Loading...
R-57-25 Approving A Professional Services Consulting Agreement418 Main Street I Lemont, IL 60439 TO: Village Board Meeting FROM: George Schafer, Administration THROUGH: SUBJECT: A Resolution Approving A Professional Services Consulting Agreement with Ryan, LLC and the Village of Lemont for the Main and Maley Road TIF Study DATE: August 11, 2025 SUMMARY/BACKGROUND The Main Street corridor in the Maley Road and surrounding area has been a topic of discussion for the last several years as a key gateway to the community with industrial and other transportation type uses occupying many of the properties. Blight and other factors may be preventing many of these areas from redeveloping into higher value potential opportunities. As a result, staff has been working with consultants and TIF attorneys on evaluating the area for potential tax increment financing designation of the area. To do so, a three phase study would be required including preparation of an eligibility report, a redevelopment plan and financial analysis for the proposed district. Attached is a Resolution and Professional Services consulting agreement with Ryan, LLC for the Main & Maley Rd TIF Study for a not to exceed amount for the three phases to provide those services. The rate is set through the end of the calendar year, of which the project is expected to be complete. The most outward benefit (of a TIF district, if it were to qualify) would be that it promotes meaningful development as it would give the Village a mechanism by which it can provide economic incentives to developers to responsibly develop properties within the TIF Some or all of the properties in this area are hindered by either contamination, flood plain, lack of utilities, lack of platting or other hurdles to development. Any incentives considered for projects would have to be negotiated and approved by the Board via redevelopment agreement, and only for TIF eligible costs approved by the Board. ANALYSIS Consistency with Village Policy Lemont 2030 Comprehensive Plan STAFF RECOMMENDATION Approve Agreement BOARD ACTION REQUESTED Motion to Approve ATTACHMENTS Resolution Approving Professional Services Consulting Agreement with Ryan, LLC for the Main and Maley TIF Study.pdf Main and Maley Agreement.pdf VOL Potential M TIF.pdf VILLAGE OF LEMONT RESOLUTION NUMBER R- 125 A RESOLUTION APPROVING A PROFESSIONAL SERVICES CONSULTING AGREEMENT WITH RYAN, LLC AND THE VILLAGE OF LEMONT FOR THE MAIN AND MALEY ROAD TIF STUDY JOHN EGOFSKE, Village President CHARLENE M. SMOLLEN, Clerk SAM FORZLEY JANELLE KITTRIDGE KEN MCCLAFFERTY KEVIN SHA UGHNESSY RICK SNIEGOWSKI RON STAPLETON Trustees Published in pamphlet form by authority of the Village President and Board of Trustees of the Village of Lemont on 'Kit 2025 RESOLUTION NO. R- -25 A RESOLUTION APPROVING A PROFESSIONAL SERVICES AGREEMENT WITH RYAN, LLC AND THE VILLAGE OF LEMONT FOR THE MAIN AND MALEY ROAD TIF STUDY WHEREAS the Village of Lemont, Counties of Cook, Will, and DuPagd, Illinois, ("the Village") is a municipality in the State of Illinois with full powers to enact Ordinances and adopt Resolutions for the benefits of the residents of the Village; and WHEREAS, the Village and Ryan, llc wish to enter a professional services consulting agreement for Professional Services Consultation Services as further outlined in the professional services agreement attached hereto as Exhibit A ("Agreement"); and WHEREAS, the Mayor and Board of Trustees find that it is in the best interests of the Village to authorize the Agreement attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees of the Village of Lemont, Counties of Cook, Will and DuPage, Illinois, as follows: SECTION 1: That the above recitals and legislative findings are found to be true and correct and are hereby incorporated herein and made a part hereof as if fully set forth in their entirety. SECTION 2: The Mayor and Board of Trustees of the Village of Lemont hereby approve the Agreement with Ryan, LLC in substantially the same form as attached hereto as Exhibit A, subject to attorney review. SECTION 3: The Mayor and Clerk are hereby authorized, respectively, to execute the Agreement with HR Green, Inc. SECTION 4: This Resolution, and its parts, are declared to be severable and any section, subsection, sentence, clause, provision, or portion of this Resolution that is declared invalid such decision shall not affect the validity of any other portion of this Resolution, which shall remain in full force and effect. SECTION 5: All Resolutions and Ordinances in conflict herewith are hereby repealed to the extent of such conflict. ADOPTED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL, AND DUPAGE, ILLINOIS, ON THIS I ( DAY OF P- I jk6t'/ 2025 PRESIDENT AND VILLAGE BOARD MEMBERS: AYES: NAYS: ABSENT: ABSTAIN: Samuel J. Forzley Janelle Kittridge V Ken McClafferty V Kevin Shaughnessy Rick Sniegowski 1/ Ron Stapleton Attest: John Egofske, Village President Charlene M. Smollen, Village Clerk G�OFIF v �O v y /ZCIN00 Exhibit A Professional Services Consulting Agreement Ryan). CREDITS AND INCENTIVES SERVICES AGREEMENT This Credits and Incentives Services Agreement ("Agreement") is entered into as of the Effective Date indicated below by and between Ryan and Client as defined below. PARTIES Ryan Ryan, LLC, a Delaware limited liability company and its affiliates Client Village of Lemont Address 227 West Monroe Street Suite 4200 Chicago, Illinois 60606 Address 418 Main Street Lemont, IL 60439 Ryan Principal Sharon Roberts Client Contact George Schafer Email Sharon. Roberts@ryan.com Email gschafer@lemont.il.us Telephone 972.934.0022 Telephone 630.257.1590 ENGAGEMENT SCOPE Effective Date 5/27/2025 Term Date 36-months Tax Periods Not Applicable Auto -Renewal No Billing Cycle Monthly Payment Term Net 30 days Annual Increase 4%(Hourly and Fixed Fee only) Entities Listed in Exhibit A to this Agreement CONSULTING SERVICES Yes Economic Development and Tax Increment FinancingHourly$315 Blended Definitions: "Ryan" and "Client" mean the entities and their affiliates that are set forth on page 1. "Parties" means collectively Ryan and Client, and "Party" means singularly Ryan or Client. "Services" means the Services listed with a "Yes" in the Engaged column on page 1. 1. Fees. a. "Hourly Fee" will be calculated by multiplying the number of hours required to perform the applicable Services by the applicable Fee Rate. b. Client shall pay all invoices in full by the Payment Term or interest will accrue at the rate of one and one-half percent (1.5%) per month on past due fees. Ryan will accept electronic funds transfers from the automated clearing house ("ACH") or paper checks. ACH instructions will be printed on the Client's invoice. Any other payment method selected by Client will require Ryan's prior approval and reimbursement of any third -party payment transmission or processing fees incurred by Ryan. Client shall reimburse Ryan for any collection costs incurred by Ryan in connection with invoices more than sixty (60) days past due. c. The rate(s) used to calculate Ryan's Fixed Fees and Hourly Fees will automatically increase by the "Annual Increase" percentage indicated on page 1 effective each January 1. In addition, if applicable, the rate(s) in Schedule 2 herein may be increased from time to time by email notification, but no more frequently than once every twelve (12) months. 2. Expenses. a. Where Ryan is performing Services for an Hourly Fee or Fixed Fee, Client shall reimburse Ryan for all expenses. Client shall be directly responsible for paying all third -party professional fees, including lawyers' fees. Expenses that are reimbursable to Ryan shall be limited to reasonable out-of-pocket costs that are actually incurred by Ryan and approved in advance by Client. 3. Term. a. This Agreement is effective from the Effective Date until the Term Date as indicated on page 1 of this Agreement but shall be extended to cover appeals filed by Ryan that remain open on the Term Date. Notwithstanding, and upon written pre - authorization and approval by Client, Ryan may begin its Services to Client while Client seeks requisite approval from any applicable municipality leadership, governing body, or the like. Compensation for such Services shall be due and payable to Ryan, per the payment terms described above, regardless of such requisite approval being in place at the time such Services were performed. Where "Auto -Renewal" is agreed to as "Yes" on page 1, this Agreement will automatically renew for additional one-year periods on each anniversary of the Term Date (the "Renewal Date"). Notwithstanding any automatic renewal, either Party may elect not to renew this Agreement by giving the other Party written notice of such election at least thirty (30) days prior to the next Renewal Date. b. Any termination or expiration of this Agreement or any other language herein will not reduce, affect, or limit Ryan's assigned interests or right to receive compensation under this Agreement for deliverables provided or Services performed up to and including the effective date of termination or expiration, and Client shall be responsible for compensating Ryan as provided Ryan Credits and Incentives Services Agreement (Confidential) Pagel of 8 Ryan#). in this Agreement for (i) fixed fees incurred by Ryan up to and including the effective date of termination or expiration; and (ii) Performance Based Fees for all credits, reduction or savings identified by Ryan up to and including the effective date of termination or expiration for which Client, or any successor to Client, receives, realizes, or recognizes any Recovery or Reduction, even if Client does not allow Ryan to participate in the pursuit of such Recoveries or Reductions. 3. Confidentiality. All non-public information received by Ryan from Client shall be considered confidential information that Ryan will disclose only to the extent necessary to provide the Services. Ryan's confidential information will include Ryan products, and content, its proprietary technology or software in all versions, forms and specifications. Neither Party shall disclose, publish, or transmit the confidential information of the other Party to any nonparty without obtaining the other Party's prior written approval. This non -disclosure provision does not apply to: (i) Ryan fulfilling its Services under the Engagement Scope; (ii) either Party sharing data as necessary with its wholly -owned affiliates, subcontractors, or agents; (iii) either Party utilizing the services of a commercially reasonable nonparty data hosting provider; (iv) an official order of any court of competent jurisdiction; (v) information independently developed by the receiving Party; (vi) information previously known to the receiving Party without any obligation of confidentiality; or (vii) information rightfully received by the receiving Party from a nonparty without any obligation of confidentiality. At the end of this engagement, Ryan shall return or confirm the destruction of all Client data in Ryan's possession; provided, however, Ryan may retain Client data contained in Ryan's professional work papers and secure, archival computer backup files maintained in the ordinary course of business and in derivative works where identification of the source has been removed. Ryan will implement and maintain reasonable administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Client data and will adhere to any applicable regulations governing the handling of personal identification information, including the California Consumer Protection Act and the European General Date Protection Regulations. Limitation of Liability. Ryan's liability for all claims, liability, damages, or expenses under any theory arising under or relating to Ryan's performance of Services shall not exceed $1,000,000. In addition to the foregoing, neither Party shall be liable under this Agreement for any claim involving indirect, exemplary, incidental, special, or consequential damages or costs, lost or damaged data, or loss of profit or goodwill, whether foreseeable or not, even if such Party has been advised of the possibility of such damages. 4. No Representation Before the IRS. Neither Ryan nor any of its employees will provide any legal or accounting services to Client in connection with this Agreement. Neither Ryan nor any employee of Ryan will serve in a representative capacity on behalf or before the Internal Revenue Service ("IRS"), nor will Ryan or any employee of Ryan obtain a power of attorney (on IRS Form 2848 or otherwise) authorizing Ryan or such employee to represent Client before the IRS. If it becomes necessary for Client to have a representative before the IRS or if it becomes necessary for Ryan to engage a party to provide professional services in support of Ryan's obligations under this Agreement, Ryan may, at its option, engage a representative or such third party on behalf of Client to represent Client before the IRS or provide such professional services, as the case may be. Such engagement shall (i) be at Ryan's expense, provided that in the case of an Adjudication, Ryan's fee shall be adjusted as set forth above; and (ii) be subject to Client's approval, provided that Client agrees not to unreasonably withhold or condition such approval. Ryan will provide assistance to such representative, but such assistance shall be limited to providing the factual basis for the filing of claims for refund and other tax returns filed by Client pursuant to this Agreement and the information supplied on such returns. 5. General. This Agreement, along with Exhibit A, and Schedules 1 and 2, constitutes the entire agreement between the Parties and supersedes all other oral and written proposals, representations, agreements, and other communications between the Parties with respect to the subject matter. Any change, waiver, modification, or other amendment of any provision of this Agreement shall be binding and effective only with the prior written consent of both Parties. Neither Party may assign or otherwise transfer any benefit or obligation arising under this Agreement without the prior written consent of the other Party, except to an affiliate or successor in interest to substantially all of the stock or assets of the Party. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, with exclusive venue residing in a court of competent jurisdiction in Dallas, Dallas County, Texas. In the event of any legal action brought to enforce this Agreement, the prevailing Party shall be entitled to recover its reasonable lawyers' fees and costs. Each Party warrants the act of placing an electronic signature on this document, including a digital image or encrypted data, shall have the same effect of a manual signing, was done with the authority to legally bind the Party, and no claim will be brought by the Party alleging that this document was not properly signed. Notices shall be emailed and mailed certified mail to the Parties at the Addresses listed on page 1 above along with copies to: chairman@ryan.com and legal.notices@ryan.com. Ryan Credits and Incentives Services Agreement (Confidential) Page 2 of 8 Ryan), IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date set forth below. Ryan, LLC: Village of Lemont, Illinois: By: By: Printed Name: Printed Name: Title: Title: ��r� l cl eo' Date: Date: J r 1 - 7-6 Attachments: Exhibit A — Client Entities Schedule 1 — Description of Services Schedule 2 — Fee Rate(s) Ryan Credits and Incentives Services Agreement (Confidential) Page 3 of 8 Ryan.,.), EXHIBIT A — CLIENT ENTITIES Village of Lemont, Illinois Ryan Credits and Incentives Services Agreement (Confidential) Page 4 of 8 SCHEDULE 1— DESCRIPTION OF SERVICES I. CONSULTING SERVICES A. Economic Development and Tax Increment Financing (`°TIF") Phase 1: Prepare Proposed TIF Eligibility Report Inventoryand Analysis of Proposed TIF Properties • Ryan will assist Client to determine and confirm likely boundaries of the proposed redevelopment area as identified by the Client and generally located along Main Street and Maley Road based upon site visits, historic assessed value analysis, and results of any analysis presently or previously undertaken by Client. Client may provide assistance relating to Geographic Information Systems maps, land use surveys, and sources of information relating to term of vacancy, and utility services. • Highlight and investigate preliminary "priority areas" as identified by Client within the potential redevelopment designation based upon the above analyses. Identify opportunities currently evident and ways to create opportunities where none may be apparent. • Review with Client potential pros and cons, costs and benefits, and advantages and disadvantages of other possible viable funding options available, including, but not limited to, programs described below. Recommendation of Financing_ Options for the Proposed TIF • Provide advice and consultation related to appropriate incentive mechanisms or public financing techniques which could be applied to specific project areas within the proposed the Proposed TIF. Review "priority areas" identified based upon discussions with Client where the Proposed TIF is concerned, and how to address deficiencies existing within these locations. • Determine which tool or combination of tools would be best suited to specific "priority" or other important areas, and how the forms of assistance can work with or against the other, for the Proposed TIF or other programs. • In the event that certain local financing programs or economic development alternatives for redevelopment areas such as Business Districts (BD) special service areas (SSA), special assessment districts (SAD) or "hybrids" of such alternatives may be applicable, Ryan would identify the benefits and costs of programs and their condition for use (including state statutes which must be met) by Client. Review and Documentation of the Proposed TIF Qualification Factors • Review with Client the preliminary boundaries for the area, as well as initial redevelopment goals and objectives specific to the redevelopment area. Boundary review includes "doughnut holes" of certain properties, multiple TIF, or other options relating to Client goals. • Review the characteristics of the Proposed TIF site(s) and adjacent properties in order to recommend precise proposed boundaries for the Proposed TIF and to assess the potential qualification factors (strengths and weaknesses) of any identified area in accordance with the provisions of state law. Review includes site surveys, review of past plans and policy materials, discussions with Client, site tours/examination, and county data pertaining to equalized assessed valuation, tax rate, and tax collection trends. • Prepare Preliminary Proposed TIF or other program qualification report for the site(s) based upon the presence of eligibility factors required under state law. • Determine whether proposed costs and revenues to be incurred and/or generated from any proposed redevelopment project area(s) are reasonable, feasible, and acceptable assumptions for the intended area to be developed. • Identify principal strategies for incentives and potential funding mechanisms based upon each potential redevelopment projects' ability to generate property, and/or other incremental taxes to cover anticipated costs and/or debt set -vice requirements. Phase 2: Prepare Proposed TIF Redevelopment Plan and Implement TIF Adoption Process Prepare Resolutions of Intent and Interested Parties Registries • Assist Client attorney to prepare resolution of intent for the Proposed TIF. • Attend Client board meeting to review the purpose of the resolution of intent and respond to questions of officials and/or public. • Distribute resolutions to affected taxing districts per the requirements of the TIF Act. Ryan Credits and Incentives Services Agreement (Confidential) Page 5 of 8 Ryan:-) • Prepare for Client council review and adoption documents and systems required to establish Interested Parties Registries for the Proposed TIF District. Preparation of Proposed TIF Redevelopment Plan • Review with Client the preliminary boundaries for the plan as well as redevelopment goals and objectives. • Prepare a draft Proposed TIF Redevelopment Plan for the area based upon the presence of qualification factors required under state law. Ryan will be available to discuss the findings with Client in meetings prior to completing the report. • Assist Client to prepare, refine, and document the required redevelopment plan and project for the area that satisfy TIF eligibility criteria pursuant to state law. Finalize Redevelopment Plan and Project • In conjunction with Client, finalize Proposed TIF and boundaries and assist in the process of preparation of legal descriptions which identify the boundaries for each of the redevelopment areas. • Subsequent to the review of the draft redevelopment plan by the Client and other taxing districts (if applicable), revise the redevelopment plan sections in order to add relevant comments and/or corrections. Prepare Public Hearing Notices • Assist Client with preparation of public hearing resolution and TIF public notices. • Prepare mailings for affected taxing districts and distribute notices to the taxing districts. • Prepare residential, taxpayer and taxing district mailings as required for any public meetings. Coordinate Joint Review Board (JRB) Process • Provide agenda items, draft Proposed TIF ordinances, and other materials as required by the TIF Act. • Attend JRB meetings as necessary and appropriate. • Assist Client to respond to JRB requests. • Assist Client to prepare JRB resolutions relating to findings. Preparation of Notices • Identify taxpayers located within the Proposed TIF district and obtain mailing information from the county. • Assist Client with preparation of mailings for taxpayers including review of delinquent taxpayers. • Identify residential units and taxpayers of record for TIF mailings related to 750 feet notice provisions. • Assist Client with coordinating publication of legal notices for local newspapers. Attend Public Hearings and Required Meetings • Participate in required public hearing and meetings with all interested and affected parties, including property owners. • Work with Client to meet all requirements of Illinois law. Ryan Credits and Incentives Services Agreement (Confidential) Page 6 of 8 Ryan,), 3. Phase 3: Financial Analysis • Assist Client in evaluating and preparing financial projections that relate to the proposed redevelopment area. Evaluation will be conducted on the feasibility of such proposals given factors such as physical improvement requirements, proposed user mix, phased developments, project costs, and timetable for implementation. • Provide recommendations to Client for funding strategies to be evaluated with regards to their likelihood to succeed and meet Client's economic development goals. Meet with Client to discuss the Report and to obtain Client input prior to formal submission. Make an oral presentation to the Client as deemed appropriate by the Client. • Assist Client in finalization of strategies and priorities and provide professional opinions on alternatives available to Client in determining the best alternatives available to fund the redevelopment projects to be implemented. • Advise Client regarding provisions required that might impact either the proposed financial structure or Client's ability to deliver economic development funding assistance in a timely manner. Provide Client with an analysis of proposed tax increment and any other revenue/cost projections and summarize the potential funding advantages/disadvantages of various funding strategies. • Make a thorough review of the proposed development strategies to advise Client of any problems or concerns regarding provisions and/or conditions that might adversely impact any of the proposed financial structures. B. Out -of -Scope Consulting (As Requested). "Out -of -Scope Consulting" means any other services that are not specifically described under another service description (e.g., economic impact study or labor analytics study). An exchange of emails by employees of the Parties who have the title of Manager or above will be sufficient to confirm the engagement of Ryan to perform Out -of -Scope Consulting. Ryan Credits and Incentives Services Agreement (Confidential) Page 7 of 8 SCHEDULE 2 - FEE RATE(S) Client agrees to pay Ryan an hourly rate of $315 for the Services based on the time that Ryan's professionals spend performing them. Ryan's hourly rate(s) are chargeable in one-fourth (1/4th) hour increments and are billed monthly. The hourly rate(s) will increase annually. Ryan estimates that the costs for Services to be $17,500 for Phase 1 and $27,500 for Phase 2 for this scope of services as requested by the Client on the above Schedule 1 under Section I (A). Should Client authorize any additional services pursuant to Phase 3 services from Ryan pursuant to this Agreement, such Services will be billed on an hourly rate as described above. Ryan Credits and Incentives Services Agreement (Confidential) Page 8 of 8 I* 4-j C: 0 ,oil E CD C� C? C? 2 2i co �1 0 LL C/) LO CN X r) CD w CN i,5 C: C\j c 0 LO N