Loading...
O-84-52BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD ORDINANCE NO. 0- 84 -52. BOND ORDINANCE AUTHORIZING $3,000,000 VILLAGE OF DEERFIELD, ILLINOIS INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES A (INDUSTRAPLEX LIMITED PARTNERSHIP PROJECT) AND $1,500,000 VILLAGE OF DEERFIELD, ILLINOIS INDUSTRIAL DEVELOPMENT REVENUE BONDS, .SERIES B (INDUSTRAPLEX LIMITED PARTNERSHIP PROJECT) WHEREAS, the Village of Deerfield, Illinois (the "Municipality ").is a Home Rule Unit of Government and is author- ized under the provisions of Article VII,kSection 6 of the.1970, Illinois Constitution and the provisions of Ordinance No. 0- 81 -26, duly adopted by the President and the Board of Trustees of the Municipality on April 6, 1981 and constituting Article 7 of Chapter 9 of the Municipal Code of Deerfield of 1975 (the "Enabling Ordinance ") to acquire, construct and finance development projects, to lease, sell or finance the same to or for any person, and to provide for the issuance of industrial development revenue bonds in conjunction therewith; and WHEREAS, Salvatore C. Buccola and James DiPietro (the "Developers ") have heretofore requested the Municipality to issue industrial development revenue bonds to finance a project on behalf of a limited partnership to be formed by the Developers; and WHEREAS, on September 19, 1983, this body adopted a resolution pursuant to the Enabling Ordinance pursuant to which it entered into a Memorandum of Intent with the Developers to issue industrial development revenue bonds to finance the project of the Developers, subject however, to the satisfaction of certain conditions including the approval by this body of the terms of the bonds described in said resolution; and WHEREAS, on the date hereof, a public hearing was held at the Village Hall and conducted in a manner that provided a reasonable opportunity to be heard for persons with differing views on both issuance of revenue bonds and the location and nature of the proposed facility to be financed with revenue bonds; and WHEREAS, notice of the public hearing, substantially in the form attached hereto as Exhibit A and incorporated herein, was published by one insertion in a newspaper of general circu- lation in the Municipality no less than 14 days before the scheduled date of the hearing; and WHEREAS, this body is an elected legislative body of the Municipality; and WHEREAS, Industraplex Limited Partnership, an Illinois limited partnership with the Developers as general partners, and American National Bank and Trust Company of Chicago, solely in its capacity as land trustee for the project pursuant to Trust Number 59904 (collectively, the "Borrower ") have now requested that the Municipality provide for the issuance of $4,500,000 principal amount of industrial development revenue bonds upon the terms set forth in this Ordinance (as herein described, the "Bonds "); and WHEREAS, in connection therewith the Borrower has presented the Municipality with proposed documentation for the Bonds, as follows: (a) a Bond Purchase Agreement, to be dated as of the date of adoption of this Bond Resolution (the "Bond Purchase Agree- ment"), to be entered into by and among the Municipality, the Borrower and.Prudential -Bache Securities, Inc. (the "Under- writer"), setting forth the terms and conditions on which the Municipality will sell and the Underwriter will purchase the Bonds; and (b) an Indenture of Trust, to be dated as of December 1, 1984 (the "Indenture "), to be entered into between the Munici- pality and the corporate trustee hereinafter designated (the "Trustee "), providing for the creation of the Bonds, the terms thereof and the security therefor; and (c) a Loan Agreement, to be dated as of December 1, 1984 (the "Loan Agreement "), to be entered into between the Municipal- ity and the Borrower providing for a loan of the Bond proceeds to the Borrower on repayment terms schedule to provide the Munic- ipality with revenues sufficient to retire the Bonds in accor- dance with their terms; and (d) two Promissory Notes, each to be dated December 1, 1984 (the "Series A Promissory Note "), to be issued by the Borrower -2- payable to the order of the Municipality in the respective principal amounts of $3,000,000 and $1,500,000 as evidence'of the borrowing provided for in the Loan Agreement and to be assigned by the Municipality to the Trustee (the "Promissory Notes "); and (e) a Preliminary Offering Circular (the "Preliminary Offering Circular "), describing the Bonds and the affairs and financial condition of the Borrower; and (f) a Mortgage, to be dated as of December 1, 1984 (the "Series A Mortgage "), from the Land Trustee to the Municipality relating to the property to be financed with the "Series A Bonds" (hereinafter identified), and from the Municipality to be as- signed to the Trustee; and (g) a Mortgage, to be dated as of December 1, 1984 (the "Series B Mortgage"), from the Land Trustee to the Municipality relating to the property to be financed with the "Series B Bonds" (hereinafter identified), and from the Municipality to be as- signed to the Trustee; (h) an Assignment of Master Lease, to be dated as of December 1, 1984 (the "Series A Assignment of Master Lease ") from the Land Trustee to the Municipality relating to the property to be financed with the Series A Bonds, and from the Municipality to be assigned to the Trustee; and (i) an Assignment of Master Lease, to be dated as of December 1, 1984 (the "Series B Assignment of Master Lease ") from the Land Trustee to the Municipality relating to the property to be financed with the Series B Bonds, and from the Municipality to be assigned to the Trustee; and (j) an Assignment of Rents, to be dated as of December 1, 1984 (the "Series A Assignment of Rents ") from the Land Trustee to the Municipality relating to the property to be financed with the Series A Bonds, and from the Municipality to be ass.igned to the Trustee; and (k) an Assignment of Rents, to be dated as of December 1, 1984 (the "Series B Assignment of Rents ") from the Land Trustee to the Municipality relating to the property to be financed with the Series B Bonds, and from the Municipality to be assigned to the Trustee; and (1) a Security Agreement, to be dated as of December 1, . 1984 (the "Series A Security Agreement ") from Industraplex to the Municipality relating to the personal property to be financed with the Series A Bonds, and from the Municipality to be assigned to the Trustee; and -3- (m) a Security Agreement, to be dated as of December 1, 1984 (the "Series B Security Agreement ") from Industraplex to the Municipality relating to the personal property to be financed with the Series B Bonds, and from the Municipality to be assigned to the Trustee; and (n) a Letter of Credit, to be dated as of December 1, 1984 (the "Letter of Credit ") from Pathway Financial, a Federal Association.(the "S &L ") to the Trustee; and (o) a. Collateral Agreement, to be dated as.of December 1, 1984 (the "Collateral Agreement ") from the S &L to the Trustee; and (p) a Remarketing Agent Agreement_, to be dated as of December 1, 1984 (the "Remarketing Agent Agreement ") by and,among the Underwriter, the Borrower and the Municipality. WHEREAS, in accordance with the Enabling Ordinance, this Ordinance and the aforesaid instruments and documents, the Bonds and interest thereon shall never constitute an indebtedness of the Municipality within the meaning of any State constitution- al provision or statutory limitation, shall not constitute or give rise to a pecuniary.liability of the Municipality or a charge against its general credit or taxing powers, and shall not constitute or give rise.to any personal liability of any member of this body or of any officers or employees of the Municipality on the Bonds or for any act or omission related to the authori- zation or issuance of Bonds; and . WHEREAS, it is in the public interest of the Munici- pality to encourage and promote the development of projects such as the projects to be financed in order to realize public bene- fits such as, but not limited to, the provision and retention of gainful employment opportunities for the citizens of the Munic- ipality; the stimulation of the flow of investment capital into the Municipality with resultant beneficial effects on the economy in the Municipality; and the preservation and enhancement of the Municipality's tax base; and WHEREAS, the development of the projects and the issuance of Bonds-to finance the projects as herein recited will, in the judgment of this body, serve the intended accomplishments of public purpose and in all respects conform to the provisions and requirements.of the Enabling Ordinance. NOW, THEREFORE, BE IT ORDAINED: 1. Findings and Determinations.. It has been found and determined and is hereby declared: -4- 0 (a) that the project is a qualified "project" under and for the purposes of the Enabling Ordinance; (b) that the estimated aggregate cost of providing the projects and paying the costs incident to the financing is not less than $4,500,000; (c) that all conditions set forth in the Memorandum of Intent have been satisfactorily met. 2. Authorization to Borrow and to Lend. The Municipality shall borrow, but only in the manner herein recited, the sum of $4,500,000 for the purpose of (i) financing the costs of provid- ing the projects, (ii) paying the costs of issuing and selling the Bonds, and (iii) paying such other costs related thereto as are permitted to be paid with bond proceeds under the Enabling Ordinance. Said borrowing shall be accomplished through the sale of the Bonds issued pursuant to the Enabling Ordinance. The Municipality shall lend, the sum of $4,500,000 to the Borrower pursuant to the terms of the Loan Agreement, which borrowing shall be evidenced by the Promissory Notes and secured by the Series A Mortgage, Series.B Mortgage, Series A Assignment of Master Lease, Series B Assignment of Master Lease, Series A Assignment of Rents, Series B Assignment of Rents, Series A Security Agreement and Series B Security Agreement. 3. Designation, Denomination, Tenor and Maturity of Bonds Created for Issuance. The Bonds shall be issued in two series. The first series shall be in the principal amount of $3,000,000 and shall be designated: VILLAGE OF DEERFIELD, ILLINOIS INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES A (INDUSTRAPLEX LIMITED PARTNERSHIP PROJECT) The second series of Bonds shall be issued in the principal amount of $1,500,000 and shall be designated: VILLAGE OF DEERFIELD, ILLINOIS INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES B (INDUSTRAPLEX LIMITED PARTNERSHIP PROJECT) The Series A Bonds and the Series B Bonds are herein- after collectively referred to as the "Bonds ". The interest rate on the Bonds shall be determined in.the manner set forth in Section 402 of the Indenture. The initial interest rate on the Bonds shall not exceed 15% per annum and shall be that interest rate which is necessary for the Underwriter to sell the Bonds to the public at par on the date of sale to the public. -5- The initial Reset Period shall be determined by the Borrower, with the consent of the S &L, but shall not exceed 12 years. The Bonds zhall be issued in the respective forms therefor as set forth in the Indenture, with such insertions therein as shall be necessary to comply with the terms of this Ordinance and with such corrections therein, if any, as the approving bond attorney may require for conformity with the terms of this Ordinance, the Indenture and the Enabling Ordinance. 4. Execution and Authentication of Bonds. The Bonds shall be executed on behalf of the Municipality by the.President under the official seal of the Municipality attested by its Clerk. The signatures of the President and the Clerk may be manual or facsimile. The official seal may be actually impressed or imprinted or otherwise reproduced thereon by facsimile. No Bond shall be issued unless first authenticated.by the Trustee, to be evidenced by the manual signature of an authorized signatory of the Trustee on each Bona. 54 Designation of Trustee. The Municipality hereby designates and appoints LaSalle National Bank, Chicago, Illinois, to perform the functions of the Trustee, bond registrar and paying agent under the'indenture. 6. Designation of Remarketing Agent. The Municipality hereby designates and appoints Prudential -Bache Securities, Inc., pursuant to the Remarketing Agreement to perform the functions of Remarketing Agent under the Indenture.. The Municipality agrees that the Remarketing Agent may be removed and a new Remarketing Agent appointed with the consent of the Municipality and the Borrower; provided, however, that the Borrower shall reimburse the Municipality for any costs it incurs, if any, in connection with such removal_ or the appointment. 7.. Designation of Indexing Agent. The Municipality hereby designates and appoints Prudential -Bache Securities, Inc., to perform the functions of Indexing. Agent under the Indenture. The Municipality agrees that the Indexing Agent may be removed and a new Indexing Agent appointed with the consent of the Municipality and the Borrower; provided, however, that the Borrower shall reimburse the Municipality for any costs it incurs, if any, in, connection with such removal.. -.or the appointment. B. Bonds as Limited Obligations. The Bonds and interest thereon shall never be or be considered a general obligation of the Municipality or an indebtedness of the Municipality within - the meaning of any State constitutional provision or statutory limitation and shall not constitute or ,give rise to a pecuniary liability of the Municipality or a charge,against its general credit or taxing powers. -6- W 9. Source of Payment; Pledge of Revenues. The Bonds shall be limited obligations of the Municipality payable by it solely from revenues and income derived by or for the account of the Municipality from or for the account of the Borrower pursuant to the terms of the Promissory Note, the Loan.Agreement, the Series A Mortgage, the Series B Mortgage, the Series A Assignment of Master Lease, the Series B Assignment of Master Lease, the Series A Assignment of Rents, the Series B Assignment of Rents, the Series A Security Agreement, the Series B Security Agreement, the Letter of Credit, and the Collateral Agreement including,. without limitation, (i) all payments by.the Borrower on the Promissory Notes or pursuant to the terms of the Loan Agreement, (ii) all cash and securities held from time.to time in the.Trust Funds, and the investment earnings thereon and (iii) all amounts derived by recourse to the Series A Mortgage, the Series B Mortgage, the Series A Assignment of Master Lease, the Series B Assignment of Master Lease, the Series A Assignment of Rents, the Series B Assignment of Rents, the Series A Security Agreement, the Series B Security Agreement, the Letter of Credit, and the Collateral Agreement; but excluding any amounts derived by the Municipality for its own account pursuant to the terms of the Loan Agreement. As security for the payment of the principal of, premium, if.any, and interest on the Bonds, the Municipality shall pledge and assign to the Trustee all of its right, title and interest in and to the Promissory Notes, the Loan Agreement (except for its rights to receive and enforce payment of certain taxes, expenses and indemnity payments from the Borrower as set forth in the Indenture and the Loan Agreement), Series A Mort- gage, the Series B Mortgage, the Series A Assignment of Master Lease, the Series B Assignment of Master Lease, the Series A Assignment of Rents, the Series B Assignment of Rents, the Series A Security Agreement, the Series B Security Agreement, the Letter of Credit, and the Collateral Agreement and the trust funds held by the Trustee under the Indenture. 10. Redemption of Bonds Prior to Maturity. The Series A Bonds shall be subject to redemption prior to maturity as pro- vided in the Indenture, including Sinking Fund Redemption in accordance with the schedule below: Sinking Fund Redemption Date _ Principal (December 1 of the Year) Amount 1986 $ 20,000 1987 25,000 1988 25,000 1989 25,000 1990 30,000 1991 30,000 -7- 1992 $ 35,000 1993 40,000 1994 45,000 1995 50,000 1996 _ 50,000 1997 55,000 1998 65,000 1999 70,000 2000 75,000 2001 85,000 2002 95,000 2003 100,000 2004 110,000 2005 125,000 2006 135,000 2007 150,000 2008 165,000 2.009 180,000 2010 200,000 2011 220,000 2012 240,000 2013 265,000 2014 290,000 The Series.B Bonds shall be subject to redemption prior to maturity as provided in the Indenture, including Sinking Fund Redemption in accordance with the schedule below: Sinking Fund Redemption Date Principal (December 1 of the Year) Amount 1986 $ 10,000 1987 10,000 1988 15,000 1989 15,000 1990 15,000 1991 15,000 1992 20,000 1993 20,000 1994 20,000 1995 25,000 1996 25,000 1997 30,000 1998 30,000 1999 35,000 2000 40,000 2001 45,000 2002 451000 2003 50,000 2004 55,000 2005 60,000 2006 2007 2008 2009 2010 2011 2012 2013 2014 11. Investment of Trust Funds. of the trust funds held by the Trustee invested and reinvested by the Trustee Borrower in "Qualified Investments" as Indenture. $ 70,000 75,000 80,000 90,000 100,000 110,000 120,000 130,000 145,000 Any moneys held as a part under the Indenture may be upon request by the specified in the 12. Determination,of Revenue Payment. The amount necessary- in each year to pay the-principal of, premium, if any, and interest on the Bonds is the sum of (i) the amount of principal becoming due in such year in accordance with paragraph 3 of this Ordinance (as reduced from time to time by reason of prior redemptions and open market purchases of.Bonds in accordance with the Indenture); plus (ii) the principal amount of Bonds to be redeemed in such year in accordance with a call for redemption made in accordance with paragraph 10 of this Ordinance and the Indenture, plus the premium, if any, payable with respect there- to; plus (iii) the amount of interest on the Bonds becoming due in such year in accordance with the interest rates specified in paragraph 3 of this Ordinance. In expressing the Borrower's obligation to make the necessary revenue payments, it shall suffice herein and in the Loan Agreement to state that the Borrower shall be obligated to pay the Municipality (or the Trustee for the account of the Municipality) amounts sufficient to pay when due with "Available Funds" (as defined in the Indenture) or funds from the Letter of Credit or other Credit Support the principal of, premium, if any, and interest on the Bonds. 13. Award of Bonds; Execution and Delivery of the Bond Purchase Agreement. The Borrower may negotiate for the sale of the Bonds to the.Underwriter at a price between 95% and 100% of the principal amount of the Bonds, plus accrued interest to the date of delivery. Given the purposes of the financing and the involvement of the Municipality therewith, it is the determination of this body that the Bonds shall be hereby awarded to the Underwriter at the price aforesaid with delivery to follow in the manner, at the time and subject to the conditions set forth in the Bond Purchase Agreement. As evidence thereof, the President and the Clerk are hereby authorized and directed for and in the name of the Municipality to execute, affix with the official seal of the Municipality and deliver the Bond Purchase Agreement in the form presented herewith, or with such insertions therein or'co.rrections thereto as shall be approved by the President and Clerk consistent with this Ordinance and the terms of the Enabling Act, their execution thereof to constitute conclusive evidence of their approval of any such insertions.and corrections. 14. Execution and Delivery of the Loan Agreement and the Indenture;.Assignment of the Promissory Notes, Series A Mortgage, the Series B Mortgage, the Series A Assignment of Master Lease, the Series B Assignment of Master Lease, the Series A Assignment of Rents, the Series B Assignment of Rents, the Series A Security Agreement, the Series B Security Agreement, the Letter of Credit, and the Collateral Agreement. The terms and provisions of the Promissory Notes, the Loan Agreement, Series A Mortgage, the Series B Mortgage, the Series A Assignment of Master Lease, the Series B Assignment of Master Lease, the Series A Assignment of Rents, the Series B Assignment of Rents, the Series A Security Agreement, the Series B Security Agreement, the Letter of Credit, and the Collateral Agreement and the Indenture are hereby ap- proved. The President and the Clerk are hereby authorized for and in the name of the Municipality to execute, affix with the official seal of the Municipality and deliver the Loan Agreement, the Indenture and the assignments of the Promissory Notes, Series A Mortgage, the Series B Mortgage, the Series A Assignment of Master Lease, the Series B Assignment of Master Lease, the Series A Assignment of Rents, the Series B Assignment of Rents, the Series A Security Agreement, the Series B Security Agreement, the Letter of Credit, and the Collateral Agreement in the respec- tive forms thereof presented herewith, or with such insertions therein or corrections thereto as shall be approved by the President and Clerk consistent with this Ordinance and the terms of the Enabling Ordinance, their execution thereof to constitute conclusive evidence of their approval of any such insertions and corrections. 15. Authorization of Offering Circular. The distribution of the Offering Circular in connection with the offering and sale of the Bonds is hereby authorized and approved. 16.' Execution and Delivery of the Bonds. The President and the Clerk are hereby authorized for and in the name of the Municipality to execute the Bonds in the manner. authorized by paragraph 4 of this Ordinance. Subject to the terms and conditions of the Bond Purchase Agreement, the Municipality shall deliver the Bonds to the Underwriter. 17. General Authorizations. The President and the Clerk and the appropriate deputies and officials of the Municipality in -10- accordance with their assigned responsibilities are hereby.each authorized to execute, publish, file and record such other documents, instruments, notices and records and to take such other actions as shall be necessary or desirable to accomplish the purposes of this Ordinance and to comply with and perform the obligations of the Municipality under the Bonds, the Loan Agree- ment and the Indenture. In the event that the President or the Clerk shall be unable by reason of death, disability, absence or vacancy of office to perform in timely fashion any of the duties specified herein (such as the execution of Bonds, the Bond Purchase Agree- ment, the Loan Agreement, the Indenture or the assignments of the Promissory Notes and other security documents), such duties shall be performed by the officer or official succeeding to such duties in accordance with law and the ordinances of the Municipality. 18. Public Approval. This body,' on behalf of the Munic- ipality, hereby approves of the issue of Bonds for the purposes of Section 103(k) of the Internal Revenue Code of 1954, as amended. 19. Election Under the Internal Revenue Code. The Munic- ipality hereby elects to have the provisions of Sec- tion 103(b).(6)(D) of the Internal Revenue Code of 1954, as amended, applied to the issuance of the Bonds. The President, Clerk or either of them are authorized to execute and file, for and in the name of the Municipality, such documents as may be necessary or appropriate to effectuate said election. 20. Effective Date; Conformity. This Ordinance shall be effective immediately upon its passage and approval. To the extent that any prior resolutions or ordinances of this body are inconsistent with the provisions hereof, this Ordinance shall control and such prior resolutions or ordinances shall be deemed amended to such extent as may be necessary to bring them in conformity with this Ordinance. (SEAL) ` ATTEST: Villag Cler VILLAGE OF DEERFIELD, ILLINOIS ti By I Village President -11- 10 CERTIFICATIONS BY CLERK I, Naomi S. Clampitt , being first duly sworn, do hereby depose and cCi Llfy that I am the duly (appointed) 46%1 dil- 04h, qualified and acting Clerk of the Village of Deerfield, in the Counties of Lake and Cook, State of Illinois, and as such I have in my possession, or have access to, the complete corporate records of said Village and of its Board of Trustees; that I have carefully compared the transcript hereto attached with the aforesaid corporate records; that said transcript hereto attached is a trust, correct and complete copy of all the corporate records in relation to the adoption of Ordinance No. 0 -84 -52 entitled: BOND ORDINANCE AUTHORIZING $3,000,000 VILLAGE OF DEERFIELD, ILLINOIS INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES A (INDUSTRAPLE)� LIMITED PARTNERSHIP PROJECT) BOND ORDINANCE AUTHORIZING $1,500,000 VILLAGE OF DEERFIELD, ILLINOIS INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES B (INDUSTRAPLEX LIMITED PARTNERSHIP PROJECT) I do hereby further depose and certify as follows: 1. Said Ordinance was considered for adoption by the Board of Trustees at a meeting held in the Village Hall at P.M. on December 17, 1984. Said meeting was an open meeting of the Village and was held in open session in compliance with applicable Illinois statutes. 2. Said meeting was called to order by Bernard Forrest, Mayor who chaired the meeting. Upon roll I noted and recorded that the following Trustees were present: Cynthia J. Marty Edwin B. Seidman Vernon E. Swanson J. Robert York and that the following Trustees were absent: James L. Marovitz Stephen 0. Jackson -12- I noted and recorded that a quorum was present. Various matters and business were taken up during the course of the meeting without intervention of any closed session. One of the matters taken up was said Ordinance which was introduced and its adoption was moved by Trustee Marty , and seconded by Trustee Seidman Following discussion and after all Tr"StEPS who desired to do so had expressed their views for or against said Ordinance, the question was called and upon roll being called and the continued presence of a quorum being noted, the recorded vote was as follows: Aye: Cynthia J. Marty Edwin B..Seidman. Vernon E. Swanson J. Robert York Nay: None Abstain: None Whereupon the President declared said resolution adopted, and I so recorded' it. TN WITNESS WHEREOF, I have signed my name and affixed the seal of Dcr field hereto on this 20th day of December � 1'964 [Municipal Seal] Cl k STATE OF ILLINOIS ) ss. COUNTY OF ) Subscribed and sworn to before me this day, the date last above written.. Notary Public My commission expires: [Notarial Seal] -13- \ 0 I noted and recorded that a quorum was present. Various matters and business were taken up during the course of the meeting without intervention of any closed session. One of the matters taken up was said Ordinance which was introduced and its adoption was moved by Trustee Marty , and seconded by Trustee Seidman Following discussion and after all Tr"StEPS who desired to do so had expressed their views for or against said Ordinance, the question was called and upon roll being called and the continued presence of a quorum being noted, the recorded vote was as follows: Aye: Cynthia J. Marty Edwin B..Seidman. Vernon E. Swanson J. Robert York Nay: None Abstain: None Whereupon the President declared said resolution adopted, and I so recorded' it. TN WITNESS WHEREOF, I have signed my name and affixed the seal of Dcr field hereto on this 20th day of December � 1'964 [Municipal Seal] Cl k STATE OF ILLINOIS ) ss. COUNTY OF ) Subscribed and sworn to before me this day, the date last above written.. Notary Public My commission expires: [Notarial Seal] -13- \