Loading...
2009-057Ordinance No. 2009- 57 An Ordinance Approving an Economic Incentive Agreement By and Between the Village of Buffalo Grove and Prairie House Realty, LLC, d /b /a Prairie House Restaurant WHEREAS, the Village of Buffalo Grove is a Home Rule Unit by virtue of the Illinois Constitution of 1970; and, WHEREAS, the Village and Prairie House entered into an Annexation Agreement dated July 6, 2009 whereby the parties therein agreed to annex the existing Prairie House Restaurant into the corporate limits of the Village, which Annexation Agreement was approved by the Village by Ordinance No. 2009 -41; and WHEREAS, the Prairie House Restaurant operates at the property commonly known as 2710 Main Street, Buffalo Grove (hereafter "Property ") into the Village; and WHEREAS, in order to assist the Prairie House Restaurant with the utility connection and code correction items as required by the Village, the Village agrees, pursuant to the terms of this Agreement, to share a portion of its municipal sales tax revenue and a portion of its food and beverage tax revenue generated from the subject property. NOW THEREFORE BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS: Section 1. The foregoing Whereas clauses are hereby incorporated herein. Section 2. The Village President and Village Clerk are hereby authorized to execute the Agreement between the Village of Buffalo Grove and Prairie House Realty, LLC, a copy of which is attached hereto as Exhibit "A ". Section 3. This Ordinance shall be in full force and effect from and after its passage, approval and publication. This Ordinance may be published in pamphlet form. This Ordinance shall not be codified. AYES: 6 — Braiman, Glover, Berman, Trilling, Stone, Sussman NAYS: 0 — None ABSENT: 0 — None ABSTAIN: 0 — None PASSED: August 17 , 2009. APPROVED: August 17 , 2009. PUBLISHED: August 18, 2009. APPROVED: Village President ATTEST: i lage Clerk 0 • 8/8/2009 ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN THE VILLAGE OF BUFFALO GROVE AND PRAIRIE HOUSE REALTY, LLC d /b /a PRAIRIE HOUSE RESTAURANT THIS ECONOMIC INCENTIVE AGREEMENT is made and entered into as of the 17th day of August 2009, by and between the Village of Buffalo Grove, an Illinois home rule municipal corporation (hereafter "Village ") and Prairie House Realty, LLC, d /b /a Prairie House Restaurant (hereafter "Prairie House "). 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 Prairie House (collectively hereafter "Parties ") agree as follows: SECTION 1. RECITALS. A. The Village and Prairie House entered into an Annexation Agreement dated July 15, 2009 (B) whereby the parties therein agreed to annex the existing Prairie House Restaurant property located at 2710 Main Street (previously known as 23068 Main Street) into the corporate limits of the Village, which Annexation Agreement was approved by the Village by Ordinance No. 2009 -41. Pursuant to the Annexation Agreement, the Village approved Ordinance No. 2009 -42, which annexed the real property legally described therein and commonly known as 2710 Main Street, Buffalo Grove (hereafter "Property ") into the Village. B. The Property is currently developed with a restaurant operated by the Prairie House (hereafter "Prairie House ") C. In order to assist the Prairie House with the costs that are required as part of annexation of the Business in the Village and to help ensure the success of the Business, the Village has agreed, pursuant to the terms of the Annexation Agreement and this Agreement, to rebate to Prairie House the Village's home rules sales tax of not more than .5% generated by the Business and received by the Village, and one -half of the Village's Food and Beverage Tax, limited to 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 eight percent (8 %), the Village portion of which is two percent (2.0 %), comprised of one percent (1 %) for the state retailers' occupation tax and one percent (1 %) for the Village's Home Rule Sales Tax. E. As of the date of this Agreement and pursuant to Chapter 3.48 of the Buffalo Grove Municipal Code, the total Food and Beverage tax rate within the Village is one percent (1 %). E. The Village and Prairie House 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. • 1 1 • Whenever used in this Agreement, the following terms shall have the following meanings unless a different meaning is required by the context. "Commencement Date ": October 1, 2009 "Food and Beverage Tax ": The one percent (1%) sales tax imposed in the Village pursuant to the Village's Prepared Food and Beverage Tax Ordinance No. 2007 -62 under the Village's home rule authority and 65 ILCS 5/8 -11 -1 and 65 ILCS 5/8 -11 -5. The foregoing State of Illinois Compiled Statutes authorizes the Village of Buffalo Grove to impose a tax on alcoholic beverages, soft drinks and food that has been prepared for immediate consumption. "Food and Beverage Tax Payment ": The payment to Prairie House of a portion of the Food and Beverage Tax that the Village is required to make pursuant to Section 3 of this Agreement. "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 one percent (I%) 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 Prairie House of a portion of the Home Rule Sales Tax that the Village is required to make pursuant to Section 3 of this Agreement. "Tax Year ": The period of time commencing on the Commencement Date and ending one year after the Commencement Date. SECTION 3. TAX PAYMENTS. A. Calculation of Home Rule Sales Tax Payment. For the Tax Year during the term of this Agreement, the Village shall pay to Prairie House one -half of the Village's Home Rule Sales Tax, limited to one -half percent attributable to the Business and received by the Village for that particular Tax Year. B. Calculation of Food and Beverage Tax Payment. For the Food and Beverage Tax Payment during the term of this Agreement, the Village shall pay to Prairie House one -half of the Village's Food and Beverage Tax, limited to one -half percent attributable to the Business and received by the Village for that particular Tax Year. C. Incentive Cap. The Village shall pay to Prairie House the tax payments as outlined in this Agreement for the Tax Year or a maximum of $15,000, whichever is first to occur. D. Home Rule Sales Tax Payment. Within 30 days after the end of each three -month period of each Tax Year ( "Quarter"), the Village shall pay to Prairie House 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 the Tax Year, the 2 Village shall provide notice of that failure to Prairie House. 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. E. Food and Beverage Tax Payment. Within 30 days after each month during the Tax Year, the Village shall pay to Prairie House the Food and Beverage Tax Payment applicable to that particular month pursuant to Subsection B of this Section. F. 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 or Food and Beverage Taxes as a result of the operation of the Business in the Village or (2) a requirement or obligation by Prairie House to generate Gross Receipts from the Business. G. 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 Food and Beverage 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. H. 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 or Food and Beverage Tax Payment to Prairie House 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. SECTION 4. EXCLUSIVE AGREEMENT. During the Term hereof, Prairie House agrees not to enter into any other municipal tax revenue sharing agreement with other municipalities in Illinois concerning the Business. SECTION 5. 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 Prairie House 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. 3 B. Notice and Cure. Neither party may exercise the right to bring any suit, action, mandamus or any other 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 its date until the date that is the later to occur of (a) the date that is 1 year after the Commencement Date or (b) the date on which the Village has made all payments required pursuant to this Agreement. SECTION 8. INFORMATION. A. Prairie House agrees to sign all documentation necessary to cause the Illinois Department of Revenue to release to the Village the amount of Home Rule Sales Tax generated by Prairie House from the Property during the Tax Year. During the Tax Year, Prairie House 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 and paid to the Illinois Department of Revenue and to the Village of Buffalo Grove as well as taxable gross receipts for Prairie House. B. Prairie House agrees to submit all documentation necessary as required by the Village relating to the Food and Beverage Tax generated by Prairie House from the Property. C. Prairie House and the Village shall keep all 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 and Food and Beverage Tax to Prairie House and shall supersede and nullify any and all prior drafts and agreements concerning the payment of Home Rule Sales Tax and Food and Beverage Tax to Prairie House 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 Prairie House 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 4 • 9 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, LLC. 22 South Washington Park Ridge, Illinois 60068 For notices and communications to Prairie House: Mr. Ron Hansen 23068 Main Street Prairie View, Illinois 60069 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. Prairie House 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 Prairie House 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. Prairie House 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 Prairie House liability under this Subsection shall be limited to the total amount of Home Rule Sales Tax Payments and Food and Beverage Tax Payments that Prairie House 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. • 1 4 • 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. 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. Prairie House may not 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 Prairie House and is not a covenant running with the land. N. Inspection of Books and Records. Upon prior written notice to Prairie House, 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 this agreement for any Tax Year or portion thereof. y IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first above written. VILLAGE OF BUFFALO GROVE ATTEST: By: Elliott Hartstein Village President EUa: Vill Clerk PRAIRIE HOUSE REALTY, LLC. By. �'T / G �( H 'f �s 6 K-- Print Name By: ATTEST: Print Name Signature 7 ignature 0 STATE OF ILLINOIS COUNTY OF LAKE ACKNOWLEDGEMENT SS This instrument was acknowledged before me on , 2009 by Elliott Hartstein, the Village President of the VILLAGE OF BUFFALO OVE, an Illinois home rule municipal corporation, and by Janet Sirabian, the Village Clerk of said municipal "OFFICIAL SEAL" gds ROBERTA FREED COMMISSION EXPIRES: 01!25(12 My Commission expires : ./f � -1 -z- I- &Z=Z,-0r-z Signature of Notary 0 r ACKNOWLEDGEMENT STATE OF ILLINOIS ) SS COUNTY OF LAKE ) This instrument was acknowledged before me on 9r"' , 2009 by (Name / Title) /Z'Je -- of PRAIRE HOUSE REALTY, LLC an Illinois corporation. OFFICIAL VA - W�STA� Signature of Notary SEAL: My Commission expires: all' a ® f® 9 s 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, August 17, 2009 the Corporate = Authorities of the Village passed and approved Ordinance No. 2009 -57, AN ORDINANCE APPROVING AN ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN THE VILLAGE OF BUFFALO GROV EAND PRAIRIE HOUSE REALTY LLC, D /B /A PRAIRIE HOUSE RESTAURANT provided by its terms that it should be published in pamphlet form. The pamphlet form of Ordinance No. 2009 -57, including the Ordinance and a sheet thereof, was - prepared, and a copy of such Ordinance was posted in and at the Village Hall, commencing on August 17, 2009 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 18th day of August, 2009. lage Clerk By Ordinance No. 2009- 57 An Ordinance Approving an Economic Incentive Agreement By and Between the Village of Buffalo Grove and Prairie House Realty, LLC, d /b /a Prairie House Restaurant WHEREAS, the Village of Buffalo Grove is a Home Rule Unit by virtue of the Illinois Constitution of 1970; and, WHEREAS, the Village and Prairie House entered into an Annexation Agreement dated July 6, 2009 whereby the parties therein agreed to annex the existing Prairie House Restaurant into the corporate limits of the Village, which Annexation Agreement was approved by the Village by Ordinance No. 2009 -41; and WHEREAS, the Prairie House Restaurant operates at the property commonly known as 2710 Main Street, Buffalo Grove (hereafter "Property") into the Village; and WHEREAS, in order to assist the Prairie House Restaurant with the utility connection and code correction items as required by the Village, the Village agrees, pursuant to the terms of this Agreement, to share a portion of its municipal sales tax revenue and a portion of its food and beverage tax revenue generated from the subject property. NOW THEREFORE BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS: Section 1. The foregoing Whereas clauses are hereby incorporated herein. Section 2. The Village President and Village Clerk are hereby authorized to execute the Agreement between the Village of Buffalo Grove and Prairie House Realty, LLC, a copy of which is attached hereto as Exhibit "A ". Section 3. This Ordinance shall be in full force and effect from and after its passage, approval and publication. This Ordinance may be published in pamphlet form. This Ordinance shall not be codified. AYES: 6 — Braiman, Glover, Berman, Trilling Stone Sussman NAYS: 0 — None ABSENT: 0 — None ABSTAIN: 0 — None PASSED: August 17 , 2009. APPROVED: August 17 , 2009. PUBLISHED: August 18, ___,2009. ATTEST: q*'j, 1-kA. Village Clerk APPROVED: Village President