Project Narrative

General:

The intent of this revision to the PUD for Deerfield Senior Residences Project located at 1627 LakeCook Road which was approved by the Village Board in December, 2017 is to alter the proposed access to the Porte Cochere on the west side of the Deerfield Senior Residences building.

This revision is a result of our current inability to execute an easement agreement with the owners of our neighbor to the West (Arbor Lakes); we were working with the Campbell family to complete this agreement when the property became under-contract to be sold. The Campbell family stopped the negotiations because they did not want to encumber the eventual purchaser. The sale of Arbor Lakes closed on Monday, October 29, 2018 to Stanton Road Capital. We have had two discussions (October 16th and November 2nd) with Stanton Road Capital and have sent them an easement agreement that reflects our approved PUD Approval. The responses have been slow and in order to close on the project with our capital partners we are looking at another option in case we cannot come to agreement with Stanton Road Capital. Our goal is to try and execute the agreement with Stanton Road Capital but, we are currently at a standstill and want to make sure we can move the project forward; thus, we are submitting this revision to the approved PUD.

Detail:

The changes are shown on the revised plan prepared by Gewalt Hamilton Engineers as follows:

 A new full (in/out) access located in the southwest corner of the site.  A one-way drive extension from the point of entry to the parking garage to the north parking area.  The change from a full-access to a right-in/right-out access from the Wilmot Road extension into Arbor Lakes Drive.

We have attached a copy of the revised and approved plan for your reference.

John Burke

Vice President of Construction – Senior Living

Banner Development

DEVELOPMENT AGREEMENT / CJE SENIOR LIFE DEERFIELD

THIS DEVELOPMENT AGREEMENT (this “Agreement”) is entered into this ___ day of ______, 2018, by and between DEERFIELD SENIOR RESIDENCES PROPERTY OWNER, LLC, a Delaware limited liability company (referred to as the “Developer”), and the VILLAGE OF DEERFIELD, an municipal corporation (the “Village”).

RECITALS

WHEREAS, Developer intends to purchase a certain parcel of unimproved property with an area of approximately 5.2 acres at 1627 Lake Cook Road, Deerfield, Illinois, which is legally described on Exhibit A attached hereto and made a part hereof (the “Subject Property”); and,

WHEREAS, Developer has submitted various plans, elevations, schedules, specifications and other documents comprising its Final Development Plan, as that term is defined in the Village Zoning Ordinance, to the Village Plan Commission, which has issued its recommendation for approval; and

WHEREAS, the Village’s corporate authorities have received and approved the favorable recommendation of the Village Plan Commission relating to the Final Development Plan, and have determined that the Village’s best interests will be served by approving the Final Development Plan to authorize and permit the development and use of the Subject Property as a 240 unit independent senior living facility, subject to the provisions of Village Ordinance No. 0-17-31; and

WHEREAS, the Village’s corporate authorities have adopted or, contemporaneously with the adoption of this Agreement will adopt, all necessary ordinances, passed all necessary motions, and otherwise granted, all necessary approvals approving the Final Development Plan; and

WHEREAS, the Village has heretofore adopted the Village Development Code (the “Development Code”) by Ordinance No. 0-93-53, which requires that the Village and a developer enter into a development agreement relative to the development of the certain types of properties located within the Village, including developments such as the Final Development Plan; and

WHEREAS, in accordance with Article III of the Development Code, this Agreement has been reviewed by the Director of Community Development and the Village Engineer, who have made recommendations to the President and Board of Trustees of the Village of Deerfield; and

WHEREAS, the parties now desire to enter into this Development Agreement, pursuant to the applicable provisions of the Development Code, for the purposes set forth in the Development Code; and

WHEREAS, the parties have entered into, or contemporaneously with the adoption of this Agreement will enter into, an Impact Fee Agreement and Construction Permit Agreement, which are adopted and incorporated herein by reference.

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IT IS THEREFORE AGREED by and between the parties hereto, as follows:

1. Incorporation of Recitals and Exhibits. The above and foregoing recitals, being material to this Agreement, are hereby incorporated and made a part of this Agreement as if fully set forth herein. The Exhibits attached to this Agreement are expressly incorporated herein.

2. Identification of Development/Improvement Plan.

A. For purposes of this Agreement, the “Development Plan” for the Subject Property shall consist of the documents listed on Exhibit B hereto, which documents have been approved by the President and Board of Trustees pursuant to the Development Code, and which are hereby incorporated and made a part of this Agreement by this reference.

B. In accordance with Section 3-101-B of the Development Code, the Developer has provided the Village Engineer and the Director of Community Development with copies of a Final Improvement Plan as a part of its Development Plan. The term “Improvement Plan” when used herein shall include only those documents and/or plans or those specific parts of documents and/or plans listed in Exhibit B that depict public or private improvements that are Guaranteed Improvements as defined in Section 5(A) below. Said final engineering plans are identified as a part of Exhibit B. The Developer agrees to grant to the Village all easements reasonably requested by the Village which are depicted on the Developer’s Final Development Plan.

3. Site Development Schedule. In accordance with Section 3-102-B(4)(a) of the Development Code, the development of the Subject Property will proceed substantially in accordance with the schedule attached hereto as Exhibit C and made a part hereof. The parties recognize and acknowledge that this development schedule is subject to variables relating to weather, strikes, work stoppages, acts of God and other matters outside of the reasonable control of the Developer or their contractors and subcontractors.

4. Improvement Plan Details. In accordance with Section 3-102-B(4)(b) of the Development Code, all proposed improvements are depicted and detailed on the Improvement Plan.

5. Performance Guaranty. Except as provided in the following Paragraphs A and B, Developer shall submit a performance guarantee as required by Article IV of the Development Code.

A. In accordance with Article IV and Section 3-102-B(4)(c) of the Development Code, Developer shall provide to the Village, no later than the issuance date of the general building permit, in a form satisfactory to the Village, an irrevocable commercial letter of credit equal to 110% of the total cost estimate approved by the Village Engineer for access roads, erosion control, sidewalks, utilities, fire hydrants, drainage and landscaping (the “Guaranteed Improvements”) which are described on the Improvement Plan. In addition, the Village agrees that Developer may post cash in lieu of a letter of credit, which cash shall be held in an interest bearing account

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controlled by the Village, with interest to be credited and paid to Developer upon any refund of said security.

B. At the time that Developer completes Guaranteed Improvement(s) in accordance with the Improvement Plan and makes payments for such Guaranteed Improvement(s) and partial reduction of the letter of credit, Developer shall provide Village with documentation: (i) identifying the specific Guaranteed Improvements completed by Developer, (ii) the estimated cost for such Guaranteed Improvements, (iii) certificates from the Inspecting Engineer (defined below) that such Guaranteed Improvements have been fully and satisfactorily completed, (iv) all appropriate contractor and/or subcontractor lien waivers for the work performed and materials supplied for the specific Guaranteed Improvements, and (v) such other and further invoices, bills, contracts or documentation as the Village shall reasonably request to evidence completion of the Guaranteed Improvements in accordance with the Improvement Plan. Except as expressly modified herein, all reductions and the final discharge of the letter of credit or other security shall be in accordance with Sections 4-107 and 4-109 of the Development Code.

6. Inspecting Engineer. Pursuant to Section 4-106 of the Development Code, the Village Engineer, or any mutually acceptable registered professional engineering firm designated by the Village Engineer, shall be the “Inspecting Engineer” authorized to ensure that the development complies with the approved Improvement Plan, the Village Standards, and Specification Manual and this Agreement. To the extent that the Village Engineer designates a professional engineering firm to serve as the Inspecting Engineer, such Inspecting Engineer shall invoice the Village for engineering services rendered, and the Developer shall promptly reimburse the Village for such engineering fees and costs, subject to the limitations in Chapter 20, Article 2, Section 9.215(3) of the Village Municipal Code.

7. Remedies. Upon the occurrence of a breach of this Agreement, any party in a court of competent jurisdiction may obtain all appropriate relief, including but not limited to specific performance, injunction or damages. Notwithstanding the foregoing, before the failure of any party to perform its obligation under this Agreement may be considered a breach, the party claiming such failure shall notify, in writing, the party alleged to have failed to perform, and shall demand performance. No breach may be found to have occurred if performance has commenced to the reasonable satisfaction of the complaining party within thirty (30) days of receipt of such notice and if the failing party proceeds diligently and expeditiously to cure such failure.

8. Compliance with Other Rules and Regulations. Except as specifically provided herein, the development of the Subject Property shall proceed in accordance with the ordinances described herein above and with applicable provisions of the Municipal Code of the Village of Deerfield of 1975, as amended.

9. Successors, Assigns and Grantees. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns and grantees; provided, however, for avoidance of doubt, no lender, or an affiliate of lender, of Developer acquiring the Subject Property through foreclosure or deed in lieu of foreclosure shall have an obligation to

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complete any improvements unless lender or its affiliate expressly assumes the obligations of the Developer under the Development Plan.

10. Captions. The captions herein are inserted for the convenience of the parties and are not to be construed as an integral part of the Agreement.

11. Governing Law. This Agreement shall be governed by and construed in accordance with Illinois law.

12. Authority. The parties warrant and represent that they have the power and authority to enter into this Agreement in the names, titles and capacities herein stated.

13. Notices. All notices, elections and other communications between the parties hereto shall be in writing and shall be mailed by certified mail, return receipt requested, postage prepaid or delivered personally to the parties at the following addresses, or to such other addresses as the parties by “notice” shall designate:

If to the Village: Attn: Village Manager Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015

with a copy to: Peter Coblentz Rosenthal, Murphey & Coblentz Deerfield, Illinois 60015 30 North LaSalle Street, Suite 1624 , Illinois 60602

To the Developer: Deerfield Senior Residences Property Owner, LLC Attn: William T. Henry and John Burke c/o Banner Development, LLC 500 Skokie Blvd., Suite 600 Northbrook, Illinois 60062 with a copy to: Barry B. Nekritz Faegre Baker Daniels, LLP 311 S. Wacker Drive, Suite 4300 Chicago, Illinois 60606

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14. Severability. If any provision, covenant, agreement or portion of this Agreement is held invalid, such invalidity shall not affect the application or validity of such other provisions, covenants or portions of this Agreement.

15. Entire Agreement. This Agreement supersedes any prior agreements, negotiations and exhibits and is a full integration of the entire Agreement of the parties. The exhibits to this Agreement are expressly incorporated herein.

16. Counterparts and Duplicate Original. This Agreement may be executed in any number of counterparts and duplicate originals, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the date and year first written above.

VILLAGE OF DEERFIELD DEERFIELD SENIOR RESIDENCES Lake and Cook Counties, Illinois, PROPERTY OWNER, LLC, a municipal corporation a Delaware limited liability company

By: ______By: ______Name: ______Name: ______Title: ______Title: ______

ATTEST: ATTEST:

______Village Clerk Name: ______Title: ______

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Exhibit A

The Subject Property is legally described as follows:

LOT 2 OF THE AMLI LAKE COOK ROAD SUBDIVISION, BEING A SUBDIVISION OF PART OF THE SOUTHEAST QUARTER OF SECTION 18 AND THE NORTHEAST QUARTER OF SECTION 19, TOWNSHIP 42 NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, ACCORDING TO THE PLAT THEREOF RECORDED WITH THE COOK COUNTY RECORDER OF DEEDS AS DOCUMENT NO. 1334719084.

COMMON ADDRESS: 1627 Lake Cook Road, Deerfield, IL 60015

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Exhibit B

Exhibits to an Ordinance Approving the Final Development Plan for an Independent Living Facility Located at 1627 Lake Cook Road and Amendments to the Weinberg Planned Unit Development Allowing for Setback and Sign Modifications

1. Site Context Plan prepared by Teska Associates, Inc. (Sheet SCP-1) dated June 12, 2017 2. Preliminary Site Plan & Data Table prepared by Teska Associates, Inc. (Sheet SP- 1) dated Aug. 3, 2017 3. Illustrative Building Site Coverage and Open Space Plan prepared by Teska Associates, Inc. (Sheet SP-2) dated June 12, 2017 4. Landscape Architecture Plans prepared by Teska Associates, Inc. dated June 12, 2017 4a. Existing Tree Inventory and Removal Plan (Sheet L1.0) dated June 12, 2017 4b. Site Landscape Planting Plan (Sheet L1.1) dated June 12, 2017 4c. Landscape Enlargement for North Courtyard Area (Sheet L1.2) dated June 12, 2017 4d. Landscape Enlargement for South Courtyard Area (Sheet L1.3) dated June 12, 2017 4e. Plant Palette (Sheets L1.4 & L1.5) dated June 12, 2017 5. Architectural Renderings prepared by NORR 5a. Aerial View dated June 12, 2017 5b. Aerial cropped View dated June 12, 2017 5c. Southwest Corner View dated June 12, 2017 5d. Northwest Corner View dated June 12, 2017 6. Architectural Plans prepared by NORR 6a. Ground Floor Plan dated Aug. 3, 2017 6b. Second Floor Plan dated Aug. 3, 2017 6c. Typical Floor Plan dated Aug. 3, 2017 6d. Typical Floor Plan dated Aug. 3, 2017 6e. Roof Plan dated Aug. 3, 2017 6f. Sections dated Aug. 3, 2017 7. Architectural Elevations prepared by NORR 7a. West Elevation dated Aug. 3, 2017 7b. South Elevation dated Aug. 3, 2017 7c. East Elevation dated Aug. 3, 2017 7d. North Elevation dated Aug. 3, 2017 7e. East Courtyard Elevation dated Aug. 3, 2017 7f. West Courtyard Elevation dated Aug. 3, 2017 8. Signage Illustrative Plan dated June 12, 2017 9. On Site Lighting and Photometric Drawings prepared by Gewalt Hamilton Associates, Inc. 9a. Fixture Cut Sheets dated June 12, 2017 9b. Parking Lot Lighting Notes (Sheet E1) dated June 12, 2017 9c. Parking Lot Lighting Plan (Sheet E2) dated June 12, 2017 9d. Parking Lot Photometric (Sheet E3) dated June 12, 2017 9e. Parking Lot Lighting Details (Sheet E4) dated June 12, 2017 10. Final Plat of Project Site, prepared by Gewalt Hamilton Associates, Inc., dated Aug. 3, 2017 11. Civil Engineering Plans prepared by Gewalt Hamilton Associates, Inc. 11a. Civil Site Plan (Sheet C1) dated Aug. 3, 2017

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11b. Existing Condition (Sheet C2) dated Aug. 3, 2017 11c. Geometric and Utility Plan (Sheet C3 and C4) dated Aug. 3, 2017 11d. Grading Plan (Sheet C5) dated Aug. 3, 2017 12. Geotechnical Report prepared by Testing Service Cooperation, dated Dec. 11, 2008 13. Traffic Study prepared by Gewalt Hamilton Associates, Inc. dated Aug. 3, 2017 14. Fire Exhibit Plan prepared by Gewalt Hamilton Associates, Inc. dated June 12, 2017

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EXHIBIT C SITE DEVELOPMENT SCHEDULE

Plan Commission and City Approval Process:

The final approval (public hearing) at Village Board is Tuesday, September 5, 2017. Two readings are expected after this date, to conclude on or around December 4, 2017

Final Plans and Specs, Building Permits and Bidding Process:

Demolition permit submittal – March 1, 2018 Sitework permit plus Foundation & Podium (1st flr) Structure Only submittal – April 1, 2018 General Bldg permit submittal (excludes site, foundation and podium structure phase) – July 1, 2018 Bidding will occur simultaneously with permit period. The permit review period is assumed to be one month per phase (excluding demolition).

Construction Start:

Demolition start – April 1, 2018, complete June 1, 2018 Sitework, Foundation and Podium Structure Only, start construction – June 15, 2018 Balance of construction, start construction – Aug. 1, 2018

First Certificate of Occupancy:

First stage of occupancy- certificate of Occupancy is expected on Nov. 1, 2019

Final Certificate of Occupancy:

Final Certificate of Occupancy is expected on April 1, 2020

[NTD: PLEASE UPDATE EXHIBIT C WITH REVISED DEVELOPMENT SCHEDULE SO THAT DEVELOPER IS NOT IN DEFAULT UPON ITS EXECUTION OF THE DEVELOPMENT AGREEMENT]

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