HomeMy WebLinkAboutRESOLUTION - 24-03 - 3/25/2003 - ADDENDUM TO AGMT/SO. SUB. AIRPORTRESOLUTION NO. 24-03
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE AN ADDENDUM TO THE SECOND AMENDMENT TO THE
MEMORANDUM OF UNDERSTANDING (RESOLUTION NO. 43-02) FOR PRE -
DEVELOPMENT SERVICES FOR THE DEVELOPMENT OF THE SOUTH
SUBURBAN AIRPORT
NOW, THEREFORE, BE IT RESOLVED by the Mayor and Board of Trustees
of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois as
follows:
Section 1: That the Mayor be and is hereby authorized to sign the attached
documents marked:
ADDENDUM TO INTER -GOVERNMENTAL
PRE -DEVELOPMENT SERVICES
AGREEMENT
a copy of which is attached hereto and made a part hereof as if fully set forth and the
Village Clerk is authorized to attest said documents upon the signature of the Mayor
of Elk Grove Village.
Section 2: That this Resolution shall be in full force and effect from and after
its passage and approval according to law.
VOTE: AYES: 6 NAYS: 0 ABSENT: 0
PASSED this 25th day of March 2003.
APPROVED this 25th day of March 2003.
ATTEST:
Ann I. Walsh
Village Clerk
APPROVED:
Craig B. Johnson, Mayor
RESairporVoinderAmend33-02. doc
ADDENDUM TO INTER -GOVERNMENTAL PRE -DEVELOPMENT SERVICES
AGREEMENT
This Addendum (this "Addendum") is made and entered into as of this 18th day of
March, 2003, by and among the VILLAGE OF BENSENVILLE, ILLINOIS ("Bensenville"), the
VILLAGE OF ELK GROVE, ILLINOIS ("Elk Grove"), the CITY OF PARK RIDGE,
ILLINOIS ("Park Ridge"), LCOR HOLDINGS LLC, a Delaware limited liability company
("LCOR"), and SNC-LAVALIN AMERICA, INC. ("SNC-Lavalin"), a Delaware corporation, as
Second Developer.
This Addendum is attached to and made a part of that Inter -Governmental Pre -
Development Services Agreement entered into by and among Bensenville, Elk Grove, Park
Ridge, and LCOR dated September 11, 2002, but effective for all purposes as of July 7, 2002
(the "Agreement').
NOW, THEREFORE, in consideration of the covenants and agreements contained in the
Agreement and this Addendum, and for other good and valuable consideration, the receipt and
sufficiency of which the parties to this agreement acknowledge, the parties agree as follows:
(a) SNC-Lavalin is hereby added to the Agreement as the Second Developer, as such
term is defined in the Agreement (SNC-LAVALIN and LCOR together referred to in the
Agreement as "Developer" or "Developers"). SNC-Lavalin agrees to be bound by the terms of
the Agreement (as modified by this Addendum), as if SNC-Lavalin were an original party to the
Agreement. SNC-Lavalin agrees to perform the Services set forth on Schedule 3 attached hereto
in accordance with the terms of the Agreement. LCOR hereby consents to the addition of SNC-
Lavalin as the Second Developer pursuant to the Agreement.
(b) Schedule 2 is hereby deleted in its entirety from the Agreement and replaced by
the revised Schedule 2 and the new Schedule 3 attached hereto.
(c) Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Agreement.
(d) The parties hereto acknowledge that they have thoroughly read this Addendum
and have sought and received whatever competent advice and counsel was necessary for them to
form a full and complete understanding of all rights and obligations herein; and having so done,
do hereby execute this Addendum as of the date and year set forth above.
(e) Except as modified herein, all remaining terms and conditions of the Agreement
shall remain in full force and effect.
(f) In the event of any conflict or ambiguity between this Addendum and the
Agreement, the parties hereto hereby agree that this Addendum shall control.
(g) This Addendum may be executed in counterparts, each of which shall be deemed
to be an original.
IN WITNESS WHEREOF, the parties have duly executed this Addendum as of the day
and year first written above.
Attachments:
Schedule 2 (Revised)
Schedule 3
SPONSOR:
VILLAGE OF BENSENVILLE, ILLINOIS
By:
Name:
Title:
VILLAGE OF ELK GROVE, ILLINOIS
By: Craig B. Johnson
Name:
Title: Mayor
CITY OF PARK RIDGE, ILLINOIS
By:
Name:
Title:
DEVELOPERS:
LCOR HOLDINGS LLC
By:
Name:
Title:
SNC-LAVALIN AMERICA, INC.
By:
Name:
Title:
By:
3
Name:
Title:
Schedule 2 (Revised)
SCHEDULE 2 (Revised)
DEVELOPER SERVICES
Task 1.Review: Review previous work by Sponsor and the State provided to
the Developers, including but not limited to master plans, Environmental Impact
Statement, demand studies, financial projections, land acquisition program and
surface transportation access to the Project.
Work Product: Summary letters from appropriate consultants identifying
critical issues and risk factors and recommendations for how to address them.
Task 2.Coalition: Support the Sponsor in its contacts with the State and
regional agencies and in the inclusion of additional municipalities and units of local
government in the entity to be formed to own and sponsor the Project, as needed.
Work Product: Memorandum recommending actions by the Sponsor and
other municipalities and units of local government in connection with the promotion
of the Project, followed by periodic summary reports on Developers' activities.
Task 3.Demand: Review existing forecasts and demand analyses, define
Project catchment area, including possible overlapping catchment areas, collect new
demographic data relating to region and Project area, prepare updated forecasts of
air carrier and general aviation traffic for the Project; analyze the regional airport
system, including markets served, demographics and air carrier and general
aviation trends; and prepare demand analyses. In addition, prepare an outline air
service marketing package and discuss Project and marketing package with key air
carriers on a relationship basis, such contacts to be discussed with Sponsor in
advance. Sponsor shall cause its consultants to provide to the Developers their
previous work product relating to the Project and assist in defining markets,
demand and trends.
Work Product: Preparation of demand analyses and updated air traffic
forecasts through 2038 in order to enable the Planning and Business Plan tasks,
including annual domestic and international passenger, cargo and general aviation
operations, passenger enplanements and cargo tonnage; air carrier analysis
(passengers (local and connections), cargo, charter, corporate, general aviation);
peak hour and busy day volumes for passengers and aircraft operations (with
adequate detail to enable the Planning task); and annual landed weights. Air
service marketing package to include Project information and demand data in order
to solicit route planning decision factors from key airlines.
Task 4.Plannine: Provide requirements, conceptual design, layout plans and
guideline specifications for all facilities of the Project on opening -day and concept
for any future expansion required during the period of the demand study. Also
develop modularity concept for future expansion. Design to meet IATA LOS "A" or
"B" and expansion triggers to be defined based on these standards. Generate
conceptual construction cost estimate.
Work Product: Define technical requirements and prepare conceptual plans,
guideline specifications, cost estimates, and estimated construction schedule of all
facilities for opening -day and required expansion of the Project, showing new
facilities, proposed expansion plans (related to peak hour and busy day volumes
derived in Task 3), and property limits. Master plan to provide for segregation of
uses of airport property in order to enable Business Plan task. Provide land use
plans, engineering and lay -out reports supporting the proposed development plans.
Plans should be suitable to public-private partnership structure and expansion
tailored to demand.
Task 5. Commercial: Make recommendations regarding airside and
landside facilities, such as terminal retail facilities, automotive service stations,
aircraft fueling facilities, hangars, aircraft maintenance facilities, cargo warehouses,
parking operations and rental car facilities as well as "outside the fence" industrial
or commercial development.
Work Product: Prepare commercial program description discussing the
foregoing, including location, land uses, likely marketing efforts and resources
needed, potential financial and economic values, timing and phasing of
development, as well as principles for inclusion in the development agreement.
Provide input into Planning, Financial Model and Business Plan task.
Task 6. Financial Model and Financing Plan:
Financial Model- For the Financial Model, based on the demand study
results, prepare Developers' proposed project development program and cost
estimates, provide preliminary projection of capital and operating costs, operating
revenues, debt service and cash flow, including appropriate sensitivity analyses.
Sponsor shall cause its consultants to provide to the Developers their previous work
product relating to the Project and assist in developing models and projections
assumptions and structure.
Financing Plan- For the Financing Plan, prepare a preliminary financial
plan for the construction and operation of the Project including an analysis of
potential financing sources and structures which will be considered with a view
towards achieving properly balanced risk and cost. Identify and analyze alternative
potential ownership structures.
Work Product: Preliminary financial models and financial plans, including
projections with assumptions. Summary of preliminary conclusions and
recommendations regarding potential ownership and management structures,
preliminary organization chart, and/or steps needed to create final structure.
Description of possible financial structure, sources, financing vehicles, as well as
their tax implications, advantages and disadvantages.
Task 7. Draft Development Agreement: Sponsor shall prepare a draft of
the Development Agreement and related exhibits thereto. The Development
Agreement shall provide that all reasonable costs and expenses of each Developer
(including staff time based on the hourly rates set forth in Exhibit B) in connection
with the Project during the term of this Agreement, but only to the extent such costs
and expenses are in excess of the respective amount of the Developers' Fee paid to
such Developer pursuant to this Agreement, shall be reimbursed to such Developer
solely from the proceeds of the financing of the Project and not from Sponsor
(except to the extent such proceeds constitute funds of Sponsor), upon reasonable
demonstration thereof.
Work Product: Developers shall cooperate with Sponsor by, inter alfa,
identifying contract principles to be included. Developers shall review the draft of
the Development Agreement prepared by Sponsor and shall identify issues relating
to and provide comments on such draft.
Task 8.Business Plan: Draft a preliminary business plan for successful
development and management of the Project. Identify critical success factors for
Developer and Sponsor. Generate conceptual development path including project
development program, pursuit and development costs, timeline and implementation
path. Identify other key team members such as potential candidates to act as the
general contractor, the operator, and other key roles. Draft a preliminary business
plan for successful management of the Project.
Work Product: Prepare preliminary business plan, including summaries of
work product from prior tasks, critical success factors, key team members,
principles for successful management, marketing, and operation of all airport
facilities and "outside the fence" development, table of steps, actions,
responsibilities, resources needed and likely timeframe including environmental and
other permitting and licensing issues.
3
Milestones and Payment Amounts
Milestone
Related Tasks
Anticipated
Resulting
Deadline
Milestone
Payment
1. Program Planning
Task 1, EIS and land planning
October 4, 2002
$150,000
review; Outline of Task 2 (other
($50,000 of which
elements incorporated with
is paid as advance
subsequent tasks)
deposit under
Section 4.1 b
2. Demand Analysis
Task 3
November 15,
$100,000
2002
3. Conceptual Design and
Task 4 and Task 6
December 20,
$250,000
Financial Model
2002
4. Development Agreement
Task 7
To be Determined
none
5. Commercial and Business
Task 5 and Task 8
February 7, 2003
$50,000
Plans