===== PDF PAGE 66 ===== [Extraction: OCR (rendered-page OCR)] CITY OF WEST CHICAGO ~ INFRASTRUCTURE COMMITTEE = ____AGENDA ITEM SUMMARY __ ITEM TITLE: AGENDA ITEM NUMBER: S.. Resolution No. 21-R-0007 - Steve Piper and Sons, Inc. — Contract Award for the 2021 Tree Removal Program COMMITTEE AGENDA DATE: February 4,2021 COUNCIL AGENDA DATE: February 15, 2021 . c STAFF REVIEW: Timothy Wilcox, Assistant Director of Public Works SIGNATURE com Q . Wet APPROVED BY CITY ADMINISTRATOR: Michael L. Guttman SIGNATURE ITEM SUMMARY: On November 16, 2020, City Council voted to reject all bids for the 2021 Forestry Maintenance Program, which contained quantities for both tree trimming and removals. There were only two bids received and both bid amounts far exceeded the budgeted amount for the annual program. As a result, it was acknowledged that Public Works staff will attempt to complete tree trimming operations this winter in-house as time and weather allows, and that staff will separate and rebid the tree removal portion of the program to be completed in 2021. Included in the proposed 2021 Forestry Maintenance Program are numerous dead, diseased, and/or dying trees that City crews cannot remove due to size, proximity to power lines, or other limitations. Staff prepared bid documents for the 2021 Tree Removal Program and advertised in the Daily Herald on December 29, 2020. Bids were opened on January 26, 2021, with only four bids received. Steve Piper & Sons of Naperville, Illinois, submitted the lowest responsible bid of $30,427.39 (see attached bid tab sheet for additional clarification). References from other Illinois municipalities were contacted and all had positive responses for performance and services completed by Steve Piper & Sons, Inc.; all indicated that they would use them again. Steve Piper and Sons, Inc. was the lowest responsible bidder for six of the last seven Forestry Maintenance Programs in West Chicago. City staff was satisfied with all of Steve Piper and Sons past performances. It is staff's recommendation that a contract be awarded to Steve Piper & Sons, Inc. of Naperville, Illinois, for services related to the 2021 Tree Removal Program, for an amount not to exceed $30,427.39. Services related to the above referenced program will be funded from the Capital Projects Fund (08-34-53-4870) in which adequate funds have been budgeted in Fiscal Year 2021. ACTIONS PROPOSED: Approve Resolution No. 21-R-0007 authorizing the Mayor to execute a contract with Steve Piper & Sons, Inc. of Naperville, Illinois, as lowest responsible bidder, to provide services for the 2021 Tree Removal Program, in an amount not to exceed $30,427.39. COMMITTEE RECOMMENDATION: The Infrastructure Committee voted 6-0 for approval. ===== PDF PAGE 67 ===== [Extraction: OCR (rendered-page OCR)] CITY OF WEST CHICAGO ~ INFRASTRUCTURE COMMITTEE ENDA ITEM SUMMAF ITEM TITLE: _ AGENDA ITEM NUMBER: &.4. Resolution No. 21-R-0008 — A Resolution for Maintenance of Streets and Highways by the City of West Chicago Relating to Fiscal Year 2021 MFT Estimate of Maintenance Costs COMMITTEE AGENDA DATE: February 4, 2021 COUNCIL AGENDA DATE: February 15, 2021 F STAFF REVIEW: Robert E. Flatter, P.E., Director of Public Works er APPROVED BY CITY ADMINISTRATOR: Michael L. Guttman SIGNATURE. ITEM SUMMARY: On December 21, 2020, City Council approved Ordinance No, 20-O-0027 adopting the Annual Budget for the Fiscal Year Ending December 31, 2021, which included the proposed expenditure of Motor Fuel Tax (MFT) funds in the amount of $1,128,500.00. MFT funds are budgeted for the purposes of maintaining Streets, Highways, and Rights-of-Way under the applicable provisions of the Illinois Highway Code. Each year, the Illinois Department of Transportation (IDOT) requires the City of West Chicago to submit for IDOT approval a Resolution (using IDOT Form BLR 14220) for Maintenance of Streets and Highways by Municipality Under the Illinois Highway Code, and The Local Public Agency General Maintenance Estimate of Maintenance Costs (BLR 14222). These forms are attached for review and approval. ACTIONS PROPOSED: Approve Resolution No. 21-R-0008 authorizing the City Clerk to execute and submit, to IDOT, the attached IDOT Resolution for Maintenance of Streets and Highways by Municipality Under the Illinois Highway Code form (BLR 14220) and the Mayor to execute and submit, to IDOT, the attached IDOT Local Public Agency General Maintenance Estimate of Maintenance Costs form (BLR 14222), for MFT funding in the amount of $1,128,500.00 for Fiscal Year 2021. COMMITTEE RECOMMENDATION: The Infrastructure Committee voted 6-0 for approval. ===== PDF PAGE 68 ===== [Extraction: OCR (rendered-page OCR)] CITY OF WEST CHICAGO INFRASTRUCTURE COMMITTEE — sy _____AGENDAITEM SUMMARY ITEM TITLE: = AGENDA ITEM NUMBER: 6.9. Resolution No. 21-R-0009 — Contract Award — JACOBS for Professional Services Related to the Rehabilitation of the Secondary Clarifiers at the West Chicago/Winfield Wastewater Authority Regional Wastewater Treatment Plant COMMITTEE AGENDA DATE: February 4, 2021 COUNCIL AGENDA DATE: February 15, 2021 STAFF REVIEW: Robert E. Flatter, P.E., Director of Public Works SIGNATURE APPROVED BY CITY ADMINISTRATOR: Michael L. Guttman SIGNATURE. ITEM SUMMARY: The West Chicago/Winfield Wastewater Authority (WCWWA) Regional Wastewater Treatment Plant (WWTP) receives and processes over five million (5,000,000) gallons of raw sewage daily from the both the City of West Chicago and the Village of Winfield. Under strict Environmental Protection Agency (EPA) guidelines, wastewater that enters the WWTP flows through several treatment (cleaning) processes before being discharged into the West Branch of the DuPage River. One of the final major treatment processes, before chlorination and discharge to the West Branch of the DuPage River, is secondary settlement/clarification. This process involves flowing treated wastewater through four secondary clarifier tanks (i.e., circular concrete basin/tank with mechanical rotating arms) to allow any residual organic waste to slowly settle from the liquid waste stream. The settled waste is recycled (suctioned/pumped) from the bottom of the clarifier back into the treatment process. See attached illustrations for a basic understanding of a typical clarifier’s mechanical components and flow process. The secondary clarifier tanks and internal mechanical components are approximately thirty-five years old and the internal mechanical components have outperformed their useful life (i.e., typically 15-20 years). JACOBS (WCWWA’s contractual plant operator) has been able to maintain clarifier operations, but total failure of operations is inevitable without rehabilitation. Being most familiar with the clarifier operations, components, and construction, City staff approached JACOBS and requested a cost proposal to rehabilitate all four secondary clarifiers. Under the existing management and operations contract between the City and JACOBS, out of scope services can be requested by the City and performed by JACOBS at direct labor and material costs plus a fifteen percent (15%) premium. JACOBS has submitted a not to exceed cost proposal of $1,200,000.00 for Fiscal Year 2021 (see attached). To recondition the secondary clarifiers, JACOBS would utilize its experienced professional staff and its competitive procurement process to guarantee quality performance and materials at the best possible price. Staff working on the Secondary Clarifier Rehabilitation Project will be in addition to the nine FTE positions required to operate the WWTP. Utilizing JACOBS for this project will not only expedite the rehabilitation process by eliminating the time required to seek bid proposals and it will also save the City, at a minimum, $75,000.00 in engineering design, bid, and construction oversight services. ===== PDF PAGE 69 ===== [Extraction: OCR (rendered-page OCR)] CITY OF WEST CHICAGO Staff recommends that City Council waive the competitive bidding process and award a contract to JACOBS to rehabilitate the four secondary clarifiers at the Authority's WWTP for an amount not to exceed $1,200,000.00. This project will be paid for by the WCWWA. ACTIONS PROPOSED: Waive competitive bidding requirements and approve Resolution No. 21-R-0009 authorizing the Mayor to execute a contract with JACOBS, for an amount not to exceed $1,200,000.00, for professional services related to the Secondary Clarifier Rehabilitation Project at the West Chicago/Winfield Wastewater Authority Regional Wastewater Treatment Plant. COMMITTEE RECOMMENDATION: The Infrastructure Committee voted 6-0 for approval. ===== PDF PAGE 70 ===== [Extraction: OCR (rendered-page OCR)] CITY OF WEST CHICAGO __AGENDAITEMSUMMARY ITEM TITLE: AGENDA ITEMNUMBER: __6- K+. OSI Industries LLC FILE NUMBER: Resolution No. 21-R-0004 — Partial Property Tax COMMITTEE AGENDA DATE: N/A Abatement COUNCIL AGENDA DATE: 2/15/2021 Resolution No. 21-R-0005 — Economic Incentive Agreement 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. This project will initially be dedicated to processing dried salamis & pepperonis and sauces (60%), with the remaining space to be occupied by future line expansions. The new building will be approximately 186,000 square feet, which is estimated to have shell building improvements complete in June 2021. The investment in this location will be substantial: $18M+ in real property purchase; $36M+ real property improvements; and $30M+ furniture, fixtures, & equipment. This will result in 200 full-time job (growing to 400 when fully occupied) paying more than an average of $32,000. 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; (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); and (3) a rebate of 25% of the water/sewer charges annually. This facility will by far be the City’s largest consumer of water, and after full buildout, the City would expect to receive approximately $600,000 annually (of which $150,000 would be rebated). This incentive was key to OSI Industries choosing West Chicago for this project. In return for these incentives, the building would need to remain operational set periods of time, 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. The lawyers from all parties are still sorting through the documents, but all parties have agreed upon the material terms. The goal would be to have all approvals done by the end of April. ===== PDF PAGE 71 ===== [Extraction: OCR (rendered-page OCR)] CITY OF WEST CHICAGO ACTIONS PROPOSED: Staff recommends approval of Resolutions Nos. 21-R-0004 and 21-R-0005. COMMITTEE RECOMMENDATION: After talking with the Chair of the Finance Committee, it was decided that these Agreements are substantially similar to the others already approved by the City Council, so it did not go to Committee. ===== PDF PAGE 72 ===== [Extraction: OCR (rendered-page OCR)] January 15, 2021 Mr. Michael Guttman City Administrator City of West Chicago 465 Main Street West Chicago, IL 60185 Dear Mr. Guttman, OSI Industries, LLC (“OSI”) is in the process of searching for a site to expand its global food network. OSI Overview OSI is a premier global food provider that partners with the world's leading foodservice and retail food brands to provide concept-to-table solutions that delight consumers around the globe. With the infrastructure and financial resources of one of the largest privately held food providers, we offer extensive capabilities to source, develop, produce, and distribute custom food solutions anywhere in the world. Our global food network of more than 65 facilities and in excess of 20,000 employees in 18 countries and regions (Australia, Austria, Brazil, Canada, China, Germany, Hungary, India, Japan, Netherlands, Philippines, Poland, Spain, Thailand, Ukraine, United Kingdom, and United States) means we can offer customers a world of food solutions. We drive operational excellence throughout our network by operating Global Councils to communicate ideas, share best practices, and deliver best-in-class solutions to our customers worldwide. Community Involvement In lilinois, we have a strong presence in Aurora, Barrington, Chicago, Geneva, and West Chicago (711 Industrial Drive). As food providers, we appreciate the power of eating together and celebrate the connections that can be made over food. We also recognize that there are critical needs in our community, and we are well-placed to help meet those needs as part of our corporate responsibility. Our owners have long been philanthropic supporters, supporting causes such as agricultural development in East Africa, agricultural education, and children’s & families’ charities. In 2011, the OSI Group Foundation was established to support the charitable activities of our key stakeholders. Since its establishment, this foundation has supported a variety of organizations targeting areas relating to food research-focused education, food related health, children’s charities, and other charitable causes. Over the years, OSI has partnered with area food banks and hunger relief programs to give back to the community and reduce food insecurity. Our employees have been instrumental in identifying opportunities and leading the way in community engagement. We recognize the importance of their personal commitment and position as ambassadors within our community and pledge to continue supporting a culture of volunteerism and community outreach throughout all our operations. OSI has been a long supporter of Ronald McDonald House Charities (RMHC) and its mission of providing housing to families of seriously ill children for them to be close at hand during long ===== PDF PAGE 73 ===== [Extraction: OCR (rendered-page OCR)] hospital stays. We are proud to have supported this charity for much of our long history, with our Chairman and CEO, Sheldon Lavin, also serving as a member of the RMHC Board of Trustees. The Project OSI currently has approximately 2,125 employees in the State of Illinois and 175 in West Chicago. The West Chicago location is primarily dedicated to supplying fresh burgers to McDonald’s We are evaluating locations to support our growing business. This project will initially be dedicated to processing dried salamis and pepperonis, as well as sauces (60%), with the remaining space to be occupied by future line expansions (NAICS code 311612, meat processed from carcasses). The new building will be approximately 186,000 square-feet, which is estimated to have shell building improvements complete in June 2021. Our investment in this location will be substantial: $18M+ in real property purchase; $36M+ real property improvements; and $30M+ for furniture, fixtures, & equipment. This will result in 200 full-time jobs (growing to 400 when fully occupied) paying an average of $32,000 per year. Locations under consideration include those in Fort Atkinson, WI; Evansville, IN; Independence, KY; and West Chicago, IL. The proposed DuPage Business Park location is 11.06 acres and includes parcel 04-18-100-017 (2555 Enterprise, West Chicago, IL; Lot 16 in DuPage Business Center — South Assessment Plat Lots 15 and 16, according to the plat thereof recorded November 1, 2019 as document number R2019-100888 in the DuPage County Recorder’s Office, in DuPage County, Illinois). CUR ae This is a competitive project; OSI has modeled the net operating cost at each potential location. The alternative properties in Fort Atkinson, Evansville, and Independence represent lower costs than the ===== PDF PAGE 74 ===== [Extraction: OCR (rendered-page OCR)] West Chicago site without the requested property tax abatement. In order to bring this project to fruition in West Chicago, we respectfully request a property tax abatement of 40% for a ten-year term. The value of the abatement is estimated to be $1,139,761 over a ten-year period. West Chicago’s partnership with the tax abatement would help OSI approve and move forward with the project. Thank you for your continued partnership with our business and considering our request. We hope that West Chicago and the various taxing districts’ support will facilitate our further investment in this community. Sincerely, A —— , Mark Richardson, SVP Global Supply Chain OSI Industries, LLC Email: mrichardson@osigroup.com ===== PDF PAGE 75 ===== [Extraction: OCR (rendered-page OCR)] OSI Group, LLC Tax Estimates 3 a 2025 2026 2027 2028 2030 2031 Total Land Value Tax Rate 9.875% Land EAV 4550 Land Tax 449 9.875% 9.875% 9.875% 9.875% 9.875% 9.875% 9.875% 9.875% 9.875% 9.875% 4,734 4,828 4,925 5,024 $,124 5,227 5,331 5,438 5,546 50,818 467 477 486 496 506 516 526 537 548 5,018 Incremental Value Est. FMV 9,000,000 9,180,000 9,363,600 9,550,872 9,741,889 9,936,727 10,135,462 10,338,171 10,544,934 10,755,833 98,547,489 Assessment Ratio 0.333333 0.333333 0.333333 0.333333 0.333333 0.333333 0.333333 0.333333 0.333333 0.333333 0.333333 Equalization Factor 1 1 1 14 aE 1 1 1 1 1 1 EAV 3,000,000 3,060,000 3,121,200 3,183,624 3,247,296 3,312,242 3,378,487 3,446,057 3,514,978 3,585,278 32,849,163 Taxes w/o Abatement 296,250 302,175 308,219 314,383 320,671 327,084 333,626 340,298 347,104 354,046 3,243,855 Tax PSF 1.59 1.62 1.66 1.69 1.72 1.76 1,79 1.83 1.86 1.90 17.43 Abated Taxes Grade Sch. Dist. 33 4.6806% $6,167 57,291 58,436 59,605 60,797 62,013 63,253 64,518 65,809 67,125 615,015 High School Dist. 94 2.2573% 27,088 27,629 28,182 28,746 29,320 29,907 30,S0S 31,115 31,737 32,372 296,602 West Chgo. First Dist. 0.9295% 11,154 11,377 11,605 11,837 12,073 12,315 12,561 12,812 13,069 13,330 122,133 City of West Chicago 0.5034% 6,041 6,162 6,285 6,411 6,539 6,670 6,803 6,939 7,078 7,219 66,145 West Chgo. Libr. Dist. 0.2893% 3,472 3,541 3,612 3,684 3,758 3,833 3,910 3,988 4,068 4,149 38,013 Du Page Airport Auth. 0.0141% 169 173 176 180 183 187 191 194 198 202 1,853 Total 104,090 106,172 108,296 110,462 112,671 114,924 117,223 119,567 121,958 124,398 1,139,761 Proposed Abatement 40% 40% 40% 40% 40% 40% 40% 40% 40% 40% Total Tax Collected (Land + Bldg.) 192,160 196,003 199,923 203,921 208,000 212,160 216,403 220,731 225,146 229,649 2,104,094 Total Incremental Tax Collected, Net of Abatement (Building) Grade Sch. Dist. 33 4,.6806% 84,251 85,936 87,655 89,408 $1,196 93,020 94,880 96,778 98,713 100,688 922,523 High School Dist. 94 2.2573% 40,631 41,444 42,273 43,118 43,981 44,860 45,758 46,673 47,606 48,558 444,902 West Chgo. First Dist. 0.9295% 16,731 17,066 17,407 17,755 18,110 18,472 18,842 19,219 19,603 19,995 183,200 City of West Chicago 0.5034% 9,061 9,242 9,427 9,616 9,808 10,004 10,204 10,408 10,617 10,829 99,218 West Chgo. Libr. Dist. 0.2893% $,207 5,312 5,418 5,526 5,637 5,749 5,864 5,982 6,101 6,223 57,020 Du Page Airport Auth. 0.0141% 254 259 264 269 275 280 286 292 297 303 2,779 Total 156,136 159,258 162,443 165,692 169,006 172,386 175,834 179,351 182,938 186,596 1,709,641 Proposed Collected 60% 60% 60% 60% 60% 60% 60% 60% 60% 60% a ===== PDF PAGE 76 ===== [Extraction: OCR (rendered-page OCR)] OS! Group, LLC Tax Overview Annual Anticipated Post-Abate! Pre-Abatement Value of Abatement Net of Abatement ral Simmary 2: 2 7 2 2029 2031 Anticipated Taxes Pre-Abatement 296,250 308,219 314,383 320,671 327,084 333,626 340,298 347,104 354,046 3,243,855 Less: Abatement (104,090) __ (106,172) __(108,296)_(110,462)__(112,671) (114,924) (117,223) (119,567) (121,958) _(124,398)__(1.139.761) Taxes Post-Abatement 192,160 196,003 199,923 203,921 208,000 ___212,160__216,403_-220,731_—«225,146 __—-229,649 2,104,094 Tax Assumptions Assessment Ratio 33.3333% Annual Increase 2% Proposed Site Acres 11.06) Est. Land EAV 4,550 Bldg. SF 186146 Total Tax PSF 159 Tax 296,250.00 Est. FMV ===== PDF PAGE 77 ===== [Extraction: OCR (rendered-page OCR)] MAKE CHECK PAYABLE TO: DU PAGE COUNTY COLLECTOR -.SEWD THIS COUPON WITH YOUR 1°" INSTALLMENT PAYMENT OF 20419 TAX MAIL PAYMENT TO: P.O. BOX 4203, CAROL STREAM, IL 60197-4203 PAY ON-LINE AT; treasurer.dupageco.org SEE REVERSE SIDE FOR ADDITIONAL INFORMATION *** DUPLICATE BILL *** 04-18-100-017 MIF 2555 ENTERPRISE LLC 1211 W 22ND ST UNIT 410 OAK BROOK IL 60523 $224.66 PAID JUNE 01, 2020 U.S. POSTMARK IS USED TO PAY: DETERMINE LATE PENALTY, ON OR BEFORE: JUNE 1, 2020 .00 PAYMENT OF THIS 2019 TAX BILL AFTER OCTOBER 30, 2020, REQUIRES A CASHIER'S CHECK, CASH OR MONEY ORDER. CHECK BOX AND COMPLETE CHANGE OF ADDRESS ON BACK. NO PAYMENT WILL BE ACCEPTED AFTER NOV. 18, 2020 PAY THIS AMOUNT: PAYING LATE? MAKE CHECK PAYABLE T0: DU PAGE COUNTY COLLECTOR -.SEWD THIS COUPON WITH YOUR 2° INSTALLMENT PAYMENT OF 2019 TAX MAIL PAYMENT TO: P.O. BOX 4203, CAROL STREAM, IL 60197-4203 PAY ON-LINE AT: treasurer.dupageco.org SEE REVERSE SIDE FOR ADDITIONAL INFORMATION ** DUPLICATE BILL *** 04-18-100-017 MIF 2555 ENTERPRISE LLC 1211 W 22ND ST UNIT 410 OAK BROOK IL 60523 $224.66 PAID AUG 31, 2020 Rate 2018 Tax 2018 Taxing District Rate 2019 ** COUNTY ** NEW COUNTY OF DU PAGE 1002 NEW PENSION FUND 0209 NEW COUNTY HEALTH DEPT 0331 NEW PENSION FUND On NEW FOREST PRESERVE DIST 14d NEW PENSION FUND .0101 NEW DU PAGE AIRPORT AUTH 0141 Sh tock 3h DU PAGE WATER COMM NO LEVY NEW WINFIELD TOWNSHIP .0939 NEW WINFIELD TWP ROAD 1425 NEW PENSION FUND 0058 NEW CITY OF WEST CHICAGO , 5034 NEW WARRENVILLE PARK AST7 NEW WEST CHGO FIRE DIST 8135 NEW PENSION FUND . 1160 NEW WEST CHCO LIBR DIST .2728 NEW PENSION FUND 0165 ** EDUCATION ** NEW GRADE SCHOOL DIST 33 4.4304 NEW PENSION FUND . 2502 NEW HIGH SCHOOL DIST 94 2, 1888 NEW PENSION FUND 0685 NEW COLLEGE DU PAGE 502 2112 -0000 00 TOTAL 9.8750 2018 $0 Assessed Value 2019 $4,550 Tax 2019 [failed to: [TF FrozenVaue | =i on MIF 2565 ENTERPRISE LLC Fair Cash Value 95 4211 W 22ND ST Land Value 4,550 1 ae UNIT 410 + Building Value 0 5.19 OAK BROOK IL 60523 sm sgeneed \ A109 4,550* 45 x State Multiplier 1.0000 -64 = Equalized Value 4,550 Property Location: ~ Residential Exemption ‘ pis — Senior Exemption 26 ENTERPRISE CIR — Senior Freeze 36 ae WEST CHICAGO, 60185 ~ Disabled Veteran 37.01 Township Assessor: ~ Disability Exemption | eal WINFIELD | Penk 175 630-231-3573 — Home Improvement 201.58 Tax Code: Exemption a : - 4060 ~— Housing Abatement 3.11 Property Index Number: = Net Taxable Value 4,550 ee 04-18-100-017 x Tax Rate 9.8750 449.32 = Total Tax Due 449,32 —Less Advance Payment] CHANGE OF NAME/ADDRESS: |=Nét Tax Due :00_| CALL: 630-407-5900 + PACE Reimbursement * S OF A FACTOR 1.0000 =Net Due | U.S. POSTMARK IS USED TO PAY: DETERMINE LATE PENALTY, ON OR BEFORE: SEP 1, 2020 00 PAYMENT OF THIS 2019 TAX BILL AFTER OCTOBER 30, 2020, REQUIRES A CASHIER'S CHECK, CASH OR MONEY ORDER. CHECK BOX AND COMPLETE CHANGE OF ADDRESS ON BACK. NO PAYMENT WILL BE ACCEPTED AFTER NOV. 18, 2020 PAYING LATE? PAY THIS AMOUNT: "INCLUDES $10 COST: SEE BACK OF BILL FOR EXPLANATION AstINST PAID JUNE 01, 2020 2ndINST PAID Al 2019 DuPage County Real Estate Tax Bill Gwen Henry, CPA, County Collector 421 N. County Farm Road Wheaton, IL 60187 Office Hours — 8:00 am—4:30 pm, Mon-Fri Telephone — (630) 407-5900 ===== PDF PAGE 78 ===== [Extraction: OCR (rendered-page OCR)] A World of Food Solutions ISO ===== PDF PAGE 79 ===== [Extraction: OCR (rendered-page OCR)] About OSI OSI is a premier global supplier of custom value-added food products to the world’s leading foodservice and retail food brands. OSI group partners with these brands to provide concept-to-table solutions that delight customers around the globe. OSI has the infrastructure and financial resources of one of the largest privately held food providers. The company leverages extensive capabilities to source, develop, produce, and distribute custom food solutions anywhere in the world. OSI has more than 65 facilities and 20,000 employees in 18 countries and regions focused on making high-quality custom food products. OSI has the capability to support customer operation’s global presence or future growth with responsiveness and consistency. It can help ensure customers have a quality experience nearly anywhere in the world. OSI was the first beef supplier to McDonald’s in 1955 and remains one of its key suppliers. In 2019, OSI signed a partnership with Impossible Foods to make plant-based protein. Employees 20,000+ (2,125 in IL) Osxk Headquarters: Aurora, IL ===== PDF PAGE 80 ===== [Extraction: OCR (rendered-page OCR)] More About OSI What OSI Can Offer You: OSI Serves Its Customers By Following o Custom food solutions made to your These Core Values: precise specifications o Seek partnering relationships o Efficient and trustworthy supply chain expertise o Strive to continuously improve Exceptional culinary skill and global flavor knowledge o Explore innovative solutions Innovative research and design facilities that help bring your menu and meal ideas o Work together as a team to life Unsurpassed food safety and quality o Do what is best for the group assurance practices Acommitment to sustainability o Act with integrity throughout our extensive network ===== PDF PAGE 81 ===== [Extraction: OCR (rendered-page OCR)] OSI’s Products & Capabilities Pr (e) Oo00 0 oO oducts: Beef Processing Pork Processing Poultry Processing Bacon Processing Hot Dog and Specialty Sausage Processing Other Products including Tofu and Plant- based Proteins Sous Vide Processing and Kettle Products Sandwich And Entrée Assembly Pizza and Baked Snack Processing Product Processing Capabilities: Food Product Capabilities Global Food Supply Food Processing Food R&D Food Process Engineering Food Safety & QA OoO0000 0 ===== PDF PAGE 82 ===== [Extraction: OCR (rendered-page OCR)] OSI and Sustainability Sl is very concerned with the impact of its business activity on the world. It strives to maintain a positive and sustainable relationship with the people, the communities, and the environments it interacts with. OSI works to responsibly manage its business within the social, economic, and environmental frameworks in which it operates while continually exploring ways to improve its sustainability impact. Sustainability is a top priority of OSI’s business model. Sustainable Supply OSI is committed to leading best practices in our industry. including the respectful managem animals and responsible use of animal med ensure the health and welfare of livestock in our supply chain. Tides ANIMAL WELFARE ANTIBIOTIC STEWARDSHIP Animals respectfully Antibiotic effectiveness managed to ensure health preserved for human and and welfare animal health Reduced environmental —_ Risk to changing climates impact through addressed by mitigating | responsible stewardship greenhouse gas emissions | of natural resources Social Responsibility OSI is committed to maintair enriching communities that are | successful delivery of safe. quality food te customers @) / COMMUNITIES WORKPLACE Safe workplaces where Shared value for company everyone's rights are and community created protected and skills are enhanced safe workplaces and ===== PDF PAGE 83 ===== [Extraction: OCR (rendered-page OCR)] OSI’s Community Involvement CC ee Oo In Illinois, OSI has a strong presence in Aurora, Barrington, Chicago, Geneva, and West Chicago. As a major food provider, OSI appreciates the power of eating together and celebrating the connections that can be made over food. With this comes a great recognition to support the needs of the community through OSl’s strong corporate responsibility. Its owners have been long philanthropic supporters, supporting causes such as agricultural development in East Africa, agricultural education, and children’s and family’s charities. In 2011 the OSI Group Foundation was established to support the charitable activities of its key stakeholders. This foundation has supported a variety of organizations targeting areas relating to food research focused education, food related health, children’s charities, and other charitable causes. OSI has also been a long supporter of Ronald McDonald House Charities (RMHC) and its mission of providing housing to families of seriously ill children in order to be close at hand during long hospital stays. OSI is very proud of supporting this charity throughout most of the company’s long history, as Chairman and CEO Sheldon Lavin serves as a member of the RMHC Board of Trustees. 7 Osx A Word af Food Solution: RONALD MCDONALD HOUSE CHARITIES Centar TEXAS ===== PDF PAGE 84 ===== [Extraction: OCR (rendered-page OCR)] Project Skokie Current West Chicago Facility * 711 Industrial Drive, West Chicago, IL * 65,360 SF (dedicated to fresh burgers for McDonald’s MW) * Current Employment: 178 Project Skokie Profile OSI is evaluating new construction (186,000 SF) in West Chicago (2555 Enterprise Circle; DuPage Business Park). Facility will initially be dedicated to processing dried salamis & pepperonis and sauces (60%), with remaining space to be occupied by future line expansions (total employment of up to 400 positions). The facility will process approximately 60-70 million pounds of product. Recent projects in the area have been granted 10-yr., 40 - 50% local tax abatements. We are looking to pursue a local abatement, EDGE, utility tax rebate, water usage discount and ETIP. JLL’s goal is to work with OSI management to ensure job creation continues in the State of Illinois. EDGE would solidify our partnership with the State. OS/willbe creating a minimum of 200 new jobs and more than $80 million capital investment in West Chicago. OS| is also considering a plant expansion in Fort Atkinson, WI and existing multi- temperature buildings in Evansville, IN; Florence, KY; and Fort Atkinson, WI. Preference: Keep Jobs in Illinois ===== PDF PAGE 85 ===== [Extraction: OCR (rendered-page OCR)] Project Skokie Market Comparison Assumptions * Minimum of 200 Net New Jobs * >$32,000 Average Wage * $18 M+ Real Property Purchase * $36 M+ Real Property Improvements * $30 M+ Personal Property Investment * Anticipated new property taxes (pre-abatement, based on $9M FMV, over 10 yrs.): $3.2M West Chicago, IL 10-Yr. Labor Cost (at-risk: 200 jobs) 10-Yr. Real Estate 10-Yr. Est. Outbound Transp. Cost 10-Yr. Est. Operating Exp. 10-Yr. Est Incentives Net 10-year cost, less incentives Corp. Income Tax Rate 9.50% Incentives utility disc, ETIP 0.4% (after mfg. credit) Bus. Dev. TC, EZ TC, Training Grant, RP EDGE, RP abatement, NAICS Code: 311991 (perishable prepared food manufacturing) Fort Atkinson, WI Evansville, IN 5.75% EDGE, HBI, RP abatement, Skills Enhancement Fund abatement ===== PDF PAGE 86 ===== [Extraction: OCR (rendered-page OCR)] ComEd Economic Development Department Project West Chicago Example Sample Monthly Bill for Discussion Purposes Only. Actual Billing Will Vary. January 2020 Rates All load is assumed to be served by ComEd transformers at 480V Electricity Supply Services Electricity Supply Charge (5 Year Avg. Price) 1,000,100 Capacity Charge 2,500 Transmission Services Charge 1,000,100 Miscellaneous Procurement Charge 1,000,100 Purchased Electricity Adjustment 1,000,100 Delivery Services - ComEd kWh X kwXx kWh X kWh X kWh X 0.02861 5.90209 0.00786 0.00091 anne Customer Charge Standard Metering Charge Distribution Facilities Charge 2,500 Primary Voltage Transformer Charge 2,500 IL Electricity Distribution Charge 1,000,100 Taxes and Other kw X kW X kWh X “an 7.37 0.28 0.00119 YAAA A Environmental Cost Recovery Adj 1,000,100 Energy Efficiency Programs 1,000,100 Renewable Portfolio Standard 1,000,100 Zero Emission Standard 1,000,100 Franchise Cost (WEST CHICAGO) 20,932 Municipal Tax (WEST CHICAGO) State Tax Total Estimated Monthly Charge kWh X kWh X kWh X kWh X Total Annual Cost $ raaen 0.00039 0.00175 0.00189 0.00190 1.087% AANMARAYA $ Approximate ¢/kWh Historic Rate BESH Hourly Electricity Supply Charge Ave' 5 Year Average 2019 2018 2017 2016 2015 e for All Hours 2.861 2.510 3.070 2.857 2.790 3.080 52,143 28,617 14,755.23 7,860.79 910.09 20,932 601.45 15.01 18,425.00 700.00 1,190.12 12,043 390.04 1,750.18 1,890.19 1,900.19 227.53 2,955.77 2,929.49 85,117.94 1,021,415.28 8.51 ComEd Customers are able to select any electrcitiy supplier of their cr more information, visit: Com Ed.com/ Rates. 1/5/2021 Page 1ofS Supply Only Transmission/PJM ComEd Distribution State and Local Tax Annual Cost % of Total 343,402 282,313 276,862 221,100 73,353 34% 28% 27% 7% ComEd. An Exelon Company ===== PDF PAGE 87 ===== [Extraction: OCR (rendered-page OCR)] ComEd Economic Development Department Project West Chicago Example - Phase 2 Sample Monthly Bill for Discussion Purposes Only. Actual Billing Will Vary. January 2020 Rates All load is assumed to be served by ComEd transformers at 480V Electricity Supply Services 104,286 Annual Cost % of Total Electricity Supply Charge (5 Year Avg. Price) 2,000,200. kWhX 0.02861 57,234 Supply Only 686,805 34% $ Capacity Charge 5,000 kwXx $ 5.90209 29,510.45 Transmission/PJM 564,626 28% Miscellaneous Procurement Charge 2,000,200 kWh X 0.00091 1,820.18 Purchased Electricity Adjustment 2,000,200 kWh X - - AOA Delivery Services - ComEd 41,247 Customer Charge 60145 ComEd Distribution 546,326 27% Standard Metering Charge 15.01 Distribution Facilities Charge 5,000 kw X 36,850.00 - 442,200 Primary Voltage Transformer Charge 5,000 kw X 1,400.00 IL Electricity Distribution Charge 2,000,200 kWh X 2,380.24 737 0.28 0.00119 “aAann ow ” Taxes and Other 23,335 Environmental Cost Recovery Adj 2,000,200 kWh X 0.00039 780.08 Energy Efficiency Programs 2,000,200 kWh X 0.00175 3,500.35 Renewable Portfolio Standard 2,000,200 kWh X 0.00189 3,780.38 Zero Emission Standard 2,000,200 kWh X 0.00190 3,800.38 Franchise Cost (WEST CHICAGO) 41,247 x 1.087% 448.35 State and Local Tax 137,689 7™% Municipal Tax (WEST CHICAGO) 5,396.00 State Tax 5,629.76 AAAMARAMHA Yuna Total Estimated Monthly Charge $ 168,867.92 Total Annual Cost $ 2,026,415.04 Approximate ¢/kWh 8.44 Historic Rate BESH Hourly Electricity Supply Charge Average for All Hours 5 Year Average 2.861 2019 2.510 2018 3.070 2016 2.790 ® 2015 3.080 An Exelon Company ComEd Customers are able to select any electrcitiy supplier of their cr more information, visit: ComEd.com/Rates. 4/5/2021 Page 1 of S ===== PDF PAGE 88 ===== [Extraction: OCR (rendered-page OCR)] RESOLUTION NO. 21-R-0004 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, AND CREST HILL INVESTMENT LLC IN REGARD TO A PROPERTY TAX ABATEMENT RELATIVE TO THE DEVELOPMENT OF THE OSI INDUSTRIES 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, and Crest Hill Investment LLC in regard to a Property Tax Abatement Relative to the Development of the Greco/DeRosa Property, a copy of which, in substantially the same form, is attached hereto and incorporated herein as Exhibit “A”. APPROVED this 15" day of February, 2021. AYES: NAYES: ABSTAIN: ABSENT: Mayor Ruben Pineda ATTEST: City Clerk Nancy M. Smith ===== PDF PAGE 89 ===== [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 AND OSI INDUSTRIES, LLC INREGARD TO A PROPERTY TAX ABATEMENT RELATIVE TO THE DEVELOPMENT OF THE OS! INDUSTRIES PROPERTY This INTERGOVERNMENTAL AGREEMENT (“Agreement”) is entered into this day of , 2021 (“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 OSI INDUSTRIES, LLC, a Delaware limited liability company authorized to conduct business in the State of Illinois (‘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 desires to acquire approximately eleven (11) acres of land in the DuPage Business Park commonly known as 2555 Enterprise Drive, West Chicago, Illinois 60185, with said property being legally described on EXHIBIT A-1 attached hereto and made part hereof, and depicted on EXHIBIT A-2 attached hereto 460350_1 1 ===== PDF PAGE 90 ===== [Extraction: OCR (rendered-page OCR)] and made part hereof (“Subject Property”); and WHEREAS, the DEVELOPER desires to develop the Subject Property into an industrial manufacturing food processing operation consisting of a building of approximately one hundred eighty-six thousand (186,000) square feet, as depicted on and further described in EXHIBIT B-1 and EXHIBIT B-2, respectively, attached hereto and made a part hereof (“Project”); and WHEREAS, it is anticipated DEVELOPER will employ no less than two hundred (200) full-time employees at the building developed as part of the Project initially, and no less than four hundred (400) full-time employees when the building developed as part of the Project is fully occupied; and WHEREAS, the DEVELOPER desires to acquire the Subject Property and develop and operate the Project thereon; 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 460350_1 2 ===== PDF PAGE 91 ===== [Extraction: OCR (rendered-page OCR)] 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 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 Vil, 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: 1. INCORPORATION OF PREAMBLES. The preambles hereto, as set forth above, are incorporated herein by reference and are made part hereof. 460350_1 3 ===== PDF PAGE 92 ===== [Extraction: OCR (rendered-page OCR)] DEVELOPER CONDITIONS. The DEVELOPER’s right to receive the Tax Abatement under this Agreement is expressly conditioned upon the satisfaction of the following conditions. The DEVELOPER shall: Construct and operate the Project on the Subject Property substantially in accordance with EXHIBITS B-1 and B-2; 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 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 in writing within fourteen (14) days after the Commencement Date has occurred; and Comply with the real estate tax obligations set forth in Section 4. below. Notwithstanding any provision in this Agreement to the contrary, if the obligations in Section 2. of this Agreement are not met, the Agreement shall be terminated and be null and void. 2. A. B. C. 3. REAL ESTATE TAX ABATEMENT. A. 460350_1 Subject to 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: 1. 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 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 Forty Percent (40%) 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 ===== PDF PAGE 93 ===== [Extraction: OCR (rendered-page OCR)] 460350_1 applicability to all property within any one (1) 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 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 Project ceases operating 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 (a “Termination”), whereupon the DEVELOPER shall reimburse the UNITS OF GOVERNMENT the Tax Abatement as follows: ===== PDF PAGE 94 ===== [Extraction: OCR (rendered-page OCR)] 4, 460350_1 1. 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. REAL ESTATE TAX OBLIGATIONS OF THE DEVELOPER. A. 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 shall 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 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 ===== PDF PAGE 95 ===== [Extraction: OCR (rendered-page OCR)] 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. 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 (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. A. 460350_1 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 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 rights and obligations of the DEVELOPER shall constitute covenants ===== PDF PAGE 96 ===== [Extraction: OCR (rendered-page OCR)] 460350_1 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, 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, pandemic 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 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 ===== PDF PAGE 97 ===== [Extraction: OCR (rendered-page OCR)] 460350_1 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 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 ===== PDF PAGE 98 ===== [Extraction: OCR (rendered-page OCR)] 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. N. 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. 6. 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: A. If to the CITY: B. If to the LIBRARY: 460350_1 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 10 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 Attn: Mark Ritzman ===== PDF PAGE 99 ===== [Extraction: OCR (rendered-page OCR)] C. If tothe ELEMENTARY SCHOOL iO. If to the HIGH SCHOOL DISTRICT: DISTRICT: West Chicago Elementary Community High School School District 33 District 94 312 East Forest Avenue 157 West Washington Street West Chicago, Illinois 60185 West Chicago, Illinois 60185 Attn: President Attn: President With copies to: With copies to: West Chicago Elementary Community High School School District 33 District 94 312 East Forest Avenue 157 West Washington Street West Chicago, Illinois 60185 West Chicago, Illinois 60185 Attn: Superintendent Attn: Superintendent Robbins Schwartz Hauser, Izzo, Petrarca, Gleason 55 W. Monroe Street, Suite 800 & Stillman, LLC Chicago, Illinois 60603 19730 Governors Hwy, Suite 10 Attn: Kenneth M. Florey Flossmor, Illinois 60422 Attn: John [zzo E. If to the DUPAGE AIRPORT F. If to the DEVELOPER: AUTHORITY: DuPage Airport Authority OSI Industries, LLC 2700 International Drive, Suite 200 1225 Corporate Boulevard West Chicago, Illinois 60185 Aurora, Illinois 60505 Attn: Chairman Attn: With copies to With a copy to: DuPage Airport Authority 2700 International Drive, Suite 200 West Chicago, Illinois 60185 Attn: Executive Director Attn: Schirott, Luetkehans & Garner, LLC 105 E. Irving Park Rd. Itasca, Illinois 60143 Attn: Phillip A. Luetkehans 460350_1 11 ===== PDF PAGE 100 ===== [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 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 460350_1 12 ===== PDF PAGE 101 ===== [Extraction: OCR (rendered-page OCR)] 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; 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. [THIS SPACE INTENTIONALLY LEFT BLANK] 460350_1 13 ===== PDF PAGE 102 ===== [Extraction: OCR (rendered-page OCR)] CITY OF WEST CHICAGO WEST CHICAGO PUBLIC LIBRARY DISTRICT By: By: Ruben Pineda, Mayor , President ATTEST: ATTEST: Nancy M. Smith, 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 OSI INDUSTRIES, LLC By: By: , Chairman ; ATTEST: ATTEST: , Secretary , Dated: Dated: 460350_1 14 ===== PDF PAGE 103 ===== [Extraction: OCR (rendered-page OCR)] WEST CHICAGO FIRE PROTECTION DISTRICT By: , President ATTEST: , Secretary Dated: 460350_1 15 ===== PDF PAGE 104 ===== [Extraction: OCR (rendered-page OCR)] STATE OF ILLINOIS ) ) $s 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 , 2021. Notary Public My Commission Expires: 460350_1 16 ===== PDF PAGE 105 ===== [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 ; 2021. Notary Public My Commission Expires: 460350_1 17 ===== PDF PAGE 106 ===== [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 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 ; 2021. Notary Public My Commission Expires: 460350_1 18 ===== PDF PAGE 107 ===== [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 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 ' 2021. Notary Public My Commission Expires: 460350_1 19 ===== PDF PAGE 108 ===== [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 ' 2021. Notary Public My Commission Expires: 460350_1 20 ===== PDF PAGE 109 ===== [Extraction: OCR (rendered-page OCR)] STATE OF ILLINOIS ) ) Ss COUNTY OF DUPAGE) 1, 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 2021. Notary Public My Commission Expires: 460350_1 21 ===== PDF PAGE 110 ===== [Extraction: OCR (rendered-page OCR)] STATE OF ) ) SS COUNTY OF ) 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 Manager and of OSI Industries, LLC, and also known to me to be the same persons whose names are subscribed to the foregoing instrument as such Manager and , fespectively, appeared before me this day in person and severally acknowledged that, as such Manager and they signed and delivered the signed instrument, pursuant to authority given by said limited liability company, as their free and voluntary act, and as the free and voluntary act and deed of said limited liability company, for the uses and purposes therein set forth. GIVEN under my hand and Notary Seal, this day of , 2021. Notary Public My Commission Expires: 460350_1 22 ===== PDF PAGE 111 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT A-1 Legal Description of Subject Property (attached) 460350_1 23 ===== PDF PAGE 112 ===== [Extraction: OCR (rendered-page OCR)] LOT 16 IN DUPAGE BUSINESS CENTER — SOUTH ASSESSMENT PLAT LOTS 15 AND 16, ACCORDING TO THE PLAT THEREOF RECORDED NOVEMBER 1, 2019 AS DOCUMENT NUMBER R2019-100888 IN THE DUPAGE COUNTY RECORDER’S OFFICE, IN DUPAGE COUNTY, ILLINOIS. P.I.N.: 04-18-100-017 Common address: 2555 Enterprise Drive, West Chicago, Illinois 60185 460350_1 24 ===== PDF PAGE 113 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT A-2 Depiction of Subject Property (attached) 460350_1 25 ===== PDF PAGE 114 ===== [Extraction: OCR (rendered-page OCR)] ENTERPRISE CIRCLE PROPOSED TNEL: 4 SOUTHOEECE 180.1409.1 460350_1 26 ===== PDF PAGE 115 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT B-1 Project Site Plan (attached) 460350_1 27 ===== PDF PAGE 116 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT B-2 Project Description and Depiction The DEVELOPER shall construct an approximately one hundred eighty-six thousand (186,000) square feet industrial manufacturing building on approximately eleven (11) acres of land purchased from the DuPage Airport Authority as set forth in the Site Plan in EXHIBIT B-1. The building constructed as part of the Project shall be used for processing food. Two hundred (200) or more full-time employees shall work in the building constructed as part of the Project initially, and four hundred (400) or more full-time employees shall work there when the building developed as part of the Project is fully occupied, at an average total compensation of Thirty-Two Thousand and No/100 Dollars ($32,000.00). The DEVELOPER shall invest no less than Eighty-Four Million and No/100 Dollars ($84 ,000,000.00) in acquiring the Subject Property, improving the Subject Property and equipping the building constructed as part of the Project. 460350_1 28 ===== PDF PAGE 117 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT C Anticipated Assessed Values Anticipated Assessed Year Valuation Year 1 $9,000,000 Year 2 $9,180,000 Year 3 $9,363,600 Year 4 $9,550,872 Year 5 $9,741,889 Year 6 $9,936,727 Year 7 $10,135,462 Year 8 $10,338,171 Year 9 $10,544,934 Year 10 $10,755,833 Year 11 $10,970,950 Year 12 $11,190,369 Year 13 $11,414,176 Year 14 $11,642,460 Year 15 $11,875,309 $155,640,752 460350_1 29 ===== PDF PAGE 118 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT D Abatement Ordinance / Resolution (attached) 460350_1 30 ===== PDF PAGE 119 ===== [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 OSI Industries, LLC in Regard to a Property Tax Abatement Relative to the Development of the OSI Industries Property,” dated __, 2021 (“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). 460350_1 31 ===== PDF PAGE 120 ===== [Extraction: OCR (rendered-page OCR)] Section 3. The Abatement Rate shall be Forty Percent (40%) 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. ADOPTED 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 [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__ J 460350_1 32 ===== PDF PAGE 121 ===== [Extraction: OCR (rendered-page OCR)] EXHIBIT 1 LEGAL DESCRIPTION OF THE SUBJECT PROPERTY (attached) 460350_1 33 ===== PDF PAGE 122 ===== [Extraction: OCR (rendered-page OCR)] LOT 16 IN DUPAGE BUSINESS CENTER ~ SOUTH ASSESSMENT PLAT LOTS 15 AND 16, ACCORDING TO THE PLAT THEREOF RECORDED NOVEMBER 1, 2019 AS DOCUMENT NUMBER R2019-100888 IN THE DUPAGE COUNTY RECORDER'S OFFICE, IN DUPAGE COUNTY, ILLINOIS. P.I.N.: 04-18-100-017 Common address: 2555 Enterprise Drive, West Chicago, Illinois 60185 460350_1 34 ===== PDF PAGE 123 ===== [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 OSI Industries, LLC in Regard to a Property Tax Abatement Relative to the Development of the OSI 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’). 3. 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). 460350_1 35 ===== PDF PAGE 124 ===== [Extraction: OCR (rendered-page OCR)] RESOLUTION NO. 21-R-0005 A RESOLUTION AUTHORIZING THE MAYOR TO EXECUTE AN ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN THE CITY OF WEST CHICAGO AND OSI INDUSTRIES, LLC 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 and OSI Industries, LLC, a copy of which, in substantially the same form, is attached hereto and incorporated herein as Exhibit “A”. APPROVED this 15" day of February, 2021. AYES: NAYES: ABSTAIN: ABSENT: Mayor Ruben Pineda ATTEST: City Clerk Nancy M. Smith ===== PDF PAGE 125 ===== [Extraction: OCR (rendered-page OCR)] ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN THE CITY OF WEST CHICAGO AND OSI INDUSTRIES, LLC This ECONOMIC INCENTIVE AGREEMENT (“Agreement”) is entered into this day of , 2021 (“Effective Date”) by and between the City of West Chicago, an Illinois home rule municipal corporation (“CITY”), and OSI INDUSTRIES, LLC, a Delaware limited liability company authorized to conduct business in the State of Illinois (‘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 OSI INDUSTRIES, LLC IN REGARD TO A PROPERTY TAX ABATEMENT RELATIVE TO THE DEVELOPMENT OF THE OSI INDUSTRIES PROPERTY” on __, 2021 (“IGA”); and WHEREAS, as set forth in the IGA, the DEVELOPER desires to acquire approximately eleven (11) acres of land in the DuPage Business Park located 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 WHEREAS, the DEVELOPER desires to develop the Subject Property into an industrial manufacturing food processing operation consisting of a building of 461767_4 1 ===== PDF PAGE 126 ===== [Extraction: OCR (rendered-page OCR)] approximately one hundred eighty-six thousand (186,000) square feet, as 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 additional incentives set forth in this Agreement (“Additional Incentives”) to assist the DEVELOPER in acquiring the Subject Property and improving it with the Project; and WHEREAS, to induce the DEVELOPER to cause the Project to be constructed and operated, which will provide future financial benefits for the CITY, the CITY agrees to provide the DEVELOPER with the Additional Incentives set forth herein, in exchange for the DEVELOPER’S agreement to (a) comply with the terms of the IGA and the terms of this this Agreement, and (b) develop the Project on the Subject Property; and WHEREAS, Article VII, Section 10 of the 1970 Illinois Constitution, 65 ILCS 5/8-1- 2.5, 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: 1. INCORPORATION OF PREAMBLES. The preambles hereto, as set forth above, 461767_4 2 ===== PDF PAGE 127 ===== [Extraction: OCR (rendered-page OCR)] are incorporated herein by reference and are made part hereof. DEVELOPER CONDITIONS. The DEVELOPER'S right to receive the Additional Incentives under this Agreement is expressly conditioned upon the performance by the DEVELOPER of the following conditions, to the extent the conditions can be met prior to the Additional Incentives being granted to the DEVELOPER. The DEVELOPER shall: A. B. 461767_4 Not be in default of its obligations in the IGA. Operate the Project on the Subject Property as ongoing business operation of approximately one hundred eighty-six thousand (186,000) square feet. Provide the CITY all documents reasonably requested by the CITY regarding the matters set forth in the IGA and this Agreement. Within a reasonable time after the Commencement Date (as defined in the IGA), two hundred (200) or more full-time employees shall work in the building constructed as part of the Project initially, and four hundred (400) or more full-time employees shall work there when the building developed as part of the Project is fully occupied, at an average total compensation of Thirty-Two Thousand and No/100 Dollars ($32,000.00) No less than once per calendar year, on a date selected by the CITY, provide a written report to the CITY with: 1. A summary of the Project's, the DEVELOPER’s then-current operations at the Subject Property (including the number of full-time equivalent employees, employed at or as a result of the Project), and any 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. No more often 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 ===== PDF PAGE 128 ===== [Extraction: OCR (rendered-page OCR)] Section 2.D. above. Only use water on the Subject Property purchased from the CITY. Purchase no less than twenty-five million (25,000,000) gallons of water from the CITY in each twelve (12) month period after the Commencement Date (as defined in the IGA). 3. ADDITIONAL INCENTIVES. The Additional Incentives are: A. PARTIAL BUILDING PERMIT COSTS REIMBURSEMENT. So long as the DEVELOPER paid the CITY for a building permit for the Project in excess of One Hundred Thousand and No/100 Dollars ($100,000.00), the CITY shall reimburse the DEVELOPER One Hundred Thousand and No/100 Dollars ($100,000.00) of the building permit fees paid by the DEVELOPER to the CITY for the Project. Building permit costs reimbursed 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 building permit costs reimbursed herein shall be the “Building Permit Waiver Costs.” The CITY shall pay the reimbursement in this Section 3.A. within ninety (90) days after a request by the DEVELOPER to the CITY for payment of the Building Permit Waiver Costs. PARTIAL MUNICIPAL WATER AND SEWER CHARGES REBATE. So long as DEVELOPER is operating an industrial manufacturing food processing operation at the Subject Property, so long as the Subject Property only uses water purchased from the City, and so long as the Subject Property has used more than twenty five million (25,000,000) gallons of water provided by the CITY in each twelve (12) month period after the Commencement Date (as defined in the IGA), then during the period beginning on January 1* of the calendar year immediately following the “Commencement Date” (as defined in the IGA), the CITY shall rebate to the DEVELOPER, in the time and manner described in Section 4 below, Twenty-Five Percent (25%) of the CITY’s water and sewer charges paid by the DEVELOPER and received by the CITY for the Subject Property. The amount of the CITY’s water and sewer charges actually rebated to the DEVELOPER herein shall be the “Water and Sewer Charges Rebate.” 4. PARTIAL WATER AND SEWER CHARGES REBATE PAYMENT. The CITY shall rebate the DEVELOPER a portion of the CITY’s water and sewer charges as 461767_4 ===== PDF PAGE 129 ===== [Extraction: OCR (rendered-page OCR)] set forth in Section 3.B. above paid by the DEVELOPER no more than one (1) time annually, and covering no more than twelve (12) months of water and sewer usage on the Project per payment. The DEVELOPER shall submit invoices to the CITY by January 31 requesting the Water and Sewer Charges Rebate for the prior calendar year, together with documentation of the payment of the CITY water and sewer charges paid for the Subject Property, along proof of payment and such other information and/or documents reasonably requested by the CITY. Upon the CITY’s receipt of all supporting documentation and information, and upon confirmation the DEVELOPER is entitled to receive the Water and Sewer Charges Rebate payment, the CITY shall pay the DEVELOPER the Water and Sewer Charges Rebate within sixty (60) days thereafter. 5. ADDITIONAL INCENTIVES CLAWBACK. If the Project ceases on the Subject Property, or if the DEVELOPER breaches any of its obligations in this Agreement or the IGA, including that water used on the Subject Property be purchased only from the CITY and that water purchased for the Subject Property from the CITY be more than twenty-five million (25,000,000) gallons per year, then, in such instance, the CITY shall provide written notice of such cessation or breach to DEVELOPER (“Default Notice”). If DEVELOPER does not (a) recommence 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 461767_4 5 ===== PDF PAGE 130 ===== [Extraction: OCR (rendered-page OCR)] 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 (“Termination”), whereupon the DEVELOPER shall reimburse the CITY the Additional Incentives 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 both the Building Permit Waiver Costs and the Water and Sewer Charges Rebate realized by DEVELOPER prior to the date on which the Termination occurs, and thereafter the DEVELOPER shall not be entitled to receive any Additional Incentives 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 both the Building Permit Waiver Costs and the Water and Sewer Charges Rebate, and thereafter the DEVELOPER shall not be entitled to receive any Additional Incentives pursuant to this Agreement. The DEVELOPER’s reimbursement obligations herein shall survive, and be binding upon the DEVELOPER, regardless of the termination 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 Incentives are predicated upon current law in the State of Illinois, as of the Effective Date, allowing the CITY to make the Additional Incentives available 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 Incentives available to the DEVELOPER, or which prevents the CITY from paying the Water and Sewer Charges Rebate to the DEVELOPER, or should the CITY’s ability to make any Additional Incentives to DEVELOPER be limited or eliminated in any manner, then, upon the occurrence of any of the 461767_4 6 ===== PDF PAGE 131 ===== [Extraction: OCR (rendered-page OCR)] foregoing events, (a) the DEVELOPER shall not be entitled to receive the Additional Incentive(s) 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). A. 461767_4 GENERAL CONDITIONS/REQUIREMENTS. 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 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. The rights and 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. 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. 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, 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 ===== PDF PAGE 132 ===== [Extraction: OCR (rendered-page OCR)] 461767_4 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, a virus, including COVID-19, pandemic 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 until the earlier of a Termination or the other termination of this Agreement. 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 shail 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, 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, ===== PDF PAGE 133 ===== [Extraction: OCR (rendered-page OCR)] 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 Incentives 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 or cause it to be maintained, 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 shail be delivered personally or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 461767_4 A. If to the CITY: B. If to the DEVELOPER: City of West Chicago OSI Industries, LLC 475 Main Street 1225 Corporate Boulevard West Chicago, Illinois 60185 Aurora, Illinois 60505 Attention: Mayor Attention: With copies to: With a copy to: City of West Chicago 475 Main Street West Chicago, Illinois 60185 Attn: City Administrator Attn: Bond, Dickson & Associates 400 Knoll Street ===== PDF PAGE 134 ===== [Extraction: OCR (rendered-page OCR)] 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. 9. 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. 10. 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. 11. 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 shail 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 461767_4 10 ===== PDF PAGE 135 ===== [Extraction: OCR (rendered-page OCR)] 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 Manager and attested by its CITY: DEVELOPER: CITY OF WEST CHICAGO OSI INDUSTRIES, LLC By: By: Ruben Pineda, Mayor ATTEST: ATTEST: Nancy M. Smith, City Clerk ' Dated: Dated: 461767_4 11