HomeMy WebLinkAboutTIF Construction Loan Agreement for 2117 Greenleaf StreetTIF CONSTRUCTION LOAN AGREEMENT
THIS TIF CONSTRUCTION LOAN AGREEMENT [Agreement] is entered into on
this day of T-C10Y 2012 ["Effective Date'], by and between the City of
Evanston ["City"], and IRMICO ["Borrower"], regarding the rehabilitation and occupation
of property located at 2117 Greenleaf Street, Evanston, Illinois, legally described in
Exhibit "1", 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:
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 — 2117 Greenleaf TIF Construction Loan Agreement Page 11
c. "Loan Amount' 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 $63,000, as further defined in Article IV, Section c of this Agreement.
d. "Project' means the improvements to the Property as proposed by Borrower and
approved by the City Council, to rehabilitate its existing industrial lubricant plant.
1. "Phase 1" means upgrading the sprinkler system and R&D space floor.
2. "Phase 2" means the remainder of improvements to the Property as
approved by the City Council, or equivalent total investment of $365,000.
"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.
"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.
11. TERMS OF LOAN - FORGIVABLE WITHIN 2 YEARS
a. City shall lend Proprietor moneys not to exceed $63,000.00 (the "Loan Amount")
from the City's West Evanston TIF Fund for the purposes of funding Phase 1 of
the Project. The Loan paid by the City pursuant to this Agreement shall not be
made until all of the improvement work comprising Phase 1 of the Project has
been completed, all of the improvement work comprising Phase 1 of the Project
has been inspected and approved by the City Manager, Director, or his designee,
and all payments for said work have been made to contractors, materials
suppliers, and vendors. Thus, Borrower shall finance the Project with owner
funds and/or private funding. During construction, Borrower shall submit to the
Director or his designee itemized invoices detailing the work completed and
materials purchased. Such invoices shall include proof of payment to all
contractors, suppliers, and vendors. Borrower shall be responsible for all
payments to the contractors, materials suppliers, and vendors, and for providing
true and correct copies of unconditional lien releases to the City.
City of Evanston — 2117 Greenleaf TIF Construction Loan Agreement Page 12
b. The moneys paid by the City to Borrower pursuant to this Agreement shall
constitute a loan with a 3-year repayment period at 0% interest. Said loan shall
be forgiven in its entirety on condition that Borrower (or a successor -in -interest
that has assumed the Borrower's obligations hereunder, pursuant to a City -
approved assignment and assumption agreement) satisfies its responsibilities set
forth in Article III-b of this Agreement no later than twenty-four (24) months after
City disburses any Loan funds to Borrower. If the Loan is not forgiven as
described herein, Borrower shall repay the City in twelve (12) equal monthly
payments, the first of which shall be due twenty-four (24) months after City
disburses any Loan funds to Borrower.
c. If Borrower sells the Property or fails to occupy the Property, as the case may be,
prior to the end of the aforementioned twenty-four (24) month period, the entire
loan, shall be due and payable to the City by Borrower within thirty (30) calendar
days, unless the succeeding property owner and/or business owner assumes
Borrower's obligations herein pursuant to a City -approved assignment and
assumption agreement.
III. BORROWER'S RESPONSIBILITIES
a. Before Borrower may receive any Loan funds pursuant to this Agreement:
Borrower shall create no fewer than two (2) full-time equivalent positions
("FTE's") on the Property, at least one (1) of which shall be involved in
manufacturing.
2. 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 all phases of the Project.
3. Borrower shall be responsible for hiring licensed contractors to complete all
phases of the Project. The Director or his/her designee may require
submission of proof of the State License issued to the selected contractors.
Borrower shall be fully responsible for managing, monitoring, and scheduling
the construction of all phases 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.
5. Borrower shall solicit no fewer than three (3) bids for all purchases of
materials and services for Phase 1 of the Project, at least one (1) of which
must be from an Evanston -based business ("EBE").
6. Borrower shall select the bid of a responsive and responsible EBE for Phase
1 of the Project if the EBE's bid does not exceed the lowest responsive and
responsible bid by more than five percent (5%).
City of Evanston — 2117 Greenleaf TIF Construction Loan Agreement Page 13
7. After completion of Phase 1 of the Project, Borrower shall submit to the
Director or his/her designee a report that includes the following:
a) Cover letter indicating the Project is completed and the Total Cost
Expenditures for Phase 1 of the Project;
b) All contractor invoices detailing the specific tasks completed in accordance
with approved Phase 1 of Project;
c) Proof of payment of all invoices for all expenditures for Phase 1 of the
Project;
d) Unconditional lien releases; and
e) Any additional material requested by the Director or his/her designee.
b. If, no later than twenty-four (24) months after City disburses any Loan funds to
Borrower, Borrower creates no fewer than two (2) additional FTE's, the Loan
shall be forgiven. Said FTE's shall be in addition to those already created
pursuant to Section III-a-1, thereby yielding a total of no fewer than four (4) new
FTE's.
c. Until the expiration of this Agreement:
1. Borrower shall comply with all terms and conditions of this Agreement and all
applicable requirements of Federal, Illinois and City of Evanston law.
2. Borrower shall ensure that all work done on Phase 1 of the Project and paid
for with Loan funds are TIF Eligible Activities.
3. Borrower shall obtain and keep current all certificates of insurance required
herein.
4. Borrower shall maintain the Property in compliance with all applicable
provisions of the Evanston City Code of 1979, as amended.
5. Borrower shall not be more than one hundred twenty (90) days in arrears with
regards to any City utility and/or service bills.
6. Borrower shall complete all phases of the Project no later than twenty-four
(24) months after receiving any building permit related to the Project.
7. Upon completion of each phase of the Project, Borrower shall notify the
Director and request inspection of the Project by the Director or his/her
designee(s).
City of Evanston — 2117 Greenleaf TIF Construction Loan Agreement Page 14
IV. THE CITY'S RESPONSIBILITIES
a. 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.
b. Within a reasonable time after Borrower submits its contractors' sworn
statements and accompanying documents, the Director or his/her designee shall
review said documents to determine whether expenditures were made in
accordance with approved Project scope, as well as the total costs of
rehabilitating the fire sprinkler system and the R&D space floor on the Property
c. On condition that Borrower has complied with its responsibilities herein and the
aforementioned inspection and 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 from the
City's West Evanston TIF Fund to Borrower. Said funds shall equal $63,000.00
or the total costs of rehabilitating the fire sprinkler system and the R&D space
floor on the Property, whichever is less (the "Loan Amount").
V. TIME OF PERFORMANCE
The Borrower shall complete all phases of the project no later than twenty-four (24)
months after receiving any building permit related to the Project. Failure to complete all
phases of the Project within twenty-four (24) months will result in Borrower's breach of
this Agreement. Requests for additional time and extensions in project completion time
may be granted, but only if submitted in writing prior to the expiration of the agreement.
VI. MAXIMUM AMOUNT OF LOAN
The total amount of the City's Loan, for the rehabilitation of the fire sprinkler system and
R&D space floor on the Property, to Borrower pursuant to the terms and conditions of
this Agreement, shall not exceed $63,000 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.
City of Evanston — 2117 Greenleaf TIF Construction Loan Agreement P a g e 15
All insurance policies shall name the City of Evanston, including its respective
elected officials, officers, employees, agents, and representatives, as and
additional insured and certificate holder.
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, sexual 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.
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.
City of Evanston — 2117 Greenleaf TIF Construction Loan Agreement Page 16
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;
c. 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.
City of Evanston — 2117 Greenleaf TIF Construction Loan Agreement P a g e 17
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
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: IRMCO
2117 Greenleaf Street
Evanston, Illinois 60202
Phone No.: 847.864.0255
Facsimile No.: 847.475.0012
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.
City of Evanston — 2117 Greenleaf TIF Construction Loan Agreement N a g e 18
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
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 XV or at such other address as
City may direct pursuant to notice to Borrower delivered per 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.
City of Evanston — 2117 Greenleaf TIF Construction Loan Agreement Page 19
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
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.
City of Evanston — 2117 Greenleaf TIF Construction Loan Agreement P a g e 110
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.
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 — 2117 Greenleaf TIF Construction Loan Agreement P a g e 111
IN WITNESS WHEREOF, the City, and the Borrower have signed this Agreement as of
the dates set opposite their signatures.
"CITY"
Dated: '.�i ( By: t/ v
Name: WoLkL ?7Dlo(C. e-VdC
Title: C.t `��l M Gl V1G1�2.. r
"BORROWER"
Dated: 2 123 11 2. By:
Name: Jevi i1 t 4�,- r- IWU
Title: `l^% Stc evl+
ATTACHMENT:
1. Exhibit 1 — Legal Description of Property
Return this form to:
City of Evanston
Director of Community & Economic Development
2100 Ridge Avenue
Evanston, IL 60201
Approved as to form:
"dam•
W, Grant Farrar
Corporation Counsel
City of Evanston — 2117 Greenleaf TIF Construction Loan Agreement Page 112
Exhibit 1:
LEGAL DESCRIPTION OF PROPERTY
LOTS 13 TO 18 IN BLOCK 2 IN GROVER AND PITNERS ADDITION TO EVANSTON, A SUBDIVISION
OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER
OF SECTION 24, TOWNSHIP 41 NORTH, RANGE 13, EAST OF THE THIRD PRINCIPAL MERIDIAN IN
COOK COUNTY, ILLINOIS.
PIN:10-24-107-006-0000
Commonly Known As: 2117 Greenleaf Street, Evanston, Illinois
City of Evanston — 2117 Greenleaf TIF Construction Loan Agreement Page 113