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HomeMy WebLinkAbout98-231 RESOLUTION NO. 98- 231 RESOLUTION AUTHORIZING THE ISSUANCE, SALE AND DELIVERY OF $1,000,000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (AMAX PLATING, INC. PROJECT) SERIES 1998; APPROVING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN RELATION THERETO; AND AUTHORIZING CERTAIN OTHER MA H ERS IN RELATION THERETO WHEREAS,the City of Elgin, Illinois (the "City"), a municipal corporation and home rule unit of local government organized and existing under laws of the State of Illinois, is authorized by the provisions of the Constitution and laws of the State of Illinois to issue revenue bonds; and WHEREAS, AMAX Plating, Inc., an Illinois corporation(the "Borrower"), has requested the City to issue its industrial development revenue bonds for the purpose of financing the acquisition of manufacturing equipment and other capital projects to be owned and/or operated by the Borrower(the"Project") located in the City of Elgin, Illinois (the "Project Location"), and the City is authorized to do so; and WHEREAS, the City adopted a resolution on April 22, 1998 (the "Inducement Resolution") preliminarily approving the Project and evidencing the City's intent to issue its industrial development revenue bonds in order to provide financing for the Project; and WHEREAS, the City has held a public hearing in compliance with the requirements of the Internal Revenue Code of 1986, as amended (the "Code"), and has determined to finance the Project through the issuance of its industrial development revenue bonds; and WHEREAS, in order to finance the Project, the City now proposes to issue $1,000,000 aggregate principal amount of its Industrial Development Revenue Bonds (AMAX Plating, Inc. Project) Series 1998 (the "Bonds") as hereinafter provided; and WHEREAS, the Bonds will be issued pursuant to a Loan, Financing and Security Agreement dated as of September 15, 1998 (the "Loan Agreement") by and among the City, FINOVA Public Finance, Inc., a Delaware corporation("FINOVA") and the Borrower, and a Bond Purchase Agreement dated as of September 15, 1998 (the "Bond Purchase Agreement") by and among the City, FINOVA and the Borrower; and WHEREAS,pursuant to the Loan Agreement and the Bond Purchase Agreement, the City will assign to FINOVA the City's right, title and interest in, under and to the Loan Agreement and the security pledged for the payment of the Bonds (except for certain rights of the City to be reimbursed and indemnified by the Borrower, and to receive notices), including the Borrower's $1,000,000 Promissory Note (the"Note"); and WHEREAS, the entire proceeds received from the issuance of the Bonds will be deposited pursuant to the terms and conditions of the Escrow Deposit Agreement dated as of September 15, 1998 (the "Escrow Agreement")by and among the Borrower, the City, FINOVA and National City Bank of Minneapolis, a national banking association(the "Escrow Agent"),to be disbursed by the Escrow Agent in accordance with the Escrow Agreement and the Loan Agreement. WHEREAS,pursuant to a Tax Compliance Agreement dated as of September 15, 1998 (the "Tax Compliance Agreement") by and among the City, the Borrower and the Escrow Agent, such parties will undertake to maintain the tax-exempt status of the Bonds for Federal income tax purposes to the extent, and under the circumstances, set forth therein; and WHEREAS, Internal Revenue Service Information Return for Private Activity Bond Issues, Form 8038 (the "Form 8038"), UCC Financing Statements (the "Financing Statements") describing certain collateral and listing the Borrower as debtor, the City as secured party, and FINOVA as assignee, and other closing documents and certificates will be prepared and executed by the City in connection with the issuance of the Bonds; and WHEREAS,the Mortgage, the Environmental Indemnity Agreement(each as defined in the Loan Agreement),the Note and other documents referenced in the documents listed above to which the City is not a party will be prepared and executed in connection with the issuance of the Bonds and the financing of the Project. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, AS FOLLOWS: Section 1. The financing of the Project through the issuance and sale of the Bonds, as hereinafter provided, is hereby authorized and approved. Section 2. In order to provide funds to finance the Project, there are hereby authorized to be issued industrial development revenue bonds of the City in the aggregate principal amount of$1,000,000, which industrial development revenue bonds shall be designated "City of Elgin, Illinois Industrial Development Revenue Bonds (AMAX Plating, Inc. Project) Series 1998." The Bonds shall be issued in fully registered form and in such denominations, shall be dated as of such dates, shall bear interest from their dates on the unpaid principal amount thereof at such rates per annum, shall mature on such dates and in such principal amounts, and shall be subject to purchase on such terms as are set forth in the form of Loan Agreement and the Bond Purchase Agreement presented to this meeting. The Bonds shall be subject to redemption prior to maturity at the times, under the circumstances, in the manner, at the prices, in the amounts and with the effect set forth in the form of Loan Agreement and the Bond Purchase Agreement presented to this meeting. The Bonds shall be executed in the name of the City by the manual or facsimile signature of the Mayor or Mayor Pro Tem, shall be attested by the manual or facsimile signature of the City Clerk or Assistant City Clerk, shall have the corporate seal of the City impressed or reproduced thereon, and on original issuance shall be delivered to FINOVA. The Bonds shall be issued in compliance with and under authority of the provisions of this Resolution, the Loan Agreement and the Bond Purchase Agreement. Section 3. The Bonds and the interest thereon shall be limited obligations of the City, payable solely and only from the revenues and receipts derived by the City pursuant to and as described in the Loan Agreement and the Bond Purchase Agreement. The Bonds shall not in any respect be a general obligation of the City, nor shall they be payable in any manner from funds of the City raised by taxation. The Bonds do not constitute an indebtedness of the City or a loan of credit thereof within the meaning of any constitutional or statutory provision. The Bonds shall be payable at FINOVA's address as it appears in the Loan Agreement or such other address provided by FINOVA or its assignee to the City and the Borrower in writing, in lawful money of the United States of America. Nothing in this Resolution, the Loan Agreement, the Note, the Bond Purchase Agreement, the Escrow Agreement, the Tax Compliance Agreement or the form of the Bonds (hereinafter referred to collectively as the "Bond Documents"), or in any document or agreement required hereby and thereby, shall be construed as an obligation or commitment by the City to expend any of its funds other than (i) the proceeds derived from the sale of the Bonds, (ii) the revenues and receipts derived from and as described in the Loan Agreement and the Bond Purchase Agreement and(iii) any moneys arising out of the investment or reinvestment of said proceeds, income, revenues, receipts or moneys. Section 4. The form, terms and provisions of the Bond Documents presented to this meeting are in all respects approved, and the Mayor or Mayor Pro Tern and the City Clerk or Assistant City Clerk of the City are hereby authorized and empowered to execute, acknowledge and deliver the Bond Documents, with or without an impression of the official seal of the City as required thereby. The Bond Documents, as so executed and delivered, shall be in substantially the forms now before this meeting and hereby approved,with only such changes therein as shall be approved by the officers of the City executing the same, their execution thereof to constitute conclusive evidence of their approval and the approval of the City of any and all changes or revisions therein from the forms thereof now before this meeting, and from and after the execution and delivery of the Bond Documents,the Mayor or Mayor Pro Tern and the City Clerk or Assistant City Clerk of the City are hereby authorized and empowered to do all such acts and things, and to execute all documents (including the Financing Statements, the Form 8038, and any certifications, assignments, closing papers or other instruments) as may be necessary, in the opinion of counsel to the City,to carry out and comply with the provisions of the Bond Documents as executed, and any other documents and instruments required to effectuate the issuance of the Bonds and the financing of the Project. The City approves the execution and delivery of the Note, the Mortgage, the Environmental Indemnity Agreement and such other documents referenced in the Bond Documents and prepared in connection with the issuance of the Bonds to which the City is not a party. If any of the officers of the City who shall have signed or sealed any of the Bonds shall cease to be such officers of the City before the Bonds shall have been delivered to FINOVA, such Bonds, nevertheless, may be delivered with the same force and effect as though the person or persons who signed or sealed the same had not ceased to be such officer or officers of the City, and any such Bonds may be signed and sealed on behalf of the City by those persons who, at the actual date of the execution of such Bonds, shall be the proper officers of the City, although at the nominal date of such Bonds any such person shall not have been such an officer of the City. Section 5. The issuance of the Bonds is hereby approved for purposes of Section 147(f) of the Internal Revenue Code of 1986 (the "Code"). Section 6. The City hereby allocates volume cap from calendar year 1998 in the amount of$1,000,000 for the Bonds. Section 7. The officials, officers and employees of the City are hereby authorized to do all such acts and things, and to execute all such documents referenced above (including any certifications, financing statements, assignments and other instruments) as may be necessary, in the opinion of counsel to the City, to carry out and comply with the purposes of this Resolution. All other actions of the officials of the City that are in conformity with the purposes and intent of this Resolution and in furtherance of the issuance of the Bonds and the financing of the Project are hereby approved and confirmed. 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 of the remainder of the sections, phrases and provisions hereof. Section 9. All ordinances, resolutions and orders, and parts thereof, in conflict herewith are,to the extent of such conflict, hereby repealed. This Resolution shall take effect and be in full force immediately upon its adoption and approval. Adopted: September 23, 1998 Approved: September 23, 1998 . 75,eg Mayor (SEAL) Attest: City Clerk