R-1399 - 09/23/2014 - TRAFFIC - Resolutions Exhibits ITEM 6.F.2
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AGENDA ITEM
Regular Board of Trustees Meeting
of
September 23, 2014
SUBJECT: Traffic Enforcement Agreement with Oakbrook Center
FROM: James R. Kruger, Chief of Police
BUDGET SOURCE/BUDGET IMPACT: None
RECOMMENDED MOTION: Move to approve Resolution 2014-TC-CTRL-R-1399
authorixzing an agreement with Oakbrook Center for traffic and parking enforcement.
Background/Historv:
The Village and Oakbrook Center had entered into an agreement for the Police Department to be able to
enforce certain traffic codes, in September of 1994. The agreement must expire twenty years from the
date of acceptance as provided for by the Illinois Vehicle Code in Section 625ILCS5/11-209. This
successor agreement will again be for the next twenty years. It has been reviewed by the Police
Department, Village Attorney, Oakbrook Center management and their legal counsel. The agreement
covers all parcels,whether owned by GGP or the other property owners of Oakbrook Center since GGP is
the manager of the common property.
Recommendation:
Request the Village Board approve the attached resolution and authorize the Village President to
sign and the Village Clerk attest to an agreement with Oakbrook Center for the enforcement of
traffic and parking regulations on the property of Oakbrook Center.
Last saved by jkruger J:\Village Board Reports\OBC Traffic 092314.docx
Last printed 9/16/2014 8:05 AM
RESOLUTION 2014-TC-CTRL-R-1399
A RESOLUTION APPROVING A TRAFFIC AND PARKING ENFORCEMENT AGREEMENT BY AND
BETWEEN THE VILLAGE AND OAKBROOK SHOPPING CENTER, LLC
WHEREAS, Section 11-209 of the Illinois Vehicle Code, 625 ILCS 5/11-209, provides
the Village of Oak Brook ("Village") the authority to enter into agreements with owners of
shopping centers to regulate the parking of automobiles and the traffic at such shopping
centers; and
WHEREAS, the Oakbrook Shopping Center, LLC is the owner of the shopping center
commonly known as the Oakbrook Center ("Oakbrook Center"); and
WHEREAS, pursuant to Section 11-209 of the Illinois Vehicle Code, the Village and
Oakbrook Shopping Center, LLC desire to enter into an agreement in order to empower the
Village to regulate parking and traffic at the Oakbrook Center ("Agreement"), which Agreement
is attached hereto as Exhibit A and incorporated herein; and
WHEREAS, the President and Board of Trustees have determined that it is in the best
interests of the Village to enter into the Agreement;
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS
as follows:
Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a
part of, this Resolution as the findings of the President and Board of Trustees of the Village of
Oak Brook.
Section 2: Approval of the Agreement. The President and Board of Trustees hereby
approve the Agreement by and between the Village and the Oakbrook Shopping Center, LLC in
substantially the same form as attached as Exhibit A and in a final form approved by the Village
Manager.
Section 3: Authorization and Execution of the Agreement. The Village President
shall be, and hereby is, authorized to execute the final Agreement in a final form approved by
the Village Manager.
Section 4: Effective Date. This Resolution shall be in full force and effect upon
passage and approval in the manner provided by law.
[SIGNATURE PAGE FOLLOWS]
Resolution 2014-TC-CTRL-R-1399
Approving Traffic and Parking Enforcement Agreement
Page 2 of 3
APPROVED THIS 23rd day of September, 2014
Gopal G. Lalmalani
Village President
PASSED THIS 23rd day of September, 2014
Ayes:
Nays:
Absent:
ATTEST:
Charlotte K. Pruss
Village Clerk
Resolution 2014-TC-CTRL-R-1399
Approving Traffic and Parking Enforcement Agreement
Page 3 of 3
EXHIBIT A
#31987527_v1
TRAFFIC AND PARKING ENFORCEMENT AGREEMENT
This Traffic and Parking Enforcement Agreement ("Agreement") is made and entered
into as of the day of , 2014 ("Effective Date") between and among the VILLAGE
OF OAK BROOK, an Illinois municipal corporation ("Village"), and OAKBROOK
SHOPPING CENTER, LLC, an Illinois limited liability company("Owner").
A. RECITALS.
1. Owner is the "owner," as that term is defined in Section 11-209 of the Illinois
Vehicle Code, 625 ILCS 5/11-209, of those certain tracts of land located at 100 Oakbrook Center
Mall, Oak Brook, Illinois, and identified and depicted in Exhibit A attached to this Agreement
("Property").
2. The Property is currently improved with a shopping center building and numerous
outlot retail buildings, collectively and commonly known as the Oakbrook Shopping Center, and
with vehicular parking lots that serve the Oakbrook Shopping Center (collectively, the "Parking
Lots").
3. Owner desires to enter into an agreement with the Village in order to empower the
Village to regulate the parking of motor vehicles and vehicular traffic within the Parking Lots,
pursuant to the provisions of Section 11-209 of the Illinois Vehicle Code, 625 ILCS 5/11-209.
4. The Village and Owner desire to enter into this Agreement to set forth their rights
and responsibilities regarding the enforcement of traffic and parking regulations by the Village
within the Parking Lots.
B. REGULATION OF TRAFFIC AND PARKING.
1. Enforcement by Village. Owner hereby authorizes the Village, and the Village
hereby agrees, to enforce within the Parking Lots: (1) all generally-applicable traffic and parking
regulations set forth in the Village Code of the Village of Oak Brook, Illinois, as may be
amended from time to time; and (2) the Illinois Vehicle Code, 625 ILCS 5/1-100 et al., as may
be amended from time to time. Specifically, and without limitation of the foregoing, the Village
is hereby authorized and empowered to do each of the following within the Parking Lots:
a) Erect stop signs, flashing signals, speed limit signs, handicapped parking
area signs or yield signs at the locations mutually agreed to by the Parties, and to adopt
appropriate regulations pertaining thereto or pertaining to the designation of any intersection in
the Parking Lots as a stop intersection or as a yield intersection and the ordering of like signs or
signals at one or more entrances to said intersection;
b) Prohibit and regulate the turning of vehicles or specified types of vehicles
at intersections or other locations designated in the Traffic and Parking Plan;
c) Regulate the crossing of any roadway in the Parking Lots by pedestrians;
d) Designate any separate roadway on the Property for one-way traffic;
#31987471_v1
e) Establish and regulate loading zones;
f) Prohibit, regulate, restrict or limit stopping, standing or parking of
vehicles in specified areas on the Property;
g) Designate safety zones and fire lanes in the Parking Lots;
h) Remove and store vehicles parked or abandoned in the Parking Lots
during snow storms, floods, fires and other public emergencies or found unattended in the
Parking Lots, where such vehicles constitute an obstruction to traffic, or where stopping,
standing or parking is prohibited; provided, however, that the cost of any such removal or
storage shall be borne by the owner or operator of such vehicles;
i) Install signs designating the reservation of specified parking spaces for
persons with disabilities; and
j) Establish and adopt additional reasonable rules and regulations for the
respect of traffic and parking on the Property as local conditions may require for the safety and
convenience of the public or the users of the Property.
2. License Granted. Owner hereby grants a non-exclusive License to the Village,
and to its authorized officials, officers, employees, agents, and representatives, to enter the
Property for the purpose of performing the traffic and parking enforcement authorized pursuant
to this Agreement.
3. Limitation of Service. Owner acknowledges and agrees that the Village, in the
exercise of its sole discretion, may determine when the press of regular police business shall
preclude the furnishing of traffic and parking enforcement pursuant to this Agreement.
C. COSTS.
Owner acknowledges and agrees that it is solely responsible, and that the Village will
have no obligation, for payment of the costs of installation and maintenance of all traffic control
or parking signs or devices located on the Property and used in connection with the traffic and
parking enforcement contemplated by this Agreement. In the event that the Village incurs any
such costs, Owner must reimburse Village for such costs within 30 days after receipt of an
invoice therefor.
D. MAINTENANCE.
Except as specifically provided to the contrary in this Agreement, Owner is responsible,
at its sole cost and expense, to maintain the Parking Lots and the Property in a safe condition and
in compliance with all applicable laws.
2
E. TERM.
This Agreement is for a 20-year term, beginning on the Effective Date. Either Party may
terminate this Agreement at any time, with or without cause, by delivering written notice to the
other Party not less than 30 days prior to the date of termination.
F. RELEASE; INDEMNIFICATION.
1. Release. Owner hereby releases the Village and its officials, officers, employees,
agents, attorneys, and representatives in connection with any and all actions or claims for any
loss or damage to the Parking Lots or the Property, or any other property of Owner, as a
consequence of the performance of this Agreement.
2. Indemnification. Owner shall, without regard to the availability or unavailability
of any insurance of the Village, indemnify the Village and its respective officers, members,
officials, employees, agents, attorneys, and representatives against, and hold the Village and its
respective officers, members, officials, employees, agents, attorneys, and representatives,
harmless from, any and all lawsuits, claims, demands, damages, liabilities, losses, and expenses
(including attorneys' fees and administrative expenses), that may be sustained or incurred as a
result of or in connection with the Village's enforcement of traffic and parking regulations on the
Property pursuant to this Agreement, or with Owner's performance of, or failure to perform, its
obligations under this Agreement, whether or not due or claimed to be due in whole or in part to
the active, passive, or concurrent negligence or willful misconduct of Owner, but not including
lawsuits, claims, demands, damages, liabilities, losses, and expenses (including attorneys' fees
and administrative expenses) sustained or incurred solely as a result of the gross negligence or
willful misconduct of the Village. Owner's obligations required pursuant to this Section F.2
shall survive the termination of this Agreement.
G. ENFORCEMENT.
1. General. The Parties may, in law or in equity, by suit, action, mandamus, or any
other proceeding, enforce this Agreement. Owner agrees that: (1) it will not seek, and do not
have the right to seek, to recover a judgment for monetary damages against the Village or any
elected or appointed officials, officers, employees, agents, representatives, engineers, or
attorneys of the Village, on account of the negotiation, execution or breach of any of the terms
and conditions of this Agreement; and (2) the sole remedy available to Owner, upon any breach
of this Agreement by the Village, is the termination of this Agreement under its terms.
2. Prevailing Party. In the event of a judicial proceeding brought by one Party
against the other Party, the prevailing Party in such judicial proceeding shall be entitled to
reimbursement from the unsuccessful Party of all costs and expenses, including reasonable
attorneys' fees, incurred in connection with such judicial proceeding.
H. OWNER WARRANTIES.
Owner hereby represents and warrants to the Village, to the best of its knowledge and
information as of the date of this Agreement, as follows:
3
1. Owner has the authority and the legal right to make, deliver, and perform this
Agreement, and has taken or will take all necessary actions and obtain all required consents and
approvals to authorize the execution, delivery, and performance of this Agreement.
2. This Agreement constitutes the legal, valid, and binding obligation of Owner and
is enforceable against Owner in accordance with its terms.
3. To the best of the knowledge of the legal representatives of Owner, the execution,
delivery, and performance of this Agreement is not prohibited by or in conflict with any
requirement of law or under any contractual obligation of Owner, will not result in a breach or
default under any agreement to which Owner is a party or is bound, and will not violate any
restriction, court order, or agreement to which Owner is subject.
4. The parties executing this Agreement on behalf of Owner and executing and
delivering any other agreement or other item contemplated by this Agreement or otherwise
required to fulfill Owner's obligations under this Agreement, have full authority to bind Owner
to those obligations and to act on behalf of Owner.
I. GENERAL PROVISIONS.
1. Notices. All notices and payments required or permitted to be given under this
Agreement shall be given by the Parties by (i) personal delivery, (ii) deposit in the United States
mail, enclosed in a sealed envelope with first class postage thereon, or (iii) deposit with a
nationally recognized overnight delivery service, addressed as stated in this Section I.1. The
address of either Party may be changed by written notice to the other Party. Any mailed notice
shall be deemed to have been given and received within three days after the same has been
mailed and any notice given by overnight courier shall be deemed to have been given and
received within 24 hours after deposit.
Notices and communications to the Parties shall be addressed to, and delivered at, the
following address:
If to the Village: Village of Oak Brook
1200 Oak Brook Road
Oak Brook, IL 60523
Attention: Chief of Police
If to Owner:
Attention:
2. Time of the Essence. Time is of the essence in the performance of all terms,
covenants, and conditions of this Agreement.
3. Consents. Whenever the consent or approval of either party is required in this
Agreement, such consent or approval shall be in writing and shall not be unreasonably withheld
4
or delayed, and, in all matters contained herein, both parties shall have an implied obligation of
reasonableness, except as may be expressly set forth otherwise.
4. Exhibits. Exhibit A attached to this Agreement is, by this reference,
incorporated in and made a part of this Agreement. In the event of a conflict between an exhibit
and the text of this Agreement, the text of this Agreement shall control.
5. Amendments and Modifications. No amendment or modification to this
Agreement shall be effective unless and until it is reduced to writing and approved and executed
by the parties to this Agreement in accordance with all applicable statutory procedures.
6. No Joint Venture. It is hereby understood and agreed that nothing contained in
this Agreement shall be deemed or construed as creating the relationship of principal and agent,
partnership or joint venture between the parties to this Agreement, it being agreed that no
provision of this Agreement and no acts of the parties to this Agreement shall be deemed to
create any relationship between the parties other than the relationship set forth specifically by the
terms of this Agreement.
7. Entire Agreement. This Agreement constitutes the entire agreement between the
parties to this Agreement, and supersedes all prior agreements and negotiations between the
parties, whether written or oral, relating to the specific subject matter of this Agreement.
8. No Third Party Beneficiaries. No claim as a third party beneficiary under this
Agreement by any person, firm, or corporation shall be made, or be valid, against the Village or
Owner.
9. Recording. The Parties acknowledge and agree that a copy of this Agreement
will be recorded in the Office of the DuPage County Recorder.
[SIGNATURE PAGE FOLLOWS]
5
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first above written.
ATTEST: VILLAGE OF OAK BROOK, an
Illinois municipal corporation
By: By:
Charlotte Pruss, Village Clerk Gopal Lalmalani, Village President
ATTEST: OAKBROOK SHOPPING CENTER,
LLC, an Illinois limited liability company
By: By:
Title: Its:
6
ACKNOWLEDGMENTS
STATE OF ILLINOIS )
) SS.
COUNTY OF DUPAGE )
This instrument was acknowledged before me on , 2014, by Gopal
Lalmalani, the Village President of the VILLAGE OF OAK BROOK, an Illinois municipal
corporation, and by Charlotte Pruss,the Village Clerk of said municipal corporation.
Given under my hand and official seal this day of , 2014.
Notary Public
My Commission expires:
SEAL
STATE OF ILLINOIS )
) SS.
COUNTY OF DUPAGE )
This instrument was acknowledged before me on , 2014, by
, the of OAKBROOK SHOPPING CENTER, LLC, an Illinois
limited liability company, and by , the of said
limited liability company.
Given under my hand and official seal this day of , 2014.
Notary Public
My Commission expires:
SEAL
#31987471_v1
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