Loading...
HomeMy WebLinkAboutS6-82 • Ordinance No. S6-82 AN ORDINANCE OF THE CITY OF ELGIN, ILLINOIS AUTHORIZING THE ISSUANCE AND SALE OF $1 , 300, 000 ECONOMIC DEVELOPMENT REVENUE BONDS (RICHARD L. AND JEAN G. BRESLICH PROJECT) SERIES 1982 , AND AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, MORTGAGE AND LOAN AGREEMENT AND BOND PURCHASE AGREEMENT, AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the City of Elgin, Kane and Cook Counties, Illinois (the "Issuer" ) is a political subdivision and a home rule unit of local government of the State of Illinois; and WHEREAS , pursuant to the provisions of Article VII , Section 6(a) of the 1970 Illinois Constitution and Ordinance No. S2-80 of the Issuer, adopted on February 13 , 1980 (the "Enabling Ordinance" ) , the Issuer is authorized and empowered to issue its revenue bonds to finance the acquisition, pur- chase, construction, reconstruction, improvement, equipping, betterment or extension of any land, interest in land, building, structure, facility, system, fixture, improvement, addition, appurtenance, machinery, or equipment or any combination or portion thereof, and all real and personal property deemed necessary in connection therewith, for use by any person, provided that the existence of such project will create or retain employment opportunities in or near the municipality. WHEREAS , the Issuer has declared in the Enabling Ordinance its purpose and intent "to relieve conditions of unemployment and to encourage the economic development with- in and near the municipality, thereby reducing the evils attendant upon unemployment and to provide for the increased welfare and prosperity of the residents of the municipality" ; and WHEREAS , to accomplish the purposes of the Enabl- ing Ordinance and promote a public purpose, the Issuer has entered into negotiations with Richard J. and Jean G. Breslich (the "Breslichs" ) to induce the Breslichs to commence with the acquisition, construction and installation of an approxi- mately 33 , 600 square foot shopping center to include a hardware store and other retail shops and the construction of various improvements within the boundaries of the Issuer (the "Project" ) , and on June 30, 1982 the Issuer adopted an inducement resolution (the "Inducement Resolution" ) authoriz- ing a loan to the Breslichs to finance the Project and undertaking to issue its revenue bonds to finance such loan and the Project; and WHEREAS, the Breslichs have proceeded with the acquisition, construction and installation of the Project pursuant to the Inducement Resolution; and WHEREAS, the Issuer, in order to provide funds for the Project, will issue and sell its Economic Development Revenue Bonds (Richard L. and Jean G. Breslich Project) , Ser- ies 1982, in the principal amount of $1 , 300, 000 (the "Bonds" ) pursuant to the Enabling Ordinance and this Ordinance author- izing the Bonds, and an Indenture of Trust (the "Indenture" ) dated as of November 15, 1982 , between the Issuer and Union National Bank and Trust Company of Elgin, as Trustee (the "Trustee" ) ; WHEREAS , it is intended that the Bonds will also be secured by a Letter of Credit from the American National Bank and Trust Company of Chicago to the Trustee; NOW THEREFORE, BE IT ORDAINED BY THE MAYOR AND CITY COUNCIL OF THE CITY OF ELGIN, as follows : Section 1. Issuance of the Bonds . To accomplish the purposes of the Enabling Ordinance and to provide for the financing of the cost of the acquisition, construction and installation of the Project, the issuance of the Bonds by the Issuer in the principal amount of $1, 300, 000 is hereby authorized, subject to the provisions of this Ordi- nance and the Indenture hereinafter authorized. The Bonds shall bear interest at the rate of 70% per annum of the prime rate of the American National Bank and Trust Company of Chicago, shall be in the denominations of $5 , 000 or any whole multiple thereof, shall be dated, shall mature, shall be subject to redemption prior to matur- ity, shall have such provisions for registration, shall be payable in such places and in such manner and shall have such other details and provisions as are prescribed by the Indenture. The provisions for signatures, authentication, payment and prepayment shall be as set forth in the Inden- ture. Section 2 . Security for the Bonds . The Bonds shall be secured by the pledge made by the Indenture 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 Indenture. The Bonds are limited obligations of the Issuer, payable solely as provided in the Indenture including from moneys deposited in the Bond Fund and the Project Fund (subject to disbursements therefrom in accordance with the Indenture) established under the Indenture. The Bonds and -2- 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 consti- tutional or statutory provision of the State of Illinois . The Issuer shall not be liable on the Bonds, nor shall the Bonds be payable out of any funds of the Issuer other than those pledged therefor. Section 3 . The Indenture. The execution and deliv- ery of the Indenture substantially in the form submitted to this Council is hereby authorized. The Mayor of the Issuer is hereby authorized to execute the Indenture in substantially the form submitted to this Council and the Clerk of the Issuer is hereby authorized to affix the seal of the Issuer on the Indenture and attest the same. The execution of the Indenture by said Mayor shall be conclusive evidence of such approval . Section 4. The Loan Agreement. The execution and delivery of a Mortgage and Loan Agreement (the "Loan Agree- ment" ) dated as of November 15, 1982 between the Issuer as lender and mortgagee, and the Breslichs , as borrowers and submitted to this Council, is hereby authorized. The Mayor of the Issuer is hereby authorized to execute the Loan Agreement in substantially the form submitted to this Council and the Clerk of the Issuer is hereby authorized to affix the seal of the Issuer on the Loan Agreement and attest the same. The execution of the Loan Agreement by said Mayor shall be conclusive evidence of such approval . Section 5 . Bond Purchase Agreement. The execution and delivery of a Bond Purchase Agreement (the "Bond Purchase Agreement" ) to be dated the date of closing between the Issuer, the Breslichs, American National Bank and Trust Company of Chicago, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as purchaser (the "Purchaser" ) , substan- tially in the form submitted to this Council is hereby authorized. The Mayor and the Clerk are hereby authorized to execute, acknowledge and deliver the Bond Purchase Agree- ment with such changes, insertions and omissions as may be approved by the Mayor and the Clerk of the Issuer. The exe- cution of the Bond Purchase Agreement by the Mayor and the Clerk shall be conclusive evidence of such approval . Section 6 . Sale of the Bonds . The Bonds are hereby authorized to be sold to the Purchaser at the purchase price, and on the terms and conditions set forth in the Bond Purchase Agreement. Section 7 . Execution of Bonds . The Bonds shall be executed in the manner provided in the Indenture and the same shall be delivered to the Trustee for proper authenti- cation and delivery to the Purchaser, upon instructions to that effect. -3- Section 8 . Trustee. Union National Bank and Trust Company of Elgin is hereby designated Trustee for the Bonds under the Indenture. Section 9 . Obligations of the Issuer. All cove- nants, stipulations, limited obligations and agreements of the Issuer in this Ordinance, the Indenture, the Loan Agree- ment 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 other- wise provided in this Ordinance, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer or the members thereof by the provisions of this Ordinance, the Indenture, 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 Indenture, 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 or her individual capacity. Neither the members of the Issuer nor any officer executing the Bond shall be liable personally on the Bonds or be subject to any personal liability or ac- countability by reason of the issuance thereof. Section 10 . Election. The Issuer hereby is authorized to, and does, elect to have the provisions of Section 103 (b) (6 ) (D) of the Internal Revenue Code of 1954, as amended, apply to the Bonds and the Mayor, Treasurer, or Clerk of the Issuer is hereby authorized and directed to file such election with the Internal Revenue Service for and on behalf of the Issuer. Section 11 . Loan of Proceeds of the Bond. The Issuer is hereby authorized to finance the costs of the Project by loaning the net proceeds of the Bonds to the Breslichs pursuant to the Loan Agreement and the Indenture. The Breslichs are authorized to proceed with the acquisition, construction and installation of the Project as set forth in the Loan Agreement. Section 12 . Authorized or,Representatives . The Ma P Y Clerk and Treasurer 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 -4- this Ordinance, the Indenture, the Loan Agreement, the Bond Purchase Agreement, and the issuance of the Bond. Section 13 . Severability Clause. The provisions of this Ordinance are hereby declared to be severable and if any section, phrase or provision shall for any reason be held unconstitutional by any court of competent jurisdiction, the decision of such court shall not affect or impair any of the remaining provisions . Section 14. 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 15 . Effective Date. This Ordinance shall be in full force, and effect from and after its passage and approval as provided by law. s/ Richard L . Verbic Mayor Presented: December 8, 1982 Passed: December 8, 1982 Vote: Yeas 6 Nays 0 Recorded: Published: Attest: s/ Marie Yearman City Clerk • -5-