Loading...
1985-09-09 - Resolution 1985-43 - AUTHORIZING THE EXECUTION AND DELIVERY OF A MOI BTWN VBG, IL. AND ZALE GROUP, INC. PROVIDING FOR THE ISSUANCE BY SAID VILLAGE OF COMMERCIAL INDUSTRIAL REVENUE BONDSRESOLUTION NO. 85- 43 RESOLUTION authorizing the execuEion and deliveryof a Memorandum of InEenE bethreen the Village ofBuffalo Grove, Illinois and Zale Group, Inc.,providing for the issuance by said Village ofCorrnercial Industr ia1 Revenue Bonds. WHEREAS, the Village of Buffalo Grove (hereinafEer called the "Village") recognizes that it is necessary for Ehe general vrelfare and economy of the public that the Village endeavor to provide pernanent opporEunities for employment i and WI{EREAS, che Village is a Home RuIe Unit of Government and is authorized under the provisions of Ordinance No. 85-32 adopted on June 3, 1985 (che "Enabling Ordinance"), Eo acquire, construct and finance commercial projecEs, to lease, sell or finance the same to or for any person, and to plovide for the issuance of revenue bonds in conjunction Eherewith; and WI{EREAS, the Village, in order to implemenc the public purposes enumerated in the Enabling Ordinance and in furtherance thereof to induce Zale Group, Inc., an Illinois corporation (hereinafter called the "Ohrner"), to locate a comnercial office building of approximately 12,600 square feeE, in the Buffalo Grove Conmerce Center on Lake Cook Road, including land, site improve- ments, che building and equipment, (hereinafter collectively called the "Project"), wiEhin the corporate limits of the Village, has indicaced its intent to issue iEs revenue bonds under and pursuanE to the provisions of Ehe Enabling Ordinance and to apply Ehe proceeds therefrom co Ehe paynent of Ehe cosEs of acquiring and installing land, improvements, Ehe building and equipment for the Project and to lease, se1l or finance said land, improvements, the building and equipment to or for Ehe Owner; and WHEREAS, the Owner, after considering a number of pos- sible locations within and outside the Village and in reliance upon the intent of the Village to finance the acquisition and installation of land, impEovements, the building and equipmenE for the Project through the issuance of f,evenue bonds under the pro- visions of Ehe Enabling ordinance, has determined to locaEe the Project within Ehe corporate limits of the Village; and exec uE ion exPress ing informally WITEREAS, iE is now deemed advisable Eo authorize uhe and delivery by the Village of a Memorandurn of InEent fornally and in wriEing the understanding heretofore agreed upon by the Village and the Owner; NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFTALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, as follows: SECTI0N ONE: The Village Presidenr is hereby aurhorized and direcEed to execute a Memorandum of InEent by and betlreen the Village and the 0wner and the Village Clerk is hereby authorized and directed Eo affix the seal of the Village thereto and to -2- attesc Ehe same; and said President and Village Clerk are hereby authorized and directed to cause said Memorandum of Intent to be delivered Eo, accepted and executed by Ehe Owner, said Memorandum of IntenE, which is hereby approved and incorporated by reference and made a part of this authorizing resoluEion, Eo be in sub- stantially the form atEached hereEo as Exhibit A. SECTION TWO: A11 resolucions and orders, or parts thereof, in conflicL rdith Ehe provisions of this resoluEion are, Eo the extent of such conflict, hereby repealed and this resolu- Eion shall be in inmediate effect from and after its adoption. ADOPTED AND APPROVED THIS 9tl d.y of SepEember, 1985. age r es ATTEST: age er &eir-^ AYES: NAYES: ABSENT: -3- 6 - Marienthal , O'Rei11y, Clover, Reid' Shields, Kovalski 0 - None 0 - None EXIIIBIT A }IE}IORANDU}I OF INTEIIT THIS MEMORANDUM OF INTENT, made and enEered into Ehis 9th day of September, 1985, by and beEtreen the VILLAGE 0F BUFFALO GROVE, a home rule municipality in Cook and Lake Counties, Illinois (hereinafter called the "Village"), and ZALE GRoUP, INC., an Illinois corporation (hereinafter called the "Owner"): WHEREAS, Ehe Village is auEhorized under tbe provisions of Ordinance No. 85-32 adopted on June 3, 1985 (the "Enabling Ordi- nance") to acquire, construcE and finance conrmercial projecEs, to lease, seIl or finance the same to or for any person, and to pro- vide for the issuance of revenue bonds in conjuncEion therewith; and WHEREAS, the Village, in order Eo implement Ehe public pur- poses enumerated in the Enabling Ordinance and in furtherance Ehereof Eo induce the Owner to locate a comercial office building of approximately 12,600 square feet, in the Buffalo Grove Commerce center on Lake Cook Road, including land, site improvements, the building and equipment (hereinafEer collectively ca1led the "Project") rwithin che corporate limits of the Village, has indica- ted it intent to issue its revenue bonds under and pursuant to the provisions of the Enabling Ordinance and to apply the proceeds therefrom Eo Ehe payment of all or a portion of the cosE of Ehe Project; and !rr!E!!Erg' WHEREAS, the Owner, after considering a number of possible locations within and outside the State of Illinois, and in reli- ance upon the intent of the Village t.o finance the cost of the Project through the issuance of its revenue bonds under the provi- sions of the Enabling Ordinance, has determined to locate the Project within the corporate Iimits of the Vitlage; and WHEREAS, it is now deerned advisable to express fornally and in writing the understanding heretofore infornally discussed by the parties hereto: Nolil, THEREFORE, in consideration of the premises antl of the rnutual undertakings herein expressed, the parties hereto recognize and intend as follows: A. The village represents and intends: t. That the Village is authorized by the provisions of the Enabling Ordinance to finance the acquisition, improvement, con- strucEion and installation of the Project and for the purpose of paying all or a portion of the cost of such acquisition, improve- ment, construction anil installation including expenses incidental thereto, is authorized as aforesaid to issue its revenue bonds payable from the revenues and incone derivetl by the Village from the Proj ect. -2- 2. That the Village intends, subject in a1t respects to the provisions and requirenents of the Enabling Ordinance and to a sale of its revenue bonds on terms satisfactory to t.he Ovrner, to use its best efforts to authorize, issue, selL and aleliver its revenue bonds, to be issuetl in one or nore series in an aggregate principal amount. of not more than S500,000.00 ( the exact principal amount to be fixed by ordinance of the village at a later date and agreed by the Owner, but not to exceed the cost of acquisition, improvenent, construction antl installation of the Project. and expenses incidental t.hereto as estimated at the time of issuance of said revenue bonds), and apply the proceeds therefrom to the payment of the cost. of acquiring, improving, constructing and installing the Project, provided that prior to the issuance antl delivery of such revenue bonds there shall have been enteretl into between the Owner (or Land Trust to be designated by Owner acting on behalf of the Owner, or any other entity acceptable to the Village) and the Village mutually acceptable contracts whereby the Omer will agree to enter into financing agreenents with the Village upon terms which will comply rith the provisions of the Enabling Ordinance and which wilI provide for the palzment of amounts nhich will be sufficient to enable the Village to pay the principal of and interest on such revenue bonds. 3. That the financing of the acquisition, inprovernent, construction and installation of the Project by the Village is a proper public corporate purpose and that the financing thereof for the Owner is necessary to implement the public purposes set forth in the Enabling Ord inance. -3- B. The Owner represents and intends: 'I . That the Project rrill, result in an existing tax base of the village, leading to prosperity for the residents of the ViIlage. i ncrea se increased in the welfare and 2. That if the proposed revenue bonals ( including the rate of interest thereon) of the village are satisfactory, the Ovrner will enter into financing agreements vrith the Village upon terms which wiIl be sufficient to pay the cost of acquiring, irnproving, constructing and installing the Project as evidenced by such revenue bonds to be issued for the account of the Project, and will ent.er into such appropriate contracts with the village with regard to the foregoing prior to the issuance and delivery of any such revenue bonds by the ViIlage. 3. That the Ogrner intenals to cause iluring the term of any such financing agreements to rnaintain and operate the Project as a cornmercial off ice building. c. It is further recognized and intended between the parties hereto as follows: 'I . That the revenue bonds t.o be issued by the village shall never constitute an indebtedness of the village or a loan of the creilit thereof rrithin the meaning of any constitutional or statu- tory provision, and such fact shall be plainly stated on the face of each of said bonds. No hoLiler of any of said bonils shall ever have the right to conpel any exercise of the taxing power of the Village to pay said bonds or the interest thereon. -4- Payrnent of the principal of, preniun, if any, and interest on such revenue bonds to be issued to finance the cost of the Project shall be secured by a pledge, either to the purchasers and holders of said bonds or to a trustee acting under an indenture of trust for the benefit. of the holders of said bonds, of the revenues and income derived by the Village from the Project or other security given therefor. Title to the Project shall be in the Ohrner. 2. That a primary intlucenent to the Owner in locating the Project within the Village is the intent of the Village to finance the acquisition, improvement, construction antl installation of the Project through the issuance of it.s revenue bonds pursuant to the provisions of the Enabling Ordinance. 3. That it is desirable that the Owner, rather than the vilJ.age, arrange for the acquisition, improvenent, construction and installation of the Project in order to insure that the Pro- ject will confortn to the requirements of the Owner. 4. That this Agreement shall inure to the benefit of the parties hereto and their respective successors and assignsi pro- vided, however, t,hat in the event the bonds are not issued or sold as contemplated herein, there shall be no liability on the part of the Village or of the Ovrner or of any of their officers or en- ployees for such nonissuance or nondelivery. -5- 5. That the Village shall be paid the amount of one-tenth of one percent (1/10* ) of the original principal amount of such revenue bonds as an issuance and service charge. saial paynent shall be nade sole1y from the proceeds of such revenue bonds. That all other costs incidental to the issuance of such revenue bonds including the Villagers attorneyrs fees, printing fees and al1 other sinilar expenses shall be paid from the proceeds of said bond issue. That in no event shall the Village be liable for any costs or expenses arising from the issuance of said bonds. 6. That this Agreement may be executed in separate counter- parts, all of which shall be ileened a single instrument. IN WITNESS I{HEREOF, TIIE VI LLAGE OF BUFFAIO GROVE, acting by and through its corporate authorities, has caused its corporate name to be hereunder subscribeal by Verna CIayton, its duly autho- rized President, and attested under its official seal by Janet Sirabian, its ViLlage Clerk, and ZALE GROUP, INC. has caused its name to be hereunder subscribed by its duly authorized representa- tive, all being done as of the year and date first above written. VILLAGE OT' BUFFALO GROVE, ILLINOIS /' B L EP re L t [S E A L] ATTEST : qo^il(.824$rq4 ---TT[rase elEif -6- q< ZALE GROUP, an I1I inois INC., corpora t i on b BV Presiden )I se cre tary -7- 1'o1. '.. )-, : : -. ATTEST :