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HomeMy WebLinkAboutORDINANCE - 2486 - 4/23/1996 - BONDS, INDUSTRIAL DEVELOPMENT REVENUEORDINANCE NO. 2486 ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $2,363,300 INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1996 (RAINBOW FISH HOUSE, INC. PROJECT) TO FINANCE A LOAN TO RAINBOW FISH HOUSE, INC. SO AS TO FINANCE THE COST OF ACQUISITION, CONSTRUCTION AND EQUIPPING OF A MANUFACTURING FACILITY, AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND AN INDENTURE SECURING THE BONDS, AND AUTHORIZING OTHER MATTERS RELATIVE THERETO. A. The Village of Elk Grove Village, Illinois (the "Issuer"), is a duly constituted and existing municipality within the meaning of Section 1 of Article VII of the 1970 Constitution of the State of Illinois (the "Constitution") having a population in excess of 25,000 and is a home rule unit of government under Section 6(a) of Article VII of the Constitution; and B. As a home rule unit and pursuant to the Constitution and Ordinance No. 1486 of the Issuer (the 'Enabling Ordinance"), the Issuer is authorized and empowered to issue revenue bonds for the purpose of financing the cost of acquisition, purchase, construction, reconstruction, improvement, equipping, betterment or extension of economic development projects. C. The Company desires that the Issuer issue, sell and deliver its Industrial Development Revenue Bonds, Series 1996 (Rainbow Fish House, Inc. Project) in the aggregate principal amount of not to exceed $2,363,300 (the 'Bonds"), to be issued under the terms and conditions of this Ordinance and secured by a Trust Indenture to be entered into between the Issuer and Amalgamated Bank of Chicago (the "Trustee") dated as of April 1, 1996 (the "Indenture"), and loan the proceeds therefrom to Rainbow Fish House, Inc. (the "Company") to enable it to finance a portion of the cost of acquisition, construction and equipping of an approximately 28,800 square foot manufacturing facility for the processing of seafood and seafood products located at 950 Chase Avenue, Elk Grove Village, Illinois, and pay a portion of the costs of issuance and other costs in connection therewith (the "Project"). D. The Bonds, together with interest thereon, shall be a special, limited obligation of the Issuer secured under the Indenture, for the holders of the Bonds. The Bonds will be payable from the loan payments received by the Issuer pursuant to a Loan Agreement, dated as of April 1, 1996 (the "Loan Agreement"), between the Issuer and the Company, pursuant to which the Issuer will lend the proceeds of the Bonds to the Company to finance the cost of the Project in return for loan payments sufficient to pay when due, the principal of, redemption premium, if any, and interest on the Bonds, and from amounts paid by American National Bank and Trust Company of Chicago (the 'Bank") pursuant to its Letter of Credit. E. The Bonds and the obligation to pay interest thereon do not now and shall never constitute an indebtedness or an obligation of the Issuer, the State of Illinois or any political subdivision thereof, within the purview of any constitutional limitation or statutory provision, or a charge against the general credit or taxing powers of any of them. No owner of the Bonds shall have the right to compel the taxing power of the Issuer, the State of Illinois or any political subdivision thereof to pay any principal installment of, premium, if any, or interest on the Bonds. F. There has been presented to this meeting of the President and the Members of the Board of Trustees of the Issuer forms of the following documents in connection with the Bonds: a) The Bonds; b) The Indenture; C) The Loan Agreement, appended to which as Exhibit B is the Promissory Note (the "Note") from the Company to the Issuer and assigned by the Issuer to the Trustee; d) The form of the Official Statement related to the Bonds; e) The Bond Purchase Agreement (the 'Bond Purchase Agreement") among the Issuer, Mesirow Financial, Inc. (the "Underwriter") and the Company; and; f) The Arbitrage Compliance Agreement (the "Arbitrage Agreement") among the Issuer, the Trustee and the Company. NOW, THEREFORE, BE IT ORDAINED by the President and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, as follows: Findings and Determinations. The Board of Trustees hereby finds and determines: a) that the financing of the Project as provided in this Ordinance constitutes a valid public purpose within the meaning of the Constitution and is an "economic development project" under the terms of the Enabling Ordinance; and b) that to secure the Bonds, the pledge and assignment by the Issuer under the Indenture of certain of its rights under the Loan Agreement to the Trustee is necessary and proper. 2. Forms of Documents. The forms of the Bonds, the Indenture, the Loan Agreement, the Note and the Bond Purchase Agreement be, and they are hereby, approved. The mailing of an Official Statement, preliminary and final (the "Official Statement'), by the Underwriter to prospective purchasers of the Bonds is hereby ratified and approved. 3. The Loan. The making of the loan to the Company pursuant to the terms of the Loan Agreement by the Issuer and the issuance of the Bonds by the Issuer will serve the intended -2- purposes and in all respects will conform to the provisions and requirements of the Enabling Ordinance. 4. The Bonds. The issuance of the Bonds by the Issuer in the principal amount of not to exceed $2,363,300 is hereby authorized, subject to the provisions of this Ordinance and the Indenture hereinafter authorized. The Bonds shall contain a provision that they are issued under authority of the Constitution and this Ordinance. The Bonds shall mature not later than thirty years from the first day of the month immediately succeeding the date of issue of the Bonds and shall bear interest initially as determined by the Weekly Rate (as defined in the Indenture) payable on the interest payment date(s) as set forth in the Indenture. The Bonds shall be dated, shall be subject to redemption prior to maturity, shall be payable in such places and in such manner and shall have such other details and provisions as prescribed by the Indenture and form of the Bonds therein. The interest rate on the Bonds is subject to adjustment in accordance with the terms of the Indenture. The provisions for execution, signatures, authentication, payment and prepayment shall be as set forth in the Indenture and the form of the Bonds therein. 5. Assignment t of _Rights. The right, title and interest of the Issuer (except for certain rights to notice, indemnification, and reimbursement) in, to and under the Loan Agreement, and the revenues to be derived by the Issuer thereunder will be assigned to the Trustee under the Indenture. The payment of the principal of and interest on the Bonds and the Purchase Price therefor (as defined in the Indenture) will be secured by the Letter of Credit in favor of the Tender Agent and/or the Trustee named in the Indenture. 6. Limited Oblivations. The Bonds are the limited obligation of the Issuer, payable solely as provided in 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, if any, 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 pursuant to the terms of the Indenture hereinafter described. 7. The Indenture. The execution and delivery of the Indenture, substantially in the form attached hereto and made a part of this Ordinance as though set forth in full herein, is hereby authorized. The President of the Issuer (the "President") or any Member of the Board of Trustees of the Issuer is hereby authorized to execute, acknowledge and deliver the Indenture with such changes, insertions and omissions as may be approved by the President or such Member, and the Village Clerk of the Issuer (the "Village Clerk") or any Deputy Village Clerk of the Issuer (the "Deputy Clerk") is hereby authorized to affix the seal of the Issuer on the Indenture and attest the same. The execution of the Indenture by the President or such Member shall be conclusive evidence of such approval. -3- 8. The Loan Agreement. The execution and delivery of the Loan Agreement, substantially in the form attached hereto and made a part of this Ordinance as though set forth in full herein, is hereby authorized. The President or any Member of the Board of Trustees of the Issuer is hereby authorized to execute, acknowledge and deliver the Loan Agreement with such changes, insertions and omissions as may be approved by the President or any Member of the Board of Trustees of the Issuer and the Village Clerk or the Deputy Clerk 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 the President or any Member of the Board of Trustees of the Issuer shall be conclusive evidence of such approval. 9. The Bond Purchase Agreement. The execution and delivery of the Bond Purchase Agreement, among the Issuer, the Company and the Underwriter, substantially in the form attached hereto and made a part hereof, is hereby authorized. The President or any Member of the Board of Trustees of the Issuer is hereby authorized to execute, acknowledge and deliver the Bond Purchase Agreement with such changes, insertions and omissions as may be approved by the President or any Member of the Board of Trustees of the Issuer. The execution of the Bond Purchase Agreement by the President or any Member of the Board of Trustees of the Issuer shall be conclusive evidence of such approval. 10. The ArbitrageAPreement. The execution and delivery of an Arbitrage Agreement (the "Arbitrage Agreement"), substantially in the form attached hereto and made a part hereof, is hereby authorized. The President or any Member of the Board of Trustees of the Issuer is hereby authorized to execute, acknowledge and deliver the Arbitrage Agreement with such changes, insertions and omissions as may be approved by the President or any Member of the Board of Trustees of the Issuer. The execution of the Arbitrage Agreement by the President or any Member of the Board of Trustees of the Issuer shall be conclusive evidence of such approval. 11. Sale of Bonds. The Bonds are hereby authorized to be sold by the Underwriter at the purchase price and on the terms and conditions set forth in the Indenture, the Bond Purchase Agreement and the Official Statement. 12. Execution of Bonds. The Bonds shall be executed by manual or facsimile signature of the President or any Member of the Board of Trustees of the Issuer of the Issuer and the seal of the Issuer affixed or imprinted and attested to by the Village Clerk or any Deputy Clerk, as set forth in the Indenture, and the same shall be delivered to the Trustee for proper authentication and delivery to the Purchaser upon instructions to that effect. 13. Trustee. The appointment of the Trustee as the Tender Agent is hereby approved, and American National Bank and Trust Company of Chicago is hereby designated as Remarketing Agent. The Issuer shall have no obligation or liability as principal of the Trustee, the Tender Agent or the Remarketing Agent, for acts of the Trustee, the Tender Agent or the Remarketing Agent. 14. No Personal Liability. All covenants, stipulations, limited obligations and agreements of the Issuer in this Ordinance, the Indenture, the Loan Agreement, the Arbitrage Agreement and the Bond Purchase Agreement shall be binding upon the Issuer and its successors -4- from time to time and 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 Loan Agreement, the Arbitrage Agreement or the Bond Purchase Agreement shall be exercised or performed by the Issuer or by such 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 Loan Agreement, the Arbitrage Agreement or the Bond Purchase Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any Member of the Board of Trustees, officer, agent or employee of the Issuer in his individual capacity. Neither the President or any member of Board of Trustees 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. 15. Further Assurances. The President, any Member of the Board of Trustees of the Issuer, the Village Clerk and any Deputy Clerk 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, certificates, 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 Loan Agreement, the Arbitrage Agreement and the Bond Purchase Agreement, and the issuance and sale of the Bonds including execution of financing statements under the Uniform Commercial Code. 16. Severability. 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 provisions hereof, provided that no holding of invalidity shall require the Issuer to make any payments from revenues other than those derived from the Loan Agreement. 17. Section 144 Election. The Issuer is hereby authorized to and does elect to have the provisions of Section 144(a)(4) of the Internal Revenue Code of 1986, as amended (the "Code"), apply to the issuance of the Bonds. The adoption of this Ordinance shall constitute the notation in the records of the Issuer required by Section 1.103-10(b)(2) of the Regulations to the Internal Revenue Code of 1986, as amended. 18. No Recourse. No recourse shall be had for the payment of the principal of, redemption premium, if any, and interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement contained in the Indenture or the Loan Agreement, the Arbitrage Agreement or the Bond Purchase Agreement against any past, present or future officer, member or employee of the Issuer, or any officer, employee, director or trustee of any successor, as such, either directly or through the Issuer or any successor, under any rule or law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such member, officer, employee, director or trustee as such is hereby -5- expressly waived and released as a condition of and consideration for the execution of the Indenture, the Loan Agreement, the Arbitrage Agreement, or the Bond Purchase Agreement and the issuance of the Bonds. 19. Public Hearing and Approval. A public hearing as to the issuance of the Bonds as required by Section 147(f) of the Code having been held by the Issuer, the issuance of the Bonds to finance the Project for the Company as described herein is hereby approved. 20. Private Activity Volume Can Allocation. In accordance with the Resolution dated March 4, 1996 of the Village of Hoffman Estates, Illinois allocating to the Issuer up to $2,363,300 of the Village of Hoffinan Estates, Illinois' private activity bond cap, an amount equal to the principal amount of the Bonds is hereby allocated pursuant to Section 146 of the Internal Revenue Code of 1986, as amended. 21. $male . All ordinances and resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. 22. Effective Date. This Ordinance shall be in full force and effect upon its publication as herein and as by law provided., in pamphlet form. VOTE: AYES 6 NAYS 0 ABSENT 0 PASSED this 23rd day of April , 1996. APPROVED this 23rd day of April , 1996. APPROVED: Dennis J. Gallitano VILLAGE PRESIDENT ATTEST: Patricia S. Smith VILLAGE CLERK PUBLISHED this 26th day of April , 1996, in pamphlet form. El CERTIFICATE PAGE I, Patricia S. Smith , hereby certify that I am the duly qualified and acting Village Clerk of the Village of Elk Grove Village, Illinois, and that attached is a true and exact copy of an ordinance duly adopted at a meeting of the President and Board of Trustees of the Village of Elk Grove Village, Illinois duly called and held on April 23; 1996, at which meeting a quorum was present and acting throughout and such ordinance remains in effect and unaltered as of this date. WITNESS my official signature and Seal of the Village of Elk Grove Village, Illinois this 24th of April , 1996. Patricia S. Smith Village Clerk (SEAL)