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O-22-09 04-13-2009ORDINANCE NO. ~ - ~,~,-® ~] AN ORDINANCE AUTHORIZING THE EXECUTION OF AN ANNEXATION AGREEMENT FOR AN 11,427 SF COMMERCIAL DEVELOPMENT AT THE NORTHEAST CORNER OF 127Tx STREET AND WALTER ST IN LEMONY, ILLINOIS (AutoZone) ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONY THIS 13th DAY OF APRIL, 2009 Published in pamphlet form by authority of the President and Board of Trustees of the Village of Lemont, Cook, DuPage, and Will Counties, Illinois this 13th day of April, 2009. ORDINANCE NO. a - ~ a,- m ~ AN ORDINANCE AUTHORIZING THE EXECUTION OF AN ANNEXATION AGREEMENT FOR AN 11,427 SF COMMERCIAL DEVELOPMENT AT THE NORTHEAST CORNER OF 127TH STREET AND WALTER ST IN LEMONY, ILLINOIS (AutoZone) WHEREAS, Laura Chejvala, owner of the subject property has petitioned for annexation into the Village of Lemont; and WHEREAS, the Reding Company, LLC is the contract purchaser of the territory which is the subject of an Annexation Agreement is ready, willing, and able to enter into said agreement and perform the obligations as required therein and; and; WHEREAS, a copy of said Annexation Agreement has been attached hereto and included herein; WHEREAS, the statutory procedures provided for in the Illinois Municipal Code for the execution of said agreement have been fully complied with. NOW, THEREFORE, BE IT ORDAINED by the President and Board of Trustees of the Village of Lemont, Counties of Cook, DuPage, and Will, State of Illinois, as follows: Section 1. That the President be and is hereby authorized and directed, and the Village Clerk is directed to attest to a document known as the "AutoZone Annexation Agreement" dated the 13th of April, 2009 a copy of which is attached hereto and made a part hereof. Section 2. That this ordinance shall be in force and effect from and after its passage, approval, and publication in pamphlet form as provided by law. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONY, COUNTIES OF COOK, WILL, AND DU PAGE, ILLINOIS, on this 13th day of April, 2009. AYES NAYS Debby Blatzer ~/ Peter Coules V Clifford Miklos ~/' Brian Reaves ~ Ron Stapleton Jeanette Virgilio d h~ ~ ~ tt~'L'1 ~+ i! PASSED ABSENT Attest: CHARLENE M. S OLLEN, Village Clerk Approved by me this 13`h day of April, 2009. AUTO ZONE ANNEXATION AGREEMENT ARTICLE TITLE I Definitions II Annexation III Zoning and Land Use Restrictions ^ Zoning and Development Plans ^ UDO Exceptions ^ Reversion of PUD & Zoning ^ Other Standards IV Required Improvements ^ Water Supply ^ Sanitary and Storm Sewers ^ Detention Areas ^ Other Improvements V Dedication and Construction of Streets ^ Dedication and Acceptance of Streets ^ Debris VI Construction of Other Improvements VII Maintenance of Public Improvements & Common Areas ^ Owners Guarantee ^ Maintenance Bond VIII Damage to Public Improvements IX Easements and Utilities X Approval of Plans XI Binding Effect and Term and Covenants Running with the Land XII Notices XIII Security Interests XIV Warranties and Representations XV Continuity of Obligations i XVI No Waiver or Relinquishment of Right to Enforce Agreement XVII Village Approval or Direction XVIII Singular and Plural XIX Section Headings and Subheadings XX Recording XXI Authorization to Execute XXII Amendment XXIII Counterparts XXIV Curing Default XXV Conflicts between the Text and Exhibits XXVI Severability XXVII Reimbursement to Village for Legal and Other Fees / Expenses ^ To Effective Date of Agreement ^ From and After Effective Date of Agreement XXVIII Lender Consent XXIX Execution of Agreement EXHIBIT TITLE A Legal Description B Plat of Annexation, prepared by Vasconcelles Engineering Corporation and dated February 03, 2009. C Site Plan, prepared by Vasconcelles Engineering Corporation and dated January 30, 2009. D Site Detail Sheet, prepared by Vasconcelles Engineering Corporation and dated June 16, 2008. ii E Drainage & Grading and Water & Sanitary Services, prepared by Vasconcelles Engineering Corporation and dated February 03, 2009. F Photometric Plan, dated January 30, 2009. G Landscape Plan, prepared by Engineering Associates, Inc. and dated January 15, 2009. H Sign Plan, consisting of three sheets: Monument Sign Plan, prepared by Sign Outlet, dated Febraury 03, 2009; Wall Sign Plan, prepared by Sign Outlet, dated January 29, 2009; and Autozone Wall Sign Plan, prepared by Phil Record, dated June 16, 2008. Color Architectural Elevations, prepared by Autozone and dated March 15, 2009. iii ANNEXATION AGREEMENT THIS ANNEXATION AGREEMENT, is made and entered into this day of , 2009, between the Village of Lemont, a municipal corporation of the Counties of Cook, DuPage and Will, in the State of Illinois (hereinafter referred to as "the VILLAGE"); Laura A. Chejlava as trustee. of the Laura A. Chejlava self-declaration of trust dated November 21, 2007 (hereinafter referred to as "OWNER"); and the Reding Company, LLC (hereinafter referred to as "DEVELOPER"). The VILLAGE, OWNER, and DEVELOPER are hereinafter sometimes referred to individually as a "Party" and collectively as the "Parties"; and, WHEREAS, OWNER is the owner of record of the real estate (hereinafter referred to as the "TERRITORY "), the legal description of which is attached hereto as Exhibit A and by this reference made a part hereof; and, WHEREAS, the OWNER filed a Petition for Annexation of the TERRITORY to the VILLAGE (hereinafter, the "Petition") that requested annexation of the TERRITORY subject to execution of an annexation agreement acceptable to the OWNER, DEVELOPER and the VILLAGE; and, WHEREAS, the TERRITORY has not been annexed to any municipality; and, WHEREAS, the TERRITORY constitutes an area that is contiguous to and may be annexed to the VILLAGE, as provided under the Illinois Municipal Code, 65 ILCS 5/7-1-1, et. seq.; and, WHEREAS, the OWNER, DEVELOPER and VILLAGE agree that they will be bound by the terms of this Annexation Agreement; and, WHEREAS, the VILLAGE would extend its zoning, building, health and other municipal regulations and ordinances over the TERRITORY, thereby protecting the VILLAGE from possible undesirable or inharmonious use and development of unincorporated areas surrounding the VILLAGE; and, WHEREAS, the new boundaries of the VILLAGE, resulting from this Annexation shall extend to the far side of every highway and shall include all of every highway not already annexed; and, WHEREAS, the parties desire, pursuant to Chapter 65, Article 5, Section 11-15.1 of the Illinois Municipal Code, to enter into an Agreement with respect to Annexation of the TERRITORY and various other matters; and, WHEREAS, pursuant to the provisions of the Statute, the corporate authority of the VII,LAGE has duly fixed a time for and held a hearing upon the Annexation Agreement and has given notice of said hearing; and, WHEREAS, the corporate authority of the VILLAGE has considered the Annexation of the TERRITORY described in the Petition and has determined that the best interest of the VILLAGE will be met if the TERRITORY is annexed to the VILLAGE and developed in accordance with the provisions of the Agreement. NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants hereinafter contained, the Parties agree as follows: DEFINITIONS BUILDING CODE The code or codes governing the erection and maintenance of buildings. COMMON AREA A parcel of land or an area of water, or combination thereof, and any improvements thereon, within a designated development tract (such as a subdivision) which is designed for common use or benefit and not reserved for the exclusive use or benefit of an individual tenant or owner. Examples of common areas include, but are not limited to: green open spaces, parking lots, and pedestrian walkways. FINAL ENGINEERING PLAN A plan, signed and sealed by a licensed professional engineer registered in the state of Illinois that meets the requirements for a final engineering plan in the Unified Development Ordinance. A final engineering plan depicts all public and private support facilities including, but not limited to: roads, sidewalks, drainage ditches, culverts and water retention areas, sanitary sewers, storm sewers, water supply lines, and illumination. FINAL LANDSCAPING PLAN A plan, signed and sealed by a registered landscape architect that meets the requirements for a final landscape plan in the Unified Development Ordinance. FINAL PLAT A plat of all or a portion of a subdivision or site plan that is presented to the Village for final approval. PLAT A document, prepared by a registered surveyor or engineer that delineates a tract of land, showing the boundaries and locations of individual properties and streets. PLAT OF ANNEXATION A plat that depicts the property to be annexed. PROPERTY A lot, parcel, tract or plot of land together with the buildings a_nd structures thereon. PUBLIC IMPROVEMENT Any improvement, facility, or service together with its associated public site orright-of--way necessary to provide transportation, drainage, public or private utilities, energy, or other essential services. UNIFIED DEVELOPMENT ORDINANCE Ordinance 0-7-08, as amended. II ANNEXATION Subject to the provisions of Chapter 65, Article 5 Section 7 of the Illinois Municipal Code, the parties hereto respectively agree to do all things necessary or appropriate to cause the TERRITORY to be validly annexed to the VILLAGE as promptly as possible after execution of this agreement. The Plat of Annexation of said TERRITORY is attached hereto as Exhibit "B". Said Plat extends the new boundaries of the VILLAGE to the far side of any adjacent highway not already annexed and includes all of every highway within the TERRITORY so annexed. Upon adoption of an ordinance annexing the TERRITORY to the VILLAGE, the Village Clerk shall cause a copy of said ordinance and said Plat to be duly recorded with the Cook County Recorder, and duly filed with the Cook County Clerk. The Village Clerk shall also send notice of annexation of the TERRITORY to the Cook County Elections Department and the U.S. Post Office branch serving the TERRITORY by certified or registered mail. III ZONING AND LAND USE RESTRICTIONS Zoning & Development Plans. Upon the Annexation of the TERRITORY to the VILLAGE, the parcel(s) shown on the Plat of Annexation attached as Exhibit "B" shall be classified under the existing zoning ordinance, as amended, as B-1, Office/Retail Transitional District. Prior to the date of this Agreement, such public hearings as are necessary to enable the VILLAGE lawfully to grant said zoning classification as to the TERRITORY have been conducted upon proper notice, and no further action need be taken by the OWNER/DEVELOPER to cause the TERRITORY to be rezoned as B-1 once the TERRITORY is annexed to the VILLAGE. The TERRITORY shall be developed in accordance with the following plans: the Site Plan, prepared by Vasconcelles Engineering Corporation and dated January 30, 2009, attached hereto and incorporated herein as Exhibit C; and the Site Detail Sheet, prepared by Vasconcelles Engineering Corporation and dated June 16, 2008, attached hereto and incorporated herein as Exhibit D; and the Drainage & Grading & Water & Sanitary Services, prepared by Vasconcelles Engineering Corporation and dated February 03, 2009, attached hereto and incorporated herein as Exhibit E; and the Photometric Plan, dated January 30, 2009, attached hereto and incorporated herein as Exhibit F; and the Landscape Plan, prepared by Engineering Associates, Inc. and dated January 15, 2009, attached hereto and incorporated herein as Exhibit G; and the Sign Plan, consisting of three sheets: Monument Sign Plan, prepared by Sign Outlet, dated Febraury 03, 2009; Wall Sign Plan, prepared by Sign Outlet, dated January 29, 2009; and Autozone Wall Sign Plan, prepared by Phil Record, dated June 16, 2008, attached hereto and incorporated herein as Exhibit H; and the color Architectural Elevations, prepared by Autozone and dated March 15, 2009, attached hereto and incorporated herein as Exhibit I. UDO Exceptions. The Planned Unit Development Ordinance (UDO) of the Village makes provision for exceptions to the requirements of the Unified Development Ordinance in order to promote and allow innovation and flexibility of design in keeping with the public interest and welfare. As provided for in Chapter 17.08 (Planned Unit Developments) of the Lemont Unified Development Ordinance, the VILLAGE has deemed it appropriate to approve the following selected bulk exceptions as part of the Planned Unit Development for Autozone: A variation is granted to UDO Section 17.07.030.A to allow a reduced transition yard of 10 feet, six inches along the east property line, as shown on the site plan; A variation is granted to UDO Section 17.11.140.B.2 to allow a 74 square foot monument sign, as shown on the sign plan; A variation to UDO Section 17.20.OSO.B to allow landscaping to be placed on the subject site, rather than in the parkway along Walter Street, as shown on the landscape plan; A variation is granted to UDO Section 17.20.070.C. to allow parking lot islands which are less than nine feet by nine feet, as shown on the site plan; A variation is granted to UDO Section 17.21.030.A to allow reduced brick, native stone, architectural panels or hardie plank on the south elevation of the building, as shown on the architectural elevations; and A variation is granted to UDO Section 17.21.030.E to allow a reduced number of elements that serve to create clearly defined customer entrances, as shown on the architectural elevations. The conditions of the Annexation Agreement relating to the development of the TERRITORY incorporated herein by reference and made a condition to the grant of this special use zoning for the planned unit development shall survive the expiration of the Annexation Agreement and shall remain in effect unless or until the zoning of the property has been altered in accordance with law. Reversion of PUD and Zoning. The Planned Unit Development approval, and the bulk exceptions granted therein, shall lapse in the event the OWNER/DEVELOPER does not file a complete application for a PUD final plan/plat within one year of the effective date of this Annexation Agreement. In the event the OWNER/DEVELOPER does not file a complete application for a PUD final plan/plat within one year of the effective date of this Annexation Agreement the zoning of the TERRITORY shall revert to the R-1 Single-Family zoning district. Other Standards. The Village agrees that the above standards shall govern with respect to the development of the TERRITORY in any case in which the standards of the Unified Development Ordinance now or hereafter shall conflict with the standards listed above. The Village agrees that the above standards shall govern with respect to development of the TERRITORY in any case in which there no applicable standards are provided in the Unified Development Ordinance. - In any case in which the Unified Development Ordinance contains applicable standards that do not conflict with the above standards, the standards of the Unified Development Ordinance shall govern with respect to the development of the TERRITORY. It is understood and agreed, except as otherwise provided for herein, the Unified Development Ordinance, Building Code and all other ordinances including all fees and charges of the VILLAGE, shall not be frozen during the term of this Agreement, and such ordinances, as the same may from time to time be amended and enforced throughout the VILLAGE, shall apply to the TERRITORY. In the case of a comprehensive amendment to the VII,LAGE'S Zoning Ordinance, the TERRITORY shall be designated the zoning district most comparable to the B-l. IV REQUIRED IMPROVEMENTS Water Supply. Unless otherwise approved as part of this agreement, the OWNER/DEVELOPER shall construct and install at their expense all necessary water mains to service the TERRITORY. All water mains shall be constructed and installed in accordance with the Unified Development Ordinance of the VILLAGE and final engineering plans approved by the VILLAGE. The VILLAGE agrees to permit connection of the aforementioned water mains to the water facilities of the VILLAGE and to furnish water service on the same basis as said services are furnished to other parts of the VILLAGE. Sanitary and Storm Sewers. Unless otherwise approved as part of this agreement, the OWNER/DEVELOPER shall construct and install at their expense all necessary sanitary and storm sewers to service the TERRITORY in accordance with the Unified Development Ordinance of the VILLAGE and final engineering plans approved by the VILLAGE. The VILLAGE agrees to permit connection of the aforementioned sanitary sewers to the sanitary sewer facilities of the VILLAGE and to furnish sewer service on the same basis as said services are furnished to other parts of the VILLAGE. The OWNER/DEVELOPER agrees that no surface water is to be discharged into the sanitary sewerage collection system and will make adequate provisions that this will not occur. Tap-on fees required by the Village shall not be waived. All sanitary and storm sewers shall be owned and maintained by the OWNER/DEVELOPER, with right of access by the Village for emergency management purposes. Detention Areas. Unless otherwise approved as part of this agreement, the OWNER/DEVELOPER agrees to construct and install at their expense detention basin(s) and appurtenant structures such as drains, inlets, and outlets in accordance with the Unified Development Ordinance of the VILLAGE and final engineering plans approved by the VILLAGE. The stormwater detention basin(s) and appurtenant structures is/are to be conveyed to and owned by the OWNER/DEVELOPER. Other Improvements. Unless otherwise approved as part of this agreement, the OWNER/DEVELOPER agrees to construct and install at their expense all other improvements in accordance with the requirements of the Unified Development Ordinance of the VILLAGE and final engineering plans approved by the VILLAGE. V DEDICATION AND CONSTRUCTION OF STREETS Dedication and Acceptance of Streets. The OWNER/DEVELOPER shall provide access the site. Any street right-of--way not already dedicated at the time of annexation shall be dedicated in the final plat. The Village shall accept the dedication of said street right-of--way and the construction of streets and/or public sidewalks upon the completion by the OWNER/DEVELOPER of said improvements in accordance with the Village's construction standards and Unified Development Ordinance, as modified by the Agreement. The acceptance by the Village shall be evidenced by a corporate resolution. It is understood that in constructing the streets and/or public sidewalks the OWNER/DEVELOPER shall post a letter of credit after which the OWNER/DEVELOPER may proceed to construct said streets and/or sidewalks. Except as otherwise provided herein, after dedication of any street right-of--way at the time of final plat, the VILLAGE shall enforce traffic and other regulations as to the street right-of--way. All deliveries of construction supplies or materials shall be restricted to certain streets or temporary haul roads designated by the VILLLAGE. Debris. The OWNER/DEVELOPER shall be required to keep all streets within and adjoining the TERRITORY free from mud and debris generated by any new construction activity on the TERRITORY. VI CONSTRUCTION OF OTHER IMPROVEMENTS The construction and installation of the public improvements to be done by the OWNER/DEVELOPER may be commenced at any time after the OWNER/DEVELOPER received a site development permit from the VILLAGE and has delivered to the VILLAGE an irrevocable letter of credit, in a form satisfactory to, and from a bank or other financial institution approved by, the VILLAGE in the amount of 115% of the OWNER/DEVELOPER Engineer's estimate of the cost of construction and installation of all such public improvements as approved by the VILLAGE Engineer, including all required lighting, sidewalks, landscaping, street trees, sewer and water lines and storm water management facilities, except to the extent such facilities are to remain private. At no time shall the Letter of Credit funds be utilized by the OWNER/DEVELOPER for the future payment of contractors, materials, salaries and wages, and the like. The VILLAGE makes no guarantees regarding the timely reduction of said Letter of Credit and therefore should not be used for time-sensitive payment purposes. The VILLAGE Engineer may, in his/her discretion, recommend the amount of said letter of credit to be reduced, from time to time, as major public improvements are completed, upon approval of the VILLAGE Board. The OWNER/DEVELOPER, at the OWNER/DEVELOPER's own cost, agrees to provide the VILLAGE "as built", engineering plans and specifications upon substantial completion of the public improvements or at the request of the VILLAGE Engineer but in no event later than the time required by the Unified Development Ordinance as amended. All of the public improvements contemplated herein shall, upon acceptance thereof by the VILLAGE, become the property of VILLAGE and be integrated with the municipal facilities now in existence or hereinafter constructed and VILLAGE thereafter agrees to maintain said public improvements. Acceptance of said public improvements shall be by resolution of the President and Board of Trustees only after the VILLAGE Engineer or VILLAGE Engineer Consultant has issued his Certificate of Inspection affirming the improvements have been constructed in accordance with approved Engineering Plans and Specifications. OWNER/DEVELOPER agrees to convey by appropriate instrument and VILLAGE agrees to promptly accept, subject to terms hereof, the public improvements constructed in accordance with the Approved Engineering Plans and Specifications. The OWNER/DEVELOPER agrees not to let debris or excessive construction waste accumulate on the TERRITORY. VII MAINTENANCE OF PUBLIC IMPROVEMENTS & COMMON AREAS Owners Guarantee. The OWNER/DEVELOPER hereby guarantees the prompt and satisfactory correction of all defects and deficiencies in the improvements that occur or become evident within two (2) years after approval and any acceptance of the improvements by the VILLAGE pursuant to this agreement. If any defect or deficiency occurs or becomes evident during the two (2) year period, then the OWNER/DEVELOPER shall, after ten days' prior written notice from the VILLAGE (subject to Force Majeure), correct it or cause it to be corrected. In the event any improvement is repaired or replaced pursuant to the demand of the VILLAGE, the Guarantee provided in this Section VII shall be extended, as to the repair or replacement, for two (2) full years from the date of the repair or replacement. If any public improvements or common areas within the TERRITORY are to be privately owned and maintained, then the OWNER/DEVELOPER shall, at its sole cost and expense, maintain the improvements and areas within the TERRITORY without any modification, except as specifically approved by the VILLAGE, in a first-rate condition at all times unless an owners' association is established and assumes responsibility for improvements or areas. In the event the VILLAGE determines, in the VILLAGE'S sole and absolute discretion, that the OWNER/DEVELOPER is not adequately maintaining, or has not adequately maintained, any improvement or area, the VILLAGE shall have the right, but not the obligation, after ten days' prior written notice to the OWNER/DEVELOPER, to enter on any or all of the TERRITORY for the purpose of performing maintenance work on any affected improvement or area. In the event that The VILLAGE shall cause to be performed any work pursuant to this Section VII the VILLAGE shall have the right to draw from the performance securities deposited pursuant to this Section of the agreement, or the right to demand immediate payment directly from the OWNER/DEVELOPERbcsed on costs actually incurred or on the VILLAGE'S reasonable estimates of costs to be incurred, an amount of money sufficient to defray the entire costs of the work, including without limitation legal fees and administrative expenses. The OWNER/DEVELOPER shall, after demand the VILLAGE, pay the required amount to the VILLAGE. If an owners' association is established and assumes responsibility for any public improvements and/or common areas within the TERRITORY, the owners' association shall, at its sole cost and expense, maintain the improvements and areas without any modification, except as specifically approved by the VILLAGE, in a first-rate condition at all times. In the event the VILLAGE determines, in the VILLAGE'S sole and absolute discretion, that the owners' association is not adequately maintaining, or has not adequately maintained, any improvement or area, the VILLAGE shall have the right, but not the obligation, after ten days' prior written notice to the owners' association, to enter on any or all of the TERRITORY for the purpose of performing maintenance work on any affected improvement or area. In the event that the VILLAGE shall cause to be performed any work pursuant to this Section VII the VILLAGE shall have the right (i) to assess the membership of the owners' association for that work, (ii) to file a lien against the property of the owners' association or the property of any member failing to pay the assessment, and (iii) to enforce the lien in the manner provided by law for mortgage foreclosure proceedings. Maintenance Bond. At the time or times of acceptance by the VILLAGE of the installation of any part, component, or all of any public improvement in accordance with this Section, or any other section of the Agreement, the OWNER/DEVELOPER shall deposit with the VILLAGE a maintenance bond in the amount often percent (10%) of the cost of the installation of the public improvement accepted by VILLAGE. This bond shall be deposited with the VILLAGE and shall be held by the VILLAGE for a period of twenty-four (24) months after completion and acceptance of all improvements. In the event of a defect in material and/or workmanship within said period, then said security shall not be returned until correction of said defect and acceptance by the VILLAGE of said corrections. VIII DAMAGE TO PUBLIC IMPROVEMENTS The OWNER/DEVELOPER shall replace and repair any damage to public improvements installed within, under or upon the subject realty resulting from construction activities by OWNER/DEVELOPER, their successors or assigns and their employees, agents, contractors or subcontractors during the term of this Agreement. The OWNER/DEVELOPER shall have no obligation hereunder with respect to damage resulting from ordinary usage, wear and tear. IX EASEMENTS AND UTILITIES The OWNER/DEVELOPER agrees to grant to the VILLAGE, and/or obtain grants to the VILLAGE of, all necessary easements for the extension of sewer, water, street, or other utilities, including cable television, or for other improvements, subject to the provisions of the Unified Development Ordinance which may serve not only the TERRITORY, but other TERRITORY in the general area, if requested by the VILLAGE in the future. All such easements to be granted shall name the VILLAGE and/or other appropriate entities designated by the VILLAGE as grantee thereunder. It shall be the responsibility of the OWNER/DEVELOPER to obtain all easements, both on site and off site, necessary to serve the TERRITORY. All electricity, telephone, cable television and gas lines shall be installed underground, the location of which underground utilities shall be at the OWNER/DEVELOPER's option, upon approval of the respective utility company. X APPROVAL OF PLANS The VILLAGE agrees to expeditiously take action to approve or disapprove all plats, plans, and engineering submitted to VILLAGE by the OWNER/DEVELOPER. If the VILLAGE shall determine that any such submission is not in substantial accordance with this Agreement and applicable ordinances, the VILLAGE shall promptly notify the OWNER/DEVELOPER in writing of the specific objection to any such submission so that the OWNER/DEVELOPER can make any required corrections or revisions. XI BINDING EFFECT AND TERM AND COVENANTS RUNNING WITH THE LAND This Agreement shall be binding upon and insure to the benefit of the parties hereto, successor OWNERS of record of the TERRITORY, assignees, lessees, and upon any successor municipal authorities of said VILLAGE and successor municipalities, for a period of 20 years from the date of execution hereof. The terms and conditions of this Agreement relative to the payment of monies to the various VILLAGE recapture funds, contributions to the VILLAGE construction and/or dedication of public improvements, granting of easements to the VILLAGE, dedication of rights- of-way to the VILLAGE and the development standards established herein shall constitute covenants which shall run with the land. It is further agreed that any party to this Agreement, either in law or in equity, by suit, action, mandamus, or other proceeding may enforce or compel the performance of this Agreement, or have other such relief for the breach thereof as may be authorized by law or that by law or in equity is available to them. XII NOTICES Unless otherwise notified in writing, all notices, requests and demands shall be in writing and shall be personally delivered to or mailed by United States Postal Service certified mail, postage prepaid and return receipt requested, as follows: For the VILLAGE: Village President 418 Main Street Lemont, IL 60439 and Village Clerk 418 Main Street Lemont, IL 60439 and Village Administrator 418 Main Street Lemont, IL 60439 For OWNER/DEVELOPER: Joseph S. Reding 2460 Executive Drive Suite #114 St. Charles, Missouri 63303 Or such other addresses that any party hereto may designate in writing to the other parties pursuant to the provisions of this Section. 10 XIII SECURTYINTERESTS The OWNER/DEVELOPER shall provide the VILLAGE with written approval(s) satisfactory to the VILLAGE of any mortgage; lien holder or holder of any security interest, affecting title to the TERRITORY or any part thereof so that this agreement shall be superior to any such mortgage, lien, or other security interest and the OWNER/DEVELOPER shall provide same to the VILLAGE prior to execution and recording of this agreement; and If there are no mortgages, liens, or other security interests affecting title to the TERRITORY or any part thereof, then the OWNER shall affirmatively state so in said Petition(s) for Annexation. XIV WARRANTIES AND REPRESENTATIONS The OWNER/DEVELOPER represents and warrants to the VILLAGE as follows: That Laura A. Chejlava as trustee of the Laura A. Chejlava self-declaration of trust dated November 21, 2007, identified on page 1 hereof is the OWNER as legal title holder; and That the DEVELOPER proposes to develop the TERRITORY in the manner contemplated under this Agreement; and That other than the OWNER/DEVELOPER, no other entity or person has any interest in the TERRITORY or it development as herein proposed; and That the OWNER/DEVELOPER has provided the legal description of the TERRITORY set forth in this Agreement and the attached exhibits and that said legal description and exhibits are accurate and correct. XV CONTINUITY OF OBLIGATIONS Notwithstanding any provisions of this Agreement to the contrary, including but not limited to the sale and/or conveyance of all or any part of the TERRITORY by the OWNER/DEVELOPER, the OWNER/DEVELOPER shall at all times during the term of this Agreement remain liable to VILLAGE for the faithful performance of all obligations imposed upon them by this Agreement until such obligations have been fully performed or until VILLAGE, at its sole option, has otherwise released OWNER/DEVELOPER and from any or all of such obligations. However, upon transfer of title of the TERRITORY from the OWNER to 11 the DEVELOPER, the OWNER shall be relieved of any and all obligations imposed by this agreement. XVI NO WAIVER OR RELINQUISHMENT OF RIGHT TO ENFORCE AGREEMENT Failure of any party to this Agreement to insist upon the strict and prompt performance of the terms covenants, agreements, and conditions herein contained, or any of them, upon any other party imposed, shall not constitute or be construed as a waiver or relinquishment of any party's right thereafter to enforce any such term, covenant, agreement or condition, but the same shall continue in full force and effect. XVII VILLAGE APPROVAL OR DIRECTION Where VILLAGE approval or direction is required by this Agreement, such approval or direction means the approval or direction of the Corporate Authorities of the VILLAGE unless otherwise expressly provided or required by law, and any such approval may be required to be given only after and if all requirements for granting such approval have been met, unless such requirements are inconsistent with this Agreement. XIII SINGULAR AND PLURAL Wherever appropriate in this Agreement, the singular shall include the plural, and the plural shall include the singular. XIX SECTION HEADINGS AND SUBHEADINGS All section headings or other headings in this Agreement are for general aid of the reader and shall not limit the plain meaning or application of any of the provisions thereunder whether covered or relevant to such heading or not. 12 XX RECORDING A copy of this Agreement and any amendments thereto shall be recorded by the VILLAGE at the expense of the OWNER/DEVELOPERtyithin 30 days after the execution hereof. XXI AUTHORIZATION TO EXECUTE The President and Clerk of the VILLAGE hereby warrant that they have been lawfully authorized by the VILLAGE Board of the VILLAGE to execute this Agreement. The OWNER/DEVELOPER and VILLAGE shall, upon request, deliver to each other at the respective time such entities cause their authorized agents to affix their signatures hereto copies of all bylaws, resolutions, ordinances, partnership agreements, letters of direction or other documents required to legally evidence the authority to so execute this Agreement on behalf of the respective parties. XXII AMENDMENT This Agreement sets forth all the promises, inducements, agreements, conditions and understandings between the parties hereto relative to the subject matter thereof, and there are no promises, agreements, conditions or understandings, either oral or written, express or implied, between them, other than are herein set forth. Except as herein otherwise provided, no subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the parties hereto unless authorized in accordance with law and reduced in writing and signed by them. XXIII COUNTERPARTS This Agreement maybe executed in two or more counterparts, each of which taken together, shall constitute one and the same instrument. 13 XXIV CURING DEFAULT It is understood by the parties hereto that time is of the essence of this Agreement. The parties to this Agreement reserve a right to cure any default hereunder within fifteen (15) days from written notice of such default. XXV CONFLICT BETWEEN THE TEXT AND EXHIBITS In the event of a conflict in the provisions of the text of this Agreement and the Exhibits attached hereto, the text of the Agreement shall control and govern. XXVI SEVERABILITY If any provision of this Agreement is held invalid by a court of competent jurisdiction or in the event such court shall determine that the VILLAGE does not have the power to perform any such provisions, such provision shall be deemed to be excised here from and the invalidity thereof shall not affect any of the other provisions contained herein, and such judgment or decree shall relieve the VILLAGE from performance under such invalidity thereof shall not affect any of the other provisions contained herein, and such judgment or decree shall relieve the VILLAGE from performance under such invalid provision of this Agreement. XXVII REIMBURSEMENT TO VILLAGE FOR LEGAL AND OTHER FEES /EXPENSES To Effective Date of Agreement. The OWNER/DEVELOPER, concurrently with annexation and zoning of the TERRITORY or so much thereof as required, shall reimburse the VILLAGE for the following expenses incurred in the preparation and review of this Agreement, and any ordinances, letters of credits, plats, easements or other documents relating to the TERRITORY: all attorney's fees incurred by the VILLAGE; and Miscellaneous VILLAGE expenses, such as legal publication costs, recording fees and copying expenses; and From and After Effective Date of Agreement. Except as provided in the paragraph immediately following this paragraph, upon demand by VILLAGE made by and through its 14 President, the OWNER from time to time shall promptly reimburse VILLAGE, for all enumerated reasonable expenses and costs incurred by VILLAGE in the administration of the Agreement, including and limited to engineering fees, cost of any easements, attorney's fees and out of pocket expenses involving various and sundry matters such as, but not limited to, preparation and publication, if any, of all notices, resolutions, ordinances, and other documents required hereunder, and the negotiation and preparation of letters of credit and escrow agreements to be entered into as security for the completion of land improvements. Such costs and expenses incurred by the VILLAGE in the administration of the Agreement shall be evidence to the OWNER/DEVELOPER upon its request, by a sworn statement of the VILLAGE; and such costs and expenses may be further confirmed by the OWNER/DEVELOPER at its option from additional documents relevant to determining such costs and expenses as designated from time to time by the OWNER/DEVELOPER. Notwithstanding the immediately preceding paragraph, OWNER/DEVELOPER shall in no event be required to reimburse VILLAGE or pay for any expenses or costs of VILLAGE as aforesaid more than once, whether such are reimbursed or paid through special assessment proceedings, through fees established by VILLAGE ordinances or otherwise. In the event that any third party or parties institute any legal proceedings against the OWNER/DEVELOPER and/or the VILLAGE, which relate to the validity or any terms of this Agreement, then, in that event, the OWNER, upon written notice from VILLAGE, shall assume, fully and vigorously, the entire defense of such lawsuit and the expenses of whatever nature relating thereto, provided, however: The OWNER/DEVELOPER shall not make any settlement or compromise of the lawsuit, or fail to pursue any available avenue of appeal of any adverse judgment, without the approval of the VILLAGE, which approval shall not be unreasonable withheld; and If the Village, in its sole discretion, determines there is or may probably be, a conflict of interest between the VII,LAGE and the OWNER/DEVELOPER, on an issue of importance to the VILLAGE having a potentially substantial adverse affect on the VILLAGE, then the VILLAGE shall have the option of being represented by its own legal counsel. In the event the VILLAGE exercises such option, then the OWNER/DEVELOPER shall reimburse the VII,LAGE from time to time on written demand from the President of the VILLAGE and notice of the amount due for any expenses, including but not limited to court costs, reasonable attorney's fees and witnesses' fees and other expenses of litigation, incurred by the VILLAGE in connection therewith. The obligation of the OWNER/DEVELOPER to reimburse the VILLAGE under the terms of this subparagraph 2 shall terminate if no such-legal proceedings are brought within one (1) year from the date of the annexation of the TERRITORY and, further, such obligation of reimbursement shall not apply if such legal proceedings are based upon alleged errors, omissions or unlawful conduct of the VILLAGE and not the OWNER/DEVELOPER. In the event the VILLAGE institutes legal proceedings against the OWNER/DEVELOPER for violation of this Agreement, and secured a judgment in its favor, or by settlement, the OWNER/DEVELOPER shall pay all expenses of such legal proceedings 15 incurred by the VILLAGE, including but not limited to, the court costs and reasonable attorney's fees, etc., incurred by the VILLAGE in connection therewith. 16 XXVIII LENDER CONSENT Midwest Bank Center does hereby certify that it is the holder of a mortgage of the property described herein and that as such it consents to the terms of this Agreement. Midwest Bank Center 2299 Technology Drive Suite 100 O'Fallon, Missouri 63368 By: William Kral Title: 17 XXIX EXECUTION OF AGREEMENT This Agreement shall be signed last by the VILLAGE and the President of the VILLAGE shall affix the date on which he signs this Agreement on page 1 hereof which date shall be the effective date of this Agreement. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the day and year first above written. VILLAGE OF LEMONY an Illinois Municipal Corporation By: ATTEST: B ~ /', Village Cler OWNER: Laura A. Chejlava By: Laura A. Chejlava DEVELOPER: The Reding Company, LLC By: Joseph A. Reding, title 18 NOTARY CERTIFICATES STATE OF ILLINOIS) SS COUNTY OF COOK I, the undersigned, a Notary Public, in and for the County and Sate aforesaid, DO HEREBY CERTIFY that JOHN F. PIAZZA, personally known to me to be the President of the Village of Lemont, and CHARLENE M. SMOLLEN, personally known to me to be the Village clerk of said municipal corporation, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such President and Village Clerk, they signed and delivered the said instrument and caused the corporate seal of said municipal corporation to be affixed thereto, pursuant to authority given by the Board of Trustees of said municipal corporation, as their free and voluntary act, and as the free and voluntary act and deed of said municipal corporation, for the uses and purposes therein set forth. GIVEN under my hand and official seal, this ~ day of 20 n Notary Public My commission expires on STATE OF ) SS COUNTY OF , Care'tMIAI.. SEfi~L RL3~l~l~lA1f Y'l~,~'F3 NOTARY P~.iF1lIG, STATc Or ILLINOIS , 20 I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY that the above-named ,personally known to me to be the same persons whose names are subscribed to the foregoing instrument appeared before me this day in person and acknowledged that they signed and delivered the said instrument as their own free and voluntary act for the uses and purposes therein set forth. GIVEN under my hand and official seal, this day of , 20 My commission expires on , 20 Notary Public 19 STATE OF ) SS COUNTY OF ) I, the undersigned, a Notary Public in and for the County and State aforesaid, DO HEREBY CERTIFY that the above-named ,personally known to me to be the same persons whose names are subscribed to the foregoing instrument appeared before me this day in person and acknowledged that they signed and delivered the said instrument as their own free and voluntary act for the uses and purposes therein set forth. GNEN under my hand and official seal, this day of , 20 My commission expires on , 20 Notary Public 20 Exhibit A Leal Description LOTS 9 AND 10 IN LEMONY HIGHLANDS SUBDIVISION OF THE SOUTH 372.50 FEET OF THE EAST HALF OF THE SOUTHWEST QUARTER OF SECTION 29, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, COOK COUNTY, ILLINOIS. 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