HomeMy WebLinkAboutRESOLUTION - 72-84 - 10/9/1984 - MEMORANDUM OF AGREEMENT RESOLUTION NO. 72-84
A RESOLUTION AUTHORIZING THE EXECUTION
OF A MEMORANDUM OF AGREEMENT (NERGE
CENTER PROJECT)
WHEREAS, Nerge Center, an Illinois limited partnership
(the "Borrower" ) wishes to finance the acquisition of a site for
and construction and equipping of an approximately 14, 000 square
foot shopping center to be located 100 feet north of the intersection
of Nerge and Devon on the east side in Elk Grove Village, Illinois
and wishes to have the Village of Elk Grove Village, Illinois (the
"Issuer" ) issue its revenue bonds to finance such acquisition,
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 acquisition, construction 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 Borrower
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 $500, 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, constructing 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 9th day of October 1984.
AYES: 6
NAYS : 0
ABSENT: 0
APPROVED this 9th day of October 1984.
Charles J. Zettek
President
ATTEST:
Ilafern Snick
Acting Village Clerk
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STATE OF ILLINOIS )
SS
COUNTY OF Cook )
I , the undersigned, do hereby certify that I am the duly
Acting
qualified and appointedAClerk of the Village of Elk Grove Village,
Acting
in the County and State aforesaid; and as suchAClerk, 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. 72-84
A RESOLUTION AUTHORIZING THE EXECUTION OF A
MEMORANDUM OF AGREEMENT (MERGE CENTER PROJECT) .
Passed & Approved: October 9 , 1984
as adopted by the Board of Trustees of the Village of Elk Grove
Village at a legally convened meeting in the Village of Elk 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 October 9 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 descrip-
tion 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 Trustees
concerning the not to exceed $500, 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 DuPage Counties, Illinois this 9th day of
October 1984.
Ilafern Snick
Acting Vi . age Clerk
(VILLAGE SEAL)
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MEMORANDUM OF AGREEMENT
THIS MEMORANDUM OF AGREEMENT is between the Village of
Elk Grove Village, Illinois (the "Issuer" ) and Nerge Center, an
Illinois limited partnership (the "Borrower" ) .
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 13, 1981 , as
supplemented and amended (the "Ordinance" ) to issue economic
development 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 a loan agreement with the
Borrower or a land trust to be formed with the Borrower to be the
beneficiary pursuant to which the proceeds of such revenue bonds
may be loaned to the Borrower or the land trust to finance the
costs of the acquisition, construction and equipping of such
project.
(b) The Borrower 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 it or a land trust to be
formed with the Borrower to be the beneficiary to finance the
costs of acquiring a site for and construction and equipping of an
approximately 14,000 square foot shopping center to be located on
land approximately 100 feet north of the intersection of Nerge and
Devon on the east side within the territorial boundaries of the
Issuer (the "Project" ) .
(c) 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 an amount not to exceed $500, 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 Borrower,
adopt, or cause to be adopted, such proceedings 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 a loan agreement whereby the Borrower or the land
trust 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 Borrower.
Subject to the conditions above stated, the Borrower 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, it or the land trust, will enter into a loan agreement with
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the Issuer under the terms of which the Borrower or the land trust
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.
4. General Provisions .
(a) All commitments. of the Issuer under Paragraph 2
hereof and of the Borrower or his designee 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 Borrower) , the Issuer and the
Borrower shall have agreed to mutually acceptable terms and conditions
of the loan agreement and of the Bonds and other instruments or
proceedings relating to the Bonds. All Commitments of the Issuer
are further subject to Borrower' s compliance with the terms and
conditions of Issuer' s Enabling Ordinance (Ordinance No. 1486
adopted October 13, 1981 ) and the approval of Borrower' 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 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 Borrower agrees
that it will reimburse the Issuer for all reasonable and necessary
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direct out-of-pocket expenses which the Issuer may incur at the
Borrower' 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 9th day of October 1984.
VILLAGE OF ELK GROVE VILLAGE, ILLINOIS
Charles S. Zettek
President
(SEAL)
ATTEST:
Ilafern Snick
Acting Village Clerk
NERGE CENTER
By
Its General Partner
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