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Ordinance 2008-073 STATE OF ILLINOIS ) ) ss. COUNTY OF KENDALL ) Ordinance No. 2008- 13 ORDINANCE APPROVING THE REDEVELOPMENT AGREEMENT FOR THE COUNTRYSIDE CENTER, YORKVILLE, ILLINOIS WHEREAS, by Ordinance No. 2005 -10A adopted by the Mayor and City Council of the City (the "Corporate Authorities ") on February 8, 2005, a Tax Increment Financing Redevelopment Project and Plan for the US Route 34 and Illinois Route 47 (Countryside Shopping Center) (hereinafter the "Redevelopment Plan ") was approved, which Redevelopment Plan covered an area of approximately 20 acres legally described therein, as of said date being improved as a commercial shopping center with approximately 158,000 square feet of retail space on approximately 18 acres of land owned by the Developer plus approximately two acres of adjacent right of way within State Route 47 (the "Center "); and, WHEREAS, by Ordinance No. 2005 -10B and No. 2005 -10C adopted by the Corporate Authorities on February 15, 2005, the City designated the Center as a "redevelopment project area" and adopted tax increment financing pursuant to the Tax Increment Allocation Redevelopment Act (65 ILCS 5/11 -4.4 -1 a seq.) (hereinafter referred to as the "Act'); and, WHEREAS, pursuant to the Act, the City entered into a Redevelopment Agreement with the Developer which Redevelopment Agreement provided for the redevelopment of the Center, including, at a minimum, the demolition of the existing structures, reconfiguration of the Center and adjoining roadways, and construction of no less than 80,000 square feet of retail space; and, WHEREAS, in order to induce the Developer to proceed with the Development, the City issued tax exempt alternative revenue bonds in an amount which provided net proceeds of Three Million Dollars ($3,000,000) after funding for capitalized interest and payment of all bond issuance costs, which net proceeds were to be available to assist with the redevelopment of the Center (the "Bond Proceeds "); and, WHEREAS, as further inducement to the Developer, the City was also prepared to reimburse the Developer for additional redevelopment costs through the issuance of a note payable to the order of T -L in accordance with the terms and conditions as set forth in said Redevelopment Agreement; and, WHEREAS, the Developer undertook the demolition of existing structures and received $500,000 of the Bond Proceeds from the City, however, despite the best efforts of the Developer, the redevelopment of the Center in accordance with the approved concept plan did not proceed and it became apparent that a new concept for development would be required in order to attract viable retail businesses; and, WHEREAS, the Developer has presented a new concept plan for a "town center" to include a retail project of one story specialty retail shops, full and limited service dining establishments; entertainment and hospitality uses; with pedestrian walkways; extensive plantings; and, resting areas; and, WHEREAS, the new concept plan includes incorporation of green roof elements, use of low volatile organic compound materials, insulation which meets or exceeds energy codes and the use energy management systems; and, WHEREAS, in order to proceed, in addition to incentives granted in 2005, the Developer has requested designation of the Center as a "business District" under the Business District Development and Redevelopment Act (65 ILCS 5/11 -74.3 et seq.) and the issuance of bonds as permitted by the Act, all as set forth in the Redevelopment Agreement as presented to this City Council; and, WHEREAS, the City recognizes that the development of the Center is of vital importance to the City given its strategic location near the intersection of two primary commercial corridors of the City and therefore is prepared to utilize the economic incentives available pursuant to the Act, the Economic Incentive Act and the Business District Act, in order to induce the Developer to incur extraordinary costs to create an outdoor lifestyle center as its town center, including a mix of full and limited service dining and specialty retailers within a unique pedestrian environment. 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 Countryside Center, Yorkville, Illinois, by and between the United City of Yorkville, a municipal corporation, and T -L Countryside, LLC, a Delaware limited liability company, as presented to this meeting is hereby approved and the Mayor and the City Clerk are hereby authorized to execute and deliver said Agreement and undertake any and all actions necessary to implement or cause the implementation of all provisions contained therein Passed by the City Council of the United City of Yorkville, Kendall County, Illinois, this 12 day of August, 2008. I � ROBYN SUTCLIFF IL P. JOSEPH BESCO ARDEN JOE PLOCHER WALLY WERDERICH LAG GARY GOLINSKI MARTY MUNNS ROSE SPEARS BOB ALLEN I APPROVED by me, as Mayor of the United City of Yorkville, Kendall County, Illinois, this ��day of �u` St , A.D. 2008. U 1/ K �r Mayor Attest: Ci 1 REDEVELOPMENT AGREEMENT FOR THE COUNTRYSIDE CENTER, YORKVILLE, ILLINOIS THIS AGREEMENT dated as of the day of �t,u)0�; , 2008, by and among the United City of Yorkville, Kendall County, Illinois, a municipal corporation (hereafter the "City") and T -L Countryside LLC, a Delaware limited liability company (hereafter the "Developer "). i WITNESSETH: WHEREAS, by Ordinance No. 2005 -10A adopted by the Mayor and City Council of the City (the "Corporate Authorities ") on February 8, 2005, a Tax Increment Financing Redevelopment Project and Plan for the US Route 34 and Illinois Route 47 (Countryside Shopping Center) (hereinafter the "Redevelopment Plan ") was approved, which Redevelopment Plan covered an area of approximately 20 acres legally described on Exhibit A attached hereto and made a part hereof, the boundary of which is depicted on Exhibit B also attached hereto and made a part hereof, as of said date being improved as a commercial shopping center with approximately 158,000 square feet of retail space on approximately 18 acres of Iand owned by the Developer plus approximately two acres of adjacent right of way within State Route 47 (the "Center "); and, WHEREAS, by Ordinance No. 2005 -1 OB and No. 2005 -1OC adopted by the Corporate Authorities on February 15, 2005, the City designated the Center as a "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 Act, the City entered into a Redevelopment Agreement with the Developer which Redevelopment Agreement provided for the redevelopment of the Center, 05392 \005471475743.5 1 including, at a minimum, the demolition of the existing structures, reconfiguration of the Center and adjoining roadways, and construction of no less than 80,000 square feet of retail space; and, WHEREAS, in order to induce the Developer to proceed with the Development, the City issued tax exempt alternative revenue bonds in an amount which provided net proceeds of Three Million Dollars ($3,000,000) after funding for capitalized interest and payment of all bond issuance costs, which net proceeds were to be available to assist with the redevelopment of the Center (the "Bond Proceeds "); and, WHEREAS, as of the date hereof, there is approximately Two Million Eight Hundred and Eighteen Thousand Ten Dollars and Sixty Cents ($2,818,010.60) in the aggregate on deposit in the City's Special Tax Allocation Fund, Bond Fund and Project Fund from the Bond Proceeds; and, WHEREAS, as further inducement to the Developer, the City was also prepared to reimburse the Developer for additional redevelopment costs through the issuance of a note payable to the order of T -L in accordance with the terms and conditions as set forth in said Redevelopment Agreement; and, WHEREAS, the Developer undertook the demolition of existing structures and received $500,000 of the Bond Proceeds from the City, however, despite the best efforts of the Developer, the redevelopment of the Center in accordance with the approved concept plan did not proceed and it became apparent that a new concept for development would be required in order to attract viable retail businesses; and, WHEREAS, pursuant to the Illinois Municipal Code, 65 ILCS 511 -1 -1, et seq., (the "Code ") as from time to time amended, and more specifically, Sec. 8 -11 -20 (the "Economic Incentive Act "), the Corporate Authorities are empowered to enter into economic incentive 05392 \00547\475743.5 2 agreements or redevelopment agreements relating to the development or redevelopment of land within the City's corporate limits by which the City is authorized to rebate, share and /or pledge a portion of any retailer's occupation taxes received by the City pursuant to the Illinois Retailers' Occupation Tax Act (35 ILCS 120/1 et seq.) as a direct result of such development or redevelopment; and, � WHEREAS, the Developer has requested that the Center be designated a "Business I District" in accordance with the Business District Development and Redevelopment Act (65 ILCS 5/11 -74.3 et seq.) (the "Business District Act") pursuant to which the City is authorized to adopt a development or redevelopment plan and impose a business district retailers' occupation tax and a business district service occupation tax ( "Business District Taxes ") to pay business district project costs including the planning, execution and implementation of an approved business district plan; and, WHEREAS, design elements of the new concept plan presented by the Developer is an outdoor lifestyle center and which includes resting places, pedestrian- friendly medians, raised crosswalks, advanced stop lines, wide and raised sidewalks, on- street parking, multiple fountains, pavers, planters, and themed way directional signage (the "Concept Plan "); and, WHEREAS, the Developer has agreed to use commercially reasonable efforts to design and construct the Project to include light pollution reducing and high efficiency luminaires, to incorporate select green roof elements into the construction of the roof to reduce heat island effects, to use low volatile organic compound materials, to design and construct the walls, roof and windows with an insulation value that meets or exceeds state energy codes, to encourage occupants of the Project to use energy management systems and has agreed to promote the use of recycled content building materials; and, 05392 \00547 \475743.5 3 WHEREAS, the City recognizes that the development of the Center is of vital importance to the City given its strategic location near the intersection of two primary commercial corridors of the City and therefore is prepared to utilize the economic incentives available pursuant to the Act, the Economic Incentive Act and the Business District Act, in order to induce the Developer to incur extraordinary costs to create an outdoor lifestyle center as its town center, including a mix of full and limited service dining and specialty retailers within a unique pedestrian environment. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter set forth, the parties agree as follows: Section L Statements of Understanding and Mutual Agreement. A. The Center has been designated by the City as a Redevelopment Project Area pursuant to the Act, which designation has not been amended or repealed and the redevelopment of the Center remains eligible for the benefits pursuant to the Act as may be approved by the City. B. Under the Economic Incentive Act, in order to qualify for a sharing or rebate of all or a portion of Sales Taxes derived from the Center, the City must find that the property subject to the sharing or rebate agreement, if vacant, has been vacant for at least a year, or if a building had been located thereon, such building had been demolished within the last year and did not meet applicable building codes; or, such building was underutilized; or, the property, if developed, supports buildings which do not meet current codes or are underutilized; and, as a direct result of any economic incentive agreement, the City will benefit through the retention or creation of jobs; the strengthening of its commercial environment; the enhancement of its tax 05392 \00547 \475743.5 4 base; and the development will serve as a catalyst for the commercial development of adjacent areas. C. In order to utilize the benefits available under the Business District Act, it is necessary that the City undertake and approve a specific plan for a business district (which plan must be in conformance with the City's comprehensive plan) after no less than two (2) public hearings and findings of blight thereby requiring a development program. The City is prepared to proceed with a study to determine the Center's eligibility for the designation as a Business District and the preparation of a plan to supplement the Redevelopment Plan and a program to create a business district centered around a town center. It is hereby agreed by the parties hereto that any commitments by the City for imposition of Business District Taxes pursuant to the Business District Act as hereinafter set forth is subject to the Center's eligibility and designation as a Business District. D. It is understood and agreed that prior to the submittal of a Final Plan for development, the Developer shall undertake all procedures as required pursuant to Chapter 13 of the City's Zoning Ordinance to rezone the Center as a Planned Unit Development. E. The representations and recitations set forth in the preambles hereto are material to this Agreement and are hereby incorporated into and made a part hereof as though fully set forth in this Section I and said representations and recitations constitute the understandings of the City and the Developer. Section IL Development Program. A. Commencing with the execution of this Agreement and until redevelopment of the Center is completed and the Center is fully occupied, the Developer shall conduct a 05392 \00547 \475743.5 5 marketing and leasing program for the Center to attract businesses suitable for occupancy in the Center. B. Within thirty (30) days of the execution of this Agreement, the Developer shall submit to the City the Concept Plan for the Center which shall, at a minimum, include the following (hereinafter the "Project "): 1. A one -story pedestrian oriented town center with no less than 166,000 square feet of building area designed for retail businesses such as full and limited serving dining, retail specialty shops, and entertainment or hospitality uses; 2. Construction of a new entranceway to the Center, including installation of a traffic signal and widening of Route 47 as necessary; 3. Improvements to Countryside and Center Parkways; and, 4. Site amenities including brick accented parking and walkway areas with a fountain, extensive plantings and resting areas. C. Within thirty (30) days of the execution of this Agreement, the Developer shall submit to the City its best estimate of a budget for the Project, excluding: any operating deficits incurred through calendar year 2008; acquisition loan interest; previously reimbursed demolition costs; deferred management and TIF subsidy fees owed by Developer to Tri -Land Properties, Inc. ( "Tri- Land "); financing fees owed by Developer to Tri -Land; or any costs incurred by Developer associated with the raising of equity. D. On or before June 1, 2009, the Developer shall have submitted to the City an application to rezone the Center as a Planned Unit Development as required by the City Code of Ordinances, including Chapter 13 thereof. 05392 \00547 \475743.5 6 E. On or before March 31, 2010, the Developer shall have (i) submitted to the City a Final Plan for the redevelopment of the Center and the other components of the Project which shall conform to the approved Concept Plan and provide for no less than 166,000 total square feet of retail space, (ii) procured executed leases for no less than 60,000 square feet of retail space and (iii) committed to construct an additional 25,000 square feet of tenant space consistent with the Final Plan. Section III. City's Commitments. A. The City agrees to assist with the costs to be incurred by the Developer in connection with the widening and improvements to Route 47 including installation of a traffic signal and construction of a new entranceway from Route 47 into the Center (collectively the "Route 47 Improvements ") in an amount equal to the lesser of 50% of the total cost of the Route 47 Improvements or $550,000 on the following terms: 1. Construction of the Route 47 Improvements shall commence as soon as reasonably practicable after approval of the plan and design by the Illinois Department of Transportation and be prosecuted diligently to completion in accordance with such approved plan and design. 2. Payment shall be made by the City from the balance of the Bond Proceeds Two Million Eight Hundred and Eighteen Thousand Ten Dollars and Sixty Cents ($2,818,010.60) to the Developer within thirty (30) days of receipt of a request for payment, which request must be accompanied by an itemized list of all costs, invoices therefor and, as applicable, waiver of all lien rights from all contractors and subcontractors. 05392 \00547 \475743.5 7 B. At the request of the Developer on or before March 31, 2010, the City shall undertake the establishment of a Business District pursuant to the Business District Act and authorize the imposition of Business District Taxes in the amount of 1% of the selling price of tangible personal property; I% of the price of sales of service; or I% of the value of a transfer of tangible personal property on the following terms: 1. Receipt of verification by Kane, McKenna & Associates, Inc., or another qualified consultant approved by the City that the Center is eligible for designation as a Business District under the Business District Act; and, 2. The Business District Taxes shall be deposited into a separate fund as determined by the City, consistent with the Business District Act and used for the purposes and in the amounts set forth in Section IV hereof. C. The City further agrees to pay or rebate to the Developer and/or pledge as security for the TIF Bonds (as hereinafter defined) 50% of the Sales Taxes generated from the retail businesses operating at the Center in accordance with the terms and conditions set forth in Section IV hereof based upon the following findings: I . The property had been and remained vacant for at least one year; 2. The Project is expected to create job opportunities within the City; 3. The Project will serve to further the development of adjacent areas; 4. That without incentives including the Sales Tax Rebate herein set forth, the Project would not proceed; 5. That the Developer meets the high standards of creditworthiness and financial strength by warranting that the Developer has contributed no less than 10% of the total cost of the Project; 05392 \00547 \475743.5 8 I 6. That the Project will strengthen the commercial sector of the City; 7. That the Project will enhance the tax base of the City; and, 8. That this Agreement to share, rebate or pledge Sales Taxes is in the best interest of the City. Section IV. Distribution of Bond Proceeds to the Developer. A. On March 15, 2005, the City issued the United City of Yorkville, Kendall County, Illinois, $3,525,000 General Obligation Bonds (Alternate Revenue Source), Series 2005 (the "Alternate Revenue Bonds ") to which it pledged and hereby restates its pledge of all Incremental Real Estate Taxes (as hereinafter defined) derived from the Redevelopment Project Area and the rebate of 50% of the Sales Taxes derived from the Project. The City realized $3,000,000 in Bond Proceeds from the issuance of the Alternate Revenue Bonds after payment of all costs of issuance and capitalized interest and distributed $500,000 of the Bond Proceeds to the Developer as reimbursement for a portion of the cost of demolition of structures which were located at the Center. B. The City hereby agrees to utilize the balance of the Bond Proceeds from the Alternate Revenue Bonds to fund its obligation to assist with the cost of the Route 47 Improvements pursuant to the terms and conditions as set forth in Section III.A. hereof in an amount not to exceed $550,000. Provided the Developer has satisfied the conditions set forth in Sections II.D and III, the City agrees to distribute the remaining balance of the Bond Proceeds from the Alternate Revenue Bonds less such sums as deemed necessary to provide for 125% of the debt service requirements until the combination of the projected Business District Taxes, Incremental Real Estate Taxes (as hereinafter defined) and 50% of the Sales Taxes to be generated by the Center 05392 \00547 \475743.5 9 shall be sufficient to make all future debt service payments on the Alternative Revenue Bonds based upon a feasibility report delivered to the City by the Developer and prepared by Kane, McKenna & Associates, Inc. or another consultant approved by the City. Distribution of such remaining balance of Bond Proceeds shall be solely for eligible Redevelopment Project Costs. To the extent any portion of the remaining Bond Proceeds that are held in reserve by the City to pay debt service on the Alternate Revenue Bonds are not so applied, such Bond Proceeds shall be distributed to the Developer. C. For purposes of this Agreement, "Redevelopment Project Costs" shall mean and I include all costs defined as "redevelopment project costs" in Section 11- 74.4 -3(q) of the TIF Act i which are eligible for reimbursement under the TIF Act, including land acquisition costs. 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 term of this Agreement. The City has no obligation to the Developer to attempt to modify said rules or decisions but will cooperate with the Developer in obtaining approval of Redevelopment Project Costs. D. For purposes of this Agreement, "Incremental Real Estate Taxes" shall mean the amount of ad valorem taxes, if any, paid in respect of the Center and its improvements which is attributable to the increase in the equalized assessed value of the Center and its improvements over the initial equalized assessed value of the Center as determined by the County Assessor in accordance with the TIF Act. Section V. Issuance of TIF Bonds. 05392 \00547 \475743.5 10 A. After provision is made for the annual payment of the debt service due on the Alternate Revenue Bonds, the City shall pledge the balance of all Incremental Real Estate Taxes, the Business District Taxes and 50% of the Sales Taxes to the payment of bonds to be issued in an amount sufficient to provide net proceeds after payment of all costs of issuance, capitalized interest for the maximum period permitted by law and fund a debt service reserve, in an amount not to exceed a sum (the "Additional Subsidy ") calculated as (i) eleven million eight hundred seventy thousand seven hundred thirty six dollars ($11,870,736) (the "Maximum Total Subsidy ") minus (ii) the total amount distributed to Developer under Section IV.B (the "TIF Bonds "). Issuance of said TIF Bonds shall be contingent upon satisfaction of the conditions set forth in Sections ILD and III and the Developer's ability to procure a TIF Bonds purchaser. All costs of issuance of the TIF Bonds are payable from the proceeds thereof provided, however, in the event the TIF Bonds are not sold, the Developer shall indemnify the City for any and all costs incurred by it in connection with any preparation to prepare the documentation to proceed with the issuance of said TIF Bonds. B. The TIF Bonds shall be due and payable on or before December 31, 2029, as provided for in the Act, and shall be subordinate in all respects to the Alternate Revenue Bonds and conditioned upon the ability of the Developer to market and sell such TIF Bonds. C. Proceeds of the TIF Bonds shall be used to reimburse the Developer for Redevelopment Project Costs in accordance with the procedures set forth in Section VIII hereof and all the terms and conditions as may be imposed pursuant to a trust indenture to be executed by the City in connection with the issuance of the TIF Bonds. Section H. Issuance of Developer's Note. 05392 \00547 \475743.5 11 A. Upon satisfaction of the conditions set forth in Sections II.D and III, the City shall pay additional reimbursement to the Developer for Redevelopment Project Costs in an amount not to exceed the excess of (i) the Additional Subsidy over (ii) the net proceeds of the TIF Bonds actually distributed to the Developer pursuant to Section V, plus interest, such obligation to be evidenced by the City's promissory note or notes, after approval of a Request for Reimbursement as provided in Section VIII. The note shall be in the form attached hereto as Exhibit C (the "Developer's Note "), bearing interest equal to the rate of interest being paid from time to time by Developer to the holder of the first mortgage lien on the Center, which Developer's Note shall be deemed an obligation issued by the City pursuant to the Act. The Developer's Note shall not constitute a general obligation of the City, nor shall the Developer's Note be secured by the full faith and credit of the City. Principal and interest on the Developer's Note shall be payable solely from the Special Tax Allocation Fund ( "STAF ") and special sales tax fund ( "STFUND ") as hereinafter established after payment of the annual debt service on the Alternate Revenue Bonds and the TIF Bonds. Said Developer Note shall be subordinate in all respects to the Alternate Revenue Bonds and the TIF Bonds. In no event shall amounts paid to the Developer under Section IV.B, Section V and this Section VI exceed, in the aggregate, the Maximum Total Subsidy plus interest on the Developer's Note. THE TIF BONDS AND THE DEVELOPER'S NOTE ARE LIMITED OBLIGATIONS OF THE CITY PAYABLE SOLELY FROM THE FUNDS PLEDGED HEREUNDER OF INCREMENTAL REAL ESTATE TAXES, 50% OF THE SALES TAXES AND THE BUSINESS DISTRICT TAXES AND ARE NOT BE TO BE SECURED BY THE FULL FAITH AND CREDIT OF THE CITY. Section VII. Establishment of the STAF and STFUND. 05392 \00547 \475743.5 12 i A. In connection with the establishment and ongoing administration of the Redevelopment Project Area, the City has established the STAF pursuant to the requirements of the TIF Act into which the City shall deposit all Incremental Real Estate Taxes generated by the Redevelopment Project Area. Furthermore, the City has established a special sales tax fund into which the City shall deposit 50% of all Sales Taxes received from the ec Redevelopment Project � t Area and all of the Business District Taxes received from the Business District at the Center (the " STFUND" ). All deposits in the STAF are hereby pledged as follows: 1. First, to the payment of all principal and interest on the Alternative Revenue Bonds, which amounts shall be set aside upon receipt to ensure sufficient funds for the amounts due for the next succeeding semi - annual payment; 2. Second, to the payment of the TIF Bonds as mandated by a trust indenture approved and executed by the City; 3. Third, to the payment of interest due and owing on any outstanding Developer's Note; and, 4. Fourth, to the payment of outstanding Principal on the Developer's Note. B. To the extent funds are insufficient in the STAF to pay any of the foregoing, the STFUND shall be applied by the City to pay any deficiency in the amounts due in the same order as the deposits to the STAF. C. Upon termination of this Agreement or after payment of all principal and interest on all outstanding Alternate Revenue Bonds and cancellation thereof, payment in full of all principal and interest on all outstanding TIF Bonds and cancellation thereof, and payment of 05392 \00547 \475743.5 13 principal and interest on the Developer's Note, all amounts deposited into the STAF and the STFUND shall be utilized by the City in accordance with all applicable laws. Section VIII. Reimbursement of Redevelopment Project Costs. To establish a right of reimbursement for Redevelopment Project Costs under this Agreement, whether from the Bond Proceeds or in order to cause the City to issue its Developer's Note the Developer shall submit to the City a written statement in the form attached to this Agreement as Exhibit D (a "Request for Reimbursement ") setting forth the amount of reimbursement requested and the specific Redevelopment Project Costs for which reimbursement is sought. Each Request for Reimbursement shall be accompanied by such bills, contracts, invoices, lien waivers or other evidence as the City shall reasonably require to evidence the right of the Developer to reimbursement under this Agreement. The City shall have thirty (30) days after receipt of any Request for Reimbursement from the Developer to recommend to the City Treasurer approval or disapproval of such Request and, if disapproved, to provide the Developer, 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 (i) it is not an eligible Redevelopment Project Cost under the TIF Act; (ii) inadequate documentation has been provided to substantiate such expenditure; (iii) it was not incurred and completed by the Developer in accordance with all applicable City Code requirements and the provisions of this Agreement, including without limitation, all approved permits; or, (iv) an amount equal to the Maximum Total Subsidy (plus interest on the Developer's Note) has been distributed to the Developer. 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 05392 \00547 \475743.5 14 both before and after the date of this Agreement, and all administrative rules and judicial interpretations rendered during the term of this Agreement. The City has no obligation to the Developer to attempt to modify said rules or decisions but will cooperate with the Developer in obtaining approval of Redevelopment Project Costs. C. Request for Reimbursement of Redevelopment Project Costs from the Bond Proceeds or the proceeds from the sale of the TIF Bonds shall be made no more frequently than monthly. After such sums have been distributed, Request for Reimbursement of Redevelopment Project Costs shall be made no more frequently than semi - annually. Section IX. Further Undertakings on the Part of Developer. The Developer covenants and agrees that the Project shall result in a total investment of no less than $40,277,763, including $2,400,000 for improvements to adjoining public roads. Section X. Term. Unless earlier terminated pursuant to Section XXIV, the term of this Redevelopment Agreement shall commence on the date of execution and end December 31, 2029 (the "TIF Termination Date "), except for the Business District designation and benefits provided thereunder, which shall terminate on the termination date established by its governing ordinance. Section XI. Verification of Tax Increment. A. The Developer shall use its best efforts to cooperate with the City in obtaining copies of its real estate tax bills payable in 2008, and paid in each subsequent year during the term of this Redevelopment Agreement. B. In order to calculate the Incremental Sales Taxes, the Developer (and any transferee of all or a portion of the Center) and the City shall cooperate to provide the City access to the sales tax data of those retail business that are located in the Center. The City and the 05392 \00547 \475743.5 15 Developer (and any transferee of all or a portion of the Center) shall jointly exercise reasonable efforts to establish a system with the Illinois Department of Revenue to arrange for the receipt of such information. Additionally, the Developer (and any transferee of all or a portion of the Center) shall provide or cause to be provided to the City appropriate completed Illinois Department of Revenue sales tax returns, or powers of attorney to obtain the data reported thereon, for each such retail business. The Developer (and any transferee of all or a portion of the Center) shall exercise commercially reasonable efforts to include such provisions in each of its leases for property within the Center as may be necessary in to enable the Developer (and any transferee of all or a portion of the Center) to comply with the terms of this paragraph. To the extent such Incremental Sales Taxes received by the City are not required to pay debt service on the Alternate Revenue and TIF Bonds for the debt service payments due the following twelve months, such Incremental Sales Taxes are hereby deemed Excess Sales Tax Increment. Each calendar year during the term of this Redevelopment Agreement, on or before the date the annual installment is due and payable on the Developer's Note as provided in Section VI, the City shall deposit all Excess Incremental Sales Taxes to be used to pay the Developer's Note into the STFUND provided in Section VII. Section XII. No Liability of City for Others for Developer's Expenses. The City shall I have no obligation to pay costs of the Project or to make any payments to any person other than the Developer, nor shall the City be obligated to pay any contractor, subcontractor, mechanic, or materialman providing services or materials to the Developer for the development of the Project. Section XUI. 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 05392 \00547 \475743.5 16 i I 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, wet soil 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 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 XIV. Conveyance or Assignment of the Center. The Developer may not sell, transfer, assign or otherwise convey all or any portion of its interest in the Center (any of the foregoing being herein defined as a "Transfer") during the term of this Redevelopment Agreement without the prior written consent of the City, which consent shall not be unreasonably withheld or delayed or conditioned. Notwithstanding the provisions of the immediately preceding sentence, the City agrees that it will not withhold its consent to any proposed Transfer (i) of all or any portion of the Center to an occupant that will operate a business in the Center or to any transferee that is an Affiliate (as hereinafter defined) of such business operator, (ii) to any Affiliate of Developer, (iii) to a transferee who either (a) directly or 05392 \00547 \475743.5 17 indirectly through an Affiliate, has substantial and demonstrable experience in the operation or management of retail shopping centers similar in size to, or greater in size than, the Center or (b) as a condition precedent to the closing of the Transfer, will enter into a management agreement (a copy of which shall be delivered to the City) with Developer or another entity having substantial and demonstrable experience in the operation or management of retail shopping centers similar in size to, or greater in size than, the Center, and will continuously keep the Center under the management of g such management company or one or more c g p y successors with the foregoing qualifications. In all instances, it shall be a condition of the City's obligation to consent to a proposed Transfer that the proposed transferee execute a document in form and substance reasonably satisfactory to the City that evidences such transferee's agreement to be bound by the terms and provisions of this Redevelopment Agreement during such transferee's period of ownership of the Center or any portion thereof, including, without limitation, the obligation to provide to the City, or arrange for the provision to the City of, sales tax data of those retail businesses located in the portion of the Center owned by such transferee as described in Section VII. The Developer's Note may be assigned by the Developer in connection with any Transfer made in accordance with the provisions of this Section X. As used in this Redevelopment Agreement, an "Affiliate" means, with respect to any person or entity, any person or entity directly or indirectly, through one (1) or more intermediaries, controlling, controlled by or under common control with such person or entity. Anything set forth herein to the contrary notwithstanding, the Developer or any permitted successor my freely grant mortgages on the Center at any time and from time to time without the consent of the City. Section XV. Developer's Indemnification. 05392 \00547 \475743.5 18 The Developer shall indemnify and hold harmless the City, its agents, officers and employees (individually an "Indemnitee " and collectively the ` Indemnitees ") from and against any and all obligations, losses, damages, penalties, actions, claims, suits, liabilities, judgments, costs and expenses (including reasonable attorney's fees and disbursements of counsel for such i Indemnitees) which may arise directly or indirectly from (i) the failure of the Developer to comply with any of the terms, covenants or conditions set forth in this Redevelopment Agreement, (ii) the Developer's failure to pay general contractors, subcontractors or materialmen in connection with improvements to the Center funded with the proceeds of the Bonds or the Developer's Note or (iii) the existence of any material misrepresentation or omission on the part of the Developer in this Redevelopment Agreement or any other document related to this Redevelopment Agreement that is the result.of information supplied or omitted to be supplied by the Developer, or (iv) bodily injury, death or property damage caused by the alleged or actual negligence, recklessness or willful misconduct of the Developer or any of its officers, managers, agents employees, contractors subcontractors or agent or employee thereof (so long as such contractor, subcontractor or agent or employee is hired by the Developer). The Developer shall, at its own cost and expense, appear, defend and pay all charges of attorneys, costs and other expenses arising therefrom or incurred in connection therewith. If any judgment shall be rendered against the City, its agents, officers, officials or employees in any such action, the Developer shall, at its own expense, satisfy and discharge the same. This paragraph shall not apply, and the Developer shall have no obligation whatsoever, with respect to any acts of negligence or reckless or willful misconduct on the part of the City or any of its officers, agents, employees or contractors. Section XVI. Waiver. 05392 \00547 \475743.5 19 I 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 XVII. Severability. �I If any section, subsection, term 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 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 XVIII Notices. All notices, demands, requests, consents, approvals or other instruments required or permitted by this Redevelopment Agreement shall be given in writing at the addresses set forth below, and shall be executed by the party or an officer, agent or attorney of the party, and shall be given by any of the following means: (i) personal service, (ii) telecopy or facsimile, (iii) deposit with a commercial overnight courier, such as FedEx, for delivery on the next business day, freight prepaid or (iv) deposit with the United States Postal Service as certified mail, return receipt requested. Any notice demand, request, consent or approval sent pursuant to (A) either clause (i) or (ii) shall be deemed received when sent, if sent by 5:00 p.m. on a business day, otherwise on the next business day or (B) clause (iii) shall be deemed given on the next business day following deposit with the courier or (C) clause (iv) on the third (3` day from and including 05392 \00547 \475743.5 20 the date of posting. Any of the following addresses may be changed by notice given to the other parties in the same manner provided above. To the Developer: Tri -Land Properties, Inc. One Westbrook Center, Suite 520 Westchester, Illinois 60154 -5764 Attention: Hugh D. Robinson Facsimile: 708.531.8217 T -L Countryside LLC One Westbrook Center, Suite 520 Westchester, Illinois 60154 -5764 Attention: Hugh D. Robinson Facsimile: 708.531.8217 With a copy to: Jeffrey D. Warren Burke, Warren, MacKay & Serritella, P.C. 330 North Wabash, 22 " Floor Chicago, Illinois 60611 -3607 Facsimile: 312 840 7900 To the City: United City of Yorkville 800 Game Farm Road Yorkville, Illinois 60560 Attention: City Administrator Facsimile: 630.553.7575 With a copy to: Kathleen Field Orr Kathleen Field Orr & Associates 180 North Michigan Avenue, Suite 1040 Chicago, Illinois 60601 Facsimile: 312.3 82.2127 Section XIX. 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. Section XX. No Joint Venture, Agency or Partnership Created. 05392 \00547 \475743.5 21 Neither anything in this Redevelopment Agreement nor p g 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 1 M. Warranties and Covenants of the Developer. i A. The Developer hereby represents and warrants that as of the date hereof, T -L is a duly organized and validly existing limited liability company organized under the laws of the state of Delaware and is duly authorized to transact business in the state of Illinois, and Tri -Land is a duly organized and validly existing corporation organized under the laws of, and in good standing under the laws of the state of Illinois. B. The Developer covenants and agrees to comply with all applicable zoning ordinances and regulations, building code, fire code and all other City ordinances, resolutions and regulations with respect to the redevelopment and operation of the Center. C. With respect to the redevelopment and operation of the Center, the Developer hereby covenants and agrees 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 MI. Additional Covenants of City. A. The City covenants and agrees to comply with all provisions and requirements of the Act and the Code with respect to all matters relating to this Redevelopment Agreement. B. The City will waive any requirement for the payment of water, sewer, and other utility "tap -on" or connection fees and charges to the City with respect to the Center, and will cooperate with the Developer's efforts to obtain similar waivers from other governmental agencies and bodies that may impose such fees or charges. 05392 \00547 \475743.5 22 C. The City will waive all impact fees, building permit fees and other fees with respect to the redevelopment of the Center, provided, however, this waiver shall not relieve the Developer from any obligation to reimburse the City for the reasonable fees of any consultants paid by the City in connection with the review of approval of plans submitted to the City for its approval by the Developer. D. The City acknowledges and agrees that the Center currently has adequate storm i water management measures in place. The City further agrees that unless the redevelopment of the Center materially increases the amount of storm water run -off generated by the Center, no further storm water management measures shall be required, and in the event there is a material increase in the amount of storm water run -off generated as a result of the redevelopment of the Center and additional storm water management measures are required, such additional measures shall be implemented in accordance with the use of Best Management Practices in the most cost effective manner possible under the circumstances. E. The City will actively support and cooperate with the Developer's request to the Illinois Department of Transportation for direct access driveways to and from the Center from Route 47 to the extent such request is supported by a traffic analysis prepared by Smith Engineering Consultants, Inc. or another recognized traffic engineering consultant acceptable to the City Engineer. F. The City shall, within ten (10) days following request in writing from the Developer, execute, acknowledge and deliver to Developer a statement in writing addressed to the Developer, or any prospective mortgagee purchaser, certifying: that this Redevelopment Agreement is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications); that the Developer 05392 \00547 \475743.5 23 is not, to the City's knowledge, in default under this Redevelopment Agreement (or, there is a known default, specifying same) and any other matters reasonably requested by the Developer. Section VaH. No Discrimination — Construction. The Developer for itself and its successors and assigns agrees that in the construction of the improvements at the Center provided for in this Redevelopment Agreement the Developer shall not discriminate against any employee or applicant for employment because of race, color, religion, sex or national origin. The Developer shall take affirmative action to require that applicants are employed and that employees are treated during employment, without regard to their race, creed, color, religion, sex or national origin. Such action shall include, but not be limited to, the following: employment upgrading, demotion or transfer; recruitment or recruitment advertising and solicitations or advertisements for employees; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Developer 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. Section UaV.. Remedies —Liability. A. If, in the City's judgment, the Developer is in material default of this Redevelopment Agreement, the City shall provide the Developer with a written statement indicating in adequate detail any failure on the Developer's 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 Developer 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 05392 \00547 \475743.5 24 I I I is reasonably necessary for the curing of the same, so long as the Developer diligently proceeds with such cure; if such default is cured within such extended period, the default shall not be 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 I by the City in asserting any of its rights or remedies as to any default or alleged default or breach shall not operate as a waiver of any such default or breach of any rights or remedies it may have as a result of such default or breach. B. If the Developer materially fails to fulfill its obligations under this Redevelopment Agreement after notice is given by the City and any cure periods described in paragraph A above have expired, or if the Developer is in material default under the purchase agreement for the acquisition of the Center, 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 voluntary or involuntary petition or similar pleading under any section or sections of any bankruptcy or insolvency act shall be filed by or against the Developer, or any voluntary or involuntary proceeding in any court or tribunal shall be instituted to declare the Developer insolvent or unable to pay the Developer's debts (and, in the case of an involuntary proceeding such proceeding is not vacated or dismissed within 60 days of being filed), or the Developer makes an assignment for the benefit of its creditors, or a trustee or receiver is appointed for the Developer or for the major part of the Developer's property, the City may elect, 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 other action by the City, to forthwith terminate this Redevelopment Agreement. 05392 \00547 \475743.5 25 i C. If, in the Developer's judgment, the City is in material default of this Redevelopment Agreement, the Developer shall provide the City with a written statement indicating in adequate detail any failure on the City's part to fulfill its obligations under this i Redevelopment Agreement. The Developer may not exercise any remedies against the City in connection with such failure until thirty (30) days after giving such notice. If 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 Developer 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 an other remedy Y 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; 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 05392 \00547 \475743.5 26 any specific sums agreed by the City to be paid hereunder and any such claim is hereby expressly waived and released as a condition of and as consideration for the execution of this Redevelopment Agreement by the City. 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 XXV. 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. Section XXVI. 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. [Signature page follows] II 05392 \00547 \475743.5 27 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 municipal corporation By: Mayor Attest: 1 T -L Countryside LLC, a Delaware limited liability company, Tri -Land Properties, c., its M ger, By: R Ube, President i t 05392 \00547 \475743.5 28 i STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) I, J A CQ U E L-`/ tj U S I t_- , a Notary Public in and for said County, in the State aforesaid, do hereby certify that Richard F. Dube, the President of Tri -Land Properties, Inc., an Illinois corporation and the Manager of T -L COUNTRYSIDE LLC, a Delaware limited liability company, who is personally known to me to be the same person whose name is subscribed to the foregoing instrument as such President appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act and as the free and voluntary act of said Manager, for the uses and purposes therein set forth. GIVEN under my hand and notarial seal, this day of August, 2008 OFFICIA LSEAL JACQUELYN R MUSIL �Q NOTARY PUBLIC . STATE OF ILLINOIS '� MY COMMISSION EXPIRES:0912u10 No y P lic (SEAL) STATE OF ILLINOIS ) ) SS. COUNTY OF KENDALL ) I, me CU'J zelIv , allotary Public in and for said County, in the State aforesai , do hereby certify that lev,? &c r aC , the Mayor of The United City of Yorkville, an Illinois municipal corporation, and �rg�jjlGe/ , the City Clerk of The United City of Yorkville, who are personally knffwn t6 me to be the same persons whose names are subscribed to the foregoing instrument as such Mayor and City Clerk, appeared before me this day in person and acknowledged that they signed, attested and delivered the said instrument as their own free and voluntary act for the uses and purposes therein set forth. GIVEN under my hand and notarial seal, this g'��p day of , 2008 OFFICIAL SEAL MEGHAN GEHR Notary lic NOTARY PUBLIC - STATE U :ILLINOISS MY COMMISSION EXPIRES1 (SEAL) '� ~� Exhibit A LEGAL DESCRIPTION LOT 7 (EXCEPT THAT PART DESCRIBED AS FOLLOWS: COMMENCING AT THE MOST EASTERLY SOUTHEAST CORNER OF SAID LOT 7; THENCE NORTH 80 DEGREES 58 MINUTES 1 l SECONDS WEST ALONG A SOUTHERLY LINE OF SAID LOT 7,309.0 FEET TO A SOUTHEAST CORNER OF SAID LOT 7 FOR A POINT OF BEGINNING; THENCE SOUTH 80 DEGREES 58 MINUTES l l SECONDS EAST ALONG SAID SOUTHERLY LINE 309.0 FEET TO A SOUTHEAST CORNTER OF SAID LOT 7; THENCE NORTH 04 DEGREES, 45 MINUTES EAST ALONG AN EASTERLY LINE OF SAID LOT 7, 90.0 FEET; THENCE NORTH 80 DEGREES 58 MINUTES I 1 SECONDS WEST 140.35 FEET; THENCE SOUTH 70 DEGREES 02 MINUTES 02 SECONDS WEST 185.15 FEET TO THE POINT OF BEGINNING; AND ALSO EXCEPTING THAT PART DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE SOUTHERNMOST LINE OF LOT 6 OF SAID RESUBDIVISION WITH THE WESTERLY LINE OF ILLINOIS ROUTE NO. 47; THENCE SOUTH 69 DEGREES 58 MINUTES 14 SECONDS WEST ALONG SAID SOUTHERNMOST LINE 230.45 FEET TO THE SOUTHERNMOST CORNER OF SAID LOT 6; THENCE SOUTH 19 DEGREES 57 MINUTES 46 SECONDS EAST 192.30 FEET; THENCE NORTH 70 DEGREES 02 MINUTES 14 SECONDS EAST 141.82 FEET TO SAID WESTERLY LINE; THENCE NORTH 04 DEGREES 45 MINUTES 00 SECONDS EAST ALONG SAID WESTERLY LINE 211.98 FEET TO THE POINT OF BEGINNING) OF THE RESUBDIVISION OF PART OF BLOCK 1, COUNTRYSIDE CENTER, UNIT NO. 1, YORKVILLE, ILLINOIS, AND ALSO THAT PART OF CENTER PARKWAY LYING NORTHERLY OF THE NORTH RIGHT OF WAY LINE OF U.S. ROUTE 34 AND SOUTHERLY OF THE NORTH RIGHT OF WAY LINE OF COUNTRYSIDE PARKWAY, AND ALSO THAT PART OF COUNTRYSIDE PARKWAY LYING EASTERLY OF THE WEST RIGHT OF WAY LINE OF CENTER PARKWAY AND WESTERLY OF THE WEST RIGHT OF WAY LINE OF ILLINOIS ROUTE 47, AND ALSO THAT PART OF ILLINOIS ROUTE 47 LYING SOUTHERLY OF A LINE THAT IS 70.0 FEET SOUTHERLY OF AND CONCENTRIC WITH THE SOUTH RIGHT OF WAY LINE OF COUNTRYSIDE PARKWAY EXTENDED EASTERLY, AND NORTHERLY OF A LINE THAT IS 60.0 SOUTHERLY OF AND PARALLEL WITH THE MOST EASTERLY SOUTHERLY LINE OF SAID LOT 7 EXTENDED EASTERLY, IN THE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS. Exhibit B nd. Pmb-W -- WM Fk.#1U -OWIOs ' YORKV ILLE BUSINESS DISTRICT #2 SEC GROUP, INC ,m " ConsuRnnts • SEC Aubxnetbn • SEC Planning aat p" Ldn Dt k Y.M* IL Wm (COUNTRYSIDE CENTER BUSINESS DISTRICT) ' WOKM^- COW FILE: 060161- ...d.9 J PLO/ F[CSIAI.OMO .1EW. lo�ou(I o pt'p3,� N ul 50 I �1 x'2 :. SUBJECIT N p2 \ PROF i� "I L. =.32 42' P1t01 It� X32:0; ; 7 �, p6 1pg'E Gj N 18 p'2'W i I s � 0 j, I -W �' NW I � � I �QLf7 -� 3 4 BUSINESS DISTRICT AREA YORK14LLE BUSINESS DISTRICT #2 (COUNTRYSIDE CENTER BUSINESS DISTRICT) REN90N5 DRANK BY: ! DATE I PROJECT NO. 1 • I 2 DESIGNED BY: I NOW, SCALE SHEET NO. a - -� CHECKED BY: VERi SCALE; a Exhibit C DEVELOPER'S NOTE UNITED CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS SPECIAL TAX INCREMENT REVENUE NOTE Date Amount WHEREAS, pursuant to its powers and in accordance with the requirements of the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11 -74.4 et seq. (the "Act "), the Corporate Authorities of the United City of Yorkville, designated a Redevelopment Project Area and approved a Redevelopment Plan for the redevelopment of the Redevelopment Project Area; and, WHEREAS, pursuant to its powers and in accordance with the requirements of the Act, the Corporate Authorities of the United City of Yorkville approved tax increment allocation financing for the purpose of implementing the Redevelopment Plan for the Redevelopment Project Area; and, WHEREAS, pursuant to the Illinois Municipal Code, 65 ILCS 5/1 -1 -1, et seq. (the "Code ") and more specifically, Sec. 8- I1 -20, the Corporate Authorities of the United City of Yorkville have agreed to share its retailer's occupation taxes, service occupation taxes, use taxes and service use taxes received by the City from the Redevelopment Project Area pursuant to the Illinois Retailers' Occupation Tax Act (35 ILCS 120/1 et seq.), Service Occupation Tax Act (35 ILCS 115/1 et seq.), Use Tax Act (35 ILCS 105/1 et seq.), and Service Use Tax Act (35 ILCS 110 /1 et seq.) (collectively "Sales Taxes ") and also business district retailers' occupation taxes and business district service occupation taxes received by the City from the Business District within the Redevelopment Project Area pursuant to the Business District Development and Redevelopment Act (65 ILCS 5/11 -74.3 et seq.) ( "Business District Taxes "); and WHEREAS, on , the City and T -L Countryside LLC ( "T- L ") entered into a certain Redevelopment Agreement (the "Redevelopment Agreement "); and, WHEREAS, pursuant to the Redevelopment Agreement, the City has agreed to reimburse the T -L for Redevelopment Project Costs (as defined by the Act) incurred by the Developer in connection with or as a result of the redevelopment of the Redevelopment Project Area. NOW, THEREFORE, the City, by and through the Corporate Authorities, covenants and agrees as follows: 05392\00547 \475743.3 1. Incorporation of recitals and definitions of terms. The foregoing recitals are incorporated into this Developer's Note as if they were fully set forth in this Section 1. All capitalized terms, unless otherwise specifically defined herein, shall have the meanings given them in the Redevelopment Agreement. 2. Promise to pay. Subject to the limitations contained in the Redevelopment Agreement, the City promises to pay to the order of the Developer, in accordance with the terms of this Developer's Note, the principal sum of $ , together with interest on the balance of such principal sum outstanding from time to time at the rate of interest rate provided for in Section VI of the Redevelopment Agreement. 1 3. Pledge of, and lien on, Incremental Taxes. THIS NOTE SHALL BE PAYABLE FROM AND SECURED BY A PLEDGE OF, AND LIEN ON, INCREMENTAL REAL ESTATE TAXES, SALES TAXES AND BUSINESS DISTRICT TAXES RECEIVED BY THE CITY FROM THE PROJECT (COLLECTIVELY "INCREMENTAL TAXES ") BUT ONLY TO THE EXTENT SUCH INCREMENTAL TAXES ARE NOT REQUIRED TO PAY DEBT SERVICE ON CERTAIN BONDS ALL AS SET FORTH IN THE REDEVELOPMENT AGREEMENT. SUCH PAYMENT, PLEDGE AND LIEN SHALL BE SUBJECT TO ALL PRIOR PLEDGES OF INCREMENTAL TAXES, PURSUANT TO, AND ALL TERMS AND CONDITIONS AS SET FORTH IN, THE REDEVELOPMENT AGREEMENT. 4. Payments. The indebtedness evidenced by this Developer's Note shall be payable in annual installments, due on February 1 st of each year or such later date that is within thirty (30) days of receipt by the City of all Incremental Sales Taxes (as defined in the Redevelopment Agreement for the prior calendar year, during the term of the Redevelopment Agreement, from the following sources and no other sources: (i) 100% of the Excess Real Estate Tax Increment (as defined in the Redevelopment Agreement); plus (ii) 50% of the Excess Sales Tax Increment (as defined in the Redevelopment Agreement) generated during each calendar year or partial calendar year until December 31, 2029 (the "Maturity Date "). (iii) 100% of the Business District Taxes (as defined in the Redevelopment Agreement) generated during each calendar year or partial calendar year until the Maturity Date. 5. Place of payment. Payments made under this Developer's Note by the City shall be made by check payable to the order of the Developer and mailed to the Developer at such address as the Developer may designate in writing from time to time. 6. Limited obligation ofthe City. THIS DEVELOPER'S NOTE IS NOT SECURED BY THE FULL FAITH AND CREDIT OF THE CITY AND IS NOT PAYABLE OUT OF THE 2 05392 \00547 \475743.5 CITY'S GENERAL REVENUE FUND. THIS DEVELOPER'S NOTE CONSTITUTES A LIMITED OBLIGATION OF THE CITY, AND ALL PAYMENTS DUE UNDER THIS DEVELOPER'S NOTE SHALL BE PAYABLE SOLELY FROM INCREMENTAL TAXES AND BUSINESS DISTRICT TAXES THAT ARE AVAILABLE FOR SUCH PURPOSE UNDER THE PROVISIONS OF THE REDEVELOPMENT AGREEMENT. FAILURE OF THE CITY TO REIMBURSE THE DEVELOPER FOR REDEVELOPMENT PROJECT COSTS DUE TO INSUFFICIENT FUNDS GENERATED FROM THE REDEVELOPMENT PROJECT AREA AND THE BUSINESS DISTRICT SHALL NOT BE DEEMED A DEFAULT OF THIS DEVELOPER'S NOTE ON THE PART OF THE CITY. 7. Default. If Incremental Taxes and Business District Taxes are available to make any payment required by this Developer's Note, and if the City thereafter fails to make such payment, the City shall be deemed to be in default under this Developer's Note. After any default, The Developer may bring an action in any court of competent jurisdiction to enforce payment of this Developer's Note, provided that the Developer shall have first given the City notice of its intent to bring such action and thirty (30) days to cure any such default. Failure of the Developer to exercise its right to bring an action to remedy a default hereunder shall not constitute a waiver of its right to bring an action to remedy any subsequent default. 8. Miscellaneous. (a) If any provision of this Developer's Note is found by a court of competent jurisdiction to be in violation of any applicable law, and if such court should declare such provision to be unlawful, void or unenforceable as written, then it is the intent of the City and the Developer that such provision shall be given full force and effect to the fullest possible extent that is legal, valid and enforceable, that the remainder of this Developer's Note shall be construed as if such unlawful, void or unenforceable provision was not contained herein, and that the rights, obligations and interests of the City and the Developer shall continue in full force and effect. (b) Any notice, request, demand, instruction or other document to be given or served hereunder shall be addressed, delivered and deemed effective as provided in the Redevelopment Agreement. (c) The provisions of this Developer's Note shall not be deemed to amend the provisions of the Redevelopment Agreement in any respect. To the extent of any conflict or inconsistency between the provisions of the Redevelopment Agreement and the provisions of this Developer's Note, the Redevelopment Agreement shall in all instances supersede and control. [Signature page follows] 3 05392 \00547 \475743.5 i This Developer's Note is executed as of the date first written above. i United City of Yorkville, an Illinois municipal corporation By: I I Mayor Attest. City Clerk 4 05392 \00547\475743.5 Exhibit D REQUEST FOR REIMBURSEMENT City of Yorkville Yorkville, Illinois 61490 -9999 Re: Redevelopment Agreement by and among the City of Yorkville, Kendall County, Illinois, an Illinois municipal corporation; T -L Countryside LLC, a Delaware limited liability company Dear Sir: and Tri -Land Properties, Inc., an Illinois corporation (the "Developer ") You are requested to approve the disbursement of funds from the Sub - Account(s) 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. 1. Request for Reimbursement No.: 2. Payment Due to: 3. Amount to be Disbursed: 4. The amount requested to be disbursed pursuant to this Request for Reimbursement will be used to pay Redevelopment Project Costs as defined in the Agreement and as listed on the Schedule to this Request for Reimbursement. 5. The undersigned certifies that: (i) the amounts included in 3 above were made or incurred or financed and were necessary for the project and were made or incurred in accordance with the construction contracts, plans and specifications heretofore in effect; (ii) the amounts paid or to be paid, as set forth in this Request for Reimbursement, represents a part of the funds due and payable for Redevelopment Project Costs; (iii) the expenditures for which amounts are requisitioned represent proper Redevelopment Project Costs identified in the Agreement, have not been included in any previous Request for Reimbursement, have been properly recorded on the Developer's books and are set forth on the attached Schedule, with paid invoices attached for all sums for which reimbursement is requested; (iv) the moneys requisitioned are not greater than those necessary to meet obligations due and payable or to reimburse the Developer for his funds actually advanced for Redevelopment Project Costs; (v) the amount of Redevelopment Project Costs to be reimbursed in accordance with this Request for Reimbursement, together with all amounts reimbursed to the Developer pursuant to the Agreement, is not in excess of $11,870,736; (vi) the Developer is not in default under the Agreement and nothing has occurred to the knowledge of the Developer that, with the passage of time or the giving of notice or both, would cause Developer to be in default 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. T -L Countryside LLC, a Delaware corporation Date: By: Tri -Land Properties, Inc., an Illinois corporation Date: By: APPROVED: City of Yorkville, an Illinois municipal corporation 05392 \00547 \475743.5