2024-01-16 - Ordinance 2024-009 - AN ORDINANCE AUTHORIZING A DEVELOPMENT IMPROVEMENT AGREEMENT WITH SDG DUNDEE LLC (915 Dundee Rd) �
ORDINANCE NO.2024-009
AN ORDINANCE AUTHORIZING A
DEVELOPMENT IMPROVEMENT AGREEMENT WITH SDG DUNDEE LLC
WHEREAS,the Village of Buffalo Grove is a home rule unit pursuant to the Illinois Constitution
of 1970;and
WHEREAS,the Village seeks to enter into a Development Improvement Agreement(DIA)with
SDG Dundee LLC("Developer")for site improvements associated with the Tesla Dealership at the Bison
Crossing commercial development at 915 Dundee Road,
NOW THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF BUFFALO GROVE,COOK AND LAKE COUNTIES,ILLINOIS,as follows:
SECTION 1. The foregoing recitals are hereby adopted and incorporated and made a part of this
Ordinance as.if fully set forth herein.
SECTION 2.The Development Improvement Agreement is approved subject to review and approval by
the Village Attorney.
SECTION 3. If any section, paragraph,clause or provision of this Ordinance shall be held invalid,the
invalidity thereof shall not affect any other provision of this Ordinance.
SECTION 4. This Ordinance shall be in full force and effect from and after its passage and approval and
shall not be codified.
AYES: 6—Johnson.Cesario.Ottenheimer.Stein, Bocek Weidenfeld
NAYES: 0-None
ABSENT: 0-None
PASSED: January 16, 2024
APPROVED: January 16.2024
PUBLISHED: January 17,2024
ATTEST: APPROVED:
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Bison Crossin�(Tesla)
Development Name
DEVELOPMENT IMPROVEMENT AGREEMENT
THIS AGREEMENT("Agreement"), made and entered into as of this 16th day of Januarv, 2024 by
and between the VILLAGE OF BUFFALO GROVE, an Illinois Municipal Corporation, and having its office at
Village Hall,50 Raupp Boulevard, Buffalo Grove, Illinois(hereinafter called"Village"),and SDG Dundee LLC
and/or its assi�ns,(hereinafter called"Developer").
WITNESSETH:
WHEREAS,Developer desires to improve the real property described in Exhibit"A"attached hereto
and made a part hereof(the "Property"), and in compliance with the Village's Development Ordinance,
Developer has submitted to the Village certain (i) plans prepared by Jacob & Hefner Associates,who are
registered professional engineers,dated 11/21/23,and(ii)additional plans and specifications prepared by
Dennis J Jarrard(Landscape Architectl dated 11/21/23 and described in more detail in Exhibit"C"attached
hereto and made a part hereof(the"Site Improvement Plans"and together with the Site Plan,the"Plans");
and,
WHEREAS,the Village is willing to approve said Plans,provided that this Agreement is executed to
insure the completion of certain site improvements, as a condition precedent to the issuance of building
permits for any buildings to be constructed on the Property.
NOW,THEREFORE,it is mutually agreed as follows:
1. Developer shall furnish, or cause to be furnished, at their own cost and expense, all the
necessary material, labor, and equipment to complete the improvements listed on Exhibit "B" attached
hereto, and all other site improvements not specifically set forth, which are required by applicable
ordinances or agreements (collectively,the"Improvements"), all in a good and workmanlike manner and
in accordance with all pertinent ordinances and regulations of the Village and in accordance with the Plans
(including any subsequent revisions requested by the Developer and approved in writing by the Village
pursuant to the Village's Development Ordinance). All utility lines and services to be installed in the street
shall be installed prior to paving.
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2. Attached hereto as Exhibit "D" is a complete cost estimate for the construction of the
improvement described in Exhibit"B"hereto.No later than three(3)business days following the execution
of this Agreement and prior to the issuance of Village Permits,the Developer shall deposit a Letter of Credit
acceptable to and in a form and substance approved by the Village in the original amount of Three Million
Six Hundred Fortv Five Thousand Two Hundred Fiftv and 00 100 Dollars ($3.645,250.00), as further
described in Paragraph 9 herein(the"Letter of Credit").
3.All work shall be subject to inspection by and the approval of the Village Engineer. It is agreed
that the contractors who are engaged to construct the Improvements are to be approved by the Village
Engineer and that such approval will not be unreasonably withheld.
4. The Developer has paid or will pay the Village a Review and Inspection Fee, as required by
Ordinance.It is understood that said fee is 6ased on the amount of the contracts or cost estimate for those
items in Exhibit"B".
5. Prior to the time the Developer or any of its contractors begin any of the work provided for
herein,the Developer, and/or its contractors shall furnish the Village with evidence of insurance covering
their employees in such amounts and coverage as is acceptable to the Village.
In addition, by its execution of this Agreement, the Developer agrees to protect,
indemnify,save and hold harmless,and defend the Village and its employees,officials,and agents,against
any and all claims,costs,causes,actions,and expenses,including but not limited to reasonable attorney's
fees incurred by reason of a lawsuit or claim for damages or compensation arising in favor of any person,
corporation or other entity, including the employees or officers or independent contractors or sub-
contractors of the Developer or the Village,on account of personal injuries or death,or damages to property
occurring,growing out of,incident to,or resulting directly or indirectly,from the performance of the work
of the Developer,independent contractors or sub-contractors or their officers,agents,or employees.The
Developer shall have no liability or damages for the costs incident thereto to the extent caused by the sole
negligence or intentional misconduct of the Village,its independent contractors or sub-contractors or their
officers,agents,or employees.
6. Subject to Force Majeure (as defined herein), Developer shall cause the Improvements to be
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completed within thirty-six (36) months following the date of this Agreement(except any Improvements
for which specified time limits are noted on the Plans,which shall be completed within the specified time
limits shown on the Plans)."Force Majeure"as used herein shall mean a delay in Developer's performance
hereunder caused by a strike or labor problem,energy shortage,governmental pre-emption or prescription,
national emergency,or any other cause of any kind beyond the reasonable control of Developer.If work is
not completed within the time prescribed herein,the Village shall have the right t`o call upon the Letter of
Credit,in accordance with its terms,for the purpose of completing the Improvements.Upon completion of
the Improvements herein provided for,as evidenced by the certificate or certificates of the Village President
and Board of Trustees,the Village shall be deemed to have accepted said Improvements, and thereupon,
the Letter of Credit shall automatically be reduced to serve as security for the obligations of the Developer
as set forth in Paragraph 7 hereof.The Developer shall cause its consulting engineers to correct drawings
to show work as actually constructed and said engineers shall turn over high quality Mylar reproducible
copies thereof to the Village to become the Village's property prior to acceptance of the Improvements by
the President and Board ofTrustees.
7. The Developer, for a period of one year beyond formal acceptance by the Village of any
Improvement,described in Exhibit"B"hereof,shall be responsible for maintenance,repairs and corrections
to such Improvements which may be required due to failures or on account of faulty construction or due to
the Developer's negligence and/or its contractors' negligence.The obligation of the Developer hereunder
shall be secured by the Letter of Credit as further described in Paragraph 9 hereof.
8.It is agreed that no occupancy permit shall be granted by any official for the construction of any
structure until all required utility facilities set forth in the Plans (to include, but not by way of limitation,
sanitary sewer, water and storm sewer systems) have been installed and made ready to service the
Property; and that all parking lots or access drives (to include curbs) set forth in the Plans that provide
access to the Property have been completely constructed, except for the designed surface course. It is
understood and agreed that building permits may be granted for buildings on specific lots to which utility
facilities have been installed and made ready for service and to which parking lots or access drives have
been constructed as described above, notwithstanding the fact that all improvements within the
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Development may not be completed.
9.A.The obligations of the Developer hereunder as to the deposit of security for the completion
of the Improvements and the one-year maintenance of said Improvements after acceptance by the Village
(Paragraph 7)shall be satisfied upon delivery to the Village of a Letter of Credit in favor of the Village in a
form acceptable to the Village, in the amount set forth in Paragraph 2 above.The Letter of Credit shall be
made subject to this Agreement.The Developer hereby waives its option pursuant to 30 ILCS 550/3 and 65
ILCS 5/11-39-3 to utilize any type of security other than a Letter of Credit.
B. In addition to the terms,conditions,and covenants of the Letter of Credit,the Village
hereby agrees to draw funds or to call said performance guarantee under such security solely for the
purpose of payment for labor and materials supplied or to be supplied, by engineers, contractors, or
subcontractors, to, or for the benefit of the Developer or the Village, as the case may be, under the
provisions of this Agreement and the said Improvements for which payment is being made shall have been
completed,or will be completed,in substantial accordance with the Plans.
C. The Village further hereby agrees that to the extent that the Developer causes the
commitments of this Agreement to be completed, the outstanding liability of the issuer of the Letter of
Credit shall during the course of construction of the Improvements,approximate the cost of completing all
Improvements and paying unpaid contract balances for the completion of the Improvements referred to in
this Agreement.
Until all required tests have been submitted and approved by the Village for each of the
construction elements including,but not limited to,earthwork,street pavements,parking area pavements,
sanitary sewers and water mains(as applicable),a minimum of that portion of the surety for each element
shall be subject to complete retention. All Improvements are subject to a minimum fifteen(15%)percent
retention until final acceptance by the Village.
D. In order to guarantee and warranty the obligations of Paragraph 7 herein,an amount
equal to fifteen (15%) percent of the total amount of the Letter of Credit, or an amount equal to fifteen
(15%)percent of the cost estimate of the individual Improvement(s)shall be retained in the Letter of Credit
for a period of one-year beyond formal acceptance by the Village of the Improvement(s).
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E. As a portion of the security amount specified in Paragraph 2, the Developer shall
maintain a cash deposit with the Village Clerk in the amount of Thirtv Six Thousand Eisht Hundred Twentv
Dollars($36.820.00). If roads are not maintained with a smooth and firm surface reasonably adequate for
access of emergency vehicles such as fire trucks and ambulances, or if any condition develops which is
deemed a danger to public health or safety by the Village of Buffalo Grove due to the actions of the
Developer or his failure to act;and after written notice of this condition,the Developer fails to immediately
remedy the condition;then the Village may take action to remedy the situation and charge any expenses
which results from the action to remedy the situation to the cash deposit. Upon notification that the cash
deposit has been drawn upon, the Developer shall immediately deposit sufficient funds to maintain the
deposit in the amount of Thirtv Six Thousand Eisht Hundred Twentv Dollars($36 820.00). If the Developer
has not made the additional deposit required to maintain the total cash deposit within five (5) business
days from the date he received notice that such additional deposit was required,it is agreed that the Village
may issue a Stop Work Order or also may revoke all permits which the Developer had been granted.This
cash deposit shall continue to be maintained until the maintenance guarantee period has lapsed. The
deposit may be drawn upon by the Village if the conditions of this Agreement are not met by the Developer
within thirty (30) days after receipt of a written notice of noncompliance with the conditions of this I
Agreement, except in cases of danger to public health and safety as determined by the Village, in which
case, the deposit may be drawn upon immediately following notice to the Developer and his failure to
immediately remedy the situation. After termination of the one-year maintenance period and upon receipt
by the Village Clerk of a written request for release ofthe deposit,the Village will either notify the Developer
that the Improvements are not in a proper condition for final release of the deposit, or shall release the
deposit within fifteen(15)days.
F. In addition to the terms, covenants, and conditions of the Letter of Credit, the
Developer hereby agrees that no reduction shall occur in the outstanding liability of the issuer there under,
except on the written approval of the Village;however,in all events,the Village shall permit such Letter of
Credit to expire, either by its terms, or by return of such Letter of Credit to the Developer, upon the
expiration of one-(1)year from the acceptance of the Improvements referred to herein by the Village. To
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the extent that the provisions of Paragraph 9 herein,and of the Letter of Credit,permit the Village to draw
funds under such Letter of Credit,the Village hereby agrees to reduce the outstanding liability of the issuer
of the Letter of Credit to the extent that funds are disbursed.
10.Any Letter of Credit shall provide that the issuer thereof shall not cancel or otherwise terminate
said security without a written notice being given to the Village between thirty-(30)days and forty-five(45)
days in advance of termination or cancellation.
11.No occupancy permit shall be issued until all exterior lighting specified on Exhibit"C"is installed
and operational.
12. The Developer acknowledges that he is responsible for the proper control of weeds, grass,
refuse, and junk on all property which he owns within the Village in accordance with Chapter 8.32 of the
Buffalo Grove Municipal Code. It is further agreed that the Developer shall continue to be responsible for
the proper maintenance of any parcels of property for which the Developer transfers ownership to the
Village until such time as the development's Improvements are accepted by the Village in writing in
accordance with the provisions of this Agreement.
If the Developer fails to perform his maintenance responsibilities established in either this
paragraph or Chapter 8.32, the Village may provide a written notice to the Developer of the improper
maintenance condition.If proper maintenance is not completed within ten(10)days after the Developer is
provided this notice,the Village may perform the maintenance and deduct the costs of the maintenance
from the cash deposit described in Paragraph 9E. I�
13.The Developer agrees that no Improvements constructed in conjunction with this project are
sized or located in such a way as to warrant any recapture payment to the Developer pursuant to any
applicable previous agreements.
14.This Agreement shall automatically terminate and be of no further force and effect with respect
to Developer or the Property upon the expiration of the one-year maintenance period, and upon such
termination the parties hereto shall have no further obligations to the other, except for the Village's
obligation to return the Letter of Credit and cash deposit to Developer or otherwise notify the issuer of the
Letter of Credit of the expiration of the Letter of Credit. The period commencing on the date set forth in
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the preamble to this Agreement and expiring on the expiration of the one-year maintenance period is
referred to herein as the"Term".
15.This Agreement and the obligations contained herein are in addition to,and not in limitation
of,all other agreements between the Parties hereto including,without limitation,the Preliminary Plan or
Annexation Approval Ordinance No.2023-167 dated December 4. 2023. and the obligations contained
therein.
16.Neither party shall cause this Agreement(or any memorandum hereof)to be recorded against
the Property.
17. Neither party shall assign this Agreement or any of its terms without the prior, express and
written consent of the other party. Furthermore, no assignment of the Developer's obligations shall be
effective unless and until the Village approves the language of any proposed assignment and substitute
security in the amounts required by this Agreement.
18. Notwithstanding the foregoing or anything to the contrary contained in this Agreement or in
any other agreement,document or instrument executed or delivered in connection with this Agreement,
each Mortgagee Party(as defined in the Redevelopment Agreement)shall have the same rights, benefits
and protections under and with respect to this Agreement as such Mortgagee Party has under the
Redevelopment Agreement and such rights, benefits and protections are hereby deemed incorporated
herein in their entirety. "Redevelopment Agreement"shall mean the Redevelopment Agreement dated on
or about the date hereof between the Village and SDG Dundee Development LLC,as amended,restated or
otherwise modified from time to time.
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IN WITNESS WHEREOF,the Village has caused this Agreement to be executed,as has the Developer,all as
of the date first above written.
VILLAGE OF BUFFALO GROVE,an Illinois Municipal Corporation
By
Villa�e President
DEVELOPER:
SDG Dundee LLC
860 N Milwaukee Ave.,Suite 100
Buffalo Grove,IL 60089
By:
Name:
Title:
8
Bison Crossins(Teslal
(Development Name)
DEVELOPMENT IMPROVEMENT AGREEMENT
EXHIBITA �
LEGAL DESCRIPTION
THAT PART OF LOT 1 AND LOT 2 IN THE RESUBDIVISION RECORDED JANUARY 31, 1980 AS DOCUMENT
25344703, BEING A RESUBDIVISION OF LOT 1 IN GRAND SPAULDING DODGE SUBDIVISION RECORDED
DECEMBER 17, 1976 AS DOCUMENT 23752075, SAID RESUBDIVISION BEING IN THE EAST HALF OF THE
NORTHWEST QUARTER OF SECTION 8, TOWNSHIP 42 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL
MERIDIAN,DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID LOT 2; THENCE SOUTH 0 DEGREES 05 MINUTES 32
SECONDS EAST ALONG THE EAST LINE OF SAID LOT 2,A DISTANCE OF 545.62 FEET TO A CORNER OF SAID
LOT 2 COMMON TO THE NORTH CORNER OF LOT 3 IN SAID RESUBDIVISION;THENCE SOUTH 20 DEGREES
09 MINUTES 12 SECONDS WEST ALONG THE WESTERLY LINE OF SAID LOT 3,A DISTANCE OF 183.33 FEET
TO THE CORNER OF SAID LOT 2 COMMON TO THE SOUTH CORNER OF SAID LOT 3 IN SAID RESUBDIVISION;
THENCE SOUTH 40 DEGREES 30 MINUTES 32 SECONDS WEST ALONG THE SOUTHEASTERLY LINE OF SAID
LOT 2,A DISTANCE OF 13.36 FEET;THENCE SOUTH 89 DEGREES 54 MINUTES 28 SECONDS WEST, 164.77
FEET; THENCE NORTH 0 DEGREES 05 MINUTES 32 SECONDS WEST, 276.47 FEET; THENCE SOUTH 89
DEGREES 54 MINUTES 28 SECONDS WEST, 171.59 FEET; THENCE NORTH 0 DEGREES 05 MINUTES 32
' SECONDS WEST, 454.72 FEET TO THE NORTH LINE OF LOT 1 IN SAID RESUBDIVISION;THENCE SOUTH 89
DEGREES 36 MINUTES 43 SECONDS EAST ALONG SAID NORTH LINE AND ALONG THE NORTH LINE OF LOT 2
IN SAID RESUBDIVISION,408.51 FEETTO THE POINT OF BEGINNING,IN COOK COUNTY,ILLINOIS.
ALSO KNOWN AS LOT 1 IN BISON CROSSING,RECORDING STATUS UNKNOWN.
KNOWN AS: 915-945 DUNDEE RD. BUFFALO GROVE, ILLINOIS
PERMANENT INDEX NUMBER: LOT 1 TO BE DETERMINED
LOT 2 TO BE DETERMINED
AREA=457,448 SQ. FT. OR 10.50 ACRES
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Bison Crossin�(Tesla)
DEVELOPMENT IMPROVEMENT AGREEMENT
EXHIBIT B
All improvements set forth and depicted in the Plans, both public and private, including (to the extent
applicable) earthwork, grading, roads or streets, parking lots, areas and/or parking facilities, sidewalks,
sanitary and storm sewers,water main,drainage and storm water detention facilities,site grading,private
street lighting,landscaping,survey monuments and benchmarks.
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Bison Crossin�(Tesla)
DEVELOPMENT IMPROVEMENTAGREEMENT
EXHIBIT C
Final Engineering Plans prepared by: Jacob&Hefner Associates
Entitled: Site Improvement Plans for Bison Crossin� 915 W. Dundee Road
Consisting of:24 sheet(s),last revised 11 21 23
Final Landscaping Plans prepared by: Dennis J Jarrard. Landscape Architect
Entitled: 915 West Dundee Road
Consisting of:4 sheet(s),last revised 11 21 23
(see following pages) �I
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Bison Crossins(Teslal
DEVELOPMENT IMPROVEMENT AGREEMENT
EXHIBIT D
Engineers Opinion of Probable Costs
(see following pages)
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