Loading...
HomeMy WebLinkAboutOrd 3232 07/06/1982 RDINANCE NO. 3232 AN OPJDINANCE OF THE VILLAGE OF MOUNT PROSPECT AUTHORIZING THE ISSUANCE OF $3,500,000.00 AGGP~EGATE PRINCIPAL AMOUNT OF INDUSITRIAL P~EVENUE BONDS (CUMMINS-ALLISON CORP. PROJECT) 1982 SERIES PASSED AND ~DPROVED BY THE PRESIDENT AND BOARD OF TRUS']'~:~q THE 6th DAY OF July , 1982 ?ublished in p~hlet form by authority of the co~rporate authorities of the village of ~-bunt Prospect, Illinois the 7th day of July , A.D. 1982. RDINANCE NO. 3232 AN ORDINANCE OF THE VILLAGE OF MOUNT PROSPECT AUTHORIZING THE ISSUANCE OF $3,500,000.00 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL REVENUE BONDS (CUMMINS-ALLISON CORP. PROJECT) 1982 SERIES WHEREAS, The Village of Mount Prospect, Illinois (the "Issuer") is a duly constituted and existing municipal- ity within the meaning of Section 1 of Article VII of the 1970 Constitution of the State of Illinois having a popula- tion in excess of 25,000 and is a home rule unit of govern- ment under Section 6(a) of Article VII of said Constitution; and WHEREAS, The Issuer, as a home rule unit, and pursuant to Chapter 8, Article V, Sections 8.512 and 8.513 of the Village Code of Mount Prospect, as supplemented and amended (the "Act"), is authorized and empowered to issue its revenue bonds to finance the costs of "development pro- jects,'' as defined in the Act, to the end that the Issuer may be able to relieve conditions of unemployment within the boundaries of the Issuer; and WHEREAS, As a result of negotiations between the Issuer and Cummins-Allison Corp., an Indiana corporation (the "Owner"), contracts have been or will be entered into by the Owner for the acquisition of land and the construc- tion and e,quipping of an industrial building (the "Project") within the corporate limits of the Issuer for the purpose of locating and operating the Owner's business of production and distribution of office products and equipment servicing the banking and financial industry and it is proposed that the Issuer shall enter into a Loan Agreement dated as of July 1 1982 (the "Loan Agreement") with the Owner pursuant o which the Issuer shall lend to the Owner a sum sufficient to accomplish such acquisition, construction and equipping, and the Issuer is willing to issue its industrial development revenue bonds to finance the Project upon terms which will be sufficient to pay a portion of the cost of the acquisition, construction and equipping of the Project as evidenced by such industrial development revenue bonds, all as set forth in the details and provisions of the Loan Agreement; and WHEREAS, It is estimated that the costs of the Project, including costs relating to the preparation and issuance of the industrial development revenue bonds, will be not less than $3,500,000; and WHEREAS, The Project will be of the character and will accomplish the purposes provided by the Enabling Ordi- nance, and will create additional employment opportunities in the Village of Mount Prospect, Illinois; and WHEREAS, The Issuer proposes to sell the indus- trial development revenue bonds hereinafter authorized and designated "Industrial Development Revenue Bonds (Cummins- Allison Corp. Project) 1982 Series" upon a negotiated basis to the Purchaser hereinafter named; NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS AS FOLLOWS: SECTION 1. Definitions. The following words and terms as used in this Ordinance shall have the following meanings unless the context or use indicates another or different meaning or intent: "American" means American National Bank and Trust Company of Chicago. -2- Bond Purchase Agreement" means the Bond Purchase Agreement dated as of JulY 1, 1982 among the Issuer, the Owner and the Purchaser. "Indenture" means the Indenture of Trust dated as of July 1, 1982 between the Issuer and the Trustee. "Issuer" means the Village of Mount Prospect, Illinois and its successors and assigns. "Loan Agreement" means the Loan Agreement dated as of July 1, 1982 between the Issuer and the Owner. "Mortgage" means the Mortgage dated as of July 1, 1982 from the Owner to the Issuer and American. "1982 Series Bonds" means the 1982 Series Bonds authorized to be issued hereunder. "1982 Series Note" means the 1982 Series Note provided for in Section 4.2 of the Loan Agreement wherein the Owner promises to make installment payments in satis- faction of the Owner's debt to the Issuer under the Loan Agreement. "Ordinance" means this Ordinance. "Owner" means Cummins-Allison Corp., an Indiana corporation, and its successors and assigns permitted by the Loan Agreement. "Project" means the land, buildings, related improvements, machinery and equipment which are to be pur- chased by the Owner with moneys received under the Loan Agreement. -3- Purchaser" means Chemical Business Credit Corp. "Reimbursements" means the reimbursements required to be paid to the holders of the 1982 Series Bonds in the event that interest on the 1982 Series Bonds becomes subject to Federal income tax, as provided in the Indenture. "Security Agreement" means the Security Agreement dated as of July 1, 1982 from the Owner to the Issuer and American. "Trustee" means LaSalle National Bank, as Trustee under the Indenture, and its successors in trust. SECTION 2. Authorization of the Project. In order to promote the general welfare of the Village of Mount Prospect, Illinois and its inhabitants by relieving conditions of unemployment and encouraging the increase of industry, the Project shall be and is hereby authorized to be financed as described herein. The estimated cost of the acquisition of the Project is not less than $3,500,000, which will be provided by the issuance of the 1982 Series Bonds hereinafter authorized and the loan of the proceeds thereof to the Owner. It is hereby found and declared that the financing of the Project and the use thereof by the Company as herein- after provided is necessary to accomplish the public purposes described in the preamble hereto, and that in order to further secure the 1982 Series Bonds, the mortgaging of the Project and the assignments of the Mortgage and the Security Agreement by the Issuer to the Trustee is necessary and proper. SECTION 3. Authorization and Payment of 1982 Series Bonds. For the purposes of financing the cost of the Project, there shall be and there is hereby authorized to be issued by the Issuer its Industrial Development Revenue -4- onds (Cummins-Allison Corp. Project) 1982 Series in the aggregate principal amount of $3,500,000. The 1982 Series Bonds shall be issued in the forms and denominations set forth in the Indenture, shall be dated (except as otherwise provided in the Indenture) as of the date of their original issue, shall be numbered as provided in the Indenture, shall bear interest, payable on September 1, 1982 and the first business day of each month thereafter, at a floating rate equal to 70% of Chemical Bank's (New York, New York) prime rate from time to time prevailing (but subject to certain limits as provided therein~ shall be payable in mandatory quarterly installments of principal from November 1, 1982 through August 1, 1997, and shall be subject to prepayment as provided in the Indenture. In the event that interest on the Bonds becomes subject to Federal income tax, interest thereon shall thereafter accrue at a rate 1.5~ above such prime rate, without limit. The Bonds shall be subject to redemption prior to maturity upon the terms and conditions set forth in the Indenture. Principal, interest and any premium and Reim- bursements shall be payable at the principal office of the Trustee in Chicago, Illinois, except as otherwise provided in the Indenture. The 1982 Series Bonds may be prepared in type- written, printed or engraved form. The 1982 Series Bonds shall be signed by the Village President by manual or facsimile signature and attested to by the manual or facsimile signature of the Village Clerk of the Issuer, and the corporate seal of the Issuer, or facsimile thereof, shall be affixed thereto or imprinted thereon. The 1982 Series Bonds shall contain a recital that they are issued pursuant to the Act and that no -5- fficer or agent of the Issuer shall question or contest any such recital. SECTION 4. 1982 Series Bonds Are Limited Obligations. The 1982 Series Bonds, together with interest thereon, shall be limited obligations of the Issuer secured by pledge under the Indenture of the Loan Agreement, the 1982 Series Note, the Security Agreement and the Mortgage; shall be payable solely from the revenues and receipts derived from the Loan Agreement and the 1982 Series Note authorized to be issued thereunder (except to the extent paid out of moneys attribut- able to the 1982 Series Bond proceeds or the income from the temporary investment thereof or pursuant to the instruments referred to in Section 5 hereof); and shall be a valid claim of the owner thereof only against the funds and other moneys held by the Trustee and the revenues and receipts derived from the Loan Agreement and the 1982 Series Note, which revenues and receipts shall be used for no other purpose than to pay the principal of, interest on, and any premium and Reimbursements on, the 1982 Series Bonds, except as may be expressly authorized otherwise in this Ordinance, the Indenture or the Loan Agreement. The 1982 Series Bonds and the obligation to pay interest thereon do not now and shall never constitute an indDbtedness or a loan of credit of the Issuer, the State of Illinois or any political subdivision thereof, or a charge against their general taxing powers, within the meaning of any constitutional or statutory provisions of the State of Illinois, but shall be secured as aforesaid, and are payable solely from the revenues and receipts from the Loan Agreement and the 1982 Series Note. SECTION 5. Mortgage, Security Agreement and Indenture. As security for the due and punctual payment of the 1982 Series Note, the Owner is executing the Mortgage and the Security Agreement in the forms presented to the -6- overning body of the Issuer, which instruments are now on file in the official records of the Issuer. As security for the due and punctual payment of the principal of, interest on, and any premium and Reimbursements on, the 1982 Series Bonds, all rights, title, interest and remedies of the Issuer under the Loan Agreement (except as hereinafter provided), the 1982 Series Note, the Mortgage and the Security Agreement will be assigned and pledged to the Trustee pursuant to the terms of the Indenture. In conjunction with the above assignments and pledges to the Trustee and to provide the Trustee wi~h the means to perform its obligations thereunder, the Issuer will assign and pledge to the Trustee all revenues and receipts derived by the Issuer pursuant to the Loan Agreement and the 1982 Series Note (except any payment made pursuant to the following sections of the Loan Agreement: (i) Sections 5.3 and 5.8, relating to indemnification of the Issuer by the Owner, and (ii) Section 6.3, relating to the Owner's obliga- tion to pay any attorneys' fees and expenses incurred by the Issuer upon the Owner's default) and all rights and remedies of the Issuer under the Loan Agreement to enforce payment therefor. In addition, the 1982 Series Bonds will be guaranteed by Cummins-American Corp., an Indiana corporation and parent corporation of the Owner, pursuant to a Guaranty Agreement dated as of July 1, 1982 with the Trustee and will be entitled to the benefit of an irrevocable, five year limited letter of credit issued by American. Pursuant to Section 701 of the Indenture, the Trustee is authorized to invest and reinvest funds held by it pursuant to said Indenture at the sole risk of the Owner for any losses that may occur as a result of said investments. Pursuant to Section 8.512(H)(2) of the Act, this Board of Trustees finds that such authorization will not involve any -7- ndue risk or loss of funds derived from the general revenue of the Issuer. SECTION 6. Sale of the 1982 Series Bonds; Execution of Documents. (a) The sale to the Purchaser pursuant to the Bond Purchase Agreement of the 1982 Series Bonds hereby authorized at a purchase price of 100K of the principal amount thereof, plus any interest accrued from the date of the 1982 Series Bonds to the date of delivery thereof, is hereby approved. (b) The Loan Agreement, the Bond Purchase Agree- ment, the Mortgage, the Security Agreement and the Indenture, in substantially the forms in which the same have been presented to the governing body of the Issuer and which are now on file in the official records of the Issuer, are hereby authorized and approved. (c) The Village President is hereby authorized and directed to execute the Loan Agreement, the Bond Purchase Agreement, the Mortgage, the Security Agreement and the Indenture for and on behalf of the Issuer, and the Village Clerk is hereby authorized to attest the same and to affix thereto the corporate seal of the Issuer. SECTION 7. Appointment of Trustee. The appointment of LaSalle National Bank as Trustee under the Indenture is hereby authorized, approved and confirmed. SECTION 8. Performance Provisions. The Village President and Village Clerk for and on behalf of the Issuer be, and each of them hereby is, authorized and directed to do any and all things necessary to effect the performance of all obligations of the Issuer under and pursuant to this Ordinance, the advancement of the loan, the execution and -8- elivery of the 1982 Series Bonds and the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance; and are hereby further authorized and directed for and on behalf of the Issuer, to execute all papers, documents, certificates, financing statements and other instruments that may be required for the carrying out of the authority conferred by this Ordinance or to evidence said authority and to exercise and otherwise take all necessary action to the full realiza- tion of the rights, accomplishments and purposes of the Issuer under the Loan Agreement, the Bond Purchase Agreement and the Indenture and to discharge all of the obligations of the Issuer hereunder and thereunder. SECTION 9. Severability. If any section, para- graph, clause or provision of this Ordinance shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the remaining provisions hereof. SECTION 10. Captions. The captions or headings of this Ordinance are for convenience only and in no way define, limit or describe the scope or intent of any provi- sion of this Ordinance. SECTION 11. Provisions in Conflict Not Controlling. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby deemed not controlling, and this Ordinance shall be made available to the public by the Village Clerk in appropriate form upon request at the office of the Village Clerk, 100 South Emerson, Mount Prospect, Illinois. Copies are to be made available in the office of the Village Clerk for public inspection and distribution to members of the public who may wish to avail themselves of a copy of this Ordinance. -9- SECTION 12. Effectiveness. This Ordinance shall be in full force and effect after its passage and approval in the manner provided by law. PASSED AND APPROVED this 6th day of July , 1982. AYES: Farley Floros Miller NAYS: None ABSENT: Arthur Murauskis Wattenberg ATTEST: VILLAGE CLERK V I~LLAGE PRESIDENT -10-