HomeMy WebLinkAboutORDINANCE - 1576 - 6/14/1983 - AUTHORIZING THE FINANCING OF PROJECTORDINANCE NO. 1576
AN ORDINANCE AUTHORIZING THE FINANCING OF AN INDUSTRIAL
PROJECT CONSTITUTING A "PROJECT" WITHIN THE MEANING OF
ORDINANCE NUMBER 1486, AS SUPPLEMENTED AND AMENDED;
AUTHORIZING THE ISSUANCE OF $3,800,000 AGGREGATE PRINCIPAL
AMOUNT OF INDUSTRIAL REVENUE BONDS, SERIES 1983 (KUKLA
PRESS, INC. PROJECT) IN CONNECTION THEREWITH; AUTHORIZING
THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, AN INDENTURE
OF TRUST, A BOND PURCHASE AGREEMENT AND RELATED DOCUMENTS;
AUTHORIZING THE APPROVAL OF THE TERMS OF A FIRST MORTGAGE
AND SECURITY AGREEMENT, A SECOND MORTGAGE AND SECURITY
AGREEMENT, GUARANTY AGREEMENTS, LEASE AND LOAN AGREEMENT,
ASSIGNMENT OF LEASE PAYMENTS, AND SECURITY AGREEMENT, ALL
TO SECURE SAID BONDS; AND RELATED MATTERS.
WHEREAS, the Village of Elk Grove Village, DuPage and
Cook Counties, Illinois (the "Issuer") is a duly constituted and
existing municipality and home -rule unit of government duly
organized and existing under the laws and Constitution of the
State of Illinois; and
WHEREAS, pursuant to Ordinance Number 1486 adopted
October 13, 1981, as supplemented and amended (the "Enabling
Ordinance"), the Issuer is authorized to issue its revenue bonds
to finance the costs of "projects", as defined in the Enabling
Ordinance, for the purposes set forth therein; and
WHEREAS, as a result of negotiations between the Issuer
and Kukla Press, Inc. (the "Company"), contracts have been executed
for the construction of a 35,000 sq. ft. building addition (the
"Building") and the acquisition of certain printing equipment
(the "Equipment") (the Building and the Equipment hereinafter
sometimes collectively referred to as the "Project"), the Building
to be owned by Bank of Wheaton, not personally but as Trustee
under a Trust Agreement dated March 2, 1976 and known as Trust
Number 2829 (the "Land Trust") and the Equipment to be owned by
the Company; and
WHEREAS, pursuant to a Lease and Loan Agreement dated
as of May 1, 1983, (the "Lease") by and between the Land Trust
and the Company, the Land Trust will lease the Building and the
underlying land to the Company for use as a printing plant and
will loan a portion of the proceeds of the Series 1983 Bonds (as
hereinafter defined) to the Company to be used by the Company
for the acquisition of the Equipment; and
WHEREAS, the Project will be located within the corporate
boundaries of the Village of Elk Grove Village (more particularly
at 855 Morse Avenue, Elk Grove Village, Illinois) and operated by
the Company as a commercial printing plant which will be an
authorized "project" under the Enabling Ordinance; and
WHEREAS, pursuant to the Assignment of Lease Payments
dated as of May 1, 1983 (the "Assignment") from the Land Trust
to the Trustee (as hereinafter defined), the Land Trust will assign
to the Trustee certain payments to be made by the Company under
the Lease in order to secure the Note and the Series 1983 Bonds
(both as hereinafter defined); and
WHEREAS, it has been determined that the Industrial Revenue
Bonds, Series 1983 of the Issuer in the aggregate principal amount
of $3,800,000, to be divided into a Series 1983-A Bond (the "Series
1983-A Bond") in the principal amount of $1,300,000 and a Series
1983-B Bond (the "Series 1983-B Bond") in the principal amount
of $2,500,000 (the Series 1983-A Bond and the Series 1983-B Bond
being herein collectively referred to as the "Series 1983 Bonds")
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should be initially issued, sold and delivered in the first
instance to provide proceeds for loan to the Land Trust to pay
a portion of the cost of the Project; and
WHEREAS, the Series 1983 Bonds issued under the Indenture
of Trust dated as of May 1, 1983 (the "Indenture") from the
Issuer to Lake Shore National Bank, as Trustee (the "Trustee"),
will be secured by a first mortgage on the real property owned
by the Land Trust on which the Building will be located pursuant
to the terms and conditions of a First Mortgage and Security
Agreement dated as of May 1, 1983 (the "First Mortgage") by and
between the Land Trust and the Trustee, a second mortgage on
certain adjacent real property pursuant to the terms of a Second
Mortgage and Security Agreement dated as of May 1, 1983 (the
"Second Mortgage") by and between the Land Trust and the Trustee
(the First Mortgage and the Second Mortgage hereinafter collectively
referred to as the "Mortgages"), a security interest in the
Equipment pursuant to the terms of the Security Agreement dated
as of May 1, 1983 (the "Security Agreement") from the Company to
the Trustee, and the Series 1983 Bonds will be further secured
by a Guaranty Agreement (the "Corporate Guaranty") dated as of
May 1, 1983, from Kukla Press, Inc. (the "Corporate Guarantor")
to the Trustee and a Guaranty Agreement (the "Individual Guaranty")
dated as of May 1, 1983, from Stanley J. Kukla, Jr., Robert J.
Kukla and Fred Kukla, sole beneficiaries of the Land Trust (the
"Individual Guarantors"), to the Trustee (the Corporate Guaranty
and the Individual Guaranty hereinafter sometimes collectively
referred to as the "Guaranty Agreements"); and
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WHEREAS, the Project will be located within the Village
of Elk Grove Village, Illinois, will constitute a "project"
within the meaning of the Enabling Ordinance and will be of the
character and accomplish the purposes provided by the Enabling
Ordinance; and
WHEREAS, the Issuer is willing to issue its Series 1983
Bonds to finance the cost of the Project and to enter into a
loan agreement with the Land Trust upon terms which will produce
revenues and income sufficient to provide for the prompt payment
at maturity of the principal of, interest and redemption premium,
if any, and other amounts due on such Series 1983 Bonds; and
WHEREAS, pursuant to the requirements of the Tax Equity
and Fiscal Responsibility Act of 1982, and a public notice
published on May 31, 1983 in the The Daily Herald, a newspaper
of general circulation in the Village of Elk Grove Village and
environs, a public hearing on the plan of financing for the
Project was held by this President and Board of Trustees on
June 14, 1983; 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 the issuance of its Series 1983
Bonds to finance the Project; and
WHEREAS, it is necessary to authorize the execution and
delivery of a Loan Agreement dated as of May 1, 1983, by and
between the Issuer and the Land Trust (the "Agreement"), under the
terms of which the Land Trust will pay amounts sufficient to pay at
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maturity the principal of, interest and redemption premium, if
any, and other amounts due on the Series 1983 Bonds; and
WHEREAS, it is necessary to authorize the execution and
delivery of the Indenture, setting forth the terms, conditions
and security requirements for the proposed bond issue to finance
the Project; and
WHEREAS, it is necessary to authorize the sale of said
Series 1983 Bonds and to execute a Bond Purchase Agreement dated
as of May 1, 1983 (the "Bond Purchase Agreement") by and among
the Issuer, Lake Shore National Bank and Chemical Bank (Lake
Shore National Bank and Chemical Bank hereinafter sometimes
collectively referred to as the "Purchasers"); and
WHEREAS, the Issuer has caused to be prepared and
presented to this meeting the following documents, which the
Issuer proposes to enter into or approve the terms of:
1. The form of Agreement including the promissory
note of the Land Trust issued pursuant to the
Agreement (the "Note");
2. The form of Indenture;
3. The form of Bond Purchase Agreement;
4. The form of each of the Mortgages;
5. The form of each of the Guaranty Agreements;
6. The form of the Security Agreement;
7. The form of the Lease;
8. The form of the Assignment; and
9. The form of the proposed Series 1983 Bonds; and
WHEREAS, it appears that each of the instruments above
referred to, which are now before this meeting, is in appropriate
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form and is an appropriate instrument to be approved, or executed
and delivered by the Issuer for the purpose intended;
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND
BOARD OF TRUSTEES OF THE VILLAGE OF ELK GROVE VILLAGE, DUPAGE
AND COOK COUNTIES, ILLINOIS, AS FOLLOWS:
Section 1. That the form, terms and provisions of the
proposed Indenture be, and they hereby are, in all respects
approved; that the President and the Village Clerk of the Issuer
be, and they are hereby, authorized, empowered and directed to
execute, acknowledge and deliver the Indenture in the name and
on behalf of the Issuer, and thereupon to cause the Indenture
to be executed, acknowledged and delivered by the Trustee; that
the Indenture shall constitute a lien for the security of the
Series 1983 Bonds issued thereunder upon all right, title and
interest of the Issuer in and to the Agreement, including the
Note.and all other revenues and income derived from the Agreement
(except that the Issuer will not assign its rights to receive
certain expense and indemnification payments); and that the
Indenture is to be in substantially the form presented 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 Indenture now before this meeting.
Section 2. That the form, terms and provisions of the
proposed Agreement be, and they hereby are, in all respects
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approved; that the President and the Village Clerk of the Issuer be,
and they hereby are, authorized, empowered and directed to execute,
acknowledge and deliver the Agreement in the name and on behalf
of the Issuer, and thereupon to cause the Agreement to be executed,
acknowledged and delivered by the Land Trust; and that the Agree-
ment is to be in substantially the form presented to this meeting
and hereby approved, or 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 Agreement now before this meeting.
Section 3. That the form, terms and provisions of the
proposed Bond Purchase Agreement be, and they hereby are, in all
respects approved; that the President and the Village Clerk of
the Issuer be, and they hereby are, authorized, empowered and
directed to execute, acknowledge and deliver the Bond Purchase
Agreement in the name and on behalf of the Issuer, and thereupon
to cause the Bond Purchase Agreement to be executed, acknowledged
and delivered by each of the Purchasers; and that the Bond Purchase
Agreement is to be in substantially the form presented to this
meeting and hereby approved, or 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 Bond Purchase Agreement now before this meeting.
Section 4. That the President or the Village Clerk of the
Issuer be and is hereby authorized, empowered and directed to
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cause to be prepared the Series 1983 Bonds of the Issuer in the
aggregate principal amount of $3,800,000, bearing interest at the
rates, maturing on the dates and in the principal amounts, subject
to redemption prior to maturity, in such form and having the
other terms and provisions specified in the Indenture (as executed
and delivered); that the Series 1983 Bonds shall be executed in
the name of the Issuer with the manual signature of the President
of the Issuer and attested by the manual signature of the Village
Clerk of the Issuer, and the seal of the Issuer is to be impressed
or imprinted thereon; and that the President or Village Clerk of
the Issuer shall cause the Series 1983 Bonds, as so executed and
attested, to be delivered to the Trustee for authentication.
Section 5. That the form of the Series 1983 Bonds sub—
mitted to this meeting as the same appears in the Indenture,
subject to appropriate insertions and revisions in order to comply
with,the provisions of the 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 aggregate principal amount of $3,800,000, shall
represent the approved form of Series 1983 Bonds of the Issuer.
Section 6. That the President or Village Clerk of the
Issuer be and is hereby authorized, empowered and directed to
issue and sell to the Purchasers the Series 1983 Bonds in the
aggregate principal amount of $3,800,000, at a price of $3,800,000
plus accrued interest to the date of delivery of the Series 1983
Bonds as provided in the Bond Purchase Agreement.
Section 7. That the forms, terms and provisions of each
of the Mortgages, each of the Guaranty Agreements, the Security
Agreement, the Assignment and the Lease, be, and they hereby
are, in all respects approved.
Section 8. 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 and approve all such documents
as may be necessary to carry out and comply with the provisions
of the Agreement, the Indenture, the Bond Purchase Agreement,
the Mortgages, the Guaranty Agreements, the Security Agreement,
the Lease, the Assignment and.the Series 1983 Bonds, as executed,
and to further the purposes and intent of this Ordinance,
including the preamble hereto.
Section 9. That adoption of this Ordinance by this
Board of Trustees as well as approval hereof by the President
of the Issuer shall constitute the approval by the "applicable
elected representative" required by Section 103(k)(2)(B)(1) of
the Internal Revenue Code of 1954, as amended by the Tax Equity
and Fiscal Responsibility Act of 1982.
Section 10. 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
Series 1983 Bonds and the financing of the Project be, and the same
hereby are, in all respects, ratified, approved and confirmed.
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Section 11. That the provisions of this Ordinance are
hereby declared to be separable, and if any section, phrase or
provision hereof 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 of this Ordinance.
Section 12. 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 13. That this Ordinance shall be in full force
and effect immediately upon its adoption.
Passed and approved by the President and the Board of
Trustees of the Village of Elk Grove Village, DuPage and Cook
Counties, Illinois, this 14th day of- June , 1983.
SEAL]
Approved:
Pre den
Attest:
Village Clerk
Ayes: Trustees: Joseph T. Bosslet, Ronald L. Chernick, Edward R. Hauser,
James P. Petri, Michael A. Tosto, Stephen M. Uhlarik
Nays: none
Absent or Not Voting: none
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