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O-11-29VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS Ordinance No. 11- 29 ORDINANCE AUTHORIZING AND APPROVING ALL DOCUMENTS, INSTRUMENTS, ACTIONS AND MATTERS NECESSARY OR APPROPRIATE FOR OR PERTAINING TO THE AMENDMENT, REISSUANCE AND REFUNDING OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS EDUCATIONAL FACILITY REVENUE BONDS (CHICAGOLAND JEWISH HIGH SCHOOL PROJECT), SERIES 2006 THROUGH THE ISSUANCE OF THE VILLAGE'S EDUCATIONAL FACILITY REVENUE REFUNDING BONDS (CHICAGOLAND JEWISH HIGH SCHOOL PROJECT), SERIES 2011A AND 2011B: APPROVING THE EXECUTION AND DELIVERY OF ALL DOCUMENTS IN CONNECTION THEREWITH; APPROVING THE ISSUANCE OF THE BONDS AS REQUIRED UNDER SECTION 147(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; AND REPEALING ALL PRIOR INCONSISTENT ORDINANCES AND RESOLUTIONS. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, this 19th day of September .1 2011. Published in pamphlet form by authority of the President and Board of Trustees of the Village of Deerfield, Lake and Cook Counties, Illinois, this 19t day of September, 2011. CHI 615515140 VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS Ordinance No. 11- 29 ORDINANCE AUTHORIZING AND APPROVING ALL DOCUMENTS, INSTRUMENTS, ACTIONS AND MATTERS NECESSARY OR APPROPRIATE FOR OR PERTAINING TO THE AMENDMENT, REISSUANCE AND REFUNDING OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS EDUCATIONAL FACILITY REVENUE BONDS (CHICAGOLAND JEWISH HIGH SCHOOL PROJECT), SERIES 2006 THROUGH THE ISSUANCE OF THE VILLAGE'S EDUCATIONAL FACILITY REVENUE REFUNDING BONDS (CHICAGOLAND JEWISH HIGH SCHOOL PROJECT), SERIES 2011A AND 2011B: APPROVING THE EXECUTION AND DELIVERY OF ALL DOCUMENTS IN CONNECTION THEREWITH; APPROVING THE ISSUANCE OF THE BONDS AS REQUIRED UNDER SECTION 147(F) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED; AND REPEALING ALL PRIOR INCONSISTENT ORDINANCES AND RESOLUTIONS. WHEREAS, the Village of Deerfield, Lake and Cook Counties, Illinois (the "Village ") is a municipal corporation and is a home rule unit of government under Section 6 of Article VII, the 1970 Constitution of the State of Illinois and, pursuant to such Constitution and Ordinance No. 06 -21 (the "Act ") is authorized to, among other things, issue its revenue bonds pursuant to the provisions of the Act for the purpose of carrying out any of its powers, including improving the welfare of the Village and better providing services to the Village and its citizens, and, as security for the payment of the principal of, and interest on, any such bonds so issued, to pledge the revenues and receipts therefrom; and WHEREAS, the Village issued its Educational Facility Revenue Bonds (Chicagoland Jewish High School Project), Series 2006 (the "Original Bonds "), in the aggregate principal amount of $27,515,000 for the purpose of financing and refinancing the acquisition, construction, operation and equipping of a high school owned and operated by the Chicagoland Conservative Jewish High School Foundation, an Illinois not - for - profit corporation ( "CJHS "), located at 1095 Lake Cook Road, Deerfield, Illinois and known as the Chicagoland Jewish High School (the "School: "); and WHEREAS, the acquisition, construction and equipping of the School has been CHI 615515140 fully completed and the School is in operation; and WHEREAS, the Village found and determined in connection with the issuance of the Original Bonds that the real estate, interests in real estate, other improvements thereon and equipment to be financed and refinanced with the proceeds of the Original Bonds were a "Qualified Project" as that phrase is used in the Act and that the financing and refinancing of the School provided for the improved welfare of the residents of the Village and afforded the opportunity to benefit from a secondary educational facility for students in grades nine through twelve to the citizens of the Village; and WHEREAS, pursuant to a Chapter 11 Plan of Reorganization in the United States Bankruptcy Court for the Northern District of Illinois (the "Bankruptcy Court ") filed by CJHS, the Bankruptcy Court has approved the refunding and exchange of the Original Bonds by and for the Village's $12,420,000 aggregate principal amount Educational Facility Revenue Refunding Bonds (Chicagoland Jewish High School Project), Series 2011A (the "Series 2011A Bonds ") and its $6,500,000 (maturity value) aggregate principal amount Educational Facility Revenue Refunding Bonds (Chicagoland Jewish High School Project), Series 201113 (the "Series 2011B Bonds" and, together with the Series 2011A Bonds, the "Bonds "); and WHEREAS, the Act authorizes the Village to issue its bonds to refund bonds previously issued by the Village under the Act; and WHEREAS, the Village hereby finds and determines that the issuance of the Bonds and the use of the proceeds thereof to refund the Original Bonds will be in accordance with the provisions and will further the purposes and the policies of the Act; and WHEREAS, in accordance with Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code "), a public hearing was held by the Board of Trustees of the Village on September 19, 2011, in connection with the issuance of the Bonds; and WHEREAS, such public hearing was held upon not less than 14 days' notice published in the form attached as Exhibit A hereto which is incorporated herein by reference; and WHEREAS, Section 147(f) of the Code requires that the applicable elected representatives of the governmental unit on behalf of which bonds are issued and of each governmental unit having jurisdiction over the area in which any facility with respect to which financing is to be provided is located, approve bonds after a public hearing in order for a private activity bond to be qualified bonds under the Code; and WHEREAS, the Village is the governmental unit having jurisdiction of the area in which the School is located; and WHEREAS, the Board of Trustees, as the applicable elected representatives of the Village, has determined that the project is in the public interest, that it is in accordance with the Act and that it is in the best interests of the Village to approve the issuance of the Bonds for purposes of Section 147(f) of the Code; and CHI 615515140 WHEREAS, the Bonds are to be issued under and secured by an Amended and Restated Trust Indenture (the "Indenture ") between the Village and Wells Fargo Bank National Association, as trustee (the "Trustee ") which Indenture will amend and restate in its entirety the indenture of trust under which the Original Bonds were issued (the "Original Indenture "); and WHEREAS, the proceeds of the Bonds are to be loaned to CJHS and to an affiliate of CJHS, Chicagoland Jewish High School Endowment Fund (the "Endowment Fund" and, together with CJHS, the "Borrower ") pursuant to an Amended and Restated Loan Agreement (the "Loan Agreement ") between the Village and the Borrower, which Loan Agreement will amend and restate in its entirety the loan agreement under which the proceeds of the Original Bonds were loaned to CJHS (the "Original Loan Agreement "); and WHEREAS, the obligation of the Borrower to repay debt service on the Series 2011 A Bonds and the Series 2011 B Bonds will be evidenced by the Borrower's Series 2011 A Promissory Note (the "Series 2011A Note ") and its Series 2011B Promissory Note (the "Series 2011B Note" and, together with the Series 2011A Note, the "Notes ") in the principal amounts equal to the principal amount or maturity value, respectively, of the Series 2011 A Bonds and the Series 2011 B Bonds; and WHEREAS, the Borrower and a land trustee, not individually but as trustee under a trust agreement, will grant an Amended and Restated Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement (the "Mortgage ") to the Trustee, which Mortgage will amend and restate in its entirety the mortgage securing the Original Bonds (the "Original Mortgage "); and WHEREAS, the Endowment Fund will deliver to the Trustee a Security Agreement to secure its obligations under the Loan Agreement and the Notes (the "Security Agreement "). and WHEREAS, the principal, redemption price and interest on the Bonds shall not be general obligations payable out of Village funds, but rather will be payable solely and exclusively from (i) loan payments to be made by the Borrower under the provisions of the Loan Agreement and the Notes and (ii) funds held by the Trustee pursuant to the Indenture and available for such purpose; and WHEREAS, the Bonds will be exchanged for, and in full satisfaction and discharge of, the $27,515,000 outstanding aggregate principal amount of the Original Bonds; WHEREAS, the amendment and restatement of the Original Indenture, the Original Loan Agreement and the Original Mortgage and the amendment, reissuance and exchange of the Original Bonds for the Bonds as aforesaid have been approved by the Bankruptcy Court and will be consented to by the holders of at least a majority in aggregate principal amount of the Original Bonds; and WHEREAS, the following documents have been presented to the Village for approval in connection with the issuance and delivery of the Bonds: (1) The proposed form of the Indenture, including the proposed forms of the CHI 615515140 Bonds; (2) The proposed form of the Loan Agreement, including the proposed forms of the Notes; (3) The proposed form of Mortgage; and (4) The proposed form of Security Agreement. WHEREAS, it appears to the Village that all of such documents are in due form and that the execution, delivery and implementation thereof, and the execution, issuance and delivery of the Bonds, will facilitate and further the purposes of the Act; NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, in the exercise of its home rule powers as follows: Section 1. Public Benefits. The Village hereby finds and re- determines that the real estate, interests in real estate, other improvements thereon and equipment financed and refinanced with the proceeds of the Original Bonds being exchanged for and refunded by the Bonds herein authorized are a "Qualified Project" as that phrase is used in the Act and that the financing and refinancing of the School has provided and will provide for the improved welfare of the residents of the Village and has afforded and will afford the opportunity to benefit from a secondary educational facility for students in grades nine through twelve to the citizens of the Village. Section 2. Authorization of the Issuance of the Bonds. Under and pursuant to the provisions of the Act, the Village hereby authorizes the execution, issuance, sale and delivery of the Bonds, to be delivered to the existing holders of the Original Bonds in exchange for the Original Bonds and in consideration of such exchange. Section 3. Approval of the Forms of Documents. The form, content and provisions of the Indenture, the Loan Agreement, and the Mortgage, presented to this meeting of the President and the Board of Trustees of the Village, are in all particulars approved; and the President of the Village and the Village Clerk or Assistant Clerk of the Village are hereby authorized, empowered and directed to execute, acknowledge and deliver said documents in the name, and on behalf, of the Village (as applicable). Said documents are to be in substantially the form now before this meeting of the President and Board of Trustees of the Village, or with such changes therein as shall be approved by the officer or officers of the Village executing the same, his, or her, or their execution thereof to constitute conclusive evidence of their approval of any and all such changes or revisions. Each officer of the Village is hereby authorized, empowered and directed, from and after the execution and delivery of said documents, to do all acts and things, and execute all documents, as may be necessary or convenient to carry out, and comply with, the provision of said documents, as executed and delivered. Section 4. Approval of the Bonds. The form, content and provisions of the Bonds, as set forth in the Indenture and as presented to this meeting of the President and Board of CHI 615515140 Trustees of the Village, subject to appropriate insertions and revisions, are in all particulars hereby approved, and the appropriate officers of the Village are hereby authorized, empowered and directed to execute, by manual or facsimile signature, attest and deliver to the Trustee for authentication, and thereafter, to deliver or cause to be delivered to the existing holders of the Original Bonds in exchange for the Original Bonds, the Bonds in consideration of such exchange, in the name and on behalf of the Village. The Bonds are to be substantially the form now before this meeting of the President and Board of Trustees of the Village, or with such changes therein as shall be approved by the officers of the Village executing the same. The Series 2011 A Bonds shall be issued in the aggregate principal amount of $12,420,000 (or such other principal amount not in excess of $13,000,000), shall be designated "Educational Facility Revenue Refunding Bonds (Chicagoland Jewish High School Project), Series 2011A" or such other designation set forth in the Indenture, shall be issued only as fully registered bonds, without coupons, shall bear interest at a rate or rates not in excess of 10% per annum, and shall mature on a date no later than January 1, 2043. The Series 2011B Bonds shall be issued in the aggregate Maturity Value (as defined in the Indenture) of $6,500,000 (or such other amount set forth in the Indenture but not in excess of $7,000,000) with an original principal amount as of the date of issuance of $1,992,619.47 (or such other amount set forth in the Indenture, but not in excess of $2,500,000), shall be designated "Educational Facility Revenue Refunding Bonds (Chicagoland Jewish High School Project), Series 201113" or such other designation set forth in the Indenture, shall be issued only as fully registered bonds, without coupons, shall bear or accrue interest at a rate or rates not in excess of 10% per annum, and shall mature on a date no later than January 1, 2043. The Bonds shall be subject to redemption and to such other terms and provisions as shall be provided in the Indenture and the form of Bonds as shall be approved by the Officers of the Village executing the Indenture, their execution thereof to constitute conclusive evidence of their approval of any and all such changes or revisions. When the Bonds shall. be executed, attested, authenticated and delivered in the manner contemplated herein, they shall conclusively be the approved form of the Bonds. Section 5. Public Approval. The issuance of the Bonds to refund the Original Bonds and the refinancing of the School are hereby approved for purposes of Section 147(f) of the Code. Section 6. Special Covenants of Borrower. CJHS shall affirmatively covenant to do all things necessary to maintain its designation as a not - for - profit organization recognized by the Internal Revenue Service as a Federally tax- exempt organization described in Section 501(c)(3) of the Code. This covenant may be in the Loan Agreement or other such documents as the officers of the Village may determine. Section 7. Miscellaneous Acts. The appropriate officers of the Village are hereby authorized, empowered and directed to do any and all such acts and things, and to execute, acknowledge, deliver and, if applicable, file or record or cause to be filed or recorded, in any appropriate public offices all such documents, instruments and certifications, in addition to those acts, things, documents, instruments and certifications hereinbefore authorized and approved, as may, in their discretion, be necessary or desirable to implement or comply with the intent of this Ordinance or any of the documents herein authorized and approved, for the authorization, issuance and delivery by the Village of the Bonds. CHI 615515140 Section 8. Obligation of Bonds. The Bonds, together with the interest thereon, shall be special, limited obligations of the Village payable solely and only from the payments and other amounts due pursuant to the Loan Agreement and the Notes and from other moneys available to the Trustee under the Indenture. Each Bond shall contain thereon a statement substantially as follows: The Bonds are issued pursuant to the Act and this Ordinance of the Village and shall be special, limited obligations of the Village payable solely out of revenues and receipts pledged under the Indenture. No owner of any of the Bonds shall have the right to compel any exercise of the taxing power or any use of any other funds of the Village to pay the Bonds, the interest, premium, if any, or principal thereon, and the Bonds shall not constitute an indebtedness of the Village or a loan of credit thereof within the meaning of any constitutional or statutory provisions but shall be payable solely from the revenues and receipts pledged therefor. Neither the President nor Board of Trustees of the Village nor any person executing the Bonds nor any officer or employee of the Village shall be liable personally on the Bonds or be subject to any personal liability or accountability whatsoever by reason of the issuance of the Bonds. Section 9. Captions. The captions or headings in this Ordinance are for convenience only and shall in no way define, limit, or describe the scope or intent of any provision hereof. Section 10. Partial Invalidity. If any one or more of the provisions of this Ordinance, or of any exhibit or attachment hereto, shall be held invalid, illegal or unenforceable in any respect, by final decree of any court of lawful jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision hereof, or of any exhibit or attachment hereto, but this Ordinance, and exhibits or attachments hereto shall be construed the same as if such invalid, illegal or unenforceable provision had never been contained herein, or therein, as the case may be; provided, however, that any holding of illegality or invalidity shall not result in any obligation of the Village to utilize any funds for the payment of the Bonds other than those funds derived under the Loan Agreement and the Notes or from other monies available to the Trustee under the Indenture. Section 11. Home Rule Effect. This Ordinance, and each of its terms, shall be the effective legislative act of a home rule municipality without regard to whether such Ordinance should: (a) contain terms contrary to the provisions of current or subsequent non - preemptive state law; or, (b) legislate in a manner or regarding a matter not delegated to municipalities by state law. It is the intent of the corporate authorities of the Village that to the extent that the terms of this Ordinance should be inconsistent with any non - preemptive state law, this Ordinance shall supersede state law in that regard within its jurisdiction. Section 12. Effective Dates. This Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form as provided by law. PASSED this 19th day of September, 2011. CHI 615515140 AYES: Benton, Farkas, Jester, Oppenheim, Seiden, Struthers (6) NAYS: None (0) ABSENT: None (0) ABSTAIN: None (0) APPROVED this 19th day of September, 2011 President ATTEST: Village Clerk CHI 615515140