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HomeMy WebLinkAbout99-200 1 t• Resolution No. 99-200 RESOLUTION AUTHORIZING EXECUTION OF A REDEVELOPMENT AGREEMENT WITH LEROY A. FITZSIMMONS FOR THE DUNDEE/SUMMIT TIF DISTRICT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Ed Schock, Mayor, and Dolonna Mecum, City Clerk, be and are hereby authorized and directed to execute a Redevelopment Agreement on behalf of the City of Elgin with Leroy A. Fitzsimmons for the development of the Dundee/Summit Tax Incremental Financing District as a professional office complex, a copy of which is attached hereto and made a part hereof by reference . s/ Ed Schock Ed Schock, Mayor Presented: July 28, 1999 Adopted: July 28, 1999 Omnibus Vote : Yeas 5 Nays 0 Attest : s/ Dolonna Mecum Dolonna Mecum, City Clerk . September 9, 1999 MEMORANDUM TO: Loni Mecum, City Clerk FROM: William A. Cogley, Corporation Counsel SUBJECT: Redevelopment Agreement Between the City and Leroy A. Fitzsimmons (Dundee/Summit TIF District) Attached find an original executed copy of the above referenced Redevelopment Agreement . WW1/ WAC nr Attachment cc : Mark Biernacki, w/att . Raymond Moller, w/att . 1 Gloria Letters Fitzsimm Dundee Summit Revised Final Copy 6-2-99 REDEVELOPMENT AGREEMENT 7 ' THIS AGREEMENT made and entered into this ht1i day of Est SePmµeac , 1 999 between the CITY OF ELGIN, ILLINOIS,a municipal corporation (hereinafter referred to as the "City") and the LEROY A. FITZSIMMONS or Nominee (hereinafter referred to as "Developer"). WITNESSETH WHEREAS, the City has undertaken a program to cause the redevelopment of certain property legally described in Exhibit A (hereinafter referred to as "Subject Property") as well as other property pursuant to 65 ILCS 5/1 1 -74.4-1 , et seq. known as the Tax Increment Allocation Redevelopment Ad" (hereinafter referred to as the"Tax Increment Act"); c,n d WHEREAS, pursuant to the provisions of the Tax Increment Act, the City adopted Ordinance S8-86, on December 22, 1986, providing for the adoption and approval of a redevelopment plan and redevelopment project as described in such redevelopment plan (hereinafter collectively referred to as the "Redevelopment Plan"); and WHEREAS,the City has acquired fee simple title to the Subject Property legally described in said Exhibit A; and WHEREAS, in order to further the community development goals and the Tax Increment Plan objectives, the City has considered proposals for the development of the Subject Property for commercial purposes; and Page 1 WHEREAS, Developer has submitted to the City a proposal for the redevelopment of the Subject Property providing for a professional office complex development as hereinafter described; and WHEREAS, the City desires to sell and the Developer desires to purchase the Subject Property, as described in Exhibit A, in accordance with the terms and conditions herein provided. NOW, THEREFORE, in consideration of the premises and the mutual undertaking, covenants and agreements of the parties hereto, it is agreed by and between them as follows: 1 . Agreement to Purchase. Developer agrees to purchase the Subject Property at the price of $98,500 (hereinafter the "Purchase Price"), on the terms set forth herein. 2. Agreement to Sell. The City agrees to sell the Subject Property at the price and terms set forth herein, and to convey or cause to be conveyed to Developer or Developer's nominee title thereto by a recordable warranty deed, subject only to general taxes for the year 1999 and subsequent years; public utility easements as long as same do not prohibit developer's intended use of the subject property as hereinafter described; public rights-of-way; covenants, conditions, encroachments and restrictions of record as long as same do not prohibit Developer's intended use of the Subject Property as hereinafter described; and the terms and obligations of this Redevelopment Agreement. 3. Payment Structure. Developer shall upon execution of this contract pay to the City $25,000 as earnest money to be applied to the Purchase Price paid at closing as hereinafter defined. Such earnest money shall be held by the City and interest on such earnest money shall accrue for the benefit of the Developer at the annual rate of three (3%) Page 2 • , percent for the time period such earnest money is held by the City. At the closing, Developer shall pay the total balance of the Purchase Price, plus or minus prorations. 4. Background Documents. Within ten (10) days following the execution of this Agreement, the City shall deliver or cause to be delivered to Developer the following: copies of all reports, geological studies, environmental site assessments, soil or other test results, existing title findings, existing surveys, and other due diligence items available to the City and/or reasonably requested by the Developer with respect to the Subject Property. 5. Survey. Within thirty(30) days following the execution of this Agreement, the City at its own expense, shall furnish Developer a plat of survey of the real estate dated subsequent to the date hereof, made and so certified by the surveyor to Developer, or other persons designated by Developer and the title company as having been made in accordance with the minimum standard detail requirements for ALTA/ASCM Land Title Surveys and Mapping, 1997, including, without limitation, all items (except for Items 5, 7, 9, 10 and 12 in Table A thereof with accuracy standards appropriate to suburban settings and for Developer's intended commercial use of the real estate). The survey shall also include a certification by the surveyor (i) as to the square footage of the Subject Property(excluding any portion thereof lying in a public right-of-way) and (ii) that the Subject Property is not located in a flood plain, wetland or special flood hazard area. Such survey shall further indicate all applicable easements and rights-of-way. 6. Closing. The time of closing shall be the latter of either forty-five days following City Council approval of the amendment of the Redevelopment Plan approved by Ordinance S8-86 or the approval of Developer's professional office complex plans as identified in Paragraph 1 1 of this Agreement, or such other date as may hereinafter be agreed to. Unless subsequently mutually agreed otherwise, closing shall take place at the Page 3 t I office of Chicago Title Insurance Company provided title is shown to be good or is accepted by Developer. 7. No Brokers or Agents Involved in This Transaction. The City and Developer each warrant to the other that they have dealt with no brokers or agents in connection with this transaction. Each party agrees to indemnify, hold harmless and defend the other party from any loss, cause, damages or expenses (including reasonable attorney's fees) arising out of a breach of the warranty contained in this section. 8. Title. The City shall deliver or cause to be delivered to Developer or Developer's agent, no later than thirty (30) days following the execution of this Agreement, at the City's expense, a title commitment for a 1970 ALTA Owner's Title Insurance Policy issued by Chicago Title Insurance Company (the "Title Company") in the amount of the Purchase Price and including extended coverage over the so-called "General Exceptions" to the policy, covering title to the real estate on or after the date hereof, including location endorsements showing contiguity of the subject properties only excepting therefrom the public rights of way known as Seneca Street and St. John Street and a Zoning Endorsement 3.0, showing title in the intended grantor subject only to: (a) title exceptions set forth in Section 2 above, (b) title exceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be removed by the payment of money at the time of closing and which the City shall so remove at that time by using the funds to be paid upon the delivery of the deed, (c) acts of the Developer and all parties through or for the Developer, and (d) zoning laws,statutes and ordinances,including, but not limited to matters relating to the Tax Increment Act, the Redevelopment Project Area and the Redevelopment Plan. At closing, the City shall also furnish Developer an Affidavit of Title in customary form covering the date of closing and showing title in the City subject only to the permitted Page 4 exceptions and such other documents as are customary to complete the closing of this transaction. 9. Title Clearance. If the title commitment or plat of survey discloses either unpermitted exceptions or survey matters that render the title not in conformance with the provisions of this agreement(herein referred to as "Survey Defects"),the City shall have thirty (30) days from the date of delivery thereof to have the exceptions removed from the commitment or to correct such Survey Defects or, if Developer so approves in writing,to have the Title Company commit to insure against loss or damage that may be occasioned by such exceptions or Survey Defects, and, in such event, the time of Closing shall be twenty (20) days after the delivery of the commitment or the time expressly specified in Section 5 hereof, whichever is later. If the City fails to have the exceptions removed or correct any Survey defects, or in the alternative,to obtain the commitment for title insurance specified above as to such exceptions or Survey Defects (if Developer so approves in writing) within the specified time, Developer may terminate this Contract or may elect, upon notice to the City within ten (10) days after the expiration of the thirty (30) day period, to take title as it then is. If Developer does not so elect,this Contract shall become null and void without further actions of the parties, and the earnest money shall be refunded to Developer. 10. Prorations. General taxes shall be adjusted ratably as of the time of Closing. If the amount of the current general taxes is not then ascertainable,the adjustment thereof shall be on the basis of the amount of the most recent ascertainable taxes. The City shall pay the amount of any stamp tax imposed by state or county law or local ordinance on the transfer of title, if any, and furnish a completed Real Estate Transfer Declaration signed by the City or the City's agent in the form required pursuant to the Real Estate Transfer Tax Act of the State of Illinois, and shall furnish any declaration signed by the City or the City's Page 5 agent or meet other requirements as established by any county or local ordinance with regard to a transfer or transaction tax. 1 1 . Redevelopment for Professional Office Complex. A. It is agreed and understood that the Subject Property is being sold by the City to the Developer for the purpose of Developer redeveloping the Subject Property for office and related uses as set forth on Exhibit B, attached and made a part hereof, as the List of Uses and such other lawful uses allowed in the AB Zoning District as may be approved by the City, and constructing thereon a professional office complex at the Developer's cost in conformance with the Concept Plan attached hereto as Exhibit C as may be modified by the Professional Office Complex Plans to be approved pursuant to Paragraph 11 B hereof (hereinafter referred to as the "Professional Office Complex"). The parties understand and agree that such Professional Office Complex will have approximately 40,000 square feet of new professional office space, two buildings will be one story with brick finishes and gable roofs and a third building will be two floors with a brick finish and a flat roof. B. Developer shall,within sixty(60) days following the execution of this Agreement, submit for City Council approval the following: Architectural elevations of the buildings to be constructed on the Subject Property showing the architectural styling and materials of such buildings; preliminary Engineering Plans; Landscape Plans; Signage Plans; Lighting Plans; an estimated development schedule for the Professional Office Complex, and a report on the condition of existing Seneca and St. John Streets and the sidewalks adjacent thereto including a recommendation specifying which areas of such streets and sidewalks are to be replaced and repaired by and at the cost of the Developer in conjunction with the construction of the Professional Office Complex (all of such plans and such report are hereinafter collectively referred to as the "Professional Office Complex Plans"). In the event Page 6 { the City Council approves the Professional Office Complex Plans the Developer shall complete the Professional Office Complex in accordance with the approved Professional Office Complex Plans. In the event the Developer and the City are unable to agree on such Professional Office Complex Plans or the City Council fails or refuses to approve such Professional Office Complex Plans as submitted by the Developer within ninety (90) days after submission of such plans by Developer, then either the City or the Developer may give written notification to the other party that this Agreement is canceled and the Agreement shall thereupon be null and void with no further liability of either party hereunder and the City shall return to the Developer the earnest money and any earnings thereon. C. Construction. (i) Developer shall commence construction of not less than one of the buildings of the Professional Office Complex within six (6) months following the closing and shall complete the construction of the Professional Office Complex and the entire redevelopment of the Subject Property no later than thirty-six (36) months following the closing (hereinafter referred to as the ("Completion Date"). (ii) The Completion Date for the redevelopment of the Subject Property shall be extended by one for each day which construction is delayed or stopped due to accident, strikes, shortages of material, litigation against the City related to the Subject Property and prior contracts or agreements with the City, extreme weather, acts of God, or other cause not written within Developer's reasonable control. (iii) In the event the Developer requires any further extension of the Completion Date for the redevelopment of the Subject Property any such request 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 Page 7 Completion Date for the redevelopment of the Subject Property shall be at the sole discretion of the City Council of the City of Elgin. (iv) The redevelopment of the Subject Property shall be deemed completed when Developer has completed its construction of all buildings and site improvements for the Professional Office Complex and has obtained final occupancy permits for all three buildings to be constructed on the Subject Property. Nothing within this Agreement shall preclude or prohibit the Developer from selling, leasing, conveying, transferring or otherwise encumbering any completed building within the Professional Office Complex, including site improvements for such building that has obtained a final occupancy permit. The City shall not withhold a final occupancy permit for any building within the Professional Office Complex that otherwise complies with all city codes, ordinances and other requirements of law as to such building. D. Failure to Commence Construction of the Professional Office Complex. The deed of conveyance conveying the Subject Property to Developer shall contain a provision making such conveyance subject to the terms and obligations of this Redevelopment Agreement. In the event the Developer shall have failed to commence construction of the Professional Office Complex (herein defined to be the first date that any on-site excavation or other substantial preliminary site work is undertaken) within six (6) months following closing, as such date may be extended pursuant to paragraph 1 1 C(ii) hereof, the City may file suit within the Circuit Court for the Sixteenth Judicial Circuit, Kane County, Illinois, for a determination that Developer has so breached this Agreement and therein may pursue any legal remedies at law or equity including providing for a judgment and order terminating the Developer's rights in and to the Subject Property and require the Page 8 conveyance back to the City of Developer's rights or interest in or to the Subject Property free and clear of all rights of the Developer. E. Failure to Complete Professional Office Complex. The deed of conveyance conveying the Subject Property to Developer shall contain a provision making such conveyance subject to the terms and obligations of this Redevelopment Agreement. In the event the Developer fails to complete the Professional Office Complex by the Completion Date, as such date may be extended pursuant paragraph 11 C(ii) hereof, or Developer is otherwise in default of a material term or condition of this Agreement, the City may file suit within the Circuit Court for the Sixteenth Judicial Circuit, Kane County, Illinois, for a determination that Developer has so breached this Agreement and therein may pursue any legal remedies at law or equity against the Developer but not including any remedy of conveyance or reversion of the all or part of the Subject Property to the City, subject to the rights and encumbrances of any lender in and to the Subject Property and any improvements thereon. F. Nothing herein shall limit or restrict the right of the Developer after closing, to lease, convey or transfer any or all interest in the Subject Property or components thereof comprising any completed building and related site improvements phase of the Professional Office Complex,free and clear of the obligations of this Agreement and the City shall execute a release of the obligations of this Agreement upon the request of the Developer. G. Notwithstanding anything within this Agreement to the contrary, the requirements upon the Developer to complete the Professional Office Complex by the Completion Date shall not apply to nor be the obligation of any lender or its successors in interest or assigns or other persons that acquire ownership of all or part of the Subject Page 9 Property and the improvements thereon as a result of a foreclosure of its lien interest. Any lender or other person who acquires all or part of the Subject Property by reason of a foreclosure of a lender's lien interest shall be obligated to complete the Professional Office Complex identified within the Professional Office Complex Plans, as approved by the City, within a commercially reasonable period of time after acquiring merchantable title of the Subject Property, subject to accidents, strikes, shortages or material, weather conditions, ads of God, or other causes not within other person's reasonable control. 12. Notwithstanding any other provision of this agreement it is expressly agreed and understood by the Developer and the City that the redevelopment of the Subject Property and Developer's construction of the Professional Office Complex shall be in accordance with all applicable federal, state, city and other requirements of law. 13. Contingency for Amendment of Redevelopment Plan. This contract and all of the City's obligations hereunder are expressly contingent upon the occurrence of an amendment, to the Redevelopment Plan on or before December 31 , 1999,to accommodate the Professional Office Complex uses cs proposed by the Developer and herein described. In the event the Redevelopment Plan is not so amended, including but not limited to in the event the City Council determines in its sole and exclusive discretion not to so amend the Redevelopment Plan, then upon notice from either party this agreement shall be null and void and the earnest money deposit and any interest earnings thereon shall be returned to Developer. 14. Financing. (A) Developer's obligations to close under this Agreement is expressly contingent upon Developer's obtaining a financing commitment acceptable to the Developer in the amount of $ 5,000,000.00 for the construction of the Professional Office Page 10 Complex within sixty (60) days of the execution of this of the Agreement. If the Developer is unable to obtain such a financing commitment, The Developer shall notify the City in writing within said sixty (60) days. If the City is not so notified, it shall be conclusively presumed that the Developer has secured such financing commitment or will purchase the Subject Property without such financing. If Developer notifies the City within said sixty (60) day period that it is unable to obtain such financing commitment, the contract shall be null and void and all earnest money deposited shall be refunded to Developer.The Developer shall use reasonable efforts to secure a financing commitment as provided herein, and any failure to use such reasonable efforts shall constitute a default under this agreement. (B) The rights and interests of the City under this Agreement shall be subject and subordinate at all times to the lien of any lender with a secured lien at any time hereafter upon the Subject Property or the Professional Office Complex by the Developer. In confirmation of such subordination, the City shall execute and deliver, within ten (10) days after written request of such by the Developer or the Developer's lender, such further instrument(s), as requested and as necessary to allow any lender a superior lien position and right in the Subject Property, subordinating the rights and interests of the City and of this Agreement to any loan or lien interest of such lender in and to the Subject Property. If the interests of the Developer under this Agreement shall be transferred by reason of foreclosure or other proceedings for enforcement of any mortgage or deed of trust on the Subject Property or Professional Office Complex, the City shall be bound to the transferee at the option of the transferee, under the terms, covenants and conditions of this Agreement with the same force and effect as if the transferee were the Developer under this Agreement. The holder of any mortgage or deed of trust encumbering the Subject Property or the Professional Office Complex shall have the right, unilaterally, at any time to subordinate fully or partially Page 11 • its mortgage or deed of trust or other security instrument to this Agreement on such terms and conditions as such holder may consider appropriate in its discretion. 15. Survival. All representations,warranties, indemnities and covenants made by the parties under this Contract shall be deemed remade as of the closing and shall survive the closing, and the remedies for the breach thereof shall survive the closing and shall not be merged into the closing documents. 1 6. Sellers Representations and Warranties. City represents and warrants to Developer as follows: (A) There is no lease, written or oral, currently affecting the Subject Property and at no time during the period of this Agreement will City enter into such a lease without the prior written consent of Developer. (B) City has the authority and power to enter into and perform this Agreement without anyone's consent. (C) City has not entered into any other contracts, agreements or understandings, written or oral, for the sale or transfer of any portion of the Subject Property, T.L.C. Redevelop- except the Contract for the sale of the Subject Property between the City and ment Group, an Illinois Partnership, entered into Sept. 29 , 19 94 which has now been terminated. Between the date of this Agreement and the Closing hereof, no part of the Subject Property will be alienated or transferred. (D) Neither the City nor any of the City's representatives have actual knowledge of any hazardous substances (as defined in 42 U.S.C. Sect. 9601 (14), pollutants or contaminants (as defined in 42 U.S.C. Sect. 9601 (33)), petroleum or petroleum products or radioactive materials (all of the foregoing are herein collectively referred to as "Hazardous Page 12 Substances"), landfills, wells, mines, sinkholes, underground or concealed storage tanks, springs or concealed fill in, on or under the Property. (E) The Subject Property and the current uses thereof comply with all applicable laws, regulations, ordinances and private restrictions and neither City nor any of it's representatives have actual knowledge of any violation or alleged violation concerning the Subject Property of any law, regulation, ordinance or restriction. (F) Neither City nor any of it's representatives have used or permitted the Subject Property to be used, and to the best of the City's knowledge the Subject Property has not at any time been used for generating, transporting, treating, storage, manufacture, emission of, or disposal of any Hazardous Substances. To the best of the City's knowledge, there have been no investigations or reports involving City or the Subject Property by any governmental authority which in any way pertain to Hazardous Substances. The operation of the Subject Property has not violated an is not currently violating any federal, state, or local law, regulation, ordinance or requirement governing Hazardous Substances. The Subject Property is not listed in the United States Environmental Protection Agency's National Priorities List of sites nor any other list, schedule, log, inventory, or record of Hazardous Substances or hazardous waste sites, whether maintained by the United States Government or any state or local agency. (G) The Subject Property is zoned as "AB Area Business District", as described under the Elgin Zoning Ordinance, at the time of the execution of this Agreement. Any changes to the Elgin Zoning Ordinance that are in conflict with the approved Professional Office Complex Plans, as defined in paragraph 11 B hereof, shall not be deemed to apply to prohibit or alter the development of the Subject Property with the improvements as identified within the Professional Office Complex Plans. Page 13 (H) All warranties and representations made herein shall be deemed remade at and as of Closing and shall survive the Closing and not merge with the Deed. 1 7. Closing Documents. In addition to the deed, affidavit of title, transfer declarations and other documents described in this Contract, the City shall deliver or cause to be delivered to Developer at closing the following: A. an ALTA statement signed by the City; B. a title policy or marked-up commitment in the amount of the purchase price, dated on the closing date, insuring title in Developer or Developer's nominee, in the condition required under Section 7. 18. Default. The City and the Developer agree that, in the event of a default by either party the other party shall, prior to taking any such action as may be available to it, provide written notice to the defaulting party stating that they are giving the defaulted party thirty (30) days within which to cure such default. If the default shall not be cured within the thirty (30) day 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. 19. Remedies. A. City's Remedies. (i) Remedies Prior to the Closing. If the Developer shall fail to make any payment herein provided for, or shall fail to appear at the time and place for closing or shall fail to enter into, execute or deliver customary closing documents, or shall fail or refuse to carry out any other commitment, conditions or obligation of Developer under the terms of this agreement, then at the City's option, the City may terminate this agreement and all sums heretofore paid to the City by the Developer shall be retained by the City as liquidated Page 14 • damages and not as a penalty or forfeiture. In the event of such termination of this agreement by the City the Developer shall deliver to the City, at no cost to the City, all plats, plans, engineering tests and other studies or documents prepared by or for the Developer in connection with the redevelopment of the Subject Property. (ii) Remedies after the Closing. In the event the Developer shall fail to commence construction of the Professional Office Complex under the terms described in Paragraph 1 1 C herein,the City shall be entitled to pursue the remedies against the Developer as provided for in Paragraph 1 1 D herein. In the event the Developer fails to complete construction of the Professional Office Complex under the terms described in Paragraph 1 1 C herein or Developer is otherwise in default of a material term or condition of this agreement the City shall be entitled to pursue any legal remedies at law or in equity against Developer as described in Paragraph 1 1 E herein. The legal remedies which shall be available to the City against the Developer only shall include but not be limited to damages for loss of real estate tax revenues which the City would have received for a completed Professional Office Complex on the Subject Property as of the completion date. B. Developer Remedies. If the City fails or refuses to carry out any of the material covenants or obligations hereunder, or if the City declines to close under this Agreement,the Developer shall be entitled to pursue any and all available remedies whether at law, at equity or otherwise. 20. Escrow. The sale of the Subject Property shall be closed through an escrow (the"Escrow') with Chicago Title and Trust Company ("Escrowee"), in accordance with the provisions of the Deed and Money Escrow Agreement then in use by Escrowee, with such special provisions inserted in the escrow agreement as may be required to conform with this Contract. Upon the creation of such Escrow, payment of the purchase price and delivery of Page 15 deed shall be made through the Escrow and the earnest money shall be deposited in the Escrow. The cost of the Escrow and any so-called "New York Style" closing fee shall be divided equally between City and Developer. The City and Developer shall make all deposits into the escrow in a timely manner to permit the Escrowee to disburse the Escrow on the closing date. 21 . Time. Time is of the essence of this contract. 22. Manner of Payment. Any payments herein required to be made at the time of closing shall be by certified check, cashier's check or wire transfer. 23. Notices. All notices herein required shall be in writing and shall be served on the parties at the addresses following their signatures. The mailing of a notice by registered or certified mail, return receipt requested, or personal delivery by courier service shall be sufficient service. 24. Interpretation. This contract shall be construed, and the rights and obligations of the City and Developer hereunder, shall be determined in accordance with the laws of the State of Illinois without reference to its conflict of laws rules. 25. 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. 26. 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. only Amendments. This agreement may be modified or amended on y in writing signed by both parties hereto, or their permitted successors or assigns, as the case may be. Page 16 28. Entire Agreement. This agreement contains the entire agreement and understanding 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. 29. 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, and the terms or provisions contained herein. 30. Assignment. (A) Prior to the closing provided for in this Agreement, the terms, conditions and covenants hereof shall extend to be binding upon and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the City and the Developer and shall run with the land; provided,however,that the obligations hereunder may not be assigned by the Developer to any entity, whether controlled by the Developer or otherwise, without the prior written consent of the City. The City shall not unreasonably withhold its written consent of any assignment by the Developer referred to herein. (B) Subsequent to the closing provided for in this Agreement,the terms, conditions and covenants hereof shall extend to be binding upon and inure to the benefit of the respective heirs, executors, administrators, successors and assigns of the City and the Developer and shall run with the land; provided, however, that no assignment of this Agreement by the Developer to any entity,whether controlled by the Developer or otherwise, consent of the City, shall reliev e the Developer from his obligations without the prior written ty, p g to the City under this Agreement. Page 17 31 . No Conflicting Interest. Developer hereby represents and warrants that he, nor any associated person or organization, presently own or have any beneficial interest in the Subject Property being conveyed to Developer or entitled to receive any income from the Subject Property. 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, under oath, disclosing the identity of every person having an interest, real or personal, in the development group and every shareholder entitled to receive more than seven and one/half(7 '/2%) percent of the total distributable income of any corporation which will have an interest, real or personal, in such property upon the acquisition of any interest by the Developer in the Subject Property. 32. Assessment of Redevelopment Site. The City and the Developer agree that the redevelopment project and 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. Thisprovision shall not be deemed toprevent Developer from appealing or P PP 9 challenging assessments against the redevelopment project or the Subject Property which he considers to be contrary to law. The Developer agrees that as long as any tax increment bonds are outstanding he and no person affiliated with him shall do any of the following: A. Seek to reduce the equalized assessed valuation of the redevelopment project and the Subject Property below $1 ,750,000 upon completion of the redevelopment improvements and the achievement of a seventy (70%) percent occupancy level; or B. Request a full or partial exemption from general real estate taxes; or C. Request an assessment at a value not otherwise permitted by law. Page 18 IN WITNESS WHEREOF,the parties hereto have entered into and executed this agreement on the date and year first written above. CITY OF ELGIN, a municipal ADDRESS: corporation City of Elgin c/o City Manager By 1Sta�� � �� Elgin, Illinois 60120-5555 150 Dexter Court Y with a copy of any notice to: Attest: William A. Cogley Corporation Counsel City of Elgin 150 Dexter Court -City er< Elgin, Illinois 60120-5555 LEROY A. FITZSIMMONS ADDRESS: Leroy A. Fitzsimmons 2000 Larkin Avenue, Suite 300 Elgin, Illinois 60123 with a copy of any notice to: Allen M. Anderson Ariano, Anderson, Hardy & Castillo 474 Summit Street Elgin, Illinois 60120 Page 19 JUN-22-1999 14:49 HLR, INC. 847 697 6753 P.02/02 • EXHIBIT A PARCEL 1 Lots 3 through 8 of Mrs. J.R. Kimball's Subdivision of Block 24 of P.J. Kimball Jr.'s 3rd Addition to Elgin,situated in the Southwest Quarter of Section 12,Township 41 North, Range 8 East of the Third Principal Meridian, Kane County, Illinois. PARCEL 2 Those parts of Lots 3 through 5, all of Lots 6 through 8, and those parts of Lots 9 through 13 of Babbitt's Addition to Elgin, being a subdivision of Block 25 of P.J. Kimball Jr.'s 3rd Addition to Elgin, situated in the Southwest Quarter of Section 12,Township 41 North, Range 8 East of the Third Principal Meridian, Kane County, Illinois, described as follows: Beginning at the southwest corner of said lot. 8; thence North 0 degrees 23 minutes 42 seconds West, 223.54 feet on an assumed bearing along the west line of said Babbitt's Addition to a line that is 30.00 feet south of and parallel with the north line of said Babbitt's Addition; thence North 90 degrees 00 minutes 00 seconds East, 306.61 feet along said parallel line to the northwesterly line, as monumented, of land conveyed in deed to Amoco Oil Company, recorded November 14, 1996 as Document No. 96K080829; thence South 33 degrees 42 minutes 07 seconds West, 167.13 feet (167.76 feet deed) along said northwesterly line to the southwesterly line, as monumented, of said land conveyed by Document No. 96K080829;thence South 56 degrees 17 minutes 53 seconds East, 152.27 feet along said southwesterly line to the south line of said Lot 4; thence North 90 degrees 00 minutes 00 seconds West, 339.01 feet along the south line of said Babbitt's Addition,to the Point of Beginning. PARCEL 3 Lots 3 through 8 of W.H. Wilcox's 2nd Addition to Elgin; ALSO, the north 132.00 feet, except the west 132.00 feet thereof, of Lot 5 in Block 14 of P.J. Kimball Jr.'s 3rd Addition to Elgin, situated in the Southwest Quarter of Section 12, Township 41 North, Range 8 East of the Third Principal Meridian, Kane County, Illinois. r.• EXHIBIT B Offices Division. 3 "Offices" [SR] (UNCL) . Finance, Insurance, and Real Estate Division. "Development sales offices" [SR] (UNCL) . 5. Finance, insurance, and real estate (H) . Services Division. 6. Advertising (731) . S. ..A.�u U .uo L ,ritu C i C:l i g cuu Z3�ui� Gt .ail-tc_a`or_ 3. Sa_ccr ononc ;n2^_; • 10. :c ut7 21101,2,, ;722}'. ►_ . ',2C: and tDr^_r.,L Lanz"La_ " [SR: ',7rX1 n 12. 2 c wv]ing zantcra (n n, 13. Carpet and upholstery cleaning agents without plants on the premises (7217) . Qacnztcc :_r.v c mcnt astab lic L C=c=tc 1"95r) • ' 15 . Coin cp ccaa_cs 'aunar_c and i_:� =_c_n53 16. Commercial, economic, sociologicalg ;721 and educational research (8732) . 17. Commercial, physical, and biological research (8731) . 18. Computer programming, data processing and other computer related services (737) . 13 . Coctiutcr _d aid t_cacir_g 1,7377 - 20. Consumer credit reporting agencies, mercantile reporting agencies, and adjustment and collection agencies (732) . Do.nca cor_oolc 22. Detective and guard services (7381) . 2C. =loctY:oalrwmi. 31oocponio pop^ice _ 24. Engineering, accounting, research, management and related services (87) . P5. runoral oc_vicc c ^nr 2C. Carmont prancing, and ag=ntc far t J1.+Lril+'n dry oioancfrs (7212). 27. Home health care services (808) . i9.35-23 • Zoning 29. Job training and vocational rehabilitation services (833) . C1G`TiCJ,ting n„ticr� elf- -1 undrvi ce.l.cati g (7211) . 31 . Legal services (811) . r ibrar:co (82C) . 33. Mailing, reproduction, commercial art and photography, and stenographic services (733) . la. Management and public relations services (874) . 35. Medical and dental laboratories (807) . 36. Membership organizations (86) . rC Mcmbcrchip cbortc and rooroation _h (^oo 7).• ^' _- Cold ce'1 488l 3e_-7iC 14 ^• to. Mo+4d b .jag b�}Et1 44/ti 6r�i G y. LZeeu�.,e._ e.__ei a_Lod aor-'laic 41 �1�,�i��� rim ti.,_.. '14 n trt + y - -€-_c 43. News syndicates (7383) . 44. Noncommercial research organizations (8733) . 45. Offices and clinics of dentists (802) . 46. Offices and clinics of doctors of medicine (801) . 47. Offices and clinics of doctors of osteopathy (803) . 48. Offices and clinics of other health practitioners (804) . 49. Other schools and educational services (829) . SO. Personnel supply services (736) .• �ietQLi2i2uiII1i5 lGvui uL,�u i C • 7n 53. Physical fitness facilities (7991) . 54. Professional sports operators and promoters (7941) . \ _ Rzdio and tclovicion ropair chopc • S__) '_ZCf�'�crator and air conditioair_g ccrvioo and Jb . _;�- repair !7623) . s.'. 1:Z.oupholctory and furr'turc ropair (7C 1) . 58. Security systems services (7382) . SO. Shoo repair chopc and choo chino par1 rc 60. Tax return preparation services (7291) . 61. Testing laboratories (8734) . 62. Theatrical producers (792) . GC. Vieko tcpc -cntcl (70'1) . 64. Vocational schools (824) . 6e" . Watch, clot'_ and -:terociry _ • Retail Trade Division. end otorco (5C) . C7. .utoalctic zcr.chand_cing machine (e0C2) . CO. 3ui1 i g itz13, }tead.vu1 c. f..lu g»GC_- L CI r CO. Ctrryeut rcctaurantc (5813) . (:CC1) . (SOCC) . 19. 35-24 (Elgin 9/28/96) p ' ' , Business Districts • 74 In nc r^InQhnlin Govo171gGC) 81J) 73. Drug stores and proprietary stores (591) . Eorti,ng pl24oc . 2 orictc (599 70. Food ctoroc (=1} 77 , Ccnoral morohandi 78. c _`b13+?33: 6� f'�""1� '��� anrr ari>>inmant Mtn»nr ( 7) , g3. 11iocclancs� -fe.ett4 tint AY 'r_cwaR olaccifiod (5000) 00. . 1rxclancou-s hogpir_g goodc s:orcc (5914. NI,.,1.,41c aerie de :cam (52) . 430. Motor vehicle dcaloro (51)01) . d�. 'Nowc d©alcpc ( 094.}. 84. Optical goods stores (5995) . es g- add drinking `aoilit'_cc" [SB ' (UNCL) . 4.1C. Tobacco otoroc (500b-) . 2,7. . Wood liWliA iV.g.—"''2r,: .,nlc 21crchandroc otoroc (502; . 30. Dog rooming (0752). n labor and monogcm^'i* n7a rezn. houcco for floral i PG1r'1'^rC ovrl"ciTr a1`Z ua idly vti cii.,tr:ct (0101). 92. Landscape counseling and planning (0781) . Levan and garden ccr i:ccc (0702) Orncmcntal chrub and *rcn (07R`1\. 95. Veterinary services for household pets (0742) . 06. "Co>rtraoto_a offioo [SRI (Up ).. 07. Commercial rr nt-ng occupying lcc- }h7 1 fnnn oquarc fact of grocc flccr ^rc^ /n'7 n Wholesale Trade Division r_] CO. Appeici riccc gcodo and not_onc (51;) druggists' 99. Drugs, drug proprietaries, and drugg_ sundries (512) . 00. Blcotrioal g r-- (;nP\. _ ^ 102. G-.icrc.-„d c'.atcd product., (51'i))) • and cippLilc 7) t•04. nrca:lac1 ' , • , - _ i0 , . 11e�1J and erii .c G:J, caecpt .ct�olcuen (e06). ?beta= G c_cJ and meter vchiclo partc a.�c c1!pLie (,(1i ) 100. 1.'1„f,,a.Aenei alter eerrieltercial eauipmont „±d lico (e0^_) Transportation, Communication and Utilities Division. 100. "Ai Latest rcdie cntcnr_ao" [Ea; (UNCL) 110. Arrangement of passenger transportation (472) . 7.:41z 3/Z8/96) 19.35-25 4.i , Zoning 111 . AL.angeni nt- erf t nnportratien of r_ctgla a-nC6 112. Branch United States post offices (4311) . 114. Cable nand other pay television services (484) . 115 . "Commercial antennas and antenna structures mounted on existing structures" [SR] (UNCL) . 116. Communication services not elsewhere classified (489) . 1=* . T_,rte t-y arti. -1-trrel bun transportation oporatorc ef2icc3 ( 112) • _ + [:�.] ti a. .1JG allowcd ' in the zoni .g. Ric'+,. rr, • Ct.c..t Leading (UNCL). __ onopatorc offiocc ('l11).. 2-24. "a-ci_ting and crating ( 1782) . 121. ''B.adio and tolorician tr•n^'c-" [q? ] (TTNCT,) 122. Radio and television broadcasting stations (483) . 12,. il.ailroad operatorn off''-ooc• ' 1Q1) TT r 194. ''Sctc'_}stc dish antcnnao" [SR] (L.T _T ) 24.oo ,^„ oponatorc „rT; "° (41 ;. 127. Telegraph an other message communications (482) . 128. Telephone communications (481) . dic+plb --^.� _0. Trcctmc:�t, tranom_iaaion and r _ at rt icn � 1`.� i e9, LTT TI'. Miscellaneous Uses Division. t 1,o ' "L•OTiGo ?I1G1 -,••,11<<t 1CR 1 (TrNrT ) r t rt Prcv-_.jrm=3 .rL Chc.�tC_ 10. 4-7, Off Star-at 7.7,''44,.� 4.33. "0-tJ"e. dia_Ids nr,_ni" [Ca] (UNCL) . 8.3 .-. "0u1.u��l .,1,luy 1,,t..," [CR] (UNCL) . 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