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
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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.
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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)
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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
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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.
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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.
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President