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HomeMy WebLinkAboutS13-01 CITY OF ELGIN ORDINANCE NO. S13-01 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF VARIABLE RATE DEMAND REVENUE BONDS, SERIES 2001 (EASTER SEALS JAYNE SHOVER CENTER) IN AN AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $2,065,000 OF THE CITY OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS (THE "BONDS"); APPROVING THE EXECUTION OF A BOND TRUST INDENTURE PROVIDING FOR THE ISSUANCE OF AND SECURITY FOR THE BONDS; APPROVING THE EXECUTION OF A LOAN AGREEMENT PROVIDING FOR THE LOAN OF THE BOND PROCEEDS TO EASTER SEALS JAYNE SHOVER CENTER; AND APPROVING THE EXECUTION OF A TAX EXEMPTION AGREEMENT; AND AUTHORIZING AND APPROVING CERTAIN OTHER MATTERS. ADOPTED BY THE CITY COUNCIL OF THE CITY OF ELGIN ON THIS 26TH DAY OF SEPTEMBER 2001 Published in pamphlet form by authority of the City Council of the City of Elgin, Kane and Cook Counties, Illinois, on this 3rd day of October 2001. STATE OF ILLINOIS ) ) ss. COUNTY OF KANE CERTIFICATE I, Dolonna Mecum, certify that I am the duly appointed and acting municipal clerk of the City of Elgin, Cook and Kane Counties, Illinois. I further certify that on September 26, 2001 , the Corporate Authorities of such municipality passed and approved Ordinance No. S13-01 entitled An Ordinance providing for the issuance of Variable Rate Demand Revenue Bonds, Series 2001 (Easter Seals Jayne Shover Center) in an aggregate principal amount of not to exceed $2,065,000 of the City of Elgin, Kane and Cook Counties, Illinois (the "Bonds"); approving the execution of a Bond Trust Indenture providing for the issuance of and security for the Bonds; approving the execution of a Loan Agreement providing for the loan of the Bond proceeds to Easter Seals Jayne Shover Center; and approving the execution of a Tax Exemption Agreement; and authorizing and approving certain other matters, which provided by its terms that it should be published in pamphlet form. The pamphlet form of Ordinance No. S13-01 , including the Ordinance and a cover sheet thereof, was prepared, and a copy of such Ordinance was posted in the municipal building, commencing on October 3, 2001, and continuing for at least ten days thereafter. Copies of such Ordinance were also available for public inspection upon request in the office of the municipal clerk. DATED at Elgin, Illinois, on October 3, 2001. Municipal Clerk (SEAL) ORDINANCE NUMBER S13-01 An Ordinance providing for the issuance of Variable Rate Demand Revenue Bonds, Series 2001 (Easter Seals Jayne Shover Center) in an aggregate principal amount of not to exceed $2,065,000 of the City of Elgin, Kane and Cook Counties, Illinois (the "Bonds"); approving the execution of a Bond Trust Indenture providing for the issuance of and security for the Bonds; approving the execution of a Loan Agreement providing for the loan of the Bond proceeds to Easter Seals Jayne Shover Center; and approving the execution of a Tax Exemption Agreement; and authorizing and approving certain other matters. WHEREAS, the City of Elgin, Kane and Cook Counties, Illinois (the "Municipality"), has a population of more than 25,000, and in accordance with the provisions of Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois (the "Constitution"), the Municipality is a home rule unit and, as such, may exercise any power or perform any function pertaining to its government and affairs including, but not limited to, the power to issue its special limited obligation revenue bonds, and loan the proceeds thereof to Easter Seals Jayne Shover Center, an Illinois not for profit corporation (the "Corporation"), organized under Section 501(c)(3) of the Internal Revenue Code of 1986(the"Code"); and WHEREAS, the City Council of the Municipality (the "Corporate Authorities") has heretofore and does hereby determine that it is necessary and in the best interests of the Municipality to issue its special limited obligation revenue bonds and to lend the proceeds thereof to the Corporation, for the purpose of financing or refinancing (i) certain costs of renovating, remodeling and equipping its outpatient rehabilitation, education and community service facility located at 799 S. McLean Boulevard, in Elgin, Illinois (the "Center"), (ii) certain indebtedness of the Corporation incurred to pay the costs of constructing and equipping an addition of approximately 23,500 square feet to the Center, including preschool classrooms, an inclusive day care center and new and expanded therapy rooms (collectively with (i), the C `Project'), and(iii)certain expenses incurred in connection with the issuance of the Series 2001 Bonds, including the fees of a credit facility issuer (together with the Project, the "Financing Purposes") ; and WHEREAS, pursuant to the provisions of Section 6(a) of Article VII of the Constitution, the Municipality has the power to issue its revenue bonds for such Financing Purposes in order to promote the health and welfare of the residents of the Municipality; and WHEREAS, the Corporate Authorities hereby find and determine that it is necessary for the welfare of the government and affairs of the Municipality, is a proper public purpose and is in the public interest that the sum of not to exceed $2,065,000 be borrowed at this time and loaned to the Corporation for payment of the costs of the purposes as aforesaid, and in evidence Cof such borrowing, special limited obligation revenue bonds of the Municipality in the aggregate principal amount of not to exceed $2,065,000 be issued: Now, THEREFORE, Be It Ordained by the City Council of the City of Elgin, Kane and Cook Counties, Illinois, in the exercise of its home rule powers, as follows: Section 1. Incorporation of Preambles. The Corporate Authorities hereby find that all of the recitals contained in the preambles to this Ordinance are full, true and correct and do incorporate them into this Ordinance by this reference. Section 2. Authorization. The Corporate Authorities hereby find that the Municipality is authorized to issue its special limited obligation revenue bonds in the aggregate principal amount of not to exceed$2,065,000 for the purpose of financing or refmancing the Financing Purposes. C Section 3. Series 2001 Bonds. In order to obtain funds to loan to the Corporation to be used for the purposes aforesaid, the Municipality hereby authorizes the issuance of its special limited obligation Variable Rate Demand Revenue Bonds, Series 2001 (Easter Seals Jayne Shover Center) (the "Series 2001 Bonds"), to be issued in an aggregate principal amount of not to exceed $2,065,000. The Series 2001 Bonds will be placed with the purchasers thereof by Fifth Third Securities, Inc., as placement agent, at the purchase price of par. For its services in placing the Series 2001 Bonds, Fifth Third Securities will be paid, by the Corporation, a placement fee of one percent (1%) of the par amount of the Bonds. The Series 2001 Bonds shall be issued under and secured by and shall have the terms and provisions set forth in the Bond Indenture hereinafter referred to. The Series 2001 Bonds shall mature no later than October 1, 2026, subject to optional and mandatory redemption prior to maturity and mandatory tender for purchase under certain circumstances, and bear interest at variable rates (unless converted to fixed rates in accordance with the Bond Indenture) determined in accordance with the provisions of the Bond Indenture, not exceeding ten percent (10%) per annum, all as provided for in the Bond Indenture hereinafter referred to. The Series 2001 Bonds will be dated their date of issue and shall initially bear interest from their dated date at the Weekly Interest Rate (as defined in the Bond Indenture), determined as provided in the Bond Indenture, and shall continue to bear interest in the Weekly Interest Rate Mode (as defined in the Bond Indenture), unless converted to the Fixed Interest Rate Mode (as defined in the Bond Indenture), all as provided in the Bond Indenture. The Series 2001 Bonds in the Weekly Interest Rate Mode shall be subject to optional tender for purchase by the holders thereof in accordance with the Bond Indenture. The Series 2001 Bonds shall be issued only as fully registered bonds without coupons. The Series 2001 Bonds shall be executed on behalf of the Municipality by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its City Clerk, and the City Clerk and shall have the corporate seal of the Municipality impressed manually or printed by facsimile thereon. The Series 2001 Bonds, including but not limited to the principal of, premium, if any, interest thereon, the tender price thereof and any expenses related thereto shall be special, limited obligations of the Municipality, payable solely and only from the revenues and receipts derived by the Municipality pursuant to the Loan Agreement (other than Unassigned Rights) and shall be otherwise secured as provided in the Loan Agreement and the Bond Indenture. The Series 2001 Bonds shall not in any respect be a general obligation of the Municipality, the State of Illinois or any political subdivision thereof, nor shall they be payable in any manner from funds of the Municipality, the State of Illinois or any political subdivision thereof raised by taxation. The issuance of the Series 2001 Bonds does not directly, indirectly, or contingently, obligate the Municipality, the State of Illinois or any political subdivision thereof to levy any form of taxation for the payment thereof or to make any appropriation for their payment. The Series 2001 Bonds do not and shall state that they do not constitute an indebtedness of the Municipality, the State of Illinois or any political subdivision thereof or a loan of the credit thereof within the meaning of any constitutional or statutory limitation or provision. The Series 2001 Bonds do not now and shall never constitute a charge against the credit or taxing power of the Municipality, the State of Illinois or any political subdivision thereof. Neither the Municipality, nor the State of Illinois, nor any political subdivision thereof shall in any event be liable for the payment of the Series 2001 Bonds, including but not limited to the principal of, C premium, if any, interest thereon, the tender price thereof, and any expenses related thereto. Nothing in this Ordinance, the Loan Agreement, the Bond Indenture, the Bond Placement Agreement, the Placement Memorandum hereinafter referred to, the Remarketing Agreement or the form of the Series 2001 Bonds, or in any document or agreement required hereby or thereby, shall be construed as an obligation or commitment of the Municipality to expend any of its funds other than (i) the proceeds derived from the sale of the Series 2001 Bonds, (ii) the revenues and receipts derived from the Loan Agreement, and (iii) any monies arising out of the investment or reinvestment of said proceeds, income, revenues, receipts or monies. Section 4. Bond Indenture. The Corporate Authorities do hereby authorize and approve the execution by the Mayor and the City Clerk of a Bond Trust Indenture dated as of September 1, 2001 (the "Bond Indenture") between the Municipality and Fifth Third Bank, as bond trustee (the "Bond Trustee"). The Bond Indenture provides for the issuance of the Series 2001 Bonds and the source of security and payment thereof. Such Bond Indenture shall be substantially in the form attached hereto and marked "Exhibit A" and hereby approved, or with such changes therein as shall be approved by the Mayor and City Clerk executing the same, with such execution to constitute conclusive evidence of their approval and the Corporate Authorities' approval of any changes or revisions therein from the form of Bond Indenture attached hereto. Section S. Loan Agreement. The Corporate Authorities do hereby authorize and approve the execution by the Mayor and the City Clerk of a Loan Agreement dated as of September 1, 2001 (the "Loan Agreement") between the Municipality and the Corporation. Pursuant to the Loan Agreement, the Municipality will loan the proceeds of the Series 2001 Bonds to the Corporation and the Corporation will promise to pay all amounts necessary for the Municipality to timely pay the principal of, interest on and tender price of the Series 2001 Bonds and certain other related amounts. Such Loan Agreement shall be substantially in the form attached hereto and marked "Exhibit B" and hereby approved, or with such changes therein as shall be approved by the Mayor and City Clerk executing the same, with such execution to constitute conclusive evidence of their approval and the Corporate Authorities' approval of any changes or revisions therein from the form of Loan Agreement attached hereto. Section 6. Bond Placement Agreement. The Corporate Authorities do hereby authorize and approve the execution by the Mayor and the City Clerk of a Bond Placement Agreement to be dated the date of execution thereof (the "Bond Placement Agreement") among the Municipality, the Corporation, Fifth Third Bank and Fifth Third Securities, Inc., as placement agent (the "Placement Agent"). Pursuant to the Bond Placement Agreement, the Series 2001 Bonds will be privately placed by the Placement Agent, with the purchasers thereof. Such Bond Placement Agreement shall be substantially in the form attached hereto and marked "Exhibit C" and hereby approved, or with such changes therein as shall be approved by the Mayor and City Clerk executing the same, with such execution to constitute conclusive evidence of their approval and the Corporate Authorities' approval of any changes or revisions therein from the form of Bond Placement Agreement attached hereto. For its services in placing the Series 2001 Bonds, the Placement Agent will be paid, by the Corporation, a placement fee equal to one percent (1%) of the par amount of the Bonds. The Corporate Authorities do hereby authorize, ratify and approve the distribution of the Private Placement Memorandum (the "Placement Memorandum") in connection with the placement of the Series 2001 Bonds, but make no representation as to the accuracy or sufficiency of any information contained therein except with respect to the information contained therein under the caption"THE ISSUER." Section 7. Remarketing Agreement. The Corporate Authorities do hereby authorize and approve the execution by the Mayor and the City Clerk of a Remarketing Agreement dated as of September 1, 2001(the "Remarketing Agreement") among the Municipality, the Corporation, Fifth Third Securities, Inc., as Remarketing Agent (the "Remarketing Agent"), and the Bond Trustee. Pursuant to the Remarketing Agreement, the Series 2001 Bonds will be remarketed by the Remarketing Agent upon certain optional and mandatory tenders for purchase by the holders of the Series 2001 Bonds. Such Remarketing Agreement shall be substantially in the form attached hereto and marked "Exhibit D" and hereby approved, or with such changes therein as shall be approved by the Mayor and City Clerk executing the same, with such execution to �* constitute conclusive evidence of their approval and the Corporate Authorities' approval of any changes or revisions therein from the form of Remarketing Agreement attached hereto. Section 8. Tax Exemption Certificate and Agreement. The Corporate Authorities do hereby authorize and approve the execution by the Mayor and the delivery of a Tax Exemption Agreement dated the date of delivery of the Series 2001 Bonds (the "Tax Exemption Agreement") among the Municipality, the Corporation and the Bond Trustee, pursuant to which certain investment earnings on moneys held by the Bond Trustee may be transferred to a Rebate Fund established thereunder, as more fully described in the Tax Exemption Agreement. Such Tax Exemption Agreement shall be in substantially the form approved by the Mayor executing the same, with such execution to constitute conclusive evidence of his approval and the Corporate Authorities' approval of the form of Tax Exemption Agreement. C Section 9. Registered Form. The Municipality recognizes that Section 149(a) of the Internal Revenue Code of 1986 (the "Code") requires the Series 2001 Bonds to be issued and to remain in fully registered form in order that interest thereon be exempt from federal income taxation under laws in force at the time the Series 2001 Bonds are delivered. In this connection, the Municipality agrees that it will not take any action to permit the Series 2001 Bonds to be issued in, or converted into, bearer or coupon form. Section 10. Publication of Ordinance. A full, true and complete copy of this Ordinance shall be printed or published promptly after passage in pamphlet form by authority of the Corporate Authorities. Section 11. Repealer and Effective Date. All ordinances, resolutions and orders, or parts thereof, in conflict herewith, are to the extent of such conflict hereby repealed and this Ordinance shall be in full force and effect immediately and forthwith upon its passage, approval and publication in pamphlet form as aforesaid. Section 12. Authorization and Ratification of Subsequent Acts. The Corporate Authorities of the Municipality and the officers, agents and employees of the Municipality are hereby authorized and directed to do all such acts and things and to execute or accept all such documents as may be necessary to carry out and comply with the provisions of these resolutions and the documents attached hereto as Exhibits A , B, C and D, respectively, and all of the acts and doings of the Corporate Authorities of the Municipality, and the officers, agents and employees of the Municipality which are in conformity with the intent and purposes of this Ordinance, whether heretofore or hereafter taken or done, shall be and are hereby ratified, confirmed and approved. Ed Schock, Mayor Presented: September 26, 2001 Passed: September 26, 2001 Omnibus Vote: Yeas: 7 Nays: 0 Recorded: September 27, 2001 Published: October 3, 2001 Attest: Dolonna Mecum, City Clerk