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HomeMy WebLinkAboutRes 33-81 09/01/1981 v/ t ' RESOLUTION NO. 33-81 j l A RESOLUTION AUTHORIZING THE EXECUTION OF A ÞlliMORANDUM OF AGREEMENT WITH CUMMINS-ALLISON CORP. WHEREAS, the Village of Mount Prospect has heretofore, oil July 17, 1979, pursuant to its Constitutional home rule powers, adopted Ordinance No. 2925 authorizing the Village to issue'TridÛstrial and commerical development project revenue bonds for the purpose of, among other things, financing in whole or in part the cost of acquiring land and construction and equipping industrial and commercial buildings for use within the corporate limits of the Village of Mount Prospect; and WHEREAS, Cummins-Allison Corp., an Indiana corporation with offices presently located at 800 Waukegan Road, Glenview, Illinois, has determined to acquire land and construct and equip an industrial building within the corporate limits of the Village of Mount Prospect for the purpose of locating and operating the business of production and distribution of office products and equipment ser- vicing the banking and financial industry; and WHEREAS, Cummins-Allison Corp. has requested that the Village of Mount Prospect issue its industrial development revenue bonds in an amount not exceeding $3,500,000.00 for the purpose of obtain- ing the necessary funds to allow the Corporation to acquire the necessary land and construct and equip the necessary industrial building to locate and conduct its business; and WHEREAS, the proposed location to be acquired by Cummins-Allison Corp. is presently zoned to permit the kind,of industrialbperations which the Corporation engages in, and such ope'rations do not create noise or other adverse enviornmental conditions; and i'lHEREAS, the proposed location of Cummins-Allison Corp. will enhance emplo~ent opportunities within the community, will increase the tax base of the community, wJll serve to attract similar research and development firms with little or no adverse enviornmental impact to locate within the community and will serve to enhance the reputation of the community in the Corporation's dealings with its customers; and WHEREAS, by reason of the matters hereinabove set forth, the President and Board of Trustees of the Village of Mount Prospect find and determine that the issuance of industrial development revenue bonds of the Village pursuant to said Ordinance 2925 would be for a public purpose and in furtherahce of a matter which pertains to the government and affairs of the Village of Mount Prospect; and WHEREAS, a Memorandum of Agree~ent has been presented to the Village (as Issuer of such bonds) by Cunmins-Allison Corp. under the terms of which the Village agrees, subject to th~ provisions of such Agreement to issue its revenue bonds and to finance the acquisition, construction and equipping of such corporate faciltiy; and WHEREAS, the President and Board of Trustees of the Village of Mount Prospect find and determine that the execution of the Memorandum of Agreement (a copy of which is attached hereto, labled Exhibit A and made a part of this Resolution by reference) would be in the best interest of the Village: ~; t ' NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDE~T AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION ONE: The President and Board of Trustees of this Village find as facts the matters hereinabove set forth, and the Village President is hereby authorized to execute, and the Village Clerk is hereby authorized to attest a Memorandum of Agreement with Cummins-Allison Corp. in substantially the form of such Agreement attached hereto as Exhibit A and made a part hereof by this reference. SECTION TWO: The officers and employees of this village be, and they are hereby authorized to take such further action as is necessary to carry out the intent and purposes of.the Memorandum of Agreement when executed and, subject to the provisions of and the compliance with said Memorandum of Agreement, to prepare the necessary documents and to issue not to exceed $3,500,000.00 of its industrial development revenue bonds upon the terms and conditions stated in said Memorandum of Agreement for the purpose of defraying the cost of acquiring the necessary land and of constructing and equipping a building to carry out the business purposes of the Cummins-Allison Corp., and the same is hereby declared to be for a public purpose and to be a matter pertaining to the government and affairs of the village of Mount Prospect. SECTION THREE: This Resolution shall be in full force and effect after its passage and approval in the manner provided by law. PASSED this 1st. day of September , 1981 AYES: Arthur, Farley, Floros, Murauskis, ~vattenberg NAYS: None ABSENT: Miller APPROVED this 1st. day of September , 1981. ~, )I )j~ VILL GE PRESIDENT ATTEST: J~Y~ VILLAGE CLERK Published in pamphlet form as of 9/3/81 . . ~ . . .. ,". '" . , ., ~ , ,', '~.',' ' ','," " ' ..",~,:,::._." ",.,"."",~,..,:"",:, ./ , HEl'10RANDUN OF AGREEr1ENT .TI-IIS HEHORANDUH OF AGREENENT, made and entered into this /ð+h day of September, ,1981, by and between THE VILLAGE OF HOUNT PROSPECT, a municipality in Cook County; Illinois (the "Issuer") and CUMMINS-ALLISON CORP., an Indiana corporation (the "Corporation"). WITNESSETH: ---------- WHEREAS, the Issuer is authorized under its home rule powers as set forth in the 1970 Consititution of the State of Illinois, Article VII, Section 6, and the provisions of Ordinance No. 2925, adopted by Issuer on July 17,1979 as from time to time 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 acquisition, purchase, construction, reconstruction, improvement,equiping, betterment or extension of any economic development project in order to relieve conditions of unemployment, and to encourage the economic development of the municip~lity and to provide for the increased welfare and prosperity of the residents of the municipality; and ~mEREAS, pursuant to said Ordinance the Issuer is willing to issue its economic development revenue bonds, in accordance with the provisions of the Ordinance, and to make the bond proceeds available to the Corporation or its designee, to finance the cost of acquiring the necessary lahd and of constructing and equiping an industrial building (said land acquisition, building construction and equipment to be hereinafter referred to as the I'project") to be located on a site within the corporate limits of the,Issuer, in an area commonly known as Raucnhorst IIldnstrial.Development Area and l'¿HW Onc' - .......-......,..,..,--,.---,....................."........---..'.........."....-... , " r-'\ 0\ , , .', .' '. legally described as set forth in Schedule A attached hereto and made a part hereof. pursuant to a Lean Agreement to be entered into bet\-leen the Issuer and the Corpo~a~ion and subject to thc conditions set forth below; and WHEREAS, the Corporation wishes to locate the Project within the territorial limits of the Issuer and wishe~ to obtain satisfactory assurance from the Issuer that the proceeds of the - sale of the Issuer's revenue bonds would be made available to the corporation or its designee to finance the cost of the Project; NŒ'l, THEREFORE, in consideration of the pre!!tises and of the mutual undertakings herein expressed, the parties hereto recognize and agree as follows: A. The Issuer represents and agrees: 1. That the Issuer will, subject in all respects to the conditions contained herein, to the provisions and require- ments of the Ordinance and of all applicable laws and to the sale of the bonds and terms satisfactory to the Issuer in its sole judgment reasonably exercised, authorize, issue, sell and deliver its economic develoþccnt revenue bonds (the I1BondsU) in a principal amount not to exceed $3,500,000.00 and apply the proceeds therefro~ to financc the cost of the Project, provjded that prior to the issuance and delivery of such Bonds: (a) There shall have been entered into between the Issuer and the Corporation a Loan Agreement which ~ill comply with the provisions of the Ordinance and which will provide for loan re- paYments by the Cor~oration sufficient to pay the principal of and interest on such Bonds as and when the same become due, and which will otherwise contain terms and conditions sat- isfactory to the Issuer and its counsel. (b) There shall have been entered into by Cummins-American Corp., the parent of the Corporation, a written, per- sonal and unconditional guarantee, and/or letters of credit shall have been issued by one or more national Pit r¡ (' '1'\'I() -,-'---'----" ,- ' " . . , . n " banking associations, guaranteeing to the Issuer and the bond holders, or a nominee thereof, the payment of principal and interest on the Bonds so long as they or any por- tion of said Bonds shall be outstand- ing, together with all costs and expenses incurred in the collection thereof, which guarnatee shall be satisfactory in form and substance to the Issuer and its counsel~ and (c) There shall have been entered into by the Corporation, or its nominee or nominees holding title to the said described real estate a first mortgage lien on the real estate and building comprising the Project, securing to the Issuer and the bond holders or their nominee, and the issuers of the letters of credit, if any, the payment of said Bonds and the principal and interest thereon as the same shall be so long as such Bonds or any part thereof shall be outstanding, together with all costs and expenses incurred in the collec- tion thereof, which mortgage docu- ment shall contain terms and conditions satisfactory to the Issuer and its counsel~ and ( d) The Corporation shall furnish to Issuer an ALTA form of Lender's Title Insurance issued by the Chicago Title Insurance Company or, in the case of land regis- tration, a Mortgagees Duplicate Certificate of Title issued by the Regis-trar of Torrens Titles ir the amotmt of $3,000,000.00 insuring or otherwise certifying to the registration of the said mortgage upon the land and building comprising the Project to be free from mechanic liens, other mortgages or security interests, judgments or tax liens other than general taxes for the current year, and from any other claims or encuwbrances which ~ould adversely affect the said mortgage and subject only to easements, covenants, restric- tions, and in building setback lines of record; and (e) The Corporation shall execute and furnish to Issuer and bond holders or their nominees and the issuers of the letters of credit, if any, such UCC security statements cover- ing the equipment which comprises part of the Project covering any beneficial interest of the Corpora- tion or its principals in or to the land, building and equipment compris- ing the Project, as may be deemed necessary by the Issuer, the bond holders or their nominees; and p¿¡({C r!'hn~C' , . ~ ~ 1 ., . ¿ (f) The Corpot"ation shilll furnish thc Issuer with a ""Litten opinion of a bond ing coun~;c 1 a~ to the va 1 icl i ty of the power, ùuthority and actions of the Issuer rcgardin~1 the issuance and salc of the Bonds, the excI:lption of interest paid on said Bonds from Federal income taxation, and the compliance by Issuer with all Federal, State and Local laws pertaining to th~ subject bond issue, which opinion shall be satisfactory in form and content to the Issuer and its counsel; and (g) The Corporation shall furnish Issuer with a written opinion of the Corporation's - counsel that the Loan Agreement, Mortgage, personal guarantee and other documents executed by the Corporation are valid and legally enforceable obligations of the Corporation duly authorized by proper corporate action, and, with respect to personal guarantee, that such is a legally binding and enforceable obligation of the persons executing the same; and (h) The Corporation shall have paid any and all costs, fees and expenses charged or incurred by the Issuer and its counsel in connection with the Project, the review, processing and preparation of the pertinent documents required for the issuance of the Bonds herein, and the financing of the Corporation's Project, including costs and expenses of attorneys' fees, financial consultants' fees for opinions of counsel, and any or all other costs and expenses of the Issuer incurred in connection with the Project and the issuance of Bonds to finance the same; and (i) The CoIporation shall furnish I~suer with a fire and extended coverage insurance policy insuring the Project and the Issuer's mortgage interest therein during the entire period when Bonds are outstanding; and (j) 'The Corporation shall further furnish the Issuer with such audits or other financial data of the Corporation certified to by a certified public accountant, as may be required by the Issuer, and the Corporation shall furnish all other documentation which may be required pursuant to this Hemorandum of Agreement and all doculT'.enta tion relating to the issuance and sale of the Bonds as may, be required by the bond holders or bond counsel. 2. That the Issuer will, at the proper time and subject in all respects to the prior advice, consent and approval of the Corporation, and in response to the completion, by the Corporation of the undertakings so specified for it in this Agreement, adopt, or cause to be adoptcd, such proceedings and authorize the execution of such documents dS may be necessary and advisable for. the authorization, issuance, and sa lc of the Bonc:s a nc.1 the ltmð acg ui ~;i Lion, con'- sLrl1ction él!H1 cCJtlip.Ln~¡ of Lhc Projc'ct, él.S aforesaid, p( (r(~ Fou t' -....--..""""""'-" ..,..,..-"" ,.............'-"'-""-'" ..,_....- .........-..,........."'.."........"..-.... ..-.....,........,........"", . .- i' .. . , ,n~ and the p~yment by the CorporJtion or its designee to or ('n behalf of the I~;sue!" of sums sufficient to pay the principal and interest and redemption premium, if any, on the Bon<Ì.s as and ",hen the samc become due and payable. The Corporation represents and agrees: 1. 2. 3. ... C. That the Project will result in inc~eased emplo~nent and will increase the economic development within the municipality. ' Th~t it will use all reasonable efforts to find pur~hasers for the Bonds. 'I'hat if the proposed Bonds' (including the rate of interest thereon) of the Issuer are satisfac~ory to the Corporation, that it will, upon delivery, of the Bonds, enter into an Agreement 'with the Issuer upon terms which ,,¡ill be sufficient to enable the Corporation to pay thc costs of the Project as evidenced by the Bonds to be issued for the account of the project, whereby the Corporation will obligate itself to pay to the Issuer sums sufficient in the aggregate to pay the principal and interes,t and redemption premium, if any, on the Bonds, as and when the same shall be due and payable. 4. That it will accomplish the undertakings set forth in Section A l(a) through (j) hereof prior to the issuance and delivery of any such Bonds by the Issuer. It is further generally provided, recognized and agreed between the Issuer and the Corporation as follows: 1. That all commitments of the Issuer under Section 1 hereof and of the Corporation under Section 2 hereof are subject to the condition that on or before 365 days from thc date hereof (or such other date as shall be mutually satis- factory to the Issuer and the Cor?oration), the Issuer and the Corporation shall have agreed to mutually acceptable ter~s and conditions of the Loan Agreement and of the Bonds and the other documents or proceedings provided for herein or otherwise relating to the Bonds. The decision not to approve or agree to any term or conðition of any document or not to take any action prior to issuance of Bonds shall rest solely within the complete discretion of the parties to this Agreement. 2. If the events described above in paragraph 1 of this Section do not take place within the time set forth or ~ny exten~ion thereof and the Bonds in the amount of approximately the amount stated above are not sold vlithin such time, the Corporation agrees that it will reimburse the Issuer for all reasonable and necessary, direct out-of-pocket expenses ",'filch the Issuer may incur at the Corporation's request or ù~ a r('~;ttl,L of or ari~;ing out of the P}:cc\ltion of thi~; l\~Jrc('l'1cPr. pllrsllò.nt to thQ adoption of a Ec:c;olulion éluthori7inq t,he ì'<I~I" I,'i,v<' , , . ,. ,. r'\ " n -"" same, incl uding as such expenses', but not limited thereto, the p<1yment of attorney and other consultant fees arising from the prep<1ration and excution of this Agreement and thc Issuer's performance of its obligations hereunder; and this Agreement shall thereupon be terminated. 3. Thc Bonds to be issued by the Issuer shall never constitute an indebtedness of the Issuer or a loan of credit thereof within the meaning of any constitutional or statutory provisions, and such facts shall be plainly stated on the face of each of said Bonds. No holder of any of said Bonds shall ever have the right to compel any exercise of the taxing power of the I~suer to p<1y said Bonds or the interest thereon. 4. If for any reason the Bonds are not issued, the Issuer shall in no way be liable in damages or otherwise, to any party for such failu1:'e of consUffi.IT'.ation of the financiny, and no remedy, whether lcgal or equitable, shall be instituted hereunder or under any other Agreement relating thereto. 5. This Agreement shall inure to the benefit of the Issuer and the Corporation, and this Agreement may not be assigned or otherwise transferred by the Corporation. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement and have executed and attested the same by their officers thereunto duly authorized, and have affixed the official seal as of the Jð+k day of September, 1981. , ' "'/- ' '/~ '/ -:::-- VILLAGE OF MOUNT PROSPECT, ILLINOIS BY Gc4 j/ J4~ Vil!agÈj' President ATTEST: By1~ß- ~ vi llage Clerk:-- " BY '" ""~~ jJ ~--- sc~retUY-1'rc¿. 5\;iër- U ATTEST: //J CUMMINS-ALLISON CORP. ", J'd<j(' ;;i>< " -~ n , ..mULE A -'""'" .. . , .. '" .. ...- n Description of plot of Lot 310 - Kensington Center Phase II~A Plot of Lot 310 in Kensington Center Phase II~A, being a subdivision of re-subdivision in part of the Northwest quarter and Northeast quarter of North 35, Township 42 North, Range 11 East of the third principal meridian of the plot thereof recorded May 4, 1981 as Dqcument NO. 35859082 in the office of the Recorder of Deed in Cook County, Illinois described as follows: Beginning at the Southwest corner of said Lot 310; thence North 0 degrees, 3 miles, 14 seconds East along the West line of said Lot 310, a distance of 263.22 feet; thence North 64 degrees, 10 minutes, East a distance of 672.32 feet to a point in the Northeasterly curved line of said Lot 310 which is an arc distance of 186.27 feet Southeasterly of the Northeast corner of said Lot as measured along said curved Northeasterly line; thence Southeasterly along said curved line, an arc distance of 175 feet, the cord of said lot bearing South 45 degrees, 32 minutes, 23 seconds East a distance of 174.24 feet; thence South 43 degrees, 18 minutes, 25 seconds West, a distance of 189.17 feet; thence "South" (assuming they mean 180 degrees) a distance of 300 feet to the South line of said Lot 310 i thence North 89 degrees, 39 minutes, 56 seconds West along the South line of said Lot 310, a distance of 600 feet to the point of beginnipg. Contains 6.0231 acres.