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HomeMy WebLinkAboutORDINANCE - 1681 - 12/11/1984 - ECONOMIC DEV. PROJECT, FINANCING OFORDINANCE AN ORDINANCE AUTHORIZING THE ISSUANCE OF AN INDUSTRIAL DEVELOPMENT REVENUE BOND (COLLINS CO., LTD. PROJECT) OF THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS, FOR THE PURPOSE OF ASSISTING COLLINS CO., LTD. IN FINANCINGiTHE COSTS OF AN INDUSTRIAL DEVELOPMENT PROJECT WITHIN THE MEANING OF THE VILLAGE OF ELK GROVE VILLAGE REVENUE BOND ORDINANCE; AUTHORIZING THE SALE OF THE BOND; PROVIDING FOR THE PLEDGE AND ASSIGNMENT OF REVENUES AND VARIOUS INSTRUMENTS FOR THE PAYMENT OF SAID BOND; AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT PERTAINING TO THE PROJECT, AND AN ASSIGN- MENT THEREOF TO PROVIDE SECURITY FOR THE PAYMENT OF SAID BOND. WHEREAS, the Village of Elk Grove Village, Illinois (the "Issuer"), by virtue of Ordinance No. 1486 of the Village of Elk Grove Village duly adopted by the Issuer (the "Enabling Ordinance"), is authorized and empowered, among other things to issue its revenue bonds, for the purpose of making a'loan to defray in whole or in part the project costs of an "economic development project" as defined in the Enabling Ordinance; WHEREAS, as a result of negotiations between the Issuer and Collins Co., Ltd., a North Dakota corporation qualified to do business in Illinois (the "Company"), and in reliance upon a Memorandum of Agreement between the Issuer and the Company, the Company has made plans to renovate, construct, equip, improve and furnish a facility to be used as an office, showroom and warehouse located within the Village of Elk Grove Village (the "Project"), such project constituting an economic development project within the meaning of the Enabl- ing Ordinance, and the Issuer is willing to issue its Indus- trial Development Revenue Bond to finance the Project Costs as defined in the Enabling Ordinance 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 of the principal and interest on such revenue bond, all as set forth in the details and provisions of the Loan Agreement hereinafter identified; and WHEREAS, it is necessary and proper for the interests of the Issuer and its inhabitants to authorize the issuance of the $1,500,000 Industrial Development Revenue Bond (Collins Co., Ltd. Project) (the "Bond") for the purpose of financing the Project Costs; and WHEREAS, Pittsburgh National Bank located in Pittsburgh, Pennsylvania (the "Holder") has offered to purchase the Bond at a price acceptable to the Issuer and to the Company, and in order to provide for the issuance of the Bond it is neces- sary for the Issuer to authorize the execution of the following described documents heretofore placed on file with the Village Clerk. (1) A Loan Agreement �ated as of December , 1984 between the Issuer and the Company (the "Agreement"); (2) An Assignment of Loan Agreement and Revenues dated as of December 1984 between the Issuer and the Holder (the "Assignment"); (3) A Bond Purchase Agreement dated as of December 1984 between the Issuer, the Holder and the Company (the "Bond Purchase Agreement"); and (4) An Escrow Agreement dated as of December 1984 between the Company, the Holder and Chicago Title and Trust Company, Chicago, Illinois (the "Escrow Agreement"). NOW, THEREFORE, be it resolved by the President and the Board of Trustees of the Village of Elk Grove Village: Section 1. Definitions. In addition to the words and terms elsewhere defined in this Bond Ordinance, the following words and terms as used in this Bond Ordinance shall have the following meanings unless the context or use clearly indicates another or different meaning or intent: "Agreement" means the loan agreement between the Issuer and the Company, dated as of December , 1984, as the same may be amended or supplemented in accordance with the applic- able provisions thereof. "Assignment" means the Assignment of Loan Agreement and Revenues, dated as of December _, 1984, from the Issuer to the Holder, as the same may be amended or supplemented in accordance with the applicable provisions thereof. "Bond" means the Industrial Development Revenue Bond (Collins Co., Ltd. Project) in the principal amount of $1,500,000 of the Issuer authorized by this Bond Ordinance. "Bond Ordinance" means this Ordinance, as the same may be lawfully amended or supplemented. -2- "Bond Purchase Agreement" means the Bond Purchase Agree- ment between the Issuer and the Holder, dated as of December 1984, as the same may be amended or supplemented in accordance with the applicable provisions thereof. "Company" means Collins Co., Ltd., a North Dakota corpo- ration qualified to do business under the laws of the State, and its lawful successors and assigns. "Company Note" means the promissory note of the Company in the principal amount of $1,500,000 to be executed and delivered to the Issuer and endorsed to the Holder pursuant to the Agreement. "Construction Fund" means the Village of Elk Grove Vil- lage, Illinois Construction Fund created and established pursuant to the Escrow Agreement. "Escrow Agreement" means the escrow agreement entered into between the Holder, the Issuer and Chicago Title and Trust Company dated as of December , 1984, as the same may be amended or supplemented in accordance with the applicable provisions thereof. "Enabling Ordinance" means the Village of Elk Grove Village Industrial Revenue Bond Enabling Ordinance, being Ordinance No. 1486, as amended, duly adopted by the Issuer. "Holder" means the Original Purchaser as the Initial Holder of the Bond; or, upon the transfer and assignment thereof, any person at the time holding the Bond. "Issuer" means the Village of Elk Grove Village, Illi- nois. "Loan" means the loan by the Issuer to the Company of the proceeds from the sale of the Bond. "Loan Payments" means the amounts required to be paid by the Company pursuant to the provisions of Section IV of the Agreement in repayment of the Loan, as evidenced by the Company Note. "Mortgage" means the Mortgage dated as of December , 1984 from the Company to the Original Purchaser. "Original Purchaser" means Pittsburgh National Bank, a national banking association, Pittsburgh, Pennsylvania. -3- "Person" means a natural person, firm, association, corporation or a public body. "Project" means the equipment and facilities comprising the Project Facilities, as defined in the Agreement. "Project Costs" means the sum of the monies authorized to be disbursed from the Cog4struction Fund pursuant to the provisions of Section 3.3 of the Agreement. "Project Purpose" means constructing, renovating, equip- ping, improving and furnishing a commercial facility for use as an office, showroom and warehouse or such related and subsequent uses as are permitted by the Agreement. "Revenues" means (a) the Loan Payments, (b) all other moneys received by the Issuer, or by the Holder for the account of the Issuer, in respect of repayment of the Loan, and (c) all earnings derived from the investment of the Loan Payments and such other monies. "State" means the State of Illinois. Any reference herein to the Issuer or to any officers thereof or to the governing body of the Issuer, or to any officers thereof, shall include those who succeed to their functions, duties or responsibilities pursuant to or by oper- ation of law or who are lawfully performing their functions. Any reference to a section or provision of the Illinois Statutes shall include such section or provision or chapter as from time to time amended, modified, revised, supplemented or superceded, provided that no such amendment, modification, revision, supplementation or supercession shall alter the obligation to pay the Bond service charges in the amount and manner, at the times, and from the sources provided in the Bond Ordinance and the Agreement, except as otherwise herein permitted. Unless the context shall otherwise indicate, words im- porting the singular number shall include the plural number, and vice versa, and the terms "hereof", "hereby", "hereto", "hereunder" and similar terms mean this Bond Ordinance. Section 2. Determinations of Legislative Authority. It is hereby determined that (a) the Project is an Economic Development Project as defined in the Enabling Ordinance and is consistent with and in furtherance of the purposes of said Enabling Ordinance; (b) the completion and use of the -4- Project will benefit the people of the Village of Elk Grove Village by encouraging the economic development and the visibility of the Village of Elk Grove Village; and (c) the provision of loan assistance in financing the cost of con- structing, renovating, equipping, improving and furnishing the Project will require the issuance, sale and delivery of the Bond in the principal amount of $1,500,000, which shall be payable and secured as provided herein. Section 3. Authorization and Terms of the Bond. (a) It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided and authorized herein pursuant to the authority of the Enabling Ordinance, the Bond in the principal amount of $1,500,000 for the pur- pose of assisting in financing the costs of constructing, renovating, equipping, improving and furnishing the Project for the Project Purpose. The Bond shall be designated "Industrial Development Revenue Bond (Collins Co., Ltd. Project)". (b) The Bond shall be issued as a single registered instrument in the denomination of $1,500,000, substantially in the form attached hereto as Exhibit A (which is incorpo- rated herein by reference and made a part hereof as if set forth in full herein); shall be dated as of its date of delivery; shall bear interest, mature and be subject to man- datory and optional prepayment or redemption; and shall be payable as set forth in Exhibit A. (c) The Bond shall be executed on behalf of the Issuer by the President and attested by the Village Clerk, and shall bear the corporate seal of the Issuer or a facsimile thereof. (d) The Bond shall be payable solely from, and secured by a pledqe and assignment.of, the Revenues. Anything in this Bond Ordinance or the Bond to the contrary notwith- standing, neither this Bond Ordinance nor the Bond shall constitute an indebtedness or a loan of credit or a pledge of the faith and credit of the Issuer, and the Bond shall contain on the face thereof a statement to that effect and that such Bond is payable solely from the Revenues. Section 4. Sale of Bond. The Bond is hereby sold and awarded to the Original Purchaser at a purchase price equal to the par value of the principal amount thereof. The Presi- dent and Village Clerk, and such officers as they may desigate, are authorized and directed to make the necessary arrange- ments with the Holder to establish the date, location, proce- -5- dure and conditions for the delivery of the bond to the Holder, and to take all steps necessary to effect due execution and delivery of the bond to the Holder under the terms of this Bond Ordinance and the Bond Purchase Agreement. It is hereby determined that the price for and the terms of the Bond, and sale thereof, all as provided in this Bond Ordinance, are in the best interest of the Issuer and in compliance with all legal requirements. Section 5. Deposit and Disposition of Proceeds of the Bond. The Holder is authorized and directed to deposit the proceeds of the Bond in the Construction Fund, to be held by Chicago Title and Trust Company as Escrow Agent under the Escrow Agreement which Escrow Agent will make disbursement of the proceeds from the sale of the Bond in accordance with the provisions of the Escrow Agreement and the Bond Purchase Agreement. Section 6. Pledge and Assignment of Revenues. The Issuer hereby pledges and assigns its right, title and inter- est in all Revenues to the Holder as security for the payment of debt service, including, without limitation, all Loan Payments which under the terms of the Agreement and the ,Company Note are to be paid by the Company directly to the Holder for application to the payment of such Bond service charges. The President and Village Clerk, and such officers as they may designate, are authorized and directed to make the necessary arrangements with the Holder to establish the date, location, procedure and conditions for delivery of the Assignment, to take all steps necessary to effect due execution and delivery of the Assignment to the Holder under the terms of this Bond Ordinance, and to take such other action as may be deemed necessary or appropriate to further evidence such pledge and assignment. Section 7. Additional Covenants of Issuer. The Issuer further covenants and agrees with the Holder as follows: (a) Pa Lent of Debt Service. The Issuer will, solely from the sources herein provided, pay or cause to be paid the debt service on the Bond on the dates, at the places and in the manner provided herein and in the Bond. (b) Performance of Covenants, Authority and Actions. The Issuer will at all times faithfully observe and perform all agreements, covenants, undertakings, stipulations and provisions contained in the Agreement, the Assignment, the Bond Ordinance, the Bond and all proceedings of the Board of Trustees pertaining thereto, on its part to be performed or observed. The Issuer covenants that it is, and upon de- livery of the Bond will be, duly authorized by the Constitu- tion and laws of the State of Illinois, including particularly and without limitation the Enabling Ordinance, to issue the Bond, to execute the Agreement and the Assignment and to provide the security for payment of the debt service in the manner and to the extent herein and in the Bond set forth; that all actions on its part! for the issuance of the Bond and execution and delivery of the Agreement and the Assign- ment have been or will be duly and effectively taken; and that the Bond in the hands of the Holder will be a valid and enforceable special, limited obligation of the Issuer according to the terms thereof. Each obligation of the Issuer required to be undertaken pursuant to this Bond Ordinance, the Agree- ment, the Assignment and the Bond is binding upon the Issuer, and such officer or employee thereof as may from time to time have the authority under law to take such actions as may be necessary to perform all or any part of such obli- gation. (c) Pledge and Assignment of Revenues. The Issuer will not pledge or assign the Revenues or create or perMit to be created any debt, lien or charge thereon other than the pledge and assignment thereof under this Bond Ordinance and the Assignment. (d) Recordings and Filings. The Issuer will, at the expense of the Company, cooperate to cause the Agreement and the Assignment and any amendments or supplements to any, and any other related documents or instruments relating to the pledge and assignment of Revenues, to be recorded and filed in such manner and in such places as may be required by law in order to fully preserve and protect the security of the Holder. (e) Inspection ofProject Books. All books and docu- ments in the Issuer's possession relating to the Project and the Revenues shall at all times be open to inspection by such accountants or other agents of the Holder as the Holder may from time to time designate. (f) Rights under and Enforcement of the Agreement. The Holder, in its name or in the name of the Issuer, may enforce all rights of the Issuer and all obligations of the Company under and pursuant to the Agreement, whether or not the Issuer is in default of the pursuit or enforcement of such rights and obligations. Notwithstanding the foregoing, -7- the Issuer shall do all things and take all actions on its part necessary to comply with the obligations, duties and responsibilities on its part under the Agreement and will take all actions within its authority to keep the Agreement in effect in accordance with the terms thereof. (g) No Arbitrage; Delivery of Transcript. The Issuer will restrict the use of the proceeds of the Bond in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time of the delivery of and payment for such Bond, so that the Bond will not constitute an arbitrage bond under Section 103(c) of the Internal Revenue Code of 1954, as amended, and the applicable income tax regulations under that Section. The President or Village Clerk or any other officer having responsibility for issuing the Bond is authorized and directed, alone or in conjunction with any of the foregoing or with any other officer, employee, consultant or agent of the Issuer, or with the Company or any employee, consultant or agent of the Company, to give an appropriate certificate of the Issuer, for inclusion in the transcript of proceedings for the Bond, setting forth the reasonable expectations of the Issuer regarding the amount and use of the proceeds of the Bond and the facts and estimates on which they are based, such certif- icate to be premised on the reasonable expectations and the facts and estimates on which they are based as provided by the Company, all as of the date of delivery of and payment for such Bond. The Village Clerk, or other appropriate officer of the Issuer, shall furnish to the Holder a true transcript of proceedings, certified by said Clerk, of all proceedings had with reference to the issuance of the Bond along with such information from the records as is necessary to determine the regularity and validity of the issuance of said Bond. Section 8. Registration and Transfer of Bond; Person Treated as Owner. The Issuer hereby authorizes books for the registration and for the transfer of the Bond (herein- after called the "Bond Register") to be kept by the Company, which is hereby constituted and appointed the Bond Registrar of the Issuer. Upon surrender for transfer of the Bond at the principal office of the Company, duly endorsed by, or accompanied by a written instrument or instruments of transfer in a form satisfactory to the Company and duly executed by the registered holder or his attorney duly authorized in writing, the Company shall note on the Bond Register the name of the new registered owner of the Bond, but the Issuer shall not execute in the name of the transferee a new Bond. The Issuer shall have the right, for any reason at its sole cm discretion, to name a new Bond Registrar to replace the Company. The person in whose name the fully registered Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of either principal of or interest on the Bond shall be made only to or upon the order of the registered owner thereof or his legal representative, but such regis- tration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. Section 9. Execution and Delivery of Documents. In order to provide for the issuance and sale of the Bond and the consummation of the transactions consummated thereby, the President and the Village Clerk are hereby authorized and directed to execute, acknowledge and deliver, in the name and on behalf of the Issuer, the Agreement, the Bond Purchase Agreement, the Bond and the Assignment, in substan- tially the forms heretofore placed on file with the Village Clerk, which instruments are hereby approved, with such additions thereto or modifications thereof which are not inconsistent with this Bond Ordinance and are not substan- tially adverse to the Issuer as may be permitted by the Enabling Ordinance and acceptable to the officers executing the same on behalf of the Issuer. The approval of such changes by said officers, and that such are not substan- tially adverse to the Issuer, shall be conclusively evi- denced by the execution of such instruments. Section 10. Replacement. (a) In the event the Bond is mutilated, lost, wrongfully taken or destroyed, the Issuer shall execute in the name of the then Holder of such muti- lated, lost, wrongfully taken or destroyed Bond, a new Bond of like date and upon like terms as that mutilated, lost, wrongfully taken or destroyed; provided that, in the case of any mutilated Bond, such mutilated Bond shall first be sur- rendered to the Village Clerk of the Issuer, and in the case of any lost, wrongfully taken or destroyed Bond, there shall first be furnished to the said Village Clerk and to the Com- pany evidence of such loss, wrongful taking or destruction satisfactory to the Village Clerk of the Issuer and the Com- pany together with indemnity satisfactory to them. The said Clerk and the Issuer may charge the then registered Holder of such mutilated, lost, wrongfully taken or destroyed Bond with their reasonable fees and expenses in connection with their action taken pursuant to this paragraph. ME (b) Each new Bond issued pursuant to this Section 10 shall, subject to the conditions thereof, constitute a con- tractual obligation of the Issuer in substitution for the previously issued Bond and shall be entitled to all of the benefits, subject to all the conditions, of the Bond Ordinance, the Agreement, and all other documents given as security for the payment or otherwise in connection with the issuance of the Bond. Section 11. Other Documents. The President and the Village Clerk are hereby further authorized and directed to execute such certifications, assignments and instruments as are necessary or appropriate to perfect the pledge and as- signments set forth herein and in the Assignment and to con- summate the transactions contemplated by this Bond Ordinance, the Agreement and the Assignment. Section 12. Federal Tax Election. The Issuer hereby elects to have the limitation on capital expenditures speci- fied in Section 103(b)(6)(D) of the Internal Revenue Code of 1954 applied to the Bond, and the execution and filing with the Internal Revenue Service of a statement regarding such election, as provided by the rules and regulations of the Internal Revenue Service, by the President or the Village Clerk is hereby authorized, approved, ratified and affirmed. Section 13. No Liability of Issuer, Etc. (a) Neither the Issuer, the State of Illinois, nor any political subdivi- sion thereof shall in any event be liable for the payment of principal of, premium, if any, or interest on the Bond, or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever of the Issuer, and neither the Bond nor any of the Issuer's agreements or obligations shall be construed to constitute an indebtedness or a loan of credit of the Issuer, the State of Illinois, or any poli- tical subdivision thereof within the meaning of any consti- tutional or statutory provisions whatsoever nor shall the Bond be construed to create any moral obligation of the Issuer, the State of Illinois or any political subdivision thereof. Neither the faith and credit nor the taxing power of the State of Illinois, the Issuer or any political subdivision of the State of Illinois, is pledged to the payment of the principal of the Bond, the interest or any premium thereon, or other costs incident thereto. (b) No recourse shall be had for the payment of the principal of or interest on the Bond or for any claim based thereon or upon any obligation, covenant or agreement in -10- this Ordinance contained, against any past, present or future official, officer or employee of the Issuer, or any successor corporation, as such, either directly or through the Issuer or any successor corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assess- ment or penalty or otherwise, and all such liability of any such official, officer or employee as such is hereby expressly waived and released as a condition of and in consideration for the adoption of this Bond Ordinance and execution of the Agreement and the issuance of the Bond. Section 14. Compliance with Open Meeting Requirements. It is hereby found and determined that all formal actions of the President and Board of Trustees of the Issuer concerning and relating to the adoption of this Bond Ordinance were adopted in an open meeting of the President and Board of Trustees of the Issuer and that all deliberations of the President and Board of Trustees of the Issuer and of any of its committees that resulted in such formal action, were in meetings open to the public, in compliance with all legal requirements. Section 15. Effective Date. This Bond Ordinance Shall takean3 be in full forcii and effect from and after -11- its adoption and approval by the President and the Board of Trustees. PASSED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS this day of December, 1984. APPROVED: Name Yea Nay (SEAL) ATTEST: Village Clerk -12- resident