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HomeMy WebLinkAboutResolutions - R-86-10 - 06/08/1986 - IRB Bonds First HumanicsRESOLUTION - NO. R-86-10 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MCHENRY, A MUNICIPAL CORPORATION AND BODY POLITIC OF THE STATE OF ILLINOIS, APPROVING THE ISSUANCE OF ITS $7,850,000 AGGREGATE PRINCIPAL AMOUNT FIRST MORTGAGE REVENUE BONDS (FIRST HUMANICS CORPORATION - MCHENRY VILLA PROJECT, SERIES 1986 (THE "SERIES 1986 BONDS") APPROVING THE INDENTURE OF TRUST, LOAN AGREEMENT, THE SERIES 1986 NOTE, THE DEED OF TRUST, MORTGAGE AND SECURITY AGREEMENT, THE BOND PURCHASE CONTRACT, THE ARBITRAGE REGULATION AGREEMENT, THE DEPOSITARY AND ESCROW AGREEMENT AND THE ASSIGNMENT OF LEASES TO BE EXECUTED BY THE ISSUER IN CONNECTION WITH ITS ISSUANCE OF THE SERIES 1986 BONDS; AND APPROVING CONVEYANCE OF THE PROJECT TO THE ISSUER ON PAYMENT IN FULL OF THE SERIES 1986 BONDS AND THE FORM OF DEED AND BILL OF SALE FROM FIRST HUMANICS CORPORATION TO BE PLACED IN ESCROW WITH THE DEKALB BANK, DEKALB, ILLINOIS, AS TRUSTEE. WHEREAS, the City Council of the City of McHenry, Illinois, is a non - home rule municipal corporation and body politic, duly organized and existing under and by virtue of the Constitution and Laws of the State of Illinois (the "Issuer"); and WHEREAS, the Issuer is authorized pursuant to the provisions of Division 74 of Article 11 of Chapter 24 of the Illinois Revised Statutes (1985), as amended (the "Act") to issue its first mortgage revenue bonds to finance the construction, acquisition, reconstruction, improvement, betterment or extension of any industrial project; and WHEREAS, the Issuer proposes to issue its $7,850,000 principal amount First Mortgage Revenue Bonds (First Humanics Corporation - McHenry Villa Project), Series 1486 (the "Series 1986 Bonds") pursuant to an Indenture of Trust (the "Indenture"), by and between the Issuer and The DeKalb Bank, DeKalb, Illinois, as Trustee (the "Trustee"); and WHEREAS, pursuant to a Loan Agreement (the "Loan Agreement"), by and between the Issuer and First Humanics Corporation, a Delaware not -for -profit corporation (the "Borrower"), the Issuer proposes to lend the proceeds from the sale of the Series 1986 Bonds to the Borrower in order to provide funds to finance the acquisition of certain land, together with the existing building and other tangible property located thereon and therein and previously operated as a hospital and the conversion of such property, through the equipping, rehabilitating and expanding thereof, for use as an adult congregate care facility containing approximately 118 units, said land, together with all related buildings, improvements, fixtures, furnishings, machinery, equipment and related support facilities together referred to. herein as the "Project"; to fund a Debt Service Reserve Fund; to provide for 12 months interest on the Series 1986 Bonds and to pay necessary expenses incidental to the Project and to the issuance of the Bonds; and .WHEREAS, pursuant to a Deed of Trust, Mortgage and Security Agreement (the "Mortgage") by and between the Company, the Issuer and the DeKalb Bank, as Mortgage Trustee, the Borrower's obligations under the Loan Agreement will be secured by a mortgage on and security interest in the Project; and WHEREAS, pursuant to an Assignment of Leases, (the "Assignment"), the Borrower has assigned to the Issuer all of its right, title and interest in, to and under any and all leases or agreements for the use or occupancy of the whole or any part of the Project as security for the payment and performance by the Borrower of its obligations under the Loan Agreement and the Series 1986 Note; and WHEREAS, pursuant to the Loan Agreement, the Borrower will execute and deliver its Series 1986 Note in the principal amount of $7,850,000 (the "Series 1986 Note"); and WHEREAS, pursuant to the Indenture, as security for Series 1986 Bonds, the Issuer will assign to the Trustee all of the Issuer's right, title and interest in, under and to the Loan Agreement (except the Issuer's rights to issue Additional Bonds, to execute and deliver supplements and amendments to the Loan Agreement and to be reimbursed and indemnified, which rights are herein collectively referred to as the "Unassigned Rights"), the Assignment and the Series 1986 Note; and WHEREAS, the Series 1986 Bonds are to be sold to Grey-Randolf & Abbott, Ltd. (the "Underwriter") pursuant to a Bond Purchase Contract (the "Bond Purchase Contract") by and among the Issuer, the Underwriter and the Company; and WHEREAS, the sale of the Series 1986 Bonds will be subject to a Depositary and Escrow Agreement, by and among the Issuer, the Borrower, the Trustee and the Underwriter; and WHEREAS, the Borrower has agreed to convey the Project to the Issuer on payment in full of the Series 1986 Bonds and, on issuance of the Series 1986 Bonds, to deposit with the Trustee a warranty deed and bill of sale for said Project; and WHEREAS, the Borrower, the Issuer and the Trustee propose to enter into an Arbitrage Regulation agreement in order to effect compliance with certain provisions of Section 103 of the Internal Revenue Code of 1954, as amended and certain proposed provisions of such Code (the "Arbitrage Regulation Agreement"); and WHEREAS, forms of the Loan Agreement, the Mortgage, the Series 1986 Note, the Assignment, the Bond Purchase Contract, the Depositary and Escrow Agreement, the Arbitrage Regulation Agreement, the Bond Purchase Contract, the Depository and Escrow Agreement and the Indenture have been prepared and presented to this meeting; and WHEREAS, the Project will be located at 3516 West Waukegan Road in the City of McHenry, Illinois; Now Therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MCHENRY, ILLINOIS: SECTION 1. The acquisition, renovation, expansion and equipping of the Project 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 contemplated by the Act. SECTION 2. 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 Series 1986 Bonds. The Series 1986 Bonds shall be issuable as fully registered bonds without coupons; shall be dated, executed and authenticated in the manner set forth in the Indenture; shall bear interest from their date on the unpaid principal thereof at the rate per annum set forth in Section 208 of the Indenture; shall be payable as to principal and interest at the times and in the amounts set forth in Section 208 of the Indenture; 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 Article III of the Indenture. The Series 1986 Bonds and the interest thereon shall be limited obligations of the Issuer, payable from the revenues and receipts derived by the Issuer pursuant to the Loan Agreement and the Series 1986 Note (except as may be derived by the Issuer pursuant to the Unassigned Rights). The Series 1986 Bonds and the interest thereon shall never constitute an obligation or commitment by the Issuer to expend any of its funds other than (i) the proceeds of the sale of the Series 1986 Bonds, (ii) the revenues and receipts derived by the Issuer pursuant to the Loan Agreement, the Mortgage, the Assignment and the Series 1986 Note, (iii) any insurance or condemnation award proceeds with respect to the Project, (iv) any proceeds derived by the Issuer or the Trustee from the sale of other disposition of the Project in accordance with the provisions of the Loan Agreement and the Indenture, and (v) any money arising out of the investment or reinvestment of said proceeds, income, revenues or receipts. SECTION 3. The Series 1986 Bonds shall be issued in compliance with and under authority of the provisions of the Act, this Resolution and the Indenture and the foregoing shall be stated on the face of the Series 1986 Bonds. Additional Bonds may be issued on a parity with the Series 1986 Bonds in accordance with the provisions and limitations set forth in the Indenture. SECTION 4. The forms, terms and provisions of the proposed Loan Agreement, Mortgage, Series 1986 Note, Assignment, Bond Purchase Contract, Depositary and Escrow Agreement, Indenture, and Arbitrage Regulation Agreement (the "Issuer Documents") are hereby in all respects approved, and the Mayor and City Clerk are hereby authorized, empowered and directed to execute and deliver the Issuer Documents in the name and on behalf of the Issuer. The Issuer Documents, 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 Issuer 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 Issuer Documents now before this meeting; and from and after the execution and delivery of the Issuer Documents the officers, agents and employees of the Issuer 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 Issuer Documents as executed. SECTION 5. Pursuant to Section 103(k) of the Internal Revenue Code, as amended (the "Code"), this City Council, as an "applicable elected representative" of the Issuer with the meaning of said Section, hereby approves the issuance of the Series 1986 Bonds. SECTION 6. The sale of the Series 1986 Bonds to the Underwriter at a price of 94% of the principal amount thereof, is hereby approved. SECTION 7. The conveyance of the Project to the Issuer, upon payment in full of the Series 1986 Bonds and the form of warranty deed and bill of sale conveying the Project to the Issuer when the Series 1986 Bonds have been fully paid and redeemed is hereby approved. SECTION 8. The provisions of this Resolution 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 9. All resolutions and parts thereof in conflict herewith are to the extent of such conflict hereby repealed, and this Resolution shall take effect and be in full force immediately upon its adoption. Adopted: June 4, 1986 Approved: June 5, 1986 Mayor Attest: City Clerk AYE: William Bolger, Elizabeth Nolan, Michael Teta, Gary Lieder, Frank McClatchey, Raymond Smith, Gary Snell, Cecilia Serritella NAY: None ABSENT: None