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HomeMy WebLinkAboutORDINANCE - 1688 - 12/27/1984 - ECONOMIC DEV. REVENUE BONDORDINANCE NO. 1688 AN ORDINANCE PROVIDING FOR THE FINANCING BY THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS, OF AN ECONOMIC DEVELOPMENT INDUSTRIAL PROJECT CONSISTING OF BUILDINGS, IMPROVEMENTS AND RELATED PROPERTY IN ORDER THAT HARRIS BANK ROSELLE, AS TRUSTEE UNDER TRUST NUMBER 12222 DATED OCTOBER 9, 1984 AND NOT INDIVIDUALLY, AND NERGE LIMITED PARTNERSHIP, AN ILLINOIS LIMITED PARTNERSHIP (COLLECTIVELY, THE "BORROW- ER") MAY BE PROVIDED WITH FACILITIES TO RELIEVE CONDITIONS OF UNEMPLOYMENT WITHIN THE VILLAGE THEREBY REDUCING THE EVILS ATTENDANT UPON UNEMPLOYMENT: AUTHORIZING THE ISSUANCE OF ITS $500,000 ECONOMIC DEVELOPMENT REVENUE BOND (NERGE CENTER PROJECT) IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS AND THE BORROWER; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BOND; AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF SAID BOND TO THE PURCHASER THEREOF AND RELATED MATTERS. WHEREAS, the Village of Elk Grove Village, Illinois (the "Issuer"), is authorized and empowered by the provisions of Article VII, Section 6 of the 1970 Illinois Constitution and an ordinance passed by the Board of Trustees of the Issuer on October 13, 1981 (the "Act") to finance in whole or in part the cost of the acquisi- tion, purchase, construction, reconstruction, improvement, better- ment or extension of any economic development project in order to encourage economic development of the municipality; and WHEREAS, the Issuer is further authorized by the Act to issue economic development revenue bonds payable solely from payments to be derived by the Issuer from the user of such facili- ties and secured by a mortgage and a pledge of said payments and the Act provides that such bonds shall be entitled to a mortgage and a pledge of such payments; and WHEREAS, as a result of negotiations among the Issuer, Harris Bank Roselle, as Trustee under Trust Number 12222 dated October 9, 1984, and not individually (the "Land Trust") and Nerge Limited Partnership, an Illinois limited partnership (the "Benefi- ciary") (the Land Trust and the Beneficiary are hereinafter collec- tively referred to as the "Borrower") and in reliance upon a resolution duly adopted by the Board of Trustees of the Issuer on October 9, 1984, the Borrower will enter into contracts for the acquisition of certain land within the Issuer and the construction thereon of a 14,000 square foot shopping center facility (hereinafter referred to as the "Project"), which Project is of the character and accomplishes the purposes provided by the Act, and the Issuer is willing to issue its revenue bonds to finance the cost of the Project and to enter into a loan agreement with the Borrower upon terms which will produce revenues and receipts sufficient to provide for the prompt payment at maturity of the principal and interest on such revenue bonds, 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 and convenience of the Issuer and its inhabitants to authorize the financing of the Project; and WHEREAS, it is necessary to authorize the execution of a Loan Agreement between the Issuer and the Borrower under the terms of which the Issuer will loan the proceeds of the sale of the revenue bond to the Borrower to finance a portion of the costs of construction of the Project, the payments to be paid by the Borrower to the Issuer in repayment of the loan to be sufficient to pay at -2- maturity the principal and interest on the revenue bond hereinafter authorized; and WHEREAS, it is necessary for the Issuer to execute and deliver an Indenture of Trust to River Forest State Bank and Trust Company, as Trustee (the "Trustee") for the bondholders pursuant to which the said revenue bond will be issued; and WHEREAS, the Land Trust will enter into a Mortgage and Security Agreement dated as of December 1, 1984 (the "Mortgage"), said Mortgage to be to the Issuer and assigned by the Issuer to the Trustee to secure such revenue bond; and WHEREAS, the Land Trust will enter into an Assignment of Leases and Rents dated as of December 1, 1984 (the "Assignment of Leases and Rents"), pursuant to which the Land Trust will assign all of its rights under the several leases for the rental of the various retail units comprising the Project, said Assignment of Leases and Rents to be given to the Issuer and assigned by the Issuer to the Trustee to secure such revenue bond; and WHEREAS, it is necessary to authorize the sale of said revenue bond and to execute a Bond Purchase Agreement in connec- tion therewith; and WHEREAS, the general partners of the Beneficiary will enter into a Guaranty Agreement dated as of December 1, 1984 (the "Guaranty") to the Trustee; and WHEREAS, the payment of the revenue bond shall be partially collateralized by the issuance on behalf of the Beneficiary of an Irrevocable Letter of Credit in the amount of $250,000 by the Avenue Bank of Elk Grove; and -3- WHEREAS, the Issuer has caused to be prepared and presen- ted to this meeting the following documents, which the Issuer proposes to enter into: 1. The Loan Agreement dated as of December 1, 1984, between the Issuer and the Borrower (the "Loan Agreement"); 2. The Indenture of Trust dated as of December 1, 1984 (the "Indenture"), between the Issuer and the Trustee, setting forth terms, conditions and security requirements for the proposed bond issue to finance the Project and containing the form of the Issuer's Economic Development Revenue Bond (Nerge Center Company Project) (the "Bond") to be issued in the principal amount of $500,000; and 3. The Bond Purchase Agreement to be dated as of December 1, 1984 (the "Bond Purchase Agreement"), among the Issuer, the Beneficiary and Lincoln National Bank, as Purchaser (the "Purchaser"; and WHEREAS, the Issuer held a public hearing pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended on October 9, 1984; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE VILLAGE OF ELK GROVE VILLAGE, COUNTY OF COOK AND DU PAGE, STATE OF ILLINOIS, AS FOLLOWS: Section 1. That the form, terms and provisions of the proposed Loan Agreement and Indenture be, and they hereby are, in all respects approved, and that the President and the Village Clerk of the Issuer be, and they are hereby authorized, empowered and directed to execute and deliver such instruments in the name !M and on behalf of the Issuer, to cause the Loan Agreement to be delivered to the Borrower and to cause the Indenture to be delivered to the Trustee; that the Indenture shall constitute a lien for the security of the Bond and upon all right, title and interest of the Issuer in and to the Loan Agreement (except for certain rights of the Issuer to indemnification and payment of expenses), the promis- sory note of the Borrower (the "Note") delivered pursuant thereto and the Mortgage and Assignment of Leases and Rents and in and to the payments, revenues and receipts payable to the Issuer pursuant thereto, and said revenues are hereby and in the Indenture pledged for such purpose; that the Loan Agreement and the Indenture are to be in substantially the respective forms thereof submitted to this meeting and hereby approved, with such changes therein as shall be approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from and after the execution and delivery of such instruments, the 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 such instruments as executed. Section 2. That the form, terms and provisions of the proposed Bond Purchase Agreement, a copy of which is before this meeting, be, and it hereby is, in all respects approved, and that the President and the Village Clerk of the Issuer be, and they hereby are, authorized, empowered and directed to execute the Bond Purchase Agreement in the name and on behalf of the Issuer and thereupon to cause the Bond Purchase Agreement to be delivered to -5- the Purchaser; that the Bond Purchase Agreement is to be in substan- tially the form thereof submitted to this meeting and hereby approved, with such changes therein as shall be approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of such instrument hereby approved; that the Bond Purchase Agreement shall be entered into with the Purchaser; and that from and after the execution and delivery of such instrument, the officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things necessary to carry out and comply with the provisions of such instrument as executed. Section 3. That the President or the Village Clerk of the Issuer be and are hereby authorized, empowered and directed to cause to be prepared the $500,000 principal amount Bond of the Issuer, the principal to be payable as provided in the Indenture and bearing interest from the date of issuance thereof on the balance of the principal remaining from time to time outstanding to and including December 31, 1985 at a rate equal to eighty percent (80%) of the rate charged from time to time by Lincoln National Bank, Chicago, Illinois and identified by it as its Prime Rate (hereinafter referred to as the "Prime Rate") plus two percent (2%) and from January 1, 1986 to and including December 1, 2009 at a rate equal to eighty percent (800%) of the Prime Rate, as may be modified therein. The Bond shall be subject to mandatory and optional redemption as set forth in the Indenture, as executed. The Bond shall be in substantially the form set forth in said Indenture (as executed and delivered); the Bond shall be executed -6- and attested in the name of the Issuer with the manual signature of the President and the manual signature of the Village Clerk of the Issuer; the seal of the Issuer may be affixed thereto or imprinted thereon; the President or Village Clerk of the Issuer shall cause the Bond, as so executed and attested, to be delivered to the Trustee for authentication and the Trustee is hereby request- ed to authenticate the $500,000 principal amount Bond; and the form of the Bond submitted to this meeting as the same appears in the Indenture, subject to appropriate insertion and revision in order to comply with the provisions of said Indenture 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 Indenture and this Ordinance in the principal amount of $500,000, it shall represent the approved form of the Bond of the Issuer. Section 4. That the President or Village Clerk of the Issuer be and are hereby authorized, empowered and directed to issue and sell to the Purchaser the $500,000 principal amount Bond, at a price of 100% of the principal amount thereof, as provided in the Bond Purchase Agreement. Section 5. 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, indicating without limitation endorsement or assignment of the Note, the Mortgage and the Assignment of Leases and Rents, 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. -7- 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 principal amount of $500,000 and the financing of the Project to that amount be, and the same hereby are, in all respects, approved and confirmed. Section 7. Approval is hereby granted to the issuance of the Bond pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended. Section 8. As required by Section 103(n) of the Code, the President and the Board of Trustees of the Issuer, as the public officials responsible for the private activity bond alloca- tion, hereby certify that such allocation was not made in considera- tion of any bribe, gift, gratuity, or direct or indirect contribu- tion to any political campaign. Section 9. 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. Section 10. That all ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby superseded. Section 11. This Ordinance shall be in full force and effect from and after its passage and approval, in accordance with law. PASSED this 27th day of December, 1984. APPROVED this 27th day of December, 1984. Charles J. Zettek President ATTEST: Patricia S. Smith Village Clerk Ayes: Trustees Bosslet, Chernick, Hauser, Petri, Tosto: NAYS: None; ABSENT: Trustee Uhlarik WOi