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Ordinance 2022-36UNITED CITY OF YORKVILLE KENDALL COUNTY, ILLINOIS ORDINANCE NO.2022-36 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 131 day of September, 2022 Published in pamphlet form by the authority of the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois on September 29, 2022. Ordinance No. 2022-36 AN ORDINANCE APPROVING A REDEVELOPMENT AGREEMENT BY AND BETWEEN THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS AND THE WILLIAMS GROUP, LLC 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 I I I 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 "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 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 Property), and adopted tax increment financing for the payment and financing of "Redevelopment Ordinance No. 2022-36 Page 1 Project Costs", as defined by the TIF Act, incurred within the Project Area as authorized by the TIF Act; and, WHEREAS, on February 8, 2022, the Williams Group, LLC, an Illinois limited liability company (the "Developer") entered into a Redevelopment Agreement with the City ("Agreement 41) providing for the acquisition of several parcels of property located within the Project Area and the redevelopment of the property commonly known as 101 South Bridge Street to provide two (2) retail units on the first floor and two (2) dwelling units with two (2) bedrooms each on the second floor ("Project #1). The City agreed to provide financial assistance for Project #1 as permitted by the TIF Act pursuant to the terms and conditions of Agreement #1, the construction of which has now been completed; and, WHEREAS, the Developer has now submitted a proposal to the City to redevelop the property commonly known as 101 West Hydraulic (previously, 101 South Bridge Street) (the "Subject Property") which is improved with a vacant 3,250 square foot structure which the Developer proposes to repurpose into a brewery to sell craft beer the "Project 2"); and, WHEREAS, the Developer has again advised the City that the acquisition and the redevelopment of the Subject Property shall require an investment of approximately $270,000 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 #2 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 Ordinance No. 2022-36 Page 2 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: C. 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, Kendall County, Illinois and The Williams Group, LLC and in the form attached hereto and presented to this meeting is hereby approved and the Mayor and City Clerk are 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 13th day of September, A.D. 2022. CI 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 Ordinance No. 2022-36 Page 3 APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois this Z.Z•"�day of Sens , A.D. 2022. Attest: VWr i IT CLERK Ordinance No. 2022-36 Page 4 REDEVELOPMENT AGREEMENT BY AND BETWEEN THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS AND THE WILLIAMS GROUP, LLC THIS REDEVELOPMENT AGREEMENT ("Agreement #2") is entered into as of the h day of 2 Mbcr , 2022 ("Effective Date") by and between the United City of Yorkville, Kendall County, Illinois, 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 West Hydraulic (previously, 101 South Bridge Street), 109 and I I I 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. 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 "TIFAct"), 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 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 On February 8, 2022, the Developer entered into a Redevelopment Agreement with the City ("Agreement 91) providing for the acquisition of several parcels of property located within the Project Area and the redevelopment of the property commonly known as 101 South Bridge Street to provide two (2) retail units on the first floor and two (2) dwelling units with two (2) bedrooms each on the second floor ("Project #1). The City agreed to provide financial assistance as permitted by the TIF Act pursuant to the terms and conditions of Agreement #1. The City and the Developer agree that the construction of Project #1 has been completed. 1.7 The Developer has now submitted a proposal to the City to redevelop the property commonly known as 101 West Hydraulic (previously, 101 South Bridge Street) (the "Subject Property") which is improved with a vacant 3,250 square foot structure. The Developer proposes to repurpose the vacant structure into a brewery to sell craft beer the "Project 2"). 1.8 The Developer has advised the City that the redevelopment of the Subject Property shall require an investment of approximately $270,000 and that it is not economically feasible to proceed without financial assistance due to the extraordinary costs to renovate and repurpose the structure into a craft brewery. 1.9 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 applicable laws of the City and State of Illinois. ARTICLE 2: DEVELOPER'S OBLIGATIONS 2.1 Within sixty (60) days from the date hereof, the Developer shall have submitted to the City all plans for the Project 42 and applications for all permits required to redevelop the Subject Property. 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 42 as itemized on Exhibit A attached hereto (the "Project #2 Costs"). 2.3 Within one hundred twenty (120) days from the date hereof, the Developer shall have commenced construction of Project #2 and have completed construction and received a certificate of occupancy for the Subject Property before January 1, 2024. 2.4 Within thirty (30) days of receipt of a certificate of occupancy for the Subject Property, the Developer shall submit to the City all paid bills, invoices, receipts or any documentation which shall demonstrate payment of all costs of Project #2, in an amount equal or greater than the total Project #2 Costs as itemized on Exhibit A. 2.5 The Developer shall deliver to the City a lease from the operator of the craft brewery for the Subject Property for a term of no less than five (5) years. 2.6 The Developer covenants and agrees to construct the Project in accordance with all ordinances of the City, laws of the State of Illinois and all permits and the terms of this Agreement 42 and thereafter maintain the Subject Property. 2 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 reduce the Developer's costs for plan review, building permits and one (1) water connection in an amount equal to fifty percent (50%) of the City's fees for such services. 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 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 2022 and each year during the term of this Agreement, seventy-five percent (75%) of the Incremental Taxes with respect to the Subject Property shall be transferred and deposited into the Williams Subaccount 42 of the STAF (which Subaccount 42 shall be automatically created by the ordinance approving this Agreement 92) and annually first applied to all amounts due to the Developer pursuant to the terms and conditions of Agree # 1 and thereafter shall be annually used to reimburse the Developer for Project #2 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 $67,500; or, (ii) December 31, 2030. 3.4 As used in this Agreement #2, "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 #2, 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. 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 Q. 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 #2 by Developer, the consummation of the transactions contemplated hereby, and the fulfillment of or compliance with the terms and conditions of this Agreement 42 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 42 shall be subject to all enforcement and cure provisions provided in Article 7 in this Agreement 42. (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 Cit 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: (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 #2. (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 #2 shall not conflict with or result in a violation or breach of the terms 4 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 Project #2. (ii) The ability of the City to perform its obligations under this Agreement #2. ARTICLE 5: ENFORCEMENT AND REMEDIES 5.1 Enforcement: Remedies. The parties may enforce or compel the performance of this Agreement #2, 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 #2. 5.2 Notice; Cure; Self -Help. In the event of a breach of this Agreement #2, 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 #2, 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 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 #2: (a) If any material representation made by Developer in this Agreement #2, 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 #2 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 #2, 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 #2. Subject to the cure provisions in paragraph 5.2 of this Agreement #2. (b) In case the City shall have proceeded to enforce its rights under this Agreement #2 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 #2. rZ 5.5 Indemnification by Developer: Agreement #2 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 #2. 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 #2; (ii) the City's default under the provisions of this Agreement #2; 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 #2 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 #2: (a) A default of any term, condition, or provision contained in any agreement or document relating to the Project (other than this Agreement #2), 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 #2 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. 5.7 Remedies for Default by City. Subject to the provisions of this Agreement #2, 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 #2; 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 7 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 #2 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 #2 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 Indemnit off 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 #2, 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, either pursuant to the terms of this Agreement 42 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 #2, 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 #2 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 #2 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 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 cop,�to: C 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: United City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 Attn: City Administrator With a copy to: Kathleen Field Orr 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 9. IN GENERAL 9.1 Amendments and Waiver. No modification, addition, deletion, revision, alteration, or other change to this Agreement #2 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 #2 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 #2 shall be deemed or construed as a waiver of any other term or condition of this Agreement #2, 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 #2. 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 #2 shall constitute the entire agreement of the Parties; all prior agreements between the Parties, whether written or oral, are merged into this Agreement #2 and shall be of no force and effect. 9.4 Counterparts. This Agreement #2 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. 10 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 Yor mile By: Mayor Date: 2 2 , 2022 The Williams Group, LLC By. ' Its Manager 11 Exhibit A Estimated Project Costs 12 \VII_I_It\i\1I'll, ( "ROI JP Proposed Budget Fox Republic Brewing Construction Costs Architect + Engineering $15,000 PermitslFees �1i2 Off per the TIF Agreement) S5,000 Demo S2,500 Plumbing Rough $37,500 Plumbing Finish S7,250 Electrical Rough $32,000 Electrical Finish $11,000 HVAC $32,000 Carpentry - Framing $39,000 Carpentry - Interior Trim and Doors S7,750 Masonry - Prep for New Doors $17,500 Garage Door S6,500 Glass Entry Doors $16,000 Drywall $12,000 Painting (Interior and Exterior) $13,700 Concrete (Interior and Exterior) $14,000 Concrete Floor Refinishing $10,500 Exterior signage S5,000 Total $269,200 4