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HomeMy WebLinkAboutRes 15-77 04/26/1977 .~, ~.. RESOLUTION NO. 1 5 - 7 7 A RESOLUTION DIRECTING AND AUTHORIZING THE EXECUTION OF A jVIEMORANDUM OF AGREElVlENT PROVIDING FOR ISSUANCE OF REVENUE BONDS :FINANCING SENIOR CITIZENS HOUSING .1 WHEREAS. Dell Corporation. an Illinois corporation (the "Sponsor'!) wishes to finance the development of Centennial House. a residential housing facility for the elderly v hie will be owned by an Illinois Land 'l'rust for the benefit of an Illinois Limited Partner hi of which Dell Corporation shall be the general partner (the IIPartnership") . I WHEREAS. the Sponsor wishes to have the Village of Mount Prospect. Illinois (the I "IssueI'll) issue its revenue bonds to provide such housing facilities; 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 facilities; I' NOW. THEREFORE. BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES 0 I THE VILLAGE OF MOUNT PROSPECT. COOK COUNTY. ILLINOIS: ~:ECTION ONE: That the construction and financing of the Centennial House within thE Village limits of the Issuer as provided in the Memorandum of Agreement. attached J er, and hereby made a part hereof as Exhibit "A", is declared to be a public purpose m d t matter pertaining to the government and affairs of the Issuer. " SECTION TWO: That the Mayor of the Issuer (is hereby authorized to execute and the Village Clerk is hereby authorized to attest the Memorandum of Agreement (Exhibit ~) I with the Sponsor in substantially the form presented to this meeting. SECTION THREE: That the officers and employees of the Issuer are hereby author zec to take such further action as is necessary to carry out the intent and purposes of t1 e aforesaid Memorandum of Agreement as executed and to provide for revenue bonds . n an amount not to exceed $3.500,000 to be issued upon the terms and conditions stat~d in said Memorandum of Agreement with respect to the facilities described in the l\1erpo- randum of Agreement. I SECTION FOUR: That this Resolution shall be in full force and effect from and aftJr its passage and approval in the manner provided by law. I AYES: 6 NAYS: 0 PASSED this ~6 t h day of April , 1977. APPROVED this 26 t h day of I I II ATTEST: I a~& vJ~ ~-~ VillagE: Clerk tI' Ap r i 1 , 1977. ~gj" ~.~. 7'.' " ;/~ .....' ~7 , -, ~_~."..-""'''' ,4' "~ ,....,G-€::.-"" 2?c._' lVI8.yor . ,.,. ~. ~ .~ MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the VILLAGE OF MOUNT PROSPECT, a municipal Corporation of the County of Cook and State of Illinois (hereinafter referred to as the "Issuer"), and DELL CORPORATION, an Illinois Corporation (hereinafter referred to as the "Sponsor") " 1. Preliminary Statement" Among the matters of mutual inducement which have resulted in this Agreement are the following: (a) That the ISSUER is authorized pursuant to its Home Rule powers to issue its revenue bonds to finance certain facilities. (b) That within the ISSUER'S Village limits there exists a shortage of decent, safe, and sanitary housing wbich l~w-income. elderly persons can afford and which shortage constitutes a menace to the public health, safety, morals, and welfare of the VILLAGE OF MOUNT PROSPECT" (c) That the SPONSOR has obtained an approval from the Department of Housing and Urban Development ("I-IUD") of its preliminary proposal pursuant to Section 8 of the United States Housing" Act of 1937. as amended by the Housing and Community Development Act of 1974 with respect to 101 units in Centennial House. a new residential housing facility which the SPONSOR proposes to construct upon a parcel of land within the ISSUER'S Village limits (said real estate and all buildings and improvements constructed or to be constructed thereon to be herein- after called the "Project")" (d) That the SPONSOR has requested the ISSUER to finance the acquisition and construction of the PROJECT by issuing its revenue bonds as herein II. A 'I .- -~ ~, described. (e) That the PROJECT will increase the supply of decent. safe, and sanitary housing within the ISSUER IS Village limits and will provide other benefits. for the IS SUER. (f) That the revenue bonds of the ISSUER shall be limited obligations of the ISSUER. No holder of any such bonds shall have the right to compel any exercise of the taxing power of the ISSUER, or of the State of Illinois. or any political subdivision of the State of Illinois; and such bonds shall not constitute an indebtednes1: or loan of credit of the ISSUER, the State of Illinois. or any political subdivision of . the State of Illinois. (g) That the proceeds of the bonds will be used to pay for the costs of issuing the Bonds and to make a mortgage loan to the Partnership for the purpose of -., constructing and equipping the' PROJECT. . The mortgage loan will be evidenced by a note and secured by a first mortgage lien and security agreement covering the PROJECT and a pledge and assignment of the Section 8 Contract as hereinafter 4efined. The bonds will be payable from the proceeds of the payments on the note and will be secured by an assignment of the note, mortgage. and the Section 8 Contract and all payments thereunder to a corporate trustee under the indenture of trust. (h) That the ISSUER finds that construction of the PROJECT and the financing thereof as herein described is a public purpose and a matter pertaining to its local government affairs. Subj ect to due compliance with all requirements of law. -2':' " ? ,~ ~ the ISSUER by virtue of such authority as may now or hereafter be conferred, and subject to receipt of adequate assurance from the SPONSOR that there are one or . more purchasers for the bonds. the ISSUER will issue and sell its revenue bonds in an amount not exceeding $3.500,000 to pay costs of the PROJECT and costs related to t1 issuance of the bonds. 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 revenue bonds pursuant to its lawful and constitutional authority in order to pay for the costs of is.,suance of the bonds and to make the mortgage loan. (b) That it will authorize the issuance and sale of revenue bonds only upon its review and approval of all documents related to this financing. , . 3. Undertakings on the Part of the SPONSOR" Subject to the conditions above stated, the SPONSOR agrees as follows: . (a) The SPONSOR shall use all reasonable efforts to: (i) Obtain approval from HUn for the proposed PROJECT and enter into the Agreement to Enter into the Housing Assistance Payments Contract (the "Section 8 Agreement") . (ii) Find one or more purchasers for the bonds. (b) That contemporaneously with the delivery of the bonds and the delivery of a fully executed counterpart to the Section 8 Agreement with respect to no less than 100 of the units, the SPONSOR, acting in the capacity of general partner for a limited Partnership, shall enter into a mortgage loan agreement and such -3- .~ ~, ~ ,~, other instruments with the ISSUER _ under the terms of which the SPONSOR shall obligate itself to: (i) Complete construction of the PROJECT in accordance with all requirements of HUn and the Section 8 Agreement; (ii) Obtain final approval of all of the units in the completed PROJECT by HUn and with respect to all such units but one enter into a Housing Assistance Payments Contract (the "Section 8 Contract") with HUn; or (iii) Pay to or on behalf of 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 by reason of the failure of the Owner to complete construction of the PROJECT or obtain the required approval by HUD within the time provided. , 4. General Provisions. (a) All commitments of the ISSUER under paragraph 2 hereof and of the Partnership under paragraph 3 hereof are subj ect to the conditions that on or before 360 days from the date hereof (or such other date as shall be mutually satisfactory to the ISSUER and the SPONSOR) _ the ISSUER and the SPONSOR shall have agreed to mutually acceptable terms and conditions of the mortgage loan agree- ment referred to in paragraph 3 and of the note and mortgage. the bonds and other instruments or proceedings relating to the bonds. (b) 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 as herein- above contemplated are not sold within such time, the SPONSOR agrees that it will -4- 41- ". tit ~ .~ reimburse the ISSUER for all reasonable and necessary direct out-of-pocket expenses which the ISSUER may incur at the SPONSOR'S request or 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 to the day of 1977 " VILLAGE OF MOUNT PROSPECT, a municipal corporation of the County of Cook; State of Illinois A TTES T: By Robert D. Teichert, Village President Village Clerk DELL CORPORATION; an Illinois Corporation By President ATTEST: -5-