1985-02-19 - Resolution 1985-10 - AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BTWN VBG, IL AND DELICE DE FRANCE, INC. REGARDING THE ISSUANCE OF INDUSTRIAL DEV. REVENUE BONDSRESOLUTION NO. 85-10
A RESOLUTION AUTHORIZING THE EXECUTION OF A
MEMORANDUI,I OF AGREEMENT BETWEEN THE VILLAGE OF
BUFFALO GROVE, ILLINOIS AND DELICE DE FRANCE,INC., REGARDING THE ISSUANCE OF INDUSTRIAL
DEVELOPMENT REVENUE BONDS .
WHEREAS, Delice De France, Inc., a corporation du1organized and validly existing under the laws of the State oIIIinois (the "Company" ), vrishes to finance the acquisition ofcertain parcel of real estate containing approximately I50,0Osquare feet located on Busch parkview west of Barclay Boulevarwithin the boundaries of the Viltage of Buffalo Grove, IIlinoiand the construction thereon of a building containing approximately 42,500 sguare feet and the acquisition of certain bbkinand refrigeration equipment to be installed in such buildingwhich land, building and equipment (the ,,project,,) !ri11 be owneby the Company or by an entity (presently anticipated to b
1,1r. Constantin Caparos, the president and sole shareholder of thCompany) to be designated by it and i.n any case used by th
Company as a bakery products production and warehouse and officfacility, and wishes to have the ViIlage of Buffalo croveIllinois (the "Issuer") issue its revenue bonds to provide for thconstruction of such faci).ity on such real property;
WI{EREAS, a Menorandum of Agreement has been presented tthe Issuer under the terms of r"rhich the Issuer agrees, subject tthe provisions of such agreement, to issue its revenue b6nds tprovide such real property and such fac j.1ity;
NOW, THEREFORE, Be It Revolved by the president
TrusLees of the Village of Buffalo Grove, IlIinois,
vf
a
0
d
:
I
d
e
e
e
e
o
Board of
follows:
and
AS
1. That the president of the fssuer is herebyauthorized to execute and the virlage clerk is autnorized toattest and to affix the seal 0f the rssuer to a Memorandun ofAgreement r'rith the company in substantiarly the rorm-oi-sucrragreement .as yas presented to this meeting o. ,lti, srcnchanges therein as shalI be approved bi lt. otfi.IIr=executing the same.
2. That the officers and employees of the Issuer arehereby authorized to take such furtirer'iction "" i."-nli"r.Irvto carrv our rhe il.a.l!, and purposes of trre ll"r*i.ln-ali*--orAgreenent as executed- and to 6.ui" not to exceed g2,3g5r000of its revenue bonds to be ii"u.i- upon the terms andconditions stated in such U"r"-i.nar* of Agreement withrespec! to rhe real properry and tacirities a.J"iiu"i"ir"ii,"
l,lemorandum of Agreement, \rhich !.{emorandum of Agreement ishereby made a part of this Resolution.
3. That this resolution constitutes ,'of f icial action,,by the- Village under the Internal Revenue Code of 1954, asamended, and any applicable regulations promulgatedthereunder.
4. That this
from and after
Resolution shaIl be in fu11its passage and approval aseffect
1aw.
force andprovided by
VILLAGE OF BUFFALO GROVE,
ILLINOIS
By
(SEAL )
ATTEST:
Pres ent
Ow'uf"Fr\' 3r'*ir"o^
AYES: 4 - uarienthal, Hartstein, GLover, Reld
NAYS: 1 - Stone
ABSENT OR NOT VOTING: 1 - 0'Rei11Y
-.\
-2-
THIS MEMORANDUI,I OF AGREEMENT is between the VILLAGE oF
BUFFALO GROVE, ILLINOIS, a municipality duly organized and validlyexisting under the laws and Constitution of the State of f l,Iinois(the "Issuer"), and DELICE DE FRANCE, INC., a corporatj.on dulyorganized and validly existing under the taers of the State otIlIinois (the "Company" ) .
MEI'IORANDUT'I OF AGREE},IENT
1. Preliminar Statement
inducement
following:which have resu te in Among the matters of mutualthis Agreement are the
(a) The Issuer is authorized pursuant to its po$rers asa horfle rule unit and Ordinance Nos. g0-7, 8O-I9 and gO-3I,duly adopted by the President and Board of Trustees of theVillage of Buffalo crove, Illinois on February 4, 1980,ApriI 7, 1980 and August 4, 1980, respectively (the ,'Enabling
Ordinance"), Eo issue its revenue bonds to iinance develop-ment projects.
- (b) The Company intends to acquire a certain parcel ofreal estate containing approxj.mately I50,000 squlre feetlocated on Busch Park$ray irest of Barclay Boulevard witnin theboundaries of the ViIlage of Buffalo crove, Illinois andconstruct thereon a building containing approximately 42r500square feet and acquire certain bakery and refrigerationequipment to be installed in such buifding, wh j.c-h land,building and equipment (the ,,project") wiII 5e owned by theCompany or . by an entj.ty (presently anticipated to be!1r. Constantin Caparos, the president and sole shareholder ofthe Company) to be designated by it and in any case used bythe Company as a bakery products production and warehouse andoffice facility with the resulting benefit of retaining orincreasing employment in the Village of Buffalo cr-ove,I11inois. The project
. is expected to cost approxirnatelyS2,385,000. The Company has requested that the fiiuer assistthe. Company in defraying the cost of construction of theProject by issuing its revenue bonds (the ,,Bonds,').
- (c) The proposed financing will contribute to increasedemployment opportunities, the increase of industry ;;d-;t;;,benefits for the Issuer and its residents.
(d) The Bonds of the Issuer shall be limitedobligations of the r-sq-uer payabre "oi"1y out of the revenuesand receipts derived f rom -tie company t. it" -a."1;;;;";i."
proceeds of the Bonds wiII be loaned- to the co.pa,iy -oi iisdesignee, and the Company or such designee will pay to therssuer amounrs suff.'.cienC.Io p.y-tn" p.in"1pir-oil-i."iir.,if any, and interesr on the iloias. -No nof.dei # J"v"'e"ia
sha1l have the right to compel any exercise of the taxingpower of the Issuer, the State of Illinois or any politicalsubdivision thereof and the Bonds shall not constitute anindebtedness or a loan of credit of the Issuer, the State ofIllinois or any political subdivision thereof.
(e) The Issuer finds that the financing as hereindescribed will further the purposes of the EnablingOrdinance. Subject to due compliance with all requirementsof Iaw, the Issuer, by virtue of such legal authority as maynow or hereafter be conferred, and subject to receipt ofadequate assurance from the Company that there are one ormore purchasers for the Bonds, will issue and sefl the Bondsin an amount not to exceed S2,385,000 (or such other amountsas may be necessary) to pay the costs of the project.
2.the condi tions
3.to the condi ti
Under tak i n s on the Part of the Issuer.Subject to
S:above stated, the Issuer agrees as o 1ow
(a) That it $riII authorize the issuance and sale of the
Bonds pursuant to the Enabling Ordinance, as then in force;provided, however, that the Issuer and the Company may findj.t more desirable for the Issuer to issue the Bonds pursuantto sone other statutory authority; in such event, the revenue
bonds of the Issuer may be issued pursuant to such statuEoryauthority other than the Enabling Ordinance.
(b) That it will enter into a Ioan agreement or other
agreement or instrument with the Company or its designee,
whereby the Company or its designee will pay to or on behalfof the Issuer such sums as shall be sufficient to pay theprincipal of and interest and redemption premium, if any, onthe Bonds as and when the same sha11 become due and payable.
(c) That it wiIl take such further action and adoptsuch further proceedings as may be required to implement itsaforesaid undertakings or as it may deem appropriate in
pursuance thereof. '
Under tak i n s on the Part of the Co an Sub j ect
ons above state e Company agrees as f o11or^rs:
(a) That it will use all reasonable efforts to find one
or more purchasers for the revenue bonds of the Issuer.
(b) That contemporaneous Iy with the delivery of such
revenue bonds it, or its designee, will enter into a loan
agreement or other agreement or instrument, r'rith the Issuer,
uider the terms of wtrich ttre ComPany or its designee will
obligate itself to pay to or on behalf of the Issuer sums
sufficient in the iggregate to pay the princiPal- of and
int"t""t and redemptio'i: premium, it lny, on the Bonds as and
vrhen the same shall become due and payable.
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(c) That it wiLlsuch further proceedingsaforesaid under tak i ngspursuance thereof.
further action and adoptrequired to implement itsmay deem appropriate in
take suchas may beor as it
4. General Provisions.
. Svdrui^-
age C erk
VILLAGE OP BUFEALO GROVE,
ILLINOI
By
P rESI dent
11
-3-
(a) A11 commitments of the Issuer under paragraph 2hereof and of the Company under paragraph 3 -herdof - aresubject to the condition that on or -bef6re-June 1, I9g5 (orsuch other later date as shall be mutually satisfactory tothe Issuer and the Company), the Issuer and the Company shallhave agreed to mutually acceptable terms and conditions ofthe roan agreement or other agreement or instrument referredto in paragraphs 2 and 3 and of the Bonds and otherinstruments or proceedings relating to the Bonds.
( b ) The company agrees that it wilI reimburse theIssuer, on demand, for all reasonable and necessary directout-of-pocket expenses and reasonable attorneys' fe6s whichthe Issuer may incur at its request arijing from theexecution of this Agreement and the [erformance uy trre rssuerof its _obligations hereunder, and witt pay the prelimj.naryfees and out-of-pocket expenses of bond c6unsel. ine Companyfurther agrees to pay to the Issuer, if and at such time aithe bonds are issued, a non-refundable fee equal to l/l0 of.1B of the principal anount of such bonds.
IN WITNESS WHEREOP the parties hereto have entered intothis_ Ag.reemelt by their officers thereunto duly authorized as ofthe l9th oE February, 1985.
( SEAL )
Attest:
DELICE DE FRANCE. INC.
By
( SEAL )
Attest:
Its President
Its _ Secretary
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STATE OF ILLINOIS
COUNTY OF COOK
SS
I, Janet M. Sirabian, do hereby certify that I am theduly qualified and acting Village CIerk oi the village of BuffaloGrove, Illinois and as such officer I am the keeper oi the recordsand files of the President and Board of Trustees of said ViIlage.
I do further certify thatfu1I, true and complete transcript ofconvened meeting of said Village ofsaid Village held on the lgth day of
same relates to the adoption of a
the foregoing constitutes athe minutes of the legallyBuffalo Grove, Illinois ofFebruary, I985, insofar as
RESOLUTION AUTHORIZING THE EXECUTION ANDDELIVERY OF A }.IEMORANDUM OF AGREEMENT WITH
DELICE DE FRANCE, INC, REGARD]NG THE ISSUANCE
OF INDUSTRIAL DEVELOPMENT REVENUE BONDS,
a t rue,at saidof said
s ignature
1985.
( SEAL )
correct
meeting
meeting.
and complete copy of which resol,utionappears j.n the foregoing transcript of
1ag e Clerk
AS
the
a dopt ed
minutes
I do further certify that the deliberations of thePresident and Board of Trustees on the option of said resorutionrrere_ taken openly; that the vote on the adoption of saidresoLution was taken openly; that said meeting was held at aspecified time and place convenient to the publii; that notice ofsaid.meeting was dury given to alr newspapers, radio or televisionstations and other news media requestlng such notice, and thatsaid. meeting was ca11ed and held -in str-ict accordance with theprovisions of "AN ACT in relation to meetings", approved July 1I,1957, as amended, and that said president and eoird of Trusteeshave. complied with arl of the applicable provisions of said Actand its procedural rules in the adoption of-said resolutlon.
IN WITNESS WIiEREOF, I have hereunto affixed rny officialand the seal of said Vi11age, this 20rh day of'F;b;;;;;;
8","\;
)
)
)
MINUTES of a regular public meeting ofthe President and Board of Trustees ofthe Village of Buffalo crove, Illinois,
heLd at the ViIlage I{a11 at 7:30 o'clockP,l'l. on the 19Eh day of February, 1985.
The President called the meeting to order and directed
the Village Clerk to call the ro11.
Upon the roll being ca1led, Verna L. Clayton,
President, and the following Trustees ansrrered present:
Marienthal, Stone, Ilartstein, Glover, Reld
The folLowing Trustees $rere absent: o'Reil1v
the
Trustee
Clerk read in ful I
(OEher Bus iness )
Ilartstein
the following r esolu t ion:
presented and the Vil lage
-/
Trustee Har tste in moved and Trustee
Glover seconded the mot ion that said resolution as
presented and read by the Village Clerk be adopted.
After a fuI1 discussion thereof, the president directed
that the ro11 be called for a vote upon the motion to adopt the
resolution as read.
AY.L:
Upon the ro11 being called, the following Trustees voted
Marienthal, Hartstein, Glover, Reid
NAY:Stone
ABSENT OR NOT VOTING: 0'Rei11Y
whereupoB the president declared the motion carried and
the resolution adopted, and henceforth did approve and sign the
same in open neeting and did direct the Clerk to record the same
in fuIl in the records of the president and Board of Trustees of
the Village of Buffalo crove, Illinois.
Other business not pertinent to the adoption of said
resolution iras duly transacted at said neeting.
Upon motion duly made and seconded, the meeting vras
adjourned.
ffp^d YnE-1]age crerT
( SEAL )
8,");
ITIEIvIORANDUI4 OF AGREEMENT
TIIIS I,1E!,IORANDUIq OF AGREE!.IENT iS bEtWECN IhE VILLAGE OF
BUEPALO GROVE, ILLINOIS, a municipality duly organized and validly
existing under the laws and Constitution of the State of IIlinois
(the "Issuer"1, and DELICE DE FRANCE, INC., a corporation duly
organized and validly existing under the lalrs of the State of
Illinois ( the "Company" ) .
which have r esu ted in
Amo ng
this
the matters
Ag r eeme nt
of mutualare theinducement
following:
(a) The Issuer is authorized pursuant to its powers as
a home rule unit and ordinance Nos. 80-7, 80-19 and 80-3I,
duly adopted by the President and Board of Trustees of the
Village of Buffalo Grove, Illinois on February 4, 1980,
ApriI 7, 198O and August 4, 1980, respectively (the "Enabling
Ordinance"), to issue its revenue bonds to finance develop-
ment projects.
(b) The Company intends to acquire a certain parcel of
real estate containing approximately I50,000 square feet
located on Busch Parkway west of Barclay Boulevard within the
boundaries of the Vj.11age of Buffalo Grove, Illinois and
construct thereon a building containing approximately 42,500
square feet and acquire certain bakery and refrigeration
equipment to be installed in such building, which land,
building and equipment (the "Project") wilI be owned by the
Company or by an ent ity (presently anticipated to be
Mr. Constantin Caparos, the President and sole shareholder of
the Company) to be designated by it and in any case used by
the Company as a bakery products production and warehouse and
office facility vrith the resulting benefit of retaining or
increasing employment in the Vi11a9e of Buffalo Grove,Illinois. The Project is expected to cost approxi.mately
$2,385,000. The Company has requested that the Issuer assistthe Company in defraying the cost of construction of theProject by issuing its revenue bonds (the "Bonds").
(c) The proposed financing will contribute to
employment opportunities, the increase of industrybenefits for the Issuer and its residents.
increased
and other
I. Preliminary Statement.
(d) The Bonds of the Issuer shall be limitedobligations of the Issuer payable solely out of the revenuesand receipts derived_ from the Company or its designee; theproceeds of the Bonds wil1 be loaned to the Compaiy or itsdesignee, and the Cgmpany or such designee will-pa| to theIssuer amounts suff i_cient !o pay the prlncipal of-, -premium,
if any, and interest on the Sonas. to nol-der of jny Sona
shalI have the right to compel any exerci.se of the taxing
power of the Issuer, the State of Illinois or any politicalsubdivision thereof and the Bonds shal1 not constitute anindebtedness or a loan of credit of the Issuer, the State ofIIlinois or any political subdivision thereof.
( e ) The Issuer finds that the financing as hereindescribed will further the purposes of the EnablingOrdinance. Subject to due compliance with aIl requirementsof 1aw, the Issuer, by virtue of such 1egal authority as may
nov, or hereafter be conferred, and subject to receipt of
adequate assurance from the Company that there are one or
more purchasers for the Bonds, will issue and sell the Bondsin an amount not to exceed S2,385,000 (or such other amountsas may be necessary) to pay the costs of the Project,
2. Undertak in s on the Part of the Issuer.Subject tothe conditions a ove stated, the Issuer agrees as ol low
(a) That it will authorize the issuance and sale of the
Bonds pursuant to the Enabling Ordinance, as then in force;provided, however, that the Issuer and the Company may findit more desirable for the Issuer to issue the Bonds pursuantto some other statutory authority; in such event, the revenue
bonds of the Issuer may be issued pursuant to such statutoryauthority other than the Enabling Ordinance.
(b) That it will enter into a loan agreement or other
agreement or instrument with the Company or its designee,
whereby the Company or its designee will pay to or on behalfof the Issuer such sums as shaIl be sufficient to pay theprincipal of and interest and redemption premium, if any, onthe Bonds as and when the same shall become due and payable.
(c) That it will take such further action and adoptsuch further proceedings as may be required to implement itsaforesaid undertakings or as it may deem appropriate inpursuance thereof.
3.to the condi t i Undertakin s on the Part of the Com n . Subjectons above state , the c ompany agrees as o1lows:
(a) That it will use all reasonable efforts to find oneor more purchasers for the revenue bonds of the Issuer.
(b) That cont emporane-ous.ly with the delivery of suchrevenue bonds it, or its designee, will enter inlo a foanagreement or other agreement or instrument, with the ISSuer,under the terms of which the Company or its aesign"" -*iif
obligate itself to pay to or on -Ueirift of the i;;;;;;;"sufficienr in the aggregate to .pay the p.i.Lipai- of -lna
interest and redemotion premium, i? iny, on the Bonds as andi.rhen the same shali uecorie -au"-."a p"lr'i'ur".
-2-
(c) That it willsuch further proceedingsaforesaid under tak i ngspursuance thereof.
further action and adoptrequired to implement itsmay deem appropr iate in
take suchas may beor as it
4 , General Provisions.
ig"*,.-
age C er
\l
( SEAL )
Attest:\
VILLAGE OF BUFFALO GROVE,
ILLINOI
By
Presi.ent
I
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(a) All corunitments of the Issuer under paragraph 2hereof and of the- _ Company under paragraph 3 'here-of aresubject to the condition that on or -befdre'June l, :.SeS 1orsuch other tater date as sha11 be mutually satisiactory Eothe Issuer and the Company), the fssuer and the Compiny shaI1have agreed to mutually acceptabLe terms and conditions ofthe loan agreenenE or other agreement or instrument referredto in paragraphs 2 and 3 and of the Bonds and otherinstruments or proceedings relatj.ng to the Bonds.
(b) The Company agrees that it will reimburse thefssuer, on demand, for all reasonable and necesia.y -di.e.t
out-of-pocket expenses and reasonable attorneysa-ieis wiricrrthe Issuer may incur at its request arijing tiom theexecution of this Agreement and the ferformance bi the-rssuerof its -obLigations hereunder, and irit:- pay ttre'pieiirnin..yfees and out-of-pocket expenses of bond ",ju,ir"r. irre-co*p.nyfurther _agrees to pay to the Issuer, if and .1 "u"-n ii*. "=the bonds are issued, a non-refundabLe fee "[u"i-to iyto otI? of the principal amount of such bonds.
rN wrrNEss *HEREOF the parti.es hereto have entered intothis- Ag.reement by their officers 'thereunto dury iuit or-irea "" orthe 19th of pebruary, 1985.
' ,;)
( SEAL )
Attest :
It.S Sec etary
DELICE DE F NCE, INC.
B
s Presi d t
a-
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