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HomeMy WebLinkAboutResolution #0978 - 2 - RESOLUTION NO. 978 RESOLUTION authorizing the execution and delivery of a Memorandum of Intent between the City of Canton, Fulton County, Illinois, and The Kroger Co., providing for the issuance by said City ~of Canton of approximately $800,000 principal amount of revenue bonds pursuant to the provisions of The Industrial Project Revenue Bond Act, as amended. WHEREAS the City of Canton, Fulton County, Illinois (the "Issuer") is authorized under the provisions of the Industrial Project Revenue Bond Act, Division 74 of Article 11 of the Municipal Code of Illinois (ch. 24, §11-74-1 to 11-74-14, inclusive, I11. Rev. Stats.), as from time to time supplemented and amended (the "Act"), to construct, acquire, reconstruct, improve, better, extend, own, lease, dispose of, or to finance the construction, acquisition, reconstruction, improvement, betterment, or extension of industrial projects (as defined in the Act) in order to relieve conditions of unemployment, and to encourage the increase of industry and commerce within the State of Illinois, thereby relieving conditions of unemployment and maintaining existing levels of employment and increasing the local industrial or commercial tax base; and - 3 - WHEREAS the Issuer, in order to implement the public purposes enumerated in the Act and in furtherance thereof to induce The Kroger Co. (the "Company"), to construct, acquire, reconstruct, improve, better, or extend a Kroger food store within the Issuer's corporate limits by renovating such commercial facilities (the "Project"), has offered to issue its revenue bonds under and pursuant to the provisions of the Act and to loan the proceeds therefrom to the Company or to an entity designated by the Company; and WHEREAS it is now deemed advisable to authorize the execution and :delivery by the Issuer of a Memorandum of Intent expressing formally and in writing the understanding heretofore informally intended upon by the Issuer and the Company: NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS, as follows: Section 1. The Mayor is hereby authorized and directed to execute a Memorandum of Intent by and between the Issuer and the Company, 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 Company, said Memorandum of Intent, 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. - 4 - Section 2. 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 effect from and after its adoption. Adopted and approved this ]nth day of Myrrh 1983. ~~ ~ ~ J J or City of Canton, Illinois Attest: i Clerk City of Ca ton, Illinois - 5 - MEMORANDUM OF INTENT THIS MEMORANDUM OF INTENT, made and entered into this day of 1983, by and between the City of Canton, a municipality in Fulton County, Illinois (the "Issuer"), and The Kroger Co., an Uhio corporation (the "Company"): W I T N E S S E T H: WHEREAS the Issuer is authorized under the provisions of the Industrial Project Revenue Bond Act, Division 74 of Article 11 of the Municipal Code of Illinois (ch. 24, §11-74-1 to 11-74-14, inclusive, I11. Rev. Stats.), as from time to time supplemented and amended (the "Act"); to construct, acquire, reconstruct, improve, better, extend, own, lease, dispose of, or to finance the construction, acquisition, reconstruction, improvement, betterment, or extension of industrial projects (as defined in the Act) in order to relieve conditions of unemployment, and to enccurage the increase of industry and commerce within the State of Illinois, thereby relieving conditions of unemployment and maintaining existing levels of employment and increasing the local industrial or commercial tax base; and WHEREAS the Issuer, in order to implement the public purposes enumerated in the Act and in furtherance thereof to - 6 induce The Kroger Co. (the "Company"), to construct, acquire, reconstruct, improve, better, or extend a Kroger food store within the Issuer's corporate limits, by renovating such commercial facilities (the "Project") has offered to issue its revenue bonds under and pursuant to the provisions of the Act and to loan the proceeds therefrom to the Company for the payment of the`cost of equipping the Project. WHEREAS the Company, in reliance upon the offer of the Issuer to construct, acquire, reconstruct, improve, better, extend, own, lease, dispose of, or to finance the construction, acquisition, zeconstruction, improvement, betterment, or extension of the Project and to finance the cost thereof through the issuance of revenue bonds under the provisions of the Act, has determined to locate and operate the Project within the territorial limits of the Issuer; and WHEREAS it is now deemed advisable to express formally and in writing the intent heretofore informally agreed upon by the parties hereto; NOW, THEREFORE, in consideration of the premises and of the mutual undertakings herein expressed, the parties hereto recognize and intend as follows: A. The Issuer represents and intends: 1. That the Issuer is authorized by the provisions of the Act to construct, acquire, reconstruct, improve, better, -~- extend, own, lease, and dispose of the Project and for the purpose of paying the cost of such construction, acquisition, reconstruction, improvement, betterment, or extensions of the Project, including expenses incidental thereto, is authorized to issue its revenue bonds payable from loan proceeds or other revenues derived by the Issuer from the Project. 2. ~~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 Company, to use its best efforts to authorize, issue, sell and deliver its revenue bonds in an approximate principal amount of $800,000 and apply the proceeds therefrom to the payment of the cost of renovating the Project; provided, that prior to the issuance and delivery of such revenue bonds there shall have been entered into between the Issuer and the Company appropriate contracts whereby the Company or a corporation or other entity designated by it agrees to borrow the proceeds from the Issuer in compliance with the provisions of the Act, and which will provide for the payment by the Company of loan repayments or other payments which will be sufficient to enable the Issuer to pay the principal of, premium, if any, and interest on such revenue bonds. - 8 - 3. That the renovation of the Project by the Issuer is for a proper public corporate purpose and that the loan by the Issuer of revenue bond proceeds to the Company is necessary to implement the public purposes enumerated in the Act. B. The Company represents and intends: 1. That the Project will result in increased employment and will increase the local industrial or commercial tax base. 2. That if the proposed revenue bonds (including the rate of interest thereon) of the Issuer are satisfactory to the Company, it will borrow the revenue bond proceeds from the Issuer upon terms which will be sufficient to pay the cost of the Project as evidenced by such revenue bonds to be issued for the account of the Project, and will enter into appropriate contracts for the issuance and delivery of any such revenue bonds by the Issuer under the terms of which the Company will obligate itself, or an entity designated by it to pay the principal of, premium, if any and interest on such bonds when the same become due. and payable. 3. That whether or not the Bonds are issued, the Company will reimburse the Issuer for all reasonable expenses which the Issuer may incur, including attorney's fees arising from the execution of this Agreement and the performance by the Issuer of its obligations hereunder. C. It is further recognized and intended between the parties hereto as follows: 9 - 1. That the revenue bonds to be issued by the Issuer shall never constitute an indebtedness of the Issuer or a loan of 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 Issuer 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 to a trustee acting under. any mortgage and indenture of trust for the benefit of the holders of said bonds of the loan repayments or other revenues derived by the Issuer from the Project and by any mortgage on the Project. 2. That a primary inducement to the Company in locating the Project within the corporate limits of the Issuer is the intent of the Issuer to loan the revenue bond proceeds to the Company for the purpose of renovating the Project. 3. That it is desirable that the Company rather than the Issuer arrange for the renovation of the Project in order to insure that the Project will conform to the requirements of the Company, or its assigns, for whose use the Project is to be designed. 4. That if for any reason the aforesaid bonds are not issued the Issuer shall in no way be liable in damages or otherwise, to any party for such failure of consummation of the financing. - 10 - 5. That this intent shall inure to the benefit of the parties thereto and their respective successors and assigns. 6. That this intent may be executed in separate counterparts, all of which shall be deemed a single instrument. IN WITNESS WHEREOF, the City of Canton, Fulton County, Illinois, acting by and through its City Council, has caused its corporate name to be hereunto subscribed by its duly authorized Mayor and attested under its official seal by its City Clerk, and the Company has caused its name to be hereunto subscribed, all being done as of the year and .date first above written. ti (SEAL) CITY OF CANTON, FULTON COUNTY, ILLINOIS By Attest: City Clerk Mayor THE KROGER CO. By I ' ~ ~ ~ ~ It was thereupon moved by and seconded by that said resolution be adopted. Upon roll being called, the following voted: Yea: Nay:. Abstain: (Other Business) Upon motion duly seconded and voted, the City Council adjourned. Attest: • 1. - 12 - STATE OF ILLINOIS ) COUNTY OF FULTON ) I, hereby certify that I am the duly qualified and acting City Clerk of the City of Canton, Illinois, and as such official I further certify that attached hereto is a copy of excerpts from the minutes of the meeting of the City Council of said City of Canton held on March 15, 1983; that I have compared said copy with the original minute record of said meeting in my official custody; and that said copy is a true, correct and complete transcript from said original minute record insofar as said original record relates to the adoption of a resolution authorizing the execution and delivery of a Memorandum of Intent between said Company and the City of Canton, Illinois. WITNESS my official signature and the seal of said City of Canton this day of (SEAL) 1983. EXCERPT FROM THE MINUTES OF A REGULAR PUBLIC MEETING OF THE CITY COUNCIL OF THE CITY OF CANTON, ILLINOIS, HELD AT SIX THIRTY O'CLOCK P.M., ON THE 15th DAY OF MARCH, 1983 The City Council of the City of Canton, Fulton County, Illinois, met in regular public session at its regular meeting place in the City Council Chambers at 210 East Chestnut in the City of Canton, Illinois at six thirty o'clock p.m. on March 15, 1983 with the following Aldermen present: Virgil Horr, William Larsen, Les Carl, David Grant, Larry Sarff, Charles Savill, Thomas Hammond, Absent: Alderman Victor Kovachevich Sr. (Other Business) The following resolution was thereupon introduced and read in full: