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HomeMy WebLinkAboutRESOLUTION - 40-84 - 5/22/1984 - MEMORANDUM OF AGREEMENTRESOLUTION NO. 40-84 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT (AAR CORP. PROJECT) WHEREAS, AAR Corp., a Delaware corporation authorized to do business in the State of Illinois (the "Company"), wishes to finance the acquisition and equipping of a new commercial facility and wish to have the Village of Elk Grove Village, Illinois (the "Issuer") issue its revenue bonds to finance such acquisition 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 acquisition 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 the Company 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 $1,300,000 of its revenue bonds upon the terms and conditions stated in such Memorandum of Agreement for the purpose of defraying the cost of acquiring 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 22nd day of May, 1984. AYES: 6 NAYS: 0 ARSENT: 0 APPROVED this 22nd day of May, 1984. ATTEST: Patricia S. Smith Village Clerk -2- Charles J. Zettek President STATE OF ILLINOIS ) ) SS. COUNTY OF COOK ) I, the undersigned, do hereby certify that I am the fully qualified and appointed Clerk of the Village of Elk Grove Village, in the County and State aforesaid; and as such Clerk, I am the keeper of the official journal, records and files of the Board of Trustees of said Village. I do further certify that the attached and foregoing is a full, true and correct copy of; RESOLUTION NO. 40-84 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEDIORANDTM OF AGRFFMF.NT (AAR CORP. PROJECT). Passed and Approved May 22 , 1984. as adopted by the Board of Trustees of the Village of Elk Grove Village at a legally convened meeting in the Village of Flk Grove Village. I further certify that in accordance with the requirements of Ch. 102, Illinois Revised Statutes, Section 41 et seq., public notice of the regular dates, times and places of the regular meetings of the Board of Trustees of the Village of Elk Grove Village, Illinois was given at the beginning of the 1984 calendar or fiscal year of the Village of Elk Grove Village, Illinois by posting a copy of such notice at the principal office of the Board of Trustees, namely at the Village Hall, Elk Grove Village, Illinois and by supplying copies of such notice to any news medium that has filed an annual request for such notice. -3- Written minutes of said meeting of May 22 , 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 inspec- tion within 7 days of the approval by said governing body. I further certify that all meetings of the Board of Trustees concerning the not to exceed $1,300,000 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 day of May, 1984. (VILLAGE SEAL) -4r Patricia S. Smith Village Clerk MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the Village of Elk Grove Village, Illinois (the "Issuer") and AAR Corp., a Delaware corporation authorized to do business in the State of Illinois (the "Company"). 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 13th, 1981, as supplemented and amended (the "Ordinance") to issue industrial 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 the Company, as borrower, pursuant to which the proceeds of such revenue bonds may be loaned to the Company, to finance the costs of the acquisition and equipping of such project. (b) The Company wishes 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 the Company to finance the purchase of the approximate 77,000 square feet of land and the existing building situated thereon, located at 1111 Nicholas Roulevard within the territorial boundaries of the Issuer and the costs of the acquisition and installation of equipment therein and improvements thereto (the "Project"), which Project will be owned and used by the Company as additional office space, for housing its computer and accounting facilities, and for additional warehouse space. (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 the Company under a loan agreement with the Issuer pursuant to which the Company will pay as loan repayments, an amount sufficient to pay the principal of, premium, if any, and interest on such revenue bonds. The owner 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. (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 -2- bonds, in one or more series, in an amount not to exceed $1,300,000 (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 the Company, 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 the Company 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 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 delivery of the Bonds, the Company will enter into one or more loan agreements with the Issuer under the terms of which the Company will obligate itself 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 the Company 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 and the Company), the Issuer and the Company 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 the Company's compliance with the terms and conditions of Issuer's Enabling Ordinance (Ordinance No. 1486 adopted October 13, 1981) and the approval of the Company'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. All commitments of the Issuer are further subject to compliance with applicable provisions of federal and state law, including those which may restrict the ability of the Issuer to issue the Bonds in the amount proposed. 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 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, the Company agrees that it will reimburse the Issuer for all reasonable and necessary direct out - of -pocket expenses which the Issuer may incur at the Company's 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 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 22nd day of May, 1984. (SEAL) ATTEST: Patricia S. Smith Village Cle (SEAL) ATTEST: Secretary VILLAGE OF ELK GROVE VILLAGE, ILLINOIS Charles J. Zettek President AAR CORP. -5- President