**ELECTRONICALLY FILED**

DOC ID: 25610574

CASE NO: 2021-MR-0000158
DATE: 12/14/2023 9:47 PM
BY: A H, DEPUTY

STATE OF ILLINOIS
IN THE CIRCUIT COURT OF THE 17TH JUDICIAL CIRCUIT
COUNTY OF WINNEBAGO
SPINNING SLOTS, INC. and KELLY R.
QUINBY,
Plaintiff, Special Action
vs. CASE NO. 2021-MR-158

THE CITY OF ROCKFORD, mayor THOMAS 2021-MR-164

MCNAMARA, councilman Dr. TIMOTHY J.
DURKEE (R), councilman JONATHAN
LOGEMANN, councilman CHAD TUNEBERG,
councilman KEVIN FROST, councilwoman
VENITA HERVEY, councilman NATAVIAS
ERVINS, councilwoman ANN THOMPSON-
KELLY, councilwoman KAREN HOFFMAN,
councilman BILL ROSE, councilman FRANKLIN
BEACH, councilman TUFFY QUINONEZ,
councilwoman JENNIFER HANLEY, and
councilwoman LINDA McNEELY
Defendant.

MOTION FOR JUDGMENT ON THE PLEADINGS AND/OR SUMMARY JUDGMENT

NOW COME, the plaintiffs’ SPINNING SLOTS, INC. and KELLY R. QUINBY,

and moves this court to enter a judgment on the pleadings (735 ILCS 5/2-615(e)),

preventing the City of Rockford from enforcing the provisions of its liquor code

requiring sales of alcohol and food to exceed video gaming revenues or to enter a

permanent injunction, or in the alternative to grant the plaintiffs partial summary

judgment upon the undisputed facts (735 ILCS 5/2-1005(d)) such that the facts so

specified shall be deemed established, and in support of said motion show the court

the following to-wit:

JUDGMENT ON THE PLEADINGS – STANDARD

1. “Pursuant to section 2-615(e) of the Code of Civil Procedure, ‘[a]ny party may

seasonably move for judgment on the pleadings.’ 735 ILCS 5/2-615(e) (West 2020).

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 A section 2-615(e) motion for judgment on the pleadings is like a motion for

summary judgment but is limited to the pleadings. State Building Venture v.

O'Donnell, 239 Ill.2d 151, 157 (2010). A judgment on the pleadings should be

granted when the pleadings show that there is no genuine issue of material fact

and that the moving party is entitled to judgment as a matter of law. M.A.K. v.

Rush-Presbyterian-St.-Luke's Medical Center, 198 Ill.2d 249, 255 (2001); Gillen v.

State Farm Mutual Automobile Insurance Co., 215 Ill.2d 381, 385 (2005). In ruling

upon such a motion, a trial court will consider only those facts that are apparent

from the face of the pleadings, matters subject to judicial notice, and judicial

admissions in the record. M.A.K., 198 Ill.2d at 255; Gillen, 215 Ill.2d at 385. All

well-pleaded facts and all reasonable inferences from those facts must be taken as

true. M.A.K., 198 Ill.2d at 255; Gillen, 215 Ill.2d at 385.” Ontiveroz v. Khokhar,

2023 IL App (3d) 220446, 3-22-0446 (Ill. App. Nov 16, 2023)

SUMMARY JUDGMENT – STANDARD

2. “A trial court's grant of summary judgment is proper when ‘the pleadings,

depositions, admissions, and affidavits on file establish that there is no genuine

issue of material fact and that the moving party is entitled to judgment as a matter

of law.’ Gillespie v. Edmier, 2020 IL 125262, ¶ 9 (citing 735 ILCS 1005(c) (West

2018)).” Koster v. Southbend, 2023 IL App (4th) 221121U, 4-22-1121 (Ill. App.

Oct 31, 2023)

REGULATORY FRAMEWORK

3. "Under the Gaming Act, the legislature has vested the Illinois Gaming Board

(Board) with the complete authority to supervise and manage video gaming in

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 Illinois, including the ability to adopt rules and regulations to administer the law."

Dotty's Cafe v. Ill. Gaming Bd., 2019 IL App (1st) 173207, 143 N.E.3d 173, 436

Ill.Dec. 678 (Ill. App. 2019) “The Board is charged with implementing the Video

Gaming Act (Act), which includes promulgat[ing] such rules and regulations as in

its judgment may be necessary to protect or enhance the credibility and integrity

of gambling operations authorized by [the] Act." 230 ILCS 10/5(b)(3) (West 2014);

230 ILCS 40/5, 80 (West 2016). It has jurisdiction over and is responsible for

supervising all gaming operations governed by the Act. 230 ILCS 40/78(a) (West

2014).” Swinney v. Ill. Gaming Bd., 2019 IL App (5th) 180268-U, NO. 5-18-0268

(Ill. App. May 09, 2019). The “rules are . . . meant to regulate contracts (use

agreements) affecting entities operating in and profiting from the video gaming

industry in Illinois. This regulatory framework concerning minimum requirements

of use agreements stems from the Gaming Board's authority to regulate the

“conditions under which all video gaming in the State shall be conducted.” 230

ILCS 40/78(a) (West 2012).” J & J Ventures Gaming, LLC v. Wild, Inc., 38

N.E.3d 194 (Ill. App. 2015)

4. The City of Rockford has promulgated extensive regulation affecting and licensing

video gaming including interference with “use agreements” setting forth income

restriction formula requiring the plaintiff to reduce its gaming income so as not to

exceed its sales of alcohol and food. These “use agreements” must be approved by

the Illinois Gaming Board (IGB) and are within their exclusive purview of

regulation. As part of its regulatory scheme involving video gaming the City of

Rockford enacted an entire section of its Liquor Code setting forth definitions,

regulations of video gaming terminals (VGTs) many of which differ from the Illinois

Video Gaming Act and the regulations promulgated thereunder. The City of

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 Rockford Code provides a specific VGT license limiting the number of terminals

allowed to any “licensed establishment” restricting the rate at which the number of

new machines may be added and requiring a showing of the “net daily hold” none

of which is consistent with the Gaming Act. In addition to being a valid “licensed

establishment” by the IGB and State of Illinois in order to have video gaming in

Rockford a business must obtain “a valid liquor license, authorizing video gaming

(VGT license) issued by the City of Rockford”. The Ordinance go on to declare that

“[t]here shall be no more than 600 video gaming terminal stickers in the city in

force at any one time” (Rockford Code of Ordinances RCO §3-142(f)). The Code

goes on to declare that the liquor commissioner is to determine if “licensed

establishment has violated any of the provisions of the Illinois Video Gaming Act

and the rules and regulations implemented thereto” (RCO §3-147(a)) and provides

that the “[t]he city shall be entitled to impose fines” (RCO §3-147(i)) for any such

violation. The ordinances do not limit their scope to merely liquor licenses but

purport to regulate both “licensed distributors” and “terminal operators” thus,

undisputedly demonstrating the Cities resolve to fully regulate video gaming.

UNDISPUTED FACTS

5. Attached hereto and marked as Exhibit “A” is a true and accurate copy of the

plaintiff’s Amended Complaint. Attached hereto and marked as Exhibit “A.1” is

plaintiff’s third Amended Complaint which added count V for mandamus all other

portions of the complaint having remained the same.

6. Attached hereto and marked as Exhibit “B” is a true and accurate copy of the

defendants’ Answer to the Amended Complaint. The defendants have not

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 answered the Plaintiffs’ Third Amended Complaint which added Count V for

mandamus.

7. More than thirty (30) days have expired since the court denied the defendants’

motion to dismiss the Plaintiffs’ Third Amended Complaint which added Count V.

The defendants’ are in default upon the Plaintiffs’ Third Amended Complaint 735

ILCS §2-1301.

8. The defendants in their prior answer to the amended complaint admitted the

following facts:

a. The City of Rockford refused to renew the liquor license of the plaintiffs

because the plaintiff’s share of the gaming revenues exceed sales of liquor, food

and tavern merchandise. (Defendants’ Answer Count I ¶3)

b. The defendant CITY OF ROCKFORD is a non-home rule Illinois municipality

(Defendants’ Answer Count I ¶28)

c. The plaintiff KELLY R. QUINBY is a woman and is the sole shareholder of the

plaintiff SPINNING SLOTS, INC. (Defendants’ Answer Count I ¶28)

d. The plaintiff SPINNING SLOTS, INC. is an Illinois minority owned (as defined

in 30 ILCS 575/0.01 et seq.) domestic corporation. (Defendants’ Answer Count

I ¶6)

e. The defendant THOMAS MCNAMARA is the Mayor of the City of Rockford

Illinois. (Defendants’ Answer Count I ¶11)

a. In his capacity as Mayor THOMAS MCNAMARA also serves as the liquor

commissioner for the City of Rockford. (Defendants’ Answer Count I ¶12)

b. The defendants TIMOTHY J. DURKEE, JONATHAN LOGEMANN, CHAD

TUNEBERG, KEVIN FROST, VENITA HERVEY, NATAVIAS ERVINS, ANN

THOMPSON-KELLY, KAREN HOFFMAN, BILL ROSE, FRANKLIN BEACH,

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 TUFFY QUINONEZ, JENNIFER HANLEY, and LINDA McNEELY are all

members of the City Council of the CITY OF ROCKFORD. (Defendants’ Answer

Count I ¶13)

c. The plaintiff KELLY R. QUINBY is the sole shareholder of the stock in the

plaintiff SPINNING SLOTS, INC. (Defendants’ Answer Count I ¶14)

d. The sole business location of the plaintiff SPINNING SLOTS, INC. is 1625

Sandy Hollow Rd, Rockford, IL 61109. (Defendants’ Answer Count I ¶15)

e. The business location consists of “video gaming terminal(s)” (as defined in the

Illinois Gaming Act 230 ILCS 40/1 et seq) a bar, with food service. (Defendants’

Answer Count I ¶16)

f. The plaintiff SPINNING SLOTS, INC. holds a license from the Illinois Gaming

Board (IGB) as a "Licensed establishment" as defined in the Illinois Gaming Act

230 ILCS 40/1 et seq. (Defendants’ Answer Count I ¶17)

g. Prairie State Gaming, LLC is a "Terminal operator" as defined in the Illinois

Gaming Act 230 ILCS 40/1 et seq. (Defendants’ Answer Count I ¶18)

h. The “terminal operator” is required to collect the revenues generated from the

play of video gaming terminals and deposit it into “a specially created, separate

bank account maintained by the video gaming terminal operator to allow for

electronic fund transfers of moneys for tax payment.” (Defendants’ Answer

Count I ¶20). See also Illinois Administrative Code Title 11, §1800.250(i).

i. The Illinois Video Gaming Act restricts “use agreements” involving video

gaming. (230 ILCS 40/30). (Defendants’ Answer Count I ¶21); see also Illinois

Administrative Code Title 11, §1800.320.

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j. The Illinois Administrative Code regulates “use agreements” between “licensed

establishments” and “licensed operators”. (11 Ill.Admin.Code §§1800.320,

1800.250(j), and 1800.270 (g)). (Defendants’ Answer Count I ¶24)

k. The Illinois Code of Regulations 11 Ill.Admin.Code §1800.110) contains the

following defendant[sic should be definition]:

"Use agreement": A contractual agreement between a licensed terminal

operator and a licensed video gaming location establishing terms and
conditions for placement and operation of video gaming terminals by the
licensed terminal operator within the premises of the licensed video
gaming location, and complying with all of the minimum standards for
use agreements contained in Section 1800.320. (Defendants’ Answer
Count I ¶25)

l. The Illinois Video Gaming Act places the revenues from the gaming terminals

outside the control of SPINNING SLOTS, INC which is only a “licensed

establishment” where the act requires “licensed operators” to place “Revenues

generated from the play of video gaming terminals . . . in a specially created,

separate bank account maintained by the video gaming terminal operator . . .”

(230 ILCS 40/60(c)) (Defendants’ Answer Count I ¶26)

m. The Illinois Video Gaming Act became effective July 13, 2009. (Defendants’

Answer Count I ¶29)

n. The Video Gaming Act gives the Gaming Board the authority to “decide

questions relating to the placement of video gaming terminals within licensed

establishments.” (Defendants’ Answer Count I ¶30)

o. The Video Gaming Act gives the Gaming Board the authority to “decide

questions relating to the placement of video gaming terminals within licensed

establishments.” J&J Ventures Gaming, LLC v. Wild, Inc., 2016 IL 119870

(Ill. 2016) ¶ 40. See also, City of Chi. v. City of Kankakee, 2017 IL App (1st)

153531, 87 N.E.3d 410 (Ill. App. 2017). (Defendants’ Answer Count I ¶31)

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p. The Illinois Gaming Board has established the following types of licenses for

the operation of video gaming (1) “licensed establishment” (licensed under the

Dram Shop Act or local liquor ordinances), (2) licensed truck stop

establishment, (3) licensed large truck stop establishment, (4) licensed fraternal

establishment, and (5) licensed veterans establishment. (Defendants’ Answer

Count I ¶33)

q. As of July 1, 2020 there is a 34% tax imposed by the Illinois Video Gaming Act

(VGA) which “shall be collected by the Board.” (IGB) (230 ILCS 40/60).

(Defendants’ Answer Count I ¶34)

r. The Illinois Video Gaming Act provides in part:

“Sec. 78. Authority of the Illinois Gaming Board.

(a) The Board shall have jurisdiction over and shall supervise all gaming
operations governed by this Act. The Board shall have all powers necessary and
proper to fully and effectively execute the provisions of this Act, including, but
not limited to, the following: . . .

(1) To investigate applicants and determine the eligibility of applicants

for licenses and to select among competing applicants the applicants
which best serve the interests of the citizens of Illinois.

(2) To have jurisdiction and supervision over all video gaming operations
in this State and all persons in establishments where video gaming
operations are conducted.

(3) To adopt rules for the purpose of administering the provisions of this
Act and to prescribe rules, regulations, and conditions under which all
video gaming in the State shall be conducted. Such rules and
regulations are to provide for the prevention of practices detrimental to
the public interest and for the best interests of video gaming, including
rules and regulations (i) regarding the inspection of such establishments
and the review of any permits or licenses necessary to operate an
establishment under any laws or regulations applicable to
establishments, (ii) to impose penalties for violations of this Act and its
rules, and (iii) establishing standards for advertising video gaming. . . .”
(Emphasis added) (Defendants’ Answer Count I ¶35)

s. The City of Rockford Illinois is a municipality with a population exceeding

9,000 based on the 2000 U.S. Census. (Defendants’ Answer Count I ¶36)

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t. The Illinois Video Gaming Act makes the possession of a valid liquor license a

precondition in most circumstances (230 ILCS 40/55) to being a “licensed

location” for video gaming terminals, creating limited exceptions none of which

apply to the plaintiff:

“Sec. 55. Precondition for licensed location. In all cases of application for
a licensed location, to operate a video gaming terminal, each licensed
establishment, licensed fraternal establishment, or licensed veterans
establishment shall possess a valid liquor license issued by the Illinois
Liquor Control Commission in effect at the time of application and at all
times thereafter during which a video gaming terminal is made available
to the public for play at that location. Video gaming terminals in a
licensed location shall be operated only during the same hours of
operation generally permitted to holders of a license under the Liquor
Control Act of 1934 within the unit of local government in which they
are located. A licensed truck stop establishment or licensed large truck
stop establishment that does not hold a liquor license may operate video
gaming terminals on a continuous basis. A licensed fraternal
establishment or licensed veterans establishment that does not hold a
liquor license may operate video gaming terminals if (i) the
establishment is located in a county with a population between 6,500
and 7,000, based on the 2000 U.S. Census, (ii) the county prohibits by
ordinance the sale of alcohol, and (iii) the establishment is in a portion of
the county where the sale of alcohol is prohibited. A licensed fraternal
establishment or licensed veterans establishment that does not hold a
liquor license may operate video gaming terminals if (i) the
establishment is located in a municipality within a county with a
population between 8,500 and 9,000 based on the 2000 U.S. Census
and (ii) the municipality or county prohibits or limits the sale of alcohol
by ordinance in a way that prohibits the establishment from selling
alcohol.” (Defendants’ Answer Count I ¶37)

u. Section 27 of the Act permits municipalities to “pass an ordinance prohibiting

video gaming within the corporate limits of the municipality”. (230 ILCS 40/27)

(Defendants’ Answer Count I ¶38)

v. Municipalities such as the defendant CITY OF ROCKFORD are entitled to a

share of the revenue generated by Video Gaming within their municipal limits.

(230 ILCS 40/75). (Defendants’ Answer Count I ¶39)

w. The Act was amended to further provide:

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 “Sec. 65. Fees. Except as provided in this Section, a non-home rule unit
of government may not impose any fee for the operation of a video
gaming terminal in excess of $25 per year. The City of Rockford may not
impose any fee for the operation of a video gaming terminal in excess of
$250 per year.” (Emphasis added 230 ILCS 40/65 Fees). (Illinois
Compiled Statutes (2019 Edition) effective date 1/1/2020) (Defendants’
Answer Count I ¶40) 1

x. There are no other exceptions allowing non-home rule governmental units to

regulate video gaming in the State of Illinois other than those identified above.

This exception was granted because of the case Accel Entm't Gaming, LLC v.

Vill. of Elmwood Park, 46 N.E.3d 1151 (Ill. App. 2015) where the courts found

that home rule governmental units could levy taxes upon video gaming

terminals. Rockford lacks that authority hence the amendment allowing

Rockford to impose a fee per terminal. (Defendants’ Answer Count I ¶41)

y. There are no other exceptions allowing non-home rule governmental units to

levy charges, licensing fees, or taxes upon video gaming in the State of Illinois

other than those identified above. (Defendants’ Answer Count I ¶42)

z. Sometime after the enactment of the Illinois Video Gaming Act the City of

Rockford changed its liquor code eliminating the WB LICENSE (WINE AND

BEER) and replacing it with a WB50. (Defendants’ Answer Count I ¶43)

aa. The WB license does not have any requirement limiting or connecting “video

gaming terminal receipts” (as defined in the Illinois Video Gaming Act) to dollar

volume sales of wine, beer, food or other “tavern” merchandise. (Defendants’

Answer Count I ¶44)

1
Section 65 of the Act was amended in 2020 removing a special dispensation for Rockford and now reads:
(230 ILCS 40/65)
Sec. 65. Fees. A non-home rule unit of government may not impose any fee for the operation of a video
gaming terminal in excess of $250 per year. The cost of any fee imposed under this Act by any home rule
unit of government or non-home rule unit of government shall be shared equally between the terminal
operator and the applicable licensed establishment, licensed veterans establishment, licensed truck stop
establishment, licensed large truck stop establishment, or licensed fraternal establishment under this Act.
(Source: P.A. 101-337, eff. 1-1-20; 102-689, eff. 12-17-21.)

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bb. The City of Rockford ordinances contain the restriction:

“. . . to establishments that derive at least 50 percent of total revenue

from the sale of food and alcohol sales. Total revenue includes food
sales, alcohol sales, general merchandise sales and the licensee's share
of the net terminal income from gaming” (Rockford Code §3-58(p), (q) &
“video gaming” (s)) (Defendants’ Answer Count I ¶49)

cc. The Illinois Administrative Code defines “net terminal income” as “Money put

into a video gaming terminal minus credits paid out to players.” (11

Ill.Admin.Code 1800.110). (Defendants’ Answer Count I ¶50)

dd. The City of Rockford 50% ordinances require video gaming “Licensed

Establishments” reduce the share of incomes it receives from the amount the

“terminal operator” recovers from the video gaming terminals or to sell more

alcoholic beverages and food than the “licensed establishment’s” share of the

“net terminal income” received. Thus the 50% ordinance scheme seeks to

regulate the “use agreements” between a “licensed establishment” and the

“terminal operator” which is the exclusive province of the Illinois Gaming

Board. (Defendants’ Answer Count I ¶51)

ee. At the Rockford City Council Regular meeting held on March 2, 2015

Alderperson Hervey stated (0:46:56) “There is legislation pending in the early

stages that I think can be helpful without this whole issue of gaming parlors

and video gaming and where and when and allowing more flexibility on the

parts of cities so that we don’t have to resort to some of these types of

measures . . .” City attorney Hayes referenced 99th General Assembly Illinois

HB0259 which was recently introduced. (Attached as Exhibit “B” to the

plaintiffs’ complaint Exhibit “A” bill as introduced, House amendment #1)

(0:47:57). Attorney Hayes said that the bill would address the density issue

related to video gaming that was discussed in and among the Aldermen. On

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 March 2, 2015 the Rockford City Council voted to refer the ordinance back to

committee. (Defendants’ Answer Count I ¶54)

ff. Shortly after the end of the general session of the 99th General Assembly when

HB0259 99GA was disposed of sine die the Rockford City Council took up the

proposed changes to the liquor licensing ordinance imposing an income

formula for new “licensed establishments” with “video gaming terminals”. On

Monday May 18, 2015 the Rockford City Council adopted ordinance 2015-102-

O (see Exhibit “C” pages 79-89 of 478 which is attached as part of the Plaintiff’s

Complaint which is Exhibit “A” hereto) amending §3-58 creating 50% income

limitation on video gaming revenues as compared to income derived from the

sale of alcohol and food. (Defendants’ Answer Count I ¶56)

gg. The minutes from the Monday May 18, 2015 after the Rockford City Council

meeting are attached hereto and marked as Exhibit “C” [which is attached as

part of the Plaintiff’s Complaint which is Exhibit “A” hereto]. (Defendants’

Answer Count I ¶57)

hh. The plaintiff brought an action for administrative review of the denial of

the liquor license modification from WB50 to WB for the business location

identified herein. (Defendants’ Answer Count III ¶62).

GOVERNMENTAL FACTS – Illinois Rule of Evidence 201

9. Attached hereto and marked as Exhibit “C” is the plaintiff’s State of Illinois Liquor

License.

10. Attached hereto and marked as Exhibit “D” is a true and accurate copy of the

Illinois Video Gaming Act.

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11. Attached hereto and marked as Exhibit “E” is a true and accurate copy of Title 11

Part 1800 et seq. - Illinois Video Gaming Regulations.

12. Attached hereto and marked as Exhibit “F” is a true and accurate copy of the

Rockford Code of Ordinances ARTICLE I. - ALCOHOLIC LIQUOR.

13. The City of Rockford Ordinance applicable to the plaintiff’s liquor license provides:

Sec. 3-58. - Classification; fee for each class. . . .

(o) A class WB50 license shall constitute a special and limited license authorizing the
retail sale of wine and beer for consumption on the premises of the licensee. A class
WB50 license may only be issued to establishments that derive at least 50 percent of
total revenue from the sale of food and alcohol sales. Total revenue includes food
sales, alcohol sales, general merchandise sales and the licensee's share of the net
terminal income from gaming. General merchandise is defined as consumer goods
typically sold in a restaurant and/or tavern. For purposes of this subsection, "food
sales" shall relate only to transactions involving food prepared on the premises of the
licensee in a room traditionally used by food service establishments in the
preparation of food. For purposes of this section "food" and "food service
establishment" shall have the meanings set forth in 77 Ill. Admin. Code 750.10. . . .

14. There is no section 77 Ill. Admin. Code 750.10. There is a 77 Illinois. Admin Code

750.100 however it does not provide a definition “food” or “food service

establishment”. The statutory definition as contained in the ordinance conflicts

with the definition elsewhere contained in the Illinois Compiled Statutes see 410

ILCS 10/2 (Choke-saving Methods Act). Thus, the only income comparison

gaming revenues to liquor and tavern merchandise.

15. The City of Rockford Liquor Code (Exhibit “F”) also seeks to redefine terms that are

contained in the Illinois Video Gaming Act and regulations promulgated

thereunder.

16. Although, the City contends that it is not regulating video gaming its Liquor

Ordinances (Exhibit “F”) provide the following extensive definitions in the portion

of the liquor code devoted to VGTs:

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 ARTICLE III. - VIDEO GAMING TERMINALS 2
Sec. 3-141. - Definitions.

Licensed establishment or licensed premises: Any establishment which holds a

valid city liquor license authorizing video gaming (VGT) with the ability to sell
liquor at retail for consumption on the licensed premises, and licensed by the
Illinois Gaming Board to operate a video gaming terminal on its premises.

Licensed truck stop establishment: A facility licensed under the Illinois Video
Gaming Act:
(1) That is at least a three-acre facility with a convenience store,
(2) With separate diesel islands for fueling commercial motor vehicles,
(3) That sells at retail more than 10,000 gallons of diesel or biodiesel fuel
per month, and
(4) With parking spaces for commercial motor vehicles as defined in
Section 18b-101 of the Illinois Vehicle Code.
The requirement of item (3) of this paragraph may be met by showing that
estimated future sales or past sales average at least 10,000 gallons per month.

Licensed large truck stop establishment: A facility located within three road
miles from a freeway interchange, as measured in accordance with the
Department of Transportation's rules regarding the criteria for the installation
of business signs:
(1) That is at least a three-acre facility with a convenience store;
(2) With separate diesel islands for fueling commercial motor vehicles;
(3) That sells at retail more than 50,000 gallons of diesel or biodiesel fuel
per month; and
(4) With parking spaces for commercial motor vehicles.
The requirement of item (3) of this definition may be met by showing that
estimated future sales or past sales average at least 50,000 gallons per month.

Licensed fraternal establishment: The location where a qualified fraternal

organization that derives its charter from national fraternal organization
regularly meets.

Video gaming terminal (VGT): Any electronic video game machine that, upon
insertion of cash, is available to play or simulate the play of a video game,
including, but not limited to, video poker, line up, and blackjack, utilizing a
video display and microprocessors in which the player may receive free games,
receipts or credits which can be redeemed for cash. The definition of "video
gaming terminal" does not include a machine that directly dispenses coins,
cash, or tokens or is for amusement purposes only.

Hold per day (HPD) per location: The average amount of money held after
payouts on a daily basis per location, divided by the number of VGTs at the
location. Formula: Net Terminal Income/365/# of VGTs.

2
Editor's note— Ord. No. 2020-251-O , adopted November 16, 2020, amended art. III in its entirety to read as
herein set out. Former art. III pertained to the same subject matter, and derived from Ord. No. 2020-14-O , adopted
January 21, 2020.

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 Net terminal income (NTI): The difference between the cash deposited into the
gaming machines and the winnings paid to players. (Emphasis added).

17. The Illinois Video Gaming Act (Exhibit “D”) defines these terms as follows:

"Net terminal income" means money put into a video gaming terminal minus
credits paid out to players.

"Video gaming terminal" means any electronic video game machine that, upon
insertion of cash, electronic cards or vouchers, or any combination thereof, is
available to play or simulate the play of a video game, including but not limited
to video poker, line up, and blackjack, as authorized by the Board utilizing a
video display and microprocessors in which the player may receive free games
or credits that can be redeemed for cash. The term does not include a machine
that directly dispenses coins, cash, or tokens or is for amusement purposes
only.

"Licensed establishment" means any licensed retail establishment where

alcoholic liquor is drawn, poured, mixed, or otherwise served for consumption
on the premises, whether the establishment operates on a nonprofit or for-
profit basis. "Licensed establishment" includes any such establishment that
has a contractual relationship with an inter-track wagering location licensee
licensed under the Illinois Horse Racing Act of 1975, provided any contractual
relationship shall not include any transfer or offer of revenue from the
operation of video gaming under this Act to any licensee licensed under the
Illinois Horse Racing Act of 1975. Provided, however, that the licensed
establishment that has such a contractual relationship with an inter-track
wagering location licensee may not, itself, be (i) an inter-track wagering location
licensee, (ii) the corporate parent or subsidiary of any licensee licensed under
the Illinois Horse Racing Act of 1975, or (iii) the corporate subsidiary of a
corporation that is also the corporate parent or subsidiary of any licensee
licensed under the Illinois Horse Racing Act of 1975. "Licensed establishment"
does not include a facility operated by an organization licensee, an inter-track
wagering licensee, or an inter-track wagering location licensee licensed under
the Illinois Horse Racing Act of 1975 or a riverboat licensed under the Illinois
Gambling Act, except as provided in this paragraph. The changes made to this
definition by Public Act 98-587 are declarative of existing law.

"Licensed fraternal establishment" means the location where a qualified

fraternal organization that derives its charter from a national fraternal
organization regularly meets.

"Licensed veterans establishment" means the location where a qualified

veterans organization that derives its charter from a national veterans
organization regularly meets.

"Licensed truck stop establishment" means a facility (i) that is at least a 3-acre
facility with a convenience store, (ii) with separate diesel islands for fueling
commercial motor vehicles, (iii) that sells at retail more than 10,000 gallons of

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 diesel or biodiesel fuel per month, and (iv) with parking spaces for commercial
motor vehicles. "Commercial motor vehicles" has the same meaning as defined
in Section 18b-101 of the Illinois Vehicle Code. The requirement of item (iii) of
this paragraph may be met by showing that estimated future sales or past sales
average at least 10,000 gallons per month.

"Licensed large truck stop establishment" means a facility located within 3 road
miles from a freeway interchange, as measured in accordance with the
Department of Transportation's rules regarding the criteria for the installation
of business signs: (i) that is at least a 3-acre facility with a convenience store,
(ii) with separate diesel islands for fueling commercial motor vehicles, (iii) that
sells at retail more than 50,000 gallons of diesel or biodiesel fuel per month,
and (iv) with parking spaces for commercial motor vehicles. "Commercial motor
vehicles" has the same meaning as defined in Section 18b-101 of the Illinois
Vehicle Code. The requirement of item (iii) of this paragraph may be met by
showing that estimated future sales or past sales average at least 50,000
gallons per month.
(Emphasis added, 230 ILCS 40/5 Definitions (Illinois Compiled Statutes (2023
Edition))

18. There is no definition under the Illinois Video Gaming Act for “hold per day” nor

are there any such “hold per day” requirements. The City of Rockford Ordinances

definition for “licensed establishment” that the establishment hold a local liquor

license although under state statutes Licensed truck stop establishment and

Licensed Large truck stop establishment are not required to obtain liquor licenses

to attain VGT permits from the IGB. Furthermore, that unlike the requirement

within Rockford Local Ordinance that a “licensed establishment” be “licensed by

the Illinois Gaming Board to operate a video gaming terminal on its premises”

there is no similar requirement mandating that Licensed truck stop establishment

and Licensed Large truck stop establishments to also be licensed video gaming

location as defined in Illinois Administrative Code Title 11 §1800.110 so as to

receive the Rockford Video Gaming License.

19. The Illinois Gaming Board Regulations provide the following definitions (Ill. Adm.

Code Title 11 §1800.110 – Exhibit “E”):

16
“Adjusted gross receipts": The gross receipts less winnings paid to wagerers.
The value of expired vouchers shall be included in computing adjusted gross
receipts. . . .

"Distributor": An individual, partnership, corporation or limited liability

company licensed under the Act to buy, sell, lease or distribute video gaming
terminals or major components or parts of video gaming terminals to or from
terminal operators. . . .

"Fraternal organization": An organization or institution organized and

conducted on a not-for-profit basis with no personal profit inuring to anyone as
a result of the operation and that is exempt from federal income taxation under
section 501(c)(8) or (c)(10) of the Internal Revenue Code (26 U.S.C. 501(c)(8) or
(c)(10)).

"License": Authorization granted by the Board permitting a licensee to engage

in the defined activities of video gaming.

"Licensed establishment": Any retail establishment licensed under the Act

where alcoholic liquor is drawn, poured, mixed or otherwise served for
consumption on the premises. Licensed establishment does not include a
facility operated by an organization licensee, an intertrack wagering licensee, or
an intertrack wagering location licensee licensed under the Illinois Horse
Racing Act of 1975 [230 ILCS 5] or a riverboat or casino licensed under the
Illinois Gambling Act [230 ILCS 10].

"Licensed fraternal establishment": The location licensed under the Act where
a qualified fraternal organization that derives its charter from a national
fraternal organization regularly meets.

"Licensed large truck stop establishment": A facility located within 3 road

miles from a freeway interchange, as measured in accordance with the
Department of Transportation's rules regarding the criteria for the installation
of business signs:

that is at least a 3-acre facility with a convenience store;

with separate diesel islands for fueling commercial motor vehicles;

that sells at retail more than 50,000 gallons of diesel or biodiesel fuel per
month; and

with parking spaces for commercial motor vehicles. "Commercial motor

vehicle" has the meaning ascribed at Section 18b-101 of the Illinois
Vehicle Code.

The requirement of this definition may be met by showing that estimated future
sales or past sales average at least 50,000 gallons per month. . . .

17
"Licensed truck stop establishment": A facility licensed under the Act that is at
least a 3-acre facility with a convenience store, that has separate diesel islands
for fueling commercial motor vehicles, that sells at retail more than 10,000
gallons of diesel or biodiesel fuel per month, and that has parking spaces for
commercial motor vehicles. "Commercial motor vehicle" has the meaning
ascribed at Section 18b-101 of the Illinois Vehicle Code [625 ILCS 5]. The
10,000 gallon requirement may be met by showing that estimated future sales
or past sales average at least 10,000 gallons per month.

"Licensed veterans establishment": The location licensed under the Act where
a qualified veterans organization that derives its charter from a national
veterans organization regularly meets.

"Licensed video gaming location": A licensed establishment, licensed fraternal

establishment, licensed veterans establishment, licensed truck stop
establishment, or licensed large truck stop establishment, all as defined in
Section 5 of the Act and this Part.

"Liquor license": A license issued by a governmental body authorizing the

holder to sell and offer for sale at retail alcoholic liquor for use or consumption.
...

"Net terminal income": Money put into a video gaming terminal minus credits
paid out to players. . . .

"Terminal operator": An individual, partnership, corporation or limited liability

company that is licensed under the Act that owns, services, and maintains
video gaming terminals for placement in licensed establishments, licensed
truck stop establishments, licensed fraternal establishments or licensed
veterans establishments.

"Use agreement": A contractual agreement between a licensed terminal

operator and a licensed video gaming location establishing terms and
conditions for placement and operation of video gaming terminals by the
licensed terminal operator within the premises of the licensed video gaming
location, and complying with all of the minimum standards for use agreements
contained in Section 1800.320.

"Veterans organization": An organization or institution organized and

conducted on a not-for-profit basis with no personal profit inuring to anyone as
a result of the operation and that is exempt from federal income taxation under
section 501(c)(19) of the Internal Revenue Code (26 U.S.C. 501(c)(19)).

"Video gaming equipment": Video gaming terminals, associated video gaming

equipment and major components or parts.

"Video gaming location": Any licensed video gaming location as defined in this
Section, any applicant to become a licensed video gaming location, or any
person that a terminal operator or sales agent and broker has reason to believe
may apply to become a licensed video gaming location. . . .

18
 "Video gaming terminal": Any electronic video game machine that, upon
insertion of cash, is available to play or simulate the play of a video game,
including but not limited to video poker, line up and blackjack, as authorized
by the Board utilizing a video display and microprocessors in which the player
may receive free games or credits that can be redeemed for cash. The term
does not include a machine that directly dispenses coins, cash, or tokens or is
for amusement purposes only.

20. The Rockford Ordinances are in direct conflict with the Illinois Administrative

Code pertaining to Video Gaming and the Illinois Video Gaming Act where it seeks

to limit the number of VGTs that any specific “licensed establishment” may have.

The City assumes the authority to restrict the number of machines that any single

establishment is permitted to have based upon its general authority to The City

assumes the authority to restrict the number of machines that any single

establishment is permitted to have based upon its general authority to “to

establish such further regulations and restrictions upon the issuance of and

operations under local licenses not inconsistent with law as the public good and

convenience may require. (235 ILCS 5/4-1). Rockford’s ordinance restricts the

number of allowable VGTs based upon a business’s liquor license and their

“average daily hold” per VGT. The City claims to have the authority to restrict

additional machines beyond five machines for existing licensees and any number

of VGTs for all new liquor licensees. The Illinois Gaming Act provides in part:

"A licensed establishment, licensed truck stop establishment, licensed veterans

establishment, or licensed fraternal establishment may operate up to 6 video
gaming terminals on its premises at any time." 230 ILCS 40/25 Restriction of
licensees (Illinois Compiled Statutes (2023 Edition))

Section 1800.1060 Placement of Video Gaming Terminals

Manufacturers, distributors and terminal operators may store and display, and
persons licensed pursuant to the Act may repair, service or maintain, video
gaming terminals only at locations approved in advance by the Administrator.
(Source: Added at 35 Ill. Reg. 1369, effective January 5, 2011)

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21. The administrative regulations only allow for the "Administrator" (the chief

executive officer responsible for day-to-day operations of the Illinois Gaming

Board. §1800.110) to limit the number of gaming terminals “[w]hen two or more

adjacent businesses appear to the Administrator to be a single business, or are

operated by the same or commingled ownership, then and only then may the

Administrator may limit those businesses to the maximum number of video

gaming terminals.”(§1800.810 – Exhibit “E”) Each business then has a right to a

hearing as provided for in Subpart F of the regulations (§1800.610 through

§1800.695 – Exhibit “E”). "Pursuant to the Act, the Board has adopted regulations

that . . . control the location and placement of video gaming terminals..." Uncle

Tom's, Inc. v. Lynn Plaza, LLC, 2021 IL App (1st) 200205, ¶15, 196 N.E.3d 1034

(Ill. App. 2021).

ROCKFORD CLAIMS IN ITS ORDINANCES TO LICENSE VIDEO GAMING

22. The City of Rockford Liquor Code provides in part:

“The VGT license shall be in addition to a liquor license classification in this

section.” (§3-58(s) - Exhibit “F”). In all cases of application for a permitted
location to operate a video gaming terminal, each permitted establishment shall
possess a valid liquor license issued by the Illinois Liquor Control Commission
and a valid liquor license, authorizing video gaming (VGT license) issued by the
City of Rockford, in effect at the time of application and at all times thereafter
during which a video gaming terminal is made available to the public for play at
that location. Video gaming terminals in a licensed location shall be operated
only during the same hours of operation generally permitted to holders of a
license under the Illinois Liquor Control Act of 1934 within the city or
restricted to the conditions of approval of the liquor license issued to the
permitted establishment. A licensed truck stop establishment that does not
hold a liquor license may operate video gaming terminals on a continuous
basis. (§3-142 (G)(4) – Exhibit “F”)

23. This is further demonstrated by its issuance to the plaintiff of a “VIDEO GAMING

LICENSE” which states in part: “CITY OF ROCKFORD, IL VIDEO GAMING

LICENSE This License is Subject to Compliance with City Ordinances . . . License

20
 #: 21841 NUMBER OF VIDEO GAMING MACHINES: 5 . . .” (attached to Exhibit

A.1, as Exhibit “E”).

24. This is additionally established by the verbiage contained in the Class E license

provision allowing for a change to another type of license after June 1, 2035, if the

license holder “. . . satisfies all the requirements for obtaining either a class WB50,

class L50 license, or class VGT license.” (§3-58(q)(4) – Exhibit “F”)

25. The Code further provides:

“A class VGT license post-script ("-VGT) shall constitute a special license and
shall be designated as a class VGT license. This license shall authorize video
gaming (VGT) on the premises. The VGT license shall be in addition to a liquor
license classification in this section. The following liquor license classifications
shall be eligible for a VGT post-script on their license: A, AR, C, E, ER, GV,
H50, L50, L50R, TRK, WB, WB50, WBR, and WB50R. Holders of a VGT license
shall comply with all provisions of this chapter, including, but not limited to,
article III (video gaming terminals) as a condition of their license. A violation of
article III shall constitute a liquor license violation and shall subject the holder
to the penalties set forth in section 3-66.” (§. 3-58(s) – Exhibit “F”)

26. Although the City of Rockford only has the right to regulate the sale of liquor and

absolutely no authority to regulate “licensed distributors” and licensed

“terminal operators” it still asserts such a right. Neither “licensed distributors”

nor licensed “terminal operators” are required to obtain liquor licenses. By the

Video Gaming Act and the regulations promulgated pursuant to the act they are

not “licensed establishments”. Still, the City ordinances provide:

“Each licensed distributor, terminal operator and person with a substantial

interest in a licensed distributor or terminal operator shall be an Illinois
resident or duly authorized to conduct business within the State of Illinois.
However, if an out-of-state distributor or terminal operator has performed its
respective business within Illinois for at least 48 months prior to the effective
date of the Illinois Video Gaming Act, the out-of-state person may be eligible for
licensing from the city; and . . .” (Sec. 3-142(g)(3) – Exhibit “F”)

27. The City as part of its VGT Licensing program goes on to state:

“. . . A licensed truck stop establishment that does not hold a liquor license
may operate video gaming terminals on a continuous basis.” (Sec. 3-142(g)(4) –
Exhibit “F”)

21
28. Thus, once again showing that the City seeks to regulate Video Gaming and not

merely liquor by its liquor code and VGT licensing. Similarly, the City imposes a

duty upon the Illinois Gaming Board to test the VGTs licensed under the Rockford

local ordinance and graciously instructs the board that it “may utilize the services

of an independent outside testing laboratory for the examination of video gaming

terminals and associated equipment as required” by Rockford’s Code of

Ordinances. Brazenly the City of Rockford supposes to tell the entire State of

Illinois that “[e]very video gaming terminal offered in this state and city for play

must meet minimum standards set by an independent outside testing

laboratory”.

“Every video gaming terminal offered for play shall first be tested and approved
pursuant to the rules of the board, and each video gaming terminal offered in
this state and city for play shall conform to an approved model. The board may
utilize the services of an independent outside testing laboratory for the
examination of video gaming terminals and associated equipment as required
by this section. Every video gaming terminal offered in this state and city for
play must meet minimum standards set by an independent outside testing
laboratory approved by the board.” (§3-142(g)(5) – Exhibit “F”)

29. The provision is internally inconsistent on one hand the City in its gracious

permission allows the board to utilize an outside testing lab but then demands

that the VGTs must meet the standards set by an independent outside testing

laboratory.

30. It is entirely conceivable that the IGB could decide to establish its own minimum

standards (instead of delegating them to some private company) and to create its

own an internal testing laboratory much like that of the State Police with respect

to alcohol breath testing devices. The City of Rockford is extremely presumptuous

in making these declarations and has exceeded its legitimate regulatory authority

of the sale of alcoholic beverages and the imposition of $250 annual fee per VGT

permitted by the Video Gaming Act (230 ILCS 40/65 – Exhibit “D”).

22
31. On a similar line the City declares that “[e]xcept for licensed large truck stop

establishments, no more than six video gaming terminals may be located on any

licensed premises. . . . ” (Sec. 3-142(g)(7)) The number and location of VGT

devices is exclusively within the authority of the IGB and the Illinois Legislature

and not the Rockford City Counsel. The City then goes on to state:

“Any existing liquor license holder having between one and five video gaming
terminals may apply for a modification to its existing liquor license to increase
its number of video gaming terminals by one in any month-month period on
the form provided by the city. An application to increase the number of video
gaming terminals shall constitute a modification to the liquor license and,
therefore, is subject to city council approval. However, a modification seeking
only to add one additional terminal shall not require compliance with the
procedure set forth in section 3-56. Applications under this subsection (a) shall
be referred directly to the code and regulation committee for their
recommendation to the full city council. Upon approval of city council by a
majority vote and compliance with all applicable provisions of this chapter, the
city shall issue the additional terminal sticker and updated video gaming
permit.” (§3-142(g)(7)(a) – Exhibit “F”); and

“City council shall have the discretion and authority to determine the number
of video gaming terminals allowed on the premises associated with a new liquor
license. This shall be a condition of the liquor license. Any increase in the
number of video gaming terminals on the premises shall constitute a
modification of the liquor license and, therefore, is subject to city council
approval.” (§3-142(g)(7)(e) – Exhibit “F”)

32. The City also presumes to have the authority to enforce the Illinois Video Gaming

Act where it expressly provides:

“The liquor commissioner may revoke or suspend any video gaming permit or
terminal sticker issued by the city if the liquor commissioner determines that
the licensed establishment has violated any of the provisions of the Illinois
Video Gaming Act and the rules and regulations implemented thereto, this
chapter, any other provision of this Code, or any other applicable state or
federal statute or applicable regulation, including, but not limited to,
subsection 3-142(g)(7)f. of this Code.”(Sec. 3-147(a) – Exhibit “F”)

33. Rockford also declares its authority to further enforce the Illinois Video Gaming

Act by imposing fines for its violation. (§3-147(i) – Exhibit “F”). The enforcement of

the Video Gaming Act has been held to be the exclusive jurisdiction of the IGB. J

& J Ventures Gaming, LLC v. Wild, Inc., 38 N.E.3d 194 (Ill. App. 2015). See

23
 also, Wirtz v. Quinn, 2011 IL 111903, ¶ 26, 352 Ill.Dec. 218, 953 N.E.2d 899;

Pub. Act 96–34, § 940 (eff. July 13, 2009).

ANALYSIS

STATES PREEMPTION OF LICENSURE, REGISTRATION, AND REGULATION OF

VIDEO GAMING TERMINALS (VGTs)

34. In 2020 the General Assembly enacted 230 ILCS 40/90, a part of the Illinois Video

Gaming Act unambiguously provides as follows:

Sec. 90. Regulation by State.

(a) The licensure, registration, and regulation of manufacturers,
distributors, terminal operators, licensed technicians, licensed terminal
handlers, licensed establishments, licensed veterans establishments,
licensed truck stop establishments, licensed large truck stop establishments,
and licensed fraternal establishments under this Act, and the imposition of
fees and other charges under this Act in connection with such licensure,
registration, and regulation, are powers and functions of the State. No
non-home rule unit may license, register, or otherwise regulate, or impose any
type of fee or any other charge upon, a manufacturer, distributor, terminal
operator, licensed technician, licensed terminal handler, licensed
establishment, licensed veterans establishment, licensed truck stop
establishment, licensed large truck stop establishment, or licensed fraternal
establishment.
(b) The licensure, registration, and regulation of video gaming terminals
under this Act are powers and functions of the State. No non-home rule
unit may license, register, or otherwise regulate video gaming terminals.
(c) No home rule municipality or non-home rule unit may impose any type of
tax upon a: (i) manufacturer, distributor, terminal operator, licensed
technician, licensed terminal handler, licensed establishment, licensed
veterans establishment, licensed truck stop establishment, licensed large truck
stop establishment, or licensed fraternal establishment or their respective
authorized activities under this Act; (ii) video gaming terminal; (iii) user or
player of any video gaming terminals; or (iv) other use, play, or operation of
video gaming terminals authorized under this Act by any person or entity. This
subsection (c) is a denial and limitation of home rule powers and functions
under subsection (g) of Section 6 of Article VII of the Illinois Constitution.
(d) Any home rule municipality that has adopted an ordinance imposing an
amusement tax on persons who participate in the playing of video gaming
terminals before November 1, 2021 may continue to impose such amusement

24
 tax pursuant to such ordinance but shall not increase, expand, or extend the
tax or tax rate on such persons participating in playing video gaming terminals
in excess of that tax or rate set forth in such ordinance and shall not otherwise
impose any other tax upon any entity or person identified in subsection (c).
This subsection (d) is a denial and limitation of home rule powers and
functions under subsection (g) of Section 6 of Article VII of the Illinois
Constitution. (Source: P.A. 102-689, eff. 12-17-21.)(Emphasis added).

35. The Yale Journal on Regulation in its bulletin “What is Regulation?”

(https://www.yalejreg.com/bulletin/what-is-regulation/last viewed 11/19/2022)

(attached hereto) states in part: “

The legal concept of “regulation” is often perceived as control or constraint. For

example, the definitive legal dictionary, Black’s Law Dictionary, defines
“regulation” as “the act or process of controlling by rule or restriction.” (footnote
Black’s Law Dictionary 1311 (9th ed. 2009).) Similarly, The Oxford English
Dictionary defines “regulation” as “the action or fact of regulating,” and “to
regulate” as “to control, govern, or direct.” To many people, “control” connotes
“restrictions,” although control may have other meanings.

Regulation often imposes no restrictions, but enables, facilitates, or adjusts

activities, with no restrictions. Examples of such regulations include the supply
of roads, health and emergency services, public education and public libraries,
welfare benefits, reliefs to victims of natural disasters and bailouts to failed
institutions. Such services directly influence (or “adjust”) conduct of
individuals and firms. In the abstract, all government actions supposedly
influence conduct of individuals and firms, but not necessarily directly.”

36. The admitted facts establish that the City of Rockford ordinances impose upon the

plaintiffs and other video gaming licensed establishments, a requirement that they

keep their video gaming revenues below their revenues for sales of alcohol, food

and merchandise mandating a 50% income limitation on video gaming revenues.

(¶bb and ¶ff above). This ordinance is “regulation” of a “licensed establishment”

prohibited by 230 ILCS 40/90(a)&(b) and it is not a normal routine matter that

does not specifically relate to the conduct of video gaming.

37. Illinois gambling laws are a matter of state wide and not local concern. IL Opinion

82-036 Home Rule: Powers of Home Rule Units (Illinois Attorney General

Opinions); see also IL Opinion 10-003 Municipalities: Authority to Contract with

25
 Private, Not-for-Profit Corporations for Auxiliary Police Services (Illinois Attorney

General Opinions).

38. "The Video Gaming Act expressly provided the Gaming Board with authority to

promulgate rules and regulations with respect to eligibility for licenses, the license

application process, and for hearings in connection with denials of license

applications." City of Chi. v. City of Kankakee, 2017 IL App (1st) 153531, 87

N.E.3d 410 (Ill. App. 2017)

39. As a matter of law the City of Rockford Ordinances that limit “licensed

establishment’s” video gaming income to less than sales of alcohol and food is

“regulation” of a “licensed establishment” and specifically relates to the conduct

of video gaming which is prohibited by 230 ILCS 40/90(a)&(b).

40. Even absent 230 ILCS 40/90(a)&(b) the City of Rockford lacks the legal authority

to regulate income generated as a result of “use agreements” of “licensed

establishments” and their licensed “terminal operators”.

41. The Illinois State Constitution in Article VII Section 7 provides:

SECTION 7. COUNTIES AND MUNICIPALITIES OTHER

THAN HOME RULE UNITS
Counties and municipalities which are not home rule units shall have only
powers granted to them by law and the powers (1) to make local improvements
by special assessment and to exercise this power jointly with other counties
and municipalities, and other classes of units of local government having that
power on the effective date of this Constitution unless that power is
subsequently denied by law to any such other units of local government; (2) by
referendum, to adopt, alter or repeal their forms of government provided by law;
(3) in the case of municipalities, to provide by referendum for their officers,
manner of selection and terms of office; (4) in the case of counties, to provide
for their officers, manner of selection and terms of office as provided in Section
4 of this Article; (5) to incur debt except as limited by law and except that debt
payable from ad valorem property tax receipts shall mature within 40 years
from the time it is incurred; and (6) to levy or impose additional taxes upon
areas within their boundaries in the manner provided by law for the provision
of special services to those areas and for the payment of debt incurred in order
to provide those special services.
(Source: Illinois Constitution.)

26
42. Prior to our current constitution Illinois followed "Dillon's Rule, which had held

that units of local government could exercise only those powers expressly granted

by State statute or necessarily and fairly implied from the legislature's expressed

grants. (1 J. Dillon, Municipal Corporations 448-49 (5th ed. 1911).)" City of

Carbondale v. Yehling, 451 N.E.2d 837, 96 Ill.2d 495, 71 Ill.Dec. 683 (Ill. 1983).

43. “Under Dillon's Rule, a non-home rule municipality only possesses those powers

which are specifically conferred by the Illinois Constitution or by statute. People

ex. rel. Ryan v. Village of Hanover Park, 311 Ill.App.3d 515, 243 Ill.Dec. 823, 724

N.E.2d 132 (1999).4 To that end,

"Municipalities possess only those powers expressly granted, powers

incident to those expressly granted, and powers indispensable to the
accomplishment of the declared objects and purposes of the municipal
corporation." Pesticide Public Policy Foundation v. Village of Wauconda, 117
Ill.2d 107, 112, 109 Ill. Dec. 790, 510 N.E.2d 858 (1987); accord Village of
Wauconda v. Hutton, 291 Ill. App.3d 1058 1060, 226 Ill.Dec. 161, 684 N.E.2d
1364 (1997).
44. Municipalities cannot adopt ordinances "under a general grant of power which

infringe upon the spirit of the State law or are repugnant to the general policy of

the State." Village of Mundelein v. Hartnett, 117 Ill.App.3d 1011 1015, 73 Ill.Dec.

285, 454 N.E.2d 29 (1983).” Hawthorne v. Village of Olympia Fields, 328

Ill.App.3d 301, 262 Ill.Dec. 338, 765 N.E.2d 475 (Ill. App. 2002). See also,

O'Connor v. City of Rockford, 52 Ill.2d 360, 288 N.E.2d 432 (1972) (Illinois

Environmental Protection Act provided for operation of landfills only upon

issuance of the Illinois Pollution Control Board); American Smelting & Refining

Co. v. County of Knox, 60 Ill.2d 133, 324 N.E.2d 398 (1974) (Knox and Peoria

counties could not create zoning requirements on the reclamation of strip-mined

land over the State administered Surface-Mined Land Conservation and

Reclamation Act); and County of Kendall v. Avery Gravel Co., 101 Ill.2d 428,

27
 463 N.E.2d 723, 79 Ill.Dec. 169 (1984) (IEPA regulations preempted non-home

rule unit Kendall County's zoning ordinances relating to strip mining).

45. The general authority granted to municipalities to regulate liquor licensing does

not grant the municipality the authority to encroach upon the exclusive authority

of the IGB to regulate the licensure, registration, and regulation of terminal

operators, licensed establishments, or to impose fees and other charges in

connection with such licensure, registration, and regulation, as such are

powers and functions of the State.

46. The Illinois State Constitution in Article VII Section 6 provides:

(g) The General Assembly by a law approved by the vote of three-fifths of the
members elected to each house may deny or limit the power to tax and any
other power or function of a home rule unit not exercised or performed by the
State other than a power or function specified in subsection (l) of this section.

(h) The General Assembly may provide specifically by law for the exclusive
exercise by the State of any power or function of a home rule unit other than a
taxing power or a power or function specified in subsection (l) of this Section.

“The constitution thus expressly retains the jurisdiction of the General Assembly

to act in matters of local concern. See 7 REC. OF PROC. 1637: "Even the most

determined proponents of home rule recognize that many matters of concern to

local governments should be left to the determination of the state legislature."

Thomas M. O'Malley, A Balancing Analysis: The Construction of Illinois Home Rule

Powers - County of Cook v. John Sexton Contractors Company, 11 Loy. U. Chi. L. J.

543 (1980), at footnote 50 (http://lawecommons.luc.edu/luclj/vol11/iss3/7)

47. In Prudential Insurance Co. v. Chicago (1977), 66 Ill.2d 437, 6 Ill.Dec. 199, 362

N.E.2d 1021, the Illinois Supreme Court held that an October 1974 statute which

prohibited home rule units from assessing fees and taxes against insurance

companies, preempted a previously enacted home rule ordinance of the City of

28
 Chicago, which imposed an employer's expense tax on every employer of 15 or

more full time employees. (66 Ill.2d at 441, 6 Ill.Dec. at 200, 362 N.E.2d at 1022.)

48. The City of Rockford acts as if it were a “home-rule unit” which it is not. Even

though the City of Rockford is not a “home-rule unit” it contends that it has the

right to regulate video gaming revenues through the back door of its power to

regulate liquor licenses. The legislature has clearly expressed its authority to

preempt all local entities home-rule or not from the regulation of video gaming

terminals stating “The licensure, registration, and regulation of . . . licensed

establishments . . . and the . . . regulation, [is a power] and [function] of the State.

No non-home rule unit may . . . otherwise regulate . . . licensed establishment(s)”.

Although localities may regulate businesses in matters such as, but not limited to,

zoning, the insurance of businesses, permits, or liquor licenses, the performance

of the building inspection, and/or normal routine matters they are specifically

prohibited from relating the conduct of video gaming. This is clear preemption of

the “use agreements” (contracts) between “terminal operators”, and “licensed

establishments”. It is likewise a clear preemption of regulation of the placement

and number of VGTs. Rockford is clearly preempted from imposing a requirement

that “net terminal income” earned pursuant to a “use agreement” be less than

or equal to the income derived from alcohol, food and other tavern merchandise in

certain “licensed establishments”.

49. Even if the Rockford City Ordinance was lawful prior to the enactment of Public

Act 102-689, eff. 12-17-21, there can no longer be any doubt as to its current

validity. As with the City of Chicago’s home rule ordinance imposing an

employer's expense tax, once the legislature unequivocally preempted non-home

29
 rule units from otherwise regulating licensed establishments respecting video

gaming, the City of Rockford ordinances became invalid.

INDIRECT REGULATION OF PREEMPTED AREA IS PROHIBITED

50. In O'Connor v. City of Rockford (1972), 52 Ill.2d 360, 288 N.E.2d 432, the Illinois

Supreme Court struck down the power of local public entities to prohibit or

indirectly regulate such activities through the means of a zoning ordinance”

where the legislature had preempted regulation of landfills. Carlson v. Village of

Worth, 322 N.E.2d 852, 25 Ill.App.3d 315 (Ill. App. 1974) (emphasis added)

51. In Village of Mundelein v. Wisconsin Cent., 855 N.E.2d 230, 305 Ill.Dec. 339,

367 Ill.App.3d 417 (Ill. App. 2006) the Plaintiff prosecuted the defendant on its

ordinance that prohibited trains "from obstructing a grade crossing for more than

10 minutes if the train stops in the crossing". The Appellate court found this to be

an indirect regulation of the trains speed and length which was preempted by

the Federal Railroad Safety Authorization Act of 1994.

52. The fact that the General Assembly has seen fit to preempt local regulation of

gaming should be sufficient to end this inquiry however, the defendants in this

case claim that, as a non-home rule unit of government, Rockford was merely

regulating liquor establishments and their licensing under the authority granted in

the Illinois Liquor Code 235 ILCS 5/4-1 and not indirectly regulating gaming with

its 50% income regulation.

53. Said section provides in part:

(235 ILCS 5/4-1) (from Ch. 43, par. 110)

Sec. 4-1. In every city, village or incorporated town, the city council or
president and board of trustees, and in counties in respect of territory outside
the limits of any such city, village or incorporated town the county board shall
have the power by general ordinance or resolution to determine the number,
kind and classification of licenses, for sale at retail of alcoholic liquor not

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 inconsistent with this Act and the amount of the local licensee fees to be paid
for the various kinds of licenses to be issued in their political subdivision,
except those issued to the specific non-beverage users exempt from payment of
license fees under Section 5-3 which shall be issued without payment of any
local license fees, and the manner of distribution of such fees after their
collection; to regulate or prohibit the presence of persons under the age of 21
on the premises of licensed retail establishments of various kinds and
classifications where alcoholic liquor is drawn, poured, mixed or otherwise
served for consumption on the premises; to prohibit any minor from drawing,
pouring, or mixing any alcoholic liquor as an employee of any retail licensee;
and to prohibit any minor from at any time attending any bar and from
drawing, pouring or mixing any alcoholic liquor in any licensed retail premises;
and to establish such further regulations and restrictions upon the issuance of
and operations under local licenses not inconsistent with law as the public
good and convenience may require; and to provide penalties for the violation of
regulations and restrictions, including those made by county boards, relative to
operation under local licenses; provided, however, that in the exercise of any of
the powers granted in this Section, the issuance of such licenses shall not be
prohibited except for reasons specifically enumerated in Sections 6-2, 6-11, 6-
12 and 6-25 of this Act. . . .
(Source: P.A. 102-15, eff. 6-17-21.) (Emphasis added)

54. Various cases have considered the extent to which municipalities may seek to

establish such further regulations and restrictions upon the issuance and

operation of local licenses.

55. In Jacobsen v. State of Ill. Liquor Control Commission, 423 N.E.2d 531, 97

Ill.App.3d 700, 53 Ill.Dec. 147 (Ill. App. 1981) the City of West Chicago had

enacted an ordinance the issuance of a liquor license to any premises on which

gasoline was sold. Rockford, like the City of West Chicago, is not a home rule

municipality. (423 N.E.2d at 532). The Appellate Court citing to Tavern Owners

Ass'n v. County of Lake, 52 Ill.App.3d 542, 544, 10 Ill.Dec. 295, 367 N.E.2d 748

(1977) noted that:

“[a] non-home rule municipality can exercise only the powers expressly
delegated to it by the legislature, or those that arise by necessary implication
from the expressly delegated powers.” Rockford asserts that their condition
upon the plaintiff’s liquor license was a proper exercise of their general power
to regulate “as the public good and convenience may require.” In Jacobsen the
appellate court also noted that none of the permissible reasons for denying a
liquor license [now Sections 6-2, 6-11, 6-12 and 6-25 of this Act] applied to the
case. The Court said that “[t]he primary issue in this case is whether the

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 ordinance violates the proviso of paragraph 110 [now 235 ILCS 5/4-1] and thus
is invalid.” The Court responded to the municipalities assertion that the
enabling statute gave the it implied powers to prevent the sale of alcoholic
liquor on premises where gasoline is sold by stating:

“We do not agree. Under the "further regulation" clause, an ordinance

cannot "deny a liquor license to any class of licensees" not specified in
the enabling statute. (Tavern Owners Ass'n v. County of Lake, 52
Ill.App.3d 542, 545-46, 10 Ill.Dec. 295, 367 N.E.2d 748 (1977)”

The Jacobson Court concluded:

“an ordinance of a local municipality cannot prohibit a person or class from

receiving a liquor license for a reason that is not specified in the enabling
statute. (See, Emm v. Sopher, 23 Ill.2d 376, 178 N.E.2d 289 (1961).) In Emm the
Illinois Supreme Court held that an ordinance could not prohibit the issuance
of a license to a person engaged in the retail sale of groceries, meat products
and/or drugs.”

56. In Heidenreich v. Ronske (1962), 26 Ill.2d 360, 187 N.E.2d 261, the plaintiffs

were holders of retail liquor licenses. They sought declaratory judgment seeking a

pronouncement that certain provisions of the DuPage County local liquor control

ordinance requiring the licensing of bartenders, was unconstitutional. The court

held that the "further regulations" clause of the Act did not empower a county to

provide for a system of licensing bartenders, since the power to license bartenders

was not specifically granted by the Liquor Control Act, and not reasonably

necessary to effectuate those powers which were granted.” City of Peoria v.

Johnson, 521 N.E.2d 576, 167 Ill.App.3d 592 (Ill. App. 1988)

57. In People v. Gray, 242 N.E.2d 298, 101 Ill.App.2d 217 (Ill. App. 1968) the

defendant was charged with selling liquor without having a valid liquor license

issued by Hancock County. The defendant had a “boat license” issued by the

State of Illinois Liquor Control Commission. The Court stated “[l]ocal authorities

such as counties and unincorporated areas have only such authority in liquor

control matters as are specifically given them by statute and primary authority for

liquor control rests with the State of Illinois. The courts of this State have

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 indicated that the Dram Shop Act should be strictly construed as to the granting

of authority to municipalities.”

58. There is absolutely no legitimacy to the argument that the Liquor Control Act

grants implied powers to non-home-rule municipalities to interfere with IGB

approved “use agreements” between “terminal operators” and “licensed

establishments” by limiting VGT gaming revenues to equal or be less than sales

of alcohol, food and tavern merchandise.

59. It is likewise clear that even if such authority existed under the Liquor Code prior

to the amendment of the Illinois Video Gaming Act 230 ILCS 40/90 such vague

and obscure powers power to regulate “as the public good and convenience may

require” cannot prevail in opposition to the clear and definite declarations of public

policy that “[n]o non-home rule unit may license, register, or otherwise regulate,

or impose any type of fee or any other charge upon, a manufacturer, distributor,

terminal operator, licensed technician, licensed terminal handler, licensed

establishment . . . [and]. . . The licensure, registration, and regulation of

video gaming terminals under this Act are powers and functions of the

State. No non-home rule unit may license, register, or otherwise regulate

video gaming terminals.”(Emphasis added – Exhibit “D”)

60. The Code of Civil Procedure 735 ILCS 5/2-1005(d) provides: Summary

determination of major issues. If the court determines that there is no genuine

issue of material fact as to one or more of the major issues in the case, but that

substantial controversy exists with respect to other major issues, or if a party

moves for a summary determination of one or more, but less than all, of the major

issues in the case, and the court finds that there is no genuine issue of material

fact as to that issue or those issues, the court shall thereupon draw an order

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 specifying the major issue or issues that appear without substantial controversy,

and directing such further proceedings upon the remaining undetermined issues

as are just. Upon the trial of the case, the facts so specified shall be deemed

established, and the trial shall be conducted accordingly.

ORDINANCES ARE UNCONSTITUTIONAL

61. The City of Rockford Ordinances distinguish between those holding WB and WB50

licenses by imposing a sole requirement upon a WB50 license holder to restrict

their gaming income below that of their sales of alcohol, food and tavern

merchandise. Such a distinction violates the State and Federal Constitutional

protections to equal protection and substantive due process.

62. A violation of equal protection exists where there are other people similarly

situated to plaintiff and that these people are treated differently where there is no

rational basis for this differentiation." Safanda v. Zoning Bd. of Appeals of City

of Geneva, 561 N.E.2d 412, 203 Ill.App.3d 687, 149 Ill.Dec. 134 (Ill. App. 1990);

accord Kaczka v. Retirement Board of Policemen's Annuity and Benefit Fund

of the City of Chicago, 398 Ill. App. 3d 702, 707-08 (2010). There is no rational

basis for restricting the maximum income that a WB50 license holder and their

“terminal operator” may earn pursuant to their “use agreement” from that

which a WB license holder and their “terminal operator” may earn pursuant to

their “use agreement”. On its face it constitutes an arbitrary and capricious

exercise of power.

63. Likewise, the City of Rockford Ordinances not only seeks to regulate the “use

agreement” between the plaintiff and its “terminal operator”, it constitutes a

substantial impairment of that contract. Where a statute in question does not

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 affect a fundamental constitutional right, the appropriate standard of review for

determining whether a contract has been unconstitutionally impaired is the

rational basis test. Royal Liquor Mart, Inc. v. City of Rockford, 479 N.E.2d 485,

133 Ill.App.3d 868, 88 Ill.Dec. 872 (Ill. App. 1985). In impairment of contract

cases “the State must show a significant and legitimate public purpose behind the

regulation.” Royal Liquor Mart, Inc. v. City of Rockford, 479 N.E.2d 485, 133

Ill.App.3d 868, 88 Ill.Dec. 872 (Ill. App. 1985).

64. A violation of substantive due process occurs when the legislation at issue bears

no rational relationship to the public welfare. See, Safanda v. Zoning Board of

Appeals, 203 Ill.App.3d 687, 695, 149 Ill.Dec. 134, 561 N.E.2d 412 (1990. These

two claims share a reliance on the rational basis test. Legislation violates equal

protection or substantive due process concerns if it does not bear a rational

relationship to a legitimate legislative purpose. "When faced with a challenge to a

legislative classification under the rational-basis test, the court should ask, first,

what the purposes of the statute are, and, second, whether the classification is

rationally related to achievement of those purposes." United States Railroad

Retirement Board v. Fritz, 449 U.S. 166, 101 S.Ct. 453, 66 L.Ed.2d 368 (1980).

65. Although, the rational-basis standard of review is deferential “is not toothless.”

Carter v. City of Alton, 32 N.E.3d 1129 (Ill. App. 2015); Schweiker v. Wilson,

450 U.S. 221, 234, 101 S.Ct. 1074, 1082, 67 L.Ed.2d 186 (1981).

66. State ex rel. Grand Bazaar Liquors, Inc. v. City of Milwaukee, 313 N.W.2d

805, 105 Wis.2d 203 (Wis. 1982) although not dealing with issues of legislative

preemption for gaming is in many ways similar to this case. In Grand Bazaar

Liquors the court was confronted with a challenge to a liquor ordinance which

divided “all potential Class "A" liquor license applicants into two classifications: (1)

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 Those whose liquor sales account for more than 50 percent of their gross monthly

receipts, and (2) those whose liquor sales account for less than 50 percent of their

gross monthly receipts.” (313 N.W.2d at 809) The court found that it “must

analyze whether the ordinance's classificatory 50 percent scheme is rationally

related to . . . the public health, safety, morals, or general welfare”. The court

found that with or without the ordinance the City [Common] Council could limit

the number of new licenses it issues and that there was no evidence in the record

demonstrating a problem in need of a cure. The court further noted “that all a

member of the excluded class would have to do is reduce nonliquor sales in order

to qualify for a license under this ordinance”. Similarly to our scenario the

Milwaukee ordinance in question contained a grandfather provision whereas here

Rockford simply stopped issuing WB licenses and began issuing WB50 licenses.

Applying the presumption of Constitutionality and the rational basis test the court

concluded that the ordinance scheme in question violated equal protection.

67. “Under the rational-basis test, a statute will be found constitutional if it "bears a

rational relationship to a legitimate legislative purpose and is neither arbitrary nor

unreasonable." Marks, 2015 IL 116226, ¶ 25, 396 Ill.Dec. 89, 39 N.E.3d 915. In

employing this test, we first must determine whether the public interest the

statute is intended to serve is legitimate, and if so, "determine whether the statute

bears a rational relationship to that interest, and, finally, determine whether the

method chosen by the legislature to protect or further that interest is reasonable."

Village of Lake Villa v. Stokovich, 211 Ill.2d 106, 125, 284 Ill.Dec. 360, 810 N.E.2d

13 (2004). Though rational-basis review is "highly deferential" to the legislature

(id.), this does not mean that we can blindly accept legislation. People v. Pepitone,

2018 IL 122034, ¶ 17, 423 Ill.Dec. 816, 106 N.E.3d 984.” Dotty's Cafe v. Ill.

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 Gaming Bd., 2019 IL App (1st) 173207, 143 N.E.3d 173, 436 Ill.Dec. 678 (Ill. App.

2019).

68. Here as in Grand Bazaar Liquors the 50% rule treats equally situated persons

differently, while in addition unconstitutionally impairing the contract rights

contained in the IGB approved “use agreement” between the plaintiff an IGB

“licensed establishment” and the IGB “terminal operator” (ILLINOIS GAMING

INVESTORS LLC d/b/a PRAIRIE STATE GAMING LLC. see 3rd Amended Complaint

Exhibit “D” Affidavit of Josh Raley).

CONCLUSION

69. The State of Illinois has established a comprehensive statutory and regulatory

structure for Video Gaming in the State of Illinois which includes regulation of the

contracts between “licensed establishments” and “terminal operators”, and the

approval of their “use agreements” “establishing terms and conditions for

placement and operation of video gaming terminals by the licensed terminal

operator within the premises of the licensed video gaming location”. The State of

Illinois has preempted non-home rule municipalities from “regulation” of a

“licensed establishments”, “terminal operators”, “use agreements”, number

and placement of VGTs at “licensed establishments” and specifically relates to

the conduct of video gaming all of which is prohibited by 230 ILCS 40/90(a)&(b).

70. The all-encompassing regulatory structure includes every aspect of video gaming

in Illinois from the design, testing and approval of VGTs to their placement in

“licensed video gaming locations” (11 Ill. Adm. Code §1800.110 – Exhibit “E”).

The regulatory framework regulates how the money paid into VGTs is collected and

distributed by the “terminal operator” to the “licensed establishment” and

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 taxing authorities. Rockford’s conduct usurping the authority to restrict the

number of machines that any single establishment is permitted to have based

simply based upon the general authority granted in the Liquor Code “to establish

such further regulations and restrictions upon the issuance of and operations

under local licenses not inconsistent with law as the public good and

convenience may require”, (235 ILCS 5/4-1) is clearly a bridge too far. Plainly, all

of these regulations regarding the operation of VGTs and video gaming and “use

agreements” are inconsistent with the law.

71. Lastly, Rockford’s disparate treatment of persons holding WB and WB50 licenses

is a violation of equal protection and due process in spite of differential review.

72. For all the reasons stated above this court ought to grant the plaintiff the relief

requested .

WHEREFORE, the plaintiffs pray that this court enter a declaratory judgment

determining that the City of Rockford Ordinances regulating “licensed

establishments” and licensed “terminal operators” video gaming revenues and

other gaming operations of “licensed establishments”, licensed “terminal

operators”; requiring local VGT licensing of licensed truck stop establishment,

licensed large truck stop establishment even if they have no liquor license; regulating

the placement and number of VGTs in licensed “video gaming locations” (not

establishments with liquor licenses); mandating to the State of Illinois and the Illinois

Gaming Board the procedures it must follow with respect to VGTs are all

unenforceable as contrary to the complete preemption by the State of Illinois of

regulation of video gaming, or in the alternative that this court grant the plaintiffs

partial summary judgment on the defendant’s admissions dispensing with further

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proofs of such admissions at any subsequent evidentiary hearing or matter. That as

part of any judgment on the pleadings that this court enjoin the City of Rockford and

any of its agents and attorneys from:

A. Directly or indirectly enforcing the 50% income rule against the plaintiffs herein;

and

B. Directly or indirectly enforcing any portion of Part 1, Chapter 3, Article III - VIDEO

GAMING TERMINALS of the City of Rockford Code of Ordinances against the

plaintiffs herein; and

C. Directly or indirectly interfering with the plaintiffs’ lawful business as a licensed

establishment under the Illinois Video Gaming Act who is lawfully entitled to

have and operate a full six VGTs at the place of business 1625 Sandy Hollow Rd,

Rockford, IL 61109; and

D. Issue the Plaintiff a permit sticker for a sixth (6) VGT for its business location as

has been authorized by the Illinois Gaming Board; and

E. Directly or indirectly interfering with the business, employment and contractual

relationships of the plaintiffs as a “licensed establishment” under the Illinois

Video Gaming Act; and

F. Directly or indirectly interfering with the business, employment and contractual

relationships of the plaintiffs business engaged in the sale of food; and

G. Directly or indirectly interfering with or impeding the plaintiffs business,

employment and contractual relationships on the basis of the “net terminal

income” generated at its licensed premises;

H. Directly or indirectly interfering with or impeding the plaintiffs business,

employment and contractual relationships on the basis of the “liquor license”

being non-renewed due to the “net terminal income generated at its licensed

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 premises exceeding 50% of its total revenues as set forth in the ordinances

creating a WB50 license; and

I. For such other and further relief as this court deems fit, necessary and/or

equitable.

SPINNING SLOTS, INC. and

KELLY R. QUINBY

By: //s// Mark Rouleau

Mark Rouleau

Mark Rouleau STEPHEN M. KOMIE

Law Office of Mark Rouleau One North LaSalle Street, Suite 4200
ARDC 6186135 Chicago, Illinois 60602-4011
4777 E. State St. - #7 Telephone: (312)263-2800
Rockford, IL 61108
815/229-7246
fax 815/229-7251

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