HomeMy WebLinkAboutORDINANCE - 2910 - 10/8/2002 - REDEVELOPMENT AGREEMENTORDINANCE NO. 2910
AN ORDINANCE AUTHORIZING THE VILLAGE MAYOR AND THE VILLAGE CLERIC
TO EXECUTE A REDEVELOPMENT AGREEMENT WITH CORRIB CONSTRUCTION
COMPANY
WHEREAS, Corrib Construction Company (Corrib) is the owner
of the eastern portion of the shopping center currently
identified as the Rohlwing Grove Shopping Center; and
WHEREAS, the Village of Elk Grove Village (Village) is the
owner of the western portion of said center and the contract
purchaser of the out lot located in the southern portion of the
shopping center; and
WHEREAS, on June 26, 2001, the Village adopted Ordinance
2839, "An Ordinance approving the Devon/Rohlwing Redevelopment
Plan and Project"; Ordinance 2840, "An Ordinance Designating the
Devon/Rohlwing Redevelopment Project Area"; and Ordinance Number
2841, "An Ordinance Adopting Tax Increment Financing for the
Village of Elk Grove Village, Cook and DuPage Counties, Illinois
in Connection with the Designation of the Devon/Rohlwing
Redevelopment Project Area,"; and
WHEREAS, pursuant to statute, the Village solicited offers
for the redevelopment of the subject property and no offers have
been submitted to the Village other than that by Corrib; and
WHEREAS, in furtherance of the adoption of the
aforementioned Ordinances, it is necessary for Corrib and the
Village to enter into a redevelopment agreement before the
development of the various phases of the subject property.
NOW, THEREFORE BE IT ORDAINED by the Mayor and Board of
Trustees of the Village of Elk Grove Village, Counties of Cook
and DuPage, Illinois as follows:
Section 1: That the Mayor and Village Clerk are hereby
authorized to execute on behalf of the Village a redevelopment
agreement to be substantially in the form as set forth on Exhibit
A attached hereto and by this reference incorporated herein.
Section 2: That this Ordinance shall be in full force and
effect from and after its passage and approval according to law.
VOTE: AYES: 4 NAYS: 0 ABSENT: 2
PASSED this 8th day of October, 2002.
APPROVED this 8`h day of October, 2002.
ATTEST:
Ann I. Walsh
Village Clerk
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APPROVED:
Craig B. Johnson, Mayor
REDEVELOPMENT AGREEMENT
THIS REDEVELOPMENT AGREEMENT (this "Agreement") is made and entered into as
of this 8th day in October, 2002, by and between the Village of Elk Grove Village, Illinois, an
Illinois municipal corporation located in Cook County, Illinois (the "Village"), Elk Grove
Hospitality, Inc., an Illinois corporation (hereinafter "EGH, Inc."), and Corrib Construction, Inc.
(hereinafter Comb, Inc.), an Illinois corporation (both sometimes hereinafter collectively referred
to as the "Developers").
RECITALS
A. Pursuant to the Tax Increment Allocation Redevelopment Act, 65 ILLS 5/11 -
74.4-1 et seg. (the "Act'), the Village authorized Camiros, Ltd. to conduct an feasibility study,
and if the area qualified for tax increment financing (TIF), as provided by the Act, to prepare a
Redevelopment Plan and Project (the 'Plan"). The feasibility study concluded that the
redevelopment area had certain blighting factors, and would not be redeveloped or improved
without Village intervention. The Plan, dated September 1999, was submitted to the Village for
an area bounded on the west by Rohlwing Road, Devon Avenue on the south, and Nerge Road
to the east (the 'Redevelopment Area").
B. Pursuant to the Act, on October 12, 1999, the Village convened a meeting of the
Joint Review Board to review the feasibility study, and on November 16, 1999 held a public
hearing for public comment on the Plan. On February 8, 2000 the Village introduced
Ordinance No. 2840, "An Ordinance Designating the Devon/Rohlwing Redevelopment Project
Area" which, along with Ordinance No 2839, "An Ordinance approving the Devon/Rohlwing
Redevelopment Plan and Project," and Ordinance No. 2841, "An Ordinance Adopting Tax
Increment Financing for the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, in
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connection with the Designation of the Devon/Rohlwing Redevelopment Project Area," was
adopted by the Corporate Authorities on June 26, 2001.
C. The Corporate Authorities adopted Ordinance 2856 authorizing issuance of TIF
obligations not to exceed Seven Million Seven Hundred Thousand ($7,700,000.00) Dollars and
Ordinance No. 2857, authorizing the Village of Elk Grove Village to acquire approximately 5.2
acres (the "Village Property") as depicted on Exhibit A attached hereto. Pursuant to Resolution
No. 32-02, the Village has now entered into a contract to purchase an additional .6 of an acre
within the Redevelopment Project Area, which is referred to herein as the "Outlot."
D. Corrib, Inc. acquired the 3.36 acres immediately east of the Village Property (as
depicted on Exhibit A attached hereto) for the purpose of developing a minimum 10,000 square
feet of retail, a minimum of 10,000 square feet of restaurant, and a minimum of 10,000 square
feet of office space ('Phase I"). Comb, Inc. and EGH, Inc. are now desirous of purchasing the
Village Property for the development of a seventy- three (73) room Hotel and Conference
Center and other retail and restaurant uses (the "Hotel") in conjunction with the development of
Corrib, Inc.'s property to provide a unified development plan. The Developers have
represented that the development of the Hotel, in conjunction with Phase I, will not occur
without economic assistance, and the Village has agreed to provide a form of economic
assistance to the Developer, all in accordance with the Act.
E. To assist the Developers, the Village has agreed to finance certain eligible costs,
as that term is defined in the Act (the "TIF Improvements"). Phase I, the Hotel, the Outlot and
the TIF Improvements are collectively referred to herein as the "Development" and will be built
by Developers in substantial conformity with the Plans, as that term is hereinafter defined. The
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Development and the TIF Improvements are collectively referred to herein as, and constitute
the, 'Redevelopment Project."
F. This Agreement has been submitted to the Corporate Authorities of the Village
for consideration and review, and the Corporate Authorities have taken all actions required prior
to the execution of this Agreement in order to make the same binding upon it according to its
terms.
G. The Corporate Authorities of the Village, after due and careful consideration,
have concluded that the development of the Redevelopment Project Area as provided for
herein and in the Redevelopment Plan will further the growth of the Village, facilitate the
redevelopment of the entire Redevelopment Project Area, improve the environment of the
Village, increase the assessed valuation of the real estate situated within the Village, foster
increased economic activity within the Village, increase employment opportunities within the
Village, enable the Village to direct the development of the Redevelopment Project Area, and
otherwise be in the best interests of the Village by furthering the health, safety, and welfare of
its residents and taxpayers.
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and
agreements herein contained, and other good and valuable consideration, the receipt and suf-
ficiency of which are hereby acknowledged, the Parties do hereby agree as follows:
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RECITALS PART OF AGREEMENT
The representations, covenants and recitations set forth in the foregoing recitals are material to
this Agreement and are hereby incorporated into and made a part of this Agreement as though
they were fully set forth in this Article I.
MUTUAL ASSISTANCE
The Parties agree to take such actions, including the execution and delivery of such
documents, instruments, petitions and certifications (and, in the Village's case, the adoption of
such ordinances and resolutions), as may be necessary or appropriate, from time to time, to
carry out the terms, provisions and intent of this Agreement and to aid and assist each other in
carrying out said terms, provisions and intent.
REDEVELOPMENT PROJECT
3.01 General Description. The Redevelopment Project will be developed in three
phases.
A. Phase I of the development will consist of a minimum of 10,000 square feet of retail,
a minimum 10,000 square feet of restaurant space, and a minimum of 10,000 square feet of
office space. Phase I will be constructed on the Developer's Property and shall conform to the
Plans, as defined herein. The Village shall not provide direct economic assistance for Phase I,
but upon Developers' commencement of Phase 11, the Village shall reimburse Corrib, Inc. for
TIF Improvements for Phase I, as depicted in Exhibit B attached hereto, by issuing a
Redevelopment Note as provided for herein.
B. Phase II will be comprised of the Developers' acquisition of the Village Property, the
construction of the Hotel, a 25,000 square foot banquet facility, approximately 4,000 square feet
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of retail, and 5,000 square feet of restaurant. The Developers shall construct Phase II on the
Village Property and the Village shall provide assistance for the TIF Improvements as depicted
in Exhibit B as provided for herein by issuing one or more Redevelopment Notes.
C. Phase III shall consist of Developers purchasing the Outlot from the Village, and
developing a sales tax generating business consisting of approximately 4,500 square feet,
which business shall be approved by the Village and the Village shall provide assistance for the
TIF improvements as depicted on Exhibit B, by issuing a Redevelopment Note as provided for
herein as reimbursement for TIF Improvements.
3.02 TIF Improvements. The TIF Improvements and the estimated costs for each are
outlined in Exhibit B. The TIF Improvements shall be constructed with each Phase of the
Development consistent with Exhibit B. However, as provided for herein, Village shall have no
obligation to pay for or reimburse any of the Developers for the eligible costs unless and until
Developers have commenced construction of Phase Il. Developer may re -allocate TIF dollars
among the line items listed in Exhibit B, but shall not transfer funds among Phases, unless
expressly provided for herein, or as otherwise agreed to by the Village.
3.03 Schedule of Development. Corrib, Inc. shall commence construction of Phase I on or
before April 1, 2003 and will complete the construction in substantial form no later than
December 31, 2003. "Construction Commencement " of Phase I shall be Corrib, Inc.'s
beginning demolition on its Property. Developers shall commence construction of Phase II on
or before April 1, 2003 and will complete the construction on or before August 15, 2004.
"Construction Commencement" of Phase II shall be evidenced by the Developers' purchase of
the Village Property and Developers obtaining a building permit for the Hotel. Subject to the
force majeure provisions of paragraph 9.05, in the event Developers fail to meet the
construction schedules set forth herein, Developers shall be deemed to be in default of this
Redevelopment Agreement. If for any reason the Developers do not purchase the Village
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Property on or before December 31, 2002, the Village shall have the right to terminate this
Redevelopment Agreement by providing written notice to Developers. Upon such termination,
neither party shall have any further obligation hereunder. Specifically, the Village shall have no
obligation to reimburse Corrib, Inc. or Developers for any TIF improvements for Phase I
because of the failure to proceed with the purchase of Phase II.
FINANCIAL ASSISTANCE/TAX INCREMENT FINANCING (TIF)
IV
4.01. Incremental Pledged Revenue.
The Village has agreed to pledge a certain portion of the Incremental Real Estate
Revenues, as that term is defined by the Act, to assist in the construction and completion of the
Redevelopment Project. The Incremental Taxes pledged to the Note, as defined herein, do not
include the Village's share of retail sales taxes or the hotel/motel room taxes generated by the
Redevelopment Project.
A. Payment to the Village. The Village has incurred significant costs in acquiring the
Village Property: land acquisition; costs of carry of the property; the termination payments
made to tenants; ongoing property management fees; relocation expenses and all other fees
and costs paid by the Village (the "Village Costs") in redeveloping the Redevelopment Area and
said costs add up to three million two hundred thirty-three thousand and nine hundred and
fifteen thousand dollars ($3,233,915.00). This number assumes that the real estate taxes the
Village owes for the 2001 taxes on the Village Property does not exceed $90,000. If the taxes
do exceed $90,000, the excess amount of taxes, interests and legal costs shall be added to the
Village costs. However, the Village Costs shall be reduced by the purchase prices at the time
the Developer acquires the Village Property and the Outlot. The Village shall be reimbursed for
the Village Costs with the first Sixty -Five Thousand Dollars ($65,000.00) (the "Village Payment")
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of the annual incremental taxes received by the Village each year. The Village Payment shall
be a first lien on the annual incremental revenues, and shall be paid, both principal and interest
at a rate of 5% per anum, prior to payments to Corrib, Inc. or Holders of the Note, as defined
herein. The Village shall not increase the amount of the Village Payment so long as the Note is
still outstanding and the Village Payment has a priority over the Note.
B. The Developer Assistance. Developers have represented to the Village that
development of Phase II in conjunction with Phase I of the Redevelopment Project would not
occur without the Village providing TIF Assistance. The Village has agreed to pledge certain
incremental revenues to secure a note or notes issued to the Developer to defray the costs of
the TIF Improvements listed in Exhibit B. At the Closing of the Village Property, the Village
shall issue a redevelopment note (the Note"), in substantially the form attached hereto as
Exhibit C and subject to the final approval of Chapman and Cutler, to the Developers in the
amount of the TIF Improvements paid by the Developers as of the closing date, including the
purchase price paid to the Village for the purchase of the Village Property. The amount of the
Note shall increase as Developers submit evidence to the Village that additional TIF
Improvements have been incurred and paid for by the Developers. The Village shall continue
to increase the amount of the Note until the face value of the Note is up to a maximum of Four
Million Two -hundred and Fifty Thousand Dollars ($4,250,000). The Note shall have a term of
twenty (20) years and shall bear interest at 8% per anum, and that interest shall be accruing
but not compounding. The Village shall cooperate with Developer in obtaining the opinion of
Chapman and Cutler that the interest paid on the Note is exempt from federal taxation. An fee
due and owing to Chapman and Cutler to render such opinion shall be paid by the Developer.
Evidence that TIF Improvements have been incurred and paid for by the Developers shall be
evidenced by invoices and supporting documents, such as contractors' affidavits and waivers of
liens and proof of payment of those invoices.
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4.02 Security for the Note. The Note shall be secured solely by the Incremental Taxes as
defined below. The Developers may sell the Note, or Notes, at any time to a third party,
subject to written Village approval, which may be withheld, in the Village's reasonable judgment,
provided, however, after the completion of the entire Redevelopment Project, no approval shall
be necessary. However, the Village shall give its reasonable consent to an assignment of the
Note as additional collateral as may be required by Developers' lender.
4.03 Incremental Taxes. The Note shall be secured solely by the incremental real estate
taxes (the "Pledged Taxes") (subject to Village lien of $65,000.00, referenced in Section 4.01 A
above) deposited in the Special Tax Allocation Fund as described in the Act. In the event the
Pledged Taxes are inadequate to make a scheduled Note payment, the Village shall have no
obligation to provide additional funds from any source, subject to provisions set forth in Section
4.02 hereof.
4.04 Village's Default on the Note. In the event there are Pledged Taxes in the special
tax allocation fund, and the Village fails to pay the Pledged Taxes to the Note holder as
provided for herein, and the Developers are in compliance with the terms and conditions of this
Agreement, the Village shall be in default, and Developers shall have the right of specific
performance and mandamus as its sole and exclusive remedies. THE NOTE. IS NOT A
GENERAL OBLIGATION OF THE VILLAGE. REPAYMENT OF THE NOTE SHALL BE AT
ALL TIMES LIMITED TO THE AVAILABILITY OF PLEDGED TAXES. THE VILLAGE SHALL
NOT BE IN DEFAULT OF THIS AGREEMENT IF AT ANY TIME, IT IS DETERMINED THAT
THE INTEREST PAID ON THE NOTE IS SUBJECT TO FEDERAL TAXATION.
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LAND ACQUISITION
LTA
5.01 Acquisition of Village Property. On or before December 31, 2002, Developers shall
close on the Village Property for Phase II of the Redevelopment Project for a total sum of One
Million Eight Hundred and Twenty -Five Thousand Dollars ($1,825,000). In addition, the
Developer shall purchase the Outlot from the Village for the total sum of Six Hundred and
Twenty -Five Thousand Dollars ($625,000.00) , the closing of which shall be within thirty days
from the date said property is acquired by the Village or on the date the Developer closes on
the Village's Property, which ever last occurs.
5.02 Terms of Sale. Village and Developers hereby agree that Village has agreed to sell
and Developers have agreed to buy the Village Property subject to the following conditions:
A. Purchase Price. The Village has agreed to sell and the Developers have agreed to
buy the Village Property (Phase II) for One Million Eight Hundred and Twenty -Five Thousand
Dollars ($1,825,000.00).
B. Developers' Obligation to Close: Developers shall have no obligation to close on
the Property unless and until:
1. The Corporate Authorities have rezoned the Property and granted any
variations and special uses necessary to construct the Development in accordance with
the Plans; and
2. The Village is prepared to issue the Note, or Notes, subject to the terms of
this Agreement to the Developers at the time of Closing.
3. The Village shall deliver to the Developers an opinion of Chapman and Cutler,
or another recognized bond firm, addressed to the Developers opining as to the validity
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of the Redevelopment Note or Notes are issued, pursuant to the Act and any other
applicable law, and that the interest thereon shall be exempt from federal taxation.
4. The Village shall deliver a written indemnification to Developer for the
environmental matters (the Environmental Matters") pertaining to the Village property as
set forth in reports prepared by Gia Tech as referred to in Section 5.04 hereof. As of the
date of this agreement, the Village has been told no remediation of the Environmental
Matters shall be required. However, in the event the Environmental Matters do need to
be remediated, the Developer shall not pay any of the costs of said remediation. In the
event Marathon has to take remedial action to implement its indemnification, Marathon
may be required to use the Village Property to access the environmental conditions.
Prior to closing, Village shall record an agreement with Marathon providing such access.
C. Village's Obligation to Closing: Village shall have no obligation to close on the
Property unless and until Developers have satisfied all of the following:
1. Developers have evidence, reasonably acceptable to Village, of a
commitment in an amount sufficient to pay for the costs of the Village Property and the
construction of Phase II;
2. Developers have submitted to the Village and its consultant for review and
approval the costs of construction for the Redevelopment Project in a form and amount
acceptable to Village; and
3. Developers have obtained all required Village Approvals of the Plans.
Developers and Village conditions to close are collectively referred to as the "Conditions."
5.03 Closing of Property. On or before December 15, 2002, Developer shall deliver to
Village a fifteen (15) day written notice stating that it is prepared to close on the Property and
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that it has satisfied the Conditions of the preceding paragraph. The closing ("Closing") shall
occur at the Chicago office of the Near North Title Insurance Company as escrowee (the
"Escrowee") and shall be closed through a standard deed and money escrow, with each Party
making the following deposits:
A. Village's Deposits:
1. Special Warranty Deed conveying title to the Property (Phase II) to
Developer;
2. The Note;
3. Executed copy of this Agreement in recordable form;
3. An access agreement with Marathon Oil; and
4. Executed ALTA Statement.
B. Developers' Deposits:
1. Purchase Price (Phase II) in cash, certified or cashier's check or wire
transfer;and
2. Executed ALTA Statement.
C. Joint Deposits:
1. Executed Closing Statement; and
2. Executed transfer declarations indicating the transaction is exempt.
The Escrowee shall be directed to record the copy of this Agreement prior to recording the
Deed and the Developer's title shall be subject to this Agreement. The Village shall convey title
of the Property to the Developers subject only to general taxes not yet due and owing, this
Redevelopment Agreement, and those title exceptions agreed to by the Parties.
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Each Party shall pay its usual and customary fees associated with such Closing. At Closing,
the Village shall not give Developers a credit for real estate taxes, but the Parties agree to
prorate the real estate taxes upon the issuance of the final 2002 taxes (payable in 2003). The
Developer shall be responsible for the cost of obtaining an ALTA survey for the Property. In the
event the Closing does not occur on or before December 31, 2002, the Village shall have the
right at anytime thereafter to terminate this Agreement by serving written notice on the
Developers, giving Developers thirty (30) days to cure.
5.04 Environmental Conditions.
A. The Village hereby represents to the Developers that, to the best of the Village's
knowledge, other than as described in the reports prepared by Gia Tech, dated October 15,
1999, (the "Environmental Report"), no toxic or hazardous substances, including, without
limitation, underground storage tanks, asbestos, and the group of organic compounds known as
polychlorinated biphenyls, have been generated, treated, stored or disposed of, or otherwise
deposited in or located on the Property which would:
(i) cause the Property to become a hazardous waste treatment, storage or
disposal facility within the meaning of, or otherwise bring the Property within the ambit
of, the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et. seg. (the
"RCRA"), or any other similar state law or local ordinance;
(ii) cause a release or threatened release of hazardous waste from the Property
within the meaning of, or otherwise bring the Property within the ambit of, the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42
U.S.C., Sections 9601-9657 (the "CERCLA"), or any similar state law or local ordinance
or any other environmental law; or
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(iii) cause the discharge of pollutants or effluents into any water source or
system, or the discharge into the air of any emissions, which would require a permit
under the Federal Water Pollution Control Act, 33 U.S.C., Section 1251 et. sem., or the
Clean Air Act, 41 U.S.C., Section 7401 et. seq., or any similar state law or local
ordinance.
The Village hereby further represents to the Developers that, to the best of its knowledge, as of
the date of Closing, there will be no substances or conditions other than those disclosed in the
Environmental Report, in or on the Property which may support a claim or cause of action under
RCRA, CERCLA or any other federal, state or local environmental statutes, regulations,
ordinances or other environmental regulatory requirements. The Developers hereby
acknowledge that it has received and examined the Environmental Reports.
VI
DEVELOPMENT OF REDEVELOPMENT PROJECT
6.01. Agreed Tenants. Developers hereby acknowledge that the Village has undertaken the
Redevelopment Project to insure that the Redevelopment Project Area is developed in a
manner consistent with the Elk Grove Town Center Development, with uses that will benefit the
Village on a long-term basis. To that end, the Village has agreed to sell to Developers the
Village Property and to finance the TIF Improvements as provided for herein. In consideration
for this financial assistance, notwithstanding any provision in the Village's Zoning Ordinance,
Developers hereby agree that the Development will be initially leased only to"Agreed Tenants"
as defined herein. Developers further agree to provide the Village with copies of all initial
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executed leases, provided that Village agrees the leases shall be treated as proprietary and
competitive, and therefore not subject to the Freedom of Information Act.
For the purposes of this Agreement, the term "Agreed Tenants" shall mean only the following
types of tenants (by way of illustration and not exclusion):
A. sit-down restaurants which serve breakfast, lunch and possibly dinner, such as (by
way of illustration) Moondance, Walker Brothers' Pancake House, Le Peep, etc. B. book
stores, video stores, music stores, ice cream and dairy shops, candy specialty shops;
C. any type of clothing boutique other than discount shops;
D. coffee shops, such as (by way of illustration) Starbucks, Caribou Coffee, Seattle's
Best Coffee;
E. camera stores;
F. professional offices, such as insurance and travel agents;
G. bakeries or delicatessens;
H. a Country Inn Hotel and Conference Center;
f. any other tenant agreed to by the Village, which agreement shall not be
unreasonably withheld, denied or conditioned.
Developers hereby agree that the Development shall not include any Laundromats. To the
extent this Paragraph 6.01 is more restrictive than with the Village's Zoning Ordinance, this
Paragraph shall control. Moreover, the Parties hereto expressly agree that Village's approval of
each of the Agreed Tenants is subject to strict conformance with the Plans, as defined in
paragraph 6.02.
Appropriate architectural treatment of each tenant, including signage, shall be consistent with
approved plans
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6.02 Plan Development and Approval. The term "Plans" as used herein shall include and
collectively refer to:
A. Site Plan depicting the location of all buildings, entryways, parking areas, and all
"hardscape" improvements;
B. Landscape Plan depicting each planting to be used in the Development;
C. materials to be used on buildings and facades, driveways, and walkways;
D. lighting plan showing each lighting fixture to be used and its location;
E. a detail of each Sign to be placed in the Redevelopment Area including Tenant
identification signs or criteria therefore;
F. color palette for the entire Redevelopment Project;
G. a detailed schedule of when the TIF Improvements, and each specific building
depicted on the Site Plan will be built; and
H. a parking plan indicated the parking allotment for each user in the Development.
The Village will adopt Ordinance No. , attached hereto as Exhibit D and made a part
hereof, approving the Plans, which are hereby incorporated into this Agreement. The
Redevelopment Project shall be built in strict accordance with the Plans. To build the
Redevelopment Project in accordance with the Plans, the Developer must enter into an
agreement with the owner of the bank property (the "Bank Property") as depicted on Exhibit A,
allowing the Developer to enter onto the Bank Property to repave and re -stripe the bank's
parking lot in a manner consistent with the Plans. The Village shall have no obligation to issue
a building permit for Phase 11 until evidence of said agreement with the bank approval has been
submitted to the Village or Developer has otherwise obtained the approval of the appropriate
Village representatives.
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The Village has told the owner of the Marathon Property, as depicted on Exhibit A, that in the
event the owner chooses to upgrade its site to conform with the landscaping and architectural
detail as the Redevelopment Project, the Village would provide cross access to the owner for
the purpose of ingress and egress. Developer hereby agrees to assume this obligation upon its
taking title to the Village Property.
6.03 Developer Financinq. Developers have represented to the Village, as an inducement
to the Village to enter into this Redevelopment Agreement, that Developer will obtain a
construction loan from a commercial lender for the construction of the Redevelopment Project,
including Phase ll. Prior to Closing, the Developers will warrant to the Village that the proceeds
of the Loan and the Developers' equity will be sufficient to pay the Village for the purchase of
Village Property and construction of Phase II.
6.04 Building, Subdivision Codes. The Parties acknowledge and agree that the
contemplated uses and occupancies of the Development shall comply with the Plans, and all
federal, state and Village building codes, subdivision, zoning, environmental and other
developmental regulations and that the Development shall be constructed in compliance with all
such codes and regulations.
6.05 Utilities and Fees. The Village hereby agrees that Developers shall have the right to
connect any and all water, sanitary and storm sewer lines constructed in the Redevelopment
Project Area to Village utility lines existing at or near the perimeter of the Redevelopment
Project Area. The Village agrees that Developers shall be obligated to pay, in connection with
the development of the Redevelopment Project Area, only those water, sanitary sewer, building
permit, engineering, inspection, and other fees and charges of general applicability.
Developers further acknowledge that Developers shall be required to obtain any permits or
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approvals from all appropriate governmental and regulatory agencies required prior to making
any utility connections. Developers shall pay any charges that may be levied by the
Metropolitan Water Reclamation District.
6.06 Approvals and Permits. The Village agrees to provide Developers with assistance
with respect to obtaining building permits from the Village, and any permits or approvals
required from any governmental agency, whenever reasonably requested to do so,
notwithstanding anything in the Village Zoning, Subdivision or other Ordinances to the contrary:
6.07 No Liens. Developers agree that no mechanics' or other liens shall be established or
remain against the Redevelopment Project or the Pledged Taxes for labor or materials
furnished in connection with any acquisition, construction, additions, modifications,
improvements, repairs, renewals or replacements so made. However, Developers shall not be
in Default if mechanics' or other liens are filed or established and Developers contest in good
faith said mechanics' liens, posts a bond or other security with a title company insuring over
said lien, and in such event may permit the items so contested to remain undischarged and
unsatisfied during the period of such contest and any appeal therefrom. Developers hereby
agree and covenant to indemnify and hold harmless the Village in the event any liens are filed
against the Redevelopment Project as a result of acts of Developer, its agents or independent
contractors.
6.09 Indemnity. From and after Closing on acquisition of Phase II, the Developers release
the Village from, and agrees that the Village shall not be liable for, and hereby indemnify the
Village against all liabilities, losses, damages (including reasonable attorney's fees), causes of
action, suits, claims, costs and expenses, demands and judgments of any nature imposed upon
or asserted against the Village on account of: (i) any loss or damage to property, or injury to, or
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death of, or loss by, any person that may be occasioned by any cause whatsoever pertaining to
the acquisition and construction of the Redevelopment Project; (ii) any action arising under the
construction contracts related to the Redevelopment Project or any related document, or arising
from any act or failure to act by the Developers, or any of its agents, contractors, servants,
employees or licensees; (iii) violation of any law, ordinance or regulation affecting the
ownership, occupancy or use of the Redevelopment Project by the Developers or its agents;
(iv) any claim or action or proceeding with respect to the matters set forth in subparagraphs (i),
(ii), and (iii) above brought thereon. Nothing contained herein shall be construed as an
obligation of the Developers to indemnify or release the Village for its own negligent or willful
acts, or for any actions regarding the environmental remediation undertaken by Village on
Phase II.
In case any action or proceeding is brought against the Village with respect to which indemnity
may be sought hereunder, the Village shall give notice of that action or proceeding to the
Developers, and the Developers upon receipt of that notice shall have the obligation and the
right to assume the defense of the action or proceeding with counsel acceptable to the Village
in its sole discretion; provided, that failure of the Village to give that notice shall not relieve the
Developers from any of its obligations under this Paragraph unless that failure prejudices the
defense of the action or proceeding by the Developers.
The indemnification set forth above is intended to and shall include the indemnification of all
elected officials, directors, officers, attorneys, accountants, financial advisors, staff and
employees of the Village. That indemnification is intended to and shall be enforceable by the
Village to the full extent permitted by law. .
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Developer shall maintain the following insurance coverage for the Redevelopment Project,
unless otherwise agreed to by the Village's Director of Finance.
A. Property Insurance. The Developers shall at all times during the construction
period maintain at its sole cost and expense, or cause the contractor under the construction
contract to maintain, in full force and effect a policy or policies of Builder's Risk -Completed
Value Form Insurance insuring the Redevelopment Project against fire, lightning and all other
risks covered by the "All Risk" property policy then in use in the State of Illinois to the Full
Insurable Value of the Redevelopment Project (excluding off-site and site work, underground
sewers and water mains, demolition, test borings and parking areas) (subject to reasonable
loss deductible provisions not to exceed Fifty Thousand Dollars ($50,000.00). Prior to or
simultaneously with the expiration of said Builder's Risk Insurance, the Developers shall at its
sole cost and expense obtain and shall at all times maintain, a policy or policies of insurance to
insure the Redevelopment Project against loss or damage by fire, lightning and all other risks
covered by the "All Risk" property policy then in use in the State of Illinois in an amount equal to
the Full Insurable Value thereof, excluding same items as above (subject to reasonable loss
deductible clauses not to exceed $50,000.00).
B. Public Liability Insurance. The Developers shall at its sole cost and expense
maintain, or cause to be maintained, "public liability" insurance, under which the Village shall be
an additional insured on a primary and non-contributory basis, in an amount not less than One
Million Dollars ($1,000,000.00) in primary coverage with Five Million Dollars ($5,000,000.00) in
excess for bodily injury (including death and property damage) in any one occurrence on a per
project basis.
C. General Liability Insurance. The Developers shall at its sole cost and expense
maintain, or cause to be maintained, commercial general liability insurance, including products
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and completed operations coverage, under which the Village shall be named an additional
insured on a primary and non-contributory basis, in an amount not less than one million dollars
($1,000,000.00) for bodily injury (including death) and property damage in any one occurrence
and three million dollars ($3,000,000.00) in aggregate on a per project basis. Products and
completed operations coverage shall be maintained for a period of at least two years after
completion of the project.
D. Automobile Liability Insurance. The Developers shall at its sole cost and
expense maintain, or cause to be maintained, automobile liability insurance (including but not
limited to coverage for all losses whatsoever arising from the ownership, maintenance,
operation or use of any automobile, truck or other motor vehicle), in an amount not less than
one million dollars ($1,000,000.00).
E. Workers' Compensation Insurance. The Developers agree to maintain, or cause
to be maintained by all contractors during construction on the Redevelopment Project, the
Workers' Compensation coverage required by the laws of the State of Illinois. Limits shall be
"statutory" for workers' compensation coverage for no less than Five Hundred Thousand
($500,000.00) for employer's liability coverage.
F. Excess Liability Insurance. The Developers agree to maintain, or cause to be
maintained, an umbrella or excess liability policy with limits not less than Five Million Dollars
($5,000,000.00) per occurrence and aggregate. This policy shall apply in excess of general
liability, automobile liability and employer's liability coverages.
G. Developer's Responsibility. The insurance coverages required herein shall be
maintained at the Developers' sole cost and expense, and shall be maintained with an
insurance company licensed in the State of Illinois and having a rating of no less than A- VI
from A. M. Best Company. The Developers shall deliver certificates of the insurance policies
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required in the agreement bearing notations evidencing payment of the premiums or other
evidence of such payment to the Village. In the event of loss or damage to the Redevelopment
Project, the net proceeds of property insurance carried pursuant to this Agreement shall be
used to reconstruct the Redevelopment Project and to keep all real estate taxes current.
H. Certificates. For so long as the Notes are outstanding, the Developers shall deliver
to the Village certificates evidencing the liability insurance policies required herein, naming the
Village as an additional insured, with provisions for notification to the Village in the event of
cancellation.
6.10 Public Improvements. Nothing in the Agreement shall be construed as relieving or
otherwise modifying Developers' obligation to secure its construction, completion and warrantee
of required public improvements in accordance with the Village's subdivision control and
development ordinances.
Real Estate Taxes
VII
7.01 Real Estate Taxes. Developers hereby acknowledge that it is the intention of the
Village to use TIF to reimburse itself for land costs in excess of the Purchase Price, and the
costs of the TIF Improvements as permitted by the Act. Accordingly, the accurate assessment
and timely payment of real estate taxes is essential to the Village. Therefore, the Developers
hereby agree and covenant that to the extent it is obligated to pay any portioA of the real estate
tax bills for the Development, it shall pay such taxes promptly on or before the due date of such
tax bills, and shall use reasonable and diligent efforts to require all tenants in the Development
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to timely pay real estate taxes. Developers or the retailers doing business in the Shopping
Center shall have the right to pay said real estate taxes under protest, subject to applicable law
7.02. Right to Inspect. Developers agree that, up to one hundred eighty (180) days after
completion of the Redevelopment Project, the Village, with reasonable advance written notice
and during normal business hours, shall have the right and authority to review, audit, and copy,
from time to time, Developers' books and records relating to the TIF Improvements funded by
the Village hereunder (including all general contractor's sworn statements, general contracts,
subcontracts, material purchase orders, waivers of lien, paid receipts and invoices) in order to
confirm that the TIF Improvements were properly invoiced and those invoices were paid in full.
7.03. Certificate of Completion. Promptly, upon completion of Phases I and II of the
Redevelopment Project, the Village shall furnish the Developers with a Certificate of
Completion. For purposes of this Section, "completion" shall mean issuances of certificates of
occupancy for 90% or more of the retail, office, hotel and restaurant space for Phase I and II
and completion of landscape, parking, lighting and signage, together with any necessary site
work or rehabilitation on Phase ll. The issuance of the Certificate of Completion shall be in
recordable form and shall release Developers from any further liability under the terms of this
Agreement to construct and complete Phase I and II of the Redevelopment Project. Upon
written request by the Developers for a Certificate of Completion, the Village shall have fifteen
(15) business days within which to provide the Developer with such a Certificate or with a
written statement indicating in detail how the Developers have failed to complete the
construction and what measures or acts will be necessary for the Developers to take or perform
in order to obtain the Certificate. The Village's determination hereunder shall not be unduly
withheld, delayed or conditioned.
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AUTHORITY
VIII
8.01. Actions. The Village represents and warrants that upon application of Developers it
has taken, or will take, such action(s) as may be required and necessary to process the
amendments, variations, and special use approvals relating to its zoning subdivision and
building ordinances and its other ordinances, codes and regulations, as may be necessary or
proper in order to insure the development of the Development in accordance with the Plans and
to enable the Village to execute this Agreement and to carry out fully and perform the terms,
covenants, agreements, duties and obligations on its part to be kept and performed as provided
by the terms and provisions hereof. The Village will make available up to five (5) liquor licenses
for sit-down restaurants, subject to the applicable liquor commission codes and Illinois law.
8.02. Powers. The Village hereby represents and warrants that the Village has full
constitutional and lawful right, power and authority, under currently applicable law, to execute
and deliver and perform the terms and obligations of this Agreement, including but not limited to
the right, power and authority to finance the TIF Improvements, issue the Note or Notes, and to
convey the Property to Developers. Accordingly, this Agreement constitutes the legal, valid and
binding obligation of the Village, enforceable in accordance with its terms and provisions and
does not require the consent of any other governmental authority.
8.03. Authorized Parties. Whenever under the provisions of this Agreement and other
related documents and instruments or any supplemental agreement, request, demand,
approval, notice or consent of the Village or Developers are required, or the Village or
Developers are required to agree or to take some action at the request of the other, such
approval or such consent or such request shall be given for the Village, unless otherwise
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provided herein, by the President or his designee and for Developers by any officer of
Developers so authorized (in any event, the officers executing this Agreement are so
authorized); and any person shall be authorized to act on any such agreement, request,
demand, approval, notice or consent or other action and neither Party hereto shall have any
complaint against the other as a result of any such action taken.
8.04. Developers' Authority. The Developers hereby represent and warrants that they have
the lawful right, power and authority, under their corporate organizational document and the
laws of the State of Illinois, to execute and deliver and perform the terms and obligations of this
Agreement, including but not limited to the right, power and authority to obtain the loan, acquire
the Property and construct the Redevelopment Project. Accordingly, this Agreement
constitutes the legal, valid and binding obligation of the Developers, requires no further action
or approval of the Developers to be enforceable and does not violate any other obligation,
agreement or covenant of the Developers. As a condition to Closing, Developers will deliver an
opinion of independent counsel opining as to the enforceability of this Agreement against the
Developers.
IX
GENERAL PROVISIONS
9.01. No Joint Venture or Partnership. Nothing contained in this Agreement shall be construed
as creating either a joint venture or partnership relationship between the Village and Developers.
9.02. Time of Essence. Time is of the essence of this Agreement. The -Parties will make
every reasonable effort to expedite the subject matters hereof and acknowledge that the
successful performance of this Agreement requires their continued cooperation.
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9.03 Default. For the Purposes of this Agreement, the occurrence of any one of the following
events shall constitute a "Default':
A. For the Developers, a Default shall mean one of the following:
1. Failure to complete the Redevelopment Project in accordance with the
Plans and this Agreement;
2. Abandonment of construction for any reason;
3. Leasing or Sale of the Property or any portion thereof to a user other
than an Agreed Tenant or otherwise in violation of this Agreement;
and
4. Failure to pay real estate taxes.
B. The following shall constitute a Default by Village:
1. Failure to convey title to the Property in accordance with this
Agreement;
2. Failure to make timely payments on the Note, assuming Developers
are not in default hereunder and the Incremental Revenues are
available in accordance with this Agreement.
9.04. Remedies. Before any failure of any Party of this Agreement to perform its obligations
under this Agreement shall be deemed to be a Default of this Agreement, the Party claiming
such failure shall notify, in writing, the Party alleged to have failed to perform of the alleged
failure and shall demand performance. No breach of this Agreement may be found to have
occurred if the Default has been remedied to the reasonable satisfaction of the complaining
Party within thirty (30) calendar days of the receipt of such notice. Once notice has been given
and the defaulting Party has failed to cure the Default, the non -defaulting Party may seek the
following remedies:
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A. In the event of a Village Default, the Developers may seek, as its sole and exclusive
remedy, the remedy of specific performance as to the conveyance of the Village Property; and
an action in mandamus as to the Village's failure to deliver the Pledged Taxes.
B. In the event of a Developers Default, the Village may cease making payments on the
Note, and seek any other damage available in a court of law or equity.
9.05. Delay and Force Majeure. For the purposes of any of the provisions of this
Agreement, neither the Village nor Developers, as the case may be, nor any successor in
interest, shall be considered in breach of, or default in, its obligations under this Agreement in
the event of any delay caused by damage or destruction by fire or other casualty, shortage of
material, unusually adverse weather conditions such as, by way of illustration and not limitation,
severe rain storms or below freezing temperatures of abnormal degree or quantity for an
abnormal duration, tornadoes and other events or conditions beyond the reasonable control of
the Party affected which in fact interfere with the ability of such Party to discharge its respective
obligations hereunder. However, the failure of Developers' contractors or sub -contractors to
perform shall be not be a force majeure for the purposes of this Agreement. Having insufficient
funds or economic changes or hardships shall not be considered a force majeure condition.
9.06. Amendment. This Agreement, and any exhibits attached hereto, may be amended only
by the mutual consent of the Parties, by the adoption of an ordinance or resolution of the Village
approving said amendment, as provided by law, and by the execution of said amendment by
the Parties or their successors in interest. .
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9.07. No Other Agreement. Except as otherwise expressly provided herein, this Agreement
supersedes all prior agreements, negotiations and discussions relative to the subject matter
hereof and is a full integration of the agreement of the Parties
9.08. Severability. If any provision, covenant, agreement or portion of this Agreement, or its
application to any person, entity or property, is held invalid, such invalidity shall not affect the
application or validity of any other provisions, covenants or portions of this Agreement and, to
that end, any provisions, covenants, agreements or portions of this Agreement are declared to
be severable.
9.09. Assigns. This Agreement shall be binding upon the Parties and their respective
successors and assigns. After the completion of the Redevelopment Project, nothing herein
shall in any way prevent the alienation or sale of the Property, or any portion thereof, by the
Developers, nor shall anything herein be construed as limiting any rights of any lender or equity
partner or investor. Anything contained in this Paragraph 9.09 to the contrary notwithstanding,
no consent shall be required prior to selling, leasing or transferring any parcel of property within
the Development to commercial and retail users for development and use consistent with this
Agreement, the Plans, and Village ordinances.
9.10. Illinois Law. This Agreement shall be construed in accordance with the laws of the
State of Illinois.
9.11. Notice. All notices and requests required pursuant to this Agreement shall be sent as
follows:
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To Developers:
Corrib Construction
5 Loblolly Ct.
Lemont, Illinois 60439
Attn: Michael Conneely
With copies to:
And
Elk Grove Hospitality, Inc.
Go Thomas F. Courtney
Thomas F. Courtney & Associates, P.C.
7000 West 127' Street
Palos Heights, Illinois 60463
Thomas F. Courtney
Thomas F. Courtney & Associates, P.0
7000 West 127' Street
Palos Heights, Illinois 60463
Susan L. Jantorni
Staehlin & Jantorni
22 South Washington Avenue
Park Ridge, Illinois 60068
To the Village:
Village of Elk Grove Village
901 Wellington Avenue
Elk Grove, IL 60007-3499
Attn: Village Manager
With copies to:
And:
George Knickerbocker
Village Attorney
Village of Elk Grove Village
901 Wellington Avenue
Elk Grove Village, IL 60007-3499
Mary Riordan
Mary Riordan, Ltd.
919 North Michigan Avenue, Suite 530
Chicago, Illinois 60611
or at such other addresses as the Parties may indicate in writing to the other either by personal
delivery, courier, or by registered mail, return receipt requested, with proof of delivery thereof.
Mailed notices shall be deemed effective on the third day after mailing; all other notices shall be
effective when delivered.
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9.12. Counterparts. This Agreement may be executed in several counterparts, each of
which shall be an original and all of which shall constitute but one and the same agreement.
9.13. Recordation of Agreement. The Parties agree to execute and deliver the original of
this Agreement or a Memorandum thereof in proper form for recording with the Cook County
Recorder of Deeds.
9.14. Consent or Approval. Except as otherwise provided in this Agreement, whenever
consent or approval of either party is required, such consent or approval shall not be
unreasonably withheld unless expressly provided for herein.
9.15. Estoppel Certificate. Village shall upon fifteen (15) days written notice from
Developers or such other requesting Party, acknowledge and deliver to the requesting Party a
statement in writing (i) certifying that this Redevelopment Agreement is unmodified and in full
force and effect and (ii) acknowledging that Developers are not in Default hereunder. Any
prospective purchaser, tenant, subtenant, assignee or encumbrance of ail or any portion of the
Property that is owned by Developers may rely upon any such statement.
The Village's failure to deliver such statement within such time shall be deemed conclusive
upon such requesting Party's statement that this Redevelopment Agreement is in full force and
effect without modification, and that Developers are not in Default hereunder.
9.16 No Third -Party Beneficiaries. Nothing herein shall be construed as creating any
partnership or joint venture between the Village and Developers, or as to granting any rights to
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IN WITNESS WHEREOF, the Parties have duly executed this Agreement pursuant to all
requisite authorizations as of the date first above written.
ATTEST:
Ann I. Walsh
Clerk
ATTEST:
ATTEST:
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VILLAGE OF ELK GROVE VILLAGE, an
Illinois Municipal Corporation
By: Craig B. Johnson
It's Mayor
CORRIB CONSTRUCTION, INC.
In
Its
ELK GROVE HOSPITALITY, INC.
M
31
-093
I?
FIGURE I
BOUNDARY MAP
a, a«ti by C A M 110 S
z
00 a
-oat 4
� a
W
:1> U
rt.r
Oe, -050
Pt.Lt.1
Pt. -O/S
0-1
11
ISiL�
T
NORTH
DEVON[ROHLMIING
REDEVELOPMENT
PROJECT AREA
EXHIBIT
PHASE I
Work or Materials
Cost
Exhibit B .
Engineering
$
38,000.00
Masonry
$
18,248.00
Roofing
$
84,320.00
Plumbing
$
42,000.00
Demolition
$
24,700.00
Electric Repairs & Parking lot lights
$
85,000.00
New Facade
$
298,581.00
Landscape & Pavers
$
251,000.00
Awnings
$
30,000.00
Paving
$
130,000.00
$ 1,001,849.00
PHASE II
Land Acquisition
$
1,825,000.00
Demolition / Wrecking
$
130,000.00
Site -Work / Gutters, Curbs, Walk & Retaining Walls
$
109,000.00
Paving, Sewrs, Rebuild Existing Basin
$
202,174.00
Engineering Fees
$
60,000.00
Parking Lot Lights / Exterior Lighting
$
60,000.00
Landscaping Fountains, Pavers Flower Beds & Walks
$
300,000.00
$ 2,686,174.00
PHASE III
Purchase of Outlot $ 625,000.00
$ 4,313,023.00
SAMPLE REDEVELOPMENT NOTE
THIS OBLIGATION IS A LIMITED OBLIGATION OF THE VILLAGE AND MAY
CONTAIN RISKS TO HOLDER. ANY PURCHASER, ASSIGNEE OR
SUCCESSOR SHOULD CONSULT WITH SECURITIES COUNSEL AND
CONDUCT DUE DILIGENCE PRIOR TO ACCEPTING THIS
REDEVELOPMENT NOTE. ANY POTENTIAL PURCHASER SHOULD READ
THE ENTIRE NOTE, THE REDEVELOPMENT AGREEMENT BETWEEN
CORRIB CONSTRUCTION, INC. AND THE VILLAGE OF ELK GROVE
VILLAGE AND UNDERSTAND ITS TERMS PRIOR TO ACCEPTING THIS
REDEVELOPMENT NOTE.
VILLAGE OF ELK GROVE VILLAGE,
COOK AND DUPAGE COUNTIES, ILLINOIS
LIMITED OBLIGATION REDEVELOPMENT NOTE
(SERIES 2003-A)
, 200
FOR VALUE RECEIVED, THE VILLAGE OF ELK GROVE VILLAGE, COOK
AND DUPAGE COUNTIES, ILLINOIS (the "Village"), an Illinois municipal
corporation and home rule unit of local government existing under the
Constitution and laws of the State of Illinois, promises to pay to the holder of this
Note ("Payee") the principal sum of subject to the terms and
conditions contained herein.
1. Authoritv. This Redevelopment Note is issued pursuant to the exercise of
the Village's power and authority as a home rule municipality and pursuant to the
Tax Increment Allocation Redevelopment Act of the State of Illinois (the "Act"),
as amended, and pursuant to an ordinance adopted on 200_ (the
"Authorizing Ordinance"). Pursuant to the Authorizing Ordinance, the Village is
C]wmdows\lemp\wpmE24d doe
issuing this Note for the purpose of paying for various eligible TIF costs ("Eligible
TIF Costs") in accordance with the Act and the Redevlopment Agreement
between Corrib Construction, Ltd., Elk Grove Hospitality, LLC, and the Village.
All terms used herein shall have the identical meaning as in the Authorizing
Ordinance.
2. Security. THIS NOTE IS LIMITED OBLIGATION OF THE VILLAGE AND
IS NOT SECURED BY THE VILLAGE'S FULL FAITH AND CREDIT. This Note
is secured by only by the Pledged Taxes, as that term is defined in the
Redevelopment Agreement. The Pledged Taxes shall be the sole security for
this Note, and all Pledged Taxes shall be applied to fund all required payments
on this Note, subject to the Village's prior annual lien as provided for in the
Redevelopment Agreement.
Deposits of Pledged Taxes into a fund to pay the Redevelopment Note shall not
be subject to any additional appropriation process of the Village, and amounts
deposited therein shall be disbursed in accordance with this Note and the
Authorizing Ordinance without further action by the Village.
3. Terms. The terms of this Redevelopment Note shall be:
a. Principal - The principal amount of this Redevelopment Note
shall be .
b. Interest - Simple Interest shall accrue on the unpaid balance
of the principal sum at eight percent (8%) per annum, computed
from the date hereof. Interest shall be computed on the basis of a
E
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360 day year. Accrued and unpaid interest shall be accounted for
separately and shall not be added to principal. No interest shall
accrue on unpaid interest.
C. Repayment - The principal sum of this Redevelopment Note and
interest thereon, as hereinabove stated, shall be paid in annual payments
on February 1, of each year (a "Payment Date"). Commencing on March
1, of the year following the year this Note is delivered. The Village shall
make annual payments from the Pledged Taxes. Said payments shall be
applied first to the current interest, the principal due and owing on the
Payment Date, and then, to the extent available Increment is available, to
any unpaid accrued interest. The Village may make partial payments at
times other than Payment Dates in accordance with this paragraph c.
d. Extension of Term. The term of this Redevelopment Note shall be
the earlier of twenty years from the date of issuance, or, June 26th, 2024
(the "Term"). In the event the Pledged Taxes are insufficient to repay this
entire Redevelopment Note during the term, the Village will have no
further obligation hereunder.
5. Payment. Principal and interest shall be paid by check of the Village mailed
to the address of the Payee, unless the Village has been directed to make such
payments in another manner by written notice given to the Village by the Payee
at least 15 days prior to the Payment Date. Payments of principal and interest
shall be made in lawful money of the United States of America as at the time of
payment constitutes legal tender for the payment of public and private debts.
6. Prepayment. Full or partial prepayment may occur at any time, without
penalty.
3
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7. Restriction on Transfer. This Redevelopment Note has been issued to
Payee in consideration of Eligible TIF Costs paid by Payee, and based upon
certain representations of Payee to Village. Therefore, Payee shall not assign,
sell or otherwise transfer this Redevelopment Note without first giving the Village
thirty days prior written notice of the intended transfer. Said notice shall contain
the name, address and agent of the intended transferee, and the consideration
being received by transferor. Said notice shall also contain a statement that the
transfer will not violate any applicable federal or state laws. The provisions of
this paragraph 7 shall be binding on Payee and all future transferors.
8. PAYEE WAIVER OF RIGHTS AND CLAIMS. PAYEE, ITS ASSIGNEES AND
SUCCESSORS, HEREBY ACKNOWLEDGE THAT EACH HAS RECEIVED THIS
REDEVELOPMENT NOTE WITH NO REPRESENTATIONS OR WARRANTIES FROM THE
VILLAGE REGARDING THE DEVELOPMENT, THE PROPERTY, THE PROJECTED AMOUNT OF
PLEDGED TAXES OR AREA INCREMENT, THE LIKELIHOOD OF REPAYMENT OF THE
REDEVELOPMENT NOTE, OR ANY OTHER MATTER REGARDING THE REDEVELOPMENT
NOTE. THE VILLAGE HAS MADE NO ATTEMPT TO DISCLOSE ANY RISKS OR POTENTIAL
RISKS WHICH MAY BE ASSOCIATED WITH THIS REDEVELOPMENT NOTE, AND PAYEE,
UPON ACCEPTANCE OF THIS REDEVELOPMENT NOTE AND IN ADDITIONAL CONSIDERATION
THEREOF, HEREBY WAIVES ANY RIGHTS TO ANY DISCLOSURES, REPRESENTATIONS OR
WARRANTIES TO WHICH A BUYER OF SECURITIES WOULD TYPICALLY BE ENTITLED.
PAYEE, ITS ASSIGNEES AND SUCCESSORS HEREBY REPRESENT TO THE VILLAGE THAT HE
OR SHE ARE SOPHISTICATED IN THE MATTERS OF REAL ESTATE DEVELOPMENT AND THAT
EACH PARTY HAS CONDUCTED HIS OR HER OWN DUE DILIGENCE AS THE TO RISKS
ASSOCIATED WITH THIS REDEVELOPMENT NOTE.
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PAYEE , ITS ASSIGNEES AND SUCCESSORS, FURTHER ACKNOWLEDGE THAT UPON
ACCEPTANCE OF THIS REDEVELOPMENT NOTE, PAYEE, ITS ASSIGNEES AND
SUCCESSORS ARE ESTOPPED FROM RAISING ANY CLAIMS AGAINST OR CHALLENGES TO
THE VALIDITY OF THIS REDEVELOPMENT NOTE, THE VALIDITY OF THE FORMATION OF THE
REDEVELOPMENT PROJECT AREA, AND ANY OTHER ACTIONS TAKEN BY THE VILLAGE OR
ITS AGENTS IN RELATION TO THIS DEVELOPMENT.
PAYEE, AND EACH ASSIGNEE AND SUCCESSOR HAS FULLY READ THIS
ENTIRE REDEVELOPMENT NOTE AND UNDERSTANDS ALL OF THE
TERMS AND CONDITIONS CONTAINED HEREIN
9. No Recourse. This Redevelopment Note and the obligation to pay the
principal of and interest on this Redevelopment Note are limited obligations of
the Village and are payable solely from Developer Pledged Taxes available
under the Authorizing Ordinance. The Redevelopment Note and the obligation
to pay the principal of and interest on the Redevelopment Note do not constitute
an indebtedness of the Village within. the meaning of any constitutional or
statutory provision, and shall not constitute or give rise to a pecuniary liability of
the Village or a charge against its general credit or taxing power.
10. Default. The sole event constituting a default for the purposes of this
Redevelopment Note shall be the event of Pledged Taxes being collected by the
Village and the Village fails to deliver the Pledged Taxes in accordance with the
Redevelopment Agreement and this Redevelopment Note.
11. Remedies. Whenever, under the terms of the Redevelopment Note, the
principal and interest outstanding and unpaid become due and payable, and
5
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Pledged Taxes are available for payment in accordance with the Authorizing
Ordinance, the holder of the Redevelopment Note may pursue the remedy of
specific performance to collect the unpaid balance hereof, together with interest
12. No Waiver by Deli No delay on the part of the holder of the
Redevelopment Note in exercising any option to demand payment shall operate
as a waiver thereof or preclude the exercise thereof at any time during the
Continuance of a default.
13. Jurisdiction. The Redevelopment Note for all purposes shall be governed
by and construed in accordance with the laws of the State of Illinois.
14. Presentment. The Village hereby waives demand, presentment for
payment, notice of dishonor and protest
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions
and things required to exist, happen and be performed precedent to and in the
execution of the Redevelopment Note do exist, have happened and have been
performed in due time, form and manner as required by law, and that the
issuance of the Redevelopment Note does not exceed or violate any
constitutional or statutory limitation.
IN WITNESS WHEREOF, the Village of Elk Grove has caused this Note to be
executed in its name and on its behalf by the manual or facsimile signature of its
Mayor, and its corporate seal, or a facsimile thereof, to be hereunto affixed or
6
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otherwise reproduced hereon and attested by the manual or facsimile signature
of its Village Clerk.
Dated:
(SEAL)
Attest:
Village Clerk
7
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VILLAGE OF ELK GROVE
Mayor President
EXHIBIT D
ORDINANCE NO. 2911
AN ORDINANCE REZONING CERTAIN PROPERTY LOCATED AT THE NORTHEAST
CORNER OF ROHLWING ROAD AND DEVON AVENUE AND GRANTING SEVERAL
VARIATIONS FOR THE REDEVELOPMENT OF THE ROHLWING GROVE SHOPPING
CENTER IN ITS ENTIRETY
WHEREAS, the Plan Commission of the Village of Elk Grove
Village, at a public hearing duly called and held according to
law, considered the petition of the Village of Elk Grove Village
and Corrib Construction Company, co -petitioners, said petition to
rezone the western portion of the Devon/Rohlwing Shopping Center
(Phase II) from B-2 Business to the B-3 Business District and to
grant various variations with respect to building height, number
of stories, number of parking stalls, length of parking stalls
and width of parking aisles on property formerly identified as
the Devon/Rohlwing Shopping Center; and
WHEREAS, the Plan Commission after having heard testimony
from the Village and representatives from Corrib Construction
Company find and believe that the rezoning of the property, the
granting of the variations and the development of the property in
conformance with the approved site plan is in the best interest
of the Village.
NOW, THEREFORE BE IT ORDAINED by the Mayor and Board of
Trustees of the Village of Elk Grove Village, Counties of Cook
and DuPage as follows:
Section l: That the property located on the westoside of
the Devon/Rohlwing Shopping Center located at the northeast
corner of Devon Avenue and Rohlwing Road, which property is
legally described as Phase II on Exhibit A attached hereto, be
and the same is hereby rezoned from the B-2 Business District to
11
the B-3 Business District.
Section 2: That the following variations are hereby
granted for Phase I, Phase II and Phase III (future acquisition):
A. A height variation to permit a three-story hotel/motel
facility 41 ',� feet in height - representing a variation
from the requirement of two -stories and thirty-five
feet in height.
B. A variation of 74 parking stalls from 690 spaces
required to 616 spaces actual.
C. To grant a variation to permit 17 foot and 18 foot
parking stall lengths and 23 foot driveway aisle widths
in the northerly portion of the development.
Section 3: That the granting of the rezoning and
variations be subject to the following conditions:
A. That the development be built in substantial
conformance with the Devon Commons Banquet
and Conference Center/Hotel and Restaurant Center
site plan prepared by Shelvis Group P.C. dated August
2, 2002 and as amended September 12, 2002.
B. That the developer submit a final landscape and
screening plan to the Plan Commission for approval
prior to the issuance of any occupancy permit.
C. That the developer and the Village agree in concept
to establish a parking plan and valet service for those
occasions and dates where the banquet facility
will be occupied by more than 600 people.
0A
Section 4: That this ordinance shall be in full force and
effect from and after its passage and approval according to law.
VOTE: AYES: 4 NAYS: 0 ASSENT: 2
PASSED this 8th day of October 2002.
APPROVED this 8`h day of October 2002.
ATTEST:
Ann I. Walsh
Village Clerk
OrdDevonRohlwing.doc
91
APPROVED:
Craig B. Johnson, Mayor
lo.'MtHl twl
LEGAL DESCRIPTION
PHASE I
LOT 1 IN ROHLWING GROVE I -A BEING A SUBDIVISION IN THE SOUTHWEST
'/4 OF SECTION 31, TOWNSHIP 41 NORTH, RANGE i I EAST OF THE THIRD
PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS
PHASE II
LOT 1 IN ROHLWING GROVE UNIT NO. 1, A SUBDIVISION OF THE
SOUTHWEST'/40F SECTION 31, TOWNSHIP 41 NORTH, RANGE 11, EAST OF
THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS,
ACCORDING TO THE PLAT THEREOF REGISTERED OCTOBER 16, 1975 AS
DOCUMENT NO. 2835195 WITH THE REGISTRAR OF TITLES OF COOK
COUNTY, ILLINOIS