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HomeMy WebLinkAboutRes 31-84 06/05/1984 , " " >,/ RESOLUTION No. ~ \ -84 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMO- RANDUM OF AGREEMENT BY AND BETWEEN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS AND TOKO AMERICA, INC. REGARDING THE ISSUANCE OF REVENUE BONDs. WHEREAS, the Vmage of Mount Prospect, Illinois (the "VilJage") a political subdivision and a home rule unit of government under Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois, pursuant to its Constitutional home rule pow- ers, adopted Ordinance No. 2925 (the "Act") 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 buiJdings for use within the corporate limits of the Vil1age; and WHEREAS, so as to accomplish the purposes of the Act, the Village, having received a completed application, proposes to issue revenue bonds pursuant to the provi- sions of the Act as then in effect to finance the costs of acquiring a site and constructing and equipping an industrial building thereon, including related site improvements (the "Project"), to be located in Mount Prospect, Illinois, to be owned and used by TQko America, Inc., an Illinois corporation qualified to do business in the State of Imnois (the "Company"); and WHEREAS, it is deemed necessary and advisable, to accomplish the public purposes of the Act, including increases in the tax base and expanded employment oppor- tunities within the Village considered probable to result from the Project, that the Proj- ect be undertaken at the earliest practicable date, and the Company has requested satisfactory assurances from the Village that the proceeds of the sale of revenue bonds of the Village in an aggregate amount sufficient to finance the Project, currently est i- mated not to exceed $2,000,000 will be made available; and , . n ,~ WHEREAS, the Village deems it necessary and advisable that it take such actions as may be required under the Act as then in effect to authorize and issue revenue bonds to finance the cost of the Project; and WHEREAs, a form of agreement, designated as a "Memorandum of Agree- ment", has been prepared under which the Company has stated its willingness to arrange for the acquisition, construction and equipping of the Project and to enter into contracts therefor and, at the time of delivery of the bonds, to enter into a loan agreement with the Village with respect to loan of proceeds of the revenue bonds under which the the Company will be obligated to make periodic payments sufficient 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, together with all other amounts due and owing to the Village and such loan agreement shall contain such other provisions as may be required by the Act as then in effect and as shall be mutually acceptable to the Vi1lage and the Company; and WHEREAS, prior to issuance of the proposed revenue bonds it is necessary that a public hearing be held as required by the Tax Equity and Fiscal Responsibility Act of 1982 ("TEFRA"); NOW, THEREFORE, Be It Resolved by the President and Board of Trust!=!es of the Village of Mount Prospect, Illinois, as follows: Section 1. That in order to insure the acquisition, construction and equip- ping of the Project with the resulting public benefits which will flow therefrom, it is deemed necessary and advisable that revenue bonds be issued in an amount sufficient to finance the cost of the Project, "which- amount is not to exceed $2,000,000, and that the Memorandum of Agreement hereinafter referred to be approved and executed for and on behalf of the Village. Section 2. That the Memorandum of Agreement by and between the Com- pany and the Village, substantially in the form and with the contents set forth in Exhibit A attached hereto, be and the same is hereby approved and authorized. 2 ~ ,I Section 3. That the President is hereby authorized and directed to execute and the Village Clerk is hereby authorized to attest and to affix the seal of the Village to the Memorandum of Agreement substantially in the form and with the contents set forth in Exhibit A attached hereto. Section 4. That the Village will issue and sell revenue bonds in an amount sufficient to finance the costs of the Project, subject to the execution of the Memor- andum of Agreement herein authorized and upon the conditio.ns specified in the Memor- andum of Agreement and the officers and employees of the 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 as executed and, subject to the provisions of and in compliance with the Memorandum of Agreement, to prepare and execute the doc- uments necessary to issue revenue bonds upon the terms and conditions stated in the :\1emorandum of Agreement. Section 5. That the Village Clerk is hereby authorized to publish notice of a public hearing, as required by TEFRA, in substantially the form attached as !=xhibit É! hereto, once not less than fourteen (14) days prior to the date of such public hearing. Section 6. That all resolutions or ordinances and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Adopted this 5th day of June, 1984. Ayes: Arthur, Nays: None Absent: None Farley, Floras, Murauskis, Van Geem, Wattenber~ Approved this 5th day of June, 1984. Attest: ~~~y~ ~ 4r j.L þ{------ illage President 3 , . EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the Village of Mount Prospect, Illinois, a political subdivision and a home rule unit of government under Sec- tion 6(a) of Article VII of the 1970 Constitution of the State of Illinois (hereinafter referred to as the "Village"), and Toko America, Inc., an Illinois corporation qualified to do business in Illinois (hereinafter referred to as the "Company"); 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this agreement are the following: (a) The Village, pursuant to its powers as a home rule unit of government has adopted Ordinance No. 2925 (the "Act") providing for the issuance of industrial and commercial development project revenue bonds, to acquire, construct, reconstruct, improve, better or extend any industrial or economic development project. (b) Under the Act the Village is authorized to issue its revenue bonds for the purpose of financing the costs of any such project. (c) So as to accomplish the public purposes of the Act, including the increased tax base and expanded employment opportunities within the Village considered probable to result from the project hereinafter defined, the VUlage proposes to issue its revenue bonds pursuant to the provisions of the Act as then in effect to finance the costs of acquisition of land and construction and equipping an industrial building, including related site improvements (the "Project") to be located in Mount Prospect, Illinois for the Company, and used by the Company in its business of importing, assembling and distributing electronic equipment. The VUlage intends to enter into a loan agreement with the Company with respect to the Project, pursuant to the provisions of the Act as then in effect (the "Agreement"). (d) It is deemed necessary and advisable, to accomplish the public purposes of the Act, that the Project be undertaken at the earliest practicable date, and the f'\ Company has requested satisfactory assurances from the Village that the proceeds of the sale of revenue bonds of the Village will be made available to finance the Project. (e) Representatives of the Village have indicated the willingness of the Village to proceed with and effect such financing and have advised the Company that, subject to due compliance with all requirements of law and the obtaining of all necessary consents and approvals and to the happening of all acts, conditions and things required precedent to such financing, the Village by virtue of the Act or such other authority as may now or hereafter be conferred, will issue and sell its revenue bonds in an aggregate amount sufficient to finance the Project, but which amount is not to exceed $2,000,000. 2. Undertakings on the Part of the Village. Subject to the conditions above stated, the Village agrees as follows: (a) That it will authorize, or cause to be authorized, the issuance and sale of its revenue bonds, in an aggregate principal amount sufficient to finance the cost of the Project, but which amount is not to exceed $2,000,000. (b) That it will adopt, or cause to be adopted, such proceedings and author- ize and direct the execution of such documents and take, or cause to be taken such actions as may be necessary or advisable to effect the authorization, issuance and sale of the bonds and the construction and equipping of the Project, as aforesaid, and the enter- ing into and performance of an Agreement with the Company with respect to the Proj- ect, all as then shall be authorized by law and mutually satisfactory to the Village and the Company. (c) That the aggregate periodic payments to be made under the Agreement with the. Company shall be such sums as shall be sufficient 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, and all other amounts due and owing to the Village by reason of its undertaking the issuance of its revenue bonds on behalf of the Company. 2 n (d) That it will take or cause to be taken such other acts and adopt such further proceedings as t:nay be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 3. Undertakinqs on the Part of the Company. Subject to the conditions above stated, the Company agrees as follows: (a) That the Company will use all reasonable efforts to find one or more purchasers for the bonds. (b) That the Company will enter into a contract or contracts for the acqui- sition, construction and equipping of the Project. (c) That contemporaneously with the delivery of the bonds, the Company will enter into an Agreement with the Village under the terms of which the Company will obligate itself to pay 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, any such Agreement to contain such other provisions as may be required by the Act as then in effect and such other provisions as shall be mutually acceptable to the Village and the Company. (d) That the Company will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof. 4. General Provisions. (a) AU commitments of the Village under paragraph 2 hereof and of the Company under paragraph 3 hereof are subject to the conditions .that, on or before six months from the date hereof (or such other date as shall be mutually satisfactory to the Village and the Company), (1) the Village and the Company shall have agreed to mutually acceptable terms for the bonds and of the sale and delivery thereof, and mutually accep- table terms and conditions of the agreement referred to in paragraph 3, (ii) the proceed- ings referred to in paragraphs 2 and 3 hereof shall have been taken and (iii) all regulatory 3 n or other governmental approvals requisite to the execution of such documents and the issuance and sale of the bonds shall have been obtained. Among the terms and conditions governing the issuance of the bonds and the sale and delivery thereof and the loan agreement and other documents to be"entered into between the Village and the Company, the parties do hereby acknowledge that the Village may require the Company to enter into a first mortgage lien on the real estate and building comprising the Project herein, together with an ALTA form of Lender's Title Insurance Policy or Mortgagees Duplicate Certificate of Torrens Title, securing to the Village, or to a trustee acting on behalf of the bondholders, the payment of the principal of and interest on the Bonds as the same shall become due, and the Company may be required to furnish to the Village or said trustee acting on behalf of the bondholder's such UCC financing statement covering equipment which comprises part of the Project, fire and extended coverage insurance insuring the Project and such other documentation as may be required by the Village or by the bondholders regarding the Project and the issuance of the Bonds to finance the same. (b) The bonds, when issued, shall not constitute an indebtedness of the Village and the Village, its officers and employees shall not be liable for the payment of the bonds or the interest thereon, nor shall they be liable for any damages arising out of the issuance of or the failure to issue, the bonds. (c) If the events set forth in (a) of this paragraph do not take place within the time set forth or any extensions thereof and the bonds are not spld within such time, the Company will reimburse the Village for all reasonable and necessary direct out-of-pocket expenses which the Village may incur -4- ~. arising from the execution of this Memorandum of Agreement and the performance by the Village of its obligations hereunder, and will pay the fees and expenses of Pederson & Houpt, P.C., counsel to the Village and Chapman and Cutler, Bond Counsel, accrued to such date, and this Memorandum of Agreement shall thereupon terminate. IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum fa Agreement by their officers thereunto duly authorized as of the day of June, 1984. VILLAGE OF MOUNT PROSPECT, ILLINOIS By r'n -< 1f, .. 1ft- f!c <I< . - "-"-- Village resident (SEAL) 7~J~ Village Clerk TOKO AJŒRICA, INC. By Attest: -5- n EXHIBIT B NOTICE OF PUBLIC HEARING Notice is hereby given that on June 19, 1984, at 8:00 P.M., in the Board Room at 112 East Northwest Highway, Mount Prospect, IIlinois 60056, a public hearing will be held before the President and Board of Trustees of the Vi11age of Mount Prospect, regarding a plan to issue not exceeding $2,000,000 aggregate principal amount of Indus- trial Development Revenue Bonds (the "Bonds") of the Village of Mount Prospect, Cook County, Illinois (the "Village"), the proceeds of which will be lent to Toko America, Inc. (the "Company") to finance the acquisition of approximately 160,767 square feet of land, the construction of an approximately 18,000 square-foot building and the acquisition of certain equipment and. related property to be installed therein (the "Project"). The Project will be located at 1250 Feehanville Drive, in the Village of Mount Prospect, Cook County, I11inois and will be used by the Company. The Bonds will be issued by the Village pursuant to its powers as a home rule unit of government and an ordinance proposed for adoption by the President and Board of Trustees of the Village. The Bonds will not be general obligations of the Vill- age, the State of Illinois or any poUtical subdivision thereof, but will be special, limited obUgations of the Village as the principal of, premium, if any, and interest on the Bonds will be payable solely from revenues and receipts derived from the repayment of the loan by the Company (except to 'the extent payable from Bond proceeds, the income from the temporary investment thereof and moneys derived from and payments made pursuant to the instruments delivered in connection with said loan). The Bonds will not constitute an indebtedness of the Village, the State of Illinois or any political subdivision thereof or a loan of credit of any of them within the meaning of any constitutional or statutory provision. No holder of any Bond will have the right to compel any exercise of the taxing powers of the Village, the State of Illinois or any political subdivision thereof to pay the principal of, premium, if any, or interest on the Bonds. . . The above noticed public hearing is required by the Tax Equity and Fiscal Responsibility Act of 1982. Written comments may also be submitted to the Village Clerk at her office located at 100 South Emerson Street, Mount Prospect, Illinois 60056, until June 19, 1984. Subsequent to the public hearing, the President and Board of Trus- tees of the Village will meet to consider approval C?f the issuance of the Bonds. Notice dated June 5, 1984 /s/ (Jrd L /I. fiF. /ls 1 age Clerk, Village of Mount Prospect, Cook County, illinois