2011-0143 -10 -2011
Ordinance No. 2011 -L4
An Ordinance Approving an Economic Incentive Agreement
By and Between the Village of Buffalo Grove and
LAB Development, LLC.
(d.b.a. Connexion, Distributor of Electrical Equipment and Supplies and
Connexion Energy Services)
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit by virtue of the Illinois
Constitution of 1970; and,
WHEREAS, Connexion, Distributor of Electrical Equipment and Supplies and Connexion
Energy operates as "Connexion" at 353 Hastings Drive, Buffalo Grove, Illinois; and
WHEREAS, Connexion desires to relocate and expand its business in the Village of Buffalo
Grove, including but not limited to relocating to 1700 Leider Lane in Buffalo Grove; and
WHEREAS, in an effort to maintain their business operation in Buffalo Grove, and to assist
with their expansion and relocation, the Village is willing to grant certain incentives to Connexion.
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 LAB Development, LLC. (d.b.a. Connexion,
Distributor of Electrical Equipment and Supplies and Connexion Energy Services), 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.
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AYES: 6 - Braiman, Glover, Berman, Trilling.Sussnab, Smith
NAYES: 0 - None
ABSENT: 0 - None
ABSTAIN: 0 - None
PASSED: March 21 , 2011.
APPROVED: March 21 , 2011.
PUBLISHED: March 22 2011.
ATTEST:
lage Clerk
APR
3 -15 -2011
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ECONOMIC INCENTIVE AGREEMENT
BY AND BETWEEN
THE VILLAGE OF BUFFALO GROVE
AND
LAB DEVELOPMENT, LLC.
(d.b.a. Connexion, Distributor of Electrical Equipment and Supplies and
Connexion Energy Services)
Exhibit A
This Agreement is made and entered into as of the 21St day of March, 2011, by and
between the Village of Buffalo Grove , an Illinois home rule municipal corporation (hereinafter
defined as the "Village ") and LAB Development, LLC, a Illinois limited liability company, d.b.a.
Connexion, Distributor of Electrical Equipment and Supplies and Connexion Energy Services
(hereinafter defined as "Connexion ").
In consideration of the recitals and mutual covenants and agreements set forth herein,
the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
SECTION 1. RECITALS.
A. Connexion operates it business under the assumed names of "Connexion,
Distributor of Electrical Equipment and Supplies" and "Connexion Energy Services ".
B. Connexion currently conducts its business at the property commonly known as
353 Hastings Drive, Buffalo Grove, Illinois.
C. Connexion desires to expand its business in the Village of Buffalo Grove,
including but not limited to, relocating to 1700 Leider Lane in Buffalo Grove, hereinafter referred
to as the "Premises ", to operate its distribution of electrical equipment and supply.
D. The single order acceptance point for Connexion's Business would be conducted
from the Premises.
E. In order to encourage Connexion to maintain its business operation in the
Village, and to assist with their expansion plans in the Village, the Village agrees, pursuant to
the terms of this Agreement, to share sales tax received by the Village using a formula which
corresponds to new sales tax revenue generated by the Business over a finite period of time.
F. As of the date of this Agreement, the total sales tax rate within Lake County,
Illinois applicable on the sale of certain tangible personal property is eight percent (8 %); the
Village portion of which is two percent (2 %) which is comprised of the one percent (1%) Illinois
retailers' occupation tax, and one percent (1 %) Village's Home -Rule Sales Tax.
G. The Village has 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.
H. The management and control of the conduct of the operation of Connexion and
its business is vested in its Class A Members who are David Rosenstein and Steve Abrams.
SECTION 2. RULES OF CONSTRUCTION AND DEFINITIONS.
A. The language in this Agreement shall be interpreted in accordance with
the following rules of construction: (a) The word "may" is permissive and the word "shall" is
mandatory; and (b) except where the context reveals the contrary: The singular includes the
plural and the plural includes the singular, and the masculine gender includes the feminine and
neutral.
B. Whenever used in the upper case in this Agreement, the following words
shall have the following meanings:
Agreement. This Economic Incentive Agreement.
2. Audit. Undertaken at the sole cost and expense of the Village, a review
of the books and records of the Business by the Financial Consultant for the purpose of
making a determination of the amount of Municipal Sales Tax the Village should have
received under the terms of this Agreement and for the purpose of verifying Connexion's
compliance with the terms of this Agreement.
3. Base Year. The twelve months immediately preceding the
Commencement Date.
4. Business. All of the sales operations of Connexion that occur on the
Premises, including but not limited to, the distribution and sales of electrical equipment
and supplies.
5. Commencement Date. The first day of the first calendar month following
the date upon which Connexion is issued a Village Certificate of Occupancy for the
operation of the Business on the Premises, but no later than October 1, 2011.
6. Financial Consultant. The person, firm or corporation and agents
thereof authorized by the Village to conduct an Audit, at the sole cost and expense of
the Village, of the Business regarding all transactions occurring during any given Sales
Tax Year following the date of this Agreement.
7. Gross Receipts. The term "Gross Receipts" shall have the same
meaning as that which is ascribed to it in the Retailers' Occupation Tax Act.
8. Home Rule Sales Tax. The one percent (1%) sales tax imposed in the
Village pursuant to Village's Home Rule Sales Tax Ordinance No. 2004 -16 enacted in
accordance with the Home Rule Municipal Retailers' Occupation Tax Act (65 ILCS 5/8-
11-1) and the Home Rule Municipal Service Occupation Tax Act (65 ILCS 5/8- 11 -5).
Pursuant to the Home Rule Municipal Retailers' Occupation Tax Act, said tax shall not
be imposed upon an item of tangible personal property titled or registered with an
agency of the State of Illinois.
9. Incremental Municipal Sales Tax. The additional Municipal Sales Tax
generated by Connexion from the Development in excess of the Municipal Sales Tax
generated from the existing operation. For purposes of this Agreement, the Municipal
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Sales Tax generated by the Business shall be determined based on the Municipal Sales
Tax paid by Connexion for the Base Year, but not less than $125,000.00.
10. Municipal Sales Tax. That portion or component of the Sales Tax
generated on the Premises that the Village receives from the State of Illinois pursuant to
the Village's Home Rule Sales Tax.
11. Municipal Sales Tax Payment. The payment to Connexion of a portion
of the Municipal Sales Tax that the Village is required to make pursuant to Section 3 of
this Agreement.
12. Payment Date. Within ninety (90) days after the end of each Sales Tax
Year.
13. Premises. A suite within the structure located at the commonly known
address of 1700 Leider Lane, Lake County, Buffalo Grove, Illinois.
14. Retailer's Occupation Tax Act. The Illinois Retailers' Occupation Tax
Act, 35 ILCS 120/1 et seq., as the same has been, and may, from time to time hereafter
be, amended.
15. Sales Tax(es). Any and all taxes imposed and collected by the State of
Illinois pursuant to the Home Rule Sales Tax, the Retailer's Occupation Tax Act, the
Service Occupation Tax Act, the Service Use Tax Act, or the Use Tax Act.
16. Sales Tax Year. 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 six (6) succeeding one year periods thereafter.
17. Service Occupation Tax Act. The Illinois Service Occupation Tax Act,
35 ILCS 115/1 et seq., as the same has been, and may, from time to time hereafter be,
amended.
18. Service Use Tax Act. The Illinois Service Use Tax Act, 35 ILCS 110/1 et
seq., as the same has been, and may, from time to time hereafter be, amended.
19. Use Tax Act. The Illinois Use Tax Act, 35 ILCS 105/1 et seq., as the
same has been, and may, from time to time hereafter be amended.
20. Village or Village of Buffalo Grove. The Village of Buffalo Grove, an
Illinois municipal corporation and home rule unit as described in the Illinois Constitution.
SECTION 3. MUNICIPAL SALES TAX PAYMENT.
A. The Village shall pay Connexion the Municipal Sales Tax Payment on or before
the Payment Date an amount equal to the following formulas:
1. For the first Sales Tax Year, one - hundred percent (100 %) of that year's
Incremental Municipal Sales Tax.
2. For the second Sales Tax Year, ninety percent (90 %) of that year's
Incremental Municipal Sales Tax.
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3. For the third Sales Tax Year, eighty percent (80 %) of that year's
Incremental Municipal Sales Tax.
4. For the fourth Sales Tax Year, seventy percent (70 %) of that year's
Incremental Municipal Sales Tax.
5. For the fifth Sales Tax Year, sixty percent (60 %) of that year's
Incremental Municipal Sales Tax.
6. For the sixth Sales Tax Year, fifty percent (50 %) of that year's
Incremental Municipal Sales Tax.
7. For the seventh Sales Tax Year, fifty percent (50 %) of that year's
Incremental Municipal Sales Tax.
B. Prior to any Municipal Sales Tax Payment, Connexion shall provide the Village
with copies of its Sales Tax returns for the Base Year for the existing operation, which returns
shall be used for establishing the existing operation sales.
C. The amount due pursuant to this Agreement shall not be a general obligation of
the Village. The Village shall not have an obligation to pay any amounts to Connexion except
an amount equal to the Village's local sales tax share actually received from Illinois Department
of Revenue on account of the Business and not exceeding the sales tax rates as set forth in this
Agreement.
D. The Village shall continue the Municipal Sales Tax Payments for seven (7) years
through the term of this Agreement or for an incentive of five - hundred thousand ($500,000.00),
whichever comes first.
E. In the event that any sales tax returns that have been submitted to the Village are
amended, Connexion shall promptly forward a photocopy of such amended sales tax returns to
the Village, clearly identifying them as an amendment of a sales tax return previously submitted
to the Village.
F. Should Connexion cease its Business on the Premises within seven (7) years of
the Commencement Date of this Agreement, then Connexion shall reimburse to the Village
100% of the Municipal Sales Tax Payments received pursuant to this Agreement. Said
reimbursement to the Village shall be made within ninety (90) days of cessation of the Business.
G. Should Connection relocate or conduct less than ten - thousand dollars ($10,000)
in Sales Tax in an annual period for two consecutive years, then Connexion shall reimburse to
the Village 100% of the Municipal Sales Tax Payments received pursuant to this Agreement.
Said reimbursement to the Village shall be made within ninety (90) days of written demand of
the Village.
H. Connexion shall provide to the Village certified copies of all expenses relating to
and in conjunction with the relocation from 353 Hastings Drive to 1700 Leider Lane in Buffalo
Grove, Illinois prior to any Municipal Sales Tax Payment.
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I. All Class A Members of Connexion shall provide a written personal guarantee to
the Village for the amount of monies paid to Connexion by the Village for the first Sales Tax
Year, which personal guarantees are attached hereto as Exhibit A.
SECTION 4. 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 Connexion 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 5. 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.
Any claim or suit related to this Agreement shall be filed in the Circuit Court of Lake County.
The prevailing party shall be entitled to recovery of its attorney's fees and costs.
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 non - breaching party.
SECTION 6. TERM.
This Agreement shall be in full force and effect from and after the date of its execution
until the date that is the earlier to occur of (a) the date that is seven (7) years after the
Commencement Date or (b) until a total of five - hundred thousand ($500,000.00) is paid to
Connexion pursuant to this Agreement.
SECTION 7. RELEASE OF INFORMATION,
A. Prior to any payments by the Village of any sums as provided for in this
Agreement, Connexion shall cause to be delivered to the Village, on a quarterly basis, the
Illinois Retailers' Occupation Tax, Use Tax and Service Occupation Tax returns and /or other
documentation submitted by Connexion to the Illinois Department of Revenue, which detail the
amount of Sales Tax that Connexion paid to Illinois Department of Revenue with respect to
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Connexion's Business. If necessary, Connexion shall provide the Village with a limited power of
attorney, addressed to and in a form satisfactory to the Illinois Department of Revenue,
authorizing the Illinois Department of Revenue to release to the Village all gross revenue and
Sales Tax information submitted by Connexion to the Illinois Department of Revenue.
Additionally, in the event that the Illinois Department of Revenue does not make available to the
Village said documentation, Connexion shall provide alternative documentation that details the
amount of Sales Taxes that Connexion paid to the Illinois Department of Revenue.
SECTION 8. GENERAL PROVISIONS.
A. Complete Agreement; Supersedence. This Agreement constitutes the
complete agreement of the parties regarding the payment of Municipal Sales Tax to Connexion
and shall supersede and nullify all prior drafts and agreements concerning the payment of
Municipal Sales Tax to Connexion.
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
Connexion 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
with a copy to:
For notices and communications to Connexion:
with a copy to:
Village of Buffalo Grove
50 Raupp Blvd.
Buffalo Grove, Illinois 60089
Attention: Director of Finance
William G. Raysa, Esq.
Raysa & Zimmermann, LLC.
22 South Washington
Park Ridge, Illinois 60068
Mr. Steve Abrams
LAB Development LLC
353 Hastings Drive
Buffalo Grove, Illinois 60089
David Pogrunt
Stone, Pogrund & Korey
1 East Wacker Drive, Suite 2610
Chicago, Illinois 60601
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.
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D. Indemnity. Connexion shall and hereby agrees to defend, hold harmless and
indemnify the Village, its President, Trustees, officers, employees, agents and attorneys from
and against any and all claims, demands, suits, damages, liabilities, losses, expenses, and
judgments which may specifically arise out of the subject matter of this Agreement regarding
sales tax refunds. The obligation of Connexion 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 judgments specifically and only arising from the subject matter
referred to in this Agreement concerning sales tax refunds. Connexion 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. 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.
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 multiple
identical counterparts and all of said counterparts shall, individually and taken together
constitute the Agreement.
M. Assignment. Connexion may not assign this Agreement or the amounts, in
whole or part, to be paid hereunder without the Village's prior written consent. The Village
acknowledges that this Agreement is an obligation which runs to Connexion and is not a
ell
covenant running with the land. Notwithstanding the foregoing, in the event that Connexion
sells all of its assets, or the principals of Connexion sells all or substantially all of their stock,
and following the sale, the operations of the Business remain substantially the same and in
conformance with all obligations of the Agreement, this Agreement will remain in full force and
affect and Village will grant its approval of the Assignment of the Agreement. The assignee is
bound by all of the terms and conditions of the Agreement.
O. Audit. Upon prior written notice to Connexion, and at a place and time that is
mutually beneficial to both parties, the Village shall have the right to conduct an Audit of
Connexion to inspect and review those books and records which are directly related to
establishing Gross Receipts for any Sales Tax Year, Base Year, or any portion thereof.
P. 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
(i) a restriction or prohibition on the Village from eliminating or amending it Home Rule Sales
Tax, or (ii) a requirement to impose a sales or other tax for the purpose of providing a source of
funds for the Municipal Sales Tax Payment.
Q. Loss of Authority. In the event that the Village's authority to enter into this
Agreement or to pay the Municipal Sales Tax Payment to Connexion 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.
R. Certifications. Each party hereto certifies hereby that it is not barred from
entering into this Agreement as a result of violations of either Sections 33E -3 or 33E -4 of the
Illinois Criminal Code (720 ILCS 5/33 —E -3, 5/33 -E -4), that it has a written policy against sexual
harassment in place in full compliance with 775 ILCS 5/2- 105(A)(4), and it is in compliance with
the Illinois Drug Free Workplace Act (30 ILCS 580/2).
S. Prevailing Wage. Connexion shall comply with the Illinois Prevailing Wage Act
(820 ILCS 130/0.01) during the term of this Agreement.
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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
By.� %� /`
Village President
ATTEST:
Village k
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�.1 /'
LAB DEVELOPMENT, LLC.
By all its Class A Members
, - Al�
By:
David Rosenstein
Its: Class A Member
By:
Stev Abrams
Its: Class A Member
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ACKNOWLEDGEMENT
STATE OF ILLINOIS )
} SS
COUNTY OF LAKE )
This instrument was acknowledged before me on u�-- 2011 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.
ry !(Y "OFFICIAL to i. S:rOE
; Signature of Notary -
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SE;pr.
My Commission expires:
10
•
ACKNOWLEDGEMENT
STATE OF ILLINOIS )
SS
COUNTY OF LAKE )
This instrument was acknowledged before me on 2011 by
the Class A Members of LAB DEVELOPMENT, LLC., an II inois limi ed liability
company, and by David Rosenstein and Steve Abrams, being all ass A Members of all LAB
Development, LLC, an Illinois limited liability com ny.
ignature nyiry
SEAL:
My Commission expires: �� /� 0/ z
11
3 -13 -2011
PERSONAL GUARANTY
Exhibit A
This Guaranty (the "Guaranty ") is made by . ( "Guarantor "), a
Class A Member of Lab Development, LLC., an Illinois limited liability company, in favor of
Village of Buffalo Grove, Illinois, an Illinois municipal corporation and home rule unit of
government ( "Village ").
WHEREAS, Lab Development, LLC., an Illinois limited liability company, which conducts
its business under the assumed names of Connexion, Distributor of Electrical Equipment and
Supplies and Connexion Energy Services ( "Connexion ") and the Village are parties to that
certain Economic Incentive Agreement dated March 21, 2011 (together with all Exhibits thereto,
and as the same may be amended from time to time, the "Agreement ");
WHEREAS, Guarantor is a Class A Member of Connexion and will receive substantial
and direct benefits contemplated by the Agreement and has agreed to enter into this Guaranty
to provide assurance for the performance of Connexion's obligations in connection with the
Agreement and to induce the. Village to enter into the Agreement; and,
WHEREAS, the execution and delivery of this Guaranty is a condition to the Village's
further performance of its obligations under the terms of the Agreement.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the adequacy, receipt and sufficiency of which are hereby acknowledged,
Guarantor hereby agrees as follows:
1. Guaranty. Guarantor hereby unconditionally and absolutely guarantees the
punctual payment when due of Connexion's payment obligations arising under the Agreement
(collectively, the "Guaranteed Obligations "); provided, however, that the total liability of
Guarantor hereunder, regardless of any amendment or modification to any Agreement, is limited
to the first Sales Tax Year's Incremental Municipal Sales Tax Payment (as defined in the
Agreement) received by Connexion from the Village under such Agreement ( "Liability Cap ").
Guarantor's obligations and liability under this Guaranty shall be limited to payment obligations
only and Guarantor shall have no obligation to perform under the Agreement, including, without
limitation, the distribution and sales of electrical equipment and supplies.
2. Guarantv Absolute. The liability of Guarantor under this Guaranty shall be
absolute and unconditional irrespective of.
(a) any lack of validity or enforceability of or defect or deficiency in the Agreement or
any other documents executed in connection with the Agreement; or
(b) any modification, extension or waiver of any of the terms of the Agreement; or
(c) any change in the time, manner, terms or place of payment or in any other term
or any of the Guaranteed Obligations, or any other amendment or waiver of or any consent to
departure from the Agreement or any other agreement or instrument executed in connection
therewith; or
(d) except as to applicable statutes of limitation, failure, omission, delay, waiver or
refusal by Village to exercise, in whole or in part, any right or remedy held by Village with
respect to the Agreement or any transaction under the Agreement; or
(e) any change in the existence, structure or ownership of Connexion or any
insolvency, bankruptcy, reorganization or other similar proceeding affecting Connexion or its
assets.
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The obligations of the Guarantor hereunder are severable from any other person, and
are primary obligations concerning which the Guarantor is the principal obligor. There are no
conditions precedent to the enforcement of this Guaranty, except as expressly contained herein.
It shall not be necessary for Village, in order to enforce payment by Guarantor under this
Guaranty, to show any proof of Connexion's default, to exhaust its remedies against Connexion,
any other guarantor, or any other person liable for the payment or performance of the
Guaranteed Obligations.
This Guaranty shall continue to be effective or be reinstated, as the case may be, if at
any time any payment of any of the Guaranteed Obligations are annulled, set aside, invalidated,
declared to be fraudulent or preferential, rescinded or must otherwise be returned, refunded or
repaid by Village upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of
Connexion or any other guarantor, or upon or as a result of the appointment of a receiver or
conservator of, or trustee for Connexion or any other guarantor or any substantial part of its
property or otherwise, all as though such payment or payments had not been made.
3. Waiver. This is a guaranty of payment and collection. Guarantor hereby waives:
(a) notice of acceptance of this Guaranty, of the creation or existence of any of the
Guaranteed Obligations and of any action by Village in reliance hereon or in connection
herewith;
(b) _ notice of the entry into the Agreement between Connexion and Village and of any
amendments, supplements or modifications thereto; or any waiver of consent under the
Agreement, including waivers of the payment and performance of the obligations thereunder;
(c) notice of any increase, reduction or rearrangement of Connexion's obligations
under the Agreement or any extension of time for the payment of any sums due and payable to
the Village under the Agreement;
(d) except as expressly set forth herein, presentment, demand for payment, notice of
dishonor or nonpayment, protest and notice of protest or any other notice with respect to the
Guaranteed Obligations; and
(e) any requirement that suit be brought against, or any other action by Village be
taken against, or any notice of default or other notice be given to, or any demand be made on
Connexion or any person, or that any other action be taken or not taken as a condition to
Guarantor's liability for the Guaranteed Obligations under this Guaranty or as a condition to the
enforcement of this Guaranty against Guarantor.
4. Expenses. Guarantor agrees to pay on demand any and all out -of- pocket costs,
including reasonable legal fees and expenses, and other expenses incurred by Village in
enforcing Guarantor's payment obligations under this Guaranty; provided that the Guarantor
shall not be liable for any expenses of Village if it is not successful in such enforcement action.
5. Subrogation. Guarantor shall be subrogated to all rights of Village against
Connexion in respect of any amounts paid by Guarantor pursuant to the Guaranty, provided that
Guarantor waives any rights it may acquire by way of subrogation under this Guaranty, by any
payment made hereunder or otherwise (including, without limitation, any statutory rights of
subrogation under Section 509 of the Bankruptcy Code, 11 D.S.C. § 509, or otherwise),
reimbursement, exoneration, contribution, indemnification, or any right to participate in any claim
or remedy of Village against any collateral which Village now has or acquires, until all of the
Guaranteed Obligations shall have been irrevocably paid to Village in full. If any amount shall be
paid to the Guarantor on account of such subrogation rights at any time when all the
Guaranteed Obligations in default shall not have been paid in full, such amount shall be held in
trust for the benefit of Village and shall forthwith be paid to Village to be applied to the
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Guaranteed Obligations. If (a) the Guarantor shall perform and shall make payment to Village of
all or any part of the Guaranteed Obligations and (b) all the Guaranteed Obligations shall have
been paid in full, Village shall, at the Guarantor's request, execute and deliver to the Guarantor
appropriate documents necessary to evidence the transfer by subrogation to the Guarantor of
any interest in the Guaranteed Obligations resulting from such payment by Guarantor.
6. Reservation of Defenses. Guarantor agrees that except as expressly set forth
herein, it will remain bound upon this Guarantee notwithstanding any defenses which, pursuant
to the laws of suretyship, would otherwise relieve a guarantor of its obligations under a
Guarantee.
7. Notices. All demands, notices and other communications provided for hereunder
shall, unless otherwise specifically provided herein, (a) be in writing addressed to the party
receiving the notice at the address set forth below or at such other address as may be
designated by written notice, from time to time, to the other party, and (b) be effective upon
receipt, when mailed by U.S. mail, registered or certified, return receipt requested, postage
prepaid, facsimile or personally delivered. Notices shall be sent to the following addresses:
If to Village: Village of Buffalo Grove
50 Raupp Blvd.
Buffalo Grove, Illinois 60089
Attention: Director of Finance
with a copy to: William G. Raysa
Raysa &Zimmermann, LLC
22 South Washington
Park Ridge, Illinois 60068
If to Guarantor.
with a copy to:
8. Demand and Payment. Any demand by Village for payment hereunder shall be
in writing, signed by a duly authorized representative of Village and delivered to the Guarantor
pursuant to Section 7 hereof, and shall (a) reference this Guaranty, (b) specifically identify
Connexion, the nature of the default, the Guaranteed Obligations to be paid and the amount of
such Guaranteed Obligations and (c) set forth payment instructions, including bank name,
routing number and bank account number. There are no other requirements of notice,
presentment or demand. Guarantor shall pay, or cause to be paid, such Guaranteed Obligations
within ten (10) business days of receipt of such demand.
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9. No Waiver: Remedies. Except as to applicable statutes of limitation, no failure
on the part of Village to exercise, and no delay in exercising, any right hereunder shall operate
as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other right. The remedies herein provided
are cumulative and not exclusive of any remedies provided by law.
10. Term: Termination. This Guaranty shall continue in full force and effect until one
year after the first Sales Tax Year's Incremental Municipal Sales Tax Payment is received by
Connexion from the Village under such Agreement.
11. Assiqnment: Successors and Assigns. Village may, upon notice to Guarantor,
assign its rights hereunder without the consent of Guarantor. Guarantor may assign its rights
hereunder with the prior written consent of Village, which consent shall not be unreasonably
withheld, but which may be conditioned upon the creditworthiness of the assignee. Subject to
the foregoing, this Guaranty shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, permitted assigns, and legal representatives.
12. Amendments. No amendment of this Guaranty shall be effective unless in
writing and signed by Guarantor and Village. No waiver of any provision of this Guaranty nor
consent to any departure by Guarantor therefrom shall in any event be effective unless such
waiver shall be in writing and signed by Village. Any such waiver shall be effective only in the
specific instance and for.the specific purpose for which it was given.
13. Captions. The captions in this Guaranty have been inserted for convenience
only and shall be given no substantive meaning or significance whatsoever in construing the
terms and provisions of this Guaranty.
14. Representation and Warranties The Guarantor represents and warrants that
this Guaranty constitutes the legal, valid and binding obligation of the Guarantor enforceable
against Guarantor in accordance with its terms.
15. Limitation by Law. All rights, remedies and powers provided in this Guaranty
may be exercised only to the extent that the exercise thereof does not violate any applicable
provision of law, and all the provisions of this Guaranty are intended to be subject to all
applicable mandatory provisions of law that may be controlling and to be limited to the extent
necessary so that they will not render this Guaranty invalid, unenforceable, in whole or in part,
or not, entitled to be recorded, registered or filed under the provisions of any applicable law.
16. Governing Law and Jurisdiction This Guaranty shall be governed by, and
construed in accordance with the laws of the State of Illinois and applicable Federal law.
Guarantor irrevocably submit to venue and exclusive personal jurisdiction in the state and /or
federal courts located in Lake County, Illinois for any disputes arising out of this Guaranty and
waives all objections to jurisdiction and venue of such courts.
IN WITNESS WHEREOF, Guarantor has caused this Guaranty to be duly executed and
delivered effective as of this day of 2011.
Guarantor:
Signature
Printed Name: 5q- tve!'! &r&^5
Address: s Y
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w •
State of Illinois)
) SS
County of Lake )
Executed before me this day of 2011.
Notary Public
Official Seal
L." n Sproviero
My commission expires:P ublic state of Illinois
y C fission Expires 01/15/2012
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