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HomeMy WebLinkAboutRESOLUTION - 9-85 - 2/26/1985 - MEMORANDUM OF AGRMT/REVENUE BONDS RESOLUTION NO. 9-85 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT (A. J . OSTER COMPANY PROJECT) WHEREAS, A. J. Oster Company, a Rhode Island corporation ( "Oster" ) , wishes to finance the acquisition, renovation and operational expansion of the facility serving as its Midwest Headquarters and wishes to have the Village of Elk Grove Village, Illinois (the " Issuer" ) issue its revenue bonds to finance such acquisition, renovation and expansion; and WHEREAS, a 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 revenue bonds to finance such acquisition, renovation and expansion; NOW, THEREFORE, BE IT RESOLVED BY THE 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 Clerk of the Issuer is hereby authorized to attest a Memorandum of Agreement with Oster 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 neces- sary to carry out the intent and purposes of the Memorandum of Agreement as executed and to issue not to exceed $2 , 000, 000 of its revenue bonds upon the terms and conditions stated in such Memorandum of Agreement for the purpose of defraying the cost of acquiring, renovating and expanding the Project ( as defined in the Memorandum of Agreement) 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 : This Resolution shall be in full force and effect upon its passage and approval . PASSED this 26th day of February 1985 . AYES : 6 NAYS : 0 ABSENT: 0 APPROVED this 26th day of February, 1985 . Charles J. Zettek President ATTEST: Patricia S. Smith Village Clerk -2- STATE OF ILLINOIS) ) SS . COUNTY OF COOK ) I , the undersigned, do hereby certify that I am the fully qualified and appointed Clerk of the Village of Elk Grove Village, in the County and State aforesaid; and as such Clerk, I am the keeper of the official journal, records and files of the Board of Trustees of said Village. I do further certify that the attached and foregoing is a full, true and correct copy of: RESOLUTION NO. 9-85 RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT (A. J. OSTER COMPANY PROJECT) Passed & Approved: February 26, 1985 as adopted by the Board of Trustees of the Village of Elk Grove Village at a legally convened meeting in the Village of Elk Grove Village. I further certify that in accordance with the requirements of Ch. 102, Illinois Revised Statutes, Section 41 et seq. , public notice of the regular dates, times and places of the regular meetings of the Board of Trustees of the Village of Elk Grove Village, Illinois was given at the beginning of the 1985 calendar or fiscal year of the Village of Elk Grove Village, Illinois and by supplying copies of such notice to any news medium that has filed an annual request for such notice . Written minutes of said meeting of February 26, 1985 have been kept, and include, without limitation, the date, time and place of the meeting, the members of the governing body of the Village recorded as either present or absent, and a general description of all matters proposed, discussed, or decided, and a record of any votes taken, and said minutes shall be avail- able for public, inspection within 7 days of the approval by said governing body. I further certify that all meetings of the Board of Trustees concerning the not to exceed $2 , 000, 000 issue of revenue bonds were held at times and places convenient to the public specified in the notice regarding said meetings , and that said meetings were public meetings . IN WITNESS WHEREOF, I have hereunto affixed my official signature and the corporate seal of said Village of Elk Grove Village, Cook and Du Page Counties, Illinois this 27th day of February, 1985 . Patricia S. Smith Village Clerk (VILLAGE SEAL) -2- MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the Village of Elk Grove Village, Illinois (the " Issuer" ) and A. J. Oster Company, a Rhode Island corporation ( "Oster" ) . 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 govern- ment 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 supplemented and amended (the "Enabling Ordinance" ) to issue industrial revenue bonds for the purpose of financing, i.n whole or in part, the cost of the construc- tion, acquisition, purchase, reconstruction, improvement, betterment or extension of any economic development project and to enter into one or more loan agreements with Oster, as bor- rower, pursuant to which the proceeds of such revenue bonds may be loaned to Oster to finance the costs of the acquisition, renovation and equipping of such project. (b) Oster wishes to obtain satisfactory assurance from the Issuer that the proceeds of the sale of the revenue bonds (the "Bonds" ) of the Issuer will be made available to Oster, to finance the purchase of the facility presently being leased by Oster located at 1900 W. Arthur Avenue, Elk Grove Village, Illinois, within the territorial boundaries of the Issuer, the costs of renovation of such facility, and the acquisition and installation of equipment therein (collec- tively, the "Project" ) , which Project will be for the purpose of enlarging its Midwest Distribution Center. (c) The proposed financing will add to employment, increase the tax base, and encourage the increase of industry within the Village of Elk Grove Village, Illinois and will further the other purposes of the Enabling Ordinance . (d) The Bonds of the Issuer shall be limited obligations of the Issuer. The holder of any such Bonds shall not have the right to compel any exercise of the taxing power of the Issuer, the State of Illinois or any political sub- division thereof in order to pay said Bonds or the interest thereon and such Bonds shall not constitute the indebtedness of or a loan of credit of the Issuer, the State of Illinois or any political subdivision thereof within the meaning of any constitutional or statutory provision. ( e) Subject to the conditions contained herein and to the due compliance with all requirements of law the Issuer, by virtue of the provisions of the Enabling Ordinance, will issue and sell its Bonds, in one or more series, in an amount not to exceed $2 , 000, 000 to finance the costs of the Project. -2- 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 under the provisions of the Ordinance . (b) That it will, at the proper time and subject in all respects to the prior advice, consent and approval of Oster, adopt, or cause to be adopted, such resolutions and authorize the execution of such documents as maybe necessary and advisable for the authorization, issuance, and sale of the Bonds, and that it will enter into one or more loan agreements whereby Oster will pay to or on behalf of the Issuer such sums as shall be sufficient 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 . 3 . Undertakings on the Part of Oster. Subject to the conditions above stated, Oster 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, Oster will enter into one or more loan agreements with the Issuer under the terms of which Oster 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 . -3- 4. General Provisions . ( a) All commitments of the Issuer under Paragraph 2 hereof and of Oster under Paragraph 3 hereof are subject to the condition that on or before ninety ( 90) days from the date hereof (or such other date as shall be agreed upon by the Issuer) , Oster and the Issuer shall have agreed to mutually acceptable terms and conditions of one or more loan agreements and of the Bonds and other instruments or proceedings relating to the Bonds . All commitments of the Issuer are further sub- ject to Oster' s compliance with the terms and conditions of the Enabling Ordinance and the approval of Oster' s application for the issuance of the Bonds by the financial consultant of the Village, the Village Attorney, the President and Board of Trustees and any subcommittee thereof. The decision whether or 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 thereof, and the Bonds in an amount not exceeding the amount stated above are not sold within such time, Oster agrees that it will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at Oster ' s request or as a result or arising out of the passage of -4- this Resolution, including but not limited to, the payment of attorney and other consultant fees arising from the execution of this Agreement and the performance by the Issuer of its obligations hereunder, and this Agreement shall thereupon ter- minate. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 26th day of February 1985 . ( SEAL) VILLAGE OF ELK GROVE VILLAGE, ILLINOIS ATTEST: Patricia S. Smith By Charles J. Zettek Village Clerk President ( SEAL) A. J. OSTER COMPANY ATTEST: By Secretary Vice President -5-