2004-027ORDINANCE NO. 2004-. 2 7
0
AN ORDINANCE APPROVING AN ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN
THE VILLAGE OF BUFFALO GROVE AND
L.S.G. FOOD SERVICES, INC. d/b /a WEBER GRILL RESTAURANT
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit by virtue of the Illinois Constitution of
1970; and
WHEREAS, L.S.G. Food Services, Inc. d/b /a Weber Grill Restaurant ( "Weber ") has annexed the existing
Weber Grill Restaurant into the Village of Buffalo Grove; and
WHEREAS, as a result, the efficient and effective use of commercial property will occur which will
increase the Village's tax base and increase employment opportunities in the Village, and in furtherance of this, the
Village is willing to grant certain incentives to Weber.
NOW, THEREFORE BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS that:
Section 1. The foregoing Whereas clauses are hereby incorporated herein.
Section 2. The Village President and Village Clerk are hereby authorized to execute the Economic
Incentive Agreement between the Village of Buffalo Grove and L.S.G. Food Services, Inc., d/b /a Weber
Grill Restaurant, a copy of which is attached hereto as Exhibit "A ".
Section 3. This Ordinance shall be in full force and effective from and after its passage and approval. This
Ordinance shall not be codified.
AYES: 6 — Braiman, Glover Berman, Johnson, Kahn, Trilling
NAYES: O' — None �-
ABSENT: 0 — None
PASSED: February 23, 2 -004 APPROVED: February 24, 2004
ATTEST:
Villa Jerk
2/11/04
0
ECONOMIC INCENTIVE AGREEMENT
BY AND BETWEEN
THE VILLAGE OF BUFFALO GROVE AND L.S.G FOOD SERVICES, INC.
d /b /a WEBER GRILL RESTAURANT
THIS ECONOMIC INCENTIVE AGREEMENT is made and entered into as of the
19th day of January, 2004, by and between the Village of Buffalo Grove, an Illinois home rule
municipal corporation (hereafter "Village ") and L.S.G. Food Services, Inc., d /b /a Weber Grill
Restaurant an Illinois corporation (hereafter "Weber").
IN CONSIDERATION OF the recitals and mutual covenants and agreements set
forth herein, the receipt and sufficiency of which are hereby acknowledged, the Village and
Weber (collectively hereafter "Parties ") agree as follows:
SECTION 1. RECITALS.
A. The Village and Weber entered into an Annexation Agreement dated
January 5, 2004 whereby the parties therein agreed to annex the existing Weber Grill
Restaurant property located at 920 Milwaukee Avenue and 927 Prague Avenue into the
corporate limits of the Village, which Annexation Agreement was approved by the Village by
Ordinance No. 2004 -06. Pursuant to the Annexation Agreement, the Village approved
Ordinance No. 2004 -10, which annexed the real property legally described therein and
commonly known as 920 Milwaukee Avenue and 927 Prague Avenue (hereafter "Property")
into the Village.
B. The Property is currently developed with a restaurant and parking
facilities operated by Weber (hereafter "Business ")
C. In order to induce Weber to locate its Business in the Village and to
undertake and ensure the success of the Business, the Village has agreed, pursuant to the
terms of the Annexation Agreement and this Agreement, to rebate to Weber the Village's
home rules sales tax of not more than .5% generated by the Business and received by the
Village.
D. As of the date of this Agreement, the total sales tax rate for applicable
sales within the Village is seven percent (7 %), the Village portion of which is one point five
percent (1.5 %), comprised of one percent (1 %) for the state retailers' occupation tax and five -
tenths of one percent (.5 %) for the Village's Home Rule Sales Tax.
E. The Village and Weber have the power and authority to enter into this
Agreement pursuant to, but without limitation, the home rule powers of the Village under
Section 6, Article VII of the 1970 Constitution of the State of Illinois.
SECTION 2. DEFINITIONS.
Whenever used in this Agreement, the following terms shall have the following
meanings unless a different meaning is required by the context.
"Commencement Date ": March 1, 2004.
"Gross Receipts ": The term "Gross Receipts" shall have the same meaning
as that which is ascribed to it in the Retailers' Occupation Tax Act.
"Home Rule Sales Tax ": The five- tenths of one percent (.5 %) sales tax
imposed in the Village pursuant to the Village's Home Rule Sales Tax Ordinance No. 91 -57
under the Home Rule Municipal Retailers' Occupation Tax Act, 65 ILCS 5/8 -11 -1 and the
Home Rule Municipal Service Occupation Tax, 65 ILCS 5/8 -11 -5. The term "Home Rule Sales
Tax' shall not include any increase enacted by the Village but effective after the date of this
Agreement.
"Home Rule Sales Tax Payment ": The payment to Weber of a portion of the
Home Rule Sales Tax that the Village is required to make pursuant to Section 3 of this
Agreement.
"Sales Tax Years ": The period of time commencing on the Commencement
Date and ending on the date that is one year after the Commencement Date, and each of the
nine (9) succeeding yearly periods thereafter
SECTION 3. HOME RULE SALES TAX PAYMENT.
A. Calculation of Home Rule Sales Tax Payment. For each Sales Tax
Year during the term of this Agreement, the Village shall pay to Weber the Village's Home Rule
Sales Tax attributable to the Business and received by the Village for that particular Sales Tax
Year.
B. Village Payment. Within 30 days after the end of each three -month
period of each Sales Tax Year ( "Quarter"), the Village shall pay to Weber the Home Rule Sales
Tax Payment applicable to that particular Quarter pursuant to Subsection A of this Section. If,
for any reason, the State of Illinois fails to distribute the Home Rule Sales Tax revenue to the
Village within- 30 days after the- end of any- Quarter- of any -Sales -Tax- -Year; -the- Village shall
provide notice of that failure to Weber. In that event, the Village shall make the required Home
Rule Sales Tax Payment within 30 days after the date on which the Village actually receives
the Home Rule Sales Tax revenue due the Village for the applicable Quarter.
C. No Guarantee. The parties acknowledge and agree that none of the
terms, conditions, or provisions of this Agreement shall be construed, deemed, or interpreted
as either (1) a guarantee that the Village will receive any Home Rule Sales Taxes as a result of
the operation of the Business in the Village or (2) a requirement or obligation by Weber to
generate Gross Receipts from the Business.
D. No Village Obligation. The parties acknowledge and agree that none of
the terms, conditions, or provisions of this Agreement shall be construed, deemed, or
interpreted as (1) a restriction or prohibition on the Village from eliminating or amending its
Home Rule Sales Tax, or (2) a requirement to impose a sales or other tax for the purpose of
providing a source of funds for the Home Rule Sales Tax Payment.
E. Loss of Authority. In the event that the Village's authority to enter into
this Agreement or to pay the Home Rule Sales Tax Payment to Weber pursuant to this
Agreement are repealed, become unexercisable, null and void or otherwise become invalid
then the Village's obligations hereunder shall cease and no further obligations shall be
required of the Village.
2
SECTION 4. EXCLUSIVE AGREEMENT.
During the Term hereof, Weber agrees not to enter into any other municipal sales tax
revenue sharing agreement with other municipalities in Illinois concerning the Business.
SECTIONS. LITIGATION AND DEFENSE OF AGREEMENT.
A. Litigation. If, during the term of this Agreement, any lawsuits or
proceedings are filed or initiated against either party before any court, commission, board,
bureau, agency, unit of government or sub -unit thereof, arbitrator, or other instrumentality, that
may materially affect or inhibit the ability of either party to perform its obligations under, or
otherwise to comply with, this Agreement ( "Litigation'), the party against which the Litigation is
filed or initiated shall promptly deliver a copy of the complaint or charge related thereto to the
other party and shall thereafter keep the other party fully informed concerning all aspects of
the Litigation.
B. Defense. The Village and Weber each agree to use their respective
best efforts to defend the validity of this Agreement, and all ordinances and resolutions
adopted and agreements executed pursuant to this Agreement, including every portion thereof
and every approval given, and every action taken, pursuant thereto.
SECTION 6. REMEDIES.
A. Remedies. In the event of a breach or an alleged breach of this
Agreement by either party, either party may, by suit, action, mandamus, or any other
proceeding, in law or in equity, including specific performance, enforce or compel the
performance of this Agreement.
B. Notice and Cure. Neither party may exercise the right to bring any suit,
_ -
action, mandamus or any other roceedin .-
.. ...........
y proceeding pursuant to Subsection A of this Section without
first giving written notice to the other party of the breach or alleged breach and allowing 15
days to cure the breach or alleged breach; provided, however, that if the party accused of the
breach or alleged breach cannot cure the condition within 15 days after the notice,
notwithstanding the party's diligent and continuous effort, promptly commenced and diligently
continued upon receipt of the notice, then the period to cure the violation or failure shall be
extended for the time necessary to cure the violation with diligence and continuity, but in no
event longer than 180 days unless extended in writing by the Village.
`SECTION 7. TERM.
This Agreement shall be in full force and effect from and after ib3 date until the
date that is the later to occur of (a) the date that is 10 years after the Commencement Date or
(b) the date on which the Village has made all payments required pursuant to this Agreement.
SECTION 8. INFORMATION.
Weber agrees to sign all documentation necessary to cause the Illinois
Department of Revenue to release to the Village the amount of Sales Tax generated by Weber
from the Property during each of the Sales Tax Years. During each sales tax year, Weber
shall also forward copies of its monthly Illinois Municipal Sales Tax Returns, ST -1 and ST -2, as
appropriate, to the Village. The forms provided shall detail the amount of sales tax collected
K,
and paid to the Illinois Department of Revenue as well as taxable gross receipts for Weber.
Weber and the Village shall keep all sales tax information confidential except where disclosure
of such information is required by law.
SECTION 9. GENERAL PROVISIONS.
A. Complete Agreement; Supersedence. This Agreement constitutes the
complete agreement of the parties regarding the payment of Home Rule Sales Tax to Weber
and shall supersede and nullify any and all prior drafts and agreements concerning the
payment of Home Rule Sales Tax to Weber including without limitation the aforestated
Annexation Agreement.
B. Amendments. No amendment to, or modification of, this Agreement
shall be effective unless and until it is in writing and is approved by the authorized
representative of Weber and by the Village of Buffalo Grove corporate authorities by
Ordinance duly adopted, and executed and delivered by the authorized representatives of
each party.
C. Notices. Any notice or other communication required or permitted to be
given under this Agreement shall be in writing, and shall be deemed delivered to and received
by the addressee thereof when delivered in person at the address set forth below, or three
business days after deposit thereof in any main or branch United States Post Office, certified
or registered mail, return receipt requested, postage prepaid, properly addressed to the
parties, respectively, as follows:
For notices and communications to the Village:
Village -of Buffalo Grove
50 Raupp Blvd.
Buffalo Grove, Illinois 60089
Attention: Director of Finance
Copy to:
William G. Raysa, Esq.
Raysa & Zimmerman, LTD
22 South Washington
Park Ridge, Illinois 60068
For notices and communications to Weber:
Leonard S. Gryn
Executive Vice President
Weber Stephen Products Co.
200 East Daniels Road
Palatine, Illinois 60067 -6266
Copy to:
Sidney Frisch, Jr.
General Counsel
4
Weber Stephen Products Co.
200 East Daniels Road
Palatine, Illinois 60067 -6266
Copy to:
Bryan Gerrish
Vice President Restaurants
Weber Stephen Products Co.
200 East Daniels Road
Palatine, Illinois 60067 -6266
By notice complying with the foregoing requirements of this paragraph, each
party shall have the right to change the address or addressee or both for all future notices and
communications to such party, but no notice of change of address shall be effective until
actually received.
D. Indemnity. Weber shall and hereby agrees to defend, hold harmless
and indemnify the Village, its President, Trustees, employees, agents and attorneys from and
against any and all claims, demands, suits, damages, liabilities, losses, expenses, and
judgments which may arise out of the establishment of an order - acceptance point within the
Village or this Agreement. The obligation of Weber in this regard shall include but shall not be
limited to all costs and expenses, including reasonable attorneys' fees, incurred by the Village
in responding to, defending against, or settling any such claims, demands, suits, damages,
liabilities, losses, expenses or judgements. Weber covenants that it will reimburse the Village,
or pay over to the Village, all sums of money the Village pays, or becomes liable to pay, by
reason of any of the foregoing, and will make payment to the Village as soon as the Village
becomes [table therefore; provided, however, that Weber liability under this Subsection shalt
be limited to the total amount of Home Rule Sales Tax Payments that Weber has received
from the Village pursuant to this Agreement as of the date of any such claim, demand, suit,
damage, liability, loss, expense, or judgment. In any suit or proceeding brought hereunder, the
Village shall have the right to appoint counsel of its own choosing to represent it.
E. Governing Law. This Agreement and the rights of the parties hereunder
shall be governed by, and construed, interpreted, and enforced in accordance with, the internal
laws, and not the conflict of law rules of the State of Illinois.
F. Interpretation. This Agreement has been negotiated by all parties and
shall not be interpreted or construed against the party drafting the Agreement.
G. Change in Laws. Unless otherwise explicitly provided in this
Agreement, any reference to laws, ordinances, rules, or regulations of any kind shall include
such laws, ordinances, rules, or regulations of any kind as they may be amended or modified
from time to time hereafter.
H. Headings. The headings of the sections, paragraphs, and other parts of
this Agreement are for convenience and reference only and in no way define, extend, limit, or
describe the meaning, scope, or intent of this Agreement, or the meaning, scope, or intent of
any provision hereof.
5
•
1. Time of Essence. Time is of the essence in the performance of all
terms and provisions of this Agreement.
J. Severability. It is the express intent of the parties hereto that should
any provision, covenant, agreement, or portion of this Agreement or its application to any
person, entity, or property be held void, invalid, or unenforceable by a court. of competent
jurisdiction, such action shall not effect the remainder of this Agreement, which shall continue
in full force and effect.
K. No Third Party Beneficiaries. Nothing in this Agreement shall create,
or be construed to create, any third party beneficiary rights in any person or entity not a
signatory to this Agreement.
L. Counterparts. This Agreement may be executed in any number of
multiply identical counterparts and all of said counterparts shall, individually and taken together
constitute the Agreement.
M. Assignment. Weber may assign this Agreement or the amounts, in
whole or part, to be paid hereunder. The Parties acknowledge that this Agreement is an
obligation that runs to Weber and is not a covenant running with the land.
N. Inspection of Books and Records. Upon prior written notice to Weber,
and at a place and time that is mutually beneficial to both parties, the Village shall have the
right to inspect and review those books and records which are directly related to establishing
Sales for any Sales Tax Year or portion thereof.
SECTION 10. RELOCATION.
If Weber relocates its Business from the Property to another location within the
Village (hereinafter "New Location ") then all of the terms and conditions of this Agreement shall
be operative and in full force and effect for the New Location for the balance orf the Safes Tax
Years then remaining.
N.
i r
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first above written.
ATTEST:
Vill Clerk
ATTEST:
. 0 W t� • GrsC�
Its: (w z
VILLAGE OF BUFFALO GROVE
By:
Elliott Hartstein
Village President
L.S.G. FOOD SERVICES INC., d /b /a WEBER
GRILL 714"� —
By:''
Leonard S. Gryn
Executive Vice President
7
ACKNOWLEDGEMENT
STATE OF ILLINOIS
i
} SS
COUNTY OF LAKE )
This instrument was acknowledged before me on 2004 by
Elliott Hartstein, the Village President of the VILLAGE OF BUFFALO GROVE, an Illinois home
rule municipal corporation, and by Janet Sirabian, the Village Clerk of said municipal
corporation.
Signature/of No ry
SEAL:
My Commission expires: d "OFFICIAL SEAL"
Soy FAY RUEIN
"'1°013 COMMISSION EXPIRES 01 /24
ACKNOWLEDGEMENT
STATE OF ILLINOIS
SS
COUNTY OF COOK
This instrument was acknowledged before me on R344iff/ 1a , 2004 by
Leonard S. Gryn, the Executive Vice President of L.S.G. FOOD SERVICES, INC., d /b /a
WEBER GRILL RESTAURANT an Illinois corporation, and by /tL 14• Ktscf{ the
6o o4km Se- e,Pe7Aa1of said corporation.
OFFICIAL SEAL
RENATE KAMPF
NOTARY PUBLIC STATE OF ILLINOIS Signature of Notary
MY COMMISSION EXP. APR. 20,2006 L
SEAL:
My Commission expires: �7-1- --�- 0 - a-0 D
STATE OF ILLINOIS )
ss.
COUNTY OF COOK )
CERTIFICATE
I, Janet M. Sirabian, certify that I am the duly elected
and acting Village Clerk of the Village of Buffalo
Grove, Cook and Lake Counties, Illinois.
I further certify that on February 23, 2004 the
Corporate Authorities of the Village passed and
approved Ordinance No. 2004 -27 entitled: AN
ORDINANCE APPROVING AN ECONOMIC INCENTIVE
AGREEMENT BY AND BETWEEN THE VILLAGE OF
BUFFALO GROVE AND L.S.G. FOOD SERVICES, INC.
d /b /a WEBER GRILL RESTAURANT which provided by
its terms that it should be published in pamphlet
form.
The pamphlet form of Ordinance No. 2004 -27
including the Ordinance and a sheet thereof, was
prepared, and a copy of such Ordinance was posted
in and at the Village Hall, commencing February 24,
2004 and continuing for at least ten days thereafter.
Copies of such Ordinance were also available for
public inspection upon request in the Office of
Village Clerk.
Dated at Buffalo Grove, Illinois, this 24th day of
February, 2004.
Qqj',,'dX)'
Vill& Clerk
By
ORDINANCE NO. 2004- 2 7
AN ORDINANCE APPROVING AN ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN
THE VILLAGE OF BUFFALO GROVE AND
L.S.G. FOOD SERVICES, INC. d/b /a WEBER GRILL RESTAURANT
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit by virtue of the Illinois Constitution of
1970; and
WHEREAS, L.S.G. Food Services, Inc. d/b /a Weber Grill Restaurant ("Weber") has annexed the existing
Weber Grill Restaurant into the Village of Buffalo Grove; and
WHEREAS, as a result, the efficient and effective use of commercial property will occur which will
increase the Village's tax base and increase employment opportunities in the Village, and in furtherance of this, the
Village is willing to grant certain incentives to Weber.
NOW, THEREFORE BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS that:
Section 1. The foregoing Whereas clauses are hereby incorporated herein.
Section 2. The Village President and Village Clerk are hereby authorized to execute the Economic
Incentive Agreement between the Village of Buffalo Grove and L.S.G. Food Services, Inc., d/b /a Weber
Grill Restaurant, a copy of which is attached hereto as Exhibit "A ".
Section 3. This Ordinance shall be in full force and effective from and after its passage and approval. This
Ordinance shall not be codified.
AYES: 6 — Braiman, Glover, Berman, Johnson, Kahn, Trilling
NAYES: 0' - None
ABSENT:
0 — None
PASSED: February 23, 2004 APPROVED: February 24. 2004
ATTEST:
Village Jerk
Ir
� M
2/11/04
ECONOMIC INCENTIVE AGREEMENT
BY AND BETWEEN
THE VILLAGE OF BUFFALO GROVE AND. L.S.G FOOD SERVICES, INC.
d /b /a WEBER GRILL RESTAURANT
THIS ECONOMIC INCENTIVE AGREEMENT is made and entered into as of the
19th day of January, 2004, by and between the Village of Buffalo Grove, an Illinois home rule
municipal corporation (hereafter "Village ") and L.S.G. Food Services, Inc., d /b /a Weber Grill
Restaurant an Illinois corporation (hereafter "Weber").
IN CONSIDERATION OF the recitals and mutual covenants and agreements set
forth herein, the receipt and sufficiency of which are hereby acknowledged, the Village and
Weber (collectively hereafter "Parties ") agree as follows:
SECTION 1. RECITALS.
A. The Village and Weber entered into an Annexation Agreement dated
January 5, 2004 whereby the parties therein agreed to annex the existing Weber Grill
Restaurant property located at 920 Milwaukee Avenue and 927 Prague Avenue into the
corporate limits of the Village, which Annexation Agreement was approved by the Village by
Ordinance No. 2004 -06. Pursuant to the Annexation Agreement, the Village approved
Ordinance No. 2004 -10, which annexed the real property legally described therein and
commonly known as 920 Milwaukee Avenue and 927 Prague Avenue (hereafter "Property")
into the Village.
B. The Property is currently developed with a restaurant and parking
facilities operated by Weber (hereafter "Business ")
C. In order to induce Weber to locate its Business in the Village and to
undertake and ensure the success of the Business, the Village has agreed, pursuant to the
terms of the Annexation Agreement and this Agreement, to rebate to Weber the Village's
home rules sales tax of not more than .5% generated by the Business and received by the
Village.
D. As of the date of this Agreement, the total sales tax rate for applicable
sales within the Village is seven percent (7 %), the Village portion of which is one point five
percent (1.5 %), comprised of one percent (1 %) for the state retailers' occupation tax and five -
tenths of one percent (.5 %) for the Village's Home Rule Sales Tax.
E. The Village and Weber have the power and authority to enter into this
Agreement pursuant to, but without limitation, the home rule powers of the Village under
Section 6, Article VII of the 1970 Constitution of the State of Illinois.
SECTION 2. DEFINITIONS.
Whenever used in this Agreement, the following terms shall have the following
meanings unless a different meaning is required by the context.
"Commencement Date ": March 1, 2004.
"Gross Receipts ": The term "Gross Receipts" shall have the same meaning
as that which is ascribed to it in the Retailers' Occupation Tax Act.
"Home Rule Sales Tax ": The five - tenths of one percent (.5 %) sales tax
imposed in the Village pursuant to the Village's Home Rule Sales Tax Ordinance No. 91 -57
under the Home Rule Municipal Retailers' Occupation Tax Act, 65 ILCS 5/8 -11 -1 and the
Home Rule Municipal Service Occupation Tax, 65 ILCS 5/8 -11 -5. The term "Home Rule Sales
Tax" shall not include any increase enacted by the Village but effective after the date of this
Agreement.
"Home Rule Sales Tax Payment ": The payment to Weber of a portion of the
Home Rule Sales Tax that the Village is required to make pursuant to Section 3 of this
Agreement.
"Sales Tax Years": The period of time commencing on the Commencement
Date and ending on the date that is one year after the Commencement Date, and each of the
nine (9) succeeding yearly periods thereafter
SECTION 3. HOME RULE SALES TAX PAYMENT.
A. Calculation of Home Rule Sales Tax Payment. For each Sales Tax
Year during the term of this Agree- ment, the Village shall pay to Weber the Village's Home Rule
Sales Tax attributable to the Business and received by the Village for that particular Sales Tax
Year.
B. Village Payment. Within 30 days after the end of each three -month
period of each Sales Tax Year ( "Quarter"), the Village shall pay to Weber the Home Rule Sales
Tax Payment applicable to that particular Quarter pursuant to Subsection A of this Section. If,
for any reason, the State of Illinois fails to distribute the Home Rule Sales Tax revenue to the
Village within 30 days after the- end - -of any Quarter of any Sales- Tax -Year; the Village shall
provide notice of that failure to Weber. In that event, the Village shall make the required Home
Rule Sales Tax Payment within 30 days after the date on which the Village actually receives
the Home Rule Sales Tax revenue due the Village for the applicable Quarter.
C. No Guarantee. The parties acknowledge and agree that none of the
terms, conditions, or provisions of this Agreement shall be construed, deemed, or interpreted
as either (1) a guarantee that the Village will receive any Home Rule Sales Taxes as a result of
the operation of the Business in the Village or (2) a requirement or obligation by Weber to
generate Gross Receipts from the Business.
D. No Village Obligation. The parties acknowledge and agree that none of
the terms, conditions, or provisions of this Agreement shall be construed, deemed, or
interpreted as (1) a restriction or prohibition on the Village from eliminating or amending its
Home Rule Sales Tax, or (2) a requirement to impose a sales or other tax for the purpose of
providing a source of funds for the Home Rule Sales Tax Payment.
E. Loss of Authority. In the event that the Village's authority to enter into
this Agreement or to pay the Home Rule Sales Tax Payment to Weber pursuant to this
Agreement are repealed, become unexercisable, null and void or otherwise become invalid
then the Village's obligations hereunder shall cease and no further obligations shall be
required of the Village.
2
SECTION 4. EXCLUSIVE AGREEMENT.
During the Term hereof, Weber agrees not to enter into any other municipal sales tax
revenue sharing agreement with other municipalities in Illinois concerning the Business.
SECTIONS. LITIGATION AND DEFENSE OF AGREEMENT.
A. Litigation. If, during the term of this Agreement, any lawsuits or
proceedings are filed or initiated against either party before any court, commission, board,
bureau, agency, unit of government or sub -unit thereof, arbitrator, or other instrumentality, that
may materially affect or inhibit the ability of either party to perform its obligations under, or
otherwise to comply with, this Agreement ( "Litigation "), the party against which the Litigation is
filed or initiated shall promptly deliver a copy of the complaint or charge related thereto to the
other party and shall thereafter keep the other party fully informed concerning all aspects of
the Litigation.
B. Defense. The Village and Weber each agree to use their respective
best efforts to defend the validity of this Agreement, and all ordinances and resolutions
adopted and agreements executed pursuant to this Agreement, including every portion thereof
and every approval given, and every action taken, pursuant thereto.
SECTION 6. REMEDIES.
A. Remedies. In the event of a breach or an alleged breach of this
Agreement by either party, either party may, by suit, action, mandamus, or any other
proceeding, in law or in equity, including specific performance, enforce or compel the
performance of this Agreement.
B. Notice and_Cure. Neither party may exercise the right to bring any suit,
action, mandamus or an . other proceeding y p g pursuant to Subsection A of this Section without
first giving written notice to the other party of the breach or alleged breach and allowing 15
days to cure the breach or alleged breach; provided, however, that if the party accused of the
breach or alleged breach cannot cure the condition within 15 days after the notice,
notwithstanding the party's diligent and continuous effort, promptly commenced and diligently
continued upon receipt of the notice, then the period to cure the violation or failure shall be
extended for the time necessary to cure the violation with diligence and continuity, but in no
event longer than 180 days unless extended in writing by the Village.
`SECTION 7. TERM.
This Agreement shall be in full force and effect from and after its date until the
date that is the later to occur of (a) the date that is 10 years after the Commencement Date or
(b) the date on which the Village has made all payments required pursuant to this Agreement.
SECTION 8. INFORMATION.
Weber agrees to sign all documentation necessary to cause the Illinois
Department of Revenue to release to the Village the amount of Sales Tax generated by Weber
from the Property during each of the Sales Tax Years. During each sales tax year, Weber
shall also forward copies of its monthly Illinois Municipal Sales Tax Returns, STA and ST-2, as
appropriate, to the Village. The forms provided shall detail the amount of sales tax collected
3
and paid to the Illinois Department of Revenue as well as taxable gross receipts for Weber.
Weber and the Village shall keep all sales tax information confidential except where disclosure
of such information is required by law.
SECTION 9. GENERAL PROVISIONS.
A. Complete Agreement; Supersedence. This Agreement constitutes the
complete agreement of the parties regarding the payment of Home Rule Sales Tax to Weber
and shall supersede and nullify any and all prior drafts and agreements concerning the
payment of Home Rule Sales Tax to Weber including without limitation the aforestated
Annexation Agreement.
B. Amendments. No amendment to, or modification of, this Agreement
shall be effective unless and until it is in writing and is approved by the authorized
representative of Weber and by the Village of Buffalo Grove corporate authorities by
Ordinance duly adopted, and executed and delivered by the authorized representatives of
each party.
C. Notices. Any notice or other communication required or permitted to be
given under this Agreement shall be in writing, and shall be deemed delivered to and received
by the addressee thereof when delivered in person at the address set forth below, or three
business days after deposit thereof in any main or branch United States Post Office, certified
or registered mail, return receipt requested, postage prepaid, properly addressed to the
parties, respectively, as follows:
For notices and communications to the Village:
Village of Buffalo Grove
50 Raupp Blvd.
Buffalo Grove, Illinois 60089
Attention: Director of Finance
Copy to:
William G. Raysa, Esq.
Raysa & Zimmerman, LTD
22 South Washington
Park Ridge, Illinois 60068
For notices and communications to Weber:
Leonard S. Gryn
Executive Vice President
Weber Stephen Products Co.
200 East Daniels Road
Palatine, Illinois 60067 -6266
Copy to:
Sidney Frisch, Jr.
General Counsel
4
Weber Stephen Products Co.
200 East Daniels Road
Palatine, Illinois 60067 -6266
Copy to:
Bryan Gerrish
Vice President Restaurants
Weber Stephen Products Co.
200 East Daniels Road
Palatine, Illinois 60067 -6266
By notice complying with the foregoing requirements of this paragraph, each
party shall have the right to change the address or addressee or both for all future notices and
communications to such party, but no notice of change of address shall be effective until
actually received.
D. Indemnitv. Weber shall and hereby agrees to defend, hold harmless
and indemnify the Village, its President, Trustees, employees, agents and attorneys from and
against any and all claims, demands, suits, damages, liabilities, losses, expenses, and
judgments which may arise out of the establishment of an order - acceptance point within the
Village or this Agreement. The obligation of Weber in this regard shall include but shall not be
limited to all costs and expenses, including reasonable attorneys' fees, incurred by the Village
in responding to, defending against, or settling any such claims, demands, suits, damages,
liabilities, losses, expenses or judgements. Weber covenants that it will reimburse the Village,
or pay over to the Village, all sums of money the Village pays, or becomes liable to pay, by
reason of any of the foregoing, and will make payment to the Village as soon as the Village
becomes- liable therefore; provided, however, that Weber liability under this Subsection shall
be limited to the total amount of Home Rule Sales Tax Payments that Weber has received
from the Village pursuant to this Agreement as of the date of any such claim, demand, suit,
damage, liability, loss, expense, or judgment. In any suit or proceeding brought hereunder, the
Village shall have the right to appoint counsel of its own choosing to represent it.
E. Governing Law. This Agreement and the rights of the parties hereunder
shall be governed by, and construed, interpreted, and enforced in accordance with, the internal
laws, and not the conflict of law rules of the State of Illinois.
F. Interpretation. This Agreement has been negotiated by all parties and
shall not be interpreted or construed against the party drafting the Agreement.
G. Change in Laws. Unless otherwise explicitly provided in this
Agreement, any reference to laws, ordinances, rules, or regulations of any kind shall include
such laws, ordinances, rules, or regulations of any kind as they may be amended or modified
from time to time hereafter.
H. Headings. The headings of the sections, paragraphs, and other parts of
this Agreement are for convenience and reference only and in no way define, extend, limit, or
describe the meaning, scope, or intent of this Agreement, or the meaning, scope, or intent of
any provision hereof.
5
I. Time of Essence. Time is of the essence in the performance of all
terms and provisions of this Agreement.
J. Severability. It is the express intent of the parties hereto that should
any provision, covenant, agreement, or portion of this Agreement or its application to any
person, entity, or property be held void, invalid, or unenforceable by a court of competent
jurisdiction, such action shall not effect the remainder of this Agreement, which shall continue
in full force and effect.
K. No Third Party Beneficiaries. Nothing in this Agreement shall create,
or be construed to create, any third party beneficiary rights in any person or entity not a
signatory to this Agreement.
L. Counterparts. This Agreement may be executed in any number of
multiply identical counterparts and all of said counterparts shall, individually and taken together
constitute the Agreement.
M. Assignment. Weber may assign this Agreement or the amounts, in
whole or part, to be paid hereunder. The Parties acknowledge that this Agreement is an
obligation that runs to Weber and is not a covenant running with the land.
N. Inspection of Books and Records. Upon prior written notice to Weber,
and at a place and time that is mutually beneficial to both parties, the Village shall have the
right to inspect and review those books and records which are directly related to establishing
Sales for any Sales Tax Year or portion thereof.
SECTION 10. RELOCATION.
If Weber relocates its Business from the Property to another location within the
Village (hereinafter "New Location ") then all of the terms and conditions of this Agreement shall
be operative and in full force and effect for the New Location for the balance of the Sales Tax
Years then remaining.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their duly authorized representatives as of the date first above written.
ATTEST:
Villig.4 Clerk
ATTEST:
4u'tt W / 1.4 USa7
Its: 60" — z Lef
VILLAGE OF BUFFALO GROVE
By:
Elliott Hartstein
Village President
L.S.G. FOOD SERVICES INC., d /b /a WEBER
GRILL RESTAU
By:
Leonard S. Gryn
Executive Vice President
7
r
Y
ACKNOWLEDGEMENT
STATE OF ILLINOIS
SS
COUNTY OF LAKE )
This instrument was acknowledged before me on 2004 by
Elliott Hartstein, the Village President of the VILLAGE OF BUFFALO GROVE, an Illinois home
rule municipal corporation, and by Janet Sirabian, the Village Clerk of said municipal
corporation.
Signature/of No ry
SEAL:
My Commission expires: y "OFFICIAL SEAL"
SATES FAY RUBIN
ivaras COMMISSION EXPIRES 01/24/08
:r.._. _ _.. . .
ACKNOWLEDGEMENT
STATE OF ILLINOIS
SS
COUNTY OF COOK
This instrument was acknowledged before me on R30"Alf,-i 1A 2004 by
Leonard S. Gryn, the Executive Vice President of L.S.G. FOOD SERVICES, INC., d /b /a
WEBER GRILL RESTAURANT an Illinois corporation and by . Rrscrf the
Sr- c2ryof said corporation.
CHICIAL SEAL y
RENATE KAMPF p
NOTARY PUBLIC STATE OF ILLINOIS
MY, COMMISSION EXP. APR. 20,2006
SEAL:
l
Signature of Notary
My Commission expires: Z- --,7, 0 - ; (n D