HomeMy WebLinkAboutRESOLUTION - 69-93 - 11/9/1993 - LOC/CHICAGO FIBER OPTIC CORP MFS RESOLUTION NO. 69-93
A RESOLUTION ACCEPTING AN IRREVOCABLE LETTER OF CREDIT NO.
SB1194 FROM BANQUE NATIONALE de PARIS, CHICAGO BRANCH, IN THE
AMOUNT OF $50,000.00 EXPIRING JUNE 8, 1994 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 Du Page, State of
Illinois:
Section 1 : That the President and Board of Trustees do hereby
authorize the acceptance of Irrevocable Letter of Credit No. SB1194 from
Banque Nationale de Paris , Chicago Branch, in the amount of $50,000.00 to
secure the obligations of MFS to the Village of Elk Grove Village pursuant
to the terms and provisions of that certain Franchise Agreement (accepted
by Ordinance No. 2303) dated June 8, 1993 with Chicago Fiber Optic
Corporation, d/b/a Metropolitan Fiber Systems of Chicago, Inc. ("MFS") .
Said Letter of credit expiring June 8, 1994.
Section 2: That this Resolution shall be in full force and effect
from and after its passage and approval according to law.
PASSED this 9th day of November 1993.
APPROVED this 9th day of November 1993.
Dennis J. Gallitano
Village President
ATTEST:
Patricia S. Smith
Village Clerk
B"QUE NATIONALE DE PARIS Page 1 of 6
} _ . Chicago Branch
200 North La Salle Street - Chicago, Illinois 60601
OUR REFERENCE NUMBER SB1194 Telephone: 13121977-2200 DATE August 3, 1993
Village of Elk Grove Village
901 Wellington Avenue
Elk Grove Village, Illinois 60007-3499
Attention: Village Manager
Gentlemen:
At the request and for the account of Chicago Fiber Optic Corporation ,
d/b/a Metropolitan . Fiber Systems of Chicago, Inc. ( "MFS" ) , we, Banque
Nationale de Paris , Chicago Branch, hereby establish this Irrevocable
Letter of Credit No. SB1194 ( the "Letter of Credit" ) in your favor to
secure the obligations of MFS to you pursuant to the terms and provisions
of that certain Franchise Agreement, dated June 08, 1993 ( the "Franchise
Agreement" ) in accordance with the terms and conditions hereinafter set
forth.
1 . Expiration . This Letter of Credit automatically shall expire at the
close of business on the earlier of the following :
(a) a ' initial anniversary
d ioty ( 90 ) days prior to
sa%niv1j0ar9-:jat4j5wejiot1ey you in writing , via
c6ftifTbd Z= regf�t - r0il ;, that we elect not to
co=ideb, s ,.Lett , of- Crmdit renewed for any
fLEjhe�„ n� 1 ):year`"` ri
( b) ou" ate in the form of
Ex ° ropriately completed,
together with this Letter of Credit; or
( c) payment of the Maximum Credit under this Letter of
Credit.
2 . Maximum Credit. The maximum aggregate credit available under this
Letter of Credit shall be Fifty Thousand and No/100 U . S. Dollars
($50 , 000 .00 ) (the "Maximum Credit" ) .
3 . Reduction of Maximum Credit. In the event this Letter of Credit
shall not have otherwise expired, this Letter of Credit will be reduced
as of the date of our receipt of your certificate in the form of Exhibit
1 attached hereto, appropriately completed, so that the Maximum Credit
provided herein shall be equal , as of such date, to Twenty Five Thousand
and No/100 U. S . Dollars ( $25 , 000 . 00 ) . In the event that this Letter of
Credit shall not have otherwise expired, the Letter of Credit shall be
further reduced one ( 1 ) year after our receipt of the above notice, so
VERY TRULY YOURS,
BANQUE NATIONALE DE PARIS
Chicago Branch
lav/1��%i0
Form BNPC 30-5-87 Authorized Signature Countersignature
ORIGINAL CAROLINE MIC14EL
13"QUE NATIONALE DE PARIS Page 2 of 6
# k d Chicago Branch
200 North LaSalle Street - Chicago, Illinois 60601
OUR REFERENCE NUMBER SB1194 Telephone: (312) 977-2200 DATE August 3, 1993
that the Maximum Credit provided herein shall be equal , as of such date,
to Five Thousand and No/100 U . S. Dollars ( $5 ,000 .00) .
4. Drawing . You may make one or more draws on this Letter of Credit
for a sum or sums in the aggregate not exceeding the Maximum Credit.
5 . Documents To Be Presented. Funds under this Letter of Credit are
available to you against:
(a) your draf-t in an amount not exceeding the Maximum Credit
stating on its face "We hereby draw the amount of
( $ ) U.S. Dollars under Banque
Nationale de Paris, Chicago Branch Letter of Credit No.
SB1194" ; and
( b) a certificate signed by you in the form of Exhibit A attached
hereto, appropriately completed .
6 . Method and Notice of Presentment. The documents required by
Paragraph 5 ( a "demand for payment" ) may be delivered to us in
person , by mail o' vice. A demand for
payment shall be siness Days prior to
the payment date 40cijien yl6ffr c eft duty ig our business hours
on a Business Dayaprttlr td=the #'xpt'SAti h4teof at our office at
200 North LaSalle Stre "te.2400 , ioago ,„,Illinois 60601 , Attn:
Internatioanl Depame" t. depand ;fir t shall be deemed to
have been present on th to gtur4 y ' °, p ed by us . "Business
Day" means any day or legal holiday on
which banking inst` i orized or required by
law to close.
7 . Time and Method of Payment.
(a) If demand for payment is made in strict conformity with the
terms and conditions hereof , payment shall be made to you no
later than 1 :00 p.m. , Chicago Illinois time, on the payment
date specified in your draft (provided such demand for payment
is not subsequent to the expiration of the Letter of Credit )
or, if such payment date is not a Business Day , on the next
succeeding Business Day.
( b) Payment under this Letter of Credit shall be made in
immediately available funds in accordance with the reasonable
instructions set forth in the drawing certificate with respect
thereto.
VERY TRULY YOURS,
BANQUE NATIONALE DE PARIS
Chicago Branch
�'�� � oO
Form BNPC 30-5-87 Sig ature Cou ntersi nature..
11,
ORIGINAL
B'' IQUE NATIONALE DE PARIS Page 3 of 6
Chicago Branch
200 North La Salle Street - Chicago, Illinois 60601
OUR REFERENCE NUMBER SB1194 Telephone: 13121977-2200 DATE August 3, 1993
8. Governing Law and Customs. Except so far as otherwise expressly
stated herein , this Letter of Credit is subject to the "Uniform Customs
and Practice for Documentary Credits , " 1983 Revision, International
Chamber of Commerce Publication No. 400 ( the "Uniform Customs" ) . This
Letter of Credit shall be deemed to be a contract made under the laws of
the state of Illinois and, as to matters not covered by the Uniform
Customs, shall be governed by and construed in accordance with the laws
of such state and applicable federal law.
9 . - Irrevocability . This Letter of Credit is irrevocable.
10. Failure to Honor . If , within thirty ( 30 ) days of the date of any
demand (made in conformity with this Irrevocable Letter of Credit) , we
fail to honor same, we agree to pay all attorneys ' fees, court costs and
other reasonable expenses incurred by the Village of Elk Grove Village in
enforcing the terms of this Irrevocable Letter of Credit,
11 . Complete Agreement. This Letter of Credit, including the Exhibits
hereto, sets forth in full the terms of our undertaking . Reference in
this Letter of Credit to other documents or instruments is for
identification purposshall not modify or
affect the terms here merr .or instruments to be
deemed incorporated h ' in,,, »�
We hereby agree itr y -oto, hono= your Xzaft drawn under and
presented in strict citjpliiAnce i*I the-,'Jerm.Agjad conditions of this
Letter of Credit.
VERY TRULY YOURS,
BANQUE NATIONALE DE PARIS
Chicago Branch
Form BNPC 30-5-87 Authorized Signature Countersignature
ORIGINAL CAROLINE mlCHEt.
P'NQUE NATIONALE DE PARIS Page 4 of 6
Chicago Branch
200 North La Salle Street -Chicago,Illinois 60601
OUR REFERENCE NUMBER SB1194 Telephone: (3121977-2200 DATE August 3, 1993
EXHIBIT A
CERTIFICATE TO ACCOMPANY DRAFT
The undersigned, duly authorized representatives of the Village of
Elk Grove Village ( the "Beneficiary" ) , hereby certify to Banque Nationale
de Paris , Chicago Branch (the "Bank" ) with reference to Irrevocable
Letter of Credit No. SB1194 issued by the Bank , (the "Letter of Credit" ) ,
that:
1 . Chicago Fiber Optic Corporation , Inc. , 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 Ag'
3. The amount of thg dr ac p thI Certificate does not
exceed the lesser of =Cl1e umecifedxn ra'g� aph 2 above and the
remaining credit avai > 11 e: ilnde the yLet r t7f gftdit, after reduction
for the aggregate of a p7vigs cEpaws redo ns.
4 . Any capital , a t defined shall have
its respective meanngfi red it.
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:
Name: _
Title:
By: ---
Name:
Title:
VERY TRULY YOURS,
BANQUE NATIONALE DE PARIS
Chicago Branch
Form BNPC 30-5-87 Authorized Signat re Countersignature
ORIGINAL CAROLINE MICHEL
- P NQUE NATIONALE DE PARIS Page 5 of 6
e
Chicago Branch
200 North La Salle Street -Chicago,Illinois 60601
Telephone: 13121977-2200 August 3 1993
OUR REFERENCE NUMBER 581194 DATE 9 �
EXHIBIT B
CERTIFICATE REGARDING SATISFACTION OF ALL OBLIGATIONS
The undersigned, duly authorized representative of the Village of
Elk Grove Village ( the "Beneficiary" ) , hereby certify to Banque Nationale
de Paris, Chicago Branch ( the "Bank" ) with reference to Irrevocable
Letter of Credit No . SB1194 issued by the Bank (the "Letter of Credit" ) ,
that :
1 . The obligations of Chicago Fiber Optic Corporation, Inc . , 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 capitalizQ term d h i end potz fined shall have its
respective meaning as 461 fart n thi5: Le$ er ;'Sf gXedit.
K
IN WITNESS WHEREO8Zt Be fir;- ry 'Eis its duly authorized
representatives to exem"te an `" li' t icate as of the
day of
VILLAGE OF ELK GROVE VILLAGE
By:
Name :
Title :
By:
Name:
Title :
VERY TRULY YOURS,
BANQUE NATIONALE DE PARIS
Chicago Branch
Q14
Form BNPC 30.5-87 1Authorized Signa tu
re Countersignature
re
CAROLINE MICHKI-.
B- 'QUE NATIONALE DE PARIS Page 6 of 6
g Chicago Branch
200 North La Salle Street -Chicago,Illinois 60601
OUR REFERENCE NUMBER SB1194 Telephone: (312)977-2200 DATE August 3, 1993
EXHIBIT C
CERTIFICATE REGARDING COMPLETION OF CONSTRUCTION OF THE SYSTEM
The undersigned, duly authorized representatives of the Village of
Elk Grove Village (the "Beneficiary" ) , hereby certifies to Banque
Nationale de Paris, Chicago Branch (the "Bank" ) with reference to
Irrevocable Letter of Credit No. SB1194 issued by the Bank (the "Letter
of Credit" ) , that:
1 . Chicago Fiber Optic Corporation , Inc. , d/b/a Metropolitan Fiber
Systems of Chicago, Inc. ( "MFS" ) has completed construction of the
Telecommunications Systems 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 . Any capitalized term used herein and not defined shall have its
respective meaning as redit.
IN WITNESS WHEREPF,
,4 the 8#0 f i 63,.%rye, s gad its duly authorized
representatives to exe=to nd2.deliv(tr fl s t%rtWicate as of the —
day of
PYLA ELK GROVE VILLAGE
r
Name:
Title:
By : — ——
Name:
Title:
VERY TRULY YOURS,
BANQUE NATIONALE DE PARIS
Chicago Branch
Form BNPC 30.5-87 Authorized Signature - Countersignature
ORIGINAL CAROLINE MICWY,