HomeMy WebLinkAboutRESOLUTIONS-2014-012-R-143/5/2014
12-R-14
A RESOLUTION
Authorizing the City Manager to Execute a Sales Tax Sharing
Agreement with Autobarn Motors, Ltd.
NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
EVANSTON, COOK COUNTY, ILLINOIS, THAT:
SECTION 1: The City Manager is hereby authorized to execute the Sales
Tax Sharing Agreement, attached hereto as Exhibit A, the terms are incorporated
herein by reference, with Autobarn Motors, Ltd., an Illinois corporation.
SECTION 2: The City Manager is hereby authorized and directed to
negotiate any additional conditions of the Sales Tax Sharing Agreement as he may
determine to be in the best interests of the City.
SECTION 3: That this Resolution 12-R-14 shall be in full force and effect
from and after the date of its passage and approval in the manner provided by law.
EIi eth B. Tisdahl, Mayor
Attest:
12-R-14
EXHIBIT A
Sales Tax Sharing Agreement
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SALES TAX SHARING AGREEMENT
THIS SALES TAX SHARING AGREEMENT ("Agreement') is entered into this"),
by and between the CITY OF EVANSTON, Illinois, an Illinois home rule municipal
corporation (the "City"), and AUTOBARN MOTORS, LTD. an Illinois corporation (the
"Proprietor") (individually, the City and Proprietor are referred to herein as a "Party"
and collectively referred to as the "Parties").
RECITALS:
WHEREAS, the City, pursuant to Section 10 of Article VII of the Constitution of
the State of Illinois, is authorized to contract or otherwise associate with individuals in
any manner not prohibited by law or ordinance; and
WHEREAS, the City is a home rule municipality in accordance with Section 6(a)
of Article VII of the Constitution of the State of Illinois of 1970; and
WHEREAS, Proprietor operates car dealerships under the umbrella name of
"Autobarn", each located respectively at 1001, 1012, 1015, 1033 and 1034 Chicago
Avenue, Evanston, Illinois and seeks to expand its operation to the property located at
222 Hartrey Avenue, which is located on real estate legally described in Exhibit A
attached hereto and made part hereof (the "Property"); and
WHEREAS, Proprietor has acquired the Property and seeks to renovate the
Property for use as a receiving and service facility for the aforementioned Autobarn
franchises (the "Project'); and
WHEREAS, the Parties agree that extraordinary costs associated with the
Project renovations require certain incentives from the City, and the incentives that will
be offered to offset these extraordinary costs in the form of rebates from the City`s
portion of the local sales taxes generated on the Property; and
WHEREAS, the City desires to retain existing businesses, diversify the tax base,
create new jobs, and provide for the general enhancement of the tax base of the City for
the benefit of the City and its residents; and
WHEREAS, pursuant to City Council Resolution 48-R-05 adopted on August 15,
2005, the Parties previously entered into a Sales Tax Sharing Agreement (the "2005
Agreement') which is nearing completion after a reconciliation by the Assistant City
Manager and the Director of Administrative Services, Marty Lyons, (the "Director") of
the rebate payments disbursed and sales tax revenue reported by the Illinois
Department of Revenue; and
WHEREAS, the City has determined that providing financial assistance in the
form of a sales tax sharing agreement is a proper exercise of its home rule powers and
the City Council has made the following findings with respect to the Property and the
Project; and
A. The Project is expected to create job opportunities within the City;
B. The Project will relieve traffic congestion on Chicago Avenue;
C. The Project will result in the creation of additional job training opportunities at
Evanston Township High School;
D. The Project will serve to further stabilize areas adjacent to the Property;
E. Without this Agreement, the Project would not be possible;
F. The Proprietor meets high standards of credit -worthiness and financial strength;
G. The Project will maintain the neighborhood commercial base of the City;
H. The Project will protect and enhance the sales tax base of the City; and
I. This Agreement is made in the best interest of the City.
WHEREAS, the City has agreed, pursuant to the terms of this Agreement, to
provide certain sales tax sharing provisions in order to insure the economic feasibility of
the Project which will have the benefits described above,
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing Recitals, the covenants,
terms and conditions hereinafter set forth and other valuable consideration, the receipt
and sufficiency of which are acknowledged, it is mutually agreed by the Parties hereto
as follows:
SECTION 1: Recitals. The Parties hereby agree that the Recitals set forth
hereinabove are incorporated herein by reference, as if fully set forth herein.
SECTION 2: Rebate.
A. Rebate: Based on the foregoing reasons described in the Recitals, the Parties
agree to equally split all of the sales tax revenue received by the City from the Illinois
Department of Revenue at each of Proprietors current Evanston dealerships (Autobarn
Nissan of Evanston — 1001 Chicago Avenue; Autobarn Mazda of Evanston - 1015
Chicago Avenue; Autobarn Nissan of Evanston - 1012 Chicago Avenue; and Autobarn
Volkswagen of Evanston — 1033 Chicago Avenue) (the "Rebate").
B. Rebate Term:
1. The term of the rebate period (the "Rebate Term") shall commence on the
later of the Effective Date of this Agreement or after the Director confirms satisfaction of
the 2005 Agreement terms ("Rebate Term Commencement Date") and will expire on
the 48th month (four years) after the Rebate Term Commencement Date. Attached as
Exhibit B is a certification to be executed by the parties to document the Rebate Term
Commencement Date. This Agreement is a new Sales Tax Sharing Agreement and not
an extension of the 2005 Agreement. After the Director confirms that the terms of the
2005 Sales Tax Sharing Agreement have been confirmed, the 2005 Agreement is null
and void and the terms of which are not incorporated into this agreement beyond the
previously outlined in Section 2(B).
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2. The Proprietor may not petition for any additional extensions or renewals of
this Agreement for the referenced business franchises listed in Section 2(A) for the next
fifty years (until 2064). New businesses or franchises brought to the City by the
Proprietor are eligible for City consideration by the City Council for other City economic
development agreements or subsidies.
C. Rebate Payments: After receipt of the sales tax revenue and tax data from the
Illinois Department of Revenue, the City will issue the Rebate within 30 days of the
request for Rebate payment on a semi-annual basis. In addition, following receipt of the
sales tax revenue and tax data from the Illinois Department of Revenue for the third and
fourth quarter, the City will issue the Rebate payment within 30 days. If the Illinois
Department of Revenue distributes data in a regular quarterly basis, the City will
process the rebates within 30 days, but in no event less frequent than a semi-annual
basis. Any failure to transmit the sales tax revenue data and revenue by the Illinois
Department of Revenue shall not be considered an Event of Default of the City and
cannot be cured by the City.
D. Conditions Precedent to First Rebate Payment: The following shall be
conditions precedent to the City's obligation to pay any monies to the Proprietor under
the Rebate for the initial payment:
1. Proprietor shall submit to the Director or his designee the following
information to commence the Rebate payments:
a. Completed Job Creation Certification Affidavit (as specified in
Section 3(E) defined supra); and
b. Twelve (12) new service bays must be installed for use at the 222
Hartrey Property.
2. Conditioned on the City receiving information from the State of Illinois related
to sales tax for the Proprietor, the City shall have thirty (30) days after receipt of these
documents within which to verify the sufficiency of the information contained within the
produced documents.
E. Conditions Precedent to Rebate Payments after First Rebate Payment: Prior
to issuance of Rebate for the remainder of the Rebate Term:
1. The Proprietor must not be in default of any term of this Agreement or in
default of any term of the TIF Forgivable Loan Agreement and Promissory Note dated
, 2014, executed between the Parties (the "TIF Forgivable Loan"), the terms of
which are incorporated herein by reference;
2. Proprietor must be in good standing on any and all City accounts, including but
not limited to real estate tax payments to Cook County, wheel tax payments, parking
tickets, water bills, and fines.
SECTION 3. Proprietor's Responsibilities.
The Sales Tax Sharing .Agreement is conditioned on the completion and satisfaction of
each part of this Section 3 and confirmed by the Director and/or his designee. If
Proprietor fails to perform any condition fully set forth herein, it shall be considered an
Event of Default, defined in Section 9. For the Term of this Agreement, Proprietor's
responsibilities shall include the following:
A. Summary of Project: Proprietor shall renovate the Property in accordance with
its representations to the City's Economic Development Committee, City Council, and
City staff. Said conversion and improvement (the "Project') includes: demolition of
portions of the Property building; environmental remediation efforts (asbestos
abatement); update mechanicals; refurbishing the interior for office use, repair and
detail work; sealcoating/striping the parking lot for car storage; and other improvements
as determined.
1. Proprietor shall maintain and operate the Autobarn business at the
Property for the term of this Agreement. Proprietor is permitted, provided it obtains any
necessary local approvals, to contract for a portion of the Property to be operated by a
separate and unrelated business related to automotive and body shop work.
2. Proprietor shall construct and complete the Project in a good and
workmanlike manner in accord with all Federal, State and local laws and regulations.
The Proprietor, at its expense, shall secure or cause to be secured any and all permits,
documents, zoning relief, or plats which may be required for the Project by City Code,
and any other governmental agencies having jurisdiction over such construction,
development or work, or such portion of the work being performed, including, without
limitation, any applications and permits, documents or plats which may be required to
be obtained from any local, federal or state environmental protection agency, or from
any other agency which may have or exercise any jurisdiction of any type whatsoever in
connection with the Project. Except as provided in this Agreement, the costs of the
Project shall be borne and paid for by the Proprietor or its landlord.
3. Proprietor shall obtain at least three (3) bids for the Renovations, at least
one (1) of the contractors providing an estimate shall be an Evanston -based company.
In the event no Evanston -based contractor is identified, Proprietor must provide written
notice attesting to this fact to City staff.
B. Job Creation: The Borrower shall create and must maintain at least 30 new
equivalent positions ("Minimum Job Creation Threshold") as minimum employment
levels at the Subject Property. The Borrower represents that it shall create the jobs in
accordance with the following schedule:
Time Period for Compliance after the
Effective Date of Agreement
18 months
30 months
42 months
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Minimum Number of Jobs Created
10 jobs
10 jobs (20 total)
10 jobs (30 total)
The Borrower will receive credit to meet the Minimum Job Creation Threshold by
reducing employment levels at the other Evanston facilities of Borrower and shifting the
employees to work at the Subject Property; meaning the jobs transferred from the other
Evanston Autobarn dealerships do not count as new jobs for purposes of this condition.
The breakdown of full-time jobs versus part-time jobs is projected to be 60% FTE jobs
and 40% PTE jobs, on average, after the Minimum Job Creation Threshold is reached
after 42 month time period. The Proprietor must provide documentation to support the
job creation for commencement of the rebate and for every subsequent benchmark
thereafter, on or before the beginning of that benchmark point. Failure to provide
adequate proof of job creation is considered a default under this Agreement. The
Proprietor will provide an executed certification form that it has maintained the existing
jobs (the "Job Creation Certification Affidavit", form attached as Exhibit C).
C. Hire and Train Program: Proprietor shall coordinate with the City's Youth and
Young Adult Program Manager and other workforce development professionals to
employ Evanston residents with skills and abilities to work at the Subject Property and
the Evanston listed in Section 2(A). Proprietor shall create and operate a Richard
Fisher Dealerships Hire and Train Program, or a similar title, by the Job Creation
Deadline for Evanston Township High School graduates not pursuing a post -secondary
school education immediately after graduation.
D. Sale or Transfer prior to end of Term:
1. If Proprietor and/or Richard Fisher sells or transfers in whole or in part any
of the businesses listed in Section 2(A) to any unrelated entity or individual, it shall be
considered an Event of Default except if such sale occurs as a result of III -health or
resulting in the retirement of Proprietor.
2. If Proprietor and/or Richard Fisher sells or transfers in whole or in part any
of the businesses listed in Section 2(A) to be occupied and operated by another
business owner than Proprietor, this shall be an Event of Default. However, if Proprietor
replaces it with another business entity to be operated by Proprietor, it shall not be
considered an Event of Default (i.e. the Mazda dealership is sold and replaced with a
Fiat, Mini Cooper, etc. dealership), provided that Proprietor's substitute business shall
be open for business in less than 90 days after operations under the old franchise
ceased AND the City provides its written consent to a comparable business that is being
substituted by Proprietor.
E. Good Neighbor Policy:
1. Truck Routes to Hartrey Property: Proprietor recognizes that the Property
is situated in between a commercial and industrial corridor and a R2 residential district
and open space district. Proprietor must ensure that all trucks entering and leaving the
Property follow the City's truck routes. At no time can a truck, employee of Autobarn,
contractor, or service vehicle utilize roadways directly to the east of the property to
access the Property. All access to Property must be gained through the entrance on
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Howard Street via McCormick Boulevard (from the west). Autobarn is responsible for
maintaining the entrance to the property from Hartrey in a manner that prohibits access
to the property to all vehicles with the exception of emergency service vehicles. In
furtherance of this requirement, Proprietor will educate employees, agents, contractors,
delivery trucks and service trucks ("Service Vehicles") on the proper routes to access
the Property with specific instructions. Proprietor must enforce these restrictions
diligently. Proprietor is responsible for compliance with this directive. A map is
attached as Exhibit D to indicate area of no access and proper access for truck
vehicles.
2. Volkswagen - 1033 Chicago Avenue Dealership: Proprietor warrants that
the north door to the Volkswagen dealership at 1033 Chicago Avenue which fronts the
alley will remain closed at all times, no exceptions.
3. Penalty: Proprietor will be assessed a $500 fine for each separate offense
for any violations of Section III(E). Violations include issuance of a citation by a law
enforcement officer or irrefutable evidence submitted to the Proprietor (i.e. pictures of
the Volkswagen alley door open). Proprietor hereby waives its right to object at the
hearing and shall not contest said citation, if the citation is written to the Proprietor's
business. This fine is assessed against the Proprietor for violations of the Good
Neighbor Policy, and is separate and apart from any fines assessed against the subject
driver by a judge or administrative hearing officer.
F. Breach of Section III Responsibilities: Should Proprietor violate any of
Proprietor's responsibilities, except for Subsection E, contained in any section of this
Agreement before the expiration of the Term, said violation shall constitute a material
breach of this Agreement.
G. Notwithstanding any other provision of this Agreement, in the event that
Proprietor (i) declares insolvency or bankruptcy; (ii) makes an assignment for the benefit
of creditors; or (iii) is unable to meet its financial obligations, causing it to cease doing
business as an auto dealership and service facility, then this Agreement shall be
deemed terminated and of no further force and effect, and the Parties are relieved of all
covenants, conditions, obligations and liabilities hereunder.
H. Proprietor acknowledges and agrees that the provisions of this Agreement shall
be a matter of public record, as shall any and all payments made by the City to
Proprietor pursuant to this Agreement.
I. Proprietor shall throughout the Term and for a period of 2 years following the
expiration of the Rebate Term, keep and make available for the inspection, examination
and audit by City or City's authorized employees, agents or representatives, at all
reasonable time, all records respecting the services and expenses incurred by
Proprietor, relating to the Sales Tax Sharing Agreement and the Project, including
without limitation, all book, accounts, memoranda, receipts, ledgers, canceled checks,
and any other documents indicating, documenting, verifying or substantiating the cost
and appropriateness of any and all expenses. If any invoice submitted by Proprietor is
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found to have been overstated, Proprietor shall provide City an immediate refund of the
overpayment together with interest at the highest rate permitted by applicable law, and
shall reimburse all of City's expenses for and in connection with the audit respecting
such invoice.
SECTION 4. City Responsibilities.
A. In consideration of Proprietor's work on the Project, the City agrees to issue the
Rebate to Proprietor. The City shall disburse to Proprietor fifty percent (50%) of City's
Sales Tax revenue collected from the aforementioned businesses listed in Section 2(A)
until the expiration of the Term on a semi-annual basis and in compliance with Section
2(E).
B. Notwithstanding anything to the contrary herein contained, the City shall have no
obligation to disburse to Proprietor any portion of the City's Tax Revenue Share
accruing or arising after the expiration of the Rebate Term.
SECTION 5. Casualty. / Extension of Term.
In the event of a casualty or destruction of substantially all of the improvements on the
Property during the term of this Agreement, and Proprietor elects not to rebuild said
improvements or fails to promptly commence and diligently pursue said reconstruction
and recommence its retail operations on the Property within twelve (12) months after
the date of said casualty, Proprietor shall be obligated, to refund the percentage of the
Rebate per Section 3(F) received by the Proprietor to date.
SECTION 6. Indemnification.
Proprietor shall defend, indemnify and hold harmless City and its officers, elected and
appointed officials, agents, and employees from any and all liability, losses, or damages
as a result of claims, demands, suits, actions, or proceedings of any kind or nature,
including without limitation costs, and fees, including attorney's fees, judgments or
settlements, resulting from or arising out of any negligent or willful act or omission on
the part of the Proprietor or its subcontractors, employees, agents or subcontractors
during the performance of this Agreement. Such indemnification shall not be limited by
reason of the enumeration of any insurance coverage herein provided. This provision
shall survive completion, expiration, or termination of this Agreement. Nothing
contained herein shall be construed as prohibiting City, or its officers, agents, or
employees, from defending through the selection and use of their own agents,
attorneys, and experts, any claims, actions or suits brought against them. Proprietor
shall be liable for the costs, fees, and expenses incurred in the defense of any such
claims, actions, or suits. Nothing herein shall be construed as a limitation or waiver of
defenses available to City and employees and agents, including without limitation the
Illinois Local Governmental and Governmental Employees Tort Immunity Act, 745 ILCS
10/1-101 et seq. At the City Corporation Counsel's option, Proprietor must defend all
suits brought upon all such Losses and must pay all costs and expenses incidental to
them, but the City has the right, at its option, to participate, at its own cost, in the
defense of any suit, without relieving Proprietor of any of its obligations under this
Agreement. Any settlement of any claim or suit related to activities conducted under this
Project by Proprietor must be made only with the prior written consent of the City
Corporation Counsel, if the settlement requires any action on the part of the City. No
member, official, agent, legal counsel or employee of the City shall be personally liable
to the Proprietor, or any successor in interest in the event of any default or breach by
the City or for any amount which may become due to Proprietor or successor or on any
obligation under the terms of this Agreement.
SECTION 7. Mutual Assistance. Proprietor and the City agree to do all things
practicable and reasonable to carry out the terms and provisions of this Agreement and
to aid and assist each other in carrying out the terms hereof.
SECTION 8. Anti -Discrimination and Minoritv Business Participation.
A. Proprietor agrees to comply with all applicable laws prohibiting discrimination
against any employee or applicant for employment because of race, color, religion, sex,
national origin or sexual orientation. Proprietor agrees to make good faith, commercially
reasonable efforts to have its general contractor and major subcontractors, to the extent
they hire new employees and can include minorities, women and City residents to work
on the Project. Nothing herein shall require Proprietor or its contractors or major
subcontractors to displace any employees in its current work force to achieve the
foregoing goal.
B. Notwithstanding the foregoing provisions, Proprietor shall be entitled to employ
union labor hereunder pursuant to the rules, regulations and practices of applicable
unions.
SECTION 9. Event of Default and Default Remedies.
A. Notice of Default: In the event of failure by either party hereto substantially to
perform any material term or provision of this Agreement, including but not limited to
conditions contained in Sections 2 and 3, the non -defaulting party shall have those
rights and remedies provided herein, provided that such non -defaulting party has first
provided to the defaulting party a written notice of default in the manner required by
Section 14 hereof identifying with specificity the nature of the alleged default and the
manner in which said default may be satisfactorily be cured.
B. Cure of Default: Upon the receipt of the notice of default, the alleged defaulting
party shall promptly commence to cure, correct, or remedy such default within a 15-day
period, and shall continuously and diligently prosecute such cure, correction or remedy
to completion.
C. City Remedies not Exclusive: If an Event of Default occurs, which Proprietor has
not cured within the timeframe set forth in subparagraph B above, the City, at its option,
may terminate this Agreement and/or may institute legal action in law or in equity to
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cure, correct, or remedy such default, enjoin any threatened or attempted violation, or
enforce the terms of this Agreement.
D. Reimbursement of Rebate:
1. If a Default by Proprietor is not cured, the Proprietor may be responsible for
reimbursement of the last Rebate issued depending on the date of Default (the "Date of
Default"). If the Default is discovered after the City has paid the Rebate which
encompasses the date of Default, then Proprietor must reimburse the City for the full
Rebate. Meaning, if the Proprietor defaults in the fall quarter and the City issues a
semi-annual payment for the fall and winter quarters in January the following year, and
the City subsequently discovers or the Proprietor reports the Default in February, then
the Proprietor shall reimburse the City for the last Rebate issued.
2. If a Default is discovered before the City has issued the Rebate for the period
of time encompassing the Default; the City shall not issue a Rebate for said subject
period. In addition, the City will not issue a partial or pro -rated Rebate to Proprietor to
the date of Default.
3. The "Date of Default" shall mean the date on which the Proprietor violates any
condition of the Agreement and it is not cured within the applicable time period. The
Proprietor has an affirmative obligation to report any and all Defaults to the City.
E. Proprietor's Exclusive Remedies: The parties acknowledge that the City would not
have entered into this Agreement if it were to be liable in damages under, or with
respect to, this Agreement or any of the matters referred to herein, including the Project,
except as provided in this Section. Accordingly, Proprietor shall not be entitled to
damages or monetary relief for any breach of this Agreement by. the City or arising out
of or connected with any dispute, controversy, or issue between Proprietor and the City
regarding this Agreement or any of the matters referred to herein, the parties .agreeing
that declaratory and injunctive relief and specific performance shall be Proprietor sole
and exclusive judicial remedies.
SECTION 10. Entire Aqreement. This Agreement sets forth all the promises,
inducements, Agreements, conditions and understandings between Proprietor and City
relative to the subject matter hereof, and there are no promises, Agreements, conditions
or understandings, either oral or written, express or implied, between them, other than
are herein set forth.
SECTION 11. Survival of Terms, Bindinq upon Successors. The covenants,
terms, conditions, representations, warranties, agreements and undertakings set forth in
this Agreement shall be binding upon and inure to the benefit of the Parties hereto and
their respective successors, assigns and legal representatives.
SECTION 12. Governinq Law and Attornev's Fees. The validity, meaning and
effect of this Agreement shall be determined in accordance with the laws of the State of
Illinois. In the event that the City commences any action, suit, or other proceeding to
remedy, prevent, or obtain relief from a breach of this Agreement by Proprietor, or
arising out of a breach of this Agreement by Proprietor, the City shall recover from the
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Proprietor as part of the judgment against Proprietor, its attorneys' fees and costs
incurred in each and every such action, suit, or other proceeding.
SECTION 13. Force Maieure. Performance by any party hereunder shall not be
deemed to be in default where delays or defaults are due to war, insurrection; strikes,
lockouts, riots, floods, earthquakes, fires, casualties, acts of God, acts of the public
enemy, restrictive governmental laws and regulations, epidemics, quarantine
restrictions, freight embargoes, lack of transportation or labor and material shortages.
An extension of time for any such cause shall be for the period of the delay, which
period shall commence to run from the time of the commencement of the cause,
provided that written notice by the party claiming such extension is sent to the other
party not more than thirty (30) days after the commencement of the cause or not more
than thirty (30) days after the party claiming such extension could have first reasonably
recognized the commencement of the cause, whichever is later.
SECTION 14. Notices. Any notice, request, demand or other communication
made in connection with this Agreement shall be in writing and shall be deemed to have
been duly given, served and received on the date of delivery, if delivered to the persons
identified below in person, by courier service or by facsimile copy transmitted on a
business day before 5:00 p.m., or the next business day thereafter if not so transmitted
(with original copy mailed the same day in accordance with the provisions of this
Paragraph), or five (5) business days after mailing if mailed by certified mail, postage
prepaid, return receipt requested, addressed as follows:
If to the City:
City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
Attn: City Manager
with a Copy to:
City of Evanston
2100 Ridge Avenue
Evanston, IL 60201
Attn- W. Grant Farrar, Corporation Counsel
If to Proprietor:
Autobarn Motors, Ltd.
1015 Chicago Avenue
Evanston, IL 60202
Attn: Richard Fisher
SECTION 15. Severability. If any provision, condition, covenant or other clause,
sentence or phrase of this Agreement is held invalid by a court of competent jurisdiction,
such provision shall be deemed to be excised and the invalidity thereof shall not affect
any other provision, condition, covenant or other clause, sentence or phrase contained
herein. Notwithstanding the foregoing, if any such invalid provision goes to the essence
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of this Agreement so that the purposes of the Agreement cannot be fulfilled, then this
Agreement shall terminate as of the date of such judgment.
SECTION 16. City Approval. A copy of the ordinance (or other City action)
approving of the terms and conditions of this Agreement and authorizing and directing
the City Manager to execute this Agreement on the City's behalf, certified by the City
Clerk, shall be provided to Proprietor.
SECTION 17. Third Parties. The City and Proprietor agree that this Agreement is
for the benefit of the Parties hereto and not for the benefit of any third party beneficiary.
Except as otherwise provided herein, no third party shall have any right(s) or claim(s)
against the City that may arise from this Agreement.
SECTION 18. Amendments. This Agreement may be amended from time to time
with the written consent of the Parties hereto.
SECTION 19. Execution of this Aqreement. This Agreement shall be signed
last by the City and the City Manager shall affix the date on which he/she signs and
approves this Agreement on the first page hereof, which date shall be the effective date
of this Agreement.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the effective date of this Agreement between the
Parties shall be last date executed (the "Effective Date").
CITY OF EVANSTON, an Illinois
municipal corporation
By
Name: Wally Bobkiewicz
Its: City Manager
Dated: , 2014
ATTEST
By:
City Clerk
[SEAL]
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AUTOBARN MOTORS, LTD., an
Illinois corporation
By
Name: Richard Fisher
Its: President
Dated:
, 2014
EXHIBIT A
LEGAL DESCRIPTION
All that contain lot, piece or parcel of land, with the buildings and improvements thereon
erected, situate lying and being in the City of Evanston, County of Cook, State of Illinois.
PARCEL 1
LOTS 1 AND 2 IN BRUMMEL PLACE SUBDIVISION OF THE SOUTH 315 FEET OF
THE NORTH 465 FEET OF THE SOUTHWEST % OF THE NORTHWEST % OF
SECTION 25, TOWNSHIP 41 NORTH RANGE 13 EAST OF THE THIRD PRINCIPAL
MERIDIAN (EXCEPT THEREFROM THE EAST 33 FEET MEASURED
PERPENDICULAR TO THE EAST LINE OF THE SOUTHWEST % OF THE
NORTHWEST '/4 OF SAID SECTION 25, ALSO EXCEPT THE WEST 66 FEET
MEASURED PERPENDICULAR TO THE WEST LINE OF THE SOUTHWEST '/4 OF
THE NORTHWEST '/4 OF SAID SECTION 25), ACCORDING TO THE PLAT
THEREOF RECORDED JULY 26, 1956 AS DOCUMENT 16650663, IN COOK
COUNTY, ILLINOIS.
PARCEL 2:
EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY THE EASEMENT
AGREEMENT RECORDED AS DOCUMENT 96138308 FOR THE CONSTRUCTION,
INSTALLATION, MAINTENANCE AND REPAIR OF A STORM WATER DRAINAGE
FACILITY AND IMPROVEMENTS OVER AND UPON THE EAST 30 FEET OF THE
NORTH 30 FEET OF LOT 6 IN HOWARD-HARTREY SUBDIVISION.
PARCEL 3:
PERPECTUAL, NON EXCLUSIVE EASEMENT AS CREATED BY THE RECIPROCAL
EASEMENT AGREEMENT RECORDED AS DOCUMENT 0418818040, FOR ACCESS
TO AND FROM HOWARD AVENUE, INGRESS AND EGRESSS OF TRUCKS, VANS
PASSENGERS AUTOMOBILES AND OTHER VEHICLES AND PEDESTRIAN
TRAFFIC OVER AND ACROSS A PORTION OF LOT 3 IN AFORESAID SUBDIVISION
AND DEPICTED ON EXHIBIT "D" ATTACHED THERETO.
PARCEL 4:
EASEMENT FOR THE BENEFIT OF PARCEL 1 AS CREATED BY THE EASEMENT
AND RESTRICTIONS AGREEMENT RECORDED AS DOCUMENT 93840922 FOR
PASSENGER AND TRUCK VEHICLAR INGRESS AND EGRESS OVER AND
ACROSS A PORTION OF LOT 9 IN HOWARD-HARTREY SUBDIVISION.
13
PARCEL 5:
EASEMENT FOR THE BENEFIT OF PARCEL 1 FOR INGRESS AND EGRESS OVER
AND ACROSS THE SOUTH 20 FEET OF LOT 3 IN AFORESAID SUBDIVISION AS
CREATED BY THE AGREEMENT RECORDED JULY 5, 1955 AS DOCUMENT
16290044.
PINs: 10-25-104-014-0000 and 10-25-104-015-0000
Common Address, 222 Hartrey Avenue, Evanston, IL 60202
14
EXHIBIT B
REBATE TERM COMMENCEMENT DATE CERTIFICATION FORM
Pursuant to Section 2 of the Sales Tax Sharing Agreement, the "Rebate Term" shall
commence on the later of the Effective Date of this Agreement or after the Director
confirms satisfaction of the 2005 Agreement terms ("Rebate Term Commencement
Date". The Parties hereby acknowledge and agree to the following Rebate Term:
(a) The Rebate Term Commencement Date is: , 2014
(b) Expiration of Rebate Term (48 months/4 years: 12018
THE CITY OF EVANSTON,
an Illinois home rule municipal corporation
in
Its: City Manager, Wally Bobkiewicz
AUTOBARN MOTORS, LTD.,
an Illinois corporation
By:
Its: President, Richard Fisher
15
EXHIBIT C
CERTIFICATION FOR JOB CREATION AFFIDAVIT
The Proprietor is required to complete and sign this affidavit on the Effective Date, the
Commencement of Rebate Term, first anniversary of the Commencement Date of the
Rebate Term and the expiration of the Term. The Autobarn must certify annually that
no less than 30 individuals are employed at 222 Hartrey for the duration of the
Agreement.
Indicate below the number of jobs at the time of the Effective Date and Rebate Term
Commencement Date, which will be used to determine the base employment of jobs
currently held with Proprietor. There is no requirement or threshold for Proprietor to
maintain a certain percentage of full-time equivalent v. part-time equivalent, but the
parties anticipate that after 42 months the breakdown will be 60% FTE v. 40% PTE.
Time Period
Total Jobs Created/Retained
Effective Date of Agreement 0
18 months
30 months
42 months
I, Richard Fisher of Autobarn Motors, LTD. d/b/a The Autobarn, affirm under penalties of
perjury and upon personal knowledge that the contents of the foregoing paper are true
and accurate.
Name (Print) Date
Name (Signature)
out
..........
.nr s�Qt^.� 4L,.�^,���;aw >��ri�,•�.;�11� r+":'� __.IV�.__��" ..1.�-.r... .__. r
a=
Projections of Autobarn Sales Tax (City of Evanston Portion)
Assumptions:
2013 Sales Tax Collected by COE [1] $ 574,984
Rate of Growth (2] 1.50%
Rate of Growth [3] 5.00%
Potential Sales Tax Totals (Assumes 1.5% Annual Growth) Potential Sales Tax Totals (Assumes 5.0% Annual Growth)
Year
Total Projected Autobarn
Evanston
Total
Autobarn
Evanston
Sales Tax
Share
Share
Year
Projected
Share
Share
Sales Tax
2013 [4]
$
574,984
2013 [4]
$
574,984
2014
$
583,600
$
291,800
$ 291,800
2014
$
603,700
$
301,850
$
301,850
2015
$
592,400
$
296,200
$ 296,200
2015
$
633,900
$
316,950
$
316,950
2016
$
601,300
$
300,650
$ 300,650
2016
$
665,600
$
332,800
$
332,800
2017
$
610,300
$
305,150
$ 305,150
2017
$
698,900
$
349,450
$
349,450
TOTAL
$
1,193,800
$ 1,193,800
TOTAL
$
1,301,050
$
1,301,050
(1] Source: Administrative Services Department, City of Evanston
(2] Moderate growth, assumes 1.5% annually
[3] Autobarn's proposed rate of growth, assumes 5.0% annually
[4] Actual Amount Collected by City of Evanston
-y.T z',=T,�t`: n_t.T tip.= i�_�. �.;-c-.-�4.• 3i._ '•t�L�- �Z
til c:.: y., .l , .:!'"i -i i't':' . - •. �1 ' �' - . ;_ - -= .. _ '. ql :':_' T % % ' y!`.-&
$8-R-05
A RESOLUTION
Authorizing the City Manager to Sign
A Redevelopment Agreement for Sales Tax Sharing
vvith Autobarn Motors, Ltd.
WHEREAS, the City, pursuant to Section 10 of Article VII of the Constitution of .
the State of Illinois, is authorized to contract or otherwise associate with individuals .
any manner not prohibited by law or ordinance; and
WHEREAS, 65 ILCS 5i8-11-20 (the "Statute") authorizes municipalities-to:®n_ter.`
into economic incentives agreements in order to encourage the deyelopririant-or
},
redevelopment of. land within their corporate limits; and
WHEREAS,.Autobarn Motors, Ltd. (the "Developer") is the. owner of an :
automobile sales center (the "Center') located at.1001, 1012:andA034_Chicago
t z
Avenue in Evanston, which is located on real estate; legally described rtd-ciepicfecl;iri'�
Exhibit.A of the Agreement attached hereto and made part hereof; doirig,busiriessas = _ `Y . =s;Y
the Autobam Mazda of Evanston and Autobam Volkswagen of Evans_ton'.and:has'
leen
in operation for approximately 12.year§; and
- _
iAIHEI�I=AS, the Center has generated for calendar year 2003 $291-,500.00•
•-4
x.
sales tax revenue to the City (the "Rase Year Sales=T�tz")• and ;;' _ _' ,-" : _° -'4
SN
i:1'.: - - -`.y ..• - - _ - ._ - _ �, :'tv�.. _ _ -_ :pis•, • - t .� k£ � - Y�
�4 `.:.
-.- �.: __: ..-...., _ _... __ _._.._ .51 ._. .aa. .. _ _. .. _. -_�4 _4;�� =-3==i. 908...-==..;3e _t�'6 .{,_e—... �r4•_�...s _,="��.
V
N
WHEREAS, Developer has purchased approximately 5.3 acres of-rdal estate
located at 3450 West Oakton Street in Skokie, Illinois and has announced'an intention,
to relocate a major portion of the automobile dealership including sales and service to fr
said community-, and
WHEREAS, said relocation will result in a substantial reduction in sales tax
revenue to the City of Evanston-, and
At
WHEREAS, Developer has expressed his Wllingness,to.- remain in the City-_16f
Evanston if the City agrees to rebate a portion of any sales tax revenue received .byithe.-
City that are generated by the redevelopment of certain property v-and. :
WHEREAS, the property at 1015 and 1033 Chic�9 I o' -Avenu , e'and -520 Green ea
(the "Toyota proj*rty") currently operated as an autorn6bi!O.=&Wership Evanston Toyota will be closed and will cease all operations
and thereby will. no longer contribute to the sales tax bas e. 6f.the- Ch.,.-Whi66 - re6l-6sti t6:
is legally described and depicted in Exhibit B of the AO re'eme nt- attached heretb -and., 11-1
made part hereof, and
WHEREAS, Developer has expressed a desire to p Urch6se,- and: redev'eIop.'the`-,-
�
Toyota Property for the purpose of relocating and expanding a, portion: o saexisting,'.
automobile dealerships including the relocation of -the Volkswagen and---*
0
operations; and zt-R,
V,
WHEREAS, a -portion of the existing Center located at 1034-chicaawAvenuetWill.,
remain in operat-i6n as a used motor. veh icle sales facility,- s0
7t
A,
Ut 15 f.
im
- I - - I � - .. . . 1 .1 . .; - - - �� , 7Z x_,. ;� T %.- __ - - - 'I k - �� I - - I ; - 11-�...�-, -�-, ,.� *
WHEREAS. the Toyota Property and 1034 Chicago Avenue (the "Propeeiy.'),
will be the location of the expanded and relocated Automobile Sales Center, and
WHEREAS, Developer desires to redevelop an automobile sales center:area on
the Toyota Property; and
WHEREAS, such automobile sales center will include a relocated Volkswagen
and a relocated Mazda dealership; and
WHEREAS- the extraordinary costs -associated with - Ihe. 6vi;6i
sition -.-ancr_
redevelopment of the Property, including the Toyota Pr
operty, require n incen es
_from the City, and the incentives that will be-offoied to offset theselraordinan .66iifs
.will be in the,form of rebates from the City's portion of local 16 es"',
A
the Property; and
V,
t
WHEREAS, the City --desires to increase sales tax revenues,
propOrw-
revenues, retain existing businesses;-div6tsify the tax base;. 'create
ind
'dj -thd:
provide for the.general enhancement of the tak-base of the C f6f4h6. be
ity riefit, f
-City and puler governmental entities; and
WHEREAS, the City has determined that pr
oviding financial assistance in ;the
-2:
.Jorm of.such sales tax rebates, is a proper exercise- of its home- r6le Nwers;*ai
•7 r. A
WHEREAS the Developer in. reliance on historical growth datA �of the', 06'
-Vepper.1, as__ZII
prpparbd,certain sales tax projections; copies which are atac6id.66re to,an-d-ma 6:61-
...-Pa..I:her"eof,efs'.Extilbii'i) of:the Agreement, set ing.forth certain b6i6htiaV teal 'ettate'! and I N!
vr
xt
s to c6rti 166-City. in'--6ther- -bod-
.'.,saws tax r6 m�nue governmental 0
A .1�o
WHEREAS; pursuant to the Statute, the City Council of the City of Evanston
have made the following findings with respect to the Property, including the Toyota
Property, and the Project;
A. The Project is expected to retain and to create job opportunities within the
City:
B_ The Project will serve to further the development of areas adjacent to the
Property;
C. Wfithout this Agreement, the Project would not be possible;
D. The Developer meets high standards of credit worthiness and financial
strength;
E. The Project will maintain the neighborhood commercial base of the City;
F. The Project will protect and enhance the sales tax base of the City; and
G. This Agreement is made in the hest interest of the City.
WHEREAS, the Developer represents and warrants that the Project requires
economic assistance from the City and but for the undertakings of the City as set forth
in this Agreement, Developer would not acquire the Toyota Property, or construct the
Project on the Property and would relocate to Skokie, and
WHEREAS, the City has agreed, pursuant to the terms of this Agreement, to
provide certain sales tax sharing provisions in order to insure the economic feasibility of
the Project which will have the benefits described above.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF EVANSTON, COOK COUNTY, ILLINOIS:
SECTION is That the City Manager is hereby authorized and directed to sign a
Redevelopment Agreement with Autobam Motors, Ltd_, for sales tax sharing, attached
hereto as Exhibit 9.
SECTION 2: That the city Manager is hereby authorized and directed to
negotiate any additional conditions of the application as may be determined to be in the
best interests of the City.
SECTION 3: That the Resolution shall be in full force and effect from and after
its passage and approval in the manner provided by law.
Lorraine H_ Morton, Mayor
ATTEST:
city*C;-
Adopted: -AG I s , 2005
REDEVELOPMENT :AGREEMENT
THIS REDEVELOPMENT AGREEMENT (this "Agreement") is made and
entered into this day of . 2005, b-, and between the CITY OF EVANSTON,
Illinois. an Illinois home niie municipal corporation (the "Cite"), and Autobarn Motors.
Ltd. an Illinois corporation incorporated on July 15. 1992 ("Developer").
RELIT_ , LS:
WHEREAS, the Ciry. pursuant to Section 10 of Article VII of the Constitution
of the State of Illinois. is authorized to contract or other %ise associate with individuals in
any manner not prohibited by law or ordinance: and
WHEREAS, 65 ILCS 5i8-11-20 (the "Statute"-) authorizes municipalities to enter
into economic incentives agreements in order to encourage the development or
redevelopment of land within their corporate limits; and
W`HEREAS, Developer is the owner of an automobile sales center (the
"Center") located at 1001, 1012 and 1034 Chicago Avenue in Evanston, which is
located on real estate legally described and depicted in Exhibit A attached hereto and
made.part hereof; doing business as the Autobarn Mazda of Evanston and Autobarn
Volkswagen of Evanston and has been in operation for approximately 12 years; and
WHEREAS, the Center has generated for calendar year 2003 $291,500.00 in
sales tax revenue to the City (the "Base Year Sales Tax"); and
WHEREAS, Developer has purchased approximately 5.3 acres of real estate
located at 3450 West Oakton Street in Skokie. Illinois and has announced an intention to
relocate a major portion of the automobile dealership including sales and service to said
community; and
WHEREAS, said relocation will result in a substantial reduction, in sales tax
revenue to the City of Evanston; and
W]UTEREAS, Developer has expressed his willingness to remain in the City of
Evanston if the City agrees to rebate a portion of any sales iax revenue received by the
City that are generated by the redevelopment of certain property; and
WWIEREASS, the property at 1015 and 1033 Chicago Avenue and 520 Greenleaf
(the "Toyota Property„) currently operated as an automobile dealership known as
Evanston Toyota will be closed and will cease all operations as of November 1, 2005 and
thereby will no longer contribute to the sales tax base of the City, which real estate is
legally described and depicted in Exhibit attached hereto and made part hereof; and
WHEREAS, Developer has expressed a desire to purchase and redevelop the
Toyota Property for the purpose of relocating and expanding a portion of its existing
automobile dealerships including the relocation of the Volkswagen and Mazda
operations; and
WHEREAS. a portion of the existing Center located at 1034 Chicago Avenue
,mil remain in operation as a used motor vehicle sales facility. and
WHEREAS. the Toyota Property and 1034 Chicago Avenue (the "Property")
�yi11 be the location of the expanded and relocated Automobile Sales Center; and
WHEREAS_ the City has adopted Resolution No. 48-R-05, a copy of which is
attached hereto and made a prat hereof as Exhibit C. authorizing the City Manager to
execute a redevelopment agreement for the Automobile Sales Center; and
WHEREAS_ Developer desires to redevelop an automobile sales center area on
the Toyota Property; and
WHEREAS, such automobile sales center will include a relocated Volkswagen
and a relocated Mazda dealership; and
WHEREAS- the parties agree that extraordinary costs associated with the
acquisition and redevelopment of the Property, including the Toyota Property, require
certain incentives from the City, and the incentives that will be offered to offset these
extraordinary costs shall be in the form of rebates from the City `s portion of local sales
taxes generated on the Property; and
WHEREAS. the City desires to increase sales tax revenues, property tax
revenues. retain existing businesses, diversify the tax base, create new jobs, and provide
for the general enhancement of the tax base of the City for the benefit of the City and
other governmental entities; and
WHEREAS. the City has determined that providing financial assistance in the
form of such rebates is a proper exercise of its home rule powers; and
WHEREAS. the City, in reliance on historical growth data of the Developer, has
prepared certain sales tax projections, copies of which are attached hereto and made a
part hereof as Exhibit D, setting forth certain potential real estate and sales tax revenues
to the City and Certain other governmental bodies; and
WHEREAS; pursuant to the Statute, the City Council of the City of Evanston
have made the following findings with respect to the Property, including the Toyota
Property, and the Project;
A. The Project is expected to retain and to create job opportunities within the
City;
B. The Project will serve to further the development of areas adjacent to t`se
Property;
E
C. \Vithout this Agreement. the Project would not be possible:
D. The Developer meets high standards of credit worthiness and financial
streneth:
E. The Project will maintain the neighborhood commercial base of the Citv;
F. The Project will protect and enhance the sales tax base of the City; and
G. This Agreement is made in the best interest of the City.
'WHEREAS, the Developer represents and warrants that the Project requires
economic assistance from the City and but for the undertakings of the City as set forth in
this Agreement, Developer would not acquire the Toyota Property, or construct the
Project on the Property and would relocate to Skokie, and
'WHEREAS, the City has agreed, pursuant to the terms of this Agreement, to
provide certain sales tax sharing provisions in order to insure the economic feasibility of
the Project which will have the benefits described above.
AGREEMENTS:
NOW, THEREFORE, in consideration of the foregoing Recitals, the covenants,
terms and conditions hereinafter set forth and other valuable consideration, the receipt
and sufficiency of which are acknowledged, it is mutually agreed by the parties hereto as
follows:
Section l : Refined Terms
"Automobile Sales Center" means a new and used motor vehicle sales and
service facility with ancillary services.
"Base Fear" means the 12 month period beginning January i- December 31,
2003.
"Base Year Sates Taxes" means $291,500.00 which is equal to the sales tax
revenue generated from the business located at the property described in Exhibit A.
"City's Tax Revenue Share" means any and all Retailers Occupation Takes,
Retailers Service Occupation Taxes, Retailers Use Tax, Retailers Service Use Tax, or any
other "stales tax" or successor tax that may be enacted by the City, the State of Illinois or
any governmental agency or body created tinder the laws of the State of Illinois and
located within the State of Illinnois which City is able to verify by reference to the
documents described in Section 11 hereinafter as being assessed, accruing or arising as a
result of retail operations on or about the Property during the term hereof and received by
the City from the State of Illinois or such other governmental agency or body created as
aforesaid-
3
"Eligible Project Costs" means costs incurred by the Developer for the project.
which include cost of site purchase. site improvements. base shop space work, exterior
work. exterior lighting. roof improvements. HVAC. base tenant improvement work.
demising \\alis. clean-up. parking lot. signage. utilities, environmental, facade,
landscaping. streetscape improvements and associated soft costs including architectural,
engineering and legal costs.
"Legal Requirements means all applicable Federal, State or local statutes,
codes and ordinances.
"Maximum debate" means the larger of $1.350.000 or 15% of the Eligible
Project Costs but not to exceed $1.500.000.
"Max.imum Reimbursement" means the revenue received by the City in sales
tax dollars from the Project and Property after the rebate has been received by the
Developer"
"Project Commencement" means the date on which the fast permit for
construction of the Project is issued by the City.
"Project Completion" has the meaning given it in Section 3A below.
"Revenue Year" means the twelve month period commencing on the fast day of
the calendar month immediately following Project Completion, and each twelve-month
period thereafter.
Section 2. Recitals. The parties hereby agree that the Recitals set forth
hereinabo:-e are incorporated herein by reference, as if fiuly set forth herein.
Section 3. Developer Respousibilities (the "Project")
A. The Developer's responsibilities shall include the following:
Volkswagen & Mazda
Lot area for VW & Mazda 192,000 s.f.
The scope of the project wrsll consist of 2 separate buildings:
I . The existing one story service & showroom building at I015 Chicago Avenue.
2. The existing 2 story service & show -room building at 1033 Chicago Avenue ,
which has an attached piece extending to 520 Greenleaf.
Mazda 1015 Chicago Ave.
Ground floor area: 11,362 s.f
Second floor area: 5,300 s.f.
Third floor area: 5,300 s.f.
Mazda total building area: 22,162 s.f.
Developer %%111 remove the existing front shovToom of the 1015 Chicago building
and in its place erect a 3 stony steel frame and masonry building. The first floor «ill
consist of a new automobile shox.-room %kith a new 2 lane service .rite -up aisle for the
public entering from Chicago Ave. Also on the first floor will be a canopy covered area
which will house 3 to 4 demonstration cars for potential buyers to drive. The existing rear
"Butler Building "will remain the service area Aith minor alterations to the room layouts
at the south end of the building.
The second floor will consist of a customer lounge, a coffee and refreshment area.
public toilets and finance and insurance offices. The public will have the use of a wide
metal industrial stele staircase or an open glass elevator to reach the second floor lounge
area.
The third floor wi11 be the general office for both the Mazda and the Volkswagen
stores. It will consist of the dealers office, a large conference room for training and
general staff meetings, a general office cubicle area that will have desks: for
approximately 7 employees and 3 additional offices for management staff.
Volkswagen 1033 Chicago Ave.
Ground Floor area: 17,512 s.f.
Greenleaf Street ground floor: 9,633 s.f.
Second moor VW 15,0I6 s.f_
Total building area: 42,161 s.f.
Total footprint VW 27,145 s.f
The existing 2 story automobile showroom and service building at 1033 Chicago
avenue will remain structurally intact. Its only major change will consist of new
Volkswagen standards added to the elevation and the reconfiguration of the interior
showroom and sales offices. The building has service on both the first and second floors
and has an internal automobile ramp for vertical access. The second floor consists of
100'-0" long bow shaped wood trusses spanning the entire width of the building for
automobile maneuvering at that service area.
The new showroom design of the proposed Volkswagen building will consist of a
slightly projecting multicolor wall projecting on the sidewalk area and an elliptical
shaped rain canopy over the front entrance.
The existing stucco Toyota fascia will be removed and replaced with 2 story glass
and stucco facade as depicted in the elevation drawings. It is our intention to preserve the
architectural integrity of the surrounding brick fagade by removing the white paint on the
existing brick.
0
An extension to the ground floor (9.633 s.f.) of the building extends to Greenleaf
street. This consists of additional s.�n ice areas car storage and repaired cars ivaiting for
pick-up.
Developer shall install glass block endows for the eastern elevation of all
proposed constniction or rehabilitation In addition, Developer shall maintain all exterior
building lighting in accordance -Mth all City codes and ordinances. Developer shall not
utilize any type of outdoor public address. audio paging, public address horns,
loudspeakers or any other type of device for use in public address systems.
The Developer shall construct the Project in substantial conformity v►-ith that
certain Site Plan dated prepared by Design Synergies Ltd_ (Andrew
Lipowski, Architect) which is attached hereto as Exhibit lE (the 14Site Pan") and
Developer's Project Budget attached hereto as Exhibit F (the "Project Budget"); and
A_ Developer agrees to obtain all necessary City approvals and to commence
construction of the Project within 15 days after its receipt of the permits described below
but no later than November 30, 2005, and then diligently pursue :he Project in substantial
conformance with il'ie Site Plan dated ............ . . . ... 2005 prepared by
...............Architects, Inc. and Developer's Project Budget. Developer will acquire
property no later than November 1, 2005. Developer shall use best efforts to obtain a
certificate of occupancy for the Automobile Sales Center on or before April 30, 2006_
B. In consideration for the City-s assistance, which assistance is provided by
this Agreement, and without which Developer could not acquire and construct the
Project, Developer specifically agrees as follows:
I. For the term of the agreement as herein deftned, the Property shall be
maintained on the public real estate tax rolls and that the use thereof will not be changed
so as to eliminate or reduce the sales tax revenue generated from the Property to an
amount less than the sales tax generated for calendar year 2003 ($291,500.00).
2. That any document of conveyance from the Developer its successors or
assigns shall contain the following restrictive covenant or deed restriction which shall run
with the land:
"For a period of the term of the agreement the Property shall not be removed from
the public tax rolls and the use ("automobile dales Center") thereof shall not be
changed so as to eliminate or reduce any sales tax revenue generated from the Property
without the prior express written approval of the City (which approval shall be in the sole
discretion of the City).
3.
A. The Developer or his successor shall be obligated to maintain an
automobile sales center as described herein. Any violation of the foregoing covenant
shall constitute a material breach and upon the occurrence of such, the then current owner
3
of the Property and the Developer shall (Jointly and severally if more than one party) be
obligated to refund to the City- an amortized refund of the actual monies received. Such
amortization shall be calculated as folio, s:
)Rebate Received g Years of Operation
Term of Agreement
B. Notwithstanding an.: other provision of this Agreement, in the event that
Developer (1) declares insolvency or bankruptcy; (ii) makes an assignment for the benefit
of creditors; or (iii) is unable to meet its financial obligations, causing it to cease doing
business as a new and used car sales and service facility, then this Agreement shall be
deemed terminated and of no further force and effect, and the parties are relieved of all
covenants, conditions, obligations and liabilities hereunder.
4. That during the period of time that the Developer is receiving a sales tax rebate
the Developer agrees that if any action is undertaken to reduce the Real Estate Property
taxes for said Property, such action shall not seek a reduction lower than assessed
valuation as of January 1, 2007.
5. It is acknowledged by the parties hereto that the City has specifically relied
upon the agreement by Developer contained in this Section 3 as an inducement both to
providing assistance to the Developer in procuring financing for the Project and to
executing this Agreement. It is, therefore, specifically agreed by the Developer as
follows:
a.) That this section or a summary thereof shall be contained in the
Memorandum of this Agreement which shall be recorded in the Office of Recorder of
Deeds of Cook County-.
b). Before commencement of construction of the Project as described herein,
Developer, at its expense, shall secure or cause to be secured any and all permits,
documents or plats which may be required for the construction of the Project by City
Ordinances, and any other governmental agencies having jurisdiction over such
construction, development or work, or such portion of the work being performed,
including, without limitation, any applications and permits, documents or plats which
may be required to be obtained from any local, federal or state environmental protectiop
agency, the Metropolitan Water Reclamation District of Greater Chicago, or from any
other agency winch may have or exercise any jurisdiction of any type whatsoever in
connection with the Project_ Developer shall apply for a permit for the work on or before
November 1, 2005. The City shall not oppose any such application pending for permit
before another governmental body or agency, provided such application is consistent vnth
all Legal Requirements. The City shall provide all proper assistance to Developer in
securing such permits and shall promptly issue all permits required to be issued by the
City, and agrees to sign other permits, documents or plats which require execution by the
City, provided such permits, documents or plats comply with all Legal Requirements (as
defined herein). Except as provided in this Agreement, the costs of the Project and all
improvements on the Property shall be borne and paid for by the Developer or its tenants.
7
Notv.ithstanding anything to the contrary herein. Developer agrees that the
Construction of the Project shall conform to any and all Cite ordinances, resolutions and
reculations in effect at the time this &xurnent is etecuted l"Legal Requirements").
Developer further agrees io satisfy all applicable City ordinances and
requirements. including bui not limited to subdividing or re -subdividing the Property (to
the extent applicable), in the event of sale of any portion of the Property.
Section 4. City Responsibilities.
A. In consideration of Developer's redevelopltient of the Project as described
in the Recitals hereof, the City agrees to reimburse Developer for a portion of its
Project Costs (as defined in Section 5A) from a portion of tiie City's Tax Revenue Share
(as defined in Section 1). Each Revenue Year (as defined below), the City's Tax
Revenue Share will be allocated to the City and Developer based upon the allocation
specified in Section 3C below.
B_ As used herein, the following terms have the following meanings:
C. Distributions of the City's fax Revenue Share to the City and Developer
shall be in the order and priority set forth below and shall be paid at the time and in the
mariner set forth in Section 5B.
1. For each revenue year. the City and the Developer shall share equally the
sales tax revenue received equal to the Base Revenue Year.
2. The Developer shall receive all incremental sales tax until such time as the
Developer has received a minimum of the greater of $1,350,000 or 15% of total Eligible
Project Costs but in no event greater than the maximum of $1,500,000.
The disbursements hereinabove set forth shall be prorated on a daily basis for any
partial Revenue Years (as defined herein). Notwithstanding anything to the contrary
herein contained, the City shall have no obligation to disburse to Developer any portion
of the City's Tax Revenue Share accruing or arising after the Expiration Date (as defined
in Section 24 hereof). An example of the foregoing allocation provision is attached
hereto as Exhibit G.
Section 5. Developer's ]£responsibilities - and Use of. Citv Sales Tax
Reimbursement.
A. At the time of the execution of this Agreement, Developer shall provide the
City the sum of $75,000.00 (seveniv five thousand dollars) towards the City's stseetscape
plan for Chicago Avenue as it fronts on the Toyota Property attached hereto as Exhibit H
and the City shall be responsible for the constriction of same-
1 _ Eligible Project Costs. All monies paid to Developer by the City pursuant to
this Agreement shall be utilized by Developer for the payment of or reimbursement for
the actual aggregate identified extraordinary costs (the "Eligible Project Costs"), which
include cost of site purchase, site improvements. base shop space N ork, exterior work.
exterior IiLtitine. roof improvements. H\'AC. base tenant improvement wvork. demising
walls, clean-up. parking lot. signage. utilities. environmental, facade. landscaping. and
associated soft costs. In no event will the monies paid by the City- to the Developer
exceed the Maximum Reimbursement.
The folio,ving shall be conditions precedent to the City's obligation to pay any
monies to the Developer:
(a) The Developer shall not. in the sole determination of the City (reasonably
exercised)_ and without the prior consent of the CAN have made any adverse material
changes to either the scope of the Project or to the Project Budget or the Site Plan;
(b) A certificate of occupancy for the Automobile Sales Center shall have
been issued (issuance of said certificates of occupancy shall hereinafter be referred to as
"Project Completion"); and
(c) The Developer shall have provided the City with the following:
(1) a certified copy by the architect of the final Project Budget;
(2) tender or title company disbursement statement as of Project Completion
including purchase and other eligible costs;
(3) certified copy of Developer's mortgage and construction loan agreement
for the Project
The City shall have sixty (60) days after receipt of these documents within which
to verify the sufficiency of the information contained therein as to Eligible Project Costs.
The parties agree that no audit of the Eligible Project Costs shall be necessary if the total
amount of such costs contained in the budget submitted pursuant to this section has not
varied more than $500,000.00 from that contained in Developer's Project Budget
submitted pursuant to Section 3 hereof. if it is determined that an audit of said costs is
necessary, an independent auditor, agreeable to both parties, shall conduct said audit
within ninety (90) days of said determination_ The expense of said audit shall be borne by
Developer, who will cooperate in all reasonable ways with the conduct of the audit.
Within thirty (30) days after delivery of the aforesaid certificate and
documentation, Developer agrees to deliver to City reasonably satisfactory evidence of
payment of such Eligible Project Costs, such as a contractor's sworn statement, and
evidence of lien free completion, such as waivers of lien or a clean title police.
B. Manner of Funding Eligible Project Costs. City's payment or
reimbursement of Eligible Project Costs shall be made on a semi-annual basis, :within
chirty (30) days after the last day of the fast six (6) months and then the last six (6)
months of each Revenue Year.
W
t ) The Cite shall make all reasonable efforts to ascertain the City's Tax Revenue
Share from the Illinois Department of ReN enue for each Revenue Year. Developer agrees
to obtain and provide the CM, with the ST-1 forms for the Property after the date of this
Agreement. Developer further agrees to use all reasonable efforts to obtain and provide
the City with the ST-1 forms. Provided the Cite obtains the City's Tax Revenue Share
information from the Department of Revenue or. failing that, provided the Developer has
caused the ST-1 forms or other similar information to be delivered, the City shall provide
Developer with a report of all of the City's Tax Revenue Share for the Property received
during the prior six (b) month period. together with a payment in the amount of
Developer's pro rata share of any and all of the City's Ta-x Revenue Share received by the
Cit- and then due and owing Developer, pursuant to Seetion 4 hereof. Within sixty (60)
days after each Revenue Year, the City shall notify Developer of the actual amount of the
City's Tax Revenue Share received for such Revenue Year. C) The City- shall take
whatever action necessary and the Developer agrees to cooperate and provide any
information necessary to determine the amount of Sales Taxes generated by the Project.
The Developer shall take all reasonable actions necessary to provide the City with any
and all documentation and shall provide the City with a power of attorney letter, if
necessary, addressed to and in a form satisfactory to the Department of Revenue
authorizing the Department to release all general sales tax information to the City.
2). The Sales Tax Reimbursement set forth herein shall be subject to the
following additional terms and conditions:
a) Such sales tax shall be payable solely from Sales Taxes actually received by the
City from the Department of Revenue and originating from the taxable activities of the
Property, and the City shall not be obligated to pay any Sales Tax distributions identified
herein from any other fund or source.
b) The parties acknowledge that the agreement to distribute Sales Taxes as herein
provided is predicated on existing law. If the State of Illinois should reduce the City's
share of sales tax generated from the private development, the parties hereto agree that
the City may enact or adopt an ordinance under its Horne Rule Powers providing for a
replacement tax equal to the amount so eliminated or reduced by the State of Illinois.
Said ordinance shall contain the same terms as to the amount and maruter of receipt of
said monies as were so eliminated or reduced. This Agreement shall be applicable to
such replacement tax as if it were the sales tax. In the alternative, the Developer agrees to
provide the City with a Payment In Lieu of Taxes as deten -tined by the City so as to be
comparable of sales tax.
c) The City shall not. under any circumstances, be required to impose a municipal
sates tax or other tax for the purpose of providing a source of funds for the Sales Tax
Reimbursement herein.
d) The City to the fullest extent permitted by law, shall treat information received
from the Developer pursuant to this section, as confidential proprietary business
infornation tinder the Illinois Freedom of Information Act.
10
-3) The City and Developer agree that this Agreement is for the benefit of the
parties hereto and not for the benefit of any third party beneficiary. Except as other -wise
provided herein. no third party shali haxc any rights or claims against the City arising
from this Agreement.
C_ Developer's Sales Tax Rebate The developer shall receive up to $1.5 million
in sales tax reimbursement for the project costs undertaken to remain in Evanston. The
developer represents and .warrants that an automobile sales center shall be in operation at
said location for a period of time sufficient for the City to receive a full reimbursement of
the sales tax rebate received bw the Developer but no less than five (5) years after receipt
of the last sales tax rebate. if the developer sells said dealership prior to the developer
receiving the full sales tax rebate. sales t,-vt reimbursement shall cease and the City shall
have no obligation to continue the reimbursement_ If the developer has received the full
sales tax rebate, the Developer agrees to reimburse the City for an amortized refund of
the monies received. Said amount shall be calculated in the formula set forth in Section 3
B (3).
The developer agrees tc maintain operation of an automobile sales center equal to
or better to the existing for a period of five years after the developer has received the
sales tax rebate.
Section b. Permit Proeessie►p, The City shall diligently process all
applications by Developer for all approvals, permits and inspections relating to the
redevelopment of the Property in accordance with the provisions of this Agreement,
including, but not limited to. demolition permits, grading permits, building permits,
occupancy permits, site work improvements and all required engineering plans and
specifications. A reasonable failure on the part of the City to grant any required approval
or issue any required permit shall not be deemed a default, or the cause of a default, by
the City under this Agreement provided the Developers plans do not conform to the
City's ordinances and codes
Section 7. SiggaM. The signage for the Project shall be substantially as
depicted and set forth on the Site Plan, and which shall be submitted for approval in
accordance with the City's ordinances, resolutions and regulations in effect at the time
this Agreement is executed.
Section g. Access to Utilities. The City shall permit Developer to make the
usual and customary connections to water and storm sewer facilities to serve the Project
in accordance with the Site Plan and approved engineering plans and all applicable City
ordinances and requirements.
Section 9. Certificate_. of Completion. After Project Completion, upon
application of Developer, the City vrill make a determination as to Developer's
satisfaction of its obligations under this Agreement, and upon such reasonable
determination shall certify as to such satisfaction. The certification by the City shall be
conclusive determination of the satisfaction and termination of slach obligations of
Developer under this Agreement, including the obligations set forth in this Section 9 with
reeard to the verification of Fligible Protect Costs. The certification shall be in such form
as will enable it to be recorded_ L'E\ln written request by the Developer for any such
certificate of completion. the Cit. shall within sixty (60) days after receipt of the same
provide the Developer. as the case ma% be. either with a certificate of completion or a
N;ritten statement indicating in adequate detail how Developer has failed to satisfy said
obligations in accordance voth this agreement, or is other"Ise in default, and what
measures or acts will be necessary, in the opinion of the City. for Developer to obtain the
certification. If the City requires additional measures or acts of Developer to assure
compliance. Developer shall resubmit a written request for a certificate of completion
upon compliance with the City's response. and such certificate shall be issued by the City
in accordance %%ith the provisions hereof.
Seevon 10. Ownership of the Propero-; Restrictions on Transfer
A. Developer agrees that it will not sell. convey or transfer ownership of any
portion of the Property prior to having, received a certificate of occupancy.
B. Developer agrees that because of the consideration previously provided by
the City as set forth in the Recitals hereof, any sale, conveyance or transfer of ownership
of any portion of the Property by Developer and its successors and assigns after the
completion of the redevelopment project and the dealership is opened for business shall
be subject to the follotiing restrictive covenant or deed restriction which shall run with
the land:
For the term of the Agreement. the Property shall not be transferred in any way to
a tax exempt entity and the Property shall not be removed from the real estate tax rolls
and the use thereof shall not be changed so as to eliminate any sates tax revenue
generated from the Property without the prior express written approval of the City (which
approval shall be in the sole discretion of the City).
C. Notwithstanding the provisions of Section 24 of this Agreement, any
violation of the provisions of Section 10B shall constitute a material breach of this
Agreement and upon the occurrence of such, the then current owner of the Property (arid
Developer, if it was the transferor) shall (jointly and severally if more than one party) be
obligated to refund to the City any and all monies as set forth in Section 3 B (3).
D_ Nohvithstanding any provision herein to the contrary, in the event of a
foreclosure or deed -in -lieu of foreclosure or purchaser at foreclosure sale. and upon
submittal of documents to the City exidencing same, the City will approve a transfer of
Title to Developer's Mortgagee.
Section 11. Sales Tax Rcroor-ts: Concurrent with the filing of any and all
reports with the Illinois Department of Revenue or any successor agency. Developer
shall furnish or cause to be furnished to the City (to the attention of the City's Finance
L)irector) copies of any and all sales tax returns, sales tax reports, amendments, proof of
payment or any other sales tax information filed with the State of Illinois or other
applicable governmental entity. In the event the State of Illinois is unable or umvillmi g to
12
provide such information to the Ciiti-. De,, eloper shall. upon at least thirty (30) days prior
written request thetelorc, provide the Cit. N%ith all documentation available to Developer
that the City- reasonably deems necessarc to accurately' determine the amount of the
Citn-`s Tax Revenue Share. To the extent permitted by la-.N-. the City- shall maintain the
confidentiality of the information contained] in such reports. Developer acknowledges
and agrees that the provisions of this Agreement shall be a matter of public record, as
shall any and all payments made by the City- to Developer pursuant to this Agreement.
Developer further covepants and agrees. that upon the request of City, Developer shall
furnish such consents or waivers as may be required by the Illinois Department of
Revenue. inciuding but not limited to, a Consent to Disclosure Statement in form and
content satisfactory to Developer, in order to release the above -described sales tax
information to the City, Developer and City agree and acknowledge that_ any
disbursements of Cih•'s Tax Revenue Share due it for any Revenue Year can only be
trade from and to the extent of sales data submitted in accordance with this Section.
Developer agrees to make the obligations contained in this Section a part of any contract
to sell any portion of the Property.
Section 12. Reimbursement Mechemism. The City shall remit in full to
Developer the portion of the City's Tax Revenue Share to which Developer is entitled in
such amounts and at such times as determined in Section 4, Section SB and Section 11
above. The City shall be liable to Developer for disbursement of monies hereunder only
to the extent of the City's 'Fax Revenue Share actually received from the Illinois
Department of Revenue or other applicable governmental agency or body. Any payments
determined to be due to Developer from the City based upon sales tax returns. and shall
be reduced by the amount of any and all collection fees imposed upon City by the State
of Illinois or the Illinois Department of Revenue or other applicable governmental agency
or body, for collection of the Sales Tax Revenue.
Section 13. Insurance
Any contactor chosen by the Developer or the Developer itself shall be required
to obtain and keep in force at all times until completion of construction, policies of
insurance including coverage for contractor's general liability and completed operations.
The Developer, as an owner, shall be required to purchase and maintain property
insurance upon the Project to the full insurable value thereof. This insurance shall insure
against the perils of fire and extended coverage and shall include "All Risk" insurance for
physical loss and damage. The contractor or the Developer, as the case may be, shall
name the City of Evanston as an Additional Insured and shall furnish the City with a
Certificate of Insurance evidencing policies as required above. Such certificates shall
state that the insurance companies shall give the City prior written notice in the event of
cancellation or material change in any of the policies_
Section 14. Casualty / Extension of Term.
In the event of or destruction of •
improvementsoil the property during the term of 1 and Developer
not • rebuild said improvements or fa.ils to promptly c• pursue
13
�,.a.&`' ti-�rt�4'•! -3" 4t f "ate ?i `ram-;�{.r ;? i'iz�. 3 a Z �c �.. ;� -i.. • f -
said reconstruction and recommence its retail operations an the Property within twelve
t 121 months after the date of said casualt%. Developer shall be obligated. after satisfying
its marteageetsf if an%. to refund to the City, from insurance casualty insurance proceeds
received b-,- Developer. and pari passu with Developers equity, the portion of the City's
Tax Revenue Share theretofore received by the Developer. The City shall be named as
beneficiary and co -payee on any and all insurance proceeds. The City's interests shall be
limited to the amount of iitaximum Reimbursement.
Section 15. Indemnification.
Developer agrees to indemnih- and hold harmless the City, its officials, whether
appointed or elected. and whether or not serving at the time of commencement of this
Agreement. its officers. employees. volunteers and agents (the "City Inde)[Hniried.
Parties"), from any and all claims. actions and suits (together with the City's reasonable
attorneys' fees and costs) at lain or in equity (collectively, 'Claims") arising solely out of
this Agreement or out of the operation of automobile sales centers or alleged to have
arisen solely out of acts of Developer_ provided, however, that said indemnification is
hereby expressly limited to the extent of reimbursement payments actually made by the
City to Developer hereunder: and Further provided, however, that the foregoing
obligation shall not extend to the extent any Claim arises out of the gross negligence or
willfitl misconduct of any City Indemnified Party.
Section 16. Mutual Assistance. Developer and the City agree to do all things
practicable and reasonable to cam° out the terms and provisions of this Agreement and to
aid and assist each other in carrying out the terms hereof.
Section 17. Additional AzTeements and Covenants of Developer. In
accordance %with the City's financial commitment to the redevelopment of the Project
Area; Developer agrees and covenants with the City as follows:
A. That it will cause the Project to be constructed and completed in a good
and workmanlike manner and in compliance with all applicable federal, state, county, and
City laws, regulations, and ordinances covering same;
B. That the Maximum Rebate the greater of 15% of the Eligible Project Cost
or S 1,350,000. but not greater than S 1.500,000.
C. Developer agrees that the general contractor hired by Developer to
complete the Project shall use good faith commercially reasonable efforts to hire, trait
and retain, or cause to be hired, trained or retained, during such construction contract at
least three (3) laborers who reside in the City if the contractor has a need to increase the
workforce for this project.
Section 18. Anti -Discrimination, Minority Business Enterprises, Etc.
A. Developer agrees to comply with all applicable laves prohibiting
discrimination against any employee or applicant for employment because of race, color,
religion, sex, national origin or sexual orientation. Developer agrees to make good faith,
14
commerciall% reasonable efforts to haA a its general contractor and major subcontractors.
to the extent the,,- hire rc�N employees and can include minorities. women and Cite
residenu to cork on the Initial Constniction of Project. hire minorities. women or City
residents, in am- combination. at a cumulative rate of fifteen percent 15% of the total
trade labor work force. Nothing herein shalt require Developer or its contractors or major
subcontractors to displace anv employees in its current work force to achieve the
foregoing goal. The foregoing requirement shall apply to the Project taken as a whole.
B. Notwithstanding the foregoing provisions, Developer shall be entitled to
employ union labor heretmder pursuant to the rules. regulations and practices of
applicable unions.
C_ Developer's contracts vith
construction of the Project shall contain
requirements of this Paragraph 18.
contractors and major subcontractors for
provisions, which are consistent with the
Section 19. NO DISCRIMINATION CONSTRUCTION — 3T SMESS
PARTICIPATION.
A. Developer, agrees to comply with all applicable laws prohibiting
discrimination against, or segregation of, any person, or group of persons, on accotutt of
sex, race, color, creed, national origin, disability or sexual orientation in the sale, lease,
sublease, transfer, use, occupancy, tenure or enjoyment of the Property.
B. Developer shall exercise its good faith, commercially reasonable efforts to
secure minority, women. and City business enterprises to participate in all construction
and service contracts for the Project.
C_ Developer agrees to actively participate in the City's Sur -rimer 'Youth
Employment Program by hiring at least one youth each year during the term of this
agreement. .
Section 20. Employment Opportunities Marketing.
Developer agrees to cooperate with the City to seek to employ Evanston residents
if the Developer increases his workforce_
Sec"i n 21. Default Remedies.
Except as otherwise provided in this Agreement, in the event of any default or
breach of this Agreement or any terms or conditions by any party hereto, such party shall,
upon written notice from the non -defaulting party, proceed promptly to cure or remedy
such default or breach within sixty (60) days after receipt of such notice. If any such
default is incapable of being cured within said sixty (60) day period, and the defaulting
party commences to cure the default within said sixty (60) day period and proceeds with
due diligence, then such party shall not be deemed to be in default under this Agreement.
Notwithstanding the foregoing, with respect to the City's obligations under Paragraph 3
hereof, the City shail have live (5) business days after receipt of notice to cure or remedy
15
a default. In case any action hereunder is not tal en or not diligently pursued or the
default or breach shall not be cured or remedied within the above periods. the aggrieved
party ma% institute such proceedings as may be necessan- or desirable in its opinion to
cure and remedy such default or breach. includinti. but not limited to. an action to restrain
am such default or breach of its obligations. an action to compel specific performance by
the party in default or breach of its obligations. an action to recover damages against any
party- liable pursuant to the provisions hereof. or an\ other action at lain or in equity.
However. notwithstanding the foregoing, the sole remedy of Developer in the event of a
default by the City in any if the terms of this agreement is to institute legal action for
payment of amounts owed Developer. Under no circumstance will the City have any
other monetary liability or damages, compensatory or punitive, under the provisions,
terms and conditions of this Agreement, except for payment of Developer's reasonable
attorneys fees in the event it obtains final non -appealable judgment against the City for
breach of this Agreement. Ir, addition. notwithstanding the foregoing, the sole remedy of
City in the event of a default by the Developer in any of the terms of this Agreement is to
institute ieeal action for payment of the reimbursement amounts owed the City. Under
no circumstance will the Developer have any other monetary liability or damages,
compensaton- or punitive, under the provisions. terms and conditions of this Agreement,
except for payment of the City's reasonable attorneys fees in the event it obtains final
pion -appealable judgment against the Developer for breach of this Agreement. Except as
otherwise set forth in this Agreement, the rights and remedies of the parties to this
Agreement_ whether provided by law or this Agreement, shall be cumulative and the
exercise by any party of any one or more of such remedies shall not preclude the exercise
by it at the same time or different times of any other remedies for the same default or
breach by any other party. Any delay by any part in instituting or prosecuting any
actions or proceedings or asserting its rights under this Agreement shall not operate as a
waiver of such rights in any way; it being the intent of this provision that such party
should not be constrained so as to avoid the risk of being deprived of or limited in the
exercise of the renedies provided in this Agreement because of the default involved. No
waiver made by any party with respect to any specific default by any other party under
this Agreement shall be construed as a waiver of rights with respect to any other default
by the defaulting party under this Agreement or --;ith respect to the particular default
except to the extent specifically waived in writing.
It is further agreed by the parties hereto, that the City shall have the right to
suspend and stop all payments to the Developer hereunder upon Developer's breach of
this Agreement (after applicable notice and expiration of applicable cure period), even if
said payments shall be due and owning to the Developer at the time of said breach.
Section 22. Entire Agreemenl. This Agreement sets forth all the promises,
inducements. agreements, conditions and understandings between Developer and City
relative to the subject matter hereof, and there are no promises, agreements, conditions or
understandings. either oral or written, express or implied, between thtm, other than are
herein set forth.
Section 23. Survival of Terms, Binding uuon Successors. The covenants,
terms, conditions, representations, warranties, agreements and undertakings set forth in
ILI
this agreement (and specifically including. without limitation. those cotenants. terms.
conditions, representations. -,+arranties. agreements and undertakings which survive the
tennination of this .-agreement) shall be binding upon and inure to the benefit of the
parties hereto and their respective successors. assigns and legal representatives. and the
covenants. provisions and agreements herein contained shall run with the Property and
shall expire tx%elve ! I-') months after the Expiration Date (as defined herein).
Section 24. Term of Agreement and Redeveloomcut Plan. The term of this
Agreement shall commence as of the date of execution hereof and shall expire upon the
earlier of the following (the "Expiration Date").
Section 25. Governing Law. The validity. meaning and effect of this
Agreement shall be determined in accordance with the laws of the State of Illinois
(without giving effect to Illinois choice of law principles).
Section 26. Supplemental ALrreements. The parties agree to cooperate in
order to execute such supplemental agreements, memoranda and similar documents as
may be necessaries to implement the tenns of this Agreement.
Section 27. ]Force itilajeure. Performance by any party hereunder shall not be
deemed to be in default where delays or defaults are due to war, insurrection, strikes,
lockouts, riots. floods, earthquakes, fires, casualties, acts of God, acts of the public
enemy, restrictive governmental laws and regulations, epidemics, quarantine restrictions,
freight embargoes. lack of transportation or labor and material shortages. An extension
of time for any such cause shah be for the period of the delay, which period shall
commence to run from the time of the commencement of the cause, provided that written
notice by the party claiming such extension is sent to the other party not more than thirty
(30) days after the commencement of the cause or not more than thirty (30) days after the
party claiming such extension could have first reasonably recognized the commencement
of the cause, whichever is later.
Section 28. Notices. Any notice, request, demand or other communication
made in connection with this Agreement shall be in writing and shall be deemed to have
been duly given. served and received on the date of delivery. if delivered to the persons
identified below- in person, by courier service or by facsimile copy transmitted on a
business day before 5:00 p.m., or the next business day thereafter if not so transmitted
(with original copy mailed the same day- in accordance A-ith the provisions of this
Paragraph), or fine (5) business days after mailing if mailed by certified mail_, postage
prepaid, return receipt requested, addressed as follows:
If to the Cit%-:
Cite of Evanston
Civic Center
2100 Ridge Avenue
Evanston, IL 60201
17
attention: City Manager
Facsimile: 847-448-8083
Cop) to:
Herbert D. Hill
I" Assistant Corporation Counsel
City of Evanston
Civic Center
2100 Ridge Avenue — Suite 4400
Evanston. IL 60201
Facsimile: 947-"8-8093
If to Developer:
Autobarn Motors. Ltd.
1033 Chicago Avenue
Evanston, IL 60202
Attention: Richard Fisher
Facsimile: 847-501-2779
Copy to:
Statland & Valley
10 South LaSalle Street
Suite 900
Chicago, IL 60603
Attention: Jay L. Statland
Facsimile: 312- 849-4910
Section 29. Severabi;iity. If any provision, condition, covenant or other
clause, sentence or phrase of this Agreement is held invalid by a court of competent
jurisdiction, such provision shall be deemed to be excised and the invalidity thereof shall
not affect any other provision, condition, covenant or other clause, sentence or phrase
contained herein. Notwithstanding the foregoing, if any such invalid provision goes to
the essence of this Agreement so that the purposes of the Agreement Cannot be fulfilled,
then this Agreement shall terminate as of the date of such judgment.
Section 30. City Apvrov€ L A copy of the ordinance (or other City action)
approving of the terms and conditions of this Agreement and authorizing and directing
the City Manager to execute this Agreement on the City's behalf, certified by the City
Clerk, shall be provided to Develofer.
Section 31. Amendments; Recordation. This Agreement may be amended from
time to time with the written content of the parties hereto. The parties shall cause a
18
memorandum of this Agreement to be recorded in the Office of the Cook County
Recorder of Deeds.
Section 32. Miscellaneous. The parties hereto acknowledge and agree that the
indi-iduals %}-ho are members of the group constituting the corporate authorities of the
City are entering into this Agreement in their corporate capacities as members of such
group and shall have no personal liabBity to their individual capacities.
Section 33. Executrion of this Agreement. This Agreement shall be signed
last by the City and the City Manager shall affix the date o:t which he signs and approves
this Agreement on the first page hereof, which date shall be the effective date of this
Agreement.
(Signature Page Follows)
IN W11 NILSS W-HER-E-OF this Agreement has been duly authorized
by the Cin. Council
I Of the Citv of Evanston. Cook County, II]i' and approved
approved and executed by nois. and duly authorized.
above set fork_ as of the date and year first
I'M
a
M
CITY OF EVANSTON
ATTEST
CITY CLERK
EXHIBIT A
LEGAL DESCRIPTION 1001, 1012 and 1034 Chic -ago Avenue
1001 Chicago Avenue
Evanston, IL
Lots 10. 11 and 12 in Resubdivision of Blocks land 2 in White's Addition to
Evanston in the Northeast ','4 of Section 19, Township 41 North, Range 14,
East of the Third Principal Meridian, in Cook Cotmty, Illinois.
1012 Chicago Avenue
Evanston, IL
LOT i IN PLAT OF CONSOLIDATION OF LOTS 2.3,4.5 AND 61111
MERSCH HERS SUBDIVISION OF THAT PART BETWEEN CHICAGO
AVENUE AND RAILROAD LANDS OF THE SOUT1d 25 ACRES OF THE
NORTH 50 ACRES OF 94-1/2 ACRES TRACT DESCRIBER AS THE SOUTH
HALF OF THE EAST 32 RODS OF THE NORTH EAST FRACTIONAL
QUARTER. OF SECTION 19, TOWNSHIP 41 NORTH, RANGE 14, EAST OF
THE THIRD PRINCIPAL MERIDIAN, IN THE CITY OF EVANSTON, COOK
COUNTY. ILLiNOIS.
1034 Chicago Avenue
Evanston, IL
PARCEL 1: THAT PART OF LOT 4 LYING EAST OF THE EAST LINE OF
THE RIGHT-OF-WAY OF CHICAGO, EVANSTON, AND LAKE SUPERIOR
RAILROAD (EXCEPT THE SOUTH 35 % FEET THEREOF) IN J.M. MEYERS
AND OTHERS DIVISION OF THAT PART OF LOT 6, LYING WEST OF
THE GRAVEL ROAD. IN THE ASSESSOR'S DIVISION OF THE
NORTHEAST FRACTIONAL 'A AND THE EAST 32 RODS OF THE
NORTHWEST 'A OF SECTION 19. TOWNSHIP 14, EAST OF THE THIRD
PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS.
PARCEL 2: THAT PART OF LOT 3, EAST OF AND ADJOINING THE
EASTERLY RIGHT-OF-IVAY OF THE CHICAGO, EVANSTON AND LAKE
SUPERIOR RAILROAD. IN J.M. MEYERS AND OTHERS DIVISION OF
THAT PART OF LOT 6, LYING `R'EST OF THE GRAVEL ROAD, IN
ASSESSOR'S DIVISION OF THE NORTHEAST FRACTIONAL 'A AND THE
EAST 32 RODS OF THE NORTHWEST'/4 OF SECTION 19, TOWNSHIP 41
NORTH, RANGE 14, EAST OF TI IE THIRD PRINCIPAL MERIDIAN, IN
COOK COUNTY, ILLINOIS.
PARCEL 3: LOT 1 (EX-CEPT THE WEST 60 FEET) OF I-M.- MEYERS AND
OTHERS DIVISION TO EVANSTON, IN SECTION 19, TOWNSHIP 41
21
NORTH. RANGE 14. EAST OF THE THIRD PRINCIPAL MERIDIAN, IN
COOK COUIN-IY. I1-L(ti01S.
PARCEL 4: THE SOUTH 35 '/2 FEET OF THAT PART OF LOT 4, LYP,VG
EAST OF CHICAGO, EVANSTON AND LAKE SUPERIOR RAILROAD IN
J.?A. MiEYERS AND OTHERS DIVISION OF THi PART OF LOT b, LYING
.VEST OF THE GRAVEL ROAD IN ASSESSOR'S DIVISION OF SECTION
19, TOWNSHIP 41 NORTH. RANGE 14, EAST OF THE THIRD PRINCIPAL
MERIDIAN, IN COOK COUNTY, ILLI-NOIS.
22
EXHIBIT B
1015 Chicago Avenue, 1033 Chicago Avenue and 520 Greenleaf (collecti-veh- the
TOYOTA PROPERTY)
Parcel 1:
Lots 3, 4, 5 and 6 in Block 1 in the Resubdivision of Block 1 and 2 of White's
Addition to Evanston, being part of the Northeast 1./4 of Section 19, Township 41
North, Range 14, East of the Third Principal Meridian, is Cools County, Illinois.
s arcei 2:
The North 28 feet of Lot 7 in Block 1 in the Resubdivision of Blocks 1 and 2 in
White's Addition to Evanston, being a subdivision of pant of the South 1/2 of the
Northeast 114 of Section 19, Township 41 North, Range 14, East of the Third
Principai Meridian, in Cook Count', Illinois.
Parcel 3:
The easterly 95 feet of Lot I and 2 in Block 1 in the resubdivision of Blocks I and 2
of White's Addition to Evanston in Sections 19, Township 41 North, Range 14, East
of the Third Principal Meridian, in Cook County, Illinois.
Parcel 4:
Lot 1 in Levy 'Venture Management Coosofidation, of Lot 7 (except the North 28
feet th--reof) and all of hots g and 9 in Block 1 in White's Addition to Evauston,
being part of the Northwest 114 of Section 19, Township 41 Forth, Range 14, East of
the Third Principal Meridian, in Coolt County. Illinois.
23
EXHIBIT C
8/15/2005
40-R-05
A RESOLUTION
Authorizing the City Manager to Sign
A Redevelopment Agreement for Salem Tax Sharing
with Autobarn Motors, Ltd.
WHEREAS, the City, pursuant to Section 10 of Article V11 of the
Constitution of the State of Illinois, is authorized to contract or otherwise
associate with individuals in any manner not prohibited by law or ordinance; and
WHEREAS, 65 ILCS 5/8-1 1-20 (the `Statute") authorizes municipalities to
enter into economic incentives agreements in order to encourage the
development or redevelopment of land within their corporate limits; and
WHEREAS, Autobam Motors, Ltd. (the "Developer") is the owner of an
automobile sales center (the "Center") located at 1001, 1012 and 1034 Chicago
Avenue in Evanston, which is located on real estate legally described and
depicted in Exhibit A of the Agreement attached hereto and made part hereof,
doing business as the Autobarn Mazda of Evanston and Autobam Volkswagen of
Evanston and has been in operation for approximately 12 years; and
WHEREAS, the Center has generated for calendar year 2003
$291,500.00 in sales tax revenue to the City (tho "Base Year Sales Tax"); and
24
WHEREAS, Developer has purchased approximately 5.3 acres of real
estate located at 3450 West Oakton Street in Skokie, Illinois and has announced
an intention to relocate a major portion of the automobile dealership including
sales and service to said community; and
WHEREAS, said relocation will result in a substantial reduction in sales
tax revenue to the City of Evanston; and
WHEREAS. Developer has expressed his willingness to remain in the
City of Evanston if the City agrees to rebate a portion of any sales tax revenue
received by the City that are generated by the redevelopment of certain property;
and
WHEREAS, the property at 1015 and 1033 Chicago Avenue and 520
Greenleaf (ihe "Toyota Property") currently operated as an automobile
dealership known as Evanston Toyota will be closed and will cease all operations
as of November 1, 2005 and thereby will no longer contribute to the sales tax
base of the City, which real estate is legally described and depicted in Exhibit B
of the Agreement attached hereto and made part hereof; and
WHEREAS, Developer has expressed a desire to purchase and redevelop
the Toyota Property for the purpose of relocating and expanding a portion of its
existing automobile dealerships including the relocation of the Volkswagen and
Mazda operations; and
25
WHEREAS. a portion of the existing Center located at 1034 Chicago
Avenue will remain in operation as a used motor vehicle sales facility; and
WHEREAS, the Toyota Property and 1034 Chicago Avenue ;nine
"Proparty"y will be the location of the expanded and relocated Automobile Sales
Center; and
WHEREAS, Developer desires to redevelop an automobile sales center
area on the Toyota Proper=; and
WHEREAS, such automobile sales center will include a relocated
Volkswagen and a relocated Mazda dealership; and
WHEREAS, the extraordinary costs associated with the acquisition and
redevelopment of the Property, including the Toyota Property, require certain
incentives from the City, and the incentives that will be offered to offset these
extraordinary costs will be in the form of rebates from the City's portion of local
sales taxes generated on the Property; and
WHEREAS, the City desires to increase sales tax revenues, property tax
revenues, retain existing businesses, diversify the tax base, create new jobs, and
provide for the general enhancement of the tax base of the City for the benefit of
the City and other governmental entities; and
WHEREAS, the City has determined that providing financial assistance in
ft form of such sails tax rebates is a proper exercise of its horse rule powers;
and
26
WHEREAS, the City. in reliance on historical growth data of the
Developer, has prepared certain sales tax projections, copies of which are
attached hereto and made a part hereof as Exhibit D of the Agreement, setting
forth certain potential real estate and sales tax revenues to the City and Certain
other governmental bodies; and
WHEREAS; pursuant to the Statute, the City Council of the City of
Evanston have made the following findings with respect to the Property, including
the Toyota Property, and the Project;
H. The Project is expected to retain and to create job opportunities within
the City;
I- The Project will serve to further the development of areas adjacent to
the Property;
J. Widhout this Agreement, the Project would not be possible;
K. The Developer meets high standards of credit worthiness and financial
strength;
L The Proiect will maintain the neighborhood commercial base of the
City;
M. The Project will protect and enhance the sales tax base of the City;
and
N. This Agreement is made in the best interest of the City.
27
WHEREAS, the Developer represents and warrants that the Project
requires economic assistance from the City and but for the undertakings of the
City as set forth in this Agreement. Developer would not acquire the Toyota
Property, or construct the Project on the Property and would relocate to Skokie,
and
WHEREAS, the City has agreed, pursuant to the terns of this Agreement,
to provide certain sales tax sharing provisions in order to insure the economic
feasibility of the Project which will have the benefits described above.
NOW, THEREFORE, RE IT RESOLVED BY THE CITY COUNCIL OF
THE CITY OF Ee ANSTON, COOK COUNTY, ILl.11 OIS:
SECTION 1: That the City Manager is hereby authorized and directed to
sign a Redevelopment Agreement with Autobarn Motors, Ltd., for sales tax
sharing, attached hereto as Exhibit 1.
SECTION 2: That the City Manager is hereby authorized and directed to
negotiate any additional conditions of the application as may be determined to be
in the best interests of the City.
SECTION 3: That the Resolution shall be in full force and effect from and
after its passage and approval in the manner provided by law.
Lorraine H. Morton, Mayor
28
ATTEST:
City Cleric
Adopted: , 2005
29
EXHIBIT D
SALES TAX PROJECTIONS
30
S,,A" Tax_
;Extirrztod Sales
C-.sbn=%d Uy Sales Tax Gemrafed
.2= AAftbam Sales Tax Save
i
!Dace Sa*s Tax to City
j4e Salas Tax to Developer ( Row A - C)
,tnve,,4a (ciperisese) over 2004 Base Sales Tax to City
,C4erw�azlye Sales Tax to Developer
�a- Proveny Tax
V4t:f6=l City Property Tax from UnWmements (a)
4
ML ;W, City Payback
�C4y Ne Payback Pe6cd
I 4L�K Eva=ton Corr I!LqaLkLMEt)St
A&§asnnat Pmpe,,Iy Toes to Sdtocb (0
;Cv-aTtgm Community Payback POW
Chy of Evanston
Economic DeveBopment Committee Analysis
Sales Tax Sharing Payback Proforma - Autobarn
FY 2W
EX M7
EY
ELMO
FY2011
F—YZQ 12
FYM
I35.500.000
$40,014,000
M,000. DOO
$51,250.WO
$52,631,250
$53,844,531
$555, 190,645
$56,57 AII
A
$355,WO
$4170,0W
S500,000
$512,500
$538,445
$551.906
SM,704
5291,500
$291,500
$291,500
$291,SW
so
$o
$o
C
$145,750
S145,750
$145.750
$145,750
$145,750
$291,500
s291,500
$2!)-1500
$364,250
05
S"9,250
$254,250
$3M,750 i
$315.500
$0
(iM0,500)
($M.SW)
(MUM
(S30500)
M,553
$216,445
3229,906
MA4,7D4
S?09.250
$463,5W
$817,7550
31,184,500
SUM=
$0
$o
so
$0
$o
$29.958
M956
M.M
W,707
$30,707
=.707
(sin.2w
0362A1 I
(6408,792)
($645,0M)
($727.313)
($219,647)
WAS4
so
$0
$1 D4,7 10
004,710
$104.710 ±
$107.328
$107,328
$104.328
($176.250)
MM.-%M
($394,082)
($436.W4)
($477.246)
($309,015)
W.465
$413,407
A=m=oe 2.5%."Ies incre—me per year for FY M and beMid
Ajmaiw spit 2003 tax base *0 100% ktament 904V to Autobam to a Omit of $1.6 MAW
(a) 22.5,98,699 added imprvvCrnenI3, 2.5% 4-cmase in reasse=ffxw yeors
7121/2005
City of Evanston
Economic Development Committee Analysis;
Lost revenue if Autobam Leaves
FY 2W FY 2007
FY 2008
FY 2M
FY 2010
FY 2MI
FY 2"2
FY 2213
TOTALS
Lost Base Saks Tax $322,0DO $322,000
=2,000
$322,000
$322.000
$32ZODO
$=,OW
$322,000
$2,576,000
Lost Added Sa:er Tax (a) $33.000 .7� 8,
1178,000
$190.500
203,313
21 445
12.-
.43 7D4
$1,372.,
Total Lost Sales Taxes 5355,M0 $400,000
$500,000
$512,500
$525.313
$538,445
$551,906
YM5,704
� # ,898.,
(a) Based on profamia projections of Autobam sales growth
446.8 tr public
--------7— — — — — — --------- c .�
— — — — - — — — — — — — — — — --- — — — — — — — — — — — — — — — — — -
>
NEW VOLKtAGOt A DEALERSHIP
•
CC
4
Ch Ica go A ven Lie
U. 5
DESIGN
=zm�.-ITE PLAN & ROOF PLANS
EXHIBIT E
PROJECT BUDGET
32
IUMIBIT F
City of Evanston
Ec.-namic
Dr."lopment CommP.toe
Analysis
S.a9es T;wx
Sta«.aing Payback Proio"na
- Autobam
FY 2W-
FY xw
DLM
FY
_ tU
Mall
FYRCIi
� ,ton:nad Sa>r:
r..5.500.000
S :0 We 000
S50 000 000
S51.250.000 $52 $31 250 -
553 0" 531
555.180,645
556.570,411
Esbna&d Cby Sachs Tax Gc-,�V.od A
S355.000
S40000C
SSW 000
5512 500
5525 313
SSlb 45
$SS7,906
y565,704
LESS
�003 A=tarn S.Was Tu Base 0
5291.500
V91 500
S291 5m
S?9t 500
9291.500
SO
SO
s0 ;
t3rae Sdss 'raa to Cdy c
$145,750
5145. 50
$145,750
5145.750
5145.750
5291.5a0
f>291,500
=1,5m
�rzt Scrim Tax to Dew ope ( Row A - C) 0
1209,250
S254250
$354 AM1
5366,750
!!!
5315,500
°A
50
54
ltntssa.c (eecmaseI w&r W034 a&m Satin-. Tva to Cry
(M.500)
('sx.5001
(+ 0.$00)
t'.30.500)
M3.5Q
t6.e45
;228.9W
3243,71M
Ce utcb,,a Sias Tinto Urvatoper
$209.250
S4M.500
S8t7,750
S1.11W.500
$t,500,D00
SO
SO
SO ;
JA6ddtonz4 Coy Property Tax From Irnorcvements (a)
so
s0
:29 958 _'
S2'9.958
u29.958
S30.707
S30,707
S30,707 -
��LM, 62rrit CiYs P�yQ�Jr
.
:4=q Kko P376.� Period
8776 ?S0)
(5.762 `,�7
i .7n)
(5045,084)
(SM-313)
j7rOdL.9811
Cd2'10.547)
W,354
LV. CS A F.T•rnwt0l) CWWII—rFty PwYt} ch
Ad dA%Wwl Propeny Tm= to SUtaots (a)
S104 710
S104.710
S104 710
S107.328
5107.328
S104,328 ;
irtvarotm C irwnmmtty Paplmdl R_riod
(S176.250)
($352.5M
(VS4.OW)
($435.664)
(S477246)
(S39.015)
S45.455
S413,407
i
d �
,
A9s+urn 2 5% .2h ,, nCrr=c Per year for FY 201-1 a.%d beyond
ll,surr:o &pig 2003 taa b=e wetll ' Do% ooremont gooV to Autot om to a limd of $1
5 M#AOn
(a) J2.558.699 addod mp oywirient3, 2 5% incroase tn teasm-wnere yC2r3
7/21f2005
EXHIBIT G
EXAMPLE OF ALLOCATION
AIT G
a
i
IL S:ctrs T.=
i
jEsavnaec Sales
+Eslrnzted Cay S cFrs Tex Gener V—,d
!LESS
i
�2t903 AutMxun Saks Tax Base
Bone SaFcs Tan to C N
1
IN , Sabea Tux to D-eviomf ( Row A - C)
jlrx7a=e (Onovwse) ovof XN Base Saic Tnx to Ccty
I
(Cfanut�Uve Semis Tax to D2wrfopef
�11. Pmonev Ta1a
lAddzcttc
J Coy Proporty Tax from L.,,._ 12)
•„� 1';hR G»Y NDu�xS
ICrty k4tPaybact Penod
1H. Xv. emeirs.9cn cmm, 'm!,IV P
IAddAsor s ^rc� Twc" to Schools (a)
lEvormtm C.C"munny Payb=!4 Penod
I
City of Evanston
Economic Deveeo tt Cccnmi Ania"is
Saks Tau
Shasi:A3 Payb=ft Proforma - Autobam
aZOW
Ins
F r-Y 2AM
Fr2M
F'Y11
Fv z
535,500.000
W WO.000
SSO 000.t300 S51.250.000,
552,S31.259
SS-1 8u.531.
$55,190,645
SSG.570,411
A
1355.000
S40D 000
S.'S00.000
S512.500
S525.313
S538."5
S551,906
S546,704
Gt
S291.500
S291.M0
S291.500
S291.500
1
S291,500
50
S0
S10
C
$145,750
$145.750
$145,750
S145,750
$146.750
5291,Sc0
S291.500
$291,500
D
S20Q 250
S254.250
ZU250 S366.750
S315.500
S0
50
$0
(S30,500)
(=.500)
(=.5M (S30,500)
$33,50
S216,445
5229,906
3243 704
S:M,250
r,4' .500
S917,750 S1.184.Soo
$1.500.000
$0
s0
w
SO
S0
S29,958 S29.958
Sa,9,,.8
SW,707
S30.707
S30,707
(S17C 26G)
(535Z=
($4M.722) pp 9.645=4)
(5727,313)
(a4E0,161)
(2218,547)
LQAlJS6
SO
$0
S104,710
$104,710
$104.710
S107.328
$107,328
S104.328
(3176,250)
(3352.5=
($.394 082)
t3435,%4)
(4177,2461
(5309.015)
S45,465 m
S413.407
- Az"sm 2 5% U*S mrmase par )eaf fm FY 2009 and beyond
:aasufnr sow 2003 to basn with 100% r4rement Go" to O.ulcaanl to a timR of $1 5 mCaon
(a) a2.SB,659 347ed cnp/OYerr#O s, 2 5% wx7e .e mr re=ie-zrmer,1 ye2fS
7212005