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S13-99 CITY OF ELGIN ORDINANCE NO. S13-99 AN ORDINANCE SETTING A PUBLIC HEARING ON AND AUTHORIZING THE ISSUANCE AND SALE OF ITS CITY OF ELGIN, ILLINOIS VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS (QUESTEK MANUFACTURING CORPORATION PROJECT) SERIES 1999, IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $4,300,000 AND CONFIRMING THE SALE THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, A TRUST INDENTURE, A BOND PURCHASE AGREEMENT AND RELATED DOCUMENTS; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFERING MEMORANDUM AND AN OFFERING MEMORANDUM; AND RELATED MATTERS ADOPTED BY THE CITY COUNCIL OF THE CITY OF ELGIN ON THIS 15TH DAY OF DECEMBER, 1999 Published in pamphlet form by authority of the City Council of the City of Elgin, Kane and Cook Counties, Illinois, on this 17th day of December, 1999. STATE OF ILLINOIS ) ) ss. COUNTY OF KANE ) CERTIFICATE I, Dolonna Mecum, certify that I am the duly appointed and acting municipal clerk of the City of Elgin, Cook and Kane Counties, Illinois. I further certify that on December 15, 1999, the Corporate Authorities of such municipality passed and approved Ordinance No. S13-99, which provided by its terms that it should be published in pamphlet form. The pamphlet form of Ordinance No. S13-99, including the Ordinance and a cover sheet thereof, was prepared, and a copy of such Ordinance was posted in the municipal building, commencing on December 17, 1999, and continuing for at least ten days thereafter. Copies of such Ordinance were also available for public inspection topik upon request in the office of the municipal clerk. DATED at Elgin, Illinois, on December 17, 1999. Munici p al ler (SEAL) /�• ORDINANCE NO. S13-99 AN ORDINANCE SETTING A PUBLIC HEARING ON AND AUTHORIZING THE ISSUANCE AND SALE OF ITS CITY OF ELGIN, ILLINOIS VARIABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS (QUESTEK MANUFACTURING CORPORATION PROJECT) SERIES 1999, IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $4,300,000 AND CONFIRMING THE SALE THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, A TRUST INDENTURE, A BOND PURCHASE AGREEMENT AND RELATED DOCUMENTS; AUTHORIZING THE DISTRIBUTION OF A PRELIMINARY OFFERING MEMORANDUM AND AN OFFERING MEMORANDUM; AND RELATED MATTERS. WHEREAS, the City of Elgin, Illinois, a municipality and a home-rule unit of government duly organized and validly existing under the Constitution and the laws of the State of Illinois (the "Issuer"), has a population of more than 25,000, and, in accordance with the provisions of Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois, the Issuer is a home rule unit of government, and, as such, may exercise any power or perform any function pertaining to its government and affairs; and WHEREAS, as a home rule municipality the Issuer is authorized and empowered to issue industrial development revenue bonds and to lend the proceeds thereof for the purpose of financing, in part, the costs of the acquisition, purchase, construction, reconstruction, improvement, betterment or extension of industrial projects; and WHEREAS, the Issuer has indicated its intention to issue its revenue bonds for the purposes of financing the costs of a project, the land and building portion of such project to be owned and leased by Quest Properties, L.L.C., a Delaware limited liability company ("Quest") and operated by Questek Manufacturing Corporation, an Illinois corporation (the "Company," and collectively with Quest, the `Borrower"), such project to consist of a portion of the costs of land, an approximately 60,000 square foot building to be located in the Northwest Business Park By Wispark at Randall Road and Galvin Drive in Elgin, Illinois and the purchase of certain related equipment, for use in the Company's business as a manufacturer of custom electronic and electromechanical assemblies and to pay a portion of the costs of issuance.; and WHEREAS, the Issuer wishes to finance the costs of the Project, to pay interest during the acquisition, construction and installation of the Project, and to pay the costs of issuance of such revenue bonds of the Issuer, by the sale and issuance of its revenue bonds, and by authorizing such actions as might be required to implement such stated intentions; and WHEREAS, pursuant to and in accordance with the provisions of the Constitution and the laws of the State of Illinois, the Issuer is now prepared to issue and sell its City of Elgin, Illinois Variable Rate Demand Industrial Development Revenue Bonds (Questek Manufacturing Corporation Project) Series 1999 (the "Bonds"); and WHEREAS, the Issuer has available and hereby allocates to the Bonds, an amount not to exceed $4,300,000 of its private activity bond volume cap allocation; and WHEREAS, the Bonds shall be secured by the Indenture (as hereinafter defined) and, except to the extent payable from Bond proceeds or income from the temporary investment thereof, be payable solely from the revenues and receipts and other amounts received by the Issuer pursuant to the Loan Agreement (as hereinafter defined), the Note (as hereinafter defined) and the other sources identified in the Indenture; and WHEREAS, it is now necessary, desirable and in the best interests of the Issuer to authorize the execution and delivery of a Loan Agreement dated as of December 1, 1999, by and between the Issuer and the Borrower(the "Loan Agreement"); and WHEREAS, it is now necessary, desirable and in the best interests of the Issuer to authorize the execution and delivery of a Trust Indenture (the "Indenture") dated as of December 1, 1999, from the Issuer to American National Bank and Trust Company of Chicago, a national banking association, as trustee, and its successors in trust and its assignees (the "Trustee"), and to designate the Trustee in connection therewith; and WHEREAS, it is now necessary, desirable and in the best interests of the Issuer to authorize the execution and delivery of a Bond Purchase Agreement dated December 22, 1999 (the "Bond Purchase Agreement") among the Issuer, the Borrower and Banc One Capital Markets, Inc., a Delaware corporation, as underwriter(the "Underwriter"); and WHEREAS, it is now necessary, desirable and in the best interests of the Issuer to authorize the preparation and distribution of a Preliminary Offering Memorandum (the "Preliminary Offering Memorandum") and the preparation and distribution of an Offering Memorandum (the "Offering Memorandum") in connection with the issuance of the Bonds; and WHEREAS, it is now necessary, desirable and in the best interests of the Issuer to authorize the execution and delivery of a Arbitrage Regulation Agreement and Certificate dated December 22, 1999 (the "Arbitrage Agreement") among the Issuer, the Borrower and the Trustee; and WHEREAS, the Issuer has caused to be prepared for and presented before the City Council of the Issuer forms of the following documents which the Issuer proposes to approve the terms of or enter into: 1. The Loan Agreement; 2. The Trust Indenture; 3. The Bond Purchase Agreement; 4. The Arbitrage Agreement; 5. The Bonds; and 6. This Bond Ordinance; 2 WHEREAS, the City Council of the Issuer hereby finds and determines that the issuance rik of the Bonds for the stated purposes is necessary for the welfare of the government and affairs of the Issuer, is a proper public purpose and is in the public interest; and WHEREAS, the Borrower has caused a notice of public hearing with respect to the plan of financing the costs of the Project through the issuance of the Bonds to be published in the Chicago Tribune, a newspaper of general circulation in the City of Elgin, Illinois and the Elgin Courier News, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), on December 6, 1999, and the Fiscal Services Manager or a designee of the Mayor will conduct said public hearing on December 20, 1999; NOW, THEREFORE, Be It Ordained by the City Council of the City of Elgin, Illinois, as follows: Section 1. That the City Council of the Issuer hereby finds that all of the recitals contained in the preambles to this Ordinance are full, true and correct, and does incorporate them into this Ordinance by this reference. Section 2. That the Issuer does hereby authorize and approve the financing of the costs of the acquisition, construction and installation of the Project through the issuance of the Bonds in accordance with the terms of the Loan Agreement and the Indenture, and does hereby determine that the Project is a project that is authorized to be financed with bonds, and that the financing of the acquisition, construction and installation of the Project is in furtherance of the public purposes of the Issuer; and that the Issuer hereby approves the plan of finance of the costs of the Project through the issuance of the Bonds and authorizes the Fiscal Services Manager or a designee of the Mayor to conduct the public hearing on December 20, 1999, as described in the aforesaid notice of public hearing which is hereby incorporated by reference and authorizes the Mayor to approve the issuance of the Bonds, which approval shall be considered the public approval required by Section 147(f) of the Code. Section 3. That the Issuer is hereby authorized to enter into the Loan Agreement with the Borrower in substantially the same form now before the City Council of the Issuer; that the form, terms and provisions of the Loan Agreement be, and they hereby are, in all respects approved; that the Mayor of the Issuer be, and hereby is, authorized, empowered and directed to execute, and the City Clerk of the Issuer be, and hereby is, authorized, empowered and directed to attest and to affix the official seal of the Issuer to, the Loan Agreement in the name, for and on behalf of the Issuer, and thereupon to cause the Loan Agreement to be delivered to the Borrower, such Loan Agreement (as executed) to provide for the loan of the proceeds of the Bonds to the Borrower and the use of such proceeds for the acquisition, construction and installation of the Project, to pay interest during the acquisition, construction and installation of the Project and to pay a portion of the costs of issuing the Bonds, in the manner and with the effect therein provided, such Loan Agreement to be in substantially the same form now before the City Council of the Issuer or with such changes and revisions therein as the officer executing the Loan Agreement on behalf of the Issuer shall approve, his execution thereof to constitute conclusive evidence of such approval of any and all changes or revisions therein from the form of the Loan Agreement now before the City Council of the Issuer; that from and after the execution and delivery of the Loan Agreement, the officers and employees of the Issuer are hereby authorized, 3 empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Loan Agreement as executed; and that the Loan Agreement shall constitute, and hereby is made, a part of this Ordinance, and a copy of the Loan Agreement shall be placed in the official records of the Issuer, and shall be available for public inspection at the office of the City Clerk of the Issuer. Section 4. That the Issuer is hereby authorized to enter into the Indenture with the Trustee in substantially the same form now before the City Council of the Issuer; and the form, terms and provisions of the Indenture be, and they hereby are, in all respects approved; that the Mayor of the Issuer be, and hereby is, authorized, empowered and directed to execute, and the City Clerk of the Issuer be, and hereby is, authorized, empowered and directed to attest and to affix the official seal of the Issuer to, the Indenture in the name, for and on behalf of the Issuer, and thereupon to cause the Indenture to be delivered to the Trustee, and the Indenture shall constitute an assignment and pledge for the security of the Bonds issued thereunder of the revenues and receipts to be received by the Issuer pursuant to the Loan Agreement and the promissory note of the Borrower delivered thereunder (the "Note") and an assignment and pledge of the other rights, title and interest of the Issuer in and to the Loan Agreement and the Note, as described in the Indenture (with the exception of certain rights to receive certain payments, to indemnity and other retained rights as specified in the Indenture), such Indenture to be in substantially the form now before the City Council of the Issuer or with such changes and revisions therein as the officer executing the Indenture on behalf of the Issuer shall approve, his execution thereof to constitute conclusive evidence of such approval of any and all changes or revisions therein from the form of Indenture now before the City Council of the Issuer; that from and after the execution and delivery of the Indenture, the officers and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Indenture as executed; and that the Indenture shall constitute, and hereby is made, a part of this Ordinance, and a copy of the Indenture shall be placed in the official records of the Issuer, and shall be available for public inspection at the office of the City Clerk of the Issuer. Section 5. That American National Bank and Trust Company of Chicago, Chicago, Illinois, is hereby designated as Trustee, Paying Agent and Registrar with respect to the Bonds. Section 6. That the Issuer is hereby authorized to enter into the Bond Purchase Agreement with the Borrower and the Underwriter in substantially the same form now before the City Council of the Issuer and any supplement thereto that is necessary to sell the Bonds; that the form, terms and provisions of the Bond Purchase Agreement in the name, for and on behalf of the Issuer, and thereupon to cause the Bond Purchase Agreement to be delivered to the Borrower and the Underwriter, such agreement to provide for the issuance of the Bonds in the aggregate principal amount of not to exceed $4,300,000, such Bond Purchase Agreement to be in substantially the same form now before the City Council of the Issuer or with such changes and revisions therein as the officer executing the Bond Purchase Agreement on behalf of the Issuer shall approve, his execution thereof to constitute conclusive evidence of such approval of any and all changes or revisions therein from the form of Bond Purchase Agreement now before the City Council of the Issuer; that from and after the execution and delivery of the Bond Purchase Agreement, the officers and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to 4 carry out and comply with the provisions of the Bond Purchase Agreement as executed; and that the Bond Purchase Agreement shall constitute, and hereby is made, a part of this Ordinance, and a copy of the Bond Purchase Agreement shall be placed in the official records of the Issuer, and shall be available for public inspection at the office of the City Clerk of the Issuer. Section 7. That the form of the Bonds now before the City Council of the Issuer, subject to appropriate insertions and revisions in order to comply with the provisions of the Indenture (as executed and delivered) be, and the same hereby are, approved; that the Bonds shall be executed in the name, for and on behalf of the Issuer with the manual or facsimile signature of its Mayor and attested with the manual or facsimile signature of its City Clerk and the official seal of the Issuer shall be impressed or imprinted thereon; that the Mayor of the Issuer shall cause the Bonds, as so executed and attested, to be delivered to the Trustee for authentication; and that when the Bonds shall be executed on behalf of the Issuer in the manner contemplated by the Indenture and this Ordinance in the aggregate principal amount of not to exceed $4,300,000, they shall represent the approved forms of Bonds of the Issuer. The Bonds, including but not limited to the principal of, premium, if any, interest thereon and any expenses related thereto, shall be limited obligations of the Issuer, payable solely and only from the revenues and receipts derived by the Issuer pursuant to the Loan Agreement and shall be otherwise secured as provided in the Indenture in the Loan Agreement. The Bonds shall not in any respect be a general obligation of the Issuer, nor shall they be payable in any manner from funds of the Issuer raised by taxation. The Bonds shall state that they do not constitute an indebtedness of the Issuer or a loan of credit thereof within the meaning of any constitutional or statutory provision. Nothing in this Ordinance, the Loan Agreement, the Indenture, the elk Arbitrage Agreement, or the form of the Bonds (hereinafter referred to collectively as the "Financing Documents") or in any document or agreement required hereby and thereby, shall be construed as an obligation or commitment by the Issuer to expend any of its funds other than (i) the proceeds derived from the sale of the Bonds, (ii) the revenues and receipts derived from the Loan Agreement and (iii) any monies arising out of the investment or reinvestment of said proceeds, income, revenues, receipts or monies. Section 8. That the sale of the Bonds in the aggregate principal amount of not to exceed $4,300,000 at a purchase price of 100% of the principal amount thereof and accrued interest, if any, to the date of delivery, is hereby approved and confirmed, and that no member of the City Council for the Issuer or any officer of the Issuer is in any manner interested, either directly or indirectly, in his own name or in the name of any other person, association, trust or corporation, in the Loan Agreement, the Indenture or the Bond Purchase Agreement. Section 9. That the preparation and distribution of the Preliminary Offering Memorandum by the Underwriter is hereby approved, and the preparation and distribution of the Offering Memorandum by the Underwriter is hereby approved. Section 10. That the Issuer is hereby authorized to enter into the Arbitrage Agreement with the Trustee and the Borrower in substantially the same form now before the City Council of the Issuer; and the form, terms and provisions of the Arbitrage Agreement be, and they hereby are, in all respects approved; that the Mayor of the Issuer be, and hereby is, authorized, empowered and directed to execute, and the City Clerk of the Issuer be, and hereby is, 5 authorized, empowered and directed to attest and to affix the official seal of the Issuer to, the Arbitrage Agreement in the name, for and on behalf of the Issuer; that from and after the execution and delivery of the Arbitrage Agreement, the officers and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Arbitrage Agreement as executed; and that the Arbitrage Agreement shall constitute, and hereby is made, a part of this Ordinance, and a copy of the Arbitrage Agreement shall be placed in the official records of the Issuer, and shall be available for public inspection at the office of the City Clerk of the Issuer. Section 11. That the Mayor, the City Clerk and any other applicable officer or employee of the Issuer be, and each of them hereby is authorized and directed to execute, attest, seal and deliver any and all documents and certificates, to do any and all things deemed necessary to effect the issuance and sale of the Bonds and the execution and delivery of the Loan Agreement, the Indenture, the Bond Purchase Agreement and such other instruments (including financing statements), and to perform the obligations and duties of the Issuer hereunder and thereunder, all as shall be necessary and desirable to carry out the intent and purposes of this Ordinance, including the preambles hereto. Section 12. That all acts of the City Council of the Issuer and the members, officers, agents and employees of the Issuer that are in conformity with the intent and purposes of this Ordinance, whether heretofore or hereafter taken or done, be, and the same are hereby, in all respects, ratified, confirmed and approved. Section 13. That the Issuer hereby elects to have the provisions of Section 144(a)(4) of the Code apply to the Bonds. Section 14. That the Issuer hereby allocates an amount not to exceed $4,300,000 of municipal private activity bond volume cap to the Bonds. Section 15. That the Mayor of the Issuer is hereby authorized to execute, and the Clerk of the Issuer is hereby authorized to attest a Memorandum of Agreement with the Borrower in substantially the form of such agreement appended to this Ordinance as Exhibit A. The Issuer hereby declares its intent to assist the Borrower under Treasury Regulation Section 1.150-2 to reimburse any expenditures made on costs of the Project prior to the issuance of the Bonds with the proceeds of the Bonds. Section 16. That the provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions of this Ordinance. Section 17. That a full, true and complete copy of this Ordinance shall be printed or published promptly after passage in pamphlet form by authority of the City Council of the Issuer. Section 18. That all ordinances, resolutions, or parts thereof, in conflict herewith are hereby superseded to the extent of such conflict; and that this Ordinance shall be in full force and elibk 6 effect immediately and forthwith upon its passage, approval and publication in pamphlet form as lr••. aforesaid. r 7 Presented, passed, approved and recorded by the City Council of the City of Elgin, Illinois, this 15th day of December, 1999. Approved: freze-re -C-41 Mayor [SEAL] Attest: City Clerk Ayes: 7 Nays: 0 Absent or Not Voting: 0 8