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
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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.
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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
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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
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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)