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Ordinance 2015-18 UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS ORDINANCE NO. 2015-18 AN ORDINANCE APPROVING A REDEVELOPMENT AGREEMENT FOR THE DOWNTOWN YORKVILLE REDEVELOPMENT PROJECT AREA (226 South Bridge Street) Passed by the City Council of the United City of Yorkville,Kendall County,Illinois This 28`h day of April, 2015 Published in pamphlet form by the authority of the Mayor and City Council of the United City of Yorkville,Kendall County,Illinois on December 10,2015. Ordinance No. 2015- AN ORDINANCE APPROVING A REDEVELOPMENT AGREEMENT FOR THE DOWNTOWN YORKVILLE REDEVELOPMENT PROJECT AREA (226 South Bridge Street) WHEREAS, by Ordinance No. 2006-46 adopted by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois (the "City") 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 Mayor and City Council of the City 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 allocation 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 Act and in furtherance of the Redevelopment Plan, The Law Office Corporation, an Illinois corporation(the "Developer"), submitted to the City a proposal to acquire the property commonly known as 226 South Bridge Street, Yorkville, Illinois, identified as Parcel No. 02-33-154-025 (the "Subject Property"), which is located within the Yorkville Downtown Redevelopment Project Area, for the purpose of converting the building located on the Subject Property into a craft beer tap room and live entertainment venue, including remodeling the interior of the building, renovating the interior of the second floor to accommodate a recording studio, constructing an exoskeleton to support a rooftop deck, and Ordinance No.2015-�g Page 2 installing an antique elevator (the "Project"), and has advised the City that in order to proceed, financial assistance would be required for certain costs to be incurred, which costs would constitute"Redevelopment Project Costs"as defined by the Act; and, WHEREAS, the Developer is prepared to proceed with the acquisition of the Subject Property and the Project in reliance upon the incentives committed by the City as set forth in the Redevelopment Agreement for the Downtown Yorkville Redevelopment Project Area (The Law Office Corporation)by and between the City and the Developer. NOW, THEREFORE, BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, as follows: Section 1. The Redevelopment Agreement for the Downtown Yorkville Redevelopment Project Area (The Law Office Corporation) by and between the United City of Yorkville, Kendall County, Illinois and The Law Office Corporation, an Illinois corporation, attached hereto and made a part hereof, is hereby approved and the Mayor and City Clerk are hereby authorized to execute and deliver said Agreement on behalf of the City. Section 2. The City Administrator is hereby authorized to undertake any and all action as may be required to implement the terms thereof. Section 3. This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. Passed by the City Council of the United City of Yorkville, Kendall County, Illinois, this _QZ day of ,A.D. 2015. CITY CLERK Ordinance No.2015- Page 3 t�CARLO COLOSIMO � KEN KOCH JACKIE MILSCHEWSKI LARRY KOT CHRIS FUNKHOUSER JOEL FRIEDERS ROSE ANN SPEARS y DIANE TEELING APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this day of 'bFC EM 6Ek , A.D. 2015. MAYO Attest: CITY CLERK Ordinance No.2015-/g Page 4 REDEVELOPMENT AGREEMENT FOR THE DOWNTOWN YORKVILLE REDEVELOPMENT PROJECT AREA (226 South Bridge Street) THIS AGREEMENT dated as of the $ day of 2015, by and between the United City of Yorkville, Kendall County, Illinois, a municipal corporation (hereafter the "City")and The Law Office Corporation, an Illinois 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 allocation 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, 1 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 see it redeveloped and revitalized. 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 3 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 has submitted to the City a proposal to acquire the property commonly known as 226 South Bridge Street, Yorkville, Illinois, identified as Parcel No. 02-33-154-025 (the "Subject Property"), which is located within the Yorkville Downtown Redevelopment Project Area, for the purpose of converting the building located on the Subject Property into a craft beer tap room and live entertainment venue, including remodeling the interior of the building, renovating the interior of the second floor to accommodate a recording studio, constructing an exoskeleton to support a roof top deck and installing an antique elevator (the "Project"), and has advised the City that in order to proceed, financial assistance would be required for certain costs to be incurred,which costs would constitute "Redevelopment Project Costs"; and, WHEREAS. as a result of the Developer's proposal, the City passed Resolution No. 2013-21 on November 12, 2013, being a Resolution to Induce the Redevelopment of Certain Property within the Yorkville Downtown Tax Increment Redevelopment Project Area (the "Resolution"); and, 2 WHEREAS, the Developer is prepared to proceed with the Project 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 Project and the 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 Z The Developer's Project. A. The Developer is currently leasing the Subject Property and represents and warrants that it has entered into an installment purchase contract for the acquisition of the Subject Property with its Owners. B. The Developer represents and warrants that it shall have acquired fee simple title to the Subject Property on or before January 1, 2021. C. The Developer covenants and agrees to construct the Project 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") and complete the Project on or before April 1, 2016. 3 D. The Developer has submitted an estimated budget for the Project and hereby represents and agrees that it shall invest no less than $658,973.00 to complete the Project including the cost of acquisition of the Subject Property. E. The Developer hereby represents and warrants that financing has been obtained in an amount sufficient to complete the Project. F. The Developer covenants and agrees to comply with the Illinois Prevailing Wage Act, 820 ILCS 130/0.01 et seq. (the "Prevailing Wage Act"), as may be required. Section 3. Construction of Developer Improvements;Developer Payments. (a) In consideration for the redevelopment of the Subject Property by the Developer, so long as no event described in Section 17 of this Agreement shall have occurred and be continuing, the City shall reimburse the Developer in an amount not to exceed the lesser of twenty-five percent (25%) of the total Redevelopment Project Costs as set forth on Exhibit A attached hereto or $164,743.25, in accordance with the provisions of Section 4 hereof and subject to the limitations of the TIF Act, from a portion of the Incremental Taxes, as defined below, derived from the Subject Property until the "Termination Date" as defined in Section 5 hereof. For purposes of this Agreement, "Redevelopment Project Costs" shall mean and include all costs 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. (b) In connection with the establishment and ongoing administration of the Yorkville Downtown Redevelopment Project Area, the City has established a special tax allocation fund pursuant to the requirements of the TIF Act (the "Special Tax Allocation Fund" or the "STAF"), into which the City shall deposit all Incremental Taxes generated by the Yorkville Downtown 4 Redevelopment Project Area. The City shall further establish, upon execution of this Agreement, a segregated special sub-account of the STAF designated the "Law Office Corporation Sub-Account." The City shall reimburse the Developer for Redevelopment Project Costs, pursuant to this Agreement, only from Incremental Taxes on deposit from time to time in The Law Office Corporation Sub-Account, as described below, until the Termination Date as follows: (i) on October 1 of each year during the term of this Agreement (or, if later, the date which is ten (10) days following the date upon which the City receives Incremental Taxes from the final installment from Kendall County), seventy-five percent (75%) of all Incremental Taxes credited to the STAF in respect of the Subject Property shall be transferred and deposited by the City into The Law Office Corporation Sub-Account and shall be used solely to reimburse the Developer for Redevelopment Project Costs, in accordance with Section 4 of this Agreement. (ii) after the Developer has submitted any Requests for Reimbursement pursuant to Sections 4(b) and 4(c), any amount remaining in The Law Office Corporation Sub-Account, in excess of the amount required to reimburse the Developer for Redevelopment Project Costs shall be transferred by the City to the STAF. THE CITY'S OBLIGATIONS TO REIMBURSE THE DEVELOPER UNDER THIS AGREEMENT IS A LIMITED OBLIGATION PAYABLE SOLELY FROM INCREMENTAL TAXES DEPOSITED IN THE LAW OFFICE CORPORATION SUB-ACCOUNT FROM 5 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 Yorkville Downtown Redevelopment Project Area and all improvements, which is attributable to the increase in the equalized assessed value of the Yorkville Downtown Redevelopment Project Area and all improvements over the initial equalized assessed value of the Yorkville Downtown Redevelopment Project Area. Section 4. Procedures for and Application of Reimbursement to the Developer. (a) The Developer shall advance all funds and all costs necessary to undertake the Project and all costs eligible for reimbursement pursuant to this Agreement in connection therewith. (b) To establish a right of reimbursement for specific Redevelopment Project Costs under this Agreement, the Developer shall annually submit to the City Administrator 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 reimbursement is sought. Each Request for Reimbursement shall be accompanied by such bills, contracts, invoices, lien waivers, or other evidence as the City Administrator shall reasonably require to evidence the right of the Developer to reimbursement under this Agreement. The City Administrator shall have twenty (20) days after receipt of any Request for Reimbursement from the Developer to approve or disapprove such Request and, if disapproved, to provide the Developer in writing and in detail with an explanation as to why it is not prepared to recommend such reimbursement. The only reasons for disapproval of any 6 expenditure for which reimbursement is sought shall be that such expenditure is not an eligible Redevelopment Project Cost, that it is not contained on Exhibit A (provided that the Developer shall have the right to reallocate such costs as listed), or that it was not incurred and completed by the Developer in accordance with the Legal Requirements and the provisions of this Agreement, including, limitation all 1 gr g, pans and specifications submitted to and pre- approved by the City. 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 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 ten (10) days following the approval by the City of reimbursement of such Redevelopment Project Costs; provided that reimbursement of Redevelopment Project Costs shall only be made to the extent money is available therefor in The Law Office Corporation Sub-Account. To the extent money in The Law Office Corporation Sub-Account is insufficient to reimburse the Developer for Redevelopment Project Costs for that year, the City shall reimburse the Developer once funds are deposited into The Law Office Corporation Sub-Account in subsequent years. Notwithstanding the foregoing, if money is not available in The Law Office Corporation Sub-Account to reimburse the Developer for Redevelopment Project Costs and the reason for the lack of funds is that the Developer or its successors in interest have not paid real estate taxes for 7 the Subject Property when due and owing, the City shall not be required to make payment until taxes are paid. Section 5. Term. Unless earlier terminated pursuant to Section 17, the term of this Agreement shall commence on the date of execution and end on the earlier of. (i) reimbursement to the Developer the lesser of twenty-five percent (25%) of the actual Redevelopment Project Costs or $164,743.25; or, (ii) December 31, 2029 (the"Termination Date"). Section 6. Verification of Tax Increment. The Developer shall use its best efforts to cooperate with the City in obtaining certified copies of all real estate tax bills for the Subject Property during the term of this Agreement. Section 7. No Liability of City to Others for Developer's Expenses. The City shall have no obligations to pay costs of the Project 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 materialman providing services or materials to the Developer for the Project. Section 8. Time;Force Majeure. Time is of the essence of this Agreement; provided, however, a party shall not be deemed in material breach of this Agreement with respect to any of such parry's obligations to be performed under this Agreement, 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, inability to procure materials, failure or interruptions of power, restrictive governmental laws and regulations, condemnations, riots, insurrections, war, fuel shortages, accidents 8 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 occurs or either party claims that such an event occurred, the party to whom such claim is made shall investigate and consult with the party making such claim, 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 9. Assignment. This Agreement may not be assigned by the Developer without the prior written consent of the City,which consent shall not be unreasonably withheld. Section 10. Developer Indemnification. The Developer shall indemnify and hold harmless the City, its agents, officers and employees against all injuries, deaths, losses, damages, 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 the failure of the Developer, or any contractor, subcontractor, agent, or employee thereof (so long as such contractor, subcontractor, agent, or employee thereof is hired by the Developer) to timely pay any contractor, subcontractor, laborer, or materialman; from any default or breach of the terms of this Agreement by the Developer; from the failure of the Developer or its contractors and subcontractors to comply with the Prevailing Wage Act or any Legal Requirements; or from any negligence or reckless or willful 9 misconduct of the Developer or any contractor, subcontractor, 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 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 11. Waiver. Any party to this 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 Agreement. Section 12. Severability. If any section, subsection, term, or provision of this 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 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. 10 Section 13. Notices. All notices, demands, requests, consents, approvals, or other instruments required or permitted by this 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: The Law Office Corporation c/o Boyd Ingemunson 226 South Bridge Street Yorkville, Illinois 60560 To the City: United City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 With a copy to: Kathleen Field Orr Kathleen Field Orr&Associates 53 West Jackson Blvd., Suite 964 Chicago, Illinois 60604 Section 14. Successors in Interest. This Agreement shall be binding upon and inure to the benefit of the parties to this Agreement and their respective successors and assigns. Section 15. No Joint Venture,Agency, or Partnership Created. Neither anything in this Agreement nor any acts of the parties to this 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. 11 Section 16. No Discrimination—Construction. The Developer, or its successors or assigns, agrees that with respect to the Project and the operation of its craft beer tap room and live entertainment venue at the Subject Property it 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. 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 agrees 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 17. Remedies—Liability. (a) If, in the City's judgment, the Developer is in material default of this Agreement, the City shall provide the Developer with a written statement indicating any failure on the Developer's part to fulfill its obligations under this 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 (30)days after giving such notice. If such default cannot be cured within such thirty (30) day period, such 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 12 deemed to constitute a breach of this Agreement. A default not cured as provided above shall constitute a breach of this 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 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 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 Agreement. If any voluntary or involuntary petition or similar pleading under any section of any bankruptcy or insolvency act shall be filed by or against the Developer; or any voluntary or involuntary 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, but is not required to, terminate this Agreement with or without notice, to the extent permitted by law and enforceable under applicable federal bankruptcy laws. (c) If, in the Developer's judgment, the City is in material default of this 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 Agreement. The Developer may not exercise any remedies against the City in connection with such failure until thirty (30) days after giving such notice. If such default cannot be cured within such thirty (30) day period, such 13 period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the City 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 Agreement. Any failure or delay by the Developer in asserting any of its 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 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 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 for any claim under or upon any obligation contained in this Agreement 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 pursuant to this Agreement; and no liability, right, or claim at law or in equity shall be attached to or incurred by 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 Agreement by the City. (e) The rights and remedies of the parties are cumulative and the exercise by a party of one or more such rights or remedies shall not preclude the exercise, 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. 14 Section 18. Amendment. This Agreement, and any exhibits attached to this Agreement, may be amended only in writing signed by all parties with the adoption of any ordinance or resolution of the City approving the amendment, as provided by law, and by execution of the amendment by the parties or their successors in interest. Except as otherwise expressly provided herein, this Agreement supersedes all prior agreements,negotiations, and discussions relative to the Project. Section 19. Counterparts. This 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. [SIGNATURE PAGE FOLLOWS] 15 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers on the above date at United City of Yorkville,Kendall County, Illinois. City of United City of Yorkville,Kendall County, an Illinois municipal corporation By: Mayor /f Attest: City Clerk The Law Office Corporation, an Illinois corporation By: &0V Q PA u Its: 16 Exhibit A Building Acquisition $120,000.00 Renovation Costs $450,000.00 Engineering and Architectural Costs $ 50,000.00 Signage Costs $ 20,000.00 Interest Costs $ 18,973.00 17 Exhibit B REQUEST FOR REIMBURSEMENT City of Yorkville 800 Game Farm Road Yorkville,Illinois 60560 Re: Redevelopment Agreement dated ,by and between the United City of Yorkville,an Illinois municipal corporation,and The Law Office Corporation,an Illinois corporation Dear Sir: You are requested to approve the disbursement of funds from The Law Office Corporation Sub-Account Special Tax Allocation Fund pursuant to Section 4(b) of the Redevelopment Agreement described above in the amount(s), to the person(s) and for the purpose(s) set forth in this Request for Reimbursement. The terms used in this Request for Reimbursement shall have the meanings given to those terms in the Redevelopment Agreement. 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$164,743.25; (vi) the Developer is not in default under the Agreement 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 are copies of invoices or bills of sale and Mechanic's Lien Waivers covering all items for which reimbursement is being requested. The Law Office Corporation,an Illinois corporation Date: By: APPROVED: City of Yorkville,an Illinois municipal corporation 18