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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 -2- 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) -4- 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. -2- (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. -3- (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 -4- 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) -5- (SEAL) ATTEST: (SIGNATURES CONTINUED FROM PREVIOUS PAGE) Its Secretary FPM ASSOCIATES, a partnership By: Partner T FPM HEAT TREATING, INC. Q- res �dent