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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 -2- 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: -3- 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 -5- k • • 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 We 0 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 -7- 0 0 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 -8- 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 0 0 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] -10- • 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. -11- 0 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 -12- 0 0 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. -13- 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 -14- • 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 -15- 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. -16- 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. -17- SECTION I 0 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, -18- 0 0 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- _19- 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: -20- 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) -21-