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Ordinance 2009-36 i Ordinance No. 2009- ORDINANCE APPROVING A REDEVELOPMENT AGREEMENT FOR THE DOWNTOWN REDEVELOPMENT PROJECT AREA (BRIDGE STREET DEVELOPMENT) WHEREAS, by Ordinance No. 2006 -46 adopted by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois (the "Corporate Authorities ") on June 13, 2006, a Redevelopment Project and Plan for Downtown Yorkville (hereinafter the "Redevelopment Plan ") was approved, which project and plan covered some of the oldest I properties of the City which constitute a significant portion of the City's historic Downtown; and, WHEREAS, by Ordinance No. 2006 -47 and 2006 -48 adopted by the Corporate Authorities on June 13, 2006, the City designated approximately 200 acres containing 114 buildings as a "redevelopment project area" ( "Yorlwille Downtown Redevelopment Project Area ") and adopted tax increment financing pursuant to the Tax Increment Allocation Redevelopment Act (65 ILCS 5/11- 74.4 -1 et seq.) (hereinafter referred to as the "Act "); and, WHEREAS, the City received a proposal from Bridge Street Plaza, Inc. and Bridge Street Plaza, II, LLC (the "Developers "), for the redevelopment of property within the Yorkville Downtown Redevelopment Project Area located at 109 -111 and 101 to 105 Bridge Street; and, WHEREAS, the Developers have demonstrated to the City that this proposal shall require extraordinary costs to accomplish the development including demolition of the existing buildings and construction of parking facilities, and, but for financial assistance from the City, the development is not economically viable; and, WHEREAS, in order to induce the Developer to proceed with the proposal, the I Corporate Authorities have determined that it is in the best interest of the City and the health, safety, morals and welfare of the residents of the City for the City to provide financial assistance to the Developer as set forth in the Redevelopment Agreement for the Downtown Yorkville Redevelopment Project Area attached hereto and made a part hereof, because the development by the Developers is in the best interests of the City and the health, safety and welfare of its residents and taxpayers; because the development, when completed, shall provide job opportunities for the residents of the City; enhance the tax base of the City and other taxing districts; and, add to its overall prosperity. NOW, THEREFORE, BE IT ORDAINED by the Mayor and City Council of the United City of Yorkville, Kendall County, Illinois, that the Redevelopment Agreement for the Downtown Redevelopment Project Area as presented to this meeting and attached to this Ordinance, is hereby approved and the Mayor and City Clerk are hereby authorized to execute and deliver said Agreement and undertake all actions as may be required to implement its terms. ADOPTED this day of 5 2009. i ROBYN SUTCLIFF DIANE TEELING GARY GOLINSKI ARDEN JOE PLOCHER WALTER WERDERICH � MARTY MUNNS ROSE ANN SPEARS VIN GEORGE GILSON, JR. APPROVED: I Mayor Attest: C e 2 I REDEVELOPMENT AGREEMENT FOR THE DOWNTOWN YORKVILLE REDEVELOPMENT PROJECT AREA THIS AGREEMENT dated as of the day of July, 2009, by and among the United City of Yorkville, Kendall County, Illinois, a municipal corporation (hereafter the "City ") and Bridge Street Plaza, Inc., an Illinois corporation and Bridge Street Plaza II, LLC (hereafter the "Developers "), collectively referred to herein as "Parties ". WITNESSETH: WHEREAS, by Ordinance No. 2006 -46 adopted by the Mayor and City Council of the City (the "Corporate Authorities ") on June 13, 2006, a Redevelopment Project and Plan for Downtown Yorkville (hereinafter the "Redevelopment Plan ") was approved, which project and plan covered some of the oldest properties of the City which constitute a significant portion of the City's historic Downtown; and, WHEREAS, by Ordinance No. 2006 -47 and No. 2006 -48 adopted by the Corporate Authorities on June 13, 2006, the City designated approximately 200 acres containing 114 buildings as a "redevelopment project area" ( "Yorkville Downtown Redevelopment Project Area ") and adopted tax increment financing pursuant to the Tax Increment Allocation Redevelopment Act (65 ILCS 5/11- 74.4 -1 et seq.) (hereinafter referred to as the "Act "); and, WHEREAS, pursuant to the TIF Act, the Corporate Authorities are empowered to undertake the development and redevelopment of a designated area within its municipal limits in which existing conditions permit such area to be classified as a "conservation area" as defined in Section 11.74.4.4 -3(a) of the Act as in the case of the Yorkville Downtown Redevelopment Project Area; and, i j I WHEREAS, the Corporate Authorities have determined that the blighting factors which are readily observed in the Yorkville Downtown Redevelopment Project Area are detrimental to the public and impair redevelopment of this area of the City, with the result that it is necessary to incur extraordinary costs in order to see it redeveloped and revitalized. The blighting factors in the Yorkville Downtown Redevelopment Project Area will continue to impair growth and redevelopment but for the use of tax increment allocation financing to pay Redevelopment Project Costs (as defined in Section 3 of this Agreement) which necessarily must be incurred to implement a program of redevelopment; and, WHEREAS, pursuant to the Act and in furtherance of the Redevelopment Plan, the City desires to enter into a Redevelopment Agreement with the Developers who have jointly acquired certain property located at West Hydraulic Avenue and Bridge Street as depicted on Exhibit A attached hereto and identified by the parcel numbers listed thereon (the "Subject Property ") setting forth the following commitments on the part of the Developers (collectively the "Project "): (i) to undertake the immediate demolition of the existing structures located at 109- 111 Bridge Street (the "Demolition "); (ii) to permit the construction by the City of a parking area at the property located at 109 -111 Bridge Street and grant the City the license to use no less than 10 parking spaces for so long as said property is utilized as a parking facility; (iii) to redevelop the Subject Property in accordance with the timeline, terms and conditions as hereinafter set forth; I and, WHEREAS, in order to induce the Developers to undertake the development of the Project, the Corporate Authorities have determined that it is in the best interest of the City and the health, safety, morals and welfare of the residents of the City for the City to provide financial 2 assistance to the Developers as hereinafter set forth because the construction and completion of the Project pursuant to this Agreement by the Developers is in the best interests of the City and the health, safety and welfare of its residents and taxpayers; because the Project shall provide job opportunities for the residents of the City; because the Project, when completed by the Developers shall enhance the tax base of the City and other taxing districts; and, the Project shall add to the prosperity of the City; and, WHEREAS, the Developers warrant that without the financial assistance pursuant to the terms and conditions hereinafter set forth, the Developers would not proceed with the Project. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties agree as follows: Section 1. Incorporation. The representations and recitations set forth in the preambles hereto are material to this Redevelopment Agreement and are hereby incorporated into and made i a part of this Redevelopment Agreement as though fully set forth in this Section I and said representations and recitations constitute the understandings of the City and the Developers. Section 2. Conditions Precedent to the Obligations of the City. A. The Developers represent and warrant that the Developers have acquired fee simple title to the Subject Property and within thirty (30) days of the execution of this Agreement, shall submit a budget for the demolition of structures at 109 -111 Bridge Street (the "Budge(") demonstrating an immediate investment by the Developers of an amount in excess of $130,000.00. 3 B. Within thirty (30) days of execution of this Agreement, the Developers shall deliver to the City a commitment to pay an amount sufficient to undertake and complete the Demolition. C. On or before September 30, 2009, the Developers shall have exercised best efforts to obtain all required permits and approvals and have completed the Demolition in accordance with the approved permits and all applicable ordinances of the City and laws of the state. Failure to complete demolition by December 31, 2009 will result in ineligibility for reimbursement. D. The Developers shall restore the Demolition area by installing grass and any topsoil necessary for seed germination as part of and immediately following the Demolition i l activity. E. On or before December 31, 2014, the Developers covenant and agree to submit to the City, for its review and approval, a redevelopment plan for the Subject Property (the "Site 1 Plan "), which Site Plan, at a minimum, shall include the following: (i) redevelopment or demolition of the buildings located at 101 to 105 Bridge Street; (ii) development of the Subject Property including that portion commonly known as 101 to 105 Bridge Street either with redeveloped buildings or as a part of a new site plan due to the demolition of said buildings; (iii) provision of parking sufficient to serve the Subject Property as redeveloped; and (iv) an easement area sufficient to contain a ten foot (10') wide multi -use asphalt trail across the Subject Property connecting the City's planned multi -use trail near the vicinity of the intersection of Main Street and Hydraulic Street (southwest corner of Subject Property) to the City's planned multi -use trail along the Fox River at the I1. 47 right of way (northeast corner of Subject Property). In the event the Developers do not submit said Site Plan before December 31, 2014, and upon the approval of all Parties, not to be unreasonably withheld, the terms of this Agreement i 4 �I i shall be extended for a period of two (2) years. Said extension shall continue to be renewable with the approval of all Parties for the term of this Agreement. F. The Developers covenant and agree to develop the Subject Property in accordance with the approved Site Plan and use its best efforts to commence the construction thereof within twenty -four (24) calendar months after approval by the City of said Site Plan. Failure to commence construction within twenty -four (24) calendar months after approval by the City of said Site Plan will result in ineligibility for reimbursement. G. Upon the City's request and subject to funds being appropriated the Developers shall execute a License Agreement granting the City a license to construct a parking facility at the property located at 109 -111 Bridge Street (the "Parking Facility ") at the City's expense and granting the City the use of no less than 10 parking spaces at the Parking Facility for so long as this property is utilized as a parking area. Said License Agreement shall include a provision I requiring the City to construct said Parking Facility within three (3) years of this Agreement and that in the event the Developers use the Parking Facility for any other use or purpose the Developer shall provide an equivalent number of parking spaces in proximity to the Parking Facility or reimburse the City for construction costs of the Parking Facility allowing for reductions in said reimbursement amount proportionate to the age of the Parking Facility. Section 3. Undertakings on the Part of the City. Upon completion and satisfaction by the Developers of all of the actions hereinabove set forth, the City shall undertake the following: A. The City shall, subject to the limitations hereinafter set forth, reimburse the Developers for "Redevelopment Project Costs, ", not to exceed $140,000, as hereinafter defined and categorized on Exhibit B attached hereto, incurred by the Developers in connection with the 5 Demolition until the first to occur: termination of the benefits of the TIF Act as provided by law; or, (ii) receipt by the Developers of payment of the cost of the Demolition and such other eligible Redevelopment Project Costs as may hereinafter be approved as an amendment to this Agreement. B. For purposes of this Agreement, "Redevelopment Project Costs" shall mean and include all costs defined as "redevelopment project costs" in Section 11- 74.4 -3(q) of the TIF Act which are eligible for reimbursement under the TIF Act and itemized on Exhibit B, and not to exceed $140,000. So long as no notice of default is pending, pursuant to Section 18 hereof, or an event of a default of this Agreement has been declared and subject to the demolition of the structures located at 109 -111 Bridge Street prior to December 31, 2009, and subject to commencement of construction in accordance with the approved Site Plan within twenty -four (24) calendar months after approval by the City of said Site Plan, the City shall reimburse the Developers for Redevelopment Project Costs pursuant to this Agreement only from amounts on deposit from time to time in the Developers' Subaccount of the STAF, as defined below. Monies deposited from time to time in the Special Tax Allocation Fund of the City (the "Special Tax Allocation Fund" or the "STAF"), established by the City pursuant to Ordinance No. 2006 -48 will be used for the following purposes: (i) On October 1 of each year [or, if later, that date which is ten (10) days following the date upon which the City receives Incremental Taxes (as defined below) from the second installment of real estate taxes (the "STAFAIIocation Date ")], seventy - five percent (75 %) of the monies credited to the STAF with respect to the Subject Property during the period from the immediately preceding STAF Allocation Date to, but not including, the current STAF Allocation Date shall be transferred and deposited in the Developers Subaccount of the STAF (which Subaccount shall be automatically created by the ordinance approving this Agreement) and used solely to reimburse the Developers for Redevelopment Project Costs in accordance with this Agreement. i 6 (ii) Amounts in the Developers Subaccount of the STAF shall be used solely to reimburse the Developers for Redevelopment Project Costs in accordance with this Agreement. THE CITY'S OBLIGATIONS TO REIMBURSE THE DEVELOPERS UNDER THIS AGREEMENT IS A LIMITED OBLIGATION PAYABLE SOLELY FROM INCREMENTAL TAXES DEPOSITED IN THE DEVELOPERS' SUBACCOUNT OF THE STAF FROM TIME TO TIME AND SHALL NOT BE SECURED BY THE FULL FAITH AND CREDIT OF THE CITY. It is understood and agreed that reimbursement will be available to pay this limited obligation from the development of the Subject Property when developed as it is not believed that incremental taxes as hereinafter defined, will be generated from the Parking Facility. As used in this Agreement, "Incremental Tapes" shall mean the amount in the STAF equal to the amount of ad valorem taxes, if any, paid in respect of the Redevelopment Project Area and its improvements which is attributable to the increase in the equalized assessed value of the Subject Property and its improvements over the initial equalized assessed value of the Subject Property. Section 4. Procedures for and Application of Reimbursement to the Developers. A. The Developers have advanced all funds and all costs necessary to (i) acquire the Subject Property; and, (ii) undertake all other matters eligible for reimbursement pursuant to this Agreement in connection with the foregoing. B. To establish a right of reimbursement for a specific Redevelopment Project Cost under this Agreement, the Developers shall submit to the City a written statement in the form attached to this Agreement as Exhibit C (a "Request for Reimbursement ") setting forth the 7 i amount of reimbursement requested and the specific Redevelopment Project Costs for which reimbursement is sought. Each Request for Reimbursement shall be accompanied by such bills, contracts, invoices, lien waivers or other evidence as the City shall reasonably require to I evidence the right of the Developers to reimbursement under this Agreement. The City shall have thirty (30) days after receipt of any Request for Reimbursement from the Developers to recommend to the City Treasurer approval or disapproval of such Request and, if disapproved, to provide the Developers, in writing and in detail, an explanation as to why the City is not prepared to recommend such reimbursement. The only reasons for disapproval of any expenditure for which reimbursement is sought shall be that inadequate documentation has been provided to substantiate such expenditure; that it was not incurred and completed by the Developers in accordance with all applicable City Code requirements and the provisions of this Agreement, including without limitation, all approved permits; or, that all Redevelopment Project Costs have been paid to the Developers. The parties acknowledge that the determination of Redevelopment Project Costs and qualification for reimbursement under this Agreement are subject to the TIF Act, all amendments to the TIF Act both before and after the date of this Agreement, and all administrative rules and judicial interpretations rendered during the tern of this Agreement. The City has no obligation to the Developers to attempt to modify said rules or decisions but will cooperate with the Developers in obtaining approval of Redevelopment Project Costs. C. Reimbursement of Redevelopment Project Costs shall be made annually on each STAF Allocation Date (or, if later, the date which is ten (10) days following approval by the City of payment of such Redevelopment Project Costs); provided that reimbursement of 8 Redevelopment Project Costs shall only be made to the extent money is available therefore in the Developers' Subaccount of the STAF. To the extent money in the Developers' Subaccount is insufficient to reimburse the Developers for Redevelopment Project Costs, such Request for Reimbursement shall be held for payment on the following STAF Allocation Date. Section 5. Undertakings on the Part o0evelopers. A. The Developers hereby covenant and agree to promptly pay, as the same become due, any and all taxes and governmental charges of any kind that may at any time be assessed with regard to its operation including all real estate taxes assessed against the Subject Property or any other location in the City owned or controlled by the Developers. B. The Developers shall indemnify and hold harmless the City, its agents, officers and employees against all injuries, deaths, losses, damages, claims, suits, liabilities, judgments, costs and expenses (including any liabilities, judgments, costs and expenses and reasonable attorney's fees) which may arise directly or indirectly from any third -party claims made against the City as a result of the failure of the Developers or any contractor, subcontractor or agent or employee thereof (so long as such contractor, subcontractor or agent or employee thereof is hired by the Developers) to timely pay any contractor, subcontractor, laborer or materialmen; from any default or breach of the terns of this Agreement by the Developers; or from any negligence or reckless or willful misconduct of the Developers or any contractor, subcontractor or agent or employee thereof (so long as such contractor, subcontractor or agent or employee is hired by the Developers). The Developers shall, at its own cost and expense, appear, defend and pay all charges of attorneys, costs and other expenses arising therefrom or incurred in connection therewith. If any judgment shall be rendered against the City, its agents, officers, officials or 9 I employees in any such action, the Developers shall, at its own expense, satisfy and discharge the same. The paragraph shall not apply, and the Developers shall have no obligation whatsoever, with respect to any acts of negligence or reckless or willful misconduct on the part of the City or any of its officers, agents, employees or contractors. i Section 6. Term. Unless earlier terminated pursuant to Section 18, the term of this Redevelopment Agreement shall commence on the date of execution and end December 31, 2029 (the "Termination Date "). Section 7. Verification of Tax Increment. Upon request by the City, the Developers shall use its best efforts to cooperate with the City in obtaining certified copies of its real estate I tax bills payable in 2009, and paid in each subsequent year during the term of this i Redevelopment Agreement. Section 8. No Liability of City for Others for Developers's Expenses. The City shall have no obligation to pay costs of the Project or to make any payments to any person other than the Developers, nor shall the City be obligated to pay any contractor, subcontractor, mechanic, or materialman providing services or materials to the Developers for the development of the Proj ect. Section 9. Time; Force Majeure. Time is of the essence of this Redevelopment Agreement, provided, however, a party shall not be deemed in material breach of this Redevelopment Agreement with respect to any obligations of this Redevelopment 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 10 I I and regulations, condemnations, riots, insurrections, acts of terrorism, war, fuel shortages, accidents, casualties, floods, earthquakes, fires, acts of God, epidemics, quarantine restrictions, freight embargoes, acts caused directly or indirectly by the other party (or the other party's agents, employees or invitees) or similar causes beyond the reasonable control of such party ( "Force Majeure"). If one of the foregoing events 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. Section 10. Assignment. This Redevelopment Agreement may not be assigned by the Developers without the prior written consent of the City, which consent shall not be unreasonably withheld. Section 11. Waiver. Any party to this Redevelopment Agreement may elect to waive any remedy it may enjoy hereunder, provided that no such waiver shall be deemed to exist unless the party waiving such right or remedy does so in writing. No such waiver shall obligate such party to waive any right or remedy hereunder, or shall be deemed to constitute a waiver of other rights and remedies provided said party pursuant to this Redevelopment Agreement. Section 12. Severability. If any section, subsection, terns or provision of this Redevelopment Agreement or the application thereof to any party or circumstance shall, to any extent, be invalid or unenforceable, the remainder of said section, subsection, term or provision i 11 of this Redevelopment Agreement or the application of same to parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. Section 13. Notices. All notices, demands, requests, consents, approvals or other instruments required or pennitted by this Redevelopment Agreement shall be in writing and shall be executed by the party or an officer, agent or attorney of the party, and shall be deemed to have been effective as of the date of actual delivery, if delivered personally, or as of the third (3' day from and including the date of posting, if mailed by registered or certified mail, return receipt requested, with postage prepaid, addressed as follows: To the Developers: Bridge Street Plaza, Inc. 100 Bridge Street Yorkville, Illinois 60560 Bridge Street Plaza Il, LLC 100 Bridge Street Yorkville, Illinois 60560 I To the City: United City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 Attention: City Administrator With a copy to: Kathleen Field Orr Kathleen Field Orr & Associates 180 North Michigan Avenue, Suite 1040 Chicago, Illinois 60601 Section 14. Successors in Interest. This Redevelopment Agreement shall be binding upon and inure to the benefit of the parties to this Redevelopment Agreement and their respective successors and assigns. 12 �I Section 15. No Joint Venture, Agency or Partnership Created. Neither anything in this Redevelopment Agreement nor any acts of the parties to this Redevelopment Agreement shall be construed by the parties or any third person to create the relationship of a partnership, agency, or joint venture between or among such parties. Section 16. Warranties and Covenants of the Developers. A. The Developers hereby covenant and agree to maintain good standing as an Illinois corporation and an Illinois limited liability company throughout the term of this Redevelopment Agreement. B. The Developers hereby covenant and agree to promptly pay, as the same become due, any and all taxes and govermnental charges of any kind that may at any time be lawfully assessed including all real estate taxes assessed against the Subject Property or any other location in the City owned or controlled by the Developers. C. The Developers covenant and agree that at all times it shall comply with all applicable zoning ordinances and regulations, building code, fire code and all other City ordinances, resolutions and regulations. D. The Developers hereby covenant and agree to comply with all applicable laws, rules and regulations of the State of Illinois, the United States and all agencies of each of them having jurisdiction over it. Section 17. No Discrimination — Construction. The Developers for themselves and their successors and assigns agree that in the construction of the improvements at the Subject Property provided for in this Redevelopment Agreement the Developers shall not discriminate p Yp p g p against any employee or applicant for employment because of race, color, religion, gender or 13 national origin. The Developers shall take affirmative action to require that applicants are employed and that employees are treated during employment, without regard to their race, creed, color, religion, gender or national origin. Such action shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment or recruitment advertising and solicitations or advertisements for employees; layoff or tennination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Developers agree to post in conspicuous places, available to employees and applicants for employment, notices, which may be provided by the City, setting forth the provisions of this nondiscrimination clause. I Section 18. Remedies —Liability. � A. If, in the City's judgment, the Developers are in material default of this Redevelopment Agreement, the City shall provide the Developers with a written statement indicating in adequate detail any failure on the Developers' part to fulfill its obligations under this Redevelopment Agreement. Except as required to protect against further damages, the City may not exercise any remedies against the Developers in connection with such failure until thirty (30) days after giving such notice. If such default cannot be cured within such thirty (30) day period, such thirty (30) day period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the Developers diligently proceed with such cure; if such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Redevelopment Agreement. A default not cured as provided above shall constitute a breach of this Redevelopment Agreement. An failure or delay b the City in asserting any of P in' Y Y Y Y its rights or remedies as to any default or alleged default or breach shall not operate as a waiver 14 of any such default or breach of any rights or remedies it may have as a result of such default or breach. B. If the Developers materially fail to fulfill their obligations under this Redevelopment Agreement after notice is given by the City and any cure periods described in paragraph (a) above have expired, the City may elect to terminate this Redevelopment Agreement or exercise any right or remedy it may have at law or in equity, including the right to specifically enforce the terms and conditions of this Redevelopment Agreement. If any i voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare either of the Developers insolvent or unable to pay the Developers' debts, or the Developers make an assignment for the benefit of its creditors, or a trustee or receiver is appointed for either one of the Developers or for the major part of the Developers' property, the City may elect, to the extent such election is permitted by law and is not unenforceable under applicable federal bankruptcy laws, but is not required, with or without notice of such election and with or without entry or i other action by the City, to forthwith terminate this Redevelopment Agreement under this Section, the City's sole obligation shall be to record, in the office of the Kendall County Recorder, a Certificate of Default, executed by the Mayor of the City or such other person as shall be designated by the City, stating that this Redevelopment Agreement is terminated pursuant to the provisions of this Section, in which event this Redevelopment Agreement by virtue of the recording of such certificate, shall ipso facto automatically become null and void and of no further force and effect. C. If, in the Developers' judgment, the City is in material default of this i Redevelopment Agreement, the Developers shall provide the City with a written statement 15 indicating in adequate detail any failure on the City's part to fulfill its obligations under this Redevelopment Agreement. The Developers may not exercise any remedies against the City in connection with such failure until thirty (30) days after giving such notice. If by its nature such default cannot reasonably be cured within such thirty (30) day period, such thirty (30) day period shall be extended for such time as is reasonably necessary for the curing of the same, so long as the City diligently proceeds with such cure; if such default is cured within such extended period, the default shall not be deemed to constitute a breach of this Redevelopment Agreement. A default not cured as provided above shall constitute a breach of this Redevelopment Agreement. Any failure or delay by the Developers in asserting any of their rights or remedies as to any default or any alleged default or breach shall not operate as a waiver of any such default or breach of shall not operate as a waiver of any such default or breach of any rights or remedies it may have as a result of such default or breach. D. In addition to any other rights or remedies, a party may institute legal action against the other party to cure, correct or remedy any default, or to obtain any other remedy consistent with the purpose of this Redevelopment Agreement, either at law or in equity, including, but not limited to the equitable remedy of an action for specific performance; i I provided, however, no recourse under or upon any obligation contained herein or for any claim based thereon shall be had against the City, its officers, agents, attorneys, representatives or employees in any amount or in excess of any specific sum agreed to be paid by the City 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 any specific sums agreed by the City to be paid hereunder and any such claim is hereby 16 expressly waived and released as a condition of and as consideration for the execution of this Redevelopment Agreement by the City. Notwithstanding the foregoing, in the event either party shall institute legal action against the other party because of a breach of any Redevelopment Agreement or obligation contained in this Redevelopment Agreement, the prevailing party shall be entitled to recover all costs and expenses, including reasonable attorneys' fees, incurred in connection with such action. E. The rights and remedies of the parties are cumulative and the exercise by a party of one or more of such rights or remedies shall not preclude the exercise by it, at the same time or different times, of any other rights or remedies for the same default or for any other default by the other party. Section 19. Amendment. This Redevelopment Agreement, and any exhibits attached to this Redevelopment Agreement, may be amended only in a writing signed by all the parties with the adoption of any ordinance or resolution of the City approving said amendment, as provided by law, and by execution of said amendment by the parties or their successors in interest. Except as otherwise expressly provided herein, this Redevelopment Agreement supersedes all prior Redevelopment Agreements, negotiations and discussions relative to the subject matter hereof. I Section 20. Counterparts. This Redevelopment Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties hereto have caused this Redevelopment Agreement to be executed by their duly authorized officers on the above date at Yorkville, Illinois. United City of Yorkville, an Illinois 17 municipal corporation By: fo Mayor Attest: Bridge Street Plaza, Inc. By: President i Attest: Secretary Bridge Street Plaza, II, LLC By: -�Lm l Yv tiveSiaQ Attest: Secretary I 18 t�Y4 1 IT Bridge Street Plaza Property g p Y 13 Subject Property Demolition Area `- M o 0 0 O N N 1 1 N ' ' ' M � N N h M M O o r N C C ^ o o T N C� M V Cy N N 0 47 — O M N o c 111 02 32 -2 9 -007 I w Hydrauuc -Ave 02- 2- 279 -008 E V Q° -�-- 202 t 209 � 211 212 1 213 214 215 220 r United C! Of Yorkville GIS The Data Is provided without warranty or any representation of w City accuracy, timeliness, or completeness. It Is the responsibility of the Parcel Data and Aerial Photography "Requester' to determine accuracy, timeliness, completeness, and wE Provided By Kendall County GIS appropriateness or its use. The United City of Yorkville makes no warranties, expressed or implied, to the use of the Data, a Exhibit B Eligible Redevelopment Project Costs i 1. Costs associated with the demolition of buildings 2. Costs associated the clearing and grading of demolition area 3. Costs associated with any environmental clean up of demolition area Note: The maximum amount reimbursable is $140,000 I i 20 Exhibit C REQUEST FOR REIMBURSEMENT City of Yorkville Yorkville, Illinois 61490 -9999 Re: Redevelopment Agreement for the Downtown Yorkville Redevelopment Project Area dated , by and among the City of Yorkville, an Illinois municipal corporation, and Bridge Street Plaza, an Illinois corporation and Bridge Street Plaza Il, LLC (collectively the "Developers ") Dear Sir: You are requested to approve the disbursement of funds from the Sub - Account established by the City of Yorkville pursuant to the Agreement described above in the amount(s), to the person(s) and for the purpose(s) set forth in this Request for Reimbursement. I . Request for Reimbursement No.: - 2. Payment Due to: 3. Amount to be Disbursed: 4. The amount requested to be disbursed pursuant to this Request for Reimbursement will be used to pay Redevelopment Project Costs as defined in the Agreement and as listed on the Schedule to this Request for Reimbursement. 5. The undersigned certifies that: (i) the amounts included in 3 above were made or incurred or financed and were necessary for the project and were made or incurred in accordance with the construction contracts, plans and specifications heretofore in effect; (ii) the amounts paid or to be paid, as set forth in this Request for Reimbursement, represents a part of the funds due and payable for Redevelopment Project Costs; (iii) the expenditures for which amounts are requisitioned represent proper Redevelopment Project Costs identified in the Agreement, have not been included in any previous Request for Reimbursement, have been properly recorded on the Developers' books and are set forth on the attached Schedule, with paid invoices attached for all sums for which reimbursement is requested; (iv) the moneys requisitioned are not greater than those necessary to meet obligations due and payable or to reimburse the Developers for his funds actually advanced for Redevelopment Project Costs; (v) the amount of Redevelopment Project Costs to be reimbursed in accordance with this Request for Reimbursement, together with all amounts reimbursed to the Developers pursuant to the Agreement, is not in excess of the items listed on Exhibit B; (vi) the Developers is not in default under the Agreement and nothing has occurred to the knowledge of the Developers that would prevent the performance of its obligations under the Agreement. 6. Attached to this Request for Reimbursement is Schedule # , together with copies of invoices or bills of sale and Mechanic's Lien Waivers covering all items for which reimbursement is being requested. Bridge Street Plaza, Inc., an Illinois corporation Date: By: Bridge Street Plaza, Il, an Illinois corporation Date: By: APPROVED: City of Yorkville, an Illinois municipal corporation i 21 I