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HomeMy WebLinkAboutS13-91 ORDINANCE NUMBER S13-91 AN ORDINANCE providing for the issuance of $5,920,000 General Obligation Refunding Bonds, Series 1991A, 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. WHEREAS the City of Elgin, Kane and Cook Counties , Illinois ( the "City" ) , has a population in excess of 25 ,000 as determined by the last official census and, accordingly, pursuant to the provisions of the 1970 Constitution of the State of Illinois and particularly Article VII , Section 6(a) thereof, the City is a home rule unit and as such may exercise any power or perform any function pertaining to its government and affairs, including, but not limited to, the power to tax and to incur debt; and WHEREAS pursuant to the provisions of said Section 6 of Article VII of the 1970 Constitution, the City has the power to incur debt payable from ad valorem tax receipts maturing within 40 years from the time it is incurred and without prior refer- endum approval; and WHEREAS, on the 23rd day of April, 1975 , the City Council of the City did adopt an ordinance determining the procedures to be followed in the borrowing of money for public purposes of the City and in evidence of such borrowing the issuing of full faith and credit bonds of the City without referendum approval, such ordinance being entitled: ORDINANCE NO. G22-75 AN ORDINANCE establishing procedures to be followed by the City of Elgin, Kane and Cook Counties, Illinois , in issuing non-referendum general obligation bonds which ordinance was amended by Ordinance No. G14-80 adopted on January 28 , 1980 , by Ordinance No. 64-80 adopted on October 8, 1980 and by Ordinance No. G39-82 adopted on July 28, 1982 (Ordinance No. G22-75 as so amended being referred to hereinafter as the "Enabling Ordinance" ) ; and WHEREAS the City has heretofore issued the following outstanding and validly subsisting and unpaid general obligation corporate purpose bonds : rh General Obligation Parking Bonds, Series 1980A $2,600 ,000 Series 1980A Bonds , issued on November 20 , 1980 ; bearing a dated date of November 1, 1980; of which $1, 650 , 000 are still Outstanding due serially on January 1 of the years and in the amounts and bearing interest at the rates percent per annum as follows : Year Amount ( $ ) Rate ( % ) 1992 150 ,000 8 . 00 1993 150 , 000 8 . 00 1994 150 ,000 8 . 00 1995 150 ,000 8 . 00 1996 150 , 000 8 . 25 1997 150 ,000 8 . 25 1998 150 , 000 8 . 25 1999 200 , 000 8 .75 2000 200 , 000 8 .75 2001 200 , 000 9 . 00 -2- r Series 1980A Bonds due on or after January 1 , 1994, are redeemable on July 1, 1993 (or any interest payment date thereafter ) at the redemption price of par plus a premium of 1/2 of 1% of the principal amount of each bond being redeemed for each interest payment date subsequent to the date of redemption, up to and including the maturity date of such bond ( such premium not to exceed 3% of the principal amount of such bond) plus accrued interest; Corporate Purpose Bonds, Series 1984 $1, 925,000 Series 1984 Bonds , issued on October 1, 1984; bearing a dated date of October 1, 1984; of which $510,000 are still Outstanding due serially on January 1 of the years and in the amounts and bearing interest at the rates percent per annum as follows: Year Amount ( $ ) Rate ( %) 1992 100,000 8 . 50 1993 100 ,000 8 .70 1994 150 ,000 8 .90 1995 160 , 000 9 . 00 Series 1984 Bonds due on or after January 1, 1992, are redeemable on January 1, 1991 (or any interest payment date thereafter) at the redemption price of par plus a premium of 2% of the principal amount plus accrued interest ; General Obligation Corporate Purpose Bonds, Series 1985 $4 , 300,000 Series 1985 Bonds, issued on December 16 , 1985; bearing a dated date of December 1, 1985; of which $4, 300 ,000 are still Outstanding due serially on January 1 of the -3- . r years and in the amounts and bearing interest at the rates percent per annum as follows : Year Amount ( $ ) Rate ( % ) 1992 50 , 000 9 . 50 1993 50 , 000 9 . 50 1994 75, 000 9 . 50 1995 100 , 000 9 . 50 1996 125 , 000 7 . 50 1997 150, 000 7 . 60 1998 200, 000 7 .70 1999 275,000 7 . 80 2000 350, 000 7 . 90 2001 450 ,000 8 . 00 2002 525,000 8 . 10 2003 600,000 8 . 20 2004 650,000 8 . 25 2005 700,000 8 . 30 Series 1985 Bonds due on or after January 1, 1996, are redeemable on January 1, 1995 (or any interest payment date thereafter) at the redemption price of par plus accrued interest; all of which bear interest at higher rates than those currently available in the bond markets, and may be advance refunded for net debt service savings; and WHEREAS pursuant to its home rule powers, the City is authorized to issue general obligation bonds to accomplish such refunding ( the "Refunding" ) and it is deemed necessary and desir- able to provide for the issuance of not to exceed $5 ,920 , 000 principal amount general obligation bonds for such purpose and also for expenses incidental to the Refunding; NOW THEREFORE Be It Ordained by the City Council of the City of Elgin, Kane and Cook Counties, Illinois, in the exercise of its home rule powers, as follows : -4- Section 1. Definitions In addition to such other words and terms used and defined in this ordinance, the following words and terms used in this ordinance shall have the following meanings , unless , in either case, the context or use clearly indicates another or dif- ferent meaning is intended: "Act" means the Illinois Municipal Code, as supple- mented and amended, and the home rule powers of the City under Section 6 of Article VII of the Illinois Constitution of 1970 . In the event of conflict between the provisions of said code and home rule powers, the home rule powers shall be deemed to super- sede the provisions of said code. "Bond" or "Bonds" means one or more, as applicable, of the not to exceed $5, 920, 000 General Obligation Refunding Bonds, Series 1991A, authorized to be issued by 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 bank having trust powers, or a successor thereto or a successor designated as bond registrar hereunder . "City" means the City of Elgin, Kane and Cook Counties, Illinois . "° "City Council" means the City Council of the City. -5- e- "Code" means the Internal Revenue Code of 1986 . "Debt Service Fund" means the Debt Service Fund estab- lished and defined in Section 13 of this Ordinance. "Ordinance" means this Ordinance, numbered S13-91 , and passed by the City Council on the 14th day of August , 1991. "Paying Agent" means American National Bank and Trust Company of Chicago, Chicago, Illinois, a bank having trust powers, or a successor thereto or a successor designated as pay- ing agent hereunder . "Pledged Taxes" means the taxes levied on the taxable property within the corporate limits of the City to pay principal of and interest on the Bonds as provided in Section 10 hereof. { "Prior Bonds" means the bonds of the City described and defined as such in the preambles hereto. "Rebate Fund" means the Rebate Fund authorized to be established and as defined in Section 13 of this Ordinance. "Refunding" means the refunding of certain maturities of the Prior Bonds from proceeds of the Bonds and such other lawfully available funds of the City as necessary. "Tax-exempt" means, with respect to the Bonds, the sta- tus of interest paid and received thereon as not includible in the gross income of the owners thereof under the Code for federal income tax purposes except to the extent that such interest will be taken into account in computing an adjustment used in deter- mining the alternative minimum tax for certain corporations , in -6- computing the environmental tax imposed on certain corporations and in computing the "branch profits tax" imposed on certain for- eign corporations. Section 2. Incorporation of Preambles The City Council hereby find that all of the recitals contained in the preambles 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 necessary and in the best interests of the City to provide for the Refunding to achieve net debt service savings, to pay all related costs and expenses incidental thereto, and to borrow money and issue the Bonds for such purposes. It is hereby found and determined that such borrowing of money is for a proper public purpose or purposes and is in the public interest, and is authorized by Article VII , Section 6 of the Illinois Constitu- tion. Section 4. Bond Details There shall be issued and sold the Bonds in the aggre- gate principal amount of not to exceed $5 ,920,000 . The Bonds shall each be designated "General Obligation Refunding Bond, Series 1991A" ; be dated August 1, 1991 ( the "Dated Date" ) ; 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 (but no single Bond shall -7- e- represent principal maturing on more than one date) , shall be numbered consecutively in such fashion as shall be determined by the Bond Registrar , and shall mature serially on January 1 of the years and in the amounts and bearing interest at the rates percent per annum as follows ( subject to the right of prior redemption hereinafter stated) : Year Amount ( $ ) Rate ( % ) Year Amount ( $ ) Rate ( % ) 1992 90,000 5 . 00 1999 515, 000 6 . 15 1993 55, 000 5 . 30 2000 585, 000 6 . 25 1994 205, 000 5 . 50 2001 675 , 000 6 . 40 1995 365, 000 5 . 65 2002 540, 000 6 . 45 1996 200 , 000 5 . 85 2003 610, 000 6 . 50 1997 350,000 5 . 95 2004 650,000 6 . 55 1998 395, 000 6 .05 2005 685,000 6 . 60 elk The Bonds shall bear interest from the later of their Dated Date as herein provided or from the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of such Bond is paid or duly pro- vided for , such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable on January 1 and July 1 of each year , commencing on January 1, 1992. Interest on each Bond shall be paid by check or draft of the Paying Agent, payable upon presentation thereof in lawful money of the United States of America, 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 principal of and redemption premium, if any, due on the Bonds shall be payable in lawful money of the United States of America upon presentation -8- e thereof 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 authorized 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 such officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes , the same as if such offi- cer had remained in office until delivery. All Bonds shall have thereon a certificate of authentication, substantially in the form hereinafter set forth, duly executed by the Bond Registrar as authenticating agent of the City and showing the date of au- thentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this ordinance unless and until such certificate of authentication shall have been duly executed by the Bond Registrar by manual signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authen- ticated and delivered under this ordinance. The certificate of authentication on any Bond shall be deemed to have been executed -9- by it if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the cer- tificate of authentication on all of the Bonds issued hereunder . Section 6. Optional Redemption The Bonds due on or after January 1 , 2002 , are subject to redemption prior to maturity at the option of the City, from any available funds, in whole or in part on any date on or after January 1 , 2001, and if in part, in any order of maturity as selected by the City, and if less than an entire maturity, in integral multiples of $5 , 000 , selected by lot by the Bond Registrar as hereinafter provided, at the redemption price of par plus accrued interest to the date fixed for redemption. Section 7. Redemption Procedure The City shall, at least 45 days prior to the redemp- tion date (unless a shorter time period shall be satisfactory to the Bond Registrar ) , notify the Bond Registrar of such redemption date and of the principal amount of Bonds of each maturity to be redeemed. For purposes of any redemption of less than all of the Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot not more than 60 days prior to the redemption date by the Bond Registrar for the Bonds of such maturity 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 -10- e 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 and the Paying Agent in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. Unless waived by the registered owner of Bonds to be redeemed, official notice of any such redemption shall be given by the Bond Registrar on behalf of the City by mailing the redemption notice by first class 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 . All official notices of redemption shall include the name of the Bonds and at least the information as follows : (a) the redemption date; (b) the redemption price, including premium ( if any) ; (c) if less than all of the outstanding Bonds of a parti- cular maturity are to be redeemed, the identification (and, in the case of partial redemption of Bonds within such maturity, the respective principal amounts) of the Bonds to be redeemed; (d) a statement that on the redemption date the redemption eft price will become due and payable upon each such Bond or portion -11- e- thereof called for redemption and that interest thereon shall cease to accrue from and after said date; and (e) 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 Paying Agent . Prior to any redemption date, the City shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. 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 inter- est. 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 -12- 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 Paying Agent at the redemption price. The procedure for the payment of interest due as part of the redemption price 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 registered owner a new Bond or Bonds of like tenor , of authorized denominations, of the same maturity, and bearing the eivok 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. 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 . -13- As part of their respective duties hereunder , the Bond Registrar and Paying Agent shall prepare and forward to the City a statement as to notice given with respect to each redemption together with copies of the notices as mailed. Section 8. Registration of Bonds; Persons Treated as Owners A. General . 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 in the City of Chicago, Illinois, which is hereby constituted and appointed the registrar of the City for the Bonds. The City is authorized to prepare, and the Bond Registrar or such other agent as the City may designate shall keep custody of, multiple Bond blanks executed by the City for use in the transfer and exchange of Bonds. Any Bond may be transferred or exchanged, but only in the manner , subject to the limitations, and upon payment of the charges as set forth in this ordinance. Upon surrender for transfer or exchange of any Bond at the principal corporate trust office of the Bond Registrar , duly endorsed by or accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Bond Registrar and duly executed by the registered owner or an attorney for such owner duly authorized in writing, the City shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the transferee or -14- e transferees or, in the case of an exchange, the registered owner, a new fully registered Bond or Bonds of like tenor , of the same maturity, bearing the same interest rate, of authorized denomina- tions, for a like aggregate principal amount . The Bond Registrar shall not be required to transfer or exchange any Bond during the period from the close of business on the 15th day of the calendar month preceding an interest payment date on the Bonds to the opening of business on such interest payment date or during the period of 15 days preceding the giving of notice of redemption of Bonds or to transfer or exchange any Bond all or a portion of which has been called for redemption. The execution by the City of any fully registered Bond elPh shall constitute full and due authorization of such Bond, and the Bond Registrar shall thereby be authorized to authenticate, 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 have been paid. 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 lia- bility upon such Bond to the extent of the sum or sums so paid. -15- e No service charge shall be made to any registered owner of Bonds 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 governmental charge that may be imposed in connection with any transfer or exchange of Bonds . B. Global Book-Entry System. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities of the Bonds determined as described in Section 4 hereof . Upon initial issuance, the ownership of each such Bond shall be registered in the Bond Register in the name of Kray & Co. , or any successor thereto, as nominee of the Midwest Securities Trust Company, Chicago, Illinois, and its successors and assigns ( "MSTC" ) . All of the outstanding Bonds shall be registered in the Bond Register in the name of Kray & Co. , as nominee of MSTC, except as hereinafter provided. The Mayor , City Clerk and City Treasurer are each authorized to execute and deliver on behalf of the City such letters to or agreements with MSTC and the Bond Registrar as shall be necessary to effectuate such book-entry system (any such letter or agreement being referred to herein as the "Representation Letter" ) , which Representation Letter may provide for the payment of principal of or interest on the Bonds by wire transfer . With respect to Bonds registered in the Bond Register in the name of Kray & Co. , as nominee of MSTC, the City and the -16- Bond Registrar shall have no responsibility or obligation to any broker-dealer , bank or other financial institution for which MSTC holds Bonds from time to time as securities depository (each such broker-dealer , bank or other financial institution being referred to herein as a "MSTC Participant" ) or to any person on behalf of whom such a MSTC Participant holds an interest in the Bonds . Without limiting the immediately preceding sentence, the City and the Bond Registrar shall have no responsibility or obligation with respect to ( i ) the accuracy of the records of MSTC, Kray & Co. or any MSTC Participant with respect to any ownership interest in the Bonds, ( ii ) the delivery to any MSTC Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register , of any notice with respect to the Bonds, including any notice of redemption, or ( iii ) the payment to any MSTC Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register , of any amount with respect to the principal of or interest on the Bonds. The City and the Bond Registrar may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever . The Bond Registrar shall pay all principal of and -17- interest on the Bonds only to or upon the order of the respective registered owners of the Bonds , as shown in the Bond Register, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the City ' s obligations with respect to payment of the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of a Bond as shown in the Bond Register shall receive a Bond certifi- cate evidencing the obligation of the City to make payments of principal and interest with respect to any Bond. Upon delivery by MSTC to the Bond Registrar of written notice to the effect that MSTC has determined to substitute a new nominee in place of Kray & Co. , and subject to the provisions of this Section 8 with respect to the payment of interest to the registered owners of Bonds at the close of business on the 15th day of the month next preceding the applicable interest payment date, the name "Kray & Co. " in this Ordinance shall refer to such new nominee of MSTC. In the event that ( i ) the City determines that MSTC is incapable of discharging its responsibilities described herein and in the Representation Letter , ( ii) the agreement among the City, the Bond Registrar and MSTC evidenced by the Representation Letter shall be terminated for any reason or ( iii) the City determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain certificated (." Bonds, the City shall notify MSTC and MSTC Participants of the -18- availability through MSTC of Bond certificates and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Kray & Co. , as nominee of MSTC. At that time, the City may determine that the Bonds shall be registered in the name of and deposited with such other depository operating a universal book-entry system, as may be acceptable to the City, or such depository' s agent or designee, and if the City does not select such alternate universal book-entry system, then the Bonds may be registered in whatever name or names the registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions of Section 6 hereof . Notwithstanding any other provision of this Ordinance elh to the contrary, so long as any Bond is registered in the name of Kray & Co. , as nominee of MSTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter . Section 9. Form of Bond The Bonds shall be in substantially the form herein- after 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 the second paragraph of the front side of the Bond and the legend "See Reverse Side for Additional Provisions" shall be omitted and paragraphs on the reverse side of the Bond shall be inserted immediately after the first paragraph on the front side. -19- • [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 REFUNDING BOND SERIES 1991A See Reverse Side for 0. Additional Provisions. Interest Maturity Dated Rate: Date: Date: August 1, 1991 CUSIP_ Registered Owner : Principal Amount Dollars KNOW ALL PERSONS BY THESE PRESENTS that the City of Elgin, Kane and Cook Counties, Illinois , a municipality, 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 ( subject to right of prior redemption as 000111k hereinafter stated) , the Principal Amount identified above and to -20- pay interest (computed on the basis of a 360-day year of twelve 30-day months) on such Principal Amount from the later of the Dated Date of this Bond identified above or from the most recent interest payment date to which interest has been paid or duly provided for , at the Interest Rate per annum identified above, such interest to be payable on January 1 and July 1 of each year, commencing January 1, 1992 , until the Principal Amount is paid or duly provided for . The principal of and redemption premium, if any, due on this Bond are payable in lawful money of the United States of America upon presentation hereof 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 , payable upon pre- sentation in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on such registration books or at such other address furnished in writing by such Registered Owner to the Bond Registrar . Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof , and such further pro- -21- visions shall for all purposes have the same effect as if set forth at this place. It is hereby certified and recited that all conditions, 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, represented by the Bonds , and including all other indebtedness of the City, howsoever evidenced or incurred, does not exceed any constitu- tional or statutory or other lawful limitation; and that provi- rsion 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 sufficient to pay the interest hereon as the same falls due and also to pay and discharge the principal hereof at maturity. 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 . 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 authorized fac- simile signature of its City Clerk and its corporate seal or a r -22- e 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 Attest : City Clerk, City of Elgin Kane and Cook Counties , Illinois (SEAL) Date of Authentication: CERTIFICATE OF AUTHENTICATION elk This Bond is one of the Bonds Bond Registrar and described in the within mentioned Paying Agent: Ordinance and is one of the General Obligation Refunding Bonds , Series American National Bank 1991A, having a Dated Date of and Trust Company of August 1, 1991, of the City of Chicago, Elgin, Kane and Cook Counties, Chicago, Illinois Illinois . American National Bank and Trust Company of Chicago as Bond Registrar By Authorized Officer r _23_ [Form of Bond - Reverse Side] City of Elgin, Kane and Cook Counties, Illinois General Obligation Refunding Bond, Series 1991A This bond is one of a series of bonds ( the "Bonds" ) in the aggregate principal amount of $5 , 920,000 issued by the City for the purpose of a refunding of certain prior bonds, and of paying expenses incidental thereto, all as described and defined in the ordinance authorizing the Bonds ( the "Ordinance" ) , pur- suant to and in all respects in compliance with the applicable provisions of the Illinois Municipal Code, as supplemented and amended, and as further supplemented and, where necessary, super- seded, by the powers of the City as a home rule unit under the provisions of Section 6 of Article VII of the Illinois Constitu- tion of 1970 (such code and powers being the "Act" ) , with the procedural ordinances of the City adopted in the exercise of its home rule powers in issuing bonds without referendum and with the Ordinance, which has been duly passed by the City Council, and published, in all respects as by law required. This Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in the Ordinance. Upon surrender for trans- fer or exchange of this Bond at the principal corporate trust office of the Bond Registrar in the City of Chicago, Illinois, duly endorsed by or accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the -24- Bond Registrar and duly executed by the Registered Owner or an attorney for such owner 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 or , in the case of an exchange, the Registered Owner , a new fully registered Bond or Bonds of like tenor , of the same maturity, bearing the same interest rate, of authorized denominations, for a like aggregate principal amount. The Bond Registrar shall not be required to transfer or exchange any Bond during the period from the close of business on the 15th day of the calendar month preceding an interest payment date on the Bonds to the opening of business on such interest payment date or during the period of 15 days preceding the giving of notice of redemption of Bonds or to transfer or exchange any Bond all or a portion of which has been called for redemption. The Bonds due on or after January 1, 2002, are subject to redemption prior to maturity, at the option of the City, from any available funds , in whole or in part on any date on or after January 1, 2001 , and if in part, in any order of maturity as selected by the City, and if less than an entire maturity, in integral multiples of $5 , 000 , selected by lot by the Bond Registrar , at the redemption price of par plus accrued interest to the date of redemption. 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 -25- notice by first class 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 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 surren- der 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 as part of -26- the redemption price shall be as herein provided for payment of interest otherwise due. Upon surrender for any partial redemp- tion of any Bond, there shall be prepared for the Registered Owner a new Bond or Bonds of like tenor , of authorized denomina- tions, of the same maturity, and bearing the same rate of inter- est in the amount of the unpaid principal . The City, the Bond Registrar and the Paying Agent may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other pur- poses, and the City, the Bond Registrar and the Paying Agent shall not be affected by any notice to the contrary. r -27- ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer the said Bond on the books kept for regis- tration thereof with full power of substitution in the premises . Dated: Signature guaranteed: _ NOTICE: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular , without alteration or enlargement or any change whatever . Section 10. 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 taxable 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 here- by levied on all of the taxable property in the City, in addition to all other taxes, the following direct annual taxes ( the Pledged Taxes) , to wit : -28- e For the Year A Tax Sufficient to Produce the Sum of : 1991 $663 ,866 . 25 for principal and interest up to and including January 1, 1993 1992 $567 ,020 .00 for principal and interest 1993 $715 ,745 .00 for principal and interest 1994 $530 ,122 . 50 for principal and interest 1995 $668, 422 . 50 for principal and interest 1996 $692 , 597 . 50 for principal and interest 1997 $788 ,700 . 00 for principal and interest 1998 $827 ,027 . 50 for principal and interest 1999 $880 ,465 . 00 for principal and interest 2000 $702 , 265 . 00 for principal and interest 2001 $737 ,435 .00 for principal and interest 2002 $737 ,785 .00 for principal and interest 2003 $730 , 210 . 00 for principal and interest Interest or principal coming due at any time when there are insufficient funds on hand from the Pledged Taxes to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of the Pledged Taxes herein levied; and when the Pledged Taxes shall have been collected, reimburse- ment shall be made to said funds in the amount so advanced. Whenever other funds from any lawful source are made available for the purpose of paying any principal of or interest on the Bonds so as to enable the abatement of the taxes levied herein for the payment of same, the City Council shall, by proper proceedings, direct the deposit of such funds into the Debt Service Fund and further shall direct the abatement of the taxes by the amount so deposited. A certified copy or other notification of any such proceedings abating taxes may then be filed with the County Clerks of The Counties of Kane and Cook, Illinois, in a timely manner to effect such abatement . -29- e The City covenants and agrees with the purchasers and registered owners 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 its officers will comply with all present and future appli- cable laws in order to assure that the Pledged Taxes may be levied, extended and collected as provided herein and deposited into the Bond Fund. Section 11. Filing with County Clerks Promptly, as soon as this ordinance becomes effective, a copy hereof, certified by the City Clerk of the City, shall be filed with the County Clerks of The Counties of Kane and Cook , Illinois ; and each of said County Clerks shall in and for each of the years 1991 to 2003, inclusive, ascertain the rate percent required to produce the aggregate tax hereinbefore provided to be levied in each of said years; and each of said County Clerks shall ( to the extent said tax has not been abated as provided herein) extend the same for collection on the tax books in con- nection with any other taxes that may be 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 provided by law for the levy and collection of taxes for general corporate purposes for said years , without limit as to either rate or amount, and in addition to and in excess of all other taxes . -30- f Section 12. Sale of Bonds The Bonds shall be executed as in this Ordinance pro- vided as soon after the passage hereof as may be, shall be de- posited with the City Treasurer , and shall be by the Treasurer delivered to the purchaser thereof, namely, First Chicago Capital Markets, Inc. , Chicago, Illinois , upon payment of the purchase price agreed upon, the same being $5,884,620 . 10 plus accrued interest to date of delivery. The contract for the sale of the Bonds to the purchaser is hereby in all respects ratified, ap- proved and confirmed, it being hereby declared that no person holding any office of the City, either by election or appoint- ment, is in any manner interested, either directly or indirectly, in his own name or the name of any other person, association, trust or corporation, in such contract . Section 13. Creation of Funds and Appropriations Bond proceeds and other funds of the City as noted are hereby appropriated as follows: A. Accrued interest and premium, if any, on the Bonds shall be and is hereby appropriated for the purpose of paying the first interest due on the Bonds and to such end is hereby ordered to be deposited into the "General Obligation Refunding Bonds, Series 1991A, Debt Service Fund" ( the "Debt Service Fund" ) , hereby created, which shall be the fund for the payment of principal of and interest on the Bonds . r -31- e- B. The Pledged Taxes shall either be deposited into the Debt Service Fund and used solely and only for paying the principal of and interest on the Bonds or be used to reimburse a fund or account from which advances to the Debt Service Fund may have been made to pay principal of or interest on the Bonds prior to receipt of Pledged Taxes . Interest income or investment profit earned in the Debt Service Fund shall be retained in the Debt Service Fund for payment of the principal of or interest on the Bonds on the interest payment date next after such interest or profit is received or , to the extent lawful and as determined by the City Council , transferred to such other fund as may be determined. The City hereby pledges, as equal and ratable security for the Bonds, all present and future proceeds of the Pledged Taxes for the sole benefit of the registered owners of the Bonds, subject to the reserved right of the City Council to transfer certain interest income or investment profit earned in the Debt Service Fund to other funds of the City, as described in the preceding sentence. C. The amount necessary of the proceeds of the Bonds shall be deposited into a separate fund, hereby created, desig- nated the "Expense Fund" to be used to pay expenses of issuance of the Bonds. Disbursements from such fund shall be made from time to time as necessary. Any excess in said fund shall be deposited into the Debt Service Fund hereinafter created after `" six months from the date of issuance of the Bonds . -32- r D. The sum necessary, together with such money in the debt service funds for the Prior Bonds as may be advisable for the purpose, shall be used to provide for the Refunding, and the payment of such expenses as may be designed, pursuant to the provisions of an Escrow Agreement with the Escrow Agent as is designated, all in accordance with the provisions of an Escrow Agreement , substantially in the form attached hereto as Exhibit A to this Ordinance, made a part hereof by this reference, and hereby approved; the officers appearing signatory to such Escrow Agreement are hereby authorized and directed to execute same, their execution to constitute conclusive proof of action in accordance with this Ordinance, and approval of all completions em or revisions necessary or appropriate to effect the Refunding. There is hereby authorized to be created, when, as and if needed, a "General Obligation Refunding Bonds Rebate Fund, Series 1991A" ( the Rebate Fund) . The officers of the City charged with meeting the covenants of the City relating to the Tax-exempt status of the Bonds shall create such fund as needed and make deposits from the Expense Fund, the Bond Fund or such other fund as the City Council may designate, in such amounts as may be proper to assure payment of rebate of "excess arbitrage profits" on the Bonds to the United States . Section 14. 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 : -33- A. None of the proceeds of the Bonds are to be used, directly or indirectly, and none of the proceeds of the Prior Bonds were used, directly or indirectly, in any trade or business carried on by any person other than a state or local governmental unit . The Prior Bonds were issued for the purpose, and the Prior Bond proceeds were properly and fully expended for the purpose, of paying the costs of capital improvements to the essential governmental purpose systems of the City, including storm water system improvements, street improvements, traffic signal installation, parking systems and other public improvements (collectively, such systems and improvements being the rh "Infrastructure" ) . B. No direct or indirect payments 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. C. None of the proceeds of the Bonds are to be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit. D. No user of the Infrastructure other than the City or another governmental unit will use the same on any basis other than the same basis as the general public; and no person other than the City or another governmental unit will be a user of the Infrastructure as a result of ( i ) ownership or ( ii ) actual or beneficial use pursuant to a lease, a management or incentive rulk payment contract, or ( iii ) any other arrangement. -34- Section 15. General Arbitrage Covenants The City represents and certifies as follows with re- spect to the Bonds: A. The City has not been notified of any disqualifi- cation or proposed disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer which may certify bond issues under Treasury Regulations Section 1 .103-13 (a) ( 2)- ( ii) ( 1979 ) . B. Moneys on deposit in any fund or account in con- nection 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 e to be "arbitrage bonds" within the meaning of Code Section 148 and any lawful regulations promulgated thereunder , including Treasury Regulations Sections 1 . 103-13 , 1 . 103-14 and 1. 103-15 ( 1979 ) as the same presently exist or may from time to time here- after be amended, supplemented or revised. Section 16. Arbitrage Rebate The City recognizes that the provisions of Section 148 of the Code require a rebate to the United States in certain circumstances. The proceeds of the Bonds shall be subject to such rebate; provided, however , that proceeds of the Bonds on deposit in the escrow account under the escrow agreement, as hereinabove described in Section 13 , shall be invested at a yield e'" not in excess of the yield on the Bonds, so no rebate is expected -35- with respect thereto; investments of Bond proceeds in the expense fund hereinabove created are not expected to provide excess arbi- trage profits due to the short duration prior to disbursement , but these investments will be reviewed for applicability of rebate; and moneys in the Debt Service Fund (a bona fide debt service fund) are not subject to rebate. Section 17. Registered Form The City recognizes that Section 149 of the Code re- quires the Bonds to be issued and to remain in fully registered form in order to be and remain Tax-exempt. In this 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 18. Further Tax Covenants The City agrees to comply with all provisions of the present 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) to consult with such counsel and to comply with such advice as may be given; (d) to file such forms, statements and supporting documents as may be required and in a timely manner ; and (e) if -36- 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 19 . Opinion of Counsel Exception The City reserves the right to use or invest moneys in connection with the Bonds in any manner , notwithstanding the representations and covenants in Sections 14 through 18 herein, provided it shall first have received an opinion from an attorney or a firm of attorneys of nationally recognized standing in matters pertaining to Tax-exempt bonds to the effect that use or investment of such moneys as contemplated will not result in loss or impairment of Tax-exempt status for the Bonds. rk Section 20. Taxes Previously Levied The taxes previously levied to pay principal of and interest on the Prior Bonds , to the extent such principal and interest is provided for from the escrow account under the escrow agreement as hereinabove described in Section 13 , shall be abated. The filing of a certificate of abatement with the County Clerks of the Counties of Kane and Cook, Illinois, as hereinabove provided shall constitute authority and direction for said County Clerks to make such abatement. Section 21. Rights and Duties of Bond Registrar If requested by the Bond Registrar and Paying Agent, any officer of the City is authorized to execute the Bond Regis- '"` trar ' s and Paying Agent ' s standard form of agreement between the -37- City and the Bond Registrar and Paying Agent with respect to the obligations and duties of the Bond Registrar and Paying Agent hereunder . In addition to the terms of such agreement or agree- ments and subject to modification thereby, the Bond Registrar and Paying Agent by acceptance of duties hereunder agree: (a) to act as bond registrar , paying agent, authenticating agent, and transfer agent as respectively provided herein; (b) for the Bond Registrar , to maintain a list of Bondhol- ders as set forth herein and to furnish such list to the City upon request, but otherwise to keep such list confidential to the extent permitted by law; (c) for the Bond Registrar , to cancel and/or destroy Bonds which have been paid at maturity or upon redemption or submitted for exchange or transfer ; (d) for the Bond Registrar , to furnish the City at least annually a certificate with respect to Bonds cancelled and/or destroyed; and (e) for the Bond Registrar , 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 certified copy of this ordinance with the Bond Registrar and the Paying Agent . r -38- Section 22. Publication of Ordinance A full, true and complete copy of this Ordinance shall be published within ten days after passage in the Daily Courier-News, being a newspaper published in and of general circulation within the City. Section 23. Superseder and Effective Date All ordinances, resolutions and orders, or parts there- of, in conflict herewith, are to the extent of such conflict hereby superseded; and this Ordinance shall be in full force and effect immediately upon its passage, approval and publication. AYES: Councilmembers Dan Fox, Susan Moylan, Cheryl Popple, rft John Walters, Marie Yearman and Mayor VanDeVoorde. NAYS: None. ABSENT: Councilmember Robert Gilliam. ADOPTED: August 14 , 1991 APPROV' : August 14 , 1991 .I Mayor ,/ity of Elgin Kane and Cook Counties, Illinois r -39- RECORDED In City Records : August 15 , 1991. PUBLISHED in the Daily Courier-News by authority of the City Council on August 25 , 1991 . Attest : City Clerk, ity of Elgin Kane and Cook Counties, Illinois -40-