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HomeMy WebLinkAboutRes 44-84 09/04/1984 ~ ~ ' 1900S RESOLUTION NO. A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT WITH ROSCOR CORPORATION AND CALLING A PUBLIC HEARING ON A PROPOSED PROJECT 44-84 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 commercial buildings for use within the corporate limits of the Village of Mount Prospect; and WHEREAS, Roscor Corporation, an Illinois corporation (the Corporation) with offices presently located at 6160 West Oakton Street, Morton Grove, Illinois, has determined to acquire land on Feehanville Drive within the corporate limits of the Village of Mount Prospect, to construct a building thereon and to install items of equipment, all for use in the manufacturing of mobile video units for use in the TV, movie and communication industries and as an office 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 $2,500,000 for the purpose of obtaining the necessary funds to allow the Corporation to acquire, construct and equip the Project; and WHEREAS, the site of the proposed Project is presently zoned to permit the kind of industrial operations which the Corporation engages in, and such operations do 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 firms with little or no adverse environmental 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 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 Corporation 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 interest of the Village; and WHEREAS, Section 103(k) of the Internal Revenue 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 MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, AS FOLLOWS: SECTION ONE: The Mayor and Board of Trustees of this Village find as facts the matters hereinabove set forth, and the Mayor is hereby authorized to execute, and the Village Clerk is hereby authorized to attest a Memorandum of Agreement with the Corporation 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 Corporation that the Village issue its industrial development revenue bonds, in a principal amount of not to exceed $2,500,000, in order to finance the costs of the Project is hereby called and shall be held on the 18th day of September 1984, at 8:00 o'clock p.m., at the Public Safety Building, Second Floor, 112 East Northwest Highway, Mount Prospect, Illinois. The said Clerk has caused notice of the public hearing to be published in The Mount Prospect 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 was in substantially the form attached hereto as Exhibit B and made a part hereof by this reference. SECTION THREE: 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 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 matter 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 and APPROVED this 4th day of September, 1984. AYES: Arthur, NAYS: None ABSENT: None Farley, Floras, Hurauskis, Van Geem, Wattenberg MA ~ ~ /J ;¿ '" .... '-- ATTEST: /~ ;/\c~ VILLAGE CLERK -2- ~ 1901S EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT, made and entered into this 4th day of September, 1984, by and between THE VILLAGE OF MOUNT PROSPECT, a municipality in Cook County, Illinois (the "Issuer") and ROSCOR CORPORATION, an Illinois corporation (the "Corporation"). WITNESSETH: ---------- WHEREAS, 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 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 equipping, betterment or extension of any economic development project in order to relieve conditions of unemployment, and to encourage the economic development of the Issuer and to provide for the increased welfare and prosperity of the residents of the Issuer; and WHEREAS, 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 nominee or designee to finance the cost of acquiring the necessary land and constructing thereon an industrial building to be used or leased by the Corporation for the operating of its mobile video unit manufacturing business, and to install certain items of equipment (said land acquisition, building construction and equipment being hereinafter referred to as the "Project") to be located on a site within the corporate limits of the Issuer, at Feehanville Drive, in an area commonly known as Kensington Center, and legally described as follows: Lot 308B in Kensington Center Resubdivision Fifteen of Lot 308 in Kensington Center, Phase III-A, being a subdivison and resubdivision in part of the Northwest quarter and the Northeast quarter of Section 35, Township 42 North, Range 11 East of the Third Principal Meridian according to the plat thereof recorded on the ---- day of ,1984 as Document No. in Cook County, Illinois. pursuant to a Loan Agreement to be entered into between the Issuer and the Corporation or its nominee 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 nominee 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: l. The Issuer represents and agrees: That the Issuer will, subject in all respects to the conditions contained herein, to the provisions and requirements of the Ordinance and of all applicable laws and to the sale of the bonds upon terms A. ~ satisfactory to the Issuer in its sole judgment reasonably exercised, authorize, issue, sell and deliver its economic development revcnue bonds (the "Bonds") in a principal amount not to exceed $2,500,000 and apply the proceeds therefrom to finance the cost of the Project, provided that prior to the issuance and delivery of such Bonds: (a) (b) (c) (d) (e) 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 repayments by the Corporation sufficient to enable the Issuer 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; and There shall have been entered into by Phillip Roston, Mitchell Roston and Paul Roston, the primary shareholders of the Corporaton, a written, personal and unconditional guarantee, guaranteeing to the Issuer and the bond holders or their nominee the payment of principal and interest on the Bonds, so long as such Bonds or any part thereof shall be outstanding, together with all costs and expenses incurred in the collection thereof, which guarantee shall be satisfactory in form and substance to the Issuer and its counsel; and There shall have been entered into by the Corporation or its nominee a first mortgage lien on the real estate and building comprising the Project, securing to the Issuer and the bondholders or their nominee, the payment of the principal of and interest on the Bonds as the same shall become due 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 The Corporation shall furnish to the Issuer, to the bondholders or their nominee, an ALTA of Lender's Title Insurance Policy issued by title insurance company satisfactory to the Corporation or, in the case of land registration, a Mortgagees Duplicate Certificate of Title issued by the Registrar of Torrens Titles in the amount of $2,500,000 insuring or otherwise certifying to the registration of the said mortgage upon the land and building comprising the Project free from mechanics' 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, restrictions, and building setback lines of record; and or form a The Corporation shall execute and furnish to the Issuer, or to the bondholders or their nominee, such UCC financing statements covering the equipment which comprises part of the Project as may be required by the bondholders; and -2- B. ~ (f) (g) (h) (i) (j) The Corporation shall furnish the Issuer with a written opinion of bond counsel as to the validity of the Bonds and the exemption of interest paid on said Bonds from Federal income taxation, which opinion shall be satisfactory in form and content to the Issuer and its counsel; and The Corporation shall furnish the Issuer with a written opinion of the Corporation's counsel that the Loan Agreement, Mortgage and other documents executed by the Corporation or its nominee are valid and enforceable obligations of such Corporation or nominee duly authorized by proper corporate action; and 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 Project, including attorneys' fees and expenses, financial consultants' fees, bond application and issuance fees 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 The Corporation shall furnish the Issuer, and the bondholders or their nominee, with a fire and extended coverage insurance policy insuring the Project and the mortgage interest therein during the entire period when Bonds are outstanding; and 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 relating to the issuance and sale of the Bonds as may be required by the bond holders 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 Corporation, and in response to the completion by the Corporation or its nominee 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 acquisition, construction and equipping of the Project, as aforesaid. 2. The Corporation represents and agrees: That the Project will result in increased employment and will increase the economic development within the municipality. That it will use all reasonable efforts to find purchasers for the Bonds. 1. 2. That if the proposed Bonds (including the rate of interest thereof) are satisfactory to the Corporation, it will, upon delivery of the Bonds, enter into the Loan Agreement with the Issuer upon terms which will 3. -3- 3. 4. 5. ~, 4. require the Corporation to pay the costs of the Project and to pay to the Issuer, or to a trustee acting on behalf of the bondholders, for the account 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 be due and payable. That it or its nominee will accomplish the undertakings set forth in Section A l(a) through (j) hereof prior to the issuance and delivery of the 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 are subject to the condition that on or before 60 days from the date hereof (or such other date as shall be mutually satisfactory 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. 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 are not sold within 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 same, including as such expenses, but not limited thereto, the payment of attorneys's and other consultant's 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. 2. The Bonds 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 Bond. No holder of any of the Bonds shall ever have the right to compel any exercise of the taxing power of the Issuer to pay the Bonds or the interest thereon. If for any reason the Bonds are not issued, including restriction or prohibition established by law, the Issuer shall in no way be liable, in damages or otherwise, to the Corporation or any other party for the failure to consummate the financing, and no remedy, whether legal or equitable, shall be instituted hereunder or under any other Agreement relating thereto. 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. -4- ~ì IN WITNESS WHEREOF, the parties hereto have entered into this Agreement and have executed and attested the same by their officers thereuntó duly authorized, and have affixed their official seals as of the day of , 1984. VILLAGE OF MOUNT PROSPECT, ILLINOIS By ~ )/ Y<.b~ Vll a President (SEAL) ::LL /~ Village Clerk ROSCOR CORPORATION By Its (SEAL) ATTEST: By Its -5-