City Council
Regular MeetingDeKalb, IL · January 12, 2015
Minutes
MINUTES
CITY OF DEKALB
CITY COUNCIL COMMITTEE OF THE WHOLE MEETING
JANUARY 12, 2015
The City Council of DeKalb, Illinois held a Committee of the Whole Meeting on Monday, January
12, 2015 in the City Council Chambers of the DeKalb Municipal Building, 200 South Fourth
Street, DeKalb, Illinois.
Mayor Rey called the meeting to order at 5:05 p.m.
A. ROLL CALL
Economic Development Coordinator Jennifer Diedrich called the roll and the following
members of City Council were present: Alderman Bill Finucane, Alderman Kristen Lash,
Alderman Bob Snow, Alderman Ron Naylor, Alderman Monica O’Leary, and Mayor John
Rey. The following members of City Council were absent at roll call: Alderman David
Jacobson (arrived at 5:24 p.m.), Alderman Dave Baker, and Alderman Monica O’Leary
(arrived at 5:17 p.m.).
Also present were City Manager Anne Marie Gaura, Assistant City Manager Patty
Hoppenstedt, Police Chief Gene Lowery, Finance Director Cathy Haley, Fire Chief Eric
Hicks, Community Development Director Ellen Divita, Public Works Director T.J. Moore,
City Attorney Dean Frieders, Economic Development Coordinator Jennifer Diedrich, and
Deputy Clerk Ruth Scott.
B. ITEMS ALSO ON THE REGULAR AGENDA
C. CONSIDERATIONS
1. Great Lakes Economic Development Agreement
City Manager Gaura stated City staff had been researching this ecommerce project
for several months from every angle.
Community Development Director Divita introduced Dr. Tom McPeak of Barnwell
Consulting LLC. She advised that Dr. McPeak works with high-volume internet
retailers seeking municipalities interested in developing long-term agreements to
extend financial incentives for companies that would locate in the municipality and
engage in taxable internet sales in compliance with the law. This particular
agreement would not obligate the City to any abatements or incentives but would
set the ground work for future agreements.
Committee of the Whole Meeting
January 12, 2015
Page 2 of 4
After Community Development Director Divita’s overview, Dr. McPeak discussed
the megatrends occurring in ecommerce and the internet. He continued to explain
how the project would work and how it conforms to the Department of Revenue
requirements.
City Manager Gaura asked City Attorney Frieders to give an overview of the
agreement. City Attorney Frieders described the specifics of the agreement and the
process for approving clients.
Mayor Rey asked Dr. McPeak if the terms of this agreement were the same as those
with other municipalities. Dr. McPeak stated the City’s agreement is more
thorough.
Alderman Lash asked City Attorney Frieders if indemnification covers all costs.
Alderman Lash and City Attorney discussed indemnification concerns. City
Attorney Frieders stated the agreement is a three-party agreement and the retailer
covers all legal costs.
Alderman Lash asked what types of jobs would be brought to the City. Dr. McPeak
responded that full-time wages and benefits appropriate for the duties assigned
would be likely.
Alderman Lash stated she doesn’t want to see more part-time or minimum wage
jobs in DeKalb. Dr. McPeak responded that DeKalb is ideally located for a
distribution center with sharp people in the area to draw as workforce.
Discussion continued between all present.
Alderman Lash asked if the agreements would follow the City’s guidelines for brick
and mortar retailers. Community Development Director Divita stated there were
even more guidelines for ecommerce entities.
Dr. McPeak gave an example of the differences between a brick and mortar space
and an ecommerce company, stating ecommerce revenue is the only way to get
sales tax revenue from those purchasing throughout Illinois without using much of
the City’s resources.
A discussion ensued between Alderman Lash and Dr. McPeak.
Mayor Rey stated the agreement’s preamble speaks of a 25-year term agreement
and Section 7 speaks of a 10-year term and asked what the difference was. City
Attorney Frieders responded there would be two agreements – one with Barnwell
Consulting for 10 years and the other with the potential retailer for 25 years.
City Manager Gaura stated the acceptance of the agreement is a philosophical
decision by Council.
Committee of the Whole Meeting
January 12, 2015
Page 3 of 4
Alderman Lash stated she doesn’t agree with the 25-year term.
City Manager Gaura stated a long term agreement is beneficial to the City as a long
term-revenue source. With retail changing world wide, incentive agreements have
to have their place.
Dr. McPeak added that major companies want to have a connection with all their
markets and time zones. Ecommerce is growing 20 percent a year so longer term
agreements are important.
Alderman Naylor asked about the relationship between Barnwell Consulting and
Great Lakes Economic Development LLC. Dr. McPeak responded that Barnwell
Consulting is the umbrella association and creates a new LLC in each state for every
client.
Alderman Naylor asked Dr. McPeak if other cities in Illinois were being
considered. Dr. McPeak stated he only wants to do this type of project in DeKalb.
Alderman Naylor asked City Attorney Frieders about appropriations of the budget.
City Attorney Frieders stated that if the City were to enter into a sub-agreement,
funds would have to be appropriated for this purpose. Entering into an agreement
the City doesn’t have funds budgeted for would void the agreement. This is a way
of ensuring the City adheres to their obligations.
Alderman Finucane asked what commits a company to stay in DeKalb for 25 years.
Dr. McPeak replied the agreement would indicate a company can’t relocate to
another city because of a better incentive.
Alderman Finucane asked if the company would be required to pay a penalty if they
stayed less than 25 years. Dr. McPeak stated since the City isn’t putting money
into the project it has no investment to protect as there would be with a brick and
mortar building.
Dr. McPeak mentioned that if Amazon were to come to Illinois, they would
generate approximately $22 million in local sales tax.
Alderman Jacobson stated he is opposed to incentives if a company is coming to
take something but feels this instance is one of the few opportunities the City’s high
tax rate would help to compete with other large retailers.
Mayor Rey stated this item is also on the Regular agenda and City Manager Gaura
described the multistep process for moving forward. Approving the Great Lakes
Economic Development agreement would give Dr. McPeak permission to reach out
to the retailer.
Committee of the Whole Meeting
January 12, 2015
Page 4 of 4
Dr. McPeak added that he envisions two future agreements, however, the City isn’t
obligated to accept them.
Alderman Naylor asked about the timeframe for moving forward. Dr. McPeak
stated that once the agreement is in place, it could take six months to a year.
Mayor Rey thanked Dr. McPeak for his time.
D. RECESS FOR EXECUTIVE SESSION OF THE CITY COUNCIL
1. Approval to Hold an Executive Session to Discuss Personnel as Provided for in 5
ILCS 120/2(c)(1).
Not acted on at this meeting.
2. Approval to Hold an Executive Session to Discuss Purchase or Lease of Real
Property as Provided for in 5 ILCS 120/2(c)(5).
Not acted on at this meeting.
3. Approval to Hold an Executive Session to Discuss Pending or Imminent Litigation
as Provided for in 5 ILCS 120/2(c)(11).
Not acted on at this meeting.
E. ADJOURNMENT
MOTION
Alderman Jacobson moved to adjourn the meeting, seconded by Alderman Finucane.
Mayor Rey declared the meeting adjourned at 6:01 p.m.
____________________________________
RUTH A. SCOTT, Deputy City Clerk
Approved by City Council
February 9, 2015
MINUTES
CITY OF DEKALB
CITY COUNCIL REGULAR MEETING
JANUARY 12, 2015
The City Council of DeKalb, Illinois held a Regular Meeting on Monday, January 12, 2015 in the
City Council Chambers of the DeKalb Municipal Building, 200 South Fourth Street, DeKalb,
Illinois.
Mayor Rey called the meeting to order at 6:09 p.m.
A. ROLL CALL
Economic Development Coordinator Jennifer Diedrich called the roll and the following
members of City Council were present: Alderman David Jacobson, Alderman Bill
Finucane, Alderman Kristen Lash, Alderman Bob Snow, Alderman Ron Naylor, Alderman
Dave Baker, Alderman Monica O’Leary, and Mayor John Rey. The following members
of City Council were absent at roll call: Alderman Dave Baker.
Also present were City Manager Anne Marie Gaura, Assistant City Manager Patty
Hoppenstedt, Police Chief Gene Lowery, Finance Director Cathy Haley, Fire Chief Eric
Hicks, Community Development Director Ellen Divita, Public Works Director T.J. Moore,
City Attorney Dean Frieders, Principal Planner Derek Hiland, Economic Development
Coordinator Jennifer Diedrich, and Deputy City Clerk Ruth Scott.
B. THE PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Cub Scout Pack 104.
C. APPROVAL OF THE AGENDA – ADDITIONS / DELETIONS
MOTION
Alderman Jacobson moved to approve the Agenda, seconded by Alderman O’Leary.
Motion carried by a 7-0-1 roll call vote. Aye: Jacobson, Finucane, Lash, Snow, Naylor,
O’Leary, Rey. Absent: Baker. Mayor Rey declared the motion passed.
D. PUBLIC HEARINGS
1. Fire Safety Registration and Inspection Program
Fire Chief Hicks provided a review of the status of the subject item and explained
how it has changed since the first presentation in September of 2014.
Regular City Council Meeting Minutes
January 12, 2015
Page 2 of 11
City Attorney Frieders discussed specific changes to the ordinance including
violations and compliance agreements and potential incentives.
Mayor Rey opened the Public Hearing at 6:23 p.m.
Mac McIntyre stated he had concerns with the acceleration of the implementation
schedule of the ordinance. Mr. McIntyre also stated the ordinance should have
language inserted making it not as easily changed in the future.
Marianne Anderson stated the City needs to be more business friendly and wants
to ensure home-based businesses will not be included in this ordinance now or in
the future. Further, she feels a sunset clause should be added to the ordinance if
it’s not getting the required results within a specific amount of time.
Marvin Barnes of Cushioneer stated he’s been a part of the proposed ordinance
since the beginning and feels the current proposal is a good compromise for all
involved.
Linda Walt stated the current version of the proposed ordinance is much improved.
Ms. Walt further stated she has an issue regarding grandfathering, feeling it needs
to be very specific concerning work on the buildings being inspected.
Will Heinisch provided a red-lined version of the FOCUS DeKalb ordinance to
Council and staff. Mr. Heinisch listed numerous concerns FOCUS DeKalb has
with the ordinance as proposed by City staff and asked Council to not rush the
process of approving it.
Chuck Shepard waived his request to speak to Council.
Paul Callighan, former President of DCEDC thanked Council and staff for seeking
input on the proposed ordinance stating he had concerns with the initial ordinance
but supports the current draft in theory. However, he feels some refinement may
be needed.
John Anderson stated the City has known about violations of existing buildings,
e.g. Otto’s, Travel Lodge, for years and asked why something hadn’t been done
about them before now.
Mayor Rey closed the Public Hearing at 6:58 p.m.
Mayor Rey clarified with City Manager Gaura that another Public Hearing and the
first reading of the proposed ordinance would take place on January 26, 2015, with
the second reading taking place on February 9, 2015. City Manager Gaura
confirmed the timeline and asked Council to notify City staff if they felt the
schedule needed to be changed.
Regular City Council Meeting Minutes
January 12, 2015
Page 3 of 11
Mayor Rey asked City Manager Gaura if an updated version of the proposed
ordinance would include the input given from FOCUS DeKalb. City Manager
Gaura stated it would.
Mayor Rey thanked the citizens that had given their input and time regarding this
matter.
E. SPECIAL ITEMS OR PRESENTATIONS & CITIZEN’S COMMENTS
1. Special Items
a. Introduction of Assistant City Manager Patty Hoppenstedt
City Manager Gaura introduced Assistant City Manager Hoppenstedt,
giving highlights of her education and career.
Assistant City Manager Hoppenstedt stated she was happy to be serving
residents and employees of the City of DeKalb.
b. Human Services Funding Annual Report: Elder Care Services
Executive Director Tara Culotta presented Council with the Elder Care
Services annual report stating one of the highlights of the past year include
their move to a larger facility. Ms. Culotta stated this move will help
provide even more services to DeKalb citizens and thanked Council for their
support.
c. Recognition of Lights of Distinction Winners
Mayor Rey recognized the following Lights of Distinction winners, voted
on by the Enhancement Committee, thanking them for their efforts to
increase community pride with their seasonal displays:
Tom and Debbie Carls, 4 Inverness Court
Bob and Pat Carlson, 3 Wedgewood Cove
William and Nancy Raines, 200 Tilton Park
2. Presentations
There were no presentations at this meeting.
3. Approval of the Mayor’s Appointments
MOTION
Alderman Finucane moved to approve the reappointment of Mark Hein to the
Environmental Commission through June 31, 2016; the appointment of Lynn
Neeley to fill a vacancy on the Finance Advisory Committee through June 31, 2018;
and the appointment of Thom Gearhart to fill a vacancy on the Finance Advisory
Regular City Council Meeting Minutes
January 12, 2015
Page 4 of 11
Committee through June 31, 2018, seconded by Alderman Naylor. Motion carried
on a voice vote of 6-0-2. Aye: Jacobson, Finucane, Lash, Snow, Naylor, Rey.
Absent: Baker, O’Leary. Mayor Rey declared the motion passed.
2. Citizens Comments
Masako Newquist stated she had lost a tenant due to an inspection by the Crime
Free Housing Bureau. Ms. Newquist was unhappy with the Crime Free Housing
Bureau and their inspection requirements.
F. CONSENT AGENDA – OMNIBUS VOTE
MOTION
Alderman Snow moved to approve the Consent Agenda, seconded by Alderman O’Leary.
VOTE
Motion carried on a roll call vote of 7-0-1. Aye: Jacobson, Finucane, Lash, Snow, Naylor,
O’Leary, Rey. Absent: Baker. Mayor Rey declared the motion passed.
MOTION
Alderman Snow moved to approve the listings on the Consent Agenda, seconded by
Alderman O’Leary.
VOTE
Motion carried on a roll call vote of 7-0-1. Aye: Jacobson, Finucane, Lash, Snow, Naylor,
O’Leary, Rey. Absent: Baker. Mayor Rey declared the motion passed.
1. Approval of City Council Minutes
a. Committee of the Whole Meeting Minutes of November 24, 2014.
b. Regular Meeting Minutes of November 24, 2014.
c. Committee of the Whole Meeting Minutes of December 8, 2014.
d. Regular Meeting Minutes of December 8, 2014.
All approved in the Consent Agenda by Omnibus Vote.
2. Receive & File
a. FY15 Accounts Payable through January 12, 2015, in the Amount of
$6,383,891.70.
b. Investment and Bank Balance Summary through November 2014.
Regular City Council Meeting Minutes
January 12, 2015
Page 5 of 11
c. Year-to-Date Revenues and Expenditures for the General Fund through
November 2014.
All approved in the Consent Agenda by Omnibus Vote.
3. Resolution 2015-001 Authorizing a Lease Agreement with Old Elm Farms, 3331
Pleasant Street, for the Lease of 358 Acres +/- of Farmland and Two Grain Bins
from February 15, 2015 through December 15, 2015 in the Amount of $125,529.
Approved in the Consent Agenda by Omnibus Vote.
4. Ordinance 2015-001 Amending Chapter 51 “Traffic,” Schedule C “Parking
Prohibited” of the Municipal Code (Garden Road Parking Restrictions). (Waiver
of First and Passage on Second Reading)
Approved in the Consent Agenda by Omnibus Vote.
5. Ordinance 2015-002 Amending Chapter 51 “Traffic,” Section 51.17 “Municipal
Parking Lots and Parking Stalls” of the Municipal Code. (Seventh Street Parking
Lot Restrictions). (First Reading)
Approved in the Consent Agenda by Omnibus Vote.
G. Items for Separate Action
1. Resolution 2015-002 Authorizing an Agreement with Great Lakes Economic
Development, LLC for Future Economic Development Incentives.
Mayor Rey read Resolution 2015-002 by title only.
Alderman Naylor asked for clarification regarding the indemnification which City
Attorney Frieders addressed.
MOTION
Alderman Finucane moved to pass Resolution 2015-002, seconded by Alderman
Jacobson.
VOTE
Motion carried on a roll call vote of 7-0-1. Aye: Jacobson, Finucane, Lash, Snow,
Naylor, O’Leary, Rey. Absent: Baker. Mayor Rey declared the motion passed.
2. Ordinance 2014-048 Approving a Special Use Permit for a Museum on Property
Zoned “MFR-1” Multi-Family Residential, Ellwood-Nehring House, Located at 417
North First Street. (Second Reading)
Regular City Council Meeting Minutes
January 12, 2015
Page 6 of 11
Mayor Rey read Ordinance 2014-048 by title only.
There was no discussion regarding this item.
MOTION
Alderman Naylor moved to pass Ordinance 2014-048, seconded by Alderman
Finucane.
VOTE
Motion carried on a roll call vote of 7-0-1. Aye: Jacobson, Finucane, Lash, Snow,
Naylor, O’Leary, Rey. Absent: Baker. Mayor Rey declared the motion passed.
3. Ordinance 2015-003 Amending Chapter 64 “Smoking Regulations” of the
Municipal Code Regarding Standards for Retail Tobacco Stores Setback. (First
Reading)
Mayor Rey read Ordinance 2015-003 by title only.
City Attorney Frieders presented the proposed changes to this ordinance, reviewing
each option given.
Alderman Naylor stated he prefers Option 2 and reviewing each application on a
case-by-case basis allowing Council to make the decision.
MOTION
Alderman Naylor motioned to pass Ordinance 2015-003 with Option 2, seconded
by Alderman Lash.
Alderman Lash stated that after a conversation with the business owner, she realizes
the tobacco shop in question is not typical of others in the City. The 1,000- foot
setback is a good idea and should be the general rule of thumb.
Alderman Finucane stated there are only two locations in the City that meet the
1,000-foot setback. Principal Planner Hiland commented that the two locations
Alderman Finucane mentioned are on the agenda for discussion.
Alderman Snow stated the 1,000-foot setback is too restrictive and feels the 200-
foot setback is more reasonable.
Alderman Lash asked what where the standard setbacks of bars and tattoo parlors.
City Attorney Frieders replied that bar setbacks are 100 feet and set by state statute.
Tattoo parlors also have a setback of 100 feet.
Discussion ensured regarding setbacks.
Regular City Council Meeting Minutes
January 12, 2015
Page 7 of 11
Alderman Jacobson stated this is another reason why business owners see the City
as business unfriendly. Other municipalities don’t have these laws. This is just a
blanket ban on tobacco stores.
VOTE
Motion carried on a 4-3-1 roll call vote. Aye: Lash, Naylor, O’Leary, Rey. Nay:
Jacobson, Finucane, Snow. Absent: Baker. Mayor Rey declared the motion passed.
MOTION
Alderman Naylor motioned to waive first reading and pass Ordinance 2015-003 on
second reading, seconded by Alderman O’Leary.
VOTE
Motion carried on a 5-2-1 roll call vote. Aye: Finucane, Lash, Naylor, O’Leary,
Rey. Nay: Jacobson, Snow. Absent: Baker. Mayor Rey declared the motion passed.
4. Resolution 2015-003 Approving a Conditional Retail Tobacco Store License for
Tangier Hookah Lounge Located at 327 Hillcrest Drive.
Mayor Rey read Resolution 2015-003 by title only.
MOTION
Alderman Naylor motioned to pass Resolution 2015-003, seconded by Alderman
O’Leary.
Economic Development Coordinator Diedrich provided an overview of this item.
Alderman Jacobson commented the City shouldn’t have a law on the books that isn’t
going to be followed.
There was a brief discussion regarding this item.
City Attorney Frieders told Council to advise staff if there was interest in bringing
this topic back to a future meeting for further discussion.
Alderman Finucane stated he would want to visit this ordinance again at a later date.
VOTE
Motion carried on a roll call vote of 7-0-1. Aye: Jacobson, Finucane, Lash,
Snow, Naylor, O’Leary, Rey. Absent: Baker. Mayor Rey declared the motion
passed.
5. Resolution 2015-004 Authorizing the Waiver of Bids and Award of Purchase
Contract to Ten-8 Fire Equipment, Inc. for the Purchase of a 2008 Pierce Quantum
105-Foot Aerial Ladder in the Amount of $420,000.
Regular City Council Meeting Minutes
January 12, 2015
Page 8 of 11
Fire Chief Hicks provided an overview of this item and showed photos of the aerial
ladder truck. The truck is in excellent condition with no rust. If approved, the City
will take possession of the truck in July.
Mayor Rey asked if there was a market for the City’s current ladder truck. Fire
Chief Hicks replied there was; however, the truck had many issues.
Alderman Finucane asked how many hours were on the truck to be purchased. Fire
Chief Hicks replied 4,000.
Alderman Jacobson asked why the truck was being sold. Fire Chief Hicks replied
that the county in Florida that currently owns it is very wealthy and never keeps a
vehicle over eight years.
Alderman Jacobson asked if the crew cab had a heater. Fire Chief Hicks replied it
doesn’t but one would be installed.
Alderman Jacobson asked if there was any equipment the City would need on the
truck that the current owner would not. Fire Chief Hicks replied there wasn’t.
City Manager Gaura stated that Fire Chief Hicks has gone above and beyond looking
for an available ladder truck. There was no market two months ago but, because of
the Chief’s due diligence, he saved the City $220,000.
Alderman Lash thanked and congratulated Fire Chief Hicks for his efforts.
MOTION
Alderman Lash motioned to pass Resolution 2015-004, seconded by Alderman
Snow.
VOTE
Motion carried on a roll call vote of 7-0-1. Aye: Jacobson, Finucane, Lash, Snow,
Naylor, O’Leary, Rey. Absent: Baker. Mayor Rey declared the motion passed.
6. Ordinance 2015-004 Amending Chapter 23 “Unified Development Ordinance
(UDO),” Article 5 “Zoning District Regulations” of the Municipal Code. (First
Reading)
See DISCUSSION shown under Item 9. below.
7. Ordinance 2015-005 Amending Chapter 23 “Unified Development Ordinance
(UDO),” Article 7 “Supplemental District Regulations” of the Municipal Code.
(First Reading)
See DISCUSSION shown under Item 9. below.
Regular City Council Meeting Minutes
January 12, 2015
Page 9 of 11
8. Ordinance 2015-006 Amending Chapter 23 “Unified Development Ordinance
(UDO),” Article 13 “Signs,” Section 13.03 “Prohibited Signs” of the Municipal
Code to Clarify Inconsistencies Within the Remainder of the UDO Regarding
Signage. (First Reading)
See DISCUSSION shown under Item 9. below.
9. Ordinance 2015-007 Amending Chapter 23 “Unified Development Ordinance
(UDO),” Article 19 “Non-Conforming Situations” of the Municipal Code. (First
Reading)
DISCUSSION
Mayor Rey asked Principal Planner Hiland to discuss Ordinances 2015-004, 2015-
005, 2015-006 and 2015-007 at the same time.
Principal Planner Hiland stated the review of these ordinances began last year. The
Planning & Zoning Commission had met several times and realized that some code
amendments were required. Principal Planner Hiland began to discuss the changes
recommended.
Alderman Naylor stated the backup given was hard to follow and asked about the
changes that were being made. Principal Planner Hiland stated some have incidental
reasons and that the Planning & Zoning Commission had spent a tremendous amount
of time going over each item.
City Manager Gaura asked if these items were too comprehensive to discuss during
one meeting.
City Attorney Frieders stated that some regulations were based on updates to the
City’s municipal code based on City experience to date.
MOTION
Alderman Jacobson stated that it was difficult to consider all of the changes at once
and motioned to move each item to separate Committee of the Whole meetings for
further discussion. Motion seconded by Alderman O’Leary.
Mayor Rey asked that each item be prioritized. City Manager Gaura stated that she
would discuss the items with senior staff and bring each one back to separate
Committee of the Whole meetings.
Alderman Naylor asked for a simplified view of the changes.
Alderman Jacobson asked for photo overlays of the business district for Council to
review.
Regular City Council Meeting Minutes
January 12, 2015
Page 10 of 11
VOTE
Motion carried on a roll call vote of 7-0-1. Aye: Jacobson, Finucane, Lash, Snow,
Naylor, O’Leary, Rey. Absent: Baker. Mayor Rey declared the motion passed.
H. NEW OR UNFINISHED BUSINESS
There was no new or unfinished business.
I. REPORTS – COMMUNICATIONS
Alderman Jacobson thanked Public Works for a great job keeping the City’s streets plowed
and salted.
Alderman Finucane complimented Principal Planner Hiland regarding the University Village
meeting he put together.
Alderman Lash thanked Public Works for keeping the roads cleared during winter weather.
Alderman Lash also thanked Principal Planner Hiland and City Attorney Frieders for their
participation at the University Village meeting at Westminster Presbyterian Church.
Alderman Snow had no report.
Alderman Naylor congratulated the NIU Huskies on a great year, thanked Public Works for
their efforts in clearing the City’s roads, congratulated Fire Chief Hicks on the ladder truck
purchase and thanked him for saving the City money, and stated he appreciated the reverse
911 call regarding snow routes.
Alderman O’Leary wished everyone a happy new year and expressed her appreciation for the
reverse 911 call regarding snow routes.
Mayor Rey reported he was happy to see full staffing in senior management and congratulated
City Manager Gaura. Mayor Rey also stated he had received a call from a citizen asking how
they would unsubscribe from CodeRED. Fire Chief Hicks replied that citizens could contact
the Fire Department for assistance.
City Manager Gaura mentioned the University Village meeting stating that even though the
weather was very cold, after speaking with stakeholders, it was decided to not cancel. The
meeting received a great turn out and was videotaped. The video can be seen under the
“What’s New” section of the City’s website. City Manager Gaura informed Council that
Diana Robinson of the Center for Governmental Studies would be at the January 26, 2015
Committee of the Whole meeting to provide an update of the Strategic Plan.
City Attorney Frieders had no report.
Assistant City Manager Hoppenstedt stated she was glad to be here and looks forward to
working with everyone.
Regular City Council Meeting Minutes
January 12, 2015
Page 11 of 11
Police Chief Lowery reported that two City police officers attended the funeral of the officer
shot in New York. Further, 118 officers were killed last year by gunfire.
Finance Director Haley had no report.
Fire Chief Hicks thanked the fire and police departments for their hard work during a
downtown fire incident, and thanked Council for their approval of the ladder truck purchase.
Community Development Director Divita had no report.
Public Works Director Moore thanked Council for their kind words regarding snow removal,
reminded citizens to not pass snow plows and be sure to dig out their mailboxes. Public
Works Director Moore also reminded citizens that this is the season for water main breaks.
Citizens should call Public Works during business hours or the police department’s non-
emergency number after business hours.
J. RECESS FOR EXECUTIVE SESSION
MOTION
Alderman Finucane motioned to hold an executive session to discuss the following,
seconded by Alderman Snow:
1. Personnel as Provided for in 5 ILCS 120/2(c)(1).
2. Purchase or Lease of Real Property as Provided for in 5 ILCS 120/2(c)(5).
3. Pending or Imminent Litigation as Provided for in 5 ILCS 120/2(c)(11).
Motion carried on a roll call vote of 7-0-1. Aye: Jacobson, Finucane, Lash, Snow, Naylor,
O’Leary, Rey. Absent: Baker. Mayor Rey declared the motion passed.
Mayor Rey closed the meeting to the public at 8:23 p.m.
Mayor Rey opened the meeting to the public at 9:27 p.m.
K. ADJOURNMENT
MOTION
Alderman Jacobson moved to adjourn the meeting; seconded by Alderman Lash. Motion
carried on voice vote. Mayor Rey declared the meeting adjourned at 9:28 p.m.
__________________________________________
RUTH A. SCOTT, Deputy City Clerk
Approved by City Council
February 9, 2015
Agenda
AGENDA
Committee of the Whole Meeting
January 12, 2015
5:00 p.m.
A. Roll Call
B. Items Also on the Regular Agenda
C. Considerations
1. Great Lakes Economic Development Agreement
D. Recess for Executive Session of the City Council
1. Approval to Hold an Executive Session to Discuss Personnel as Provided for
in 5 ILCS 120/2(c)(1).
2. Approval to Hold an Executive Session to Discuss Purchase or Lease of
Real Property as Provided for in 5 ILCS 120/2(c)(5).
3. Approval to Hold an Executive Session to Discuss Pending or Imminent
Litigation as Provided for in 5 ILCS 120/2(c)(11).
E. Adjournment
DATE: January 7, 2015
TO: Honorable Mayor John Rey
City Council
FROM: Anne Marie Gaura, City Manager
Ellen Divita, Community Development Director
Dean Frieders, City Attorney
SUBJECT: Discussion of Great Lakes LLC Incentives Agreement
STRATEGIC
GOAL: Ensure a Financially Stable, Sustainable, and Professional City Government
I. Summary
The City was contacted, via former Economic Development Consultant Roger Hopkins,
by Dr. Thomas McPeak of Barnwell Consulting LLC in Atlanta Georgia. Dr. McPeak seeks
a northern Illinois municipality interested in developing a long-term agreement to extend
financial incentives for companies that would locate in the City and engage in taxable
internet sales in compliance with Illinois law.
The draft agreement before Council this evening for consideration was drafted by Great
Lakes Economic Development (GLED), with modifications by City of DeKalb staff and
City legal counsel. The Council is asked to meet Dr. McPeak, consider the request, and
determine if they would like to enter into the agreement with GLED. Dr. McPeak will be
present to answer any questions.
II. Background
Technology continues to impact business practices, including where a company can
consider an order “to be accepted.” Fax machines, emails, and the internet have made it
possible for business to be concluded miles away from a physical storefront location.
These changes in technology have also had an impact on the generation and assessment of
sales taxes associated with retail sales. While sales occurring in person at a brick and
mortar store are relatively simple to assign to a physical location, when an online
transaction occurs with the buyer and seller at different locations, and often with the
product shipping from a third distinct location, the tax consequences have historically not
been as clear.
The Federal government continues to debate the issue via proposed Federal legislation
known as the “Marketplace Fairness Act.” At this point, that legislation does not appear
likely to be passed in the immediate future. There has also been a lengthy debate in Illinois.
Illinois has not joined the 24 states who have agreed to uniform “streamlined sales and use
tax agreement” for collection of sales tax. (http://marketplacefairness.org/compliance/)
The streamlined process applies to online sellers with more than $1,000,000 in remote sales
(sales to customers in states where the seller does not already have a physical presence),
but only in states which have adopted that agreement as law.
Recently, the Illinois Department of Revenue adopted revised regulations that provide
guidance to retailers to determine what local taxes they incur based upon the location where
they are engaged in the business of selling tangible personal property and regarding the
fashion in which online sales are taxed.
In 2014, Illinois adopted a five-factor test, and if an office location “receiving” online sales
satisfies at least three of the five factors, the sales taxes associated with the online sale
accrue to that location. The five factors are:
1) Where sales persons who solicit the orders are located.
2) Where the seller takes action to accept the sale.
3) Where payment is tendered and received or where invoices are sent from.
4) Where tangible inventory is located.
5) Where the seller’s headquarters is located.
In regards to internet sales (retail sales transactions consummated online), if a retailer does
not have a physical location within Illinois, an individual consumer is technically required
to declare a use tax on purchases when they complete their annual income tax, but the
retailer is not obligated to collect the tax. This changes if a retailer has a physical location
within the state. If an online retailer opens a physical office within a city which meets at
least three of the five standards noted above, and routes all online orders from within that
state to their physical office and receives payment at that office, that physical office may
be the place where the orders are deemed to originate from, and the sales tax accruing from
those orders may be deemed to be payable in that city.
Dr. McPeak works with high volume internet retailers who seek an arrangement to locate
a qualifying enterprise in the City with a portion of the sales tax coming back to the
company as an incentive. This raises a philosophical question regarding to what extent
the Council believes it is appropriate to incentivize private enterprise with the sales
tax dollars that are, at the time of receipt, public dollars.
Dr. McPeak has not identified his client list. The agreement attached hereto for
consideration would create a platform for the City Council to consider approval of future
requests on a client-by-client basis, with the City having the absolute right to approve or
reject such individual client requests. City staff believes that the City should consider
potential agreements that would relate to online-generated sales only, as will be more fully
described below. This is, however, a policy consideration for the City Council.
Page |2
Note, the proposed agreement, as written, does not obligate the City to pay the proposed
developer anything. City liability for payments, if any, would be determined in future
agreements with individual, identifiable clients. Working with legal counsel, the
agreement originally proposed was modified to include indemnification for the City in
event of a legal challenge, and a City approval process for individual agreements with
prospective clients. The process would begin with a written proposal to the City containing:
1) The Client’s name and a description of its business.
2) The Client’s proposed site within the City of DeKalb or a description of
the proposed specifications for such site.
3) The Client’s projected number of employees and a description of the
nature of operations to be completed at the site.
4) The location of any other Client facilities within the state.
5) A financial forecast including an estimate of likely taxable online sales to
be generated, based upon reliable information acceptable to the City.
6) A description of the fashion in which the proposed operation complies
with the applicable Illinois statutes and regulations regarding the origin of
sales and location where sales taxes are due.
7) Such other information as the City shall request.
The City would have the sole and exclusive right to accept or reject any retail Client
presented by Company, after approval of this original agreement, and has no obligation for
any payment unless, and until:
1) The City Council approved a client proposal by resolution.
2) The client company met all terms of the agreement. Such terms would
include a description of the incentive including projections and percentage of
City Sales tax to be rebated as an incentive
3) Funds are actually received by the City.
4) Final payments would be withheld until final reconciliation was done.
5) An annual affidavit of compliance would be files indicating no changes in
manner of company operation, per the agreement.
Also, all client operations contemplated to occur within the City would fully comply with
Illinois Department of Revenue Regulations Title 86, Part 270, Section 270.115 for
consummation of sales within City, as amended from time to time and all parties would be
required to comply with the terms and provisions of any and all statutes and regulations
issued by the State Department of Revenue that apply to such activities.
III. Community Groups/Interested Parties Contacted
In researching this request, City staff spoke with the Illinois Department of Revenue and
representatives of the City of Frisco, Texas who have entered into an agreement with
companies brought by this developer. Staff has also researched similar agreements in other
states, and has researched experiences that municipalities have had with sales tax
agreements of this nature.
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IV. Legal Impact
Requests for assistance would need to be reviewed on a case-by-case basis with an
agreement written for each of GLED clients for which the City Council agrees is a suitable
arrangement. Agreements would need to conform to Illinois law overseeing such
arrangements. However, even if a rebate agreement is properly crafted and the incentivized
facility locates in the City and complies with the state regulations on online sales, the
agreements pose the potential for a legal challenge to be brought against the City or the
agreement.
To be clear, staff would not recommend any arrangement where the City would be drawing
sales taxes away from physical store locations in other communities (i.e., brick and mortar
stores), and the GLED-proposal is completely unlike the Sycamore sales tax rebates
pertaining to aviation fuel sales. The Sycamore arrangement does not include internet
purchases but City staff does have concerns. Under current state law, for those online sales
that are taxed, 30% of the taxes that are imposed (in the absence of a sales tax ‘anchor’ as
contemplated above) are paid to the City of Chicago and the Regional Transit Authority
(RTA). The RTA is the body that has filed suit to challenge the Sycamore sales tax rebate
agreement.
Because of the potential for a legal challenge, staff believes that it is critical that any
incentive agreement include an obligation that the City have a legal defense provided by
all parties to the agreement, including the ultimate client. That would be a requirement of
the draft agreement, and also of any future individual client agreements. It should be noted
that staff has had extensive discussion with the Illinois Department of Revenue regarding
arrangements of this nature, and the Department of Revenue has indicated that an
arrangement of this nature appears to comply with Illinois law and its regulations.
V. Financial Impact
Based on Dr. McPeak’s experience with his clients in California and Texas, this agreement
this could generate over $500,000 of sales tax revenues per year, per client. The City has
contacted Frisco, Texas who reports that using a similar agreement (under their
corresponding state law), their revenue experience has been consistent with these
projections. Actual projections would be known at such time that an actual client proposal
is brought to the City.
VI. Options
As noted above this is a philosophical and policy decision for the City Council to make.
The Council may choose to:
1) Reject approval of the agreement, determining they are not comfortable with an
incentive proposal of this nature.
2) Approve the agreement, recognizing that such approval does not obligate the City to
an incentive. Individual incentive requests would be considered on a case-by-case
basis in the future.
Page |4
3) Recommend amendments to the agreement.
4) Withhold approval of this agreement, and indicate to the developer that individual
proposed client agreements should be brought forward on a case by case basis.
VII. Recommendation
Dr. McPeak will be at the meeting to discuss his proposal with the City Council during the
Committee of the Whole. Staff seeks direction from the City Council regarding the
underlying policy considerations at issue here.
Page |5
ECONOMIC DEVELOPMENT AGREEMENT
BETWEEN THE CITY OF DEKALB AND
GREAT LAKES ECONOMIC DEVELOPMENT, LLC
This Agreement is by and between the city of DeKalb (“City”), an Illinois Home Rule
Municipal Corporation, and Great Lakes Economic Development, LLC (referred to
hereinafter as “Company”), a Delaware Limited Liability Company with offices at 3475
Lenox Road, Suite 650, Atlanta, Georgia 30326, (collectively “Parties”).
PREAMBLE
Whereas, City is a Home Rule Illinois Municipal Corporation under and by virtue of the
Constitution and the laws of the State of Illinois; and
Whereas, City desires to increase the number of retail businesses in DeKalb that generate
Retailer’s Occupation Tax by engaging in taxable, online sales; and
Whereas, Company is a consulting and business services firm that assists companies
(“Clients”) in building businesses with significant Illinois online retail sales, through
merger, acquisition or otherwise; and
Whereas, Company and City will enter into contracts (referred to hereinafter as “Location
Agreements”) with Clients, for twenty-five (25) year terms, to pay a negotiated
inducement to locate taxable Client operations engaged in online retail activities in the
City; and
Whereas, the attraction of new retail businesses to DeKalb will stimulate local
commercial activity, and the increase in the Retailer’s Occupation Tax derived therefrom
will enhance the tax base and the economic vitality of the City; and
Whereas, under this Agreement City will retain a portion of new tax revenue generated
from online sales made by Clients; and
Whereas, as an economic incentive for Client to locate its business in DeKalb, Company
and City have agreed to share in the benefits realized by City as a result of the Clients’
new online sales that generate local sales taxes within the City; and
Whereas, the City is entering into this Agreement in the exercise of its Home Rule and
other powers and authority.
NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, THE
RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, IT
IS AGREED AS FOLLOWS:
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SECTION 1. INCORPORATION OF PREAMBLE AND EXHIBITS
The Preamble to this Agreement is hereby declared to be the findings of the Parties and
said Preamble is fully incorporated herein as if fully set forth in this Section 1.
SECTION 2. CITY APPROVAL PROCESS FOR CLIENTS
a) For the Company to request that the City approve of a Client, the Company and
Client shall submit a written proposal to the City, which proposal shall include the
following information:
1) The Client’s name and a description of its business;
2) The Client’s proposed site within the City of DeKalb or a description of
the proposed specifications for such site;
3) The Client’s projected number of employees and a description of the
nature of operations to be completed at the site;
4) The location of any other Client facilities within the state;
5) A financial forecast including an estimate of likely taxable online sales to
be generated, based upon reliable information acceptable to the City;
6) A description of the fashion in which the proposed operation complies
with the applicable Illinois statutes and regulations regarding the origin of
sales and location where sales taxes are due; and,
7) Such other information as the City shall request.
b) The City has sole and exclusive right to accept or reject any retail Client presented
by Company, after approval of this Agreement, and has no obligation for any payment
unless and until:
1) Company and Client have submitted a written proposal to the City in
accordance herewith;
2) The City Council has approved such Client proposal by resolution;
3) The City, Company and Client have entered into a mutually acceptable
agreement defining the relationship between the parties which identifies
the City as the sole municipality with whom the Client shall contract with,
within the State of Illinois, for the term of the agreement;
4) Client has located a qualifying enterprise within the City, has obtained a
final certificate of occupancy and commenced operations at such
enterprise, and has generated local sales tax revenue from online sales;
5) The City has received such local share of sales tax revenue along with all
documentation contemplated herein; and,
6) The City has confirmed that all parties are acting in conformity with the
terms of this Agreement and the subsequent three-party agreement.
All Client operations contemplated to occur within the City shall fully comply with
Illinois Department of Revenue Regulations Title 86, Part 270, Section 270.115 for
consummation of sales within City, as amended from time to time. The Parties
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acknowledge that any sales contemplated for benefits under this Agreement will not
include any Client locations that are generally open to the public (otherwise known as
brick and mortar facilities), nor from any facility that solicits or permits in-person sales.
In the event that Company or Client proposes a hybrid facility offering both online and
in-person sales, the facility shall only be subject to approval after acceptance of a
mechanism for differentiating between online and in-person sales in the tax returns
generated by the facility (with only the former being eligible for potential rebate).
SECTION 3. COMPLIANCE WITH APPLICABLE LAWS
Client shall conduct all of its activities within City in such a manner that they will at all
times comply with the terms and provisions of any and all statutes and regulations issued
by IDOR that apply to such activities. Neither Company nor Client shall relocate a
business in a fashion that violates Illinois law or regulation, or otherwise take action in
contravention of applicable laws.
SECTION 4. PROCESS FOR REBATE PAYMENTS
A. The parties agree that any disbursements by City to Company shall be based
upon:
1) The monthly Illinois Retailers’ Occupation Tax (“Sales Tax”)
returns submitted by Company’s Client to the Illinois Department of
Revenue (hereinafter “IDOR”), a copy of which shall also be filed with
the City on a monthly basis; and,
2) The report provided to City by IDOR (currently provided three
times a year) showing sales tax revenues allocated to the City and
attributable to Client operations within City from the facility engaged in
online, taxable, retail sales.
Company shall cause Client to provide the City with Client’s Illinois Business
Tax Number (IBT Number) and site location code for all Client facilities located
within the City and a delineation of the identity of each such facility. If required
by IDOR, Company shall also cause Client to provide an appropriate
authorization addressed to and in a form satisfactory to IDOR authorizing IDOR
to release to City all gross revenue and Sales Tax information submitted by Client
to IDOR.
B. Three times per year and after receipt of: 1) the local sales tax revenue; 2) the
above-described monthly Client tax return; and, 3) the IDOR-issued report of
Client activities from the State, the City shall disburse to Company a negotiated
portion of the local share of sales taxes attributable to taxable, online retail sales
made within City by Client, which are actually received by the City.
C. In the event that any copies of tax returns which have been submitted to City are
amended by Client, Company agrees to promptly forward or cause to be
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forwarded a photocopy of such amended tax returns to the City, clearly
identifying them as an amendment of tax returns previously submitted to the City.
Any adjustment of rebate payments associated with an amended return shall be
made once the prerequisites described in subsection 4(A) above are satisfied
relative to the amended return. In the event that an amended return results in a
refund or reduction of sales tax liability for Client, the City/Company/Client
agreement shall provide for a payment adjustment and refund mechanism
whereby the City is made whole for any change in sales tax receipts generated by
the amended return.
D. Nothing in this Agreement shall be construed to create an obligation or guarantee
on the part of Client as to City’s quarterly or yearly distribution amount.
SECTION 5. AUDIT – RECONCILIATION
Each incentive payment by City to Company shall be accompanied by a statement
executed by the City Finance Director or designee, setting forth the calculations of such
payment. Company shall have thirty (30) days following the receipt of said payment to
notify City in writing of any discrepancy in information contained in said statements or
other objection of any form. City will work in good faith with Company to resolve
inconsistencies between (1) information contained in IDOR forms submitted to IDOR by
Client, and information contained in quarterly or other report provided to City by IDOR
showing sales tax allocated to City attributable to Client operations within City.
If City agrees that the amounts paid to Company were less or more that the amounts that
should have been paid to Company and such discrepancy is due to an error on the part of
the City, either City shall pay to Company the balance of such amounts due at the time of
the next payment by virtue of a credit or additional payment.
If City agrees that the amounts paid to Company were less or more than the amounts that
should have been paid to Company and such discrepancy is due to an error on the part of
IDOR or any other party, the City shall work with Company and Client to resolve such
error, but the City shall not be liable for payment of any sums unless and until IDOR or
the third party has corrected the error and the prerequisites of Section 4(A) have been
satisfied with regard to any amount paid or withheld in error.
SECTION 6. CONFIDENTIALITY
The parties acknowledge that the information contained in any tax return and report
made by Company’s Client is confidential information proprietary to Company and its
Client and agree that to the fullest extent permitted by law, all documents, including tax
returns, and information provided to City, its agents and representatives, pursuant to or
with regard to the provisions of this Agreement, shall be confidential. If the City
receives a request to release such information, the City will make best efforts to advise
the company of such requests. The City will release information required by State or
local laws and regulations, and will make efforts to redact confidential information
4
prohibited from release. The City may release confidential information when directed
by a court of competent jurisdiction or when required by applicable law.
SECTION 7. TERM
This Agreement will remain in full force for ten (10) years beginning with the Effective
Date. This Agreement may be renewed by mutual agreement, and shall terminate if
required due to any change in applicable laws or regulations.
SECTION 8. REMEDIES
In the event of a breach of this Agreement, the Parties agree that the Party alleged to be in
breach shall have thirty (30) days after written notice of said breach to correct the same
prior to the non-breaching Party’s seeking of any remedy provided for herein. Upon a
breach of this Agreement and the following the expiration of the cure period described
above, the non-breaching party may take whatever action at law or in equity as may
appear necessary or desirable to enforce performance and observance of any obligation
set forth in 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, upon any other Party imposed, 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.
SECTION 9. LIABILITY
The sole source of funds for payments to either Party under this Agreement shall be funds
which consist of that portion of the Sales Taxes solely generated from sales by
Company’s Client(s) in City which are paid from the Local Governmental Tax Fund to
the City, and only to be paid after City receives Local Share from IDOR. Company may
not compel any exercise of taxing authority by the City to make payments provided for
hereunder. The provisions of this Agreement do not constitute indebtedness or a loan of
credit of either Party within the meaning of any constitutional or statutory provision.
SECTION 10. APPROPRIATIONS/BUDGET
To the extent required by law, for each year during the term of this Agreement, City
hereby agrees that it will budget for and appropriate funds necessary to satisfy its
obligations hereunder. Such appropriate shall be a part of City’s annual appropriations
ordinance, adopted in accordance with 65 ILCS 5/8-11-20, or as a party of City’s annual
budget adopted in accordance with 65 ILCS 5/8-11-20, as the case may be. City shall
make any appropriation necessary for the year that the Agreement is entered into by
means of a supplemental appropriation under 65 ILCS 5/8-11-20, if any is necessary. All
references to provisions in 65 ILCS 5/8-11-20 are to provisions as in effect now and as
hereafter amended.
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SECTION 11. DEFENSE AND INDEMNIFICATION
A. Covered Claims: Any lawsuit or other legal proceeding which raises a
challenge: 1) to the terms of this Agreement or any subsequent agreement between
the City, Company and any approved Client that arises by virtue of this Agreement;
2) to the fashion in which sales taxes are calculated, reported, collected or paid by or
to any party under this Agreement or subsequent Agreements; 3) to the fashion in
which the taxes associated with any transaction or series of transactions are taxed or
the identity of the party to whom the local share of such taxes is paid; 4) to the
determination or claim as to whether such sales are subject to local sales taxes, state
sales taxes, use taxes or any other form of tax associated with the sale of tangible
products; or, 5) that otherwise alleges or seeks a judicial or administrative
determination that any component of this Agreement or any subsequent agreement
between the City, Company and any approved Client is for any reason unlawful,
unenforceable or has damaged any party, shall be deemed a Covered Claim. The
Parties acknowledge that it is their intention to define Covered Claims in the most
expansive fashion permitted by law.
B. Defense: Company shall at its sole and exclusive cost, provide legal counsel
acceptable to the City and shall defend the City (and its elected officials and
employees) from any Covered Claims, without limitation, and shall participate in
good faith in such defense. The City shall also participate in good faith in such
defense, but shall not be obligated to contribute towards any defense costs, it being
acknowledged that the Company shall bear sole responsibility for such costs (subject
to the provisions of subsection 12(D) below). No claim shall be settled or
compromised without the express, written consent of the City.
C. Indemnification: Company shall indemnify and hold harmless the City (and
its elected officials and employees) from any Covered Claim or any other claim
arising out of or relating to the performance of this Agreement or any subsequent
agreement between the City, Company and Client.
D. Joint and Several Liability: Any subsequent agreement entered into by the City
with Company and an approved Client shall require that the Company and Client jointly
and severally undertake the defense and indemnification obligations contemplated herein,
without limitation, setoff, or restriction.
SECTION 13. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the law of the
State of Illinois.
SECTION 14. AMENDMENT
This Agreement may be amended only by the mutual consent of the Parties, or their
successors and assigns, by a written instrument specifically referencing this Agreement.
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SECTION 15. NOTICES
All notices, elections and other communications between the Parties shall be in writing
and shall be mailed by certified mail, return receipt requested, postage prepaid, or
delivered personally, to the Parties at the following addresses, or at such other addresses
as the Parties may by notice designate:
If to the City: City of DeKalb
Attention: City Manager
200 S. Fourth Street
DeKalb, Illinois 60115
With copy to: City of DeKalb
Attention: Finance Director
200 S. Fourth Street
DeKalb, Illinois 60115
And: City of DeKalb
Attention: City Clerk
200 S. Fourth Street
DeKalb, Illinois 60115
And
If Company: Great Lakes Economic Development, LLC
Attention: President
3475 Lenox Road, Suite 650
Atlanta, Georgia 30326
Notices shall be deemed received on the fourth business day following deposit in the U.S.
Mail, if given by certified mail as aforesaid, and upon receipt or refusal, if personally
delivered.
SECTION 16. EFFECTIVE DATE
This Agreement shall be effective as of the date last of Parties signs.
SECTION 17. MUTUAL ASSISTANCE AND CONSENTS
The Parties agree to do all things necessary or appropriate to carry out the terms and
provision of this Agreement and to aid and assist each other in carrying out the terms of
this Agreement. In the event that any Party to this Agreement is required to grant its
consent or approval to the other Party to this Agreement in connection with any of the
terms and provisions of this Agreement, such consent or approval shall not be
unreasonably withheld.
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SECTION 18. SEVERABILITY
If any provision, covenant or portion of this Agreement is held invalid, such invalidity
shall not affect the application or validity of any other provisions, covenants or portions
of this Agreement.
SECTION 19. ENTIRE AGREEMENT
This Agreement supersedes all prior agreements, negotiations and exhibits and is a full
integration of the entire agreement of the Parties.
SECTION 20. BINDING EFFECT
This Agreement shall be binding upon and inure to the benefit of the Parties and their
successors and assigns. Provided, however, that without the consent of the City, which
shall not be unreasonably withheld, Company may not sell, assign or otherwise transfer
its interest in this Agreement in whole or in part other than in connection with a transfer
of all or part of the business of Company to which it pertains.
SECTION 21. APPROVALS
The City hereby represents that it has obtained all authorizations and approvals,
including, without limitation, the enactment of ordinances and resolutions, if applicable,
which are necessary to enable the City to comply with the terms and provisions of this
Agreement and perform its obligations hereunder.
(SIGNATURE PAGE FOLLOWS)
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SIGNATURE PAGE
IN WITNESS WHEREOF, the Parties have executed this Agreement this ____ day of
October, 2014.
City of DeKalb, an Illinois Home
Rule Municipal Corporation
By: __________________________
Its Mayor
ATTEST:
________________________
City Clerk
Great Lakes Economic
Development, LLC, a Delaware
Limited Liability Company
By: __________________________
Member
By: __________________________
Member
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