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HomeMy WebLinkAboutRESOLUTIONS-1982-060-R-8260-R-82 RESOLUTION authorizing the execution and delivery of.a Memorandum of Intent between the City of Evanston, Illinois, and Captaur Corporation, an Illinois Corporation, providing 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 permanent 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 therewith; and WHEREAS, the City, in order to implement the public purposes enumerated in the Enabling Ordinance and in furtherance thereof to induce Captaur. Corporation,._an Illinois -Corporation, (hereinafter called the"Corporation") or' its assigns, to locate a commercial facility (hereinafter collectively called the "Project"), within the copo'rate limits of the City, has indicated its intent 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 of all or a portion of the cost.s of acquiring, constructing and equipping the Project and to lease, sell or finance the Project to for the Corporation; and WHEREAS, the Corporation, after considering a number of possible locations withing and outside the State of Illinois, and in reliance upon the intent of the City to finance the acquisition, 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 withing the corporate limits of the City; and WHEREAS, it is now deemed advisable to authorize the execution and delivery by.the City of 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, ILLiN01S,'AS FOLLOWS: SECTION ONE: The Mayor is hereby authorized and directed to execute a Memorandum of 1ptent by and between the City and the Corporation, 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 City Clerk are hereby authorized and directed to cause said Memorandum of Intent to be delivered to, accepted and executed by the Corporation, said Memorandum of Intent, which is hereby approved and incorporated by reference andmade a part of this authorizing .resolution, to be in substantially the form attached hereto as Exhibit A. 60-R-82 page , i SECTION TWO: This Resolution of Intent and said Memorandum of Intent, does not constitute a committment of the City.to any further action regarding • the issuance of bonds; and any further action shall be considered only after evidence has been provided of the necessary and appropriate contracts, as reviewed and approved by the City. SECTION THREE: All resolutions and orders, or parts, thereof, in conflict with the provisions of this resolutions, are, to the extent of such confli,pt, hereby repealed and this resolution shall be in immediate effect from and after its adoption. ADOPTED AND APPROVED THIS day of )Z 1982 • (Seal) ATTEST: )VII City Clerk 0 /M,lyo r MEMORANDUM OF INTENT THIS MEMORANDUM OF INTENT, made and entered into this 29th day of November , 1982, by and between the CITY OF EVANSTON, a home rule • municipality in Cook County, Illinois (hereinafter called the "City"), and Captaur_Corporation, an Illinois corporation (hereinafter called the "Corporation") as agent or nominee. W I T N E S S E T H: WHEREAS, the City is authorized under the provisions of Ordinance 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 therewith; and WHEREAS, the City, in order to implement the public purposes enumerated in the Enabling Ordinance and in furtherance thereof to induce the Corporation to locate a commercial 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 to 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 Corporation 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 Project through the issuance of its revenue bonds under the provisions of the Enabling Ordinance, has determined to 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 promises and ofthe 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= 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 Corporation, 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 ordinance of the City at a later date and agreed to by the Corporation, but not to exceed the cost of the Project,an.d 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, provided that prior to the issuance and delivery of such revenue bonds there shall have been entered into between the Corporation and the City appropriate contracts whereby the Corporation will.agree to enter into financing agreements with the City upon terms which will comply with the provisions of the Enabling Ordinance and which will provide for the payment by the Corporation 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 theacquisition, construction and equipping of the Project by the City is for a proper public corporate purpose and that the financing thereof for the Company is necessary to implement the public purposes enumerated in the Enabling Ordinance. B. The Corporation represents and intends: 1. That the Project will result in increased employment in the City. 2. That if the proposed revenue bonds (including the rate of interest thereon) of the City are satisfactory to the Corporation, it will enter into financing agreements with the City upon terms which will be sufficient to pay the cost of 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 Corporation intends during the term of any such financing agreements to cause the Project to be used or occupied primarily for the use as a commercial facility, } -3- as follows: C. It is further recognized and intended between the parties hereto 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 constitutional 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 compel any exercise of the taxing power of the City to pay said bonds or the interest 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 indenture 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 shall be additionally secured by a pledge to said trustee of the aforesaid financing agreements between the City and the Corporation. 2. That a primary inducement of the Corporation 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 Corporation 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 Corporation, for whose use the Project is to be designed. 4, Tba.t this Memorandum of intent shall inure to the benefit of the parties hereto and their respective successors and assigns; provided, r however, that iia. the event the bonds are not issued or sold as contemplated herein there shall be no liability on the part of the City or of the Corporation or of any of their officers or employees for such non -issuance or non -delivery, and provided further, that Corporation shall have the right, privilege and option to assign its rights and obligations hereunder to such limited Partnership or other entity as may be organized to complete the Project, and that unless Corporation's obligations are also assigned, Corporation shall remain liable under Memorandum of intent. 5. That the City shall be paid the amount of one percent 0 %) of the face value of the bonds as an issuance and service charge. Said payment • shall be made from -the proceeds of the bonds. 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 Memorandum of Intent may be executed in separate counterparts, all of which shall be deemed a single .instrument. IN WITNESS WHEREOF, the CITY OF EVANSTON, acting by and through its corporate authorities, has caused .its corporate name to be hereunto subscribed by JAMES C, LYTLE, its duly authorized Mayor, and attested under its official seal by SANORA W. GROSS, its City Clerk, and CAPTAUR CORPORATION 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 M or (SEAL) ATTEST: City 'Clerk CAPTAUR CORPORATI J By Pres i (S EAL I ATTEST: '5ecret r L� y