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HomeMy WebLinkAbout93-93 Resolution No. 93-93 RESOLUTION AUTHORIZING EXECUTION OF SECOND AMENDMENT TO AN 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 second amendment to an agreement for commercial development on behalf of the City of Elgin with the Center City Development Corporation for Center City Development Corporation activities at 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: April 14, 1993 Adopted: April 14, 1993 Vote: Yeas 6 Nays 0 Recorded: Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk SECOND AMENDMENT TO AGREEMENT FOR COMMERCIAL DEVELOPMENT THIS AGREEMENT, made on this p20day of April, 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 subject agreement for commercial development provides in Section 4 for the Development Corporation to make certain improvements to the redevelopment property which include improvements which are required to obtain an occupancy permit; and WHEREAS, in order to expedite the commencement and completion of these improvements so as to expedite the occupancy of the building by the Children' s Museum and Imaginasium, the City has agreed to advance payment of the costs of the subject improvements necessary for an occupancy permit in the event loan proceeds are not available to the Development Corporation when invoices for the improvements become due and owing; and WHEREAS, the Development Corporation' s investigations into the redevelopment property have disclosed the existence of underground storage tanks; and WHEREAS, in order to avoid delays in the purchase and development of the redevelopment property, the City has agreed to guaranty funds for the necessary remediation of these underground storage tanks and has further agreed to indemnify the Development Corporation against any claims with respect thereto. 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 -2- first amendment thereto and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged: 1 . That this Second 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 . 2 . That Section 4 of the subject agreement for development be and is hereby amended by adding the following at the end of said Section 4 : "The parties agree that Development Corporation shall attempt to obtain immediate possession of the redevelopment property and may begin immediately thereafter the improvements which are necessary to obtain an occupancy permit. In the event that the invoices from contractors for these improvements become due and owing prior to the availability of loan proceeds to pay these invoices, the City agrees to advance funds for the payment of these invoices until such time as loan proceeds are available to reimburse the City for same. Once said loan proceeds become available to the Development Corporation, Development Corporation shall reimburse the City for any payments made by the City. " 3 . That the subject agreement for development be and is hereby further amended by adding the following new Section 14 at the end of said agreement: "Section 14 . Environmental Costs . The parties hereto acknowledge that the Development Corporation' s initial investigations into the environmental conditions of the redevelopment property have disclosed the existence of two underground storage tanks . The Development Corporation agrees to make all reasonable efforts to obtain contributions and monies from the parties in interest in the redevelopment property for the remediation of the underground storage tanks and other environmental issues which may be presented on the redevelopment property. The Development Corporation' s efforts in this regard shall include efforts to obtain direct contributions for the remediation of the underground storage tanks, along with attempting to obtain a reduction in the purchase price of the various interests in the redevelopment property. In obtaining any such -3- contributions or reductions in the purchase price, the Development Corporation may enter into agreements with the parties in interest in the redevelopment property releasing said parties from further responsibility for environmental conditions on the subject redevelopment property in consideration of any such party' s agreeing to contribute or reduce the purchase price for its interest. Such agreements by the Development Corporation releasing parties in interest shall not effect the City' s obligations to pay or indemnify for environmental remediation costs as set forth in this Section. All such contributions toward remediation of environmental matters and any reductions in the purchase price of the interests in the subject property shall be applied by the Development Corporation to the remediation of environmental issues, including but not limited to the remediation of the underground storage tanks . To the extent that funds are not available either from contributions of the parties in interest or from a reduction in the purchase price of the interests in the subject redevelopment property to pay the costs of necessary environmental remediations, the City agrees to pay the additional costs of remediation of the underground storage tanks and other environmental matters on the subject redevelopment property. Upon request from the City, the Development Corporation shall assign its rights to proceed against any other parties to allow the City to seek reimbursement for costs incurred, if any, in environmental remediation on the redevelopment property. As a further inducement to the Development Corporation to continue in its negotiations to purchase the redevelopment property, the City agrees to indemnify and hold the Development Corporation, its officers, directors, agents and employees harmless from any and all claims, causes of action, expenses and damages in any way related to the underground storage tanks or environmental conditions now existing on the subject matter property, provided however, the City shall not be responsible for such matters which are directly caused or aggravated by a subsequent act or omission of the Development Corporation or by a subsequent act or omission of a tenant of the Development Corporation. The Development Corporation shall provide the City with prompt and timely notice of any environmental conditions requiring remediation, including but not limited to forwarding the results of investigations and the reports of environmental consultants . The City shall be provided the opportunity to select and o . -4- determine the appropriate environmental consultants to investigate conditions and perform any necessary environmental remediations on the subject redevelopment property. " CENTER CITY DEVELOPMENT CITY OF ELGIN CORPORATION BY� By /� ,� E .C. Wilson, President George)441 nDeVoorde, Mayor Attest: Attest: Se etary City Clerk