Loading...
HomeMy WebLinkAboutResolutions - R-83-3 - 01/17/1983 - Bonds for Gradishar property RESOLUTION NO. R-83-3 A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT (EQUITY INVESTMENT GROUP I PROJECT) WHEREAS, Equity Investment Group I, an Illinois partnership (the "Borrower") wishes to finance the acquisition of land for and construction and equipping of a medical arts and professional building and wishes to have the City of McHenry, Illinois (the "Issuer") issue its revenue bonds to finance such acquisition, construction and equipping; and WHEREAS, the Issuer is authorized under the provisions of the Industrial Project Revenue Bond Act, Illinois Revised Statutes (1971) , Chapter 24, Sections 11-74-1 to 11-74-14, inclusive, as supplemented and amended (hereinafter called the "Act") , to construct, acquire by gift or purchase, reconstruct, improve, finance, better, extend, rent, lease, pledge, mortgage, sell and convey "industrial projects," within the meaning of the Act, in order to relieve conditions of unemployment, to maintain existing levels of employment, to aid in the rehabilitation of returning veterans, and to encourage the increase of industry and commerce within the State of Illinois, thereby reducing the evils attendant upon unemployment; and WHEREAS, a Memorandum of Agreement has been presented to the Issuer under the terms of which the Issuer agrees, subject to the provisions of such Agreement, to issue its revenue bonds to finance such acquisition, construction and equipping; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF McHENRY, ILLINOIS, as follows: SECTION 1: The Mayor is hereby authorized and directed to execute a Memorandum of Agreement by and between the Issuer and the Borrower and the City Clerk is hereby authorized and directed to affix the seal of the Issuer thereto and to attest the same; and said Mayor and said City Clerk are hereby authorized and directed to cause said Memorandum of Agreement to be delivered to, accepted and executed by the Borrower, said Memorandum of Agreement, which is hereby approved and incorporated by reference and made a part of this authorizing resolution, to be in substantially the form attached hereto as Exhibit A. SECTION 2: That the officers and employees of the Issuer are hereby authorized to take such further action as is necessary to carry out the intent and purposes of the Memorandum of Agreement as executed and to issue not to exceed $3,000,000 of its revenue bonds upon the terms and conditions stated in such Memorandum of Agreement for the purpose of defraying the cost of acquiring, constructing and equipping the Project (as defined in the Memorandum of Agreement) and that the same is declared to be for a public purpose and to be a matter pertaining to the government and affairs of the Issuer. SECTION 3; This Resolution shall be in full force and effect upon its passage and approval. PASSED this 17th day of January , 1983. AYES: Nolan, Pepping, Datz, Busse, Smith, Gelwicks, Serritella NAYES: None ABSENT: Meurer APPROVED this 17th day of January , 1983. P61,721 - MAYOR ATTEST: City Clerk 2 STATE OF ILLINOIS ) SS • COUNTY OF McHENRY ) I, the .undersigned, do hereby certify that I am the duly qualified and elected Clerk of the City of McHenry, in the County and State aforesaid; and as such Clerk, I am the keeper of the official journal, records and files of the Mayor and City Council of said City. I do further certify that the attached and foregoing is a full, true and correct copy. of: RESOLUTION NO. R-83-3- A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT (EQUITY INVESTMENT GROUP I PROJECT) . Passed and Approved: January 17, 1983, as adopted by the Mayor and City Council of the City of McHenry at a legally convened meeting in the City of McHenry. IN WITNESS WHEREOF, I have hereunto affixed my official signature and the corporate seal of said City of McHenry, McHenry County, Illinois this 17th day of January , 1983. City Clerk (CITY SEAL) - 3 - MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of McHenry, Illinois (hereinafter called the "Issuer"l and Equity Investment Group I, an Illinois partnership with its principal office located at 111 North Cass Avenue, Westmont, Illinois (hereinafter called the "Borrower") ; in consideration of the undertaking herein expressed, the Issuer and Borrower recognize and agree as follows: 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in this Agreement are the follwoing: (a) The Issuer is authorized and empowered by the provisions of Division 74 of Article 11 of the Illinois Municipal Code, as amended, the Industrial Project Revenue Bond Act (the "Act") , to issue industrial development revenue bonds for the purpose of financing, in whole or in part, the cost of the acquisition, purchase, construction, reconstruction, improvement, betterment or extension of any "industrial project" (as said term is defined in the Act) and to enter into a loan agreement with the Borrower pursuant to which the proceeds of such revenue bonds may be lent to the Borrower or its designee to finance the costs of the acquisition, construction and equipping of such an industrial project. (b) The Borrower wishes to obtain satisfactory assurance from the Issuer that the proceeds of the sale of the revenue bonds of the Issuer will be made available to it or its designee to finance the costs of acquiring land for and constructing and equipping a medical arts and professional building to be located at 616 South Route 31, McHenry, Illinois, which lies within the territorial boundaries of the Issuer (the "Project") . (c) Subject to the conditions contained herein and to the due compliance with all requirements of law, the Issuer, by virtue of such statutory authority as may now or hereafter be conferred by the Act, will issue and sell its revenue bonds in an amount not to exceed $3,000,000 (the "Bonds") to finance the costs of the Project. 2. Undertakings on the Part of the Issuer. Subject to the conditions above stated, the Issuer agrees as follows: That the Issuer intends, subject in all respects to the provisions and requirements of the Act and to a sale of the Bonds on terms satisfactory to the Borrower, to use its best efforts to authorize, issue, sell and deliver its Bonds, to be issued in one or more series (in an aggregate principal amount not to exceed $3,000,000 or such lesser amount as may be fixed by resolution or ordinance at a later date and agreed to by the Borrower) and to loan the proceeds derived therefrom to pay for the cost of the Project, provided that prior to the issuance and delivery of such Bonds there shall have been entered into by and between the Borrower and the Issuer appropriate financing agreements the terms of which are mutually satisfactory to the Issuer and the Borrower, which will comply with the provisions of the Act, and which will provide for the payment by the Borrower of amounts which will be sufficient in the aggregate to enable the Issuer to pay the principal of, premium, if any, and interest on such Bonds. 3. Undertakings on the Part of the Borrower. Subject to the conditions above stated, the Borrower agrees as follows: (a) That the Borrower will use all reasonable efforts to find one or more purchasers for the Bonds, it being expressly agreed by the parties hereto that the Issuer has no obligations whatsoever hereunder to find such Bond purchaser or purchasers. If the Borrower does not find one or more purchasers for said Bonds or if for any reason whatsoever the sale of said Bonds is not consummated the Issuer shall in no way be liable for any damages to anyone whatsoever for any failure to consummate such Bond sale. 2 (b) That prior to the issuance and delivery of such Bonds, the Borrower or its designee, will enter into a loan agreement with the Issuer the terms of which are mutually satisfactory to the Issuer and the Borrower and under which the Borrower or its designee will obligate itself to pay to the Issuer sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable. 4. General Provisions. (a) All commitments of the Issuer under Paragraph 2 hereof and of the Borrower or its designee under Paragraph 3 hereof are subject to the condition that on or before 365 days from the date hereof (or such other date as shall be mutually satisfactory to the Issuer and the Borrower) , the Issuer and the Borrower or its designee shall have agreed to mutually acceptable terms and conditions of the loan agreement and of the Bonds and other instruments or proceedings relating to the Bonds. The decision not to approve or agree to any term or condition of any document or not to take any action prior to issuance of Bonds shall rest solely within the complete individual discretion of the parties to this Agreement. (b) The the Bonds to be issued by the Issuer shall never constitute an indebtedness of the Issuer, the State of Illinois, or any political subdivision thereof, 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 or owner of any of said Bonds, or bearer of any appurtenant interest coupon, shall ever have the right to compel any exercise of the taxing power of the Issuer, the State of Illinois, or any political subdivision thereof, to pay the principal of said Bonds, or the interest or premium, if any, thereon. (c) That the Borrower (or its designee) rather than the Issuer will arrange for the acquisition, construction and equipping of the Project in order to insure - 3 - that the Project, as acquired, constructed and equipped will conform to the requirements of the Borrower for whose use the Project is designed. (d) The Borrower will pay the Issuer for any and all professional fees, City Council salaries and other City expenses directly or indirectly incurred by, or charged to, the Issuer in connection with the subject matter of the proposed Bonds. The Borrower will immediately deposit with the City Clerk the sum of $3,000 to be used by the Issuer toward defraying such expenses and fees. At any time that payments from said fund by the Issuer have reduced the balance therein to less than $1,500, the Borrower shall upon request from the City Clerk deposit such additional sum as will restore the fund balance to the sum originally deposited. Within 90 days after the closing of the sale of said Bonds, any unobligated balance remaining in said fund shall be repaid to the Borrower or its assigns. (e) That this Agreement may be executed in separate counterparts, all of which shall be deemed a single instrument. IN WITNESS WHEREOF, the parties hereto have entered into this Agreement by their officers thereunto duly authorized as of the 17th day of January , 1983. City of McHenry, (SEAL) By: Mayor ATTEST: City Clerk Equity Investment Group I By: Its: - 4 -