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HomeMy WebLinkAboutOrdinance #2007CITY OF CANTON, ILLINOIS ORDINANCE NO. 2 0 0 7 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT for AMENDMENT AND ANNUAL ADMINISTRATION OF CANTON INTERNATIONAL HARVESTER (IH) TIF DISTRICT by and between CITY OF CANTON, FULTON, COUNTY, ILLINOIS and JACOB & KLEIN, LTD. and THE ECONOMIC DEVELOPMENT GROUP, LTD. ADOPTED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS, ON THE 20TH DAY OF JULY, 2010. ORDINANCE NO. 2 0 0 7 CITY OF CANTON, ILLINOIS AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT for AMENDMENT AND ANNUAL ADMINISTRATION OF CANTON INTERNATIONAL HARVESTER (IH) TIF DISTRICT by and between CITY OF CANTON, FULTON, COUNTY, ILLINOIS and JACOB & KLEIN, LTD. and THE ECONOMIC DEVELOPMENT GROUP, LTD. PREAMBLE WHEREAS, the City of Canton, Fulton County, Illinois ("City"), established a Tax Increment Financing District known as the Canton International Harvester Site (IH) TIF District (the "TIF District") pursuant to the Tax Increment Allocation Redevelopment Act (the "Act"), 65 ILCS 5/11- 74.4-1 et seq. on July 6, 2004; and WHEREAS, the City wishes to amend the TIF District pursuant to the Act; and WHEREAS, the City desires to engage the professional services of Jacob & Klein, Ltd. to amend the TIF District and render administrative services and legal advice and engage The Economic Development Group, Ltd. to render technical advice to assist the City in amending and administering the TIF District. THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF CANTON THAT: 1) The Professional Services Agreement by and between the City of Canton, Jacob & Klein, Ltd. and The Economic Development Group, Ltd. (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 Professional Services Agreement and the City Clerk of the City of Canton is hereby authorized and directed to attest such execution. 3) The Professional Services Agreement shall be effective on the date of its approval. 4) This Ordinance shall be in full force and effect from and after its passage and approval as required by law. Page 2 of 4 PASSED, APPROVED AND ADOPTED by the Mayor and City Council of the City of Canton this 20`h day of July, 2010. COUNCIL MEMBERS AYES NAYS ABSTAIN/ABSENT 1S` Ward Alderman David Pickel X 1S` Ward Alderman James Hartford X 2"d Ward Alderman Larry Sarff X 2"d Ward Alderman Craig West X 3`d Ward Alderman Gerald Ellis X 3`d Ward Alderman Jorge Rivero g 4``' Ward Alderman Eric Schenck X 4`'` Ward Alderman Rick Reed X TOTALS: g p 0 APPROVED: Hon. Kevin Meade, Mayor ATTEST: Ms. Diana Tucker, City Clerk EXHIBIT A ATTACHED: Professional Services Agreement Page 3 of 4 EXHIBIT A PROFESSIONAL SERVICES AGREEMENT Page 4 of 4 PROFESSIONAL SERVICES AGREEMENT for the AMENDMENT AND ANNUAL ADMINISTRATION OF CANTON IH TIF DISTRICT by and between JACOB & KLEIN, LTD. AND THE ECONOMIC DEVELOPMENT GROUP, LTD. and THE CITY OF CANTON, ILLINOIS JULY 2010 PROFESSIONAL SERVICES AGREEMENT for the AMENDMENT AND ANNUAL ADMINISTRATION OF CANTON IH TIF DISTRICT by and between JACOB & KLEIN, LTD. AND THE ECONOMIC DEVELOPMENT GROUP, LTD. and THE CITY OF CANTON, ILLINOIS THIS AGREEMENT is entered into this 2 0 day of July, 2010, by and between the CITY OF CANTON, ILLINOIS ("CITY"); and JACOB & KLEIN, LTD., Bloomington, Illinois ("J&K") and THE ECONOMIC DEVELOPMENT GROUP, LTD., Bloomington, Illinois ("EDG"). WHEREAS, the City wishes to Amend the existing CANTON IH TIF DISTRICT Redevelopment Plan and Projects, pursuant to the Tax Increment Allocation Redevelopment Act (the "Act"), 65 ILCS 5/11-74.4-1 et seg. which was established on July 6, 2004; and WHEREAS, the City desires to engage the professional services of J&K to render legal advice and EDG to render technical advice to assist the City in Amending and Annually Administering the CANTON IH TIF DISTRICT (the "TIF District"); NOW, THEREFORE, the Parties agree as follows: ~1. City to Engage J&K and EDG. The City agrees hereby to engage the services of J&K and EDG for the purposes set forth herein and J&K agrees to provide all legal advice to EDG and the City to prepare or coordinate the preparation of Reports, the Amended TIF District Plan, Notices and Documentation (including those reports prepared by other professionals) necessary to complete the Amendment and the Annual Administration of the TIF District Plan, Area and Projects as required pursuant to State Statutes and as outlined below in Section 2, Scope ofProfessional Seruices. 1.1 The Parties agree that J&K, as Attorneys, will undertake those responsibilities that require legal advice or preparation under this Agreement on behalf of the City or EDG. EDG is a separate corporate entity established by Thomas N. Jacob and is owned in whole or in part by him. He is also the principal owner of Jacob & Klein, Ltd. (J&K). The City is entering into this Agreement voluntarily and with informed consent after the opportunity to consult with independent counsel as to the ownership of both entities by Thomas N. Jacob. City of Canton Amendment to IH Tax Increment Financing District Page 7 of 70 Professional Senrices Agreement 1.1-1 J&K may, in addition, be retained by the City as its special attorney to perform other professional services outside the Scope of Services set forth herein, including representation of the City before State agencies or the Illinois Legislature. Such representation shall be at the Attorney's then current hourly rate for similar services or as otherwise agreed. Any such representation shall be pursuant to a written agreement between the Parties. A. Legal services provided by J&K and/or consulting services provided by EDG with regard to financing, including the issuance of Bonds involving the TIF District, will be billed separately from this Agreement and subject to the terms of any agreements related to such financing or Bonds. B. This Agreement does not include representation in any Court case resulting from the establishment of the TIF District Plan, Area or Projects or the Annual Administration of the TIF District. 1.2 The total Fees and Reimbursable Costs to be paid hereunder by the City to J&K and EDG, when billed by each of the separate entities, will not be duplicated and will not exceed the total Fees and Reimbursable Costs provided for herein. 1.3 The Parties agree that pursuant to Section 5/ 11-74.4-3(g)(1) of the Act, all Professional Fees and related Reimbursable Costs incurred by the City for Amending and Annually Administering the TIF District are TIF eligible project costs and are fully reimbursable to the City from the real estate tax increment generated by the TIF District. 1.4 The City hereby acknowledges that J&K and EDG are not responsible for monitoring and documenting matters relating to compliance with the Illinois Prevailing Wage Act, the Illinois Procurement Code, and any other wage and/or employment laws, to the extent such are applicable to any public or private project undertaken within the TIF District Redevelopment Project Area or the Area as may be amended in the future. ~2. Scope of Professional Services. 2.1 Amendment of TIF District. 2.1-1 Services. J&K and EDG will provide services as outlined in Exhibit 1 to Amend the TIF District. City of Canton Amendment to IH Tax Incrzment Financing District Page 2 of 70 Professional SerUice.r Agreement 2.1-2 Term. This Professional Services Agreement for the Amendment to the TIF District shall commence immediately and shall continue until the presentation of the Amended TIF Plan and appropriate ordinances to the City Council for the Amendment of the TIF District. It is anticipated that the TIF District will be Amended on or before December 31, 2010 barring unexpected complications. 2.1-3 Payment of Fees and Reimbursable Costs. The total Professional Fees to be paid by the City to J&K and EDG for the Amendment of the TIF District are Ten Thousand Dollars ($10,000.00) plus all Reimbursable Costs incurred in the Amendment of the TIF District, and are to be paid as follows: A. J&K shall be paid a total sum of Five Thousand Dollars ($5,000.00) upon execution of this Agreement; and B. J&K and EDG shall be paid upon delivery of the Amended TIF District Plan to the City an additional sum of Two Thousand Five Hundred Dollars ($2,500.00) plus Reimbursable Costs incurred up to the date of delivery of the draft Amended TIF Plan to the City; and C. The balance of the Professional Fees, Two Thousand Five Hundred Dollars ($2,500.00), and the remaining balance of Reimbursable Costs relating to the Amendment of the TIF District shall be paid when the final Amended TIF Plan and related Ordinances are presented to the City Council for passage. D. All Reimbursable Costs incurred by J&K and EDG as part of the Amendment of the TIF District shall be reimbursed to J&K and EDG by the City, including all reasonable travel and subsistence expenses while away from Bloomington, Illinois, performing said Professional Services described in Exhibit 1 and subject to the following conditions: (i) All travel will be reimbursed for mileage at the maximum rate permitted by Internal Revenue Service Rules and Regulations at the time of service. All other costs which are incidental to the establishment of the TIF District, including staff support costs, photocopying and report binding, mailings, postage, and telecommunication charges, shall be reimbursed at the current rates then charged by J&K and EDG. City of Canton Amendment to IH Tax Increment Financing District Page 3 of 70 Professional Seruice,r Agreement E. The City understands and acknowledges that J&K and EDG will rely on the work of other professionals, including the City's Engineers and Attorney, to prepare reports and documentation needed for the Amended TIF District Plan, Projects and Reports and other necessary documents; and that J&K and EDG shall rely on their professional expertise to prepare the TIF District Plan and present material and information necessary to the Amendment of the District. The City further understands that it may directly incur additional fees and costs for the Amendment of the TIF District which result from the involvement of other (i.e., non J&K/EDG) professionals. 2.2 Annual Administration of TIF District. 2.2-1 Services. J&K and EDG will provide services as outlined in Exhibit 2 to Annually Administer the TIF District. A. On an annual basis, all of the legal review of documents and matters relating to the statutory compliance of public and private development activities occurring within the TIF District are provided by J&K in the Annual Administrative Fee. Other administrative functions will be provided by EDG. EDG will also provide financial feasibility analyses for new proposed private developments. J&K will provide legal services required in the preparation of new Redevelopment Agreements and other legal documents and legal opinions. B. To the extent possible, J&K and EDG will attempt to include in Private Redevelopment Agreements provisions allocating a portion of the Annual Administrative Fees, Annual Costs and other fees to those Private Developments on a pro-rata basis determined by the increment generated by those Developments which have Redevelopment Agreements. 2.2-2 Term. The term of the Annual Administrative Services provided in this Agreement shall be for three (3) years (Fiscal Year 2011 thru Fiscal Year 2013) and shall commence with the preparation and filing of the Fiscal Year 2011 Annual TIF Report. 2.2-3 Payment of Annual Administrative Fee and Reimbursable Costs. A. The total Annual Administrative Fee to be paid by the City to J&K and EDG for the Annual Administration of the TIF District shall be an annual fee of Ten Thousand Dollars ($10,000.00). City of Canton Amendment to IH Tax Increment Financing District Page 4 of 70 Professional SerUices Agreement B. On an annual basis, the Annual Administrative Fee shall be annually increased by the Consumer Price Index -All Urban Consumers IL-IN-WI, using 2010 as the base year. C. In addition to the Annual Administrative Fee, all Reimbursable Costs incurred by J&K and EDG as part of the annual administration of the TIF District shall be reimbursed to J&K and EDG by the City, including all reasonable travel and subsistence expenses while away from Bloomington, Illinois, performing said Professional Services described in Exhibit 2 and subject to the following conditions: (i) All travel will be reimbursed for mileage at the maximum rate permitted by Internal Revenue Service Rules and Regulations at the time of service. All other costs which are incidental to the establishment of the TIF District, photocopying and report binding, mailings, postage, and telecommunication charges, shall be reimbursed at the current rates then charged by J&K and EDG. (ii) During the course of providing administrative services, J&K and EDG will enlist the aid of their Staff for additional support services in order to properly perform the duties and obligations required under this Agreement. The cost to J&K and EDG for said services shall be charged to the City on acost-reimbursement basis and as authorized by the Mayor in advance of such additional services being performed. D. For Annual Administrative Fees, and Annual Administrative Costs, J&K and EDG shall bill the City semi-annually on a fiscal year basis commencing with the preparation and filing of the FY2011 Annual Report. The first one-half of the FY 2012 Annual Fees will then be billed in the Fall of 2011; billing in the Spring of 2012 will relate to the second one-half of the FY 2012 Annual Fees plus those Reimbursable Costs incurred during calendar years 2011. The Spring invoice will always be a larger amount than the fall invoice because it includes the Reimbursable Costs incurred during the previous calendar year. E. The City understands that J&K and EDG shall rely on the work of others, including the City's Auditors, Attorney, and Clerk; the Fulton County Assessor and County Clerk; the Illinois Department of Revenue (IDOR); the Illinois Department of Commerce and Economic Opportunity (DCEO); the Illinois Comptroller's Office and the Illinois State Board of Education for information and documentation necessary for the Annual Administration of the TIF District. The City further City of Canton Amendment to IH Tax Inc~ment Financing District Page S of 70 Professional SerUices Agreement understands that it may directly incur additional fees and costs for the Annual Administration of the TIF District which result from the involvement of other (non- J&K/EDG) professionals. ~3. Amendments to this Agreement. The Parties hereto may amend this Agreement at any time by their mutual consent which amendment must be in writing and executed by the Parties. ~4. Entire Agreement. The Terms and conditions set forth in this Agreement supercede all prior oral and written understanding and constitute the entire Agreement between the Parties with respect to the subject matter hereof. ~5. Binding Upon Successors in Interest. This Agreement shall be binding upon all the Parties hereto and their respective heirs, successors, administrators, assigns, or other successors in interest. ~6. Notices. Notices or demands hereunder shall be in writing and shall be served (a) by personal delivery, or (b) certified mail, return receipt requested to: The City of Canton c/o Canton City Clerk 2 Main Street Canton, Illinois 61520 Ph: (309) 647-2348 Jacob & HIein, Ltd. and The Economic Development Group, Ltd. 1701 Clearwater Avenue Bloomington, Illinois 61704 Ph: (309) 664-7777 or to the last known address of either party or to the address provided by any assignee if such address has been given in writing. In the event said notice is mailed, the date of service of such notice shall be deemed to be three (3) business days after the date of delivery of said notice to the United States Post Office. ~8. Severability. If any provision of this Agreement is held to be invalid, the remainder of this Agreement shall not be affected thereby. City of Canton Amendment to IH Tax Incrrment Financing District Page 6 of 70 Professional Seruices Agreement ~9. Choice ofLaw/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 McLean County, Illinois. IN WITNESS WHEREOF, the Ciry, J&K and EDG have executed this Professional Services Agreement on the day and year above written. THE CITY OF CANTON, an Illinois Municipal Corporation: 2 N. Main Street Canton, IL 61520 Phone: (309)647-0065 Fax: (309)647-2348 By: Mayor Attest: City Clerk JACOB & KI.EIN, LTD., an Illinois Professional Service Corp.: 1701 Clearwater Avenue Bloomington, IL 61704 Phone: (309) 664-7777 Fax: (309) 664-7878 By: President THE ECONOMIC DEVELOPMENT GROUP, LTD., an Illinois Corporation: 1701 Clearwater Avenue Bloomington, IL 61704 Phone: (309) 664-7777 Fax: (309) 664-7878 By: President IL;Ci\IC)tv!`•,I)1 ~IZ1~:.1"I'CNDh'['If[ tff~'t}Ui ~V'ail,~P11E?,~C'~~7'~rl_~..inrortlhl lIt' <:raiin~i301U.wi7d City of Canton Amendment to IH Tax Increment Financing District Page 7 of 70 Professional Serrrices Agreement EXHIBIT 1 AMENDMENT OF CANTON IH TIF DISTRICT Services to be provided to the City by J&K and EDG relating to the Amendment of Canton IH TIF District are set forth as follows: 1. Create estimated TIF District Time Line for the Amendment. 2. Work with local elected officials, Ciry staff and engineers to define the Amended Redevelopment Project Area (TIF District Boundary). 3. Evaluate the statutory and financial feasibility of Amending the TIF District. 4. Consult on any necessary Annexation Agreement(s) with Developer and City Attorney. Create the Amended TIF District Redevelopment Plan. EDG will collect a variety of information from the City and, with J&K, draft the Amended TIF Redevelopment Plan. Local officials will provide historical information, access to legal descriptions, street maps/Sidwell maps, engineering opinion letters, descriptions and estimated costs of potential public and private projects, potential private development build-out rates, property tax bills, assessment data, and identification of officials' properties and other Ciry records as necessary to Amend the TIF District. 6. Organize and conduct the first meeting of the Joint Review Board. 7. Consult with the School District to determine and analyze the potential impact, evaluate alternative approaches for assisting the school district and prepare necessary Intergovernmental Agreements, if required. 8. Assist the City to negotiate Redevelopment Agreements with potential Developers. 9. Establish an Interested Parties Registry, if necessary. 10. Prepare and send all Notices to taxing bodies, taxpayers, residences within 750 feet of proposed Amended TIF District, and to those individuals or organizations listed on the Interested Parties Registry. 11. Prepare and arrange for the City Clerk all publications required of the City. 12. Conduct Public Hearing to review the proposed Amended TIF District with the public. 13. Draft and present to the Ciry all required Ordinances to Amend the TIF District. City of Canton Amendment to IH Tax Increment Financing District Page 8 of 70 Professional Services Agreement EXHIBIT 2 ANNUAL ADMINISTRATION OF CANTON IH TIF DISTRICT Services to be provided to the City by J&K and EDG relating to the Annual Administration of Canton IH TIF District are set forth as follows: 1. Provide the Ciry with on-call legal and consulting services on matters relating to the TIF District as needed. 2. Consult with and coordinate administrative activities with City's Administrator, Ciry Clerk, CPA, Mayor and other officials as required. 3. Track and monitor the growth of annual Real Estate and Sales Tax (if appropriate) Increments within the TIF District. 4. Negotiate terms of TIF Reimbursements and prepare Redevelopment Agreements with Developers. 5. Consult with Developers regarding TIF Redevelopment Agreements and Reimbursements. 6. Communicate with Developers and the County Supervisor of Assessments to review improvements, paid tax bills and changes in Equalized Assessed Valuations. 7. Advise City on matters relating to Developer Reimbursements (e.g., verify paid property tax bills and eligible project costs, and advise the municipality to make payments). 8. Provide City with aRequisition/Payment Approval process. 9. Advise Ciry on matters relating to payments to other taxing bodies under Intergovernmental Agreements. 10. Prepare TIF District Annual Reports for submission to Ciry and other taxing districts. 11. Prepare, certify, and submit Annual TIF District Reports to the O ffice of the Illinois Comptroller. 12. Provide legal opinion (J&K) on matters relating to Annual Reports to State Comptroller as required by the TIF Act. 13. Conduct City's Annual Joint Review Board Meetings with Taxing Bodies as required by the TIF Act. 14. Work with the School District(s) to determine and analyze potential financial impacts, evaluate alternative approaches for assisting the school district and prepare necessary Intergovernmental Agreements. City of Canton Amendment to IH Tax Increment Financing District Page 9 of 70 Professional Services Agreement 15. Prepare TIF Increment Projections for City and Reimbursement Estimates for Developers. 16. Analyze the potential use of TIF Revenue Bonds, Developer Notes and other financing alternatives. Arrange for Bond Counsel when required by City or Developer. All professional services related to the issuance of Bonds will be additional, subject to separate agreements and billed at the then applicable rates. City of Canton Amendment to IH Tax Increment Financing District Page 70 of 70