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HomeMy WebLinkAboutRESOLUTION - 64-94 - 12/6/1994 - MEMORANDUM OF AGRMT/TRANSFER OF INTEREST RESOLUTION NO. 64-94 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT (WEST IRVING DIE CASTING COMPANY, INC. PROJECT) AND TRANSFER OF INTEREST THEREIN WHEREAS, West Irving Die Casting Company, Inc. (the "Borrower") wishes to finance the acquisition of an existing building and equipment therein, rehabilitation thereof and the acquisition of new equipment located at 970 Pauly Drive in Elk Grove Village, Illinois (the "Project" ) and wishes to have the Village of Elk Grove Village, Illinois (the "Issuer" ) issue its industrial revenue bonds to finance the acquisition, rehabilitation and equipping of such facilities; and WHEREAS, a Memorandum of Agreement (the "Memorandum of Agreement" ) has been presented to the Issuer under the terms of which the Issuer agrees, subject to the provisions of such Agreement, to issue its industrial revenue bonds to finance the acquisition, rehabilitation and equipping of such facilities; and WHEREAS, the Issuer will be unable to obtain sufficient bond allocation to allow the Issuer to issue the bonds; and WHEREAS, it is anticipated that the Illinois Development Finance authority will have sufficient bond allocation available to it to issue the bonds; and WHEREAS, the Issuer desires to help the Borrower to obtain the bond allocation and to assign its interest in the Memorandum of Agreement to the Illinois Development Finance Authority. NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS, as follows : SECTION 1 : That the President of the Issuer is hereby authorized to execute, and the Village Clerk of the Issuer is hereby authorized to attest a Memorandum of Agreement with the Borrower in substantially the form of such agreement appended to this Resolution as Exhibit A. SECTION 2 : That the officers and employees of the Issuer are hereby authorized to take such further action as is necessary to carry out the intent and purposes of the Memorandum of Agreement as executed and to issue not to exceed $3,000,000 of its industrial revenue bonds upon the terms and conditions stated in such Memorandum of Agreement for the purpose of defraying the cost of acquisition, rehabilitation and equipping the Project and that the same is declared to be for a public purpose and to be a matter pertaining to the government and affairs of the Issuer. SECTION 3 : That the Issuer hereby transfers to the Illinois Development Finance Authority its interest in the Memorandum of Agreement. -2- SECTION 4 : That this Resolution shall be in full force and effect upon its passage and approval . PASSED this 6th day of December 1994 . AYES : 5 NAYS: 0 ABSENT: 1 APPROVED this 6th day Of December 1994 . Dennis J. Gallitano President ATTEST: Patricia S. Smith Village Clerk -3- vXHIBIT "A" MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the Village of Elk Grove Village, Illinois (the "Issuer") and West Irving Die Casting Company, Inc. (the "Borrower") . 1 . Preliminary Statement. Among the matters of mutual inducement which have resulted in this Agreement are the following: (a) The Issuer is a home rule unit of local government and is authorized under its home rule powers as set forth in the 1970 Constitution of the State of Illinois, Article VII, Section 6 and the provisions of ordinance No. 1486 adopted on October 13, 1981, as from time to time supplemented and amended (the "Act" ) , to Issue Industrial revenue bonds for the purpose of financing, in whole or in part, the cost of the acquisition, purchase, construction, reconstruction, improvement, betterment or extension of any industrial project and to enter into a loan agreement with the Borrower pursuant to which the proceeds of such industrial revenue bonds may be lent to the Borrower to finance the costs of the acquisition, rehabilitation and equipping of such an industrial project. (b) The Borrower wishes to obtain satisfactory assurance from the Issuer that the proceeds of the sale of such industrial revenue bonds of the Issuer will be made available to it to finance the costs of acquisition of an existing building and equipment therein, rehabilitation thereof and the acquisition of new equipment located at 970 Pauly Drive in Elk Grove Village, Illinois (the "Project" ) . (c) Subject to the conditions contained herein and to the due compliance with all requirements of law, the Issuer, by virtue of such statutory authority as may now or hereafter be conferred by the Act, will issue and sell its industrial revenue bonds in an amount not to exceed $3, 000,000 (the "Bonds" ) to finance the costs of the Project. (d) The Borrower has presented the Issuer with evidence of his intention to reimburse himself for expenditures relating to the Project which he may pay from funds which are not proceeds of the Bonds . 2 . Undertakings on the Part of the Issuer. Subject to the conditions above stated, the Issuer agrees as follows : (a) That it will authorize the issuance and sale of the Bonds pursuant to the terms of the Act as then in force. (b) That it will, at the proper time and subject in all respects to the prior advice, consent and approval of the Borrower, adopt or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary and advisable for the authorization, issuance, and sale of the Bonds as aforesaid, and that it will ente r into a loan agreement whereby the Borrower will pay to or on behalf of the Issuer such sums as shall be sufficient to pay the principal and interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable. (c) The Issuer hereby declares its intent to assist the Borrower under Treasury Regulations Section 1 . 150-2 to reimburse -2- any expenditures made on costs of the Project prior to the issuance of the Bonds with proceeds of the Bonds . 3 . Undertakings on the Part of the Borrower. Subject to the conditions above stated, the Borrower agrees as follows : (a) That it will use all reasonable efforts to find one or more purchasers for the Bonds . (b) That contemporaneously with the delivery of the Bonds it will enter into a loan agreement with the Issuer under the terms of which the Borrower will obligate itself to pay to the Issuer 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 become due and payable. 4 . General Provisions . (a) All commitments of the Issuer under Paragraph 2 hereof and of the Borrower under Paragraph 3 hereof are subject to the condition that on or before 365 days from the date hereof (or such other date as shall be mutually satisfactory to the Issuer and the Borrower) , the Issuer and the Borrower shall have agreed to mutually acceptable terms and conditions of the loan agreement and of the Bonds and other instruments or proceedings relating to the Bonds . The decision not to approve or agree to any term or condition of any document or not to take any action prior to issuance of the Bonds shall rest solely within the complete discretion of the parties to this Agreement. (b) If the events set forth in (a) of this Paragraph 4 do not take place within the time set forth or any extension -3- thereof and the Bonds in an amount not exceeding the amount stated above are not sold within such time, the Borrower agrees that it will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at the Borrower' s request or as a result or arising out of this Agreement including but not limited to the payment of attorney and other consultant fees arising from the execu,tion of this Agreement and the performance by the Issuer of its obligations hereunder, and this Agreement shall thereupon terminate. (c) The closing of the Bonds in regard to the Project is subject to the receipt by the Issuer of sufficient volume cap allocation from the State of Illinois or otherwise pursuant to the Illinois Private Activity Bond Allocation Act (30 ILCS 34511 through 34319 ( 1992 State Bar Edition) ) . -4- IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 6th day of December, 1994 . VILLAGE OF ELK GROVE VILLAGE, ILLINOIS Dennis J. Gallitano President (SEAL) ATTEST: Patricia S. Smith Village Clerk WEST IRVING DIE CASTING COMPANY, INC. President (SEAL) ATTEST: Secretary -5-