Ordinance 2019-42 UNITED CITY OF YORKVILLE
KENDALL COUNTY, ILLINOIS
ORDINANCE NO. 2019-42
AN ORDINANCE OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS,
APPROVING A REDEVELOPMENT AGREEMENT FOR THE OLD JAIL
(111 W.Madison Street)
Passed by the City Council of the
United City of Yorkville,Kendall County,Illinois
This 27`h day of August,2019
Published in pamphlet form by the
authority of the Mayor and City Council
of the United City of Yorkville,Kendall
County,Illinois on September 12,2019.
Ordinance No. 2019-42
A ORDINANCE OF THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS
APPROVING A REDVELOPMENT AGREEMENT FOR THE OLD JAIL
WHEREAS, the United City of Yorkville, Kendall County, Illinois (the "City") is a duly
organized and validly existing non-home rule municipality created in accordance with the
Constitution of the State of Illinois of 1970 and the laws of this State; and,
WHEREAS,the City is engaged in the revitalization of its downtown commercial district
which includes the property owned by the City commonly known as 111 West Madison which
property is improved with a two-story building constructed in 1892 and used as the County Jail
and Sheriff's residence until 1992 (the "Old Jail") and now remains as an important historic
landmark in the City; and,
WHEREAS,pursuant to the Tax Increment Allocation Redevelopment Act of the State of
Illinois, 65 ILCS 5/11-74.4-1, et seq., 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" or a"conservation area" as such
terms are defined in the TIF Act; and,
WHEREAS, to stimulate and induce redevelopment pursuant to the TIF Act, the City,
after giving all required notices,conducting a public hearing and making all findings required by
law, on April 10, 2018, pursuant to Ordinance Nos. 2018-23, 2018-4 and 2018-25, approved a
Redevelopment Plan (the "Redevelopment Plan") for an area designated as the Downtown
Redevelopment Project Area #2 (the "Project Area"), which Project Area includes the Subject
Property, and adopted tax increment financing for the payment and financing of"Redevelopment
Ordinance No.2019-42
Page 2
Project Costs", as defined by the TIF Act, incurred within the Project Area as authorized by the
TIF Act; and,
WHEREAS, on July 9, 2019, the City authorized the issuance of a Request for Proposal
(the"RFP")from all parties interested in rehabilitating the Subject Property(with a preference for
office or retail use and a secondary preference for multi-family residential use) in a manner
respecting the historical significance of the Old Jail; and,
WHEREAS, in response to the RFP, the City received a proposal from the Developer to
substantially renovate the Subject Property into five(5)residential units and 2,000 to 4,200 square
feet of commercial/office retail space while preserving and retaining the historic elements of the
Subject Property("Project'); and,
WHEREAS, the Developer has advised the City that it is not economically feasible for
the Developer to undertake the Project to improve the Subject Property due to the extraordinary
costs required for its redevelopment without financial assistance because of the existence of
asbestos and lead base paint and the deteriorating condition of the Old Jail; and,
WHEREAS,the City desires to have the Subject Property redeveloped in order to preserve
its historic value to the City and to eliminate the blight factors found at the Subject Property while
increasing the tax base of the City and affected taxing districts;providing job opportunities for its
residents; and, improving the general welfare of the community; and, therefore, is prepared to
convey the Subject Property to the Developer and to reimburse the Developer for certain costs
associated with the Project, pursuant to a the terms of the Redevelopment Agreement attached
hereto.
NOW,THEREFORE,BE IT ORDAINED,by the Mayor and City Council of the United
City of Yorkville, Kendall County, Illinois, as follows:
Ordinance No.2019-42
Page 3
Section 1. All of the Preambles hereinabove set forth are incorporated herein as if restated.
Section 2. That the Redevelopment Agreement by and between the United City of
Yorkville and KCJ Restoration,LLC and in the form attached hereto and presented to this meeting
is hereby approved and the Mayor is hereby authorized to execute same.
Section 3. This Ordinance shall be in full force and effect upon its passage, approval, and
publication as provided by law.
Passed by the Mayor and City Council of the United City of Yorkville, Kendall County,
Illinois this 27th day of August, 2019.
KEN KOCH AYE DAN TRANSIER AYE
JACKIE MILSCHEWSKI AYE ARDEN JOE PLOCHER AYE
CHRIS FUNKHOUSER AYE JOEL FRIEDERS AYE
SEAVER TARULIS AYE JASON PETERSON AYE
APPROVED:
Mayor
Attest:
C'°� RA--Y;n�
4
City Clerk
Ordinance No.2019-42
Page 4
REDEVELOPMENT AGREEMENT BY AND BETWEEN
THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS
AND KCJ RESTORATION, LLC
TRIS REDEVELOPMENT AGREEMENT ("Agreement") is entered into as of the
10-th day of SEPTEM6E.P, , 2019 ("Effective Date") by and between the United City of
Yorkville, Kendall County, Illinois, an Illinois municipal corporation ("City"), and KCJ
RESTORATION, LLC, an Illinois limited liability company (the"Developer").
In consideration of the mutual covenants and agreements set forth in this Agreement, the
City and Developer hereby agree as follows:
ARTICLE 1: RECITALS
1.1 The City is a duly organized and validly existing non home-rule municipality
created in accordance with the Constitution of the State of Illinois of 1970 and the laws of the
State.
1.2 The City is engaged in the revitalization of its downtown commercial district which
includes the property commonly known as 111 West Madison(exclusive of the adjacent parking
lot), which property is identified by parcel index number 05-32-287-001 and legally described
on Exhibit A (the"Subject Property").
1.3 The City has the authority pursuant to the laws of the State of Illinois, to promote
the health, safety, and welfare of its inhabitants, to prevent the spread of blight, to encourage
private development in order to enhance the local tax base,to increase job opportunities,and to
enter into contractual agreements with third parties for the purpose of achieving these purposes.
1.4 Pursuant to the Tax Increment Allocation Redevelopment Act of the State of
Illinois,65 ILCS 5/11-74.4-1, et seq.,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"or a"conservation area"as such
terms are defined in the TIF Act.
1.5 To stimulate and induce redevelopment pursuant to the TIF Act, the City, after
giving all required notices,conducting a public hearing and making all findings required by law,
on April 10, 2018, pursuant to Ordinance Nos. 2018-23, 2018-4 and 2018-25, approved a
Redevelopment Plan (the "Redevelopment Plan") for an area designated as the Downtown
Redevelopment Project Area#2 (the "Project Area"), which Project Area includes the Subject
Property, and adopted tax increment financing for the payment and financing of
"Redevelopment Project Costs", as defined by the TIF Act, incurred within the Project Area as
authorized by the TIF Act.
1.6 The Subject Property is improved with a two-story building constructed in 1892
and used as the County Jail and Sheriff's residence until 1992(the"Old JaiP')and now remains
as an important historic landmark in the City.
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1.7 On July 9, 2019, the City authorized the issuance of a Request for Proposal (the
"RFP") from all parties interested in rehabilitating the Subject Property (with a preference for
office or retail use and a secondary preference for multi-family residential use) in a manner
respecting the historical significance of the Old Jail.
1.8 In response to the RFP, the City received a proposal from the Developer to
substantially renovate the Subject Property into five (5) residential units and 2,000 to 4,200
square feet of commercial/office retail space while preserving and retaining the historic elements
of the Subject Property("Project").
1.9 The Developer has advised the City that it is not economically feasible for the
Developer to undertake the Project to improve the Subject Property due to the extraordinary
costs required for its redevelopment without financial assistance due to the existence of asbestos
and lead base paint and the deteriorating condition of the Old Jail.
1.10 The City desires to have the Subject Property redeveloped in order to preserve its
historic value to the City and to eliminate the blight factors found within the Subject Property
while also increasing the tax base for the City and taxing districts authorized to levy taxes upon
the Subject Property; providing job opportunities for its residents; and, improving the general
welfare of the community; and, therefore, is prepared to convey the Subject Property to the
Developer and to reimburse the Developer for certain costs associated with the Project,subject
to the terms of this Agreement,the TIF Act and all other applicable provisions of law.
ARTICLE 2: CONVEYANCE OF THE SUBJECT PROPERTY
2.1 The City and the Developer agree that upon approval of the proposed Downtown
Overlay Zoning District, no rezoning shall be required for the Subject Property. In the event the
Downtown Overlay Zoning District is not approved within six months from the Effective Date,
the City agrees to complete the required process to approve a text amendment to the City's zoning
code to provide for two(2)residential units on the first floor in a B-1 zoning district to be a Special
Use; and, the Developer agrees to submit a petition to the City for a Special Use at the Subject
Property. A list of permitted uses in a B-1 zoning district (as would pertain to the commercial
portion of the Subject Property) are attached hereto as Exhibit B.
2.2 Within thirty (30) days of the Effective Date the City shall convey the Subject
Property to the Developer for a purchase price of$1,000.00 subject to the following conditions:
(a) The deed of conveyance shall provide that the City shall have a right of first
refusal in the event of any conveyance, sale, transfer, gift or exchange of
the Subject Property by the Developer as "grantee" until such time as the
Project has been completed and certificates of occupancy have been issued
by the City for both the residential and commercial units constructed within
the Subject Property;
(b) The deed of conveyance shall provide that title to the Subject Property shall
be subject to a covenant running with the land that the historic portion of
the Old Jail (as depicted on Exhibit D attached hereto) may not be
demolished without the written consent of the City Council;
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(c) The City shall have received and approved final plans for the development
of the Subject Property which plans shall conform to the zoning as to be in
effect; and,
(d) The City has received and accepted an estimated budget for the Project
demonstrating a total investment of no less than$800,000 in the Project.
2.3 The City shall grant the Developer the Right of First Refusal in the event of the
conveyance,sale,transfer,gift or exchange of Lots 3 and 4 of Block 28 (the parking lot)for a term
of twenty(20) years.
ARTICLE 3: CITY OBLIGATIONS
3.1 The City shall grant the Developer a right of first refusal for a period of twenty(20)
years from the Effective Date in the event of its conveyance, sale, transfer or exchange of Lots 3
and 4 of Block 28 currently used by the City as a public parking lot.
3.2 Upon satisfaction of the conditions set forth in Sections 2.2(c) and (d) above and
the Developer has received any and all permits required to proceed with the Project,the City shall
reimburse the Developer for "Redevelopment Project Costs" (as hereinafter defined) subject to
the limitations of the TIF Act,Article 4 and 5 of this Agreement,the following amounts:
(a) Thirty thousand dollars ($30,000) within thirty (30) days of completion of a
new roof in accordance with all applicable code requirements (excluding
downspouts and gutters if unavailable)on the condition that said completion of
the roof occurs on or before December 1, 2019 or within ninety(90) days of
the issuance of the required permit;
(b) Fifty thousand dollars ($50,000) within 30 days of completion in accordance
with all applicable codes for reimbursement of the cost of abatement of
asbestos and remediation of lead-based paint upon completion in accordance
with all applicable codes;
(c) Seventeen thousand five hundred dollars ($17,500) upon completion of four
residential units constructed in that portion of the Old Jail not within the historic
part(see Exhibit D)to the extent the four units have met all of the building code
requirements to receive a certificate of occupancy but for the final approval of
the rezoning of the Subject Property as included in the Downtown Overlay
Zoning District or approval of the text amendment to the B-1 Zoning District
to permit more than 2 residential units to be constructed on the first floor as a
Special Use for the Subject Property;
(d) Seventeen thousand five hundred dollars($17,500)after substantial completion
of unleased tenant space for all commercial units,to be defined as roughed -in
utilities and drywall (or other code approved wall surfaces) at the Subject
Property;
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(e) As to the obligations of the City to pay the amounts due under paragraphs 3.2(a)
thru 3.2(d) hereinabove, such obligation to pay is an absolute payment
obligation of the City and is exclusive of the maximum incremental
reimbursements from TIF Funds provided hereinafter in this Agreement.
(f) One hundred percent (100%) of the "Incremental Taxes" (as hereinafter
defined) generated by the Subject Property and distributed to the City in
calendar years 2020, 2021, 2022, 2023, and 2024 so long as substantial
completion of the Project has occurred on or before December 31,2023 and no
code violations are found at the Subject Property and no students enrolled in
Yorkville school districts reside at the Subject Property.
In the event students attending Yorkville school districts reside at the
property,the amount due to the school districts pursuant to the TIF Act shall
be deducted from the amount of Incremental Taxes due to the Developer as
stated in 3.3 below
3.3 So long as no notice of default has been issued and remains outstanding pursuant
to Article 7 of this Agreement, following the payment of amounts due to the Developer pursuant
to 3.2 above and subject to the procedures set forth in Article 5 hereof, the City shall reimburse
the Developer for Redevelopment Project Costs a maximum of$150,000 from Incremental Taxes
generated from the Subject Property so long as no students attending Yorkville school districts
reside at the Subject Property,payments to be made as follows:
(i) Ninety percent (90%) of the Incremental Taxes distributed to the
City in calendar years 2025,2026,2027, and 2028;
(ii) Eighty-five percent(85%) of the Incremental Taxes distributed to
the City in calendar years 2029,2030,and 2031,if necessary, and,
(i) Eighty percent (80%) of the Incremental Taxes distributed to the
City in calendar years 2032,2033 and 2034; if necessary.
It is understood and agreed that the amounts hereinabove stated to be distributed to the
Developer for reimbursement of Redevelopment Project Costs shall be reduced by the amounts
due to the Yorkville school districts as required by the TIF Act in the event students attending
Yorkville Schools residing at the Subject Property.
As used in this Agreement, "Incremental Taxes" shall mean the amount equal to the
amount of ad valorem taxes, if any, paid in respect of the Subject Property and its improvements
which is attributable to the increase in the equalized assessed value of all the parcels of property
located therein over the initial equalized assessed value of said parcel. For purposes of this
Agreement,Redevelopment Project Costs shall mean and include all costs and expenses as defined
as"redevelopment project costs"in Section 11-74.4-3(q)of the TIF Act.
3.4 The City agrees to waive all rezoning costs, building permit fees (including plan
review fees), water meter fees, water connection fees, and sewer connection fees for any
component of the Project commenced within 5 years from the Effective Date, and for any
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additional projects on the historic portion of the Old Jail commenced within 10 years from the
Effective Date.
3.5 On or before March 1, 2020, the City shall determine (in its sole discretion) if it
intends to construct the water and sewer service line extensions into the Old Jail with the
construction of two 1"water service lines and a 6" sanitary service line;or,pay the Developer the
sum of fifteen thousand dollars ($15,000). In the event the City determines not to construct said
water and sewer service line into the Old Jail, the Developer shall obtain no less than three (3)
written quotes for such work and submit the quotes to the City. Within 21 days of review of such
written quotes,the City shall pay the Developer the lesser of the lowest written quote or$15,000.
3.6 On or before March 1, 2020, the City shall determine (in its sole discretion) if it
intends to construct five residential electrical services into the Old Jail. In the event the City
determines not to construct said electrical services into the Old Jail,the Developer shall obtain no
less than three(3)written quotes for such work and submit the quotes to the City. Within 21 days
of review of such written quotes the City shall pay the Developer the lesser of the lowest written
quote or five thousand dollars($5,000).
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ARTICLE 4. MUTUAL UNDERSTANDINGS REGARDING PARKING
4.1 The City and the Developer hereby agree to the following:
(a) Based upon the mixed use proposal for the development of the Subject Property as the
final approved Project, under the current zoning ordinance an estimated maximum
twenty-three(23)parking spaces ten(10)stalls for residential and thirteen(13)for all
non-residential uses would be required and are available at the site of the Subject
Property.
(b) Pursuant to the City's Zoning Ordinance,all required parking spaces are to be located
within 1,000 feet of the use served, which are currently available unless the Subject
property is used for residential or hotel use which should then be located within 300
feet.
(c) The adjacent off-street parking lot to the north of the Old Jail can be utilized to fulfill
the site's residential parking needs (ten (10) spaces). The non-residential parking
needs may be fulfilled by other identified off-street and on-street parking spaces
within 200 feet of the property.
(d) City acknowledges that the above number of parking spaces set forth in paragraphs
4.2 and 4.3 above complies with all City ordinances and building codes and shall at
all times be treated as in compliance with City ordinances and codes, so long as the
Subject Property retains its current zoning.
4.2 Current available parking on the area of the Subject Property includes the
following:
Seventeen (17) off-street public parking spaces are located north of the Old Jail,
Plus an additional (3)on-street public parking spaces to the south(Madison Street)
are immediately available to the Subject Property. An additional seven(7) striped
on-street public parking stalls northeast of the Subject Property on W.Van Emmon
Street are available,as well as a County-owned off-street public parking lot east of
the Subject Property on W. Madison Street holding approximately thirteen (13)
stalls are available. Total available public parking stalls within 200 feet of the
Subject Property are forty(40) stalls.
Minimum required parking spaces for the commercial and office uses is three (3)
spaces per 1,000 of floor area; one (1) space per lodging unit for the
hotel/hospitality use; and two (2) spaces per dwelling unit. Developer and City
agree that the handicapped designated spaces shall be in the area for which new
parking spaces are provided.
4.3 The City hereby agrees to use its best efforts to construct new parking spaces as
depicted on Exhibit C attached hereto it being understood that the construction of such the
additional parking spaces shall require cooperation from the Developer and Kendall County in
order to proceed. In the event additional parking spaces are constructed, the Developer hereby
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agrees that the reimbursement of$150,000 to the Developer for Redevelopment Project Costs
pursuant to Section 3.3 shall be reduced by two thousand dollars($2,000)up to a maximum of ten
thousand dollars ($10,000) for all parking spaces constructed by the City. The Developer shall
have the right to lease the parking spaces, either in-place and those for which a deduction was
made from the total reimbursement of$150,000 portions of which are located within the lot line
of the subject property, for the term of this Agreement but only upon approval of 3/ (6 members)
of the City Council
ARTICLE 5. PROCEDURES TO RERABURSE THE DEVELOPER
5.1 The City has established a special tax allocation fund solely for the Project Area
(the "STAF") into which the City shall deposit the Incremental Taxes generated from the Project
Area. On December 1 of each year[or,if later,that date which is ten(10)days following the date
upon which the City receives Incremental Taxes from the final installment of real estate taxes(the
"STAF Allocation Date")],the portion of Incremental Taxes generated from the Subject Property
hereof 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 Old Jail
Subaccount of the STAF (which Subaccount shall be automatically created by the ordinance
approving this Agreement) and used to reimburse the Developer for Project Costs which qualify
as Redevelopment Project Costs under the TIF Act pursuant to Sections 3.2 and 3.3,in an amount
not to exceed$150,000.
5.2 THE CITY'S OBLIGATION TO REIMBURSE THE DEVELOPER UNDER
ARTICLE 3.3 OF THIS AGREEMENT IS A LIMITED OBLIGATION PAYABLE SOLELY
FROM INCREMENTAL TAXES DEPOSITED IN THE OLD JAIL SUBACCOUNT OF THE
STAF FROM TIME TO TIME AND SHALL NOT BE SECURED BY THE FULL FAITH AND
CREDIT OF THE CITY.
5.3 To establish a right of reimbursement for Redevelopment Project Costs in the
amount and for the time periods set forth in Article 3.3, the Developer shall submit to the City a
written statement in the form attached to this Agreement as Exhibit E (a "Request for
Reimbursement") with such paid bills, paid invoices, lien waivers, or other evidence as the City
shall reasonably require to evidence the right of the Developer to reimbursement under Article 3.2
and 3.3 of this Agreement an amount not to exceed $150,000. The City shall have twenty (20)
days after receipt of the Request for Reimbursement from the Developer to approve or disapprove
the Request for Reimbursement 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 expenditure for which reimbursement is sought shall be that
such expenditure is not an eligible"Redevelopment Project Costs"under the TIF Act or that it was
not incurred and the construction was not completed by the Developer in accordance with all
applicable City Code requirements and the provisions of this Agreement. 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,before and after the date
of this Agreement, and judicial interpretations of the TIF Act rendered during the term of this
Agreement. The City has no obligation to the Developer to attempt to modify such judicial
interpretations but will cooperate with the Developer in obtaining approval of Redevelopment
Project Costs.
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ARTICLE 6. REPRESENTATIONS,WARRANTIES,AND COVENANTS
6.1 Developer's Representations Warranties and Covenants. To induce the City to
enter into this Agreement,Developer represents, covenants,warrants,and agrees that:
(a) Recitals. All representations and understanding as set forth in Article 1 are true,
complete, and accurate in all respects.
(b) Organization and Authorization. Developer is an Illinois limited liability company
duly formed and existing under the laws of the State of Illinois authorized to do
business in Illinois,and Developer has the power to enter into,and by proper action
has been duly authorized to execute, deliver, and perform, this Agreement.
Developer will do,or cause to be done, all things necessary to preserve and keep in
full force and effect its existence and standing as a limited liability company
authorized to do business in the State of Illinois for so long as Developer is
developing and constructing the Project.
(c) Non-Conflict or Breach. The execution, delivery, and performance of this
Agreement by Developer, the consummation of the transactions contemplated
hereby, and the fulfillment of or compliance with the terms and conditions of this
Agreement shall not conflict with or result in a violation or breach of any of the
terms, conditions, or provisions of any offering or disclosure statement made, or
to be made, on behalf of Developer, or any restriction, organizational document,
agreement, or instrument to which Developer, or any of its partners or venturers,
is now a party or by which Developer,or any of its partners or venturers,is bound,
or constitute a default under any of the foregoing. Any claim of Conflict or Breach
made by either party in this Agreement shall be subject to all enforcement and cure
provisions provided in Article 7 in this Agreement.
(d) Pending Lawsuits. There are no actions at law or similar proceedings either
pending or, to the best of Developer' s knowledge, threatened against Developer
that would materially or adversely affect:
(i) The ability of Developer to proceed with the construction and
development of the Subject Properties;
(ii) Developer's financial condition;
(iii) The level or condition of Developer's assets as of the date of this
Agreement; or
(i) Developer' s reputation
6.2 City's Representations, Warranties and Covenants. To induce Developer to enter
into this Agreement and to undertake the performance of its obligations under this Agreement,the
City represents, covenants, warrants and agrees as follows:
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(a) Recitals. All representations and agreements made by the City in Article 1 are true,
complete, and accurate in all respects.
(b) Authorizations. The City has the power to enter into and perform its obligations
under this Agreement and by proper action has duly authorized the Mayor and City
Clerk to execute and deliver this Agreement
(c) Non-Conflict or Breach. The execution, delivery, and performance of this
Agreement by the City,the consummation of the transactions contemplated hereby
and the fulfillment of or compliance with the terms and conditions of this
Agreement shall not conflict with or result in a violation or breach of the terms of
any order, agreement, or other instrument to which the City is a party or by which
the City is now bound.
(d) Pending Lawsuits. There are no actions at law or similar proceedings either
pending or to the best of the City's knowledge being threatened against the City that
would materially or adversely affect:
(i) The ability of Developer to proceed with the construction of the
Development.
(ii) The ability of the City to perform its obligations under this Agreement.
ARTICLE 7: ENFORCEMENT AND REMEDIES
7.1 Enforcement: Remedies. The parties may enforce or compel the performance of
this Agreement, in law or in equity,by suit, action,mandamus,or any other proceeding,including
specific performance. Notwithstanding the foregoing, Developer agrees that it will not seek, and
does not have the right to seek, to recover a judgment for monetary damages against the City or
any elected or appointed officials, officers, employees, agents, representatives, engineers,
consultants, or attorneys thereof, on account of the negotiation, execution,or breach of any of the
terms and conditions of this Agreement. Subject to the cure provisions provided to each party in
paragraph 7.2 hereof.
7.2 Notice: Cure, Self-Help. In the event of a breach of this Agreement, the parties
agree that the party alleged to be in breach shall have, unless specifically provided otherwise by
any other provision of this Article 7, 30 days after notice of any breach delivered in accordance
with Section 9.10 to correct the same prior to the non-breaching party's pursuit of any remedy
provided for in Section 7.4 and 7.7; provided, however, that the 30-day period shall be extended,
but only (i) if the alleged breach is not reasonably susceptible to being cured within the 30-day
period, and (ii) if the defaulting party has promptly initiated the cure of the breach, and(iii)if the
defaulting party diligently and continuously pursues the cure of the breach until its completion. If
any party shall fail to perform any of its obligations under this Agreement,and if the party affected
by the default shall have given written notice of the default to the defaulting party, and if the
defaulting party shall have failed to cure the default as provided in this Section 7.2, then, except
as specifically provided otherwise in the following sections of this Article 7 and in addition to any
and all other remedies that may be available either in law or equity,the party affected by the default
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shall have the right (but not the obligation) to take any action as in its discretion and judgment
shall be necessary to cure the default. In any event,the defaulting party hereby agrees to pay and
reimburse the party affected by the default for all costs and expenses reasonably incurred by it in
connection with action taken to cure the default, including attorney's fees and court costs.
7.3 Events of Default by Developer. Any of the following events or circumstances
shall be an event of default by Developer with respect to this Agreement:
(a) If any material representation made by Developer in this Agreement, or in any
certificate; notice, demand to the City; or request made by the City in connection
with any of documents, shall prove to be untrue or incorrect in any material respect
as of the date made.
(b) Default by Developer in the performance or breach of any material covenant
contained in this Agreement concerning the existence, structure, or financial
condition of Developer.
(c) Developer's default in the performance or breach of any material covenant,
warranty, or obligation contained in this Agreement.
(d) The entry of a decree or order for relief by a court having jurisdiction in the
premises in respect of Developer in an involuntary case under the federal
bankruptcy laws, as now or hereafter constituted, or any other applicable federal
bankruptcy, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator,or similar official of Developer for any substantial part of its property,
or ordering the winding-up or liquidation of its affairs and the continuance of any
such decree or order un-stayed and in effect for a period of 60 consecutive days.
There shall be no cure period for this event of default.
(e) The commencement by Developer of a voluntary case under the federal bankruptcy
laws, as now or hereafter constituted, or any other applicable federal bankruptcy,
insolvency,or the consent by Developer to the appointment of or taking possession,
by a receiver, liquidator, assignee, trustee, custodian, sequestrator, or similar
official of Developer or of any substantial part of Developer' s property, or the
making by any such entity of any assignment for the benefit of creditors or the
failure of Developer generally to pay such entity's debts as such debts become due
or the taking of action by Developer in furtherance of any of the foregoing. There
shall be no cure period for this event of default.
7.4 Remedies for Default By Developer.
(a) Subject to the provisions of this Agreement, in the case of an event of
default by Developer, the City, pursuant to Section 7.1, may institute
such proceedings as may be necessary or desirable in its opinion to cure
or remedy such default or breach, including proceedings to compel
specific performance of Developer of its obligations under this
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Agreement. Subject to the cure provisions in paragraph 7.2 of this
Agreement.
(b) In case the City shall have proceeded to enforce its rights under this
Agreement and such proceedings shall have been discontinued or
abandoned for any reason or shall have been determined adversely to
the City, then, and in every such case, Developer and the City shall be
restored respectively to their several positions and rights hereunder,and
all rights,remedies and powers of Developer and the City shall continue
as though no such proceedings had been taken. Subject to the cure
provisions in paragraph 7.2 of this Agreement.
7.5 Indemnification by Developer- Agreement to Pay Attorneys' Fees and Expenses.
Developer agrees to indemnify the City, and all of its elected and appointed officials, officers,
employees, agents, representatives, engineers, consultants, and attorneys, against any and all
claims that may be asserted at any time against any of such parties in connection with or as a result
of(i)Developer's development,construction,maintenance,or use of the Subject Properties;or(ii)
Developer's default under the provisions of this Agreement. Such indemnification obligation,
however, shall not extend to claims asserted against the City or any of the aforesaid parties in
connection with or as a result of: (i)the performance of the City's representations, warranties and
covenants under Article 6 of this Agreement; (ii) the City's default under the provisions of this
Agreement;or(iii)the act, omission,negligence or misconduct of the City or any of the aforesaid
parties. If Developer shall commit an event of default and the City should employ an attorney or
attorneys or incur other expenses for the collection of the payments due under this Agreement or
the enforcement of performance or observance of any obligation or agreement on the part of
Developer herein contained, Developer,on the City's demand,shall pay to the City the reasonable
fees of such attorneys and such other reasonable expenses so incurred by the City, in the event the
City is determined to the be prevailing party.
7.6 Events of Default by City. Any of the following events or circumstances shall be
an event of default by the City with respect to this Agreement:
(a) A default of any term, condition, or provision contained in any agreement or
document relating to the Project(other than this Agreement),that would materially
and adversely impair the ability of the City to perform its obligations under this
Agreement, and the failure to cure such default within the earlier of 30 days after
Developer's written notice of such default or in a time period reasonably required
to cure such default or in accordance with the time period provided therein.
(b) Failure to comply with any material term,provision,or condition of this Agreement
within the time herein specified and failing to cure such noncompliance within 30
days after written notice from Developer of each failure or in a time period
reasonably required to cure such default.
(c) A representation or warranty of the City contained herein is not true and correct in
any material respect for a period of 30 days after written notice to the City by
Developer. If such default is incapable of being cured within 30 days,but the City
begins reasonable efforts to cure within 30 days, then such default shall not be
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considered an event of default hereunder for so long as the City continues to
diligently pursue its cure.
7.7 Remedies for Default by City. Subject to the provisions of this Agreement, in the
case of an event of default by the City, Developer, pursuant to Section 7.1, may institute such
proceedings as may be necessary or desirable in its opinion to cure or remedy such default or
breach, including proceedings to compel the City's specific performance of its obligations under
this Agreement; provided, however, no recourse under any obligation contained herein or for any
claim based thereon shall be had against the City, its officers, agents, attorneys,representatives in
any amount in excess of the 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 the City, its officers, agents,
attorneys, representatives or employees in any amount in excess of 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. In the event
any action is maintained by the City against Developer,and the City is found to the non-prevailing
party, the City shall reimburse Developer for any costs and reasonable Attorneys fees incurred in
enforcing claim under this Agreement as the prevailing party.
ARTICLE 8: GENERAL PROVISIONS
8.1 Maintain Improvements in Good and Clean Condition: Developer shall maintain
the Subject Property in reasonably good and clean condition at all times during the development
by Developer of the Subject Property, which shall include promptly removing all mud, dirt, and
debris that is deposited on any street, sidewalk, or other public property in or adjacent to the
Subject Properties by Developer or any agent of or contractor hired by,or on behalf of Developer
and repair any damage to any public property that may be caused by the activities of Developer or
any agent of or contractor hired by, or on behalf of, Developer.
8.2 Liability and Indemnity of City.
(a) No liability for City Review. Developer acknowledges and agrees that(i)the City
is not, and shall not be, in any way liable for any damages or injuries that may be
sustained as the result of the City's review and approval of any plans or
improvements or as a result of the issuance of any approvals,permits, certificates,
or acceptances for the development or use of any portion of the Subject Properties
or the improvements and (ii) the City's review and approval of any plans and the
issuance of any approvals,permits, certificates, or acceptances does not, and shall
not, in any way be deemed to insure Developer, or any of its successors, assigns,
tenants, or licensees, or any third party, against violations or damage or injury of
any kind at any time.
(b) Hold Harmless and Indemnification. Developer shall hold harmless the City, and
all of its elected and appointed officials, employees, agents, representatives,
engineers, consultants, and attorneys from any and all claims that may asserted at
any time against any of such parties in connection with (i) the City's review and
approval of any plans or improvements or(ii) the City's issuance of any approval,
permit or certificate. The foregoing provision, however, shall not apply to claims
made against the City as a result of a City event of default under this Agreement,
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claims that are made against the City that relate to one or more of the City's
representations, warranties, or covenants under Article 5 and claims that the City,
either pursuant to the terms of this Agreement or otherwise explicitly has agreed to
assume.
(c) Defense Expenses. Developer shall pay all expenses, including legal fees and
administrative expenses, incurred by the City in defending itself with regard to any
and all of the claims identified in the first sentence of Subsection(b) above.
The City agrees that upon a successor becoming bound to the obligations created herein in the
manner provided herein and providing the financial assurances required herein, the liability of
Developer shall be released to the extent of the transferee's assumption of such liability.
8.6 No Implied Waiver of City Rights. The City shall be under no obligation to exercise
rights granted to it in this Agreement except as it shall determine to be in its best interest from time
to time. Except to the extent embodied in a duly authorized and written waiver of the City, no
failure to exercise at any time any right granted herein to the City shall be construed as a waiver
of that or any other right.
8.7 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 its obligations
under this 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 Gods, 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.
ARTICLE 9. TERM
Term. This Agreement shall be in full force and effect upon its execution by the parties
and terminate December 31, 2041.
ARTICLE 10. NOTICES
10.1 Notices. All notices and other communications in connection with this Agreement
shall be in writing and shall be deemed delivered to the addressee thereof(a) when delivered in
person on a business day at the address set forth below,or(b)on the third business day after being
deposited in any main or branch United States post office, for delivery by properly addressed,
postage prepaid, certified or registered mail, return receipt requested, at the address set forth
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below,or(c)by facsimile or email transmission,when transmitted to either the facsimile telephone
number or email address set forth below,when actually received.
Notices and communications to Developer shall be addressed to, and delivered at,the following
addresses:
With a copy to:
KCJ Restoration, LLC Daniel Kramer
c/o 805 Milwaukee Ave, Suite 400 1107 South Bridge Street, Suite A
Chicago, IL 60642 Yorkville, Illinois 60560
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Notices and communications to the City shall be addressed to and delivered at these addresses:
With a Myto:
United City of Yorkville Kathleen Field Orr
800 Game Farm Road Kathleen Field Orr&Associates
Yorkville, Illinois 60560 2024 Hickory Road, Suite 205
Homewood, Illinois 60430
By notice complying with the requirements of this Section, each party shall have the right to
change the address or addressee, or both, for all future notices and communications to such party,
but no notice of a change of address or addressee shall be effective until actually received.
ARTICLE 11. IN GENERAL
11.1 Amendments and Waiver. No modification,addition,deletion,revision,alteration,
or other change to this Agreement shall be effective unless and until the change is reduced to
writing and executed and delivered by the City and the Developer. No term or condition of this
Agreement shall be deemed waived by any party unless the term or condition to be waived, the
circumstances giving rise to the waiver and, where applicable, the conditions and limitations on
the waiver are set forth specifically in a duly authorized and written waiver of such party. No
waiver by any party of any term or condition of this Agreement shall be deemed or construed as a
waiver of any other term or condition of this Agreement,nor shall waiver of any breach be deemed
to constitute a waiver of any subsequent breach whether of the same or different provisions of this
Agreement.
11.2 No Third Party Beneficiaries. No claim as a third party beneficiary under this
Agreement by any person, firm, or corporation shall be made, or be valid, against the City or
Developer.
11.3 Entire Agreement. This Agreement shall constitute the entire agreement of the
Parties; all prior agreements between the Parties, whether written or oral, are merged into this
Agreement and shall be of no force and effect.
11.4 Counterparts. This Agreement is to be executed in two or more counterparts,each
of which shall be deemed an original but all of which shall constitute the same instrument.
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set
forth below their respective signatures,to be effective as of the Effective Date.
United City of Yorkville Attest:
By: By:
Mayor City Clerk
Date: �5fPT-466A 10 ,2019
KCJ Restoration,LLC
Manager
By:
Manager
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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set
forth below their respective signatures,to be effective as of the Effective Date.
United City of Yorkville Attest:
By: By:
Mayor City Clerk
Date: , 2019
KCJ Restoration,LLC
By:
Manager
V.
By:
Manager
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Exhibit A
Legal Description
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LEGAL DESCRIPTION
LOTS 1 AND 2 IN BLOCK 28, IN THE ORIGINAL VILLAGE OF YORKVILLE, KENDALL
COUNTY, ILLINOIS.
G:\Public\Yorkville\2019\YO1900-C City of Yorkville-General\111 W.Madison Street
Exhibit B
List of permitted uses within the B-1 zoning district
• Multi-family dwelling above first for business or live work space with maximum of two
apartments
• College,junior college
• Library
• Religious institution
• Advertising Agency
• Antique Sales
• Bakery
• Bank
• Beauty/Barber Shop
• Bookkeeping Services
• Boat Sales
• Bookstore
• Clothes-Pressing and Repair
• Private Club
• Coffee Shop
• Commercial Laboratory
• Trade school
• Detective Agency
• Dressmaker
• Dry Cleaning
• Employment Office
• Funeral Home
• Grocery Store
• Liquor Store
• Massage Establishment
• Medical Clinic
• Microbrewery
• Pawnbrokers
• Photography
• Post Office
• Professional Services
• Radio and Television Studio
• Recreation Center
• Resale Dealers
• Restaurant
• Retail Store
• Shoe Repair
• Tattoo Establishment
• Treatment Center
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Exhibit C
Potential new parking spaces
20
1
I �
i 'fit
k
yt �
COUNTYOLSONMENDALL
PROPERTY• • s
3 Potential New Spaces
(Angled)
4 Potential New Spaces
-� (Parallel)
COUNTY JAIL ADDITIONAL POTENTIAL PARKING
?� o UNITED CITY OF YORKVILLE, ILLINOIS
�t aas ADDRESS: 800 Game Farm Road, Yorkville Illinois DATE: August 6, 2019
o
`z° DATA: All permit data and geographic data are property of the United City of Yorkville
<Le OY
LOCATION: (I:)//Community Development/Jail Map.pdf
Exhibit D
Boundaries of historic portion of building
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OLD COUNTY JAIL Approximate Distances and Building Footprint Areas
BREEZEWAY
ADDITION HISTORIC JAIL
(350 SQ. FT.) (21300 SQ. FT.)
Y
co
.f
RESIDENTIAL
ADDITION
(925 SQ. FT.)
1N Madison'St
Exhibit E
Request for Reimbursement
United City of Yorkville To: KCJ Restoration
800 Game Farm Road c/o 805 Milwaukee Ave, Suite 400
Yorkville, Illinois 60560 Chicago, IL 60642
Re: Redevelopment Agreement, dated by and
between the United City of Yorkville, Kendall County, Illinois, and KCJ
Restoration,LLC ("Developer")
Dear Sir:
You are requested to disburse funds from the Old Jail Sub-Account pursuant to the
Redevelopment Agreement described above in the amount(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. Amount to be Disbursed: $
2. The amount requested to be disbursed pursuant to this Request for Reimbursement
will be used to reimburse the Developer for eligible Redevelopment Project Costs.
3. The undersigned certifies that:
(i) the amounts included in 1 above 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, represent a part of the funds due and payable for
Redevelopment Project Costs;
(iii) the moneys requisitioned are not greater than those necessary to meet
obligations due and payable or to reimburse the Developer for its funds
actually advanced for Redevelopment Project Costs;
(iv) 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$150,000.00.
(v) the Developer is not in default under the Redevelopment Agreement and
nothing has occurred to the knowledge of the Developer that would prevent
the performance of its obligations under the Redevelopment Agreement.
4. Attached to this Request for Reimbursement are copies of invoices or bills of sale
and Mechanic's Lien Waivers for the Project.
Date: By: KCJ Restoration, LLC
Manager
APPROVED: United City of Yorkville, an Illinois municipal corporation
Date:
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