85-0603 Jorgensen Quantum Data SS-0603
MEMORANDUM OF AGREEMEIT
THIS MEMORANDUM OF AGREEMENT is •etween the City of
Elgin, Illinois (the "Issuer") and Allen G. Jorgensen and Ann C.
Jorgensen (collectively the "Borrower") .
1 . Preliminary Statement. Amon• the matters of mutual
inducement which have resulted in this Agr-ement are the
following:
(a) The Issuer is authorized unser its home rule
powers , as set forth in the 1970 Constitution of the State of
Illinois, Article VII, Section 6, and the •rovisions of an
Ordinance adopted on February 13 , 1980 , as from time to time
supplemented and amended (the "Ordinance") , to issue economic
development revenue bonds for the purpose of financing, in whole
or in part, the cost of the acquisition, •urchase, construction,
reconstruction, improvement, betterment o extension of any
economic project and to enter into a loan agreement with the
Borrower pursuant to which the proceeds o1 such revenue bonds may
be lent to the Borrower to finance the co-ts of the acquisition,
construction and equipping of such an eco omic development
project.
(b) The Borrower wishes to obt- in satisfactory
assurance from the Issuer that the procee• s of the sale of the
revenue bonds of the Issuer will be made .vailable to them to
finance the costs of of acquiring land an• constructing and
equipping an approximately 20, 000 square oot manufacturing
building to be located at Burnidge Big Ti ber Park in Elgin,
Illinois or such other property within the City of Elgin as
Borrower may purchase to be leased from the Borrower to Quantum
Data, Inc. , an Illinois corporation (the " 'roject") .
(c) Subject to the conditions contained herein and to
the due compliance with all requirements 0, law, the Issuer, by
virtue of such statutory authority as may ow or hereafter be
conferred by the Ordinance, will issue and sell its revenue bonds
in an amount not to exceed $1 , 500, 000 (the "Bonds") to finance
the costs of the Project.
2. Undertakings on the Part of he Issuer. Subject to
the conditions above stated, the Issuer agrees as follows:
(a) That it will authorize the issuance and sale of
the Bonds pursuant to the terms of the Ordinance as then in
force.
(b) That it will, at the prope time and subject in
all respects to the prior advice, consent and approval of the
Borrower, adopt or cause to be adopted, s ch proceedings and
authorize the execution of such documents as may be necessary and
advisable for the authorization, issuance, and sale of the Bonds
as aforesaid, and that it will enter into a loan agreement
whereby the Borrower will pay to or on be alf of the Issuer such
sums as shall be sufficient to pay the pr ncipal and interest and
redemption premium, if any, on the Bonds . s and when the same
shall become due and payable.
3. Undertakings on the Part o the Borrower. Subject
to the conditions above stated, the Borro er agrees as follows:
(a) That they will use all rea .onable efforts to find
one or more purchasers for the Bonds.
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(b) That contemporaneously with the delivery of the
Bonds they will enter into a loan agreemen with the Issuer under
the terms of which the Borrower will obligate themselves to pay
to the Issuer sums sufficient in the aggregate to pay the
principal of and interest and redemption •remium, if any, on the
Bonds as and when the same shall become d e and payable.
4 . General Provisions.
(a) All commitments of the Iss er under Paragraph 2
hereof and of the Borrower under Paragrap 3 hereof are subject
to the condition that on or before 90 day- from the date hereof
(or such other date as shall be mutually -atisfactory to the
Issuer and the Borrower) , the Issuer and .he Borrower shall have
agreed to mutually acceptable terms and conditions of the loan
agreement and of the Bonds and other inst uments or proceedings
relating to the Bonds . The decision not o approve or agree to
any term or condition of any document or got to take any action
prior to issuance of the Bonds shall rest solely within the
complete discretion of the parties to thi . Agreement.
(b) If the events set forth in (a) of this Paragraph 4
do not take place within the time set for h or any extension
thereof and the Bonds in an amount not ex eeding the amount
stated above are not sold within such tim- , the Borrower agrees
that they will reimburse the Issuer for all reasonable and
necessary direct out-of-pocket expenses wiich the Issuer may
incur at the Borrowers ' request or as a r-sult or arising out of
` this Agreement including but not limited o the payment of
attorney and other consultant fees arising from the execution of
this Agreement and the performance by the Issuer of its
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obligations hereunder, and this Agreement shall thereupon
terminate.
IN WITNESS WHEREOF, the parties hereto have entered
into this Agreement by their officers thereunto duly authorized
as of the ,; ------
day of UoiL9 E , 1985.
CITY OF ELGIN, ILLINOIS
Aa(A,T, (=;%
Mayor
(SEAL)
ATTEST:
U
City Clerk C
ALLEN G. JORGENSEN
AN �. JORGEN N U
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