2025-06-16 - Ordinance 2025-071 - FIFTH AMENDMENT TO THE AGREEMENT BY AND BETWEEN VBG AND US LBM OPERATING CO. 2009, LLC AND US LBM OPERATING CO. 3009, LLCt\oRDINAN CE 2025-c71
FIFTH AMENDMENT TO THE AGREEMENT BY
AND BETWEEN THE VILLAGE OF BUFFALO
GROVEAND US LBM OPERATING CO.2OO9,
LLC AND US LBM OPERATING CO.3OO9, LLC
BUFEAI.O
GRPVE
WHEREAS the Village of Buffalo Crove is a home rule unit pursuant to the
lllinois Constitution of 1970: and
WHEREAS the Village and Hines Lumber Co. ("Hines") had entered into an
Agreement dated November 20, 2OOO, concerning Municipal Sales Tax (the
"Agreement"), as amended as follows; and
WHEREAS the Village and Hines entered into an Amendment to Agreement
dated March 3, 2OO3 (the "First Amendment,'); and
WHEREAS the Village and Hines entered into an Amendment to Agreement
dated luly 28, 2009 (the ',Second Amendment,,); and
WHEREAS the Village and Hines entered into an Amendment No.3 to
Agreement dated August ll, 2O2O; and
WHEREAS the Village and US LBM Operating Co.3OO9, LLC, as Assignee to
the Agreement, entered into Amendment No. 4 to Agreement dated December .l5,
2022:and
WHEREAS Hines is requesting an amendment to assign the Agreement to
both US LBM Operating Co.3009, LLC and US LBM Operating Co.2OO9, LLC each
organized as a Delaware Limited Liability Company (collectively ,,the parties,'), in
accordance with the terms and conditions outlined in Exhibit "A" (the ,,Fifth
Amendment").
NOW THEREFORE BE lT ORDA]NED by the President and Board of Trustees of the
Village of Buffalo Crove, Cook and Lake Counties, lllinois, as follows:
SECTTON l. The foregoing recitals are hereby adopted and incorporated and made a
part of this Ordinance as if fully set forth herein.
SECTION 2. The Village President and Village Clerk are hereby authorized to execute
the Fifth Amendment to the Agreement, a copy of which is attached hereto as
Exhibit "A", subject to the final review and approval of the Village Attorney.
SECTION 3. This Ordinance shall be in fullforce and effect from and after its passage
and approval and shall not be codified.
Page 1 of 2
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AYES:
NAYES:
ABSENT:
PASSED:
APPROVED:
PUBLISHED:
6 - lohnson. Richards. Cesario. Ottenheimer. Bocek. Weidenfeld
O - None
O - None
June .16. 2025
June .16. 2025
June i8.2025
ATTEST:APPROVED:
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50 Raupp Blvd, Buffalo Grove, lL 60089 \ 847-459-2500 , vbg.org
'1 Page 2 of 2
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June _, 2025
Amendment No. 5 To Agreement
This Amendment No.5 to Agreement is made and entered into effective as of the 15th
day of April 2025 by and between the Village of Buffalo Grove, an lllinois Municipal Corporation,
hereinafter referred to as the "Village" and US LBM Operating Co. 2009, LLC and US LBM
Operating Co. 3009, LLC, each organized as a Delaware Limited Liability Company (collectively
"the Parties"), and
Whereas, the Village and Hines Lumber Co. ("Hines") had entered into an Agreement
dated November 20, 2OOO, concerning Municipal Sales Tax (the "Agreement"), as amended as
follows
Whereas the Village and Hines entered into an Amendment to Agreement dated March 3,
2003 (the "First Amendment"),
Whereas the Village and Hines entered into an Amendment to Agreement dated july 28,
2009 (the "Second Amendment"),
Whereas the Village and Hines entered into an Amendment No. 3 to Agreement dated
August 11, 2020,
Whereas the Village and US LBM Operating Co. 3009, LLC, as Assignee to the Agreement,
entered into Amendment No. 4 to Agreement dated December 75,2022.
(collectively, "the Amendments").
Now, therefore, in consideration of the mutual covenants and promises set forth herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by the Parties, the Parties agree that the Agreement, as amended by the
Amendments noted above, is further amended and restated to read as follows,
The Agreement is hereby amended to include as a Party to the Agreement US LBM
Operating Co. 2009, LLC a Delaware Limited Liability Company, assumes all rights and
obligations under the Agreement, as amended, such that the Agreement applies to both
US LBM Operating Co., 2009, LLC and US LBM Operating Co. 3009, LLC.
6. Creation and Approval of5inqle Order-Acceptance Point:
F. US LBM Operating Co. 2009, LLC and US LBM Operating Co. 3009, LLC, each represent
that their sales attributable to the Village of Buffalo Grove meet the requirements of 86 lll. Admin.
Reg. 270.115 as such sales have at least three primary sales tax sourcing factors located in the
Village. Such factors include: (1) with reeard to the Hines dMsion of uS tBM Operating Co.3m9, Ll-C onv,
the location of Hines' operating division headquarters is now located at 2150 E Lake Cook Rd.,
Buffalo Grove, lL 60089 (and not headquarters of US LBM Operating Co. 3009, LLC or US LBM
Operating Co. 2009, LLC or parent of any legal entity within the US LBM legal structure; (2) the
location where payment is tendered and received or from which invoices are issued with respect
to sales sourced to Buffalo Grove; (3) the location where action is taken to bind themselves to
the sale by order acceptance of purchase orders with respect to sales sourced to Buffalo Grove;
1
and/or, (4) the location of sales personnel exercising discretion and authority to solicit customers
on behalf of a seller and to bind the seller to the sale with respect to sales sourced to Buffalo
Grove.
Allother provisions of the Agreement, not amended herein remain in full force and
effect.
The Recitals on page 1 of this Agreement are incorporated into and made a part of
this Agreement.
[SIGNAIURES APPEAR ON THE NEXT PAGE]
ln Witness, hereof, the parties have executed this Assignment, Assumption
and Amendment No. 5 to Agreement as ofthe date first above written.
Village of Buffalo Grove
Attest:
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US LBM Operating Co. 3009, LLC & US LBM
Operating Co. 2009, LLC
Attest:
Title: Senior Paralegat
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US LBM Operating Co. 3009, LLC dlbla
Hines Lumber Co., a Delaware Corporation
and US LBM Operating Co. 2009, LLC d/b/a
Lumber Specialties, a Delaware Limited
Liability Company
Attest
Title Senior Parategat
Vice President - Tax