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HomeMy WebLinkAboutResolution #0775'- i The City Council of the City of Canton, Fulton County, Illinois, met in OMEN public session at its regular meeting place in the COUNCIL CHAMBERS in the City of Canton at ti. ~~ o'clock ~.M. on AUGUST 1ST 1978, with H. E. CROUCH Mayor, unNrv G_ GTHTTRS City Clerk, and the following Councilmen present: Zaborac, Riley, Slaubaugh, Motsinger, Sepich, Carl, Edwards, Churchill. Yerbic, Williams, Kovachevich, Danner. Absent : ~;orr, Peak (Other Business) The following resolution was thereupon introduced and read in full: RESOLUTION N0.~S RESOLUTION authorizing the execution and delivery of a Memorandum of Agreement between the City of Canton, and Fulton Square Corporation, a not-for-profit corporation, providing for the issuance by said city of approximately $1,700,000 principal amount of revenue bonds pursuant to bhe provisions of the Act, as amended. WHEREAS the City of Canton (the "Issuer") is authorized under the provisions of the Commercial Renewal and Redevelopment Areas Act, Chapter 24, Sections 11-74.2-1 to 11-74.2-19 of the Municipal Code of Illinois, I11. Rev. Stats. 1977, as from time to time supplemented and amended (the "Act"), to acquire, construct, renovate, rehabilitate, rebuild, lease, sell and dispose of commercial projects in order to eradicate and eliminate commercial blight areas and construct redevelopment projects and commercial projects in those areas; and WHEREAS the Issuer, in order to implement the public purposes enumerated in the Act and in furtherance thereof to induce Fulton Square Corporation, a not-for-profit corporation organized and existing under the laws of the State of Illinois (the "Corporation"), to acquire and construct, commercial build- ings, ir_cluding all necessary land and buildings (the "Project"), within the territorial limits of the City of Canton, has offered to issue its commercial redevelopment revenue bonds under and pursuant to the provisions of the Act and to apply the proceeds therefrom to the payment of the cost of constructing the Project and to lease the Project to the Corporation; and WHEREAS the Corporation in reliance upon the agreement of the Issuer to construct the Project and to finance the costs thereof through the issuance of revenue bonds under the provisions of the Act, has determined to build the Project within the territorial li:T« ~~ ~~ the City of Canton; and WHEREAS it is now deemed advisable to authorize the exe- cution and delivery by the Issuer of a remorandum of Agreement ex- pressing formally and in writing the understanding heretofore informally intended upon by the Issuer and the Corporation: NO~~], 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 Agreement by and between the Issuer and the Corporation, and the City Clerk is hereby authorized and directed to affix the seal of the City thereto and to attest the -2- ,` ,same; and said Mayor and City Clerk are hereby authorized and directed to cause said Memorandum of Agreement to be delivered to, accepted and executed by the Corporation, 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 as Exhibit A. Section 2. All resolutions and orders, or parts there- of, 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 /5Tday of q U G- tl S T , 1978. i~ ~~- i, ,/~-C~-C-~-c or Attest: Cit Clerk -3- '. _, , •STATE OF ILLINOIS ) COUNTY OF FULTON ) I, /V A ~ C ~ W ~ ITFS 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 held on 1~ u. G.u $ T / 5 T 1978; 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 Agreement between said City of Canton and Fulton Square Corporation. WITNESS my official signature and seal of said City this ~~ day o f A (,~ G. i,c S T 19 7 8. ity C1 k (SEAL) -5- . ~ .~ It was thereupon moved by Alderman Senich and seconded by Alderman SlaubauQh that said resolution be adopted. Upon roll being called, the following voted: Aye: Zaborc, Riley, Slaubaugh, Motsinger, Sepich, Carl, Churchill, Yerbic, Kovachevich, Danner. One Alderman not able to vote, due to conflict of interest. Nay : Alderman Williams (Other Business) Upon motion duly seconded and voted, the City Council adjourned. Mayor Attest: ~" , Cit Clerk -4- ~z~, MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT, made and entered into this day of A ~ G-u S i 1978, by and between the City of Canton, a municipality in Fulton County, Illinois (the "Issuer"), and Fulton Square Corporation, a not-for-profit corporation, organized and existing under the laws of the State of Illinois (the "Corporation"): PJITNESSETH WHEREAS the City of Canton is authorized under the pro- visions of the Commerical Renewal and Redevelopment Areas Act, Chapter 24, Sections 11-74.2-1 to 11-74.2-19 of the Municipal Code of Illinois, I11. Rev. Stats. 1977, as from time to~time supple- mented and amended (the "Act"); to acquire, construct, renovate, rehabilitate, rebuild, lease, sell and dispose of commercial projects in order to eradicate and eliminate commercial blight areas and construct redevelopment projects and commercial projects in those areas; and WHEREAS the City of Canton, in order to implement the public purposes enumerated in the Act and in furtherance thereof to induce the Corporation to acquire and construct commercial buildings, including all necessary land and buildings (collective- ly the "Project"), within the corporate limits of the Issuer, has indicated its intent to issue its commercial redevelopment revenue bonds under and pursuant to the provisions of the Act and to apply the proceeds therefrom to the payment of the cost of the Project and to lease the Project to the Corporation; and WHEREAS the Corporation, in reliance upon the intent of the Issuer to construct the Project and to finance the cost thereof through the issuance of revenue bonds under the provisions of the Act, has determined to locate the Project within the territorial limits of the City of Canton; 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, inconsideration of the premises and of the mutual undertakings herein expressed, the parties hereto recognize and intend as follows: A. The City of Canton represents and agrees: 1. That the City of Canton is authorized by the provisions of the Act to construct the Project and for the purpose of paying the cost of such construction, including expenses incidental thereto, is authorized as aforesaid to issue its revenue bonds payable from the revenues and rental income derived by the Issuer from the Project. 2. That the City of Canton 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 Corporation, use its best efforts to authorize, issue, sell and deliver its revenue bonds in an approxmiate principal amount of $1,700,000 and apply the proceeds therefrom to the payment of the cost of the Project, provided that prior to the issuance and delivery of such revenue bonds there shall have been -2- entered into between the Issuer and the Corporation appropri- ate contracts whereby the Corporation will agree to lease the Project from the Issuer upon terms which will comply with the provisions of the Act and which will provide for the payment by the Corporation of rentals which will be sufficient to enable the Corporation to pay the principal of and interest on such revenue bonds. 3. That the construction of the Project by the Issuer is for a proper public corporate purpose and that the leasing thereof to Fulton Square Corporation is necessary to imple- ment the public purposes enumerated in the Act. B. Fulton Square Corporation represents and agrees: 1. That the Project will result in eradication and elimination of commercial blight areas. 2. That if the proposed revenue bonds (including the rate of interest thereon) of the Issuer are satisfactory to the Corporation, it will lease the Project from the Issuer upon terms which will be sufficient to pay the cost of con- structing the Project as evidenced by such revenue bonds to be issued for the account of the Project, and will enter into appropriate contracts with the Issuer with regard to the foregoing prior to the issuance and delivery of any such revenue bonds by the Issuer. C. It is further recognized and agreed between the parties hereto as follows: 1. That the revenue bonds to be issued by the Issuer shall never constitute an indebtedness of the Issuer or a -3- loan of credit thereof within the meaning of any constitu- tional 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 a mortgage and indenture of trust for the benefit of the holders of said bonds of the revenues and rental income derived by the Issuer from the Project and by a mortgage on the Project, and shall be additionally secured by a pledge to said trustee of the aforesaid lease between the Issuer and the Corporation. 2. That a primary inducement to Fulton Square Corpora- tion in locating the Project within the City of Canton is the intent of .the Issuer to construct the Project through the issuance of its revenue bonds and to lease the Project to the Corporation pursuant to the provisions of the Act. 3. That it is desirable that the Corporation rather than the Issuer arrange for the construction of the Project and the transfer thereof to the Issuer 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. 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. -4- 5. That this agreement shall inure to the benefit of the parties thereto and their respective successors and assigns. 6. That this agreement may be executed in separate counterparts, all of which shall be deemed a single instrument. IN WITNESS WHEREOF, the City of Canton, 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 Fulton Square Corporation has caused its corporate name to be hereunto sub- scribed 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 CANTON, ILLINOIS (SEAL) "•' ' Mayor Attest: ~L C•C.- ~ .~- ~ Cit Clerk (SEAL) FULTON SQUARE CORPORATION By ~ Its 2~ iU~c..~-~ Attest: L-,..- Secretary -5-