94-182 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
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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