1985-12-16 - Resolution 1985-78 - AUTHORIZING THE EXECUTION OF A MOA BTWN VBG, LAKE AND COOK COUNTIES, IL AND BERNARD KATZ & CO. INC. REGARDING THE ISSUANCE OF MULTI-FAMILY HOUSING REVENUE BONDSNO. 85 R-8578
A RESOLUTION AUTHORIZING THE EXECUTION OF A
II.IE!4ORANDUM OF AGREEMENT BY AND BETWEEN THE
VILLAGE OF BUFFALO GROVE, LAKE AND COOK COUNTIES,
ILLINOIS AND BERNARD KATZ & COIiTPANY, INC.
REGARDING THE ISSUANCE OF MULTI-FAMILY
HOUS ING REVENUE BONDS
WHEREAS, the Vil lage of Buffalo Grove, Lake and Cook
Counties, IIl inois (the "vi11age" ), is a duly constituted and
existing municipality within the meaning of Section I of Article
vIr of the 1970 Constitution of the staEe of Illinois and is a
"home rule unit" under Section 6(a) of Article vII of said 1970
Constitution and pursuant to Chapter 3.24 of the village of
Buffalo Grove Municipal Code, as amended (the "Act"), the ViIlage
is authorized to acquire, construct, reconstruct, improve, better
or extend any residential housing project (as defined in the Act)
and to issue its revenue bonds for the purpose of financing the
costs of any such project; and
WHEREAS, so as to accomplish the purposes of the Act, the
Vi11age proposes to issue one or more issues of multi-family
housing revenue bonds pursuant to the provisions of the Act as
then in effect to finance the costs of the development and
consEruction of a nuLti-family residential development consisting
of t.he development of the site legally described as the South 275
feet of the West 1100 feet of the East 1870.22 feet of the South
East I/4 of Section 4, Township 42 North, Range 11 East of the
0
\
I
'r
Third Princir.- Meridian ( except the No.< h 17 feet of 'the South
50 feet taken for Dundee Road), in Cook County, Illinois, and
constructing thereon 3 or more buildings for use as multi-family
residences, together irith related improvements (rrhich developtnent
or any portion or portions thereof is hereinafter referred to as
the 'Project") for Bernard Katz & Company, Inc. (the 'Developer" )
or for such other corporations, partnerships or legal entities
designated by the Developer (the "Designee or Designees" ); and
WHEREAS, it is deemed necessary and advisable, to accomplish
the purposes of the AcE, that the Project be undertaken at the
earliest practicable date, and the Developer has requested
satisfactory assurances from the village that the proceeds of the
sale of multi-family housing revenue bonds of the Village in an
aggregate amount sufficient to finance the entire cost of the
Project (said cost being currently estimated by the Developer not
to exceed $12,000,000) witt be made availabler and
WHEREAS, the Village deems it necessary and advisable that
it take such actions as may be required under the Act as then in
effect to authorize and issue one or more issues of multi-family
housing revenue bonds to finance the entire cost of the Project;
and
WHEREAS, A
Agreement n , has
forn of agreement, designated as 'litemorandum of
been prepared under lrhich the Developer has
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staEed its h,-,71 ingness to arrange foV the development and
construction of the Project and to enter into or to cause the
Designee or Designees to enter into contracts therefor and, at
the tine of del ivery of the bondsr to convey, grant, or lease the
Project and assign such contracts to the ViIlage, or agree to
complete the develoPment and construction of the Project, and to
enter into a lease of the Project from the Vi1lage, or a contract
to purchase the Project from the vil1age, or a loan agreement
with the ViIIage with respect to the Project, or any combination
of the foregoing, under which the DeveloPer or the Designee or
Designees will be obligated (directly or through its notes,
debentures, bonds or other secured or unsecured debt obligations
executed and delivered to evidence or secure its obligations
thereunder) to make periodic payments sufficient to pay the
princi.pal of and interest and redemption premium, if any, on the
bonds as and when the same shall become due and payable, and if
necessary to vest title to the Project in the Developer or the
Designee or Designees, the Developer or the Designee or Designees
shaII be obligated to purchase the interest, if any, of the
Village in the Project for the additional nominal amount and such
1ease, contract or agreenent shalI contain such other provisions
as may be required by the Act as then in effect and such other
provisions as shall be mutually acceptable to the village and the
Developer or the Designee or Designees.
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, NOW, THEh-,€RE, BE It
Trustees of the Village of
ILIinois, as follows:
Resolved by thvPresident and Board of
Buffalo crove, Lake and Cook Counties,
Section 1. That in order to insure the development and
construction of the Project, t ith the resulting public benefits
which will flow therefrom, it is deemed necessary and advisable
that multi-family housing revenue bonds be issued in an amount
sufficient to finance the entire cost of the Project (which cost
is currently estimated by the Developer not to exceed
$12,000r000), and that the Memorandum of Agreenent hereinafter
referred to be approved and executed for and on behalf of the
Vi11a9e.
Section 2. That the Memorandum of Agreement by and
the Developer and the Vil1age, substantialIy in the forn
the contents set forEh in Exhibit "A" attached hereto, be
same is hereby approved and authorized.
between
and with
and the
Section 3. That the President is hereby authorized and
directed to execute and the Village Clerk is hereby authorized to
attest and to affix the seal of the Village to the Memorandum of
Agreement substantially in the form and hrith the contents set
forth in Exhibit nAi attached hereto rrith such changes therein as
shall be approved by the officers executing the same.
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Section.That Ehe vi11a9e will i s,..-= and sell onb or more
issues of multi-family housing revenue bonds in amounts suf-
ficient to finance the entire cost of the Project, subject to the
execution of the Memorandum of Agreement herein authorized and
upon the conditions specified in the llemorandum of Agreement'
Section 5. That the officers and employees of the Village
are hereby authorized to take such further action as is necessary
or desired to carry out the intent and purpose of the Memorandum
of Agreement as executed and to cause the multi-family housing
revenue bonds of the vilLage to be issued to finance the Project,
now estimated to cost approximately $12,000r000, uPon the terms
and conditions stated in the Memorandum of Agreenent.
SecEion 6. That al 1 resolutions or ord i nances
are hereby repealed to thehe rewi th
and parts
extent ofthereof in confl ict
such confl i ct.
(sEAL)
ATTEST:
PASSED AND APPROVED this 15th day of December, 1985.
By
age P resl ent
rn 8;$.;
V e er
5
Trustee
Re id
o rReilly noved and Tru stee
mot ion that said
Clerk be adopted.resolution as Presented and read
seconded the
by the Village
After a full discussion thereof, the President
the rolI be cal- Ied for a vote uPon the motion
resolution as read.
AYE:
directed that
to adopt the
Upon the roLl being called, the follorring Trustees voted:
4 - 0rRei11y, Glover, Reid' Shields
NAY:1 - Kowalski
ABSENT OR NOT VOTING: 1 - MarienEhal
Whereupon the President declared the motion carried and the
resolution adopted, and henceforth did approve and sign the same
in open meeting and did direct the Village Clerk to record the
sane in full in the records of the President and Board of
Trustees of the village of Buffalo Grove, Cook County, IIlinois.
Other business not pertinent to the adopt ion of said
neet ing .resolution was duly transacted at said
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motion duly made anil seconded, the meeting was ad-UPo n
journed.
(sEAL)
."nft &,*!r,r-
er1a
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EXHIBIT A
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT iS bEthIEEN thE VilIAgC Of
Buffalo Grove, Lake and Cook Counties, IlLinois, a PoIitical
subdivision of the state of Illinois (hereinafter referred to as
the "Vi11age"), party of, the first part, and Bernard Katz &
Conpany, Inc. (hereinafter referred to as the 'Developer" ), party
of the second Part;
1. Prel ininarY Statement.Among Lhe matters of mutual
the execution of this agreenentinducement which have resulted in
are the following:
(a) The Village is authorized by the Illinois Con-
stitution of 1970, and by chapter 3.24 of the village of Buffalo
Grove Municipal Code, as amended (the nAct" ), to acquire,
construct, reconstruct, improve, better or extend any multi-
family residential project (as defined in the Act).
(b) Under the Act, the Village is authori zed to issue
revenue bonds for the Purpose of financing the costs of anyits
s uch Proj ect.
(c) In order to accomPl ish the purposes of the Act,
the Village proposes to issue one or more issues of multi-family
I
housing reve\.-/r bonds pursuant to the :-.ovisions of the Act as
then in effect to finance the costs of the development and
construction of a residential developnent consisting of the
development of the multi-fanily site legaIly described as the
south 275 feet of the west Il00 feet of the East I8?0.22 feet of
the south East 1,/4 of Sect ion 4, Township 42 North, Range 11 East
of the Third Principal Meridian (except the North 17 feet of the
South 50 feet taken for Dundee Road), in Cook Countyr Illinois,
and constructing thereon 3 or nore buildings for use as multi-
fanily residences, together with related inprovements (hrhich
development or any portion or portions designated by the Devel-
oper is hereinafter referred to as the "Project") and to lease or
sel1, or both, the Project to the Developer or to such other
corporations, partnerships, or legal entities designated by the
Developer and approved by the village (the nDesignee or Desig-
nees'') or enter into a loan agreement with the Developer or
Designee or Designees with respect to the Project, or any
combination of the foreqoing pursuant to the provisions of the
Act as then in effect (any of the foregoing being referred to
herein as an "Agreenent n ) .
(d) It is deemed necessary and advisable, to accomplish the
purposes of the AcE, that the Project be undertaken at the
earl iest pract icable date, and the Developer has received
satisfactory assurances from the ViIlage that the proceeds of the
sale of one or nore issues of multi-family housing revenue bonds
2
of the
subj e ct
Vit 1a9,--,wi1l be nade available.-z finance the'Project,
to other provisions of this Memorandum of Agreement.
(e) Representatives of the village have indicated the
wiJ. lingness of the Village to proceed vrith and effect such
financing and have advised the Developer that, subject to due
compliance with all requirements of law and the obtaining of all
necessary consents and approvals, and to the happening of a1 I
acts, conditions and things reguired Precedent to such financing,
the ViIlage by virtue of the Act or such ot.her municipal or
IIlinois law as may nov, or thereafter be conferred, will issue
and se11 one or more issues of its multi-family housing revenue
bonds in an aggregate amount sufficient to finance the entire
cost of the Project (which cost is currently estimated by the
Developer not to exceed $12,000,000).
2. Undertakings on Ehe Part of the Village.Subject to
the conditions above stated, the village agrees as follows:
(a) That it will author Lze, or cause to be authorized,
the issuance and sale of one or more issues of its nulti-family
housing revenue bonds, in an aggregate principal amount suf-
ficient to finance the entire cost of the Project (which cost is
currently estimated by the Developer not to exceed $12'000r000).
3
(c) That the aggregate periodic Payments to be used to
pay the principal of, and interest and premium, if any, on each
issue of bonds payable under the Agreement $rith the Developer or
the Designee or Designees (directly or through notes, debentures,
bonds or other secured or unsecured debt obligations of the
Developer or the Designee or Designees executed and delivered to
evidence or secure its obligations thereunder), shall be such
sums as shall be sufficient to Pay the principal of and interest
and redenption prenium, if any, on each issue of bonds as and
when the same shall become due and payabler and, if necessary to
vest title to the Project in the Developer or Designee or
Designees, the Developer or the Designee or Designees shall have
an obligation to purchase the interest of the VilIage, if any, in
the Pro jL.ct for an additional nominal amount.
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(b).,_/.'hat it wil t adopt, or (\--. se to be adopted, such
proceedings and authorize and direct the execution of such
documents and take, or cause to be taken, such action as may be
necessary or advisable to effect the authorization, issuance and
sale of the bonds and the development and construction of the
Project, as aforesaid, and the entering into and performance of
an Agreement with the Developer or Designee or Designees with
respect to the Project, aI 1 as then shal1 be authorized by Iaw
and mutually satisfactory to the Village and the Developer or the
Des ignee or Des ignees.
(d ) ..._,"'h at i t wi 1 I take or caus-.'to
acts and adopt such further proceedings as
implement the aforesaid undertakings or as
priate in pursuance thereof.
3. Undert ak i ng s on the Part of the Developer.
the conditions above stated, the Developer agrees as
be taken s"uch other
may be requi red to
it may deem apPro-
Subject to
fo Ilows :
(a) Th at
re asonab 1e e fforts
of bonds.
it or the Des ignee or Des ignees
pur chasers
wi I1 use al1
to find one or more for each issue
(b) That it or the Designee or Designees wiII enter
into a contract or contracts for the deveLopment. and construction
of the Project, and at the time of delivery of each issue of
bonds, it or the Designee or Designees will convey, grant or
lease the Project and assign such contracts to the ViIlage or
agree to conplete the development and construct ion of the
Proj e ct .
(c) That contenporaneously with the delivery of each
issue of bonds, it or the Designee or Designees will enter into
an Ag reement or Agreements with the ViIlaqe under the terms of
which the Developer or the Designee or Designees will obligate
itself to pay (directly or through its not.es, debentures, bonds
or other secured or unsecured debt obligations execuEed and
5
delivered to *- idence or secure its oblr tions thereunder) sums
sufficient in the aggregate to pay the principal of and interest
and redemption premium, if any, on the bonds as and when the same
shall becorne due or payable, any such Agreement to contain such
other provisions as may be required by the Act as then in effect
and such other provisions as shall be mutually acceptable to the
viLlage and the Developer or the Designee or Designees.
further act ion as may be
undertakings or as it may
4. General Provisions.
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(d) That it will take such
required to implement its aforesaid
deem appropriate in Pursuance thereof.
(a) Al 1 comnitments of the village under paragraph 2
hereof and of the Developer under paragraph 3 hereof are subject
to the conditions that, on or before trdo years from the date
hereof (or such other daEe as shall be mutually satisfactory to
the Village and the Developer), (i) the village and the Developer
sha11 have agreed to mutually acceptable terms for each issue of
bonds and of the sale and del ivery thereof, and mutually accept-
able terms and conditions of the Agreement referred to in
paragraph 3, (ii) the proceedings referred to in paragraph 2 and
3 hereof shall have been taken and (iii) all regulatory or other
governmental approvals requisite to the execution of such
documents and the issuance and sale of each issue of bonds shall
have bee n
approval of
ob ined, including but not imited to
the Developer's develoPment Plan.
the Village
t ake
this
(b) The Developer shall reimburse the Village of al I
reasonable and necessary d i rect-out -o f-Po cket expenses which the
vitlage may incur at the Developer's reguest arising frorn the
execution of this Memorandum of Agreement and the performance by
the village of its obligations bereunder.
If the events set forth in (a) of this paragraPh do not
place within the t irne set forth or any extensions thereof,
llemorandum of Agreement shall thereuPon terminate.
IN WITNESS WHEREOF, thE
this Memorandum of Agreement
1985.
(sEAL)
ATTEST:
,M*
part ies he re to
as of rhe l6th
have entered into
day of December,
VI LI,AGE OF
cooK c
BUFFALO GROVE, IAKE ANDIES, ILLINOIS"r
Yn.
By:
res en
BERNARD KATZ & COIIPANY, INC.
v age
(SEAI)
ATTEST:
By: x 3L
7
{
S a Irman
er
I
I, Janet Sirabian, being first duly sworn, do hereby depose
and certify that I am the duly electedr qualified and acting
VilIage CIerk of the ViIlage of Buffalo Grove' Lake and Cook
counties, Illinoisi that as such, f have in my possession, or
have access to, the conPlete records of the President and Board
of Trustees of said viltagei and that I have carefully compared
the transcript attached with the foregoing corPorate records; and
that said transcript hereto attached is a Erue, correct and
complete copy of aI 1 of the corporate records showing the action
taken by the President and Board of Trustees of said Village of
Buffalo Grove on December 16, I985, to authorize the execution of
a Memorandum of Agreernent by and between the ViIlage of Buffalo
Crrove, and the Bernard Katz & Company, Inc. regarding the
issuance of Industrial DeveloPment Revenue Bonds.
WITNESS my hand and corporate seal of said
afflxed at Buffalo Grove, Lake and Cook Counties,
16 tt". day of December, 1985.
age er
ViI lage, hereto
11 l inoi s, this
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