HomeMy WebLinkAboutOrdinance #4489 - Authorizing the Execution of a Professional Services Agree Agreement (2nd Amendment to Canton BDD) with Jacob & Klein, LTD., and The Economic Development Group, LTD 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
5TH DAY OF AUGUST, 2025 ADOPTED ORDINANCE NO. 4489, A TRUE AND CORRECT
COPY OF WHICH IS CONTAINED IN THIS PAMPHLET.
GIVEN UNDER MY HAND AND SEAL THIS 5th DAY OF AUGUST,2025.
(SEAL)
DREA S TH-WALTERS
CITY CLERK
CITY OF CANTON, ILLINOIS
ORDINANCE NO. 4 4 8 9
AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A
PROFESSIONAL SERVICES AGREE AGREEMENT
for the
SECOND AMENDMENT TO
CANTON BUSINESS DEVELOPMENT DISTRICT NO. 1
by and between the
CITY OF CANTON,FULTON COUNTY, ILLINOIS
and
JACOB &KLEIN,LTD.
and
THE ECONOMIC DEVELOPMENT GROUP,LTD.
PASSED BY THE CITY COUNCIL
OF THE CITY OF CANTON,FULTON COUNTY,ILLINOIS,
ON THE 5T'-' DAY OF AUGUST, 2025.
PUBLISHED IN PAMPHLET FORM BY AUTHORITY OF THE CITY
COUNCIL OF THE CITY OF CANTON,FULTON COUNTY,ILLINOIS,
THIS 5TH DAY OF AUGUST, 2025.
EFFECTIVE:AUGUST 5, 2025
ORDINANCE NO. 4489
CITY OF CANTON, ILLINOIS
AN ORDINANCE APPROVING AND AUTHORIZING
THE EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT
for the
SECOND AMENDMENT TO
CANTON BUSINESS DEVELOPMENT DISTRICT NO. 1
by and between the
CITY OF CANTON, FULTON COUNTY, ILLINOIS
and
JACOB & KLEIN, LTD.
and
THE ECONOMIC DEVELOPMENT GROUP,LTD.
ADOPTED BY THE MAYOR AND CITY COUNCIL
OF THE CITY OF CANTON,FULTON COUNTY,ILLINOIS,
ON THE 5T11 DAY OF AUGUST, 2025.
ii
ORDINANCE NO. 4 4 8 9
CITY OF CANTON, ILLINOIS
AN ORDINANCE APPROVING AND AUTHORIZING
THE EXECUTION OF A PROFESSIONAL SERVICES AGREEMENT
for the
SECOND AMENDMENT TO
CANTON BUSINESS DEVELOPMENT DISTRICT NO. 1
by and between the
CITY OF CANTON,FULTON COUNTY, ILLINOIS
and
JACOB &KLEIN,LTD.
and
THE ECONOMIC DEVELOPMENT GROUP,LTD.
PREAMBLE
WHEREAS, the City of Canton, Fulton County, Illinois, an Illinois Municipal Corporation
(the "City) wishes to amend an existing Business Development District pursuant to the Business
District Development and Redevelopment Act (65 ILCS 5/11-74.3-1 et. seq., the "Act") for the
purpose of expanding the redevelopment project area;and
WHEREAS, the City desires to engage the professional services of Jacob & Klein, Ltd. to
render administrative services and legal advice and The Economic Development Group, Ltd. to
render technical advice to assist the City with completing the Second Amendment to Canton
Business Development District No. 1 (the "BDD" or`BDD No. 1").
NOW THEREFORE, BE IT ORDAINED BY THE MAYOR AND THE CITY
COUNCIL OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS THAT:
1. The Professional Services Agreement by and between the City of Canton,Jacob &Klein,Ltd.
and The Economic Development Group,Ltd. (Exhibit A attached) is hereby approved.
2. The Mayor is hereby authorized and directed to enter into and execute on behalf of the City
said Professional Services Agreement and the City Clerk of the City of Canton is hereby
authorized and directed to attest such execution.
3. The Professional Services Agreement shall be effective on the date of its approval, on the 5`'
day of August, 2025.
4. This Ordinance shall be in full force and effect from and after its passage and approval as
required by law.
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PASSED, APPROVED AND ADOPTED by the Mayor and City Council of the City of
Canton, Fulton County, Illinois, this 5`h day of August, 2025.
CORPORATE AUTHORITIES AYES NAYS ABSTAIN ABSENT
Dave Pickel X
Andra Chamberlain X
Patrick Ketcham X
Ralph Grimm X
Greg Gossett X
Justin Nelson
John Lovell X
Angela Hale X
Kent McDowell, Mayor X
TOTALS: 8
APPROVE:
4.,�:t,g,, W"- � Date: 13 /2025
Kent McDowell,Mayor
ATTEST:
A /� — Date: / /2025
In4drea Walters-Smith, City Clerk
EXHIBITA is attached: Professional Services Agreement by and between the City of Canton,
Fulton County, Illinois and Jacob &Klein,Ltd. and The Economic Development Group,Ltd.
iv
EXHIBIT A
Professional Services Agreement
by and between
The City of Canton, Fulton County, Illinois
and
Jacob & Klein, Ltd.
and
The Economic Development Group, Ltd.
v
PROFESSIONAL SERVICES AGREEMENT
for the
SECOND AMENDMENT TO
CANTON BUSINESS DEVELOPMENT DISTRICT NO. 1
by and between the
CITY OF CANTON, FULTON COUNTY, ILLINOIS
and
JACOB & KLEIN, LTD.
and
THE ECONOMIC DEVELOPMENT GROUP, LTD.
AUGUST 5, 2025
Professional Services Agreement—Second Amendment to Canton BDD No. 1
PROFESSIONAL SERVICES AGREEMENT
for the
SECOND AMENDMENT TO
CANTON BUSINESS DEVELOPMENT DISTRICT NO. 1
by and between the
CITY OF CANTON, FULTON COUNTY, ILLINOIS
and
JACOB & KLEIN, LTD.
and
THE ECONOMIC DEVELOPMENT GROUP, LTD.
THIS AGREEMENT is entered into this 5`'day of August,2025,by and between the CITY
OF CANTON, ILLINOIS, an Illinois Municipal Corporation ( the "City"); and JACOB &
KLEIN, LTD., Bloomington, Illinois, an Illinois Professional Service Corporation ("J&K"); and
THE ECONOMIC DEVELOPMENT GROUP, LTD., Bloomington, Illinois, and Illinois
Corporation ("EDG"). The City,J&K and EDG may hereinafter be referred to as the "Parties" to
this Agreement.
PREAMBLE
WHEREAS, on March 15, 2022, the City approved Ordinance No. 4281 and established
Canton Business Development District No. 1 (the`BDD") within the City of Canton pursuant to
the Business District Development and Redevelopment Act(65 ILCS 5/11-74.3-1 et. seq.) (the"Act");
and
WHEREAS, on September 20, 2022, the City approved Ordinance No. 4307 to thereby
approve the First Amendment to Canton Business Development District No. 1 (the "BDD")
within the City of Canton pursuant to the Business District Development and Redevelopment Act
(65 ILCS 5/11-74.3-1 et. seq.) (the "Act"); and
WHEREAS,on October 25,2022, the City approved Ordinance No. 4315 to thereby further
ratify Ordinance No. 4307 as related to the First Amendment to Canton Business Development
District No.1(the`BDD")within the City of Canton pursuant to the Business District Development
and Redevelopment Act (65 ILCS 5/11-74.3-1 et. seq.) (the "Act"); and
WHEREAS, the City now wishes to again amend the BDD to expand the redevelopment
project area, as well as update and add projects and related project costs; and
WHEREAS, the City desires to engage the professional services of Jacob & Klein, Ltd. to
render administrative services and legal advice and The Economic Development Group, Ltd. to
render technical advice to assist the City with completing the Second Amendment to Canton
Business Development District No. 1 (the `BDD" or "Canton BDD No. 1"); and
WHEREAS, the Parties acknowledge that for scheduling and cost-containment purposes,
this Agreement shall be null and void unless approved and executed on or before February 1, 2022.
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Professional Services Agreement—Second Amendment to Canton BDD No. 1
NOW,THEREFORE, the Parties agree as follows:
1. City to Engage T&K and EDG. The City agrees hereby to engage the services of J&K and
EDG for the purposes set forth herein and J&K agrees to provide all legal advice to EDG
and the City to prepare or coordinate the preparation of Reports, the BDD Redevelopment
Plan, Notices and Documentation (including those reports prepared by other professionals)
necessary to complete the Second Amendment to the BDD Plan, Area and Projects as
required pursuant to State Statutes and as outlined in Exhibit L Professional Services
Relating to the Second Amendment to the BDD.
a. The Parties agree that J&K, as Attorneys, will undertake those responsibilities that
require legal advice or preparation under this Agreement on behalf of the Village or
EDG. EDG is a separate corporate entity that is owned by Herbert J. Klein. Mr.
Klein is also the owner of Jacob &Klein,Ltd. Q&K). The Village is entering into this
Agreement voluntarily and with informed consent after the opportunity to consult
with independent counsel as to the ownership of both entities by Herbert J. Klein.
b. J&K may, in addition, be retained by the City as its special attorney to perform other
professional services outside the Scope of Services set forth herein, including
representation of the City before State agencies or the Illinois Legislature. Such
representation shall be at the Attorney's then current hourly rate for similar services
or as otherwise agreed. Any such representation shall be pursuant to a written
agreement between the Parties.
i. Legal services provided by J&K and/or consulting services provided by EDG
relating to financing,including the issuance of Bonds involving the BDD,will
be billed separately from this Agreement and subject to the terms of any
agreements related to such financing or Bonds.
ii. If retained as a Registered Municipal Advisor through a separate Letter of
Engagement, EDG will analyze the potential use of BDD Revenue Bonds,
Developer Notes and other financing alternatives, as well as arrange for Bond
Counsel when required by the City.
iii. This Agreement does not include representation in any Court case resulting
from the establishment of the BDD Redevelopment Plan,Area or Projects or
the Annual Administration of the BDD.
c. The total Fees and Reimbursable Costs to be paid hereunder by the City to J&K and
EDG,when billed by each of the separate entities,will not be duplicated and will not
exceed the total Fees and Reimbursable Costs provided for herein.
d. The Parties agree that pursuant to the Act, all Professional Fees and related Costs
incurred by the City for Establishing, Amending, and Annually Administering the
BDD are BDD eligible project costs and are fully reimbursable to the City from the
BDD sales tax revenues generated by the BDD.
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Professional Services Agreement—Second Amendment to Canton BDD No. I
e. The City hereby acknowledges that J&K and EDG are not responsible for monitoring
and documenting matters relating to compliance with the Illinois Prevailing Wage Act,
the Illinois Procurement Code, and any other wage and/or employment laws, to the
extent such are applicable to any public or private project undertaken within the BDD
Redevelopment Project Area or the Area as may be amended.
2. Scope of Professional Services.
a. Services. J&K and EDG will provide services as outlined in Exhibit"1"to assist the
City with completing the Second Amendment to the BDD.
b. Term. This Professional Services Agreement for the Second Amendment to the BDD
shall commence immediately and shall continue until the presentation of the
appropriate ordinances to the City Council for the Second Amendment to the BDD.
It is anticipated that the BDD will be amended on or before September 16, 2025,
barring scheduhnLy conflicts or other unexpected complications.
c. Payment of Fees and Reimbursable Costs. The total Base Professional Fee to be
paid to J&K and EDG for assistance with completing the Second Amendment to the
BDD shall be Fifteen Thousand and 00/100 Dollars ($15,000.00), plus
Reimbursable Costs, and are to be paid by the City as follows:
i. J&K and EDG shall be paid a total sum of Seven Thousand Five Hundred
and 00/100 Dollars ($7,500.00) within ten (10) days upon execution of this
Agreement.
ii. The balance of the Fee, Seven Thousand Five Hundred and 00/100
Dollars ($7,500.00), and Reimbursable Costs incurred to date shall be paid
when the final Ordinances for the Second Amendment to the BDD are
presented to the City Council for passage.
iii. All Reimbursable Costs incurred by J&K and EDG as part of the Second
Amendment to the BDD shall be reimbursed to J&K and EDG by the City,
including all reasonable travel and subsistence expenses while away from
Bloomington or Peru, Illinois, all photocopying, report binding, mailings,
postage, and staff costs. For purposes of this Agreement, staff costs do not
include the time of Attorneys Nic Nelson or Herb Klein Q&K), or the time of
Steven Kline or Gwen Crawford (EDG) while performing said Professional
Services described in Exhibit "1"subject to the following conditions:
1. All travel will be reimbursed for mileage at the maximum rate
permitted by Internal Revenue Service Rules and Regulations at the
time of service. All other costs which are incidental to the
establishment of the BDD, including staff costs, photocopying and
report binding, mailings, postage, and telecommunication charges,
shall be reimbursed at the current rates then charged by J&K and
EDG.
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Professional Services Agreement—Second Amendment to Canton BDD No. 1
2. The total Reimbursable Costs incurred by J&K and EDG as shall relate
to completion of the Second Amendment to the BDD (other than
costs incurred by the City from the City Engineer, notices and
publications) shall not exceed Two Thousand Five Hundred and
00/100 Dollars ($2,500.00) without the consent of the Mayor in
advance of such additional services being performed.
iv. The City understands and acknowledges that J&K and EDG will rely on the
work of other professionals, including the City's Engineer and Attorney, to
prepare reports and documentation needed for the Second Amendment to the
BDD Redevelopment Plan, Projects and Reports and other necessary
documents; and that J&K and EDG shall rely on their professional expertise
to prepare the BDD Redevelopment Plan and present material and
information necessary to the Second Amendment to the BDD. The City
further understands that it may directly incur additional fees and costs for the
Second Amendment to the BDD which may result from the involvement of
other (i.e., non J&K/EDG) professionals.
3. Annual Administration of the BDD. The Annual Administrative Fees and Costs for the
BDD as Amended by the Second Amendment to the BDD shall continue as set forth in the
Professional Services approved on February 1, 2022,by Ordinance No. 4272 by and between
the City and Jacob &Klein,Ltd. and the Economic Development Group,Ltd.
4. Drafting Ambiguities. The Parties agree that they are aware that they have the right to be
advised by counsel with respect to the negotiations, terms and conditions of this Agreement,
and the decision of whether, or not, to seek advice of counsel with respect to the Agreement
is a decision which is the sole responsibility of each Party. This Agreement shall not be
construed in favor of or against either Party by reason of the extent to which each Party
participated in the drafting of this Agreement. 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.
5. 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.
6. Amendments to this Agreement. J&K/EDG and the City agree that they will, from time
to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, such supplements hereto and such further instruments as may be reasonably
required by the Parties hereto for carrying out the intention of or facilitating the performance
of this Agreement. The Parties hereto may therefore amend this Agreement at any time by
their mutual consent which amendment must be in writing and executed by the Parties.
7. Entire Agreement. The Terms and Conditions set forth in this Agreement supersede all
prior oral and written understanding and constitute the entire Agreement between the Parties
with respect to the subject matter hereof.
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Professional Seruices Agreement—SecondAmendment to Canton BDD No. 1
8. Binding Upon Successors in Interest. This Agreement shall be binding upon all the Parties
hereto and their respective heirs, successors, administrators, assigns, or other successors in
interest.
9. Notices. Notices or demands hereunder shall be in writing and shall be served by(a)personal
delivery, or (b) certified mail,return receipt requested to the following addresses,or to the last
known address of either party or to the address provided by any assignee if such address has
been given in writing. In the event said notice is mailed, the date of service of such notice shall
be deemed to be three (3) business days after the date of delivery of said notice to the United
States Post Office.
City of Canton Jacob &Klein,Ltd. and
`/o City Clerk The Economic Development Group,Ltd.
2 N. Main St. 1701 Clearwater Avenue
Canton, IL 61520 Bloomington, IL 61704
Ph: (309) 647-0020 Ph: (309) 664-7777
10. Severability. If any provision of this Agreement is held to be invalid, the remainder of this
Agreement shall not be affected thereby.
11. 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 McLean County,
Illinois.
12. Warranty of Signatories. The signatories of this Agreement warrant that they have full
authority to execute this Agreement and to bind the entity for which they are signing and agree
to hold the other Party or Parties hereto harmless if it is later determined that such authority
does not exist.
13. 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.
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Professional SenicesAgmement—SecondAmendment to Canton BDD No. I
IN WITNESS WHEREOF,the City,J&K,and EDG have executed this Professional Services
Agreement on the day and year above written.
THE CITY OF CANTON, an Illinois JACOB & KLEIN, LTD., an Illinois
Municipal Corporation: Professional Service Corporation:
By �.V'` By:
De4nt McDoxvel , \layor 4ideAl�q
nt
THE ECONOMIC DEVELOPMENT
GROUP,LTD.,an Illinois Corporation:
Attest: By:4Presi
-
ndrea Walters-Smith,City Clerk
�TT.1CH;�IENT:
EXHMrr 1. pROFESSIONAL SERVICES FOR SECOND AIN ENDMENT TO THE BDD
7
Professional Services Agreement—Second Amendment to Canton BDD No. I
EXHIBIT 1
PROFESSIONAL SERVICES FOR SECOND AMENDMENT TO THE BDD
Services to be provided to the City by J&K and EDG relating to the Second Amendment to Canton Business
Development District No. 1 are set forth as follows:
1. Prepare an estimated timeline for the Second Amendment to the BDD continue to provide on-call
legal and consulting services on matters relating to the amended BDD as needed.
2. Assist the City with determining the area proposed to be designated as the amended business district
as a contiguous area which includes only parcels of real property directly and substantially benefitted
by the proposed business district development and redevelopment plan as amended.
3. Prepare all required studies and reports to amend the BDD, the scope of which will include field
surveys and studies in sufficient detail for the City make a formal finding that the business district as
to be amended is a"blighted area" as that term is defined by the Act; and that the business district on
the whole has not been subject to growth and development through investment by private enterprises
or would not reasonably be anticipated to be developed or redeveloped without the adoption of the
business district development or redevelopment plan.
4. Assist the City with the preparation of an Amended BDD Redevelopment Plan which sets forth the
following:
a. A specific description of the proposed amended boundaries of the district, including a map
illustrating the boundaries, and each address in the business district in such a way that the
Department of Revenue can determine by its address whether a business is located in the
business district;
b. A general description of each project proposed to be undertaken over the life of the business
district that is to be located within the business district, including a description of the
approximate location of each project;
c. The estimated business district project costs as amended and the anticipated source of funds
to pay business district redevelopment project costs;
d. The anticipated type(s) and terms of any obligations that could be issued; and
e. The rate of any tax to be imposed pursuant to the Act and the period of time for which the
tax shall be imposed.
S. Assist the City with preparing requisite publications and notices as well as conduct and moderate a
Public Hearing,for which Notice is published at least twice in a newspaper of general circulation within
the City.
6. Prepare and present to the City Council of the City of Canton the required Ordinances or Resolutions
for amending the BDD and approving the Second Amendment to the City of Canton Business
Development District No. 1 Plan,Project and Area.
7. Provide on-call legal and consulting services on matters relating to the amended BDD as needed.
8