HomeMy WebLinkAboutRESOLUTION - 25-86 - 3/25/1986 - REVENUE BONDS/COLLINS CO LTDRESOLUTION NO. 25-86
A RESOLUTION AUTHORIZING THE EXECUTION AND
DELIVERY OF A MEMORANDUM OF AGREEMENT BY
AND BETWEEN THE VILLAGE OF ELK GROVE VILLAGE,
ILLINOIS, AND COLLINS, CO., LTD., PROVIDING FOR
THE ISSUANCE BY SAID VILLAGE OF REVENUE BONDS
PURSUANT TO THE PROVISIONS OF ORDINANCE NUMBER
1486.
WHEREAS, the Village of Elk Grove Village, Illinois (hereinafter called
the "Village") recognizes that it is necessary for the general welfare and economy of
the public that the Village endeavor to provide opportunities for economic development;
and
WHEREAS, the Village is a home rule unit of government and is authorized
under the provisions of Ordinance Number 1486, as amended and supplemented (the
"Enabling Ordinance"), to issue its revenue bonds in order to provide funds to acquire,
construct, reconstruct, improve, equip or extend any "project" (as defined in the Enabling
Ordinance), in order to relieve conditions of unemployment, and to encourage economic
development within the Village thereby reducing the evils attendant upon unemployment;
and
WHEREAS, Collins Co., Ltd. a North Dakota corporation (the "Company")
wishes to secure financing of the cost of renovation of the roof of an existing building,
acquisition and installation of equipment therein, and improvement of the adjacent
real estate, all located within the Village of Elk Grove Village, Illinois, (the building
improvements and equipment hereinafter known as the "Project"), and wishes to have
the Village of Elk Grove Village, Illinois (the "Issuer") issue its revenue bonds to provide
such financing; and
WHEREAS, the Village's intention to issue said revenue bonds is an induce-
ment to the Company to locate the Project in the Village; and
WHEREAS, it is now deemed advisable to authorize the execution and
delivery by the Village of a Memorandum of Agreement (the "Memorandum of Agree-
ment") by and between the Village and the Company, setting forth the understanding
heretofore informally discussed by the Village and the Company; 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 such financing;
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 and Village Clerk of the Issuer
are hereby authorized to execute a Memorandum of
Agreement with the Company in substantially the form
of such agreement presented to this meeting or with such
changes therein as shall be approved by the officers executing
the same.
Section 2. That the above officers 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 not exceeding $1,250,000
of its revenue bonds to be issued upon the terms and conditions
stated in such Memorandum of Agreement, which
Memorandum of Agreement is hereby made a part of this
Resolution.
Section 3. All resolutions and orders or parts thereof, in
conflict with the provisions of this Resolution, are, to the
extent of such conflict, hereby repealed, and this Resolution
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ATTEST:
shall be in immediate effect from and after its passage
and approval according to law
PASSED this 25th day of ".larch, 1986
APPROVED this 25th day of March, 1986
Patricia S. Smith
Village Clerk
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Charles J. Zettek
Village President
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT (the "Agreement") is by and be-
tween the Village of Elk Grove Village, Illinois (the "Village") and Collins Co., Ltd.,
a North Dakota corporation (the "Company"):
1. Preliminary Statement. Among the matters of mutual inducement
which have resulted in this Agreement are the fallowing:
(a) The Village of Elk Grove Village, Illinois is a municipality and
a home rule unit of .government under Section 6(a) of Article VII of the 1970 Constitution
of the State of Illinois and as such home rule unit has duly adopted Ordinance Number
1486, as supplemented and amended (the "Enabling Ordinance"), authorizing and empower-
ing the Village to issue its revenue bonds for the purpose of financing the cost of the
acquisition, construction, reconstruction, improvement, equipping and extension of
"projects" (as defined in the Enabling Ordinance) in order to relieve conditions of
unemployment and to encourage economic development within the Village.
(b) The Company proposes to renovate the roof on an existing building,
acquire and install equipment therein, and improve the adjacent real estate, with the
building to be owned and used by the Company as an office, showroom and distribution
facility (the "Project") located in the Village of Elk Grove Village, Illinois. The Com-
pany wishes to obtain satisfactory assurance from the Village that the proceeds from
the sale of the revenue bonds of the Village will be made available to finance the cost
of the Project.
(c) The Village is authorized pursuant to the Enabling Ordinance
to enter into agreements with respect to projects and the financing thereof through
the issuance of its revenue bonds.
(d) Subject to due compliance with all requirements of law, the Village
will proceed to take such action as may be necessary to cause to be prepared such agree-
ments, mortgages, indentures or such other documents as may be necessary to cause
the Village, by virtue of such authority as may now or hereafter be conferred by the
Enabling Ordinance, to issue and sell its revenue bonds in an amount not to exceed
$1,250,000 (the `Bonds") to pay costs of the Project and costs incidental to the issuance
of the Bonds.
(e) The Village considers that the financing by the Village of the
cost of the Project on behalf of the Company will promote and further the purposes
of the Enabling Ordinance.
(g) The Bonds shall be limited obligations of the Village payable solely
from the revenues received from the Company. No holder of the Bonds shall have the
right to compel the use of the taxing power of the Village or the State of Illinois for
the purpose of paying the Bonds.
2. Undertakings on the Part of the Village. Subject to the conditions
above stated and to the limits of the authority of the Village under the Enabling Ordi-
nance the Village agrees as follows:
(a) That it will begin the proceedings necessary on its part to cause
the Board of Trustees of the Village to authorize the issuance and sale of the Bonds,
pursuant to the terms of the Enabling Ordinance as then in force.
(b) That it will cooperate with the Company in finding a purchaser
or purchasers for the Bonds, and if satisfactory purchase arrangements can be made,
the Village will adopt such proceedings authorizing the execution of such documents
as may be necessary or advisable for the authorization, issuance and sale of the bonds
and the financing of the Project, all as shall be authorized by law and mutually satis-
factory to the Village and the Company; provided however, that anv Bonds issued shall
be within the limits stated in Section 103(n) of the Internal Revenue Code of 1954, as
amended.
(c) That, if the Village issues and sells the Bonds, the financing instru-
ments will provide that the Village will use the proceeds of the Bonds to loan to the
Company to be used to finance the Project and the aggregate payments (i.e., the amounts
to be paid by the Company and used by the Village to pay the principal of, interest and
redemption premium, if any, on the Bonds) payable under the instruments whereby the
Project shall be financed, shall be such sums as shall be sufficient to pay the principal
of, interest and redemption premium, if any, on the Bonds as and when the same shall
become due and payable.
(d) 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 undertakings
or 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 Bonds.
(b) That contemporaneously with the issuance of the Bonds, the
Company will enter into a loan agreement, as defined in the Enabling Ordinance, with
the Village under the terms of which the Company will obligate itself to pay to the
Village sums suficient in the aggregate to pay the principal of, interest and redemption
premium, if any, on the Bonds as and when the same shall become due and payable,
such revenue agreement to be in form and substance satisfactory to the Village and
the Company.
(c) That it will take such further action and adopt such further pro-
ceedings as may be required to implement its aforesaid undertakings or as it may deem
appropriate in pursuance thereof.
4. General Provisions.
(a) All commitments of the Village under paragraph 2 hereof and
of the Company under paragraph 3 hereof, are subject to the conditions that on or before
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December 31, 1986 (or such other date as shall be mutually satisfactory to the Village
and the Company), the Village and the Company shall have agreed to mutually acceptable
terms for the Bonds and of the sale and delivery thereof, and mutually acceptable terms
and conditions of the agreements and instruments referred to in paragraphs 2 and 3
hereof and the proceedings referred to in paragraphs 2 and 3 hereof.
(b) All costs and expenses in connection with the financing of the
Project, including the fees and expenses of counsel to the Village, Schiff Hardin & Waite,
as bond counsel, and the agent or underwriter for the sale of the Bonds, shall be paid
from the proceeds of the Bonds or directly by the Company. 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 Bonds are not sold within such time, the Company agrees that it will
reimburse the Village for all reasonable and necessary direct out-of-pocket expenses
which the Village may incur from the execution of this Agreement and the performance
by the Village of its obligations hereunder, and will pay upon demand the accrued fees
of bond counsel and counsel to the Village, and this Agreement shall thereupon terminate.
IN WITNESS WHEREOF, the parties hereto have entered into this Agree-
ment by their officers thereunto duly authorized as of this 25th day of March, 1986.
(SEAL)
Attest:
Patricia S. Smith
Village Clerk
(SEAL)
Attest:
Its ACTING /CONTROLLER
V
VILLAGE OF ELK GROVE VILLAGE, ILLINOIS
By _ Charles J. Zettek
Village President
COLLINS CO., LTD.
By
Its SENIOR VICE PRESIDENT`
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