Board Review Draft THIS DOCUMENT PREPARED BY: Stewart J. Weiss HOLLAND & KNIGHT LLP 131 S. Dearborn Street 30 th Floor Chicago, Illinois 60603

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1 THIS DOCUMENT PREPARED BY: Stewart J. Weiss HOLLAND & KNIGHT LLP 131 S. Dearborn Street 30 th Floor Chicago, Illinois AFTER RECORDING RETURN TO: Cook County Recorder s Box 337 SECOND AMENDMENT TO THE ANNEXATION AND DEVELOPMENT AGREEMENT (NORTHBROOK POINTE) DATED AS OF, 2014

2 SECOND AMENDMENT TO THE ANNEXATION AND DEVELOPMENT AGREEMENT (NORTHBROOK POINTE) THIS SECOND AMENDMENT is dated as of the day of, 2014, and is by, between, and among the VILLAGE OF NORTHBROOK, an Illinois home rule municipal corporation ("Village"), CHICAGO TITLE LAND TRUST COMPANY ("CTLT") as Successor Trustee to LASALLE BANK NATIONAL ASSOCIATION and LASALLE NATIONAL BANK ( LaSalle Trust ) as Trustee u/t/a dated September 7, 1977, and known as Trust No , SCHWARTZ FAMILY LIMITED PARTNERSHIP ("Schwartz LP") (collectively, CTLT and Schwartz LP are referred to in this Second Amendment as "Owner"), and EDWARD SCHWARTZ & CO., an Illinois corporation ("Developer"). IN CONSIDERATION OF the recitals and the mutual covenants and agreements set forth in this First Amendment, and pursuant to the Village s home rule powers, the parties agree as follows: 1. Recitals. 1 A. The Village, LaSalle Trust, Equity Associates Incorporated and Edward Schwartz Company Phase I Joint Venture ( Equity Joint Venture I ), Equity Associates Incorporated and Edward Schwartz Company Phase II Joint Venture ( Equity Joint Venture II ), and the Developer entered into that certain annexation and development agreement dated as of February 13, 2002 (the "Annexation and Development Agreement"), a copy of which was recorded in the Office of the Recorder of Deeds of Cook County, Illinois, on July 15, 2002 as Document No , pertaining to that certain tract of land consisting of approximately 16.4 acres, in Cook County, Illinois described in Exhibit 1 to this Second Amendment. B. Schwartz LP has succeeded to the beneficial ownership of portions of the Property previously held by Equity Joint Venture I and Equity Joint Venture II (these joint ventures and the LaSalle Trust referred to in this Second Amendment as the "Prior Owner"). C. The Annexation and Development Agreement designated three distinct segments of the Property: the Restaurant Parcel, the Hotel Parcel, and the Condominium Parcel corresponding to Lots 1, 2, and 3 of the Northbrook Pointe Subdivision respectively. D. On February 12, 2002, the Corporate Authorities adopted Ordinance No , annexing the Property to the Village. Ordinance No was recorded in the Office of the Cook County Recorder on July 15, 2002 as Document No E. On August 9, 2010 the Village, the Owner and the Developer entered into that certain First Amendment to the Annexation and Development Agreement ( First 1 All capitalized words and phrases throughout this Second Amendment shall have the meanings set forth in the preamble above and in Section 2 of the Annexation and Development Agreement. If a word or phrase is not specifically defined in this Second Amendment or the Agreement, it shall have the meaning ascribed to it in the Zoning Code or Subdivision Code. 1

3 Amendment ) which First Amendment was recorded in the Office of the Cook County Recorder on August 13, 2010 as Document No G. The Village, the Prior Owner, the Developer and J. Alexander Restaurants, Inc. ( J. Alexander s ) entered into that certain Transferee Assumption Agreement dated July 9, 2002 (the J. Alexander s Transferee Assumption Agreement ), a copy of which was recorded in the Office of the Recorder of Deeds of Cook County, Illinois, on July 15, 2002 as Document No , in which J. Alexander s agreed to comply with all of the terms and requirements and assume all of the obligations contained in the Annexation and Development Agreement with regard to the Restaurant Parcel. H. The Village, the Prior Owner, the Developer and DRH Cambridge Homes, Inc. ( Cambridge Homes ) entered into that certain Transferee Assumption Agreement dated January 15, 2003 (the Cambridge Homes Transferee Assumption Agreement ), a copy of which was recorded in the Office of the Recorder of Deeds of Cook County, Illinois, on January 22, 2003 as Document No , in which Cambridge Homes agreed to comply with all of the terms and requirements and assume all of the obligations contained in the Annexation and Development Agreement with regard to a portion of the Condominium Parcel. I. The Annexation Agreement specified that the Hotel Parcel would be developed with an extended stay hotel to be operated by Extended Stay America. However, this development was not realized and the Hotel Parcel remains undeveloped. J. RJ Development, LLC, a Washington limited liability company, ( RJ Development ) is the contract purchaser of the Hotel Parcel and proposes to develop it with a 69-bed memory care assisted living facility. RJ Development proposes to assign the purchase contract for the Hotel Parcel to Northbrook Memory Care, LLC, a Delaware limited liability company ( NMC ) which will contract with Koelsch Senior Communities, LLC, a Washington limited liability company ( Koelsch ) to operate the assisted living facility. K. Pursuant to Section et seq. of the Illinois Municipal Code, 65 ILCS 5/ et seq., a proposed amendment to the Annexation and Development Agreement, in substance and form substantially the same as this Second Amendment, was submitted to the Corporate Authorities, and pursuant to notice published in the Northbrook Star on October 23, 2014, as provided by statute, a public hearing was convened by the Corporate Authorities on November 11, L. The Corporate Authorities, after due and careful consideration, have concluded that the development and use of the Hotel Parcel pursuant to and in accordance with this Second Amendment would further enable the Village to control the development of the area and would serve the best interests of the Village. M. The Corporate Authorities have reviewed and considered the Second Amendment, and have found the Second Amendment to be consistent with the character of, and existing development patterns in, the vicinity of the Hotel Parcel. 2. Amendments. The Annexation and Development Agreement is amended as follows: A. Assisted Living Parcel. The 3.1 acre portion of the Property designated as Lot 2 and heretofore referred to as the Hotel Parcel shall be re-defined as the Assisted Living Parcel and all references to the Hotel Parcel shall be hereafter replaced accordingly. 2

4 B. Assisted Living Parcel Plans. The Hotel Plans, attached as Exhibit E to the Annexation Agreement, shall be replaced with the following plans and specifications prepared by RJ Development for the Assisted Living Parcel which shall hereinafter be referred to as the Assisted Living Parcel Plans : Assisted Living Parcel Site Plan, prepared by Wedgewood Architectural Services, with the most recent revision date of October 15, 2014, consisting of one sheet; Assisted Living Parcel Preliminary Engineering Plan, prepared by Pearson, Brown & Associates, with the most recent revision date of September 26, 2014, consisting of one sheet; Assisted Living Parcel Preliminary Landscape Plan, prepared by Alan Krackower & Associates, Inc., with the most revision date of September 26, 2014, consisting of one sheet; Assisted Living Parcel Electrical Photometric Plan, prepared by Wedgewood Architectural Services, with the most recent revision date of October 20, 2014, consisting of one sheet; and Assisted Living Facility Exterior Elevations, prepared by prepared by Wedgewood Architectural Services, with the most recent revision date of September 26, 2014, consisting of two sheets. Copies of the Assisted Living Parcel Plans are attached to this Second Amendment as Exhibit 2. C. Approval of Special Permit Ordinance, Final Plan and Site Plan Approval. 1. The Final Engineering and Final Landscape Plans for the Property will be supplemented by those engineering and landscape plans for the Assisted Living Parcel to be approved by the Village Engineer prior to the issuance of a building permit for any construction on the Assisted Living Parcel. 2. Section 4.E.6.iii of the Annexation and Development Agreement shall be replaced in its entirety with the following: the Assisted Living Facility Special Permit Ordinance, which shall allow for the development, use, and maintenance of an Assisted Living Facility in excess of 7,500 square feet on the Assisted Living Parcel, and grants site plan approval for the Assisted Living Parcel; and D. Specific Use and Development Restrictions for the Assisted Living Parcel. Section 5.C of the Annexation and Development Agreement shall be replaced in its entirety with the following: 1. Assisted Living Facility. The Assisted Living Parcel shall be developed with not more than one building to be used as an Assisted Living Facility with not more than 69 beds. 3

5 2. Floor Area. The total gross floor area of the Assisted Living Facility shall not exceed 35,801 square feet, and the floor area ratio on the Assisted Living Parcel shall not exceed Maximum Building Height. The maximum height of the building on the Assisted Living Parcel shall be 27 feet 1 inch. 4. Lot Coverage. The total amount of lot coverage on the Assisted Living Parcel shall not exceed 72%. 5. Parking. RJ Development shall construct and Northbrook Memory Care shall maintain not less than 45 parking spaces on the Assisted Living Parcel. E. Initial Lot Owners. The initial owner of the Assisted Living Parcel shall be Northbrook Memory Care, LLC. 3. General Provisions. A. Authority to Execute. The Village hereby warrants and represents to the Owner and Developer that the persons executing this Second Amendment on its behalf have been properly authorized to do so by the Corporate Authorities. The Owner hereby warrants and represents to the Village (i) that they are the record and beneficial owners of fee simple title to the Assisted Living Parcel, (ii) except as otherwise noted in the Annexation and Development Agreement and this Second Amendment, that no other person or entity has any legal, beneficial, contractual or security interest in either the Assisted Living Parcel, (iii) that they have the full and complete right, power and authority to enter into this Second Amendment and to agree to the terms, provisions and conditions set forth in and to bind the Assisted Living Parcel as set forth in this Second Amendment, (iv) that all legal actions needed to authorize the execution, delivery and performance of this Second Amendment have been taken, and (v) that neither the execution of this Second Amendment nor the performance of the obligations assumed by the Owner and Developer will (a) result in a breach or default under any agreement to which the Owner or Developer is a party or to which it or the Assisted Living Parcel is bound or (b) violate any statute, law, restriction, court order or agreement to which the Owner, the Developer, or the Assisted Living Parcel are subject. B. Survival of Terms. Except as specifically modified in this Second Amendment, all terms, covenants and conditions of the Annexation and Development Agreement shall remain in full force and effect; provided, however, that any other provisions of the Annexation and Development Agreement shall be deemed to be modified as necessary to give practical effect to the provisions of this Second Amendment. C. Exhibits. Exhibits 1 and 2, attached to this Second Amendment are, by this reference, incorporated in and made a part of this Second Amendment. D. Counterparts. This Second Amendment may be executed in counterparts, each of which shall constitute an original document, which together shall constitute one and the same instrument. [SIGNATURES ON FOLLOWING PAGE] 4

6 IN WITNESS WHEREOF, the parties have hereunto set their hands on the date first above written. ATTEST: VILLAGE OF NORTHBROOK, an Illinois home rule municipal corporation Debra J. Ford Village Clerk By: Sandra E. Frum Village President ATTEST: CHICAGO TITLE LAND TRUST COMPANY, as Successor Trustee to LASALLE BANK NATIONAL ASSOCIATION and LASALLE NATIONAL BANK, as Trustee U/T/A dated September 7, 1977, and known as Trust No and not personally By: Its: Trust Officer WITNESS: SCHWARTZ FAMILY LIMITED PARTNERSHIP, an Illinois limited partnership By: Its: Edward Schwartz General Partner ATTEST: EDWARD SCHWARTZ & CO., an Illinois corporation By: Its: 5

7 ACKNOWLEDGEMENTS STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) The foregoing instrument was acknowledged before me on, 2014, by Sandra E. Frum, the Village President of the VILLAGE OF NORTHBROOK, an Illinois home rule municipal corporation, and by Debra J. Ford, the Village Clerk of said municipal corporation. Given under my hand and official seal this day of, SEAL Signature of Notary My Commission expires: STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) The foregoing instrument was acknowledged before me on, 2010, by, the Trust Officer of CHICAGO TITLE LAND TRUST COMPANY, as Successor Trustee to LASALLE BANK NATIONAL ASSOCIATION and LASALLE NATIONAL BANK, as Trustee U/T/A dated September 7, 1977, and known as Trust No , which individual is and not personally known to me to be the identical persons who signed the foregoing instrument as such officers of the corporation for and on behalf of said corporation, and that they executed the same as their free and voluntary act and deed, and as the free and voluntary act and deed of the corporation, for the uses and purposes therein mentioned. Given under my hand and official seal this day of, SEAL Signature of Notary My Commission expires: 6

8 STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) The foregoing instrument was acknowledged before me on, 2010, by Edward Schwartz, General Partner of the SCHWARTZ FAMILY LIMITED PARTNERSHIP, an Illinois limited partnership, which individual is known to me to be the identical person who signed the foregoing instrument as such General Partner of said partnership, and that he executed the same as his free and voluntary act and deed, and as the free and voluntary act and deed of said partnership, for the uses and purposes therein mentioned. Given under my hand and official seal this day of, SEAL Signature of Notary My Commission expires: STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) The foregoing instrument was acknowledged before me on, 2010, by, President of EDWARD SCHWARTZ & CO., an Illinois corporation, which individual is known to me to be the identical person who signed the foregoing instrument as such officer of the corporation for and on behalf of said corporation, and that he executed the same as his free and voluntary act and deed, for the uses and purposes therein mentioned. Given under my hand and official seal this day of, SEAL My Commission expires: Signature of Notary # _v1 7

9 EXHIBIT 1 LEGAL DESCRIPTIONS OF THE PROPERTY LOTS 1, 2 AND 3, AND LOT A IN NORTHBROOK POINTE SUBDIVISION, BEING A RESUBDIVISION IN THE NORTH ½ OF SECTION 6, TOWNSHIP 42 NORTH, RANGE 12, EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS. Commonly known as 4077 Lake Cook Road, 55,101,153 and 205 Pointe Drive, Northbrook, Illinois PINs: Lot 1: Lot 2: Lot 3: through 1086 Lot A: Exhibit 1 Page 1

10 EXHIBIT 2 ASSISTED LIVING PARCEL PLANS Exhibit 2 Page 1

11 EXHIBIT 2 - ASSISTED LIVING PARCEL PLANS

12 EXHIBIT 2 - ASSISTED LIVING PARCEL PLANS

13 EXHIBIT 2 - ASSISTED LIVING PARCEL PLANS

14 EXHIBIT 2 - ASSISTED LIVING PARCEL PLANS

15 EXHIBIT 2 - ASSISTED LIVING PARCEL PLANS

16 EXHIBIT 2 - ASSISTED LIVING PARCEL PLANS

PROPERTY EXCHANGE AGREEMENT

PROPERTY EXCHANGE AGREEMENT This Property Exchange Agreement is effective this day of, 2015, between the City of Star, Idaho, a municipal corporation (the City ); DBSI Pristine Meadows, LLC, an Idaho limited