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HomeMy WebLinkAboutRESOLUTION - 77-83 - 12/13/1983 - INDUST DEV REV BONDS/LAQUINTA MOTOR INN RESOLUTION NO. 77-f/3 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE VILLAGE OF ELK GROVE VILLAGE, COOK AND DUPAGE COUNTIES, ILLINOIS AND LA QUINTA MOTOR INNS, INC. REGARDING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS WHEREAS, LaQuinta Motor Inns, Inc. , a Texas corporation (the "Company" ) , .wishes to finance the cost of the aquisition, construction and equipping of a 130-room motel and the land on which the motel will be situated (the "Project") , which land is presently immediately adjacent to the corporate boundaries of the Village of Elk Grove Village, Cook and DuPage Counties , Illinois ; and WHEREAS, the Company desires to have the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the "Issuer" ) issue its revenue bonds to provide for the financing of such Project; and WHEREAS, the Company and the Issuer both desire to have the land on which the Project will be situated annexed by the Issuer and the Company and the Issuer will use their best efforts to effect such annexation; and WHEREAS, pursuant to the Tax Equity and Fiscal Respons- ibility Act of 1982, notice of a public hearing on the proposal to issue not to exceed $4,800,000 aggregate principal amount of indus- trial development revenue bonds of the Issuer to finance all or a portion of the cost of the Project, has been duly given by publi- cation on November 2s , 1983, in The Daily Herald, being a legal newspaper having a general circulation within the Village of Elk Grove Village, Illinois ; and WHEREAS, pursuant to the provisions of the Tax Equity and Fiscal Responsibility . Act of 1982, a public hearing on the proposed plan of financing for the Project through the issuance of the industrial development revenue bonds of the Issuer has been held by the PrIbsident and Board of Trustees, pursuant to said notice, on December 13, 1983, and the President and Board of Trus- tees of the Issuer desire to make a record by this Resolution that the proposed plan of financing for the Project through the issuance of said bonds is approved; 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 provide for the financing of the Project; NOW, THEREFORE, be it resolved by the President and Board of Trustees of the Village of Elk Grove Village, Cook and ' DuPage Counties, Illinois , as follows : 1. That in order to insure the acquisition, construc- tion and equipping of the Project, with the resulting public benefits whichwill flow therefrom, it is deemed necessary and desirable industrial ndustrial development revenue bonds of the Issuer be issued in an aggregate principal amount not to exceed $4,800, 000; that the Memorandum of Agreement hereinafter referred to be approved and executed on behalf of the Issuer; that the issuance of said bonds to finance a portion of the costs of the Project constitute the plan of financing of the Project, which plan of financing is hereby approved by the President and Board of Trustees of the Issuer; that such plan of financing be subject to the conditions set forth in said Memorandum of Agreement; and that this Resolution constitute the public approval of said plan of financing required by Section 103(k) of the Internal Revenue Code of 1954, as amended. 2. That the action of the Village Clerk of the Issuer in publishi."ig the notice of the public hearing and the holding of the public hearing by the President and Board of Trustees of the Issuer, all- as required by the Tax Equity and Fiscal Responsibility Act of 1982, o.:e hereby in all respects ratified, approved and confirmed. 3. That the Memorandum of Agreement by and between the Company and the Issuer, in the form and with the contents set forth in ExhibitA attached hereto, be and the same is hereby approved. 4. That the President of the Board of Trustees or any other officer of the Issuer is hereby authorized to execute and the Village Clerk is hereby authorized to attest and affix the seal of the Issuer to a Memorandum of Agreement with the `Company in substantially the form of such agreement as was presented to this meeting. 5. That the officers, employees and designated agents of the Issuer are hereby authorized to take such further action as is necessary to carry out the intent and purpose of the Memorandum of Agreement as executed and to cause an amount not to exceed $4,800,000 of its revenue bonds to be issued upon the terms and conditions stated in such Memorandum of Agreement which is hereby made a part of this resolution. -2- 6. That this Resolution shall be in full force and effect from and after its passage and approval as provided by law. Adopted this lth day of December, 1983• AYES: Trustees Bosslet, Chernick, Hauser, Petri , Tosto, Uhlarik NAYS: 0 ABSENT: 0 VILLAGE .OF ELK GROVE VILLAGE, (SEAL) COOK AND DUPAGE COUNTIES, ILLINOIS Attest: By Charles J. Zettek PresicTent Patricia S. Smith Village Clerk —3— MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is by and between the Village of Elk Grove Village, Cook and DuPage Counties , Illinois , a municipality and home rule unit of government under the Constitution and laws of the State of Illinois , (the "Issuer") , and LaQuinta Motor Inns , Inc. , a Texas corporation (the "Company" ) . 1. Preliminary Statement . Among the matters of mutual inducement whit ave resu t ed in this Agreement are the following: (a) The Issuer is authorized pursuant to its home rule powers and Ordinance No. 1486, as supplemented and amended (the "Enabling Ordinance" ) , to issue its revenue bonds to finance certain manufacturing or industrial facilities. (b) The Company intends to acquire, construct and equip a 130-room motel and the land on which the motel will be situated (the "Project" )' which land is presently located immediately adja- cent to the corporate boundaries of the Village of Elk Grove Village, Illinois. The Project is expected to cost in excess of $4, 800,000. The Company has requested that the Issuer assist the Company in defraying all or a portion of the cost of the Project by issuing its revenue bonds. (c) The proposed financing will rRlieve conditions of unemployment 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 revenue bonds of the Issuer shall be limited obligations of the Issuer payable solely out of the revenues and receipts derived with respect to the Project; the acquisition of the Project shall be financed for the Company under an agreement pursuant to which the dompany, or its designee, will pay an amount sufficient to 'pay the principal of, premium, if any, and interest on such revenue bonds. No holder of any such revenue bonds shall have the right to compel any exercise of the taxing power of the Issuer, the State of Illinois or any political subdivision thereof and such revenue bonds shall not constitute an indebtedness 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 due compliance with all requirements of law, the Issuer, by virtue of such authority. as may now or here- after be conferred and subject to receipt of adequate assurance from the Company that there are one or more purchasers for such revenue bonds, will issue and sell its revenue bonds in an amount not to exceed $4,800,000 (or such lesser amount as may be necessary) to pay all or a portion of the costs of the Project, and any and all other Issuer expenditures pursuant to the issuance of such revenue bonds . 1' 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 revenue bonds pursuant to its lawful and constitutional authority, and particularly the Enabling Ordinance as then in force. (b) That it will enter into a financing agreement or loan agreement with the Company or its designee, whereby the Company, or its designee, will pay to, or on behalf of the Issuer, such sums as shall be sufficient to pay the principal of, interest and redemption premium, if any, on the revenue bonds as and when the same shall become due and payable. (c ) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertaking4. as it may deem appropriate in pursuance thereof. 3. Undertakings on the Part of the Company. Subject to the conditions above stated, the Company agrees as follows: (a) That it will use all reasonable efforts to find one or more purchasers for the revenue bonds. (b) That contemporaneously with the delivery of the revenue bands it, or its designee, will enter into a financing agreement or loan agreement (as borrower) , with the Issuer, under the tllrms of which the Company, or its designee, will obligate itst._ ' to pay to or on behalf of the Issuer sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the .revenue bonds as and when the same shall become due and payable and such other provisions as shall be mutually acceptable and that it shall pay all Issuer expenses in connection with said bond issue. (c) The Issuer shall be reimbursed for all of its reason- able costs, expenses and attorney fees from the proceeds of said revenue bonds when issued and sold or by the Company. 4. General Provisions. (a) All commitments of the Issuer under paragraph 2 hereof and of the Company under paragraph 3 hereof are subject to the conditions that on or before one year from the date hereof (or such other date as shall be mutually satisfactory to the Issuer and the Company) , the Issuer and the Company shall have agreed to mutually acceptable terms and conditions of the financing agreement and of the revenue bonds and other instruments or proceedings relating to the revenue bonds. (b) The Company ,agrees to pay all fees and expenses in connection with the issuance of the bonds by the Issuer and the -2- acquisition, construction and equipping of the Project, including but not limited to title charges , stamp taxes, fees and out-of- pocket expenses of counsel to the Issuer and Chapman and Cutler, as Bond Counsel, recording fees, architects and engineering fees. It is understood that out-of-pocket expenses aforesaid may be billed to the Company on a monthly basis. ( c) If the events set forth in (a) of this paragraph do not take place within the time set• forth or any extension thereof and the revenue bonds in an amount of approximately the amount stated above are not sold within such time, the Company agrees that it will reimburse the Issuer for all reasonable and necessary expenses which the Issuer may incur arising from the execution of this Agreement and the performance by the Issuer of its obligations hereunder, and will pay upon demand the preliminary fees and expenses of bond counsel and this Agreement shall thereupon termi- nate. IN WITNESS WHEREOF, the parties thereto have entered into this Agreement by their officers thereunto duly authorized as of the 13th day of December 1983. VILLAGE OF ELK GROVE VILLAGE, (SEAL) COOK AND DUPAGE COUNTIES, ILLINOIS ATTEST: By Charles J. Zettek President Patricia S. Smith Village Clerk LA QUINTA MOTOR INNS, INC. (SEAL) By is ATTEST: Its -3-