1987-026KM &C
3/10/87
Ordinance Number 87 -26
AN ORDINANCE providing for borrowing
money and issuing $6,490,000
Tax Increment Allocation Revenue
Bonds, Series A, Tax Exempt
(Buffalo Grove Town Center District
Tax Increment Redevelopment Project)
of the Village of Buffalo Grove,
Cook and Lake Counties, Illinois,
pursuant to an authorizing Ordinance
previously adopted.
WHEREAS, the Board of Trustees of the Village of Buffalo
Grove, Cook and Lake Counties, Illinois (the "Village "), has
heretofore adopted Ordinance Number 87 -25 of the Village
entitled:
AN ORDINANCE providing for the issuance of
$8,500,000 Tax Increment Allocation Revenue
Bonds (Buffalo Grove Town Center District Tax
Increment Redevelopment Project) of the Vil-
lage of Buffalo Grove, Cook and Lake Counties,
Illinois.
(the "Bond Ordinance "); and
WHEREAS, under the provisions of the Bond Ordinance,
the Village has authorized the issuance of $8,500,000 principal
amount of Tax Increment Allocation Revenue Bonds (the "Bonds ")
for the purpose of paying certain redevelopment project costs in
a redevelopment project area known as the Buffalo Grove Town
Center District Redevelopment Project Area; and
WHEREAS, the definitions set forth in the Bond Ordinance,
unless altered or redefined herein or unless the context or use
indicates that another or different meaning is intended, are
hereby adopted for use herein by reference as if set out herein
in full; and
WHEREAS, the Board of Trustees has determined and does
hereby determine that it is necessary and in the best interests
of the Village that $6,490,000 of the Bonds authorized in the
Bond Ordinance be issued for the purpose of paying a part of the
Project Costs for the Project; and
WHEREAS, no Series A, Tax Exempt Bonds have heretofore
been issued under the authorization of the Bond Ordinance; and
WHEREAS, it is hereby found and determined that the
$6,490,000 in Bonds (the "Series A, Tax Exempt Bonds ") to be
issued under this Ordinance (the "Series A, Tax Exempt
Ordinance ") are authorized under the Bond Ordinance and are for
purppses properly constituting Project Costs in the Project Area
pursuant to the Redevelopment Plan therefor:
. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND
BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE
COUNTIES, ILLINOIS, AS FOLLOWS:
Section 1. Incorporation of Preambles and Pledge of
Taxes and Funds. The preambles hereto are incorporated herein -by
this reference as if set out in full. The pledge of the
Incremental Taxes, the Incremental Taxes Fund and the Sinking
Fund Account, contained in the Bond Ordinance, is hereby ratified
and confirmed.
Section 2. Terms of Bonds. For the purpose of paying
a part of the costs of the Project, there shall be borrowed by,
for and on behalf of the Village the sum of $6,490,000, $5,345,000
of which shall be used for qualified public redevelopment costs,
and the remaining $1,145,000 of which shall be capitalized
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interest. To evidence said loan, the Series A, Tax Exempt Bonds
of the Village shall be issued. The Series A, Tax Exempt Bonds
shall each be designated "Tax Increment Allocation Revenue Bond,
Series A, Tax Exempt (Buffalo Grove Town Center District Tax
Increment Redevelopment Project)"; shall be dated March 1, 1987;
be numbered consecutively from 1 upwards; be of the denomination
of $5,000 or an integral multiple thereof; shall bear interest at
the rate of 10% per annum; and the principal shall become due and
payable on March 1, 1997.
Interest on the Series A, Tax Exempt Bonds shall be
payable on September 1, 1987, and semiannually thereafter on the
first day of March and September in each year. It is intended
that interest on the Series A, Tax Exempt Bonds shall be
excludable from the income of recipients thereof pursuant to
Section 103 of the Internal Revenue Code of 1986.
Section 3. Execution and Payment. The Series A, Tax
Exempt Bonds shall be executed in the manner provided in the Form
of Bond set forth hereinbelow. The Series A, Tax Exempt Bonds
shall be payable in lawful money of the United States of America
at the main office of the Trustee, as provided in the Bond
Ordinance.
Section 4. Form of Bond. Each of the Series A, Tax
Exempt Bonds shall be in substantially the following form:
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REGISTERED
NO.
•
•
(Form of Bond)
UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTIES OF COOK AND LAKE
VILLAGE OF BUFFALO GROVE
TAX INCREMENT ALLOCATION REVENUE BOND,
SERIES A, TAX.EXEMPT
(BUFFALO GROVE TOWN CENTER DISTRICT
TAX INCREMENT REDEVELOPMENT PROJECT)
Interest Maturity
Rate: Date:
Registered Owner:
Principal Amount:
REGISTERED
Dated
Date: March 1, 1987
KNOW ALL MEN BY THESE PRESENTS, that the Village of
Buffalo Grove, Cook and Lake Counties, Illinois (the "Village ")
hereby acknowledges itself to owe and for value received promises
to pay from the source and as hereinafter provided to the Regis-
tered Owner identified above, or registered assigns as hereinafter
provided, on March 1, 1997, the Principal Amount identified above
and to pay interest (computed on the basis of a 360 -day year of
twelve 30 -day months) on such Principal Amount from the date of
this Bond or from the most recent interest payment date to which
interest has been paid at the Interest Rate per annum set forth
above, commencing September 1, 1987 and on each March 1 and
September 1 thereafter until said principal sum is paid. Princi-
pal hereof is payable in lawful money of the United States of
we
America at the principal office of American National Bank and
Trust Company of Chicago, Chicago, Illinois, as bond registrar
and paying agent (the "Bond Registrar "). Payment of interest
shall be made to the Registered Owner hereof on the registration
books of the Village maintained by the Bond Registrar at the
close of business on the 15th day of the month next preceding the
interest payment date and shall be paid by check or draft of the
Bond Registrar mailed to the address of such Registered Owner as
it appears on such registration books or at such other address
furnished in writing by such Registered Owner to the Bond
Registrar.
This bond and each bond of the Series of which it forms
a part (together, the "Bonds "), are issued pursuant to the
Illinois Tax Increment Allocation Redevelopment Act, Illinois
Revised Statutes, Chapter 24, Sections 11- 74.4 -1, et seq. (the
"Act "), and all laws amendatory thereof and supplemental thereto,
and the principal of and interest on the Bonds are payable from
(a) the ad valorem taxes, if any, arising from the taxes levied
upon taxable real property in the Village of Buffalo Grove Town
Center Redevelopment Project Area established by the Village in
accord with the provisions of the Act (the "Project Area ") by any
and all taxing districts or municipal corporations having the
power to tax real property in the Project Area, which taxes are
attributable to the increase in the then current equalized
assessed valuation of each taxable lot, block, tract or parcel of
real property in the Project Area over and above the initial
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equalized assessed value of each such piece of property, all as
certified by the County Clerk of the County of Lake, Illinois, in
accord with the provisions of the Act, plus (b) the taxes, if
any, paid by retailers and servicemen on transactions at places
of business located within the Project Area pursuant to the
Illinois Municipal Retailers' Occupation Tax Act, the Illinois
Municipal Service Occupation Tax Act, the Illinois Retailers'
Occupation Tax Act, the Illinois Use Tax Act, the Illinois Serv-
ice Use Tax Act and the Illinois Service Occupation Tax Act,
which taxes are over and above the aggregate amount of such taxes
as certified by the Illinois Department of Revenue and paid by
retailers and servicemen on transactions at places of business
located in the Project Area during calendar year 1985, less 1.6%
of such amount, all as determined by the Illinois Department of
Revenue in accord with the provisions of the Act (collectively,
the "Incremental Taxes "). The Bonds are being issued for the
purpose of paying the costs of a redevelopment project in the
Project Area, all as more fully described in proceedings adopted
by the President and Board of Trustees of the Village (the "Cor-
porate Authorities "), pursuant to the Act, and in Ordinances
authorizing the issuance of the Bonds adopted by the Corporate
Authorities on the 16th day of March, 1987 (the "Bond Ordinance "),
to all-the provisions of which the holder by the acceptance of
this Bond assents. The Bonds, together with the interest thereon,
are limited obligations of the Village, payable solely from the
collection of the Incremental Taxes and the amounts on deposit in
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the various funds and accounts as provided in the Bond Ordinance.
INCREMENTAL TAXES WITH RESPECT TO PERIODS COMMENCING AFTER
DECEMBER 31, 1996 SHALL NOT BE AVAILABLE FOR THE PAYMENT OF THE
BONDS AND THE INTEREST THEREON. AFTER RECEIPT OF ALL INCREMENTAL
TAXES WITH RESPECT TO THE PERIOD ENDING ON DECEMBER 31, 1996,
WHETHER RECEIVED BY THE VILLAGE BEFORE OR AFTER DECEMBER 31,
1996, AND DISTRIBUTION OF SAME FOR THE PAYMENT OF THE BONDS AND
THE INTEREST THEREON, AND THE DISTRIBUTION OF ANY EXCESS MONIES
PURSUANT TO SECTION 11- 74.4 -8 OF THE ACT AS AMENDED, THE VILLAGE
MAY ADOPT AN ORDINANCE DISSOLVING THE SPECIAL TAX ALLOCATION FUND
FOR THE REDEVELOPMENT-PROJECT AREA AND TERMINATING THE DESIGNATION
OF THE REDEVELOPMENT PROJECT AREA AS A REDEVELOPMENT PROJECT
AREA. For the prompt payment of the principal of and interest on
this Bond the Incremental Taxes are hereby irrevocably pledged.
THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE WITHIN
THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMI-
TATION. NO HOLDER OF THIS BOND SHALL HAVE THE RIGHT TO COMPEL
THE EXERCISE OF ANY TAXING POWER OR ANY USE OF THE GENERAL FUNDS
OF THE VILLAGE FOR PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON.
Under the Act and the Bond Ordinance, the Incremental
Taxes shall be deposited in a special Village of Buffalo Grove
Town Center District Tax Increment Redevelopment Project Area
Special Tax Allocation Fund (the "Fund "), which Fund shall be
held by American National Bank and Trust Company of Chicago,
Chicago, Illinois, as Trustee. Moneys on deposit in the Fund
shall be used first and are pledged for paying the principal of
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and interest on the Bonds and then in making any further required
payments to the funds and accounts as provided by the terms of
the Bond Ordinance.
It is hereby certified and recited that all conditions,
acts and things required by law to exist or to be done precedent
to and in the issuance of this Bond did exist, have happened,
been done and performed in regular and due form and time as re-
quired by law, and the Village hereby covenants and agrees that
it has made provision for the segregation of the Incremental
Taxes and that it will properly account for said taxes and will
comply with all the covenants of and maintain the funds and
accounts as provided by the Bond Ordinance.
This Bond shall not be valid or become obligatory for
any purpose until the certificate of authentication hereon shall
have been signed by the Bond Registrar.
This Bond is transferable by the registered holder
hereof in person or by his attorney duly authorized in writing at
the principal office of the Bond Registrar in Chicago, Illinois,
but only in the manner, subject to the limitations and upon pay-
ment of the charges provided in the Bond Ordinance, and upon sur-
render and cancellation of this Bond. Upon such transfer a new
Bond or Bonds of authorized denominations of the same maturity
and for the same aggregate principal amount will be issued to the
transferee in exchange therefor.
The Bonds are issued in fully registered form in the
denomination of $5,000 each or any integral multiple thereof.
This Bond may be exchanged at the principal office of the Bond
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Registrar for a like aggregate principal amount of Bonds of the
same maturity of other authorized denominations, upon the terms
set forth in the Bond Ordinance.
The Village and the Bond Registrar may deem.and treat
the registered holder hereof as the absolute owner hereof for the
purpose of receiving payment of or on account of principal hereof
and interest due hereon and for all other purposes and neither
the Village nor the Bond Registrar shall be affected by any
notice to the contrary.
. The rights and obligations of the Village and of the
registered owners of Bonds of the series of which this Bond is
one may be modified or amended at any time with the consent of
the Village and of the holders of not less than fifty -one percent
(51 %) in principal amount of outstanding Bonds in the manner, to
the extent, and upon the terms provided in the Bond Ordinance,
provided that no such modification or amendment shall extend the
maturity or reduce the interest rate on or otherwise alter or
impair the obligation of the Village to pay the principal or
interest at the time and place and at the rate and in the cur-
rency provided therein of any Bond without the express consent of
the registered owner of such Bond, or permit the creation of a
preference or priority of any Bond or Bonds over any other Bond
or Bonds, or reduce the percentage of Bonds required for the
affirmative vote or written consent to an amendment or modifica-
tion, all as more fully set forth in the Bond Ordinance.
IN WITNESS WHEREOF, said Village of Buffalo Grove, Cook
and Lake Counties, Illinois, by its President and Board of
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Trustees, has caused this Bond to be signed by the duly autho-
rized manual or facsimile signatures of the Village President and
attested to by the Village Clerk, and its corporate seal or a
facsimile thereof to be impressed or reproduced hereon, all as
appearing hereon and as of the Dated Date identified above.
Village President of Buffalo Grove,
Cook and Lake Counties, Illinois
Attest:
Village Clerk of Buffalo Grove,
Cook and Lake Counties, Illinois
•[SEAL]
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•
Date of Authentication:
CERTIFICATE OF
AUTHENTICATION:
This Bond is one of the
Bonds described in the within
mentioned Ordinance and is one
of the Tax Increment
Allocation Revenue Bonds, Series
A, Tax Exempt (Buffalo Grove Town
Center District Tax Increment
Redevelopment Project),
of the Village of Buffalo Grove,
Cook and Lake Counties,
Illinois, having an original dated
date of March 1, 1987.
•
Bond Registrar:
American National Bank and
Trust Company of Chicago
Paying Agent:
American National Bank and
Trust Company of Chicago
American National Bank and Trust
Company of Chicago, as Bond Registrar
By:
Authorized Officer
(ASSIGNMENT)
FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers
unto
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and
appoint
or its successor
as attorney to transfer the said Bond on the books kept for
registration thereof with full power of substitution in the
premises.
Dated:
Signature guaranteed:
NOTICE: The signature to this assignment must correspond with
the name of the registered owner as it appears upon the
face of the within Bond in every particular, without
alteration or enlargement or any change whatever.
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Section 5. Sale of Series A, Tax Exempt Bonds. The
Series A, Tax Exempt Bonds shall.be executed, as provided in this
Ordinance, promptly after the passage hereof, shall be deposited
with the Trustee, and shall be duly authenticated by the Trustee
and delivered to the purchaser thereof, upon payment of the pur-
chase price agreed upon, the same being not less than $6,490,000,
plus accrued interest to date of delivery. The Bond Purchase
Agreement, for the sale of the Series A, Tax Exempt Bonds to the
Purchaser is-attached hereto as Exhibit A, and is hereby in all
respects ratified, approved and confirmed, it being hereby
declared that no person holding any office of the Village, either
by election or appointment, is in any manner interested, either
directly or indirectly, in his own name or the name of any other
person, association, trust or corporation, in such contract.
Section 6. Funds and Appropriations. The Incremental
Taxes shall be segregated and applied as provided in the Bond
Ordinance. Accrued interest received from the sale of the Series
A, Tax Exempt Bonds shall be deposited into the Principal and
Interest Account of the Incremental Taxes Fund.
Section 7. Arbitrage. The Corporate Authorities cer-
tify and covenant with the purchasers and holders of the Series A,
Tax Exempt Bonds from time to time outstanding, that so long as
any of such Bonds remain outstanding, moneys on deposit in any
fund or account in connection with such Bonds, whether or not
such moneys were derived from the proceeds of such sale of such
Bonds or from any other sources, will not be used in a manner
which will cause such Bonds to be "arbitrage bonds" within the
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meaning of Section 148(a) of the Internal Revenue Code of 1986,
as amended, and any lawful regulations promulgated or proposed
thereunder, including Treas. Reg. Sections 1.103 -13, 1.103 -14 and
1.103 -15, as the same presently exist, or may from time to time
hereafter be amended, supplemented or revised. The Corporate
Authorities reserve the right, however, to make any investment of
such moneys permitted by Illinois law and this Ordinance, if,
when and to the extent that said Section 148 or regulations promul-
gated thereunder shall be repealed or relaxed or shall be held
void by final decision of a court of competent jurisdiction, but
only if any investment made by virtue of such repeal, relaxation
or decision would not, in the opinion of counsel of recognized
competence in such matters, result in making the interest on the
bonds subject to federal income taxation.
The officers of the Village are hereby authorized and
directed to make such further covenants, estimates, representa-
tions, or assurances as may be necessary or advisable to the end
that the Series A, Tax Exempt Bonds not be "arbitrage bonds" as
aforesaid.
Section 8. Effective Date. This Ordinance shall be in
full force and effect immediately upon its passage and approval
as provided by law. This Ordinance will not be codified.
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Passed on March 16, 1987.
AYES: 4 - Marienthal, Glover, Reid, President Clayton
NAYS: 1 - Kowalski
ABSENT • 2 - O'Reilly, Shields
Attest:
killla'�ge Clerk of Buffalo
Grove, Cook and Lake
Countile`s-, I l l ' not s
(SEAL)
X� /
(932/R)
Village President of Buf to
Grove, Cook and Lake Counties,
Illinois
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• KM &C
3/9/87
EXHIBIT A
BOND PURCHASE AGREEMENT
(Series A)
•
THIS BOND PURCHASE AGREEMENT (Series A), dated as of March 16,
1987, is by and between the Village of Buffalo Grove, Cook and
Lake Counties, Illinois, a municipality duly organized and val-
idly existing under the laws and Constitution of the State of
Illinois (the "Issuer "), and Buffalo Grove Town Center Partner-
ship, an Illinois Limited Partnership (the "Purchaser ").
SECTION 1. Representations and Warranties.
The Issuer represents and warrants that:
1.1. Authority. Pursuant to the Tax Increment Alloca-
tion Redevelopment Act, as amended (the "Act "), the Issuer has
heretofore approved a'Redevelopment Plan and Project (the "Plan ")
and designated a Redevelopment Project Area (the "Area ") within
its corporate limits and in connection therewith has adopted tax
increment allocation financing in order to pay a portion of the
redevelopment project costs for the project described in the
Plan. By Ordinance Number 91 -25 , adopted by the President and
the Board of Trustees of the Issuer on the 16th day of March,
1987 (the "Bond Ordinance "), the Issuer has authorized a total of
$8,500,000 Tax Increment Allocation Revenue Bonds (Buffalo Grove
Town Center District Tax Increment Redevelopment Project), and by
Ordinance Number $'►- also adopted on March 16, 1987 (the
"Series A, Tax Exempt Ordinance "), the Issuer has authorized
issuance of $6,490,000 in Series A, Tax Exempt Bonds. The Issuer
further warrants and represents that the execution and delivery
of this Bond Purchase Agreement (Series A) and the Series A, Tax
Exempt Bonds are within its authority, have been duly authorized
by proper proceedings, and will not contravene any provision of
applicable law or any judgment, action, decree, agreement or
instrument binding on it and that the Bond Ordinance and the
Series A, Tax Exempt Ordinance were duly adopted by the Issuer
and are in full force and effect without amendment thereto.
1.2. Use of Proceeds. The accrued interest received
by the Issuer upon the sale of the Series A, Tax Exempt Bonds and
capitalized interest in an amount equal to $1,145,000 will be
deposited into the Principal and Interest Account of the Incre-
mental Taxes Fund as provided in the Bond Ordinance. From the
balance of the proceeds of the Series A, Tax Exempt Bonds an
amount shall be allocated and shall be held and disbursed for the
payment of expenses incurred in the issuance of the Series A, Tax
Exempt Bonds and all remaining proceeds shall be deposited into
the Project Funds, all as provided in the Bond Ordinance. The
Issuer further represents and warrants that funds on deposit in
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the Project Funds shall be used only to pay or to reimburse the
Issuer for Project Costs as defined in the Bond Ordinance.
1.3. Litigation and Governmental Authorization. There
is no action or proceeding pending, or to the knowledge of the
Issuer, threatened by or against the Issuer before any court or
administrative agency which might adversely affect the authority
or ability of the Issuer to perform its obligations under the
Bond Ordinance, the Series A, Tax Exempt Ordinance or the Series A,
Tax Exempt Bonds. All authorizations, consents and approvals of
governmental bodies or agencies required in connection with the
execution and delivery of the Series A, Tax Exempt Bonds and this
Bond Purchase Agreement (Series A), or in connection with the
carrying out by the Issuer of its obligations under the Series A,
Tax Exempt Bonds and this Bond Purchase Agreement (Series A),
have been obtained.
SECTION 2. The Series A, Tax Exempt Bonds.
2.1. Issuance of the Bonds. The Purchaser agrees,
upon the terms and subject to the conditions contained in this
Bond Purchase Agreement (Series A), to purchase from the Issuer,
and -the Issuer agrees to issue and sell to the Purchaser, the
Series A, Tax Exempt Bonds in the aggregate principal amount of
$6,490,000 at a purchase price equal to 100% of the principal
amount of the Series A, Tax Exempt Bonds, plus accrued interest,
if any, to the date of delivery, which purchase price shall be
paid in immediately available funds. The Series A, Tax Exempt
Bonds shall be designated "Village of Buffalo Grove, Cook and
Lake Counties, Illinois, Tax Increment Allocation Revenue Bonds,
Series A, Tax Exempt (Buffalo Grove Town Center District Tax
Increment Redevelopment Project) ", shall be dated March 1, 1987,
and shall also bear the date of authentication thereof, shall be
numbered consecutively from 1 upwards with no two Bonds to bear
the same number, shall bear interest on the outstanding principal
amount of the Bonds at the rate of ten percent (10 %) per annum,
computed as if each calendar year consisted of 360 days and each
calendar month consisted of 30 days, payable on September 1 and
March 1 of each year commencing September 1, 1987, until the
principal thereof shall become due and payable and shall mature
on March 1, 1997, and shall be substantially in the form set
forth in, and subject to the terms and provisions of the Bond
Ordinance and the Series A, Tax Exempt Ordinance. The Series A,
Tax Exempt Bonds shall not be deemed to constitute an indebted-
ness of the Issuer within the meaning of any constitutional or
statutory provision or limitation, but are limited obligations of
the Issuer, payable solely from the collection of Incremental
Taxes as defined in the Bond Ordinance and the Series A, Tax
Exempt Ordinance and the amounts on deposit in the various funds
and accounts as provided in the Bond Ordinance. No owner of any
Series A, Tax Exempt Bond shall have the right to compel any
exercise of the taxing power or any use of the general funds of
the Issuer to pay such Bonds or the interest thereon.
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2.2. Closing. The purchase of the Series A, Tax
Exempt Bonds shall take place at the offices of Keck, Mahin &
Cate, 8300 Sears Tower, 233 S. Wacker Drive, Chicago, Illinois,
on such date not later than June 1, 1987, or on a subsequent date
to be agreed upon in writing by the Purchaser and the Issuer.
2.3. Conditions of Purchase of the Bond. The obliga-
tion of the Purchaser to purchase the Series A, Tax Exempt Bonds
hereunder is conditioned upon:
(1) the fact that at the conclusion of such sale and
after the application of any proceeds therefrom no Event of
Default specified in the Bond Ordinance and no event which,
with the giving-of notice or lapse of time or both, would
become such an Event of Default or event of default there-
under shall have occurred and be continuing;
(2) the fact that the representations and warranties of
the Issuer contained or referred to in Section 1 hereof are
true and correct on and as of such date of purchase;
(3) receipt by the Purchaser of the Series A, Tax
.Exempt Bonds;
(4) receipt by American National Bank and Trust Company
of Chicago, as Trustee under the Bond Ordinance (the "Trus-
tee"), of fully executed copies of this Bond Purchase Agree-
ment (Series A) and a certified copy of the Bond Ordinance
and the Series A, Tax Exempt Ordinance;
(5) receipt by the Purchaser of an opinion of counsel
for the Issuer, dated the date of such purchase and in form
and substance satisfactory to Messrs. Keck, Mahin & Cate and
the Trustee;
(6) receipt by the Purchaser of an opinion of
Messrs. Keck, Mahin & Cate, Chicago, Illinois, as bond coun-
sel, in a form acceptable to the Trustee, to the effect that
the Series A, Tax Exempt Bonds have been duly authorized,
executed and delivered and constitute the legal, valid and
binding obligations of the Issuer, enforceable in accordance
with their terms and to the further effect that interest
paid on the Series A, Tax Exempt Bonds will be excludable
from the gross income of the recipients thereof for Federal
income tax purposes, provided that the Issuer complies with
the terms, conditions and covenants of the Bond Ordinance
and the Series A, Tax Exempt Ordinance;
The receipt by the Issuer of payment by the Purchaser of the pur-
chase price of the Series A, Tax Exempt Bonds under Section 2.1
hereof shall be deemed to be a representation and warranty by the
Issuer as of the date of such receipt as to the facts relative to
the Issuer specified in Subsections (1) and (2) above.
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SECTION I
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Covenants.
3.1. The Issuer reaffirms
nants and agreements contained in the
Series A, Tax Exempt Ordinance.
to the Purchaser its cove -
Bond Ordinance and the
3.2. The Purchaser acknowledges that in purchasing the
Series A, Tax Exempt Bonds it is not relying on any representa-
tions of the Issuer with respect to the financial quality of the
Series A, Tax Exempt Bonds. The Purchaser is relying solely on
its own knowledge and investigation of the facts and circumstances
relating to the purchase of the Series A, Tax Exempt Bonds. The
Purchaser hereby waives any claims that it may have against the
Issuer or the Village President or the Village Clerk of the
Issuer, or any agents or employees of the Issuer arising out of
any action they have taken or should have taken in the authoriza-
tion, issuance or sale of the Series A, Tax Exempt Bonds or with
respect to any statement or representation made by the Issuer in
connection with the authorization, issuance and sale of the
Series A, Tax Exempt Bonds.
3.3. The Purchaser acknowledges that it has knowledge
and experience in financial and business matters and is capable
of evaluating the merits and risks of purchasing the Series A,
Tax Exempt Bonds.
3.4. The Issuer has made available to the Purchaser,
during the course of the transaction and prior to the purchase of
the Series A, Tax Exempt Bonds, the opportunity to ask questions
and receive answers from the Issuer concerning the terms and con-
ditions of the Series A, Tax Exempt Bond offering and to obtain
any additional information relative to the financial data and
business of the Issuer, to the extent that the Issuer possesses
such information or can acquire it without reasonable effort or
expense.
3. -5. The Purchaser understands that the Series A, Tax
Exempt Bonds have not been registered under the Securities Act of
1933, as amended, and that such registration is not legally
required. The Purchaser represents that it is purchasing the
Series A, Tax Exempt Bonds for investment for its own account and
not with the present view of transferring the Series A, Tax
Exempt Bonds in such a manner that would require registration
under the Securities Act of 1933, as amended.
3.6. It is agreed that in any event that the Purchaser
sells, assigns, or otherwise transfers any Series A, Tax Exempt
Bond to any other holder, it will do so only in accordance with
the then applicable provisions of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, and
applicable state securities laws and the Trustee may, as and to
the extent provided in the Bond Ordinance, exercise any and all
rights the Purchaser, or any owner of any Series A, Tax Exempt
Bond may have as a bondholder under the authority of the Series A,
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Tax Exempt Bond and the Bond Ordinance on behalf of the owners of
the Series A, Tax Exempt Bonds.
SECTION 4. Miscellaneous.
4.1. Limitation. Anything in this Bond Purchase
Agreement (Series A) to the contrary notwithstanding, no official,
agent or employee of the Issuer shall be personally liable on
this Bond Purchase Agreement (Series A) or any contract or obli-
gation executed pursuant hereto.
4.2. Notices. All notices, demands or other communi-
cations hereunder shall be in writing, and shall be deemed to
have been given when the same are (i) deposited in the United
States mail, and sent by first class mail, postage prepaid, or
(ii) delivered, in each case, to the parties at the addresses set
forth below or at such other address as a party may from time to
time designate by notice to the other parties.
(a) if to the Issuer, at Village Hall, 50 Raupp Blvd.,
Buffalo Grove, Illinois 60089, Attention: Village Clerk;
and
(b) if to Purchaser, at BGI, Inc., c/o Melvin Simon &
Associates, Inc., Merchants Plaza, P.O. Box 7033, Indian-
apolis, Indiana, 46207, Attention: Randolph L. Foxworthy,
Vice President.
4.3. Term of Agreement. The term of this Agreement
shall be until the termination of the Purchaser's obligation to
purchase the Series A, Tax Exempt Bonds hereunder or until the
payment in full of the Series A, Tax Exempt Bonds.
4.4. Copies of Certificates, etc. Whenever the Issuer
is required to deliver notices, certificates, opinions, state-
ments or other information hereunder to the Trustee or the Pur-
chaser, it shall do so in such number of copies as the Trustee or
the Purchaser shall reasonably specify.
4.5. No Waivers. No failure or delay by the Purchaser
in exercising any right, power or privilege hereunder shall oper-
ate as a waiver thereof, nor shall any single or partial exercise
thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege.
4.6. Governing Law. This Bond Purchase Agreement
(Series A) and the Series A, Tax Exempt Bonds shall be deemed to
be contracts made under, shall be construed in accordance with,
and shall be governed by the laws of the State of Illinois.
4:7. Changes, Waivers, etc. Neither this Bond Purchase
Agreement (Series A) nor any provisions hereof may be changed,
waived, discharged or terminated, except by a statement in writ-
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Ass
0 0
ing signed by each party against which enforcement of the change,
waiver, discharge or termination is sought.
4.8. Counterparts. This Bond Purchase Agreement
(Series A) may be signed in any number of counterparts with the
same effect as if the signature thereto and hereto were upon the
same instrument. Complete sets of counterparts shall be lodged
with the Issuer and the Trustee.
IN WITNESS WHEREOF, the Issuer has
Purchase Agreement (Series A) to be executed
attested by its duly authorized officers and
to be affixed hereon, and the Purchaser has
Purchase Agreement (Series A), all as of the
written.
(SEAL)
ATTEST:
Villa Clerk
nmmc1cm _
(932/P)
caused this Bond
in its name and
its corporate seal
:xecuted this Bond
date first above
VILLAGE OF BUFFALO GROVE, ILLINOIS
BY. ��-
Village President
PURCHASER:
BY:
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Randolph t/, Foxworthy,
Vice President, BGI, Inc.,
as General Partner of Buffalo
Grove Associates, an Illinois
Limited Partnership, as
General Partner of Purchaser
0 0
STATE OF ILLINOIS )
) SS
COUNTY OF L A K E )
AND COOK
CERTIFICATION OF ORDINANCE AND MINUTES
I, the undersigned, do hereby certify that I am the
duly qualified and acting Village Clerk of the Village of Buffalo
Grove, Cook and Lake Counties, Illinois, (the "Village "); and as
such officer I am the keeper of the books, records, files, and
journal of proceedings of the Corporate Authorities of the Village
(the "Corporate Authorities ").
I do further certify that the foregoing constitutes a
full, true and complete transcript of the minutes of the legally
convened meeting of the Corporate Authorities held on the 16th
day of March, 1987, insofar as same relates to the adoption of an
Ordinance number "87 -26 and entitled:
AN ORDINANCE providing for borrowing money
and issuing $6,490,000 Tax Increment
Allocation Revenue Bonds, Series A, Tax
Exempt (Buffalo Grove Town Center District
Tax Increment Redevelopment Project) of the
Village of Buffalo Grove, Cook and Lake
Counties, Illinois pursuant to an authorizing
Ordinance previously adopted,
a true, correct and complete copy of which said Ordinance as
adopted at said meeting appears in the foregoing transcript of
the minutes of said meeting.
I do further certify that the deliberations of the
Corporate Authorities on the adoption of said Ordinance were
taken openly; that said meeting was held at a specified time and
place convenient to the public; that notice of said meeting was
duly given to all newspapers, radio or television stations, and
other news media requesting such notice; that said meeting was
called and held in strict accordance with the provisions of "AN
ACT in relation to meetings," approved July 11, 1957, as amended;
and that the Corporate Authorities have complied with all of the
applicable provisions of said Act and their procedural rules in
the adoption of said ordinance.
IN WITNESS WHEREOF, I have hereunto affixed my official
signature and the seal of the Village, this 16th day of
March , 1987.
(SEAL)
Village' Clerk
(932/P)
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