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HomeMy WebLinkAboutResolutions - R-99-033 - 10/13/1999 - NIMED IRBSRESOLUTION NO.99-033 A RESOLUTION OF THE CITY OF MCHENRY, ILLINOIS (THE "CITY"), AUTHORIZING THE EXECUTION AND DELIVERY OF AN INTERGOVERNMENTAL COOPERATION AGREEMENT AMONG THE CITY, THE VILLAGE OF ANTIOCH, ILLINOIS, THE VILLAGE OF HUNTLEY, ILLINOIS, THE CITY OF WOODSTOCK, ILLINOIS� THE VILLAGE OF LAKE IN THE HILLS, ILLINOIS, THE VILLAGE OF ISLAND LAKE, ILLINOIS AND THE VILLAGE OF FOX LAKE, ILLINOIS REGARDING THE FINANCING OF VARIOUS CAPITAL. PROJECTS; AUTHORIZING THE ISSUANCE AND CONFIRMING THE SALE OF NOT TO EXCEED (1) $6,000,000 AGGREGATE PRINCIPAL AMOUNT OF HEALTH FACILITIES REVENUE BONDS (NIMED CORPORATION PROJECTS) SERIES 1999A OF THE CITY AND (2) $14,000,000 AGGREGATE PRINCIPAL AMOUNT OF TAXABLE HEALTH FACILITIES REVENUE BONDS (NIMED CORPORATION PROJECTS) SERIES 1999B OF THE CITY, FOR THE PURPOSE OF FINANCING VARIOUS INDUSTRIAL PROJECTS IN ACCORDANCE WITH THE INTERGOVERNMENTAL COOPERATION A(RERvENr,, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE, A L OAN AGREEMENT, A T AX EXEMPTION AGREEMENT AND CERTIFICATE AND A BOND PURCHASE AGREEMENT; AND PROVIDING FOR RELATED MATTERS. WHEREAS, the City of McHenry, Illinois (the "City") is a duly constituted and existing municipality within the meaning of Section 1 of Article III of the 1970 Constitution of the: State of Illinois; and WHEREAS, pursuant to the Constitution and the laws of the State of Illinois, and particularly The Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 et seq, as supplemented and amended, and as supplemented by the Local Governmental Debt Reform Act, 30 ILCS 350/1 et seq., as amended from time to time (collectively, the "Act"), the City has the power to issue its revenue bonds to finance industrial projects, by loaning the proceeds of such revenue bonds to an entity, and to pledge to the payment of the principal of, premium, if any, and interest on such revenue bonds the payments made with respect to such loan; and WHEREAS, Section 10 of Article VII of the Constitution of the State of Illinois authorizes units of local government and school districts to contract or otherwise associate among themselves in any manner not prohibited by law or by ordinance; and WHEREAS, the Intergovernmental Cooperation Act (5 Illinois Compiled Statutes 1996, 220/1 et seq., as supplemented and amended), authorizes public agencies to exercise any power or powers, privileges or authority which may be exercised by any such public agency individually to be exercised and enjoyed jointly with any other public agency in the State of Illinois; and 968765.01.05 2063956 • WML • 10/6/99 WHEREAS, the City, the Village of Antioch, Illinois ("Antioch"), the Village of Huntley, Illinois ("Huntley"), the City of Woodstock, Illinois, ("Woodstock"), the Village of Island Lake, Illinois ( "Island Lake") the Village of Lake in the Hills, Illinois ( "Lake in the Hills") and the Village of Fox Lake, Illinois ("Fox Lake") (collectively, the "Municipalities") are each a unit of local government and a public agency of the State of Illinois; and WHEREAS, it is now determined that it is necessary, desirable and in the public interest for the City to enter into an Intergovernmental Cooperation Agreement (the "Cooperation Agreement") dated as of October 1, 1999, by and among the City, Antioch, Huntley, Woodstock, Island Lake, Lake in the Hills and Fox Lake, to provide for the issuance of such revenue bonds to finance certain industrial projects; and WHEREAS, the Municipalities have determined that it is necessary and desirable in order to reduce the costs of financing the Projects (as defined below) to have the City issue its revenue bonds on behalf of all of the Municipalities for the purpose of financing certain medical office buildings to be owned by NIMED Corporation, an Illinois not for profit corporation (the "Company") and located in each of the Municipalities and as described in Exhibit A hereto (individually, a "Project" and collectively, the "Projects"); and WHEREAS, the City is willing to issue its (1) Health Facilities Revenue Bonds (NIMED Corporation Projects) Series 1999A (the "Series 1999A Bonds") and (2) Taxable Health Facilities Revenue Bonds (NIMED Corporation Projects) Series 1999B (the "Series 1999B Bonds, " and together with the Series 1999A Bonds, the "Bonds") to finance a portion of the cost of the Projects and to enter into the hereinafter described Loan Agreement with the; Company upon terms which will produce revenues and receipts sufficient to provide for the prompt payment at maturity of the principal of, interest and redemption premiums, if any, on the Bonds; and WHEREAS, the City has found and determined that the issuance of the Bonds to finance the Projects is necessary and desirable in order to further the public purposes of encouraging the increase of industry and commerce within the State of Illinois, thereby reducing the ills associated with unemployment and permitting municipalities in the State of Illinois to take as much advantage of the provisions of Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), as well as reducing the costs of financing the Projects; and WHEREAS, the Bonds will not constitute an indebtedness of the City or a loan of credit thereof within the meaning of any constitutional or statutory provision; and WHEREAS, after giving notice in accordance with the Internal Revenue Code of 1986, as amended (the "Code"), the City Council of the City held a public hearing on the date hereof with respect to the proposed financing of the Projects and the issuance of the Bonds; and WHEREAS, it is necessary to authorize the execution and delivery of a Trust Indenture dated as of October 1, 1999 (the "Indenture'), between the City and First Midwest Trust Company, N.A., as trustee (the "Trustee"), to secure the Bonds; and -2- WHEREAS, it is necessary to authorize the execution and delivery of a Loan Agreement dated as of October 1, 1999 (the "Loan Agreement"), between the City and the Company to provide for the application of the proceeds of sale of the Bonds and the repayment of the Bonds; and WHEREAS, it is necessary to authorize the execution and delivery of a Tax Exemption Agreement and Certificate (the "Tax Agreement") among the City, the Company and the Trustee to set forth certain requirements of the Code applicable to the Bonds; and WHEREAS, it is necessary to authorize the execution and delivery of a Bond Purchase Agreement (the "Bond Purchase Agreement"), among the City, the Company and First Midwest Bank, N.A. (the "Purchaser") providing for the purchase of the Bonds by the Purchaser; Now, THEREFORE, Be It Resolved by the City Council of the CITY OF MCHENRY, ILLINOIS, as follows: Section 1. Incorporation of Preambles. The recitals contained in the preambles to this Resolution are hereby incorporated in this Resolution by this reference. Section 2. Authorization of Cooperation Agreement. The form, terms and provisions of the proposed Cooperation Agreement are hereby, in all respects approved; the Mayor of the City is hereby authorized, empowered and directed to execute, and the City Clerk of the City is hereby authorized, empowered and directed to attest and to affix the official seal of the City to, the Cooperation Agreement in the name and on behalf of the City, and thereupon to cause the Cooperation Agreement to be delivered to the other Municipalities. The Cooperation Agreement is to be in substantially the form attached hereto as Exhibit B and hereby approved or with such changes therein as shall be approved by the officer of the City executing the Cooperation Agreement, his or her execution thereof to constitute conclusive evidence of his or her approval of any and all changes or revisions therein from the form of Cooperation Agreement before this meeting. From and after the execution and delivery of the Cooperation Agreement, the officers, officials, agents and employees of the City 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 and comply with the provisions of the Cooperation Agreement as executed. Section 3. Authorization of Bonds and Indenture. In order to finance the Projects, the Bonds are hereby authorized and ordered to be issued by the City pursuant to the Indenture. No holder of any of the Bonds has the right to compel any exercise of the taxing power of the City to pay the Bonds or the interest thereon and the Bonds do not constitute an indebtedness or general obligation of the City within the meaning of any constitutional or statutory provision.. The City Council hereby finds that financing a portion of the cost of the Projects through the issuance of the Bonds will serve the public purposes of relieving conditions of unemployment, encouraging the economic development of the Municipalities and permitting the Municipalities to take as much advantage of the provisions of Section 103 of the Code. The Series 1999A Bonds are authorized to be issued in an aggregate principal amount not to exceed $6,000,000 and the Series 1999B Bonds are authorized to be issued in an aggregate principal amount not to exceed $14,000,000. The Bonds of each series shall mature on a date or dates not later than October 1, 2020 subject to prior redemption as provided in the Indenture, and shall bear interest at such rate -3- or rates not to exceed 10 percent per annum as provided for, and calculated in accordance: with the conditions set forth in the Indenture, the provisions of which are incorporated in and made a part of this Resolution. The Bonds of each series shall be in fully -registered form, shall be payable at the times, places, manner and from the sources, shall be executed by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk and shall contain such provisions, all as provided in the Indenture, as executed and delivered. The official seal of the City shall be impressed, or a facsimile of such seal shall be imprinted on the Bonds of each series. The final maturity date or dates and the aggregate principal amount of the Bonds of each series shall be approved by the Mayor prior to the first authentication and delivery of the Bonds. The Mayor and the City Clerk are hereby authorized and directed to execute and deliver the Indenture in substantially the form attached hereto as Exhibit C and containing substantially the terms and provisions set forth therein with such insertions, deletions, changes, omissions and variations as the Mayor may deem appropriate (such approval by the Mayor of any such changes shall be conclusively established by the execution of the Indenture by the Mayor). Section 4. Authorization of Loan Agreement. In order to provide for the financiing of the Projects, and to provide for the application of the proceeds of sale of the Bonds and the repayment of the Bonds, the Mayor and the City Clerk are hereby authorized and directed to execute and deliver the Loan Agreement in substantially the form attached hereto as Exhibit D and containing substantially the terms and provisions set forth therein with such insertions, deletions, changes, omissions and variations as the Mayor may deem appropriate (such approval by the Mayor of any such changes shall be conclusively established by the execution of the Loan Agreement by the Mayor). Section S. Authorization of Tax Agreement. The Mayor is hereby authorized and directed to execute and deliver the Tax Agreement in substantially the form attached hereto as Exhibit E and containing substantially the terms and provisions set forth therein with such insertions, deletions, changes, omissions and variations as the Mayor may deem appropriate (such approval by the Mayor of any such changes shall be conclusively established by the execution of the Tax Agreement by the Mayor). Section 6. Sale of Bonds; Bond Purchase Agreement. The sale to the Purchaser at an aggregate purchase price of not less than 100% of the principal amount of the Bonds (plus accrued interest, if any) pursuant to the Bond Purchase Agreement, in substantially the: form attached hereto as Exhibit F and containing substantially the terms and provisions set forth therein, is hereby authorized, approved and confirmed. The Mayor is hereby authorized and directed to execute and deliver the Bond Purchase Agreement in substantially the form attached hereto as Exhibit F, with such insertions, deletions, changes, omissions and variations as the Mayor may deem appropriate (such approval of the Mayor of any such changes shall be conclusively established by the execution of the Bond Purchase Agreement). Section 7. Approval. This Resolution constitutes the public approval of the plan of financing of the Projects and the issuance of the Series 1999A Bonds required by Section 147(f) of the Code. KI Section 8. Additional Authority. Each of the Mayor, the City Clerk or any other officer or official of the City is hereby authorized and directed to execute any and all documents and do any and all things deemed necessary in order to effect the issuance and sale of the Bonds, the execution and delivery of the Indenture, the Loan Agreement, the Tax Agreement, the :Bond Purchase Agreement, the financing of the Projects and to carry out the intent and purposes of this Resolution. Section 9. Severability. The provisions of this Resolution are hereby declared to be separable, and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrase:; and provisions. Section 10. Conflicting Proceedings Repealed. All ordinances, resolutions, orders or parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 11. Resolution Immediately Effective. This Resolution shall be and the same is hereby declared effective immediately upon its passage and approval by the Mayor. -5- ADOPTED: October 13, 1999. ROLI. CALL VOTE: AYES: BOLGER GLAB MCCLATCHEY. MURGATROYD, BAT D. NAYS: NONE. NONE. ABSENT: APPROVED: October 13, 1999. ATTEST: City CI / Mayor Im ExHiB1T A THE PROJECTS The Projects include the finance of existing medical office buildings at the following locations: APPROXIMATE LOCATION SQUARE 1:700TAGE 4309 Buildings A & B Medical Center Drive, McHenry, IL 64,000 RT 14 & Doty Rd, Woodstock, IL 18,500 11650 S. Rt. 47, Huntley, IL 9,387 935 Skidmore, Antioch, II. 9,387 13707 W. Jackson, Woodstock, IL 16,438 214 Washington St., Fox Lake, EL 10,430 The Projects also include the potential development of medical office buildings at the following locations: APPROXIMATE LOCATION SQUARE FOOTAGE Lots 3 & 4 in the Trapani-Rypkema Commercial subdivision, 12,000 Island Lake, IL North Side of Algonquin Rd west of Randall Rd, Lake in the 12,000 Hills, IL