HomeMy WebLinkAboutRESOLUTIONS-2011-064-R-11• 11 /14/2011
64-R-11
A RESOLUTION
Authorizing the City Manager to Execute a TIF Construction Loan
Agreement for the Renovation of 1817 Church Street
NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
EVANSTON, COOK COUNTY, ILLINOIS:
SECTION 1: That the City Manager is hereby authorized and directed to
sign the TIF Construction Loan agreement ("Agreement") between the City and
Evanston Northshore Contractors Cooperative, LLC ("ENSCC"), attached hereto as
Exhibit A and incorporated herein by reference.
SECTION 2: That the City Manager is hereby authorized and directed to
negotiate any additional conditions of the Agreement as he may determine to be in the
best interests of the City.
SECTION 3: That this Resolution 64-R-11 shall be in full force and effect
from and after its passage and approval in the manner provided by law.
Eliz eth B. Tisdahl, Mayor
Attest:
Rodney Green Clerk
Adopted: ,{ a k 2012
•
53-R-11
EXHIBIT A •
TIF Construction Loan Agreement Between the City and
Evanston Northshore Contractors Cooperative, LLC
•
•
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• TIF CONSTRUCTION LOAN AGREEMENT
THIS TIF CONSTRUCTION LOAN AGREEMENT [Agreement] is entered into on
this day of , 201 ["Effective Date"], by and between the City of
Evanston [City], and Evanston North Shore Contractors Cooperative, LLC ["Borrower"],
regarding the rehabilitation and occupation of property located at 1817 Church Street,
Evanston, Illinois, legally described in Exhibit "A", which is attached hereto and
incorporated herein by reference ["Property"].
RECITALS
WHEREAS, the City desires to foster local businesses and jobs as part of its
economic revitalization efforts throughout Evanston and in accord with the TIF
Guidelines, as defined herein; and
WHEREAS, the City has authorized Economic Development Division Staff to
manage and administer this Agreement on behalf of the City including, without
limitation, authorizing the City Manager to execute this Agreement with Borrower,
thereby establishing the terms, conditions, and requirements for participation in this
Agreement in accordance with the TIF Guidelines; and
NOW, THEREFORE, in consideration of the foregoing recitals, which are
incorporated herein by this reference, and the mutual obligations of the parties as herein
• expressed, the City and Borrower agree as follows:
•
AGREEMENT
I. DEFINITIONS
The following terms shall have the following meanings whenever used in this
Agreement, except where the context clearly indicates otherwise. Any ambiguity as to
the intended meaning or scope of the terms set forth below will be resolved solely by
the -City through its designated representative.
a. "Completion Date" means the date that the contractor has finished the Project
pursuant to the plans approved by City Council, the City Manager or his/her
designee, and to the satisfaction of Borrower, as evidenced by final payment to
the contractor from Borrower.
b. "Director" means the City's Director of Community & Economic Development,
who is responsible for managing and administering this Agreement on behalf of
the City.
City of Evanston — 1817 Church TIF Construction Loan Agreement Page 11
c. "Loan" means the total amount of the City's loan of TIF monies to Borrower for
purposes of funding TIF eligible activities of the Project, which shall not exceed •
$200,000, the amount approved by City Council.
d. "Project" means the improvements on the Property as proposed by Borrower
and approved by the City Council. Specifically, Borrower desires to rehabilitate
the Property to make it suitable for use as a home services/building trades
collective.
e. "TIF Eligible Activities" means activities determined to be eligible for
reimbursement from TIF funds by the Illinois Tax Increment Allocation
Redevelopment Act, 65 ILCS 5/11-74.4 et seq., as amended.
f. "TIF Guidelines" means the regulations found in the Illinois Tax Increment
Allocation Redevelopment Act, 65 ILCS 5/11-74.4 et seq., as amended. All terms
not defined herein shall have the meanings set forth in the TIF Guidelines.
g. "Total Allowable Expenses" means the actual costs incurred, paid for, and
documented by Borrower and approved by the Director or his/her designee for
the proper performance of the improvement work required by the plans and
specifications and/or architectural/design renderings for the Project. Such
allowable expenses must be TIF Eligible Activities.
h. "Total Project Expenditure" means the total actual Project costs incurred by •
and paid for by Borrower including costs of construction, materials, & supplies.
II. TERMS OF LOAN - REPAYABLE OVER 5 YEARS
a. City shall lend Proprietor moneys not to exceed $200,000.00 (the "Loan
Amount") from the City's West Evanston TIF Fund. City shall, in the ordinary
course of business, disburse Loan funds to Borrower based upon submission of
sworn statements.
b. The Loan paid by the City pursuant to this Agreement constitutes a 5-year loan to
Borrower, with 0% interest until the first monthly payment is due, as described
herein. Proprietor shall repay the City in equal monthly payments, the first of
which shall be due no later than thirty (30) months after Borrower commences
work on the Project or eighteen (18) months after issuance of the final certificates
of occupancy for the Property, whichever comes first. In the event Borrower
cannot secure other financing in order to repay the Loan in full before the first
monthly payment is due, Borrower shall begin making monthly payments,
amortized over twenty-five (25) years with a fixed interest rate equal to prime at
the time the first monthly payment is due, plus 0.5%. The City shall accept
payments for no longer than five (5) years, or sixty (60) such payments, at which
time Borrower shall re -pay the balance of the loan in full. •
City of Evanston — 1817 Church TIF Construction Loan Agreement Page 12
• III. BORROWER'S RESPONSIBILITIES
a. Borrower shall comply with all terms and conditions of this Agreement and all
applicable all requirements of Federal, Illinois and City of Evanston law.
b. Borrower shall ensure that all work done on the Project and paid for with Loan
funds are TIF Eligible Activities.
c. Borrower shall obtain and submit all required certificates of insurance, as set
forth herein, to the City Manager or his/her designee upon execution of this
Agreement and prior to City's execution.
d. Borrower shall be responsible for hiring licensed contractors to complete the
Project. The Director or his/her designee may require submission of proof of the
State License issued to the selected contractors.
e. Borrower shall be responsible for contacting the Director or his/her designee to
arrange for obtaining all City and other approvals and/or permits required for
construction and completion of the Project.
f. Borrower shall be fully responsible for managing, monitoring, and scheduling the
construction of the Project, for ensuring compliance with the payment of
prevailing wages, if applicable, and for ensuring that all improvements are
completed properly and in conformance with the approved project.
g. Borrower shall make a good faith effort to use Evanston -based businesses as
frequently as is financially feasible when purchasing supplies and/or hiring
subcontractors and administrative services providers for the Project.
h. Upon completion of the Project, Borrower shall notify the Director and request
inspection of the Project by the Director or his/her designee(s).
i. Borrower shall complete the Project no later than eighteen (18) months after
receiving any building permit related to the Project.
After completion of the Project, Borrower shall submit to the Director or his/her
designee a report that includes the following:
Cover letter indicating the Project is completed and the Total Cost
Expenditures for the Project,
ii. All contractor invoices detailing the specific tasks completed in
accordance with approved Project;
• iii. Proof of payment of all invoices for all expenditures for the Project;
City of Evanston — 1817 Church TIF Construction Loan Agreement Page 13
iv. Unconditional lien releases; and •
V. Any additional material requested by the Director or his/her designee.
k. No later than two (2) years after the Effective Date of this Agreement, Borrower
shall lease at least one (1) cubicle space on the Property to a home repair and
improvement apprentice or other entry-level trades person who is not a corporate
member of Purchaser, and show proof of best commercial efforts to lease the
other three (3) such spaces.
No later than two (2) years after the Effective Date of this Agreement, Borrower
shall lease at least one (1) ground floor office space on the Property to a
residential service professional (e.g., real estate broker, accountant,
insurance/legal office) who is not a corporate member of Purchaser, and show
proof of best commercial efforts to lease the other two (2) ground floor offices.
m. No later than three (3) years after the Effective Date of this Agreement, Borrower
shall create, within the home repair and improvement services/building trades
collective it intends to operate on the Property, no fewer than four (4) part-time
employment positions for residents of the City of Evanston.
n. Borrower shall maintain the Property in compliance with all applicable provisions
of the Evanston City Code of 1979, as amended.
o. Borrower shall not be more than one hundred twenty (120) days in arrears with •
regards to any City utility and/or service bills.
IV. THE CITY'S RESPONSIBILITIES
a. City shall lend Proprietor moneys not to exceed $200,000.00 (the "Loan
Amount") from the City's West Evanston TIF Fund. City shall, in the ordinary
course of business, disburse Loan funds to Borrower based upon submission of
sworn statements.
b. The Director or his/her designee shall review Borrower's contractors' sworn
statements and accompanying documents, and, if said documents meet all
terms, conditions, and obligations under this Agreement and the TIF Guidelines,
the Director or his/her designee shall, in the ordinary course of business,
disburse Loan funds to Borrower.
c. Within a reasonable time after Borrower notifies City of the completion of the
Project, the Director or his/her designee shall inspect the improvements to
ensure they were completed in accordance with approved project scope.
•
City of Evanston — 1817 Church TIF Construction Loan Agreement Page 14
• V. TIME OF PERFORMANCE
The Borrower shall complete the project no later than eighteen (18) months after
receiving any building permit related to the Project. Failure to complete the Project
within eighteen (18) months will result in Borrower's breach of this Agreement.
Requests for additional time and extensions in project completion time will be granted,
but only if submitted in writing prior to the expiration of the agreement.
VI. AMOUNT OF LOAN
The total amount of the Loan to be made by the City, pursuant to the terms and
conditions of this Agreement, shall not exceed $200,000 as approved by City Council as
stated above.
VII. INSURANCE
a. During the entire period in which work on the Project is performed, the Borrower
shall obtain and maintain in full force and effect during said period the following
insurance policies: (i) Comprehensive General Liability Insurance in a general
aggregate amount of not less than $1,000,000, $1,000,000 Products and
Completed Operations Aggregate, and $1,000,000 each occurrence and
including; (ii) Automobile Insurance or Hired, Non -Owned Automobile Insurance,
maintained in full force and effect in an amount of not less than $1,000,000 per
accident.
b. All insurance policies shall name the City of Evanston, and their respective
elected officials, officers, employees, agents, and representatives as additional
insureds.
c. All deductibles on any policy shall be the responsibility of the primary holder of
such policy and shall not be the responsibility of the City of Evanston.
d. Borrower shall provide evidence of required insurance to the Director before
execution of this Agreement.
VIII. OBLIGATION TO REFRAIN FROM DISCRIMINATION
a. Borrower covenants and agrees for itself, its successors and its assigns to the
Property, or any part thereof, that it will not discriminate against any employee or
applicant for employment because of race, color, religion, sex, sex(91A orientation,
marital status, national origin or ancestry, or age or physical or mental disabilities
that do not impair ability to work, and further that it will examine all job
classifications to determine if minority persons or women are underutilized and
will take appropriate affirmative action to rectify any such underutilization.
•
City of Evanston — 1817 Church TIF Construction Loan Agreement Page 15
b. That, if it hires additional employees in order to perform this contract, or any
portion hereof, it will determine the availability of minorities and women in the •
area(s) from which it may reasonably recruit and it will hire for each job
classification for which employees are hired in such a way that minorities and
women are not underutilized.
c. That, in all solicitations or advertisements for employees placed by it or on its
behalf, it will state that all applicants will be afforded equal opportunity without
discrimination because of race, color, religion, sex, sexual orientation, marital
status, national origin, ancestry, or disability.
IX. NO AGENCY CREATED
The Borrower and any contractor, supplier, vendor or any third party hired by Borrower
to complete the Project are not agents of the City. Any provisions of this Agreement that
may appear to give the City any right to direct the Borrower concerning the details of the
obligations under this Agreement, or to exercise any control over such obligations, shall
mean only that the Borrower shall follow the direction of the City concerning the end
results of the obligations.
X. OWNERSHIP OF DOCUMENTS
All documents prepared and submitted to the City pursuant to this Agreement (including
any duplicate copies) shall be the property of the City. The City's ownership of these
documents includes use of, reproduction or reuse of and all incidental rights thereto.
XI. INDEMNIFICATION AND HOLD HARMLESS
To the maximum extent permitted by law, the Borrower agrees to and shall defend,
indemnify and hold harmless the City, and its respective officers, officials, employees,
contractors and agents from and against all claims, liability, loss, damage, costs or
expenses (including expert witness fees, reasonable attorneys' fees, and court costs)
arising from or as a result of the death of any person or any accident, injury, loss or
damage whatsoever caused to any person or property resulting or arising from or in any
way connected with the following, provided Borrower shall not be responsible for (and
such indemnity shall not apply to) any negligence or willful misconduct of the City, or
their respective officers, officials, active employees, contractors or agents:
a. The development, construction, marketing, use or operation of the Property by
the Borrower, its officers, contractors, subcontractors, agents, employees or
other persons acting on Borrower's behalf ["Indemnifying Parties"];
b. The displacement or relocation of any person from the Property as the result of
the development of the Project on the Property by the Indemnifying Parties, •
City of Evanston — 1817 Church TIF Construction Loan Agreement Page 16
• Any plans or designs for the Project prepared by or on behalf of Borrower
including, without limitation, any errors or omissions with respect to said
documents;
d. Any loss or damage to the City resulting from any inaccuracy in or breach of any
representation or warranty of Borrower, or resulting from any breach or default by
Borrower, under this Agreement; and
e. Any and all actions, claims, damages, injuries, challenges and/or costs or
liabilities arising from the approval of any and all entitlements or permits for the
improvements by the City, and their respective officers, officials, employees,
contractors or agents.
The foregoing indemnity shall continue to remain in effect after the Completion Date or
after the earlier termination of this Agreement, as the case may be.
XII. DUTY TO DEFEND
Borrower further agrees that the hold harmless agreement in Article XI, and the duty to
defend the City, and their respective officers, officials, employees, contractors and
agents, require the Borrower to pay any costs that the City may incur which are
associated with enforcing the hold harmless provisions, and defending any claims
arising from obligations or services under this Agreement.
is XIII. COMPLIANCE WITH LAW
Borrower agrees to comply with all the requirements now or hereafter in force, of all
municipal, county, state and federal authorities, pertaining to the development and use
of the Property and construction of the Project, as well as operations conducted on the
Property. The Director or his/her designee will not issue any Loan to the Borrower if
there is in violation of any law, ordinance, code, regulation, or permit.
XIV. TERMINATION
If Borrower shall fail to cure any Event of Default upon notice and within the time for
cure provided for herein, the City may, by written notice to the Borrower, terminate this
Agreement. Such termination shall trigger the "Repayment of Loan" defined herein.
Borrower may not terminate this Agreement without the express written consent of City.
XV. NOTICES
All notices permitted or required hereunder must be in writing and shall be effected by
(i) personal delivery, (ii) first class mail, registered or certified, postage fully prepaid, or
• (iii) reputable same -day or overnight delivery service that provides a receipt showing
date and time of delivery, addressed to the following parties, or to such other address
City of Evanston — 1817 Church TIF Construction Loan Agreement Page 17
as any party may, from time to time, designate in writing in the manner as provided •
herein:
To City: City of Evanston
Director of Community & Economic Development
2100 Ridge Avenue
Evanston, IL 60201
Telephone: 847.448.8100
Email: economicdevelopment@cityofevanston.org
To Borrower: Evanston North Shore Contractors Cooperative, LLC
c/o Renew Management Services
P.O. Box 6094
Evanston, Illinois 60201-6094
Phone No.: 847.475.5120
Facsimile No.: 847.475.5102
Attention: John Leineweber
Any written notice, demand or communication shall be deemed received immediately if
personally delivered or delivered by delivery service to the addresses above, and shall
be deemed received on the third day from the date it is postmarked if delivered by
registered or certified mail.
XVI. DEFAULT; REMEDIES; DISPUTE RESOLUTION
a. Notice of Default.
In the event of failure by either party hereto substantially to perform any material
term or provision of this Agreement, 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 herein 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 90 days and
shall continuously and diligently prosecute such cure, correction or remedy to
completion.
c. City Remedies; Repayment of Loan.
In the event of a default by Borrower of the terms of this Agreement that has not •
been cured within the timeframe set forth in Paragraph b above, the City, at its
option, may terminate this Agreement or may institute legal action in law or in
City of Evanston — 1817 Church TIF Construction Loan Agreement Page 18
equity to cure, correct, or remedy such default, enjoin any threatened or
attempted violation, or enforce the terms of this Agreement. In the event of a
default by Borrower that occurs after the City has disbursed any Loan funds, the
total of such disbursement(s), plus any accrued interest, shall become
immediately due and payable.
All payments shall be first credited to accrued interest, next to costs, charges,
and fees which may be owing from time to time, and then to principal. All
payment shall be made in lawful money of the United States. Payments shall be
made to City at the address set forth in Article XI herein or at such other address
as City may direct pursuant to notice delivered to Borrower in accordance with
Article XV.
d. Borrower'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 Article. Accordingly, Borrower 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 Borrower and the City
regarding this Agreement or any of the matters referred to herein, the parties
agreeing that declaratory and injunctive relief, mandate, and specific
• performance shall be Borrower's sole and exclusive judicial remedies.
XVII. APPLICABLE LAW
The internal laws of the State of Illinois without regard to principles of conflicts of law
shall govern the interpretation and enforcement of this Agreement.
XVIII. CONFLICT OF INTEREST
a. No member, official, or employee of the City shall have any personal interest,
direct or indirect, in this Agreement, nor shall any such member, official, or
employee participate in any decision relating to the Agreement which affects his
personal interests or the interests of any corporation, partnership, or association
in which he/she is, directly or indirectly, interested.
b. The Borrower warrants that it has not paid' or given, and will not pay or give, any
third person any money or other consideration for obtaining this Agreement.
XIX. NON -LIABILITY OF CITY OFFICIALS AND EMPLOYEES
No member, official, agent, legal counsel or employee of the City shall be personally
liable to the Borrower, or any successor in interest in the event of any default or breach
City of Evanston — 1817 Church TIF Construction Loan Agreement Page 19
by the City or for any amount which may become due to Borrower or successor or on •
any obligation under the terms of this Agreement.
XX. BINDING EFFECT
This Agreement, and the terms, provisions, promises, covenants and conditions hereof,
shall be binding upon and shall inure to the benefit of the parties hereto and their
respective heirs, legal representatives, successors and assigns.
XXI. AUTHORITY TO SIGN
The Borrower hereby represents that the persons executing this Agreement on behalf of
Borrower have full authority to do so and to bind Borrower to perform pursuant to the
terms and conditions of this Agreement.
XXII. COUNTERPARTS
This Agreement may be executed by each party on a separate signature page, and
when the executed signature pages are combined, shall constitute one single
instrument.
XXIII. ENTIRE AGREEMENT, WAIVERS AND AMENDMENTS
a. This Agreement and the Exhibits and references incorporated into this .
Agreement express all understandings of the parties concerning the matters
covered in this Agreement. This Agreement integrates all of the terms and
conditions mentioned herein or incidental hereto, and supersedes all negotiations
or previous agreements between the parties with respect to all or any part of the
subject matter hereof.
b. All waivers of the provisions of this Agreement must be in writing and signed by
the appropriate authorities of the City or the Borrower, and all amendments
hereto must be in writing and signed by the appropriate authorities of the City
and the Borrower.
XXIV. NON -ASSIGNMENT
The Borrower shall not assign the obligations under this Agreement, nor any monies
due or to become due, without the City's prior written approval, and Borrower and
Borrower's proposed assignee's execution of an assignment and assumption
agreement in a form approved by the City. Any assignment in violation of this paragraph
is grounds for breach of this Agreement, at the sole discretion of the City Manager. In
no event shall any putative assignment create a contractual relationship between the
City and any putative assignee. 0
City of Evanston — 1817 Church TIF Construction Loan Agreement Page 110
• XXV. NO WAIVER
No failure of either the City or the Borrower to insist upon the strict performance by the
other of any covenant, term or condition of this Agreement, nor any failure to exercise
any right or remedy consequent upon a breach of any covenant, term, or condition of
this Agreement, shall constitute a waiver of any such breach or of such covenant, term
or condition. No waiver of any breach shall affect or alter this Agreement, and each and
every covenant, condition, and term hereof shall continue in full force and effect.
•
•
[Signature page to follow]
City of Evanston — 1817 Church TIF Construction Loan Agreement P age 111
IN WITNESS WHEREOF, the City, and the Borrower have signed this Agreement as of •
the dates set opposite their signatures.
"CITY"
Dated: By:
Name: � LL/ 73D i3ta 411 c
Title: T L/ M "" fiu
"BORROWER"
Dated:
Name:r/.
Title:
Dated: z/��'/va /'� _ By:
Name:
Title: •
!2- By: '" �-�'Dated: �, 2 Xl-ap 1
Name T-69" '5��
Title: ,UeAbc r
ATTACHMENT:
1. Exhibit A — Legal Description of Property Approved as to forme
Return this form to: ��..
City of Evanston M Grant Farrar
Director of Community & Economic Development`_ "'=.i .,� t'y. ;•�,1
2100 Ridge Avenue
Evanston, IL 60201
•
City of Evanston — 1817 Church TIF Construction Loan Agreement Page 112
• Exhibit A:
11
LEGAL DESCRIPTION OF PROPERTY
THE WEST 1/2 OF LOT 12 AND THE EAST 10 FEET OF LOT 13 IN BLOCK 3 IN
MERRILL LADD'S SECOND ADDITION TO EVANSTON, BEING A SUBDIVISION OF
THE WEST 1/2 OF THE SOUTHWEST 1/4 OF THE NORTHWEST 1/4 OF SECTION
13, TOWNSHIP 41 NORTH, RANGE 13 EAST OF THE THIRD PRINCIPAL MERIDIAN,
IN BOOK COUNTY, ILLINOIS, COMMONLY KNOWN AS 1817 CHURCH STREET,
EVANSTON, ILLINOIS.
Commonly Known As: 1817 Church Street, Evanston, Illinois.
City of Evanston — 1817 Church TIF Construction Loan Agreement Page 113
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