2016-06-20 - Ordinance 2016-037 - APPROVING DIA WITH WOODMANS 6.16.16
Ordinance No. 2016-037
AN ORDINANCE APPROVING A DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE VILLAGE OF BUFFALO GROVE
AND
WOODMAN'S FOOD MARKET, INC.
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit by virtue of the
Illinois Constitution of 1970; and
WHEREAS, Woodman's — an employee owned company that currently operates
numerous grocery stores in Wisconsin and Illinois — desires to construct and operate an
approximately 241,000 square foot grocery store along with a fuel center, convenience
store, quick lube and carwash at the northwest and southwest corner of Deerfield Parkway
and Milwaukee Avenue in the Village (the "Project");and
WHEREAS, the northwest and southwest corner of Deerfield Parkway and
Milwaukee Avenue in the Village is currently undeveloped land; and
WHEREAS, as a condition of receiving any economic incentive by the Village to
Woodman's, Woodman's must construct offsite roadway and intersection improvements
along Deerfield Parkway and Milwaukee Ave, which costs will be reimbursed to Woodman's
through a sales tax sharing agreement;and
WHEREAS, in order to encourage renovation and redevelopment of area near
Deerfield Parkway and Milwaukee Ave, the Village agrees to share sales tax revenue
generated by Woodman's located on the property over a finite period of time, as provided for
in the attached agreement; 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 V11 of the 1970 Constitution of the State of Illinois.
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
Development Agreement By and Between the Village of Buffalo Grove and Woodman's
Food Market Inc.,a copy of which is attached hereto as Exhibit "A".
Section 3. This Ordinance shall be in full force and effect from and after its passage,
approval and publication. This Ordinance may be published in pamphlet form. This
Ordinance shall not be codified.
AYES: 6—Berman. Trillina. Stein, Ottenheimer, Weidenfeld, Johnson
NAYS: 0- None
ABSENT: 0- None
PASSED: June 20, 2016.
APPROVED: June 20, 2016.
ATTEST: APPROVED:
Janet IVI. Sirabian, Village Clerk Beverly Suss;;on Village President
EXHIBIT
DEVELOPMENT AGREEMENT
BY AND BETWEEN
E VILLAGE OF BUFFALO GROVE
AND
WOODMAN'S FOOD MARKET, INC.
6/17/2016—JMS DRAFT (includes changes from JIPS).
DEVELOPMENT AGREEMENT
BY AND BETWEEN
THE VILLAGE OF BUFFALO GROVE
AND
WOODMAN'S FOOD MARKET, INC.
This Agreement is made and entered into as of the cWA`day of June, 2016,
("Agreement"), by and between the Village of Buffalo Grove, an Illinois home rule municipal
corporation (hereinafter defined as the "Village") and Woodman's Food Market, Inc., a
Wisconsin corporation authorized to do business in Illinois, (hereinafter defined as
"Woodman's").
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. Woodman's desires to construct an approximately 241,000 square foot grocery store along
with a fuel center, convenience store, quick lube and carwash at the northwest and
southwest corner of Deerfield Parkway and Milwaukee Avenue in the Village (hereinafter
collectively defined as the "Project").
B. Woodman's must first acquire and develop approximately twenty (20) acres of the property
located at the northwest corner (Parcel 1) and southwest corner (Parcel 2) of Deerfield
Parkway and Milwaukee Avenue (hereinafter collectively defined as the "Premises"), which
is graphically depicted in Exhibit "A" attached hereto.
C. Woodman's must then construct the Project on the Premises. In order to receive any
economic incentive from the Village, Woodman's must construct a grocery store with related
parking and loading spaces necessary on Parcel 1; and Woodman's must also construct a
fuel center, convenience store, quick lube and carwash on the western 1.7 acres of Parcel
2. The remaining balance of Parcel 2 is proposed to be developed by Shorewood
Development Group (SDG) for commercial, retail and office purposes which is not subject to
this Agreement.
D. Upon Woodman's acquisition of the Premises and development of the Project, and in order
to receive any economic incentive from the Village, Woodman's agrees that it shall be
financially responsible for constructing all necessary offsite roadway and intersection
improvements along Deerfield Parkway and Milwaukee Ave, as required by the Village, the
Lake County Department of Transportation and the Illinois Department of Transportation.
Said offsite roadway and intersection improvements are estimated at $4,000,000.00.
E. Woodman's is seeking reimbursement for the offsite roadway and intersection improvement
costs, in an amount not to exceed $4,000,000.00, plus an additional payment of
$3,000,000.00 for a combined request of$7,000,000.00.
F. In order to promote Woodman's to develop the Project in the Village, and to assist them with
the Project, the Village agrees, pursuant to the terms of this Agreement, to share certain
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sales tax received by the Village that corresponds to new sales tax revenue generated from
the retail sales associated with the Project.
G. The Village will rebate an incremental portion of its sales tax revenue collected from
Woodman's from taxable sales associated with only grocery, general merchandise and
products.
H. Sales tax revenue received by the Village from Woodman's motor fuel sales at their fuel
center and other sales tax revenue generated by SDG's commercial/retail development on
the balance of Parcel 2 shall not be included in the sales tax sharing.
I. 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.
J. The single order acceptance point for the Business is conducted from the Premises.
K. Woodman's has projected an opening date of late summer or early fall of 2018.
SECTION 2. RULES OF CONSTRUCTION AND DEFINITIONS.
X 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:
a. Audit. 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 Revenue the Village should have received under the terms of this
Agreement and for the purpose of verifying Woodman's compliance with the
terms of this Agreement.
b. Business. All of the sales operations of Woodman's that occur on the Premises,
excluding sales of gasoline.
c. Commencement D'ate. The first day of the first calendar month following the
date upon which Woodman's is issued a Village Certificate of Occupancy for the
operation of the Business on the Premises but not later than October 1, 2020.
d. Financial Consultant. The person, firm or corporation and agents thereof
authorized by the Village to conduct an Audit of the Business, at the sole cost
and expense of the Village, regarding all transactions occurring during any given
Sales Tax Year following the date of this Agreement.
e. Gross Receipts. The term "Gross Receipts" shall have the same meaning as
that which is ascribed to it in the Retailers' Occupation Tax Act.
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f. Incentive Cap. The sum of $3,000,000.00 plus the Offsite Improvements Cost
which shall not exceed $4,000,000.00 for a total amount not to exceed
$7,000,000.00.
g. Incentive Payment The payment to Woodman's of a portion of the Municipal
Sales Tax Revenue that the Village is required to make pursuant to Section 4 of
this Agreement.
h. Municipal Sales Tax Revenue. That portion or component of the Village's
Home Rule Sales Tax of one percent (11%); Village's Retailer's Occupation Tax of
one percent (11%); and the Village's Food and Beverage sales tax of one percent
(11%) generated from the Business on the Premises that are collected by the
Illinois Department of Revenue and paid to the Village. If the authorized taxes
enumerated above cease to exist or their titles change, Municipal Sales Tax
Revenue shall include any tax replacing the taxes enumerated above that are
based in retail sales taxes generated from the Business on the Premises and
collected by the Illinois Department of Revenue.
For purposes of this Agreement, the Municipal Sales Tax Revenue shall not
include sales tax revenue generated from the Business on the Premises resulting
from the sale of gasoline or fuel. For purposes of this Agreement, Municipal
Sales Tax Revenue shall not include any sales tax revenue or other revenue not
generated by the Business. Such an exclusion shall include, but not be limited
to, any revenue received by the Village from sales tax generated by third-party
commercial, retail and office development and operations.
i. Offsite Improvements. All necessary improvements to roads, intersections,
drainage facilities, or other improvements in public rights-of-way along Deerfield
Parkway and Milwaukee Avenue, or otherwise on private property but for the
benefit of the public, as it relates to the road construction that are required by the
Village, the Lake County Department of Transportation, or the Illinois Department
of Transportation to be constructed by Woodman's in connection with the Project.
j, Offsite Improvements Cost. All hard costs (such as labor and materials) and
soft costs (such as permit and license fees, and the reasonable fees of
architects, engineers, and other construction professionals) incurred and paid by
Woodman's for the Offsite Improvements, Reimbursement for the Offsite
Improvement Costs, as provided for in this Agreement, shall not exceed
$4,000,000.00.
k. PaVment_Date. Within ninety (90) days after the end of each Sales Tax Year.
I. 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 nineteen (19) succeeding one-year periods thereafter. The Sales Tax
Year shall not extend to any date beyond October 1, 2040.
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SECTION 3. WOODMAN'S OBLIGATIONS
A. Obligation Prerequisites. Woodman's obligations listed below and rights to receive the
Incentive Payment are contingent upon Woodman's
a. first acquiring or otherwise being authorized to use the Premises; and
b. construction of the Project andmperEtioDVftheBuaineeS;
c. construction of the [Jffs1he Improvements.
B. New Construction. Prior to the -receipt of any Incentive Payment from the Village,
Woodman's shall construct a minimum 241,000 square foot grocery store with related
perking and necessary loading spaces on Parcel 1. Woodman's shall construct a fuel
Center. convenience store. quick |ubg and conwaah OD the western 1.7 acres of Parcel 2. It
is understood and agreed that the final plans including but not limited to e site p|an,
engineering p|ans, signage p|ane, building plans, exterior elevations and landscape plans
are subject tufuture public hearings and the final review and approval by the Village. The
Village agrees to expeditiously review and process said p|ans, which shall substantially
conform to Exhibit A.
C. Roadway and Intersection Improvements. Prior to the rece|ptofany Incentive Payment
from the Village and as part of the Project, Woodman's shall be financially responsible for
constructing the Offs\te Improvements which are estimated to be a cost of$4.00O.00O.00.
D. Failure to Construct. In the event Woodman's is unable or unwilling to construct the
Project on the Premises and the [}ffsite Improvements by October 1. 2U2O this Agreement
mho|| become null and void. The Village's sole remedy for Woodman's failure to construct
shall be the Village's right to unilaterally terminate this Agreement and declare the
Agreement null and void.
E. Failure to Conduct CustomarV Business Operations. In the event Woodman's fails to
conduct its customary business operations on the Prenn|aee. the Village shall be under no
obligation to make any payments authorized by this Agreement. The Village shall have no
obligation to make any Incentive Payment or perform any obligation of this Agreement
should Woodman's not bethe entity engaged in the customary business operation, except
ifan assignment has been completed pursuant to Section 8(K8) below. Failure to conduct
customary business operations does not include temporary closures of the Business that
are less than 12 months or when business operations cease due to an act ofGod. Should
Woodman's reinstate customary business operations on the Premises after 12 months, the
Village's obligations shall be reinstated with the exception for the period in which
Woodman's customary business operations had ceased. The Village's sole remedy for
Woodman's failure to conduct customary business operations shall be the Village's
termination of any Incentive Payments while the Business \a not inoperation.
SECTION 4. MUNICIPAL SALES TAX PAYMENT.
A. The Village shall pay Woodman's an eCVnonn\o incentive, from the Municipal Sales Tax
Revenue on or before the Payment Date that share of the amount equal to the following
formulas, but only up [o the Incentive Cap:
a. For the first through the fifth Sales Tax Years the Village shall:-
i. retain the first $250.000.00 of Municipal Sales Tax Revenue,
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ii. shall pay the next $250,000.00 of Municipal Sales Tax Revenue to
Woodman's
iii. and the Village shall retain 50% and pay Woodman's 50% the Municipal
Sales Tax Revenue collected after the payment in subsection ii. above
has been made.
b. For the sixth through the tenth Sales Tax Years the Village shall:
i. retain the first $300,000.00 of Municipal Sales Tax Revenue,
ii. shall pay the next $300,000.00 of Municipal Sales Tax Revenue to
Woodman's
iii. and the Village shall retain 50% and pay Woodman's 50% the Municipal
Sales Tax Revenue collected after the payment in subsection ii. above
has been made.
c. For the eleventh through the fifteenth Sales Tax Years the Village shall:
i. retain the first $350,000.00 of Municipal Sales Tax Revenue,
ii. shall pay the next $350,000.00 of Municipal Sales Tax Revenue to
Woodman's
iii. and the Village shall retain 50% and pay Woodman's 50% the Municipal
Sales Tax Revenue collected after the payment in subsection ii. above
has been made.
d. For the sixteenth through the twentieth Sales Tax Years the Village shall:
i. retain the first $400,000.00 of Municipal Sales Tax Revenue,
ii. shall pay the next $400,000.00 of Municipal Sales Tax Revenue to
Woodman's
iii; and the Village shall retain 50% and pay Woodman's 50% the Municipal
Sales Tax Revenue collected after the payment in subsection ii. above
hase been made.
B. The Incentive Payment shall not be a general obligation of the Village. The Village shall
have no obligation to pay the Incentive Payment or any other amounts to Woodman's
except an amount equal to the Municipal Sales Tax Revenue share generated from the
Business on the Premises actually received from Illinois Department of Revenue.
C. The Incentive Payment shall first apply to the Offsite Improvement Costs. If the Offsite
Improvement Costs are less than $4,000,000.00 then the Village's obligation under this
Agreement shall be reduced accordingly. Woodman's shall provide, upon request by the
Village, certified copies of all actual expenses relating to and in conjunction with the
construction of all necessary offsite roadway and intersection improvements along Deerfield
Parkway and Milwaukee Avenue as required by the Village, Lake County Department of
Transportation and the Illinois Department of Transportation prior to any Incentive Payment.
Once the Offsite Improvement Costs have been fully reimbursed, then the remaining
$3,000,000.00 of the Incentive Payment shall begin to be remitted to Woodman's as
provided for in this Agreement.
D. The Village is obligated to make the Incentive Payment until the Offsite Improvement Costs
are reimbursed and $3,000,000.00 has been remitted to Woodman's. However, the Village
shall not be obligated to make any payments, regardless of how much has been remitted to
Woodman's after twenty (20) years from the Commencement Date.
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E. In the event that any sales tax returns that have been submitted to the Village are amended,
Woodman's shall promptly provide amended sales tax returns to the Village, clearly
identifying them as an amendment of a sales tax return previously submitted to the Village.
SECTION 6. 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.
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 Lake County. The
substantially 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 calendar 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 calendar 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 calendar days unless extended in writing by the non-
breaching party.
SECTION 7. TERM.,
The term of this Agreement shall be the earlier to occur:
1. Payment of Incentive Payment has been completed;
2. The twentieth (20th) anniversary of the Commencement Date has been reached;
SECTION 8. RELEASE OF INFORMATION.
A. Prior to any payments by the Village of any sums as provided for in this Agreement,
Woodman's 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 Woodman's to the Illinois Department of Revenue, which detail
the amount of Sales Tax that Woodman's paid to Illinois Department of Revenue with
respect to Woodman's Business. If necessary, Woodman's shall provide the Village with a
limited power of attorney, addressed to and in a form satisfactory to the Illinois Department
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of Revenue, authorizing the Illinois Department of Revenue to release to the Village all
gross revenue and sales tax information submitted by Woodman's 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, Woodman's shall provide alternative
documentation that details the amount of sales taxes that Woodman's paid to the Illinois
Department of Revenue.
SECTION 9. GENERAL PROVISIONS.
A. Complete Agreement; Supersedence. This Agreement constitutes the complete
agreement of the parties regarding the payment of Municipal Sales Tax Revenue to
Woodman's and shall supersede and nullify all prior drafts and agreements concerning the
payment of Municipal Sales Tax Revenue to Woodman's.
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
Woodman's and by the Village of Buffalo Grove's 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: William G. Raysa, Esq.
Tressler LLP,
233 S Wacker Drive, 22nd Floor
Chicago, 1L. 60606
For notices and communications to the Woodman's Food Market, Inc.
Woodman's: 2631 Liberty Lane
Janesville, W1 53545
Attention: Clint Woodman
With a copy to: Boardman & Clark LLP
P. O. Box 927
Madison, WI 53701-0927
Attention: John Starkweather
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. 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, which relate to this Agreement including, but not limited to any
administrative or other legal action relating to this Agreement or the Prevailing Wage Act
820 ILCS 130/.01 of seq. (the "Act") (hereinafter "Governmental Action"), then Woodman's
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, Woodman's, 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 Woodman's may not at any time
settle or 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 Woodman's 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 Woodman's 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.
Woodman's shall not be liable to defend, indemnify, release and/or hold harmless the
Village as defined in this Paragraph D unless Woodman's is in breach of this agreement and
such breach has not been cured within 30 calendar days of the date that the Village notifies
Woodman's.
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.
1. Time of Essence. Time is of the essence in the performance of all terms and provisions of
this Agreement.
J. Severability. It is the express intent of the parties hereto that should any provision,
covenant, agreement, or portion of this Agreement or its application to any person, entity, or
property be held void, invalid, or unenforceable by a court of competent jurisdiction, such
8
action shall not affect 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. Woodman's 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 Woodman's and is not a covenant running
with the land. Notwithstanding the foregoing, in the event that Woodman's sells all of its
assets, or the principals of Woodman's 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 subject to the Village granting its approval of the Assignment of the Agreement,
which may not be unreasonably withheld. The assignee shall be bound by all of the terms
and conditions of the Agreement.
N. Audit. Upon prior written notice to Woodman's, and at a place and time that is mutually
beneficial to both parties, the Village shall have the right to conduct an Audit, at the Village's
sole cost and expense, of Woodman's 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.
O. 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 its 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 Incentive Payment.
P. 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).
Q. Prevailing Wage. Woodman's is hereby notified by the Village that work contemplated by
this Agreement may be subject to the Prevailing Wage Act 820 ILCS 130/1 et seq during the
term of this agreement. Woodman's agrees to comply with all applicable provisions of the
Illinois Prevailing Wage Act as administered by the Illinois Department of Labor ("IDOL").
Woodman's further agrees to contact IDOL for a determination of applicability of the
Prevailing Wage Act to the projects contemplated by this Agreement. If required by IDOL,
Woodman's agrees to pay the prevailing wage rates and to require that all of its
subcontractors pay prevailing wage to any laborers, workers or mechanics who perform
construction work on the Project contemplated by this Agreement. Woodman's recognizes
and agrees that it is solely responsible for compliance with the Prevailing Wage Act and
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agrees to fully indemnify, defend and hold harmless the Village pursuant to Section 9. D.
above with regard to any actions or proceedings instituted regarding such compliance.
R. 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-parties, to create
any relationship of third-party beneficiary, or of principal or agent, or of limited or general
partnership, or of joint venture, or of any association or relationship involving the Village and
Woodman's beyond the terms stated herein.
IN ITS 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:
ATTEST: Beverly SjsrTian, Village President
Janet Sirabian, Village Clerk
woo
By:
Clint Woodman'
Its: Vice President
ATTEST:
r\
Its;_&u
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ACKNOWLEDGEMENT
STATE OF ILLINOIS
SS
COUNTY OF LAKE
This instrument was acknowledged before me on �7 2016 by
Beverly Sussman, 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.
Julie Kamka
Notary Public-State of iii .s §--ig'n f R'6tary
My Cornnfission Expires
1 04/06/2019
SEAL:
My Commission expires: 0 1//V&
ACKNOWLEDGEMENT
STATE OF ILLINOIS
SS
COUNTY OF LAKE
This instrument was acknowledged before me on xob- 2 X�- 2016 by Clint
I
Woodman, Vice President of Woodman's Food Market, Inc. a yyiscon in Corporation.
Signature of Notary
SEAL:
My Commission expires: 2 2--
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EXHIBIT A
T
DEVELOPMENT AGREEMENT
Y AND BETWEEN
THE VILLAGE OF BUFFALO GROVE
AND
WOODMAN'S FOOD MARKET, INC.
(Graphic Depiction of the Premises)
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