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HomeMy WebLinkAboutRESOLUTION - 78-83 - 12/13/1983 - MEMOR OF AGRMT/R J FRISBY PROJECT RESOLUTION NO. A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT (R.J. FRISBY MFG. CO. PROJECT) WHEREAS, R.J. Frisby Mfg. Co. , a Delaware corporation ("Frisby" ) or Chase Group, Inc. , a Delaware corporation ("Chase" ) , or each of them, wish to finance the construction and equipping of an addition to an existing manufacturing facility and wish to have the Village of Elk Grove Village, Illinois (the "Issuer") issue its revenue bonds to finance such 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 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 Frisby and Chase 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 $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 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 13th day of December 1983. AYES: Trustees Bosslet, Chernick, Hauser, Petri , Tosto, Uhlarik NAYS: 0 ABSENT: 0 APPROVED this 13th day of December 1983 . Charles J. Zettek President ATTEST: Patricia S. Smith Village Clerk -2- MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the village of Elk Grove Village, Illinois (the• "Issuer" ) and R.J. Frisby Mfg. , Co. , a Delaware corporation ("Frisby" ) and Chase Group, Inc. , a Delaware corporation ("Chase" ) . 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 one or more loan agreements with Frisby, as borrower or its designee, Chase, as borrower, or with each of them, pursuant to which the proceeds of such revenue bonds may be loaned to Frisby or its designee, Chase, or to both Frisby and Chase, to finance the costs of the construction and equipping of such project. (b). Frisby and Chase wish 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 either Frisby or Chase, or to both of them, to finance the costs of construction of a 50, 000-55,000 square foot addition to an existing manufacturing facility located at 1500 Chase Avenue within the territorial boundaries of the Issuer and the acquisition and installation of equipment therein (the "Project") , which Project will be owned by Frisby or, alternatively, owned by Chase and leased by Chase to Frisby, or a portion of the Project will be owned by each, for use in the manufacturing of precision machined components. t (c) The proposed financing will relieve 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 Company, or its designee, rill pay an amount sufficient to pay the principal of, premium, if any, and interest on such revenue bonds. The 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 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 one or more series, in an amount not to exceed $2, 000, 000 (the "Bonds" ) 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 Frisby t or Chase, or both of them, 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 one or more loan agreements whereby Frisby or Chase, or each of them, 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. 3. Undertakings on the Part of Frisby and Chaels. Subject to the conditions above stated, Frisby and Chase each agree as follows: (a) That they will use all reasonable efforts to find one or more purchasers for the Bonds. (b) That contemporaneously with the delivery of the Bonds, Frisby or Chase, or each of them, will enter into one or more loan agreements with the Issuer under the terms of which Frisby or Chase, or each of them, will obligate themselves 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 Frisby and Chase 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, Frisby and Chase) , the Issuer and Frisby or Chase, or each of them, as the case may be, 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 subject to Frisby's or Chase's, or both parties' compliance with the terms and conditions of Issuer' s Enabling Ordinance (Ordinance No. 1486 adopted October 13, 1981) and the approval of Chase'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 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, Frisby and Chase agree that they will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at Frisby's or Chase's or both parties' 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 -4- 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 13th day of December 1983 . VILLAGE OF ELK GROVE VILLAGE, ILLINOIS Charid J. ZettPk President (SEAL) ATTEST: Patricia S. Smith Village Clerk (SIGNATURES CONTINUED ON FOLLOWING PAGE) -5- • (SIGNATURES CONTINUED FROM PREVIOUS PAGE) R.J. FRISBY MFG. CO. By Its (SEAL) ATTEST: Its CHASE GROUP, INC. By Its (SEAL) ATTEST: Its -6-