Loading...
S2-85 ORDINANCE NO. S2-8'. AN ORDINANCE PROVIDING FOR THE FI ANCING BY THE CITY OF ELGIN, ILLINOIS, OF . PROJECT CONSISTING OF ACQUISITION OF CER AIN REAL PROPERTY AND THE CONSTRUCTION AND EQUIPPING OF AN OFFICE AND MANUFACTURING FACILITY THEREON IN ORDER THAT QUANTUM DATA INC. , AN ILLINOIS CORPORATION, MAY BE PRO IDED WITH FACILITIES; TO RELIEVE CONDITION' OF UNEMPLOYMENT AND ENCOURAGE THE I 'CREASE OF COMMERCE; AUTHORIZING AND PROVID NG FOR THE ISSUANCE BY SAID CITY OF ELGIN, LLINOIS OF ITS ECONOMIC DEVELOPMENT REVENUE BOND (QUANTUM DATA INC. PROJECT) WHIC' WILL BE PAYABLE SOLELY FROM THE RECEIPTS FROM A LOAN AGREEMENT AND THE OTHER SOURCES FAMED THEREIN; AUTHORIZING THE EXECUTIDN AND DELIVERY OF A LOAN AGREEMENT BET' EEN THE CITY OF ELGIN, ILLINOIS AND ALLEN G. SORGENSEN AND ANN C. JORGENSEN, PROVIDING FOR IHE ACQUISITION, CONSTRUCTION AND EQ IPPING AND FINANCING OF SAID PROJECT; AUTHSRIZING THE EXECUTION AND DELIVERY OF AN ASSIGNMENT AND AGREEMENT AS SECURITY FOR THE PA MENT OF SAID BOND; CONFIRMING SALE OF SAID B.ND TO THE PURCHASER THEREOF; AND RELATED MATTERS . WHEREAS, the City of Elgin, Ill ' nois (the "Issuer") is a home rule unit of local government and is authorized and empowered by the provisions of Article VII, Section 6 of the 1970 Illinois Constitution and Ordinance S2-80 adopted .•y the City Council of the Issuer on February 13 , 1980 , as from time to time supplemented and amended (the "Act") to finance in who e or in part the cost of the acquisition, purchase, construction, econstruction, improvement, betterment or extension of a economic development project (as defined in the Act) in order o encourage economic development of the Issuer; and WHEREAS, the Issuer is further .uthorized by the Act to issue economic development revenue bonds sayable solely from payments to be derived by the Issuer fro the user of such facilities and secured by a pledge of said payments and the Act provides that such bonds shall be entitled to a pledge of such payments; and WHEREAS, as a result of negotiat ons between the Issuer and Allen G. Jorgensen and Ann C. Jorgense (collectively, the "Borrower") , contracts have been or will b:- entered into by the Borrower for the acquisition of land and t e construction and equipping of a certain office and manufact ring facility to be located thereon (the "Project") within the boundaries of the Issuer, and which Project will be of the ciaracter and will accomplish the purposes provided by the Act and the Issuer is willing to issue its economic development revenue bond to finance the Project upon terms which will be suff ' cient to pay the cost of construction of the Project as evidenced ty such economic development revenue bond, all as set fort in the details and provisions of the Loan Agreement hereinaf er identified (the "Agreement") ; and WHEREAS, the Project will be leased to Quantum Data Inc. , an Illinois corporation (the "Compa y") under the terms of the Lease Agreement dated as of June 1 , 1985 by and between Chicago Title and Trust Company, not personally, but solely as Trustee under a Trust Agreement dated Ma: 20 , 19P F and knc' n as Trust Number 10-87066 , an Illinois land .rust, the sole beneficiaries of which are the Borrower ithe "Land Trust") , as lessor, and the Company, as lessee (the ' Lease") and said Lease will be assigned by the Land Trust to Pa , k National Bank of Chicago, Chicago, Illinois (the "Bank") ; and -2- WHEREAS, it is estimated that the costs of the Project, including costs relating to the preparation and issuance of the economic development revenue bond, will be of less than $1 , 500, 000; and WHEREAS, the Project will create -mployment opportunities and enhance the tax base in the City of Elgin, Illinois ; and WHEREAS, the Issuer held a publi. hearing pursuant to and in conformity with the requirements of Section 103 (k) of the Internal Revenue Code, as amended, on June 10 , 1985; and WHEREAS , the Issuer proposes to %ell the economic development revenue bond hereinafter autho ized and designated "Economic Development Revenue Bond (Quantuf Data Inc. Project) " (tz "3ozd ') upon e re,ctiated basis to th- Bank; NOW, THEREFORE , BE IT ORDAINED B► THE CITY COUNCIL OF THE CITY OF ELGIN, KANE COUNTY, ILLINOIS, NS FOLLOWS: -3- DEFINITIONS Section 1 . The following words _nd terms as used in this Resolution shall have the following m:anings unless the con- text or use indicates another or different meaning or intent: "Act" means Ordinance S2-80 adopied by the City Council of the Issuer on February 13, 1980, as fro time to time supplemented and amended. "Additional Payments" means all ;mounts due to the Issuer from the Borrower pursuant to Secti.ns 6. 4 and 7. 5 of the Agreement. "Agreement" means the Loan Agree ent dated as of June 1, 1985 by and between the Issuer and the Borrower, as from time to time amended and supplemented, together with the Note of the Borrower in substantially the form append=d thereto. "Assignment" means the Assignme t and Agreement dated as of June 1 , 1985 by and between the Issuer and the Bank. "Bank" means Park National Bank of Chicago, Chicago, Illinois , and its successors and assigns . "Bond" means the Bond authorizes; to be issued hereunder. "Bond Fund" means the City of E gin, Illinois Bond Fund (Quantum Data Inc. Project) created in Se tion 7 hereof. "Bond Purchase Agreement" means the Bond Purchase Agreement dated as of June 1, 1985 betwee the Issuer and the Bank. "Bond Ordinance" means this Ordinance. "Borrower" means collectively ' lien G. Jorgensen and Ann C. Jorgensen and their successors , heirs and assigns. -4- "Code" means the Internal Revenue Code of 1954, as amended and the regulations promulgated th=reunder. "Company" means Quantum Data Inc. , an Illinois corporation and its successors and assigns The term "Default" means those d: faults, exclusive of any period of grace, specified in and defi ed in Section 11 hereof. The term "Event of Default" mean- those events specified in and defined in Section 11 hereof. "Equipment" means all equipment, machinery, apparatus, fittings and fixtures of every kind and nature whatsoever owned by the Land Trust or by the Borrower, and wh-ther now or hereafter acquired and whether or not acquired with Bond proceeds including, but without limiting the generality of the foregoing, all heating, lighting, laundry, incinerating, plumbing lifting, cleaning, fire-prevention, fire-extinguishing, refr gerating, ventilation, air-cooling and air-conditioning equipmen and apparatus , and all elevators, escalators, shades, awnings, s. reens, storm doors and windows , doors , partitions, built-in furniture , shelving and appliances, carpeting, power equipment, e gines, pipes, pumps, tanks , motors, conduits , switchboards , co unications equipment and apparatus, ducts and compressors and all accessions and attachments thereto including without li itation the machinery, equipment and furnishings described in E .hibit B to the Agreement. The words "hereof, " "herein, " hereunder" and other words of similar import refer to this Or• inance as a whole. "Issuer" means the City of Elg n, Illinois and its successors and assigns. -5- "Lease" means the Lease Agreement dated as of June 1 , 1985 between the Land Trust and the Compan . "Mortgage" means the Mortgage anti Security Agreement dated as of June 1 , 1985 from the Borrower to the Bank. "Person" means natural persons, •artnerships, associa- tions, corporations and public bodies. "Prime Rate" means the published interest rate per annum announced from time to time by The Norther' Trust Company (or its successors) at its principal office in Chicago, Illinois, and identified by it as its prime rate. "Project" means the Project Sit=, the Equipment and the Building and the acquisition, constructio and installation thereof to be financed with the proceeds .f the Bond, as each is defined and described in the Agreement. "Security Agreement" means the -ecurity Agreement dated as of June 1, 1985 between the Borrower aid the Bank. AUTHORIZATION OF THE PROJECT Section 2 . That in order to promote the general welfare of the City of Elgin, Illinois and its in abitants by relieving conditions of unemployment and encouragin: the increase of industry and economic development, the Project shall be and is hereby authorized to be financed as described herein. It is hereby found and declared that the financing of the Project and the use thereof by the Borrower as hereinafter provided is necessary to accomplish the public purposes described in the preamble hereto and in the Act. -6- AUTHORIZATION AND PREPAYMENT •F BOND Section 3. That for the purpose •f financing the cost of said Project there shall be and there is hereby authorized to be issued by the Issuer its Economic Devel•pment Revenue Bond (Quantum Data Inc. Project) , in the princi.al sum of $1, 500, 000 dated the date of issuance thereof and bearing interest (based on a 360-day year and charged for actual days elapsed) from the date thereof until maturity at the rate equal t• 75% of the Prime Rate in effect on such date, payable on the fir..t day of each month commencing July 1 , 1985 . The interest rat- on the Bond shall be adjusted with each change in the Prime Rat- . The amount of $1 ,200, 000 of the original principal amoun of the Bond shall be payable in consecutive monthly installment of principal of $3, 000 each, plus interest, beginning on October 1, 1986 and continuing on the first day of each month of each year thereafter to and including September 1 , 1990, and thereaft=r shall be payable in consecutive monthly installments of princ 'pal of $3, 500 each, plus interest, beginning on October 1, 1990 an. continuing on the first day of each month thereafter to and inducing September 1 , 1994 , and thereafter shall be payable in consecutive monthly installments of principal of $5, 000 each, plus interest, beginning on October 1 , 1994 and continuing on the irst day of each month of each year thereafter to and including .eptember 1, 1998, and thereafter shall be payable in consecutiv- monthly installments of principal of $6 , 500 each, plus interest, .eginning on October 1, 1998 and continuing on the first day of e.ch month thereafter to and including September 1, 2002, and ther-after shall be payable -7- in consecutive monthly installments of pri cipal of $7, 000 each, plus interest, beginning on October 1, 200 . and continuing on the first day of each month of each year there- fter to and including August 1 , 2006, with a final payment of al unpaid principal and interest on September 1 , 2006 . The amount of $300 , 000 of the original principal amount of the Bond shale be payable in 60 consecutive monthly installments of princi•al of $5, 000 each, plus interest, beginning on January 1 , 1987 and continuing on the first day of each month of each year to and incl ding December 1, 1991. In the event of a Determination of Taxability, as defined in the Agreement, the interest on the Bond shall be adjusted to the Prime Rate plus one percent (1%) per annum from the Effective Date of Taxability, as defined in the Agreement, etroactive to such Effective Date of Taxability. The Bond s all bear interest on any overdue principal and interest at the rat: per annum equal to one percent (1%) in excess of the Prime Rate, as in effect from time to time, until paid, to the maximum exten' permitted by law. Any advances made by the Bank to the Borrower pursuant to the Agreement or the Mortgage shall bear inte est at a rate equal to one percent (1%) in excess of the Prime R=te as in effect from time to time. The principal installments of tie Bond are subject to prepayment on any installment payment dat- in whole or in part in the inverse order of their maturity upon ritten notice given by the Borrower on behalf of the Issuer, at least five business days prior to the installment payment date th; Borrower shall designate as the prepayment date, at a prepayment 'rice of par plus accrued interest to the prepayment date and a pr:mium (expressed as a -8- percentage of the then outstanding princip- 1 amount, or, in the event of partial prepayment, the principal amount to be prepaid) set forth in the table below: Prepayment Date Premium July 1, 1987 through June 30, 1988 4% July 1, 1988 through June 30, 1989 3% July 1, 1989 through June 30, 1990 2% July 1, 1990 through June 30, 1991 1% July 1 , 1992 and thereafter 0% Installments of prepayments shall be in th- amount of $1 , 000 or integral multiples thereof. All principal installments of t e Bond or portion thereof designated for prepayment will ce- se to bear interest on the specified prepayment date, provided f nds for their prepayment are on deposit at the place of payment at that time. The principal of and interest o the Bond shall be payable to the order of the Bank or its a•.signs in lawful money of the United States of America in immediate y available funds at the principal office of the Bank in Chicago, llinois. Upon request of the Borrower or the Issuer, the Bond shall be available for inspection by the :orrower or the Issuer at the offices of the Bank in Chicago, Illin.is. The Bond is nontransferable by the Bank, except as a hole and after notice in writing to the Borrower of such transfer, provided however that the Bank without such notice may issue p-rticipations in the Bond, including, without limitation, a partici.ation with Bank of Highland Park. No transfer shall be effective until noted on the registration blank appearing on the Bond and each transfer and participation shall be registered upon t e books of the Issuer kept for that purpose by the Bank and ea• h such transfer or -9- participation shall be in compliance with all provisions of Section 103 (j) of the Code, and the regula ions promulgated thereunder or proposed regulations publish=d in the Federal Register. The Bank is hereby appointed as registrar for purposes of bond registration. The Bond shall be s 'gned by the Mayor and attested by the City Clerk of the Issuer aid the corporate seal of the Issuer shall be affixed thereto. The Bond is issued pursuant to t e Act and does not constitute a general obligation of the Iss er, but is a limited obligation of the Issuer, payable solely o t of the income and revenues of the Issuer to be derived from he Project pursuant to the Agreement. No holder of the Bond shall have the right to compel any exercise of the taxing power of the Issuer, or the State of Illinois or any political subdivision thereof, to pay the Bond or the interest or premium, if any, tiereon, and the Bond does not constitute an indebtedness or a loan of credit of the Issuer, the State of Illinois or any poli ical subdivision thereof, or a charge against their genera credit or taxing powers , within the meaning of any constit tional or statutory provision. Neither the Issuer nor the Stat; of Illinois or any political subdivision thereof shall in an event be liable for the payment of principal of, premium, if any, or interest on the Bonds , or for the performance of any pledge, mortgage, obligation or agreement of any kind whatsoever of the Issuer. NEITHER THE BOND NOR ANY OF THE ISSUER'S AGREEMENTS OR OBLIGATIONS HEREUNDER CONSTITUTE AN INDEBTEDNESS OR A LOAN OF CREDIT OF THE ISSUER OR OF THE STATE OF I LINOIS OR ANY POLITICAL -10- SUBDIVISION THEREOF WITHIN THE MEANING OF • Y CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER, NOR SHALL HE BOND BE CONSTRUED TO CREATE ANY MORAL OBLIGATION OF THE ISSUER, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER ill THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF IS PL:DGED TO THE PAYMENT OF THE PRINCIPAL OF THE BOND, THE INTEREST OR ANY PREMIUM THEREON, OR OTHER COSTS INCIDENT THERETO. No recourse shall be had for the payment of the principal of, premium, if any, or interest on the Bond or for any claim based thereon or upon any obligation covenant or agreement in this Ordinance contained, against any p.: St, present or future official, officer, agent or employee of th- Issuer, or any successor corporation, as such, either dir-ctly or through the Issuer or any successor corporation, under any rule of law or equity, statute or constitution or by the -nforcement of any assessment or penalty or otherwise, and all such liability of any such official, officer, agent or employee as such is hereby expressly waived and released as a condition of and in consideration for the execution of this Ordinance and the issuance of the Bond. BOND FORM Section 4. That the Bond shall be in substantially the following form: -11- THIS BOND MAY BE TRANSFE'RED ONLY AS A WHOLE UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF KANE CITY OF ELGIN PAYABLE BY THE ISSUER SOLELY AND ON Y FROM RECEIPTS DERIVED FROM THE LOAN AGREEMENT H REIN DEFINED Economic Development Reven e Bond (Quantum Data Inc. Proj -ct) No. R-1 $1 ,500, 000 The City of Elgin, Illinois , a m nicipality of the State of Illinois, and a home rule municipality, created and existing under the Constitution and laws of the State of Illinois (the "Issuer") , for value received promises to pay solely and only from the source and as hereinafter provided, t. the order of Park National Bank of Chicago, Chicago, Illino' s (the "Bank") , or its assigns, the principal sum of: ONE MILLION FIVE HUNDRED THOUSA D DOLLARS ($1 , 500, 000) bearing interest (based one a 360-day yea , and charged for actual days elapsed) from the date hereof until aturity hereof at the rate equal to 75% of the published intere•.t rate announced per annum from time to time by The Northern T ust Company (or its successor) at its principal office in Chi' ago, Illinois and identified by it as its prime rate (the " 'rime Rate") in effect on such date , payable on the first day of ea, h month commencing July 1 , 1985 . The interest rate hereon shall •e adjusted with each change in the Prime Rate . The amount of ,. 1, 200, 000 of the original principal amount of this Bond sh= 11 be payable in -12- consecutive monthly installments of princip= l of $3,000 each, plus interest, beginning on October 1 , 1986 and ontinuing on the first day of each month of each year thereafter t. and including September 1, 1990, and thereafter shall be payable in consecutive monthly installments of principal of $3, 500 each, plus interest, beginning on October 1 , 1990 and continuin.1 on the first day of each month thereafter to and including Sep.ember 1 , 1994 , and thereafter shall be payable in consecutive monthly installments of principal of $5, 000 each, plus interest, b=ginning on October 1 , 1994 and continuing on thefirst day of eac month of each year thereafter to and including September 1 , 1 ' 98 , and thereafter shall be payable in consecutive monthly in-.tallments of principal of $6, 500 each, plus interest, beginning o October 1, 1998 and continuing on the first day of each month hereafter to and including September 1 , 2002, and thereafte shall be payable in consecutive monthly installments of princi.al of $7 ,000 each, plus interest, beginning on October 1 , 2002 and continuing on the first day of each month of each year thereafter o and including August 1 , 2006 , with a final payment of all unpai. principal and interest on September 1, 2006. The amount of $300, 000 of the original principal amount of this Bond shall be payable in 60 consecutive monthly installments of principal of $5 ,000 each, plus interest, beginning on January 1, 1987 and continui g on the first day of each month of each year to and including December 1 , 1991 . In the event of a Determination of Taxability, a- defined in the hereinafter described Loan Agreement, the interest on this Bond shall be adjusted to the Prime Rate plus •ne percent (1%) per annum from the Effective Date of Taxabili .y, as defined in the -13- Loan Agreement retroactive to such Effecti e Date of Taxability. This Bond shall bear interest on any overd e principal and interest at the rate per annum equal to on= percent (1%) in excess of the Prime Rate, as in effect from time 'o time, until paid, to the maximum extent permitted by law. Both principal hereof and interest hereon are payable in immediately available funds at the principal office of the Bank. This Bond is issued in the princ pal sum of $1, 500, 000 pursuant to the provisions of Article VII, Section 6 of the 1970 Illinois Constitution and Ordinance S2-80 ,adopted by the City Council of the Issuer on February 13 , 1980 as from time to time supplemented and amended (the "Act") and to an Ordinance (the "Bond Ordinance") adopted by the Mayor and City Council of the Issuer on June 24, 1985 for the purpose of providing funds to finance the cost of acquiring land and con-tructing and equipping a certain office and manufacturing facilit, to be located thereon (hereinafter called the "Project") and paying expenses incidental thereto, to the end that the Issuer may be able to relieve conditions of unemployment and encourage tie increase of industry and economic development within the City of Elgin, Illinois. The proceeds of this Bond will be used by the Issuer to pay or reimburse Allen G. Jorgensen and Ann C. J.rgensen, individual residents of the State of Illinois (collectively, the "Borrower") for the costs of acquisition, constructio and installation of the Project, under the terms of a Loan Agreem=nt dated as of June 1 , 1985 (which agreement, as from time to ti e supplemented and amended, is hereinafter referred to as the "Agreement") and the Project will be leased by Chicago Title a ,d Trust Company, not -14- personally, but solely as Trustee under a gust Agreement dated May 10, 1985 and known as Trust Number 10—: 7066, an Illinois land trust (the "Land Trust") to Quantum Data I c. , an Illinois corporation (the "Company") under the term, of a Lease Agreement dated as of June 1 , 1985 by and between th- Land Trust, as lessor, and the Company, as lessee (the "Lease") . This Bond is secured by a pledge and assignment of receipts derived by the Issuer pursuant to the Agreement, pursuant to an assignment and agreement dated as o June 1, 1985 (the "Assignment") from the Issuer to the Bank, as more fully described in the Bond Ordinance. Reference is made to the Bond Ordinance for a description of the provisions, amonc others, with respect to the nature and extent of the security, th= rights, duties and obligations of the Issuer, the rights of •he owners of this Bond, and the terms on which this Bond is or ma be issued and to all the provisions of which the owner hereof cy the acceptance of this Bond assents. Upon five days ' prior written notice given by the Borrower on behalf of the Issuer the principal installments of this Bond are subject to prepayment on an installment payment date in whole or in part in the inverse oder of their maturity at a prepayment price of par plus accrued interest to the prepayment date, as provided in the Bond Ordinance, • nd a premium (expressed as a percentage of the then outstanding p incipal amount, or, in the event of partial prepayment, the principal amount to be prepaid) set forth in the table below: Prepayment Date Premium July 1 , 1987 through June 30 , 1988 4% -15- July 1 , 1988 through June 30, 1989 3% July 1 , 1989 through June 30 , 1990 2% July 1 , 1990 through June 30, 1991 1% July 1 , 1992 and thereafter 0% All principal installments of this Bond or portion thereof designated for prepayment will cease to be.r interest on the specified prepayment date, provided funds for their prepayment are on deposit at the place of payment at that time. Installments of principal to be prepaid shall be in the amount of $1 , 000 or integral multiples thereof. This Bond is issued pursuant to .nd in full compliance with the Constitution and laws of the Stat: of Illinois and the ordinances of the Issuer, particularly the Act. This Bond and the obligation to pay interest hereon are limiied obligations of the Issuer, payable solely out of the receipts derived by the Issuer from the Agreement and the Lease and other ise as provided in the Bond Ordinance and the Agreement. This Bo, d and the obligation to pay interest hereon shall not be deemed to constitute an indebtedness or a loan of credit of the Is_uer, the State of Illinois or any political subdivision ther-of, or a charge against their general taxing powers, within the meaning of any constitutional or statutory provision of t e State of Illinois, but shall be payable solely from the recei•ts derived by the Issuer from the Agreement and the Lease. •ursuant to the provi- sions of the Agreement, payments sufficien for the prompt payment when due of the principal of and interest on this Bond are to be paid by the Borrower to the Bank for the account of the Issuer and deposited in a special account created by the Issuer and designated "City of Elgin, Illinois Bond Fund (Quantum Data Inc. -16- Project) , " and all receipts under the Agre=ment and the Lease have been duly pledged and assigned (other than Additional Payments as defined in the Agreement) to the Bank purs ant to the Assignment for that purpose, under the Bond Ordinance to secure payment of such principal and interest. In certain events, on the condit ons, in the manner and with the effect set forth in the Bond Ordi ance, the principal installments of this Bond may become or ma be declared due and payable before the stated maturity thereof together with interest accrued thereon. This Bond is issued pursuant to he Act and does not constitute a general obligation of the Iss er, but is a limited obligation of the Issuer, payable solely o t of the income and revenues of the Issuer to be derived from he Project pursuant to the Agreement. No holder of this Bond shall have the right to compel any exercise of the taxing power of the Issuer, or the State of Illinois or any political subdivision thereof, to pay this Bond or the interest or premium, if any, hereon, and this Bond does not constitute an indebtedness or a loan of credit of the Issuer, the State of Illinois or any •olitical subdivision thereof, or a charge against their general credit or taxing powers, within the meaning of any constit tional or statutory provision. Neither the Issuer nor the Stat= of Illinois or any political subdivision thereof shall in an event be liable for the payment of principal of, premium, if any, or interest on this Bond, or for the performance of any pledg= , mortgage, obligation or agreement of any kind whatsoever of th: Issuer. -17- NEITHER THIS BOND NOR ANY OF THE ISSUER' S AGREEMENTS OR OBLIGATIONS THEREUNDER CONSTITUTE AN INDEB EDNESS OR A LOAN OF CREDIT OF THE ISSUER OR OF THE STATE OF ILIINOIS OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF :NY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER, NOR SHALL HE BOND BE CONSTRUED TO CREATE ANY MORAL OBLIGATION OF THE ISSUER, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE ISSUER *R THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF IS PL DGED TO THE PAYMENT OF THE PRINCIPAL OF THIS BOND, THE INTEREST O' ANY PREMIUM HEREON, OR OTHER COSTS INCIDENT HERETO. No recourse shall be had for the payment of the principal of, premium, if any, or interest on this Bond or for any claim based thereon or upon any obligation, covenant or agreement in the Bond Ordinance contained, against any past, present or future official, officer, agent or employee of the Issuer, or any successor corporation, as such, either directly or through the Issuer or any successor corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and a 1 such liability of any such official, officer, agent or employee as such is hereby expressly waived and released as a condit 'on of and in consider- ation for the execution of the Bond Ordin-nce and the issuance of this Bond. This Bond shall be fully regist=red as to both principal and interest in the name of the holder in accordance with the Bond Ordinance, after which it shall be transf=rable only upon presentation to the Bank as Registrar wit , a written transfer duly -18- acknowledged by the registered holder or hi, attorney, and such transfer shall not be effective until it is noted upon this Bond and upon the books of the Issuer kept for ti at purpose by the Bank and is in compliance with all provisions of Section 103 (j) of the Internal Revenue Code of 1954 , as amended, and the regulations promulgated thereunder or proposed regulations published in the Federal Register. The Bank has been appoi ted as Registrar for purposes of bond registration. Modifications, alterations or am=ndments of the provi- sions of the Bond Ordinance may be made on y to the extent and in the circumstances permitted by the Bond Or•inance. IT IS HEREBY CERTIFIED, RECITED 'ND DECLARED that all acts , conditions and things required by th: Constitution and laws of Illinois and the Act to happen, exist a ,d be performed precedent to and in the issuance of this Bond have happened, exist and have been performed in due time, form .:nd manner as required by law. IN WITNESS WHEREOF, the City of lgin, Illinois, by its governing body, has caused this Bond to be signed on its behalf by its Mayor and attested by its City Clerk a d the corporate seal of said Issuer to be affixed hereto, all on J ne , 1985. CITY OF EL IN, ILLINOIS By Mayor (SEAL) Attest: City Clerk -19- PROVISIONS FOR REGISTRATION The Bond shall be registered on the books of the City of Elgin kept for that purpose by Park National Bank of Chicago, Chicago, Illinois, as Bond Registrar. The principal and interest on this Bond shall be payable only to or upon the order of the registered holder or his legal representative. REGISTRATION Date of Signature of Registration Name of Registered Owner Registrar Park National Bank of Chicago Chicago, Illinois -20- CUSTODY AND APPLICATION OF rROCEEDS OF BOND: ACQUISITION AND CONST,'UCTION FUND Section 5. There is hereby crea ed and established with the Bank, which is hereby constituted and •appointed as depository for the Issuer, a special fund in the name of the Issuer to be designated "City of Elgin, Illinois Acquisition and Construction Fund" and identified with the name of the :orrower. The proceeds received by the Issuer upon the sale of th- Bond shall be deposited in the Acquisition and Construct'on Fund, which shall be held in a separate account by Bank as depository. Moneys in the Acquisition and Construction Fund shall be expended in accordance with the provisions of the Agreement, and •articularly Section 3. 6 thereof. The Bank, as depository, shall eep and maintain or cause Chicago Title Insurance Company or -uch other title insurance company as shall be acceptable •o the Bank to keep and maintain adequate records pertaining to t e Acquisition and Construction Fund and all disbursements t erefrom, and after the Project has been completed and a certific-te of the Authorized Borrower Representative has been filed pu , suant to Section 3 . 7 of the Agreement, the Bank shall deliver cop es of such records to the Issuer and the Borrower. The completion of the Project a d payment of all costs and expenses incident thereto shall be ev denced by filing with the Issuer and the Bank a certificate of he Authorized Borrower Representative required by Section 3.7 of the Agreement. Any moneys thereafter remaining in the Acquis tion and Construction -21- Fund shall be applied in accordance with ••ection 3. 6 of the Agree- ment. PAYMENT OF AMOUNTS UNDER THE AGREEMENT Section 6. It is the declared ntention of the Issuer to authorize the disbursement of the proc=eds of the Bond in order to finance the acquisition, construction .nd installation of the Project pursuant to the Agreement in subs •antially the form which has been presented to and is hereby appro ed by the governing body of the Issuer and which is now on file in the official records of the Issuer with such changes as they shal approve, such approval to be evidenced by their execution of the Agreement. The Mayor is hereby authorized •o execute and acknowledge said Agreement for and on beh- lf of the Issuer, and the City Clerk is hereby authorized to at .est same and to affix thereto the corporate seal of the Issuer. Said Agreement and the receipts thereof, including all moneys received under its terms and condi .ions, will when paid be sufficient to pay the principal of and in •erest on the Bond hereby authorized and are hereby pledged and ord=red paid into the Bond Fund. The Agreement provides that the Bo rower shall remit the required payments thereunder directly to •he Bank for the account of the Issuer for deposit in said Bond Fu d and such provision is hereby expressly approved. -22- REVENUES : BOND FUND; ESCROW INVESTMENT EARNINGS FUND Section 7 . The Bond and all payments required of the Issuer hereunder are not general obligations of the Issuer but are special and limited obligations payable by the Issuer solely and only out of the receipts derived from the Agreement and the Lease as provided herein. There is hereby created by the Issuer and ordered estab- lished with the Bank, as depository, a special fund to be desig- nated "City of Elgin, Illinois Bond Fund (Quantum Data Inc. Project) " (the "Bond Fund") , which shall be used to pay the principal of and the interest on the Bond. There shall be deposited into the Bond Fund, as and when received, (a) all prepayments specified in Article IV of the Agreement; (b) all payments and other amounts paid by the Borrower pursuant to Section 3.3 of the Agreement and by the Company pursuant to the Lease; and (c) all other moneys received by the Bank under and pursuant to any of the provisions of the Agreement and the Lease. The Bank is authorized and directed to apply amounts available therefor in the Bond Fund to the payment when due (or the prepayment, if applicable) of the principal of, premium, if any, and interest on the Bond, and no action of the Issuer shall be necessary to effect such payment or prepayment. The Issuer covenants and agrees that should there be an Event of Default or event that with the passing of time or otherwise may become an Event of Default under the Agreement, the Issuer shall fully cooperate with the Bank and with the owners of -23- the Bond to the end of fully protecting t e rights and security of such owners . Nothing herein shall be con-trued as requiring the Issuer to use any funds or revenues from =ny source other than funds and revenues derived from the Agree ent and the Lease . Any amounts remaining in the Bo d Fund, after payment in full of the principal of and interest on he Bond (or provision for payment thereof as provided in this Bond Ordinance) and the reasonable charges and expenses of the Ba k and of the Issuer, shall be paid to the Borrower upon the ex•iration or sooner termi- nation of the term of the Agreement. Notwithstanding anything herein to the contrary, reference to the Bond Fund shall not preclude direct payment of funds to the Bank for direct application or the purposes for which payments are made. There is hereby created by the ssuer and ordered established with the Bank, as depositary, a special fund to be designated "City of Elgin, Illinois Exces . Investment Earnings Account (Quantum Data Inc. Project) , whici shall be used in accordance with Section 3. 11 of the Agree ent. ASSIGNMENT Section 8. As security for the due and punctual payment of the principal of and interest on the Bond hereby authorized, the Issuer hereby and pursuant to the Ass gnment assigns and pledges to the Bank all receipts derived oy the Issuer pursuant to the Agreement (except any payment made pu . suant to Sections 6 . 4 and 7. 5 of the Agreement relating to inde nification of the Issuer by the Borrower and rights of the Issuer •o payment of expenses as -24- provided in the Mortgage) , and the Lease a d all rights and remedies, if any, of the Issuer under the .greement, the Note, the Security Agreement and the Mortgage to enf•rce payment thereof, including a mortgage of the Project Site a d a security interest in the Equipment, and in evidence of such = ssignment and pledge and in consideration of the agreement of t e Bank to accept its responsibilities with respect to the Bond and created pursuant to Section 7 hereof, the Mayor is hereby auth.rized to execute for and on behalf of the Issuer the Assignment and the City Clerk is hereby authorized to attest the same and t. affix thereto the corporate seal of the Issuer, and the Mayo, and City Clerk are authorized and directed to cause the Assig ment to be executed by the Bank with the Assignment to be in subs antially the form which has been presented to and is hereby approv-d by the governing body of the Issuer and which is now on file in he official records of the Issuer with such changes as they shall approve, such approval to be evidenced by their execution of the assignment. INVESTMENTS; ARBITRAGI Section 9. Any moneys held as part of the Acquisition and Construction Fund created pursuant to Section 5 hereof or as part of Bond Fund created pursuant to Section 7 hereof, may be invested or reinvested on the direction of the Borrower, in accor- dance with the provisions of Section 3. 10 .f the Agreement. Any such investment shall be held by or under control of the Bank and shall be deemed at all times a part of the fund from which such investment was made and the interest accruing thereon and any -25- profit realized from such investments sha 1 be credited to such fund, and any loss resulting from such in estments shall be charged to such fund, which loss shall no . affect the payment or other obligations of the Borrower as prov'ded in the Agreement. As and when any amount invested pursuant to this Section may be needed for disbursement, the Bank ay cause a sufficient amount of the investments to be sold and educed to cash to the credit of such funds regardless of the lo-s on such liquidation. GENERAL COVENANTS Section 10. The Issuer covenan .s that it will promptly cause to be paid by directions given in t e Agreement solely and only from the source mentioned in the Bon. , the principal of and interest on the Bond hereby authorized at the place, on the dates and in the manner provided herein and in .he Bond according to the true intent and meaning thereof. The Bon. and the obligation to pay interest thereon are limited obligati.ns of the Issuer, secured by a mortgage and by a security a.reement and pursuant to the Assignment are payable solely out of •he receipts derived by the Issuer from the Agreement and the Lea-e and otherwise as provided herein and in the Agreement. Th= Bond and the obligation to pay interest thereon shall not be deem=d to constitute an indebtedness or a loan of credit of the I -suer, the State of Illinois or any political subdivision the eof, or a charge against. their general taxing powers, within the m=aning of any constitutional or statutory provision of •he State of Illinois. -26- The Issuer covenants that it will faithfully perform at all times any and all covenants , undertak"ngs , stipulations and provisions contained in this Bond Ordinan e, in the Bond and in all proceedings of its governing body per aining thereto, and will perform such other and further actions as may be necessary or convenient to effectuate the provisions a d intent hereof and thereof, provided that the party requesti g such action will guaranty in a manner satisfactory to the issuer all expenses of such action. EVENTS OF DEFAULT AND RE EDIES Section 11 . Any Event of Default under Section 7. 1 of the Agreement is hereby defined as and de lared to be and to constitute an "Event of Default" . Upon the occurrence of an Event of Default and so long as such Event is continuing, the Bank by otice in writing delivered to the Issuer and the Borrower, may declare the principal installments of the Bond and th- interest accrued thereon immediately due and payable, and -uch principal installments and interest shall thereupon become and be immediately due and payable. Upon any su h declaration all payments under the Agreement from the Bor ower immediately shall become due and payable as provided in Sec ion 7. 2 of the Agreement. While any principal of or inter-st on the Bond is unpaid, the Issuer shall not exercise any of the remedies on -27- default specified in Section 7.3 of the A„reement without prior written consent of the Bank. Upon the occurrence of an Event of Default, the Bank may pursue any available remedy at law or in :quity by suit, action, mandamus or other proceeding to enforce t e payment of the prin- cipal of and interest on the Bond and to :nforce and compel the performance of the duties and obligations of the Issuer as herein set forth. No remedy by the terms of this :ond Ordinance conferred upon or reserved to the Bank is intended •o be exclusive of any other remedy, but each and every such rem=dy shall be cumulative and shall be in addition to any other rem=dy given to the Bank or to the owner of the Bond hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercis= any right, power or remedy accruing upon any Event of Default shall impair any such right, power or remedy or shall be construed to be a waiver of any such event of default or acquiescence the ein; and every such right, power or remedy may be exercised from time to time as often as may be deemed expedient. All moneys received pursuant to -ny right given or action taken under the provisions of this ection or under the provisions of Article VII of the Agreement (after payments of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer, the Bank of the owners of the Bond) and all such moneys in the Bond Fund shall be applied to the -28- payment of the principal of and interest •n the Bond then due and unpaid to the person entitled thereto. Whenever moneys are to be appli-d pursuant to the provi- sions of this Section, such moneys shall •e applied at such times, and from time to time, as the Bank shall •etermine, but in any event within fifteen business days after •eposit of such moneys in the Bond Fund. The Bank shall give such otice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the owner of any Bond until such Bond .hall be presented to the Bank for appropriate endorsement or for cancellation if fully paid. Whenever all principal of and interest on the Bond have been paid under the provisions of this Se4tion and all reasonable expenses of the Bank and the Issuer have •een paid, any balance remaining in the Bond Fund shall be paid io the Borrower. With regard to any Default conc:•rning which notice is given to the Borrower under the provision- of this Bond Ordinance, the Issuer hereby grants the Borrower ful authority for account of the Issuer to perform or observe any covenant or obligation alleged in said notice not to have been p:rformed or observed, in the name and stead of the Issuer with ful power of substitution to do any and all things and acts to the -ame extent that the Issuer could do in order to remedy such D=fault, and the Issuer hereby appoints the Borrower its true and lawful attorney in fact with full power of substitution for such •urpose. -29- SALE OF THE BOND; EXECUTION •F DOCUMENTS Section 12 . (a) The sale of the Bond hereby authorized to the Bank at a price of $1 , 500, 000 and i•ayment pursuant to the Bond Purchase Agreement in substantially he form which has been presented to it is hereby approved by the governing body of the Issuer and which is now on file in the official records of the Issuer, is hereby in all respects authorized, approved and confirmed. The Mayor is hereby authorized =nd directed to execute said Bond Purchase Agreement for and on b-half of the Issuer, and the City Clerk is hereby authorized to at est the same and to affix thereto the corporate seal of the I-suer, with such changes as they shall approve, such approval to b- evidenced by their execution of the Bond Purchase Agreement. (b) The Agreement in substanti= lly the form in which it has been presented to the governing body of the Issuer and which is now on file in the official records of the Issuer is hereby approved by such governing body and is in all respects authorized, approved and confirmed, with such changes as they shall approve, such approval to be evidenced by their exrcution of the Agreement. The Mayor is hereby authorized ,:nd directed to execute the Agreement for and on behalf of the Is .uer, and the City Clerk is hereby authorized to attest the same a d to affix thereto the corporate seal of the Issuer. -30- PERFORMANCE PROVISIO S Section 13 . The Mayor and City Clerk, for and on behalf of the Issuer be, and each of them hereby is, authorized and directed to do any and all things necessary to effect the performance of all obligations of the Iss er under and pursuant to this Bond Ordinance, the execution and de ivery of the Bond and the performance of all other acts of what-ver nature necessary to effect and carry out the authority confer' ed by this Bond Ordinance. The Mayor and City Clerk be, =nd they are hereby, further authorized and directed for and o behalf of the Issuer, to execute all papers, documents, certifi ates and other instruments that may be required or conve ient for the carrying out of the authority conferred by this Bo d Ordinance or to evidence said authority, including withou limitation the signing of IRS Form 8038 and the filing thereof a- therein required, and to exercise and otherwise take all necess=ry action to the full realization of the rights, accomplishment- and purposes of the Issuer under the Agreement, the Assignmen and the Bond Purchase Agreement and to discharge all of the obligations of the Issuer thereunder. NOTICES Section 14 . It shall be suffic ent service of any notice or other paper on the Issuer if th same shall be duly mailed to the Issuer by registered or cer ified mail, postage prepaid, return receipt requested, addres .ed to the Issuer at City -31- of Elgin, 150 Dexter Court, Elgin, Illin.is 60120-5555; or to such other address as the Issuer may from time to time file with the Bank and the Borrower. It shall be sufficient service of any notice or other paper on the Borrower if the same shall be duly mailed to the Borrower by registered or c-rtified mail, postage prepaid, return receipt requested, addressed to Chicago Title and Trust Company at 111 West Washington Stre-t, Chicago, Illinois 60602, Attention: Land Trust Department, with copies to the Beneficiaries at 255 East Kehoe Boulevard, Carol Stream, Illinois 60188, or to such other address as the Bo' rower may from time to time file with the Issuer and the Bank. It shall be sufficient service of any notice or other paper on t e Bank if the same shall be duly mailed to the Bank by registered •r certified mail, postage prepaid, return receipt requested addressed to the Bank at 2958 North Milwaukee Avenue, Chicago, Illinois 60618, Attention : Howard Levy or to such other =ddress as the Bank may from time to time file with the Issuer an' the Borrower. BOND ORDINANCE A CONTRACT: PRIPVISIONS FOR MODIFICATIONS, ALTERATIONS ANI AMENDMENTS Section 15 . The provisions of his Bond Ordinance shall constitute a contract between the Issuer .;nd the owner or owners of the Bond hereby authorized; and after he issuance of the Bond no modification, alteration, or amendment or supplement to the provisions of this Bond Ordinance shall b: made in any manner except with the written consent of the o ier or owners of the Bond until such time as all principal of and i terest on the Bond shall have been paid in full. -32- SATISFACTION AND DISCHqRGE Section 16. All rights and obl'gations of the Issuer and the Borrower under the Agreement, the Assignment, the Bond, the Note, the Mortgage , the Security Agre-ment, the Lease, the Bond Purchase Agreement and this Bond Ordnance shall terminate and such instruments shall cease to be of further effect, and the Bank shall cancel the Bond, deliver it to the Issuer, and deliver a copy of the cancelled Bond to the Borro er, and shall assign and deliver to the Borrower any moneys in the Bond Fund required to be paid to the Borrower under Section 7 hereof (except moneys held by the Bank for the payment of principal of or interest on the Bond) when: (a) all expenses of the Issuer and the Bank shall have been paid; (b) the Issuer and the Borrowe shall have performed all of their covenants and promises n the Agreement, the Assignment, the Bond, the Note, the ortgage, the Security Agreement, the Lease, the Bond Purch.:se Agreement and in this Bond Ordinance; and (c) all principal of and inter:st on the Bond have been paid, provided however that the obligation of the Borrower under Sections 6 . 4 and 7. 5 of the Ag eement shall survive such payment. Notwithstanding any of the foregoing, however, the obligations of the Borrower under Section 6. 4 of the Agreement with respect to indemnification and defen -e of the Issuer (including its officers, employees and inuependent contractors) -33- and the Bank shall survive the terminatio of the Agreement and the payment of the Bond. SEVERABILITY Section 17. If any section, pa agraph, clause or pro- vision of this Bond Ordinance shall be ru ed by any court of competent jurisdiction to be invalid, the invalidity of such section, paragraph, clause or provision spall not affect any of the remaining provisions hereof. APPROVAL Section 18. The City Council of the Issuer, as the elected legislative body of the Issuer, h- s held a public hearing following reasonable public notice, and h=reby approves the Project, the proposed plan of financing t erefor and the issuance of the Bond pursuant to Section 103 (k) of the Code, all as more specifically described in the public noti•e published May 22, 1985, which is incorporated herein by ref=rence. ALLOCATION Section 19. The Mayor and each ember of the City Council of the Issuer hereby certify under penalty of perjury that the allocation for the private activity bond limit was not made in consideration of any bribe, gift, gratuity, or direct or indirect contribution to any political campaign. -34- ELECTION Section 20. The Issuer hereby - lects to have the provisions of Section 103 (b) (6) (D) of the Code apply to the hereinabove described bond issue. CAPTIONS Section 21 . The captions or headings of this Bond Ordi- nance are for convenience only and in no ay define, limit or describe the scope or intent of any provi -ion of this Bond Ordinance. PROVISIONS IN CONFLICT R PEALED Section 22 . All ordinances, re -olutions, and orders , or parts thereof, in conflict with the provi -ions of this Bond Ordinance, are , to the extent of such con lict, hereby repealed, and this Bond Ordinance shall be in full orce and effect upon its approval. Presented at a regular meeting ef the governing body of the City of Elgin, Illinois held on the day of June, 1985. -35- This Ordinance passed and approved on roll call vote this 24th day of June, 1985 . - • • Mayor ATTEST: t411cerparman (SEAL) Ayes : Councilmen Andersen Gilli.m w. an, Shales , Van De Voorde Waters and Mayor Verbic. Nays : ks , _ -36- MINUTES OF A REGULAR MEETING OF THE CITY COUNCIL OF CITY OF ELGIN, ILLINOIS, HELD ON THE 24th DAY OF JUNE, 1985 . The City Council of City of Elgin, Illinois, met in regular session on Monday, the 24th day of June, 1985, at the hour of 8 : 00 p.m. at the Elgin City Hall , in said City. At the above-named time and place, there were present the following officers and members of the City Council: Richard L. Verbic , Mayor Marie Yearman , City Clerk Edgax_An er_se.n . , Council Member Robert Gilliam , Council Member Susan M Mnylan , Council Member Ma lame shales , Council Member George Ilan De Veo4e , Council Member Donald Waters , Council Member Absent: None A quorum of the members of the City Council being present, the Mayor called the meeting to order and declared the City Council to be in session for the transaction of business. The City Council then took up the matter of the proposed issuance of the One Million Five Hundred Thousand Dollars ($1 , 500 , 000) in principal amount of the City's economic development revenue bond. There Council Member jailliam introduced and moved for the adoption of an ordinance entitled: AN ORDINANCE PROVIDING FOR THE FINANCING BY THE CITY OF ELGIN, ILLINOIS, OF A PROJECT CONSISTING OF ACQUISITION OF CERTAIN REAL PROPERTY AND THE CONSTRUCTION AND EQUIPPING OF AN OFFICE AND MANUFACTURING FACILITY THEREON IN ORDER THAT QUANTUM DATA INC. , AN ILLINOIS CORPORATION, MAY BE PROVIDED WITH FACILITIES; TO RELIEVE CONDITIONS OF UNEMPLOYMENT AND ENCOURAGE THE INCREASE OF COMMERCE; AUTHORIZING AND PROVIDING FOR THE ISSUANCE BY SAID CITY OF ELGIN, ILLINOIS OF ITS ECONOMIC DEVELOPMENT REVENUE BOND (QUANTUM DATA INC. PROJECT) WHICH WILL BE PAYABLE SOLELY FROM THE RECEIPTS FROM A LOAN AGREEMENT AND THE OTHER SOURCES NAMED THEREIN; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY OF ELGIN, ILLINOIS AND ALLEN G. JORGENSEN AND ANN C. JORGENSEN, PROVIDING FOR THE ACQUISITION, CONSTRUCTION AND EQUIPPING AND FINANCING CF SAID PROJECT; AUTHORIZING THE EXECUTION AND DELIVERY OF AN ASSIGNMENT AND AGREEMENT AS SECURITY FOR THE PAYMENT OF SAID BOND; CONFIRMING SALE OF SAID BOND TO THE PURCHASE THEREOF; AND RELATED MATTERS . Council Member Andersen seconded the motion, and the question being put to a roll call vote, the result was as follows: -37- Mayor Richard L. Verbic voted aye Council Member Edgar Andersen voted aye Council Member Robert Gilliam voted aye Council Member Susan M. Moylan voted aye Council Member Marlene Shalcc voted aye Council Member George Van De Voorde voted aye Council Member nnnAla watarc voted aye The motion having received the affirmative vote of all members of the City Council, the Mayor declared the motion carried and the Ordinance adopted and thereupon did approve and sign the same in open meeting and said Ordinance was assigned number S2 85 Other business not pertinent to the subject matter of said Ordinance was transacted at said meeting. Upon motion duly made and seconded, the meeting was adjourned. s/ Marie Yearman (SEAL) -38- STATE OF ILLINOIS ) SS COUNTY OF KANE I, Marie Yearman , City Clerk within and for the City of Elgin, Illinois, do hereby certify that the foregoing pages constitute a full, true and complete copy of the minutes of the meeting of said City Council held on the 24th day of June, 1985, insofar as they relate to the adoption of Ordinance No. S2-85 of said City. I do further certify that, prior to the making of this certificate, the said minutes have been spread at length upon the permanent records of said City Council, here they now appear and remain in Book at page to , inclusive, in the office of the City Clerk. IN TESTIMONY WHEREOF, I have hereunder set my hand and affixed the seal of said City, this 2511 day of June, 1985. M 11. • (SEAL) -39-