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O-06-22VILLAGE OF DEERFIELD LAKE AND COOK COUNTIES, ILLINOIS Ordinance No. 06 -22 ORDINANCE AUTHORIZING. AND APPROVING ALL DOCUMENTS, INSTRUMENTS, ACTIONS AND MATTERS NECESSARY OR APPROPRIATE FOR OR PERTAINING TO THE ISSUANCE, SALE' AND DELIVERY BY THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS OF ITS EDUCATIONAL FACILITY REVENUE BONDS (CHICAGOLAND JEWISH HIGH SCHOOL PROJECT), SERIES 2006 (THE "BONDS ") WITH THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF THE BONDS NOT TO EXCEED $30,000,000; APPROVING THE VILLAGE OF DEERFIELD'S ISSUANCE OF BONDS FOR THE PROJECT, 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 1st day of May Published in pamphlet form by authority of the President and Board of Trustees of the Village of Deerfield, Lake and Cook Counties, Illinois, this 1st day of May , 2006. 1363900 VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS Ordinance No. 06 -22 ORDINANCE AUTHORIZING AND APPROVING ALL DOCUMENTS,. INSTRUMENTS, ACTIONS AND MATTERS NECESSARY OR APPROPRIATE FOR OR PERTAINING TO THE ISSUANCE, SALE AND DELIVERY BY THE VILLAGE OF DEERFIELD, LAKE AND COOK COUNTIES, ILLINOIS OF ITS EDUCATIONAL FACILITY REVENUE BONDS (CHICAGOLAND JEWISH HIGH SCHOOL PROJECT), SERIES 2006 (THE "BONDS ") WITH THE TOTAL AGGREGATE PRINCIPAL AMOUNT OF THE BONDS NOT TO EXCEED $30,000,000; APPROVING THE VILLAGE OF DEERFIELD'S ISSUANCE OF BONDS FOR THE PROJECT, 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 Chicagoland Conservative Jewish High School Foundation, an Illinois not - for - profit educational corporation (the "Borrower "), has requested and the Village desires now to authorize and approve the issuance, execution, sale and delivery of its Educational Facility Revenue Bonds ( Chicagoland Jewish High School Project), Series 2006 (the "Bonds "), the aggregate principal amount of the Bonds not to exceed $30,000,000 for the purpose of financing and refinancing the acquisition, construction, operation and equipping of a private secondary educational facility; and WHEREAS, the Village hereby finds and determines that the issuance of the Bonds and the loan of the proceeds thereof to the Borrower 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 May 1, 2006, 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 Chicagoland Jewish High School project 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 WHEREAS, the Bonds are to be issued under and secured by a Trust Indenture, (the "Indenture "), to be dated as of May 1, 2006 between the Village and a bank acceptable to the Village and the Amalgamated Bank of Chicago, as trustee (the "Trustee "); and WHEREAS, the proceeds of the Bonds are to be loaned to the Borrower pursuant to a Loan Agreement (the "Loan Agreement "), dated of even date with the Indenture, between the Village and the Borrower; and WHEREAS, the Borrower and MB Financial Bank, N.A., not individually but as trustee under Trust Agreement dated February 1, 2004 and known as Land Trust Number 3366, will grant a Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement (the "Mortgage ") to the Trustee, dated of even date with the Indenture; and WHEREAS, the principal, redemption price and purchase price of 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 Promissory Note and (ii) funds held by the Trustee pursuant to the Indenture and available for such purpose; and WHEREAS, Oppenheimer & Co. Inc. (the "Underwriter ") has agreed to purchase the Bonds in accordance with the provisions of a bond purchase agreement (the "Purchase Agreement ") among the Village, the Borrower and the Underwriter; WHEREAS, the following documents have been presented to the Village for approval in connection with the issuance, sale, and delivery of the Bonds: (1) The proposed form of the Indenture, including the proposed forms of the Bonds; (2) The proposed form of the Loan Agreement; (3) The proposed form of Mortgage; (4) The proposed form of the Purchase Agreement; and (5) The preliminary official statement (the "Preliminary Official Statement ") relating to the Bonds. 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 determines that the real estate, interests in real estate, other improvements thereon and equipment to be financed and refinanced with the proceeds of the Bonds herein authorized are a "Qualified Project" as that phrase is used in the Act and that the financing and refinancing of the Project will provide for the improved welfare of the residents of the Village and 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 the Underwriter in consideration of payment therefor, the proceeds of the sale thereof to be used for the purpose of acquisition, construction and equipping of a secondary educational facility to be owned and operated by the Borrower. Section 3. Approval of the Forms of Documents. The form, content and provisions of the Indenture, the Loan Agreement, the Mortgage, and the Purchase Agreement 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 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 Underwriter, the Bonds in consideration of payment therefor 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 (provided that the final maturity of the Bonds shall not be later than May 1, 2046 and the rate on the Bonds shall be not more than 12.0% per annum and approved by the Officers of the Village executing the Purchase Agreement), 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, in the aggregate principal amount not to exceed Thirty Million Dollars ($30,000,000), they shall conclusively be the approved form of the Bonds. Section 5. Public Approval. The issuance of the Bonds and the financing of the project are hereby approved for purposes of Section 147(f) of the Code. Section 6. Approval of the Preliminary Official Statement and the Official Statement. The form, content and provisions of the Preliminary Official Statement, as presented to this meeting of the President and Board of Trustees of the Village, relating to the Bonds and the distribution of the Preliminary Official Statement by the Underwriter is hereby approved, provided, however, that the Village makes no representations as to statements and information contained therein not furnished by the Village. The distribution of a final Official Statement, in substantially the form of the Preliminary Official Statement, by the Underwriter is hereby ratified and confirmed, provided that the Village makes no representations as to statements and information contained therein not furnished by the Village. The President of the Village is hereby authorized, empowered, and directed to execute the final Official Statement, in substantially the form of the Preliminary Official Statement, in the name, and on behalf, of the Village, and the Village hereby consents to the lawful use of the Official Statement by the Underwriter. Said final Official Statement is to be in substantially the form of the Preliminary Official Statement now before this meeting of the President of the Village, or with such changes therein as shall be approved by the the officers of the Village, his or her execution thereof to constitute conclusive evidence of his or her approval of any and all such changes or revisions. Section 7. Special Covenants of Borrower. Borrower 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 8. Fees and Costs of the Village. The Village hereby agrees to waive the application fee required by Section 9 -62 of the Municipal Code and the issuance fee required by Section 9 -66 of the Municipal Code. However, the Borrower shall be required to pay any and all costs relating to the application and the issuance of the Bonds as provided in Section 9 -65 of the Municipal Code of the Village. Section 9. 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. Section 10. 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 Note 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 Ordinance No. 06 -22 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 11. 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 12. 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 Note or from other monies available to the Trustee under the Indenture. Section 13. Home Rule Effect. That 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 14. Effective Dates. That 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 1st day of May 92006 AYES: Benton, Feldman, Rosenthal, Seiden, Struthers, Wylie (6) NAYS: None (0) ABSENT: None (0) ABSTAIN: None (0) APPROVED this is t