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1985-12-16 - Resolution 1985-76 - AUTHORIZING THE EXECUTION AND DELIVERY OF A MOA BTWN VBG, IL AND LINCOLN BUFFALO GROVE, LTD., AND IL LIMITED PARTNERSHIP, PROVIDING FOR THE ISSUANCE BY SAID VILLAGE OF HOUSING REVENUE BONDSRESoLUTIoN N0. 85-76 A RESOLUTION ATITHORIZING THE EXECUTION AND DELIVERY OF A I,IEIIIORANDW OF AGREB,'ENT BETWEEN THE VILLAGE OF BUFTALO GROVE, ILLINOIS AND LINCOLN BTIFFALO GROVE, LTD., AN ILLINOIS LII..IITED PARTNERSIIIP, PROVIDING FOR THE ISSLIANCE BY SAID VILLAGE OF HOUSING REVENUE BONDS WHEREAS, the Vl11age of Buffalo Grove (herelnafter called the "V111age")recognlzea that 1t la necessary for the general welfare and economy of thepubllc that the Vlllage endeavor to provlde pentranent opportunltles for enploynent; and WI{EREAS, the Vll1age is a Hone Rule Unit of Governrnent and ls authorlzed under the provisions of Chapter 3.24 of the Vl11age of Buffalo Grove Munlclpal Code, as anended (the ttActt'), to acqulre, construct and finance housing projects, to lease, se11 or flnance the saEe to or for any person, and to provide for the issuance of revenue bonds in conjunctlon therewlth; and WHEREAS, the Vll1age, ln order to lEplenent the public purposes enunerated 1n the Act and in furtherance thereof to induce Llncoln Buffalo Grove, Ltd., (herelnafter called the tt0oner"), to locate an approxlurate 515 unlt apartment project (herelnafter cal1ed the I'ProJect"), wlthln the cor- porate llmlts of the Village, has indlcated lts lntent to issue lts houslng reveoue bonds under and pursuant to the provlslons of the Act and to apply the proceeds therefrom to the payEent of the costs of acqulrlng and lnstalllng land, bulldlngs and equipnent for the Project and to lease, se1l or flnance sald land, bulldlngs and equlpment to or for the orrner; aod WXEREAS, the Owner, after conslderLng a number of posslble locattons I,lthln and outslde the VllJ.age and ln rellance upon the lntent of the V111a8e to finance the acqulsltlon and Lnstallatlon of buildings and equlpnent for the Project through the issuance of housing revenue bonds under the provlslons of the Act, has determlned to locate the Project wlthln the corporate limlts of the Village; and WHEREAS, lt i6 now deeroed advleable to authortze the execution and dellvery by the Vtllage of a Hemorandun of Agreenent expresslng fornally and ln rrrltlng the understandlng heretofore lnformally agreed upon by the Vll1age and the Orner. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRLISTEES OF THE VILLAGE 0t' BUFFALO GROVE, COOK AND LAKE COLTNTIES, ILLINOIS, as follorrs: SECTION 1.The Vtllage Presldent 1s hereby authorlzed and dlrected to execute a Menorandun of Agreenent by and betueen the Vlllage and the orrner and the Village Clerk Is hereby authorlzed and dlrected to afflx the seal of the Vlllage thereto and to attest the sane; and sald Presldent and V111age Clerk are hereby authorlzed and directed to cause saLd Memorandur of Agreement to be dellvered to, accepted and executed by the 0wner, said Memoranduu of Agreement, which ls hereby approved and lneorporated by reference and nade a part of thls authorlzlng resolutlon, to be in substantlally the form attached hereto as Exhiblt A. SECTION 2. All resolutions and orders, or parts thereof, 1n confllct rdlth the provlslons of thls resolutlon are, to the extent of such confllct, hereby repealed and thls resolution shall be in lmnedlate effect fron andafter lts adoption. AyES: 5 - O'Rell1y' Glover, Reid, Shields, Kowalski NAyES: 0 - None ABSENT: 1 - Marienthal pASSED: Decenber L6 1985. AppROVED3 December 16 I 5 Village Presldent ATTEST: qydi.fn {,"i,."". vt114t{ clerk EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEIIoRANDUM 0F AGREEI'{ENT, uade and entered lnto thls 15th day of December, 1985, by and between the Vl1lage of Buffalo Crove, a hone rule xounlclpallty ln Cook and Lake Countles, Illinols (herelnafter cal1ed therrVillage"), aud Lincoln Buffalo Grove, Ltd., an Ill1no1s l1m1ted partnershlp,(herelnafter cal1ed the "Owner"): I^IITNESSETH WHEREAS, the V1l1age ls authorlzed under the provlslons of Chapter 3.24of the Buffalo Grove Munlclpa1 Code, as amended (the "Act") to acqulre, construct and flnance housing projects, to lease, sell or flnance the saEe toor for any person, and to provlde for the issuance of revenue bonds ln conlunctlon therelrith; and WIIEREAS, the V111age, ln order to lmplenent the publlc purposes etrunerated ln the Act and in furtherance thereof to lnduce the Orrner to locate a nultl-fanlly houslng project of approxlmately 616 unlts; located general.ly north of the Chevy Chase Country C1ub, lncluding land, slte lEprovements and all necessary bulldlngs and equlpment (herelnafter collec-tlvely called the "ProJect"), wlthln the corporate llnlts of the Vlllage, has lndlcated lts intent to lssue lts revenue bonds under and pursuant to the provtslons of the Act and to apply the proceeds therefroE to the payoent of all or a portlon of the cost of the Project; and WHEREAS, the Olrner, after consldering a number of posslble Locatlonsrrithin and outside of the State of Il1lnols, and ln rellance upon the lntentof the Vlllage to flnance the cost of the Project through the lssuance of lts reveoue bonds under the provlslons of the Act, ha6 determlned to locate the Project wlthln the corporate llnits of the Vlllage; and WHEREAS, 1t ls now deemed advlsable to express foroally and ln wrlting the underatandlng heretofore lnfornally di.scussed by the partles hereto: NoW, THEREFORE, ln conslderatlon of the premisea and of the nutual undertakLngs hereio expressed, the parttes hereto recognlze and intend asfollows: A. The Vlllage represents and lntends: 1. That the Vlllage is authorlzed by the provlsions of the Act toflnance the acqulsltlon, lmprovenent, construction and lnstallation of theProject and for the purpose of paylng all or a portlon of the cost of suehacqulsttlon, lEproveEent, constructLon and lnstallatlon includlng expenseslncldental thereto, and ls authorized as aforesald to lasue 1ts revenue bondspayable froo the revenues and lncoue derlved by the VlIJ.age from the project. 2, That the Village lntends, subject in alL respects to the provlsions and requirements of the Act and to a sale of lts revenue bonds on termssatlsfactory to the Owner, to u6e its best efforts to authorlze, lssue, sell and deliver lts revenue bonds, to be lssued in one or more serles in an aggregate principal aEount of not Eore than 945,000,000 (the exact prlncipal aEount to be flxed by ordinance of the Vlllage at a later date and agreed by the Orrner, but not to exceed the cost of acqulsltlon, lmprovement, constructlon and ln6tallatlon of the ProJect and expenses lncldental theretoas eetlmated at the tlne of issuance of satd revenue bonds), and apply the proceeds therefrox0 to the payment of the cost of acqulrlng, lmprovlng,constructlng and lnstal11ng the Prolect, provlded that prior to the lsauance and delivery of such revenue bonds there shall have been entered lnto betweenthe Owner (or Land Trust to be deslgnated by owner actlng on behalf of the Osner, or any other entlty acceptable to the Vl1lage) and the Villagenutually acceptable contracts whereby the Ormer will agree to enter into ftnanclng agreeoents f,rith the Vl11age upon terms whlch w111 conply hrlth the provLslons of the Act and whlch w111 provide for the payment of anounts whLchwlll be sufflclent to enable the Vlllage to pay the prlnclpal of and lnterest on sueh revenue bondg. 3. That the flnanclng of the acqulsition, lmprovenent, constructlon and lnstallation of the Project by the V1llage Ls a proper pub11c corporate purpose and that the floancing thereof for the Orrner 1s necessary to lnnplenent the publlc purposes set forth 1rl the Act. B. The Ormer represents and lntends: l. decent , That the Project w111 result in an increase ln the number of safe and sanltary houslng unlts in the Vlllage. 2. That if the proposed revenue bonds (lncluding the rate of tntereat thereon) of the Vlllage are satlsfactory, the Owner will enter lnto financlng agreeEents wlth the Vlllage upon terms uhtch will be sufflctent to pay the cost of acquirlng, lmprovlng, con8tructlng and 1nstalllng the ProJect as evldenced by such revenue bonds to be lssued for the account of the project, and w111 enter lnto such appropriate cootracts rrlth the Vttlage wlth regardto the foregolng prlor to the lssuance and dellvery of any such revenue bondsby the Village. C, It 1s further recogulzed and follows: lntended between the partles hereto as l. That the revenue bonds to be issued by the Vlllage sha11 neverconstltute an lndebtedness of the Vl11age or a loan of the credlt thereof t lthln the neanLng of any constltutLonal or statutory provlsions, and suchfact sha11 be plalnly stated on the face of each of sald bonds. No holder of any of said bonds shal1 ever have the rlght to compel any exerclse of thetaxlng polrer of the Vl1lage to pay sald bonds or the lntereat thereon. 3. That the owner lntends to cause duriog the term of any such floancing agreements to maintain and operate the ProJect as nultl-familyresldential houslng. Payment of the prlnetpal of, prexnium, lf any, and lnterest on such revenue bond6 to be lssued to flnance the co6t of the ProJect shall be secured by apledge, either to the purchasers and holders of sald bonds or to a trustee actlng under an lndenture of trust for the beneflt of the holders of said bonds, of the revenues and lncone derlved by the V1l1age fron the project orother security glveo therefor. Title to the ProJect shall be in the Owner. 2. That a prlnary lnducenent to the Orrner 1n locatlng the Projectwlthln the Vlllage 1s the lntent of the Vlllage to flnance the acqulsltlon, lnprovement, constructlon and lnstallatlon of the Project through the Lssuance of lts revenue bonds pursuant to the provlslons of the Act. The lssuance of the Vlllageis revenue bonds pursuant to the provlelons of the Act are Bubject to the Corporate Authorlttes approving a developnent pJ.an for the subject ProJ ect, 3. That lt ls deslrable that the olrner, rather than the Village, arran8e for the acquisltlon, lmprovenent, constructi.on and lnstal.latlon of the Project ln order to lnsure that the Project will conform to the requlrementsof the Owner. 4. That thts Agreement shall lnure to the beneflt of the parties hereto and theix reapectlve successors aud asslgns; provlded, however, thatln the event the bonds are not lssued or sold as contemplated hereln there shall be no liabillty on the part of the Orrner or of any of thelr offlcers or enployees of such nonlssuance or nondeJ-ivery. 5. That the Vlllage Bhall be paid the amount of one percenr (I.002) of the orlglnal prlnclp8l amount of such revenue bonds as an lssuance and aervlce charge. Sald paynent shal1 be nade solely fron the proceeds of such revenue bonds. That all other costs lncldental to the lssuance of such revenue bonds lncludlng the Vlllagers attorneyrs fees, prlntlng fees and all other slnllar expenaes shal1 be pald from the proceeds of sald bond lesue. That ln no event shall the Vl1lage be liab1e for any costa or expenses arlslng froo the tssuance of sald bonds. 6. That thls Agreenent nay be executed ln separate counterparts, all of whlch shall be deened a slngle lnstrument. 7. A11 comituents to the Vlllage under Sectlon A hereof and of the Owner under Sectlon B hereof are subject to the Vlllage and the Olrner havlng agreed to nutually acceptable terms and conditlons of the agreements referredto ln Sectlons A and B above. IN WITNESS THEREoF, The Vlllage of Buffalo crove, acrlng by and through lts corporate authorltles, has caused its corporate nane to be hereunder subscrlbed by Verna Clayton, lts duly authorized Presldent, and attested under its offlclal seal by Janet Slrablan, lts Vlllage Clerk, Llncoln Buffalo Grove, Ltd., an Illlnols llmlted partnershlp, has caused its narne to be hereunto subscrlbed by lts duly authorlzed representatlve, all belng done asof the year and date flrst above urltten. se^+l!l &-),;-^rnTtra da;E VILLAGE OF BUFtrALO GROVE, ILLINOIS B Vlllage Presldent LINCOLN BLIF!'ALO GROVE, LTD. AN ILLINOIS LU,IITD PARTNERSHIP B Its- ATTEST: Payment of the principal of, premlum, lf any, and interest on such revenuebonds to be issued to finance the cost of tire project shal1 be secured by apledge, either to the purchasers and holders of sald bonds or to a trusteeacting under an lndenture of trusr for the benefit of the holders of saidbonds' of the revenues and income derived by the vllrage from the project orother security gi.ven therefor. Title to the project sha11 be in the 6wner, That a prinary inducement to the Orrner in locating the projectwlthin the Vlllage ls the intent of the Village to finance ihe acqrri!1tiorr,Lmprovenent, construction and installatlon of the project through theissuance of its revenue bonds pursuant to the provisions of the Act, Thelssuance of the villagers revenue bonds pursuant to the provisions of the Actare subject to the corporate Authorities approving a development plan for thesubj ect ProJ ect . 3. That it 1s desirable that rhe Owner, rather thanarrange for the acquisitlon, improvement, construction andProject in order to insure that the project will conform toof the Owner. - 4, That this AgreeEent shall inure to the benefit of the partieshereto and their respectlve successors and assigns; provided, however, that1n the event the bonds are not issued or sold ai contenplated herein ihereshall be no llabiltty on the part of the owner or of any of thelr offrcers oremployees of such nonissuance or nondelivery. 5. That the Vl1lage shal1 be pald the aoount of one percent (1,002) ofthe origlnal prlncipal amount of such revenue bonds as an iisuance andservice charge. Sald payment shaLl be uade so1e1y from the proceeds of suchrevenue bonds. That alr other costs incidental to the issuance of suchrevenue bonds lncluding the vlllagers attorneyrs fees, printing fees and allother sinllar expenses sha11 be paid fron the proceeds of sald bond lssue,That ln no event shal1 the Village be llable for any cosrs or expensesarlsing fron the lssuanqe of said bonds. - 6. That thls Agreenent rnay be executed ln separate counterparts, allof which sha11 be deemed a slngle instrunnent. 7, A11 connltments to the Vlllage under Section A hereof and of theowner under section B hereof are subject to the virlage and the owner havlngagreed to r,utually acceptable terms and conditions of the agreements referredto in Sectlons A and B above. IN SIITNESS THERE0F, The V11lage of Buffalo crove, acrl ng by and throughits corporate authorities, has caused its cor Porate name to be hereundersubscrlbed by Verna Clayton, its duly authori zed President, and attestedunder 1ts officlal seal by Janet Slrablan, it s Vl11age C1erk, Llncoln Buffalo G rove, Ltd., an Illinols llnlted partnership,has caused its narne to behereunto subscribed by its duly authorized re presenta ve, all belng done as ary T.chadurian Linco falo Grove, Ltd., an Illinois the village, lnstallation of the the requireEents of the year and date fLrst above written. limited partnership ATTEST: VILLAGE OF BUFFALO GROVE, ILLINOIS Vtllage President L GROVE Vlllage Cl erk tut tt\!IP