1986-02-18 - Resolution 1986-12 - APPROVING THE APPLICATION OF INDUSTRIAL TOWEL & UNIFORM, INC. AND AUTHORIZING THE VILLAGE TO EXECUTE A MOA WITH THE COMPANCY CONCERNING THE ISSUANCE BY THE VILLAGE OF ITS REVENUE BONDSA RESOLUTION OF THE VILLAGE OF BUFFALO GROVE, ILLINOIS
APPROVING THE APPLICATION OF INDUSTRIAL TOHEL & UNIFORM,
INC. AND AUTHORIZING IHE VILLAGE IO EXECUIE A MEMORANDUM OF
AGREEMENT I,iITH THE COMPANY CONCERNING THE ISSUANCE BY THE
VILLAGE OF ITS REVENUE BONDS.
IIHEREAS, the ViIlage of Buffalo Grove, Illinois (the "Village") isa political subdivision and a home rule unit of local government of the
State of Illinois: and
I.IHEREAS, Industri al Towel & Uniform, Inc. (the "Company") has ap-plied to the Village for economic assistance through the issuance by the
Village of its economic development revenue bonds to finance the acquisi-tion, renovation, expansion and equipping of a facility located in the
Village for the Company's industrial Iaundry operations (the "Project''): and
t,IHEREAS, pursuant to the powers of the Vi'l lage as a home rule unit
under the provisions of Section 5(a) of Article VII of the 1970 Illinois
Constitution and in accordance with the procedures set forth in Chapter 3.24of the Vil lage of Buffalo Grove Municipal Code, as amended (the "Enabl ing
Legislation"), the Vi'l 'lage proposes to execute a Memorandum of Agreement
relati ng to the Project; and
l^IHEREAS, the Village has declared in the Enabling Legislation its
purpose and intent to encourage the increase of industry and commerce yithin
the Village, thereby reducing the evils attendant upon unemp'loyment, and to
provide for the increased welfare and property of the residents of the
Village, which were declared and determined to be public purposes; and
l,,lHEREAS, a Memorandum of Agreement has been presented to the
Village under the terms of which the Village agrees, subject to the provi-
sions of such Agreement, to issue its limited obligation revenue bonds tofi nance the Project;
NOI.,I THEREFORE, BE IT RESOLVED
IRUSIEES OF THE VILLAGE OF BUFFALO GROVE,
as fo'l lovs:
BY THE
COOK AND
PRESIDENT AND
LAKE COUNTI ES ,
BOARD OF
ILLINOIS,
SECTION I:The Vi I lage hereby finds and determines, based on the
Company's representations, that the Project proposed by the Company and
hereinafter described will increase employment opportunities in the Village
and increase the real estate tax base of the Vi I I age, and that ai ding the
financing of the Project through the issuance of the Villaqe's revenue bonds(the "Bonds") is declared and determined to be a public purpose and a func-
tion pertaining to the government and affdirs of the Village, in accordance
with the Constitution and the Enabling Legislation.
RESOLUTION N0.86-12
SECTI0N 2: The President of the Board of Trustees of the Vil lageis hereby authorized to execute, and the Clerk of the Village is hereby au-
thorized to attest a Memorandum of Agreement (the "Memorandum of Agreement")
with the Company or its designee in substantially the form of the agreement
appended to this Resolution as Exhibit A. The Memorandum of Agreement is
hereby approved and authorized.
SECTION 3:The officers and employees of the Vil lage are hereby
authorized and directed to take such further action as is necessary to carryout the intent and purposes of the Memorandum of Agreement as executed andto issue not more than $l,750,000 principal amount of its revenue bonds uponthe terms and conditjons stated in such Memorandum of Agreement to defray
and reimburse the Company or its des ignee for the cost of acquiring,
constructing or converting, and equipping the Project (as further defined in
the Hemorandum of Agreement) and the same is declared and determined to be
consi stent with the policy of the Village to encourage economic deve)opment
tvi thi n the Vi I I age as set forth in the Enabl i ng Legi sl ation.
SECTION 4:All bonds to be i ssued by the Vi llage for the Projectshall be limited obligations of the Vi llage. Such bonds shalI not consti-
tute an indebtedness of the Village or a loan of cred'i t thereof, or a pledgeor any exercise of the Village's taxing powers. The assignment of therights to the revenues and receipts derived by the Village with respect tothe Project to the purchaser(s) of the Bonds, along with such additional
security as provided under the bond purchase agreement, shall serve as full
and complete satisfaction of the Village's obligations under the provisions
of the Enabling Legislation and such agreements as sha'l 1 be entered into in
the course of the issuance of the 8onds.
SECTION 5: All
employees of the Vil lage in
hereby rat i fi ed, confirmed
ac t ions heretofore
connect ion wi th the
and approved.
taken by any officers
financing of the Project
or
are
SECTION 6: Thi s Resolution shal i be in ful l force and effect uponits passage and approval
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PASSED this 18th day of Feb. , 1986
NAYS ABSENTAY ES
5 - Marienthal, O rReilly,
Glover, Reid, Shlelds
ATTEST
,^d'Tn &-)r*^
age Cl erk
O - None 1- Kowalskl
APPRQVED THIS rsth day of Feb., 1986.
Vil lage President
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I,IEMORANDUM OF AGREEMENT
THIS MEMoRANDUM 0F AGREEHENT is between the Village of Buffalo
Grove, Illinois, an Illinois municipality and political subdivision (the
"Village") and Industrial Towel & Uniform, Inc., an Illinois corporation
( the "Company" ) .
'l . Prel i minary Statement.Amonq the matters of mutua'l inducement
which have resulted in this Agreement are the fol loring:
(a) The Village is a home rule unit of 'local government of the
Sate of Illinois and is authorized and empowered by the provisions of its
Chapter 3.24 of the Village of Euffalo Grove Hunicipal Code, as amended (the
"Enabl ing Legislation") promulgated pursuant to the pouers granted to the
Village as a home rule unit under Sectlon 6(a) of Article VII of the 1970
Il linois Constitution, to issue its revenue bonds to finance the cost of
economi c development projects.
(b) The Company v,ishes to obtain satisfactory assurance from the
Village that the proceeds of the sale of the revenue bonds of the Vi'l lage
will be made available to it to finance the construction and equipping of a
facility located in the Village at Lot 29 in Euffalo Grove Commerce Center
Unit 2-8, yhich will be owned by George L. Leef and Ruth Leef and wi'l 1 be
'I eased to the Company, for the industrial laundry operations of the Company
( the "Project" ) .
(c) Subject to the conditions contained herein and to the compl i-
ance with all requirements of lal{ (including particularly the approval by
the appropriate zoning authorities and governmental authorities having jur-
isdiction over sewers and occupancy requirements of the Vl llage before the
issuance of the Bonds hereinafter defined), the Village, by virtue of such
authority as may nou or hereafter be conferred by the Enabling Legislation,
has indicated a rtillingness to issue and sell its industrial revenue bonds
in an amount not to exceed $l ,750,000 (the "8onds") to finance a portion of
the costs of the Project.
(d) The Village proposes to enter into a 'loan agreement (or
mortgage and loan agreement) with the Company rith respect to the Project
pursuant to the provisions of the Enabling Legislation as then in effect
(the "Agreement"). The Eonds shall be limited obligations of the Village,
payable solely out of revenues and receipts derived by the Village with re-
spect to the Project, and no holder of any such Eonds shall have the right
to compel any exercise of the taxing power of the Village or any other po-
litical subdivision of the State of Illinois. Such Bonds shall not consti-
tute an indebtedness or a loan of credit of the VilIage. Under the
Agreement, the Company shall obl igate itself to pay (directly or through
notes, debentures, bonds, or other debt obligations of the Company executed
and delivered to evidence or secure its obl igations thereunder or otherri se)
sums sufficient in the aggregate to pay the principal of and interest and
redemption premium, if any, on the Bonds as and yhen the same sha'l I become
due and payable. The purchaser(s) of the Bonds and subsequent holders
thereof, if any, must and shall agree to accept assignment of the Agreement
and rights to the revenues and receipts derived by the Village yith respect
to the Project along with such additional security as provided under the
bond purchase agreement, as full and comp'lete satisfaction of the Village,s
obligations under the provisions of the Enabling Legislation and such agree-
ments and documents as shall be entered into in the course of the issuance.
Such a provision yill be included on the face of the Bonds.
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2. Undertakinq on the Part of the Villaqe.Subject to the cond i -
tions herein stated, the Village agrees as fol'lovs:
(a) That it wi'l I authorize the issuance and sale of the Eonds pur-
suant to the terms of the Enabling Legislation and an ordlnance, to be
adopted, setting forth the details of the 8onds.
(b) That it wi'l I adopt, or cause to be adopted, such proceedings
and authorize the execution of such documents as may be necessary and advis-
able for the authorization, jssuance, and sale of the Bonds and the acquisi-
tion, construction and equipping of the Project, as aforesaid, and that it
will enter into the Agreement, whereby the Company or its designee will pay
to or on behalf of the Village such sums as shall be sufficient to pay the
principal of, and interest and redemption premiums, if any, on the Eonds as
and when the same shall become due and payable. Any such action or issuance
shalI occur only upon compliance vrith the condi tions contained herein and
pursuant to such proceedings.
(c) That 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. Undertakinos on the.Part of the Companv. Subject to the con-
ditions above stated, the Company agrees as fol lons:
(a) That it wil'l use all reasonable efforts to find one or more
purchasers satisfactory to the Village for the bonds, which shall be origi-
nally issued as a single, fully regi stered bond which may be exchangeable
for Bonds subject to the approval of modifications in such denomination by
the Village. The purchaser(s) of the bonds must and sha'l I agree to accept
assignment of the Agreement and rights to the revenues and receipts derived
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by the Village with respect to the Project as ful'l and complete satisfaction
of the village's obl igations under the provi sions of the Enabling
Legislation and such agreements as shall be entered into in the course of
the issuance and the purchaser(s) shall receive the bonds so endorsed.
(b) That con temporaneou s I y with the delivery of the Bonds, it will
enter into the Agreement with the Vil'lage under the terms of which the
Company vill obligate itself to pay the Village sums sufficient in the ag-
gregate to pay the principal of and interest and redemption premium, if any,
on the Eonds as and yhen the same sha'l I become due and payable. Such
Agreement shall be assignable by the Village as contemplated in paragraph
3(a) above. The Company agrees that the Village may require that perfor-
mance of the Company's ob'l igations under the Agreement be secured by a lien,
mortgage, col lateral assignment of lease and al'l rentals, or other security
as determined appropriate by the Village upon the property comprising the
Project.
(c) That it will assume and pay any and al'l of the administratlve
costs, including legal fees, incurred by the Village in connection rith the
consideration of the issuance of the Bonds and the issuance and sale of the
Bonds, together lrith such additional expenses or liabilities incurred as a
resuit of the Village's participation as issuer of such 8onds. The Company
agrees to be'l iable for administrative costs incurred by the Village even if
the Bonds are not issued.
(d) That the Company wi I I comply wi th al l condi tions and
requirements at law and as declared herein.
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4. General Provi s ions
(a) All commitments of the Vil'lage under Paragraph 2 hereof and of
the Company or its designee under Paragraph 3 hereof are subject to the con-
dition that on or before July 7, 1986, (or such other date as shall be mutu-
ally satisfactory to the Village and the Company), the Village and the
Company or its designee shall have agreed to mutually acceptable terms and
condltions of the loan agreement and of the Bonds and other instruments or
proceedings relating to the Eonds. 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 the Bonds shall rest solely within the complete discretion of
the parties to the Agreement. All regu'latory or other governmental
approvals requisite to the execution of such documents and the issuance and
sale of the Bonds shall first have been obtained.
(b) If the events set forth in (a) of this Paragraph 4 do not take
place hrithin the time set forth or any extension thereof and the Bonds are
not sold r{ithin such time, the Company agrees that it wi'l 1 reimburse the
Vjllage for all reasonable and necessary direct out-of-pocket expenses which
the Vi llage may incur at the Company's request or as a result or arising out
of the passage of the Resolution (including but not limi ted to the payment
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.t
of attorney and other consultant fees arising from the execution of this
Agreement and the performance by the Village of its obligations hereunder)
and this Agreement shall thereupon terminate.
IN I.IITNESS tlHEREoF, the parties hereto have entered into this agreement
by their officers thereunto duly authorized as of the 18th day
of February r 986.
VIL OF BUFFALO GROVE, iLLINOIS
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(SEAL)
ATTEST:
Clerk
INDUSTRI IONEL & UNI I NC.
By:
Its
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( SEAL )
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