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HomeMy WebLinkAboutS2A-80 ORDINANCE NO. AN ORDINANCE PROVIDING FOR THE FINANCING BY THE CITY OF ELGIN , ILLINOIS, OF A PROJECT CONSISTING OF A BUILDING ADDITION, MACHINERY , EQUIPMENT AND RELATED PROPERTY IN ORDER THAT ELGIN SWEEPER COMPANY MAY BE PROVIDED WITH FACILITIES TO RELIEVE CONDITIONS OF UNEMPLOYMENT AND ENCOURAGE THE INCREASE OF INDUSTRY; AUTHORIZING AND PROVIDING FOR THE ISSUANCE BY THE CITY OF ELGIN , ILLINOIS OF ITS INDUSTRIAL DEVELOPMENT REVENUE BOND (ELGIN SWEEPER COMPANY PROJECT) WHICH WILL BE PAYABLE SOLELY FROM THE REVENUES AND RECEIPTS FROM A LOAN AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY OF ELGIN , ILLINOIS AND ELGIN SWEEPER COMPANY PROVIDING FOR THE ACQUISITION AND FINANCING OF SAID PROJECT; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ASSIGNMENT AND SECURITY AGREEMENT AS SECURITY FOR THE PAYMENT OF SAID BOND; CONFIRMING SALE OF SAID BOND TO THE PURCHASER THEREOF; AND RELATED MATTERS. WHEREAS, pursuant to Ordinance No. S2-78 of the Issuer , as supplemented and amended (the "Act" ) , the City of Elgin, Illinois , a home rule municipality duly organized and existing under the laws of the State of Illinois , (the "Issuer" ) is authorized to issue its revenue bonds to finance the costs of any "project" as defined in the Act to the end that the Issuer may be able to promote the right to gainful employment, business opportunities and general welfare of the inhabitants of the State of Illinois and to preserve and enhance the tax base; and WHEREAS, as a result of negotiations between the Issuer and Elgin Sweeper Company (the "Company") , a corporation organized and existing under the laws of Delaware , contracts have been or will be entered into by the Company for the acquisition, construction and installation of a building addition, machinery, equipment and related property (the "Project") within the City of Elgin, Illinois , to be used by the Company and which Project will be of the character and will accomplish the purposes provided by the Act, and the Issuer is willing to issue its revenue bond to finance the Project upon terms which will be sufficient to pay the cost of acquisition and construction of the Project as evidenced by such revenue bond, all as set forth in the details and provisions of the Loan Agreement hereinafter identified (the "Agreement" ) ; and WHEREAS, it is estimated that the costs of the Project , including costs relating to the preparation and issuance of the revenue bond, will be not less than S1 ,500,000; and -2- WHEREAS, the Project will create employment opportunities and enhance the tax base in the City of Elgin, Illinois; and WHEREAS, the Issuer proposes to sell the revenue bond hereinafter authorized and designated "Industrial Development Revenue Bond (Elgin Sweeper Company Project) " upon a negotiated basis to The First National Bank of Chicago, Chicago, Illinois ; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ELGIN , ILLINOIS, AS FOLLOWS: PEEtNITIONS Section 1 . The following words and terms as used in this Ordinance shall have the following meanings unless the context or use indicates another or different meaning or intent: "Act" means Ordinance No. S2-78 of the Issuer , as supplemented and amended. "Agreement" means the Loan Agreement dated as of March 1 , 1980 by and between the Issuer and the Company, as from time to time amended and supplemented. "Assignment" means the Assignment and Security Agreement dated as of March 1 , 1980, by and between the Issuer -3. and the Bank, as from time to time amended and supplemented. "Authorized Company Representative" means the person or persons who at the time shall have been designated as such pursuant to the provisions of the Agreement. "Bank" means The First National Bank of Chicago, Chicago, Illinois , and its successors and assigns. "Bond" or "Bonds" means the Bond authorized to be issued hereunder. "Bond Fund" means the Industrial Development Revenue Bond Fund (Elgin Sweeper Company Project) created in Section 7 hereof. "Bond Purchase Agreement" means the Bond Purchase Agreement dated as of the date hereof between the Issuer and the Bank, as from time to time amended and supplemented. "Closing" means the date of delivery of and payment for the Bond. "Code" means the Internal Revenue Code of 1954, as amended and supplemented. "Company" means Elgin Sweeper Company, and its successors and assigns and any surviving, resulting or transferee -4- corporation as provided in Section 5.2 of the Agreement. "Construction Fund" means the Industrial Development Revenue Bond Construction Fund (Elgin Sweeper Company Project) created by Section 5 hereof . The term "default" means those defaults , exclusive of any period of grace, specified in and defined in Section 11 hereof. The term "event of default" means a default after the expiration of any period of grace applicable thereto. The words "hereof" , "herein" , "hereunder" and other words of similar import refer to this Ordinance as a whole. "Issuer" means the City of Elgin, Illinois and its successors and assigns. "Ordinance" means this Ordinance. "Person" means natural persons , partnerships , associations , corporations and public bodies . "Project" means the property of the Company defined and described as such in the Agreement. •5- £J1I ORIZAflQN_0F THE PROJECT Section 2. That in order to promote the right to gainful employment, business opportunities and general welfare of the inhabitants of the City of Elgin and to preserve and enhance the tax base, the Project shall be and is hereby authorized to be financed as described herein. The estimated cost of acquisition and construction of the Project is not less than $1 ,500 ,000. It is hereby found and declared that the financing of the Project and the use thereof by the Company as hereinafter provided is necessary to accomplish the public purposes described in the preamble hereto. gUTHOaL1 TZOd AND EFEPBYgENT OF BOND at.ctizu 3. That for the purpose of financing the cost of the Project there shall be and there is hereby authorized to be issued by the Issuer its Industrial Development Revenue Bond (Elgin Sweeper Company Project) , in the principal sum of S1 ,500,000, dated the date of issuance thereof , and payable to the order of the BanK in 36 equal quarterly principal installments , each in the amount of $41 ,666.67 (except the last installment shall be the entire unpaid balance) commencing June 1 , 1983,, together with interest from the date of issuance of the Bond until maturity on the principal amount from time to -6- h r time remaining unpaid on the Bond at the rate of eight and one quarter per cent (8-1/4%) per annum, calculated on the basis of the actual number of days elapsed on a 360-day year , on June 1 , 1980 and quarterly thereafter on September 1 , December 1 , March 1 and June 1 of each year to and including March 1 , 1992. The Bond shall bear interest on any overdue principal to tihe maximum extent permitted by law at a rate per annum determined by adding 1% to the interest rate on the Bond in effect at the maturity of such principal , whether by acceleration or otherwise , for the period after such maturity until paid. The principal installments of the Bond are subject to prepayment upon written notice as set forth in the next succeeding paragraph given by the Company on behalf of the Issuer at any time in whole or in part , and if in part , in a minimum amount of $41 ,666.67 or the principal balance , whichever is less , in the inverse order of their maturity at a prepayment price of 100% of the principal amount being prepaid plus accrued interest to the prepayment date plus a premium (expressed as a percentage of principal amount) set forth in the following table: -7- Preoavmgpt_Qgte premium Prior to March 1 , 1981 6% Prior to March 1 , 1982 5 1/2 Prior to March 1 , 1983 5 Prior to March 1 , 1984 4 1/2 Prior to March 1 , 1985 4 Prior to March 1 , 1986 3 1/2 Prior to March 1 , 1987 3 Prior to March 1 , 1988 2 1/2 Prior to March 1 , 1989 2 Prior to March 1 , 1990 1 1/2 Prior to March 1 , 1991 1 Prior to March 1 , 1992 1/2 Upon receipt by the Bank of at least five business days ' prior written notice specifying a date for the prepayment of the principal of the Bond (or any portion thereof) , the Bank shall , to the extent that amounts are or become available therefor in the Bond Fund, prepay principal , together with accrued interest on the portion prepaid, on the Bond in accordance with the preceding paragraph. In addition, if other funds in an amount in excess of $41 ,666.67 shall become available in the Bond Fund, and are not otherwise required to be applied to the payment of the Bond, the Bank shall , without notice from the Company or the Issuer , promptly, but in any event within five business days from the receipt of such funds , apply such funds to the prepayment of the Bond at the prepayment price set forth above, and shall give notice to the Company of such prepayment. All principal installments of the Bond or portion thereof designated for prepayment will cease to bear interest -8- • on the specified prepayment date, provided funds for their prepayment are on deposit at the place of payment at that time. The principal installments of and interest on the Bond shall be payable to the order of The First National Bank of Chicago or its assigns in lawful money of the United States of America at the principal office of The First National Bank of Chicago in the City of Chicago, Illinois. The Bank shall note on the Payment Record attached to the Bond the date and amount of payment of each principal installment and interest then being paid and of interest theretofore paid and not yet noted thereon and upon request of the Company or the Issuer , the Bond shall be available for inspection by the Company or the Issuer at the offices of the Bank at One First National 4 Plaza, Chicago, Illinois 60670, Attention: Group C. The Bond is non-transferable by the Bank, except as a whole and after notice in writing to the Issuer and .the Company of such transfer. The Bond shall be signed by the Mayor and attested by the City Clerk of the Issuer and the corporate seal of the Issuer shall be affixed. thereto. The Bond, together with interest thereon, shall be a limited obligation of the Issuer payable solely from the revenues and receipts derived from the Agreement (except to -9- the extent paid out of moneys attributable to the Bond proceeds or the income from the temporary investment thereof) and shall be a valid claim of the owner thereof only against the Bond Fund and other moneys held by the Bank and the revenues and receipts derived from the Agreement, which' revenues and receipts shall be used for no other purpose than to pay the principal installments of , and interest on the Bond, except as may be otherwise expressly authorized in this Resolution. The Bond and the obligation to pay interest thereon does not now and shall never constitute an indebtedness of the Issuer within the meaning of any state constitutional provision or statutory limitation, or a charge against its general credit or taxing powers , but shall be payable solely from the revenues and receipts from the Agreement . POND FORM Petior 4. That the Bond and Payment Record shall be in substantially the following form: -10- • THIS BOND MAY BE TRANSFERRED ONLY AS A WHOLE UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF KANE COUNTY OF COOK CITY OF ELGIN , ILLINOIS Industrial Development Revenue Bond (Elgin Sweeper Company Project) $1 ,500,000 The City of Elgin, Illinois , a home rule municipality duly organized and existing under the Constitution and laws of the State of Illinois (the "Issuer" ) , for value received, promises to pay solely and only from the source and as hereinafter provided, to the order of The First National Bank of Chicago, Chicago, Illinois , or its assigns , the principal sum of: ONE MILLION FIVE HUNDRED THOUSAND DOLLARS ($1 ,500,000) in 36 equal quarterly principal installments , each in the amount of $41 ,666.67 (except the last installment shall be the entire unpaid balance) commencing June 1 , 1983, together with interest from the date hereof until maturity on the principal amount from time to time remaining unpaid on this Bond at the rate of eight and one-quarter per cent (8-1/4%) per annum, calculated -11- on the basis of the actual number of days elapsed on a 360-day year, on June 1 , 1980 and quarterly thereafter on September 1, December 1 , March 1 and June 1 of each year to and including March 1, 1992. This Bond shall bear interest on any overdue principal to tte maximum extent permitted by law at a rate per annum determined by adding 1% to the interest rate on this Bond in effect at the maturity of such principal, whether by acceleration or otherwise, for the period after such maturity until paid. Both principal hereof and interest hereon are payable in immediately available funds at the principal office of The First National Bank of Chicago (the "Bank") , in the City of Chicago, Illinois. This Bond is subject to prepayment upon written notice by the Company on behalf of the Issuer at any time in whole or in part, and if in part , in a minimum amount of $41 ,666.67 or the principal balance, whichever is less , in inverse order . of maturities of principal installments at a prepayment price of 100% of the principal amount being prepaid plus accrued interest to the prepayment date, plus a premium (expressed as a percentage of principal amount) set forth in the following table: -12- E egAaa nt Dat premium Prior to March 1 , 1981 6% Prior to March 1 , 1982 5 1/2 Prior to March 1 , 1983 5 Prior to March 1 , 1984 4 1/2 Prior to March 1 , 1985 4 Prior to March 1 , 1986 3 1/2 Prior to March 1 , 1987 3 Prior to March 1 , 1988 2 1/2 Prior to March 1 , 1989 2 Prior to March 1 , 1990 1 1/2 Prior to March 1 , 1991 1 Prior to March 1 , 1992 1/2 Payments of principal and interest, including prepayments of principal installments , shall be noted on the Payment Record made a part of this Bond as provided in the Ordinance hereinafter identified pursuant to which the Bond is issued. This Bond is issued in the principal sum of $1 ,500,000 pursuant to the hereinafter described Act and to an Ordinance duly adopted by the governing body of the Issuer (the "Ordinance") for the purpose of providing funds to finance the cost of acquiring and constructing buildings , machinery, equipment and related property (such buildings , machinery, equipment and related property being hereinafter called the "Project") and paying expenses incidental thereto, to the end that the Issuer may be able to promote the right to gainful employment, business opportunities and general welfare of the inhabitants of the State of Illinois and to preserve and enhance -13- the tax base. The proceeds of the Bond will be loaned by the Issuer to Elgin Sweeper Company, a corporation organized and existing under the laws of Delaware (the "Company") for payment of the costs of acquiring , constructing and equipping the Project under the terms of a Loan Agreement dated as of March 1 , 1980 (which agreement , as from time to time supplemented and amended , is hereinafter referred to as the "Agreement") . The Bond is secured by a pledge and assignment of revenues and receipts derived by the Issuer pursuant to the Agreement and the Note of the Company identified therein, as more fully described in the Ordinance. Reference is made to the Ordinance for a description of the provisions , among others , with respect to the nature and extent of the security, the rights , duties and obligations of the Issuer , the rights of the owners of the Bond, and the terms on which the Bond is or may be issued and to all the provisions of which the owner hereof by the acceptance of this Bond assents . All principal installments of tnis Bond or portion thereof designated for prepayment will cease to bear interest on the specified prepayment date, provided funds for their prepayment are on deposit at the place of payment at that time. This Bond is issued pursuant to and in full compliance -14- with the Constitution and laws of the State of Illinois , particularly Ordinance S2-78 of the Issuer , as supplemented and amended. This Bond and the obligation to pay interest thereon are limited obligations of the Issuer and are payable solely out of the revenues and receipts derived by the Issuer from the Agreement and otherwise as provided in the Ordinance and the Agreement. This Bond and the obligation to pay interest thereon shall not be deemed to constitute an indebtedness of the Issuer within the meaning of any state constitutional limitation or statutory provision, or a charge against its general credit or taxing powers , but shall be payable solely from the revenues and receipts derived by the Issuer from the Agreement. Pursuant to the provisions of the Agreement , payments sufficient for the prompt payment when due of the principal of, premium , if any, and interest on this Bond are to be paid by the Company to the Bank for the account of the Issuer and deposited in a special account created by the Issuer and designated "Industrial Development Revenue Bond Fund (Elgin Sweeper Company Project ) " , and all revenues and receipts payable under the Agreement have been duly pledged and assigned to the Bank to secure payment of such principal installments and interest. In certain events, on the conditions , in the manner -15- and with the effect set forth in the Ordinance, the principal installments of this Bond may become or may be declared due and payable before the stated maturity thereof , together with interest accrued thereon. Modifications , alterations or amendments of the Provisions of the Ordinance may be made only to the extent and in the circumstances permitted by the Ordinance. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts , conditions and things required by the Constitution and laws of Illinois to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and nave been performed in due time, form and manner as required by law. IN WITNESS WHEREOF, the City of Elgin, Illinois has caused this Bond to be signed on its behalf by its Mayor and attested by its City Clerk and its corporate seal to be affixed hereto, all as of CITY OF ELGIN , ILLINOIS By ATTEST: Mayor City Clerk (SEAL) -16- PAYMENT RECORD The First National Principal Interest Bank of Chicago Principal Balance Payment Authorized ____ _Pulagai_ Due, (8-1/4%1 Dfficial aDd Title -17- • • PAYMENT RECORD The First National Principal Interest Bank of Chicago Principal Balance Payment Authorized ITht Pavmgpt _ Due re-i/4X) Official end Title -18- CUSTODY AND APPLICATION OF PR6CEEDS ----DE = • ,1)-1—MalkilrITON section 5. There is hereby created and established with the Bank, which is hereby constituted and appointed as depositary for the Issuer , a special fund in the name of the Issuer to be designated "Industrial Development Revenue Bond Construction Fund (Elgin Sweeper Company Project)." . The principal proceeds received by the Issuer from the sale of the Bond shall be deposited in the Construction Fund which shall be held in a separate account by the depositary. Moneys in the Construction Fund shall be expended in accordance with the provisions of the Agreement , and particularly Section 3.3 thereof. The Bank, as depositary, shall keep and maintain adequate records pertaining to the Construction Fund and all disbursements therefrom, and after the Project has been completed and a certificate of payment of all costs filed as provided in this Section, the Bank shall deliver copies of such records to the Issuer and the Company. The completion of the Project and payment of all costs and expenses incident thereto shall be evidenced by the filing with the Issuer and the Bank of a certificate of the Authorized -19- Company Representative required by Section 3.4 of the Agreement. Any moneys thereafter remaining in the Construction Fund shall be applied in accordance with Section 3.4 of the Agreement. ACQUISITION OF PROJECT AND PAYMENT 4,F AMQUtaS UUDE$ JHE AGREEMEUT Section 6. It is the declared intention of the Issuer to loan the proceeds of the Bond to the Company in order to enable the Company to acquire and construct the Project under and pursuant to the Agreement in the form which has been presented to and is hereby approved by the governing body of the Issuer and which is now on file in the official records of the Issuer. The Mayor is hereby authorized to execute and acknowledge said Agreement for and on behalf of the Issuer , and the City Clerk is hereby authorized to attest the same and to affix thereto the corporate seal of the Issuer. Said Agreement and the revenues and receipts thereof , including all moneys received under its terms and conditions , are to be sufficient to pay the principal installments of and interest on the Bond hereby authorized and are hereby pledged and ordered paid into the Bond Fund. The Agreement provides that the Company shall remit the required payments thereunder -2 0- • directly to the Bank for the account of the Issuer for deposit in said Bond Fund and such provision is hereby expressly approved. REyEHugS. BONQ FUND Section 7. There is hereby created by the Issuer and ordered established with the Bank, as depositary, a special fund to be designated "Industrial Development Revenue Bond Fund (Elgin Sweeper Company Project) " (herein sometimes referred to as the "Bond Fund" ) , which shall be used to pay the principal installments of and the interest on the Bond. There shall be deposited into the Bond Fund, as and when received , (a) any amount remaining in the Construction Fund to the extent provided in Section 3.4 of the Agreement ; (b) all payments and prepayments specified in Articles IV and VII of the Agreement ; and (c) all other moneys received by the Bank under and pursuant to any of the provisions of the Agreement. The Bank is authorized and directed to apply amounts available therefor in the Bond Fund to the payment when due of the principal of and interest on the Bond. The Issuer covenants and agrees that should there be a default under the Agreement, the Issuer shall fully cooperate with the Bank and with the owners of the Bond to the -21- end of fully protecting the rights and security of such owners. Nothing herein shall be construed as requiring the Issuer to operate the Project or to use any funds or revenues from any source other than funds and revenues derived from the Agreement. Any amounts remaining in the Bond Fund after payment in full of the principal installments of and interest on the Bond (or after provision for payment thereof as provided in this Ordinance) and the charges and expenses of the Bank, shall be paid to the Company upon the expiration or sooner termination of the term of the Agreement as provided herein and in Section 9.5 of the Agreement. ASSJGUMENT Section 8. As security for the due and punctual payment of the principal of and interest on the Bond hereby authorized the Issuer hereby assigns and pledges to the Bank all revenues and receipts derived by the Issuer pursuant to the Agreement (except any payment made pursuant to Sections 5.3 and 6.3 of the Agreement relating to indemnification and expenses of the Issuer) including the Note (as defined in the Agreement) and all rights and remedies of the Issuer under the Agreement to enforce payment thereof , and as evidence of such assignment, pledge, and security interest and of the agreement -22- of the Bank to accept its responsibilities with respect to the Construction Fund created pursuant to Section 5 hereof and to the Bond Fund created pursuant to Section 7 hereof , the Mayor is hereby authorized to execute for and on behalf of the Issuer , the Assignment and the City Clerk is hereby authorized to attest the same and to affix thereto the corporate seal of the Issuer , and the Mayor and City Clerk are authorized and directed to cause the Assignment to be executed by the Bank , with the Assignment to be in substantially the form which has been presented to and is hereby approved by the City Council of the Issuer and which is now on file in the official records of the Issuer. jNYESTMEUTS; ARBITRAGE Section 9. Any moneys held as part of the Construction Fund created pursuant to Section 5 hereof or the Bond Fund created pursuant to Section 7 hereof may be invested or reinvested on the direction of the Authorized Company Representative, in accordance with the provisions of Section 3.5 of the Agreement. Any such investment shall be held by or under control of the Bank and shall be deemed at all times a part of such fund and the interest accruing thereon and any profit realized from such investments shall be credited to such fund, and any loss resulting from such investments shall be -23- charged to such fund, which loss shall be an obligation of the Company as provided in the Agreement. As and when any amount invested pursuant to this Section may be needed for disbursement , the Company may direct the Bank to cause a sufficient amount of the investments to be sold and reduced to cash to the credit of such funds regardless of the loss on such liquidation. pENFRAI, COVENANTS aecti0n 10. The Issuer covenants that it will promptly cause to be paid solely and only from the source mentioned in the Bond, the principal of and interest on the Bond hereby authorized at the place, on the dates and in the manner provided herein and in the Bond according to the true intent and meaning thereof. The Issuer covenants that it will faithfully perform at all times any and all covenants , undertakings , stipulations and provisions contained in this Ordinance, in the Bond and in all proceedings of its City Council pertaining thereto. The Issuer covenants that it is duly authorized under the Constitution and laws of the State of Illinois , including particularly and without limitation the Act , to issue the Bond authorized hereby, and to pledge and assign the revenues , -24- receipts and property hereby pledged and assigned in the manner and to the extent herein set forth; that all action on its part for the issuance of the Bondlhas been duly and effectively taken end that the Bond is and will be a valid and enforceable limited obligation of the Issuer according to the true intent and meaning thereof. The Issuer covenants that it will execute , acknowledge and deliver such instruments , financing statements and other documents as the owners of the Bond or the Bank may reasonably require for the better assuring , pledging and assigning unto the Bank the rights of the Issuer in and to the revenues , receipts and property hereby pledged and assigned to the payment of the principal installment of and interest on the Bond. The Issuer covenants and agrees that , except as herein and in the Agreement provided, it will not sell , convey, mortgage , encumber or otherwise dispose of any part of the revenues, receipts or property derived from the Agreement , or of its rights under the Agreement. The Issuer covenants and agrees that all books and documents in its possession relating to the Project and the revenues and receipts derived from the Agreement shall at all reasonable times be open to inspection by the owners of the •25- Bond or such accountants or other agencies as such owners may from time to time designate. The Issuer covenants and agrees that it shall through the Bank or its assigns enforce all of its rights and all of the obligations of the Company under the Agreement for the benefit of the Bank or its assigns. The Issuer shall protect the rights of the Bank or its assigns hereunder with respect to the pledge and assignment of the revenues , receipts and property coming due under the Agreement. FJLEOI.TSOF DEMO' an REMEDIES ,Section 11 . If any of the following events occurs it is hereby defined as and declared to be and to constitute an "event of default" : (a) Default in the due and punctual payment of any interest on the Bond or of any principal installment of the Bond, whether at the stated maturity thereof , or upon proceedings for prepayment thereof. (b) Any event of default under Section 6.1 of the Agreement shall have occurred. Upon the occurrence of an event of default and so long as such event is continuing, the Bank, by notice in writing -26- delivered to the Issuer and the Company, may declare the principal installments of the Bond and the interest accrued thereon immediately due and payable, and such principal installments and interest shall thereupon become and be immediately due and payable. Upon any such declaration all payments under the Agreement from the Company shall immediately become due and payable as provided in Sections 6.2 and 4.2 of the Agreement. Upon the occurrence of an event of default , the Bank may pursue any available remedy at law or in equity by suit , action, mandamus or other proceeding to enforce the payment of the principal installments and interest on the Bond and to enforce and compel the performance of the duties and obligations of the Issuer as herein set forth. No remedy by the terms of this Ordinance conferred upon or reserved to the Bank is intended to be exclusive of any other remedy , but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Bank or to the owner hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right, power or remedy accruing upon any event of default shall impair any -27- such right, power or remedy or shall be construed to be a -waiver of any such event of default or acquiescence therein; and every such right, power or remedy may be exercised from time to time as often as may be deemed expedient. All moneys received pursuant to any right given or action taken under the provisions of this Section or under the provisions of Article VI of the Agreement (after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses , liabilities and advances incurred or made by the Issuer , the Bank or any owner of the Bond) and all moneys in the Construction Fund at the time of the occurrence of an event of default shall be deposited in the Bond Fund and all such moneys in the Bond Fund shall be applied to the payment of the principal of , premium, if any, and interest then due and unpaid upon the Bond tosthe person entitled thereto. Whenever moneys are to be paid pursuant to the provisions of this Section, such moneys shall be paid at such times , and from time to time, as the Bank shall determine, but in any event within five business days after deposit of such moneys in the Bond Fund. The Bank shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required -28- to make payment to the owner of any Bond until such Bond shall be presented to the Bank for appropriate endorsement or for cancellation if fully paid. Whenever all principal installments and interest on the Bond have been paid' under the provisions of this Section and all expenses of the Bank and the Issuer have been paid, any balance remaining in the Bond Fund shall be applied to the Company. With regard to any default concerning which notice is given to the Company under the provisions of this Section, the Issuer hereby grants the Company full authority for account of the Issuer to perform or observe any covenant or obligation alleged in said notice not to have been performed or observed by the Issuer , in the name and stead of the Issuer with full power to do any and all things and acts to the same extent that the Issuer could do in order to remedy such default. al —i1E-1.11E BOND: EXECUTION BE QSuMENTS aeCtion 12. (a) The sale of the Bond to the Bank at a price of S1 ,500,000 pursuant to the Bond Purchase Agreement in substantially the form which has been presented to the City Council of the Issuer , and which is now on file in the official records of the Issuer, is hereby in all respects authorized, -29- approved and confirmed, The Mayor is hereby authorized and directed to execute said Bond Purchase Agreement for and on behalf of the Issuer, and the City Clerk is hereby authorized to attest the same and to affix thereto the corporate seal of the Issuer. (b) The Agreement in substantially the form in which it has been presented to the City Council of the Issuer and which is now on file in the official records of the Issuer is ' hereby approved by such City Council and is in all respects authorized, approved and confirmed. The Mayor is hereby authorized and directed to execute the Agreement for and on behalf of the Issuer , and the City Clerk is hereby authorized to attest the same and- to affix thereto the corporate seal of the Issuer. sec 1ga 13. The Mayor and City Clerk, for and on behalf of the Issuer be , and each of them hereby is , authorized and directed to do any and all things necessary to effect the performance of all obligations of the Issuer under and pursuant to this Ordinance, the execution and delivery of the Bond and the performance of all other acts of whatever nature necessary -30- •a to effect and carry out the authority conferred by this Ordinance. The Mayor and City Clerk be, and they are hereby, further authorized and directed for and on behalf of the Issuer , to execute all papers , documents , certificates and other instruments that may be required for the carrying out of the authority conferred by this Ordinance or to evidence said authority and to exercise and otherwise take all necessary action to the full realization of the rights , accomplishments and purposes of the Issuer under the Agreement, the Assignment and the Bond Purchase Agreement and- to discharge all of the Obligations of the Issuer thereunder. NoTWEs $ection 14. It shall be sufficient service of any notice or other paper on the Issuer if the same shall be duly mailed to the Issuer by registered or certified mail addressed to the Issuer at City Hall , 150 Dexter Court, Elgin, Illinois 60120, Attention: City Clerk, or to such other address as the Issuer may from time to time file with the Bank and the Company. It shall be sufficient service of any notice or other paper on the Company if the same shall be duly mailed to the Company by registered or certified mail addressed to the Company at 1300 West Bartlett Road, Elgin, Illinois 60120, Attention: Vice President and Treasurer, or to such other address as the -31- Company may from time to time file with the Issuer and the Bank. It shall be sufficient service of any notice or other paper on the Bank if the same shall be duly mailed postage prepaid to the Bank by registered or certified mail addressed to the Banc at One First National Plaza, Chicago, Illinois 60670, Attention: Group C, or to such other address as the Bank may from time to time file with the Issuer and the Company. RESOLUTION A CONTRACT; PROVISIONS FOR aQDTFILAIL0$. ALTERATIONS ANp .AMENDMENTS $ectiQD 15. The provisions of this Ordinance shall constitute a contract between the Issuer and the owners of the Bond hereby authorized; and after the issuance of the Bond no modification, alteration, or amendment or supplement to the provisions of this Ordinance shall be made in any manner except with the written consent of the owner of the Bond until such time as all principal of and interest on the Bond shall have been paid in full. ,SaTI$FACTION AND DISCHARGE Section 16. All rights and obligations of the Issuer and the Company under the Agreement , the Assignment, the Bond , the Bond Purchase Agreement and this Ordinance shall terminate and such instruments shall cease to be of further effect, and -32- the Bank shall cancel the Bond, deliver it to the Issuer , and deliver a copy of the cancelled Bond to the Company, and shall assign and deliver to the Company any moneys in the Bond Fund required to be paid to the Company under Section 7 hereof (except moneys held by the Bank for the payment of principal of or interest on the Bond) when: (a) all expenses of the Issuer and the Bank shall have been paid ; (b) the Issuer and the Company shall have performed all of their covenants and promises in the Agreement, the Assignment , the Bond , the Bond Purchase Agreement and in this Ordinance; and (c) all principal of , premium, if any , and interest on the Bond have been fig/FRABILITY Section 17. If any section, paragraph, clause or provision of this Ordinance shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the remaining provisions hereof . -33- CAPTIONS • £ectiga 18. The captions or headings of this Ordinance are for convenience only and in no way define, limit or describe . the scope or intent of any provision of this Ordinance. PSQSCb�IONS IN CQUELICT BEPEALEL aectiQ 19. All ordinances , resolutions , and orders , or parts thereof , in -conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed, and this Ordinance shall be effective immediately upon its adoption and approval as provided by law. Councilmen Barnes, Gilliam, Hill, Kirkland, Ayes : Nelson, West and Mayor Verbic. Nays: None Adopted LL21 . I7 , 1980. • Cit Clerk • -34- STATE OF ILLINOIS ) ) SS COUNTY OF KANE ) I ,L1 R(6 Niliihereby certify that I am the duly qualified and acting City Clerk of the City of Elgin, Kane County, Illinois , and as such official 1 further certify that attached hereto is a copy of excerpts from the minutes of the meeting of the City Council of said City held on OAR . (Z- , 1980 , and of an ordinance adopted at said meeting; that I have compared said copy with the original minute record of said meeting in my official custody; and that said copy is a true , correct and complete transcript from said original minute record insofar as said original record relates to S1 ,500,000 Industrial Development Revenue Bonds (Elgin Sweeper Company Project) , of said City. WITNESS my official signature and the seal of said City this , 1714 day of J4 , 1980. City lerk (SEAL) •35- 1