Resolution 1995-06 RESOLUTION NO.�
A RESOLUTION AUTHORIZING THE EXECUTION OF A.
MEMORANDUM OF AGREEMENT (F.E. WHEATON & CO. ,
INC. PROJECT)
WHEREAS, Wesley Property Corp. , an Illinois corporation,
and F.E. Wheaton & Co. , Inc. , an Illinois corporation (collectively
the "Borrower") wish to finance the acquisition of approximately 27
acres of land located west of Illinois Route 47 and north of the
Burlington Northern Railroad in Bristol Township, Kendall County,
Illinois and the construction and equipping of an approximately
50, 000 to 60, 000 square foot building to be used in the
manufacturing of cedar stained siding and related interior millwork
products (the "Project") and wish to have the City of Yorkville,
Illinois (the "Issuer" ) issue its industrial revenue bonds to
finance the acquisition, construction and equipping of such
facilities; and
WHEREAS, a Memorandum of Agreement (the "Agreement" ) has
been presented to the Issuer under the terms of which the Issuer
agrees, subject to the provisions of such Agreement, to issue its
industrial revenue bonds to finance the Project ;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF YORKVILLE, KENDALL COUNTY, ILLINOIS, as follows :
SECTION 1 : That the Mayor of the Issuer is hereby
authorized to execute, and the City Clerk of the Issuer is hereby
authorized to attest to the Agreement with the Borrower in
substantially the form of such agreement appended to this
Resolution as Exhibit A.
SECTION 2 : That the officers and employees of the issuer
are hereby authorized to take such further action as is necessary
to carry out the intent and purposes of the Agreement as executed
and to issue not to exceed $3 , 000, 000 of its industrial revenue
bonds upon the terms and conditions stated in such Agreement for
the purpose of defraying the cost of the Project and that the same
is declared to be for a public purpose.
SECTION 3 : This Resolution shall be in full force and
effect upon its passage and approvval .
PASSED this day of NPe',A , 1995 pursuant to roll
call vote as follows.
AYES :, c
NAYS :
ABSENT:
APPROVED by me this 1 day of 1995 .
or
ATTEST:
it Cl
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STATE OF ILLINOIS }
}
COUNTY OF KENDALL }
I, the undersigned, do hereby certify that I am the duly
qualified and elected Clerk of the City of Yorkville, in the County
and State aforesaid; and as such Clerk, I am the keeper of the
official journal, records and files of the City Council of said
City.
I do further certify that the attached and foregoing is
a full, true and correct copy of;
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE EXECUTION OF A
MEMORANDUM OF AGREEMENT (F.E. WHEATON & CO. ,
INC. PROJECT) .
Passed and Approved: 1995
as adopted by the City Council of the City of Yorkville, at a
legally convened meeting in the City of Yorkville.
IN WITNESS WHEREOF, I have hereunto affixed my official
signature and the corporate seal of said ity of Yorkville, Kendall
County, Illinois this A�day of P, EZ 1995 .
1�.
C ty Cler
(CITY SEAL)
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MORAND' AG NT
THIS tSMOvzjTDUM OF AGREEMENT is between the City of
Yorkville, Illinois (the "Issuer") and Wesley Property Corp. , an
Illinois corporation and F.E. Wheaton & CO. , Inc . , an Illinois
corporation (collectively, the "Borrower") .
1. Prel . Among the matters of mutual
inducement which have resulted in t'.:'_s Agreement are the following:
(a) The Issuer is authorized under the Industrial
project Revenue Bond Act, 65 ILCS 5/X1.-74-= to 5/11-74-14 (1992
State Bar Edition) , as From time to time supplemented and amended
(t.e "Act" ) , to issue industrial revenue bonds for the purpose of
i^a;1Ci::C,
in whole or ?n part, the COSt Of she acqui 9ition,
Z7LirC�?�Se, CO:lStructiOn, �^econstrL'ct_0n, 1mprCVement, bet-ter-men": C:
eXtei Si On Of any irdllStrlal prc'eCt and t0 enter into a 1Can
agreement with the Borrower pursuan t to whicr. the proceeds of such
industrial revenue bonds may be lent to the Borrower to finance the
costs of the acquisition, construction and equipping of such an
industrial project .
(b) The Borrower wishes to obtain satisfactory
assurance from the Issuer that the proceeds of the sale of such
industrial revenue bonds of the Issuer will be made available to it
to finance the costs of acquisition of approximately 27 acres of
land located west of Route 47 and north of the Burlington Northern
Railroad in Yorkville, Illinois and of construction and equipping
Of an approximately 50, 000 square foot building to be used in the
manufacturing oz cedar stained siding and similar lumber products
(the "Project" ) .
(c) Subject to the conditions contained herein and to
the due compliance with all requirements of law, the issuer, by
virtue of such statutory authority as may now or hereafter be
conferred by the Act, will issue and sell its industrial revenue
bonds in an amount not to exceed $3, 000, 000 (the "Bonds" ) to
finance the costs o the Project .
(d) The Borrower has presented the Issuer with evidence
OIL its intention to reimburse itself for expenditures _elating to
the Project which it may pay from funds which are not proceeds of
the Bonds .
2 . Underta,"s nas nn the pert of the issuer. Subject to
the conditions above stated, the Issuer agrees as follows :
(a) That it will authorize the issuance and sale of the
Bonds pursuant to the terms of the Act as then in force .
(b) That it will, at the proper time and subject in all
respects to the prior advice, consent and approval of the Borrower,
adopt or cause to be adopted, such proceedings and authorize the
execution of such documents as may be necessary and advisable for
the authorization, issuance, and sale of the Bonds as aforesaid,
and that it will enter into a loan agreement whereby the Borrower
will pay to or on behalf of the Issuer such sums as shall be
sufficient to pay the principal and interest and redemption
premium, if any, on the Bonds as and when the same shall become due
and payable .
_2_
(c) The Issuer hereby declares its intent to assist the
Borrower under Treasury Regulations Section 1 .150-2 to reimburse
any expenditures made on costs of the Project prior to the issuance
of the Bonds with proceeds of the Bonds.
3 . Undertakings on the Part of the Borrower. Subject
to the conditions above stated, the Borrower agrees as follows :
(a) That they will use all reasonable efforts to find
one or more purchasers for the Bonds .
(b) That contemporaneously with the delivery of the
Bonds they will. enter into a loan agreement with the Issuer under
the terms of which the Borrower will obligate themselves to pay to
_:
the Issuer sums suL�L�cient in the aggregate to pay the principal c=
and interest and redemption premium, if any, on the Bonds as and
when the same shall become due and payable .
r,eral rcvis_or.s .
(a) All commitments of the Issuer under Paragraph 2
hereof and of the Borrower under Paragraph 3 hereof are subject to
the condition that on or before May 1, 1998 (or such other date as
shall be mutually sati sfactory to the Issuer and the Borrower) , the
Issuer and the Borrower shall have agreed to mutually acceptable
terms and conditions of the loan agreement and of the Bonds and
other instruments or proceedings relating to the Bonds . 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
this Agreement .
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(b) If the events set forth in (a) of this Paragraph 4
do not take place within the time set forth or any extension
thereof and the Bonds in an amount not exceeding the amount stated
above are not sold within such time, the Borrower agrees they will
reimburse the Issuer for all reasonable and necessary direct
out-of-oocket expenses which the Issuer may incur at the Borrower's
request or as a result of or arising out of this Agreement
including but not limited to the payment of attorney and other
consultant fees arising from the execution of this Agreement and
the performance by the Issuer of its obligations hereunder, and
this Agreement shall thereupon. terminate.
(c) The closing of the Bcnds in regard to the project is
subject to the receipt by the Iss-'er of sufficient volume car)
allocation from the State of Illinois or otherwise pursuant to the
Illinois Private Activity Bond Allocation Act (30 ILCS 345/1
through 345/9 (1992 State -car Edition) } . The issuer agrees to
apply for such volume cap allocation.
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IN WITNESS WHEREOF, the parties hereto have entered into
this Agreement by their officers thereunto duly authorized as of
the —11 day of
CI YO TCVIUTfN I TNOTS
ayor
(SEAL)
ATTEST:
c
iyC �k
W=S'LEY PROPERTY CORP.
By:
Its
F.E . MHEATON & CO.
5y.
Tts
I
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