Loading...
HomeMy WebLinkAboutRes 38-00 12/04/2000 R~SOLUTION NO. ~8-00 A RESOLUTION OF INTENTION TO ISSUE REVENUE BONDS OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $10,000,000, TO FINANCE ALL OR A PORTION OF THE COST OF ACQUIRING LAND, BUILDINGS AND RELATED IMPROVEMENTS, FURNISHINGS, EQUIPMENT AND RELATED PROPERTY, CONSTRUCTING IMPROVEMENTS THERETO AND ACQUIRING FURNISHINGS, EQUIPMENT AND RELATED PROPERTY TO BE INSTALLED THEREIN FOR LIRBAN MOUNT PROSPECT SOUTH LIMITED PARTNERSHIP, OR 1TS DESIGNEE; AUTHORIZING THE EXECUTION OF A MEMORANDUM OF AGREEMENT BY AND BETWEEN THE VILLAGE AND SAID COMPANY; AND RELATED MATTERS. WHEREAS, the Village of Mount Prospect, Cook County, Illinois (the "Issuer") is a municipality duly organized and validly existing under the Constitution and the laws of the State of Illinois, and has a population in excess of 25,000 people; and WHEREAS, pursuant to Section 6(a) of Article VII of the Constitution of the State of Illinois, the Issuer is a home rule unit of government; and WHEREAS, pursuant to the Constitution and the laws of the State of Illinois, and particularly its home rule powers, the Issuer is authorized to issue its revenue bonds to aid in the financing of the costs of any multi-family housing project, for the purpose of providing decent, safe, sanitary housing for residents of the Village of Mount Prospect, Illinois, increasing employment and other public purposes; and WHEREAS, Urban Mount Prospect South Limited Partnership, an Illinois limited partnership (the "Company"), wishes to finance all or a portion of the cost of acquiring land, buildings and related improvements, furnishings, equipment and related property, constructing improvements thereto and acquiring furnishings, equipment and related property to be installed therein (the "Project"), all to be owned and operated by the Company as a multi-family housing facility and all to be located in the Village of Mount Prospect, Illinois, as further described in the attached Memorandum of Agreement; and WHEREAS, the Company wishes to have the Issuer issue one or more issues of its revenue bonds in one or more series for the Company or its designee, in an aggregate principal amount not to exceed a combined total of $10,000,000 (the "Bonds"), to provide financing for all or a portion of the cost of the Project, all in furtherance of the public purposes aforesaid; and WHEREAS, SO as to accomplish the public purposes aforesaid, the Issuer proposes to issue its revenue bonds pursuant to its home rule powers to finance the acquisition, construction and installation of the Project; and WHEREAS, it is deemed necessary and advisable, to accomplish the public purposes aforesaid, that the Project be undertaken at the earliest practicable date, and the Company has requested satisfactory assurances from the Issuer that the proceeds of the sale of one or more issues of Bonds in an aggregate principal amount not to exceed a combined total of $I0,000,000 to provide financing for all or a portion of the cost of the Project will be made available; and WHEREAS, a Memorandum of Agreement has been presented to the Issuer under the terms of which the Issuer agrees, subject to the provisions of said Memorandum of Agreement, to issue its revenue bonds to provide for the financing of all or a portion of the costs of the acquisition, construction and installation of the Project; and WHEREAS, all or a portion of the expenditures relating to the Project (the "Expen- ditures'') (i) have been paid within the 60 days prior to this Resolution, or (ii) will be paid on or after the passage of this Resolution; and WHEREAS, the Issuer (based on information supplied by the Company, on which the Issuer believes it is reasonable and prudent to rely) and the Company reasonably expect to reimburse themselves for the Expenditures with the proceeds of the Bonds or another borrowing; -2- NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, AS FOLLOWS: Section 1. The form, terms and provisions of the Memorandum of Agreement presented to this meeting are hereby approved. Section 2. The President of the Issuer is hereby authorized to execute and deliver, and the Village Clerk of the Issuer is hereby authorized to attest and to affix the official seal of the Issuer to, a Memorandum of Agreement with the Company in substantially the form of such Memorandum of Agreement as was presented to this meeting or with such changes therein as shall be approved by the officers executing the same, which Memorandum of Agreement is hereby made a part of this Resolution. Section 3. The officers, employees and designated agents of the Issuer are hereby authorized to take such further action as is necessary to carry out the intent and purpose of the Memorandum of Agreement, as executed, and to cause not more than a combined aggregate principal amount of $10,000,000 of the Bonds to be issued upon the terms and conditions stated in such Memorandum of Agreement. Section 4. The Company reasonably expects to reimburse the Expenditures with proceeds of the Bonds or another borrowing. Section 5. The Issuer reasonably expects to reimburse the Expenditures with the proceeds of the Bonds or another borrowing, based on the expectation of the Company, on which the Issuer believes it is reasonable and prudent to rely. Section 6. So as to accomplish the public purposes aforesaid and the Memorandum of Agreement, the Issuer will issue its Bonds in one or more series in an amount sufficient to finance all or a portion of the costs of the Project; provided, that the maximum principal amount of Bonds expected to be issued for the Project is $10,000,000. Section 7. The Issuer may choose to issue the Bonds as provided in this Resolution, or, pursuant to the Intergovernmental Cooperation Act (5 Illinois Compiled Statutes 1998, 220/1 et seq., as supplemented and amended) may choose to have another municipality issue the Bonds on behalf of the Issuer. Section 8. The Issuer hereby reserves its entire volume cap allocation for calendar year 2001 for allocation to the Bonds, and will, upon the payment of a fee equal to 2.25% of the amount of said volume cap, allocate such volume cap to the Bonds or ~ransfer said volume cap to any state agency or unit of government as shall be designated by Gates Capital Cooperation, such transfer to be evidenced by a writing executed by the President of the Issuer. Section 9. The Village Clerk of the Issuer is hereby authorized to determine, in consultation with the Company, a date for a public hearing on the plan of financing of the Project through the proposed issuance of the Bonds, as required by Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), and to publish a public notice of such hearing in such form as approved by the Company and bond counsel. Said public hearing date may be the date of any regular meeting of the President and Board of Trustees of the Issuer or any special meeting for which notice is duly given, and the notice shall be published in such newspaper as the Village Clerk of the Issuer, in consultation with the Company, may determine, but in any event not less than one time not less than fourteen (14) days prior to the public hearing date in a newspaper of general circulation in the vicinity of the site of the Project and in the Village of Mount Prospect, Illinois. Section 10. The Issuer hereby authorizes and approves the designation of Gates Capital Corporation to act as underwriter and Chapman and Cutler to act as Bond Counsel with respect to the issuance of the Bonds. -4- Section 11. All ordinances, resolutions, orders and parts thereof in conflict herewith are hereby superseded to the extent of such conflict. Section 12. If any section, paragraph, clause or provision of this Resolution shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Resolution. Section 13. This Resolution shall be in full force and effect from and after its passage and approval as provided by law. PASSED, APPROVED AND RECORDED this 4th day of Decembec ,2000. f----~ - / President / [SE~U] ATTEST: / ' ' Village Clerk' -- AYES: Cocoran, Hoefert, I_ohrstorfer, Dr~kkel, NAYS: None ABSENT OR NOT VOTING: Skowron -5- MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT (the "Agreement") is by and between the VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, a municipality and a home rule unit of government duly organized and validly existing under the Constitution and the laws of the State of Illinois (the "Issuer"), and URBAN MOUNT PROSPECT SOUTH LIMITED PARTNERSHIP, a limited partnership duly organized and validly existing under the laws of the State of Illinois (the "Company "). 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in this Agreement are the following: (a) The Issuer is a home rule unit of government under Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois, and is anthorized by its home rule powers to issue its revenue bonds to finance certain facilities, including without limitation multi-family housing facilities. (b) The Company wishes to finance all or a portion of the cost of the acquisition of land, buildings and related improvements, furnishings, equipment and related property, the construction of improvements thereto and the acquisition of fur~shings, equipment and related property to be installed therein (the "Project"), all to be owned and operated by the Company, or its designee, as a multi-family housing facility and all to be located in the Village of Mount Prospect, Illinois. The Company wishes to have the Issuer issue one or more issues of its revenue bonds in one or more series in an aggregate principal amount not to exceed a combined total of $10,000,000 (the "Bonds"), to finance all or a portion of the costs of the Project pursuant to its home rule powers and the provisions of the Internal Revenue Code of 1986, as amended (the "Code"). (c) The Bonds shall be special, limited obligations of the Issuer payable solely out of the revenues and receipts and other amounts received by or on behalf of the Issuer, pursuant to a loan agreement, lease agreement or other financing agreement between the Issuer and the Company or its designee. The Bonds and the interest thereon shall not constitute an indebtedness or a loan of credit of the Issuer, the State of Illinois or any political subdivision thereof, within the meaning of any constitutional or statutory provisions, and no owner of any such revenue bonds shall have the right to compel any exercise of the taxing power of the Issuer, the State of Illinois or any political subdivision thereof to pay the principal of, premium, if any, or interest on the Bonds. (d) The Issuer finds that the financing of the Project from the proceeds of the Bonds will be for the public purposes set forth in the resolution authorizing the execution and delivery of this Agreement by providing decent, safe, sanitary housing, by increasing employment and for the increased welfare and prosperity of the residents of the Village of Mount Prospect, Illinois. Subject to due compliance with all requirements of law, the Issuer, by virtue of such authority as may now or hereafter be conferred, subject to the holding of a public hearing on the financing of the Project through the issuance of the Bonds and matters disclosed at said public hearing, and subject to receipt of adequate assurance from the Company or its designee that there are one or more purchasers for the Bonds, will issue and sell one or more issues of the Bonds in one or more series in an aggregate principal amount not to exceed a combined total of $10,000,000, to pay all or a portion of the costs of the Project. 2. Undertakings on the Part of the Issuer. Subject to the conditions above stated, the Issuer hereby agrees as follows: (a) That it will authorize the issuance and sale of one or more issues of the Bonds in one or more series in an amount not to exceed a combined aggregate principal amount of $i0,000,000, pursuant to its lawful and constitutional authority, as then in effect; provided, that the Issuer may cause another municipality to issue the Bonds on its behalf. (b) That it will enter into a loan agreement, lease agreement or other financing agreement with the Company or its designee, whereby the Company or its designee will pay to, or on behalf of, the Issuer such sums as shall be sufficient to pay when due the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable. (c) That it will take such further action and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 3. Undertakings on the Part of the Company. Subject to the conditions above stated, the Company hereby agrees as follows: (a) That it will use all reasonable efforts to find one or more purchasers for the total amount of Bonds of each issue prior to requesting any further approval by the Issuer for such issue. (b) That contemporaneously with the delivery of the Bonds it, or its designee, will enter into a loan agreement, lease agreement or other financing agreement, with the Issuer, under the terms of which the Company or its designee will obligate itself to pay to or on behalf of the Issuer sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the Bonds as and when the same shall become due and payable. The Company, or its designee, will also pay directly to the Issuer its reasonable fees and the reasonable fees and expenses of bond counsel in connection with the issuance of the Bonds. (c) That it will take such further action and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. -2- 4. General Provisions. (a) All commitments of the Issuer under paragraph 2 hereof and of the Company under paragraph 3 hereof are subject to the conditions that on or before December 31, 2001 (or such other date as shall be mutually satisfactory to the Issuer and the Company), the Issuer and the Company shall have agreed to mutually acceptable terms and conditions of the loan agreement, lease agreement or other financing agreement referred to in paragraphs 2 and 3 above and of the Bonds and other instruments or proceedings relating to the Bonds. (b) If the events set forth in (a) of this paragraph do not take place within the time set forth or any extension thereof and the Bonds in an amount of approximately the amount stated above are not sold within such time, the Company agrees that it will reimburse the Issuer for all reasonable and necessary direct out-of-pocket expenses which the Issuer may incur at the request of the Company arising from the execution of this Agreement and the performance by the Issuer of its obligations hereunder, and this Agreement shall thereupon terminate. (c) The Company acknowledges that under the Code and Illinois law the allocation of authority to issue tax exempt private activity bonds during the term of this Agreement may be limited to an amount less than the proposed principal amount of the Bonds. The Issuer makes no representation or warranty that the Bonds will receive any necessary allocation of such authority to issue tax exempt private activity bonds, except as otherwise provided in the resolution authorizing the execution and delivery of this Agreement. (d) If, by reason of any limitation under the Code or for other cause, the Issuer is prevented from fulfilling its undertakings hereunder in accordance with the intent of the parties hereto, then at the request of the Company or otherwise this Agreement shall be assigned with full substitution by the Issuer to the Illinois Development Finance Authority or other state or local agency having power to finance the Project and willing to accept such assignment, and upon such assignment all obligations of the Issuer hereunder shall terminate. -3-