Ordinance 2022-07 UNITED CITY OF YORKVILLE
KENDALL COUNTY, ILLINOIS
ORDINANCE NO. 2022-07
AN ORDINANCE APPROVING A REDEVELOPMENT AGREEMENT BY AND BETWEEN
THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS
AND THE WILLIAMS GROUP, LLC
Passed by the City Council of the
United City of Yorkville,Kendall County,Illinois
This 8th day of February,2022
Published in pamphlet form by the
authority of the Mayor and City Council
of the United City of Yorkville,Kendall
County,Illinois on February 16,2022.
Ordinance No. 2022-07
AN ORDINANCE APPROVING A REDEVELOPMENT AGREEMENT BY AND BETWEEN
THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS
AND THE WILLIAMS GROUP,LLC
ARTICLE 1: RECITALS
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 the State.; and,
WHEREAS, the City is engaged in the revitalization of its downtown commercial district
which includes the properties commonly known as 101, 109 and 111 South Bridge Street and 111,
119 and 201 West Hydraulic Avenue, which properties are identified by parcel index numbers 02-
32-278-008 and 02-32-279-001, -003 and -004, -005, -006 and -009 and legally described on
Exhibit A (collectively,the "Downtown Property").
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 "TIE 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 June 13, 2006, pursuant to Ordinance Nos. 2006-46, 2006-47 and 2006-48, approved a
Redevelopment Plan (the "Redevelopment Plan") for an area designated as the Downtown
Redevelopment Project Area#1 (the"Project Area"),which Project Area includes the Downtown
Ordinance No.2022-07
Page 2
Development, 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; and,
WHEREAS, The Williams Group, LLC, an Illinois limited liability company (the
"Developer") has submitted a proposal to the City to acquire the Downtown Development and
immediately begin to redevelop a portion of the Downtown Development identified by parcel
number 02-32-279-006(the"Subject Property")repurposing the existing structure and adding two
dwelling units to the second floor(the"Project"); and,
WHEREAS, the Developer has advised the City that the acquisition and the
redevelopment of the Subject Property shall require an investment of approximately $1,600,000
and that it is not economically feasible to proceed without financial assistance due to the
extraordinary costs to renovate and repurpose a structure formerly used to manufacture tools into
modern retail and residential space; and,
WHEREAS,the City desires to have the Subject Property redeveloped and repurposed as
proposed by the Developer because the City believes the Project shall eliminate the blight factors
found within the Subject Property while increasing the tax base for the City and taxing districts
authorized to levy taxes upon the Subject Property; provide job opportunities for its residents;
and, improve the general welfare of the community; and, therefore, is prepared to reimburse the
Developer for certain costs associated with the Project, subject to the terms and conditions of this
Agreement,the TIF Act and all other applicable law.
NOW,THEREFORE,BE IT ORDAINED by the Mayor and City Council of the United
City of Yorkville, Kendall County, Illinois, as follows:
Ordinance No.2022-07
Page 3
Section 1. All of the Preambles hereinabove set forth are incorporated herein as if restated.
C.
Section 2. That the Redevelopment Agreement by and between the United City of
Yorkville and The Williams Group, 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 after its passage, publication,
and approval as provided by law.
Passed by the City Council of the United City of Yorkville, Kendall County, Illinois this
8th day of February, A.D. 2022.
/
0 ItAILUAt4
CI Y CLERK
KEN KOCH AYE DAN TRANSIER AYE
ARDEN JOE PLOCHER AYE CRAIG SOLING AYE
CHRIS FUNKHOUSER AYE MATT MAREK AYE
SEAVER TARULIS AYE JASON PETERSON AYE
Approved by me, as Mayor of the United City of Yorkville, Kendall County, Illinois,this
tr day of p YWA VIA , 2022.
Mayor
Attest:
•�� 16-0A}LeA
lerk
Ordinance No.2022-07
Page 4
REDEVELOPMENT AGREEMENT BY AND BETWEEN
THE UNITED CITY OF YORKVILLE,KENDALL COUNTY,ILLINOIS
AND THE WILLIAMS GROUP,LLC
THIS REDEVELOPMENT AGREEMENT ("Agreement") is entered into as of the
0 day of R,b rua , 2022 ("Effective Date") by and between the United City of
Yorkville, Kendall County, Illin is, an Illinois municipal corporation("City"), and The Williams
Group, 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 properties commonly known as 101, 109 and 111 South Bridge Street and 111, 119
and 201 West Hydraulic Avenue, which properties are identified by parcel index numbers 02-
32-278-008 and 02-32-279-001,-003 and-004,-005, -006, -008 and-009 and legally described
on Exhibit A (collectively,the "Downtown Development").
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 June 13, 2006, pursuant to Ordinance Nos. 2006-46, 2006-47 and 2006-48, approved a
Redevelopment Plan (the "Redevelopment Plan") for an area designated as the Downtown
Redevelopment Project Area #1 (the "Project Area"), which Project Area includes the
Downtown Development 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 Developer has submitted a proposal to the City to acquire the Downtown
Development and immediately begin to redevelop a portion of the Downtown Development
identified by parcel number 02-32-279-006(the"Subject Property")which is improved with an
18,694 square foot mixed use structure a portion of which is vacant. The Developer proposes
to repurpose the basement,divide unit 103 on the first floor into three retail spaces and construct
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two dwelling units on the second floors of the structure on the Subject Property as depicted on
Exhibit B attached hereto. The basement area has been leased to a brewer of Artisan Mead for
use as its production facility. The remaining commercial units on the first floor of the structure
shall be renovated and repurposed as the terms of the existing leases expire (collectively,
hereinafter the "Project").
1.7 The Developer has advised the City that the acquisition and the redevelopment of
the Subject Property shall require an investment of approximately $1,600,000 and that it is not
economically feasible to proceed without financial assistance due to the extraordinary costs to
renovate and repurpose a structure formerly used to manufacture tools into modern retail and
residential space.
1.8 The City desires to have the Subject Property redeveloped and repurposed as
proposed by the Developer because the City believes the Project shall eliminate the blight factors
found within the Subject Property while increasing the tax base for the City and taxing districts
authorized to levy taxes upon the Subject Property; provide job opportunities for its residents;
and, improve the general welfare of the community;and,therefore, is prepared to reimburse the
Developer for certain costs associated with the Project, subject to the terms of this Agreement,
the TIF Act and all other application law provided that the Developer, upon acquisition of the
Downtown Development , grants a perpetual non-exclusive easement to the City upon the
Downtown Development fronting the Fox River as legally described on Exhibit C and an
easement for the placement of art work as also described on Exhibit C (collectively, the
"Easements").
ARTICLE 2: DEVELOPER'S OBLIGATIONS
2.1 Within sixty (60)days from the date hereof,the Developer shall have acquired the
Subject Property and shall have submitted to the City all plans and applications for all permits
required to construct the Project to provide for three(3)new retail/commercial units on the ground
floor, to construct two (2) dwelling units on the second floor and to renovate the basement as
required for its intended use.
2.2 Within sixty(60)days from the date hereof,the Developer shall submit to the City
proof of financing and equity contribution, if required, in an amount sufficient to cover the
estimated budget for the Project as itemized on Exhibit D attached hereto (the"Project Costs").
2.3 Within one hundred twenty (120) days from the date hereof, the Developer shall
have commenced construction of the Project.
2.4 Upon completion of the improvements to the ground floor, construction and
completion of two(2)dwelling units on the second floor and renovation of the basement area,the
Developer shall submit to the City paid bills, invoices, receipts or any documentation which shall
demonstrate payment of all costs of the Project, including acquisition, in an amount equal or
greater than the total Project Costs as itemized on Exhibit D.
2.5 The Developer covenants and agrees to convey the Easements to the City no later
than December 31. 2023.
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2.6 The Developer covenants and agrees to construct the Project and thereafter
maintain the Subject Property in accordance with all applicable City Codes.
2.7 The Developer covenants and agrees not to contest the real estate assessment of the
Subject Property at any time during the term of this Agreement.
2.8 The Developer covenants and agrees to pay all fees, fines, licenses, taxes of any
due to the City or assessed upon the Subject Property during the term of this Agreement.
ARTICLE 3: CITY OBLIGATIONS
3.1 The City hereby agrees to waive building permit fees in an estimated amount of
$11,179, as shown on the attached Exhibit E, and generally described as:
1) 50%of the fees for the commercial renovation of the basement,Unit 105,and Unit 101
2) 50% of the fees for the commercial plan review of the basement, Unit 105, and Unit
101
3) 100% of the fees for the building permit, water connection fee, water meter cost, city
sewer connection fee, water and sewer inspection fee, and public walks and driveway
inspection fee for the larger dwelling unit identified as the penthouse apartment on
Exhibit B.
3.2 The City has established a special tax allocation fund solely for the Project Area
(the"STAF")into which the City shall deposit all Incremental Taxes,as defined below,generated
from the Project Area.
3.3 Upon satisfaction of all of the Developer's obligation as set forth in Sections 2.1,
2.2, 2.3, 2.4, and 2.5 and so long as no notice of default has been issued and remains outstanding
pursuant to article 5 hereof, on December 1 or ten (10) days following the date upon which the
City receives Incremental Taxes from the final installment of real estate taxes for each year during
the term of this Agreement, shall first be used to pay any obligations to the School District as
mandated by the TIF Act; thereafter, seventy-five percent (75%) of the Incremental Taxes with
respect to the Subject Property shall be transferred and deposited into the Williams Subaccount of
the STAF (which Subaccount shall be automatically created by the ordinance approving this
Agreement) and annually shall be used to reimburse the Developer for Redevelopment Project
Costs as hereinafter defined until the first to occur: (i)payment of the lesser of twenty-five percent
(25%) of the total actual costs of the Project,or, $398,912; or, (ii)December 31, 2030.
3.4 As used in this Agreement, "Incremental Taxes" shall mean the amount in the
STAF equal to the amount of a valorem taxes, if any, paid in respect of the Project Area and its
improvements which is attributable to the increase in the equalized assessed value of all the parcels
of property located herein over the initial equalized assessed value of said parcels.
3.5 For purposes in 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.
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ARTICLE 4. REPRESENTATIONS,WARRANTIES,AND COVENANTS
4.1 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 Property;
(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
4.2 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 5: ENFORCEMENT AND REMEDIES
5.1 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, subject to the cure provisions provided in 5.2 hereof. 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.
5.2 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 5, 30 days after notice of any breach delivered in accordance
with Section 8.10 to correct the same prior to the non-breaching party's pursuit of any remedy
provided for in Section 5.4 and 5.7;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 5.2, then, except
as specifically provided otherwise in the following sections of this Article 5 and in addition to any
and all other remedies that may be available either in law or equity,the party affected by the default
shall have the right (but not the obligation) to take any action as in its discretion and judgment
5
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.
5.3 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.
5.4 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 5.1, 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
Agreement. Subject to the cure provisions in paragraph 5.2 of this
Agreement.
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(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 5.2 of this Agreement.
5.5 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.
5.6 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
considered an event of default hereunder for so long as the City continues to
diligently pursue its cure.
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5.7 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 5.1, 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 Attorney's fees incurred in
enforcing claim under this Agreement as the prevailing party.
ARTICLE 6: GENERAL PROVISIONS
6.1 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.
6.2 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,
claims that are made against the City that relate to one or more of the City's
representations, warranties, or covenants under Article 4 and claims that the City,
8
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.
6.6 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.
6.7 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 7. TERM
Term. This Agreement shall be in full force and effect upon its execution by the parties
and terminate upon the first to occur: (i) the payment to the Developer the lessor of twenty-five
percent(25%)of the total cost of the Project; or, $398,912; or, (ii)December 31, 2030.
ARTICLE 8. NOTICES
8.1 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:
The Williams Group, LLC
1905 Marketview Drive
Suite 255
Yorkville, Illinois 60560
Attn: Edward L. Williams
Notices and communications to the City shall be addressed to and delivered at these addresses:
With a copy to:
United City of Yorkville Kathleen Field On
800 Game Farm Road Kathleen Field On&Associates
Yorkville, Illinois 60560 2024 Hickory Road, Suite 205
Attn: City Administrator 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 9. IN GENERAL
9.1 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.
9.2 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.
9.3 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.
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9.4 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.
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 r ville Attest:
By:
ayor Cit Jerk
Date: Vebruct rti 10 , 2022
The Williams Group,LLC
By:
is anager
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Exhibit A
Legal Description
COMMON ADDRESS PERMANENT INDEX NUMBER(PIN)
101 South Bridge Street 02-32-279-006
109 South Bridge Street 02-32-279-009
111 South Bridge Street 02-32-279-008
111 West Hydraulic Avenue 02-32-279-005 and 02-32-279-004
119 West Hydraulic Avenue 02-32-279-003 and 02-32-279-001
201 West Hydraulic Avenue 02-32-278-008
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Exhibit B
Easements
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Exhibit C
Estimated Project Costs
Property Name: "Investor Tools" Building
101 S Bridge St
Acqusition Costs $ 1,200,000
General Renovation Costs $ 205,808
Sprinkler/Fire Alarm System Costs $ 129,000
Architectural/Engineering Costs $ 9,200
Signage Costs $ 1,000.
Outdoor Lighting Costs $ 1,500
Landscaping Costs $ 3,000
Permits $ 22,237
Legal Costs $ 5,000
Interest Costs $ 29,841
Total $ 1,606,586.00
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