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1984-080' - ORDINANCE NO. 84 -80 AN ORDINANCE PROVhDING FOR THE FINANCING BY THE VILLAGE OF BUFFALO GROVE, ILLINOIS OF AN ECONOMIC DEVELOPMENT PROJECT CONSISTING OF BUILDINGS AND RELATED PROPERTY IN ORDER THAT AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, AS TRUSTEE UNDER TRUST NUMBER 52235 DATED FEBRUARY 1, 1981 AND NOT INDIVIDUALLY AND COUNTY LINE PARTNERS (THE "BORROWER ") MAY BE PROVIDED WITH FACILITIES TO RELIEVE CONDITIONS OF UNEMPLOYMENT WITHIN THE VILLAGE THEREBY REDUCING THE EVILS ATTENDENT UPON UNEMPLOYMENT: AUTHORIZING THE ISSUANCE OF ITS $6,000,000 ECONOMIC DEVELOPMENT REVENUE BONDS (COUNTY LINE PARTNERS PROJECT) IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE, ILLINOIS AND THE BORROWER; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BONDS; AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF SAID BONDS TO THE PURCHASER THEREOF AND RELATED MATTERS. WHEREAS, the Village of Buffalo Grove, Illinois, a municipality existing under the Constitution and the laws of the State of Illinois (the "Issuer ") is authorized and empowered by the provisions of Section 6(a) of Article VII of the Illinois Constitution and Ordinance No. 80 -19 passed and adopted by the Issuer as from time to time supplemented and amended (the "Enabling Ordinance ") to issue its revenue bonds to finance the costs of any economic development project to the end that the Issuer may be able to relieve conditions of unemployment, to maintain existing levels of employment and to encourage the increase of industry and commerce within the Village of Buffalo Grove, Illinois, thereby reducing -the evils attandent upon unemployment and provide for the public safety, benefit and welfare of the residents of the Village of Buffalo Grove; and WHEREAS, as a result of negotiations between the Issuer and American National Bank and Trust Company of Chicago, as " Trustee under Trust Number 52235 dated February 1, 1981 and'not individually (the "Land Trust ") - --and County Line Partners, a joint venture (the "Beneficiary ") (the Land Trust and the Beneficiary are hereinafter collectively referred to as the "Borrower "), and in reliance upon a resolution duly adopted by the members of the Issuer on September 14, 1981 and in reliance upon a Memorandum of Agreement between the Issuer and the Borrower dated September 14, 1981, the Borrower has provided for financing of the cost of acquisition of land and constructing of high tech building at Lot 1 in the Buffalo Grove Commerce Center (hereinafter referred to as the "Project "), which constitutes an economic development project under the Enabling Ordinance, and the Issuer is willing to issue 1 its revenue bonds to finance the cost of the Project (the "Bonds ") and to enter into a loan agreement with the Borrower upon terms which will produce revenues and receipts sufficient to provide for the prompt payment at maturity of the principal and interest on such revenue bonds, all as set forth in the details and provisions of the Loan Agreement hereinafter identified; and WHEREAS, it is proper for the Issuer for the benefit of the inhabitants within the Issuer to authorize the financing of the Project; and WHEREAS, it is necessary to authorize the execution of a Loan Agreement between the Issuer and the Borrower under the terms of which the Issuer will lend the proceeds of the sale of its Bond to the Borrower to enable the Borrower to finance the costs of the Project, the payments to be paid by the Borrower to the Issuer in repayment of the loan to be sufficient to pay at maturity the principal of and interest on the Bond; and -2- WHEREAS, it is necessary for the Issuer to execute and deliver an Indenture of Trust to American National Bank and Trust Company of Chicago, as Trustee (the "Trustee ") for the holders from time to time of the Bonds pursuant to which the Bonds will be issued; and WHEREAS, the Borrower will enter into a Mortgage and Security Agreement dated as of December 1, 1984 (the "Mortgage "), said Mortgage to be to the Issuer and assigned by the Issuer to the Trustee to secure such revenue bonds; and WHEREAS, the Borrower will enter into an Assignment of Leases and Rents dated as of December 1, 1984 (the "Assignment of Leases and Rents "), said Assignment of Leases and Rents to be to the Issuer and assigned by the Issuer to the Trustee to secure such revenue bonds; and WHEREAS, it is necessary to authorize the sale of the Bonds and to execute a Bond Purchase Agreement hereinafter defined in connection therewith; and WHEREAS, Ronald J. Benach and Bernard Ecker, respectively, will enter into Guaranty Agreements dated as of December 1, 1984 (collectively the "Guaranty ") to the Trustee; and WHEREAS, the Issuer has caused to be prepared and presented to this meeting the following documents, which the Issuer proposes to enter into: 1. The Loan Agreement dated as of December 1, 1984, between theeIssuer and the Borrower (the "Loan Agreement "); 2. The Indenture of Trust dated as of December.l, 1984 (the "Indenture "), between the Issuer and the Trustee, setting forth terms, conditions and security requirements for the proposed -3- bond issue to finance the Project and containing the form of the' Issuer's Economic Development Revenue Bonds (County Line Partners Project), (the "Bonds ") to be issued in the aggregate principal amount of $6,000,000; and 3. The Bond Purchase Agreement to be dated as of December 1, 1984 (the "Bond Purchase Agreement "), between the Issuer and American National Bank and Trust Company of Chicago, Chicago, Illinois, as Purchaser (the "Purchaser "); and WHEREAS, the Issuer held a Public Hearing pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended, on December 17, 1984; NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, STATE OF ILLINOIS, AS FOLLOWS: Section 1. That the form, terms and provisions of the proposed Loan Agreement and Indenture be, and they hereby are, in all respects approved, and that the President and the Village Clerk of the Issuer be, and they are hereby authorized, empowered and directed to execute and deliver such instruments in the name and on behalf of the Issuer, to cause the Loan Agreement to be delivered to the Borrower and to cause the Indenture to be delivered to the Trustee; that the Indenture shall constitute a lien for the security of the Bonds and upon all right, title and interest of the Issuer in and to the Loan Agreement (except for certain rights of the Issuer to indemnification and payment of expenses), the promissory note of the Borrower (the "Note ") delivered pursuant thereto and the Mortgage and the Assignment of Leases and Rents, and in and to the payments, revenues and receipts payable to the -4- Issuer pursuant thereto, and said revenues are hereby and in the Indenture pledged for such purpose; that the Loan Agreement and the Indenture are to be in substantially the respective forms submitted to this meeting and hereby approved, with such changes therein as shall be approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the forms of the Loan Agreement and the Indenture hereby approved; and that from and after.the execution and delivery of such instruments, the officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of such instrument as executed. Section 2. That the form, terms and provisions of the proposed Bond Purchase Agreement, a copy of which is before this meeting, be, and it hereby is, in all respects approved, and that the President and the Village Clerk of the Issuer be, and they hereby are, authorized, empowered and directed to execute the Bond Purchase Agreement in the name and on behalf of the Issuer and thereupon to cause the Bond Purchase Agreement to be delivered to the Purchaser; that the Bond Purchase Agreement is to be in substan- tially the form thereof submitted to this meeting and hereby approved, with such changes therein as shall be approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of such instrument hereby approved; that the Bond Purchase Agreement shall be entered into with the Purchaser; and that from and after the execution and MIM delivery of such instrument, the officials, agents and employees' of the Issuer are hereby authorized, empowered and directed to do all such acts and things necessary to carry out and comply with the provisions of such instrument as executed. Section 3. That the President and the Village Clerk of the Issuer be and are hereby authorized, empowered and directed to cause to be prepared the fully registered Economic Development Revenue Bonds (County Line Partners Project) of the Issuer dated the date of delivery in the aggregate principal amount of $6,000,000, in the form, bearing interest at the rate or rates, maturing and having the other terms and provisions specified in the Indenture (as executed and delivered); that the Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of its President and the manual.or facsimile signature of its Village Clerk and the seal of the Issuer shall be impressed or reproduced thereon, and that the President or any other officer of the Issuer shall cause the Bonds, as so executed and attested, to be delivered to the Trustee for authentication and the Trustee is hereby requested to authenticate the $6,000,000 aggregate principal amount Bonds; and the form of the Bonds submitted to this meeting as the same appears in the Indenture, subject to appropriate insertion and revision in order to comply with the provisions of said Indenture be, and the same hereby is, approved, and when the same shall be executed on behalf of the Issuer in the manner contemplated by the Indenture and this Ordinance in the aggregate principal amount of $6,000,000, it shall represent the approved form of the Bonds of the Issuer. Section 4. That the President or Village Cierk of the' Issuer be and are hereby authorized, empowered and directed to issue and sell to the Purchaser the $6,000,000 aggregate principal amount Bonds, at a price of 100% of the principal amount thereof, as provided in the Bond Purchase Agreement. Section 5. That from and after the execution and delivery of said documents, the proper officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things, indicating without limi- tation endorsement or assignment of the Note, the Mortgage and the Assignment of Leases and Rents, and to execute all such documents as may be necessary to carry out and comply with the provisions of said documents as executed and to further the purposes and intent of this Ordinance, including the preamble hereto. Section 6. That all acts and doings of the officials of the Issuer which are in conformity with the purposes and intent of this Ordinance and in furtherance of the issuance and sale of the Bonds in the aggregate principal amount of $6,000,000 and the financing of the Project to that amount be, and the same hereby are, in all respects., approved and confirmed. Section 7. That approval is hereby granted of the issuance of the Bonds pursuant to Section 103(k) of the Code. Section 8. That the Issuer elects to have the pro- visions of Section 103(b)(6)(D) of the Code apply to the Bond. Section 9. That the provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. -7- Section 10. That all ordinances, resolutions, orders'or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby superseded. Section 11. This Ordinance shall be in full force and effect from and after its passage and approval, in accordance with law. This Ordinance shall not be codified. AYES: 5 - Marienthal, Stone, O'Reilly, Hartstein, Glover NAYES : 0 - None ABSENT: 1 - Reid PASSED this 17th day of December, 1984. APPROVED this 17th day of December, 1984. resident ATTEST: Village Clerk am VILLAGE OF BUFFAL�O / GROVE ORDINANCE NO. ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO G THIS VDAY OF 19L,V. Published in pamphlet form by authority of the President and Board of Trustees of the Village of Buf/falo Grove, Cook & Lake Counties, Illinois, ! this �L day of �� , 19—?'/. Villa, ge Clerk • h ORDINANCE NO. 84 -80 AN ORDINANCE PROVIDING FOR THE FINANCING BY THE VILLAGE OF BUFFALO GROVE, ILLINOIS OF AN ECONOMIC DEVELOPMENT PROJECT CONSISTING OF BUILDINGS AND RELATED PROPERTY IN ORDER THAT AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, AS TRUSTEE UNDER TRUST NUMBER 52235 DATED FEBRUARY 1, 1981 AND NOT INDIVIDUALLY AND COUNTY LINE PARTNERS (THE "BORROWER ") MAY BE PROVIDED WITH FACILITIES TO RELIEVE CONDITIONS OF UNEMPLOYMENT WITHIN THE VILLAGE THEREBY REDUCING THE EVILS ATTENDENT UPON UNEMPLOYMENT: AUTHORIZING THE ISSUANCE OF ITS $6,000,000 ECONOMIC DEVELOPMENT REVENUE BONDS (COUNTY LINE PARTNERS PROJECT) IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE VILLAGE OF BUFFALO GROVE, ILLINOIS AND THE BORROWER; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BONDS; AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF SAID BONDS TO THE PURCHASER THEREOF AND RELATED MATTERS. WHEREAS, the Village of Buffalo Grove, Illinois, a municipality existing under the Constitution and the laws of the State of Illinois (the "Issuer ") is authorized and empowered by the provisions of Section 6(a) of Article VII of the Illinois Constitution and Ordinance No. 80 -19 passed and adopted by the Issuer as from time to time supplemented and amended (the "Enabling Ordinance ") to issue its revenue bonds to finance the costs of any economic development project to the end that the Issuer may be able to relieve conditions of unemployment, to maintain existing levels of employment and to encourage the increase of industry and commerce within the Village of Buffalo Grove, Illinois,'thereby reducing the evils attandent upon unemployment and provide for the public safety, benefit and welfare of the residents of the Village of Buffalo Grove; and WHEREAS, as a result of negotiations between the Issuer and American National Bank and Trust Company of Chicago, as Trustee under Trust Number 52235 dated February 1, 1981 and not individually (the "Land Trust ") and County Line Partners, a joint venture (the "Beneficiary ") (the Land Trust and the Beneficiary are hereinafter collectively referred to as the "Borrower "), and in reliance upon a resolution duly adopted by the members of the Issuer on September 14, 1981 and in reliance upon a Memorandum of Agreement between the Issuer and the Borrower dated September 14, 1981, the Borrower has provided for financing of the cost of acquisition of land and constructing of high tech building at Lot 1 in the Buffalo Grove Commerce Center (hereinafter referred to as the "Project "), which constitutes an economic development project under the Enabling Ordinance, and the Issuer is willing to issue its revenue bonds to finance the cost of the Project (the "Bonds ") and to enter into a loan agreement with the Borrower upon terms which will produce revenues and receipts sufficient to provide for the prompt payment at maturity of the principal and interest on such revenue bonds, all as set forth in the details and provisions of the Loan Agreement hereinafter identified; and WHEREAS, it is proper for the Issuer for the benefit of the inhabitants within the Issuer to authorize the financing of the Project; and WHEREAS, it is necessary to authorize the execution of a Loan Agreement between the Issuer and the Borrower under the terms of which the Issuer will lend the proceeds of the sale of its Bond to the Borrower to enable the Borrower to finance the costs of the Project, the payments to be paid by the Borrower to the Issuer in repayment of the loan to be sufficient to pay at maturity the principal of and interest on the Bond; and -2- l 4 WHEREAS, it is necessary for the Issuer to execute and deliver an Indenture of Trust to American National Bank and Trust Company of Chicago, as Trustee (the "Trustee ") for the holders from time to time of the Bonds pursuant to which the Bonds will be issued; and WHEREAS, the Borrower will enter into a Mortgage and Security Agreement dated as of December 1, 1984 (the "Mortgage "), said Mortgage to be to the Issuer and assigned by the Issuer to the Trustee to secure such revenue bonds; and WHEREAS, the Borrower will enter into an Assignment of Leases and Rents dated as of December 1, 1984 (the "Assignment of Leases and Rents "), said Assignment of Leases and Rents to be to the Issuer and assigned by the Issuer to the Trustee to secure such revenue bonds; and WHEREAS, it is necessary to authorize the sale of the Bonds and to execute a Bond Purchase Agreement hereinafter defined in connection therewith; and WHEREAS, Ronald J. Benach and Bernard Ecker, respectively, will enter into Guaranty Agreements dated as of December 1, 1984 (collectively the "Guaranty ") to the Trustee; and WHEREAS, the Issuer has caused to be prepared and presented to this meeting the following documents, which the Issuer proposes to enter into: 1. The Loan Agreement dated as of December 1, 1984, between the Issuer and the Borrower (the "Loan Agreement "); 2. The Indenture of Trust dated as of December 1, 1984 (the "Indenture "), between the Issuer and the Trustee, setting forth terms, conditions and security requirements for the proposed -3- bond issue to finance the Project and containing the form of the Issuer's Economic Development Revenue Bonds (County Line Partners Project), (the "Bonds ") to be issued in the aggregate principal amount of $6,000,000; and 3. The Bond Purchase Agreement to be dated as of December 1, 1984 (the "Bond Purchase Agreement "), between the Issuer and American National Bank and Trust Company of Chicago, Chicago, Illinois, as Purchaser (the "Purchaser "); and WHEREAS, the Issuer held a Public Hearing pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended, on December 17, 1984; NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, STATE OF ILLINOIS, AS FOLLOWS: Section 1. That the form, terms and provisions of the proposed Loan Agreement and Indenture be, and they hereby are, in all respects approved, and that the President and the Village Clerk of the Issuer be, and they are hereby authorized, empowered and directed to execute and deliver such instruments in the name and on behalf of the Issuer, to cause the Loan Agreement to be delivered to the Borrower and to cause the Indenture to be delivered to the Trustee; that the Indenture shall constitute a lien for the security of the Bonds and upon all right, title and interest of the Issuer in and to the Loan Agreement (except for certain rights of the Issuer to indemnification and payment of expenses), the promissory note of the Borrower (the "Note ") delivered pursuant thereto and the Mortgage and the Assignment of Leases and Rents, and in and to the payments, revenues and receipts payable to the -4- Issuer pursuant thereto, and said revenues are hereby and in the Indenture pledged for such purpose; that the Loan Agreement and the Indenture are to be in substantially the respective forms submitted to this meeting and hereby approved, with such changes therein as shall be approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the forms of the Loan Agreement and the Indenture hereby approved; and that from and after the execution and delivery of such instruments, the officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of such instrument as executed. Section 2. That the form, terms and provisions of the proposed Bond Purchase Agreement, a copy of which is before this meeting, be, and it hereby is, in all respects approved, and that the President and the Village Clerk of the Issuer be, and they hereby are, authorized, empowered and directed to execute the Bond Purchase Agreement in the name and on behalf of the Issuer and thereupon to cause the Bond Purchase Agreement to be delivered to the Purchaser; that the Bond Purchase Agreement is to be in substan- tially the form thereof submitted to this meeting and hereby approved, with such changes therein as shall be approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of such instrument hereby approved; that.the Bond Purchase Agreement shall be entered into with the Purchaser; and that from and after the execution and -5- T j . delivery of such instrument, the officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things necessary to carry out and comply with the provisions of such instrument as'executed. Section 3. That the President and the Village Clerk of the Issuer be and are hereby authorized, empowered and directed to cause to be prepared the fully registered Economic Development Revenue Bonds (County Line Partners Project) of the Issuer dated the date of delivery in the aggregate principal amount of $6,000,000, in the form, bearing interest at the rate or rates, maturing.and having the other terms and provisions specified in the Indenture (as executed and delivered); that the Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of its President and the manual or facsimile signature of its Village Clerk and the seal of the Issuer shall be impressed or reproduced thereon, and that the President or any other officer of the Issuer shall cause the Bonds, as so executed and attested, to be delivered to the Trustee for authentication and the Trustee is hereby requested to authenticate the $6,000,000 aggregate principal amount Bonds; and the form of the Bonds submitted to this meeting as the same appears in the Indenture, subject to appropriate insertion and revision in order to comply with the provisions of said Indenture be, and the same hereby is, approved, and when the same shall be executed on behalf of the Issuer in the manner contemplated by the Indenture and this Ordinance in the aggregate principal amount of $6,000,000, it shall represent the approved form of the Bonds of the Issuer. MM f A ' Section 4. That the President or Village Clerk of the Issuer be and are hereby authorized, empowered and directed to issue and sell to the Purchaser the $6,000,000 aggregate principal amount Bonds, at a price of 100% of the.principal amount thereof, as provided in the Bond Purchase Agreement. Section 5. That from and after the execution and delivery of said documents, the proper officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things, indicating without limi- tation endorsement or assignment of the Note, the Mortgage and the Assignment of Leases and Rents, and to execute all such documents as may be necessary to carry out and comply with the provisions of said documents as executed and to further the purposes and intent of this Ordinance, including the preamble hereto. Section 6. That all acts and doings of the officials of the Issuer which are in conformity with the purposes and intent of this Ordinance and in furtherance of the issuance and sale of the Bonds in the aggregate principal amount of $6,000,000 and the financing of the Project to that amount be, and the same hereby are, in all respects, approved and confirmed. Section 7. That approval is hereby granted of the issuance of the Bonds pursuant to Section 103(k) of the Code. Section 8. That the Issuer elects to have the pro- visions of Section 103(b)(6)(D) of the Code apply to the Bond. Section 9. That the provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. -7- r ; Section 10. That all ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby superseded. Section 11. This Ordinance shall be in full force and effect from and after its passage and approval, in accordance with law. This Ordinance shall not be codified. AYES: 4 - Marienthal,0'Reilly, Hartstein, Glover. NAYES : I - _Stone ABSENT: 1 - Reid PASSED this 17th day of December, 1984. APPROVED this 17th day of December, 1984. fbsident r . . 1 ATTEST:` ? Villag Clerk