City Council Packet 2011 02-08-11 meeting handouts United City of Yorkville
FY 09/ 10 Audit
City Council
February 8 , 2011
Background
Discussion outlined in February 4 , 2011
memo from Bart Olson to, City Council in
City Council packet for tonight's meeting
http://yorkvil,le.il.us/201 i MeetingMinutesAgendasandPackets.php
FY 09/ 10 runs from :
May 1 , 2009 to April 30, 2010
How did we get here ?
Definition of " here "
From estimating a $0 general fund fund balance in
February 2010 to a negative N$492 ,000 fund
balance as of April 30, 2010
For a more comprehensive definition of "here, "
check ,fast City Council and Administration Committee
packets for the past year and stay tuned for the FY
11/ 12 budget discussions over the next few months
How did we get here ?
Four reasons in FY 09/ 10
Bad debt writ offs
Sales Tax incentive agreements
Police capital fund loan rejected
Health insurance and salary budget estimates
were wrong
How did we get here ?
Bad Debt
Dollar amounts listed on our books as
assets ( accounts receivable) that were not
received
When those assets are not received , or
not expected to be received , they are
turned into "' bad debt "' and are, removed
from our financial statements as an asset
How did we here ?
Bad Debt
The City 's bad debt policy has a general
timeframe of 12 months to wait from declaring
something bad debt and writing it off the books :
Policy instituted in 2008 .
An example of bad debt :
City enters into an agreement to complete a piece of
infrastructure, with a commitment from a developer to
reimburse by a certain date
The commitment, because it is within a legal document,
is listed as a receivable (asset) in our books
The reimbursement date passes
One year later, the receivable is declared a bid debt
and is written down
Howdid we get here ?
Bad Debt
This form of asset tracking is the accepted
way of government budgeting and auditing
How did we get here ?
Bad Debt
None of the bad debt written off this
year is " new "
If it's not a " new " issue, why are we
discussing it?
Because our staff and the auditors decided to
write-off a large percentage of the remaining bad
debt that is not tied to the landfill application
This gives us a more clear picture of our fund
balance
How did we get here ?
Sales tax
" Prior period adjustment"
Sales tax rebates were booked in FY 09/10 that
should have been booked in FY 08/09
Impact on FY 09/ 10 audit is $ 177,283
Kendall Marketplace was a larger
percentage of total sales tax than expected
Impact an FY 09/ 10 audit is $ 153, 140
How did we get here ?
Police capital loan
During revised budged discussions, the
police capital fund was going to loan the
general fund $ 103 , 000
would be repaid over next four fiscal years
Loan was to be booked as revenue
Auditors and staff decided after the fact
that it wasn 't proper, so it was not
completed
How did we get here ?
Health insurance and salary budget estimates
The easiest issue to understand
Health insurance and salary budget estimates were
wrong
It appears figures were not updated as employees
left the City mid-year
How do we get to where we want to be?
With a nega tive fund balance and poor cash
position , budget surpluses must be run each
year in the general Lund for the next few fiscal
years
With layoffs, other non - personnel cuts, new
revenues ( OTBf cell towers) the City is better
positioned to run budget surpluses in the
general fund for the next few fiscal years
More adjustments must be made, and will
during the FY 11/ 12 budget discussion
How do we get to where we want to be ?
The budget process
FY 11/ 12 Tentative Budget Timeline
City Administrator and Finance Director meeting
with the Mayor and department heads this next week
Available for public inspection Friday, February 18
Saturday, February 26 at gam - Special City
Council
March 8 - Budget public hearing
March 22 - City Council discussion
April 12 - City Council discussion
April 26 - City Council (last possible date to
approve budget)
•��° �'''�- Memorandum
To: Bart Olson, Interim Director of Parks & Recreation
EST. 1836
.: From: Laura Schraw, City Park Designer
CC: Scott Sleezer, Superintendent of Parks
=O Date: January 20, 2011
i<cE �av� Subject: OSLAD 2011 Riverfront Park Grant Proposal
Project Timeline
Bicentennial Riverfront Park's Whitewater Canoe/Kayak Chute is expected to be completed by
the Illinois Department of Natural Resources (IDNR) by May 31, 2011. They expect to begin
Phase III of the pedestrian bridge installation this summer.
OSLAD Grant Applications are due July 1". There are several reasons Staff would like to begin
the discussion and plan revisions to the park design. First, the park plan will probably be
displayed at the Canoccopia in March and a new design would be beneficial at this expo. Second,
another public hearing should be held to discuss the park design and any additional amenities
that should be added. Third, I have limited time to work on revisions, and am requesting that we
determine a design as soon as possible so that the decision to apply for an OSLAD grant can be
discussed using this new design during my absence.
Tentative Project Review Timeline
January 25 —Park Board review of design and comment for additional elements
February 8 —City Council review of design and comment for additional elements
February 10—Public Meeting at 6pm on park design prior to Park Board meeting
February 24—Park design revisions to Park Board
March 10—Park design revisions to City Council
March 12 --Canoecopia!
Additional Grant Applications for Park Site
At this time the City has not yet heard about any award of the Boat Access and Development
Grant to add a boat launch and access drive/parking lot or the EPA 319 grant to upgrade the
asphalt parking lot to eco-pavers to create a more environmentally friendly and educational
element to the park. Bart has been working with the contractor on site to store then spread gravel
on site at no cost to the City for a parking facility. Both of these grants primarily deal with
parking and NOT park development.
2010 OSLAD Grant Review
The grant reviewer for this project stated that we don't need to change anything to make our
application stronger. The weakest element that scored the lowest was the playground. Lowering
the amount of funds allocated to the playground would NOT help our application standings. Last
year the state only had $11 million worth of grant money to award. Previous years were over$20
million. The grant reviewer stated that if it had been a normal year of$20 million, we would
have received grant funds. With the smaller funding pool, we were not high enough on the list.
Existing Design Review
This park is a high use facility for residents that want to come have a picnic, use the playground,
or host a festival under the shelter. In the conceptual design, the existing large shelter will
remain, but the brick stairs are beginning to fall apart and need to be replaced with new stairs.
The playground equipment, nearing 15 years of use, is at the end of its life cycle and is due for
an update. The playground is scheduled to be removed this winter, and at this time funds are not
being allocated at this time for playground replacement.
At the request of several public meeting attendees, Park Board members, and City Council
members in 2010, we included the playground into the budget. Relocating the playground will
allow the old playground area to become a civic lawn perfect for concert seating, festival events,
or hosting a farmers market or other vendor fair. A memorial area was included. The only
elements that can be reimbursed through the grant are pavers and benches for a memorial. A
monument stone can be added outside of the grant funding. Re-using the small wooden shelters
and moving them to the woods will provide a great picnic spots for canoe or kayak users who
pull off onto the canoe beach for a lunch break on their way down the river. Items also included
adding port-o-let shelters for additional restroom facilities, a shared-use trail to connect the park
from one end to the other, and providing vendor stations with electrical outlets at the new
security lighting (our standard lights in each park). The project also included an accessible
fishing pier upstream of the dam and canoe/kayak chute; no fishing will be allowed at the chute.
Landscape and woodland restoration would help restore the grass for festival use, as well as
improve the woodland habitat from its current scrub trees to desired native species.
Additional Elements Requested
Many paddlers have contacted the City and have requested certain facilities, such as changing
stations, be included in the park. Other suggestions for the park have been mentioned to Staff,
such as showers, and Staff would like to ask the Park Board of any additional facilities or ideas
that they have heard people request for this park.
Budget
The grant budget will be revised after a consensus on the park design. The City would apply for
the maximum reimbursement of$400,000 and again use Corlands property as the acquisition
match.
Plan Revisions
Staff is requesting that we openly discuss any additional park design suggestions and set a public
hearing for February 10`x` at 6pm.
Yorkville Nixes Sewer Hike-Bond Buyer Article 213111 9.06 AM
THE BONID BUYER
THE DAILY NEWSPAPER of PUBLIC FINANCE
Yorkville Nixes Sewer Hike
Wednesday, February 2, 2011
By Yvette Shields
The Yorkville City Council last week voted against asking residents to cover a $264,000 shortage in revenue needed in
the city's sewer fund to cover debt payments coming due next year, according to published reports.
The council voted 4-4 to impose the fee. While Mayor Valerie Burd typically would cast the deciding vote in a tie, she
was absent, so the measure failed.
The city, which is 50 miles west of Chicago, last month approved a ballot measure asking voters to approve a 1%
sales tax increase to cover sewer bond payments.
If voters approve the tax hike, Yorkville has said it could then afford to abate a portion of property taxes that go to
repay city sewer debt.
1,2011 The Bond Buyer and SourceMedia fnc., AU rights reserved. Use, duplication, or sale of this service, or data contained herein,
except as described in the subscription agreement, is strictly prohibited. Trademarks page,
Client Services 1-800-221.1809, 8:30am - 5:30pm, ET
For information regarding Reprint Services please visit: htLp:I/license.icopyright.net/3.7745?icx_id=20090817FNNRUTWS
http:/lwww.bondbuyer.com/issues/120 22/-1022783-1.html7zkPrintable=true Page 1 of 1
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE
This SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE (the
"Agreement") is entered into as of this day of February, 2011 by and between Plaintiff,
ASPEN RIDGE ESTATES, LLC, an Illinois limited liability company (hereinafter "Aspen
Ridge"), and Defendants, UNITED CITY OF YORKVILLE, a municipal corporation
(hereinafter "Yorkville" or the "City"), ART PROCHASKA, JAMES BOCK, DEAN WOLFER,
JOSEPH BESCO, PAUL JAMES, MARTY MUNNS, TRAVIS MILLER, JOHN WYETH, and
ENGINEERING ENTERPRISES, INC., an Illinois corporation (hereinafter "EEI") (collectively
referred to from time to time as "the Defendants").
WHEREAS, on August 7, 2008, Aspen Ridge filed a lawsuit against the City, several of
its current and former officials and employees, and EEI in the United States District Court for the
Northern District of Illinois, which lawsuit was docketed as Case Number 08 C 4479 (the
"Lawsuit");
WHEREAS, the Lawsuit arises out of the Plaintiffs petition for, and the City's
subsequent approval of annexation, zoning and development of the approximately 125.674 acres
located in Kendall County, Illinois and owned by Aspen Ridge(hereinafter"the Property").
WHEREAS,the City has filed a counterclaim in the Lawsuit against Aspen Ridge;
WHEREAS, Aspen Midge subsequently filed a counterclaim in the Lawsuit against the
City;
WHEREAS, the parties have denied, and continue to deny, that they, individually or
collectively, have liability for any of the acts or omissions alleged against them in the Lawsuit;
and
QBU 2223496.2 l
WHEREAS, in order to avoid the time and expense of further contested litigation,
together with the uncertainty thereof, the parties hereto desire to settle and compromise any and
all claims, whether known or unknown, that any party has,or may have, against any other party.
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises
and covenants contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged,the parties agree as follows.
1. Non-Admission of Liability. Nothing contained herein or accomplished hereby
shall be construed or deemed to be an admission by any of the parties that he, she or it has any
liability for the claims alleged against such party in the lawsuit,the same being expressly denied.
In addition, neither this Agreement nor anything contained herein or accomplished hereby shall
be admissible in any court of law or in any administrative or other proceeding of any kind or
nature,except in a proceeding to enforce the terms of this Agreement.
2. Payment of Settlement Amount. Defendants shall pay to Aspen Ridge the sum
of Seven Hundred Twenty-Five Thousand and 001100 ($725,000.00) (the"Settlement Payment")
as follows.
a. Within thirty (30) days following execution of this Agreement, the City
and/or its insurer on behalf of itself and the Individual Defendants shall
pay to Aspen Ridge the sum of Six Hundred and Fifty Thousand and
00/100 ($650,000.00)Dollars;
b. Within thirty (30) days following execution of this Agreement, EE1 shall
pay to Aspen Ridge the sum of Fifty Thousand and 001100 ($50,000.00)
Dollars;
QB112223496.2 2
c. Contemporaneously with the execution of this Agreement, the City shall
deliver to the attorneys for Aspen Ridge a promissory note in the principal
amount of Twenty-Five Thousand Dollars ($25,000.00) substantially in
the form attached hereto as Exhibit A. On or before May 2,2011, the City
and/or its insurer on behalf of itself and the Individual Defendants shall
pay the principal amount of the aforesaid Promissory Note to the then
holder of the Promissory Note.
d. All payments shall be made payable to "Aspen Ridge Estates, LLC" and
"Quarles and Brady LLP."
e. Any payment made by an insurer for a Defendant shall be deemed to be a
payment by the party on whose behalf said payment is made.
3. Dismissal of the Lawsuit. Within ten (10) days after all parties have executed
this Agreement, the Parties shall execute and file a Stipulation and Order of Dismissal With
Prejudice substantially in the form attached hereto as Exhibit B, with the Court retaining
jurisdiction to enforce the settlement and otherwise dismissing the Lawsuit, including claims and
counterclaims,with prejudice, and with each Party bearing its own attorneys' fees and costs.
4. Release. The parties hereby release one another as follows;
a. Except for the obligations of Defendants as set forth in this Agreement,
Aspen Ridge, for itself and its respective officers, managers, members,
agents, employees, successors and assigns (hereinafter "the Aspen Ridge
Releasing Parties"), does hereby release, remise,acquit,hold harmless and
forever discharge each of the Defendants and their respective officers,
directors and shareholders, elected and non-elected officials, mayor and
QB112223446.2 3
aldermen, agents, employees, successors and assigns (hereinafter "the
Aspen Ridge Released Parties") from all causes of action, suits, debts,
liens, obligations, rights, costs, expenses, compensation, contracts,
contributions, indemnities, agreements, promises, damages, interest,
attorneys' fees, reckonings, bonds, judgments and all claims or demands
whatsoever, whether known or unknown, whether in law or equity, by
contract, tort, common law or pursuant to statute, of whatever bind or
however arising, which the Aspen Ridge Releasing Parties now have or
ever had, against the Aspen Ridge Released Parties arising out of or
relating to the Property,the Annexation Agreement or the Lawsuit.
b. Except for the obligations of Aspen Ridge and its successors as set forth in
this Agreement, Yorkville, for itself and elected and non-elected officials,
its mayor and aldermen, agents, employees, successors and assigns
(hereinafter "the Yorkville Releasing Parties"), does hereby release,
remise, acquit, hold harmless and forever discharge Aspen Ridge and its
respective officers, members, managers, agents, employees, successors
and assigns (hereinafter"the Yorkville Released Parties") from all causes
of action, suits, debts, liens, obligations, rights, costs, expenses,
compensation, contracts, contributions, indemnities, agreements,
promises, damages, interest, attorneys' fees, reckonings, bonds,judgments
and all claims or demands whatsoever, whether known or unknown,
whether in law or equity, by contract, tort, common law or pursuant to
statute, of whatever kind or however arising, which the Yorkville
QSU 2223496.2 4
Releasing Parties now have or ever had, against the Yorkville Released
Parties arising out of or relating to the Property, the Annexation
Agreement or the Lawsuit.
c. Except for the obligations of Aspen Ridge as set forth in this Agreement,
EEI, for itself and its officers, directors and shareholders, agents,
employees, successors and assigns (hereinafter "the EEI Releasing
Parties"), does hereby release, remise, acquit, hold harmless and forever
discharge Aspen Ridge and its respective officers, members, managers,
agents, employees, successors and assigns (hereinafter "the EEI Released
Parties") from ail causes of action, suits, debts, liens, obligations, rights,
costs, expenses, compensation, contracts, contributions, indemnities,
agreements, promises, damages, interest, attorneys' fees, reckonings,
bonds,judgments and all claims or demands whatsoever, whether known
or unknown, whether in law or equity, by contract, tort, common law or
pursuant to statute, of whatever kind or however arising, which the EEI
Releasing Parties now have or ever had, against the EEI Released Parties
arising out of or relating to the Property,the Annexation Agreement or the
Lawsuit.
d. Except for the obligations of Aspen Ridge as set forth in this Agreement,
Art Prochaska, James Bock, Dean Wolfer, Joseph Besco, Paul James,
Marty Munns, Travis Miller and John Wyeth, for themselves and their
respective agents, employees, successors and assigns (hereinafter "the
Individual Defendant Releasing Parties"), do hereby release, remise,
QB112223496.2 5
acquit, hold harmless and forever discharge Aspen Ridge and its
respective officers, members, managers, agents, employees, successors
and assigns (hereinafter"the Individual Defendant Released Parties'}from
all causes of action, suits, debts, liens, obligations, rights, costs, expenses,
compensation, contracts, contributions, indemnities, agreements,
Promises, damages, interest, attorneys' fees, reckonings, bonds,judgments
and all claims or demands whatsoever, whether known or unknown,
whether in law or equity, by contract, tort, common law or pursuant to
statute, of whatever kind or however arising, which the Individual
Defendant Releasing Parties now have or ever had, against the Individual
Defendant Released Parties arising out of or relating to the Property, the
Annexation Agreement or the Lawsuit.
e. Yorkville agrees to pay the above settlement amounts on behalf of Art
Prochaska, James Bock, Dean Wolfer, Joseph Besco, Paul James, Marty
Munns, Travis Miller and John Wyeth, ("the Individual Defendants") and
does hereby release, remise, acquit, hold harmless and forever discharge
the Individual Defendants and the EEI Releasing Parties from all causes of
action, suits, debts, liens, obligations, rights, costs, expenses,
compensation, contracts, contributions, indemnities, agreements,
promises, damages, interest, attorneys' fees, reckonings, bonds,judgments
and all claims or demands whatsoever, whether known or unknown,
whether in law or equity, by contract, tort, common Iaw or pursuant to
statute, of whatever kind or however arising, which Yorkville now has or
QBU2223496.2 6
ever had, against the Individual Defendants or the EEI Releasing Parties
arising out of or relating to the Property,the Annexation Agreement or the
Lawsuit.
5. Annexation Agreement to Remain in Full Force and Effect. The Annexation
Agreement between Aspen Ridge and Yorkville, dated August 8,2006, shall remain in full force
and effect but shall be limited as provided for in this Agreement. The continuing effectiveness
of the Annexation Agreement, as amended by this Agreement, shall in no way limit or modify
the complete release of the Yorkville Released Parties by the Yorkville Releasing Parties. In the
event that Aspen Ridge assigns its rights and obligations under the Annexation Agreement to a
successive owner of the Aspen Ridge Property, Yorkville shall not be deemed to have waived its
rights to collect front-funding from that successor pursuant to Paragraph 10(D) of that
agreement. The Aspen Ridge Releasing Parties and Yorkville Releasing Parties agree that they
will not pursue any cause of action for alleged breach of the Annexation Agreement by any of
the Aspen Ridge Released Parties or Yorkville Released Parties, respectively, based on events
occurring prior to the Effective Date of this Agreement. The Aspen Ridge Releasing Parties
further agree that they will not pursue any cause of action for alleged fraud relating to the
Annexation Agreement by any of the Aspen Ridge Released Parties occurring prior to the
Effective Date of this Agreement. Aspen Ridge shall have no obligations under the Annexation
Agreement; provided, however, if in the future either Aspen Ridge voluntarily elects, in its sole
discretion, to develop the Aspen Ridge Property, or any successor owner of the Aspen Ridge
Property proceeds to develop the Aspen Ridge Property, then and only then shall either Aspen
Ridge or such successor owner, as the case may be, be obligated to fully perform each and every
obligation of the Annexation Agreement, including but not limited to the payment and/or
QBU 2223496.2 7
reimbursement of professional fees incurred in the review or construction of any development
proposed for the Aspen Ridge Property. The Parties to this Agreement agree and acknowledge
that the Annexation Agreement may be subject to future amendment or modification, which
amendment shall require a separate written agreement executed in accordance with the
provisions of the Illinois Municipal Code, the Yorkville City Code of Ordinances and the terms
of the Annexation Agreement, but which amendment shall not alter the terms of this Agreement
except with the express, written consent of all parties hereto.
6. Each Party To Bear Its Respective Attorneys' Fees and Costs. Each of the
parties shall be responsible for its respective costs, expenses and attorneys' fees incurred in the
Lawsuit.
7. No Assistance to Litigants. From the date of this Agreement forward, Aspen
Ridge and its members and officers shall not disclose any information gained in the course of
this litigation to any person or entity who may or who has filed a lawsuit, charge, claim or
complaint against any of the Defendants or any person or entity against whom Aspen Ridge has
released its claims as provided for in this Agreement. This restriction applies to information
obtained by Aspen Ridge in the course of this litigation only and does not apply to information
that is otherwise publically available. if Aspen Ridge receives any subpoena or becomes subject
to any legal obligation that implicates this paragraph, it shall provide prompt written notice of
that fact to the Defendants and provide a copy of the subpoena and any other documents
describing any such legal obligation.
8. Disclosure of Information. The parties shall limit statements, press releases,
corporate announcements and the like regarding the litigation and terms of settlement, if any,to a
statement that is mutually acceptable to the parties after consultation thereby, or a statement that
QB112223496.2 8
"the parties have agreed to settle the dispute to avoid further costly litigation and that no party
admitted any wrongdoing or liability, and that the settlement amounts paid by the City were paid
in part by the City's insurer." Yorkville shall notify EEI and Aspen Ridge before issuing any
press releases or official statements, and EEI and Aspen Ridge shall have the opportunity to
review and modify any such proposed press release or statement prior to its issuance. Yorkville
shall also notify EEI and Aspen Ridge before releasing any information regarding this
Agreement or the settlement of the Lawsuit pursuant to the Illinois Freedom of Information Act
or any other legal obligation; said notification shall be issued to EEI and Aspen Ridge
immediately upon the receipt of any request for such information (and in no event later than 24
hours after such receipt), and EEI and Aspen Ridge shall be provided with a meaningful
opportunity to assist in the preparation of a response prior to any such response being tendered to
the party requesting the information. Nothing in this Agreement shall be construed to limit the
rights of any party to disclose the terms of this Agreement as: (i)required by law to any
governmental authority or agency; (ii) otherwise required by law or legal process or court order;
(iii) reasonably necessary in any legal proceeding to enforce any provisions of this Agreement;
or (iv)reasonably necessary to communicate with legal counsel, accountants and other tax,
financial and legal advisors. Yorkville shall ensure that each and every one of its public officials
are aware of the terms and conditions contained herein, and covenants and agrees that it shall not
issue any official public comments or statements in contravention of these provisions.
9. Representations and Warranties: Each of the persons signing this Agreement
hereto represents and warrants to the other as follows:
a. that he or she has read this Agreement;
Qau 2223496.2 9
b. that he or she has signed this Agreement voluntarily after consultation
with counsel and without coercion or duress;
C. If this Agreement is being executed on behalf of an entity, that he or she
has the authority to execute this Agreement on behalf of the entity and
thereby bind such entity to perform all acts required to be performed under
this Agreement by that entity;
d. that he or she acknowledges that this Agreement is being entered into
voluntarily and without duress and not on the basis of any promise or
representation, express or implied,that is not set forth herein;and
e. that he or she or the entity on whose behalf this Agreement is entered into
has not sold, assigned, transferred, conveyed or otherwise disposed of any
claim, demand, cause of action, obligation, damage or liability covered by
this Agreement.
10. No Other Representations and Warranties. The parties understand and agree
that there are no other promises,representations or statements of fact and/or opinion except as set
forth in this Agreement.
11. Notices. All notices and other communications hereunder shall be given in
writing and shall be deemed to have been duly given and effective as follows: (i)upon receipt if
delivered in person or via facsimile; (ii) one day after deposit prepaid with a national overnight
express delivery service; or (iii) three days after deposit in the United States Mail, postage
prepaid.
Any party may change the following contact information upon written notice to the other
ley.
QB112223496.2 10
Notices shall be delivered or transmitted as follows:
If to Aspen Ridge:
Aspen Ridge Estates
c/o Paul Dresden
P.O. Box 790
Mokena, Illinois 60448
With a copy to:
Leonard S. Shif'tlett
Quarles&Brady, LLP
300 North LaSalle Street, Suite 4000
Chicago, Illinois 60654
Telephone: (312) 715-5038
Facsimile: (312)632-1738
Email: lss @quarles.com
If to Yorkville and the Individual Defendants except Wyeth:
City Administrator
800 Game Farm Road
Yorkville, Illinois 60560
Telephone: (630) 553-8537
Facsimile: (630) 553-7575
With a copy to:
Thomas G. Gardiner
Gardiner Koch Weisberg&Wrona
53 West Jackson Boulevard
Suite 950
Chicago, Illinois 60604
Telephone: (312)362-0000
Facsimile: (312)362-0440
E-mail: tardiner@gkwwlaw.com
If to Wyeth:
John Wyeth
701 North Bridge Street
Yorkville, Illinois 60560
(630) 553-9916
QBU2223496.2 1 1
With a copy to:
Michael D, Bersani
333 Pierce Road, Suite 195
Itasca, Illinois 60143
(630) 860-4343
If to EEI:
Peter G. Wallers,President
Engineering Enterprises, Inc.
52 Wheeler Road
Sugar Grove, Illinois 60554
Telephone: (630)466-6700
Facsimile: (630)466-6701
Email: pwallers@eeiweb.com
With a copy to:
Dean M. Frieders
Mickey, Wilson, Weiler& Renzi
2111 Plum Street
Aurora, Illinois 60507-0787
Telephone: (630) 801-9699
Facsimile: (630) 801-9715
Email: dmf@mickeywilson.com
12. Counterparts. This Agreement may be executed in any number of counterparts
with the same effect as if all parties have signed the same document. All counterparts shall be
construed together and shall constitute one agreement. Each counterpart having attached to it
signature pages which collectively bear an original signature or a facsimile signature of all of the
parties shall be an original copy.
13. Execution by Facsimile or Other Electronic Means. This Agreement may be
executed and delivered by facsimile or other electronic means, including but not limited to the
delivery, by e-mail, of optically scanned electronic documents or PDF-format documents, and
the parties hereto agree that such facsimile or other electronic execution and delivery shall have
the same force and effect as delivery of an original document with original signatures, and that
QBI 12223496.2 12
each party hereto may use such facsimile or other electronic signatures as evidence of the
execution and delivery of this Agreement by the parties hereto to the same extent that an original
signature could be used.
14. Entire Agreement. This Agreement represents the entire understanding between
the parties in relation to the matters dealt with herein and supersedes all previous covenants and
representations made between the parties in relation to the Agreement, whether oral or written.
All prior negotiations, promises and representations and statements of fact and/or opinion are
merged into this Agreement. This Agreement may only be modified if such modification is in
writing and signed by a duly authorized representative of each party hereto.
15. Binding upon Successors and Assigns. This Assignment shall be binding upon,
and shall inure to the benefit of,the parties hereto and their respective successors and assigns.
16. Severability. Every provision of this Agreement is intended to be severable. if
any term or provision of this Agreement is determined to be illegal, invalid, or unenforceable for
any reason whatsoever, such provision shall be limited or eliminated to the minimum extent
necessary to preserve the intent of this Agreement so that the remaining provisions of this
Agreement shall otherwise remain in full force and effect.
17. Headings. The headings used herein are for purposes of convenience or
reference and are not part of this Agreement. The headings shall have no effect upon the
construction or interpretation of any part hereof.
18. Attorneys' Fees. If any party institutes an action against another party,
proceeding or counterclaim against the other relating to this Agreement, or a default thereof, the
non-prevailing party shall pay the court costs, expenses and reasonable attorneys' fees incurred
by the prevailing party. The giving of a notice of default by a party shall constitute part of an
QBU 22223496.2 13
action or proceeding under this Agreement, entitling the prevailing party to reimbursement of its
reasonable expenses of attorneys' fees and disbursements, even if an action or proceeding is not
commenced in a court of law and whether or not the default is cured. The obligations set forth in
this paragraph shall survive the expiration or termination of this Agreement.
19. Governing Law. The validity, construction and enforceability of this Agreement
shall be construed under and governed by,as the case may be,the laws of the State of Illinois.
20. Effective Date. The effective date of this Agreement shall be deemed to be the
last date on which a party has executed this Agreement,as set forth below,
21. Time of the Essence. Time is of the essence in this Agreement,
[SIGNATURE PAGE TO FOLLOW]
QB\12223496.2 14
IN WITNESS WHEREOF,the parties have entered into this Agreement as of the date
first above written.
ASPEN RIDGE ESTATES,LLC,an Illinois UNITED CITY OF YORKYILLE,a
limited liability company municipal corporation
OD
By: I/� (7_ f By:
Name• PA-al �f r Z_ -- Name:
Title: 'mQ-!7' be r'' Title:
Date: February '7 Date:February ,201 I
ENGINEERING ENTERPRISES,INC., an ARTHUR F.PROCHASKA,JR.
Illinois corporation
By:
Date:February ,2011
Name:
PAUL JAMES
Titie:
Date: February , 2011
Date:February 2011
JAMES BOCK DEAN WOLFER.
Date:February ,2011 Date:February ,2011
JOSEPH BESCO MARTY MUNNS
Date: February__ ____ ,2011 Date:February ,2011
TRAVIS MILLER JOHN WYETH
Date: February ,2011 Date: February ,2011
QB\12223496.2 15
IN WITNESS WHEREOF,the parties have entered into this Agreement as of the date
first above written.
ASPEN RIDGE ESTATES,LLC,an Illinois 'UNITED CITY OF YORKVILLE,a
limited liability company municipal corporation
By: By:
Name: Name:
Title: Title:
Date: February ,2011 Date:February ,2011
ENGINEERING ENTERPRISES,INC.,an ARTHUR F.PROCHASKA,JR.
Illinois corporation
By: � 1 vdA,—
Date:February ,2011
Name: LL�.5
Title: Fg6sipteoT PAUL JAMES
Date: February 15'01 12011
Date:February ,2011
JAMES BOCK DEAN WOLFER
Date: February ,2011 Date: February ,2011
JOSEPH BESCO MARTY MUNNS
Date: February ,2011 Date: February .2011
TRAVIS MILLER JOHN WYETH
Date: February ,2011 Date:February • ,2011
QH112223496.2 15
IN WITNESS VMREOF,the parties have entered into this Agreement as of the date
first above written.
ASPEN RIDGE ESTATES,LLC,an Dliaols UNITED CI'T'Y OF YORKVR.LE,A
limited liability company municipal corporation
By: By:
Name: Mane-
Title: Title:
Date:February , 2011 Date:February_ ,2011
ENGINEERING ENTERPRISES,INC,,an ARTHUR F.PROCHASKA,JR.
Illinois corporation
By:
Name; '
Date:February 2011
PAUL JAN ES
Title:
Date:February 2011
Date:February .2011
JAMES BOCK_ DEAN WOLFER
Date:February S' ,2011 Datc: February 2011
JOSEPH RESCO MARTY MUNNS
Date:February ,2011 Date:February ,2011
TRAVIS MMLER JOHN WYETH
Date:February ,2011 Date;February ,2011
Q131122234%.2 is
IN WITNESS WHEREOF, the parties have entered into this Agreement as of the date
first above written.
ASPEN RIDGE ESTATES, LLC,an Illinois UNITED CITY OF YORKVILLE,a
limited liability company municipal corporation
By: By:
Name: Name:
Title: Tide:
Date, February ,2011 Date: February ,2011
ENGINEERING ENTERPRISES, INC.,an ARTHUR F.PROCHASK,A,,JR.
Illinois corporation
By:
Date: February ,2011
Name;
PAUL JAMES
Title:
Date: February '2011
Date: February_ ,2011
JAMES BOCK DEAN WOLFER
Date: February ,2011 Date: February , 2011
JQSFPH BESCO MARTY MUNNS
Date: February 20l 1 Date: February ,. 2011
TRAVIS MILLER JOHN WYETH
Date: February ,201 l Date: February , 2011
QB112223446.2 15
IN WIT'NESS AEOF the parties have entered inta thi,; Agreement as of the elate
fil'sl abo"
A.SPL'N RIDGI L.STA 1'1.*.s, 1.1 Illinois UNITED CITY OF VORKVI LLE.', 11
limited liabiliIN c'millam municipal corporation
Nanw.
Daw.
Dntc: February 2011
ENCIN-FERING EN't ERPRISES, INC.,au ARTHUR F. PROCHASKA,JR.
11hikois corporal lot]
lly"
Date: February 2011
VAUL.IAMES
Dalu. 1"Awila-v 2()l 1•
Datc: February 2011
JAMES ROCK DEAN WOLFER
Date- 1.chrwor% 201 1 DMC. F-01111-MV
2011
JOSEI'll MARTY MUNNS
Dille. February 2011
\111 LE R MAIN, N1.1"Fil-I
Dlke' F• hl'Ll'M-V 201 1
IN WITNESS WHEREOF.the parties have entered into this Agreement as of the date
first 111)(we written.
ASPEN RIDGE ESTATES,LLC,an Illinois UNITED CITY OF YORKVILLE,a
limited liability company municipal corporation
Name:
Title:
pate: I cbruar) , 201 l Date: February___,2011
FNGINFF.RING ENTERPRISES,INC.,an ARTHUR F.PROCCH XA,JR, �
Illinois corporation
-.._�_.�._. ._. .,.._...�_ _.•_a_�,a.�...._.�_��-�
Date:February.. 2011
Nair`:
PAUL 3AMl?S
I itic:
Date: [chruar� . 201 1
Date: Februnry 2011
JAMES BOCK DEAN WOLFER
Date: Februar), . 201 1 Date: February 2011
JOSEPH Bl?.SCO MARTY MUNNS
1 nte- I ehruar\ . 201 1 Cate: February 2011
TRAVIS N111.1,ER JOHN WYETH
Daw: Fcbruar% . 2U l I Date: February _,2011
011,022114P12 15
IN WITNESS WHEREOF,the Parties have entered into this Agreement as of the date
first above written.
ASPEN RIDGE ESTATES,LLC,an Illinois UNITED CITY OFYORKVILLE, a
limited liability company municipal corporation
By: By_
Name: Name:
Title: Title:
Date:February , 2011 Date:February ' 2011
ENGINEERING ENTERPRISES,INC., an ARTHUR F.PROCHASKA,M
Illinois corporation
$y.
Date: February � .2011
Name:
PAU .S
Title:
Date: February ,2011
Date:Fehrt e ,2011
JAMES BOCK DEAN WOLFER
Date: February ,2011 Date:February ,2011
JOSEPH BESCO MARTY MUNNS
Date: Febmary ,2011 Date: February ,2011
TRAVIS MILLER JOHN WYETH
Date: Febmary_ , 2011 Date: February ,2011
Q6�12Z2349G.� 15
915-941 1621 Line 1 06:51:10 p.m. 02-07-2011 212
IN'WITNESS WHEREOF,the parties have entered into this Agreement as of The date
first above written.
ASPEN RIDGE ESTATES,LLC,an Illinois UNITED CITY OF YORKVILLE,a
limited liability company municipal corporation
By: By:
Name: Name:
Title: Title:
Date:February ,2011 Date:February_0 2011
ENGINEERING ENTERPRISES,INC.,an ARTHUR F.PROCHASKA,JR.
Illinois corporation
By:
Date:February ,2011
Name:
PAUL,TAMES
Title;
Date:February ,2011
Date; February� ,2011
JAMES BOCK DEAN WOLFER
Date: February ,2011 Date:February ,2011
JOSEPH BESCO MARTY MUNNS
Date;February ,2011 Date: February ,2011
TRAVIS MILLER JOHN WYETH
Date:February ,2011 Date:February ,2011
QB112223496.2 15
IN WITNESS WHEREOF,the parties have entered into this Agreement as of the date
first above written.
ASPEN RIDGE ESTATES,LLC,an Illinois UNITED CITY OF YORKVILLE,a
limited liability company municipal corporation
By. By:
Name: Name:
Title: Title:
Date;February ,2011 Date: February ,2011
ENGINEERING ENTERPRISES,INC.,an ARTHUR F.PROCHASKA,JR.
Illinois corporation
By:
Date:February ,2011
Name:
PAUL JAMES
Title:
Date: February , 2011
Date:February ,2011
,FAMES!BOCK DEAN WOLFER
Date; February .2011 Date: February .2011
JOSEPH HESCO MARTY MUNNS
Date:February , 2011 Date: February ,2011
TRAVIS MILLER JOHN WYETH
Date: February ,2011 Date: February ,2011
QBN ZI23496.2 15
IN WITNESS WHEREOF,the parties have entered into this Agreement as of the date
first above written.
ASPEN RIDGE ESTATES,LLC,an Illinois UNITED CITY OF YORKVILLE, a
limited liability company municipal corporation
By: By;
Name: Name:
Title: Title:
Date: January ,2011 Date: January ,2011
ENGINEERING ENTERPRISES,INC., an ARTHUR F. PROCHASKA,JR.
Illinois corporation
By:
Date: January ,2011
Name:
PAUL JAMES
Title:
Date: January ,2011
Date. January ,2011
JAMES BOCK DEAN WOLFER
Date. January ,2011 Date: January ,2011
JOSEPH BESCO MARTY MUNNS
Date:January ,2011 Date: January _ ,2011
TRAVIS MILLER JO
1473-M.71 W�-r-�#' �
Date: January__ ,2011 Vte: Jan ff 2011
QBI12223495.2 15
EXHIBIT A
PROMISSORY NOTE
$25,000.00 Chicago, Illinois
February,,2011
FOR VALUE RECEIVED, the undersigned, United City of Yorkville, Illinois (hereinafter
"Maker"), promises to pay to the order of Aspen Ridge Estates, LLC and Quarles & Brady LLP
(hereinafter collectively "Holder") at United City of Yorkville, City Hall, Office of the
Treasurer, 800 Game Farm Road, Yorkville, Illinois, on May 2, 2011 ("Maturity Date"), the
principal sum of Twenty-Five Thousand Dollars and No/100 ($25,000.00), without interest to
Maturity Date.
This Promissory Note may be pre-paid in whole or in part without penalty or charge.
The undersigned hereby waives demand, presentment, dishonor and protest and any
notice thereof as well as all other notices of any kind. No delay or omission by Holder to
exercise any right or remedy hereunder, whether on, before or after the happening of any breach
or default, shall impair any such right or remedy or shall operate as a waiver thereof or as a
waiver of any such breach or default. No single or partial exercise by Holder hereof of any right
or remedy shall preclude any other or further exercise thereof, or preclude any other right or
remedy. The rights and remedies herein provided are cumulative and are not exclusive of any
other rights or remedies provided by law or in equity.
Any portion of the principal sum that is not paid on the Maturity Date shall bear interest
at the rate of nine percent (9%) per annum from and after the Maturity Date until paid in full.
Any payments on this Promissory Note received after the Maturity Date shall be applied first to
accrued and unpaid interest through the date of payment and then to principal.
Holder may assign, sell, sccuritize, participate, pledge or otherwise transfer all or any
portion of Holder's right and interest in, to and under this Promissory Note. Any successor
holder of this Promissory Note shall be Holder as that term is used herein. The obligations of
Maker hereunder may not be assigned or assumed or transferred.
Maker agrees to pay all costs of collecting any amounts due under this Promissory Note,
including reasonable attorney's fees, costs and expenses. Maker agrees that the amount of
attorney's fees, costs and expenses provided for in this Promissory Note is intended to reimburse
Holder of this Promissory Note for all legal fees, costs and expenses incurred in collecting any
amounts due hereunder, including legal fees, costs and expenses incurred in any and all
proceedings after the entry of judgment thereon up to and including the time when Holder has
irrevocably recovered all amounts due hereunder.
Page 1 of 2
QB\1 1932296.2
EXHIBIT A
This Promissory Note is executed its and shell be governed by and construed in
accordance with the internal laws of the State of Illinois without regard to principles of conflicts
of law.
UNITED CITY OF YORKVILLE
By:
Its Mayor
ATTEST:
By:
City Cleric
Page 2 of 2
QBU 19322%.2
EXHIBIT B
IN THE UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF ILLINOIS
EASTERN DIVISION
ASPEN RIDGE ESTATES,LLC )
Plaintiff, ) No. 08 CV 4479
)
V. ) Hon. Charles P.Kocoras
Magistrate Judge Mason
UNITED CITY OF YORKVILLE, }
ARTHUR F.PROCHASKA, JR., )
JOHN JUSTIN WYETH, )
JAMES BOCK,DEAN WOLFER, )
JOSEPH BESCO, PAUL JAMES, )
MARTY MUNNS, }
ENGINEERING ENTERPRISES, INC., )
TRAVIS MILLER, }
}
Defendants. )
STIPULATION OF DISMISSAL
PLEASE TAKE NOTICE that pursuant to Fed. R. Civ. Pro. 41(a)(1)(ii),the parties
herein have stipulated that this action and all counterclaims filed herein shall be dismissed with
prejudice.
Date: February 8,2011
AGREED:
By: By:
Leonard Shifflett Thomas Gardiner
Attorney for Aspen Ridge Estates, LLC Attorney for United City of Yorkville,Arthur
F. Prochaska,Jr.,James Bock,Dean Wolfer,
Joseph Besco,Paul James,Marry Munns,and
Travis Miller
By: By:
Dean Frieders Michael Bersani
Attorney for Engineering Enterprises, Inc. Attorney for John Justin Wyeth