1981-45 RESOLUTION #81 - 45
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, Chapter 3.20.
NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT 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,
and 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 Project (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 $10,000,000, 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 identify 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 Development 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
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PASSED: September 14 , 1981 .
APPROVED: September 14 , 1981 .
".-t-- ' :7<""<*---- --
J /Village President
ATTEST:
:Vlage Clerk
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TCH/02K 9/08/81 47800-00-025
MEMORANDUM OF
AGREEMENT OF INTENT TO ISSUE BONDS
THIS MEMORANDUM OF AGREEMENT OF INTENT TO ISSUE BONDS,
entered into as of the ) /'t% day of September, 1981, by and
between the Village of Buffalo Grove, an Illinois municipal
corporation and a home rule unit of government, (the "Village" )
and County Line Partners, a joint venture, (the "User" ) pur-
suant to the power granted by Village Ordinance 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 purpose 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, industrial 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 systematically improve
certain land in connection with the creation of an industrial
park facility within the Village (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 expan-
sion, 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 of 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) ,
u
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 constructing
the Project, and the Village and the User deem it desirable
and proper that this Memorandum Agreement of Intent to Issue
Bonds constitute a formal record of such agreement and under-
standing 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 the Village to issue, the Bonds in the aggregate
principal amount now estimated not to exceed $10, 000, 000 to
provide the funds to defray all or part of the cost of the
construction 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
provided 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 Agreement
of Intent to Issue Bonds shall constitute "some other similar
official action" toward the issuance of the Bonds within the
meaning of Section 1 . 103-8a of the Treasury regulations issued
pursuant to Section 103 (b) of the Internal 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
benefits, covenants and agreements herein expressed, the
Village and the User agree as follows:
1. The User may commence with the construction 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
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or agency of the State within the meaning of any State consti-
tutional 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 ruling
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 pro-
ceeds 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 accomplishing 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 conditions
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.
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ftpie
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 transaction involving
a particular series of Bonds submitted pursuant to this para-
graph 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
Project 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 condi-
tions contained herein) shall include any cost of acquiring,
constructing, reconstructing, improving and expanding the
Project as provided in the Enabling Act. Without limiting
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
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 feasi-
bility and practicability of constructing, reconstructing,
improving and expanding the Project, administrative expenses
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and such other expenses as may be necessary or 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 connection 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 reasonably required to verify any
of the Project Costs enumerated in this paragraph. The User
agrees that it will be responsible 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 there-
with.
(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 Memoran-
dum 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 in-
tends to seek the issuance and sale of Bonds, the User shall
be deemed to have abandoned its efforts 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.
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9. All notices hereunder shall be in writing and shall
be deemed properly served if delivered by hand to the addressee
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
successors 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 venturer
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.
However, 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 Memo-
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randum or under any instrument subsequently delivered in
connection with the transaction contemplated by this Memoran-
dum.
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; -T By
President
se& etary 1_!.ki-.RYA- 5- 411_
(SEAL)
COUNTY NE PARTNERS
By
General Pa er
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