1998-073 ORDINANCE NO. 98- 73
AN ORDINANCE APPROVING AN AGREEMENT WITH CDW COMPUTER CENTERS, INC.
WHEREAS, the Village of Buffalo Grove is a Home Rule Unit pursuant to the
Illinois Constitution of 1970; and
WHEREAS, CDW Computer Centers, Inc. ("CDW") is to locate certain of its
telemarketing operations, most specifically dedicated to its national corporate
sales within the Village of Buffalo Grove; and
WHEREAS, as a result, the efficient and effective use of commercial
property will occur which will increase the Village's tax base and increase
employment opportunities in the Village, and in furtherance of this, the Village
is willing to grant certain incentives to CDW.
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 President and Village Clerk are hereby authorized
to execute the "Agreement Between the Village of Buffalo Grove and CDW
Computer Centers, 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 and approval. This Ordinance shall not be codified.
AYES: 6 - Marienthal. Reid, Rubin. Braiman. Hendricks. Glover
NAYES: 0 - None
ABSENT: 0 - None
PASSED: November 2 , 1998.
APPROVED: November 2 , 1998•
APPROVEpt
illage P ent
ATTEST:
VilLlrdge Cleric
Exhibit "A"
AGREEMENT BETWEEN THE VELLAGE OF BUFFALO GROVE
AND CDW COMPUTER CENTERS, INC.
This Agreement is entered into on this 2nd day ofNovembe-� 1998, by and between
the Village of Buffalo Grove, Cook and Lake Counties, Illinois, an Illinois municipal corporation
(hereinafter referred to as the "Village") and CDW Computer Centers, Inc., an Illinois
corporation (hereinafter referred to as "CDW").
WITNESSFTH•
In consideration of the Preliminary Statements, the mutual covenants herein contained and
other good and valuable consideration, the sufficiency and receipt of which is hereby
acknowledged, the parties agree as follows:
Section 1.
Preliminary Statements
A. The Village is a home rule unit of government and pursuant to Section 6 of Article
VI[ of the Constitution of the State of Illinois is authorized to enter into this Agreement.
B. CDW leases certain real property located within the boundaries of the Village which
is legally described on Exhibit "A" attached hereto and made a part hereof (the "Property").
CDW is in the business of selling, retailing, distributing, configuring (light assembly), and
telemarketing (mail order) personal computers, peripherals and other associated products and
services. CDW intends to locate certain of its telemarketing operations, most specifically
dedicated to its national corporate sales (hereinafter referred to as the "Business") at the Property.
C. The owner of the Property is Chevy Chase Business Park Limited Partnership (the
"Owner"). Based upon a petition by the Owner, a Special Use to permit a retail operation was
granted under Village Ordinance No. 93-9, such ordinance further granting CDW use of the
Property, including the completion of improvements. Further, Owner has developed the Property
pursuant to the Ordinance and CDW will occupy the Property for the purpose of conducting its
Business thereon and therein.
D. The Village is desirous of having the Property occupied. The efficient and effective
use of the Property will increase the Village's tax base and increase employment opportunities in
the Village, and, in furtherance thereof, the Village is willing to grant certain incentives to CDW
subject to the terms and conditions hereinafter set forth.
E. Municipal Sales Tax shall mean:
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(1) the current Village's Home Rule Sales Tax of lh of one percent (.5%) (Division
11 of Article 8 of Act 5 of Chapter 35 of the Illinois Compiled Statutes) collected
by CDW as a result of Business transactions occurring on the Property, or
elsewhere in the Village, and if for any reason whatsoever the said Village's .5%
Home Rule Sales Tax is not applied to Illinois Taxable Sales originating from the
Property on account of the Business, then,
(2) the one percent (1%) of the current Illinois "Retailer's Service Occupation Tax"
and "Retailers Use Tax" (Chapter 35 of the Illinois Compiled Statutes), collected
by CDW as a result of Business transactions occurring on the Property, or
elsewhere in the Village,
(3) or any similar tax which replaces the tax set forth in this Paragraph E., subsection
(1) or (2).
Section 2.
Village Authority
The Village has received an opinion dated March 18, 1993 from Chapman & Cutler, an
independent law firm recognized in the area of municipal law, relative to a similar Agreement
dated March 1, 1993 that the commitments or obligations on the part of the Village hereinunder,
are binding and enforceable in accordance with their terms and are within its lawful authority as
a home rule unit of local government under the laws of the State of Illinois.
Section 3.
Conditions Precedent To The Undertaking
On The Part Of The Villlagg
All undertakings and approvals on the part of the Village pursuant to this Agreement are
subject to satisfaction of the following conditions by CDW:
A. CDW shall provide the Village with a copy of an executed lease for the Property
wherein CDW is the Lessee and Owner is the Lessor. Said copy shall be certified by CDW and
Owner to the Village as being a true, accurate and complete copy of the original thereof.
B. CDW shall have completed each of the requirements contained in Section 5. hereof
which by its terms preconditions the Village's obligation to disburse any Municipal Sales Tax
revenues to CDW.
C. Receipt by the Village of a copy of CDW's application to the Illinois Department
of Revenue for sales tax operations of the Business on the Property.
Page 2 of 12
Section 4•
Undertakings On The Part Of The Village
A. Provided that CDW shall first have complied with all of the conditions set forth in
Section 3. hereof, the Village, pursuant to this Agreement, shall distribute a portion of the
Municipal Sales Tax revenues generated by any retail sales activities of CDW's Business located
within the Property or within the Village, to the extent the same are received by the Village from
the Illinois Department of Revenue ("Sales Tax Distributions") as herein provided.
1. Sales Tax Distributions shall be based on the following defined terms:
(a) "Commencement Date" shall be the first day of the first calendar month set forth
in the written notice from CDW to the Village that the Property is occupied for the
retail sales activities of CDW's Business.
(b) "Sales Tax Year(s)" shall mean the twelve (12) consecutive month period starting
on the Commencement Date and ending� twelve (12) months later. In order to
qualify as a Sales Tax Year, CDW's Illinois Taxable Sales originatingfrom the
Property or elsewhere in the Village in that year must exceed $15,0 ,000. A
tolling of a Sales Tax Year shall occur for the time frame during which the
premises upon which the Proppeerrttyy is located are uninhabitable because of a major
casualty. The tolling periodshali not be longer than one year.
(2) For each Sales Tax Year the Village shall make one annual "Sales Tax Payment"
of an amount equal to 1)2 of 1% of CDW's Illinois Taxable Sales to CDW.
(3) For any Sales Tax Year that CDW's Illinois Taxable Sales originating from the
Property or elsewhere in the Village do not exceed $15,000,000, the Village shall
have no obligation to make the Sales Tax Payment for that year.
(4) The Village shall make the annual Sales Tax Payment within one hundred twenty
0) days of the end of the Sales Tax Year provided that the Village shall have
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actually received from the Illinois Department of Revenue the distribution of
all Municipal Sales Tax revenue applicable to the annual period in question. If for
any reason the Illinois Department of Revenue fails to distribute all of the
Municipal Sales Tax revenue to the Village within one hundred twenty (120) days
of the close of any annual period, the Village shall provide written notiffiication of
such fact to CDW. In that event the Village shall make the required annual Sales
Tax Payment within a reasonable period of time after it shall have received from
the Illinois Department of Revenue all of the Municipal Sales Tax revenue due the
Village for such annual period.
(5) The Sales Tax Payments set forth above shall be payable solely from Municipal
Sales Tax revenues actually received by the Village from the Illinois Department
of Revenue and originating from the Business located on the Property. The Village
shall not be obligated to pay any Sales Tax Payment identified herein from any
other fund or source.
B. The parties acknowledge that the agreement to distribute Municipal Sales Tax
revenue herein provided is predicated on existing law in the State of Illinois providing for the
payment to Illinois municipalities of one percent (1%) of the sales tax generated within each such
municipality. In addition, the Village, by local initiative and ordinance, has imposed a one-half
percent (.5%) Home Rule Sales Tax that is applied to certain Illinois taxable sales generated from
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within the Village.
The General Assembly of the State of Illinois has, from time to time, considered modifying
or eliminating the distribution of sales tax revenues to Illinois municipalities. The parties desire
to make express provision for the effect of such change upon the operation of this Agreement.
(1) The Village shall not, under any circumstance be required to impose a sales or
other tax for the purpose of providing a source o?funds for the Sales Tax Payments
herein contemplated.
(2) The Village is not required to continue to impose its current home rule sales tax for
the purpose of providing a source of funds for the Sales Tax Payments herein
contemplated.
(3) Should the Illinois General Assembly hereafter and during the term of this
Agreement eliminate the distribution of sales tax revenue to Illinois municipalities,
or otherwise alter the distribution formula in a manner which�ppr�events the Village
and CDW from being able to ascertain with reasonable specificity the amount of
Municipal Sales Tax being received by the Village as a direct result of the sales
activities of CDW's Business located on the Property, CDW shall receive no
distribution of sales tax or other revenues pursuant to this Agreement.
(4) Should the Illinois General Assembly hereafter and during the term of this
Agreement increase the rcentage of sales tax revenue distributed to Illinois
municipalities, the Sales Tax Payments provided for herein shall be continued but
shall appplyy solely to the amount of Municipal Sales Tax revenue as set forth in
Section 1.E hereof. The distribution shall continue to be made in accordance with
the distribution,formula contained in this Section.
(5) Should the Illinois General Assembly hereafter and during the term of this
Agreement reduce the percentage of sales tax revenue distributed to Illinois
mumcipalities, the Sales Tax Pa ments provided for herein shall be continued but
shall applyy solely to the amounNf Municipal Sales Tax revenue generated based
on CDW s Business located on the Property.
Section 5•
Undertakings On The Part Of CDW
A. CDW shall perform and/or comply with all the conditions precedent and
undertakings set forth in this Agreement.
B. CDW shall provide to the Illinois Department of Revenue any and all
documentation required by the Department to establish the Property as a taxable Business site for
the purpose of establishing sales tax liabilities.
C. CDW shall provide to the Village quarterly within thirty (30) days after the end of
the quarter, certified copies of Illinois Department of Revenue Forms concerning sales tax matters,
including without limitation, ST-1 Sales and Use Tax Return and ST-2 Multiple Site Form. Said
copies shall be certified by CDW to the Village as being true, accurate and complete copies of the
originals thereof.
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Section 6.
Representations And Warran ies of CDW
A. CDW hereby represents and warrants that at all times it shall comply with all
applicable codes, ordinances, rules, regulations, permits and any conditions attached thereto,
whether imposed by the Village or any other unit of local government or agency having
jurisdiction over the Property or any portion thereof.
Section 7.
Notices
All notices and requests required pursuant to this Agreement shall be sent as follows:
To CDW: Michael Krasny
CDW Computer Centers, Inc.
200 North Milwaukee Avenue
Vernon Hills, Illinois 60061
with a copy to: Harry Harczak
CDW Com �t�er Centers, Inc.
200 North Milwaukee Avenue
Vernon Hills, Illinois 60061
To the Village: Village of Buffalo Grove
Attn: Director of Finance
50 Raupp Boulevard
Buffalo Grove, Illinois 60089
with a copy to: William G. Raysa
Ra sa & Skelton, P.C.
1140 Lake Street, Suite 400
Oak Park, Illinois 60301
or at such other addresses as the parties may indicate in writing to the other either by personal
delivery of by certified mail, return receipt requested. In the event service is by certified mail,
the date of the mailing will be its effective date.
Section 8.
Law Governing
This Agreement shall be construed and enforced in accordance with the laws of the State
of Illinois.
Section 9.
Assignment-,
CDW shall not assign this Agreement without the prior written consent of the Village.
Such consent shall not be unreasonably withheld. The Village acknowledges that this Agreement
is an obligation which runs to CDW and is not a covenant running with the land.
Pago 5 of 12
Section 10,
Third Party Beneficiaries
The Village and CDW agree that this Agreement is for the benefit of the parties hereto and
not for the benefit of any third-party beneficiary. No third party shall have any rights or claims
against the Village arising from this Agreement.
Section 11,
Binding Effect
This Agreement shall inure to the benefit of and shall be binding upon the Village, CDW
and their respective successors and assigns.
Section 12,
Limitation Of Liability
Notwithstanding anything herein contained to the contrary by implication or otherwise, any
obligations of the Village created by or arising out of this Agreement shall not be a general debt
of the Village or a charge against its general credit or taxing powers, but shall be payable solely
out of the Municipal Sales Tax Revenues as set forth herein. No recourse shall be had for any
payment pursuant to this Agreement against any officer, employee, attorney, elected or appointed
official, past, present or future of the Village.
Section 13.
No Waiver Or Relinquishment Of Right To Enforce Agreement
Failure of any party to this Agreement to insist upon the strict and prompt performance of
the terms, covenants, agreements and conditions herein contained, or any of them, upon any other
party imposed, shall not constitute or be construed as a waiver or relinquishment of any party's
right thereafter to enforce any such term, covenant, agreement or condition, but the same shall
continue in full force and effect.
Section 14,
Approval Or Direction
Whenever under the provisions of this Agreement any approval, direction or consent of
the Village or CDW is required, or the Village or CDW is required to agree or to take some
action at the request of the other, such approval, direction or consent of request shall be given for
the Village, unless otherwise provided herein, by the Village Manager or his designee and for
CDW as CDW so authorizes in writing.
Page 6 of 12
Section 15.
Section Headings And Subheadings
All Section headings or other headings in this Agreement are for general aid of the reader
and shall not limit the plan meaning or application of any of the provisions thereunder whether
covered or relevant to such heading or not.
Section 16,
Authority To Execute
Mr. Michael Krasny, CDW Chairman and CEO, warrants that he is duly authorized as an
agent of CDW and is specifically authorized to sign this Agreement. The Village President and
Village Clerk of the Village hereby warrant that they have been lawfully authorized by the
Corporate Authorities of the Village to execute this Agreement.
Section 17.
Amendment
This Agreement sets forth all the promises, inducements, agreements, conditions and
understandings between CDW and the Village relative to the subject matter thereof, and there are
no promises, agreements, conditions or understandings, either oral or written, express or implied,
between them, other than as herein set forth. No subsequent alteration, amendment, change or
addition to this Agreement shall be binding upon the parties hereto unless authorized in accordance
with law and reduced in writing and signed by them.
Section 18.
Counterparts
This Agreement may be executed in two (2) or more counterparts each of which taken
together, shall constitute one and the same instrument.
Section 19.
Default
In the event of any default under or violation of this Agreement, the party not in default
or violation shall serve written notice upon the party or parties in default or violation, which
notice shall be in writing and shall specify the particular violation or default. All parties hereto
reserve the right to cure any violation of this Agreement or default by any of them hereunder
within thirty (30) days from written notice of such default. If CDW does not satisfy the
conditions precedent to the Village's obligations provided for in Section 3., the Village shall have
Page 7 of 12
no recourse against CDW, including no right of specific performance, and the Village, as its sole
remedy, shall be released fro many and all obligations hereunder.
Section 20.
TUM
The Term of this Agreement shall begin as of the date that CDW initiates its Business on
the Property and shall expire as of the date that it ceases to conduct its Business on the Property.
Upon expiration, this Agreement shall become null and void and be of no further force or effect.
Page 8 of 12
IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the date
and year first written above.
Village of Buffalo Grove, an
Illinois muni ' al corpo tion,
By
age rest en
ATTEST:
viflafe-ulerk
CDW Computer Centers, Inc., an
Illinois rporation
/Chairnpe
ATT T:
CFO
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STATE OF ILLINOIS
SS
COUNTY OF LAKE
I, the undersigned, a Notary Public in and for said County, in the State of aforesaid, DO
HEREBY CERTIFY that SIDNEY H. MATHIAS, Village President of the Village of Buffalo
Grove, and JANET SIRABIAN, Village Clerk of said Village, personally known to me to be the
same persons whose names are subscribed to the foregoing instrument as such Village President
and Village Clerk, respectively appeared before me this day in person and acknowledged that they
signed and delivered the said instrument as their own free and voluntary act, and as the free and
voluntary act of said Village, for the uses and purposes therein set forth; and the said Village
Clerk then and there acknowledged that she as custodian of the corporate seal of the Village of
Buffalo Grove, did affix the corporate seal of said Village to said instrument, as her own free and
voluntary act and as the free and voluntary act of said Village, for the uses and purposes therein
set forth.
Given under my hand and Notorial Seal this }' day�of p w/�� , 1998.
Notary Public
LNO BLgAT FREED
tvf YCO SATE
ISSION
Exp•FEB. 10,2000
Page 10 of 12
STATE OF]LLINOIS )
) SS
COUNTY OF LAKE )
I, the undersigned, a Notary Public in and for said County, in the State of aforesaid, DO
HEREBY CERTIFY that MICHAEL KRASNY, CEO/Chairman of CDW Computer Centers,
Inc., and Harry J. H a r c z a k, J r . C F O of said Corporation, personally
known to me to be the same persons whose names are subscribed to the foregoing instrument as
such CEO/Chairman and Corporate Secretary, respectively appeared before me this day in person
and acknowledged that they signed and delivered the said instrument as their own free and
voluntary act, and as the free and voluntary act of said Corporation, for the uses and purposes
therein set forth; and the said Corporate Secretary then and there acknowledged that she as
custodian of the corporate seal of CDW Computer Centers, Inc., did affix the corporate seal of
said Corporation to said instrument, as her own free and voluntary act and as the free and
voluntary act of said Corporation, for the uses and purposes therein set forth.
Given under my hand and Notorial Seal this day of , 1998.
— Notary Public
"OFFICIAL SEAL"
CHERYL LYNN JARM
Notary Public,State of Illinois
My Commission Expires 10/01/01
Page 11 of 12
EXHIBIT "A"
Chevy Chase Business Park West
LOT 1 IN CHEVY CHASE BUSINESS PARK WEST RESUBDIVISION NO. 2 OF PART OF
THE SOUTHEAST 'A AND PART OF THE EAST 1/2 OF THE SOUTHWEST, 1/ OF SECTION
34, TOWNSHIP 43 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL MERIDIAN,
IN LAKE COUNTY, ILLINOIS.
ALSO
THAT PART OF LOT 6 IN CHEVY CHASE BUSINESS PARK WEST RESUBDIVISION OF
PART OF THE SOUTHEAST 'A AND PART OF THE EAST 1/2 OF THE SOUTHWEST 1/ OF
SECTION 34, TOWNSHIP 43 NORTH, RANGE 11, EAST OF THE THIRD PRINCIPAL
MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED APRIL 13, 1989 AS
DOCUMENT NO. 2783188, DESCRIBED AS FOLLOWS: COMMENCING AT THE
SOUTHWEST CORNER OF SAID LOT 6; THENCE SOUTH 65 DEGREES 00 MINUTES 00
SECONDS EAST ALONG THE SOUTHERLY LINE OF SAID LOT 6, 18.67 FEET TO A
POINT FOR A PLACE OF BEGINNING; THENCE CONTINUING SOUTH 65 DEGREES 00
MINUTES 00 SECONDS EAST ALONG THE SOUTHERLY LINE OF SAID LOT 6, 135.03
FEET TO AN ANGLE POINT IN SAID LINE; THENCE SOUTH 89 DEGREES 58 MINUTES
11 SECONDS EAST ALONG THE SOUTH LINE OF SAID LOT 6, 662.26 FEET TO THE
NORTHEAST CORNER OF LOT 1 IN CHEVY CHASE BUSINESS PARK WEST
RESUBDIVISION NO. 2 OF PART OF THE SOUTHEAST 1/4 OF SECTION 34, AFORESAID;
THENCE NORTH 00 DEGREES 13 MINUTES 45 SECONDS EAST ALONG THE
NORTHERLY EXTENSION OF THE EAST LINE OF SAID LOT 1, 57.00 FEET; THENCE
NORTH 89 DEGREES 58 MINUTES 11 SECONDS WEST PARALLEL WITH THE SOUTH
LINE OF SAID LOT 6, 784.86 FEET TO THE PLACE OF BEGINNING, IN LAKE COUNTY,
ILLINOIS.
N:\LEGAL\CDWDRAF2.WPD\10/12/98
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