HomeMy WebLinkAboutRes 49-83 11/15/1983
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RESOLUTION NO.
49-83
A RESOLUTION AUTHORIZING THE EXECUTION. OF A MEMORANDUM
OF AGREEMENT WITH GRACO INC. 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
commercial buildings for use within the corporate limits of the
Village of Mount Prospect; and
WHEREAS, Graco Inc., a Minnesota corporation (the Corporation)
with offices presently located in Minneapolis, Minnesota, has
determined to acquire land and an existing building at 1000 Business
Center Drive within the corporate limits of the Village of Mount
Prospect, to renovate and remodel the same and to acquire and
install items of equipment, all for use as a light manufacturing,
customer demonstration and 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 $5,000,000 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 adver~e 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 fer 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:
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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 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 $5,000,000,
in order to finance the costs of the Project is hereby called
and shall be held on December 6 , 1983, at 8:00 o'clock P.M.,
atPublic Safety Bldg. . The' 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 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 ofthe.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.
l5thday of
November
, 1983.
PASSED this
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AYES: Arthur, Floros, Murauskìs, Van Geem, Wattenberg
NAYS: None
ABSENT:Farley
APPROVED this 15thday of November, 1983.
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VILLAGE RESIDENT
ATTEST:
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MEMORANDUM OF AGREEMENT
t1 THIS MEMORANDUM OF AGREEMENT, made and entered into
this /5 day of f\)OveY\'\ber'" , 1983,' by and between THE VILLAGE
OF MOUNT PROSPECT, a municipality in Cook County, Illinois (the
"Issuer") and GRACO INC., a Minnesota corporation (the "Corporation").
WIT N E SSE T H:
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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 designee, to finance the cost
of acquiring the necessary land and an existing building, to renovate
and remodel the same and to acquire and install certain items
of equipment (said land and building acquisition, renovation,
remodeling and equipment being hereinafter referred to as the
"Project") to be located on a site within the corporate limits
of the Issuer, at ~OOO Business Center Drive, in an area commonly
known as Kensington Center, and legally described as follows:
Lot 301A in Kensington Center Resubdivision IX of Lot
301 in Kensington Center, Phase III-B, being a subdivison
in part of the Northwest quarter of Section 35, Township
42 North, Range 11 East of the Third Principal Meridian
according to the plat thereof recorded March 18, 1983
as Document No. 26540101 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:
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:
1.
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 satisfactory to the Issuer
in its sole judgment reasonably exercised,
authorize, issue, sell and deliver
its economic development revenue bonds
(the "Bonds") in a principal amount
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not to exceed $5,000,000 and apply
the proceeds therefrom to finance
the cost of the Project, provided
that prior to the issuance and delivery
of such Bonds: .
(b)
(c)
(d)
(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 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 the Corporation a first
mortgage lien on the real estate
and building comprising the Project,
securing to the Issuer, 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 so long as such Bonds
or any part thereof shall b~
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, or to a trustee
acting on behalf of the bondholders,
an ALTA form of Lender's Title
Insurance issued by a 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 $5,000,000 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
The Corporation shall execute
and furnish to the Issuer, or
to a trustee acting on behalf
(h)
(i)
of the bondholders, such UCC
financing statements covering
the equipment which comprises
part of the Project as may be
required by the bondholders;
and
(e)
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
(f)
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 are valid
and enforceable obligations of
the Corporation duly authorized
by proper corporate action; and
( g)
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 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, or a trustee acting
on behalf of the bondholders,
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.
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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 acquisition,
construction and equipping of the
Project, as aforesaid.
B.
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 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 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.
4.
That it will accomplish the undertakings
set forth in Section A l(a) through
(i) 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
one year 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.
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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 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.
3.
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.
4.
If for any reason the Bonds are not
issued, 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.
5.
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.
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 their
official seals as of the ..lilll'day of November, 1983.
( SEAL)
VILLAGE OF MOUNT PROSPECT, ILLINOIS
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B Y C.ß-t tI~ }/ F1 t:~
village?President
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Village Clerk
(SEAL)
ATTEST:
By
Its
GRACO~/
BYrts . /1" <4
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