Loading...
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. ! . . 0 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 0 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 2 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. 3 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. it 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 5 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. M 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. w 0 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 / 0 �.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 D • . . i 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 - l:� U 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. 12 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 13 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. 14 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 15 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 16