HomeMy WebLinkAboutOrdinance #4437 - redevelopment agreement with the city of canton and 309 developments/ jed rhoades & max kumer (fulton county square project) i
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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 3m DAY OF DECEMBER, 2024 ADOPTED ORDINANCE NO. 4437, A TRUE AND
CORRECT COPY OF WHICH IS CONTAINED IN THIS PAMPHLET.
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GIVEN UNDER MY HAND AND SEAL THIS 3RD DAY OF DECEMBER,2024.
(SEAL)
A DREA J.SMITH-WALTERS
CITY CLERK
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CITY OF CANTON, ILLINOIS
ORDINANCE NO. 4 4 3 7
AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A
TIF & BDD REDEVELOPMENT AGREEMENT
BY AND BETWEEN
THE CITY OF CANTON,FULTON COUNTY,ILLINOIS
AND
309 DEVELOPMENTS,LLC AND JED RHOADES AND MAX KUMER
(FULTON SQUARE PROJECT)
PASSED BY THE CITY COUNCIL
OF THE CITY OF CANTON,FULTON COUNTY,ILLINOIS,
ON THE 3m DAY OF DECEMBER, 2024.
PUBLISHED IN PAMPHLET FORM BY AUTHORITY OF THE CITY
COUNCIL OF THE CITY OF CANTON,FULTON COUNTY, ILLINOIS,
THIS 3m DAY OF DECEMBER,2024.
EFFECTIVE: DECEMBER 3, 2024
ORDINANCE NO. 4437
Page 1
CITY OF CANTON, ILLINOIS
AN ORDINANCE APPROVING AND AUTHORIZING
THE EXECUTION OF A TAX INCREMENT FINANCING (TIF) &
BUSINESS DEVELOPMENT DISTRICT (BDD)
REDEVELOPMENT AGREEMENT
by and between
THE CITY OF CANTON
and
309 DEVELOPMENTS,LLC AND JED RHOADES AND MAX KUMER
(FULTON SQUARE PROJECT)
WHEREAS, the Mayor and City Council of the City of Canton, Fulton County, Illinois (the
"City"), have hereby determined that the TIF & BDD Redevelopment Agreement by and between
the City of Canton and 309 Developments, LLC and Jed Rhoades and Max Kumer (the
"Developer")attached hereto as ExhibitA,is in the best interest of the citizens of the City of Canton.
NOW THEREFORE,be it ordained by the Mayor and City Council of the City of Canton,
Illinois,in the County of Fulton, as follows:
1. The City of Canton TIF&BDD Redevelopment Agreement attached hereto as Exhibit `A"
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 3`d day of
December, 2024.
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 left blank.)
PASSED APPROVED AND ADOPTED by the Mayor and City Council of the City of
Canton this V day of December,2024.
Page 2
MAYOR&ALDERMEN AYE VOTE NAY VOTE ABSTAIN/ABSENT
Angie Lingenfelter X
Andra Chamberlin X
Patrick Ketchum X
Ralph Grimm X
Greg Gossett X
Justin Nelson X
John Lovell X
Angela Hale X
Kent A.McDowell,Mayor X
TOTAL VOTES 8
APPROVED: Date 2024
ayor, City of Canton
ATTEST: — Date: /z/ /2024
ity Clerk, City of Canton
ATTACHMENTS:
1. EXHIBIT A. TIF &BDD Redevelopment Agreement by and between the City of Canton
and 309 Developments,LLC and Jed Rhoades and Max Kumer (Fulton Square Project).
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CITY OF CANTON, ILLINOIS
TAX INCREMENT FINANCING (TIF) &
BUSINESS DEVELOPMENT DISTRICT (BDD)
REDEVELOPMENT AGREEMENT
by and between
CITY OF CANTON, ILLINOIS
and
309 DEVELOPMENTS, LLC AND JED RHOADES AND MAX KUMER
(FULTON SQUARE PROJECT)
THIS AGREEMENT (including Exhibits, hereinafter referred to as the "Agreement") is
entered into this 3`d day of December,2024,by the City of Canton (the"City"),an Illinois Municipal
Corporation, Fulton County, Illinois, and 309 Developments, LLC, an Illinois Limited Liability
Company and Jed Rhoades and Max Kumer (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 encourage development, job creation, and/or the full utilization of real estate;
and
WHEREAS, pursuant to Illinois Statute 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"TIF 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 TIF Act, approved a Redevelopment Plan, and designated a
Redevelopment Area known as the Canton International Harvester Site Project Area TIF District
(now known as the "Canton 1- Downtown / 5th Avenue TIF District" and hereinafter referred
to as "TIF District 1"); and
WHEREAS, on March 19, 2013, August 16, 2016 and April 5, 2017 the City approved
Amendments to the TIF District 2 Redevelopment Plan, Projects,and Area;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 TIF Act, approved a Redevelopment Plan, and designated a
Redevelopment Area known as the"Canton 2—Rt. 9/ Chestnut St.TIF District"and hereinafter
referred to as "Canton TIF District 2"); and
WHEREAS, on November 22, 2011, February 6, 2012 and April 5, 2017 the City approved
Amendments to the TIF District 1 Redevelopment Plan,Projects,and Area;and
Page 1
WHEREAS,pursuant to the Illinois Business District Development and Redevelopment Act
(65 ILCS 5/11-74.3-1 et seq.),as amended (the`BDD Act"),the City established the Canton Business
Development District No. 1 (the "Business District" or `BDD") on March 15, 2022, by approving
Ordinance No. 4281;and
WHEREAS,on September 30,2022,the City approved the First Amendment to the Business
District and further ratified the First Amendment on October 5, 2022; and
WHEREAS, pursuant to the BDD Act, the City has the authority to incur eligible business
district project costs and may enter into agreements with developers to reimburse them for their
eligible business district project costs; and
WHEREAS, the Developer shall acquire property located within TIF District 1,TIF District
2 and the BDD located at 109&120 N.Main Street and 90 E. Locust Street (PINS 09-08-27-410-
003, 09-08-27-410-004& 09-08-27-410-026),which is hereinafter referred to as the"Property";and
WHEREAS, based in part on incentives made available by the City, upon acquiring the
Property,the Developer plans to undertake interior and exterior repairs,renovations and rehabilitation
of the buildings and parking lots located thereon at a total estimated cost of approximately$2,282,500
to make the properties available to lease to commercial tenants (the "Project");and
WHEREAS, as an incentive to undertake the Project, the Developer has requested
reimbursement for a portion of its TIF Eligible Costs and BDD Eligible Costs as described in Exhibit
1 attached hereto and as further described in the Developer's Application forTlFBenefits Relating to Private
Eligible Redevelopment Project Costs attached hereto as Exhibit 2;and
WHEREAS, the Developer's proposed Project is consistent with the land uses of the City
and the TIF District and BDD Plans as adopted;and
WHEREAS, the City and the Developer (the "Parties") have agreed that the City shall
provide a forgivable loan to the Developer for the reimbursement of a portion of the Developer's TIF
Eligible Costs and BDD Eligible Costs (as set forth in Exhibit 1 attached hereto) up to an amount
not to exceed Four Hundred Eighty Thousand and 00/100 Dollars ($480,000.00) to be paid from
the Canton TIF and BDD Special Tax Allocation Funds as specified below in Section C, Incentives, and
WHEREAS,in no event shall the cumulative reimbursements of the Developer's TIF Eligible
Costs and BDD Eligible Costs under this Agreement exceed Four Hundred Eighty Thousand and
00/100 Dollars ($480,000.00); and
WHEREAS, the City has determined that this Project requires the incentives requested and
that said Project will promote the health, safety and welfare of the City and its citizens by attracting
private investment to redevelop under-utilized property, to provide employment for its citizens, and
generally to enhance the local economy;and
WHEREAS,in consideration of the execution of this Agreement and in reliance thereon,the
Developer is prepared to redevelop said property;and
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WHEREAS, the City is entering into this Agreement to induce the Developer to complete
the Project located on the Property.
AGREEMENTS
NOW, THEREFORE, for good and valuable consideration, the receipt of which is
acknowledged, the Parties 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 and are to be construed as binding statements 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.
a. For the purpose of this Agreement, "Business District Revenues" shall be defined
as the City's One Percent(1%) rate of Business District Retailers' Occupation Tax and
Business District Service Occupation Tax (65 ILCS 5/11-8-5) imposed on businesses
located within the Business District and the Developer's Property.
b. For the purpose of this Agreement, "BDD Eligible Costs" shall mean those costs
eligible for reimbursement under the Business District Development and
Redevelopment Act and are further described in Exhibit 1 attached hereto. For the
purpose of this Agreement, BDD Eligible Costs shall specifically exclude land
acquisition costs that would otherwise be eligible for Reimbursement under the BDD
Act.
c. For the purpose of this Agreement, "TIF Eligible Costs" shall mean those costs
eligible for reimbursement under the TIF Act and are further described in Exhibit 1
attached hereto.
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 agrees to complete the Project and verify TIF Eligible Costs and BDD Eligible
Costs as required in Section Ebelow on or before May 30,2025,subject to extension due to
Force Majeure as described in Section I below.
5. For the purpose of this Agreement, the Developer's Project will be deemed to be complete
when the Developer has acquired the Property, completed the improvements described in
Exhibit 1 in compliance with all applicable ordinances and building codes of the City,and the
Developer's BDD Eligible Costs and TIF Eligible Costs have been verified pursuant to
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Section Ebelow.
6. Each of the Parties represents that it has taken all actions necessary to authorize its
representatives to execute this Agreement.
B. INCENTIVES
In consideration for the Developer acquiring the Property and completing its Project, the City agrees
to extend to the Developer the following incentives to assist the Developer's Project:
1. In exchange for a Promissory Note to be issued by the Developer to the City as set forth in
Exhibit 3 attached hereto, the City agrees to Loan to the Developer (also, the"Borrower") a
total amount not to exceed Four Hundred Eighty Thousand and 00/100 Dollars
($480,000.00) from the TIF and BDD Special Tax Allocation Funds. The terms and
conditions for the Loan shall be as follows:
a. Upon completion of the Project and verification of the Developer's TIF Eligible
Project Costs related to land acquisition pursuant to Section E below, the City shall
pay the Developer 20% of such verified TIF Eligible Costs for land acquisition or
$360,000.00,whichever is less, from the TIF District 1 and/or TIF District 2 Special
Tax Allocation Funds.
i. The City shall disburse$150,000.00 of the amount of reimbursement set forth
in this Section B(1)(a) upon closing of the Property, with the balance of such
amount being paid upon completion of the Project.
b. Upon completion of the Project and verification of the Developer's BDD Eligible
Project Costs related to renovation and rehabilitation costs pursuant to Section E
below, the City shall pay the Developer 25% of such verified BDD Eligible Costs or
$120,000.00,whichever is less, from the BDD Special Tax Allocation Fund.
c. The interest rate for the note shall be Three Percent(3.0%) per annum and shall begin
to accrue on the date the loan funds are disbursed to the Developer.
d. The term of the note shall expire on the date that is ten (10) years from the date the
final loan funds are disbursed to the Developer hereunder.
e. One-Tenth (1/10''') of the principal amount of the Loan, plus any accrued interest
thereon,shall be forgiven annually by the City commencing one(1) year from the date
the final loan funds are disbursed to the Developer and continuing on said date of
each year thereafter (hereinafter referred to as a "Forgiveness Year") for the term of
the loan, provided the Developer has been at all times in full compliance with every
term of this Agreement,including the following:
i. The Developer does not sell or otherwise convey any portion of the Property,
other than by commercial lease, for the term of the Loan.
ii. The Developer shall annually provide verification of the payment of the real
estate taxes for the Property during the term of this Agreement.
Page 4
iii. The Developer does not file for bankruptcy or otherwise become insolvent
during the term of this Agreement.
iv. The Property is not the subject of foreclosure proceedings during the term of
this Agreement.
v. The Developer is not it default of any term of this Agreement, the Note, or
the Mortgage set forth in B(2) below.
vi. The Developer shall maintain adequate insurance on the Property to cover the
replacement cost of the completed Project.
2. The Loan shall be secured by a Mortgage (attached hereto as Exhibit 4) granted by the
Developer and in favor of the City, which shall be filed with the Fulton County Recorder's
Office. The City agrees that said mortgage shall be subordinate to that of a primary lender
providing financing for the Project at the request of the Developer.
a. As signatories to this Agreement and the Note,309 Developments,LLC,Jed Rhoades
and Max Kumer shall be guarantors for the Note and this Agreement and shall be
jointly and severally liable in the event of a default thereof by the Developer.
b. The Developer agrees to add the City as an insured on the loan policy of the title
commitment issued upon the closing of the Property.
c. Upon full payment or forgiveness of the Loan,the City shall release the Mortgage and
file with the County Recorder's Office whatever documents are necessary to release
said mortgage.
3. For any Forgiveness Year during which retail tenants located in the former JC Penney's
building portion of the Property(PIN 09-08-27-410-003)generate Business District Revenues
of at least$20,000, the term of the Loan set forth in Section B(1)above shall be reduced by
one (1) additional year.
a. The Developer agrees to cooperate with the City and complete and/or execute, or
cause any of its tenants to complete and/or execute, any forms or documents
necessary for the City and its consultants and employees to calculate the annual
Business District Revenues generated by any new businesses located on the Property.
The Developer, furthermore, hereby gives its consent to the City to share such
Business District Revenue information with any such consultants and/or employees
as is necessary to administer and audit this Agreement.
4. In order to receive the incentives set forth herein, the Developer agrees to provide any
information to the City upon request of the City regarding the number of jobs created and/or
retained by the Project as may be required by the Act and by the Illinois Comptroller.
5. Notwithstanding anything contained in Section 13(1)(e)(i) to the contrary, the Developer may
sell or otherwise convey the Northeast portion of the parking lot currently situated on PIN #
09-08-27-410-026 without being in default of this Agreement provided that a new commercial
Page 5
retail business is constructed and operating thereupon within 24 months from the date of such
conveyance. In such event, the City agrees to partially release the mortgage set forth above as
it relates to the Northeast portion of PIN #09-08-27-410-026 to effectuate such conveyance.
C. LIMITATION OF INCENTIVES TO DEVELOPER
In no event shall the maximum cumulative reimbursements for the Developer's TIF Eligible Costs
for land acquisition and BDD Eligible Costs pursuant to Section B(1)above exceed Four Hundred
Eighty Thousand and 00/100 Dollars ($480,000.00) as set forth herein.
D. OBLIGATIONS AND RESPONSIBILITIES OF DEVELOPER
1. The Developer shall timely complete the Project located on the Property. Failure of the
Developer to timely complete such the Project as set forth herein will result in the denial of
the reimbursements to be otherwise made hereunder.
2. The failure of the Developer to provide any information reasonably required herein after
notice from the City,and the continued failure to provide such information within 30 days to
the City after such notice shall be considered a material 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 forgoing information.
3. The Developer agrees to execute any and all documents necessary to effectuate the provisions
of this Agreement.
E. PAYMENT OF ELIGIBLE PROJECT COSTS
1. To receive the incentives set forth in Section B above, the Developer must submit
documentation using the Request for Verification of Eligible Project Costs form attached hereto in
Ekbibit5(the"Requisition") to provide evidence of all TIF Eligible Costs for land acquisition
and BDD Eligible Costs incurred by it with respect to the Project on or before May 30,2025.
Satisfactory evidence of such costs shall include verified bills or statements of suppliers,
contractors, or professionals together with mechanic's lien waivers (whether partial or full),
cancelled checks, statements or invoices marked paid from each of the parties entitled to
payment with respect to work done for the Project, or other proofs payment for such bills,
statements, or invoices for such costs. Absent the City's written consent for an extension
provided to the Developer, any costs submitted after May 30, 2025 will not be eligible for
reimbursement.
2. Payment to the Developer for TIF Eligible Costs for land acquisition and BDD Eligible Costs
as set forth by the TIF Act and BDD Act, respectively, shall be made by the City following
submission by Developer of a Requisition and the TIF and BDD Administrator's approval of
the TIF Eligible Costs and BDD Eligible Costs and the availability of funds in the TIF and
BDD Special Tax Allocation Funds.
3. If any costs which are submitted by the Developer are not approved by the Administrator,the
reasons for disallowance will be set forth in writing and the Developer may resubmit the costs
with such additional information as may be required and the same procedures set forth herein
Page 6
shall apply to such re-submittals.
4. All TIF and BDD Eligible Project Costs which have been approved shall then be paid
pursuant to the terms set forth in Section B above.
F. LIMITED OBLIGATION OF CITY
The City's obligation hereunder to reimburse the Developer as stated herein is a limited
obligation. 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 nor obligate the
City to utilize its taxing authority to fulfill the terms of this Agreement.
G. 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 payments to any contractor, subcontractor,
mechanic, or materialman providing services or materials to the Developer for the Project.
H. DEFAULT; CURE; REMEDIES
In the event of a default under this 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") shall have an action for damages, or in the event damages would not fairly
compensate the Non-defaulting Party's for the Defaulting Party's breach of this 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 Municipal Sales Tax
Revenues payable 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 Agreement,it shall not be deemed to be in default under this 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 non-monetary covenant as and when it is required to
under this 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-defaulting Party specifying the nature of the
default, provided, however, with respect to those non-monetary 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.
I.TIME; FORCE MAJEURE
For this Agreement,time is of the essence. The Developer agrees to complete the Project on
or before May 30,2025, subject to extension due to Force Majeure (defined below). Failure to do so
shall be cause for the City to declare the Developer in default and unilaterally terminate the Agreement
after notice and the opportunity to cure as provided in Section H. 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 the City fails to timely perform the same and such failure is due in
Page 7
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 or any other cause beyond the reasonable control of the Developer
or the City.
J.ASSIGNMENT
The rights (including,but not limited to,the right to payments contemplated by Section B of
this Agreement) and obligations (or either of them) of the Developer under this Agreement shall not
be assignable. However, the Developer may assign any reimbursements payable to it pursuant to this
Agreement to any bank or financing institution to be used as collateral for financing related to the
Project.
K. 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.
L. 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.
M. 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`d) day from and including the date of posting,if mailed by registered
or certified mail, return receipt requested, with postage prepaid or (id) the next business day if sent
overnight delivery using a nationally recognized delivery service,addressed as follows:
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TO CITY TO DEVELOPER
City of Canton 309 Developments,LLC
`/o City Clerk Attn:Jed Rhoades and Max Kumer
2 N. Main Street 130 N. Main St.
Canton Illinois 61520
Ph: (309) 647-0065 Canton, Illinois 61520 '
Ph: (309) 333-0616
With copy to City's Administrator.
Jed Rhoades
Jacob &Klein,Ltd. and 26089 N County Hwy 22
The Economic Development Group,Ltd. Canton,IL 61520
1701 Clearwater Avenue
Bloomington, Illinois 61704 Max Kumer
Ph: (309) 664-7777 23271 N Seneca Ct.
Cuba, IL 61427
N. SUCCESSORS IN INTEREST
Subject to the provisions of Section Jabove, this Agreement shall be binding upon and inure
to the benefit of the Parties hereto and their respective successors and assigns.
O. 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.
P. 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.
Q. ENTIRE AGREEMENT
The terms and conditions set forth in this Agreement supersede all prior oral and written
understandings and constitute the entire agreement between the City and the Developer with respect
to the subject matter hereof.
Page 9
R. TERM OF THE AGREEMENT
Notwithstanding anything in this Agreement to the contrary,this Agreement shall expire upon
expiration of the Loan provided in Section B above. The Agreement may expire sooner upon default
by the Developer of this Agreement after applicable notice and cure periods.
S. ILLINOIS PREVAILING WAGE ACT
It is the understanding of the Parties that the position of the Illinois Department of Labor(the
"Department") 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 is stated as an answer to a FAQ section on the Department's website.'
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.
T. 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.
'See online: https://lahor.illinnis.goN,/.
Page 10
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 309 DEVELOPMENTS,LLC, an Illinois
Municipal Corporation ^ ^ L� d Company
OABY LA.-I �J (/ BY:
a or P/ Date: fa S
Date: J (LYL
JED RV individually
ATT STED BY:
BY:
r , Je ades
ity Clerk T Date: a
Date:
MAX KU R,individually
BY
x Kumer
Date:
EXHIBITS:
Exhibit 1. Estimated TIF&BDD Eligible Project Costs
Exhibit 2. Application for TIF Benefits Relating to Private Eligible Redevelopment Project Costs
Exhibit 3. Promissory Note
Exhibit 4. Mortgage
Exhibit 5. Request for Verification of Eligible Project Costs
Page 11
EXHIBIT 1
ESTIMATED TIF & BDD ELIGIBLE PROJECT COSTS
309 DEVELOPMENTS, LLC AND JED RHOADES AND MAX KUMER
(FULTON SQUARE PROJECT)
City of Canton,Fulton County,Illinois / Canton TIF Districts &BDD
Project Description: The Developer shall acquire the Property and complete interior and
exterior repairs, renovations and rehabilitation of the buildings and
parking lots located thereon at a total estimated cost of$2,282,500 to
make the properties available to lease to commercial tenants.
Location: 109 & 120 N. Main St. &90 E. Locust St., Canton,Illinois
Parcel Numbers: 09-08-27-410-003, 09-08-27-410-004&09-08-27-410-026
Estimated TIF & BDD Eligible Project Costs:
Property Acquisition&Demolition...............................................................................................$1,805,000
ProfessionalFees..................................................................................................................................... $2,000
Interior&Exterior repairs, renovation&rehabilitation of structures
(materials&contracted labor)..................................................................................................................$320,500
Asbestos Abatement (materials&contracted labor)............................................................................$155,000
Total Estimated TIF & BDD Eligible Project Costs•.................................... 2.282.500
The total,cumulative reimbursement of'rIF and BDD funds for TIF Eligible Costs and BDD Eligible Costs payable by the City to
the Developer shall not exceed$480,000.00 as set forth in Section B of this Redevelopment Agreement. The line items set forth in this
Exhibit 1 are not intended to place a total limit on the described expenditures or intended to preclude payment of other TIF or BDD
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 incurred for the Project.
Page 12
EXHIBIT 2
APPLICATION FOR TIF BENEFITS RELATING TO PRIVATE
ELIGIBLE REDEVELOPMENT PROJECT COSTS
Page 13
JACOB &KLEIN., • THE ECONOMIC
Arrnnf YRtc,(o DEVELOPMENT GROUP,,,
Fnnr�.:rir Ceruu.reutr+JRq*'.. l,1Lnriri+u:.l:lydaa(Sf.(:SfS1:R,
TAX INCREMENT FINANCING(TIF)DISTRICT
APPLICATION FOR TIF BENEFITS RELATING TO
PRIVATE(TIF)ELIGIBLE REDEVELOPMENT PROJECT COSTS
Pursuant to Section(65 ILCS 5/11-74.4-4(b))of the Tax Increment Allocation Redevelopment Act(65 ILCS
5/11-74.4 et. seq.), municipalities may make and enter into contracts with private developers to induce
redevelopment projects which are necessary or incidental to the implementation and furtherance of its
redevelopment plan and project.Municipalities may also,under certain conditions,incur project redevelopment
costs and reimburse developers who incur redevelopment project costs which are authorized by a
redevelopment agreement(65 ILCS 5/11-74.4-4(j)).
Private developers seeking reimbursement of TIF eligible redevelopment project costs are required by the
municipality to complete this application allowing the municipality to adequately determine the developer's
eligibility for assistance from the Tax Increment Financing(TIF)District.
INSTRUCTIONS: Complete each section and return via email to tifiliinois@tifillinois.com, fax
(309) 664-7878 or U.S. Mail to: The Economic Development Group,Ltd.,1701 Clearwater Avenue,
Bloomington,IL 61704.
PART I:DEVELOPER INFORMATION
Developer Legal/Business Name:309 Developments, LLC Date:10/31/2024
Business type: Dole Proprietorship; Partnership; Corporation(State of Charter. );
WILLC Other(please describe): Please
list any other business, subsidiary, parent company, corporation, limited liability company, individual, or
other entity that might incur costs related to this Project:_
Developer's Contact Information:
Name Jed Rhoades Title Co-Owner
Address 130 N. Main St.
City Canton State IL Zip 61520
Daytime Phone 309-333-0616 Mobile
Fax email RhoadesRealtors@gmail.com
PART II:PROJECT INFORMATION
TIF District Name TIF 1 &TIF 2 City Canton
Project Name Fulton Square
Anticipated Start Date December 13,2024 Anticipated Completion Date May 30, 2025
1
Page 14
Project Description Purchase of Fulton Square and exterior and interior improvements:
Improvements to parking lot,re-seal and stripe. Paint exterior of JCP. Asbestos abatement.
Grind/seal JCP floors. Security cameras. Interior paint. HVAC improvements. Exterior doors.
Project is classified as: ❑Industrial; ❑✓ Commercial; ❑Residential
Project street Address 109&120 N. Main Street and 90 E. Locust St.-Canton
Parcel(s)Relating to the above described project:
1. Property Identification Number(PIN) 09-08-27-410-028
Is this property within the TIF District Boundary (or proposed boundary)? ✓❑(es ❑No
Date property was acquired: December 13, 2024
2. Property Identification Number(PIN) 09-08-27-410-003
Is this property within the TIF District Boundary(or proposed boundary)?❑✓Yes ❑No
Date property was acquired: December 13,2024
3. Property Identification Number(PIN)09-08-27-410-004
Is this property within the TIF District Boundary(or proposed boundary)? Yes ❑No
Date property was acquired: December 13, 2024
(Please list any additional parcels on separate sheet and attach)
IF RESIDENTIAL:what is the expected absor tion rate or"build-out"for theproject?
PHASE I:Number of lots= @ PHASE It:Number of lots= @
$ per lot $ per lot
Calendar Number of Avg.Fair Market Calendar Number of Avg.Fair Market
Year Homes or Value Year Homes or Value
Units (House and Lot) Units (House and Lot)
(Please describe additional phases on separate sheet and attach)
FOR ENTIRE PROJECT:
Total Projected Investment$1,800,000.00 (Land and Real Estate Improvements Only)
Total Number of Jobs Created: 0
Number of Jobs FTE(full-time equivalent):0
Current annual retail sales(if applicable-commercial projects only)........ $
Projected(new)annual retail sales generated by this project......: $
2
Page 15
PART III. ESTIMATED TIF ELIGIBLE PROJECT COSTS
Property Assembly Costs: Phase L• Phase ll:
1. Property Acquisition...................... $ 1,800,000.00 $
2. Site preparation,clearing and grading......... $ $
3. Demolition............................. $5,000.00 $
Professional Fees:
1. Planning,engineering,architectural ......... $ $ T�
2. Legal .................................. $ 1,500.00 $
3. Accounting/financial...................... $ $
4. Marketing(land only)..................... $500.00 $
5. Other professional fees................... $ $ Tg
Job training and retraining services............... $ $
Rehabilitation or renovation(existing buildings) ...... $320.500.00 $ T6b
Public infrastructure improvements............... $ $ T80,
(Water,sewer,drainage,sidewalks,curb,etc.)
Utilities extension ............................ $ S TM
Interest Buy-Down:
Principal @ %per annum
for years=Estimated Interest Expense
X 30%........................ $ $
Miscellaneous/Other(please specify):
1 Asbestos abatement $ 155,000.00 $
2. .......... $ $
3. .......... $ $
TOTAL ESTIMATED ELIGIBLE COSTS.......... $2,282,500.00 $ 0.00
Additional Notes/Comments:
(Please describe estimated eligible project costs for additional phases on separate sheet and attach)
3
Page 16
PART IV. DECLARATIONS
Municioallty
Pursuant to the TIF Act,the municipality has the authority to 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 its redevelopment plan and project. Furthermore,the municipality may
Incur project redevelopment costs and reimburse developers who incur redevelopment project costs
authorized by a redevelopment agreement: provided, however, that on and after the effective date of
the amendatory Act of the 91 st General Assembly,no municipality shall incur redevelopment project costs
(except for planning costs and any other eligible costs authorized by municipal ordinance or resolution that
are subsequently Included in the redevelopment plan for the area and are incurred by the municipality after
the ordinance or resolution is adopted) that are not consistent with the program for accomplishing the
objectives of the redevelopment plan as included in that plan and approved by the municipality until the
municipality has amended the redevelopment plan as provided elsewhere in the Act.
Jacob&Klein.Ltd.and The Economic Development Group,Ltd.
As special TIF attorneys and TIF consultants(respectively for municipalities),Jacob&Klein,Ltd.(J&K)and
the Economic Development Group,Ltd.(EDG)will rely on the information and assumptions contained in the
foregoing material to prepare financial projections relating to this project and the potential benefits of tax
increment financing. J&K and EDG will not undertake an independent investigation to verify any of the
Information or material contained herein. No warranty,express or implied,as to the accuracy of the materials
and information contained herein or the results projected in any presentation is made by AK or EDG,its
officers or employees.J&K and EDG specifically disclaim the accuracy of the formulas and calculations used
to project potential TIF benefits and have no obligation to investigate or update, recalculate or revise the
calculations. The material presented by J&K and EDG based on information provided herein is subject to
risks,trends and uncertainties that could cause actual events to differ materially from those presented. Those
persons providing information contained in this Application for Reimbursement of TIF Eligible Project Costs
have represented to J&K and EDG that,as of the date it was provided,the information was accurate to the
best of their knowledge.Any person viewing,reviewing or utilizing financial projections or other presentations
based on the information contained in this Application should do so subject to all of the foregoing limitations
and shall conduct independent investigation to verify the assumptions and calculations presented by J&K and
EDG. By acceptance and use of any presentation created from the information contained herein,the user
accepts all of the foregoing limitations and releases J&K and EDG from any liability in connection therewith.
Private Developer
The Private Developer hereby asserts that this redevelopment project would not be economically feasible
without the use of tax increment financing.
The undersigned further certifies and warrants that to the best of his/her knowledge the information contained
in this Appli lion for Reimbursement of Private(TIF)Eligible Redevelopment Project Costs is true,correct
and corn
Co-Owner 10/31/2024
Pd Developer Title Date
Ple s mail a signed copy if returning the application via email.
CNi
4
Page 17
EXHIBIT 3
PROMISSORY NOTE
FOR VALUE RECEIVED,309 Developments,LLC and Jed Rhoades and Max Kumer
(the"Borrower"),promise to pay the City of Canton,Fulton County, Illinois,an Illinois Municipal
Corporation (the "Lender") the principal sum of up to Four Hundred Eighty Thousand Dollars
($480,000.00) with interest accruing on the unpaid principal at the rate of three percent (3%) per
annum. The aforementioned principal sum represents monies loaned by the Lender to the Borrower
for the reimbursement of Borrower's TIF and BDD Eligible Costs incurred as a result of a
Redevelopment Project located at 109 & 120 N Main Street and 90 E Locust Street, Canton, Illinois
(PINs 09-08-27-410-003, 09-08-27-410-004 and 09-08-27-410-026, the "Property"), within the
Redevelopment Project Area and that is the subject of a TIF and BDD Redevelopment Agreement
by and between the City of Canton and 309 Developments, LLC and Jed Rhoades and Max Kumer
(the"Redevelopment Agreement") entered into the 3`d day of December, 2024.
The term of this Promissory Note shall commence on the date the reimbursements provided
for in Section B of the Redevelopment Agreement are disbursed to the Borrower and end on the
date that is ten (10) years from the date of such disbursement.
Provided that the Borrower is at all times in compliance with the Redevelopment Agreement
and this Promissory Note,One-Tenth (1/10`h) of the principal balance of up to$480,000.00,plus any
accrued interest thereon,shall be forgiven by the Lender each year during the term of this Promissory
Note, with the first date of forgiveness being the date that is one (1) year from the date of the
disbursement set forth in Section B of the Redevelopment Agreement and continuing on said date
of each year thereafter for the term of this Promissory Note. Provided that the Borrower does not
Default or otherwise breach this Promissory Note or the Redevelopment Agreement,the full principal
amount of this Promissory Note,plus any accrued interest thereon,shall be forgiven on the expiration
of this Promissory Note.
The Borrower shall be deemed in Default of this Promissory Note if the Borrower:
1) sells or otherwise conveys the subject Property, other than by commercial lease, during
the term of this Promissory Note;
2) files for bankruptcy or otherwise becomes insolvent during the term of this Promissory
Note;
3) fails to provide annual verification that the ad valorem real estate taxes for the subject
Property have been paid;
4) becomes incapable of maintaining ownership of the Property or if the Property becomes
the subject of foreclosure proceedings;
5) fails to carry adequate insurance on the Property to cover the replacement cost of the
completed Project; or
6) creates a condition of any other default of the Redevelopment Agreement or this
Promissory Note.
For any Forgiveness Year (as defined in the Redevelopment Agreement) during which retail
tenants located in the former JC Penney's building portion of the Property (PIN 09-08-27-410-003)
generate Business District Revenues of at least$20,000, the term of this Note shall be reduced by one
Page 18
(1) year.
In the event the Borrower is in Default under the terms of this Promissory Note or the
Redevelopment Agreement and does not cure said default or breach on or before the thirtieth (30`h)
day after Lender gives Borrower written notice of Default thereof by personal delivery or certified
mailing, the outstanding principal amount, plus any accrued interest thereon, is immediately due to
the Lender and the Lender shall be entitled to all remedies permitted by law. Notice shall be deemed
given on the date of personal delivery or date of mailing, whichever applies. No delay or failure in
giving notice of said Default or breach shall constitute a waiver of the right of the Lender to exercise
said right in the event of a subsequent or continuing Default or breach. Furthermore,in the event of
such Default or breach, Borrower promises to reimburse Lender for all collection and/or litigation
costs incurred by the City, including reasonable attorney fees and court costs, whether judgment is
rendered or not.
As signatories to this Note,Jed Rhoades and Max Kumer personally guarantees payment of
this Promissory Note and shall be personally and severally liable in the event the Borrower is in default
hereof.
This Promissory Note has been entered into and shall be performed in the City of Canton,
Fulton County, Illinois,and shall be construed in accordance with the laws of the State of Illinois and
any applicable federal statutes or regulations of the United States. Any claims or disputes concerning
this Note shall,at the sole election of the Lender,be adjudicated in Fulton County, Illinois.
CITY BORROWER
CITY OF CANTON,ILLINOIS, an Illinois 309 DEVELOPMENTS, LLC, an Illinois
Municipal Corporation Limited Liabilitv Company
BY: BY: 1�sa
IV
Mayor g
Date: �ds
Date: f3
ATTESTED BY:
Ib k�w
JED RHO ,individually
ity Clerk '' BY:
Date: �L '� �� Je cly oades
Date:
MAX KUMER,individually
BY: '
ax Kumer
Date: f
Page 19
1! i111mill #
�.
4297"�.
RECORDATION REQUESTED BY: j �;
�_114f_..j
The City of Canton,Illinois
2 N.Main Street PATRIi=K ��'BRIAN
Canton,IL 61520 COUNTY ii NT`i' CLERK & RECORDER
WHEN RECORDED MAIL TO: F ULT+ill COUNTY, IL
RECORDED ON
The City of Canton,Illinois i i1;'f�?;r2!�'_5 fiu a?�, AN2 N.Main Street
Canton,IL 61520 RECORDING FEE 67.00
PAGE`,: t
SEND TAX NOTICES TO:
3d94�1p 's uc
c/o
130 /✓.
PREPARED BY:
Nicolas Nelson
Jacob&Klein,Ltd.
1701 Clearwater Ave,Suite C
Bloomington,IL 61554
FOR RECORDER'S USE ONLY
MORTGAGE
MAXIMUM LIEN. At no time shall the principal amount of Indebtedness secured by the
Mortgage, not including sums advanced to protect the security of the Mortgage, exceed the
Note amount of$480,000.00.
THIS MORTGAGE dated L-,/30 , 20 d is made and executed
between 309 DEVELOPMENTS, LLC, an Illinois Limited Liability Company, whose
address is 130 N.Main Street,Canton,Illinois 61520(referred to below as "Grantor") and The
City of Canton, Fulton County, Illinois, whose address is 2 N. Main Street, Canton, Illinois
61520 (referred to below as "Lender").
GRANT OF MORTGAGE. For valuable consideration, Grantor mortgages, warrants, and
conveys to Lender all of Grantor's right, title, and interest in and to the following described real
property, together with all existing or subsequently erected or affixed buildings, improvements and
fixtures; all easements, rights of way, and appurtenances; and all other rights, royalties, and profits
relating to the real property,including without limitation all minera:s, oil,gas,g?othermal and similar
mattes,(the"Real Property")located in Fulton County,State of Illinois,and further described
as:
(See Legal Description attached as Exhibit A hereto)
The Real Property or its address is commonly known as:
109 N.Main Street, Canton,Illinois 61520.
- 120 N.Main Street, Canton,Illinois 61520
90 E.Locust Street, Canton,Illinois 61520
The Real Property tax identification numbers are: 09-08-27-410-003, 09-08-27-410-004, and
090-08-27-410-026.
Page 1 of 15
MORTGAGE(cont'd)
Grantor presently assigns to Lender all of Grantor's right, title, and interest in and to all present and
future leases of the Property and all Rents from the Property.
THIS MORTGAGE, INCLUDING THE ASSIGNMENT OF RENTS IS GIVEN TO
SECURE (A) PAYMENT OF THE INDEBTEDNESS AND (B) PERFORMANCE OF
ANY AND ALL OBLIGATIONS UNDER THE NOTE,THE RELATED DOCUMENTS,
AND THIS MORTGAGE. THIS MORTGAGE IS GIVEN AND ACCEPTED ON THE
FOLLOWING TERMS:
PAYMENT AND PERFORMANCE. Except as otherwise pro-%rided in this Mortgage, Grantor
shall pay to Lender all amounts secured by this Mortgage as they'become due anc shall strictly perform
all of Grantor's obligations under this Mortgage.
POSSESSION AND MAINTENANCE OF THE PROPERTY. Grantor agrees that Grantor's
possession and use of the Property shall be governed by the following provisions:
Possession and Use. Until the occurrence of an Event of Default, Grantor may(1) remain
in possession and control of the property; (2) use, operate or manage the Property; and (3)
collect the Rents from the Property.
Duty to Maintain. Grantor shall maintain the Property in good condition and promptly
perform all repairs,replacements,and maintenance necessary to preserve its value.
Compliance with Environmental Laws. Grantor represents and warrants to Lender that:
(1) During the period of Grantor's ownership of the Property, there has been no use,
generation, manufacture, storage, treatment, disposal, release or threatened release of any
Hazardous Substance by any person on, under, about or from the Property; (2) Grantor has
no knowledge of, or reason to believe that there has been, except as previously disclosed of
and acknowledged by Lender in writing, (a) any breach of violation of any Environmental
Laws, (b) any use,generation, manufacture,storage, treatment,disposal,release or threatened
release of any Hazardous Substance on,under,about or from the Property by any prior owners
or occupants of the Property, or (c) any actual or threatened litigation -Dr claims of any kind
by any person relating to such matters; and (3) Except as previously disclosed to and
acknowledged by Lender in writing, (a) neither Grantor not any tenants, contractor, agent or
other authorized user of the Property shall use,generate,manufacture, store,treat,dispose of
or release any Hazardous Substance on, under,about or from the Property; and (b) any such
activity- shall be conducted in compliance with all applicable federal, state, and local laws,
regulations and ordinances, including without limitation all Environm=ntal Laws. Grantor
authorizes Lender and its agents to enter upon the Property to make such inspections and
tests, at Grantor's expense, as Lender may deem appropriate to determine compliance of the
Property with this section of the Mortgage. Any inspections or tests made by Lender shall be
for Lender's purposes only and shall not be construed to create any responsibility or liability
on the part of Lender to Grantor or to any other person. The representations and warranties
contained herein are based on Grantor's due diligence in investigatng the Property for
Hazardous Substances. Grantor hereby (1) releases and waives any future claims against
Page 2 of 15
MORTGAGE(cont'd)
Lender for indemnity or contribution in the event Grantor becomes liablz for cleanup or other
costs under any such laws; and (2) agrees to indemnify, defend, and hold harmless Lender
against any and all claims, losses, liabilities, damages, penalties, and es-jenses which Lender
may directly or indirectly sustain or suffer resulting from a breach cf this section of the
Mortgage or as a consequence of any use,generation,manufacture, storage, disposal, release
or threatened release occurring prior to Grantor's ownership or interest in the Property,
whether or not the same was or should have been known to Grantor. The provisions of this
section of the Mortgage, including the obligation to indemmf, and def nd, shall survive the
payment of the Indebtedness and the satisfaction and r:�conveyance of the lien of this
Mortgage and shall not be affected by Lender's acquisition of any interest in the Property,
whether by foreclosure or otherwise.
Nuisance, Waste. Grantor shall not cause, conduct or permit any nuisance nor commit,
permit,or suffer any stripping of or waste on or to the Property or any portion of the Property.
Without limiting the generality of the foregoing,Grantor will not remove;or grant to any other
party the right to remove, any timber, minerals (including cil and gas), coal, clay, scoria, soil,
gravel or rock products without Lender's prior written consent.
Removal of Improvements. Grantor shall not demolish o-remove any Improvements from
the Real Property without Lender's prior written consent. As a condition to the removal of
any Improvements,Lender may require Grantor to make arrangements satisfactory to Lender
to replace such Improvements with Improvements of at least equal value.
Lender's Right to Enter. Lender and Lender's agents and representatives may enter upon
the Real Property at all reasonable times to attend to Lender's interests and to inspect the Real
Property for purposes of Grantor's compliance with the terms an3 conditions of this
Mortgage.
Compliance with Governmental Requirements. Grantor shall promptly comply with all
laws, ordinances, and regulations, now or hereafter in effect, of all governmental authorities
applicable to the use or occupancy of the Property-. Grantor may con-est in good faith any
such lain,ordinance,or regulation and withhold compliance during any proceeding,including
appropriate appeals, so long as Grantor has notified Lender in writing prior to doing so and
so long as,in Lender's sole opinion, Lender's interests in the Property are not jeopardized.
Lender may require Grantor to post adequate security or a surety bond,reasonably satisfactory
to Lender,to protect Lender's interest.
Duty to Protect. Grantor agrees neither to abandon or leave unattended the Property.
Grantor shall do all other acts,in addition to those acts set forth above in this section,which
from the character and use of the Property are reasonably necessary to protect and preserve
the Property.
TAXES AND LIENS. The following provisions relating to the taxes and liens on the Property are
part of this Mortgage:
Page 3 of 15
MORTGAGE(cont'd)
Payment. Grantor shall pas- when due (and in all events prior to delinquency) all taxes,
payroll taxes,special taxes,assessments,water charges and sewer service charges le-,ried against
or on account of the Property, and shall pay when due all claims for work done on or for
services rendered or material furnished to the Property. Grantor shall maintain the Property
free of any liens having priority over or equal to the interest of Lender under this Mortgage,
except for those liens specifically agreed to in writing by Lender, and except for the lien of
taxes and assessments not due as further specified in the Right to Contest paragraph.
Right to Contest. Grantor may withhold payment of any tax, assessment, or claim in
connection with a good faith dispute over the obligation to pay, so long as Lender's interest
in the Property is not jeopardized. If a lien arises or is filed as a result of nonpayment,Grantor
shall within fifteen (15) days after the lien arises or, if alien is filed, within fifteen (15) days
after Grantor has notice of the filing,secure the discharge of:he lien,or if requested by Lender,
deposit with Lender cash or a sufficient corporate surety bond or other security satisfactory
to Lender in an amount sufficient to discharge the lien plus any costs and attorney's fees, or
other charges that could accrue as a result of a foreclosure or sale under the lien. In any
contest, Grantor shall defend itself and Lender and shall satisfy any adverse judgment before
enforcement against the Property. Grantor shall name Lender as an acdidonal oblige under
any surety bond furnished in the contest proceedings.
Evidence of Payment. Grantor shall upon demand furnish to Lender satisfactory evidence
of payment of the taxes or assessments and shall authorize the appropriate governmental
official to deliver to Lender at any time a written statement of the taxes and assessments against
the Property.
Notice of Construction. Grantor shall notify Lender at least fifteen (15) days before any
work is commenced,any services are furnished,or any materials are supplied to the Property,
if any mechanic's lien, materialmen's lien, or other lien could be asserted on account of the
work, services, or materials. Grantor will upon request of Lender furnish to Lender advance
assurances satisfactory to Lender that Grantor can and will pay the cost of such improvements.
PROPERTY DAMAGE INSURANCE. The following provisions relating to insuring the
Property are a part of this Mortgage:
Maintenance of Insurance. Grantor shall procure and maintain policies of fire insurance
with standard extended coverage endorsements on a replacement basis for the full insurable
value covering all Improvements on the Real Property in an amount sufficient to avoid
application of any coinsurance clause,and with a standard mortgagee clause in favor of Lender.
Policies shall be written by such insurance companies and in such form as may be reasonably
acceptable to Lender. Grantor shall deliver to Lender certificates of coverage from each
insurer containing a stipulation that coverage will not be cancelled or diminished without a
minimum of ten (10) days' prior written notice to Lender and not containing any disclaimer
of the insurer's liability for failure to give such notice. Each insurance policy also shall include
an endorsement providing that coverage in favor of Lender will not be impaired in any way
by any act, omission or default of Grantor or any other person. Should the Real Property be
located in an area designated by the Director of the Federal Emergency Management Agency
Page 4 of 15
MORTGAGE(cont'd)
as a special flood hazard area,Grantor agrees to obtain and maintain Feceral Flood Insurance,
if available,for the full unpaid principal balance of the loan and any prior liens on the property
securing the loan, up to the maximum policy limits set under the National Flood Insurance
Program, or as otherwise required by Lender,and to maintain such insurance for the term of
the loan.
Application of Proceeds. Grantor shall promptly notify Lender of any loss or damage to
the Property if the estimated cost of repair or replacement exceeds any damage over one
thousand dollars. Lender may make proof of loss if Grantcr fails to do so within fifteen (15)
days of the casualty. Whether or not Lender's security is impaired, Lender may, at Lender's
election, receive and retain the proceeds of any insurance and apply the proceeds to the
reduction of the Indebtedness, payment of any lien affecting the Property, or the restoration
and repair of the Property. If Lender elects to apply the proceeds to restoration and repair,
Grantor shall repair or replace the damaged or destroyed Improvements in a manner
satisfactory to Lender. Lender shall, upon satisfactory proof of such expenditure, pay or
reimburse Grantor from the proceeds for the reasonable cost of repair or restoration if
Grantor is not in default under this Mortgage. Any proceeds which have not been disbursed
within 180 days after their receipt and which Lender has not comm_tted to the repair or
restoration of the Property shall be used first to pail any amount owing to Lender under this
Mortgage, then to pay accrued interest, and the remainder, if an}', shall be applied to the
principal balance of the Indebtedness. If Lender holds any proceeds after payment in full of
the Indebtedness, such proceeds shall be paid to Grantor as Grantor's interests may appear.
LENDER'S EXPENDITURES. If Grantor fails (A) to keep the Property free of all taxes,liens,
security interests, encumbrances, and other claims, (B) to provide any required insurance on the
Property, or(C) to make repairs to the Property then Lender may co so. If any action or proceeding
is commenced that would materially affect Lender's interests in the Property, then Lender on
Grantor's behalf may,but is not required to,take any action that Lender believes to be appropriate to
protect Lender's interests. All expenses incurred or paid by Lender for such purposes will then bear
interest at the rate charged under the Note from the date incurred or paid by ender to the date of
repayment by Grantor. All such expenses will become a part of fne Indebtedness and, at Lender's
option,will (A) be payable on demand; (B) be added to the balance of the Note and be apportioned
among and be payable with any installment payments to become due during either (1) the term of
any applicable insurance policy;or(2) the remaining term of the Note;or(C) l e treated as a balloon
payment which will be due and payable at the Note's maturity.The Mortgage also will secure payment
of these amounts. The rights provided for in this paragraph shall be in addition to any other rights or
any remedies to which Lender may be entitled on account of any default. Any such action by Lender
shall not be construed as curing the default so as to bar Lender from any remedy that it otherwise
would have had.
WARRANTY; DEFENSE OF TITLE. The following provis=ons relating to ownership of the
Property are a part of this Mortgage:
Title. Grantor warrants that: (a) Grantor holds good anc marketable title or record to the
Property in fee simple, free and clear of all liens and encumbrances other than those set forth
in the Real Property description or in any title insurance policy,title report,or final title opinion
Page 5 of 15
MORTGAGE(cont'd)
issued in favor of,and accepted by,Lender in connection with this Mortgage,and (b) Grantor
has the full right,power,and authority to execute and deliver this Mortgage to Lender.
Defense of Tide. Subject to the exception in the paragraph above, Grantor warrants and
will forever defend the title to the Property against the lawful claims of all persons. In the
event any action or proceeding is commenced that questions Grantor's title or the interest of
Lender under this Mortgage, Grantor shall defend the acticn at Grantor's expense. Grantor
may be the nominal party in such proceeding,but Lender shall be entitled to participate in the
proceeding and to be represented in the proceeding by counsel of Lender's own choice, and
Grantor will deliver, or cause to be delivered, to Lender such instruments as Lender may
request from time to time to permit such participation.
Compliance With Laws. Grantor warrants that the Property and Grantor's use of the
Property complies with all existing applicable laws, ordinances, and regulations of
governmental authorities.
Survival of Promises. All promises, agreements,and statements Grantor has made in this
Mortgage shall survive the execution and delivery of this Mortgage, shall be continuing in
nature and shall remain in full force and effect until such time as Grantor's Indebtedness is
paid in full.
CONDEMNATION. The following provisions relating to condemnation Froceedings are a part
of this Mortgage:
Proceedings. If any proceeding in condemnation is filed, Grantor shall promptly notify
Lender in writing, and Grantor shall promptly take such steps as may be necessary to defend
the action and obtain the award. Grantor may be the nominal party in such proceeding, but
Lender shall be entitled to participate in the proceeding and to be represented in the
proceeding by counsel of its own choice, and Grantor will deliver or cause to be delivered to
Lender such instruments and documentation as may be requested by Lender from time to
time to permit such participation.
Application of Net Proceeds. If all or any part of the Property is condemned by eminent
domain proceedings or by any proceeding or purchase in lieu of condemnation, Lender may
at its election require that all or any portion of the net proceeds of the award be applied to the
Indebtedness or the repair or restoration of the Property. The net proceeds of the award shall
mean the award after payment of all reasonable costs, expenses, and attorneys' fees incurred
by Lender in connection with the condemnation.
IMPOSITION OF TAXES, FEES AND CHARGES BY GOVERNMENTAL
AUTHORITIES. The following provisions relating to governmental taxes, fees and charges are a
part of this Mortgage:
Current Taxes, Fees and Charges. Upon request by Lender, Grantor shall execute such
documents in addition to this Mortgage and take whatever o_her action is requested by Lender
to perfect and continue Lender's lien on the Real Property. Grantor shall reimburse Lender
Page 6 of 15
MORTGAGE(cont'd)
for all taxes, as described below, together with all expenses incurred in recording, perfecting
or continuing this Mortgage,including without limitation all taxes, fees,documentary stamps,
and other charges for recording or registering this Mortgage.
Taxes. The following shall constitute taxes to which this section applies: (1) a specific tax
upon this type of Mortgage or upon all or any part of tie Indebtecness secured by this
Mortgage; (2) a specific tax on Grantor which Grantor is authorized or required to deduct
from payments on the Indebtedness secured by this type of Mortgage; 3) a tax on this type
of Mortgage chargeable against the Lender or the holder of the Note;and (4) a specific tax on
all or any portion of the Indebtedness or on payments of principal and interest made by
Grantor.
Subsequent Taxes. If an)'tax to which this section applies is enacted subsequent to the date
of this Mortgage,this event shall have the same effect as an Event of Default,and Lender may
exercise any or all of its available remedies for an Event of Default as provided below unless
Grantor either(1)pays the tax before it becomes delinquent,or(2)contests the tax as provided
above in the Taxes and Liens section and deposits with Lender cash or a sufficient corporate
surety bond or other security satisfactory to Lender.
FURTHER ASSURANCES; ATTORNEY-IN-FACT. The Following provisions relating to
further assurances and attorney-in-fact are a part of this Mortgage:
Further Assurances. At an)'time,and from time to time,upon request of Lender, Grantor
will make, execute and deliver, or will cause to be made, executed or delivered, to Lender or
to Lender's designee, and when requested by Lender, cause to be filed,recorded, refilled, or
rerecorded, as the case may be, at such times and in such offices and places as Lender may
deem appropriate, any and all such mortgages, deeds of trust, security deeds, security
agreements, financing statements, continuation statements,instruments of further assurance,
certificates, and other documents as may, in the sole opinion of Lender, be necessary or
desirable in order to effectuate, complete, perfect, continue, or preserve (1) Grantor's
obligations under the Note,this Mortgage,and the Related Documents,and(2) the liens and
security interest created by this Mortgage as first and prior liens on the Property,whether now
owned or hereafter acquired by Grantor. Unless prohibited by law or Lender agrees to the
contrary in writing, Grantor shall reimburse Lender for all costs and expenses incurred in
connection with the matters referred to in this paragraph.
Attorney-in-Fact. If Grantor fails to do any of the things referred to in the preceding
paragraph,Lender may do so for and in the name of Grantor, and at Grantor's expense. For
such purposes, Grantor hereby irrevocably appoints Lender as Grantor's attorney-in-fact for
the purpose of making, executing, delivering, filing, recording, and doing all other things as
may be necessary or desirable,in Lender's sole opinion, to accomplish the matters referred to
in the preceding paragraph.
FULL PERFORMANCE. If Grantor pays all the Indebtedness when due,and otherwise performs
all the obligations imposed upon Grantor under this Mortgage, Lender shall execute and deliver to
Page 7 of 15
MORTGAGE(cont'd)
Grantor a suitable satisfaction of this Mortgage. Grantor will pay,if permitted by applicable law,any
reasonable termination fee as determined by Lender from time to time.
EVENTS OF DEFAULT. At Lender's option, Grantor will be in default under this Mortgage if
any of the following happen:
Payment Default. Grantor fails to make any payment whz!n due under the Indebtedness.
Default on Other Payments. Failure of Grantor within the time required by this Mortgage
to make any payment for taxes or insurance,or any other payment necessary to prevent filing
of or to effect discharge of any lien.
Break Other Promises. Grantor breaks any promise made to Lender or fails to perform
promptly at the time and strictly in the manner provided in this Mortgage or in any agreement
related to this Mortgage,including the Redevelopment Agreement.
False Statements. Any representation or statement made or furnished to Lender by Grantor
or on Grantor's behalf under this Mortgage or the Related Documents is false or misleading
in any material respect,either now or at the time made or furnished.
Defective Collateralization. This Mortgage or any of the Related Documents ceases to be
in full force and effect (including failure of any collateral document to create a valid and
perfected security interest or lien) at any time and for any reason.
Death or Insolvency. The dissolution of the Grantor's corporation, the insolvency of
Grantor,the appointment of a receiver for any part of Grantor's property,an)'assignment for
the benefit of creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against Grantor.
Taking of the Property. Any creditor or governmental agency tries to take any of the
Property or any other of Grantor's property in which Lender has alien. This includes taking
of, garnishing of or levying on Grantor's accounts, including deposit accounts,with Lender.
However, if Grantor disputes in good faith whether the claim on which the taking of the
Property is based is valid or reasonable,and if Grantor give ender written notice of the claim
and furnishes Lender with monies or a surety bond satisfactory to Lender to satisfy,the claim,
then this default provision will not apply.
Breach of Other Agreement. Any breach by Grantor under the terms of any other
agreement between Grantor and Lender, including the Redevelopment Agreement or the
Note, that is not remedied within any grace period provided therein, including without
limitation any agreement concerning any indebtedness or other obligation of Grantor to
Lender,whether existing now or later.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any
guarantor, endorser, surety, or accommodation party of any of the Indebtedness or any
Page 8 of 15
MORTGAGE(cont'd)
guarantor,endorser,surety,or accommodation party dies or becomes incompetent,or revokes
or disputes the validity of,or liability under,any Guaranty of the Indebtedness.
RIGHTS AND REMEDIES ON DEFAULT. Upon the occurrence of an Event of Default and
at any time thereafter, Lender, at Lender's option, may exercise aay one or more of the following
rights and remedies,in addition to any other rights or remedies pro Tided by law:
Accelerate Indebtedness. Lender shall have the right at its option without notice to Grantor
to declare the entire Indebtedness immediately due and p2yable, including any prepayment
penalty that Grantor would be required to pay.
Collect Rents. Lender shall have the right,without notice to Grantor,to take possession of
the Property and collect the Rents,including amounts past due and unpaid,and apply the net
proceeds, over and above Lender's costs, against the Indebtedness. In furtherance of this
right, Lender may require any tenant or other user of the Property to make payments of rent
or use fees directly to Lender. If the Rents are collected by Lender, then Grantor irrevocably
designates Lender as Grantor's attorney-in-fact to endorse instruments received in payment
thereof in the name of Grantor and to negotiate the same and collect the proceeds. Payments
by tenants or other users to Lender in response to Lender's demand shall satisfy the obligations
for which the payments are made,whether or not any grope-grounds for the demand existed_
Lender may exercise its rights under this subparagraph either in person,by agent,or through
a receiver.
Mortgagee in Possession.. Lender shall have the right to be placed as mortgagee in
possession or to have a receiver appointed to take possession of all or any part of the Property,
with the power to protect and preserve the Property, to operate the Property preceding
foreclosure or sale, and to collect the Rents from the Property and apply the proceeds, over
and above the cost of the receivership;against the Indebtedness. The mortgagee in possession
or receiver may serve-without bond if permitted by law. Lender's right to the appointment of
a receiver shall exist whether for not the apparent value of the Property exceeds the
Indebtedness by a substantial auioun%- Employment by Lender shall not disqualify a person
from serving as a receiver. j
Judicial Foreclosure. Lender may obtain a judicial decree foreclosing Grantor's interest in
all or any part of the Property.
Deficiency Judgment. If permitted by applicable law, Linder may obtain a judgment for
any deficiency remaining in the Indebtedness due to Lender after application of all amounts
received from the exercise of the rights provided in this section.
Other Remedies. Lender shall have all other rights and remedies provided in this Mortgage
or the Note or available at law or in equity.
Sale of the Property. To the extent permitted by applicable law,Grantor hereby waives any
and all right to have the Property marshaled. In exercising its rights and remedies, Lender
shall be free to sell all or any part of the Property together or separately, in one sale or by
Page 9 of 15
MORTGAGE(cont'd)
separate sales. Lender shall be entitled to bid at any public sale on all or any portion of the
Property.
Election of Remedies. All of Lender's rights and remedies will be cumulative and may be
exercised alone or together. An election by Lender to choose any one remedy will not bar
Lender from using any other remedy. If Lender decides to spend money or to perform any
of the Grantor's obligations under this Mortgage,after Grantor's failure to do so,that decision
by Lender will not affect Lender's right to declare Grantor in default and to exercise Lender's
remedies.
Attorneys' Fees; Expenses. If Lender institutes any suit or action to enforce any of the
terms of this Mortgage,Lender shall be entitled to recover such sum as the court may adjudge
reasonable as attorneys'fees at trial and upon any appeal. Whether or not any court action is
involved, and to the extent not prohibited by law,all reasonable expenses Lender incurs that
in Lender's opinion are necessary at any time for the protection of its interest or the
enforcement of its rights shall become a part of the Indebtedness payable on demand and shall
bear interest at the Note rate from the date of the expenditure until repaid. Expenses covered
by this paragraph include,without limitation,however subject to any limits under applicable
law, Lender's attorneys' fees and Lender's legal expenses, whether or not there is a lawsuit,
including attorneys'fees and expenses for bankruptcy proceedings(including efforts to modify
or vacate any automatic stay or injunction), appeals, and any anticipated post-judgment
collection services,the cost of searching records,obtaining title reports (including foreclosure
reports), surveyors' reports, and appraisal fees and title insurance, to the extent permitted by
applicable law. Grantor also will pay any court cots,in addition to all other sums provided by
law.
NOTICES. Any notice required to be given under this Mortgage,including without limitation any
notice of default and any notice of sale shall be given in writing, and shall be effective when actually
delivered,when actually received by telefacsimile (unless otherwise required by law),when deposited
with a nationally recognized overnight courier,or,if mailed,when deposited in the United States mail,
as first class, certified or registered mail postage prepaid, directed to the addresses shown near the
beginning of this Mortgage. All copies of notices of foreclosure from the holder of any lien which
has priority over this Mortgage shall be sent to Lender's address,as shown near the beginning of this
Mortgage. Any person may change his or her address for notices under this Mortgage by giving formal
written notice to the other person or persons, specifying that the purpose of the notice is to change
the person's address. For notice purposes, Grantor agrees to keep Lender informed at all times of
Grantor's current address. Unless otherwise provided or required by law, if there is more than one
Grantor, any notice given by Lender to any Grantor is deemed to be notice given to all Grantors. It
will be Grantor's responsibility to tell the others of the notice from Lender.
MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of this
Mortgage:
Amendments. What is written in this Mortgage and in the Related Documents is Grantor's
entire agreement with Lender concerning the matters covered by this Mortgage. To be
Page 10 of 15
MORTGAGE(cont'd)
effective, any change or amendment to this Mortgage must be in writing and must be signed
by whoever will be bound or obligated by the change or amendment.
Caption Headings. Caption headings in this Mortgage are for convenience purposes only
and arc not to be used to interpret or define the provisions of this Mortgage.
Governing Law. This Mortgage will be governed by federal law applicable to Lender
and,to the extent not preempted by federal law,the laws of the State of Illinois without
regard to its conflicts of law provisions. This Mortgage has been accepted by Lender
in the State of Illinois.
No Waiver by Lender. Grantor understands Lender will not give up any of Lender's rights
under this Mortgage unless Lender does so in writing. The fact that Lender delays or omits
to exercise any right will not mean that Lender has given up that right. If Lender does agree
in writing to give up one of Lender's rights, that does not mean Grantor will not have to
comply with the other provisions of this Mortgage. Grantor also understands that if Lender
does consent to a request, that does not mean that Grantor will not have to get Lender's
consent again if the situation happens again. Grantor further understands that just because
Lender consents to one or more of Grantor's requests, that does not mean Lender will be
required to consent to any of Grantor's future requests. Grantor waives presentment,demand
for payment,protest,and notice of dishonor.
Severability. If a court finds that any provision of this Mortgage is not valid or should not
be enforced, that fact by itself will not mean that the rest of his Mortgage will not be valid or
enforced. Therefore,a court will enforce the rest of the provisions of this Mortgage even if a
provision of this Mortgage may be found to be invalid or unenforceable.
Merger. There shall be no merger of the interest or estate created by this Mortgage with any
other interest or estate in the Property at any time held by or for the benefit of Lender in any
capacity,without the written consent of Lender.
Successors and Assigns. Subject to any limitations stated in this Mortgage on transfer of
Grantor's interest,this Mortgage shall be binding upon and inure to the benefit of the parties,
their successors and assigns. If ownership of the Property becomes vested in a person other
than Grantor, Lender, without notice to Grantor, may deal with Grantor's successors with
reference to this Mortgage and the Indebtedness by way of forbearance or extension without
releasing Grantor from the obligations of this Mortgage or liability under the Indebtedness.
Time is of the Essence. Time is of the essence in the performance of this Mortgage.
Waiver of Homestead Exemption. Grantor hereby releases and waives all rights and
benefits of the homestead exemption laws of the State of Illinois as to all Indebtedness secured
by this Mortgage.
Subordination of Mortgage. This Mortgage shall be subordinate to that of a primary lender
at the request of the Grantor all as set forth in the Redevelopment Agreement and the Note.
Page 11 of 15
MORTGAGE(cont'd)
DEFINITIONS. The following words shall have the following meanings when used in this
Mortgage:
Borrower. The word"Borrower"means 309 Developments.LLC,and includes all co-signers
and co-makers signing the Note and all their successors and assigns.
Environmental Laws. The words "Environmental Laws" mean any and all state, federal
and local statutes, regulations and ordinances relating to the protection of human health or
the environment, including without limitation the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq_
("CERCLA"),the Superfund Amendments and Reauthorization Act of 1986,Pub.L.No.99-
499 ("SARA"), the Hazardous Matcrials Transportation Act, 49 U.S.C. Section 1801, et seq.,
the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901, et seq., or other
applicable state or federal laws,rules,or regulations adopted pursuant thereto.
Event of Default. The words"Event of Default"mean any of the events of default set forth
in this Mortgage in the events of default section of this Mortgage.
Grantor. The word"Grantor" means 309Developments LLC.
Guaranty. The word "Guaranty" means the guaranty from guarantor, endorser, surety, or
accommodation party to Lender, including without limitation a guarant},of all or part of the
Note.
Hazardous Substances. The words "Hazardous Substances"mean materials that,because
of their quantity, concentration or physical, chemical or infectious characteristics, may cause
or pose a present or potential hazard to human health or the environment when improperly
used,treated,stored,disposed of,generated,manufactured,transported or otherwise handled.
The words "Hazardous Substances"are used in their very broadest sense and include without
limitation any and all hazardous or toxic substances,materials or waste as defined by or listed
under the Environmental Laws. The term "Hazardous Substances" also includes, without
limitation,petroleum and petroleum by-products or any fraction thereof and asbestos.
Improvements. The word "Improvements" means all existing and future improvements,
buildings, structures, mobile homes affixed on the Real Property, facilities, additions,
replacements and other construction on the Real Property.
Indebtedness. The word "Indebtedness" means all principal,interest, and other amounts,
costs and expenses payable under the Note, the Redevelopment Agreement, or Related
Documents, together with all renewals of, extensions of, modifications of, consolidations of
and substitutions for the Note or Related Documents an any amounts expended or advanced
by Lender to discharge Grantor's obligations or expenses incurred by Lender to enforce
Grantor's obligations under this Mortgage,together with interest on such amounts as provided
in this Mortgage.
Page 12 of 15
MORTGAGE (cont'd)
Lender. The word"Lender"means the Cin,of Canton,ljL nois,its successors and/or assigns.
The words "successors or assigns"mean any person or company that acquires any interest in
the Note.
Mortgage. The word"Mortgage"means this Mortgage between Grantor and Lender.
Note. The word"Note"means the promissory note dated December 3,2024,in the original
principal amount of up to $480,000.00,from Grantor to Lender,together with all renewals
of,extensions of,modifications of,refinancing of,consolidations of,and substitutions for the
promissory note or agreement. The interest rate on the Note is a variable interest rate based
upon an index. The index currently is Three percent(3.0%) per annum.
Real Property. The words "Real Property" mean the real property, interests and rights, as
further described in this Mortgage.
Redevelopment Agreement: The words Redevelopment Agreement mean the TIF District
and BDD Redevelopment Agreement executed by and between the City of Canton and 309
Developments,LLC,Jed Rhoades,and Max Kumar on December 3,2024.
Related Documents. The words "Related Documents" mean all promissory notes, credit
agreements, loan agreements, environmental agreements, guaranties, mortgages, deeds of
trust,collateral mortgages,and all other instruments,agreements and documents,whether now
or hereafter existing,executed in connection with the Indebtedness.
Rents. The work "Rents" means all present and future rents, revenues, income, issues,
royalties,profits,and other benefits derived from the Property.
GRANTOR ACKNOWLEDGES HAVING REAL ALL THE PROVISIONS OF THIS
MORTGAGE,AND GRANTOR AGREES TO ITS TERMS.
GRANTOR:
309 Develo men ; LC,an Illinois Limited Liability Company
By:
I:t,Duly Authorized Agent
Printed Name
Attest:
Its Secretary
Printed Name
Page 13 of 15
MORTGAGE(cont'd)
INDIVIDUAL ACKNOWLEDGMENT
STATE OF ILLINOIS )
) SS.
COUNTY OF FULTON )
( u5 ay before me, the undersigned Notary Public, personally appeared
to me known to be the individuals described in and who
es tell the Mortgage and acknowledged that he/she/they signed the Mortgage as his/her/their free and
ti cif
dan-act and deed, for the uses and purposes therein mentioned_
Given under my hand and official seal this day of
Sy Residing at
Notary Public in and for the State of Illinois.
Mycornmission expires to ZD Z5
ANEWA M DOWNING
MTEOF
OFFICIALSEAL
Notary Public-State of IllinoPilaw My Commission_ExpIm�s
October20 2025
Page 14 of 15
+ 1
MORTGAGE(cont'd)
EXHIBIT A
LEGAL DESCRIPTION OF PROPERTY
The Land referred to herein below is situated in the County of Fulton,State of Illinois and is described as follows:
Parcel 1. Apart of the Original Town,now City,of Canton,-apart of Nathan Jones First Addition,apart of vacated
Chestnut Street,a vacated part of Main Street,a part of vacated First Avenue,a part of First Avenue and a vacated
alley in the West Half of the Southeast Quarter of Section 27, Township 7 North, Range 4 East of the Fourth
Principal Meridian,Fulton County,Illinois more particularly described as follows and bearings are for descriptive
purposes only:
Commencing at the Southeast corner of Lot 108 in said Original Town;thence bearing South 00 degrees 20 minutes
23 seconds West,a distance of 33.00 feet to the Point of Beginning of the tract to be described:From the Point of
Beginning;thence bearing North 89 degrees 53 minutes 16 seconds,West,a distance of 21650 feet to a point on
the South side of a masonry building,thence bearing South 00 degrees 09 minutes 04 seconds `Vest,a distance of
62.85 feet;thence bearing North89 degrees 50 minutes 56 seconds West, a distance of 61.50 feet;thence bearing
South 00 degrees 09 minutes 04 seconds West,a distance of 8.00 feet;thence bearing North 89 degrees50 minutes
56 seconds West,a distance of 86.69 feet to the projection of the West side of a masonry building;thence along said
West side bearing North 00 degrees 09 minutes 28 seconds Fast,a distance 374.89 feet; thence bearing South 89
degrees 27 minutes 13 seconds East,a distance of 2.10 feet to the West line of Lot 95 in said Original Town;thence
along said West line bearing North 00 degrees 32 minutes 47 seconds East,a distance of 59.97 feet;thence bearing
-Nbrdi.38.de, ees 27 niinutes.55 seconds East,a,distance-of55,89 feet to the North hne of said Lot 95;thence along
the,_Nlortli lice df L6ts:95 and 9G;in said Original Town bearing South 89 degrees 39 minutes 51 seconds East,a
,distance.of'2�3.4 ,feet t�,th N I. . est comer oE'die People of the State of Illinois,Department of Transportation
propem,as described in Volume 886 on Page 124,Fulton County Land Records;thence along the Westerly line of
said People of the State of Illinois Department of Transportation property bearing South 66 degrees 42 minutes 20
seconds East,a distance of 36.27 feet;thence continuing along said Westerly line bearing South 19 degrees 47 minutes
48 seconds East,a distance of 63.91 feet;..diencc bearing South 09 degrees 01 minutes 01 seconds East;a distance
of 57.51 feet;thence beating South 00 c1cb ces:32 minutes 55 seconds West,a distance of 123.81 feet;thence bearing
South 00 degrees 38 minutes 24 seconds West,a distance of 151.91 feet;thence bearing North 89 degrees 50 minutes
56 seconds West,a distance of 8.10 feet to the Point of Beginning,containing 3.657 acres,more or less;situated in
Fulton County, Illinois as shown on the survey prepared by Maurer Stutz, Inc., by Ronald E. Cloninger, Illinois
Professional Land Surveyor#2524,dated January 6,1999,project No.234-98087.
Parcel 2: A permanent non=exclusive easement for the benefit of Parcel 1 to install,maintain,repair and replace
doorways,entrances,signs,and awnings which extend out over the City,sidewalk in,upon,over,through and across
the following described tract as created by the Easement recorded April 1,1999 in Book 1600,Page 54 as Document
No.99-96087:
Five(5)feet of even width along and contiguous with the West side of the following described line:
A part of the vacated Main Street,a part of vacated Chestnut Street,and a part of Nathan Jones First Addition,all
in the West Half of the Southeast Quarter of Section 27,Township 7 North,Range 4 East of the Fourth Principal
Meridian,Fulton County,Illinois,more particularly described as follows and bearings are for descriptive purposes
only:
Commencing at the Northwest corner of Lot 95 in the Original Town,now city of Canton;thence along the West
line of said Lot 95 bearing South00 degrees 32 minutes 47 seconds West,a distance of 108.94 feet to the North line
of the Fulton Square building;thence along said North line bearing North 89 degrees 45 minutes 43 seconds west,
a distance of 2.08 feet to the Northwest corner of said Fulton Square building and to the Point of Beginning of the
West line of the Fulton Square Building to be described:From the Point of Beginning, thence along the `Vest line
of said Fulton Square Building bearing South 00 degrees 09 minutes 28 seconds West,a distance of 361.95 feet to
the Southwest corner of said Fulton Square building and the Point of Termination of the West line of the building
on property previously owned by Fulton Square Corporation,an Illinois not-for-profit corporation.
Page 15 of 15
EXHIBIT 5
PRIVATE REDEVELOPMENT PROJECT
REQUEST FOR VERIFICATION OF ELIGIBLE PROJECT COSTS
Requisition No.
Developer/Requestor name: Date submitted: / /20
Developer/Requestor mailing address:
Developer daytime phone: Email address:
This request for verification of eligible project costs relate to a written Redevelopment Agreement approved on
/ /20 by and between and
(Municipality) (Developer)
Project Name and Site Address:
Property PIN(s)as found on most recent real estate tax bill:
❑ Applicable Tax Increment Financing (TIF) District Name:
❑ Applicable Business Development District(BDD) Name:
This form is a request by the Developer to the Municipality for verification of eligible project costs which may be relied
upon by the Municipality in advance of future disbursements of funds,if any are payable,from the Special Tax Allocation
Fund(s) pursuant to the above referenced Redevelopment Agreement and applicable laws and statutes. The terms
used herein shall have the same meanings as those terms in the Redevelopment Agreement.
List of Project Costs Incurred Pursuant to the Redevelopment Agreement and Paid by the Developer for which Verification
of Eligibility is Hereby Requested:
Proof of
Invoice(s) Payment
Description Amount Paid Attached Attached'
$ ❑ ❑
$ ❑ ❑
$ ❑ ❑
$ ❑ ❑
$ ❑ ❑
$ ❑ ❑
$ ❑ ❑
$ ❑ ❑
Total Amount Requested for Verification of Eligible Costs: $
The undersigned hereby certifies and swears under oath that the following statements are true and correct:
1. the items herein provided as the "List of Project Costs Incurred Pursuant to the Redevelopment Agreement
and Paid by the Developer for which Verification of Eligibility is Hereby Requested"were incurred and/or
financed by the Developer as deemed necessary and in furtherance of the Project,and such materials and or
Proof of payment may include: bills,statements,invoices and/or waivers of lien marked as paid,signed,and dated by suppliers,
contractors,or professionals;processed/cancelled check or bank draft payments(i.e.,photocopies of both sides of check);or other
proofs payment for costs as may be requested by the Municipality. This information is to be attached to this form and available for
review when submitted.
Page 21
services for which said costs were incurred have been applied to the Project in accordance with applicable
City Codes and requirements of the Redevelopment Agreement, including Exhibits and amendments, if any,
attached thereto; and
2. the Project Casts for which amounts are herein requested for verification of eligibility represent proper
redevelopment project costs as identified in the."Limitation of Incentives to Developer' described in the
Redevelopment Agreement, are not duplicated from any previous Request for Verification of Eligible Project
Costs, have been properly recorded on the Developer's books, are set forth herein with invoices and proof of
payment attached for all sums for which reimbursement is requested; and
3. the amounts requested and set forth herein are not greater than those necessary to meet obligations due and
payable or to reimburse the Developer for its funds actually paid or advanced for such redevelopment project
costs; and
4. the Developer is not in default per the terms of the Redevelopment Agreement, and nothing has occurred to
the knowledge of the Developer that would prevent the performance or fulfillment of its obligations under the
Redevelopment Agreement.
The undersigned hereby certifies and warrants he/she is of legal age and that to the best of his/her knowledge the information
contained in and attached to this Request for Verification of Eligible Project Costs is true, correct, and complete and
furthermore agrees to the statements and representations provided herein. 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.
BY: DATE: / /20
Developer/Requestor Signature
Print Developer/Requestor Name:
STATE OF ILLINOIS )
)SS
COUNTY OF )
I,the undersigned Notary Public,do hereby affirm that personally appeared before me on the day of
,20 ,and signed the above statement as a free and voluntary act and deed.
Notary Public
Date of Commission Expiry: / /2C
Revised 11/12/2024
THIS SECTION FOR MUNICIPAL USE
❑ Request reviewed by TIF/BDD Administrator for the Municipality: Date:
(name and title)
❑ Request approved by authorized municipal official: Date: / /20_
(name and title)
❑ Project reviewed/inspected by authorized municipal official: Date:
(name and title)
❑ Project completed pursuant to Municipal Code Requirements.
❑ Project not completed pursuant to Municipal Code Requirements per attached report of authorized municipal official.
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