R-1341 - 03/11/2014 - ECONOMIC DEVELOPMENT - Resolutions RESOLUTION 2014-ECODV-AG-R-1341
A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION
OF AN ECONOMIC INCENTIVE AGREEMENT
BY AND BETWEEN THE VILLAGE OF OAK BROOK
AND DUCHOSSOIS REAL ESTATE, LLC
WHEREAS, the Village and Duchossois Real Estate, LLC ("Duchossois") desire to execute an
agreement for the provision of certain economic incentives to Duchossois relating to the first phase of
development of the property at 1818 Swift Drive in the Village for a new corporate headquarters for the
Chamberlain Group ("Agreement"); 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 in a final form approved by the Village Manager and the Village
Attorney;
NOW THEREFORE, BE IT RESOLVED 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 Duchossois in a form acceptable to the Village
Manager and the Village Attorney.
Section 3: Authorization and Execution of the Agreement. The Village President and Village
Clerk shall be, and hereby are, authorized to execute the final Agreement on behalf of the Village after
review and approval of the final form of the Agreement by the Village Manager and the Village Attorney
and after receipt of the final Agreement fully executed by Duchossois.
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-ECODV-AG-R-1341
Approving and Authorizing the Execution
of a Economic Incentive Agreement
Page 2 of 2
APPROVED THIS 11th day of March, 2014
Go. . almalani
Village President
PASSED THIS 11th day of March, 2014
Ayes: Trustees Baar, Manzo, Wolin, Yusuf and President Lalmalani
Nays: Trustee Manzo
Absent: Trustees Adler, Moy
ATTE T'
1 i I / ►d
Charlotte K. Pruss
Village Clerk
STATE OF ILLINOIS )
) SS.
COUNTIES OF COOK AND DUPAGE )
I, Charlotte K. Pruss, do hereby certify that I am the duly elected and
acting Village Clerk of the Village of Oak Brook, DuPage and Cook Counties,
Illinois.
I DO FURTHER CERTIFY that the annexed document is a true and
correct copy of the:
ECONOMIC INCENTIVE AGREEMENT
BY AND DUCHOSSOIS REAL ESTATE, LLC
I DO FURTHER CERTIFY that the original document, of which the
annexed copy is a true copy, is entrusted to my care for safekeeping and I am
the keeper of the same.
I DO FURTHER CERTIFY that I am the keeper of the records, journals,
entries, resolutions, ordinances and documents of the said Village of Oak Brook,
DuPage and Cook Counties, Illinois.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the
corporate seal of the Village of Oak Brook this 15th day of July, 2014.
cF ®4 r, .
16 g---7,fr4tof 0) Charlotte K. Pruss
Village Clerk
I / / I
�'{ c-,-
/ Village of Oak Brook
(\\
Q j----=u.1c-''z< DuPage and Cook Counties, Illinois
ECONOMIC INCENTIVE AGREEMENT
BY AND BETWEEN THE VILLAGE OF OAK BROOK
AND DUCHOSSOIS REAL ESTATE, LLC
THIS AGREEMENT is made as of the day of.Ju 42014, and is by and
between the VILLAGE OF OAK BROOK, an Illinois municipal corpdration ("Village"), and
DUCHOSSOIS REAL ESTATE, LLC, a Delaware limited liability company ("Developer").
IN CONSIDERATION OF the recitals and the mutual covenants and agreements set
forth in this Agreement, the parties hereto agree as follows:
SECTION 1. RECITALS.
A. The Developer is, as of the Effective Date as defined in Section 9 below, legal
title owner of that certain tract of land commonly known as 1818 Swift Drive, Oak Brook, Illinois,
and legally described in Exhibit A attached to this Agreement ("Property").
B. The Developer desires to demolish the existing building on the Property and to
construct and develop a new commercial building on the Property to be used as a new
corporate headquarters ("Building") along with all related and necessary public and private on-
site and off-site improvements to be made in connection with the development of the Building on
the Property ("Improvements") (collectively, "Phase 1 Development").
C. Pursuant to Resolution 2014-ECODV-AG-R-1341, the corporate authorities of
the Village have determined that it is desirable to promote economic development within the
Village by providing certain incentives to the Developer for the completion of the Phase 1
Development as provided in Section 3 of this Agreement and as authorized by 65 ILCS 5/8-1-
2.5.
D. The Village and the Developer now seek to enter into this Agreement pursuant to
the authority granted by, among others, the following: (i) Division 13 of Article 11 of the Illinois
Municipal Code (65 ILCS 5/11-13-1 et seq.); (ii) Division 1-2.5 of Article 8 of the Illinois
Municipal Code (65 ILCS 5/8-1-2.5); and (iii) the Village's police powers.
SECTION 2. DEVELOPMENT OF THE PROPERTY. The Developer acknowledges and
agrees that the Phase 1 Development of the Property, and construction and installation of all
Improvements,.shall be completed pursuant to the Village Code of the Village of Oak Brook,
Illinois ("Village Code"), and to all other applicable federal, state, and Village laws, statutes,
codes, ordinances, resolutions, rules and regulations (collectively, "Requirements of Law").
SECTION 3. ECONOMIC INCENTIVES.
A. Village Economic Incentives to Developer. Pursuant to Section 8-1-2.5 of the
Illinois Municipal Code, 65 ILCS 5/8-1-2.5, and subject to the conditions in Subsection 3.B of
this Agreement, the Corporate Authorities have authorized the following incentives to the
Developer for the completion of the Phase 1 Development ("Economic Incentives"):
Building Permit Fees. The Village shall provide the Developer a 50
percent reduction in the otherwise applicable fees charged by the Village related to the issuance
of building permits and a certificate of occupancy for the Buildng, including without limitation,
fees related to the initial demolition permit, construction and build-out of the Building on the
•
Property, plan review, building inspections and those fees set forth in Sections 10-4-1 et seq., 8-
5-2.A — F, 9-5-5, and 9-7-8 of the Village Code. Notwithstanding anything to the contrary
contained herein, this Section 3.A.i. shall not apply to any fees that must be paid by Developer
to the Village pursuant to Section 6 of this Agreement.
ii. Village Contribution. The Village shall provide the Developer a
contribution in an amount equal to 50 percent of the actual costs incurred by the Developer for
the design and construction of the public improvements (which shall be defined as
improvements that are dedicated to and accepted by the Village) for or reasonably related to the
Property ("Total Costs"); provided, however, that such contribution shall not exceed $35,000.
Following completion of the public improvements, the Developer shall provide the Village with
detailed cost and invoice information establishing to the Village's satisfaction the Total Costs
incurred by the Developer for the construction of the public improvements for the Property.
Upon the Village's determination that the Developer has incurred costs related to the design and
construction of public improvements, the Village shall promptly reimburse the Developer for 50
percent of the costs up to a maximum reimbursement amount of$35,000.
B. Occupancy Requirement. The incentives provided by the Village pursuant to
Subsection 3.A of this Agreement are contingent upon, and subject to, the Building being
continuously occupied as corporate headquarters for a period of not less than five years
beginning with the date on which the Village issues a certificate of occupancy to the Developer
for the Building ("Occupancy Requirement"). In the event the Occupancy Requirement is not
satisfied, the Developer shall be required to refund to the Village the entire amount of the
Economic Incentives provided by the Village to the Developer pursuant to this Agreement.
SECTION 4. COOPERATION OF THE VILLAGE IN PHASE 1 DEVELOPMENT PROCESS
A. Street Lighting. The Village acknowledges that the Developer may seek a
waiver from the provisions of the Village Code with regard to the otherwise applicable
requirements for installation of street lights on Windsor Drive. In the event that the Developer
seeks such a waiver, the Village agrees to consider the request for the waiver as part of the
subdivision approval process.
B. Potential Applications for Subdivision and Zoning Approvals. The Village
acknowledges that the Developer may seek subdivision, zoning modifications, and other land
use related approvals for the Property. In the event that the Developer seeks such subdivision,
zoning modifications, and other land use.related approvals, the Village agrees to consider the
request. Nothing in this Section 4 shall be interpreted to obligate the Village to provide, or as a
basis for Developer to rely on, any potential subdivision, zoning modification, or other land use
approvals which may or may not be approved in accordance with the standards set forth in the
Village Code and the Requirements of Law.
SECTION 5. FUTURE PHASES OF DEVELOPMENT. The parties acknowledge and agree
that: (i) this Agreement shall only apply to the Phase 1 Development; and (ii) the Village is not
obligated to provide any economic incentives or other benefits to the Developer, or to waive any
Requirements of Law, for any future resubdivision of any property owned, or may be owned in
the future, by the Developer other than as specifically provided in this Agreement.
SECTION 6. VILLAGE COSTS AND FEES. The Developer shall pay all legal, engineering,
and other consulting or administrative fees, costs, and expenses incurred or accrued by the
Village for its use of third-party consultants, engineers, and attorneys in connection with the
2
Phase 1 Development and the preparation of this Agreement, provided that the amount of legal
fees incurred or accrued that the Developer shall be responsible to pay pursuant to this Section
6 shall not exceed $5,000.
SECTION 7. LIABILITY AND INDEMNITY OF VILLAGE.
A. Village Procedures. The Developer acknowledges and agrees that all notices,
meetings, and hearings have been properly given and held by the Village with respect to the
approval of this Agreement and agrees not to challenge such approval on the grounds of any
procedural infirmity or of any denial of any procedural right.
B. Indemnity. The Developer agrees to, and does hereby, hold harmless and
indemnify the Village, its Corporate Authorities, and all Village elected or appointed officials,
officers, employees, agents, representatives, engineers, and attorneys, from any and all claims
that may be asserted at any time against any of such parties in connection with (i) the Village's
review and approval of any plans for the Property or the Improvements; (ii) the issuance of any
approval, permit, certificate or acceptance for the Property or the Improvements; and (iii) the
development, construction, maintenance or use of any portion of the Property or the
Improvements.
C. Expense. The Developer shall, and does hereby agree to, pay all expenses,
including legal fees and administrative expenses, incurred by the Village in defending itself with
regard to any and all of the claims for which they are responsible as referenced in Subsection
7.B of this Agreement.
SECTION 8. NATURE, SURVIVAL AND TRANSFER OF OBLIGATIONS. All obligations
assumed by the Developer under this Agreement shall be binding upon the Developer, upon
any and all of the Developer's heirs, successors and assigns, and upon any and all of the
respective successor legal or beneficial owners of all or any portion of the Property.
SECTION 9. TERM. This Agreement shall be effective as of the date the Developer obtains
title to the Property ("Effective Date") and shall terminate on the date that the Developer
completes the Occupancy Requirement, provided, however, that if the Developer fails to satisfy
the Occupancy Requirement, this Agreement shall terminate on the date that the Developer
refunds to the Village the entire amount of the Economic Incentive paid by the Village to the
Developer as required pursuant to Section 3.B of this Agreement. The provisions of this
Agreement shall run with and bind the Property, and shall inure to the benefit of, and be
enforceable by, the Developer and the Village, and any of their respective legal representatives,
heirs, grantees, successors, and assigns. Upon termination of this Agreement, the parties shall
execute the appropriate and recordable evidence of the termination of this Agreement
("Certificate of Completion"); provided that the Developer's indemnity and defense obligations
as set forth in Section 7 of this Agreement shall survive any termination of this Agreement. The
Developer shall be entitled to record the Certificate of Completion at its.expense.
SECTION 10. ENFORCEMENT. The parties to this Agreement may, in law or in equity, by suit,
action, mandamus or any other proceeding, including without limitation, specific performance,
enforce or compel the performance of this Agreement: provided, however, that the Developer
agrees that it will not seek, and does 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 thereof, on account of the negotiation,
execution, or breach of any of the terms and conditions of this Agreement. In addition to every
3
other remedy permitted by law for the enforcement of the terms of this Agreement, the Village
shall be entitled to withhold the issuance of building permits or certificates of occupancy for any
and all buildings and structures within the Property at any time when the Developer has failed or
refused to meet fully any of its obligations under this Agreement. In the event of a judicial
proceeding brought by one party to this Agreement against another party to this Agreement, 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.
SECTION 11. GENERAL PROVISIONS.
A. Notice. Any notice or communication required or permitted to be given under
this Agreement shall be in writing and shall be delivered: (i) personally, (ii) by a reputable
overnight courier, (iii) by certified mail, return receipt requested, and deposited in the U,S. Mail,
postage prepaid, or (iv) by facsimile.
Notices and communications to Village shall be addressed to, and delivered at, the
following address:
Village of Oak Brook
1200 Oak Brook Road
Oak Brook, Illinois 60523
Attention: Village Manager
With a copy to:
Village Attorney
Holland & Knight LLP
131 South Dearborn Street
30th Floor
Chicago, Illinois 60603
Attention: Peter M. Friedman
Notices and communications to the Developer shall be addressed to, and delivered at,
the following addresses:
Duchossois Real Estate, LLC
do The Duchossois Group
845 Larch Avenue
Elmhurst, IL 60126
Attention: Eric A. Reeves
With a copy to:
Burke, Warren, MacKay & Serritella, P.C.
330 N. Wabash, 21st Floor
Chicago, IL 60611
Attention: John P. Stephens
4
B. Time of the Essence. Time is of the essence in the performance of all terms
and provisions of this Agreement.
C. Entire Agreement. This Agreement constitutes the entire agreement between
the parties and supersedes any and all prior agreements and negotiations between the parties,
whether written or oral, relating to the subject matter of this Agreement.
D. Exhibit. 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.
E. 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 all parties to this Agreement in accordance with all applicable statutory procedures.
F. Governing Law. This Agreement shall be governed by, and enforced in
accordance with, the internal laws, but not the conflicts of laws rules, of the State of Illinois.
G. Changes in Laws. Unless otherwise explicitly provided in this Agreement, any
reference to any Requirements of Law shall be deemed to include any modifications of, or
amendments to such Requirements of Law as may, from time to time, hereinafter occur.
H. Non-Waiver. The Village shall be under no obligation to exercise any of the
rights granted to it in this Agreement. The failure of the Village to exercise at any time any right
granted to the Village shall not be deemed or construed to be a waiver of that right, nor shall the
failure void or affect the Village's right to enforce that right or any other right.
!. Authority to Execute. The Village hereby warrants and represents to the
Developer that the persons executing this Agreement on its behalf have been properly
authorized to do so by its Corporate Authorities. The Developer hereby warrants and
represents to the Village (i) that the Developer is the owner of fee simple title to the Property,
and that the various portions of the Property are contiguous to each other and have no gaps; (ii)
that the Developer has the full and complete right, power, and authority to enter into this
Agreement and to agree to the terms, provisions, and. conditions set forth in.and to bind the
Property as set forth in this Agreement; (iii) that all legal actions needed to authorize the
execution, delivery, and performance of this Agreement have been taken; and (iv) that neither
the execution of this Agreement nor the performance of the obligations assumed by the
Developer will-(a) result In a breach or default under any agreement to which the Developer is a
party or to which it or the Property are bound or (b) violate any statute, law, restriction, court
order, or agreement to which the Developer or the Property are subject.
J. Non-Severability. If any provision, covenant, agreement, or portion of this
Agreement or its application to any person, entity, or property be held invalid by a court of
competent jurisdiction, the remaining provisions of this Agreement and the validity,
enforceability, and application to any person, entity, or property shall be null and void and of no
further force and effect, it being the intent of the parties that all of the provisions of this
Agreement be treated as an individual whole.
K. Calendar Days and Time. Any reference herein to "day" or "days" shall mean
calendar and not business days. If the date for giving of any notice required to be given
hereunder or the performance of any obligation hereunder falls on a Saturday, Sunday, or
5
Federal holiday, then said notice or obligation may be given or performed on the next business
day after such Saturday, Sunday or Federal holiday.
L. 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
the Developer.
IN WITNESS WHEREOF, the parties hereto have affixed their signatures the date and
year first above written.
ATTEST: VILLAGE OF AK BROOK
► By:
Village Clerk Village President
Ate- : DUCHOSSOIS EA ESTATE, LLC
` ® By:
w►11�w w►
Vice President and Secretary V►gam.kiRs#4- Area-ossess tetheot
ACKNOWLEDGMENTS
STATE OF ILLINOIS )
) SS.
COUNTY OF DUPAGE )
This instrument was acknowledged before me on juty
� Q , 2014, by
�ot I L1-1, B,
irlfed the Village President of the VILLAGE OF OAK OOk, an Illinois municipal
corporation, and bye.havklie. (3us. the Village Clerk of said municipal corporation.
Sig -cure of Notary
My Commission expires: SEAL
0 SEAL
j,? I / 1 DONNA LLBETT N
Notary Public-State of Illinois
My Commission Expires Jul 25,2015 1)
STATE OF ILLINOIS )
SS.
COUNTY OF DUPAGE )
This instrument was acknowledged before me on " - - , 2014, by
of DUCHOSSOIS REAL ESTATE, LLC, and ,
Secretary of said corporon.
gnat a of Notary
LMememomeiumpeiriwwwww"prOFFICIAL
SEAL
JOYCE M SNYDER
Notary Public-State of Illinois
y Commission Expires Oct 11,2016
�Fl .
My Commission expires: SEAL
7
EXHIBIT A
LEGAL DESCRIPTION
Parcel 1:
Lot 1 in Oak Brook Development Company's Subdivision No. 5 of part of Lot 1 in Butler
Company M-1, Inc. Assessment Plat No. 4, in the Southeast quarter of Section 24, Township 39
North, Range 11, East of the Third Principal Meridian, according to the plat of said Oak Brook
Development Company's Subdivision No. 5, recorded November 13, 1972 as Document R72-
69100, in DuPage County, Illinois.
Commonly known as 1818 Swift Drive, Oak Brook, Illinois (0062-3
PIN: 06-24-402-029
Parcel 2:
Lot 1 in Portec, Inc. Subdivision Unit One, being a subdivision of part of Lot 1 in Butler
Company M-1 Inc. Assessment Plat No. 4,being in the southeast 1/4 of Section 24, Township 39
North, Range 11, East of the Third Principal Meridian, according to the plat of said Portec, Inc.
Subdivision Unit One recorded October 2, 1968, as Document R68-45789, in DuPage County,
Illinois.
Commonly known as 300, 306, 310 Windsor Drive, Oak Brook, Illinois (002)
PIN: 06-24-402-022
17000698v3