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HomeMy WebLinkAboutRESOLUTION - 71-84 - 10/9/1984 - AGMT/COLLINS CO/REVENUE BONDS RESOLUTION NO. 71-84 A RESOLUTION AUTHORIZING THE EXECUTION AND DELIV- ERY 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 PROVI- SIONS OF ORDINANCE NUMBER 1486. WHEREAS, the Village of Elk Grove Village, Illinois (hereinafter called the "Village'l 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 the construction of offices and showrooms in, and renovation of offices and showrooms in, an existing building and acquisition and installation of equipment therein, 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 $1,500,000 of its revenue bonds to be issued upon the terms and conditions stated in such Memorandum of Agreement, which Memorandum of Agree- ment 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 shall be in immediate effect from and after its passage and approval according to law. PASSED this 9th day of October, 1984 APPROVED this 9th day of October, 1984 Charles J. Zettek Village President ATTEST: Ilafern Snick Acting Village Clerk -2- MEMORANDUM OF AGREEMENT TIIIS MEMORANDUM OF AGREEMENT (the "Agreement") is by and between 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 following: (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 empowering 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 employment and to encourage economic development within the Village. (b) The Company proposes to commence construction of offices and show- rooms in, and renovation of offices and showrooms in, an existing building and acquisition and installation of equipment therein, to be owned and used by the Company as an office, showroom and distribution facility (the "Project") and to be located in the Village of Elk Grove Village, Illinois. The Company 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 $1,500,000 (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 Ordinance 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. M 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 satisfactory to the Village and the Company; provided however, that any 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 instruments 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 sufficient 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 proceedings as may be required to implement its aforesaid undertakings or as it may deem appropri- ate 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 December 31, 1984 (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, Chapmgn and Cutler, 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 -2- 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 9th day of October, 1984. VILLAGE OF ELK GROVE VILLAGE, ILLINOIS By Charles J. Zettek President (Seal) Attest: llafern Snick Acting Village Clerk COLLINS CO., LTD. By (SEAL) Its Attest: Its -3-