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HomeMy WebLinkAbout79-0926 Elgin Business Forms -09a10 ti RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MEMORANDUM OF INTENT BY AND BETWEEN THE CITY OF ELGIN, COOK AND KANE COUNTIES, ILLINOIS, AND ELGIN BUSINESS FORMS, INC. , AN ILLINOIS CORPORATION, PROVIDING FOR THE ISSUANCE BY SAID CITY OF ITS REVENUE BONDS PURSUANT TO THE PROVISIONS OF ORDINANCE NO. S7-75, AS SUPPLEMENTED AND AMENDED BY ORDINANCE NO. S2-78 OF SAID CITY.. WHEREAS, the City of Elgin, Cook and Kane Counties, Illinois, (herein- after called the "City") , recognizes that it is necessary and in the best interests of the City to relieve conditions of unemployment, and to encourage econanic development within and near the City, thereby reducing the evils attendant upon unemployment, and to provide for the increased welfare and prosperity of the residents of the City; and WHEREAS, the City is an Illinois home rule municipality authorized under the provisions of Article VII, Section 6, of the Illinois Constitution of 1970, and Ordinance No, S7-75 adopted by the City Council of the City on July 23, 1975, as supplemented and amended by Ordinance No. S2-78 adopted by the City Council of the City on March 8, 1978 (collectively, the "Enabling Ordinance"), to finance in whole or in part the cost of the acquisition, purchase, construction, reconstruction, improvement, equipping, betterment or extension of economic development projects in order to encourage economic development within or near the City; to lease, sell or finance the same to or for any person; and to provide for the issuance of revenue bonds in conjunction therewith; and WHEREAS, the City, in order to implement the public purposes enumerated in the Enabling Ordinace, and in furtherance thereof to induce Elgin Business Forms, Inc. , an Illinois corporation (the "Company"), to acquire, construct and equip an addition to an existing manufacturing facility to be located wholly within the corporate limits of the City (the "Project") , has indicated its willingness to issue its revenue bonds under and pursuant to the provisions of the Enabling Ordinance, and to apply the proceeds to be derived from the sale thereof to the financing of the costs of the Project; and WHEREAS, the Company, after considering a number of possible plant locations within and outside of the State of Illinois, and in reliance upon the intent of the City to finance the costs of the Project through the issuance of its revenue bonds under and pursuant to the provisions of the Enabling Ordinance, has determined to remain in the City and locate the Project within the corporate limits of the City; and WHEREAS, it is now deemed advisable to authorize the execution and delivery by the City of a Memorandum of Intent expressing formally in writing the understanding heretofore informally agreed upon by the City and the Company. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, COOK AND KANE COUNTIES, ILLINOIS: Section 1. The Mayor is hereby authorized and directed to execute a Memorandum of Intent by and between the City and the Company, and the City Clerk is hereby authorized and directed to affix the seal of the City thereto and to attest the same; and said Mayor and said City Clerk are hereby authorized and directed to cause said Memorandum of Intent to be delivered to, accepted and executed by, the Company, said Memorandum of Intent, which is hereby approved and incorporated by reference and made a part of this authorizing resolution, to be in substantially the form attached hereto as Exhibit A. r Section 2. All resolutions and orders, or parts thereof, in conflict with the provisions of this resolution are, to the extent of such conflict, hereby repealed, and this resolution shall be in immediate effect from and after its adoption. Adopted and approved this 26th day of September, 1979. s/ Richard L. Verbic Richard L. Verbic, Mayor Presented: September 26, 1979 Adopted: September 26 , 1979 Vote: Yeas 7 Nays 0 Recorded: Attest: s/ Marie Yearman Marie Yearman, City Clerk MEMORANDUM OF INTENT THIS MEMORANDUM OF INTENT, made and entered into this 26th day of September, 1979, by and between the CITY OF ELGIN, a home rule municipality in Cook and Kane Counties, Illinois (the "City" ) , and ELGIN BUSINESS FORMS, INC. , an Illinois corporation (the "Company" ) ; WITNESSET H: WHEREAS, the City recognizes that there currently exists substantial unemployment in and around the City, and that it is necessary and in the best interests of the City to relieve conditions of unemployment, and to encourage economic development within and near the City, thereby reducing the evils attendant upon unemployment, and to provide for the increased welfare and prosperity of the residents of the City; and WHEREAS, the City is authorized under the provisions of Article VII , Section 6, of the Illinois Constitution of 1970, and Ordinance No. S7-75, adopted by the City Council of the City on July 23 , 1975, as supplemented and amended by Ordinance No. S2-78 adopted by the City Council of the City on March 8, 1978 (collec- tively, the "Enabling Ordinance" ) , to finance in whole or in part the cost of the acquisition, purchase, construction, reconstruction, improvement, equipping, betterment or extension of economic development projects in order to encourage economic development within or near the City; to lease, sell or finance the same to or . • for any person; and to provide for the issuance of revenue bonds in conjunction therewith; and WHEREAS, the City, in order to implement the public purposes enumerated in the Enabling Ordinance, and in furtherance thereof to induce the Company to acquire, construct and equip an addition to an existing manufacturing facility to be located wholly within the corporate limits of the City (the "Project" ) , has indicated its willingness to issue its revenue bonds under and pursuant to the provisions of the Enabling Ordinance, and to apply the proceeds to be derived from the sale thereof to the financing of the costs of the Project; and WHEREAS, the Company, after considering a number of possible plant locations within and outside the State of Illinois, and in reliance upon the willingness of the City to finance the costs of the Project through the issuance of its revenue bonds under and pursuant to the provisions of the Enabling Ordinance, has determined to remain in the City and locate the Project within the corporate limits of the City; and WHEREAS, it is now deemed advisable to express formally and in writing the understanding heretofore informally discussed by the parties hereto: NOW, THEREFORE, in consideration of the premises and of the mutual undertakings herein expressed, the parties hereto recognize and intend as follows : A. The City represents and intends that: 1 . The City is authorized by the provisions of the Enabling Ordinance to finance the costs of the Project, and -2- • t. for the purpose of paying the cost of the acquisition, construction and equipping thereof, including expenses incidental thereto, is authorized as aforesaid to issue its revenue bonds payable from the revenues and income to be derived by the City from the Project. 2 . The City intends, subject in all respects to the provisions and requirements of the Enabling Ordinance, and to a sale of the bonds on terms mutually satisfactory to the Company and the City, to authorize, issue, sell and deliver its revenue bonds, to be issued in one series in an aggregate • principal amount of approximately $1, 325, 000, the exact amount to be fixed by resolution or ordinance of the City at a later date and agreed to by the Company (but not to exceed the costs of the Project, including expenses incidental thereto, as estimated at the time of issuance of such revenue bonds ) , and apply the proceeds derived therefrom to the payment of the costs of the Project, provided that prior to the issuance, sale and delivery of such revenue bonds of the City there shall have been entered into by and between the Company and the City appropriate and mutually agreed upon financing agreements and related contracts upon terms which will comply with the provisions of the Enabling Ordinance and which will provide for the payment by the Company of amounts which will be sufficient in the aggregate to enable the City to pay the principal of, redemption premium, if any, and interest on such revenue bonds, and all of the City' s other expenses in connection therewith. -3- . o 3 . The financing of the Project by the City is for a proper public corporate purpose, and is necessary in order to implement the public purposes enumerated in the Enabling Ordinance. B. The Company represents and intends that: 1 . The Project will result in a net increase in employment within the City. 2 . If the proposed revenue bonds (including the rate of interest thereon) of the City are satisfactory to the Company, the Company will enter into financing agreements with the City upon terms which will be sufficient in the aggregate to pay the principal of, redemption premium, if any, interest on such revenue bonds to be issued for the account of the Project, and to create and maintain a debt service reserve fund, if necessary, as well as certain costs, fees, charges and expenses incidental thereto, and will enter into such appropriate contracts with the City with regard to the foregoing, prior to the issuance, sale and delivery of any such revenue bonds by the City. 3 . The Company intends during the term of any such financing agreements and contracts to cause the Project to be continuously used or occupied primarily as (i ) a manufac- turing facility for the Company, and (ii ) an "economic development project, " within the meaning of the Enabling Ordinance . C. It is further recognized and intended by the parties hereto, as follows, that: -4- 1 . The revenue bonds to be issued by the City shall never constitute an indebtedness of the City or a loan of the credit thereof within the meaning of any constitutional or statutory provision, and such fact shall be plainly stated on the face of each of said revenue bonds . No holder or owner of any of said revenue bonds shall ever have the right to compel any exercise of the taxing power of the City to pay the principal of, redemption premium, if any, or interest on said revenue bonds. The principal of, premium, if any, and interest on such revenue bonds to be issued to finance the costs of the Project shall be secured by a pledge to a trustee acting under an indenture of trust for the benefit of the holders and owners of said revenue bonds, or by a pledge directly to the holders and owners of said revenue bonds, of the revenues and income to be derived by the City from the Project; and may be further secured by a mortgage on the Project; and shall be additionally secured by a pledge to said trustee, or the holders and owners of said revenue bonds, of certain of the City' s rights and remedies under the aforesaid financing agreements to be entered into by and between the City and the Company. 2 . A primary inducement to the Company in remaining within, and in locating the Project within, the City is the intent of the City to finance the Project through the issuance of its revenue bonds pursuant to the provisions of the Enabling Ordinance. -5- 3 . It is desirable that the Company rather than the City arrange for the construction of the Project in order to insure that the Project will conform to the requirements of the Company, for whose use the Project is to be designed. 4. All commitments of the parties hereto are subject to the condition that, on or before 365 days from the date hereof (or such other date as shall be mutually satisfactory to each of the parties hereto) , the parties hereto shall have agreed to mutually acceptable terms for the revenue bonds, and the sale and delivery thereof, and mutually acceptable terms and conditions of all necessary financing agreements, contracts and instruments . 5. This Memorandum of Intent shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however, that in the event that the revenue bonds of the City are not issued, sold or delivered, for any reason, as contemplated herein, there shall be no liability on the part of the City or the Company, or any of their officers or employees, for such non-issuance or non- delivery; and provided further that in the event that the revenue bonds of the City are not issued, sold or delivered as contemplated herein, the Company shall reimburse the City for all expenses incurred by the City in anticipation of such issuance, sale and delivery, and shall not be entitled to any reimbursement of advance deposits made by the Company with the City, or for any expenditure made by the Company or any of its agents in reliance upon the issuance of said revenue bonds . -6- 6 . This Memorandum of Intent may be executed in separate counterparts , all of which shall be deemed a single instrument. IN WITNESS WHEREOF, the CITY OF ELGIN, ILLINOIS, has caused its corporate name to be here ; ubscribed by Richard L. Verbic, its duly authorize• Mayor, and attested under its official seal by Marie Yearman, its duly authorized City Clerk, and ELGIN BUSINESS FORMS, INC. , has caused its corporate name to be hereunto subscribed by Thomas Weger, its duly authorized President, and attested under its corporate seal by Thomas Edwards, its duly authorized Executive Vice President, all being done as of the year and date first above written. CITY OF ELGIN, ILLINOIS By v -ileA Mayor (SEAL) Attest: City Clerk ELGIN BUSINESS FORMS, INC. By Presiders (SEAL) Att st: Executive Vice President -7- \ _ • .•• r L) SY 1'4 71-1g-r4( -5 444 V