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HomeMy WebLinkAboutResolutions - R-83-25 - 10/03/1983 - Bonds for Alpha Plastics MMM1-D R-83-25 RESOLUTION OF THE CITY OF McHENRY, ILLINOIS AUTHORIZING THE ISSUANCE AND SALE OF ITS $400, 000 ECONOMIC DEVELOPMENT REVENUE BOND (MILLER & MIESEN PROJECT) SERIES 1983 , 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 political subdivision and a non-home rule unit of local government of the State of Illinois; WHEREAS, pursuant to the Industrial Project Revenue Act, Sections 11-74-1 through 11-75-14, 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 construction of capital projects suitable for use by any manufacturing, industrial research or commercial enterprise, including use as an assembly plant, industrial distribution facility, office building or commercial facility 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 existing 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, an Illinois general partnership, (the "Company" ) , to induce it to commence the acquisition, construction and equipping of a manufacturing facility consisting of a 25, 800 square foot building, for use by Alpha Plastics Manufacturing, Inc. in the manufacture of plastic products , 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 the Tenant and John P . and Nancy Miesen have guaranteed the payment of the principal, interest and premium, if any, on the Bond (as hereinafter defined) ; MMM1-D WHEREAS, by Resolution passed and duly adopted by the City Council of the Issuer on August 29, 1983 (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 construction 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 1983 , in the principal amount of $400, 000 (the "Bond" ) , pursuant to and in accordance with the Act, the Inducement Resolution and this Resolution authorizing the Bond, and an Agency Agreement and Assignment, dated as of October 1, 1983 (the "Agency Agreement" ) , between the Issuer and the First National Bank of Libertyville, a national banking association, as Fiscal Agent (the "Fiscal Agent" ) ; 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, addition and improvements to the Project, the issuance of the Bond by the Issuer in the principal amount of $400, 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 prescribed by the Agency Agreement and form of the Bond attached as Exhibit A 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 A thereto. -2- MMM1-D Section 2 . Security for the Bond. The Bond shall be secured by the pledge made by the Agency Agreement and shall be payable by the Issuer 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 guarantee of the Tenant and John P. and Nancy Miesen. The Bond is a limited obligation of the Issuer, payable solely as provided 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 credit or the taxing power of the Issuer within the meaning of any constitutional 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 authorized. 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 City 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 and Loan Agreement, dated as of October 1, 1983 (the "Loan Agreement" ) , among the Issuer, as lender and mortgagee, and American National Bank and Trust Company of Chicago as Trustee under a Trust Agreement dated August 29, 1983 , known as Trust No . 59053 (the "Trustee" ) , as mortgagor, and the Company, as 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 First National Bank of Libertyville, a national banking association, as purchaser -3- MMMl-D 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. Section 8 . Fiscal Agent. The Purchaser of the Bond is hereby designated Fiscal Agent and depository for the Bond proceeds under the Agency Agreement. The Issuer shall have no obligation or liability as principal of the Fiscal Agent for acts of the Fiscal Agent. Section 9 . Obligations of the Issuer. All 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 accordance 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 of the Issuer nor any officer executing the Bond shall be liable personally on the Bond or be subject to any personal liability or accountability by reason of the issuance thereof. -4- MMM1-D Section 10. Loan of Proceeds of the Bond. The Issuer is hereby authorized 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. The Borrower is authorized to proceed with the acquisition and construction of the Project as set forth in the Loan Agreement. Section 11 . Authorized Representatives. The Mayor, Clerk and the Aldermen of 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. 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. 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. Section 103 (b) (6 ) (D) Election. The Issuer hereby is authorized to and does elect to have the provisions of Section 103 (b ) (d) (D) of the Internal Revenue Code of 1954, as amended, apply to the issue of the Bond, and the Mayor or the Clerk is hereby authorized and directed to file a statement of such election with the Internal Revenue Service for and on behalf of the Issuer. Section 15 . Resolution Effective Immediately. This Resolution shall take effect immediately upon its passage and approval by three-fifths vote of the City Council . -5- IU4N1-D PASSED THIS 3RD DAY OF OCTOBER, 1983 BY ROLL CALL VOTE (AND BY THE AFFIRMATIVE VOTE OF A THREE-FIFTHS OF THE CITY COUNCIL) AS FOLLOWS : AYES S NAYS 0 ABSENT ABSTAIN C) Approved this 3rd day of October, 1983 . ayor ATTESTED --111190,1Za/14kA__ City Clerk -6-