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HomeMy WebLinkAboutOrdinances - 20-4 - 01/20/2020 - Development Agreement with RR McHenry LLC ORDINANCE NO. 20-4 AN ORDINANCE AUTHORIZING THE MAYOR'S EXECUTION OF AN ECONOMIC INCENTIVE AND DEVELOPMENT AGREEMENT BETWEEN THE CITY OF MCHENRY AND RR MCHENRY LLC WHEREAS, the City of McHenry, McHenry County, Illinois, is a home rule municipality as contemplated under Article VII, Section 6, of the Constitution of the State of Illinois, and the passage of this Ordinance constitutes an exercise of the City's home rule powers and functions as granted in the Constitution of the State of Illinois. NOW, THEREFORE, BE IT ORDAINED by the CITY COUNCIL of the CITY OF MCHENRY, McHenry County, Illinois, as follows: SECTION 1: The Development and Incentive Agreement, bearing the date of January 20, 2020 between the City of McHenry and RR McHenry LLC is attached to this ordinance and incorporated herein by reference as Exhibit "A". SECTION 2: The Mayor and City Clerk are hereby authorized to affix their signatures as Mayor and City Clerk to said Agreement for the uses and purposes therein set forth. SECTION 3: All Ordinance or parts thereof in conflict with the terms and provisions hereof are hereby repealed to the extent of such conflict. SECTION 4: This Ordinance shall be published in pamphlet form by and under the authority of the corporate authorities of the City of McHenry, McHenry County, Illinois. SECTION 5: This Ordinance shall be in full force and effect from and after its passage, approval, and publication in pamphlet form as provided by law. Passed this 20th day of January, 2020. Ayes Nays Absent Abstain Alderman Devine ,- Alderman Glab Alderman Harding k' Alderman Mihevc k Alderwoman Miller Alderman Santi Alderman Schaefer Wayn ett, Mayor Trisha Ramel, City Cler(C Exhibit A Development and Incentive Agreement between the City of McHenry and RR McHenry LLC Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry. il.us www.ci.mchenry.il.us Development and Economic Incentive Agreement Between t City of McHenry and RR McHenry LLC This Economic Incentive Agreement ("Agreement") is made and entered into this day of �ebr�rl , 202f1("Effective Date"), by and between the City of McHenry, 333 S. Green Street, McHenry County, Illinois, an Illinois home rule municipality ("City") and RR McHenry, LLC, an Illinois Limited Liability Company, 5277 Trillium Blvd., Hoffman Estates, IL 60192 ("Developer") and any successors and assigns. Recitals A. The property which is the subject of this Agreement consists of 7.45 acres, more or less, and is located at the northwest corner of Illinois Route 120 and Chapel Hill Road ("Subject Property'), excludingtheRiverside Chocolate Factory parcel and consists of with associated PINS: 09-36-200-028, 09-25-479-041, and 09-25-479-016, legally described as follows: PART OF THE SOUTHEAST QUARTER OF SECTION 25 AND THE NORTHEAST QUARTER OF SECTION 36, ALL IN TOWNSHIP 45 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, CITY OF MCHENRY, MCHENRY COUNTY, ILLINOIS. B. The City is a home rule municipality and as such has the authority, pursuant to Article VII, Section 6(a) of the Constitution of the State of Illinois of 1970, to adopt ordinances and to promulgate rules and regulations that pertain to its government and affairs. C. In recognition of the importance to sustaining ahigh-quality of life for businesses and residents, it's the City's desire to facilitate a successful business environment and assist in enhancing the long-term viability of existing and proposed businesses. The Developer intends to invest a capital cost exceeding $15,000,000 and is proposing to construct an approximately 5,500 square -foot convenience store and fueling center and an additional 8,400 square -feet of in -line space for retail and restaurant tenants with associated drive-in establishment (collectively, "Development Improvements"). D. The Developer is also proposing to 1) extend the City's water main more than one- half mile from its current terminus on Adams Drive east to Chapel Hill Road; 2) install underground detention vaults (if required) and retaining walls to detain stormwater on the Subject Property in order to accommodate as much retail, service and restaurant uses on the Subject Property as possible; 3) construct deceleration lanes on Illinois Route 120 and Chapel Hill Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry. il.us Road; 4) finance the improvement and locating parking improvements on the Subject Property for Riverside Chocolate Factory (approximately $100,000 construction cost); and 5) purchase and install a new City of McHenry Gateway Sign upon the Subject Property in an amount not -to - exceed $20,000 which may include any combination of design, purchase of material and/or installation costs of such signage as specified in Section 8 of this Agreement (collectively, the "Site Improvements"). The site Improvements are detailed and attached hereto and incorporated herein as Exhibit "A." E. Included as part of the Site Improvements the Developer is required to undertake extensive on and off -site infrastructure improvements specified in numbers 1-3 of recital D, above, with an estimated total construction cost of $1,826,674 ("Extraordinary Development Costs"). The Extraordinary Development Costs are outlined and described on a letterfrom Steven M. Shanholtzer, PE, Senior Project Manager with Manhard Consulting, LTD. dated September 20, 2016 and revised as of November 12, 2019, to Mike MacKinnon attached hereto and incorporated herein as Exhibit "B". The Developer has indicated to the City that, but for the commitment and agreement of the City being made herein, they cannot undertake the Site Improvements and Extraordinary Development Costs to the Subject Property. F. It is essential to the economic and social welfare of the City that it promotes the economic vitality of the community by assuring opportunities for development and redevelopment and sound and stable commercial growth within the corporate limits of the City. G. In orderto make it economicallyfeasible forthe Developer to agree to successfully accomplish the Site Improvements, including $1,826,674 in Extraordinary Development Costs, to the Subject Property the City agrees to share with the Developer a portion of the Base Sales Tax and Home Rule Sales Tax generated by the Developer at the Subject Property in an amount not - to -exceed $1,000,000. H. Definitions. The following definitions shall apply to terms used in this Agreement: "Base Sales Taxes" means the retailers occupation taxes and service occupation taxes received by the City, generated solely at the Subject Property and by the Developer and its tenants, from the State of Illinois pursuant to the Service Tax Act (35 ILCS 115/1 et seq.), the Retailers Occupation Tax Act (35 ILCS 120/1 et seq.), and the State Finance Act (30 ILCS 105/6z-18) (as amended), and any taxes that are enacted and imposed as replacements thereto. 7 Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry. il. us www.ci.mchenry.il.us "Home Rule Sales Tax" means the home rule retailers occupation taxes received by the City, generated solely at the Subject Property and by Developer and its tenants, from the State of Illinois pursuant to the Home Rule Municipal Retailers' Occupation Tax Act (65 ILCS 5/5-11-1.1) (as said Act may be amended), and any taxes that maybe enacted and imposed as replacements thereto. "City's Payment Obligation" means the City's Obligation to pay Developer Base Sales Tax and Home Rule Sales Tax as set forth in herein. "The Commencement Date" means December 31 following the Developer's receipt of a Certificate of Occupancy (full or temporary certificate of occupancy) for any portion of the Subject Property. From and after such date, the City shall be obligated to pay a Sales Tax Incentive Payment, as defined herein, to the Developer in accordance with the terms of this Agreement. "Event of Default" means a default under this Agreement which remains uncured. "Gross Receipts" means as defined in the Retailer's Occupation Tax Act (35 ILCS 120/1 et seq.). "IDOR"means the Illinois Department of Revenue. "Maximum Total Payment Obligation" shall mean the maximum total amount payable by the City hereunder not -to -exceed $1,000,000. "Permanent Closure" shall mean the proposed fueling station proposed to be located on Lot 1 of the Subject Property remains either vacant or unoccupied for a period of twelve (12) or more consecutive months after Developer completes the Site Improvements ("Permanent Closure"); provided, however, that any closure of the proposed fueling station on the Subject Property which results from damage or destruction of the Subject Property, the Development Improvements and/or the Site Improvements constructed thereupon, by fire or other similar casualty, or by reason of Acts of God, and any closure of the proposed fueling station duringthe period of reconstruction and restoration following such damage or destruction, shall not constitute a Permanent Closure provided that the period of reconstruction and restoration shall not exceed twenty four (24) months 3 Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www. ci.mchenry. il.us following the date of the fire or other casualty necessitating such reconstruction and restoration. "Sales Tax Incentive" means the payment by the City set forth in this Agreement. "Sales Tax Incentive Payment" expressed as a percentage of Base Sales Tax and Home Rule Sales Tax generated by the Developer at the Subject Property which is more particularly described in Section 6 hereof. Now therefore, in consideration of the promises and agreements made herein, the adequacy and sufficiency of which is acknowledged by the parties hereto, it is agreed as follows: 1. Authority. This Agreement is made and entered into pursuant to the City's home rule powers and functions as granted in the Constitution of the State of Illinois. 2. Agreement to Pay. In consideration and conditioned upon the Developer and/or its tenants operating upon the Subject Property completing the Development Improvements or any portion thereof, the Site Improvements and paying all Extraordinary Development Costs, the City agrees to pay a Sales Tax Incentive to the Developer in an amount outlined below. The City's Payment Obligation shall continue for so long as the Developer or its tenants operating upon the Subject Property are generating and the City is receiving Base Sales Taxes and Home Rules Sales Taxes as defined herein, however, the City's Payment Obligation hereunder shall not exceed the Maximum Payment Obligation. The Developer also acknowledges the Sales Tax Incentive shall be utilized solely for reimbursement for actual costs incurred by Developer or its tenants operating upon the Subject Property for equipment, material and labor directly associated with construction of the on and off -site infrastructure improvements specified in numbers 1-3 of recital D, above. 3. Waiver of Recapture from Extension of City Watermain. The Developer hereby waives any and all right or claim to recapture or reimbursement for any expense it incurs associated with the Site Improvements, Development Improvements or Extraordinary Development Costs from any benefitted property owner. 4. Evidence of Equipment, Material Cost and/or Labor Expenditure. The Developer acknowledges that, prior to any Sales Tax Incentive payment distribution, the Developer shall provide the City evidence of the Extraordinary Development Costs it incurred to complete the on �' Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHemy, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us and off -site infrastructure improvements specified in numbers 1-3 of recital D, above , as follows: Paid invoice(s), which includes an itemization of each equipment, material and/or labor expenditure to the extent reasonably available to the Developer; date when labor, equipment and/or material purchase was completed and/or purchased; company from which labor, equipment and/or material purchase was completed and/or purchased including name, address and federal tax identification number, a reference on the paid invoices) indicating the location of the Subject Property and a sworn affidavit from Developer detailing the equipment, material and/or labor costs incurred. 5. Limitation of City Responsibilities. Other than the Sales Tax Incentive agreed to be made pursuant to this Agreement, the City shall have no obligation to incur any expenses or share any revenue associated with the Developer. 6. Sales Tax Incentive. Commencing on the Commencement Date, the City shall be obligated to pay a Sales Tax Incentive once per calendar year on or before March 31st, in the form of a Sales Tax Rebate, to the Developer. The Sales Tax Incentive Payment shall be 50% of the Base Sales Tax and Home Rule Sales Tax collected by the City relating to the Subject Property during the prior calendar year until the Maximum Total Payment Obligation is met; thereafter, the City shall retain 100% of the Base Sales Taxes and Home Rule Sales Taxes generated by the Subject Property. Provided, however, no Sales Tax Incentive Payment shall be paid to the Developer until such time the Developer fully completes all of the Site Improvements, and a temporary or permanent certificate of occupancy permit is issued for any portion of the Subject Property ("Occupancy Permit") to the Developer and/or to any tenant of the Developer operating upon the Subject Property. The City hereby represents and warrants to the Developer that the City has entered into a binding Reciprocal Agreement of Exchange of Information with the State of Illinois such that the City will have online access to obtain the Gross Revenues, Base Sales Tax and Home Rule Sales Tax generated from the Subject Property as well as information relating to the City's share of the proceeds under the Use Tax Act, the Service Use Tax Act, the Service Occupation Tax Act, and the Retailers' Occupation Tax Act distributed from the Local Government Tax Fund. 7. Sales Tax Reports/Accounting. The Developer shall maintain and have available for inspection by the City copies of any all sales tax return, sales tax reports, amendments, proof of payment or any other information regarding sales tax collected at the Subject Property filed with the State of Illinois or other appropriate governmental entity, which documents are being 5 Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us held available for the City for purposes of identifying Sales Tax Revenue collected pursuant to this Agreement (collectively, the "Sales Tax Information"). 8. McHenry Gateway Sign. Concurrently with its construction of the Development Improvements, Developer or its tenant shall construct a so-called "gateway sign" for the benefit of the City in order to replace the existing "gateway sign" currently located adjacent to the Subject Property which shall be substantially similar in size and appearance to the rendering attached hereto as Exhibit C, such signage to be constructed by Developer within the IDOT controlled right-of-way of Illinois Route 120 just to the south of the Subject Property in the location indicated on Exhibit C-1 attached hereto; provided, however, in no event shall Developer or its tenant be required to expend in excess of $20,000 in construction costs (the "Gateway Sign"). To the extent the cost to manufacture and install the Gateway Sign shall exceed $20,000, the City hereby agrees that it shall be solely responsible for such excess costs and in the event the City refuses to pay such overage, Developer shall be released from its obligation to construct the Gateway Sign. The City hereby represents and warrants to Developer, that it has obtained all necessary rights, authorizations, approvals and entitlements to construct the Gateway Sign within the IDOT right-of-way. From and after the completion of construction of the Gateway Sign, the City covenants and agrees that it shall be solely responsible for the maintenance and/or operation of such signage at all times until the removal thereof. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, should it be necessary to construct the Gateway Sign upon the Subject Property instead of within the IDOT right-of-way for Illinois Route 120, Developer or its tenant shall select the location for the Gateway Sign upon the Subject Property and shall grant to the City the right to enter upon the Subject Property for the purposes of maintaining the Gateway Sign pursuant to an ingress, egress and maintenance easement to be executed by the parties and recorded in the official records of McHenry County, Illinois; provided, however, that the easement agreement shall stipulate that the City shall not be permitted to enter upon the Subject Property unless and until the City has provided Developer and/or its tenant operating upon the Subject Property with a certificate evidencing that the City is maintaining commercial general liability coverage on an occurrence basis with a minimum single limit of One Million Dollars ($1,000,000.00)fnr bodily injury, including death resulting therefrom, personal injury, property damage, advertising injury and contractual liability coverage recognizing this Agreement and the easement agreement, products and/or completed operations liability, and that such insurance is in full force and effect. Such certificate shall also confirm that the Developer, its tenant currently leasing the Subject Property and their respective lenders have been named as an additional insured under such policy. The foregoing insurance required to be carried bythe City shall be with insurers qualified to do business in the state where 0 Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us the Subject Property is located and which have an AM Best rating of "A-XV" or better, or the equivalent thereof. The coverage under the City's commercial general liability insurance policy shall be primary with respect to those areas which the City is required to maintain pursuant to the terms of this Agreement, and any other insurance available to or carried by the Developer or its tenant operating on the Subject Property shall be non-contributory or excess with respect to such areas. The City's insurance policy shall provide a minimum of thirty (30) days written notice by the insurance company to the Developer, its tenant operating on the Subject Property and their respective lenders prior to cancellation, termination, non -renewal or any change in such insurance. Any errors, omissions or misrepresentations by the City that may invalidate coverage to Developer or to its tenant operating on the Subject Property shall not prejudice such parties' rights under the aforementioned insurance required of the City. Notwithstanding any other provision of this Agreement to the contrary, the obligations of the City under this Section 8 shall survive the expiration or earlier termination of the Term of this Agreement. 9. Confidentiality of Financial Information. To the extent permitted bylaw, the City shall endeavor to maintain the confidentiality of the information contained in any financial reports submitted by the Developer or IDOR, the Sales Tax information received by the City, but shall be permitted to disclose such information and documents to employees and consultants of the City as the City in its sole discretion, deems appropriate in order to monitor compliance and audit this Agreement. The Developer understands and agrees that the provisions of this Agreement and any and all payments to the Developer pursuant to this Agreement are public records. The Developer also agrees to execute any consent form requested by the City and furnish such additional consent, powers of attorney or waivers as may be required by the IDOR to allow the IDOR to furnish to the City Sales Tax Information transacted by the Developer at the Subject Property. The City agrees to utilize Sales Tax Information obtained by it pursuant to the terms of this Agreement solely for the purpose of effectuating the provisions of this Agreement. To the extent permitted by the Illinois Freedom of Information Act and any other relevant laws, the City shall endeavor to keep such information confidential. The foregoing, however, shall not preclude the City from disclosing such information to the extent it is mandated to do so by court order or to the extent it makes a good faith determination such disclosure is required by law; provided, however, the City shall notify Developer prior to any such mandated or voluntary disclosure by the City so as to permit Developer to take whatever action (legal or otherwise) it deems reasonably necessary to prevent or limit such disclosure. 7 Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax:(815)363-2173 dmartin@ci.mchenry, il.us www.ci.mchenry.il.us 10. Provisions Concerning Limitation on Debt. The receipt, or anticipated receipt, of Sales Tax Revenue, either directly or indirectly, from the operation of the Development Improvements on the Subject Property, as provided earlier in this Agreement, shall be a condition precedent to any obligation of the City to rebate money to the Developer. 11. Prevailing Wages to be Paid. Pursuant to 820 ILCS 130/0.01 et seq., not less that the prevailing rate of wages as found by the City or determined by a court on review shall be paid to all laborers, workers and mechanics performing work under the contract relating to the Site Improvements on the Subject Property. Note that the prevailing rate of wages is revised by the Illinois Department of Labor and are available on the Department's official website. 12. Issuance of Liquor License. Subject to compliance with all applicable City ordinances, following approval of this Agreement, the City shall issue one Class C Packaged Liquor license for the Subject Property available for the convenience store. 13. No Interest; Limited Obligations. No interest shall be due on the obligations set forth in this Agreement. The Developer acknowledges that: (a) the City shall not be required to make any payments of the Sales Tax Incentive to the Developer unless they have then been delivered to the City and Developer agrees to execute and deliver to the City the IDOR form Authorization to Release Sales Tax Information to Local Governments that is needed to facilitate the City's Payment Obligation; (b) the City's Payment Obligation is a limited obligation ofthe City payable solely out of the Base Sales Tax and Home Rule Sales Tax the City receives from the IDOR which are attributable to the gross sales generated at the Subject Property after the completion of the Development Improvements (or any portion thereof) and the Site Improvements by the Developer or its tenants operating upon the Subject Property; (c) the sole source of the Developer's entitlement to payment of the Sales Tax Incentive shall be the aforesaid Base Sales Tax and Home Rule Sales Tax; (d) the City's Payment Obligation shall not be construed as general obligation of the City; and (e) the Developer bears all risk of non-payment resulting from the Permanent Closure of the Developer's business operation at the Subject Property. 14. Term. This Agreement shall be in full force and effect for a Term commencing on the Effective Date of this Agreement and ending on the earlier to occur of: (a) the City's payment to the Developer of the Maximum Total Payment Obligation; (b) the Permanent Closure of the fueling station prior to the City's payment to the Developer of the Maximum Total Payment Obligation of the City; (c) the 20th anniversary of the Commencement Date or (d) subject to any delays caused by a Force Majeure Event, the failure of the Developer to complete construction Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry. il.us www.ci.mchenry.il.us of the Site Improvements to the Subject Property and a temporary or permanent certificate of occupancy has not been issued for at least one building on the Subject Property on or before December 31, 2020. This Agreement shall remain in effect for enforcement and accounting purposes following the expiration of the Term. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, in the event (i) IDOR suspends, delays, or otherwise stops remitting the Base Sales Tax and/or Home Rule Sales Tax revenue to the City other than as a result of a Permanent Closure or the acts and/or omissions of Developer or its tenants or (ii) the City shall fail or be unable to remit the Base Sales Tax and/or the Home Rule Sales Tax revenue to the Developer as provided herein, then in addition to any other remedies available to Developer hereunder, the term of this Agreement shall be extended on a day for day basis for that/those periods) of interrupted remittances) by IDOR or the City until such time that the City has satisfied the Maximum Total Payment Obligation. 15. Miscellaneous. This Agreement shall be binding upon and inure to the benefit of the Parties. Any notices required or contemplated by this Agreement shall be sent by certified mail orvia anationally-recognized private carrier (such as Fed Ex or UPS), as follows: If to Developer: RR McHenry, LLC, an Illinois limited liability company ATTN: Nathan Heidner 5277 Trillium Blvd. Hoffman Estates, IL 60192 If to the City: City of McHenry 333 S. Green Street McHenry, IL 60050 Attention: City Administrator With a copy to: David W. McArdle Zukowski, Rogers, Flood &McArdle 50 Virginia Street Crystal Lake, Illinois 60014 16. Default. In the event of a claimed default under this Agreement, the non - defaulting party shall provide notice of default to the defaulting party. No legal action may be commenced with respect to a claimed default until thirty (30) days after said notice has passed, during which time the claimed defaulting party may cure the claimed default; provided, however, that in the event the default is of a such a nature that it cannot be cured within thirty (30) days, E Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us then the defaulting party shall not be in default hereunder so long as such party has commenced to cure such default and is diligently pursuing such cure to completion. This Agreement shall be governed by Illinois law without regard to its rules regarding conflicts of law. 17. Enforcement. Any action to enforce this Agreement shall only be filed in the Twenty -Second Judicial Circuit, McHenry County, Illinois. The party who prevails in any such action shall be entitled to recover its reasonable attorneys fees from the other party. 18. Only Agreement. This Agreement sets forth all the promises, inducements, agreements, conditions and understandings between the Developer and the City relative to the Sales Tax Incentive and there are no other promises, agreements, conditions or understandings, oral or written, express or implied, between them relative thereto. This Agreement may only be amended byway of a written instrument that is signed by both Parties. 19. Force Majeure Event. As used in this Agreement, the term "Force Majeure Event" shall mean an event of any delay caused by damage or destruction by fire or other similar casualty, or by reason of Acts of God, strikes, lockouts, unavailability of materials, failure of power, prohibitive governmental laws or regulations (beyond the control of the City), war, riots, insurrections, the act or failure to act of the other party, adverse weather conditions preventing the performance of work as certified to by an architect, or other similar reason beyond such party's control the occurrence of which shall delay the performance by the City or Developer of their respective obligations under this Agreement. Lack of adequate funds or financial inability to perform shall not be deemed to be a Force Majeure Event. 20. Assignment of Agreement. This Agreement may be assigned by Developer, without the City's consent, to: (i) a bona fide purchaser of Developer's business or the Subject Property; (ii) an entity that Developer owns no less than a fifty percent (50%) interest in; or (iii) Developer's tenant under a ground lease agreement for all or portion of the Subject Property, so long as that ground lease has a primary term of not less than fifteen (15) years; provided: (A) the transaction does not violate 65 ILCS 5/8-11-20, as amended, or any statute enacted to amend or replace 65 ILCS 5/8-11-20; (B) at least thirty (30) days' prior written notice of such assignment is provided to the City; and (C) that the assignee agrees to be bound by all of the terms, conditions and provisions of this Agreement, including but not limited, to the City's default remedies. City of McHenry By: J Date Zt> Department of Economic Development Douglas Martin, Director of Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone:(815)363-2170 Fax:(815)363-2173 dmartin@ci.mchenry.il.us www.ci.mchenry.il.us RR McHenry LLC By: HPI Management, I an Illi ois co oratior� Its: M a� r , By: Rick Heidner, President Attest: � C / � Attest: �6��'2�% � Trisha Ramel, Depu y City Clerk Z:\M\McHen ryCityof\RickyRockets\Development&I ncentiveAgreement.docx Date 2�6 �2 �2 v 11 Department of Community & Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 www.ci.mchenry.il.us Exhibit "A" Site Improvements a. §$ f� r �Ng z x as d V 0 j 9N111nisAo5 y �I pl U ID 0 si rrti+_7 i J Q Z 133Hs 3uu SIONIIII'AUN3H3W 90 AI13 AUN3H3W SNOINUGHI EuEL K s E K � c. �� ��� �i I �< WIVIOU#I e.l B44¢r@[��glJIM, $ro b a,. 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Is j( tj yyII t 1� ., Department of Community & Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 www.ci.mchenry.il.us Exhibit "B" Extraordinary Development Costs Department of Community & Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363111,2170 Fax: (815) 363-2173 www.ci.mchenry.il.us Exhibit "C" Depiction of the Gateway Sign Department of Community & Economic Development McHenry Municipal Center 333 Green Street McHenry, Illinois 60050 Phone: (815) 363-2170 Fax: (815) 363-2173 www.ci.mchenry.il.us Exhibit "C-1" Depiction of the Gateway Sign Location SUBJECT PROPERTY r,rlr, CURB TIS'G � cr.�.>F. L4wJ _za.- .. x i V — v kA ;, •fM1fisi r -, i�r'Ra J 7� u�vz v�.yx x .k o-.J.. �N�� i x .•x x _x _K x r_rrk _gsrvr xzrrLL k� a xx x xT3sr� x It — �[ 0x.,0 UOw�GI At WSs /. 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