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HomeMy WebLinkAboutRESOLUTIONS-1981-047-R-814'-R-81 RESOLUTION authorizing the execution and delivery of a Memorandum of Intent between the City of Evanston, Illinois, and Pelouze Scale Co., an Illinois corporation, provid- ing for the issuance by said City of revenue bonds. WHEREAS, the City of Evanston (hereinafter called the "City") recognizes that it is necessary for the general welfare and economy of the public that the City endeavor to provide per- manent opportunities for employment; and WHEREAS, the City is a Home Rule Unit of Government and is authorized under the provisions of Ordinance No. 13-0-81 adopted on March 2, 1981, (the "Enabling Ordinance"), to acquire, construct.and finance economic development projects, to lease, sell or finance the same to or for any person, and to provide for the issuance of revenue bonds in conjunction there- with; and WHEREAS, the City, in order to implement the public purposes enumerated in the Enabling Ordinance and in furtherance thereof to induce Pelouze Scale Co., an Illinois corporation (hereinafter called the "Company"), to locate a manufacturing facility (hereinafter collectively called the "Project"), within the corporate limits of the City, 'gas indicated .its :i.ntent to issue its revenue bonds in an -amount not to exceed $ 3,000,000 under and pursuant to the provisions of the Enabling Ordinance and to apply the proceeds therefrom to the payment c..)t all or a portion of the costs of acquiring, const:cucting and cquipping the Projectanti to lca:�;O:;ell orfinance l:he Project to or 1:or the Company; and WHEREAS, the Ccmpanyp, after .considering a number of possible locations within and outside the State of Illinois, and in reliance upon the intent of the City to finance the acquisi- tion, construction and equipping of the Project through the • issuance of revenue bonds under the provisions of the Enabling Ordinance, has determined to locate the Project within the cor- porate limits of the City; and _2_ WHEREAS, it is now deemed advisable to authorize. the execution and delivery by the City of a Memorandum of Intent expressing formally and 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 EVANSTON, ILLINOIS, as follows: SECTION ONE: 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 ishereby authorized and directed to affix the seal of the City thereto and to attest the same; and said Mayor and 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 sub - stantially the form attached hereto as Exhibit A. • SECTION TWO: 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 <lffect from and after its adoption. 1981. (_SEAL) ADOPTED and APPROVED this 6 ATTEST: City Clerk day of , Mayor MEMORANDUM OF INTE;bT THIS MEMORANDUM OF INTENT, made and entered into this � day of ��,� 1981, by and between the CITY OF EVANSTON, a home ru emunicipality in Cook County, Illinois t' (hereinafter called the "City"), and Pelouze Scale Co.., an Illinois corporation (hereinafter called the "Company"); W I T N E S S E T H: WHEREAS, the City is authorized under the provisions of Ordinance No. 13-0-81, adopted on March 2, 1981 (the "Enabling Ordinance") to acquire, construct and finance economic develop- ment projects, to lease, sell or finance the same to or for any person, and to provide for the', issuance of revenue bonds in con- junction 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 locate a manufacturing facility (hereinafter collectively called the "Project"), all to be located within the corporate limits of the City, has indicated its intent to issue its revenue bonds under and pursuant to the provisions of the Enabling Ordinance and 'Lo apply the proceeds therefrom to the payment of all or a portion of the cost of acquiring, constructing and equipping the Project; and WHEREAS, .the Company after considering a number of possible locations within and outside the State of Illinois, and in reliance upon the intent of the City to finance the cost: ., of the acquisition, construction and equipping of the Proj(�ct•�� through the issuance of its revenue bonds under the provisions of the Enabling Ordinance, has determined to locate tl.e ?'roject within the corporate limits of the City; and • WHEREAS, it is now deemed advisable to express formal- ly and in writing the understanding heretofore informaliy dis- cussed by the parties hereto; -z- 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: 1. That the City is authorized by the provisions of the Enabling Ordinance to finance the acquisition, construction and equipping of the Project and for the purpose of paying all or a portion of the cost of such acquisition, construction and equipping,'including expenses incidental thereto, is authorized as aforesaid to issue its revenue bonds payable from the revenues and income derived by the City from the Project. 2. That the City intends, subject in all respects to the provisions and requirements of the Enabling Ordinance and to a sale of its revenue bonds on terms satisfactory to the Com- pany, to use its best efforts to authorize, issue, sell and deliver its revenue bonds, to be issued in one or more series in an aggregate principal amount of not more than $3,.000,000 (the exact principal amount to be fixed by resolution or ordi- nance of the City at a later date and agreed to by the Company, but not -to exceed the cost of the Project and expenses incidental thereto as estimated at the time of issuance of said revenue bonds) and apply the proceeds therefrom to the payment of the cost of acquiring, constructing and equipping the Project, pro- vided that prior to the issuance and delivery of such revenue bonds there shall have been entered into between the Company and the City appropriate contracts whereby the Company wi.11 agree to enter into financing agreements with the City upon terms which will comply with the provisions of the Enabling Ordi•- nance and which will provide for the payment by the Company of amounts which will be sufficient to enable the City to pay the principal of and interest on such revenue bonds. 3. That the financing of the acquisition, con- struction and equipping of the Project by the City is for a proper public corporate purpose and that the financing thereof - 3- for the Company is necessary to implement the public purposes enumerated in the Enabling ordinance. B. The Company represents and intends: 1. That the Project will result in increased employment in the City. 2. That if the proposed revenue bonds (includ- ing the rate of interest thereon) of the City are satisfactory to the Company, it will enter into financing agreements with the City upon terms which will be sufficient to pay the cost of I acquiring, constructing and equipping the Project as evidenced by such revenue bonds to be issued for the account of the ' Project, and will enter into such appropriate contracts with the City with regard to the foregoing prior to the issuance and delivery of any such revenue bonds by the City. 3. That the Company intends during the term of I any such financing agreements to cause the Project to be used i 1 • or occupied primarily for the use as a manufacturing facility. C. It is further recognized and intended between the parties hereto as follows: 1. That 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 constitu- tional or statutory -provision, and such fact shall be plainly stated on the face of each of said bonds. No holder of any of said bonds shall ever have the right to cc.mpcl any e ercise of I the taxing power of the City to pay said bonds or the intetest!k thereon. The principal of; premium; if any, and interest on such revenue bonds to be issued to finance the cost of the Project shall be secured by a pledge, either to the purchaser • and holders of said bonds or to a trustee acting under an in- denture of trust for the benefit of the holders of said bonds, of the revenues and income derived by the City from the Project and may be further secured by a mortgage on the Project, and MEAC shall be additionally secured by a pledge to said trustee of the aforesaid financing agreements between the City and the Company. 2. That a primary inducement to the Company in locating the Project within the City is the intent of the City to finance the acquisition, construction and equipping of the Project through the issuance of its revenue bonds pursuant to the provisions of the Enabling Ordinance. 3. That it is desirable that the Company rather than the City arrange for the acquisition or 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. That this Agreement shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, however,that in the event the bonds are not issued or is sold as contemplated herein there shall be no liability on the part of the City or of the Company or of any of their officers or employees for such non -issuance or non -delivery. 5. That the City shall be paid the amount of one percent (1%) of the face value of the bonds as an issuance and service charge.. Said payment shall be made from the proceeds of the bopds. That all other costs incidental to the issuance of such revenue bonds.including City attorney fees, printing fees and all other similar expenses shall be paid from the proceeds of said bond issue. That in no event shall the City be liable for any costs or expenses arising from -the issuance of said Bonds. 6. That this Agreement may be executed in • separate counterparts, all of .which shall be deemed a single instrument. • 4 IN WITNESS WHEREOF, the CITY OF EVANSTON, acting by and through its corporate authorities, has caused its corporate name to be hereunto subscribed by Jl-"""IES C. LYTLE. its duly authorized'Mayor, and attested under its official seal by SANDRA W. GROSS, its City Clerk, and PELOUZE SCALE CO. has caused its corporate name to be hereunto subscribed by its duly authorized President or Vice President and attested under its corporate seal by its Secretary or Assistant Secretary, all being done as of the year and date first above written. CITY OF EVANSTON, ILLINOIS By g Mayo (SEAL) ATTEST: City Clerk (SEAL) ATTEST: PELOUZE SCALE CO. By Pre`siddnt Secretary Ny Co;nmission Ed. ires NOV. ?,1981 .0