Loading...
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. -5-