O-82-61ORDINANCE NO. 0 -82 -61
AN ORDINANCE PROVIDING FOR THE FINANCING BY
THE VILLAGE OF DEERFIELD, ILLINOIS, OF A
PROJECT CONSISTING OF ACQUISITION OF REAL
ESTATE AND CONSTRUCTION AND EQUIPPING OF A
BUILDING AND RELATED PROPERTY IN ORDER THAT
CHI - CHI'S, INC. MAY BE PROVIDED WITH FACILITIES
TO RELIEVE CONDITIONS OF UNEMPLOYMENT AND
ENCOURAGE THE INCREASE OF COMMERCE: AUTHORIZING
AND PROVIDING FOR THE ISSUANCE BY SAID VILLAGE
OF DEERFIELD, ILLINOIS OF ITS INDUSTRIAL
REVENUE BOND (CHI- CHI'S, INC. PROJECT) WHICH
WILL BE PAYABLE SOLELY FROM THE RECEIPTS FROM
A LOAN AGREEMENT; AUTHORIZING THE EXECUTION
AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE
VILLAGE OF DEERFIELD, ILLINOIS AND CHI - CHI'S,
INC., PROVIDING FOR THE FINANCING OF SAID
PROJECT: AUTHORIZING THE EXECUTION AND DELIVERY
OF AN ASSIGNMENT AND AGREEMENT AS SECURITY FOR
THE PAYMENT OF SAID BOND: CONFIRMING SALE OF
SAID BOND TO THE PURCHASER THEREOF: AND
RELATED MATTERS.
WHEREAS, the Village of Deerfield (the "Issuer ") is by
referendum a home rule unit of local government and is authorized
and empowered by the provisions of Article VII, Section 6 of the
1970 Illinois Constitution and an Ordinance passed by the Board
of Trustees of the Issuer on April 6, 1981; as from time to time
supplemented and amended (the "Enabling Ordinance "), to finance in
whole or in part the cost of the acquisition, purchase, or extension
of any industrial project in order to encourage industrial develop-
ment of the municipality; and
WHEREAS, the Issuer is further authorized by the Enabling
Ordinance to issue industrial revenue bonds payable solely from
payments to be derived by the Issuer from the user of such facilities
and secured by a mortgage and a pledge of said payments and the
Enabling Ordinance provides that such bonds shall be entitled to a
mortgage and a pledge of such payments; and
WHEREAS, as a result of negotiations between the Issuer
and Chi - Chi's, Inc., a Minnesota corporation (the "Borrower "),
contracts have been or will be entered into by the Borrower for
the acquisition of real estate and construction and equipping of
a restaurant (the "Project ") within the boundaries of the Issuer,
and which Project will be of the character and will accomplish the
purposes provided by the Enabling Ordinance and the Issuer is
willing to issue its industrial revenue bond to finance the Project
upon terms which will be sufficient to pay the cost of acquisition,
construction and equipping of the Project as evidenced by such
industrial revenue bond, all as set forth in the details and
provisions of the Loan Agreement hereinafter identified (the
"Agreement "); and
WHEREAS, it is estimated that the costs of the Project,
including costs.relating to the preparation and issuance of the
industrial revenue bond, will be not less than $1,615,000; and
WHEREAS, the Project will create employment opportunities
and enhance the tax base in the Village of Deerfield, Illinois;
and
WHEREAS, the Issuer proposes to sell the industrial
revenue bond hereinafter authorized and designated "Industrial
Revenue Bond (Chi- Chi's, Inc. Project)" (the "Bond ") upon a negotiated
basis to Citizens Fidelity Bank & Trust Company, Louisville,
Kentucky (the "Bank ");
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND
BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, LAKE AND COOK
COUNTIES, ILLINOIS, AS FOLLOWS:
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DEFINITIONS
Section 1. The following words and terms as used in
this Ordinance shall have the following meanings unless the con-
text or use indicates another or different meaning or intent:
"Agreement" means the Loan Agreement dated as of December
1, 1982 by and between the Issuer and the Borrower, as from time
to time amended and supplemented together with the Note of the
Borrower in the form appended thereto.
"Assignment" means the Assignment and Agreement dated as
of December 1, 1982 by and between the Issuer and the Bank.
"Bank" means Citizens Fidelity Bank & Trust Company,
Louisville, Kentucky, and its successors and assigns.
• "Bond" means the Bond authorized to be issued hereunder.
"Bond Fund" means the Village of Deerfield, Illinois
Bond Fund (Chi- Chi's, Inc. Project) created in Section 7 hereof.
"Bond Purchase Agreement" means the Bond Purchase Agree-
ment dated as of December 1, 1982 between the Issuer and the Bank.
"Bond Ordinance" means this Ordinance.
"Borrower" means Chi - Chi's, Inc., a Minnesota corporation,
and its successors and assigns.
amended.
"Code" means the Internal Revenue Code of 1954, as.
The term "Default" means those defaults, exclusive of
any period of grace, specified in and defined in Section 11 hereof.
"Enabling Ordinance" means Ordinance No. 0 -81 -_ passed
by the Board of Trustees of the Issuer on April 6, 1981, as from
time to time supplemented and amended.
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The term "Event of Default" means those events specified
in and defined in Section 11 hereof.
The words "hereof," "herein," "hereunder" and other
words of similar import refer to this Ordinance as a whole.
"Issuer" means the Village of Deerfield, Illinois and
its successors and assigns.
"Mortgage" or "Mortgage and Security Agreement" means
the Mortgage and Security Agreement dated as of December 1, 1982
of the Borrower.
"Person" means natural persons, partnerships, associa-
tions, corporations and public bodies.
"Project" means the Building, the Project Site and the
Equipment and the acquisition, construction and installation
thereof to be financed with the proceeds of the Bond, as each is
defined and described in the Agreement.
AUTHORIZATION OF THE PROJECT
Section 2. That in order to promote the general welfare
of the Village of Deerfield, Illinois and its inhabitants by
relieving conditions of unemployment and encouraging the increase
of industry and economic development, the Project shall be and is
hereby authorized to be financed as described herein. It is
hereby found and declared that the financing of the Project and
the use thereof by the Borrower as hereinafter provided is necessary
to accomplish the public purposes described in the preamble hereto
and in the Enabling Ordinance.
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AUTHORIZATION AND PREPAYMENT OF BOND
Section 3. That for the purpose of financing the cost
of said Project there shall be and there is hereby authorized to
be issued by the Issuer its Industrial Revenue Bond (Chi- Chi's,
Inc. Project), in the principal sum of $1,615,000 dated the date
of issuance thereof, payable to the order of the Bank in thirty
(30) equal semi - annual principal installments of $53,833.33 each
due on each June 1 and December 1 commencing June 1, 1983 to and
including December 1, 1997 and bearing interest on the unpaid
principal amount at the rate per annum (based on a year of 360
days) equal to 77% of the prime lending rate as announced from
time to time by Citizens Fidelity Bank & Trust Company (the
"Prime Rate "), which rate shall change automatically from time to
time, payable on June 1, 1983 and on each December 1 and June 1
thereafter; however, said interest rate shall not exceed fifteen
percent (15 %) per annum.
The Bond shall bear interest on any overdue principal
and interest at the rate of 17% per annum until paid.
The principal of the Bond is subject to prepayment in
whole or in part in principal amounts not less than $1,000 or any
integral multiple thereof upon written notice given by the Borrower
on behalf of the Issuer, at least five business days prior to the
installment payment date the Borrower shall designate as the
prepayment date at a price equal to 100% of the principal amount
thereof to be prepaid, plus accrued and unpaid interest thereon
to the date fixed for prepayment.
If other funds in an amount in excess of $1,000 shall
become available in the Bond Fund, and are not otherwise required
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to be applied to the payment of Bond, the Bank shall, without
notice from the Borrower or the Issuer., promptly, but in any event
within fifteen business days from the receipt of such funds, apply
such funds to the prepayment of the Bond at the prepayment price
set forth above, and shall give notice to the Borrower and the
Issuer of such prepayment. All principal installments of the Bond
or portion thereof designated for prepayment will cease to bear
interest on the specified prepayment date, provided funds for
their prepayment are on deposit at the place of payment at that
time.
In the event of a Determination of Taxability, as
defined in the Loan Agreement, the Bond may be called for redemption
by the Bank at a price equal to 100% of the principal amount
thereof plus accrued and unpaid interest thereon.
The principal of and interest on the Bond shall be
payable to the order of Citizens Fidelity Bank & Trust Company or
its assigns in lawful money of the United States of America in
immediately available funds at the principal office of Citizens
Fidelity Bank & Trust Company in the City of Louisville, Kentucky.
The Bank shall note on the Payment Record attached as Schedule A
to the Bond the date and amount of payment of principal and
interest then being paid and of interest theretofore paid and not
yet noted thereon and upon request of the Borrower or the Issuer,
the Bond shall be available for inspection by the Borrower or the
Issuer at the offices of the Bank at Louisville, Kentucky. The
Bond is nontransferable by the Bank, except as a whole and after
notice in writing to the Borrower of such transfer. The Bond
shall be signed by the President and attested by the Village
Clerk of the Issuer and the corporate seal of the Issuer shall be
affixed thereto.
The Bond, together with interest thereon, shall be a
limited obligation of the Issuer secured by a mortgage and payable
solely from the receipts derived from the Agreement (except to
the extent paid out of moneys attributable to the Bond proceeds
or the income from the temporary investment thereof) and shall be
a valid claim of the owner thereof only against the Bond Fund and
other moneys held by the Bank pursuant to, and the receipts
derived from, the Agreement, which receipts shall be used for no
other purpose than to pay the principal of and interest on the
Bond, except as may be otherwise expressly authorized in this
Ordinance. The Bond and the obligation to pay interest thereon
does not now and shall never constitute an indebtedness or a loan
of credit of the Issuer, the State of Illinois or any political
subdivision thereof, or a charge against their general taxing
powers, within the meaning of any constitutional or statutory
provisions of the State of Illinois, but shall be secured by a
mortgage and payable solely from the receipts from the Agreement.
Dn *m VnDM
Section 4. That the Bond and Payment Record - Schedule
"A" shall be in substantially the following form:
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THIS BOND MAY BE TRANSFERRED
ONLY AS A WHOLE
UNITED STATES OF AMERICA
STATE OF ILLINOIS
VILLAGE OF DEERFIELD
PAYABLE BY THE ISSUER SOLELY AND ONLY FROM RECEIPTS
DERIVED FROM THE LOAN AGREEMENT HEREIN DEFINED
Industrial Revenue Bond
(Chi- Chi's, Inc. Project)
$1,615,000
The Village of Deerfield, Illinois, a municipality of
the State of Illinois, created and existing under the Constitution
and laws of the State of Illinois (the "Issuer "), for value received
promises to pay solely and only from the source and as hereinafter
provided, to the order of Citizens Fidelity Bank & Trust Company,
Louisville, Kentucky (the "Bank "), or its assigns, the principal
sum of:
ONE MILLION SIX HUNDRED FIFTEEN THOUSAND DOLLARS ($1,615,000)
in thirty (30) equal semi - annual principal installments of $53,833.33
each due on each June 1 and December 1 commencing June 1; 1983 to
and including December 1, 1997 and to pay interest on the unpaid
principal amount at the rate per annum (based on a year of 360
days) equal to 77% of the prime lending rate as announced from
time to time by Citizens Fidelity Bank & Trust Company (the "Prime
Rate "), which rate shall change automatically from time to time
payable on June 1, 1983 and on each December 1 and June 1 thereafter;
however, said interest rate shall not exceed fifteen percent (15 %)
per annum. This Bond shall bear interest on any overdue principal
and interest at the rate of 17% per annum, until paid. Both
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principal hereof and interest hereon are payable in immediately
available funds at the principal office of the Bank.
Payments of principal and interest, including prepay-
ments of principal installments, shall be noted on the Payment
Record - Schedule "A" made a part of this Bond as provided in the
Bond Ordinance hereinafter identified pursuant to which the Bond
is issued.
This Bond is issued in the principal sum of $1,615,000
pursuant to an Ordinance passed by the Board of Trustees of the
Issuer on April 6, 1981, as from time to time amended and supplemented
(the "Enabling Ordinance ") and to an Ordinance (the "Bond Ordinance ")
duly adopted by the Board of Trustees of the Issuer for the purpose
of providing funds to finance the cost of acquiring a site and
constructing and equipping an industrial facility (hereinafter
called the "Project ") and paying expenses incidental thereto, to
the end that the Issuer may be able to relieve conditions of
unemployment and encourage the increase of industry and industrial
development within the Village of Deerfield, Illinois. The proceeds
of this Bond will be used by the Issuer to pay or reimburse Chi -
Chi's, Inc., a Minnesota corporation, (the "Borrower ") for the
costs of acquisition, construction and equipping of the Project,
under the terms of a Loan Agreement dated as of December 1, 1982
(which agreement, as from time to time supplemented and amended,
is hereinafter referred to as the "Agreement ").
This Bond is secured by a pledge and assignment of
receipts derived by the Issuer pursuant to the Agreement and a
mortgage on the Project pursuant to an Assignment and Agreement
dated as of December 1, 1982 (the "Assignment ") from the Issuer to
WE
the Bank, as more fully described in the Bond Ordinance passed and
approved by the Board of Trustees of the Issuer on December 20,
1982. Reference is made to the Bond Ordinance for a description
of the provisions, among others, with respect to the nature and
extent of the security, the rights, duties and obligations of the
Issuer,.the rights of the owners of this Bond, and the terms on
which this Bond is or may be issued and to all the provisions of
which the owner hereof by the acceptance of this Bond assents.
Upon five days' prior written notice given by the Borrower
on behalf of the Issuer the principal amount of this Bond is
subject to prepayment in whole or in part at a prepayment price of
par plus accrued interest to the prepayment date. All principal
of this Bond or portion thereof designated for prepayment will
cease to bear interest on the specified prepayment date, provided
funds for such prepayment are on deposit at the place of payment
at that time.
In the event of a Determination of Taxability, as defined
in the Agreement, this Bond may be called for redemption by the
Bank at a price equal to 100% of the principal amount hereof plus
accrued and unpaid interest.
This Bond is issued pursuant to and in full compliance
with the Constitution and laws of the State of Illinois and the
ordinances of the Issuer, particularly the Enabling Ordinance.
This Bond and the obligation to pay interest hereon are limited
obligations of the Issuer, secured by a mortgage and assignment
and payable solely out of the receipts derived by the Issuer from
the Agreement and otherwise as provided in the Bond Ordinance and
the Agreement. This Bond and the obligation to pay interest
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hereon shall not be deemed to constitute an indebtedness or a loan
of credit of the Issuer, the State of Illinois or any political
subdivision thereof, or a charge against their general taxing
powers, within the meaning of any constitutional or statutory
provision of the State of Illinois, but shall be secured by a
mortgage and payable solely from the receipts derived by the
Issuer from the Agreement. Pursuant to the provisions of the
Agreement, payments sufficient for the prompt payment when due of
the principal of and interest on this Bond are to be paid by the
Borrower to the Bank for the account of the Issuer and deposited
in a special account created by the Issuer and designated "Village
of Deerfield, Illinois Bond Fund (Chi- Chi's, Inc. Project)," and
all receipts under the Agreement have been duly pledged and
assigned to the Bank pursuant to the Assignment for that purpose,
under the Bond Ordinance to secure payment of such principal and
interest.
In certain events, on the conditions, in the manner and
with the effect set forth in the Bond Ordinance, the principal of
this Bond may become or may be declared due and payable before the
stated maturity thereof, together with interest accrued thereon.
Modifications, alterations or amendments of the provisions
of the Bond Ordinance may be made only to the extent and in the
circumstances permitted by the Bond Ordinance.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all
acts, conditions and things required by the Constitution and laws
of Illinois and the Enabling Ordinance to happen, exist and be
performed precedent to and in the issuance of this Bond have
happened, exist and have been performed in due time, form and
manner as required by law.
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IN WITNESS WHEREOF, the Village of Deerfield, Illinois,
by its governing body, has caused this Bond to be signed on its
behalf by its President and attested by its Village Clerk and the
corporate seal of said Issuer to be affixed hereto, all as of
December 1982.
(SEAL)
Attest:
Village Clerk
VILLAGE OF DEERFIELD, ILLINOIS
By
President
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Schedule A
PAYMENT RECORD
Principal Balance Interest
Date Payment Due Payment
13*1!
Citizens Fidelity
Bank & Trust
Company
Authorized Official
and Title
CUIODY AND APPLICATION OF PROCEEDS
OF BOND: ACQUISITION AND CONSTRUCTION FUND
Section 5. There is hereby created and established with
the Bank, which is hereby constituted and appointed as depository
for the Issuer, a special fund in the name of the Issuer to be
designated "Village of Deerfield, Illinois Acquisition and Construc-
tion Fund" and identified with the name of the Borrower. The
proceeds received by the Issuer upon the sale of the Bond shall be
deposited in the Acquisition and Construction Fund which shall be
held in a separate account by Bank as depository. Moneys in the
Acquisition and Construction Fund shall be expended in accordance
with the provisions of the Agreement, and particularly Section 3.6
thereof.
The Bank, as depository, shall keep and maintain adequate
records pertaining to the Acquisition and Construction Fund and
all disbursements therefrom, and after the Project has been completed.
and a certificate of payment of all costs filed as provided in
this Section, the Bank shall deliver copies of such records to the
Issuer and the Borrower.
The completion of the Project and payment of all costs
and expenses incident thereto shall be evidenced by the filing
with the Issuer and the Bank of a certificate of the Authorized
Borrower Representative required by Section 3.7 of the Agreement.
Any moneys thereafter remaining in the Acquisition and Construction
Fund shall be applied in accordance with Section 3.6 of the Agree-
ment.
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PAYMENT OF AMOUNTS UNDER THE AGREEMENT
Section 6. It is the declared intention of the Issuer
to authorize the disbursement of the proceeds of the Bond in order
to finance the acquisition, construction and equipping of the
Project pursuant to the Agreement in substantially the form which
has been presented to and is hereby approved by the governing body
of the Issuer and which is now on file in the official records of
the Issuer.
The President is hereby authorized to execute and acknow-
ledge said Agreement for and on behalf of the Issuer, and the
Village Clerk is hereby authorized to attest same and to affix
thereto the corporate seal of the Issuer.
Said Agreement and the receipts thereof, including all
moneys received under its terms and conditions, are to be sufficient
to pay the principal of and interest on the Bond hereby authorized
and are hereby pledged and ordered paid into the Bond Fund. The
Agreement provides that the Borrower shall remit the required
payments thereunder directly to the Bank for the account of the
Issuer for deposit in said Bond Fund and such provision is hereby
expressly approved.
REVENUES: BOND FUND
Section 7. The Bond and all payments required of the
Issuer hereunder are not general obligations of the Issuer but are
special and limited obligations secured by a mortgage and payable
by the Issuer solely and only out of the receipts derived from the
Agreement as provided herein.
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I
There is hereby created by the Issuer and ordered estab-
lished with the Bank,.as depository, a special fund to be desig-
nated "Village of Deerfield, Illinois Bond Fund (Chi- Chi's, Inc.
Project)" (the "Bond Fund "), which shall be used to pay the
principal of and the interest on the Bond.
There shall be deposited into the Bond Fund, as and when
received, (a) all prepayments specified in Article IV of the
Agreement; (b) all payments and other amounts paid by the Borrower
pursuant to Section 3.3 of the Agreement; and (c) all other moneys
received by the Bank under and pursuant to any of the provisions
of the Agreement. The Bank is authorized and directed to apply
amounts available therefor in the Bond Fund to the payment when
due of the principal of and interest on the Bond.
The Issuer covenants and agrees that should there be an
Event of Default or event that with the passing of time or otherwise
may become an Event of Default under the Agreement, the Issuer
shall fully cooperate with the Bank at no cost to the Issuer and
with the owners of the Bond to the end of fully protecting the
rights and security of such owners. Nothing herein shall be
construed as requiring the Issuer to use any funds or revenues
from any source other than funds and revenues derived from the
Agreement.
Any amounts remaining in the Bond Fund, after payment in
full of the principal of and interest on the Bond (or provision
for payment thereof as provided in this Ordinance) and the reason-
able charges and expenses of the Bank, shall be paid to the Borrower
upon the expiration or sooner termination of the term of the
Agreement.
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Notwithstanding anything herein to the contrary, reference
to the Bond Fund shall not preclude direct payment of funds to the
Bank for direct application for the purposes for which payments
are made.
ASSIGNMENT
Section 8. As security for the due and punctual payment
of the principal of and interest on the Bond hereby authorized,
the Issuer hereby and pursuant to the Assignment assigns and
pledges to the Bank all receipts derived by the Issuer pursuant to
the Agreement (except any payment made pursuant to Section 6.4 of
the Agreement relating to indemnification of the Issuer by the
Borrower), and all rights and remedies of the Issuer under the
Agreement, the Note and the Mortgage to enforce payment thereof
including a mortgage of the Project and in evidence of such assign-
ment and pledge-and in consideration of the agreement of the Bank
to accept its responsibilities with respect to the Bond Fund
created pursuant to Section 7 hereof, the President is hereby
authorized to execute for and on behalf of the Issuer the Assignment
and the Village Clerk is hereby authorized to attest the same and
to affix thereto the corporate seal of the Issuer, and the President
and Village Clerk are authorized and directed to cause the Assignment
to be executed by the Bank with the Assignment to be in substantial-
ly the form which has been presented to and is hereby approved by
the governing body of the Issuer and which is now on file in the
official records of the Issuer.
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INVESTMENTS; ARBITRAGE
Section 9. Any moneys held as part of the Acquisition
and Construction Fund created pursuant to Section 5 hereof or as
part of Bond Fund created pursuant to Section 7 hereof, may be
invested or reinvested on the direction of the Borrower, in accord-
ance with the provisions of Section 3.10 of the Agreement. Any
such investment shall be held by or under control of the Bank and
shall be deemed at all times a part of the fund from which such
investment was made and the interest accruing thereon and any
profit realized from such investments shall be credited to such
fund, and any loss resulting from such investments shall be charged
to such fund, which loss shall be an obligation of the Borrower as
provided in the Agreement.
As and when any amount invested pursuant to this Section
may be needed for disbursement, the Bank may cause a sufficient
amount of the investments to be sold and reduced to cash to the
credit of such funds regardless of the loss on such liquidation.
The Issuer hereby covenants with the Bank and the
owners of the Bond that so long as any principal of the Bond
remains unpaid, the governing body of the Issuer will not take or
authorize the taking of any action which will cause the Bond to be
classified as an "arbitrage bond" within the meaning of Section
103(c) of the Code and any regulations promulgated thereunder,
including Section 1.103 -13 and Section 1.103 -14 of the Income Tax
Regulations (26 CFR Part 1) as the same presently exist. For
purposes of certifying as to matters of arbitrage, the Mayor is
hereby designated an officer responsible for issuing the Bond.
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GENERAL COVENANTS
Section 10. The Issuer covenants that it will promptly
cause to be paid solely and only from the source mentioned in the
Bond, the principal of and interest on the Bond hereby authorized
at the place, on the dates and in the manner provided herein and
in the Bond according to the true intent and meaning thereof. The
Bond and the obligation to pay interest thereon are limited obliga-
tions of the Issuer, secured by a mortgage and pursuant to the
Assignment are payable solely out of the receipts derived by the
Issuer from the Agreement and otherwise as provided herein and in
the Agreement. The Bond and the obligation to pay interest thereon
shall not be deemed to constitute an indebtedness or a loan of
credit of the Issuer, the State of Illinois or any political
subdivision thereof, or a charge against their general taxing
powers, within the meaning of any constitutional or statutory
provision of the State of Illinois.
The Issuer covenants that it will faithfully perform at
all times any and all covenants, undertakings, stipulations and
provisions contained in the Bond Ordinance, in the Bond and in all
proceedings of its governing body pertaining thereto. The Issuer
covenants that it is duly authorized under the Constitution and
laws of the State of Illinois, including particularly and without
limitation the Enabling Ordinance, to issue the Bond authorized
hereby, and to pledge and assign the receipts hereby pledged and
assigned in the manner and to the extent herein set forth; that
all action on its part for the issuance of the Bond has been duly
and effectively taken and that the Bond is and will be a valid and
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enforceable limited obligation of the Issuer according to the true
intent and meaning thereof.
The Issuer covenants that it will execute, acknowledge
and deliver such instruments and other documents as the owners of
the Bond or the Bank may reasonably require for the better assuring,
granting, pledging and assigning unto the Bank the interest of the
Issuer in the Agreement as well as the rights of the Issuer in and
to the receipts pursuant to the Assignment and hereby assigned and
pledged to the payment of the principal of and interest on the
Bond. The Issuer covenants and agrees that, except as herein and
in the Agreement provided, it will not sell, convey, mortgage,
encumber or otherwise dispose of any part of the receipts derived
from the Agreement or of its rights under the Agreement.
The Issuer covenants and agrees that all books and docu-
ments in its possession relating to the receipts derived from the
Agreement shall at all reasonable times be open to inspection by
the owners of the Bond or such accountants or other agencies as
such owners may from time to time designate.
The Issuer covenants and agrees that it shall through
the Bank enforce all of its rights and all of the obligations of
the Borrower under the Agreement for the benefit of the owners of
the Bond. The Issuer shall protect the rights of the Bank hereunder
with respect to the assignment and pledge of the receipts coming
due under the Agreement.
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EVENTS OF DEFAULT AND REMEDIES
Section 11. Any Event of Default under Section 7.1 of
the Agreement is hereby defined as and declared to be and to
constitute an "Event of Default ".
Upon the occurrence of an Event of Default and so long
as such Event is continuing, the Bank by notice in writing delivered
to the Issuer and the Borrower, may declare the principal of the
Bond and the interest accrued thereon immediately due and payable,
and such principal and interest shall thereupon become and be
immediately due and payable. Upon any such declaration all payments
under the Agreement from the Borrower immediately shall become due
and payable as provided in Section 7.2 of the Agreement.
While any principal of or interest on the Bond is unpaid,
the Issuer shall not exercise any of the remedies on default
specified in Section 7.3 of the Agreement without prior written
consent of the Bank.
Upon the occurrence of an Event of Default, the Bank may
pursue any available remedy at law or in equity by suit, action,
mandamus or other proceeding to enforce the payment of the prin-
cipal of and interest on the Bond and to enforce and compel the
performance of the duties and obligations of the Issuer as herein
set forth.
No remedy by the terms of the Bond Ordinance conferred
upon or reserved to the Bank is intended to be exclusive of any
other remedy, but each and every such remedy shall be cumulative
and shall be in addition to any other remedy given to the Bank or
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to the owner hereunder or now or hereafter existing at law or in
equity or by statute.
No delay or omission to exercise any right, power or
remedy accruing upon any event of default shall impair any such
right, power or remedy or shall be construed to be a waiver of any
such event of default or acquiescence therein; and every such
right, power or remedy may be exercised from time to time as often
as may be deemed expedient.
All moneys received pursuant to any right given or
action taken under the provisions of this Section or under the
provisions of Article VII of the Agreement (after payments of the
costs and expenses of the proceedings resulting in the collection
of such moneys and of the expenses, liabilities and advances
incurred or made by the Issuer, the Bank or the owners of the
Bond) and all such moneys in the Bond Fund shall be applied to the
payment of the principal of and interest on the Bond then due and
unpaid to the person entitled thereto.
Whenever moneys are to be applied pursuant to the provi-
sions of this Section, such moneys shall be applied at such times,
and from time to time, as the Bank shall determine, but in any
event within fifteen business days after deposit of such moneys in
the Bond Fund. The Bank shall give such notice as it may deem
appropriate of the deposit with it of any such moneys and of the
fixing of any such date, and shall not be required to make payment
to the owner of the Bond until such Bond shall be presented to the
Bank for appropriate endorsement or for cancellation if fully
paid.
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Whenever all principal of and interest on the Bond have
been paid under the provisions of this Section and all reasonable
expenses of the Bank and the Issuer have been paid, any balance
remaining in the Bond Fund shall be paid'to the Borrower.
With regard to any Default concerning which notice is
given to the Borrower under the provisions of the Bond Ordinance,
the Issuer hereby grants the Borrower full authority for account
of the Issuer to perform or observe any covenant or obligation
alleged in said notice not to have been performed or observed, in
the name and stead of the Issuer with full power to do any and all
things and acts to the same extent that the Issuer could do in
order to remedy such default.
SALE OF THE BOND; EXECUTION OF DOCUMENTS
Section 12. (a) The sale of the Bond hereby authorized
to the Bank at a price of $1,615,000 and payment pursuant to the
Bond Purchase Agreement in substantially the form which has been
presented to it is hereby approved by the governing body of the
Issuer and which is now on file in the official records of the
Issuer, is hereby in all respects authorized, approved and confirmed.
The President is hereby authorized and directed to
execute said Bond Purchase Agreement for and on behalf of the
Issuer, and the Village Clerk is hereby authorized to attest the
same and to affix thereto the corporate seal of the Issuer.
(b) The Agreement in substantially the form in which it
has been presented to the governing body of the Issuer and which
is now on file in the official records of the Issuer is hereby
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approved by such governing body and is in all respects authorized,
approved and confirmed.
The President is hereby authorized and directed to
execute the Agreement for and on behalf of the Issuer, and the
Village Clerk is hereby authorized to attest the same and to affix
thereto the corporate seal of the Issuer.
PERFORMANCE PROVISIONS
Section 13. The President and Village Clerk, for and on
behalf of the Issuer be_, and each of them hereby is, authorized
and directed to do any and all things necessary to effect the
performance of all obligations of the Issuer under and pursuant to
the Bond Ordinance, the execution and delivery of the Bond and the
performance of all other acts of whatever nature necessary to
effect and carry out the authority conferred by the Bond Ordinance.
The President and Village Clerk be, and they are hereby, further
authorized and directed for and on behalf of the Issuer, to execute
all papers, documents, certificates and other instruments that may
be required for the carrying out of the authority conferred by
this Ordinance or to evidence said authority and to exercise and
otherwise take all necessary action to the full realization of the
rights, accomplishments and purposes of the Issuer under the
Agreement, the Assignment and the Bond Purchase Agreement and to
discharge all of the obligations of the Issuer thereunder.
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o-" NOTICES
Section 14. It shall be sufficient service of any
notice or other paper on the Issuer if the same shall be duly
mailed to the Issuer by registered or certified mail, postage pre-
paid, return receipt requested, addressed to the Issuer at Village
of Deerfield, 850 Waukegan Road, Deerfield, Illinois 60015, Atten-
tion: Village Manager, or to such other address as the Issuer may
from time to time file with the Bank and the Borrower. It shall
be sufficient service of any notice or other paper on the Borrower
if the same shall be duly mailed to the Borrower by registered or
certified mail, postage prepaid, return receipt requested, addressed
to 10002 Shelbyville Road, P.O. Box 32338, Louisville, Kentucky
40232, Attention: Legal Department or to such other address as the
Borrower may from time to time file with the Issuer and the Bank.
It shall be sufficient service of any notice or other paper on the
Bank if the same shall be duly mailed to the Bank by registered or
certified mail, postage prepaid, return receipt requested, addressed
to the Bank at Citizens Plaza, Louisville, Kentucky 40296, Attention:
Commercial Loan Department or to such other address as the Bank
may from time to time file with the Issuer and the Borrower.
ORDINANCE A CONTRACT: PROVISIONS FOR
MODIFICATIONS, ALTERATIONS AND AMENDMENTS
Section 15. The provisions of this Ordinance shall
constitute a contract between the Issuer and the owner or owners
of the Bond hereby authorized; and after the issuance of the Bond
no modification, alteration, or amendment or supplement to the
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provisions of this Ordinance shall be made in any manner except
with the written consent of the owner or owners of the Bond until
such time as all principal of and interest on the Bond shall have
been paid in full.
SATISFACTION AND DISCHARGE
Section 16. All rights and obligations of the Issuer
and the Borrower under the Agreement, the Assignment, the Bond,
the Note, the Mortgage, the Bond Purchase Agreement and the Bond
Ordinance shall terminate and such instruments shall cease to be
of further effect, and the Bank shall cancel the Bond, deliver it
to the Issuer, and deliver a copy of the cancelled Bond to the
Borrower, and shall assign and deliver to the Borrower any moneys
in the Bond Fund required to be paid to the Borrower under Section
7 hereof (except moneys held by the Bank for the payment of princi-
pal of or interest on the Bond) when:
(a) all expenses of the Issuer and the Bank shall have
been paid;
(b) the Issuer and the Borrower shall have performed
all of their covenants and promises in the Agreement, the
Assignment, the Bond, the Note, the Mortgage, the Bond Purchase
Agreement and in the Bond Ordinance; and
(c) all principal of and interest on the Bond have been
paid.
"r? /^MT^%T
Section 17. The Village of Deerfield hereby elects to
have the provisions of Section 103(b)(6)(D) of the Internal Revenue
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r„
Code of 1954, as amended, apply to the hereinabove described issue
of industrial revenue bonds.
SEVERABILITY
Section 18. If any section, paragraph, clause or pro-
vision of this Ordinance shall be ruled by any court of competent
jurisdiction to be invalid, the invalidity of such section, para-
graph, clause or provision shall not affect any of the remaining
provisions hereof.
CAPTIONS
Section 19. The captions or headings of the Bond Ordinance
are for convenience only and in no way define, limit or describe
the scope or intent of any provision of the Bond Ordinance.
PROVISIONS IN CONFLICT REPEALED
Section 20. All ordinances, resolutions, and orders, or
parts thereof, in conflict with the provisions of this Bond
Ordinance, are, to the extent of such conflict, hereby repealed,
and this Bond Ordinance shall be in full force and effect upon its
approval.
Presented at a regular meeting of the governing body of
the Village of Deerfield, Illinois held on the 20th day of December,
1982.
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This Ordinance passed and approved on roll call vote
this 20th day of December, 1982.
President
TEST:
Village Cl r
(SEAL)
f
Ayes: Ehlers, Heisler, Seidman, York (4)
Nays: Marty (1)
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