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1986-041Ordinance 86 -41 ORDINANCE OF THE VILLAGE OF BUFFALO GROVE, ILLINOIS AUTHORIZING THE ISSUANCE AND SALE OF ITS $1,750,000 ECONOMIC DEVELOPMENT REVENUE BOND (GEORGE L. LEEF AND RUTH L. LEEF PROJECT), SERIES 1986 AND AUTHORIZING AND APPROVING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST, LOAN AGREEMENT, BOND PURCHASE AGREEMENT AND OTHER MATTERS IN CONNECTION THEREWITH WHEREAS, the Village of Buffalo Grove, Illinois (the "Issuer ") is a political subdivision and a home rule unit of local government duly orga- nized and validly existing under the Constitution and laws of the State of Illinois; and WHEREAS, George L. Leef and Ruth L. Leef (collectively, the "Borrower ") have applied to the Issuer for economic assistance through the issuance by the Issuer of its economic development revenue bonds to finance the acquisition, renovation, expansion and equipping of a facility located in the Village for the Borrower's industrial laundry operations within the Village of Buffalo Grove, Illinois (the "Project "); and WHEREAS, pursuant to the powers of the Village as a home rule unit of local government under the provisions of Section 6(a) of Article VII of the Illinois Constitution and Chapter 3.24 of the Village of Buffalo Grove Municipal Code ( "Enabling Legislation "), the Issuer is authorized and empowered to issue its revenue bonds to finance the Project for the benefit of residents of the Issuer; and WHEREAS, the Issuer has declared in the Enabling Legislation its purpose and intent generally to strengthen and promote the economic vitality of the Village of Buffalo Grove and specifically to encourage and promote the retention and expansion of existing commercial and industrial businesses within the Issuer, and the attraction of new business to the Issuer; and WHEREAS, by Resolution passed and duly adopted by the Board of Trustees of the Issuer on February 18, 1986 (the "Inducement Resolution "), the Issuer undertook to issue its revenue bonds to finance the Project; and WHEREAS, the Borrower, in reliance upon and pursuant to the Inducement Resolution, has proceeded with the acquisition, renovation, expansion and equipping of the Project; and WHEREAS, the Issuer, to provide funds for the Project, intends to issue and sell its Economic Development Revenue Bond (George L. Leef and Ruth L. Leef), Series 1986, in the principal amount of $1,750,000 (the "Bond ") pursuant to and in accordance with the Enabling Legislation, the Inducement Resolution and this Ordinance authorizing the Bond, and an Indenture of Trust, dated as of June 1, 1986 (the "Indenture "), between the Issuer and M & I Marshall & Ilsley Bank, Milwaukee, Wisconsin, as Trustee (the "Trustee "); and -1, 0 0 WHEREAS, the Bond will be a limited obligation of the Issuer payable by the Issuer solely out of revenues derived from the Project, the Bond will not evidence a debt of the Issuer or a loan of credit extended by the Issuer under any constitutional or statutory provision, and no holder of the Bond will have the right to compel any exercise of the taxing power of the Issuer to pay the principal of or interest on.the Bond. BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOIS: Section 1. Issuance of the Bond. To accomplish the purposes of the Enabling Legislation and pursuant to and in accordance with the Inducement Resolution, and to provide for the financing of the cost of the acquisition, renovation, expansion and equipping of the Project, the issuance of the Bond by the Issuer in the principal amount of $1,750,000 is hereby authorized, subject to the provisions of this Ordinance and the Indenture hereinafter authorized. The Bond shall bear interest at a rate per annum of 70% of the Prime Rate of M & I Marshall & Ilsley Bank, Milwaukee, Wisconsin as the Prime Rate is defined in the form of the Bond attached as Exhibit A to the Indenture, subject to adjustment as provided in said Bond form, and except as otherwise provided in the Indenture, shall be in such denominations as provided in the Indenture, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be payable in such places and in such manner and shall have such other details and provisions as prescribed by the Indenture and form of the Bond attached as Exhibit A thereto. The provisions for execution, signatures, authentication, payment and prepayment shall be as set forth in the Indenture and the form of the Bond attached as Exhibit A thereto. Section 2. Security for the Bond. The Bond shall be secured by the pledge made by the Indenture and shall be payable by the Issuer solely from and secured by a pledge of the loan payments, revenues and receipts derived from or in connection with the Project as set forth in the Indenture. The Bond shall also be secured by a mortgage on the Project and the guaranty of Industrial Towel & Uniform, Inc. The Bond is a limited obligation of the Issuer, payable solely as pro- vided in the Indenture. The Bond and the interest thereon shall never con- stitute a debt or general obligation or a pledge of the faith, the credit or the taxing power of the Issuer within the meaning of any constitutional or statutory provision of the State of Illinois. The Issuer shall not be liable on the Bond, nor shall the Bond be payable out of any funds of the Issuer other than those pledged therefore. Section 3. The Indenture. The execution and delivery of the Indenture, substantially in the form attached hereto and made a part of this Ordinance as though set forth in full herein, is hereby authorized. The President of the Issuer (the "President "), is hereby authorized to execute, acknowledge, 11PA api t • 9 and deliver the Indenture with such changes, insertions and omissions as may be approved by the President and the Village Clerk of the Issuer (the "Clerk ") is hereby authorized to affix the seal of the Issuer on the Indenture and attest the same. The execution of the Indenture by the President shall be conclusive evidence of such approval. M & I Marshall & Ilsley Bank, Milwaukee, Wisconsin is hereby designated as Trustee under the Indenture. The Issuer shall have no obligation or liability as principal of the Trustee for acts of the Trustee. Section 4. The Loan Agreement. The execution and delivery of a Loan Agreement, dated as of June 1, 1986 (the "Loan Agreement "), between the Issuer, as lender, and the Borrower, substantially in the form attached hereto and made a part of this Ordinance as though set forth in full herein, is hereby authorized. The President is hereby authorized to execute, ac- knowledge and deliver the Loan Agreement with such changes, insertions and omissions as may be approved by the President, and the Clerk is hereby au- thorized to affix the seal of the Issuer of the Loan Agreement and attest the same. The execution of the Loan Agreement by the President shall be conclusive evidence of such approval. The Issuer is hereby authorized to finance the costs of the Project by loaning the proceeds of the Bond to the Borrower pursuant to the Loan Agreement. The Borrower is authorized to proceed with the acquisition and construction of the Project as set forth in the Loan Agreement. Section 5. Bond Purchase Agreement. The execution and delivery of a Bond Purchase Agreement, to be dated the date of closing (the "Bond Purchase Agreement "), among the Issuer, the Borrower and M & I Northern Bank, Brookfield, Wisconsin as purchaser of the Bond (the "Purchaser "), substanti- ally in the form attached hereto and made a part of this Ordinance as though set forth in full herein, is hereby authorized. The President and the Clerk are hereby authorized to execute, acknowledge and deliver the Bond Purchase Agreement with such changes, insertions and omissions as may be approved by the President, and the Clerk is hereby authorized to affix the seal of the Issuer on the Bond Purchase Agreement and attest the same. The execution of the Bond Purchase Agreement by the President and the -Clerk shall be conclu- sive evidence of such approval. Section 6. Sale of the Bond. The Bond is hereby authorized to be paid to the Purchaser at the purchase price and on the terms and conditions set forth in the Indenture and the Bond Purchase Agreement. Section 7. Execution of the Bond. The Bond shall be executed in the manner provided in the Indenture and the same shall be delivered to the Trustee for proper authentication and delivery to the Purchaser upon instructions to that effect. Section 8. Obligations of the Issuer. A11 covenants, stipulations, limited obligations and agreements of the Issuer in this Ordinance, the Indenture, the Loan Agreement and the Bond Purchase Agreement shall be binding upon the Issuer and its successors from time to time and upon any board or body to which any powers or duties affecting such covenants, -3- • • stipulations, obligations and agreements shall be transferred by or in ac- cordance with law. Except as otherwise provided in this Ordinance, all rights, powers and privileges conferred and duties and liabilities imposed upon the Issuer or the members thereof by the provisions of this Ordinance, the Indenture, the Loan Agreement or the Bond Purchase Agreement shall be exercised or performed by the Issuer or by such members, officers, board or body as may be required by law to exercise such powers and to perform such duties. Any action required to be taken by the President hereunder may be taken by the President Pro -Tem, and any action required to be taken by the Clerk hereunder may be taken by the Deputy Clerk. No covenant, stipulation, obligation or agreement herein contained or contained in the Indenture, the Loan Agreement or the Bond Purchase Agreement shall be deemed to be a covenant, stipulation, obligation or agreement of any member, officer, agent or employee of the Issuer in his individual capacity. Neither the members of the Board of Trustees of the Issuer nor any officer executing the Bond shall be liable personally on the Bond or be subject to any personal liability or accountability by reason of the issuance thereof. Section 9. Authorized Representatives. The President or President Pro -Tem and the Clerk or Deputy Clerk are hereby designated the authorized representatives of the Issuer, and each of them is hereby authorized and directed to execute and deliver any and all papers, instruments, opinions, certificates, affidavits and other documents and to do and cause to be done any and all acts and things necessary or proper for carrying out this Ordinance, the Indenture, the Loan Agreement and the Bond Purchase Agreement, and the issuance and sale of the Bond. Section 10. Separable Provisions. 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 and provisions hereof. Section 11. Ordinances and Resolutions in Conflict Repealed. All ordinances and resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 12. Section 103(b)(6)(D) Election. rized to and does elect to have the provisions the Internal Revenue Code of 1954, as amended Bond. The adoption of this Ordinance shall con records of the Issuer required by Section Regulations to the Code. The Issuer is hereby autho- of Section 103(b)(6)(D) of (the "Code "), apply to the stitute the notation in the 1.103- 10(b)(2)(vi) of the Section 13. TEFRA Approval. In accordance with Section 103(b) of the Code, the Issuer held a public hearing with respect to the issuance of the Bond on June 16, 1986 after publication of notice of same in the Herald, a newspaper of general circulation within the Village of Buffalo Grove, Illinois on May 29, 1986. The Issuer hereby approves the plan of financing sE • 0 of the Project for George L. Leef and Ruth L. Leef in the amount of $1,750,000, which Project is located at the Buffalo Grove Commerce Center, Buffalo Grove, Illinois, and consists of a facility for the industrial laundering of rental products and for offices, .truck loading and storage, and which will be leased to Industrial Towel & Uniform, Inc. Section 14. Allocation. The Issuer hereby allocates $1,750,000 of its private activity bond allocation under Section 103(n) of the Code and H.R. 3838 to the Bond. Section 15. Force and Effect. This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. PASSED THIS 16 DAY OF JUNE, 1986 . BY ROLL CALL VOTE AS FOLLOWS: AYES 5 - Marienthal, O'Reilly, Glover, Reid, Kowalski NAYS 0 - None ABSENT 1 - Shields ABSTAIN 0 - None Approved this 16 day of June, 1986. Ar VILL E PRESIDENT ATTESTED kal� It Tyt . Villa Clerk 90086 -5-