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HomeMy WebLinkAbout79-1115 Elgin Sweeper :y �Q(- t1lS MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Elgin, Illinois, party of the first part (hereinafter referred to as the "Issuer") and Elgin Sweeper Company, .a Delaware corporation, party of the second part (hereinafter referred to as the "Company") . 1 . Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following: (a) That the Issuer is authorized and empowered by Ordinance No. 52-78, as amended (the "Act") to issue revenue bonds for the purpose of financing a project for the Company comprising an addition to an existing plant consisting of a building, equipment and furniture (the "Project" ) . (b) In view of rising construction costs it is con- sidered essential that construction of the Project be commenced at the earliest practicable date. At the same time, the Company wishes to commence construction of the Project only after satisfactory assurances from the Issuer that the proceeds of the sale of the revenue bonds of the Issuer will be made available' to finance the Project. (c) The Issuer considers that the financing by the Issuer for the Company will promote and further the purposes of the Act and the public purposes of the Issuer. 2. Undertakings on the Part of the Issuer. Subject to the conditions above stated, the Issuer agrees as follows : (a) That it will authorize the issuance and sale of its revenue bonds, pursuant to the terms of the Act as then in force, in an aggregate principal amount of up to approximately . $1,500,000 (or such other amount necessary to finance the Project) to pay costs of financing the Project. (b) That it will cooperate with the Company to endeavor to find a purchaser or purchasers for the bonds , and if purchase arrangements satisfactory to the Company and the Issuer can be made, it will adopt such proceedings and -authorize the execution of such documents as may be necessary or desirable for the authori- zation, issuance and sale of the bonds and the financing of the Project by the Issuer, as aforesaid, all as shall be authorized by law and mutually satisfactory to the Issuer and the Company. (c) That the aggregate basic amounts to be used to pay the principal , interest and premium, if any, on the bonds payable under the instrument or instruments whereby the Project shall be financed for the Company, shall be paid by the Company SCAN'''0 and such sums shall be sufficient to pay the principal of and interest and premium, if any, on the bonds as and when the same shall become due and payable. (d) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof, but only subject to its approval of the terms and feasibility of such financing . 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 bonds in an aggregate principal amount necessary to pay costs of financing the Project. (b ) That it will construct the Project, which is expected to create fifteen to twenty new jobs. (c ) That contemporaneously with the delivery of the bonds, the Company will enter into a loan, sale, financing, lease or other agreement (hereinafter called the "Financing Agreement" ) with the Issuer under the terms of which the Company will obligate itself to pay to the Issuer sums sufficient in the aggregate to pay the principal of and interest and premium, if any , on the bonds as and when the same shall become due and payable, such Financing Agreement to contain provisions required by law and such other provisions as shall be mutually acceptable to the Issuer and the Company. (d) That it will take such further action and adopt such proceedings as may be required to implement its 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 are subject to the conditions that on or before one year from the date hereof (or such other date as shall be mutually satisfac-tory to the Issuer and the Company) , the Issuer and the Company shall have agreed to mutually acceptable terms for the bonds and of the sale and delivery thereof, and mutually acceptable terms and conditions of the Financing Agreement-- and the proceedings referred to in paragraphs 2 and 3 hereof. (b) If the events set forth in (a) of this paragraph do not take place within the time set forth or any extension thereof and the bonds are not sold within such time, the Company agrees that it will reimburse the Issuer for all reasonable and necessary direct out—of—pocket expenses which the Issuer may incur at the Company' s request arising from the execution of —2— -1;t this Agreement and the performance by the Issuer of its obli- • gations hereunder, and this Agreement shall thereupon terminate. (c) The Issuer reserves the right , in its sole discre- tion and with or without any stated reason, to withdraw from any obligation hereunder to issue bonds with no further obligation to the Company; Issuer shall not be or become liable to the Company for any costs or other expenses which the Company may have incurred for the Project in reliance upon Issuer's undertaking to authorize issue and sell any bonds to finance Project . IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 15th day of November , 1979. CITY OF ELGIN, ILLINOIS Attest: B `7 y )1"4-44-4( —�' - _ - It s Mayor i1 City Clerk ` ELGIN SWEEPER COMPANY By G -P QV 13/2+ It S Vice President_ & Treasurer r Attest: 2 i k)s14 _ - Secretary -3-