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HomeMy WebLinkAboutRes 14-86 06/03/1986 REA249/JLT/788430-a/2/0S1486 RESOLUTION NO. 14-86 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS AND WICKES ASSET MANAGEMENT, INC. , A SUBSIDIARY OF WICKES COMPANIES, INC., REGARDING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS. WHEREAS, Wickes Asset Management, Inc., a Delaware corporation (the "CompanyH), which Company is a wholly-owned subsidiary of Wickes' Companies, Inc., a Delaware corporation (the "Parent Company"), wishes to finance the acquisition of a certain parcel of real estate containing approximately 8.02 acres located at 852 Feehanville Drive and shell building located thereon containing approximately 63,600 square feet, within the boundaries of the Village of Mount Prospect, Illinois, and the construction therein of certain improvements and the installation therein of certain equipment, which land, building and equipment (the "projectlt) will be owned by the Company and used by the Company or other wholly-owned subsidiary of the Parent Company as a general purpose office facility (provided that a portion of the Project may be leased temporarily to third parties), and wishes to have the Village of Mount Prospect, Illinois (the II Issuer") issue its revenue bonds to provide for the acquisition and construction of such facility on such real property; WHEREAS, a Memorandum of Agreement has been presented to the Issuer under the terms of which the Issuer agrees, subject to the provisions of such agreement, to issue its revenue bonds to provide such real property and such facility; NOW, THEREFORE, Be It Resolved by the President and Board of Trustees of the Village of Mount Prospect, Illinois, as follows: 1. That the President of the Village Board of the Issuer is hereby authorized to execute a Memorandum of Agreement with the Company in substantially the form of such agreement as was presented to this meeting or with such changes therein as shall be approved by the officers executing the same. 2. That the off icers and employees of the Issuer 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 to cause not to exceed $5,000,000 of its revenue bonds to be issued upon the terms and conditions stated in such Memorandum of Agreement with respect to the real property and facilities described in the Memorandum of Agreement, which Memorandum of Agreement is hereby made a part of this Resolution. 3. That this resolution constitutes "official actionll by the Issuer under the Internal Revenue Code of 1954, as amended, and any applicable regulations promulgated thereunder. 4. That this Resolution shall be in full force and effect from and after its passage and approval as provided by law. VILLAGE OF MOUNT PROSPECT By Cevc~# ~ Preside of the Village Board (SEAL) 7~JI~k Vlllage Clerk AYES: Arthur, Farley, Murauskis, Van Geem NAYS: None ABSENT OR NOT VOTING: Floras, Wattenberg -2- MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the VILLAGE OF MOUNT PROSPECT, ILLINOIS, a municipality and home rule unit under the laws and Constitution of the State of Illinois (the "Issuer!'), and WICKES ASSET MANAGEMENT, INC., a Delaware corporation (the "Company") which Company is a wholly ovmed subsidiary of WICKES COMPANIES, INé., a Delaware corporation (the IIparent Company"). 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in this Agreement are the following: (a) The Issuer is authorized pursuant to its powers as a home rule uni t and Ordinance No. 2925, as amended and supplemented (the "Enabling Ordinance"), to issue its revenue bonds to finance industrial or economic development projects. (b) The Company intends to acquire a certain parcel of real estate containing approximately 8.02 acres located at 852 Feehanville Drive and shell building located thereon containing approximately 63,600 square feet, within the boundaries of the Village of Mount Prospect, Illinois and construct improvements and install equipment into -the shell building T which land, building and equipment (the "Project") will be owned by the Company and used by the Company or other wholly owned subsidiary of the Parent Company, as general purpose office facility (provided that a portion of the Project may be leased temporarily to third parties), with the resulting benefit of retaining or increasing employment in the Village of Mount Prospect, Illinois. The Project is expected to cost approximately $5,000,000.00. The Company has requested that the Issuer assist the Company in defraying the cost of acquisition, improving and equipping of the Project by issuing its revenue bonds (the "Bonds"). (c) The proposed financing will contribute to increased employment opportunities, the increase of industry and other benefits for the Issuer and its residents. (d) The Bonds of the Issuer shall be limited obligations of the Issuer payable solely out of the revenues and receipts der ived from the Company I s subsidiary; the proceeds of the Bonds will be loaned to the Company, and the Company will pay to the Issuer amounts sufficient to pay the principal of, premium, if any, and interest on the Bonds. No holder of any Bond shall have the right to compel any exercise of the taxing power of the Issuer, the State of Illinois or any poli tical subdivision thereof and the Bonds shall not consti tute an indebtedness or a loan of credi t of the Issuer, the State of Illinois or any poli tical subdivision thereof. (e) The Issuer finds that the financing as herein described will further the purposes of the Enabling Ordinance. Subject to due compliance wi th all requirements of law, the Issuer, by virtue of such legal authority as may now or hereafter be conferred, and subject to receipt of adequate assurance from the Company that there are one or more purchasers for the Bonds, will issue and sell the Bonds in an amount not to exceed $5,000,000 to pay the costs of the Project. 2. Undertakings on the Part of the Issuer. Subject to the çonditions above stated, the Issuer agrees as follows: (a) That it will authorize the issuance and sale of the Bonds pursuant to the Enabling Ordinance, as then in force; provided, however, that, the Issuer and the Company may find it more desirable for the Issuer to issue the Bonds pursuant to some other statutory authority; in such event, the revenue bonds of the Issuer may be issued pursuant to such statutory authority other than the Enabling Ordinance. (b) That it will enter into a loan agreement or other agreement or instrument with the Company, whereby the Company will pay to or on behalf of the Issuer 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. (c) That it 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. 3. Undertakings on the Part of the Company. Subject to the conditions above stated, the Company agrees as follows: (a) That it will use all reasonable efforts to find one or more purchasers for the revenue bonds of the Issuer. (b) That contemporaneously with the delivery of such revenue bonds it will enter into a loan agreement or other agreement or instrument, with the Issuer, under the terms of which the Company will obligate itself to pay to or on behalf of the .Issuer sums sufficient in the -2- 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. (c) That it will take such further action and adopt such further proceedings as may be required to implement aforesaid undertakings or as it may deem appropriate in pursuance thereof. 4. General Provisions. (a) All commitments of the Issuer under paragraph 2 hereof and of the Company under paragraph 3 hereof shall terminate on June 1, 1987. IN WITNESS WHEREOF the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the day of June, 1986. VILLAGE OF MOUNT PROSPECT, ILLINOIS By: President of the Village Board WICKES ASSET MANAGEMENT, INC. By: Its: -3-