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HomeMy WebLinkAboutResolution #2015Resolution No. 2015 A RESOLUTION APPROVING A LETTER OF UNDERSTANDING BETWEEN THE CITY OF CANTON, ILLINOIS AND McGLADREY HENDRICKSON & PULLEN AND AUTHORIZING AND DIRECTING THE MAYOR TO EXECUTE AND DELIVER SAID LETTER OF UNDERSTANDING ON BEHALF OF THE CITY OF CANTON, ILLINOIS. WHEREAS, the City of Canton, Illinois has engaged in negotiations to retain the firm of McGladrey Hendrickson & Pullen to assist in the general feasibility study of Canton Industrial Corporation on behalf of the City of Canton pursuant to a $25,000.00 grant received from the Illinois Development Finance Authority for an Employee Stock Option Program feasibility study; and, WHEREAS, the City Council of the City of Canton, Illinois has reviewed the terms of the proposed Letter of Understanding, a copy of which is hereto attached and made a part hereof as Exhibit A; and, WHEREAS, the City Council of the City of Canton, Illinois has determined that it is desireable and in the best interest of the City of Canton to enter into said Letter of Understanding. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CANTON, Fulton County, Illinois as follows: 1. That the Letter of Understanding between the City of Canton and McGladrey Hendrickson & Pullen, which is attached hereto and made a part hereof as Exhibit A, is hereby approved, said Letter of Understanding to be subject to and effective pursuant to the terms and conditions therein. 2. That the Mayor is authorized and directed to execute and deliver said Letter of Understanding on behalf of the City of Canton. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Illinois. PASSED by the City Council of the City of Canton, Fulton County, Illinois at a regular meeting this 3r d day of November , 1987 upon a roll call vote as follows: AYES: Aldermen Kovachevich, Zilly, Steck, Sarff, Meade, Bohler, May, Chapman, NAYS: None . ABSENT: None . APPROVED: ~~ Donald E. Edwards, Mayor ATTEST: Nanc -White , City Clerk 2 and Last McGLADREY Hendrickson & Pullen CERTIFIED PUBLIC ACCOUNTANTS To the Honorable Mayor and Members of the City Council City of Canton, Illinois Attention: Mr. Don Edwards Mr. Jim Malmgren Gentlemen: Internationally DUNWOODY ROBSON McGLADREY & PULLEN October 28, 1987 This letter is to explain our understanding of the arrangements regarding our engagement to compile projected financial statements and assist in the general feasibility study for the continuation of Canton Industrial Corporation (CIC) for the 90 days following October, 1987 and periods beyond that date as deemed necessary. Our compilation will be performed in accordance with applicable guidelines of the American Institute of Certified Public Accountants (AICPA) for the compilation of a financial projection and, accordingly, will include proce- dures we consider necessary to assemble the prospective financial state- ments based on the assumptions you will or have provided us. We will consider whether the prospective financial statements appear to be presented in conformity with AICPA presentation guidelines and not obviously inappropriate. A compilation is not intended to and does not provide assurance on the prospective financial statements or the assump- tions underlying such statements. Our procedures do not provide assurance that we will become aware of significant matters that might be disclosed by more extensive procedures, such as those performed in an examination of prospective financial statements. A financial projection presents, to the best of management's knowledge, the Company's expected financial position, results of operations, and changes in financial position for the projection period given the hypothetical assumptions. It is based on management's assumptions reflecting conditions it expects to exist and the course of action it expects to take. Management is responsible for representations about its plans and expec- tations and for disclosure of significant information that might affect the ultimate realization of the projected results. ~jlueors Quad Cities l7~ce 600.951h flvenue, /1'~o~iiee, /t'liswis 61265. (309) 762 X040 To the Honorable Mayor and - 2 - October 28, 1987 Members of the City Council Some assumptions inevitably will not materialize and unanticipated events and circumstances may occur; therefore, the actual results achieved during the projection period will vary from the projection and the variations may be material. Our report will contain a statement to that effect. We have no responsibility to update our report for events and circumstances occurring after the date of our report. Our report will detail the nature of reservations, if any, we have with respect to the projection. Should any such reservations develop, we will discuss them with you before the report is issued. The assistance to be supplied in the preparation of the material for these projected statements has been discussed and coordinated with Vern Luepker and Larry Krulac. The timely completion of this work will assist us in achieving an efficient performance of our work. As was discussed in our meeting of October 26, 1987, we propose to divide this project into two phases, the first of which deals with the financial feasibility of the continuation of CIC, and the second phase dealing with structure of the purchasing entity and the ESOP. Our fees are based upon the time required by the individuals assigned to the engagement, plus direct expenses. Individual hourly rates vary according to the degree of responsibility involved and the skill required. Based upon discussions with various parties during and subsequent to our meeting of October 26, 1987, we have re-evaluated our proposed fees and estimate they will fall into the following ranges: Phase I - Feasibility $5,500 - 7,000 Phase II 3,000 - 4,000 We will .submit bills as services are rendered and expenses are incurred. Because a financial projection is not appropriate for use by persons not directly negotiating with you, you agree to limit distribution of the pro- jection to those persons (and their agents and employees) present in the meeting on October 26, 1987 and other appropriate governmental agencies and not use the projection to solicit investors for debt or equity securities or for any other purpose. If this letter is in agreement with your understanding of the arrangements, please sign and date the enclosed copy and return it to us. Very truly yours, McGLADREY HENDRICKSON ~ PULLEN Steven J. McC n, Partner Confirmed by: 19