HomeMy WebLinkAbout22-207 Resolution No. 22-207
RESOLUTION
AUTHORIZING EXECUTION OF AN AGREEMENT WITH FIRST AMERICAN BANK AS
TRUSTEE UNDER TRUST AGREEMENT 1-04-112 DATED JUNE 4, 2004 IN
CONNECTION WITH THE DEMOLITION OF CERTAIN PROPERTIES LOCATED
WITHIN THE ELGIN CENTRAL AREA TAX INCREMENT FINANCING
REDEVELOPMENT PLAN AND PROJECT(ECA TIF DISTRICT)
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 an Agreement on behalf of the City of Elgin with First American Bank as
Trustee Under Trust Agreement 1-04-112 dated June 4, 2004, in connection with the demolition
of certain properties located within the Elgin Central Area Tax Increment Financing
Redevelopment Plan and Project(ECA TIF District), a copy of which is attached hereto and made
a part hereof by reference.
s/David J. Kaptain
David J. Kaptain, Mayor
Presented: December 7, 2022
Adopted: December 7, 2022
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
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AGREEMENT
TPIIS AGREEMENT ("Agreement") is made and entered into this 7th day of
December , 2022, by and between the CITY OF E:LGIN, an Illinois municipal corporation
(hereinafter referred to as the"City");and First American Bank as Trustee Under Trust Agreement
1-04-112, Dated June 4,2004 (hereinafter referred to as"Owner").
WHEREAS,the City Council of the City of Elgin has adopted OrdinanceNos. S6-99, S I-
02, S2-02, S3-02 an.d S4-02 proposing, approving and creating the Elgin Central Area Tax
Increment Financing Redevelopment Plan and Project (the "ECA TIT' 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 Owner is the owner of those certain properties commonly known as 50
Kimball Street, 260 Brook Street, 276 Brook Street, 275 N. Grove/55 Franklin Street, and 314-
320 Brook Street/69 Aim Street,Elgin,Illinois,(hereinafter collectively referred to as the"Subject
Properties"); and.
WHEREAS.,the Subject.Properties are located within the ECA TIP District; and
WHEREAS, the Subject. Properties are currently improved with a various buildings,
structures and surface improvements and such improvements are vacant,obsolete,deteriorated and
in.a condition below minimum code standards; and
WHEREAS, the Owner has acquired the Subject Properties and desires to demolish the
improvements thereon and thereafter hold the Subject Properties for redevelopment; and
WHEREAS, the City Council of the City of Elgin has determined that the Owner's
proposal to demolish the improvements on the Subject Properties and to thereafter hold the
property for further redevelopment will further the goals and objectives of the Elgin Central Area
Tax Increment Financing.Redevelopment Plan and Project; and
WHEREAS,. Owner's proposal to demolish the existing improvements on the Subject
Properties and to thereafter redevelop the Subject Properties will likely result in eventual increases
• in the City's tax revenues.; and.
WHEREAS, it is unlikely that the redevelopment of the Subject Properties will occur in
absence of limited development assistance from the City; and
WHEREAS, in order to provide for the demolition of the existing sub-standard
improvements on.the Subject Property and the eventual redevelopment of the Subject Properties
which will:further the.goals and the objectives of the Elgin Central Area Tax Increment Financing
Redevelopment Plan and Project and which will result in likely increases in the City's tax base,
the City has agreed to provide certain financial assistance for the demolition of the sub-standard
improvements on the Subject Properties as hereinafter described; and
WHEREAS, costs for the demolition of buildings and site improvements are an eligible
and reimbursable redevelopment project cost pursuant to Section 5/11-74,4-3(q) of the Tax
Increment Allocation Redevelopment Act;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 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 future increases in the City's tax base ate matters which pertain to the government and affairs
of the City; and
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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 incorpo:rated into this Agreement in their
entirety..
2. Demolition of Improvements on Subject Properties. Owner agrees to and shall
• on or before.. �ye =2023,provide for the demolition of all of the improvements on the Subject
Properties including the demolition and removal of all buildings,parking lot improvements and all
other structures and appurtenances pursuant to the proposal from Langos Corp dated September
13, 2022, attached hereto and made a part hereof as Exhibit A. Without limiting the foregoing,
the water and sanitary sewer utility service lines serving the various properties which comprise the
Subject Properties shall also be removed in connection with the demolition of the improvements
on the Subject Properties. As part of the demolition of the improvements on the Subject Properties
the Owner shall cause its contractor to cut the water and sanitary sewer utility service lines at the
property lines and remove the water and sanitary sewer utility service lines from the Subject
Properties. The City shall thereafter at its cost and according to a schedule determined by the City
remove the remaining portions of the water and sanitary sewer utility service lines in'the public
right-of-way adjacent to 'the Subject Properties. The demolition of the improvements on the
Subject Properties shall also include the Owner providing for the soil stabilization of the Subject
Properties with grass seed following the demolition and removal of all improvements as required
by applicable city ordinances. •
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3. Monetary Assistainc:e from City.
In consideration of the Owner providing for the demolition of all of the improvements on the
Subject Properties as set forth in this Agreement, the City agrees to pay to the Owner the cost of
the demolition of such improvements in the amount not-to-exceed$308,650.00.The City shall pay
such monies to the Owner within thirty (30) days of the Owner having completed the demolition
of the improvements on the Subject Properties including the subsequent soil stabilization of the
Subject Properties with grass seed and having submitted to the City documentation evidencing the
cost of the demolition of the improvements on the Subject Properties.
4. Compliance with Laws. Notwithstanding any other provisions of this Agreement
it is expressly agreed and understood by Owner and the City that in connection with the
performance of this Agreement and, including without limitation, Owner's demolition activities
on the Subject Properties,that Owner shall comply with all applicable federal,state, city and other
requirements of law, Owner shall also at its expense secure all permits and licenses,pay all charges
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and fees and give all notices necessary and incident to the due and lawful prosecution of the work.
necessary to provide for the demolition activities on the Subject Properties as described in this
Agreement. Notwithstanding the foregoing, the City agrees to waive the cost of the demolition
permit to be issued by the City for the d.e:molition of the improvements on the Subject Properties,
5. Default. The City and Owner agree that,in the event of a default by the other party,
the other party shall, prior to taking any such actions as may be available to it, provide written
notice to the defaulting.partystatingthat theyare givingthe defaulting partythirty(30)days within.
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which to cure such default. If the default shall not be cured within the thirty (30) days period
aforesaid, then the party giving such notice shall be permitted to avail itself of remedies to which
it may be entitled under this Agreement. Notwithstanding the foregoing,if the nature of the default
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is such that it cannot reasonably be completely cured within thirty (30) days, then so long as the
party in default commences such,cure within. said. 30 days and thereafter diligently pursues the
completion of such cure in good faith, then such the party not in default shall not seek to enforce
any remedies against said party in default.
6. Remedies, If either party fails or refuses to carry out any of the material covenants
or obligations hereunder, the other 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 exceptions of an action to recover th.e monetary assistance the City has
agreed to pay pursuant to the preceding Section 3 hereof, no action shall be commenced by the
Owner against the City for monetary damages. Owner hereby further agrees to and does hereby
waive any and ill claims or rights to interest on money claimed to be due pursuant to this
Agreement, and waives any and all such rights to interest which it claims. it m.ay otherwise be
entitled pursuant to law,including, but not limited to, the Local Government Prompt Payment Act
(50 ILCS .501/1 et seq.
),q), as amended, or the Illinois Interest Act (815 :CL,C:S o�,05/1, of seq.), as
amended. The parties hereto further agree that any action by the Owner arising out of this
.Agreement must be filed: within one (1) year of the date the alleged. cause of action arose or the
same will 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.
7. Time. Time is of the essence of this Agreement.
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8. Notices. All notices shall be required to be in writing and shall be served on the
at the addresses followingtheir The mailingof a notice byregistered or certified
partiessignatures.
mail,return receipt requested, or personal delivery by courier service shall be sufficient service,
9. Interpretation. This Agreement shall.be construed,and the rights and obligations
of the City and the Owner hereunder shall be determined in accordance with the laws of the State
of Illinois without reference to its conflict of laws rules.
10. 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.
1.i. 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 d.o so thereafter.
12. 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.
13. 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.
14. 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 Owner, 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.
15. Assignment. This Agreement shall be binding on the parties hereto and their
respective successors and permitted assigns. This Agreement and the obligations herein may not
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be assigned without the express written consent of each of the parties hereto, Which consent may
be withheld at the sole discretion of either of the parties hereto,
16. No Conflicting Interests. In compliance with 50 11..CS 105/3.1, Owner shall
provide the City with a written statement subscribed by an owner, authorized trustee, corporate
official, or managing agent, under oath, disclosing the identity of every Owner and beneficiary
having any interest, real or personal, in the Subject Properties, and every member, shareholder,
limited partner,or general partner entitled to receive more than seven and one/half(7'/2%) percent
of the total distributable income of any limited liability, corporation,or limited partnership having
any interest, real or personal,in the Subject Properties.
1.7. Indemnification. To the.fullest extent permitted by Iaw, Owner 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, attomey'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 negligent
actions or omissions of the Owner in connection herewith, including negligence or omissions of
employees, agents, contractors or subcontractors of the Owner arising out of the demolition
activities on the Subject Property. 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.
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The provisions of this Section shall survive any termination, completion and/or expiration of this
Agreement.
1.8. Counterparts and Execution. This Agreement may be executed in counterparts,
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each of which shall be an original and all of which shall constitute one and the same agreement.
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This Agreement may be executed. electronically, and any signed copy of this Agreement
transmitted by facsimile machine or email shall be treated in all mariners and respects as an original
document. The signature of any party on a copy of this Agreement transmitted by facsimile
machine or email shall be considered for these purposes an original signature and shall have the
same legal effect as an original signature.
IN. WITNESS WHEREOF, the parties hereto have entered into and executed this
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Agreement on the date and year first written above.
CITY O:F I;:C,GIN, a�.nuriici 7al O V✓NER: not personally but sol s trustee"
corporate y 20 jr-vfst"liM44 j71A-S a►n?
By By
or Tts
Att t: Angelo M.Marmquin
Asst.Vice President-Trust Ofiicer
-ate/
ity Clerk-7 Exoneration provision restricting any liability
of First American Bank attached hereto
is expressly made a part hereof. •
City of Elgin OTTO Engineering
c/o City'Manager 2 E. Main Street
150 Dexter Court Carpent.e:rsvilie, IL 60110
Elgin,IL 60120-5555 Attention: Tom Roeser, President
With a Copy of Any Notice to:
William A. Cooley
Corporation Counsel FIRST AMERICAN BANK
City of Elgin Executes this document specifically
• 150 Dexter Court t imi ed to ing p ,�p
Elgin,IL 60120=5555
But 1 �,non �nrl excluc�i, r�aragr f�''
title. • •
• from its,execution disclaims any and all
, liability attached hereto.
• Legal Dept\Agreement\First American 13atik-Roeser.properties-Demolition-Clean•9-27-22.docx
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Exculpatory Rider
This instrument is executed by First American Bank, as Trustee under the provisions of a Trust
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Agreement dated 100,y/ ? Y
L , and known as Trust No. 1"D 4 , not
personally but solely as Trustee aforesaid, in the exercise of the power and authority conferred
upon and vested in it as such Trustee.This instrument is executed and delivered by the Trust solely
in the exercise of the powers expressly conferred upon the Trustee under the Trust and upon the
written direction of the beneficiaries and /or holders of the power of direction of said Trust and
First American Bank,warrants that it possesses full power and authority to execute this instrument.
It is expressly understood and agreed by and between the parties hereto, anything herein to the
contrary notwithstanding, that each and all of the representations, warranties, covenants,
undertakings and agreements herein made on the part of the Trustee while in form purporting to
be the said representations, warranties, covenants, undertakings and agreements of said Trustee
are each and every one of them not made with the intention of binding First American Bank,in its
individual capacity,but are made and intended solely for the purpose of binding only that portion
of the Trust property specifically described herein. No personal liability or personal responsibility
is assumed by or nor shall at any time be asserted or enforceable against First American Bank on
account of any representations,Warranties,(including but not limited to any representations and/or
warranties in regards to potential and/or existent Hazardous Waste) covenants, undertakings and
agreements contained in the instrument, (including but not limited to any indebtedness accruing
plus interest hereunder) either express or implied or arising in any way out of the transaction in
connection with which this instrument is executed, all such personal liability or responsibility, if
any,being expressly waived and released, and any liability (including any and all liability for any
violation under the Federal and/or state Environmental or Hazardous Waste laws)hereunder being
specifically limited to the Trust assets, if any, securing this instrument. Any provision of this
instrument referring to a right of any person to be indemnified or held harmless, or reimbursed by
the Trustee for any costs, claims, losses, fines, penalties, damages, costs of any nature including
attorney's fees and expenses, arising in any way out of the execution of this instrument or in
connection thereto are expressly waived and released by all parties to and parties claiming, under
this instrument. Any person claiming or any provision of this instrument referring to a right to be
held harmless,indemnified or reimbursed for any and all costs,losses and expenses of any nature,
in connection with the execution of this instrument,shall be construed as only a right of redemption
out of the assets of the Trust. Notwithstanding anything in this instrument contained, in the event
of any conflict between the body of this rider and the body of the attached instrument, the
provisions of this rider shall control, Trustee being fully exempted,nothing herein contained shall
limit the right of any part to enforce the personal liability of any other party to this instrument.
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EXHrBIT A
i LANG®S CORP.
124 Deepwood Rd. Ba. r'i ton Hi1Is,1L,� .1Q..1
wvvw.Ia - rp.con6 e-mail:
wreckn 4 c istnet
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Proposal tor dembiitlon of 6 buildings for Kimball&Grove redevelopment Elgin, IL
We Include:
1. IL EPA notification.
2. Remove and legally dispose of asbestos as shown in Jensen Environmental
report JEM#J22-169 dated September 9,2022.
3. Have electric,gas and phone cut to 6 buildings(includes$9K in Nicorfees).
4. Fence areas of demolition as required during demolition.
5. Clear all trees and fencing&haul from site.
6. Remove sign on corner of Kimball &Grove,sign base to be broken down one foot and leave in ph
prevent damage to utilities.
7. Demolish 6builldings&haul from site.
8. Remove all concrete to minus 4 feet-floor slabs,foundations,walks,driveways,retaining walls,t
scale and asphalt paving&haul from site,
1. Backfill with site material and track roll with machine on site,
2. Grade to existing contour at perimeter for positive drainage.
3. Furnish and grade 4"of topsoil over all disturbed areas including gravel parking area.
Hydroseed all topsoiled areas.
We Da Not Include:
1. Elgin demolition permit
2, Sewer and water cuts(to be done by City of Elgin).
3.. Underground storage tank removal.
4. Maintenance or watering of Hydroseed after completion.
Total for above work:$308,650.00
Existing operating gas station to remain.
Full payment upon completion.
All salvage shall belong to Langos Corp,
Submitted By,
Rick Langos, President
(847) 774-5966
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