Loading...
HomeMy WebLinkAboutOrdinance #4295 - Redevelopment Agreement between the City of Canton and Daniel Lattimore, Lattimore Properties CERTIFICATE THE UNDERSIGNED CERTIFIES THAT SHE IS THE CITY CLERK FOR THE CITY OF CANTON, ILLINOIS, AND THAT THE CITY COUNCIL AT A REGULARLY CONSTITUTED MEETING OF SAID CITY COUNCIL OF THE CITY OF CANTON ON THE 2ND DAY OF AUGUST,2022,ADOPTED ORDINANCE NO.4295,A TRUE AND CORRECT COPY OF WHICH IS CONTAINED IN THIS PAMPHLET. GIVEN UNDER MY HAND AND SEAL THIS 2ND DAY OF AUGUST, 2022. (SEAL) DIANA P- E'-ROCK CITY CLERK CITY OF CANTON, ILLINOIS ORDINANCE NO. 4295 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A TIF REDEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CANTON,FULTON COUNTY,ILLINOIS AND DANIEL LATTIMORE AND LATTIMORE PROPERTIES,LLC. PASSED BY THE CITY COUNCIL OF THE CITY OF CANTON,FULTON COUNTY,ILLINOIS, ON THE 2ND DAY OF AUGUST,2022. PUBLISHED IN PAMPHLET FORM BY AUTHORITY OF THE CITY COUNCIL OF THE CITY OF CANTON,FULTON COUNTY,ILLINOIS, THIS 2ND DAY OF AUGUST, 2022. EFFECTIVE: AUGUST 2,2022 CITY OF CANTON, ILLINOIS: ORDINANCE NO.4295 CANTON 1 —DOWNTOWN/5TH AVENUE TAX INCREMENT FINANCING (TIF) DISTRICT AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A REDEVELOPMENT AGREEMENT by and between THE CITY OF CANTON and DANIEL LATTIMORE and LATTIMORE PROPERTIES,LLC BE IT ORDAINED BY THE CITY OF CANTON, FULTON COUNTY, ILLINOIS THAT: 1. The Redevelopment Agreement with Daniel Lattimore and Lattimore Properties, LLC (Exhibit A attached) is hereby approved. 2. The Mayor is hereby authorized and directed to enter into and execute on behalf of the City said Redevelopment Agreement and the City Clerk of the City of Canton is hereby authorized and directed to attest such execution. 3. The Redevelopment Agreement shall be effective the date of its approval on the 2nd day of August, 2022. 4. This Ordinance shall be in full force and effect from and after its passage and approval as required by law. [the remainder of this page is intentionally blank] ll PASSED, APPROVED AND ADOPTED by the Corporate Authorities of the City of Canton, Fulton County, Illinois, on the 2nd day of August, 2022, and deposited and filed in the Office of the City Clerk of said City on that date. MAYOR&ALDERMEN AYE VOTE NAY VOTE ABSTAIN/ABSENT Angie Lingenfelter X Andra Chamberlin X Jeff Fritz X Craig West X Greg Gossett X Justin Nelson X John Lovell X Angela Hale X Kent A.McDowell,Mayor • TOTAL VOTES 6 0 2 APPROVED: / `"� `� `�' k(/l , Date: / /2022 Ke t A. McDowell,Mayor, ' of Canton ATTEST: r:( -401 r , Date: / /2022 Diana Pavley-Roc ity er , City of Canton ATTACHMENTS: EXHIBIT A. REDEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CANTON AND DANIEL LATTIMORE AND LATTIMORE PROPERTIES,LLC. iii EXHIBIT A CANTON 1-DOWNTOWN/5TH AVENUE TAX INCREMENT FINANCING (TIF) DISTRICT REDEVELOPMENT AGREEMENT by and between THE CITY OF CANTON and DANIEL LATTIMORE and LATTIMORE PROPERTIES, LLC iv CANTON 1 - DOWNTOWN/5TH AVENUE TAX INCREMENT FINANCING DISTRICT REDEVELOPMENT AGREEMENT by and between CITY OF CANTON, FULTON COUNTY, ILLINOIS and DANIEL LATTIMORE and LATTIMORE PROPERTIES, LLC AUGUST 2, 2022 CANTON 1—DOWNTOWN/5TH AVENUE TIF DISTRICT TIF REDEVELOPMENT AGREEMENT by and between CITY OF CANTON and DANIEL LATTIMORE and LATTIMORE PROPERTIES,'LLC THIS TIF REDEVELOPMENT AGREEMENT (including Exhibits) is entered into this 2k"day of August,2022,by the City of Canton (the"City"),an Illinois Municipal Corporation,Fulton County, Illinois, and Daniel Lattimore and Lattimore Properties, LLC, an Illinois Limited Liability Company (collectively the"Developer"). PREAMBLE WHEREAS,the City has the authority to promote the health,safety,and welfare of the City and its citizens and to prevent the spread of blight and deterioration and inadequate public facilities by promoting the development of private property thereby increasing the tax base of the City and providing employment for its citizens;and WHEREAS, pursuant to 65 ILCS 5/8-1-2.5, a municipality may appropriate and expend funds for economic development purposes, including without limitation for commercial enterprises that are deemed necessary or desirable for the promotion of economic development within the community;and WHEREAS, pursuant to the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11- 74.4.4 et seq., as amended (the "Act"), the City has the authority to provide incentives to owners or prospective owners of real property to develop, redevelop, and rehabilitate such property by reimbursing the owners for certain costs from resulting increases in real estate tax revenues;and WHEREAS,on July 6,2004,recognizing the need to foster the development,expansion and revitalization of certain properties which are vacant,underutilized, or undeveloped, the City adopted Tax Increment Financing under the Act, approved a Redevelopment Plan, and designated a Redevelopment Area known as the Canton International Harvester Site Project Area TIF District (currently known as the "Canton 1 - Downtown / 5th Avenue TIF District" and hereinafter referred to as the"TIF District");and WHEREAS, properties located at 24 and 36 South Main Street, Canton, Illinois, (PIN 09-08-27-414-018 and PIN 09-08-27-414-030) (hereinafter referred to as the"Property",and further described in Exhibit "1"attached hereto) were acquired by the Developer on May 19,2022 and are within the TIF District Redevelopment Project Area;and WHEREAS, the Developer has acquired the Property and intends to proceed with plans to: (1) undertake renovations of the upper stories of the buildings located thereon in order accommodate the lease of two or more new residential apartment units therein and (2) install new façades,windows and doors on the exteriors of the buildings for the three separate, ongoing businesses currently operating on the ground-level spaces of the buildings located thereon, and the Developer is undertaking the Project based upon incentives made available by the City;and 2 WHEREAS, it is the intent of the City to encourage economic development which will increase the real estate tax base of the City,which increased incremental taxes will be used,in part,to finance incentives to assist development within the TIF District;and WHEREAS, the Developer's proposed Project is consistent with the TIF District Redevelopment Plan and Projects for the Redevelopment Project Area and shall further conform to the land uses of the City as adopted;and WHEREAS,pursuant to Section 5/11-74.4-4(b) of the Act,the City may make and enter into all contracts with property owners, developers, tenants, overlapping taxing bodies, and others necessary or incidental to the implementation and furtherance of the Redevelopment Plan;and WHEREAS, pursuant to Section 5/11-74.4-4(j) of the Act, the City may incur project redevelopment costs and reimburse developers who incur redevelopment project costs authorized by a redevelopment agreement and further defined in Section 5/11-74.4-3(q) of the Act,including those Estimated TIF Eligible Project Costs as herein listed in the attached Exhibit "1" of this Redevelopment Agreement;and WHEREAS, the Developer requested that incentives for the development be provided by the City from incremental increases in real estate taxes of the City generated from its Project and the City agreed to such incentives;and WHEREAS, the City has determined that this Project required the incentives requested as set forth herein and that said Project will,as a part of the Plan,promote the health,safety and welfare of the City and its citizens by attracting private investment to prevent blight and deterioration and to generally enhance the economy of the City;and WHEREAS, the City has reviewed the conditions of the Property and has reason to believe that the costs of the necessary public and private improvements to be incurred by the Developer in furtherance of the Project are eligible project costs under the Act and are consistent with the Redevelopment Plan of the City;and WHEREAS, the Parties have agreed to the incentives set forth herein in order to facilitate the Project;and WHEREAS, in consideration of the execution of this Agreement, the Developer is completing the Project as set forth in Exhibit"1"and further agrees to maintain Fifty Percent(50%) occupancy of all residential apartment and commercial spaces in the building for a period of two (2) years following completion of the Project;and WHEREAS, failure to maintain Fifty Percent (50%) occupancy of all residential apartment and commercial spaces in the building for a period of two(2)years following completion of the Project may result in the City assessing a penalty to the Developer for non-performance; and WHEREAS, the City is entering into this Agreement having encouraged and induced the Developer to proceed with the Project located on said Property. 3 AGREEMENTS NOW,THEREFORE,the Parties,for good and valuable consideration,the receipt of which is acknowledged,agree as follows: A. PRELIMINARY STATEMENTS 1. The Parties agree that the matters set forth in the recitals above are true and correct and form a part of this Agreement. 2. Any terms which are not defined in this Agreement shall have the same meaning as they do in the Act,unless indicated to the contrary. 3. The Developer shall remain in compliance with all municipal ordinances relating to property development,property condition,zoning,subdivision and building codes. Failure to cure the violation of any such ordinance within thirty(30) days upon being provided written notice of the same by the City shall be cause for the City to declare the Developer in Default and unilaterally terminate this Agreement, except where such failure is not reasonably susceptible to cure within such 30-day period,in which case the Developer shall have such additional time to cure as is reasonably necessary, provided that the Developer has commenced such cure within such 30-day period and continues to diligently prosecute the same to completion. 4. The Developer shall complete the Project within twelve (12) months from the date this Agreement is executed, subject to extension due to Force Majeure (defined below). The Project shall be deemed to be complete when: (1) the rehabilitation and reconstruction of the new upper-level residential apartment units of the buildings are complete,(2) the rehabilitation and renovation of the exterior facades,windows and doors have been complete, (3) the City has issued a Certificate of Occupancy for both the upper level residential units and lower level exterior improvements, (4) the Developer has achieved a,minimum of Fifty Percent (50%) occupancy of the new upper-level residential apartment units, and (5) the three (3) ground- level commercial businesses continue to remain in operation. 5. Each of the Parties represents that it has taken all actions necessary to authorize its representatives to execute this Agreement. B. ADOPTION OF TAX INCREMENT FINANCING The City has created a Tax Increment Financing District known as the "Canton 1 - Downtown/5th Avenue TIF District" which includes the Developer's Property. The City has approved certain Redevelopment Project Costs,including the types described in Exhibit "1"for the Developer's Project. C. INCENTIVES In consideration for the Developer purchasing the Property and completing the Project as set forth herein, the City agrees to extend to the Developer the following incentives to assist the Developer's Project: 1. Upon: (1) timely completion of the Project,(2) the City issuing a Certificate of Occupancy for not less than half of the new upper-level residential apartment space, and (3) the Developer 4 having verified a minimum of $30,000 of TIF eligible costs for rehabilitation, repairs and renovations incurred by the Developer for the redevelopment of the Property, the City shall reimburse Developer a single,lump-sum payment of Fifteen Thousand and 00/100 Dollars ($15,000.00); then, upon (1) the Developer completing the remainder of the Project and remaining in compliance with applicable City codes, the City shall annually reimburse the Developer Ninety Percent (90%) of the annual incremental"net"increase in real estate tax revenues derived from the Developer's Project. a. All said payments to the Developer by the City shall be reimbursements of the Developer's verified TIF Eligible Project Costs as estimated and set forth in Exhibit "1"attached hereto. Such reimbursements shall be payable pursuant to the terms herein provided and only during the current remaining life of the TIF District(tax year 2027 payable 2028), or upon the Developer's receipt of the maximum, cumulative reimbursement amount of Twenty-One Thousand and 00/100 Dollars ($21,000.00),whichever occurs first. b. "Net" real estate tax increment is defined as increases in annual real estate tax increment derived from the Developer's Project after payment of the proportionate amount of administrative fees and costs incurred by the City and payments pursuant to TIF District Intergovernmental Agreements,if any. The Developer's proportionate amount is calculated by dividing the increment generated by the Developer's Project by the total TIF District increment and multiplying the result by such payments of administrative fees and costs and payments pursuant to such TIF District intergovernmental agreements,if any. 2. The Developer agrees to maintain not less than Fifty Percent (50%) occupancy of all TIF- supported residential apartment and commercial business spaces in the building for a period of two (2) years following completion of the Project. Failure to maintain said occupancy may result in Developer incurring the following penalties: a. New upper-level residential apartment units for which the City has herein reimbursed TIF benefits must be used for residential purposes for a period of not less than two (2) years after the original Certificate of Occupancy is issued by the City. If the units are used for any other purpose within this period, the Developer will be required to refund the City Ten Thousand and 00/100 Dollars($10,000)upon receiving written notice of default by the City.A vacant residential apartment unit used for storage will not be considered as "another use" for the purposes of this requirement, as long as the property is available and appropriately advertised as available for rent. b. Ground-level commercial space for which the City has herein reimbursed TIF benefits must be used for commercial business purposes for a period of not less than two (2) years after completion of the Project. If the ground-level commercial business space becomes vacant or is used for any other purpose within this period, future TIF, reimbursements pursuant to Section "C(1)(B)"above shall cease and Developer will be required to refund the City Five Thousand and 00/100 Dollars ($5,000) upon receiving written notice of default by the City. A vacant commercial business space used for storage will not be considered as "another use" for the purposes of this requirement, as long as the property is available and appropriately advertised as available for rent as commercial business space. 5 3. Reimbursement of real estate tax increment to the Developer by the City as described in this Section "C"shall be conditioned upon the Developer providing information pursuant to Section "E"and Section "F"below. D. LIMITATION OF INCENTIVES TO DEVELOPER 1. The Developer shall be reimbursed by the City for all Eligible Project Costs permitted by the Act(subject to a limitation of$21,000.00) from the real estate tax increment generated by this Project located on the Property and deposited into the Special Account,but only for the term of the Agreement and only from the Property included in this Project and currently owned by the Developer at that location. The parties may add additional phases and eligible project in excess of the amount authorized by this Agreement upon mutual agreement. 2. It is not contemplated nor is the City obligated to use any of its proportionate share of the monies for any of the Developer's Eligible Project Costs but,rather,the City shall use its sums for any purpose under the Act as it may in its sole discretion determine. 3. The Developer agrees to substantially complete the project, subject to Force Majeure, as defined below. E. PAYMENT OF ELIGIBLE PROJECT COSTS 1. Payment to the Developer for TIF Eligible Project Costs as set forth by the Act,shall be made by a Requisition for Payment of Private Development Redevelopment Costs (Exhibit "2", "Requisition") submitted from time to time by the Developer to the City's TIF Administrator Jacob&Klein,Ltd.,with copy to The Economic Development Group,Ltd. (collectively, the "Administrator"), and subject to the Administrator's approval of the costs and to the availability of funds in the Special Account. 2. All Requisitions must be accompanied by verified bills or statements of suppliers,contractors or professionals together with mechanic's lien waivers (whether partial or full) from each of the parties entitled to a payment that is the subject of the Requisition as required by the City. 3. For the Developer to receive reimbursement of Eligible Project Costs for costs it has incurred in any year as set forth in Paragraphs "1"and"2"above,the Developer must submit such proposed eligible costs to the City by March 1 of the following year. If there are no accumulated outstanding costs previously submitted and approved by the City and if the Developer does not submit such proposed eligible costs by this deadline, the Developer will forfeit reimbursement of such costs from the prior year's real estate tax increment to be paid in the current year. Any approved eligible costs submitted after this deadline will be eligible for reimbursement from the next year's real estate increment receipts. 4. Any real estate increment not required to be paid to the Developer under the terms of Paragraph "3"above shall be available to the City for any purpose set forth in the TIF Plan and allowed by the Act. 5. The Developer shall use such sums as reimbursement for Eligible Project Costs only to the extent permitted by law and the Act and may allocate such funds for any purpose for the terms of this Agreement or the term of the TIF District whichever is longer. 6 6. The Administrator shall approve or disapprove a Requisition by written receipt to the Developer within thirty (30) business days after receipt of the Requisition. Approval of the Requisition will not be unreasonably withheld. If a Requisition is disapproved by the Administrator,the reasons for disallowance will be set forth in writing and the Developer may resubmit the Requisition with such additional information as may be required and the same procedures set forth herein shall apply to such re-submittals. 7. All TIF Eligible Project Costs approved shall then be paid by the City from the Special Account to the Developer, or to others as directed by the Developer, pursuant to the Redevelopment Plan and as allowed by Illinois Law. The City shall pay such approved eligible Costs annually, provided the Developer has satisfied the terms of this Agreement and costs which exceed the amount available to pay the Developer shall carry forward, until paid, without further action of the Developer. Payment shall be made within forty-five (45) days after approval subject to the terms if this Agreement and after receipt of the increment generated by the Developer's Redevelopment Project from the County. 8. The Parties acknowledge that the determination of Eligible Project Costs, and, therefore, qualification for reimbursement hereunder are subject to changes or interpretation made by amendments to the Act, administrative rules or judicial interpretation during the term of this Agreement.The City has no obligation to the Developer to attempt to modify those decisions but will assist the Developer in every respect as to obtaining approval of Eligible Project Costs. F. ANNUAL VERIFICATION OF TAX INCREMENT AND JOBS CREATED 1. It shall be the sole responsibility of the Developer, or its designee, to annually provide to the City,as requested in writing,copies of all PAID real estate tax bills for the Property. 2. The annual reimbursement of real estate tax incrementby the City to the Developer as set forth in Section C above shall be conditioned upon the Developer providing the City with the numbers of jobs created or retained by the Project for a particular year if requested by the City to do so for that year. 3. The failure of Developer to provide any information required herein after written notice from the City, and the continued failure to provide such information within (30) days after such notice, shall be considered a breach of this Agreement and shall be cause for the City to deny payments hereunder to the Developer, which payments are conditional upon receipt of the foregoing information. G. REIMBURSEMENT OF DEVELOPER INCENTIVE AMOUNTS RECEIVED IF CITY IS REQUIRED TO REFUND MONIES DUE TO FILING OF DEVELOPER TAX OBJECTION OR ASSESSMENT APPEAL 1. If a refund of tax increment (including any accrued statutory interest thereon) is potentially due from the City's TIF Fund as the result of any tax objection, assessment challenge, filing for a property tax exemption under Section 200/15-86 of the Illinois Property Tax Code or appeal to the Illinois Property Tax Appeal Board (PTAB),issuance of a certificate of error or other such action, including any appeals therefrom, concerning the potential reduction of assessed value of the Property, the City may at its sole discretion withhold the Developer's 7 share of any such possible refund (including any accrued statutory interest thereon) from future reimbursements calculated to be paid to the Developer under this Agreement. Furthermore, the Developer is hereby obligated to provide written notice to the City within five (5) business days of its filing any such objection, assessment challenge or formal appeal to the PTAB or other such action, including any appeals therefrom, that could potentially reduce the assessed value of the Property. Failure to provide such notice shall be considered a breach of this Agreement and shall be cause for the City to deny payments hereunder to the Developer. 2. Any funds withheld by the City under this Section G shall be deposited by it into a separate interest-bearing bank account. Upon final determination of the assessed value of the Property, the City shall pay to the Developer the principal amount due under this Agreement as recalculated. The City shall be entitled to retain any interest earned on the account as partial payment for the administration of the account due to the delay of the determination of the final evaluation and recalculation of the benefits due the Developer under this Agreement. 3. If it appears to the City that it will be unable to recover the Developer's share of any such refund (including any accrued statutory interest thereon) from the remaining future reimbursements due the Developer under this Agreement,the Developer shall reimburse the City for the Developer's remaining unpaid share of such refund within thirty (30) days upon receiving written demand of the same from the City. 4. Notwithstanding anything contained in this Agreement to the contrary, the obligations contained in this Section G shall remain in effect for the remaining life of the TIF District, whether the TIF District expires upon the current expiration of the Redevelopment Plan and Projects adopted by the City(tax year 2027 payable 2028) at an earlier time if the City passes an ordinance terminating the TIF District; or at a later time if the TIF District is legislatively extended. Furthermore, the obligations set forth in this Section G shall survive the expiration of the TIF District if a tax objection or other such action taken by the Developer is pending prior to the expiration of the TIF District and shall continue until final disposition of such action. H. LIMITED OBLIGATION The City's obligation hereunder to pay the Developer for Eligible Project Costs is a limited obligation to be paid solely from the Special Account. Said obligation does not now and shall never constitute an indebtedness of the City within the meaning of any State of Illinois constitutional or statutory provision and shall not constitute or give rise to a pecuniary liability of the City or a charge or lien against any City fund or require the City to utilize its taxing authority to fulfill the terms of this Agreement. I. CITY PUBLIC PROJECTS The City intends to use part or all of its share of the Project's real estate increment for other public projects within the TIF District or within contiguous TIF Districts as allowed by law.The City shall be eligible for reimbursement of the cost of doing so, as well as other eligible costs incurred by the City in the TIF District. 8 J. LIMITED LIABILITY OF CITY TO OTHERS FOR DEVELOPER'S EXPENSES There shall be no obligation by the City to make any payments to any person other than the Developer, nor shall the City be obligated to make direct payments to any other contractor, subcontractor, mechanic, or materialman providing services or materials to the Developer for the Developer's Project. K. COOPERATION OF THE PARTIES 1. The City and the Developer agree to cooperate fully with each other when requested to do so concerning the development of the Developer's Redevelopment Project. This includes without limitation the.City assisting or sponsoring the Developer,or agreeing to jointly apply with the Developer,for any grant,award,subsidy or additional funding which may be available from other governmental sources as the result of the Developer's or City's activities. This also includes without limitation the Developer assisting or sponsoring the City, or agreeing to jointly apply with the City,for any grant,award,or subsidy which may be available as the result of the City's or the Developer's activities. 2. The Parties agree to take such actions,including the execution and delivery of such documents, instruments, petitions, and certifications (and, in the City'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. 3. The Parties shall cooperate fully with each other in seeking from any or all appropriate governmental bodies all approvals (whether federal, state, county or local) required or useful for the construction or improvement of property and facilities in and on the Property or for the provision of services to the Property, including, without limitation, wetland mitigation, gas, telephone, and electric utility services, roads, highways,rights-of-way,water and sanitary sewage facilities,and storm water disposal facilities. L. DEFAULT; CURE;REMEDIES In the event of a default under this Redevelopment Agreement by any party hereto (the "Defaulting Party"), which default is not cured within the cure period provided for below, then the other Party (the "Non-defaulting Party"), may have an action for damages, or,in the event damages would not fairly compensate the Non-defaulting Parties for the Defaulting Party's breach of this Redevelopment Agreement,the Non-defaulting Party shall have such other equity rights and remedies as are available to them at law or in equity.Any damages payable by the City hereunder shall be limited to the real estate tax increment payable to the Developer under the terms of this Agreement. In the event a Defaulting Party shall fail to perform a monetary covenant which it is required to perform under this Redevelopment Agreement,it shall not be deemed to be in default under this Redevelopment Agreement unless it shall have failed to perform such monetary covenant within thirty (30) days of its receipt of a notice from a Non-defaulting Party specifying that it has failed to perform such monetary covenant. In the event a Defaulting Party fails to perform any nonmonetary covenant as and when it is required to under this Redevelopment Agreement,it shall not be deemed to be in default if it shall have cured such default within thirty (30) days of its receipt of a notice from a Non- 9 defaulting Party specifying the nature of the default, provided, however, with respect to those nonmonetary defaults which are not capable of being cured within such thirty (30) day period,it shall not be deemed to be in default if it commences curing within such thirty(30) day period,and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured. M. TIME; FORCE MAJEURE For this Agreement, time is of the essence. The Developer agrees to complete this Project within twelve (12) months following the date of execution of this Agreement. Failure to do so shall be cause for the City to declare the Developer in default and unilaterally terminate this Agreement. However, the Developer and the City shall not be deemed in default with respect to any obligations of this Agreement on its part to be performed if the Developer or City fails to timely perform the same and such failure is due in whole, or in part, to any strike,lock-out,labor trouble (whether legal or illegal), civil disorder,inability to procure materials,weather conditions wet soil conditions, failure or interruptions of power, restrictive governmental laws and regulations, condemnation, riots, insurrections,war, fuel shortages,accidents,casualties,Acts of God,acts caused directly or indirectly by the City(or the City's agents,employees or invitees)when applicable to Developer or third parties, or any other cause beyond the reasonable control of Developer or the City. N. ASSIGNMENT The rights (including,but not limited to, the right to payments contemplated by Section "C" of this Agreement) and obligations (or either of them) of the Developer under this Agreement shall not be assignable unless by written authorization of the City. O. WAIVER Any party to this Agreement may elect to waive any remedy it may enjoy hereunder,provided that no such waiver shall be deemed to exist unless the party waiving such right of remedy does so in writing. No such waiver shall obligate such party to waive any right of remedy hereunder or shall be deemed to constitute a waiver of other rights and remedies provided said party pursuant to this Agreement. P. SEVERABILITY If any section, subsection, term or provision of this Agreement or the application thereof to any party or circumstance shall, to any extent, be invalid or unenforceable, the remainder of said section, subsection, term or provision of this Agreement or the application of same to parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. Q. NOTICES All notices,demands,requests,consents,approvals or other instruments required or permitted by this Agreement shall be in writing and shall be executed by the Party or an officer,agent or attorney of the Party,and shall be deemed to have been effective as of(i) the date of actual delivery,if delivered personally,or(ii)as of the third(3`) day from and including the date of posting,if mailed by registered or certified mail, return receipt requested, with postage prepaid or (iii) the next business day if sent overnight delivery using a nationally recognized delivery service,addressed as follows: 10 TO CITY TO DEVELOPER City of Canton Daniel Lattimore % City Clerk 6424 Koerner Rd. 2 N. Main St. Edwards,IL 61528 Canton,Illinois 61520 Ph: (309) 889-6053 Ph: (309) 647-0020 Email: danfishlattimore@gmail.coin With copy to: and Jacob &Klein,Ltd. and Lattimore Properties,LLC The Economic Development Group,Ltd. 24 S. Main St.,Bldg. 30 1701 Clearwater Avenue Canton,Illinois 61520 Bloomington,Illinois 61704 Ph: (309) 664-7777 With copy to: R. SUCCESSORS IN INTEREST Subject to the provisions of Section "M"above, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. S. NO JOINT VENTURE,AGENCY, OR PARTNERSHIP CREATED Neither anything in this Agreement nor any acts of the Parties to this Agreement shall be construed by the Parties or any third person to create the relationship of a partnership,agency,or joint venture between or among such Parties. T. LIMITATIONS OF LIABILITY As it relates to this Agreement, no recourse under or upon any obligation, covenant or agreement of this Agreement or for any claim based thereon or otherwise in respect thereof shall be had against the City,its officers, agents and employees, in excess of any specific sum agreed by the City to be paid to Developer, hereunder, subject to the terms and conditions herein,and no liability, right or claim at law or in equity shall attach to or shall be incurred by its officers,agents and employees in excess of such amounts, and all and any such rights or claims of Developer against the City, its officers, agents and employees are hereby expressly waived and released as a condition of and as consideration for the execution of this Agreement by the City. U. ENTIRE AGREEMENT The terms and conditions set forth in this Agreement supersede all prior oral and written 11 understandings and constitute the entire agreement between the City and the Developer with respect to the subject matter hereof. V. TERM OF THE AGREEMENT Notwithstanding anything contained herein to the-contrary, this Agreement shall expire upon the first to occur of the current expiration of the TIF District as of tax year 2027 payable 2028, or upon the Developer receiving all incentives included herein. The Agreement shall expire sooner if the Developer files for bankruptcy or otherwise becomes insolvent,the Property becomes the subject of foreclosure proceedings, or upon default by the Developer of this Agreement. W. ILLINOIS PREVAILING WAGE ACT It is the understanding of the Parties that the position of the Illinois Department of Labor is that the Illinois Prevailing Wage Act does not apply to Sales Tax Reimbursements received by private developers as reimbursement for private redevelopment project costs. This position of the Department of Labor is stated as an answer to a FAQ on its website at: haps://www2.illinois.govhdol/FAQs/Pages/prevailing-wage-faq.aspx#gst16. The Developer shall indemnify and hold harmless the City, and all City elected or appointed officials, officers, employees, agents, representatives, engineers, consultants, and attorneys (collectively, the "indemnified Parties"), from any and all claims that may be asserted against the Indemnified Parties or one or more of them, in connection with the applicability, determination, and/or payments made under the Illinois Prevailing Wage Act (820 ILCS 130/0.01 et. seq.), the Illinois Procurement Code, and/or any similar State or Federal law or regulation. This obligation to indemnify and hold harmless obligates Developer to defend any such claim and/or action,pay any liabilities and/or penalties imposed,and pay all defense costs of City,including but not limited to the reasonable attorney fees of City. Failure to comply with any of these requirements may cause all benefits hereunder to be terminated by the City. X. OTHER GENERAL PROVISIONS 1. Titles of Paragraphs: Tides of the several parts, paragraphs, sections, or articles of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any provisions hereof. 2. Warranty of Signatories: The signatories of Developer warrant full authority to both execute this Agreement and to bind the entity in which they are signing on behalf of. 3. Counterparts:This Agreement may be executed in counterparts,which when taken together shall constitute a single signed original as though all Parties had executed the same page. 4. Choice of Law/Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois with venue lying in the Circuit Court of Fulton County, Illinois. 12 THIS AGREEMENT IS INTENDED TO BE A LEGAL DOCUMENT. AN ATTORNEY AT LAW SHOULD BE CONSULTED PRIOR TO THE EXECUTION OF THIS DOCUMENT. IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed by their duly authorized officers on the above date at the City of Canton,Illinois. CITY DEVELOPER CITY OF CANTON, ILLINOIS,an Illinois DANIEL LATTIMORE, individually Municipal Corporation 4, BY: BY: 4-- 4 Daniel Lattimore Mayor Date: / `?`/ ZZ Date: LATTIMORE PROPERTIES, LLC,an dip I BY: Illinois Limited Liability Company !� i BY: Imo_ City Clerk Daniel Lattimore,Manager Date: Date: Attachments: Exhibit 1. Summary of TIF Eligible Project Costs Exhibit 2. Request for Verification of TIF Eligible Project Costs by Daniel Lattimore and Lattimore Properties,LLC. 13 EXHIBIT 1 SUMMARY OF ESTIMATED TIF ELIGIBLE PROJECT COSTS CANTON 1 —DOWNTOWN/5TH AVENUE TIF DISTRICT Daniel Lattimore and Lattimore Properties,LLC (24&36 South Main St.) Redevelopment Project Project Description: Developer acquired the Properties on 5/19/2022 and intends to proceed with plans to undertake upper-story renovations to construct and lease two or more new residential apartment units, as well as to install new facades, windows and doors on the exteriors of the buildings (the "Project") within which there are also three (3) separate, ongoing businesses currently operating in the ground-level spaces of the buildings that will continue leasing those areas after the Project is completed. Location: 24&36 South Main St.,Canton,IL (PIN 09-08-27-414-018 and PIN 09-08-27-414-030) 24 South Main Street (PIN 09-08-27414-030):JONES 2ND ADDS 52' 10"E 107.5'LOT 48 &N 61/2"E 107.5'LOT 49 Aill_. , __, ,,, - ,,,,,_ -,..,',..-.1,-,C4-- -, '-.----1---":- ',-extrYAipt _-,_ . '. ., , &;z3,,,,...,_:2 1 -1 , - - 1 4 iii.v.s. _e of ii,.. .,-L,i.Hi 1, .• . 6 6-; g 111 1 E'''''al ill illl Ml Mic-lri- • 7q�y ........ ,.`,„/, ' 4:;41.4,4:P-= i t 7 , , 7:4 ,tri — ag. �} 'it°''1 k ��x i+"' -, ,r 't It ea p., ''"a ) ''`in i40 ai`� -...,.N..,... 1 " rte-, ,, .%. 1- t x, a a q t i ,' E. 77 - a ,r -mm 4,i ll- , , 7 A - a _ h r t4' I�', al 36 South Main Street ON 09-08-27414-018):SECT/LOT 49 JONES 2ND ADD S36 1 3 N42 12 E 107 12 S 10N42121V74 ae jlilt 11 ' i 1 I- , 7-,T3 . I )f.' ' ti 'Zy..'. Developer's Estimated TIF Eligible Project Costs: Rehabilitation or renovation of upper-levels of buildings for new apartment units $15,000 Exterior rehabilitation or renovation of building facades,windows and doors $15,000 TOTAL ESTIMATED TIF ELIGIBLE PROJECT COSTS1 $30,000 1 NOTE: The total,cumulative reimbursement of new real estate tax increment generated by the Developer's Project for TIF Eligible Project Costs payable by the City to the Developer shall not exceed $21,000.00, as set forth in this Redevelopment Agreement. The line items set forth in this Exhibit "I"are not intended to place a total limit on the described expenditures or intended to preclude payment of other TIF eligible redevelopment project costs in connection with the Developer's Project,provided the total amount of payment for all eligible redevelopment project costs,public and private,shall not exceed the total amount set forth herein. Adjustments may be made to the designated and anticipated line items within the total,either increasing or decreasing verified line-item costs for the Redevelopment Project. 14 EXHIBIT 2 CANTON 1—DOWNTOWN/5TH AVENUE TIF DISTRICT PRIVATE PROJECT REQUEST FOR VERIFICATION OF TIF ELIGIBLE PROJECT COSTS BY DANIEL LATTIMORE AND LATTIMORE PROPERTIES, LLC Date submitted: Attention: City of Canton,IL TIF District Administrator • Re: TIF Redevelopment Agreement dated August 2,2022,by and between the City of Canton and Daniel Lattimore and Lattimore Properties,LLC (24&36 South Main St.) Project. The City of Canton is hereby requested to disburse funds from the Special Tax Allocation Fund pursuant to the above referenced Redevelopment Agreement in the following amount(s) to the Developer and for the purpose(s) set forth in this Request for Verification of the Developer's TIF Costs. The terms used herein shall have the same meanings as those terms in the Redevelopment Agreement. 1. Request No. 2. Reimbursement payable to: Daniel Lattimore and Lattimore Properties,LLC 3. Amounts requested to be reimbursed (attach additional pages, if necessary): Description of Developer's TIF Cost Amount TOTAL: 4. The amount requested to be disbursed pursuant to this Request for Reimbursement will be used to reimburse the Developer for Redevelopment Project Costs for the Project detailed in Exhibit "1"of the Redevelopment Agreement. 5. The undersigned hereby certifies and swears under oath that the following statements are true and correct: 15 a. the amounts included in (3) above were made or incurred or financed and were necessary for the Project and were made or incurred in accordance with the City Codes;and b. the amounts paid or to be paid, as set forth in this Request for Reimbursement, represent a part of the funds due and payable for Developer's TIF Costs;and c. the expenditures for which amounts are requested represent proper redevelopment project costs as identified in the"Limitation of Incentives to Developer" described in Section "D" of the Redevelopment Agreement: have not been included in any previous Request for Reimbursement; have been properly recorded on the Developer's books; are set forth with invoices attached for all sums for which reimbursement is requested;and proof of payment of the invoices;and d. the amounts requested are not greater than those necessary to meet obligations due and payable or to reimburse the Developer for its funds actually advanced for redevelopment project costs;and e. the Developer is not in default under the Redevelopment Agreement and nothing has occurred to the knowledge of the Developer that would prevent the performance of its obligations under the Redevelopment Agreement. f. Any violation of this oath shall constitute a default of the Redevelopment Agreement and shall be cause for the City to unilaterally terminate the Redevelopment Agreement. 6. Attached hereto is a copy of Exhibit "1"of the Redevelopment Agreement, together with copies of invoices and proof of payment of such invoices,including cancelled checks and/or any lien waivers (to the extent applicable) relating to all items for which reimbursement is being requested. BY: (Developer) Title: ❑REVIEWED BY CANTON TIF DISTRICT ADMINISTRATOR BY: Title: Date: ❑APPROVED BY CITY OF CANTON,ILLINOIS BY: Title: Date: 16 -mac/z 75 • CERTIFICATE THE UNDERSIGNED CERTIFIES THAT SHE IS THE CITY CLERK FOR THE CITY OF CANTON, ILLINOIS, AND THAT THE CITY COUNCIL AT A REGULARLY ' CONSTITUTED MEETING OF SAID CITY COUNCIL OF THE CITY OF CANTON ON THE 2ND DAY OF AUGUST,2022,ADOPTED ORDINANCE NO.4295,A TRUE AND CORRECT COPY OF WHICH IS CONTAINED IN THIS PAMPHLET. •. -- GWEN UNDER MY HAND AND SEAL THIS 2ND DAY OF AUGUST,2022. (SEAL) DIANA P" E'-ROCK CITY CLERK CERTIFICATE THE UNDERSIGNED CERTIFIES THAT SHE IS THE CITY CLERK FOR THE CITY OF CANTON, ILLINOIS, AND THAT THE CITY COUNCIL AT A REGULARLY CONSTITU 1'ED MEETING OF SAID CITY COUNCIL OF THE CITY OF CANTON ON THE 2ND DAY OF AUGUST,2022,ADOPTED ORDINANCE NO.4295,A TRUE AND CORRECT COPY OF WHICH IS CONTAINED IN THIS PAMPHLET. GIVEN UNDER MY HAND AND SEAL THIS 2ND DAY OF AUGUST, 2022. (SEAL) DIANA PAVLEY-ROCK CITY CLERK c- CITY OF CANTON, ILLINOIS ORDINANCE NO. 4295 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A TIF REDEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CANTON,FULTON COUNTY,ILLINOIS AND DANIEL LATTIMORE AND LATTIMORE PROPERTIES,LLC PASSED BY THE CITY COUNCIL OF THE CITY OF CANTON,FULTON COUNTY,ILLINOIS, ON THE 2ND DAY OF AUGUST,2022. PUBLISHED IN PAMPHLET FORM BY AUTHORITY OF THE CITY COUNCIL OF THE CITY OF CANTON,FULTON COUNTY,ILLINOIS, THIS 2ND DAY OF AUGUST,2022. EFFECTIVE: AUGUST 2,2022 CITY OF CANTON,ILLINOIS: ORDINANCE NO.4295 CANTON 1—DOWNTOWN/5TH AVENUE TAX INCREMENT FINANCING (TIF)DISTRICT AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A REDEVELOPMENT AGREEMENT by and between THE CITY OF CANTON and DANIEL LATTIMORE and LATTIMORE PROPERTIES,LLC BE IT ORDAINED BY THE CITY OF CANTON, FULTON COUNTY, ILLINOIS THAT: 1. The Redevelopment Agreement with Daniel Lattimore and Lattimore Properties, LLC (Exhibit A attached)is hereby approved. 2. The Mayor is hereby authorized and directed to enter into and execute on behalf of the City said Redevelopment Agreement and the City Clerk of the City of Canton is hereby authorized and directed to attest such execution. 3. The Redevelopment Agreement shall be effective the date of its approval on the 2nd day of August,2022. 4. This Ordinance shall be in full force and effect from and after its passage and approval as required by law. [the remainder of this page is intentionally blank] ll PASSED, APPROVED AND ADOPTED by the Corporate Authorities of the City of Canton, Fulton County,Illinois, on the 2nd day of August, 2022, and deposited and filed in the Office of the City Clerk of said City on that date. MAYOR&ALDERMEN AYE VOTE NAY VOTE ABSTAIN/ABSENT Angie Lingenfelter X Andra Chamberlin X Jeff Fritz X Craig West X Greg Gossett X Justin Nelson X John Lovell X Angela Hale X Kent A.McDowell,Mayor TOTAL VOTES 6 0 2 APPROVED: , Date: / /2022 Kent A.McDowell,Mayor,City of Canton ATTEST: , Date: / /2022 Diana Pavley-Rock,City Clerk,City of Canton ATTACHMENTS: EXHIBIT A. REDEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF CANTON AND DANIEL LATTIMORE AND LATTIMORE PROPERTIES,LLC. iii EXHIBIT A CANTON 1.—DOWNTOWN/5TH AVENUE TAX INCREMENT FINANCING(TIF) DISTRICT REDEVELOPMENT AGREEMENT by and between THE CITY OF CANTON and DANIEL LATTIMORE and LATTIMORE PROPERTIES,LLC iv CANTON 1 — DOWNTOWN/5TH AVENUE TAX INCREMENT FINANCING DISTRICT REDEVELOPMENT AGREEMENT by and between CITY OF CANTON, FULTON COUNTY, ILLINOIS and DANIEL LATTIMORE and LATTIMORE PROPERTIES, LLC AUGUST 2, 2022 CANTON 1—DOWNTOWN/5TH AVENUE TIF DISTRICT TIF REDEVELOPMENT AGREEMENT by and between CITY OF CANTON and DANIEL LATTIMORE and LATTIMORE PROPERTIES,LLC THIS TIF REDEVELOPMENT AGREEMENT (including Exhibits)is entered into this 2°d day of August,2022,by the City of Canton(the"City"),an Illinois Municipal Corporation,Fulton County, Illinois, and Daniel Lattimore and Lattimore Properties, LLC, an Illinois Limited Liability Company(collectively the"Developer"). PREAMBLE WHEREAS,the City has the authority to promote the health,safety,and welfare of the City and its citizens and to prevent the spread of blight and deterioration and inadequate public facilities by promoting the development of private property thereby increasing the tax base of the City and providing employment for its citizens;and WHEREAS, pursuant to 65 ILCS 5/8-1-2.5, a municipality may appropriate and expend funds for economic development purposes,including without limitation for commercial enterprises that are deemed necessary or desirable for the promotion of economic development within the community;and WHEREAS,pursuant to the Tax Increment Allocation Redevelopment Act, 65 ILCS 5/11- 74.4.4 et seq., as amended (the "Act"), the City has the authority to provide incentives to owners or prospective owners of real property to develop, redevelop, and rehabilitate such property by reimbursing the owners for certain costs from resulting increases in real estate tax revenues;and WHEREAS,on July 6,2004,recognizing the need to foster the development,expansion and revitalization of certain properties which are vacant,underutilized, or undeveloped,the City adopted Tax Increment Financing under the Act, approved a Redevelopment Plan, and designated a Redevelopment Area known as the Canton International Harvester Site Project Area TIF District (currently known as the "Canton 1 - Downtown / 5th Avenue TIF District" and hereinafter referred to as the"TIF District");and WHEREAS, properties located at 24 and 36 South Main Street, Canton, Illinois, (PIN 09-08-27-414-018 and PIN 09-08-27-414-030) (hereinafter referred to as the"Property",and further described in Exhibit "1"attached hereto)were acquired by the Developer on May 19, 2022 and are within the TIF District Redevelopment Project Area;and WHEREAS, the Developer has acquired the Property and intends to proceed with plans to: (1)undertake renovations of the upper stories of the buildings located thereon in order accommodate the lease of two or more new residential apartment units therein and(2)install new façades,windows and doors on the exteriors of the buildings for the three separate, ongoing businesses currently operating on the ground-level spaces of the buildings located thereon, and the Developer is undertaking the Project based upon incentives made available by the City;and 2 WHEREAS, it is the intent of the City to encourage economic development which will increase the real estate tax base of the City,which increased incremental taxes will be used,in part,to finance incentives to assist development within the TIF District;and WHEREAS, the Developer's proposed Project is consistent with the "11F District Redevelopment Plan and Projects for the Redevelopment Project Area and shall further conform to the land uses of the City as adopted;and WHEREAS,pursuant to Section 5/11-74.4-4(b) of the Act,the City may make and enter into all contracts with property owners, developers, tenants, overlapping taxing bodies, and others necessary or incidental to the implementation and furtherance of the Redevelopment Plan;and WHEREAS, pursuant to Section 5/11-74.4-4(j) of the Act, the City may incur project redevelopment costs and reimburse developers who incur redevelopment project costs authorized by a redevelopment agreement and further defined in Section 5/11-74.4-3(q) of the Act,including those Estimated TIF Eligible Project Costs as herein listed in the attached Exhibit "1" of this Redevelopment Agreement;and WHEREAS, the Developer requested that incentives for the development be provided by the City from incremental increases in real estate taxes of the City generated from its Project and the City agreed to such incentives;and WHEREAS, the City has determined that this Project required the incentives requested as set forth herein and that said Project will,as a part of the Plan,promote the health,safety and welfare of the City and its citizens by attracting private investment to prevent blight and deterioration and to generally enhance the economy of the City;and WHEREAS, the City has reviewed the conditions of the Property and has reason to believe that the costs of the necessary public and private improvements to be incurred by the Developer in furtherance of the Project are eligible project costs under the Act and are consistent with the Redevelopment Plan of the City;and WHEREAS, the Parties have agreed to the incentives set forth herein in order to facilitate the Project;and WHEREAS, in consideration of the execution of this Agreement, the Developer is completing the Project as set forth in Exhibit"1"and further agrees to maintain Fifty Percent(50%) occupancy of all residential apartment and commercial spaces in the building for a period of two (2) years following completion of the Project;and WHEREAS, failure to maintain Fifty Percent (50%) occupancy of all residential apartment and commercial spaces in the building for a period of two(2)years following completion of the Project may result in the City assessing a penalty to the Developer for non-performance;and WHEREAS, the City is entering into this Agreement having encouraged and induced the Developer to proceed with the Project located on said Property. 3 AGREEMENTS NOW,THEREFORE,the Parties,for good and valuable consideration,the receipt of which is acknowledged,agree as follows: A. PRELIMINARY STATEMENTS 1. The Parties agree that the matters set forth in the recitals above are true and correct and form a part of this Agreement. 2. Any terms which are not defined in this Agreement shall have the same meaning as they do in the Act,unless indicated to the contrary. 3. The Developer shall remain in compliance with all municipal ordinances relating to property development,property condition,zoning,subdivision and building codes. Failure to cure the violation of any such ordinance within thirty (30) days upon being provided written notice of the same by the City shall be cause for the City to declare the Developer in Default and unilaterally terminate this Agreement, except where such failure is not reasonably susceptible to cure within such 30-day period,in which case the Developer shall have such additional time to cure as is reasonably necessary, provided that the Developer has commenced such cure within such 30-day period and continues to diligently prosecute the same to completion. 4. The Developer shall complete the Project within twelve (12) months from the date this Agreement is executed, subject to extension due to Force Majeure (defined below). The Project shall be deemed to be complete when: (1) the rehabilitation and reconstruction of the new upper-level residential apartment units of the buildings are complete,(2) the rehabilitation and renovation of the exterior facades,windows and doors have been complete, (3) the City has issued a Certificate of Occupancy for both the upper level residential units and lower level exterior improvements, (4) the Developer has achieved a minimum of Fifty Percent (50%) occupancy of the new upper-level residential apartment units, and (5) the three (3) ground- level commercial businesses continue to remain in operation. 5. Each of the Parties represents that it has taken all actions necessary to authorize its representatives to execute this Agreement. B. ADOPTION OF TAX INCREMENT FINANCING The City has created a Tax Increment Financing District known as the "Canton 1 - Downtown/5th Avenue TIF District" which includes the Developer's Property. The City has approved certain Redevelopment Project Costs,including the types described in Exhibit"1"for the Developer's Project. C. INCENTIVES In consideration for the Developer purchasing the Property and completing the Project as set forth herein, the City agrees to extend to the Developer the following incentives to assist the Developer's Project: 1. Upon: (1) timely completion of the Project, (2) the City issuing a Certificate of Occupancy for not less than half of the new upper-level residential apartment space, and (3) the Developer 4 having verified a minimum of $30,000 of TIF eligible costs for rehabilitation, repairs and renovations incurred by the Developer for the redevelopment of the Property, the City shall reimburse Developer a single,lump-sum payment of Fifteen Thousand and 00/100 Dollars ($15,000.00); then, upon (1) the Developer completing the remainder of the Project and remaining in compliance with applicable City codes, the City shall annually reimburse the Developer Ninety Percent (90%) of the annual incremental "net"increase in real estate tax revenues derived from the Developer's Project. a. All said payments to the Developer by the City shall be reimbursements of the Developer's verified TIF Fligible Project Costs as estimated and set forth in Exhibit "1"attached hereto. Such reimbursements shall be payable pursuant to the terms herein provided and only during the current remaining life of the TIF District(tax year 2027 payable 2028), or upon the Developer's receipt of the maximum, cumulative reimbursement amount of Twenty-One Thousand and 00/100 Dollars ($21,000.00),whichever occurs first. b. "Net" real estate tax increment is defined as increases in annual real estate tax increment derived from the Developer's Project after payment of the proportionate amount of administrative fees and costs incurred by the City and payments pursuant to TIF District Intergovernmental Agreements,if any. The Developer's proportionate amount is calculated by dividing the increment generated by the Developer's Project by the total TIF District increment and multiplying the result by such payments of administrative fees and costs and payments pursuant to such TIF District intergovernmental agreements,if any. 2. The Developer agrees to maintain not less than Fifty Percent(50%) occupancy of all TIF- supported residential apartment and commercial business spaces in the building for a period of two (2)years following completion of the Project. Failure to maintain said occupancy may result in Developer incurring the following penalties: a. New upper-level residential apartment units for which the City has herein reimbursed TIF benefits must be used for residential purposes for a period of not less than two (2) years after the original Certificate of Occupancy is issued by the City. If the units are used for any other purpose within this period, the Developer will be required to refund the City Ten Thousand and 00/100 Dollars ($10,000)upon receiving written notice of default by the City.A vacant residential apartment unit used for storage will not be considered as "another use" for the purposes of this requirement, as long as the property is available and appropriately advertised as available for rent. b. Ground-level commercial space for which the City has herein reimbursed TIF benefits must be used for commercial business purposes for a period of not less than two (2) years after completion of the Project. If the ground-level commercial business space becomes vacant or is used for any other purpose within this period, future TIF reimbursements pursuant to Section "C(1)(B)"above shall cease and Developer will be required to refund the City Five Thousand and 00/100 Dollars ($5,000) upon receiving written notice of default by the City. A vacant commercial business space used for storage will not be considered as "another use" for the purposes of this requirement, as long as the property is available and appropriately advertised as available for rent as commercial business space. 5 3. Reimbursement of real estate tax increment to the Developer by the City as described in this Section "C"shall be conditioned upon the Developer providing information pursuant to Section "E"and Section "F"below. D. LIMITATION OF INCENTIVES TO DEVELOPER 1. The Developer shall be reimbursed by the City for all Eligible Project Costs permitted by the Act(subject to a limitation of$21,000.00) from the real estate tax increment generated by this Project located on the Property and deposited into the Special Account,but only for the term of the Agreement and only from the Property included in this Project and currently owned by the Developer at that location. The parties may add additional phases and eligible project in excess of the amount authorized by this Agreement upon mutual agreement. 2. It is not contemplated nor is the City obligated to use any of its proportionate share of the monies for any of the Developer's Eligible Project Costs but,rather,the City shall use its sums for any purpose under the Act as it may in its sole discretion determine. 3. The Developer agrees to substantially complete the project, subject to Force Majeure, as defined below. E. PAYMENT OF ELIGIBLE PROJECT COSTS 1. Payment to the Developer for TIF Eligible Project Costs as set forth by the Act,shall be made by a Requisition for Payment of Private Development Redevelopment Costs (Exhibit "2", "Requisition") submitted from time to time by the Developer to the City's TIF Administrator Jacob &Klein,Ltd.,with copy to The Economic Development Group,Ltd. (collectively,the "Administrator"), and subject to the Administrator's approval of the costs and to the availability of funds in the Special Account. 2. All Requisitions must be accompanied by verified bills or statements of suppliers,contractors or professionals together with mechanic's lien waivers (whether partial or full) from each of the parties entitled to a payment that is the subject of the Requisition as required by the City. 3. For the Developer to receive reimbursement of Eligible Project Costs for costs it has incurred in any year as set forth in Paragraphs "1"and"2"above,the Developer must submit such proposed eligible costs to the City by March 1 of the following year. If there are no accumulated outstanding costs previously submitted and approved by the City and if the Developer does not submit such proposed eligible costs by this deadline, the Developer will forfeit reimbursement of such costs from the prior year's real estate tax increment to be paid in the current year. Any approved eligible costs submitted after this deadline will be eligible for reimbursement from the next year's real estate increment receipts. 4. Any real estate increment not required to be paid to the Developer under the terms of Paragraph "3"above shall be available to the City for any purpose set forth in the TIF Plan and allowed by the Act. 5. The Developer shall use such sums as reimbursement for Eligible Project Costs only to the extent permitted by law and the Act and may allocate such funds for any purpose for the terms of this Agreement or the term of the TIF District whichever is longer. 6 6. The Administrator shall approve or disapprove a Requisition by written receipt to the Developer within thirty (30) business days after receipt of the Requisition. Approval of the Requisition will not be unreasonably withheld. If a Requisition is disapproved by the Administrator,the reasons for disallowance will be set forth in writing and the Developer may resubmit the Requisition with such additional information as may be required and the same procedures set forth herein shall apply to such re-submittals. 7. All TIF Eligible Project Costs approved shall then be paid by the City from the Special Account to the Developer, or to others as directed by the Developer, pursuant to the Redevelopment Plan and as allowed by Illinois Law. The City shall pay such approved eligible Costs annually, provided the Developer has satisfied the terms of this Agreement and costs which exceed the amount available to pay the Developer shall carry forward, until paid, without further action of the Developer. Payment shall be made within forty-five (45) days after approval subject to the terms if this Agreement and after receipt of the increment generated by the Developer's Redevelopment Project from the County. 8. The Parties acknowledge that the determination of Eligible Project Costs, and, therefore, qualification for reimbursement hereunder are subject to changes or interpretation made by amendments to the Act,administrative rules or judicial interpretation during the term of this Agreement.The City has no obligation to the Developer to attempt to modify those decisions but will assist the Developer in every respect as to obtaining approval of Eligible Project Costs. F. ANNUAL VERIFICATION OF TAX INCREMENT AND JOBS CREATED 1. It shall be the sole responsibility of the Developer, or its designee,to annually provide to the City,as requested in writing,'copies of all PAID real estate tax bills for the Property. 2. The annual reimbursement of real estate tax increment by the City to the Developer as set forth in Section C above shall be conditioned upon the Developer providing the City with the numbers of jobs created or retained by the Project for a particular year if requested by the City to do so for that year. 3. The failure of Developer to provide any information required herein after written notice from the City, and the continued failure to provide such information within (30) days after such notice,shall be considered a breach of this Agreement and shall be cause for the City to deny payments hereunder to the Developer, which payments are conditional upon receipt of the foregoing information. 2 G. REIMBURSEMENT OF DEVELOPER INCENTIVE AMOUNTS RECEIVED IF CITY IS REQUIRED TO REFUND MONIES DUE TO FILING OF DEVELOPER TAX OBJECTION OR ASSESSMENT APPEAL 1. If a refund of tax increment (including any accrued statutory interest thereon) is potentially duefrom the City's TIF Fund as the result of any tax objection, assessment challenge, filing for a property tax exemption under Section 200/15-86 of the Illinois Property Tax Code or appeal to the Illinois Property Tax Appeal Board (PTAB),issuance of a certificate of error or other such action, including any appeals therefrom, concerning the potential reduction of assessed value of the Property, the City may at its sole discretion withhold the Developer's 7 share of any such possible refund (including any accrued statutory interest thereon) from future reimbursements calculated to be paid to the Developer under this Agreement. Furthermore, the Developer is hereby obligated to provide written notice to the City within five (5) business days of its filing any such objection, assessment challenge or formal appeal to the PTAB or other such action, including any appeals therefrom, that could potentially reduce the assessed value of the Property. Failure to provide such notice shall be considered a breach of this Agreement and shall be cause for the City to deny payments hereunder to the Developer. 2. Any funds withheld by the City under this Section G shall be deposited by it into a separate interest-bearing bank account. Upon final determination of the assessed value of the Property, the City shall pay to the Developer the principal amount due under this Agreement as recalculated. The City shall be entitled to retain any interest earned on the account as partial payment for the administration of the account due to the delay of the determination of the final evaluation and recalculation of the benefits due the Developer under this Agreement. 3. If it appears to the City that it will be unable to recover the Developer's share of any such refund (including any accrued statutory interest thereon) from the remaining future reimbursements due the Developer under this Agreement,the Developer shall reimburse the City for the Developer's remaining unpaid share of such refund within thirty (30) days upon receiving written demand of the same from the City. 4. Notwithstanding anything contained in this Agreement to the contrary, the obligations contained in this Section G shall remain in effect for the remaining life of the TIF District, whether the TIF District expires upon the current expiration of the Redevelopment Plan and Projects adopted by the City(tax year 2027 payable 2028) at an earlier time if the City passes an ordinance terminating the TIF District; or at a later time if the TIF District is legislatively extended. Furthermore,the obligations set forth in this Section G shall survive the expiration of the TIF District if a tax objection or other such action taken by the Developer is pending prior to the expiration of the TIF District and shall continue until final disposition of such action. H. LIMITED OBLIGATION The City's obligation hereunder to pay the Developer for Eligible Project Costs is a limited obligation to be paid solely from the Special Account. Said obligation does not now and shall never constitute an indebtedness of the City within the meaning of any State of Illinois constitutional or statutory provision and shall not constitute or give rise to a pecuniary liability of the City or a charge or lien against any City fund or require the City to utilize its taxing authority to fulfill the terms of this Agreement. I. CITY PUBLIC PROJECTS The City intends to use part or all of its share of the Project's real estate increment for other public projects within the TIF District or within contiguous TIF Districts as allowed by law.The City shall be eligible for reimbursement of the cost of doing so,as well as other eligible costs incurred by the City in the TIF District. 8 J. LIMITED LIABILITY OF CITY TO OTHERS FOR DEVELOPER'S EXPENSES There shall be no obligation by the City to make any payments to any person other than the Developer, nor shall the City be obligated to make direct payments to any other contractor, subcontractor, mechanic, or materialman providing services or materials to the Developer for the Developer's Project. B. COOPERATION OF THE PARTIES 1. The City and the Developer agree to cooperate fully with each other when requested to do so concerning the development of the Developer's Redevelopment Project. This includes without limitation the City assisting or sponsoring the Developer, or agreeing to jointly apply with the Developer,for any grant,award,subsidy or additional funding which may be available from other governmental sources as the result of the Developer's or City's activities. This also includes without limitation the Developer assisting or sponsoring the City, or agreeing to jointly apply with the City,for any grant,award,or subsidy which may be available as the result of the City's or the Developer's activities. 2. The Parties agree to take such actions,including the execution and delivery of such documents, instruments, petitions, and certifications (and, in the City'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. 3. The Parties shall cooperate fully with each other in seeking from any or all appropriate governmental bodies all approvals (whether federal, state, county or local) required or useful for the construction or improvement of property and facilities in and on the Property or for the provision of services to the Property, including, without limitation, wetland mitigation, gas,telephone,and electric utility services,roads,highways,rights-of-way,water and sanitary sewage facilities,and storm water disposal facilities. L. DEFAULT; CURE;REMEDIES In the event of a default under this Redevelopment Agreement by any party hereto (the "Defaulting Party"),which default is not cured within the cure period provided for below, then the other Party (the "Non-defaulting Party"),may have an action for damages, or,in the event damages would not fairly compensate the Non-defaulting Parties for the Defaulting Party's breach of this Redevelopment Agreement,the Non-defaulting Party shall have such other equity rights and remedies as are available to them at law or in equity.Any damages payable by the City hereunder shall be limited to the real estate tax increment payable to the Developer under the terms of this Agreement. In the event a Defaulting Party shall fail to perform a monetary covenant which it is required to perform under this Redevelopment Agreement,it shall not be deemed to be in default under this Redevelopment Agreement unless it shall have failed to perform such monetary covenant within thirty (30) days of its receipt of a notice from a Non-defaulting Party specifying that it has failed to perform such monetary covenant. In the event a Defaulting Party fails to perform any nonmonetary covenant as and when it is required to under this Redevelopment Agreement,it shall not be deemed to be in default if it shall have cured such default within thirty(30) days of its receipt of a notice from a Non- 9 defaulting Party specifying the nature of the default, provided, however, with respect to those nonmonetary defaults which are not capable of being cured within such thirty(30) day period,it shall not be deemed to be in default if it commences curing within such thirty(30)day period,and thereafter diligently and continuously prosecutes the cure of such default until the same has been cured. M. TIME;FORCE MAJEURE For this Agreement, time is of the essence. The Developer agrees to complete this Project within twelve (12) months following the date of execution of this Agreement. Failure to do so shall be cause for the City to declare the Developer in default and unilaterally terminate this Agreement. However, the Developer and the City shall not be deemed in default with respect to any obligations of this Agreement on its part to be performed if the Developer or City fails to timely perform the same and such failure is due in whole, or in part, to any strike,lock-out,labor trouble (whether legal or illegal), civil disorder,inability to procure materials,weather conditions wet soil conditions, failure or interruptions of power, restrictive governmental laws and regulations, condemnation, riots, insurrections,war,fuel shortages,accidents,casualties,Acts of God,acts caused directly or indirectly by the City(or the City's agents,employees or invitees)when applicable to Developer or third parties, or any other cause beyond the reasonable control of Developer or the City. N. ASSIGNMENT The rights (including,but not limited to,the right to payments contemplated by Section "C" of this Agreement) and obligations (or either of them) of the Developer under this Agreement shall not be assignable unless by written authorization of the City. O. WAIVER Any party to this Agreement may elect to waive any remedy it may enjoy hereunder,provided that no such waiver shall be deemed to exist unless the party waiving such right of remedy does so in writing. No such waiver shall obligate such party to waive any right of remedy hereunder or shall be deemed to constitute a waiver of other rights and remedies provided said party pursuant to this Agreement. P. SEVERABILITY If any section, subsection, term or provision of this Agreement or the application thereof to any party or circumstance shall, to any extent, be invalid or unenforceable, the remainder of said section, subsection, term or provision of this Agreement or the application of same to parties or circumstances other than those to which it is held invalid or unenforceable, shall not be affected thereby. Q. NOTICES All notices,demands,requests,consents,approvals or other instruments required or permitted by this Agreement shall be in writing and shall be executed by the Party or an officer,agent or attorney of the Party,and shall be deemed to have been effective as of(i)the date of actual delivery,if delivered personally,or(ii) as of the third(3')day from and including the date of posting,if mailed by registered or certified mail, return receipt requested,with postage prepaid or (iii) the next business day if sent overnight delivery using a nationally recognized delivery service,addressed as follows: 10 TO CITY TO DEVELOPER City of Canton Daniel Lattimore % City Clerk 6424 Koerner Rd. 2 N. Main St. Edwards,IL 61528 Canton,Illinois 61520 Ph: (309) 889-6053 Ph: (309) 647-0020 Email: danfishlattimore@gmail.corn With copy to: and Jacob&Klein,Ltd. and Lattimore Properties,LLC The Economic Development Group,Ltd. 24 S.Main St.,Bldg. 30 1701 Clearwater Avenue Canton,Illinois 61520 Bloomington,Illinois 61704 Ph: (309) 664-7777 With copy to: R. SUCCESSORS IN INTEREST Subject to the provisions of Section "M"above, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. S. NO JOINT VENTURE,AGENCY, OR PARTNERSHIP CREATED Neither anything in this Agreement nor any acts of the Parties to this Agreement shall be construed by the Parties or any third person to create the relationship of a partnership,agency,or joint venture between or among such Parties. T. LIMITATIONS OF LIABILITY As it relates to this Agreement, no recourse under or upon any obligation, covenant or agreement of this Agreement or for any claim based thereon or otherwise in respect thereof shall be had against the City, its officers, agents and employees,in excess of any specific sum agreed by the City to be paid to Developer,hereunder, subject to the terms and conditions herein,and no liability, right or claim at law or in equity shall attach to or shall be incurred by its officers,agents and employees in excess of such amounts, and all and any such rights or claims of Developer against the City, its officers, agents and employees are hereby expressly waived and released as a condition of and as consideration for the execution of this Agreement by the City. U. ENTIRE AGREEMENT The terms and conditions set forth in this Agreement supersede all prior oral and written 11 understandings and constitute the entire agreement between the City and the Developer with respect to the subject matter hereof. V. TERM OF THE AGREEMENT Notwithstanding anything contained herein to the contrary,this Agreement shall expire upon the first to occur of the current expiration of the TIF District as of tax year 2027 payable 2028, or upon the Developer receiving all incentives included herein. The Agreement shall expire sooner if the Developer files for bankruptcy or otherwise becomes insolvent,the Property becomes the subject of foredosure proceedings, or upon default by the Developer of this Agreement. W. ILLINOIS PREVAILING WAGE ACT It is the understanding of the Parties that the position of the Illinois Department of Labor is that the Illinois Prevailing Wage Act does not apply to Sales Tax Reimbursements received by private developers as reimbursement for private redevelopment project costs. This position of the Department of Labor is stated as an answer to a FAQ on its website at: https://www2.illinois.gov/idol/FAQs/Pages/prevailing-wage-faq.aspx#gst16. The Developer shall indemnify and hold harmless the City, and all City elected or appointed officials, officers, employees, agents, representatives, engineers, consultants, and attorneys (collectively, the "indemnified Parties"), from any and all claims that may be asserted against the Indemnified Parties or one or more of them, in connection with the applicability,determination,and/or payments made under the Illinois Prevailing Wage Act (820 ILCS 130/0.01 et. seq.), the Illinois Procurement Code, and/or any similar State or Federal law or regulation. This obligation to indemnify and hold harmless obligates Developer to defend any such claim and/or action,pay any liabilities and/or penalties imposed,and pay all defense costs of City,including but not limited to the reasonable attorney fees of City. Failure to comply with any of these requirements may cause all benefits hereunder to be terminated by the City. X. OTHER GENERAL PROVISIONS 1. Titles of Paragraphs: Titles of the several parts, paragraphs, sections, or articles of this Agreement are inserted for convenience of reference only and shall be disregarded in construing or interpreting any provisions hereof. 2. Warranty of Signatories: The signatories of Developer warrant full authority to both execute this Agreement and to bind the entity in which they are signing on behalf of. 3. Counterparts:This Agreement may be executed in counterparts,which when taken together shall constitute a single signed original as though all Parties had executed the same page. 4. Choice of Law/Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois with venue lying in the Circuit Court of Fulton County, Illinois. 12 THIS AGREEMENT IS INTENDED TO BE A LEGAL DOCUMENT. AN ATTORNEY AT LAW SHOULD BE CONSULTED PRIOR TO THE EXECUTION OF THIS DOCUMENT. IN WITNESS WHEREOF the Parties hereto have caused this Agreement to be executed by their duly authorized officers on the above date at the City of Canton,Illinois. CITY DEVELOPER CITY OF CANTON,ILLINOIS,an Illinois DANIEL LATTIMORE, individually Municipal Corporation BY: BY: Daniel Lattimore ayor 77 Date: /' I l47Date: LATTIMORE PROPERTIES,LLC,an ATTESTED BY: Illinois Limited liability Company lBY: ity Clerk Daniel Lattimore,Manager Date: -/9-e.2- Date: Attachments: Exhibit 1. Summary of TIF Eligible Project Costs Exhibit 2. Request for Verification of TIF Eligible Project Costs by Daniel Lattimore and Lattimore Properties,LLC. 13 EXHIBIT 1 SUMMARY OF ESTIMATED TIF ELIGIBLE PROJECT COSTS CANTON 1 —DOWNTOWN/5TH AVENUE TIF DISTRICT Daniel Lattimore and Lattimore Properties,LLC (24&36 South Main St.) Redevelopment Project Project Description: Developer acquired the Properties on 5/19/2022 and intends to proceed with plans to undertake upper-story renovations to construct and lease two or more new residential apartment units,as well as to install new facades, windows and doors on the exteriors of the buildings (the "Project") within which there are also three (3) separate, ongoing businesses currently operating in the ground-level spaces of the buildings that will continue leasing those areas after the Project is completed. Location:24&36 South Main St.,Canton,IL(PIN 09-08-27-414-018 and PIN 09-08-27-414-030) 24 South Main Street (PIN 09-08-27414-030):JONES 2ND ADDS 52' 10"E 107.5'LOT 48 &N 61/2"E 107.5'LOT 49 — 1fix.e . 1 +* 1 r_- "T'S ' _ .;t.;i I ill.' 1 ,k R' '� I --- -- ' �4 _ I 11'r „. 1,, �` - - 0 ; -. Iljfj ��1' 'b 1. I '�R. ., t'0 1 .. c • 36 South Main Street(PIN 09-08-27414-018):SECT/LOT 49 JONES 2ND ADD S36 1 3 N42 1 2 E107 1 2 S 10N4212W74 - - -- f -.'--r'! - -- Air- M - - --- _ L. , li I { 'L.. _ Developer's Estimated TIF Eligible Project Costs: Rehabilitation or renovation of upper-levels of buildings for new apartment units $15,000 Exterior rehabilitation or renovation of building facades,windows and doors $15,000 TOTAL ESTIMATED TIF ELIGIBLE PROJECT COSTS' $30,000 'NOTE: The total,cumulative reimbursement of new real estate tax increment generated by the Developer's Project for TIF Eligible Project Costs payable by the City to the Developer shall not exceed $21,000.00, as set forth in this Redevelopment Agreement. The line items set forth in this Exhibit "I"are not intended to place a total limit on the described expenditures or intended to preclude payment of other TIF eligible redevelopment project costs in connection with the Developer's Project,provided the total amount of payment for all eligible redevelopment project costs,public and private,shall not exceed the total amount set forth herein. Adjustments may be made to the designated and anticipated line items within the total,either increasing or decreasing verified line-item costs for the Redevelopment Project. 14 EXHIBIT 2 CANTON 1—DOWNTOWN/5TH AVENUE TIF DISTRICT PRIVATE PROJECT REQUEST FOR VERIFICATION OF TIF ELIGIBLE PROJECT COSTS BY DANIEL LATTIMORE AND LATTIMORE PROPERTIES,LLC Date submitted: Attention: City of Canton,IL TIF District Administrator Re: TIF Redevelopment Agreement dated August 2,2022,by and between the City of Canton and Daniel Lattimore and Lattimore Properties,LLC (24&36 South Main St.) Project. The City of Canton is hereby requested to disburse funds from the Special Tax Allocation Fund pursuant to the above referenced Redevelopment Agreement in the following amount(s) to the Developer and for the purpose(s) set forth in this Request for Verification of the Developer's TIF Costs. The terms used herein shall have the same meanings as those terms in the Redevelopment Agreement. 1. Request No. 2. Reimbursement payable to: Daniel Lattimore and Lattimore Properties,LLC 3. Amounts requested to be reimbursed (attach additional pages, if necessary): Description of Developer's TIF Cost Amount TOTAL: 4. The amount requested to be disbursed pursuant to this Request for Reimbursement will be used to reimburse the Developer for Redevelopment Project Costs for the Project detailed in Exhibit"1"of the Redevelopment Agreement. 5. The undersigned hereby certifies and swears under oath that the following statements are true and correct: 15 a. the amounts included in (3) above were made or incurred or financed and were necessary for the Project and were made or incurred in accordance with the City Codes;and b. the amounts paid or to be paid, as set forth in this Request for Reimbursement, represent a part of the funds due and payable for Developer's TIF Costs;and c. the expenditures for which amounts are requested represent proper redevelopment project costs as identified in the"Limitation of Incentives to Developer" described in Section 'V" of the Redevelopment Agreement: have not been included in any previous Request for Reimbursement; have been properly recorded on the Developer's books; are set forth with invoices attached for all sums for which reimbursement is requested;and proof of payment of the invoices;and d. the amounts requested are not greater than those necessary to meet obligations due and payable or to reimburse the Developer for its funds actually advanced for redevelopment project costs;and e. the Developer is not in default under the Redevelopment Agreement and nothing has occurred to the knowledge of the Developer that would prevent the performance of its obligations under the Redevelopment Agreement. f. Any violation of this oath shall constitute a default of the Redevelopment Agreement and shall be cause for the City to unilaterally terminate the Redevelopment Agreement. 6. Attached hereto is a copy of Exhibit "1"of the Redevelopment Agreement, together with copies of invoices and proof of payment of such invoices,including cancelled checks and/or any lien waivers (to the extent applicable) relating to all items for which reimbursement is being requested. BY: (Developer) Title: o REVIEWED BY CANTON TIF DISTRICT ADMINISTRATOR BY: Title: Date: o APPROVED BY CITY OF CANTON,ILLINOIS BY: Title: Date: 16