STATE OF ILLINOIS ) )SS COUNTY OF COOK ) CLERK'S CERTIFICATE I, Jane M. Quinlan, Clerk of the Village of Oak Lawn, in the County of Cook and State of Illinois, do hereby certify that attached hereto is a true and correct copy of AN ORDINANCE APPROVING AN AMENDED BUSINESS DEVELOPMENT AGREEMENT BETWEEN THE VILLAGE AND WEBB CHEVROLET, INC. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the said Village of Oak Lawn this 30 th day of April, 2013. 7\NE M. QUINLAN, CMC VILLAGE CLERK
Transcript
STATE OF ILLINOIS ) )SS
COUNTY OF COOK )
CLERK'S CERTIFICATE
I, Jane M. Quinlan, Clerk of the Village of Oak Lawn, in the County of Cook and State of Illinois, do
hereby certify that attached hereto is a true and correct copy of
AN ORDINANCE APPROVING AN AMENDED BUSINESS DEVELOPMENT AGREEMENT
BETWEEN THE VILLAGE AND WEBB CHEVROLET, INC.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the said Village of
Oak Lawn this 30th day of April, 2013.
7\NE M. QUINLAN, CMC VILLAGE CLERK
THE VILLAGE OF OAK LAWN Cook County, Illinois
ORDINANCE NO. 12-27-86
AN ORDINANCE APPROVING AN AMENDED BUSINESS DEVELOPMENT AGREEMENT BETWEEN THE VILLAGE AND WEBB CHEVROLET, INC.
DAVE HEILMANN, President JANE QUINLAN, Village Clerk
CYNTHIA TRAUTSCH ALEX G. OLEJNICZAK
ROBERT J. STREIT THOMAS M. DUHIG CAROL R. QUINLAN THOMAS E. PHELAN
Board of Trustees
Published in pamphlet fonn by authority of the President and Board of Trustees of the Village of Oak Lawn
Peterson, Johnson, and Murray Chicago, LLC., Village Attorneys 233 S. Wacker Dr., 84th Floor, Chicago, IL 60606
VILLAGE OF OAK LAWN Cook County, Illinois
ORDINANCE NO.l2=27-86
AN ORDINANCE APPROVING AN AMENDED BUSINESS DEVELOPMENT AGREEMENT BETWEEN THE VILLAGE AND WEBB CHEVROLET, INC.
WHEREAS, Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois provides that any municipality which has a population of more than 25,000 is a home rule unit, and the Village of Oak Lawn, Cook County, Illinois, with a population in excess of 25,000 is, therefore, a home rule unit and, pursuant to the provisions of said Section 6(a) of Article VII, may exercise any power and perform any function pertaining to its government and affairs, including, but not limited to, the power to tax and to incur debt; and
WHEREAS, on May 24, 2011, the President and Board of Trustees of the Village of Oak Lawn approved a Business Development Agreement (BDA) between the Village of Oak Lawn and Webb Chevrolet, Inc.(Webb); and
WHEREAS, since the date of that approval Webb has expended significant monies in redeveloping, modifying, and improving buildings upon the Its Property; and
WHEREAS, under the original BDA Webb was to complete its redevelopment by December 31, 2011 and the aggregate amount of the Economic Incentive shall be the Actual Construction Costs for the Development but not to exceed Two Million Five Hundred Thousand and 001100 Dollars ($2,500,000.00); and
WHEREAS, the Village and Webb wish to enter the Amended Business Development Agreement attached hereto as Exhibit 1 (Amended BDA) to extend the completion date of the redevelopment to December 31, 2012 and increase the aggregate amount of the Economic Incentive to reflect the Actual Construction Costs for the Development but not to exceed Four Million and 0011 00 Dollars ($4,000,000.00); and
WHEREAS, it is anticipated that the Development of the Dealership Property and the operation of the Dealership upon the Dealership Property will generate increased real estate tax revenues and sales tax revenues for Oak Lawn.
WHEREAS, it is anticipated that the Development and operation of the Dealership will increase employment opportunities for Oak Lawn residents and Webb will make reasonable efforts to notify Oak Lawn residents of such employment opportunities.
WHEREAS, it is anticipated that the Development would not be economically feasible for Webb without Oak Lawn's economic assistance provided for by this Agreement.
WHEREAS, it has been determined by the President and Board of Trustees of the Village of Oak Lawn that it is in the best interests of the Village and its residents to enter into the Amended BDA attached hereto as Exhibit 1; and
NOW, THEREFORE, BE IT ORDAINED BY THE VILLAGE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK LAWN, COOK COUNTY, ILLINOIS, IN THE EXERCISE OF ITS HOME RULE POWERS, AS FOLLOWS:
SECTION 1: The foregoing recital recitals shall be and are hereby incorporated as findings of fact as if said recitals were fully set forth herein.
SECTION 2: Subject to review and revision as to form by the Village Attorney, the Village President and/or the Village Manager are hereby authorized to execute the Amended BDA attached hereto as Exhibit 1 between the Village of Oak: Lawn and Webb Chevrolet, Inc.
SECTION 3: Any policy, resolution or ordinance of the Village that conflicts with the provisions of this ordinance shall be and is hereby repealed to the extent of such conflict.
SECTION 4: This Ordinance shall be in full force and effect from and after its passage and approval in the manner provided by law.
APPROVED THIS ----=1:..::.1 __ day of DECEMBER ,2012
ATTEST:
STATE OF ILLINOIS
COUNTY OF COOK
) ) )
SS.
CERTIFICATE
I, JANE QUINLAN, Village Clerk of the Village of Oak Lawn, County of Cook and State of
Illinois, DO HEREBY CERTIFY that the foregoing is a true and correct copy of Ordinance No.
12-27-86 "AN ORDINANCE APPROVING AN AMENDED BUSINESS
DEVELOPMENT AGREEMENT BETWEEN THE VILLAGE AND WEBB CHEVROLET,
INC.," which was adopted by the President and Board of Trustees of the Village of Oak Lawn on
_D_EC_E_MB_E_R_l~I _ __ , 2012
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of
the Village of Oak Lawn this 11 day of.....::D:..::E..::.C=EM..:..:B=Ec:....:.R ____ , 2012
AMENDED BUSINESS DEVELOPMENT AGREEMENT
This Amended Business Development Agreement (the "Agreement") is made and entered into as of the 11 day of DECEMBER , 2012, by the Village of Oak Lawn, Cook County Illinois, an Illinois municipal corporation duly organized and existing under the laws of the State of Illinois ("Oak Lawn") and Webb Chevrolet, Inc., an Illinois Corporation with offices located at 9440 S. Cicero Ave., Oak Lawn, Illinois ("Webb").
WITNESSETH
Whereas, Webb currently operates a Chevrolet franchise ("Dealership") at 9440 S. Cicero Ave., Oak Lawn, Illinois, 60453 ("Dealership Property"). The Dealership Property is located within the corporate limits of the Village of Oak Lawn, Illinois and is legally described in Exhibit A, attached hereto and incorporated by reference.
Whereas, in order to for Webb to maintain the Dealership, General Motors LLC ("GM") has required Webb to make extensive renovations to the Dealership Property.
Whereas, Chicago Title Land Trust Company, as trustee of Trust Number 803249529 is the record owner of the Dealership Property ("CT&C").
Whereas, CT&C and Webb have entered a lease agreement dated May 1,2011, pursuant to which CT&C leased the Dealership Property to Webb ("Lease").
Whereas, Webb wishes to continue to operate the Dealership at the Dealership Property and to perform the renovation.
Whereas, Webb will operate the Dealership at the Dealership Property and operate the new and used motor vehicle dealership on the Dealership Property during the entire term ofthis Agreement.
Whereas, Webb will construct, develop, redevelop, modify and improve the buildings upon the Dealership Property. Such work will include: Remodeling exterior fascia and fa9ade, new curbing, new signage, paving, gates and video surveillance to secure premises; Revamping entire customer and employee spaces - new showroom, offices, customer lounge, bathrooms, service drive, kids play room, delivery area, updated break rooms; Fire sprinkler system, new exhaust system, new electrical wiring for data, voice, alarm, intercom; Finishing requirements per Chevrolet - furniture and fixtures, painting exterior and interior, wall paper and other customer marketing elements; Upgrade in service facilities - updating floors, alignment rack and car wash; Addition of parts retail sales counter and improved parts counter; and increased storage and organization for parts and service department essential tools.
Whereas, the Development ("Development") and as such, will incur significant construction costs, signage costs, equipment, fixture and special tool costs, lease costs and other capital expenditures.
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Whereas, Webb is paying for the Development.
Whereas, pursuant to the terms of the Lease, CT &T has authorized, approved and consented to the Development.
Whereas, Oak Lawn has determined that it is essential to the economic and social welfare of Oak Lawn that Oak Lawn promote the economic vitality of the community by assuring opportunities for development and sound and stable commercial growth within the corporate limits of Oak Lawn.
Whereas, Oak Lawn is entering this Agreement pursuant to its home rule powers and its determination that the Development contemplated by this Agreement will enhance the Oak Lawn tax base.
Whereas, Oak Lawn desires to have Webb perform the Development and operate the Dealership on the Dealership Property for the entire term of this Agreement, and which will help improve the social and economic welfare of Oak Lawn, and finds that the Development contemplated by the Agreement will enhance the Oak Lawn tax base to the benefit of Oak Lawn and other governmental entities and that the powers exercised hereunder are in furtherance of a public use and essential to the public interest.
Whereas, it is anticipated that the Development of the Dealership Property and the operation of the Dealership upon the Dealership Property will generate increased real estate tax revenues and sales tax revenues for Oak Lawn.
Whereas, it is anticipated that the Development and operation of the Dealership will increase employment opportunities for Oak Lawn residents and Webb will make reasonable efforts to notify Oak Lawn residents of such employment opportunities.
Whereas, it is anticipated that the Development would not be economically feasible for Webb without Oak Lawn's economic assistance provided for by this Agreement.
Whereas, in order to make it economically feasible for Webb to operate the Dealership and to perform the Development, Oak Lawn has agreed to pay Webb for a portion of the on-site and off-site Development costs through the use of an economic incentive based on taxable sales and the Sales Tax Revenue generated from said taxable sales by Webb for the Dealership.
Whereas, the term "Sales Tax Revenue", as used in this Agreement, shall mean that portion or component of the taxes imposed and collected by the State of Illinois pursuant to the Retailer's Occupation Tax Act, the Service Use Tax Act, the Service Occupation Tax Act and the Use Tax Act (including without limitation a vehicle lease tax that is substituted for a portion or all of the foregoing), generated by Webb through operation of the Dealership on all or any portion of the Dealership Property, that Oak Lawn actually receives from the State of Illinois. The term "Sales Tax Revenue" specifically excludes, however, any portion or component of the
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taxes imposed by Oak Lawn, pursuant to its home rule powers ("Home Rule Sales Tax Revenue").
Whereas, Webb has agreed to provide Oak Lawn with an annual accounting setting forth the amount of the Sales Tax Revenue, which the Dealership and Dealership Property generated and paid during each calendar year of this Agreement. Oak Lawn agrees, upon verification of the amount and receipt of the same, which is collected by the State of Illinois as Sales Tax Revenue, to remit to Webb the amount required by the formulas contained herein.
Whereas, Oak Lawn finds the powers exercised hereunder to be in furtherance of a public use and essential to the public interest.
Whereas, Webb will operate the Dealership from the Dealership Property during the Development to the Dealership Property. Webb plans on completing the Development to the Dealership Property by December 31, 2012.
Whereas, the President and the Board of Trustees have determined that entering into this Agreement is in the best interest of Oak Lawn.
Now Therefore, in consideration of the foregoing and the promises, covenants and agreements contained herein, and other valuable consideration the receipt and sufficiency of which is hereby acknowledged by the parties, Oak Lawn and Webb agree as follows:
1. Recitals: The above whereas paragraphs and recitals are hereby incorporated by reference, as if set forth within this Paragraph 1.
2. Parties to the Agreement: This Agreement is made by and between Oak Lawn and Webb. In the event that Webb ceases to operate any of the Dealership at any time during the term of this Agreement, or there is a change in ownership of Webb, or Webb shall file for bankruptcy, or Webb shall do an assignment for the benefit of creditors, Oak Lawn shall have no further obligations under this Agreement unless there shall be a permitted assignment as hereinafter provided.
3. Authority: Oak Lawn has entered into this Agreement pursuant to its home rule powers.
4. Assignment: Neither of the parties to this Agreement may transfer, exchange, sell, assign, hypothecate or convey (hereinafter collectively referred to as "transfer") any of their respective interests under this Agreement to any third party without the prior, written authorization of the other party, which such authorization shall be in such party's sole and absolute discretion.
5. Responsibilities of Webb: Webb shall complete the Development in accordance with all federal, state and local laws, ordinances, codes, rules and regulations. Webb shall commence the Development on or before May 1, 2011 and diligently pursue the Development such that it is substantially completed by December 31, 2012. Webb shall maintain the
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Dealership Property in a first class condition in compliance with all federal, state and local laws, ordinances, codes, rules and regulations and shall operate the Dealership and shall engage in new and used motor vehicle sales and service, including, without limitation, the sale and service of new and used Chevrolet vehicles, during the entire term of this Agreement. ALL DEVELOPMENT PLANS SHALL BE ACCOMPANIED BY PLANS FOR LANDSCAPING IMPROVEMENTS, SIGNAGE IMPROVEMENTS AND MAINTENANCE. ALL SUCH PLANS ARE TO BE SUBMITTED FOR REVIEW AND APPROVAL BY THE OAK LAWN ARCHITECTURAL AND DESIGN BOARD. SUCH APPROVAL TO BE IN OAK LAWN'S SOLE DISCRETION.
6. Limitation of Oak Lawn Responsibilities: Other than the Economic Incentives made pursuant to this Agreement, Oak Lawn shall have no obligation to incur any expense associated with the Development of the Dealership Property.
7. Economic Incentives: Subject to the conditions set forth in this Agreement, Webb shall be entitled to an economic incentive in the form of a Sales Tax Rebate from Oak Lawn as calculated below. The aggregate amount of the Economic Incentive under this Agreement shall be the Actual Construction Costs for the Development but not to exceed Four Million and 00/100 Dollars ($4,000,000.00). Webb shall provide the Village certified final costs, invoices, receipts and other documentation as requested by the Village, evidencing the Actual Construction Costs of the Development on or before December 31, 2012. A summary of the Actual Construction Costs of the Development as of June 25, 2012 is attached hereto as Exhibit D.
Actual Construction Costs for the Development means all costs incurred in the performance of the work necessary for completion of the Development and shall include the following items: wages paid for labor for the performance of the work, cost of contributions, assessments or taxes incurred during the performance of the work for such items as unemployment compensation and social security, insofar as such cost is based on wages, salaries, or other remuneration paid to employees of the contractors, cost of all materials, supplies and equipment incorporated in the work, including costs of transportation thereof, or suitably stored at the Dealership Property, or at such other location agreed upon in writing by the parties, payments made to subcontractors for work performed pursuant to subcontracts for the Development, cost, including transportation and maintenance, of all materials, supplies, equipment, temporary facilities and hand tools not owned by the workers, which are consumed in their performance of the work, third party rental charges of all necessary machinery and equipment, exclusive of hand tools, used at the site of the work, including installation, minor repairs and replacements, dismantling, removal, transportation and delivery costs thereof, at rental charges consistent with those prevailing in the area, cost of premiums for all bonds and insurance required by the construction contract documents to be purchased and maintained, permit fees up to $60,000, cost of removal of all debris from the Development, costs incurred due to an emergency affecting the safety of persons and property at the Development which are related to the work, cost of all services provided by consulting engineers and architects which are related to the work, all expenses incurred for protection of adjoining property and repairs and damages thereto. Costs associated with requirements set forth by Chevrolet and General Motors for facility design including furniture and fixtures and equipment upgrades. Actual
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Construction Costs for the Development shall not include costs due to the negligence of the contractor, any subcontractor, or anyone directly or indirectly employed by any of them, or for whose acts any of them may be liable, including but not limited to the correction of defective or nonconforming work, disposal of materials and equipment wrongly supplied, or making good any damage, to the extent caused by the contractor or any of its subcontractors or materialmen or their respective employees or agents, to property on the Dealership Property or to any adjoining property.
A. Annual Periods: The Annual Period shall be January 1, and ending December 31, (hereinafter "Annual Period"). For each Annual Period, Oak Lawn shall allocate one hundred percent (100%) of the Sales Tax Revenue that is collected by Webb for the Dealership as a result of business transactions occurring within the corporate limits of Oak Lawn, and which is received, either directly or indirectly, by Oak Lawn, as follows:
i. Base Amount: The Base Amount for each Annual Period shall be the lower of Two Hundred and Fifty Thousand Dollars and 00/100 ($250,000.00) and the total Sales Tax Revenue that is collected by Webb for the Dealership Property and Dealership as a result of business transactions occurring within the corporate limits of Oak Lawn, and which is received, either directly or indirectly, by Oak Lawn for the three calendar years from 2007 to 2009 and as certified by the State of Illinois (the "Base Amount") which was calculated as $204,666.39 as indicated on Exhibit C. Oak Lawn shall retain the Base Amount.
ii. Webb's Amount: Oak Lawn shall pay 50% of the Sales Tax Revenue that is in excess of the Base Amount to Webb.
lll. Oak Lawn's Additional Amounts: Oak Lawn shall retain the balance of the Sales Tax Revenue.
Webb shall not receive or be entitled to any portion of the Sales Tax Revenue until Oak Lawn has received the Base Amount for the Annual Period.
8. Conditions Precedent to Economic Incentives: The parties recognize the following conditions precedent to the payment of any Economic Incentive to Webb.
A. Webb shall provide a copy of the executed Chevrolet Franchise Agreement.
B. Webb shall provide certification from GM stating that the Chevrolet franchise agreement is in full force and effect and have not been modified and that Webb has the right to operate the Dealership at the Dealership Property for the duration of the Agreement.
c. Webb shall provide a certified copy of the deed showing that Webb owns the Dealership Property.
D. Webb shall provide a copy of the Lease and a written acknowledgment from CT&T consenting to the Development.
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Should Webb fail to fulfill any of these conditions precedent on or before December 31, 2012, then Oak Lawn may terminate this Agreement.
9. Business Termination: Should Webb cease operating any of the Dealership, or cease new and used auto dealership operations at the Dealership Property, or the ownership of Webb should change, or Webb should file for bankruptcy, or Webb should do an assignment for the benefit of creditors, at any time during the term of this Agreement, then Oak Lawn shall be released and discharged from any further obligation to make payments under this Agreement and Oak Lawn may terminate this Agreement.
10. Term of the Agreement: The first Quarterly Period shall commence January 1, 2012 and this Agreement shall expire on the earlier of when Oak Lawn has paid Webb the actual construction costs for the Development, but not to exceed Four Million and 0011 00 Dollars ($4,000,000.00) in total, or on December 31,2023.
11. Changed Conditions: If Oak Lawn no longer receives Sales Tax Revenue from the Dealership due to a law change by the State of Illinois, then Oak Lawn shall make payments to Webb from any alternate sources of revenue provided to the Village by the State of Illinois specifically as a replacement or substitute for Sales Tax Revenue presently received by Oak Lawn (the "Alternate Source Revenue"), and in that event, the payment to Webb shall be calculated as if Oak Lawn were continuing to receive the Sales Tax Revenue at a rate equal to the sales tax rate applicable to Oak Lawn's share of the State of Illinois sales tax immediately prior to the elimination of Webb's Sales Tax Revenues, multiplied by the gross sales that would have been subject to State of Illinois Sales Tax. The amount to be tendered to Webb from any Alternate Source Revenues shall be subject to a proportionate reduction in the event that the Alternate Source Revenues do not constitute, or are not intended to constitute, a one hundred percent (100%), dollar for dollar, replacement ofthe Sales Tax Revenue previously received by Oak Lawn. Notwithstanding the foregoing, the payment to Webb from Alternate Source Revenues is contingent upon the ability of Oak Lawn to obtain, and confirm accurate, gross sales by Webb that would have been subject to State of Illinois Sales Tax in the same form that such information would have been furnished to the Illinois Department of Revenue.
12. Reports: Sales Tax: Within sixty (60) days after the end of each Quarterly Period, Webb shall provide Oak Lawn with a statement, accompanied by a summary of the Gross Receipts for such Annual Period, in a form reasonably acceptable to Oak Lawn, signed by one of its officers, which shall set forth the dollar amount of Sales Taxes paid to the State of Illinois for the benefit of Oak Lawn During the previous Quarterly Period. The term "Gross Receipts," as used herein, shall have the same meaning as that which is ascribed to it in the Retailer's Occupation Tax Act. Webb shall maintain and have available for inspection by Oak Lawn copies of any and all sales tax returns, sales tax reports, amendments, proof of payment or any other Sales Tax information filed with the State of Illinois or other appropriate governmental entity and official confirmation from the Illinois Department of Revenue, Local Tax Allocation Division, of the amount of local sales tax generated for each such Annual Period, which documents are being held available for Oak Lawn for purposes of identifying Sales Tax Revenue collected pursuant to this Agreement. Oak Lawn shall use its best efforts to obtain such Sales Tax information directly from the Illinois Department of Revenue or the State
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of Illinois to verify such Sales Tax information pursuant to the filing of an Authorization to Release Sales Tax Information to Local Governments signed and executed by Webb and the Village.
13. Confidentiality of Financial Information: To the extent permitted by law, Oak Lawn shall endeavor to maintain the confidentiality of the information contained in any financial reports submitted by Webb or Sales Tax information received by Oak Lawn, but shall be permitted to disclose such information and documents to employees, attorneys and consultants as Oak Lawn (except for any consultant that has a financial interest in any motor vehicle dealership within the Chicago metropolitan Area, which consultant shall not be retained), in its sole discretion, deems appropriate in order to monitor compliance and audit this Agreement. Webb understands and agrees that the provisions of this Agreement shall be a matter of public record, as shall any and all payments to Webb pursuant to this Agreement. Webb also agrees, upon the request of Oak Lawn, to furnish such consents, powers of attorney or waivers as may be required by the Illinois Department of Revenue to allow the Illinois Department of Revenue to furnish to Oak Lawn sales tax information concerning the Dealership and Dealership Property. A sample consent form is attached hereto as Exhibit B and made a part hereof.
14. Limitations of Liability: No recourse under or upon any obligation, covenant or agreement of this Agreement or for any claim based thereon or otherwise in respect thereof shall be had against Oak Lawn, its officers, agents and employees, in any amount in excess of any specific sum agreed by Oak Lawn to be paid to Webb under this Agreement. Subject to the terms and conditions herein, no liability, right or claim at law or in equity shall attach to, or shall be incurred by Oak Lawn, its officers, agents and employees in excess of such amounts, and all and any such rights or claims of Webb against Oak Lawn, its officers, agents and employees are hereby expressly waived and released as a condition of and as consideration for the execution of this Agreement by Oak Lawn.
15. Mutual Assistance: Oak Lawn and Webb agree to do all things necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out the terms hereof.
16. Provisions Concerning Limitation on Debt: The receipt of Sales Tax Revenue, either directly or indirectly, from Webb, as provided earlier in this Agreement, shall be a condition precedent to any obligation of Oak Lawn to pay monies to Webb and, as such, no debt from Oak Lawn to Webb shall exist unless Oak Lawn has first received, either directly or indirectly, Sales Tax Revenue in excess of the sum payable under this Agreement.
17. Governing Law, Waiver and Notices: This Agreement shall be governed by the laws of the County of Cook, the State of Illinois, and the sole and exclusive venue for any disputes arising out of this Agreement shall be the Circuit Court of Cook County, State of Illinois. A waiver of any part of this Agreement shall be limited to that specific event and shall not be a waiver of the entire Agreement. Any notices required in this Agreement shall be effective when in writing and three (3) days after mailing by certified mail, return receipt
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requested, or by delivering the same in person or to an officer of such party or by prepaid telegram or private overnight courier, when appropriate, addressed to the party to be notified.
All notices to Oak Lawn shall be sent to:
Village Manager Village of Oak Lawn 9446 South Raymond Avenue Oak Lawn, IL 60453
with a copy to:
Patrick Connelly Peterson, Johnson & Murray 8400 Sears Tower 233 South Wacker Drive Chicago, IL 60606
All notices to Webb shall be sent to:
Kelly Webb Roberts Webb Chevrolet, Inc. 9440 South Cicero Avenue Oak Lawn, IL 60453
or to such other address as a party may designate for itself by notice given from time to time to the other parties in the manner provided herein.
18. Time is of the Essence: Time is of the essence of this Agreement. The parties shall make every reasonable effort to expedite the subject matters hereof, and they hereby acknowledge that the successful performance of this Agreement requires their continued cooperation.
19. Remedies: In the event of a breach of any of the terms and conditions of this Agreement, the non-breaching party shall have the right to terminate this Agreement. In addition, the non-breaching party shall have the right, by any action or proceeding at law or in equity, to secure the specific performance of the covenants and agreements herein contained, may be awarded damages for failure of performance, or both. The foregoing rights and remedies shall be cumulative and not exclusive.
20. Destruction of Development: In the event that the Development on the Dealership Property shall be destroyed prior to the termination of this Agreement through no fault of Webb, its employees or agents, then the obligation of Oak Lawn to provide the Economic Incentives contained herein shall be extended for a period of time equal to the lesser of the following:
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A. The interval commencing on the date of the destruction of the Development and ending on the date a new certificate of occupancy for the rebuilt improvements is issued; or
B. Twelve (12) months.
21. Other Mutual Covenants: The parties agree to the following other mutual covenants:
A. Entire Agreement: This instrument contains the entire agreement between the parties with respect to the transaction contemplated in this Agreement.
B. Severability: If any provision of this Agreement is held invalid by a court of competent jurisdiction, after exhaustion of all appeals or periods for such, or in the event such a court shall determine that Oak Lawn does not have the power to perform any such provision, after exhaustion of all appeals or periods for such, such provision shall be deemed to be excised herefrom, and the invalidity thereof shall not affect any of the other provisions contained herein, and such judgment or decree shall relieve Oak Lawn from performance under such invalid provision of this Agreement; provided, however, if the judgment or decree relieves Oak Lawn of any of its monetary obligations under Section 7 of the Agreement, then this Agreement shall terminate.
C. Amendment: This Agreement may only be amended, altered or revoked, in whole or in part, by a written instrument setting forth such changes signed by all of the parties to this Agreement.
D. Binding On: This Agreement shall be binding upon the parties, and their respective successors, assigns, heirs and legal representatives, subject, however, to the Provisions of Section 4 hereof with respect to assignment.
E. Section and other Headings: Section or other headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation ofthis Agreement.
F. Permits and Approvals: Oak Lawn has sole discretion with regard to all approvals and permits including, but not limited to, approval of the final development plan, demolition and excavation permits, grading permits, building permits and occupancy permits, and failure on the part of Oak Lawn to grant any required approval or issue any required permit shall not be deemed as the cause of default under this Agreement, or give rise to any claim against or liability to Oak Lawn pursuant to this Agreement.
G. Authorization to Execute: The officers of Webb who have executed this Agreement warrant that they respectively have been lawfully authorized by the Board of Directors of Webb to execute this Agreement on its behalf. The President and Clerk of Oak Lawn hereby warrant that they have been lawfully authorized by the Village Board of Oak Lawn to execute this Agreement. Webb and Oak Lawn shall deliver, upon request, to each other
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at the respective time such entities cause their authorized agents to affix their signatures hereto, copies of all articles of incorporation, by-laws, resolutions, ordinances or other documents required to legally evidence the authority to so execute this Agreement on behalf of the respective parties.
H. Defaults: Failure on the part of Webb or Oak Lawn to comply with any term, representation, warranty, provision or condition of this Agreement after written notice thereof from the other party and failure to cure within fifteen (15) days thereafter shall constitute an event of default. Upon an occurrence of an event of default by Webb or Oak Lawn, the nondefaulting party shall be relieved of any and all of its obligations arising pursuant to this Agreement, and such obligations shall be immediately cancelled and without force or effect, and the non-defaulting party may take whatever action at law or in equity to enforce the performance and observance of any obligation, understanding, covenant or agreement as aforesaid, including but not limited to, costs incurred by use of its employees, officers and attorneys.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written.
THE VILLAGE OF OAK LAWN
By: ~E HEILMANN Its: MAYOR
WEBB CHEVROLET, INC.
wJffi fUdh
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EXHIBIT A Legal Description of Dealership Property
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Ms. ________ _ Illinois Department of Revenue Local Tax Allocation Division 101 West Jefferson Street, 3-500 Springfield, Illinois 62794
EXHIBITB Sample Consent Form
RE: Consent to Disclosure Statement
_ ___ _____ :, an officer of Webb Chevrolet, Inc., located at 9440 S. Cicero Avenue, Oak Lawn, Illinois, authorizes the Illinois Department of Revenue to release to the Village Manager of the Village of Oak Lawn information regarding the local share of sales tax generated to the Village of Oak Lawn by Webb Chevrolet, Inc. This is to include all sales of vehicles and parts within the calendar years beginning and ending _ _ _______ . Reports are to be done annually for each calendar year and supplied to the Village officer set forth hereinabove by the fifteenth day after the close of each year.
By:
Its:
ATTEST: Its: -------
Document #: 1571215
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EXHIBIT C Calculation of Base Amount
Year ST-l Home Rule ST 556 Regular Sales Sales Tax Tax
