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HomeMy WebLinkAboutResolution #1006RESOLUTION NO. !pp (o A RESOLUTION AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE CITY OF CANTON, ILLINOIS AND TRANSPORTATION EQUIPMENT MARKETING COMPANY OF AMERICA REGARDING THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS WHEREAS, the City of Canton, Illinois (the "Issuer") a municipal corporation of the State of Illinois, is authorized by the laws of the State of Illinois, and specifically The Industrial Project Revenue Bond Act, Ch. 24, X11-74-1 et. sec., of the Illinois Revised Statutes, as supplemented and amended (the "Act"), to acquire, improve or extend any industrial project (as defined in the Act) and to issue its revenue bonds for the purpose of financ- ing the costs of any such project; and WHEREAS, so as to accomplish the purposes of the Act, the Issuer proposes to issue one or more issues of industrial development revenue bonds (the "Bonds") pursuant to the provisions of the Act as then in effect to finance the costs of acquiring, improving and equipping a manufacturing plant (the "Project"), located or to be located within the corporate limits of the Issuer, and used by Transportation Equipment Marketing Company of America, an Illinois corporation (the "Company"); and WHEREAS, it is deemed necessary and adviseable, to accomplish the purposes. of the Act, that the Project be undertaken at the earliest practicable date, and the Company has requested satisfactory assurances from the Issuer that the proceeds of the sale of one or more issues of Bonds of the Issuer in an aggregate amount determined by the Company to be sufficient to finance the Project (currently estimated by the Company not to exceed $3,000,000) will be made available; grid WHEREAS, the Issuer deerns it necessary and advisable that it take such actions as may be required under the Act as then in effect to authorize and issue one or more issues of Bonds to finance the cost. of the Project; and WHEREAS, a form of agreement, designated as a "Memoran- dum of Agreement", has been prepared under which the Company has stated its willingness, should it finally determine to undertake the Project, to arrange for the acquiring, constructing and improving of the Project and to enter into contracts therefor and, at the time of delivery of the Bonds, to convey, grant or lease the Project and assign such contracts to ttie Issuer, or agree to complete the acquisition and improvernent of the Project, and to enter into a lease of the Project from the Issuer, or a contract to purchase the Project frorn the Issuer, or a loan agree- ment with the Issuer with respect to the Project, or any combina- tion of the foregoing, under which the Company will be obligated (directly or through its notes, debentures, bonds or other secured or unsecured debt obligations executed and delivered to evidence or secure its obligations thereunder) to make periodic payments sufficient to pay the principal of and interest and redemption premium, if any, on the Bonds as acid when the same shall become due and payable, and such lease, contract and agreement shall contain such other provisions as may be required by the Act as -2- then in effect and such other provisions as shall be mutually acceptable to the Issuer and the Company; NOW, THEREFORE, Be It Resolved by the City Council of the City of Canton, Illinois, as follows: Section 1. That in order to insure the acquisition, construction and improvement of the Project within the City, with the public benefits anticipated to flow therefrom (including additional or retained employment opportunities and the increase of industry in the State of Illinois), it is deemed necessary and advisable that Bonds be issued in an amount determined by the Company to be sufficient to finance the cost of the Project (currently estimated by the Company not to exceed $3,000,000), or, with the mutual consent of the Issuer and the Company, such portion of the cost of the Project as shall then be permissible to qualify the Bonds under any of the exemptions contained in Section 103(b) of the Internal Revenue Code of 1954, as amended (the "Code"), or any successor provision of similar import, and that the Memorandum of Agreement hereinafter referred to be approved and executed for and on behalf of the Issuer. Section 2. That the Memorandum of Agreement by ,and between the Company and the Issuer, substantially in the form and with the contents set forth in Exhibit A attached hereto, be and the same is hereby approved and authorized. Section 3. That the Mayor is hereby authorized and directed to execute and the City Clerk is hereby authorized to attest and to affix the seal of the Issuer to the Memorandum of -3- Agreement substantially in the form and with the contents set forth in Exhibit A attached hereto. Section 4. That the Issuer will issue and sell Bonds in an amount determined by the Company to be sufficient to finance the costs of the Project, subject to the execution of the Memo- randum of Agreement herein authorized and upon the conditions specified in the Memorandum of Agreement, and this Resolution shall constitute affirmative official action toward the issuance of the Bonds within the meaning of applicable United States Treasury Regulations. Section 5. That the City Clerk is hereby authorized to determine, in consultation with the Company, a date for a public hearing on the plan of .financing of .the Project and the proposed issuance of the Bonds, as required by Section 103(k) of the Code, and to publish a notice of such hearing, substantially in the form and with the contents set forth in Exhibit B hereto. Said public hearing date may be the date of any regular meeting of this City Council or any special meeting for which notice is duly given, and the notice shall be published in such newspapers as the City Clerk, in consultation with the Company, may determine, but in any event not less than one time not less than 14 days prior to the public hearing date in a newspaper of general circulation within the City. Section 6. That all resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. -4- Section 7. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Fulton County, Illinois, and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Fulton County, Illinois at a regular meeting this 15th day of November, 1983, upon a roll call vote as follows: AYES: Aldermen Horr, May, Carl, Workman, Sarff, Savill, Hammond, Kovachevich. NAYS: None. ABSENT: None. APPROVED: November 15, 1983 ~ r ~~ ~ ~ , Donald E. Edwards, Mayor. ATTEST: Na cy Wh' es, City Clerk. -5- EXHIBIT A MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Canton, Illinois, a municipal corporation of the State of Illinois (hereinafter referred to as the "Issuer"), party of the first part, and Transportation Equipment Marketing Company of America, an Illinois corporation (hereinafter referred to as the "Company"), party of the second part; 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this agreement are the following: (a) The Issuer is authorized by the laws of the State of Illinois, and specifically The Industrial Project Revenue Bond Act, Ch. 24, X11-74-1 et. seq. of the Illinois Revised Statutes, as supplemented and amended (the "Act"), to acquire, improve or extend any industrial project (as defined in the Act). (b) Under the Act the Issuer is authorized to issue its revenue bonds for the purpose of financing the costs of any such project. (c) So as to accomplish the purposes of the Act, the Issuer proposes: (1) to issue one or more issues of revenue bonds (the "Bonds") pursuant to the provisions of the Act as then in effect to finance the costs of acquiring, improving and equipping a manufacturing plant (the "Project") located or to be located within the corporate limits of the Issuer and used by the Company; and (2) to lease or sell, or both, the Project to the Company, or enter into a loan agreement with the Company or enter into a ioa:: a.:re~~ment tiith the Comp~n~• with rESpect to the Project, cr any combination of the foregoing pursuant to the provisions of the Act as then in effect (any of the foregoing being referred to herein as a "Revenue Agreement"). (d) It is deemed necessary and adviseable, to accomplish the purposes of the Act, that the Project be undertaken at the earliest practicable date, and the Company has requested satis- factory assurances from the Issuer that the proceeds of the sale of one or more issues of Bonds of the Issuer will be made available to finance the Project. (e) It is the object of this Memorandum of Agreement to indicate the willingness of the Issuer to proceed with and effect such financing by virtue of the Act or such other statutory authority as may now or hereafter be conferred. 2. Undertakings on the Part of the Issuer. Subject to the conditions herein stated, the Issuer agrees as follows: (a) Subject to the conditions herein stated and to due compliance with all requirements of law and the obtaining of all necessary consents and approvals and to the happening of all acts, conditions and things required precedent to such financing, it will authorize the issuance and sale of one or more issues of its Bonds, in an aggregate principal amount determined by the Company to be sufficient to finance the cost of the Project (currently estimated by the Company not to exceed $3,000,000), or, with the mutual consent of the Issuer and the Company, such portion of the cost of the Project as shall then be permissible to qualify the Bonds under any of the exemptions contained in -2- Sec~ion lo3(b) of the Interr;a~ neverue %ode off' ~95~;, ~c ~;,~r;::e~, or any successor provision of similar import. (b) It will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 3. Undertakings on the Part of the Company. Subject to the conditions herein stated, the Company agrees as follows: (a) It will use all reasonable efforts to find one or more purchasers for the Bonds. (b) If it is finally determined by the Company to undertake the Project, it will for the improving and extending with applicable law, and at the Bonds, it will convey, grant or such contracts to the Issuer or construction and improvement of inter into a contract or contracts of the Project, all in accordance time of the delivery of the lease the Project and assign agree to complete the acquisition, the Project. (c) Contemporaneously with the delivery of the Bonds, it will enter into a Revenue Agreement with the Issuer under the terms of which the Company will obligate itself to pay (directly or through its notes, debentures, bonds or other secured or unsecured debt obligations executed and delivered to evidence or secure its obligations thereunder) sums sufficient in the aggre- gate 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, any such Revenue Agreement to contain such other provi- sions as may be required by the Act as then in effect and such -3- Uhler prO~'1SiOnS as Snail be I"iUtUG11V dCCeptakile tG t1;E ~5:~:,~Cr and the Company. The Revenue Agreement will also require the Company to pay all costs of operation, maintenance, taxes and governmental or other charges which may be assessed or levied against or with respect to the Pro,~ect. (d) The Company covenants and agrees, at its expense, to pay and to indemnify and save the Issuer and its officers, employees, attorneys and agents (each an "Indemnified Party") harmless of, from and against, any and all claims, damages, demands, expenses, liabilities and losses of every kind, character and nature asserted by or on behalf of any person, firm, corpora- tion or governmental authority arising out of, resulting from, or in any way connected with, the execution and performance of this Memorandum of Agreement and any Revenue Agreement, the issuance and sale of the Bonds or the condition, use, possession, conduct, management, planning, design, acquisition, construction, installation, financing or sale of, the Project, or any part thereof (other than the gross negligence or willful, wrongful acts of such Indemnified Party). The Company also covenants and agrees, at its expense, to pay, and to indemnify and save each Indemnified Party harmless of, from and against, all costs, reasonable counsel fees, expenses and liabilities incurred in any action or proceeding brought by reason of any such claim or demand. In the event that any action or proceeding is brought against any Indemnified Party by reason of any such claim or demand, tY~e Company shall upon notice from such Indemnified Party resist and defend any action or proceeding on behalf of such Indemnified Party. -4- l e) In ddditior. tc,~ dn~• su:;~s ;,G .able ulider (~ ~;,u•~-e, the Company shall, to the extent not paid out of the proceeds of tl~e Bonds, upon demand pay reasonable out-of-pocket expenses of the Issuer (including reasonable expenses of officers of the Issuer and fees and expenses of its counsel and bond counsel) in connection•with the performance of duties of the Issuer as required by law or under this Memorandum of Agreement or the Revenue Agreement and the authorization, execution, delivery and sale of the Bonds. (f) The Company will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof. ~I. General Provisions. (a) The Bonds shall be payable solely from revenues derived udder the Revenue Agreement. No holder of any of the Bonds may compel the exercise of the taxing power of the Issuer to pay principal or interest due on them, and the Bonds .will not evidence a debt of the Issuer or a loan or credit extended to it under any constitutional or statutory provision; such facts, along with a statement that the Bonds are issued under authority of ttie Act, shall be clearly stated on the face of each Bond. (b) All commitments of the Issuer under paragraph 2 hereof and of the Company under paragraph 3 hereof are subject to the conditions that, on or before three years f rorn the date hereof (or such other date .as shall be mutually satisfactory to the Issuer and the Company), (i) the Issuer and the Company shall have agreed to mutually acceptable terms for the Bonds and of -5- t.. ,. sae and de live~• thereof and mutuall~~ accepta~:ye te_,~,; ~.nd conditions of the Revenue Agreement, (ii) the proceedings referred to in paragraphs 2 and 3 hereof shall have been taken and (iii) all regulatory or other governmental approvals requisite to the execution of such documents and the issuance and sale of the Bonds shall have been obtained. (c) If the events set forth in (a) of this paragraph do not take place within the time set forth or any extensions thereof and the Bonds are not sold within such time, the Company will, on demand, pay all sums owing under 3(e) hereof and this Memorandum of Agreement shall thereupon terminate, except that the obligations of the Company under 3(d) hereof shall survive termination of this Memorandum of Agreement. IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum of Agreement by their officers thereunto duly authorized as of the _ day of (SEAL) Attest: City Clerk (SEAL) Attest: ecretary 1983• CITY OF CANTON, ILLINOIS By Mayor TRANSPORTATION EQUIPMENT MARKETING COMPANY OF AMERICA By -6- President EXHIBIT B NOTICE OF PUBLIC fiEARING ON THE FINANCING OF Il~TDUSTRIAL DEVELOPMENT FACILITIES FOR THE TRANSPORTATION EQUIPMENT MARKETING COMPANY OF AMERICA Public notice is hereby given that the City Council of the City of Canton, Illinois. (the "City"), on behalf of the said City, on the 6th day of December, 1983, in the City Council Chambers in the City Ha11, 210 East Chestnut Street, Canton, Illinois, at 7:00 o'clock P.M., will conduct a public hearing on (i) the proposed plan of financing the costs of acquiring, improving and equipping an industrial project consisting primarily of the acquisition and improvement of an approximately 1,285,000 square foot industrial building on an approximately 36 acre site, together with machinery and equipment in connec- tion therewith (the "Project") for use by Transportation Equipment Marketing Company of America (the "Company"), an Illinois corporation, said Project being located or to be located at 260 East Elm Street in the City, and (ii) the proposed issuance of industrial development revenue bonds by said City (the "Bonds"), in an aggregate principal amount not to exceed $3,000,000 pursuant to said plan of financing. The Bonds, if and when issued, will be limited obligations of the City, payable solely and only out of payments to be made by or on behalf of the Conq~any under a revenue agreement between the City and the Company. No holder of any of the Bonds will have the right to compel any exercise of the taxing power of the City to pay the Bonds or the interest thereon, and the Bonds will not constitute an indebtedness of the City or a loan of credit thereof within the meaning of any constitutional or statutory provision. At the time and place fixed for said public hearing, all who appear will be given an opportunity to exr~ress their views for or against the proposal to issue the Bonds and the nature and location of the Project. Written comments may be submitted on or before the aforesaid date of the public hearing to the undersigned City Clerk at the City Hall, 210 East Chestnut Street, Canton, Illinois 61520. Dated: November 15, 1983. s/Nancy Whites, City Clerk INSTRUC'T'IONS TO PUBLISHER: Publish the foregoing one time as a legal notice with the publication date being not earlier than November 16, 1983, and not later than November 21, 1983. Send your bill and four original certificates of publication to the City Attorney, City Building, 210 East Chestnut Street, Canton, Illinois 61520. APPROVED: City Clerk City Attorney