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1985-12-16 - Resolution 1985-77 - AUTHORIZING THE EXECUTION AND DELIVERY OF A MOA BTWN VBG, IL AND THE FAIRWAY APARTMENTS VENTURE, PROVIDING FOR THE ISSUANCE BY SAID VILLAGE OF HOUSING REVENUE BONDSRESOLUTION NO. 85.7 7 A RESOLUTION AUTHORIZING TIIE EXECUTION AND DELIVERY OF A ME{ORANDI)I.{ OF AGREEUENT BETWEEN TIIE VILLAGE OF BUFF'ALO GROVE, ILLINOIS AND THE FAIRWAY APARTI'{ENTS VENTURE, PROVIDING trOR THE ISSUANCE BY SAID VILLAGE OF HOUSING REVENUE BONDS. WHEREAS, the Vlllage of Buffalo Grove (herelnafter cal1ed the "Vlllage") recognlzea that lt 1s necessary for the general welfare and economy of the publlc that the Vl1lage endeavor to provlde permanent opportunltles for eEployuent; and WHEREAS, lt ls now deened advlsable to authorlze the executlon and dellvery by the ViJ.lage of a llenorandun of Agreement expreselng forurally and 1n rrrltlng the understandlng heretofore lnformally agreed upon by the Vlllage and the O$rrer. SECTION 1. The Vi11a ge Prestdent 1s hereby authorlzed and dlrected to execute a Menorandum of AgreeEent by and between the Vll1age and the owner and the Vlllage Clerk ls hereby authorlzed and dlrected to afftx the seal of the Vlllage thereto and to attest the sane; and sald President and Vlllage Clerk are hereby authorlzed and dlrected to cause sald Memorandun of Agreement to be dellvered to, accepted and executed by the onner, sald WSEREAS, the Vll1age ls a Home Rule Untt of Government and ls authorLzed under the provlslons of Chapter 3,24 of the Vlllage of Buffalo Grove Munlcipal Code, as amended (the "Acttt), to acqutre, construct and flnance houslng projects, to lease, sell or flnance the aane to or for any per6on, and to provide for the lssuance of revenue bonds ln conjunction therewlth; and WHEREAS, the Vl11age, ln order to lnplement the publlc purposes enumerated ln the Act and ln furtherance thereof to lnduce The Falrway Apartments Venture, (herelnafter called the tt0rner"), to locate an approxlmate 320 untt apartment project (herelnafter calIed the rrProjectr'), rrithln the corporate llmits of the Vlllage, has lndlcated lts lntent to isaue Itg housing revenue bonds under and pursuant to the provlslons of the Act and to apply the proceeds therefron to the payment of the costs of acquirlng and lnstalling land, bu1ld1ngs and equlpnent for the Project and to 1ease, sell or finance sald land, buLldlngs and equlpnent to or for the orner; and WHEREAS, the Orrner, after conslderlng a nunber of posslble locatlons wlthtn and outBlde the Vlllage and 1n rellance upon the lntent of the V1l1age to flnance the acqulsitlon and lnstallatlon of bu11dlngs and equipnent for the Project through the issuance of houslng revenue bonds under the provlslons of the Act, has determlned to locate the Project rlthln the corporate llloits of the V1l1age; and NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OT TIIE VILLAGE OF BTIFFAIO GROVE, COOK AND LAKE COUNTIES, ILLINOIS, as follows: Memorandum of Agreement, whlch ls hereby approved and lncorporated by reference and made a part of thls authorlzlng resolutlon, to be lrt Bubstantlally the forn attached hereto as Exhlblt A. SECTION 2. A11 resolutlons and orders, or parts thereof, in confllct wlth the provlslons of thls resolutlon are, to the extent of such confllct, hereby repealed and thls resolution shall be ln inmedlate effect from and after its adop t lon. AyES: 4 - OrReilly, Glover, Reid, Shields NAyES: 1 - Kowalski 1- Mari-enthalABSENT: PASSED:December 16 APPROVED:Deceuber 16 1985. 1985. Vl1lage Presldent ATTEST: $\c^.* Tn 8-'1,"-' vl11dgd Clerk EXHIBIT A MM,.IORANDW OF AGRE&,IENT THIS MEMORANDUU 0F AGREEMENT, made and entered lnto this 16th day of Decenber, 1985, by and between the Vlllage of Buffalo Grove, a home rule nunlclpality ln Cook and Lake Counties, Illinols (hereinafter called the "Vlllage"), and The Fairway Apartoents Venture, (herelnafter called thet'ovner"): WHEREAS, the Vlllage, ln order to lmplenent the public purposes enuoerated 1n the Act and In furtherance thereof to lnduce the OFner to locate a multl-farolly houslng project of approxr.nateJ.y 320 unlts; located generally east of the Buffalo Grove Golf Course, lncluding 1and, site lmprovements and all necessary bulldlugs and equlpment (herelnafter collec- tlvely called the rrProjectr'), wtthln the corporate llnlts of the Village, has indlcated 1ts lntent to lssue lts revenue bonds under and pursuant to the provlslons of the Act and to apply the proceeds therefrom to the paynent of all or a portlon of the cost of the Project; and I.IHEREAS, the Orrner, after considerlng a number of posslble locatlons withln and outslde of the State of Illlnols, and Ln reliance upon the Lnteot of the Vlllage to flnance the cost of the Project through the lssuance of lts revenue bonds under the provlslons of the Act, has deternlned to locate the Project rrithln the corporate llnits of the Vlllage; and WIIEREAS, 1t ls now deemed advlsable to express forrnally and ln writing the understandlng heretofore Lnfornally dlscussed by the partles hereto: NOI.,, THEREFoRE, in consideratlon of the prexnises and of the nutual undertaklngs hereln expressed, the partles hereto recognlze and lntend as follows: A. The vlllage represents and lntends: I. That the Vlllage ts authorlzed by the Provlslons of the Act to flnance the acqulsltlon, Lnprovenent, construction and installatlon of the Project and for the purpose of paylng all or a Portlon of the cost of such acqulsltlon, lnprovement, construction and lnstallation lncludlng expenses lncldental thereto, and Is authorized as aforesald to lssue lts revenue bonds payable from the revenues and income derlved by the Vtllage fron the Project. WITNESSETH WHEREAS, the Vll1age 1s authorlzed under the provlsions of Chapter 3.24of the Buffalo Grove Munlclpal Code, as aoended (the "Act") to acqulre, conatruct and flnance houslng projects, to lease, sel1 or flnance the saue to or for any person, and to provide for the lssuance of revenue bonds ln conjunction therewlth; and 1. That the Project Lrlll result decent, safe and sanltary houslng unlts cltlzens, ln the Vil1age. in an lncrease in the number of lncludlng unlta set aslde for senior 2. That the Village intends, subject ln all respects to the provlslons and requlrements of the Act and to a sale of Lts revenue bonds on terms satlsfactory to the Owner, to use lts best efforts to authorlze, lssue, sel1 and deliver its revenue bonds, to be lssued in one or more series in an aggregate prlnclpal aEount of not more than $25,000,000 (the exact princlpal amount to be flxed by ordinance of the Vlllage at a later date and agreed by the O!r'ner, but not to exceed the cost of acquisitlon, improvement, constructlon and lnstallatlon of the ProJect and expenses lncldental thereto as estlmated at the tlDe of issuance of sald revenue bonds), and apply the proceeds therefron to the pa)rment of the cost of acqulring, inprovlng, constructing and lnstalllng the Project, provlded that prlor to the lssuance and delivery of such revenue bonds there shal1 have been entered into between the Owner (or Land Trust to be deslgnated by Orner actlng on behalf of the Orrner, or any other entity acceptable to the Vtllage) and the Village nutually acceptable contracts whereby the O$ner will agree to enter into flnanelng agreements $ith the Village upon terms which will conply wlth the provLsions of the Act and whlch w111 provide for the payEent of amounts whlch w111 be sufflclent to enable the Vl11age to pay the prlncipal of and lnterest on such revenue bondg, 3. That the flnanclog of the acqulsltion, lnproveoent, construction and lnstallatlon of the Project by the Vlllage ls a proper publlc corporate purpose and that the flnanclng thereof for the Orner ls necessary to implement the publlc purposes set forth in the Act. B. The Owner represents and lntends: 2. That lf the proposed revenue bonds (lncluding the rate of lnterest thereon) of the Vlllage are satisfactory, the Owner wilL enter lnto financing agreements lrith the Village upon terms rrhich wlll be sufficlent to pay the cost of acquirlng, improving, constructlng and lnstalllng the Project as evidenced by such revenue bonds to be lssued for the account of the Project, and w111 enter lnto such appropriate contracts lrith the Village wlth regard to the foregolng prior to the lssuance and delivery of any sueh revenue bonds by the vlllage. 3. That the 0rrner lntends to cause durlng the term of any such financlng agreements to maLntain and operate the ProJect as nultl-fanlly residential housing, C. It ls further recognlzed and lntended betrreen the parties hereto as follows: 1. That the revenue bonds to be issued by the Vlllage sha11 never constitute an lndebtedness of the Vtllage or a loan of the credit thereof wlthln the meaning of any constitutionaL or statutory provlsions, and suchfact sha11 be plainly stated on the face of each of said bonds. No holder of any of said bonds shal1 ever have the rlght to coopel any exercise of the taxtng porrer of the Vlllage to pay sald bonds or the interest thereon. Pa)ment of the prlncipal of, premiun, lf any, and lnterest on such revenue bonda to be lssued to flnance the cost of the ProJect shall be secured by a pledge, elther to the purchasers and holders of said bonds or to a trustee actlng under an indenture of trust for the beneflt of the holders of sald bonds, of the revenues and lneome derlved by the Village from the Project or other securl-ty glven therefor. Tltle to the Project shall be 1n the Orrner. 2. That a prluary lnduceEent to the owner ln locatlng the Projectrrlthln the Vlllage is the intent of the Vlllage to finance the acqulsltlon, lmproveEent, constructlon and 1nstallat1on of the Project through the lssuance of 1ta revenue bonds purauant to the provlslons of the Act. The lssuance of the Vlllagers revenue bonds pursuant to the provLslons of the Act are subJect to the Corporate Authorltles approvlng a developnent plan for the subject Proj ect. 3. That lt ls deelrabl.e that the Osner, rather than arrange for the acqulsltlon, Lmprovement, conatructlon and Project ln order to lnsure that the Project rrlll conforn toof the owner. th 1n t e Vl11age, 6tallat1on of the he requlreoenta 4. That thls Agreement shal1 lnure to the beneflt of the partlea hereto and thelr respectlve succeseors and asslgns; provided, however, that ln the event the bonds are not lssued or sold as contemplated hereln there sha1l be no llablllty on the part of the Owner or of any of thelr offlcers or enployee6 of auch nonissuance or nondellvery. 5. That the Vl11age shall be paid the aEounr of one percent (f.002) of the orlglnal prl.nclpal amount of such revenue bonds as an lssuance and servlce charge. Sald paynent shall be uade so1ely froo the proceeds of such revenue bonds. That all other costs lncldental to the lssuance of such revenue bonds lncludlng the Vlllagers attorneyrs fees, prlntlng feea and all other slnllar expenses sha1l be pald from the proceeds of sald bond lssue. That ln no event sha11 the Village be llable for any costs or expenaes arlslng fron the lssuance of sald bonds. 6. That thls Agreenent may be executed ln separate counterparts, ell of whlch shall be deened a slngle lnatrunent. 1. A11 comj-taents to the Vlllage under Sectlon A hereof and of the Orner under Sectlon B hereof are aubJect to the Vlllage and the owner havtng agreed to nutually acceptable terna and condltions of the agreenents referred to ln Secttons A and B above. IN WITNESS THEREoF, The Vlllage of Buffalo crove, actinS by and throughlts corporate authoritles, has caused lts corporate name to be hereunder subscrlbed by Verna Clayton, its duly authorized Presldent, and atteated under lts offlctal seal by Janet Slrabtan, 1ts Vtllage Clerk, the Falrlray Apartments Venture, has caused lts name to be hereunto subscrlbed by lts duly authorlzed representatlve, all belng done as of the year and date flrst above urltten. VILLACE OF BUFFALO GROVE, ILLINOIS B ATTEST : 11 age Pres id ent By $A"i*.TYt 8/d"; VlUhg'e Clerk Its- FAIRWAY APARTMENTS VENTURE ATTEST : VILLAGE OF BUFFALO GROVE, ILLINOIS B Village President FAI Vlllage Clerk E B t^tu J Its-d.-^- APARTMENTS Pa)rment of the prtncipal of, prenlun, lf any, and lnterest on such revenue bonds to be lssued to fioance the cost of the project shal1 be secured by apledge, elther to the purchasers and holders of sald bonds or to a trusteeactlng under an indenture of trust for the beneflt of the holders of sald bonds, of the revenues and income derlved by the V11lage from the project orother securlty given therefor. Title to the project sha11 be in the Orcner. 2. That a prlnary inducenent to the Owner ln locatlng the project wlthln the V11lage ls the lntent of the Vlllage to finance the acquisltlon, lmprovement, constructlon and lnstallatlon of the project through the Lssuance of lts revenue bonds pursuant to the provlslons of the Act. The lssuance of the Villagets revenue bonds pursuant to the provisLons of the Actare subject to the Corporate Authorltles approvlng a developnent plan for the subject ProJ ect. 3. That lt ls deslrable that the Onner, rather than the V11lage, arrange for the acqui.sition, lmproveEent, construction and installatlon of theProject ln order to lnsure that che Project w111 confonn to the requlreEentsof the Owner. 4. That thls Agreement shall inure to the benefit of the partles hereto and thelr respective guccessors and asslgns; provlded, holrever, thatin the event the bonds are not lssued or sold as contemplated hereln thereshall be no llability on the part of the Owner or of any of thelr offlcers or employees of such nonlssuance or nondeli.very. 5. That the Vlllage sha1I be pald rhe aoount of one percent (1.002) of the orlglnal prlnclpal amount of such revenue bonds as an issuance and servlce charge. Sald payment shall be rnade solely from the proceeds of such revenue bonds. That all other costs lncldental to the issuance of such revenue bonds lncluding the Vl1lage's attorney's fees, prlntlng fees and all other slnllar expenses shal1 be paid fron the proceeds of sald bond issue. That 1n no event shall the Vlllage be llable for any costs or expenses arislng froo the issuance of sald bonds. 6. That thls AgreeEent loay be executed in separate counterparts, all of whlch shall be deened a slngle Lnstrunent. 7. A11 conmitments to the Vlllage under Sectlon A hereof and of the Owoer under Sectlon B hereof are subject to the Vl11age and the Owner having agreed to nutually acceptable terns and condltions of the agreenents referred to in SectLons A and B above. IN WITNESS THERE0F, The Vlllage of Buffalo Crove, actlng by and through its corporate authorltles, has caused lts corporate na6e to be hereunder subscrlbed by Verna Clayton, lts duly authorized Presldent, and attested under its offlclal seal by Janet Sirablan, its V111age Clerk, the Falrway ApartEents Venture, has caused lts name to be hereunto subscrlbed by lts duly authorized representatlve, all belng done as of the year and date flrst above wrltten.