rosehill purchase 9-9-2011 city council chicago city council document tracking - rosehill - 9-8-2011

8/12/2019 ROSEHILL Purchase 9-9-2011 City Council Chicago City Council Document Tracking - Rosehill - 9-8-2011

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Office of the Chicago City

Clerk

Office of the City Clerk

CityCouncilDocument Tracking Sheet

O2011-7074

Meeting Date:

Sponsor(s):

Type:

Title:

Committee(s)Assignment:

9/8/2011

Rahm

Emanuel

Ordinance

Acquisit ion

of property with

Rosehil lCem etery

and

conveyance

to

Chicago Park

District forpublicpark and

naturepreserve

Committeeon

Housing

andReal

Estate


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ORDINANCE

W H E R E A S ,

the City ofChicago( City )is a hom e ruleunitof governm ent byvirtue

of the provisions of the Constitution of the State of

Illinois

of 1970, and as

such,

may

exerciseany power and perform any function pertaining to its governme nt and affairs; and

W H E R E A S , the C ity Co un cil f inds

that

the establishme nt of additional public open

spaceand public parks is essential to the general health, safety and welfare of the City;

and

W H E R E A S ,

the City Counci l , by ordinance adopted on June 23, 2004, and

published in the J ourn al of P roce ed ings of the City Cou nc il for such date at page s 26978

through 26983 (the "2004 Ordinance"), has previously found

that

it is useful, nec essa ry

and desirable to acquire certain undeveloped real property located within Rosehi l l

Cemetery (the "Rosehill Nature Area") in order to preserve such open space and the

natural water features and forested a rea included therein as a nature

preserve,

public park

and wildli fe refuge, for the recreation, education an d enjoyment of the gen eral public (the

"Project"); and

W H E R E A S ,

pursuant to the 2004 Ord inanc e, the City f iledthatcertain CaseNo. 05

L

05 075 0 in the C ircuit Co urt of Co ok Coun ty (the "C ond em nation L itigation") to acqu ire the

Rosehil l Nature Area

from

i ts current owner, SCI Illinois

Serv ices,

Inc., an Illinois

corporation (the "Ce m etery O wne r"), pursuant to the City's exe rcise of its power of eminent

domain; and

W H E R E A S ,

the City, acting by and through its Department of Housing and

EconomicDevelopment (together

with

the predecessordepartments thereto, "DHED")and

the Ce m etery Own er (the "P arties") have eng age d in settlem ent discussionsin an

effort

to

reach a mutually beneficial agreement

that

will, among other things, enable the City to

acquire the 20.58 5 ac res of the Ro seh ill Nature Are a legally des cribed on Exh ibit A to this

ordinance (the "Property") and permit the Cemetery Owner to retain certain easement

interests and use rights with respect to the Property and, in particular, the pond water

located thereon; and

W H E R E A S ,

the Pa rties have agreed to settle the C ondem nation Lit igation and have

enteredintothe Agre ed Orde r attached as ExhibitB to this ordinan ce (the "Agre ed Order"),

which the Corporation Counsel has executed pursuant to the

authority

granted under the

2004 Ordinance, but the effectiveness of which is, pursuant to Paragraph M thereof,

subject to the approval of the City Counci l ; and

W H E R E A S , pursuant to and in implemen tation of the Agreed O rder, and in order to

arrange for the orderly transfer of the Property, to facilitate the construction of the Project,

1

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to a ssure the Cem etery Owner cont inued accessto an d use of the pond w ater located on

the P roperty, to establish certain setba cks around the pe rime ter of the P roperty, and to

confirm certain other agreem ents betwee n the Pa rties conc erning thefuture development

and cooperative use and operation of their respective properties, the Commissioner of

DH ED ( the "C om m issioner") and the C em etery Ow ner have executed the P urch ase and

Sa le Agreem ent attached as Exhibit C to the Agree d Order (the "Pu rcha se and Sa le

Agre em ent"), which execu tion is, however, su bject to ratif ication and a pproval of the C ity

Counci l . The

Purchase

and Sa leAgreem ent includes as (sub)exhibifs the finalformof the

following documents to be executed and recorded by the Parties on the closing date

specified

in the P urch ase and Sa le Agreem ent: (a) the Fenc ing Ea sem ent Agreem ent

attached as (sub)exhibit B ; (b) the S etbac k Ar ea Re strictive Co ven an ts Ag reem ent

attached as (sub)exhibit

C;

and (c) the W ater F acili ties and

Access

E asem ent Agreement

attached as (sub)exhibit D to the P urch ase and Sa leAgreem ent (the Pu rcha se and Sa le

Agre em ent, s uch three additional a greem ents, all other exhibits to the Purchasea nd Sa le

Agreement and documents ancillary thereto, collectively, the "Transaction Documents");

and

W H E R E A S , the City Counci lf inds the settlement of the Co nde m na tion Lit igation in

consideration of the City's payment to the Cemetery Owner of the sum of Seven Mill ion

Seven Hundred Fi fty-Three Thou sand and No/100 Dollars ($7,753,000) (the "Purch ase

Price"), the acquisition of the Property for the Project, and the City's performance of its

other agree m ents and obligations under the Agree d Order and Transaction Docum ents, all

to be in the best interest of the City; now, therefore,

BE

IT

ORDAINED

BY THE

CITYCOUNCIL

OF THE

GITY

OF CHICAGO:

S E C T I O N1. Th e foregoing recitals and findings are hereby adopted as the findings

of the City Cou nc il and constitute a m aterialpartof this ordinan ce.

S E C T I O N 2. Th e City Co un cil authorizes the acqu isit ion of the P roperty and the

establishm ent of a nature preserve and pu blic park thereon, in order to prese rve the o pen

spaces,natural water features, a nd forested are as located thereon as a nature preserv e,

public park, and wildli fe refuge, and for the recreation, education and enjoyment of the

general public.

S E C T I O N

3. Th e City Co un cil approve s and ratif ies the prior execution of the

Agreed O rder by the Co rporation Co un se l and the C ity's performanc e of its o bligations

under the Agre ed Order. The CityCounci lapproves the paym ent of the Purch ase Priceas

the monetary award due as

just

com pensation under such Agreed O rder which sha ll be

paid from legally available funds of the City, which are hereby appropriated for such

purpose.

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ordinance.doc


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S E C T I O N

4. Th e City Co un cil approv es and ratif ies the prior execution of the

Purchaseand Sa leAgreem ent by the C om missioner, and the

Commissioner 's

execution of

the additional T ransa ction D ocum ents, including the grants, reservations and imposition of

the easements, setbacks, use rights, restrictive covenants and other rights and real

property interests setforththerein, and the City's performa nce of its obligations under such

Transact ion Documents.

S E C T I O N

5. The C om m issioner is authorized to execute such docum ents as may

be necessaryto im plement this ordinan ce an d the terms and cond itions of the Transaction

Documents, subject to the review and approval of the Corporation Counsel . The

Commiss ioner

isfurtherauthorized an d directed to take , in cooperation

with

the C hicago

Park District, all actions n ece ssary to de velop 'the Project on the Property, including,

without limitation, applying for, receiving and expending grants, subject to appropriation

thereof,

from

the United

States,

the S tate of Illinois, units of local gove rnm ent (collectively,

"Government Bodies") and private entit ies or individuals, and executing such

intergovernmental agreements

with

the Ch icag o Pa rk District and such other Gov ernm ent

Bodies ,and other agreem ents

with

private entit ies or individuals, as m ay be ne ces sary or

appropriate to arrange for the orderly transfer of own ership, deve lopme nt a nd operation of

the P roperty to the C hica go Park District, subject to su ch retained obligations (including

indemnification obligations) as the City may have under the Agreed Order and the

Transaction, including,

without

l imi tat ion, amendments to the Transact ion Documents

reasonably necessary or appropriate to the transfer, development and operation of the

Projec t, subject to the review an d approval of the Co rporationCounsel. The Comm iss ioner

isfurtherauthorized and directed to unde rtake studies, prepare

surveys,

hire con sultants,

enter into project agreements and rights ofentrywith contractors and subcontractors for

the Project, and take any other actions necessary and desirable to acquire, develop and

construct the P roject. The C ity Counci lratif ies and a ffirms all actions of the Co m m issioner

and Corporation Counsel to the date hereof previously taken in furtherance of the Project..

S E C T I O N

6. Follow ing the acqu isition of the P roperty, the C ity, in coo pera tion

with

the C hica go Park District, sha ll establish the nature preserve a nd pu blic park and carry out

the Project and shall , by appropriate recorded restrictions, preserve it perpetually as a

nature preserve, public park and public open

space,

so as to preserve, protect and

enh anc e its natural features. The Property shall be conve yed to the C hica go Park District,

which shall thereafter operate and maintain such Property in accordance

with

the

requirements of the preceding sentence, and subject to the terms and conditions of the

Agreed Order and the Transaction Documents, as applicable. The Mayor or his proxy is

authorized to execute, and the City Clerk is authorized to attest, a deed or deeds

conveying the Property to the Chicago Park District, subject to the approval of the

Corporation Counsel ,and su ch other Transact ion D ocume nts (or documents executed in

furtherance of such Transact ion D ocum ents), as may be ne cessary to grant, reserve and

impose the ease m ent, setbac k, use rights, restrictive c oven ants and other rights an d real

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property/interests provided for in such Transa ction Do cum ents, or otherwise ex ecu te and

operate the Project.

S E C T I O N

7. If any provision of this ordina nce sh all be held to be invalid or

unen forceable for any rea son , the invalidity or unenforceability of such provision sh all not

affect any of the other provisions of this ordinance.

S E C T I O N

8. All ordinanc es, resolutions, m otions or orders in conflict

with

this

ordinance are hereby repea led to the extent of such conflict. This ordinance sh all be

construed c onsistently with, and in furtherance of the 2004 O rdinan ce, which s hall rema in

infull force and effect, as supplemented hereby.

S E C T I O N

9. This ordinance sha ll be effective upon its pass ag e and approva l.

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Exhibit A

LegalDescription of Property

[ S E E

ATTAC H MENT]

5

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EXHIBIT

A

LegalDescriptionofNaturePreserveProperty

T H A T P A R T O F T H E S O U T H W E S T 1/4 OFS E C T I O N 6,T O W N S H I P40N O R T H , R A N G E

14, E A S T O F T H E T H I R D P R I N C I P A L M E R I D I A N , D E S C R I B E D A S F O L L O W S .

C O M M E N C I N G A T T H E S O U T H W E S T C O R N E R OF T H E SO U T H W E S T 1/4 OF S A I D

S E C T I O N 6; T H E N C E N O R T H 0 143' 39"W E S T , 710.00 F E E T, A L O N G T H E W E ST L I N E

O F T H E S O U T H W E S T 1/4 OFS A I D S E C T I O N6; T H E N C E N O R T H 88 16' 21"E A S T ,

39.00 F E E T , T OAP O I N T O N T H E E A S T E R L Y R IG H T OF W A Y L IN EOF N O R T H

W E S T E R N A V E N U E , S A I D P O I N T B E I N G39.00 F E E T E A S TOFA N D P A R A L L E L W I T H

T H E W E S T L IN E O F T H E S O U T H W E S T 1/4 OF S A I D S E C T I O N 6, F O R T H E P O I N T O F

B E G I N N I N G ; T H E N C E C O N T I N U I N G N O R T H 88 16* 21"E A S T ,475.00 F E E T ; T H E N C E .

N O R T H 6 6 00' 00"E A S T , 160.00 F E E T ; T H E N C E N O R T H 0000' 00"E A S T , 198.00

F E E T ; T H E N C E N O R T H 6 600' 00"W E S T , 128.00 F E E T ; T H E N C E N O R T H 0000' 00"

E A S T ,372.00 F E E T; T H E N C E S O U T H 9 000' 00"W E S T , 132.00F E ET ; T H E N C E N O R T H

0000' 00"E A S T , 122.00 F E E T ; T H E N C E N O R T H 4200' 00"E A S T ,92.00 F E E T ;

T H E N C E N O R T H 0000' 00"E A S T , 332.00 F E E T ; T H E N C E N O R T H 2900' 00" E A S T ,

217.00 F E E T ; T H E N C E N O R T H 1200' 00"E A S T , 12.00F E E T ; T H E N C E N O R T H 1100'

0 0 " W E S T , 116.00 F E E T ; T H E N C E N O R T H 29 14' 54"W E S T , 103.34 F E E T T O A P O I N T

T H A T IS 233.00 F E E T S O U T HOFA N D

P A R A L L E L

W I T H T H E N O R T H L I N EOFT H E

S O U T H W E S T 1/4 OFS A I D S E C T I O N 6; T H E N C E S O U T H 88 12' 34"W E S T , 530.29

F E E T ,

P A R A L L E L

W I TH S A I D N O R T H L I N E A F O R E S A I D , T O AP O I N T O N T H E

E A S T E R L Y

R I G H T O F W A Y L I N E

OF

N O R T H W E S T E R N A V E N U E , S A I D P O I N T B E I N G

50.00

F E E T E A S T O F A N D

P A R A L L E L

W I T H T H E

W E S T

L I N E O F

T

H E S O U T H W E S T

1/4 OFS A I D S E C T I O N 6, A N D A L S O B E I N G233.00 F E E T S O U T H OFA N D P A R A L L E L

W I T H T H E N O R T H L I N E O F T H E S O U T H W E S T 1/4 OFS A I D S E C T I O N 6; T H E N C E

S O U T H 0 1 25' 3"W E S T , 200.31 F E E T , A L O N G S A ID E A S T E R L Y R IG H T OF W A Y L IN E

T O AB E N D P O I N T , S A I D P O I N T B E I N G 39.00 FE E T E A S TOFA N D P A R A L L E L W I T H

T H E W E S T L IN E O F T H E S O U T H W E S T 1/4 OFS A I D S E C T I O N 6,A N D A L S O B E I N G

433.00 F E E T S O U T H OFA N D P A R A L L L E L W I TH T H E N O R T H L IN E O F T H E

S O U T H W E S T 1/4 OFS A I D S E C T I O N 6; T H E N C E SO U T H 0143' 39" E A S T , 1,5 11.07

F E E T , A L O N G S A ID E A S T E R L Y R IG H T OF W A Y L IN E , T O T H E P O I N T O F

B E G I N N I N G , A L L IN C O O K C O U N T Y , IL L IN O I S, C O N T A I N I N G 20.585 A C R E S , M O R E

O R L E S S .

T H E A B O V E - D E S C R I B E D P R O P E R T Y IS T H E S A M E P R O P E R T Y AS (A) T H E

E X C E P T I O N P A R C E L L E G A L L Y D E S C R I B E D A N D D E P I C T E D INT H E P L A TOF

S U R V E Y OFP A R T OFR O S E H I L L C E M E T E R Y P R E P A R E D B YC3 C O R P O R A T I O N

( R E V .2, 09/5/11), (B)T H E N A T U R E P R E S E R V E P R O P E R T Y (a/k/a E X C E P T I O NTO

R O S E H I L L C E M E T E R Y , P A R K

D I S T R I C T

P A R C E L )

L E G A L L Y

D E S C R I B E D A N D

D E P I C T E D INT H E P L A TOFR O S E H I L L C E M E T E R Y D E T A I L B P R E P A R E D B YC3

C O R P O R A T I O N (R E V .2, 09/05/11) and (C)T H E N A T U R E P R E S E R V E P R O P E R T Y

L E G A L L Y D E S C R I B E D A N D D E P I C T E D INT H E P L A TOFN A T U R E P R E S E R V E

P R O P E R T Y , P E R M A N E N T E A S E M E N T P A R C E L , D R A I N A G E E A S E M E N T A R E A ,

S E T B A C K

A R E A , T E M P O R A R Y F E N C I N G A C C E S S A R E A , F E N C I N G E A S E M E N T

A R E A A N D F E N C I N G B O U N D A R I E S P R E P A R E D BY C3 C O R P O R A T I O N ( R E V. 5,

09/06/11).


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Exh ib i t B

Agre ed Order ,

[ S E E ATTAC H MENT]

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(The Above Space For Recorder's Use Only)

IN

T H ECIRCUITCOU R T

OF

C O O K C O U N T Y

ILLINOIS

C O U N T Y D E P A R T M E N T -

L AW

DIVISION

C I T Y OFC H I C A G O ,a municipal

corporation,

Plaintiff,

v.

SC I I L L I N O I S S E R V I C E S , I N C . ,

S U C C E S S O R

B Y

M E R G E R T O

B L A K E - L A M B

F U N E R A L

H O M E S , IN C ., F O R M E R L Y K N O W N A S .

R O S E H I L L H O L D I N G S , IN C ., R O S E H I L L

M E M O R I A L , IN C ., A N D R O S E H I L L

C E M E T E R Y C O M P A N Y ;

T H E N O R T H E R N

T R U S T

C O M P A N Y ; A N D

U N K N O W N

O W N E R S

Defendants.

C O N D E M N A T I O N

CASE NO.: 05 L050750

PartialTaking

West Ridge Nature Preserve

RosehillCemetery

A GR EED

J U D G M E N T

ORDERPURSUANT

TO

STIPULATION

T H I S M A T T E R C O M I N G ON TO BEH E A R D upon the Complaint of the C I T YOF

C H I C A G O , a municipal corporation and home rule unit of government, for theascertainmentof

just compensation to be paid for the taking by said Plaintiff, for park and

nature

preserve

purposesin its Complaint mentioned and set forth, of the property described on

Exhibit

A

hereto

consisting of 20.585

acres

(the "Property"), being a portion of

Rosehill

Cemetery, the said

Complaint to Condemn having been initially

filed

on August 11, 2005, and

pursuant

to

negotiations, as amended hereby toreducetheareaof the

take

from 50.33

acres

tothatproperty

described on

Exhibit

A consisting of 20.585 acres,as provided hereinafter; and thePlaintiff,the

C I T Y OF C H I C A G O , a municipal corporation

( " P L A I N T I F F " ) ,

appearing by S T E P H E N

P A T T O N , Corporation Counsel and S T E V E N J. H O L L E R , Deputy Corporation Counsel and

N E A L &

L E R O Y ,

LLC and

R I C H A R D

F.

F R I E D M A N ,

its Attorneys; Defendant, SCI

-1 -


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beginning the dateof this Order to the date the Monetary Award is deposited with the Cook

County Treasurer. IfP L A I N T I F F

does

not deposit the MonetaryAw ardwithintwenty (20) days

ofthe entry of this Order, then this Order may be vacated by P L A I N T IF F or D E F E N D A N T .

Uponsuch vacation, the Parties shall be restored to their pre-Order positions with

respect

to Case

N o .05 L 050750, including but notlimitedtoD E F E N D A N T 'STraverse andM ot ionto Dismiss

and D E F E N D A N T ' S Request for Compensation,

filed

June 26, 2006 in

response

to the

P L A I N T I F F ' S M ot i on for Preliminary Injunction and the order enteredJuly 10, 2006, finding

that

just compensation was due

D E F E N D A N T

for the temporary taking by

P L A I N T I F F .

D .

Upon

deposit, the County Treasurer shall invest the Monetary

A w a r d

in an

account with an institution approved by both Parties to draw interest subject to further order of

this Court. Notwithstanding the foregoing, the Monetary A w a rdshall not be disbursed to any

person and neither title nor possession shall be transferred to the P L A I N T I F F until the

P L A I N T I F F

has obtained the approval of the City

Council

of the City of Chicago for the

rezoning of the property described in

Exhibit

B

hereto

containing approximately 489,721

square

feet

of land (the "Senior Housing and Institutional Parcel") to a

R M -5

zoning

classification

and

Closing(as defined in Paragraph E below) occurs. Uponthef inalClosingunder the Transaction

Documents (as defined in Paragraph E below), all interest earned on the MonetaryA w a rdshall

be paid to D E F E N D A N T ,SCI

Illinois

Services, Inc. If such

finalClosing

should not occur, the

Monetary

A w a r d

shall be refunded to

P L A I N T I F F,

together

with all interest earned thereon, as

set forth below.

The P L A I N T I F F acknowledges that its taking of the Property has' required

D E F E N D A N T ,

SCI

Illinois

Services, Inc. to revise its

master

plan for the entire Rosehill

Cemetery to

assure

the cemetery's long-term economic viabilityand future development and to

provide burial

space

and services for

D E F E N D A N T 'S

clients' families. As

part

of such

master

planning

efforts, the

D E F E N D A N T

has determined

that

the rezoning of the Senior Housing and

Institutional Parcel to R M -5 (the " R M - 5Rezoning") is necessary to enable future development

ofsuch property with a minimum 2.0

floor

arearatio

( " F A R " )

and approximately 979,442 gross

square feet

of improvements subject to the other requirements of the RM-5 zoning, plus

accessory parking, which would be excluded from the

F A R

(either surface, above ground

garage

or below ground

garage)

to the

extent

permitted under Section 17-17-0305 of the

M unicipal

Code of the Cityof

Chicago,

with at least 300 units of senior housing with supporting accessory

usesincluding, but not limitedto,

offices,

cafeteria,

storage,

storm water detention and activity

areas.

The Senior Housing and Institutional Parcel may be cumulatively developed with

approximately 979,442 gross

square feet

of improvements, subject to the other requirements of

the

R M - 5

zoning, with any

lawful

use permitted under the

R M - 5

zoning in the

M unicipal

Code

of

the

City

of Chicago including but not

limited

to a cemetery, mausoleum and columbarium,

subject to and includinguses provided in the covenants and conditions of record (including,

without limitation, the use restrictions and other obligations set forth inthatcertain Declaration

of

Covenants and Restrictions dated as ofJune11, 1990, recorded as Document 90341225, as

amended (the "1990 Declaration")).

D E F E N D A N T ' S

anticipated future development of the

Senior

Housing and Institutional Parcel as described above requires mandatory planned

development review and approval under Section 17-8-0500 of the Zoning Ordinance, (or a

successor provision

thereto)

as of the date of this Order, and P L A I N T I F F , the Zoning

Administrator, the Commissioner of the Department of

Housing

and

Economic

Development and

the

Alderman

of the ward in

which

the Senior Housing and Institutional Parcel is located

agree

to

cooperate

to the

best

of their ability with

D E F E N D A N T

in timely processing the planned

development application and zoning process and to reasonably support

D E F E N D A N T

in seeking

such approval of the planned development.

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Th e PLAINTIFF acknowledges

that

the D E F E N D A N T ,by agreeing to the P L A I N T I F F ' S

takingof the Property pursuant to this Order,shallbe substantially changing its positionwith

respect to the future development of the remainingR osehillCemetery property. For this reason,

the D E F E N D A N Thas required time to obtain suchR M -5 Rezoningapproval prior to transfer of

titleand possession to

assure

the

feasibility

of the

D E F E N D A N T 'S

plans. The Parties anticipate

that the

filing,

hearing, and legislative or administrative process applicable to such RM-5

Rezoning wil l

take approximately two months, but in no event later than November 17, 2011,

and have agreed to deferClosingand the transfer of title and possessionuntilsuch process is

complete, but in no event later than November 30, 2011. The

Zoning

Administrator, the

Commissioner of the Department of Housing and Economic Development, and the current

Alderman

of the 40th

Ward

have agreed to cooperatewiththe

D E F E N D A N T

byintroducingthe

ordinance necessary to effect and obtain such R M - 5 Rezoning. D E F E N D A N T acknowledges

thatthe entry of this Order does not constitute a grant or order of any such entitlement,

which

must be obtained through normal means and on the merits of the proposed R M - 5 Rezoning or

any required planned development as referenced above. D E F E N D A N T and P L A I N T I F F

shall

use diligent efforts to timely submit, give and process all necessary applications and notices as

may

be required

with

respect to the

R M - 5

Rezoning

(collectively,

the

" R M - 5 Zoning

Required

Approvals")sothatthe introduction of an ordinance for such R M - 5 Rezoning occurs no later

than September 8, 2011.

T h e D E F E N D A N T agreesto cooperate with P L A I N T I F F and to use diligent efforts to

timelysubmit, give and process all necessary applications and notices as may be required to

obtain any required approval (if any) of any State of

Illinois

department or agency having

jurisdiction

over a sale of the Property (ifapplicable, the "State

Approvals",

and together

with

the R M - 5

Zoning

RequiredApprovals,the "RequiredApprovals"). The Parties anticipate

that,

if

required, the approval process wil l be complete on or before November 17, 2011.

D E F E N D A N T and P L A I N T I F F

shall

use diligent efforts to timely submit, give and process all

necessary applications and notices as may be required (if

any)

sothatany request for approval (if

required) occurs no later than September 8, 2011.

E .

Upon

the receipt of the Required

Approvals

and payment of the Monetary

Aw ard

to D E F E N D A N T , (i) the D E F E N D A N T ' S Request for Compensation,

filed

June 26, 2006 in

response to the P L A I N T I F F ' S M ot i on for Preliminary Injunction,

shall

be dismissed, with

prejudice, pursuant to the provisions of this Paragraph E, and the order entered

July

10, 2006,

finding

thatjust compensation was due

D E F E N D A N T


P L A I N T I F F ,

shallbe deemed vacated,(ii)the P L A I N T I F F ' S motion to amend the

complaint

to reduce the area

ofthe take to 23.4 acres filedOctober 28, 2008,

shall

be deemed granted in part, and the new

descriptionof property described therein

shall

be the Property,

which

is described onExhibitA

hereto,comprising20.585 acres, and (iii) withinfourteen (14) days ofthe dateofthe last ofsuch

Required

Approvals

but in no event later than November 30, 2011, the Parties

shall

consummate

the transaction in accordance

with

the terms of this Order and the Purchase and Sale Agreement

Fo r West Ridge Nature Preserve and the exhibits attached thereto (such final, executed

documents,

collectively,

the "Transaction Documents,"

which

are attached hereto as

Exhibit

C

and made an integral part hereof) (the "Closing").,pursuant to

which

the Parties shal grant and

reserve certain

easement,

covenant and water

facilities

rights, all as set forth in the Transaction

Documents.

Provided the Required Approvals are granted, the transfer of title and possession

shalloccur on or before November 30, 2011,withtime being of the essence. If the Required

Approvalsare not received by November 17, 2011, this Order

shall

be vacated, and the Parties

shall

be restored to their pre-Order positionswithrespect to CaseN o .05 L 050750,

including

but

-4-


14/156

not

limited

to


Traverse and

M ot ion

to Dismiss and


Request

fo r

Compensation,

filed

June26, 2006 in

response

to the

P L A I N T I F F ' S M ot ion

for Preliminary

Injunction and the order entered July 10, 2006, finding that just compensation was due

D E F E N D A N T


P L A I N T IF F

referenced above. In suchevent,upon

the joint application of the Parties, the Court

w i ll

directthatthe MonetaryA w a rdand all interest

earned thereon be refunded to

P L A I N T I F F .

If

a third party files a lawsuit to challenge the approval of the rezoning of the Senior

Housing

and Institutional Parcel to

R M -5within fiveyears

of such rezoning (such period being

the applicablestatuteof

limitations

under 735

ILCS

5/13-205),

P L A I N T I F F

shall timely defend

against such lawsuit to the

best

of its

ability.

In the

event

a third party is successful in obtaining

a

final

order

that

declares the

R M - 5

Rezoning

invalid

or unconstitutional, then the cure period

and

damages

provisions set forth in the second paragraph of Paragraph H below

that

are

applicable to a rescission,

change

or downzoning of the Property by

P L A I N T IF F

shall also apply

to such a third party's zoning challenge, and the

PLAINTIFF 'S

and


respective

rights and remedies after the

final

order is

entered

in such zoning challenge.

F. Upon

the

Closing

described in Paragraph D and

E(iii)

above, the

P L A I N T I F F

shallbe vested as fee simple absolute title holder to the Property in its

" A S

IS" and

" W H E R E

IS " condition as ofClosingand subject to covenants, conditions and restrictions of record, and

D E F E N D A N T shall immediately turn over possession of the Property to the P L A I N T I FF . The

Partiesagreethatthe Property shall be transferred in its" A S IS" and" W H E R E IS" condition, as

described in the Transaction Documents. UponsuchC losing,

D E F E N D A N T

shall be entitled to

make immediate application to the Court for the immediate disbursement of the MonetaryAw ard

to

D E F E N D A N T .

G . D E F E N D A N T

is not obligated to remove anything on the Property as of thedate

of

this Order. If the

D E F E N D A N T

has not removed all fixtures and equipment prior to the

date

ofClosingexcept as may otherwise be set forth in the Transaction Documents, the P L A I N T I F F

can considertheseitems abandoned and, except as may otherwise be set forth in Section 2.01 of

the WaterFacilitiesand Access Easement Agreement and the other Transaction Documents, may

dispose of such fixtures and equipment without further notification or compensation due to the

D E F E N D A N T .

H . P L A I N T I F F

agrees that

D E F E N D A N T

has substantially changed its position and

future development options by settling this

case

and agreeing to the conveyance of the Property

and

that D E F E N D A N T

has given up the right to

claim

substantial additional monetary

compensation all in good faith and in reliance upon the rezoning of the Senior Housing and

Institutional Parcel to a RM-5 zoning, and P L A I N T I F F ' S covenants and agreements in this

Order, including but notlimitedto Paragraph

D ,

and the Transaction Documents attached

hereto

as

Exhibit C . D E F E N D A N T

has

made

and may

hereafter

make substantial expenditures and has

incurred and may

hereafter

incur substantial obligations all in good faith and in reliance upon the

rezoning of the Senior Housing Parcel to a

R M - 5

zoning and

P L A I N T I F F ' S

covenants and

agreements in this Order, including but. not limited to Paragraph D, and the Transaction

Documents attached

hereto

as

Exhibit C .

Further,

D E F E N D A N T ,

in agreeing to close, and upon

Closing,shall have detrimentally relied upon the

R M - 5

Rezoning

a nd .PL A I N T I FF ' S

covenants

and

agreements

in this Order, including but not

limited

to Paragraph D, and the Transaction

Documents in performing its obligations under this Order.

-5-


15/156

Therefore,P L A I N T I F F agrees that ifthe SeniorHousingand Institutional Parcel's R M - 5

zoning, as it exists under Section 17-2 of the

Zoning

Ordinance and/or any related

Zoning

Ordinance

sections and definitions cited or referred to therein as of thedateof the

Closing

is

rescinded,

changed or downzoned by

P L A I N T I F F

at any time or

from

time to timewithin

fourteen (14) years of theClosing (an "AdverseZoningAction")(except in connectionwitha

rezoning

consented to by the D E F E N D A N T ) , then after each Adverse

Zoning

Action,

D E F E N D A N T

shall

have the rights described in this Paragraph. After the occurrence of an

Adverse Zoning

Act ion,

D E F E N D A N T

shall

be entitled to

file

a motion and seek one of the

following

remedies: either (a) the payment of

damages

in an amount determined by this Court to

be the difference between the then value of the Senior Housing and Institutional Parcel zoned

under the R M -5 zoning as it existed as of the

date

of the Closing,taking into account the 1990

Declarationrestrictions, and the value of the SeniorHousingand Institutional Parcel after such

Adverse

ZoningA ct ion

(the"MonetaryDamagesRemedy");or (b) a determination by this Court

thatsuch Adverse

Zoning Act ion

was arbitrary andcapricious,unconstitutional, in excess of the

City's

lawfulexercise of

police

powers, and/orthatthe

D E F E N D A N T ,

under applicable law and

based on D E F E N D A N T ' S change in position, foregone development opportunities for the

Property, acceptance of less than the D E F E N D A N T ' S appraised value, and D E F E N D A N T ' S

expenditures, and other facts and circumstances applicable to a vested rightsclaim,has a vested

right

to continuedR M - 5

zoning,

alongwithsuchinjunctive

relief

and/or order

from

this Court as

may be appropriate to give effect to such determination (any such remedy, a "Retained

Zoning

RightsRemedy").

D E F E N D A N T ,

in any proceeding before this Court, may

initially

seek

relief

inthe alternative (i.e.,D E F E N D A N Tmayinitiallyseek to establish a right both to the Monetary

Damages Remedy and a Retained

Zoning

Rights Remedy), but in no instance

shall

D E F E N D A N Tbe entitled to both a Monetary Damages Remedy and aRetaining

Zoning

Rights

Remedy. Uponanadjudicationby this Courtthat

D E F EN D A N T

has established a right to both

such remedies,

D E F E N D A N T

must

thereafter

elect

within

60 days of such adjudication as to

which

remedy to accept as D E F E N D A N T 'S sole damages. Except as set forth in clause (a) and

thedefinitionof theMonetaryDamages Remedy (and thenonlyi f D E F E N D A N Thas elected the

MonetaryDamages Remedy),D E F E N D A N T

shall

have no additionalclaim for any monetary

damages

in connectionwiththatAdverse

Zoning Act ion

except as provided in this paragraph. If

this Court

grants

the

relief

in (b) above,

P L A I N T IF F

agreesto waive its right to appeal such

order, or alternatively, ifP L A I N T I F F appeals and this Court's order granting the

relief

in (b)

above is affirmed by a final non appealable order, P L A I N T I F F agrees to pay consequential

damagesto D E F E N D A N T as determined by this Court. Anydamagesawarded by this Court

wil l

bear interest as ajudgment against P L A I N T I F F at the statutoryrateof 6% pursuant to 735

I L C S

5/2-1303. Ifwithinfour (4) months of

D E F E N D A N T ' S f ili ng

of a motion alleging any

such Adverse

Zoning Act ion, P L A I N T I F F restores

to

D E F E N D A N T

the

R M - 5

zoning rights

rescinded, changed or downzoned as a result of such Adverse

Zoning

Act ion (whether by

legislative approval of a map amendment, a text amendment, approval of a special use or

variance, administrativerelieforotherwise), then D E F EN D A N T

shall

not have aclaimfor either

remedy provided for under this Paragraph. Such four (4) month cure period

shall

be extended to

a

nine (9) month cure period

i f

the restorative action requires

passage

of

a

planned development,

due to the required submittals, public notice, and public hearing process required for planned

development approval, but only ifD E F E N D A N T agrees in

writing

thatpassageof a planned

development is an appropriate restorative action. D E F E N D A N T , at no expense to

D E F E N D A N T ,

agrees toallow

P L A I N T I F F

to perform surveys during normal business hours to

process and obtain such restorative

zoning

action(s) or procedure(s).

I f P L A I N T I F F violates the other covenants and agreements in the Transaction

Documents (other than a

violation

of Section 11.18 of the Purchase and Sale Agreement For

-6-


16/156

West

Ridge

Nature Preserve,

which

restatesthis ParagraphH ),

which violation

is not cured after

any applicable required notice and cure period set forth in the Transaction Documents,

D E F E N D A N T

shall

have the remedy or remedies set forth in such Transaction Documents

applicableto such other uncured

violation.

The provisions of this Paragraph H

shall

terminate

fourteen (14) years after thedateof Closing;provided howeverthatifD E F E N D A N Thas filed

one or more motions requestingreliefas provided in this Paragraph, then the provisions of this

Paragraph

shall

remain inful lforce and effectuntilafinalnon appealable order is entered.

I.

This

Court

shall

retain jurisdiction of the

matter

to enforce the

terms

of this

AgreedOrder Pursuant toStipulationand to enforce thetermsof the Transaction Documents. If

either of the Parties

fails

to perform any of thetermsoragreementsset forth in this Order or the

Transaction

Documents, this Court

shall

havejurisdictionand authority to resolve the

matter,

including

ordering

damages

and, i fappropriate, the

specific

performance by anydefaultingparty

of its obligations under this Order or the Transaction Documents. If the D E F E N D A N T

fails

to

turn possession over to the P L A I N T I F F asstatedherein, the P L A I N T I F F canrequestthis Court

fo r a WritorWritsof

Assistance

to put P L A I N T I F F in immediate possession of the Property.

Notwithstandingthe entry of this Agreed Order Pursuant to Stipulation, the P L A I N T I F F

shall

retain the right to abandon its taking of the Propertyuntilsuch time as P L A I N T I F F has been

vestedwithboth title and possession of the Property at Closing. IfP L A I N T IF F abandons, the

Parties

shall

be restored to their pre-Order positions

with

respect to Case No. 05 L 050750,

including but not limited to D E F E N D A N T ' S Traverse and M ot i on to Dismiss and

D E F E N D A N T ' S Request for Compensation, filed June 26, 2006 in response to the

P L A I N T I F F ' S M ot i on for Preliminary Injunction and the order entered

July

10, 2006,

finding

that

jusf

compensation was due D E F E N D A N T for the temporary taking by P L A I N T I F F

referenced above.

J . The

terms

ofthe Transaction Documents are incorporated herein by reference and

shall

be deemed to constitute an integral

part

of this Order.

K . The Parties waive any appeal

from

thisAgreedOrder Pursuant toStipulation

Order.

L . P L A I N T I F FandD E F E N D A N Talsoagreethatthis Order

shall

be

binding

on

their successors and assigns.

M .

This

Order

shall

not beeffectiveand

shall

not

bind

the Parties unless anduntilit

is both (a) approved by the D E F E N D A N T ' S Board of Directors on or before 5:00 p.m. on

September 30, 2011, and (b) approved by the City Councilof the City,and by theMayorof the

City, on or before 5:00 p.m. on October 10, 2011. D E F E N D A N T

shall inform

P L A I N T I FFof

the approval or disapproval by D E F E N D A N T ' S

Board

of Directors by written notice on or

before 5:00 p.m. on September 30, 2011, andD E F E N D A N T 'Sfailureto provide such notice by

suchdateand time

wil l

be deemed disapproval by the

D E F E N D A N T 'S Board

ofDirectors. If

this Order is disapproved (or deemed to be disapproved as aforesaid) by the D E F E N D A N T ' S

Board

of

Directors,

this Order

shall

be deemed to be vacated without further action of the Parties,

the Transaction Documents

shall

be terminated, the RM-5 Rezoning ordinance

shall

be

withdrawn, and the Parties

shall

be deemed to have returned to their respective previous

positions

as existed prior to the Order,

including

but not

limited

to D E F E N D A N T 'STraverse

and M ot iontoDismissand D E F E N D A N T 'S Request for Compensation, filedJune 26, 2006 in

response to the P L A I N T I F F ' S M ot i on forPreliminaryInjunction and the order entered

July

10,

2006,

finding

that just compensation was due D E F E N D A N T for the temporary taking by

-7-


17/156

P L A I N T I F F .

P L A I N T I F F shall inform

D E F E N D A N T of the approval or disapproval by City

Council and the Mayor by written notice on or before 5:00 p.m. on October 10, 2011, and

P L A I N T I F F ' S

failure to provide such notice by suchdateand time wi l lbe deemed disapproval

bythe City Counciland theMayor. If this Order is disapproved (or deemed to be disapproved as

aforesaid) by the City Counciland theMayor,this Order

shall

be deemed to be vacated without

further action of the Parties, the Transaction Documents

shall

be terminated, the R M -5Rezoning

ordinance

shall

be withdrawn, and the Parties

shall

be deemed to have returned to their

respective previous positions as existed prior to the Order, including but not

limited

to

D E F E N D A N T ' S Traverse and M ot i on to Dismiss and D E F E N D A N T ' S Request for

Compensation,

filed June26, 2006 in

response

to the P L A I N T I F F ' S M ot i on for Preliminary

Injunction

and the order entered

July

10, 2006,

finding

that just compensation was due

D E F E N D A N Tforthe temporary taking byP L A I N T I F F .

[ S I G N A T U R E S

A P P E A R O N N E X T P A G E ]

-8-


18/156

T H E C O U R T F IN D Sthat thereis nojust reason fo rdelaying theenforcementof, or.

appeal f rom,

saidJudgment.

E N T

Dated:

Agreedby:

PLAINTIFF

C I T Y O F C H I C A G O , a municipal

corporationandhomerule unit

o fgoven^ t

By.

S T E P H E N P A T T O N

C O R P O R A T I O N

C O U N S E L

Departmento f L a w

City of Chicago

121 North LaSalle Street, Room 600

Chicago,TL 60602

(312) 744-0220 r

DEFENDANT

SC I

ILLINOIS

SERV ICES INC. AS

SUCCESSOR BY MER GER TO

B L A K E -

L A M B

FUNERAL H OMES INC.

F O R M E R L Y

KNOWN AS ROSEHI LL

HOLDINGS INC. ROSEHILL

M E M O R I A L

INC. AND RO SEH ILL

C E M E T E R Y

C O M P A N Y

jJUOQE

ALEXANDER WHITE.

024

SEP

07 2011

By: .

M I C H A E L L .D E C E L L , Vice

President

-9 -


19/156

T H E

C O U R TF I N D S

that there

is no

just reason

fo r

delayingthe

enforcemento f,

or

appeal

f rom,saidJudgment.

\

E N T E R :

J U D G E

Dated:

Agreed

by:

PLAINTIFF

C I T Y O FC H I C A G O , a municipal

corporation

and

home

ruleunit

o f

government

By.

S T E P H E N P A T T O N

C O R P O R A T I O N

C O U N S E L

DepartmentofLaw

CityofChicago

121 North LaSalleStreet,Room

600

Chicago, IL

60602

(312)744-0220

DEFENDANT

SCIILLINOISSERVICES INC. AS

SUCCESSOR BY MER GER TO B L A K E -

L A M B FUNERAL H OMES INC.

FO RME RLY KNOWN AS ROSEHILL

HOLDINGS INC. ROSEHILL

MEMOR IA L

INC. AND ROSEHILL

C E ME TE RY COMPANY

M I C H A E L1/

D E C E L L ,Vice

President

-9 -


20/156

Exhibit A

Legal

Description

of

Property

T H A T P A R T OF T H E S O U T H W E S T 1/4 OFS E C T I O N 6,

T O W N S H I P

40N O R T H , R A N G E

14, E A S T O F T H E T H I R D P R I N C I P A L M E R I D I A N , D E S C R I B E D A S F O L L O W S :

C O M M E N C I N G A T T H E S O U T H W E S T C O R N E R O F T H E SO U T H W E S T 1/4 OF S A I D

S E C T I O N

6;

T H E N C E N O R T H 0 1

43' 39"

WE S T,

710.00

F E E ' , A L O N G T H E

W E S T

L I N E

O F T H E S O U T H W E S T 1/4 OFS A I D S E C T I O N 6; T H E N C E N O R T H 88 16' 21"E A S T ,

39.00 F E E T , T OA

P O I N T

O N T H E E A S T E R L Y R IG H T OFW A Y L IN EOF N O R T H

W E S T E R N

A V E N U E ,

S A I D P O I N T B E I N G 39.00 FE E T E A S TOFA N D P A R A L L E L W I T H

T H E W E S T L IN E O F T H E S O U T H W E S T 1/4 O F S A I D S E C T I O N 6, F OR T H E P O I N TOF

B E G I N N I N G ; T H E N C E C O N T I N U I N G N O R T H 88 16' 21"E A S T ,475.00 F E E T; T H E N C E

N O R T H 6 6 00' 00"E A S T , 160.00 F E E T ; T H E N C E N O R T H 0000' 00"E A S T ,198.00

F E E T ; T H E N C E N O R T H 6 600' 00"W E S T , 128.00 FE E T ; T H E N C E N O R T H 0000' 00"

E A S T ,372.00 F E E T; T H E N C E S O U T H 9 000'00" W E S T , 132.00F E ET ; T H E N C E N O R T H

0000' 00"E A S T , 122.00 F E E T ; T H E N C E N O R T H 4200' 00"E A S T ,92.00 F E E T ;

T H E N C E N O R T H 0000' 00"E A S T , 332.00 F E E T ; T H E N Q E N O R T H 29

o

'00

,

00" E A S T ,

217.00 F E E T ; T H E N C E N O R T H 12 00* 00"E A S T , 12.00F E E T ; T H E N C E N O R T H

l

o

00

5

0 0 " W E S T , 116.00 F E E T; T H E N C E N O R T H 29 M ' 54"W E S T , 103.34 F E E T ' TOA P O I N T

T H A T IS 233.00 F E E T S O U T H OFA N D

P A R A L L E L

W I TH T H E N O R T H L I N E O F T H E

S O U T H W E S T 1/4 OFS A I D S E C T I O N 6; T H E N C E SO U T H 88 2*34"W E S T , 530.29

F E E T ,

P A R A L L E L

W IT H SA I D N O R T H L I N E A F O R E S A I D ,TO AP O I N T O N T H E

E A S T E R L Y R IG H T O F W A Y L I N EOF N O R T H W E S T E R N A V E N U E , S A I D P O I N T B E I N G

50.00 F E E T E A S TOFA N D

P A R A L L E L

W I T H T H E W E S T LI N E O F T H E S O U T H W E S T

1/4 OFS A I D S E C T I O N 6, A N D A L S O B E I N G233.00 F E E T S O U T H O F A N D

P A R A L L E L

W I T H T H E N O R T H L I N E O F T H E S O U T H W E S T 1/4 OFS A I D S E C T I O N 6; T H E N C E

S O U T H 0I

o

25' h " W E S T , 200.31 F E E T , A L O N G S A ID E A S T E R L Y R IG H T O F W A Y L IN E

T O AB E N D

P O I N T ,

S A I D P O I N T B E I N G 39.00 F E E T E A S TOFA N D

P A R A L L E L

W I T H

T H E

W E S T

L IN E OF T H E S O U T H W E S T 1/4 OF S A ID S E C T I O N 6,A N D A L S O B E I N G

433.00 F E E T S O U T H OFA N D

P A R A L L L E L

W I T H T H E N O R T H L I N EOFT H E

S O U T H W E S T

1/4 OF

S A I D S E C T I O N

6;

T H E N C E SO U T H 01

43' 39"

E A S T ,

1,5 11.07

F E E T , A L O N G S A ID E A S T E R L Y R I GH T OF W A Y L I N E , T O T H E

P O I N T

OF

B E G I N N I N G , A L L IN C O O K C O U N T Y , IL L IN O I S , C O N T A IN I N G20.585 A C R E S , M O R E

O R L E S S .

T H E A B O V E - D E S C R I B E D P R O P E R T Y IS T H E S A M E P R O P E R T Y A S (A) T H E

E X C E P T I O N P A R C E L L E G A L L Y D E S C R I B E D A N D D E P I C T E D INT H E P L A TOF

S U R V E Y OFP A R T OFR O S E H I L L C E M E T E R Y P R E P A R E D B YC3 C O R P O R A T I O N

( R E V .2, 09/5/11), (B)T H E N A T U R E P R E S E R V E P R O P E R T Y (a/k/a E X C E P T I O NTO

R O S E H I L L C E M E T E R Y , P A R K D I S T R I C T P A R C E L ) L E G A L L Y D E S C R I B E D A N D

D E P I C T E D INT H E P L A TOFR O S E H I L L C E M E T E R Y D E T A I LB P R E P A R E D B YC3

C O R P O R A T I O N ( R E V.2, 09/05/11) and (C)T H E N A T U R E P R E S E R V E P R O P E R T Y

L E G A L L Y D E S C R I B E D A N D D E P I C T E D INT H E P L A TOFN A T U R E P R E S E R V E

P R O P E R T Y , P E R M A N E N T E A S E M E N T P A R C E L , D R A I N A G E E A S E M E N T

A R E A ,

S E T B A C K

A R E A ,

T E M P O R A R Y F E N C I N G A C C E S S

A R E A ,

F E N C I N G E A S E M E N T

A R E A

A N D F E N C I N G B O U N D A R I E S P R E P A R E D B YC3C O R P O R A T I O N ( R E V.5,

09/06/11).

- 1 0 -


21/156

ExhibitB

LegalDescription

of Senior

Housing

and InstitutionalParcel

T H A T P A R T O F T H E S O U T H W E S T 1/4O F S E C T I O N6,T O W N S H IP40N O R T H , R A N G E

14, E A S T O F T H E T H I R D P R I N C IP A L M E R I D I A N . D E S C R I B E D A S F O L L O W S :

C O M M E N C I N G

A T T H E S O U T H W E S T C O R N E R O F T H E S O U T H W E S T 1/4O F S A I D

S E C T I O N 6; T H E N C E N O R T H0I

o

43' 39"W E S T ,710.00F E E T , A L O N G T H E W E S TL I N E

O F T H E S O U T H W E S T /4 OF SAID SECTION 6; T H E N C E N O R T H 8816'2 1 " EA ST,

39.00F E E T , T OAP O I N TO N T H E E A S T E R L Y R I G H T ,O F W A Y L IN E OF N O R T H

W E S T E R N A V E N U E , SAID PO I N TB E I N G39.00 FE E T E A S T O F A N D

P A R A L L E L

W I T H

T H E S O U T H W E S T 1/4 OF SAID SECTION 6, F O R T H E P O I N T O F B E G I N N I N GOF

P A R C E L

" C " ; T H E N C E N O R T H 8 7 48*07"E A S T ,630.00F E E T ; T H E N C E S O U T H 02 r

5 3 " E A S T , 140.00F E E T ; T H E N C E N O R T H 8 748' 07"E A S T , 165.00F E E T ; T H E N C E

SOUTH 02 11*53"EAST ,68.00 PE E T; T H E N C E N O R T H 8 709

37"EA ST',398.51 FEET;

T H E N C E S O U T H 3 1

02' 42"

E A S T ,

141.56

FEET, TO A

P O I N T

O N T H E

N O R T H W E S T E R L Y R IG H T O F W A Y L IN E O F N O R T H B O W M A N V 1I X EA V E N U E ;

T H E N C E S O U T H 5 8 57' 18"W E S T , 192.30F E E T, A L O N G S A ID N O R T H W E S T E R L Y

R I G H T O F W A Y L I N E ; T H E N C E N O R T H 1220'42" .WE ST,91.44F E E T ; T H E N C E

S O U T H 8 8 27'21" W E S T ,68.15 FE E T ; T H E N C E S O U T H 31 02'42"E A S T ,120.17 FEET,

TO AP O I N T O N T H E N O R T H W E S T E R L Y R IG H T O F W A Y L IN E OF N O R T H

B O W M A N V I L L E

A V E N U E ;

T H E N C E SO U T H 5 857' 18" WEST, 508.66F E ET , A L O N G

S A ID N O R T H W E S T E R L Y R IG H T O F W A Y L I N E ; T H E N C E N O R T H 0 156' 32" W E S T ,

239.08

F E E T , TO

AP O I N T

O N T H E S O U T H L I N E O F T H E N O R T H 2 C H A I N S O F T H E

W E S T

1/2 O F T H E S O U T H W E S T 1/4O F TH E N O R T H W E S T 1/4 O F S A I D S E C T I O N7;

T H E N C E S O U T H 8 8 27'2 1" WE ST,335.29 F E E T , A L O N G T H E S O U T H L I N E O F T FIE

N O R T H 2C H A I N S A F O R E S A I D ; T H E N C E S O U T H 0 158'0 7" EA ST,102.00F E E T , T OA

P O I N T O N T H E S O U T H L IN E O F T H E N O R T H234.00 F E E T O F T H E N O R T H W E S T 1/4

O F T H E S O U T H W E S T 1/4 O F T H E N O R T H W E S T 1/4 OFSAID SECTION7; T H E N C E

SO U TH 8 8 27" 21 " W EST ,275.94 F EE T , A L O N G T H E S O U T H L I N E O F T H E N O R T H

234.00 F E E T A F O R E S A I D , T OAP O I N T O N T H E E A S T E R L Y R IG H T O F W A Y L IN E O F

N O R T H W E S T E R N

A V E N U E ,

SAID P O I N T B E I N G50.00 F E E T E A S T O F A N D

P A R A L L E L

W I T H T H E

W E S T

L IN E O F T H E N O R T H W E S T 1/4 Of S A I D S E C T I O N7;

T H E N C E N O R T H 0 2 11'53" W EST,234.02 F E E T , A L O N G S A I D R I G H T O F W A Y L IN E ,

T O A P O I N T O N T H E N O R T H L IN E O F T H E S O U T H 1/2 O F T H E N O R T H W E S T 1/4 OF

S A I D S E C T I O N 7; T H E N C E S O U T H88

,,

27'2 1" WE ST, 11.00FE E T, A L O N G T H E N O R T H

L I N E O F T H E S O U T H

1/2

O F T H E N O R T H W E S T

1/4

O F S A I D S E C T I O N

7,

T O A

PO I N T

O N T H E E A S T E R L Y R IG H T O F W A Y L IN E O F N O R T H W E S T E R N A V E N U E , S A I D

P O I N T B E I N G39.00 F E E T E A S T O F A N DP A R A L L E L W I T H T H E W E S T L IN E O F T H E

N O R T H W E S T 1/4 O F S A I D S E C T I O N 7; T H E N C E N OR TH 02 11' 53" WEST,302.00

F E E T, A L O N G S A ID E A S T E R L Y R IG H T O F W A Y L I N E , T O T H E P O I N TOF

B E G I N N I N G , A L L TN C O O K C O U N T Y , IL L IN O I S, C O N T A I N IN G 11.319A C R E S , M O R E

O R L E S S .

-11-


22/156

T H E A B O V E - D E S C R I B E D P R O P E R T Y

IS

T H E S A M E P R O P E R T Y A S T H E

P R O P E R T Y

L E G A L L Y

D E S C R I B E D A N D D E P I C T E D

IN

T H E P L A T

OF

S U R V E Y

O F P A R T O F R O S E H I L L C E M E T E R Y D E T A ILAP R E P A R E D B YC3

C O R P O R A T I O N ( R E V .2 09/05/1 1) (a/k/a P A R C E L " C "

G R O S S

B O U N D A R Y ) .

The above described parcel is also the

same

parcel described as "Parcel C on

Exhibit

1

to

that

certain Declaration of Covenants and Restrictions

made

asof

June

11> 1990 by

RosehillCemetery Company and recorded in the Recorder's

Office

ofCookCounty on

July17, 1990 as document no. 90341225, as amended by the the First Amendment to

Declarationof Covenants and Restrictions

made

as ofA pri l 1, 1991 by

R osehill

Cemetery Company and recorded in the Recorder's

Office

ofCookCounty onA pril17,

1991 as document no. 91177219, and depicted as "Parcel C" in the Plat of

Survey

prepared by Gremley & Biedermann (OrderN o. 893065)dateDecember 14, 1989, and

depicted as "ParcelC "in

that

survey prepared by National Survey Service, Inc. dated

June

3, 2008. A nydifferences in

metes

and bounds calls are attributable to two (2)

factors. One, the accuracy of the equipment used for the re-survey and two, the co

ordinate system used. The Gremley & Biedermann survey was probably completed

based on a

"Local

Co-Ordinate System". The re-survey was based on

'''State

Plane -

Illinois

East Zone" system.

Both

the Gremley & Biedermann survey and the Re-survey

by C3

Corporation are

of

the

same

parcel.

-12-


23/156

Exhibit C

Transaction

Documents

[ S E E A T T A C H M E N T S ] .

1. Purchase and Sale Agreement for West

Ridge

Nature Preserve

2.

Fencing

Easement Agreement

3. Setback

Area

RestrictiveCovenants Agreement

4. Water

Facilities

and

Access

Easement Agreement

-13-

I3l90679v.2l


24/156

P U R C H A S E A N D S A L E A G R E E M E N T

FO R

W E S T R I D G E

N A T U R E P R E S E R V E

by

and between

the C I T YOFC H I CA G O ,anIllinoismunicipal corporation and home rule unit of government.

as Purchaser,

and

SC I I L L I N O I S S E R V I C E S , I N C . ,anIllinoiscorporation,

as Seller,

Dated as of September 201

This

document prepared by:

Afterrecordingmailto:

Steven J.Holler

Deputy Corporation Counsel

CityofChicago

121 North

LaSalleStreet,

Room 600

Chicago,

Illinois 60602

(312) 744-6934


25/156

T A B L EOFC O N T E N T S

A R T I C L E

1. Definitions andInterpretation 2

A R T I C L E

2.Purchaseand Sale of the NaturePreserveProperty andPurchasePrice 4

A R T I C L E

3. Environmental 5

A R T I C L E

4. Closing 5

A R T I C L E5. Closing Deliveries 7

A R T I C L E

6. City Counciland Seller Board of Directors Approval 9

A R T I C L E

7. Covenants,Representationsand Warranties 9

A R T I C L E

8. City's Post-Closing Construction Obligations 11

A R T I C L E

9. Notices 12

A R T I C L E

10. Default and Remedies 13

A R T I C L E

11. Miscellaneous 14

A R T I C L E

12. Required CityProvisions 16

E X H I B I T S

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

Exhib

t

A - l

Legal Description of Cemetery Property

t A -2 Legal Description ofNature

Preserve

Property

t

A -3

Legal Description

of

the Senior Housing/Institutional Parcel

t

A -4

Legal Description of the Maintenance FacilityParcel

tA -5 Legal Description of Remaining Cemetery Property (= Cemetery Property

excluding NaturePreserveProperty)

t B FencingEasement Agreement

t C

Setback

Area Restrictive Covenants Agreement

t D Water Facilities and AccessEasementAgreement

t E Permitted Exceptions

t F Dredging

t G Intentionally omitted

t H

A L T A

Statement

11 Owner's Aff idavit

t J F I R P T A Aff idavit

t

K - l

Access Gate To Water FacilitiesImprovements

t

K -2

Access Gate to Fenced In Portion ofPermanent EasementParcel

t L AgreedJudgmentOrder

t M Intentionally omitted

t N Gap Undertaking

t O Required

City

Provisions

-1 -


26/156

PURCHASEAND

S A L E

A G R E E M E N T

FORWEST RIDGE

N A T U R E

PRESERVE

ThisPurchaseand

Sale

AgreementforWestRidge NaturePreserve

(this

Agreement )

by and

between

the CITYOF

CHICA GO

anIllinois

municipal

corporationandhomerule

unit

ofgovernment,actingby and

through

its

Department

ofHousingandEconomicDevelopment,as

purchaser

(the

Chy

or the

Purchaser ),

and SCI ILLINOIS

SERVICES,

INC.,

an

Illinois

corporation,asseller (the Seller ),isdatedasofSeptemberj?,2011.

R ECIT A L S

A .

Seller owns

the

real property commonly known

as Rosehill

Cemetery located

generally south of West Peterson Avenue (and

a

small portion north of West Peterson Avenue),

west ofNorth Ravenswood Avenue, north ofWest Bowmanville Avenue,andeastofNorth

Western Avenue inChicago, Illinois (the "Cemetery Property") reflected onExhibitA- l

attached

hereto

and

made

.a

part

hereof.

B .

A

portion

of the

Cemetery Property

that

Purchaser

is

acquiring from Seller

pursuant to theterms and

conditions

of

this Agreement

and

that certain Agreed Order

(as

hereinafter defined) in form and

substance

as

reflected in

ExhibitL

attached

hereto

and

made

a

part

hereof, located northofWest

Bryn

M a w r Avenueasextended iswoodedandcontainsa

pond and is legally described on

Exhibit

A -2attached

hereto

and

made

a

part

hereof

and

consists

o f

approximately 20.585

acres(the

"Nature Preserve Property"). The western boundary of.the

Nature Preserve Property line shall

be

contiguous with

theeast

right

of

way line for North

Western Avenue. The Nature Preserve Property shall includethatportion of the existing fence

along North Western Avenue

within

such boundary

line.

C . TheCity

desires

to

acquire

the

Nature Preserve Property with

the

intent

of

thereafter

conveying theNature Preserve Property to theChicago Park District (the"Park

District")

amunicipal corporation andaunitof localgovernment created by theChicago Park

District

Act,

70 ILCS

1505/1

et

seq.

(the

"Park District

Act") . After

acquiring

the

Nature

Preserve Property,

the City (and

after

theCity's

conveyance

to the

Park District,

the

Park

District),

shalluse theNature Preserve Property solely fora

nature

preserve and parkpurposes

consistent with the Park

District

A ct(unless otherwise approved in writing by Seller).

D . The City Councilof the Cityhasauthorizedthe

City's

acquisition of the Nature

Preserve Property. In connection with the

City's

acquisitionefforts,theCityhas previously

filed

the Condemnation Proceeding (as hereinafter defined).

E .

To

settle

such Condemnation Proceeding,the Cityhasagreed topurchase from

the Seller,

and the

Seller

has

agreed

to sell to the City, the

Nature Preserve Property

in

accordance with the

terms

ofthisAgreement and the Agreed Order.

F . In connection with the sale of the Nature Preserve Property

to theCity,the

Seller

will

also

grantthe City aneasement

for

the

construction

and

periodic maintenance

of

certain

fencingon the

shared boundary lines

at theCity's

sole cost

and

expense

(to be

installed

the


27/156

sooner to occur of (i) opening of the Nature Preserve Property or (ii) December 31, 2013),that

shall

separate the Nature Preserve Property from the Remaining Cemetery Property (as

hereinafter defined), in accordance withthe Fencing Easement Agreement attached heretoand

made aparthereof asExhibitB (the "Fencing Easement Agreement") and the Seller wil lalso

agreeto certain setbacks, in accordancewiththe SetbackAreaRestrictive Covenants Agreement

attachedheretoand made aparthereof

as

ExhibitC (the "SetbackAreaAgreement").

G . The Seller presently makes exclusive and unrestricted use of the pond water

from

the Nature Preserve Propertyfortheirrigationand

ancillary

useso fthe Cemetery Property and in

connection therewith maintains a water tower, pump house, maintenance building,and pipelines

(both above and below ground) (such improvements,

collectively,

as more particularly defined in

the Water

Facilities

and Access Easement Agreement defined below, the "Water

Facilities

Improvements"). AfterSeller's conveyance of the Nature Preserve Property to Purchaser, the

Seller

shall retain the perpetual and exclusive right to use the water in the pond and the Water

FacilitiesImprovements for purposes of irrigation and ancillaryuses,in accordance

with

the

Water Facilitiesand Access Easement Agreement, attached heretoand made aparthereof as

Exhibit

D ,

consistent

with

the public park andnaturepreserve

uses

described therein (the "Water

Facilities

and Access Easement Agreement"),

which

agreement

shall also entitle the Seller to the

cemeteryidentificationsignage and other rights described therein.

N O W , T H E R E F O R E , in consideration of the above recitals, for the mutual covenants

and consideration set forth herein, the receipt and sufficiencyof

which

is acknowledged by the

parties, the partiesagreeasfollows:

A R T I C L E1 DefinitionsandInterpretation

Section1.01 Definitions. In addition to capitalized

terms

defined elsewhere in this

Agreement thefollowingwords have the meanings set forth below.

"Agreed Order" means the Agreed Judgment Order Pursuant To Stipulation dated

September 2011 entered inthe Condemnation Proceeding.

"Agreement"meansthis Purchase and Sale Agreement for West Ridge Nature Preserve,

together

withallexhibits, schedules, addenda andattachmentshereto.

ClosingDate"meansthe closing settlement

date

of the purchase and sale of the Nature

Preserve Property described inA rticle4o fthis Agreement.

"Commissioner"

means

theCommissionerofD H E DoftheCity.

"Condemnation

Proceeding"meansthatcertain eminent domain proceeding

filed

by the

Purchaser as Case No. 05 L 050750 in the Circuit Court ofCook County, Illinois,County

Department-Law

D ivision.

" D H E D "meansthe Department ofHousingand Economic Development of the City,or

any successor departmentthereto.

-2-


28/156

"Mayor"meansMayoro fthe City.

"PermittedExceptions"means the permitted exceptions cited onExhibitE.

"Remaining Cemetery Property" means the Cemetery Property less the Nature

Preserve Property

that

has been conveyed to the

City

as reflected on

Exhibit

A -5

attached hereto

and made a part hereof.

"Survey" means that current survey of the Nature Preserve Property dated Apri l 15,

2011, consisting of Sheet 1 (Northeast Quadrant), Sheet 2 (Northwest Quadrant), Sheet 3

(Middle

West Quadrant), Sheet 4

(Middle

East Quadrant), Sheet 5 (Southeast Quadrant) and

Sheet 6 (Southwest Quadrant, but mistakenly labeled as Southeast Quadrant) prepared by C3

Corp.,a surveyor licensed by the State of

Illinois

and

certified

to the Seller, the Purchaser, the

Park

District,

the

Title

Insurer and such other parties as Purchaser

shall

reasonably designate to

be further updated after the date of this Agreement (at Purchaser's sole cost and subject to

Seller'sapproval, not to be unreasonably withheld) so as to be prepared in accordance

with

the

standards forAmerican Land Title Surveys of the AmericanTitle Association andAmerican

Congress onSurveyingandMapping.

Section1.02 Interpretation, Language and Context. ThisAgreement, except where

the context by clear

implication shall

otherwise require,

shall

be construed and applied as

follows:

A . Definitions

include both singular and

plural.

B .

Pronouns include both singular and

plural

and coverallgenders.

C .

Except as may otherwise be expressly provided in this Agreement, the

word"include,"

"includes"

and

"including"

shallbe deemed to befollowedby the phrase

"without

limitation."

D .

Headings of sections herein are solely for convenience of reference and do

not constitute a part

hereof

and

shall

not affect the meaning, construction or effect hereof.

E . A ll attached exhibits are operative provisions pf this Agreement and are

incorporated by reference.

F . Reference to a

"Section"shall

mean a section of this Agreement.

G . "Hereof means of

this

Agreement(includingtheExhibits).

IL TheCommissioner,unless applicable law requires action by the corporate

authorities,

shall

have the power and authority to make or grant or do those things,that

are ministerial in

nature

or described in this Agreement for and on behalf of the City.

The

Citymay change its representative by providing the Sellerwithwritten notice of

suchchange.

-

3 -


29/156

I.

Seller hereby designates Stephen A. Webster (hereinafter "Seller

Representative") as its authorized representative who shall individuallyhave the power

and authority to make or grant or do those things that are ministerial in nature or

described in this Agreement for and on behalf of Seller. Seller may change its Seller

Representative byprovidingthe

City

withwritten notice of

such

change.

A R T I C L E2. Purchaseand

Sale

of the

Nature

PreservePropertyandPurchasePrice

Section2.01 Purchase Price. The Purchaser agreesto purchase the Nature Preserve

Property from the Seller, and the Selleragrees to sell the Nature Preserve Property to the

Purchaser, pursuant to thetermsand conditions of this Agreement. The purchase price for the

Nature Preserve Property, inclusive of any and all improvements, easements,rights, titles and

interests appurtenant thereto(except for rights retained by Seller as described in the Fencing

Easement Agreement, the Setback Area Agreement and the Water

Facilities

and Access

Easement Agreement), shall be SevenM i ll ionTwo HundredFif tyThree Thousand and No/100

Dollars

($7,253,000.00) (the "Purchase Price"). As additional consideration for the Nature

Preserve Property, and in

view

of the Seller's continuing perpetual and exclusive use of the pond

water and Water

Facilities

Improvements after theClosingDate for purposes of irrigation and

ancillary uses,

as more particularly described in the Water

Facilities

and Access Easement

Agreement, the Purchaser shall also pay on theClosingDate the sum ofFiveHundred Thousand

and No/100 Dollars ($500,000.00) in accordance with Water

Facilities

and Access Easement

Agreement to fund the Seller's dredging of the pond ("Dredging"), as more particularly

described therein (the

"Additional

Purchase

Price").

The payment of the Purchase Price and the

AdditionalPurchase Price shall be paid in

full ,

by the check, wire transfer or other delivery of

good

funds by the

City

(collectively, the "Cash Payment"), pursuant to the Agreed Order. On

the Closing Date, Seller shall pay to Purchaser the Sixteen Thousand and 'No/100

Dollar

($16,000.00) closing credit described in Section 1.01 of the Water Facilities Access and

Easement Agreement by check, wire transfer or other delivery of good funds by the Seller in

consideration of the Purchaser's undertakings under such Section 1.01 (the ClosingCredit").

Section2.02 No

Separate

Consideration for

Anci l la ry

Agreements. The parties

acknowledge andagreethatnoseparateconsideration,apart

from

the Seller's conveyance of the

Nature Preserve Property, and the Purchaser's payment of the Cash Payment,

together

with allof

the other undertakings expressly described in the Agreed Order and in this Agreement (including

the Exhibits attached

hereto

and made a

part

hereof, and the R M - 5 Rezoning [as defined in the

AgreedOrder]), shall be due

with

respect to the execution and delivery of the Fencing Easement

Agreement, the Setback Area Agreement or the Water Facilities and Access Easement

Agreement, and the interests granted therein.

Section2.03

Zoning

of Senior Housing/Institutional Parcel; Maintenance Facility

Build ingPermit;

Subdivision.

The partiesagreethatthe sale of the Nature Preserve Property

shall

eliminate certain future development opportunities for the Seller by materially decreasing

the size of the Cemetery Property. As a result, the Seller has undertaken certain long-term

planning and land use studies and determined that it is necessary and appropriate to seek a

zoning change to facilitate the future development of and make certain returns upon the

-4-


30/156

Remaining

Cemetery Property.

Specifically,

the Seller and the City

persons

identified in the

Agreed

Order shall

seek

the approval of the City

Council

of the City for the rezoning of the

Senior Housing/Institutional Parcel (reflected on

Exhibit

A-3 attached

hereto

and

made

a

part

hereof) to an

R M - 5

zoning

classification

(the "Zoning Change"). The parties acknowledge and

agree

thatthe approval of the Zoning Change by the

City Council

(and any other applicable

C ity

departments)

on or before the

Closing

Date shall (unless waived in writing by Seller) be a

condition

precedent

to the Seller's obligation to convey the Nature Preserve Property to the

Purchaser. In addition, prior to or after the

Closing

Date, the Seller may elect to

seek

certain

building

permits and other approvals necessary to construct a new maintenance building on the

Maintenance

Facility

Parcel (reflected on

Exhibit

A-4 attached

hereto

and

made

a

part

hereof).

The

City agrees

to

cooperate

with the Seller in the timely processing in due course of any

required permits and approvals. Further, prior to and/or after the

Closing

Date, the Seller may

elect to

seek

approvals necessary to obtain City Councilapproval for a plat ofsubdivisionthat

will subdivide the Cemetery Property intothreeor more lots (expected to consist of the Nature

Preserve Property, the Senior Housing/Institutional Parcel and the Remaining Cemetery

Property). The Cityagreestocooperatewith the Seller in the timely processing in due course of

any desired or required subdivision approvals and to reasonably support Seller in seeking such

approvals. The City agrees to pay directly to the surveyor (C3 Corporation) the

City's

proportionate

share

ofcostscharged by the surveyor in connection with such subdivision. For

purposes of this Section, the

"City's

proportionate

share"

shall be deemed to equal the

percentage

derived by

dividing

the

square

footage of the Nature Preserve Property by the sum of

the

square

footage of the Nature Preserve Property, the Senior Housing/Institutional Parcel plus

the Remaining Cemetery Property. The City obligations set forth in this Section 2.03 shall

survive the

Closing

Date.

A R T I C L E3.

Environmental

Section 3.01 Nature Preserve Property to be Conveyed As Is. Conditioned upon and

in reliance upon the Seller's

limited

warranties and

representations

contained in Section 7.02,

Purchaser

accepts

the conveyance of the Nature Preserve Property in its

" A S

IS" and " W H E R E

IS"

condition and acknowledgesthatit is not relying on and

wil l

not have the right to

take

action

after the

Closing

Date based on any

representations

or warranties by Seller whether in other

documents or verbal statements

made

by Seller or Seller's employees,

agents,,

successors or

assigns, as to the physical or environmental condition of the Nature Preserve Property or,

otherwise, except that the Seller

represents

and warrants to the

City,

that, to Seller's actual

knowledge,

there

are no graves, interments or burial

sites

located on the Nature Preserve

Property, or in the Setback

Area

(as defined in the Setback

Area

Agreement), or in the Fencing

Easement

Area

(as defined in the Fencing Easement Agreement). Seller also

represents

and

warrants

that

during Seller's ownership of the Nature Preserve Property, Seller has not conveyed

or otherwise granted rights,

interests

or

easements

to any

persons

or entities for graves,

interments or burial

sites

located on the Nature Preserve Property, or in the Setback

Area,

or in

the Fencing Easement

Area.

The

City

has heretofore had a right of entry to investigate (and has

investigated to the

City's

reasonable satisfaction) the condition of the Nature Preserve Property

and the City has had the right to perform (and has performed to the City's reasonable

satisfaction) such environmental and

hydrological.

due diligence work as the City

deems

to be

necessary or appropriate, includingphase II sampling (and the City has not identified any

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adverse environmental conditions relating to the Nature Preserve Property

which

the City is

unwillingto accept). TheCityagreesto be responsible forallenvironmental remediation,

if

any,

and wil lnot seek reimbursement or contribution from Seller for any environmental remediation

or any other cost or expense that City incurs that is related to the condition of the Nature

Preserve Property. The foregoing shall not be construed as imposing anyaffirmativeobligation

upon the Cityto remediate the Nature Preserve Property in the

absence

of any legal requirement

or

government

mandate

requiring such remediation in connection

with

the development and use

ofsuch Nature Preserve Property as a

public

park and

nature

preserve. The

terms

and provisions

set forth

in

this Section 3.01 shall survive theClosingDate.

A R T I C L E

4. Closing

Section

4.01 Conditions to

Closing.

The closing of the sale of the Nature Preserve

Property shall take place on the

date

specifiedor determined pursuant to the Agreed Order, but in

no event later than November 30, 2011 (suchdate,the ClosingDate").

Section4.02 Closing Costs and Prorations. On the ClosingDate, the Cityshall be

responsible for: the payment of all

State

of

Illinois,

County of

Cook

and

City

transfer taxes, if

any; one-half ofallreasonable costs of any escrows; all costs of the Survey andalltitle insurance

premiums and charges for the issuance of theTitle

Policy;

all recording fees; and all ofCity's

due diligence costs. Seller covenants to satisfy and obtain the release of all mortgage,

mechanic's, judgment, tax or other liens on or before the

Closing

Date. Seller also covenants to

pay all general realestatetaxesdue and payable

with

respect to the Nature Preserve Property on

or

before theClosingDate. Seller also covenants to pay all general realestatetaxes

that

have

accrued

with

respect to th