R-1149 - 01/24/2012 - AGREEMENT - ResolutionsRESOLUTION 2012-AG-EX1 -R-1 149
A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION
OF AN ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN THE
VILLAGE OF OAK BROOK AND HUB GROUP, INC.
WHEREAS, the Village and Hub Group, Inc. ( "HUB') desire to execute an agreement for the
provision of certain economic incentives to HUB relating to the development of the property at 2000
Clearwater Drive in the Village as HUB's new corporate headquarters ( "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;
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 attached Agreement by and between the Village and HUB.
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.
Section 4: Effective Date. This Resolution shall be in full force and effect upon passage
and approval in the manner provided by law.
APPROVED THIS 241h day of January, 2012
Gopal G. Lalmalani
Village President
PASSED THIS 24th day of January, 2012
Ayes: Trustees Aktipis, Manzo, Moy, Wolin, Yusuf and Zannis
Nays: None
Absent:
= s i
Charlotte K. Pruss
•., 4 f l �,.� ��
Village Clerk
ECONOMIC INCENTIVE AGREEMENT
BY AND BETWEEN THE VILLAGE OF OAK BROOK
AND HUB GROUP, INC.
THIS AGREEMENT ( "Agreement') is made as of the ai-rh day of ]Lm; 2012, and
is by and between the VILLAGE OF OAK BROOK, an Illinois municipal corporation ( "Village'l,
and HUB GROUP, INC. a Delaware corporation ( "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 of this Agreement, as defined in
Section 7 below, the legal title owner of that certain tract of land commonly known as 2000
Clearwater Drive, Oak Brook, Illinois, and legally described in Exhibit A attached to this
Agreement ( "Property').
B. The Developer desires to demolish an existing building and to construct and
develop a new commercial building on the Property to be used as its new corporate
headquarters ( "Building") along with all related and necessary on -site and off -site
improvements to be made in connection with the development of the Property
( "Improvements ") (collectively, the "DevelopmenC).
C. Pursuant to Resolution 2011 - ECODV -R -1123, 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 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_authcdtl! gr_ante by, among others, the following _Cl) Division 13 of Article 11 of the Illinois
Municipal Code (65 ILCS 5/11 -13 -1 et seq.); (ii) Section 8 -1 -2.5 of Division 1 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 Development of the Property, and construction and installation . of all
Improvements, shall be completed pursuant to the Village Code and to all other applicable
federal, state, and Village laws, statutes, codes, ordinances, resolutions, rules and regulations
(collectively, the "Requirements of Larne').
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 33 of
this Agreement, the Corporate Authorities have authorized the following incentives to the
Developer for the completion of the Development ( "Economic Incentives"):
i. Building Permit Fees. The Village shall provide the Developer a 50
percent reduction in the otherwise applicable building permit fees required for the initial
demolition, construction and build -out of the Building on the Property, including but limited to
1
those fees set forth in Sections 10 -4 -1 et seq., 8- 5 -2A -F, 9 -5 -5 and 9 -7 -8 of the Oak Brook
Village Code ( "Village Code ").
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 ( "Total Costs "); provided,
however, that such contribution shall not exceed $150,000. 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 determination by the Village
that the Developer has incurred costs for the design and construction of the public
Improvements for the Property, the Village shall promptly reimburse the Developer for 50
percent of such costs up to the total maximum contribution amount of $150,000.
B. Occupancy Requirement. The incentives provided by the Village pursuant to
Subsection 3.A of this Agreement are contingent upon, and subject to, the Developer
continuously occupying the Building for its 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 Developer does not
satisfy the Occupancy Requirement, 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. VILLAGE COSTS AND FEES. The Developer shall pay all legal, engineering,
and other consulting or administrative fees, costs, and expenses incurred or accrued in
connection with the 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 4 shall not exceed $5,000.
SECTION 5. 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
5.B of this Agreement.
SECTION 6. 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 7. TERM. This Agreement shall be effective as of the date that 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 Incentives paid by the
Village to the Developer as required pursuant to Section 3.13 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 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 5 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 8. 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
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 9. 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, Ilinois 60523
Attention: Village Manager
With a copy to:
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:
Hub Group, Inc.
2000 Clearwater Drive
Oak Brook, Illinois 60523
Attention: General Counsel
With a copy to:
Dykema Gossett PLLC
10 South Wacker Drive
Suite 2300
Chicago, Illinois 60606
Attention: Andrew P. Scott
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.
I. 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) except as
otherwise noted in Section 9.M of this Agreement, that no other person or entity has any legal,
beneficial, contractual, or security interest in the Property; ,(iii) 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;
(iv) that all legal actions needed to authorize the execution, delivery, and performance of this
Agreement have been taken; and (v) 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
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.
M. Temporary Right of Possession. The Village acknowledges that the seller of
the Property shall have the right to occupy the Property through and until April 30, 2012 unless
seller holds over in violation of its rights of possession.
IN WITNESS WHEREOF, the parties hereto have affixed their signatures the date and year first
above written.
(signatures follow on subsequent page)
ATTEST: {/
Clerk
ATTEST:
//�
EXECUTION VERSION
OAK BROOK
HUB GROUP, INC.
By: t
STATE OF ILLINOIS )
) SS.
COUNTY OF DUPAGE )
This instrument was acknowledged before me on U-`i;B&Ak -Y 3 20a by
GnPAL La jwa i , the Village President of the VILLAGE OF OAK BROOK, an Illinois municipal
corporation, and by C•• acs -+m K.. •a the Village Clerk of said municipal corporation.
(9
Sig ure of Notary
My Commission expires: SEAL
M a�.�r lS� do 14
STATE OF ILLINOIS )
SS.
COUNTY OF DUPAGE )
This instrument was acknowledged before me on Ja#4e Jar a 3 d 20 /f� by
MARK 4. 'jE.4GFLP, President of HUB GROUP, INC., and D&Wf, Secretary of said
corporation.
My Commission expires:
Signdture of Notary
.fit
EAL
OFFICIAL SEAL
MAMEE M VOLCHKO
NOTARYPUSUC -STATE OF ILUNOIS
MY COMMISSION EXPIRES:03/NI2
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
Lot 1 in Official Airline Guides Resubdivision being a resubdivision in the southwest
quarter of Section 24, Township 39 North, Range 11 East of the Third Principal Meridian, in Du
Page County, Illinois
Address:
2000 Clearwater Drive, Oak Brook, Illinois.
PIN: 06 -24- 307 -022