Loading...
HomeMy WebLinkAboutResolutions - R-81-17 - 07/20/1981 - bonds for Margosian property RESOLUTION NO. R-81-17 A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF $3, 600,000 ECONOMIC DEVELOPMENT REVENUE BONDS OF THE CITY OF McHENRY, McHENRY COUNTY, ILLINOIS, FOR THE PURPOSE OF MAKING A LOAN TO WESTERN NATIONAL BANK OF CICERO, AS TRUSTEE UNDER TRUST NO. 6902 IN ORDER TO FINANCE THE ACQUISITION AND CONSTRUCTION OF A SHOPPING CENTER FACILITY CONSTITUTING AN INDUSTRIAL PROJECT LOCATED IN THE CITY OF McHENRY, ILLINOIS; AUTHORIZING EXECUTION OF A LOAN AGREEMENT; PROVIDING FOR THE DELIVERY OF A NOTE AS SECURITY FOR THE BONDS; AUTHORIZING AN INDENTURE OF TRUST PROVIDING FOR THE FORM OF THE BONDS AND SECURING THEIR PAYMENT; AUTHORIZING THE TERMS OF THE BOND PURCHASE AGREEMENT, THE MORTGAGE, ASSIGNMENT OF RENTS AND GUARANTY AGREEMENT; AND RELATED MATTERS. WHEREAS,, ,the City of McHenry, McHenry County, Illinois (hereinafter called the "City" ) is a duly constituted and existing municipality within the meaning of Section 1 of Article VII of the 1970 Constitution of the State of Illinois and by virtue of The Industrial Project Revenue Bond Act, Ill. Rev. Stat. 1979, Chap. 24, Section 11-74-1 et seq. , as amended (the "Act" ) is authorized and empowered to adopt this resolution (the "Bond Resolution" ) and to carry out its provisions; and WHEREAS, Western National Bank of Cicero, as trustee under Trust No. 6902 (the "Borrower" ) is a land trust duly organized and existing under and by virtue of the laws of Illinois with its principal office in Cicero, Illinois, and duly qualified to conduct business in the State of Illinois and Charles S. Margosian and S. Louis Rathje (the "Beneficiaries" ) own 100% of the beneficial interest in the Borrower; and WHEREAS, the Borrower has agreed to acquire and construct a shopping center facility constituting an economic development project in the City of McHenry, McHenry County, Illinois , if the City will participate in financing a portion of the cost of such acquisition and construction by issuing its economic development revenue bonds; and WHEREAS, the City Council has performed all action required of it by the Act preliminary to the adoption of this Bond Resolution and has reviewed the forms of (1 ) Bond Purchase Agreement (the "Bond Purchase Agreement" ) dated as of June 15, 1981 among the City, the Borrower, the Beneficiaries and Elmhurst National Bank and Oak Park Trust & Savings Bank ( the "Purchasers" ) providing for the sale of the Bonds by the City to the Purchasers, (2) _nture of Trust (the "Indenture" ) dated as of June 15, 1981 '--- c tween the City and Elmhurst National Bank, as trustee (the "Trustee" ), containing a form of economic development revenue bond, (3) Loan Agreement (the "Loan Agreement" ) dated as of June 15, 1981, between the City and the Borrower and the Beneficiaries , containing a form of Note from the Borrower to the City, which shall be endorsed to the Trustee, (4) Mortgage and Assignment of Rents and Security Agreement (the "Mortgage" ) dated as of June 15, 1981 from the Borrower to the Trustee, (5) Assignment of Rents and Lease (the "Assignment") dated as of June 15, 1981 from the Borrower to the Trustee, (6) the Guaranty Agreement (the "Guaranty" ) dated as of June 15, 1981 from Charles S. Margosian and S. Louis Rathje (the "Guarantors" ) , and ( 7) this Bond Resolution. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF McHENRY, McHENRY COUNTY, ILLINOIS, AS FOLLOWS : Section 1. Findings; Public Benefits. The City Council of the City hereby finds and determines that the building and facilities in connection therewith (the "Project") to be acquired and constructed with the proceeds of the Economic Development Bonds herein authorized constitutes an "industrial project" as that phrase is used in the Act; that acquisition, construction and development of the Project will relieve conditions of unemployment and increase emplopinent opportunities and increase diversification of economic development facilities in and near the City, will improve , promote and provide for increased economic stability, development, welfare and prosperity of residents of the City and will encourage and promote the expansion and increase of industry, trade and commerce within the City and the location of other new industries in such area thereby reducing the evils attendant upon unemployment; also that the Borrower taking advantage of the City' s tax-exempt bond status will pay those people employed to construct the Project the general prevailing rate of hourly wages as required under Illinois law. Section 2. Authorization of Economic Development Revenue Bonds. In order to pay a portion of the cost of acquiring and constructing the Project, there are hereby authorized to be issued, sold and delivered $3, 600, 000 aggregate principal amount of Economic Development Revenue Bonds (Boone Creek Plaza Project) of the City (the "Bonds" ) . Any additional costs of the Project will be paid for by the Borrower. Section 3. Terms for the Bonds. The total principal amount of Bonds that may be issued is hereby expressly limited to $3, 600, 000. The Bonds shall be represented by two Bonds in fully registered form, without coupons, bearing identifying No. R-1 and No. R-2 which shall be dated as of the date of issue and delivery. The principal amount of the Bonds is due on a date two years from the date of the Bonds (the "Initial Maturity Date" ) , and interest thereon (computed on the actual number of days elapsed and on the basis of a 360-day year) at the rate of eleven and seventy-five hundredths percent (11. 75%) per annum, from the date thereof, shall be payable quarterly commencing three months -2- the date of the Bonds to and including the maturity date; provided, however, that if completion of the acquisiton and construction of the Project shall have occurred, on or before the Initial Maturity Date, then the principal amount of the Bonds shall be due and payable three years from the date of such completion of acquisiton and construction (the "Conversion Date" ) , and interest thereon computed on the actual number of days elapsed on the basis of a 360-day year) at the rate of eleven anc seventy-five hundredths percent (11. 75%) per annum shall be payable quarterly commencing three months from the Conversion Date to and including such extended maturity date. The Conversion Date shall be deemed to be the date of the Completion Certificate (as defined in the hereinafter defined Loan Agreement) issued by the Borrower pursuant to Section 3. 4 of the Loan Agreement to the Trustee, provided that the Completion Certificate is satisfactory in all respects to the Trustee and the Purchasers. Under the circumstances set forth in Section 2. 10 of the Indenture relating to taxability for Federal income tax purposes of interest on the Bonds, the holder of the Bonds may be entitled to additional interest and other payments pursuant to said Section 2. 10. Principal, and interest shall be payable at the principal office of the Trustee in Elmhurst, Illinois. The Bonds shall be executed, shall be in such form, shall have such redemption provisions, and shall be subject to such other the interest thereon do not and shall never constitute an indebted- ness of or a charge against the general credit or taxing power of the City, but are limited obligations of the City payable solely from revenues and other amounts derived from the Loan 'Agreement and shall be secured as provided in the Indenture, the Mortgage and the Assignment. Forms of the Bond Purchase Agreement, the Loan Agreement (with the form of Note as an Exhibit) , the Indenture, the Mortgage, the Assignment and the Guaranty Agreement, are before this meeting and a•re by this reference incorporated in this Bond Resolution, and the City Clerk is hereby directed to insert them into the minutes of the City Council and to keep them on file. Section 4. Sale of the Bonds . The Mayor and the City Clerk of the City are hereby authorized and directed to sell the Bonds to or upon the order of the Oak Park Trust & Savings Bank, or registered assigns, and Elmhurst National Bank, or registered assigns, pursuant to the Bond Purchase Agreement at an aggregate price of $3, 600, 000, 100% of par value. Section 5. Bond Purchase Agreement. In order to provide for the commitments of the City to sell the Bonds and of the Purchasers to purchase the Bonds, the Mayor and the City Clerk shall execute and deliver in the name of and on behalf of the City, a Bond Purchase Agreement in substantially the form submitted to this City Council, which is hereby approved in all respects. -3- -�-- Section 6. Indenture. In order to secure the payment of the Bonds, the Mayor and the City Clerk shall execute, acknowledge and deliver, in the name and on behalf of the City, an Indenture of Trust in substantially the form submitted to this City Council, which is hereby approved in all respects. Section 7. Loan Agreement. In order to provide for the loan of the proceeds of the Bonds to acquire and construct the Project and the payment by the Borrower of an amount sufficient to pay the principal of and premium, if any, and interest on the Bonds , the Mayor and City Clerk shall execute, acknowledge and deliver in the name and on behalf of the City a Loan Agreement in substantially the form submitted to this City Council, which is hereby approved in all respects. Section 8. Bonds . The form of Bonds submitted to this meeting, subject to appropriate insertions and revisions in order to comply with the provisions of the Indenture, be, and the same hereby is, approved and when the same shall be executed on behalf of the City in the manner contemplated by the Indenture and this resolution in the aggregate principal amount of $3, 600, 000, shall represent the approved form of the Bonds by the City. Section . Acceptance of Note. In connection with the Bonds, the City accepts as security for such Bonds the Note of the Borrower. The Note shall be in substantially the form attached as Exhibit B to the Loan Agreement. The Mayor and City Clerk shall endorse the Note to the Trustee. Section 10. Other Documents. The forms of the Mortgage, the Assignment and the Guaranty before this meeting, .to be signed by parties other than the City in connection with the' issuance of the Bonds and the security therefor, are hereby approved in form and content, with such changes and revisions as may be necessary and agreed upon by the parties thereto. Section• 11. General. The Mayor, the City Clerk, and other officers, officials and employees be and they are each here- by authorized and directed, in the name and on behalf of the City, to execute any and all instruments, including but not limited to the Agreement, perform any and all acts, approve any and all matters, and do any and all things deemed by them, or any of them, to be necessary or desirable in order to carry out and comply with the purposes of this Bond Resolution (including the preambles hereto) and the documents mentioned herein, the ac- quisition and construction of the Project by the Borrower, the issuance and sale of the Bonds, and the securing of the Bonds under the Indenture, the Mortgage and the Assignment. Section 12. Execution. Execution and sealing by the Mayor and City Clerk of the Bonds, the Bond Purchase Agreement, the Indenture, the Loan Agreement, and the endorsement by the Mayor and City Clerk of the Note shall constitute conclusive -4- • • ---------evidence of their approval of any and all changes or revisions therein from the forms of such documents before this meeting. Section 13. Section 103(b) (b) (D) Election. The City elects to the have the provisions of Section 103 (b) (6 ) (D) of the Internal Revenue Code of 1954, as amended, apply to the issue of the Bonds and the Mayor and City Clerk are hereby authorized, empowered, and directed to file such elections with the Internal Revenue Service for and on behalf of the City, as issuer of the Bonds. Section 14. Authority. This Bond Resolution is adopted pursuant to the Act and also pursuant to the authority granted by the Act, and the provisions herein set forth for the issuance of the Bonds shall be controlling, notwithstanding any provisions to the contrary contained in the Illinois Municipal Code and all acts amendatory thereof and supplementary thereto, and in any other law or laws of the State of Illinois. All ordinances, resolutions, orders or parts thereof in conflict with the provisions of this ordinance are, to the extent of such conflict, hereby repealed. Section 15 . Severability. The provisions of this Bond Resolution are hereby declared to be severable and if any section, phrase or provisiDn shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Section 16. Effective Date. This Bond Resolution shall be in full force and effect immediately upon its adoption by the City Council and approval by the Mayor. Adopted and approved in open Council meeting this 20th day of July , 1981. The foregoing Bond Resolution was voted upon and passed by the City Council of the City of McHenry, McHenry County, Illinois on July 20 , 1981 with 7 "ayes", 0 abstaining, 0 "nays" and 1 absent. The City Clerk be and is hereby authorized and directed to publish this Bond Resolution in pamphlet form as provided by law. Approved: (SEAL) Mayor ATTEST: el7N47.4 City Clerk Published this 2lstday of July , 1981 in pamphlet form. -5- • •