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HomeMy WebLinkAboutRes 29-02 05/21/20025/16/02 RESOLUTION 29-02 A RESOLUTION AUTHORIZING EXECUTION OF AN AMENDED INTERGOVERNMENTAL AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT AND THE MOUNT PROSPECT LIBRARY WHEREAS, a Primary Election was held in and for the Village of Mount Prospect on March 19, 2002; and WHEREAS, a referendum question was presented to the electors of the Village of Mount Prospect in said Primary Election, at which time the referendum question received a greater number of affirmative votes, determining that the Village should issue general obligation bonds for the renovation and expansion of the Mount Prospect Library; and WHEREAS, on April 16, 2002, the Corporate Authorities of the Village of Mount Prospect determined that it was in the best interests of the Village to participate with the Mount Prospect Library in the issuance of general obligation bonds in an amount not to exceed $20,500,000, bearing interest at a rate not to exceed six-percent (6%) per annum; and WHEREAS, on April 16, 2002, Resolution No. 25-02 was approved bythe Mount Prospect Village Board, authorizing the Village to enter into an intergovernmental agreement ("the Agreement'~ for the issuance of said bonds; and WHEREAS, subsequent to April 16, 2002, upon further review by the Mount Prospect Library Board and legal counsel, said Agreement was amended. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS: SECTION ONE: That the Mayor is hereby authorized to sign and the Clerk is authorized to attest his signature on the amended Agreement between the Village of Mount Prospect and the Mount Prospect Library, being the subject of this Resolution, a copy of said Agreement is attached hereto and hereby made a part hereof as Exhibit "A". OMP/MPL bonds Page 2/2 SECTION TWO: That this Resolution shall be in full force and effect from and after its passage and approval in the manner provided by law. AYES: NAYS: ABSENT: Lohrstorfer, Skowron, Wilks, None Corcoran, Hoefert PASSED and APPROVED this 21 s t day of Zadel May ,2002. ATTEST: Velma W.L~c~ef~'' ~ - Village Clerk Mayor INTERGOVERNMENTAL AGREEMENT THIS INTERGOVERNMENTAL AGREEMENT is entered into this day of my ~1 , 2002, by and between the VILLAGE OF MOUNT PROSPECT, ILLINOIS (hereinafter "the VILLAGE"), an Illinois home rule municipal corporation, and the MOUNT PROSPECT LIBRARY (hereinafter "the LIBRARY"), an Illinois Village Public Library. WHEREAS, Article VII, Section 10, of the Illinois Constitution provides that units of local government may contract among ~themselves, to obtain or share services, to exercise, combine or transfer any power or function in any manner not prohibited by law or ordinance, and may use their revenues to pay costs related to intergovernmental activities, Cooperation Act, and that one with any one or more other governmental service, activity and the Illinois Intergovernmental or more public agencies may contract public agencies to perform any or undertaking which any of the public agencies entering into the contract is authorized by law to perform; and WHEREAS, the LIBRARY, not having the legal authority to directly cause municipal bonds to be issued, desires the VILLAGE to cause general obligation bonds to be issued in the amount of $20,500,000 to fund the expansion of and improvement to the existing public library (the "Project~); and WHEREAS, the VILLAGE has approved the plan of the LIBRARY for the construction of the Project; and WHEREAS, the VILLAGE has agreed to provide for the issuance of general obligation bonds in the amount of $20,500,000(the ~Bonds") to pay the costs of the Project pursuant to 75 ILCS 5/5-2; and WHEREAS, the VILLAGE, in return for issuing the Bonds, desires the LIBRARY, pursuant to 75 ILCS 5/4-7, to assume full responsibility for the repayment of the bonds, inclusive of principal and interest, and all costs associated with the bond issue as well as for the construction of the Project; and WHEREAS, the VILLAGE and the LIBRARY desire a third party depository to retain control of the proceeds of the Bonds (the "Bond Proceeds") and that the LIBRARY shall remit to the VILLAGE all monies received from the Cook County Collector as taxes collected for payment of principal and interest thereon, as more particularly set forth in Section 6 herein below; and WHEREAS, the VILLAGE and the LIBRARY have subsequently entered into negotiations and, as a result of these negotiations, the VILLAGE and the LIBRARY have each determined that it is advisable and in their best interests to enter into an agreement. NOW, THEREFORE, based on the mutual promises and consideration set forth herein, the terms and valuable consideration, hereby acknowledged, and conditions hereof, and other good the receipt and sufficiency of which is the parties hereto agree as follows: Section 1. Incorporation of Recitals The foregoing recitals shall be and are hereby incorporated into and made part of this Agreement as though they were fully set forth in this Section 1. Section 2. Issuance of the Bonds The VILLAGE shall issue its Bonds pursuant to an ordinance (the "Bond Ordinance"). The proceeds of the Bonds shall be retained initially in the care and custody of its Treasurer/Finance Director who shall thereupon remit the proceeds to the financial institution Section 3 of this Agreement and shall do so applicable federal, state and local laws and The VILLAGE shall have the right to select both bond and an appropriate financial advisor for the Bond Administrator of Bond Proceeds provided for in pursuant to all regulations. legal counsel Issue. Section 3. The VILLAGE and the LIBRARY shall 'select an independent financial institution (the ~DEPOSITORY") to retain custody of and administer the Bond Proceeds during the period that this Agreement remains in force. Section 4. Payments from Bond Proceeds The VILLAGE's and the LIBRARY's agreement with the DEPOSITORY shall provide that the DEPOSITORY shall receive warrants issued by the Treasurer of the Board of Library Trustees. The warrants shall be supported by certificates, as required by the Contract between - 3 - the LIBRARY and its architect and contractor, for payments and payees. the listed payees the and shall list items The DEPOSITORY shall then distribute to amounts so listed and certified, in accordance with the terms of the Contract between the LIBRARY and its Contractor. In addition, the DEPOSITORY shall, upon receipt of the warrants issued by the Treasurer of the Board of Library Trustees, distribute to the listed payees the amounts requested as required by the Local Government Prompt Payment Act, 50 ILCS 505/1, et seq. The warrants shall list for payment any other items related to the Project as are allowed to be paid from the Bond Proceeds by the provision of the Bond Ordinance and the payees. The Treasurer of the Board of Library Trustees shall issue such warrants in a timely fashion. The VILLAGE does not make any warranty, either express or implied, that the moneys on deposit in the Project Fund will be sufficient to pay all costs incurred in connection with the Project. The DEPOSITORY shall also pay the legal, fiscal and administrative costs of issuance out of the Bond Proceeds. During the period when there are funds remaining in the Project Fund, the DEPOSITORY shall also be rebate calculation each Internal Revenue Service. Section 5. The VILLAGE's shall provide that required to contract for the arbitrage year as required by the United States Investment of Bond Proceeds and t~e LIBRARY's agreement with the DEPOSITORY the DEPOSITORY shall invest the Bond Proceeds as - 4 - provided by law and as directed by the LIBRARY subject to written approval by the VILLAGE, which approval shall not be unreasonably withheld, conditioned or delayed, and shall report monthly to the VILLAGE and the LIBRARY, pursuant to Section 6 of the Intergovernmental Agreement, interest earnings and expenses pertaining to such investment as such expenses are charged by any third parties. Section 6. The LIBRARY Custody of Taxes Collected for Debt Service shall approve and certify budgets and levy tax extension determinations in amounts sufficient to cover the repayment of all principal and interest on the Bonds issued by the VILLAGE as they come due, as well as all costs incurred by the VILLAGE under Section 8 of this Agreement. The LIBRARY shall hold monies received from such determinations as they are received from the Cook County Treasurer and remit the monies to the VILLAGE on a semiannual basis. The payments shall be due on May 1, and November 1, of each year. Furthermore, the LIBRARY agrees to remit to the VILLAGE a balloon payment on November 1, 2021 in an amount sufficient to cover the December 1, 2021 principal and interest payment, the June 1, 2022 interest payment, and the December 1, 2022 principal and interest payment. The VILLAGE shall also keep in the care and custody of its Treasurer/Finance Director the · property taxes remitted to it which have been collected pursuant to statute for payment of the principal and interest on the Bonds. - 5 - Section 7. Reports The VILLAGE and the LIBRARY's agreement with the DEPOSITORY shall provide that the DEPOSITORY shall provide the VILLAGE and the LIBRARY with monthly reports containing an accounting of all activity pertaining to the Bond Proceeds and interest earned thereon which the DEPOSITORY holds in his or her care and custody pursuant to this Agreement. The DEPOSITORY shall also be required to report the results of the annual arbitrage rebate calculation as provided in Section 4 of this Agreement to the VILLAGE and the LIBRARY. Such reports shall be made and presented in accordance with generally accepted accounting principles. Section 8. Costs of Bond Issuance and Administration The LIBRARY shall pay the costs of the Bond Issuance and administrative costs due to third parties, including but not limited to, attorney's fees, including fees for bond counsel and fees for the Village Attorney associated with the Bond Issuance and/or administration, and for underwriter, financial consultant, investment and arbitrage services where such services are reasonably necessary and appropriate and the services of the DEPOSITORY. Should arbitrage laws make rebates necessary and amounts required to be rebated are not available from Bond Proceeds, the LIBRARY shall provide all additional amounts necessary to meet the requirements of the law. - 6 - Section 9. Tax Covenants. The Library shall not take or omit to take any action lawful and within its power to take, which action or omission would cause interest on any Bond to become subject to federal income taxes in addition to federal income taxes to which interest on such Bond is issuance thereof. The Library shall not permit facilities financed with such proceeds, that would cause any Bond to constitute subject on the date of original any Bond Proceeds, or any to be used in any manner a "private activity bond" within the meaning of Section 141 of the Internal Revenue Code of 1986. The Library shall not permit any Bond Proceeds, or other moneys to be invested in any manner that would cause any Bond to constitute an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code of 1986 or a "hedge bond" within the meaning of Section 149(g) of the Internal Revenue Code of 1986. Concurrently with the issuance of the Bonds, the Village and the Library will jointly execute and deliver a tax compliance certificate establishing their reasonable expectations as to the investment and expenditure of the Bond Proceeds and the use of the facilities to be financed by the application of such proceeds. The Library shall hold the Village, its officers, agents and employees harmless and indemnified from and against any claims of whatever - 7 - kind or nature that might be made against the Village on account of the Village's execution of the tax compliance certificate. Section 10. Termination This Agreement shall terminate upon the final payment of principal and interest on the Bonds. The agreement with the DEPOSITORY shall cease upon the Project Fund. Section 11. This Agreement final disbursement of moneys in the Complete Understanding. sets forth all of the promises, agreements, conditions and understandings between the parties regarding the subject matter of this Agreement, and there are no promises, agreements, conditions and understandings, either oral or written, other than the contents of this Agreement. Section 12. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the VILLAGE, and the LIBPJ~RY, and their respective legal representatives and successors. Section 13. Partial Invalidity. The clauses, provisions and sections of this Agreement are deemed by the parties to be separable and the invalidity of any portion of this Agreement shall not effect the validity of the remainder. - 8 - Section 14. Notices. Ail notices and demands required hereunder shall be in writing and shall be deemed to have been given or made when delivered personally or when mailed by registered or certified m~il, postage prepaid, addressed as follows: For the VILLAGE: Village Treasurer/Finance Director Village Hall 100 South Emerson Avenue Mount Prospect, Illinois 60056 with a required copy to: Everette M. Hill, Jr., Esq. Klein, Thorpe and Jenkins, Ltd. 20 North Wacker Drive, Suite 1660 Chicago, IL 60606-2903 o Library Director Mount Prospect Public Library 10 South Emerson Street Mount Prospect, Illinois 60056 with a required copy to: Lawrence L. Summers, Esq. Shawn S. Magee, Esq. Vedder Price 222 N.LaSalle Street, Suite 2400 Chicago, IL 60601 or at other such addresses as the parties may indicate in writing to the other either by personal delivery or by certified or registered mail, return receipt requested, with proof of delivery thereof. - 9 - Section 15. Execution This Agreement is entered into by the duly authorized agents of the Parties, each acting pursuant to the laws and ordinances governing their designation as signatories of the Agreement. ATTEST: By. Village Clerk VILLAGE OF MOUNT PROSPECT, an Illinois home rule Municipal corporation ~~ MOUNT PROSPECT PUBLIC LIBRARY -- ~residen~, ~-oa'~d -~ Library Trustees of the Village of Mount Prospect ATTEST: By: ~S~ecret~y,' Board of Library trustees of the Village of Mount Prospect I: kDebt\2002 Library G. O~intergoverr~mentalagreementre_bondissue-5-10-02. doc