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HomeMy WebLinkAboutRESOLUTION - 46-83 - 7/12/1983 - INDUSTRIAL REVENUE BONDRESOLUTION NO. 46-83 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT (ANDREWS PAPERBOARD, INC. PROJECT) WHEREAS, Andrew Calas of 512 Kinkaid, Des Plaines, Illinois (the "Borrower") wishes to finance the acquisition of a site for and construction and equipping of an industrial facility, which facility will be leased by the Borrower or his designee to Andrews Paperboard, Inc., an Illinois corporation, for use in the warehousing and processing of paperboard., and wishes to have the Village of Elk Grove Village, Illinois (the "Issuer") issue its revenue bonds to finance such acquisition, construction and equipping; 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, construction and equipping; 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 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 $500,000 of % Iits revenue bonds upon the terms and conditions stated in such Memorandum of Agreement for the purpose of defraying the cost of acquiring, constructing and equipping 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 12t day of July , 1983. AYES: S NAYS: 0 ABSENT: I APPROVED this 12th day of July 1983. President ATTEST: Village Clerk -2- STATE OF ILLINOIS ) SS COUNTY OF ) I, the undersigned, do hereby certify that I am the duly 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. 46-83 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT (ANDREWS PAPERBOARD, INC. PROJECT). Passed & Approved: July 12 , 1983 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 1983 calendar or fiscal year of the Village of Elk Grove Village, Illinois by posting a copy of such notice at the principal office of the Board of Trustees, namely at the Village Hall, Elk Grove Village, Illinois and by supplying copies of such notice to any news medium that has filed an annual request for such notice. -3- Written minutes of said meeting of July 12 1983' 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 descrip- tion of all matters proposed, discussed, or decided, and a record of any votes taken, and said minutes shall be available 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 $500,000 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 DuPage Counties, Illinois this 13th day of July , 1983. (VILLAGE SEAL) Village Clerk' -4- MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the Village of Elk Grove Village, Illinois (the "Issuer") and Andrew Calas, 512 Kinkaid, Des Plaines, Illinois (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 an Ordinance adopted on October 13, 1981, as supplemented and amended (the "Ordinance") to issue economic development revenue bonds for the purpose of financing, in whole or in part, the cost of the construction, acquisition, purchase, reconstruction, improvement, betterment or extension of any economic development project and to enter into a loan agreement with the Borrower or his designee pursuant to which the proceeds of such revenue bonds may be loaned to the Borrower or his designee to finance the costs of the acquisition, construction and equipping of such project. (b) The Borrower wishes to obtain satisfactory assurance from the Issuer that the proceeds of the sale of the revenue bonds of the Issuer will be made available to him or his designee to finance the costs of acquiring a site for and construction and equipping of an industrial facility to be located on land legally described as follows: Lot 19 (except the east 44.0 feet thereof) all of Lot 20 and the east 34.0 feet of Lot 21 in Centex Industrial Park, Unit 22, being a subdivision in Section 34, Township 41 North, Range 11, East of the Third Principal Meridian, in Cook County, Illinois. within the territorial boundaries of the Issuer (the "Project"), which Project will be leased by the Borrower or his designee to Andrews Paperboard, Inc., an Illinois corporation, for use in the warehousing and processing of paperboard. (c) 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 ordinance, will issue and sell its revenue bonds in an amount not to exceed $500,000 (the "Bonds") to finance the costs of the Project. 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 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, and that it will enter into a loan agreement whereby the Borrower or his designee 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. -2- 3. Undertakings on the Part of the Borrower. Subject to the conditions above stated, the Borrower agrees as follows: (a) That he will use all reasonable efforts to find one or more purchasers for the Bonds. (b) That contemporaneously with the delivery of the Bonds, he or his designee, will enter into a loan agreement with the Issuer under the terms of which the Borrower or his designee 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 or his designee 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 or his designee 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. All commitments of the Issuer are further subject to Borrower's compliance with the terms and conditions of Issuer's Enabling Ordinance (Ordinance No. 1486 adopted October 13, 1981) and the approval of Borrower's application for the issuance of said Bonds by the financial consultant of the Village, the Village Attorney, the President and Board of Trustees and any subcommittee thereof. The decision not to approve or agree to any term or condition of -3- r 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, the Borrower agrees that he will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at the Borrower's or the Borrower's designee's request or as a result or arising out of the passage of 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 terminate. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 12th day of July , 1983. (SEAL) ATTEST: Village Cle k VILLAGE OF ELK GROVE VILLAGE, ILLINOIS President v B Andr CaLas -4-