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HomeMy WebLinkAboutORDINANCE - 1726 - 5/28/1985 - INDUSTRIAL REVENUE BOND/A.J. OSTER COI MINUTES of a special public meeting of the President and Board of Trustees of the Village of Elk Grove Village, Illinois, held in the Municipal Building in said Village at 8:00 p.m., on the 28th day of May, 1985. The President called the meeting to order and directed the Village Clerk to call the roll. Upon roll call, the following answered present: Joseph T. Bosslet, Ronald L. Chernick, Dennis J. Gallitano, Edward R. Hauser, James P. Petri, Michael A. Tosto. presented, and read in full the following ordinance: ORDINANCE NO. 1726 AN ORDINANCE PROVIDING FOR THE FINANCING BY THE VILLAGE OF ELK GROVE VILLAGE, COOK AND DUPAGE COUNTIES, ILLINOIS, OF THE ACQUISITION OF LAND, THE BUILDING THEREON, CERTAIN MACHINERY AND EQUIPMENT THEREIN AND RENOVATION OF SUCH BUILDING, CONSTI- TUTING AN "ECONOMIC DEVELOPMENT PROJECT" WITHIN THE MEANING OF ORDINANCE NO. 1486, AS AMENDED; AUTHORIZING THE ISSUANCE OF A $2,000,000 INDUSTRIAL DEVELOPMENT REVENUE BOND (A. J. OSTER COMPANY, INC. PROJECT - SERIES 1985) IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF A MORTGAGE, LOAN AND SECURITY AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS AND A. J. OSTER COMPANY, INC.; AUTHORIZING THE EXECU- TION AND DELIVERY OF AN ASSIGNMENT AGREEMENT, A DEPOSITORY AGREEMENT AND A BOND PURCHASE AGREEMENT; AND RELATED MATTERS. WHEREAS, the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the "Issuer") is a duly constituted and existing municipality within the meaning of Section 1 of Article VII of the 1970 Constitution of the State of Illinois, and is a home rule unit of government under Section 6(a) of Article VII of said Constitution; and WHEREAS, pursuant to Ordinance No. 1486 duly adopted by the President and Board of Trustees of the Village of Elk Grove VIllage, Illinois on October 13, 1981, as supplemented and amended (the "Enabling Ordinance"), the Issuer is authorized to issue its revenue bonds to aid in the financing of the costs of any "economic development project", as defined in the Enabling Ordinance, for the purposes set forth therein; and WHEREAS, as a result of negotiations between the Issuer and A. J. Oster Company, Inc., a Rhode Island corporation (the "Company"), and in reliance upon a Memorandum of Agreement between the Issuer and the Company, the Company has entered into or in the future will be entering into contracts for the acquisition of certain land, the building thereon, certain machinery and equipment therein and the renovation of such building (collectively, the "Project"), which constitute an "economic development project" within the meaning of the Enabling Ordinance and which will be of the character and accomplish the purposes provided by the Enabling Ordinance, and the Issuer is willing to issue its revenue bonds to finance in part the cost of the Project and to enter into a loan agreement with the Company upon terms which will produce revenues and receipts sufficient to provide for the prompt payment at maturity of the principal, interest and redemption premiums, if any, on such revenue bonds, all as set forth in the details and provisions of the Agreement hereinafter identified; and -2- WHEREAS, it is necesr1ary and proper for the interests and convenience of the Issuer and its inhabitants to authorize the financing of the Project, and the same is a matter pertaining to the government and affairs of the Issuer; and WHEREAS, it is necessary to authorize the execution of a Mortgage, Loan and Security Agreement (the "Agreement") between the Issuer and the Company, under the terms of which the Com- pany will pay to the Issuer amounts sufficient to pay at matur- ity the principal, interest and redemption premiums, if any, on the revenue bonds hereinafter authorized; and WHEREAS, the revenue bond hereinafter authorized (the "Bond") will be sold pursuant to a Bond Purchase Agreement dated as of June 1, 1985 (the "Bond Purchase Agreement") between the Issuer, the Company, Cookson America, Inc. (the "Guarantor") and Rainier National Bank (the "Bank") as the purchaser thereof; and WHEREAS, it is necessary for the Issuer to execute and deliver the Assignment Agreement (the "Assignment") to the Bank, assigning certain of the Issuer's rights under the assignment to the Bank as holder of the Bond; and WHEREAS, it is necessary for the Issuer to execute and deliver the Depository Agreement (the "Depository Agreement") to the Bank as depository to provide for the disposition of the proceeds of the Bond and amounts in repayment of the loan to be made to the Company by the Issuer; and -3- WHEREAS, the Issuer has caused to be prepared and presented to this meeting the following documents, which the Issuer pro- poses to enter into or approve: 1. The form of Agreement, dated as of June 1, 1985, between the Issuer and the Company; 2. The form of Assignment, dated as of June 1, 1985, between the Issuer and the Bank, setting forth the terms, conditions of the assigning of certain of the Issuer's rights in.certain collateral as security for the Bond; 3. The form of Bond Purchase Agreement dated as of June 1, 1985, pursuant to which the Bond will be sold to the Bank; 4. The form of the proposed Industrial Development Revenue Bond (A. J. Oster Company, Inc. Project - Series 1985) (the "Bond") dated as of June 1, 1985, appended to the Bond Purchase Agreement; and 5. The form of Depository Agreement dated as of June 1, 1985 setting forth the terms and conditions concerning the disposition of the Bond and amounts in repayment of the loan to be made to the Company by the Issuer. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF ELK GROVE VILLAGE, COOK AND DUPAGE COUNTIES, ILLINOIS, AS FOLLOWS: Section 1. That the form, terms and provisions of the pro- posed Agreement, Assignment, Bond Purchase Agreement and Depository Agreement be, and they hereby are, in all respects �� approved, and that the President and the Clerk of the Issuer be, and they are hereby, authorized, empowered and directed to execute, acknowledge and deliver such instruments in the name and on behalf of the Issuer; that the Agreement, the Assign- ment, the Bond Purchase Agreement and Depository Agreement are to be in substantially the forms submitted to this meeting and hereby approved, with such changes therein as shall be approved by the President and Clerk of the Issuer, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the forms of the Agreement, the Assignment, the Bond Purchase Agreement and Depository Agreement hereby approved; and that from and after the execution and delivery of such instruments, the President and Clerk, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of such instruments as executed. Section 2. That the President or the Clerk of the Issuer be and each is hereby authorized, empowered and directed to cause to be prepared an issue of $2,000,000 aggregate principal amount bond of the Issuer, bearing interest at a rate of 8.9% per annum (subject to adjustment as provided in the Bond) and maturing in such form and having the other terms and provisions specified in the Bond (as executed and delivered); that said -5- Bond shall be executed irl the name of the Issuer by the manual signature of the President and attested by the manual signature of the Clerk; and the seal of the Issuer shall be affixed thereto; and that the President or Clerk of the Issuer shall cause the Bond, as so executed and attested, to be delivered to the Bank upon satisfaction of the conditions set forth in the Bond Purchase Agreement. That the form of the Bond submitted to this meeting as the same appears in the Bond Purchase Agreement, subject to appropriate insertion and revision in order to comply with the provisions of said Bond Purchase Agreement be, and the same hereby is, approved, and when the same shall be executed on behalf of the Issuer in the manner contemplated by the Bond Purchase Agreement and this Ordinance in the aggregate principal amount of $2,000,000, it shall represent the approved form of the Bond of the Issuer. Section 3. The Bond authorized hereunder and the interest thereon shall never be or be considered a general obligation of the Issuer or an indebtedness of the Issuer within the meaning of any State Constitutional provision or statutory limitation and shall not constitute or give rise to pecuniary liability of the Issuer or a charge against its general credit or taxing powers. Said Bond shall be a limited obligation of the Issuer pay- able solely from the revenues derived from the Project, as set forth in the Agreement and the Enabling Ordinance. Section 4. That the President or Clerk of the Issuer be and is hereby authorized, empowered and directed to issue and UM sell $2,000,000 principalL amount Bond on the terms and in the manner provided in the Bond Purchase Agreement. Section S. That from and after the execution and delivery of said documents, the proper officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of said documents as executed and to further the purposes and intent of this Ordinance, including the preamble hereto. Section 6. That all acts and doings of the officials of the Issuer which are in conformity with the purposes and intent of this Ordinance and in furtherance of the issuance and sale of the Bond in the aggregate principal amount of $2,000,000 and the financing of the Project to that amount be, and the same hereby are, in all respects, approved and confirmed. Section 7. The Company shall pay all fees and expenses of the Issuer in connection with the issuance of the Bond includ- ing fees of counsel of the Issuer and an administrative fee of the Issuer in the amount of 1% of the aggregate principal amount of the Bond issued. Section S. That the provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. -7- section 9. That all ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed. Sect 10• That this Ordinance shall be in full force and effect upon its passage and approval in the manner provided by law. AYES: 6 NAYS: 0 ABSENT: 0 PASSED AND APPROVED this 28th day of May, 1985. (SEAL) ATTEST: Ilafern R. Snick Deputy Village Clerk 1 I 7 ttPl� President Trustee moved and Trustee seconded the motion that said ordinance as presented and read by Trustee be adopted. After a full discussion thereof, the President directed the roll be called for a vote upon the motion to adopt the ordinance as read. Upon the roll being called, the following Trustees voted AYE: Joseph T. Bosslet, Ronald L. Chernick, Dennis J. Gallitano, Edward R. Hauser, James P. Petri, Michael A. Tosto. The following Trustees voted NAY: None Whereupon the President declared the motion carried and the ordinance adopted, and henceforth did approve and sign the same in open meeting and did direct the Clerk to record the same in full in the records of the President and Board of Trustees of the Village of Elk Grove Village, Illinois. Upon motion duly made and seconded, the meeting was adjourned. Deputy Village Clerk STATE OF ILLINOIS COUNTY OF COOK, SS I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, and as such offi- cer I am the keeper of the records and files of the President and Board of Trustees of said Village. cm I do further certify.that the foregoing constitutes a full, true and complete transcript of the Minutes of the legally con- vened meeting of said President and Board of Trustees of said Village held on the 28th day of May, 1985, insofar as the same relates to the adoption of an ordinance entitled: "AN ORDI- NANCE PROVIDING FOR THE FINANCING BY THE VILLAGE OF ELK GROVE VILLAGE, COOK AND DUPAGE COUNTIES, ILLINOIS, OF THE ACQUISITION OF LAND, THE BUILDING THEREON, CERTAIN MACHINERY AND EQUIPMENT THEREIN AND RENOVATION OF SUCH BUILDING, CONSTITUTING AN ECONOMIC DEVELOPMENT PROJECT WITHIN THE MEANING OF ORDINANCE NO. 1486, AS AMENDED; AUTHORIZING THE ISSUANCE OF A $2,000,000 INDUSTRIAL DEVELOPMENT REVENUE BOND (A. J. OSTER COMPANY, INC. PROJECT - SERIES 1985) IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF A MORTGAGE, LOAN AND SECURITY AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS AND A. J. OSTER COMPANY, INC.; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ASSIGNMENT AGREEMENT, A DEPOSITORY AGREEMENT AND A BOND PURCHASE AGREEMENT; AND RELATED MATTERS", a true, correct and complete copy of which Ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the Presi- dent and Board of Trustees on the adoption of said Ordinance was taken openly; that the vote on the adoption of said ordi- nance was taken openly; that said meeting was held at a speci- fied time and place convenient to the public; that notice of -10- said meeting was duly given to all newspapers, radio or televi- sion stations and other news media requesting such notice; and that said meeting was called and held in strict accordance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and with the provisions of the Illinois Municipal Code, as amended, and that said President and Board of Trustees has complied with all of the applicable provisions of said Act and said Code and its procedural rules in the adoption of said Ordinance. IN WITNESS WHEREOF, I have hereunto affixed my official signature and seal of said Village, this 28thday of May, 1985. (SEAL) Ilafern R. Snick Deputy Village Clerk, Village of Elk Grove Village, Cook and DuPage Counties, Illinois -11-