1984-12-17 - Resolution 1984-79 - AUTHORIZING THE EX. AND DELIVERY OF MOA WITH STANLEY B. LIEBERMAN OR NOMINEE RE: ISSUANCE OF INDUSTRIAL DEV. REVENUE BONDS IN AN AGGR. PRINCIPAL AMOUNT NOT TO EXCEED $1,150,000.00ADDOC 3 -8
RESOTIIIION NO. 84_19
RESOLUTIOhI AUTHORIZING THE EXECUT]ON AND DELIVERY OF A
MEMORANDUM OF AGREEMENT WITH STANLEY B. LIEBERMAN OR
NOMINEE REGARDING THE ISSUANCE OF INDUSTRIAL
DEVELOPMENT REVENUE BONDS IN AN AGGREGATE PRINCIPAL
AMOUNT NOT TO EXCEED $1. 150,000.00.
WEEREAS, Stanley B. Lieberman or Nominee, (hereinafter
"Lieberman"), wishes to finance the acquisition of certain real
estate, the construction of a retail shopping center, office
complex and restaurant and related improvements to be installed
therein (hereinafter "Project"); and
WrERBAS, the Project is to be located in the ViIlage of
Buffalo crove, Illi-nois, and is to be or"rned and used by Lieberman
as a retail shopping center, office compl,ex and restaurant, and
that Lieberman wishes to have the Village of Buffalo crove, Cook
and Lake Counties, Illinois, a municipality and a home rule unit
of government du]-y organized and validly exiBting under the
Constitution and the laws of the State of Illinois (the
"Issuer"), issue its revenue bonds to provide the financing for a
portion of the cost of the acquisition, construction and
installation of the Project; and
WEEREAS, the Issuer is a municipality anal a home rule unit
of government under the I97O 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, L9AO, 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
ADDOC 3-8
any "Development Project", aB defined in the Enabling ordinance,
for the purpoaes 8et forth therel'ni and
IIEEREAS, a Memorandum of Agreement haB been preeented to the
Issuer under the terms of which the Issuer agrees, subject to the
provisions of said Memorandum of Agreement, to i6sue its revenue
bonds to provide the financing for a portion of the costs of the
acquisition, construction and installation of the Project,
IIOI{ THBREFORE, be it resolved by the President and Board of
Trusteea of the ViIlage of Buffalo Grove, Cook and Lake Countiea,
I t I inois, as follows:
1. That the president of the Is6uer is hereby authorized to
execute, and the Viltage Clerk of the Issuer ie hereby authorized
to attest and to affix the official seal of the IsEuer to, and
said President and said Village clerk are hereby authorized to
deliver to Lieberman, a Memorandum of Agreement with Lieberman in
substantially the same form as Exhibit A attached hereto and made
a part hereof.
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
tqemorandum of Agreenent, aa executed, and to isaue and aell its
revenue bonds in an amount not to exceed $1,150,000'00 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 Baid revenue bonds wil'l relieve
conditions of unemployment in and broaden the existing tax base
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ADDOC 3-8
of the Village of Buffalo Grove, IIlinois, wiII increase
industrial and commercial development therein and wiII increase
the welfare and prosperity of the res j-dents of the ViIlaqe of
Buffalo crove, Illinois.
4. That the ViIIage CIerk of the Issuer is hereby
authorized and directed to cause notice of a public hearing on
the financing of the Project through the issuance of said revenue
bonds to be published one time in a newspaper of general
circulation in the VilIage of Buffalo crove, IIIinois, pursuant
to section 103(k) of the Internal Revenue code of 1954, as
amended .
5. That all ordinances, resolutions and orders, and parts
thereof, in conflict here!,rith are hereby superseded to the extent
of such conflict.
AYES: 4 - Marienthal, Stone, Hartstei!, Glover
NAYES: 1 - O'RCi11Y
ABSEM: I - Reid
pASSED: December 17 ].984 APPROVE December 17 ,1984.
erna L. Clayt P s ident
Attest:
h"rI-fn &"!,."-Village C rErk
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ADDOC 3-8
EXHIBIT A
I,IEMOR,ANDUM OF AGREEMENT
TEIS ME!{ORAiIDUM OF AGREEMENT is by and between 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"), and STANLEY B. LIEBERMAN OR
NOMINEE, ( "Li eberman" ).
1. Preliminary S tatement.
i-nducement and intent which have
Agreement are the following:
Among theresulted in
(a) The rssuer is a home rule unit of government under
Section 6(a) of Article VII of the 1970 constitution of the stateof IIlinois, and is authorized by its home rule powers to issueits revenue bonds to finance certain facilities. Pursuant to
Ordinance No. 80-I9, duly adopted by the President and Board ofTrustees of the Issuer on April 7, 1980, as supplemented and
amended (the "EnabIing Ordinance"), the Issuer is authorized toissue its revenue bonds to finance the costs of any "DevelopmentProject", as def j-ned in the Enabling ordinance, for the purposes
set forth in the Enabling Ordinance.
(b) Lieberman intends to acquire certain real estate, to
construct a retail shopping center, office complex and restaurant
and related improvements and to acquire certain property to beinstal led therein, all to be located in the Village of BuffaloGrove, Illinois (said land, building, improvements, machinery,
equipment and related property being hereinafter col lectj-veIy
referred to as the "project"), and to be owned and used by
Lieberman as a facility for a retail shopping center, office
complex and restaurant. Lieberman has requested that the Issuer
assist it in defraying a portion of the costs of the acquisition,
construction and installation of the Project by issuing its
revenue bonds.
matters of mutua 1
this Memorandum of
(c) The revenue bonds of the Issuer shalt be special,
Iimited obtigations of the Issuer payabfe soIeIy out of the
amounts derived by the Issuer from Lieberman, and the Project
shall be financed from the proceeds of the sale of the revenue
bonds in exchange for an agreement by Lieberman 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 taking power of the
issuer, the state of rllinois or any political subdivision
thereof, and such revenue bonds shalI 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 constj-tutional or statutory provision'
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(d) The Issuer finds that the financing of the Project from
the proceeds of the revenue bonds of the Issuer wi1l be for the
public purposes of relieving conditions of unemployment in and
broadening the existing tax base of the Village of Buffalo Grove,providing for the increased \rel fare and prosperity of the
residents of the Village of Buffalo Grove, I1linois. subject to
due compl iance with atI requirements of 1ah,, by virtue of such
authority as may now or hereafter be conferred, and subject to
receipt of adequate assurance from Lieberman that there are one
or more purchasers for said revenue bonds, the Issuer will issue
and seIl its revenue bonds in an amount not to exceed
$3,300,000.00 (the "Bonds") to pay a portion of the costs of the
Project and costs incidental to the issuance of the Bonds.
(e) The acquisition, construction and 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 to authorize the issuance and sale ofthe Bonds pursuant to its lawfuI and constitutional authority,
including without limitation the Enabling Ordinance, as then in
effect.
(b) That it witl enter into installment sale agreements,lease agreements, loan agreements or such other agreements with
Lieberman, t^rhereby Lieberman wiI I pay to, or on behal f 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 strall 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 Lieberman. Subject to the
c ond i t i onE-EE5iE-EEEEE d; LTeb e rma n EEr e e s a s f-o r t ow s,
(a) That it will use all
more purchasers for the Bonds.
reasonable efforts to find one or
(b) That contemporaneous I y with the delivery of the Bonds
it will enter into installment sale agreements, Iease agreements,
loan agreements or such other agreements with Issuer, under the
terms of which Lieberman wiII obligate itself to pay to or on
behalf of the Issuer such sums as sha11 be sufficient in the
aggregate to pay the principal of, interest and redemption
piemium, if any, on the Bonds as and when the same shaIl become
due and payable.
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ADDOC 3- 8
(c) That it shaII take such further action and adopt suchfurther proceedings as may be required to implement the aforesaid
undertakings or as it may deem appropriate in pursuance thereof.
4. General- Provisions.
(a) All commitments of the Issuer under paragraph 2 hereof
and of Lieberman under paragraph 3 hereof are subject to the
condition that on or before ,lanuary 31, 1985 (or such other dateas shal1 be nutually satisfactory to the Issuer and Lieberman),
the Issuer and Lieberman shaII 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 tine set forth above or any extensionthereof and the Bonds are not sold within such time, Lieberman
agrees that it will reimburse the Issuer for all reasonable and
necessary direct expenses which the Issuer may incur arising fromthe execution of this Memorandum of Agreement and the performance
by the Issuer of its obligations hereunder, including fees andout-of-pocket expenses of its attorneys and financial
consultants, and trill pay the preliminary fees and out-of-pocket
expenses of bond counsel, and this Memorandum of Agreement shall
thereupon terminate.
(c) This Memorandum of Agreement is further contingent onthe delivery of the balance of the documentation required of
Lieberman as \,re I I as the right of the Issuer to demand that
Lieberman perform aII obligations hereunder and effect the
closing of the bond transaction within thirty (aO) aays writtennotice thereof to Lieberman from Issuer.
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ADDOC 3 -8
IIg WITIIESS WIIEREOF, the parties hereto have entered intothis Memorandum of Agreement by their respective officers
thereunto duly authorized, as of the 17Eh day of December, L9A4.
(sEAL)
Atte6t. ,.
Qg,-t"il1 -8.-$'"--
APPROVED:
VILT,AGE OF BUFFAIO GROVE, CTX)K
AAID I,AKE ,ILLINOIS
BY:
Verna L.Clayton - Pre ent
STAIILET B. LIEBBRI,IAIT OR
NOI{INEE
fts
uirragY cr eit<-
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