HomeMy WebLinkAboutRESOLUTION - 2-84 - 2/14/1984 - MEMORANDUM OF AGREEMENTRESOLUTION NO. 2-84
A RESOLUTION AUTHORIZING THE EXECUTION
OF A MEMORANDUM OF AGREEMENT (FPM ASSOCIATES/
FPM HEAT TREATING, INC. PROJECT)
WHEREAS, FPM ASSOCIATES, a partnership (Associates)
and FPM HEAT TREATING, INC., an Illinois corporation (FPM), cr each
of them, wish to finance the construction and equipping of a new
manufacturing facility and wish to have the Village of E1:: Grove
Village, Illinois (the "Issuer") issue its revenue bonds to finan-
ce 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 contruction 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 Associates and
FPM 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 $2,100,000 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 Memor-
andum 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 14th day of February 1984.
AYES: 6
NAYS: 0
ABSENT: 0
APPROVED this 14th day of February, 1984.
ATTEST:
Village Clerk
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Written minutes of said meeting of February 14 , 1984
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 available for
public inspection within 7 days of the approval by said governing
body.
I further certify that all meetings of the Board of Trus-
tees concerning the not to exceed $2,100,000 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 15th day
of February , 1984.
(VILLAGE SEAL)
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Village Clerk
MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT is between the Village
of Elk Grove Village, Illinois (the "Issuer") and FPM Associates,
an Illinois partnership ("Associates") and FPR Heat Treating, Inc.,
an Illinois corporation ("FPM").
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 an Ordinance adopted on October 13th,
1981, as supplemented and amended (the "Ordinance") to issue indus-
trial revenue bonds for the purpose of financing, in whole or in
part, the cost of the construction, acquisition, purchase, recon-
struction, improvement, betterment or extension of any economic
development project and to enter into one or more loan agreements
with Associates and FPM, as borrower, or with each of them, pursuant
to which the proceeds of such revenue bonds may be loaned to either
or both Associates or FPM, to finance the costs of the construc-
tion and equipping of such project.
(b) Associates and FPM 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
Associates or FPM or to both of them, to finance the purchase of
the approximate 3.75 acres of vacant land located at the S.E.
corner of Greenleaf Avenue and Lively Blvd. within the territor-
ial boundaries of the Issuer, the costs of construction of a
50,000-55,000 square foot manufacturing facility and the acqui-
sition and installation of equipment therein (the "Project"),
which Project will be owned by Associates and leased by them to
FPM, for use in the heat treating of metal parts and components.
(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 Project shall
be financed for Associates under a non -cancellable lease agree-
ment pursuant to which FPM will pay as rent, 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 not
have the right to compel any exercise of the taxing power of
the Issuer, the State of Illinois or any political subdivision
thereof to pay said bonds or the interest thereon and such revenue
bonds shall not constitute an 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.
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(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 $2,100,000 (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
Associates or FPM, or both of them, adopt, or cause to be adopted,
such resolutions 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 Associates and FPM, or each of them, will
pay to or on behalf of the Issuer such sums as shall be suffic-
ient 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 Associates and FPM.
Subject to the conditions above stated, Associates and FPM each
agree as follows:
(a) That they will use all reasonable efforts to
find one or more purchasers for the Bonds.
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(b) That contemporaneously with the delivery of the
Bonds, Associates or FPM, or each of them, will enter into one or
more loan agreements with the Issuer under the terms of which
Associates and FPM, 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.
4. General Provisions.
(a) All commitments of the Issuer under Paragraph 2
hereof and of Associates and FPM 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, Associates and FPM), the Issuer and Associates or FPM,
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
Associates' or FPM's, or both parties' compliance with the terms
and conditions of Issuer's Enabling Ordinance (Ordinance No. 1486
adopted October 13th, 1981) and the approval of Associates' and
FPM'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
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
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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, Associates and FPM
agree that they will reimburse the Issuer for all reasonable and
necessary direct out-of-pocket expenses which the Issuer may
incur at Associates' and FPM'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
fees arising from the execution of this Agreement and the perform-
ance by the Issuer of its obligations hereunder, and this Agreement
shall thereupon terminate.
IN WITNESS WFEREOF, the parties hereto have entered
into this Agreement by their officers thereunto duly authorized
as of the 14th day of February 1984.
VILLAGE OF ELK GROVE VILLAGE, ILLINOIS
l
(SEAL)
ATTRRT
(SIGNATURES CONTINUED ON FOLLOWING PAGE)
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(SEAL)
ATTEST:
(SIGNATURES CONTINUED FROM PREVIOUS PAGE)
Its Secretary
FPM ASSOCIATES, a partnership
By:
Partner T
FPM HEAT TREATING, INC.
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res
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