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HomeMy WebLinkAboutORDINANCE - 1548 - 11/16/1982 - INDUSTRIAL REVENUE BONDS/EXCELLO PRESSORDINANCE NO. 1548 AN ORDINANCE OF THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS APPROVING THE APPLICATION OF THE EXCELLO PRESS, INCORPORATED TO AUTHORIZE THE ISSUANCE AND SALE OF ITS $1,000,000 ECONOMIC DEVELOPMENT REVENUE BOND (THE EXCELLO PRESS, INCORPORATED PROJECT), SERIES 1982A AND ITS $3,000,000 ECONOMIC DEVELOP- MENT REVENUE BONDS (THE EXCELLO PRESS, INCORPORATED PROJECT), SERIES 1982B AND THE FINANCING OF A COMMERCIAL PRINTING FACILITY IN THE VILLAGE AND AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF AN AGENCY AGREEMENT AND ASSIGNMENT, AN INDENTURE, A LOAN AGREEMENT WITH RESPECT TO SUCH FACILITY, BOND PURCHASE AGREEMENTS AND A PARTICIPATION AGREE- MENT AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the Village of Elk Grove Village, Illinois (the "Issuer") is a political subdivision and a home rule unit of local government of the State of Illinois; and WHEREAS, The Excello Press, Incorporated (the "Company") has applied to the Issuer for economic assistance through the issuance by the Issuer of its Economic Development Revenue Bonds; and WHEREAS, pursuant to the powers of the Issuer as a home rule unit under the provisions of Section 6(a) of Article VII of the Illinois Constitution and in accordance with the procedures set forth in Ordinance No. 1486, as amended and supplemented (the "Enabling Ordinance"), the Issuer proposes to obtain funds to loan to the Company to finance the cost of a commercial printing facility consisting of the acquisition, construction and installation of a web offset printing press and auxiliary equipment, the dismantling and re -erection of certain existing equipment and the construction of various building improvements within the boundaries of the Issuer (the "Project") and to undertake to issue its Economic Development Revenue Bonds to finance such loan and the Project; and WHEREAS, the Issuer has declared in the Enabling Ordinance its purpose and intent to relieve conditions of unemployment, maintain existing levels of employment, increase the tax base of the Issuer, and to encourage the increase of quality industry and commerce within the boundaries of the Issuer, thereby reducing the evils attendant upon unemployment, and to provide for the increased welfare and prosperity of the residents of the Issuer, which are declared and determined to be public purposes; and WHEREAS, to accomplish the purposes of the Enabling Ordinance and promote a public purpose, the Issuer has entered into negotiations with the Company to induce the Company to commence with the acquisition, construction and installation of the Project and to locate the Project within the boundaries of the Issuer; and WHEREAS, on July 27, 1982 the Issuer adopted an inducement resolution (the "Inducement Resolution") authorizing a loan to the Company to finance the Project and undertaking to issue its revenue bonds to finance such loan and the Project; and WHEREAS, the Company has proceeded with the acquisition, construction and installation of the Project pursuant to said resolution; and WHEREAS, the Issuer, in order to provide funds for the Project, intends to issue and sell its Economic Development Revenue Bond (The Excello Press, Incorporated Project), Series 1982A in the principal amount not to exceed $1,000,000 (the "Series A Bond"), pursuant to an Agency Agreement and Assign- ment (the "Agency Agreement"), dated as of October 1, 1982 between the Issuer and American National Bank and Trust Company of Chicago, as Fiscal Agent (the "Fiscal Agent"), and its Economic Development Revenue Bonds (The Excello Press, Incor- porated Project), Series 1982B, in the principal amount not to exceed $3,000,000 (the "Series B Bonds") pursuant to an Indenture of Trust (the "Indenture") dated as of October 1, 1982 between the Issuer and American National Bank and Trust Company of Chicago, as Trustee (the "Trustee") (the Series A Bond and the Series B Bond being hereinafter collectively referred to as the "Bonds"); WHEREAS, it is intended that the Series B Bonds will also be the subject of a Letter of Credit from the American National Bank and Trust Company of Chicago to the Trustee; NOW THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF ELK GROVE VILLAGE, as follows: Section 1. Findings of Fact. Based on the material submitted by the Company and other investigation, the Issuer finds and determines that the construction, acquisition and financing of the Project proposed by the Company is in the best interests of the residents of the Issuer and that it is in the public interest that the Issuer take such action as it may lawfully take to encourage the construction, acquisition and financing of the Project within the boundaries of the Issuer. -2- The Issuer further finds and determines that the issuance and sale of the Bonds to finance the Project will serve the public purposes referred to in the Enabling Ordinance by increasing employment and commerce within the boundaries of the Issuer and by leading to greater commerce, industry and employment within the boundaries of the Issuer. Section 2. Issuance of the Bonds. To accomplish the purposes of the Enabling Ordinance and to provide for the financing of the cost of the acquisition, construction and installation of the Project, the issuance of the Series A Bond by the Issuer in the principal amount not to exceed $1,000,000 and the Series B Bonds by the Issuer in the prin- cipal amount not to exceed $3,000,000 is hereby authorized, subject to the provisions of this Ordinance, the Agency Agree- ment and the Indenture hereinafter authorized. The Series A Bond and the Series B Bonds shall bear interest at the rate of 65% and 70%, respectively, per annum of the prime rate of the American National Bank and Trust Company of Chicago, shall be in the denominations, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall have such provisions for registration, shall be payable in such places and in such manner and shall have such other details and provisions as are prescribed by the Agency Agreement and the Indenture, respectively. The provisions for payment and prepayment shall Agreement and the Indenture, signatures, authentication, be as set forth in the Agency respectively. Section 3. Security for the Bonds. The Series A Bond shall be secured by the pledge made by the Agency Agree- ment and the Series B Bonds shall be secured by the pledge made by the Indenture. The Bonds shall be payable by the Issuer solely from and secured by a pledge of the loan payments, revenues and receipts derived from or in connection with the Project as set forth in the Agency Agreement and the Indenture. The Bonds are limited obligations of the Issuer, payable solely as provided in the Agency Agreement and the Indenture including from moneys deposited in the Series B Bond Fund and the Project Funds (subject to disbursements therefrom in accordance with the Agency Agreement and the Indenture) established under the Agency Agreement and the Indenture. The Bonds and the interest thereon shall never constitute a debt or general obligation or a pledge of the faith, the credit or the taxing power of the Issuer within the meaning of any constitutional or statutory provision of the State of Illinois. The Issuer shall not be liable on the Bonds, nor shall the Bonds be payable out of any funds of the Issuer other than those pledged therefor. -3- Section 4. The Indenture. The execution and delivery of the Indenture substantially in the form submitted to this meeting and included in these minutes as Exhibit A and made a part of this Ordinance as though set forth in full herein, is hereby authorized. The President of the Village Board of the Issuer is hereby authorized to execute, acknowl- edge and deliver the Indenture with such changes, insertions and omissions as may be approved by the President of the Village Board and the Clerk of the Issuer is hereby authorized to affix the seal of the Issuer on the Indenture and attest the same. The execution of the Indenture by said President of the Village Board shall be conclusive evidence of such approval. Section S. The Loan Agreement. The execution and delivery of the Loan Agreement (the "Loan Agreement") dated as of October 1, 1982 between the Issuer as lender, and the Company, as borrower, substantially in the form submitted to this meeting and included in these minutes as Exhibit B and made a part of this Ordinance as though set forth in full herein, is hereby authorized. The President of the Village Board of the Issuer is hereby authorized to execute, acknowl- edge and deliver the Loan Agreement with such changes, inser- tions and omissions as may be approved by the President of the Village Board of the Issuer, and the Clerk of the Issuer is hereby authorized to affix the seal of the Issuer on the Loan Agreement and attest the same. The execution of the Loan Agreement by said President of the Village Board shall be conclusive evidence of such approval. Section 6. The Agency Agreement. The execution and delivery of the Agency Agreement substantially in the form submitted to this meeting and included in these minutes as Exhibit C and made a part of this Ordinance as though set forth in full herein, is hereby authorized. The President of the Village Board of the Issuer is hereby authorized to execute, acknowledge and deliver the Agency Agreement with such changes, insertions and omissions as may be approved by the President of the Village Board and the Clerk of the Issuer is hereby authorized to affix the seal of the Issuer on the Agency Agreement and attest the same. The execution of the Agency Agreement by said President of the Village Board shall be conclusive evidence of such approval. Section 7. Series A Bond Purchase Agreement. The execution and delivery of the Series A Bond Purchase Agreement (the "Series A Bond Purchase Agreement") to be dated the date of closing among the Issuer, the Company, and American National Bank and Trust Company of Chicago, as purchaser (the "Series A Purchaser"), substantially in the form submitted to this meeting and included in these minutes as Exhibit D and made a part of this Ordinance as though set forth in full herein, is hereby authorized. The President of the Village Board of the SZ Issuer is hereby authorized to execute, acknowledge and deliver the Series A Bond Purchase Agreement with such changes, insertions and omissions as may be approved by the President of the Village Board and the Clerk of the Issuer is hereby authorized to affix the seal of the Issuer on the Series A Bond Purchase Agreement and attest the same. The execution of the Series A Bond Purchase Agreement by the President of the Village Board shall be conclusive evidence of such approval. The Issuer shall deliver the Series A Bond Purchase Agreement to the other parties thereto. Section 8. Series B Bond Purchase Agreement. The execution and delivery of the Series B Bond Purchase Agreement (the "Series B Bond Purchase Agreement") to be dated the date of closing among the Issuer, the Company, and Merrill Lynch, Pierce, Fenner & Smith, Incorporated, as purchaser (the "Series B Purchaser"), substantially in the form submitted to this meeting and included in these minutes as Exhibit E and made a part of this Ordinance as though set forth in full herein, is hereby authorized. The President of the Village Board of the Issuer is hereby authorized to execute, acknowl- edge and deliver the Series B Bond Purchase Agreement with such changes, insertions and omissions as may be approved by the President of the Village Board and the Clerk of the Issuer is hereby authorized to affix the seal of the Issuer on the Series B Bond Purchase Agreement and attest the same. The execution of the Series B Bond Purchase Agreement by the President of the Village Board shall be conclusive evidence of such approval. The Issuer shall deliver the Series B Bond Purchase Agreement to the other parties thereto. Section 9. The Participation Agreement. The execution and delivery of the Participation Agreement (the "Participation Agreement") dated as of October 1, 1982 among the Issuer, the Fiscal Agent and the Trustee, substantially in the form submitted to this meeting and included in these minutes as Exhibit F and made a part of this Ordinance as though set forth in full herein, is hereby authorized. The President of the Village Board of the Issuer is hereby autho- rized to execute, acknowledge and deliver the Participation Agreement with such changes, insertions and omissions as may be approved by the President of the Village Board and the Clerk of the Issuer is hereby authorized to affix the seal of the Issuer on the Participation Agreement and attest the same. The execution of the Participation Agreement by said President of the Village Board shall be conclusive evidence of such approval. Section 10. Sale of the Bonds. The Bonds are hereby authorized to be sold to the Purchaser at the purchase price, and on the terms and conditions set forth in the Series A Bond Purchase Agreement and the Series B Bond Purchase Agreement (collectively the "Bond Purchase Agreements"). -5- section 11. Execution of Bonds. The Bonds shall be executed in the manner provided in the Agency Agreement and the Indenture and the same shall be delivered to the Fiscal Agent or the Trustee, as appropriate, for proper auth- entication and delivery to the Series A Purchaser or the Series B Purchaser, as appropriate, upon instructions to that effect. Section 12. Fiscal Agent and Trustee. American National Bank and Trust Company of Chicago is hereby designated Fiscal Agent for the Series A Bond and Trustee for the Series B Bonds under the Agency Agreement and the Indenture, respect- ively. Section 13. Obligations of the Issuer. All cove- nants, stipulations, limited obligations and agreements of the Issuer in this Ordinance, the Indenture, the Agency Agreement, the Loan Agreement, the Participation Agreement, and the Bond Purchase Agreements shall be binding upon the Issuer and its successors from time to time upon any board or body to which any powers or duties affecting such covenants, stipulations, obligations and agreements shall be transferred by or in accordance with law. Except as otherwise provided in this Ordinance, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer or the members thereof by the provisions of this Ordinance, the Indenture, the Agency Agreement, the Loan Agreement, the Participation Agreement or the Bond Purchase Agreements shall be exercised or performed by the Issuer or by such members, officers, board or body as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Indenture, the Agency Agreement, the Loan Agreement, the Participation Agreement, or the Bond Purchase Agreements shall be deemed to be a cove- nant, stipulation, obligation or agreement of any member, officer, agent or employee of the Issuer in his individual capacity. Neither the members of the Issuer nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. Section 14. Election. The Issuer hereby is autho- rized to, and does, elect to have the provisions of Section 103(b)(6)(D) of the Internal Revenue Code of 1954, as amended, apply to the Bonds and the President of the village Board, Treasurer or Clerk of the Issuer is hereby authorized and directed to file such election with the Internal Revenue service for and on behalf of the Issuer. Section 15. Loan of Proceeds of the Bond. The Issuer is hereby authorized to finance the costs of the Project 9M by loaning the net proceeds of the Bonds to the Company pur- suant to the Loan Agreement, the Agency Agreement and the Indenture. The Company is authorized to proceed with the acquisition, construction and installation of the Project as set forth in the Loan Agreement. Section 16. Authorized Representatives. The Pres- ident, Clerk and the members of the Board of the Issuer are hereby designated the authorized representatives of the Issuer, and each of them is hereby authorized and directed to execute and deliver any and all papers, instruments, opinions, certif- icates, affidavits and other documents and to do and cause to be done any and all acts and things necessary or proper for carrying out this Ordinance, the Indenture, the Agency Agree- ment, the Loan Agreement, the Participation Agreement, the Bond Purchase Agreements and the issuance of the Bonds. Section 17. Separable Provisions. 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 and provi- sions hereof. Section 18. Ordinances and Resolutions in Conflict Repealed. All ordinances and resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 19. Ordinance Effective Immediately. This Ordinance shall take effect immediately upon its passage and approval. PASSED and APPROVED by the Village of Elk Grove Village, Illinois, this _LLLhday of November, 1982, by a roll call vote as follows: AYES NAYS: ABSENT:O APPROVED by the President of the Village Board of the Village of Elk Grove Village this l6thday of November, 1982. ATTEST: Patricia S. Smith -7- Charles J. Zettek President