Loading...
HomeMy WebLinkAboutORDINANCE - 1611 - 12/13/1983 - ECONOMIC DEV. REVENUE BONDORDINANCE NO. 1611 AN ORDINANCE PROVIDING FOR THE FINANCING BY THE VILLAGE OF ELK GROVE VILLAGE, COOK AND DUPAGE COUNTIES, ILLINOIS, OF AN ECONOMIC DEVELOPMENT PROJECT CONSISTING OF LAND, A CERTAIN BUILDING, EQUIPMENT AND RELATED PROPERTY IN ORDER THAT GEORGE J. GION MAY BE PROVIDED WITH FACILITIES TO RELIEVE CONDITIONS OF UNEMPLOYMENT WITHIN THE VILLAGE THEREBY REDUCING THE EVILS ATTENDANT UPON UNEMPLOYMENT; AUTHORIZING THE ISSUANCE OF $550,000 ECONOMIC DEVELOPMENT REVENUE BONDS (GEORGE J. GION PROJECT), SERIES 1983 IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE VILLAGE OF ELK GROVE VILLAGE, COOK AND DUPAGE COUNTIES, ILLINOIS AND GEORGE J. GION; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BONDS; AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF SAID BONDS TO THE PURCHASER THEREOF AND RELATED MATTERS. WHEREAS, the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the "Issuer"), is a municipality duly organized and validly existing under the Constitution and laws of the State of Illinois; and a home rule unit of government pursuant to Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois; and WHEREAS, the Issuer is authorized pursuant to Ordinance No. 1486, as amended (the "Act") to issue its revenue bonds to finance the costs of economic development projects to the end that the Issuer may be able to relieve conditions of unemployment, to maintain existing levels of employment and to encourage the increase of industry and commerce within the State of Illinois, thereby reducing the evils attendant upon unemployment and provide for the public safety, benefit and welfare of the residents of the State of Illinois; and WHEREAS, as a result of negotiations among the Issuer and George J. Gion (the "Owner") and in reliance upon a resolution duly adopted by the, President and Board of Trustees of the Issuer on November 22, 1983, and in reliance upon a Memorandum of Agreement between the Issuer and the Owner dated November 22, 1983, the Owner has entered into contracts for the acquisition, improvement and installation of certain printing facilities (herein- after referred to as the "Project"), which will be of the character and accomplish 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 Owner 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 Loan Agreement hereinafter identified; and WHEREAS, the Issuer,on November 22, 1983, at a duly convened meeting held a public hearing on the proposed financing at which public hearing residents, taxpayers and other interested persons were given an opportunity to express their views for or against the proposed financing; 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 Owner under the terms of which the Issuer will loan the proceeds of the sale of -2- the revenue bonds to the Owner to enable it to acquire, improve and install the Project for use as a printing facility to be located within the corporate boundaries of. the Issuer, the payments to be paid by the Owner to the Issuer in repayment of the loan to be sufficient to pay when due the principal, interest and redemption premiums, if any, on the revenue bonds hereinafter authorized; and WHEREAS, it is necessary for the Issuer to authorize, execute and deliver an Indenture of Trust to First National Bank of Winnetka, Trustee (the "Trustee") for the bondholders pursuant to which the said revenue bonds will be issued; and WHEREAS, it is necessary to authorize the sale of said revenue bonds and to execute a Bond Purchase Agreement in connection therewith; and WHEREAS, the Issuer has caused to be prepared and presented to this meeting the following documents, which the Issuer proposes to enter into: 1. The Loan Agreement dated as of December 1, 1983, between the Issuer and the Owner (the "Loan Agreement"); 2. The Indenture of Trust dated as of december 1, 1983 (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 Bonds (George J. Gion Project), Series 1983 (the "Bonds") to be issued in the aggregate principal amount of $550,000; and 3. The Bond Purchase Agreement to be dated as o' December 1, 1983 (the "Rond Purchase Agreement."), among t'?e 'ssu-�r, -3- the Owner and First National Bank of Winnetka, as Purchaser (the "Purchaser"); NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF ELK GROVE VILLAGE, COOK AND DUPAGF, COUNTIES, 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 and on behalf of the Issuer, to cause the Loan Agreement to be delivered to the Owner and to cause the Indenture to be delivered to the Trustee; that the Indenture shall constitute a lien for the security of the Bonds 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, taxes and govern- mental charges), the promissory note of the Owner (the "Note") delivered pursuant thereto, 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 he 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 forms of the Loan Agree- ment and the Indenture hereby approved; and that from and a"ter the execution and delivery of such instruments, the of"icials, -4- 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. The Issuer recognizes that the Bonds are further secured by a Mortgage, Assignment of Rents and Security Agreement dated as of December 1, 1983 from the Owner to the Trustee, creating a mortgage lien on and security interest in the real estate described in said Mortgage. Section 2. That the form, terms and provisions of the pro- posed 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, autho- rized, 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 the Purchaser; that the Bond Purchase Agreement is to be in substantially 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 Agree- ment shall be entered into with such Purchaser as is approved by the Owner by his execution of such Bond Purchase Agreement; 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. -5- Section 3. That the President or the Village Clerk of t!ie Issuer be and are hereby authorized, empowered and directed to cause to be prepared an issue of $550,000 aggregate principal amount of the Bonds of the Issuer, bearing interest on the principal amount of the Bonds from time to time unpaid at a rate, except in the circum- stances hereinafter provided, equal to 75% of the Prime Rate (as defined below). In the event there shall be a Determination of Taxability (as defined in the Loan Agreement), the Bonds shall bear interest at a rate equal to the Prime Rate plus 1% per annum, such increased interest rate to become effective on the date of the Event of Taxability. Installments of principal of and interest on the Bonds which are overdue shall bear interest (to the extent such interest shall be legally enforceable) until paid, at a rate per annum equal to the Prime Rate plus 1% per annum. The principal of and interest on the Bonds is payable in 240 consecutive monthly installments, consisting of principal and interest due and payable in (1) 239 equal monthly installments of $4,686.36 each (subject to adjustments as provided in the Indenture), payable on the first day Of each month commencing February 1, 1984, and on the first day of each month thereafter to and including January 1, 2004, and (2) a final installment of principal and interest payable on February 1, 2004, in an amount equal to all unpaid principal and all accrued and unpaid interest to said date. "Prime Rate" shall mean the rate announced from time to time by First National Bank of Winnetka at its principal office in Winnetka, Illinois, as its prime rate. The Bonds shall be subject to mandatory and optional redemption as set forth in the Indenture, as executed. The Bonds shall be '_n such form and shall have the other terms and provis_sns s^ecif:e= I. in said Indenture (as executed and delivered); the Bonds shall be executed 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 shall be affixed thereto or imprinted thereon; the President or Village Clerk of the Issuer shall cause the Bonds, as so executed and attested, to be delivered to the Trustee for authentication and the Trustee is hereby requested to authenticate $550,000 aggregate principal amount of the Bonds; and the form of the Bonds 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 Inden- ture 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 aggregate principal amount of $550,000, they shall represent the approved form of the Bonds 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 $550,000 principal amount of the Bonds, at a price of 100% of the principal amount thereof, as Provided in the Bond Purchase Agreement. Section 5. That the Bonds are a limited obligation of the Issuer payable solely from payments of principal, premium, if any, and interest made by the Company on the Note in substantially the form attached to the Loan Agreement, except to the extent that the principal of, premium, if any, and interest on the Bonds may be paid out of money attributable to Bond proceeds or froom �e.mcorary -7 - investments, or from other moneys, if any, accruing to the Trustee for the benefit of the holders of the Bonds; that the Bonds do not and shall never constitute an indebtedness of the Issuer or a charge against the taxing power of the Issuer; that it shall be stated on the face of the Bonds that they have been issued under the provisions of the Act and that they do not constitute an indebted- ness of the Issuer nor a loan of credit thereof within the meaning of any constitutional or statutory provision; and that by the Indenture, the Issuer will assign or pledge to the Trustee certain of the Issuer's rights under the Loan Agreement, including the right of the Issuer to receive payments under the Note, all as security for the payment of the Bonds. Section 6. 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 7. 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 $550,000 and the financ- Ing of the Project to that amount be, and the same hereby are, in all respects, approved and confirmed. Section 8. 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 9. That the Bonds are being issued pursuant to home rule power conferred by Section 6(a) of Article VII of 1970 Constitution of the State of Illinois and this ordinance and all ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed, and this Resolution shall be effective immediately upon its adoption and approval as provided by law. Introduced and filed with Village Clerk: December 13 1983. Passed: December 13 , 1983. APPROVED: Charles J. Zettek Village President ATTEST: Patricia S. Smith Villlage Clerk