Title
Bond Resolution and related documents for the acquisition, renovation and improvement of the Whispering Oaks Apartments in Waukegan, Illinois.
Staff Summary
• Resolution authorizing the issuance and sale by the County of Lake, Illinois, of variable rate demand multifamily housing revenue bonds (Whispering Oaks Apartments project), series 2008 in an aggregate principal amount not to exceed $26,000,000 on behalf of Whispering Oaks Associates, L.P.
• This is a request for $26.0 million in tax exempt bond volume cap to finance a portion of the costs of the acquisition, rehabilitation and equipping of a 405 unit multifamily rental housing development located at various addresses from 2401 to 2443 West Dugdale Road in Waukegan, Illinois.
• Borrower intends to employ 250 to 300 temporary new employees during the construction period, and will employ five (5) new employees at the site of the Project within two (2) years.
• These units will be rented by low to moderate income individuals or families. Whispering Oaks Associates, L.P. will acquire, develop, rehabilitate, own and operate the Whispering Oaks Apartments.
Body
The County Board of The County of Lake, Illinois, met at a regular meeting at the
County Building, 18 North County Street, Waukegan, Illinois, on November 18, 2008, at 9:00 a.m. The meeting was called to order and there were present Suzi Schmidt, Chairman, presiding, and the following named members: Bassi, Calabresa, Carlson, Carter, Cunningham, Douglass, Gravenhorst, Kyle, Leafblad, Maine, Martini, Mountsier, Newton, O’Kelly, Paxton, Powers, Sabonjian, Spielman, Stolman, Talbett, Whitmore.
and the following members were absent: Nixon
The County Clerk informed the County Board that the next agenda item was
consideration of a resolution entitled, “RESOLUTION AUTHORIZING THE ISSUANCE AND SALE BY THE COUNTY OF LAKE, ILLINOIS, OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (WHISPERING OAKS APARTMENTS PROJECT), SERIES 2008 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $26,000,000 (THE “BONDS”) ON BEHALF OF WHISPERING OAKS ASSOCIATES, L.P.; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE, A FINANCING AGREEMENT, A REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS, A TAX EXEMPTION CERTIFICATE AND AGREEMENT, A BOND PURCHASE AGREEMENT, AN INTERCREDITOR AGREEMENT AND RELATED DOCUMENTS; APPROVING THE DISTRIBUTION OF AN OFFICIAL STATEMENT; AND RELATED MATTERS.” (the “Resolution”). Whereupon member Carlson introduced and moved that the
Resolution be adopted; which motion was then seconded by member Kyle.
After due consideration of said Resolution by the County Board, the Chairman put the question to a vote and upon calling for a voice vote, the following voted:
Aye: 22
Nay: 0
Absent or
Not Voting: 1
Whereupon the Chairperson declared the motion carried and said Resolution adopted, and directed the County Clerk to record the same in full in the records of the County Board of The County of Lake, Illinois.
Other business not pertinent to the adoption of said Resolution was duly transacted at said meeting.
On duly made and seconded motion and vote the meeting was adjourned.
_________________________________
Chairman
(SEAL)
Attest:
____________________________
County Clerk and ex officio
Clerk of the County Board
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE BY THE COUNTY OF LAKE, ILLINOIS, OF VARIABLE RATE DEMAND MULTIFAMILY HOUSING REVENUE BONDS (WHISPERING OAKS APARTMENTS PROJECT), SERIES 2008 IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $26,000,000 (THE “BONDS”) ON BEHALF OF W HISPERING O AKS ASSOCIATES, L.P.; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE, A FINANCING AGREEMENT, A REGULATORY AGREEMENT AND DECLARATION OF RESTRICTIVE COVENANTS, A TAX EXEMPTION CERTIFICATE AND AGREEMENT, A BOND PURCHASE AGREEMENT, AN INTERCREDITOR AGREEMENT AND RELATED DOCUMENTS; APPROVING THE DISTRIBUTION OF AN OFFICIAL STATEMENT; AND RELATED MATTERS.
WHEREAS, The County of Lake, Illinois, (the “Issuer”) is a duly constituted and validly existing unit of local government under Section 1 of Article VII the 1970 Constitution of the State of Illinois and is a political subdivision operating under the general laws of the State of Illinois and is not a home rule unit of local government; and is authorized pursuant to the Industrial Building Revenue Bond Act, 50 Illinois Compiled Statutes 2006, 445/1 et seq., as supplemented and amended (the “Act”), to issue its special, limited obligation revenue bonds for the purpose of providing financing in whole or in part, for an “industrial project,” as defined in Section 2 of the Act, and located within the physical boundaries of the Issuer; and
WHEREAS, in order to finance a portion of the costs of the acquisition, rehabilitation and equipping of a multifamily rental housing development located at various addresses from 2401 to 2443 West Dugdale Road in Waukegan, Illinois known as Whispering Oaks Apartments (the “Project”), which, based solely on information supplied by the Borrower (as hereinafter defined), on which it is reasonable for the Issuer to rely, including an opinion of bond counsel to be provided to the Issuer prior to the issuance of the Bonds (as hereinafter defined), upon completion will constitute an “industrial project,” as defined in Section 2 of the Act, Whispering Oaks Associates, L.P., a limited partnership duly organized and validly existing under the laws of the State of Illinois (the “Borrower”) now requests that the Issuer finance, in whole or in part, costs of the Project through the issuance and sale of the Variable Rate Demand Multifamily Housing Revenue Bonds (Whispering Oaks Apartments Project), Series 2008 of the Issuer, in an aggregate principal amount not to exceed $26,000,000 (the “Bonds”); and
WHEREAS, the estimated cost of the Project is at least $26,000,000; and
WHEREAS, the Project is and will be located in the City of Waukegan, Lake County, Illinois, and will be owned and operated by the Borrower; and
WHEREAS, the Borrower has represented that it intends to employ 250 to 300 temporary new employees during the construction period, and will employ five (5) new employees at the site of the Project within two (2) years; and
WHEREAS, the County Board of the Issuer (the “County Board”) preliminary approved the issuance of the Bonds and the execution and delivery of a Memorandum of Agreement with the Borrower by resolution adopted on December 11, 2007; and WHEREAS, based upon information supplied by the Borrower, the Issuer has now determined that it is necessary and in the public interest for the Issuer to issue the Bonds pursuant to this Resolution and the agreements and other documents approved herein; and
WHEREAS, the Bonds shall not be a charge against the general revenues or the taxing powers of the Issuer, but shall be payable solely from the proceeds of the Bonds issued to finance, in whole or in part, the Project, the earnings on such proceeds, and the revenues and receipts derived from payments made by the Borrower, and no owner of any of the Bonds shall have the right to compel any exercise of the taxing power of the Issuer, the State of Illinois (the “State”), or any political subdivision thereof to pay the Bonds or the interest or any premium thereon, and the Bonds and the interest thereon shall not constitute an indebtedness or a loan of credit of the Issuer, the State, or any political subdivision thereof; and
WHEREAS, in order to issue the Bonds on a tax-exempt basis under the Internal Revenue Code of 1986, as amended (the “Code”), it is necessary that a sufficient amount of “volume cap” (as defined in Section 146 of the Code) which has been reallocated from various Illinois home rule units to the Issuer be assigned to the Bonds; and
WHEREAS, a Financing Agreement (the “Financing Agreement”), a proposed form of which is before the County Board at this meeting, with respect to the Project, is necessary and desirable to be executed by and among the Issuer, The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), and the Borrower, whereby the Issuer will lend the proceeds of the Bonds to the Borrower in order to finance some or all of the costs of the Project and the Borrower, in consideration of the issuance of the Bonds, will covenant and agree to make payments sufficient to provide for the payment of the principal or purchase price of, premium, if any, and interest on and other amounts payable on the Bonds, as and when the same become due and payable; and
WHEREAS, it is necessary and desirable for the Bonds to be issued under and pursuant to, and to be secured by, a Trust Indenture (the “Indenture”), a proposed form of which is before the County Board at this meeting, by and between the Issuer and the Trustee; and
WHEREAS, it is necessary and desirable that the Issuer enter into a Regulatory Agreement and Declaration of Restrictive Covenants (the “Regulatory Agreement”), a proposed form of which is before the County Board at this meeting, governing the use of the Project; and WHEREAS, it is necessary and desirable that the Issuer enter into an Intercreditor Agreement (the “Intercreditor Agreement”), a proposed form of which is before the County Board at this meeting, by and among the Issuer, the Trustee and the Federal Home Loan Mortgage Corporation (“Freddie Mac”); and
WHEREAS, it is necessary and desirable that the Issuer enter into a Bond Purchase Agreement (the “Bond Purchase Agreement”), a proposed form of which is before the County Board at this meeting, by and among the Issuer, the Borrower and Banc of America Securities LLC (the “Underwriter”) whereby the Underwriter agrees to use its best efforts to sell the Bonds; and
WHEREAS, it is necessary and desirable for the Issuer, the Borrower and the Trustee to enter into a Tax Exemption Certificate and Agreement, a proposed form of which is before the County Board at this meeting, to be dated the date of issuance of the Bonds (the “Tax Agreement”), governing the investment of the gross proceeds of the Bonds and certain other matters relating to the exclusion of interest on the Bonds from federal gross income; and
WHEREAS, it is necessary and desirable that the Issuer approve the distribution of an Official Statement relating to the Bonds (the “Official Statement”), a proposed form of which is before the County Board at this meeting, to be distributed in connection with the marketing of the Bonds; and
WHEREAS, the Bonds will be initially supported by a credit enhancement facility issued by Freddie Mac, which will support payment of the principal and purchase price of and interest on the Bonds until expiration or termination of said credit enhancement facility in accordance with its terms;
NOW, THEREFORE, BE IT RESOLVED BY THE COUNTY BOARD OF THE COUNTY OF LAKE, ILLINOIS, AS FOLLOWS:
Section 1. The foregoing recitals are hereby incorporated herein as if fully set forth in this Resolution.
Section 2. Pursuant to the Act, the financing, in whole or in part, of the costs of the Project through the issuance and sale of the Bonds in accordance with the terms of the Financing Agreement and the Indenture, as approved in substantially final form pursuant to this Resolution, is hereby authorized and approved, subject to the conditions of Section 22 hereof, the Financing Agreement and the Indenture. The County Board hereby finds, based solely on information supplied by the Borrower, on which it is reasonable for the Issuer to rely, including an opinion of bond counsel to be provided to the Issuer prior to the issuance of the Bonds, that the Project and the use of the proceeds of the Bonds are in furtherance of the public purposes set forth in the Act, including the promotion of the general welfare of The County of Lake, Illinois, and its inhabitants by relieving conditions of unemployment and underemployment and encouraging the increase of industry and commerce within The County of Lake, Illinois, thereby reducing the evils attendant upon unemployment and underemployment, and will increase the tax base within The County of Lake, Illinois, and enhance the public health, safety, and general welfare of The County of Lake, Illinois. It is hereby further found and declared that, based solely on information supplied by the Borrower on which it is reasonable for the Issuer to rely, including an opinion of bond counsel to be provided to the Issuer prior to the issuance of the Bonds, that the financing, in whole or in part, of the Project and the use thereof by the Borrower is necessary to accomplish the public purposes of the Act.
Section 3. The Indenture (which is hereby incorporated herein by reference), in substantially the form presented at this meeting and on file with the County Clerk of the Issuer (the “County Clerk”) and containing substantially the terms and provisions set forth therein, is hereby authorized, approved and confirmed, and the form, terms and provisions of the Indenture are hereby approved, all of which is subject to such changes and revisions therein as shall be required or approved by counsel to the Issuer and approved by the officers of the Issuer executing and attesting the same, their signatures thereon to constitute conclusive evidence of such approval, and, subject to Section 22 hereof, the Chairman of the County Board (the “Chairman”) and the County Clerk are hereby authorized and directed to execute, attest, seal and deliver the Indenture, as approved pursuant to this Section with such changes and revisions, if any, as aforesaid.
Section 4. The Financing Agreement (which is hereby incorporated herein by reference), in substantially the form presented at this meeting and on file with the County Clerk and containing substantially the terms and provisions (including repayment provisions) set forth therein, is hereby authorized, approved and confirmed, and the form, terms and provisions of the Financing Agreement are hereby approved, all of which is subject to such changes and revisions therein as shall be required or approved by counsel to the Issuer and approved by the officers of the Issuer executing and attesting the same, their signatures thereon to constitute conclusive evidence of such approval, and, subject to Section 22 hereof, the Chairman and the County Clerk are hereby authorized and directed to execute, attest, seal and deliver the Financing Agreement, as approved pursuant to this Section with such changes and revisions, if any, as aforesaid.
Section 5. The Regulatory Agreement (which is hereby incorporated herein by reference), in substantially the form presented at this meeting and on file with the County Clerk and containing substantially the terms and provisions set forth therein, is hereby authorized, approved and confirmed, and the form, terms and provisions of the Regulatory Agreement are hereby approved, all of which is subject to such changes and revisions therein as shall be required or approved by counsel to the Issuer and approved by the officers of the Issuer executing and attesting the same, their signatures thereon to constitute conclusive evidence of such approval, and, subject to Section 22 hereof, the Chairman and the County Clerk are hereby authorized and directed to execute, attest, seal and deliver the Regulatory Agreement, as approved pursuant to this Section with such changes and revisions, if any, as aforesaid.
Section 6. The Intercreditor Agreement (which is hereby incorporated herein by reference), in substantially the form presented at this meeting and on file with the County Clerk and containing substantially the terms and provisions set forth therein, is hereby authorized, approved and confirmed, and the form, terms and provisions of the Intercreditor Agreement are hereby approved, all of which is subject to such changes and revisions therein as shall be required or approved by counsel to the Issuer and approved by the officers of the Issuer executing and attesting the same, their signatures thereon to constitute conclusive evidence of such approval, and, subject to Section 22 hereof, the Chairman and County Clerk are hereby authorized and directed to execute, attest, seal and deliver the Intercreditor Agreement, as approved pursuant to this Section with such changes and revisions, if any, as aforesaid.
Section 7. The Bond Purchase Agreement (which is hereby incorporated herein by reference), in substantially the form presented at this meeting and on file with the County Clerk and containing substantially the terms and provisions set forth therein, is hereby authorized, approved and confirmed, and the form, terms and provisions of the Bond Purchase Agreement are hereby approved, all of which is subject to such changes and revisions therein as shall be required or approved by counsel to the Issuer and approved by the officer of the Issuer executing and attesting the same, his or her signature thereon to constitute conclusive evidence of such approval, and, subject to Section 22 hereof, the Chairman is hereby authorized and directed to execute and deliver the Bond Purchase Agreement, as approved pursuant to this Section with such changes and revisions, if any, as aforesaid.
Section 8. The Tax Agreement (which is hereby incorporated herein by reference), in substantially the form presented at this meeting and on file with the County Clerk and containing substantially the terms and provisions set forth therein, is hereby authorized, approved and confirmed, and the form, terms and provisions of the Tax Agreement are hereby approved, all of which is subject to such changes and revisions therein as shall be required and approved by counsel to the Issuer and approved by the officer of the Issuer executing the same, his or her signature thereon to constitute conclusive evidence of such approval, and, subject to Section 22 hereof, the Chairman is hereby authorized and directed to execute and deliver the Tax Agreement, as approved pursuant to this Section with such changes and revisions, if any, as aforesaid.
Section 9. Subject to Section 22 hereof, the distribution by the Underwriter of the Official Statement relating to the Bonds in substantially the form presented at this meeting and on file with the County Clerk (with such changes therein as shall be required or approved by counsel to the Issuer) is hereby in all respects authorized, ratified and approved; provided, however, that the Official Statement shall contain such changes as shall be required or approved by counsel to the Issuer and approved by the Chairman, her signature on the Indenture to constitute conclusive evidence of such approval; and provided further, that the distribution and use of the Official Statement, and the authorization by the Issuer of same, do not constitute a representation or approval by the Issuer of the accuracy or sufficiency of any information contained in the Official Statement, except to the extent of the information contained therein under the heading “THE ISSUER.”
Section 10. Subject to Section 22 hereof, the Chairman shall be and is hereby authorized, empowered and directed to cause to be prepared an issue of the Bonds in an aggregate principal amount not to exceed $26,000,000, bearing interest at the rate or rates as provided in the Indenture, as executed and approved pursuant to this Resolution. Principal of and interest on the Bonds shall be payable on the dates and in the manner set forth in the Indenture, as executed and approved pursuant to this Resolution; provided that the Bonds shall mature no later than the earlier of forty (40) years from the dated date of the Bonds or December 31, 2048, pursuant to the terms of the Indenture.
Section 11. The Bonds shall have the terms and provisions set forth in the Indenture, as executed and approved pursuant to this Resolution. The Bonds shall be executed pursuant to the terms and conditions of the Indenture, in the name of the Issuer with the manual or facsimile signature of the Chairman and attested with the manual or facsimile signature of the County Clerk, and the seal of the Issuer shall be affixed thereto or imprinted thereon. The Bonds shall be issued on or before December 31, 2008.
Section 12. (a) No pledge, agreement, covenant, representation, obligation or undertaking by the Issuer contained in this Resolution and no other pledge, agreement, covenant, representation, obligation or undertaking by the Issuer contained in any other document executed by the Issuer in connection with the Project or the Bonds shall give rise to any pecuniary liability of the Issuer or charge against its general credit, or shall obligate the Issuer financially in any way, except out of payments to be made by the Borrower under the Financing Agreement other than payments to be made by the Borrower pursuant to the Issuer’s Unassigned Rights (as defined in the Indenture). No failure of the Issuer to comply with any term, condition, covenant, obligation or agreement herein or therein shall subject the Issuer to liability for any claim for damages, costs, or other financial or pecuniary charge except to the extent the same is paid by the Borrower; and no execution of any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general funds or other property of the Issuer. The same shall be plainly stated on the face of each Bond. (b) The principal or purchase price of, premium, if any, and the interest on the Bonds shall be special, limited obligations of the Issuer. No owner of the Bonds shall have the right to compel any exercise of the taxing power of the Issuer, the State or any political subdivision thereof to pay the Bonds or the interest or premium, if any, thereon. The Bonds, if and when issued, shall not and shall never constitute or give rise to any pecuniary liability of the Issuer or a charge against its general credit or taxing powers. The Bonds, if and when issued, shall not and shall never constitute or evidence an indebtedness of the Issuer, the State or any political subdivision thereof or a loan of credit thereof within the meaning of any constitutional or statutory provision. The Bonds, if and when issued, shall be issued under, and in full compliance with, the Constitution and the laws of the State and particularly under the provisions of the Act.
The same shall be plainly stated on the face of each Bond.
(c) Notwithstanding paragraphs (a) and (b) above, no limitation on the Issuer’s liability, actions, covenants, obligations, agreements, or otherwise described in paragraphs (a) and (b) above shall apply to the Issuer’s obligation to lend the proceeds of the Bonds to the Borrower on the date of their issuance pursuant to, and in accordance with the terms of, the Financing Agreement.
Section 13. Subject to the terms and conditions of the Indenture and the Financing Agreement, the appointments of The Bank of New York Mellon Trust Company, N.A. and Banc of America Securities LLC, as Trustee, and Underwriter, respectively, under the Indenture are hereby approved.
Section 14. The form of Bond included in the Indenture submitted to this meeting, subject to appropriate insertion and revision in order to comply with the provisions of this Resolution and the Indenture, is hereby approved, and when the Bonds in such form shall be executed on behalf of the Issuer in the manner contemplated by, and pursuant to the terms of the Indenture and this Resolution, they shall represent the approved definitive form of the Bonds of the Issuer.
Section 15. Subject to Section 22 hereof, the Indenture and the Financing Agreement, the Issuer is hereby authorized, empowered and directed to issue and sell to the purchaser or purchasers designated by the Underwriter the entire aggregate principal amount of the Bonds, at a price of 100% of the principal amount thereof, plus accrued interest, if any.
Section 16. Subject to the terms and conditions of the Indenture and the Financing Agreement, the income and revenues derived by the Issuer under the Financing Agreement, except out of payments to be made to the Borrower pursuant to the Unassigned Rights, and any other revenues pledged under the Indenture for payment of the principal of or interest on the Bonds shall be deposited in the Bond Fund created under the Indenture in an amount sufficient to make such payments and applied as provided and pursuant to the terms and conditions in the Indenture. The Borrower shall covenant in the Financing Agreement to maintain and operate the Project and pay the costs of such maintenance and operation. No depreciation account need be established or maintained with respect to the Project.
Section 17. Subject to the terms and conditions of the Indenture and the Financing Agreement and this Resolution, the Chairman and the County Clerk are hereby authorized and directed to execute, attest, seal and deliver any and all documents, including without limitation an Assignment of Security Instrument from the Issuer to the Trustee, and any other related documents, and do any and all things deemed necessary to effect the issuance and sale of the Bonds, the distribution of the Official Statement, the execution and delivery of the Financing Agreement, the Indenture, the Regulatory Agreement, the Intercreditor Agreement, the Bond Purchase Agreement and the Tax Agreement and to carry out the intent and purposes of this Resolution, including the preambles to this Resolution. In the absence of the Chairman or the County Clerk, any officer of the Issuer so authorized by law may perform any of the actions required hereby in lieu of the Chairman and the County Clerk, as the case may be.
Section 18. The Bonds, if and when issued, may, but need not be, initially issued in book-entry form and registered in the name of The Depository Trust Company, New York, New York (“DTC”), or its nominee, as securities depository for the Bonds. The Chairman is hereby authorized, empowered and directed to execute and deliver an agreement with DTC and any other necessary parties in order to effect such book-entry registration.
Section 19. The Issuer hereby acknowledges that a public hearing was conducted on its behalf relating to the issuance of the Bonds pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”). The publication of notice of public hearing with respect to the Bonds, pursuant to Section 147(f) of the Code, is hereby authorized, ratified and confirmed, which notice of public hearing is hereby incorporated herein by reference. The County Board of the Issuer hereby approves the issuance of the Bonds, which approval shall constitute the “public approval” required by Section 147(f) of the Code.
Section 20. All authorized acts of the officials of the Issuer which are in conformity with the purposes and intent of this Resolution and the terms and conditions of the Indenture and the Financing Agreement, and in furtherance of the issuance and sale of the Bonds and the Project be, and the same hereby are, in all respects, approved and confirmed.
Section 21. After the Bonds are issued, this Resolution shall be and remain irrepealable until the Bonds and the interest thereon shall have been fully paid, canceled and discharged, unless otherwise provided pursuant to the Indenture or the Financing Agreement or agreed by the parties thereto.
Section 22. No Bonds shall be issued nor shall the officers of the Issuer execute any of the documents authorized to be executed hereby unless and until (a) an opinion of bond counsel shall have been provided to the Issuer that the Project, upon completion, will constitute an “industrial project,” as defined in Section 2 of the Act, and that the Issuer has the full power, right and authority to issue the Bonds under the Act; (b) on or before December 31, 2008 (or such later date as shall be mutually approved by the County Board, by resolution or ordinance duly adopted, and the Borrower), the Issuer and the Borrower, solely in their complete discretion, shall have agreed to mutually acceptable terms and conditions of any agreements, instruments, and proceedings relating to the Bonds; and (c) the Borrower agrees to pay to the Issuer, immediately upon presentation of a written demand or demands therefore, all legal and other consulting and administrative fees, costs, and expenses incurred or accrued in connection with the negotiation, preparation, consideration, and review of this Resolution and the performance by the Issuer of its obligations under this Resolution, and all fees, costs, and expenses that the Issuer may incur at the request of the Borrower or as a result of or arising out of this Resolution or in connection with the issuance of the Bonds and the costs of the Project, and also a one-time payment in the amount of one percent (1%) of the aggregate principal amount of the Bonds issued.
Section 23. The Issuer hereby allocates volume cap to the Bonds in an amount equal to the aggregate principal amount of the Bonds (plus any premium), but not to exceed $26,000,000.
Section 24. The provisions of this Resolution are hereby declared to be separable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions; provided, however, that no holding of invalidity shall require the Issuer to make any payments from revenues other than the proceeds derived from the sale of the Bonds issued under the Indenture and the proceeds derived from the Financing Agreement (except such proceeds as may be derived from the Issuer pursuant to its Unassigned Rights) or impose any personal liability on any director, member, elected or appointed officer, official, employee, attorney or agent of the Issuer.
Section 25. All resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. This Resolution shall be in full force and effect upon its passage as provided by law.
Adopted: November 18, 2008
Filed: November __, 2008
THE COUNTY OF LAKE, ILLINOIS
_______________________________
Chairman
[SEAL]
Attest:
____________________________
County Clerk and ex officio
Clerk of the County Board
CERTIFICATION
I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of The County of Lake, Illinois (the “Issuer”), and as such officer I am the ex officio Clerk of the County Board of the Issuer, and as such officer I further certify that the foregoing is a true, correct and complete copy of the Resolution finally adopted by the County Board of said County at a regular meeting held on November 18, 2008, signed by the Chairman and now in full force and effect, all as appears from the official records of said County in my possession and under my control.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of said County this ____ day of November, 2008.
______________________________________
County Clerk and ex officio
Clerk of the County Board
[SEAL]