16-9 • e
Resolution No. 16-9
RESOLUTION
AUTHORIZING EXECUTION OF FOURTH AMENDMENT
TO DEVELOPMENT AGREEMENT WITH FORECOM CHALLENGER, INC.,
MICHAEL H. ROSE, RANDALL 90, LLC, HEATH 79, LLC,
SWC RAND& WILLOW, LLC AND WOLF & LARAWAY, LLC REGARDING THE
RELEASE OF LOT 8 AND LOT 9 FROM THE AUTO MALL RESTRICTION
AND OTHER AMENDMENTS
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
David J. Kaptain, Mayor, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and
directed to execute fourth amendment to development agreement on behalf of the City of Elgin with
Forecom Challenger, Inc., Michael H. Rose, Randall 90, LLC, Heath 79, LLC, SWC Rand &
Willow,LLC and Wolf&Laraway,LLC regarding the release of Lot 8 and Lot 9 from the Auto Mall
Restriction and other amendments, a copy of which is attached hereto and made a part hereof by
reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: January 27, 2016
Adopted: January 27, 2016
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
FOURTH AMENDMENT
TO
DEVELOPMENT AGREEMENT
This Fourth Amendment to Development Agreement ("Fourth Amendment"), dated as of
this 27 day of January,2016,is made and entered into by and among the City of Elgin,an Illinois
municipal corporation(the"City"),Forecom Challenger,Inc.,an Illinois corporation("Forecom"),
Michael H. Rose("Rose"),Randall 90,LLC, an Illinois limited liability company ("Randall 90"),
Heath 79, LLC, an Illinois limited liability company ("Heath 79"), SWC Rand & Willow, LLC,
an Illinois limited liability company ("SWC"), and Wolf& Laraway, LLC, an Illinois limited
liability company ("Wolf', collectively with Randall 90, Heath 79, and SWC being collectively
referred to in this Fourth Amendment as the"Randall 90 Group"and collectively with Rose as the
"Rose Parties"and each a"Rose Party"). The City,Forecom and the Rose Parties are collectively
referred to in this Fourth Amendment as the "Parties"and each a"Party".
WITNESSETH
WHEREAS,as of December 5,2007,the City and Randall 90 entered into a Development
Agreement(the "Original Development Agreement")concerning the real estate legally described
on Exhibit"A"to this Fourth Amendment(the"Property"); and
WHEREAS,the Property was subdivided pursuant to that certain final plat of subdivision
recorded in the Office of the Recorder of Deeds in Kane County, Illinois on December 18, 2007
as Document No. 2007K122789(the"Subdivision"); and
WHEREAS, as of February 28, 2008, the City and the Randall 90 Group entered into a
first amendment to the Original Development Agreement(the"First Amendment");and
WHEREAS,as of October 8,2008,the City and the Randall 90 Group entered into a second
amendment to the Original Development Agreement(the"Second Amendment");
WHEREAS, as of November 4, 2009, the City and the Randall 90 Group entered into a
third amendment to the Original Development Agreement (the "Third Amendment"). The
Development Agreement, the First Amendment, the Second Amendment and the Third
Amendment are collectively referred to in this Fourth Amendment as the "Development
Agreement"; and
WHEREAS,the Rose Parties and U.S. Bank, a national banking association, as successor
in interest to the FDIC, as receiver for Park National Bank("U.S.Bank")entered into a Collateral
Assignment of Development Agreement as of March 1, 2010 ("Collateral Assignment"), which
Collateral Assignment was subsequently cancelled by U.S. Bank; and
WHEREAS, U.S. Bank and the Rose Parties entered into that certain Letter Agreement
dated as of December 9, 2013 (the "Letter Agreement");and
WHEREAS, the Rose Parties and U.S. Bank executed and had entered that certain
stipulation and agreed order(the"Agreed Order")regarding the Development Agreement filed in
the Circuit Court of Kane County in Case No. 12 CH 4331 on February 19,2014; and
WHEREAS, U.S. Bank and the Rose Parties, without limitation, entered into that certain
Settlement Agreement dated as of September 30,2014(the"Settlement Agreement"); and
WHEREAS,pursuant to the Settlement Agreement,U.S.Bank and the Rose Parties entered
into that certain Deed In Lieu of Foreclosure Agreement(the"Deed in Lieu Agreement")dated as
of October 13, 2014, regarding the Subdivision, as legally described on Exhibit B to this Fourth
Amendment; and
WHEREAS, Forecom is an affiliate of U.S. Bank, and has been authorized by U.S. Bank
to enter into this Agreement and to give the assurances herein contained; and
WHEREAS, Forecom represents and warrants to the City that Forecom is the successor in
interest to all of U.S. Bank's rights, title and interest to the Development Agreement, the Letter
Agreement, the Agreed Order, the Collateral Assignment, the Deed in Lieu Agreement, and the
Subdivision and that Forecom has the full right and authority to enter into this Fourth Amendment
to the Development Agreement;and
WHEREAS, Section 7 of the Development Agreement provides that every Lot in the
Subdivision is subject to an Auto Mall Restriction which requires that each Lot be utilized
exclusively for New Vehicle Sales for a period of not less than twenty-five (25) years from the
date of issue of the first occupancy permit for a Dealership in the Subdivision; and
WHEREAS,pursuant to paragraph 7(b)of that certain Declaration of Protective Covenants
For Randall Rose Auto Mall Subdivision recorded in the Office of the Recorder of Deeds in Kane
County, Illinois on July 30,2008 as Document No. 2008K061934 (the"Declaration"), Lot 8 and
Lot 9 may, under certain conditions, be released from the Auto Mall Restriction and devoted to
any other uses permitted under City Ordinance No. G68-07, enacted December 5, 2007 (the
"Rezoning Ordinance"), subject to prior approval by the City; and
WHEREAS, Forecom has requested that the City release Lot 8 and Lot 9 from the Auto
Mall Restriction and permit Lot 8 and Lot 9 to be used for any use authorized under the Rezoning
Ordinance; and
WHEREAS, the City finds that releasing Lot 8 and Lot 9 from the Auto Mall Restriction
and allowing said Lots to be used for any use authorized by the Rezoning Ordinance will encourage
the development of Lot 8 and Lot 9,will generate economic growth for the City and will encourage
development of those other portions of the Subdivision which are presently vacant; and
WHEREAS, the City has required that it receive assurances, through this Fourth
Amendment, as to who, as between the Randall 90 Group and Forecom,is now the"Developer"
under the Development Agreement;and
WHEREAS, Forecom,for itself and as an agent of U.S.Bank,has requested that the Rose
Parties join in this Fourth Amendment and the Rose Parties are willing to join in this Fourth
Amendment in order to give the City the assurances it has requested as to which party is currently
the"Developer"under the Development Agreement;and
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WHEREAS, the City is a home rule unit authorized to exercise and perform any function
relating to its government and affairs.
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged,
the Parties agree as follows:
1. Incorporation of Recitals and Exhibits. The recitals set forth above and the exhibits to this
Fourth Amendment are hereby incorporated into this Fourth Amendment in their entirety.
2. Definitions. Every capitalized term not defined in this Fourth Amendment shall have the
meaning ascribed to it in the Development Agreement. For the purpose of clarification,
references to the Developer in the Development Agreement shall be deemed to mean
Forecom as the successor Developer.
3. Certain Acknowledgments and Agreements. Each of the Parties hereby acknowledges and
agrees as follows:
A. The Development Agreement is hereby modified or amended such that Forecom(i)
is the successor,assign and grantee of the Randall 90 Group under the Development
Agreement, (ii)has acquired all of the Randall 90 Group's rights,title and interests
to the Development Agreement and has assumed all of the rights and obligations of
the Randall 90 Group as "Developer" in and under the Development Agreement.
Such rights include, but are not limited to, the right to amend the Development
Agreement and receive any of the Development Incentives to be paid to the
Developer pursuant to the Development Agreement, and, for the avoidance of
doubt, Forecom is entitled to all rights, title, and interest as Developer and of the
Rose Parties under the Development Agreement,the Letter Agreement,the Agreed
Order,and the Deed in Lieu Agreement. Such obligations under the Development
Agreement (collectively, the "Development Agreement Obligations") include,
without limitation, (i) the completion of the Public Improvements as more fully
described in Section 7 below and (ii) the possible relocation (or obligation to
reimburse the City of Elgin for the cost of relocation) of the Subject Stormwater
Drainage Easement as provided for in Section 10 of the Development Agreement.
B. Each of the Rose Parties stipulates, acknowledges and agrees that it is not entitled
to receive any further benefits under the Development Agreement, including,
without limitation, the right to receive any additional Development Incentives
accrued but not yet be paid to the Developer pursuant to the Development
Agreement, including Development Assistance-Part A, Development Assistance-
Part B, Sales Tax Rebates, Honda Special Incentives, and the Lot-1 Buydown, all
as more specifically described in the Development Agreement.
C. The City hereby releases the Rose Parties of any currently unperformed or future
obligations of the "Developer" under and with respect to the Development
Agreement Obligations.
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D. Forecom (i) hereby expressly assumes the Development Agreement Obligations
and(ii) for itself,and on behalf of U.S. Bank, agrees not to pursue any of the Rose
Parties, or any other party to the Settlement Agreement for performance of,
indemnification against, or claims arising in connection with, any Development
Agreement Obligations; provided, however, that the foregoing covenants of
Forecom in this Section 3D shall not apply as to the Rose Parties or any other party
to the Settlement Agreement with respect to any of the following:
1. Any right on the part of Forecom or U.S.Bank to recover any Development
Incentives paid by the City to any of the Rose Parties from and after
February 19,2014;provided,however,that(i)the City and the Rose Parties
represent that the last payment of any Development Incentives by the City
to the Randall 90 Group was a payment of$29,709.79 on or about March
21, 2014 and (ii) Forecom acknowledges that said payment was
subsequently turned over by the Randall 90 Group to U.S. Bank thorough
its counsel on or about April 18,2014.
2. Any breach by any one or more of the Rose Parties of any of its / their
obligations that were to have been performed under the Development
Agreement prior to February 19, 2014 other than (x) the failure of the
Randall 90 Group to properly construct or complete the Public
Improvements,or(y)their failure to post any bond in connection with such
Public Improvements. The City represents that, to its knowledge, the City
is unaware of any breach by the Randall 90 Group of any of its obligations
required to have been performed by it prior to February 19,2014 other than
(x) the failure of the Randall 90 Group to properly construct or complete
the Public Improvements,or(y)their failure to post any bond in connection
with such Public Improvements.
For the absence of doubt, and without limiting the generality of the foregoing, any
future costs associated with the possible relocation of the Subject Stormwater
Drainage Easement as provided for in Section 10 of the Development Agreement
(or expenses incurred to reimburse the City of Elgin for such cost of relocation)
shall be borne by Forecom without any recourse by Forecom or U.S. Bank against
any of the Rose Parties.
E. The Rose Parties hereby forever waive and release all claims against the City,
Forecom and U.S. Bank in connection with the Development Agreement.
4. Further Amendments to Development Agreement. Each of the Parties agrees that the
Development Agreement is hereby further amended as follows:
A. Exhibit A to the Development Agreement is hereby amended by deleting therefrom
Lot 8 and Lot 9 in the Subdivision. Lot 8 and Lot 9 are no longer included within
the Development Agreement and are not subject to the terms of the Development
Agreement. Without limiting the foregoing, the Auto Mall Restriction shall no
longer be applicable to Lot 8 and Lot 9 in the Subdivision and it is further agreed
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and understood that Lot 8 and Lot 9 in the Subdivision shall no longer be eligible
for any of the Development Incentives provided for in the Development Agreement
for the Auto Mall project development. With the sole exception of the provisions
of Section 6 of this Fourth Amendment with respect to Forecom's obligation to
complete the Public Improvements within the Subdivision,and for the purposes of
further clarification,the terms and provisions of the Development Agreement shall
no longer include or be applicable to Lot 8 and Lot 9 in the Subdivision,including,
but not limited to,the defined term"Subdivision"shall no longer include Lot 8 and
Lot 9.
B. Section 2 of the Development Agreement entitled "Defmitions" be and is hereby
amended by amending the definition of "Development Assistance-Part A" by
amending and reducing the amount referred to therein of Three Million Five
Hundred Thousand Dollars ($3,500,000.00) to the amount of Two Million Seven
Hundred Twenty Two Thousand Two Hundred and Twenty-Two Dollars and
Twenty-Two Cents ($2,722,222.22).
C. Section 2 of the Development Agreement entitled "Definitions" be and is hereby
further amended by amending the definition of"Development Assistance-Part B"
by amending and reducing the amount referred to therein of Two Million One
Hundred Thousand Dollars ($2,100,000.00) to the amount of One Million Six
Hundred Thirty-Three Thousand Three Hundred Thirty-Three Dollars and Thirty-
Three Cents($1,633,333.33).
D. Section 3 of the Development Agreement entitled "Development Assistance-Part
A and Part B" is hereby amended by amending subsections (a)through(d)thereof
to read as follows:
"3. Development Assistance-Part A and Part B. Subject to the provisions of
paragraph 5 below:
(a) Upon the arrival of the Trigger Date, the City shall pay to the
Developer within thirty (30) days thereafter the Development
Assistance-Part A in the amount of Two Million Seven Hundred Twenty
Two Thousand Two Hundred Twenty Two Dollars and Twenty Two Cents
($2,722,222.22)less Four Hundred Sixty Six Thousand Four Hundred Sixty
Three Dollars and Twenty Eight Cents ($466,463.28) as a deduction for a
portion of the Honda Land Buy Down pursuant to paragraph 5(d)(i), for a
net payment to the Developer of Two Million Two Hundred Fifty Five
Thousand Seven Hundred Fifty Eight Dollars and Ninety Four Cents
($2,255,758.94). Such net payment to the Developer for Development
Assistance-Part A shall be further reduced by the amount of Five Hundred
Fourteen Thousand Eight Hundred Seventy Eight Dollars($514,878.00)as
a further reduction for the Lot 1 Buy Down if the City has previously paid
to the Developer the Lot 1 Buy Down prior to the payment of Development
Assistance-Part A pursuant to Section 3 of the Third Amendment, for a net
payment to the Developer of One Million Seven Hundred Forty Thousand
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Eight Hundred Eighty Dollars and Ninety Four Cents($1,740,888.94). For
purpose of clarification, the actual further reduction of Development
Assistance-Part A of Five Hundred Fourteen Thousand Eight Hundred
Seventy Eight Dollars ($514,878.00) for the Lot 1 Buy Down may be less
than that amount if the City has previously recovered a portion or all of the
Lot 1 Buy Down by deducting sums from dollars otherwise payable by the
City to the Developer of Developer's Sales Tax Rebate generated from retail
sales on Lot 1.
(b) Upon the procurement by Developer of a fourth Dealership
Commitment for the establishment of a fourth Dealership to sell
Enumerated Brands on a fourth Lot,the City shall pay to Developer within
thirty(30)days following the occurrence of such event Two Hundred Fifty
Thousand Dollars ($250,000.00) of the Development Assistance-Part B,
less the amount of Thirty Three Thousand Three Hundred Thirty Two
Dollars and Fifty Cents ($33,332.50) as a deduction for a portion of the
Honda Land Buy Down pursuant to paragraph 5(d)(ii),for a net payment to
Developer of Two Hundred Sixteen Thousand Six Hundred Sixty Seven
Dollars and Fifty Cents($216,667.50).
(c) Upon the procurement by Developer of a fifth Dealership
Commitment for the establishment of a fifth Dealership to sell Enumerated
Brands on a fifth Lot,the City shall pay to the Developer within thirty(30)
days following the occurrence of such event Two Hundred Fifty Thousand
Dollars ($250,000.00) of the Development Assistance-Part B, less the
amount of Thirty Three Thousand Three Hundred Thirty Two Dollars and
Fifty Cents ($33,332.50) as a deduction for a portion of the Honda Land
Buy Down pursuant to paragraph 5(d)(ii), for a net payment to Developer
of Two Hundred Sixteen Thousand Six Hundred Sixty Seven Dollars and
Fifty Cents($216,667.50).
(d) Upon the procurement by Developer of a sixth Dealership
Commitment for the establishment of a sixth Dealership to sell Enumerated
Brands on a sixth Lot, the City shall pay to Developer within thirty (30)
days following the occurrence of such event One Million One Hundred
Thirty Three Thousand Three Hundred Thirty Three Dollars and Thirty
Three Cents ($1,133,333.33), being the balance of Development
Assistance-Part B, less the amount of Two Hundred Thirteen Thousand
Three Hundred Forty One Dollars and Forty Seven Cents($213,341.47) as
a deduction for a portion of the Honda Land Buy Down pursuant to
paragraph 5(d)(ii), for a net payment to Developer of Nine Hundred
Nineteen Thousand Nine Hundred Ninety One Dollars and Eighty Six Cents
($919,991.86)."
E. Section 5 of the Development Agreement entitled "Honda Special Incentive" is
hereby amended by amending subsection(d)(ii)thereof to read as follows:
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"The Development Assistance-Part B payments provided for in paragraphs 3(b)and
(c) shall each be reduced by the amount of Thirty Three Thousand Three Hundred
Thirty Two Dollars and Fifty Cents($33,332.50),and the Development Assistance-
Part B payment provided for in paragraph 3(d) shall be reduced by the amount of
Two Hundred Thirteen Thousand Three Hundred Forty One Dollars and Forty
Seven Cents($213,341.47), so as to reduce the total Development Assistance-Part
B payments otherwise specified in said paragraph 3 by an aggregate of Two
Hundred Eighty Thousand Six Dollars and Forty Seven Cents($280,006.47)."
F. Section 8 of the Development Agreement entitled "Miscellaneous", subparagraph
(b) thereof entitled "Notices" is hereby amended by amending the notice
information for Developer to read as follows:
"To Developer: Forecom Challenger, Inc.
28 W. Madison Street
Oak Park,Illinois 60302
Attn: Zenaida Maniates
With a copy to: Steven H. Goodman,Esq.
Meltzer,Purtill&Stelle, LLC
1515 East Woodfield Road, 2"d Floor
Schaumburg, Illinois 60173"
5. Assurances By Forecom. Forecom represents and warrants to the City (a) as a result of
this Fourth Amendment,Forecom is the sole successor,assignee and grantee of the Randall
90 Group as"Developer"under the Development Agreement;(b)that Forecom has hereby
acquired all of the rights, title and interest of the Randall 90 Group to the Development
Agreement and that Forecom is the sole successor Developer and has all of the rights and
obligations of the Developer in the Development Agreement, including,but not limited to,
the right to amend the Development Agreement and receive any of the Development
Incentives to be paid to the Developer pursuant to the Development Agreement; and (c)
that Forecom has the full right and authority to enter into this Fourth Amendment to the
Development Agreement. Forecom hereby agrees to and shall indemnify,defend and hold
the City, its officials, officers, employees, attorneys and agents harmless for all claims,
actions,causes of action,damages and expenses(including reasonable attorneys fees)with
respect to its acknowledgments, representations and warranties contained in this Fourth
Amendment to the Development Agreement, including Forecom's right and authority to
enter into this Fourth Amendment to the Development Agreement,the amendments to the
Development Agreement provided for in this Fourth Amendment to the Development
Agreement and/or any payments made or to be made by the City to Forecom of
Development Incentives pursuant to the Development Agreement, as amended. In the
event of any action covered by the foregoing indemnification, duty to defend and hold
harmless, the City shall provide Forecom with reasonable notice thereof(with a complete
copy of all claims and notices related thereto) and any such action shall be defended by
legal counsel of Forecom's choosing,subject to the City's reasonable approval,the cost of
which including, but not limited to, attorneys fees, shall be paid by Forecom. For the
avoidance of doubt, none of the above assurances shall modify the Agreed Order, Letter
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Agreement, Settlement Agreement,the Deed In Lieu Agreement or any related documents
memorializing the settlement between US Bank and the Rose Parties.
6. Declaration. The City agrees that this Fourth Amendment shall serve as the City's
approval, pursuant to paragraph 7(b) of the Declaration, to release Lot 8 and Lot 9 from
the Auto Mall Restriction.
7. Completion of Public Improvements.
A. The City and Forecom acknowledge that the Public Improvements within the
Subdivision have been substantially completed,including the public streets,curbs,
gutters,sanitary sewers,storm sewers,water improvements,street lights,sidewalks
and public landscaping(collectively the"Public Improvements"). Without limiting
its obligations under the provisions of Section 3A of this Fourth Amendment, for
the purposes of this Section 7, and Forecom's obligation to complete the Public
Improvements in the Subdivision, the Public Improvements shall be deemed to
include all of the Public Improvements within the original Subdivision including,
but not limited to,those Public Improvements associated with Lot 8 and Lot 9. The
current outstanding items for the Public Improvements are the punch list items
listed in Exhibit C to this Fourth Amendment. The listing of punch list items has
been divided between the non-landscaping punch list items for the Public
Improvements and the landscaping items (parkway trees and turf) for the Public
Improvements. Notwithstanding the City's agreement to accept the non-
landscaping Public Improvements as provided in Paragraph B below, on or before
April 30, 2016,Forecom shall cause the completion and correction at no cost to the
City of all outstanding non-landscaping punch list items for the Public
Improvements listed in Exhibit C to the reasonable satisfaction of the City's
Engineer. On or before May 31, 2016, Forecom shall cause the completion and
correction at no cost to the City of all outstanding landscaping punch list items for
the Public Improvements listed in Exhibit C to the reasonable satisfaction of the
City's Engineer.
B. Within fifteen (15) days of the entry into this Fourth Amendment to the
Development Agreement, and Forecom having posted with the City the cash
deposits referred to in paragraph C below,the City shall, subject to the other terms
of this Fourth Amendment,by appropriate resolution of the City Council accept the
non-landscaping Public Improvements within the Subdivision, inclusive of
Vantage Drive. Within thirty (30) days of Forecom having provided for the
completion and correction of all of the outstanding landscaping punch list items for
the Public Improvements to the satisfaction of the City's Engineer, and Forecom,
having posted with the City the cash deposits referred to in Paragraph C below,the
City shall, subject to the other terms of this Fourth Amendment, by appropriate
resolution of the City Council,accept the landscaping Public Improvements within
the Subdivision.
C. Forecom shall, prior to the acceptance of any of the Public Improvements by the
City, post with the City a cash deposit in the amount of Fourteen Thousand Six
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Hundred and Thirty Dollars ($14,630.00) to guarantee the completion of the non-
landscaping Public Improvements,a cash deposit in the amount of Four Thousand
Three Hundred and Fifty Dollars($4,350.00)as maintenance security for the Public
Improvements and a cash deposit in the amount of Thirty Six Thousand Nine
Hundred Dollars($36,900.00)to guaranty the completion of the landscaping Public
Improvements. Upon completion of the non-landscaping Public Improvements to
the satisfaction of the City Engineer,any remaining balance of the$14,630.00 cash
security shall be returned to Forecom. Upon completion and acceptance of the
landscaping Public Improvements by the City, the remaining balance of the
$36,900.00 cash security shall be reduced to Three Thousand Six Hundred Ninety
Dollars ($3,690.00) to serve as additional maintenance security to guaranty the
Public Improvements for a period of one year following final acceptance by the
City. The $4,350.00 and $3,690.00 maintenance security for the Public
Improvements (collectively the "Maintenance Security") shall remain in place for
one year from the date of the acceptance of the landscaping Public Improvements
by the City, at which time any remaining balance thereof shall be returned to
Forecom. The Parties acknowledge and agree that the purpose of the Maintenance
Security referenced herein shall be to warrant the Public Improvements against
defects in materials and workmanship. The parties further agree that following the
final acceptance of both the landscaping Public Improvements and the non-
landscaping Public Improvements by the City that Forecom's responsibility for
defects in materials and workmanship for the Public Improvements shall be limited
to the Maintenance Security posted with the City.
D. Prior to issuance of a building permit for any of the undeveloped lots within the
Subdivision,the then owner(s)of the undeveloped lot shall post with the City cash
or a letter of credit in the amount of Twenty-five Thousand Dollars ($25,000.00)
per lot in a form approved by the City's Corporation Counsel providing the City
security against construction damage to the Public Improvements to the
Subdivision caused by construction activities on the lot(s)proposed to be developed
(the "Construction Damage Security"). Damages to the Public Improvements
caused by construction activities on lots within the Subdivision are hereinafter
referred to as"Construction Damage". There shall exist a rebuttal presumption that
any damage to the Public Improvements shall be considered to be Construction
Damage and shall be responsibility of the then owner(s) of the lot in question to
repair. In the event the owner(s) wish to contend that certain damage to Public
Improvements is not Construction Damage and not the responsibility of the
owner(s) to repair, the owner(s) shall submit documentation of same to the City
Engineer for the City Engineer's consideration. The determination of whether any
damage to the Public Improvements constitutes Construction Damage shall be
made by the City Engineer which determination shall be binding. If the owner(s)
fail to make repairs to the Public Improvements suffering Construction Damage to
the satisfaction of the City's Engineer and to pay the repair costs associated
therewith, then the City shall have the right to use the Construction Damage
Security posted by the owner(s) to provide for the repairs to the Public
Improvements for such Construction Damage. The owner(s) of a lot being
developed shall be responsible for the full cost to repair Construction Damage to
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) ThE ALlips GROV P
November 24,2015
Attn:Zenaida Maniates,Vice President
U.S.Bank
RE:BUDGETARY SUMMARY(PUNCH UST Dated 10/20/15)-Trees and Landscaping Proposal
Address:Randall Rose Auto Mall
Randall&1-90
Elgin,IL
ITEM DESCRIPTION QUANTITY AMOUNT
3O, C)O2 kJ�i
1. Trees $26:300"
2. Weeds&Edge $ 3,600
3. Pruning(10Hrs) $1,100
4. Regrade/Seed $2,200
TOTAL PUNCH LIST COST $22,46640
NOTE:Does no • ding any permits,application fees,inspection fees or any other Item beyond the scope of the
ch Ilst d . d 10/21/15.
Lot 8 a . 9 costs are$13,600 of the total cost
Jim Paul;jilir agar
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} Ft C
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Randall Rose :Lots i,3,4, 5,6,Detention Basin
Tree Punchlist i1-9-15-K.Edwards __
Tree Numbe.: L Location Action Required J Comments_
1 °fLot 1 Remove and Replace -.--- . _
2 lot 1 (Remove and Replace
w
3 — :'tot 1 'Remove and Replace
4
Lot 1 Remove and Replace -
5 Lot 1 Remove and Replace __.___..__._. ._..... •-
6 ''lot 1 ..__.____ r.. [Remove and Replace
_.^__? _ Lot 1__ . __ 'Remove and Replace m .WM _._.__ y ..._ _ _ --
8 Lot 1 Remove and Replace y_
;.._. 9 :Ilot_1 - _ ��RemoveandReplace _.._ ______._ _ .. _—__
10 `[itot 1 .Remove and Replace
11 .Lot 1 Remove and Replace
12 ,,: Lot 1 Remove and Replace
-I-
13 •:,-:- Lot 1 Remove and Replace
Remove and Replace
15 :i`: ° Lot 1 Dead Wood Trim&Mulch
16 Lot 1 Dead Wood Trim&Mukh
Lot 1 Dead Wood Trim&Mukh
18 Lot 1 -Dead Wood Trim&Mulch
19 Lot 3 Remove and Replace
20 •=Lot 3 Dead Wood Trim&Mulch
21
Lot 3 _w_. Dead Wood Trim&Mulch
22 lot 3 Remove and Reface _._...—_�
23 Lot 3 _ 'Remove and Replace
24 , Lot 3 Dead Wood Trim&Mulch
25 Lot 5 Remove and Replace , - -__
26 ;Lot 5 Remove and Replace
27 slot 5 Dead Wood Trim&Mulch
28 Lot 5 ;Remove and Replace I
29 Lot 5 (Dead Wood Trim&Mulch•
30 Lot 5 'Remove and Replace
31 :Lot S {Dead Wood Trim&Mulch --_... . __,. ._..
•
Page 1 of 4
, .
...,..• .::
. .
. ,.
:;.•; '..:..
Randall Rosi,,,..tots 1,3,4,5,6,Detention Basin
Tree Pundilist A 11-9-15-K.Edwardst 1
Tree Numbel:, Location I Action Required 1 Comments
32 Remove and Replace
j____
:•-. ;,,
33 .4Lot 5 Dead Wood Trim&Mulch ,_ . _. . _____.._______
34 -::. '„,„'Lot 5 IDead Wood Trim&Mulch I
,:..
35 '-; .:i. Lot 5 :Dead Wood Trim&Mulch ._i
,..
36 :,,' olLot 5 Dead Wood Tnm&Mulch
-•! :::,,
37 :•, :1 Lot 5 Dead Wood Trim&Mukh ,
.L_ ..___
38 3g tot 5 Remove and Replace
.., )
39 l„'• ,11.ot 5 Dead Wood Trim&Mulch
—
„:,..
40 '..n•■Lot 5 .Remove and Replace _________
:•:: .:.„,
41 .,' Lot 5 Remove and Replace
1-1
42 ,...• ,:'.Lot 5 Remove and Replace —___.______________
43 :3 Lot 5 Remove and Replace •
44 „:, §11..et 5 IDead Wood Trim&Mulch
•: i
itot 5 [Dead Wood Trim&Mulch
46 :,- Lot 5
,:. -•, I Dead Wood Trim&Mulch
- . •• ,_
47 ..; :.:Alot 5 ;Dead Wood Trim&Mukh
. .
:..: •,,
48 1„ ''.'Detention Basin 1Dead Wood Trim&Mukh
,.-: .;
49 . .t:: :TiDetention Basin 'Dead Wood Trim&Mulch
50 ..•: •.;,Detention Basin ;Dead Wood Trim&Mulch
t....
51 '..:!Detention Basin [Dead Wood Trim&Mulch I •
52 ''„. '.T Detention Basin !Dead Wood Trim&Mulch
- ,.--
53 Detention Basin Remove and Replace
— • -- --
54 .:•: :'i Detention Basin Dead Wood Trim&Mulch
.,
55 :1: •.?Detention Basin !Dead Wood Trim&Mulch
• .•,. •., _ ..._.__ _. __ .. . ._..
56 Detention Basin 'Remove and Replace
.........__ ._ ___
_.___ _ .._ . _
57 '1'.! ': Detention Basin 'Remove and Replace _.-_ ______...... _ ._..
58 1:: „i Lot 6 Dead Wood Trim&mukh L_
59 ,,'' „.E;Lot 6 Dead Wood Trim&Mulch
•-•-•• -•—•- •- „.. .::..._ ...._ ...
60 •i. ,.: Lot 6 I Dead Wood Trim&Mulch
61 ,•.: glot 6 Dead Wood Trim&Mulch ..._ -. __
62 „.,Lot 6 ;Dead Wood Trim&Mulch
F,-...,.:
Page 2 of 4
„.. ..
• ________
. '
. .
, .
--- .,•,.
,......
Randall Roskti i:.:i.ots 1,3,4,5,6, Detention Basin
Tree Punchilst4 11-9-15-K.Edwards!
- --
Tree Number. :' :.•!I Location _I. Action Required ._ _I Comments
- .-•.•-...------„„„;,.:.,_________..____. .. .._ .. _
r- , Lot 6 !
I
63 !:', •--;.,; I
Dead Wood Trim&Mulch
. ..
64 . ;7- Lot 6 IDead Wood Trim&Mulch
---;•
_____ 65 _ :.--.„ Lot 6 1Dead Wood Trim&Mulch _I
66 •',...i,: :1Lot 6 Remove and Replace
— _ L. ....
67 :'.; Lot 6 Remove and Replace ---L_ . ... . ......._... ......._ ..
_
. .
68 Lot 6 (Remove and Replace
..,,..,
69 ,,r-: ,'4.'Lot 6 !Dead Wood Trim&Mulch
-...: ..,1
70 ::'. ',,:il_Lot 6 'Remove and Replace
------ ' :1-' ----- - --- —_____
.'
71 ..:: .::..:, Lot 6 Remove and Replace
72 Lot 6 Remove and Replace
..., . - —
73 .!...;: Lot 6 Dead Wood Trim&Mulch
• 74 5 Ti' Lot 6 i Dead Wood Trim&Mulch
_....... _._.. _._.__. ... _ __
75 :•:.:5 i';.Lot 6 !Dead Wood Trim&Mulch_
-------------:k',-.:';',— ---- ----- 7--. ___-
76 ': !-=,r1Lot 6 'Dead Wood Trim&Mulch,
----
77 ''!'. AU:it 6 Remove and Replace
78 •,';,'. .'.-.. Lot 6 Dead Wood Trim&Mulch
----- ..••• •. -
.. ,
.:;•,• ,T.
79 iLot6 Dead Wood Trim&Mukh •
• • • =:;- -'':
80 i'• ‘-. I.ot 6 ,Remove and Replace
I 7
. . . ._81_ , A•4 l',Lot 6 'Remove and Replace
_. ,.
.. .
82 .!A i:1Lot 6 ;Dead Wood Trim&Mulch ±
83 ' ',,': ':i Lot 6 )Dead Wood Trim&Mulch '
i
:.
84 . .:!Lot 6 Dead Wood Trim&Mulch _I _
85 •, -il Lot 6 Dead Wood Trim&Mulch
„ .,..
86 .-:::': -:':Ii.ot 6 !Dead Wood Trim&Mulch
87 i:•-- :-.Lot 6
Dead Wood Trim&Mulch
88 .....', '',-',Lot 6 Dead Wood Trim&Mulch
89 4 Lot 6 Dead Wood Tm&Mukh
90 :,. 1 Lot 6 Dead Wood Trim&Mulch
_
91 -.; Lot 6 Dead Wood Trim&Mulch
92 .•.:' Lot 6 Dead Wood Trim&Mulch
. .,,
. . _
• ,,,,. ,
93 :: '75Lot 6 Dead Wood Trim&Mulch
,.. ..:-
• :i .
Page 3 of 4
....I■
Randall Rose :.Lots 1,3,4,5,6,Detention Basin
Tree Punchiist 14-9-15-K.Edwards 1
Tree Numbe Location • _ Action Requited Comments
94 ILot 6 IRemove and Replace__
95 'Lot 6 Remove and Replace J_
1
Page 4 of 4
Randall Rose;--Lots 8 and 9
Tree Punchrist.t19/7/15-K.Edwards
Tree Number Location Action Required Comments
1 .1 Lot 9 None Satisfactory
2 Lot 9 None Satisfactory
3 Lot 9 None Satisfactory
4 = Lot 9 Prune Dead Wood
5 Lot 9 Remove and Replace
6 Lot 9 None Satisfactory
7 T:: Lot 9 None Satisfactory
8 Lot 9 Remove and Replace
9 Lot 9 Remove and Replace
10 Lot 9 Remove and Replace
11 1: Lot 9 Prune Dead Wood
12 - Lot 9 Remove and Replace
13 Lot 9 Remove and Replace
14 Lot 9 Prune Dead Wood
15 Lot 9
Remove and Replace
16 Lot 9 Remove and Replace
17 Lot 9 Remove and Replace
18 '5 Lot 9 Prune Dead Wood
19 Lot 8 None Satisfactory
20 Lot 8 Prune Dead Wood
21 . Lot 8 None Satisfactory
22 Lot 8 Prune Bottom Branches
23 Lot 8
Prune Bottom Branches
24 Lot 8 Prune Bottom Branches
25 Lot 8 Prune Bottom Branches
26 Lot 8 Prune Bottom Branches
27 Lot 8 Prune Bottom Branches
28 • Lot 8
Prune Bottom Branches
29 ‘ Lot 8 Prune Bottom Branches
:J. :2
EXHIBIT D
RELEASE AND MODIFICATION OF
CERTAIN RESTRICTIONS IN
RECIPROCAL EASEMENT AGREEMENT
This,Wease an&Modification ("Release and Modification") is made and entered into
as of the J T` day of Y1 , 2016, by and between Randall Point West Associates,
LLC,a Delaware limited liability ompany (the"Parcel 1 Declarant"),Parkway Bank and Trust
Company, as Trustee under Trust No. 14491 dated February 26, 2008 ("Trustee")and Forecom
Challenger,Inc.,an Illinois corporation("Parcel 2 Declarant").
RECITALS
A. Randall 90, LLC an Illinois limited liability company, Heath 79 LLC, an Illinois
limited liability company, SWC Rand&Willow LLC, an Illinois limited liability company, and
Wolf & Laraway, LLC, an Illinois limited liability company, collectively as the "Parcel 2
Owner", and the Parcel 1 Declarant, as the "Parcel 1 Owner", entered into that certain
Reciprocal Easement Agreement dated October 19, 2007, and recorded December 18, 2007, as
document 2007K122788 in Kane County, Illinois (the "Reciprocal Easement Agreement"),
and that certain First Amendment to Reciprocal Easement Agreement dated March 10,2008 and
recorded April 3, 2008 as document 2008K28152 in Kane County, Illinois (the "First
Amendment") (the Reciprocal Easement Agreement and the First Amendment are referred to
collectively herein as the"REA").
B. Subsequently, Parcel 1 Owner conveyed Parcel 1 to Trustee by deed dated
February 8, 2008 and recorded April 18, 2008 as document 2008K033026 in Kane County,
Illinois.
C. Subsequent to the recording of the REA and prior to the recording of the First
Amendment,each of Parcel 1 and Parcel 2 were subdivided. The legal description of Parcel 1 is
hereby amended to be as set forth in the First Amended Exhibit A attached hereto to reflect the
subdivision of Parcel 1 (the "Randall Point West Subdivision"). The legal description of
Parcel 2 is hereby amended to be as set forth in the First Amended Exhibit B attached hereto to
reflect the subdivision of Parcel 2 (the"Randall Rose Auto Mall Subdivision").
134077:003:270007.DOCX:8}
I EXHIBIT D
D. Article III of the REA imposes certain restrictions on development and use of the
lots in Parcel 1 and Parcel 2("Article III Restrictions").
E. Section 3(c) of the First Amendment provides in part that the Article III
Restrictions as to any particular lot within the Randall Point West Subdivision (a "Specific
Randall Point West Lot")may be released, modified or amended only with the written consent
of(A) the owner of said Specific Randall Point West Lot and (B) Parcel 2 Declarant until such
time as Parcel 2 Declarant no longer owns any lot in the Randall Rose Auto Mall Subdivision,
and thereafter by the property owners association created with respect to Randall Rose Auto Mall
Subdivision ("the "Parcel 2 POA"), or if there is no Parcel 2 POA, then by the owners of a
majority of the lots within the Randall Rose Auto Mall Subdivision.
F. Parcel 2 Declarant's predecessor in interest (the Parcel 2 Owner) assigned its
rights as "Declarant"to the Parcel 2 Declarant by that certain Assignment of Declarant's Rights
recorded October 15,2014 as document 2014K051628. The Parcel 2 Declarant still owns lots in
Randall Rose Auto Mall Subdivision. Therefore,the Parcel 2 Declarant represents and warrants
that it has the authority to execute this document and agree to the release, modify or amend the
Article III Restrictions with respect to a Specific Randall Point West Lot.
O. Section 3(c) of the First Amendment provides, in part, that the Article III
Restrictions as to any particular lot within the Randall Rose Auto Mall Subdivision (the
"Randall Rose Auto Lot")may be released,modified or amended only with the written consent
of(A) the owner of said Randall Rose Auto Lot and (B) Parcel 1 Declarant until such time as
Parcel 1 Declarant no longer owns any lots in the Randall Point West Subdivision.
H. The Parcel 1 Declarant is the 100%owner of the beneficial interest to lots in the
Randall Point West Subdivision and, therefore, along with Trustee, it represents and warrants
that it has the authority to execute this document and agree to release, modify or amend the
Article III Restrictions with respect to a Randall Rose Auto Lot.
I. Parcel I Declarant currently owns the 100%beneficial interest to lots 2,3,4 and 6
in the Randall Point West Subdivision(each a"Parcel 1 Unsold Lot").
J. Parcel 2 Declarant currently owns Lots 3, 4, 5, 6, 8 and 9 in the Randall Rose
Auto Mall Subdivision.
K. Paragraph 1.04 of the REA provides for certain restrictions on the use of"Heavy
Vehicles" on the Access Easement Areas. Paragraph 1.05 of the REA provides that upon the
acceptance of the Parcel 1 Public Dedications and the Parcel 2 Public Dedications,the REA shall
have no further effect on the areas so accepted. Article II of the REA requires that an
"Association" be established for the maintenance of those "Shared Facilities" which have not
been dedicated within three years after the date of the REA(specifically, by October 19, 2010).
The Parcel 1 Declarant, Parcel 2 Declarant and Trustee desire to cause all of the Access Roads
and Utility Lines (defined in paragraph 2.01(a) of the REA as the "Shared Facilities") to be
accepted by the City so that the provisions of paragraph 1.04 and Article II referred to above are
no longer of any force and effect.
(34077:003:270007.DOCX:8 y
2
L. The Parcel 1 Declarant, Parcel 2 Declarant and Trustee also desire to provide for
and agree to the removal and release of the Article III Restrictions pursuant to the authority
granted to them in the REA,to the extent and in the manner set forth below.
CONSIDERATION AND AGREEMENT
In consideration of the mutual execution of this Second Amendment by the parties, and
of other good and valuable consideration, the receipt and sufficiency of which are hereby
mutually acknowledged, it is agreed as follows.
1. Recitals; Defined Terms. The foregoing Recitals are incorporated into this
Agreement as if fully set forth below. Capitalized terms used herein but not defined shall have
the meanings ascribed thereto in the REA.
2. Deletion and Release of Article IIl Restrictions. Article III of the REA,as
amended by the First Amendment,is hereby deleted in its entirety and is of no further force and
effect.
3. Deletion of Burn-off of Use Restrictions. Article III of the REA,having been
deleted in its entirety and of being no further force and effect,Section 4 of the First Amendment
to the Reciprocal Easement Agreement entitled"Burn-off of Use Restriction" is also hereby
deleted in its entirety and is of no further force and effect.
4. Acceptance by City of Shared Facilities. Upon acceptance by the City of either
the Parcel 1 or Parcel 2 Shared Facilities, the restrictions on the use of"Heavy Vehicles" set
forth in paragraph 1.04 of the REA as they relate to such Parcel shall be of no further force and
effect. The parties further agree that each party shall remain solely responsible for the
completion and maintenance of, and for causing the City to accept, the Shared Facilities related
to its Parcel and that, therefore, the obligation to establish a Property Owners Association set
forth in Section 2.01(a)of the REA is hereby deleted from the REA.
5. Consent. By their signatures hereto, the Parcel 1 Declarant, the Parcel 2
Declarant and the Trustee consent to the modifications, releases and agreements set for the
above.
6. Ratification. Except as otherwise modified hereby,the REA shall remain in full
force and effect.
This document was prepared by,and after recording return to:
Meltzer,Purtill &Stelle,LLC
300 South Wacker Drive,Suite 2300
Chicago,Illinois 60606
Attention:Julie M. Workman
(34077:003:270007.DOCX:8)
3
PARCEL 2 DECLARANT SIGNATURE PAGE
FORECOM CHALLENGER, INC.,
an Illinois c. '• • I on
By: at
Zer aids . 'ates,its Vice President
STATE OF ILLINOIS )
ss.
COUNTY OF COOK )
The foregoing instrument was acknowledged before me this /
20/4, by Zenaida Maniates,a Vice President of Forecom Challenger,Inc.,an Illinois
corporation,on behalf of the corporation.
� �.(Signature ofpers on aG long a=gment)
Notary Public
Serial Number,if any: /I/fig
_ -
-Y
M r. OFFICIAL SEA'EZ / I
j ! N ARIA J RODRIGUVI l
I Pupli .433tate o ' ►
OFFICIAL SEAL
MARIA RJ RODRIGUEZ
Notary Public-State of Illinois
My Commission Expires 9/28/2016
(34077:003:270007.DOCX:8)
6
TRUSTEE SIGNATURE PAGE
PARKWAY BANK Sc TRUST COMPANY IS EXECUTING THIS
::',oCUMErIT SO LEO!IN i'z'Cf•?',CITY AS LANDTRUSTEEWITH
PARKWAY BANK AND TRUST COMPANY, :HE A 1HOPi7,0,'ON Ail,?LYPECTION OF ITS BENEFICIARY
as Trustee under Trust Agreement 144911 ;NO HAS No PERS()NAL KNOWLEDGE GE OF ANY OF THE NOR IHE
:ACTS OR CONTAINED dated February 26,2008 and notindiividualy ITYTO PERFO~RMANY OPINE ACTSA HSSOCIA'IED HEREWflH.
_ This agreement Is signed by Partway Bak&Trost es.ad Weida*
��■I
By t, I bat solely as Trustee.Said Trust A:reemeat Is balk mode apart hereof
., and aay claims*grind said Trustee wbieb may malt beat Maligning of
Mix A=nemtsi Mali Ise pen;ge:cly set of any trust properly wbiei may
/ le Add t6: ar ,r 3*err:.Tr:v;tce:Mail not be perstaaly liable for the
i perfermaace of csy cI Si::terms+ad 3r;iaas zf this greemeat err for the
Attest: a. i . . ��lt� validity et coe4idea of uhf gmcrty Art::any agreement with
respect thereto.Any and o.4 p^rso:; a Mims;tlssk&Trost Co.
STATE OF I L OIS ) expressly weaved by the parks!:aria asd OA respative swam
COUN ) ss.
I, "66 ,knottarg Y l p ie in and for said County,in the State
aforesaid,DO HE Y CERTIFY that personally known to me to be the
Vice President of Parkway Bank and Trust,as Trustee under Trust Agreement dated
February 26,2008 and known as Trust Number 14491,signed and delivered the said instrument
as the free and voluntary act of said bank,as Trustee as aforesaid,for the uses and purposes
therein set forth.
GIVEN under my hand and official seal this /'lay o 2016.
t yI A. "OFFICIAL �✓ G'
NOTARY PUBLIC J GNDA LIC TA'Ei_` R
NOTAFIY PUBLIC,STATE Of'ILLINOIS
I Ma i rya Exites OS 12013
134077:003:270007.DOCX:8
7
Amended Exhibit A
To reflect the subdivision of Parcel 1,Exhibit A to the REA is hereby amended and restated to
be and read,in its entirety,as follows:
LOTS 1 THROUGH 8,INCLUSIVE,OF RANDALL POINT WEST,BEING A
SUBDIVISION IN THE SOUTH HALF OF SECTION 30,TOWNSHIP 42 NORTH,RANGE 8
EAST OF THE THIRD PRINCIPAL MERIDIAN,IN ACCORDING TO THE PLAT
THEREOF RECORDED DECEMBER 12,2007 AS DOCUMENT NUMBER 2007K121564,
IN THE CITY OF ELGIN,KANE COUNTY,ILLINOIS.
(34077:003:270007.DOCX:)3}
8
Amended Exhibit B
To reflect the subdivision of Parcel 2,Exhibit B to the REA is hereby amended and restated to be
and read,in its entirety,as follows:
LOTS 1 THROUGH 11,INCLUSIVE,OF RANDALL ROSE AUTO MALL,BEING A
SUBDIVISION IN THE SOUTH HALF OF SECTION 30,TOWNSHIP 42 NORTH,RANGE 8
EAST OF THE THIRD PRINCIPAL MERIDIAN,ACCORDING TO THE PLAT THEREOF
RECORDED DECEMBER 18,2007 AS DOCUMENT NUMBER 2007K122789,IN THE
CITY OF ELGIN,KANE COUNTY,ILLINOIS.
(34077:003:270007.DOCX:8)
9
the Public Improvements and the amount of the Construction Damage Security
posted with the City shall not be a limitation on the successor owner's liability to
pay for the Construction Damage to the Public Improvements. Following of the
completion of construction activities on a lot in question and the City's inspection
of the Public Improvements,and the repair of any Construction Damage,if any,the
City shall release the Construction Damage Security.
E. In the Summer and Fall of 2015,the Randall 90 Group completed and paid for the
Subdivision public improvement known as Vantage Drive (the "Vantage Drive
Improvement"). There is a remaining deposit from the Randall 90 Group with the
City of a cash maintenance bond for the Vantage Drive Improvement in the amount
of Fifteen Thousand Two Hundred Forty-One and 84/100 Dollars($15,241.84)(the
"Vantage Drive Maintenance Bond"). The City will be accepting the Vantage
Drive Improvement as part of the acceptance of the non-landscaping Public
Improvements pursuant to Section 7 of this Fourth Amendment. It is hereby
acknowledged and agreed that(i)the Randall 90 Group shall not have (and hereby
waives) any claim for reimbursement (whether from the City, from Forecom or
from U.S. Bank) for the cost of making the Vantage Drive Improvement, but (ii)
when the City is prepared to release the Vantage Drive Maintenance Bond, all of
the then available cash bond proceeds shall be released to,and be the sole property
of the Randall 90 Group.
8. Release of Development Restrictions. Prior to or concurrently with the entry into this
Fourth Amendment, and as a condition to the City's execution and entry into this Fourth
Amendment, Forecom shall enter into a modification to the Reciprocal Easement
Agreement with Randall Point West Associates,LLC,recorded on December 18,2007, as
Document No. 2007K122788 as previously amended by the First Amendment thereto
recorded on April 3, 2008 as Document No. 2000K028152, such modification to provide
for the deletion and repeal of Article III of the Reciprocal Easement Agreement, as
amended, and any development restrictions contained therein. The modification to such
Reciprocal Easement Agreement shall be in the form as set forth in Exhibit D hereto.
9. Release of Sales Tax. The City hereby agrees that upon acceptance of the landscaping
Public Improvements pursuant to Paragraph 6 herein, the City shall, no later than thirty
(30) days from the date thereof,release to Forecom Developer Sales Tax Rebates accrued
and owed from 2014 through the date of acceptance of the landscaping Public
Improvements. As of August of 2015 the Parties acknowledge and agree that Sales Tax
Rebates in the amount of Ninety Seven Thousand Six Hundred Ninety Dollars
($97,690.00)have accrued and are owed to Developer as of the date hereof pursuant to the
terms of the Development Agreement.
10. Conflicts. Any conflicts or inconsistencies between either the provisions of this Fourth
Amendment,on the one hand,and the provisions of either the Development Agreement or
the Rezoning Ordinance,on the other hand, shall be resolved in favor of the former.
10
11. Execution. This Fourth Amendment may be executed in counter-parts,each of which shall
be an original and all of which shall constitute one in the same agreement. Signatures
transmitted by facsimile or e-mail shall have the same legal effect as an original signature.
12. Amendment. Except as further amended by this Fourth Amendment, the Development
Agreement, as previously amended,remains in full force and effect.
11
This Fourth Amendment is executed by the Parties as of January 27 , 2016.
City of Elgin Forecom Challenger,Inc., an Illinois
an Illinois municipal corporation corporation
By: eft_ Age—IJ y _, Name:
Its: Mayor Title:
Attest:
By: ,a,,,�4,„e
Its: City Clerk
Michael H. Rose
Randall 90 LLC, an Illinois limited liability Wolf& Laraway LLC,an Illinois limited
company liability company
By: By:
Name: Name:
Its: Its:
SWC Rand & Willow LLC, an Illinois Heath 79 LLC, an Illinois limited liability
limited liability company company
By: By:
Name: Name:
Its: Its:
F:\Legal Dept\Agreement\Development Agr-Randall 90-Fourth Amendment-clean-1-21-16.docx
12
This Fourth Amendment is executed by the Parties as of January 27th , 2016.
City of Elgin Forecom Challenger,Inc., an Illinois
an Illinois municipal corporation corporation
By: Name:
y Title:Titl �N o 1l
Its:
Attest:
By:
Its:
Michael H. Rose
Randall 90 LLC, an Illinois limited liability Wolf& Laraway LLC, an Illinois limited
company liability company
By: By:
Name: Name:
Its: Its:
SWC Rand & Willow LLC, an Illinois Heath 79 LLC, an Illinois limited liability
limited liability company company
By: By:
Name: Name:
Its: Its:
F:\Legal Dept\Agreement\Development Agr-Randall 90-Fourth Amendment-clean-I-21-16.docx
•
12
•
This Fourth Amendment is executed by the Parties as of January 7 ,2016.
City of Elgin Forecom Challenger,Inc.,an Illinois
an Illinois municipal corporation corporation
By: Name:
Its: Title:
Attest:
By:
Its:
Michael H.Rose
Randall 90 LLC,an Illinois limited liability Wolf&Laraway LLC,an Illinois limited
company liability company
By: A� ..,,� By: -��
Name: M.z 4 i l/ . ''•u Name: M,•- v t
Its: rvlv•7,K Its: /siAr-y-c
SWC Rand&Willow LLC,an Illinois Heath 79 LLC,an Illinois limited liability
limited liability company company
By: , -? By: f`
Name: M. t1,►e i I-/. g Name: do.z lore/ //. P u
Its: 1/11,4,AyK Its: ia,�A ,.,-
F:11.epl Dept\Acturnent1Developnout Agr-Randall 90-Fourth Anknd t-dean-1 2I-16.docx
12
EXHIBIT A
Legal Description of the Property
THAT PART OF THE SOUTH HALF OF SECTION 30, TOWNSHIP 42 NORTH,
RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS
FOLLOWS:
COMMENCING AT THE NORTHWEST CORNER OF THE EAST HALF OF THE
SOUTHWEST QUARTER OF SAID SECTION 30;THENCE NORTH 88°43'36" EAST
ALONG THE NORTH LINE OF THE SOUTH HALF OF SAID SECTION 30, A
DISTANCE OF 2,116.34 FEET TO AN INTERSECTION WITH A LINE DRAWN
NORTHEASTERLY, PERPENDICULAR TO THE NORTHEASTERLY LINE OF
STATE TOLL HIGHWAY COMMISSION PARCEL NUMBER N-4D-56, FROM A
POINT 1,576.63 FEET, MEASURED ALONG SAID NORTHEASTERLY LINE AND
THE NORTHEASTERLY LINE OF STATE TOLL HIGHWAY COMMISSION
PARCEL NUMBER N-4D-55, SOUTHEAST OF THE WEST LINE OF SAID EAST
HALF OF THE SOUTHWEST QUARTER OF SECTION 30, SAID INTERSECTION
BEING THE POINT OF BEGINNING; THENCE CONTINUING NORTH 88°43'36"
EAST ALONG THE NORTH LINE OF THE SOUTH HALF OF SAID SECTION 30,A
DISTANCE OF 805.40 FEET TO A LINE 1,050.00 FEET, MEASURED AT RIGHT
ANGLES, WEST OF AND PARALLEL WITH THE EAST LINE OF SAID SECTION
30:THENCE SOUTH 00°25'35"EAST ALONG SAID PARALLEL LINE,700.08 FEET
TO A LINE 700.00 FEET, MEASURED AT RIGHT ANGLES, SOUTH OF AND
PARALLEL WITH THE NORTH LINE OF THE SOUTH HALF OF SAID SECTION
30;THENCE NORTH 88°43'36"EAST ALONG SAID PARALLEL LINE,963.87 FEET
TO THE WEST LINE OF LAND DEEDED TO THE COUNTY OF KANE BY
DOCUMENT 96K070347; THENCE SOUTH 00°16'28" WEST ALONG SAID WEST
LINE, 600.00 FEET TO THE SOUTH LINE OF SAID LAND DEEDED TO THE
COUNTY OF KANE;THENCE NORTH 88°43'36"EAST ALONG SAID SOUTH LINE,
15.01 FEET TO THE WEST LINE OF ILLINOIS STATE TOLL HIGHWAY
AUTHORITY PARCEL NO. N-4D-56.2; THENCE SOUTH 00°16'28" WEST ALONG
SAID WEST LINE, 557.98 FEET TO THE NORTHEAST CORNER OF ILLINOIS
STATE TOLL HIGHWAY AUTHORITY PARCEL NO.N-4D-56.12;THENCE SOUTH
00°16'15" WEST ALONG THE EAST LINE OF SAID PARCEL NO. N-4D-56.12, A
DISTANCE OF 33.00 FEET; THENCE CONTINUING ALONG THE EAST LINE OF
SAID PARCEL NO. N-4D-56.12, SOUTH 02°45'03" WEST, 249.66 FEET; THENCE
CONTINUING ALONG THE WEST LINE OF LAND TAKEN BY ILLINOIS STATE
TOLL HIGHWAY AUTHORITY, SOUTH 08°29'28" WEST, 295.11 FEET; THENCE
NORTH 74°05'37" WEST ALONG THE NORTHERLY LINE OF ILLINOIS STATE
TOLL HIGHWAY AUTHORITY TAKING 96EDKA0012, A DISTANCE OF 725.45
FEET; THENCE SOUTH 29°19'07" WEST ALONG THE WESTERLY LINE OF
ILLINOIS STATE TOLL HIGHWAY AUTHORITY TAKING 96EDKA0012, A
DISTANCE OF 46.83 FEET; THENCE NORTH 63°51'40" WEST ALONG THE
NORTHEASTERLY LINE OF THE ILLINOIS STATE TOLL HIGHWAY, 876.35
FEET; THENCE NORTH 60°40'53" WEST ALONG THE NORTHEASTERLY LINE
•
OF THE STATE TOLL HIGHWAY COMMISSION PARCEL NO. N-4D-56, A
DISTANCE OF 1097.40 FEET TO A POINT 1,576.63 FEET, MEASURED ALONG
SAID NORTHEASTERLY LINE AND THE NORTHEASTERLY LINE OF STATE
TOLL HIGHWAY COMMISSION PARCEL NUMBER N-4D-55, SOUTHEAST OF
THE WEST LINE OF SAID EAST HALF OF THE SOUTHWEST QUARTER OF
SECTION 30; THENCE NORTH 29°19'07" EAST ALONG A LINE DRAWN
NORTHEASTERLY, PERPENDICULAR TO THE NORTHEASTERLY LINE OF
STATE TOLL HIGHWAY COMMISSION PARCEL NUMBER N-4D-55 A DISTANCE
OF 1,503.82 FEET TO THE POINT OF BEGINNING, ALL IN THE CITY OF ELGIN,
KANE COUNTY, ILLINOIS.
(Property commonly known as N-W corner of Randall Rd. and 1-90 Toll Way,
Elgin, Kane County, Illinois).
EXHIBIT B
Subdivision Lots Owned by Forecom
LOTS 3, 4, 5, 6, 8 AND 9 IN THE RANDALL ROSE AUTO MALL SUBDIVISION
ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 18, 2007 AS
DOCUMENT NO. 2007K122789 IN KANE COUNTY, ILLINOIS.
1/20/2016
Elgin Automall
Non Landscape Repairs To Complete
ITEM WORK TO BE COMPLETED ESTIMATED DATE OF COMPLETION I Estimated Cost
1 Caulk and Epoxy Repairs(Curb area in front of lot 3,5,6,8,&9) Based on weather permiting and city standard of SO degrees _ $1,000.00
Street Lights-2 lights(toc 9&11)&3 light fixture heads and/or
2 repairs(Loc 6,8,15A) Schedule delivery of hardware is February 15th. Install:1 wk ' $13,600.00
3 Contingencies $1,500.00
TOTAL COSTS $16,100.00
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PROPEFLTY MANIA GEMErVT
Air&
llim •ul
•nstruction Manager
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