2013-06-17 - Ordinance 2013-036 - APPROVING AN ECONOMIC INCENTIVE AGREEMENT WITH 14 DUNDEE RD LLC6/12/2013
ORDINANCE NO. 2013- 36
AN ORDINANCE APPROVING AN ECONOMIC INCENTIVE AGREEMENT
WITH 14 DUNDEE RD. LLC
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit pursuant to the Illinois Constitution of 1970;
WHEREAS, 14 Dundee RD. LLC ( "Developer ") owns certain real estate located within the corporate limits
of the Village which has been developed as a building for retail shopping known as the Cambridge
Commons Shopping Center (the "Shopping Center ") which has an address of 15 -45 E. Dundee Road and
is located at the southeast corner of Buffalo Grove Road and Dundee Road, Buffalo Grove, Illinois (the
"Property ") a portion of which building has been vacant and unoccupied for a number of years; and,
WHEREAS, the Developer has agreed to lease a certain vacant and unoccupied portion of the Property
to Fresh Farms and other remaining vacant and unoccupied portions to other retail business which will
provide to the Village certain sales tax revenue; and
WHEREAS, the Developer has agreed to renovate certain aspects of the Property that will strengthen
the commercial base, substantially enhance the tax base of the Village, and provide new services and
convenience to the Village; and,
WHEREAS, in order to encourage renovation and redevelopment of the Shopping Center, the Village
agrees, pursuant to the terms of an Economic Incentive Agreement with Developer, to share sales tax
and Prepared Food and Beverage tax revenue generated on the Property over a finite period of time;
and
WHEREAS, the Village has the power and authority to enter into the Economic Incentive Agreement
pursuant to, but not by way of limitation, the home rule powers of the Village under Section 6, Article
VII of the 1970 Constitution of the State of Illinois.
WHEREAS, the Village Board on January 21, 2013 approved Ordinance No. 2013 -6 which ordinance
approved a previous draft of an Economic Incentive Agreement with 14 Dundee RD. LLC which Economic
Incentive Agreement was never executed by the Parties.
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF
BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, as follows:
Section 1. The foregoing Whereas clauses are hereby incorporated herein.
Section 2. The Village of Buffalo Grove Ordinance No. 2013 -6 is hereby repealed.
Section 3. The Economic Incentive Agreement between the Village and 14 Dundee RD. LLC
attached hereto as Exhibit A is approved. The Village President is hereby
authorized to execute said Economic Incentive Agreement.
Section 4. 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.
s
This Ordinance shall not be codified.
AYES:
5 — Trilling, Sussman, Terson, Stein, Ottenheimer
NAYES:
0 — None
ABSTAIN:
1- Berman
ABSENT:
0 - None
Passed: June 17 2013
Approved: June 17 2013
Published: June 18 2013
Attest:
VillaggZl,eh
Tressler #98884
N
6/12/13 EXHIBIT A
ECONOMIC INCENTIVE AGREEMENT
BY AND BETWEEN
THE VILLAGE OF BUFFALO GROVE
AND
14 DUNDEE RD. L.L.C.
This Agreement is made and entered into as of the 17 thday of June 2013, by and
between the Village of Buffalo Grove , an Illinois home rule municipal corporation (hereinafter
defined as the "Village "); and 14 Dundee RD. L.L.C., a Delaware limited liability company.
The Village and 14 Dundee RD. L.L.C. are sometimes referred to herein individually as a
"Party" and collectively as the "Parties ".
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. Developer owns certain real estate located within the corporate limits of the
Village which has been developed as a building for retail shopping known as the Cambridge
Commons Shopping Center (the "Shopping Center ") which has an address of 15 -45 E. Dundee
Road and is located at the southeast corner of Buffalo Grove Road and Dundee Road, Buffalo
Grove, Illinois (the "Property ") a portion of which building has been vacant and unoccupied for a
number of years.
B. Developer proposes to renovate the Property, including improvements to the
fagade and exterior of the building, East parking lot resurfacing (west, north and south portions
of the lot were resurfaced last year), and enhancements to site landscaping, lighting and signage
(said renovations are collectively referred to herein as the "Project ").
# 97725
C. The Project will strengthen the commercial base, substantially enhance the tax
base of the Village, and provide new services and convenience to the Village.
D. In order to encourage renovation and redevelopment of the Shopping Center, the
Village agrees, pursuant to the terms of this Agreement, to share sales tax revenue generated by a
Fresh Farms store and other Tenants to be located on the Property over a finite period of time.
E. As of the date of this Agreement, the total sales tax rate applicable on the sale of
taxable tangible personal property (e.g. general merchandise) is nine percent (9.00 %), the Village
portion of which is two percent (2 %), which is comprised of the one percent (1 %) Illinois
retailers' occupation tax, and the one percent (1 %) Village's Home Rule Sales Tax.
F. The Village represents that it has the power and authority to enter into this
Agreement pursuant to, but not by way of limitation, the home rule powers of the Village under
Section 6, Article VII of the 1970 Constitution of the State of Illinois. The requirements of
Section 8 -11 -20 of the Illinois Municipal Code (65 ILCS 5/8- 11 -20) shall not be applicable to
this Agreement.
SECTION 2. RULES 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:
1. Agreement. This Economic Incentive Agreement.
2
2. Audit. Undertaken at the sole cost and expense of the Village, a review of
the books and records of the Business and of the Tenants 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
14 Dundee RD. L.L.C.'s compliance with the terms of this Agreement.
3. Business. All of the sales operations of Fresh Farms that occur on the
Property.
4. Commencement Date. The first day of the first calendar month after the
Village has issued a certificate of occupancy for the Fresh Farms store.
5. Developer. 14 Dundee RD. L.L.C. an Illinois limited liability company.
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 and the Tenants regarding all transactions occurring during any
given Sales Tax Year following the date of this Agreement.
7. Fresh Farms. Buffalo Fresh Farms L.L.C. an Illinois limited liability
company, owning and operating a 35,000 square foot chain grocery store located at the
Property.
8. Gross Receipts. The term "Gross Receipts" shall have the same meaning
as that which is ascribed to it in the Retailers' Occupation Tax Act.
9. 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 and
generated by Fresh Farms and the Tenants operating at the Property that the Village
actually receives from the State of Illinois.
3
0 1. � �.. 0
10. Municipal Sales Tax. That portion or component of the Illinois Retailers'
Occupation Tax and the Service Occupation Tax generated by Fresh Farms and the
Tenants operating at the Property that the Village actually receives from the State of
Illinois.
11. Payment Date. Within 30 days after the end of each three -month period
of each Sales Tax Year ( "Quarter "), the Village shall pay to 14 Dundee RD. L.L.C. the
Sales Tax Payment applicable to that particular Quarter pursuant to Section 3 of this
Agreement.
12. Prepared Food and Beverage Tax The one percent (1 %) tax imposed in
the Village pursuant to Chapter 3.48, Prepared Food and Beverage Tax, of the Village of
Buffalo Grove Municipal Code and generated by Fresh Farms and the Tenants operating
at the Property that the Village actually receives from the State of Illinois.
13. Property. The real estate and structures commonly known as the
Cambridge Commons Shopping Center which is located at the southeast corner of
Buffalo Grove Road and Dundee Road, Cook County, Buffalo Grove, Illinois and which
is legally described in Exhibit A hereto.
14. Sales Tax Payment. Incentive payments that the Village is required to
make pursuant to Section 3 of this Agreement.
15. 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.
tax.
16. Tenants. Entities that are located on the Property and that generate sales
rd
0
17. Tier I Incremental Sales Tax. The term "Tier I Incremental Sales Tax"
shall mean the 50% of the additional Village Municipal Sales Tax, 50% of the additional
Home Rule Sales Tax and 50% of the Prepared Food and Beverage Tax generated by
Fresh Farms and the Tenants operating at the Property in excess of $85,000 per year.
18. Tier II Incremental Sales Tax. The term "Tier II Incremental Sales Tax"
shall mean the 50% of the additional Village Municipal Sales Tax, 50% of the additional
Home Rule Sales Tax and 50% of the Prepared Food and Beverage Tax generated by
Fresh Farms and the Tenants operating at the Property in excess of $42,500 per year but
only if the taxable retail sales on the Property exceed $2,500,000 per year from all
Tenants excluding Fresh Farms.
19. Tier III Incremental Sales Tax. The term "Tier III Incremental Sales
Tax" shall mean the 50% of the additional Village Municipal Sales Tax, 50% of the
additional Home Rule Sales Tax and 50% of the Prepared Food and Beverage Tax
generated by the Tenants (excluding Fresh Farms) in excess of $6,000,000 per year or if
the Developer has a minimum 7 year lease with a liquor store that occupies a building
area in excess 8,000 square feet of on the Property.
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. SALES TAX PAYMENT.
A. On or before the Payment Date the Village shall pay 14 Dundee RD. L.L.C. the
Tier 1, Tier II, or Tier III Incremental Sales Tax whichever one is applicable, and substantially in
the form shown in Exhibit B attached hereto.
E
0 .. I.. � 0
B. The Village shall continue the Sales Tax Payments until 14 Dundee RD. L.L.C.
receives a total of $1,100,000 in Sales Tax Payments or eleven (11) years after the
Commencement Date, whichever is earlier to occur.
shall:
C. As a prerequisite for any Sales Tax Payment hereunder, 14 Dundee RD.L.L.C.
1, have executed a minimum 7 year lease with Fresh Farms within 60 days of
the Village approval, by ordinance, of this Agreement; and
2. submit fagade improvement plans for the shopping center to the Village
within 60 days of the the Village approval, by ordinance, of this
Agreement; and
3. complete fagade improvements for the shopping center within 180 days of
the Village's approval of the fagade improvement plans; and
4. have plans for construction of the Fresh Farms store space submitted to the
Village within 90 days of the issuance, by the Village, of a building permit
for fayade improvements for the shopping center; and
5. commence construction of the build -out of the Fresh Farms store within
15 days of the approved final inspection for the facade improvements;
6. obtain a Village certificate of occupancy for the Fresh Farms store within
360 days after construction of said store commences; and
7. 14 Dundee RD, L.L.C. may request, and the Village Manager may grant,
an extension of the construction timeline provided that the developer has
shown sufficient and /or diligent progress in completing the project, as
determined by the Village Manager in his sole discretion.
P
•
17-j
D. That the Fresh Farms store must be operational at the Payment Date in order to
receive the applicable Tier I, II, or III Incremental Sales Tax Payment.
SECTION 4. REQUIREMENTS
A. 14 Dundee RD. L.L.C. shall be obligated to obtain all permits and pay all fees to
the Village in accordance with Village regulations. To ensure renovation of the Shopping Center
and to foster the continued economic growth of the area, a maximum of $20,000 paid permit fees
shall be reimbursed within 50 days of issuance of the Certificate of Occupancy for the Fresh
Farms store.
B. 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 14 Dundee RD.
L.L.C. except an amount equal to fifty percent (50 %) of the Village's Municipal Sales Tax share
and fifty percent (50 %) of the Village's Home Rules Sales Tax in excess of the Tier I, II, or III
Incremental Sales Tax generated from the Property and actually received from Illinois
Department of Revenue.
C. If, for any reason, the State of Illinois fails to distribute the Home Rule Sales Tax
or the Village Municipal Sales Tax to the Village within 30 days after the end of any Quarter of
any Sales Tax Year, the Village shall provide notice of that failure to 14 Dundee RD. L.L.C. In
that event, the Village shall make the required Sales Tax Rebate Payment within 30 days after
the date on which the Village actually receives the Home Rule Sales Tax revenue and Village
Municipal Sales Tax revenue due the Village for the applicable Quarter.
D. The Village shall not be obligated to make any Sales Tax Payment to the
Developer should Fresh Farms fail to continue to operate, during the term of this Agreement, as a
7
r �
grocery store open as a retail establishment in a minimum 35,000 square foot space on the
Property.
E. Any proposed change or amendment to the retail establishment from Fresh Farms
to another grocery store or other type of retail establishment made by the Developer, must be
made in writing and submitted pursuant to the Notice provision of this Agreement to the Village.
The Village, in its sole discretion, shall have the right to accept, refuse of modify any proposed
change or amendment and no such change or amendment shall become effective until the Village
has provided its approval of such pursuant to the Amendment provision of this Agreement.
F. All leases for Tenants on the Property shall be for a minimum term of 3 years,
except any lease for Fresh Farms and a liquor store occupying 8,000 square feet or more of the
Property shall be for a minimum term of 7 years. An executed copy of a Tenant's lease must be
provided to the Village prior to the release of any Incremental Sales Tax Payment for the subject
Tenant.
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 14 Dundee RD. L.L.C. each agree to use their
respective commercially reasonable best efforts to defend the validity of this Agreement, and all
r �
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.
Any claim or suit related to this Agreement shall be filed in the Circuit Court of Cook 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 7. 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 eleven (11) years after the
Commencement Date or (b) the date on which the Village has made all payments required
pursuant to this Agreement.
9
SECTION 8. RELEASE OF INFORMATION
A. Prior to any payments by the Village of any sums as provided for in this
Agreement, 14 Dundee RD. L.L.C. shall cause to be delivered to the Village, on a monthly basis,
the Illinois Retailers' Occupation Tax, Use Tax and Service Occupation Tax returns and /or other
documentation submitted by Fresh Farms and the Tenants to the Illinois Department of Revenue,
which detail the amount of Sales Tax that Fresh Farms and the Tenants paid to Illinois
Department of Revenue with respect to retail sales on the Property. If necessary, 14 Dundee RD.
L.L.C. shall cause Fresh Farms and the Tenants to 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 Fresh Farms and the Tenants 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, 14 Dundee RD. L.L.C. shall cause Fresh Farms and
the Tenants to provide alternative documentation that details the amount of Sales Taxes that
Fresh Farms and the Tenants paid to the Illinois Department of Revenue.
B. In the event that any sales tax returns by Fresh Farms and the Tenants, that have
been submitted to the Village are amended, 14 Dundee RD. L.L.C. shall cause Fresh Farms and
the Tenants to 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.
C. 14 Dundee RD. L.L.C. shall cause the sales tax returns and any amended sales tax
returns submitted to the Village to be certified by Fresh Farms and the Tenants to the Village as
being true, accurate and complete copies of the originals thereof.
10
r �
D. 14 Dundee RD. L.L.C. shall cause Fresh Farms and the Tenants to provide to the
Village prior to any sales tax rebate payment a copy of the original cancelled checks for payment
of the sales tax as reflected on the Illinois Department of Revenue forms from Fresh Farms and
the Tenants certified by Fresh Farms and the Tenants respectively to the Village as being true
and accurate copy of the originals thereof.
SECTION 9. REPAYMENT BY 14 DUNDEE RD. L.L.C.
A. If for any reason, Fresh Farms ceases to conduct its Business at the Property within
two (2) years of the Commencement Date of this Agreement, then 14 Dundee RD. L.L.C.
shall reimburse the Village 100% of the Sales Tax Rebate it has received pursuant to
this Agreement.
B. Cessation of Fresh Farms' Business shall be deemed to have occurred when Fresh Farms'
Illinois Taxable Sales attributable to the Property falls below $5,000,000 per calendar
year.
C. The foregoing repayment to the Village shall be made within thirty (30) days of written
notice to 14 Dundee RD. L.L.C.
SECTION 10. GENERAL PROVISIONS.
A. Complete Agreement: Supersedence. This Agreement constitutes the complete
agreement of the parties regarding the payment of Sales Tax to 14 Dundee RD. L.L.C. and shall
supersede and nullify all prior drafts and agreements concerning the payment of Sales Tax to 14
Dundee RD. L.L.C.
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 14
11
Dundee RD. L.L.C. and by the Village of Buffalo Grove Corporate Authorities by Ordinance
duly adopted, and executed and delivered by the authorized representatives of each party.
C. Notices. Any notice or other communication required or permitted to be given
under this Agreement shall be in writing, and shall be deemed delivered to and received by the
addressee thereof when delivered in person at the address set forth below, or three business days
after deposit thereof in any main or branch United States Post Office, certified or registered mail,
return receipt requested, postage prepaid, properly addressed to the parties, respectively, as
follows:
For notices and communications to the Village: Village of Buffalo Grove
50 Raupp Blvd.
Buffalo Grove, Illinois 60089
Attention: Director of Finance
with a copy to:
For notices and communications to:
William G. Raysa, Esq.
Tressler, LLP
22 South Washington
Park Ridge, Illinois 60068
14 Dundee RD. L.L.C.
c/o Svigos Asset Management
1 West Dundee Road, Suite 200
Buffalo Grove, Illinois 60089
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 fixture notices and communications to
such party, but no notice of change of address shall be effective until actually received.
D. Indemnity. 14 Dundee RD. L.L.C. shall and hereby agrees to defend, hold
harmless and indemnify the Village, its President, Trustees, officers, shareholders, employees,
agents and attorneys from and against any and all claims, demands, suits, damages, liabilities,
12
r •
losses, expenses, and judgments which may specifically arise out of the subject matter of this
Agreement regarding Sales Tax Payments, but said indemnification shall not cover gross
negligence or willful misconduct by the Village. The obligation of 14 Dundee RD. L.L.C. 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 Payments. 14
Dundee RD. L.L.C. 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.
In the event that any governmental department or agency institutes any administrative or
legal proceedings relating to the enforcement of any Federal, state or local laws against the
Village or 14 Dundee RD. L.L.C., which relate to the terms of this Agreement including, but not
limited to any administrative or other legal action relating to the Prevailing Wage Act 820 ILCS
13001 et seq. (the "Act ") (hereinafter "Governmental Action "), then 14 Dundee RD. L.L.C.
shall indemnify and hold harmless the Village from any and all Governmental Action including
any and all loss, liability, damages, fines and expenses including attorneys' fees and court costs
resulting from Governmental Action. Further, 14 Dundee RD. L.L.C, upon receiving notice
from the Village of such Governmental Action, shall assume, fully and vigorously, the entire
defense of such lawsuit or proceedings and any and all costs and expenses of whatever nature
relating thereto; provided, however, that 14 Dundee RD. L.L.0 may not at any time settle or
13
compromise such proceedings without the Village's consent and even then only so long as such
settlement or compromise does not involve an admission of wrongdoing on the part of the
Village, nor any liability on the part of the Village, monetary or otherwise. If the Village, in its
sole discretion, determines that there is, or may be, a conflict of interest between the Village and
14 Dundee RD. L.L.0 on an issue of material importance to the Village, or that such issue or
conflict may have a substantial adverse effect on the Village, then the Village shall have the
option of being represented by its own legal counsel. In the event that the Village exercises such
option, then 14 Dundee RD. L.L.0 shall reimburse the Village from time to time on written
demand from the Village and notice of the amount due for any and all reasonable out -of- pocket
costs and expenses, including but not limited to court costs, reasonable attorney's fees,
witnesses' fees and/or other litigation expenses incurred by the Village in connection therewith.
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
14
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 Partv 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. 14 Dundee RD. L.L.C. may not assign this Agreement or the
amounts, in whole or part, to be paid hereunder without the Village's prior written consent which
consent shall not be unreasonably withheld.
N. Agreement Extension. This Agreement and the terms set forth herein, may be
extended as mutually agreed upon by both parties.
O. Audit. Upon prior written notice to 14 Dundee RD. LLC, and of a place and time
that is mutually beneficial to both parties, the Village shall have the right to conduct an Audit of
15
Fresh Farms and the Tenants to inspect and review those books and records which are directly
related to establishing Gross Receipts for any Sales Tax 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's 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 Sales Tax Payment.
Q. Loss of Authority. In the event that the Village's authority to enter into this
Agreement or to pay the Sales Tax Payment to 14 Dundee RD. LLC 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. 14 Dundee RD. L.L.C. shall comply with the Illinois
Prevailing Wage Act (820 ILCS 130/.01 et seq.) to the extent improvements on the Property are
constructed with any funds being provided to 14 Dundee RD. L.L.C. by the Village pursuant to
this Agreement.
T. Independent Business Relationship. Nothing contained in this Agreement nor
any act of the Village shall be deemed or construed by any of the parties, or by third persons, to
create any relationship of third -party beneficiary, or of principal or agent, or of limited or general
16
partnership, or of joint venture, or of any association or relationship involving the Village and
Developer beyond the terms stated herein.
[the balance of this page intentionally left blank;
signatures appear on the following page]
17
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.
ATTEST:
Village Clerk
VILLAGE OF BUFFALO GROVE
14 Dundee RD. L.
By:
Mike Svigos
Its: Member
14 Dundee RD. L.L.C.
By: 1��.� ---,
aul Svigos
Its:
Lo
Its: Member
14 Dundee RD. L.L.C.
18
0
ACKNOWLEDGEMENT
STATE OF ILLINOIS )
SS
,� )
COUNTY OF £- L A8 1
I 1
L_
This instrument was acknowledged before me on 2013 by
Jeffrey S. Braiman, the Village President of the Village of Buffalo ove, Illinois home rule
municipal corporation, and by Janet Sirabian, the Village, e r% of said municipal corporation.
SEAL:
My Commission expires:
M
of
"OFFICLAL
FAY RUBIN
i
Notary
My Commission Expi 01 1
0
ACKNOWLEDGEMENT
STATE OF ILLINOIS )
COUNTY OF GeoK Lpmu-� SS
This instrument was acknowledged before me on 11 , 2013 by Paul
Svigos, John Svigos, and Mike Svigos, being all the members of 14 Dundee RD. L.L.C. a
Delaware limited liability company.
OFFICIAL SEAL
HILARY A HESTER
NOTARY PUBLIC - STATE OF ILLINOIS Signature of No
MY COMMISSION EXPIRES OT/AMM4
SEAL:
My Commission expires:
20
ACKNOWLEDGEMENT
STATE OF ILLINOIS )
SS
COUNTY OF COOK 1
This instrument was acknowledged before me op
2013 by Paul
Svigos, John Svigos, and Mike Svigos, being all the members of-r4 Dundee RD. L.L.C. a
Delaware limited liability company.
SEAL:
• •
tary
My Commission expires:
OFFICIAL SEAL
JAIME LYNN HAMILTON
NOTARY PUBLIC - STATE OF ILLINOIS
W COMMI MON EXPIRES: 03/12/17
P
0
EXHIBIT A
The Property
0
PARCEL I :
LUTE' I AND 21N WCLLOWMERE SUBDMSION 0FPART OF T HE MORIMST QUARTER Op THE XORTKnST
QUARTER OFSEC77ON9, TOWNSHIP 42 JVORT9 RANGE II, EAST OF THE TMRDPItNCIPAL MERIMM INCOOK
COUNTY, ILLINOIS, EXCEPT THAT PARTOPLOT2 DESCRIBER AS FOLLOWS : BEGIN.NINGAT .TTIE NORTHWEST
CORNER OFSAID LOT 2, THENCE EASTALONG 77'I'E M0R77I'LINE OFSAD LOT'2 FOR ADISTANCE OF IS.00
FEET TO A POINT ; T'h'ENCESOUTHWEST'FOR A DISTANCE OF21.27 FEET TO APOjNr,0 ';1' , T ESTI,CNE OF
SAID LOT 2 THAT IS'J'OO FEET SOUTHOF THE NORTHWEST CORNER OFSAID LOT'2, THENCEN`ORTHALONG
THE WEST LINE Or SAID L€TT"'2 FORA DISTANCE OF IS, 00FEET TO THE POINT OFBEGINNING, IN COOK
COUNTY, ILLINOIS
PARCEL 2
1,0T3 IN WILLOWS ERE. ,SIIBMISION OF PART OF THE NORTH AST QUARTER OF TM8 NORTfIMT V11JAR1`ER
OF,SEC?TON'" 9, TOWNSIRP 42.NORT°H, RANGE II, EAST" OF THE TIII' D PRMCIPAL MERIDIAN, IN COOK
COmmt)NLYKNOWNAS :15 - 9S & wArDE'ERD, Bi7PFALtI CrRQYE, IL
Also known as the Cambridge Commons Shopping Center and located at the Southeast corner of
Buffalo Grove Road and Dundee Road, Buffalo Grove, Illinois
PIN: 03-09-101-035-0000
PIN: 03-09-101-044-0000
PIN: 03 -09 -101- 045 -0000
PIN: 03 -09 -101- 046 -0000
21
EXHIBIT B
Example Sates Tax Payment Calculations Tier I, II and III
Tier I Incremental Sales Tax
Tier]] Incremental Sales Tax
(if taxable retail sales on the property exceed $2,500,000)
Taxable Sales
Food, Drug, General
Medical General Merchandise
Appliance Merchandise Home Rule
Quarter (1.(r)
1 $ 5,000,000.00
2 $ 5, 000, 000.00
3 $ 5,000,000.00
4 $ 5,000,000.00
True -Up
Prepared
Food &
Beverage
$520,000.00
$520,000.00
Taxable Sales
$520,000.00
$520,000.00
$ 400,000.00
$520,000.00
$ 520,000.00
$ 400,000.00
Food, Drug,
$ 520,000.00
General
Prepared
Generated
Cumulative
Payment
$ 64,400.00
$ 64,400.00
Medical
General
Merchandise
Food &
$85,000.00
Annual Sales
$ 64,400.00
$ 193,200.00
Quarter
Appliance
(1.0 %)
Merchandise
(1.0 %)
Home Rule
Beverage
Sales Tax
Tax
Annual
Sales Tax
1
$ 5,000,000.00
$520,000.00
(1.0 %)
$520,000.00
(1.0 %)
$400,000,00
Generated
$ 64,400.00
Generated
Base
Payment
$
$ 21,900.00
2
$ 5,000,000.00 $520,000.00 $520,000.00 $ 400,000.00
$ 64,400.00 $85,000.00
$ 64,400.00 $ 128,800.00 $85,000.00
3
4
$ 5,000,000.00
$ 5,000,000.00
$520,000.00
$520,000.00
$520,000.00
$ 400,000.00
$ 64,400.00
$ 193,200.00
$85,000.00
$ 32,200.00
$ 520,000.00
$ 400,000.00
$ 64,400.00
$520,000.00
$400,000.00
$ 64,400.00
$ 257,600.00
S85.00n_nn
t W? inn rn
Tier]] Incremental Sales Tax
(if taxable retail sales on the property exceed $2,500,000)
Taxable Sales
Food, Drug, General
Medical General Merchandise
Appliance Merchandise Home Rule
Quarter (1.(r)
1 $ 5,000,000.00
2 $ 5, 000, 000.00
3 $ 5,000,000.00
4 $ 5,000,000.00
True -Up
Prepared
Food &
Beverage
$520,000.00
$520,000.00
$ 400,000.00
$520,000.00
$520,000.00
$ 400,000.00
$520,000.00
$ 520,000.00
$ 400,000.00
$ 520,000.00
$ 520,000.00
$ 400,000.00
Yearly Total $ 86,300.00
True- Up Payment is calculated with a revised annual sales tax base of $42,500. Yearly Total $107,550.00
Tier III Incremental Sales Tax
(if taxable retail sales on the property exceed $6,000,000)
Cumulative
Annual Sales
Sales Tax
Tax
Annual
Sales Tax
Generated
Generated
Base
Payment
$ 64,400.00
$ 64,400.00
$85,000.00
$ -
$ 64,400.00
$ 128,800.00
$85,000.00
$ 21,900.00
$ 64,400.00
$ 193,200.00
$85,000.00
$ 32,200.00
$ 64,400.00
$ 257,600.00
$85,000.00
$ 32,200.00
True- Up Payment is calculated with a revised annual sales tax base of $42,500. Yearly Total $107,550.00
Tier III Incremental Sales Tax
(if taxable retail sales on the property exceed $6,000,000)
22
Taxable Sales
Food, Drug,
General
Prepared
Cumulative
Medical
General
Merchandise
Food &
Annual Sales
Quarter
Appliance
(1.0 %)
Merchandise
%)
Home Rule
Beverage
Sales Tax
Tax
Annual
Sales Tax
1
$ 5,000,000.00
(1.0
$520,000.00
(1.0 %)
$520,000.00
(1.0 %)
$ 400,000.00
Generated
$ 64,400.00
Generated
Base
Payment
2
$ 5,000,000.00
$ 520,000.00
$ 520,000.00
$ 400,000.00
$ 64,400.00
$ 64,400.00
$ 128,800.00
$85,000.00
$85,000,00
$
$ 21,900.00
3
4
$ 5,000,000.00
$ 5,000,000.00
$ 520,000.00
$520,000.00
$ 520,000.00
$ 400,000.00
$ 64,400.00
$ 193,200.00
$85,000.00
$ 32, 200.00
True -Up
$520,000.00
$400, 000.00
$ 64,400.00
$ 257,600.00
$85,000.00
$ 32,200.00
$ 42,500.00
True - Up Payment is calculated with a revised annual sales
tax base of
$0.00.
Yearly Total
$128,800.00
22