and approved in accordance with, the Final PUD Ordinance. "Final Subdivision Plat": The “Final Subdivision Plat” identified in, and approved in accordance with, the Final PUD Ordinance. "Force Majeure": Strikes, lockouts, acts of God, third-party litigation not initiated by Developer, or other factors beyond a Party’s reasonable control and reasonable ability to remedy; provided, however, that Force Majeure shall not include delays caused by weather conditions, unless such weather conditions are unusually severe or abnormal considering the time of year and the particular location involved. “Improvement Plans”: The “Improvement Plans” identified in, and approved in accordance with, the Final PUD Ordinance. "Lot”: A lot of record including a portion of the Property, as depicted on the Final Subdivision Plat. "Plan Commission": The Plan Commission of the City, established by the City Code, as the same has been and may, from time to time hereafter, be amended. 63 LF DRAFT 3-31-16 {00010693 6} 6 "Preliminary PUD Resolution": City Resolution No. 2015-25, adopted by the Corporate Authorities on July 6, 2015. "Preliminary PUD Plans": The preliminary plans for the proposed development of the Property as approved by the Corporate Authorities pursuant to the Preliminary PUD Resolution. “Preliminary Subdivision Plat”: The preliminary plat of subdivision approved by the Corporate Authorities pursuant to the Preliminary PUD Resolution. "Property Improvements": All of the improvements and facilities that are required or authorized to be made, constructed, or installed in connection with the Project and the subdivision and development of the Property, including without limitation: landscaping; all perimeter buffering; streetscaping; storm water detention and drainage facilities; water and sanitary sewer mains and service lines; parking structures; residential buildings; streets, pathways, and sidewalks; parks; soil erosion and tree protection measures; fencing and retaining walls; lighting of streets and other public spaces; and traffic-related improvements. Such improvements and facilities need not be physically located on the Property, and they may be set forth or identified in any of the following: the Final Plans, the Final PUD Ordinance, or as elsewhere provided in this Agreement. The Property Improvements shall be comprised of: "Amenity Improvements": being the following Private Improvements: [those improvements that are to be available or accessible to the public as more fully described in the Plan Commission Recommendations]. The Amenity Improvements shall not include any Structural Improvements. "Private Improvements," being those Property Improvements (other than Public Improvements and Structural Improvements) that are required to be constructed, installed, or placed in service pursuant to this Agreement, Requirements of Law, or the Final PUD Ordinance, or are depicted on the Final Plans. "Public Improvements," being those Property Improvements that are to be dedicated to the City or such other public agencies as the City may approve, consisting of (i) the Right-of-Way Improvements, and (ii) the [water main and sanitary sewer extensions located on the Property (exclusive of service lines and other private water service facilities as set forth in the Applicable City Codes and Ordinances)]. "Right-of-Way Improvements" being those Public Improvements detailed in the Improvement Plans. "Structural Improvements," being those buildings and structures authorized to be constructed on the Property pursuant to this Agreement or the Final PUD Ordinance. "Redevelopment Project Costs": Any qualifying redevelopment project costs as authorized and defined by the TIF Act incurred by the Developer in connection with the development of the Property in accordance with the Final PUD Ordinance and this Agreement. “Residential Unit”: An individual single family home, condominium unit, or apartment unit that meets the definition of a “dwelling unit” under the Zoning Code. 64 LF DRAFT 3-31-16 {00010693 6} 7 "Requirements of Law": Applicable City Codes and Ordinances and all applicable federal, state, and county laws, statutes, codes, ordinances, resolutions, rules, and regulations. "Right-of-Way Improvement Expenses" shall have the meaning set forth in Section 12 hereof. “Single Family Lots”: Lots 5 through 16, as depicted on the Final Subdivision Plat. "Subdivision Ordinance": Title XV, Chapter 156 of the City Code, being the City of Lake Forest subdivision regulations, as the same has been and may, from time to time hereafter, be amended. "Substantial Completion": Completion evidenced by (i) for a building or any Residential Unit, issuance of a final or temporary occupancy certificate, provided that adequate security has been put in place to ensure full and final completion of such building or Residential Unit; or (ii) for other Public or Private Improvements, functional and legally authorized use of the improvement and all of its facilities, as reasonably determined by the City Engineer, and acceptance or approval by the City or other public agency having jurisdiction, subject to any punch-list items identified by the City Engineer, provided that adequate security remains in place to ensure full and final completion of such Public or Private Improvement. “Tentative Condominium Plat”: The “Tentative Condominium Plat” identified in, and approved in accordance with, the Final PUD Ordinance. "TIF Approval Ordinances": City Ordinance Nos. 2015-11, 2015-12, and 2015-13, enacted by the City pursuant to the TIF Act adopting the Redevelopment Plan and project, authorizing the establishment of the Redevelopment Project Area, and adopting tax increment allocation financing, respectively. "City Code": The City Code of Lake Forest, 2013, as the same has been and may, from time to time hereafter, be amended. "Zoning Code": Title XV, Chapter 159 of the City Code, being the City of Lake Forest zoning regulations, as the same has been and may, from time to time hereafter, be amended. SECTION 3. DESIGNATION OF DEVELOPER The City hereby designates Developer as the exclusive developer for the Project on the Property, subject to the terms of this Agreement and only so long as Developer is not in default under Section 21 of this Agreement. SECTION 4. DESCRIPTION AND USE OF LOTS. A. General Description and Use of Lots. The Property shall be divided into sixteen lots and five outlots, which may be developed and used only in accordance with this Agreement, the Final PUD Ordinance, Final PUD Plans, and Applicable City Codes and Ordinances and as follows: 65 LF DRAFT 3-31-16 {00010693 6} 8 1. Apartment Lots: The Apartment Lots shall be developed and operated as residential apartment buildings not exceeding three stories in height and containing 99 luxury Apartment Units and 12 Affordable Units. 2. Condominium Lots: The Condominium Lots shall be developed and operated as residential condominium buildings not exceeding three stories in height and containing 42 Condominium Units. 3. Single Family Lots: The Single Family Lots shall be developed and operated as single family residences, with one primary Residential Unit per lot. Changes to the number and type of Residential Units (i.e., condominium, apartment or single family home) set forth in this Section 4 shall be permitted only if approved by the Corporate Authorities in connection with this Agreement and an amendment to the Final PUD Ordinance. B. Affordable Housing. The Developer shall comply with the City’s Inclusionary Housing Ordinance by providing 12 Affordable Units and paying a fee-in-lieu of $650,000.00. The Affordable Units shall be of the following unit types and affordability ranges: Unit Types→ Affordability Range↓ Number of One-Bedroom Units Number of Two-Bedroom Units 80% of Average Median Income (“AMI”)* 3 0 100% AMI 3 0 120 AMI 3 3 * As AMI is defined in Section 158.01(b) of the City Code. The Developer shall also prepare an “Inclusionary Housing Plan” in accordance with Section 158.12 of the City Code that, among other things, provides criteria and procedures for the marketing of Affordable Units, the selection of moderate-income households for Affordable Units and provides priority to senior citizens, which plan shall be subject to approval by the City Manager; provided, if Developer offers and markets any Affordable Unit for rent in accordance with the approved Inclusionary Housing Plan and is unable to secure a tenant eligible for said Affordable Unit (“Eligible Tenant”) after a marketing period to be established in the approved Inclusionary Housing Plan, then Developer shall be permitted to lease any such Affordable Unit to a tenant that does not qualify as an Eligible Tenant for a lease term not to exceed one (1) year, after which such Affordable Unit shall again be marketed to Eligible Tenants. SECTION 5. CITY WORK. A. Completion of City Work. Except as set forth in Subsections 5.A.1 and 5.A.2, to Developer’s knowledge and subject to Developer’s confirmation by a final inspection prior to Closing, the Parties acknowledge that the City has completed all of the on-site City Work consistent with the Purchase Agreement and the City Work Plans, which have been filed with the Illinois Environmental Protection Agency (the “IEPA”). 66 LF DRAFT 3-31-16 {00010693 6} 9 1. Additional Environmental Work. To the extent that additional on-site work is required in connection with the issuance of a “No Further Remediation” letter (a “NFR”), the City shall be required to complete such additional work without expense to Developer prior to Closing on the Property; provided, however, that, if Developer elects to close on the Property prior to the issuance of the NFR, then: (i) any on-site work will be performed by Developer as “Unforeseen City Work” as provided below; and (ii) any documentation work not requiring activities on-site (other than recordation or sampling) shall be performed by the City subject to indemnification terms consistent with Section 1.d(iii) of the Purchase Agreement. To the extent that the IEPA requires any modification to the City Work Plans, such modified plans shall be the City Work Plans for purposes of this Agreement and the Purchase Agreement upon approval by the IEPA. 2. Deferred City Work. The Parties agree that certain elements of the City Work unrelated to the remediation of the Property (the “Deferred City Work”) will not be completed prior to Closing in order to realize efficiencies in the overall development of the Property. The Deferred City Work is identified in Exhibit C. As more fully set forth below, in the course of its development work on the Property, Developer will complete the Deferred City Work, subject to reimbursement of Developer by the City. 3. Unforeseen City Work. If, in the course of its development of the Property, Developer encounters undiscovered or unforeseen conditions that fall within the scope of the City Work (“Unforeseen City Work”), Developer must notify the City Manager in writing (a “Unforeseen City Work Notice”), and the City agrees to inspect the condition that Developer believes qualifies as Unforeseen City Work within three business days. If the City does not advise Developer in writing, within four business days of Developer’s delivery of the Unforeseen City Work Notice to the City, that it does not concur that the condition identified by Developer qualifies as Unforeseen City Work (and the City shall be reasonable in determining such non-concurrence), then: (i) the City will be deemed to have concurred that the conditions identified in the Unforeseen City Work Notice is Unforeseen City Work for purposes of this Agreement, and (ii) Developer shall complete the Unforeseen City Work, subject to reimbursement by the City and in accordance with the City Work Plans and the specifications therein. If, in order to address the Unforeseen City Work, changes to the City Work Plans are necessary, such changes shall be subject to approval by the IEPA (if required by the NFR). Any changes to the City Work Plans that do not require IEPA approval shall be subject to approval by the City Manager. The City shall reimburse the Developer as set forth in this Section 5 for the reasonable costs actually incurred by the Developer in satisfactorily completing the Deferred City Work and any Unforeseen City Work (“City Work Costs”) in accordance with the City Work Plans. The City Work Costs shall not include any costs or expenses incurred by the Developer in its performance of the Developer Work. In the event that the Developer undertakes completion of the City Work 67 LF DRAFT 3-31-16 {00010693 6} 10 simultaneously or in conjunction with any portion of the Developer Work, the Developer shall certify to the City for reimbursement, as provided below, only those costs actually incurred in the performance of the Deferred City Work and any Unforeseen City Work, and shall not include any additional or increased costs incurred in connection with performance of the Developer Work. B. Submission of Certification Requests. For reimbursement of City Work Costs, the Developer shall submit to the City a written request for certification in the form attached as Exhibit D to this Agreement ("Certification Request"). The Developer shall not submit more than one Certification Request in any 30-day period. Each Certification Request shall be accompanied by (i) sworn statements and lien waivers for any material, fixtures, apparatus, machinery, services, or labor provided by any contractor, subcontractor, or other person or entity entitled to file a lien under the Mechanics Lien Act, 770 ILCS 60/1, for which reimbursement is sought; (ii) bills, contracts, and invoices relative to the City Work Costs; and (iii) other documents or information that the City shall reasonably require to evidence appropriate payment of City Work Costs. To facilitate the certification of the City Work Costs (including their certification as proper Redevelopment Project Costs, if applicable), the Developer shall: (iv) require its contractors, suppliers, and others with whom it enters into contracts for City Work Costs to submit pay requests, invoices, and bills that include only amounts for City Work Costs, and that specify City Work Costs that qualify as Redevelopment Project Costs; (v) provide either directly or indirectly evidence of compliance with the Illinois Prevailing Wage Act, 820 ILCS 130, as amended; and (vi) take such other actions as are reasonably necessary or desirable to identify City Work Costs separately from other costs. If the Developer does not fulfill its obligations as set forth in this Subsection 5.B, then the City shall have no obligation to certify, or reimburse the Developer for, City Work Costs. C. Eligibility for Payment. Notwithstanding any other provision of this Agreement, the Developer shall be entitled to be reimbursed for City Work Costs only if: i. The Developer actually incurs such City Work Costs; ii. The City Work Costs are Certified Costs, as defined in Section 5.D; iii. The City Engineer has determined that such City Work Costs were reasonably incurred in the performance of the City Work and do not include any additional or increased costs attributable to the performance of the Developer Work; iv. The City Engineer has determined that, based upon an inspection, the City Work for which reimbursement is sought was completed in accordance with the City Work Plans and was completed to the extent of the percentage of completion represented in the request for reimbursement; and v. The Developer is not in material default or breach of any obligation under this Agreement. D. City Review of Certification Requests. The City Manager, in consultation with the City Engineer, shall approve or disapprove a Certification Request within 35 days after its 68 LF DRAFT 3-31-16 {00010693 6} 11 submission. In order to make any such determination, the City reserves the right to review the books and records of Developer relating to the City Work Costs. To the extent that a Certification Request is approved, the City Manager shall issue an approval notice to Developer ("Certification Notice") identifying which City Work Costs identified in the Certification Request have been approved for payment ("Certified Costs"), as well as payment for such Certified Costs. If the City disapproves any Certification Request (in whole or in part), the City shall specify the basis for such disapproval in reasonable detail within 35 days after the date the City receives the Certification Request. SECTION 6. FINAL PUD PLANS, PLAT OF SUBDIVISION, AND OTHER DEVELOPMENT APPROVALS. A. Final PUD Plans and Final Plat of Subdivision Approvals. Contemporaneous with the approval of this Agreement, the Corporate Authorities of the City will approve a Final PUD Ordinance approving the Final Plans, including the Final Subdivision Plat. Such approval of the Final Plans shall serve as authorization of and direction for all required City signatures and certifications to be affixed to the Final Subdivision Plat and any other relevant documents; provided, however, that no such signatures and certifications shall be affixed by the City until the Developer shall have (i) obtained all other approvals, sworn statements, signatures, and certifications required for any Final Plans; (ii) paid the City its legal, engineering, consulting, recording, and administrative fees, costs, and expenses, subject to the limitations in Section 10 of this Agreement; and (iii) delivered all required security in accordance with Section 13 of this Agreement. After final approval, execution, and certification of the Final Plans by the City, and following the Closing on the sale of the Property, the City shall promptly cause the Final Subdivision Plat to be properly recorded with the Lake County Recorder of Deeds immediately after the recordation of the deed from the City to the Developer for the Property and contemporaneously with the recordation of the Final PUD Ordinance. B. Building Review Board Approval. As part of and subject to the terms of the City’s approval of the Final PUD Ordinance, the architectural design of and materials for the proposed buildings, as well as the exterior lighting, landscaping, and signs for the Property shall be approved by the Corporate Authorities (the “BRB Approvals”). C. No Further Zoning Approvals. Subject to the terms of approval of the Final PUD Ordinance and BRB Approvals, and subject to the terms and conditions of this Agreement, no further zoning approvals shall be required of the Developer as a prerequisite to the receipt by the Developer of the building permits necessary to develop the Property as depicted on, and in substantially conformity with, the Final Plans and this Agreement. D. Diligent Pursuit of Building Permits and Construction. Following the approval of the Final PUD Ordinance and BRB Approvals, the Developer shall diligently pursue all required permits and shall cause all Developer Work to be prosecuted and completed pursuant to the terms of this Agreement, the Final PUD Ordinance, the Final Plans, and all other Applicable City Codes and Ordinances with due diligence, in good faith and without delay, subject only to Force Majeure leading to unavoidable delay. Prior to commencing the Developer Work, the Developer shall prepare and submit to the City for review and approval any plans, specifications, or other 69 LF DRAFT 3-31-16 {00010693 6} 12 materials required in connection with any necessary permit or approval (“Permit Submittals”), which Permit Submittals shall be in substantial conformity with the Final Plans and Final PUD Ordinance. No certificates of occupancy shall be issued for any Structural Improvements or Residential Units on the Property until the City Manager determines, based upon inspection performed by the City Engineer, that such improvements and units substantially conform to the Agreement, the Final PUD Ordinance, the Final Plans, and all other Applicable City Codes and Ordinances, including the BRB Approvals. SECTION 7. DECLARATIONS OF COVENANTS. Contemporaneous with the recordation of the Final Subdivision Plat, and prior to the recordation of any mortgage instrument granted by the Developer, one or more declarations of covenants for the Property, acceptable in form and substance to the City Attorney, shall be recorded against the Property. Such declarations of covenants shall conform to the requirements of the Final PUD Ordinance and include, without limitation: A. Provisions acceptable to the City regarding the obligation of the Developer and any subsequent owner or property owner association to maintain the common areas and Private Improvements, including, without limitation, parks and open space, storm water facilities, sidewalks and paths, vegetation and landscaping, streets and roadways, parkways, boulevards, and off-street parking facilities in perpetuity. Nothing in this provision shall preclude the Developer from subsequently recording additional declarations of covenants allocating responsibility for such common areas and Private Improvements among the owners of the Property or associations relating to different areas of the Property, provided that all owners and/or associations having an interest in any portion of the Property shall be jointly and severally obligated to the City with respect to such common areas and Private Improvements. B. Provisions for the implementation of the “Parking Plan” attached as Exhibit 5 to the Final PUD Ordinance. C. Provisions acceptable to the City providing that each of the apartment buildings depicted on the Final PUD Plans shall be maintained under single ownership and the Apartment Units therein shall be used solely as dwelling units on a rental basis in perpetuity unless another use is approved by the Corporate Authorities by ordinance, which approval shall not be unreasonably withheld or delayed; provided that, during the term of the TIF District the Corporate Authorities shall have the right to refuse any change in use of the Apartment Units if the Corporate Authorities reasonably determine that such change would adversely impact the revenues of the TIF District. After the TIF District expires, not more than two of the apartment buildings may be converted into a condominium building if: (a) such conversion is pre-approved by the Corporate Authorities by ordinance; and (b) the City grants subdivision approval for the proposed conversion. D. Provisions acceptable to the City identifying the Affordable Units in the apartment buildings depicted on the Final PUD Plans and ensuring that such Affordable Units shall remain 70 LF DRAFT 3-31-16 {00010693 6} 13 affordable in perpetuity unless otherwise approved by the Corporate Authorities by ordinance. E. Provisions: 1. to preserve as open space and maintain at no cost the City: (a) the open area surrounding the heritage oak tree located on Outlot E and depicted as “Heritage Oak Park” on the Final PUD Plans (“Oak Tree”); and (b) the area identified as “Franklin Park” on the eastern portion of Lot 1, as depicted on the Final PUD Plans; and 2. to authorize and maintain reasonable public access limitations in, on, upon, over, and through the Amenity Improvements. F. Provisions requiring the owners’ association established for the entire Property to maintain and preserve the Oak Tree in perpetuity and, in the event the Oak Tree is damaged, diseased, destroyed, or otherwise requires removal, to develop and implement an alternative landscaping plan consistent with the “Contingent Replacement Plan” attached as Exhibit 6 to the Final PUD Ordinance, subject to City review and approval, within 18 months. G. Provisions requiring Developer to deliver to the City on an annual basis copies of all documentation provided by Developer to the County Assessor or Township Assessor indicating improvement values upon the Property, including income/expense documentation for any Apartment Building on the Property, for so long as the TIF District remains in effect. H. Provisions establishing the City's right to enforce the declarations and to recover all of its costs, including attorneys' fees and administrative expenses, relating to such enforcement. I. Provisions setting forth that no amendment to such declarations relating to the provisions affecting the City shall be made or recorded without the approval thereof by a resolution of the Corporate Authorities. The foregoing covenants (or any of them) may be set forth directly on the Final Subdivision Plat in lieu of being included in a separately recorded declaration of covenants. One or more declarations may also serve as the declarations of condominium for the Condominium Units. In the event that a particular declaration is to serve as the declaration of condominium for an area of the Property, then such declaration shall be delivered to the City, but, upon request of the Developer, the City agrees not to record such declaration until the Developer notifies the City that the plat of condominium for such lot is ready for recording, in which case the City shall record the affected declaration within 14 days after notice from the Developer; provided, however, that, until such declaration is recorded, no certificates of occupancy shall be issued by the City for any Residential Unit affected by such declaration; provided further that, prior to 71 LF DRAFT 3-31-16 {00010693 6} 14 recording, the Developer may replace the submitted declaration with a revised declaration, provided that the revised declaration is fully acceptable to the City. SECTION 8. USE AND DEVELOPMENT OF THE PROPERTY. A. General Restrictions. Notwithstanding any use or development right that may be applicable or available to the Property pursuant to the Zoning Code, the Property shall be used and developed, except for minor alterations due to final engineering and site work approved by the City Engineer, only pursuant to and in accordance with the following: i. this Agreement; ii. the Final PUD Plans; iii. the Final Subdivision Plat; iv. the Final Engineering Plans; v. the Final Landscape Plans; vi. the provisions of the Final PUD Ordinance; vii. all other applicable provisions of the Zoning Code and Subdivision Ordinance; viii. the City Code, including without limitation the Building Code; ix. the Declaration of Covenants, as they may be amended from time-to-time; and x. the Requirements of Law. B. Conflicts. Unless otherwise provided in this Agreement, either specifically or in context, in the event of a conflict between or among any of the plans and documents set forth in Subsection 8.A, above, items with a lower number in Section 8.A will control over items with a higher number, but as among items 8.A.i - 8.A.vi, the document that provides the greatest control and protection for the City shall control. All of the plans and documents set forth in Section 8.A shall be interpreted so that the duties and requirements imposed by any one of them are cumulative among them, unless otherwise provided in this Agreement either specifically or in context. C. Marketing Signs and Trailers. Subject to Applicable City Codes and Ordinances, Developer shall have the right to locate and maintain sales and construction trailers on the Property in connection with its marketing activities and shall have the right to install temporary sewer and water facilities which have been approved by the City (e.g., holding tanks) to serve such sales trailers. Developer shall have the right to erect and maintain temporary marketing signage for the Project on the Property. Unless otherwise approved by the City Manager, Developer shall be permitted one sign, which shall have a height no greater than six (6) feet above grade, an area no greater than twenty-four (24) square feet, no more than two colors, and shall 72 LF DRAFT 3-31-16 {00010693 6} 15 include text only; provided that such marketing signage shall not be permitted for more than 42 months after the Closing unless further approved by action of the City Council. Any sales trailers and marketing signs, including associated temporary sewer and water facilities, shall promptly be removed at such time as Developer has ceased its marketing activities on the Property, unless otherwise required by Applicable City Codes and Ordinances. SECTION 9. IMPROVEMENTS. A. Design and Construction of the Improvements. In connection with the development of the Property, the Developer shall, at its sole cost and expense, design, construct, and install all of the Property Improvements. All Property Improvements shall be designed and constructed pursuant to and in accordance with the Final Plans, and, where applicable, subject to the review and approval of the authorized persons as provided by the Requirements of Law. Where field determinations are required, they must be made to the reasonable satisfaction of the City Engineer or other duly authorized official of the City. All work performed on the Property Improvements shall be conducted in a good and workmanlike manner and with due dispatch once commenced. Property Improvements must proceed in accordance with the construction schedule prepared by the Developer and approved by the City pursuant to Section 9.B of this Agreement. All materials used for construction of the Property Improvements shall be new and of first quality. B. Completion of the Improvements. All Property Improvements shall be completed and made ready for inspection and final approval by the City pursuant to a construction schedule to be prepared by Developer and approved by the City consistent with the Final Engineering Plan. The Developer shall be allowed extensions of time beyond the completion dates set forth in such construction schedule only for unavoidable delay caused by Force Majeure. C. Engineering Services. The Developer shall provide, at its sole cost and expense, all engineering services for the design and construction of the Property Improvements that it is to construct, subject to any Redevelopment Project Costs to be reimbursed by the City under the terms of this Agreement. D. Construction Traffic. The City reserves the right to designate certain prescribed routes of access to the Property for construction traffic to provide for the protection of pedestrians and to minimize disruption of traffic and damage to paved street surfaces; provided, however, that such designated routes shall not be unreasonably or unduly circuitous nor unreasonably or unduly hinder or obstruct direct and efficient access to the Property for construction traffic. At all times during the construction of the Property Improvements, and until completion, approval, and, where appropriate, acceptance of the Property Improvements by the City or other governmental agency, the Developer shall keep all routes used for construction traffic to be free and clear of mud, dirt, debris, obstructions, and hazards and shall repair any damage caused by such construction traffic. The City shall not be obligated to keep any streets within the Property cleared, plowed, or otherwise maintained. E. Inspection and Approval of the Improvements. 1. Final Inspection and Approval of the Property Improvements. The Developer shall notify the City Engineer when it believes that any or all of the Property Improvements (other than buildings containing Residential 73 LF DRAFT 3-31-16 {00010693 6} 16 Units) have been fully and properly completed and shall request final inspection and approval of such Property Improvements by the City. The notice and request shall include any of the "as-built" or "record" drawings required by this Agreement or the Applicable City Codes and Ordinances, and, with respect to the Right-of-Way Improvements to be dedicated to the City, to the extent not previously submitted, contractors’ sworn statements, final lien waivers, and all other appropriate documentation necessary to demonstrate that all contractors, subcontractors, and material suppliers, as well as all engineering and inspection fees, have been paid in full. The notice and request shall be given far enough in advance to allow the City Engineer time to inspect such Property Improvements and to prepare a punch list of items requiring repair or correction and to allow the Developer time to make all required repairs and corrections prior to the scheduled completion date. The Developer shall promptly make all necessary repairs and corrections as specified on the punch list and in accordance with the Final Plans. 2. "As-Built" or "Record" Drawings and Specifications of the Public Improvements. The Developer shall, not later than the time it gives the notice of completion and request for approval, provide to the City three sets of "as-built" or "record" drawings for all of the Public Improvements to be dedicated to the City, including one set on a reproducible mylar. The "as-built" or "record" drawings and specifications shall depict every Public Improvement as built and shall include all final dimensions, elevations, and calculations necessary to fully describe the Public Improvements and to establish their compliance with this Agreement and all Requirements of Law. F. Guaranty of the Improvements. The Developer hereby guarantees the prompt and satisfactory correction of all defects and deficiencies in the Public Improvements (including, without limitation, landscaping installed by the Developer on public lands or within public rights- of-way or easements). Such guarantee will include financial security as provided in Section 13 to address defects or deficiencies that occur or become evident within two years (five years for landscaping) after approval and acceptance of the Public Improvements by the City pursuant to this Agreement. If any such defect or deficiency occurs or becomes evident, then the Developer shall, after 10 days’ prior written notice from the City, correct it or cause it to be corrected; provided, however, that if such defect or deficiency is not reasonably capable of being corrected within such 30 day period then the Developer will be granted one 90 day extension of the correction period. In the event any Public Improvement is repaired or replaced pursuant to such a demand, the guaranty provided by this Section 13 shall be extended, as to such repair or replacement, for two full years (five years for landscaping) from the date of such repair or replacement. If the City Engineer determines, in his or her sole and absolute discretion, that the Developer is not adequately maintaining, or has not adequately maintained, any Public Improvement as provided in this Section, the City after 10 days’ prior written notice to the Developer may, but shall not be obligated to, enter upon any or all of the Property for the purpose of performing maintenance work on and to any such Public Improvement. In the event that the 74 LF DRAFT 3-31-16 {00010693 6} 17 City shall cause to be performed any work pursuant to this Subsection, the City shall have the right to draw from the performance security described in Section 13 of this Agreement. In the event that the performance security is unavailable or insufficient to finance the work performed by the City pursuant to this Subsection, then the City shall have the right to place a lien on the Property for all costs and expenses incurred by the City, including legal and administrative costs. The rights and remedies provided in this Section shall be in addition to, and not in limitation of, any other rights and remedies otherwise available at law or in equity. G. Issuance of Permits and Certificates. 1. Performance Security. The City shall not be required to issue any permits in connection with any Property Improvements or other development activities relating to the Property until the Developer shall have delivered to the City the performance securities required under Section 13 of this Agreement. 2. Right to Withhold Permits and Certificates. The City shall have the absolute right to withhold any building permit or certificate of occupancy at any time the Developer is in material breach of the terms of this Agreement, subject to the City providing written notice of such violation and providing the Developer with an opportunity for the Developer to cure such violation within 30 days of such notice. iii. Completion of Improvements. The City shall issue no certificates of occupancy for any portion of Structural Improvements on the Property until the Public and Private Improvements necessary to serve such Structural Improvements (as more specifically set forth in Exhibit E hereto) are Substantially Completed. The issuance of any building permit or certificate of occupancy by the City at any time prior to completion of all the Public and Private Improvements and approval and, where appropriate, acceptance thereof by the City shall not confer on the Developer any right or entitlement to any other building permit or any certificate of occupancy. H. Completion of Construction. Subject to Force Majeure, if the Developer fails to diligently pursue construction of any Structural Improvement as required in, or permitted by, this Agreement to completion within the time period prescribed in the building permit or permits issued by the City for such construction, and if a perfected application to renew the building permit or permits is not filed within three months after the expiration thereof, the Developer shall, within 60 days after notice from the City, remove any partially constructed or partially completed Structural Improvements from the Property. In the event the Developer fails or refuses to remove any such Structural Improvements as required by this Section, the City shall have, and is hereby granted, in addition to all other rights afforded to the City in this Agreement and by law, the right, at its option, to demolish and/or remove any of such Structural Improvements, and the City shall have the right to apply any applicable security or otherwise charge the Developer for an amount sufficient to defray the entire cost of the work, including reasonable legal and administrative costs. If the amount charged is not paid by the Developer within 30 days following a demand in writing 75 LF DRAFT 3-31-16 {00010693 6} 18 by the City for payment, the charge, together with interest and costs of collection (including reasonable attorneys' fees), shall become a lien against the Lot (as depicted on the Final Subdivision Plat) on which the work was performed, and the City shall have the right to collect the charge, with interest and costs, and to enforce the lien in the same manner as mortgage foreclosure proceedings. I. Damage to Property. The Developer shall maintain the Property and all streets and sidewalks in and adjacent to the Property in a safe condition at all times during development of the Property and construction of the Property Improvements. Further, the Developer shall promptly clean all debris deposited on any street, sidewalk, or other public property in or adjacent to the Property by the Developer or any agent of or contractor hired by, or on behalf of, the Developer; and shall repair any damage to such property that may be caused by the activities of the Developer, or any agent of or contractor hired by, or on behalf of, the Developer. Prior to the development of any portion of the Property, the Developer shall maintain the undeveloped portion of the Property free from debris and noxious or invasive vegetation. J. Issuance of Certificates of Completion. Upon completion of construction of the entire Project, the City shall issue a Certificate of Completion, in recordable form (the “Final Certificate of Completion”), certifying that Developer has fulfilled its obligation to complete the Project in compliance with the terms and conditions of this Agreement. Nothing in this Section shall prevent Developer from obtaining certifications regarding the completion of parts of the Project, and the City shall issue certificates of completion for phases of the Project in recordable form, as such phases are completed in accordance with the requirements of Applicable City Codes and Ordinances and this Agreement (each such certificate being a “Phase Certificate of Completion”). SECTION 10. DEDICATIONS, DONATIONS, AND CONTRIBUTIONS. A. Dedications. The Developer shall dedicate sites, easements, and rights-of-way as required by this Agreement or as depicted on or otherwise provided in the Final PUD Ordinance or Final Plans. B. Impact and Building Permit Fees. The Developer shall also pay to the City park, open space, and other impact fees; utility connection, tap-on, and development fees and costs; and building permit fees and costs for the initial construction of buildings on the Property as required by the Applicable City Codes and Ordinances, provided, however, that all impact fees shall be paid prior to the recordation of the Final Subdivision Plat; and provided further that the total amount of all such fee payments (excluding the affordable housing fee-in-lieu required by Section 4.B of this Agreement) shall not exceed $2,368,712.00. The Developer may seek reimbursement of such fees in accordance with Section 12 of this Agreement to the extent such fees are eligible for reimbursement under the TIF Act and the Requirements of Law. Payment of all such fees, costs, and expenses for which demand has been made, but payment has not been received, by the City prior to execution of this Agreement shall be made by a certified or cashier’s check within 30 days of presentation of an invoice therefor. SECTION 11. CITY AGREEMENTS. A. Future Cooperation. The City agrees to provide to the Developer the following 76 LF DRAFT 3-31-16 {00010693 6} 19 cooperation, support, and assistance as may be reasonably necessary to implement the provisions of this Agreement: 1. The City will assist the Developer in obtaining any and all permits and approvals from other governmental entities with jurisdiction required to allow the Developer to develop the Property in accordance with this Agreement, including but not limited to permits and approvals for the Public and Private Improvements; 2. The City will assist the Developer in obtaining approvals and easements from private parties as may be required for the construction of the Property Improvements. The City is not required, however, to exercise any powers of eminent domain in furtherance of this Subsection; and 3. The City will grant easements, licenses, or other appropriate approvals in City rights-of-way as necessary for the construction, maintenance, repair, and replacement of the Property Improvements to serve the Property. B. Condition on City Cooperation. In cooperating with the Developer pursuant to Section 11.A, the City shall not be required to incur any out-of-pocket expenses. The extent of the City’s cooperation under this Agreement shall be limited by the preceding sentence. SECTION 12. TIF FINANCING. A. Reimbursement for Redevelopment Project Costs. The Parties acknowledge that the Developer will pay, or has paid, extraordinary costs relating to the assembly and development of the Property that qualify as Redevelopment Project Costs. Subject to the terms of this Section, the City agrees to reimburse the Developer for a portion of such costs that qualify as Redevelopment Project Costs (the "Developer Expenses") in the maximum amount of $9,225,000.00 (not including reimbursement for City Work), as follows: 1. Right-of-Way Improvement Expenses. The City shall pay to the Developer an amount not to exceed $1,150,000.00 in reimbursement for Developer Expenses (the “Right-of-Way Improvement Expenses”) incurred in the completion of the Right-of-Way Improvements, subject to the terms and conditions of this Section. For reimbursement of Right- of-Way Improvement Expenses, the Developer shall submit to the City one or more Certification Requests for such expenses in the form attached as Exhibit D to this Agreement and meeting all requirements of this Section 12. The City’s agreement to reimburse such Right-of-Way Improvement Expenses shall not take effect until the Developer has submitted a Certification Request and all required supporting documentation in accordance with this Section. For reimbursement of Right-of-Way Improvement Expenses, the Developer shall not submit (a) more than three Certification Requests and only upon completion of 50%, 75%, and 100% of all work related to the Right-of-Way Improvements (as determined by the City Engineer); (b) a Certification Request for less than $250,000.00; or (c) a Certification Request more than three (3) months after the last Right-of-Way Improvement Expenses have been paid by Developer. The Developer will not be entitled to reimbursement of more than 75% of the Right-of-Way Improvement Expenses until the Developer has demonstrated completion of all of the Right-of-Way Improvements as identified in the Final Plans. 77 LF DRAFT 3-31-16 {00010693 6} 20 2. Other Developer Expenses. The City shall pay to the Developer an amount not to exceed $8,075,000.00 in reimbursement for all other Developer Expenses that do not qualify as Right-of-Way Improvement Expenses (“Other Developer Expenses”), subject to the terms and conditions of this Section. The Other Development Costs shall be payable as follows: a. TIF Note. At the Closing on Developer’s purchase of the Property, the City shall issue to Developer a note in the amount of $6,374,997.00 payable from available incremental tax revenues from the TIF District for the property assembly costs that represent authorized Redevelopment Project Costs (as that term is defined in the TIF Act)(the “TIF Note”). The TIF Note shall bear interest at six percent (6%) per annum. “Available incremental tax revenues” are those incremental property tax revenues allocated to the TIF District in excess of: (i) amounts required to defray up to $5,300,000.00 of the City’s general obligation bonds used for Redevelopment Project Costs undertaken by the City; (ii) amounts required to be paid to school districts and public libraries pursuant to the TIF Act; (iii) “Phase Completion Payments” due to Developer in accordance with Section 12.a.2.b of this Agreement; and (iv) Redevelopment Project Costs incurred by the City for administration and management of the TIF District. b. Phase Completion Payments. The City agrees to reimburse the Developer up to $1,700,000.00 of Other Developer Expenses unrelated to the TIF Note as “Phase Completion Payments” as provided in this Section. The City shall pay the Developer up to two Phase Completion Payments as follows: (i) For the first Phase Completion Payment, in the amount of $500,000.00 upon: (A) issuance of a certificate of occupancy or a temporary occupancy permit for all Apartment Units; (B) issuance of a certificate of occupancy or a temporary occupancy permit for 24 Condominium Units; (C) preparation of at least six Single Family Lots to a finished grade with utilities to the lot line of each such Single Family Lot; (D) Substantial Completion of all of the Public and Private Improvements, as reasonably determined by the City Engineer, provided that adequate security remains in place to ensure full and final completion of the Public and Private Improvements; and (ii) For the second Phase Completion Payment in the amount of $1,200,000.00 upon: (A) issuance of a certificate of occupancy or a temporary occupancy permit for all Apartment Units; (B) issuance of a certificate of occupancy or a temporary occupancy permit for 42 Condominium Units; (C) preparation of all 12 Single Family Lots to a finished grade with utilities to the lot line of each such Single Family Lot; (D) Substantial Completion of all of the Public and Private Improvements, as reasonably determined by the City Engineer, provided that adequate security remains in place to 78 LF DRAFT 3-31-16 {00010693 6} 21 ensure full and final completion of the Public and Private Improvements. No Phase Completion Payments shall be issued unless: (iii) the work required therefor has been completed on or prior to 42 months after the Closing on Developer’s purchase of the Property; provided, however, that such period may be extended: (A) to the extent of unavoidable delays resulting from a Force Majeure; (B) up to an additional six months, provided that the City Manager reasonably determines in writing that the incremental property tax revenue projected to be generated from the TIF District will be sufficient to pay at least $6,374,997.00 in connection with the TIF Note; or (C) as the City Council may otherwise approve by resolution; and (iv) Developer has (A) submitted a Certification Request and all required and any other supporting documentation in accordance with this Section, sufficient to demonstrate that Developer has incurred eligible Redevelopment Project Costs [exclusive of Redevelopment Project Costs related to the Right-of-Way Improvement Expenses and the TIF Note] in at least the amount of the Phase Completion Payment for which payment is sought, and (B) such Certification Request submittals are approved in accordance with this Section 12. B. Requirements for Certification Requests. All Certification Requests submitted for Right-of-Way Improvement Expenses shall comply with this Subsection 12.B. Each Certification Request shall be accompanied by (i) sworn statements and lien waivers for any material, fixtures, apparatus, machinery, services, or labor provided by any contractor, subcontractor, or other person or entity entitled to file a lien under the Mechanics Lien Act, 770 ILCS 60/1, included in the Right-of-Way Improvement Expenses for which reimbursement is sought; (ii) bills, contracts, and invoices relative to the Developer Expenses; and (iii) other documents or information that the City shall reasonably require to evidence appropriate payment of Right-of-Way Improvement Expenses. To facilitate the certification of Right-of-Way Improvement Expenses (including their certification as proper Redevelopment Project Costs) as provided herein, the Developer shall (iv) require its contractors, suppliers, and others with whom it enters into contracts for Right-of-Way Improvement Expenses to submit pay requests, invoices, and bills that include only amounts that are included within the Right-of-Way Improvement Expenses and qualify as Redevelopment Project Costs; (v) provide either directly or indirectly evidence of compliance with the Illinois Prevailing Wage Act, 820 ILCS 130, as amended; and (vi) take such other actions as are reasonably necessary or desirable to identify Right-of-Way Improvement Expenses separately from other costs. If the Developer does not fulfill its obligations as set forth in the preceding sentence, the City shall have no obligation to certify or reimburse Right-of-Way Improvement Expenses that have not been separately identified as required herein. A Certification Request for Other Developer Expenses related to a Phase Completion Payment shall contain the information set forth in parts (ii) and (iii) of this Section 12.B. 79 LF DRAFT 3-31-16 {00010693 6} 22 C. Eligibility for Payment. Notwithstanding any other provision of this Agreement, the Developer shall be entitled to be reimbursed for Developer Expenses only if: 1. The Developer actually incurs such Developer Expenses; 2. Such Developer Expenses are also Redevelopment Project Costs, as defined in the TIF Act; 3. Such Developer Expenses are also TIF Certified Costs (as defined in Section 12.D); 4. For Right-of-Way Improvement Expenses, the City Engineer has determined that, based upon an inspection, the relevant Right-of-Way Improvements have been completed in accordance with the Final Plans and this Agreement to the extent of the percentage of completion represented in the request for reimbursement; 5. For Other Developer Expenses associated with a Phase Completion Payment, the City Engineer and Community Development Director have determined that all requirements therefor set forth in Section 12.A.2.b hereof have been achieved (which determination shall not be unreasonably withheld); 6. Reimbursement is permitted pursuant to this Agreement, the Redevelopment Plan, the City’s home rule powers, and the TIF Act; and 7. The Developer is not in material default or breach of any obligation under this Agreement (subject to applicable cure). D. City Review of Certification Requests. The City Manager, in consultation with the City Engineer and Community Development Director, shall approve or disapprove a Certification Request relating to Developer Expenses within 35 days after its submission. In order to make any such determination, the City reserves the right to review the books and records of Developer relating to the Developer Expenses. To the extent that a Certification Request is approved, the City Manager shall issue a Certification Notice to Developer identifying which Developer Expenses identified in the Certification Request have been approved as “TIF Certified Costs,” as well as payment for such TIF Certified Costs. If the City disapproves any Certification Request (in whole or in part), the City shall specify the basis for such disapproval in reasonable detail within 35 days after the date the City receives the Certification Request and Developer shall have an opportunity to submit corrections to any such Certification Request. SECTION 13. PERFORMANCE SECURITY. A. Performance and Payment Bond. As security to the City for the performance by Developer of Developer's obligations to construct and complete the Public Improvements pursuant to and in accordance with this Agreement, the Developer is required to provide performance and payment security for the Public Improvements in the form of one or more surety bonds ("Performance and Payment Bond"). The amount of the Performance and Payment Bond shall be equal to 110% of the estimated cost of construction and completion of the Public 80 LF DRAFT 3-31-16 {00010693 6} 23 Improvements as determined by the City Engineer ("Approved Cost Estimate") minus the maximum amount of Phase Completion Payments eligible for reimbursement under Section 12.A.2.b for which reimbursement has not yet been paid and subject to periodic reductions and replacement upon City approval of Certification Requests. B. Maintenance of Security. The deposit of the Performance and Payment Bond shall be a condition precedent to the recordation of the Final Subdivision Plat. The Performance and Payment Bond shall be maintained and renewed by the Developer, and shall be held by the City, until approval and, where appropriate, acceptance by the City of all the Public Improvements pursuant to this Agreement and until the posting of the Guaranty Bond required by Section 13.C, below; provided, however, that Developer shall have the right to replace the Performance and Payment Bond with one or more letters of credit or bonds for amounts equal to the Approved Cost Estimate less the TIF Certified Costs. After the acceptance and posting of the Guaranty Bond, the City shall release the Performance and Payment Bond. C. Guaranty Bond. As a condition of the City’s approval of any or all of the Public Improvements pursuant to Section 9.E of this Agreement, the Developer shall post one or more bonds in the amount of 20% of the actual total cost of the Public Improvements (as certified by the Developer's engineer and approved by the City Engineer) as security for the performance of the Developer’s obligations with respect to the Public Improvements and payment thereof ("Guaranty Bond"). Except with respect to landscaping, the Guaranty Bond shall be held by the City until the end of the two-year guaranty period set forth in Section 9.F of this Agreement or until two years after the proper correction of any defect of deficiency in the Public Improvements pursuant to Section 9.F and payment thereof, whichever occurs later; any Guaranty Bond relating to landscaping shall be for a period of five years. If the City is required to draw on the Guaranty Bond by reason of the Developer's failure to fulfill its obligations under this Agreement, then the Developer, within 10 days thereafter, shall cause the Guaranty Bond to be increased to its full original amount. D. Costs. The Developer shall bear the full cost of securing and manufacturing the Performance and Payment Bond and the Guaranty Bond. E. Form of Bonds. The Performance and Payment Security and the Guaranty Bond each shall be in a form reasonably satisfactory to the City Attorney in accordance with this Section 15E. Each bond, whether the Performance and Payment Bond or the Guaranty Bond, shall be in substantially the forms attached to this Agreement as Exhibits F-1 through F-4 and shall be from a surety reasonably acceptable to the City and having capital resources of at least $50,000,000, with an office in the Chicago Metropolitan Area. The Performance and Payment Bond may provide that the aggregate amount of the bond may be reduced in the discretion of the City Council by resolution in recognition of the Developer's partial payments of Project Public Improvement work , but only to the extent that such work has been satisfactorily performed. No reduction for work satisfactorily completed shall be allowed except upon presentation by the Developer of proper contractors’ sworn statements, partial or final waivers of lien, as may be appropriate, and all additional documentation as the City may reasonably request to demonstrate satisfactory completion of the Public or Private Improvement in question and full payment of all contractors, subcontractors, and material suppliers. The Performance and Payment Bond or the Guaranty Bond shall not be reduced by reason of any cost incurred by the Developer to satisfy its obligations 81 LF DRAFT 3-31-16 {00010693 6} 24 under Section 10 of this Agreement. F. Replenishment of Security. If at any time the City reasonably determines that the funds remaining in the Performance and Payment Bond are not sufficient to pay in full (i) the remaining unpaid cost of all Public Improvements, and (ii) all unpaid or reasonably anticipated City fees, costs, and expenses, or that the funds remaining in the Guaranty Bond are not, or may not be, sufficient to pay all unpaid costs of correcting any and all defects and deficiencies in the Public Improvements all unpaid or reasonably anticipated City fees, costs, and expenses relating to the Improvements, then, within 10 days after a demand by the City, the Developer shall increase the amount of the bond to an amount determined by the City to be sufficient to pay unpaid fees, costs, and expenses. Failure to so increase the amount of the security shall be grounds for the City to receive the proceeds of, or to draw down, as the case may be, the entire remaining balance of the Performance and Payment Bond. Upon completion of the Developer's obligations to construct and complete the Public Improvements pursuant to and in accordance with this Agreement, and after reimbursement of the City for all fees and all costs and expenses, including legal fees and administrative costs, incurred by the City, then the City shall release to the Developer any proceeds remaining on deposit with the City from any bond. G. Replacement Bond. If at any time the City determines that the bank issuing either the Performance and Payment Bond or the Guaranty Bond is without capital resources of at least $50,000,000, or if at any time the City determines that the surety is unable to meet any federal or state requirement applicable thereto, is insolvent, is in danger of becoming any of the foregoing, or is otherwise in danger of being unable or unwilling to honor the bond at any time during its term, or if the City otherwise reasonably deems itself to be insecure, then the City shall have the right to demand that the Developer provide a replacement bond or letter of credit from a surety or bank meeting the requirements set forth in this Agreement. The replacement bond shall be deposited with the City not later than 10 days after a demand. Upon deposit, the City shall surrender the original bond to the Developer. Failure to provide a replacement bond shall be grounds for the City to receive the proceeds of, or to draw down, as the case may be, the entire remaining balance of the bond. H. Use of Funds in the Event of Breach of Agreement. If the Developer fails or refuses to complete the Public Improvements in accordance with this Agreement, or fails or refuses to correct any defect or deficiency in the Public Improvements as required by Section 9 of this Agreement, or fails or refuses to restore property in accordance with a demand made pursuant to Section 6.C of this Agreement, or fails or refuses to pay any amount demanded by the City as and when required pursuant to Section 10.B of this Agreement, or in any other manner fails or refuses to meet fully any of its obligations under this Agreement, then the City in its reasonable discretion may draw on and retain all or any of the funds remaining in the appropriate bond. The City thereafter shall have the right, subject to reasonable notice and opportunity for cure, to exercise its rights under this Agreement, to take any other action it deems reasonable and appropriate to mitigate the effects of any failure or refusal, and to reimburse itself from the proceeds of the bond (if any) for all of its costs and expenses, including legal fees and administrative expenses, resulting from or incurred as a result of the Developer's failure or refusal to fully meet its obligations under this Agreement. If the funds remaining in the bond are insufficient to repay fully the City for all costs and expenses, then the Developer shall upon demand of the City therefor deposit with the City any additional funds as the City determines are necessary, within 10 days of a request therefor, to fully repay such costs and expenses. 82 LF DRAFT 3-31-16 {00010693 6} 25 I. City Lien Rights. If any money, property, or other consideration due from the Developer to the City pursuant to this Agreement is not either recovered from the Performance and Payment Bond required in this Section or paid or conveyed to the City by the Developer within 30 days after a demand for payment or conveyance, then the money, or the City’s reasonable estimate of the value of the property or other consideration, together with interest and costs of collection, including legal fees and administrative expenses, shall become a lien upon all portions of the Property in which the Developer retains any legal, equitable, or contractual interest, and the City shall have the right to collect the amount or value, with interest and costs, including legal fees and administrative expenses, and the right to enforce the lien in the same manner as in statutory mortgage foreclosure proceedings. In the event, but only in the event, of a sale or transfer of the Property pursuant to a decree of foreclosure or any other proceeding in lieu of foreclosure, such City lien shall be subordinate to any first mortgage whether now or hereafter placed upon the Property. Any other sale or transfer shall not relieve the Property from liability for any charges hereafter becoming due, nor from the lien of any charge, except as otherwise provided by law. SECTION 14. INSURANCE. A. Insurance Policies. From the date construction begins under this Agreement and continuously thereafter until such time as the City accepts the Public Improvements, the Developer shall provide and maintain, or cause to be provided and maintained, the following insurance in the following amounts insuring the Developer as well as the City and all elected and appointed officers, officials, employees, agents, attorneys, and representatives of the City: 1. General Liability. General public comprehensive liability insurance (including contractual liability arising from this Agreement) in the minimum amounts of : (a) Three Million Dollars ($3,000,000.00) bodily injury or death to each person; (b) Three Million Dollars ($3,000,000.00) for property damage resulting from any one accident; and (c) Three Million Dollars ($3,000,000.00) for all other types of liability. 2. Worker's Compensation. Worker's Compensation Insurance within the statutory limits and Employer's Liability Insurance with not less than One Hundred Thousand Dollars ($100,000.00) coverage. 3. Hazard. By reason of Developer's right to use or work in the public ways, Developer's insurance shall cover comprehensive form, premises operations, products/completed operations, explosions and collapse hazard, underground hazard and products, and completed hazard, in the minimum amount of Three Million Dollars ($3,000,000.00) ), which coverage may be provided through Developer’s general liability insurance policy. B. Evidence of Insurance Policies. Before commencing construction of any Property Improvements, Developer shall furnish proof to the City Manager that the foregoing insurance policies have been obtained, along with reasonably satisfactory evidence that the required premiums have been paid. Until the Public Improvements are accepted by the City pursuant to Section 9.E of this Agreement, the Developer shall renew such insurance in a timely manner so at to avoid any penalty or lapse in coverage. The Developer shall deliver proof of such renewal, including proof that any insurance premium has been paid, within ten days of such renewal. Upon request of the City, the Developer shall deliver to the City complete copies of the 83 LF DRAFT 3-31-16 {00010693 6} 26 policies. C. Notice to the City. Each insurance policy shall contain the following endorsement: "It is hereby understood and agreed that this policy may not be canceled or otherwise terminated until 30 days after receipt by the City by registered mail, of a written notice addressed to the City Manager of such intent to cancel or impending termination." Within 30 days after receipt by the City of this notice, and in no event later than 30 days prior to said cancellation or termination, the Developer shall obtain and furnish to the City replacement insurance policies in form and substance acceptable to the City Attorney. SECTION 15. LIABILITY AND INDEMNITY OF CITY. A. City Review. The Developer acknowledges and agrees that the City is not, and shall not be, in any way liable for any damages or injuries that may be sustained as the result of the City’s review and approval of any plans for the Property, the Project, or the Property Improvements, or the issuance of any approvals, permits, certificates, or acceptances, for the development or use of the Property, the Project, or the Property Improvements, and that the City’s review and approval of any such plans and the Property Improvements and issuance of any such approvals, permits, certificates, or acceptances does not, and shall not, in any way, be deemed to insure the Developer, or any of its heirs, successors, assigns, tenants, and licensees, or any third party, against damage or injury of any kind at any time, except as may be caused by the City's gross negligence or willful misconduct and not otherwise protected by the City's statutory immunity. B. City Procedure; Cooperation in Undertaking Corrective Action. The Parties acknowledge and agree that, to the best of their knowledge and understandings, all notices, meetings, and hearings have been properly given and held by the City with respect to the approval of this Agreement, and Parties agree not to challenge such approval on the grounds of any procedural infirmity or of any denial of any procedural right. In addition, the Developer, on behalf of itself and its successors, waives and releases any and all claims it may have regarding (i) the City’s review and approval of this Agreement or any plans for the Property, the Project, the Property Improvements, or the TIF District, or (ii) the issuance to the Developer of any approval, permit, certificate, or acceptance for the Property, the Project, or the Property Improvements. In the event any challenge is asserted with respect to any procedural or substantive infirmity or of any denial of any procedural right with respect to any review, approval, permit, certificate, or acceptance for the Property, the Project, or the Property Improvements, the Parties agree to cooperate with each other in any manner reasonably necessary or appropriate to take corrective action to address any asserted infirmity or denial or procedural right. C. Indemnity. Except with respect to any challenges regarding the establishment of the TIF District or arising from the procedural sufficiency of the approvals by the City, the Developer agrees to, and does hereby, hold harmless and indemnify the City, the Corporate Authorities, and all City elected or appointed officials, officers, employees, agents, representatives, engineers, and attorneys, from any and all claims that may be asserted at any time against any of such parties in connection with (i) the Developer's development, construction, maintenance, or use of any portion of the Property, the Project, or the Property Improvements; 84 LF DRAFT 3-31-16 {00010693 6} 27 and (ii) the performance by the Developer of its obligations under this Agreement, except as may be caused by the City's gross negligence or willful misconduct. D. Developer Defense Expense. The Developer shall, and does hereby agree to, pay all expenses, including reasonable legal fees and administrative expenses, incurred by the City in defending itself with regard to any and all of the claims referenced in Subsection 16C of this Agreement. E. Other Defense Expense. Subject to any corrective action as described in Section 15.B of this Agreement, the City will defend any challenges regarding the establishment of the TIF District or relating to the procedural sufficiency of the City’s approvals relating to the Project or this Agreement. In addition, the City will not oppose any intervention petition by Developer in any suit or action in which the establishment of the TIF District or the procedural sufficiency of the City’s approvals relating to the Project or this Agreement is at issue. The City will cooperate with Developer in defending any such challenges at the City’s sole cost and expense. With respect to any substantive challenges to the approvals relating to the Project, the City will cooperate with Developer in defending such substantive challenges, but the City will have no obligation to incur out-of-pocket expenses in connection with such cooperation; provided that the City may elect to participate directly in the defense of such substantive challenges. SECTION 16. NATURE, SURVIVAL, AND TRANSFER OF OBLIGATIONS. A. Developer agrees not sell or transfer its legal or beneficial interest in all or any portion of the Property, other than the sale of individual Residential Units or a transfer to a Developer Affiliate, prior to receipt of either the first Phase Completion Payment, an applicable Phase Certificate of Completion, or the Certificate of Completion. If the Developer transacts any sale or transfer in violation of this Section 16.A, the Developer shall forfeit its right to receive any reimbursement for Other Developer Expenses pursuant to Section 12 of this Agreement (other than those associated with the TIF Note). Nothing in this provision shall prevent the Developer from conveying a financial interest in the Property, Developer and/or a Developer Affiliate to an institutional investor, joint venturer or lender that is providing financing and/or capital for or on behalf of Developer or a Developer Affiliate, so long as the Developer (or a Developer Affiliate) retains control of the Developer Work. B. All obligations assumed by the Developer under this Agreement shall be binding upon the Developer, upon any and all of the Developer’s heirs, successors, and assigns, and upon any and all of the respective successor legal or beneficial owners of all or any portion of the Property, provided, however, that no such heirs, successors, assigns, or successor owners shall be entitled to receive any reimbursement for Developer Expenses unless Developer gives notice to the City that such right has been assigned. To assure that all such heirs, successors, assigns and successor owners have notice of this Agreement and the obligations created by it, the Developer shall: 1. Deposit with the City Clerk, contemporaneously with the City’s approval of this Agreement, any consents or other documents necessary to authorize the City to record this Agreement with the Lake County Recorder of Deeds; and 2. Notify the City in writing when the Developer transfers a legal or beneficial interest in any 85 LF DRAFT 3-31-16 {00010693 6} 28 portion of the Property, other than the sale of an individual Residential Unit, to any other party; and 3. Incorporate, by reference, this Agreement into any and all real estate sales contracts entered into for the sale of all or any portion of the Property, other than an individual Residential Unit, to any other party; and 4. Require, prior to the transfer of all or any portion of the Property other than an individual Residential Unit, or any legal or equitable interest therein to any other party, the transferee of said portion of the Property to execute an enforceable written agreement, in substantially the form attached as Exhibit G to this Agreement, agreeing to be bound by the provisions of this Agreement ("Transferee Assumption Agreement"), and to provide the City, upon request, with such reasonable assurance of the financial ability of such transferee to meet those obligations as the City may require. The City agrees that upon a successor becoming bound to the personal obligation created in the manner provided in this Agreement and providing the financial assurances required herein, the liability of the Developer shall be released to the extent of the transferee’s assumption of such liability. The failure of the Developer to provide the City with a fully executed copy of a Transferee Assumption Agreement and, if requested by the City, with the transferee’s proposed assurances of financial capability before completing any such transfer shall result in the Developer remaining fully liable for all of the Developer’s obligations under this Agreement but shall not relieve the transferee of its liability for all such obligations as a successor to the Developer. C. Limitation of Owner Obligations and Rights. Except for specific rights and affirmative obligations assigned to the Developer pursuant to the terms of this Agreement, the rights and obligations of all owners of portions of the Property under this Agreement shall be limited to those rights and obligations directly related to or arising out of the portion of the Property owned by such owners. D. Excluded Assignments. This Section does not prohibit, nor require the City's consent to, the collateral assignment of this Agreement to Developer's construction lender or a permanent lender, if required thereby. If any mortgagee or institutional investor shall succeed to Developer’s interest in the Property pursuant to the exercise of remedies under a mortgage or joint venture agreement, whether by foreclosure or deed in lieu of foreclosure, and in conjunction therewith accepts an assignment of Developer’s interest in this Agreement, the City hereby agrees to attorn to and recognize such party as the successor in interest to Developer for all purposes under this Agreement so long as such party accepts all of the obligations and liabilities of Developer hereunder and under the Final PUD Ordinance; provided, however, that: 1. if such party accepts an assignment of Developer’s interest under this Agreement, then such party has no liability under this Agreement for any Event of Default of Developer which accrued prior to the time such party succeeded to the interest of Developer under this Agreement (a “Pre-Existing Default”), in which case Developer shall be solely responsible; but 2. no party who has succeeded to the interest of Developer under this Agreement 86 LF DRAFT 3-31-16 {00010693 6} 29 shall have any right to any permit or approval from the City to the extent that a Pre- Existing Default has resulted in noncompliance under the Final PUD Ordinance unless and until such noncompliance with the Final PUD Ordinance has been corrected. If any mortgagee does not expressly accept an assignment of Developer’s interest hereunder, then such party shall be entitled to no rights and benefits under this Agreement. SECTION 17. TERM. This Agreement shall remain in full force and effect from the Effective Date until the TIF District expires; provided, however, that the Developer’s construction obligations hereunder shall terminate pursuant to certificates of completion issued by the City. SECTION 18. DEVELOPER REPRESENTATIONS, COVENANTS, AND WARRANTIES. The Developer represents, warrants, and covenants, as of the date of this Agreement, that: i. the Developer is an Illinois limited liability company, duly organized, validly existing, qualified to do business in Illinois; ii. the Developer has the right, power, and authority to enter into, execute, deliver and perform this Agreement, and the Developer is in compliance with all Requirements of Law, the failure to comply with which could affect the ability of Developer to perform its obligations under this Agreement; iii. the execution, delivery and performance by the Developer of this Agreement has been duly authorized by all necessary corporate action, and does not and will not violate its organizational documents or articles of incorporation, as amended and supplemented, any of the applicable Requirements of Law, or constitute a breach of or default under, or require any consent under, any agreement, instrument, or document to which the Developer is now a party or by which the Developer is now or may become bound, and the person(s) executing this Agreement on behalf of the Developer is fully authorized to do so; iv. there are no actions or proceedings by or before any court, governmental commission, board, bureau or any other administrative agency pending, affecting the Developer or, to Developer’s knowledge, threatened which would impair its ability to perform under this Agreement; v. the Developer shall apply for and shall maintain all government permits, certificates, and consents necessary to conduct its business and to construct and complete the Project as required by this Agreement; and vi. the Developer has sufficient financial and economic resources to implement and complete its obligations under this Agreement, and the financial information and other written data are true and correct in all 87 LF DRAFT 3-31-16 {00010693 6} 30 material respects as of the dates of such statements and data. There have been no material adverse changes in the business, operations, ownership, or condition (financial or legal) of Developer as disclosed in such statements and data, and Developer has no knowledge of any liabilities, contingent or otherwise, of Developer which might have a material adverse effect upon its ability to perform its obligations under this Agreement. The financial projections provided to the City are the same in all material respects as the financial projections provided by Developer to the provider(s) of the Project financing. SECTION 19. CITY REPRESENTATIONS, COVENANTS, AND WARRANTIES. The City represents, warrants and agrees as the basis for the undertakings on its part contained in this Agreement that: i. The City is a municipal corporation duly organized and validly existing under the law of the State of Illinois and has all requisite corporate power and authority to enter into this Agreement. ii. The execution, delivery and the performance of this Agreement and the consummation by the City of the transactions provided for herein and the compliance with the provisions of this Agreement: (i) have been duly authorized by all necessary corporate action on the part of the City, (ii) require no other consents, approvals or authorizations on the part of the City in connection with the City’s execution and delivery of this Agreement, and (iii) shall not, by lapse of time, giving of notice or otherwise result in any breach of any term, condition, or provision of any indenture, agreement, or other instrument to which the City is subject. iii. The persons executing or attesting this Agreement on behalf of the City are fully authorized to do so. iv. The notices, hearings, other proceedings, actions, and approvals undertaken by or on behalf of the City in connection with this Agreement and the matters described in this Agreement have been completed in the manner required by law, and that there are no proceedings pending or threatened against or affecting the City or the Property in any court or before any governmental authority that involves the possibility of materially or adversely affecting the ability of the City to perform its obligations under this Agreement or the matters described in this Agreement. v. The City has taken or is obligated to take all such actions as may be required to appropriate funds pursuant to Illinois law to satisfy its obligations to the Developer under this Agreement. SECTION 20. ENFORCEMENT. The Parties to this Agreement may, in law or in equity, by suit, action, mandamus, or any other proceeding, including without limitation specific performance, enforce, or compel the 88 LF DRAFT 3-31-16 {00010693 6} 31 performance of this Agreement; provided, however, that the Developer agrees that it will not seek, and does not have the right to seek, to recover a judgment for monetary damages against the City or any elected or appointed officials, officers, employees, agents, representatives, engineers, or attorneys thereof, on account of the negotiation, execution, or breach of any of the terms and conditions of this Agreement; provided further that this limitation does not extend to claims for reimbursement of Developer Expenses pursuant to Section 12 of this Agreement. Notwithstanding the preceding sentence, in the event of a judicial proceeding brought by one Party to this Agreement against the other Party to this Agreement, the prevailing Party in such judicial proceeding shall be entitled to reimbursement from the unsuccessful Party of all costs and expenses, including reasonable attorneys’ fees, incurred in connection with such judicial proceeding. In addition to every other remedy permitted by law for the enforcement of the terms of this Agreement, the City shall be entitled to withhold the issuance of building permits or certificates of occupancy for any Property Improvements at any time the Developer has failed or refused in a material way to meet any of its obligations under this Agreement. SECTION 21. DEFAULT. A. Events of Default by the Developer. Each of the following shall be an “Event of Default” with respect to this Agreement: i. If any material representation made by the Developer in this Agreement, or in any certificate, notice, demand, or request made by a representative of Developer in connection with this Agreement shall prove to be untrue or incorrect in any material respect as of the date made; provided, however, that such default shall constitute an Event of Default only if the Developer does not remedy the default within 30 days after written notice from the City. ii. Default by the Developer for a period of 30 days after written notice thereof in the performance or breach of any covenant contained in this Agreement concerning the existence, structure, or financial condition of the Developer; provided, however, that such default or breach shall not constitute an Event of Default if such default cannot be cured within said 30 days and the Developer, within said 30 days, initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 60 days after such notice. iii. Default by the Developer for a period of 30 days after written notice thereof in the performance or breach of any covenant, warranty, or obligation contained in this Agreement; provided, however, that such default shall not constitute an Event of Default if such default cannot be cured within said 30 days and the Developer, within said 30 days initiates and diligently pursues appropriate measures to remedy the default and in any event cures such default within 60 days after such notice. iv. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Developer in an involuntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other 89 LF DRAFT 3-31-16 {00010693 6} 32 applicable federal or state bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Developer for any substantial part of its property, or ordering the winding-up or liquidation of its affairs and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days. v. The commencement by the Developer of a voluntary case under the federal bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or the consent by the Developer to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or similar official) of the Developer or of any substantial part of the Property, or the making by any such entity of any assignment for the benefit of creditors or the failure of the Developer generally to pay such entity’s debts as such debts become due or the taking of action by the Developer in furtherance of any of the foregoing, or a petition is filed in bankruptcy by others and not dismissed within 60 days after such filing. vi. Failure to have funds to meet the Developer’s obligations; provided, however, that such default shall constitute an Event of Default only if the Developer does not remedy the default within 30 days after written notice from the City. vii. Sale, assignment, or transfer of all or any portion of the Property except in accordance with Section 16 of this Agreement. viii. Material change in the organizational status of the Developer except in accordance with Section 16 of this Agreement. ix. The Developer abandons the Project on the Property. Abandonment shall be deemed to have occurred when work stops for more than 90 consecutive days for any reason other than Force Majeure. x. The Developer fails to comply with the Requirements of Law in relation to the construction and maintenance of the buildings contemplated by this Agreement; provided, however, that such default shall constitute an Event of Default only if the Developer does not remedy the default within 30 days after written notice from the City. xi. A representation or warranty of the Developer is not true for a period of 30 days after written notice from the City. B. Events of Default by the City. The following shall be Events of Default with respect to this Agreement: i. If any material representation made by the City in this Agreement, or in any certificate, notice, demand, or request made by a representative of the City in connection with this Agreement shall prove to be untrue or incorrect in 90 LF DRAFT 3-31-16 {00010693 6} 33 any material respect as of the date made; provided, however, that such default shall constitute an Event of Default only if the City does not remedy the default, within 30 days after written notice from the Developer. ii. Default by the City in the performance or breach of any material covenant contained in this Agreement concerning the existence, structure or financial condition of the City; provided, however, that such default or breach shall constitute an Event of Default if the City does not, within 30 days after written notice from the Developer, initiate and diligently pursue appropriate measures to remedy the default. iii. Default by the City in the performance or breach of any material covenant, warranty, or obligation contained in this Agreement; provided, however, that such default shall not constitute an Event of Default if the City, commences cure within 30 days after written notice from the Developer and in any event cures such default within 60 days after such notice, subject to Force Majeure. C. Remedies for Default. In the case of an Event of Default under this Agreement: i. The defaulting party shall, upon written notice from the non-defaulting party as provided in Section 21.A or 21.B, take immediate action to cure or remedy such Event of Default. If, in such case, any monetary Event of Default is not cured, or if in the case of a non-monetary Event of Default, action is not taken or not diligently pursued, within the time period provided, the non-defaulting party may institute such proceedings as may be necessary or desirable in its opinion to cure or remedy such default or breach, including, but not limited to, proceedings to compel specific performance of the defaulting party’s obligations under this Agreement. ii. In case the City shall have proceeded to enforce its rights under this Agreement and such proceedings shall have been discontinued or abandoned for any reason, then, and in every such case, the Developer and the City shall be restored respectively to their several positions and rights hereunder, and all rights, remedies and powers of the Developer and the City shall continue as though no such proceedings had been taken. SECTION 22. GENERAL PROVISIONS. A. Notice. Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be delivered (i), personally, (ii) by a reputable overnight courier, (iii) by certified mail, return receipt requested, and deposited in the U.S. Mail, postage prepaid, (iv) by facsimile, or (v) by e-mail. Facsimile notices shall be deemed valid only to the extent that they are (a) actually received by the individual to whom addressed and (b) followed by delivery of actual notice in the manner described in either (i), (ii) or (iii) above within three business days thereafter at the appropriate address set forth below. E-mail notices shall be deemed valid and received by the addressee thereof when delivered by e-mail and followed by delivery of actual notice in the manner described in either (i), (ii) or (iii) above within three business days thereafter 91 LF DRAFT 3-31-16 {00010693 6} 34 at the appropriate address set forth below. Unless otherwise expressly provided in this Agreement, notices shall be deemed received upon the earlier of (a) actual receipt; or (b) one (1) business day after deposit with an overnight courier as evidenced by a receipt of deposit; or (b) three (3) business days following deposit in the U.S. mail, as evidenced by a return receipt. By notice complying with the requirements of this Section, each party shall have the right to change the address or the addressee, or both, for all future notices and communications to such party, but no notice of a change of addressee or address shall be effective until actually received. Notices and communications to City shall be addressed to, and delivered at, the following address: City of Lake Forest 220 E. Deerpath Lake Forest, Illinois 60045 Attention: Robert R. Kiely, City Manager Email: kielyr@cityoflakeforest.com With copies to: Cathy Czerniak Director of Community Development City of Lake Forest 800 N. Field Drive Lake Forest, Illinois 60045 Email: czerniac@cityoflakeforest.com and Victor P. Filippini, Jr. Filippini Law Firm 990 Grove Street, Suite 220 Evanston, Illinois 60201 Email: victor.filippini@filippinilawfirm.com Notices and communications to the Developer shall be addressed to, and delivered at, the following address: Focus Development, Inc. 191 Waukegan Road, Suite 202 Northfield, Illinois 60093 Attention: Tim Anderson and Christine Kolb tima@focusdevelopment.com christinek@focusdevelopment.com With a copy to: DLA Piper, LLP (US) 92 LF DRAFT 3-31-16 {00010693 6} 35 203 North LaSalle Street, Suite 1900 Chicago, Illinois 60601 Attention: Paul Shadle and Katie Jahnke Dale Email: paul.shadle@dlapiper.com / katie.dale@dlapiper.com B. Time of the Essence. Time is of the essence in the performance of all terms and provisions of this Agreement. C. Rights Cumulative. Unless expressly provided to the contrary in this Agreement, each and every one of the rights, remedies and benefits provided by this Agreement shall be cumulative and shall not be exclusive of any other such rights, remedies and benefits allowed by law. D. Non-Waiver. Neither Party shall be under any obligation to exercise any of the rights granted to it in this Agreement. The failure of any Party to exercise at any time any such right shall not be deemed or construed to be a waiver thereof, nor shall such failure void or affect that Party's right to enforce such right or any other right. E. Consents. Whenever the consent or approval of any Party hereto is required in this Agreement such consent or approval shall be in writing and shall not be unreasonably withheld or delayed. F. Governing Law. This Agreement shall be governed by, and enforced in accordance with the internal laws, but not the conflicts of laws rules, of the State of Illinois. G. Severability. It is hereby expressed to be the intent of the Parties that should any provision, covenant, agreement, or portion of this Agreement or its application to any person, entity, or property be held invalid by a court of competent jurisdiction, the remaining provisions of this Agreement and the validity, enforceability, and application to any person, entity, or property shall not be impaired thereby, but such remaining provisions shall be interpreted, applied, and enforced so as to achieve, as near as may be, the purpose and intent of this Agreement to the greatest extent permitted by applicable law. H. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes any and all prior agreements and negotiations between the Parties, whether written or oral, relating to the subject matter of this Agreement. I. Grammatical Usage and Construction. In construing this Agreement, feminine or neuter pronouns shall be substituted for those masculine in form and vice versa, and plural terms shall be substituted for singular and singular for plural, in any place in which the context so requires. J. Interpretation. This Agreement shall be construed without regard to the identity of the Party who drafted the various provisions of this Agreement. Moreover, each and every provision of this Agreement shall be construed as though both Parties to this Agreement participated equally in the drafting of this Agreement. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting party shall not be applicable to this Agreement. 93 LF DRAFT 3-31-16 {00010693 6} 36 K. Headings. The table of contents, heading, titles, and captions in this Agreement have been inserted only for convenience and in no way define, limit, extend, or describe the scope or intent of this Agreement. L. Exhibits. Exhibits A through G attached to this Agreement are, by this reference, incorporated in and made a part of this Agreement. In the event of a conflict between an exhibit and the text of this Agreement, the text of this Agreement shall control. M. Amendments and Modifications. No amendment or modification to this Agreement shall be effective unless and until it is reduced to writing and approved and executed by both Parties in accordance with all applicable statutory procedures. N. Changes in Laws. Unless otherwise explicitly provided in this Agreement, any reference to any Requirements of Law shall be deemed to include any modifications of, or amendments to such Requirements of Law as may, from time to time, hereinafter occur. O. Calendar Days and Time. Any reference herein to "day" or "days" shall mean calendar and not business days. If the date for giving of any notice required to be given hereunder or the performance of any obligation hereunder falls on a Saturday, Sunday or Federal holiday, then said notice or obligation may be given or performed on the next business day after such Saturday, Sunday or Federal holiday. P. No Third Party Beneficiaries. No claim as a third party beneficiary under this Agreement by any person, firm or corporation shall be made, or be valid, against the City or the Developer. Q. Estoppel Certificates. Each of the parties hereto agrees to provide (and the City authorizes its attorney to provide) the other, upon not less than ten (10) business days prior request, a certificate (“Estoppel Certificate”) certifying that this Agreement is in full force and effect (unless such is not the case in which such Party shall specify the basis for such claim), that the requesting party is not in default of any term, provision, or condition of this Agreement beyond any applicable notice and cure provision (or specifying each such claimed default) and certifying such other matters reasonably requested by the requesting Party. [SIGNATURES ON FOLLOWING PAGES] 94 LF DRAFT 3-31-16 {00010693 6} 37 SIGNATURE PAGE TO REDEVELOPMENT AGREEMENT IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed to be effective as of the day and year first above written. THE CITY OF LAKE FOREST, an Illinois municipal corporation By: Name: Title: FOCUS ACQUISITION COMPANY LLC, an Illinois limited liability company By: Name: Title: 95 LF DRAFT 3-31-16 {00010693 6} 38 LIST OF EXHIBITS Exhibit A: Legal Description of the Property Exhibit B: City Work Plans Exhibit C: Deferred City Work Exhibit D: Certification Request Form Exhibit E: Correlation of Property Improvements to Residential Unit Occupancy Exhibit F-1: Form of Performance Bond Exhibit F-2: Form of Payment Bond Exhibit F-3: Form of Performance Guaranty Bond Exhibit F-4: Form of Payment Guaranty Bond Exhibit G: Transferee Assumption Agreement 96 LICENSE AGREEMENT This LICENSE AGREEMENT ("Agreement") is made and effective as of _________, 2016 (“Effective Date”), by and between THE CITY OF LAKE FOREST, an Illinois home rule and special charter municipal corporation, (“Licensor”) and FOCUS ACQUISITION COMPANY, LLC, an Illinois limited liability company, (“Licensee”). The Licensor and Licensee shall be collectively known as the “Parties”. R E C I T A L S: A. Licensor owns an approximately 10.596 acre parcel of real property generally located at the northwest corner of Laurel and Western Avenues and legally described in Exhibit A, hereto (“Property”). B. Licensor and Licensee have entered into a Property Purchase and Sale Agreement (“Purchase Agreement”) dated December 8, 2014, as amended, which provides for the sale of the Property by the Licensor to the Licensee. The Purchase Agreement provides that the closing of the purchase and sale of the Property (“Closing”) shall be scheduled upon the fulfillment or waiver of various contingencies and conditions, and the Closing has not yet occurred. C. Subject to the terms and conditions of this Agreement, the Licensor wishes to use certain portions of the Property prior to Closing for the construction and maintenance of a temporary marketing trailer and signage and related activities. D. Licensor desires to grant to Licensee, and Licensee desires to obtain from Licensor, the nonexclusive right to temporarily occupy a portion of the Property as generally depicted on Exhibit B, hereto (“Licensed Premises”) on the terms and conditions set forth in this Agreement. E. Pursuant to this Agreement, the Licensor desires to allow Licensee and its members, guests, customers, agents, and employees (collectively known as the "Users") to access and use the Licensed Premises during the term of this Agreement, subject to the terms and conditions set forth herein. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, duly authorized and intending to be legally bound, agree as follows: 1. INCORPORATION OF RECITALS. The recitals stated above are an integral part of this Agreement and are incorporated into this Agreement by reference and made a part of this Agreement. 2. GRANT OF LICENSE. Licensor hereby grants to Licensee and its Users a non- exclusive license (the “License”), subject to the provisions hereof and through the terms of this Agreement, to utilize the Licensed Premises for the sole purpose of: (a) constructing, installing, maintaining and using a temporary marketing trailer, marketing signage (the “Marketing Signage”), and related facilities (collectively, the “Facilities”), including grading and site preparation activities associated with construction of the Facilities, within the Licensed Premises in conformity with the plans attached hereto as Exhibit C (“Plans”); and (b) for parking and ingress 97 2 and egress to the Licensed Premises and the Facilities as depicted on the Plans. The License shall be on an unallocated basis in common with all other customers, patrons and invitees of the Licensor. The specific terms of the License are as follows: (a) As Is, Condition of Premises. Licensee hereby agrees to accept possession of the Licensed Premises in its "as is" condition. Licensee hereby acknowledges that (i) Licensor has not made any representation or warranty whatsoever, either express or implied (including, without limitation, any implied warranty of habitability or fitness for a particular purpose), respecting the condition of the Licensed Premises, and (ii) Licensor has not made any promise to alter, remodel, or improve the Licensed Premises. (b) Compliance with Plans. Licensee shall construct the Facilities and perform related grading and site preparation work in strict conformity with the Plans. Such site preparation work may include the relocation of existing fencing on the Licensed Premises (the “Relocated Fence”) to an area on the Property and adjacent to the Licensed Premises; provided, however, that Licensee shall be responsible for the maintenance of the Relocated Fence, even though such Relocated Fence shall be and remain the property of the Licensor. Licensee shall make no other changes, modifications, or improvements to the Licensed Premises without the prior written consent of Licensor. The Facilities shall be subject to inspection and approval by the Licensor (through its City Manager or the Manager’s designee), including with respect to the size, design (including colors of the Marketing Signage), and location of the Facilities; provided, however, that no more than one marketing sign not exceed 24 square feet in area may be erected on the Licensed Premises. (c) Parking and Access. Licensee and its Users may use the Licensed Premises for parking of cars and other vehicles only in strict conformity with the Plans. Routes of vehicular and pedestrian ingress and egress to the Licensed Premises shall be as depicted on the Plans or as otherwise approved by the City. Any modifications to the location or design of parking and access facilities shall be subject to prior written approval of the Licensor. (d) Condition of Licensed Premises upon Surrender. If the License is terminated prior to Closing, Licensee shall (i) remove all personal property and restore the Licensed Premises to substantially the same condition that it was in as of the beginning of the License Term, except for grading changes completed in accordance with the Plans; and (ii) return full possession of the Licensed Premises and the Property to Licensor. (e) At-Risk. The Licensee acknowledges and agrees that, to the extent it constructs any Facilities, performs any other work, or makes any expenditures with respect to the Licensed Premises or the Property pursuant to this Agreement, the Licensee undertakes all such work at its own risk and expense. The City’s review, inspection, or acceptance of the Plans, the Facilities, or any other work under this Agreement shall not obligate the City to grant any permits or approvals for further improvements on the Property. In the event that any permit or approval issued for development of the Property (whether granted before or after Closing) requires modification to any work that Licensee has performed or commenced during the term of the License, Licensee shall be required undertake such modification work without cost or expense to the City. (f) Licensee’s Representative. The Licensee shall designate a representative to receive all correspondence and other communications from the City relating to the License and the Licensee’s use of the Licensed Premises under this Agreement. As of the Effective Date, the Licensee’s designated representative is: 98 3 [Name] [Address] [Phone number] [Email] The Licensee shall promptly give the City written notice, in accordance with Section 12, of any changes to the designated representative or his or her contact information. 3. LICENSE ONLY. This Agreement grants certain contractual rights to use and occupy the Licensed Premises as described in this Agreement, but does not grant a leasehold or any other interest in real property to Licensee, its officers, employees, or agents, or any User. No bailment is created and no property interest is conveyed. The Licensor shall retain legal ownership, possession, and control of the Property until Closing. 4. TERM. The term of this License shall be 90 days from its Effective Date, unless terminated sooner as provided in this Agreement. The parties may mutually agree in writing to extend the term of this Agreement. 5. FEE. The Licensee shall pay to the City a license fee of $10.00 (“License Fee”) for the use of the Licensed Premises in its "as-is" condition for the Term. 6. ASSIGNMENTS AND ENCUMBRANCES. (a) Assignments. Licensee shall not give, sell, license, assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of the Licensor, which consent may granted or denied in the Licensor’s sole discretion. (b) Encumbrances. The Licensee shall not encumber, in whole or in part, its rights, obligations, or interests in this Agreement, the Licensed Premises, or the Property without express written consent of the Licensor. (c) Unauthorized Assignments, or Encumbrances. Any assignment or encumbrance in violation of this Section shall be void and, at the Licensor's election, shall constitute an immediate termination of the License. No consent by the Licensor to any assignment or encumbrance shall constitute a waiver of any provision of this Agreement. 7. COMPLIANCE WITH APPLICABLE LAWS. Licensee agrees that its use of the Licensed Premises is required to conform to all applicable laws, statutes, ordinances, requirements, resolutions, rules, and regulations of The City of Lake Forest, County of Lake, State of Illinois, United States of America, and all other governmental bodies and agencies having jurisdiction, and any judicial or administrative orders or interpretations thereof. 8. RULES AND REGULATIONS. Licensee and its Users will comply with all reasonable rules and regulations established by Licensor from time to time covering use of the Licensed Premises or the Property, provided that Licensor notifies Licensee of such rules and regulations. If damage to the Licensed Premises, the Property, or any other property of the Licensor is caused by Licensee or Licensee’s Users in violation of this Agreement or any rules and regulations established by Licensor hereunder, Licensee shall, upon written demand from Licensor, promptly repair or remedy such damage or reimburse Licensor for Licensor's reasonable costs of repairing or remedying such damage. 99 4 9. INDEMNITY. (a) No Liability of Licensor. The Licensor shall not be liable at any time for any claims, damages, costs, or expenses, including reasonable attorney fees, to the extent caused by or arising out of the negligent acts or omissions or willful misconduct in the operations or activities in the Licensed Premises by the Licensee or the Users during the License Term, or a breach of any obligation of the Licensee under this Agreement, or any activity of Licensee while occupying or using the Licensed Premises. (b) Indemnification. Notwithstanding anything to the contrary in this Agreement, and irrespective of any insurance carried by the Licensee for the benefit of the Licensor, the Licensee, to the full extent permitted by law, agrees to protect, indemnify, and hold harmless, and defend the Licensor and its officers, officials, agents, representatives, attorneys, volunteers, and employees (the “Licensor Representatives”) from any and all losses, claims, costs, causes, damages, and expenses including without limitation reasonable attorneys’ fees (“Claims”) that may arise or relate to, or be alleged to have arisen or relate to (a) the Licensee’s performance of, or failure to perform, its obligations under any of the terms or conditions of this Agreement; (b) the Licensee’s maintenance, operation, or use of the Licensed Premises or the Property; or (c) the rights granted herein, and including any personal injuries or death or damages to property directly arising from, relating to, occurring, growing out of, incident to, or resulting from the use and occupancy of the Licensed Premises or the Property by the Licensee. 10. INSURANCE. Licensee shall maintain in full force and effect during the Term the following policies of insurance, with the premiums thereon fully paid on or before the due dates and issued by and binding upon a solvent insurance company licensed to do business in the State of Illinois: (a) a policy or policies of commercial general liability insurance, with a contractual liability endorsement and affording minimum protection (which may be affected by primary and/or excess coverage) of not less than $1,000,000 for personal injury or death in any one occurrence and of not less than $1,000,000 for property damage in any one occurrence, or such greater limits as Licensor may reasonably require from time to time upon notice to Licensee and consistent with limits required of others using properties of the Licensor, and (b) Workers' Compensation and Employers' Liability insurance in the amount required by the State of Illinois, but in any event in an amount which is not less than $1,000,000. All insurance policies hereunder shall name Licensor and Licensor Representatives as an additional insureds and shall provide for thirty (30) days' written notice to Licensor prior to cancellation, non- renewal, or material modification, and, if a "claims made" policy, shall provide for an extended reporting period of not less than one (1) year. 11. TERM; TERMINATION. This Agreement shall terminate on the earliest of (a) its expiration, (b) the date of Closing, or (c) termination in any of the following manners: i. Mutual Agreement. Upon the written agreement of both parties. ii. Violation of Agreement. In the event that the Licensee violates any of the terms or conditions of this Agreement, the Licensor may give the Licensee a written notice of such violation (“Default Notice”) and demand correction or abatement of such violation(s) within a reasonable period of time, which shall be not less than 14 days, or such shorter time as set forth in the Default Notice if the Licensor determines that the violation creates an imminent threat to the public health, safety, or welfare (“Notice 100 5 Period”). Following service of such Default Notice and passage of the Notice Period, if the Licensee has not fully corrected or abated such violation(s) to the Licensor’s reasonable satisfaction, the Licensor has the right to immediately declare a default (a “Default”) of this Agreement and (1) immediately terminate Licensee's rights under this Agreement; (2) cure such Default itself and receive reimbursement from the Licensee for any costs incurred thereby; and (3) pursue any and all remedies provided by law. Notwithstanding the foregoing, the Licensor shall have the right to declare a Default and terminate this Agreement for a failure by the Licensee to correct a violation relating to the payment of money owed to the Licensor in any way relating to the Property if full payment is not made within 30 days following service of a Default Notice. Termination for Default or any other reason shall not excuse Licensee from any liability for any breach of this Agreement. 12. NOTICE. Any notice or communication required to be given to or served upon either party hereto shall be given or served by personal service, express overnight delivery or by mailing the same, postage prepaid, by United States registered or certified mail, return receipt requested, to the following addresses: To Licensee: ________________________ ________________________ ________________________ Attn:____________________ To Licensor: The City of Lake Forest 220 E. Deerpath Road Lake Forest, Illinois 60045 Attn: Robert Kiely, City Manager With copy to: Filippini Law Firm 990 Grove Street, Suite 220 Evanston, Illinois 60201 Attn: Victor Filippini Notice shall be deemed given upon actual receipt in the event of personal service or express overnight delivery, or within three (3) business days in the event of service by certified mail. Either party may designate a substitute person or address at any time by written notice thereof to the other party. 13. GOVERNING LAW AND JURISDICTION. The Agreement will be governed by and construed in accordance with the laws of the State of Illinois. If there is a lawsuit under this Agreement, the Parties hereto agree to submit to the jurisdiction of the Courts of Lake County in the State of Illinois. 14. EXECUTION AND DELIVERY. This License Agreement shall not be deemed effective until both Licensor and Licensee have executed this License Agreement and duplicate originals thereof have been delivered to the respective Parties. 101 6 15. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties and all previous or contemporaneous representations or statements, whether verbal or written, are merged herein. All exhibits referred to are attached to this Agreement and incorporated by reference. This Agreement may be executed in counterparts and may be amended only by a signed written agreement between the Parties. [Signature page to follow.] 102 7 IN WITNESS WHEREOF, the Parties hereto set their hands as of the day and year first above written. FOCUS ACQUISITION COMPANY, LLC __________________________________ By: Its: Attest: ____________________________ CITY OF LAKE FOREST, an Illinois municipal corporation __________________________________ By: Its: Attest: 103 Exhibit A LEGAL DESCRIPTION OF THE PROPERTY 104 Exhibit B DEPICTION OF THE LICENSED PREMISES 105 Exhibit C PLANS 106 4/1/16 Version 1 THE CITY OF LAKE FOREST ORDINANCE NO. 16-___ AN ORDINANCE APPROVING PLANNED DEVELOPMENT SPECIAL USES, GRANTING FINAL SUBDIVISION PLAT AND DEVELOPMENT PLAN APPROVAL, AND GRANTING ARCHITECTURAL AND SITE DESIGN APPROVAL FOR A 10.7 ACRE PARCEL GENERALLY LOCATED AT THE NORTHWEST CORNER OF LAUREL AND WESTERN AVENUES AND LOCATED IN THE B-2 AND GR -2 ZONING DISTRICTS OF THE CITY OF LAKE FOREST WHEREAS, The City of Lake Forest (“City”) is a special charter, home rule municipality existing in accordance with the Illinois Constitution of 1970; and WHEREAS, the City is the owner of record of an approximately 10.7 acre tract of real property generally located at the northwest corner of Laurel and Western Avenues in Lake Forest, Illinois, which property is legally described in Exhibit 1 attached to and, by this reference, made a part of this Ordinance (“Property”); and WHEREAS, the southeastern portion of the Property is located in the B-2 Community Commercial Business District (“B-2 District”) and the remainder of the Property in the GR-2 General Residence District (“GR-2 District”) under the Zoning Code; and WHEREAS, the City had previously used portions of the Property for municipal offices and public works facilities, including storage and maintenance of vehicles and storage of materials (“Municipal Uses”); and WHEREAS, the City has determined that the Property is no longer necessary or desirable for Municipal Uses; and WHEREAS, based on community discussions and review by the Plan Commission and City Council, the City analyzed redevelopment goals for the Property and ultimately determined that redevelopment of the Property with a mix of multi- and single-family residential units is the best option for redevelopment of the Property; and 107 4/1/16 Version 2 WHEREAS, after soliciting qualified developers to present redevelopment proposals for the Property, the City selected Focus Acquisition Company, LLC (“Developer”) as the preferred firm to redevelop the Property; and WHEREAS, the City and Developer thereafter entered into a purchase and sale agreement and an amendment thereto (the “PSA”) for the sale of the Property by the City to the Developer, subject to various terms and conditions; and WHEREAS, the Developer desires to develop the Property under the planned development regulations under the Lake Forest Zoning Code (the “Zoning Code”), being Chapter 159 of the City Code of Lake Forest 2013 (the “City Code”) by subdividing the Property into sixteen buildable lots and five outlots and to develop the Property as a residential development consisting of 111 apartment units, 42 condominium units, and 12 detached single- family homes, plus related improvements including private roadways, utility and drainage easements, pedestrian walkways, and public open space on the outlots, all as further described in this Ordinance (“Proposed Development”); and WHEREAS, Developer, as contract purchaser of the Property, has sought subdivision and zoning approval for the redevelopment of the Property, including approval of a residential planned development for the Property pursuant to the apartment and business planned development provisions of the Zoning Code (collectively, the “Zoning Request”); and WHEREAS, following notice duly published and a public hearing before the Plan Commission regarding the Zoning Request, the City Council granted conditional approval of a tentative subdivision plat and preliminary site plan for the Proposed Development on the Property pursuant to Resolution No. 2015-25 (“Preliminary PUD Approval”); and WHEREAS, pursuant to the terms and conditions of the Preliminary PUD Approval, the Developer has submitted to the City the following for review and recommendation: i. a final plat of subdivision for “Kelmscott Park” consisting of three sheets prepared by Bleck Engineering and dated February 15, 2016 (“Final Subdivision Plat”); 108 4/1/16 Version 3 ii. “Kelmscott Park Subdivision – Final Engineering Plans” consisting of 24 sheets prepared by Bleck Engineering Co., Inc. dated February 15, 2016 with revision to Sheet C11 dated March 21, 2016 (“Final Engineering Plans”); iii. “TIF District Improvement Plans” consisting of 17 sheets prepared by Bleck Engineering Co., Inc. dated February 15, 2016 (“Improvement Plans”); iv. Planned unit development plans, consisting of 20 sheets prepared by Bleck Engineering Co., Inc. and Booth Hansen, with a last revised date of January 14, 2016 (“Final PUD Plans”); v. Conceptual Landscape Plans, consisting of 25 pages prepared by Mariani Landscape, dated January 14, 2016, (“Landscaping Plans”); vi. Final architectural and design plans consisting of 16 sheets and conceptual drawings consisting of 5 sheets, prepared by Booth Hansen and dated October 15, 2015 (“Building Plans”) vii. A tentative plat of condominium consisting of 1 sheet prepared by Bleck Engineering Co., Inc. and dated January 14, 2016 (“Tentative Condominium Plat”); (collectively, the “Final Plans”), copies of which are on file with the City’s Director of Community Development and by this reference are incorporated herein and made a part hereof, and copies of the top sheet of each component of the Final Plans being attached hereto as Exhibit 2 for identification, and incorporated herein; and WHEREAS, pursuant to notice duly published, the Plan Commission did conduct a public hearing on the Zoning Request regarding approval of the Final Plans on December 9, 2015 and January 20, 2016; and WHEREAS, following the close of such public hearing, the Plan Commission evaluated the Final Plans for the Proposed Development based on applicable provisions of the Zoning Code, City Code, and Comprehensive Plan; and WHEREAS, the Plan Commission: (i) found that the Proposed Development generally satisfies the criteria for issuance of: (a) a special use permit for a planned apartment development for the portion of the Property located in the GR-2 District; (b) a special use permit for a planned business development for the portion of the Property located in the B-2 District (collectively, the “Requested SUPs”), and (c) the approval of a parking variance as set forth in 109 4/1/16 Version 4 this Ordinance (“Requested Variance”); and (ii) voted to recommend that the City Council approve the Final Plans and the Requested SUPs and Requested Variance (collectively, the “Requested Zoning Relief”) and submitted to the City Council a report of its recommendations, a copy of which is attached to this Ordinance as Exhibit 3; and WHEREAS, pursuant to notice duly published, the City’s Building Review Board (“BRB”) held public hearings on March 4, 2015, July 28, 2015, September 2, 2015, and October 29, 2015 for consideration of the Building Plans and the architectural, landscape, hardscape, and lighting design aspects of the Proposed Development as depicted on the Final Plans; and WHEREAS, the BRB found that the evidence presented indicated that the construction of the Proposed Development, if undertaken in conformity with the terms and conditions set forth in this Ordinance, will meet the design standards and requirements of Section 150.147 of the City Code and recommended that the City Council approve the Proposed Development, subject to the conditions set forth in the BRB recommendation, a copy of which is attached hereto as Exhibit 4; and WHEREAS, the recommendations of both the Plan Commission and BRB included directions with respect to the grading of the Property, which recommendations have been satisfactorily addressed as part of the Final Plans (as conditioned in Section 8 of this Ordinance, infra); and WHEREAS, pursuant to Resolution No. 2016-___, the City approved a Redevelopment Agreement (“RDA”) with the Developer for the redevelopment of the Property for the Proposed Development, as described in this Ordinance; and WHEREAS, the Mayor and City Council have: (i) considered the proceedings, deliberations, and findings of the Plan Commission and the BRB and the Developer’s submittals and (ii) determined that it is in the best interests of the City and its residents to: (i) accept the recommendations of the Plan Commission and BRB as set forth in Exhibits 3 and 4 hereto, subject to the terms of this Ordinance; (ii) grant conditional approval of the Final Plans; and (iii) 110 4/1/16 Version 5 grant the Requested SUPs and Requested Variance, subject to the terms and conditions set forth in this ordinance; NOW, THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF LAKE FOREST, COUNTY OF LAKE, STATE OF ILLINOIS, as follows: SECTION 1. Recitals. The foregoing recitals are by this reference incorporated into and made a part of this Ordinance as if fully set forth. SECTION 2. Conditional Approval of Final Plans. The City Council hereby grants approval of the Final Plans, as defined above and identified in Exhibit 2, pursuant to Sections 159.047 of the Zoning Code and Section 156.029 of the City's Subdivision Code; provided, however, that such approval shall be subject to the terms and conditions set forth in Section 8 of this Ordinance. SECTION 3. Grant of Special Use Permit for a Planned Apartment Development. Pursuant to Sections 159.045 and 159.047 of the Zoning Code, and subject to the limitations therein as modified and supplemented by the conditions set forth in Section 8 of this Ordinance, the City Council does hereby grant approval of a special use permit for a planned apartment development on the portion of the Property located in the GR-2 District to permit construction and maintenance of the Proposed Development thereon. SECTION 4. Grant of Special Use Permit for a Planned Business Development. Pursuant to Sections 159.045 and 159.047 of the Zoning Code, and subject to the limitations therein as modified and supplemented by the conditions set forth in Section 8 of this Ordinance, the City Council does hereby grant approval of a special use permit for a planned business development on the portion of the Property located in the B-2 District to permit construction and maintenance of the Proposed Development thereon. SECTION 5. Grant of Variation. Pursuant to Section 159.042(F) and subject to the conditions set forth in Section 8 of this Ordinance, the Developer is hereby granted a variance from the off-street parking regulations of the Zoning Code to permit the construction 111 4/1/16 Version 6 and maintenance of the Proposed Development in accordance with the Final Plans, which Final Plans provide for twenty fewer off-street parking spaces than required by the Zoning Code; provided, however, that Developer shall comply with the landbanked parking plan attached to this Ordinance as Exhibit 5 (“Parking Plan”) attached hereto and made a part hereof; and provided further that Developer shall maintain as open space sufficient land for the construction of at least 20 additional off-street parking spaces in accordance with such Parking Plan. In the event that the City determines, based on an analysis of the parking supply and demand in and around the Property, that additional off-street parking spaces are necessary and appropriate to serve the Proposed Development, the City may direct the Developer to construct up to 20 additional off-street parking spaces in accordance with the Parking Plan, and the Developer shall apply for all necessary permits and complete such construction within 270 days after the City’s request, at no cost to the City. SECTION 6. Architectural and Site Design Approval. Pursuant to Section 150.147 of the City Code, and subject to the conditions set forth in Section 8 of this Ordinance, the City Council does hereby grant architectural and site design approval with respect to the Final Plans (and particularly the Building Plans) for the Proposed Development on the Property. SECTION 7. Additional Exceptions. Pursuant to the City’s home rule authority, and notwithstanding anything to the contrary in the Zoning Code or the City Code, to the extent that the Final Plans do not fully conform to the strict requirements set forth in the Zoning Code and City Code, the City Council hereby: (a) finds that the Final Plans advance the public health, safety, and general welfare of the City and its residents; and (b) ordains that the Final Plans are nevertheless approved subject to the terms and conditions of this Ordinance, and particularly Section 8 of this Ordinance. SECTION 8. Conditions on Approval. The approvals granted pursuant to Sections 2 through 7 of this Ordinance shall be subject to the following conditions, restrictions, and limitations, and Owner's failure to abide by the provisions of this Section shall be deemed a 112 4/1/16 Version 7 violation of this Ordinance and the City’s Zoning Code: (a) No Authorization for Development Activity. The approvals granted by this Ordinance shall not be deemed an authorization for Developer to commence any development work on the Property, and no development work shall be permitted or otherwise authorized unless and until all necessary permits, authorizations, and approvals customarily required from the City or any other governmental body or agency have been secured, including without limitation: (i) all necessary permits and approvals from Lake County Stormwater Management, which shall be obtained by the Developer and on file with the City, and (ii) satisfaction of all conditions for issuance of a Watershed Development permit for the Property. Notwithstanding the foregoing, Developer may undertake work on the Property (or a portion thereof) at Developer’s risk pursuant to a license agreement with the City (“License Work”), but any such License Work shall not be deemed authorized under this Ordinance unless and until all conditions for work on the Property have been satisfied. (b) Approvals Contingent on Closing. The approvals granted by this Ordinance (as well as any site development, building, or other permits that may be issued for or in connection with the Proposed Development by the City, exclusive of the License Work) shall become effective only upon the closing of the sale of the Property by the City to the Developer such that fee simple title to the Property is vested in the Developer (the “Closing”). (c) Required Modifications of Final Plans. Notwithstanding their designation as “final” in this Ordinance, the Final Plans shall be subject to modifications as follows: i. The Final Plans shall be modified as required by the review letter dated March 23, 2016 from Daniel Strahan of Gewalt Hamilton Associates, Inc. (the “Review Letter”). ii. The Final Plans shall also be modified to ensure that any inconsistencies between the various components of the Final Plans are corrected to the satisfaction of the City Engineer. iii. To the extent that any element of the Final Plan is not intended to be final as indicated thereon (including without limitation the Landscaping Plans and the Building Plans), Developer shall submit further revisions to such elements of the Final Plan in a manner consistent with the terms of this Ordinance and the City Code, as determined in the reasonable discretion of the City Manager (in consultation with the City Engineer and Director of Community Development). iv. Additional revisions to the Final Plans may be approved by the City Manager, but only if the City Manager determines (after consultation with the City Engineer and Director of Community Development) that such additional revisions substantially conform with the Final Plans incorporated into this Ordinance. v. Any revised versions of the Final Plans (as identified in this Ordinance, supra) 113 4/1/16 Version 8 resulting from the Review Letter or the other provisions of this Section 8(c) shall be deemed to replace the element of the Final Plans so identified without amendment to this Ordinance and shall thereafter be part of the Final Plans for purposes of this Ordinance. The Director of Community Development shall maintain a full set of the then-current version of the Final Plans and shall notify the Developer and City Manager in writing whenever any element of the Final Plans is replaced pursuant to this Section 8(c). (d) Final Condominium Plat. With respect to the condominium buildings depicted on the Final Plans, prior to the closing on the sale of any unit by the Developer to any person, the Developer shall submit one or more final plat(s) of condominium (a “Final Condominium Plat”), which shall be in substantial conformity with the Tentative Condominium Plat and shall be subject to review and approval by the City in accordance with the City Code and other applicable law. To the extent that the City’s Community Development Director and City Engineer have determined that a Final Condominium Plat substantially conforms to the Final Plans and all applicable laws, the City Council pursuant to its home rule authority hereby delegates to the City Manager and Deputy City Clerk authority to execute and attest any Final Condominium Plat. (e) Final Plat of Subdivision. The Final Subdivision Plat shall reflect the following notations: i. Outlot E is a “No Disturbance Area,” and no improvements shall be permitted on Outlot E without City approval. ii. The homeowners’ association for the entire Property is responsible for all ongoing maintenance of all private infrastructure and amenities on the Property including, but not limited to, private roads, on-street parking, underground parking garage and ramps, pedestrian pathways, streetlights, and landscaping. The City shall be granted an easement, in a form acceptable to the City Attorney, to enter the Property and conduct maintenance on such infrastructure and amenities if the City, in its sole discretion after providing the homeowners’ association with notice and an opportunity to take corrective action, determines that proper maintenance is not being performed. The cost for any such work performed by the City or under the City’s direction shall be assessed to the Association and shall constitute a lien upon the Property, and the City shall have the right to foreclose such lien in the name of the City as in the case of foreclosure of liens against real estate. The provisions of this Section 8(e)ii may be memorialized in a separate declaration of covenants so long as such declaration is referenced on the Final Subdivision Plat and recorded contemporaneously therewith. Execution by the City of the Final Subdivision Plat shall be subject to all conditions therefor set forth in the RDA. (f) Declaration of Covenants. Prior to the issuance of any building permits for the Proposed Development, the Developer shall record against the Property a declaration of covenants, conditions, and restrictions that is consistent with the RDA and in a form acceptable to the City Attorney. In addition, such declaration 114 4/1/16 Version 9 of covenants shall authorize the City to require the homeowners’ association to conduct a parking needs analysis by a traffic engineer approved by the City to determine whether it is necessary to implement in whole or in part the Parking Plan; provide, however, that the City may not require such an analysis more than once in any five-year period. (g) Financial Assurances. Prior to the recordation of the Final Subdivision Plat, the Developer shall post all required financial guarantees in accordance with the RDA, the City Code, and applicable law to assure: 1) construction of all infrastructure improvements in accordance with the Final Plans, 2) grading of the site in conformance with the Final Plans, and 3) completion and maintenance of the plantings required by the Landscaping Plan. (h) Oak Tree Maintenance and Replacement. The Developer shall be responsible for the preservation and maintenance of the heritage oak tree (“Oak Tree”) located on Outlot E in the area depicted as “Heritage Oak Park” on the Final PUD Plans. i. Consistent with the “No Disturbance Area” limitations to be included on the Final Subdivision Plat, no improvements or other work activities (including parking or storage of materials, equipment, or vehicles) shall be permitted on Outlot E without City approval, and prior to any development work on the Property Developer shall cause to be installed and maintained appropriate fencing to properly mark the root zone of the Oak Tree on Outlot E. ii. Developer’s obligation for preservation and maintenance shall be consistent with the Landscaping Plan. Additionally, prior to Closing, the City shall retain an independent forestry consultant to make initial and long-term and the initial and recommendations for the preservation and maintenance of the Oak Tree, which recommendations shall be incorporated into Developer’s maintenance and preservation activities. iii. The City shall be permitted to conduct periodic inspections of the Oak Tree during construction of the Proposed Development to ensure compliance with the terms of this Ordinance. Prior to the issuance of any certificate of occupancy for the Proposed Development, the Developer shall prepare and submit to the City an ongoing maintenance plan for the Oak Tree, which shall be subject to review and approval by the City Arborist and the City’s independent consultant. The homeowner’s association for the entire Property shall be responsible for maintaining the Oak Tree in accordance with the approved plan. iv. In the event that the Oak Tree is damaged, diseased, destroyed, or otherwise requires removal, the Developer shall install and maintain landscaping in accordance with the “Heritage Oak Replacement Landscape Planting Plan” consisting of one sheet prepared by Booth Hansen and dated December 30, 2015 (the “Contingent Replacement Plan”), which Contingent Replacement Plan is attached to and made a part of this Ordinance as Exhibit 6. Final details and implementation of the Contingent Replacement Plan shall be subject to the review and approval of the Director of Community Development. 115 4/1/16 Version 10 (i) Tree Preservation and Landscaping. Prior to commencing construction of the Proposed Development, the Developer shall install chain link fencing, in a location approved by the City Arborist, around all trees identified by the City Arborist for preservation on the Property and on adjacent rights-of-way or properties, subject to approval of the owners of those properties. The Developer shall maintain such chain link fencing throughout construction of the Proposed Development, unless otherwise approved by the City Arborist. Prior to the issuance of any building permits for the Proposed Development, the Developer shall submit final planting plans to the City, which shall be subject to review and approval of the City Arborist in accordance with this Ordinance and the Landscaping Plans. The final planting plans shall, in the reasonable discretion of the City Arborist, provide for species diversity, avoid nuisance trees near pedestrian areas, provide for appropriate native species and vegetation, provide appropriate screening and buffering, and provide appropriate streetscape plantings in accordance with the Landscaping Plan. The planting plans shall contain notations stating that: (i) the City Arborist may approve in-field adjustments to the location of plantings or substitution of species, and (ii) landscaping shall be permanently maintained in a form substantially consistent with the approved plans, subject to modifications and species substitutions approved by the City Arborist. The plantings on the Property shall be subject to City inspection and approval at the time of installation and in perpetuity thereafter, and shall further be subject to a landscape maintenance guarantee as provided in the RDA. (j) Construction Activities. Prior to commencing construction of the Proposed Development, the Developer shall prepare and submit to the City a plan for construction staging, materials storage, construction traffic, and construction vehicle parking, which plan shall be subject to review and approval by the City Engineer and Director of Community Development. Such plan shall be designed to minimize congestion on public streets and impacts on neighboring properties, including by minimizing construction traffic during peak traffic periods, including peak periods for school traffic at Lake Forest High School on school days. Construction activities shall be limited to the days and the hours prescribed in the City Code. Under no circumstances is any construction work authorized pursuant to this Ordinance prior to Closing. (k) Building Architecture. The City shall only issue building permits for buildings on the Property with architecture that conforms to the Final Plans (and particularly the Building Plans) and the additional standards set forth for buildings in the BRB Recommendations. (l) Fire Protection. All single-family homes constructed on the Property shall be equipped with residential sprinkler systems for fire protection, which systems shall meet or exceed all applicable standards and requirements of the City’s Fire Prevention Code and other applicable law. (m) Signage and Lighting. Exterior lighting and permanent signage on the Property shall be subject to review and approval of the City pursuant to Section 150.147 of the City Code prior to permitting therefor; except that temporary marketing signage for the Proposed Development shall be allowed in accordance with the RDA, so long as such marketing signage shall not be permitted for more than 42 116 4/1/16 Version 11 months after the Closing unless further approved by action of the City Council. (n) Parking. Except for occasional, short-term parking, all resident, guest, and employee parking shall be accommodated on the Property or in remote public parking areas. Service vehicles and moving trucks shall park and stage on the Property, and not on public streets, to the extent practicable. (o) Fees and Costs. The Developer shall be responsible for paying all applicable fees and costs relating to the granting of the approvals set forth herein in accordance with the Zoning Code or other ordinances or resolutions of the City, including costs associated with the review and approval of plans and other documents to be prepared by the Developer pursuant to this Ordinance, except as otherwise provided in the PSA or the RDA. Any amount not paid within 30 days after delivery of a demand in writing for such payment shall, along with interest and the costs of collection, become a lien upon the Property, and the City shall have the right to foreclose such lien in the name of the City as in the case of foreclosure of liens against real estate. (p) Compliance with Laws. The Zoning Code, the Subdivision Code, the Building Code, and all other applicable ordinances and regulations of the City shall continue to apply to the Property except as expressly stated in this Ordinance, and the development and use of the Property shall be in compliance with all laws and regulations of all other federal, state, and local governments and agencies having jurisdiction. Developer shall be responsible for securing all necessary permits and approvals from all governments and agencies having jurisdiction. Prior to commencing construction of the Proposed Development, the Developer shall submit proof of issuance of all such required permits and approvals, which shall be subject to review and approval by the City Engineer. (q) Transferees. The rights and obligations set forth in this Ordinance shall be binding on the Developer and upon any and all of the Developer’s heirs, successors, and assigns, and upon any and all successor legal or beneficial owners of all or any portion of the Property, other than the purchaser of an individual residential dwelling unit. To the extent that a successor becomes bound to the obligations created herein pursuant to a transferee assumption agreement acceptable to the City in accordance with the RDA, and such successor demonstrates to the City that it has the financial viability to meet the obligations herein, the Developer shall be released from its obligations under this Ordinance to the extent of the transferee’s assumption of such liability. The failure of the Developer to provide the City with an enforceable transferee assumption agreement as herein provided shall result in the Developer remaining fully liable for all of its obligations under this Ordinance but shall neither preclude a transfer nor relieve the transferee of its liability for all such obligations as a successor to Developer. SECTION 9. Effective Date. This Ordinance shall be in full force and effect upon its passage, approval, and publication in pamphlet form in the manner provided by law; provided, however, that the approvals granted by this Ordinance shall have no force or 117 4/1/16 Version 12 effect unless and until the Developer: (i) acquires fee simple title to the Property; and (ii) has caused a duly authorized person to execute and thereafter file with the City the unconditional agreement and consent in the form attached hereto as Exhibit 7 and by this reference incorporated herein and made a part hereof (the “Conditions Precedent”); provided further that, if, within 90 days following the passage of this Ordinance, the Conditions Precedent have not been satisfied, then the City Council may, in its discretion and without public notice or hearing, deem such failure to satisfy the Conditions Precedent as a withdrawal of the application, and repeal this Ordinance and thereby revoke the special use permit, variations, and other approvals granted in this Ordinance. Upon this Ordinance having full force and effect, the City Clerk shall cause it to be recorded in the Office of the Lake County, Illinois Recorder of Deeds. PASSED this ____ day of _________, 2016. AYES: NAYS: ABSENT: APPROVED this ____ day of _________, 2016. Mayor ATTEST: ______________________________________ City Clerk 118 4/1/16 Version 13 EXHIBIT 1 Property Legal Description 119 4/1/16 Version 14 EXHIBIT 2 Final Plans 120 4/1/16 Version 15 EXHIBIT 3 PCZBA Recommendation 121 4/1/16 Version 16 EXHIBIT 4 BRB Recommendation 122 4/1/16 Version 17 EXHIBIT 5 Parking Plan 123 4/1/16 Version 18 EXHIBIT 6 Contingency Replacement Plan 124 4/1/16 Version 19 EXHIBIT 7 Unconditional Agreement and Consent Pursuant to Section Nine of Lake Forest Ordinance No. 16-___, and to induce The City of Lake Forest to grant the Requested Zoning Relief and related approvals provided for in such Ordinance, the undersigned acknowledges for itself and its successors and assigns in title to the Property that it: 1. has read and understands all of the terms and provisions of said Ordinance No. 16-___; 2. hereby unconditionally agrees to accept, consent to, and abide by all of the terms, conditions, restrictions, and provisions of the Ordinance; 3. acknowledges and agrees that the City is not and shall not be, in any way, liable for any damages or injuries that may be sustained as a result of the City’s issuance of any permits or variations for the use of the Property, and that the City’s issuance of any permit or variation does not, and shall not, in any way, be deemed to insure Developer against damage or injury of any kind and at any time; 4. acknowledges that the public notices and hearings have been properly given and held with respect to the adoption of the Ordinance, has considered the possibility of the revocation provided for in the Ordinance, and agrees not to challenge any revocation on the grounds of any procedural infirmity or any denial of any procedural right; 5. agrees to and does hereby hold harmless and indemnify the City, the City’s corporate authorities, and all City elected and appointed officials, officers, employees, agents, representatives, and attorneys, from any and all claims that may, at any time, be asserted against any of these parties in connection with the City’s adoption of the Ordinance, except as otherwise limited by the RDA; and 6. represents and acknowledges that the person signing this Unconditional Agreement and Consent is duly authorized to do so on behalf of Developer. ATTEST: DEVELOPER: FOCUS ACQUISITION COMPANY, LLC By: By: Its: Its: 125