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R-83-99 Authorizing approval of a pilot agreement with Illinois health corporationRESOLUTIN W3 - 9943 3 RESOLUTION AUTHORIZING APPROVAL OF A PILOT AGREEMENT WITH ILLINOIS HEALTH CORPORATION WHEREAS, the Village of Lemont seeks to enter into a Pilot Agreement with Illinois Health Corporation, an [Illinois] not -for profit corporation; and WHEREAS, the Village of Lemont and Illinois Health Corporation have negotiated a Pilot Agreement to identify the terms and conditions required by each of the parties to the Agreement; and WHEREAS, the Pilot Agreement is attached hereto as Exhibit A. NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees that the Pilot Agreement between the Village of Lemont and Illinois Health Corporation attached hereto as Exhibit A is hereby approved. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, WILL AND DU PAGE, ILLINOIS ON THIS 8th day of November , 1999. AYES John Benik Debby Blatzer Keith Latz Connie Markiewicz Richard Rimbo Mary Studebaker Approved by me this 8th day of Attest: NA, PASSED ABSENT 1✓ E SMOLLEN, Village Clerk CHARLENE SMOLLEN, Village Clerk Approved to form: /5/ Village Attorney Date: "- CHARD A. KWASNESKI, Village President PILOT AGREEMENT THIS AGREEMENT is made and entered into effective as of the gf1. day of k\)l\ ueir, kne(' , 1999, by and between the Village of Lemont, an Illinois municipal corporation (the "Municipality ") and Illinois Health Corporation, an [Illinois] not - for -profit corporation ( "Owner "). BACKGROUND/RECITALS A. Owner is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, and, therefore, may be exempt from the requirement to pay real estate taxes on buildings and land which it owns and operates for charitable purposes within the State of Illinois. B. Owner desires to acquire a nursing home project located on certain real estate in Cook County, Illinois, commonly known as 12450 Walker Avenue, Lemont, Illinois and legally described on the exhibit attached to this Agreement as Exhibit "A" ( "Real Estate "). C. Pursuant to the Illinois Project Revenue Bond Act, the Municipality may finance the acquisition and rehabilitation of facilities for diversification of economic development and promotion of job opportunities by issuing revenue bonds and lending the proceeds thereof. D. Owner has requested Municipality to finance the cost of the acquisition and rehabilitation of the Real Estate. This instrument was prepared by and when recorded mail to: Charles R. Hug Ice Miller Donadio & Ryan 135 S. LaSalle Street Chicago, Illinois 60603 Address of Real Estate: 12450 Walker Avenue Lemont, Illinois Tax No.: E. To induce the Municipality to finance the acquisition and rehabilitation of the Real Estate, Owner is willing to make payments in lieu of the lost real estate taxes, which the Municipality and other taxing authorities will not be entitled to collect if Owner owns the Real Estate, pursuant to the terms of this Agreement. F. The parties desire that the payments to be made in lieu of the lost real estate taxes shall be collected and treated in substantially the same manner as real estate taxes in the State of Illinois. NOW, THEREFORE, in consideration of the foregoing premises, and the sum of Ten and 00/100 Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: AGREEMENT 1. In Lieu of Payments. 1.1 For each year that the Real Estate is exempt from Illinois real estate taxes, the Owner shall pay to the Municipality an annual amount of in lieu payments equal to One Hundred Thirty Thousand Dollars ($130,000) (hereinafter the "Annual In Lieu Amount "). 1.2 The Annual In Lieu Amount shall be paid by the Owner to the Municipality on of each year (hereinafter "In Lieu of Payments "). 1.3 The Municipality agrees to divide the Annual In Lieu Amount among itself and all other taxing authorities which would have been entitled to receive real estate taxes on the Real Estate in the proportion that each such taxing authority would have otherwise been entitled to and to pay those amounts directly to itself and the other taxing authorities. 1.4 Owner's obligation to pay such Annual In Lieu Amount shall terminate upon Owner's conveyance of its title to the Real Estate to a party whom is not likewise exempt from paying real estate taxes. 2. Liability for In Lieu of Pavments.Owner shall be liable for prompt payment of all In Lieu of Payments. The Municipality agrees and acknowledges that it shall have no recourse against any officer, director, or members of Owner for delinquent In Lieu of Payments. GENERAL PROVISIONS 1. Captions; Incorporation of Recitals and Exhibits. The captions and headings of various Articles, Sections and Exhibit referenced herein are for convenience only and are not to be considered as defusing or limiting in any way, the scope or intent of the provisions hereof. 2 Notwithstanding the foregoing, each of the Recitals and Exhibit referenced herein are incorporated and expressly made a part hereof 2. Entire Agreement. This Agreement constitutes the entire agreement of the parties, and all prior discussions, negotiations and document drafts are merged herein. 3. Notices. Any notice, demand, request or other communication which any party hereto may be required or may desire to give hereunder shall be in writing, addressed as follows and shall be deemed to have been properly given if hand delivered (effective upon delivery), if sent by reputable overnight courier (effective the business day following delivery to such courier) or if mailed (effective two business days after mailing) by United States registered or certified mail, postage prepaid, return receipt requested: If to Owner: If to Municipality: or at such other address as the party to be served with notice may have furnished in writing to the party seeking or desiring to serve notice as a place for the service of notice. Notices given in any other fashion shall be deemed effective only upon receipt. 4. Modification, Waiver. No modification, waiver, amendment, discharge or change of this Agreement shall be valid unless the same is in writing and signed by the party against which the enforcement of such modification, waiver, amendment, discharge or change is sought. 5. Termination. The parties mutually may agree to terminate this Agreement. Such termination agreement shall be in writing and executed by both parties. Upon mutual termination pursuant to this section, this Agreement shall become null and void, and of no further force or effect between the parties. 6. Governing Law. This Agreement shall be governed by and construed under the internal laws (as opposed to the laws of conflicts) of the State of Illinois. 7. Time is of the Essence. Time is hereby declared to be of the essence of this Agreement and of every part hereof. 3 8. Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each ofwhich when so executed deemed to be an original and all of which taken together shall constitute one and the same agreement. 9. Severability. If any provision of this Agreement is determined by a court having jurisdiction to be illegal, invalid or unenforceable under any present or future law, the remainder of this Agreement will not be affected thereby. It is the intention of the parties that if any provision is so held to be illegal, invalid or unenforceable, there will be added in lieu thereof a provision as similar in terms to such provision as is possible that is legal, valid and enforceable. 10. Headings. The headings used in this Agreement are for ease in reference only and are not intended to affect the interpretation of this Agreement in any way. 11. Amendment. Neither this Agreement nor any of the provisions hereof can be changed, waived, discharged or terminated, except by an instrument in writing signed by the party against whom enforcement of the change, waiver, discharge or termination is sought. 12. Supersession. This Agreement supersedes, in all respects, all prior written or oral agreements between the parties hereto relating to this Agreement and there are no agreements, understandings, warranties or representations between the parties except as set forth herein. 13. No Joint Venture. Nothing contained in this Agreement will be construed to constitute Owner as a joint venturer with the Municipality or to constitute a partnership. 14. Construction. The parties acknowledge that each party and each party's counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement or any amendments or schedules hereto. 15. Authorization. The persons executing and delivering this Agreement on behalf of the parties hereto represent and warrant to the other party that such person is duly authorized to act for and on behalf of said party, and execute and deliver this Agreement in such capacity as is indicated below. 16. Assignment/Successor. This Agreement shall be binding upon the Municipality and Owner, and all successors, grantees or assignees of Owner with respect to the Real Estate (or any portion thereof) which would otherwise be entitled to claim an exemption for real property taxes imposed on the Real Estate. 17. Representation regarding 501(0(3) status. Owner represents that it is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended. Owner further represents and warrants that it will use the Real Estate for charitable purposes under Illinois law. -4- 18. Covenant to Run with the Real Estate. All the provisions and covenants hereof shall run with the land. 19. Subordination. This Agreement shall be junior and subordinate to the provisions of the Mortgage and Security Agreement dated ,1999 and recorded in the office of the Recorder of Deeds, Cook County, Illinois as Document No. IN WITNESS WHEREOF, the undersigned parties have caused the execution of this Agreement by their duly authorized officer /partner as of the day, month and year first above written. VILLAGE OF LEMONT By: xel. A V,was.•,s , President ILLINOIS HEALTH CORPORATION, an Illinois not - for - profit corporation By: 5 , President STATE OF ILLINOIS COUNTY OF COOK ) ) SS ) The foregoing instrument was acknowledged before me this day of , 1999, by who is Village President of the Village of Lemont, Cook County, Illinois, a municipal corporation, on behalf of said Issuer. GIVEN under my hand and notarial seal this day of , 1999. Notary Public (SEAL) STATE OF ILLINOIS COUNTY OF ) SS I, the undersigned, a Notary Public in and for said County, in the state aforesaid, DO HEREBY CERTIFY, THAT , the President of Illinois Health Corporation, an [Illinois] not - for -profit corporation, personally known to me to be the same person whose name is subscribed to the foregoing instrument appeared before me this day in person and acknowledged that he signed and delivered the said instrument as his own free and voluntary act and the free and voluntary act of the corporation, for the uses and purposes therein set forth. 9510.2 GIVEN under my hand and notarial seal this day of , 1999. 7 Notary Public (SEAL) RESOLUTION NOR- 83-6/9 A RESOLUTION PROVIDING FOR THE FINANCING BY THE VILLAGE OF LEMONT, COOK COUNTY, ILLINOIS OF THE ACQUISITION OF A HEALTH CARE FACILITY BY ILLINOIS HEALTH CORPORATION (THE "COMPANY "); AUTHORIZING THE ISSUANCE OF ITS $67,380,000 AGGREGATE PRINCIPAL AMOUNT REVENUE BONDS, SERIES 1999 (ILLINOIS HEALTH CORPORATION PROJECT) IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE VILLAGE OF LEMONT, COOK COUNTY, ILLINOIS AND THE COMPANY; AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE SECURING SAID BONDS; AND RELATED MATTERS. WHEREAS, the Village of Lemont, Cook County, Illinois, a municipality existing under the Constitution and the laws of the State of Illinois (the "Issuer ") is authorized and empowered by the provisions of the Industrial Project Revenue Bond Act, 65 ILCS 5/11 -74 -1 et sue., as from time to time supplemented and amended (the "Act ") to issue its revenue bonds to finance the costs of any industrial project to the end that the Issuer may be able to relieve conditions of unemployment, to maintain existing levels of employment and to encourage the increase of industry and commerce within the Issuer, thereby reducing the evils attendant upon unemployment and provide for the public safety, benefit and welfare of the residents of the Issuer; and WHEREAS, as a result of negotiations between the Issuer and Illinois Health Corporation, an Illinois not - for - profit corporation (the "Company "), the Company has provided for financing of the cost of acquiring Lemont Center located at 12450 Walker Avenue, Lemont, Illinois, Snow Valley Center located at 5000 Lincoln Avenue, Lisle, Illinois, Ridgeland Center located at 12550 South Ridgeland Avenue, Palos Heights, Illinois, Lakewood Center located at 1112 North Eastern Avenue, Plainfield, Illinois and Chateau Village Center located at 7050 Madison Street, Willowbrook, Illinois and equipping the same (the "Project "), which constitutes an industrial project under the Act, and the Issuer 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 are expected by the Company to produce revenues and receipts sufficient to provide for the prompt payment at maturity of the principal and interest on such revenue bonds, all as set forth in the details and provisions of the Loan Agreement as hereinafter identified; and WHEREAS, it is necessary and proper for the Issuer for the benefit of the inhabitants within the Village of Lemont to authorize the financing of the Project and the issuance of the Issuer's aggregate principal amount $67,380,000 Revenue Bonds, Series 1999 (Illinois Health Corporation Project) (the "Bonds "); and WHEREAS, The GMS Group, L.L.C. (the "Underwriter ") has indicated its willingness to purchase the Bonds from the Issuer; and WHEREAS, it is necessary to authorize the execution of a Loan Agreement between the Issuer and the Company under the terms of which the Issuer will lend the proceeds of the sale of the Bonds to the Company to loan the Company the funds for the financing of the costs of the Project, the payments to be paid by the Company to the Issuer in repayment of the loan in amounts and at times which are expected by the Company to be sufficient to pay at maturity the principal of, premium, if any, and interest on the Bonds; and WHEREAS, it is necessary for the Issuer to execute and deliver a Trust Indenture to be entered into between the Issuer and Norwest Bank Illinois, National Association, as trustee (the "Trustee ") for the holders from time to time of the Bonds pursuant to which the Bonds will be issued; and -2- WHEREAS, a Preliminary Official Statement (the "Official Statement ") has been prepared and presented to this meeting; and WHEREAS, there have been prepared and presented to this meeting the following documents, which the Issuer proposes to enter into: 1. The Loan . Agreement between the Issuer and the Company (the "Loan Agreement "); 2. The Trust Indenture (the "Indenture "), between the Issuer and the Trustee, setting forth terms, conditions and security requirements for the proposed bond issue to finance the Project and containing the form of the Bonds; 3. The Bond Purchase Agreement (the "Bond Purchase Agreement ") among the Issuer, the Company, Wisconsin Health Corporation and the Underwriter; 4. The form of the Bonds; WHEREAS, in order to provide for the issuance of the Bonds in global book entry form, it is necessary for the Village to enter into a letter of representations in customary form (the "Letter of Representations ") with The Depository Trust Company ( "DTC "), the depository through which the global book entry system will be implemented; and WHEREAS, the Issuer held a Public Hearing pursuant to Section 147(0 of the Internal Revenue Code of 1986, as amended, on November 8, 1999; NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK COUNTY, ILLINOIS, AS FOLLOWS: Section 1. Pursuant to the Act, the financing of the costs of the Project through the issuance and sale of the Bonds in accordance with the terms of the Loan Agreement and the Indenture is -3- hereby authorized and approved. The use of the proceeds of the Bonds to finance costs of the Project are in furtherance of the public purposes set forth in the Act, including the promotion of economic development, the creation of employment opportunities, an increase in the tax base of the Issuer and the relief of conditions of unemployment and the increase of industry in the State of Illinois and the Issuer. Section 2. That the form, terms and provisions of the proposed Loan Agreement, the Indenture and the Letter of Representations be, and they hereby are, in all respects approved, and that the President and the Village Clerk of the Issuer be, and they are hereby authorized, empowered and directed, subject to the terms and conditions of the Loan Agreement, the Indenture and the Letter of Representations, to execute, attest and deliver such instruments in the name and on behalf of the Issuer, to cause the Loan Agreement to be delivered to the Company, to cause the Indenture to be delivered to the Trustee and to cause the Letter of Representations to be delivered to DTC to be executed; that the Indenture shall constitute a lien for the security of the Bonds and upon all right, title and interest of the Issuer in and to the Loan Agreement (except for the Reserved Rights of the Issuer, as defined in the Indenture) and in and to the payments, revenues and receipts payable to the Issuer pursuant to the Loan Agreement (except for payments, revenues and receipts of the Issuer derived pursuant to its Reserved Rights), and said revenues are hereby and in the Indenture pledged for such purpose; that the Loan Agreement, the Indenture and the Letter of Representations are to be in substantially the form presented at this meeting and are hereby approved, with such changes therein as shall be required or approved by counsel to the Issuer and approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval -4- of any and all changes or revisions therein from the forms of the Loan Agreement, the Indenture and the Letter of Representations presented at this meeting and hereby approved; that the Loan Agreement shall be entered into with the Company, the Issuer shall execute the Letter of Representations and the Indenture shall be entered into with the Trustee; and that from and after the execution and delivery of such instruments, the officials, agents and employees of the Issuer 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 such instruments as executed. Section 3. That the form, terms and provisions of the proposed Bond Purchase Agreement be, and they are, in all respects approved, and the President and the Village Clerk of the Issuer are hereby authorized to execute, attest and deliver such instruments in the name and on behalf of the Issuer, to cause the Bond Purchase Agreement to be delivered to the Company and the Underwriter; that the Bond Purchase Agreement is to be in substantially the form presented at this meeting and hereby approved, with such changes therein as shall be required or approved by counsel to the Issuer and approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of the Issuer's approval of any and all changes or revisions therein from the form of such instrument hereby approved; that the Bond Purchase Agreement shall be entered into with the Company and the Underwriter; and that from and after the execution and delivery of such instrument, the officials, agents and employees of the Issuer 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 such instrument as executed. -5- Section 4. That, subject to the terms and conditions of the Loan Agreement and the Indenture, the issuance of the Bonds is hereby approved and the President and the Village Clerk of the Issuer be and are hereby authorized, empowered and directed to cause to be prepared an issue of aggregate principal amount of $67,380,000 of the Bonds of the Issuer, bearing interest at a rate or rates not to exceed 9% per annum and which would not result in the sale of the Bonds on the date of the issuance at a price less than 94% of the par value thereof. The Bonds shall mature no later than 40 years from the date of initial issuance, shall be in fully registered form, shall be subject to optional and mandatory redemption in accordance with the terms and provisions of the Indenture, as executed, and shall have such other terms and provisions as specified in the Indenture to be included therein. The exact aggregate principal amount of the Bonds and final maturity shall be specified in the Indenture and approved by the execution thereof by the President and the Village Clerk. The Bonds shall contain a recital that they are issued pursuant to the Act. The Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of its President and the manual or facsimile signature of its Village Clerk and the seal of the Issuer shall be impressed or reproduced thereon, and that the President or the Village Clerk or any other officer of the Issuer shall cause the Bonds, as so executed and attested, to be delivered to the Trustee for authentication and the Trustee is hereby requested to authenticate the Bonds. Section 5. That the distribution and use of the Official Statement presented at this meeting (with such changes therein as shall be required or approved by counsel to the Issuer) by the Underwriter is hereby approved, and the distribution and use of a Final Official Statement (in substantially the form of the Official Statement but with appropriate variations to reflect the final -6- terms of the Loan Agreement, the Indenture, the Bonds and the Bond Purchase Agreement) is hereby authorized; however the contents of the Official Statement are not being approved as to accuracy or completeness by the Village. Section 6. That the sale of the Bonds, upon the terms and conditions set out in the Official Statement, the Loan Agreement and the Indenture, be, and is, in all respects authorized and approved. Section 7. That from and after the execution and delivery of the Loan Agreement, the Indenture, the Bond Purchase Agreement or the Letter ofRepresentations, the proper officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents, including without limitation, an Arbitrage Certificate, as may be necessary to carry out and comply with the provisions of said documents as executed and to further the purposes and intent of this Resolution, including the preamble hereto. Section 8. That all acts and doings of the officials of the Issuer which are in conformity with the purposes and intent of this Resolution and in furtherance of the issuance and sale of the Bonds and the financing of the Project be, and the same hereby are, in all respects, approved and confirmed. Section 9. The form of the Bonds submitted to this meeting, subject to appropriate insertion and revision in order to comply with the provisions of the Indenture, be, and the same hereby are, approved, and when Bonds in such form shall be executed on behalf of the Issuer in the manner contemplated by the Indenture and this Resolution, they shall represent the approved definitive form of the Bonds of the Issuer. -7- Section 10. That a public hearing pursuant to Section 147(0 of the Code relating to the issuance of the Bonds was held on November 8, 1999, pursuant to notice which is incorporated herein by reference, and, subject to the terms and conditions of the Loan Agreement and the Indenture, the issuance of the Bonds is hereby approved. Section 11. That the Bonds shall be issued in compliance with and under the authority of the provisions of the Act, this Resolution and the Indenture. Section 12. That the provisions of this Resolution 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; provided, however, that no holding of invalidity shall require the Issuer to make any payments from revenues other than the proceeds derived from the sale of the Bonds issued under the Indenture and the proceeds derived from the Loan Agreement or impose any personal liability on any elected or appointed officer, official, employee, attorney or agent of the Issuer. Section 13. This Resolution shall be in full force and effect from and after its passage and approval as provided by law. AYES: NAYS: 1 ABSENT: / PASSED this 4 day of,./.4y4%.1 1999. APPROVED this g4' day of ) - (SEAL) ATTEST: Village Clerk 533687.3 ident