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HomeMy WebLinkAboutResolutions - R-85-58 - 10/16/1985 - Bonds for Alpha Plastics' S S RESOLUTION OF THE CITY OF MCHENRY, ILLINOIS AUTHORIZING THE ISSUANCE AND SALE OF ITS $470,000 ECONOMIC DEVELOPMENT REVENUE BOND (MILLER & MIESEN PROJECT) SERIES 1985, AND AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF AN AGENCY AGREEMENT AND ASSIGNMENT, MORTGAGE AND LOAN AGREEMENT AND BOND PURCHASE AGREEMENT, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of McHenry, Illinois (the "Issuer") is a politi- cal subdivision and a non -home rule unit of local government of the State of Illinois; WHEREAS, pursuant to the Industrial Project Revenue Bond Act, Sections 11-74-1 through 11-74-14, inclusive, of Chapter 24, Illinois Revised Statutes, as amended (the "Act"), the Issuer is authorized and empowered to issue its revenue bonds to finance the acquisition and con- struction of capital projects suitable for use by any manufacturing, industrial research or commercial enterprise, for the benefit of residents of the Issuer; WHEREAS, the Illinois General Assembly has declared in the Act its purpose and intent "to relieve conditions of unemployment, to maintain ex- isting levels of employment. . . and to encourage the increase of industry and commerce within this State, thereby reducing the evils attendant upon unemployment, to increase the tax base of the various municipalities of this State and to permit municipalities in this State to take as much advantage of the provisions of Section 103 of the United States Internal Revenue Code as possible, which are all declared and determined to be public purposes and for the public safety, benefit and welfare of the residents of this State"; WHEREAS, to accomplish the purposes of the Act and promote a public purpose by increasing and retaining employment within the boundaries of the Issuer, the Issuer has entered into negotiations with Miller & Miesen, a general partnership, (the "Company"), to induce it to commence the construction and equipping of an addition to its manufacturing, warehousing and office facility located at 3905 Albany Street, within the boundaries of the Issuer (the "Project") which Project will be leased to Alpha Plastics Manufacturing, Inc. (the "Tenant"); WHEREAS, the Company will hold legal or beneficial title to the Project and John P. Miesen and Nancy Miesen and the Tenant have guaranteed the payment of the principal, interest and premium, if any, on the Bond (as hereinafter defined); WHEREAS, by Resolution passed and duly adopted by the City Council of the Issuer on June 3, 1985 (the "Inducement Resolution"), the Issuer undertook to issue its revenue bonds to finance the Project; WHEREAS, the Company, in reliance upon and pursuant to the Inducement Resolution, intends to proceed with the acquisition and construc- tion of the Project; WHEREAS, the Issuer, in order to provide funds for the Project, intends to issue and sell its Economic Development Revenue Bond (Miller & Miesen Project), Series 1985, in the principal amount of $470,000 (the "Bond"), pursuant to and in accordance with the Act, the Inducement Resolution, this Resolution authorizing the Bond, a Mortgage and Loan Agreement dated as of October 1, 1985, described below, an Agency Agreement and Assignment, dated as of October 1, 1985 (the "Agency Agreement"), be- tween the Issuer, the Company and American National Bank of Libertyville, as Fiscal Agent (the "Fiscal Agent") and a Bond Purchase Agreement, de- scribed below; WHEREAS, the Bond will be a limited obligation of the Issuer payable by the Issuer solely out of revenues derived from the Project, the Bond will not evidence a debt of the Issuer or a loan or credit extended to the Issuer under any constitutional or statutory provision, and no holder of the Bond will have the right to compel any exercise of the taxing power of the Issuer to pay the principal of or interest on the Bond; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MCHENRY, ILLINOIS as follows: Section 1. Issuance of the Bond. To accomplish the purposes of the Act and pursuant to and in accordance with the Inducement Resolution, and to provide for the financing of the cost of the acquisition, construction and installation of the Project, the issuance of the Bond by the Issuer in the principal amount of $470,000 is hereby authorized, subject to the provisions of this Resolution and the Agency Agreement hereinafter authorized. The bond shall contain a provision that it is issued under authority of the Act. The Bond shall bear interest at a rate per annum of 75% of the Prime Rate, as such term is defined in the form of the Bond attached as Exhibit A to the Agency Agreement, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be payable in such places and in such manner and shall have such other details and provisions as pre- scribed by the Agency Agreement and form of the Bond attached as Exhibit B thereto. The provisions for execution, signatures, authentication, payment and prepayment shall be as set forth in the Agency Agreement and the form of the Bond attached as Exhibit B thereto. Section 2. Security for the Bond. The Bond shall be secured by the pledge made by the Agency Agreement and shall be payable solely from and secured by a pledge of the loan payments, revenues and receipts derived from or in connection with the Project as set forth in the Agency Agreement. The Bond shall also be secured by a mortgage on the Project and the guaranty of John P. Miesen, Mary Miesen and Alpha Plastics Manufacturing, Inc. The Bond is a limited obligation of the Issuer, payable solely as pro- vided in the Agency Agreement. The Bond and the interest thereon shall never constitute a debt or general obligation or a pledge of the faith, the -2- credit or the taxing power of the Issuer within the meaning of any constitu- tional or statutory provision of the State of Illinois. The Issuer shall not be liable on the Bond, nor shall the Bond be payable out of any funds of the Issuer other than those pledged therefor pursuant to the terms of the Agency Agreement hereinafter described. Section 3. The Agency Agreement. The execution and delivery of the Agency Agreement, substantially in the form attached hereto and made a part of this Resolution as though set forth in full herein, is hereby autho- rized. The Mayor of the Issuer (the "Mayor") is hereby authorized to execute, acknowledge and deliver the Agency Agreement with such changes, insertions and omissions as may be approved by the Mayor, and the Clerk of the Issuer (the "Clerk") is hereby authorized to affix the seal of the Issuer on the Agency Agreement and attest the same. The execution of the Agency Agreement by the Mayor shall be conclusive evidence of such approval. Section 4. The Loan Agreement. The execution and delivery of a Mortgage sand Loan Agreement, dated as of October 1, 1985 (the "Loan Agreement"), among the Issuer, as lender and mortgagee, American National Bank and Trust Company of Chicago, as Trustee under a Trust Agreement dated August 29, 1983, and known as Trust Number 59053 (the "Mortgagor"), as mort- gagor, and the Company, as mortgagor and borrower, substantially in the form attached hereto and made a part of this Resolution as though set forth in full herein, is hereby authorized. The Mayor is hereby authorized to execute, acknowledge and deliver the Loan Agreement with such changes, insertions and omissions as may be approved by the Mayor and the Clerk is hereby authorized to affix the seal of the Issuer of the Loan Agreement and attest the same. The execution of the Loan Agreement by the Mayor shall be conclusive evidence of such approval. Section 5. Bond Purchase Agreement. The execution and delivery of a Bond Purchase Agreement, to Be dated the date of closing (the "Bond Purchase Agreement"), among the Issuer, the Company, and The American National Bank of Libertyville, as purchaser of the Bond (the "Purchaser"), substantially in the form attached hereto and made a part of this Resolution as though set forth in full herein, is hereby authorized. The Mayor and the Clerk are hereby authorized to execute, acknowledge and deliver the Bond Purchase Agreement with such changes, insertions and omissions as may be approved by the Mayor and the Clerk is hereby authorized to affix the seal of the Issuer on the Bond Purchase Agreement and attest the same. The execution of the Bond Purchase Agreement by the Mayor and the Clerk shall be conclusive evidence of such approval. Section 6. Sale of the Bond. The Bond is hereby authorized to be sold to the Purchaser at the purchase price and on the terms and conditions set forth in the Agency Agreement and the Bond Purchase Agreement. Section 7. Execution of the Bond. The Bond shall be executed in the manner provided in the Agency Agreement and the same shall be delivered to the Fiscal Agent for proper authentication and delivery to the Purchaser upon instructions to that effect. -3- Section 8. Fiscal Agent. The Purchaser of the Bond is hereby desig- nated Fiscal Agent and depository for the Bond proceeds under the Agency Agreement. The Issuer shall have no authority or power of direction with respect to the deposited bond proceeds and shall have no obligation or lia- bility as principal of the Fiscal Agent for acts of the Fiscal Agent. Section 9. Obligations of the Issuer. A11 covenants, stipulations, limited obligations and agreements of the Issuer in this Resolution, the Agency Agreement, the Loan Agreement and the Bond Purchase Agreement shall be binding upon the Issuer and its successors from time to time and upon any board or body to which any powers or duties affecting such covenants, stipulations, obligations and agreements shall be transferred by or in ac- cordance with law. Except as otherwise provided in this Resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer or the members thereof by the provisions of this Resolution, the Agency Agreement, the Loan Agreement or the Bond Purchase Agreement shall be exercised or performed by the Issuer or by such members, officers, board or body as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Agency Agreement, the Loan Agreement or the Bond Purchase Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any member, officer, agent or employee of the Issuer in his individual capacity. Neither the Aldermen of the City Council nor any agent or employee of the Issuer nor any officer executing the Bond shall be liable personally on the Bond or be subject to any personal liability or account- ability by reason of the issuance thereof. Section 10. Loan of Proceeds of the Bond. The Issuer is hereby autho- rized to finance the costs of the Project by loaning the proceeds of the Bond to the Borrower pursuant to the Loan Agreement and the Agency Agreement. Section 11. Authorized Representatives. The Mayor, Clerk and the City Council of the Issuer are hereby designated the authorized representatives of the Issuer, and each of them is hereby authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do and cause to be done any and all acts and things necessary or proper for carrying out this Resolution, the Agency Agreement, the Loan Agreement and the Bond Purchase Agreement, and the issuance and sale of the Bond. Any action required to be taken by the Mayor may be taken by the Vice Mayor and any action required to be taken by the Clerk may be taken by the Deputy Clerk. Section 12. Separable Provisions. 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, phrases and provisions hereof. -4- Section 13. Ordinances and Resolutions in Conflict Repealed. All ordinances and resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 14. TEFRA Approval. In accordance with Section 103(b) of the Code, the Issuer held a public hearing with respect to the issuance of the Bond on September 18, 1985 after publication of notice of same in the McHenry Plaindealer, a newspaper of general circulation within the City of McHenry, Illinois on August 26, 1985. The Issuer hereby approves the plan of financing of the Project for Miller & Miesen in the amount of $470,000, which Project is located at 3905 Albany Street, McHenry, Illinois, and consists of an addition to the Company's existing facility. Section 15. Resolution Effective Immediately. This Resolution shall take effect immediately upon its passage and approval by three -fifths vote of the Village Board. PASSED THIS 16th DAY OF October , 1985 BY ROLL CALL VOTE [AND BY THE AFFIRMATIVE VOTE OF THREE -FIFTHS OF THE VILLAGE BOARD] AS FOLLOWS: AYES 8 NAYS 0 ABSENT 0 ABSTAIN 0 Approved this 16th day of Oct. , 1985. MAYOR ATTESTED 3 7 4 3 C -5-