S3-94 ORDINANCE NUMBER S3-94
AN ORDINANCE providing for the issuance of $3,000,000 General
Obligation Notes, Series 1994A, of the City of Elgin, Kane and
Cook Counties, Illinois.
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 pursuant to the
provisions of Section 6 of Article VII of the Constitution of the State of Illinois, the City is a
home rule unit and 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, the City has the power to
incur debt payable from ad valorem property tax receipts or from any other lawful source
and maturing within forty (40) years from the time it is incurred without prior referendum
approval; and
WHEREAS, the City Council does hereby determine that in light of the current
financial condition of the City it is advisable and in the best interests of the City to borrow
$3,000,000 at this time and, in evidence of such borrowing, issue its full faith and credit
Notes in the principal amount of$3,000,000;
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:
Section I. Definitions. The following words and terms used in this Ordinance
shall have the following meanings unless the context or use clearly indicates another or
different meaning is intended:
"City" means the City of Elgin, Kane and Cook Counties, Illinois.
"City Council" means the City Council of the City.
"Code" means the Internal Revenue Code of 1986.
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"Note" or "Notes" means one or more, as applicable, of the $3,000,000 General
Obligation Notes, Series 1994A, authorized to be issued by this Ordinance.
"Note Register" means the books of the City kept by the Note Registrar to evidence
the registration and transfer of the Notes.
"Note Registrar" means the Treasurer of the City or a successor thereto or a successor
designated as Note Registrar hereunder.
"Ordinance" means this Ordinance, number 53-94_. , and passed by the City Council
on the 23rd day of February, 1994.
"Paying Agent" means the Treasurer of the City, or a successor thereto or a successor
designated as Paying Agent hereunder.
"Tax-exempt" means, with respect to the Notes, the status 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 determining the alternative minimum tax for certain
corporations, in computing the environmental tax imposed on certain corporations and in
computing the "branch profits tax" imposed on certain foreign corporations.
Section 2. Incorporation of Preambles. The City Council hereby finds 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 Notes. It is necessary and in the best interests
of the City to pay the current operating expenses of the City and to pay all related costs and
expenses incidental thereto, and to borrow money and issue the Notes for such purposes. It
is hereby found and determined that such borrowing of money is necessary for the welfare
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of the government and affairs of the City, is for a proper public purpose or purposes and is
in the public interest, and these findings and determinations shall be deemed conclusive.
Section 4. Note Details. For the purposes set forth above and to pay all related
costs and expenses incidental thereto, there shall be issued and sold the Notes in the principal
amount of $3,000,000. The Notes shall each be designated "General Obligation Note,
Series 1994A"; be dated the date of issuance; and shall also bear the date of authentication
thereof. The Notes shall be in fully registered form, shall be in denominations of
$1,000,000 or integral multiples thereof, shall be numbered consecutively in such fashion as
shall be determined by the Note Registrar, and shall become due and payable on
November 1, 1994 (being subject to the right of prior redemption hereinafter set forth) and
bearing interest at the rate of 2.73 percent per annum.
The Notes shall bear interest from their dated date as herein provided, such interest
eft. (computed upon the basis of a 360-day year of twelve 30-day months) being payable at
maturity. Interest on each Note 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 Note is registered at the close of business on the 1st day of the month next
preceding the interest payment date and shall be 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 Note Registrar. The principal of the Notes shall be payable
in lawful money of the United States of America upon presentation thereof at the office of
the Paying Agent.
Section S. Execution; Authentication. The Notes shall be executed on behalf of the
City by the manual or facsimile signature of its Mayor and attested by the manual or
facsimile signature of its City Clerk, as they may determine, and shall have impressed or
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imprinted thereon the corporate seal or facsimile thereof of the City. In case any such
officer whose signature shall appear on any Note shall cease to be such officer before the
delivery of such Note, such signature shall nevertheless be valid and sufficient for all
purposes, the same as if such officer had remained in office until delivery. All Notes shall
have thereon a certificate of authentication, substantially in the form hereinafter set forth,
duly executed by the Note Registrar as authenticating agent of the City and showing the date
of authentication. No Note 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 Note Registrar by manual signature, and such
certificate of authentication upon any such Note shall be conclusive evidence that such Note
has been authenticated and delivered under this Ordinance. The certificate of authentication
on any Note shall be deemed to have been executed by it if signed by an authorized officer
of the Note Registrar, but it shall not be necessary that the same officer sign the certificate
of authentication on all of the Notes issued hereunder.
Section 6. Registration of Notes;Persons Treated as Owners;Redemption.
A. Registration of Notes . The City shall cause the Note Register to be kept at the
office of the Note Registrar in the City; and the same is hereby constituted and appointed the
registrar of the City for the Notes. The City is authorized to prepare, and the Note
Registrar or such other agent as the City may designate shall keep custody of, multiple Note
blanks executed by the City for use in the transfer and exchange of Notes.
Any fully registered Note or Notes may be exchanged upon presentation at the office
of the Note Registrar, duly endorsed by, or accompanied by a written instrument or
instruments authorizing such exchange in form satisfactory to the Note Registrar and duly
executed by, the registered owner or his attorney duly authorized in writing, for a like
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aggregate principal amount of Note or Notes of the same maturity, of other authorized
denominations and of the same interest rate.
Upon surrender for transfer of any Note at the office of the Note Registrar, duly
endorsed by, or accompanied by a written instrument or instruments of transfer in form
satisfactory to the Note Registrar and duly executed by, the registered owner or his attorney
duly authorized in writing, the City shall execute and the Note Registrar shall authenticate,
date and deliver in the name of the transferee or transferees a new fully registered Note or
Notes of the same maturity, of authorized denominations, for a like aggregate principal
amount and interest rate.
The Note Registrar shall not be required to transfer or exchange any Note during the
period from the 1st day of the month next preceding an interest payment date to such
interest payment date or after the giving of notice of redemption as provided herein.
The execution by the City of any fully registered Note shall constitute full and due
authorization of such Note, and the Note Registrar shall thereby be authorized to
authenticate, date and deliver such Note; provided, however, the principal amount of Notes
of each maturity authenticated by the Note Registrar shall not at any one time exceed the
authorized principal amount of Notes for such maturity less the amount of such Notes which
have been paid.
The person in whose name any Note 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 Note 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 liability upon such Note to the extent of the sum or sums so paid.
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No service charge shall be made for any such transfer or exchange of Notes, but the
City or the Note Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any such transfer or
exchange of Notes.
B. Option Redemption. The Notes are redeemable prior to maturity at the
option of the City, in whole or in part, on any date on or after October 1, 1994 and if less
than all of the outstanding Notes are to be redeemed they shall be called in any order
designated by the City and by lot within the maturity, the Notes to be redeemed at the
redemption price of par plus accrued interest to the date fixed for redemption. Notice of the
call for any such redemption shall be given by the Note Registrar on behalf of the City, by
mailing the redemption notice by first class mail at least 5 days prior to the date fixed for
redemption to the registered owner of the Note at the address shown on the Note Registrar.
Notice of such redemption having been properly given the Note or portion of Notes
redeemed shall, on the redemption date, become due and payable at the redemption price and
from after such date (unless the City shall default in the payment of the redemption price)
such Note or portions of Notes shall cease to bear interest. Notice of any such redemption
may be waived in writing by the registered owner of a Note entitled to receive such notice,
either before or after the event.
Section 7. Form of Note. The Notes shall be in substantially the form hereinafter
set forth; provided, however, that if the text of the Note is to be printed in its entirety on the
front side of the Note, then paragraph [2] and the legend "See Reverse Side for Additional
Provisions" shall be omitted and paragraphs [6] through [9] shall be inserted immediately
after paragraph [1]:
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[Form of Note - Front Side]
REGISTERED REGISTERED
No. $
UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTIES OF KANE AND COOK
CITY OF ELGIN
GENERAL OBLIGATION
NOTE, SERIES 1994A
See Reverse Side
for Additional
Provisions
Interest Maturity Dated
r'' Rate: % Date: November 1, 1994 Date: , 1994
Registered Owner:
Principal Amount:
[1] KNOW ALL PERSONS BY THESE PRESENTS that the City of Elgin, Kane and Cook
Counties, Illinois, a municipality and political subdivision of the State of Illinois (the "City"),
hereby acknowledges itself to owe and for value received promises to pay to the Registered
Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date
identified above, the Principal Amount identified above and to pay interest (computed on the
basis of a 360-day year of twelve 30-day months) on such Principal Amount from the later
of the Dated Date of this Note identified above or from the most recent interest payment
date to which interest has been paid or duly provided for, except as the provisions
hereinafter set forth with respect to redemption prior to maturity may be and become
applicable, at the Interest Rate per annum identified above, such interest to be payable on
November 1, 1994 and until said Principal Amount is paid. The principal of this Note is
payable in lawful money of the United States of America upon presentation hereof at the
office of the City Treasurer of the City, as paying agent (the "Paying Agent"). Payment of
interest shall be made to the Registered Owner hereof as shown on the registration books of
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the City maintained by the City Treasurer of the City (the "Note Registrar"), at the close of
business on the 1st day of the month next preceding the interest payment date and shall be
paid by check or draft of the Paying Agent, payable upon presentation 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 Note Registrar.
[2] Reference is hereby made to the further provisions of this Note set forth on the
reverse hereof, and such further provisions shall for all purposes have the same effect as if
set forth at this place.
[3] 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 Note have existed and have been properly done, happened and been
performed in regular and due form and time as required by law and; that the indebtedness of
the City, represented by the Notes, and including all other indebtedness of the City,
howsoever evidenced or incurred, does not exceed any constitutional or statutory or other
lawful limitation.
[4] This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Note Registrar.
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[5] IN WITNESS WHEREOF the City of Elgin, Kane and Cook Counties, Illinois, by its
City Council, has caused this Note to be executed 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 and its corporate seal or a facsimile thereof to be impressed or reproduced
hereon, all as appearing hereon and as of the Dated Date identified above.
Mayor, City of Elgin
Kane and Cook Counties, Illinois
Attest:
City Clerk, City of Elgin
Kane and Cook Counties, Illinois
(SEAL)
Date of Authentication:
CERTIFICATE OF Note Registrar and Paying Agent:
AUTHENTICATION City Treasurer
This Note is one of the Notes
described in the within mentioned
Ordinance and is one of the $3,000,000
General Obligation Notes, Series 1994A, of
the City of Elgin, Kane and Cook Counties,
Illinois.
CITY TREASURER
as Note Registrar
By
Authorized Signer
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[Form of Note - Reverse Side]
City of Elgin, Kane and Cook Counties, Illinois
General Obligation Note
Series 1994A
[6] This Note is one of a series of Notes (the "Notes") in the aggregate principal
amount of$3,000,000 issued by the City for the purpose of meeting the working cash needs
of the City and of paying expenses incidental thereto, all as described and defined in the
ordinance authorizing the Notes (the "Ordinance"), pursuant to and in all respects in
compliance with the applicable provisions of Section 6 of Article VII of the Constitution of
the State of Illinois, and with the Ordinance, which has been duly passed by the City Council
and published, in all respects as by law required. This Note and the other Notes of such
series are redeemable prior to maturity at the option of the City, in whole or in part on
October 1, 1994 and on any date thereafter and if less than all of the outstanding Notes are
to be redeemed, they shall be called in any order designated by the City, the Notes to be
redeemed at the redemption price of par plus accrued interest to the date fixed for
redemption.
[7] The Notes are issued in fully registered form in the denominations of$1,000,000
or authorized integral multiples thereof. This Note may be exchanged upon presentation and
surrender for cancellation hereof at the office of the Note Registrar, but only in the manner,
subject to the limitations and upon payment of the charges provided in the Ordinance, for a
like aggregate principal amount of Notes of the same maturity and interest rate of other
authorized denominations. This Note is transferable by the Registered Owner hereof in
person or by his attorney duly authorized in writing at the office of the Note Registrar in the
but only in the manner, subject to the limitations and upon payment of the charges provided
in the Ordinance, and upon presentation and surrender for cancellation of this Note. Upon
such transfer a new Note or Notes of authorized denomination(s) of the same maturity and
interest rate and for the same aggregate principal amount will be issued to the transferee in
exchange therefor.
[8] The Note Registrar shall not be required to transfer or exchange any Note during
the period from the 1st day of the month next preceding an interest payment date to such
interest payment date or after the giving of notice of redemption of a Note.
[9] The City, the Note 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 purposes, and
the City, the Note Registrar and the Paying Agent shall not be affected by any notice to the
contrary.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(Name and Address of Assignee)
the within Note and does hereby irrevocably constitute and appoint
, as attorney to transfer the said Note on the
books kept for registration thereof with full power of substitution in the premises.
Dated:
Signature guaranteed:
NOTICE: The signature to this transfer and assignment must correspond with the name of
the Registered Owner as it appears upon the face of the within Note in every
particular, without alteration or enlargement or any change whatever.
Section 8. Sale of Notes. The Notes shall be executed as in this Ordinance
provided as soon after the passage hereof as may be, shall be deposited with the City
Treasurer, and shall be by the Treasurer delivered to the purchaser thereof, namely,
Old Kent Bank-Illinois, upon payment of the purchase price agreed upon, the same
being $ 3,000, 176 plus accrued interest to date of delivery. The contract for the sale of the
Notes to the purchaser is hereby in all respects ratified, approved and confirmed, it being
hereby declared that no person holding any office of the City, either by election or
appointment, 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 9. Creation of Funds and Appropriations. The proceeds derived from the
sale of the Notes shall be used as follows:
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A. Accrued interest and premium, if any, on the Notes shall be and is hereby
appropriated for the purpose of paying the first interest due on the Notes and to such
end is hereby ordered to be deposited into the "General Obligation Notes, Series
1994A, Note Fund" (the "Note Fund"), hereby created, which shall be the fund for the
payment of principal of and interest on the Notes. Interest received from investments
on deposit in the Note Fund shall be retained therein as a credit against future deposits
or transferred to such other fund as the City Council may from time to time
determine.
B. The amount of $ 5,000.00 from the proceeds of the Notes shall be set
aside in a separate fund, hereby created, and designated as the "Expense Fund."
Money in said Fund shall be used to pay all costs and expenses incidental to the
issuance of the Notes.
C. The balance of the proceeds of the sale of the Notes shall be used to pay
the operating expenses of the City as they come due.
Section 10. Tax-Exemption and Non-Arbitrage Covenant. The City covenants that
the amount of the Notes will not exceed the maximum cumulative cash flow deficit in the
general fund for the term during which the Notes will be outstanding; and the City will
take no action with respect to the proceeds of the Notes which would result in making the
interest payable on the Notes subject to federal income taxes by reason of the Notes being
classified as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue
Code of 1986 (the "Code"), or rulings or regulations promulgated thereunder.
The City also agrees and covenants with the purchasers and holders of the Notes from
time to time outstanding that, to the extent possible under Illinois law, it will comply with
whatever federal tax law is adopted in the future which applies to the Notes and affects the
tax-exempt status of the Notes. Without limiting the generality of the foregoing, the City
agrees: (a) through its officers, to make such further specific covenants, representations and
assurances as may be necessary or advisable; (b) to comply with all representations,
covenants and assurances contained in a certification regarding tax exemption to be prepared
by counsel approving the Notes; (c) to consult with such counsel and to comply with such
advice as may be given; (d) to pay to the United States, as necessary, such sums of money
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representing required rebates of excess arbitrage profits relating to the Notes; (e) to file
such forms, statements and supporting documents as may be required and in a timely
manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal
agents, financial advisors, attorneys and other persons to assist the City in such compliance.
Section 11. Designation as Qualified Tax-Exempt Obligations. The City hereby
covenants that the City and all subordinate entities thereof will not issue any obligations of
any kind or for any purpose in excess of the total aggregate amount of $10,000,000 during
the calendar year of issuance of the Notes, and the City hereby designates the Notes as
obligations being issued for the purposes of meeting the requirements of Section 265(b)(3)
of the Code regarding qualified tax-exempt obligations.
Section 18. Publication of Ordinance. That a full, true and complete copy of this
ordinance be published in pamphlet form within ten days after passage.
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Section 12. Superseder and Effective Date. All ordinances, resolutions and orders,
or parts thereof, in conflict herewith, are to the extent of such conflict hereby superseded;
and this Ordinance shall be in full force and effect immediately upon its passage, approval
and publication.
AYES: councilmembers Fox. Gilliam. Schock, Walters ,
and YParman _
NAYS: None
ABSENT: Mayor VanDeVoorde and Councilmember Popple
ADOPTED: February 23, 1994
APPROVED: February 23 , 1994
1 /8/Lc__
Mayor Pro Tem, City of Elgin
Kane and Cook Counties, Illinois
Recorded In City Records: February 24 , 1994.
Published in pamphlet form by authority of the City Council on Feb. 24 , 1994.
Attest:
t►lLi4.f�.r. 14 ' - -
City Clerk, City of Elgin
Kane and Cook Counties, Illinois
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