O-95-40- STATE OF ILLINOIS
COUNTIES OF LAKE AND COOK
VILLAGE OF DEERFIELD
) SS
The undersigned hereby certifies that he is the duly appointed Village Clerk of the Village of
Deerfield, Lake and Cook Counties, Illinois, and that the attached is a true and accurate copy of
Ordinance No. 0 -95 -40 entitled "An Ordinance authorizing the issuance of not to
exceed $35,000,000 aggregate principal amount of Revenue Bonds, Series 1995 (Jewish
Federation of Metropolitan Chicago Projects), to finance the acquisition, construction,
improvements and equipping of projects for JFMC Facilities Corporation; authorizing
and approving the execution and delivery of a Loan Agreement, a Purchase Contract
and a Bond Trust Indenture; confirming the sale of said bonds; and related matters"
as appears in the records and files of the office of the Village Clerk.
Dated this November 27, 1995
RO T D. FRANZ,
Village Clerk
RAYMOND C. FRICKE
ATTORNEY AT LAW
(312)902.5644
S E A L KATTEN
525 WEST MONROE STREET
MUCHIN &
CHICAGO, IL 60661 -3693
ZAVIS
FAX: (312) 902.1061
INTERNET: 6084637 ®MCIMAIL.COM
LOS ANGELES - NEW YORK
WASHINGTON - IRVINE
ORDINANCE NO. 0-95-40
AN ORDINANCE authorizing the issuance of not to exceed $35,000,000
aggregate principal amount of Revenue Bonds, Series 1995 (Jewish Federation of
Metropolitan Chicago Projects), to finance the acquisition, construction,
improvements and equipping of projects for JFMC Facilities Corporation;
authorizing and approving the execution and delivery of a Loan Agreement, a
Purchase Contract and a Bond Trust Indenture; confirming the sale of said bonds;
and related matters.
WHEREAS, the Village of Deerfield, Illinois (the "Village "), is a municipal
corporation and .a home rule unit of local government under Section 6 of Article VII of the
Illinois Constitution of 1970 and may exercise any power and perform any function pertaining
to its government and affairs including, but not limited to, the incurrence of indebtedness; and
WHEREAS, the Village proposes to issue its Revenue Bonds, Series 1995 (Jewish
Federation of Metropolitan Chicago Projects) (the "Bonds "), in the aggregate principal amount
of not to exceed $35,000,000 pursuant to a Bond Trust Indenture (the "Bond Indenture ") dated
as of November 1, 1995, by and between the Village and LaSalle National Bank, as bond trustee
(the "Bond Trustee "); and
WHEREAS, pursuant to a Loan Agreement (the "Loan Agreement ") dated as of
November 1, 1995, by and between the Village and JFMC Facilities Corporation, an Illinois not
for profit. corporation (the "Borrower "), the Village proposes to lend the proceeds from the sale
of the Bonds to the Borrower in order to provide funds to finance, refinance or provide
reimbursement for (i) the acquisition, construction and equipping of the Harry and Jeanette
Wienberg Community for Senior Living, an enhanced senior living facility located in Deerfield,
Illinois, consisting of a six -story 125 -unit apartment building and a'35-unit community -based
residential facility, known as The Berman and Hannah Friend Center for Specialized Living, to
serve those suffering from cognitive disorders and for the provision of working capital and other
capital expenditures related thereto (the "Deerfield Project "), (ii) the acquisition and
improvement of the Goldie Bachmann Luftig Building, a 14,000 square foot office building
located in Skokie, Illinois (the "Skokie Project," and together with the Deerfield Project the
"Project "), (iii) fund certain reserves and (iv) pay costs of issuing and interest rate hedging with
respect to the bonds; and
WHEREAS, pursuant to the provisions of Section 10 of Article VII of the Illinois
Constitution'of 1970, units of local government are authorized to contract among themselves to
exercise, combine or transfer any power or function, in any manner not prohibited by law or
by ordinance; and
WHEREAS, the Village has heretofore found and determined that the Deerfield
Project is in the public interest and serves a public purpose by increasing the availability of
adequate housing services for the elderly and infirm and providing for economic development
in the Village by offering increased employment opportunities for members of the community;
and
WHEREAS, the Intergovernmental Cooperation Act, 5 Illinois Compiled Statutes
220 (the "Intergovernmental Cooperation Act "), provides that any power or powers, privileges
ORDINANCE NO. 0 -99 -40
rate on the collar and the amount of interest payable on the Bonds at the actual interest rate (if _
lower than the collar rate); and
SAS, in order to accomplish a swap, cap or collar transaction and to
achieve favorable treatment under the Code, it may be necessary that the Village, together with
the Borrower. and /or the Federation, enter into agreements with a Swap Provider or Cap
Provider (the "Hedge Agreements ") providing the terms of the transactions; and
VPSEREAS, forms of the Loan Agreement, the Purchase Contract from
Goldman, Sachs & Co. (the "Underwriter ") and accepted by the Village, the Federation, the
Borrower and the Council for Jewish Elderly (the "Purchase Contract "), the Official Statement
(as hereinafter "defined) and the Bond Indenture have been prepared and presented to this
meeting:
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND
BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, ILLINOIS, AS FOLLOWS:
Section 1. The President and Board of Trustees hereby find that all of the recitals
contained in the preambles to this Ordinance are true, correct and complete and are hereby
incorporated by reference thereto and are made a part hereof.
Section 2. The financing of the Project, the funding of certain reserves and the
payment of necessary expenses incidental thereto are hereby authorized and determined to be in
the public interest and in furtherance of the public purposes of the Village.
Section 3. In order to provide funds to carry out the public purposes set forth
in Section 1 hereof, there are hereby authorized to be issued the revenue bonds of the Village
in the aggregate principal amount of not to exceed $35,000,000, which bonds shall be designated
"Revenue Bonds, Series 1995 (Jewish Federation of Metropolitan Chicago'Projects)."
The Bonds shall be issuable as fully registered bonds without coupons; shall be
dated, executed and authenticated in the manner set forth in the Bond Indenture; shall bear
interest from their date on the unpaid principal thereof at the rates per annum set forth in the
Bond Indenture provided such interest rate does not exceed 7 percent per annum; shall be
payable as to principal and interest at the times and in the amounts set forth in the Bond
Indenture; shall mature no later than November 1, 2025; and shall be subject to redemption prior
to maturity at the times, under the circumstances, in the manner and at the redemption prices
set forth in the Bond Indenture.
The Bonds, together with the interest payable thereon, shall be limited obligations
of the Village, payable solely from the payments to be made pursuant to the Loan Agreement.
The Bonds shall not constitute indebtedness or general obligations of the VilIage,. the State of
Illinois or any political subdivision thereof within the meaning of any constitutional provision
or statutory limitation, and shall not constitute or give rise to a pecuniary liability of the Village
or a charge against the general credit or taxing power of the Village, the State of Illinois or any
political subdivision of the State of Illinois. No owner of any Bond shall have the right to
M
ORDINANCE NO. v- y5 -9u.
demand payment of the principal of, premium, if any, or interest on any Bond from any funds
raised by taxation. - =
Section 4. The Bonds shall be issued following execution- of the
Intergovernmental Cooperation Agreement by the parties thereto, in compliance with and under
authority of the provisions of this Ordinance and the Bond Indenture. The Bonds shall be
executed on behalf of the Village with the official manual or facsimile signatures of the Village
President and the Village Clerk and shall have printed thereon a facsimile of its corporate seal
or impressed thereon manually its corporate seal. In case any officer who shall have signed
(whether manually or in facsimile) any of the Bonds shall cease to be such officer of the Village
before the Bonds have been authenticated by the Bond Trustee or delivered or sold, such Bonds
with the signatures thereto affixed may, nevertheless, be authenticated by the Bond Trustee, and
delivered, and may be sold by the Village, as though the person or persons who signed such
Bonds had remained in office. The appointment of LaSalle National Bank, as trustee under the
Bond Indenture, is hereby approved.
Section 5. The forms, terms and provisions of the Loan Agreement, the Bond
Purchase Agreement and the Bond Indenture are hereby in all respects approved, and the Village
President and Village Clerk are hereby authorized, empowered and directed to execute and
deliver the Loan Agreement, the Purchase Contract and the Bond Indenture in the name and on
behalf of the Village. The Loan Agreement, the Purchase Contract and the Bond Indenture, as
executed and delivered, shall be in substantially the forms now before this meeting and hereby
approved, or with such changes therein as shall be approved by the officers of the Village
executing the same, their execution thereof to constitute conclusive evidence of their approval
of any and all changes or revisions therein from the forms of the Loan Agreement, the Purchase
Contract and the Bond Indenture now before this meeting; and from and after the execution and
delivery of the Loan Agreement, the Purchase Contract and the Bond Indenture, the officers,
agents and employees of the Village are hereby authorized, empowered and directed to do all
such acts and things and to execute all such documents as may be necessary to carry out the
intent and accomplish the purposes of this Ordinance and to comply with and make effective the
provisions of the Loan Agreement, the Purchase Contract and the Bond Indenture, as executed.
Section 6. The sale of the Bonds pursuant to the Purchase Contract to Goldman,
Sachs & Co., at a price equal to no less than 98% of the principal amount thereof, exclusive of
any original issue discount which shall not exceed 5 % of the principal amount thereof, is hereby
authorized and approved. In connection with the sale of the Bonds, it is contemplated that a
Preliminary Official Statement and an Official Statement (collectively, the "Official Statement ")
will be distributed and the Village hereby approves the distribution of the Official Statement in
connection with the sale of the Bonds.
Section 7. The actions of the President and Board of Trustees of the Village
heretofore taken in connection with the Bonds are hereby ratified and confirmed.
Section 8. From and after the execution and delivery of said documents, the
proper officials, agents and employees of the Village are hereby authorized, empowered and
directed to do all such acts and things and to execute all such documents, including any Hedge
Agreements, a tax compliance agreement, and a Letter of Representations with The Depository
4'
ORDINANCE NU. v -» ,.w
Trust Company, as may be necessary to carry out and comply with the provisions of said
documents as executed, and to further the purposes and. intent of this Ordinance, including the
preambles hereto.
Section 9. The Public Hearing has been held and the Village hereby approves
the issuance of the Bonds as required by the Code.
Section 10. All acts and doings of the officials_ of the Village that are in
conformity with the purposes and intent of this Ordinance and in furtherance of the issuance of
the Bonds be, and the same are hereby in all respects, approved and confirmed. The Village
hereby covenants that it will take no action or fail to take any action that would cause the Bonds
to become invalid.
Section 11. The provisions of this Ordinance are hereby declared to be separable
and if any section, phrase or provision shall for any reason be declared by a court of competent
jurisdiction to be invalid or unenforceable, such declaration shall not affect the validity or
enforceability of the remainder of the sections, phrases and provisions hereof.
Section 12. All ordinances, orders and resolutions and parts thereof in conflict
herewith are to the extent of such conflict hereby repealed, and this Ordinance shall take effect
and be in full force immediately upon its adoption.
Section 13. A copy of this Ordinance shall be filed in the office of the Village
Clerk and shall be made available for public inspection in the manner required by law.
Section 14. This Ordinance shall become effective upon its passage and approval.
ADOPTED this 6th day of November, 1995, by a roll call vote as follows:
AYES: Rosenthal, Seidman, Swanson, Swartz (4)
Recused: Heuberger (1)
Absent: Ehlers (1)
NAYS: None (0 )
(SEAT.)
Villke Clerk
A roved: November 6, 1995
Village President
• DOMMIT S6 CHGOOSA (42701.00018 209871.2:DATF1012619S1rAD; 17:53.
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