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HomeMy WebLinkAboutOrdinance #2027 ORDINANCE NO. 2027 AN ORDINANCE APPROVING AND AUTHORIZING THE EXECUTION OF A TIF DISTRICT PREDEVELOPMENT AGREEMENT by and between THE CITY OF CANTON, FULTON COUNTY, ILLINOIS and CANTON HARVESTER INN, LLC PREAMBLE WHEREAS, the City of Canton, Fulton County, Illinois ("the City") proposes to establish a Tax Increment Finance District that will be known as the Canton 2-Route 9/Chestnut Street redevelopment project area pursuant to the Tax Allocation Redevelopment Act (the "Act"), 65 ILCS 5/11-74.4-1 etseq.; and WHEREAS, pursuant to the Act, the City will have the authority to provide incentives to owners or prospective owners of real property to acquire, develop, and/or improve such property by reimbursing such owners for certain costs incurred in connection with the acquisition, development and/or improvements from increases in real estate tax revenues ("real estate tax increment") resulting therefrom or from other City revenues to the extent specified and agreed herein; and WHEREAS, the City has determined that the TIF Predevelopment Agreement attached hereto as Exhibit A 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 THAT: l. The TIF Predevelopment Agreement hereto attached as Exhibit A by and between the City of Canton, Fulton County, Illinois and Canton Harvester Inn, LLC is hereby approved. 2. The Mayor is hereby authorized and directed to enter into and execute on behalf of the City said Predevelopment Agreement, and the City Clerk of the City of Canton is hereby authorized and directed to attest such execution. 3. The TIF Predevelopment Agreement shall be effective the date of its execution by all necessary signatories. 4. This Ordinance shall be in full force and effect from and after its passage, publication, and approval as required by law. PASSED, APPROVED, AND ADOPTED by the Mayor and City Council of the City of Canton this 1 day of March 2011 AYES: Aldermen West, Sarff, Reed, Hartford, Pickel, Rivero, Ellis NAYS: ABSENT: Alderman Schenck APPROVED: ~ G / ~ . ~ Z~ - Kevin R. Meade, Mayor ~TT~~':. . " ucker, City Clerk ~TNAT,2-fS-1! T,A~ INCREMEI~T FINANCING DISTRICT ~ PRE~-DEVEL()PMENT AGREE;MEI~tT by and bet~ween CITY OF CANT4N, FUL'~['QN G4UN~'Y, ILLINUIS and CANTUN HARYES~ER INN, LLC, an Indiana Uanited liability campany CA~1TON 2-~tT. 9ICHESTNUT 'ST. Ti~"' DISTR~CT {PROPUSED) Fe~raary 15, 201X PRE-DEVELOPMENT AGREEMEN~" ~ CITY OF CANTUN And CANTUN HARVESTER IIYN, LLC CANTON 2- RT. 9/CIiESTNUT ST.'TI~' DISTRICT {~'roposedj THIS AGREEI~~IENT (including F.~chibits} is entered iz~to this I Sth day of February, 2011, by and between the City of Cantan ("City"~, an Illinois Municipal Corporation, Ft~l.ton ~ou~nty, anci Canton Harvester Inn, LLG, an Indian~ lirnitecl liabilzty cdmpany, au#horized to transacl business in Illinois {°°Develaper"). PREAlVII3LE WAEREAS, the City has the authority ta pramote the health, safety and welfare of the City and its citizens, and ta prevent the spre~d of blight and deteriaration and inadequate pubiic facilities, including samitary sewer, by promoting the devels~pment of private investment in ~he mazketabiiity of property thereby increasing the tax base af the City and providin~ employxn~nt for its ci~izens; ~nnd "t~IEREAS, pursuant to the Tax Increment Allocatian I~.edevelopment Act, 65 ILCa Sf l l- 74.4 et seq., as amended (t~e "Act"}, the City has the autliority ta provide zucen~ves to owners or prospective owners afreal prc~periyto acquire, xedeveiop, r~habilitate ancUorupgrade such property by reimbursing s~ch owner{s) fflr certain costs incurred in connection with the acquisition, redeveiapment, rehab and/or upgrades from increases in reai estate tax xevenues ("Tax Increment") resuli~ng therefrom r~r fmm other City revenues to the exient speoified and agreed h~in; and VY.E~REAS, recognizi~g the need to foster the development, expansion and revitaliza#ion af certain properties which are vacant, c~nderutilized or obsolete or a cvmbinatian thereof, #he City has undertalcen th.e establishrnent ofth~ Canton 2- R~.9lCbestaut St. TI~ Distxict (a/k/a and hereinai~ex xeferred tv as the "~.edevelopmezzt Fraj ect Axea"), pursuant to the Act, and intends to approve a Tau~ Incrernent Fin~ncing Plan ~nd Projects, designate a Redevelopment Prc~ject Area, and adopted a Ta~c 2 Increment Financing a11 by Ordinance; and W~I2EAS, previously the City adnpted a Resolutian of Indttcement {Resaluiion Na. 394Q}, on October S, 2410 2010, in which it expressed its intentions to enter into a Redevelopment Agreement with CGI Real Est~.te Holdings, LLC, an Illinois linnited tiability campany, which has assigned its :t~gh~.s thereunder to Can.#an Harvester Inn, LLC, (the "Developer"}; arfd VVHEREAS, ane such property in #he propose~t Redevelopment P`roject Area cr~nsists of prop~rty nwned by the City, which property is located at Main antl Locust Stz~eets, Cantan, Illinrsis {the "Property") and legally described on Exhi.bit "A°, attached h~reto; and WHEREAS, the City is under con~ract to sell the Property to the Developer immeciiately upon complet~on af this Agr~ement, subj ect to ttze terms af a stand alone Purchase Contrr~ct executed on or ab~ut July 21, 20 i 0; anc~ WHEREAS, the Develaper will acquire and intends #o complete improvements to the Prnperty #o provide for the operatian of a hotel on a~ad fram the Praperiy ~the "Use'°} and camplete certai.n izupravements ta ihe Pro~ertSr (the "Developer's R~develapment Project"~> such _ improvernent~ made condition~t upan the City using its best eff~rts to estabiish the TIF District and , making available eertain TiF incentives; and WHEREAS, it is the intent of the City to encaurage econvmie development which will inerease the real estate tax base ofthe City, which increased ta7c bas~ will be useci, in part, to finance incentives to assist develapment within the Redevelopment Project Area; and 'WHE1tEAS, the Develaper's Redevelopment Project is consistent with the proposed Canton 2- R~9IChestnu# St. TTF Re~evelapment Plan and Proj ects for the IZe~levelopment Project A~a (the iiRedeve~opm~rzt P~an") and further ~cqnforms to the current land uses af the ~i~ty as vfthe date of this Agreement; and WHEREAS, pwrsuant to Sectian 5/I ~-74,4-4 (6} of the Act, t~e City may make and enter into all eontra.cts with pro~erty owners, develapers, tenants, ovexlapping ta7cing bodies, and others necessary or incidental to the implementation and furlherance af the RetieveiQpment Praject A~ea; and WI3ERFA5, pursuant to Section 5111-74.4-4 (j) of the Act, the City may incur groject 3 redevelapment costs and reimburse developezs who incur redevelc~gment p~•oj ect cnsts auChorized by a redev~loprnent agr~ernent and ft~rther defined iz~ Sectzon 5/11-74.4-3 tq} of the Act, includingtIz+use Estimated TIF Eligible Project Costs as herein listed in the attached Exhibit "B" of this Redevelvpment Agreement; and W.~iEREAS, the Deveinper as a candition to acquiring and perfo~rming those certain prapertY impxavernents to the Properiy that are contemplated in conneetion with the Developer's Redevelopment Pra~ect, required that inceatives for the Developer's Redevelopment Project be provided by the City; and W.HEREAS, the City determined t~at the I~eveloper's Redevelopment Project required the • incentives set farth herein and the I)evelnper°s Redevelopment Projecf ~vill, as a part af the Redev~lopment Project Area, px~mote the health, safety and welfare of tb.e ~City and its ciiizens by ~ attracting private investment to prevent blight and deteri.oration and to provide emplayment for its ~ citizens and generally to enhance the ecanomy of fhe City; and WHEREAS, the parties have agreed ta reimburse to Developer a swn not t~ exceec~. Tw4 Hundred Fifty Thausand and qQfit~U T7~ollars ($25~7,Ot}O.U4j subject to tbe tenns st~ted hez~ein from that cer~ain fund created b~ the City ~uxsuant to the Act (hereinafter the "Special T~ ,Allocation Fund"~ of the DeveIoper's Estimat~d TTF Eligil~le Project Costs as identified on Exhibit "B" attached hereto; arrd WHE~tEA~, in consideration ofths e~ecutian af this Agreemen#, the Developerwill, subject to the terrns of this Agreement, complete #he Project far the LTse; and W~iEREAS, this Agreement has been suhmitted to the Mayar and City Cau~cil of the City (c~llecti~vely, th.e "Ct~rp~raie Authorities"} for cansideration and review, the Carpara~e Authorities have taken all actions required tv be taken prior ta the executian of this Agreement in arder to make ~ the same binding upon #he City acc,Qrdin.g to the terms hereef, and an.y and al~ actions of the Carporate Autharities ofthe Czty precedent to the executian c~f this Agreement have been ezndertaken and performed in the manner re,quired by law; and WHE~AS, this Agreement is contingent npon the adc?ption by th~ City of Cantc~n ordinanees appxaving the TIF Redevelvpment Plan and Projects, designation ~f a Redevelopment 4 Area, and acic~ption of Tax Increznent ~inancing. 1'+1~0~'4', THEREFORE, th~ Paa2ies, far goad and v~luable cansideratian, the receipt of whieh is acknowledged, agree as follaws: A. STt~TEMENTS AND INCENTIVES 1. The City represents that the matters set forth in the recitals abvve ar~ trt~e and correct and are incvrpcrratcd into this Agreement. 2. The paz~tti~s acknowledge and agree that (a) the Property is Iocated at 1Visin and Locust Street, Canton, Illinois, an.d has be~n assigned PTN Na(s).09-08-27-409-(!01 and 49•08-2'~-409-(~02; {b) the Developex will own th~ Praperiy and wsll irnprave the property based on the e~cpectatian of the availability of T1F ineemives provided by the City; (c) the Developer requested thai TIF incentives for the Redevelopment Froject be pmvided by the City from incremental increases in real estate taaces of the City gen~rated from the Redevelopment Project, and the Giky has agreed to such TIF incentives; (d) the City has agreed to reimburse the ~eveloper a sum not ta ~cceed $25fl,Ot10 A4 from the Special Ta7t Allocatio~z Fund for Derreloper's Estirnated TIF E~i~ble P%~ec#s Casts and (e) the Developer will use good faith effarts, subject to Farce 1Viajuere, to complete the Deveioper's Redevelopment Praject sa that ~he Deveioger's Redevelopment Project can be used for the Use. 3. ~1ny ter~ts which are not defined in this Agreem~nt s~a11 have the same m~aning as they do in the Act, unless indicated to the contrary. Provided that the terms of this Agreement are mat~rially complietl with, the City agrees ta reimburse Develaper ~or Developer's Estimated TIF Eligible Praject Costs as more specificaliy set forih in t~is Agreement based upon the Develaper's representations herein and completian of the Develaper's Redevelapment Project as set forth in this A~reement. 5. Eack~ of the parties repzesents t~at it has #aken aiI actions necessary to anthorize its representatives to execute #his AgreF:ment. B. A.DUPTION OF TAX INCREN~ENT FYNANCING 5 The City has began creation of a Tax Increment Financing Di~trict knflwn as the "Canton 2- Rt.9/Chesfinut S~. '~'I~' Dis~rict" whic~i is to include the Property, and will approve certain Redevelopment Pro~ect Costs, including thase set forFh in Exhi.bit "B", for the D~veloper's Redevelopment ~'raject, Upon establishment, the City agrees fhat it will not revoke ar amend the Redevsiopment Projec~t Area or any of the ordina~ces adopted by the ~ity relating to the Redeveiopment Project Area, the Developer's Redevelopment Praject or this Agxeement if such revocatian or amendrnent would prevent or materially impair the develapment of the Develop~r's R.edeveiapment Proj~t by Develaper or interfere with the reimburserr~ent by the City af the Developer's Estiinated TLF Eligib~e Praject Costs in aceardance with this Agreement. C. INCEN`~'IVES In con~ideratian f4r the Developer having purchased the Property az~d in at~.ticipatiQn of completion of the Developer's Redevelopment Prajec~, the City agrees ta e~ctend to Develaper the following incent~ves ta assist Developer's carnpletian nf the Developer's T~edeve~opm~nt Project: 1. Fi.fty percent (50%} of the net incremental increases in real estate t~xes generated over ~ the Base Y~ar (as defined belr~w) amoutit by fhe Develnper's Redevelapment Proj~t during the remaining li£e of #he Redevelopm~nt Praject Area, including any legi,slative extensic~ns, or upon Developer abtaining the maximum reimbursement amount of$2SO,OU0.4U as set forth in E~hibit B, whichever accurs firsf, ~or the reimbursement of the Develc~per's EsEidmatec~ EligibLe Fraject Cc>sts, as specified o~ ~xhibit "B". The Developez's share af the real estate tax increment shall be allocated to, and when callected shall be paid to, the City Treasarer for deposit in a separate aecuunt within the Specia.i Taat ~.llocation Fu.rid for #he Canton 2- Rt.9lChesm.ut St. TIF l~istrict desi~nated as "Devetoper's Special Account" ("Special Account"). All manies deposited in the Special Account shall be used exclusively bq #he City fbr the purpases set forth in this Agreement. 2. "Net Incxement" is tiefined as increases in annual real estate tax increa~eztt derive+d from the Develnper's Redevelapment Project as deseribed in Section C.1. above a~fter payment for a proportiona#e amount of adnunistrative fees and costs and payments pursuant to Intergo~'ernmental A~reemen#s, if any. 6 3. No~withstanding anything contained herein to the contrac"3'> ~Y Payment ta the D~veloger hereunder is can€ingent upon xi.o challenge to #he establishment or ~dministr~tion of the TIF District being pending. If the TIF District is not established on or before April l, 2411, then this Agreement sha11 be nuil and vait~ without further action nf either party. If a ehallenge is pending, then ~ity has the right ta witi~hold payment until such time as such challenge xs resolved to the satisfaction o~ City. D. LIMITATIUN tJF INCENTIVES TU D~VELOP~R 1. The Developer shall not be entitled ta any other reimbursement by the City far ather Eligible Praject Costs beyond the maximum reimbursernent of $254,ooa.ao ~o~ n~~i~. 2. The City is not obligated to use any af its proportiQnate share (i.e., the balance of incrernent available after the reimbursement of Developer as required by the fernis stated herein) af the moaies for any o~Developer=s Eligible Pxoject Casls but, rather, the City slaall use its sums ~or any purpose undex the Act as it may in its sole discretion determine. E. PA,YMENT DF ELYG~LE PRUJECT CUS'TS 1. Payment to the Develuper for Eligible Project Costs as set f+~rth by t~e Act shall be made by a Requisition for Payment of Private Development RedevelQpment Cnsts {"~.~CILt1S1~1Q2147~ subrnitted fro~? time to time by Developer to tt~..e City's TIF Adminis~rator, J~acob & Klein, I.td., with a copy ta The Econornic Development Group, Ltd. (collectively the "Administrator"), and subject to the Administrator's approval of the costs. Developer may submit verificatian of oosts and request reambursemea~t at one time, or as Eligible Pmject Costs, as lis#eti an Exhibit "B", are incurred. 2. All Requisitiuns must he accompanied by verified bills or statements of suppliers, contraotors, oz professianals together wifih rnechanic's lien waivers {whethcr partial ar fi~ll} from ~ each of the parties entitled ta a pay~nent that is the subject of the Requisition as required by the City. 3. The Developer shall use such swns as reimbursement far eligible expenses only tc~ the extent permitted by Iaw and the Aet and may alloeate such funds for any purpose dt~ing the term of this Agreement ar the term af the Redevelapment Froject Area which~ver is longer. 7 4. The Administrator shalt approve or disapprove a Requisition ~y writtez~ receipt to the I?eveloper within thirty ~30~ business days after receipt of the Reqaisi~zon. Approval of th~ Requisition wi ll n~t be unreasona~ly witl~eld. Ifa Requisition is disapproved by the Adminis~ator, the xeasans for disappraval will be set forth in writing ar~d the Develc~per ma~ resubmit the Requisition wi#h such additional infornna#ion as imay be reasonably required and the sam~ proceciures ~ set forth h~ein s13all apply to such xe-submittals. 5. All Eligibie ProJect Cns#s appraved shall then he paid by the City from the Special Account ta the Develaper, or tcr ofhers as directed by Developer, pursuant to the Redevelopmeirt Pian and as allowed by Illinois law. City shall pay sueh approved eli~ib~e casts annually, provided the Developer has satisfied the terms ofthis Agreement and casts which exce~ci the amouEtt a~vailable to pay Developer sl~ll carry forwazd, untal paid, without further action of Developer. Payment stzall ~ made within thirry (3 0~ days after approval subject to the terms of this Agreement and after receipt of the increment genexated by Devela~per's Redevelapment ~'ro}eat from Fulton County. G. The Farties acka3owledge thafi the deternunation ofEligible Pm,j ect Cos~,s and, #herefore, qualification for reimbursement hereunder, are subject to changes ar znterpreta.tion made by amendments to the Act, administ~rative rules or judicial inferp7refation during the tez~n of #his Agre~men~ The City has no o~liga#ioz~ to the Developer to attempt to modify those decisions but will assist the Develvper in every respect as to obtaining approval of Eligi3~le Project Costs. 7. Eligible Project Gasts shall be broadly defined in the Redeveiopment Plan to include all costs defined 'un the Act as Redevelapment Praject Costs. 8. The Developer may submit fur priar approval by the City as cast eligi~Ie expenses under the Act estimat~s of costs hefare they are incurred subject to later confirmaiion by actual bills. F. VERIFICAT~QN OF TAX IN~`REMENT 1. It shail be the sale respansibility of the Dev~loper or its designee to prt?vide to,the City, as requested in vvriting, copies of all PAID real estate tax bil3s, aunually, for the Frnperty. 2. The fai~ure of Develaper to pra~vide any infc~rn~afron required he~rein after written notice frorn the City, and the cantinued failure to pravi.de such in formation within thirty (34j days after such 8 notice, sha[l be considered a materiai breach of this Agreemenfi and shall b~ cause for ~e City to deny paymen~s h~reunder to the Deveioper, which payments are conditianal upan recei~at af the foregoing informafiian. G. L~MITED USLI+GATION . The City's obligatian hereunder to gay Develaper for Eligible Praject Casts is a lunited obligafion to be paid solely from the Special Tax A.llocatian ~und. Said obligatian does not now and shalt never canstitute an indebtedness of the City within the meaning c~f any State t~f Il~inois constitutional or stai~atvry provision and shall not c4nstitute or give rise to a pecuniary liability of the City or a cliarge or 1`ren aga,i.~st the City's general credit or taxing power. I~. CITY PUB~.,IC PROJECTS The ~ity intends to use ~aart or all of ~e City's share of the Developer's RedeveIapment Project areal es#~te tax increme~t fox ather publie projects within tha Rec~ev~elopment Project Area or as otherwise allowed by law, T~e City sha11 be eligible for reimburs~ment ofthe costs ofdoing so, as well as ~th~r eiigible costs incurr~d by the City of the TIF Distric~. I. LINIITED LIABILITY OF CITY TO OTHERS FOR DEVELOPER'S EXPENSES There shall be na obligation by the City to make any payrrz~ents tv any p~rson ather than the Dcveloger, or its au~horized designee, nor shall the City be ob~igat.~d ta make direct p~yrnants to any ather cantractor, subcorctxactar, ine~chanic or materialman provirlin.g services ar rnaterials to Developer for the Proaect. J. COOPERATIUN OF THE PARTIES 1. The City and the DeveIoper agTee to cooperate ft~11y with each ather when requested to do so eoncerniqg the develapment of the Develaper's Redeveiapment Project. '~'his includes wi~Yioui limitation the City assistir~g ox sponsoring the Develaper, or agreeing ta jnintiy apply with the Devclopex, for any grant, award, subsic~y or additional fiuiding which may be a~aila6le from ather 9 govertuY~ental sources as the result of the 17eveloper's ar City's activities. This also includes without limitation t1~e DeveIoper assisting ar sgansc~ring the City, ar agreeing to jaintly a~piy with the Cit~r, far arry grant, award, ox subsidy r~hicfa may be available as the result af the City's 4r l3evel~per's activities. 2. The ~'arties agree t~ take such actions, including the execu~ion and d~lzvery of such dacunnents, instrtxz~.ents, petitions, and certifications (and, in the City's case, the adoptian of such ordinances and resolufions), as may be necsssary ar appropriate, frorn time to time, to c:arry out t~ie tezms, pzovisions, and inte~at of this Agr~ement and to aid and assist each ather in cazrying aut said terms, pxauisions, and intent. 3. The Pa~ties shall cooperate fully with eaab: other ia~ seeking from any or all appropriate governmentai bodies ail approvals (whether federal, state, county, or Iocal) required sar useful far the cc~nstruction or improvement ofproperty and facilities in and on the Property or for the pr€~visian of services to the Pro~erry, including, without limitation, wetland rnitigatir~n, gas, telephone, and electric utility s~rvices, roads, lughways, snd right~-af-tivay, water and sanitary sewage faciliiies, and storm watex disposal facilities. K. DEFAULT, CUTtE; R~MEDI.ES In #he event of a default under this Redevelopment Agreement by any party hereta (the "Defauiting Party'~, which default is not cured wit~in the cure period pzovided for belnw, tYxen the other parly (the "Non-default'r.n.g Pac~ty"}, sha11 have an action for damages, or, in #he even# dama~es would not fairly compensate the Non-defaulting Party foz the Defaulting Par~y's breach af #,his Redevelopment Agreemen#, the l~ion-ciefaultuag Party shatl have such other equity right~ and remedies as are available to theru at law or in eqtuty. Any damages payable by the City hereunder shall be limited to the real estate tax increment payable to the Developer under the t~rlns af this Agreernent. In the event a Defaultittg Party shall fail tv perforrn a manet~ary covenant w~ich it is xequired to g~rform uz~der this Redeveloprnent Agreemient, it shall not be deerned to be in default undez this Redevelopment Agreement unless it shall have failed ta per~orm such monetary covenant within 10 thirty (30) days of its receipt of a notice from a Non-defauIting Party specifying that it has faiied to perForm such monetary covenant. In the event a Defaulting Party faiis to perform a.ny nannYan~tary covenant as and when it is required to ux~der this Redevelopment Agreem~nt, it shaIl not he deemed to be in default if it shall have cured such de~'ault within thirty (3~) days of its xeceipt of a notice from a 1'~Ton-defaulting partY sPecifying the nature of the default, grovided, how*ever, with respect to #hose nonmonetary defaults which are not capable of being cured withi.~t such thi.rty (3Q) day periad, a Defaulting Parry shall nat be deerned to be in default if it cc>mmerxe~s curi~ng within such thirty (30) day period, and ther~after diligentty and continuously prosecutes the cure of such defat~t until the same has been cured. i.. TYME, FOItCE MA~EURE For this Agreement, time is of the essence; pr+~vided, hewever, Developer and City shall not . be deemed in default with respect ta any obligatians of this Agreement on its part to be perfarmed if Develqp~t or City fails to ~irnely p~orm the same anci such failure is due in whole, or in part, to any strike, loek~ut, civil disarder, inability to pracure materials, weather canditions, wet soil candidons, ~ail~tre or interruptions of pawer, condemnatian, riots, insurrectiflns, w~r, ~el shortages, Acts of Gad, acts ca.usec~ directly or indirectly by the Ciiy (or City's age~tts, employees ar invitees) when applicable tn Develaper vr tlairci parties, or any other cause beyand the reasonable control of . Develaper or City. M. ASSIGNMElVT The rights (including, bu.t not liTnited to, the right to payments contemplated by Sectian C o£' this Agreement,) and obiigations (vr ei#her af them) af the I)eveloper under this Agreement shall be fully assignable by the Developer by means of writt~n natice ta the City, provided that (i) no sucla assignrnent s3~al~ be deemc~l to release the assig~or of its ohligatian$ to th~ City under this Agreement unless the consent of the Ciiq to the release of the assig~or's obligations is fr.rst obtained and (ii) the nature ofthe Developer's Redevalopment Prvject is not substantially changecl. N. WAI'VER 11 Any party to this Agreement rnay elect to waive any remedy it may enj ay heretu~der, provided that no such waiver slzall be deemed to exist u~niess the party waiving such ri~ht af xemedy does sa in writing. No such waiver shall obligate sueh pariy ta waive any right of'remedy hexeunder, or shali be deemed to constitute waiver of other rights and remedies provided said party pc~rsuant to this Agreement. O. SEVERABILITY Ifany section, subsec#ion, term or provision of this Agreement or the applica~ion thereofta anY pa~ty ax circumstance shatl, to any escten#, be invalid ar unez~'orceable, the re~ainder of said sectian, subsection, term or provision of this Agreement ar the application of sazne to parties or circumstances other thaiz those ta which it is held invalid ar unenforceable, shall not be affectec~ tLtereby. P. NOT~CES All notices, denna~ads, requests, conserrts, aPpxavals or other instxvments required or pernutted by this Agre~m~er~t shall be in wriang and, shalt be executed by the party or an o~ cer, agent or attarn.ey of the party, and shall be deemed to have been effective as of the date af a~f.ual deliv~ry, if detivered personally, or as afthe third (3ra} day from and including the date afposting, ifmaited by registered or certified mail, retum receipL requested, with postage prepaid aci.dxessed as foltows: TO CITY: TO DEVELdPER: City Clerk, City of Canton . Canton Harv~ster Inn, LLC Z N. Main Street 8670 W. State Road S6 Canton, IL 61520 French Lick, IN ~7432 Telep~one: (3~9} 64'7-OQ65 Attention: Robert S~.nta, Treasurer Fax: {309) 6~47-2348 Teiephone: (812) 33I-1025 Fax: Wiih Copy To: i3~r'th Copy To: Jar~ob 8i KleiEn, Ltd. Edwin Broeck~r - The E~onamic Development Group, Ltd. Taft Stettinius 8~ Hollister, LLP 1701 Clearwater Avenue One Indiana Square, Suite 35Q0 Bloomingtan, IL 61704 Indianapolis, LN 46204 Telephane: (349} b64-77'77 Telephone (317} 713-3~61 12 , ~ ~3a~> ~6a-~g~g ~~d Chrissie L. Petersc~n, City A#tnmey 2 N. Main Street Canton, IL 51520 Telep~one: (309} ~647-~'738 Q. SUCCES~URS IN INTEREST Subject to the provisions of Paragraph M, above, this Agreement shall be binding upon and inure to the benefit afthe parties heretc~ and their respective successors and assigns. R NO ~flINT 'V~NTURE, AGENCY, 4R PARTNERSHIP CREATED N'eith~r anything in this Agreement nor any acts of the parties to this Agreement sb:all be cansi~ued by the parties or any third person ta create the relatianship of a partnership, agency, or joint venture b~tween or among such parties. S. TERM QF THE AGR:~EIVIENT Upon establisl~ment o~ the TIF District contemplated herein, the parties shall enter into a Redevelopment A,geemem incorporating th~ tetms stated herein and any additional tenns mutually agreed u~on at such time. Such Agreetnent s~11 be en#ered intv by City and I7eveloper within sixty (60) days of est~blishment of ~the 'TIF District by City. This Pre-Deve2opment Agreement sk~all th~n term.inat~. ~urther, this Agreement shall expire upan the fzzst ta occe~r of: a} failure by the City to establish the TIF District ~n or befare April l, 2011; ar, b) the expiration ofthe Redevelopment Plan adopted by the City, including any legislative e~ensions; or, c} the Develc~~ex has receivetI zncentives totaling $250,QOO.U4 as pravided hexein. T. SALESC.C~4T`EL/NIOTEL TAX .As a condition of receipt of the reimbursement herein, Deveiaper agrees to caus~ any sates i3 antUor hateUmotel rental receipts accurring at, arising &om, and/or generated at the Property subject of this Agre~merrt (P.I.Ns: 09-08-27-409-00 i artd 49-OS-27-409-002} as Ci~y of Cantoz~ sa.ies and/or hoteUznatel tax receipts, so that any rnunicipal sales tax andtt~r municipal hoteUmatel tax receigts eollected are eredited to the City of Canton. Developer agrees to execute any anci all documents necessary to effectuate this pravis'ton and to pravide satisfact€~ry evidence of campliance to t~e City of Canton upon requesk by the City. U. DOWNTi~WI+~ BEAUTIFICA~`ItJN INITIATYVE The Developer a~rees to us~ its best efforts to caoperate in implement~tian of the City's Downtown $eautifica~inn Tnitiative (otherwise knavvn as the "Streetscape" Master Plan, 2009-2011}, with public projects proposed ar~d funded b~ the City. The Developer will cansider the plar~s pravided. by the "Streetseape" 1VTast~r Plan wben designing facades, parking areas and landscaping eiahancements to its property. 'V. WARRANTY QF SIGNATORIES The signataries of Dewelaper warrant full authority ~ b~tl~ e~cecute this Agreement and to bind the entity in which they are signing on behalf of. W, INDE~+INIFICATIUN f~F CITY Developer acknowIedges that it is responsible far compiiance witr~. the Illinois Prevaiiing Wage Act, to the extent su.ch is applicable. Developer shall indexnnify and hald har~nless the ~City, and all City e2ec:ted or appainted officials, officers, employees, agents, represenY.atives, engineers, consultants and attarneys (collectively, the "indemnified Parties'~, from any and all claims that may be asserted against the Indernnui£'ied Parties or orte ar more of them, ;~n cannec~aon with the applicabilit~, detern~ixna.tian, and/or payments made under ihe Illinois Prevailing Wage Act (82Q ILCS 130/O.Oi et.seq.), the Illinois Proctuement Code, andlor any sirnilar State pr Federal law flr regulation. Tl~is ol~ligafion #o indemnify and hold lnarmless obligates Developer to defend any such claim andlor actian, pay any liabilities andlor genaities impased, and pay all defense costs of City, 14 including but not limited to the reasonable attorney fees of City. IN WITNES~ WSEREOF, the parties hereto have caused. this Agre~ment to be executed by their duIy authorized officers on the above date at Cantan, IIlinois. CITY OF CANTOI~I .An Illinois Mutucipal Cotporation BY: Mayor, ity of Canton ATTEST: " BY: ~ City Clerk DEVELOPER: Canton I~arvester Inn, LLC, An Indiana limite L' ility Company BY: anager t~' {~~~tt~''/'"' ~ tx. r~ ~ _ Prin#ed Name EXHTBIT A LEGAL DESCRIPTIOI~l' Lot ~4 of the Original Town Additian to the City of Canton, as recorded in Fultan County,lllinois PIN No(s}: 09-D$-27-4Q9-U41 09-08-27-4U9-00~ EXHIBTT B SUMMARY OF EST~MATED TIF ELIGIBLE ~RC?JECT CUSTS Ganton Harvester Inn, LLC Canton 2-RT9/+Ghestnut St. T!F District in the City of Canton, Fultc~n ~aunty, Iilinois Project T7escxiption: Developer has canstructed a new hotei. PIN #'s: d9-08-27-44g-OUl atid 09-fl8-27-409-002 Street Location: Main and Lacust Strest, Canion, TlIinois. Estimat~rl"I'IF Eli~ible Proiect Cost~ Land and Building Ar,~uisition Costs ~ $23$,SUU.00 Site Freparatiar~/ClearinglGrading ~155,834.00 I}emol~tion $ 87,?85.0(~ Planning, Engineering 8c ~hitectural $125,SQ4.00 Legal Fees $ 3,$flO.Ot? Ac~auriting, ~izzaztcial Fe~s, Prc}fessional Fees $14,7fl0.U0 Rehabititation ar Renova#ion (Existing Build'mgs) $ Construction Inferest $ , Landscaping ~ SoiI Baring . $ Job Training $ 15,U(f~0.00 Relocatian Costs $ Lang Term Interest $ Public Ynfrastructure Trnprovement~ $ 92,638A0 Utality Ext~nsion 42,20Q.U0 Total Es~imaied T~.F' Eiigibte Projeet Co~ts ;~I75,953.00* •Reimbursetna~ of Eligible Project Costs to Doveloper is capped at ~250,OOO.DO.