Ordinance 2012-06 UNITED CITY OF YORKVILLE
KENDALL COUNTY, ILLINOIS
ORDINANCE NO. 2012-06
ORDINANCE APPROVING A REDEVELOPMENT AGREEMENT FOR THE
DOWNTOWN YORKVILLE REDEVELOPMENT PROJECT AREA
IN THE UNITED CITY OF YORKVILLE, ILLINOIS
Passed by the City Council of the
United City of Yorkville,Kendall County,Illinois
This 10"'day of April, 2012
Published in pamphlet form by the
authority of the Mayor and City Council
of the United City of Yorkville, Kendall
County, Illinois on April 26, 2012.
Ordinance No. 2012-06
ORDINANCE APPROVING A
REDEVELOPMENT AGREEMENT FOR THE
DOWNTOWN YORKVILLE REDEVELOPMENT PROJECT AREA
IN THE UNITED CITY OF YORKVILLE,ILLINOIS
WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City"), is a unit of
local government organized under the laws of the State of Illinois and as such has authority to promote
the health, safety and welfare of the City and its citizens; authority to encourage private investment in
industry, business and housing in order to enhance the tax base of the City; authority to ameliorate
blight; and, authority to enter into contractual agreements with third persons to achieve these purposes;
and,
WHEREAS, the City has identified certain areas within its municipal boundaries where there is
a need for economic assistance in order to address the extraordinary measures which must be undertaken
to accomplish private investment and make the redevelopment thereof economically viable; and,
WHEREAS, pursuant to the Tax Increment Allocation Redevelopment Act of the State of
Illinois, 65 ILLS 5/11-74.4-1, etseq., as from time to time amended (the "TIF Act"), the Mayor and City
Council of the City (collectively, the "Corporate Authorities") are empowered to undertake the
redevelopment of a designated area within its municipal limits in which existing conditions permit such
area to be classified as a "blighted area" as defined in Section 11.74.4-3(a) of the TIF Act; and,
WHEREAS, pursuant to its powers and in accordance with the requirements of the TIF Act, the
Corporate Authorities authorized such surveys and analyses as required by the TIF Act to assess the
conditions of an area consisting of approximately two hundred (200) acres (the "Redevelopment Project
Area"); and, thereafter authorized the preparation of a redevelopment plan setting forth a land use plan,
the objectives of a redevelopment plan, a summary of redevelopment project costs, and such other
Ordinance No. 2012-0(0
Page 2
findings, summary of conditions and statements as required by the TIF Act, (the "Redevelopment
Plan"); and,
WHEREAS, pursuant to the Act and in furtherance of the Redevelopment Plan, Imperial
Investments, LLC (the "Developer") submitted to the City a proposal to acquire certain properties within
the Redevelopment Project Area for the purpose of redevelopment, rehabilitation and renovation and has
advised the City that in order to proceed with this undertaking, financial assistance would be required
for certain costs to be incurred, which costs would constitute "redevelopment project costs" as such term
is defined in the Act; and,
WHEREAS, as a result of the Developer's proposal, the City passed Resolution No. 2011-18 on
August 23, 2011, being a Resolution to Induce the Redevelopment of Certain Property within the
Redevelopment Project Area (the "Resolution"); and,
WHEREAS, the Developer has proceeded with the acquisition of certain properties including
but not limited to the redevelopment, rehabilitation, renovation and repair thereof in reliance upon the
aforesaid Resolution and has now requested a firm commitment for assistance on the part of the City as
set forth in the Redevelopment Agreement attached hereto and made a part hereof, and,
WHEREAS, pursuant to Ordinance No. 2006-46 on June 13, 2006, the Corporate Authorities
approved the Tax Increment Financing Plan for the Yorkville Downtown Redevelopment Project Area
as the Redevelopment Plan for the Redevelopment Project Area; and,
WHEREAS, pursuant to Ordinance Nos. 2006-47 and 2006-48 in accordance with the
requirements of the TIF Act, on June 13, 2006, the Corporate Authorities designated the Redevelopment
Project Area as a "redevelopment project area" and adopted tax increment allocation financing for the
purpose of implementing the Redevelopment Plan for the Redevelopment Project Area; and,
Ordinance No. 2012-0(0
Page 3
WHEREAS, the Corporate Authorities have reviewed the Developer's proposal have
determined that the financial assistance as set forth in said Redevelopment Agreement is warranted
because the implementation of the proposal is in the best interests of the City and the health, safety and
welfare of City residents and taxpayers thereby providing job opportunities and enhancing the tax base
of the City and other taxing districts.
NOW, THEREFORE, BE IT ORDAINED by the Mayor and City Council of the United City
of Yorkville, Kendall County, Illinois, that the Redevelopment Agreement For the Downtown
Redevelopment Project Area by and between the United City of Yorkville and Imperial Investments,
LLC is hereby approved in the form attached hereto and presented to this meeting and the Mayor and
City Clerk are hereby authorized to execute same.
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this
_ 0 day of , A.D. 2012.
CITY CLERK
ROSE ANN SPEARS l/ DIANE TEELING
�l
GEORGE GILSON JR. _ JACKIE MILSCHEWSKI
CARLO COLOSIMO `( MARTY MUNNS
CHRIS FUNKHOUSER LARRY KOT
Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this 073
day of -A tog I L 2012.
r
MAYOR
Ordinance No. 2012-
Page 4
REDEVELOPMENT AGREEMENT FOR THE
DOWNTOWN YORKVILLE REDEVELOPMENT PROJECT AREA
THIS AGREEMENT dated as of the 673 day of 4Aftreh 2012, by and between the
United City of Yorkville, Kendall County, Illinois, a municipal corporation (hereafter the"City")
and Imperial Investments, LLC, an Illinois limited liability company corporation (hereafter the
"Developer").
WITNESSETH:
WHEREAS, by Ordinance No. 2006-46 adopted by the Mayor and City Council of the
City (the "Corporate Authorities") on June 13, 2006, the Downtown Yorkville Tax Increment
Financing Redevelopment Project and Plan (hereinafter the "Redevelopment Plan") was
approved, which project and plan covered some of the oldest properties of the City which
constitute a significant portion of the City's historic Downtown; and,
WHEREAS, by Ordinance No. 2006-47 and No. 2006-48 adopted by the Corporate
Authorities on June 13, 2006, the City designated approximately 200 acres containing 114
buildings as a "redevelopment project area" ("Yorkville Downtown Redevelopment Project
Area") and adopted tax increment financing pursuant to the Tax Increment Allocation
Redevelopment Act(65 ILCS 5/11-74.4-1 et seq.) (hereinafter referred to as the"Act"); and,
WHEREAS, pursuant to the TIF Act, the Corporate Authorities are empowered to
undertake the development and redevelopment of a designated area within its municipal limits in
which existing conditions permit such area to be classified as a"conservation area" as defined in
Section 11.74.4.4-3(a) of the Act as in the case of the Yorkville Downtown Redevelopment
Project Area; and,
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WHEREAS, the Corporate Authorities have determined that the blighting factors which
are readily observed in the Yorkville Downtown Redevelopment Project Area are detrimental to
the public and impair redevelopment of this area of the City, with the result that it is necessary to
incur extraordinary costs in order to undertake its redevelopment and revitalization. The
blighting factors in the Yorkville Downtown Redevelopment Project Area will continue to
impair growth and redevelopment but for the use of tax increment allocation financing to pay
Redevelopment Project Costs (as defined in Section 4 of this Agreement) which necessarily must
be incurred to implement a program of redevelopment; and,
WHEREAS, pursuant to the Act and in furtherance of the Redevelopment Plan the
Developer submitted to the City a proposal to acquire certain properties within the Yorkville
Downtown Redevelopment Project Area for the purpose of redevelopment, rehabilitation and
renovation and has advised the City that in order to proceed with this undertaking, financial
assistance would be required for certain costs to be incurred, which costs would constitute
"redevelopment project costs"as such term is defined in the Act; and,
WHEREAS. as a result of the Developer's proposal, the City passed Resolution No.
2011-18 on August 23, 2011, being a Resolution to Induce the Redevelopment of Certain
Property within the Yorkville Downtown Tax Increment Redevelopment Project Area (the
"Resolution"); and,
WHEREAS, the Developer has proceeded with the acquisition of certain properties
including but not limitied to the redevelopment, rehabilitation,renovation and repair thereof in
reliance upon the aforesaid Resolution and has now requested this Agreement in order to
specifically outline the respective obligations of the parties hereto in connection with the
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implementation of the Redevelopment Plan for the Yorkville Downtown Redevelopment Project
Area all as hereinafter set forth.
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth,the parties agree as follows:
Section 1. Incorporation. The representations and recitations set forth in the preambles
hereto are material to this Redevelopment Agreement and are hereby incorporated into and made
a part of this Redevelopment Agreement as though fully set forth in this Section I and said
representations and recitations constitute the understandings of the City and the Developer.
Section 2. The Imperial Investment Projects.
A. The Developer represents and warrants that it has acquired the following
properties, said properties being located within the Downtown Yorkville Redevelopment Project
Area:
1. The entire property commonly known as 101 W. Van Emmon Street, identified
as Parcel No 02-33-283-014 and any and all past and/or present improvements both interior or
exterior in nature and the said land that encompasses said parcel ( hereinafter referred to as
"Project No. 1");
2. The property commonly known as 217 S. Bridge Street, identified as Parcel
No. 02-32-283-011 and any and all past and/or present improvements both interior or exterior in
nature and the said land that encompasses said parcel. (hereinafter referred to as "Project No. 2"
3. The property commonly known as 219 S. Bridge Street, identified as parcel
No. 02-32-283-012 and any and all past and/or present improvements both interior or exterior in
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nature and the said land that encompasses said parcel (hereinafter referred to as "Project No.
3"; and,
4. The property commonly known as 202/210 Van Emmon, 306/308 Heustis,
identified as parcel Nos. 02-33-158-001, 02-33-158-003, and 02-33-304-001, and any and all
past and/or present improvements both interior or exterior in nature and the said land that
encompasses said parcels No (hereinafter referred to as "Project No. 4").
(Collectively hereinafter referred to as the "Imperial Investment Projects Phase
One")
B. The Developer covenants and agrees to develop the Imperial Investment Projects
Phase One in conformance with all applicable federal, state and City laws, regulations,
ordinances, zoning and building codes, life safety codes, property maintenance codes and all
other applicable ordinances of the City (collectively hereinafter referred to as the "Legal
Requirements") as in effect as of the date the Imperial Investment Projects Phase One were
purchased, which projects include the following components:
1. No. 1:
(a) acquisition of 101 W. Van Emmon Street;
(b) renovation,rehabilitation and remodeling of the first floor:
(c) renovation,rehabilitation and remodeling of the second floor;
(d)renovation, rehabilitation and remodeling of the basement;;
(e) renovation, rehabilitation of adjoining space;
(f) outdoor seating area;as maybe attached to or a part of 101 W. Van
Emmon;
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(g) outdoor lighting, landscaping and signage and any other improvements
to the entire parcel.
2. Project No. 2:
(a) acquisition of 217 S. Bridge Street;
(b) renovation, rehabilitation and remodeling
(c) facade renovation including awnings, lighting and landscaping, signage
and any other improvements to the entire parcel.
3. Follies Box Office Project No. 3:
(a) acquisition of 219 S. Bridge Street
(b) renovation, rehabilitation and remodeling; and
(c) exterior improvements including but not limited to facade renovation,
roof replacement, lighting and landscaping, signage, awnings, exterior
seating and any other improvements to the entire parcel.
4. Van Emmon Apartments Project No. 4:
(a) acquisition of 202 E. Van Emmon, 210 E. Van Emmon, 306 Heustis
Street, and 308 Heustis Street and all common areas.
(b) renovation, rehabilitation and remodeling of apartment units and all
common areas; and
(c) exterior improvements including lighting and landscaping, and all
common areas.
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C. The Developer has submitted estimated budgets, attached hereto as Exhibit A, (
which budgets are subject to annual revision as hereinafter provided) (the "Estimated Budget")
for each of the Imperial Investment Projects Phase One, which budgets (the "Estimated Budget")
for each of the Imperial itemize an estimate of thetotal costs to be incurred by the Developer in
connection with the Imperial Investment Projects Phase One.
D. The Developer hereby represents and warrants that financing and/or private funds are
available and sufficient to complete the Imperial Investment Projects.
E. The Developer represents and agrees that it shall invest no less that $2,000,000 to
complete Imperial Investment Projects Phase One.
Section 3. Developer's Obligations as a Condition Precedent to the City's Commitment.
A. On or before December 31, 2013, the Developer shall have completed a majority of
all of the Imperial Investment Projects Phase One in a good and workmanlike manner and in
accordance with the Legal Requirements in effect as of the date of the purchase of said projects
by the Developer.
Section 4. Obligations and Commitments of the City.
A. (i) So long as no notice pursuant to Section 20 has been issued to the Developer and
remains uncured and so long as the Developer shall have completed the redevelopment,
rehabilitation and renovation and continues to operate Project No. 1, No. 2, Project No. 3; and
continues to renovate Van Emmon Apartment Project No. 4; all in accordance with the Legal
Requirements, the City shall reimburse the Developer for "Redevelopment Project Costs" as
hereinafter defined to pay any cost included in the Estimated Budget for Imperial Investment
Projects Phase One and such costs as hereinafter may be incurred by the Developer in connection
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with each of the projects included in Imperial Investment Projects Phase One which are eligible
as Redevelopment Project Costs; said reimbursement to be in an amount not to exceed twenty-
five percent (25%) of the total investment on the part of the Developer for Imperial Investment
Projects Phase One plus costs of financing, marketing, professional fees and any additional
improvements made by the Developer..
(ii) The Developer shall annually deliver to the City a revised Estimated Budget for each
of the Imperial Investment Projects Phase One itemizing any additional costs incurred after the
date hereof.
(iii) The Developer shall have the right to submit additional projects to the City in the
Yorkville Downtown Redevelopment Project Area and upon approval by the City of such
additional projects ("Imperial Investment Future Projects") as being in furtherance of the
Redevelopment Plan, the Developer shall add all costs incurred in connection with the approved
Imperial Investment Future Projects to the Estimated Budget, as annually revised. The
Developer shall be reimbursed for all eligible Redevelopment Project Costs in connection with
the Imperial Investment Future Projects approved by the City in accordance with the same
limitations, requirements and procedures for reimbursement of the Imperial Investment Projects
Phase One.
B. For purposes of this Agreement, "Redevelopment Project Costs" shall mean and
include all costs and expenses defined as "redevelopment project costs" in Section 11-74.4-3(q)
of the TIF Act which are eligible for reimbursement under the TIF Act, including land
acquisition costs. The City shall reimburse the Developer for Redevelopment Project Costs
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pursuant to this Agreement only from amounts on deposit from time to time in the Imperial
Investment Subaccount of the STAF, as defined below. Monies deposited from time to time in
the Special Tax Allocation Fund of the City (the "Special Tax Allocation Fund" or the "STAF"),
established by the City pursuant to Ordinance No. 2006-48 will be used for the following
purposes:
(i) On October I of each year [or, if later, that date which is ten (10) days
following the date upon which the City receives Incremental Taxes (as defined
below) from the second installment of real estate taxes (the "STAF Allocation
Date")], 85% of the monies credited to the STAF with respect to the Imperial
Investment Projects Phase One during the period from the immediately preceding
STAF Allocation Date to, but not including, the current STAF Allocation Date
shall be transferred and deposited into the Imperial Investment Subaccount of the
STAF (which Subaccount shall be automatically created by the ordinance
approving this Agreement) and used solely to reimburse the Developer for
Redevelopment Project Costs in accordance with this Agreement.
(ii) In addition to the foregoing, the City shall deposit at the aforesaid times,
85% of the monies credited to the STAF with respect to any Imperial Investment
Future Project which has been approved by the City as being in furtherance of the
Redevelopment Plan to be used to reimburse the Developer for any eligible
Redevelopment Project Costs, as itemized in the Estimate Budget for said
additional projects, pursuant to the procedures hereinafter set forth.
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For purposes of this Agreement, in order to apply 85% of the Incremental Taxes (as
hereinafter defined) to reimburse the Developer for Redevelopment Project Costs incurred in
connection with any Imperial Investment Future Project to be undertaken by the Developer such
project or projects shall be reviewed and approved by the Corporate Authorities on the basis that
such project or projects are in compliance with the Legal Requirements that are in place and
applicable at the time of said approval; and, that such project or projects areis in furtherance of
the Redevelopment Plan for the Downtown Yorkville Redevelopment Project Area.
THE CITY'S OBLIGATIONS TO REIMBURSE THE DEVELOPER UNDER THIS
AGREEMENT IS A LIMITED OBLIGATION PAYABLE SOLELY FROM INCREMENTAL
TAXES DEPOSITED IN THE IMPERIAL INVESTMENT SUBACCOUNT OF THE STAF
FROM TIME TO TIME AND SHALL NOT BE SECURED BY THE FULL FAITH AND
CREDIT OF THE CITY. As used in this Agreement, "Incremental Taxes" shall mean the
amount in the STAF equal to the amount of ad valorem taxes, if any, paid in respect of the
Redevelopment Project Area and its improvements which is attributable to the increase in the
equalized assessed value of all the Imperial Investment Projects and all Imperial Investment
Future Projects which have been approved by the City and their improvements over the initial
equalized assessed value of all approved Imperial Investment Project.
Section S. Procedures for and Application of Reimbursement to the Developer.
A. To establish a right of reimbursement for a specific Redevelopment Project Cost
under this Agreement, the Developer shall submit to the City a written statement in the form
attached to this Agreement as Exhibit B (a "Request for Reimbursement") setting forth the
amount of reimbursement requested and the specific Redevelopment Project Costs for which
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reimbursement is sought. Each Request for Reimbursement shall be accompanied by such bills,
contracts, invoices, lien waivers or other evidence as the City shall reasonably require to
evidence the right of the Developer to reimbursement under this Agreement. The Mayor or his
or her designee, shall have thirty (30) days after receipt of any Request for Reimbursement from
the Developer to recommend to the City Treasurer approval or disapproval of such Request and,
if disapproved, to provide the Developer, in writing and in detail, an explanation as to why the
City is not prepared to recommend such reimbursement. The only reasons for disapproval of any
expenditure for which reimbursement is sought shall be that inadequate documentation has been
provided to substantiate such expenditure; that it was not incurred and completed by the
Developer in accordance with all the Legal Requirements and the provisions of this Agreement,
including without limitation, all approved permits; or, that twenty-five percent (25%) of the total
investments of the Developer in the Yorkville Downtown Redevelopment Project Area have
been paid to the Developer. The parties acknowledge that the determination of Redevelopment
Project Costs and qualification for reimbursement under this Agreement are subject to the TIF
Act, all amendments to the TIF Act both before and after the date of this Agreement, and all
administrative rules and judicial interpretations rendered during the term of this Agreement. The
City has no obligation to the Developer to attempt to modify said rules or decisions but will
cooperate with the Developer in obtaining approval of Redevelopment Project Costs.
C. Reimbursement of Redevelopment Project Costs shall be made annually on each
STAF Allocation Date (or, if later,the date which is ten (10) days following approval by the City
of payment of such Redevelopment Project Costs); provided that reimbursement of
Redevelopment Project Costs shall only be made to the extent money is available therefore in the
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Imperial Investment Subaccount of the STAF. To the extent money in the Imperial Investment
Subaccount is insufficient to reimburse the Developer for Redevelopment Project Costs, such
Request for Reimbursement shall be held for payment on the following STAF Allocation Date.
Section 6. Undertakings on the Part of Developer.
The Developer hereby covenants and agrees to promptly pay, as the same become
due, any and all taxes and governmental charges of any kind that may at any time be assessed
with regard to its operation including all real estate taxes assessed against the Imperial
Investment Projects or any other location in the City owned or controlled by the Developer.
Section 7. Term. Unless earlier terminated pursuant to Section 20, the term of this
Redevelopment Agreement shall commence on the date of execution and end December 31,
2029 (the "Termination Date"). In the event the Redevelopment Plan has not been accomplished
on or before the Termination Date, the City agrees to review its ability to extend the designation
of the Redevelopment Project Area under the TIF Act.
Section 8. Verification of Tax Increment. The Developer shall use its best efforts to
cooperate with the City in obtaining certified copies of its real estate tax bills payable in 2012,
and paid in each subsequent year during the term of this Redevelopment Agreement.
Section 9. No Liability of City for Others for Developer's Expenses. The City shall
have no obligation to pay costs of any of the Imperial Investment Projects or to make any
payments to any person other than the Developer, nor shall the City be obligated to pay any
contractor, subcontractor, mechanic, or material man providing services or materials to the
Developer for the development of the Imperial Investment Projects.
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Section 10. Time; Force Majeure. Time is of the essence of this Redevelopment
Agreement, provided, however, a party shall not be deemed in material breach of this
Redevelopment Agreement with respect to any obligations of this Redevelopment Agreement on
such party's part to be performed if such party fails to timely perform the same and such failure
is due in whole or in part to any strike, lock-out, labor trouble (whether legal or illegal), civil
disorder, weather conditions, failure or interruptions of power, restrictive governmental laws
and regulations, condemnations, riots, insurrections, acts of terrorism, war, fuel shortages,
accidents, casualties, floods, earthquakes, fires, acts of God, epidemics, quarantine restrictions,
freight embargoes, acts caused directly or indirectly by the other party (or the other party's
agents, employees or invitees) or similar causes beyond the reasonable control of such party
("Force Majeure"). If one of the foregoing events shall occur or either party shall claim that
such an event shall have occurred, the party to whom such claim is made shall investigate same
and consult with the party making such claim regarding the same and the party to whom such
claim is made shall grant any extension for the performance of the unsatisfied obligation equal to
the period of the delay, which period shall commence to run from the time of the commencement
of the Force Majeure; provided that the failure of performance was reasonably caused by such
Force Majeure.
Section 11. Assignment. This Redevelopment Agreement may not be assigned by the
Developer without the prior written consent of the City, which consent shall not be unreasonably
withheld.
Section 12. Developer's Indemnification. The Developer shall indemnify and hold
harmless the City, its agents, officers and employees against all injuries, deaths, losses, damages,
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claims, suits, liabilities, judgments, costs and expenses (including any liabilities, judgments,
costs and expenses and reasonable attorney's fees) which may arise directly or indirectly from
any third-party claims made against the City as a result of the failure of the Developer or any
contractor, subcontractor or agent or employee thereof(so long as such contractor, subcontractor
or agent or employee thereof is hired by the Developer) to timely pay any contractor,
subcontractor, laborer or material men; from any default or breach of the terms of this
Agreement by the Developer; or from any negligence or reckless or willful misconduct of the
Developer or any contractor, subcontractor or agent or employee thereof (so long as such
contractor, subcontractor or agent or employee is hired by the Developer). The Developer shall,
at its own cost and expense, appear, defend and pay all charges of attorneys, costs and other
expenses arising therefrom or incurred in connection therewith. If any judgment shall be
rendered against the City, its agents, officers, officials or employees in any such action, the
Developer shall, at its own expense, satisfy and discharge the same. The paragraph shall not
apply, and the Developer shall have no obligation whatsoever, with respect to any acts of
negligence or reckless or willful misconduct on the part of the City or any of its officers, agents,
employees or contractors.
Section 13. Waiver. Any party to this Redevelopment Agreement may elect to waive
any remedy it may enjoy hereunder, provided that no such waiver shall be deemed to exist unless
the party waiving such right or remedy does so in writing. No such waiver shall obligate such
party to waive any right or remedy hereunder, or shall be deemed to constitute a waiver of other
rights and remedies provided said party pursuant to this Redevelopment Agreement.
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Section 14. Severability. If any section, subsection, term or provision of this
Redevelopment Agreement or the application thereof to any party or circumstance shall, to any
extent, be invalid or unenforceable, the remainder of said section, subsection, term or provision
of this Redevelopment Agreement or the application of same to parties or circumstances other
than those to which it is held invalid or unenforceable, shall not be affected thereby.
Section 15. Notices. All notices, demands, requests, consents, approvals or other
instruments required or permitted by this Redevelopment Agreement shall be in writing and shall
be executed by the party or an officer, agent or attorney of the party, and shall be deemed to have
been effective as of the date of actual delivery, if delivered personally, or as of the third (3`d) day
from and including the date of posting, if mailed by registered or certified mail, return receipt
requested, with postage prepaid, addressed as follows:
To the Developer. Imperial Investments, LLC
Zo- b on
With a copy to: I'0X'k-r111 p/ -T(— C6 5 6 0)
To the City: United City of Yorkville
800 Game Farm Road
Yorkville, Illinois 60560
Attention: City Administrator
With a copy to: Kathleen Field Orr
Kathleen Field Orr& Associates
53 W. Jackson Blvd.
Suite 935
Chicago, Illinois 60604
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Section 16. Successors in Interest. This Redevelopment Agreement shall be binding
upon and inure to the benefit of the parties to this Redevelopment Agreement and their
respective successors and assigns.
Section 17. No Joint Venture,Agency or Partnership Created. Neither anything in this
Redevelopment Agreement nor any acts of the parties to this Redevelopment Agreement shall be
construed by the parties or any third person to create the relationship of a partnership, agency, or
joint venture between or among such parties.
Section 18. Warranties and Covenants of the Developer.
A. The Developer hereby covenants and agrees to maintain good standing as an
Illinois limited liability company throughout the term of this Redevelopment Agreement.
B. The Developer hereby covenants and agrees to promptly pay, as the same become
due, any and all taxes and governmental charges of any kind that may at any time be lawfully
assessed against any of the Imperial Investment Projects or Imperial Investment Future Projects
approved by the City with including all real estate taxes assessed against all of the Imperial
Investment Projects or any other property or business in the City owned or controlled by the
Developer.
C. The Developer covenants and agrees that at all times it shall comply with the
Legal Requirements and all applicable zoning ordinances and regulations, building code, fire
code and all other City ordinances, resolutions and regulations, as in effect as of the date of the
approval of each project.
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D. The Developer hereby covenants and agrees to comply with all applicable laws,
rules and regulations of the State of Illinois, the United States and all agencies of each of them
having jurisdiction over it.
Section 19. No Discrimination — Construction. The Developer for itself and its
successors and assigns agrees that in the construction of the Imperial Investment Projects and
future projects approved by the City, provided for in this Redevelopment Agreement, the
Developer shall not discriminate against any employee or applicant for employment because of
race, color, religion, sex or national origin. The Developer shall take affirmative action to
require that applicants are employed and that employees are treated during employment, without
regard to their race, creed, color, religion, sex or national origin unless there is a false claim and
or accusation Such action shall include, but not be limited to, the following: employment
upgrading, demotion or transfer; recruitment or recruitment advertising and solicitations or
advertisements for employees; layoff or termination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The Developer agree to post
in conspicuous places, available to employees and applicants for employment, notices, which
may be provided by the City, setting forth the provisions of this nondiscrimination clause.
Section 20. Remedies—Liability.
A. If, in the City's judgment, the Developer is in material default of this
Redevelopment Agreement, the City shall provide the Developer with a written statement
indicating in adequate detail any failure on the Developer's part to fulfill its obligations under
this Redevelopment Agreement. Except as required to protect against further damages, the City
may not exercise any remedies against the Developer in connection with such failure until thirty
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(30) days after giving such notice. If such default cannot be cured within such thirty (30) day
period, such thirty (30) day period shall be extended for such time as is reasonably necessary for
the curing of the same, so long as the Developer diligently proceeds with such cure; if such
default is cured within such extended period, the default shall not be deemed to constitute a
breach of this Redevelopment Agreement. A default not cured as provided above shall constitute
a breach of this Redevelopment Agreement. Any failure or delay by the City in asserting any of
its rights or remedies as to any default or alleged default or breach shall not operate as a waiver
of any such default or breach of any rights or remedies it may have as a result of such default or
breach.
B. If the Developer materially fails to fulfill its obligations under this
Redevelopment Agreement after notice is given by the City and any cure periods described in
paragraph (a) above have expired, the City may elect to terminate this Redevelopment
Agreement or exercise any right or remedy it may have at law or in equity, including the right to
specifically enforce the terms and conditions of this Redevelopment Agreement. If any
proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or
unable to pay the Developer's debts, or the Developer makes an assignment for the benefit of its
creditors, or a trustee or receiver is appointed for the Developer or for the major part of the
Developer's property, the City may elect, to the extent such election is permitted by law and is
not unenforceable under applicable federal bankruptcy laws, but is nor required, with or without
notice of such election and with or without entry or other action by the City, to forthwith
terminate this Redevelopment Agreement under this Section, the City's sole obligation shall be
to record, in the office of the Kendall County Recorder, a Certificate of Default, executed by the
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Mayor of the City or such other person as shall be designated by the City, stating that this
Redevelopment Agreement is terminated pursuant to the provisions of this Section, in which
event this Redevelopment Agreement by virtue of the recording of such certificate, shall ipso
facto automatically become null and void and of no further force and effect..
C. If, in the Developer's judgment, the City is in material default of this
Redevelopment Agreement, the Developer shall provide the City with a written statement
indicating in adequate detail any failure on the City's part to fulfill its obligations under this
Redevelopment Agreement. The Developer may not exercise any remedy against the City in
connection with such failure until (30) days after giving such notice. A default not cured as
provided above shall constitute a breach of this Redevelopment Agreement. Any failure or delay
by the Developer in asserting any of their rights or remedies as to any default or any alleged
default or breach shall not operate as a waiver of any such default or breach of shall not operate
as a waiver of any such default or breach of any rights or remedies it may have as a result of such
default or breach.
D. In addition to any other rights or remedies, a party may institute legal action
against the other party to cure, correct or remedy any default, or to obtain any other remedy
consistent with the purpose of this Redevelopment Agreement, either at law or in equity,
including, but not limited to the equitable remedy of an action for specific performance;
provided, however, no recourse under or upon any obligation contained herein or for any claim
based thereon shall be had against the City, its officers, agents, attorneys, representatives or
employees in any amount or in excess of any specific sum agreed to be paid by the City
hereunder, and no liability, right or claim at law or in equity shall be attached to or incurred by
18
the City, its officers, agents, attorneys, representatives or employees in any amount in excess of
any specific sums agreed by the City to be paid hereunder and any such claim is hereby
expressly waived and released as a condition of and as consideration for the execution of this
Redevelopment Agreement by the City. Notwithstanding the foregoing, in the event either party
shall institute legal action against the other party because of a breach of any Redevelopment
Agreement or obligation contained in this Redevelopment Agreement, the prevailing party shall
be entitled to recover all costs and expenses, including reasonable attorneys' fees, incurred in
connection with such action.
E. The rights and remedies of the parties are cumulative and the exercise by a party
of one or more of such rights or remedies shall not preclude the exercise by it, at the same time
or different times, of any other rights or remedies for the same default or for any other default by
the other party.
Section 21. Amendment. This Redevelopment Agreement, and any exhibits attached to
this Redevelopment Agreement, may be amended only in a writing signed by all the parties with
the adoption of any ordinance or resolution of the City approving said amendment, as provided
by law, and by execution of said amendment by the parties or their successors in interest. Except
as otherwise expressly provided herein, this Redevelopment Agreement supersedes all prior
Redevelopment Agreements, negotiations and discussions relative to the subject matter hereof.
Section 22. Counterparts. This Redevelopment Agreement may be executed in two or
more counterparts, each of which shall be deemed an original but all of which together shall
constitute one and the same instrument.
19
IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment
Agreement to be executed by their duly authorized officers on the above date at Yorkville,
Illinois.
United City of Yorkville, an Illinois
municipal corporation
By: A, -
Mayor
Attest:
City Clerk
IMPERIAL INVESTMENTS, LLC, an Illinois
limited liability company
By:
Pr nt
Attesf;
Ocrto
20
Exhibit A
Estimated Project Budgets
Redevelopment Project Costs
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Exhibit B
REQUEST FOR REIMBURSEMENT
City of Yorkville
Yorkville,Illinois 61490-9999
Re: Redevelopment Agreement for the Downtown Yorkville Redevelopment Project Area dated
, by and between the City of Yorkville, an Illinois municipal
corporation, and Imperial Investments, LLC, an Illinois limited liability company
(collectively the"Developer")
Dear Sir:
You are requested to approve the disbursement of funds from the Sub-Account established by the City of
Yorkville pursuant to the Agreement described above in the amount(s),to the person(s) and for the purpose(s) set
forth in this Request for Reimbursement.
1. Request for Reimbursement No.:
2. Payment Due to:
3. Amount to be Disbursed:
4. The amount requested to be disbursed pursuant to this Request for Reimbursement will be used to
pay Redevelopment Project Costs as defined in the Agreement and as listed on the Schedule to
this Request for Reimbursement.
5. The undersigned certifies that:
(i) the amounts included in 3 above were made or incurred or financed and were necessary
for the project and were made or incurred in accordance with the construction contracts,
plans and specifications heretofore in effect;
(ii) the amounts paid or to be paid,as set forth in this Request for Reimbursement,represents
a part of the funds due and payable for Redevelopment Project Costs;
(iii) the expenditures for which amounts are requisitioned represent proper Redevelopment
Project Costs identified in the Agreement, have not been included in any previous
Request for Reimbursement,have been properly recorded on the Developer's books and
are set forth on the attached Schedule,with paid invoices attached for all sums for which
reimbursement is requested;
(iv) the moneys requisitioned are not greater than those necessary to meet obligations due and
payable or to reimburse the Developer for his funds actually advanced for
Redevelopment Project Costs;
(v) the amount of Redevelopment Project Costs to be reimbursed in accordance with this
Request for Reimbursement, together with all amounts reimbursed to the Developer
pursuant to the Agreement, is not in excess of twenty-five percent (25%) of the
Developer's total investment in the Downtown Yorkville Redevelopment Project Area;
(vi) the Developer is not in default under the Agreement(as proven based on a court of law,
the City cannot arbitrarily withhold funds)and nothing has occurred to the knowledge of
the Developer that would prevent the performance of its obligations under the
Agreement.
6. Attached to this Request for Reimbursement is Schedule# together with copies of invoices
or bills of sale and Mechanic's Lien Waivers or and unless the Developer fully indemnifies the
City and or the payee if not the same.covering all items for which reimbursement is being
requested.
Imperial Investments,LLC,an Illinois limited liability
company
Date:
By:
22
APPROVED:
City of Yorkville,an Illinois municipal corporation