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T8-84 r ORDINANCE NO. T8-84 emk AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF A $1, 000, 000 ECONOMIC DEVELOPMENT REVENUE BOND OF THE CITY OF ELGIN, KANE COUNTY, ILLINOIS, FOR THE PURPOSE OF MAKING A LOAN TO THE APOSTOLIC CHRISTIAN RESTHAVEN IN ORDER TO FINANCE COSTS OF A CERTAIN ECONOMIC DEVELOPMENT PROJECT; AUTHORIZING THE TERMS AND SALE OF SAID BOND; AND AUTHORIZING EXECUTION OF CERTAIN DOCUMENTS RELATING THERETO. WHEREAS, the City of Elgin, Cook and Kane Counties, Illinois (the "City") is a home rule municipality within the meaning of Section 6(a) of Article VII of the 1970 Constitution of Illinois and a political subdivision of the State of Illinois and by virtue of Ordinance No . S2-80, as amended and supplemented, (the "Enabling Ordinance" ) is authorized and empowered to adopt this ordinance (the "Bond Ordinance") and to carry out its provisions; and WHEREAS, The Apostolic Christian Resthaven (the "Corpora- tion") is a not-for-profit corporation duly organized and existing under and duly qualified to conduct business in the State of Illinois ; and WHEREAS, the Corporation has agreed to locate certain economic development facilities in the City if the City will finance costs of such facilities; WHEREAS, there has been presented to this City Council the forms of (1 ) Bond Purchase Agreement (the "Bond Purchase Agree- ment") dated as of Sept. 1, 1984 between the City and Robert A. Hoffer (the "Purchaser"), containing as an exhibit the form of economic development revenue bond herein authorized; (2) Loan Agreement (the "Loan Agreement") dated as of Sept. 1, 1984, between the City and the Corporation, containing as an exhibit a form of promissory note (the "Note") of the Corporation; (3 ) Assignment and Security Agreement (the "Assignment" ) dated as of Sept.. 1, 1984 from the City in favor of the Purchaser securing the revenue bond herein authorized and attached to the Bond Purchase Agreement as an exhibit; and (4 ) this Bond Ordinance; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ELGIN, COOK AND KANE COUNTIES, ILLINOIS, AS FOLLOWS: Section 1 . Findings, Public Benefits. The City Council of the City hereby finds and determines that the land, building , equipment and facilities in connection therewith (the "Project") to be acquired, constructed and installed with the proceeds of the economic development revenue bond herein authorized constitutes an °''*"economic development project" as that phrase is used in the Enabling Ordinance; that acquisition, construction and installation of the Project will increase employment opportunities and increase diversi- fication of economic development facilities in and near the City, will improve and promote the economic stability, development and welfare of the area in and near the City, and will encourage and promote the expansion of industry, trade and commerce in the area in and near the City and the location of other new economic development facilities in such area. Section 2. Authorization of Economic Development Revenue Bond. In order to pay costs of acquiring , constructing and installing the Project, there is hereby authorized to be issued, sold and delivered a $1, 000, 000 aggregate principal amount Economic Development Revenue Bond, Series 1984 (The Apostolic Christian Rest- haven Prof ect) of the City (the "Bond") . Any additional costs of the Project will be paid for by the Corporation. Section 3. Terms for the Bond. The principal amount of the Bond is hereby expressly limited to $1, 000, 000. The Bond shall be issued as a single Bond in fully registered form, shall be dated as of the date of issuance and delivery thereof, shall bear interest payable commencing January 1, 1985, and semiannually thereafter on July and January 1 at a rate equal to nine percent (9%) per annum on the outstanding principal balance of the Bond, and shall mature in annual installments on July 1 of the years and in the amounts as follows : Year Amount Year Amount 47, 1985 $ 45 , 000 1991 $ 85 ,000 1986 50, 000 1992 90 , 000 1987 55, 000 1993 100 , 000 1988 60, 000 1994 115, 000 1989 65, 000 1995 125, 000 1990 75, 000 1996 135, 000 In the event of a Determination of Taxability (as defined in the Loan Agreement) the Bond shall bear interest at a rate equal to the prime ' rate as defined in the Loan Agreement. The Bond shall be executed in such manner, shall be in such form, shall have such redemption provisions, shall bear interest at such other rates, and shall be subject to such other terms and conditions as are set forth in the Bond Purchase Agreement and Loan Agreement. The Bond and the interest thereon do not and shall never constitute an indebtedness of or a charge against the general credit or taxing power of the City, but is a limited obligation of the City payable solely from revenues and other amounts derived from the Loan Agreement and the Note and shall be secured as provided in the Assignment. Forms of the Bond Purchase Agreement, Loan Agreement and Assignment are before this meeting and are by this reference incorporated in this Bond Ordinance, and the City Clerk is hereby directed to insert them into the minutes of the City Council and Al, to keep them on file . -2- A Section 4 . Bond Purchase Agreement; Sale of the Bond. In order to provide for the sale of the Bond to the Purchaser and the conditions with respect to the delivery thereof, the Mayor and City Clerk shall execute, acknowledge and deliver in the name and on behalf of the City, the Bond Purchase Agreement in substantially the form submitted to the City Council , which is hereby approved in afi,respects. The Mayor and City Clerk of the City are hereby authorized and directed to sell the Bond to the Purchaser at a price of $1, 000, 000, plus accrued interest (if any) to the date of delivery and payment. Deposit by the Purchaser to the credit of the City in immediately available funds at the principal office of The Larkin Bank in Elgin, Illinois, of the purchase price shall constitute payment in full for the Bond pursuant to Section 1 .02 of the Bond Purchase Agreement. The Purchaser shall be authorized as agent for the City immediately to credit such purchase price to the separate bank account referred to in Section 1. 08 of the Loan Agreement to effect the making of the loan of the proceeds of sale of the Bond to the Corporation pursuant to Section 1 .02 of the Loan Agreement. Section 5. Assignment. In order to secure the payment of principal of, premium (if any) and interest on the Bond, the Mayor and City Clerk shall execute, acknowledge and deliver, in the name and on behalf of the City, the Assignment in substan- tially the form submitted to the City Council , which is hereby approved in all respects . Section 6. Loan Agreement. In order to g provide for the loan of the proceeds of the Bond to acquire, construct and install the Project and the payment by the Corporation of an amount sufficient to pay the principal of, premium, if any, and interest on the Bond, the Mayor and City Clerk shall execute, acknowledge and deliver in the name and on behalf of the City the Loan Agree- ment in substantially the form submitted to the City Council , which is hereby approved in all respects. Section 7. Acceptance of Note. In connection with the Bond, the City accepts as security for the Bond the Note of the Corporation. The Note shall be in substantially the form attached as an exhibit to the Loan Agreement. Section 8. Registration of Bond; Persons Treated as Owners. The Issuer shall cause books (the "Bond Register") for the registration and for the transfer of the Bond as provided in this Bond Ordinance to be kept at the principal office of The Larkin Bank, in Elgin, Illinois, as bond registrar (the "Bond Registrar" ), which is hereby constituted and appointed the bond registrar of the City. The City is authorized to prepare, and the Bond Registrar shall keep custody of, multiple Bond blanks executed by the City for use in the transfer and exchange of the Bond. Upon surrender or transfer of the Bond at the principal OW 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 -3- ' his attorney duly authorized in writing, the City shall execute and the Bond Registrar shall authenticate, date and deliver in the name 470 of the transferee or transferees a new fully registered Bond or Bonds of the same maturity of authorized denominations, for a like aggregate principal amount. Any fully registered Bond or Bonds may be exchanged at said office of the Bond Registrar for a like aggregate principal amount of Bond or Bonds of the same maturity of other authorl4'ed denominations. The execution by the City of any fully registered Bond shall constitute full and due authorization of such Bond and the Bond Registrar shall thereby be authorized to authenti- cate, date and deliver such Bond, Provided, however, the principal amount of outstanding Bonds of each maturity authenticated by the Bond Registrar shall not exceed the authorized principal amount of Bonds for such maturity less previous retirements. The Bond Registrar shall not be required to transfer or exchange the Bond during the period of fifteen (15) calendar days next preceding any interest payment date on the Bond, nor to transfer or exchange the Bond after notice calling the Bond for redemption has been mailed, nor during a period of fifteen (15) calendar days next preceding mailing of a notice of redemption of the Bond. 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, premium, or interest of - any Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall - 7) be valid and effectual to satisfy and discharge the liability 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 governmental charge that may be imposed in connection with any transfer or exchange of Bonds . Section 9. General . The Mayor, City Clerk and City Treasurer be and they are each hereby authorized and directed, in . the name and on behalf of the City , to execute any and all instruments, perform any and all acts, approve any and all matters, and do any and all things deemed by them, or any of them, to be necessary or desirable in order to carry out the purposes of this Bond Ordinance (including the preambles hereto), including without limitation execution of certificates to evidence the Bond is not an arbitrage bond within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended (the "Code") , execution of Internal Revenue Service Form 8038 pursuant to Section 103(1 ) of the Code and execution of closing certificates pursuant to the Bond Purchase Agreement. Section 10. Effective Date. This Bond Ordinance shall be in full force and effect immediately upon its adoption by the City Council and approval by the Mayor. 47) -4- I M - Presented by Council Member Passed in open Council this 24th day of September , 1984. s/ Richard L. Verbic Presiding officer ATTEST: s/ Marie Yearman City Clerk AYES: NAYS: Presented by me to the Mayor this 24th day of September , 1984, at the hour of o' clock .M. s/ Marie Yearman City Clerk Approved this 24th day of September, 1984, at the hour of o' clock .M. s/ Richard L. Verbic Mayor ATTEST: s/ Marie Yearman City Clerk r -5_