Loading...
HomeMy WebLinkAboutRes 46-85 09/17/1985 0932T RESOLUTION NO. 46-85 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT WITH NORTHWEST PARTNERS AND CALLING A PUBLIC HEARING ON A PROPOSED PROJECT WHEREAS. the Village of Mount Prospect has heretofore. on July 17. 1979. pursuant to its Constitutional home rule powers. adopted Ordinance No. 2925 authorizing the Village to issue industrial and commercial development project revenue bonds for the purpose of. among other things. financing in whole or in part the cost of acquiring land and constructing and equipping industrial and commer~ial buildings for use within the corporate limits of the Village of Mount Prospect; and WHEREAS. Northwest Partners. an Illinois partnership (the Partnership) with offices presently located 1190 South Elmhurst Road in the Village has determineq to acquire land and construct and equip a one-story office complex at the Southwest corner of Algonquin Road and Route 83 Drive within the corporate limits of the Village of Mount Prospect. for use as an of {ice facility (the Project); and WHEREAS. the Corporation has requested that the Village of Mount Prospect issue its industrial development revenue bonds in an amount not exceeding $5.500.000 for the purpose of obtaining the necessary funds to allow- the Partnership to acquire. construct and equip the Project; and WHEREAS. part of the site of the proposed Project is presently zoned to permit the kind of commercial use which the Partnership engages in. and such use does not create noise or other adverse environmental conditions; and WHEREAS. the proposed Project will enhance employment opportunities within the community. will increase the tax base of the community. will serve to attract similar, office uses with little or no adverse environmental impact to locate within the community and will serve to enhance the reputation of the community; 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 Z925 would be for a public purpose and in furtherance of a matter which pertains to the government and affairs of the Village of Mount Prospect; and ~ WHEREAS. a Memorandum of Agreement has been presented to the village (as Issuer of such bonds) by the Partnership under the terms of which the Village agrees. subject to the provisions of such Agreement. to issue its revenue bonds and to finance the acquisition. construction and equipping of the Project; 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. labeled Exhibit A and made a part of this Resolution by reference) would be in the best inte:~st of the Village; and WHEREAS. Section 103(k) of the Internal Revnue Code of 1954. as amended. provides that. in order for the interest on any such bonds to be exempt from Federal income taxation. the Village must first call and hold a public hearing on the proposal to undertake and finance the Project and to issue the bonds: -" NOW. THEREFORE. BE IT RESOLVED BY THE PRESIDENT 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 the Partnership in substantially the form of such Agreement attached hereto as Exhibit A and made'a part hereof by this reference. SECTION TWO: A public hearing on the proposal of the Partnership that the Village issue its industrial development revenue bonds. in a principal amount of not to exceed $5.500.000. in order to finance the costs of the Project is hereby called and shall be held on the 15th day of October. 1985. at 8:00 o'clock P.M.. at the Public Safety Building. Second Floor. 118 Northwest Highway in the Village. The said Clerk shall cause notice of the public hearing to be published in The DailY Herald. the official newspaper of the Village as well as a newspaper of general circulation in the Village. at least once not less than fourteen days prior to the date fixed ,for the public hearing. The notice of hearing shall be in substantially the fo~m attached hereto as Exhibit B and made a part 'hereof by this reference. SECTION THREE: The officer~ and employees of this Village be. and they are hereby authorized tp take such further action as is necessary to carry out the intent and purposes of the Memorandum of Agreement when execu~ed and. subject to the provisions of and the compliance with said Memorandum of Agreement. to prepare the - necessary documents and to issue revenue bonds described above upon the terms and conditions stated in said Memorandum of Agreement for the purpose of defraying the cost of the Project and the same is hereby declared to be for a public purpose and to be a matteI pertaining to the government and affairs of the Village of Mount Prospect. SECTION FOUR: This Resolution shall be in full force and effect after its passage and approval in the manner provided by law. PASSED this l7th day of September. 1985. AYES: Arthur, Farley, FLoras, Murauskis, Van Geem NAYS: None ABSENT: Wattenberg APPROVED this 17thday of September. 1985. ~ ea~-¿f~ )I J/~ VillageC~resident Lý¿~ Village Clerk , , n , f', , ~ EXHIBIT B NOTICE OF PUBLIC HEARING ON A PROPOSED PROJECT AND, THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS ON BEHALF OF NORTHWEST PARTN~RS VILLAGE OF MOUNT PROSPECT. ILLINOIS NOTICE IS HEREBY GIVEN that the President and Board of Trustees of the village of Mount Prospect. Illinois. will meet on the 15th day of October. 1985. at 8:00 o'clock P.M.. at the Public Safety Building. Second Floor. 118 Northwest Highway. in Mount Prospect, Illinois. for the purpose of conducting a public hearing on a proposal that the Village issue revenue bonds. in one or more series. under Ordinance No. 2925, in order to finance all or a portion of the cost of a proposed project which will consist of the acquisition of land and constr~ction and equipping of a one-story officé complex to be used as an office facility by Northwest Partnership. an Illinois partnership. The project will be located at the Southwest corner of Algonquin Road and Route 83 in the Village. The maximum aggregate principal amount of the proposed bond issue is $5.500.000. The bonds shall be 'limited obligations of --- the Village. and the bonds and interest thereon shall be payable solely from revenue derived from operations of the project pledged to the payment thereof, except that _such bonds may be secured bya mortgage and other encumbrance on the project. The Bonds shall never constitute an indebtedness of the Village. and no holder of any such bonds shall ever have the right to compel any exercise of the taxing power of the Village to pay the bonds or the interest thereon. nor to enforce payment against any property of the Village except the project. All persons interested may appear and be heard at the time and place set forth above or may file written comments with the Village Clerk prior to the date of the hearing set forth above. Dated: the ..ll.- day of September. 1985 BY ORDER OF THE PRESIDENT AND ,BOARD OF TRUSTEES ~ Isl Carol A. Fields Village Clerk . ',- ,'-' A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT, made and entered into this day of , 1985 by and between THE VILLAGE OF MOUNT PROSPECT, a municipality in Cook County, Illinois (the "Issuer") and NORTHWEST PARTNERS (the "Partnership"). WITNESSETH WHE~EAS, the Issuer 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 Ordinance ~o. 2925, adopted by Issuer on July 17,1979 as from time to time supplemented an~ 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, -----------------------------_u-----,-----------,---J------,---, -,- ---------_u_---,------------------,------------------,---, -_'_n_,___,.-----. 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 dévelopment revenue -- bonds, in accordance with the provisions of the , - Ordinance, and to make the bond proceeds available to the Partnership or its designee, to finance the cost of acquiring.,-the necessary land and of constructing . and equiping an office building complex (said land acquisition, building construction and equipment to be hereinafter referred to as the "Project") to be located on a , site within the ç!1_r:porate limits of the Issuer, in an area commonly known as the property legally described- in Exhibit A attached hereto. Pursuant to a Loan Agreement to be entered into between the Issuer and the Partnership and subject to the conditions set forth below: and, " -1- -------" WHEREAS, the Partnership wishes to locate the Proje~t 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 w.ould be made available to the Partnership or its designee to finance the cost of the Project: NOW, 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: That the Issuer will, subject in all respects to the conditions contained herein, to the provisions and r~quirements of the Ordinance and of all applicable laws and to the sale of the bonds and terms satisfactory to the Issuer inits sole judgment reasonably exercised, authorize, issue, sell and deliver its economic development revenue bonds (the "Bonds") in a principal amount not to exceed $5,500,000 and apply the proceeds therefrom to finance the cost of th~. . Project, provided that prior to the issuance and delivery of such Bonds: 1. (a) --~---------,-- ------- - -" '__dn --h----- --------- ------ , (b) (c) There shall have been entered into between the Issuer -and the- Partnërship-a. -- Loán--A-grëement -which --will comply with the provisions of the Ordinance and which will provide for loan repayments by the Partnership 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 satisfactory to the'Issuer and its counsel. --- - --- -------- There shall have been entered ii'\toby the Partnership, 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 pr theirl1oTQil1~e, the payment of said Bonds and the principal and interest thereon as the same shall be SQ long as such Bonçlspr any part thereof shall be outstanding, togetber with all costs and expenses incurred in the collectjon-thereof, which mortgage, documents. shall contain terms and conditions satisfactory to the Issuer and its counsel; and The Partnership shall furnish to Issuer an AL TA form of -- Lender's Title Insurance issued by Safeco Title Insurance Company or, in the case of land registratoin, -- a Mortgagees Duplicate Certificate of Title issued by the Registrar of Torrens Titles in the amount of $5,500,000 insuring or otherwise certifying to the registration of the said mortgage upon the land and -- ' building comprising the ~roject to be frt'"-e from mechanic liens, other mortgages or security interes~$, -2- " {'\1 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, restrictions, and in building setback lines of record~; and (d) , The Partnership 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 Partnership 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 . (e) - The Partnership 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 ----------------_-""0-- n_------_n_..__- _n 0 ,.----- n., -. ._-,. n-____- ------"--'.'--"-,' ---------------- ---,._-- ---",-- -,-- (f) The Partnership shall furnish Issuer. with a written opinion of the Partnership's counsel that the Loan Agreement, Mortgage" personal guarantee and other documents executed by the Partnership are valid and . legally enforceable obligations of the Partnership duly -- authorized by the proper partnership action, and, with . '- respect to personal guarantee, that such is a legally binding and enforceable obligation of the persons executing the same; and (g) The Partnership 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 Partnership's Project, including costs and expenses of attorneys' fees, financial consultants' fees for opinion of counsel, and any or all other costs and expenses of the Issuer in cured in connection with the Project and the issuance of Bonds to finance the same; and . (h) . The Partnership 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 (i) There shall hël,v.e been entereci into by Bennett P. Trapani and jack B. Whisler. and/or the Partnership, -3- such additional security as may be required by the bondholders; and . (j) The Partnership shall further furnish all other financial data and documenta tion relating to the issuance and sale of the Bonds as may be required by the Issuer, bondholders or bond counsel. . That the Issuer will, at the proper time and subject in all respects to the prior advice, consent and approval of the Partnership, and in response to the completion, by the Partnership of the undertakings so specified for it in this Agreement, adopt, or c,ause 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, construction and equiping of the Project, as aforesaid, and the payment by the Partnership or its designee to or on behalf of the Issuer of sums sufficient to pay the principal and interst and redemption premium, if any, on the .Bonds as and when the same become d~e and payable. . --,------------------ ,.------.-------.,.------- -.1.- 2. B. The Partnership represents and agrees: . That the.Project-wHl result in.IDcreasetLemployment-- ---- ------ and will increase the economic development within the municipality. . 2. That it will use all reasonable efforts to find purchasers for the Bonds. ' That if the proposed Bonds (including the: rate of interest thereon) of the Issuer are satisfactory to the Partnership, that it will, upon delivery of the Bonds, enter into a Loan Agreement with the Issuer upon terms which will be sufficient to enable the Partnership to pay the costs of the Project as evidenced by the Bonds. to be issued for the 'account of the project, whereby the Partnership 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. 3. 4. That it wiH accomplish, the undertakings set forth in Section A l(a) through ~) hereof prior to the issuance and delivery of any such ~onds by the Issuer. ' C. . It is further generally provided, recognized and agreed between the Issuer and the-Partnership as follows: That all commitments. of the Issuer under Section 1 fNï.r~to and of the Partnership 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 'satisfactory to the Issuer 1. -4- n ---'---------_u,. -, ---'------------ 2. and the Partnership), the Issuer and the Partnership shall have agreed to mutualy 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. . 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 th~ aonds in the amount ot approximately the amount stated above are not sold within such time, the Partnership agrees tha~ it will reimburse the Issuer for all reasonable and necessary, direct out-of-pocket expenses which the Issuer may incur at the Partnership'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 same, including. as such expenses, but not limited thereof, the payment of attorney and other consultant fees arising from the preparation and execution of this Agreement and the Issuer's performance of its obligations 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 aonds shall ever have the right to com pel any exercise of the taxing power of the Issuer to pay said Bonds or the interest thereon. 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 institued hereunder or under any other Agreement relating thereof. ---,-- --- 4. This Agreement shall inure to the benefit of the Issuer and the Partnership, and this Agreement may not be assigned or otherwise or transferred by the Partnership. IN WITNESS WHEREOF, the parties hereto have entered into this Agrement , , 5. and - have executed and attested the same by their. officers thereunto duly . -5- I , ~ ~I authorized and affixed the official seal as of the ATTEST: BY ViUage Clerk , 1985. day of VILLAGE OF MOUNT PROSPECT, ILLINOIS By: Village President NORTHWEST PARTNERS ---'--'-------'-------------'~---~--------------'----'--'-'--' -- ----- _. .----,-,-- -'."'-'-- --------------'_.'--------'-----'-- ---,-- By: . , Pårtner ~ .