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S-1306 - 03/22/2011 - AGREEMENT - OrdinancesORDINANCE 2011 -AG -S -1306 AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT BETWEEN YORK ROAD DEVELOPMENT PARTNERS, LLC AND THE VILLAGE OF OAK BROOK WHEREAS, York Road Development Partners, LLC ( "Developer") owns approximately 2.37 acres of land ( "Land ") near the intersection of Woodglen Lane and York Road; and WHEREAS, the Developer proposes to develop the Land with a 60,000 square foot, three -story office building; and WHEREAS, the development of the Land as proposed would not be feasible without the assistance of the Village; and WHEREAS, the President and Board of Trustees have determined that the development of the Land will promote the continued economic vitality of the Village. 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: The foregoing preambles are restated and incorporated herein by reference as though fully set forth herein. Section 2: The development agreement ( "Development Agreement") between the Developer and the Village which is attached hereto as Exhibit A and incorporated herein by reference is approved subject to such amendments as may be determined by the Village Manager. Section 3: The Village President and Village Clerk are authorized to execute the Development Agreement on behalf of the Village. Section 5: If any section, paragraph, clause or provision of this ordinance shall be held invalid, the invalidity thereof shall not affect any of the other provisions of this ordinance. Section 6: All ordinances in conflict herewith are hereby repealed to the extent of such conflict. Section 7: This ordinance shall be in full force and effect from and after its passage, approval and publication as provided by law. APPROVED THIS 22nd day of March, PASSED THIS 22nd day of March, 2011. Ayes: Trustees Aktipis, Carson, Moy, Saiyed and Wolin Nays: None Absent: Trustee Zannis Ordinance 2011 -AG -S -1306 Development Agmt. York Rd. Page 2 of 2 ATTEST: MaAhW-e& Charlotte K. Pruss Village Clerk DRAFT 2/17/11 DEVELOPMENT AGREEMENT This Development Agreement ( "Agreement ") is made and entered into as of the day of , 2010, by and between York Road Development Partners, LLC, an Illinois limited liability company or its assigns ( "Developer ") and the Village of Oak Brook, Illinois, an Illinois municipal corporation ( "Village "). RECITALS: Developer owns approximately 2.37 acres of certain real property located in the Village, as more particularly described on Exhibit A attached hereto ( "Developer Parcel "). Developer desires to construct certain commercial improvements upon the Developer Parcel, which development the Village supports. The Village requires, as a condition of Developer's intended use of the Developer Parcel, the completion of certain public infrastructure improvements along York Road adjacent to the Developer Parcel, as provided below. Developer and the Village desire to set forth their understanding of the parties' respective rights and responsibilities in connection with, among other things, the design, development, construction and sharing of costs of the Intersection Improvements, as defined in Section 1 below, and Sanitary Sewer Improvements, as defined in Section 2 below (collectively the Intersection Improvements and the Sanitary Sewer Improvements are the "SSA Project "). Developer and the Village desire that the SSA Project be constructed with the financial support of funds provided pursuant to the Act (as hereinafter defined) for the benefit of the Developer Parcel and that the Developer shall coordinate the planning and construction of the SSA Project, as provided below. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and intending to be legally bound hereby, the parties do hereby agree as follows: 1. Intersection Improvements. Pursuant to the terms of this Agreement, but subject to Section 4 below, Developer shall complete certain improvements to the intersection of York Road, Wood Glen Lane and the frontage road used in conjunction therewith (the "Intersection "), as described in additional detail in the construction drawings attached as Exhibit B and incorporated herein by reference (the "Intersection Improvements "). In particular, the Intersection Improvements on York Road shall begin at the end of the south approach slab of the bridge carrying York Road over I -88 and end at the end of the north approach slab of the bridge carrying York Road over the on -ramp from I -294 (northbound) to I -88 (westbound), and shall also include without limitation the entire frontage road accessible to southbound York Road traffic ( "Southbound Frontage "), and the frontage road between Wood Glen Lane and York Road, all as shown in Exhibit B. Developer hereby covenants and agrees that neither Developer nor any tenants shall occupy or use any building improvements constructed upon the Developer Parcel (the "Project ") before Developer substantially completes the Intersection Improvements and that the Intersection Improvements are approved by the Village as being substantially 1 complete (such approval not to be unreasonably withheld, delayed or conditioned); provided, however, that Developer may plan, market and construct a Project prior to the substantial completion of the Intersection Improvements so long as Developer pursues construction of the Intersection Improvements so that the Intersection Improvements are substantially complete at the time the Project is placed in service. As used herein, the term "substantially complete" or any grammatical variation thereof shall mean the Intersection Improvements shall be open to vehicular traffic, and that any remaining work may be completed with the assistance of temporary traffic control measures. 2. Sanitary Sewer Improvements. Developer has completed certain improvements to the sanitary sewer system of the Flagg Creek Water Reclamation District ( "FCWRD "), as substantially described in the materials attached as Exhibit E and incorporated herein by reference (the "Sanitary Sewer Improvements "). The Village and Developer each acknowledge that (a) the Sanitary Sewer Improvements have been accepted as complete by the FCWRD, and (b) the costs and expenses incurred by Developer in completing the Sanitary Sewer Improvements are $126,900.00. 3. Control of Frontage Road Property. The Village represents and warrants that, pursuant to that certain Intergovernmental Agreement, dated , by and between the Village and The Illinois State Toll Highway Authority ( "Tollway "), a copy of which is attached hereto as Exhibit C, the Village has Control (as defined below) over the "Frontage Parcel" described in Exhibit D, attached hereto, which Frontage Parcel is essential for the construction of the Southbound Frontage. As used in this Section 3, the term "Control" shall mean (a) the Village either owns the Frontage Parcel or has a permanent license, easement or other right reasonably acceptable to the Village and Developer to construct the Southbound Frontage upon the Frontage Parcel, and (b) the Village has the right to grant to Developer a permanent access easement to and from Developer's Parcel over the Frontage Parcel ( "Easement "). Within thirty (30) days of the date of this Agreement the Developer shall pay the Village Fifteen Thousand Dollars ($15,000.00) for costs incurred by the Village in acquiring the ❑rentage Par -eel c_am the Tollway's Frontage Parcel easement rights. 4. Developer's Contingencies. Nothing in this Agreement shall be construed as an affirmative obligation on Developer to develop the Project or the Intersection Improvements, if Developer elects not to develop the Project. Developer's obligations in Section 1 of this Agreement are further contingent upon (a) the Developer's receipt of the Approvals (as defined in Section 5 below) in a form and subject to conditions that Developer finds reasonably acceptable, and (b) the Village granting Developer the Easement (as defined in Section 3 above) in form reasonably satisfactory to Developer. Developer may submit or refrain from submitting the Plans (as defined in Section 5 below) in Developer's sole discretion. 5. Construction of the Intersection Improvements. The Intersection Improvements shall be completed as follows: A. Submittals. Developer, at Developer's sole cost and expense, but subject to the Village's Contribution (defined in clause (E) below), shall arrange for the preparation and submittal to the Village of all required design plans, specifications, surveys, design calculations and engineer's estimate of costs for the various components 2 of the Intersection Improvements by an engineer or engineers licensed in the State of Illinois (collectively, the "Plans "). The Plans shall be prepared in accordance with all applicable ordinances, laws, requirements and standards of the State of Illinois and the Village (collectively, "Laws "). B. Approvals. Within thirty (30) days of the Village's receipt thereof, the Village shall review the Plans for compliance with Laws. If the Plans do not comply with Laws, Village shall so indicate and the Developer shall make all required revisions to the Plans. If the Plans comply with Laws, the Village shall approve the Plans (the "Approved Plans "), and issue to the Contractor all approvals and/or permits required to complete the Intersection Improvements ( "Approvals "). C. Construction. Developer shall engage a qualified contractor or contractors, licensed by the Village, to complete the Intersection Improvements in a timely fashion, in accordance with the Approved Plans. During construction, Developer shall promptly remove all construction debris from the construction site, and shall arrange for the Intersection to be swept on at least a weekly basis. Subject to the Village's Contribution (defined below), Developer shall be responsible for all costs of design and construction of the Intersection Improvements, including the preparation of engineering drawings and material testing during construction of the Intersection Improvements. D. Waivers. Throughout construction of the Intersection Improvements, Developer shall furnish to the Village copies of all lien waivers for such work, as required by the Village of Oak Brook General Requirements Regarding Waivers, dated June 22, 2004 and documentation required by the Prevailing Wage Act (collectively the "Waivers "). E. Village's Contribution. The Village shall provide Developer with the following forms of financial assistance (collectively, such assistance shall be referred to hereinafter as the "Village's Contribution "): i. Payment. The Village shall pay the Developer One Hundred Twenty -Five Thousand Dollars ($125,000.00) upon (1) the issuance of the Bonds (as described in Section 5(E)(ii) below), (2) the Developer incurring expenses for the SSA Project of not less than $150,000, and (3) Developer furnishing to the Village documentation of Developer's expenses for the SSA Project to the reasonable satisfaction of the Village. For purposes of accounting, the amount paid under this section shall be considered as reimbursement for the Sanitary Sewer Improvements. ii. Tax Exempt Bonds; Special Service Area. The Village, upon receipt of the consent of the Developer pursuant to that certain Waiver and Consent Village of Oak Brook Special Service Area No. 1, in substantially the form attached hereto as Exhibit F, shall proceed to pass an ordinance establishing a "Special Service Area" under 35 ILCS § 200/27 -5 et seq. (the "Act "). The Village, after creating the Special Service Area and within sixty (60) days of the 3 Village's receipt of the consent of the Developer pursuant to that certain Waiver and Consent Village of Oak Brook Tax Exempt Bonds, in substantially the form attached hereto as Exhibit G, shall arrange for the issuance of tax exempt bonds ( "Bonds ") to finance Developer's costs and expenses relating to the SSA Project. The Village and the Developer agree to the following terms and conditions: (a) the boundaries of the Special Service Area shall be the Developer's Parcel; (b) the total value of the Bonds, which amount shall be correspondingly collected by the Village under the Special Service Area, shall be reasonably determined by Developer and Village, but is expected to be approximately Eight Hundred Thousand Dollars ($800,000.00) ( "Total Bond Value "); (c) the Village shall annually levy against the Developer Parcel special service area taxes ("SSA Taxes ") in an amount that will amortize in equal yearly payments the Total Bond Value over ten (10) years at the annual interest rate due under the Bonds; provided, however, that the maximum dollar amount of SSA Taxes to be levied against the Developer Parcel shall not exceed $125,000.00 per year; (d) the number of years the Special Service Area shall levy SSA Taxes against the Developer Parcel shall not exceed ten (10) consecutive tax years; and (e) the Village shall deposit the net proceeds of the Bonds, after payment of bond issuance expenses ( "Bond Proceeds ") into a separate account to be maintained by the Village (the "Bond Account ") from which disbursals shall be made to the Developer for the SSA Project as provided in Section 5(E)(iii) below. In the event that the total cost of the SSA Project, when complete, is less than the aggregate of the net Bond Proceeds and the $125,000 payment in Section 5(E)(i) above, then the excess amount remaining in the Bond Account shall be used by the Village to make payments due under the Bonds, and there shall be a corresponding credit against the SSA Taxes next due against the Developer Parcel, until any amounts remaining in the Bond Account are exhausted. In the event that the total cost of the SSA Project exceeds the aggregate of the net Bond Proceeds and the $125,000 payment in Section 5(E)(i) above, then the Developer shall be responsible for such excess cost. The issuance expenses for the Bonds shall be limited to a total not to exceed 4% of the face amount of the Bonds for underwriting issuer's counsel bond counsel and other customary charges. iii. Bond Account. Developer may request disbursements from the Bond Account not more than one (1) time per month by submitting to the Village payment requests in a form reasonably acceptable to the Village ( "Requests ") and Waivers. The Village shall make corresponding disbursements to the Developer within 21 days of the Village's receipt of a Request and Waivers; provided, however, that if there are defects in the Requests and/or Waivers, the Village shall promptly give written notice thereof to Developer, and Developer may resubmit corrected documents. If the Village receives credible evidence that Developer has failed to pay contractors working on the SSA Project, the Village, at its discretion, may, after ten (10) days advance written notice to Developer, make direct disbursements from the Bond Account to Developer's contractors. iv. Permit Fees. In obtaining the Approvals and any permits, licenses, inspection fees or other approvals from the Village necessary to design and 4 construct the SSA Project and the Project, the maximum aggregate amount charged by Village for such permits, licenses, inspections and approvals shall not exceed Seventy -Five Thousand Dollars ($75,000.00). F. Reimbursement of Legal Fees. Within fourteen (14) days following issuance of the Bonds and receipt of an invoice from the Village, the Developer shall reimburse the Village for legal fees incurred in connection with this Agreement, the Project, the SSA Project and the Bonds in an amount not to exceed Twenty Five Twelve Thousand Five Dollars ($25;000:00) _t$12.500.00). G. Inspection. The Village, at the Village's discretion may, periodically inspect the construction of the SSA Project for compliance with Laws. H. Final Approval. Developer shall give written notice to the Village when Developer believes the Intersection Improvements are complete (including punch list items) pursuant to the Approved Plans ( "Completion Notice "). Within fourteen (14) days of Developer's notice, the Village shall inspect the Intersection Improvements and provide Developer written notice of any defects or incomplete items to the Intersection Improvements, or, provided Developer has provided the Village with the Waivers, shall accept the Intersection Improvements and deliver to Developer a certificate in recordable form, confirming such acceptance. Developer and Village shall repeat the process as described in this clause (G) until the Village has accepted the Intersection Improvements and issued its certificate. I. Ownership. Upon the acceptance by the Village, the Intersection Improvements shall be dedicated to the Village pursuant to the Oak Brook Village Code ( "Code "), whereupon the Intersection Improvements shall become the property of the Village and thereafter be maintained by the Village. All costs and expenses required under the Code to dedicate the Intersection Improvements to the Village shall be paid by the Village. J. Warranty. Developer warrants to the Village that: (1) materials and equipment furnished for the Intersection Improvements will be new and of good quality unless otherwise required or permitted by the Approved Plans; (2) the Intersection Improvements will be free from defects not inherent in the quality required or permitted under the Approved Plans for one (1) year after the issuance of the Completion Notice; and (3) the Intersection Improvements will conform to the requirements of the Approved Plans. K. Insurance. Developer shall require the contractor(s) working on the SSA Project to purchase and maintain the policies of insurance, with the minimum insurance coverages and limits of liability, as provided below: i. Worker's Compensation. Per Illinois statutory requirements. ii. Commercial General Liability. Policy to include contractual liability, products and completed operations, premises- operations, 5 and personal injury/advertising injury, with the following bodily injury/property damage limits: (1) $1,000,000.00 Per Occurrence; and $2,000,000.00 Aggregate. iii. Umbrella / Excess Liability Coveraee. $2,000,000.00 The Developer and/or its assigns, Irgens Development Partners, LLC and Village shall each be named as an additional insured under all policies required above except any workers' compensation policy. 6. Notices. Any notices sent in connection with this Agreement will be in writing and will be sent: (i) by United States certified mail, return receipt requested, postage prepaid; (ii) by nationally recognized overnight courier guaranteeing next day delivery, or (iii) by personal delivery, properly addressed as follows: If to Developer: York Road Development Partners, LLC c/o Irgens Development Partners, LLC 10700 West Research Drive, Suite One Milwaukee, WI 53226 Attention: Mr. Mark F. Irgens Facsimile No.: (414) 443 -1400 and with a copy to: Irgens Development Partners, LLC 2610 Lake -Cook Road, Suite 150 Riverwoods, IL 60015 Attention: Mr. Rick Nelson and with a copy to: Godfrey & Kahn, S.C. 780 North Water Street Milwaukee, WI 53202 Attention: Michael J. Dwyer Facsimile No.: (414) 273 -5198 If to Village: Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 Attn: David Niemeyer, Village Manager Facsimile No.: (630) 368 -5045 with a copy to: Odelson & Sterk, Ltd. 3318 West 95h Street Evergreen Park, IL 60805 Attn: Mark Sterk Facsimile No.: (708) 424 -5829 Ci 7. Severabilitv. Each section and subsection of this Agreement shall be considered separable and if, for any reason, any section or paragraph herein is determined to be invalid and contrary to any existing or future laws, such invalidity shall not impair or affect those portions of the Agreement which are valid. 8. Entire Agreement. This Agreement and the exhibits attached hereto and forming a part hereof, set forth all the covenants, promises, agreements, conditions and understandings between Developer and the Village concerning the SSA Project and there are no covenants, promises, agreements, conditions or understandings, either oral or written, between them other than are herein set forth or refen•ed to herein. No alteration, amendment, change or addition to this Agreement shall be binding upon Developer or Village unless reduced to writing and signed by each party. 9. Counterparts. This Agreement may be signed in counterparts, each of which upon execution and delivery as prescribed, shall be deemed an original for all purposes. Facsimile signatures shall be deemed to be original signatures for all purposes. 10. Recitals Incorporated. The recitals are hereby incorporated by reference and made a part of this Agreement. 11. Assignment. Developer may assign this Agreement without Village's consent, but upon thirty (30) days advance written notice to Village. 12. Successors and Assigns. This Agreement is binding upon the parties' successors and assigns. 13. Waiver. The waiver by either party of any breach or violation of any provision of this Agreement shall not be deemed to be a waiver or a continuing waiver of any subsequent breach or violation of the same or any other provision of this Agreement. 14. No Third Party Beneficiaries. This Agreement creates no rights, title or interest in any person or entity whatsoever (whether under a third party beneficiary thereof or otherwise) other than the parties hereto. 15. No Joint Venture. Under no circumstances shall this Agreement be construed as one of agency, partnership, joint venture or employment between the parties. The parties shall each be solely responsible for the conduct or their respective officers, employees and agents in connection with the performance of their obligations under this Agreement. 16. Authority, Etc. Each of the parties to this Agreement represents and warrants that it has the full right, power, legal capacity and authority to enter into and perform its respective obligations hereunder and that such obligations shall be binding upon such party without the requirement of the approval or consent of any other person or entity in connection herewith. 17. Statutory Provisions. The Developer shall comply with the provisions of the Employment of Illinois Workers on Public Works Act, 30 ILCS 570/0.01, et seq.; the Drug Free Workplace Act, 30 ILCS 580/1, et seq.; the Human Rights Act, 775 ILSC 5/1 -101, et seq.; the Prevailing Wage Act, 820 ILCS 130/0.01, et seq.; and the Veterans Preference Act, 330 ILCS 55.0.01 et seq.; but nothing herein shall require the application of those Acts unless required by state law. 18. Litigation: Venue. All disputes between the Village and the Developer shall, at the election of either party, be the subject of a civil suit. Venue for any such suit shall be in the Circuit Court for the Eighteenth Judicial Circuit, DuPage County, Illinois. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, the undersigned have executed this Development Agreement as of the day, month and year first above written. DEVELOPER YORK ROAD DEVELOPMENT PARTNERS, LLC By: IDP York Holdings, LLC, its Manager By: Irgens Development Partners, LLC, its Manager i VILLAGE Mark F. Irgens, Manager/President VILLAGE OF OAK BROOK, ILLINOIS Name: Its: 0 EXHIBIT A Developer Parcel 10 EXHIBIT B Intersection Improvements Construction Drawings 11 EXHIBIT C Intergovernmental Agreement 12 EXHIBIT D Frontage Parcel 13 Exhibi dea �z `' �:9` 9' ! is ! i u 3 ea !c• ti . 'e,Ie y- p {{ gs a e g - ' "ei;• e,31 !g iiii' e9 9 s . � " it s, , ,:!=!g a s s ,' E tl: s � 1 y "°gI:y ASSI9FeS l .e � �: 9 §ve e le'- e a °x %g eg x - e°" ' a Fe°7 `3P.e •.' s4s4 C ab "- = TiP' o R1e ::�: i:.ivfsl . ` "..Speldggg 2 sSS >9i °ip�� iieag,9 a9 g g 9 4s ig z' ! 3x °3I_IIg aiP�- age 9 y! ag? sl3v ti 5; 8 31 i 3 ! PI Ff'� a' e,! } Ipet9z.. dei Sa l�e; +P -y ; iyhy_g• ig s,e�� g 8 g ° 54ga �% e - gs v - '�� ga t ! 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Yt� 1i3i j -, f i k p a 3 g i a F; 4 5t3� T� I y(Fi` yC9 Ra krs� 6€ PYg 9 Hsi, F - aE e " d�a R6 Ike - .:C l i ii a Y Y r g7r .. b it �f I a �e 3 `I L s &Y a Ye pf A9p 3 Y i E s e yFd py egg y Se [ q ak S p I g I I I I Fk gl lull `a a, `x et � t# d= g I I I �I "rx VIII III deV hRz s�FIA I�IIk -Ya Yp §i n x." / I:F9 � r I I ! -� �� - • Y 'Iw� II�'LIa II n ` a � illl ll� � a r.8�xla , Y � F g I^ 3 gal i RI� 6"� Wig$ 11 mnmf ➢ s r i 4 hl r. 'Ll I =� ;9 �Stl gig g? Yt� 1i3i j -, f i k p a 3 g i a F; 4 5t3� T� I y(Fi` yC9 Ra krs� 6€ PYg 9 Hsi, February 23, 2011 Mr. Mike Hullihan The Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 The Illinois Tollway 2700 Ogden Avenue Downers Grove. Illinois 60515 -1703 Phone: 6301241.6800 Fax: 6301241 -6100 TTY: 6301241 -6898 FEB 2820f1� -` 1-- - -- Re: Intergovernmental Agreement between the Illinois State Toll Highway Authority and the Village of Oak Brook, Illinois - Transfer of Easement Rights - Parcel T -GA -140 Tract 29 Dear Mr. Hullihan: Enclosed is one (1) fully executed original of the Intergovernmental Agreement between The Illinois State Toll Highway Authority and the Village of Oak Brook in connection with The above captioned contract. This Agreement is transmitted to your attention for your records. Very truly yours, obertT. Lane Sr. Assistant Attorney General RTL:mw Attachment Exhibit C INTERGOVERNMENTAL AGREEMENT BETWEEN THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY AND THE VILLAGE OF OAK BROOK This I� TERGO ERNMENTAL AGREEMENT ( "AGREEMENT ") is entered into this __LLr day of AD, 20 rj, by and between THE ILLINOIS STATE TOLL HIGHW Y AUTH iTY, an instrumentality and administrative agency of the State of Illinois, ereinafter called the "TOLLWAY ", and THE VILLAGE OF OAK BROOK, a municipal corporation of the State of Illinois, hereinafter called the "VILLAGE ". WITNESSETH: WHEREAS, the TOLLWAY as part of the Ronald Regan Memorial Tollway (1- 88) Corridor (formally the East -West Tollway), was in need of certain properties for TOLLWAY purposes in order to facilitate the free flow of traffic and ensure safety to the motoring public; and WHEREAS, the TOLLWAY, in the year 1957 obtained permanent easement rights for TOLLWAY purposes (York Road Frontage Road) over parcels identified as T- 6A -1293 and T -6A -1294 as shown on the Easement Exhibit; and WHEREAS, the VILLAGE (formally the Town of Oak Brook) and the County of Du Page are in possession of certain properties in and around the 1 -88 Corridor; and WHEREAS, the Illinois Department of Transportation (formally the Illinois Department of Public Works and Buildings) retained York Road and the jug handle, and was in possession of certain permanent easement rights over a parcel identified as Parcel T -6A -140 Tract 29, as shown on "Exhibit A" and as described in "Exhibit B" attached hereto and included in the "PARCEL(S)", and WHEREAS, in the year 1958, the Illinois Department of Public Works and Buildings assigned its easement rights over the PARCELS) to the TOLLWAY for Toll highway purposes; and WHEREAS, the TOLLWAY has also received certain permanent easement rights over Parcels T -6A -1293 and T -6A -1294 from private owners as shown on Exhibit A, as described in Exhibit B and included in the PARCEL(S); and WHEREAS, the TOLLWAY's current operational needs do not require a portion of its easement rights over the PARCEL(S); and WHEREAS, the VILLAGE requests that the TOLLWAY sell its easement rights over all of Parcels T -6A -1293 and T -6A -1294 and over a portion of T -6A -140 Tract 29 to the VILLAGE for fair market value for purpose of the construction of a public improvement. The improvement is described as the installation of a new connector access road adjacent to the bike trail along York Road from Wood Glen Lane to north of Wood Glen Lane, which will allow southbound York Road traffic to access eastbound Wood Glen Lane without left turns from York Road, hereinafter referred to as the "PROJECT" and as shown on "Exhibit C" which is attached hereto; and WHEREAS, the TOLLWAY agrees to the VILLAGE's request for the assignment of the aforementioned property rights; and WHEREAS, subsequent to this AGREEMENT, the VILLAGE agrees to obtain from the co -owner of the PARCEL(S), (namely Du Page County), permission to perform the work to the extent it is located on the PARCEL(S) and to abide by all conditions set forth therein; and WHEREAS, the TOLLWAY and the VILLAGE by this instrument, desire to determine and establish their respective responsibilities toward engineering, right of way acquisition, utility relocation, construction, funding and maintenance of the PROJECT as proposed;and WHEREAS, the TOLLWAY by virtue of its powers as set forth in the "Toll Highway Act," 605 ILCS 10 /1 is authorized to enter into this AGREEMENT; and WHEREAS, the VILLAGE by virtue of its powers as set forth in the Illinois Municipal Code 65 ILCS 5/1 -1 -I is authorized to enter into this AGREEMENT; and WHEREAS, a cooperative Intergovernmental Agreement is appropriate and such an Agreement is authorized by Article VII, Section 10 of the Illinois Constitution and the Intergovernmental Cooperation Act, 5 ILCS 220/1, NOW, THEREFORE, in consideration of the aforementioned recitals and the mutual covenants contained herein, the parties hereto agree as follows: I. ENGINEERING A. The VILLAGE agrees, at its sole expense, to perform preliminary and final design engineering, obtain necessary surveys, and prepare the final plans and specifications for the PROJECT. B. The VILLAGE agrees to assume the overall PROJECT responsibility, including assuring that all permits (U.S. Army Corps of Engineers, Office of Natural Resources, Flagg Creek Water Reclamation District, Environmental Protection Agency, etc.) and joint participation and/or force account agreements (County, Township, Municipal, Railroad, Utility, etc.), as may be required by the PROJECT, are secured by the parties hereto in support of general project schedules and deadlines. All parties hereto agree to cooperate, insofar as their individual jurisdictional authorities allow, with the timely acquisition and clearance of said permits and agreements and in complying with all applicable Federal, State, and local regulations and requirements pertaining to work proposed for the PROJECT. II. RIGHT OF WAY A. It is understood that neither the VILLAGE nor the TOLLWAY have consented in this AGREEMENT to the permanent transfer of any interest in the VILLAGE's or the TOLLWAY's property or rights of way which the VILLAGE or the TOLLWAY deem necessary for the maintenance and operation of their respective highway systems. B. The TOLLWAY has agreed to convey a portion of its easement rights to the VILLAGE by Quitclaim Deed, attached hereto as "Exhibit D ", subject to reimbursement as stated in Sections V.B and V.C. C. The TOLLWAY shall record the Quitclaim Deed. III. UTILITY RELOCATION A. The VILLAGE agrees to make arrangements for and issue all permits for the PROJECT and cooperate with necessary adjustments to existing utilities located within existing rights of way, and on proposed rights of way where improvements to VILLAGE highways are proposed by the VILLAGE to be done in conjunction with the PROJECT, at no expense to the TOLLWAY. B. In the event that the work proposed by the VILLAGE results in a conflict with the TOLLWAY's filer optic cable system, the VILLAGE shall reimburse the TOLLWAY for the cost to locate, mark, design, protect, adjust and/or relocate the system. C. At al] locations where the TOLLWAY's infrastructure (remote traffic microwave sensors, multi -mode fiber optic cable, message signs, weather stations, signs, roadway lighting controllers, electrical services and data connections) that are currently in place within the PROJECT limits, and if necessary, must be adjusted due to work proposed by the VILLAGE, the VILLAGE agrees to reimburse the TOLLWAY for any and all out of pocket costs the TOLLWAY may incur in causing the aforementioned infrastructure to be adjusted. M The VILLAGE shall be responsible for any damage to utilities or TOLLWAY property caused by construction of the PROJECT. IV. CONSTRUCTION A. The VILLAGE shall cause the PROJECT to be constructed by a Developer, in accordance with the PROJECT plans and specifications. V. FINANCIAL A. The VILLAGE agrees to pay all PROJECT related engineering, right of way, construction engineering and construction costs. B. The VILLAGE agrees to pay fair market value in the amount of FIFTEEN THOUSAND DOLLARS ($15,000) for the easement rights as well as any additional costs incurred by the TOLLWAY in the process of the transfer of the easement rights. C. Upon execution of the AGREEMENT, the conveyance of the property rights, and receipt of an invoice from the TOLLWAY, the VILLAGE shall pay 100% of its obligation incurred in this AGREEMENT. VI. MAINTENANCE - DEFINITIONS A. The term "local" means any party to this AGREEMENT other than the TOLLWAY. With respect to this AGREEMENT, it means the VILLAGE. B. The term "local road" refers to any highway, road or street under the jurisdiction of the VILLAGE. C. As used herein, the terms "maintenance" or "maintain" mean keeping the facility being maintained in good and sufficient repair and appearance. Such maintenance includes the full responsibility for the construction, removal, replacement of the maintained facility when needed, and unless specifically excluded in Section VII, MAINTENANCE - RESPONSIBILITIES, other activities as more specifically set forth in the following subparts of this Section VI. Maintenance includes but is not limited to: i. 'Routine maintenance" refers to the day to day pavement maintenance, pothole repair, anti -icing and de- icing, snow removal, sweeping, pavement marking, mowing, litter and debris removal, and grate and scupper cleaning and repair, including compliance with state laws and local ordinances. fl. "Emergency maintenance" refers to any maintenance activity which must be performed immediately in order to avoid or to repair a condition on the roadway or right of way which causes or threatens imminent danger or destruction to roadway facilities or rights of way of the parties hereto, to the motoring public, or to public health, safety or welfare, including but not limited to accident restoration, chemical or biological removal or remediation, or response to acts of God or terrorism. D. The terms "notify ", "give notice" and "notification" refer to written, verbal or digital communication from one party to another concerning a matter covered by this AGREEMENT, for which the party transmitting the communication produces and retains a record which substantiates the content, date, time, manner of communication, identification of sender and recipient, and manner in which the recipient may respond to the sender, as to the communication. E. The terms "be responsible for" or "responsibility" refer to the obligation to ensure performance of a duty or provision of a service under this AGREEMENT, provided, that a party may arrange for actual performance of the duty or provision of the service by another competent entity if the other party to this AGREEMENT is notified of such arrangement, but in no case shall the entity with the duty be relieved of ultimate responsibility for performance of the duty or provision of the service. VII. MAINTENANCE - RESPONSIBILITIES A. The TOLLWAY agrees to maintain I -88 in its entirety. B. The VILLAGE agrees to maintain, or cause to be maintained, the PARCEL(S), including the PROJECT, in its entirety. C. The VILLAGE further agrees to allow the TOLLWAY access at any time to the PARCEL(S), for purposes of maintaining the storm sewer originally installed by the TOLLWAY, to convey storm water from the end of the Eisenhower Expressway (1 -290) and parts of the Tri -State T,ollway (I -294) to the Salt Creek, as needed. The TOLLWAY agrees to restore the easement area to its original condition, if disturbed by the TOLLWAY. VIII. ADDITIONAL MAINTENANCE PROVISIONS A. All items of construction which are stipulated in this AGREEMENT to be maintained by the VILLAGE shall, upon completion of construction and final inspection, be the sole maintenance responsibility of the VILLAGE. IX. GENERAL PROVISIONS A. It is understood and agreed that this is an INTERGOVERNMENTAL AGREEMENT between the Village of Oak Brook and the Illinois State Toll Highway Authority. B. It is understood and agreed by the parties hereto, that the TOLLWAY shall have jurisdiction of]-88. The VILLAGE shall retain jurisdiction of York Road and Wood Glen Lane traversed or affected by 1 -88 except as otherwise expressly provided for in this AGREEMENT. For the purpose of this AGREEMENT, jurisdiction shall mean the authority and obligation to administer, control, construct, maintain, and operate. C. Wherever in this AGREEMENT approval or review by either the VILLAGE or the TOLLWAY is provided for, said approval or review shall not be unreasonably delayed or withheld. D. In the event of a dispute between the VILLAGE and the TOLLWAY in the carrying out of the terms of this AGREEMENT, the Chief Engineer of the TOLLWAY and the Village's Engineer shall meet and resolve the issue. In the event that they cannot mutually agree on the resolution of a dispute in the carrying out of the terms of this AGREEMENT, the decision of the Chief Engineer of the TOLLWAY shall be final. i E. This AGREEMENT may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which shall be deemed one and the same instrument. F. This AGREEMENT may only be modified by written modification executed by duly authorized representatives of the parties hereto. G. This AGREEMENT shall be binding upon andjinure to the benefit of the parties hereto and their respective successors and approved assigns. R. It is agreed that the laws of the State of Illinois shall apply to this AGREEMENT and that, in the event of litigation, venue shall lie in DuPage County, Illinois. I. All notices shall be in writing and shall be personally delivered or mailed to the following persons at the following addresses: To the TOLLWAY: The Illinois Toll Highway Authority 2700 Ogden Avenue Downers Grove, IL 60515 Attn: Chief Engineer To the VILLAGE: The Village of Oak Brook 1200 Oak Brook Road Oak Brook, IL 60523 Attn: Village Engineer The introductory recitals included at the beginning of this AGREEMENT are agreed to and incorporated into this AGREEMENT. IN WITNESS THEREOF, the parties have executed this AGREEMENT on the dates indicated. a W. Craig, THE VILLA Dt: LDi+ THE ILLINOIS STATE TOLL HIGHWAY AUTHORITY By: Date: Z r % Z( sti Lafleu , Executive Director By: �� "` Date: 7( Il Thomas J. Batnonte, General Counsel Approved as to form and constitutionality z.t.. k (- '-y Robert T. La , Senior Attorney General, State of Illinois 1hIR_IGA— ISTH.4 OakBm k f86n^vYoikRd.doc i e e7r -. �M •, X.A n x Jam, i � tY� n rr ti { t9f - f A Y T kk ,'4i' S "r > x� t Al ,4 T -GA -140 TRACT 29 iF� I L:. I Exhibit D A ALL THAT PART OF THE NORTH 1/2 OF SECTION 24, TOWNSHIP 39 NORTH. RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN, DUPAGE COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS: BEGINNING AT THE CENTER OF SECTION 24 AND RUNNING THENCE SOUTH 89 DEGREES 30 MINUTES WEST FOR A DISTANCE OF 550.46 FEET TO THE CENTER LINE OF HARGER ROAD: THENCE NORTHEAST ON THE CENTERLINE OF SAID HARGER ROAD FOR A DISTANCE OF 779.0 FEET TO A POINT, THENCE NORTH 89 DEGREES 30 MINUTES EAST FOR A DISTANCE OF 168.0 FEET TO THE CENTERLINE OF PRESENT YORK ROAD: THENCE SOUTH ALONG THE CENTERLINE OF YORK ROAD (SOUTH 5 DEGREES 00 SECONDS WEST) FOR A DISTANCE OF 504.90 FEET, MORE OR LESS TO THE POINT OF BEGINNING, EXCEPTING THAT PART PREVIOUSLY DEDICATED OR USED FOR YORK ROAD AND HARGER ROAD. Additional Information �w 1ja '• Y 0 , Er C. 24 - t 39 N - ra I I E dF 'ri -IE• • ` 7 sC+G. Q= RM, IXJ DAdE CO. 1LL __ s2xs✓ 9 [tD. T 6A -Ho led fa LI vo `s VI ra I` O �Ir F7 4,38AC,�¢ 4 it yam' r ! 57 -•• _ - •, P� I i Y•dA•- l94./� ...r 6I) -.C?S% .Y7 ��'Y+GA - - .'•�o.�.:r l��: - _ li . LR .(,.- .ylar�;9d�ci2��.yy7 -�9_ • ��y�ss: _ �.. �• i � •�: '.:' i M.; � i :T^y.e F "]•� Y� ��: • .r'i" 'rw ••• � � 0 Ir t b D Yr 1 y., p a. LO I a .ilk- :4i C. •24- `1B9N -Mffe Cf; tHEi sa s@G IL RO P•M OU PAME- GP IlL. 3'14 1 FA97ERT•. Od:FER6 1 12/16/10 5.6/2 RESOLUTION NO. 19306 Bae gMad It is in the best interest of the Illinois State Toll Highway Authority (hereinafter referred to as "Tollway') to enter into an Intergovernmental Agreement with the Village of Oak Brook (hereinafter referred to as the "Village "). In 1958, the Tollway was granted permanent easement rights over what is identified as Parcel T -GA -140 Tract 29. The Tollway's operational needs do not require a portion of the Parcel. Therefore, the Tollway intends to grant the Village the use of its easement rights on a portion of the Parcel for the construction of a new connector access road adjacent to the bike trail along York Road from Wood Glen Lane to north of Wood Glen Lane. This improvement will allow southbound York Road traffic to access eastbound Wood Glen Lane without left rums from York Road. The Village will pay the fair market value for the Tollway's property rights in the amount of $15,000 as well as any additional costs incurred by the Tollway in the process of the transfer of its easement rights. Resolution The Chief Engineer and the General Counsel are authorized to negotiate and prepare an Intergovernmental Agreement between the Illinois State Toll Highway Authority and the Village of Oak Brook in substantially the form of the Intergovernmental Agreement attached to this Resolution. The Chair or the Executive Director is authorized to execute the agreement. Approved by: Chair Y I J / I / 1 / / } ^A n A # / AI IT d 8 C ccc��1 S U!/I£A9 COFNEft OF !XE SOU. LINE OF ME N.W 1/4 OF SEC IJ.9]' N. 1/4 OF SEC 24- 391 -IIE 24 -39N -IIE SB 9329- S. O a a {' oao RZmo-o�eal D RD egY R rum I Sy E am Rvwo-aue� w � 6ABEIY®VT EXIoIT Re4YOl ED ...... m LPTaOY 9e1 ,3 Sclantivty 13W OY . IL RwJ PAIi� TyAMP lq.1C�— OYIP �' S1 eY^� .v'w` ON &adv. IL 60525 aR �Ii1fQ EASEMEINT EX�T cw PARCEL T -6A -140 TRACT 29 GRAPHIC SCALE 'I'D. n11 ro Y I J / I / 1 / / } ^A n A # / AI IT d 8 C ccc��1 S U!/I£A9 COFNEft OF !XE SOU. LINE OF ME N.W 1/4 OF SEC IJ.9]' N. 1/4 OF SEC 24- 391 -IIE 24 -39N -IIE SB 9329- S. O a a {' oao RZmo-o�eal D RD egY R rum I Sy E am Rvwo-aue� w � 6ABEIY®VT EXIoIT Re4YOl ED ...... m LPTaOY 9e1 ,3 Sclantivty 13W OY . IL RwJ PAIi� TyAMP lq.1C�— OYIP �' S1 eY^� .v'w` ON &adv. 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G 5] Y � CI S7f t as t ;iiq Fa Y 8 ai i l P s E f i e i iFa gflit, Will 41 ° 1 4SSS ) f , t ' B.: i1 if E 1 a El 5� F,gg ;6[[ j =: t 'I g y 7 s'�a l €fill- if F� is � , � �� : jgs71$� � °� � a• �� a i F a§ 3 �F � z,� {� b��Fa�� FS ;; l7(Ey;FF+i f �E$E giE,�lpyar fR q�y i•a�ppi i { t If ilns �t i? y 't.i t 3t @i Fo 9Y qt4 f a e i J 0 0 U K h O U mm W U O� y0 , 6 E q a pp gE i €l Exhibit F WAIVER AND CONSENT VILLAGE OF OAK BROOK SPECIAL SERVICE AREA NO.1 Provided the SSA (defined below) complies with the terms and conditions of that certain Development Agreement ( "Development Agreement"), dated by and between York Road Development Partners, LLC, an Illinois limited liability company (the "Property Owner ") and the Village of Oak Brook, Illinois ( "Village "), Property Owner, being the sole owner of the property described on Exhibit A attached hereto (the "Developer Property ") also identified by permanent index numbers 06 -24- 303 -002, 06 -24- 303 -009, and 06 -24- 303 -011, located in the Village of Oak Brook, Illinois hereby (a) waives any and all notice with regard to the formation of Village of Oak Brook Special Service Area No. 1 (the "SSA "), (b) waives any right to protest and object to the formation of the SSA, or the inclusion of the above described property within the SSA, (c) consents to all actions on the part of the Village which are necessary with respect to the formation of the SSA, and (d) waives any rights to contest such actions in the Circuit Court of DuPage County or to appeal any court action. The undersigned, provided the SSA complies with the Development Agreement, also hereby agrees to (a) waive any right under the provisions of 35 ILCS 200/23 -5, et seq., to file a tax objection complaint but only with respect to any tax imposed by Village of Oak Brook Special Service Area No. 1, and (b) not to file any tax rate obj fiction with respect to any tax imposed by Village of Oak Brook Special Service Area No. 1. All of the above waivers are made of statutory rights granted under the provisions of the Special Service Area Tax Law, 35 ILCS 200/27 -5, et seq.; provided, however, nothing in this Waiver and Consent shall be interpreted as a waiver and consent by Property Owner to the Village's issuance of bonds in connection with the SSA, including without limitation those statutory rights granted to Property Owner pursuant to 35 ILCS 200/27 -45. The provisions of this Waiver and Consent shall be binding upon the undersigned and upon any successor in title or interest. This Waiver and Consent shall constitute a covenant running with the land. This Waiver and Consent cannot be withdrawn or modified except pursuant to a signed writing between the parties. The Property Owner hereby acknowledges that the Village of Oak Brook is relying upon this Waiver and Consent. Dated: 2011 6109255_2 YORK ROAD DEVELOPMENT PARTNERS, LLC By: IDP York Holdings, LLC, its Manager By: Irgens Development Partners, LLC, its Manager By. Mark F. Irgens, Manager/President