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Home My WebLink About94-182 Resolution No. 94-182 RESOLUTION AUTHORIZING EXECUTION OF AN AGREEMENT WITH MCSHANE CORPORATION AND OLIVE CAN COMPANY BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that George VanDeVoorde, Mayor, and Dolonna Mecum, City Clerk, be and are hereby authorized and directed to execute an agreement on behalf of the City of Elgin with McShane Corporation and Olive Can for the assignment of a certain note and mortgage on the Olive Can Corporation property in the Fox Bluff Corporate Center, a copy of which is attached hereto and made a part hereof by reference. s/ George VanDeVoorde George VanDeVoorde, Mayor Presented: July 13, 1994 Adopted: July 13, 1994 Vote: Yeas 5 Nays 0 Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk ' This instrument prepared by: Sidney G. Saltz JENNER & BLOCK One IBM Plaza Chicago, IL 60611 AGREEMENT This Agreement is made and entered into as of the 18th day of April, 1994 by and among the City of Elgin, an Illinois municipal corporation ("Elgin") , McShane Corporation, an Illinois corporation, formerly known as McShane Construction Corp. , an Illinois corporation ("McShane") , and Olive Can Company, an Illinois corporation ("OCC") . R E C I T A L S A. Elgin is the holder of a certain secured Promissory Note (the "Note") dated September 2 , 1993 executed by McShane, in the original principal amount of Five Hundred Thirteen Thousand One Hundred Twenty-Two and no/100 Dollars ($513 , 122 . 00) . B. The Note is secured by a mortgage (the "Mortgage") dated September 2 , 1993 executed by McShane, recorded as Document No. 93K68271 with the Kane County, Illinois Recorder, encumbering a portion of certain property owned by McShane commonly known as 1111 Bowes Road, Elgin, Illinois, and more particularly described on Exhibit A attached hereto (the "Property") . C. McShane conveyed the Property to OCC by a Special Warranty Deed dated April 18, 1994 and OCC took title of the Property, subject to the Mortgage. D. Elgin desires to release McShane from its obligations (the "Obligations") under the Note and Mortgage (hereinafter collectively referred to as the "Loan Documents") and OCC desires to assume the Obligations. AGREEMENT In consideration of the payment of Ten Dollars ($10. 00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Elgin, McShane and OCC hereby agree as follows: 1. Incorporation of Recitals. The Recitals set forth above are incorporated herein as if fully set forth herein. 2 . Assumption of Obligations. OCC hereby assumes and agrees to abide by the Obligations. 3 . Release. In consideration of said assumption and agreement to abide, Elgin does hereby release McShane from its liability for the Obligations, but such release shall not be deemed to terminate the Obligations or release the lien of the Mortgage. 4 . Governing Law. This Agreement shall be governed by the laws of the State of Illinois. The parties have caused this Agreement to be executed as of the date first written above. CITY OF LGIN By: Mayor f Attest: By: City Clerk McSHANE CORPORATION, an Illinois corporation By: Name• Title: OLIVE CAN COMPANY, an Illinois corporati �:.�G� / i By Name* Title: ! SZL40528.AGR -2- STATE OF ILLINOIS ) ss. COUNTY OF KANE ) I, Nancy Roll , a Notary Public in and for said County, in the State aforesaid, do hereby certify that George VanDeVoorde , personally known to me to be the Mayor and Dolonna Mecum , personally known to me to be the City Clerk of the CITY OF ELGIN, an Illinois municipal corporation, and personally known to me to be the same persons whose names are subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that they signed and delivered the said instrument as Mayor and City Clerk and caused the Seal of the City of Elgin to be affixed thereto, as their free and voluntary act and as the free and voluntary act and deed of said City of Elgin, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal this 14 day Of 199. IAL SEAL STATE OF ILLINOIS > NANCY ROLL ss. [NOTARY PUBLIC, STATE OF 'ILLINOIS� COUNTY OF �=sx�irsu1�,`9`7� I, �'�rIX J, t3otnocvski a Notary Public in and for said County, in the State aforesaid, do hereby certify that Me c 4 6/ L personally known to me to be theGl/<G of McSHANE CORPORATION, an Illinois corporation duly licensed to transact business in the State of Illinois and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that he signed and delivered the said instrument asra��ac"«..0 UL �r^�_a=-} of said corporation, aod-ea&umad pursuant to authority given by the Board of Directors of said corporation, as his/her free and voluntary act and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth. GIVEN under my hand and Notarial Seal this day of 19 qy . ary" Pkiblic LNotary CIAL SEAL" J. Bojanowski lic, State of Illinoison Expires 2/17/96 -3- STATE OF ILLINOIS ) ss. COUNTY OF KANE ) I, S4 G S a (t z - a Notary Public in and for said County, in the State aforesaid, do hereby certify that MICHAEL P. ARMATO, personally known to me to be the Executive Vice President of OLIVE CAN COMPANY, an Illinois corporation, and personally known to me to be the same person whose name is subscribed to the foregoing instrument, appeared before me this day in person and severally acknowledged that he signed and delivered the said instrument as Executive Vice President of said corporation, and caused the Corporate Seal of said corporation to be affixed thereto, pursuant to authority given by the Board of Directors of said corporation, as his free and voluntary act and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set f rth. �- GIVEN under my hand Nota 'a eat this -7W day of V , 19 . Nota y Public F IAL SEAL" G SALTZ c, State of Illinois Expires Oct. 3, 1994 —4— a El Agenda Item No. July 6, 1994 TO: Mayor and Members of the City Council FROM: Richard B. Helwig, City Manager SUBJECT: Assignment of Note and Mortgage on Olive Can Property in the Fox Bluff Corporate Center PURPOSE To request City Council approval of a proposed _agreement providing for the assignment of a certain note and mortgage on the Olive Can Corporation property in the Fox Bluff Corpo- rate Center. BACKGROUND The Council will recall that in September of 1993 the Olive Can Corpos=:_ b,_:;;;,abed property in the Fox Bluff Corporate Center. The agreement included the City accepting a note in the amount of $513, 122 . The note is secured by a mortgage recorded against the property. The loan is required to be paid back in three annual installments in September of 1994, 1995, and 1996 . For tax purposes, Olive Can had its building contractor McShane Construction Company take title to the subject proper- ty at the purchase in September of 1993. McShane Construc- tion Company was also the obligated party under the note and mortgage with Olive Can also signing a personal guarantee of the loan. McShane Construction Company conveyed the property back to Olive Can Company on April 18, 1994 . Olive Can Company now bolds title to the subject property. As a result of Olive Can Company's personal guarantee for the debt, McShane has no personal liability for the loan. Howev- er, because McShane signed the note and mortgage documents, it must continue to show the existence of the loan on its financial statements. McShane and Olive Can are therefore requesting that the City agree to the formal assignment of the note and mortgage to the Olive Can Company. The proposed agreement is attached to this memorandum. FINANCIAL IMPACT Hone. LBGR . IMPACT None. Olive Can would continue to be fully obligated to repay the note. The agreement would not affect the City's security in the property as a result of the continuing mort- gage. RECONMNDATIONS It is recommended that the Council approve the attached agree- ment providing for the formal assignment of the subject note and mortgage to the Olive Can Corporation. Respectfully submitted, Richard B. Helwig City Manager WAC/nr Attachment