A Resolution approving the issuance by the City of Aurora, Kane, DuPage, Will and Kendall Counties, Illinois of its Revenue Bond, Series 2020 (VNA Health Care), in one or more series, and in an aggregate principal amount not to exceed $15,000,000 with respect to certain health care facilities of VNA Health Care located in the Village of Romeoville, Will County, Illinois; and approving certain related matters.
Whereas, the City of Aurora, Kane, DuPage, Will and Kendall Counties, Illinois (the “Issuer”) is a home rule unit of government under Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois, and is authorized by its home rule powers to issue its revenue bonds to finance certain facilities; and
Whereas, pursuant to an ordinance duly adopted by the City Council of the Issuer on March 23, 1976, as supplemented and amended (the “Enabling Ordinance”), the Issuer is authorized to issue its economic development revenue bonds to finance the costs of any “project,” as defined in the Enabling Ordinance, for the purposes set forth in the Enabling Ordinance; and
Whereas, VNA Health Care, an Illinois not-for-profit corporation (the “Corporation”), desires to (i) refinance certain taxable debt (the “Taxable Loan”), the proceeds of which were used to finance or reimburse the Corporation for the costs of certain health care facilities of the Corporation, (ii) pay a portion of the interest on the Bond, if deemed necessary or advisable by the City or the Corporation, and (iii) pay certain expenses incurred in connection with the issuance of the Bond; and
Whereas, the Issuer, at the request of the Corporation, is expected to issue its City of Aurora, Kane, DuPage, Will and Kendall Counties, Illinois Revenue Bond, Series 2020 (VNA Health Care), in one or more series, and in an aggregate principal amount not to exceed $15,000,000 (the “Bond”); and
Whereas, a portion of the proceeds of the Bond in a principal amount not to exceed $3,000,000 will be used to refinance a portion of the Taxable Loan, the proceeds of which were used to finance or reimburse the Corporation for certain costs relating to the construction, equipping and furnishing of health care facilities that are situated in the Village of Romeoville, Will County, Illinois (the “Village”); and
Whereas, such health care facilities are owned or operated by the Corporation, are located on land owned by the Corporation at a street address commonly known as 160 N. Independence Blvd. Romeoville, Illinois (the “Independence Blvd Facility”); and
Whereas, because a portion of the proceeds of the Bond will be used to refinance the costs of certain of the Corporation’s health care facilities located within the boundaries of the Village, Section 147(f) of the Internal Revenue Code of 1986, as amended (the “Code”), requires the approval of the issuance of the Bond with respect to such facilities of the Corporation located in the Village by the Board of Trustees of the Village (the “Board”) as the “applicable elected representative” under Section 147(f) of the Code, after a public hearing following reasonable public notice; and
Whereas, the Village Mayor has caused a notice of public hearing with respect to the plan to approve the issuance of the Bond to be published in the Chicago Tribune, a newspaper of general circulation in the Village, pursuant to Section 147(f) of the Code on January 29, 2020, and the conducted said public hearing at its meeting on February 5, 2020; and
Whereas, attached hereto as Exhibit A are copies of the publishers’ affidavits evidencing publication of the notice of public hearing held by the Council on February 5, 2020;
Now, Therefore, Be It Resolved by the Board of Trustees of the Village of Romeoville, Will County, Illinois, as follows:
Section 1. The issuance by the Issuer of the Bond, in one or more series, and in the aggregate principal amount not to exceed $15,000,000 with respect to health care facilities of the Corporation located in the Village, for the purposes set forth above, is hereby approved.
Section 2. The Bond shall never constitute an indebtedness or a loan of credit of the Village, the State of Illinois or any political subdivision thereof, within the purview of any constitutional or statutory limitation or provision, or a charge against the general credit or the taxing powers, if any, of any of them. No owner of the Bond shall have the right to compel any exercise of the taxing power of the Village, the State of Illinois or any other political subdivision thereof to pay the Bond or the interest or premium, if any, thereon.
Section 3. The approval given herein shall be solely for the purpose of satisfying the requirements of Section 147(f) of the Code.
Section 4. All acts of the Board and the officers, officials, agents and employees of the Village that are in conformity with the intent and purposes of this Resolution, whether heretofore or hereafter taken or done, be, and the same are hereby, in all respects, ratified, confirmed and approved.
Section 5. All ordinances, resolutions, or parts thereof, in conflict herewith are hereby superseded to the extent of such conflict
Section 6. This Resolution shall be in full force and effect immediately upon its passage and approval.
Ayes: Palmiter. Chavez, Clancy, Richards, Griffin, Aguirre
Nays: None
Absent or Not Voting: None
Adopted: February 5, 2020
Approved: February 5, 2020
Village Mayor, Village of Romeoville, Will County, Illinois
Attest:
_____________________________________
Village Clerk, Village of Romeoville,
Will County, Illinois
State of Illinois )
) SS
County of Will )
Certification of Agenda, Minutes and Resolution
I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Romeoville, Will County, Illinois (the “Village”), and as such official I am the keeper of the official journal of proceedings, books, records, minutes and files of the Village and the Board of Trustees of the Village (the “Board”).
I do further certify that the foregoing is a full, true and complete copy of Resolution Number 20-2851 entitled:
A Resolution approving the issuance by the City of Aurora, Kane, DuPage, Will and Kendall Counties, Illinois of its Revenue Bond, Series 2020 (VNA Health Care), in one or more series, and in an aggregate principal amount not to exceed $15,000,000 with respect to certain health care facilities of VNA Health Care located in the Village of Romeoville, Will County, Illinois; and approving certain related matters.
I do further certify that the deliberations of the Board on the adoption of said resolution were taken openly; that the vote on the adoption of said resolution was taken openly; that said meeting was held at a specified time and place convenient to the public; that notice of said meeting was duly given to all newspapers, radio and television stations and other news media requesting such notice on a day which was not a Saturday, Sunday or legal holiday for Illinois municipalities and not less than 48 hours prior to such meeting; that the agenda for said meeting was posted at the principal office of the Board and at the location where said meeting was held at least 48 hours in advance of the holding of said meeting; that said agenda described or made specific reference to said resolution; that a true, correct and complete copy of said agenda as so posted is attached hereto; that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and the Illinois Municipal Code, as amended; and that the Board complied with all of the provisions of said Act and said Code and with all of the procedural rules of the Board in the conduct of said meeting.
In Witness Whereof, I hereunto affix my official signature and the seal of the Village this 5th day of February, 2020.
Village Clerk
[Seal]
[Village Clerk to Attach Agenda]
State of Illinois )
) SS
County of Will )
Certificate of Publication in Pamphlet Form
I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Romeoville, Will County, Illinois (the “Village”), and as such official I am the keeper of the official journal of proceedings, books, records, minutes, and files of the Village and of the Mayor and Board of Trustees of the Village (the “Board”).
I do further certify that on the 5th day of February, 2020, there was published in pamphlet form, by authority of the Board, a true, correct and complete copy of Resolution Number 20-2851 of the Village providing for the authorization of the proposed issuance by the City of Aurora, Kane, DuPage, Will and Kendall Counties, Illinois (the “Issuer”) of its Revenue Bond, Series 2020 (VNA Health Care), in one or more series, and in an aggregate principal amount not to exceed $15,000,000 (the “Bond”) with respect to health care facilities of VNA Health Care (the “Corporation”) located in the Village, the proceeds of which Bond are to be loaned to the Corporation in order to provide the Corporation with all or a portion of the funds necessary to (i) refinance certain taxable debt (the “Taxable Loan”), the proceeds of which were used to finance or reimburse the Corporation for the costs of certain health care facilities of the Corporation, (ii) pay a portion of the interest on the Bond, if deemed necessary or advisable by the City or the Corporation, and (iii) pay certain expenses incurred in connection with the issuance of the Bond, and that said resolution as so published was on said date readily available for public inspection and distribution, in sufficient number to meet the needs of the general public, at my office as Village Clerk located in the Village.
In Witness Whereof I have affixed hereto my official signature and the seal of the Village this 5th day of February, 2020.
Village Clerk
[Seal]