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HomeMy WebLinkAboutOrd 3386 12/20/1983ORDINANCE NO. 3386 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $5,000,000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (GRACO INC. PROJECT), SERIES 1983; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BONDS: AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF SAID BONDS TO THE PURCHASER THEREOF AND RELATED MATTERS PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES THE 20th DAY OF DECEMBER, 1983 Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois, the 22nd day of December, 1983 ORDINANCE NO. 3386 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $5,000,000 AGGREGATE PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REVENUE BONDS (GRACO INC. PROJECT), SERIES 1983; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS AND GRACO INC.; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BONDS; AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF SAID BONDS TO THE PURCHASER THEREOF AND RELATED MATTERS. WHEREAS, the Village of Mount ProsPect, Illinois (the Municipality), a municipality duly organized and validly existing under the Constitution and laws of the State of Illinois, is authorized and empowered as a home rule unit under the Illinois · Constitution and pursuant to the provisions of its Ordinance No. 2925, as amended (the "Enabling Ordinance"), to issue its revenue bonds to finance the costs of any development project (as defined in the Enabling Ordinance) in order to relieve conditions of unemployment, to encourage the increase of industry within the Village of Mount Prospect, thereby reducing the evils attendant upon unemployment, and to provide for the increased welfare and' prosperity of the residents of the Village of Mount Prospect; and WHEREAS, as a result of negotiations between the Municipality and Graco Inc., a Minnesota corporation (the Company), the Company has entered into a contract for the acquisition of land and an existing building and proposes the restoration and remodeling thereof and installation of certain items of equipment therein (hereinafter referred to as the "Project"), which constitute a development project under the Enabling Ordinance, and the Municipality is willing to issue its revenue bonds to finance the cost of the Project and to enter into a loan agreement with the Company upon terms which will produce revenues sufficient to provide for the prompt payment at maturity of the principal and interest on such bonds; and WHEREAS, it is necessary and proper for the interests and convenience of the Municipality and its inhabitants to authorize the financing of the Project; and WHEREAS, it is.necessary tO authorize the execution of a loan agreement between the Municipality and the Compahy under the terms of which the Municipality will loan the proceeds of the sale of the revenue bonds to the Company to finance a portion of the costs of acquisition of 'the Project, the payments to be paid by the Company to the Municipality in repayment of the loan to be sufficient to pay at maturity the principal and interest on such revenue bonds; and and Association, as Trustee (the Trustee) for the pursuant to which the said revenue bonds will WHEREAS, the Company will enter into Trustee to secure such revenue bonds prior to bond proceeds; and WHEREAS, it is necessary for the Municipality to execute deliver an indenture to Norwest Bank Minneapolis, National bondholders be issued; and a mortgage with the the release of any WHEREAS, it is necessary to authorize the sale of revenue bonds and to execute a bond purchase agreement in connection therewith; and said WHEREAS, the Municipality has caused to be prepared the following documents, which the Municipality proposes to enter into, copies of which are attached hereto, labelled Exhibits A,.B and C, respectively, and made a part of this Ordinance by reference: '1. The Loan Agreement dated as between the Municipality and the Company (Exhibit A); of December 1, 1983, (the Loan Agreement); 2. The Indenture of Trust dated as of December 1, 1983 (the Indenture), between the Municipality and the Trustee, setting forth terms, conditions and security requirements for the proposed bond issue to finance the Project (Exhibit B); 3. The Bond Purchase Agreement dated as of December 1, i983 (the Bond Purchase Agreement), among the Municipality, the Company and Bankers Trust Company, as Purchaser (the Purchaser) (Exhibit C). NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COUNTY OF COOK, STATE OF ILLINOIS, AS FOLLOWS: Section 1. The acquisition, construction and equipping of the Project by the Company, and the lending of the proceeds of the Bonds (as hereinafter defined) to the Company, is hereby authorized and determined to be in the pu'blic interest and for a public purpose, namely, to relieve conditions of unemployment, to encourage the increase of industry within the corporate limits of the Municipality~ thereby reducing the evils attendant upon unemployment, and to provide for the increased welfare and prosperity of the residents of the Municipality. Section 2. For the purpose of paying the costs incurred by the Company in connection with the acquisition, construction and equipping of the Project, including necessary expenses incidental thereto, there are hereby authorized to be issued the revenue bonds of the Municipality in the aggregate principal. amount of $5,000,000, which shall be designated 'Industrial Development Revenue Bonds (Graco Inc. Project), Series 1983" (the Bonds), and shall be payable as to principal and interest in lawful money of the United States of America. The Bonds shall be executed on behalf of the Municipality by the Village President and the Village Cl'erk by their respective manual or facsimile signatures; shall have the official seal of the Municipality impressed thereon; and shall be authenticated by an authorized officer of the Trustee. The Bonds shall be dated, shall mature, shall bear interest and shall be redeemable as provided in the Indenture. ' Section 3. The Bonds shall not be general obligations of the Municipality, but shall be limited ~bligations payable solely out of the income and revenues derived from the Proj.ec~. No holder of the Bonds shall have the right to compel any exercise of taxing power of the Municipality to pay the Bonds, the interest or premium, if any, thereon, and the Bonds do not constitute an indebtedness of the Municipality or a loan of credit thereof within the meaning of any constitutional or statutory provision. It shall be plainly stated on the face of each Bond that it has been issued under the provisions of the -2- Enabling Ordinance and that it does not constitute an indebtedness of the Municipality or a loan of credit thereof within the meaning of any constitutional .or statutory provisions. Section 4. The Bonds shall be in substantially the forms thereof set forth in the Indenture, with necessary or appropriate variations, omissions and insertions as permitted required by the Indenture. or Section 5. The Bonds shall be issued in. compliance with and under the authority of the provisions of the Enabling Ordinance, this Ordinance and the Indenture. Section 6. While the Bonds shall remain outstanding and unpaid,, the Municipality here~y_~9~en99t~_ ~gr~es~ith.the holders~ from ti~e-t6'~i~e-6f ~he Bonds that it Will n~ issue any 9ddi~ional bonds or incur any obligations of any sort secured by a lien prior to or on a parity with the lien of the Bonds, except as expressly permitted under the provisions of the Indenture. Section 7. It is hereby found, determined and declared that the amounts payable under the Loan Agreement are the amounts necessary in each year to pay the principal of, premium, if any, and interest on the Bonds and that the payments and other monetary obligations undertaken by the Company in the Loan Agreement are sufficient to satisfy the obligations required by the Enabling Ordinance to be undertaken by the Company. The Loan Agreement provides that the Company shall operate and maintain the Project. Section 8. The form, terms and provisions of the proposed Indenture are hereby, in all respects, approved and the Village President and the Village Clerk are hereby authorized, empowered and directed to execute, acknowledge and deliver the Indenture in the name of and on behalf of'the MuniciPality, and thereupon to cause the Indenture to be executed and acknowledged by and delivered to the Truste~, and ~th9 Indenture shall constitute a lien on and an assignment of the amounts payable by the Company under the Loan Agreement. The Indenture, as executed and delivered, Shall be in su~stantia!ly the forTM thereof attached hereto as Exhibit B and hereby approved, or with SuCh ~changes therein as shall be approved by the officers of the Municipality executing the same, their execution thereof to constitute con- clusive evidence of their approval of any and all changes or revisions therein from the fOrm of Indenture, and from and after the execution and delivery of the Indenture, the officers, ~gents and employees of the Municipality are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Inde~3~a~ex~c~e~ Section 9. The form, terms and provisions ~f the proposed Loan Agreement ~qd ~o~nd_Pur~has~ Agreement.a~e.~r~., ........ in all respects, approved'and the Village President and th~ Village Clerk are hereby authorized, empowered and directed t° execute, acknowledge and deliver the Loan Agreement and Bond Purchase Agreement. The Loan Agreement and Bond Purchase Agreement as executed and delivered shall be in substant~a!iy the forms thereof attached hereto as Exhibits A and C and hereby approved, or with such changes therein as shall be approved by the officers of ~e.MDnicipality executing the-same, their execution -3- thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the forms thereof; and from and after the execution and delivery of the Loan Agreement and Bond Purchase Agreement the officers, agents and employees of the Municipality are hereby authorized, empowered and directed to do all such acts'and things and to. ~xec~_~a~uc~ d~u~.~ts as may be necessary to carry out and comply with the provisions of th~ Loan Agreement and Bond Purchase Agreement as executed. Section 10. The sale of the Bonds to the Purchaser at the price therefor set forth in the Bond PurchaSe Agreement is hereby approved. Section 11. The Village President and the Village Clerk,'for and on behalf~of-the Municipality,. are hereby authorized and directed to do any and all things necessary to- 'effect the execution and de!ive~y_of_the Loan Agreement by the Company, the execution and delivery of the Bond Purchase Agreement by the Purchaser and the Company, and the execution and delivery of the Indenture and acceptance thereof by the Trustee, the performance of all other obligations of the Municipality under and pursuant to the LOan Agreement, the Indenture and the Bond Purchase Agreement, the execution and delivery of the Bonds, and the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by the Enabling Ordinance, this Ordinance, the Loan Agreement, the Bond Purchase Agreement and the Indenture. The Village President and the Village Clerk are hereby further authorized and directed for and on behalf of the Municipality to execute all papers, documents, certificates and other instruments that may be required for the carrying out of the authority conferred by the Enabling Ordinance, this Ordinance, the Bond Purchase Agreement, the Loan Agreement and the Indenture, or to evidence the said authority and its exercise. Section 12. Proceeds of the Bonds shall be held by the Trustee and invested at the direction of the Company, which will agree to bear the risk of any loss.that'may occur. It is hereby found that such authorization will not involve any undue risk of loss of funds derived from the general revenue of the Municipality. Section 13. The Municipality hereby_.elects to have the provisions of Section 103(b)(6)(D)'of the Internal Revenue Code . of 1954, as amended, apply to the hereinabove described bond issue. Section 14. The provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Section 15. ~11 ordinances, r~solutions, ~rders or parts the%eof in confl~ct with t~e pro~i'6ns"°f'~hi~-or~i~C~ are, to the extent of such confllct, hereby superseded. -4- Section 16. This Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form, in accordance with law. PASSED this APPROVED this 20thday of December, 1983. AYES: Arthur, Farley, Flores, Murauskis,_Van Geem, Wattenberg NAYS: None ABSENT:. None Carolyn ~. Krause Village President ATTEST: Carol A. Fields, Village Clerk