Loading...
HomeMy WebLinkAbout21-101 Resolution No. 2 1-101 RESOLUTION AUTHORIZING EXECUTION OF A REDEVELOPMENT AGREEMENT WITH LEGEND PARTNERS, LLC FOR THE REDEVELOPMENT OF 40 DUPAGE COURT, ELGIN, ILLINOIS BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that David J. Kaptain, Mayor, and Kimberly A. Dewis, City Clerk, be and are hereby authorized and directed to execute a Redevelopment Agreement on behalf of the City of Elgin with Legend Partners, LLC, for the redevelopment of 40 DuPage Court, Elgin, Illinois, a copy of which is attached hereto and made a part hereof by reference. s/David J. Kaptain David J. Kaptain, Mayor Presented: July 14, 2021 Adopted: July 14, 2021 Omnibus Vote: Yeas: 9 Nays: 0 Attest: s/Kimberly Dewis Kimberly Dewis, City Clerk i REDEVELOPMENT AGREEMENT THIS REDEVELOPMENT AGREEMENT (this "Amement") made and entered into this lq day of.J Lk, 2021 by and between the CITY OF ELGIN, an Illinois municipal corporation(the" iff),and LEGEND PARTNERS,LLC,an Illinois limited liability company (the"Developer'). The City and Developer may be referred to collectively herein as the"Parties' and individually as a"party." WHEREAS,the City Council of the City of Elgin has adopted Ordinance Nos. S6-99, S1- 02, S2-02, S3-02 and S4-02 proposing, approving and creating the Elgin Central Area Tax Increment Financing Redevelopment Plan and Project(the "ECA TIF District") pursuant to the Tax Increment Allocation Redevelopment Act at 65 ILCS 5/11-74.4-1, et seq.; and WHEREAS,the ECA TIF District was established on April 10, 2002 and will continue for twenty-three (23)years thereafter; and WHEREAS,the Developer is the owner certain property commonly known as 40 DuPage Court, Elgin, Illinois, such property being legally described in Exhibit A attached hereto (the "Subiect Property'); and WHEREAS,the Subject Property is located within the ECA TIF District; and WHEREAS, the Subject Property is currently improved with a five-story mixed-use building which is substantially vacant and under-performing, functionally obsolete, deteriorated, and below certain minimum code standards for occupancy; and WHEREAS,the Subject Property is on the federal National Registry of Historic Places and is an integral part of downtown Elgin; WHEREAS, preservation, redevelopment and improvement of the Subject Property will be a boon to the area deemed of high importance for the vigor and financial strength of the City's downtown business district; and WHEREAS, the Developer has submitted to the City a proposal for redevelopment of the Subject Property into a 40-unit, market rate apartment building comprised of twenty (20) studio apartments, twelve (12) one-bedroom apartments and eight (8) two-bedroom apartments, with approximately 4,500 square feet of ground-floor commercial space,in accordance with floor plans, amenities and exterior improvements as set forth in Developer's Redevelopment Plan previously submitted to the City, which has been approved by the City as part of the Subject Planned Development Ordinance for the Subject Property (as defined in Section 2 below). The aforesaid plans (and any other City-required plans and details) as submitted to and approved by the City as part of the Subject Planned Development Ordinance for the Subject Property are hereafter collectively referred to as the "Approved Project Plans". For the purpose of clarification and without limiting the foregoing, the redevelopment of the Subject Property will also include the complete restoration and renovation of both the exterior and interior of the building on the Subject Property,including substantial upgrades to the building mechanical systems and components. The adaptive restoration of the building will be completed according to the National Park Service (NPS) standards for rehabilitation of historic properties. The exterior of the building will be cleaned, tuck-pointed and repaired as needed. Building amenities will include a resident meeting/lounge space and storage lockers. Renovation plans will utilize universal design concepts and incorporate energy efficient materials, fixtures and appliances; and WHEREAS,the City Council has determined,and hereby finds,that Developer's proposed redevelopment of the Subject Property as herein described will further the goals and objectives of -2 - the Elgin Central Area Tax Increment Financing Redevelopment Plan and Project and assist the City in its objective to create a more economically viable and sustainable downtown business district through strategic development that supports 24/7 activity and connects commercial corridors with residential properties, all of which are hereby declared by the City to be a valid "public purpose"of the City; and WHEREAS, Developer's proposal for the redevelopment of the Subject Property will result in an increase in the City's tax revenues, and will result in the complete renovation and restoration and adaptive re-use of an important downtown historic building; and WHEREAS, the proposed redevelopment of the Subject Property would not occur in the absence of limited development assistance from the City as herein provided; and WHEREAS, in order to facilitate the proposed redevelopment of the Subject Property as herein described which will further the goals and objectives of the Elgin Central Area Tax Increment Financing Redevelopment Plan and Project, the City has agreed to provide certain development assistance as hereinafter described; and WHEREAS, the City of Elgin is a home rule unit authorized to exercise any power and perform any function pertaining to its government and affairs; and WHEREAS, this Redevelopment Agreement, resulting in furthering and achieving the goals and objectives of the Elgin Central Area Tax Increment Financing Redevelopment Plan and Project, and resulting in the benefits to the City as hereinabove stated, are matters within the government and affairs of the City; and WHEREAS,the redevelopment of the Subject Property will create job opportunities within the City; and - 3 - WHEREAS, the redevelopment of the Subject Property will serve to further the development of adjacent areas of the City; and WHEREAS, the redevelopment of the Subject Property will strengthen the commercial sector of the downtown and the City; and WHEREAS, the redevelopment of the Subject Property will enhance the tax base of the City; and WHEREAS, the Developer meets high standards of credit worthiness and financial strengths; and WHEREAS, this Agreement is made in the best interest of the City. NOW, THEREFORE, for and in consideration of the mutual undertakings as set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Recitals. The foregoing recitals are incorporated into this Agreement in their entirety. 2. Development Application and Planned Development Ordinance. A. Developer has previously filed with the City a formal development application and petition for the rezoning of the Subject Property (such development application and petition for rezoning of the Subject Property being hereinafter referred to as the"Development Application"). All costs and expenses relating to the Development Application shall be the responsibility of and shall be paid for by the Developer. Such Development Application requested the rezoning of the Subject Property to provide for a conditional use for a Planned Development in the CCI 1 Center City zoning district to provide for the redevelopment of the Subject Property in general conformance with the Approved Project Plans, modified and amended -4- only (i) as agreed to by the Developer and the City during the development review and the zoning process and (ii) as may be required to comply with ordinances, building codes or other requirements of law (collectively the "Project Modifications"). B. On May 12, 2021, the City Council of the City of Elgin approved the Developer's development application and adopted Ordinance No. G25-21 granting a conditional use for a planned development in the CC1 Center City District for the Subject Property(the "Subject Planned Development Ordinance for the Subject Property"). The Developer's proposal as set forth in the Approved Project Plans approved in the Subject Planned Development Ordinance for the Subject Property, as possibly modified by any Project Modifications, is hereinafter referred to as "Subject Redevelopment Plan" and the redevelopment of the Subject Property in conformance with the Subject Planned Development Ordinance for the Subject Property and Subject Redevelopment Plan is hereinafter referred to as the "Subject Redevelopment". For the purpose of clarification, and except as the Approved Project Plans may be amended by Project Modifications as provided for in this paragraph, the Subject Redevelopment on the Subject Property by the Developer shall conform to those Approved Project Plans as approved by the corporate authorities of the City in connection with the Subject Planned Development Ordinance for the Subject Property. In the event of any conflict between the terms and provisions of this Agreement and the terms and provisions of the Subject Planned Development Ordinance for the Subject Property, the terms and provisions of the Subject Planned Development Ordinance for the Subject Property shall control. C. This Agreement and all of the parties' obligations hereunder are expressly subject to and contingent upon Developer securing commitments for state historic tax credits and United States Department of Interior approvals. In the event the Developer's application for historic - 5 - tax credits is not secured by the Construction Commencement Deadline (defined below), then Developer shall the right, by written notice to the City, to terminate this Agreement, whereupon, in either case, this Agreement shall be cancelled and null and void with no further liability of either party hereunder. 3. Construction of Subject Redevelopment. A. It is agreed and understood that the redevelopment assistance being provided by the City to the Developer pursuant to this Agreement is being provided for the sole purpose of assisting the Developer with the Subject Redevelopment of the Subject Property as described in this Agreement. The redevelopment of the Subject Property shall conform in all respects with the Subject Planned Development Ordinance for the Subject Property and as directed by the City to the extent necessary to comply with other applicable ordinances, building codes or other requirements of law. The Developer shall also cause all work performed in connection with the Subject Redevelopment of the Subject Property to be performed in a workmanlike manner. Except as otherwise provided in this Agreement, all costs and expenses relating to the Subject Redevelopment of the Subject Property including, without limitation, the construction of the Subject Redevelopment on the Subject Property,shall be the responsibility of and shall be paid for by the Developer. B. Developer shall,within one hundred twenty(120)days of the date the City adopted the Subject Planned Development Ordinance, submit to the City and to all other governmental bodies or agencies thereof having jurisdiction over the Subject Redevelopment (if any) applications for all permits required to perform the Subject Redevelopment in accordance with the Subject Redevelopment Plans approved by the City(collectively the"Required Permits"). - 6 - C. Developer shall commence construction of the Subject Redevelopment on the Subject Property within one hundred eighty (180) days of the issuance to the Developer by the City and by any other governmental body or agency having jurisdiction over the Subject Redevelopment, of all Required Permits (the "Construction Commencement Deadline"), subject, however, to reasonable extension by reason of Force Majeure (as hereafter defined). Developer shall be deemed to have commenced construction of the Subject Redevelopment on the Subject Property upon Developer obtaining a building permit from the City for the Subject Redevelopment and the commencement of initial construction activities associated with the Subject Redevelopment. In the event the Developer does not commence construction by the first to arrive of(i) the Construction Commencement Deadline (as same may be extended as provided herein) or (ii) the first business day that is two hundred seventy (270) days after the City adopted the Subject Planned Development Ordinance for the Subject Property, subject, however, to reasonable extension by reason of Force Majeure, then Developer shall provide the City notice of non-commencement, whereupon, absent any written agreement between the parties to extend the Construction Commencement Deadline, either party shall have the right, by written notice to the other, to terminate this Agreement, whereupon this Agreement shall be cancelled and null and void with no further liability of either party hereunder. D. Upon Developer commencing construction of the Subject Redevelopment on the Subject Property,the Developer shall continue with the construction of the Subject Redevelopment in as expeditious a manner as is reasonably practicable. The Developer shall substantially complete the Subject Redevelopment on the Subject Property on or before the last day of the twentieth (20a') month following the commencement of construction of the Subject - 7 - Redevelopment(the"Completion Date");provided,however,that such Completion Date shall be extended by one day for each day for which construction is delayed or stopped due to accident, strikes, shortage of materials, extreme weather, acts of God, pandemic (including the current Covid-19 virus and any variant thereof), government shutdown, public health crisis, undue delay by the City in issuing any required permits for which application has been properly made by the Developer,or lawsuits or other administrative actions brought by any third party that has the effect of hindering or delaying Developer's performance hereunder(such occurrences being individually or collectively hereinafter referred to as "Force Maieure"). In the event Developer requires any further extension of any of the Completion Dates for the Subject Redevelopment of the Subject Property other than by reason of Force Majeure, any such requests shall be submitted to the City in writing specifying the reasons for such an extension and the amount of additional time being requested. Any agreement by the City to further extend the Completion Date for the Subject Redevelopment of the Subject Property shall be at the sole discretion of the City Council of the City. E. The Subject Redevelopment of the Subject Property shall be deemed "substantially completed"when the Developer has completed all of the improvements proposed to be constructed and installed in connection with the Subject Redevelopment, subject to only customary "punchlist" work to be completed, and has obtained a temporary or final occupancy permit for the building on the Subject Property and temporary or final occupancy permits for all of the apartments within the building. Notwithstanding the foregoing, to the extent requested by the Developer and consistent with the City's ordinances the City will issue temporary certificates of occupancy for apartments on specific floors even though all redevelopment work on other floors has not been completed, it being the intention of the parties to allow for the possible incremental - 8 - occupancy of the apartments as they are completed on a per-floor basis so long as life and safety codes and ordinances are adhered to. 4. Development Assistance from City. A. In consideration of the Developer completing the Subject Redevelopment of the Subject Property set forth in this Agreement,the City agrees to provide the development assistance to the Developer set forth in this Section 4. In the event of Developer's completion of the Subject Redevelopment of the Subject Property the City agrees to provide the Developer monetary development assistance of Three Million One Hundred Forty Six Thousand Seven Hundred and Twenty Three and 00/100 Dollars ($3,146,723.00) (the "Subject Monetary Development Assistance")plus a contingency fund in the amount of Seven Hundred Eighty One Thousand One Hundred Eighty Two and 00/100 Dollars ($781,182.00) for unforeseen conditions, extras, labor increases, material pricing increases, Approved Project Plan revisions, delays and such other additional development costs of Developer (the "Contingency Fund'). The Subject Monetary Development Assistance and Contingency Fund shall be paid by the City to the Developer to reimburse the Developer for Subject Redevelopment Costs(as hereinafter defined)incurred by the Developer in connection with the Subject Redevelopment of Subject Property. Redevelopment Project Costs shall be defined as provided in 65 ILCS 5/11-74.4-3(q), which are incurred by Developer in connection with the Subject Redevelopment of the Subject Property and which are eligible under law for reimbursement from the City's ECA TIF District (such costs as defined in 65 ILCS 5/11-74.4-3(q), which are incurred by the Developer in connection with Subject Redevelopment of the Subject Property and which are eligible under law for reimbursement from the City's ECA TIF District are hereinafter referred to as "Redevelopment Project Costs"). - 9 - B. It is expressly agreed and understood that, regardless of the actual amount of the Redevelopment Project Costs incurred by the Developer, the City's Subject Monetary Development Assistance to Developer shall nonetheless be limited to an amount not to exceed Three Million Nine Hundred Twenty-Seven Thousand Nine Hundred Five and 00/100 Dollars ($3,927,905.00),inclusive of the Contingency Fund. As a condition of the right to receive payment from the City of the Subject Monetary Development Assistance and Contingency Fund,Developer shall be required to document to the City's reasonable satisfaction evidence of sufficient funds and financing to complete the Subject Redevelopment and document that it has incurred Redevelopment Project Costs in connection with the Subject Redevelopment of the Subject Property in the amount of the reimbursements being requested. The Subject Monetary Development Assistance and Contingency Fund shall be utilized by the Developer solely and only for the payment of Redevelopment Project Costs for the Subject Redevelopment of the Subject Property. C. The City shall pay the Subject Monetary Development Assistance to the Developer in increments at each Payment Eligibility Date(as defined in the following table) as follows: Payment Description of Payment Eligibility Amount of Subject Monetary No. Development Assistance to be aid to Developer 1 Developer has provided to the City Twenty-five percent (25%) of evidence that twenty-five percent(25%) the Subject Monetary of the Subject Redevelopment has been Development Assistance, to be completed as certified to the City by the deposited into the Developer's Developer's project architect and by construction escrow at the title such third-party architect as the City insurance company being used may, in its discretion, elect to retain to by Developer for making oversee the completion of the work. construction payouts for the work being performed on the Subject Redevelopment of the Subject Property. 2 Developer has provided to the City An additional twenty-five evidence that fifty percent (50%) of the percent (25%) of the total - 10 - Subject Redevelopment has been Subject Monetary Development completed as certified to the City by the Assistance, to be deposited into Developer's project architect and by the Developer's construction such third-party architect as the City escrow at the title insurance may, in its discretion, elect to retain to company being used by oversee the completion of the work. Developer for making construction payouts for the work being performed on the Subject Redevelopment of the Subject Property, making the amount disbursed to Developer not more than fifty percent (50%) of the Subject Monetary Development Assistance to be aid by the City. 3 Developer has provided to the City An additional twenty-five evidence that seventy-five percent percent (25%) of the total (75%) of the Subject Redevelopment Subject Monetary Development has been completed as certified to the Assistance, to be deposited into City by the Developer's project architect the Developer's construction and by such third-party architect as the escrow at the title insurance City may,in its discretion, elect to retain company being used by to oversee the completion of the work. Developer for making construction payouts for the work being performed on the Subject Redevelopment of the Subject Property, making the amount disbursed to Developer not more than seventy-five percent (75%) of the Subject Monetary Development Assistance to be paid by the City. 4 When the work required to complete the The unpaid balance of the Subject Redevelopment is substantially Subject Monetary Development completed, as defined in Section 3(E) Assistance; provided that the hereof, as certified to the City by the City may hold back an amount Developer's project architect and by estimated to be the reasonable such third-party architect as the City cost to complete all punchlist may, in its discretion, elect to retain to items, if any. oversee the completion of the work. D. Developer may also request the City to disburse portions of the Contingency Fund for eligible expenses in conjunction with the four Payment Eligibility Dates for the - 11 - Subject Monetary Development Assistance in the proceeding subsection C, provided Developer has provided to the City evidence that the Contingency Fund work was reasonably necessary and has been completed as certified to the City by the Developer's project architect and by such third-party architect as the City may, in its discretion, elect to retain to oversee the completion of the work ("Eligible Contingency Funds"). Such payments of Eligible Contingency Funds shall be in installments coinciding with the four installments of the Subject Monetary Development Assistance in the proceeding subsection C and shall be in the amount of twenty-five percent (25%) of the then Eligible Contingency Funds for each the first three installments and in the amount of the unpaid balance of the Eligible Contingency Funds for the final installment. E. The City agrees to rebate a portion of the real estate taxes paid by the Developer for the Subject Property as described in this subsection. For the five (5) year period commencing upon the completion of the Subject Redevelopment of the Subject Property by the Developer, the City agrees to rebate to Developer,real estate taxes for the Subject Property paid by Developer, or its affiliate, successor, or assignee, in excess of Fifty Thousand Dollars ($50,000.00) in any of those five(5)real estate tax years. For the purposes of clarification and example, in the event the real estate taxes paid by Developer for the Subject Property for the real estate tax year 2020 payable in 2021 are in the total amount of Sixty Thousand Dollars ($60,000.00), the City shall rebate to Developer for that real estate tax year the amount of Ten Thousand Dollars ($10,000.00). Following the payment of all the real estate taxes for the Subject Property for the applicable tax year, Developer shall provide the City proof of payment thereof and a request for the rebate pursuant to this Section in the event the real estate taxes paid for the Subject Property exceed Fifty Thousand Dollars ($50,000.00) for that real estate tax year. The City shall pay the rebate to Developer within thirty(30) days of receiving such documentation and request. - 12 - F. In addition to the Subject Monetary Development Assistance to be provided to the Developer as defined in the preceding subsections of this Section 4, the City also hereby agrees that, for the five (5) year period commencing upon substantial completion of the Subject Redevelopment of the Subject Property as defined in Section 3E hereof, the City shall make available to residents of the residential apartment units on the Subject Property("Subject Building Residents"), forty(40)reserved parking spaces(or such lesser number as may be requested of the City from time to time) in one or more of the Qualifying City Parking Lots (hereafter defined) as determined by the City, for use by such residents for the parking of their personal automobiles, subject to the following: (i) Such parking rights shall be evidenced by permits ("Reserved Parking Permits") issued by the City to Subject Building Residents, specifying the particular parking space within a Qualifying City Parking Lot the use of which has been reserved for such Subject Building Residents; (ii) Each Subject Building Residents shall be required to pay to the City for the continued use of such Reserved Parking Permits the sum of Thirty Dollars ($30.00)per month,payable in advance in 6-month increments; (iii) The City shall post on each such designated parking space a sign designating that parking space as being reserved for use by the holder of the Reserved Parking Permit corresponding to such space,and shall reasonably cooperate in enforcing the exclusive parking rights of the holder of each such Reserved Parking Permit; (iv) The City shall have the right, in the exercise of its reasonable discretion, to move the location of any designated parking space from one Qualifying City - 13 - Parking Lot to another Qualifying City Parking Lot upon not less than Sixty (60)days prior written notice to the Developer(or its successors)and to the holder(s)of the Reserved Parking Permit(s) affected by such relocation; (v) The City shall not issue any Reserved Parking Permit to any Subject Building Resident without the prior express written authorization of the manager of the apartment project on the Subject Property,and will promptly revoke the Reserved Parking Permit previously issued to a Subject Building Resident upon notification from the apartment project manager that such Subject Building Resident's tenancy within the building on the Subject Property has been terminated; and (vi) The term "Qualifying City Parking Lots" shall mean any City operated public parking lot situated within five hundred (500) feet of the Subject Property measured from property line to property line. (vii) The up to forty(40)reserved parking spaces provided for in this Section 4F shall initially be assigned by the City to either the City parking facility at the intersection of Spring and Chicago and/or the City parking lot at the intersection of Grove and Chicago, subject to the City's reasonable discretion to move the location of any designated parking space provided for in Section 4F (iv)hereof. (viii) The City's obligation to make available to the Subject Building Residents the Reserved Parking Spaces provided in this Section 4Fis subject to and conditioned upon the City continuing to operate Qualified City Parking Lots during the five (5) year period as specified in this Section 4F. - 14 - G. In addition to the Subject Monetary Development Assistance to be provided to the Developer as defined in the proceeding subsections of this section 4, the City also hereby acknowledges and agrees to reasonably cooperate and support, at no cost to the City, applications by the Developer seeking state historic tax credits. The City also agrees to grant to the Developer during the construction of the Redevelopment on the Subject Property by the Developer temporary construction easements on City owned property adjacent to the Subject Property reasonably necessary for the construction of the Redevelopment on the Subject Property. Such temporary construction easements shall be in a form approved by the City's Corporation Counsel. H. The parties understand and agree that the Subject Monetary Development Assistance,Contingency Fund and the other assistance being provided by the City to the Developer as set forth in this Section 4 are expressly subject to and contingent upon the Developer completing and maintaining the Subject Redevelopment of the Subject Property as set forth in this Agreement. In the event the Developer fails to complete the Subject Redevelopment of the Subject Property as required in this Agreement, or fails to maintain and operate the Subject Redevelopment on the Subject Property as described and required in this Agreement, the parties understand and agree that the City will not be providing the Subject Monetary Development Assistance,the Contingency Fund and any other assistance to the Developer pursuant to this Agreement or otherwise. Upon the occurrence of an Event of Default on the part of the Developer(as defined in Section 9) then, in addition to other remedies available to the City at law,equity or otherwise,the City shall recover any Subject Monetary Development Assistance previously paid to the Developer and may terminate any further and other assistance being provided to the Developer. 5. Market Rate Apartment Buildinyz. The Subject Redevelopment of the Subject Property shall be a 100% Market Rate Apartment Building. For the purposes of this - 15 - Agreement, the term "100 % Market Rate Apartment Building" shall mean that there shall be no restrictions with respect to income or rent for the rental of apartments whether by restriction to deed, title to the property or otherwise, and no project based governmental or quasi-governmental subsidy which results in restrictions with respect to income or rent for the rental of apartments within the Subject Property shall be in place with respect to the Subject Redevelopment of the Subject Property during the Redevelopment Term. Developer agrees that the Subject Redevelopment on the Subject Property shall be maintained and remain as a 100% Market Rate Apartment Building for a period of not less than the Redevelopment Term. 6. Redevelopment to Remain on Subject Property. The Developer agrees that except as otherwise agreed to by the City, the Subject Redevelopment on the Subject Property shall be maintained and remain on the Subject Property for a period of not less than twenty-five (25) years following the date of this Agreement(the"Redevelopment Term"). 7. Assessment of Subject Property. The City and the Developer agree that the Subject Redevelopment of the Subject Property should be assessed for general real estate taxes in the manner provided by Illinois Compiled Statutes as they may be amended from time to time. This provision shall not be deemed to prevent the Developer or its successors or permitted assigns from appealing or challenging assessments against the Subject Redevelopment on the Subject Property which Developer or its successors or permitted assigns consider to be contrary to law. Notwithstanding any other provisions of this Agreement to the contrary,the Developer agrees that during the Redevelopment Term neither the Developer nor any person affiliated with the Developer, or any successor or permitted assign of the Developer, shall do any of the following: - 16 - A. Request a full or partial exemption for general real estate taxes for any portion of the Subject Property or the improvements thereon; B. Request a full or partial abatement of general real estate taxes for any portion of the Subject Property or the improvements thereon; C. Request an assessment at a value not otherwise permitted by law. 8. Compliance with Laws. A. Notwithstanding any other provisions of this Agreement it is expressly agreed and understood by Developer and the City that in connection with the performance of this Agreement and the redevelopment of the Subject Property with the Subject Redevelopment,including without limitation, Developer's construction of residential units on the Subject Property, the Developer shall comply with all applicable federal,state,city and other requirements of law. Developer shall also at its expense secure all permits and licenses, pay all charges and fees and give all notices necessary and incident to the due and lawful prosecution of the work necessary to provide for the Subject Redevelopment of the Subject Property as described in this Agreement. To the extent the City has jurisdiction over the issuance of any such permits, the City agrees to act reasonably and on an expedited basis in the consideration and review of, and action upon all such permit applications that are properly and completely submitted to the City by the Developer or its successors. B. The City represents that the Subject Property is in an area designated as a "River Edge Redevelopment Zone" (as created by the River Edge Redevelopment Zone Act 60 ILCS 115110-1 et.seq.).The City agrees to give its reasonable cooperation and support to any application by the Developer to seek lawful benefits eligible to properties, such as the Subject Property, situated within such zone. - 17 - 9. Default. The City and Developer agree that an"Event of Default"shall be deemed to have occurred with respect to either party if(a) such party materially breaches it obligations hereunder and (b) such breach remains uncured for more than thirty (30) days following written notice thereof to such breaching party by the other party; provided, however, that if the nature of the breach is such that it cannot reasonably be completely cured within thirty(30)days of the date of such notice,then so long as the notified party commences such cure within said thirty(30)days and thereafter diligently pursues the completion of such cure in good faith, then such the party shall not be deemed to have breached this Agreement and the other party shall not seek to enforce any remedies against said notified party. 10. Remedies. Upon the occurrence of an Event of Default with respect to either party (such party being hereafter referred to as the"Party in Default"), the other party(in such context the "Aggrieved Party") shall, except as otherwise provided in this section, be entitled to pursue any and all available remedies as specified herein or otherwise available at law, equity or otherwise. Notwithstanding the foregoing or anything else to the contrary in this Agreement,with the sole exception of an action to recover the Subject Development Monetary Assistance the City has agreed to pay pursuant to the preceding Section 4 hereof,no action shall be commenced by the Developer against the City for monetary damages. The parties hereto further agree that any action by the Developer arising out of this Agreement must be filed within two (2) years of the date the alleged cause of action arose or the same shall be time barred. Venue for the resolution of any disputes or the enforcement of any rights pursuant to this Agreement shall be in the Circuit Court of Kane County, Illinois. The provisions of this section shall survive any termination, completion and/or expiration of this Agreement. 11. Time. Time is of the essence of this Agreement. - 18 - 12. Notices. All notices herein required shall be in writing and shall be served on the parties at the following addresses: If to City: City of Elgin Attn: Richard Kozal,City Manager 150 Dexter Court Elgin, IL 60120 Email:kozal,._r@cityofelgin.org With copy to: William A. Cogley, Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120 Email: cogley w@cityofelgin.org If to Developer: Legend Partners, LLC Attn: Daniel Strojny 4811 Emerson Avenue, Suite 112 Palatine, IL 60067 Email: dan@chicagolandcommercial.com with a copy to: Michael A. Alesia, Esq. Michael A. Alesia&Associates,P.C. 1701 East Woodfield Road, Suite 925 Schaumburg, IL 60173 Email: malesia@alesialaw.com Any such notices may be sent by (a) certified mail, return receipt requested, in which case notice shall be deemed delivered on the date of deposit,postage prepaid in the U.S.mail or(b)a nationally recognized overnight courier, in which case notice shall be deemed delivered on the date of deposit with such courier or(c)by email to the parties at the email addresses, in which case notice shall be deemed delivered upon electronic transmission or (d) by personal delivery. The above addresses and email addresses may be changed by notice to the other party;provided that no notice of a change of address or email address shall be effective until actual receipt of such notice. Notice on behalf of any party may be given by such party or its counsel to the other party and/or its counsel. - 19 - 13. Interpretation. This Agreement shall be construed, and the rights and obligations of the City and the Developer hereunder shall be determined in accordance with the laws of the State of Illinois without reference to its conflict of laws rules. 14. Relationship of the Parties. This Agreement shall not be deemed or construed to create an employment,joint venture, partnership or other agency relationship between the parties hereto. 15. Failure to Enforce Provisions. The failure by a party to enforce any provision of this Agreement against the other party shall not be deemed a waiver of the right to do so thereafter. 16. Amendments. This Agreement may be modified or amended only in writing signed by both parties hereto, or their permitted successors or assigns as the case may be. 17. Entire Agreement. This Agreement contains the entire agreement and understandings of the parties hereto with respect to the subject matter as set forth herein, all prior agreements and understandings having been merged herein and extinguished hereby. 18. Joint and Collective Work Product. This Agreement is and shall be deemed and construed to be a joint and collective work product of the City and the Developer, and, as such, this Agreement shall not be construed against the other party, as the otherwise purported drafter of same, by any court of competent jurisdiction in order to resolve any inconsistency, ambiguity, vagueness or conflict, if any, in the terms and provisions contained herein. 19. Assignment. A. This Agreement shall be binding on the parties hereto and their respective successors, successors in title, grantees and assigns and shall run with the land. A memorandum of this Agreement shall be recorded by the City against the title of the Subject Property. This Agreement and the obligations herein may not be assigned without the express written consent of - 20 - each of the parties hereto, which consent may be withheld at the sole discretion of either of the parties hereto. Notwithstanding the foregoing, upon completion of the Subject Redevelopment, the Developer may assign its rights hereunder to any successor owner of the Subject Property, which assignee shall have and enjoy all of the rights of the Developer hereunder. In the event Developer assigns this Agreement advance written notice of such assignment shall be provided to the City. Any such assignment shall expressly provide that the assignee shall comply with all terms and requirements of this Agreement. B. An"assignment"shall not be deemed to have occurred on the part of the Developer if the Developer elects to have title to the Subject Property taken and held by a single purpose entity owned and / or controlled by the Developer or by the Developer's affiliates, principals, lenders, investors or if required for the historic tax credits. 20. No Conflicting Interests. In compliance with 50 ILCS 105/3.1, Developer shall provide the City with a written statement subscribed by an owner, authorized trustee, corporate official, or managing agent of the Developer, under oath, disclosing the identity of every person having an interest, real or personal, in the Developer and every equity owner entitled to receive more than seven and one/half percent(7.5%) of the total distributable income of the Developer. 21. Indemnification. To the fullest extent permitted by law, Developer agrees to and shall indemnify, defend and hold harmless, the City, its officials, officers, employees, attorneys, agents, boards and commissions from and against any and all claims, suits, judgments, costs, attorney's fees,damages or other relief,including but not limited to workers' compensation claims, in any way resulting from or arising out of or alleged to be resulting from or arising out of the negligent actions or omissions of the Developer in connection herewith, including negligent acts or omissions of Developer's employees, agents, contractors or subcontractors in the performance - 21 - of the redevelopment work contemplated by this Agreement, or in any way resulting from or arising out of or alleged to be resulting from or arising out of any violation and/or breach of law by the Developer or its employees or agents. In the event of any action against the City, its officials, officers, employees, agents, attorneys, boards or commissions covered by the foregoing duty to indemnify,defend and hold harmless,such action shall be defended by legal counsel of the City's choosing. The provisions of this Section shall survive any termination, completion and/or expiration of this Agreement. 22. No Liability. No past, present or future elected or appointed official, officer, employee,attorney,agent or independent contractor of the City shall be charged personally or held contractually liable under any term or provision of this Agreement including, but not limited to, because of their negotiation, approval, execution or attempted execution of this Agreement. 23. Reports. Developer agrees to and shall provide to the City written reports on the status of the Subject Redevelopment of the Subject Property. Such written reports shall be provided to the City on a quarterly basis following the entry into this Agreement and shall continue for five(5)years after the Completion Date. 24. Counterparts and Execution. This Agreement may be executed in counterparts, each of which shall be an original and all of which shall constitute one and same Agreement. This Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the force and effect as an original signature. Without limitation, "electronic signature" shall include faxed versions of an original signature or electronically scanned and transmitted versions(e.g., PDF)of an original signature. - 22 - IN WITNESS WHEREOF, the parties hereto have entered into and executed this Agreement on the date and year first written above. CITY OF IN, a I ' i l c oration By: M' 'or A s City Clerk Tj LEGEND PARTNERS,LLC, an Illinois limited liability company By: tr a FALegal Dept\Agreement\Redevelopment Agr-Legend Partners-Clean 7-I-2I.docx -23 - EXHIBIT A LEGAL DESCRIPTION OF SUBJECT PROPERTY LOT 9 IN BLOCK 15 OF THE ORIGINAL TOWN OF ELGIN, ON THE EAST SIDE OF THE RIVER, IN THE CITY OF ELGIN, KANE COUNTY, ILLINOIS Common Address: 40 DuPage Court, Elgin, IL 60120 PIN: 06-14-434-01 - 24 -