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HomeMy WebLinkAboutOrd 3274 11/03/1982 RDINANCE NO. 3274 AN ORDINANCE PROVIDING FOR THE FINANCING BY THE VILLAGE OF MOUNT PROSPECT, ILLINOIS, OF AN ECONOMIC DEVELOPMENT PROJECT CONSISTING OF BUILDINGS, IMPROVEMENT~, MACHINERY, EQUIPMENT AND RELATED PROPERTY IN ORDER TEAT EXCHANGE NATIONAL BANK OF CHICAGO, NOT PERSONALLY, BUT AS TRUSTEE OF TRUST NUMBER 39628 DATED AS OF FEBRUARY 1, 1982 MAY BE PROVIDED WITH FACILITIES TO RELIEVE CONDITIONS OF UNEMPLOYMENT WITHIN THE VILLAGE THEREBY REDUCING THE EVILS ATTENDANT UPON UNEMPLOYMENT: AUTHORIZING THE ISSUANCE OF ITS $1,150;000 ECONOMIC DEUELOPMENT REVENUE BOND (XYTEL CORPORATION PROJECT) IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS AND EXCHANGE NATIONAL BANK OF CHICAGO, NOT PERSONALLY, BUT AS TRUSTEE OF TRUST NUMBER 39628: AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BOND; AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF SAID BOND TO THE PURCHASER THEREOF ~ND RELATED MATTERS. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES THE 3rd DAY OF November , 1982. Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois., the 4th day of November , 1982. alidl~ Illinoi 6(a) of of OrdJ Truste~ suppler r evenu~ projec~ of une encour of Mou unemp1 of the and E) Trust~ ORDINANCE NO. 3274 AN ORDINANCE PROVIDING FOR THE FINANCING BY THE VILLAGE OF MOUNT PROSPECT, ILLINOIS, OF AN ECONOMIC DEVELOPMENT PROJECT CONSISTING OF BUILDINGS, IMPROVEMENTS, MACHINERY, EQUIPMENT AND RELATED PROPERTY IN ORDER THAT EXCHANGE NATIONAL BANK OF cHICAGo' N~T pERSONALLY, BUT AS TRUSTEE OF TRUST NUMBER 39628 DATED AS OF FEBRUARY 1, 1982 MAY BE PROVIDED WITH FACILITIES TO RELIEVE CONDITIONS OF UNEMPLOYMENT WITHIN THE VILLAGE THEREBY REDUCING THE EVILS ATTENDANT UPON UNEMPLOYMENT: AUTHoRIZiNG THE ISSUANCE OF ITS $1,150,~00 EcoNOMIc DEVELOPMENT REVENUE BOND (XYTEL CORPORATION PROJECT) IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS AND EXCHANGE NATIONAL BANK OF CHICAGO, NOT PERSONALLY, BUT AS TRUSTEE OF TRUST NUMBER 39628: AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BOND; AND AUTHORIZING THE EXECUTION OF A BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE OF SAID BOND TO THE PURCHASER THEREOF AND RELATED MATTERS. WHEREAS, the IssUer, a municipality duly organized and existing under the Constitution and laws of the State of is authoriZed and empowered by the provisions of Section Article VII of the Illinois Constitution and the provisions lance No. 2925 duly adopted by the President and BOard of of the Issuer on July 17, 1979, as from time to time nted and amended (the "Enabling Ordinance") to issue its bOnds to finance the costs of any economic development to the end that the Issuer may be able to relieve conditions ployment, to maintain existing levels of employment and to e the increase of industry and commerce within the Village ~t Prospect, thereby reducing the evils attendant upon ,yment and provide for the public safety, benefit and welfare residents of the Village of Mount PrOspect; and W~EREAS, as a result of nego%iations between the IsSUer ~hange National Bank of Chicago, not personally, but as of Trust Number 39628 (hereinafter Sometimes referred to as by 198 Iss Aug Sur' of the acqu whic f in~ t!I withi rece of t fort afte to X unde ( the S. and fina Loan of wi ich the Issuer will loan the proceeds of the sale revel ue t~nds to the Borrower to finance a portion of ~e" wer"), and in rei[~nc~ upon a resol ~e President and Board of T~ust~e~ of the Issuer on August 4, and in reliance upon a Memorandum of Agreement between the ~r and Xytel Corporation, an Illinois corporation, dated ~t 4, 1981 (the owners of the shares of Xytel Corporation are .t S. Randhava and Sarabjit Randhava who are also the partners ~e Randhava Brothers Partnership which is the beneficiary of ~orrower), the Borrower has entered into contracts for the [sition of a building (hereinafter referred to as the "Project"), constitute an economic development project under the Enabling ance, and the Issuer is willing to issue its revenue bonds to %ce the cost of the Project and to enter into a loan agreement the,Borrower upon terms which will produce revenues and ~ts sufficient to provide for the prompt payment at maturity ~e principal and interest on such revenue bonds, all as set in the details and provisions of the Loan Agreement herein- identified, and the Project will be leased by the Borrower tel Corporation, an Illinois corporation (the "Company") the terms of a Lease Agreement dated as of October 1, 1982 "Lease") and the revenue bonds will be guaranteed by Surjit ~ndhava, Sarabjit Randhava and Mary E. Randhava; and WHEREAS, it is necessary and proper for the interests onvenience of the Issuer and its inhabitants to authorize the cing of the Project; and WHEREAS, it is necessary to authorize the execution of a Agreement between the Issuer and the Borrower under the terms of the the costs of -2- cquisition of the Project, to the Issuer in repayment of the loan maturity the principal and interest on authorized; and WHEREAS, it is necessary for deliver an Indenture of Trust to River the payments to be paid by the to be sufficient to pay at the revenue bond hereinaft the Issues to execute and Forest State Bank and Trus Company, as Trustee (the "Trustee") for the bondholders pursuant to which the said revenue bond will be issued; and WPIEREAS, the Borrower will enter into a Mortgage and Security Agreement (the "Mortgage"), said Mortgage to be to the Issuer and assigned by the Issuer to the Trustee to secure such revenue bond~ and WHEREAS, it is necessary to authorize the sale of said revenue bond and to execute a Bond Purchase AgreemenL in connec- tion therewith; and WHEREAS, Surjit S. Randhava, Sarabjit Randhava and Mary E. Randhava will enter into a Guaranty Agreement (the "Guaranty") to the Trustee; and WHEREAS, the Issuer has caused to be prepared and ted to this meeting the following documents, which the Issuer proposes to enter into: 1. The Loan Agreement dated as of October 1, 1982, between the Issuer and the Borrower (the "Loan Agreement"); 2. The Indenture of Trust dated as of October 1, 1982 (the "Indenture"), between the Issuer and the Trustee, setting forth '~erms, conditions and security requirements for the propose bond issue to finance the Project and containing the form of the Issuer's Economic Development Revenue Bond (Xytel Corporation -3- in the principal amount of Pro-~ct) (~e "Bond") to be issued $1, i0,000; and 3. The Bond Purchase Agreement to be Oct er 1, 1982 (the "Bond Purchase Agreement"), the ~orrower and River Forest State Bank and Trust Company, Purclaser (the "Purchaser"). NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOAR OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COUNTY OF COOK STATE OF ILLINOIS, AS FOLLO%~S: Section 1. That the form, terms and provisions of the prop sed Loan Agreement and Indenture be, and they hereby are, in all espects approved, and that the President and the Village Clef of the Issuer be, and they are hereby authorized, empowered and [rected to execute and deliver such instruments in the name and n behalf of the Issuer, to cause the Loan Agreement to be deli ered to the Borrower and to cause the Indenture to be delivered to t e Trustee; that the Indenture shall constitute a lien for the secul ity of the Bond and upon all right, title and interest of the Issu. r in and to the Loan Agreement (except for certain rights of dated as of among the Issuer, as the sory and paya here Loan resp appr offi to c ssuer to indemnification and payment of expenses), the promis- note of the Borrower (the "Note") delivered pursuant thereto he Mortgage and in and to the payments, revenues and recipts le to the Issuer pursuant thereto, and said revenues are ,y and in the Indenture pledged for such purpose; that the Agreement and the Indenture are to be in substantially the ~ctive forms thereof submitted to this meeting and hereby ,ved, with such changes therein as shall be approved by the ials of the Issuer executing the same, their execution thereof nstitute conclusive evidence of their approval of any and all -4- char deli of all be inst prot the her~ Pure the~ the tia] app] of fi thel and meni ent~ exe( and dir~ com' the ~es or revisions therein from and after ,ery of such instruments, the officials, the execution and agents and employees ~e Issuer are hereby authorized, empowered and directed to do ;uch acts and things and to execute all such documents as may ~cessary to carry out and comply with the provisions of such ~uments as executed. Section 2. That the form, terms and provisions of the ~sed Bond Purchase Agreement, a copy of which is before this .ng, be, and it hereby is, in all respects approved, and that 'resident and the Village Clerk of the Issuer be, and they ~y are, authorized, empowered and directed to execute the Bond xase Agreement in the name and on behalf of the Issuer and ~upon Lo cause the Bond Purchase Agreement to be delivered to 'urchaser; that the Bond Purchase AgreemenL is to be in substan- ~y the form thereof submitted to this meeting and hereby ~ved, with such changes therein as shall be approved by the :ials of the Issuer executing the same, their execution !of to constitute conclusive evidence of their approval of any ~11 changes or revisions therein from the form of such instru- hereby approved; that the Bond Purchase Agreement shall be :ed into with the Purchaser; and that from and after the Ltion and delivery of such instrument, the officials, agents ~mployees of the Issuer are hereby authorized, empowered and :ted to do all such acts and things necessary to carry out and .y with the provisions of such instrument as executed. Section 3. That the President or the Village Clerk of issuer be and are hereby authorized, empowered and directed to to be prepared the $1,150,000 principal amount Bond of the -5- I ssu the at by and the 1, sem pro~ the] anm shad in the the witt of afl Cle~ att~ the prir meet ins~ sai¢ con~ stool Bone r, bearing interest from the date of first disbursement on )alance of the principal remaining from time to time outstanding rate equal to 72-1/2% of the rate charged from time to time bver Forest State Bank and Trust Company, River Forest, Illinois _dentified by it as its Prime Rate (hereinafter referred to as 'Prime Rate"), said interest rate to be established on November )82 to be effective until May 1, 1983 and to be established ~nnually thereafter on each subsequent November 1 and May !, .ded however that in no event shall the interest rate charged ~under be less than nine and one-half percent (9-1/2%) per or be more than sixteen percent (16%) per annum. The Bond be subject to mandatory and optional redemption as set forth e Indenture, as executed. The Bond shall be in substantially ~orm set forth in said Indenture (as executed and delivered); ~ond shall be executed and attested in the name of the Issuer the manual signature of the President and the manual signature ~e Village Clerk of the Issuer; the seal of the Issuer may be ~ed thereto or imprinted thereon; the President or Village [ of the Issuer shall cause the Bond, as so executed and :ted, to be delivered to the Trustee for authentication and ?rustee is hereby requested to authenticate the $1,150,000 ~ipal amount Bond; and the form of the Bond submitted to this .ng as the same appears in the Indenture, subject to appropriate 'tion and revision in order to comply with the provisions of Indenture be, and the same hereby ms, approved, and when the shall be executed on behalf of the Issuer in the manner ~mplated by the Indenture and this Ordinance in the principal ~t of $1,150,000, of the Issuer. it shall represent the approved form of the -6- Iss~ Bond pro~ of the suc~ ass~ all wit~ the her~ the thi~ Bone the res~ pro% decl sect vlsi 1954 Section 4. That the President or Village Clerk of the r to be and are hereby authorized, empowered and directed to and sell to the Purchaser the $1,150,000 principal amount at a price of 100K of the principal amount thereof, as ded in the Bond Purchase Agreement. Section 5. That from and after the execution and delivery ~id documents, the proper officials, agents and employees of Issuer are hereby authorized, empowered and directed to do all acts and things, indicating without limitation endorsement or 5mment of the Note, the Mortgage and the Lease, and to execute .uch documents as may be necessary to carry out and comply the provisions of said documents as executed and to further ~urposes and intent of this Ordinance, including the preamble to. Section 6. That all acts and doings of the officials of Issuer which are in conformity with the purposes and intent of Ordinance and in furtherance of the issuance and sale of the in the principal amount of $1,150,000 and the financing of ,roject to that amount be, and the same hereby are, in all ~cts, approved and confirmed. Section 7. That the provisions of this Ordinance are y declared to be separable, and if any section, phrase or sion shall, for any reason, be declared to be invalid, such ration shall not affect the validity of the remainder of the .ons, phrases or provisions. Section 8. The Issuer hereby elects to have the pro- )ns of Section 103(b)(6)(D) of the Internal Revenue Code of as amended, apply to the hereinabove described bond issue. -7- art are eff~ law. True Ord~ PASS Section 9. That all ordinance, resolutions, orders or thereof in conflict with the provisions of this Ordinance to the extent of such conflict, hereby superseded. SeCtion 10. This Ordinance shall be in fUll force and :t from and after its passage and approval, in accordance with .ee Arthur moved, seconded by Trustee Wattenberq that ~ance No. 3274 be passed. iD this 3rd day of November , 1982. Trustee ATT] Care Vill Arthur Truste~ Miller Farley Trustee Murauskis Floros Trustee Watt~nber9 APPROVED this _3/~ day of ~, 1982. .ge Clerk Carolyn ~ause ' Village President -8-