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HomeMy WebLinkAboutT2-89 emb- ORDINANCE NUMBER T2-89 AN ORDINANCE providing for the issuance of $2,500,000 General Obligation Bonds, Series 1989-A, of the City of Elgin, Kane and Cook Counties, Illinois, and providing for the levy and collection of a direct annual tax for the payment of the principal of and interest on said bonds. Preambles WHEREAS, the City of Elgin, Kane and Cook Counties, Illinois (the "City" ) , has a population in excess of 25,000 and, therefore, is a home rule unit pursuant to the provisions of Article VII, Section 6 of the Constitution of the State of Illinois, and may exercise any power or perform any function pertaining to its government and affairs including, but not lim- ited to, the power to tax and to incur debt; and WHEREAS, pursuant to the provisions of said Article VII, Section 6, the City has the power to incur debt payable from ad valorem property tax receipts or from any other lawful source and maturing within forty (40) years from the time it is incurred without prior referendum approval; and WHEREAS, the City has heretofore designated a certain portion of the City as a "redevelopment project area" known as the Dundee/Summit Area A Redevelopment Project Area (the "Area" ) in accordance with the provisions of Ill. Rev. Stat. (1987) , ch. 24, S11-74. 4-1 et it2. , as amended and supplemented (the "Act" ) ; and WHEREAS, the City has approved a redevelopment plan (the "Plan" ) and redevelopment project ( the "Project" ) for the Area and held the necessary public hearings required by the Act ; and WHEREAS, the City Council (the "City Council" ) of the City has heretofore and it hereby is determined that it is in the best interests of the City that certain real property identified in that Redevelopment Agreement dated June 30, 1989, and between the City and Capital Ventures Development Corporation (the "Developer" ) , together with any improvements thereon, be acquired by the City (together, the "1989 Land Acquisition Project" ) , which real property is located within the Area; and WHEREAS, the City intends to acquire the site and convey the same to the Developer for redevelopment in accordance with the Plan and Project; and WHEREAS, the 1989 Land Acquisition Project constitutes a "redevelopment project cost" under the Act; and WHEREAS, the interest on and principal of such full faith and credit general obligation bonds to be issued in said principal amount may be paid from the taxes levied herein, from funds derived from general or other revenues of the City, from certain incremental revenues derived from the Area, or from the proceeds of bonds or other notes: NOW, THEREFORE, Be It Ordained by the City Council of • the City of Elgin, Kane and Cook Counties, Illinois, in the exer- cise of its home rule powers, as follows: -2- rft. Section 1 . Definitions. The following words and terms used in this Ordinance shall have the following meanings unless the context or use clearly indicates another or different meaning is intended: "Act" means Ill. Rev. Stat. ( 1987) , ch. 24, S11-74. 4-1 et seg. , as amended and supplemented. "Area" means the Dundee/Summit Area A Redevelopment Project Area as described more fully in Exhibit A attached hereto and heretofore established by the City Council of the City in accord with the provisions of the Act . "Bond" or "Bonds" means one or more, as applicable, of fe. the $2, 500 ,000 General Obligation Bonds, Series 1989-A, au- thorized to be issued by this Ordinance. "Bond Fund" means the Bond Fund established in Section 12 of this Ordinance. "Bond Register" means the books of the City kept by the Bond Registrar to evidence the registration and transfer of the Bonds. "Bond Registrar" means American National Bank and Trust Company of Chicago, Chicago, Illinois, a national banking association, duly authorized to do business as a bond registrar with the powers and duties as herein set forth, or a successor thereto or a successor designated as Bond Registrar hereunder. "City" means the City of Elgin, Kane and Cook Counties, Illinois. -3- a "City Council" means the City Council of the City. "City Officer" means the Mayor, City Clerk, or City Treasurer of the City. "City Treasurer" means the Finance Director of the City. "Code" means the Internal Revenue Code of 1986. "Full Faith and Credit Taxes" means the unlimited ad valorem taxes levied by and under this Ordinance on all of the taxable property in the City, sufficient to pay when due all principal of and interest on the Bonds. "Fund" means the Dundee/Summit Area A Special Tax Allocation Fund, which is a special tax allocation fund for the Project Area established pursuant to Section 11-74 .4-8 of the Act and created by ordinances heretofore adopted by the City Council of the City, as continued and further described by Section 13 of this Ordinance. "Incremental Property Taxes" means the ad valorem taxes, if any, arising from the tax levies upon taxable real property in the Area by any and all taxing districts or municipal corporations having the power to tax real property in the Area, which taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the Area over and above the "initial equalized assessed value" of each such piece of property, all as determined by the County Clerk of The County of Kane, Illinois, in accord with Section 11-74 .4-9 of the Act. -4- "Incremental Taxes" means the Incremental Property Taxes. "Ordinance" means this ordinance as originally adopted and as the same may from time to time be amended or supplemented in accordance with the terms hereof. "Paying Agent" means American National Bank and Trust Company of Chicago, Chicago, Illinois, a national banking association, duly authorized to do business as a paying agent with the powers and duties as herein set forth, or a successor thereto or a successor designated as Paying Agent hereunder . "Redevelopment Plan" means the comprehensive redevelop- ment program of the City for the Area heretofore approved by the City Council of the City. "1989 Land Acquisition Project" means the redevelop- ment project described and defined as such in the preambles to this Ordinance. Section 2. Incorporation of Preambles. The City Coun- cil hereby finds that all of the recitals contained in the pre- ambles to this Ordinance are true, correct and complete and does incorporate them into this Ordinance by this reference. Section 3 . Determination To Issue Bonds. It is neces- sary and in the best interests of the City to provide for the payment of costs of the 1989 Land Acquisition Project. Section 4. Bond Details. For the purpose of providing for the payment of costs of the 1989 Land Acquisition Project, -5- and for the payment of the costs of all expenses incidental thereto, as aforesaid, the Bonds shall be issued in the principal amount of $2, 500,000 . The Bonds shall each be designated "General Obligation Bond, Series 1989-A" ; be initially dated October 1, 1989; and shall also bear the date of authentication thereof. The Bonds shall be in fully registered form, shall be in denominations of $5,000 or integral multiples thereof, shall be numbered 1 and upward, shall become due and payable on October 1 of the year and, in the amounts (subject to the hereinafter stated right of prior redemption) , and shall bear interest per t"` annum as follows: Year of Principal Rate of Maturity Amount ($) Interest ( %) 1990 65,000 6.70 1991 70,000 6. 80 1992 75,000 6. 90 1993 80,000 6.95 1994 80,000 6.95 1995 85,000 6 .95 1996 95,000 6.95 1997 100,000 6.95 1998 105,000 6.95 1999 115,000 6. 95 2000 120,000 6.95 2001 130,000 6.95 2002 135,000 6.95 2003 145,000 6 .95 2004 155,000 6 .95 2005 165,000 7 .05 2006 175,000 7 .15 2007 190 ,000 7 .20 2008 200,000 7 .25 2009 215,000 7.30 tow • -6- r The Bonds shall bear interest from their date or from the most recent interest payment date to which interest has been paid or duly provided for, such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable on April 1 and October 1 of each year , commencing on April 1, 1990, as hereinabove provided. Interest on each Bond shall be paid by check or draft of the Paying Agent to the person in whose name such Bond is registered at the close of business on the 15th day of the month next preceding the interest payment date. The prin- cipal of and premium ( if any) on the Bonds shall be payable in lawful money of the United States of America at the principal corporate trust office of the Paying Agent in the City of Chicago, Illinois, or at successor Paying Agent and locality. Section 5. Execution; Authentication. The Bonds shall be executed on behalf of the City by the manual or duly autho- rized facsimile signature of its Mayor and attested by the manual or duly authorized facsimile signature of its City Clerk, as they may determine, and shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the City. In case any City Officer whose signature shall appear on any Bond shall cease to be such City Officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such City Officer had remained in office until delivery. -7- All Bonds shall have thereon a certificate of authenti- cation, substantially in the form hereinafter set forth, duly executed by the Bond Registrar as authenticating agent of the City and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any secu- rity or benefit under this Ordinance unless and until such certi- ficate of authentication shall have been duly executed by the Bond Registrar by manual signature, and such certificate of au- thentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Ordi- nance. The certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder . Section 6. Registration of Bonds; Persons Treated as Owners. The City shall cause books (the "Bond Register" ) for the registration and for the transfer of the Bonds as provided in this Ordinance to be kept at the principal corporate trust office of the Bond Registrar , which is hereby constituted and appointed the registrar of the City. The City is authorized to prepare, and the Bond Registrar or such other agent as the City may desig- nate shall keep custody of, multiple bond blanks executed by the City for use in the transfer and exchange of Bonds. -8- Upon surrender for transfer of any Bond at the prin- cipa; corporate trust office of the Bond Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Bond Registrar and duly executed by, the registered owner or his attorney duly authorized in writing, the City shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of the same maturity of authorized denomination(s) for a like aggregate prin- cipal amount. Any fully registered Bond or Bonds may be exchanged at (01. said office of the Bond Registrar for a like aggregate principal amount of Bond or Bonds of the same maturity of other authorized denomination(s) . The execution by the City of any fully regis- tered Bond shall constitute full and due authorization of such Bond, and the Bond Registrar shall thereby be authorized to au- thenticate, date and deliver such Bond; provided, however , the principal amount of Bonds of each maturity authenticated by the Bond Registrar shall not at any one time exceed the authorized principal amount of Bonds for such maturity less the amount of such Bonds which has been paid. The Bond Registrar shall not be required to transfer or exchange any Bond during the period of five days next preceding mailing of a notice of redemption of any Bond or to transfer or exchange any Bond all or a portion of which has been selected for redemption. -9- r The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on any Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liabil- ity upon such Bond to the extent of the sum or sums so paid. No service charge shall be made for any transfer or exchange of Bonds, but the City or the Bond Registrar may require payment of a sum sufficient to cover any tax or other govern- mental charge that may be imposed in connection with any transfer or exchange of Bonds. Section 7. Redemption. Those of the Bonds due on or after October 1, 1997, are subject to redemption and payment prior to their maturity, at the option of the Municipality, in whole or in part, from any available funds, on October 1, 1996, or on any date thereafter, and if in part, in an amount which is equal to at least $5,000 or is an integral multiple thereof, in inverse order of maturity and within any maturity by lot, the redemption prices (expressed as a percentage of principal amount redeemed) for the periods set forth below plus accrued interest to the date fixed for redemption: • eft -10- Redemption Period Price (dates inclusive) (%) October 1, 1996, to September 30, 1997 101.75 October 1, 1997, to September 30, 1998 101.50 October 1, 1998, to September 30, 1999 101 . 25 October 1, 1999 to September 30, 2000 101. 00 October 1, 2000 to September 30, 2001 100.75 October 1, 2001 to September 30, 2002 100. 50 October 1, 2002 to September 30, 2003 100. 25 October 1, 2003 and thereafter 100 .00 Unless waived by the Bond Registrar, the City shall notify the Bond Registrar of the redemption of Bonds (by maturity and amount per maturity, if less than all Bonds of a maturity are to be redeemed) not less than 45 days prior to the date of redemption. In the event of a partial redemption of Bonds of a given maturity, the particular Bonds or portions thereof to be redeemed shall be selected by lot not more than 60 days prior to the redemption date by the Bond Registrar . With respect to partial redemptions, the Bond Registrar shall select the Bonds or portion thereof to be redeemed by such method of lottery as the Bond Registrar shall deem fair and appropriate; provided that such lottery shall provide for the selection for redemption of Bonds or portions thereof so that any $5,000 Bond or $5,000 portion of a Bond shall be as likely to be called for redemption as any other such $5,000 Bond or $5,000 portion. The Bond Registrar shall promptly notify the City in writing of the Bonds or portions of Bonds selected for redemption eft and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. -11- r Unless waived by the registered owner of Bonds to be redeemed, notice of any such redemption shall be given by the Bond Registrar on behalf of the City by mailing the redemption notice by registered or certified mail not less than 30 days and not more than 60 days prior to the date fixed for redemption to each registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owners to the Bond Registrar . All notices of redemption shall include at least the eft information as follows: 1. the redemption date; 2. the redemption price; 3. if less than all of the Bonds of a single maturity are to be redeemed, the identification (and, in the case of partial redemption of any Bonds, the respective principal amounts) of the Bonds to be redeemed; 4. a statement that on the redemption date the redemp- tion price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after said date; and 5. the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal corporate trust office of the Bond Registrar . Prior to any redemption date, the City shall deposit with the Bond Registrar an amount of money sufficient to pay the eft redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. -12- 1 Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed, to any particular registered owner, shall affect the sufficiency of such notice with respect to other Bonds. Notice having been properly given, failure of a registered owner to receive such notice shall not be low deemed to invalidate, limit or delay the effect of the notice or redemption action described in the notice. Such notice may be waived in writing by the registered owner entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by registered owners shall be filed with the Bond Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Upon surrender of such Bonds for redemption in accor- dance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. The procedure for payment of interest due on or prior to the redemption date shall be as herein provided for payment of interest otherwise due. Upon eft surrender for any partial redemption of any Bond, there shall be -13- eft. prepared for the registered owner a new Bond or Bonds of like tenor, of authorized denominations, of the same maturity and bearing the same rate of interest in the amount of the unpaid principal. If any Bond or portion of Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid or duly provided for, bear interest from the redemption date at the rate borne by the Bond or portion of Bond so called for redemption. All Bonds which have been redeemed shall be cancelled and destroyed by the Bond Registrar and shall not be reissued. In addition to the foregoing notice, further notice shall be given by the Bond Registrar on behalf of the City as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner invalidate, limit or delay the redemption action if notice thereof is given as above prescribed. Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (a) the CUSIP numbers of all Bonds being re- deemed; (b) the date of issue of the Bonds as originally issued; (c) the rate of interest borne by each Bond being redeemed; (d) the maturity date of each Bond being redeemed; and (e) any other descriptive information needed to identify accurately the Bonds "" being redeemed. -14- r Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certi- fied mail or overnight delivery service to all registered securi- ties depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depos- itories now being Depository Trust Company of New York, New York, Midwest Securities Trust Company of Chicago, Illinois, Pacific Securities Depository Trust Company of San Francisco, California, and Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more national information services, eik chosen in the discretion of the Bond Registrar , that disseminate notice of redemption of obligations such as the Bonds. Each such further notice shall be published one time in The Bond Buyer, New York , New York or , if such publication is impractical or unlikely to reach a substantial number of the registered owners of the Bonds, in some other financial newspaper or journal which regularly carries notices of redemption of other obligations similar to the Bonds, such publication to be made at least 30 days prior to the date fixed for redemption. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer . -15- (lek Additional Bonds hereinafter issued pursuant to the terms hereof may be redeemable at such times and upon such terms as may be determined at the time of authorization thereof. Section 8. Form of Bond. The Bonds shall be in sub- stantially the form hereinafter set forth; provided, however, that if the text of the Bond is to be printed in its entirety on the front side of the Bond, then paragraph [ 2] and the legend "See Reverse Side for Additional Provisions" shall be omitted and paragraphs [6 ] through ( 13 ] shall be inserted immediately after paragraph [1] . r -16- rft [Form of Bond - Front Side) REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF KANE AND COOK CITY OF ELGIN GENERAL OBLIGATION BOND SERIES 1989-A See Reverse Side for Additional Provisions rik Interest Maturity Dated Rate: Date: October 1, Date: October 1, 1989 CUSIP Registered Owner : Principal Amount : ( 1) KNOW ALL PERSONS BY THESE PRESENTS, that the City of Elgin, Kane and Cook Counties, Illinois, a City, a home rule unit, and political subdivision of the State of Illinois ( the "City") , hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest (computed on the basis of a 360-day year of twelve eisk 30-day months) on such Principal Amount from the date of this -17- • r Bond or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above, such interest to be payable on April 1 and Cctober 1 of each year, commencing April 1, 1990, until said Principal Amount is paid, except as the hereinafter stated provisions for redemp- tion prior to maturity shall and may become applicable hereto. Both principal of and premium ( if any) on this Bond are payable in lawful money of the United States of America at the principal corporate trust office of American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois, as paying agent ( the "Paying Agent" ) . Payment of interest shall be made to the Registered Owner hereof as shown on the registration books of the City maintained by American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois, as bond registrar (the "Bond Registrar" ) , at the close of business on the 15th day of the month next preceding the interest payment date and shall be paid by check or draft of the Paying Agent mailed to the address of such Registered Owner as it appears on such registra- tion books or at such other address furnished in writing by such Registered Owner to the Bond Registrar . [ 2] Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. -18- [3 ] It is hereby certified and recited that all condi- tions, acts, and things required by the Constitution and Laws of the State of Illinois to exist or to be done precedent to and in the issuance of this Bond have existed and have been properly done, happened, and been performed in regular and due form and time as required by law; that the indebtedness of the City, re- presented by the Bonds, and including all other indebtedness of the City, howsoever evidenced or incurred, does not exceed any constitutional or statutory limitation; and that provision has been made for the collection of a direct annual tax, in addition to all other taxes, on all of the taxable property in the City low sufficient, with other funds set aside by the City, to pay the interest hereon as the same falls due and also to pay and dis- charge the principal hereof at maturity. [ 4] This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar. ( 5 ] IN WITNESS WHEREOF, the City of Elgin, Kane and Cook Counties, Illinois, by its City Council, has caused this Bond to be executed by the manual or duly authorized facsimile signature of its Mayor and attested by the manual or duly autho- rized facsimile signature of its City Clerk and its corporate • -19- , • r seal or a facsimile thereof to be impressed or reproduced hereon, all as appearing hereon and as of the Dated Date identified above. Mayor, City of Elgin, Kane and Cook Counties, Illinois City Clerk, City of Elgin, Kane and Cook Counties, Illinois (SEAL) Date of Authentication: CERTIFICATE Bond Registrar : American National Bank OF and Trust Company of AUTHENTICATION Chicago Paying Agent: American National Bank and Trust Company of Chicago This Bond is one of the Bonds described in the within men- tioned Ordinance and is one of the General Obligation Bonds, Series 1989-A, having a Dated Date of October 1, 1989, of the City of Elgin, Kane and Cook Counties, Illinois. American National Bank and Trust Company of Chicago as Bond Registrar By Authorized Officer eft -20- r [Form of Bond - Reverse Side] City of Elgin, Kane and Cook Counties, Illinois General Obligation Bond, Series 1989-A [6] This bond is one of a series of bonds (the "Bonds" ) in the aggregate principal amount of $2,500,000 issued by the City for the purpose of paying the costs of the 1989 Land Acquisition Project, and of paying the costs of all expenses incidental thereto, all as described and defined in the ordinance authorizing the Bonds ( the "Ordinance" ) , pursuant to and in all eft respects in compliance with the applicable provisions of Section 6 of Article VII of the Illinois Constitution of 1970, and the City's home rule powers thereunder and of Division 74 . 4 of Article 11 of the Illinois Municipal Code, as supplemented and amended, and in compliance with the Ordinance, duly passed by the City Council of the City, approved by the Mayor thereof, and published, in all respects as by law required. [7 ] Those of the Bonds due on or after October 1, 1997, are subject to redemption at the option of the Municipality, in whole or in part, on October 1, 1996, or on any date thereafter, in integral multiples of $5,000, in inverse order of maturity and within any maturity by lot, at the redemp- tion prices (expressed as a percentage of principal amount redeemed) for the periods set forth below plus accrued interest to the date fixed for redemption: -21- . r Redemption Period Price (dates inclusive) ( %) October 1, 1996 , to September 30 , 1997 101.75 October 1, 1997, to September 30 , 1998 101. 50 October 1, 1998, to September 30, 1999 101. 25 October 1, 1999 to September 30, 2000 101. 00 October 1, 2000 to September 30, 2001 100.75 October 1, 2001 to September 30, 2002 100.50 October 1, 2002 to September 30, 2003 100.25 October 1, 2003 and thereafter 100 .00 [8 ] Unless waived by the Registered Owner of Bonds to be redeemed, notice of any such redemption shall be given by the Bond Registrar on behalf of the City by mailing the redemption notice by registered or certified mail not less than 30 days and not more than 60 days prior to the date fixed for redemption to each Registered Owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such Registered Owner to the Bond Regis- trar. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed, to any particular Registered Owner of a Bond, shall affect the sufficiency of such notice with respect to other Registered Owners. Notice having been properly given, failure of a Registered Owner of a Bond to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or redemption action described in the notice. Such notice may be waived in writing by a Registered Owner of a Bond entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Notice of redemption having been given as aforesaid, the -22- Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. The procedure for the payment of interest due on or prior to the redemption date shall be as herein provided for payment of interest otherwise due. Upon surrender for any partial redemption of any Bond, there shall be prepared for the rft. Registered Owner a new Bond or Bonds of like tenor, of authorized denominations, of the same maturity, and bearing the same rate of interest in the amount of the unpaid principal . (9] The Bonds are issued in fully registered form in the denominations of $5,000 and authorized integral multiples thereof. This Bond may be exchanged at the principal corporate trust office of the Bond Registrar in the City of Chicago, Illinois, for a like aggregate principal amount of Bonds of the same interest rate of other authorized denominations upon the terms set forth in the Ordinance. (10 ] This Bond is transferable by the Registered Owner hereof in person or by his attorney duly authorized in writing at the principal corporate trust office of the Bond Registrar in the City of Elgin, Illinois, but only in the manner, subject to the -23- r limitations, and upon payment of the charges provided in the Ordinance, and upon surrender and cancellation of this Bond. Upon such transfer , a new Bond or Bonds of authorized denomina- tion(s) of the same interest rate and for the same aggregate principal amount will be issued to the transferee in exchange therefor . ( 11 ] The Bond Registrar shall not be required to transfer or exchange any Bond during the period of five days next preceding mailing of a notice of redemption of any Bond or to transfer or exchange any Bond all or a portion of which has been selected for redemption. (12 ] The City, the Bond Registrar , and the Paying Agent may deem and treat the Registered Owner hereof as the abso- lute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes; and the City, the Bond Registrar , and the Paying Agent shall not be affected by any notice to the contrary. [13 ] The City has designated this Bond a "qualified tax-exempt obligation" pursuant to Section 265(b) (3) of the Internal Revenue Code of 1986. eft -24- m (TRANSFER) FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers unto (Name and Address of Transferee) the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: r Signature guaranteed: NOTICE: The signature to this transfer and assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every par- ticular , without alteration or enlargement or any change whatever . Section 9 . Tax Levy. For the purpose of providing funds required to pay the interest on the Bonds promptly when and as the same falls due and to pay and discharge the principal thereof at maturity, there is hereby levied upon all of the tax- able property within the City, in the years for which any of the Bonds are outstanding, a direct annual tax sufficient for that purpose; and there is hereby levied on all of the taxable prop- erty in the City, in addition to all other taxes, the following direct annual taxes ( the "Full Faith and Credit Taxes" ) , to-wit: -25- r For the Year A Tax Sufficient to Produce the Sum of: 1989 $ 65,000.00 for principal and interest up to and including October 1, 1990 (net of capitalized interest of $175,787.50 1990 167,220.00 [net of capitalized interest of $74,212. 50] 1991 241,672. 50 for principal and interest 1992 241,497.50 for principal and interest 1993 235,937.50 for principal and interest 1994 235,377 .50 for principal and interest 1995 239 ,470 .00 for principal and interest 1996 237,867.50 for principal and interest 1997 235,917. 50 for principal and interest 1998 238,620.00 for principal and interest 1999 235,627.50 for principal and interest 2000 237,287.50 for principal and interest 2001 233, 252. 50 for principal and interest 2002 233,870.00 for principal and interest 2003 233,792.50 for principal and interest 2004 233,020 .00 for principal and interest 2005 231,387.50 for principal and interest 2006 233,875.00 for principal and interest 2007 230,195.00 for principal and interest 2008 230,695.00 for principal and interest Interest or principal coming due at any time when there are insufficient funds on hand from the foregoing tax levy to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of said taxes herein levied; and when said taxes shall have been collected, reimbursement shall be made to said funds in the amount so advanced. The City covenants and agrees with the purchasers and the holders of the Bonds that so long as any of the Bonds remain outstanding, the City will take no action or fail to take any action which in any way would adversely affect the ability of the City to levy and collect the foregoing tax levy. The City and -26- • tow its officers will comply with all present and future applicable laws in order to assure that the foregoing taxes will be levied, extended, and collected as provided herein and deposited into the hereinafter created Bond Fund. Whenever other funds, including revenues derived from the 1989 Land Acquisition Project and moneys to the credit of the Fund, are made available for the purpose of paying any of such interest or principal (and such funds are not a temporary advance of funds) , the City Council shall, by proper proceedings, direct the deposit of such funds into the hereinafter created Bond Fund, and further, in and by such proceedings, shall direct the abate- went of the Full Faith and Credit Taxes by the amount deposited. A certified copy of such proceedings shall be filed with the County Clerks of The Counties of Kane and of Cook, Illinois, prior to the extension of the Full Faith and Credit Taxes for collection. Whenever any of the Bonds which by their terms are callable for redemption prior to their maturity have been so called and payment made or provided for, the Full Faith and Credit Taxes levied hereunder to pay such prinicpal and interest shall also be abated by proper proceedings, and a certified copy thereof shall likewise be filed with said County Clerks. -27- Section 10. Filing with County Clerks. Promptly, as soon as this Ordinance becomes effective, a copy hereof, certi- fied by the City Clerk of the City, shall be filed with the County Clerks of The Counties of Kane and of Cook, Illinois; and said County Clerks shall in and for each of the years 1989 to 2008, inclusive, ascertain the rate per cent required to produce the aggregate tax hereinbefore provided to be levied in each of said years; and said County Clerks shall extend the same for collection on the tax books in connection with other taxes levied in said years in and by the City for general corporate purposes of the City; and in said years such annual tax shall be levied and collected by and for and on behalf of the City in like manner as taxes for general corporate purposes for said years are levied and collected and in addition to and in excess of all other taxes. Section 11 . Sale of Bonds. The Bonds shall be exe- cuted as in this Ordinance provided as soon after the passage hereof as may be, shall be deposited with the City Treasurer, and shall be by the Treasurer delivered to the purchaser(s) thereof, namely, Harris Trust and Savings Bank, Chicago, Illinois, upon payment of the purchase price agreed upon, the same being not less than par plus a premium of $50. 50 plus accrued interest to date of delivery; the contract for the sale of the Bonds hereto- fore entered into is in all respects ratified, approved and confirmed, it being hereby found and determined that said con- -28- tract is in the best interests of the City and that no person holding an office of the City either by election or appointment, is in any manner interested, either directly or indirectly, in his own name or in the name of any other person, association, trust or corporation, in said contract for the purpose of the Bonds. Section 12. Creation of Funds and Appropriations. The proceeds derived from the sale of the Bonds shall be used as follows: (a) Accrued interest on the Bonds, capitalized inter- est in the amount of $250,000, and premium, if any, shall be and is hereby appropriated for the purpose of paying such 0"'' interest due on the Bonds and to such end is hereby ordered to be deposited into the "General Obligation Bonds, Series 1989-A, Bond Fund" (the "Bond Fund" ) , hereby created, which shall be the fund for the payment of principal of and inter- est on the Bonds. Taxes received for the payment of the Bonds shall be deposited into the Bond Fund and used solely and only for the purpose of paying the Bonds. Interest received from investments on deposit in the Bond Fund shall be retained therein. (b) The sum necessary shall be set aside in a separate fund hereby created and designated as the "Expense Fund, " which shall be used to pay the costs and expenses incidental to the issuance of the Bonds, without any further action or direction of the City Council. Any funds remaining to the credit of the Expense Fund on the date which is six months following the delivery of the Bonds shall be transferred to the hereinafter established Project Fund. (c) The remaining funds shall be set aside in a separate fund hereby created and designated as the "Dundee/Summit Redevelopment Project Area 3 Project Fund (1989) " , ( the "Project Fund" ) , which shall be deposited in a bank or banks to be hereafter designated by the City Coun- cil. Money in said fund shall be withdrawn from time to time as needed for the payment of costs of the 1989 Land [ Acquisition Project and paying the fees and expenses inci- dental thereto not paid out of the Expense Fund, and said money shall be withdrawn from the depository from time to -29- time by the Treasurer of the City only upon submission by him to said depository of the following: ( i) If such withdrawal of funds by the Treasurer is for payment to a supplier, materialman, or contrac- tor for work done in connection with the 1989 Land Acquisition Project, a certificate executed by the engineer in charge of the construction of the Project stating the amount of materials supplied or the nature of the work completed, that such materials have been properly accepted or such work approved by him, the amount due and payable thereon, and the amount remain- ing to be paid in connection with the 1989 Land Acqui- sition Project; and ( ii) A duplicate copy of the order signed by the Mayor and City Clerk, or such other officer(s) as may from time to time be by law authorized to sign and countersign orders of the Treasurer of the City, stat- ing specifically the purpose for which the order is e " issued and indicating that the payment for which the order is issued has been approved by the City Council . Section 13 . Incremental Property Taxes Fund - Accounts. There is hereby continued the Fund. All of the Incremental Taxes, any amounts received from the sale of property acquired or constructed and paid for from Bond proceeds, includ- ing, specifically, the 1989 Land Acquisition Project, and any other revenues from any source whatsoever designated to pay prin- cipal of, interest on and premium, if any, on the Bonds shall be set aside as collected and be deposited in the Fund, which is a trust fund established for the purpose of carrying out the cove- nants, terms and conditions imposed upon the City by the Act . In accordance with the provisions of the Act, the A Incremental Taxes are to be paid to the City Treasurer by the officers who collect or receive the Incremental Taxes. Whenever the City Treasurer receives any of the Incremental Taxes he shall -30- r- identify the same by source to the extent required by the Act and shall promptly credit the same for deposit into the Fund. The moneys on deposit in the Fund shall be used solely and only for the payment of redevelopment project costs in the Area, including the payment of principal of and interest on the Bonds. Section 14. Arbitrage. The City represents and cer- tifies as follows with respect to the Bonds: (a) All of the principal proceeds of the Bonds will be expended on or before October 1 , 1992. (b) The City recognizes that the provisions of Section 148 of the Code require a rebate to the United States in certain circumstances. An exemption to rebate requirements appears at Section 148( f) ( 4) (C) of the Code and applies to this issue. No rebate is required or planned by the City. In support of this conclusion, the City covenants, repre- sents and certifies as follows: ( i) That the City is a governmental unit with general taxing powers; ( ii) That none of the Bonds is a "private activity bond" (as defined in Section 141(a) of the Code) ; ( iii) That 95 percent or more of the net proceeds of the Bonds are to be used for local governmental activities of the City; and ( iv) That the aggregate face amount of all tax exempt bonds (other than "private activity bonds" ) issued by the City (and all subordinate entities there- of) during 1989 is not reasonably expected to exceed $5,000,000. (c) The City has heretofore incurred, or within six months after delivery of the Bonds expects to incur , sub- stantial binding obligations with respect to the 1989 Land Acquisition Project to be paid for with moneys received from the sale of the Bonds, said binding obligations comprising binding contracts for the Project in not less than the amount of $100,000. -31- (d) The 1989 Land Acquisition Project is expected to proceed with due diligence to completion. (e) The City will receive the agreed-upon price plus accrued interest from the sale of the Bonds. Accrued inter- est and premium, if any, on the Bonds is to be deposited into the Bond Fund and used to pay first interest coming due on the Bonds. (f) Except for the Bond Fund, the City has not created or established and will not create or establish any sinking fund, reserve fund or any other similar fund to provide for the payment of the Bonds. The Bond Fund has been estab- lished and will be funded in a manner primarily to achieve a proper matching of tax revenues and debt service, and will be depleted at least annually to an amount not in excess of 1/12 the particular annual debt service on the Bonds. Money deposited in the Bond Fund will be spent within a 13-month period beginning on the date of deposit, and investment earnings in the Bond Fund will be spent or withdrawn from the Bond Fund within a one-year period beginning on the date of receipt. (g) The foregoing statements of expectation are based upon the following facts and estimates: (1) Amounts shown as received will be received pursuant to contract of sale. (2) Amounts paid or to be paid into various funds and accounts have been directed to be paid into said funds and accounts by authority hereof or are expected to be so directed to be paid by further proceedings. (3) The anticipated dates of the obligation of and expenditure of money in the Project Fund derived from the sale of Bonds and the amounts to be spent on or before such dates is based upon consultation with the architects, engineers and administrative staff of the City charged with responsible supervision of the 1989 Land Acquisition Project. (h) If at any time after the third anniversary of the date of issuance of the Bonds, the amount of money in the Project Fund exceeds $100,000, the amount of money then in the Project Fund in excess of said sum of $100 ,000 shall not be invested at a yield "materially higher" (as defined in the Treasury Regulations hereinafter cited) than the yield on the Bonds. -32- ( i) In valuing the moneys on deposit in the Project Fund at any time for the purposes of complying with the foregoing paragraph, investments will be taken into account at purchase price with the following exception: if an investment is purchased at a discount or results in interest payments for any annual period in excess of interest pay- ments for any preceding annual period ( reflecting the annual reinvestment of accrued interest as principal) , the amount of such discount or excess interest (not discounted to present value) shall be added to the purchase price ratably each year over the term of the investment. The yield on investments shall be calculated on the basis of the actual payments received from and the price paid for such invest- ments. ( j ) The City has not been notified of any disqualifi- cation or proposed disqualification of it by the Commis- sioner of the Internal Revenue Service as a bond issuer which may certify bond issues under Treas. Reg. 51.103-13 (a) ( 2) ( ii) (1979) . eik (k) To the best of the knowledge and belief of the City Council, there are no facts, estimates or circumstances that would materially change the conclusions and representa- tions set out in this Section and the expectations set out in this Section are reasonable. The City Council also certifies and further covenants with the purchasers and holders of the Bonds from time to time outstanding that moneys on deposit in any fund or account in connection with the Bonds, whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other source, will not be used in a manner which will cause the Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code, and any lawful regulations promulgated there- under, including Treas. Reg. SS1.103-13, 1.103-14 and 1. 103-15 (1979) as the same presently exist, or may from time to time rft hereafter be amended, supplemented or revised. The City Council reserves the right, however, to make any investment of moneys on -33- f deposit in any fund or account in connection with the Bonds per- mitted by state law, if, when and to the extent that such invest- ment would not, in the opinion of counsel of recognized compe- tence in such matters, result in the inclusion of interest on the Bonds in gross income for federal income tax purposes ( such status of interest on the Bonds being hereinafter referred to as "Tax Exempt" ) . Section 15. Registered Form. The City recognizes that the Code requires the Bonds to be issued and to remain in fully registered form in order that interest thereon be Tax Exempt under laws in force at the time the Bonds are delivered. In this rb. connection, the City agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form. Section 16. List of Bondholders. The Bond Registrar shall maintain a list of the names and addresses of the owners of all Bonds. Section 17 . Rights and Duties of Bond Registrar . If requested by the Bond Registrar , any City Officer is 'authorized to execute the Bond Registrar ' s standard form of agreement between the City and the Bond Registrar with respect to the obli- gations and duties of the Bond Registrar hereunder . In addition to the terms of such agreement and subject to modification there- by, the Bond Registrar by its acceptance of duties hereunder agrees as follows: -34- re. (a) to act as bond registrar , paying agent, authenti- cating agent, and transfer agent as provided herein; (b) to maintain a list of Bondholders as set forth herein and to furnish such list to the City upon request , but otherwise to keep such list confidential except to the extent otherwise required by law; (c) to cancel and/or destroy Bonds which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer; (d) to furnish the City at least annually a certi- ficate with respect to Bonds cancelled and/or destroyed; and (e) to furnish the City at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. The City Clerk of the City is hereby directed to file a low certified copy of this Ordinance with the Bond Registrar and the Paying Agent. Section 18. Not Private Activity Bonds None of the Bonds is a "private activity bond" as defined in Section 141(a) of the Code. In support of such con- clusion, the City certifies, represents and covenants as follows: (a) No direct or indirect payments in excess of ten percent of the principal of and interest on the Bonds are to be made on any Bond with respect to any private business use by any person other than a state or local governmental unit. The City hereby covenants, warrants, and certifies that it will not receive disposition proceeds upon its reconveyance of the property acquired with the proceeds of the Bonds in an amount equal to or in excess of ten percent of the prin- cipal of and interest on the Bonds. (b) None of the proceeds of the Bonds is to be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit . • -35- r Section 19. Further Tax Covenants The City agrees to comply with all provisions of the Code which, if not complied with by the City, would cause the Bonds not to be Tax Exempt. In furtherance of the foregoing provisions, but without limiting their generality, the City agrees: (a) through its officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to comply with all repre- sentations, covenants and assurances contained in certificates or agreements as may be prepared by counsel approving the Bonds; (c) eft to consult with such counsel and to comply with such advice as may be given; (d) to pay to the United States, if necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds; (e) to file such forms, statements and supporting documents as may be required and in a timely manner; and ( f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors , attorneys and other persons to assist the City in such compliance. Section 20. Qualified Tax-Exempt Obligations The City recognizes the provisions of Section 265(b) ( 3 ) of the Code which provide that a "qualified tax-exempt obliga- tion" as therein defined may be treated by certain financial institutions as if it were acquired on August 7, 1986, for cer- rtain purposes. The City hereby designates each of the Bonds as may be from time to time outstanding for purposes of Section -36- 4 eft 265(b) ( 3) of the Code as a "qualified tax-exempt obligation" as provided therein. In support of such designation, the City certifies, represents and covenants as follows: (a) The Bonds are not "private activity bonds" as defined in Section 141(a) of the Code. (b) Including the Bonds, the City ( including any enti- ties subordinate thereto) has not and does not reasonably expect to issue in excess of $10,000,000 in "qualified tax- exempt obligations" (other than "private activity bonds" ) (as such terms are defined in the Code) during 1989. (c) Including the Bonds, not more than $10,000,000 of obligations issued by the City ( including any entities subordinate thereto) during the calendar year of issuance of eft the Bonds have been to date or will be designated by the City for purposes of said Section 265(b) ( 3) . Section 21. Publication of Ordinance. A full, true and complete copy of this Ordinance shall be published within ten (10) days after passage in pamphlet form by authority of the City Council, and thereafter this Ordinance shall be in full force and effect. Section 22. Superseder and Effective Date. All other ordinances, resolutions and orders, or parts thereof, in conflict herewith, are to the extent of such conflict hereby superseded; and this Ordinance shall be in full force and effect upon its passage, approval, and publication as provided herein. -37- A r AYES: Councilmen Fox, Gilliam, Moylan, Popple, Shales, Walters and Mayor VanDeVoorde. NAYS: None. ABSENT: None. ADOPTED: September 27, 1989. APPROVED: September 27 , 1989 . s/ George VanDeVoorde Mayor, City of Elgin, Kane and Cook Counties, Illinois Attest: s/ Marie Yearman City Clerk, City of Elgin, Kane and Cook Counties, Illinois rft row -38-