HomeMy WebLinkAboutRESOLUTION - 21-98 - 6/9/1998 - LOC RELEASEDRESOLUTION NO. 21-98
A RESOLUTION RELEASING IRREVOCABLE STANDBY LETTER OF CREDIT
NO. 004545 FROM NORWEST BANK NEBRASKA, EXPIRING JUNE 8, 1998, IN
THE AMOUNT OF $5,000.00 (ACCEPTED BY RES. NO. 23-97) AND ACCEPTING
IRREVOCABLE STANDBY LETTER OF CREDIT NO. 970804, FROM
NATIONSBANK, N.A., IN THE AMOUNT OF $5,000.00 EXPIRING MAY 20,
1999 TO SECURE OBLIGATIONS OF THE FRANCHISE AGREEMENT OF CHICAGO
FIBER OPTIC CORPORATION d/b/a METROPOLITAN FIBER SYSTEMS OF
CHICAGO. INC.("MFS")
NOW, THEREFORE, BE IT RESOLVED by the President and Board of
Trustees of the Village of Elk Grove Village, Counties of Cook and
DuPage, State of Illinois:
Section 1: That the President and Board of Trustees do hereby
authorize the release of Irrevocable Standby Letter of Credit No.
004545, dated March 25, 1997, from Norwest Bank of Omaha, Nebraska in
the amount of $5,000.00 previously accepted by Resolution No. 23-97;
said Letter of Credit expiring June 8, 1998.
Section 2: That the President and Board of Trustees do hereby
authorize the acceptance of Irrevocable Letter of Credit No. 970804
dated May 20, 1998 from Nationsbank N.A. in the amount of $5,000.00
with Chicago Fiber Optic Corporation, d/b/a Metropolitan Fiber Systems
of Chicago, Inc. ("MFS") pursuant to the terms and provisions of that
certain Franchise Agreement adopted by Ordinance No. 2303; said Letter
of Credit expiring May 20, 1999.
Section 2: That this Resolution shall be in full force and effect
from and after its passage and approval according to law.
VOTE: AYES: 5 NAYS: 0 ABSENT: 1
PASSED this 9th day of June 1998.
APPROVED this 9th day of June , 1998.
Craig B. Johnson
Village President
Patricia S. Smith
Village Clerk g/LOC60.doc
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[SS0DNn BANK:
iATTONSBANK, H.A.
0ATE: 20 MAY 1998
8ENEFICIARY:
1)ILLAGE' OF ELK GROVE VILLA8E
YN: V7E AMAGER
TTLLAGM
�Ol WELLlNGTON AVENUE
:.iK GROVE VILLAGE, IL 60007-3499
`LICANT;
ICAGO FIBER OPTIC cORPORATION
8/A METROPOLITAN FIBER SYSTEMS 0F O1ICAnD, IwC.
� TOWl: R LANE, SUITE 1600
KBROOK TERRACE, IL 601,01.
RREVOCABLE STANDBY LETTER OF CREDIT NO. 970804
: USD s,OOO"OO (FIVE THOUSAHD U.S^ DOLLARS AMD Mn/1OO)
7RY: 20 MAY 1999
AT THE REQUEST AND FOP THE ACCOUNT OF CHICAGn FIBER OPTIC
CORPORATIDN D/B/A/ METROPOLITAN FIBER SYSTEMS OF CHICAGn, 111C.,
("MFS«), WE, NATIONSBANK, N.A., HEREBY �STADLISH THIS IRRFVOCABLE
�ETTER OF CREDlT NO^ 970804 (THE "LETTER OF CREDIT',) IN YOUR
�AVOUR TO SECURE THE OBLIGATION PF MFS TO YOU PURSUANT TO THF
TERMS AND PROVISIONS OF THAT CERTAIN FRANCHISE AGREEMENT, DA -11,1)
08 JUNE 1,993 (THE "FRANCHISE AGREEMENT') IN ACCORDANCE WITH THE
TERM3 AND CONDITIONS HERETNAFTER SET FORTM.
1. EXPIRATION: THIS LETTER OF CREDIT AUTOMATICALLY SHALL EXPIRE
AT THE CLOSE OF BUSINESS OH TME EARLIER OF THE FOLLOWING:
(A) ANY AMNIVERSARY HEREOF, <THE JNITIAL ANNIVER3ARY DATE BEIN(*3
20 MAY 1999), NINETY (90) DAYS PRIOR TO Ex]CH ANNIVERSARY DATE WE
NOTIFY YOU IN WRITING, VIA CERTIFIED, REGISTERED MAIL OR C0URIER
SERVICE THAT WE ELECT NOT TD C[�NSIDER THIS LETTER OF CREDIT
6, 1,11. [OR ANY FURTHER ONE YEW.", PERIOD;
(B) Oi/R ��ECEIPT OF OUP CERTIFICATE TH THE FORM OF EXHIDIT `'n'`
,
�TTAcHED M�RETO, APPROPRIATELY COMPL[TED, TOGETHER WITH THI�� /
'ETTER (lF CREDIT� OR
<(�) PAYMEHT OF THE MAXIMUM CREDIT UNDER THIS LETTER OF CREDIT"
2. MAXIMUM CREMAXIMUM AGGREGATE CR11.1)I7 AVAILABLE, oNDEFe.
R8S LETTER UF CREDIT SHALL BE FIVE THOUSAND U.S. DOLLARS AND
1,10/100 (USD 5,000"00) THE "MAXlMIJM CREDIT'`).
�. DRAWIHG: Y01 MAY MAKE ONE OR MORE DRAWS 01"
�REDIT FOR A SUM OR SUMS IN THE AGGREEATl. NOT EXCEEDING THE
RREVOCAGLE STANDBY LETTER OF CREDIT NO. 970804, PAGE 1
ORIGINAL
NoU�
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1AXIMUM CREDITI
4^ DOCUMEK1 S TO BE PKESENTED: FUMD3 UNDER
THIS LETTER OF CREDIT
ARE AVAILABLE Tn YOU 0GAI1,11,31:
STRICT
(A) YOUR DRArT IU AN AMOUNT 1,13T E)(CEEDING
THF MAXIMUM CREDIT
.3TATING ON ITS FACE "WE HEREBY DRAW THE
AMOU#T OF _............ .... .... __... .... _
(i;SD ) UNDER NATIONSBANK, N.A.
LETTIR OF CREDIT NO.
770804'/; AND
MADE TO YOU NO
(B) A CERTIFICATE PURPORTEDLY SIGNED BY
YOU IN THE FOKM OF
[XHInIT "A" ATTACHED HERETO, APPROPRIATELY
COMpL�TED.
5. METHOD AND NOTICE OF PRESENTMEHT: THE
DOCUMENTS KEQVIRED BY
PARAGRAPM 4 (A "DEMAND FOR PAYMENT") MAY
BE DELIVERED TO
4ATTOIJ3BANK, N.A" IN PERSON, BY MAIL OR
BY AN EXPRESS DELIVERY
SFRVlCE, A DEM, -ND FOR PAYMENT SHALL BE PRESENTED
AT LEAST TWO (2)
uUSlNESS DAYS PRIOR TO THE PAYMENT DATE
SPECITIEo IU ?OUR DRAFT
DURIUG OUR HOURS ON A BUSINESS
nAYv PRIOR Tn THE
E�PI�ATIOM HEREOF AT OUR OFFICE LOCATED
AT 901 MAIN STREET, 9TH
FLOOR, DALLAS, TEXAS 75202 ATTN.- STANDBY
LETTER OF CREDIT DEPT. A
DEMAND FOR PAYMENT SHALL BE.. DEEMED Tn HAVE BEEN PRESENTED ON THE
DWT[ ACTUALLY RECEIVED BY US. "BUSINESS
DAY" MEANS ANY DAY OTMER
THAN A SATURDAY, SUNDAY OR LEGAL HOLIDAY
ON WHICH BANKING
lNSTITUTIONS IN TEXAS ARF AUTHORIZED OR
REQUIRED BY LAW TO CLOSE,
6. TIME AND 111.1-111011 0F PAYMENT:
(A) IF
DE��ND
FOK PAYMENT IS MADE IN
STRICT
WITM THE
TERMS
AND CONDITIDNS
HEREOF, PAYME,11
SHALL
BE
MADE TO YOU NO
LATER
THAN 01:00
P.M", DALLAS, TEXAS
TIME,
OU
THE PAYMENT DATE
SPECIFIED
�N
YOUR DRAFT (PROVIDED SUCH
DEMAND
LETTER OF
FOR PAYMENT IS MOT
SUBSEQUFNT TO
THE EXPIRATION OF THE
LETTER
OF
CREDIT> OR, IF SUCH
PAYMFNT
DATE
IS NOT A BUSINESS DAY,
OH THE
NEXT
SUCCEEDINn
BUS[NESS
DAY"
WITH TME LAWS OF
SUCH
3TA7E AND APPLlCABLE
FEDERAL
(B) PAYMENT UNDER THIS LETTEROF CREDIT SHALL 8E �ADE IN
IMMEDIATELY AVAILABLE FUNDS IN ACcORDANCE WITH THE REASONABLE
INSTRUCTIONS SET FPRTH IM THE DRAWING CERTIFICATE WITH RESPECT
[HERFTO.
7. GOVERNING LAW
AND CUSTOMC:
EXCEPT SD
FAR AS 0M[RWISE
EXPRESSLY STATED
HEREIN, THIS
OF
CREDIT IS SUBJECT
TO THE.
"\1HIF0F."M CUSTOMS
AND PCAC7ICE
FOR DOCU�EMTARY
CREDITS'",
1993 �
3EVISlON, INTERNATIONN.
PUBLICATION
ND. 500
(TMF '`UNIFORM
CUSTOMS"). 7MIS
LETTER OF
CC[DIT SUALi BE
DEEMED TO
BE A CO��TRACT
MADE UNDER THF
LAWS OF THE
STATE OF ILLINOIS AND,
AS TO MATTERS
NOT COVERED BY
THE UNIFORM
CUSTOMS, SHA�L
DE
GOVEKNED BY AND
CONSTRUED lH
ACCORDANCE
WITH TME LAWS OF
SUCH
3TA7E AND APPLlCABLE
FEDERAL
LAW.
. IKREVOCABlLITY: THlS OF CREDIT IS IKREVOCABLE.
FA}i//R� TO �10NUR: I", WITHIN THIRTY (30) DAYS OF TME DATE OF
IRREVOCADLE STANDBY LETTER OF CREDIT NO. 97O8O4, PAGE 2
����� ����
ORIGINAL
HaU�
������w�������if
ANY DEMAND
(MADE IN
CONFORMITY WITH THIS IRREVOCABLE
OF
CRE8IT), WE
FAIL TO
HONOR SAME, WE AGREE TO PAY ALL
ATTORUEYS'
FE�S, CnURT
COSTS AND OTHER RFASONABLF EXPENS[S INCURRED
BY THE
VIL�AGE OF
ELK GROVE
VILLAG[ IN ENFORCING THE TERMS
OF THIS
IRR�VOCABLE
LETTER OF
CREDIT.
10. CnMPLETE AGREEMENT: THIS LETTER OF CRFDIT, INCLUDING THE
�XH}BITS M�RETO, ETS SFORTH IN Fi)iL THE TERMS OF OUR UNDERTAKING.
�EFERENCE IN THIS LETTER OF CREDIT TO OTHER DIN IJ OR
IIS 1* (J8 lDi-MTIFICATION PURPOSES ONLY AND SiKM
�EFEREN/JE SHA|L NOT MODIFY OR AFFt-CT THE TF]PMS HERE0F OR CAUSE
MUC9 DOCUMEHTS OR INSTCUMENTS TO BE DEEMED INCnRPORATED HEREIN.
E pEPFBY AGREE WITH YnU TO MONOR YDUR DRAFT DRAWN UNnER AND
1:0ESEHTE1) IN STRICT COMPLIANCE WITM THE TERMS AND CqNDITI0N5 [}F
HIS L[TT�� OF CREDIT.
TTOMSBANK, N"A.
IClY P�ES[D[NT
ASSISTANCE PLEASE CALL CRIST[NA RUSSELL AT 214 .... 5O8-36�6
T NO~ 97O8O4. PAGE 3
ORIGINAL
NationsBank
THIS ATTACHMENT A IS AN INTEGRAL PART OF OUR LETTER OF
CREDIT NO. 970804
EXHIBIT "A'
CERTIFICATE TO ACCOMPANY DRAFT
THE UNDERSIGNED, DULY AUTHORIZED REPRESENTATIVES OF THE VILLAGE OF
ELK GROVE VILLAGE (THE "BENEFICIARY"), HEREBY CERTIFY TO NATIONSBANK,
N.A. (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO.
970804 ISSUED BY THE BANK, (THE "LETTER OF CREDIT"), THAT:
1. CHICAGO FIBER OPTIC CORPORATION D/B/A METROPOLITAN FIBER SYSTEMS
OF CHICAGO, INC. ("MFS") HAS DEFAULTED (AND ANY APPLICABLE GRACE OR
CURE PERIOD HAS EXPIRED) IN ALL OR A PART OF ITS OBLIGATIONS UNDER THE
FRANCHISE AGREEMENT, AND MFS HAS BEEN IN SUCH DEFAULT FOR FIVE (5)
DAYS OR MORE.
2. THE TOTAL AMOUNT OF PAYMENTS WHICH ARE DUE TO THE BENEFICIARY
EITHER AS DIRECT PAYMENTS DUE TO THE BENEFICIARY UNDER THE
FRANCHISE AGREEMENT OR AMOUNTS FOR REIMBURSEMENT OF THE
BENEFICIARY'S COSTS AND EXPENSES INCURRED IN CONNECTION WITH THE
SATISFACTION OF MFS OBLIGATIONS UNDER THE FRANCHISE AGREEMENT IS
USD
3. THE AMOUNT OF THE DRAFT ACCOMPANYING THIS CERTIFICATE DOES NOT
EXCEED THE LESSER OF THE SUM SPECIFIED IN PARAGRAPH 2 ABOVE AND THE
REMAINING CREDIT AVAILABLE UNDER THE LETTER OF CREDIT, AFTER
REDUCTION FOR THE AGGREGATE OF ANY PREVIOUS DRAWS OR REDUCTIONS.
4. ANY CAPITALIZED TERMS USED HEREIN AND NOT DEFINED SHALL HAVE ITS
RESPECTIVE MEANING SET FORTH IN THE LETTER OF CREDIT.
5. (INSERT PAYMENT INSTRUCTIONS).
IN WITNESS WHEREOF, THE BENEFICIARY HAS CAUSED ITS DULY AUTHORIZED
REPRESENTATIVES TO EXECUTE AND DELIVER THIS CERTIFICATE AS OF THE
DAY OF , 19_
VILLAGE OF ELK GROVE VILLAGE
BY: BY:
TITLE:
NationsBank
THIS ATTACHMENT B IS AN INTEGRAL PART OF OUR LETTER OF
CREDIT NO. 970804
EXHIBIT "B"
CERTIFICATE REGARDING SATISFACTION OF ALL OBLIGATIONS
THE UNDERSIGNED, DULY AUTHORIZED REPRESENTATIVES OF THE VILLAGE OF
ELK GROVE VILLAGE (THE `BENEFICIARY'), HEREBY CERTIFY TO NATIONSBANK,
N.A. (THE "BANK") WITH REFERENCE TO IRREVOCABLE LETTER OF CREDIT NO.
970804 ISSUED BY THE BANK, (THE "LETTER OF CREDIT"), THAT:
1. THE OBLIGATIONS OF CHICAGO FIBER OPTIC CORPORATION D/B/A
METROPOLITAN FIBER SYSTEMS OF CHICAGO, INC. ("MFS") TO THE BENEFICIARY
PURSUANT TO THE FRANCHISE AGREEMENT HAVE BEEN FULLY SATISFIED IN
ACCORDANCE WITH THE TERMS OF THE FRANCHISE AGREEMENT.
2. THERE ARE NO CLAIMS OF ANY KIND OR NATURE OUTSTANDING AGAINST THE
BENEFICIARY OR MFS ARISING OUT OF ANY ACTS OR OMISSIONS OF MFS
RELATING TO THE FRANCHISE AGREEMENT.
3. THE LETTER OF CREDIT IS ATTACHED HERETO AND BEING SUBMITTED TO YOU
HEREWITH.
4. ANY CAPITALIZED TERMS USED HEREIN AND NOT DEFINED SHALL HAVE ITS
RESPECTIVE MEANING SET FORTH IN THE LETTER OF CREDIT.
IN WITNESS WHEREOF, THE BENEFICIARY HAS CAUSED ITS DULY AUTHORIZED
REPRESENTATIVES TO EXECUTE AND DELIVER THIS CERTIFICATE AS OF THE
DAY OF , 19_
VILLAGE OF ELK GROVE VILLAGE
BY: BY:
NAME: NAME: