===== PDF PAGE 4 ===== [Extraction: OCR (rendered-page OCR)] CITY OF WEST CHICAGO FINANCE COMMITTEE AGENDA ITEM SUMMARY ITEM TITLE: AGENDA ITEM NUMBER: _ 5-.Ae@. Alton Industry Ltd. Group and Innovation Partners LLC FILE NUMBER: Resolution No. 19-R-0035 — Partial Property Tax COMMITTEE AGENDA DATE: 8/22/19 Abatement COUNCIL AGENDA DATE: 9/3/19 Resolution No. 19-R-0036 — Economic Incentives STAFF REVIEW: SIGNATURE APPROVED BY CITY ADMINISTRATOR: SIGNATURE. ITEM SUMMARY: In 2015, the Finance Committee endorsed a package of incentives to attract larger businesses to our community, which included a partial property tax abatement, partial rebates of utility taxes and a partial waiver of building permit fees. Alton Industry Ltd. Group is looking to construct a 140,000-160,000 square foot building on between 10-23 acres in the DuPage Business Center and move its office/warehousing operation from Batavia, Illinois. The incentives tentatively agreed to by the parties include the following: (1) a 50% property tax abatement for 10 years, up to $4,000,000 by District 33, District 94, the Fire Protection District, the Library District, the DuPage Airport Authority and the City; and (2) a waiver of 50% of the building permit fees by the City (excluding the sewer capacity charge and third party fees paid for by the City). In return for the incentives, the building would need to remain operational for 15 years, or else there are clawback provisions that would result in portions of the incentives being repaid, the amount determined by the number of years the building was occupied. These are the same incentives given to Suncast, Norix and Ball Horticultural, but in those, there was an incentive for a utility tax rebate of there was a manufacturing component. ACTIONS PROPOSED: Staff recommends approval of Resolutions No. 19-R-0035 and 19-R-0036. COMMITTEE RECOMMENDATION: ===== PDF PAGE 5 ===== [Extraction: OCR (rendered-page OCR)] —ALTON- April 23, 2019 Mr. Michael Guttman City Administrator City of West Chicago 475 Main Street West Chicago, IL 60185 Dear Mr. Guttman, This letter is an addendum to our letter dated March 21, 2019. Alton Industries (“Alton”) is a global leader for wet dry vacuum cleaners & air compressors. Alton has been in business for over 15 years and offers DeWalt, Stanley, Briggs & Stratton, Porter Cable, and Stealth brand products, Alton Industries has been dedicated to building performance-driven, and reliable products in the power tool industry. Alton’s sister company located in China manufactures component parts which are then shipped to Alton for distribution, Alton’s U.S. office is located in Batavia, IL, houses the US headquarters, distribution and customer service team. Alton has outgrown its current Batavia facility due to increased customer demand. In order to make room for additional capacity, Alton is exploring several build-to suit real estate options. Alton is exploring relocating injection molding production from Alton’s sister company in China to the new US site. As such, the new site would house distribution and warehousing activities.The project would include construction of a new 150K SF facility with $9M in estimated costs and 25 new jobs to West Chicago. The initial operations (Phase 1) would include logistic and distribution operations, A proposed Phase 2 would include manufacturing operations currently located in China and could result in an additional 15 jobs and $2 million in investment. Phase 2 is projected to begin in 2022-2023. Alton is in the process of searching for a site to best accommodate operations, Locations under consideration include: Batavia, DuPage Business Park in West Chicago, and Salem, WI, The proposed DuPage Business Park location is 24 acres and includes portions of parcels 04-07-102-016 and 04-07-300-019, The subject site is outlined in green on the attached map. The 24 acres includes land for Phase 1 buildout (150K SF building) and a potential Phase 2 buildout (75k SF building). The Phase 1 building of 150K SF includes approximately 50K SF of excess capacity above current. We respectfully request a property tax abatement of 50% for a ten-year term and permit fee reductions to bring this project to fruition in West Chicago. The value of the abatement is estimated to be $1,110,432 over a ten-year period. The net taxes to the districts are estimated to be $1,535,760 over a ten-year period. The estimates assume new building initially valued at $7M in addition to existing land value and 2% assessment escalations due to the quadrennial reassessments. 1031 N, Raddant Road www.altonindustries.com Batavia, IL 60510 630-389-1030 ===== PDF PAGE 6 ===== [Extraction: OCR (rendered-page OCR)] —ALTON- The current estimate of City permitting fees is approximately $42,000. Alton is requesting a waiver of 50% which is approximately $22,000. This is a competitive project. Alton is currently considering multiple location options for its expansion. Alton is investigating Batavia, West Chicago, and Salem, WI for this project. Alton is investigating the all-in costs of operating at each location. We have received a preliminary property tax abatement offer from Batavia for the proposed Batavia property. The Batavia property also represents a lower property tax costs than the West Chicago site without property tax abatement. The Salem, WI site represents significant cost savings in labor, real estate, income taxes, and incentives. This project requires board approval, and West Chicago’s partnership and participation would help achieve approval. Thank you for your consideration of this request. We are hopeful West Chicago and the other taxing districts’ support will enable Alton to build this new facility in West Chicago. fifties. Michael Roach General Manager Executive Vice President-Global Sales and Marketing 1031 N. Raddant Road www.altonindustries.com Batavia, IL 60510 630-389-1030 ===== PDF PAGE 7 ===== [Extraction: OCR (rendered-page OCR)] KS SoS RRR KKK RIK X \ % Ree ~~~ —— amen \_INNOVATION DRIVE >~———— —. aN (Za emo CX) ait Wit DUPAGE AIRPORT AUTHORITY c 2100 INTERNATIONAL DRIVE Es WEST CHICAGO, IL GOIB5 CHRISTOPHER B. BURKE Encwecring, Lo. 2575 W. Maggie Reed, Sulte@00 Rowemart, Binols 60018 (047) &23-0800 ===== PDF PAGE 8 ===== [Extraction: OCR (rendered-page OCR)] Alton Industries Tax Estimates Preliminary & Confidential Before Abatem $ 264,619 Value of Abate $ (111,043) NetofAbatem $ 153,576 Anticipated Taxes Before Abatement $ 244,008 $ 244,008 $ 244,008 $ 264,122 $ 264122 $ 264,122 $ 264,122 $ 285,894 $ 285,894 $ 285,894 $ 2,646,192 Less: Abatement $(102,394) $ (102,394) $ (102,394) $(110,834) $ (110,834) $ (110,834) $ (110,834) $ (119,971) $ (119,971) $ (119,971) $(1,110,432) Taxes Net of Abatement $141,614 $ 141,614 $ 141,614 $ 153,287 $ 153,287 $ 153,287 $ 153,287 $ 165,923 $ 165,923 $ 165,923 $ 1,535,760 ===== PDF PAGE 9 ===== [Extraction: OCR (rendered-page OCR)] Alton Industries Tax Estimates Preliminary & Confidential LAND VALUE Tax Rate Land EAV INCREMENTAL VALUE Building FMV Assessment Ratio Equalization Factor EAV Incremental Taxes Due to Development ABATED TAXES GRADE SCHOOL DIST 33 HIGH SCHOOL DIST 94 WEST CHGO FIRE DIST CITY OF WEST CHICAGO WEST CHGO LIBR DIST DU PAGE AIRPORT AUTH TOTAL TAX COLLECTED (Land + Building) NET NEW TAXES GRADE SCHOOL DIST 33 HIGH SCHOOL DIST 94 WEST CHGO FIRE DIST CITY OF WEST CHICAGO: WEST CHGO LIBR DIST DU PAGE AIRPORT AUTH Total RY RY RY 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Total 10.419% 10.42% 10.42% 10.42% 10.42% 10.42% 10.42% 10.42% 10.42% 10.42% 10.42% 10.42% $ 8175 $ 8849 $ 8849 $ 8849 $ 8849 $ 9,579 $ 9579 $ 9,579 $ 9579 $ 10,368 $ 10,368 $ 10,368 $ 7,000,000 $ 7,000,000 $ 7,000,000 $ 7,577,025 $ 7,577,025 $ 7,577,025 $ 7,577,025 $ 8,201,616 $ 8,201,616 $ 8,201,616 33.33% 33.33% 33.33% 33.33% 33.33% 33.33% 33.33% 33.33% 33.33% 33.33% 1 1 1 1 1 1 1 1 1 1 $_2,333,100_$ 2,333,100 _$ 2,333,100 _$ 2,525,422 $ 2,525,422 $ 2,525,422 _$ 2,525,422 $ 2,733,599 $ 2,733,599 $ 2,733,599 $ 243,086 $ 243,086 $ 243,086 $ 263,124 $ 263,124 $ 263,124 $ 263,124 $ 284,814 $ 284814 $ 284,814 $ 2,636,193 50% 50% 50% 50% 50% 50% 50% 50% 50% 50% 4.753% $ 55,440 $ 55,440 $ 55,440 $ 60,010 $ 60,010 $ 60,010 $ 60,010 $ 64,957 $ 64,957 $ 64,957 2.303% $ 26866 $ 26,866 $ 26,866 $ 29,080 $ 29,080 $ 29,080 $ 29080 $ 31,477 $ 31,477 $ 31,477 0.875% $ 10,204 $ 10,204 $ = 10,204 $ = 11,045 $ 11,045 $ 11,085 $ = 1045 $= 95S $ = 11,955 $ 11,955 0.544% $ 6347 $ 6347 $ 6,347 $ 6870 $ 6870 $ 6870 $ 6870 $ 7,437 $ 7,437 $ 7,437 0.486% $ 3,343 $ 3,343 $ 3,343 $ 3,619 $ 3,619 $ 3,619 $ 3,619 $ 3,917 $ 3,917 $ 3,917 0.019% $ 194 $ 194 $ 194 $ 210 $ 210 $ 210 $ 210 $ 227, $ 227, $ 227 8.980% $ 102,394 $ 102,394 $ 102,394 $ 110,834 $ 110,834 $ 110834 $ 110834 $ 119971 $ 119971 $ 119,971. $ 41,110,432 $ = $ 141,614 $ 141,614 $ 141,614 $ 153,287 $ 153,287 $ 153,287 $ 153,287 $ 165,923 $ 165,923 $ 165,923 $1,535,760 $ 55,440 $ 55,440 $ 55,440 $ 60,010 $ 60,010 $ 60,010 $ 60,010 $ 64957 $ 64,957 $ 64,957 $ 26,866 $ 26,866 $ 26,866 $ 29,080 $ 29,080 $ 29,080 $ 29,080 $ 31,477 $ 31,477 $ 31,477 $ 10,204 $ 10,204 $ = =—10,204 $ = 11,045 $ 11,085 $ 11045 $ 11,045 $ 11,955 $ 11,955 $ 11,955 $ 6347 $ 6347 $ 6347 $ 6870 $ 6870 $ 6870 $ 6870 $ 7,437 $ 7,437 $ 7,437 $ 3,343 $ 3,343 $ 3,343 $ 3,619 $ 3,619 $ 3,619 $ 3,619 $ 3,917 $ 3,917 $ 3,917 $ 194 $ 196 $ 194 § 210 $ 210 $ 210 $ 210 $ 227_$ 227_$ 227 $ 102,394 $ 102,394 $ 102,394 $ 110,834 $ 110,834 $ 110,834 $ 110834 § 119,971 § 119971 $ 119971 $ 1,110,432 ===== PDF PAGE 10 ===== [Extraction: OCR (rendered-page OCR)] Alton Industries Tax Estimates Preliminary & Confidential Assumptions Assessment Ratio Growth Rate 04-07-300-019 04-07-102-016 Proposed Site Price per SF SF/Acre Land Price Acres Land Price Bldg. SF Tax PSF Tax Estimated FMV Rate Source: 2017 tax bill 33.33% 2% 2017 EAV Acres $ 12,260 37.68 $ 17,808 50.59 S$ 30,068 88.27 $ 8,175 24.00 (1) 3.8 43,560 $ 165,528 24 $3,972,672 150,000 1.6 $ 240,000 $7,000,000 (1) Land to be acquired includes portions of two parcels. EAV is pro-rated based on acreage. ===== PDF PAGE 11 ===== [Extraction: OCR (rendered-page OCR)] —ALTON. March 21, 2019 Mr. Michael Guttman City Administrator City of West Chicago 475 Main Street West Chicago, IL 60185 Dear Mr. Guttman, Alton Industries (“Alton”) is a global leader for wet dry vacuum cleaners & air compressors, Alton has been in business for over 15 years and offers DeWalt, Stanley, Briggs & Stratton, Porter Cable, and Stealth brand products. Alton Industries has been dedicated to building performance-driven, and reliable products in the power tool industry. Alton’s sister company located in China manufactures component parts which are then shipped to Alton for distribution. Alton’s U.S. office is located in Batavia, IL, houses the US headquarters, distribution and customer service team. Alton has outgrown its current Batavia facility due to increased customer demand. In order to make room for additional capacity, Alton is exploring several build-to suit real estate options. Alton is exploring relocating injection molding production from Alton’s sister company in China to the new US site, As such, the new site would house distribution and warehousing activities. The project would include construction of a new 150K SF facility with $9M in estimated costs and 25 new jobs to West Chicago. Alton is in the process of searching for a site to best accommodate operations. Locations under consideration include: Batavia, DuPage Business Park in West Chicago, and Salem, WI. We respectfully request a property tax abatement, permit fee reductions, and utility tax reductions in order to bring this project to fruition in West Chicago. This is a competitive project. Alton is currently considering multiple location options for its expansion. Alton is investigating Batavia, West Chicago, and Salem, WI for this project. Alton is investigating the all-in costs of operating at each location. We have received a preliminary property tax abatement offer from Batavia for the proposed Batavia property. The Batavia property also represents a lower property tax costs than the West Chicago site without property tax abatement. The Salem, WI site represents significant cost savings in labor, real estate, income taxes, and incentives. This project requires board approval, and West Chicago’s partnership and participation would help achieve approval. Thank you for your consideration of this request. We are hopeful West Chicago and the other taxing districts’ support will enable Alton to build this new facility in West Chicago. Sincerely, [ell [lw Michael Roach Executive Vice President-Global Sales and Marketing General Manager-Americas 1031 N. Raddant Road www.altonindustries.com Batavia, IL 60510 630-389-1030 ===== PDF PAGE 12 ===== [Extraction: OCR (rendered-page OCR)] RESOLUTION NO. 19-R-0035 A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF WEST CHICAGO, DUPAGE AIRPORT AUTHORITY, WEST CHICAGO LIBRARY DISTRICT, WEST CHICAGO FIRE PROTECTION DISTRICT, WEST CHICAGO ELEMENTARY DISTRICT 33, COMMUNITY HIGH SCHOOL DISTRICT 94, INNOVATION PARTNERS LLC AND ALTON INDUSTRY LTD. GROUP IN REGARD TO A PROPERTY TAX ABATEMENT RELATIVE TO THE DEVELOPMENT OF THE ALTON INDUSTRY PROPERTY BE IT RESOLVED by the City Council of the City of West Chicago, in regular session assembled, that the Mayor is hereby authorized to execute an Intergovernmental Agreement Between the City of West Chicago, DuPage Airport Authority, West Chicago Library District, West Chicago Fire Protection District, West Chicago Elementary School District 33, Community High School District 94, Innovation Partners LLC and Alton Industry Ltd. Group in regard to a Property Tax Abatement Relative to the Development of the Norix Property, a copy of which, in substantially the same form, is attached hereto and incorporated herein as Exhibit “A”, APPROVED this 3" day of September, 2019 AYES: NAYES: ABSTAIN: ABSENT: Mayor Ruben Pineda ATTEST: City Clerk Nancy M. Smith ===== PDF PAGE 13 ===== [Extraction: OCR (rendered-page OCR)] INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF WEST CHICAGO, DUPAGE AIRPORT AUTHORITY, WEST CHICAGO LIBRARY DISTRICT, WEST CHICAGO FIRE PROTECTION DISTRICT, WEST CHICAGO ELEMENTARY SCHOOL DISTRICT 33, COMMUNITY HIGH SCHOOL DISTRICT 94, INNOVATON PARTNERS, LLC AND ALTON INDUSTRY LTD. GROUP IN REGARD TO A PROPERTY TAX ABATEMENT RELATIVE TO THE DEVELOPMENT OF THE ALTON INDUSTRY PROPERTY This INTERGOVERNMENTAL AGREEMENT (“Agreement”) is entered into this ___ day of , 2019 (“Effective Date”), by and between the CITY OF WEST CHICAGO, an Illinois home rule municipal corporation (“CITY”), the DUPAGE AIRPORT AUTHORITY, an Illinois airport authority (“AIRPORT”), the WEST CHICAGO LIBRARY DISTRICT, an Illinois library district (“LIBRARY”), the WEST CHICAGO FIRE PROTECTION DISTRICT, an Illinois fire protection district (“FIRE PROTECTION DISTRICT”), the WEST CHICAGO ELEMENTARY SCHOOL DISTRICT 33, an Illinois school district (“ELEMENTARY SCHOOL DISTRICT”), the COMMUNITY HIGH SCHOOL DISTRICT 94, an Illinois school district (‘HIGH SCHOOL DISTRICT”), and Innovation Partners, LLC, a limited liability company (“LANDLORD”) and Alton Industry Ltd. Group a corporation (which, together with LANDLORD, is the “DEVELOPER”). The CITY, the AIRPORT, the LIBRARY, the FIRE PROTECTION DISTRICT, the ELEMENTARY SCHOOL DISTRICT, the HIGH SCHOOL DISTRICT, and the DEVELOPER are sometimes individually referred to herein as a “Party” and collectively referred to as the “Parties.” WITNESSETH WHEREAS, DEVELOPER is under contract to acquire vacant land on Innovation Parkway in West Chicago, Illinois, with said property being legally described on EXHIBIT A-1, attached hereto and made part hereof, and depicted on EXHIBIT A-2, attached 418799_2 1 ===== PDF PAGE 14 ===== [Extraction: OCR (rendered-page OCR)] hereto and made part hereof (“Subject Property”); and WHEREAS, the DEVELOPER desires to acquire and develop the Subject Property with a distribution and warehouse building of approximately one hundred forty thousand (140,000) to one hundred sixty thousand (160,000) square feet on no less than ten (10) acres and up to approximately twenty-five (25) acres, as preliminarily depicted and further described in EXHIBIT B-1 and EXHIBIT B-2, respectively, attached hereto and made a part hereof (“Project”); and WHEREAS, the DEVELOPER desires to own, develop and operate the Project on the Subject Property; and WHEREAS, in order to induce the DEVELOPER to proceed with the Project, the CITY, the AIRPORT, the LIBRARY, the FIRE PROTECTION DISTRICT, the ELEMENTARY SCHOOL DISTRICT, and the HIGH SCHOOL DISTRICT (collectively the “UNITS OF GOVERNMENT’) agree to provide the DEVELOPER with a partial real estate tax abatement in regard to certain of the real estate taxes assessed by the UNITS OF GOVERNMENT against the Subject Property (“Tax Abatement”); and WHEREAS, the Tax Abatement will provide a real estate tax abatement from the UNITS OF GOVERNMENT to the DEVELOPER pursuant to 35 ILCS 200/18-165 (“Abatement Law”); and WHEREAS, the UNITS OF GOVERNMENT have agreed to provide the Tax Abatement to the DEVELOPER, pursuant to the terms and conditions as set forth in this Agreement, provided the DEVELOPER agrees to refrain from taking any actions, either directly or indirectly, to lower the equalized assessed valuation of the Subject Property, including the Project located thereon, for a period of fifteen (15) years after the Project 418799_2 2 ===== PDF PAGE 15 ===== [Extraction: OCR (rendered-page OCR)] commences operation, below those equalized assessed valuations as set forth on EXHIBIT C, attached hereto and made part hereof (“Anticipated Assessed Values”); and WHEREAS, the DEVELOPER is in agreement with the restriction set forth above, relative to refraining from taking any actions, either directly or indirectly, to lower the equalized assessed valuation of the Subject Property below the Anticipated Assessed Values for the Subject Property; and WHEREAS, by providing the Tax Abatement, in exchange for the DEVELOPER agreeing to refrain from taking any actions, either directly or indirectly, to lower the equalized assessed valuation of the Subject Property below the Anticipated Assessed Values for the Subject Property, the UNITS OF GOVERNMENT will induce the DEVELOPER to cause the Project to be constructed and operated, which the UNITS OF GOVERNMENT anticipate will provide future financial benefits for the UNITS OF GOVERNMENT; and WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution, 5 ILCS 220/1 et seq. and the CITY’S home rule powers provide the authority for this Agreement; and WHEREAS, it is in the best interests of the Parties to enter into this Agreement. NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and agreements contained herein, the Parties hereto agree as follows: I INCORPORATION OF PREAMBLES. The preambles hereto, as set forth above, are incorporated herein by reference and are made part hereof. 2: DEVELOPER CONDITIONS. The DEVELOPER’S right to receive the Tax Abatement under this Agreement is expressly conditioned upon the satisfaction by the DEVELOPER of the following conditions: 418799_2 3 ===== PDF PAGE 16 ===== [Extraction: OCR (rendered-page OCR)] A. 418799_2 DEVELOPER shall acquire title to the Subject Property on or before October 31, 2019; Construct and operate the Project on the Subject Property substantially in accordance with the preliminarily site plan and Project description in EXHIBITS B-1 and B-2, and as EXHIBITS B-1 and B-2 may be updated from time to time by the agreement of the DEVELOPER and the CITY, with any updates thereto being appended as revised EXHIBITS B-1 and B-2 without the need to further amend this Agreement; Obtain certificates of occupancy, or final approvals, for the Project from all governmental entities having jurisdiction over the design and construction of the Project, on or before December 31, 2021. The date the DEVELOPER receives the last of the final certificates of occupancy or final approvals for the Project from all governmental entities having jurisdiction over the design and construction of the Project shall be the “Commencement Date.” The DEVELOPER shall notify each of the UNITS OF GOVERNMENT of the Commencement Date within fourteen (14) days after the Commencement Date has occurred; Comply with the real estate tax obligations set forth in Section 4. below; and Notwithstanding any provision in this Agreement to the contrary, if the DEVELOPER fails to meet any of its obligations in Sections 2.A., 2.B., or 2.C. of this Agreement, the Agreement shall be terminated and be null and void. REAL ESTATE TAX ABATEMENT. Subject to the DEVELOPER, on the Subject Property, being in full compliance with Section 2. above, and Section 4.A. below, the UNITS OF GOVERNMENT shall provide the DEVELOPER with the Tax Abatement pursuant to the Abatement Law, relative to the real estate taxes assessed against the Subject Property, including the Project located thereon, with said Tax Abatement being: Ws For a maximum of ten (10) years, beginning with the real estate taxes levied on the Subject Property, including the Project located thereon, for the full calendar year after the calendar year in which the Commencement Date occurs, which real estate taxes are payable in the year thereafter, even if the full amount referenced in Subsection ===== PDF PAGE 17 ===== [Extraction: OCR (rendered-page OCR)] 418799_2 3.A.2. below has not been abated; 2: Limited to a total cumulative amount from the UNITS OF GOVERNMENT combined of Four Million and No/100 Dollars ($4,000,000.00), even if the Tax Abatement has not occurred for the full ten (10) year period referenced in Subsection 3.A.1. above; 3: Limited to Fifty Percent (50%) of the real estate taxes to be received by the UNITS OF GOVERNMENT from the Subject Property, including the Project located thereon, exclusive of real estate taxes received to satisfy any debt service tax levy of general applicability to all property within any one or more of the respective UNITS OF GOVERNMENT, in any given year; and 4. Limited by excluding amounts levied by each of the UNITS OF GOVERNMENT for debt service, and as limited by the Abatement Law, and any amendments thereto after the Effective Date. Within sixty (60) days of the Commencement Date, each of the UNITS OF GOVERNMENT shall adopt the ordinance, or resolution, attached hereto as EXHIBIT D and made a part hereof (“Abatement Ordinance / Resolution”), and send a certified copy of the Abatement Ordinance / Resolution to the DuPage County Clerk (“Clerk”), with such changes to the Abatement Ordinance / Resolution being made to tailor the Abatement Ordinance / Resolution to the specific ordinance, or resolution, form requirements of each of the UNITS OF GOVERNMENT, and after updating the current P.I.N.s and legal description(s) for the Subject Property, including the Project located thereon, if any. The Parties acknowledge that under the Abatement Law, the Clerk administers the Tax Abatement. The Parties acknowledge that as of the Effective Date, the process for administering the Tax Abatement as is described in EXHIBIT E, attached hereto and made a part hereof, and that the process described in EXHIBIT E may change after the ===== PDF PAGE 18 ===== [Extraction: OCR (rendered-page OCR)] B. 418799_2 Effective Date. If the process for administering the Tax Abatement as described in EXHIBIT E is changed after the Effective Date, the Parties shall update EXHIBIT E to reflect the new process, which update may occur upon agreement of the chief administrative officers of each of the UNITS OF GOVERNMENT and the DEVELOPER. The Parties shall cooperate with one another, and the Clerk, in administering the Tax Abatement. Upon a reasonable request of the Clerk, or any other Party, the Parties shall timely respond to requests for information and documents related to the Tax Abatement, and the Parties shall take all reasonable steps in a timely manner needed to administer the Tax Abatement consistent with the terms of this Agreement. During the term of this Agreement, if the DEVELOPER ceases operating the Project on the Subject Property, or if the DEVELOPER breaches any of its obligations under Section 4.A., the UNITS OF GOVERNMENT shall provide written notice of such cessation (a “Default Notice”) to the DEVELOPER. If the DEVELOPER does not recommence operation of the Project within thirty (30) days of the DEVELOPER'’s receipt of a Default Notice, or if the DEVELOPER does not cure the breach of its obligations under Section 4.A.within thirty (30) days of the DEVELOPER’s receipt of a Default Notice, then the UNITS OF GOVERNMENT may elect, by written notice to the DEVELOPER delivered following such thirty (30) day period, to terminate this Agreement (hereinafter, a “Termination”), whereupon the ===== PDF PAGE 19 ===== [Extraction: OCR (rendered-page OCR)] DEVELOPER shall reimburse the UNITS OF GOVERNMENT the Tax Abatement as follows: ‘hs If a Termination occurs within five (5) years from the Commencement Date, the DEVELOPER shall pay each of the UNITS OF GOVERNMENT its pro rata amount of Seventy Five Percent (75%) of the Tax Abatement realized by the DEVELOPER; or 2. If a Termination occurs after five (5) years from the Commencement Date, the DEVELOPER shall pay each of the UNITS OF GOVERNMENT its pro rata amount of Fifty Percent (50%) of the Tax Abatement realized by the DEVELOPER. The DEVELOPER’s reimbursement obligations herein shall survive, and be binding upon the DEVELOPER, regardless of the termination or expiration of this Agreement, until fifteen (15) years after the Commencement Date. The DEVELOPER shall reimburse the UNITS OF GOVERNMENT within thirty (30) days of a written demand from the UNITS OF GOVERNMENT for such reimbursement. 4. REAL ESTATE TAX OBLIGATIONS OF THE DEVELOPER. A. 418799_2 The DEVELOPER agrees to pay, or cause to be paid, all general and special real estate taxes levied against its respective interest in the Subject Property, including the Project located thereon, on or prior to the date same is due, and said real estate taxes shall not become delinquent. The DEVELOPER shall deliver evidence of payment of such real estate taxes to the UNITS OF GOVERNMENT upon request. The DEVELOPER agrees: (1) to not, and to not permit or allow any of its affiliates or employees, to challenge, contest, or seek a reduction in, or assert tax-exempt status in relation to, the real estate taxes assessed against the Subject Property, including the Project located thereon, below the Anticipated Assessed Values, as shown on EXHIBIT C; (2) to prohibit any third party obligated to pay the real estate taxes, in whole or in part, assessed against the Subject Property, including ===== PDF PAGE 20 ===== [Extraction: OCR (rendered-page OCR)] the Project located thereon, or any portion thereof, from challenging, contesting, seeking a reduction in or asserting tax-exempt status in relation to the real estate taxes assessed against the Subject Property, including the Project located thereon, below the Anticipated Assessed Values, as shown on EXHIBIT C; and (3) to not file, participate in, or allow any of its affiliates or employees to file or participate in a tax rate objection, contest or other challenge to the taxes and/or levies of the taxing districts authorized by law to levy property taxes against the Subject Property, including the Project located thereon, below the Anticipated Assessed Values, as shown on EXHIBIT C. The sole remedy to each of the UNITS OF GOVERNMENT, in the event of a breach by DEVELOPER of its obligations in Subsection 4.B. above, shall be for the DEVELOPER to pay to each of the UNITS OF GOVERNMENT, on an annual basis, the difference between (1) the actual real estate taxes payable with respect to the Subject Property, including the Project located thereon, resulting from any such successful challenge, contest, or reduction of or exemption from real estate taxes assessed against the Subject Property, including the Project located thereon, below the Anticipated Assessed Values, as shown on EXHIBIT C, and (2) the lesser of (a) the amount of real estate taxes that would have been due and owing on the Subject Property, including the Project located thereon, for such year, after the Tax Abatement for such year, had such successful challenge contest, or reduction of or exemption from real estate taxes assessed against the Subject Property not occurred, and (b) the amount of real estate taxes that would have been due and owing on the Anticipated Assessed Values for such year, after the Tax Abatement for such year (said deficiency shall herein be referred to as the “Tax Deficiency”) plus interest thereon at the prime rate charged by BMO Harris Bank, N.A. (or its successor) plus Three Percent (3%) per annum for the period beginning on the date the real estate taxes are received by each of the UNITS OF GOVERNMENT for any given year and ending on the date the Tax Deficiency is paid to each of the UNITS OF GOVERNMENT, which shall be due within thirty (30) days of written notice from any one (1) of the UNITS OF GOVERNMENT. The DEVELOPER agrees to not pursue, permit or allow any of its affiliates or employees to agree to, pursue or permit the disconnection or detachment of the Subject Property from any of the UNITS OF GOVERNMENT. 5. GENERAL CONDITIONS/REQUIREMENTS. 418799 2 ===== PDF PAGE 21 ===== [Extraction: OCR (rendered-page OCR)] 418799_2 This Agreement is entered into for the benefit of each of the Parties, solely, and not for the benefit of any third party. Nothing contained in this Agreement shall constitute a waiver of any privileges, defenses or immunities which the UNITS OF GOVERNMENT may have under the Illinois Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101, et seq., with respect to any claim brought by a third party. The obligations of the DEVELOPER shall constitute covenants running with the land legally described in Exhibit A-1 and shall be binding on successors and assigns of the DEVELOPER and shall bind all owners of the Subject Property, including the Project located thereon, or any portion thereof. This Agreement shall be recorded on title to the Subject Property at the expense of the DEVELOPER upon taking effect. Upon a breach of this Agreement by DEVELOPER, any of the UNITS OF GOVERNMENT may repeal their respective Abatement Ordinance / Resolution, and any Party, by an action or proceeding solely in equity brought in the 18th Judicial Circuit Court, in DuPage County, Illinois, and may secure the specific performance of the covenants and agreements herein contained, for failure of performance. In the event of a default by any of the Parties, the defaulting Party, as adjudicated by a court of competent jurisdiction, shall pay to the non- defaulting Party / Parties, upon demand, all of the non-defaulting Party's / Parties’ reasonable costs, charges and expenses, including, but not limited to, the costs of accountants, consultants, attorneys and others retained by the non-defaulting Party / Parties for the purpose of enforcing any of the obligations of the defaulting Party under this Agreement. The failure of any Party to insist upon the strict and prompt performance of the terms, covenants, agreements and conditions herein contained, or any of them, by any other Party, shall not constitute or be construed as a waiver or relinquishment of any Party’s right thereafter to enforce any such term, covenant, agreement or condition, but the same shall continue in full force and effect. If the performance by any Party hereunder is delayed as a result of circumstances which are beyond the reasonable control of such Party (which circumstances shall only include acts of God, war, strikes or similar acts of force majeure), the time for such performance shall be extended by the amount of time of such delay. This Agreement shall remain in full force and effect for fifteen (15) years ===== PDF PAGE 22 ===== [Extraction: OCR (rendered-page OCR)] 418799_2 after the Commencement Date. In the event that any UNIT OF GOVERNMENT'’s authority under the Abatement Law to carry out its obligation in this Agreement is repealed, becomes null and void or otherwise becomes invalid, then (i) such UNIT OF GOVERNMENT's obligations hereunder shall cease and no further obligations of any sort shall be required of the UNIT OF GOVERNMENT, and (ii) the DEVELOPER’s obligations to such UNIT OF GOVERNMENT hereunder (including, without limitation, DEVELOPER’s obligations to such UNIT OF GOVERNMENT under Section 3.B.) shall cease as of the date on which any such UNIT OF GOVERNMENT’s authority under the Abatement Law to carry out its obligation in this Agreement is repealed, becomes null and void or otherwise becomes invalid. The DEVELOPER shall have no recourse against the affected UNIT OF GOVERNMENT(s) in such event and such affected UNIT(s) OF GOVERNMENT shall have no recourse against the DEVELOPER. No amendment to, or modification of, this Agreement shall be effective unless and until it is in writing and approved by the authorized representative of the DEVELOPER and by each of the UNITS OF GOVERNMENT’s corporate authorities, and executed and delivered by the authorized representatives of each Party. If, during the term of this Agreement, any lawsuits or other proceedings are filed or initiated against any Party before any court, commission, board, bureau, agency, unit of government or sub-unit thereof, arbitrator, or other instrumentality, that may materially affect or inhibit the ability of any Party to perform its obligations under, or otherwise to comply with, this Agreement (“Litigation”), the Party against which the Litigation is filed or initiated shall promptly deliver a copy of the complaint or charge related thereto to the other Parties and shall thereafter keep the other Parties fully informed concerning all aspects of the Litigation. Each Party shall, to the extent necessary, cooperate with the other Parties in this event. The Parties each agree to use their respective best efforts to defend the validity of this Agreement and the Abatement Ordinances / Resolutions adopted pursuant to this Agreement, including every portion thereof and every approval given, and every action taken, pursuant thereto. The DEVELOPER shall and hereby agrees to defend, hold harmless and indemnify the UNITS OF GOVERNMENT, and their respective elected officials, appointed officials, employees, agents and attorneys (collectively the “UNITS OF GOVERNMENT Affiliates”) from and against any and all third-party claims, demands, suits, damages, liabilities, losses, expenses, and judgments against any UNITS OF GOVERNMENT Affiliates resulting from the DEVELOPER’s breach of its obligations hereunder. The obligation of the DEVELOPER in this regard shall include, but shall not be limited, to 10 ===== PDF PAGE 23 ===== [Extraction: OCR (rendered-page OCR)] all costs and expenses, including reasonable attorneys’ fees, incurred by the UNITS OF GOVERNMENT Affiliates in responding to, defending against, or settling any such claims, demands, suits, damages, liabilities, losses, expenses or judgments. The DEVELOPER covenants that it will reimburse the UNITS OF GOVERNMENT Affiliates, or pay over to the UNITS OF GOVERNMENT Affiliates, all sums of money the UNITS OF GOVERNMENT Affiliates pays, or becomes liable to pay to any such third party, by reason of any of the foregoing; provided, however, that the DEVELOPER’s liability under this Section 5.M. shall be limited to the total amount of Tax Abatement that the DEVELOPER has been received pursuant to this Agreement as of the date of any such claim, demand, suit, damage, liability, loss, expense, or judgment. In any suit or proceeding brought hereunder, the UNITS OF GOVERNMENT Affiliates shall have the right to appoint counsel of their own choosing to represent it, the reasonable costs and expenses of which shall be paid by the DEVELOPER. The DEVELOPER shall maintain the Subject Property, and operate the Project, in compliance with all Federal, State, County, and UNITS OF GOVERNMENT laws, ordinances, resolutions, rules and regulations. NOTICES. Notice or other writings which any Party is required to, or may wish to, serve upon any other Party in connection with this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 418799_2 A. If to the CITY: City of West Chicago 475 Main Street West Chicago, Illinois 60185 Attn Mayor With copies to: City of West Chicago 475 Main Street West Chicago, Illinois 60185 Attn: City Administrator Bond, Dickson & Associates 400 Knoll Street Wheaton, Illinois 60187 Attn: Patrick Bond 11 B. If to the LIBRARY: West Chicago Library District 118 West Washington Street West Chicago, Illinois 60185 Attn: President With copies to: West Chicago Library District 118 West Washington Street West Chicago, Illinois 60185 Attn: Executive Director Peregrine, Stime, Newman, Ritzman, & Bruckner, Ltd. 221 East Illinois Street Wheaton, Illinois 60187 ===== PDF PAGE 24 ===== [Extraction: OCR (rendered-page OCR)] 418799_2 C. If to the ELEMENTARY SCHOOL DISTRICT: West Chicago Elementary School District 33 312 East Forest Avenue West Chicago, Illinois 60185 Attn President With copies to: West Chicago Elementary School District 33 312 East Forest Avenue West Chicago, Illinois 60185 Attn Superintendent Robbins Schwartz 55 W. Monroe Street, Suite 800 Chicago, Illinois 60603 Attn: Kenneth M. Florey E. If to the DUPAGE AIRPORT AUTHORITY: DuPage Airport Authority 2700 International Drive, Suite 200 West Chicago, Illinois 60185 Attn: Chairman With copies to DuPage Airport Authority 2700 International Drive, Suite 200 West Chicago, Illinois 60185 Attn: Executive Director Schirott, Luetkehans & Garner, LLC 105 E. Irving Park Rd. Itasca, Illinois 60143 Attn: Phillip A. Luetkehans 12 Attn: Mark Ritzman D. If to the HIGH SCHOOL DISTRICT: Community High School District 94 157 West Washington Street West Chicago, Illinois 60185 Attn: President With copies to: Community High School District 94 157 West Washington Street West Chicago, Illinois 60185 Attn: Superintendent Hauser, Izzo, Petrarca, Gleason & Stillman, LLC 19730 Governors Hwy, Suite 10 Flossmor, Illinois 60422 Attn: John Izzo F. If to the DEVELOPER: 1031 North Raddant Road Batavia, Illinois 60510 Attn: Michael Roach With a copy to: Huck Bouma PC 1755 South Naperville Road, Suite 200 Wheaton, Illinois 60189 Attn: Attn: Jonathan J. Fox ===== PDF PAGE 25 ===== [Extraction: OCR (rendered-page OCR)] G. If to the FIRE PROTECTION DISTRICT: West Chicago Fire Protection District 200 Freemont Street West Chicago, Illinois 60185 Attn: President With copies to: West Chicago Fire Protection District 200 Freemont Street West Chicago, Illinois 60185 Attn: Fire Chief Ottosen Britz Kelly Cooper Gilbert & DiNolfo, Ltd. 1804 N. Naper Boulevard #350 Naperville, Illinois 60563 Attn: Joseph Miller or to such other address, or additional individuals/entities, as any Party may from time to time designate in a written notice to the other Parties. Service by personal delivery shall be deemed given when delivery occurs, and service by certified or registered mail shall be deemed given three (3) days after depositing same in the mail. 7. COUNTERPARTS. This Agreement may be executed simultaneously in up to seven (7) counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. 8. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the Parties and supersedes any prior understanding or written or oral agreements between them regarding the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between and among the Parties hereto relating to the subject matter of this 418799_2 13 ===== PDF PAGE 26 ===== [Extraction: OCR (rendered-page OCR)] Agreement which are not fully expressed herein. 9. EFFECTIVE DATE. This Agreement shall be deemed dated and become effective on the date the last of the Parties executes this Agreement as set forth below, which date shall be filled in on page 1 hereof. IN WITNESS WHEREOF, the CITY, pursuant to authority granted by the adoption of a Motion/Resolution by its City Council, has caused this Agreement to be executed by its Mayor and attested by its Clerk; the AIRPORT, pursuant to authority granted by the adoption of a Motion/Resolution by its Board of Commissioners, has caused this Agreement to be signed by its Chairman and attested by its Secretary; the LIBRARY, pursuant to the authority granted by the adoption of a Motion/Resolution by its Board of Trustees, has caused this Agreement to be signed by its President and attested by its Secretary; the FIRE PROTECTION DISTRICT, pursuant to the authority granted by the adoption of a Motion/Resolution by its Board of Trustees, has caused this Agreement to be signed by its President and attested by its Secretary; the ELEMENTARY SCHOOL DISTRICT, pursuant to the authority granted by the adoption of a Motion/Resolution by its Board of Education, has caused this Agreement to be signed by its President and attested by its Secretary; the HIGH SCHOOL DISTRICT, pursuant to the authority granted by the adoption of a Motion/Resolution by its Board of Education, has caused this Agreement to be signed by its President and attested by its Secretary; LANDLORD, pursuant to proper authority granted in accordance with its organizational documents, has caused this Agreement to be executed by its and attested by its ; and DEVELOPER, pursuant to proper authority granted in accordance with its organizational documents, has caused this Agreement to be executed by its 418799_2 14 ===== PDF PAGE 27 ===== [Extraction: OCR (rendered-page OCR)] and attested by its CITY OF WEST CHICAGO WEST CHICAGO PUBLIC LIBRARY DISTRICT By: By: , Mayor , President ATTEST: ATTEST: , City Clerk , Secretary Dated: Dated: WEST CHICAGO ELEMENTARY WEST CHICAGO COMMUNITY HIGH SCHOOL DISTRICT 33 SCHOOL DISTRICT 94 By: By: , President , President ATTEST: ATTEST: , Secretary , Secretary Dated: Dated: DUPAGE AIRPORT AUTHORITY By: By: , Chairman , ATTEST: ATTEST: , Secretary , Dated: Dated: 418799_2 15 ===== PDF PAGE 28 ===== [Extraction: OCR (rendered-page OCR)] WEST CHICAGO FIRE PROTECTION DISTRICT By: By: , Chairman ATTEST: ATTEST: , Secretary Dated: Dated: 418799_2 16 ===== PDF PAGE 29 ===== [Extraction: OCR (rendered-page OCR)] STATE OF ILLINOIS ) ) ss COUNTY OF DUPAGE __ ) |, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that the above-named and ; personally known to me to be the Mayor and City Clerk of the City of West Chicago, and also known to me to be the same persons whose names are subscribed to the foregoing instrument as such Mayor and City Clerk, respectively, appeared before me this day in person and severally acknowledged that, as such Mayor and City Clerk, they signed and delivered the signed instrument, pursuant to authority given by the City of West Chicago, as their free and voluntary act, and as the free and voluntary act and deed of said City of West Chicago, for the uses and purposes therein set forth. GIVEN under my hand and Notary Seal, this day of ; 2019. Notary Public My Commission Expires: 418799_2 17 ===== PDF PAGE 30 ===== [Extraction: OCR (rendered-page OCR)] STATE OF ILLINOIS ) ) ss COUNTY OF DUPAGE __ ) I, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that the above-named and ; personally known to me to be the President and Secretary of the West Chicago Public Library District, and also known to me to be the same persons whose names are subscribed to the foregoing instrument as such President and Secretary, respectively, appeared before me this day in person and severally acknowledged that, as such President and Secretary, they signed and delivered the signed instrument, pursuant to authority given by the West Chicago Public Library District, as their free and voluntary act, and as the free and voluntary act and deed of said West Chicago Public Library District, for the uses and purposes therein set forth. GIVEN under my hand and Notary Seal, this day of ; 2019. Notary Public My Commission Expires: 418799_2 18 ===== PDF PAGE 31 ===== [Extraction: OCR (rendered-page OCR)] STATE OF ILLINOIS _) )Ss COUNTY OF DUPAGE) |, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that the above-named and ; personally known to me to be the President and Secretary of the West Chicago Fire Protection District, and also known to me to be the same persons whose names are subscribed to the foregoing instrument as such President and Secretary, respectively, appeared before me this day in person and severally acknowledged that, as such President and Secretary, they signed and delivered the signed instrument, pursuant to authority given by the West Chicago Fire Protection District, as their free and voluntary act, and as the free and voluntary act and deed of said West Chicago Fire Protection District, for the uses and purposes therein set forth. GIVEN under my hand and Notary Seal, this day of F 2019. Notary Public My Commission Expires: 418799_2 19 ===== PDF PAGE 32 ===== [Extraction: OCR (rendered-page OCR)] STATE OF ILLINOIS ) )Ss COUNTY OF DUPAGE ) |, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that the above-named and i personally known to me to be the President and Secretary of the West Chicago Elementary School District 33, and also known to me to be the same persons whose names are subscribed to the foregoing instrument as such President and Secretary, respectively, appeared before me this day in person and severally acknowledged that, as such President and Secretary, they signed and delivered the signed instrument, pursuant to authority given by the West Chicago Elementary School District 33, as their free and voluntary act, and as the free and voluntary act and deed of said West Chicago Elementary School District 33, for the uses and purposes therein set forth. GIVEN under my hand and Notary Seal, this day of F 2019. Notary Public My Commission Expires: 418799_2 20 ===== PDF PAGE 33 ===== [Extraction: OCR (rendered-page OCR)] STATE OF ILLINOIS ) )ss COUNTY OF DUPAGE ) |, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that the above-named and , personally known to me to be the President and Secretary of the West Community High School District 94, and also known to me to be the same persons whose names are subscribed to the foregoing instrument as such President and Secretary, respectively, appeared before me this day in person and severally acknowledged that, as such President and Secretary, they signed and delivered the signed instrument, pursuant to authority given by the West Chicago Community High School District 94, as their free and voluntary act, and as the free and voluntary act and deed of said West Chicago Community High School District 94, for the uses and purposes therein set forth. GIVEN under my hand and Notary Seal, this day of ; 2019. Notary Public My Commission Expires: 418799_2 21 ===== PDF PAGE 34 ===== [Extraction: OCR (rendered-page OCR)] STATE OF ILLINOIS ) )ss COUNTY OF DUPAGE ) |, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that the above-named and , personally known to me to be the Chairman and Secretary of the DuPage Airport Authority, and also known to me to be the same persons whose names are subscribed to the foregoing instrument as such Chairman and Secretary, respectively, appeared before me this day in person and severally acknowledged that, as such Chairman and Secretary, they signed and delivered the signed instrument, pursuant to authority given by the DuPage Airport Authority, as their free and voluntary act, and as the free and voluntary act and deed of said DuPage Airport Authority, for the uses and purposes therein set forth. GIVEN under my hand and Notary Seal, this day of " 2019. Notary Public My Commission Expires: 418799_2 22 ===== PDF PAGE 35 ===== [Extraction: OCR (rendered-page OCR)] STATE OF ) )ss COUNTY OF ) |, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that the above-named and ; personally known to me to be the and of and also known to me to be the same persons whose names are subscribed to the foregoing instrument as such and , respectively, appeared before me this day in person and severally acknowledged that, as such and , they signed and delivered the signed instrument, pursuant to authority given by , as their free and voluntary act, and as the free and voluntary act and deed of , for the uses and purposes therein set forth. GIVEN under my hand and Notary Seal, this day of : 2019. Notary Public My Commission Expires: 418799_2 23 ===== PDF PAGE 36 ===== [Extraction: OCR (rendered-page OCR)] STATE OF ) )Ss COUNTY OF ) |, the undersigned, a Notary Public, in and for the County and State aforesaid, DO HEREBY CERTIFY that the above-named and j personally known to me to be the and of and also known to me to be the same persons whose names are subscribed to the foregoing instrument as such and , respectively, appeared before me this day in person and severally acknowledged that, as such and , they signed and delivered the signed instrument, pursuant to authority given by , as their free and voluntary act, and as the free and voluntary act and deed of , for the uses and purposes therein set forth. GIVEN under my hand and Notary Seal, this day of : 2019. Notary Public My Commission Expires: 418799_2 24 ===== PDF PAGE 37 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT A-1 Legal Description of Subject Property (attached) 418799_2 29 ===== PDF PAGE 38 ===== [Extraction: OCR (rendered-page OCR)] Innovation Partners Parcel Legal Description THAT PART OF THE NORTHWEST QUARTER AND THE SOUTHWEST QUARTER OF SECTION 7, TOWNSHIP 39 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID NORTHWEST QUARTER, PER MONUMENT RECORD R2003- 137779; THENCE NORTH 00 DEGREES 02 MINUTES 50 SECONDS EAST ALONG THE WEST LINE OF SAID QUARTER SECTION (BEARING BASED ON THE ILLINOIS STATE PLANE COORDINATE SYSTEM EAST ZONE NAD-83) 410.53 FEET; THENCE SOUTH 89 DEGREES 57 MINUTES 10 SECONDS EAST PERPENDICULAR TO SAID WEST LINE 568.72 FEET; THENCE SOUTH 52 DEGREES 24 MINUTES 55 SECONDS EAST 291.25 FEET TO A POINT ON THE WESTERLY LINE OF INNOVATION DRIVE DEDICATED PER DOCUMENT R2007-131936; THENCE ALONG THE WESTERLY LINE OF SAID INNOVATION DRIVE FOR THE NEXT (4) COURSES; (1) THENCE SOUTHERLY 393.47 FEET ALONG THE ARC OF A NON-TANGENT CIRCLE TO THE LEFT HAVING A RADIUS OF 495.08 FEET AND WHOSE CHORD BEARS SOUTH 07 DEGREES 31 MINUTES 56 SECONDS WEST 383.20 FEET TO A POINT OF REVERSE CURVATURE; (2) THENCE SOUTHERLY 382.73 FEET ALONG THE ARC OF A TANGENT CIRCLE TO THE RIGHT HAVING A RADIUS OF 424.92 FEET AND WHOSE CHORD BEARS SOUTH 10 DEGREES 34 MINUTES 03 SECONDS WEST 369.92 FEET TO A POINT OF REVERSE CURVATURE; (3) THENCE SOUTHERLY 404,58 FEET ALONG THE ARC OF A TANGENT CIRCLE TO THE LEFT HAVING A RADIUS OF 495.08 FEET AND WHOSE CHORD BEARS SOUTH 12 DEGREES 57 MINUTES 38 SECONDS WEST 393.41 FEET TO A POINT OF INTERSECTION WITH THE NORTHERLY LINE OF PROPOSED INGENUITY WAY; THENCE ALONG THE NORTHERLY LINE OF SAID INGENUITY WAY FOR THE NEXT (5) COURSES (1) THENCE SOUTHWESTERLY 83.21 FEET ALONG THE ARC OF A NON-TANGENT CIRCLE TO THE RIGHT HAVING A RADIUS OF 75.00 FEET AND WHOSE CHORD BEARS SOUTH 25 DEGREES 57 MINUTES 23 SECONDS WEST 79.00 FEET TO A POINT; (2) THENCE SOUTH 52 DEGREES 49 MINUTES 33 SECONDS WEST 514.54 FEET TO A POINT OF CURVATURE; (3) THENCE WESTERLY 108.62 FEET ALONG THE ARC OF A TANGENT CIRCLE TO THE RIGHT HAVING A RADIUS OF 85.00 FEET AND WHOSE CHORD BEARS SOUTH 89 DEGREES 26 MINUTES 04 SECONDS WEST 101.38 FEET TO A POINT; (4) THENCE NORTH 36 DEGREES 19 MINUTES 24 SECONDS WEST NON-TANGENT TO THE LAST COURSE, 26.17 FEET; (5) THENCE SOUTH 53 DEGREES 40 MINUTES 36 SECONDS WEST PERPENDICULAR TO THE LAST COURSE, 48.88 FEET TO A POINT ON THE WEST LINE OF SAID SOUTHWEST QUARTER; THENCE NORTH 00 DEGREES 19 MINUTES 26 SECONDS EAST ALONG SAID WEST LINE 1,285.35 FEET, TO THE POINT OF BEGINNING, IN DUPAGE COUNTY, ILLINOIS. CONTAINING 24.509 ACRES OR 1,067,592 SQUARE FEET MORE OR LESS. ===== PDF PAGE 39 ===== [Extraction: OCR (rendered-page OCR)] [LEGAL DESCRIPTION] P.I.N.: Common address: , West Chicago, Illinois 418799_2 26 ===== PDF PAGE 40 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT A-2 Depiction of Subject Property (attached) 418799_2 27 ===== PDF PAGE 41 ===== [Extraction: OCR (rendered-page OCR)] —— RELOCATED ROOSEVELT ROAD a ale STORM SEWER Sc EeEN A 4 SANITARY EASEMENT FIBER OPTIC EASEMENT WATERMAIN EASEMENT STORM SEWER EASEMENT SANITARY EASEMENT STORM SEWER EASEMENT PARCEL AREA'S IN CITYOF.WEST CHICAGO, ILLINOIS PREPARED FOR DUPAGE AIRPORT AUTHORITY CHRISTOPHER B. BURKE ENGINEERING, LTO. Cc B 9575 West Higgins Road Suite 600, Rosemont, Illinois 60018 (847) 823-0500 ===== PDF PAGE 42 ===== [Extraction: OCR (rendered-page OCR)] EXHIBITB-1 ProjectSitePlan (attached) 418799_2 28 ===== PDF PAGE 43 ===== [Extraction: OCR (rendered-page OCR)] ~ is RIVE FUTURE EXPANSION Maman. SEEAEEEEEaiaammen 8 WE “La Svea 8 Lacvener ea areent nT} (-- | | | ne GESHAEGER ENGINEERING CONCEPTUAL SITE PLAN ALTON INDUSTRIES ===== PDF PAGE 44 ===== [Extraction: OCR (rendered-page OCR)] EXHIBITB-2 Project Description (attached) 418799_2 29 ===== PDF PAGE 45 ===== [Extraction: OCR (rendered-page OCR)] Project Description Company Background Alton Industries (“Alton”) is a global leader for wet dry vacuum cleaners & air compressors. Alton has been in business for over 15 years and offers DeWalt, Stanley, Briggs & Stratton, Porter Cable, and Stealth brand products. Alton Industries has been dedicated to building performance-driven, and reliable products in the power tool industry. Alton’s sister company located in China manufactures component parts which are then shipped to Alton for distribution. Alton’s U.S. office is located in Batavia, IL, houses the US headquarters, distribution and customer service team. Project Overview Alton has outgrown its current Illinois facility due to increased customer demand. In order to make room for additional capacity, Alton is exploring several build-to suit real estate options. Alton is exploring relocating injection molding production from Alton’s sister company in China to the new US site. As such, the new site would house distribution and warehousing activities. Alton is in the process of searching for a site to best accommodate operations. An entity with related ownership, Innovation Partners, LLC, would purchase and develop the property. Proposed Project Impact e¢ Job Commitment o 25 new full-time jobs to West Chicago = 15 Hourly Workers - $39K Average Wage * 10 Salary Workers - $65K Average Wage e Investment Commitment- $12M o DuPage Business Park = 150K SF new build-to-suit facility = $9M Estimated total cost © Machinery & Equipment - $3M ===== PDF PAGE 46 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT C Anticipated Assessed Values Anticipated Assessed Year Valuation Year 1 $2,333,100 Year 2 $2,333,100 Year 3 $2,333,100 Year 4 $2,525,422 Year 5 $2,525,422 Year 6 $2,525,422 Year 7 $2,525,422 Year 8 $2,733,599 Year 9 $2,733,599 Year 10 $2,733,599 Total $25,301,785 418799_1 29 ===== PDF PAGE 47 ===== [Extraction: OCR (rendered-page OCR)] EXHIBITD AbatementOrdinance/Resolution (attached) 418799_2 31 ===== PDF PAGE 48 ===== [Extraction: OCR (rendered-page OCR)] [ORDINANCE / RESOLUTION] PROVIDING FOR REAL ESTATE TAX ABATEMENT WHEREAS, the Illinois Property Tax Code, 35 ILCS 200/18-165, authorizes any taxing district to abate its taxes in relation to a specific property; and WHEREAS, in “An Intergovernmental Agreement Between the City of West Chicago, DuPage Airport Authority, West Chicago Library District, West Chicago Fire Protection District, West Chicago Elementary School District 33, Community High School District 94 and in Regard to a Property Tax Abatement Relative to the Development of the Alton Industries Property,” dated __, 2019 (“IGA”), the [City Council / Board of Trustees / Board of Commissioners / Board of Education] of the [Unit of Government] previously determined it to be in its best interests to abate a portion of its taxes on the real estate legally described in Exhibit 1, attached hereto and made a part hereof (“Subject Property”), in order to encourage a commercial firm to redevelop the Subject Property; and WHEREAS, the conditions of the IGA for the abatement of a portion of the taxes on the Subject Property have been met; and WHEREAS, in the IGA, this [City Council / Board of Trustees / Board of Commissioners / Board of Education] previously determined such abatement of taxes to be in the best interests of its tax payers in order to encourage a commercial firm to redevelop the Subject Property, increase the tax base, and increase employment opportunities; and NOW, THEREFORE, BE IT [ORDAINED / RESOLVED] [by the [Mayor / Chairman / President] and [City Council / Board of Trustees / Board of Commissioners / Board of Education] of the [Unit of Government], DuPage County, Illinois, as follows: Section 1. This [City Council / Board of Trustees / Board of Commissioners / Board of Education] hereby finds that all of the recitals contained in the preambles to this [Ordinance / Resolution] are full, true and correct and does now incorporate the same herein by reference. Section 2. The County Clerk of DuPage County, Illinois is hereby ordered to abate the real estate taxes to be extended on the Subject Property, on behalf of the [Unit of Government] according to the rate set forth in Section 3 below, but excluding any levy or levies for debt service (“Abatement Rate”), commencing at the start of the next calendar year after the year in which this [Ordinance / Resolution] is passed. However, in no event shall the aggregate abatement of real estate taxes levied against the Subject Property by the [Unit of Government], together with real estate taxes levied against the Subject Property and abated in previous and future years by all other taxing districts, exceed the total of Four Million and No/100 Dollars ($4,000,000.00). 418799_2 32 ===== PDF PAGE 49 ===== [Extraction: OCR (rendered-page OCR)] Section 3. The Abatement Rate shall be Fifty Percent (50%) of the real estate taxes to be extended on the Subject Property on behalf of the [Unit of Government]. Section 4. The [Mayor / Chairman / President] and [Clerk / Secretary] of this [Unit of Government] are hereby authorized and directed to execute this [Ordinance / Resolution] and cause a certified copy of the same to be filed with the County Clerk of DuPage County, Illinois. Section 5. This [Ordinance / Resolution] shall be in full force and effect upon its adoption and publication. PASSED this day of , 20__ by a majority vote of the Corporate Authorities of the [Unit of Government] on a roll call vote as follows: AYES: NAYS: ABSENT: APPROVED by the [Mayor / Chairman / President] of the [Unit of Government] on the day of 20 3 [Mayor / Chairman / President] ATTEST: [Clerk / Secretary] [Published in pamphlet form / Published in the newspaper, being a newspaper of general circulation within the [Unit of Government] this __ day of ,20__] 418799_2 33 ===== PDF PAGE 50 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT 1 LEGAL DESCRIPTION OF THE SUBJECT PROPERTY (attached) 418799_2 34 ===== PDF PAGE 51 ===== [Extraction: OCR (rendered-page OCR)] Innovation Partners Parcel Legal Description THAT PART OF THE NORTHWEST QUARTER AND THE SOUTHWEST QUARTER OF SECTION 7, TOWNSHIP 39 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID NORTHWEST QUARTER, PER MONUMENT RECORD R2003- 137779; THENCE NORTH 00 DEGREES 02 MINUTES 50 SECONDS EAST ALONG THE WEST LINE OF SAID QUARTER SECTION (BEARING BASED ON THE ILLINOIS STATE PLANE COORDINATE SYSTEM EAST ZONE NAD-83) 410.53 FEET; THENCE SOUTH 89 DEGREES 57 MINUTES 10 SECONDS EAST PERPENDICULAR TO SAID WEST LINE 568.72 FEET; THENCE SOUTH 52 DEGREES 24 MINUTES 55 SECONDS EAST 291.25 FEET TO A POINT ON THE WESTERLY LINE OF INNOVATION DRIVE DEDICATED PER DOCUMENT R2007-131936; THENCE ALONG THE WESTERLY LINE OF SAID INNOVATION DRIVE FOR THE NEXT (4) COURSES; (1) THENCE SOUTHERLY 393.47 FEET ALONG THE ARC OF A NON-TANGENT CIRCLE TO THE LEFT HAVING A RADIUS OF 495.08 FEET AND WHOSE CHORD BEARS SOUTH 07 DEGREES 31 MINUTES 56 SECONDS WEST 383.20 FEET TO A POINT OF REVERSE CURVATURE; (2) THENCE SOUTHERLY 382.73 FEET ALONG THE ARC OF A TANGENT CIRCLE TO THE RIGHT HAVING A RADIUS OF 424.92 FEET AND WHOSE CHORD BEARS SOUTH 10 DEGREES 34 MINUTES 03 SECONDS WEST 369.92 FEET TO A POINT OF REVERSE CURVATURE; (3) THENCE SOUTHERLY 404.58 FEET ALONG THE ARC OF A TANGENT CIRCLE TO THE LEFT HAVING A RADIUS OF 495.08 FEET AND WHOSE CHORD BEARS SOUTH 12 DEGREES 57 MINUTES 38 SECONDS WEST 393.41 FEET TO A POINT OF INTERSECTION WITH THE NORTHERLY LINE OF PROPOSED INGENUITY WAY; THENCE ALONG THE NORTHERLY LINE OF SAID INGENUITY WAY FOR THE NEXT (5) COURSES (1) THENCE SOUTHWESTERLY 83.21 FEET ALONG THE ARC OF A NON-TANGENT CIRCLE TO THE RIGHT HAVING A RADIUS OF 75.00 FEET AND WHOSE CHORD BEARS SOUTH 25 DEGREES 57 MINUTES 23 SECONDS WEST 79.00 FEET TO A POINT; (2) THENCE SOUTH 52 DEGREES 49 MINUTES 33 SECONDS WEST 514.54 FEET TO A POINT OF CURVATURE; (3) THENCE WESTERLY 108.62 FEET ALONG THE ARC OF A TANGENT CIRCLE TO THE RIGHT HAVING A RADIUS OF 85.00 FEET AND WHOSE CHORD BEARS SOUTH 89 DEGREES 26 MINUTES 04 SECONDS WEST 101.38 FEET TO A POINT; (4) THENCE NORTH 36 DEGREES 19 MINUTES 24 SECONDS WEST NON-TANGENT TO THE LAST COURSE, 26.17 FEET; (5) THENCE SOUTH 53 DEGREES 40 MINUTES 36 SECONDS WEST PERPENDICULAR TO THE LAST COURSE, 48.88 FEET TO A POINT ON THE WEST LINE OF SAID SOUTHWEST QUARTER; THENCE NORTH 00 DEGREES 19 MINUTES 26 SECONDS EAST ALONG SAID WEST LINE 1,285.35 FEET, TO THE POINT OF BEGINNING, IN DUPAGE COUNTY, ILLINOIS. CONTAINING 24.509 ACRES OR 1,067,592 SQUARE FEET MORE OR LESS. ===== PDF PAGE 52 ===== [Extraction: OCR (rendered-page OCR)] [LEGAL DESCRIPTION] P.I.N.: Common address: , West Chicago, Illinois 418799_2 35 ===== PDF PAGE 53 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT E ABATEMENT PROCESS Capitalized terms in this EXHIBIT E shall have the meanings as set forth for said terms in the “Intergovernmental Agreement Between The City Of West Chicago, DuPage Airport Authority, West Chicago Library District, West Chicago Fire Protection District, West Chicago Elementary School District 33, Community High School District 94, And In Regard To A Property Tax Abatement Relative To The Development Of The Alton Industries Property” (“IGA”), unless otherwise defined in this EXHIBIT E. As of the Effective Date of the IGA, the process for administering the Tax Abatement is: 1. Within sixty (60) days of the Commencement Date, each UNIT OF GOVERNMENT shall adopt an Abatement Ordinance / Resolution, and send a certified copy of its Abatement Ordinance / Resolution to the Clerk. 2. The Clerk shall, at the time the tentative tax rates are prepared for each year’s property tax levy, send to the chief executive officer of each of the UNITS OF GOVERNMENT a letter setting forth, with respect to the Tax Abatement, the parcel(s) affected, the amount of property taxes to be levied, and the amount of the abatement attributable to each of the UNITS OF GOVERNMENT (“Abatement Letter’). ox Each of the UNITS OF GOVERNMENT shall, each year, review the Abatement Letter from the Clerk, note any changes in the information provided, and then sign and return the Abatement Letter to the Clerk, all within seven (7) days of receipt of the Abatement Letter. 4. The Clerk shall track and account for the total Tax Abatement paid to the DEVELOPER. 5. The Clerk shall calculate the property tax levy for each of the UNITS OF GOVERNMENT taking the Tax Abatement into account, as approved by each of the UNITS OF GOVERNMENT with regard to its annual Abatement Letter. 6. The Tax Abatement for the Subject Property abated in previous and future years by all other taxing districts, shall not exceed the total of Four Million and No/100 Dollars ($4,000,000.00). 418799_2 36 ===== PDF PAGE 54 ===== [Extraction: OCR (rendered-page OCR)] RESOLUTION NO. 19-R-0036 A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE AN ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN THE CITY OF WEST CHICAGO, INNOVATION PARTNERS LLC AND ALTON INDUSTY LTD. GROUP BE IT RESOLVED by the City Council of the City of West Chicago, in regular session assembled, that the Mayor is hereby authorized to execute an Economic Incentive Agreement by and between the City of West Chicago, Innovation Partners LLC and Alton Industry Ltd. Group, a copy of which, in substantially the same form, is attached hereto and incorporated herein as Exhibit “A”. APPROVED this 3™ day of September, 2019 AYES: NAYES: ABSTAIN: ABSENT: Mayor Ruben Pineda ATTEST: City Clerk Nancy M. Smith ===== PDF PAGE 55 ===== [Extraction: OCR (rendered-page OCR)] ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN THE CITY OF WEST CHICAGO, ALTON INDUSTRY LTD. GROUP AND INNOVATION PARTNERS, LLC This ECONOMIC INCENTIVE AGREEMENT (“Agreement”) is entered into this ____ day of , 2019 (“Effective Date”) by and between the City of West Chicago, an Illinois home rule municipal corporation (“CITY”), and Innovation Partners, LLC, a Limited Liability Company, and Alton Industry Ltd. Group, a Corporation, and together with Innovation Partners, LLC,(“DEVELOPER’). The CITY and the DEVELOPER are sometimes individually referred to herein as a “Party” and collectively referred to as the “Parties.” WITNESSETH WHEREAS, DEVELOPER, the CITY, and certain other units of government, entered into the “INTERGOVERNMENTAL AGREEMENT BETWEEN THE CITY OF WEST CHICAGO, DUPAGE AIRPORT AUTHORITY, WEST CHICAGO LIBRARY DISTRICT, WEST CHICAGO FIRE PROTECTION DISTRICT, WEST CHICAGO ELEMENTARY SCHOOL DISTRICT 33, COMMUNITY HIGH SCHOOL DISTRICT 94 AND INNOVATION PARTNERS, LLC IN REGARD TO A PROPERTY TAX ABATEMENT RELATIVE TO THE DEVELOPMENT OF THE ALTON INDUSTRIES PROPERTY” on __, 2019 (“IGA”); and WHEREAS, as set forth in the IGA, the DEVELOPER is under contract to acquire vacant land on Innovation Parkway in West Chicago, Illinois, with said property being legally described on EXHIBIT A-1, attached to the IGA, and depicted on EXHIBIT A-2, attached to the IGA (“Subject Property”); and 418801_1 i ===== PDF PAGE 56 ===== [Extraction: OCR (rendered-page OCR)] WHEREAS, the DEVELOPER desires to acquire and develop the Subject Property with a distribution and warehouse building of approximately one hundred forty thousand (140,000) to one hundred sixty thousand (160,000) square feet on no less than ten (10) acres and up to twenty-five (25) acres, as preliminarily depicted and further described in EXHIBIT B-1 and EXHIBIT B-2, respectively, attached to the IGA (“Project”); and WHEREAS, the IGA provides that the DEVELOPER will receive a real estate tax abatement from the CITY and certain other units of government pursuant to 35 ILCS 200/18-165 (“Tax Abatement”), if the conditions for the Tax Abatement in the IGA are satisfied; and WHEREAS, the DEVELOPER has requested that in addition to the Tax Abatement, the CITY provide the DEVELOPER with the additional incentive set forth in this Agreement (“Additional Incentive”) to assist the DEVELOPER in acquiring the Subject Property and/or improving it with the Project; and WHEREAS, the CITY agrees to provide the DEVELOPER with the Additional Incentive as set forth herein, and in exchange for the DEVELOPER agreeing to comply with the terms of the IGA and the terms of this Agreement, and in exchange for the DEVELOPER agreeing to redevelop the Property with the Project, the CITY will induce the DEVELOPER to cause the Project to be constructed and operated, which will provide future financial benefits for the CITY; and WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution, 65 ILCS 5/8- 1-2.5, 5 ILCS 220/1 et seg. and the CITY’S home rule powers provide the authority for this Agreement; and 418801_1 2 ===== PDF PAGE 57 ===== [Extraction: OCR (rendered-page OCR)] WHEREAS, it is in the best interests of the Parties to enter into this Agreement; NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants and agreements contained herein, the Parties hereto agree as follows: 1; INCORPORATION OF PREAMBLES. The preambles hereto, as set forth above, are incorporated herein by reference and are made part hereof. ae DEVELOPER CONDITIONS. The DEVELOPER’S right to receive the Additional Incentive under this Agreement is expressly conditioned upon the performance of the following conditions, to the extent the conditions can be met prior to the Additional Incentive being granted to the DEVELOPER: A. B. 418801_1 DEVELOPER shall not be in default of its obligations in the IGA. DEVELOPER shall operate an ongoing business operation on the Subject Property, within a physical building of approximately one hundred forty thousand (140,000) to one hundred sixty thousand (160,000) square feet. DEVELOPER shall provide the CITY all documents reasonably requested by the CITY regarding the matters set forth in the IGA and this Agreement. DEVELOPER shall, within two (2) years of the issuance of a final Certificate of Occupancy for the Project employ at the Subject Property no less than twenty-five (25) full-time equivalent employees, which number of full-time equivalent employees DEVELOPER shall maintain during the term of this Agreement. DEVELOPER shall at not less than once per calendar year, on a date selected by the CITY, provide a written report to the CITY with: 1s A summary of the Project's and the DEVELOPER’s plans for prospective growth or expansion at the Subject Property; and 2. Copies of documentation showing the number of square feet of the Subject Property used for carrying out the Project, including but not limited to property casualty policy renewal certificate, and/or annual fire inspection reports. ===== PDF PAGE 58 ===== [Extraction: OCR (rendered-page OCR)] F. DEVELOPER shall at not less than once per calendar year, on a date selected by the CITY, provide a certified payroll summary, or similar documentation acceptable to the CITY, to verify the DEVELOPER’S compliance with its obligations in Section 2.D. above, and DEVELOPER shall redact and remove employee names, Social Security numbers, salaries and other sensitive and personal information removed from the documentation provided to the CITY hereunder. 3. ADDITIONAL INCENTIVE. For the Additional Incentive, the DEVELOPER shall only be required to pay only Fifty Percent (50%) of any building permit costs payable to the CITY for the Project, and the CITY shall waive the remaining building permit costs for the Project payable to the CITY, up to an aggregate total building permit costs waiver not to exceed amount of Twenty- Five Thousand and No/100 Dollars ($25,000.00) (“Building Permit Waiver Cap”). The DEVELOPER shall pay building permit costs to the CITY for the Project over the Building Permit Waiver Cap. Building permit costs waived herein exclude the sewer capacity fee and all third party costs paid by the CITY associated with the building permit for the Project, such as, but not limited to, plan review costs and the land cash fee to the West Chicago Fire Protection District. The amount of the actual building permit costs waived herein shall be the “Building Permit Waiver Costs.” 4. [INTENTIONALLY LEFT BLANK] 5. ADDITIONAL INCENTIVE CLAWBACK. If either: (a) DEVELOPER ceases operating the Project on the Subject Property, or (b) if the DEVELOPER breaches any of its obligations in this Agreement, then, in either such instance, the CITY shall provide written notice of such cessation or breach to DEVELOPER (a “Default Notice”). If DEVELOPER does not (a) recommence 418801_1 4 ===== PDF PAGE 59 ===== [Extraction: OCR (rendered-page OCR)] operation of the Project within thirty (30) days following DEVELOPER’s receipt of a Default Notice, or (b) cure any such breach of this Agreement within such thirty (30) day period (provided, that if such cure cannot reasonably be performed in thirty (30) days, then, DEVELOPER shall have such additional time as may be reasonably required to effect such cure provided that DEVELOPER commences such cure within such thirty (30) day period and diligently pursues the same to completion), then the CITY may elect, by written notice to DEVELOPER, to terminate this Agreement (hereinafter, a “Termination”), whereupon the DEVELOPER shall reimburse the CITY the Additional Incentive as follows: A. If a Termination occurs within five (5) years from the “Commencement Date,” as defined in the IGA, the DEVELOPER shall pay the CITY Seventy Five Percent (75%) of the Building Permit Waiver Costs realized by DEVELOPER prior to the date on which the Termination occurs, and thereafter the DEVELOPER shall not be entitled to receive any Additional Incentive pursuant to this Agreement; or B. If a Termination occurs after five (5) years from the “Commencement Date,” as defined in the IGA, the DEVELOPER shall pay the CITY Fifty Percent (50%) of the Buildering Permit Waiver Costs, and thereafter the DEVELOPER shall not be entitled to receive any Additional Incentive pursuant to this Agreement. The DEVELOPER’s reimbursement obligations set forth herein shall survive, and be binding upon the DEVELOPER, regardless of the termination or expiration of this Agreement. The DEVELOPER shall reimburse the CITY as provided herein within thirty (30) days of a written demand from the CITY for such reimbursement. 6. INTERVENING ACTIONS. The Parties acknowledge that the Additional Incentive is predicated upon current law in the State of Illinois, as of the Effective Date, allowing the CITY to make the Additional Incentive available 418801_1 5 ===== PDF PAGE 60 ===== [Extraction: OCR (rendered-page OCR)] to the DEVELOPER. Should the Illinois General Assembly, or a court of competent jurisdiction, hereafter eliminate or limit the CITY’s authority to make the Additional Incentive available to the DEVELOPER, or should the CITY’s ability to make any Additional Incentive to DEVELOPER be limited or eliminated in any manner, then, upon the occurrence of any of the foregoing events, (a) the DEVELOPER shall not be entitled to receive the Additional Incentive so limited, and (b) DEVELOPER may, by written notice delivered to the CITY at any time following the occurrence of any of the foregoing events, elect to terminate this Agreement whereupon this Agreement shall be of no further force or effect (including, without limitation, the DEVELOPER’s liability under Section 5 above). 7. GENERAL CONDITIONS/REQUIREMENTS. A. This Agreement is entered into for the benefit of each of the Parties, solely, and not for the benefit of any third party. B. Nothing contained in this Agreement shall constitute a waiver of any privileges, defenses or immunities which the CITY may have under the Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS 10/1-101, et seq., with respect to any claim brought by a third party. C. The obligations of the DEVELOPER shall constitute covenants running with the land of the Subject Property and shall be binding on successors and assigns of the DEVELOPER and shall bind all owners of the Subject Property, including the Project located thereon, or any portion thereof. D. This Agreement shall be recorded on title to the Subject Property at the expense of the DEVELOPER upon taking effect. = Upon a breach of this Agreement the non-breaching Party, by an action or proceeding solely in equity brought in the 18th Judicial Circuit Court, in DuPage County, Illinois, may secure the specific performance of the covenants and agreements herein contained, for failure of performance. F. In the event of a default by any of the Parties, the defaulting Party, as adjudicated by a court of competent jurisdiction, shall pay to the non- 418801_1 6 ===== PDF PAGE 61 ===== [Extraction: OCR (rendered-page OCR)] 418801_1 defaulting Party, upon demand, all of the non-defaulting Party's reasonable costs, charges and expenses, including, but not limited to, the costs of accountants, consultants, attorneys and others retained by the non-defaulting Party for the purpose of enforcing any of the obligations of the defaulting Party under this Agreement. The failure of any Party to insist upon the strict and prompt performance of the terms, covenants, agreements and conditions herein contained, or any of them, by any other Party, shall not constitute or be construed as a waiver or relinquishment of any Party’s right thereafter to enforce any such term, covenant, agreement or condition, but the same shall continue in full force and effect. If the performance by any Party hereunder is delayed as a result of circumstances which are beyond the reasonable control of such Party (which circumstances shall only include acts of God, war, strikes or similar acts of force majeure), the time for such performance shall be extended by the amount of time of such delay. This Agreement shall remain in full force and effect so long as the IGA remains in effect. In the event that the CITY’s authority to carry out its obligation in this Agreement is repealed, become null and void or otherwise become invalid, then the CITY’s obligations hereunder shall cease and no further obligations of any sort shall be required of the CITY. The DEVELOPER shall have no recourse against the CITY in such event. No amendment to, or modification of, this Agreement shall be effective unless and until it is in writing and approved by the authorized representative of the DEVELOPER and by the CITY'S corporate authorities, and executed and delivered by the authorized representatives of each Party. If, during the term of this Agreement, any lawsuits or other proceedings are filed or initiated against any Party before any court, commission, board, bureau, agency, unit of government or sub-unit thereof, arbitrator, or other instrumentality, that may materially affect or inhibit the ability of any Party to perform its obligations under, or otherwise to comply with, this Agreement (‘Litigation’), the Party against which the Litigation is filed or initiated shall promptly deliver a copy of the complaint or charge related thereto to the other Parties and shall thereafter keep the other Parties fully informed concerning all aspects of the Litigation. Each Party shall, to the extent necessary, cooperate with the other Parties in this event. The Parties each agree to use their respective best efforts to defend the validity of this Agreement and all approvals of the Parties related thereto, ===== PDF PAGE 62 ===== [Extraction: OCR (rendered-page OCR)] including every portion thereof and every approval given, and every action taken, pursuant thereto. The DEVELOPER shall and hereby agrees to defend, hold harmless and indemnify the CITY, and its respective elected officials, appointed officials, employees, agents and attorneys (collectively the “CITY Affiliates”) from and against any and all third-party claims, demands, suits, damages, liabilities, losses, expenses, and judgments against any CITY Affiliates resulting from DEVELOPER’s breach of its obligations hereunder. The obligation of the DEVELOPER in this regard shall include, but shall not be limited, to all costs and expenses, including reasonable attorneys' fees, incurred by the CITY Affiliates in responding to, defending against, or settling any such claims, demands, suits, damages, liabilities, losses, expenses or judgments. The DEVELOPER covenants that it will reimburse the CITY Affiliates, or pay over to the CITY Affiliates, all reasonable sums of money the CITY Affiliates pay, or becomes liable to pay, to any such third-party by reason of any of the foregoing; provided, however, that the DEVELOPER’s liability under this Section 8.M. shall be limited to the total amount of the Additional Incentive that the DEVELOPER has received pursuant to this Agreement as of the date of any such claim, demand, suit, damage, liability, loss, expense, or judgment. In any suit or proceeding for which DEVELOPER is required to indemnify and hold any CITY Affiliates harmless hereunder, such CITY Affiliates shall have the right to appoint counsel of their own choosing to represent it, the reasonable costs and expenses of which shall be paid by the DEVELOPER. The DEVELOPER shall maintain the Subject Property, and operate the Project, in compliance with all Federal, State, County, and CITY laws, ordinances, resolutions, rules and regulations. NOTICES. Notice or other writings which any Party is required to, or may wish to, serve upon any other Party in connection with this Agreement shall be in writing and shall be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 418801_1 A. If to the CITY: B. If to the DEVELOPER: City of West Chicago 1031 N Raddant Rd 475 Main Street Batavia, IL 60510 West Chicago, Illinois 60185 Attention: Michael Roach Attention: Mayor ===== PDF PAGE 63 ===== [Extraction: OCR (rendered-page OCR)] 10. 11. With copies to: With a copy to: City of West Chicago Huck Bouma PC 475 Main Street 1755 S. Naperville Road, West Chicago, Illinois 60185 Suite 200 Attn: City Administrator Wheaton, Illinois 60189 Attn: Jonathan J. Fox Bond, Dickson & Associates 400 Knoll Street Wheaton, Illinois 60187 Attn: Patrick Bond or to such other address, or additional individuals/entities, as any Party may from time to time designate in a written notice to the other Parties. Service by personal delivery shall be deemed given when delivery occurs, and service by certified or registered mail shall be deemed given three (3) days after depositing same in the mail. COUNTERPARTS. This Agreement may be executed simultaneously in two (2) counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same Agreement. ENTIRE AGREEMENT. This Agreement contains the entire understanding between the Parties and supersedes any prior understanding or written or oral agreements between them regarding the within subject matter. There are no representations, agreements, arrangements or understandings, oral or written, between and among the Parties hereto relating to the subject matter of this Agreement which are not fully expressed herein. EFFECTIVE DATE. This Agreement shall be deemed dated and become effective on the date the last of the Parties execute this Agreement as set forth below, which date shall be filled in on page 1 hereof. 418801_1 9 ===== PDF PAGE 64 ===== [Extraction: OCR (rendered-page OCR)] IN WITNESS WHEREOF, the CITY, pursuant to authority granted by the adoption of a Motion/Resolution by its City Council, has caused this Agreement to be executed by its Mayor and attested by its Clerk and DEVELOPER, pursuant to proper authority granted in accordance with its organizational documents, has caused this Agreement to be executed by its President and attested by its Secretary. CITY: DEVELOPER: CITY OF WEST CHICAGO By: By: Ruben Pineda, Mayor Printed Name, Title ATTEST: ATTEST: Nancy M. Smith, City Clerk Printed Name, Title Dated: Dated: 418801_1 10