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HomeMy WebLinkAboutRes 28-91 08/04/1981 r-~ ~ i RESOLUTION NO. 28-81 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT WITH XYTEL CORPORATION HEREAS, the Village of Mount Prospect has heretofore, on July 17 979, pursuant to its Constitutional home rule powers, adopted rdinance No. 2925 authorizing the Village to issue industrial nd commercial development project revenue bonds for the purpose f, among other things, financing in whole or in part the cost of cquiring land and constructing and equipping industrial and o~~ercial buildings for use within the corporate limits of the - illage of Mount Prospect; and EREAS, the Xytel Corporation, an Illinois corporation with ffices presently located at 59 Eisenhower Lane South, Lombard, llinois, has determined to acquire land and construct and equip n industrial building within the corporate limits of the Village f Mount Prospect for the purpose of locating and operating the usiness of designing and assembling advance microcomputer-contro rocess systems for energy and environmental research; and HEREAS, the Xytel Corporation has requested that the Village of ount Prospect issue its industrial development revenue bonds in n amount not exceeding $2,000,000.00 for the purpose of obtain- "ng the necessary funds to allow the Corporation to acquire the ecessary land and construct and equip the necessary industrial uilding to locate and conduct its business; and HEREAS, the proposed location to be acquired by the Xytel orporation is presently zoned to permit the kind of industrial perations which the Corporation engages in, and such operations hot create noise or other adverse environmental conditions; and 0 EREAS, the proposed location of the Xytel Corporation will en- ance employment opportunities within the community, will increas he tax base of the community, will serve to attract similar esearch and development firms with little or no adverse environ- ental impact to locate within the cornùunity and will serve to nhance the reputation of the community in the Corporation's ealings with its domestic and foreign customers; and I EREAS, by reason of the matters hereinabove set forth, the resident and Board of Trustees of the Village of Mount Prospect ind and determine that the issuance of industrial development evenue bonds of the Village pursuant to said Ordinance 2925 woul, e for a public purpose and in furtherance of a matter which pert in 0 the government and affairs of the Village of Mount Prospect; a d HEREAS, a Memorandum of Agreement has been presented to the illage (as Issuer of such bonds) by the Xytel Corporation under he terms of which the Village agrees, subject to the provisions f such Agreement to issue its revenue bonds and to finance the cquisition, construction and equipping of such corporate facilit ; nd HEREAS, the President and Board of Trustees of the Village of ount Prospect find and determine that the execution of the emorandum of Agreement (a copy of which is attached hereto, abeled Exhibit A and made a part of this Resolution by reference ould be in the best interest of the Village: t . r-~\ NO~, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TR STEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY,' ILLINOIS, AS FOLLOWS: SE 'fTION ONE: The President and Board of Trustees of this Village fi d as facts the matters hereinabove set forth, and the Village _r sident is hereby authorized to execute, and the Village Clerk is hereby authorized to attest a Memorandum of Agreement with Xy el Corporation in substantially the form of such Agreement at ached hereto as Exhibit A and made a part hereof by this re ,Ierence. I SE ¡TION TWO: The officers and employees of this Village be, and th are hereby authorized to take such further action as is ne ¡essary to carry out the intent and purposes of the Memorandum of Ag eement when executed and, subject to the provisions of and the co liance with said Memorandum of Agreement, to prepare the ne essary documents and to issue not to exceed $2,000,000.00 of its industrial development revenue bonds upon the terms and CO~ditions stated in said Memorandum of Agreement for the purpose of defraying the cost of acquiring the necessary land and of co structing and equipping a building to carry out the business purp SE of the Xytel Corporation, and the same is hereby declared to be for a ublic purpose and to be a matter pertaining to the government and af airs of the Village of Mount Prospect. SE TION THREE: This Resolution shall be in full force and effect af er its passage and approval in the manner provided by law. 4th da y' ,0 f August , 1981. PA SED this Arthur, Farley, Floras, Miller, Murauskis, WattenJ:;¡erg this 4th. day of August , 1981. r!zt¿~ II ~/~ VILLAGff PRESIDENT AT EST: I I II L C"f f.'ŒMO RAN Dm'l OF AGREm1ENT THIS MEMORANDUM OF AGREEMENT, made and entered into this jDrH day ofS¡;;:-pr¡¿ I1ߣ!? , 1981, by and between THE VILLAGE OF HOUNT PROSPECT, a municipality in Cook County, Illinois (the "Issuer") and XYTEL CORPORATION, an Illinois corporation (th~ "Corporation"). WIT N ES SET H: ---------- 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 municipality and to provide for the increased welfare and prosperity of the residents of the municipality; and WHEREAS, pursuant to said Ordinance the Issuer is willing to issue its economic development revenue bonds, in accordance \vi.th 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 land and of con~tructing and equiping an industrial building (said land acquisition, building construction and equipment to be hereinafter referred to as the "Project") to be located on a site within the corporate limits of the Issuer, in an area commonly known as Rauenhorst Industrial Develormen't Area and Page One ~. legally described as follows: Lot 206 and the North 24 feet of Lot 311 in Kens,ington Center Phase Three A, being a subdivision and re-sub- division in part of the Northwest Quarter and the Northeast Quarter of Section 35, Township 42 North, Range 11 East of the third Principal Meridian in Cook County, Illinois. Pursuant to a Loan Agreement to be entered into between the Issuer and the Corporation and subject to the conditions set forth below: and WHEREAS, the Corporation wishes to locate the Project within the territorial limits of the Issuer and wishes 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: NŒi, THEREFORE, in consideration of the premises 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 development revenue bonds (the I'Bonds 11) in a principal amount not to exceed $2,000,000.00 and apply the proceeds therefrom to finance the cost of the Project, provided 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 will comply' with the provisions of the Ordinance and which will provide for loan re- payments by the Corporation sufficient to pay to tæ'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. Page Two ~\, (b) There shall have been entered into by Surjit S. Randhava and Sarabjit S. Randhava a written, personal and unconditional guarantee 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 portion of said Bonds sha~l be outstanding, together with aJ,.l costs and expenses incurred in the collection thereof, which guarantee 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, the pay- ment 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 collection thereof, which mortgage document 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 Registrar of Torrens Titles in the amount of $2,000,000.00 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 encumbrances which would 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 such UCC security statements covering the equipment which comprises part of the Project covering any beneficial interest of the Corporation or its principals in or to the land, building and equipment comprising the Project, as may be deemed necessary by the Issuer, the bond holders or their nominees; and Page Three ~\ , ; (f) ~he Corporation shall furnish the Issuer with a written opinion of a bonding counsel as to the validity of the power, authority and actions of the Issuer regarding the issuance and sale of the Bonds, the exemption of interest paid on said Bonds from Federal income taxation, and the compliance by Issuer with all Federal, state and Local laws pertaining to the 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 încurred 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 th~ 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 Corporation shall furnish Issuer 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 Memorandum of Agreement and all documentation 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 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 the land acquisition, con- struction and equiping of the Project, as aforesaid, Page Four ~ 0, and the payment by the Corporation or its designee to or on behalf of the Issuer of sums sufficient to pay the principal and interest and redemption premium, if any, on the Bonds as and when the same become due and payable. The Corporation represents and agrees: 1. That the Project will result in increased employment and will increase the economic development within the municipality. 2. That it will use all reasonable efforts to find purchasers for the Bonds. 3. That if the proposed Bonds (including the rate of interest thereon) of the Issuer are satisfactory to the Corporation, that it will, upon delivery of the Bonds, enter into an Agreement with th~ Issuer upon terms which will be sufficient t:o enable the Corporation to pay the 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 interest and redemption premium, if any, on the Bonds, as and when the same shall be due and payable. C~' 4. That it will accomplish the undertétkings set forth in Section A lea) through (j) hereof prior to the issuance and delivery of any such Bonds by the Issuer. C. 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 the date hereof (or such other date as shall be mutually satis- factory to the Issuer and the Corporation), the Issuer and the Corporation shall have agreed to mutually acceptable terms 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 condition 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 any extension thereof and the Bonds in the amoull,t of approximately the amount stated above are not soldv¡ithin such time, the Corporation agreeS that it will reimburse the Issuer for all reasonable and necessary, direct out-of-pocket expenses which the Issuer may incur at the Corporation's request or as a result of or arising out of the execution of this Agreement pursuant to the adoption of a Resolution authorizing the Page Five . . r~"\ , same, including as such expenses, but not limi ted thereto, the paymen't of attorney and other consultant fees arising from the preparation and excution of this Agreement and the Issuer's performance of itsob~igations hereunder; and this Agreement shall'thereupon be terminated. 3. The 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 Issuer to pay 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 failure of consummation of the financing, and no remedy, whether legal or equitable, shall be instituted hereund~r or under any other Agreement relating thereto. 5. This Agreement shall inure to the benef~t 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 IDÍI/ day of S'Øí£?f8~, 1981. VILLAGE OF MOUNT PROSPECT, ILLINOIS :::J~H~ VillageClerJ< XYTEL CORPORATION I3Y~~~~. ",' ]?re!:)ien~.. '. S EtG£ \2.A-N D ~ ^ ~ BY". .' :' . ,'-- ecretary-~urer (flvì tftl" 17 ~~':(1VA Page Six