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1981-44 RESOLUTION #81 - 44 A RESOLUTION REGARDING THE AUTHORIZATION OF INDUSTRIAL REVENUE BONDS FOR COUNTY LINE PARTNERS , A JOINT VENTURE WHEREAS, COUNTY LINE PARTNERS, a joint venture (the "Applicant") has applied to the VILLAGE OF BUFFALO GROVE, an Illinois Municipal Corporation and a home rule unit of government, (the "Village") for aid in the financing of improvements to an industrial park (the "Project") to be principally located in the Village; and WHEREAS , the Project is to consist of the construction of certain improvements on certain land (the "Land") in connection with the creation of an industrial park; and WHEREAS, the Village is authorized by Village Ordinance 80-7 and by Section 6(a) of Article 7 of the Illinois Constitution of 1970 to issue Industrial Development Revenue Bonds to finance the Project; and WHEREAS, in the opinion of the President and Board of Trustees of the Village, the purposes for which Village Ordinance 80-7 was enacted will be served by the financing of this Project pursuant to said ordinance and to the Village Municipal Code, Title 3, ch. 3.20. NOW, THEREFORE, BE IT RESOLVED BY THE PRESENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, that: 1 . The Memorandum of Agreement of Intent to Issue Bonds attached hereto as Exhibit A and incorporated herein ("Memorandum of Intent") , is approved, dnd that the President of the Village Board of Trustees and the Village Clerk are hereby directed to execute on behalf of the Village the Memorandum of Intent substantially in the form attached hereto as Exhibit A and such additional memoranda as Applicant and the Village conclude are desirable. 2. The Village is hereby authorized (1 ) to make such loans secured by the Land or the rroject (or other security the Village deems appropriate) all as proposed by applicant pursuant to the Memorandum of Intent to provide funds to defray all or part of the costs of the development of the Project, and (2) to borrow the money necessary to finance this Project by issuing its Industrial Development Revenue Bonds in the aggregate principal amount now estimated not to exceed $1 ,000,000.00, subject however, to the condition that before this Village shall borrow any such money, issue any of its Industrial Development Revenue Bonds, or lend any money to Applicant (a) the Applicant shall submit to the Village a certificate, signed by a joint venturer of the Applicant, stating that the identity of the joint venturers and the joint venture structure of Applicant remains unchanged from that existing on the later of the date hereof or the date of the last such certificate delivered to the Village, on the basis of which the Village issued its Industrial Development Revenue Bonds (or, if there is any such change, this Village shall have approved such change) and (b) this Village shall approve the specific terms and conditions of any particular borrowing, lending and Industrial Development Revenue Bonds issued in connection therewith, all of such approvals not to be unreasonably withheld or delayed, all as provided in the Memorandum of Intent. 3. The proper officers of this Village be and they are hereby authorized and empowered to execute, acknowledge and deliver, for and on behalf of and in the name of this Village and under its seal such agreements and documents as may be necessary to borrow and lend money and issue its Industrial Develop- ment Revenue Bonds as may be necessary for the Project, subject to the limitations provided above and in the Memorandum of Intent, and to do such other acts as may be necessary to consummate this transaction; provided, however, that this Village shall incur no general liabilities thereby. 4. All resolutions or orders of this Village (or any parts of any such resolutions or orders) in conflict with this resolution or the Memorandum of Intent are, to the extent of such conflict, hereby repealed and this resolution shall be in immediate effect from and after its adoption. AYES : 5 - Marienthal , Stone, O' Reilly, Hartstein, Gerschefske NAYES: 0 - None ABSENT: 0 - None ABSTAIN: 1 - Schwartz -2- • PASSED: September 14 , 1981 . APPROVED: September 14 , 1981 . i lage President ATTEST: Village Clerk- _ -3- B-M/01B 9/29/81 " 47800-00-026 MEMORANDUM OF AGREEMENT OF INTENT TO ISSUE BONDS THIS MEMORANDUM OF AGREEMENT OF INTENT TO ISSUE BONDS, entered into as of the Not. day of September, 1981, by and between the Village of Buffalo Grove, an Illinois municipal corporation and a home rule unit of government, (the "Vill- age") and County Line Partners, a joint venture (the "User") , pursuant to the power granted by Village Ordinance No. 80-7 and by Section 6(A) of Article 7 of the Illinois Constitution of 1970 and for the purpose of carrying out the public pur- pose set forth in the Village Ordinance No. 80-7 and Village Municipal Code, Title 3, ch. 3.20 (the "Enabling Ordinance") , including the promotion and development of commercial, indus- trial and manufacturing enterprises to promote and encourage employment and the public welfare. WITNESSET H: WHEREAS, the Village is authorized to make loans for the purpose of providing financing for all or part of the costs of a development project, and the Village is further authorized to issue its bonds for the purpose of financing all or part of the costs of a project; and WHEREAS, the User desires to construct certain site improvements on certain land in the Village in connection with the creation of an industrial park (the "Project" ) which land is more particularly described in Exhibit "A" attached hereto and made a part hereof. The Project is suitable for the promotion of commercial and industrial development and expansion, the promotion of employment in the Village and for use by commercial, manufacturing or industrial enterprises; and WHEREAS, the Village is authorized to issue the bonds hereinafter described, which bonds shall never constitute an indebtedness or pledge of the faith and credit of the Village, or any other political corporation, subdivision or agency of the State of Illinois (the "State" ) within the meanings of any State constitutional or statutory provision, and shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other funds of the Village but shall be paid from funds derived from or in connection with the sale or lease of the Project or the loan of funds to finance the Project, or other cash flow of the User; and WHEREAS, to promote and encourage employment and the public welfare, the Village agrees to issue at the request of the User (but subject to the conditions set forth below) , one or more series of the Village industrial development revenue bonds (the "Bonds" ) for the purpose of loaning the proceeds to the User in order to provide temporary or perma- nent financing of all or part of the cost of the Project, and the Village and the User deem it desirable and proper that this Memorandum of Agreement of Intent to Issue Bonds constitute a formal record of such agreement and understanding in order that the User may proceed with or provide for the acquisition and construction of the Project; and WHEREAS, the User has evidenced a desire to cooperate with the Village in the construction of the Project and has requested the Village to authorize, and in the future will request to the Village to issue the bonds in the aggregate principal amount now estimated not to exceed $1,000,000 to provide the funds to defray all or part of the cost of the Project; and WHEREAS, the Village and the User contemplate that the repayment by the User to the Village of the proceeds of the Bonds which may be loaned to the User for the purposes pro- vided above will be sufficient to pay the principal of and any premium and interest on the Bonds; and WHEREAS, it is intended that this Memorandum of Agree- ment of Intent to Issue Bonds shall constitute "some other similar official action" toward the issuance of the Bonds within the meaning of Section 1. 103-8(a) of the Treasury regulations issued pursuant to Section 103(b) of the Inter- nal Revenue Code of 1954, as amended (the "Code") ; NOW, THEREFORE, in consideration of the premises and other good and valuable consideration and of the mutual bene- fits, covenants and agreements herein expressed, the Village and the User agree. as follows: 1. The User may commence with the development of the Project, which Project will be in furtherance of the public purposes of the Village as aforesaid. On or prior to the issuance of any series of Bonds, at the User' s request and subject to the satisfaction of the conditions provided in paragraph 3 below, the User and the Village will enter into a loan agreement on an installment payment basis under which the Village will make a loan to the User for the purpose of providing temporary or permanent financing of all or part of the Project Costs (as that term is defined in paragraph 6 hereof) and the User will make installment payments suffi- cient to pay the principal of, and any premium and interest on, such series of Bonds. The Bonds shall never constitute an indebtedness or pledge of the faith and credit of the Village or of any other political corporation, subdivision or agency of the State within the meaning of any State con- -2- stitutional or statutory provision, and the Bonds shall never be paid in whole or in part out of any funds raised or to be raised by taxation or any other funds of the Village. 2. On receipt of a ruling from the Internal Revenue Service (or the opinion of any of Borge and Pitt, Chapman and Cutter, Isham, Lincoln & Beale or Carlson & Froehlich or other bond counsel acceptable to the Village) that interest paid on the Bonds is exempt from federal income taxation and subject to the conditions contained in paragraph 3 of this Memorandum, the Village hereby agrees to issue, pursuant to the terms of the Enabling Ordinance, the Bonds, or from time to time the portion thereof as may be the subject of such ruling or opinion as aforesaid, in an appropriate principal amount not exceeding that which is the subject of such rul- ing or opinion as aforesaid, maturing in such amount and times, bearing interest at the rates, payable on the dates and having such optional and mandatory redemption features and prices as are approved in writing by the User and to loan the proceeds thereof to the User. The Village will, subject to compliance with the conditions contained in this paragraph 2 and in paragraph 3 hereof, cooperate to the fullest extent with the User in facilitating and accom- plishing the issuance, sale and delivery of the Bonds to the Purchaser or Purchasers designated by the User and in the loaning of the proceeds thereof to the User for the purposes aforesaid. 3. The Village' s obligations under this Memorandum to issue Bonds and loan the proceeds thereof to the User are subject to the conditions (in addition to all other condi- tions contained herein) that, prior to the issuance of any particular series of Bonds issued pursuant hereto and to the loan to the User of the proceeds of such series of Bonds: (a) the User shall submit to the Village a certi- ficate, signed by a joint venturer of the User, stating that the identity of the joint venturers and the joint venture structure of the User remains unchanged from that existing on -the later of the date hereof or the date of the last such certificate delivered to the Village, on the basis of which the Village issued its Bonds (or, if there is any such change, the Village shall have approved such change) , and (b) the Village shall have approved the specific terms and conditions of such Bond transaction and the loan to the User in connection there- with. -3- The Village agrees that its consent and approval required under this paragraph 3 shall not be unreasonably withheld or delayed and that the Village will take final action with respect to a requested approval of any trans- action involving a particular series of Bonds submitted pursuant to this paragraph 3 within forty-five (45) days following receipt by the Village of a request by the User for approval, accompanied by such materials as the Village may reasonably require to make its decision. 4. The Village and the User agree that the Bonds may be issued and the proceeds thereof loaned to the User either at one time or in several series from time to time as the User shall request in writing; provided, however, that the parties agree that the Bonds will be issued in an aggregate principal amount as will not exceed the amount which is the subject of a ruling or rulings or opinion or opinions as aforesaid. A request in writing for issuance of one or more series of Bonds shall not affect the obligation hereunder of the Village (subject to the conditions stated hereunder) to issue the remaining Bonds as written requests therefor are received. It is further agreed that the proceeds of the Bonds or portions thereof, whether or not issued in a series, shall not be invested so as to constitute the Bonds or a portion thereof as arbitrage bonds within the meaning of Section 103(c) of the Code and applicable regulations promul- gated pursuant thereto. 5. The payment of the principal of and any premium and interest on the Bonds shall be made solely from moneys realized from the sale or lease of the Project or other cash flow of the User or from moneys realized from the loan of the proceeds of the Bonds to finance all or part of the Pro- ject Costs. 6. The costs of the Project (hereinafter the "Project Costs" ) which will be payable or reimbursable to the User from the Bond proceeds (subject to satisfaction of the con- ditions contained herein) shall include any cost of acquir- ing, constructing, reconstructing, improving and expanding the Project as provided in the Enabling Act. Without limit- ing the generality of the foregoing, the Project Costs shall specifically include the cost of all machinery and equipment, financing charges, interest prior to and during construction and for one year after completion of construction of each site improvement whether or not capitalized, necessary reserve funds, cost estimates •and costs of engineering and legal services, plans, specifications, surveys, estimates of revenue, other expenses necessary or incident to determining the feasibility and practicability of constructing, recon- structing, improving and expanding the Project, administra- tive expenses and such other expenses as may be necessary or -4- • incident to the construction, reconstruction, improvement and expansion of the Project, the placing of the Project in operation, all costs and expenses of the Village in connec- tion with the transaction contemplated by this Memorandum which the User must pay under paragraph 8(a) hereof or otherwise and all incidental expenses, costs and charges relating to the Project not enumerated above. The parties agree, upon request, to provide or to cause to be provided to each other any data or information which may be reason- ably required to verify any of the Project Costs enumerated in this paragraph. The User agrees that it will be respon- sible for any Project Costs which are not or cannot be paid or reimbursed from the proceeds of the Bonds. 7. The Village and User acknowledge and agree that a primary inducement to the User in constructing the Project in" the Village is the intent and willingness of the Village to finance the acquisition, construction and equipping of the Project through the issuance of its Bonds. 8. (a) Upon issuance and sale of any series of Bonds, the User shall pay to the Village all reasonable costs and expenses actually incurred by the Village in connection therewith. (b) In the event that the User elects not to pro- ceed with the issuance or sale of the Bonds (or any series thereof) for any reason after application for approval of a specific Bond series is made by the User to the Village, the User shall so notify the Village in writing and shall promptly pay to the Village all reasonable costs and expenses actually incurred by the Village in connection with such application prior to such notification. Upon such payment, the User shall have no obligation to the Village, under this Memorandum or otherwise, with respect to the Bonds which were the subject of such notice. (c) In the event that the Village determines, in its reasonable judgment, that the User has abandoned its efforts to have any Bonds issued and sold, the Village shall so notify the User in writing. Unless the User notifies the Village in writing, within fifteen (15) days following receipt by the User of the Village' s notice, that the User still intends to seek the issuance and sale of Bonds and shall promptly pay to the Village all reasonable costs and expenses actually incurred by the Village in connection with the transaction which is the subject of this Memorandum. Upon such payment, the User shall have no obligation to the Village under this Memorandum or otherwise. -5- 9. All notices hereunder shall be in writing and shall be deemed properly served if delivered by hand to the add- ressee thereof or if sent, postage prepaid, by United States certified Mail, return receipt requested, If to the Village: Village of Buffalo Grove 50 Raupp Boulevard Buffalo Grove, Illinois 60090 Att: Village Manager or If to User: c/o Lexington Development Corporation 1155A West Dundee Road Arlington Heights, Illinois 60004 Att: Ronald J. Benach or to such other address or addressee as the Village or the User shall designate to the other in the manner provided herein for the service of notices. 10. All rights under this Memorandum shall inure to the benefit of the parties hereto and their respective suc- cessors and assigns, subject however, to paragraphs 3 and 8 hereof. 11. This Memorandum may be executed in separate counter- parts, all of which, when executed by all parties, shall be deemed a single instrument. The Memorandum of Agreement of Intent to Issue Bonds and accompanying authorizing resolution shall be deemed and construed a resolution authorizing the issuance of the Bonds and other similar official action of the Village, acting by and through its Board of Trustee, toward the issuance of the Bonds as herein contemplated, all, however subject to the conditions contained herein. The Village acknowledges and agrees that no joint ven- turer of the User (nor any partner in any such joint venturer) shall have any personal liability under this Memorandum or under any instrument subsequently delivered in connection with the transaction contemplated by this Memorandum. How- ever, nothing contained in this paragraph shall be deemed to limit any liability of the User hereunder [as opposed to the personal liability of any joint venturer of the User (or any partner in such joint venturer) ] arising under this Memoran- -6- �./ ` dum or under any instrument subsequently delivered in connec- tion with the transaction contemplated by this Memorandum. IN WITNESS WHEREOF, the Village acting pursuant to a resolution of its Board of Trustees and County Line Partners have caused this Memorandum of Agreement of Intent to Issue Bonds to be executed and attested by their duly authorized officers as of the year and date first above written. VILLAGE OF BUFFALO GROVE ATTEST: By -r� President Secretary (SEAL) COUNTY i E PARTNERS • `.4( By 1�t. eneral Par M r -7-