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City Council Packet 2006 06-06-06 - Special Meeting (cancelled)
a O United City of Yorkville J 800 Game Farm Road esr 1636 Yorkville, Illinois 60560 < Telephone: 630-553-4350 09 �s� ,F Fax: 630-553-7575 hPkE AGENDA CITY COUNCIL SPECIAL MEETING CITY COUNCIL CIIAMBERS Immediately Following Committee of the Whole Meeting Tuesday,June 6, 2006 Call to Order: Pledge of Allegiance: Roll Call by Clerk: WARD I WARD II WARD III WARD W Paul James Valerie Burd Marty Munns Joe Besco Jason Leslie Dean Wolfer James Bock Rose Ann Spears Establishment of Quorum: Introduction of Guests: Amendments to Agenda: Citizen Comments: Economic Development Committee Report: 1. PC 2005-19 Meadowbrook—Harris Woods—Annexation Agreement a. Ordinance Authorizing the Execution b. Ordinance Annexing c. Ordinance Rezoning 2. PC 2006-46 Matlock Property—Annexation a. Ordinance Annexing 3. PC 2004-33 Silver Fox—Annexation Agreement a. Ordinance Authorizing the Execution b. Ordinance Annexing c. Ordinance Rezoning 4. PC 2005-34 Evergreen Farm—Annexation Agreement a. Ordinance Authorizing the Execution b. Ordinance Annexing c. Ordinance Rezoning 5. PC 2005-03 Aspen Ridge—Annexation Agreement a. Ordinance Authorizing the Execution b. Ordinance Annexing c. Ordinance Rezoning City Council Meeting Agenda June 6, 2006 Page 2 Economic Development Committee Report(con't): 6. PC 2005-33 Chally Farm—Annexation Agreement a. Ordinance Authorizing the Execution b. Ordinance Annexing c. Ordinance Rezoning 7. PC 2005-32 Yorkwood Estates—Annexation Agreement a. Ordinance Authorizing the Execution b. Ordinance Annexing c. Ordinance Rezoning Additional Business: Adjournment: s � I STATE OF ILLINOIS ) ss. COUNTY OF KENDALL ) CITY OF YORKVILLE ANNEXATION / PLANNED UNIT DEVELOPMENT AGREEMENT FOR MEADOWBROOK HOMES, INC. "HARRIS WOODS SUBDIVISION" List of Exhibits Exhibit A: Legal Description of the Property Exhibit B: Plat of Annexation Exhibit C: Development Fees Exhibit D: Governing Codes and Ordinances Exhibit E: Homeowner's Association Covenants and Resolution Establishing Back-Up SSA Exhibit H: Developer's Letter of Credit Exhibit AAA. Overall Infrastructure Funding Summary Exhibit BBB. Front Funding Distribution Summary Exhibit CCC. SSA Summary of Terms This Annexation/Planned Unit Development Agreement (the"Agreement") is made and entered into as of the_day of May, 2006,by and between the UNITED CITY OF YORKVILLE, an Illinois municipal corporation(the"City") and NC MASTER FAMILY LIMITED PARTNERSHIP as "OWNER" and MEADOWBROOK HOMES, INC., as "DEVELOPER" of the Property that is the subject of this Agreement (hereinafter referred to as the"Developer"). (The City and Developer are collectively referred to as the"Parties" and individually referred to as a"Party"). RECITALS WHEREAS,Developer is the owner of record of 161.s ( acres of real property located West of Greenbriar Road and bounded by the Dave Matlock Farm to the West and on the East by Sunflower Estates and Greenbriar Subdivision, Kendall Township, Kendall County, Illinois, which is legally described on Exhibit "A" hereto (the "Property") . The "Property" is sometimes referred to herein by the name proposed to be used for the Property as developed, "Harris Woods Subdivision and WHEREAS, the Property is not currently located within the corporate limits of any municipality, but is contiguous to and may be annexed to the City; and WHEREAS, Developer and City desire (i) to annex the Property to the City and (ii) develop and improve the Property with residential buildings in accordance with this Agreement, and in substantial compliance with the Concept Plan dated May 1, 2006 WHEREAS, annexation of the Property to the City will be beneficial to Developer in that Developer's Property will be afforded the benefit of the City's sanitary sewer, potable water supply, and application of its police power. WHEREAS, development of the Property, if undertaken within the corporate limits of the City and in accordance with the terms of this Annexation Agreement, will be beneficial to the City in that such development will increase the tax base of the City by adding thereto valuable real estate and substantial improvements, and will produce significant increases in other revenues to the City. WHEREAS, by virtue of the annexation, the City will extend its zoning, building, health and other municipal regulations to the Property in accordance with the terms of this Annexation Agreement and thereby prevent possible undesirable or inharmonious uses and development of the Property. WHEREAS, the development of the Property in accordance with this Annexation Agreement will result in adherence to the standards of construction and development required by the ordinances of the City, as modified herein. WHEREAS, the use(s) of the Property set forth in the Preliminary Plat W comply with the City's Comprehensive Plan, Subdivision Control Ordinance and Zoning Ordinance, subject to the modifications set forth in this 1 Agreement, (ii) will permit orderly growth and development of the City, (iii) will further the planning objectives of the City, and (iv) annexation of the Property to the City will be of substantial benefit to the City and its residents. WHEREAS, Developer has submitted to the City a proper Petition for Annexation signed by all owners of record of the Property and there are no electors residing on the Property together with a Plat of Annexation (Exhibit "B") for the Property, which Property is located in the unincorporated area of Kendall County and is contiguous to the City. Such Petition requests annexation to the City, and is subject to the adoption and execution of this Annexation Agreement by the City and Developer and to the provisions of this Annexation Agreement. WHEREAS, the corporate authorities of the City have considered the annexation and development of the Property and have determined that the best interest of the City require that the Property be annexed to the City and developed in accordance with the ordinances,rules and regulations of the City as modified by the provisions of this Annexation Agreement. WHEREAS,pursuant to proper notice and in accordance with the Illinois Municipal Code,the City's Subdivision Control Ordinance and all other applicable state, local and other ordinances,regulations and laws ("Applicable Law"), the City Plan Commission held a public hearing on the Petition on May 24, 2006. The Plan Commission recommended approval of the Petition, and the commission's findings of fact and favorable recommendations were forwarded to the City Council. WHEREAS,pursuant to proper notice and in accordance with all Applicable Law, the City Council and other Corporate Authorities held public hearings and (by Ordinance Duly Adopted) approved the Petition and authorized the City Mayor to execute and the City Clerk to attest this Agreement on behalf of the City,thereby annexing the Property and the adjoining roads and/or streets into the City with the zoning classifications and modifications set forth in this Agreement. WHEREAS,that all notices,publications,procedures,public hearings and other matters and actions required by Applicable Law in connection with the consideration and approval of this Agreement and the annexation and zoning of the Property as described herein have been properly given,made, held and performed by the City. NOW,THEREFORE,in consideration of the foregoing recitals and the mutual covenants and agreements made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties, the Parties hereby agree as follows: 1. Recitals and Exhibits. The Parties acknowledge and agree that the statements and representations set forth in the foregoing recitals are true and correct,material to this Agreement, and are together with all Exhibits incorporated into this Agreement as if they were fully set out in this Paragraph 1. The exhibits attached hereto also form a material part of this Agreement and are incorporated herein as if fully set forth in this paragraph. 2 i 2. Annexation of the Property. Upon execution of this Agreement, the City will simultaneously validly annex the Property and validly zone and classify the Property in accordance with and as contemplated by this Agreement. All ordinances,resolutions, plats, affidavits and other documents necessary to accomplish annexation shall be recorded by the City at Developer's expense. No action will be taken by the City to annex the Property to the City unless this Agreement has been fully executed by all Parties and the Property is annexed to the City, in its entirety, at one time as described herein. 3. Zoning and Development of the Property. a. City to Enact Necessary Ordinances. Contemporaneously with annexing the Property to the City, the City shall enact such ordinances, adopt such resolutions, and take such other actions as are necessary to immediately: i. zone and classify the Property R-2 One Family Residence District as described herein b. Continuation of Current Uses. Notwithstanding anything contained herein to the contrary, all or any part of the Property may be used for farm or agricultural purposes, and the City shall not prohibit or unreasonably restrict Developer or its tenants or licensees from continuing such use until such portion of the Property is included in a final plat of subdivision signed by the City and recorded, and building improvements have begun to be constructed thereon C. Approval of Final Plats. i. May Final Plat in Phases. Developer shall have the right to submit final plats for approval in phases, shall not be required to request approval of the final plat for the entire Property at one time, and shall have the right to improve the Property in phases. Developer shall submit to the City one or more final plats for the Property as Developer deems appropriate; ii. OWNERS and DEVELOPER agree proposed Final Plat units for this development shall contain a minimum of 40 acres for single family areas. iii. Procedures for Final Platting. Developer shall be allowed to submit final plats for approval more than one year after the date of approval of the Preliminary Plat and throughout the life of this Agreement for the overall subdivision due to marketing conditions and need for lots to be developed. The City shall approve such final plats at the next regularly scheduled Plan Commission and City Board meetings,respectively,provided such final plats (a) conform substantially to the Preliminary Plat, (b) are submitted in a timely and proper manner in accordance with the Subdivision Control Ordinance and the City's published meeting/submittal schedule, (c) conform to this Agreement, and(d) conform to applicable City ordinances and laws, except to the extent modified by this Agreement. No public hearing shall be required for the approval of any final subdivision plat. 3 d. Recapture. In the event Developer is required to provide sanitary sewer, storm sewer, water or other utility lines,roads or streets that are larger, deeper, wider or otherwise modified or more costly from what would be required to service the residences on the Property as shown on the Preliminary Plat (collectively, "oversizing costs"), Developer shall be entitled to recapture said oversizing costs from the owner(s) and/or developer(s) of the land benefiting from such oversizing or from the City in accordance with Illinois Local Government Improvement Act. At the time a final plat of subdivision is approved for any portion of such land affected,the City shall require the owner/developer of said land to pay that owner/developer's proportionate share of the oversizing costs to Developer in accordance with the Illinois Local Government Improvement Act as set out in any Recapture Agreement and Recapture Ordinance that has been approved by the City Council. The City will not sign off on a final plat for another developer or owner benefiting from such oversizing until the City is presented with a receipt executed by Developer showing such recapture has been paid to the Developer or the City has paid Developer herein. The City has confirmed and agrees there are no existing outstanding recaptures that are administered by the City for improvements benefiting the Property which are or shall become due or payable as a result of Developer's development of the Property as contemplated herein. 4. Codes and Ordinances. a. Governing Codes and Ordinances. Exhibit D hereto contains a complete list of all City ordinances, codes and regulations that apply to the development of the Property(including the construction of houses thereon) ("Governing Codes and Ordinances"). Throughout the term of this Agreement, the Governing Codes and Ordinances in effect on the date of this Agreement (i) shall remain in effect and not be changed except as set out in paragraph 4.b., (ii) shall govern the development(including construction of houses) of and apply to the Property and (iii) shall all be deemed hereby varied as necessary to permit development of the Property in accordance with this Agreement (including the Preliminary Plat and Landscape Plan which are incorporated herein). Whenever the term"Zoning Ordinance"or"Subdivision Control Ordinance is used in this Agreement, it shall refer to the ordinance or code in effect on the date of this Agreement,unless the text specifically states otherwise. To the extent of any conflict or inconsistency between the terms or standards of this Agreement and the terms or standards of the Governing Codes and Ordinances, the terms and standards of this Agreement shall control. b. Changes to Governing Codes and Ordinances. Notwithstanding paragraph 4.a., above: i. Except as provided in paragraph 5,below, fees contained in the City's Zoning Ordinance and Subdivision Control Ordinance may be changed by the City,provided such change applies to all property within the City on a uniform basis; and ii. The City's Building Code and Municipal Code may be amended 4 on a general basis so as to be applicable to all property within the City for purposes of directly furthering the public health and safety, provided such amendments do not conflict with the terms of this Agreement. iii. BUILDING CODE. The CITY has adopted the International Building Code, which is updated approximately every three years. The building codes for the CITY in effect as of the date of building permit application will govern any and all construction activity within the Subject Property. 5. Fees, Donations and Contributions. Exhibit `C' contains a complete list of all fees that will be paid or made in connection with the development of the Property. Such Fees are, as of the date of this Agreement, in existence and being collected by the City on a uniform basis from all owners and developers of property within the City pursuant to Ordinance, Resolution, or this Agreement. a. Land-Cash Ordinance Dedications/Fees. The Developer shall dedicate land and pay fees as follows which shall fully satisfy the City's Land-Cash Ordinance. School Site Dedication. In lieu of donating land for school site(s), the Developer will contribute a cash donation pursuant to the City's Land- Cash Ordinance in effect at the time of execution of this Agreement for Schools in cash to Yorkville Community School District Unit 115 at the time a final plat is recorded for each residential dwelling unit that may be built on the platted land in accordance with and in full satisfaction of the City of Yorkville Land-Cash Ordinance. b. Waiver of Right to Challenge Fees. Developer agrees that the Fees set forth herein are(i) fair and reasonable, and(ii) shall be applicable to the Property and Developer agrees that the Builder of each Dwelling Unit on the Property shall be required to pay the amounts therein stated at the time building permits are issued or as otherwise stated in Exhibit `C'. It is agreed that such fees are nonetheless voluntary and by accepting the benefits of this Annexation Agreement, Developer waives any right to challenge the type or amount of such charges and shall be estopped from ever bringing an action to recover back any such fees or donations. 6. Storm Drainage. The Developer shall provide all necessary storm sewers, detention systems and compensatory storage in compliance with the City's Subdivision Control and Stormwater Ordinances as modified pursuant to the terms of this Agreement. Developer may hook into existing stone sewers and ditches per the approved plans to handle storm water on and leaving the Property. 7. Excavation, Grading and Preparation of the Property for Development. Developer shall have the right,prior to obtaining approval of final engineering drawings and prior to approval of a final subdivision plat,to undertake excavation,preliminary grading work, creation and planting of berms and common 5 areas,removing of trees and brush, filling and soil stockpiling on the Property in preparation for the development of the Property on submittal of grading plan and soil erosion and sedimentation control plan to the City in conformance with the United City of Yorkville"Notice to Proceed"requirements and all current Ordinance requirements. 8. Models; Sales Offices; Signage. a. Developer shall be entitled to a maximum of eight (8)model home permits at any one time, upon the final plat approval of any unit of the Property in conformance with City ordinances. The Developer may apply and the City shall issue building permits for such models prior to the availability of storm sewer, sanitary sewer and potable water service to such portion of the Property so long as Developer has installed an aggregate roadway that permits access to the site by emergency and City inspection vehicles. Said models shall not be sold or transferred for use as a residence until the Certificate of Occupancy is issued. Developer may assign its rights under this paragraph to one or more Builders. `Builder" shall be defined as the entity/individual who purchases lot(s) in the subdivision from Developer and constructs house(s) on said lot(s). i. There shall be no occupation or use of any production dwelling units until the binder course of asphalt on the street, the water system and sanitary sewer system needed to service such dwelling unit are installed and operational. b. Developer shall be granted the following signage by the City upon submittal and approval of written sign permit applications and conformance to City ordinances, provided all signage must be located on the Property and not on a right-of-way: i. One (1) sixteen foot by twenty-four foot(16'x 24') and one (1) eight foot by twelve foot(8' x 12')informational sign on the property of OWNER/DEVELOPER. OWNER/DEVELOPER shall additionally be permitted off-site signage as follows due to its limited marketing exposure to Route 71 and Greenbriar Road: ii. Up to six (6) four foot by eight foot(4' x 8') signs along Route 71 and Greenbriar Road providing additional information regarding amenities of Harris Woods Subdivision. iii. Up to two (2) eight foot by twelve foot (8'x 12') sales center signs. Such signs will be placed on the property to direct traffic to Developer's sales centers. iv. One(1) eight foot by twelve foot (8'x 12) clubhouse sign. V. Up to eight(8) eight foot by eight foot(8' x 8') directional and/or informational signs within the subdivision. vi. Up to eight (8) four foot by eight foot(4'x 8') model home signs. Such 6 signs will only be placed in front of homes that are used as models by the Developer or a Builder and will be removed immediately upon such home ceasing to be used as a model. vii. Permanent monuments near Route 71 and Greenbriar Road Entrances, as shown in Landscape Plan. viii. Except for the 3 permitted off-site signs allowed in the following Paragraph ix, all signage must be located on the Property and not on a right-of-way. All signs will be maintained by Developer or a Homeowner's Association,not the City. ix. Developer will also be permitted to erect up to three (3) sixteen foot by twenty-four foot(16' x 24') off-site informational signs. These signs will be placed within the City limits but not on the Property nor within any public right-of-way. The signs may only advertise the sale of homes in Harris Woods Subdivision and are subject to all requirements of the City's sign ordinances not in conflict with this paragraph. X. Sizes of signs set forth above are maximum sizes. Signs need not be rectangle or square as shown, so long as the total square footage of the sign does not exceed that shown. All signs may be double-sided, and the second side does not count towards the square footage limitation. For example, an 8' x 8' directional sign may have one 8' x 8' face providing directions for traffic heading south and one 8' x 8' face providing directions for traffic heading north and be considered to be a 64 square foot sign. xi. All signs except permanent monument signs may be erected prior to the time Developer begins selling houses in the subdivision and will be removed on or before the time certificates of occupancy have been issued for eighty-five percent(85%) of the houses on all lots in the final unit of the subdivision to be platted. xii. OWNER/DEVELOPER shall be permitted to immediately place"coming soon Meadowbrook Homes, Inc. Development known as Harris Woods" signage on Route 71 and Greenbriar Road on its subject property". 9. Common Areas; Covenants. a. A Homeowner's Association will be created, and assessments specifically provided for maintenance of. (i) common areas including park sites not accepted by the United City of Yorkville and stormwater management areas; (ii) landscape easements (berming and entrances); and (iii) common subdivision signage ("Subdivision Common Areas"). A Back-up Special Tax Service Area Ordinance shall be approved by the City prior to approval of the first final plat of Subdivision for this development,requiring all property owners within said subdivision to be subject to this Back-up Special Tax Service Area, and 7 Developer shall sign a consent binding upon Developer and all successors, heirs, and assigns to ownership of lots within said subdivision agreeing to the imposition of the Back-up Special Tax Service Area. In the event the Homeowner's Association fails to maintain any of the Subdivision Common Areas set forth above, a levy for said maintenance shall be imposed as to owners within said subdivision by the City in compliance with said special Tax Service Area Ordinance. b. Prior to Developer conveying any lots within the subdivision, Developer agrees to submit the Property to one or more sets of covenants for management and control of the subdivision and maintenance of the Common Areas (the"Covenants"). 10. Construction of Public Improvements. a. Interior Roads. The rights-of-way for the subdivision's interior streets shall be sixty-six feet (66'). The pavement width shall be twenty-eight feet (28')back-of curb to back-of curb. Greenbriar and Beecher shall have eighty feet(80')right- of-way and thirty feet(30')back-of-curb to back-of-curb. b. Within 30 days of a written request from the United City of Yorkville,which includes legal descriptions and exhibits as necessary, the OWNER or DEVELOPER SHALL grant permanent and temporary construction easements as necessary for the construction of extension of City utilities and appurtenances and/or other utilities to serve the subject property and other properties within the City of Yorkville. C. Within 30 days of a written request from the United City of Yorkville, which includes legal descriptions and exhibits as necessary, the OWNER or DEVELOPER SHALL convey by Warranty Deed, fee simple title of future highway or road right of way to the State of Illinois, Kendall County or the United City of Yorkville as necessary, regardless of whether or not these right of way needs have been previously identified in this agreement. Such request for conveyance of right of way shall have no impact on any previously entitled land development density. d. Any fire hydrants that are not in service within 30 days of installation shall be marked or bagged by the OWNER. 11.ESTABLISHMENT OF SPECIAL SERVICE AREA AS PRIMARY FUNDING MECHANISM FOR INSTALLATION OF PUBLIC IMPROVEMENTS. OWNERS',DEVELOPER's and the CITY agree to establish a special service area("SSA") as a primary funding mechanism for installation of on-site and off-site public improvements, including, without limitation, potable water, fire flow and/or water storage facilities,roads, storm water facilities (i.e., storm water sewers, collection and conveyance improvements, detention ponds if they benefit off-site properties), sanitary sewer facilities and other public improvements. 8 The CITY, OWNERS and/or DEVELOPER shall cooperate in good faith to identify and agree on the appropriate structure for the financing,which the CITY and DEVELOPER currently believe will consist of one or more SSA's pursuant to 35 ILCS 200/27-5 et seq.,but which may be authorized and implemented under other legal frameworks acceptable to the CITY, OWNERS and/or DEVELOPER. However, CITY, OWNERS and/or DEVELOPER hereby expressly agree that the form of Special Tax or other Revenue Bond shall be the form of bond which requires a payment at the time of sale of a developed lot, or the time of issuance of a building permit, otherwise known as the"pay down"bond. The burden of the assessment is limited to and shall be paid by only those future property owners within the SUBJECT PROPERTY, and the other properties joining in the SSA for the areas generally referred to as the"Southwest Infrastructure Developments" described in Section 12 of this agreement. 12. CROSS CONTINGENCIES FOR INFRASTRUCTURE IMPROVEMENTS INCLUDING GREENBRIAR ROAD EXTENTION (SOUTHWEST INFRASTRUCTURE DEVELOPMENTS) A. CROSS CONTINGENCIES. OWNERS, DEVELOPER and CITY agree that the terms and conditions of this Annexation Agreement shall be cross contingent with the CITY's approval of Annexations with 6 Developments commonly referred to as the "Southwest Infrastructure Developments." A list of the developments and the anticipated funding required on behalf of each of the developments is attached hereto as Exhibit BBB. These developments are related in that they all will derive special benefit from infrastructure improvements to be financed through the issuance of Revenue Bond(s)payable from special taxes levied in one or more special service areas to fund the extension of infrastructure to and through the developments. B. SSA FUNDING. Upon all Southwest Infrastructure Developments entered into individual annexation agreements, CITY, OWNERS and DEVELOPERS agree to establish individual Special Service Areas (SSA's) within each of the subdivisions listed on Exhibit BBB. (A preliminary term sheet for the anticipated Special Tax Bond is attached hereto and incorporated herein as Exhibit"CCC") City shall then take action to issue Special Revenue Bonds in and amount sufficient to fund the infrastructure extension by October 1, 2006 otherwise the DEVELOPERS shall have right to intervene. The formation of The SSA's and issuance of Special Revenue Bonds is intended to render the following results: 1. All areas will be within the Special Tax areas, and all real property will become subject to the Special Tax. It is anticipated that each development will enact an individual Special Tax Area, and that all Special Tax Areas will issue one mutual Special Tax Bond for payments of the improvements. 2. The special tax shall be available to fund the repayment of up to $ million in special tax bonds. 9 3. The special tax revenue bonds shall be used to construct infrastructure as described on Exhibit"AAA". C. COST CONTAINMENT, OVERRUNS. In order to reduce the risk of cost overruns, OWNERS and/or DEVELOPERS agree that the amount of bonds sold should be determined by estimates based upon either final, or near final engineering or bids. Since final engineering must be complete prior to seeking bids, OWNERS and/or DEVELOPER agree to front fund the amount indicated on Exhibit"BBB" and to receive reimbursement for said sum from the sale of the Revenue Bonds. OWNERS and/or DEVELOPERS shall be allowed to comment regarding the determination of the amount of bonds sold, and the amount of contingency for cost overruns. CITY will respond in writing to all OWNER and DEVELOPER comments and explain the reason for said overruns,if any. All DEVELOPERS shall be responsible for contribution,based upon the same ratios and rational used in Exhibit "AAA"if the cost to complete the Southwest Infrastructure exceeds the amount of the Bonds. D. PROCEEDS OF BONDS TO BE USED TO EXTEND GREEN BRIAR ROAD. OWNERS and/or DEVELOPER agrees that traffic ultimately originating from this development, as well as all "Southwest Infrastructure Developments"will give rise to the need for the Green Briar Road extension to Pavillion Road. One of the first uses or the Special Tax Bonds shall be the construction of the Green Briar Road Extension. In addition, OWNER'S and/or DEVELOPERS agree to route all construction traffic along state Route 71 to Pavillion or High Point Road and then to the development, and not allow construction traffic to travel along Fox Road from Rt 47 to the development. 13. Weather Delays; Accelerated Construction. The timing of public improvement construction may be affected by weather conditions. For example, if construction of improvements is supposed to begin at the time a final plat is recorded and the recording takes place during the winter, construction will not begin until weather permits in the spring. Security for Public Improvements e. Upon approval of Developer's final engineering by City, no changes shall be made to such engineering (other than Developer's minor field changes) without the mutual agreement of the Parties. 14. Mutual Assistance and Cooperation. The Parties shall do all things necessary or appropriate to cant' out the terms and provisions of this Agreement and to aid, assist and cooperate with each other in carrying out the terns and objectives of this Agreement and the intentions of the Parties in annexing and developing the Property, including,without limitation, the giving of notices, the holding of public hearings,the enactment by the City of resolutions and ordinances and the taking of other actions. 15. Remedies. 10 a. Upon a breach of this Agreement, any of the Parties,in any court of competent jurisdiction,by an action or proceeding at law or in equity, may secure the specific performance of the covenants and agreements herein contained, may be awarded damages for failure of performance or both, or may obtain rescission and disconnection for material failure of performance. No action taken by any Party hereto pursuant to the provisions of this paragraph 18 or pursuant to the provisions of any other paragraph of this Agreement shall be deemed to constitute an election of remedies, and all remedies set forth in this Agreement shall be cumulative and non-exclusive of any other remedy either set forth herein or available to any Party at law or in equity. b. If any of the Parties shall fail to perform any of its obligations hereunder, and the Party affected by such default shall have given written notice of such default to the defaulting Party, and such defaulting Party shall have failed to cure such default within thirty (30) days of such default notice (provided,however, that said thirty (30) day period shall be extended if the defaulting parry has initiated the cure of said default and is diligently and in good faith proceeding to cure the same), in addition to any and all other remedies that may be available, either in law or equity,the Party affected by such default shall have the right(but not the obligation)to take such action as in its reasonable discretion and judgment shall be necessary to cure such default. In such event, the defaulting Party hereby agrees to pay and reimburse the Party affected by such default for all reasonable costs and expenses (including attorneys' fees and litigation expenses) incurred by it in connection with action taken to cure such default. c. The failure of the Parties 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. d. If the performance of any term or covenant to be performed hereunder by a Parry is delayed as a result of circumstances which are beyond the reasonable control of such Party (which circumstances may include acts of God (including adverse weather),war, acts of civil disobedience, strikes or similar acts), the time for such performance shall be extended by the amount of time of such delay. 16. Term. This Agreement shall be binding upon the Parties and their respective successors and assigns for twenty(20) years, commencing as of the date hereof. Once any portion of the Property is developed, this Agreement shall be permanently effective. 17. Miscellaneous. Notices. Any notice required or permitted by the provisions of this Agreement shall be in writing and sent by certified mail,return receipt requested, or personally delivered(by overnight courier or otherwise),to the Parties at the following addresses, or at such other addresses as the Parties may,by notice, designate: 11 If to the City: United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 with a copy to: Attorney John Wyeth United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 If to Owner: NC Master FLP Attn: Tawfik Nassar 800 W. 79a`Street, Ste. 3 Willowbrook, IL 60527 If to Developer: Attn: Aladdin Nassar Meadowbrook Homes,Inc. 800 W. 79`s Street,Ste. 3 Willowbrook, IL 60527 With a copy to: Daniel Kramer, Esq. 1107A S. Bridge Street Yorkville,IL 60560 Notices shall be deemed given on the third (3rd) business day following deposit in the U.S. Mail, if given by certified mail as aforesaid, and upon receipt, if personally delivered. Severability. If any provision, covenant, agreement or portion of this Agreement or its application to any person, entity or property is held invalid, such invalidity shall not affect the application or validity of any other provisions, covenants or portions of this Agreement, and to that end, all provisions, covenants, agreements and portions of this Agreement are declared to be severable. If for any reason the annexation or rezoning of the Property is ruled invalid, in whole or in part,the City and other corporate authorities, as soon as possible, shall take such actions (including the holding of such public hearings and the adoption of such ordinances and resolutions) as may be necessary to give effect to the spirit and intent of this Agreement and the objectives of the Parties, as disclosed by this Agreement. Survival. The provisions contained herein shall survive the annexation of the Property and shall not be merged or expunged by the annexation of the Property to the City. Successors and Assigns. Developer maintains the right to sell or convey all or any 12 portion of the Property whether improved or unimproved. This Agreement shall inure to the benefit of, and be binding upon, successors of the Developer and its successors, grantees, lessees, and assigns, and upon successor corporate authorities of the City and successor municipalities, and shall constitute a covenant running with the land. This Agreement may be assigned without City approval, and upon said assignment and acceptance by an assignee, the assignor shall have no further obligations hereunder. If a portion of the Property is sold,the seller shall be deemed to have assigned to the purchaser any and all rights and obligations it may have under this Agreement(excluding rights of recapture) which affect the portion of the Property sold or conveyed and thereafter the seller shall have no further obligations under this Agreement as it relates to the portion of the Property conveyed. Time of Essence. Time is of the essence of this Agreement and of each and every provision hereof. Amendment. This Agreement, and the exhibits attached hereto,may be amended only by the mutual written consent of the Developer and City or their successors in interest. Consent;Approval. Wherever any approval or consent of a Party (or in the case of the City, one of its departments, officials or employees) is called for under this Agreement, the same shall not be unreasonably withheld or delayed. Entire Agreement, Conflict. This Agreement sets forth all agreements, understandings and covenants between and among the Parties. This Agreement supersedes all prior agreements,negotiations and understandings, written and oral, and is a full integration of the entire agreement of the Parties. In the event of conflict between the terms of the body of this Agreement and the Exhibits attached hereto and incorporated herein, this Agreement shall control. To the extent of any conflict or inconsistency between the terms or standards of this Agreement and the terms or standards of any presently existing or hereafter adopted City code, ordinance,rule or regulation, the terms and standards of this Agreement shall control. Corporate Authorities. The parties acknowledge and agree that the individuals who are members of the group that constitute the corporate authority of the City (and their successors,heirs, and assigns) are entering into this Agreement on behalf of the City in their corporate capacity as members of such group and shall have no personal liability for any judgment cause of action or action arising out of or alleged to have arisen out of a breach of this Agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written and, by so executing, each of the Parties warrants that it possesses full right and authority to enter into this Agreement. CITY OWNER UNITED CITY OF YORKVILLE, an NC MASTER FAMILY LIMITED Illinois municipal corporation PARTNERSHIP, 13 By: By: Art Prochaska, Jr., Mayor Tawfik Nassar, General Partner Attest: DEVELOPER: MEADOWBROOK HOMES, INC. By: Jacqueline Milschewski, City Clerk President Attest: Prepared by: Law Offices of Daniel J. Kramer 1107A S. Bridge Street Yorkville, IL 60560 (630) 553-9500 14 Exhibit "A" (Legal Descripfion of the"Property") Name of Fee Amount Time of Payment 1 School District Transition Fee $3,000 per unit Paid to School District Office prior to application for building permit At time of building permit,paid at City Hall with separate check made out to 2 Yorkville Bristol Sanitary District Connection Fee $1,400 per unit YBSD 3 Yorkville Bristol Sanitary District Annexation Fee $3,523 per acre Paid for entire development,at time of annexation to sanitary district Yorkville Bristol Sanitary District Infrastructure 4 Fee $3,523 per acre PAID BY SPECIAL TAX PROCEEDS $650+$,0.20 per 5 Building Permit Fee square foot Building Permit 6 Water Connection Fee $3,700 per unit PAID BY SPECIAL TAX PROCEEDS 7 Water Meter Cost(not applicable to fee lock) $390 per unit Building Permit 8 City Sewer Connection Fee $2,000 per unit PAID BY SPECIAL TAX PROCEEDS 9 Water and Sewer Inspection Fee $25 per unit Building Permit 10 Public Walks and Driveway Inspection Fee $35 per unit Building Permit 11a Public Works(Development Impact Fee) $700 per unit Building Permit 11b Police(Development Impact Fee) $300 per unit Building Permit Municipal Building Impact Fee is set up as$5,509 per unit If paid at time of see"time of permit,or$3,288 per unit If paid at time of final plat for all units in the entirety 11c Municipal Building(Development Impact Fee) payment" of the annexed development. 11d Library(Development Impact Fee) $500 per unit Building Permit 11e Parks and Rec(Development Impact Fee) $50 per unit Building Permit 11i Engineering(Development Impact Fee) $100 per unit Building Permit Bristol Kendall Fire District(Development Impact 11g Fee) $1,000 per unit Building Permit Calculated by ordinance,$80,000 Building Permit or Final Plat,depending on annexation/development 12 Parks Land Cash Fee per acre agreement and land/cash donations negotiated Calculated by ordinance,$80,000 Building Permit or Final Plat,depending on annexation/development 13 School Land Cash Fee per acre agreement and land/cash donations negotiated 14 Road Contribution Fund $2,000 per unit PAID BY SPECIAL TAX PROCEEDS $1,549 per unit, escalating each calendar year at a Building Permit rate determined by 15 County Road Fee ordinance 16 Weather Warning Siren $75 per acre Final Plat 1.75%of Approved Engineer's Estimate of Cost of Land 17 Administration Review Fee Improvements Final Plat 1.25%of Approved Engineer's Estimate of Cost of Land 18 Engineering Review Fee Improvements Final Plat 0 0 0 0 0 0 0 0 0 0 0 0 0 0o 0 0 0 1 rn 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 a Y 0 0 (O 0 0 0 (O 0 0 0 0 0 0 O O m m M I O O m 0 0 0 m O m 0 0 t0 m m M M w H 11 ? 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[ , w ! § ; - § § ! 2 § ! - E « ( k \ E \ / § { r \ / / \ \ \ � \ \ / } / \ \ � \ \ ` \\ I ; ; # k ! ! !: ! ! ! ! ! ! ' \ ) Mn / \ \ } } j \ \ ) � [ // § {§{ _ ; „ B ! In ) ( ( ) § [ ! !2 ! § - � w Lo } � — } \ / \ } � \ \ § � ` � ` \\ �$7ff ¢! ■ | . . . , : ! .! !® - - - - - - - | # / |� § 7 }j ui'd ) � a 7 � w |! } [ ) } \ \ \ � � � K§| - g q d f 4 [ Lo ) \\\ - f §f } r = §° {)� - - - - - - � ) \ \ � \ $ \ \ ) W. Lo \{/ eye : em ! / } \ \ \ < ! ! \ EXHIBrr CCC UNITED CITY OF YORKVILLE,ILLINOIS KENDALL COUNTY,ILLINOIS SPECIAL SERVICE AREAS SERIES 2006—PAYDOWN BONDS (Southwest Interceptor Project including Pavilhon Road) Summary of Proposed Terms ISSUER: United City of Yorkville,Illinois(the"City") BOND TYPE: Special Tax Revenue Bonds PUBLIC IMPROVEMENTS: The proceeds of the Bonds will be used by the City to construct certain off-site Public Improvements benefiting the Special Service Areas (the"Areas"). Improvements include roadways (including Pavillion Road) sanitary sewer facilities, water facilities, costs for land and easement acquisitions relating to any of the foregoing improvements and certain soft costs associated with the Public Improvements. THE AREAS: The City will form seven separate special service areas(the "Areas"), each of which will have a separate and distinct tax based on the number of acres and dwelling units. As currently contemplated,the special service areas will be: Acreage* Units* Meadowbrook Homes 161 348 Silver Fox 103 187 Evergreen Farms 49 76 Aspen Ridge Estates 126 218 Chally Farm 154 234 York Wood Estates 178 185 *(subject to change) SECURITY: - A first lien on all Special Taxes imposed upon all property within each Special Service Area. - A Reserve Fund equal to 10%of the initial par amount of the Bonds. USE OF PROCEEDS: The proceeds of the Bonds will be used to 1)purchase and/or construct certain Public Improvements; 2) fund a debt service reserve equal to 10% of par; 3)to pay capitalized interest for up to 18 months; and, 4)pay costs of issuance. COUPON: TBD FINAL MATURITY: March 1,2016 AMORTIZATION: Amortization will be in years 2013 through 2016. STRUCTURE: Pursuant to a Special Tax Roll,the Special Service Area Tax from each special service area will be due and payable in full upon the EXHIBIT CCC transfer of title on the property. Effectively, this structure will mandate the Special Tax be prepaid once the Developer no longer owns the property(i.e.,prior to the time a homeowner takes possession). At each closing,the payoff amount would be deposited with the bond trustee and the City would issue a lien release. Quarterly,the Trustee would use all prepayments to redeem bonds. See "Special Mandatory Redemption from Property Owner Prepayment. " Beginning in 2008, each owner will be required to make special tax payments based on interest only for the special service area debt allocable to their property. Beginning with the June 2013 special tax payment,the special service area debt will begin to amortize for any unsold units. ESTIMATED SPECIAL TAX Average PAYMENTS: Year Amount(" (per unit) 2008 $1,140 2009 1,140 2010 1,140 2011 1,140 2012 6,117 2013 6,117 2014 6,117 2015 6,117 tt) 'includes principal and interest assumes an average special tax of$20,750/unit assumes title does not transfer -assumes no prepayment and an average Debt Service Reserve Credit of$2,075/unit ESTIMATED SOURCES Sources: AND USES OF FUNDS: Bond Proceeds $26,960,000 Original Issue Discount(o (269,600) Interest Earnings[') 702.665 27,393,065 Uses: Improvements 21,900,000 Debt Service Reserveu) 2,696,000 Capitalized Interestt) 1,977,065 Costs of Issuance() 820,000 27,393,065 tD In order to allow for prepayment at any time without penalty,the bond purchasers.will require a I%discount on the bonds at the time of issuance. (2) Interest is earned on the unspent bond proceeds held by the bond trustee. (3) The Debt Service Reserve is required by bondholders and will be returned Pro rata at the time of each lot payoff. See"Debt Service Reserve." t4) Interest is capitalized through March 1,2008. The first tax bill will be June 2008. t5] Costs of issuance are estimates and subject to change. EXffiBIT CCC DEBT SERVICE RESERVE: A Debt Service Reserve equal to 10%of the par amount of the Bonds will be required by the bondholders. A pro rata amount of the Debt Service Reserve will be used to reduce the payoff(see "Payoff') at the time the lien is released(the"Debt Service Reserve Credit"). The Debt Service Reserve Credit will not be available to any property owner that is delinquent in their special tax payments. PAYOFF: Based on a$25,525,000 bond issue,the payoff figure per parcel would be: Fee per Bond Total Tax DSR Payoff Project DU Costs per DU Credit Amount(') Meadowbrook Homes 16,029 3,918 19,947 1,995 17,952 Silver Fox 16,342 3,995 20,337 2,034 18,303 Evergreen Farm 16,684 4,078 20,763 2,076 18,686 Aspen Ridge Estates 16,445 4,020 20,465 2,046 18,418 Chally Farm 16,735 4,091 20,826 2,083 18,743 York Wood Estates 17,822 4,356 22,178 2,218 19,960 (0 Difference between"Payoff Amount"and"Fee per DU'equals each unit's per share cost of the Costs of Issuance and the Capitalized Interest. ANNEXATION It is contemplated that each developer will agree in its Annexation AGREEMENT: Agreement to the formation of the special service area on its property and the imposition of the special tax. In order to assure an adequate number of units is included and the resultant special tax is acceptable, all annexations would need to occur simultaneously. METHOD OF SALE: Limited Offering DENOMINATION: $100,000 with increments of$1,000 in excess thereof. BOND FORM: Book-entry Only through DTC ANTICIPATED RATING: None TAXATION: Exempt from federal taxes; not subject to AMT; not exempt from State of Illinois income taxes. INTEREST PAYMENT March 1 and September 1,commencing September 1,2007 DATES: PRINCIPAL PAYMENT March 1,commencing March 1, 2013 DATES: OPTIONAL REDEMPTION: The Bonds are subject to mandatory redemption by the City prior to maturity. SPECIAL MANDATORY The Bonds are subject to mandatory redemption on any Interest REDEMPTION FROM Payment Date, in par,from prepayments of Special Taxes made in PROPERTY OWNER accordance with the Ordinance of the City establishing the Area(the PREPAYMENT: "Establishing Ordinance")and deposited into the Special Redemption Account of the Bond Fund, at a redemption price of par, together with accrued interest on such Bonds to the date of EXHIBIT CCC redemption. The Bonds will be called in order of maturity. When the amount on deposit in the Special Redemption Account equals $1,000, such amount shall be used to redeem Bonds on the next Interest Payment Date at the redemption prices set forth above. ACCELERATION: The Indenture does not permit the acceleration of the principal of the Bonds upon the occurrence of an Event of Default under the Indenture. ABATEMENT: Annually on or before the last Tuesday in December,the City shall adopt an abatement ordinance abating the Special Tax to the extent monies are on deposit in the Principal and Interest Account of the Bond Fund and to adjust the levy for prepayment that occurred during the year. BOND COUNSEL: Foley&Lardner UNDERWRITER: William Blair&Company TRUSTEE: Bank of New York BILLING AND The County will bill and collect the special service area tax. COLLECTING: ADMINISTRATOR: The City will hire David Taussig&Associates as the special service area administrator(the"Administrator")to assist the City in the levy, abatement and collection process. � V � U m j N d XS v O N Q Q Q n m N J - j o L` N m d F B s w m a s _ J C O N o rn R iq m m Q 2 c d m E o N Z C7 Q d 0 H = a C B g n+ - - 5 d OL OW ^ = g s s z � � _ •i g U a H ffi k B ed cc R R g $ N n n F #A o � n 1 N r�� STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) ORDINANCE NO. 2006- AN ORDINANCE AUTHORIZING THE EXECUTION OF AN ANNEXATION AGREEMENT OF (Harris Woods) WHEREAS, it is prudent and in the best interest of the UNITED CITY OF YORKVILLE, Kendall County, Illinois, that a certain Annexation Agreement pertaining to the annexation of real estate described on the Exhibit"A" attached hereto and made a part hereof entered into by the UNITED CITY OF YORKVILLE; and WHEREAS, said Annexation Agreement has been drafted and has been considered by the City Council; and WHEREAS, the legal owners of record of the territory which is the subject of said Agreement are ready, willing and able to enter into said Agreement and to perform the obligations as required hereunder; and WHEREAS, the statutory procedures provided in 65 ILCS 11-15.1.1, as amended, for the execution of said Annexation Agreement has been fully complied with; and Page 1 of 3 WHEREAS,the property is presently contiguous to the City. NOW THEREFORE,BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILE,KENDALL COUNTY, ILLINOIS, AS FOLLOWS; Section 1: The Mayor and the City Clerk are herewith authorized and directed to execute, on behalf of the City, an Annexation Agreement concerning the annexation of the real estate described therein, a copy of which Annexation Agreement is attached hereto and made a part hereof. Section 2: This ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this Day of A.D. 2006. MAYOR Page 2 of 3 Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Page 3 of 3 STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) ORDINANCE NO. 2006- AN ORDINANCE ANNEXING CERTAIN TERRITORY TO THE UNITED CITY OF YORKVILLE, KENDALL COUNTY,ILLINOIS (Harris Woods) WHEREAS, a written petition, signed by the legal owner of record of all land within the territory hereinafter described,has been filed with the City Clerk of the United City of Yorkville, Kendall County, Illinois,requesting that said territory be annexed to the United City of Yorkville; and, WHEREAS,there are no electors residing within the said territory, and, WHEREAS, the said territory is not within the corporate limits of any municipality but is contiguous to the United City of Yorkville; and, WHEREAS, legal notices regarding the intention of the United City of Yorkville to annex said territory have been sent to all public bodies required to receive such notices by state statute; and, WHEREAS, copies of such notices required to be recorded,if any,have been recorded in the Office of the Recorder Kendall County, Illinois; and, WHEREAS,the legal owner of record of said territory and the United City of Yorkville have entered into a valid and binding annexation agreement relating to such territory; and, WHEREAS, all petitions, documents, and other necessary legal requirements are in full compliance with the terms of the annexation agreement and with the statutes of the State of Illinois, specifically Section 7-1-8 of the Illinois Municipal Code; and, WHEREAS, it is in the best interests of the United City of Yorkville that the territory be annexed thereto, NOW, THEREFORE, BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: SECTION 1: The following described territory, That territory described in the Legal Description which is attached hereto and made a part of this Ordinance. that territory also being indicated on an accurate map of the annexed territory(which is attached hereto and made a part of this Ordinance),is hereby annexed to the United City of Yorkville, Kendall County, Illinois. SECTION 2: The City Clerk is hereby directed to record with the Kendall County Recorder and to file with the Kendall County Clerk a certified copy of the Ordinance, together with an accurate map of the territory annexed attached to this Ordinance. SECTION 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me,as Mayor of the United City of Yorkville, Kendall County, Illinois,this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 �hc-, h , STATE OF ILLINOIS J ) ss COUNTY OF KENDALL ) ORDINANCE NO. 2006- AN ORDINANCE REZONING CERTAIN PROPERTY IN FURTHERANCE OF AN ANNEXATION AGREEMENT (Harris Woods) WHEREAS, NC Master LLC is the legal owner of record of property described on Exhibit"A"attached hereto and incorporated herein (the Property), and WHEREAS Woodlands, Inc. and Meadowbrook Homes, Inc., developers of the Property has made application by petition for the rezoning of the Property pursuant to an Annexation of the Property, and WHEREAS, owners and developers have previously entered into an agreement for annexation, and zoning of the property, and WHEREAS,the Yorkville Plan Commission has recommended the rezoning of the property as R-2 PUD—Residential District. NOW,THEREFORE BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS UPON MOTION DULY MADE, SECONDED AND APPROVED BY THE MAJORITY OF THOSE MEMBERS OF THE CITY COUNCIL VOTING, THAT: 1. The City Council approves the recommendation of the Plan Commission and hereby rezones the property as R-2 PUD Residential District as described in attached Exhibit "B" (Legal Description of the Property). 2. The Property shall be developed according to the terms of an Annexation Agreement previously adopted. 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) ORDINANCE NO. 2006- AN ORDINANCE ANNEXING CERTAIN TERRITORY TO THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS (Matlock Property) WHEREAS, a written petition, signed by the legal owner of record of all land within the territory hereinafter described, has been filed with the City Clerk of the United City of Yorkville, Kendall County, Illinois,requesting that said territory be annexed to the United City of Yorkville; and, WHEREAS,there are no electors residing within the said territory, and, WHEREAS, the said territory is not within the corporate limits of any municipality but is contiguous to the United City of Yorkville; and, WHEREAS, legal notices regarding the intention of the United City of Yorkville to annex said territory have been sent to all public bodies required to receive such notices by state statute; and, WHEREAS, copies of such notices required to be recorded, if any, have been recorded in the Office of the Recorder Kendall County, Illinois; and, WHEREAS, all petitions, documents, and other necessary legal requirements are in full compliance with the terms of the annexation agreement and with the statutes of the State of Illinois, specifically Section 7-1-8 of the Illinois Municipal Code; and, WHEREAS, it is in the best interests of the United City of Yorkville that the territory be annexed thereto, NOW, THEREFORE, BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: SECTION 1: The following described territory, That territory described in the Legal Description which is attached hereto and made apart of this Ordinance. that territory also being indicated on an accurate map of the annexed territory (which is attached hereto and made a part of this Ordinance), is hereby annexed to the United City of Yorkville, Kendall County, Illinois. SECTION 2: The City Clerk is hereby directed to record with the Kendall County Recorder and to file with the Kendall County Clerk a certified copy of the Ordinance, together with an accurate map of the territory annexed attached to this Ordinance. SECTION 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville,Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville,IL 60560 P.I.N. 05-06-400-002 PLAT OF ANNEXATION TO THE UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS /\ 0' 300' �< SCALE 1 EXISTING CORPORATE 1 LIMITS P.I.N. 05-06-276-001 1 I 1 I 1 �g41.42! cJt I HEREBY EASTERLY LINE OF SILVER FOX SUBDIVISION ' ANNEXED — (18.8± ACRES) P.O.0 W I SOUTHERLY LINE OF 1641 36 m SILVER FOX SUBDIVISION - - L) — — — — ui O P.I.N. 05-06-400-002 n I O DOC # 200400001479 �z I P.O.B. O — < w 1 DOC fP 200500036836 11 w z �zcI 1 M I Revised 6/2/06 I ANNEXATION AGREEMENT SILVER FOX SUBDIVISION THIS ANNEXATION AGREEMENT("Agreement"),is made and entered as of the day of 2006 by and between MIDWEST DEVELOPMENT, LLC an Illinois Limited Liability Company (collectively, "OWNER/DEVELOPER"), and the UNITED CITY OF YORKVILLE, a municipal corporation organized and existing under and by virtue of the laws of the State of Illinois(hereinafter referred to as"CITY")by and through its Mayor and Aldermen("Corporate Authorities"). OWNER/DEVELOPER and the CITY are sometimes hereinafter referred to individually as a "Party" and collectively as the "Parties": RECITALS: A. OWNER/DEVELOPER is the owner of record of certain parcels of real estate legally described and shown on the Plat of Annexation, attached hereto as Exhibit "A" (hereinafter referred to as "SUBJECT PROPERTY"). B. OWNER/DEVELOPER desire to annex the SUBJECT PROPERTY to the CITY for the purposes of developing a residential known as Silver Fox. The SUBJECT PROPERTY is currently contiguous with the existing corporate limits of the CITY and is not within the boundary of any other city. C. OWNER/DEVELOPER desire to proceed with the development thereof for residential use in accordance with the terms and provisions of this Agreement. D. OWNER/DEVELOPER propose that the SUBJECT PROPERTY be rezoned under the R-2 Single-Family Residence District provisions of the City Zoning Ordinance ("Zoning Ordinance',to be developed with detached single-family residences within the SUBJECT PROPERTY consisting of approximately one hundred (100) acres, legally described in Exhibit "A" attached hereto, all as depicted on the Preliminary Plat attached hereto and incorporated herein as Exhibit"B". E. All public hearings, as required by law, have been duly held by the appropriate hearing bodies of the CITY upon the matters covered by this Agreement. The Plan Commission conducted a public hearing regarding the requested zoning and conceptual site plan on February 17`h, 2005. City Council conducted the public hearing on the annexation agreement on January I Wh, 2006. F. The CITY and OWNER/DEVELOPER have given all appropriate notices due to be given pursuant to applicable provisions of the Illinois Compiled Statutes and the City Code. G. The Corporate Authorities, after due and careful consideration, have concluded that the Execution of the Annexation Agreement and Planned Unit Development Agreement subject to the terms and provisions of this Agreement, and the rezoning, subdivision and development of the SUBJECT PROPERTY as provided for herein, will inure to the benefit and improvement of the CITY in that it will increase the taxable value of the real property within its corporate limits,promote the sound planning and development of the CITY and will otherwise enhance and promote the general welfare of the people of the CITY. H. (i) Each party agrees that it is in the best interests of the OWNER/DEVELOPER and the CITY to annex and develop the SUBJECT PROPERTY described in the attached Exhibit"A and B" in conformance with the United City of Yorkville Comprehensive Plan with open spaces totaling over approximately 22.42 acres interspersed throughout the development and through the provision of orderly flow of traffic within the development and to adjoining real property. (ii) Each party agrees that it is in the best interest of the local governmental bodies affected and the OWNER/DEVELOPER to provide for performance standards in the development of the SUBJECT PROPERTY. (iii) Each party agrees that a substantial impact will be placed on the services of the United City of Yorkville and other governmental agencies by development of said real property. (iv) The SUBJECT PROPERTY is contiguous to the corporate boundaries of the CITY. I. It is the desire of the CITY,the OWNER/DEVELOPER that the development and use of the SUBJECT PROPERTY proceed as conveniently as may be, in accordance with the terms and provisions of this Agreement,and be subject to the applicable ordinances, codes and regulations of the CITY now in force and effect,except as otherwise provided in this Agreement. J. The OWNER/DEVELOPER and their representatives have discussed the proposed annexation and have had public hearings with the Plan Commission and the City Council, and prior to the execution hereof, notice was duly published and a public hearing was held to consider this Agreement, as required by the statutes of the State of Illinois in such case made and provided. NOW, THEREFORE, in consideration of the foregoing preambles and mutual covenants and agreements contained herein, the Parties hereto agree to enter into this Agreement and to supplement the Petition for Zoning and Annexation and drawings submitted therewith,including the Preliminary Plat,attached hereto as Exhibit`B"and agree that the annexation,zoning and plan for the SUBJECT PROPERTY shall be approved by the City Council upon the following terms and conditions and in consideration of the various agreements made between the parties: 1, LEGAL CONFORMANCE WITH LAW. This Agreement is made pursuant to and in accordance with the provisions of the CITY ordinances,as amended from time to time, and applicable provisions of the Illinois Compiled Statutes and the Illinois Constitution. 2. ANNEXATION AND ZONING. As soon as reasonably practicable following the execution of this Agreement, the Corporate Authorities shall adopt such ordinances as may be necessary and appropriate to annex and rezone the SUBJECT PROPERTY under the R-2 Single-Family Residence District provisions of the City Zoning Ordinance ("Zoning Ordinance") with 172 residences, all as shown on the Preliminary Plat attached hereto as Exhibit `B", provided that interim use of all or any portion of the SUBJECT PROPERTY as agricultural use shall be permitted as legal non-conforming uses of the SUBJECT PROPERTY until such portions are actually developed. OWNER/DEVELOPER agree that the SUBJECT PROPERTY shall be developed in accordance with the ordinances of the CITY, as approved or subsequently amended,unless otherwise provided for herein, and agree to follow all of the policies and procedures of the CITY in connection with such development except as modified in this Agreement and the Preliminary Plat (Exhibit "B"). 3. UTILITIES, EASEMENTS AND PUBLIC IMPROVEMENTS. OWNER/DEVELOPER agree that any extension and/or construction of the utilities and public improvements shall be performed in accordance with existing CITY subdivision regulations as varied by this Agreement. Any on-site work and the cost thereof shall be the responsibility of OWNER/DEVELOPER within their respective parcels(Utilities and Public Improvements) except as otherwise provided in this Agreement. In addition, the CITY agrees that, at OWNER/DEVELOPER's request, the CITY shall exercise reasonable and best efforts to acquire off-site easements. All costs related to or associated with condemnation of property as well as the cost of acquisition of the real property for casement purposes only, and not as to acquisition of fee title, shall be the responsibility of OWNER/DEVELOPER. The CITY shall not be obligated to incur any acquisition cost not approved by OWNER/DEVELOPER. 4. POTABLE WATER SUPPLY, SANITARY SEWER, RECAPTURE, AND FUNDING MECHANISMS. A. The CITY represents to OWNER/DEVELOPER that most of the potable water facilities needed to serve this development will be constructed by the CITY pursuant to this agreement such that potable water, fire flow and water storage facilities will have sufficient capacity to adequately serve the needs of the OWNER/DEVELOPER and occupants of the SUBJECT PROPERTY as developed pursuant to the terms of this Agreement. B. With the respect to sanitary sewer treatment capacity, the CITY shall assist and cooperate with OWNER/DEVELOPER in their efforts to acquire adequate sanitary sewer treatment capacity from the Yorkville Bristol Sanitary District for use within their respective parcels in the SUBJECT PROPERTY as developed pursuant to this Agreement. Additionally,the CITY shall also assist and cooperate with OWNER/DEVELOPER in their efforts to obtain adequate means of delivery of such sanitary sewer capacity to the SUBJECT PROPERTY or,in the alternative,shall provide such means of delivery,subject,however,to the requirements of the Yorkville Bristol Sanitary District where appropriate. The CITY shall seek to obtain such governmental approvals and permits, but in the event that its best efforts are not successful, the CITY shall not be liable for any failure to provide adequate means of delivery of the sanitary sewer treatment capacity contemplated under this Subsection 5(B) arising from its inability to obtain such approvals and permits; and the CITY undertakes no duty to pay for the extension of sanitary sewer extensions to the SUBJECT PROPERTY. C. The CITY represents to OWNER/DEVELOPER that OWNER/DEVELOPER shall become liable to the CITY or any other party for recapture upon the annexation and/or development of the SUBJECT PROPERTY for any existing sewer or water lines or storm water lines and/or storage facilities that may serve the SUBJECT PROPERTY; provided, however, subject to the terms of this Agreement, OWNER/DEVELOPER shall be responsible to pay sewer and water connection fees. 5. SECURITY INSTRUMENTS. A. Posting Security. OWNER/DEVELOPER shall deposit, or cause to be deposited, with the CITY such irrevocable letters of credit or surety bonds in the forms prescribed by the ordinances of the CITY("Security Instruments")to guarantee completion and maintenance of the public improvements to be constructed as a part of the development as are required by applicable ordinances of the CITY, The OWNER/DEVELOPER shall have the sole discretion,subject to compliance with Illinois law,as to whether an irrevocable letter of credit or surety bond will be used as the security instruments. The amount and duration of each Security Instrument shall be as required by applicable ordinances of the CITY. The City Council upon recommendation by the City Engineer,may from time to time approve a reduction or reductions in the Security Instruments by an amount not in excess of eighty-five percent(85%)of the value certified by the City Engineer of the completed work, so long as the balance remaining in the Security Instruments is at least equal to one hundred ten percent (110%0) of the cost to complete the remaining public improvements for the Development. B. Acceptance of Underground Improvements and Streets. Upon completion and inspection of underground improvements, streets, and/or related improvements of Development, and acceptance by the City Council upon recommendation by the City Engineer, OWNER/DEVELOPER shall be entitled to a release or appropriate reduction of any applicable Security Instrument,subject to a maintenance Security Instrument remaining in place for a one year period from the date of acceptance by the CITY,in conformance with the City Subdivision Control Ordinance. The CITY shall exercise good faith and due diligence in accepting said public improvements following OWNER/DEVELOPER'S completion thereof for the Development in compliance with the requirements of said ordinance, and shall adopt the resolution accepting said public improvements not later than ninety (90) days of completion of the punchlist. C. Transfer and Substitution. Upon the sale or transfer of any portion of their respective parcels within the SUBJECT PROPERTY, OWNER/DEVELOPER shall be released from the obligations secured by its Security Instruments for public improvements upon the submittal and acceptance by the CITY of a substitute Security Instrument approved by the CITY, securing the costs of the improvements set forth therein. 6. AMENDMENTS TO ORDINANCES. All ordinances, regulations, and codes of the CITY,including,without limitation those pertaining to subdivision controls, zoning,storm water management and drainage, comprehensive land use plan, and related restrictions,as they presently exist,except as amended,varied,or modified by the terms of this Agreement,shall apply to the SUBJECT PROPERTY and its development for a period of five(5)years from the date of this Agreement. Any amendments,repeal,or additional regulations, which are subsequently enacted by the CITY, shall not be applied to the development of the SUBJECT PROPERTY except upon the written consent of OWNER/DEVELOPER during said five (5) year period. The CITY shall give the OWNER/DEVELOPER a six(6)month grace period from the date they are notified of any changes to the ordinances,regulations, and codes of the CITY in order to comply with the new regulations. After said five (5) year period, the SUBJECT PROPERTY and its development will be subject to all ordinances, regulations, and codes of the CITY in existence on or adopted after the expiration of said five(5)year period,provided,however, that the application of any such ordinance,regulation or code shall not result in a reduction in the number of residential building lots herein approved, alter or eliminate any of the ordinance variations provided for herein, nor result in any subdivided lot or structure constructed within the SUBJECT PROPERTY being classified as non-conforming under any ordinance of the CITY. The foregoing to the contrary notwithstanding, in the event the CITY is required to modify, amend or enact any ordinance or regulation and to apply the same to the SUBJECT PROPERTY pursuant to the express and specific mandate of any superior governmental authority, such ordinance or regulation shall apply to the SUBJECT PROPERTY and be complied with by OWNER/DEVELOPER, provided, however, that any so-called "grandfather" provision contained in such superior governmental mandate which would serve to exempt or delay implementation against the SUBJECT PROPERTY shall be given full force and effect. If, during the term of this Agreement, any existing, amended, modified or new ordinances,codes or regulations affecting the zoning,subdivision,development,construction of any improvements, buildings, appurtenances,or any other development of any kind or character upon the SUBJECT PROPERTY,other than those upon which site plan approval may be based, are amended or modified to impose less restrictive requirements on development or construction upon properties situated within the CITY'S boundaries, then the benefit of such less restrictive requirements shall inure to the benefit of the OWNER/DEVELOPER,and anything to the contrary contained herein notwithstanding,the OWNER/DEVELOPER may proceed with development or construction upon the SUBJECT PROPERTY pursuant to the less restrictive amendment or modification applicable generally to all properties within the CITY. 7. BUILDING CODE: BUILDING PERMITS.. A. The CITY has adopted the International Building Code, which is updated approximately every three years.The building codes for the CITY in effect as of the date of building permit application will govern any and all construction activity within the Subject Property. B. The CITY shall act upon each application for a building permit for which OWNERS/DEVELOPER, or their duly authorized representatives, shall apply, within fourteen (14) calendar days of the date of application therefore or within fourteen (14) calendar days of receipt of the last of the documents and information required to support such application, whichever is later, provided the applicable improvements for which the building permit applies will be constructed and installed in accordance with the approved final plat and approved final engineering for the development within the SUBJECT PROPERTY. If the application is disapproved,the CITY shall provide the applicant with a statement in writing specifying the reasons for denial of the application including a specification of the requirements of law that the applicant and supporting documents fail to meet. The CITY agrees to issue such building permits upon the compliance with those legal and documentary requirements so specified by the CITY. C. Subject to any other necessary governmental regulatory approval,the CITY shall permit OWNER/DEVELOPER, and their duly authorized representatives, to install temporary waste water holding tanks and temporary water facilities to serve sales offices or similar temporary structures,and model buildings constructed on the SUBJECT PROPERTY provided that each such temporary tank and temporary water facility shall be removed and disconnected within ten (10) days after said structures shall be connected to the sewer or other permitted waste disposal systems,and water mains,at OWNERS/DEVELOPER's sole cost, subject to force majeure. The use of such temporary facilities shall be subject to all health and safety codes of the CITY and CITY shall inspect such facilities on a periodic basis. D. Subject to the provisions of Section 11 hereof, no permit fees, plan review fees or inspection fees which are not generally and uniformly applicable throughout the CITY shall be imposed by the CITY against the SUBJECT PROPERTY. 8. FUTURE FINAL PLATS AND FINAL ENGINEERING. The CITY shall act upon any final plat and final engineering submitted to it for approval within a reasonable time of its receipt of such final plat, final engineering and all necessary supporting documentation and information. The plat review and consideration by the CITY shall not exceed the limitations set out in 65 ILCS 5/11-12-8 (2002). All proposed Final Plat units for this development shall contain a minimum of 40 dwelling units. 9. FEES AND CHARGES. A. During the first five(5)years following the date of this Agreement,the CITY shall impose upon and collect from the OWNER/DEVELOPER, and their respective contractors and suppliers, only those permit, license, tap-on and connection fees and charges, and in such amount or at such rate,as are in effect on the date of this Agreement and as are generally applied throughout the CITY,except as otherwise expressly provided for in this agreement on the Fee Schedule attached hereto and made a part hereof as Exhibit "C". At the expiration of this five (5) year term, the CITY shall give the OWNER/DEVELOPER a one(1)year grace period from the date they are notified of any changes to the permit, license, tap on and connection fees and charges in order to comply with the new regulations. B. To the extent that any fees charged by the CITY or other governmental agency by reason of this Agreement or City Ordinance are not frozen by the specific terms contained in this Agreement, such fees may be prepaid as follows: (i) If the CITY increases any fees that are not prohibited from being increased by the terms of this Agreement and are applicable to the SUBJECT PROPERTY, the CITY will provide OWNER/DEVELOPER with notice thereof and OWNER/DEVELOPER will be permitted the right to prepay the fees as they existed prior to such increase at any time within thirty(30)days after receipt of the notice of the increase of the fees from the CITY. (ii) OWNER/DEVELOPER's right to prepay will apply to all fees or only certain fees applicable to their respective parcels within the SUBJECT PROPERTY as selected by OWNER/ DEVELOPER and prepayment of a particular fee will prevent the increase in such fee from being applicable to that portion of the SUBJECT PROPERTY for which such fee was prepaid. For fees charged on a per residential unit basis,OWNER/DEVELOPER may estimate the number of residential units and pay such fees based on such estimated number of units or may prepay for only a certain number (determined by OWNER/DEVELOPER)of units. Once the calculation is made,no refund of any portion of any prepayment made will be allowed. C. The CITY represents and warrants to OWNER/DEVELOPER that no part of the SUBJECT PROPERTY is currently subject to nor is there pending any request to subject any part of the SUBJECT PROPERTY to any special service area or special assessment district that will result in any special taxes or assessments for any portion of the SUBJECT PROPERTY,other than the SSA described in Section 19 of this agreement and any charges to existing drainage districts of record, if any. 10. CONTRIBUTIONS. The CITY shall not require the OWNER/DEVELOPER to donate any land or money to the CITY, or any other governmental body, except as otherwise expressly provided in this Agreement. 11. SCHOOL AND PARK DONATIONS. DEVELOPER shall be responsible for making the contributions as outlined below to the Yorkville Community School District#115 ("School District"),the City of Yorkville Park Department("Park Department")and the CITY for the estimated impact and donation that is projected to be experienced by said entities as a result of the development in the manner provided for under this Agreement. Yorkville Parks and Recreation Department: Land Donation: 3.00 Acres as depicted on the Planned Unit Development Plan Cash Donation:. Payable at the time of issuance of each building permit at the rate of$1,604.65 per detached single family home Yorkville Community School District: Land Cash Fee: Owner/Developer agrees to pay, in lieu of land, a cash donation of$822,242.56 in satisfaction of the land cash fee to the School District per the ordinances. Said contribution shall be paid 100% at the time of issuance of each building permit in the amount of$4,780.48 per single family dwelling. 12. PROJECT SIGNS. Following the date of this Agreement-and through the date of the issuance of the final occupancy permit,OWNER/DEVELOPER shall be entitled to construct,maintain and utilize offsite subdivision identification, marketing and location signs at not more than two (2) locations at any time within the corporate limits of the CITY as OWNER/DEVELOPER may designate (individually an "Offsite Sign" and collectively the "Offsite Signs") subject to sign permit review and issuance by the CITY. Offsite Signs will not be located on public right-of-way. OWNER/DEVELOPER shall be responsible,at its expense,for obtaining all necessary and appropriate legal rights for the construction and use of each of the Offsite Signs. Each Offsite Sign may be illuminated subject to approval by the CITY. In addition to the Offsite Signs, OWNER/DEVELOPER shall be permitted to construct, maintain and utilize signage as identified in Exhibit"D" attached hereto and shall be permitted as a permanent sign at the entry of residential neighborhood. 13. MODEL HOMES, PRODUCTION UNITS AND SALES TRAILERS. During the development and build out period (subsequent to final plat approval), OWNER/DEVELOPER,and such other persons or entities as OWNER/DEVELOPER may authorize,may construct, operate and maintain model homes and sales trailers staffed with OWNER/DEVELOPER's, or such other person's or entity's, sales and construction staff, and may be utilized for sales offices for Silver Fox. The number of such model homes and sales trailers and the locations thereof shall be as from time to time determined or authorized by DEVELOPER. Off-street parking shall be required for model homes when more than five(5)model homes are constructed on consecutive lots in a model home row. Three(3)off-street spaces will be required for each model home in a model home row,with combined required parking not to exceed thirty (30) off-street spaces. A site plan showing the location of the parking areas and walks will be submitted for review and approval by the CITY. No off-street parking shall be required for individual model homes or sales trailers that are not part of a model home row other than the driveway for such model home/sales trailer capable of parking two (2) cars outside of the adjacent road right-of-way. Building permits for model homes, sales trailers and for up to five(5) dwelling units, shall be issued by the CITY upon proper application thereof prior to the installation of public improvements (provided a gravel access road is provided for emergency vehicles and upon proof to the CITY the OWNER has demonstrated to the Bristol Kendall Fire Protection District fire hydrants within 300 feet of the dwelling units are operational) A final inspection shall be conducted prior to the use of a model home and water service shall be made available within 300' of the model home. Any fire hydrants that are not in service within 30 days of installation shall be marked or bagged by the OWNER. There shall be no occupation or use of any model homes or production dwelling units until the binder course of asphalt is on the street,and no occupation or use of any production dwelling units until the water system and sanitary sewer system needed to service such dwelling unit are installed and operational or until temporary service is available,whichever is earlier. Use of models as a model unit only shall not be deemed to be "occupancy" thereof and may be made prior to connection to a sanitary sewer or water system, so long as temporary waste water holding tanks and temporary water facilities are installed to serve them. OWNER/DEVELOPER may locate temporary sales and construction trailers during the development and build out of said property, provided any such sales trailer shall be removed within two(2)weeks of issuance of the final building permit in that unit where the trailer is located. A building permit will be required by the CITY for any trailer that will be utilized as office space. Prior to construction of the sales trailer the OWNER/DEVELOPER shall submit an exhibit of the model trailer site with landscaping and elevations for the CITY's approval. OWNER/DEVELOPER hereby agrees to indemnify, defend and hold harmless the CITY and the Corporate Authorities(collectively"Indemnities")from all claims,liabilities, costs and expenses incurred by or brought against all or any of the Indemnities as a direct and proximate result of the construction of any model homes or production dwelling units prior to the installation of the public street and water improvements required to service such dwelling unit and shall execute and deliver to the CITY a hold harmless and indemnification agreement in form and content reasonably satisfactory to the CITY,so providing,prior to the commencement of construction of any model homes. OWNER/DEVELOPER shall be permitted to obtain building permits in the same manner for additional model homes and for initial production dwelling units as the Final Plat and Final Engineering is approved by the CITY. 14. CONTRACTORS' TRAILERS. The CITY agrees that from and after the date of execution of this Agreement, contractor's and subcontractor's supply storage trailers may be placed upon such part or parts of the SUBJECT PROPERTY as required and approved by OWNER/DEVELOPER for development purposes. Said trailers shall be removed respectively,within thirty(30) days after issuance of the last occupancy permit for each such parcel,subject to force majeure. A building permit will be required by the CITY for any trailer that will be utilized as office space. All contractor's trailers and supply trailers shall be kept in good working order and the area will be kept clean and free of debris. No contractor's trailers or supply trailers will be located within dedicated right-of-way. 15. CERTIFICATES OF OCCUPANCY. A. The CITY shall issue certificates of occupancy for buildings and dwelling units constructed on the SUBJECT PROPERTY within five(5) working days after proper application therefor or within five (5) working days after the receipt of the last of the documents or information required to support such application, whichever,is later. If the application is disapproved,the CITY shall provide the applicant within five(5)working days after receipt of the application and all documentation or information required to support such application,with a statement in writing of the reasons for denial of the application including specification of the requirements of law which the application.and supporting documents fail to meet. The CITY agrees to issue such certificates of occupancy upon the applicant's compliance with those requirements of law so specified by the CITY. The CITY, at its expense, shall retain the services of such consultants and/or hire such employees as may be necessary to ensure that the CITY is able to fulfill its obligations under this Subsection. The foregoing,however,shall not negate the obligation of OWNER/DEVELOPER to pay all fees otherwise payable for services rendered in connection with the issuance of,certificates of occupancy under applicable CITY_ordinances. B. Notwithstanding the foregoing, certificates of occupancy shall be issued by the.CITY for buildings and dwelling units whose driveway and/or sidewalk paving and grading improvements have not been completely finished due to adverse weather conditions subject to the following understanding: if a certificate of occupancy is issued for such a building or dwelling unit and a party fails to complete the driveway and/or sidewalk paving or grading improvements for such building or dwelling unit as soon as weather permits but in any event by the first day of summer,the CITY shall have the right to withhold the issuance of further building permits to such party until such exterior work has been completed; Notwithstanding the foregoing, if the provision above applies but if the party that failed to complete the driveway and/or sidewalk paving or grading improvements posts Security with the CITY in the amount of one hundred fifty percent(150%)of the amount estimated by the CIT'Y'to be needed to complete such improvements or to effect such corrections, the CITY shall not withhold the issuance of such building permits or certificates of occupancy. Under no circumstances shall the failure of Commonwealth Edison or another utility company to energize street lights installed by OWNER/DEVELOPER on the SUBJECT PROPERTY constitute a basis for the CITY denying the issuance of building permits or a certificate of occupancy for buildings and dwelling units constructed or to be constructed within the SUBJECT PROPERTY. 16. LIMITATIONS. In no event,including,without limitation,the exercise of the authority granted in Chapter 65, Section 5/11-12-8 of the Illinois Compiled Statutes (2002)ed.,shall the CITY require that any part of the SUBJECT PROPERTY be dedicated for public purposes, except as otherwise provided in this Agreement or identified on the Concept Plan. 17. COMMENCEMENT OF IMPROVEMENTS. A. The CITY shall issue permits to OWNER/DEVELOPER to authorize the commencement of construction of utility improvements on the SUBJECT PROPERTY or any Parcel thereof at the sole risk and cost of OWNER/DEVELOPER prior to: (i)approval of a final plat of subdivision; (ii) prior to construction of the CITY utility improvements provided: (1) such construction is undertaken at the risk of the party seeking to undertake such work; (2) approved engineering plans for such improvements have been approved by the CITY that are sufficient in detail for the CITY to determine the nature and scope of the improvements being constructed; (3) the preliminary subdivision plat upon which the improvements are being constructed has been approved by the CITY; (4)the IEPA and the sanitary district that will serve the SUBJECT PROPERTY,as and if applicable,have issued permits for the construction of sanitary sewer and water lines. The CITY agrees to review and, where appropriate, execute IEPA sewer and water permit applications separate and apart from the review of final engineering plans so that the IEPA will be in a position to issue such permits prior to CITY approval of final engineering plans. The OWNER/DEVELOPER acknowledges that the CITY's signature on the IEPA water and sanitary sewer permit application does not constitute final plat or plan approval; and(5)the construction complies with the CITY'S then existing soil erosion ordinances. OWNER/DEVELOPER shall indemnify the CITY against any claims,actions or losses the CITY may suffer,sustain or incur because another governmental agency takes action against the CITY after OWNER/DEVELOPER undertake development activities on either of their respective parcels pursuant to the provisions of this Subsection 23(B). B. The CITY shall issue permits to OWNER/DEVELOPER to authorize the commencement of mass earthwork and grading on their respective parcels of the SUBJECT PROPERTY or any Parcel thereof prior to acceptance of a final plat of subdivision and final engineering by the CITY, provided, that OWNER/DEVELOPER has submitted and the CITY has approved mass grading and erosion control plans at least thirty(30)days prior to the commencement of such mass earthwork and grading and complies with the erosion control ordinance of the CITY. All earthwork activities shall comply with Illinois EPA requirements and City of Yorkville ordinances. C. Notwithstanding the foregoing, the SUBJECT PROPERTY or any portion thereof may continue to be used for agricultural and nursery uses as interim uses until the relevant portion of the SUBJECT PROPERTY is actually developed. Such uses shall constitute legal, non-conforming uses of the SUBJECT PROPERTY. 18. COVENANTS. In lieu of any architectural control ordinances adopted by the CITY, the OWNER/DEVELOPER agrees to impose covenants,conditions and restrictions relating to fagade materials, accessory structures and other building restrictions at the time of final plat submittal for each unit. OWNER/DEVELOPER shall include provisions in the covenants to provide that the Homeowners Association shall be responsible for the maintenance of landscaping within the perimeter landscaping easements;signage provided, and other obligations as determined at the time of final platting and as referenced in this Agreement. 19. ESTABLISHMENT OF SPECIAL SERVICE AREA AS PRIMARY FUNDING MECHANISM FOR INSTALLATION OF PUBLIC IMPROVEMENTS. OWNERS', DEVELOPER's and the CITY agree to establish a special service area ("SSA") as a primary funding mechanism for installation of on-site and off-site public improvements, including, without limitation, potable.water, fire flow and/or water storage facilities, roads, storm water facilities (i.e., storm water sewers, collection and conveyance improvements, detention ponds if they benefit off-site properties), sanitary sewer facilities and other public improvements. The CITY, OWNERS and/or DEVELOPER shall cooperate in good faith to identify and agree on the appropriate structure for the financing, which the CITY and DEVELOPER currently believe will consist of one or more SSA's pursuant to 35 ILCS 200/27-5 et seq., but which may be authorized and implemented under other legal frameworks acceptable to the CITY, OWNERS and/or DEVELOPER. However, CITY, OWNERS and/or DEVELOPER hereby expressly agree that the form of Special Tax or other Revenue Bond shall be the form of bond which requires a payment at the time of sale of a developed lot, or the time of issuance of a building permit, otherwise known as the"pay down"bond. The burden of the assessment is limited to and shall be paid by only those future property owners within the SUBJECT PROPERTY, and the other properties joining in the SSA for the areas generally referred to as the"Southwest Infrastructure Developments" described in Section 8 of this agreement. 20. CROSS CONTINGENCIES FOR INFRASTRUCTURE IMPROVEMENTS INCLUDING GREENBRIAR ROAD EXTENTION (SOUTHWEST INFRASTRUCTURE DEVELOPMENTS) A. CROSS CONTINGENCIES. OWNERS, DEVELOPER and CITY agree that this agreement shall be cross contingent with the CITY's approval of Annexations with 6 Developments commonly referred to as the"Southwest Infrastructure Developments." A list of the developments and the funding required on behalf of each of the developments is attached hereto as Exhibit BBB. These developments are related in that they all will derive special benefit from infrastructure improvements to be financed through the issuance of Special Revenue Bond(s) payable from special taxes levied in one or more special service areas to fund the extension of infrastructure to and through the developments. B. SSA FUNDING. Upon all Southwest Infrastructure Developments entered into individual annexation agreements, CITY, OWNERS and DEVELOPERS agree to establish individual Special Service Areas (SSA's) within each of the subdivisions listed on Exhibit BBB. City shall then take action to issue Special Revenue Bonds in and amount sufficient to fund the infrastructure extension by January 15, 2007 otherwise the DEVELOPERS shall have right to intervene. The formation of The SSA's and issuance of Special Revenue Bonds is intended to render the following results: 1. All areas will be within the SSA's, and all real property will become subject to the Special Tax. It is anticipated that each development will enact an individual SSA's, and that all SSA's will issue one mutual Special Tax Bond for payments of the improvements. 2. The special tax shall be available to fund the repayment of up to $_(this will be the pro rata amount owed by this development) million in special tax bonds. 3. The special tax revenue bonds shall be used to construct infrastructure as described on Exhibit"AAA". C. COST CONTAINMENT, OVERRUNS. In order to reduce the risk of cost overruns, OWNERS and/or DEVELOPERS agree that the amount of bonds sold should not be determined until bids have be received by the City for construction of the Southwest Infrastructure. Since final engineering must be completed prior to seeking bids, OWNERS and/or DEVELOPER agree to front fund the amount indicated on Exhibit "BBB" and to receive reimbursement for said sum from the sale of the Revenue Bonds. OWNERS and/or DEVELOPERS shall be allowed to comment regarding the determination of the amount of bonds sold, and the amount of contingency for cost overruns. CITY will respond in writing to all OWNER and DEVELOPER comments and justify said overruns. All DEVELOPERS shall be responsible for contribution,based upon the same ratios and rational used in Exhibit"AAA" if the cost to complete the Southwest Infrastructure exceeds the amount of the Bonds. D. PROCEEDS OF BONDS TO BE USED TO EXTEND GREEN BRIAR DRIVE. OWNERS and/or DEVELOPER agrees that traffic ultimately originating from this development, as well as all "Southwest Infrastructure Developments" will give rise to the need for the Green Briar Drive extension to Pavillion Road. One of the first uses of the Special Tax Bonds shall be the construction of the Green Briar Drive Extension. In addition, OWNER'S and/or DEVELOPERS agree to route all construction traffic along state Route 71 to Pavillion or High Point Road and then to the development, and not allow construction traffic to travel along Fox Road from Rt 47 to the development. E. RECAPTURE/RECOVERY OF INFRASTRUCTURE IMPROVEMENTS The CITY shall,in accordance with Chapter 65, Section 5/9-5-1 et.seq. of the Illinois Compiled Statutes, 2002 Edition, enter into agreements for recapture/recovery ("Recapture/Recovery Agreement") with DEVELOPER providing for the recapture/recovery by DEVELOPER of a portion of the cost of certain improvements as identified on Exhibit"AAA", constructed by DEVELOPER which the CITY has determined may be used for the benefit of property(`Benefited Property") not located within the Subject Property which connect to said improvements. The Benefited Property is identified on said Exhibit"DDD" attached hereto. Recapture for the Green Briar Drive improvement may include an increase of the normal and customary road fee for the Benefited Properties and therefore require the CITY to consider increasing this fee for the Benefited Properties via the annexation agreements for the Benefited Properties. Each Recapture Agreement shall be substantially in the form as attached hereto and made a part hereof as Exhibit"EEE". 21. HOMEOWNERS ASSOCIATION AND DORMANT SPECIAL SERVICE AREA WSSA). A. Homeowners Association. OWNER/DEVELOPER shall establish through a declaration of covenants, conditions and restrictions, a Homeowners Association ("Association") of all lot owners and a mandatory membership of all lot owners in the Association.The Association shall have the primary responsibility and duty to carry out and pay for the maintenance of Common Facilities(defined below)through assessments levied against all dwelling units. A maintenance easement shall be established over all of the Common Facilities located on the final plat for the Association that undertakes responsibility for the Common Facilities Maintenance. The Association will be responsible for the regular care,maintenance,renewal and replacement of the Common Facilities including stormwater ` detention areas and other open spaces. The maintenance described herein shall include, without limitation, the mowing and fertilizing of grass,pruning and trimming of trees and bushes,removal and replacement of diseased or dead landscape materials,and the repair and replacement of fences and monument signs, so as to keep the same in a clean, sightly and first class condition, and shall otherwise comply with the CITY's Property Maintenance Standards and Landscape Ordinance. B. Dormant Special Service Area. DEVELOPER agrees to the CITY enacting at the time of final plat approvals a Dormant Special Service Area(DSSA)to act as a back up in the event that the Homeowner's Association fails to.maintain the private common areas, detention ponds, perimeter landscaping features, and entrance signage. 22. ONSITE EASEMENTS AND IMPROVEMENTS. In the event that during the development of the SUBJECT PROPERTY, OWNER/DEVELOPER determine that any existing utility easements and/or underground lines require relocation to facilitate the completion of their obligation for their respective parcels of the SUBJECT PROPERTY in accordance with the Preliminary Plat,the CITY shall fully cooperate with OWNER/DEVELOPER in causing the vacation and relocation of such existing easements and/or utilities, however, all costs incurred in furtherance thereof shall be home by the OWNER/DEVELOPER. If any easement granted to the CITY as a part of the development of the SUBJECT PROPERTY is subsequently determined to be in error or located in a manner inconsistent with the intended development of the SUBJECT PROPERTY as reflected on the Preliminary Plat and in this Agreement, the CITY shall fully cooperate with OWNER/DEVELOPER in vacating and relocating such easement and utility facilities located therein,which costs shall be borne by OWNER/DEVELOPER, as the case may be. Notwithstanding the foregoing, and as a condition precedent to any vacation of easement,OWNER/DEVELOPER shall pay for the cost of design and relocation of any such easement and the public utilities located on their respective parcels unless the relocation involves overhead utilities. 23. DISCONNECTION. OWNER/DEVELOPER shall develop the SUBJECT PROPERTY as a development to be commonly known as Silver Fox in accordance with the fmal plat and final engineering approved by the CITY in accordance with the terms hereof, and shall not, as either the OWNER/DEVELOPER of said property,petition to disconnect any portion or all of said property from the CITY or from any service provided by the CITY. 24. CONFLICT IN REGULATIONS. The provisions of this Agreement shall supersede the provisions of any ordinance,code,or regulation of the CITY which may be in conflict with the provisions of this Agreement. 25. CITY ASSISTANCE. The CITY agrees to cooperate and provide any reasonable assistance requested by OWNER/DEVELOPER in applying for and obtaining any and all approvals or permits necessary for the development of the SUBJECT PROPERTY, including,but not limited to those required from the Illinois Environmental Protection Agency, the Army Corps of Engineers, the Federal Emergency Management Agency, the United States Environmental Protection Agency,IDOT,the Illinois Department of Natural Resources,Kendall Township, the United City of Yorkville Park Board and Yorkville Community Unit School District 115. The CITY further agrees to reasonably cooperate with OWNER/DEVELOPER in obtaining all permits and approvals required by the applicable sanitary district,the County of Kendall and all other governmental units in connection with the contemplated development of the SUBJECT PROPERTY. 26. ADDRESSES. Within fourteen(14) days after the final plat of subdivision is approved, CITY will provide OWNER/DEVELOPER with the addresses of all lots for the purpose of expediting the process of obtaining utility installations by the applicable utility company or companies. 27. SUBSEQUENT AMENDMENTS. It is understood and agreed that subsequent amendments of this Agreement,maybe obtained solely by the owner of any portion of the SUBJECT PROPERTY and the CITY as to such portion without any action or approval of the owners of other portions of the SUBJECT PROPERTY if such amendments do not affect the rights,duties or obligations of the owners of the balance of the SUBJECT PROPERTY not included in the aforedescribed amendments without any action or approval of the owners of other portions of the SUBJECT PROPERTY. Rezoning maybe applied for and processed by the CITY without requiring an amendment of this Agreement. 28. "RIGHT TO FARM"LANGUAGE. The OWNER/DEVELOPER of the property acknowledges that Kendall County has a long, rich tradition in agriculture and respects the role that farming continues to play in shaping the economic viability of the county (zoning indicator A-1 or Ag Special Use), normal agricultural practices may result in occasional smells,dust,sights,noise and unique hours of operation that are not typical in other zoning areas. The OWNER/DEVELOPER of the property agree to incorporate the "Right to Farm" language on the Final Plat of Subdivision and incorporate similar language within such other documents governing the subdivision if any property adjacent thereto is used or operated as a farm. 29. RESPONSIBILITIES OF OWNERIDEVELOPER. The CITY agrees that the OWNER/DEVELOPER is exculpated from any personal liability or obligation to perform the commitments and obligations set forth herein for the SUBJECT PROPERTY for which they do not act as developer and that the CITY will look solely to the party who develops for such performance. 30. GENERAL PROVISIONS. A. Enforcement. This Agreement shall be enforceable in the Circuit Court of Kendall County by any of the parties or their successors or assigns by an appropriate action at law or in equity to secure the performance of the covenants and agreements contained herein, including the specific performance of this.Agreement. This Agreement shall be governed by the laws of the State of Illinois. B. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the OWNER/DEVELOPER and their successors in title and interest,and upon the CITY, and any successor municipalities of the CITY. It is understood and agreed that this Agreement shall run with the land and as such, shall be assignable to and binding upon each and every subsequent grantee and successor in interest of the OWNER/DEVELOPER, and the CITY. The foregoing to the contrary notwithstanding,the obligations and duties of OWNER/DEVELOPER hereunder shall not be deemed transferred to or assumed by any purchaser of a empty lot or a lot improved with a dwelling unit who acquires the same for residential occupation, unless otherwise expressly agreed in writing by such purchaser. C. All Terms and Conditions Contained Herein. This Agreement contains all the terms and conditions agreed upon by the parties hereto and no other prior agreement, regarding the subject matter hereof shall be deemed to exist to bind the parties. The parties acknowledge and agree that the terms and conditions of this Agreement, including the payment of any fees,have been reached through a process of good faith negotiation,both by principals and through counsel, and represent terms and conditions that are deemed by the parties to be fair, reasonable, acceptable and contractually binding upon each of them. D. Notices. Notices or other materials which any party is required to, or may wish to,serve upon any other party in connection with this Agreement shall be in writing and shall be deemed effectively given on the date of confirmed telefacsimile transmission,on the date delivered personally or on the second business day following the date sent by certified or registered mail,return receipt requested, postage prepaid, addressed as follows: (I) If to OWNER Midwest Development, LLC DEVELOPER: Yorkville, Illinois 60560Fax: (630) 553- 3024 with copies to: Law Offices of Dallas C. Ingemunson, P.C.226 S. Bridge StreetYorkville, Illinois 60560Attention: Gregg IngemunsonFax: (630) 553-7958 (II) If to CITY: United City of YorkvilleAttn: City C1erk800 Game Farm RoadYorkville, IL 60560Fax: (630) 553-7575 or to such other persons and/or addresses as any party may from time to time designate in a written notice to the other parties. E. Severability. This Agreement is entered into pursuant to the,provisions of Chapter 65,Sec. 5/11-15.1-1,et seq.,Illinois Compiled Statutes(2002 ed.). In the event any part or portion of this Agreement, or any provision, clause, word, or designation of this Agreement is held to be invalid by any court of competent jurisdiction, said part, portion, clause, word or designation of this Agreement shall be deemed to be excised from this Agreement and the invalidity thereof shall not effect such portion or portions of this Agreement as remain. In addition, the CITY and OWNER/DEVELOPER shall take all action necessary or required to fulfill the intent of this Agreement as to the use and development of the SUBJECT PROPERTY. F. Agreement. This Agreement,and any Exhibits or attachments hereto,may be amended from time to time in writing with the consent of the parties,pursuant to applicable provisions of the City Code and Illinois Compiled Statutes. This Agreement may be amended by the CITY and the owner of record of a portion of the SUBJECT PROPERTY as to provisions applying exclusively thereto,without the consent of the owner of other portions of the SUBJECT PROPERTY not effected by such Agreement. G. Conveyances. Nothing contained in this Agreement shall be construed to restrict or limit the right of the OWNER/DEVELOPER to sell or convey all or any portion of the SUBJECT PROPERTY, whether improved or unimproved. H. Necessary Ordinances and Resolutions. The CITY shall pass all ordinances and resolutions necessary to permit the OWNER/DEVELOPER, and their successors or assigns, to develop the SUBJECT PROPERTY in accordance with the provisions of this Agreement, provided said ordinances or resolutions are not contrary to law. The CITY agrees to authorize the Mayor and City Clerk to execute this Agreement or to correct any technical defects which may arise after the execution of this Agreement. I. Term of Agreement. The term of this Agreement shall be twenty(20)years from the date of execution of this Agreement. In the event construction is commenced within said twenty-year period all of the terms of this Agreement shall remain enforceable despite said time limitation, unless modified by written agreement of the CITY and OWNER/DEVELOPER. J. Captions and Paragraph Headings. The captions and paragraph headings used herein are for convenience only and shall not be used in construing any term or provision of this Agreement. K. Recording. This Agreement shall be recorded in the Office of the Recorder of Deeds, Kendall County, Illinois, at OWNER/DEVELOPER's expense. L. Recitals and Exhibits. The recitals set forth at the beginning of this Agreement, and the exhibits attached hereto, are incorporated herein by this reference and shall constitute substantive provisions of this Agreement. M. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. N. No Moratorium. The CITY shall not limit the number of building or other permits that may be applied for due to any CITY imposed moratorium and shall in no event unreasonably withhold approval of said permits or approval for the final plat of the subdivision. Nothing contained herein shall affect any limitations imposed as to sanitary sewer or water main extensions by the Illinois Environmental Protection Agency, Yorkville-Bristol Sanitary District; or any other governmental agency that preempts the authority of the United City of Yorkville. O. Time is of the Essence. Time is of the essence of this Agreement and all documents, agreements, and contracts pursuant hereto as well as all covenants contained in this Agreement shall be performed'in a timely manner by all parties hereto. P. Legal Challenges. If for any reason and at any time, the annexation of the SUBJECT PROPERTY to the CITY is legally challenged by any person or entity by an action at law or in equity,the CITY shall: (i)cooperate with OWNER/DEVELOPER in the vigorous defense of such action through all proceedings,including any appeals;and(ii)take such other actions as may then or thereafter be possible pursuant to the Illinois Municipal Code to annex the SUBJECT PROPERTY and/or other properties to the CITY so that the annexation of the SUBJECT PROPERTY to the CITY can be sustained and/or effected. Q. Major and Minor Modifications. Any modification to any approved preliminary or final plats of subdivision and engineering plans, which are deemed to be minor modifications, may be approved by the CITY Administrator(following review and approval by the CITY Engineer) without requiring a public hearing and without formal amendment to the Planned Development approved for the SUBJECT PROPERTY or this AGREEMENT. Modifications necessary to solve engineering, layout and/or design problems shall be deemed to be minor modifications so long as such modifications do not change the essential character of the preliminary or final plats of subdivision or engineering plans or increase the total number of dwelling units allowed on the SUBJECT PROPERTY. Any revisions to a preliminary or final plat of subdivision or engineering plan, which if determined by the CITY to be major modifications, shall require review by the CITY's Planning Commission and approval by the CITY Council. In no event shall such major modification require an amendment to this AGREEMENT. R. Exculpation. It is agreed that the CITY is not liable or responsible for any restrictions on the CITY's obligations under this Agreement that may be required or imposed by any other governmental bodies or agencies having jurisdiction over the SUBJECT PROPERTY, the CITY,the OWNER/DEVELOPER,including,but not limited to, county, state or federal regulatory bodies. S. Effectiveness. This Agreement shall be subject to and shall take effect immediately. [SIGNATURE PAGE FOLLOWS] IN WITNESS WHEREOF, the parties hereto have set their hands and seals to this Agreement as of the day and year first above written. OWNERS: CITY: Midwest Development, LLC By: Name: Its UNITED CITY OF YORKVILLE, an Illinois municipal corporation By: Title: Mayor Attest: Title: City Clerk LIST OF EXHIBITS EXHIBIT "A": Legal Description and Plat of Annexation of SUBJECT PROPERTY EXHIBIT"B Preliminary Plat EXHIBIT"C": Fee Schedule EXHIBIT"D": Signage EXHIBIT AAA: Overall Infrastructure Funding Summary EXHIBIT BBB: Front Funding Distribution Summary EXHIBIT CCC: SSA Summary of Terms EXHIBIT DDD: Recapture/Recovery Area—Benefited Properties EXHIBIT EEE: Recapture/Recovery Agreement EXHIBIT "A" LEGAL DESCRIPTION AND PLAT OF ANNEXATION OF SUBJECT PROPERTY THAT PART OF SECTION 6,TOWNSHIP 36 NORTH, RANGE 7 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF THE BURLINGTON, NORTHERN RAILWAY COMPANY, WHICH POINT,PREVIOUSLY MONUM6INTED BY A CONCRETE MONUMENT,IS REPORTED TO BE 50.54 FEET, SOUTH 61 DEGREES 06 MINUTES 20 SECONDS WEST ALONG SAID RIGHT OF WAY FROM THE INTERSECTION OF SAID RIGHT OF WAY LINE AND THE NORTH LINE OF SAID SECTION 6; THENCE SOUTH 61 DEGREES 06 MINUTES 20 SECONDS WEST ALONG THE SOUTHERLY LINE OF SAID RAILROAD, 1437.98 FEET; THENCE SOUTH 01 DEGREES 28 MINUTES 38 SECONDS EAST,406.94 FEET; THENCE SOUTH 25 DEGREES 19 MINUTES 10 SECONDS EAST, 1326.82 FEET; THENCE SOUTH 24 DEGREES 50 MINUTES 33 SECONDS EAST, 1405.93 FEET; THENCE NORTH 75 DEGREES 51 MINUTES 51 SECONDS EAST, 1556,19 FEET; THENCE NORTH 14 DEGREES 05 MINUTES 45 SECONDS WEST, 393.10 FEET; THENCE NORTH 77 DEGREES 27 MINUTES 51 SECONDS EAST, 11.20 FEET; THENCE NORTH 12 DEGREES 35 MINUTES 59 SECONDS WEST 2406.69 FEET TO THE CENTER LINE OF FOX ROAD; THENCE SOUTH 62 DEGREES 58 MINUTES 18 SECONDS WEST,ALONG SAID CENTER LINE, 58I,48 FEET; THENCE NORTH 21 DEGREES 46 MINUTES 09 SECONDS WEST, 784.86 FEET TO THE POINT OF BEGINNING, (EXCEPT THAT PART IN FOX GLEN, BEING THAT PART OF THE FOREGOING NORTH OF THE CENTER LINE OF FOX ROAD, AND EXCEPT THAT PART OF THE NORTHWEST QUARTER OF SECTION 6, TOWNSHIP 36 NORTH, RANGE 7 EAST OF THE THIRD PRINCIPAL MERIDIAN,DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER LINE OF FOX ROAD AT THE SOUTHWEST CORNER OF A SUBDIVISION KNOWN AS "FOX GLEN, KENDALL TOWNSHIP,KENDALL COUNTY,ILLINOIS; THENCE SOUTH 25 DEGREES 19 MINUTES 10 SECONDS EAST ALONG THE WEST LINE OF LOT 19 IN SAID SUBDMSION EXTENDED, 835.57 FEET; THENCE NORTH 64 DEGREES 40 MINUTES 50 SECONDS EAST 217.38 FEET, THENCE NORTH 18 DEGREES 20 MINUTES 07 SECONDS WEST 708.61 FEET; THENCE NORTH 18 DEGREES 46 MINUTES 05 SECONDS EAST 138.95 FEET TO THE SOUTHERLY RIGHT OF WAY LINE OF SAID FOX ROAD; THENCE NORTH 25 DEGREES 41 MINUTES 24 SECONDS WEST 35.00 FEET TO SAID CENTER LINE; THENCE SOUTH 64 DEGREES 18 MINUTES 36 SECONDS WEST ALONG SAID CENTER LINE, 400.00 FEET TO THE POINT OF BEGINNING) IN THE TOWNSHIP OF KENDALL, KENDALL COUNTY, ILLINOIS, AND CONTAINING 102.75 +/- ACRES. f EXHIBIT "B" PRELIMINARY PLAT EXHIBIT "C" FEESCHEDULE Name of Fee Amount Time of.Pavment 1 School District Transition Fee $3,000 per unit Paid to School District Office prior to application for building permit At time of building permit,paid at City Hall with separate check made out to 2 Yorkville Bristol Sanitary District Connection Fee $1,400 per unit YBSD 3 Yorkville Bristol Sanitary District Annexation Fee $3,523 per acre Paid for entire development,at time of annexation to sanitary district Yorkville Bristol Sanitary District Infrastructure 4 Fee $3,523 per acre PAID BY SPECIAL TAX PROCEEDS $650+$.0.20 per 5 Building Permit Fee square foot Building Permit 6 Water Connection Fee $3,700 per unit PAID BY SPECIAL TAX PROCEEDS 7 Water Meter Cost(not applicable to fee lock) $390 per unit Building Permit 8 City Sewer Connection Fee $2,000 per unit PAID BY SPECIAL TAX PROCEEDS 9 Water and Sewer Inspection Fee $25 per unit Building Permit 10 Public Walks and Driveway Inspection Fee $35 per unit Building Permit 1 l Public Works(Development Impact Fee) $700 per unit Building Permit 11 b Police(Development Impact Fee) $300 per unit Building Permit Municipal Building Impact Fee is set up as$5,509 per unit if paid at lime of see"time of permit,or$3,288 per unit if paid at time of final plat for all units in the entirety 11c Municipal Building(Development Impact Fee) payment" of the annexed development. ttd Library(Development Impact Fee) $500 per unit Building Permit 11e Parks and Rao(Development Impact Fee) $50 per unit Building Permit 111 Engineering(Development Impact Fee) $100 per unit Building Permit Bristol Kendall Fire District(Development Impact - 11g Fee) $1,000 per unit Building Permit Calculated by ordinance,$80,000 Building Permit or Final Plat,depending on annexation/development 12 Parks Land Cash Fee per acre agreement and land/cash donations negotiated Calculated by ordinance,$80,000 Building Permit or Final Plat,depending on annexation/development 13 School Land Cash Fee per acre agreement and land/cash donations negotiated 14 Road Contribution Fund $2,000 per unit PAID BY SPECIAL TAX PROCEEDS $1,549 per unit, escalating each calendar year at a Building Permit rate determined by 15 County Road Fee ordinance 16 Weather Waring Siren $75 per acre Final Plat 1.75%of Approved Engineers Estimate of Cost of - Land 17 Administration Review Fee Improvements Final Plat 1.25%of Approved Engineer's Estimate of Cost of Land Improvements 18 Engineering Review Fee Final Plat EXHIBIT"D" SIGNAGE m 7r n�Ilr vn n.n.7t I�TQ�:'3fl3fi,:J•myf'r � RUN,w am MIT RRIIR r1 P_IIL w ���'11 In_I_,II: '`1111:==i�mrilnl'�f �� M �.._ ♦ / � 14 t O r11� I:r mm� II ✓ �- ���Ilirii'i°o�dl'--h'�R In unrl. �`�LI■If IE I,'•� i • J^ _ ��♦♦�� 1Gnu1111 If lruuRl I' P• s� In�ma-` I �\ 111 IIII�111r111 11 b.1� ��t�lfi — __ rt7¢Illnll+ 1n �. 1 Vr m■� +I IIIP.. /®R.TY \ � ___ f p1111•,Ilpypp1mn11111 1� .+r s � eelrs� I.I nlre SI LIAR ..+I~i� uz'• 1����II1� f .r14 x 3 ! eJ 11/ 1�- 1. ��IIR■nnn ,� /v®�o� III 1117E i�p �•i .i 1� •��_ h �I, •i- ® r1` Ci 'I I IIz""It �. �IGIIIIIUI. le, j1 1�' �G y• �flp cl■OI�I■_ � _ .�� AIp/..1 •_�?Ir LONAfare li _,eAb, � �. Q>� :�_.� E— a— .. :� i PFIZER Ra NON A a � 11i,! ll -AV,®O . e ♦ ♦ 1. 9 ..�eG., s♦ .n�.. taw Sir I AV FAVWAVV 44 Jot will �'1 • , Qa ® �� ♦ � °111 4„e �.•i.� .^•,°'. Pon� ■ 1 ♦ ♦ 1. EXHIBIT `EEE' RECAPTURE AGREEMENT THIS RECAPTURE AGREEMENT ("Agreement"), is made and entered as of the day of 200 by and between the UNITED CITY OF YORKVILLE, an Illinois municipal corporation ("CITY") and ("DEVELOPER"). RECITALS: A. DEVELOPER is the OWNER and DEVELOPER of that certain real estate development located within the corporate limits of the CITY and commonly known as ("Subdivision"). B. DEVELOPER and the CITY have heretofore entered into that certain Annexation Agreement dated 2006 ("Annexation Agreement")pertaining to the annexation and development of the Subdivision within the CITY. C. DEVELOPER desires to recapture an allocable share of the costs of constructing certain of the public improvements for the Subdivision ("Recapture Items") which will provide benefit to other properties ("Benefited Properties") from the OWNERS of the Benefited Properties ('Benefited OWNERS"). D. DEVELOPER and the CITY are desirous of entering into this Agreement to provide for the fair and allocable recapture by DEVELOPER of the proportionate costs of the Recapture Items from the Benefited OWNERS, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto,the parties hereby agree as follows: 1. RECAPTURE ITEMS. The Recapture Items, being elements of the public improvements to be constructed as a part of the development of the Subdivision, are identified in Attachment "A" attached hereto ("Recapture Schedule"). The Recapture Schedule identifies each Recapture Item and the estimated cost to construct each Recapture Item("Estimated Cost"). DEVELOPER shall cause each of the Recapture Items to be constructed in compliance with the provisions of the Annexation Agreement and to be accepted and conveyed to the CITY in accordance with applicable ordinances of the CITY. 2. BENEFITED PROPERTIES. The Benefited Properties are legally described in the Recapture Schedule attached hereto as Attachment "B". Each parcel of real estate contained within the Benefited Properties is referred to herein individually as a "Benefited Parcel". There are a total of Benefited Parcels as identified in the Recapture Schedule. 3. RECAPTURE COSTS. The Recapture Item(s) which the Corporate Authorities of the CITY have determined will benefit a Benefited Parcel, and the prorata share of the Estimated Cost of each such Recapture Item to be allocated to such Benefited Parcel are set forth.in the Recapture Schedule. The aggregate amount of the proportionate share of the Estimated Cost for each of the Recapture Items allocable to a Benefited Parcel is referred to herein as the "Recapture Costs". The Recapture Costs for each of the Benefited Parcels shall be as identified in the Recapture Schedule. Interest shall accrue on the Recapture Costs for the benefit of DEVELOPER at the rate of six percent (6 %) per annum from the date the Recapture Item is completed until the Recapture Cost is paid. All references to Recapture Costs herein shall include accrued interest owed thereon. '4. COLLECTION OF RECAPTURE COSTS. The CITY shall assess against and collect from the Benefited OWNER of a Benefited Parcel, or any portion thereof, his successors and assigns, the Recapture Cost, calculated under Paragraph 3 of this Agreement for such Benefited Parcel. At such time as a Benefited OWNER, or its agent or representative, annexes and/or subdivides a Benefited Parcel, or any portion thereof, or subdivides the Benefited Parcel from a larger parcel of land, or applies to the CITY for issuance of a permit for connection to all or any of the Recapture Items, whichever shall first occur, the CITY shall collect from such Benefited OWNER, or its agent or representative, the applicable Recapture Costs, owed hereunder by such Benefited Parcel. No Benefited Parcel which is a part of a subdivision(whether by plat or division by deed) shall be approved or recognized by the CITY or be issued a connection permit to a Recapture Item by the CITY until such Benefited Parcel has fully paid the applicable Recapture Costs, owed by such Benefited Parcel under this Agreement. 5. PAYMENT OF RECAPTURE COSTS. Any Recapture Costs, collected by the CITY pursuant to this Agreement shall be paid to DEVELOPER, or such other person or entity as DEVELOPER may direct by written notice to the CITY,within thirty (30) days following collection thereof by the CITY. It is understood and agreed that the CITY's obligation to reimburse DEVELOPER shall be limited to funds collected from the Benefited OWNERS as provided herein, and payments made hereunder shall be made solely out of said funds. This Agreement shall not be construed as creating any obligation upon the CITY to make payments from its general corporate funds or revenue. 6. CITY'S OBLIGATION. The CITY and its officers, employees and agents shall make all reasonable efforts to make the aforesaid collections of the Recapture Costs, for each Benefitted Parcel. Neither the CITY or any of its officials shall be liable in any manner for the failure to make such collections, and DEVELOPER agrees to hold the CITY, its officers, employees and agents,harmless from the failure to collect said fees. In any event,however, DEVELOPER and/or the CITY may sue any Benefited OWNER owing any Recapture Costs, hereunder for collection thereof, and in the event DEVELOPER initiates a collection lawsuit, the CITY agrees to cooperate in DEVELOPER's collection attempts hereunder by allowing full and free access to the CITY's books and records pertaining to the subdivision and/or development of the Benefited Parcel and the collection of any Recapture Costs therefore. In the event the CITY and any of its agents, officers or employees is made a party defendant in any litigation rising out of or resulting from this Agreement, DEVELOPER shall defend such litigation, including the interest of the CITY, and shall further release and hold the CITY harmless from any judgment entered against DEVELOPER and/or the CITY and shall further indemnify the CITY from any loss resulting therefrom, except to the extent such loss results from the grossly negligent or willfully wrongful act or conduct of the CITY or any of its agents, officers or employees. 7. CITY'S COLLECTION OF OTHER FEES AND CHARGES. Nothing contained in this Agreement shall limit or in any way affect the rights of the CITY to collect other fees and charges pursuant to CITY ordinances, resolutions, motions and policies. The Recapture Costs provided for herein for each Benefited Parcel is in addition to such other CITY fees and charges. 8. TERM. This Agreement shall remain in full force and effect for a period of twenty(20) years from the date hereof, unless sooner terminated by the mutual agreement of the parties hereto or by the completion of all duties to be performed hereunder. In the event no portion of a Benefited Parcel is a part of a subdivision approved or recognized by the CITY and no connection permit as aforesaid is issued by the CITY for such Benefited Parcel within ten years following the date of this Agreement, this Agreement, and each and every duty and undertaking set forth herein pertaining to such Benefited Parcel, shall become null and void and of no further force and effect as to such Benefited Parcel. 9. LIEN. The recordation of this Agreement against the Benefited Properties shall create and constitute a lien against each Benefited Parcel, and each subdivided lot hereafter contained therein, in the amount of the Recapture Costs, plus interest, applicable hereunder to such Benefited Parcel. 10. MISCELLANEOUS PROVISIONS. A. Agreement: This Agreement may be amended upon the mutual consent of the parties hereto from time to time by written instrument and conformity with all applicable statutory and ordinance requirements and without the consent of any other person or corporation owning all or any portion of the Benefited Properties. B. Binding Effect: Except as otherwise herein provided, this Agreement shall inure to the benefit of and be binding upon the successors and assigns of DEVELOPER and any successor municipal corporation of the CITY. C. Enforcement: Each party to this Agreement, and their respective successors and assigns, may either in law or in equity, by suit, action, mandamus, or other proceeding in force and compel performance of this Agreement. D. Recordation: A true and correct copy of this Agreement shall be recorded, at DEVELOPER'S expense, with the Kendall County Recorder's office. This Agreement shall constitute a covenant running with the land and shall be binding upon the Benefited Properties in accordance with the terms and provisions set forth herein. E. Notices: Any notice required or desired to be given under this Agreement, unless expressly provided to the contrary herein, shall be in writing and shall be deemed to have been given on the date of personal delivery, on the date of confirmed telefacsimile transmission provided a hard copy of such notice is deposited in the U.S. mail addressed to the recipient within twenty-four hours following the telefacsimile transmission, or on the date when deposited in the U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, and addressed as follows: If to CITY: United CITY of Yorkville Attn: CITY Clerk 800 Game Farm Road Yorkville, I160560 Fax: (630) 553-4350 with a copy to: John Wyeth, Esq. 800 Game Farm Road Yorkville, I160560 Fax: (630) 553-4350 If to OWNER F. Severability: The invalidity or unenforceability of any of the provisions hereof, or any charge imposed as to any portion of the Benefited Properties, shall not affect the validity or enforceability of the remainder of this Agreement or the charges imposed hereunder. G. Complete Agreement: This Agreement contains all the terms and conditions agreed upon by the parties hereto and no other prior agreement, excepting the Annexation Agreement, regarding the subject matter of this Agreement shall be deemed to exist to bind the parties. This Agreement shall be governed by the laws of the State of Illinois. H. Captions and Paragraph Headings: Captions and paragraph headings incorporated herein are for convenience only and are not part of this Agreement, and further shall not be used to construe the terms hereof. 1. Recitals and Exhibits: The recitals set forth at the beginning of this Agreement and the exhibits attached hereto are hereby incorporated into this Agreement and made a part of the substance hereof. J. Enforceability: This Agreement shall be enforceable in the Circuit Court of Kendall County by any of the parties hereto by an appropriate action of law or in equity to secure the performance of the covenants herein contained. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the date first above written. DEVELOPER: CITY: UNITED CITY OF YORKVILLE, an Illinois municipal corporation By: By: Mayor Title: President Attest: Dated: CITY Clerk Ebo-, 3Q . STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) ORDINANCE NO.2006- AN ORDINANCE AUTHORIZING THE EXECUTION OF AN ANNEXATION AGREEMENT OF (Silver Fox) WHEREAS, it is prudent and in the best interest of the UNITED CITY OF YORKVILLE, Kendall County, Illinois,that a certain Annexation Agreement pertaining to the annexation of real estate described on the Exhibit"A" attached hereto and made a part hereof entered into by the UNITED CITY OF YORKVILLE; and WHEREAS, said Annexation Agreement has been drafted and has been considered by the City Council; and WHEREAS, the legal owners of record of the territory which is the subject of said Agreement are ready, willing and able to enter into said Agreement and to perform the obligations as required hereunder; and WHEREAS, the statutory procedures provided in 65 ILCS 11-15.1.1, as amended, for the execution of said Annexation Agreement has been fully complied with; and Page 1 of 3 WHEREAS, the property is presently contiguous to the City. NOW THEREFORE, BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILE, KENDALL COUNTY, ILLINOIS,AS FOLLOWS; Section 1: The Mayor and the City Clerk are herewith authorized and directed to execute, on behalf of the City, an Annexation Agreement concerning the annexation of the real estate described therein, a copy of which Annexation Agreement is attached hereto and made a part hereof. Section 2: This ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville,Kendall County, Illinois, this Day of A.D. 2006. MAYOR Page 2 of 3 Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Page 3 of 3 X31), STATE OF ILLINOIS ss COUNTY OF KENDALL ORDINANCE NO. 2006- AN ORDINANCE ANNEXING CERTAIN TERRITORY TO THE UNITED CITY OF YORKVILLE,]KENDALL COUNTY,ILLINOIS (Silver Fox) WHEREAS, a written petition, signed by the legal owner of record of all land within the territory hereinafter described,has been filed with the City Clerk of the United City of Yorkville, Kendall County, Illinois, requesting that said territory be annexed to the United City of Yorkville; and, WHEREAS,there are no electors residing within the said territory, and, WHEREAS,the said territory is not within the corporate limits of any municipality but is contiguous to the United City of Yorkville; and, WHEREAS,legal notices regarding the intention of the United City of Yorkville to annex said territory have been sent to all public bodies required to receive such notices by state statute; and, WHEREAS, copies of such notices required to be recorded, if any, have been recorded in the Office of the Recorder Kendall County, Illinois; and, WHEREAS,the legal owner of record of said territory and the United City of Yorkville have entered into a valid and binding annexation agreement relating to such territory; and, WHEREAS, all petitions, documents, and other necessary legal requirements are in full compliance with the terms of the annexation agreement and with the statutes of the State of Illinois, specifically Section 7-1-8 of the Illinois Municipal Code; and, WHEREAS, it is in the best interests of the United City of Yorkville that the territory be annexed thereto, NOW, THEREFORE,BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: SECTION 1: The following described territory, That territory described in the Legal Description which is attached hereto and made apart of this Ordinance. that territory also being indicated on an accurate map of the annexed territory (which is attached hereto and made a part of this Ordinance), is hereby annexed to the United City of Yorkville, Kendall County, Illinois. SECTION 2: The City Clerk is hereby directed to record with the Kendall County Recorder and to file with the Kendall County Clerk a certified copy of the Ordinance, together with an accurate map of the territory annexed attached to this Ordinance. SECTION 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 STATE OF ILLINOIS ) ) ss COUNTY OF KENDALL ) ORDINANCE NO. 2006- AN ORDINANCE REZONING CERTAIN PROPERTY IN FURTHERANCE OF AN ANNEXATION AGREEMENT (Silver Fox) WHEREAS, Midwest Development, LLC is the legal owner of record of property described on Exhibit"A" attached hereto and incorporated herein(the Property), and WHEREAS Midwest Development, LLC, developer of the Property has made application by petition for the rezoning of the Property pursuant to an Annexation of the Property, and WHEREAS, owners and developers have previously entered into an agreement for annexation, and zoning of the property, and WHEREAS, the Yorkville Plan Commission has recommended the annexation of the property. NOW, THEREFORE BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS UPON MOTION DULY MADE, SECONDED AND APPROVED BY THE MAJORITY OF THOSE MEMBERS OF THE CITY COUNCIL VOTING, THAT: 1. The City Council approves the recommendation of the Plan Commission and hereby rezones the property as R-2 Residential District as described in attached Exhibit "B" (Legal Description of the Property). 2. The Property shall be developed according to the terms of an Annexation Agreement previously adopted. 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville,IL 60560 cir 0 United City of Yorkville Memo 11' 800 Game Farm Road EST. 1836 Yorkville, Illinois 60560 -� Telephone: 630-553-4350 Fax: 630-553-7575 Date: June 5, 2006 To: Mayor and City Council From: Lisa Pickering, Deputy Clerk CC: Department Heads Subject: Additional information for Special City Council meeting—June 6, 2006 Attached please find information on EDC item#4—Evergreen Farm—Annexation Agreement. Please add this information to your packet. F- ltt 'j REVISED May 31,2006 THIS DOCUMENT PREPARED BY: John P.Martin Huck Bouma PC 1755 South Naperville Road Suite 200 Wheaton,Illinois 60187 (630)221-1755 ANNEXATION AGREEMENT EVERGREEN FARM ESTATES This annexation agreement(the"Agreement"),is made and entered into this_day of ,2006 by and among the United City of Yorkville, an Illinois municipal corporation located in Kendall County, Illinois (the "City") and EVERGREEN FARM ESTATES LLC, a Illinois limited liability company(the "Owner") (The City and Owner are hereinafter collectively referred to as "Parties"and individually referred to as a"Party"). ARTICLE I RECITALS A. Owner is the owner of record of approximately 49 acres of real property located generally at the intersection of Fox and Pavillion Roads in Kendall County, Illinois,which property is legally described on Exhibit A,attached hereto("Property"). B. The territory that is the subject matter of this Agreement includes the Property and the right-of-way of Fox and Pavillion Roads adjacent to the Property. Said territory is depicted and legally described on the Plat of Annexation attached hereto as Exhibit B. C. The Parties desire to enter into this Agreement pursuant to the provisions of Section 11-15.1-1 et seq. of the Illinois Municipal Code, Ill. Rev. Stat., Ch. 24, and Para. 11-15.1-1 et seq. (1987),in accordance with the terms and conditions hereinafter set forth. D. The Property is not presently within the corporate limits of any municipality. E. Owner seeks to annex the Property to the City and to improve the Property with a residential use in accordance with the Concept Plan attached hereto as Exhibit C("Concept Plan"). F. The City has agreed to annex the Property, to zone the Property as R-2 Residential District, and to grant the variations hereinafter described in order to facilitate Owner's improvement of the Property in accordance with the Concept Plan including density proposed and a total lot count of not less than seventy-seven(77). Mcurrent projects\sw projects\FINAL_6_06_06\evergreen farm—Annexation Agreement_6_5_06.doc G. Owner has filed with the City Clerk a proper Annexation Petition ("Annexation Petition") pursuant to Section 7-1-8 of the Illinois Municipal Code, Ill. Rev. Star. Ch. 24, and Para. 7-1-8(1987);there are no electors residing thereon. H. Pursuant to the applicable provisions of the Illinois Municipal Code, a proposed Annexation Agreement similar in substance and in form to this Agreement was submitted to the Mayor and City Council of the City("Corporate Authorities")and a public hearing was held thereon pursuant to notice,as provided by statute. 1. Pursuant to notice,as required by statute and ordinance,public hearings were held by the City Plan Commission on the requested zoning of the Property, the requested approval of the requested zoning,and the requested approval of the variations hereinafter described,and the findings of fact and recommendations made by said body relative to such requests have been forwarded to the Corporate Authorities. J. Due and proper notice of the proposed annexation will be given to the Trustees of Kendall Township, the Kendall Township Commissioner of Highways and the Bristol/Kendall Fire Protection District will be given more than ten (10) days prior to any action being taken on the annexation of the Property,said notice to be given by the City. K. All other and further notices, publications, procedures, public hearings and other matters attendant to the consideration and approval of this Agreement and the annexation and zoning of the Property have been given,made,held and performed by the City as required by Section 7-1-8 and Section 11-15.1-1 et seq. of the Illinois Municipal Code, 111. Rev. Stat. Ch. 24, Paras. 7-1-8 and 11-15.1-1 et seq. (1987), and all other applicable statutes, and all applicable ordinances,regulations and procedures of the City. This Agreement is made and entered into by the Parties pursuant to the provisions of Section 11-15.1-1 et seq.of the Illinois Municipal Code. L. The Corporate Authorities have duly considered all necessary petitions to enter into this Agreement, have considered the recommendations of the City Plan Commission in connection with the proposed zoning of the Property and have fiuther duly considered the terms and provisions of this Agreement and have, by a resolution duly adopted by a vote of two-thirds (2/3) of the Corporate Authorities then holding office, authorized the Mayor to execute, and the City Clerk to attest,this Agreement on behalf of the City. M. Owner has expended substantial sums of money and has materially altered its position in reliance upon the execution of this Agreement and the performance of its terms and provisions by the City. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and agreements herein made,the Parties hereby agree as follows: W:\current projects\sw projectslFINAL_6_06_Wevergreen farm—Annexation Agreement_6_5_06.doc ARTICLE H ANNEXATION OF TBE PROPERTY Contingent upon the provisions of Article XV111 hereof, on or before the fifteenth(15th)day following the existence of contiguity of the Property with the City, the Corporate Authorities shall proceed, subject to the terms and conditions set forth in this Agreement,to do all things necessary or appropriate to cause the Property to be validly annexed to the City. All ordinances, plats, affidavits and other documents necessary to accomplish annexation shall be recorded by the City at Owner's expense. ARTICLE III ZONING AND DEVELOPMENT OF THE PROPERTY A. At the same meeting of the Corporate Authorities at which annexation of the Property to the City is accomplished, the Corporate Authorities shall enact such ordinances, adopt such resolutions, and take such other actions as are necessary to Zone the Property as R-2 Residential; ARTICLE IV CODES AND ORDINANCES; FEES A. To the extent of any conflict, ambiguity or inconsistency between the terms, provisions or standards contained in this Agreement and the terms, provisions or standards, either presently existing or hereafter adopted, of the City Code, the Zoning Ordinance, the Subdivision Control Ordinance, as hereinafter identified, or any other City code, ordinance or regulation, the terms,provisions and standards of this Agreement shall govern and control. B. AMENDMENTS TO ORDINANCES. All ordinances, regulations, and codes of the City, including, without limitation those pertaining to subdivision controls, zoning, storm water management and drainage, building requirements, official plan, and related restrictions, as they presently exist, except as amended, varied, or modified by the terms of this Agreement, shall apply to the Subject Property and its development for a period of five (5) years from the date of this Agreement. Any Agreements, repeal, or additional regulations which are subsequently enacted by the City shall not be applied to the development of the Subject Property except upon the written consent of DEVELOPER during said five (5) year period. After said five (5) year period, the Subject Property and its development will be subject to all ordinances, regulations, and codes of the City in existence on or adopted after the expiration of said five (5) year period, provided, however, that the application of any such ordinance, regulation or code shall not result in a reduction in the number of residential building lots herein approved for the Subject Property, alter or eliminate any of the ordinance variations provided for herein, nor result in any subdivided lot or structure constructed within the Subject Property being classified as non-conforming under any ordinance of the City. The foregoing to the contrary notwithstanding, in the event the City is required to modify, amend or enact any ordinance or regulation and to apply the same to the Subject Property pursuant to the express and specific mandate of any superior governmental authority, such ordinance or regulation shall apply to the Subject Property and be complied with by DEVELOPER, provided, however, that any so called "grandfather" Mcurrent projects\sw projects\FINAL_6_06_06\evergreen farm—Annexation Agreement_6_5_06.doc provision contained in such superior governmental mandate which would serve to exempt or delay implementation against the Subject Property shall be given full force and effect. C. BUILDING CODE. The City has adopted the International Building Code,which is updated approximately every three years. The building codes for the City in effect as of the date of building permit application will govern any and all construction activity within the Subject Property. D. Except as otherwise stated herein, all current City fees applicable to the development of the Property and construction of residences thereon shall remain fixed for a period of five (5) years from and after the date of this Agreement. Additionally, no fee or charge of any description shall be imposed upon Owner or upon the development and use of the Property unless,as of the date of this Agreement, such fee or charge is in existence and being collected by the City on a uniform basis from all owners, users and developers of property within the City. The City shall not increase the amount of any fee or charge for building permit fees, occupancy permit fees, plan review fees, inspection fees, utility fees, application fees or user fees during the Term of this Agreement unless such increases are: (i) made generally applicable to all owners, users and developers of property within the City; and(ii) such increases are reasonably related to increased costs incurred by the City in providing the services for which such fee is assessed. All building permit and building inspection fees for any improvement constructed upon the Property shall be due and payable upon issuance of a building permit for that improvement. ARTICLE V SEWER,WATER,OVERSIZED UTILITIES AND PERIMETER ROADS A. The Property is within the Yorkville Bristol Sanitary District (YBSD) Facility Planning Area(FPA)as determined by the Illinois Environmental Protection Agency(IEPA). At the time of development, the City will provide sewer facilities pursuant to the terms of this agreement. The term "sewer facilities" shall include all sewer lines (other than those sewer lines customarily installed in the development) and any other equipment and/or structures installed or built to treat or transmit sewage from the Subject Property. B. The City will provide municipal water facilities and service pursuant to the terms of this agreement. The term"water facilities" as used in this paragraph shall not apply to the customary on-site improvements ordinarily put in by the Owner in connection with the development (i.e. distribution lines within the development, etc.). The type of items to be included in the definition of water facilities are storage facilities, wells, pumps, pump houses, water towers, off-site mains and piping exceeding eighteen(18")in diameter. C. Owner shall install water, sewer mains and storm water detention areas within and upon the Property of such size and depth necessary to serve the Property. To the extent the City requires such utilities to be larger and/or at a depth greater than that otherwise required to serve the Property according to good and customary engineering practices, the City agrees to allow for a recapture agreement for the additional or different material purchase or construction costs incurred by the Owner for such oversized and/or deeper utilities. The certification by the Project Engineer, or successor Project Engineer, shall include (a) a calculation of the increase in costs Mcurrent projects\sw projects\FINAL_6_06_06\evergreen farts Annexation Agreement_6_5_06.doc incurred by Owner,based upon the difference in the bid cost for the required sized to serve the property and the cost for the size and depth of utilities desired by the City; (b) accompanied by evidence that such utilities have been fully paid for and are not subject to any mechanics or other liens; and (c) a statement that all of said utilities were constructed in a good and workmanlike manner according to the Preliminary Plat,City Ordinance and good engineering and construction practices. D. The City shall improve the existing Fox and Pavalion Roads and their intersection as part of the SSA discussed in Article XVII hereof. Owner agrees that the Property's SSA burden shall include $100,000.00 in excess of the portion of said total construction it would otherwise be obligated to pay under the SSA, in consideration for improvements to those roads uniquely benefiting the Property and a future road extension/crossing of the unnamed creek to the North of Fox Road and within the Property. Further,the City Agrees to approve a recapture agreement to be created by Owner, burdening the 22.57 acre Stephen Theis property to the East of the Southerly parcel of the Property with repayment to Owner of 43.75% of the cost($43,750.00) of such excess road improvements,payable upon annexation of the Stephen Theis property to the City. ARTICLE VI SUBDIVISION OF THE PROPERTY Conditioned upon required public hearings and compliance by the Owner with the City's subdivision and zoning standards the City shall be obligated to approve any preliminary plat substantially complying with Exhibit C. No public hearing shall be required for the approval of any final subdivision plat. ARTICLE VH EXCAVATION,GRADING AND PREPARATION_ OF THE PROPERTY FOR DEVELOPMENT Owner shall have the right, following Preliminary Plan approval and prior to obtaining approval of final engineering drawings and prior to approval of a Final Subdivision Plat,to undertake demolition of structures, excavation, preliminary grading work, filling and soil stockpiling on the Property in preparation for the development of the Property on submittal of a grading plan and soil erosion and sedimentation control plan to the City, which plans shall be reasonably satisfactory to the City Engineer. Such work shall be undertaken at Owner's sole risk and without injury to the property of surrounding property owners. The Owner shall comply with the City's Soil Erosion and Sediment Control Ordinance. ARTICLE VHI BUILDING PERMITS The City shall issue building permits for which the Owner applies within fourteen (14) days of receipt of application therefore or within fourteen (14) days of the City's receipt of the last of the documents required to support such application. If the application is denied, the City shall provide the Owner with a written statement specifying the reasons for denial of the application including specifications of the requirements of law which the application or supporting documents fail to meet. The City shall issue such building permits upon the Owner's compliance with those requirements. WAcurrent prolects\sw projectsTINAL_6_06_06\evergreen farm_Annexation Agreement_6_5_06.doc The Owner may apply for building permits for portions of the Property after approval of the Subdivision Plat for said portion of the Property, notwithstanding the fact that recordation of said Plat has not yet occurred and prior to the availability of storm sewer, sanitary sewer and potable water service to such portion of the Property. Notwithstanding the foregoing,no occupancy permits shall be issued for such portions of the Property until the availability of such utilities is demonstrated. ARTICLE IX CERTIFICATES OF OCCUPANCY The City shall issue certificates of occupancy to the Owner within five (5) working days of application therefore,or issue a letter of denial within said period informing Owner specifically as to what corrections are necessary as a condition to the issuance of a certificate and quoting the section of any applicable code, ordinance or regulation relied upon by the City in its request for correction. Owner's inability, due to adverse weather conditions, to install driveways, service walks, public sidewalks, stoops, landscaping and final grading, shall not delay the issuance of a temporary certificate of occupancy. The City shall have the right to require the posting of security, on issuance of such temporary certificate of occupancy, in order to ensure completion of such uncompleted items. Temporary certificates of occupancy shall also not be delayed in the event adverse weather conditions prevent construction of final surface courses on private drives. ARTICLE X MODELS; SALES OFFICES; SIGNAGE Owner shall have the right, after approval by the City Engineer of the engineering relating to each Subdivision Plat, but prior to City Council approval of any Final Subdivision Plat, to construct model homes, sales and construction trailers, and other appurtenant facilities, including any construction and advertising signs, and temporary sanitary facilities (i.e., holding tanks, not septic fields) and water facilities (i.e., shallow wells) in advance of said Plat improvements and facilities and the City's final approval thereof. Within thirty (30) days after completion of the sanitary sewer and water systems for any portion of the Property for which a Final Plat has been approved, Owner, at its expense, shall remove all holding tanks and cap all shallow wells serving the model homes in said area and connect them to the sanitary sewer and water systems serving such portion of the Property, in accordance with applicable statute, ordinance and regulation.No occupancy permit for final residency shall be issued for any model homes until they are connected to the public water supply and sanitary sewer systems. Off-street parking shall be required for model homes when more than five (5)model homes are constructed on consecutive lots in a model home row. Three(3) off-street spaces will be required for each model home in a model home row,with combined required parking not to exceed thirty(30) off-street spaces. A site plan showing the location of the parking areas and walks will be submitted for review and approval by the City. No off-street parking shall be required for individual model homes or sales trailers that are not part of a model home row other than the driveway for such model home/sales trailer capable of parking three (3) cars outside of the adjacent road right-of-way. Building permits for model Mcurrent projects\sw projects\FINAL_6_06_06\evergreen farm—Annexation Agmement_6_5_06.doc homes, sales trailers and for up to fifteen(15)production dwelling units for each neighborhood unit, shall be issued by the City upon proper application thereof prior to the installation of public improvements(provided a gravel access road is provided for emergency vehicles and upon proof to the City the Owner has demonstrated to the Bristol Kendall Fire Protection District fire hydrants within 300 feet of the dwelling units are operational). A final inspection shall be conducted prior to the use of a model home and water shall be made available within 300' of the model home. There shall be no occupation or use of any model homes or production dwelling units until the binder course of asphalt is on the street, and no occupation or use of any production dwelling units until the water system and sanitary sewer system needed to service such dwelling unit are installed and operational. Any fire hydrants that are not in service within 30 days of installation shall be marked or bagged by the Owner. Owner may locate temporary sales and construction trailers upon the PROPERTY during the development and build out of said property,provided any such sales trailer shall be removed within one (1)week following issuance of the last temporary permit for the PROPERTY. A building permit will be required by the City for any trailer that will be utilized as office space. Prior to construction of the sales trailer Owner shall submit an exhibit of the sales trailer site with landscaping and elevations for the City's approval. Owner hereby agrees to indemnify,defend and hold harmless the City and the Corporate Authorities (collectively "Indemnities") from all claims, liabilities, costs and expenses incurred by or brought against all or any of the Indemnities as a direct and proximate result of the construction of any model homes or production dwelling units prior to the installation of the public street and water improvements required to service such dwelling unit. Owner shall be permitted to obtain building permits in the same manner for additional model homes and for initial production dwelling units in each neighborhood as the Final Plat and Final Engineering for each such neighborhood is approved by the City. The foregoing indemnification provision shall, in such case, apply for the benefit of Indemnities for each phase. ARTICLE XI COVENANTS Prior to issuance of any occupancy permit for any structure on the Property, except as set forth in Article X above, Owner agrees to submit the Property to covenants for management and control of the common area developed on the Property.A copy of the covenants will be provided to the City by the Owner prior to their recordation. ARTICLE XII ANNEXATION,RECAPTURE AND IMPACT FEES,DONATIONS AND CONTRIBUTIONS A. City represents that no annexation fees are payable by Owner as a result of the annexation of the Property to the City. B. City has adopted City Ordinance No. 96-3, last amended by City Ordinance No. 2005-3 which establishes the City policy with respect to contributions to be made by Mcurrent projects\sw projects\FINAL_6_06_06\evergreen farm Annexation Agreement_6_5_06.doc developers of real estate being annexed to the City to the City and School District. Pursuant to said Ordinance, and on a per unit basis concurrent with issuance of a building permit,Owner agrees to make the following contributions to the enumerated units of local government having jurisdiction over the Property: Schedule of Contributions Per Residential Unit for City and School District Park..................................................................$3,000.00 School................................................................4,780.48 TOTAL............................................................$7,780.48 In the event Owner independently reaches agreement with any of said units of local government with respect to contributions,the amount set forth above shall be adjusted to reflect such agreement. Except as set forth in this Article XH and in the Fee List in Exhibit "D" (and except for tap-on, inspection and other fees provided for elsewhere in this Agreement), no impact fees, donations or contributions shall be due or payable, and Owner shall not be liable for payment of any such fees, donations or contributions, in connection with the development of the Property. C. City warrants and represents that no recapture fees are due and payable to any person or entity as a result of the annexation of the Property to the City or as a result of connection to any utility improvements serving the Property. D. In order to provide for the maintenance of the Subdivision signage, common areas and open space, in the event the Homeowner's Association fails to so maintain, Owner agrees to execute a consent to the creation of a dormant Special Service Area prior to execution of the First Final Plat of Subdivision by the City; and the City shall have approved ordinances encumbering all residential units of said subdivision, as to common subdivision signage, storm water management or other common areas of the subdivision. ARTICLE XM SECURITY FOR LAND IMPROVEMENTS Security to be provided by Owner for land improvements benefiting an individual phase of development within the Property shall be provided prior to the recording of a final plat on such individual phase and shall be in accordance with the terms of this Agreement and applicable City ordinances, as modified by this Agreement. Owner shall provide such security in the form of a cash escrow, bond or irrevocable letter of credit. Bonds and letters of credit shall be in a form approved by the City Attorney and be issued by an entity approved by the Corporate Authorities. The amount of security posted with the City shall at all times equal one hundred ten percent(110%)of the cost of completing required public improvements. W:\current projects\sw projects\FINAL_6_06_06\evergreen farm—Annexation Agreement_6_5_06.doc Such security may be reduced by the City from time to time, as public improvements within the Property are completed and upon recommendation by the City Engineer and prior to their acceptance of such improvements by the City. ARTICLE XIV CONTINUATION OF CURRENT USES Portions of the Property are presently being used for farming and general agricultural uses. hi reviewing the Annexation Petition and this Agreement, the City has given due consideration to the continuation of such current uses. Accordingly,and notwithstanding any provision of the City Code, the Zoning Ordinance, or any other code, ordinance or regulation, now in effect or adopted during the Term of this Agreement, and notwithstanding the City's zoning of the Property pursuant to the terms hereof,the current uses of the Property shall be permitted to continue. ARTICLE XV MUTUAL ASSISTANCE A. The Parties shall do all things necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out the terms and objectives of this Agreement and the intentions of the Parties as reflected by said terms, including, without limitation,the giving of such notices,the holding of such public hearings, the enactment by the City of such resolutions and ordinances and the taking of such other actions as may be necessary to enable the Parties' compliance with the terms and provisions of this Agreement and as may be necessary to give effect to the terms and objectives of this Agreement and the intentions of the Parties as reflected by said terms. B. The Parties shall cooperate folly with each other in seeking from any or all appropriate governmental bodies(whether Federal, State, County or local) financial or other aid and assistance required or useful for the construction or improvement of property and facilities in and on the Property or for the provision of services to residents of the Property, including, without limitation, grants and assistance for public transportation, roads and highways, water and sanitary sewage facilities and storm water disposal facilities. Mcument projecWsw projectsTINAL_6_06_o6levergreen farm—Annexation Agreement_6_5_06.doc ARTICLE XVI REMEDIES A. Upon a breach of this Agreement, any of the Parties, in any court of competent jurisdiction, by an action or proceeding at law or in equity,may secure the specific performance of the covenants and agreements herein contained,may be awarded damages for failure of performance or both, or may obtain rescission and disconnection for material failure of performance. No action taken by any party hereto pursuant to the provisions of this Article XVI or pursuant to the provisions of any other Article of this Agreement shall be deemed to constitute an election of remedies and all remedies set forth in this Agreement shall be cumulative and non-exclusive of any other remedy either set forth herein or available to any party at law or in equity. B. In the event of a material breach of this Agreement, the Parties agree that the party alleged to be in breach shall have thirty (30) days after written notice of said breach to correct the same prior to the non-breaching party's seeking of any remedy provided for herein (provided, however, that said thirty (30) day period shall be extended if the defaulting party has initiated the cure of said default and is diligently proceeding to cure the same). C. If any of the Parties shall fail to perform any of its obligations hereunder, and the party affected by such default shall have given written notice of such default to the defaulting party, and such defaulting party shall have failed to cure such default within thirty(30)days of such default notice (provided, however, that said thirty (30) day period shall be extended if the defaulting party has initiated the cure of said default and is diligently proceeding to cure the same),then, in addition to any and all other remedies that may be available, either in law or equity, the party affected by such default shall have the right (but not the obligation) to take such action as in its reasonable discretion and judgment shall be necessary to cure such default, hr such event, the defaulting party hereby agrees to pay and reimburse the party affected by such default for all reasonable costs and expenses (including attorneys' fees and litigation expenses)incurred by it in connection with action taken to cure such default. D. The failure of the Parties 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. E. If the performance of any covenant to be performed hereunder by any Party is delayed as a result of circumstances which are beyond the reasonable control of such Party (which circumstances may include acts of God, war, acts of civil disobedience, strikes or similar acts), the time for such performance shall be extended by the amount of time of such delay. ARTICLE XVH Mcurrent projects\sw projects\FINAL_6_06_06\evergreen farm—Annexation Agreement_6_5_06.doc SPECIAL ASSESSMENTS AND TAXATION A. Establishment of Special Service Areas as the Primary Funding Mechanism for Installation of Certain Public Improvements. 1. Owner and the City agree to establish(jointly with other owners and developers within the area described below as the Southwest Infrastructure Developments) a special service area("SSA") as a primary funding mechanism for installation of off-site public improvements, including,without limitation,potable water, fire flow and/or water storage facilities,roads, storm water facilities (i.e., storm water sewers, collection and conveyance improvements, detention ponds if they benefit off-site properties), sanitary sewer facilities and other public improvements. 2. The City and Owner shall cooperate in good faith to identify and agree on the appropriate structure for the financing,which the City and DEVELOPER currently believe will consist of one or more SSA's pursuant to 35 ILCS 200/27-5 et seq.,but which may be authorized and implemented under other legal frameworks acceptable to the City and Owner. City and Owner hereby expressly agree that the form of Special Tax or other Revenue Bond shall be(a) the form of bond which requires an incremental payment at the time of issuance of a building permit(otherwise known as the"pay down"bond), (b) shall not cause Owner to bear the risk of potential default of other parties under their separate SSA's and(c)must include binding assurances that the infrastructure improvements will be funded and completed in a manner and time frame necessary to enable and not delay Owner's development of the Property . The burden of the assessment is limited to and shall be paid by only those future property owners within the Property and the other properties joining in the SSA for the areas generally referred to as the"Southwest Infrastructure Developments"described in Section B of this Article. B. Cross Contingencies for Infrastructure Improvements, including Greenbriar Road Extention(the "Southwest Infrastructure"). 1. Cross Contingencies. Owner and City agree that the terms and conditions of this Annexation Agreement shall be cross contingent with the City's approval of Annexations with 6 Developments commonly referred to as the"Southwest Infrastructure Developments." A list of the developments and the anticipated funding required on behalf of each of the developments is attached hereto as Exhibit BBB. These developments are related in that they all will derive special benefit from infrastructure improvements to be financed through the issuance of Revenue Bond(s)payable from special taxes levied in one or more special service areas to fund the extension of infrastructure to and through the developments. 2. SSA Funding. Upon all Southwest Infrastructure Developments entered into WAcurrent projects\sw projecLsTINAL_6_06_Mevergreen farm—Annexation Agreement_6_5_06.doc individual annexation agreements, City and Owner agree to establish a Special Service Area (SSA's)within the Property and City agrees to concurrently establish SSA's within each of the subdivisions listed on Exhibit BBB. (A preliminary term sheet for the anticipated Special Tax Bond is attached hereto and incorporated herein as Exhibit"CCC") City shall then take action to issue Special Revenue Bonds in and amount sufficient to fund the infrastructure extension by January 15, 2007 otherwise the Owner and other owners and developers comprising the Southwest Infrastructure Developments shall have right to terminate the SSA as it applies to their separate developments. The formation of The SSA's and issuance of Special Revenue Bonds are intended to render the following results: a. All areas will be within the Special Tax areas,and all real property will become subject to the Special Tax. It is anticipated that each development will enact an individual Special Tax Area,and that all Special Tax Areas will issue one mutual Special Tax Bond for payments of the improvements. b. The special tax shall be available to fund the repayment of up to $_(this will be the pro rata amount owed by this development) million in special tax bonds. c. The special tax revenue bonds shall be used to construct infrastructure as described on Exhibit"AAA"as further defined and set forth in the conceptual and preliminary engineering for those improvements dated (EEI) and (Duechler) C. Cost Containment and Overruns. In order to reduce the risk of cost overruns, Owner agrees that the amount of bonds sold should be determined by estimates based upon either final, or near final engineering or bids. Since final engineering must be complete prior to seeking bids, Owner agrees to front fund the amount indicated on Exhibit"BBB"and to receive reimbursement for said sum from the sale of the Revenue Bonds. Owner shall be allowed to comment regarding the determination of the amount of bonds sold, and the amount of contingency for cost overruns. City will respond in writing to Owner's comments and explain the reason for said overrins,if any. In the event the cost to complete the Southwest Infrastructure exceed the amount of the Bonds, Owner shall be responsible for contribution, based upon the same ratios and rational used in Exhibit"AAA",but only as to its proportionate share of a total cost overrun capped at$1,000,000.00. D. PROCEEDS OF BONDS TO BE USED TO EXTEND GREEN BRIAR DRIVE. OWNERS and/or DEVELOPER agrees that traffic ultimately originating from this development, as well as all"Southwest Infrastructure Developments"will give rise to the need for the Green Briar Drive extension to Pavillion Road. One of the first uses of the Special Tax Bonds shall be the construction of the Green Briar Drive Extension. In addition, OWNER'S and/or DEVELOPERS agree to route all construction traffic along state Route 71 to Pavillion or High Point Road and then to the development, and not allow construction traffic to travel along Fox Road from Rt 47 to the development. E. RECAPTURE/RECOVERY OF INFRASTRUCTURE IMPROVEMENTS The CITY shall, in accordance with Chapter 65, Section 519-5-1 et.seq. of the Illinois Compiled Statutes, 2002 Edition, enter into agreements for recapture/recovery("Recapture/Recovery Agreement")with DEVELOPER providing for the recapture/recovery by DEVELOPER of a Mcurrent projects\sw projects\FINAL_6_06_06\evergreen farm—Annexation Agmement_6_5_06.doc _ portion of the cost of certain improvements as identified on Exhibit"AAA", constructed by DEVELOPER which the CITY has determined may be used for the benefit of property (`Benefited Property")not located within the Subject Property which connect to said improvements. The Benefited Property is identified on said Exhibit"DDD" attached hereto. Recapture for the Green Briar Drive improvement may include an increase of the normal and customary road fee for the Benefited Properties and therefore require the CITY to consider increasing this fee for the Benefited Properties via the annexation agreements for the Benefited Properties. Each Recapture Agreement shall be substantially in the form as attached hereto and made a part hereof as Exhibit"EEE". ARTICLE XVIII TERM This Agreement shall be binding upon the Parties and their respective successors and assigns for twenty (20) years, commencing as of the date hereof, and for such further term as may hereinafter be authorized by statute and by City ordinance. If any of the terms of this Agreement, or the annexation or zoning of the Property, is challenged in any court proceeding, then, to the extent permitted by law, the period of time during which such litigation is pending shall not be included in calculating said twenty (20) year period. The expiration of the Term of this Agreement shall not affect the continuing validity of the zoning of the Property or any ordinance enacted by the City pursuant to this Agreement. ARTICLE XIX MISCELLANEOUS A. Amendment. This Agreement, and the exhibits attached hereto,may be amended only by the mutual consent of the Parties,by adoption of an ordinance by the City approving said amendment as provided by law and by the execution of said amendment by the Parties or their successors in interest. B. Severability. If any provision, covenant, agreement or portion of this Agreement or its application to any person, entity or property is held invalid, such invalidity shall not affect the application or validity of any other provisions, covenants or portions of this Agreement, and to that end, all provisions, covenants, agreements and portions of this Agreement are declared to be severable. If for any reason the annexation or zoning of the Property is ruled invalid, in whole or in part, the Corporate Authorities, as soon as possible, shall take such actions (including the holding of such public hearings and the adoption of such ordinances and resolutions) as may be necessary to give effect to the spirit and intent of this Agreement and the objectives of the Parties, as disclosed by this Agreement, provided that the foregoing shall be undertaken at the expense of the Developer. C. Entire Agreement. This Agreement sets forth all agreements, understandings and covenants between and among the Parties. This Agreement supersedes all prior Mcurrent projects\sw projects\FINAL_6_06_06\evergreen farm—Annexation Agreemenl_6_5_06.doc agreements,negotiations and understandings, written and oral, and is a full integration of the entire agreement of the Parties. D. Survival.The provisions contained herein shall survive the annexation of the Property and shall not be merged or expunged by the annexation of the Property to the City. E. Successors and Assigns. This Agreement shall inure to the benefit of, and be binding upon, successors of the Owner and Developer and their respective successors, grantees, lessees, and assigns, and upon successor corporate authorities of the City and successor municipalities, and shall constitute a covenant running with the land. This Agreement may be assigned without City approval, and upon said assignment and acceptance by an assignee, the assignor shall have no further obligations hereunder. If a portion of the Property is sold, the seller shall be deemed to have assigned to the purchaser any and all rights and obligations it may have under this Agreement (excluding rights of recapture) which affect the portion of the Property sold or conveyed and thereafter the seller shall have no further obligations under this Agreement as it relates to the portion of the Property conveyed F. Within 30 days of a written request from the United City of Yorkville,which includes legal descriptions and exhibits as necessary,the Owner shall grant permanent and temporary construction easements within the current or future City or county rights of way as necessary for the construction of extension of City utilities and appurtenances and/or other utilities to serve the subject property and other properties within the City of Yorkville. G. Within 30 days of a written request from the United City of Yorkville,which includes legal descriptions and exhibits as necessary,the Owner shall convey by Warranty Deed, fee simple title of future highway or road right of way to the United City of Yorkville as necessary to comply with the terms of this Agreement. Such request for conveyance of right of way shall have no impact on any previously entitled land development density or lot configuration. H. Notices.Any notice required or permitted by the provisions of this Agreement shall be in writing and sent by recognized overnight courier or personally delivered,to the Parties at the following addresses,or at such other addresses as the Parties may,by notice, designate: If to City: United City of Yorkville 800 Game Farm Road Yorkville,Illinois 60560 (630)553-4350 Fax(630)553-7575 Attention: City Administrator If to Owner: EVERGREEN FARM ESTATES LLC c/o Tanglewood Real Estate Development Corporation 1 N 303 LaFox Road WAcuuent projects\sw pmjectsTINAL_6_06_O6\evergreen farm—Annexation Agreement_6_5_06.doc P. O.Box 139 LaFox,Illinois 60147 (630)761-2010 Fax(630)761-0038 With a copy to:John P.Martin Huck Bouma PC 1755 South Naperville Road,Suite 200 Wheaton,Illinois 60187 (630)221-1755 Fax(630)221-1756 Notices shall be deemed given on the second (2nd) business day following delivery by overnight courier and upon receipt,if personally delivered. 1. Time of Essence. Time is of the essence of this Agreement and of each and every provision hereof. J. City Approval. Wherever any approval or consent of the City, or of any of its departments,officials or employees,is called for under this Agreement,the same shall not be unreasonably withheld or delayed. [Signature Page Follows] Mcurrent projects\sw projects\FINAL_6_06_061evergreen farm—Annexation Agreement_6_5_06.doc IN WITNESS WHEREOF,the Parties hereto have executed this Agreement on the date first above written and, by so executing, each of the Parties warrants that it possesses full right and authority to enter into this Agreement. CITY: UNITED CITY OF YORKVILLE, an Illinois municipal corporation By: Mayor ATTEST: City Clerk OWNER: EVERGREEN FARM ESTATES LLC, TANGLEWOOD REAL ESTATE DEVELOPMENT CORPORATION, an Illinois corporation,managing member By: Its: Attest: Its: STATE OF ILLINOIS ) SS. COUNTY OF ) I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY THAT personally known to me to be the Mayor of the United City of Yorkville, an Illinois municipal corporation and personally known to me to be the City 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 Mayor and City Clerk, they signed and delivered the said instrument and caused the corporate seal of said corporation to be affixed thereto, pursuant to authority given by the Board of Directors of said corporation, as their free and voluntary act, and as the free and voluntary act and deed of said corporation,for the uses and purposes therein set forth. Given under my hand and notarial seal,this day of 2006. Notary Public W:\current projects\sw projects\FINAL_6_06_06\evergreen farm—Annexation Agreemenl_6_5_06.doc STATE OF ILLINOIS ) SS. COUNTY OF ) I, the undersigned, a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY THAT personally known to me to be the of Tanglewood Real Estate Development Corporation, an Illinois corporation and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that as such Managing Member he signed and delivered the said instrument pursuant to authority given by Members of the company, as his free and voluntary act, and as the free and voluntary act and deed of said company, for the uses and purposes therein set forth. Given under my hand and notarial seal,this day of ,20_. Notary Public CONSENT OF MORTGAGEE Bank,a(n) organized and existing under the laws of the State of holder of a Mortgage dated_ and recorded as Document Number covering the subject property, hereby consents to the execution and recording of the within Annexation Agreement and agrees that said Mortgage is subject and subordinate thereto. IN WITNESS WHEREOF,the Bank has caused this instrument to be signed by it's duly authorized officers on its behalf at Illinois,on this day of 2006. Bank By: Its: ATTEST: By: Its: Mcurrent projects\sw projectsTINAL_6_06_Wevergreen fa"—Annexation Agreement_6_5_06.doc SCHEDULE OF EXHIBITS Exhibit A:Legal Description Exhibit B: Plat of Annexation Exhibit C: Concept Plan Exhibit D: Development Fee List AAA. Overall Infrastructure Funding Summary BBB. Front Funding Distribution Summary CCC. SSA Summary of Terms DDD.Recapture/Recovery Area Benefited Property EEE.Recapture/Recovery Agreement Mourrent projects\sw projects\FINAL_6_06_06\evergreen farm Annexation Agreement_6_5_06.doc G,t'I�ins;i rr AXTA Commitment !s�IB�r'�lila S: Fle No,:Nr—�-74WS-Clifi Legal Description: `114AT PART OF �ON C, TOVjfNfTKLP 36 NORTH, RANGE 7 DST OF THE'TlitlsD F'�.4:i�,�L i✓IEPIDI N Dec 7 6Y ooV,,�ETICTNC�AT THE NORTHEAST CORNER OF THE NOt"EVl'ES k s�LiAPTFR OF�`3D SEC €`IOid C;71-€E4M i,YE e 233.9 FEET ALONG THE NORM LLI,,IE OF SAID SECTIOIa 6 TO'THE SC?13Ft-IEASTERL'? LINE OF THE RIGHT-OF-WAY OF THE C-UC.AGO, BURLINGTON P.QuulC t R.AJMOAD COMPANY; THEW.2 SW H 6I® D-S' ZO"WEST ALONG SAID RIGHT-OF-WAY LINE 143,152 FEET FOR A r`oD4 T r-q UtiEadhIDJG; THE NCE SOUffH Ole W 38" EAST,406.94 FEET;THE117.SCA'A rk, uSo 14' 1O" EAST 3326.x2 FELT, it;ENC:E SOUTH 240 05"33"E&5T 587.67 FEET-,TI-IEWE sub-1 H 6£0 47 4Z"WEST 156096 FEt-T ICi IT-vE Coi-fER LINE OF A GR.AVEI.. ROAD;THENCE NORTH ;ZZ0 15' 40"WES7 ALONG SAID CU M LLk�E 12�3.Eq FEE°{ 11iENCE A9CrRTE#9GQ k:� 1O"Vt T ALONG Tt-:i a i "TEP ?IN E OF SArD GRAVEL ROAD 25D.27 FEE T'TD THE CENTER IX4-cc OF FOX ROAD;THENCE SDUM 63® 47 50" WEST AI jpG THE' ° fr 'k U14E OF FOX RDAD x 3.37'FEET,THENCE NORTH D8� 3�"52`i e�T 676.69 FEES`TO THE AFD6tEWID SOUTs HEASTFW RIGHT-OF-WAY LINE,THE14CE NGR.N 610-W 20-EAST ALONG SAID RED-OF-WAY LINE 1431.91 FFJF ' 1:)THE POINT OF DEGTt"tWNG IN I CALL TOV SHIP, egjDAU.ODUl -ty, ?L�1NOIS, EXC.-t)14G"THEREFROM 714E SOi THEA57 LY 3510 FEET OF THE SOU'TKgE5TERLY 469.82 FEET THERECbF�,ND AL X)EXCEPTING THEREFROM THE FOLLOWING PARCEL OF pROPERTY, FROFR THE POINT OF BEGMANING AFORESAID;THB4CE SCAITH 010 28' 38" EAST 406.94 FEET;710XE SOUTH 250 I9' 111' EAST 305.69 FEET TO THE CENTER r E OF FOX ROAD FOR A NEW POLL OF I1dIvLE ,T+EMM SO'J'h i;ZS® :19' lo*EAST 1021.13 FEFrT;HENCE SOUTH 440 5v 33"EAST 587.67 FEET;THEt-ICE SOUTH CA"4S'42"WEST 6?1.43 FEE ;1 .'ENCE NORTH 25m 19` ;.O"'eq&ST 1540. 14 F1 E,. TO Sf§ID C TER LUQ OF FCI.C GOAD;TFIENC�I OR T;`b Rz" SO° LAS 1 A&GHG .D C 17F K L! 630.0 FEE T TO T I: T OF'BEGINNING IN €T..ND AU-°I`t'i'W,SHTP, / KENDALL CGIANY, '1111, 01S. t t' Name of Fee Amount Time of Payment 1 School District Transition Fee $3,000 per unit Paid to School District Office prior to application for building permit At time of building permit,paid at City Hall with separate check made out to 2 Yorkville Bristol Sanitary District Connection Fee $1,400 per unit YBSD 3 Yorkville Bristol Sanitary District Annexation Fee $3,523 per acre Paid for entire development,at time of annexation to sanitary district Yorkville Bristol Sanitary District Infrastructure 4 Fee $3,523 per acre PAID BY SPECIAL TAX PROCEEDS $650+$,0.20 per 5 Building Permit Fee square foot Building Permit 6 Water Connection Fee $3,700 per unit PAID BY SPECIAL TAX PROCEEDS 7 Water Meter Cost(not applicable to fee lock) $390 per unit Building Permit 8 City Sewer Connection Fee $2,000 per unit PAID BY SPECIAL TAX PROCEEDS 9 Water and Sewer Inspection Fee $25 per unit Building Permit 10 Public Walks and Driveway Inspection Fee $35 per unit Building Permit 11a Public Works(Development Impact Fee) $700 per unit Building Permit 11b Police(Development Impact Fee) $300 per unit Building Permit Municipal Building Impact Fee is set up as$5,509 per unit if paid at time of see"time of permit,or$3,288 per unit if paid at time of final plat for all units in the entirety 11 c Municipal Building(Development Impact Fee) payment" of the annexed development. 11d Library(Development Impact Fee) $500 per unit Building Permit 11e Parks and Rec(Development Impact Fee) $50 per unit Building Permit 11 Engineering(Development Impact Fee) $100 per unit Building Permit Bristol Kendall Fire District(Development Impact 11g Fee) $1,000 per unit Building Permit Calculated by ordinance,$80,000 Building Permit or Final Plat,depending on annexation/development 12 Parks Land Cash Fee per acre agreement and land/cash donations negotiated Calculated by ordinance,$80,000 Building Permit or Final Plat,depending on annexationddevelopment 13 School Land Cash Fee per acre agreement and land/cash donations negotiated 14 Road Contribution Fund $2,000 per unit PAID BY SPECIAL TAX PROCEEDS $1,549 per unit, escalating each Building Permit calendar year at e rate determined by 15 County Road Fee ordinance 16 Weather Warning Siren $75 per acre Final Plat 1.75%of Approved Engineer's Estimate of Cost of Land 17 Administretion Review Fee Improvements Final Plat 1.25%of Approved Engineer's Estimate of Cost of Land Improvements Final Plat 1 8 Engineering Review Fee 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o N a1 0 0 . 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( § § ¥ t2 - � ■ ! � � i / . §!a • . i {w,\ 9 { LU - - _ _ ` \ } � } § \ � Ell • � \ � � ® j � � l� - - - - - - - 1 , -2 � , ■ e § # # ) ( § f|I |{ ! ! ) R ; ; ; & ( - - - - ® - - | ! k | EXHIBIT CCC UNITED CITY OF YORKVILLE,ILLINOIS KENDALL COUNTY,ILLINOIS SPECIAL SERVICE AREAS SERIES 2006—PAYDOWN BONDS (Southwest Interceptor Project including Pavillion Road) Summary of Proaosed Terms ISSUER: United City of Yorkville,Illinois(the"City") BOND TYPE: Special Tax Revenue Bonds PUBLIC IMPROVEMENTS: The proceeds of the Bonds will be used by the City to construct certain off-site Public Improvements benefiting the Special Service Areas(the"Areas"). Improvements include roadways(including Pavillion Road) sanitary sewer facilities,water facilities,costs for land and easement acquisitions relating to any of the foregoing improvements and certain soft costs associated with the Public Improvements. THE AREAS: The City will form seven separate special service areas(the "Areas"),each of which will have a separate and distinct tax based on the number of acres and dwelling units. As currently contemplated,the special service areas will be: Acreage* Units* Meadowbrook Homes 161 348 Silver Fox 103 187 Evergreen Farms 49 76 Aspen Ridge Estates 126 218 Chally Farm 154 234 York Wood Estates 178 185 %subject to change) SECURITY: - A first lien on all Special Taxes imposed upon all property within each Special Service Area. - A Reserve Fund equal to 10%of the initial paramount of the Bonds. USE OF PROCEEDS: The proceeds of the Bonds will be used to 1)purchase and/or construct certain Public Improvements;2)fund a debt service reserve equal to 10%of par; 3)to pay capitalized interest for up to 18 months;and,4)pay costs of issuance. COUPON: TBD FINAL MATURITY: March 1,2016 AMORTIZATION: Amortization will be in years 2013 through 2016. STRUCTURE: Pursuant to a Special Tax Roll,the Special Service Area Tax from each special service area will be due and payable in full upon the EXHIBIT CCC transfer of title on the property. Effectively,this structure will mandate the Special Tax be prepaid once the Developer no longer owns the property(i.e.,prior to the time a homeowner takes possession). At each closing,the payoff amount would be deposited with the bond trustee and the City would issue a lien release. Quarterly,the Trustee would use all prepayments to redeem bonds. See "Special Mandatory Redemption from Property Owner Prepayment." Beginning in 2008,each owner will be required to make special tax payments based on interest only for the special service area debt allocable to their property. Beginning with the June 2013 special tax payment,the special service area debt will begin to amortize for any unsold units. ESTIMATED SPECIAL TAX Average PAYMENTS: Year Amount['] (per unit) 2008 $1,140 2009 1,140 2010 1,140 2011 1,140 2012 6,117 2013 6,117 2014 6,117 2015 6,117 ttl -includes principal and interest -assumes an average special tax of$20,750/unit -assumes title does not transfer -assumes no prepayment and an average Debt Service Reserve Credit of$2,075/unit ESTIMATED SOURCES Sources: AND USES OF FUNDS: Bond Proceeds $26,960,000 Original Issue Discourif (269,600) Interest Eammgs(2) 702.665 27,393,065 Uses: Improvements 21,900,000 Debt Service Reserve(') 2,696,000 Capitalized Interest(") 1,977,065 Costs of Issuance(') 820,000 27,393,065 (') In order to allow for prepayment at any time without penalty,the bond purchasers will require a 1%discount on the bonds at the time of issuance. (Zl Interest is earned on the unspent bond proceeds held by the bond trustee. (n The Debt Service Reserve is required by bondholders and will be returned pro rata at the time of each lot payoff. See"Debt Service Reserve." (4) Interest is capitalized through March 1,2008. The first tax bill will be June 2008. (') Costs of issuance are estimates and subject to change. EXHIBIT CCC DEBT SERVICE RESERVE: A Debt Service Reserve equal to 10%of the par amount of the Bonds will be required by the bondholders. A pro rata amount of the Debt Service Reserve will be used to reduce the payoff(see "Payoff")at the time the lien is released(the"Debt Service Reserve Credit"). The Debt Service Reserve Credit will not be available to any property owner that is delinquent in their special tax payments. PAYOFF: Based on a$25,525,000 bond issue,the payoff figure per parcel would be: Fee per Bond Total Tax DSR Payoff Project DU Costs per DU Credit Amount(') Meadowbrook Homes 16,029 3,918 19,947 1,995 17,952 Silver Fox 16,342 3,995 20,337 2,034 18,303 Evergreen Farm 16,684 4,078 20,763 2,076 18,686 Aspen Ridge Estates 16,445 4,020 20,465 2,046 18,418 Chally Farm 16,735 4,091 20,826 2,083 18,743 York Wood Estates 17,822 4,356 22,178 2,218 19,960 (D Difference between"Payoff Amount"and"Fee per DU"equals each unit's per share cost of the Costs of Issuance and the Capitalized Interest. ANNEXATION It is contemplated that each developer will agree in its Annexation AGREEMENT: Agreement to the formation of the special service area on its property and the imposition of the special tax. In order to assure an adequate number of units is included and the resultant special tax is acceptable,all annexations would need to occur simultaneously. METHOD OF SALE: Limited Offering DENOMINATION: $100,000 with increments of$1,000 in excess thereof. BOND FORM: Book-entry Only through DTC ANTICIPATED RATING: None TAXATION: Exempt from federal taxes;not subject to AMT;not exempt from State of Illinois income taxes. INTEREST PAYMENT March 1 and September 1, commencing September 1,2007 DATES: PRINCIPAL PAYMENT March 1, commencing March 1,2013 DATES: OPTIONAL REDEMPTION: The Bonds are subject to mandatory redemption by the City prior to maturity. SPECIAL MANDATORY The Bonds are subject to mandatory redemption on any Interest REDEMPTION FROM Payment Date, in par, from prepayments of Special Taxes made in PROPERTY OWNER accordance with the Ordinance of the City establishing the Area(the PREPAYMENT: `Establishing Ordinance")and deposited into the Special Redemption Account of the Bond Fund,at a redemption price of par, together with accrued interest on such Bonds to the date of EXHIBIT CCC redemption. The Bonds will be called in order of maturity. When the amount on deposit in the Special Redemption Account equals$1,000, such amount shall be used to redeem Bonds on the next Interest Payment Date at the redemption prices set forth above. ACCELERATION: The Indenture does not permit the acceleration of the principal of the Bonds upon the occurrence of an Event of Default under the Indenture. ABATEMENT: Annually on or before the last Tuesday in December,the City shall adopt an abatement ordinance abating the Special Tax to the extent monies are on deposit in the Principal and Interest Account of the Bond Fund and to adjust the levy for prepayment that occurred during the year. BOND COUNSEL: Foley&Lardner UNDERWRITER: William Blair&Company TRUSTEE: Bank of New York BILLING AND The County will bill and collect the special service area tax. COLLECTING: ADMINISTRATOR: The City will hire David Taussig&Associates as the special service area administrator(the"Administrator")to assist the City in the levy,abatement and collection process. EXHIBIT `EEE' RECAPTURE AGREEMENT THIS RECAPTURE AGREEMENT("Agreement"),is made and entered as of the_day of 200 by and between the UNITED CITY OF YORKVILLE, an Illinois municipal corporation("CITY") and ("DEVELOPER'). RECITALS: A. DEVELOPER is the OWNER and DEVELOPER of that certain real estate development located within the corporate limits of the CITY and commonly known as ("Subdivision"). B. DEVELOPER and the CITY have heretofore entered into that certain Annexation Agreement dated , 2006 ("Annexation Agreement")pertaining to the annexation and development of the Subdivision within the CITY. C. DEVELOPER desires to recapture an allocable share of the costs of constructing certain of the public improvements for the Subdivision("Recapture Items")which will provide benefit to other properties ("Benefited Properties")from the OWNERS of the Benefited Properties("Benefited OWNERS"). D. DEVELOPER and the CITY are desirous of entering into this Agreement to provide for the fair and allocable recapture by DEVELOPER of the proportionate costs of the Recapture Items from the Benefited OWNERs, subject to the terms and conditions set forth in this Agreement. NOW,THEREFORE, in consideration of the foregoing recitals and the mutual covenants hereinafter set forth,and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged by the parties hereto,the parties hereby agree as follows: 1. RECAPTURE ITEMS. The Recapture Items,being elements of the public improvements to be constructed as a part of the development of the Subdivision, are identified in Attachment"A" attached hereto ("Recapture Schedule"). The Recapture Schedule identifies each Recapture Item and the estimated cost to construct each Recapture Item("Estimated Cost"). DEVELOPER shall cause each of the Recapture Items to be constructed in compliance with the provisions of the Annexation Agreement and to be accepted and conveyed to the CITY in accordance with applicable ordinances of the CITY. 2. BENEFITED PROPERTIES. The Benefited Properties are legally described in the Recapture Schedule attached hereto as Attachment "B". Each parcel of real estate contained within the Benefited Properties is referred to herein individually as a"Benefited Parcel". There are a total of (__)Benefited Parcels as identified in the Recapture Schedule. 3. RECAPTURE COSTS. The Recapture Item(s)which the Corporate Authorities of the CITY have determined will benefit a Benefited Parcel, and the prorata share of the Estimated Cost of each such Recapture Item to be allocated to such Benefited Parcel are set forth in the Recapture Schedule. The aggregate amount of the proportionate share of the Estimated Cost for each of the Recapture Items allocable to a Benefited Parcel is referred to herein as the "Recapture Costs". The Recapture Costs for each of the Benefited Parcels shall be as identified in the Recapture Schedule. Interest shall accrue on the Recapture Costs for the benefit of DEVELOPER at the rate of six percent(6 %)per annum from the date the Recapture Item is completed until the Recapture Cost is paid. All references to Recapture Costs herein shall include accrued interest owed thereon. 4. COLLECTION OF RECAPTURE COSTS. The CITY shall assess against and collect from the Benefited OWNER of a Benefited Parcel,or any portion thereof,his successors and assigns, the Recapture Cost, calculated under Paragraph 3 of this Agreement for such Benefited Parcel. At such time as a Benefited OWNER, or its agent or representative,annexes and/or subdivides a Benefited Parcel, or any portion thereof, or subdivides the Benefited Parcel from a larger parcel of land, or applies to the CITY for issuance of a permit for connection to all or any of the Recapture Items,whichever shall first occur,the CITY shall collect from such Benefited OWNER, or its agent or representative, the applicable Recapture Costs, owed hereunder by such Benefited Parcel. No Benefited Parcel which is a part of a subdivision(whether by plat or division by deed) shall be approved or recognized by the CITY or be issued a connection permit to a Recapture Item by the CITY until such Benefited Parcel has fully paid the applicable Recapture Costs, owed by such Benefited Parcel under this Agreement. 5. PAYMENT OF RECAPTURE COSTS. Any Recapture Costs, collected by the CITY pursuant to this Agreement shall be paid to DEVELOPER, or such other person or entity as DEVELOPER may direct by written notice to the CITY,within thirty(30) days following collection thereof by the CITY. It is understood and agreed that the CITY's obligation to reimburse DEVELOPER shall be limited to funds collected from the Benefited OWNERS as provided herein, and payments made hereunder shall be made solely out of said funds. This Agreement shall not be construed as creating any obligation upon the CITY to make payments from its general corporate funds or revenue. 6. CITY'S OBLIGATION. The CITY and its officers, employees and agents shall make all reasonable efforts to make the aforesaid collections of the Recapture Costs, for each Benefitted Parcel. Neither the CITY or any of its officials shall be liable in any manner for the failure to make such collections, and DEVELOPER agrees to hold the CITY, its officers, employees and agents,harmless from the failure to collect said fees. In any event,however, DEVELOPER and/or the CITY may sue any Benefited OWNER owing any Recapture Costs, hereunder for collection thereof, and in the event DEVELOPER initiates a collection lawsuit,the CITY agrees to cooperate in DEVELOPER's collection attempts hereunder by allowing full and free access to the CITY's books and records pertaining to the subdivision and/or development of the Benefited Parcel and the collection of any Recapture Costs therefore. In the event the CITY and any of its agents, officers or employees is made a party defendant in any litigation rising out of or resulting from this Agreement,DEVELOPER shall defend such litigation, including the interest of the CITY, and shall further release and hold the CITY harmless from any judgment entered against DEVELOPER and/or the CITY and shall further indemnify the CITY from any loss resulting therefrom, except to the extent such loss results from the grossly negligent or willfully wrongful act or conduct of the CITY or any of its agents, officers or employees. 7. CITY'S COLLECTION OF OTHER FEES AND CHARGES. Nothing contained in this Agreement shall limit or in any way affect the rights of the CITY to collect other fees and charges pursuant to CITY ordinances,resolutions,motions and policies. The Recapture Costs provided for herein for each Benefited Parcel is in addition to such other CITY fees and charges. 8. TERM. This Agreement shall remain in full force and effect for a period of twenty(20) years from the date hereof,unless sooner terminated by the mutual agreement of the parties hereto or by the completion of all duties to be performed hereunder. In the event no portion of a Benefited Parcel is a part of a subdivision approved or recognized by the CITY and no connection permit as aforesaid is issued by the CITY for such Benefited Parcel within ten years following the date of this Agreement,this Agreement, and each and every duty and undertaking set forth herein pertaining to such Benefited Parcel, shall become null and void and of no farther force and effect as to such Benefited Parcel. 9. LIEN. The recordation of this Agreement against the Benefited Properties shall create and constitute alien against each Benefited Parcel, and each subdivided lot hereafter contained therein,in the amount of the Recapture Costs,plus interest, applicable hereunder to such Benefited Parcel. 10. MISCELLANEOUS PROVISIONS. A. Agreement: This Agreement may be amended upon the mutual consent of the parties hereto from time to time by written instrument and conformity with all applicable statutory and ordinance requirements and without the consent of any other person or corporation owning all or any portion of the Benefited Properties. B. Binding Effect: Except as otherwise herein provided,this Agreement shall inure to the benefit of and be binding upon the successors and assigns of DEVELOPER and any successor municipal corporation of the CITY. C. Enforcement: Each party to this Agreement, and their respective successors and assigns,may either in law or in equity,by suit, action,mandamus, or other proceeding in force and compel performance of this Agreement. D. Recordation: A true and correct copy of this Agreement shall be recorded, at DEVELOPER's expense,with the Kendall County Recorder's office. This Agreement shall constitute a covenant running with the land and shall be binding upon the Benefited Properties in accordance with the terms and provisions set forth herein. E. Notices: Any notice required or desired to be given under this Agreement,unless expressly provided to the contrary herein, shall be in writing and shall be deemed to have been given on the date of personal delivery,on the date of confirmed telefacsimile transmission provided a hard copy of such notice is deposited in the U.S. mail addressed to the recipient within twenty-four hours following the telefacsimile transmission, or on the date when deposited in the U.S. Mail,registered or certified mail,postage prepaid, return receipt requested, and addressed as follows: If to CITY: United CITY of Yorkville Attn: CITY Clerk 800 Game Farm Road Yorkville,11 60560 Fax: (630) 553-4350 with a copy to: John Wyeth,Esq. 800 Game Farm Road Yorkville,I160560 Fax: (630) 553-4350 If to OWNER F. Severability: The invalidity or unenforceability of any of the provisions hereof, or any charge imposed as to any portion of the Benefited Properties, shall not affect the validity or enforceability of the remainder of this Agreement or the charges imposed hereunder. G. Complete Agreement: This Agreement contains all the terms and conditions agreed upon by the parties hereto and no other prior agreement, excepting the Annexation Agreement,regarding the subject matter of this Agreement shall be deemed to exist to bind the parties. This Agreement shall be governed by the laws of the State of Illinois. H. Captions and Paragraph Headings: Captions and paragraph headings incorporated herein are for convenience only and are not part of this Agreement, and further shall not be used to construe the terms hereof. I. Recitals and Exhibits: The recitals set forth at the beginning of this Agreement and the exhibits attached hereto are hereby incorporated into this Agreement and made a part of the substance hereof. J. Enforceability: This Agreement shall be enforceable in the Circuit Court of Kendall County by any of the parties hereto by an appropriate action of law or in equity to secure the performance of the covenants herein contained. IN WITNESS WHEREOF,the parties hereto have hereunto set their hands and seals as of the date first above written. DEVELOPER: CITY: UNITED CITY OF YORKVILLE, an Illinois municipal corporation By: By: Mayor Title: President Attest: Dated: CITY Clerk Eb? STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) ORDINANCE NO. 2006- AN ORDINANCE AUTHORIZING THE EXECUTION OF AN ANNEXATION AGREEMENT OF (Evergreen Farms) WHEREAS, it is prudent and in the best interest of the UNITED CITY OF YORKVILLE, Kendall County, Illinois,that a certain Annexation Agreement pertaining to the annexation of real estate described on the Exhibit"A" attached hereto and made a part hereof entered into by the UNITED CITY OF YORKVILLE; and WHEREAS, said Annexation Agreement has been drafted and has been considered by the City Council; and WHEREAS, the legal owners of record of the territory which is the subject of said Agreement are ready, willing and able to enter into said Agreement and to perform the obligations as required hereunder; and WHEREAS, the statutory procedures provided in 65 ILCS 11-15.1.1, as amended, for the execution of said Annexation Agreement has been fully complied with; and Page 1 of 3 WHEREAS, the property is presently contiguous to the City. NOW THEREFORE, BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILE, KENDALL COUNTY, ILLINOIS, AS FOLLOWS; Section 1: The Mayor and the City Clerk are herewith authorized and directed to execute, on behalf of the City, an Annexation Agreement concerning the annexation of the real estate described therein, a copy of which Annexation Agreement is attached hereto and made a part hereof. Section 2: This ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,this Day of A.D. 2006. MAYOR Page 2 of 3 Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Page 3 of 3 STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) ORDINANCE NO.2006- AN ORDINANCE ANNEXING CERTAIN TERRITORY TO THE UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS (Evergreen Farms) WHEREAS, a written petition, signed by the legal owner of record of all land within the territory hereinafter described,has been filed with the City Clerk of the United City of Yorkville, Kendall County, Illinois, requesting that said territory be annexed to the United City of Yorkville; and, WHEREAS, there are no electors residing within the said territory, and, WHEREAS,the said territory is not within the corporate limits of any municipality but is contiguous to the United City of Yorkville; and, WHEREAS, legal notices regarding the intention of the United City of Yorkville to annex said territory have been sent to all public bodies required to receive such notices by state statute; and, WHEREAS, copies of such notices required to be recorded, if any, have been recorded in the Office of the Recorder Kendall County, Illinois; and, WHEREAS,the legal owner of record of said territory and the United City of Yorkville have entered into a valid and binding annexation agreement relating to such territory; and, WHEREAS, all petitions, documents, and other necessary legal requirements are in full compliance with the terms of the annexation agreement and with the statutes of the State of Illinois, specifically Section 7-1-8 of the Illinois Municipal Code; and, WHEREAS, it is in the best interests of the United City of Yorkville that the territory be annexed thereto, NOW, THEREFORE, BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: SECTION 1: The following described territory, That territory described in the Legal Description which is attached hereto and made a part of this Ordinance. that territory also being indicated on an accurate map of the annexed territory (which is attached hereto and made a part of this Ordinance), is hereby annexed to the United City of Yorkville,Kendall County, Illinois. SECTION 2: The City Clerk is hereby directed to record with the Kendall County Recorder and to file with the Kendall County Clerk a certified copy of the Ordinance, together with an accurate map of the territory annexed attached to this Ordinance. SECTION 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 RteL, - STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) ORDINANCE NO. 2006- AN ORDINANCE REZONING CERTAIN PROPERTY IN FURTHERANCE OF AN ANNEXATION AGREEMENT (Evergreen Farm) WHEREAS, Evergreen Farm Estates, LLC is the legal owner of record of property described on Exhibit"A" attached hereto and incorporated herein(the Property), and WHEREAS Tanglewood Development Corporation, developer of the Property has made application by petition for the rezoning of the Property pursuant to an Annexation of the Property, and WHEREAS, owners and developers have previously entered into an agreement for annexation, and zoning of the property, and WHEREAS, the Yorkville Plan Commission has recommended the annexation of the property. NOW, THEREFORE BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS UPON MOTION DULY MADE, SECONDED AND APPROVED BY THE MAJORITY OF THOSE MEMBERS OF THE CITY COUNCIL VOTING, THAT: 1. The City Council approves the recommendation of the Plan Commission and hereby rezones the property as R-2 Residential District as described in attached Exhibit "B" (Legal Description of the Property). 2. The Property shall be developed according to the terms of an Annexation Agreement previously adopted. 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURR PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 rte. �b REVISED May 26,2006 STATE OF ILLINOIS ) SS COUNTY OF KENDALL ) ANNEXATION AGREEMENT ASPEN RIDGE ESTATES This Annexation Agreement (hereinafter "Agreement"), is made and entered into this day of 2006, by and between the UNITED CITY OF YORKVILLE, an Illinois municipal corporation, (hereinafter referred.to as the "CITY"), and ASPEN RIDGE ESTATES, L.L.C., the owner of record of the subject property, (hereinafter referred to as the "OWNER"). WITNESSETH WHEREAS, the OWNER owns fee simple title to the real property which is legally described in Exhibit"A" attached hereto, consisting of approximately 126 acres, more or less (hereinafter the "PROPERTY") which is located at the southwest corner of Fox and Pavillion Roads; and WHEREAS, the PROPERTY is located in an unincorporated area of Kendall County and is contiguous to the corporate limits of the City; and WHEREAS, there are no electors residing on the PROPERTY; and WHEREAS, the OWNER desires to provide for the annexation of the PROPERTY and to develop the PROPERTY in the CITY in accordance with the terms of this Agreement and the Ordinances of the CITY; and WHEREAS, it is the desire of the CITY to annex the PROPERTY and to grant zoning and facilitate its development pursuant to the terms and conditions of this Agreement and the Ordinances of the CITY; and WHEREAS, the OWNER and the CITY have or will perform and execute all acts required by law to effectuate such annexation; and WHEREAS, all notices required by law relating to the annexation of the PROPERTY to the CITY have been given to the persons or entities entitled thereto, pursuant to the applicable provisions of the Illinois Compiled Statutes; and WHEREAS, the Corporate Authorities and the Plan Commission of the CITY have duly held all public hearings relating to annexation and zoning all as required by the provisions of the CITY'S Ordinances and Illinois Compiled Statutes; and -1- REVISED May 26,2006 WHEREAS, the Corporate Authorities of the CITY have duly fixed the time for a public hearing on this Agreement and pursuant to legal notice have held such hearing thereon all as required by the provisions of the Illinois Compiled Statues; and WHEREAS, the OWNER and the CITY agree that upon annexation to the CITY the PROPERTY shall be placed in a R-2 Single Family Residence District; and WHEREAS, in reliance upon the development of the PROPERTY in the manner proposed, the OWNER and the CITY have agreed to execute and deliver all petitions, give all notices, and enact all such resolutions and ordinances and provide and record all other documents that are necessary to accomplish the annexation of the PROPERTY to the CITY; and WHEREAS, in accordance with the powers granted to the CITY by the provisions of 65 ILCS 5/11-15.1-1 through 15.1-5, inclusive, relating to annexation agreements, the parties hereto wish to enter into a binding agreement to govern the annexation, zoning, subdivision and development of the PROPERTY, and the performance of certain undertakings which are contingent upon said annexation, zoning and subdivision and to provide for various other matters related to the annexation of the PROPERTY in the future, as authorized by the provisions of said statutes; and WHEREAS, the Corporate Authorities, after due and careful review, have concluded that the annexation of the Property to the CITY and the zoning and development of the PROPERTY on the terms and conditions hereinafter set forth will (i) further the planned growth of the CITY; (ii) increase the tax base of the property lying within the City; and (iii) generally benefit the CITY and enhance and promote the general welfare of the CITY; WHEREAS, by a two-thirds (2/3) vote of the Corporate Authorities then holding office, the CITY has duly adopted an ordinance approving the terms and provisions of this Agreement (the "Approval Ordinance") and authorizing and directing the Mayor to execute and the City Clerk to attest to this Agreement on behalf of the CITY; and WHEREAS, each of the parties is materially changing its respective position in reliance upon the execution of this Agreement by the other parties and the performance by the other parties of their respective undertakings contained herein. NOW, THEREFORE, in consideration of the foregoing preambles and the mutual covenants, agreements and conditions herein contained, and by authority of and in accordance with the aforesaid statutes of the State of Illinois, THE PARTIES AGREE AS FOLLOWS: 1. ANNEXATION. The OWNER has filed a duly and properly executed petition pursuant to 65 ILCS 5/7-1-8 for annexation of the PROPERTY to the United City of Yorkville. Immediately after adoption of the Approval Ordinance, and at the same meeting, the CITY shall adopt, and the Mayor and City Clerk shall sign and attest, an ordinance (the "Annexation Ordinance") annexing the PROPERTY and all unincorporated contiguous right of way to the City. -2- REVISED May 26,2006 2. ZONING. A. Immediately after adoption of the Annexation Ordinance, and at the same meeting and in accordance with the United City of Yorkville Zoning Ordinance, the Corporate Authorities shall adopt, and the Mayor and City Clerk shall sign and attest, an ordinance (the "Zoning Ordinance") which shall classify the PROPERTY in the R-2 Single Family Residence Zoning District effective immediately upon the recording of the Annexation Ordinance and the plat of annexation. 3. DEVELOPMENT OF THE PROPERTY A. Approval of Preliminary Plat of Subdivision and Preliminary Engineering Plans. Immediately after adoption of the Zoning Ordinance, and at the same meeting, the Corporate Authorities shall adopt an ordinance or resolution approving the preliminary subdivision plat and preliminary engineering plans and preliminary landscape plan referenced herein and made a part hereof (the "Preliminary Plans"), subject to addressing all of Engineering Enterprises, Inc. comments prepared May 3, 2005 and Schoppe Design Associates comments prepared May 4, 2005, copies of which are attached as exhibits hereto: 1. Preliminary Plat( 3 sheets),prepared by Smith Engineering Consultants, Inc., dated January 24, 2005 and dated as last revised April 21, 2005 ("Exhibit B"); 2. Preliminary Engineering Plan (3 sheets), prepared by Smith Engineering Consultants, Inc., dated January 24, 2005 and dated as last revised April 21, 2005 ("Exhibit C"); 3. Landscape Plan (3 sheets),prepared by Ives/Ryan Group, dated January 24, 2005 and dated as last revised April 20,2005 ("Exhibit D"). B. General Rights and Obligations. The OWNER shall have the right to develop the PROPERTY in accordance with, and only in accordance with: (i) final plats of subdivision and final engineering plans to be approved by the CITY in accordance with this Agreement and the City Code; (ii)this Agreement; (iii) the Zoning Ordinance; (iv) the Preliminary Plans; and(v) any other document relative to the development of the PROPERTY that is required and approved by the CITY (collectively, the "Approved Documents"). In the event of a conflict between the Approved Documents and the City Code, the Approved Documents shall control. 3. ANNEXATION TO SANITARY DISTRICT. A. The OWNER agrees to file any necessary petitions and agreements to request annexation and sanitary sewer service for the PROPERTY from the Yorkville Bristol Sanitary District ("YBSD") for the purpose of extending and connecting to the sanitary sewer lines and treatment facilities of YBSD. The CITY shall fully cooperate with the OWNER in obtaining such permits as may be required from time to time by both federal and state law, including, without limitation, the Illinois Environmental Protection Act, permitting the construction and connection of the sanitary sewer lines to the YBSD facilities, in order to facilitate the development and use of the PROPERTY. -3- REVISED May 26,2006 4. SANITARY SEWER AND WATER IMPROVEMENTS A. Owner's Obligation. At its cost, the OWNER shall construct all on-site sanitary sewer collection lines and all other on-site improvements that are necessary or desirable for the collection of sanitary sewage generated by the PROPERTY (the "Sewer Improvements") and all on-site water mains, distribution lines, and other improvements that are necessary or desirable for the provision of potable water to the PROPERTY (the "Water Improvements"), in accordance with City Code. B. Dedication. Upon completion of construction or installation of the Sewer Improvements and Water Improvements, the OWNER shall dedicate to the CITY those portions of the Sewer Improvements and Water Improvements that are required to be dedicated in accordance with the City Code (the "Public Sewer and Water Improvements"). The CITY shall promptly accept the dedication upon review and approval of the Public Sewer and Water Improvements and thereafter shall assume responsibility for all maintenance, repair and replacement thereof, in accordance with City Code. 5. STORM WATER IMPROVEMENTS A. Owner's Obligation. At its cost, the OWNER shall construct all storm sewers, detentions systems, and compensatory storage facilities that are necessary to convey storm water drainage from the PROPERTY in accordance with this Agreement and the City Code ("Storm Water Improvements"). B. Dedication. All Storm Water Improvements shall be owned and maintained by the OWNER or a home owner's association. The OWNER shall dedicate a maintenance easement or easements to the CITY allowing the CITY to maintain the Storm Water Improvements if the OWNER or home owner's association fails to maintain them C. City Cooperation. The CITY shall cooperate with the OWNER, at no cost to the CITY, and execute all applications, permit requests, and other documents necessary or desirable to obtain storm water approvals from any other governmental agency. 6. HOMEOWNER ASSOCIATION; DORMANT SPECIAL SERVICE AREA A. The OWNER shall establish a homeowners association ("Association") of all lot owners within the PROPERTY and a mandatory membership of all lot owners in the Association. The Association shall be established by a Declaration of Covenants, Conditions, Restrictions and Easements recorded against all of the PROPERTY other than those areas and improvements within the PROPERTY that may be dedicated to and accepted by the CITY. The Association shall have the primary responsibility and duty to carry out and pay for maintenance of any storm water detention and retention facilities, drainage ways in easements, wetlands, open space, subdivision signage, landscaping and pavement areas, any of which are not dedicated to and accepted by the CITY and are not located within building lots, (collectively, "Common Facilities"), through assessments levied against all dwelling units within the PROPERTY. A maintenance easement shall be established over all of the Common Facilities located on the final -4- REVISED May 26,2006 plat for the Association. The Association shall be responsible for the regular care, maintenance, renewal and replacement of the Common Facilities including storm water detention areas and without limitation, the mowing and fertilizing of grass, pruning and trimming of trees and bushes, removal and replacement of diseased or dead landscape materials, and the repair and replacement of fences and monument signs, so as to keep the same in a clean, sightly and first- class condition, and shall utilize the Association to provide sufficient funds to defray the cost of such maintenance and to establish reserve fonds for future repairs and replacements. The OWNER shall convey to the Association all of the OWNER'S right, title and interest in and to all Common Facilities established on the PROPERTY as and when provided for in the declaration. These shall include all storm water management facilities depicted on the Preliminary Engineering Plan, as constructed pursuant to the subsequently approved final engineering plans. B. The OWNER agrees and shall consent to the CITY enacting at the time of final plat approval a Dormant Special Service Area to act as a back up in the event that the Association fails to reconstruct, repair and maintain the Common Facilities. 7. ESTABLISHMENT OF SPECIAL SERVICE AREA AS PRIMARY FUNDING MECHANISM FOR INSTALLATION OF PUBLIC IMPROVEMENTS. OWNERS', DEVELOPER's and the CITY agree to establish a special service area("SSA") as a primary funding mechanism for installation of on-site and off-site public improvements, including,without limitation,potable water, fire flow and/or water storage facilities,roads, storm water facilities (i.e., storm water sewers, collection and conveyance improvements, detention ponds if they benefit off-site properties), sanitary sewer facilities and other public improvements. The CITY, OWNERS and/or DEVELOPER shall cooperate in good faith to identify and agree on the appropriate structure for the financing, which the CITY and DEVELOPER currently believe will consist of one or more SSA's pursuant to 35 ILCS 200/27-5 et seq.,but which may be authorized and implemented under other legal frameworks acceptable to the CITY, OWNERS and/or DEVELOPER. However, CITY, OWNERS and/or DEVELOPER hereby expressly agree that the form of Special Tax or other Revenue Bond shall be the form of bond which requires a payment at the time of sale of a developed lot, or the time of issuance of a building permit, otherwise known as the "pay down"bond. The burden of the assessment is limited to and shall be paid by only those future property owners within the SUBJECT PROPERTY, and the other properties joining in the SSA for the areas generally referred to as the"Southwest Infrastructure Developments"described in Section 8 of this agreement. -5- REVISED May 26,2006 8. CROSS CONTINGENCIES FOR INFRASTRUCTURE IMPROVEMENTS INCLUDING GREENBRIAR ROAD EXTENTION (SOUTHWEST INFRASTRUCTURE DEVELOPMENTS) A. CROSS CONTINGENCIES. OWNERS, DEVELOPER and CITY agree that the terms and conditions of this Annexation Agreement shall be cross contingent with the CITY's approval of Annexations with 6 Developments commonly referred to as the"Southwest Infrastructure Developments." A list of the developments and the anticipated funding required on behalf of each of the developments is attached hereto as Exhibit BBB. These developments are related in that they all will derive special benefit from infrastructure improvements to be financed through the issuance of Revenue Bond(s) payable from special taxes levied in one or more special service areas to fund the extension of infrastructure to and through the developments. B. SSA FUNDING. Upon all Southwest Infrastructure Developments entered into individual annexation agreements, CITY, OWNERS and DEVELOPERS agree to establish individual Special Service Areas (SSA's) within each of the subdivisions listed on Exhibit BBB. (A preliminary term sheet for the anticipated Special Tax Bond is attached hereto and incorporated herein as Exhibit"CCC") City shall then.take action to issue Special Revenue Bonds in and amount sufficient to fund the infrastructure extension by October 1, 2006 otherwise the DEVELOPERS shall have right to intervene. The formation of The SSA's and issuance of Special Revenue Bonds is intended to render the following results: 1. All areas will be within the Special Tax areas, and all real property will become subject to the Special Tax. It is anticipated that each development will enact an individual Special Tax Area, and that all Special Tax Areas will issue one mutual Special Tax Bond for payments of the improvements. 2. The special tax shall be available to fund the repayment of up to $ million in special tax bonds. 3. The special tax revenue bonds shall be used to construct infrastructure as described on Exhibit"AAA". C. COST CONTAINMENT, OVERRUNS. In order to reduce the risk of cost overruns, OWNERS and/or DEVELOPERS agree that the amount of bonds sold should be determined by estimates based upon either final, or near final engineering or bids. Since final engineering must be complete prior to seeking bids, OWNERS and/or DEVELOPER agree to front fund the amount indicated on Exhibit"BBB" and to receive reimbursement for said sum from the sale of the Revenue Bonds. OWNERS and/or DEVELOPERS shall be allowed to comment regarding the determination of the amount of bonds sold, and the amount of contingency for cost overruns. CITY will respond in writing to all OWNER and DEVELOPER comments and explain the reason for said overruns, if any. All DEVELOPERS shall be responsible for contribution,based upon the same ratios and rational used in Exhibit"AAA"if the cost to complete the Southwest Infrastructure exceeds the amount of the Bonds. D. PROCEEDS OF BONDS TO BE USED TO EXTEND GREEN BRIAR ROAD. OWNERS -6- REVISED May 26,2006 and/or DEVELOPER agrees that traffic ultimately originating from this development, as well as all "Southwest Infrastructure Developments" will give rise to the need for the Green Briar Road extension to Pavillion Road. One of the first uses or the Special Tax Bonds shall be the construction of the Green Briar Road Extension. In addition, OWNER'S and/or DEVELOPERS agree to route all construction traffic along state Route 71 to Pavillion or High Point Road and then to the development, and not allow construction traffic to travel along Fox Road from Rt 47 to the development. 9. SECURITY INSTRUMENTS. A. As required by City Code, the OWNER shall deposit, or cause to be deposited, with the CITY such irrevocable letters of credit or surety bonds ("Security Instruments") on the standard forms of the City, to guarantee completion and maintenance of the Land Improvements (as defined in the Yorkville Subdivision Control Ordinance) to be constructed as a part of the development the Property, as required by applicable ordinances of the CITY. The OWNER may use either irrevocable letters of credit or surety bonds for its Security Instruments, as permitted by State law. The amount and duration of each Security Instrument shall be as required by applicable ordinances of the CITY. The City Council,upon recommendation by the City Engineer, may from time to time approve a reduction or reductions in the Security Instruments by an amount not in excess of eighty five percent (85%) of the value of the completed work certified by the City Engineer, so long as the balance remaining in the Security Instruments is fifteen percent (15%) of the cost of the estimated total cost of the Land Improvements plus one hundred and ten percent (110%) of the cost to complete the remaining Land Improvements . 10. PROCEDURE FOR ACCEPTANCE OF PUBLIC IMPROVEMENTS. The public Land Improvements constructed as a part of the development of the Property shall be accepted by the CITY pursuant to the provisions of the Subdivision Control Ordinance. The City shall exercise good faith and due diligence in accepting public Land Improvements following the OWNER'S completion thereof in compliance with the requirements of said ordinance; and the City Engineer shall make his recommendation not later than thirty (30) days from the date of the OWNER'S request for approval of any public improvements. 11. OVERSIZING. A. In the event the OWNER is required as a condition of final plat or engineering plan approval to oversize water mains, sanitary sewer mains, storm sewer lines, public roads, traffic signals or other improvements that benefit other properties, the OWNER and CITY shall enter into a written agreement specifically providing that the costs of such oversizing or additional improvements be reimbursed by the CITY, or be the subject of a Recapture Agreement and Recapture Ordinance in favor of the OWNER. The CITY agrees to require anyone intending to connect to or use said oversized or additional facilities to pay the CITY prior to or concurrent with annexation, final plat of subdivision or issuance of a building permit. All identified properties benefiting from the oversized or additional facilities will be required to participate in the Recapture. In no event will connections be permitted to these facilities prior to meeting the obligation of the recapture obligation. The CITY then shall promptly reimburse the -7- REVISED May 26, 2006 OWNER within 30 days of collecting any such payment for the OWNER'S costs of oversizing said lines including costs for deepening said lines. In the event the OWNER seeks said reimbursement, the parties agree separately that the Recapture Agreement shall be executed pursuant to and in compliance, with the Illinois Compiled Statutes, Local Government Act governing the Recapture with the requisite public hearing being held and requisite recapture ordinance being approved by the City Council contingent on the percentage of the benefit to the OWNER and including the service area effected. B. OWNER agrees to hold the CITY harmless and indemnify the CITY from any liability as a result of any recapture imposed. C. Except as otherwise expressly provided in this Agreement, the CITY represents and warrants that there are currently no recapture agreements or recapture ordinances affecting public utilities which will be utilized to service the PROPERTY which the CITY has any knowledge of or under which the CITY is or will be required to collect recapture amounts from the OWNER or its successors,upon annexation or final plat of the PROPERTY or connection of the PROPERTY to any of such public utilities, nor does the CITY have any knowledge of a pending or contemplated request for approval of any such recapture agreement or ordinance which will effect the PROPERTY. 12. PROJECT SIGNS. A. On-Site SianaQe. For so long as the OWNER is actively marketing the development, the OWNER shall have the right to install on the PROPERTY, subject to its receipt of plan approval from the City Administrator, and, once installed, the right and obligation to maintain: (i) two (2) double-faced advertising signs that are eight feet by sixteen feet (8' x 16') the locations of which are specified as follows: one (1) along Fox Road; one (1) along Pavillion Road; (ii) not more than one sign on each lot measuring no more than 2' x 3'; and(iii) informational and directional signs on the PROPERTY. The signage permitted hereunder shall be located with regard to proper sight distance to adjacent roadways. The OWNER shall promptly remove signs marketing the sale of dwelling units within the PROPERTY after it has ceased marketing such dwelling units. Immediately after the Effective Date, the OWNER shall be permitted to make application for and receive plan approvals for the double-faced advertising signs (as specified in(i) above) to be located on the PROPERTY. The OWNER shall have the right to install, subject to its receipt of plan approval from the City Administrator ground illuminated entrance monuments both at the Fox Road and Pavillion Road entrances to the PROPERTY. Entrance monuments shall be constructed in substantial conformance with the Preliminary Plans. All entrance monuments, and any associated landscaping, shall be maintained by the Association pursuant to the terms of the declaration of covenants. All entrance monuments shall be sited in a manner that ensures proper sight distance to adjacent roadways. All entrance monuments shall not be located in public right- of-ways or easements and shall have adequate separation from underground utilities. All other signage installed and maintained with the PROPERTY shall comply with the zoning and subdivision control ordinances of the CITY. The Corporate Authorities, by majority vote and without further public hearing or amendment to this Agreement, may approve -8- REVISED May 26,2006 modifications to the signage provisions contained in this Section provided the same have been specifically requested by the OWNER. B. Off-Site Signage. Following the date of this Agreement and through the date of the issuance of the final occupancy permit for the PROPERTY, OWNER shall be entitled to construct, maintain and utilize offsite subdivision identification, marketing and location signs at such locations within the corporate limits of the CITY as OWNER may designate (individually an "Offsite Sign" and collectively the "Offsite Signs") subject to sign permit review and issuance by the CITY. OWNER and OWNER shall be responsible, at its expense, for obtaining all necessary and appropriate legal rights for the construction and use of each of the Offsite Signs. Each Offsite sign may be illuminated subject to approval by the CITY. 13. BUILDING AND CONSTRUCTION PERMITS A. Permit Issuance. The CITY shall issue building permits to the OWNER to construct dwelling units and other structures and improvements within fourteen (14) days of receipt of application therefore or within fourteen (14) days of the City's receipt of the last of the documents required to support such application. If the application is denied, the City shall provide the Owner with a written statement specifying the reasons for denial of the application including specifications of the requirements of law which the application or supporting documents fail to meet. The City shall issue such building permits upon the Owner's compliance with those requirements, provided a final plat has been recorded (except that the recording of a final plat shall not be required if the OWNER seeks a building permit from the CITY pursuant to the provisions of Paragraphs B below.) If the building permit application is not approved, the CITY shall provide the OWNER with a statement in writing specifying the reasons for denial of the application including specification of the requirements of law that the application and supporting documents fail to meet. The CITY agrees to issue such building permits within the normal CITY timeframes of the OWNER'S compliance with those requirements of law so specified in the previous statements of the CITY. B. Commencement of Earth Work. The CITY agrees to issue permits to the OWNER that authorize the commencement of excavation, site clearing, tree removal, mass grading, erosion and sediment control, filling and stock-piling activities with the PROPERTY, and commencement of construction of, storm water management improvements and on-site streets (all of the foregoing activities being collectively referred to herein as "Earth Work"). These Earth Work permits (each an "Earth Work Permit") will be issued upon meeting all of the requirements of applicable CITY and/or County of Kendall ordinance requirements. An Earth Work Permit will be issued provided (a) such work is undertaken at the OWNER'S risk; (b) the OWNER shall not undertake any Earth Work except with the approval of the City Engineer of a soil erosion and sediment control plan and of plans that contain sufficient information to demonstrate that the Earth Work will be accomplished in accordance with good engineering practices; (c) the OWNER shall take such actions as may be necessary to assure that such Earth Work ultimately complies with the approved final engineering plans; (d) no Earth Work will be undertaken in violation of the provisions of applicable CITY or County ordinances and regulations; (e) soil erosion control and storm water management facilities are in place prior to commencement of such Earth Work in a manner approved by the City Engineer; (f) no Earth Work shall take place in any area designated as floodplain or wetland until the OWNER has received the necessary permits for such activity; and (g) the OWNER first delivers a letter of -9- REVISED May 26,2006 credit or surety bond to the CITY to assure the restoration to the extent possible of the PROPERTY to its condition existing prior to the commencement of any such Earth Work in the event the OWNER abandons the development. The OWNER shall indemnify the CITY and the City Engineer against, and hold the CITY and City Engineer harmless from, any claims, actions or losses the CITY or the City Engineer may suffer, sustain or incur because another governmental agency takes action against the CITY or City Engineer after the OWNER undertakes development activities pursuant to the provisions of this Section. No other site improvements can commence until CITY approval of the final engineering plans and required local, state and federal permits are received. C. Meaning of"at the OWNER'S Risk". The OWNER, in stating that the OWNER proceeds with any work or any construction pursuant to the provisions of Paragraph B above "at the OWNER'S risk," hereby acknowledges that if any completed work or if any completed construction fails to conform to the applicable final engineering plans for such work or construction, to any other applicable final plans, or to any applicable federal, state, county or CITY requirements, the CITY shall have the option of determining whether the OWNER shall then be required to correct such work or construction so that it does conform to such final engineering plans, to such other plans, or to such governmental requirements or whether the OWNER shall then be required to modify its plan of development for the PROPERTY to reflect such non-conformance. Under such circumstances, the OWNER may seek a variance from the final engineering plans, from such other plans,or from such governmental requirements. D. Architectural Controls. Building permits for construction of dwelling units shall be subject to the CITY's Appearance Code (Title 8, Chapter 15 of the City Code) in the form as adopted by Ordinance No. 2005-51, a copy of which is attached hereto as Exhibit E. E. Completion of Improvements prior to Occupancy. The CITY agrees to issue certificates of occupancy within seven (7) working days of request for final inspection and submittal of all required documents or issue a letter of denial within said period of time informing the permit applicant specifically as to what corrections are necessary as a condition to the issuance of a certificate of occupancy and quoting the specific section(s) of the Code and/or this Agreement relied on by the CITY. Street trees, parkway seeding, driveways, and final surface course of streets or other similar items which also cannot be installed or completed because seasonal weather does not permit same need not be completed prior to issuance of an occupancy permit for any such dwelling unit. The OWNER shall comply with the CITY's site inspection policy for certificates of occupancy. At all times during construction the OWNER shall be responsible for removal of construction debris and waste related to the PROPERTY. 14. MODEL HOMES, PRODUCTION UNITS, SALES TRAILERS, CONTRACTOR TRAILERS. A. During the development and build out period of the PROPERTY (subsequent to final plat approval), the OWNER, and such other persons or entities as the OWNER may authorize, may construct, operate and maintain model homes and sales trailers within the PROPERTY staffed with the OWNER'S, or such other person's or entity's, sales and construction staff, and may be utilized for sales and construction offices for the PROPERTY. The number of such model homes and sales trailers and the locations thereof shall be as from time to time -10- REVISED May 26,2006 determined or authorized by the OWNER. B. Off-street parking shall be required for model homes when more than five (5) model homes are constructed on consecutive lots in a model home row. Three (3) off-street spaces will be required for each model home in a model home row, with combined required parking not to exceed thirty (30) off-street spaces. A site plan showing the location of the parking areas and walks will be submitted for review and approval by the CITY. C. No off-street parking shall be required for individual model homes or sales trailers that are not part of a model home row other than the driveway for such model home/sales trailer capable of parking three (3) cars outside of the adjacent road right-of-way. Building permits for model homes, sales trailers and for up to fifteen(15)production dwelling units shall be issued by the CITY upon proper application thereof prior to the installation of Land Improvements (provided a gravel access road is provided for emergency vehicles and upon proof to the CITY the OWNER has demonstrated to the Bristol Kendall Fire Protection District fire hydrants within 300 feet of the dwelling units are operational). A final inspection shall be conducted prior to the use of a model home and water shall be made available within 300' of the model home. There shall be no occupation or use of any model homes or production dwelling units until the binder course of asphalt is on the street, and no occupation or use of any production dwelling units until the water system and sanitary sewer system needed to service such dwelling unit are installed and operational. D. The OWNER may locate temporary sales and construction trailers upon the PROPERTY during the development and build out of the PROPERTY prior to final plat approval, provided any such temporary trailers shall be removed within one (1) week following issuance of the last occupancy permit for the PROPERTY. A building permit will be required by the CITY for any temporary trailer that will be utilized as office space. Prior to construction of the temporary sales trailers the OWNER shall submit an exhibit of the sales trailer sites with landscaping and elevations for the CITY'S approval. All contractor's trailers and supply trailers shall be kept in good working order and the area will be kept clean and free of debris. No contractor's trailers or supply trailers shall be located in the public right-of-way. E. The OWNER hereby agrees to indemnify, defend and hold harmless the CITY and the Corporate Authorities (collectively "Indemnities") from all claims, liabilities, costs and expenses incurred by or brought against all or any of the Indemnities as a direct and proximate result of the construction of any model homes or production dwelling units prior to the installation of the public street and water improvements required to service such dwelling unit. 15. ONSITE EASEMENTS AND IMPROVEMENTS. A. In the event that during the development of the PROPERTY, the OWNER determines that any existing utility easements and/or underground lines require relocation to facilitate the completion of the OWNER's obligation for the PROPERTY in accordance with this Agreement and the Preliminary Plans, and subsequently approved final engineering plans and specifications, the CITY shall fully cooperate with the OWNER in causing the vacation and relocation of such existing easements and/or utilities, however, all costs incurred in furtherance thereof shall be borne by the OWNER. If any easement granted to the CITY as a part of the -11- REVISED May 26,2006 development of the PROPERTY is subsequently determined to be in error or located in a manner inconsistent with the intended development of the PROPERTY as reflected on the Preliminary Plans and in this Agreement, the CITY shall fully cooperate with the OWNER in vacating and relocating such easement and utility facilities located therein, which costs shall be borne by the OWNER. Notwithstanding the foregoing, and as a condition precedent to any vacation of easement, the OWNER shall pay for the cost of design and relocation of any such easement and the public utilities located therein unless the relocation involves overhead utilities. If any existing overhead utilities are required to be relocated or buried on perimeter roads that are the responsibility of the OWNER, the CITY agrees to be the lead agency in the relocation of those utilities. Upon the OWNER'S request, the CITY will make the request to have overhead utilities relocated and will make the relocation of such utilities a CITY project to be funded by the OWNER. 16. FEES, CHARGES AND CONTRIBUTIONS. During the first five (5) years following the date of this Agreement, the CITY shall impose upon and collect from the OWNERS and/or DEVELOPER, and their respective contractors and suppliers, only those permit, license, tap on and connection fees and charges, and in such amount or at such rate, as are in effect on the date of this Agreement and as is generally applied throughout the CITY, except as otherwise expressly provided for in this agreement on the Fee Schedule attached hereto and made a part hereof as Exhibit "F". At the expiration of this five (5) term, the CITY shall give the OWNERS and DEVELOPER a six (6) month grace period from the date they are notified of any changes to the permit, license, tap on and connection fees and charges in order to comply with the new regulations. 17. SCHOOL AND PARK LAND / CASH CONTRIBUTIONS. A. School Land/ Cash Contributions. The amount of $4,781.00 per dwelling unit shall be paid at the time of building permit application in satisfaction of the requirements for school cash contributions under the School Land / Cash Ordinance in effect as of the Effective Date. B. Park Land/Cash Contributions. The final plat of subdivision shall dedicate to the CITY a 20-foot wide area for a recreational path ("Path") and an approximately 1.88 acre community park ("Park") in the areas noted and indicated on the Preliminary Plans. The OWNER shall construct the Path in accordance with approved final engineering plans and specifications within one (1) year of recording of the final plat of subdivision. As a condition of recording the final plat, the OWNER shall pay to the CITY cash as required by and in accordance with the Park Land/Cash Ordinance in effect as of the Effective Date. In calculating the amount due thereunder the CITY agrees that OWNER shall be entitled to full credit for 100% of the total acreage of the dedicated Park and improved Path and shall pay the City $392,800.00 for the balance of OWNER'S contribution requirements under said Ordinance. The CITY shall commence park improvements within one (1) year of recording of final plat of subdivision provided appropriate access is available to the dedicated park site for construction. -12- REVISED May 26,2006 18. AMENDMENTS TO ORDINANCES. All ordinances, regulations, and codes of the CITY, including, without limitation those pertaining to subdivision controls, zoning, storm water management and drainage, comprehensive land use plan, and related restrictions, as they presently exist, except as amended varied, or modified by the terms of this Agreement, and included in EXHIBIT "I", shall apply to the SUBJECT PROPERTY and its development for a period of five (5) years from the date of this Agreement. Any amendments, repeal, or additional regulations, which are subsequently enacted by the CITY, shall not be applied to the development of the SUBJECT PROPERTY except upon the written consent of OWNERS and DEVELOPER during said five (5) period. The CITY shall give the OWNERS and DEVELOPER a six (6) month grace period from the date they are notified of any changes to the ordinances, regulations, and codes of the CITY in order to comply with the new regulations. After said five (5) year period, the SUBJECT PROPERTY and its development will be subject to all ordinances, regulations, and codes of the CITY in existence on or adopted after the date of this agreement, provided, however, that the application of any such ordinance,regulation or code shall not result in a reduction in the number of residential building lots herein approved for the SUBJECT PROPERTY, alter or eliminate any of the ordinance modifications and/or variations provided for herein, nor result in any subdivided lot or structure constructed within the SUBJECT PROPERTY being classified as non-conforming under any ordinance of the CITY. The foregoing to the contrary notwithstanding, in the event the CITY is required to modify, amend or enact any ordinance or regulation and to apply the same to the SUBJECT PROPERTY pursuant to the express and specific mandate of any superior governmental authority, such ordinance or regulation shall apply to the SUBJECT PROPERTY and be complied with by DEVELOPER, provided, however, that any so called "grandfather" provision contained in such superior governmental mandate which would serve to exempt or delay implementation against the SUBJECT PROPERTY shall be given full force and effect. If, during the term of this Agreement, any existing, amended, modified or new ordinances, codes or regulations affecting the zoning, subdivision, development, construction of any improvements, buildings, appurtenances, or any other development of any kind or character upon the SUBJECT PROPERTY, other than those upon which site plan approval may be based, are amended or modified to impose less restrictive requirements on development or construction upon properties situated within the CITY'S boundaries, then the benefit of such less restrictive requirements shall inure to the benefit of the OWNERS and DEVELOPER, and anything to the contrary contained herein notwithstanding, the OWNERS and DEVELOPER may proceed with development or construction upon the SUBJECT PROPERTY pursuant to the less restrictive amendment or modification applicable generally to all properties within the CITY. 19. BUILDING CODE. The CITY has adopted the International Building Code, which is updated approximately every three years. The building codes for the CITY in effect as of the date of building permit application will govern any and all construction activity within the Subject Property. 20. PLATTING. The CITY will approve final plats within ninety (90) days of receipt of application therefore or within ninety (90) days of the City's receipt of the last of the documents required to support such application. All proposed Final Plat units for this development shall contain a minimum of 40 dwelling units. -13- REVISED May 26,2006 20. REMEDIES. A. Without limiting any of the remedies otherwise available at law or in equity to OWNER or CITY as a result of the breach of this Agreement,the Parties agree as follows. B. This Agreement shall be enforceable in any State court of competent jurisdiction by the Parties and their successors and assigns. Enforcement may be sought by an appropriate action in law or in equity to secure performance of the covenants, agreements, conditions and obligations contained herein,including specific performance of this Agreement. This Agreement shall be governed by the laws of the State of Illinois. C. No action taken by any Party pursuant to the provisions of this or any other section of this Agreement shall constitute an election of remedies, and all remedies set forth in this Agreement, as well as any remedies at law or in equity, shall be cumulative and shall not exclude any other remedy. D. Unless otherwise expressly provided herein, in the event of a material breach of this Agreement, the Parties agree that the defaulting Party shall have thirty (30) days after notice of said breach to correct the same prior to the non-breacbing Party's seeking of any remedy provided for herein. If such breach cannot be corrected within thirty (30) days, the non-breaching Party shall not seek to exercise any remedy provided for herein as long as the defaulting Party has initiated the cure of said breach and is diligently prosecuting the cure of said breach. E. In the event the performance of any covenant to be performed hereunder by any Party is delayed for causes which are beyond the reasonable control of the Party responsible for such performance (which causes shall include, but not be limited to, acts of God; inclement weather conditions; strikes; material shortages; lockouts; the revocation, suspension, or inability to secure any necessary governmental permit, license, or and any similar cause), the time for such performance shall be extended by the amount of time of such delay. F. The failure of the Parties 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. 21. PARTIAL INVALIDITY OF AGREEMENT. A. This Agreement is entered into pursuant to the provisions of Chapter 65, Sec. 5111-15.1-1, et seq., Illinois Compiled Statutes. If any provision of this Agreement (except those provisions relating to the requested annexation and rezoning of the PROPERTY and approval of Preliminary Plans identified herein and the ordinances adopted in connection herewith), or its application to any person, entity, or property is held invalid, such provision shall be deemed to be excised herefrom and the invalidity thereof shall not affect the application or validity of any other terms, conditions and provisions of this Agreement and, to that end, any terms, conditions -14- REVISED May 26,2006 and provisions of this Agreement are declared to be severable. In addition the CITY and OWNER shall take all action necessary or required to fulfill the intent of this Agreement as to the use and development of the PROPERTY. B. If, for any reason during the tern of this Agreement, any approval or permission granted hereunder regarding plans or plats of subdivision or zoning is declared invalid, the CITY agrees to take whatever action is necessary to reconfirm such plans and zoning ordinances effectuating the zoning, variations and plat approvals proposed herein. 22. NOTICES Notice shall be provided at the following addresses: CITY: UNITED CITY OF YORKVILLE 800 Game Farm Road Yorkville, IL 60560 Attn: Mayor Attn: City Administrator copy to: City Attorney: John J. Wyeth, Esq. 800 Game Farm Road Yorkville,IL 60560 OWNER: Aspen Ridge Estates LLC 19250 Everett Lane Suite 101 Mokena, Illinois 60448 Attn: Paul Dresden copy to: David T. Meek, Esq. Quarles &Brady LLP 500 West Madison Street Suite 3700 Chicago,Illinois 60661 22. GENERAL PROVISIONS. A. Entire Agreement. This Agreement contains all the terms and conditions agreed upon by the parties hereto and no other prior agreement regarding the subject matter hereof shall be deemed to exist to bind the parties. The parties acknowledge and agree that the terms and conditions of this Agreement, including the payment of any fees, have been reached through a process of good faith negotiation, both by principals and through counsel, and represent terms and conditions that are deemed by the parties to be fair, reasonable, acceptable and contractually binding upon each of them. B. Amendment. This Agreement, and any Exhibits or attachments hereto, may be -15- REVISED May 26,2006 amended from time to time in writing with the consent of the parties, pursuant to applicable provisions of the City Code and Illinois Compiled Statutes in force from time to time. The CITY and the then-owner of record of any portion of the PROPERTY, even if not the OWNER named herein, may agree (only in writing) to amend or modify this Agreement as to such portion(s) of the PROPERTY without the consent of the owner(s) of other portion(s) of the PROPERTY, so long as such amendment or modification does not alter the rights, obligations or remedies provided in this Agreement for any owner or any other portion of the PROPERTY which is owned by such owner of record. C. No Third Party Beneficiaries.No provision of this Agreement is intended to benefit, nor shall any provision of this Agreement benefit, any party, individual or entity other than a party to this Agreement or its respective successor or assign. D. Effective Date. The date on which this Agreement becomes effective (the "Effective Date") shall be the date on which it has been approved and executed by all parties hereto. E. Term of Agreement. This Agreement shall be effective from its Effective Date for twenty (20) years (the "Term"); provided, however, that if any action is filed or any claim is made challenging the legality, validity or enforceability of this Agreement, the period during which such action or claim is pending or unresolved shall not be included as part of the Term of this Agreement. In the event construction is commenced within said twenty-year period all of the terms of this Agreement shall remain enforceable despite said time limitation, unless modified by written agreement of the CITY and the OWNER. F. Representations as to Further Action. The CITY and the OWNER hereby agree to take all necessary actions as may be required to carry out the terms of this Agreement and to do so in a timely fashion. The OWNER shall operate as required to effectuate these actions, and the CITY shall use its best efforts to take such actions in a timely manner. Failure of either party to take such actions shall be considered an event of default under this Agreement. The CITY agrees to authorize the Mayor and City Clerk to execute this Agreement or to correct any technical defects which may arise after the execution of this Agreement. G. Captions and Paragraph Headings. The captions and paragraph headings used herein are for convenience only and shall not be used in construing any term or provision of this Agreement. H. Recording. This Agreement shall be recorded in the Office of the Recorder of Deeds, Kendall County,Illinois, at OWNER'S expense. I. Recitals and Exhibits. The recitals set forth at the beginning of this Agreement, and the exhibits attached hereto, are incorporated herein by this reference and shall constitute substantive provisions of this Agreement. J. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same document. -16- REVISED May 26,2006 K. Time is of the Essence. Time is of the essence of this Agreement and all documents, agreements, and contracts pursuant hereto as well as all covenants contained in this Agreement shall be performed in a timely manner by all parties hereto.. L. Exculpation. It is agreed that the CITY is not liable or responsible for any restrictions on the CITY'S obligations under this Agreement that may be required or imposed by any other governmental bodies or agencies having jurisdiction over the PROPERTY, the CITY, the OWNER,including,but not limited to, county, state or federal regulatory bodies. 23. SUCCESSORS AND ASSIGNS. A. This Agreement shall inure to the benefit of and be binding upon the OWNER and its successor(s) in title and interest, and upon the CITY, and any successor municipalities of the CITY. It is specifically agreed that the OWNER shall have the right to sell, transfer, lease, and assign all or any part of the Property to other persons, firms, partnerships, corporations, or other entities for building or development purposes (as well as for occupancy) and that such persons, firms, partnerships, corporations, or other entities shall be entitled to the same rights and have the same obligations as the OWNER has under this Agreement. B. It is understood and agreed that this Agreement constitutes a covenant running with the land and as such, shall be assignable to and binding upon each and every subsequent grantee and successor in interest of the OWNER and the CITY. C. Nothing contained in this Agreement shall be construed to restrict or limit the right of the OWNER to sell or convey all or any portion of the PROPERTY, whether improved or unimproved. D. The foregoing to the contrary notwithstanding, the obligations and duties of the OWNER hereunder shall not be deemed transferred to or assumed by, any purchaser of a empty lot or a lot improved with a dwelling unit who acquires the same for purchaser's residential occupation, unless otherwise expressly agreed in writing by such purchaser. E. In the event of a sale, transfer or assignment, the CITY shall have no duty to return any portion of any security posted in connection with the portion of the PROPERTY so transferred until substitute security acceptable to CITY is received. 24. USE OF PROPERTY FOR FARMING/ZONING. Any portion of the PROPERTY, which is not conveyed or under development as provided herein, may be used for farming purposes, regardless of the underlying residential zoning district classification. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [EXECUTED ON FOLLOWING PAGE] 17 REVISED May 26,2006 -18- REVISED May 26,2006 IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first above written. CITY: OWNER: THE UNITED CITY OF YORKVILLE ASPEN RIDGE ESTATES LLC By: By: Mayor Its: Attest: City Clerk Date of Execution: 12006 Date of Execution: 12006 -19- REVISED May 26, 2006 EXHIBITS A. Legal Description B. Preliminary Plat of Subdivision C. Preliminary Engineering Plans D. Preliminary Landscape Plans E. Appearance Code F. Fee Schedule I. Modifications to Subdivision Control Ordinance AAA. Overall Infrastructure Funding Summary BBB. Front Funding Distribution Summary CCC. SSA Summary of Terms -20- EXHIBIT A PART OF THE EAST HALF OF SECTION 1, TOWNSHIP 36 NORTH, RANGE 6 EAST OF THE THIRD PRINCIPAL MERIDIAN AND PART OF THE WEST HALF A OF SECTION 6, TOWNSHIP 36 NORTH, RANGE 7 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF "PAVILLION HEIGHTS., UNIT FOUR, KENDALL COUNTY, ILLINOIS", BEING A SUBDIVISION OF PART OF THE SOUTHWEST QUARTER OF SECTION 6 AND PART OF THE NORTHWEST QUARTER OF SECTION 7, TOWNSHIP 36 NORTH, RANGE 7, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED MAY 14TH, 1987, AS INSTRUMENT NO. 872853;THENCE SOUTH 80 DEGREES 29 MINUTES 42 SECONDS WEST (BEARINGS BASED ON GEODETIC NORTH - GPS OBSERVATIONS) ALONG THE NORTH LATE EXTENDED OF SAID "PAVILLION HEIGHTS UNIT FOUR" ALSO BEING THE NORTH LINE OF A PARCEL DESCRIBED BY DOCUMENT 494-01410, A DISTANCE OF 576.28 FEET; THENCE SOUTH 80 DEGREES 32 MINUTES 33 SECONDS WEST ALONG THE NORTH LINE OF A PARCEL DESCRIBED BY DOCUMENT 498-08584, A DISTANCE OF 1345.72 FEET TO A STONE MONUMENT; THENCE NORTH 08 DEGREES 08 MINUTES 10 SECONDS WEST ALONG THE WEST LINE OF THE PROPERTY DESCRIBED BY DOCUMENT #20020004259, A DISTANCE OF 1822.96 FEET TO A POINT ALONG THE SOUTH RIGHT OF WAY LINE OF FOX ROAD; THENCE NORTHEASTERLY ALONG SAID SOUTH LINE OF FOX ROAD, A DISTANCE OF 463.93 ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 36720 FEET, THE CHORD OF SAID CURVE BEARS NORTH 64 DEGREES 36 MINUTES 24 SECONDS, 46194 FEET; THENCE NORTH 64 DEGREES 16 MINUTES 01 SECONDS EAST ALONG SAID SOUTH LINE OF FOX ROAD,A DISTANCE OF 796.97 FEET; THENCE NORTHEASTERLY ALONG SAID SOUTH LINE OF FOX ROAD, A DISTANCE OF 305.79 FEET ALONG A CURVE TO THE LEFT WITH A RADIUS OF 36045 FEET, THE CHORD OF SAID CURVE BEARS NORTH 63 DEGREES 59 MINUTES 31 SECONDS EAST, 305.79 FEET; THENCE NORTH 63 DEGREES 45 MINUTES 58 SECONDS EAST ALONG SAID SOUTH LINE OF FOX ROAD, A DISTANCE OF 709.33 FEET; THENCE SOUTH 63 DEGREES 28 _ MINUTES 11 SECONDS EAST ALONG SAID SOUTH LINE OF FOX ROAD PER QUIT CLAIM DEED RECORDED AUGUST 22, 2002 AS DOCUMENT 20020019272, A DISTANCE OF 69.83 FEET, TO A POINT ALONG THE WEST RIG_ HT OF WAY LINE OF PAVILLION ROAD; THENCE NORTH 05 DEGREES 01 MINUTES 01 SECONDS WEST ALONG SAID WEST RIGHT OF WAY LINE OF PAVILLION ROAD PER QUIT CLAIM DEED RECORDED AUGUST 22, 2002 AS DOCUMENT 20020019272, A DISTANCE OF 59.64 FEET; THENCE NORTH 63 DEGREES 45 MINUTES 58 SECONDS EAST ALONG SAID SOUTH RIGHT OF WAY LINE OF FOX ROAD, A DISTANCE OF 26.82 FEET TO A POINT ALONG THE CENTERLIINTE OF PAVILLION ROAD; THENCE SOUTH 05 DEGREES . 01 MINUTES 01 SECONDS EAST ALONG SAID CENTERLINE OF PAVILLION ROAD, A DISTANCE OF 202.91 FEET; THENCE SOUTH 22 DEGREES 16 MINUTES 52 SECONDS EAST ALONG SAID CENTERLINE OF PAVILLION ROAD, A DISTANCE OF 2346.22 FEET; THENCE SOUTH 80 DEGREES 29 MINUTES 42 SECONDS WEST ALONG THE NORTH LINE OF SAID "PAVILLION HEIGHTS UNIT FOUR", A DISTANCE OF 895.26 FEET TO THE POINT OF BEGINNING, IN FOX AND KENDALL TOWNSHIPS, KENDALL COUNTY, ILLINOIS CONTAINING 125.83 ACRES MORE OR LESS. Name of Fee AmoujnA Tim f Pa ment 1 School District Transition Fee $3,000 per unit Paid to School District Office prior to application for building permit At time of building permit,paid at City Hall with separate check made out to Yorkville Bristol Sanitary District Connection Fee $1,400 per unit YBSD 3 Yorkville Bristol Sanitary District Annexation Fee $3,523 per acre Paid for entire development,at time of annexation to sanitary district 4 Yorkville Bristol Sanitary District Infrastructure Fee $3,523 per acre PAID BY SPECIAL TAX PROCEEDS $650+$.0.20 per 5 Building Permit Fee square foot Building Permit 6 Water Connection Fee $3,700 per unit PAID BY SPECIAL TAX PROCEEDS 7 Water Meter Cost(not applicable to fee lock) $390 per unit Building Permit 8 City Sewer Connection Fee $2,000 per unit PAID BY SPECIAL TAX PROCEEDS 9 Water and Sewer Inspection Fee $25 per unit Building Permit 10 Public Walks and Driveway Inspection Fee $35 per unit Building Permit 11a Public Works(Development Impact Fee) $700 per unit Building Permit 11b Police(Development Impact Fee) $300 per unit Building Permit Municipal Building Impact Fee is set up as$5,509 per unit if paid at time of see"time of permit,or$3,288 per unit If paid at time of final plat for all units in the entirety Ito Municipal Building(Development Impact Fee) payment" of the annexed development. 11d Library(Development Impact Fee) $500 per unit Building Permit 11a Parks and Rao(Development Impact Fee) $50 per unit Building Permit - Ill Engineering(Development Impact Fee) - $100 per unit Building Permit Bristol Kendall Fire District(Development Impact 11g Fee) $1,000 per unit Building Permit Calculated by ordinance,$80,000 Building Permit or Final Plat,depending on annexation/development 12 Parks Land Cash Fee per acre agreement and land/cash donations negotiated Calculated by ordinance,$80,000 Building Permit or Final Plat,depending on annexation/development 13 School Land Cash Fee per acre agreement and landicash donations negotiated 1 Road Contribution Fund $2,000 per unit PAID BY SPECIAL TAX PROCEEDS $1,549 per unit, escalating each calendar year at a Building Permit rate determined by 15 County Road Fee ordinance 16 Weather Warning Siren $75 per acre Final Plat 1.75%of Approved Engineer's Estimate of Cost of Land 17 Administration Review Fee Improvements Final Plat 1.25%of Approved Engineer's Estimate of Cost of Land Improvements 18 Engineering Review Fee Final Plat EXHIBIT `E' Exhibit"A" Title 8,Building Regulations New Chapter 15 APPEARANCE CODE I. OBJECOM 1. The fostering of- 4. Sound and harmonious design of new buildings and sites. - b. Greater interest is the development and redevelopment of business and industrial areas with an emphasis on appearance as it relates to each specific project,its surroundings and the community,by Jam&. encouragement,guidance and direction; c. Better maintenance of properties through encouragement of preservation, upkeep,protection and care: - - - d. -Greater public.intd-est and enthusiasm in overall community beauty,. appearance,cleanlinessand order." 2: Establish standards for new construction and development with respect:to,but not limited to,buildings,streetscapes and landscapes, 3. . Encourage creative bon-monotonous com suniNdesisMsutilizinedesign professionals. Ij AMgCABILI7'Y I. The provisions of this code sbA apply to: a: building poraft>fornew construction applied for afterthe execution of the Ordinanoe,and/or building permits for additions to existing commercial or industrial buildings where the permit is applied for after the execution of the ordinance and wbm #lie cmawa6ve addition(s)are equal to l0%of the floor area or 200 sq.ft., whichever is more and/or C' The standards in this codesW be pm-rated when being applied to additions to all principal buildings or major re-construction:(Le., 2SVe of the fayade is removed andlor different type o£fapada material is used and/or if the size of windows/doors are being moth fled by more than 25%) done to non-residential or attached single family or mulft-fancily build ngs 1 EXHIBIT `E' APPEARANCE CODE d. Additions and/or major fa;ade work shall be assessed on a cumulative basis (i.e.,if a 10 percent modification is conducted at one time and later another 10 percent modification is made, the cumulative impact is 20% and therefore, a 20%compliance ratio is expected.) 2. The provisions of this code shall not apply to: L This code shall not apply to industrial accessory structures. However,all accessory structures should compliment the main structure. b. This code shall not apply to those buildings where siding is being replaced with similar siding materials. o. Provisions of this Code shall not apply to any PUDs already approved prior to the adobtion of this Code unless so stipulated in the PUD 3. The provisions of this code shall be deferred until May 1,2009,for lots located within the Pox Industrial Park III. PROCEDURES 1. The City Building Official,or his/her designee,shall review the plan and/or drawing of the exterior design of every building and site to be constructed in the City for compliance with this code,prior to the issuance of a building permit. Building permits shall only be issued upon authorization of the City Building Official. 2. Any appeals to this Code or the City Building Official's determination of compliance . with this code sball be madein writing and submitted to the City Building Official. The City Building Official shall direct such requests to the Fagade Committee,who shall make a recommendation to the City Council:The City Council's decision shall be final. - - - - 3. 'De Fagade Committee shall consider the following points prior.to providing the City -- Council with a written recommendation a. VAR the objectives outlines in Section I be met if the requested devietions are granted? b. Is there a particular physical condition of the specific property and/or buildings)involved that.would create a particular hardship to the owner,as distinguished from a mere inconvenience,if the strict letter of these regulations were carved out? C, Will granting the requested deviation from these regulations be - - -detrimental to the public welfare or injurious to other property or - - improvements in the neigbborhood in which the property is located? 2 EXHIBIT `E' APPEARANCE CODE d. Will granting the requested deviation impair an adequate supply of light and air to buildings on the subject property or to the adjacent property? e. Will granting the requested deviation increase The danger to the public safety,or substantially diminish or impair property values within the neighborhood? IV. DEFINITIONS 1.- Across the Strut: A lot with a side Yard nronerty lime.when P-Miected across the street, :.intersects the front mmRerty line of the subiect loG , 3. Adiacent To: as lots sharing a side yard urooerty line. - - 4. . Contiguous lot: Shares a common Property line extended across the street with such loL - 5. Front Facade• the net stu face area,excluding�yindoa s doors and garages that faces a- street and includes a main entry to the building.. .6. - MaiorArcMtectural Features' Covered porches_Boxed=out B roiections•Decorative - -- - . Dormers.Met Balconies Metal Roofs. rloa/a credit for each) 6. *" aoiry products• brick, split face brick or srchitectaial blocks 7. Premium Sidi a Material' Masonry Products cultured stone,natural wood siding and - synthetic stucco - - V. _ -CRTCERIA FOR APPEARANCE - - - - 1. General Creatixtity and ingenuity in applying the standards and guidelines listedm.this Code are encouraged..Likewise,ingenuity and creativity,while considering deviations to the standards and guidelines of this Code,are encouraged. 2. Landscape and Site TreatmenE - R. The provisions of the City of YorMlle's Landscape Ordinance shall analy. b. Exterior lighting,when used,shall'enhance the building design and the adjoining landscape. Lighting standards and fixtures shall be.of a design and size compatible with the building and adjacent areas. Lighting shall be restrained in design and excessive brightness and brilliant colors avoided, 3 EXHIBIT `E' APPEARANCE CODE Maximum illumination at the property line shall not exceed 0.1 footcandles and no glare shall spill onto adjacent properties or right-of-ways. C. The provisions of the Ordinance in regards to bulk regulations,standards and off-street parking;relating to trees and shrubs;all other Ordinance's;or portions. of Ordinances,which directly affect appearance,shall be a pact of the criteria of Us sub-section. 3. Residential EL Single-family detached and Duplexes (1) Unless stated otherwise within this ordinance,no residential dwellings$ball be similar in appearance uWess.two or more buildings of dissimilar design separate the buildings. (2) A.newly constructed residential building shall be dissimilar in appearance to another residential building across the street from;or adjacent to the newly constructed building. (3) A residential dwelling on a comer lot is not considered similar to one adjacent to it if the two dwellings facedifferegt streets. ( On cul-de-sacs not more than two dwelli cgs shall besimilar in appearance on any lots having front lot lines contributing to the=of the cul-de-sac. (S) For the purpose of this section;"similar in appearance"shall.mean a residential building;which is identical to another,in combination with any four or more of the following architectural oliatecterisfics • (a) Roof type(gable,hip mansard,gambrel,flat,combination); (b) Height of roofridgeatiovo finished grade of property. tc) Dimansions(heightand length)and shape of the facades facing the fmajotline. (d) Ucationsand saes of windows doors(including garage doors)and omameafal work on the-facade facing a front lot line- . Type of facade,materials(It,brick veneer,lapped horizontal . siding,half timber,board and batten,shakes,etc.)on the facade facing alot line (f) Porch Dimension and elevation treatment (l"}i A building is considered dissimdlar When less than four of the above - characteristics exist amongsubject dwellings. 4 EXHIBIT `E' APPEARANCE CODS b. Single-family attached and Multiple-family The intent of this Ordinance specifically pertaining to single-family attached and mull- . f - .r buildings is to create a"sense of community" This can be achieved through careful site planning as well as thoughtful building design and color selections (1) The building footprint of single-family attached and multi-family buildings can be the same. However,the facade treatments must vary between buildings that are adjacent to one another. Fagade variations may include building materials or colors in any one or more of the following: (a) Sidi (b) Masonry (d) - Paint/Stain. - - (e) Doom - - (2) Sites where requested setbacks and yards are less than the minimum zoning district requirements must provide an interesting relationship between buildings_ - (3) Parking areas shall be treated with decorative elements,building wall extensions, plantings,berms and other innovative means so as to largely.screen parking areas from view from public ways. -. - -(4) The height and scale of each building shall be compatible with its site and adjoining buildings. (5) Newly installed utility services,and service revisions necessitated by exterior alterations, shall be underground. (� The architectural character of the building shall be in keeping with the topographical dictates of the site.. ('n Masonry Pro ducts shall be incorporated on the front facade of at least 75%of the total' buildings in the aporot ed community and shall incorporate a minimum of 50%Premium Siding material on the front facade No less than half(25%of the total)of the minimum 'Premium Sidine'reguitements must incorporate MasonrY Pro ducts. Credittowardthe - emaining"Premium Sidinf requirement can be earned via the use of Maior .Architectural Features. Each Maior Architectural Feature used will earn a credit of 10% - towards the calculation of the minimum Premium Siding Requirement. Example: A building witb 300/a masonry.on the front elevation will require the use of two"major architectural features"(10%+ _ 10%=20%)to comply with the total"50%Premium Siding material on the frontfagade". .. ($) Pedestrian features/amenifies,such as covered walkways,street furniture,-and bicycle rack facilities are encouraged. 5 EXHIBIT `E' APPEARANCE C011B (9) Common open space and outdoor features are encouraged. 4. Non-Residential a. General Provisions (1) Relationship of Buildings to Site (a) The site shall be planned to aceomplish a desirable transition with the streetscape,and to provide for adequate planting, pedestrian movement,and parking area (b) Site planning in.which setbacks and yards are in excess of the minimum zoning districtrequirement is encouraged to provide an interesting relationship between buildings (c) Newly installed utility services,:and service revisions - necessitated by exterior alterations,shall be underground. (d) The architectural character of the building shall be in keeping with the topographical dictates ofthe site, {e) in relating buildingsto the site,the provisions of the Zoning: Chdioanoein regard to bulk regulations,standards,and off street parking shall be part of this criteria. This shall also apply to sub-section 2 which follows; - (2) Relationship of Site to'Adjoining Area - - (a) Adjacent buildings of different amli tectural styles shall be - - made compoole by such means as screens;site breaks and materials, 0), Attractive landscape transition to adjoining properties shall be; provided., (c) Harmony in texture,lines and masses istequired„ (d) The height and scale of each building shall bccompanble with its site and adjoinug buildings. - - 6 EXHIBIT `E' APPEARANCE CODE b. Building Design (1) Commercial,Office and Institutional Uses (a) Guidelines for sites that have existing buildings I, when adding an addition distinct color variation to an existing building is prohibited. 2. when a site abuts a county,state or federal highway,and when an existing building is modified,the property owner shall be required,to the greatest extent possible,to meet the standards, set forth below for the entire building. 3. If an additional building(s)is placed onthe site,the additional - building(s)shall,to the greatest extent possible,compliment the architectural style of the principal building.. - - 4. Any additional building(s)placed on the site shall,to the - greatest extent possible,compliment the materials and/or colors of the principal building on the site, - (b) Guldellnes for unbuilt sites - - (1) Masonry Products or Pre-Cast shall be incorporated on at least 50%of the total building,as broken down as follows: The front fagade shall itself incorporate Masonry Products or Pre-Cast concrete on at least 50%of the faeade. Any other fagade that abuts'a street shall incorporate Masonry Products. The use Masonry Products or Pre-Cast- concrete is encouraged on the remaining facades. (2) Creative layout and design of the buildings within the commercial, office or institutional development is encoumged. Use of windows or the impression of windows on all sides of the building and the , utilization of a campus-style layout are encouraged. Creative layout and design will help to decrease the overall mass of the development,to prevent monotony,and to improve the aesthetic quality of the development. (3) The height and scale of each building shall be comparable with its site and adjoining buildings. (4) Outlots shall reflect the style,materials,and/or design elements of the main building. In cases where the main building does not meet the design guidelines and standards(i.e.,in terms of visual design materials and layout of the building),new outlot development proposals will be reviewed using the guidelines and standards Contained in this . - document - EXHIBIT `E' APPEARANCE CODE (5) Pedestrian scale features/amenities,such as solid-colored awnings, covered walkways,windows,street furniture,bicycle rack facilities and clearly defined entranceways are encouraged (6) Common open space and outdoor seating areas are encouraged within commercial,office and institutional developments. (7) The location of parking lots in a manner that is logical,safe and pedestrian friendly is encouraged In this respect,the location of _ - parking lots in the rear or side ofa building is encouraged. (8) Parking areas shall be treated with decorative elements,building wall extensions,plantings,berms and other innovative means so as to largely screen parking areas from view of public ways. (9) The location of drive-through facilities,including drive-through lanes, bypass lanes,and service windows,adjacent to a public right-of-way are not desirable and are discouraged..- .. (10) Loading bays for commercial and office uses shall not be located in the front of a building or in the area abutting a public right-of-way. (c) Standards - - (1) -All commercial,office and institutional buildings shall consist _ of solid and durable fagade materials and be compatible with the character and scale of the surrounding area (2) Masonry Products shall not be painted. (3) Trash enclosures shall be located in areas that are easily accessible by service vehicles,but minimally exposed to the public street. Screening these enclosures with a material that is compatible with the principal commercial,office or institutional building is required. - -(4) Rooftop mechanicals shall be screened and enclosed in a manner that masks the equipment from view from all sides and is of the same character and design as the structure. Architectural features such as parapet walla and varying rooflines,are encouraged,. Ground level mechanicals shall be screened by landscaping and/or fencing,as appropriate and shall be maintained year round. (5) When loading bays are placed where they can be viewed from a County,State or Federal highway or from aCity street designated on the Comprehensive Plan as an arterial or collector road,landscaping between the building and the street shall be such that within five(5) years of installing the landscaping,it can be reasonably assumed that the bay doors will screened from the road. 8 EXHIBIT `E' APPEARANCE CORE 5. Industrial Uses 9. Guidelines (1)Masonry Products or Pre-Cast concrete shall be incorporated on at least 50%of the total building,as broken down as follows: The front facade(defined as that facade . that faces a street that includes a main entry to the building) shall itself incorporate Masonry Products or Pre-Cast Mee on at least 50%of the facade. Any other facade that abuts a street shall incorporate Masonry Products or Pre-Cast concrete: .. The use of Masonry Products or Pre- Cast concrete is encouraged on the remaining facades. Where pre-cast;concrete panels, or split-face. block is utilized, the use of colors, patterns, or other architectural features within these panels/blocks is encouraged. (2)Building entryways shall be clearly identified. Building components, such as windows,-doors,_eaves and parapets shall be in proportion to one another. (3)The location of parking lots in a manner that is logical,safe, and pedestrian friendly is encouraged In this respect; the location of parking lots in the rear or side of a building is encouraged (4) Loading bays for industrial uses may be placed along the front of the building or the side(s)abutting a public right-of- way when there is an industrial use across from that facade. Otherwise, loading bays for industrial uses shall be discouraged from being placed in the front of the building or in the area abutting a 'public right-of-way. When loading bays are placed where they-can be viewed from a County, State or Federal highway or from. a City sheet designated on the Comprehensive Plan as an arterial or collector road, landscaping between the building and the street shall be such that within five(5)years of installing the landscaping, it can be reasonably assumed that the bay doors will screened from the road 9 EXHIBIT `E' APPEARANCE CODE b. Standards (I) industrial buildings shall consist of solid and durable facade materials and be compatible with the character and scale of the surrounding area. (2) Industrial buildings with facades greater than 100 feet in length shall incorporate recesses, projections, windows or other ornamental/architectural features along at least thirty percent (30%) of the length of the facade abutting a public street in an effort to break up the mass of the structure. (3) Trash enclosures shall be located in areas that are easily accessible by service vehicles but minimally exposed to the, public street. Screening these enclosures with a material that is compatible with the principal industrial building is required. (a) Rooftop mechanicals shall be screened and enclosed in a manner that masks the equipment from view from all sides and is of the same character and design as the - structure. Architectural features such as parapet walls-- - . and varying'reoflines are encourage& Ground level mechanicals shall be screened by landscaping and/or fwoing,as appropriate. 6. Signs The provisions of this section aremeant to supplement the City's Sign Code. All provisions of the Sign Code are in full force, where conflicts between the two regulations may oocur,the more stringent requirement will apply. Wall signs shall be part of the architectural concept. Size, color, lettering;location and arrangement shall be harmonious with the building design,and shall be compatible with signs on adjoining buildings. 10 Name of Fee Amount Time of Payment 1 School District Transition Fee $3,000 per unit Paid to School District Office prior to application for building permit At time of building permit,paid at City Hall with separate check made out to 2 Yorkville Bristol Sanitary District Connection Fee $1,400 per unit YBSD 3 Yorkville Bristol Sanitary District Annexation Fee $3,523 per acre Paid for entire development,at time of annexation to sanitary district Yorkville Bdstol Sanitary District Infrastructure 4 Fee $3,523 per acre PAID BY SPECIAL TAX PROCEEDS $650+$.0.20 per 5 Building Permit Fee square foot Building Permit 6 Water Connection Fee $3,700 per unit PAID BY SPECIAL TAX PROCEEDS 7 Water Meter Cost(not applicable to fee lock) $390 per unit Building Permit 8 City Sewer Connection Fee $2,000 per unit PAID BY SPECIAL TAX PROCEEDS 9 Water and Sewer Inspection Fee $25 per unit Building Permit 1 Di Public Walks and Driveway Inspection Fee $35 per unit Building Permit 11a Public Works(Development Impact Fee) $700 per unit Building Permit 11b Police(Development Impact Fee) $300 per unit Building Permit Municipal Building Impact Fee is set up as$5,509 per unit if paid at time of see"time of permit,or$3,288 per unit if paid at time of final plat for all units in the entirety 11 Municipal Building(Development Impact Fee) payment" of the annexed development. 11ci Library(Development Impact Fee) $500 per unit Building Permit 11e Parks and Rac(Development Impact Fee) $50 per unit Building Permit 11 Engineering(Development Impact Fee) $100 per unit Building Permit Bristol Kendall Fire District(Development Impact 11g Fee) $1,000 per unit Building Permit Calculated by ordinance,$80,000 Building Permit or Final Plat,depending on annexation/development 12 Parks Land Cash Fee per acre agreement and land/cash donations negotiated Calculated by ordinance,$80,000 Building Permit or Final Plat,depending on annexation/development 13 School Land Cash Fee per acre agreement and land/cash donations negotiated 14 Road Contribufion Fund $2,000 per unit PAID BY SPECIAL TAX PROCEEDS $1,549 per unit, escalating each calendar year at a Building Permit rate determined by 15 County Road Fee ordinance 16 Weather Warning Siren $75 per acre Final Plat 1.75%of Approved Engineer's Estimate of Cost of _ Land 17 Administration Review Fee Improvements Final Plat 1.25%of Approved Engineer's Estimate of Cost of Land Improvements Final Plat 16 Engineering Review Fee 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o d 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o O tD O o O t0 0 0 0 0 0 0 0 0 (O M Y C C 0 0 0 M 0 O M O (O 0 0 t0 ICi LLi M M O r OIO. 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E LL H H w w H H w y T 9 r n m N g f m m G m . m I o a E m v E H H H w H H o s C J C C Y m O P N O �y ?Z G E LL E m m N O m m m O a Z U o E Q b 90 - � u C U " O IOD T V ° m m b N o � m m 5 h - LL' LL 3 N LL O t7 r N N b rP Q00 � E ° « m m m m c LL H H w w H H w a 39r m q °bR m o d L a x o m vi o o c d ui n d m ry t c $ o �n m m � m v+ H V Ip Nm m n N P � V 00 d 01 d pp Lr MOM V m b mP Nm ry O Is 9 T OI A N N IL d d u Q � « s 3 E 9 W q ry 2 C p LL d W m b E a x c v o m d io o d LL 9 m ¢m —m ym LL C > N d z m d = N C O � fn W U O 2L EO WN EXHIBIT CCC UNITED CITY OF YORKVILLE,ILLINOIS KENDALL COUNTY,ILLINOIS SPECIAL SERVICE AREAS SERIES 2006—PAYDOWN BONDS (Southwest Interceptor Project including Pavillion Road) Summary of Proposed Terms ISSUER: United City of Yorkville,Illinois(the"City") BOND TYPE: Special Tax Revenue Bonds PUBLIC IMPROVEMENTS: The proceeds of the Bonds will be used by the City to construct certain off-site Public Improvements benefiting the Special Service Areas (the"Areas"). Improvements include roadways(including Pavillion Road) sanitary sewer facilities,water facilities,costs for land and easement acquisitions relating to any of the foregoing improvements and certain soft costs associated with the Public Improvements. THE AREAS: The City will form seven separate special service areas(the "Areas"),each of which will have a separate and distinct tax based on the number of acres and dwelling units. As currently contemplated,the special service areas will be: Acreage* Units* Meadowbrook Homes 161 348 Silver Fox 103 187 Evergreen Farms 49 76 Aspen Ridge Estates 126 218 Chally Farm 154 234 York Wood Estates 178 185 *(subject to change) SECURITY: - A first lien on all Special Taxes imposed upon all property within each Special Service Area. - A Reserve Fund equal to 10%of the initial par amount of the Bonds. USE OF PROCEEDS: The proceeds of the Bonds will be used to 1)purchase and/or construct certain Public Improvements;2) fund a debt service reserve equal to 10%of par, 3)to pay capitalized interest for up to 18 months; and,4)pay costs of issuance. COUPON: TBD FINAL MATURITY: March 1,2016 AMORTIZATION: Amortization will be in years 2013 through 2016. STRUCTURE: Pursuant to a Special Tax Roll,the Special Service Area Tax from each special service area will be due and payable in full upon the EXHIBIT CCC transfer of title on the property. Effectively, this structure will mandate the Special Tax be prepaid once the Developer no longer owns the property(i.e.,prior to the time a homeowner takes possession). At each closing,the payoff amount would be deposited with the bond trustee and the City would issue a lien release. Quarterly,the Trustee would use all prepayments to redeem bonds. See "Special Mandatory Redemption from Property Owner Prepayment." Beginning in 2008,each owner will be required to make special tax payments based on interest only for the special service area debt allocable to their property. Beginning with the June 2013 special tax payment,the special service area debt will begin to amortize for any unsold units. ESTIMATED SPECIAL TAX Average PAYMENTS: Year Amount<tl (per unit) 2008 $1,140 2009 1,140 2010 1,140 2011 1,140 2012 6,117 2013 6,117 2014 6,117 2015 6,117 (t1 -includes principal and interest assumes an average special tax of$20,750/unit assumes title does not transfer assumes no prepayment and an average Debt Service Reserve Credit of$2,075/unit ESTIMATED SOURCES Sources: AND USES OF FUNDS: Bond Proceeds $26,960,000 Original Issue Discount(') (269,600) Interest Earnings(2) 702,665 27,393,065 Uses: Improvements 21,900,000 Debt Service Reserve(') 2,696,000 Capitalized Interest(") 1,977,065 Costs of Issuance() 820,000 27,393,065 O) In order to allow for prepayment at any time without penalty,the bond purchasers will require a I%discount on the bonds at the time of issuance. (A Interest is earned on the unspent bond proceeds held by the bond trustee. (s) The Debt Service Reserve is required by bondholders and will be returned pro rata at the time of each lot payoff. See"Debt Service Reserve." (<) Interest is capitalized through March 1,2008. The first tax bill will be - June 2008. (� Costs of issuance are estimates and subject to change. EXHIBIT CCC DEBT SERVICE RESERVE: A Debt Service Reserve equal to 10% of the par amount of the Bonds will be required by the bondholders. A pro rata amount of the Debt Service Reserve will be used to reduce the payoff(see "Payoff')at the time the lien is released(the"Debt Service Reserve Credit"). The Debt Service Reserve Credit will not be available to any property owner that is delinquent in their special tax payments. PAYOFF: Based on a$25,525,000 bond issue,the payoff figure per parcel would be: Fee per Bond Total Tax DSR Payoff Project DU Costs per DU Credit Amount(') Meadowbrook Homes 16,029 3,918 19,947 1,995 17,952 Silver Fox 16,342 3,995 20,337 2,034 18,303 Evergreen Farm 16,684 4,078 20,763 2,076 18,686 Aspen Ridge Estates 16,445 4,020 20,465 2,046 18,418 Chally Farm 16,735 .4,091 20,826 2,083 18,743 York Wood Estates 17,822 4,356 22,178 2,218 19,960 0)Difference between"Payoff Amount"and"Fee per DU'equals each unit's per share cost of the Costs of Issuance and the Capitalized Interest. ANNEXATION It is contemplated that each developer will agree in its Annexation AGREEMENT: Agreement to the formation of the special service area on its property and the imposition of the special tax. In order to assure an adequate number of units is included and the resultant special tax is acceptable, all annexations would need to occur simultaneously. METHOD OF SALE: Limited Offering DENOMINATION: $100,000 with increments of$1,000 in excess thereof. BOND FORM: Book-entry Only through DTC ANTICIPATED RATING: None TAXATION: Exempt from federal taxes; not subject to AMT; not exempt from State of Illinois income taxes. INTEREST PAYMENT March 1 and September 1,commencing September 1, 2007 DATES: PRINCIPAL PAYMENT March 1, commencing March 1,2013 DATES: OPTIONAL REDEMPTION: The Bonds are subject to mandatory redemption by the City prior to maturity. SPECIAL MANDATORY The Bonds are subject to mandatory redemption on any Interest REDEMPTION FROM Payment Date, in par,from prepayments of Special Taxes made in PROPERTY OWNER accordance with the Ordinance of the City establishing the Area(the PREPAYMENT: "Establishing Ordinance") and deposited into the Special Redemption Account of the Bond Fund,at a redemption price of par, together with accrued interest on such Bonds to the date of EXHIBIT CCC redemption. The Bonds will be called in order of maturity. When the amount on deposit in the Special Redemption Account equals$1,000, such amount shall be used to redeem Bonds on the next Interest Payment Date at the redemption prices set forth above. ACCELERATION: The Indenture does not permit the acceleration of the principal of the Bonds upon the occurrence of an Event of Default under the Indenture. ABATEMENT: Annually on or before the last Tuesday in December,the City shall adopt an abatement ordinance abating the Special Tax to the extent monies are on deposit in the Principal and Interest Account of the Bond Fund and to adjust the levy for prepayment that occurred during the year. BOND COUNSEL: Foley&Lardner UNDERWRITER: William Blair&Company TRUSTEE: Bank of New York BILLING AND The County will bill and collect the special service area tax. COLLECTING: ADMINISTRATOR: The City will hire David Taussig&Associates as the special service area administrator(the"Administrator")to assist the City in the levy,abatement and collection process. STATE OF ILLINOIS ) ) ss COUNTY OF KENDALL ) ORDINANCE NO. 2006- AN ORDINANCE AUTHORIZING THE EXECUTION OF AN ANNEXATION AGREEMENT OF (Aspen Ridge) WHEREAS, it is prudent and in the best interest of the UNITED CITY OF YORKVILLE, Kendall County, Illinois, that a certain Annexation Agreement pertaining to the annexation of real estate described on the Exhibit"A" attached hereto and made a part hereof entered into by the UNITED CITY OF YORKVILLE; and WHEREAS, said Annexation Agreement has been drafted and has been considered by the City Council; and WHEREAS,the legal owners of record of the territory which is the subject of said Agreement are ready, willing and able to enter into said Agreement and to perform the obligations as required hereunder; and WHEREAS, the statutory procedures provided in 65 ILLS 11-15.1.1, as amended, for the execution of said Annexation Agreement has been fully complied with; and Page 1 of 3 WHEREAS,the property is presently contiguous to the City. NOW THEREFORE, BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILE,KENDALL COUNTY, ILLINOIS, AS FOLLOWS; Section 1: The Mayor and the City Clerk are herewith authorized and directed to execute, on behalf of the City, an Annexation Agreement concerning the annexation of the real estate described therein, a copy of which Annexation Agreement is attached hereto and made a part hereof. Section 2: This ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this Day of A.D. 2006. MAYOR Page 2 of 3 Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Page 3 of 3 R,c5� STATE OF ILLINOIS ) ) ss COUNTY OF KENDALL ) ORDINANCE NO. 2006- AN ORDINANCE ANNEXING CERTAIN TERRITORY TO THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS (Aspen Ridge) WHEREAS, a written petition, signed by the legal owner of record of all land within the territory hereinafter described,has been filed with the City Clerk of the United City of Yorkville, Kendall County, Illinois,requesting that said territory be annexed to the United City of Yorkville; and, WHEREAS, there are no electors residing within the said territory, and, WHEREAS,the said territory is not within the corporate limits of any municipality but is contiguous to the United City of Yorkville; and, WHEREAS, legal notices regarding the intention of the United City of Yorkville to annex said territory have been sent to all public bodies required to receive such notices by state statute; and, WHEREAS, copies of such notices required to be recorded, if any, have been recorded in the Office of the Recorder Kendall County, Illinois; and, WHEREAS, the legal owner of record of said territory and the United City of Yorkville have entered into a valid and binding annexation agreement relating to such territory; and, WHEREAS, all petitions, documents, and other necessary legal requirements are in fall compliance with the terms of the annexation agreement and with the statutes of the State of Illinois, specifically Section 7-1-8 of the Illinois Municipal Code; and, WHEREAS, it is in the best interests of the United City of Yorkville that the territory be annexed thereto, NOW, THEREFORE, BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: SECTION 1: The following described territory, That territory described in the Legal Description which is attached hereto and made apart of this Ordiyzance. that territory also being indicated on an accurate map of the annexed territory (which is attached hereto and made a part of this Ordinance), is hereby annexed to the United City of Yorkville,Kendall County, Illinois. SECTION 2: The City Clerk is hereby directed to record with the Kendall County Recorder and to file with the Kendall County Clerk a certified copy of the Ordinance, together with an accurate map of the territory annexed attached to this Ordinance. SECTION 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) ORDINANCE NO. 2006- AN ORDINANCE REZONING CERTAIN PROPERTY IN FURTHERANCE OF AN ANNEXATION AGREEMENT (Aspen Ridge) WHEREAS, Aspen Ridge Estates, LLC is the legal owner of record of property described on Exhibit"A" attached hereto and incorporated herein(the Property), and WHEREAS Aspen Ridge Estates, LLC, developer of the Property has made application by petition for the rezoning of the Property pursuant to an Annexation of the Property, and WHEREAS, owners and developers have previously entered into an agreement for annexation, and zoning of the property, and WHEREAS, the Yorkville Plan Commission has recommended the annexation of the property. NOW, THEREFORE BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS UPON MOTION DULY MADE, SECONDED AND APPROVED BY THE MAJORITY OF THOSE MEMBERS OF THE CITY COUNCIL VOTING, THAT: 1. The City Council approves the recommendation of the Plan Commission and hereby rezones the property as R-2 Residential District as described in attached Exhibit "B" (Legal Description of the Property). 2. The Property shall be developed according to the terms of an Annexation Agreement previously adopted. 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville,IL 60560 Ew its. THIS INSTRUMENT PREPARED BY AND RETURN TO: REVISED June 1,2006 John Wyeth 800 Game Farm Road Yorkville, Illinois 60560 630.553.4350 ANNEXATION AGREEMENT THE CHALLY SUBDIVISION THIS AMENDMENT TO ANNEXATION AGREEMENT, ANNEXATION AGREEMENT AND PLANNED UNITDEVELOPMENTAGREEMENT("Agreement"),is made and entered as of the_day of 2006,by and between JW&WD DEVELOPMENT, L.L.C.,an Illinois limited liability company("Owner")and("Developer's, and the UNITED CITY OF YORKVILLE,a municipal corporation organized and existing under and by virtue of the laws of the State of Illinois("City")by and through its Mayor and Alderman("Corporate Authorities"). OWNER, DEVELOPER and the City are sometimes hereinafter referred to individually as a "Party"and collectively as the"Parties". RECITALS: A. OWNER is the OWNER of record of those certain parcels of real estate legally described on Exhibit"A"attached hereto("Chally Property"). B. The Owner desires to annex the Property to the City upon terms and conditions recited in this agreement. C. The Owner, after full consideration,recognizes the many advantages and benefits resulting from the annexation of the Property to the City. D. The OWNER desires to annex additional property on exhibit A to the City for the purposes of developing one contiguous planned unit development (PUD) known as the Chally Subdivision (approximately 154 acres). E. DEVELOPER desires to proceed with the development thereof for residential use in accordance with the terms and provisions of this Agreement. F. The property is not included within the corporate limits of any municipality. G. DEVELOPER proposes that a portion ofthe Chally Property as legally described and depicted in Exhibit`B"attached hereto ("R-2 Parcel")be rezoned as a PUD under the R-2 One- Family Residence District,and("B-2 Parcel")be rezoned as B-2,Business under the provisions of the City Zoning Ordinance ("Zoning Ordinance"), Residence District with a Special Use for a Planned Unit Development with single-family, and business. H. All public hearings, as required by law, have been duly held by the appropriate hearing bodies of the City upon the matters covered by this Agreement. I. The City and DEVELOPER have given all appropriate notices due to be given pursuant to applicable provisions of the Illinois Compiled Statutes and the City Code. J. The Corporate Authorities,after due and careful consideration,have concluded that the Agreement of the Annexation Agreement in accordance with the terms and provisions of this Agreement,and the rezoning,subdivision and development of the Property as provided for herein, will inure to the benefit and improvement of the City in that it will increase the taxable value of the real property within its corporate limits, promote the sound planning and development of the City and will otherwise enhance and promote the general welfare of the people of the City. K. (i) Each party agrees that it is in the best interests of the OWNER and DEVELOPER and the City to annex and develop the subject real property described in the Attached Exhibit"A"as a Planned Unit Development(PUD)establishing a unique character and to provide for the orderly flow of traffic in the development and to adjoining real property. (ii) Each party agrees that it is in the best interest of the local governmental bodies affected and the DEVELOPER and OWNER to provide for specific performance standards in the development of the subject property. (iii) Each party agrees that a substantial impact will be had on the services of the United City of Yorkville and the Yorkville School District by development of said real property. (iv) The subject real property is located contiguous to the corporate boundaries of the CITY; and not within the corporate boundaries of any other municipality. L. It is the desire of the CITY,DEVELOPER and OWNER that the development and use of the Chally Property proceed as conveniently as may be, in accordance with the terms and provisions of this Agreement,and be subject to the applicable ordinances,codes and regulations of the CITY now in force and effect, except as otherwise provided in this Agreement. 2 M. The CITY's Plan Commission has considered the Petition,and the CITY Council has heretofore both requested and approved the proposed land use and the zoning of the same at the request of OWNER/DEVELOPER. N. The OWNER/DEVELOPER and its representatives have discussed the proposed annexation and have had public meetings with the Plan Commission and the CITY Council, and prior to the execution hereof,notice was duly published and a public hearing was held to consider this Agreement,as required by the statutes of the State of Illinois in such case made and provided. NOW,THEREFORE,in consideration of the foregoing preambles and mutual covenants and agreements contained herein,the Parties hereto agree to enter into this Agreement and to supplement and in addition to the Petition for Zoning and Annexation and drawings submitted therewith, including the approved concept PUD plan to be approved by the CITY Council upon the following terms and conditions and in consideration of the various agreements made between the parties: 1. LEGAL CONFORMANCE WITH LAW. This Agreement is made pursuant to and in accordance with the provisions of the CITY Ordinances and applicable provisions of the Illinois Compiled Statutes and the Illinois Constitution. 2. ZONING. As soon as reasonably practicable following the execution of this Agreement, the Corporate Authorities shall adopt such ordinances as may be necessary and appropriate to rezone the Property under the R-2 One-Family Residence District and B-2 Business District of the CITY Zoning Ordinance("Zoning Ordinance"),One Family Residence Districtwith a Special Use for a Planned Unit Development. The zoning map of the CITY shall thereupon be modified to reflect the classifications of the Chally Property as aforesaid. 3. SUBDIVISION OF CHALLY PROPERTY. a. The Property shall be developed in the manner and in accordance with the development concept set forth in the Concept PUD Plan,and such development shall be in full conformance with the CITY's Zoning Ordinance, Subdivision Regulations, Building Code, and other CITY ordinances, codes, rules and regulations pertaining to the development of the Property as provided in Paragraph 8 of this Agreement,except as otherwise modified or varied pursuant to the terms of this Agreement. The engineering design for the sanitary sewer, water,storm sewer service and the storm water retention/detention,as well as the streets and sidewalks within, upon and serving the Property, shall be substantially as provided in the Concept PUD Plan. b. OWNERS and DEVELOPER agree that the SUBJECT PROPERTY shall be developed in accordance with the ordinances of the CITY, as approved or subsequently amended,unless otherwise provided for herein,and agree to follow all of the policies and procedures of the CITY in connection with such 3 development except as modified in this Agreement and the Concept PUD Plan (Exhibit Q. c. OWNERS and DEVELOPER agree proposed Final Plat units for this development shall contain a minimum of 40 acres for single family areas. d. DEVELOPER agrees to conform its Final Engineering and Final Plats to provide the buffering and screening agreed to between DEVELOPER and the adjoining OWNER of the subject property. e. Right to Farm Disclosure. DEVELOPER agrees to include Kendall County "Right to Farm Statement''language attached hereto as Exhibit"L"on each Final Plat of Subdivision. 4. VARIATIONS FROM LOCAL CODES. The specific variations and deviations from the CITY's ordinances, rules, and codes as set forth in Exhibit "E" attached hereto have been requested,approved and are permitted with respect to the development,construction,and use of the Chally Property("Permitted Variations"). 5. UTILITIES AND PUBLIC IMPROVEMENTS. OWNER and DEVELOPER agree that any extension and/or construction ofthese utilities and public improvements shall be performed in accordance with existing CITY subdivision regulations as varied by this Agreement, and such work and the cost thereof shall be the sole responsibility of DEVELOPER, except as otherwise provided in this Agreement: A. Sanitary Sewer Facilities. DEVELOPER shall cause the Chally Property, or such developable portions thereof as may be appropriate,to be annexed to the Yorkville- Bristol Sanitary District ("Yorkville Bristol" or "YBSD") for the purpose of extending and connecting to the sanitary sewer lines and treatment facilities of Yorkville-Bristol. The installation of sanitary sewer lines to service the Chally Property and the connection of such sanitary sewer lines to the existing sewer lines of Yorkville-Bristol shall be carried out in substantial compliance with the Final Engineering as approved by the CITY for each Phase of Development. The CITY shall fully cooperate with OWNER and DEVELOPER in obtaining such permits as may be required from time to time by both federal and state law,including,without limitation,the Illinois Environmental Protection Act,permitting the construction and connection of the sanitary sewer lines to the Yorkville-Bristol facilities, in order to facilitate the development and use of each Phase of Development of the Chally Property. The sanitary sewer mains constructed by DEVELOPER for each Phase of Development which are eighteen(18) inches or more in diameter("Large Lines") shall be conveyed to Yorkville-Bristol, and the sanitary sewer lines which are smaller than fifteen inches in diameter ("Small Lines") shall be conveyed to the 4 CITY and the CITY shall take ownership of and, at its expense,be responsible for the ongoing care, maintenance, replacement and renewal of said Small Lines following the CITY's acceptance thereof, which acceptance shall not be unreasonably denied or delayed. B. Water Facilities. The CITY represents that the water distribution system of the CITY currently has and the CITY will reserve sufficient capacity to service the Subject Property with potable water for domestic water consumption and fire flow protection,if the Subject Property is developed in accordance with this Agreement. The CITY further agrees, following acceptance by the CITY of the public improvements constructed within the Subject Property, to maintain said water distribution system to and within the Subject Property. The CITY further agrees to cooperate with OWNER and DEVELOPER in obtaining such permits as may be required from time to time by both federal and state law, including, without limitation,the Illinois Environmental Protection Act,to permit the Subject Property to be served with potable water and fire flow protection. In addition,the CITY will accept dedication of,and thereafter maintain,all primary water lines constructed by DEVELOPER in substantial conformity with the Final Engineering for each Phase of Development, pursuant to applicable provisions of the Subdivision Ordinance and other applicable codes and ordinances of the CITY. Location and size of the water lines to be installed by DEVELOPER shall be in substantial conformity with the Preliminary Engineering, subject to review and approval of Final Engineering for each Phase ofDevelopment. DEVELOPER shall connect the Subject Property to the CITY water supply system in accordance with the approved engineering. The CITY shall exercise good faith and due diligence to complete the development shall be as provided by ordinance for all properties in the CITY, except as otherwise provided herein. DEVELOPER agrees to prepay the CITY's water connection fee of$ per unit to the total number of permits for which the CITY will commit to provide water service prior to completion of the construction of the water tower on site. C. Stone Water Facilities. 1. DEVELOPER shall provide for stone water drainage and the retention/detention thereof upon and from the Chally Property,in substantial conformity with the Preliminary Engineering,subjectto review and approval of Final Engineering for each Phase of Development, in the following manner: a. Installation of underground sewers within that part of the Chally Property to be developed and improved with buildings, structures, streets, driveways, and other locations as identified on the 5 Preliminary Engineering,which improvements shall be conveyed to the CITY and thereafter owned and maintained by the CITY. b. Installation of graded, open swales or ditches and storm water retention/detention areas as depicted on the Preliminary Engineering within that part of the Chally Property designated on the Preliminary Engineering for such purpose,subject to review and approval of Final Engineering for each Phase of Development. 2. The CITY, for the full term of this Agreement,-and any extension thereof, shall require no more than that degree and type of storm water retention/detention as is currently called for in the existing ordinances of the CITY. D. Sidewalks and Street Related hnprovements. DEVELOPER shall cause the curb, gutter, street pavement, street lights, recreational path and public sidewalks, to be installed upon the Chally Property in substantial conformity with the Final Engineering as approved for each Phase of Development and the applicable provisions of the Subdivision Regulations of the CITY, as modified or varied pursuant to this Agreement. Notwithstanding anything contained herein or in any CITY ordinance,rule or regulation to the contrary,all public sidewalks and parkway landscaping to be constructed or installed upon the Chally Property pursuant to the approved Final Engineering for each Phase of Development may be installed and completed on a lot by lot or block by block basis, but they remain as a part of the public improvements for each Phase of Development. The CITY shall accept the ownership and maintenance responsibility of the portions of the Trail System/Bike Path,constructed in accordance with the Final Plat and Final Engineering,located in the public right of way. 6. SECURITY INSTRUMENTS. A. Posting Security. DEVELOPER shall deposit, or cause to be deposited, with the CITY such irrevocable letters of credit, contractor's performance bonds or surety bonds ("Security Instruments") to guarantee completion and maintenance of the public improvements to be constructed as a part of the development of each Phase of Development as are required by applicable ordinances ofthe CITY. The amount and duration of each Security Instrument shall be as required by applicable ordinances of the CITY. All such Security Instruments if in the form of an irrevocable letter of credit shall be substantially in the form set forth in Exhibit"F",attached hereto. The CITY Council,pursuant to recommendation by the CITY Engineer,may from time to time approve a reduction or reductions in the Security Instruments by an amount not in excess of eighty-five percent (85%) of the value certified by the CITY Engineer of the completed work, so long as the balance remaining in the Security Instruments is at least equal to one hundred ten percent (110%) of the cost to 6 complete the remaining public improvements for the applicable Phase of Development. The Security Instruments for the public improvements for each Phase of Development shall be deposited with the CITY prior to the recordation of the Final Plat for each Phase of Development. B. Release of Underground. Upon completion and inspection of underground improvements in each Phase of Development;and recommendation of acceptance by the CITY engineer, DEVELOPER shall be entitled to a release or appropriate reduction of any applicable Security Instrument, subject to a maintenance Security Instrument remaining in place for a one year period from the date of acceptance by the CITY, in conformance with the CITY Subdivision Control Ordinance. C. Release of Streets. Upon completion of street and related road improvements in each Phase of Development; and recommendation of acceptance by the City engineer, DEVELOPER shall be entitled to a release or appropriate reduction of any applicable Security Instrument,subject to a maintenance Security Instrument remaining in place for a one year period from the date of acceptance by the CITY,in conformance with the City Subdivision Control Ordinance. D. Transfer and Substitution. Upon the sale or transfer of any portion of the Chally Property, DEVELOPER shall be released from the obligations secured by its Security Instruments for public improvements upon the submittal and acceptance by the CITY of a substitute Security Instrument approved by the CITY, securing the costs of the improvements set forth therein by the proposed DEVELOPER. 7. PROCEDURE FOR ACCEPTANCE OF ANY PUBLIC IMPROVEMENTS. The public improvements constructed as a part of the development of each Phase of Development shall be accepted by the CITY pursuant to the provisions of the Subdivision Ordinance. The CITY shall exercise good faith and due diligence in accepting said public improvements following DEVELOPER's completion thereof for each Phase of Development in compliance with the requirements of said ordinance. 8. AMENDMENTS TO ORDINANCES. All ordinances,regulations,and codes of the CITY, including, without limitation those pertaining to subdivision controls, zoning, storm water management and drainage, building requirements, official plan, and related restrictions, as they presently exist,except as amended,varied,or modified by the terms of this Agreement,shall apply to the Chally Property and its development for a period of five (5) years from the date of this Agreement. Any Agreements,repeal,or additional regulations which are subsequently enacted by the CITY shall not be applied to the development of the Chally Property except upon the written consent ofDEVELOPER during said five(5)year period. After said five(5)year period,the Chally Property and its development will be subject to all ordinances,regulations,and codes ofthe CITY in existence on or adopted after the expiration of said five(5)year period,provided,however,that the application of any such ordinance,regulation or code shall not result in a reduction in the number of 7 residential building lots herein approved for the Chally Property, alter or eliminate any of the ordinance variations provided for herein, nor result in any subdivided lot or structure constructed within the Chally Property being classified as non-conforming under any ordinance of the CITY. The foregoing to the contrary notwithstanding, in the event the CITY is required to modify,amend or enact any ordinance or regulation and to apply the same to the Chally Property pursuant to the express and specific mandate of any superior governmental authority,such ordinance or regulation shall apply to the Chally Property and be complied with by DEVELOPER,provided,however,that any so called "grandfather" provision contained in such superior governmental mandate which would serve to exempt or delay implementation against the Chally Property shall be given full force and effect. 9. BUILDING CODE. The CITY has adopted the International Building Code,which is updated approximately every three years.The building codes for the CITY in effect as ofthe date of building permit application will govern any and all construction activity within the Subject Property. 10. FEES AND CHARGES. During the first five years following the date of this Agreement,the CITY shall impose upon and collect from the OWNER and/or DEVELOPER,and their respective contractors and suppliers,only those permit,license,tap on and connection fees and charges, and in such amount or at such rate, as are in effect on the date of this Agreement and as is generally applied throughout the CITY. 11. CONTRIBUTIONS. OWNER and DEVELOPER shall not be required to donate any land or money to the CITY,or any other governmental body,except as otherwise expressly provided in this Agreement. 12. HOMEOWNERS ASSOCIATION AND DORMANT SSA. In order to provide for the maintenance of the Subdivision signage, common areas and open space, in the event the Homeowner's Association fails to so maintain,OWNER agrees to execute a consent to the creation of a dormant Special Service Area prior to execution of the First Final Plat of Subdivision by the CITY; and the CITY shall have approved ordinances encumbering all residential units of said subdivision,as to common subdivision signage,storm water management or other common areas of the subdivision. 13. OWNER'S/DEVELOPER'S CONTRIBUTIONS. OWNER or DEVELOPER shall be responsible for making the following contributions to compensate the Yorkville Community School District#115 ("School District")and the United City of Yorkville,Recreation Department ("Recreation Department")for the estimated impact which is projected to be experienced by said districts as a result of the development of the Chally Property in the manner provided for under this Agreement: A. School Contribution. OWNER or DEVELOPER shall provide cash-in-lieu of land to the CITY for school purposes("School Contribution"). The total land area required 8 for contribution pursuant to applicable ordinances of the CITY, based upon the Preliminary Plat, is 13.923 acres. The school contribution shall be paid by a cash contribution in accordance with the CITY ordinances made at time of recording the first final plat in accordance with the amount per unit in Exhibit `C'.. The DEVELOPER has agreed to pay a transition fee to the School District in the amount of$3,000.00 per unit. The fee will be paid at the rate of$3,000 per unit on a per- building permit basis as building permits are issued.The method of payment will be in accordance with the CITY'S current procedure. This procedure is for the Builder for a home to pay the fee for that unit to the School District directly and receive a receipt from the School District for the unit paid and then for this receipt to be presented by the Builder to the CITY prior to the issuance of a building permit for that unit, on a lot by lot basis. Said fees are being paid voluntarily and with the consent of OWNER and DEVELOPER based upon this contractual agreement voluntarily entered into between the parties after negotiation of this Agreement. OWNER AND DEVELOPER knowingly waives any claim or objection as to amount of the specific fees negotiated herein voluntarily. B. Park Contribution. OWNER or DEVELOPER shall provide a contribution of land only to the CITY for park purposes ("Park Contribution"). The total land area required for contribution for park purposes pursuant to applicable ordinances of the CITY,based upon the Preliminary Plat, is 8.738 acres. OWNER or DEVELOPER shall cause fee title to no less than 3.74 acres of land located in Parcel 7, as identified on the Concept PUD Plan("Park Site")to be conveyed to the CITY,or to such other entity as the CITY shall direct in writing,in partial satisfaction ofthe Park Contribution. The balance of any park contribution shall be paid by a cash contribution in accordance with the CITY ordinances made at time of conveyance of the park site to the CITY. The Park Site shall be conveyed in such manner and at such time as required by applicable ordinances of the CITY. Prior to conveyance of the Park Site DEVELOPER shall, at its expense, grade, seed and prepare the Park Site in conformity with the Final Engineering. C. The fees listed in Exhibit "C" shall be paid to the CITY for each unit. Unless otherwise provided in this Agreement, said development, transition, impact, and other fees shall be paid per individual residential dwelling unit concurrent with the building permit application for that particular residential dwelling unit. 14. PROJECT SIGNS. Following the date of this Agreement and through the date of the issuance ofthe final occupancy permit for the Chally Property,DEVELOPER shall be entitled to construct, maintain and utilize up to three(3) offsite subdivision identification, marketing and location signs at such locations within or without the corporate limits ofthe CITY as DEVELOPER may designate(individually an"Offsite Sign"and collectively the"Offsite Signs"). DEVELOPER 9 shall be responsible, at its expense, for obtaining all necessary and appropriate legal rights for the construction and use of each of the Offsite Signs. Each of the Offsite Signs may be double faced signs which shall not exceed twenty (20) feet in height with an area for each sign face not exceeding two hundred(200) square feet, subject to the requirements of any permitting authority other than the CITY. Each Offsite Sign may be illuminated. In addition to the Offsite Signs, DEVELOPER shall be permitted to construct, maintain and utilize signage upon the Chally Property as identified in Exhibit"H",attached hereto. 15. MODEL HOMES/PRODUCTION UNITS. During the development and build out period of the Chally Property (subsequent to final plat approval), DEVELOPER, and such other persons or entities as DEVELOPER may authorize, may construct, operate and maintain model homes within the Chally Property staffed with DEVELOPER'S,or such other person's or entity's, sales and construction staff,and may be utilized for sales and construction offices. The number of such model homes and the locations thereof shall be as from time to time determined or authorized by DEVELOPER. No off-street parking shall be required for any model home other than the driveway for such model home capable ofparking two(2)cars outside of the adjacent road right-of- way. Building permits for model homes,and for up to fifteen(15)production dwelling units,shall be issued by the CITY upon proper application therefore prior to the installation of public improvements(provided a gravel access road is provided for emergency vehicles and upon proofto the CITY the OWNER has demonstrated to the Bristol Kendall Fire Protection District fire hydrants within 300 feet of the dwelling units are operational). Prior to issuance of occupancy permits of model homes, water shall be made available within 300' of homes. There shall be no occupation or use of any production dwelling units until the binder course of asphalt on the street, the water system and sanitary sewer system needed to service such dwelling unit are installed and operational.Any fire hydrants that are not in service within 30 days of installation shall be marked or bagged by the OWNER. DEVELOPER may locate temporary sales and construction trailers upon the Chally Property during the development and build out of said property,provided any such sales trailer shall be removed within two (2) weeks following issuance of the final occupancy permit for the Chally Property or upon the occupancy of model homes within the Chally Property, whichever shall first occur. Prior to construction of the sales trailer the DEVELOPER shall submit an exhibit of the model trailer site with landscaping and elevations for the Cities approval. The parking lot must have a hard surface before occupancy is permitted. DEVELOPER hereby agrees to indemnify, defend and hold harmless the CITY and the Corporate Authorities (collectively "Indemnitees")from all claims,liabilities,costs and expenses incurred by or brought against all or any of the Indemnitees as a direct and proximate result of the construction of any model homes or production dwelling units prior to the installation of the public street and water improvements required to service such dwelling unit. DEVELOPER shall be permitted to obtain building permits in the same manner for additional model homes and for initial production dwelling units in each Phase of Development as the Final Plat and Final Engineering for each such Phase of Development is approved by the CITY. The foregoing indemnification provision shall,in such case,apply for the benefit of Indemnitees for each Phase of Development. 10 15. CONTRACTORS TRAILERS. The CITY agrees that from and after the date of execution of this Agreement,contractor's and subcontractor's supply storage trailers may be placed upon such part or parts of the Chally Property as required and approved by DEVELOPER for development purposes. Said trailers may remain upon the Chally Property until the issuance of the last final occupancy permit for the Chally Property. No contractor's trailers or supply trailers shall be located in the public right-of-way. 16. OVERSIZING OF IMPROVEMENTS. In the event oversizing of public improvements is hereafter requested and properly authorized by the CITY for the Chally Property, and agreed to by DEVELOPER, for any of the public improvements constructed to develop the Chally Property for the purpose of serving property other than the Chally Property,the CITY shall enter into a Recapture Agreement, as defined in Paragraph 18.A. hereof, with DEVELOPER providing for the payment ofthe cost of such oversizing by the OWNER of properties benefited by the same. The improvements which qualify as oversized and the identity of the benefited properties shall be identified at the time of approval of Final Engineering for a Phase of Development. 17. LIMITATIONS. In no event, including, without limitation, the exercise of the authority granted in Chapter 65, Section 5/11-12-8 of the Illinois Compiled Statutes (2002) ed., shall the CITY require that any part of the Chally Property be designated for public purposes, except as otherwise provided in this Agreement or identified on the Preliminary Plat. 18. RECAPTURE AGREEMENTS. A. Benefiting the Chally Property. See Section 20.E of this agreement. B. Encumbering the Chally Prot) . Except as otherwise expressly provided in this Agreement, there are currently no recapture agreements or recapture ordinances affecting public utilities which will be utilized to service the Chally Property which the CITY has any knowledge of or under which the CITY is or will be required to collect recapture amounts from OWNER,DEVELOPER,or their successors,upon connection of the Chally Property to any of such public utilities,nor does the CITY have any knowledge of a pending or contemplated request for approval of any such recapture agreement or ordinance which will effect the Chally Property. 19. ESTABLISHMENT OF SPECIAL SERVICE AREA AS PRIMARY FUNDING MECHANISM FOR INSTALLATION OF PUBLIC IMPROVEMENTS. OWNERS', DEVELOPER's and the CITY agree to establish a special service area C'SSAJ as a primary funding mechanism for installation of on-site and off-site public improvements, including, without limitation,potable water, fire flow and/or water storage facilities,roads, storm water facilities (i.e., storm water sewers, collection and conveyance improvements, detention ponds if they benefit off-site properties), sanitary sewer facilities and other public improvements. 11 The CITY, OWNERS and/or DEVELOPER shall cooperate in good faith to identify and agree on the appropriate structure for the financing,which the CITY and DEVELOPER currently believe will consist of one or more SSA's pursuant to 35 ILCS 200/27-5 et seq., but which may be authorized and implemented under other legal frameworks acceptable to the CITY, OWNERS and/or DEVELOPER. However, CITY, OWNERS and/or DEVELOPER hereby expressly agree that the form of Special Tax or other Revenue Bond shall be the form of bond which requires a payment at the time of sale of a developed lot, or the time of issuance of a building permit, otherwise known as the"pay down"bond. The burden of the assessment is limited to and shall be paid by only those future property owners within the SUBJECT PROPERTY, and the other properties joining in the SSA for the areas generally referred to as the"Southwest Infrastructure Developments"described in Section 8 of this agreement. 20. CROSS CONTINGENCIES FOR INFRASTRUCTURE IMPROVEMENTS INCLUDING GREENBRIAR ROAD EXTENTION(SOUTHWEST INFRASTRUCTURE DEVELOPMENTS) A. CROSS CONTINGENCIES. OWNERS,DEVELOPER and CITY agree that this agreement shall be cross contingent with the CITY's approval of Annexations with 6 Developments commonly referred to as the"Southwest Infrastructure Developments." A list of the developments and the funding required on behalf of each of the developments is attached hereto as Exhibit BBB. These developments are related in that they all will derive special benefit from infrastructure improvements to be financed through the issuance of Special Revenue Bond(s) payable from special taxes levied in one or more special service areas to fund the extension of infrastructure to and through the developments. B. SSA FUNDING. Upon all Southwest Infrastructure Developments entered into individual annexation agreements, CITY, OWNERS and DEVELOPERS agree to establish individual Special Service Areas(SSA's)within each of the subdivisions listed on Exhibit BBB. City shall then take action to issue Special Revenue Bonds in and amount sufficient to fund the infrastructure extension by January 15, 2007 otherwise the DEVELOPERS shall have right to intervene. The formation of The SSA's and issuance of Special Revenue Bonds is intended to render the following results: 1. All areas will be within the SSA's, and all real property will become subject to the Special Tax. It is anticipated that each development will enact an individual SSA's, and that all SSA's will issue one mutual Special Tax Bond for payments of the improvements. 2. The special tax shall be available to fund the repayment of up to $_(this will be the 12 pro rata amount owed by this development) million in special tax bonds. 3. The special tax revenue bonds shall be used to construct infrastructure as described on Exhibit"AAA". C. COST CONTAINMENT OVERRUNS. In order to reduce the risk of cost overruns, OWNERS and/or DEVELOPERS agree that the amount of bonds sold should not be determined until bids have be received by the City for construction of the Southwest Infrastructure. Since final engineering must be completed prior to seeking bids,OWNERS and/or DEVELOPER agree to front fund the amount indicated on Exhibit"BBB"and to receive reimbursement for said sum from the sale of the Revenue Bonds. OWNERS and/or DEVELOPERS shall be allowed to comment regarding the determination of the amount of bonds sold, and the amount of contingency for cost overruns. CITY will respond in writing to all OWNER and DEVELOPER comments and justify said overruns. All DEVELOPERS shall be responsible for contribution, based upon the same ratios and rational used in Exhibit"AAA"if the cost to complete the Southwest Infrastructure exceeds the amount of the Bonds. D. PROCEEDS OF BONDS TO BE USED TO EXTEND GREEN BRIAR DRIVE. OWNERS and/or DEVELOPER agrees that traffic ultimately originating from this development,as well as all"Southwest Infrastructure Developments"will give rise to the need for the Green Briar Drive extension to Pavillion Road. One of the first uses of the Special Tax Bonds shall be the construction of the Green Briar Drive Extension. In addition, OWNER'S and/or DEVELOPERS agree to route all construction traffic along state Route 71 to Pavillion or High Point Road and then to the development, and not allow construction traffic to travel along Fox Road from Rt 47 to the development. E. RECAPTURE/RECOVERY OF INFRASTRUCTURE IMPROVEMENTS The CITY shall, in accordance with Chapter 65, Section 5/9-5-1 et.seq. of the Illinois Compiled Statutes,2002 Edition, enter into agreements for recapture/recovery("Recapture/Recovery Agreement") with DEVELOPER providing for the recapture/recovery by DEVELOPER of a portion of the cost of certain improvements as identified on Exhibit"AAA", constructed by DEVELOPER which the CITY has determined may be used for the benefit of property (`Benefited Property")not located within the Subject Property which connect to said improvements. The Benefited Property is identified on said Exhibit"DDD" attached hereto. Recapture for the Green Briar Drive improvement may include an increase of the normal and customary road fee for the Benefited Properties and therefore require the CITY to consider increasing this fee for the Benefited Properties via the annexation agreements for the Benefited Properties. Each Recapture Agreement shall be substantially in the form as attached hereto and made a part hereof as Exhibit"EEE". 21. ONSITE EASEMENTS AND IMPROVEMENTS. In the event that during the development of the Chally Property DEVELOPER determines that any existing utility easements 13 and/or lines require relocation to facilitate development of the Chally Property in accordance with the Preliminary Plat,the CITY shall fully cooperate with DEVELOPER in causing the vacation and relocation of such existing easements,and all costs thereof shall be borne by the DEVELOPER. If any easement granted to the CITY as a part of the development of the Chally Property is subsequently determined to be in error or located in a manner inconsistent with the intended development of the Chally Property as reflected on the Preliminary Plat and in this Agreement,the CITY shall fully cooperate with DEVELOPER in vacating and relocating such easement and utility facilities located therein, which costs shall be home by DEVELOPER. Notwithstanding the foregoing,and as a condition precedent to any vacation of easement,DEVELOPER shall pay for the cost of design and relocation of any such easement and the public utilities located therein. a. Within 30 days of a written request from the United City of Yorkville, which includes legal descriptions and exhibits as necessary, the OWNER or DEVELOPER SHALL grant permanent and temporary construction easements as necessary for the construction of extension of City utilities and appurtenances and/or other utilities to serve the subject property and other properties within the City of Yorkville. b. Within 30 days of a written request from the United City of Yorkville,which includes legal descriptions and exhibits as necessary,the OWNER or DEVELOPER SHALL convey by Warranty Deed, fee simple title of future highway or road right of way to the United City of Yorkville as necessary, regardless of whether or not these right of way needs have been previously identified in this agreement. Such request for conveyance of right of way shall have no impact on any previously entitled land development density. 22. OFFSITE EASEMENTS AND CONSTRUCTION. Except as otherwise provided herein for the Offsite Water Easements,at the time each Final Plat for a Phase of Development is recorded,DEVELOPER shall obtain all offsite easements necessary for the development of such portion of the Chally Property in accordance with the Preliminary Plans. In the event an offsite easement is required which was not contemplated in the Preliminary Plans due to a change in circumstances,and in the event DEVELOPER is unable to acquire such necessary offsite easement, the CITY shall exercise its power of eminent domain to acquire the same;provided DEVELOPER shall pay the reasonable costs incurred by the CITY as a result thereof. DEVELOPER shall deposit the amount of such costs reasonably estimated by the CITY into a segregated, interest bearing escrow account prior to the commencement of such eminent domain proceedings by the CITY. Such funds shall be utilized solely to defray such costs and all funds,including interest,remaining in such escrow upon completion of such proceedings shall be refunded to DEVELOPER. 23. DISCONNECTION. OWNER and DEVELOPER agree that DEVELOPER shall develop the Chally Property as a subdivision to be commonly known as Chally Subdivision in accordance with the Concept PUD Plan approved by the CITY in accordance with the terms hereof, 14 and shall not, as either the OWNER or DEVELOPER of said property,petition to disconnect any portion or all of said property from the CITY. 24. CONFLICT IN REGULATIONS. The provisions ofthis Agreement shall supersede the provisions of any ordinance,code,or regulation of the CITY which may be in conflict with the provisions of this Agreement. 25. ANNEXATION FEE. The CITY hereby confirms and agrees that no annexation fee shall become due or payable as a result of the development and build-out of the Chally Property as a result of the prior annexation of said property to the CITY. The CITY hereby waives all current and future annexation fees now or hereafter required under any ordinances of the CITY with respect to the Chally Property, except as otherwise provided in this Agreement. 26. GENERAL PROVISIONS. A. Enforcement. This Agreement shall be enforceable in the Circuit Court of Kendall County by any of the parties or their successors or assigns by an appropriate action at law or in equity to secure the performance of the covenants and agreements contained herein, including the specific performance of this Agreement. This Agreement shall be governed by the laws of the State of Illinois. B. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the OWNER,DEVELOPER and their successors in title and interest,and upon the CITY,and any successor municipalities ofthe CITY. It is understood and agreed that this Agreement shall run with the land and as such, shall be assignable to and binding upon subsequent grantees and successors in interest of the OWNER, DEVELOPER, and the CITY. The foregoing to the contrary notwithstanding,the obligations and duties of OWNER and DEVELOPER hereunder shall not be deemed transferred to or assumed by any purchaser of a lot improved with a dwelling unit who acquires the same for residential occupation,unless otherwise expressly agreed in writing by such purchaser. C. This Agreement contains all the terms and conditions agreed upon by the parties hereto and no other prior agreement,excepting the Annexation Agreement it amends, regarding the subject matter hereof shall be deemed to exist to bind the parties. The parties acknowledge and agree that the terms and conditions of this Agreement, including the payment of any fees,have been reached through a process of good faith negotiation, both by principals and through counsel, and represent terms and conditions that are deemed by the parties to be fair, reasonable, acceptable and contractually binding upon each of them. D. Notices. Notices or other materials which any party is required to,or may wish to, serve upon any other party in connection with this Agreement shall be in writing and 15 shall be deemed effectively given on the date of confirmed telefacsimile transmission, on the date delivered personally or on the second business day following the date sent by certified or registered mail, return receipt requested, postage prepaid, addressed as follows: (i) If to OWNER and/or DEVELOPER: Wyndham Deerpoint Homes 605 Lindsay Circle North Aurora,IL. 60542 Attn: Richard M. Guerard Fax: (630) 966-1006 with a copy to: Guerard,Kalina&Butkus 100 W.Roosevelt Road Wheaton, IL 60187 Attn:Richard M. Guerard Fax: (630) 690-9652 (ii) If to CITY: United CITY of Yorkville Attn: CITY Clerk 800 Game Farm Road Yorkville,I160560 Fax: (630) 553-4350 with a copy to: John Wyeth, Esq. 800 Game Farm Road Yorkville,1160560 Fax: (630) 553-4350 or to such other persons and/or addresses as any party may from time to time designate in a written notice to the other parties. E. Severability. This Agreement is entered into pursuant to the provisions of Chapter 65,See.5/11-15.1-1,et seq.,Illinois Compiled Statutes(1998 ed.). In the event any part or portion of this Agreement, or any provision, clause,word,or designation of this Agreement is held to be invalid by any court of competent jurisdiction,said part, portion,clause,word or designation ofthis Agreement shall be deemed to be excised from this Agreement and the invalidity thereof shall not effect such portion or portions of this Agreement as remain. In addition, the CITY, OWNER, and DEVELOPER shall take all action necessary or required to fulfill the intent of this Agreement as to the use and development of the Chally Property. 16 F. Agreement This Agreement, and any Exhibits or attachments hereto, may be amended from time to time in writing with the consent of the parties, pursuant to applicable provisions of the CITY Code and Illinois Compiled Statutes. This Agreement may be amended by the CITY and the OWNER of record of a portion of the Chally Property as to provisions applying exclusively thereto, without the consent of the OWNER of other portions of the Chally Property not effected by such Agreement. G. Conveyances. Nothing contained in this Agreement shall be construed to restrict or limit the right of the OWNER or DEVELOPER to sell or convey all or any portion of the Chally Property,whether improved or unimproved. H. Necessary Ordinances and Resolutions. The CITY shall pass all ordinances and resolutions necessary to permit the OWNER,DEVELOPER,and their successors or assigns, to develop the Chally Property in accordance with the provisions of this Agreement, provided said ordinances or resolutions are not contrary to law. The CITY agrees to authorize the Mayor and CITY Clerk to execute this Agreement or to correct any technical defects which may arise after the execution of this Agreement. I. Term of Agreement. The term of this Agreement shall be twenty(20)years. In the event construction is commenced within said twenty-year period all of the terms of this Agreement shall remain enforceable despite said time limitation,unless modified by written agreement of the CITY and DEVELOPER/OWNER. J. Captions and Paragraph Headings. The captions and paragraph headings used herein are for convenience only and shall not be used in construing any term or provision of this Agreement. J. Recording. This Agreement shall be recorded in the Office of the Recorder of Deeds,Kendall County, Illinois, at DEVELOPER's expense. K. Recitals and Exhibits. The recitals set forth at the beginning of this Agreement,and the exhibits attached hereto, are incorporated herein by this reference and shall constitute substantive provisions of this Agreement. L. Counterparts. This Agreement may be executed in counterparts,each of which shall be deemed an original, but all of which together shall constitute one and the same document. M. No Moratorium. The CITY shall not limit the number of building or other permits that may be applied for within any opened phase due to any CITY imposed moratorium and shall in no event unreasonably withhold approval of said permits or approval for the Final Plat of any Phase of the subdivision. Nothing contained herein 17 shall affect any limitations imposed as to sanitary sewer or water main extensions by the Illinois Environmental Protection Agency,or Yorkville-Bristol Sanitary District. N. Highway 71. DEVELOPER agrees to comply and pay the cost of compliance with all State requirements with regard to entrances into the development from State Highways7l. O. Time is of the Essence. Time is of the essence ofthis Agreement and all documents, agreements,and contracts pursuant hereto as well as all covenants contained in this Agreement shall be performed in a timely manner by all parties hereto. P. Exculpation. It is agreed that the CITY is not liable or responsible for any restrictions on the CITY's obligations under this Agreement that may be required or imposed by any other governmental bodies or agencies having jurisdiction over the Chally Property, the CITY, the DEVELOPER, or OWNER, including, but not limited to, county, state or federal regulatory bodies. IN WITNESS WHEREOF,the parties hereto have set their hands and seals to this Agreement as of the day and year first above written, DEVELOPER& OWNER: CITY: JW&WD DEVELOOPMENT,L.L.C., UNITED CITY OF YORKVILLE, an an Illinois limited liability company Illinois municipal corporation by Wyndham Deerpoint Homes,Inc., Managing Member By: By: Mayor Title: I3resfdeRt R1 a»j-y tie/ Attest: Dated: CITY Clerk Dated: 18 STATE OF IL 401 ) COUNTY OF� SS n I � A 'w�—a Notary Public, do hereby ertify, that uw ,j rsonally known to me to be an (nom' Wyndham Deerpoint Homes, an Illinois general partnership, whose m is subscribed in the foregoing instrument, appeared before me this day in person and acknowledged hat as such G f signed and delivered the said instrument as such said partnership, as his free and voluntary act, and as the free an(Vvol4ntary act of said partnership, for purposes therein set forth. Given under my hand and notarial seal this day of 2006. �n VW of ry Public 'i�i^�^ICiu'Y SEAL" y commission expires: Julie M. Heinz r4otary Public.State of Illinois fAD'My`comnission Exa)04/061?oas. LIST OF EXHIBITS EXHIBIT"A": Legal Description of Chally Property EXHIBIT"B": Depiction and Legal Descriptions of Zoning Parcels EXHIBIT"C": Development Fee List EXHIBIT"E": Permitted Variations and Design Standards EXHIBIT"F": Form Letter of Credit EXHIBIT"H": Project Signage EXHIBIT"I": Recapture Improvements EXHIBIT"L": Right to Farm Disclosure Statement for Final Plats EXHIBIT"K" Yorkville Community Unit District 115 letter EXHIBIT AAA. Overall Infrastructure Funding Summary EXHIBIT BBB. Front Funding Distribution Summary EXHIBIT CCC. SSA Summary of Terms EXHIBIT DDD. Recapture/Recovery Area Benefited Property EXHIBIT"EEE": Recapture/Recovery Agreement EXHIBIT "A" LEGAL DESCRIPTION OF CHALLY FARM PROPERTY ADDRESS OF CIIALLY PROPERTY Vacant land Northeast of Route 71 and Pavillion Road,Kendall County, I1. P.I.N. NUMBERS A-1 LEGAL DESCRIPTION THAT PART OF I-BE WEST HALF OF SECTION 7 AND PART OF THE NORTH HALF OF SECTION 18,TOWNSHIP 36 NORTH,RANGE 7 EAST OF THE'1 TM. D PRINCIPAL NIERIDIAN,DESCRIBE=D AS FOLLOWS: BEGINITI NG AT THE SOUTHWEST CORNER OF SAID SECTION 7;THENCE NORTH 10.12 CHAINS TO THE CENTER OF A ROAD; THENCE NORTH 70 DEGREES 30 MINUTES 00 SECONDS EAST ALONG THE CENTER OF SAID ROAD 1.14 CHAINS;THENCE NORTH 01 DEGREES 15 NM\TMS DO SECONDS N E:ST 43.23 diAr S; THENCE SOUTH 54 DEGREES 30 MR-W. 00 SECONDS EAST 15.21 CHAINS;THENCE SOUTH 04 DEGREES EAST 9.93 CHAINS; THENCE SOUTH 64 DEGREES 30 MINUTES 00 SECONDS EAST 31.50 CHAINS; THENCE SOUTH 59 DEGREES 30 MINUTES DD SECONDS EAST 2 CEI A.TNS; THENCE SOUTH 3 DEGREES 50 MINUTES 40 SECONDS WEST 9.15 CHAINS; THENCE SOUTH I D DEGREES WEST 8.14 CH A NS;THENCE SOUTH 01 __ _- -- DEGREES 13 MINUTES 00 SECONDS EAST 13.21 CHAINS;THENCE SOUTH 48 DEGREES EAST 2.27 CHAINS; THENCE SOUTH 37 DEGREES 30 N024UTES W SECONDS WEST 6.33 CHAINS;THENCE SOUTH 59 DEGREES 30 MLdUTES 00 SECONDS EAST 10.85 CHADQS; THENCE SOUTH 8.08 CHAINS;THENCE NORTH 59 DEGREES 30 MINUTES 00 SECONDS WEST 7.10 CHAINS;THENCE SOUTH 26 DEGREES 30 TvM.-n F.S 00 SECONDS WEST 14.40 CHAINS TO THE SOUTH LINE OF THE NORTH HALF OF SAID SECTION 18;THENCE SOUTH 89 DEGREES WEST ALONG SAID SOUTH LINE 17.13 CHAINS;THENCE NORTH 35 DEGREES WEST 8.43 CNAJNS; THENCE NORTH 18 DEGREES EAST 18 CHAINS; THENCE NORTH 24 DEGREES 30 MINUTES 00 SECONDS EAST 6.15 CHAINS; THENCE WEST 10.85 CHAINS; THENCE NORTH 04 DEGREES 30 MINUTES 00 SECONDS EAST 5.90 CHAINS;THENCE SOUTH 88 DEGREES WEST 10.48 CHAINS; THENCE NORTH 82 DEGREES.30 MINUTES 00 SECONDS WEST 2.88 CHAINS TO THE WEST LNE OF SAID SECTION 18;THENCE NORTH ALONG SAID WEST LINE 4.81 CHAINS TO THE POINT OF BEGINNING; EXCEPT THAT PART DESCRIBED AS FOLLOWS: CONfiIYM\TCING AT THE SOUTHWEST CORNER OF SAID SECTION 7; THENCE NORTH ALONG THE WEST LINE OF SAID QUARTER SECTION, 667.92 FEET TO THE CENTER LINE OF STATE ROUTE NO.71;,TH NCE NORTH 70 DEGREES 30— MIN-uTBS 06 SECONDS EAST ALONG THE FORMER CENTER LINE OF SAID ROUTE, 75.24 FEET;THENCE NORTH 01 DEGREES 15 MINUTES 00 SECONDS WEST 59.09 FEET TO A NORTH RIGHT OF WAY LINE OF SAL)ROUTE WHICH IS 55 FEET FROM SAID CENTER LINE,MEASURED AT RIGHT ANGLES THERETO,FOR A PONT OF BEGINNING;THNCE NORTH 01 DEGREES 15 MINtT.ES 00 SECONDS WEST 175.24 FEET TO A POINT IN SAID NORTH RIGHT OF WAY LINE;THENCE SOUTHWESTERLY ALONG SAID NORTH,RIGHT OF WAY ON A CURVE TO THE RIGHT HAVING AN ARC LENGTH OF 310.71 FEET (CHORD MARJNG IS SOUTH 67 DBGREES 48 MMTES 07 SECONDS NEST) TO THE POINT OF BEG2ZNI 3G AND ALSO EXCEPT THAT PART DESCRIBED AS FOLLOWS; BEGINNING AT THE NORTHWEST CORNER OF SAID SECT`%ON 18;THENCE SOLYM ON THE SECTION LIIa*E 4.81 CHAINS; THENCE SOUTH.82 DEGREES,30 N04UTES 00 SECONDS EAST 2.88 CHAINS;THENCE NORTH 88 DEGREES EAST 1.7 CHAINS; THENCE NORTH FARALL EL WITH THE WEST LJNE OF SAID SECTIONS 18 AND 7 TO THE CENTER LINE OF STATE HIQMVAY 471; THENCE SOUTHWESTERLY ALONG SAID CENTER LINE TO THE IVBT LINE OF SAID SECTION 7;THENCE SOUTIi ALONG SAS WEST LINE OF SECTION 7 TO THE POINT OF BEGINNING), IN THE TOWNSHIP OF KENDA.LL,KENDALL COUNTS', ILLINOIS. pS— 011- 30 1 —o�� EXHIBIT "B" DEPICTION AND LEGAL DESCRIPTIONS OF ZONING I. 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F. { * B° - fdl,'���rF �w`.t 1. ` . � � r . ¢- r`t ,E�. . � :.� a � ' •_�Y� /" .9° a , R£ f \� i • C R 5 b 5 £(,t :.�..n / it':- rc�`LJ'�,;�} ��r.. t�,re� �t'a;":. x aG t5 s.--I � /�� ^— a� ! •£ " £ \ ��� 9 � ,. `\ aY'"4S•�- r 'f •� ,e� I � � a a £ � �, .a ,R �� 't\*'�r.Tf4a ': ".' t _ fn js�i`.IS�43.a':f� I 5� ,.. ��P'�Sy � f • � .�t''.Y'•. 1 - £�._ \ .G F £ R �F i,�tit \� \ °Sr ,iii\ A � i F F at 1 c p i 9 1 3 4 h t G EXMIT "C" CONCEPT PUD PLAN 0-1 Name of Fee Amount Time of Payment 1 School District Transition Fee $3,000 per unit Paid to School District Office prior to application for building permit At time of building permit,paid at City Hall with separate check made out to 2 Yorkville Bristol Sanitary District Connection Fee $1,400 per unit YBSD 3 Yorkville Bristol Sanitary District Annexation Fee $3,523 per acre Paid for entire development,at time of annexation to sanitary district Yorkville Bristol Sanitary District Infrastructure 4Fee $3,523 per acre PAID BY SPECIAL TAX PROCEEDS $650+$,0.20 per 5 Building Permit Fee square foot Building Permit 6 Water Connection Fee $3,700 per unit PAID BY SPECIAL TAX PROCEEDS 7 Water Meter Cost(not applicable to fee lock) $390 per unit Building Permit 8 City Sewer Connection Fee $2,000 per unit PAID BY SPECIAL TAX PROCEEDS 9 Water and Sewer Inspection Fee $25 per unit Building Permit 10 Public Walks and Driveway Inspection Fee $35 per unit Building Permit 11a Public Works(Development Impact Fee) $700 per unit Building Permit 11b Police(Development Impact Fee) $300 per unit Building Permit Municipal Building Impact Fee is set up as$5,509 per unit d paid at time of see"time of permit,or$3,288 per unit if paid at time of final plat for all units in the entirety 11c Municipal Building(Development Impact Fee) payment' of the annexed development. 11d Library(Development Impact Fee) $500 per unit Building Permit 11e Parks and Rec(Development Impact Fee) $50 per unit Building Permit 11 Engineering(Development Impact Fee) $100 per unit Building Permit Bristol Kendall Fire District(Development Impact 11g Fee) $1,000 per unit Building Permit Calculated by ordinance,$80,000 Building Permit or Final Plat,depending on annexation/development 72 Parks Land Cash Fee per acre agreement and land/cash donations negotiated Calculated by ordinance,$80,000 Building Permit or Final Plat,depending on annexation/development 13 School Land Cash Fee per acre agreement and land/cash donations negotiated 14 Road Contribution Fund $2,000 per unit PAID BY SPECIAL TAX PROCEEDS $1,549 per unit, escalating each calendar year at a Building Permit rate determined by 15 County Road Fee ordinance 16 Weather Warning Siren $75 per acre Final Plat 1.75%of Approved Engineer's Estimate of Cost of Land 17 Administration Review Fee Improvements Final Plat 1.25%of Approved Engineer's Estimate of Cost of Land Improvements 78 Engineering Review Fee Final Plat EXHIBIT"E" PERMITTED VARIATIONS AND DESIGN STANDARDS I. Permitted Variations to Zoning Ordinance: A. Section 12.15.5: Sign Code 1. Increase sign face area and height standards to comply with the standards set forth in Exhibit"H"attached hereto II. Permitted Variations to Subdivision Ordinance: III. Permitted Variations to Building Code: IV. Permitted Variations for Signage: The provisions of the Zoning Ordinance are hereby varied as necessary and appropriate to permit the construction and use of those signs as identified in Paragraph 13 of this Agreement and in Exhibit"H"attached hereto E-1 EXIDBIT"F" FORM LETTER OF CREDIT OR SURETY BOND (See following page) �-1 (Letterhead of a Bank, Savings and Loan or Mortgage House) 20 Mayor and Aldermen City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Re: Subdivision Name Letter of Credit No. For Account of Amount Date Gentlemen: The undersigned by its' duly (name of Racial institution) (name&title) authorized agent„hereby establishes and issues this Irrevocable Letter of Credit in favor of the City of Yorkville in the amount of S , which represents 110% of the cost of the improvements described herein. Such credit is available to be drawn upon by said City upon presentation to this bank of your demand for payment accompanies by a copy of this Letter ofCredit. This Letter of Credit is issued for the purpose of securing and paying for the installation of the following public improvements in the aforesaid subdivision: DIVISION "N',- SANITARY SEWERS (engineer's estimate= 1 DIVISION "B"- WATER MAIN (engineer's estimate= l DIVISION "C"- STORM SEWERS (engineer's estimate= DIVISION "D" - STREETS (engineer's estimate— l DIVISION "E" -DETENTION BASIN (engineer's estirriate— 1 DIVISION "F"-MISC. IMPROVEMENTS (engineer's estimate— 1 Total engineer's estimate= The costs of the fbregoing improvements are detailed in the attached Engineer's Cost Estimate. The development is legally described as follows: See Attached Exhibit "A" Said public improvements shall be constructed by our customer, in (subdivider) accordance with the plans, specifications, completion schedules and cost estimates prepared by (subdivider's engineer) The undersigned agrees that this Irrevocable Letter of Credit shall remain in full fnroe and effect and pertain to any and all amendments or modifications which may be made from time to time to the plans, specifications and cost estimated for said modifications. This Irrevocable Letter of Credit &ban expire on _ 20 . provided, however, the undersigned shall notify the City Clark by certified or registered mail,return receipt requested,at least ninety(90)days prior to said expiration date, that said Latter of Credit is abort to expire. In no event shall this Irrevocable Letter ofCrc&t or the obligations contained herein expire except upon said prior written notice, it being expressly agreed by the undersigned that the above expiration date shalt be extended as required to comply with this notice provision. This Irrevocable Letter of Credit shall remain in effect until 20_,without regard to (expiration date) any default in payment of money owed to the issuer by our customer and without regard to other claims which the Issuer may have against our customer, and in no event shall terminate without notice as specified above. This Letter of Credit may be renewed by the Issuer or our customer prior to the above expiration date by submitting a new Letter of Credit to the same form and substance as this Letter of Credit to the City Clerk in an amount equal to 110% of the estimated cost.to complete and pay for the above described improvements. It is agreed that the following shall be considered a default by our customer and shall entitle the City to make demand on this Letter of Credit: 1. that said Later of Credit will expire within thirty(30) days and has not been renewed; or 2, that the aforesaid improvements have not been completed by the subdivider at least thirty(30) days prior to the aforesaid expiration date; or 3. that the owner and/or subdivider has failed to complete or carry on the work of the installation and construction of the required improvements in accordance with the schedule, or at a faster pace if the installation of the private improvements shall be completed before public improvements to service them are available; or 4. that the City of Yorkville has determined that the owner and/or subdivider has demonstrated that they will be unable to complete the improvement; or S. that the City of Yorkville has determined that the public improvements or other improvements covered by this commitment have been or are likely to be the subject of liens or other claims by contractors, subcontractors or third parties; or 6. that if more fhnds are disbursed at this time on order of the owner and/or subdivider insufficient funds will remain irrevocably committed to guarantee the completion of all improvements, and such certification indicates that the owner and/or subdivider has been notified that the municipality finds that a breach of the owner's and/or subdividces obligations has occurred and has not been cured within a period of thirty(30) days. The issuer's obligation to the City is based solely on this Irrevocable Letter of Credit engagement between this financial institution and the City and is not subject to instructions from our customer. It is recognized that the City has directed our customer to proceed with the construction of public improvements upon the guarantee of this irrevocable commitment. It is further acknowledged that the consideration for this irrevocable commitment is provided by agreements between this financial institution and our customer. This Irrevocable Letter of Credit sets forth in full theterms of this undertakingbehWen thelssuerand the City, and such undertaking shall not in any way be modified,amended,amplified,nor shall it be Limited by reference to any documents. instrument or agreement referred to herein, and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement. Demands on this Letter of Credit shall.be made by presenting the cc issuer e cetifieateof Letter from City Jerk of Clerk of the City of Yorkville demanding payment aompaniedby the City of Yorkville cert*ing the basis for the delsult and demand on this Letter of Credit. The undersigned agrees that this Letter of Credit shall not be reduced or discharged except upon receipt of a certificate of the City Clerk of the City of Yorkville certifying that this Letter of Credit MAY be reduced. The outstanding balance of this Letter of Credit shall be the face amount of this Letter of Credit less any amount which is discharged upon certificate of the City Clerk; Provided however,the outstanding balance ofthis Letter of Credit shall not be reduced to less than 25%of the approved engineer's estimate upon which this Letter of Credit is based until the City Council accepts the aforementioned improvements and a certificate of the City Clerk certifying that the Letter of Credit has been released by the City Council of the City. All acts, requirements and other preconditions for the issuance of this Irrevocable Letter of Credit have been completed. The undersigned further agrees and engages that it will be responsible and liable far attorney fees and court costs which may be incurred by the City in enforcing collection of this Letter of Credit in accordance with its' terms. We hereby engage with you that all demands for payment in conformity with the terms of this Irrevocable Letter of Credit will be duly honored on presentation to us prior to expiration of this Letter of Credit. BY: ATTEST: Natne: Name: Title: Title: STATE OF ILLINOIS) ) SS COUNTY OF+� I,the undersigned, a Notary Public in and for the County and State aforesaid, do hereby certify that personally Imown to me to be the of the (title) and personally known to me to be the (name of institution) (tie) of said institution, and who are personally known to me to be the same persons whose names are subscribed to the foregoing Leiter of Credit as such and (title) (title) respectively, and caused the corporate seal of said to be affixed thereto (name ofinfi* tion) pursuant to authority given by the Board ofDireetors thereof as their free and voluntary acts and as the free and voluntary act and deed of said institution. Given under my hand and official seal this_day of_20_, SEAL Notary Public � 5 EXHIBIT"H" PROJECT SIGNAGE I. Onsite Project Identification Signs: 1. Number: 4 2. Maximum Height: 20 feet 3. Maximum Sign Faces Per Sign: 2 4. Maximum Sign Face Area Per Side: 200 square feet 5. Illumination: Permitted 6. Minimum Setback from Property Line: 5 feet 7. Location:As from time to time determined by DEVELOPER II. Onsite Model Home Signs: 1. Number: 1 sign for each model home 2. Maximum Height: 6 feet 3. Maximum Sign Faces Per Sign: 2 4. Maximum Sign Face Area Per Side: 32 square feet 5. Illumination: Permitted 6. Minimum Setback from Property Line: 5 feet 7. Location: As from time to time determined by DEVELOPER III. Onsite Directional and Information Signs: I. Number:No maximum number 2. Maximum Height: 6 feet 3. Maximum Sign Faces Per Sign: 2 4. Maximum Sign Face Area Per Side: 16 square feet 5. Illumination: Permitted 6. Minimum Setback from Property Line: 5 feet 7. Location:As from time to time determined by DEVELOPER IV. Onsite Sales or Marketing Signs/Flags: 1. Number: 12 2. Maximum Height: 10 feet 3. Maximum Sign Faces per Sign: 2 4. Maximum Sign Face Area Per Side: 32 square feet 5. Illumination:Permitted 6. Location: As from time to time determined by DEVELOPER V. Permanent Entry Monument Signs: H-1 Permanent entry monument signs and treatments shall be permitted in compliance with applicable provisions of the CITY Sign Ordinance and Subdivision Ordinance, or as otherwise approved by the CITY Council or Building and Zoning Officer upon request by DEVELOPER. Permanent entry monument signs and treatments shall not be located in public right-of- way and shall have adequate separation from underground utilities. VI. Other Signs: In addition to those permitted signs as identified in this Exhibit"H" DEVELOPER shall further have the right to from time to time install and utilize such other signage upon the Chally Property as otherwise permitted pursuant to the provisions of applicable ordinances of the CITY. H-2 EXHIBIT "I" RECAPTURE IMPROVEMENTS 1. To be determined. I-1 WACURRENT PROJECTS\CHALLY FARWANNEXATION AGREEMENT\CHALLY ANNEXATION AGREEMENT FINAL DRAFT.DOC 6/2/2006 EXHIBIT 40 Yorkville Community Unit District 115. A-1 I Exhibit"L" KENDALL COUNTY RIGHT-TO-FARM STATEMENT NOTICE: Kendall County has a long,rich tradition in agriculture and respects the role that fanning continues to play in shaping the economic viability of the county. Property that supports this industry is indicated by a zoning indicator-A-I or Ag Special Use. Anyone constructing a residence or facility near this zoning should be aware that normal agricultural practices may result in occasional smells, dust, sights,noise, and unique hours of operations that are not!Mical in other zoning areas. 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 rn o o In o 0 o in 0 0 0 0 0 0 0 o m ao M x c � o o co Iri o 0 W o O d' d ro Oz m m o r V O) N O a A a N N M N v CN'1 CN'1 M M E LL iA FR fPr E9 (A f9 d3 fA f9 f9 E9 fA f9 (fl (fl f9 fA fq a 0 0 0 0 0 0 O 01 0 0 0 0 0) 0 0 0 0 OI a O m 0 0 0 0 m O N O o m 0 M m m O O OI N O O N O m N m m m m m m 0) m 0- 0- 10 1� N � O M 1� r M M O '+ +S 00 o N n m I n ti m 0 M 1� r m N N MOM O O m N M I m m N m N m < M m m ME U I+i ai m v L L6 L6 o a N 2 (A f9 IA �A VY f9 69 f9 M fA f9 (A f9 fA b} fA f9 M 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O d 0 0 0 0 0 0 0 0 0 0 0 0 0 O O 0 0 0 O O 10 N O O O 0 0 0 0 0 0 00 m m M y O fV 1[1 Oi LL'i O M tM O C C O M m t0 M M tD `m - O W N A i0 rc E H F9 to VY (A EA fA f9 fA Ni V3 f9 fA � (9 di to M o jC 0 0 0 0 0 0 0 0 0 0 0 O o O O O O O O O O O 0 0 0 0 O O O °p � 0 0 0 Li') O m O O O O O m m O � O N � O J m N R N < p M M s C _ 0 < < LL Z O W U sA to fA f9 V3 to f9 (R fA to to (A f9 E9 tl} f9 f9 Fq L p U y a d Z z 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o g. 0 � .�a LL C C O O LL'i 0 0 0 N O O O O O O O m O O m IA 0 0 O m 0 0 m to i[j d' O W � � _ � } f9 fR t9 69 fA f9 Vi iH fA N3 fA fA H3 M (R - fA W (A u 0 ' 0 0 m m m OZ U E M N (m0 M M O a _ a- Uj a u> e> en » wv, rn u> e, «n enw » u� ua fa rn en Q c o 0 0 0 0 o rn o 0 0 rn o o m Q o o m o O m M 0 C o m r o o m M m m m _ y m Co. 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Improvements include roadways(including Pavillion Road)sanitary sewer facilities,water facilities,costs for land and easement acquisitions relating to any of the foregoing improvements and certain soft costs associated with the Public Improvements. THE AREAS: The City will form seven separate special service areas(the "Areas"),each of which will have a separate and distinct tax based on the number of acres and dwelling units. As currently contemplated,the special service areas will be: Acreaee* Units* Meadowbrook Homes 161 348 Silver Fox 103 187 Evergreen Farms 49 76 Aspen Ridge Estates 126 218 Chally Farm 154 234 York Wood Estates 178 185 *(subject to change) SECURITY: - A first lien on all Special Taxes imposed upon all property within each Special Service Area. - A Reserve Fund equal to 10%of the initial paramount of the Bonds. USE OF PROCEEDS: The proceeds of the Bonds will be used to 1)purchase and/or construct certain Public Improvements;2)fund a debt service reserve equal to 10%of par;3)to pay capitalized interest for up to 18 months;and,4)pay costs of issuance. COUPON: TBD FINAL MATURITY: March 1,2016 AMORTIZATION: Amortization will be in years 2013 through 2016. STRUCTURE: Pursuant to a Special Tax Roll,the Special Service Area Tax from each special service area will be due and payable in full upon the EXHIBIT CCC transfer of title on the property. Effectively,this structure will mandate the Special Tax be prepaid once the Developer no longer owns the property(i.e.,prior to the time a homeowner takes possession). At each closing,the payoff amount would be deposited with the bond trustee and the City would issue a lien release. Quarterly,the Trustee would use all prepayments to redeem bonds. See "Special Mandatory Redemption from Property Owner Prepayment." Beginning in 2008,each owner will be required to make special tax payments based on interest only for the special service area debt allocable to their property. Beginning with the June 2013 special tax payment,the special service area debt will begin to amortize for any unsold units. ESTIMATED SPECIAL TAX Average PAYMENTS: Year Amounts�1 (per unit) 2008 $1,140 2009 1,140 2010 1,140 2011 1,140 2012 6,117 2013 6,117 2014 6,117 2015 6,117 s') -includes principal and interest -assumes an average special tax of$20,750/unit -assumes title does not transfer -assumes no prepayment and an average Debt Service Reserve Credit of$2,075/unit ESTIMATED SOURCES Sources: AND USES OF FUNDS: Bond Proceeds $26,960,000 Original Issue Discounts') (269,600) Interest Eamingsa) 702,665 27,393,065 Uses: Improvements 21,900,000 Debt Service Reserve(') 2,696,000 Capitalized Interests') 1,977,065 Costs of Issuances'[ 820,000 27,393,065 t't In order to allow for prepayment at any time without penalty,the bond purchasers will require a 1%discount on the bonds at the time of issuance. t� Interest is earned on the unspent bond proceeds held by the bond trustee. n) The Debt Service Reserve is required by bondholders and will be returned pro rata at the time of each lot payoff. See"Debt Service Reserve." (4) Interest is capitalized through March 1,2008. The first tax bill will be June 2008. s't Costs of issuance are estimates and subject to change. EXHIBIT CCC DEBT SERVICE RESERVE: A Debt Service Reserve equal to 10%of the par amount of the Bonds will be required by the bondholders. A pro rata amount of the Debt Service Reserve will be used to reduce the payoff(see "Payoff")at the time the lien is released(the"Debt Service Reserve Credit"). The Debt Service Reserve Credit will not be available to any property owner that is delinquent in their special tax payments. PAYOFF: Based on a$25,525,000 bond issue,the payoff figure per parcel would be: Fee per Bond Total Tax DSR Payoff Project DU .Costs per DU Credit Amountfl Meadowbrock Homes 16,029 3,918 19,947 1,995 17,952 Silver Fox 16,342 3,995 20,337 2,034 18,303 Evergreen Fs m 16,684 4,078 20,763 2,076 18,686 Aspen Ridge Estates 16,445 4,020 20,465 2,046 18,418 Chally Farm 16,735 4,091 20,826 2,083 18,743 York Wood Estates 17,822 4,356 22,178 2,218 19,960 on Difference between"Payoff Amount"and"Fee per DU"equals each unit's per share cost of the Costs of Issuance and the Capitalized Interest. ANNEXATION It is contemplated that each developer will agree in its Annexation AGREEMENT: Agreement to the formation of the special service area on its property and the imposition of the special tax. In order to assure an adequate number of units is included and the resultant special tax is acceptable,all annexations would need to occur simultaneously. METHOD OF SALE: Limited Offering DENOMINATION: $100,000 with increments of$1,000 in excess thereof. BOND FORM: Book-entry Only through DTC ANTICIPATED RATING: None TAXATION: Exempt from federal taxes;not subject to AMT;not exempt from State of Illinois income taxes. INTEREST PAYMENT March 1 and September 1,commencing September 1,2007 DATES: PRINCIPAL PAYMENT March 1,commencing March 1, 2013 DATES: OPTIONAL REDEMPTION: The Bonds are subject to mandatory redemption by the City prior to maturity. SPECIAL MANDATORY The Bonds are subject to mandatory redemption on any Interest REDEMPTION FROM Payment Date,in par,from prepayments of Special Taxes made in PROPERTY OWNER accordance with the Ordinance of the City establishing the Area(the PREPAYMENT: "Establishing Ordinance")and deposited into the Special Redemption Account of the Bond Fund,at a redemption price of par, together with accrued interest on such Bonds to the date of EXHIBIT CCC redemption. The Bonds will be called in order of maturity. When the amount on deposit in the Special Redemption Account equals$1,000,such amount shall be used to redeem Bonds on the next Interest Payment Date at the redemption prices set forth above. ACCELERATION: The Indenture does not permit the acceleration of the principal of the Bonds upon the occurrence of an Event of Default under the Indenture. ABATEMENT: Annually on or before the last Tuesday in December,the City shall adopt an abatement ordinance abating the Special Tax to the extent monies are on deposit in the Principal and Interest Account of the Bond Fund and to adjust the levy for prepayment that occurred during the year. BOND COUNSEL: Foley&Lardner UNDERWRITER: William Blair&Company TRUSTEE: Bank of New York BILLING AND The County will bill and collect the special service area tax. COLLECTING: ADMINISTRATOR: The City will hire David Taussig&Associates as the special service area administrator(the"Administrator")to assist the City in the levy,abatement and collection process. EM � In. � RIRRIq own- ' J .T1rl�L if *muu��W D�p�xnW11N�— ..111\\ in �•, i.� fTi '�;;�•S!?MS;yL L4 CII. �—�I�iBinTim __ 5NA NV rtP� e V��.�c-•,�_�a�lu di If .• IF �Fk nr. An � rJd r Lvo- '� ®P L AAA,off "gal As �j wK, � 6-0 FAMP, Is ��� 1, I ���-� LII•� - i 1111111 .1�111111 �_ ■-i n1 nn mr. ���:n'iiinl�i.0 Ills _ ■:= a..0 i �ruu Of"n ull.ua 11'i lr �J in; ¢•+nu. ��i �1P11uu y=' :in inm: 111111.�'��� �^ml nm nu uumn • .a�lll�lllllllli •,11::1111:::. "• pnPa� - +� 1911mu� � _..'12= +1rIRII/11gijnu::e:: m ' .,0MI� I \%��7• IRiis' 1' "- ?"-.'i ?ilul}i1 Y� L •O` ::..-:' 11::::_1111 I: •�� �/� ,0:11. •ur_e�;_ _�:/ 1_•�.� �.�11.,.IIIIIIIIIIII�\7 �� ""r' ��101..:$.��nnn°•. Gi�� , Art, -,Ir111_� lie __=,,111: ■I � •�1 II�'�_ ►NII I ���•��: .�� ice• ��i 116 r 1s Ila••\�\�l t,�i �' I .���1 I♦\Ly\I�nI I�O l��aA p:\5 l e it fn. �_1 s\i'S\s sr l tl'�E/� � i� Mal bu MA I°\°i•:1/'�11I 1\�i.�l�'54 1- '` AM ' \. �I11!�1\\I���iA°� �■�L� ►— „?. . it !.�. \. -� el��i.' ..�.%.•o���,t``"/ ..,,i► f�nu�'� �� 1��ICnMivv� •.I �♦c °3r •. �'"All IF = � "\� ♦ J IN NY/'I! `.,p����- 1 1 1 EXHIBIT "EEE" RECAPTURE AGREEMENT (See following six pages) 8-1 RECAPTUREIRECOVERY AGREEMENT THIS RECAPTURE AGREEMENT("Agreement"),is made and entered as of the day of ,200 by and between the UNITED CITY OF YORKVILLE, an Illinois municipal corporation("CITY") and ('DEVELOPER"). RECITALS: A. DEVELOPER is the OWNER and DEVELOPER of that certain real estate development located within the corporate limits of the CITY and commonly known as ("Subdivision"). B. DEVELOPER and the CITY have heretofore entered into that certain Annexation Agreement dated 2006 ("Annexation Agreement")pertaining to the annexation and development of the Subdivision within the CITY. C. DEVELOPER desires to recapture an allocable share of the costs of constructing certain of the public improvements for the Subdivision('Recapture Items")which will provide benefit to other properties('Benefited Properties") from the OWNERS of the Benefited Properties ('Benefited OWNERS"). D. DEVELOPER and the CITY are desirous of entering into this Agreement to provide for the fair and allocable recapture by DEVELOPER of the proportionate costs of the Recapture Items from the Benefited OWNERs, subject to the terms and conditions set forth in this Agreement. NOW,THEREFORE, in consideration of the foregoing recitals and the mutual covenants hereinafter set forth, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged by the parties hereto,the parties hereby agree as follows: 1. RECAPTURE ITEMS. The Recapture Items,being elements of the public improvements to be constructed as a part of the development of the Subdivision, are identified in Attachment"A" attached hereto('Recapture Schedule"). The Recapture Schedule identifies each Recapture Item and the estimated cost to construct each Recapture Item ("Estimated Cost"). DEVELOPER shall cause each of the Recapture Items to be constructed in compliance with the provisions of the Annexation Agreement and to be accepted and conveyed to the CITY in accordance with applicable ordinances of the CITY. 2. BENEFITED PROPERTIES. The Benefited Properties are legally described in the Recapture Schedule attached hereto as Attachment'B". Each parcel of real estate contained within the Benefited Properties is referred to herein individually as a 'Benefited Parcel". There are a total of L_) Benefited Parcels as identified in the Recapture Schedule. 3. RECAPTURE COSTS. The Recapture Item(s)which the Corporate Authorities of the CITY have determined will benefit a Benefited Parcel, and the prorata share of the Estimated Cost of each such Recapture Item to be allocated to such Benefited Parcel are set forth in the Recapture Schedule. The aggregate amount of the proportionate share of the Estimated Cost for each of the Recapture Items allocable to a Benefited Parcel is referred to herein as the "Recapture Costs". The Recapture Costs for each of the Benefited Parcels shall be as identified in the Recapture Schedule. Interest shall accrue on the Recapture Costs for the benefit of DEVELOPER at the rate of six percent(6 %)per annum from the date the Recapture Item is completed until the Recapture Cost is paid. All references to Recapture Costs herein shall include accrued interest owed thereon. 4. COLLECTION OF RECAPTURE COSTS. The CITY shall assess against and collect from the Benefited OWNER of a Benefited Parcel,or any portion thereof, his successors and assigns,the Recapture Cost, calculated under Paragraph 3 of this Agreement for such Benefited Parcel. At such time as a Benefited OWNER,or its agent or representative, annexes and/or subdivides a Benefited Parcel, or any portion thereof, or subdivides the Benefited Parcel from a larger parcel of land, or applies to the CITY for issuance of a permit for connection to all or any of the Recapture Items,whichever shall first occur, the CITY shall collect from such Benefited OWNER, or its agent or representative,the applicable Recapture Costs, owed hereunder by such Benefited Parcel. No Benefited Parcel which is a part of a subdivision (whether by plat or division by deed) shall be approved or recognized by the CITY or be issued a connection permit to a Recapture Item by the CITY until such Benefited Parcel has fully paid the applicable Recapture Costs, owed by such Benefited Parcel under this Agreement. 5. PAYMENT OF RECAPTURE COSTS. Any Recapture Costs, collected by the CITY pursuant to this Agreement shall be paid to DEVELOPER, or such other person or entity as DEVELOPER may direct by written notice to the CITY,within thirty(30)days following collection thereof by the CITY. It is understood and agreed that the CITY's obligation to reimburse DEVELOPER shall be limited to funds collected from the Benefited OWNERS as provided herein, and payments made hereunder shall be made solely out of said funds. This Agreement shall not be construed as creating any obligation upon the CITY to make payments from its general corporate funds or revenue. 6. CITY'S OBLIGATION. The CITY and its officers, employees and agents shall make all reasonable efforts to make the aforesaid collections of the Recapture Costs, for each Benefitted Parcel. Neither the CITY or any of its officials shall be liable in any manner for the failure to make such collections, and DEVELOPER agrees to hold the CITY, its officers, employees and agents,harmless from the failure to collect said fees. In any event,however, DEVELOPER and/or the CITY may sue any Benefited OWNER owing any Recapture Costs, hereunder for collection thereof, and in the event DEVELOPER initiates a collection lawsuit,the CITY agrees to cooperate in DEVELOPER's collection attempts hereunder by allowing full and free access to the CITY's books and records pertaining to the subdivision and/or development of the Benefited Parcel and the collection of any Recapture Costs therefore. In the event the CITY and any of its agents, officers or employees is made a party defendant in any litigation rising out of or resulting from this Agreement,DEVELOPER shall defend such litigation, including the interest of the CITY, and shall further release and hold the CITY harmless from any judgment entered against DEVELOPER and/or the CITY and shall further indemnify the CITY from any loss resulting therefrom, except to the extent such loss results from the grossly negligent or willfully wrongful act or conduct of the CITY or any of its agents, officers or employees. 7. CITY'S COLLECTION OF OTHER FEES AND CHARGES. Nothing contained in this Agreement shall limit or in any way affect the rights of the CITY to collect other fees and charges pursuant to CITY ordinances,resolutions,motions and policies. The Recapture Costs provided for herein for each Benefited Parcel is in addition to such other CITY fees and charges. 8. TERM. This Agreement shall remain in full force and effect for a period of twenty(20) years from the date hereof, unless sooner terminated by the mutual agreement of the parties hereto or by the completion of all duties to be performed hereunder. In the event no portion of a Benefited Parcel is a part of a subdivision approved or recognized by the CITY and no connection permit as aforesaid is issued by the CITY for such Benefited Parcel within ten years following the date of this Agreement,this Agreement, and each and every duty and undertaking set forth herein pertaining to such Benefited Parcel, shall become null and void and of no further force and effect as to such Benefited Parcel. 9. LIEN. The recordation of this Agreement against the Benefited Properties shall create and constitute a lien against each Benefited Parcel, and each subdivided lot hereafter contained therein, in the amount of the Recapture Costs,plus interest, applicable hereunder to such Benefited Parcel. 10. MISCELLANEOUS PROVISIONS. A. Agreement: This Agreement may be amended upon the mutual consent of the parties hereto from time to time by written instrument and conformity with all applicable statutory and ordinance requirements and without the consent of any other person or corporation owning all or any portion of the Benefited Properties. B. Binding Effect: Except as otherwise herein provided,this Agreement shall inure to the benefit of and be binding upon the successors and assigns of DEVELOPER and any successor municipal corporation of the CITY. C. Enforcement: Each party to this Agreement,and their respective successors and assigns,may either in law or in equity,by suit, action,mandamus, or other proceeding in force and compel performance of this Agreement. D. Recordation: A true and correct copy of this Agreement shall be recorded, at DEVELOPER's expense,with the Kendall County Recorder's office. This Agreement shall constitute a covenant running with the land and shall be binding upon the Benefited Properties in accordance with the terms and provisions set forth herein. E. Notices: Any notice required or desired to be given under this Agreement,unless expressly provided to the contrary herein, shall be in writing and shall be deemed to have been given on the date of personal delivery, on the date of confirmed telefacsimile transmission provided a hard copy of such notice is deposited in the U.S.mail addressed to the recipient within twenty-four hours following the telefacsimile transmission, or on the date when deposited in the U.S. Mail,registered or certified mail, postage prepaid, return receipt requested, and addressed as follows: If to CITY: United CITY of Yorkville Attn: CITY Clerk 800 Game Farm Road Yorkville,I160560 Fax: (630) 553-4350 with a copy to: John Wyeth,Esq. 800 Game Farm Road Yorkville,I160560 Fax: (630) 553-4350 If to OWNER F. Severability: The invalidity or unenforceability of any of the provisions hereof, or any charge imposed as to any portion of the Benefited Properties, shall not affect the validity or enforceability of the remainder of this Agreement or the charges imposed hereunder. G. Complete Agreement: This Agreement contains all the terms and conditions agreed upon by the parties hereto and no other prior agreement, excepting the Annexation Agreement, regarding the subject matter of this Agreement shall be deemed to exist to bind the parties. This Agreement shall be governed by the laws of the State of Illinois. H. Captions and Paragraph Headings: Captions and paragraph headings incorporated herein are for convenience only and are not part of this Agreement, and further shall not be used to construe the terms hereof. I. Recitals and Exhibits: The recitals set forth at the beginning of this Agreement and the exhibits attached hereto are hereby incorporated into this Agreement and made a part of the substance hereof. J. Enforceability: This Agreement shall be enforceable in the Circuit Court of Kendall County by any of the parties hereto by an appropriate action of law or in equity to secure the performance of the covenants herein contained. W:\CURRENT PROJECTS\CHALLY FARM\ANNEXATION AGREEMENT\CHALLY ANNEXATION AGREEMENT FINAL DRAFT.DOC 6/2/2006 IN WITNESS WHEREOF,the parties hereto have hereunto set their hands and seals as of the date first above written. DEVELOPER: CITY: UNITED CITY OF YORKVILLE, an Illinois municipal corporation By: By: Mayor Title: President Attest: Dated: CITY Clerk A-1 STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) ORDINANCE NO.2006- AN ORDINANCE AUTHORIZING THE EXECUTION OF AN ANNEXATION AGREEMENT OF (Chally Farm) WHEREAS, it is prudent and in the best interest of the UNITED CITY OF YORKVILLE, Kendall County, Illinois,that a certain Annexation Agreement pertaining to the annexation of real estate described on the Exhibit"A" attached hereto and made a part hereof entered into by the UNITED CITY OF YORKVILLE; and WHEREAS, said Annexation Agreement has been drafted and has been considered by the City Council; and WHEREAS,the legal owners of record of the territory which is the subject of said Agreement are ready, willing and able to enter into said Agreement and to perform the obligations as required hereunder; and WHEREAS, the statutory procedures provided in 65 ILCS 11-15.1.1, as amended, for the execution of said Annexation Agreement has been fully complied with; and Page 1 of 3 WHEREAS,the property is presently contiguous to the City. NOW THEREFORE, BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILE,KENDALL COUNTY, ILLINOIS, AS FOLLOWS; Section 1: The Mayor and the City Clerk are herewith authorized and directed to execute, on behalf of the City, an Annexation Agreement concerning the annexation of the real estate described therein, a copy of which Annexation Agreement is attached hereto and made a part hereof. Section 2: This ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this Day of A.D. 2006. MAYOR Page 2of3 Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 Page 3 of 3 STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) ORDINANCE NO.2006- AN ORDINANCE ANNEXING CERTAIN TERRITORY TO THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS (Chally Farm) WHEREAS, a written petition, signed by the legal owner of record of all land within the territory hereinafter described,has been filed with the City Clerk of the United City of Yorkville,Kendall County, Illinois,requesting that said territory be annexed to the United City of Yorkville; and, WHEREAS, there are no electors residing within the said territory, and, WHEREAS, the said territory is not within the corporate limits of any municipality but is contiguous to the United City of Yorkville; and, WHEREAS, legal notices regarding the intention of the United City of Yorkville to annex said territory have been sent to all public bodies required to receive such notices by state statute; and, WHEREAS, copies of such notices required to be recorded, if any,have been recorded in the Office of the Recorder Kendall County, Illinois; and, WHEREAS,the legal owner of record of said territory and the United City of Yorkville have entered into a valid and binding annexation agreement relating to such territory; and, WHEREAS, all petitions, documents, and other necessary legal requirements are in full compliance with the terms of the annexation agreement and with the statutes of the State of Illinois, specifically.Section 7-1-8 of the Illinois Municipal Code; and, WHEREAS, it is in the best interests of the United City of Yorkville that the territory be annexed thereto, NOW, THEREFORE,BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: SECTION 1: The following described territory, That territory described in the Legal Description which is attached hereto and made apart of this Ordinance. that territory also being indicated on an accurate map of the annexed territory (which is attached hereto and made a part of this Ordinance), is hereby annexed to the United City of Yorkville,Kendall County, Illinois. SECTION 2: The City Clerk is hereby directed to record with the Kendall County Recorder and to file with the Kendall County Clerk a certified copy of the Ordinance, together with an accurate map of the territory annexed attached to this Ordinance. SECTION 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville,IL 60560 STATE OF ILLINOIS ) ) ss COUNTY OF KENDALL ORDINANCE NO.2006- AN ORDINANCE REZONING CERTAIN PROPERTY IN FURTHERANCE OF AN ANNEXATION AGREEMENT (Chally Farm) WHEREAS, JS &WD Development, LLC is the legal owner of record of property described on Exhibit"A" attached hereto and incorporated herein (the Property), and WHEREAS Wyndham Deerpoint Homes and JS & WD Development, developers of the Property has made application by petition for the rezoning of the Property pursuant to an Annexation of the Property, and WHEREAS, owners and developers have previously entered into an agreement for annexation, and zoning of the property, and WHEREAS, the Yorkville Plan Commission has recommended the rezoning of the property as R-2 Residential District and B-2—Service Business District. NOW,THEREFORE BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS UPON MOTION DULY MADE, SECONDED AND APPROVED BY THE MAJORITY OF THOSE MEMBERS OF THE CITY COUNCIL VOTING, THAT: 1. The City Council approves the recommendation of the Plan Commission and hereby rezones the property as R-2 Residential District and B-2— Service Business District as described in attached Exhibit `B" (Legal Description of the Property). 2. The Property shall be developed according to the terms of an Annexation Agreement previously adopted. 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville,Kendall County, Illinois,this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 THIS INSTRUMENT PREPARED BY AND RETURN TO: REVISED June 1,2006 John Wyeth 800 Game Farm Road Yorkville, Illinois 60560 630.553.4350 ANNEXATION AGREEMENT THE YORK WOOD ESTATES SUBDIVISION THIS AMENDMENT TO ANNEXATION AGREEMENT, ANNEXATION AGREEMENT AND PLANNED UNIT DEVELOPMENT AGREEMENT("Agreement"),is made and entered as of the day of , 2006, by and between JW& WD DEVELOPMENT, L.L.C.,an Illinois limited liability company C'Owner")and(Developer"), and the UNITED CITY OF YORKVILLE,a municipal corporation organized and existing under and by virtue ofthe laws of the State of Illinois ('City') by and through its Mayor and Alderman("Corporate Authorities"). OWNER, DEVELOPER and the City are sometimes hereinafter referred to individually as a "Party"and collectively as the"Parties". RECITALS: A. OWNER is the OWNER of record of those certain parcels of real estate legally described on Exhibit"A"attached hereto (`York Wood Estates"). B. The Owner desires to annex the Property to the City upon terms and conditions recited in this agreement. C. The Owner, after full consideration, recognizes the many advantages and benefits resulting from the annexation of the Property to the City. D. The OWNER desires to annex additional property on exhibit A to the City for the purposes of developing one contiguous planned unit development(PUD) known as the York Wood Estates Subdivision (approximately 178.3 acres). E. DEVELOPER desires to proceed with the development thereof for residential use in accordance with the terms and provisions of this Agreement. F. The property is not included within the corporate limits of any municipality. G. DEVELOPER proposes that York Wood Estates as legally described and depicted in Exhibit"A"attached hereto be rezoned under the R-2 One-Family Residence District provisions of the City Zoning Ordinance ("Zoning Ordinance"), H. All public hearings, as required by law, have been duly held by the appropriate hearing bodies of the City upon the matters covered by this Agreement. I. The City and DEVELOPER have given all appropriate notices due to be given pursuant to applicable provisions of the Illinois Compiled Statutes and the City Code. J. The Corporate Authorities,after due and careful consideration,have concluded that the Agreement of the Annexation Agreement in accordance with the terms and provisions of this Agreement,and the rezoning, subdivision and development of the Property as provided for herein, will inure to the benefit and improvement of the City in that it will increase the taxable value of the real property within its corporate limits, promote the sound planning and development of the City and will otherwise enhance and promote the general welfare of the people of the City. K. (i) Each party agrees that it is in the best interests of the OWNER and DEVELOPER and the City to annex and develop the subject real property described in the Attached Exhibit"A"as a Planned Unit Development(PUD) establishing a unique character and to provide for the orderly flow of traffic in the development and to adjoining real property. (ii) Each party agrees that it is in the best interest of the local governmental bodies affected and the DEVELOPER and OWNER to provide for specific performance standards in the development of the subject property. (iii) Each party agrees that a substantial impact will be had on the services of the United City of Yorkville and the Yorkville School District by development of said real property. (iv) The subject real property is located contiguous to the corporate boundaries of the CITY; and not within the corporate boundaries of any other municipality. L. It is the desire of the CITY, DEVELOPER and OWNER that the development and use of the York Wood Estate Subdivision proceed as conveniently as may be, in accordance with the terms and provisions of this Agreement, and be subject to the applicable ordinances, codes and regulations of the CITY now in force and effect, except as otherwise provided in this Agreement. M. The CITY's Plan Commission has considered the Petition,and the CITY Council has heretofore both requested and approved the proposed land use and the zoning of the same at the request of OWNER/DEVELOPER. N. The OWNER/DEVELOPER and its representatives have discussed the proposed annexation and have had public meetings with the Plan Commission and the CITY Council, and prior to the execution hereof, notice was duly published and a public hearing was held to consider this Agreement, as required by the statutes of the State of Illinois in such case made and provided. NOW,THEREFORE,in consideration of the foregoing preambles and mutual covenants and agreements contained herein,the Parties hereto agree to enter into this Agreement and to supplement and in addition to the Petition for Zoning and Annexation and drawings submitted therewith, including the approved concept PUD plan to be approved by the CITY Council upon the following terms and conditions and in consideration of the various agreements made between the parties: I. LEGAL CONFORMANCE WITH LAW. This Agreement is made pursuant to and in accordance with the provisions of the CITY Ordinances and applicable provisions of the Illinois Compiled Statutes and the Illinois Constitution. 2. ZONING. As soon as reasonably practicable following the execution of this Agreement, the Corporate Authorities shall adopt such ordinances as may be necessary and appropriate to rezone the Property under the R-2 One-Family Residence District of the CITY Zoning Ordinance("Zoning Ordinance"),One Family Residence District with a Special Use for a Planned Unit Development. The zoning map of the CITY shall thereupon be modified to reflect the classifications of the York Wood Estate Subdivision as aforesaid. �. SUBDIVISION OF YORK WOOD ESTATES. a. The Property shall be developed in the manner and in accordance with the development concept set forth in the Concept PUD Plan,and such development shall be in full conformance with the CITY's Zoning Ordinance, Subdivision Regulations, Building Code, and other CITY ordinances, codes, rules and regulations pertaining to the development of the Property as provided in Paragraph 8 of this Agreement,except as otherwise modified or varied pursuant to the terms of this Agreement. The engineering design for the sanitary sewer, water,storm sewer service and the storm water retention/detention,as well as the streets and sidewalks within, upon and serving the Property, shall be substantially as provided in the Concept PUD Plan. b. OWNERS and DEVELOPER agree that the SUBJECT PROPERTY shall be developed in accordance with the ordinances of the CITY, as approved or subsequently amended,unless otherwise provided for herein,and agree to follow all of the policies and procedures of the CITY in connection with such development except as modified in this Agreement and the Concept PUD Plan (Exhibit B). 3 c. OWNERS and DEVELOPER agree proposed Final Plat units for this development shall contain a minimum of 40 acres for single family areas. d. DEVELOPER agrees to conform its Final Engineering and Final Plats to provide the buffering and screening agreed to between DEVELOPER and the adjoining OWNER of the subject property and approved by the CITY. e. Right to Farm Disclosure. DEVELOPER agrees to include Kendall County "Right to Farm Statement"language attached hereto as Exhibit"L"on each Final Plat of Subdivision. 4. VARIATIONS FROM LOCAL CODES. The specific variations and deviations from the CITY's ordinances, rules, and codes as set forth in Exhibit "E" attached hereto have been requested,approved and are permitted with respect to the development,construction,and use of the Subject Property ("Permitted Variations"). 5. UTILITIES AND PUBLIC IMPROVEMENTS. OWNER and DEVELOPER agree that any extension and/or construction of these utilities and public improvements shall be performed in accordance with existing CITY subdivision regulations as varied by this Agreement, and such work and the cost thereof shall be the sole responsibility of DEVELOPER, except as otherwise provided in this Agreement: A. Sanitary Sewer Facilities. DEVELOPER shall cause the Subject Property, or such developable portions thereof as may be appropriate,to be annexed to the Yorkville- Bristol Sanitary District (`Yorkville Bristol" or "YBSD") for the purpose of extending and connecting to the sanitary sewer lines and treatment facilities of Yorkville-Bristol. The installation of sanitary sewer lines to service the Subject Property and the connection of such sanitary sewer lines to the existing sewer lines of Yorkville-Bristol shall be carried out in substantial compliance with the Final Engineering as approved by the CITY for each Phase of Development. The CITY shall fully cooperate with OWNER and DEVELOPER in obtaining such permits as may be required from time to time by both federal and state law, including,without limitation,the Illinois Environmental Protection Act,permitting the construction and connection of the sanitary sewer lines to the Yorkville-Bristol facilities, in order to facilitate the development and use of each Phase of Development of the Subject Property. The sanitary sewer mains constructed by DEVELOPER for each Phase of Development which are eighteen (18) inches or more in diameter(`Large Lines") shall be conveyed to Yorkville-Bristol, and the sanitary sewer lines which are smaller than fifteen inches in diameter ("Small Lines") shall be conveyed to the CITY and the CITY shall take ownership of and, at its expense, be responsible for the ongoing care, maintenance, replacement and renewal of said Small Lines 4 following the CITY's acceptance thereof, which acceptance shall not be unreasonably denied or delayed. B. Water Facilities. The CITY represents that the water distribution system of the CITY currently has and the CITY will reserve sufficient capacity to service the Subject Property with potable water for domestic water consumption and fire flow protection, if the Subject Property is developed in accordance with this Agreement. The CITY further agrees, following acceptance by the CITY of the public improvements constructed within the Subject Property, to maintain said water distribution system to and within the Subject Property. The CITY further agrees to cooperate with OWNER and DEVELOPER in obtaining such permits as may be required from time to time by both federal and state law, including, without limitation,the Illinois Environmental Protection Act,to permit the Subject Property to be served with potable water and fire flow protection. In addition,the CITY will accept dedication of,and thereafter maintain,all primary water lines constructed by DEVELOPER in substantial conformity with the Final Engineering for each Phase of Development, pursuant to applicable provisions of the Subdivision Ordinance and other applicable codes and ordinances of the CITY. Location and size of the water lines to be installed by DEVELOPER shall be in substantial conformity with the Preliminary Engineering, subject to review and approval of Final Engineering for each Phase of Development. DEVELOPER shall connect the Subject Property to the CITY water supply system in accordance with the approved engineering. The CITY shall exercise good faith and due diligence to complete the development shall be as provided by ordinance for all properties in the CITY,except as otherwise provided herein. DEVELOPER agrees to prepay the CITY's water connection fee of$2,660 per unit to the total number of permits for which the CITY will commit to provide water service prior to completion of the construction of the water tower on site. C. Storm Water Facilities. 1. DEVELOPER shall provide for storm water drainage and the retention/detention thereof upon and from the Subject Property,in substantial conformity with the Preliminary Engineering,subject to review and approval of Final Engineering for each Phase of Development, in the following manner: a. Installation of underground sewers within that part of the Subject Property to be developed and improved with buildings, structures, streets, driveways, and other locations as identified on the Preliminary Engineering,which improvements shall be conveyed to the CITY and thereafter owned and maintained by the CITY. b. Installation of graded, open swales or ditches and storm water retention/detention areas as depicted on the Preliminary Engineering within that part of the Subject Property designated on the Preliminary Engineering for such purpose,subject to review and approval of Final Engineering for each Phase of Development. 2. The CITY, for the full term of this Agreement, and any extension thereof, shall require no more than that degree and type of storm water retention/detention as is currently called for in the existing ordinances of the CITY. D. Sidewalks and Street Related Improvements. DEVELOPER shall cause the curb, gutter, street pavement, street lights, recreational path and public sidewalks, to be installed upon the Subject Property in substantial conformity with the Final Engineering as approved for each Phase of Development and the applicable provisions of the Subdivision Regulations of the CITY, as modified or varied pursuant to this Agreement. Notwithstanding anything contained herein or in any CITY ordinance,rule or regulation to the contrary,all public sidewalks and parkway landscaping to be constructed or installed upon the Subject Property pursuant to the approved Final Engineering for each Phase of Development may be installed and completed on a lot by lot or block by block basis, but they remain as a part of the public improvements for each Phase of Development. The CITY shall accept the ownership and maintenance responsibility of the portions of the Trail System/Bike Path,constructed in accordance with the Final Plat and Final Engineering,located in the public right of way. 6. SECURITY INSTRUMENTS. A. Posting Security, DEVELOPER shall deposit, or cause to be deposited, with the CITY such irrevocable letters of credit, contractor's performance bonds or surety bonds ("Security Instruments") to guarantee completion and maintenance of the public improvements to be constructed as a part ofthe development of each Phase of Development as are required by applicable ordinances of the CITY. The amount and duration of each Security Instrument shall be as required by applicable ordinances of the CITY. All such Security Instruments if in the form of an irrevocable letter of credit shall be substantially in the form set forth in Exhibit'T",attached hereto. The CITY Council, pursuant to recommendation by the CITY Engineer, may from time to time approve a reduction or reductions in the Security Instruments by an amount not in excess of eighty-five percent (85%) of the value certified by the CITY Engineer of the completed work, so long as the balance remaining in the Security Instruments is at least equal to one hundred ten percent (110%) of the cost to complete the remaining public improvements for the applicable Phase of Development. The Security Instruments for the public improvements for each Phase 6 of Development shall be deposited with the CITY prior to the recordation of the Final Plat for each Phase of Development. B. Release of Underground. Upon completion and inspection of underground improvements in each Phase of Development;and recommendation of acceptance by the CITY engineer, DEVELOPER shall be entitled to a release or appropriate reduction of any applicable Security Instrument, subject to a maintenance Security Instrument remaining in place for a one year period from the date of acceptance by the CITY, in conformance with the CITY Subdivision Control Ordinance. C. Release of Streets. Upon completion of street and related road improvements in each Phase of Development; and recommendation of acceptance by the City engineer, DEVELOPER shall be entitled to a release or appropriate reduction of any applicable Security Instrument,subject to a maintenance Security Instrument remaining in place for a one year period from the date of acceptance by the CITY,in conformance with the City Subdivision Control Ordinance. D. Transfer and Substitution. Upon the sale or transfer of any portion of the Subject Property, DEVELOPER shall be released from the obligations secured by its Security Instruments for public improvements upon the submittal and acceptance by the CITY of a substitute Security Instrument approved by the CITY, securing the costs of the improvements set forth therein by the proposed DEVELOPER. 7. PROCEDURE FOR ACCEPTANCE OF ANY PUBLIC IMPROVEMENTS. The public improvements constructed as a part of the development of each Phase of Development shall be accepted by the CITY pursuant to the provisions of the Subdivision Ordinance. The CITY shall exercise good faith and due diligence in accepting said public improvements following DEVELOPER's completion thereof for each Phase of Development in compliance with the requirements of said ordinance. 8. AMENDMENTS TO ORDINANCES. All ordinances,regulations,and codes of the CITY, including, without limitation those pertaining to subdivision controls, zoning, storm water management and drainage, building requirements, official plan, and related restrictions, as they presently exist,except as amended, varied, or modified by the terms of this Agreement, shall apply to the Subject Property and its development for a period of five (5) years from the date of this Agreement. Any Agreements,repeal,or additional regulations which are subsequently enacted by the CITY shall not be applied to the development of the Subject Property except upon the written consent of DEVELOPER during said five (5) year period. After said five (5) year period, the Subject Property and its development will be subject to all ordinances,regulations,and codes of the CITY in existence on or adopted after the expiration of said five(5)year period,provided,however, that the application of any such ordinance, regulation or code shall not result in a reduction in the number of residential building lots herein approved for the Subject Property,alter or eliminate any of the ordinance variations provided for herein, nor result in any subdivided lot or structure 7 constructed within the Subject Property being classified as non-conforming under any ordinance of the CITY. The foregoing to the contrary notwithstanding, in the event the CITY is required to modify, amend or enact any ordinance or regulation and to apply the same to the Subject Property pursuant to the express and specific mandate of any superior governmental authority,such ordinance or regulation shall apply to the Subject Property and be complied with by DEVELOPER,provided, however, that any so called "grandfather" provision contained in such superior governmental mandate which would serve to exempt or delay implementation against the Subject Property shall be given full force and effect. 9. BUILDING CODE. The CITY has adopted the International Building Code,which is updated approximately every three years.The building codes for the CITY in effect as of the date of building permit application will govern any and all construction activity within the Subject Property. 10. FEES AND CHARGES. During the first five years following the date of this Agreement, the CITY shall impose upon and collect from the OWNER and/or DEVELOPER, and their respective contractors and suppliers,only those permit,license,tap on and connection fees and charges,and in such amount or at such rate, as are in effect on the date of this Agreement and as is generally applied throughout the CITY. 11. CONTRIBUTIONS. OWNER and DEVELOPER shall not be required to donate any land or money to the CITY, or any other governmental body, except as otherwise expressly provided in this Agreement. 12. HOMEOWNERS ASSOCIATION AND DORMANT SSA. In order to provide for the maintenance of the Subdivision signage,common areas and open space, in the event the Homeowner's Association fails to so maintain, OWNER agrees to execute a consent to the creation of a dormant Special Service Area prior to execution of the First Final Plat of Subdivision by the CITY;and the CITY shall have approved ordinances encumbering all residential units of said subdivision, as to common subdivision signage, storm water management or other common areas of the subdivision. 13. OWNER'S/DEVELOPER'S CONTRIBUTIONS. OWNER or DEVELOPER shall be responsible for making the following contributions to compensate the Yorkville Community School District#1 1 5 ("School District")and the United City of Yorkville, Recreation Department ("Recreation Department")for the estimated impact which is projected to be experienced by said districts as a result of the development of the Subject Property in the manner provided for under this Agreement: A. School Contribution. OWNER or DEVELOPER shall provide cash-in-lieu oflandto the CITY for school purposes("School Contribution"). The total land area required for contribution pursuant to applicable ordinances of the CITY, based upon the Preliminary Plat, is 1 1.055 acres. The school contribution shall be paid by a cash 8 contribution in accordance with the CITY ordinances made at time of recording the first final plat in accordance with the amount per unit in Exhibit `C'. The DEVELOPER has agreed to pay a transition fee to the School District in the amount of$3,000.00 per unit. The fee will be paid at the rate of$3,000 per unit on a per- building permit basis as building permits are issued.The method of payment will be in accordance with the CITY'S current procedure. This procedure is for the Builder for a home to pay the fee for that unit to the School District directly and receive a receipt from the School District for the unit paid and then for this receipt to be presented by the Builder to the CITY prior to the issuance of a building permit for that unit, on a lot by lot basis. Said fees are being paid voluntarily and with the consent of OWNER and DEVELOPER based upon this contractual agreement voluntarily entered into between the parties after negotiation of this Agreement. OWNER AND DEVELOPER knowingly waives any claim or objection as to amount of the specific fees negotiated herein voluntarily. B. Park Contribution. OWNER or DEVELOPER shall provide a contribution of land only to the CITY for park purposes C'Park Contribution"). The total land area required for contribution for park purposes pursuant to applicable ordinances of the CITY, based upon the Preliminary Plat, is 6.938 acres. OWNER or DEVELOPER shall cause fee title to no less than 1.85 acres of land located in Parcel'),as identified on the Concept PUD Plan("Park Site")to be conveyed to the CITY,or to such other entity as the CITY shall direct in writing, in partial satisfaction of the Park Contribution. The balance of any park contribution shall be paid by a cash contribution in accordance with the CITY ordinances made at time of conveyance of the park site to the CITY. The Park Site shall be conveyed in such manner and at such time as required by applicable ordinances of the CITY. Prior to conveyance of the Park Site DEVELOPER shall,at its expense, grade, seed and prepare the Park Site in conformity with the Final Engineering. C. The fees listed in Exhibit "C" shall be paid to the CITY for each unit. Unless otherwise provided in this Agreement, said development, transition, impact, and other fees shall be paid per individual residential dwelling unit concurrent with the building permit application for that particular residential dwelling unit. 14. PROJECT SIGNS. Following the date of this Agreement and through the date of the issuance of the final occupancy permit for the Subject Property,DEVELOPER shall be entitled to construct, maintain and utilize up to three (3)offsite subdivision identification, marketing and location signs at such locations within or without the corporate limits of the CITY as DEVELOPER may designate(individually an"Offsite Sign"and collectively the"Offsite Signs"). DEVELOPER shall be responsible,at its expense, for obtaining all necessary and appropriate legal rights for the construction and use of each of the Offsite Signs. Each of the Offsite Signs may be double faced signs which shall not exceed twenty (20) feet in height with an area for each sign face not 9 exceeding two hundred (200) square feet, subject to the requirements of any permitting authority other than the CITY. Each Offsite Sign may be illuminated. In addition to the Offsite Signs, DEVELOPER shall be permitted to construct, maintain and utilize signage upon the Subject Property as identified in Exhibit"H", attached hereto. 15. MODEL HOMES/PRODUCTION UNITS. During the development and build out period of the Subject Property (subsequent to final plat approval),DEVELOPER, and such other persons or entities as DEVELOPER may authorize, may construct, operate and maintain model homes within the Subject Property staffed with DEVELOPER'S,or such other person's or entity's, sales and construction staff,and may be utilized for sales and construction offices. The number of such model homes and the locations thereof shall be as from time to time determined or authorized by DEVELOPER. No off-street parking shall be required for any model home other than the driveway for such model home capable of parking two(2)cars outside of the adjacent road right-of- way. Building permits for model homes,and for up to fifteen(15)production dwelling units,shall be issued by the CITY upon proper application therefore prior to the installation of public improvements(provided a gravel access road is provided for emergency vehicles and upon proof to the CITY the OWNER has demonstrated to the Bristol Kendall Fire Protection District fire hydrants within 300 feet of the dwelling units are operational). Prior to issuance of occupancy permits of model homes, water shall be made available within 300' of homes. There shall be no occupation or use of any production dwelling units until the binder course of asphalt on the street, the water system and sanitary sewer system needed to service such dwelling unit are installed and operational. Any fire hydrants that are not in service within 30 days of installation shall be marked or bagged by the OWNER.DEVELOPER may locate temporary sales and construction trailers upon the Subject Property during the development and build out of said property,provided any such sales trailer shall be removed within two(2)weeks following issuance of the final occupancy permit for the Subject Property or upon the occupancy of model homes within the Subject Property,whichever shall first occur. Prior to construction of the sales trailer the DEVELOPER shall submit an exhibit of the model trailer site with landscaping and elevations for the Cities approval. The parking lot must have a hard surface before occupancy is permitted. DEVELOPER hereby agrees to indemnify, defend and hold harmless the CITY and the Corporate Authorities (collectively "Indemnitees")from all claims,liabilities,costs and expenses incurred by or brought against all or any of the Indemnitees as a direct and proximate result of the construction of any model homes or production dwelling units prior to the installation of the public street and water improvements required to service such dwelling unit. DEVELOPER shall be permitted to obtain building permits in the same manner for additional model homes and for initial production dwelling units in each Phase of Development as the Final Plat and Final Engineering for each such Phase of Development is approved by the CITY. The foregoing indemnification provision shall,in such case,apply for the benefit of Indemnitees for each Phase of Development. 16. CONTRACTORS TRAILERS. The CITY agrees that from and after the date of execution ofthis Agreement,contractor's and subcontractor's supply storage trailers maybe placed upon such part or parts of the Subject Property as required and approved by DEVELOPER for development purposes. Said trailers may remain upon the Subject Property until the issuance of the 10 last final occupancy permit for the Subject Property. No contractor's trailers or supply trailers shall be located in the public right-of-way. 17. OVERSIZING OF IMPROVEMENTS. In the event oversizing of public improvements is hereafter requested and properly authorized by the CITY for the Subject Property, and agreed to by DEVELOPER, for any of the public improvements constructed to develop the Subject Property for the purpose of serving property other than the Subject Property,the CITY shall enter into a Recapture Agreement, as defined in Paragraph 18.A. hereof, with DEVELOPER providing for the payment of the cost of such oversizing by the OWNER of properties benefitted by the same. The improvements which qualify as oversized and the identity of the benefitted properties shall be identified at the time of approval of Final Engineering for a Phase of Development. 18. LIMITATIONS. In no event, including, without limitation, the exercise of the authority granted in Chapter 65, Section 5/11-12-8 of the Illinois Compiled Statutes (2002) ed., shall the CITY require that any part of the Subject Property be designated for public purposes, except as otherwise provided in this Agreement or identified on the Preliminary Plat. 19. RECAPTURE/RECOVERY AGREEMENTS. A. Benefiting the Subiect Property. See Section 21.E of this agreement. B. Encumberin_the Subject Property. Except as otherwise expressly provided in this Agreement, there are currently no recapture agreements or recapture ordinances affecting public utilities which will be utilized to service the Subject Property which the CITY has any knowledge of or under which the CITY is or will be required to collect recapture amounts from OWNER, DEVELOPER, or their successors, upon connection of the Subject Property to any of such public utilities,nor does the CITY have any knowledge of a pending or contemplated request for approval of any such recapture agreement or ordinance which will effect the Subject Property. 20. ESTABLISHMENT OF SPECIAL SERVICE AREA AS PRIMARY FUNDING MECHANISM FOR INSTALLATION OF PUBLIC IMPROVEMENTS. OWNERS', DEVELOPER's and the CITY agree to establish a special service area("SSA") as a primary funding mechanism for installation of on-site and off-site public improvements, including, without limitation, potable water, fire flow and/or water storage facilities, roads, storm water facilities (i.e., storm water sewers, collection and conveyance improvements, detention ponds if they benefit off-site properties), sanitary sewer facilities and other public improvements. I The CITY, OWNERS and/or DEVELOPER shall cooperate in good faith to identify and agree on the appropriate structure for the financing, which the CITY and DEVELOPER currently believe will consist of one or more SSA's pursuant to 35 ILCS 200/27-5 et seq.,but which may be authorized and implemented under other legal frameworks acceptable to the CITY, OWNERS and/or DEVELOPER. However, CITY,OWNERS and/or DEVELOPER hereby expressly agree that the form of Special Tax or other Revenue Bond shall be the form of bond which requires a payment at the time of sale of a developed lot, or the time of issuance of a building permit, otherwise known as the"pay down" bond. The burden of the assessment is limited to and shall be paid by only those future property owners within the SUBJECT PROPERTY, and the other properties joining in the SSA for the areas generally referred to as the "Southwest Infrastructure Developments" described in Section 8 of this agreement. 21. CROSS CONTINGENCIES FOR INFRASTRUCTURE IMPROVEMENTS INCLUDING GREENBRIAR ROAD EXTENTION (SOUTHWEST INFRASTRUCTURE DEVELOPMENTS) A. CROSS CONTINGENCIES. OWNERS, DEVELOPER and CITY agree that this agreement shall be cross contingent with the CITY's approval of Annexations with 6 Developments commonly referred to as the"Southwest Infrastructure Developments." A list of the developments and the funding required on behalf of each of the developments is attached hereto as Exhibit BBB. These developments are related in that they all will derive special benefit from infrastructure improvements to be financed through the issuance of Special Revenue Bond(s) payable from special taxes levied in one or more special service areas to fund the extension of infrastructure to and through the developments. B. SSA FUNDING. Upon all Southwest Infrastructure Developments entered into individual annexation agreements, CITY, OWNERS and DEVELOPERS agree to establish individual Special Service Areas (SSA's) within each of the subdivisions listed on Exhibit BBB. City shall then take action to issue Special Revenue Bonds in and amount sufficient to fund the infrastructure extension by January 15, 2007 otherwise the DEVELOPERS shall have right to intervene. The formation of The SSA's and issuance of Special Revenue Bonds is intended to render the following results: 1. All areas will be within the SSA's, and all real property will become subject to the Special Tax. It is anticipated that each development will enact an individual SSA's, and that all SSA's will issue one mutual Special Tax Bond for payments of the improvements. 2. The special tax shall be available to fund the repayment of up to $_(this will be the pro rata amount owed by this development) million in special tax bonds. 12 3. The special tax revenue bonds shall be used to construct infrastructure as described on Exhibit"AAA". C. COST CONTAINMENT, OVERRUNS. In order to reduce the risk of cost overruns, OWNERS and/or DEVELOPERS agree that the amount of bonds sold should not be determined until bids have be received by the City for construction of the Southwest Infrastructure. Since final engineering must be completed prior to seeking bids, OWNERS and/or DEVELOPER agree to front fund the amount indicated on Exhibit`BBB"and to receive reimbursement for said sum from the sale of the Revenue Bonds. OWNERS and/or DEVELOPERS shall be allowed to comment regarding the determination of the amount of bonds sold, and the amount of contingency for cost overruns. CITY will respond in writing to all OWNER and DEVELOPER comments and justify said overruns. All DEVELOPERS shall be responsible for contribution, based upon the same ratios and rational used in Exhibit"AAA" if the cost to complete the Southwest Infrastructure exceeds the amount of the Bonds. D. PROCEEDS OF BONDS TO BE USED TO EXTEND GREEN BRIAR DRIVE. OWNERS and/or DEVELOPER agrees that traffic ultimately originating from this development, as well as all "Southwest Infrastructure Developments"will give rise to the need for the Green Briar Drive extension to Pavillion Road. One of the first uses of the Special Tax Bonds shall be the construction of the Green Briar Drive Extension. In addition, OWNER'S and/or DEVELOPERS agree to route all construction traffic along state Route 71 to Pavillion or High Point Road and then to the development, and not allow construction traffic to travel along Fox Road from Rt 47 to the development. E. RECAPTURE/RECOVERY OF INFRASTRUCTURE IMPROVEMENTS The CITY shall, in accordance with Chapter 65, Section 5/9-5-1 et.seq. of the Illinois Compiled Statutes, 2002 Edition, enter into agreements for recapture/recovery ("Recapture/Recovery Agreement") with DEVELOPER providing for the recapture/recovery by DEVELOPER of portion of the cost of certain improvements as identified on Exhibit"AAA", constructed by DEVELOPER which the CITY has determined may be used for the benefit of property ("Benefited Property") not located within the Subject Property which connect to said improvements. The Benefited Property is identified on said Exhibit"DDD" attached hereto. Recapture for the Green Briar Drive improvement may include an increase of the normal and customary road fee for the Benefited Properties and therefore require the CITY to consider increasing this fee for the Benefited Properties via the annexation agreements for the Benefited Properties. Each Recapture Agreement shall be substantially in the form as attached hereto and made a part hereof as Exhibit"EEE". 22. ONSITE EASEMENTS AND IMPROVEMENTS. 13 In the event that during the development of the Subject Property DEVELOPER determines that any existing utility easements and/or lines require relocation to facilitate development of the Subject Property in accordance with the Preliminary Plat,the CITY shall fully cooperate with DEVELOPER in causing the vacation and relocation of such existing easements, and all costs thereof shall be borne by the DEVELOPER. If any easement granted to the CITY as a part of the development of the Subject Property is subsequently determined to be in error or located in a manner inconsistent with the intended development of the Subject Property as reflected on the Preliminary Plat and in this Agreement,the CITY shall fully cooperate with DEVELOPER in vacating and relocating such easement and utility facilities located therein, which costs shall be borne by DEVELOPER. Notwithstanding the foregoing, and as a condition precedent to any vacation of easement, DEVELOPER shall pay for the cost of design and relocation of any such easement and the public utilities located therein. a. Within 30 days of a written request from the United City of Yorkville, which includes legal descriptions and exhibits as necessary, the OWNER or DEVELOPER SHALL grant permanent and temporary construction easements as necessary for the construction of extension of City utilities and appurtenances and/or other utilities to serve the subject property and other properties within the City of Yorkville. b. Within 30 days of a written request from the United City of Yorkville, which includes legal descriptions and exhibits as necessary, the OWNER or DEVELOPER SHALL convey by Warranty Deed, fee simple title of future highway or road right of way to the United City of Yorkville as necessary,regardless of whether or not these right of way needs have been previously identified in this agreement. Such request for conveyance of right of way shall have no impact on any previously entitled land development density. 23. OFFSITE EASEMENTS AND CONSTRUCTION. Except as otherwise provided herein for the Offsite Water Easements,atthe time each Final Plat for a Phase of Development is recorded, DEVELOPER shall obtain all offsite easements necessary for the development of such portion of the Subject Property in accordance with the Preliminary Plans. In the event an offsite easement is required which was not contemplated in the Preliminary Plans due to a change in circumstances, and in the event DEVELOPER is unable to acquire such necessary offsite easement,the CITY shall exercise its power of eminent domain to acquire the same,provided DEVELOPER shall pay the reasonable costs incurred by the CITY as a result thereof. DEVELOPER shall deposit the amount of such costs reasonably estimated by the CITY into a segregated, interest bearing escrow account prior to the commencement of such eminent domain proceedings by the CITY. Such funds shall be utilized solely to defray such costs and all funds, including interest,remaining in such escrow upon completion of such proceedings shall be refunded to DEVELOPER. 24. DISCONNECTION. 14 OWNER and DEVELOPER agree that DEVELOPER shall develop the York Wood Estates Property as a subdivision to be commonly known as York Wood Estates Subdivision in accordance with the Concept PUD Plan approved by the CITY in accordance with the terms hereof, and shall not, as either the OWNER or DEVELOPER of said property, petition to disconnect any portion or all of said property from the CITY. 25. CONFLICT IN REGULATIONS. The provisions of this Agreement shall supersede the provisions of any ordinance, code, or regulation of the CITY which may be in conflict with the provisions of this Agreement. 26. ANNEXATION FEE. The CITY hereby confirms and agrees that no annexation fee shall become due or payable as a result of the development and build-out of the Subject Property as a result of the prior annexation of said property to the CITY. The CITY hereby waives all current and future annexation fees now or hereafter required under any ordinances of the CITY with respect to the Subject Property,except as otherwise provided in this Agreement. 27. GENERAL PROVISIONS. A. Enforcement. This Agreement shall be enforceable in the Circuit Court of Kendall County by any of the parties or their successors or assigns by an appropriate action at law or in equity to secure the performance of the covenants and agreements contained herein, including the specific performance of this Agreement. This Agreement shall be governed by the laws of the State of Illinois. B. Successors andAssiens. This Agreement shall inure to the benefit of and be binding upon the OWNER,DEVELOPER and their successors in title and interest,and upon the CITY,and any successor municipalities of the CITY. It is understood and agreed that this Agreement shall run with the land and as such, shall be assignable to and binding upon subsequent grantees and successors in interest of the OWNER, DEVELOPER, and the CITY. The foregoing to the contrary notwithstanding, the obligations and duties of OWNER and DEVELOPER hereunder shall not be deemed transferred to or assumed by any purchaser of a lot improved with a dwelling unit who acquires the same for residential occupation,unless otherwise expressly agreed in writing by such purchaser. C. This Agreement contains all the terms and conditions agreed upon by the parties hereto and no other prior agreement,excepting the Annexation Agreement it amends, regarding the subject matter hereof shall be deemed to exist to bind the parties. The parties acknowledge and agree that the terms and conditions of this Agreement, 15 including the payment of any fees,have been reached through a process of good faith negotiation, both by principals and through counsel, and represent terms and conditions that are deemed by the parties to be fair, reasonable, acceptable and contractually binding upon each of them. D. Notices. Notices or other materials which any party is required to,or may wish to, serve upon any other party in connection with this Agreement shall be in writing and shall be deemed effectively given on the date of confirmed telefacsimile transmission, on the date delivered personally or on the second business day following the date sent by certified or registered mail, return receipt requested, postage prepaid, addressed as follows: (i) If to OWNER and/or DEVELOPER: Wyndham Deerpoint Homes 605 Lindsay Circle North Aurora,:IL. 60542 Attn: Richard M. Guerard Fax: (630) 966-1006 with a copy to: Guerard, Kalina& Butkus 100 W. Roosevelt Road Wheaton, IL 60187 Attn: Richard M. Guerard Fax: (630) 690-9652 (ii) If to CITY: United CITY of Yorkville Attn: CITY Clerk 800 Game Farm Road Yorkville, 11 60560 Fax: (610) 553-4350 with a copy to: John Wyeth, Esq. 800 Game Farm Road Yorkville, 1160560 Fax: (630) 5534350 or to such other persons and/or addresses as any party may from time to time designate in a written notice to the other parties. E. Severability. This Agreement is entered into pursuant to the provisions of Chapter 65, Sec.5/11-15.1-1,et seq., Illinois Compiled Statutes(1998 ed.). In the event any part or portion of this Agreement, or any provision,clause,word, or designation of this Agreement is held to be invalid by any court of competent jurisdiction,said part, 16 portion,clause,word or designation ofthis Agreement shall be deemed to be excised from this Agreement and the invalidity thereof shall not effect such portion or portions of this Agreement as remain. In addition, the CITY, OWNER, and DEVELOPER shall take all action necessary or required to fulfill the intent of this Agreement as to the use and development of the Subject Property. F. Agreement This Agreement, and any Exhibits or attachments hereto, may be amended from time to time in writing with the consent of the parties, pursuant to applicable provisions of the CITY Code and Illinois Compiled Statutes. This Agreement may be amended by the CITY and the OWNER of record of a portion of the Subject Property as to provisions applying exclusively thereto, without the consent of the OWNER of other portions of the Subject Property not affected by such Agreement. G. Conveyances. Nothing contained in this Agreement shall be construed to restrict or limit the right of the OWNER or DEVELOPER to sell or convey all or any portion of the Subject Property, whether improved or unimproved. H. Necessary Ordinances and Resolutions. The CITY shall pass all ordinances and resolutions necessary to permit the OWNER,DEVELOPER,and their successors or assigns, to develop the Subject Property in accordance with the provisions of this Agreement, provided said ordinances or resolutions are not contrary to law. The CITY agrees to authorize the Mayor and CITY Clerk to execute this Agreement or to correct any technical defects which may arise after the execution of this Agreement. 1. Term of Agreement. The term of this Agreement shall be twenty(20)years. In the event construction is commenced within said twenty-year period all of the terms of this Agreement shall remain enforceable despite said time limitation,unless modified by written agreement of the CITY and DEVELOPER/OWNER. J. Captions and Paragraph Headings. The captions and paragraph headings used herein are for convenience only and shall not be used in construing any term or provision of this Agreement. J. Recordina. This Agreement shall be recorded in the Office of the Recorder of Deeds, Kendall County, Illinois, at DEVELOPER's expense. K. Recitals and Exhibits. The recitals set forth at the beginning of this Agreement,and the exhibits attached hereto, are incorporated herein by this reference and shall constitute substantive provisions of this Agreement. 17 L. Counterparts. This Agreement maybe executed in counterparts,each of which shall be deemed an original, but all of which together shall constitute one and the same document. M. No Moratorium. The CITY shall not limit the number of building or other permits that may be applied for within any opened phase due to any CITY imposed moratorium and shall in no event unreasonably withhold approval of said permits or approval for the Final Plat of any Phase of the subdivision. Nothing contained herein shall affect any limitations imposed as to sanitary sewer or water main extensions by the Illinois Environmental Protection Agency,or Yorkville-Bristol Sanitary District. N. Highway 7l. DEVELOPER agrees to comply and pay the cost of compliance with all State requirements with regard to entrances into the development from State Highways7l. O. Time is of the Essence. Time is of the essence of this Agreement and all documents, agreements,and contracts pursuant hereto as well as all covenants contained in this Agreement shall be performed in a timely manner by all parties hereto. P. Exculpation. It is agreed that the CITY is not liable or responsible for any restrictions on the CITY's obligations under this Agreement that may be required or imposed by any other governmental bodies or agencies having jurisdiction over the Subject Property, the CITY, the DEVELOPER, or OWNER, including, but not limited to, county, state or federal regulatory bodies. IN WITNESS WHEREOF,the parties hereto have set their hands and seals to this Agreement as of the day and year first above written. DEVELOPER& OWNER: CITY: JW& WD DEVELOOPMENT, L.L.C., UNITED CITY OF YORKVILLE, an an Illinois limited liability company Illinois municipal corporation by Wyndham Deerpoint Homes, Inc., Managing in Member By: � By: Mayor Title: R-resir}ern�►�i�r �<^�St/ Attest: Dated: CITY Clerk Dated: 18 STATE OF ILLIN(IS ) COUNTY OF De_ ) SS nn I, �t ��'(� a Notary Public, do hereby certify that 0`-4 CANNA,-7 ersonally known to me to be an G of Wyndham Deerpoint Homes, an Illinois general partnership, whose is subscribed in the foregoing instrume t, appeared before me this day in person and acknowledged that as such (K e signed and delivered the said instrument as such Gu 0 f said partnership, as his free and voluntary act, and as the free and Mujnary act of said partnership, for purposes therein set forth. Given under my hand and notarial seal this a� day of 2006. of ry Public "Clt E AC Lc t ti) FsL My commission expires: aulee A4 II.,rez Nvtary Peb:i^,`.ate of Fltinois My Commissi:n Exp.0414512008 LIST OF EXHIBITS EXHIBIT"A": Legal Description of York Wood Estates Property EXHIBIT"B": Depiction and Legal Descriptions of Zoning Parcels EXHIBIT"C": Development Fee List EXHIBIT"E": Permitted Variations and Design Standards - EXHIBIT"F": Form Letter of Credit EXHIBIT"H": Project Signage EXHIBIT"I": Recapture Improvements EXHIBIT"L": Right to Farm Disclosure Statement for Final Plats EXHIBIT"K" Yorkville Community Unit District 115 letter EXHIBIT AAA. Overall Infrastructure Funding Summary EXHIBIT BBB. Front Funding Distribution Summary EXHIBIT CCC. SSA Summary of Terms EXHIBIT DDD. Recapture/Recovery Area Benefited Property EXHIBIT"EEE": Recapture/Recovery Agreement WACURRENT PROJECTS\YORK WOOD ESTATESIANNEXATION AGREEMENTWORK WOOD ESTATES ANNEXATION AGREEMENT FINAL DRAFT.DOC 05/1/01 EXMIT"A" LEGAL DESCRIPTION OF YORK WOOD ESTATES PROPERTY ADDRESS OF SUBJECT PROPERTY Vacant land Rt. 71 is north border and is adjacent to Timber Creek Subdivison, Kendall County, 11. P.I.N. NUMBERS A-1 LEGAL DESCRIPTION: THAT PART OF THE WEST 1/2 OF SECTION 7 AND PART OF THE NORTH 1/2 OF SECTION 18,TOWNSHIP 36 NORTH,RANGE 7 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTH WEST CORNER OF SAID SECTION 7; THENCE NORTH 10.12 CHAINS TO THE CENTER OF A ROAD; THENCE NORTH 70 DEGREES, 30 MINUTES, 0 SECONDS EAST ALONG THE CENTER OF SAID ROAD L 14 CHAINS; THENCE NORTH 1 DEGREES, 15 MINUTES, 0 SECONDS WEST 43.23 CHAINS;THENCE SOUTH 54 DEGREES,30 MINUTES, 0 SECONDS EAST 15.21 CHAINS; THENCE SOUTH 4 DEGREES EAST 9.93 CHAINS;THENCE SOUTH 64 DEGREES, 30 MINUTES, 0 SECONDS EAST 31.50 CHAINS; THENCE SOUTH 59 DEGREES, 30 MINUTES,0 SECONDS EAST 2 CHAINS;THENCE SOUTH 3 DEGREES, 50 MINUTES, 0 SECONDS WEST 9.15 CHAINS;THENCE SOUTH 10 DEGREES WEST 8.14 CHAINS; THENCE SOUTH I DEGREES, 15 KILN TES, 0 SECONDS EAST 13.21 CHAINS; THENCE SOUTH 48 DEGREES EAST 2.27 CHAINS; THENCE SOUTH 37 DEGREES, 30 MINUTES, 0 SECONDS WEST 6333 CHAINS; THENCE SOUTH 59 DEGREES, 30 MINUTES, 0 SECONDS EAST 10.85 CHAINS; THENCE SOUTH 8.08 CHAINS; THENCE NORTH 59 DEGREES,30 MINUTES, 0 SECONDS REST 7,10 CHAINS; THENCE SOUTH 26 DEGREES, 30 MINUTES, 0 SECONDS ',yEST 14.40 CHAINS TO THE SOUTH LINE OF THE NORTH 1/2 OF SAID SECTIO` 13; THENCE SOUTH 89 DEGREES WEST ALONG SAID SOUTH LIME 17.133 CHAINS; THENCE NORTH 35 DEGREES WEST 8.43 CHAINS; THENCE NORTH 18 DEGREES EAST 18 CHAINS; THENCE NORTH 24 DEGREES, 30 MINUTES, 0 SECONDS EAST 6.15 CHAINS; THENCE WEST 10.85 CHAINS; THENCE NORTH 4 DEGREES, 30 MINUTES, 0 SECONDS EAST 5.90 CHANS; THENCE SOUTH 88 DEGREES WEST 10.48 CHANS;THENCE NORTH 82 DEGREES, 30 MINUTES, 0 SECONDS WEST 2.88 CHAINS TO THE WEST LINE OF SAID SECTION 18; THENCE NORTH ALONG SAID WEST LINE 4.81 CHAINS TO THE POINT OF BEGINNING; (EXCEPT THAT PART DESCRIBED AS FOLLOWS: CO1,IVENCING AT THE SOUTH WEST CORNER OF SAID SECTION 7; THE\CE NORTH ALONG THE R'ES'T LINE OF SAID QUARTER SECTION, 667.92 FEET TO THE CENTER LINE OF STATE ROUTE NO. 71; THENCE NORTH 70 DEGREES, 30 MIIQUTES, 0 SECONDS EAST ALONG THE FORMER CENTER LNE OF SAID ROUTE, 75.1-4 FEET; THENCE NORTH 1 DEGREES, 15 MINUTES, 0 SECONDS WEST 59.09 FEET TO A NORTH RIGHT OF WAY LINE OF SAID ROUTE WHICH IS 55 FEET FROM SAID CENTER LINE, MEASURED AT RIGHT ANGLES THERETO, FOR A POINT OF BEGINNING; THENCE NORTH 1 DEGREES, 15 MINUTES, 0 SECONIDS WEST 175.24 FEET; THENCE NORTT 67 DEGREES, 48 MINUTES, 07 SECONDS EAST 310.',1 FEET; THENCE SOUTH I DEGREES, 15 MI'N'UTES, 0 SECONDS EAST 175.24 FEET TO A POINT IN SAID NORTH RIGHT OF WAY LINE; THENCE SOUTHWESTERLY ALONG SAID NORTH RIGHT OF WAY ON A CURVE TO THE RIGHT HAVING AN ARC LENGTH OF 3:0"71 FEET (CHORD BEARING IS SOUTH 67 DEGREES,48 MINUTES, 7 SECONDS WEST) TO THE POINT OF BEGINNING AND ALSO EXCEPT THAT PART DESCRIBED AS FOLLOWS; BEGINNNG AT THE NORTH WEST CORNER OF SAID SECTION 18; THENCE SOUTH ON THE SECTION LINE 4.81 CHAINS; THENCE SOUTH 82 DEGREES, 30 MINUTES, 00 SECONDS EAST 2.88 CHAINS;THENCE NORTH 88 DEGREES EAST 1,7 CHAINS;THENCE NORTH PARALLEL WITH THE WEST LINE OF SAID SECTIONS 18 AND 7 TO THE CENTER LINE OF STATE HIGHWAY#71; THENCE SOUTHWESTERLY ALONG SAID CENTER LINE TO THE WEST LINE OF,SAID SECTION7;THENCE SOUTH ALONG SAID WEST LINE OF SECTION 7 TO THE POINT OF BEGINNING), IN THE TOWNSHIP OF KENDALL, KENDALL COUNTY, ILLNOIS. W:\CURRENT PROJECTSWORK WOOD ESTATES\ANNEXATION AGREEMEWRYORK WOOD ESTATES ANNEXATION AGREEMENT FINAL DRAFT.DOC 05/1101 EXHIBIT"B" CONCEPT PUD PLAN B-1 r4 Ch FA D , 9g§ cd o €€ gqq p@ \© fl..Ill wl '" 7 ci 6 ai 3S 1 8 e$ - • ' £e F p •z w...,.a, ins �w l�� • i3 �Fx'$€ 9�a pprg�a �aegs ii i. p• w d :n FS? r I j' e� $38g49¢$Q� S§ 88a @g s5 §5 'g S m8 ' .r i ` § 9 $$44g8 9G$ sk�3B a �y' m c A q ' w i9 - " Y 21 ea I :p e H3 M 11111.1 @a sg , aa$ a ., y °' • - �° 3 ga'$a i`$ R 9$s C N ai < p C 7 a .,. . gq : 48 I d 0 6 „F F Mp —_—. -n _ .-•..x... •-� ..,.n•n.e. E! 65„q$y5 k�CRi�Se psS3e N N N p t9 9 �'9 —� �•�C Mo.Nit\ 5y 3$ a $rige9 O W 6 f F V F i it Gill c . r4ii r •, � I, Jo r[l �Qt i��•a. r �• "4a ' • I —`"I � ° �— - j it 1, r :a�� ---� e: _ J��tii' a II 1 e _ 1,� r. s. a ` ° _ � ' � I � _ � �� � ° -l� � `acs•°� � ' AF�� .f ii VA d � i 1 ,\ a —�— �-111 rl II✓ \\�, =__��'1/i - _ � I '/ a • �,6I�-- —t-- Ilgl� Iwo ui 4 . F , ! t� .. I�♦ c t .f. ell U s s�( . .+� ca Y lqk ti•� 3 x \ /. : '?��Yi� �'t irrY�x � `�,r,''� = i' ICyw� MCS vi)�Du '+ ��ti X�r ,. .. i of York Wood Estates (DRAFT) EXHIBIT V FEES PER UNIT unless noted A paid receipt from the School District Office,602-A Center Parkway Yorkville, must be presented to the City prior to issuance of permit $3,000 Separate Yorkville-Bristol Sanitary District fee-made payable to Y.B.S.D. $1,400 per acre cos acres (Yorkville Bristol Sanitary District Annexation Fee $3,523 178.3 $628,151 Yorkville Bristol Sanitary District Infrastructure Fee $3,523 178.3 $628,151 United City of Yorkville Fees 1. Building Permit Cost$650 plus$0.20 per square foot $650+$0.20(SF) 2. Water Connection Fees SF and DU $3,700 2+Bed Att N/A 3. Water Meter Cost Detached Units $390 Attached Units N/A 4. City Sewer Connection Fees $2,000 5. Water and Sewer Inspection Fee $25 6. Public Walks/Driveway Inspection Fee $35 7. Development Fees Public Works $700 Police $300 Building(see note a) $5,509 Library $500 Parks&Recreation $50 Engineering $100 Bristol-Kendall Fire $1,00 Development Fees Total $8,159 see note B. Land Cash Fees "b"below Apartment Townhome Duplex Single Family Park NIA N/A NIA $2,481.30 School N/A NIA N/A $4.780 Land-Cash Fees Total $0.00 $0.00 $0.00 $7,261.78 9. Road Contribution $2,000 10. County Road Fee $1,549 per acre fee acres 11. Weather Warning Siren(final plat) $75 178.3 $13,373 NOTES: a. 3,288 per unit if paid at time of final plat for all units(185)in development b. For upfront land-cash donations figures, please refer to"Land-Cash"worksheet W:\CURRENT PROJECTS\YORK WOOD ESTATESWNNEXATION AGREEMENTWORK WOOD ESTATES ANNEXATION AGREEMENT FINAL DRAFT.DOC 05/1101 EXHIBIT"E" PERMITTED VARIATIONS AND DESIGN STANDARDS I. Permitted Variations to Zoning Ordinance: A. Section 12.15.5: Sign Code 1. Increase sign face area and height standards to-comply with the standards set forth in Exhibit"H"attached hereto Q. Permitted Variations to Subdivision Ordinance: III. Permitted Variations for Signage: The provisions of the Zoning Ordinance are hereby varied as necessary and appropriate to permit the construction and use of those signs as identified in Paragraph 13 of this Agreement and in Exhibit"H"attached hereto E-1 W1CURRENT PROJECTS\YORK WOOD ESTATES%ANNEXATION AGREEMENIIYORK WOOD ESTATES ANNEXATION AGREEMENT FINAL DRAFT.DOC 05/1/01 EXHIBIT "F" FORM LETTER OF CREDIT OR SURETY BOND (See following page) Q�—l (Letterhead of a Bank, Savings and Loan or Mortgage House) 20 Mayor and Aldermen City of Yorkville 800 Game Form Road Yorkville, IL 60560 Re: Subdivisiou Name Letter of Credit No. ,For Account of Amount Date Gentlemen: The undemigned by its' duly (name of financial institution) (name&title) authorized agent„hereby establishes and issues this Irrevocable Letter of Credit in favor of the City of Yorkville in the amount of$ which represents 110% ofthe cost of the improvements described herein. Such credit is available to be drawn upon by said City upon presentation to this bank of your demand for payment accompanies by a copy of this Letter ofCradk. This Latter of Credit is issued for the purpose of securing and paying for the installation of the following public improvements in the aforesaid subdivision: DIVISION "A" - SANITARY SEWERS (engineers estimate m 1 DIVISION "B" - WATER MAIN (engineer's estimate= 1 DIVISION "C" - STORM SEWERS (engineer's estimate= DMSION "D" - STREETS (engineer's estimate — 1 DIVISION "E" -DETENTION BASIN (engineetra estimate— l DMSION "F" -MISC. 1IMPROVEIViENTS (engineer's estimate— 1 Total engineer's estimate= The costs of the foregoing improvements are detailed in the attached Engineer's Cost Estimate. The development is legally described as follows: See Attached Exhibit "A" Said public improvements shall be constructed by our customer, in (subdivider) accordance with the plans, specifications, completion schedules and cost estimates prepared by (subdivider's engineer) The undersigned agrees that this Irrevocable Letter of Credit shall remain in full force and effect and pertain to any and all amendments or modifications which may be made from time to time to the plans, specifications and cost estimated for said modifications. This Irrevocable Letter of Credit shall expire on 20_. provided, however, the undersigned shall not*the City Clark by certified or registered mail,return receipt requested,at least ninety(90)days prior to said expiration date, that said Letter of Credit is about to expire. In no event shall this Irrevocable Letter of Credit or the obligations contained herein expire except upon said prior written noticq it being expressly agreed by the undersigned that the above expiration date shall be extended as required to comply with this notice provision. This Irrevocable Letter of Credit shall remain in effect until 20_,without regard to (expiration date) any default in payment of money owed to the issuer by our customer and without regard to other claims which the Issuer may have against our customer, and in no event shall terminate without notice as specified above. This LaMar of Credit may be renewed by the Issuer or our customer prior to the above expiration date by submitting a new Letter of Credit to the same form and substance as this Letter of Credit to the City Clerk in an amount equal to 110% of the estimated cost_to complete and pay for the above described improvements. It is agreed that the following shall be considered a default by our customer and shall entitle the City to make demand on this Letter of Credit: 1. that said Letter of Credit will expire within thirty(3 0) days and has not been renewed; or 2. that the aforesaid improvements have not been completed by the subdivider at least thirty(30) days prior to the aforesaid expiration date; or 3. that the owner and/or subdivider has failed to complete or carry on the work of the installation and construction of the required improvements in accordance with the schedule, or at a faster pace if the installation of the private improvements shall be completed before public improvements to service them are available; or 4. that the City of Yorkville has determined that the owner and/or subdivider has demonstrated that they will be unable to complete the improvement;or S. that the City of Yorkville has determined that the public improvements or other improvements covered by this commitment have been or are likely to be the subject cf liens or other claims by contractors, subcontractors or third parties; or 6. that if more Hinds are disbursed at this time on order of the owner and/or subdivider insufficient Hinds will remain irrevocably committed to guarantee the completion of all improvements,and such certification indicates that the owner and/or subdivider has been notified that the municipality finds that a breach of the ownda and/or subdivicices obligations has occurred and has not been cured within a period of thirty(30)days. The Issuer's obligation to the City is based solely on this Irrevocable Letter of Credit engagement between this financial institution and the City and is not subject to instructions from our customer. It is recognized that the City has directed our customer to proceed with the construction of public improvements upon the guarantee of this irrevocable commitment. It is further acknowledged that the consideration for this irrevocable commitment is provided by agreements between this financial institution and our customer. This Irrevocable Letter of Credit sets forth in full the terms of this undertaking between the lssuer and the City, and such undertaking shall not in any way be modified, amended, amplified, nor shall it be limited by reference to any documents, instrument or agreement referred to herein, and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement. Demands on this Letter of Credit shall be made by presenting the Issuer with a letter from the City Clerk of the City of Yorkville demanding payment accompanied by the certificate of the City Clerk of the City of Yorkville certifying the basis for the default and demand on this Letter of Credit. The undersigned agrees that this Letter of Credit shall not be reduced or discharged except upon receipt of a certificate of the City Clerk of the City of Yorkville certifying that this Letter of Credit may be reduced. The outstanding balance of this Letter of Credit shall be the face amour¢ of this Letter of Credit leas any amount which is discharged upon certificate of the City Clerk; Provided however,the outstanding balance of this Letter of Credit shall not be reduced to less than 25%of the approved engineer's estimate upon which this Letter of Credit is based until the City Councl accepts the aforementioned improvements and a certificate of the City Clerk certifying that the Letter of Credit has been released by the City Council of the City. All ads, requirements and other preconditions for the issuance of this Irrevocable Letter of Credit have been completed_ The undersigned further agrees and engages that it will be responsible and liable for attorney fees and court costs which may be incurred by the City in enforcing collection of this Letter of Credit in accordance with its' terms. We hereby engage with you that all demands for payment in conformity with the terms of this Irrevocable Letter of Credit will be duly honored on presentation to us prior to expiration of this Letter of Credit. BY: ATTEST: Name: Name: Title: Title: STATE OF ILLINOIS) ) SS COUNTY OF+_j I,the undersigned, a Notary Public in and far the County and State aforesaid, do hereby certify that personally]mown to me to be the of the (title) and personally known to me to be the (name of institution) (title) of said institution, and who are personally known to me to be the same persons whose names are subscribed to the foregoing Letter of Credit as such and (title) (title) respectively, and caused the corporate seal of said to be affixed thereto (name of institution) pursuant to authority given by the Board ofDirectors thereof as their free and voluntary acts and as the free and voluntary act and deed of said institution. Given under mY hand and official seal this_day of SEAL Notary Public F-5 W:\CURRENT PROJECTSWORK WOOD ESTATES\ANNEXATION AGREEMENTWORK WOOD ESTATES ANNEXATION AGREEMENT FINAL DRAFT.DOC 0511/01 EXHHiIT "H" PROJECT SIGNAGE I. Onsite Project Identification Signs: I. Number: 4 2. Maximum Height: 20 feet 3. Maximum Sign Faces Per Sign: 2 4. Maximum Sign Face Area Per Side: 200 square feet 5. Illumination: Permitted 6. Minimum Setback from Property Line: 5 feet 7. Location: As from time to time determined by DEVELOPER II. Onsite Model Home Sims: 1. Number: 1 sign for each model home 2. Maximum Height: 6 feet 3. Maximum Sign Faces Per Sign: 2 4. Maximum Sign Face Area Per Side: 12 square feet 5. Illumination: Permitted 6. Minimum Setback from Property Line: 5 feet 7. Location: As from time to time determined by DEVELOPER III. Onsite Directional and Information Signs: 1. Number:No maximum number 2. Maximum Height: 6 feet 3. Maximum Sign Faces Per Sign: 2 4. Maximum Sign Face Area Per Side: 16 square feet 5. Illumination: Permitted 6. Minimum Setback from Property Line: 5 feet 7. Location: As from time to time determined by DEVELOPER IV. Onsite Sales or Marketing Signs/Flags: 1. Number: 12 2. Maximum Height: 10 feet 3. Maximum Sign Faces per Sign: 2 4. Maximum Sign Face Area Per Side: 32 square feet 5. Illumination: Permitted 6. Location: As from time to time determined by DEVELOPER H-1 WACURRENT PROJECTSWORK WOOD ESTATESWNNEXATION AGREEMEN RYORK WOOD ESTATES ANNEXATION AGREEMENT FINAL DRAFT.DOC 05/1/01 V. Permanent Entry Monument Signs: Permanent entry monument signs and treatments shall be permitted in compliance with applicable provisions of the CITY Sign Ordinance and Subdivision Ordinance, or as otherwise approved by the CITY Council or Building and Zoning Officer upon request by DEVELOPER. Permanent entry monument signs and treatments shall not be located in public right-of- way and shall have adequate separation from underground utilities. VI. Other Signs: In addition to those permitted signs as identified in this Exhibit"H", DEVELOPER shall further have the right to from time to time install and utilize such other signage upon the Subject Property as otherwise permitted pursuant to the provisions of applicable ordinances of the CITY. H-1 W:\CURRENT PROJECTS\YORK WOOD ESTATES\ANNEXATION AGREEMENTWORK WOOD ESTATES ANNEXATION AGREEMENT FINAL DRAFT.DOC 6/1/2006 EXHIBIT"K" Yorkville Community Unit District 115. A-1 W:\CURRENT PROJECTS\YORK WOOD ESTATES\ANNEXATION AGREEMENT\YORK WOOD ESTATES ANNEXATION AGREEMENT FINAL DRAFT.DOC 6/1/2006 EXHIBIT "L" Right to Farm Disclosure Statement for Final Plats A—1 I Exhibit"L" KENDALL COUNTY RIGHT-TO-FARM STATEMENT NOTICE: Kendall County has a long, rich tradition in agriculture and respects the role that farming continues to play in shaping the economic viability of the county. Property that supports this industry is indicated by a zoning indicator-A-1 or Ag Special Use. 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(\\ ` - _ k ; � $ ^ 7 ! ■ £ § | . 4 � yQ . 22 . j � \ \ \ \ / ( � . . . ; . .. . . ... . . � \ ) - k�� / § EXHIBIT CCC UNITED CITY OF YORKVILLE,ILLINOIS KENDALL COUNTY,ILLINOIS SPECIAL SERVICE AREAS SERIES 2006—PAYDOWN BONDS (Southwest Interceptor Project including Pavillion Road) Summary of Proposed Terms ISSUER: United City of Yorkville,Illinois(the"City") BOND TYPE: Special Tax Revenue Bonds PUBLIC IMPROVEMENTS: The proceeds of the Bonds will be used by the City to construct certain off-site Public Improvements benefiting the Special Service Areas(the"Areas"). Improvements include roadways(including Pavillion Road)sanitary sewer facilities,water facilities, costs for land and easement acquisitions relating to any of the foregoing improvements and certain soft costs associated with the Public Improvements. THE AREAS: The City will form seven separate special service areas(the "Areas"),each of which will have a separate and distinct tax based on the number of acres and dwelling units. As currently contemplated,the special service areas will be: Acreage* Units* Meadowbrook Homes 161 348 Silver Fox 103 187 Evergreen Farms 49 76 Aspen Ridge Estates 126 218 Chally Farm 154 234 York Wood Estates 178 185 *(subject to change) SECURITY: - A first lien on all Special Taxes imposed upon all property within each Special Service Area. - A Reserve Fund equal to 10%of the initial par amount of the Bonds. USE OF PROCEEDS: The proceeds of the Bonds will be used to 1) purchase and/or construct certain Public Improvements;2)fund a debt service reserve equal to 10%of par;3)to pay capitalized interest for up to 18 months;and,4)pay costs of issuance. COUPON: TBD FINAL MATURITY: March 1,2016 AMORTIZATION: Amortization will be in years 2013 through 2016. STRUCTURE: Pursuant to a Special Tax Roll, the Special Service Area Tar from each special service area will be due and payable in full upon the EXHIBIT CCC transfer of title on the property. Effectively,this structure will mandate the Special Tax be prepaid once the Developer no longer owns the property(i.e.,prior to the time a homeowner takes possession). At each closing,the payoff amount would be deposited with the bond trustee and the City would issue a lien release. Quarterly,the Trustee would use all prepayments to redeem bonds. See "Special Mandatory Redemption from Property Owner Prepayment. " Beginning in 2008,each owner will be required to make special tax payments based on interest only for the special service area debt allocable to their property. Beginning with the June 2013 special tax payment,the special service area debt will begin to amortize for any unsold units. ESTIMATED SPECIAL TAX Average PAYMENTS: Year Amounen (per unit) 2008 $1,140 2009 1,140 2010 1,140 2011 1,140 2012 6,117 2013 6,117 2014 6,117 2015 6,117 includes principal and interest -assumes an average special tax of$20,750/unit -assumes title does not transfer -assumes no prepayment and an average Debt Service Reserve Credit of$2,075/unit ESTIMATED SOURCES Sources: AND USES OF FUNDS: Bond Proceeds $26,960,000 Original Issue Discount" (269,600) Interest Earnings"' 702,665 27,393,065 Uses: Improvements 21,900,000 Debt Service Reserve') 2,696,000 Capitalized Interest"' 1,977,065 Costs of Issuance[" 820.000 27,393,065 In order to allow for prepayment at any time without penalty,the bond purchasers will require a 1%discount on the bonds at the time of issuance. Interest is earned on the unspent bond proceeds held by the bond trustee. 13' The Debt Service Reserve is required by bondholders and will be returned pro rata at the time of each lot payoff. See"Debt Service Reserve." "1 Interest is capitalized through March 1,2008. The first tax bill will be June 2008. ''t Costs of issuance are estimates and subject to change. EXHIBIT CCC DEBT SERVICE RESERVE: A Debt Service Reserve equal to 10%of the par amount of the Bonds will be required by the bondholders. A pro rata amount of the Debt Service Reserve will be used to reduce the payoff(see "Payoff')at the time the lien is released(the"Debt Service Reserve Credit"). The Debt Service Reserve Credit will not be available to any property owner that is delinquent in their special tax payments. PAYOFF: Based on a$25,525,000 bond issue,the payoff figure per parcel would be: Fee per Bond Total Tax DSR Payoff Project DU Costs per DU Credit Amountt't Meadowbrook Homes 16,029 3,918 19,947 1,995 17,952 Silver Fox 16,342 3,995 20,337 2,034 18,303 Evergreen Farm 16,684 4,078 20,763 2,076 18,686 Aspen Ridge Estates 16,445 4,020 20,465 2,046 18,418 Chally Farm 16,735 4,091 20,826 2,083 18,743 York Wood Estates 17,822 4356 22,178 2,218 19,960 nt Difference between"Payoff Amount"and"Fee per DU"equals each unit's per share cost of the Costs of Issuance and the Capitalized Interest. ANNEXATION It is contemplated that each developer will agree in its Annexation AGREEMENT: Agreement to the formation of the special service area on its property and the imposition of the special tax. In order to assure an adequate number of units is included and the resultant special tax is acceptable,all annexations would need to occur simultaneously. METHOD OF SALE: Limited Offering DENOMINATION: S100,000 with increments of S1,000 in excess thereof. BOND FORM: Book-entry Only through DTC ANTICIPATED RATING: None TAXATION: Exempt from federal taxes;not subject to AMT; not exempt from State of Illinois income taxes. INTEREST PAYMENT March I and September I,commencing September 1,2007 DATES: PRINCIPAL PAYMENT March I,commencing March 1,2013 DATES: OPTIONAL REDEMPTION: The Bonds are subject to mandatory redemption by the City prior to maturity. SPECIAL MANDATORY The Bonds are subject to mandatory redemption on any Interest REDEMPTION FROM Payment Date, in par, from prepayments of Special Taxes made in PROPERTY OWNER accordance with the Ordinance of the City establishing the Area(the PREPAYMENT: "Establishing Ordinance")and deposited into the Special Redemption Account of the Bond Fund,at a redemption price of par, together with accrued interest on such Bonds to the date of EXHIBIT CCC redemption. The Bonds will be called in order of maturity. When the amount on deposit in the Special Redemption Account equals$1,000,such amount shall be used to redeem Bonds on the next Interest Payment Date at the redemption prices set forth above. ACCELERATION: The Indenture does not permit the acceleration of the principal of the Bonds upon the occurrence of an Event of Default under the Indenture. ABATEMENT: Annually on or before the last Tuesday in December,the City shall adopt an abatement ordinance abating the Special Tax to the extent monies are on deposit in the Principal and Interest Account of the Bond Fund and to adjust the levy for prepayment that occurred during the year. BOND COUNSEL: Foley &Lardner UNDERWRITER: William Blair& Company TRUSTEE: Bank of New York BILLING AND The County will bill and collect the special service area tax. COLLECTING: ADMINISTRATOR: The City will hire David Taussig&Associates as the special service area administrator(the"Administrator)to assist the City in the levy, abatement and collection process. tM AN ,1-gas ...j �5IM 1" ; � g1•Tjl'?�•— j.. an L �..nrr: JJ r u•it t �II��i1�tJi�i{a��... Ur�s�?E'n tn1�iJ"-��:��r_.�t1i I ilx'ivl y, _Fri ini i as—L s t;' ii'-. u np rlfuu{i�L^d t�PV +m mu 'i I� ♦ 1�'u L� ii 4i{je'irsH�i+ r�_r I��.1.C:_�fi'�1 ' /��1 wmunr x 111 M. V ��pj, Ii tii�4'1;�8rJr'IX_I_I' ^ rF--- � •' f�,r. '�ip•'�.! �Y��-1 sal ��1p�€�w_ �,� 6� ell rlJr FAIT t aw Uml r / 5 FAA w �' � 1 e IF M1r- U,WWI WA M EXHIBIT "EEE" RECAPTURE AGREEMENT (See following six pages) 8—1 rnlulnllilp� -- �_ • inn nn uu- �� m nrl Illn __u:nJnOn14: n°' Bill f. �•�•.rwmn vll`.y �'--..:niln!Id'':ul� 'dap. Z�SM-d� .C�ii . �� =�Di.►� o::nm nnnu m:uni �d iYl ..' "�i�°? ORE-II1111111111\. .�.`� 1:1.10, ..,:_-•:RONNIE m r=== PURI .tC NMI of vim. 1 AM i a ;:- 11111 �:. . : �f� , • ,���l/1111_..., ii , ®�� /F�,,,,��•' �,■ Ifa'p�\swo Je Tye%� �f �';�I.0�i '�Alin IIIli7, �I� .�.�• � . , 1111111=— �fif "10 Ii....•,�;i . pal 1.uSV` *1 �►`i.anlia�ra '' ►;gar, : = ►�-F, ���►��1 a\ .�amm., N. W-W oz I ►I nncelMl_- �•��►1�1i►�-�� �®G°.�� � 'T4 Ix --� ` 1 ��` .I �. RECAPTURE/RECOVERY AGREEMENT THIS RECAPTURE AGREEMENT("Agreement"), is made and entered as of the_day of 200,by and between the UNITED CITY OF YORKVILLE, an Illinois municipal corporation("CITY") and ("DEVELOPER"). RECITALS: A. DEVELOPER is the OWNER and DEVELOPER of that certain real estate development located within the corporate limits of the CITY and commonly known as ("Subdivision"). B. DEVELOPER and the CITY have heretofore entered into that certain Annexation Agreement dated , 2006 ("Annexation Agreement") pertaining to the annexation and development of the Subdivision within the CITY. C. DEVELOPER desires to recapture an allocable share of the costs of constructing certain of the public improvements for the Subdivision ('Recapture Items") which will provide benefit to other properties ('Benefited Properties") from the OWNERS of the Benefited Properties ("Benefited OWNERs"). D. DEVELOPER and the CITY are desirous of entering into this Agreement to provide for the fair and allocable recapture by DEVELOPER of the proportionate costs of the Recapture Items from the Benefited OWNERS, subject to the terms and conditions set forth in this Agreement. NOW,THEREFORE, in consideration of the foregoing recitals and the mutual covenants hereinafter set forth, and for other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged by the parties hereto,the parties hereby agree as follows: I. RECAPTURE ITEMS. The Recapture Items, being elements of the public improvements to be constructed as a part of the development of the Subdivision, are identified in Attachment "A" attached hereto('Recapture Schedule"). The Recapture Schedule identifies each Recapture Item and the estimated cost to construct each Recapture Item ("Estimated Cost"). DEVELOPER shall cause each of the Recapture Items to be constructed in compliance with the provisions of the Annexation Agreement and to be accepted and conveyed to the CITY in accordance with applicable ordinances of the CITY. 2. BENEFITED PROPERTIES. The Benefited Properties are legally described in the Recapture Schedule attached hereto as Attachment "B". Each parcel of real estate contained within the Benefited Properties is referred to herein individually as a "Benefited Parcel". There are a total of C_J Benefited Parcels as identified in the Recapture Schedule. 3. RECAPTURE COSTS. The Recapture Item(s)which the Corporate Authorities of the CITY have determined will benefit a Benefited Parcel, and the prorata share of the Estimated Cost of each such Recapture Item to be allocated to such Benefited Parcel are set forth in the Recapture Schedule. The aggregate amount of the proportionate share of the Estimated Cost for each of the Recapture Items allocable to a Benefited Parcel is referred to herein as the "Recapture Costs". The Recapture Costs for each of the Benefited Parcels shall be as identified in the Recapture Schedule. Interest shall accrue on the Recapture Costs for the benefit of DEVELOPER at the rate of six percent(6 %) per annum from the date the Recapture Item is completed until the Recapture Cost is paid. All references to Recapture Costs herein shall include accrued interest owed thereon. 4. COLLECTION OF RECAPTURE COSTS. The CITY shall assess against and collect from the Benefited OWNER of a Benefited Parcel, or any portion thereof, his successors and assigns,the Recapture Cost, calculated under Paragraph 3 of this Agreement for such Benefited Parcel. At such time as a Benefited OWNER, or its agent or representative, annexes and/or subdivides a Benefited Parcel, or any portion thereof, or subdivides the Benefited Parcel from a larger parcel of land, or applies to the CITY for issuance of permit for connection to all or any of the Recapture Items, whichever shall first occur, the CITY shall collect from such Benefited OWNER, or its agent or representative,the applicable Recapture Costs, owed hereunder by such Benefited Parcel. No Benefited Parcel which is a part of a subdivision (whether by plat or division by deed) shall be approved or recognized by the CITY or be issued a connection permit to a Recapture Item by the CITY until such Benefited Parcel has fully paid the applicable Recapture Costs, owed by such Benefited Parcel under this Agreement. 5. PAYMENT OF RECAPTURE COSTS. Any Recapture Costs, collected by the CITY pursuant to this Agreement shall be paid to DEVELOPER, or such other person or entity as DEVELOPER may direct by written notice to the CITY, within thirty(30) days following collection thereof by the CITY. It is understood and agreed that the CITY's obligation to reimburse DEVELOPER shall be limited to funds collected from the Benefited OWNERS as provided herein, and payments made hereunder shall be made solely out of said funds. This Agreement shall not be construed as creating any obligation upon the CITY to make payments from its general corporate funds or revenue. 6. CITY'S OBLIGATION. The CITY and its officers, employees and agents shall make all reasonable efforts to make the aforesaid collections of the Recapture Costs, for each Benefitted Parcel. Neither the CITY or any of its officials shall be liable in any manner for the failure to make such collections, and DEVELOPER agrees to hold the CITY, its officers, employees and agents, harmless from the failure to collect said fees. In any event, however, DEVELOPER and/or the CITY may sue any Benefited OWNER owing any Recapture Costs, hereunder for collection thereof, and in the event DEVELOPER initiates a collection lawsuit,the CITY agrees to cooperate in DEVELOPER's collection attempts hereunder by allowing full and free access to the CITY's books and records pertaining to the subdivision and/or development of the Benefited Parcel and the collection of any Recapture Costs therefore. In the event the CITY and any of its agents, officers or employees is made a party defendant in any litigation rising out of or resulting from this Agreement, DEVELOPER shall defend such litigation, including the interest of the CITY, and shall further release and hold the CITY harmless from any judgment entered against DEVELOPER and/or the CITY and shall further indemnify the CITY from any loss resulting therefrom, except to the extent such loss results from the grossly negligent or willfully wrongful act or conduct of the CITY or any of its agents, officers or employees. 7. CITY'S COLLECTION OF OTHER FEES AND CHARGES. Nothing contained in this Agreement shall limit or in any way affect the rights of the CITY to collect other fees and charges pursuant to CITY ordinances, resolutions, motions and policies. The Recapture Costs provided for herein for each Benefited Parcel is in addition to such other CITY fees and charges. 8. TERM. This Agreement shall remain in full force and effect for a period of twenty (20) years from the date hereof, unless sooner terminated by the mutual agreement of the parties hereto or by the completion of all duties to be performed hereunder. In the event no portion of a Benefited Parcel is a part of a subdivision approved or recognized by the CITY and no connection permit as aforesaid is issued by the CITY for such Benefited Parcel within ten years following the date of this Agreement, this Agreement, and each and every duty and undertaking set forth herein pertaining to such Benefited Parcel, shall become null and void and of no further force and effect as to such Benefited Parcel. 9. LIEN. The recordation of this Agreement against the Benefited Properties shall create and constitute a lien against each Benefited Parcel, and each subdivided lot hereafter contained therein, in the amount of the Recapture Costs, plus interest, applicable hereunder to such Benefited Parcel. 10. MISCELLANEOUS PROVISIONS. A. Agreement: This Agreement may be amended upon the mutual consent of the parties hereto from time to time by written instrument and conformity with all applicable statutory and ordinance requirements and without the consent of any other person or corporation owning all or any portion of the Benefited Properties. B. Binding Effect: Except as otherwise herein provided,this Agreement shall inure to the benefit of and be binding upon the successors and assigns of DEVELOPER and any successor municipal corporation of the CITY. C. Enforcement: Each party to this Agreement, and their respective successors and assigns, may either in law or in equity, by suit, action, mandamus, or other proceeding in force and compel performance of this Agreement. D. Recordation: A true and correct copy of this Agreement shall be recorded, at DEVELOPER's expense, with the Kendall County Recorder's office. This Agreement shall constitute a covenant running with the land and shall be binding upon the Benefited Properties in accordance with the terms and provisions set forth herein. E. Notices: Any notice required or desired to be given under this Agreement, unless expressly provided to the contrary herein, shall be in writing and shall be deemed to have been given on the date of personal delivery, on the date of confirmed telefacsimile transmission provided a hard copy of such notice is deposited-in the U.S. mail addressed to the recipient within twenty-four hours following the telefacsimile transmission, or on the date when deposited in the U.S. Mail, registered or certified mail, postage prepaid, return receipt requested, and addressed as follows: If to CITY: United CITY of Yorkville Attn: CITY Clerk 800 Game Farm Road Yorkville, I160560 Fax: (630) 553-4350 with a copy to: John Wyeth, Esq. 800 Game Farm Road Yorkville, It 60560 Fax: (63)0) 553-4350 If to OWNER F. Severabilitv: The invalidity or unenforceability of any of the provisions hereof, or any charge imposed as to any portion of the Benefited Properties, shall not affect the validity or enforceability of the remainder of this Agreement or the charges imposed hereunder. G. Complete Agreement: This Agreement contains all the terms and conditions agreed upon by the parties hereto and no other prior agreement, excepting the Annexation Agreement, regarding the subject matter of this Agreement shall be deemed to exist to bind the parties. This Agreement shall be governed by the laws of the State of Illinois. H. Captions and Paragraph Headings: Captions and paragraph headings incorporated herein are for convenience only and are not part of this Agreement, and further shall not be used to construe the terms hereof. I. Recitals and Exhibits: The recitals set forth at the beginning of this Agreement and the exhibits attached hereto are hereby incorporated into this Agreement and made a part of the substance hereof. J. Enforceability:This Agreement shall be enforceable in the Circuit Court of Kendall County by any of the parties hereto by an appropriate action of law or in equity to secure the performance of the covenants herein contained. WACURRENT PROJECTS\CHALLY FARWANNEXATION AGREEMENT\CHALLY ANNEXATION AGREEMENT FINAL DRAFT.DOC 6/2/2006 IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals as of the date first above written. DEVELOPER: CITY: UNITED CITY OF YORKVILLE, an Illinois municipal corporation By: By: Mayor Title: President Attest: Dated: CITY Clerk A-1 L7 7c STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) I ORDINANCE NO. 2006- AN ORDINANCE AUTHORIZING THE EXECUTION OF AN ANNEXATION AGREEMENT OF (Yorkwood Estates) WHEREAS, it is prudent and in the best interest of the UNITED CITY OF YORKVILLE, Kendall County, Illinois,that a certain Annexation Agreement pertaining to the annexation of real estate described on the Exhibit"A" attached hereto and made a part hereof entered into by the UNITED CITY OF YORKVILLE; and WHEREAS, said Annexation Agreement has been drafted and has been considered by the City Council; and WHEREAS,the legal owners of record of the territory which is the subject of said Agreement are ready, willing and able to enter into said Agreement and to perform the obligations as required hereunder; and WHEREAS, the statutory procedures provided in 65 ILCS I I-15.1.1, as amended, for the execution of said Annexation Agreement has been fully complied with; and Page 1 of 3 WHEREAS, the property is presently contiguous to the City. NOW THEREFORE, BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILE, KENDALL COUNTY, ILLINOIS,AS FOLLOWS; Section 1: The Mayor and the City Clerk are herewith authorized and directed to execute, on behalf of the City, an Annexation Agreement concerning the annexation of the real estate described therein, a copy of which Annexation Agreement is attached hereto and made a part hereof. Section 2: This ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURD PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,this Day of A.D. 2006. MAYOR Page 2 of 3 Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville,IL 60560 Page 3 of 3 7b. STATE OF ILLINOIS ) ) ss COUNTY OF KENDALL ) ORDINANCE NO.2006- AN ORDINANCE ANNEXING CERTAIN TERRITORY TO THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS (Yorkwood Estates) WHEREAS, a written petition, signed by the legal owner of record of all land within the territory hereinafter described, has been filed with the City Clerk of the United City of Yorkville, Kendall County, Illinois, requesting that said territory be annexed to the United City of Yorkville; and, WHEREAS, there are no electors residing within the said territory, and, WHEREAS, the said territory is not within the corporate limits of any municipality but is contiguous to the United City of Yorkville; and, WHEREAS, legal notices regarding the intention of the United City of Yorkville to annex said territory have been sent to all public bodies required to receive such notices by state statute; and, WHEREAS, copies of such notices required to be recorded, if any, have been recorded in the Office of the Recorder Kendall County, Illinois; and, WHEREAS,the legal owner of record of said territory and the United City of Yorkville have entered into a valid and binding annexation agreement relating to such territory; and, WHEREAS, all petitions, documents, and other necessary legal requirements are in full compliance with the terms of the annexation agreement and with the statutes of the State of Illinois, specifically Section 7-1-8 of the Illinois Municipal Code; and, WHEREAS, it is in the best interests of the United City of Yorkville that the territory be annexed thereto, NOW, THEREFORE,BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: SECTION 1: The following described territory, That territory described in the Legal Description which is attached hereto and made apart of this Ordinance. that territory also being indicated on an accurate map of the annexed territory (which is attached hereto and made a part of this Ordinance), is hereby annexed to the United City of Yorkville,Kendall County, Illinois. SECTION 2: The City Clerk is hereby directed to record with the Kendall County Recorder and to file with the Kendall County Clerk a certified copy of the Ordinance, together with an accurate map of the territory annexed attached to this Ordinance. SECTION 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURR PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560 STATE OF ILLINOIS ) ss COUNTY OF KENDALL ) ORDINANCE NO.2006- AN ORDINANCE REZONING CERTAIN PROPERTY IN FURTHERANCE OF AN ANNEXATION AGREEMENT (Yorkwood Estates) WHEREAS, JS &WD Development, LLC is the legal owner of record of property described on Exhibit"A" attached hereto and incorporated herein(the Property), and WHEREAS Wyndham Deerpoint Homes and JS &WD Development, developers of the Property has made application by petition for the rezoning of the Property pursuant to an Annexation of the Property, and WHEREAS, owners and developers have previously entered into an agreement for annexation, and zoning of the property, and WHEREAS,the Yorkville Plan Commission has recommended the rezoning of the property as R-2 Residential District. NOW, THEREFORE BE IT ORDAINED BY THE MAYOR AND THE CITY COUNCIL OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY, ILLINOIS UPON MOTION DULY MADE, SECONDED AND APPROVED BY THE MAJORITY OF THOSE MEMBERS OF THE CITY COUNCIL VOTING, THAT: 1. The City Council approves the recommendation of the Plan Commission and hereby rezones the property as R-2 Residential District as described in attached Exhibit `B" (Legal Description of the Property). I 2. The Property shall be developed according to the terms of an Annexation Agreement previously adopted. 3: This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. JAMES BOCK JOSEPH BESCO VALERIE BURR PAUL JAMES DEAN WOLFER MARTY MUNNS ROSE SPEARS JASON LESLIE Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,this Day of A.D. 2006. MAYOR Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this day of A.D. 2006. ATTEST: CITY CLERK Prepared by: John Justin Wyeth City Attorney United City of Yorkville 800 Game Farm Road Yorkville, IL 60560