R-83-10RESOLUTION NO. 0 -83 -10
RESOLUTION AUTHORIZING THE EXECUTION AND
DELIVERY.OF A MEMORANDUM OF INTENT BY AND BETWEEN THE
VILLAGE OF'DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS
AND SALVATORE C. BUCCOLA AND JAMES DiPIETRO CONCERNING
THE ISSUANCE BY SAID VILLAGE OF INDUSTRIAL REVENUE BONDS
WHEREAS, the Village of Deerfield, Lake and Cook Counties,
Illinois (the "Village ") recognizes that it is necessary to encourage
the economic development of the Village by endeavoring to provide
permanent opportunities for employment; and
WHEREAS, the Village is a Home Rule Unit of Government and is
authorized under the provisions of Article VII, Section 6 of the
1970 Illinois Constitution and the provisions of Ordinance No.
0- 81 -26, duly adopted by the President and Board of Trustees of the
Village on April 6, 1981 and constituting Article 7 of Chapter 9 of
the Municipal Code of Deerfield of 1975 (the "Enabling Ordinance "),
to acquire, construct and finance development projects, to lease,
sell or finance the same to or for any person, and to provide for
the issuance of industrial revenue bonds in conjunction therewith;
and
WHEREAS, The Village, in order to encourage the economic develop-
ment of the Village pursuant to its powers under the Enabling Ordi-
nance and in furtherance thereof to induce Salvatore C. Buccola and
James DiPietro (the "Developers ") to locate an industrial planned
development, including all necessary land, buildings and equipment
(collectively the "Project "), within the corporate limits of the
Village, has indicated its intent to issue its industrial revenue
bonds under and pursuant to the provisions of the Enabling Ordinance
and to apply the proceeds therefrom to the payment of the costs of
acquiring, constructing and equipping the Project and to lease, sell
or finance the Project to or for the Developers; and
WHEREAS, the Developers, after considering a number of possible
locations within and outside of the State of Illinois, and in
reliance upon the intent of the Village to finance the acquisition,
construction and equipping of the Project through the issuance of
its industrial revenue bonds under the provisions of the Enabling
Ordinance, have determined to locate the Project within the
corporate limits of the Village; and
WHEREAS, it is now deemed advisable to authorize the execution
and delivery by the Village of a Memorandum of Intent expressing
formally and in writing the understanding heretofore informally
agreed upon by the Village and the Developers.
i
r
NOW, THEREFORE, BE
TRUSTEES OF THE VILLAGE
ILLINOIS, AS FOLLOWS:
IT ORDAINED BY THE PRESIDENT AND BOARD OF
OF DEERFIELD, LAKE AND COOK COUNTIES,
SECTION The Village President is hereby authorized and directed
ONE: to execute a Memorandum of Intent by and between the
Village and the Developers, and the Village Clerk is
hereby authorized and directed to affix the seal of the Village
thereto and to attest the same; and the Village President and Village
Clerk are hereby authorized and directed to cause said Memorandum of
Intent to be delivered to, accepted and executed by the Developers,
said Memorandum of Intent, which is hereby approved and incorporated
by reference and made a part of this authorizing resolution, to be
in substantially the form attached hereto as Exhibit A.
SECTION All resolutions and orders, or parts thereof, in
TWO: conflict with the provisions of this resolution, are,
to the extent of such conflict, hereby repealed and
this resolution shall be in immediate effect from and after its
adoption.
AYES: Jackson, Marovitz, Marty, Swanson (4)..
NAYS : None (0)
ABSENT: Seidman, York (2)
PASSED this 19th day of September A.D. , 1983.
APPROVED this 19th day of September A.D. , 1983.
VILLAGE CLERk
X
V L AGE 1RE S IDENT iJ
.f•
EXHIBIT A
MEMORANDUM OF INTENT
THIS MEMORANDUM OF INTENT, made and entered into this
19th day of SPptPmhPr , 1983, by and between the VILLAGE
OF DEERFIELD, a home rule municipality in Lake and Cook Counties,
Illinois (the "Village ") and Salvatore C. Buccola and James
DiPietro (collectively the "Borrower ");
W
I T N E S
S
E T H:
WHEREAS, the
Village
is
authorized under the provisions
of Article VII, Section 6 of the 1970 Illinois Constitution and
the provisions of Ordinance No.-O- 81 -26, duly adopted by the
President and Board of Trustees of the Village on April 6, 1981
and constituting Article 7 of Chapter 9 of the Municipal Code of
Deerfield, 1975 (the "Enabling Ordinance "), to acquire, construct
and finance development projects, to lease, sell or finance the
same to or for any person, and to provide for the issuance of
industrial revenue bonds in conjunction therewith; and
WHEREAS, the Village, in order to encourage the economic
development of the Village pursuant to its powers under the
Enabling Ordinance and in furtherance thereof to induce the
Borrower to acquire, construct and equip an office building and
industrial facilities, including all necessary land, buildings
and equipment (collectively the "Project "), within the coporate
limits of the Village, has indicated its intent to issue its
industrial revenue bonds under and pursuant to the .provisions of
the Enabling Ordinance and to apply the proceeds therefrom to dio
payment of the cost of acquiring, constructing and equipping the
Project; and
WHEREAS,fthe Borrower, after considiring a.number of
possible locations and in reliance upon the intent of the Village
to finance the cost of the acquisition, construction and equipping
of the Project through the issuance of its industrial revenue
bonds under the provisions of the Enabling Ordinance, has determined
to locate. the Project within the corporate limits of the Village;
and
WHEREAS, the Borrower will form a new limited partnership
which will be assigned the rights of the Borrower under this
Memorandum of Intent; and
WHEREAS, it is now deemed advisable to express formally
and in writing the understanding heretofore informally discussed
by the parties hereto:
NOW, THEREFORE, in consideration of the premises and of
the mutual undertakings herein expressed, the parties hereto
recognize and intend as follows:
A. The Village represents and intends:
1. That the Village is authorized by the provisions
of the Enabling Ordinance to finance the acquisition, construction
and equipping of the Project and'for the prupose of.paying the
cost of such acquisition, construction and equipping, including
expenses incidental thereto, is authorized as aforesaid to issue
its industrial revenue bonds payable from the income and revenues
derived by the Village from the Project.
2. That the Village intends, subject in all respects
to the provisions and requirements , of the Enabling Ordinance and
to a sale of its industrial revenue bonds on terms satisfactory
to the Borrower or its designee, to use its best efforts to
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authorize, issue, Jell and deliver its industrial revenue bonds,
to be issued in one or more series in an aggregate principal
amount not to exceed $4,500,000 (the exact principal amount to be
fixed by an ordinance of the Village at a later date and agreed
to by the Borrower or its designee, but not to exceed -the cost of
the Project and expenses incidental thereto as estimated at the
time of issuance of the industrial revenue bonds) and to apply
the proceeds therefrom to the payment of the cost of acquiring,
constructing and equipping the Project, provided. that prior to
the issuance and delivery of such industrial revenue bonds there
shall have been entered into between the Borrower or its designee
and the Village appropriate contracts whereby the Borrower or its
designee will agree to enter into financing agreements with the
Village upon terms which will comply with the provisions of the
Enabling Ordinance and which will provide for the payment by the
Borrower or its designee of amounts which will be sufficient to
enable the Village to pay the principal of, premium, if any, and
interest on such industrial revenue bonds as and when the same
shall become due and payable.
3. That the financing of the acquisition, construction
and equipping of the Project by the Village is for a proper
public corporate purpose and that the financing thereof for the
Borrower is necessary to encourage the economic development. of
the Village.
B. The Borrower or its designee represents.and intends:
1. That the Project will result in increased employment
in the Village.
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2. That if the proposed industrial revenue bonds
' (including the rate of interest thereon) of the Village are
satisfactory to the Borrower or.its designee, it will enter into
financing agreements with -the Village upon terms which will be
sufficient to pay the cost of acquiring, constructing and equipping
the Project as well as the principal of, premium, if any, and
interest on the industrial revenue bonds prior to the issuance
and delivery of any such industrial revenue bonds by the Village.
3. That the Borrower intends during the term of any
such financing agreements to cause the Project to be used or
occupied for use as an office building and industrial facilities.
4. That all representations of the Borrower contained
in the Application and in any supporting doucment relating thereto
are true and correct as of the date hereof, and have the same
force and effect as if made on the date hereof.
C. It is further recognized and intended between the
parties hereto as follows:
1. That the industrial revenue bonds.to be issued by
the Village shall never constitute an indebtedness of the Village
or a loan of the credit thereof within the meaning of any consti-
tutional or statutory provision, and such fact shall be. plainly
stated on the face of each of the industrial revenue bonds. No
holder of any of the industrial revenue bonds shall ever have the
right to compel any exercise of the taxing power of the Village
to pay the industrial revenue bonds or the principal, interest or
premium, if. any, thereon. The principal of, premium, if any, and
interest on the industrial revenue bonds to be issued to finance
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the cost of the Project shall be secured by a pledge, either to
the purchasers and holders of the industrial revenue bonds or to
a trustee acting under an indenture of trust for the benefit of
the holders of the industrial revenue bonds, of the income and -
revenues derived by the Village from the Project and may be
further secured by a mortgage on the Project and may be additionally
secured by a pledge to said trustee of the aforesaid financing
agreements between the Village and the Borrower or its designee.
2. That a primary inducement to the, Borrower in
locating the Project within the Village is the intent of the
Village to finance the acquisition, construction and equipping of
the Project through the issuance of its industrial revenue bonds
pursuant to the provisions of the Enabling Ordinance.
3. That it is desirable that the Borrower or its
designee rather than the Village arrange for the acquisition,
construction and equipping of the Project in order to insure that
the Project will conform to the requirements of the Borrower or
its designee, for whose use the Project is to be designed.
4. That this Memorandum of Intent shall inure to the
benefit of the parties hereto and their respective successors and
assigns; provided however, that in the event the industrial
revenue bonds are not issued or sold as contemplated herein,
there shall be no liability on the part of the Village or of the
Borrower or of any of their officers or employees for such non -
issuance or non - delivery, except that the Borrower hereby agrees
to reimburse the Village for all reasonable expenses which the
Village may incur at the Borrower's or. its designee's request
concerning the proposed. Project.
�M
5. That the Village shall be paid the amount of one -
half of one percent (h$) of the aggregate principal amount of the
industrial revenue bonds as an issuance and service charge. Said
payment shall be made from the proceeds of the industrial revenue
bonds. That all other costs incidental to the issuance of'the
industrial revenue bonds including attorneys fees, printing fees
and all other similar expenses maybe paid from the proceeds of
said bond issue. In no event shall the Village be liable for any
costs or expenses-arising from the issuance of the industrial
revenue bonds.
6. That this Memorandum of Intent may be executed in
separate counterparts, all of which shall be deemed a single
instrument.
7. That the Village Clerk is hereby authorized and
directed, at the request of the Borrower, to publish notice of a
public hearing on the proposed plan of financing the Project and
the issuance of the industrial revenue bonds pursuant to said
plan in the manner contemplated by Section 103(k) of the Internal
Revenue Code of 1954, as amended.
8. That it is understood by the parties hereto that
the Village retains the right to issue the industrial revenue
bonds in its discretion and the Village shall not be liable to
the Borrower or any other party if it does not issue said bonds
for any reason at any time subsequent to the date of this Memorandum.
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r9� IN WITNESS WHEREOF, the VILLAGE OF DEERFIELD, LAKE AND
COOK COUNTIES, ILLINOIS, acting by and through its corporate
authorities, has caused its corporate name to be hereunto subscribed
by Bernard Forrest,-its duly authorized Village President, and
attested under its official seal by Naomi Clampitt, its Village
Clerk; and the Borrower has signed its names, all being done as
of the year and date first above written.
VILLAGE OF DEERFIELD, ILLINOIS
(SEAL) By=
Village P s dent
ATTEST:
Village C erk
Sa a ore C. Succola
Jam DiPietro
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