HomeMy WebLinkAboutRESOLUTION - 17-20 - 3/10/2020 - Agreement Craft Grow Facility Alpha Consulting GroupRESOLUTION NO. 17-20
A RESOLUTION AUTHORIZING THE MAYOR AND VILLAGE CLERK TO
EXECUTE A DEVELOPMENT AND OPERATING AGREEMENT — CRAFT GROW
FACILITY BETWEEN THE VILLAGE OF ELK GROVE VILLAGE AND ALPHA
CONSULTING GROUP
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 document
marked:
DEVELOPMENT AND OPERATING AGREEMENT
CRAFT GROW FACILITY
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 document upon the signature of the Mayor.
Section 2: That this Resolution shall be in full force and effect from and after its
passage and approval according to law.
VOTE: AYES: 5 NAYS: 0 ABSENT: 1
PASSED this loth day of March 2020.
APPROVED this loth day of March 2020.
APPROVED:
Mayor Craig B. Johnson
Village of Elk Grove Village
ATTEST:
Loretta M. Murphy, Village Clerk
DEVELOPMENT AND OPERATING AGREEMENT
CRAFT GROW FACILITY
THIS DEVELOPMENT AND OPERATING AGREEMENT ("Agreement") is made and
entered into as of this 1 Oth day in March, 2020, by and between the Village of Elk Grove Village,
Illinois, a Home Rule Illinois municipal corporation located in Cook and DuPage Counties, Illinois
(the "Village"), and Alpha Consulting and Management ("Craft Grower") an Illinois Corporation.
RECITALS
A. On June 25, 2019, the Illinois Legislature enacted the Cannabis Regulation and Tax
Act, 410 ILCS 750/Article 30 et seq. ("Act")
B. The Act authorizes the State the right to grant a license ("License") for Craft
Growing (Section 30-5(a)) where cannabis can be grown for sale or distribution to an approved
cultivation center, craft grower, infuser organization, dispensing organization, or as otherwise
authorized by the Act.
C. Craft Grower has represented to the Village that it intends to apply for a License to
operate a Craft Growing Facility within the corporate boundaries of the Village. Craft Grower
further represents that it has no knowledge of any events or acts that would prevent Craft Grower
or any of its members from receiving a License.
D. The Village has agreed that in the event Craft Grower obtains a License to open
and operate a Craft Growing Facility as required by the Act, that in exchange for good and valuable
consideration as set forth herein, the Village will cooperate with Craft Grower in allowing the
Craft Growing Facility to be located in the Village.
E. The Corporate Authorities of the Village have taken all required actions prior to the
execution of this Agreement in order to make the same binding upon it according to its terms.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties do hereby agree as follows:
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I
RECITALS PART OF AGREEMENT
The representations, covenants and recitations set forth in the foregoing recitals are
material to this Agreement and are hereby incorporated into and made a part of this Agreement as
though they were fully set forth in this Article I.
II
MUTUAL ASSISTANCE
The Parties agree to take such actions, including the execution and delivery of such
documents, instruments, petitions and certifications, as may be necessary or appropriate, from time
to time, to carry out the terms, provisions and intent of this Agreement and to aid and assist each
other in carrying out said terms, provisions and intent.
III
CRAFT GROWER'S ACKNOWLEDGMENTS AND REPRESENTATIONS
3.01 Craft Grower's Application for License. Craft Grower hereby represents and warrants that
it intends to complete and submit an application to the Illinois Department of Agriculture
("Department") for a License to operate a Craft Growing Facility. Moreover, Craft Grower
acknowledges that the site in question shall only be used for the Craft Grow of cannabis, and as
such there will be no public retail uses associated with the property such as any form of a cannabis
dispensary. Craft Grower further represents that it has no criminal background nor any other
reason set forth in the Act that would be a basis for the State to deny such License. Craft Grower
shall notify the Village in writing within five (5) business days after it learns of the State's
disposition of Craft Grower's application. If Craft Grower is granted a License, it shall deliver a
copy of the License to the Village within five (5) business days after its receipt of the same, and
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in the event the License is renewed annually as required by the Act, Craft Grower shall deliver a
copy of the renewed License.
3.02 Village License. In order to facilitate the implementation of the provisions of this
Agreement, the Village reserves the right to enact an Ordinance which would require Craft Grower
to obtain a license ("Village License") to operate a Craft Growing Facility in the Village, provided,
however, that any such License requirement shall not alter, amend, change or otherwise adversely
affect the provisions of this Agreement. Any Village License issued by the Village shall be for
the sole benefit of and in the name of the party that has received a License from the State and shall
not be transferred or assigned to a third party except as set forth in Section 7.07 hereof.
IV
ZONING AND BUILDING
4.01 Building for Craft GrowingFacility. acility• Craft Grower hereby agrees that upon receipt of its
Village License and a Certificate of Occupancy issued by the Village, it shall only be permitted to
open and operate the Craft Growing Facility in a building located in the Village's I-2 generalized
industrial zoning district, or the 1-1 restricted industrial zoned district as long as the property is
located 1,000 feet away from any residentially zoned property within the Village of Elk Grove
Village. Craft Grower will comply with all of the requirements of the I-1 restricted industrial
zoned district and 1-2 generalized industrial zoning district. The building in which the Craft
Grower is operating shall be no less than 12,000 square feet in size, and no more than 100,000
square feet.
4.02. Building Material and Design.
A. Design. The Building will be designed in such a way as to not be identifiable as a Craft
Growing Facility. Craft Grower hereby agrees that the Village shall have the right in its reasonable
discretion to approve the Building design and materials. The Building will be designed to look
like other buildings in the Business Park with external, aesthetic enhancements that shall be
approved by the Director of Community Development.
B. Landscaping. Craft Grower shall submit a landscaping plan for the exterior of the
building that is substantially like other buildings in the Business Park for approval by the Direct
of Community Development, which approval will not be unreasonably denied.
C. Fencing and Driveway. The entire Building will be surrounded by an architectural
wrought iron style security fence or equivalent as approved by the Village, no less than eight feet
(8') in height on the sides and rear of the Building and eight feet (8') in front of the Building, but
under no circumstance shall the fencing extend beyond the front corner of the building. The
driveway(s) into the property shall be gated with wrought iron or other metal gates, as approved
by the Director of Community Development, and shall be opened and closed only for permitted
persons as allowed by the Act.
D. Parkin . The parking area shall contain sufficient paved, self-contained (i.e., on the
applicable lot only), ground level, off-street parking spaces, without reliance on parking spaces
located on any other property, unless otherwise approved by the Village. Moreover, parking shall
be compliant with the ADA. Parking shall be provided at a rate of one -point -five (1.5) parking
stalls per employee. It should also be noted, that on -street parking will not count toward the
required number of parking spaces for the establishment.
E. Si na e. The Building shall have no obvious signage that represents cannabis by either
text or image. Moreover, signage shall be limited to the business name and address, and shall be
internally illuminated.
F. Odor Containment. The Building's ventilation system or odor containment system shall
be constructed in such a manner so as to comply with all applicable Codes and Ordinances and the
`/illaaa's %nnin- Performance Standards (thv "ExistingStandards")
G. Applicable Codes. The Village hereby agrees that any building codes or regulations
that it adopts after the effective date hereof that conflict with the Existing Standards shall not be
applicable to the Building.
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4.03 Loading Docks / Refuse Containers. All loading docks for the Building shall be internal.
While trucks are being loaded and unloaded, the dock doors shall remain closed. All refuse
containers shall also be kept within the Building.
4.04 Cessation of Operations. In the event that the Craft Grower License is expired, revoked or
terminated whether by the Village or State, or intervention by the Federal Government, Craft
Grower shall immediately cease its operations and remove all materials related to the growing,
processing and storage of Cannabis.
PUBLIC SAFETY/SECURITY
5.01 Security. Craft Grower shall design and implement a security plan and security system
that satisfies the requirements of Section 30-30 (b) of the Act and any additional requirements as
may be reasonably imposed by the Village. Craft Grower shall deliver to the Village a copy of its
plans and the Village hereby represents and warrants it will use its best efforts to keep all
documents confidential. The security plan shall include facility access controls, surveillance
systems, on -site security personnel, and other security measures required by State and local
regulations. The security plan shall be reviewed and approved by the Elk Grove Village Police
Department.
5.02 Security Connection. Craft Grower shall provide a Direct Connect of security and fire
alarm systems to Northwest Central Dispatch, as well as a video feed to the Elk Grove Village's
Police Department, as well as any necessary equipment needed for the Elk Grove Village Police
Department to view the video feed.
5.03 Video Camera Security System. Craft Grower shall provide the Elk Grove Village Police
Department with direct access to their facility's video camera security system. Moreover, the Craft
Grower shall maintain and store video footage for a total of thirty (30) days. Video footage shall
be provided both inside and outside of the facility. Outside video feed shall include coverage of
the Craft Grower's entrance, parking lots, and loading dock. Should the Elk Grove Village Police
H
Department need additional hardware and software to access the Craft Grower video camera
security system, Craft Grower will be required to provide the Elk Grove Village Police Department
with necessary hardware and software.
5.04 On -site Security Personnel. Craft Grower shall provide on -site security personnel during
normal hours of operation.
5.05 Sprinkler & Fire Alarm System. Craft Grower shall be required to install an approved
automatic sprinkler and fire alarm system throughout the entire Building.
5.06 Inspection. Craft Grower shall be subject to random inspections by the Department of
Agriculture, Department of the State Police, and Elk Grove Village inspectors.
VI
FEES / CONTRIBUTIONS
6.01 Village Fee. Craft Grower hereby acknowledges that the Village will incur certain
extraordinary costs as a result of the location of a Craft Grow Facility in the Village's Business
Park. Such extraordinary costs include, but are not limited to costs for increased Police protection
and monitoring, increased Fire Department monitoring, as well as increased costs of other
departments necessarily incurred to protect and maintain the health, safety and welfare of Village
residents. In this regard, Craft Grower agrees to pay to the Village a fee, the designation of such
as a sales or use tax, impact fee or otherwise to be determined at a later date giving due
consideration to applicable State regulations concerning said fees.
lar�jpcct ;c V1 ♦aV Acte Mined 2osigna"on, t 1, Y i11 Gage ♦ ee Yu�j3vlo dircclly to Elk "roof'.
Village shall be a designated percentage of the gross sales of the Craft Grower to all approved
dispensing facilities, payable monthly. The Village Fee shall be 3.0% of the gross sales of the
Craft Grower.
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Craft Grower shall submit to the Village a copy of the tax return required to be filed with
the Illinois Department of Revenue with respect to its operations at the Building, which return
shall set forth the gross sales for each monthly period submitted. The return shall be accompanied
by payment to the Village the fee as above set forth.
Should the designation of the fee be challenged by the State or any other party for whatever
reason, Craft Grower shall not object or challenge any re -designation, it being understood that the
Village is entitled to such payment, irrespective of form or designation.
6.02 Community Contributions. Starting on February 28, 2021, and prior to February 281h each
year thereafter, Craft Grower shall provide an annual donation in the amount of Five Thousand
U.S. dollars ($5,000) to the Village of Elk Grove Village for community events and outreach. In
addition, Craft Grower shall provide annual donations in the amount of Two Thousand Five
Hundred U.S. dollars ($2,500) to each of the following organizations or programs:
• Kenneth Young Youth Center for drug and mental health treatment programs; and
• Elk Grove Village Cares.
The Village reserves the right to reallocate the annual donations based upon need and
requirements. While the initial community groups are listed above, the Village reserves the right to
modify the list of community organizations, and may also add additional community organizations
while redistributing the allocation allotment.
The Community Contributions, shall be subject to renegotiating by the parties on the tenth
(1 Oth) anniversary of the Commencement Date, provided the Agreement is so extended. In the event
the parties are unable to agree upon new terms within thirty (30) days after the tenth (10th)
anniversary, then this Agreement shall terminate one hundred twenty (120) days thereafter. In no
event shall any new Community Contribution be less than the current Total Community
Contributions.
VII
GENERAL PROVISIONS
7.01 Default. If any Party to this Agreement shall fail to perform any of its obligations under
this Agreement, the other non -defaulting Party may notify, in writing, the defaulting Party and
advise of the alleged failure and demand that same be remedied or cured. No default or breach of
this Agreement shall be deemed committed if the breach or default is remedied within thirty (30)
days, of receipt of such notice. If the defaulting party fails to remedy the default within thirty (30)
days, the non -defaulting party may seek such remedies that are available in a court of law,
including specific performance.
7.02 Entire Agreement / Amendment. This Agreement constitutes the entire agreement between
the parties and there are no oral or parole agreements, representations or inducements existing
between the parties which are not expressly set forth herein and covered hereby. This Agreement
may not be amended or modified except by written agreement signed by all of the parties.
7.03 Severability. If any provision, covenant, agreement or portion of this Agreement, or its
application to any person, entity or property, is held invalid, such invalidity shall not affect the
application or validity of any other provisions, covenants or portions of this Agreement and, to
that end, any provisions, covenants, agreements or portions of this Agreement are declared to be
severable.
7.04 Applicable Law, This Agreement shall be construed in accordance with the laws of the
State of Illinois.
7.05 Notice. All notices and requests required pursuant to this Agreement shall be sent as
follows:
N
Craft Grower:
Fabian Limon
2146 Kilpatrick
Chicago, IL 60639
With copies to:
And
To the Village:
Village of Elk Grove Village
901 Wellington Avenue
Elk Grove, IL 60007-3499
Attn: Village Manager
With copies to:
Village .Attorney
Village of Elk Grove Village
901 Wellington Avenue
Elk Grove Village, IL 60007-3499
All notices sent by mail shall be deemed effectively delivered on the business day next following
the date of mailing. All notices personally delivered, sent by facsimile transmission, or sent by
overnight courier shall be deemed effectively given on the date of such delivery.
7.06 Counterparts. This Agreement may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same agreement.
7.07 Assignment. Craft Grower may not assign; or otherwise transfer all or any nart of its
interest in the Agreement or in the Village License without the prior written consent of the Village;
provided, however, that the Craft Grower may assign its interest without consent to its parent
company, any subsidiary or affiliate of it or its parent company.
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Notwithstanding anything to the contrary contained in this Agreement, Craft Grower may assign,
mortgage, pledge, hypothecate or otherwise transfer without consent its interest in this Agreement
to any financing entity, or agent on behalf of any financing entity to whom Craft Grower (i) has
obligations for borrowed money or in respect of guaranties thereof, (ii) Has obligations evidenced
by bonds, debentures, notes, or similar instruments, or (iii) has obligations under or with respect
to letters of credit, bankers acceptances and similar facilities or in respect of guaranties thereof.
7.08 Term / Renewal.
A. Term. The term of this Agreement shall commence upon execution by both parties and
terminate on the tenth (10�') anniversary of the Commencement Date (the "Term"),
unless otherwise extended.
B. Option to Extend. The term of this Agreement shall be automatically renewable for a
total of two (2) ten (10) year terms (`Renewal Terms") each following the original term
or any renewable term at the annual fee structure stated below and otherwise upon the
same terms and conditions stated in this Agreement. If Craft Grower desires not to
extend any subsequent term of the Agreement, it shall give the Village written notice of
its intention not to extend the term at least ninety (90) days prior to the expiration of the
then current term whereupon the Agreement shall be deemed canceled upon the
expiration of the then current term.
C. Termination. Should the Act be repealed, then this Agreement shall terminate and
Craft Grower shall cease doing business in the Village. Should the State enact new
.egiSiaivLi %iiilvililg uliJ rrJgralli (or its SIiGC,c:JSJff to G011i111UZ, i11211, Su 1Jng as Craft
Grower maintains a valid License and valid Village License, this Agreement shall
automatically be renewed annually for each and every year subsequent to the date
wherein this Agreement is continued. Notwithstanding the above referenced
termination by Craft Grower upon expiration of the current term, Craft Grower shall
have the right to terminate this Agreement by giving the Village written notice of its
intention to terminate at least ninety (90) days prior to the termination date in effect.
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IN WITNESS WHEREOF; the Parties have duly executed this Agreement pursuant to all requisite
authorizations as of the date first above written.
ALPHA CONSULTING AND MANAGEMENT
An Illinois Corporation
By: 4, -
Its Chief Compliance Officer
VILLAGE OF ELK GROVE VILLAGE;
An Illinois Municipal Corporation
By:
Its Mayor
ATTEST:
By:
Village Clerk