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Home My WebLink Aboutpre-development agreement; cbfc; bears VILLAGE OF ARLINGTON HEIGHTS RESOLUTION NO. I 20ZZ0�V A RESOLUTION APPROVING A PRE-DEVELOPMENT AGREEMENT WITH CBFC DEVELOPMENT,LLC WHEREAS,the Village of Arlington Heights has worked with CBFC Development,LLC to develop a pre- development agreement for the real property consisting of 326 acres,bounded generally by Wilke Road to the east, Euclid Avenue to the south,Rohlwing Road and Illinois Route 53 to the west and Northwest Highway to the north, formerly known as the Arlington International Racecourse; and WHEREAS,the purpose of said pre-development agreement("Agreemenf')is to establish mutually agreed upon framework and goals for the development of the property without creating irrevocable commitments; and WHEREAS,the Village President and Board of Trustees have determined that entering into the Agreement with CBFC Development,LLC, will serve and be in the best interest of the Village, NOW,THEREFORE,BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF ARLINGTON HEIGHTS, COOK COUNTY, ILLINOIS, as follows: SECTION 1.RECITALS.The facts and statements contained in the preamble to this Resolution are found to be true and correct and are hereby adopted as part of this Resolution. SECTION 2. APPROVAL OF AGREEMENT. The Agreement by and between the Village and CBFC Development,LLC,a true and correct copy of which is attached hereto,be and the same is hereby approved. SECTION 3. EXECUTION OF AGREEMENT. The Village President and the Village Clerk are hereby authorized and directed to execute and attest, on behalf of the Village, the Agreement upon receipt by the Village Clerk of at least one original copy of the Agreement executed by CBFC Development, LLC, provided, however, that if the executed copy of the Agreement is not received by the Village Clerk within 60 days after the effective date of this Resolution, then this authority to execute and attest will, at the option of the President and Board of Trustees, be null and void. SECTION 4.EFFECTIVE DATE.This Resolution will be in full force and effect from and after its passage and approval as provided by law. [SIGNATURE PAGE FOLLOWS] AYES: BERTUCCI, TINAGLIA, SCHWINGBECK, GRASSE, SCALETTA, BALDINO, CANTY, LABEDZ, HAYES NAYS: NONE PASSED AND APPROVED this 71h day of November, 2022. 61vvlaK 4j. mil. Village President ATTEST: Village Clerk PRE-DEVELOPMENT AGREEMENT BY AND BETWEEN THE VILLAGE OF ARLINGTON HEIGHTS AND CBFC DEVELOPMENTS ILLC THIS PRE-DEVELOPMENT AGREEMENT ("Agreement's, is made and entered into as of this 7th day of November, 2022, by and between the VILLAGE OF ARLINGTON HEIGHTS, an Illinois municipal corporation ("Village's and CBFC DEVELOPMENT, LLC, an Illinois limited liability company ("CBFC' . IN CONSIDERATION OF, and in reliance upon, the recitals and the mutual covenants set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Village and CBFC mutually agree as follows: SECTION 1. RECITALS. A. CBFC is the contract purchaser of the real property consisting of approximately 326 acres, bounded generally by Wilke Road to the east, Euclid Avenue to the south, Rohlwing Road and Illinois Route 53 to the west, and Northwest Highway to the north ("Property'). B. Between 1927 and 2021, the Property was improved with, and used for, the Arlington International Racecourse, an internationally-renowned horse racing facility. C. CBFC is an affiliate of the Chicago Bears Football Club, Inc., which owns and operates the Chicago Bears professional football team, a charter member of the National Football League ("NFL"). D. CBFC is exploring plans for the redevelopment of the Property with a mixed-use transit-oriented development, to be comprised of several buildings, including an enclosed NFL quality football stadium, and other buildings to be used for entertainment and hospitality uses, which may include one or more hotels, other commercial and retail uses, a fitness center, a sportsbook facility, a hall of fame, a performance venue, restaurants, and residences, along with open space, parks, other compatible uses and improvements, and sufficient utilities, and which also will entail the demolition of the existing horse racing facilities and buildings on the Property (collectively, the "Project'. E. The Village is a home rule unit of government in accordance with Article VII, Section 6, of the 1970 Illinois Constitution. The Village has the authority, pursuant to the laws of the State of Illinois, to promote the health, safety and welfare of the Village and its inhabitants, to prevent the presence of blight, to encourage private development in order to enhance the local tax base, to promote additional tax revenue realization by the Village, to foster increased economic activity within the Village, to increase employment opportunities within the Village, and to enter into contractual agreements with third parties for the purpose of achieving the aforesaid purposes, and to otherwise further the best interests of the Village. F. The Village desires that the Property be redeveloped comprehensively and cohesively with structures and buildings that will serve as a regional destination that will both generate revenues for the Village and benefit the Village's current and future residents, while reflecting and continuing the historic importance and renown of the Property during its former use as the Arlington International Racecourse. G. The Village anticipates that the whole Project, if designed, planned, and constructed appropriately, has the potential to generate additional new tax revenue in excess of {00127877.9) 1 any anticipated one-time or ongoing public costs that it may incur in connection with the Project, generating a net fiscal and economic benefit to the community and the region. H. The Project is a complex undertaking that requires partnerships among several stakeholders to establish a master development plan that will be implemented over time. The feasibility and success of these partnerships and the Project are dependent on an agreement that addresses many complex issues, including comprehensive land and utility planning, zoning and land use regulation, infrastructure requirements, and financial feasibility. I. In that spirit, the Village and CBFC have determined that it is in their mutual best interests to cooperate and collaborate on the exploration of the redevelopment of the Property with the Project, and desire to enter into this Agreement to identify the several actions necessary to fully design and plan for, and implement, the Project, all in a manner that protects and enhances the Village and the surrounding community. SECTION 2. STATEMENT OF COOPERATION, The Village and CBFC each declare their interest in redeveloping the Property with improvements including a stadium capable of hosting NFL games and other sporting and entertainment events, as part of a mixed-use transit-oriented development for the entire Property, in accordance with the Project and this Agreement. The Village and CBFC each pledge to cooperate in good faith with each other and with all other stakeholders to take all reasonable steps toward the full design and implementation of the Project, as set forth in this Agreement. SECTION 3. PURPOSE AND IMPACT OF AGREEMENT. A. Statement of Purpose. This Agreement represents a statement of mutual cooperation of the Parties for the development of the Property for the Project. This Agreement sets forth the Parties' mutual understanding, and current plans for the pursuit and completion, of all tasks and actions that will be necessary for the Project to come to fruition. Accordingly, the purpose of this Agreement is to serve as a "roadmap" for the further preparation of plans necessary for the Project and the establishment of all necessary governmental approvals for the Project. The Parties recognize and agree that this Agreement is the first of many agreements and contracts that will be necessary to properly and fully implement the Project. B. Failure to Act.This Agreement is not to be deemed or interpreted as an obligation on either Party to take any actions, or to refrain from any actions, with respect to the Project. Neither Party is or will be under any obligation to act in any way contemplated by, or to exercise any of the rights granted to it in, this Agreement. Further, neither Party will be liable to the other Party for the failure to take any action contemplated by this Agreement. C. Termination. Either Party may terminate this Agreement at any time, for any reason, upon the provision of advance written notice to the other Party. SECTION 4. COMMUNITY BENEFITS AGREEMENT. The Parties mutually recognize that, given its size and scope, the Project will both generate many positive impacts for the Village and the surrounding community, and simultaneously present challenges for the Village and the community. The Parties are committed to harnessing the benefits of the Project while also working cooperatively, with each other and with the residents, property owners, and businesses of Arlington Heights and its surrounding {00127877.9) 2 region to mitigate any challenges posed by the Project. To those ends, the Parties agree to cooperate in good faith to identify community needs and issues, to negotiate in good faith the community benefits that address those community needs and issues, and to incorporate those benefits into a future agreement or agreements between the Parties, all to best enhance and protect the Village and its residents while also preserving the viability and success of the Project. SECTION 6. CONCEPTUAL SITE PLAN. A. Conceptual Site Plan.The Parties agree that the conceptual site plan attached to this Agreement as Exhibit A ("Conceptual Site Plan' is reflective of shared, broad goals for the development of the Project on the Property. B. Study and Refinement. The Parties acknowledge and agree that the Conceptual Site Plan has not been, and must be, carefully and fully evaluated to ascertain the feasibility and impacts of proposed Project on the Village and surrounding communities, including, without limitation: (1) vehicular and pedestrian traffic impacts, and the feasibility of traffic management in the area of the Property; (2) the economic feasibility of the Project for CBFC; (3) the economic impacts and benefits of the Project to the Village and to other local governments that serve the Village; and (4) other impacts on the community that may be caused by the Project, including environmental, stormwater, and related concerns. The Parties agree to cooperate in good faith to refine and modify the Conceptual Site Plan, as appropriate, to reflect the results of the evaluative studies that the Parties will conduct, and to reflect Village and public input regarding the Conceptual Site Plan specifically, and the Project generally. SECTION 6. AMENDMENT OF VILLAGE COMPREHENSIVE PLAN. A. Review and Consideration by Village. The Village's existing 2015 Comprehensive Plan contemplates a mixed-use development of the Property, but does not contemplate the development of an NFL stadium specifically or the Project generally. Given the importance of the Property to the Village and the surrounding community, the Village agrees to review and consider the adoption of amendments to its 2015 Comprehensive Plan that will allow the development of the Project in a manner generally consistent with the Conceptual Site Plan ("Proposed Comprehensive Plan Amendment'. The Village agrees to consider the Proposed Comprehensive Plan Amendment in a timely manner and in accordance with the procedure required by law. If adopted by the Village, the Proposed Comprehensive Plan Amendment will become part of the Comprehensive Plan, and will serve as an updated roadmap for the development of the Property for the Project. B. Content of Proposed Comprehensive Plan Amendment. The Proposed Comprehensive Plan Amendment must be in a form acceptable to the Village, and must include, without limitation: (1) a preliminary traffic and parking analysis for the Project; (2) a preliminary analysis of the infrastructural requirements of, and needs for, the Project; and (3) a preliminary analysis of the impact on, and need for, Village services in connection with the completed Project. The Village agrees to cooperate in good faith with CBFC with respect to the specific content of the Proposed Comprehensive Plan Amendment. SECTION 7. ADOPTION OF VILLAGE ZONING REGULATIONS. A. Review and Consideration by Village. If and after the Village Board of Trustees adopts the Proposed Comprehensive Plan Amendment, the Village will subsequently review and consider the adoption of text amendments to the Village Zoning Code ("Zoning Code") that will {00127877.9) 3 allow the development of the Project, in a manner generally consistent with the Proposed Comprehensive Plan Amendment ("Proposed Zoning Code Amendments'D. The Village agrees to consider the Proposed Zoning Code Amendments in a timely manner and in accordance with the procedure required by law. B. Content of Proposed Zoning Code Amendments. 1. The Proposed Zoning Code Amendments must be in a form acceptable to the Village, and must include, without limitation: (1) establishment of a new zoning district appropriate for the development of the Property with the Project; (2) identification of uses that will be allowed on the Property, either as permitted uses or special uses; (3) bulk regulations for development on the Property, including height, setback, floor-area ratio, and density regulations; (4) off-street parking and loading regulations; (5) any additional substantive and procedural requirements for consideration of a Planned Unit Development for the Property, of the type appropriate for a development of the scale of the Project; and (6) special procedures for review and approval of proposed developments on the Property, including appropriate provisions for phased development, and any unique processes that may apply to different areas or components of the development of the Project. The Village agrees to cooperate in good faith with CBFC with respect to the specific content of the Proposed Zoning Code Amendments. 2. The Parties acknowledge that the proposed amendment of the text of the Zoning Code concerning the use of sports wagering facilities on the Property, currently scheduled to be considered by the Village Plan Commission and Village Board of Trustees during the months of September through November 2022, is a separate legislative initiative that is distinct from the Proposed Zoning Code Amendments described in this Section 7. The Parties agree that, if adopted, the sports wagering facility amendment described in this Section 7.13.2 will be incorporated into the Proposed Zoning Code Amendments. C. Application Procedure. The Village and CBFC agree to cooperate in good faith toward identification of specific content of the Proposed Zoning Code Amendments that are mutually satisfactory, and toward an appropriate timeline for formal consideration by the Village of the Proposed Zoning Code Amendments. SECTION 8. APPLICATION FOR ZONING APPROVALS. The Parties acknowledge and agree that, pursuant to the Village Code and the Zoning Code and applicable law, the Project may not be constructed, and the Property may not be operated or used as contemplated by the Project or this Agreement, except upon approval by the Village of the zoning, land use, and subdivision approvals necessary for the Project, in accordance with the requirements and procedures of the Village Code and the Zoning Code (collectively, the "Zoning Approvals'. If and after the Village Board of Trustees adopts the Proposed Zoning Code Amendments, CBFC may file applications with the Village for the Zoning Approvals necessary for the Project. The Zoning Approvals must be: (a) of form and substance contemplated by the Zoning Code, as amended by the Proposed Zoning Code Amendments; (b) generally consistent with the Proposed Comprehensive Plan Amendment, as adopted by the Village; and (c) submitted on forms provided by the Village Department of Planning & Community Development. The Village agrees to consider all applications for Zoning Approvals in a timely manner and in accordance with the procedure required by law. {00127877.9) 4 SECTION 9. EXPLORATION OF PUBLIC-PRIVATE PARTNERSHIPS. A. Acknowledgments. 1. The Village acknowledges that CBFC intends to request that the Village enter into a public-private partnership to participate in funding a portion of infrastructure costs and other costs as may be authorized by state law that will be required for the financially feasible completion and operation of the Project. CBFC has expressed, and hereby acknowledges, that it will not seek Village assistance to pay for construction costs of development of an NFL stadium structure on the Property. 2. Consistent with its longstanding practices, the Village is willing to discuss with CBFC the use of Project-generated revenue to support public financing tools and options for the Project only to the extent justified by economic and fiscal analyses conducted by the Village and/or competent consultants regarding the Project. The Village will not use Project-generated revenue to support public financing except upon a determination that: (a) but for the provision and implementation of a public-private partnership, the Project would not be feasible; and (b) the Project will generate a net fiscal benefit,whereby the Project results in an increase in tax revenues for the Village above current levels, even after factoring in new costs incurred from the presence of the Project. 3. CBFC acknowledges and agrees that this Agreement is not to be deemed or interpreted as a promise or obligation in any way for the Village to provide or promote any public financing whatsoever for the Project. CBFC understands that the Village will only consider public financing in accordance with the standards and criteria identified in Section 9.A.2 of this Agreement, and only as part of its overall evaluation of the Project and its potential benefits for the Village and its residents, property owners, and businesses. B. Potential Types of Village Participation. The Parties agree to cooperate in good faith to identify alternative mechanisms and sources of Project-generated revenue to support public financing for new infrastructure improvements and other costs as may be authorized by state law required for the construction and/or the operation of the Project, which may include: tax increment financing; special service areas; special assessments; the creation of a business district and imposition of a business district tax for the Project area; imposition of a parking tax within the Project area; and imposition of other taxes generated by the Project. C. Other Funding Sources. The Village acknowledges that CBFC also intends to request, from other governmental sources, assistance for a portion of infrastructure costs and other costs that will be required for the financially feasible completion and operation of the Project, including, without limitation: implementation of a fair and equitable property tax formula, other development incentives, and/or other county, state, and federal funding. The Village agrees to work in good faith with CBFC to explore options for such assistance from other governmental sources, in a manner that provides net public benefits for, and best serves the interests of, the Village and the surrounding community. SECTION 10. COORDINATION WITH PUBLIC AND WITH OTHER STAKEHOLDERS. A. Public and Media Communications. The Parties agree to: (1) cooperate in good faith to ensure that the general public receives regular and timely information concerning the status of the Project; and(2) coordinate communications with the public and the media concerning the Project. {00127877.91 5 B. Public Meetings and Presentations. The Parties acknowledge that there will be several public presentations and meetings related to the Project, including, without limitation, the hearings required under Illinois law for the review and potential approval of the Proposed Comprehensive Plan Amendments, amendments to the Village's zoning regulations, and approval of specific zoning relief for the Project. The Parties agree to collaborate to address the concerns and ideas identified by members of the public at these several public presentations and meetings, and, in response and as appropriate and feasible to modify the plans for the Project and the nature and specific content of any amendments or approvals for the Project. C. Other Stakeholders. The Parties agree to cooperate in good faith in communications with, and to address the concerns and ideas of, other units of government and area organizations and entities with an interest in the Project, including, without limitation: the State of Illinois, including the Illinois Department of Transportation and the Illinois Commerce Commission; Metra; the Regional Transportation Authority; the Union Pacific Rail Road; Cook County; the Metropolitan Water Reclamation District; Palatine Community Consolidated School District 15; Township High School District 211; Township High School District 214; Harper College; the Salt Creek Rural Park District; other area municipalities located in the vicinity of the Property; and other economic development and business promotion organizations in the vicinity of the Property. SECTION 11. COSTS. A. Ratification of Cost Reimbursement Agreement. On April 4, 2022, CBFC delivered to the Village the letter attached to this Agreement as Exhibit B, by which CBFC agreed to reimburse the Village for certain third-party costs and expenses incurred by the Village in connection with the review and processing by the Village of the plans and applications for the development of the Property ("Cost Reimbursement Agreement'. The Parties hereby ratify and re-affirm the Cost Reimbursement Agreement. B. Responsibility for Costs. Except as provided to the contrary in the Cost Reimbursement Agreement, each Party is responsible for bearing its own costs and expenses incurred in connection with the Project. SECTION 12. GENERAL PROVISIONS. A. Notices. All notices required or permitted to be given under this Agreement must be given by the Parties by (i) personal delivery, (ii) deposit in the United States mail, enclosed in a sealed envelope with first class postage thereon, or (iii) deposit with a nationally recognized overnight delivery service, addressed as stated in this Section 12.A. The address of any Party may be changed by written notice to the other Parties. Any mailed notice will be deemed to have been given and received within three days after the same has been mailed and any notice given by overnight courier will be deemed to have been given and received within 24 hours after deposit. Notices and communications to the Parties must be addressed to, and delivered at, the following addresses: If to Village: Village of Arlington Heights 33 S. Arlington Heights Rd. Arlington Heights, IL 60005 Attention: Village Manager With a copy to: Elrod Friedman LLP {00127877.91 6 325 N. LaSalle St., Ste. 450 Chicago, IL 60654 Attention: Hart M. Passman, Village Attorney If to CBFC: CBFC Development, LLC 1920 Football Drive Lake Forest, Illinois Attention: Cliff Stein With a copy to: DLA Piper LLP (US) 444 W. Lake St., Ste. 900 Chicago, IL 60606 Attention: Paul W. Shadle, Esq. B. Relationship of the Parties. Nothing in, nor done pursuant to, this Agreement will be construed to create the relationship of principal and agent, employer and employee, partners, or joint ventures between the Village and CBFC. C. Consents. Unless otherwise provided in this Agreement, whenever the consent, permission, authorization, approval, acknowledgement, or similar indication of assent of any Party, or of any duly authorized officer, employee, agent, or representative of any Party, is required in this Agreement, the consent, permission, authorization, approval, acknowledgement, or similar indication of assent must be in writing. Neither Party may unreasonably withhold or delay any such consent or assent. D. Governing Law. This Agreement is governed by, construed, and enforced in accordance with the internal laws, but not the conflicts of laws rules, of the State of Illinois. Venue for any action shall be the Circuit Court of Cook County, Illinois. E. Severability. It is hereby expressed to be the intent of the Parties that should any provision, covenant, agreement, or portion of this Agreement or its application to any person or property be held invalid by a court of competent jurisdiction, the remaining provisions of this Agreement and the validity, enforceability, and application to any person or property will not be impaired thereby, but the remaining provisions will be interpreted, applied, and enforced so as to achieve, as near as may be, the purpose and intent of this Agreement to the greatest extent permitted by applicable law; provided, however, that in interpreting the manner in which the Agreement shall be interpreted absent the invalid provision, the Court shall direct a result which will provide equity to all parties and no party shall be required to perform acts for which it would have received full or partial compensation if the compensation in money or in other acts cannot be performed because of the invalidity. F. Entire Agreement.This Agreement constitutes the entire agreement of the Parties relative to the subject matter of this Agreement, expressly superseding all prior agreements and negotiations between and among the Parties,whether written or oral, relating to the subject matter of this Agreement. G. Headings. The headings, titles, and captions in this Agreement have been inserted only for convenience and in no way define, limit, extend, or describe the scope or intent of this Agreement. {00127877.91 7 H. Interpretation. This Agreement will be construed without regard to the identity of the Party who drafted the various provisions of this Agreement. Moreover, each and every provision of this Agreement will be construed as though all parties to this Agreement participated equally in the drafting of this Agreement. As a result of the foregoing, any rule or construction that a document is to be construed against the drafting party is not applicable to this Agreement. I. Exhibits. Exhibits A and B attached to this Agreement are by this reference, incorporated into, and made a part of, this Agreement. In the event of a conflict between the text of this Agreement and an exhibit to this Agreement, the text of this Agreement will control. J. Amendments and Modifications. No amendment or modification to this Agreement will be effective until it is reduced to writing and approved and executed by the Village and CBFC in accordance with all applicable statutory procedures. K. Rules of Construction. 1. Grammatical Usage and Construction. In construing this Agreement, feminine or neuter pronouns are to be substituted for those masculine in form and vice versa, and plural terms are to be substituted for singular and singular for plural, in any place in which the context so requires. 2. Headings. The headings, titles, and captions in this Agreement have been inserted only for convenience and in no way define, limit, extend, or describe the scope or intent of this Agreement. 3. Calendar Days. Unless otherwise provided in this Agreement, any reference in this Agreement to "day" or"days" means calendar days and not business days. If the date for giving of any notice required to be given, or the performance of any obligation, under this Agreement falls on a Saturday, Sunday, or federal holiday, then the notice or obligation may be given or performed on the next business day after that Saturday, Sunday, or federal holiday. L. No Third-Party Beneficiaries. No claim as a third-party beneficiary under this Agreement by any person, firm, or corporation may be made, or be valid, against CBFC or the Village. M. Counterparts. This Agreement may be executed in counterparts, each of which will constitute an original document and together will constitute the same instrument. [SIGNATURE PAGE FOLLOWS] {00127877.9) 8 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. ATTEST: VILLAGE OF ARLINGTON HEIGHTS By: 1Y11A&k 4, Village Clerk Village President ATTEST: CBFC DEVELOPMENT, LLC By: By: Its: Its: 00127877.91 9 3"_"3""EAST\196340259.2"""EAST\196340259.2 ManagerManager EXHIBIT A Conceptual Site Plan �b i x M � ! �yv v a � d d 6 p R k " t t F a� Y 29 r 1 ' FV, ARLINGTON PARKS q tm � ��, ,a +A CHICi4GoeAND?r�: �ARLINGTON 7 v ,. SITES THE GLENTOWN; + • • • - - �� . �� HEI b TS f' CENTER MICI'11 s Y. �/ERIDAN j y ps ♦.. ' � ,-.�-. � �� 's �r. �, 'fir '.° s .rs ' t ^�.� � 15 • � ��„#a A�tl�� c€��,� �� '• ��},va� k .`.a ,� � x " Yet � wm`„,�. � x�£.^�,.�„�"s�w � ARE INTL � 40 ��. JEFFERSON PAR ' _�,� � +� �,� r � •w�q _Ww" 1# ! y3. q�s Y �` •..—:, r.> r S w r�t , ;`�� 'M, A 1; :�•` .� err s � ' r �.�? � '' w t -ar t-r a ' t�Er.�@ OMMONS � , , DOWNTOWN '..4. my .CENTER' 3�, �s��w "�`► s � � � s e�* t � cr � � I Nexus of Three Villages � � •� , Multi-modal: Metra & Highway 53r �" a � � .k , ,qh � ' - Salt Creek ,Draina e � g Open Space and Trail Network y. :: _ PALA�T#INEt F k -1 t w a FI IG S , YR AM r Y r s F r- � h s ? � �ie"�. `•"%.`:�..._ far'. �f�k�� i I� �'"� - _ ! M4 `Jlt� x�� c��.�� ;. - b > tY ' h 4 r , T t v X4 a y u ar Uniquely Positioned Exhibit to Predevelopment Agreement November 7, 2022 I Images may be subject to usage restrictions. 3 o 4 6 !r 5- W, �i is � — .. Vt a , r" �� rz �r4 q s� c r� s� „ I f y m,- " a a e } t k� y n 4 f +M Arlington International Racecourse 35,000 Seats 15,000 Parking Spaces Grandstand Height: (+/-) 130ft Exhibit to Predevelopment Agreement November 7, 2022 1 Images may be subject to usage restrictions. 4 Cp ryJ� Gr FR 0 NORTHROP OR US POSTAL GRUMMAN SERVICE W CORPORATION - ---- r `r 1 J Ys INDUSTRIAL AVE �,...I S�� r - � PARKS -- ` .Al ti40 pR v � wr � Cl , r ti WEST ? PORTION MEADOWS ICE - �y ARENAUl i 2 1 W 2�k6AC x ih W a � O 53EUCLID AVE ---- 1.1 MILE ` 0 600 1,200' Existing Conditions Site Dimensions: 326 AC, Two Neighborhoods Exhibit to Predevelopment Agreement November 7, 2022 5 a , T NORTHROP , `^ US POSTALCA: s, � GRUMMAN ___ �r+. CORPORATION SERVICEI W g �' .� LIGHT � SINGLE FAMILY- = j" Z RESIDENTIAL a INDUSTRIAL _ 'A ARLINGTON. INDUSTRIAL AVE J PARKSTA. A _ a 41-0 iv .. 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Cp t F��- J m Y r n� a \ F� lr.�r itV`'. �NORTHROP � cc GRUMMAN— �`�'` "" r -US POSTAL CORPORATION SERVICE W r 728 t� :/� . 728. 720� ARLINGTON jli INDUSTRIAL AVE ~• PARK:STA, I X ti WEST C9 r �*a� 70'6 716 722� y!y MEADOWS ICE- ARENA 4 X � U I M S LL-g 4 722 o m�t 7107201 I OE U C L I D AVE r t t r d o ..... — aoo _...t zoo Topography Elevation, Soils, & Drainage Exhibit to Predevelopment Agreement November 7, 2022 8 Co:, , NORTHROP 40iQ $ _ US POSTAL , GRUM ATI SERVICE' W CORPORATION 201*,ffill, -°� f r� � Z ld t Y �i REGIONAL F 4. ty ARLINGTON INDUSTRIAL AVE /- " DESTINATION,/"��`.%� �4• ' PARK STA. f4 LANDSCAPE C6N!4E*CTOR 1 ti O f \ Rr Fs WEST i W , MIXED-USE i y�.y MEADOWSICE- Z Iu TOD ARENA — � '_ 53 EUCLID AVE \J� O �.........i ........L.._-._.i._...,.. i o soo 1,200' Site Components Exhibit to Predevelopment Agreement November 7, 2022 9 C, a- F,P. x 0 OR GRUMM US POSTAL RUMMAN SERVICE W CORPORATIONhe liar " Z 4 , s I �!' ~•. "� ARLINGTON INDUSTRIAL AVE PARK STA. STADI _ / DISTRICT,'^ ,f 12OAC t O OM 3'x \\ I yet. WEST z W 1�OD DISTRICTGSFS �� r MEADOWS ICE I ARENA / 206AC' rb O �� ACtUVlAtVALLEY .H I BF F OR MAN R SiOFlO��Yq olv- �¢ R 40 EUCLID AVE O I...... �..._.....{......_.i.__.__.I o soo 1,200' Site Opportunity Exhibit to Predevelopment Agreement November 7, 2022 10 .a co t, , O v NORTHROP GRUMMAN OR US POSTAL fK CORPORATION SERVICE Y s ? t 4 ,. .., t ..•k a STADIUM ca^ I(ioF�r E RY NTD DISTRICT 'HALL'/1; FAME / HOTEIf 5 R SB Ooic """s, ARLINGTON INDUSTRIAL A V E Po r o t f �A PARK'STA. ` •a \ n yy .'�k�R(}j r �4 �'C �... ®�. PARKING ENTRY STORES BEARS"^j FIELDS / y 1 � ' Flr 'STATIO,N, , � �ISOUICREi.'I• `'�, � ., � � ��t'� ' dg" / % 551p- ,pip ,� f " 1 SPERF�ORMANCEt \.. s r • @ . ' r 't ,. TAILGATING l U,. ` 444/ f A Irr.." `., T�!. 1 GREENS ((LV rEltN� , HOTEL ARLINGTON / "" 1 'Y 'fix °t' r .,�,' k $ ,..m,..�..... �...:.e..»i•. S' NEI // GHBORHOOD i jj -„. ��(.S �k NEIGHBORHOOD WEST C7 uv� 'PARK:" ; DIS ICT y� MEADOWS ICE U ARENA t � t ` l3a rri'rirr r: * PARK'�•I \ Q tt NEIGHBORHOOD' Z ACLUVfALfit EY t 53 \ �Iti .eti. n , � We 'gig ny x O i...... .1 .......�...... {........I aoo 1,200- 4 Preliminary Illustrative Master Plan Vision Exhibit to Predevelopment Agreement November 7, 2022 11 PROGRAM k s w xa t �� z RETAIL BEARS FIT (+ ' f ' �, 14 mg OFFICE 02J HOTEL PERFORMANCE VENUE/CIVIC t � � O O l d PARKING GARAGE i ---.,-,US POSTAL '. a51� i RESIDENTIAL STACKEDFLATS ° SERVIC E 1 W $ z �"' p' , s fr [ RESIDENTIAL-TUCK-UNDER '" s�fpf x,n " 1 �i It Ya5k RESIDENTIAL-TOWNHOUSES c IN y- STADIUM t DISTRICT v ;'`'+� FAME � R �'� `' t i ARLINGTON 1NDU.STRIAL AVE PARK`SYAE _ ,2UtX"�f Z� ._tt.: ''• 'I i �'° gin. ?�,. k�t ag �(�� ' I � + ,+ 1 . 4 E, ., I L 7 ) nt STOR 'PARKING �./r�l FIELDS •• �. STATION' c # Fwz, ? SCtUARE yr a •,, r gg�. ♦'� r3 }\L jPERF�ORMANCE O �y ;. ; .++rnm „`ak 4. TAILGATING \`�''.:•�ri,�,Y4 *Y;r VENUE �V , ^' 4 J�, , ;" w- ."� �f ,1 GREEN.. \ I.S+ ,�•t •HOTEL '..\ ma. ti�i�..'fi'1' r S Ems. , NGT N ;, O i =,.SARLIPARK �. r "� TE NEYIGHBORHOOD DISTRICT PARK ,+"'p. s Ffk NEIGHBORHOOD '9`/r � s a�, 4^' -�: �•te i�" '�u, N � r - WEST` Z I \ C c 4Mit: 4¢ c, �' YI $ .k C"`i'x PARK .L• j NIE ARENA ICE t � Cc \ } 1. F c7 t IlIlRS +�- `>~WILKE PARK31 I > �r ` ,flw i,. \ 1''Ck'\ [.rim{NEIGHBORHOOD [ .,:c:..t #s. ,x f^ i LCUVJgL yACLEYrf �- "`' � kuf,L� R RIB a- '; wr ZO EUCLID AVE �� f w,y 71 �..00 {....... IN i 600 7,266' Preliminary Master Plan Vision Level of Development Exhibit to Predevelopment Agreement November 7, 2022 12 _ rYW LL ., 'NORTHROWR ., r.,3 L C i USJPOSTA c �i. , GRUMMAN r< _. g CORPORATjO ^ *° r. SSERVICE k w w S YLLI }•y STADIUM DISTRICTrti � {� hr � N1 f' VVm0cata2n VIM n sr�d c a k 4ITM ! GREEN 3 ♦ eke a DI TRICTJ go 61 ... 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W@� �� - a • s,�`.t .. £ � 64 4j�� WILKE PARK �+�" '� r ' ��"',�f,. , r,� �,...' n� Z � •.. :.r ACLbVJ ��. ��. �E�SPARK'�',t;y; �ie�aaw� �� ,7 Sao CSI , -x s a s+ I...... .�........ .. �.... � 0 600 t,20zo0' Preliminary Master Plan Vision Streets & Open Space Exhibit to Predevelopment Agreement November 7, 2022 13 LEGEND Open Space 00 Potential Neighborhood �P vs POSTAL 0 Pocket Park OR,° SERVICE Stormwaterr W •.• Salt Creek ARLINGTON 7N PARK STA. 4 WEST MEADOWS ICE ARENA g'u _ AGCUVIAL VALLEY SZeal Cr EUCLID AVE 0 600 1,200' Preliminary Master Plan Vision ' Green Infrastructure & Open Space Exhibit to Predevelopment Agreement November 7, 2022 14 3 � a , 605 Y � + x r u � 64.y, `�rv#, t 'd'' •^ t Y � F .cr,"`, r ,., ,i AtIL r °l[�C_OLN PAR�.m m 4Y?l G,REE �PHI,LADELPH($' •, r- LI�COI�I QARK BACKYARp CANO , x 5 t c� ti mm r t A ATURFABOARI7WAs� "sue _T�IE�DE4�.:UVA Preliminary Master Plan Vision Ponds & Green Infrastructure Exhibit to Predevelopment Agreement November 7, 2022 1 Images may be subject to usage restrictions. 15 lamIlk ^, !i_�`��_i �;� '�'r,- ..w ..� � • i1�0: a T lj KL , t 4 > r x r t - lit# •Ea; � e. ff LA 3q N rc its a I r r IT a 7 r PIT"E eon T ti d e il : w g 3 Preliminary Master Plan Vision j Arlington Park Exhibit to Predevelopment Agreement November 7, 2022 1 Images may be subject to usage restrictions. 16 x AL % � 7 T S r IN MAGGIE,DALEY,PARK _._ '�+ 4 � , � `�1��4: `Yw.+ 1� 3 �1� {�� Syr � ai s d®�� b..,� � •��.�� _ !�S c � 1 „ ` r a a � k 4 .....0 RISTIE;PARK;yEMORYvILL C`A, Preliminary Master Plan Vision j Neighborhood & Pocket Parks Exhibit to Predevelopment Agreement November 7, 2022 1 Images may be subject to usage restrictions. 17 LEGEND - Primary Vehicle Circulation ^•.... Secondary Circulation US POSTAL ...... Stadium Service Access SERVICE C W FI+i+H Existing METRA Line rt Y aVN ARLINGTON INDUSTRIAL AVE �� PARK'STA. r. tr WEST MEADOWS ICE ARENA 53 - I EUCLID AVE O o........ .........eou.. ....{......-1,zoo Preliminary Master Plan Vision Primary Road Network Exhibit to Predevelopment Agreement November 7, 2022 8 s ` v r b .. � FC9�ES e v STADIUM DISTRICT IST 7ti&,1 qua. ws 7 W 1�G �9' G rf jl 1 ° ° i � DISTRICT, r t Jul I EMU y 6 , 53 � y r,¢ L•3 1� 4m.�.. u" #;v ..,m. .Y 'r°'°';.,. Sdart 's" `" r'3, #a Preliminary Illustrative Master Plan Vision Places Exhibit to Predevelopment Agreement November 7, 2022 1 Images may be subject to usage restrictions. 19 tia F r 3 n OFFICE \ � 'T�HOT E ' w ` ��a, Y .,., ,xr. . � �. �, �57ATION Retail — 7 SQUAR�E�. i 0 ` 4� �r rHO,TEL AR PARK DENSITY NEIGHBOR 1 �HOOD�� z walk, 9/4 Mi Ho el Vt Sti ngt .> ��{`" .� � �.' a �•; ��a.'ky a � � � � DEN81TY � _ �,� ., m- �:� { �, � ,�, `�� NEIGHBORHO�O�D• � � w I r w.. f 4 , � pio me��._ Y EUC CUD `AVE - �— O f........... ........... ....... ......... 0 600 1,200' Preliminary Illustrative Master Plan Vision central TOD Exhibit to Predevelopment Agreement November 7, 2022 1 Images may be subject to usage restrictions. 20 a i �� .� ;; �''-'►�Tel NIIIIIIINNANB 1 lips 1 I..q%k e: � 3 �,`�;�,'�� 7c Hw.`... :" •.. `_,_-- � ^fir- '�` �'� "� l�s � .,..-' z ��'� -... 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' _ii._ .�', i♦. •�.�"��.y�fi -_ y ��Y�~ � T R+ yam/ !, .K'��, �. `� _�� ,, ✓ sue,'V..eW�`� •I� >,.: �# '� ,� , n .�.�-rI 4''""'(& z♦ '; �, •.r � 'i�,�•ar '*> - '�p'gi r��r � `�� > tyt�.x; yt 'S3 �'�''!}y "'P '��i�;a 2`�g '`pr - 'bw.,� N r � i 9.''� ♦ .-5a>' �F •( �.. , .fit ,�,�•__.�..� ..:.:.- � r.+e�sc," x' �?`, x'� "C: tt. ��a n - a. e - ;_ •, +,a,, `=� ,, � ^�,.- ,r' ^�,��`'�t:,¢�` � '�:i's ,,,� .ice- � �a �;, �sp r.e- ti{"�`� ,. _ - ,.�" •,.. r ,� {• .; �: � .E .• ti.1� r '` � C ',y ..f r,'x ,�: 4 <'�y'r•- v;-`--£t; EXHIBIT B Cost Reimbursement Agreement April 4,2022 Mr. Randy Recklaus Village Manager Village of Arlington Heights 33 South Arlington Heights Road Arlington Heights,IL 60005 Dear Mr. Recklaus: CBFC Development,LLC("Purchaser's has executed a Purchase and Sale Agreement for the purchase of the 326-acre real property located at 2200 Euclid Avenue in the Village of Arlington Heights ("Village'), commonly known as the Arlington International Racecourse property ("Property's. The Purchaser is evaluating the Property for the purpose of a variety of potential uses, including a multi-use redevelopment and a professional football stadium ("Redevelopment's. The Purchaser recognizes that,during the course of reviewing and processing development applications, the Village often incurs expenses for third-party consulting costs. The costs can include,without limitation,professional and technical consultant services, legal consultation, and publication costs. In recognition of the significant costs that may be incurred by the Village during the course of the review and processing of applications for the potential Redevelopment of the Property, and in order to ensure efficient and timely review and processing,the Purchaser desires to provide for the reimbursement of costs incurred by the Village in connection with such review and processing, as follows: 1. The Purchaser agrees to reimburse the Village for reasonable third-party costs and expenses, incurred on or after March 17, 2022, solely in connection with the Redevelopment of the Property, including the following categories of costs and expenses: (a) publication and posting of notices; (b) court reporter fees; (c) third- party professional and technical consultants, including, without limitation, engineers, traffic consultants, planners, architects, and financial consultants; (d) legal counsel; (e) copy reproduction; (f) document recordation costs; (g)mailing costs; and(h)costs of ownership and title searches,to the extent that such costs are extraordinary and would not be incurred by the Village in the ordinary course of its business in the absence of Purchaser's proposed Redevelopment and as limited by Section 3 below(collectively,the "Reimbursement Costs"). The Village agrees to enter into discrete agreements with third parties referred to in subsection(c)above, and to require invoices for Reimbursement Costs that are separate from invoices submitted to the Village for costs not related to the Redevelopment.In agreements with third parties related to the Redevelopment,the Village will endeavor to include provisions requiring confidentiality and non-disclosure of information related to the Redevelopment and the Property. (00123230.3) 2. The Purchaser agrees to provide a cash escrow to the Village, to be used towards Reimbursement Costs incurred by the Village in reviewing and processing any plans or proposals for the Redevelopment of the Property ("Escrow'D. The Purchaser will fund the Escrow with an initial deposit of$125,000.00, on or before April 1,2021 3, The Purchaser acknowledges and agrees that the Village Manager will periodically review the Escrow to ensure that adequate funds are available to satisfy the Reimbursement Costs relating to the Redevelopment. The Village Manager will notify the Purchaser in writing at such times when draws are made against the Escrow towards Reimbursement Costs and provide the Purchaser with copies of all invoices for Reimbursement Costs,The Village will not enter into new agreements with third parties, to be paid with Reimbursement Costs in excess of$30,000.00, without first notifying the Purchaser in writing, and also will notify the Purchaser in writing when the Village has incurred such costs under such agreements equal to or exceeding $30,000.00. In the event that the Village Manager reasonably determines that sufficient funds to pay Reimbursement Costs are not available,the Village Manager will so notify the Purchaser and request a further amount to defray the anticipated additional costs. The Village Manager, in consultation with the Purchaser,will reasonably determine the further amount due based on the nature of the Redevelopment, its complexity, the relative need for additional legal and other consultant services,and the amount of time remaining before the completion of the municipal approvals required for the Redevelopment, The Purchaser will be given 14 days to deposit the additional funds. The Purchaser acknowledges that, in the event that the funds are not deposited, the Village will take no further action on the Development until the funds are deposited;provided, the Purchaser will be treated in the same manner as other petitioners to the Village in connection with requests for land use and development approvals. 4. Upon the completion of the municipal approvals required for the Redevelopment or Purchaser's notification of the Village that Purchaser has decided not to continue its pursuit of municipal approvals related to the Redevelopment, and after all outstanding Reimbursement Costs incurred by the Village related to the Redevelopment have been satisfied in full, the Village Manager will remit the balance of the Escrow,if any,to the Purchaser, Very truly yours, CBFC DEVELOPMENT, LLC B X; e rij Its: Member Accepted this 5th day of April , 2022. {00123230.3} Randy Reckl Village Man er Village of Arlington Heights l {00123230.3) EAS'nI B9320710.5