2014-09-08 - Ordinance 2014-061 - APPROVING AN ECONOMIC INCENTIVE AGREEMENT BY AND BETWEEN VBG AND BOB V ROHRMANI I priviltiliq
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West Dundee Road, 925 West Dundee Road, 935 West Dundee Road, and 945 West Dundee
Road;
WHEREAS, Rohrman desires to either lease or operate automobile dealerships at 9-1' 11
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pursuant to the terms of the attached Economic Incentive Agreement, to share a portion of its
municipal sales tax revenue generated from the sale of vehicles on the subject propertica
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Section 2. The Village Manager is hereby authorized to finalize and execute the
Economic Incentive Agreement by and Between the Village and Bob V. Rohrman, a copy of
Section 3. This ordinance shall be in full force and effect from and after its passage and
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BY AND BETWEEN 3
AND
ROBERT V. ROHRMAN
This Agreement is made and entered into as of the 8th day of September 2014, by and
between the Village of Buffalo Grove , an Illinois home rule municipal corporation (hereinafter
defined as the "Village") and Robert V. Rohrman, (hereinafter defined as "Rohrman").
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. Rohrman is the personal owner of the properties at 915 West Dundee Road, 925
West Dundee Road, 935 West Dundee Road, and 945 West Dundee Road, Buffalo Grove,
Illinois 60089.
B, Rohrman intends to conduct Business at the real property commonly known as
935 West Dundee Road and 945 West Dundee, Buffalo Grove, Illinois.
C. Rohrman Intends to conduct automobile sales in Buffalo Grove under the
corporate name of "Rohr -Max".
D. Rohrman desires in the future to either lease or operate auto
franchieses/dealerships at 915 West Dundee Road and 925 West Dundee Road sometime in
the future.
E. In order to encourage Rohrman to locate its business operation in the Village and
to assist in renovation and operating costs to bring the Rohr -Max dealership and future
franchises/dealerships to the Premises, the Village agrees, pursuant to the terms of this
Agreement, to share sales tax revenue generated from the Promises by the Business over a
finite period of time.
F. As of the date of this Agreement, the total sales tax rate applicabie on the sale of
certain tangible personal property. Including but not by way of limitation, items that must be titled
or registered by an agency of the State of Illinois (e.g. automobiles and parts) within the Cook
County portion of the Village is seven and three-quarter percent (7.75%), the Village portion of
which is one percent (1%) (which is comprised of the one percent (1%) Illinois retailers'
occupation tax).
G. 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 but not including automobiles) is
eight and three-quarter percent (8,75%), 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 Horne -Rule Sales Tax).
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H. The Village has the power and authority to enter into this Agreement pursuant to,
but without limitation, the home rule powers cf the Village under Section 6, Article VII of th(7-
1970 Constitution of the State of Illinois.
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 wordT
shall have the following meanings:
I . Additional Eranchise/Dealership. An additional franchise/dealership is
-e vehicle sales operation that is a separate operation, in a separate building, operating
under a separate entity from Rohr -Max.
3. AUM, 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 Rohrman's
compliance with the terms of this Agreement.
4. Business. All of the sales operations of Rohrman that occur on th�
Premises, Including but not limited to, the sales (including the sales of parts), servio.-
d repair of automobiles and all associated operations.
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6. Finangiall Consu.1 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. GrQ..ss Receipts. The term "Gross Receipte' shall have the same
meaning as that which is ascribed to it in the Retailers' Occupation Tax Act.
8. Hgme 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 518-
11-1) and the Home Rule Municipal Service Occupation Tax Act (65 ILCS 518-11-5).
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. Maximum Inrogntive Aragunt. The maximum amount that Rohrman
is elig Ible to receive under the terms of this agreement.
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OT eliner party To perform its obligations under, or otherwise to comply with,
this Agreement ("Litigation"), the party against which the Litigation is filed or inilliated shall
promptly deliver a copy of the complaint or charge related thereto to the other party ;�nd shall
thereafter keep the other party fully informed concerning all aspects of the Litigation.
B. Defense. The Village and Rohrman each agree to use their respective beat
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.
ML9TION 5. REMEDIES.
A. ftmedles. 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 is shall be entitled to recovery of its attorneys fees and costs.
B. Notice and Qu(21. 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 6hen the iieriod to cuze__,+v� �,,_Iation or failuk-j[L--iinlsi�, �k- �;,�taiiit=xAnizw
cure the violation with diligence and continuity, but In no event longer than 180 days unless -
extended in writing by the non -breaching party.
3Er,TI_QN 6. TERM.
This Agreement shall be in full forc* 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 ten (10) years after the
Commencement Date, (b) or the new agreement term based on Additional
Franchises/Dealerships operating as described in Section 3G, or (c) the date on which the
Village has made all payments required pursuant to this Agreement.
JECTION 7. R&EASE OF INFQfWATION.
Prior to any payments by the Village of any sums as provided for in this Agreement,
Rohrman 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 Rohrman to the Illinois Department of Revenue, which detail the amount of Sales
Tax that Rohrman paid to Illinois Department of Revenue with respect to the Business. If
necessary. Ar
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A. 90mRigg Agreement: Supersedonrg This Agreement constitutes the
complete agreement of the parties regarding the payment of Municipal Sales Tax to Rohrman
and shall supersede and nullify all prior drafts and agreements concerning the payment of
Municipal Sales Tax to Rohrman,
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 mareturn receipt requested, postage prepaid, properly addressed to the parties,
respectively, as follows:
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William G, Raysa, Esq,
Tressler LLP
22 South Washington
Mr. Robert V. Rohrman
President
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to such party, but no notice of change of address shall be effective until actually received.
D. Indgo3nity. Rohrman 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, losses,
•: and •r which may specifically arise out of the • matter of this
Agreement regarding sales tax refunds. The obligation of Rohrman 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,
Jda- liabilities losse a ments, s3acificall and o I ' * f th ub act
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M. A!sljgoz= , Rohn-rian 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
�mknowledges that this Agreement is an obligation which runs to Rohrman and is not a
covenant running with the land. Notwithstanding the foregoing, in the event that Rohrman sells
all of its assets, and following the sale, the operations of the Business remain substantially the
same and in conformance with all obligations of this Agreement, this Agreement will remain in
Ag t. full force and affect and Village will grant its approval of the Assignment of the reemen
Rohrman is required to notify the Village of the sale of all or part of the real estate asset (defined
as Promises). The assignee Is bound by all of the terms and conditions of this Agreement.
N. A-areemont CxWnsion. This Agreement and the terms set forth herein, May be
extended as mutually agreed upon by both parties,
0. AUjil. Upon prior written notice to Rohrman, arid at a place and time that is
mutualto beneficial to both �tarti�h;� Village shall have the
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, Obilgatign. The parties acknowledge and agree that none of the
terms, conditions or proVisions of this Agreement shall be construed, deemed, or interpreted as
(1) a restriction or prohibition on the Village from eliminating of amending it Home Rule Sales
Tax, or (11) a requirement to impose a sales or other tax for the purpose of providing a source of
funds for the Munlclpal Sales Tax Payment,
Q. Los!* of Authority. In the event that the Village's authority to enter into this
Agreement or to pay the Municipal Sales Tax Payment to Rohrman 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. Q Each party hereto certifies hereby that it is not barred from
, _grtificatlons.
entering into this Agreement as a result of violations of either Sections 33E-3 or 33E-4 of the
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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 ILQS 580/2).
S. In§pjtctionof Books god Records. Upon prior written notice to Rohrman, and
at a place and time that is mutually beneficial to both parties, the Village shall have the right to
inspect and review those books and records which are directly related to establlshlng Sales for
any Sales Tax Year or portion thereof.
T. Provalling-W-age. Bob V. Rohrman shall comply with the Illinois Prevailing
Wage Act (820 ILCS 13001 et seq.) to the extent improvements on the Premises are
constructed, repaired, replaced or remodeled with any funds being provided to Bob V, Rohrman
by the Village pursuant to this Agreement.
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Village Clerk
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COUNTY OF COOK
This instrument was acknowledged before me on 204 by
Jeffrey S. Braiman, 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.
Signature of Notary
SEAL:
My Commission expires:
Illinois
3/14/15
STATE OF ILLINOIS
SS
COUNTY OF COOK
This instrument was acknowledged before me on 2014 by
Robert V. Rohrman.,
�L SEAL
,;,4A =GALAN
�S
,LIC, STATE OF ILLINOIS
iXP Rea .5 2016 d
.SSION EXPIRES 1.5-20`16 Signature of Notary
SEAL:
My Commission expires:
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Exhibit A
To Economic Incentive Agreement
by and Between
The Village of Buffalo G
PIN: 03-08-101-021
Legal Description, Lot 2 in the Resubdivioion recorded January 31, 1980 as
Document 25344703, being a Subdivision of Lot 1 in Grand Spaulding Dodge
Subdivision, recorded December 17, 1976 as Dodument 23752075, being •
a
Subdivision ofpart of the west'/2 of Section 8 T wn npAh—Prwtl%.� 9-9-'O"Tf
the Third Principal Meridian, in Cook County, Illinois.
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PIN: 03-08-101-020
Legal Description- Lot I in Grand Spalding Dodge Resubdivision, recorded January
31, 1986 as Document #26344703, being a resubdivision of Lot I in Grand Spalding
Dodge Subdivision, recorded December 17, 1976 as Document #23752075, being a
subdivision of part of the west half of Section 8, Township 42 North, Range 11 East
of the Third Principal Meridian, in Cook County, Illinois.
935'Dundee Road, Buffalo Grove, Illinois
PIM 03-08-101-025-01
&45 Dundee Road, Buffalo Grove, Illinois
PIN: 03-08-101-025-02
Legal Descriptima: That part of the west half of Section 8, Township 42 north, Range
11, east of the Third Principal Meridian, bounded by a line described as follows:
Commencing at a point in the north line of the northwest 1/4 of said Section 8, said
point being 117.86 feet west of the northeast corner thereof, as measured along said
north line which bears north 89 degrees 25'-40" west; thence 9 ' outh 00 degrees OT-
37" west, 50.00 feet to a point in the south line of Dundee Road, as dedicated per
Document No. 21118215; thence north 89 degrees 25'-40" west, along said south line
690.00 feet to the northwest corner of Lot 1 in "Grand-Spaudling Dodge", according
to the Plat thereof recorded December 17, 1976 as Document No. 23752075, and the
point of beginning of the parcel to be described; thence south 00,degreeg OW-37"
west, along the west line of said Lot 1, a distance of 542.00 feet; thence
southwesterly and northwesterly along a curved hne. being the are at a circle convex
southerly and having a radius of 430.00 feet, an are distance of 456.44 feet (the
chord of which arc bears north 84 degrees 411-03" west and measures 435-31 feet), to
a point in the east line of Arlington Heights Road; thence north 00 degrees OW-37"
east, along r,.aid east line, 5o6.00 feet to its intersection with the south line of
Dundee Road, aforesaid; thence south 89 degrees 25-4011 east, along said south line,
433.50 feet to the point of beginning, (excepting there from that part taken for
Arlington Heights Road, as widened), in Cook County, Illinois.
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