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HomeMy WebLinkAbout93-141 Resolution No. 93-141 RESOLUTION AUTHORIZING EXECUTION OF A THIRD AMENDMENT TO AGREEMENT FOR COMMERCIAL DEVELOPMENT WITH CENTER CITY DEVELOPMENT CORPORATION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that George VanDeVoorde, Mayor, and Dolonna Mecum, City Clerk, be and are hereby authorized and directed to execute a Third Amendment to Agreement for Commercial Development on behalf of the City of Elgin with the Center City Development Corporation for 32-52 Fountain Square Plaza, a copy of which is attached hereto and made a part hereof by reference. s/ George VanDeVoorde George VanDeVoorde, Mayor Presented: May 26, 1993 Adopted: May 26, 1993 Vote: Yeas 4 Nays 3 Recorded: Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk DRAFT COMMITTEE OF THE WHOLE MEETING May 26, 1993 Th e Committee of the Whole meeting was called to order by Mayor VanDeVoorde at 6 : 30 p.m. in the Council Conference Room. Present: Councilmembers Fox, Gilliam, Popple, Schock, Walters, Yearman, and Mayor VanDeVoorde. Absent: None. City Manager Rice introduced James Nowicki, the new Finance Director who will begin employment with the City on June 14 , 1993 . Approval of Minutes - May 12, 1993 Councilman Gilliam made a motion, seconded by Councilwoman Yearman, to approve the minutes of the May 12, 1993, Committee of the Whole meeting. Yeas : Councilmembers Fox, Gilliam, Popple, Schock, Walters, Yearman, and Mayor VanDeVoorde. Nays : None. Third Amendment to Agreement for Commercial Development with Center City Development Corporation City Manager Rice presented an overview of the first and second amendments and the proposed third amendment to the agreement for Commercial Development with Center City Development Corporation. Jerry Goldstein reviewed the history of Center City Development Corporation ' s agreement for the acquisition of the Spiess building and the proposed third amendment to the agreement which deletes the City as a tenant, changes the name to the Elgin Children's Museum, and describes the loan agreement requirements . Mr. Goldstein distributed a list of the new board of directors of the Elgin Children' s Museum and a summary of their credentials . It was also reported that Linda Schneck has withdrawn her proposal to provide services to the Elgin Children' s Museum. Dr. Richard Hanke, Vice President of the Elgin Children' s Museum Board, is currently reviewing approximately 75 applications for the director' s position. Councilmembers asked to be provided with copies of signed leases, letters of incorporation, updated financial data, operatio.zal plans, and a report on the environmental clean up. The Council also requested an expansion in the number of people serving on the Elgin Children' s Museum Board of Directors . A resolution will be presented at tonight ' s Council meeting for adoption by the City Council regarding the third amendment to the aforementioned agreement. Elm n (/ Agenda Item No . May 18, 1993 MEMORANDUM TO: Mayor and Members of City Council FROM: Larry L. Rice, City Manager SUBJECT: Third Amendment to Agreement for Commercial Development with Center City Development Corporation PURPOSE : Submitted to you for approval is a proposed third amendment to the previous agreement with Center City Development Corporation for the Spiess Building at 32-52 Fountain Square Plaza. BACKGROUND: On February 10 , 1993, the City Council approved the Agreement for Commercial Development with the Center City Development Corporation for the acquisition and improvement of the Spiess Building in Fountain Square Plaza. On March 31 , 1993 , the Council approved a first amendment to the subject agreement which provided in part for a revised form of guaranty and an opinion letter from the corporation counsel . On April 14 , 1993, the Council approved a second amendment to the subject agreement which provided in part for an indemnification by the city for environmental conditions and for the advancement of certain expenses for on-site improvements . The proposed third amendment submitted to you replaces references to the Children' s Museum and Imaginasium with the new entity known as the Elgin Children' s Museum. The third amendment also provides for the deletion of the City of Elgin as a tenant as the city has decided not to relocate its Parks Department operations until such time as the city has a tenant for its current space in the Woolworth Building. The third amendment also provides for an alternative to obtaining a written loan commitment for financing by requiring the development corporation to enter into the actual written loan agreement on or before June 15 , 1993 . Finally, the third amendment amends the opinion letter from the corporation counsel to reflect the dates of the various amendments to the agreement. FINANCIAL IMPACT: There appear to be no additional costs or liabilities to the city as a result of the proposed amendment to the subject contract. ' Mayor and Members of City Council -2- May 18, 1993 RECOMMENDATION: It is recommended that the City Council approve the proposed third amendment to the agreement for commercial development with Center City Development Corporation. CC Liti:ea c Larry L. RA THIRD AMENDMENT TO AGREEMENT FOR COMMERCIAL DEVELOPMENT THIS AGREEMENT, made on this f 7'&., day of -Malt, 1993, between the CITY OF ELGIN, Illinois, a municipal corporation (hereinafter referred to as "CITY" ) and the CENTER CITY DEVELOPMENT CORPORATION, an Illinois not-for-profit corporation with offices in Elgin, Kane County, Illinois (hereinafter referred to as "DEVELOPMENT CORPORATION" ) , WITNESSETH: WHEREAS, the parties hereto entered into an Agreement for Commercial Development (hereinafter referred to as the "Subject Agreement" ) which was authorized and approved by resolution of the City Council of the City on February 10, 1993; and WHEREAS, the parties hereto entered into a first amendment to the subject agreement which was authorized and approved by resolution of the City Council of the City on March 31, 1993; and WHEREAS, the parties hereto entered into a second amendment to the subject agreement which was authorized and approved by resolution of the City Council of the City on April 14 , 1993; and WHEREAS, the subject agreement provides that the Development Corporation shall have entered into written leases for use and occupancy of the subject real estate with certain tenants which include the Childrens ' Museum and Imaginasium and the City of Elgin; and WHEREAS, the Development Corporation has been unable to reach agreement on a lease with the Childrens ' Museum and Imaginasium; and WHEREAS, as a result of the inability to reach an agreement with the Childrens ' Museum and Imaginasium the Development Corporation has caused to be created a new entity known as the Elgin Childrens ' Museum; and WHEREAS, the Development Corporation has reached agreement with the Elgin Childrens ' Museum on a satisfactory lease for the subject property and the Development Corporation has requested the amendment of the subject agreement by replacing all references to the Childrens ' Museum and Imaginasium with references to the Elgin Childrens ' Museum; and -2- WHEREAS, the City has determined not to relocate certain functions of the Parks Department and Police Department into the redevelopment property at this time and therefore will not be entering into a lease with the Development Corporation as currently provided in the subject development agreement; and WHEREAS, the subject agreement further requires the Development Corporation to obtain a written commitment for a loan within sixty ( 60) days after February 10, 1993; and WHEREAS, the Development Corporation has advised that it does not yet have a written commitment for the loan, but in lieu thereof will be signing a loan agreement prior to the closing of the loan currently scheduled to occur on or about May 28, 1993; and WHEREAS, the second and this third amendment to the agreement for commercial development have made it necessary to amend the opinion letter by the corporation counsel to reflect the subsequent amendments to the agreement for commercial development; and NOW, THEREFORE, it is hereby agreed by and between the parties hereto, for and in consideration of the mutual covenants and promises contained within the original subject agreement for commercial development between the parties, the first amendment thereto, the second amendment thereof, and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged: 1 . That this third amendment agreement is hereby incorporated into and amends the agreement for commercial development between the City and the Development Corporation previously authorized and approved by the City Council of the City on February 10, 1993, and as further amended by the first amendment thereto approved on March 31, 1993, and as further amended by the second amendment thereto approved on April 14 , 1993 . 2 . That the original form of opinion letter by the Corporation Counsel attached to the first amendment to the agreement for commercial development approved on March 31, 1993, is hereby deleted from said first amendment and replaced by the form of opinion letter attached hereto as Exhibit C. 3 . That Section 2 of the subject agreement for development be and is hereby amended by deleting the references to "Childrens ' Museum and Imaginasium" and in lieu thereof replacing said references with "Elgin Childrens ' Museum" . 2 -3- 4 . That Section 2 of the subject agreement for development be and is hereby further amended by deleting the references to the City of Elgin from the existing list of lessees, terms and rental amounts listed within the subject agreement. 5 . That Section 3 of the subject agreement for development be and is hereby amended by deleting the final sentence within said section and in lieu thereof adding the following at the end of said Section 3 : "As an alternative to obtaining such a written commitment for financing, the Development Corporation shall enter into a written loan agreement with the subject lenders so long as the loan is closed and the proceeds disbursed into the subject escrow account to be created on or before June 15, 1993 . " CENTER CITY DEVELOPMENT CITY OF ELGIN CORPORATION By �/ �� /% ��r E.C. Wilson, President Georg anDeVoorde, Mayor Attest: Attest: "2/ . seeetedcretary �L g4 rt71C- 1,I: A.(2 e Let, 3-V \ S City Clerk 3 • TELEPHONE 708/931-6100 El FAX 708/931-5610 FOR HEARING IMPAIRED TDD 708/931-5616 t� CF fcCil / li CITY OF ELGIN 150 DEXTER COURT ELGIN, ILLINOIS 60120-5555 Zy p�pg7ED FF.O�+ May , 1993 Old Kent Bank 28 North Grove Avenue Elgin, Illinois 60120 Re: Loan Agreement, dated May _, 1993, Between Center City Development Corporation as Borrower, Old Kent Bank, N.A. , as Lender, and the City of Elgin as Guarantor Gentlemen: Please be advised that I am the Corporation Counsel for the City of Elgin, Kane and Cook Counties , Illinois (hereinafter referred to as the "City" ) , and as such Corporation Counsel, I have considered, examined and reviewed all documents, information, materials, matters , records and proceedings necessary for the issue of this opinion. In that connection, I have examined the Guaranty. In addition, I have examined the originals, or copies certified to my satisfaction of such other city records as I have deemed necessary as a basis for the opinions expressed below. In my examination of the documents referred to above, I have assumed the authenticity of all such documents submitted. I have assumed the execution and delivery, pursuant to due authorization, of each of the documents reviewed in this matter. Based upon my review and investigation as I have deemed appropriate, I am of the following opinion: 1 . That it is my opinion that the City of Elgin is a municipal corporation and a home rule unit organized and existing under the laws of the State of Illinois . Exhibit "C" (i) Printed on recycled paper Old Kent Bank May _, 1993 Page 2 2 . That it is my opinion that the resolutions adopted by the City Council of the City of Elgin on February 10, 1993, March 31, 1993, April 14, 1993, and May 26, 1993, authorizing execution of an agreement for commercial development with the Center City Development Corporation and authorizing execution of amendments to said agreement are in full force and effect, have not been revoked or rescinded and were adopted by the City under its home rule powers as an exercise of functions pertaining to its government and affairs and in strict compliance with the proceedings, rules and regulations of the City Council. 3 . That it is my opinion that the execution, delivery and performance by the City as Guarantor of the Guaranty is a proper exercise of its home rule powers to perform any function pertaining to its government and affairs . The resolution adopted by the City Council of the City of Elgin on March 31, 1993, providing for and authorizing execution and delivery of the subject guaranty is now in full force and effect and has not been amended, revoked or rescinded and was adopted by the City Council in strict compliance with all proceedings, rules and regulations of the City Council . No additional authorizations or approval are and delivery required for the due execution by the City as Guarantor of the Guaranty except as already have been duly obtained. opinion that the subject Guaranty 4 . I am of the J P constitutes a legal, valid and binding obligation of the City of Elgin as Guarantor and is enforceable against the City as Guarantor in accordance with the terms contained in said Guaranty, except that the enforceability thereof may be subject to (a) the exercise of judicial discretion in accordance with general principals of equity, and (b) bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors rights generally. This opinion letter is rendered only to you and is solely for your benefit in connection with the above-described transactions . This opinion letter may not be relied upon by you for any other purpose or relied upon by any other person, firm, corporation or entity for any purpose without my prior written consent. Very truly yours, Erwin W. Jentsch Corporation Counsel City of Elgin EWJ/mg