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1983-09-06 - Resolution 1983-28 - AUTHORIZING THE EXECUTION AND DELIVERY OF A MEMORANDUM OF AGREEMENT WITH CHICAGO TITLE AND TRUST COMPANY RESOLUTION NO.83-28 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MEMORANDUM OF AGREEMENT WITH CHICAGO TITLE AND TRUST COMPANY, NOT INDIVIDUALLY BUT AS TRUSTEE UNDER TRUST AGREEMENT DATED JULY 27, 1983, AND KNOWN AS TRUST NUMBER 1083934, JOHN MANGEL II AND JOEL G. CAPLAN, REGARDING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $1,250, 000. WHEREAS, Chicago Title and Trust Company, not individually but as Trustee under Trust Agreement dated July 27, 1983, and known as Trust Number 1083934 (the "Land Trust") , either by itself or by its designee, wishes to finance the acquisition of certain real estate and the construction of a building thereon, and John Mangel II of 156 Abington Avenue, Kenilworth, Illinois 60043, and Joel G. Caplan of 1739 Clavinia Avenue, Deerfield, Illinois 60015, the beneficiaries of the Land Trust (the "Beneficiaries") , either by themselves or by their respective designees, wish to finance the acquisition of machinery, equipment and related property to be installed in said building: and WHEREAS, said land, building, machinery, equipment and related property (the "Project") are to be located in the Village of Buffalo Grove, Illinois, and leased to and used by Long Grove Confectionery Co. , an Illinois corporation, in the manufacture and distribution of confectionery products, and the Land Trust and the Beneficiaries wish to have the Village of Buffalo Grove, Cook and Lake Counties, Illinois, a municipality and a home rule unit of government duly organized and validly existing under the Constitution and the laws of the State of Illinois (the "Issuer") , issue its revenue bonds to provide the financing for all or a portion of the cost of the acquisition, construction and installation of the Project; • WHEREAS, the Issuer is a municipality and a home rule unit of government under the 1970 Constitution of the State of Illinois, and pursuant to its home rule powers and pursuant to Ordinance No. 80-19, duly adopted by the President and Board of Trustees of the Issuer on April 7, 1980, as supplemented and amended (the "Enabling Ordinance") , the Issuer is authorized to issue its revenue bonds to aid in the financing of the costs of any "development project", as defined in the Enabling Ordinance, for the purposes set forth therein; and WHEREAS, a Memorandum of Agreement has been presented to the Issuer under the terms of which the Issuer agrees, subject to the provisions of said Memorandum of Agreement, to issue its revenue bonds to provide the financing for all or a portion of the cost of the acquisition, construction and installation of the Project; NOW, THEREFORE, be it resolved by the President and Board of Trustees of the Village of Buffalo Grove, Cook and Lake Counties, Illinois, as follows : 1. That the President of the Issuer is hereby authorized to execute, and the Village Clerk of the Issuer is hereby authorized to attest and to affix the seal of the Issuer to, and said President and said Village Clerk are hereby authorized to deliver to the Land Trust and the Beneficiaries, a Memorandum of Agreement with the Land Trust and the Beneficiaries in substantially the same form as Exhibit A attached hereto and made a part hereof. -2- 2. That the officers, employees and designated agents of the Issuer are hereby authorized to take such further action as is necessary to carry out the intent and purposes of said Memorandum of Agreement, as executed, and to issue and sell its revenue bonds in an amount not to exceed $1,250,000, such revenue bonds to be issued upon the terms and conditions stated in said Memorandum of Agreement. 3. That the Issuer hereby finds and determines that the financing of the Project with said revenue bonds will relieve con- ditions of unemployment in and broaden the existing tax base of the Village of Buffalo Grove, Illinois, will increase industrial and commercial development therein and will increase the welfare and prosperity of the residents of the Village of Buffalo Grove, Illinois . 4. That the Village Clerk of the Issuer is hereby authorized and directed to cause notice of a public hearing on the financing of the Project to be published one time in a newspaper published in the Village of Buffalo Grove, Illinois, such notice to be in substantially the same form as Exhibit B attached hereto and made hereof. 5. That all ordinances, resolutions and orders , and parts thereof, in conflict herewith are hereby superseded to the extent of such conflict. Adopted this 6th day of Se umber , 1983. (SEAL) President Attest : Village Clerk -3- • • Trustee Hartstein made a motion that said Resolution be adopted by said President and Board of Trustees, which motion was duly seconded by Trustee O' Reilly After full discussion and consideration of the matter, the roll was called as follows : AYE: 6 - Marienthal , Stone, O' Reilly, Hartstein, Glover, Reid NAY: 0 - None ABSENT OR NOT VOTING:0 - None Verna L. Clayton, President, announced the motion carried and the resolution duly adopted. * * [Other Business] There being no further business to come before the President and Board of Trustees, upon motion duly seconded and unanimously adopted, the meeting was adjourned. / - f7 ' President (SEAL) Attest ---Aillage Clerk -4- • • MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is by and among the Village of Buffalo Grove, Cook and Lake Counties, Illinois, a municipality and a home rule unit of government duly organized and validly existing under the Constitution and the laws of the State of Illinois (the "Issuer" ) , Chicago Title and Trust Company, not individually but as Trustee under Trust Agreement dated July 27, 1983, and known as Trust Number 1083934 (the "Land Trust") , John Mangel II of 156 Abington Avenue, Kenilworth, Illinois 60043, and Joel G. Caplan of 1739 Clavinia Avenue, Deerfield, Illinois 60015, the beneficiaries of the Land Trust (the "Beneficiaries") . 1. Preliminary Statement. Among the matters of mutual inducement and intent which have resulted in this Memorandum of Agreement are the following (a) The Issuer is a home rule unit of government under Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois, and is authorized by its home rule powers to issue its revenue bonds to finance certain facilities. Pursuant to Ordinance No. 80-19, duly adopted by the President and Board of Trustees of the Issuer on April 7, 1980, as supplemented and amended (the "Enabling Ordinance") , the Issuer is authorized to issue its revenue bonds to finance the costs of any "developr.; nt project", as defined in the Enabling Ordinance, for the purposes set forth in the Enabling Ordinance. (b) The Land Trust, or its designee, intends to acquire certain real estate and construct a building thereon, and the Bene- ficiaries , or their respective designees, intend to acquire machinery, equipment and related property to be installed in said building, all to be located in the Village of Buffalo Grove, Illinois (said land, building, machinery, equipment and related property being hereinafter collectively referred to as the "Project") , and leased to and used by Long Grove Confectionery Co. , an Illinois corporation, or its designee, in the manufacture and distribution of confectionery products. The Land Trust and the Beneficiaries have requested that the Issuer assist them in defraying all or a portion of the cost of the acquisition, construction and installation of the Project by issuing its revenue bonds . (c ) The revenue bonds of the Issuer shall be limited obligations of the Issuer payable solely out of the amounts de- rived by the Issuer from the Land Trust and the Beneficiaries, or their respective designees, and the Project shall be financed from the proceeds of the sale of the revenue bonds in exchange for an agreement by the Land Trust and the Beneficiaries, or their respective designees, to pay amounts sufficient to pay the principal of, premium, if any, and interest on such revenue bonds. No holder of any such revenue bonds shall have the right to compel any exercise of the taxing power of the Issuer, the State of Illinois or any political subdivision thereof, and such revenue bonds shall not • constitute an indebtedness or a loan of credit of the Issuer, the State of Illinois or any political subdivision thereof within the meaning of any constitutional or statutory provision. (d) The Issuer finds that the financing of the Project from the proceeds of the revenue bonds of the Issuer will be for the public purposes of relieving conditions of unemployment in and broadening the existing tax base of the Village of Buffalo Grove, Illinois, and encouraging the increase of industrial and commercial development therein and providing for the increased welfare and prosperity of the residents of the Village of Buffalo Grove, Illinois. Subject to due compliance with all requirements of law, by virtue of such authority as may now or hereafter be conferred, and subject to receipt of adequate assurance from the Land Trust and the Beneficiaries, or their respective designees, that there are one or more purchasers for said revenue bonds, the Issuer will issue and sell its revenue bonds in an amount not to exceed $1,250,000 (the "Bonds") to pay all or a portion of the costs of the Project and costs incidental to the issuance of the Bonds . (e) The acquisition, construction or installation of the Project has not commenced as of the date hereof. 2. Undertakings on the Part of the Issuer. Subject to the conditions above stated, the Issuer agrees as follows : (a) That it intends authorize the issuance and sale of the Bonds pursuant to its lawful and constitutional authority, including without limitation the Enabling Ordinance, as then in effect. (b) That it will enter into installment sale agree- ments, lease agreements, loan agreements or such other agreements with the Land Trust and the Beneficiaries, or their respective designees, whereby the Land Trust and the Beneficiaries, or their respective designees, will pay to, or on behalf of, the Issuer such sums as shall be sufficient in the aggregate to pay the principal of, interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable. (c) That it will take such further action and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. (3) Undertakings on the Part of the Land Trust and the Beneficiaries. Subject to the conditions above stated, the Land Trust and the Beneficiaries agree as follows : (a) That they, or their respective designees, will use all reasonable efforts to find one or more purchasers for the Bonds. -2- EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is by and among the Village of Buffalo Grove, Cook and Lake Counties, Illinois, a municipality and a home rule unit of government duly organized and validly existing under the Constitution and the laws of the State of Illinois (the "Issuer" ) , Chicago Title and Trust Company, not individually but as Trustee under Trust Agreement dated July 27, 1983, and known as Trust Number 1083934 (the "Land Trust") , John Mangel II of 156 Abington Avenue, Kenilworth, Illinois 60043, and Joel G. Caplan of 1739 Clavinia Avenue, Deerfield, Illinois 60015, the beneficiaries of the Land Trust (the "Beneficiaries") . 1. Preliminary Statement. Among the matters of mutual inducement and intent which have resulted in this Memorandum of Agreement are the following (a) The Issuer is a home rule unit of government under Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois, and is authorized by its home rule powers to issue its revenue bonds to finance certain facilities. Pursuant to Ordinance No. 80-19, duly adopted by the President and Board of Trustees of the Issuer on April 7, 1980, as supplemented and amended (the "Enabling Ordinance") , the Issuer is authorized to issue its revenue bonds to finance the costs of any "development project", as defined in the Enabling Ordinance, for the purposes set forth in the Enabling Ordinance. (b) The Land Trust, or its designee, intends to acquire certain real estate and construct a building thereon, and the Bene- ficiaries, or their respective designees, intend to acquire machinery, equipment and related property to be installed in said building, all to be located in the Village of Buffalo Grove, Illinois (said land, building, machinery, equipment and related property being hereinafter collectively referred to as the "Project" ) , and leased to and used by Long Grove Confectionery Co. , an Illinois corporation, or its designee, in the manufacture and distribution of confectionery products. The Land Trust and the Beneficiaries have requested that the Issuer assist them in defraying all or a portion of the cost of the acquisition, construction and installation of the Project by issuing its revenue bonds . (c ) The revenue bonds of the Issuer shall be limited obligations of the Issuer payable solely out of the amounts de- rived by the Issuer from the Land Trust and the Beneficiaries, or their respective designees, and the Project shall be financed from the proceeds of the sale of the revenue bonds in exchange for an agreement by the Land Trust and the Beneficiaries, or their respective designees, to pay amounts sufficient to pay the principal of, premium, if any, and interest on such revenue bonds. No holder of any such revenue bonds shall have the right to compel any exercise of the taxing power of the Issuer, the State of Illinois or any political subdivision thereof, and such revenue bonds shall not constitute an indebtedness or a loan of credit of the Issuer, the State of Illinois or any political subdivision thereof within the meaning of any constitutional or statutory provision. (d) The Issuer finds that the financing of the Project from the proceeds of the revenue bonds of the Issuer will be for the public purposes of relieving conditions of unemployment in and broadening the existing tax base of the Village of Buffalo Grove, Illinois, and encouraging the increase of industrial and commercial development therein and providing for the increased welfare and prosperity of the residents of the Village of Buffalo Grove, Illinois. Subject to due compliance with all requirements of law, by virtue of such authority as may now or hereafter be conferred, and subject to receipt of adequate assurance from the Land Trust and the Beneficiaries, or their respective designees, that there are one or more purchasers for said revenue bonds, the Issuer will issue and sell its revenue bonds in an amount not to exceed $1,250,000 (the "Bonds") to pay all or a portion of the costs of the Project and costs incidental to the issuance of the Bonds. (e) The acquisition, construction or installation of the Project has not commenced as of the date hereof. 2. Undertakings on the Part of the Issuer. Subject to the conditions above stated, the Issuer agrees as follows : (a) That it intends authorize the issuance and sale of the Bonds pursuant to its lawful and constitutional authority, including without limitation the Enabling Ordinance, as then in effect. (b) That it will enter into installment sale agree- ments, lease agreements, loan agreements or such other agreements with the Land Trust and the Beneficiaries, or their respective designees, whereby the Land Trust and the Beneficiaries, or their respective designees, will pay to, or on behalf of, the Issuer such sums as shall be sufficient in the aggregate to pay the principal of, interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable. (c ) That it will take such further action and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. (3) Undertakings on the Part of the Land Trust and the Beneficiaries. Subject to the conditions above stated, the Land Trust and the Beneficiaries agree as follows : (a) That they, or their respective designees, will use all reasonable efforts to find one or more purchasers for the Bonds. -2- (b) That contemporaneously with the delivery of the Bonds they, or their respective designees, will enter into install- ment sale agreements, lease agreements, loan agreements or such other agreements with the Issuer, under the terms of which the Land Trust and the Beneficiaries, or their respective designees, will obligate themselves to pay to or on behalf of the Issuer such sums as shall be sufficient in the aggregate to pay the principal of, interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable. (c ) That they, or their respective designees, shall take such further action and adopt such further proceedings as may be required to implement the aforesaid undertakings or as they, or their respective designees, may deem appropriate in pursuance thereof. 4. General Provisions . ( a) All commitments of the Issuer under paragraph 2 hereof and of the Land Trust and the Beneficiaries under paragraph 3 hereof are subject to the condition that on or before one year from the date hereof (or such other date as shall be mutually satisfactory to the Issuer and the Land Trust and the Beneficiaries, or their respective designees) , the Issuer and the Land Trust and the Beneficiaries , or their respec`ive designees , shall have agreed to mutually acceptable terms and conditions of the agreements referred to in paragraph 2 and paragraph 3 above and of the Bonds and other instruments or proceedings relating to the Bonds . (b) If the events set forth in (a) of this paragraph do not take place within the time set forth above or any extension thereof and the Bonds are not sold within such time, the Land Trust and the Beneficiaries agree that they, or their respective designees, will reimburse the Issuer for all reasonable and necessary direct expenses which the Issuer may incur arising from the execution of this Memorandum of Agreement and the performance by the Issuer of its obligations hereunder, including fees and out-of-pocket expenses of its attorneys and financial conultants, and will pay the preliminary fees and out-of-pocket expenses of Chapman and Cutler, bond counsel, and this Memorandum of Agreement shall thereupon terminate. -3- • • (b) That contemporaneously with the delivery of the Bonds they, or their respective designees, will enter into install- ment sale agreements, lease agreements, loan agreements or such other agreements with the Issuer, under the terms of which the Land Trust and the Beneficiaries, or their respective designees , will obligate themselves to pay to or on behalf of the Issuer such sums as shall be sufficient in the aggregate to pay the principal of, interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable. (c ) That they, or their respective designees, shall take such further action and adopt such further proceedings as may be required to implement the aforesaid undertakings or as they, or their respective designees, may deem appropriate in pursuance thereof. 4. General Provisions. ( a) All commitments of the Issuer under paragraph 2 hereof and of the Land Trust and the Beneficiaries under paragraph 3 hereof are subject to the condition that on or before one year from the date hereof (or such other date as shall be mutually satisfactory to the Issuer and the Land Trust and the Beneficiaries, or their respective designees) , the Issuer and the Land Trust and the Beneficiaries , or their respec`ive designees , shall have agreed to mutually acceptable terms and conditions of the agreements referred to in paragraph 2 and paragraph 3 above and of the Bonds and other instruments or proceedings relating to the Bonds . (b) If the events set forth in (a) of this paragraph do not take place within the time set forth above or any extension thereof and the Bonds are not sold within such time, the Land Trust and the Beneficiaries agree that they, or their respective designees, will reimburse the Issuer for all reasonable and necessary direct expenses which the Issuer may incur arising from the execution of this Memorandum of Agreement and the performance by the Issuer of its obligations hereunder, including fees and out-of-pocket expenses of its attorneys and financial conultants, and will pay the preliminary fees and out-of-pocket expenses of Chapman and Cutler, bond counsel, and this Memorandum of Agreement shall thereupon terminate. -3- • It is expressly understood and agreed by and between the parties hereto, anything herein to the contrary notwithstanding, that each and all of the warranties, indemnities, representations, covenants, undertakings and agreements herein made on the part of the Trustee while in form purporting to be the warranties, indemnities, representations, covenants, undertakings and agreements of said Trustee are nevertheless each and every one of them, made and intended not as personal warranties, indemnities, representations, covenants, undertakings and agreements by the Trustee or for the purpose or with the intention of binding said Trustee personally but are made and intended for the purpose of binding only that portion of the trust property specifically described herein, and this instrument is executed and delivered by said Trustee not in its own right, but solely in the exercise of the powers conferred upon it as such Trustee; and that no personal liability or personal responsibility is assumed by nor shall at any time be asserted or enforceable against the Chicago Title and Trust Company or any of the beneficiaries under said Trust Agreement, on account of this instrument or on account of any warranty, indemnity, representation, covenant, undertaking or agreement of the said Trustee in this instrument contained, either expressed or implied, all such personal liability, if any, being expressly waived and released. FORM 11 R10-71 • IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum of Agreement, b their resp tive officers thereunto duly authorized, as of the (p day of , 1983. VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS By; , ' tom,•—� _ v' Preside (SEAL) Attest : _ `Village Clt rk= CHICAGO TITLE AND TRUST COMPANY, not indi ally but as Trustee under T st A reement dated July 27, 1983, and kn as ru -- umber 1083934 By I�tCttaeli'It (SEAL) Attest Its assistant eec- JOHN MANGEL I Witness : JOEL G. CAPLAN Witness : -4- EXHIBIT B NOTICE OF PUBLIC HEARING Notice is hereby given that on , 1983, at .M. , in the at 50 Raupp Boulevard, Buffalo Grove, Illinois, a public hearing will be held before the President and Board of Trustees of the Village of Buffalo Grove regarding a plan to issue not to exceed $1,250,000 aggregate principal amount of Industrial Development Revenue Bonds (the "Bonds") of the Village of Buffalo Grove, Cook and Lake Counties, Illinois (the "Village") , the proceeds of which will be lent to Chicago Title and Trust Company, not individually but as Trustee under Trust Agreement dated July 27, 1983, and known as Trust Number 1083934 (the "Land Trust" ) , John Mangel II of 156 Abington Avenue, Kenilworth, Illinois 60043, and Joel G. Caplan of 1739 Clavinia Avenue, Deerfield, Illinois 60015, the beneficiaries of the Land Trust (the "Bene- ficiaries" ) , to be used by Long Grove Confectionery Co. , an Illinois corporation (the "Company") , to acquire real estate, construct a square foot building thereon and to acquire machinery, equipment and related property to be installed therein, said facilities to be used by the Company as a facility for the manufacture and distribution of confectionery products and to be located at , Buffalo Grove, Illinois. The Bonds will be issued by the Village pursuant to its powers as a home rule unit of government under the 1970 Constitution of the State of Illinois and an ordinance proposed for adoption by the President and Board of Trustees of the Village. The Bonds will not be general obligations of the Village, the State of Illinois or any political subdivision thereof, but will be special, limited obligations of the Village as the principal of, premium, if any, and interest on the Bonds will be payable solely from revenues and receipts derived from the repayment of the loan by the Land Trust and the Beneficiaries (except to the extent payable from Bond proceeds, the income from the temporary in estment thereof and moneys derived from and payments made pursuant to the instruments delivered in connection with said loan) . The Bonds will not constitute an indebtedness of the Village, the State of Illinois or any political subdivision thereof or a loan of credit of any of them within the meaning of any constitutional or statutory provision. No holder of any Bond will have the right to compel any exercise of the taxing powers of the Village, the State of Illinois or any political subdivision thereof to pay the principal of, premium, if any, or interest on the Bonds. The above noticed public hearing is required by the Tax Equity and Fiscal Responsibility Act of 1982. Written comments may also be submitted to the Village Clerk at her office located at 50 Raupp Boulevard, Buffalo Grove, Illinois 60090, until 1983. Subsequent to the public hearing, the President and Board of Trustees of the Village will meet to consider approval of the issuance of the Bonds: Notice dated , 1983. /s/ JANET M. SIRABIAN Village Clerk, Village of Buffalo Grove, Cook and Lake Counties, Illinois The President and Board of Trustees of the Village of Buffalo Grove, Cook and Lake Counties, Illinois, met in regular session at their special"` meeting place at 50 Raupp Boulevard in the Village of Buffalo Grove, Illinois, at 7:30 o'clock, P .M. , on September 6 , 1983, pursuant to public notice duly given as provided by law. Verna L. Clayton, President, called the meeting to order and announced that the meeting was open to the public . The following Trustees were present : Marienthal , Stone, O'Reilly, Hartstein, Glover, Reid The following Trustees were absent : None [Other Business] Trustee Hartstein then introduced in writing and caused to be read in full the following Resolution :