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O-81-26ORDINANCE NO. 0 -81 -26 AN ORDINANCE TO ADD ARTICLE 7 TITLED "AUTHORIZATION FOR THE ISSUANCE OF INDUSTRIAL REVENUE BONDS" OF CHAPTER 9 OF THE MUNICIPAL CODE OF DEERFIELD, ILLINOIS Published in pamphlet form this 6th day of April , 1981 by the President and Board of Trustees of Deerfield. ORDINANCE NO. 0- 81 -26. AN ORDINANCE TO ADD ARTICLE 7 TITLED "AUTHORIZATION FOR THE ISSUANCE OF INDUSTRIAL REVENUE BONDS" OF CHAPTER 9 OF THE MUNICIPAL CODE OF DEERFIELD, ILLINOIS WHEREAS, the Village of Deerfield is a Home Rule Unit as the result of a successful referendum vote held on such home rule question on the 15th day of April, 1975; and WHEREAS, the Village as a Home Rule Unit, may exercise any power and perform any function pertaining to its government and affairs, including the power to issue bonds to carry out such governmental functions; and WHEREAS, it is in the best interests of the Village of Deerfield to issue industrial revenue bonds to finance in whole or in part the cost of acquisition, purchase, construction, reconstruction, improvement, equipping, betterment or extension of any industrial or commercial development project in order to encourage the economic development of the Village which is a public purpose and is a function pertaining to the government and affairs of the Village; and WHEREAS, the Village does hereby determine that Division 74 and Division 74.2 of Article 11 of the Illinois Municipal Code shall not be applicable to the issuance of industrial revenue bonds or commercial revenue bonds by the Village. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS, as follows: SECTION That Chapter 9 of the Municipal Code of.Deerfield, 1975, as ONE: amended, be and the same is hereby further amended by adding thereto anew Article 7 entitled "Authorization for the Issuance of Industrial Revenue Bonds" to read as follows: Article 7- AUTHORIZATION FOR THE ISSUANCE OF INDUSTRIAL REVENUE BONDS 1. Declaration of Purpose. The Village has enacted this Article for the following specific purposes: (a) To provide a financing device that will aid in financing the cost of industrial and commercial projects in order to relieve conditions of unemployment and broaden the existing tax base. (b) To encourage the increase of industrial and commercial development in the Village leading to increased welfare and prosperity of the residents of the Village. - 2 - 2. Definitions. Whenever used in this Article, unless a different meaning clearly appears from the context: (a) "Project" or "development project" includes any industrial or commercial project which is a capital project comprising an industrial or manufacturing plant or a commercial facility, including one or more buildings and other structures, whether or not on the same site or sites; any rehabilitation, improvement, renovation or enlargement of, or any addition to, any buildings or structures for use as a commercial facility or factory, mill, processing plant;; assembjy — plant, fabricating plant, industrial distribution center, repair, overhaul or service facility, test facility, and other facilities, including research and development for manufacturing, processing, assembling, repairing, overhauling, servicing, testing or handling of any products or commodities embraced in any industrial or manufacturing plant; and including also the sites thereof and other rights in land therefor, whether improved or unimproved, machinery, equipment, site preparation and landscaping, and all appurtenances and facilities incidental thereto such as warehouses, utilities, access roads, railroad sidings, truck docking and similar facilities, parking facilities, dockage, and other improvements necessary or convenient for any manufacturing or industrial plant. (b) "Project costs" means and includes the sum total of .all reasonable or necessary costs incidental to the acquisition, construction, reconstruction, repair, alteration, improvement and extension of a project, including, without limitation, the cost of studies and surveys; plans, specifications, architectural and engineering services; legal, marketing or other special services; financing, acquisition, demolition, construction and equipment costs and site development of new and rehabilitated buildings, rehabilitation, reconstruction, repair or remodeling of existing buildings and all other necessary and incidental expenses including an initial bond and interest reserve together with interest on bonds issued to finance a project to a date six (6) months subsequent to the estimated date of completion and any costs or expenses which may be included under the provisions of Section 103(b) of the Internal Revenue Code of 1954, as amended. - 3 - 3. Additional Powers. In addition to powers which it may now have, the Village has the power under this Article: (a) To issue its bonds to finance in whole or in part the cost of the acquisition, purchase, construction, reconstruction, improvement, betterment or extension of any development project. In determining such cost, there may be included all costs and estimated costs of the issuance of such bonds and all engineering, inspection, fiscal and legal expenses. (b) To sell on installment contract or to rent or lease such development project to industrial or commercial concerns in such manner that the installment payments under the contract or the rents to be charged for the use of the development project shall be fixed and revised from time to time so as to produce income and revenues sufficient to provide for the prompt payment of interest upon all bonds issued under this Article, and to create a sinking fund to pay the principal of such bonds when due, and to provide for the operation and maintenance of such development project and for an adequate depreciation account in connection therewith. (c) To pledge to the punctual payment of bonds authorized under this Article and interest thereon the income and revenues to be received from such development project (including improvements, betterments or extensions thereto which may thereafter be constructed or acquired) sufficient to pay such bonds and interest as they become due and to create and maintain reasonable reserves therefor. (d) To mortgage such development project in favor of the holder or holders of bonds issued therefor. (e) To enter into a loan agreement and accept a note or mortgage, or both, as security for payment of the proceeds of the revenue bonds and to pledge said note or mortgage, or both, for the benefit of the holders of the bonds. (f) To sell, rent or lease such development project, or to accept a note in connection with such development project on such terms and conditions and at such time as the Board of Trustees of the Village may determine. However, no sale, rental, lease or loan shall ever be made in such manner as to impair the rights or interests of the holder or holders of any bonds issued for the construction, purchase, improvement or extension of any such development project. 4 - (g) To issue its bonds to refund in whole or in part, bonds theretofore issued by the Village under authority of this Article. 4. Exercise of Powers. (a) By an ordinance passed by a vote of a majority of the corporate authorities then holding office, bonds may be authorized to be issued under this Article to provide funds for the construction, acquisition, reconstruction, improvement, betterment, or extension of any development project as authorized under this Article or for the refunding of bonds previously issued under this Article. (b) Bonds shall bear interest at such rate or rates, shall be payable at such times, may be in one or more series, may bear such date or dates, may mature at such time or times not exceeding forty (40) years from their respective dates; may be payable in such medium of payment at such place or places, may carry such registration privileges, may be subject to such terms of redemption at such premiums, may be executed in such manner, may contain such terms, covenants and conditions, and may be in such form, either coupon or registered, as such ordinance may provide or as may be subsequently determined by the Board of Trustees before the bonds are issued. Bonds may be sold at public or, private sale in such manner and upon such terms as may be deemed advisable by the Board of Trustees. Pending the preparation of the definitive bonds, interim receipts or certificates in such form and with such provisions as the Board of Trustees may determine, may be issued to the purchaser or purchasers of bonds sold pursuant to this Article. 5. Covenants in Bonds. (a) Any ordinance authorizing the issuance of bonds under this Article may contain covenants as to any one or more of the following: (1) The use and disposition of the income and revenues from the development project for which the bonds are to be issued, including the creation and maintenance of reserves; (2) The issuance of other or additional bonds payable from the income and revenues from such development project; - 5 - (3) The maintenance and handling of such project; (4) The insurance to be maintained thereon and the use and disposition of insurance money; and (5) Such additional terms as the Board of Trustees shall deem necessary and proper. (b) Any ordinance authorizing the issuance of bonds under this Article may provide that the principal of and interest on any bonds issued under this Article shall be secured by a mortgage or trust deed covering such development project and any improvements or extensions thereafter made. Such mortgage or trust deed may contain such covenants and agreements to safeguard properly the bonds as may be provided for in the ordinance authorizing such bonds and shall be executed in such manner as may be provided for in such ordinance. The provisions of this Article and any such ordinance and any such mortgage or trust deed shall constitute a contract with the holder or holders of the bonds which will continue in effect until the principal of, the interest on, and the redemption premiums, if any, on the bonds so issued have been fully paid. The Village may in any such ordinance agree that the duties of the Village and its corporate authorities and officers under this Article and any such ordinance and any such mortgage or trust deed shall be enforceable by any bondholder by mandamus, foreclosure of any such mortgage or trust deed or other appropriate suit, action or proceedings in any court of competent jurisdiction; provided, that the ordinance or any mortgage or trust deed under which the bonds are issued may provide that all such remedies and rights to enforcement may be vested in a trustee for the benefit of all the bondholders, which trustee shall be subject to the control of a majority of the holders or owners of any outstanding bonds. 6. Signatures of Officers on Bonds - Validity of Bonds. Bonds shall bear the signatures of such officers of the Village as may be designated in the ordinance authorizing such bonds, and such signatures shall be the valid and binding signatures of the officers of the Village notwithstanding that before the delivery thereof and payments therefor any or all of the persons whose signatures appear thereon have ceased to be officers of the Village issuing such bonds. The validity of the bonds is not dependent upon nor affected by the validity or - 6 - regularity of the proceedings relating to the acquisition, purchase, construction, reconstruction, improvement, equipping, betterment or extension of the development project for which the bonds are issued. The ordinance authorizing the bonds may provide that the bonds shall contain a recital that they are issued pursuant to this Article, which recital is conclusive evidence of their validity and the regularity of their issuance. Failure on the part of the Applicant or the Village to comply with the requirements of this Article of the Municipal Code shall not effect the validity of any industrial revenue bonds issued. 7. Lien of Bonds. All bonds issued under this Article shall have a lien upon the revenues and receipts derived from the development project for which the bonds have been issued, and the corporate authorities may provide in the ordinance or ordinances authorizing such bonds for the issuance of additional bonds to be equally and ratably secured by a lien upon such income and revenues or may provide that the lien upon such income and revenues is subordinate. 8. Liability for Bonds. No bonds issued under and pursuant to this Article shall be general obligations payable out of the Village funds, but rather all such bonds shall be limited obligations payable solely out of the income and revenues derived from the development project with respect to which such bonds are issued., No holder of any bonds issued under this Article shall have the right to compel any exercise of taxing power of the Village to pay the bonds, the interest or premium thereon, if any. The bonds shall not constitute an indebtedness of the Village or a loan of credit thereof within the meaning of any constitutional or statutory provision. It shall be plainly stated on the face of each bond that it has been issued under the provisions of this Article and that it does not constitute an indebtedness of the Village or a loan of credit thereof within the meaning of any constitutional or statutory provisions. 9. Powers Conferred as Additional and Supplemental. The powers conferred by this Article are in addition and supplemental to, and the limitations imposed by this Article shall not affect the powers the Village may have by any law or any other Article or Chapter. Development projects may be acquired, purchased, constructed, reconstructed, improved, bettered, equipped, extended and financed and bonds may be issued under this Article for such purposes, notwithstanding that any other law or ordinance may likewise provide for the acquisition, purchase, lease, construction, reconstruction, improvement, equipping, betterment, extension and financing of a like project, or the issuance of bonds for such purposes. - 7 - 10. Application Applications for industrial revenue bonds shall be made to the Village Manager. Any person, firm, or corporation may file an application, as hereinafter provided, requesting consideration of the issuance of such bonds. The person, firm, or corporation requesting the issuance of industrial revenue bonds shall submit their application, accompanied by a non - refundable application fee of $5,000. The application shall contain the following information: (a) Name, address and telephone number of the person, firm of corporation submitting the application. If the project is to be owned or occupied in substantial part by a party other than the person submitting the application, the name, address and telephone number of that party along with a brief description of the relationship of such party to the one submitting the application. Hereinafter the one submitting the application and any other party which will own or occupy a substantial portion of the project are together referred to as the "Applicant "; (b) A listing of principal shareholders, partners and officers of Applicant; (c) Names of bank and trade references; (d) Street address and legal description of the property where the proposed project will be located; (e) Name and address of any and all current and proposed legal and beneficial owners of the property where the project is to be located; (f) If the Applicant is not the owner of the property where the project is to be located, a statement indicating the interest, if any, of the Applicant in the property where the project is to be located. If the Applicant is a lessee or contract purchaser of said property, a copy of such lease or contract shall be filed along with the application; (g) A description of the project for which industrial bond financing is requested, including nature of the business to be conducted, foreseeable benefits to t.hi_ Village, number of persons to be employed at -the project and estimated project costs. (h) Site plans, preliminary construction plans, floor plans ` and leases or proposed leases. (i) A resume of the Applicant which shall include the following: - 8 - (1) A description of each business in which the Applicant is engaged; (2) A description of any and all projects in which the Applicant and related parties have participated which were . similar to the project for which industrial revenue bond financing is requested; (3) A statement indicating whether the Applicant or related parties have ever been involved in a project financed by industrial revenue bonds and, if so, a description of each �- such project and a statement indicating whether there has ever been a default in any such bonds; (4) A statement indicating whether Applicant or any related party has been a party in any bankruptcy proceedings at any time in the five year period preceding the date of the filing for the application and, if so, a description of such proceedings, including the caption of any lawsuits and the outcome thereof; (5) A statement indicating whether Applicant, within three years preceding the date of application, has been in default or allegedly in default in the payment of any debt instruments on which the Applicant is a signatory and, if so, a description of such debt instrument and such default; (6) A statement indicating the length of time Applicant has been doing business and the length of time Applicant has been engaged in projects of the type for which industrial revenue bond financing is requested. (7) If the Applicant is a corporation, copies of any and all annual reports and prospectuses issued within five years preceding the date of application for industrial revenue bond financing; (8) Certified copies of audited financial statements of the Applicant for five years preceding the date of the filing of the application for industrial revenue bond financing; (9) The most current Securities and Exchange Commission 10 -K Report of the Applicant if it is required under applicable laws to file; (10) A list setting forth the caption, if pending, and a brief description of any and all pending or threatened litigation against the Applicant which could have an impact on the existence of the Applicant or its business or the financial - 9 - Xx position of Applicant. In this regard, Applicant shall disclose any pending or threatened litigation which charges Applicant or, if applicable, any of its officers or part- ners with misfeasance, misrepresentation, fraud, a viola- tion of any criminal law, or anti -trust violations; and any cases in which judgment has been entered or requested against Applicant in an amount in excess of $250,000, unless the disclosure of cases in which lesser or greater judgments have been entered or requested is'required by the Village Manager. (11) Any other data which discloses relevant financial informa- tion such as the Applicant's bond rating and the like. The Village Manager, upon the advice of staff and /or consul- tants, may require any additional information from Appli- cant. (j) A statement indicating the zoning classification of the property where the project is to be located along with a statement indi- cating whether any amendments to the Zoning Ordinance of the Village or special approvals such as variations or special permits will be required for the project. This statement should include a basic description of the use that the project will be put to; (k) A site plan for the property where the project is to be located showing any existing structures and the proposed project; (1) A rendering of the project; (m) A statement indicating the amount of funding requested for the project and a description of the purpose for which the funding will be used; (n) A description of any proposed financing arrangement for the project; (o) The name and address of the proposed purchaser of the industrial revenue bonds proposed to be issued, if known; (p) A statement of the public purpose to be served by the issuance of industrial revenue bonds for the project. 11. Procedure The Village Manager shall review an application for indus- trial revenue bond financing and shall notify the Applicant in wri- ting whether said application is complete. If it is not complete, the Village Manager shall in said written notice advise the Applicant of any additional information which is required. The finance commit- tee of the Board of Trustees shall determine if a financial consul- tant should be retained in order to assist the Village in its review of the application and other information submitted in connection with the proposed project and industrial revenue bond financing. After the filing of a completed application with the Village Manager, the Village Manager shall forward said application to the Board of Trus- tees. Before the Board of Trustees considers the issuance of indus- trial revenue bonds, the following reports will be required: - 10 - (a) A statement from the Village Attorney that he has reviewed all documents pertinent to the applicat i.on, aria _bond issue and that the project is in compliance with the Village's Comprehensive Plan. The Village Attorney shall state the amount of any fee he will charge for his services, which fee shall be payable by the Applicant and may be included in the estimated cost of the project. (b) A statement from the Village's financial consultant, if any, that, based on his study of the information supplied as part of the application and from other available sources, the Applicant is a financially sound business entity and in the event that it should suffer financial difficulty, the Village would be protected from any financial obligation under the bonds. The financial consultant shall also state the amount of any fee he will charge for his services, which fee shall be payable by the Applicant and may be included in the estimated cost of the project. (c) Statements from any and all additional consultants or Village officials that may be necessary to properly review the request for industrial revenue bond financing. Any additional fees due as part of these additional reviews shall be payable by the Applicant and may be included by the Applicant.in the estimated of cost of the project. (d) A statement from the Village Manager that he has reviewed all documents, that suitable arrangements have been made for the payment of.all fees due and that he recommends that the President and Board of Trustees authorize the issuance of the proposed bonds. 12. Consideration by Village Board The President and Board of Trustees shall consider each application for industrial revenue bonds which is presented. Compliance with the procedures set forth herein shall not be construed as obligating the President and Board of Trustees to act upon the application favorably. The issuance of such bonds pursuant to this ordinance is wholly at the discretion of the President and Board of Trustees. The President and Board of Trustees reserve the right to have the Applicant appear before them to explain the proposed development and answer any questions. 13. Costs In addition to the non - refundable application fee to be paid by the Applicant at the time of the filing of the application for industrial revenue bond financing, Applicant shall pay any and all r-- costs. relating to the application and the issuance of the bonds, including, but not limited to, attorney's fees, fees of the Village's financial or other consultants, and any and all other costs of the Village in connection with the review of the application and the issuance of the bonds. Applicants shall pay any and all such costs within ten days of receipt of an invoice therefor from the Village. - 11 - 14. Issuance Fees If industrial revenue bonds are issued for the project, there shall be due the Village an issuance fee equal to one -half of one percent of the face amount of the bonds issued. The Applicant shall receive a credit against the issuance fee, for the amount of the non - refundable application fee previously paid. The issuance fee shall be considered a project cost related to the financing of the project. SECTION That all ordinances and parts of ordinances in conflict herewith TWO: are, to the extent of such conflict, hereby repealed. SECTION That the Village Clerk is hereby directed to publish this THREE: Ordinance in pamphlet form. SECTION That should any section, provision, part or clause of this FOUR: Ordinance and the Article added hereby be declared by a court of competent jurisdiction to be invalid, such decision shall not affect the validity of the Ordinance as a whole or any part thereof other than the part so declared to be invalid. SECTION That this Ordinance shall be in full force and effect from and FIVE: after its passage, approval and publication as provided by law. AYES: Heisler, Marty, Seidman, Swanson, York (5) NAYS: None (0) ABSENT: None (0). PASSED this 6th day of April 1981. APPROVED this 6th_ day of April , 1981. ATTEST: VILLAGE PRESIDENT @ 1 v WS�� - 12 -