HomeMy WebLinkAbout3174_001CITIZENS UTILITIES
'pli- 7 1981
COMPANY OF ILLINOIS
ADM I NISTRATI VE OFFICES - HIGH RIDGE PARK - S fAMFORD, CON N ECTICUT 0 6 9 0 5 - 2 0 3 / 3 2 9 - 8 8 0 0
(.C P"A"
July 2, 1981
Terence Burghard
Village Manager
Village of Mt. Prospect
100 S. Emerson
Mt. Prospect, IL 60056
Dear Mr. Burghard:
Citizens Utilities Company is undertaking to arrange for a public
offering of tax exempt securities involving issuers in the states of
Arizona, Colorado, Hawaii, Illinois and Pennsylvania. At this time, we
expect to have seven (7) different issuers with all of the bonds being
sold through a single Official Statement. In Illinois, we will finance
wastewater facilities utilizing the statewide environmental authority.
There is no available statewide issuer for water. Because of its geo-
graphical location, utilizing Mt. Prospect as an issuer would allow us
to finance construction in the Chicago Suburban and Waycinden service
areas, as well as two other small service areas, one in Cook County and
one in DuPage County. We are operating under an extremely tight time
schedule and understand that the first available Village Board meeting.
would be July 14, 1981. We propose to have a representative of the Company
and an attorney from Chapman & Cutler present to make a presentation to the
Board. It is most important to our timetable that an Intent Resolution be.,
passed at that meeting. The Intent Resolution does not bind the Village
to proceed with the issue but does enable us to commence construction on
projects without disqualifying them because work was commenced prior to
official action by the Village Board.
A SUBSIDIARY OF CITIZENS UTILITIES COMPANY
ELECTRIC, TELEPHONE, WATER AND GAS SERVICE: 10 CUSTOMERS IN OVER 500 COMMUNITIES IN MANY STATES ACROSS THE NATION
CITIZENS UTILITIES COMPANY
Terence Burghard
Page 2
July 2, 1981
We will seek to have in your hands further information
to the Board members prior to the meeting of July 14, 1981.
tion and that of the Village Board to promptly move forward
benefit to our customers, enabling us to lower the cost of
Very truly yours,
Charles J. Weiss
Assistant Vice President
CJW/vj t
cc: T. E. Fricke
E. B. Hyland
George Sullivan, Esq.
Brent Todd, Esq.
for circulation
Your coopera-
will be of
capital.
ORDII,'ANCE NO. 2�
AN ORDINANCE AUTHORIZING THE VILLAGE OF 1,10UNT PROSPECT
TO ISSUE 114DUSTRIAL AND COXmERCIAL
PROJECT' REVENITE BONDS
WHEREA;, Section 6(a) VII of the 1970 Constitution
f the State of Illinois provides that any municipality which
has a populatim of more than 25,D00 is a home rule unit and
!the 'Village of 71ount Prospect, Cook County, Illinois, with a
,population in excess of 25,000 is therefore.a'home rule unit'
land, pursuant to the Provisions of said Section 6 (a) Art-1cle
Imay exercise aiDy power Lnd perform and function Pertaining to
'its yovernment�and affairs, including, but not
limited to, the
power to tax and to incur debt; and
WHEREAS,..the issuance by the Village of industrial and
.commercial project revenue bonds to finance in whole or 'in part
,ie' cost of the acquisi.tion, Purchase, construction; reconstructi,
improvement, -equipping,. betterment or extension of 'any ,industrial
nd -commer
..Fia.1 -development project in order to en
courage economic
Development of .`the Village is -for a public -purpose and is'a func-
ion 'pertaining to"the government and affairs of the Village;
NOW, THEREFORE, BE IT ORDAINED by the President and Board
Trustees of the village Of Mount Prospect of
Cook County,
Ellinois, as follows:
SECTION ONE; The Municl'
Pal Code of the Village of Mount
-Prospect be, -and it is hereby, amended by adding to Article V of
IChapter 00 of said Municipal Code, a new section 8.513 which said
l v, Section shall hereafter be and read as follows:
S�&Z:tipn S-513- In6ustrial and Commercial Project Revenue Bonds.
of -the Vlii.,�- Paw e -r s ------------------
e exercise and the performance of
fu;-2ctions pertairiDg to its qoVernn-ent and affairs, and in
ordar to prorDott-_ the public health, safety, morals and welfare,
Section has bc-en enacted for the follovIing sp&Cjfic purposes:
1- TO pzo'�,_;de S d--,r-
the cc-st ofr industrial ice thmt Will aid in financing
4 and ce`;TLnurcial revenue bond pro-
Jetts ij) order to relieve ccinditions 04, unemployment
and to aid ar. the rc_,h,,sbijitation of ,,
>1
2. To en&oL_dge theAncrease of in-astry within the
Village and within ten miles of the village,
reducing the evils att,,3,,, thereby
JPOn uOcmPloyment.
3. To Provide for the increased welfare and Prosperity
Of the residents cf the Village_
4. To provide a financi"g device which will aid in
financing the cost Of Pollution control facilities in
order to e3imiDste, abate or reduce the-seriousdangers
to the Public health and welfare caused by environmental
onmental
Definitions. The term
1. "Development project" includes any industrial or comm,rW
Project which is a capital project comprising an industri
manufacturing plant or'a commercial facility, includin
one or more buildings and other structures, whether
or" -not on the same site or sites; any rehabilitation,
improvement, renovation or enlargement of, or any
addition -to , any buildings or structures for use as
a commercial facility or factory, mill, processing plant,
assembly Plant, fabricating Plant, industrial distribution
center, repair, overhaul or service fac '
facility, and other DAY, test
fac'"'es, including research and
development for manufacturing, processing, assembling,
repairing, overhauling, servicing, testing or handling
of any products or commodities embraced in any industrial
or manufacturing Plant; and including also the sites
-thereof and other rights in land therefor whether improve
OV unimproved,
machinery, site' preparation
and landscaping, and all appurtenances and facilities
incidental theleto such as wareho'uses, utilities, ,
access roads, railroad sidings truck docking and,similiar
facilities, parking facilities, dockage, Wharfage, and
other improvements necessary or convenient for any
manufacturing or industrial plant.
2. "Persc>nl! means an individuaiv partnershi
firm, company, corporation (.including public
copartnership,
association, joint stock co;_ Public utilities) ,
Ipa py, trust, estate, Political
subdivision, State agency, or any Other legal entity, or
its legal representative, agent Or assigns.
3. "Pollution" means any form Of environmenjal pollution
including, but not limited to, water Pollution, air
pollution, land P011ution, solid waste
pa3lution, Pollution, 'thermal
radiation contamination, or` noise Pollution
as determined by the various �standards prescribed by
this state, the federal government or other governmental
entitieE and inclying but not limited to, anthing which
is ccA
nSirM y
as pollution or environmental
Environmental damage in the
through Protection Act, compiled as Section, 1001
1051 Oi chant
-Iny "T!el I ler 111-1/2 Ill. Rev. Stats. 1971,
zinc ' z' ''dxOnt thercto and substitution therefor,
4. con"Ol facility" means any2and, interest in
structurfy, lity" em, fixture,
0 v eyrtc n
aPPurtenance, addition, machinery or
"U"Me"I Or GnY COMnation ..he zo
of, and all real and
Personal property 6,,,, necysrary therewith
du with Or the end purpose , havi ng to
of which is, reducing,
Controlling or Freventing poljotior.
t
-c
2 U ti on. - 6�- -�elol)mcnt PrOJ`ect or
Oc-ntrol fa"'Q or combination -
there0j.
- 3 -
6. "Project costs" means and includes the sum total of all
reasonable or necessary costs incidental to the acoulsit:
construction, reconstruction, repair, alteration, irr-
provement
lteration'Irr-
provement and extension of a project including without
limitation the cost of studies and surveys; plans,
specifications, architectural and engineering services;
legal, marketing or other special services; financing,
acouisition, demolition, construction, equipment and
site development of new and rehabilitated buildings,
rehabilitation, reconstruction, repair or remodeling
of existing buildings and all other necessary and incider
expenses including an initial bond and interest reserve
together with intereston bonds issued to finance a
project to a date six (6) months subsequent to the
estimated dare of completion.
Additional Powers. In addition to powers which it may now
have, the Village has the power,unaer this Section:
1. To construct, acyuire by gift or purchase, -reconstruct,
improve, better or extend any d4velopirient project within
or without the Villa,ae or partially within or partially
without the Village, but in no event further than 10 mile
from the territorial boundaries of the Village, and to
acquire by gift or purchase lands or rights in land in
connection therewith.
2. To issue its bonds to -finance in whole or in part
the cost of the acquisition, purchase, construction,
reconstruction, improvement, betterment or extension of
any development project. In determining such cost, the
Village may include all cost and estimated cost of the
issuance of such bonds, all engineering, inspection,
fiscal and legal expenses, and interest -which it is
estimated will accrue during the construction period and
for 6 months thereafter on money borrowed or which it
is estimated will be borrowed pursuant to this section.
3. ITO'rent or lease such development project to industrial
or commercial concerns in such manner that rents to be
charged for the use of the development project --hall be
'fixed and revised from time to time so as to produce
income and revenues sufficient to prcrvi6e, for the prompt
payment of interest upon all bonds issued under this
Section and to create a sinking fund to pay the principal
of such bonds when due, and to provide for the operation
and maintenance of such development project and for an
adequate depreciation account in cclnnection therewith.
4. To pledge to the punctual payment of bonds
authorized
under this Section and interest thereon the income and
revenues to be received from such development project
(including improvements, betterments or extenstions
thereto thereafter constructed or acquired) sufficient
to pay such bonds and interest as they become due and to
create and maintain reasonable reserves therefor.
5. To mortgage such development project in favor of the
holder or holders of h t
oil , ds -Issued therefor.
'!/12/75
4 7/13/74
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6. To enter into a loan
agreement and accept a note or
mortgage, or both, as security for pfjymellt Of the proceeds
of the revenue bonds and to pledge said note or mortgage,
or both, for the benefit of the holders of the bonds.
7. To sell and convey such development project, includ-
ing Without limitation the sale and conveyance thereof
subject to a mOrtgage.as pr6vided in this Section, for
such price and at such time as the Board of Trustees
of the Village may determine. However, no sale or
convey i ance of such dev6lopment project shall ever be
made in such manner as to impair the rights or interes
of the holder or holders of any bonds issued for the
construction, purchase''improvement or extension of an,
such development project.
B.- To issue its bonds to refund in whole or in part, bonds
theretofore issued by the village unser authority of
this Section. I
C. Exercise of Powers
1 The construction, acquisition, reconstruction, improve"
meDt, betterment, or extension of any development pro-
ject may be author
,ized under this Section and bonds ma)
be authorized to be issued under this Section to r)rovi(
funds for such purpose or purposes or for the ref6dinc
of bonds theretofore issued under this Section, by an
ordinance passed by a vote of a majority of the Board
Of Trustees then holding office.
2. Bonds shall bear interest at such rafe or rates, payabl
at such times, may be in One or more series, may bear
such date or dates, may mature at such time or times
not exceeding 40 year-, from their respective dates, may
be payable in such medium of payment at such place or
places, may carry such registration privileges, may be
subject to such terms of redemption at such premiums,
may be executed in such manner, may contain such terms,
covenants and conditions, and may be in such form,'
either coupon or registered, as such ordinance may pro-
vide or as may be subsequently determined by the Board
of Trustees before the bonds are issued. Bonds may be
sold at public or private sale in such manner and upon
such terms as may be deemed advisable by the Board of
Trustees. Pending the preparation of the definitive
bonds, interim receipts or certificates in such form ant
with such Provisions as the Board of Trustees may
determine, may be issued to the purchaser or
purchasers of bonds sold pursuant to this Section.
D. Covenants in Bonds.
1. Any ordinance authorizing the issuance of bonds under
this Section may contain covenants as to any one or
more of the following: -
a) The use and disposition of the income and reve-
nues from the development project for which the
bonds are to be issued, including the creation and
maintenance of revenues;
b) The iSSUaDCe Of other or additional bonds payable
from the income and revenues from such development
project; I
c) The maintenance and handling of "suc-h*'
project;
d) The insurance to he maintained thereon and the use
and disposition of insurance money;
e) The appointment of anv bank or trust company within
or outside the State of Illinois, having the
necessary trust powers as trustee for the benefit
of the bondholders, paying agent, and bond registaxii
f) The investment of any funds held by such
trustee; I
g) The terms and conditions upon which the holders
of the bonds or any portion thereof or any trustees
therefor, are entitled to tare appointment of a
receiver; and
h) Such additional terms as the Board of Trustees
shall deem necessary abd proper.
2. Any ordinance authorizing the issuance of bonds under
this Section may provide that the principal of and
interest on any bonds issued under this Section shall be
secured by a mortgage or deed of trust covering such
development project for which the bonds are issued and
may incluide.any improvements or extensions thereafter
made.' Sdch -mortgage or deed.of trust may contain such`
covenants and agreements to.safeguard properly the -bonds
as*may be provided for -in the 'ordinance authorizing
such bonds and shall be executed -in such, manner as may
be -provided for in such ordinance.. The provisions of
th"i s such
and 'any such ordinance or ordinances and
any such mortgage -or deed of trust "shall constitute a
contract with the holder or holders of the bonds and
continue in effect until the principal of, the interest
on, and the redemption Premiums, if any, on the bonds
so issued have been fully paid, and the Village may in
any such ordinance or "ordinances agree, that the duties -
of .the Village and -its corporate authorities and officer
under -this Section and . any such ordinance or ordinance
and any such mortgage or deed of -trust shall be en-
forceable by any bondholder by mandamus, foreclosure
of any such mortgage or 'deed of trust or other appropriatie
suit, action - or proceedings in any court Of 'competent I
jurisdiction; provided, that the ordinance or any mortigace
or deed of trust under 'which the bonds are issued may
provide that all 'such remedies and rights to enforicement-
may be vested in a trustee for the benefit of all the
bondholders, which trustee shall be subject to the
control Of a majority of theholders or c,--,,ners of any
outstanding !DDDaS;.
Signatures of Officers on
Bonds - Validity of B'onId
s. Bonds hear 7- �es.0sucl officers 61 -the Village
as J-,,aY be designateE in the ordinance authorizing such
bonds, and such signatures.-,;%,al1 be the validandbinding
signatures of the Officers* of the Village notwithstanding
that before the delivery thF-rec)f and payments therefor
any or all 'of the persons whose signatures appear thereon
:-,ave cca_.ed to be officers r;f tJ1E Village issuing such bond --
Validity of the bonds is not 6cDcndent upon nor affected'by the
- G -
validity Or Popularjty=of the
purchase, p to the
acquisition, proceedings relating
se, construction,
men t, equipping, betterment reconstruction, '- iMProve
project for which or extension of the development
axing the bonds the bonds are*issued. The ordinallce autho
may Provide that the bonds shall contain a
recital that they are issued Pursuant to this Section, and
that no Officer or aunt of
the Village shall question Or
contest any such recital.
F. Lien Bonds. All bonds issued u1i6er this Section
shall have
a lien -upon the income and revenues derived from the develop_
ment project for which the bonds have been issued, and the
Village Board of Trustees may provide in the ordinance or
ordinances authorizing such bonds for the issuance of
additional bonds to be equally and ratably secured by a
upon such income and revenues or may provide lien
that the li
Upon s . uch incorne� and revenues is subordinate. en
1. Liability for
Bonds. All bonds
this
i� S_S6_E_ issued under and Pursuant to
t on s all not be general Obligations of the Village,
but shall be limited oblications oaable
income
and rever,lies Jf r cm the development psolelY Out Of the
evelome-nt project withrespect to which such bonds are issued. No holder of any
bonds issued under this Section shall have the right to
compel any exercise of taxing power of
the bonds, the interest or premium, the Village to pay
_*
the bonds do not constituteif any, thereon, and
an indebtedness of the Village
or a loan of credit thereof within the meaning of an
constitutional Or statutory Provision.. It shall be ylainly
stated on the face of each bond that is'ha
the provisions of s been issued under
this Section and thit is does not constitute
an indebtednessof the Village or a loan of credit thereof
within -t I he mean-i.ng of any constitutional Or statutory provisio
Investment of Funds.
1. Funds held by the Village Pursuant to this Section may,
to the extent not inconsistent with the laws of the State
Of Illinois, be invested in
a) bonds, notes, certificates of indebtedness,
treasury bills Oy' other Securities constituting
direct obligation,, of or guaranteed 1>Y the United
States Of A-merica;
b) certificates of depos4 t or time deposits con-
-stituting direct Obligations of
by the 1114n an -V, ban}; as defined
4o's Banl-ing Act, as he.retofor(
aM(-.ended, prcvided, ) _, and hereafte,
this clause (b) m, 101,'Cver, that invF�,stme,)tLc uncer
Of dD0.5jt or tar re be mane only in those certificates
6 deDc-)sits issued by barrks which
are Insured by the yederal V:posit Insurance Corpora-
t'Or" if in existence;
C) short to d-iscc)Unt obli'cations
Of
MDrta-age Assc�:Iiatl'C)n; and the Federal National
d) any othclr debt On or oblication, issued by
any corpjr-ation or corpD'rations 0-
lawof the United States 0 1-1-&nIzed under the
r any state of the United
States, provided that in each of Truc:,hl
-�. - investments
u; -.der this clause (d) shall he Exi
b}' the E';ar(3 of .resslY authorized
J� ces stating
the amount Ofsuch particularity
6 e issuer o f such
7
debt obligation, and expressly finding in each
case that such investment will not involve any
undue risk or loss of funds derived from
the oeneral revenues of the Village. Any such
securities may he purchased at the offering
or market price thereof at the time of such
purchase.
2. The investment of funds authorized in subsection 1
of this Section may he made on behalf of the village
by the Village's Director of Finance, without further
authorization, or such other person, firm or corporation
as may he authorized in a lease, indenture, purchase
contract or other contract authorized by the Village
Board of Trustees; provided such other person, firm or
corporation agrees in writing to bear the risk of any
loss that may occur as a result of such investment of
funds, and further provided, tlie villace Board of Trus-
tees expressly,.finds that such authorization will not
involve any undue risk or loss of funds derived from
the general revenue of the Village.
Rentals from Development Projects. The corporate authorities
of the Village issuing bonds pursuant to this Section shall
prescribe and collect rentals for a development project
and shall revise such from time to time whenever' necessary
so that the income and revenues to be derived from such
rentals are always sufficient to pay when due all bonds and
interest thereon for the payment of which such revenues are
pledged, including reserves therefor, and to provide for all
expenses of operation, including maintenance, and depreciat5o
charges of such development project.
Exemption _...____..__r.___._._.,.._.._._.___.,_._from Construction and Building Requirements for Pub
Build.l.'n,gsopment
. The acquisi IOD and construction
project shall not be subject to any requirements relating
to public buildings, structures, grounds, works or improve-
ments imposed by the Illinois Revised Statutes or any other
similar reauirements which may be lawfully waived by this
Section and any requirement of competitive bidding or re-
striction imposed on the procedure fo'raward of contracts
for such purpose of the lease, sale or other disposition
of property of the Village is not applicable to any action
taken under authority of this Section.
Powers Conferred as Additional and SupOlemental --
The puwe�,-s C,-)Df(?rred by this char . t . C. _ r aze �Z, ij
adc'itiOr, and S1 to', and the lImjt."atjonS jmp'osed by
I
this Section s,'haii riot attend, the Powers the Village m�ay
have by any law Or any other Section. Development projects
17, a Y be acquired, purchased, Constructed, reconstruc, , - ed I
bettere:�,, ec'.'UiPped, extended and fia
nnced 'arid
bonds tray be issue6�un6er this Section for such prupcj!,.;es,
nOt-wit'-.stan"ing that ani lW* or any other ordinance may
provide for tha acquisition, purchase, construction, recon-
struction
t ."T"' I equipping, betterMCDt, ext,ension
and financing, f a 1-41"e project, or the issuance of I -
for the purpose;7, arc; without regard
to the Y"
ro
restr�-ctions, 1-*mitations or other provi�ic)ns contained
in any or ar.y other ordi:-,ance.
The Frcvi3jc..,1s of
this Sectior, are
s, at. r 'of its cr any sentence,
clu;e cr F=rao-r?.,-.h ELall be 1�z�jd 1_�Cons::itutional by
or the of su,-11
cc, u T t 11 A
o" �1Ajr Of the -C: M -3.11 , 3 11 C4 V 0
-
7/12/79
SECTION`TWO: This Ordinance shall be in full forcL,
and effect from and after its passage and approval in the
manner provided by law:
PASSED THIS 17thJuly
DAY OF
AYES: 5
NAYS: I
ABSENT: 0
APPROVED THIS 17th July
DAY op 1979.
APPROVED:
117aye Pkes-lde—nt
ATTEST:
Village
1:3
10/16/79
Resolution No. 35-79
RESOLUTION AUTHORIZING
EXECUTION OF MEMORANDUM OF
AGREEMENT WITH MAISEL
WHEREAS, the Village of Mount Prospect has heretofore,
on July 17, 1979, in the exercise of its authority as a home
rule unit under Section 6 of Article VII of the Constitution
of the State of Illinois of 1970, adopted Ordinance No. 2925
adding a new Section 8.513 to Article V of Chapter 8 of the
Municipal Code of the Village of Mount Prospect authorizing
the issuance of industrial and commercial development project
revenue bonds to, among other things, finance in whole or in
part the cost of constructing and equipping of a commercial
building (collectively called the "Project") to be used as
a K -Mart Store within the corporate limits of the village of
Mount Prospect; and
WHEREAS, Maisel & Associates of Michigan, a Michigan
general partnership (the "Partnership"), has determined to
locate the Project within the corporate limits of the Village
of Mount Prospect and has requested that the Village of Mount
Prospect, in the exercise of the authority conferred by the
said Ordinance No. 2925, issue commercial development revenue
bonds to finance the cost of the construction and equipping
of a commercial building to be used as a K -Mart Store; and
WHEREAS, by reason of the matters hereinabove set
forth, the President and Board of Trustees of the Village of
Mount Prospect have found and determined that the issuance of
commercial development revenue bonds of the Village pursuant
to the said Ordinance No. 2925 would be for a public purpose
and in connection with a matter that pertains to the government
and affairs of the Village of Mount Prospect; and
WHEREAS, Maisel & Associates of Michigan previously
presented to the Village of Mount Prospect and the Village of
Mount Prospect reviewed and revised a Memorandum of Agreement
2
in connection with the proposed issuance of the commercial
�development revenue bonds which the Board of Trustees authorized
!the President of the Village of Mount Prospect to execute by
Resolution No. 22-79 passed and approved on July 17, 1979; and
1� WHEREAS, subsequent to the passage of said Resolution
!No. 22-79, Maisel & Associates of Michigan requested
'revisions in such Memorandum of Agreement; and
al WHEREAS, a revised version of such Memorandum of
(Agreement
is attached hereto as Exhibit A and incorporated
(herein by this reference; and
WHEREAS, under such revised Agreement, Exhibit A
hereto, the Village would agree, subject to the provisions
�1bf
the Agreement, to issue its revenue bonds to provide funds
1 1
'for the construction of such project; and
WHEREAS, the President and Board of Trustees of the
,Village of Mount Prospect have found and determined that
execution of the Agreement would be in the best interests of
the Village and desire to authorize the proper officers of the
iVillage to execute the same;
NOW, THEREFORE, BE IT RESOLVED BY THE President and
�Board of Trustees of the Village of Mount Prospect, Cook
ounty, Illinois, as follows:
SECTION ONE: the President and Board of Trustees
'(find as facts the matters hereinabove set forth.
SECTION TWO: The Village President be, and she is
.
... ......
ii hereby authorized to execute, and the Village Clerk be, and
,he is hereby authorized to attest, a Memorandum of Agreement
,with Maisel & Associates of Michigan in substantially the form
attached hereto as Exhibit A and made a part hereof by this
Leference.
SECTION THREE: The officers and employees of the
Village be, and they are hereby authorized to take, such
further action as may be necessary to carry out the intent
— 3 —
land purposes of the said Memorandum of Agreement when executed
IY
[land, subject to the provisions of the and compliance with the
iMemDrandum of Agreement, to prepare and submit to its'
j.President and Baord of Trustees such documents and drafts as
may be necessary to authorize the issuance of approximately
di
i�!Trwo Million Five Hundred Thousand Dollars ($2,500,000.00) of
� its Commercial Development Revenue Bonds upon the general
f��terms and conditions set out in the said Agreement for the
,,purpose of defraying the cost of the constructing and equipping
�,of said Project.
SECTION FOUR: This resolution shall be in full force
!land effect after its passage and approval in the manner provided
�i by law.
PASSED THIS 16th DAY OF Qctober--, 1979.
AYES: Farley, Floros, Miller, Richardson
Wattenberg
NAYS: Murauskis
ABSENT: None
APPROVED THIS 16th DAY OF October 1979.
Village President
FATTEST:
Village Clerk
MEMORANDUM 01' AGREEMENT
THIS MEMORANDUM OF AGREEMENT, made and
entered into this /6� ,/ day of 1979, by and
between the Village of Mount Prospect, a municipality
in Cook County, Illinois (the "Issuer"), and Maisel &
Associates of Michigan, a Michigan general partnership
(the "Partnership");
W I T N E S S E T H:
WHEREAS the Issuer is authorized under ii1--s
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 passed by the
J
Board of Trustees of the Issuer on July 17, 1979, as
from time to time supplemented and amended (the
"Ordinance"); to construct, acquire by gift or pur-
chase, reconstruct, improve, equip, better or extend
any commercial development project, and to acquire by
gift or purchase lands or rights in land in connection
therewith in order to relieve conditions of unemploy-
ment, and to encourage the economic development of the
municipality and to provide for the increased welfare
and prosperity of the residents of the municipality,
'"hereby reducing the evils attendant upon unemployment;
and
WHEREAS the Issuer is willing to issue its
commercial,development revenue bonds under and pursuant
to the provisions of the Ordinance and to make the bond
proceeds available to the Partnership for payment of. -
part of the cost of constructing and equipping a
commercial building (said building and equipment collec-
tively called the "Project"), to be located on a site
within the corporate limits of the Issuer, in the
shopping center commonly known as Mount Prospect Plaza,
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which site (referred to herein as "the Project site")
is leased by the Partnership from Cermak Plaza, Inc.,
an Illinois corporation ("Cermak"), pursuant to a loan
agreement to be entered into between the issuer and the
Partnership and subject to the conditions set forth
below; and
WHEREAS the Partnership desires to locate the
Project within the territorial limits of the Issuer and
to lease the Project to K Mart Corporation, a Michigan
corporation ("K Mart"):
NOW, THEREFORE, in consideration of the
premises and of the mutual undertakings herein ex-
pressed, 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 provisions and requirements of the
Ordinance and all applicable laws and to a sale of
the bonds on terms satisfactory to the issuer in
its sole judgment reasonably exercised, authorize,
issue, sell and deliver its commercial development
.revenue bonds in an approximate principal amount
not to exceed $2,500,000 and apply the proceeds
therefrom to the payment of the costs of the
Project upon completion thereof, provided that
prior to the issuance and delivery of such com-
mercial development revenue bonds:
(a) there shall have been entered into
between the Issuer and the Partnership a loan
agreement 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
commercial development revenue bonds and
- 3 -
which may restrict the class of persons to
whom such bonds may be offered and which
shall include a covenant by the Partnership
not to assign its interests in the Project so
long as construction and equipping of the
Project remains uncompleted and thereafter
until such time as all construction warran-
ties by the Partnership have expired; pro-
vided, however that this prohibition on
assignment shall not extend to any assign-
ments of the Partnership's interests to a
Trustee for the bondholders of any economic
development revenue, bonds issued for the
project; and,
(b) there shall have been entered into
between the Partnership and K Mart a lease
under terms and conditions satisfactory to
the Issuer and its counsel, including but not
limited to the obligation of K Mart, as
lessee, to pay rent at least sufficient to
pay principal and interest on the commercial
development revenue bonds so long as they
shall be outstanding; and
(c) K Mart shall have furnished its
written guaranty, unconditionally guaran-
teeing to the Issuer and the Trustee of the
commercial development revenue bonds the
payment of principal and interest therc-or, so
long as they shall be outstanding, together
with all costs and expenses incurred in the
collection thereof and such other amounts as
may be due and payable under the Indenture
securing the bonds, which guaranty shall be
satisfactory in form and substance to the
- 4 -
Issuer and its counsel and shall be accom-
panied by the opinion of K Mart's counsel
that it is a valid obligation legally en-
forceable in accordance with its terms.
(d) Cermak and all other holders or
owners of interests in the Project site shall
have entered into such agreements satisfac-
tory to the Issuer and its counsel, as shall
assure the holders of the commercial develop-
ment revenue bonds a first lien on the lease-
hold interest of the Partnership in the
Project and the Project site so long as the
bonds shall be outstanding which may include,
without limiting the foregoing, subordination
of any security interests therein and such
non -disturbance and attornment agreements
respecting the leasehold interest of the
Partnership in the Project Site and the K
Mart lease as Issuer may require; and
(e) the Ground Lease and such other
contracts, agreements and evidences of in-
debtedness as the Partnership shall have
entered into shall be acceptable to the
Issuer and its counsel; and
(f) the Partnership shall have paid
(i) any and all costs, fees and expenses
charged or incurred by the Issuer and its
counsel in connection with the Project and
(ii) a fee for the review and processing of
the Partnership's request for issuance of
said bonds. Costs and expenses shall in-
clude, but not be limited to, attorney's
fees, fees of financial consultants, charges
for administrative time of the Issuer, Tees
- 5 -
of any and all other consultants and any and
all other costs and expenses of the Village
incurred in connection with the Project.
Reimbursement for any attorney's fees in-
curred by the Issuer shall be at the normal
hourly rate of the Issuer's counsel- The fee
for reviewing and processing the Partnership
request shall be 1 1/4% for the first $2,000,000
of bonds issued plus 1% for any amounts in
excess of $2,000,000, of which $6,000 shall
be paid by the Partnership upon execution of
this Memorandum of Agreement with the balance
of the issuance fee to be paid on the date
the Partnership receives the proceeds from
the sale of the bonds. Costs, fees and
expenses of the Issuer and its counsel shall
be paid within ten (10) days of the receipt
of a bill therefor from the Issuer. In the
event commercial development revenue bonds
are not issued for the Project, the $6,000
to be paid by the Partnership upon the execu-
tion of this Memorandum of Agreement shall be
applied against the costs, fees and expenses
of the Issuer and its counsel, provided,
however, that if the costs, fees and expenses
of the Issuer and its counsel exceed said
deposit of $6,000 the Partnership shall. pay
such excess within ten (10) days after
receipt of a bill therefor from the Issuer;
and
(g) all documentation which may be
required pursuant to this Memorandum of
Agreement and all documentation relating to
- 6 -
issuance and sale of the bonds, including the
forms of opinions to be rendered with respect
to validity, exemption of interest on the
bonds from Federal income taxation and
compliance with Federal and state securities
laws, shall have been submitted to the Issuer
and approved by Issuer and its counsel as to
form and content, but no such approval shall
be deemed to be a representation to any -,-)arty
as to the validity of the b.onds or any docu-
ment relating thereto; and
(h) all documentation which may be
required pursuant to this Memorandum of
Agreement and all documentation relating to
issuance and sale of the bonds shall have
been submitted to and approved by bond
counsel as to form and content.
B. The Partnership represents and agrees:
1. That the Project will result in in-
creased employment and will increase economic
development within the municipality.
2. That if the proposed commercial develop-
ment revenue bonds (including the rate of interest
thereon) of the Issuer are satisfactory to the
Partnership, it will enter into a loan agreement
with the Issuer upon terms which will be sufficient
to enable the Partnership to pay the cost of the
Project as evidenced by such commercial develop-
ment revenue bonds to be issued for the account of
the Project, and will enter into appropriate
contracts with the Issuer with regard to the
foregoing and into a lease with K Mart for the
- 7 -
term and at the rentals prescribed in Section A
l(b) hereof, prior to the issuance and delivery of
any such commercial development revenue bonds by
the Issuer.
3. That the statement of assets and liabil-
ities attached hereto as Exhibit A, truly and
accurately reflects the financial condition of E.
N. Maisel & Associates as of the date thereof and
that the consolidated financial position of E. N.
Maisel & Associates and Maisel & Associates of
Michigan has not been adversely affected since the
date of that statement. Maisel & Associates shall
submit an acceptable financial statement for 1978
to the Village not later than thirty (30) days
from the date hereof.
C. It is further recognized and agreed between
the Issuer and the Partnership as follows:
1. That the commercial development revenue
bonds to be issued by the Issuer shall never con-
stitute an indebtedness of the Issuer or a loan of
credit thereof within the meaning of any constitu-
tional or statutory provision, and such fact shall
be plainly stated on the face of each of said
bonds. No holder of any of said bonds shall ever
have the right to compel any exercise of the
taxing power of the Issuer to pay said bonds or
the interest thereon. The principal of, premium,
if any, and interest on such commercial development
revenue bonds to be issued;to finance the cost of
the project shall be secured by the payments to be
made under the loan agreement, by a first mortgage
on the Project and the Project site and shall be
additionally secured by a pledge of the aforesaid
- 8 -
lease between the Partnership and K Mart and the
guaranty of K Mart as described in Section A l(c)
�s above.
2. That, if for any reason the aforesaid
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
instituted hereunder or under any other agreec-tent
relating hereto.
3. That this agreement shall inure to the
benefit of the Issuer and the Partnership and
their respective successors and assigns provided,
however, that this Agreement may not be assigned
or otherwise transferred by the Partnership.
4. That this agreement may be executed in
separate counterparts, all of which shall be
deemed a single instrument.
5. If satisfactory documents as required
hereinabove are not provided to the Issuer and
bonds have not been issued within twelve months of
the date of this Memorandum of Agreement, this
Memorandum of Agreement shall be of no further
force and effect and=therights and obligations of
the parties herein shall cease.
IN WITNESS WHEREOF, the Issuer, acting by and
through its Board of Trustees, has caused its corporate
name to be hereunto subscribed by its duly authorized
President and attested under its official seal by its
Village Clerk, and Maisel & Associates of Michigan has
caused its name to be hereunto subscribed by its duly
- 9 -
authorized General Partner, all being done as of the
Vyear and date first above written.
ATTEST:
Village Clerk
VILLAGE OF MOUNT PROSPECT, ILLINOIS
By
Village sident
MAISEL & ASSOCIATES OF MICHIGAN
By�
General. Partner
0
Viliage of Mc- it Prospect
Mount Prospect, Illinois
INTEROFFICE MEMORANDUM ILII
TO: MAYOR AND BOARD OF TRUSTEES
FROM: ASSISTANT VILLAGE MANAGER
DATE: JULY 10, 1981
SUBJECT: CHANGES IN THE CABLE TV FRANCHISE AGREEMENT
Attached is the list of changes that will be made to the
CATV Franchise Agreement with Cablenet. Cablenet has
generally conceded to all of the changes requested by the
Village Board at the 7/7/81 meeting. These changes are
significant since the "favore<3 nation's" clause of Section 32
requires all changes to the Agreement to be automatically
given to the other 10 municipalities participating with us
in the franchising with Cablenet.
Two principal questions raised at the 7/7/81 meeting remain
to be answered. First, the regulation of advertising and
fees for advertising are questions that must be reviewed
by Attorney Richard Houpt. At this time, Mr. Houpt questions
whether any additional tax or fee can be levied on local
advertisers who use the cable channels because that advertising
is already included in the gross revenues of the cable company
of which the Village receives 5%. The Village may be able
to regulate the amount or frequency of advertising and Mr.
Houpt will explore this issue and present an opinion Tuesday
night.
Secondly, the expenses incurred by the Village during the
period in which it has worked on franchising cable TV are
outlined in the attachments below. The municipalities
franchising with Cablenet generally agreed in May that staff
time would not be included in the list of expenses that
would be reimbursed. Mount Prospect did not vote in favor
of this when the question was raised because it had already
been directed to request that staff time be included in any
such expense reimbursement. Whatever the Village Board
decides to do regarding reimbursement for expenses, the
results of our decision will be carried over to the other
municipalities. The general excuse given by other municipalities
for not requesting reimbursement of staff time was their
inability to calculate that time. Mount Prospect's calculation
of the time is based upon an accurate list of the meetings
attended and memos or other reports that were written during
this period. Time required for these reports is undoubtedly
an estimate but I feel it is as accurate as we can possibly
get.
MWO
4
5
5
9
11
12
13
13
16
17
20
SECTION
3(a)
Add: Municipal between Northwest and
Conference
3(a)
Take out items #9 and #12. #9 is a
duplicate and J�12 is not an acceptable
piece to serve as an exhibit.
3(c)
Correct spelling "renew"
3(d)
After "commencement of" change the last
3 lines to read, "its operations in
accordance with ordinance #3120 and
this Franchise Agreement, including but
not limited to FCC approval of a franchise
fee of 5% of gross revenues and any
special licenses or permissions associated
therewith. I
6(d)
Add the following to this paragraph. "If
the franchisee determines that a line
extension is not economically feasible,
then it may request the Village for relief
from this provision. The Village may or
may not grant such relief, however, the
request may not be unreasonably denied.
10(a)
Correct twenty to read "twenty (20)"
10(i,3)
Complete paragraph with following,
realistically expected with a combination
of phase -locked and non -locked carriers."
10(i,4)
Correct spelling of "concerning"
13(a,3)
Take out existing paragraph and add the
following: Permit fees for construction
of the Franchisee's cable line shall be
waived. The Grantee may charge the
Franchisee for "out of pocket" expenses
for inspectional services performed during
construction of the cable system or for
"out of pocket" expenses incurred during
inspection in response to complaints
received by the Grantee about the system
construction or work performed by the
Franchisee for any individual subscriber
drops or installations.
13(a,4)
The Grantee may charge the Franchisee for
"out of pocket" expenses incurred for the
review of preliminary or final.engineering
plans and specifications for the cable
system. All construction and engineering
plans must be approved by the Grantee
before the commencement of construction
on any part of the cable system.
14(a)
Add Exhibit
15
Add Exhibit
18(a)
Add the addTe-sses--of the 3 fire houses:
Fire Station #1
112 East Northwest Highway
PAGE SECTION
20 18(a) Fire Station f2
1601 West Golf
Fire Station #3
200 East Kensington
21 19(a) Change Forest View High School to
Forest View Elementary
Take out Wheeling and Elk Grove
Townships
25 19(d) Add after "Franchisee may"...the
following: "with concurrence of the
municipality" require
29 24(c,5) Add new sentence to end of paragraph:
"Rates far all political announcements
will be uniform and non-discriminatory."
30 27(a) Enter amount of dollars to be reimbursed.
FRANCHISING EXPENSES
A. Per NWMC Form:
Legal $3375
Consultants $1500
Travel $ 21
Photocopying $ 400
�-5 9
B. Expenses including staff time:
Legal
- Ross, Hardies = 11 hours
- Pedersen & Houpt
1980 = 16 hours
1981 = 18 hours
Photocopying
- 8000 pieces @ 5( each
Consultants
- Initial contribution to
NWMC for Malarkey, Taylor
report and staff work
Travel
- 10 meetings at Wheeling
Township Hall 9.4 miles
each trip @ $.22/mile
Staff Time
- Assistant Village Manager
1979 to 1980 Time:
5% @ $11.92/hour = $1163
1980 to 1981 Time:
10% @ $12.75/hour = $2488
Total
$ 825
$1200
$1350
$3375
$ 400
$1500
$ 20.68
$3651
- Secretary
1979 to 1980 Time:
2% @ $7.18/hour = $280
4% @ $7.82/hour = $610
Total $ 890
EXPENSE RECAP
Legal $3375
Photocopying $ 400
Consultants $1500
Travel $ 21
Staff Time $4541
9837