HomeMy WebLinkAbout23-236 Resolution No. 23-236
RESOLUTION
AUTHORIZING EXECUTION OF AN AMENDMENT AGREEMENT WITH COURTYARD
40, 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 an Amendment Agreement on behalf of the City of Elgin with Courtyard
40, 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: December 20, 2023
Adopted: December 20, 2023
Omnibus Vote: Yeas: 9 Nays: 0
Attest:
s/Kimberly Dewis
Kimberly Dewis, City Clerk
AMENDMENT AGREEMENT
THIS AMENDMENT AGREEMENT ("Amendment Agreement") is made and entered
into as of the 20th day of December, 2023, by and between the City of Elgin, an Illinois
municipal corporation (hereinafter referred to as the "City"), and Courtyard 40, LLC, an Illinois
limited liability company(hereinafter referred to as"Developer").
WHEREAS, the City and Legend Partners, LLC have previously entered into a
Redevelopment Agreement dated July 14, 2021 relating to the redevelopment of the five-story,
mixed-use building on the property commonly known as 40 DuPage Court, Elgin, Illinois
(hereinafter referred to as the"Original Redevelopment Agreement");and
WHEREAS, Legend Partners, LLC invoked Section 19.B of the Original Redevelopment
Agreement and transferred the Subject Property by Special Warranty Deed to a single-purpose
entity owned and controlled by the Legend Partners, LLC called Courtyard 40, LLC on April 21,
2023;and
WHEREAS,the Developer received a building permit from the City on May 3,2023; and
WHEREAS, Developer has completed approximately twenty-five percent (25%) of the
Subject Redevelopment on the Subject Property,nearly completing demolition and extra-ordinary
environmental abatement;and
WHEREAS, in the process of demolition, the Developer found unexpected structural
problems with the steel roof trusses,the floor systems, and the elevator shaft; and
WHEREAS, the parties wish to enter into this Amendment Agreement to provide for
certain amendments to the Original Redevelopment Agreement.
NOW,THEREFORE,for and in consideration of the mutual undertakings set forth herein,
and the mutual undertakings set forth in the Original Redevelopment Agreement, and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. That the foregoing recitals are hereby incorporated into this Amendment
Agreement.
2. That the Original Redevelopment Agreement be and is hereby amended as follows:
A. That Section 3.D. of the Original Redevelopment Agreement be and is hereby
amended by amending the deadline for the referenced "Completion Date" therein from "on or
before the last day of the twentieth (20t) month following the commencement of construction of
the Subject Redevelopment"to "on or before the last day of the twentieth (20th) month following
the execution of this Amendment Agreement."
B. That Section 4.A. of the Original Redevelopment Agreement be and is hereby
amended by amending the amount of the Subject Monetary Development Assistance referred to
therein of"Three Million One Hundred Forty Six Thousand Seven Hundred and Twenty Three
and 00/100 Dollars($3,146,723.00) "to read "Five Million, Five Hundred Twenty Six Thousand,
Two Hundred Ninety One and 00/100 Dollars ($5,526,291.00)" and by amending the amount of
Contingency Fund referred to therein of"Seven Hundred Eighty One Thousand One Hundred
Eighty Two and 00/100 Dollars ($781,182.00)" to read "One Million, Two Hundred Forty
Thousand,One Hundred Twenty Three and 00/100 Dollars($1,240,123.00)".
C. That Section 4.B. of the Original Redevelopment Agreement be and is hereby
amended by amending the amount of the Subject Monetary Development Assistance referred to
therein of"Three Million Nine Hundred Twenty-Seven Thousand Nine Hundred Five and 00/100
Dollars($3,927,905.00)"to read "Six Million, Seven Hundred Sixty Six Thousand, Four Hundred
Fourteen and 00/100 Dollars($6,766,414.00)".
D. That the table within Section 4.C. of the Original Redevelopment Agreement be
and is hereby replaced in its entirety with the following table:
Payment Description of Payment Eligibility Amount of Subject Monetary
No. Development Assistance to be
paid to Developer
1 Developer has provided to the City Seven Hundred Eighty Six
evidence that twenty-five percent (25%) Thousand, Six Hundred and
of the Subject Redevelopment has been Eighty One and 00/100 Dollars
completed as certified to the City by the ($786,681.00), to be deposited
Developer's project architect and by into the Developer's
such third-party architect as the City construction escrow at the title
may, in its discretion, elect to retain to insurance company being used
oversee the completion of the work. by Developer for making
construction payouts for the
work being performed on the
Subject Redevelopment of the
Subject Property.
Developer has provided to the City Seven Hundred Eighty Six
evidence that fifty percent (50%) of the Thousand, Six Hundred and
Subject Redevelopment has been Eighty One and 00/100 Dollars
completed as certified to the City by the ($786,681.00), to be deposited
Developer's project architect and by into the Developer's
such third-party architect as the City construction escrow at the title
may, in its discretion, elect to retain to insurance company being used
oversee the completion of the work. by Developer for making
construction payouts for the
work being performed on the
Subject Redevelopment of the
Subject Property.
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3 Developer has provided to the City Seven Hundred Eighty Six
evidence that seventy-five percent Thousand, Six Hundred and
(75%) of the Subject Redevelopment Eighty One and 00/100 Dollars
has been completed as certified to the ($786,681.00), to be deposited
City by the Developer's project architect into the Developer's
and by such third-party architect as the construction escrow at the title
City may,in its discretion,elect to retain insurance company being used
to oversee the completion of the work. by Developer for making
construction payouts for the
work being performed on the
Subject Redevelopment of the
Subject Property.
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 of this Amendment
hereof, as certified to the City by the Agreement; provided that(1)the
Developer's project architect and by City reserves the right to delay
such third-party architect as the City this disbursement of said unpaid
may, in its discretion, elect to retain to balance until after January I.
oversee the completion of the work. 2025 at its complete discretion.
and (2) the City may hold back
an amount estimated to be the
reasonable cost to complete all
punchlist items, if any.
E. That Section 4.D. of the Original Redevelopment Agreement be and is hereby
replaced in its entirety with the following:
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 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 One Hundred Ninety Five Thousand,
Two Hundred Ninety Five and 00/100 Dollars ($195,295.00) 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, provided that (1) the
City reserves the right to delay the disbursement of said unpaid balance until after January
1, 2025 at its complete discretion and (2) the City may hold back an amount estimated to
be the reasonable cost to complete all punchlist items, if any.
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F. That Section 12 of the Original Redevelopment Agreement be and is hereby
amended by amending the notice information to the Developer to read as follows:
If to Developer: Courtyard 40,LLC
Attn: Daniel Strojny
4811 Emerson Avenue, Suite 112
Palatine, IL 60067
Email: dan@,chicagolandcommercial.com
with a copy to: Peter Coules
Donatelli& Coules,LTD
15 Salt Creek Lane, Suite 312
Hinsdale, IL 60521
Email: peter@donatellicoules.com
3. That in the event of any conflict with the terms of this Amendment Agreement and
the terms of the Original Redevelopment Agreement, the terms of this Amendment Agreement
shall supersede and control.
4. That except as specifically and expressly amended in this Amendment Agreement,
the terms of the Original Redevelopment Agreement,as previously amended, shall remain in full
force and effect.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have entered into and executed this
Amendment Agreement as of the date and year first written above.
CITY OF E IN,a i al corpor tion,
By: CKee'
M or
Att t:
C y .I
COURTYARD 40, LLC,
an Illinois limited liability company
By:
Printed Name: Dan Cri}n
Title: /l1 eyibe `1
Legal Dept\Agrcemcnt\Redevelopment Agr-Courtyard 40-40 DuPage Ct-Ist Amend-Clean-I2-7-23.docx
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AFFIDAVIT
1, Devi e.1 S'ues:ftJ (name), Malgye,r- (title), being first
duly sworn upon oath states as follows:
Affiant has personal knowledge of the facts stated herein.
Per 50 ILCS 105/3.1,the identities of all owners and beneficiaries having an interest or proposing to have
an interest in the real property commonly known as I/O Dup t le/; ,;,, L 42 f 2a to be
conveyed/used are as follows(check applicable box(es)and complete information requested):
Ei Individual. Individual owner(or proposing to be an owner or tenant)of the property is:
Nonprofit Organization. Nonprofit organization owner(or proposing to be an owner or tenant)
of the property is .There is no individual or other organization
receiving distributable income from the organization.
Public Organization, including units of local government. Public organization owning (or
proposing to be an owner or tenant) the property is . There
is no individual or other organization receiving distributable income from the organization.
Publicly-Traded Corporation. Publicly-traded corporation owning (or proposing to be an owner
or tenant) the property is . There is no
readily known shareholder entitled to receive more than 7-1/2% interest in the total distribution
income of the corporation.
jkr Corporation,Partnership, Limited Liability Company. Corporation, partnership, limited liability
company owning (or proposing to be an owner or tenant) the property is
C.o.,r+ygrc 4p/4./-C .Those entitled to receive more than 7-1/2%of the
total distributable income of said entity are as follows:
Name Address
*1. L.o r4 y0,rcA `fo Dwetoilers LLC.'I NtSl1 enlerun Asg. St. 12/Fb,lq4''nv_,t` (1.9bob7
2. EC.Fedkxwl Co ygr4A Ho 1-I.e *C 2.0) S�.�l.w�4s AY". 31ot.44030 4ns L.* 7oi7V
3.
4.
Land Trust or Declaration of Trust. Land trust or declaration of trust owning(or proposing to be
an owner or tenant) the property is . The identity of
each beneficiary of Grantor Trust is as follows:
Name Address %of
Interest
*1.
ik A+'+t.c,ect is 0%,vntr.sri.p(ScwINt. cis Legy,cA Pam+Hers 1-uj
4'*Federal To Crrsli4 Invtsl-a-, (Nnd1 i5 0.;e ec4 b.) U.S. (,c,nlc,Lnl+ar+c r-t
Pi ng5cr. i 5 tt'c Non- i`le-kv,bor M..nag�;
2.
3.
4.
*IF THE INITIAL DISCLOSURES SHOW INTERESTS HELD BY ANOTHER CORPORATION.
PARTNERSHIP, LIMITED LIABILITY COMPANY, OR TRUST, THEN FURTHER
DISCLOSURES SHOULD BE PROVIDED UNTIL THE NAMES OF INDIVIDUALS OWNING THE
INTEREST IN THE ENTITY ARE DISCLOSED.
Dated this 7 day of No vto,b.er` ,2023
By:
BSI
Dqn Sir.oc.y—rvi nacye✓'
Print Name and Title if applicable
State of Illinois )
) SS
County of Cop(L ) dipm4.4.0„,
This instrument was acknowledged before me on 7 , 2023, by
(SEAL) JJKL .,4 1/6A)
ont &SEAL
Notary Public
ESTHER M. STILLWATER
NOTARY PUBLIC,STATE OF II_LINOIS 'r My Expires: I Z l 'VC
My Commission Expires 11121/25 Commission I l
NOTE: THIS AFFIDAVIT MAY BE EXECUTED AND ACKNOWLEDGED ON BEHALF OF
THE RECORD OWNER(S) BY A MEMBER, AN OWNER, AUTHORIZED
TRUSTEE, CORPORATE OFFICIAL, GENERAL PARTNER, OR MANAGING
AGENT,OR HIS OR HER ATTORNEY
Legal Dept\Agn;cinent\Aftidavit-Property Owncr-6-8-23.docx
2
OPERATING AGREEMENT
OF
COURTYARD 40 DEVELOPERS, LLC
EXHIBIT"A"
NAMES,ADDRESSES AND CAPITAL
CONTRIBUTION AND SHARING RATIO(CAPITAL INTEREST)OF INITIAL MEMBERS
NAME AND ADDRESS CAPITAL CONTRIBUTION SHARING RATIO OF INTEREST
Daniel Strojny 30.0%
690 Skye Ln.
Inverness, IL 60010
Kim Olczyk Revocable Trust 25.0%
4811 Emerson Ave.Suite 112
Palatine, IL 60067
• Kim Olczyk Revocable Trust Ownership Breakdown:
o Kim Olczyk: 100%
134 Hillshire Ct.
Inverness, IL 60010
W-T Properties Schaumburg I, LLC 25.0%
2675 Pratum Ave.
Hoffman Estates, IL 60194
• W-T Properties Schaumburg I, LLC Ownership Breakdown:
o Michelle Triphahn: 26.67%
105 North Knollwood Drive
Schaumburg, IL 60194
c 5Tripp, LLC:26,66%
■ 5Tripp, LLC Ownership Breakdown:
• Julie Triphahn: 20.02%
961 Americana Court
Pingree Grove, IL 60140
• Troy Triphahn: 26.66%
1358 Karen Drive
West Dundee, IL 60118
• Ryan Triphahn: 26.66%
1123 Barber Court
West Dundee, IL 60118
• Jaclyn Triphahn: 26.66%
1115 Brookhurst Drive
Charlotte, NC 28205
o Jeffery Gutowsky: 26.67%
31w729 Peterson Drive
PO Box 489
Wayne, IL 60184
• Christopher Starke: 20%
8955 Ede Court
Village of Lakewood, IL 60014
Dan Fitzpatrick 11.25%
6090 Rogers Circle
Arvada,CO 80403
Eric Johnson 8.75%
9112 NW.Seasons Dr.
Ankeny, IA 50023