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S12-06 ORDINANCE NUMBER S 12-06 AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF rk ADJUSTABLE RATE DEMAND REVENUE BONDS, JUDSON COLLEGE, SERIES 2006, OF THE CITY OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $9,500,000, AND CONFIRMING THE SALE THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, A TRUST INDENTURE, A BOND PURCHASE AGREEMENT, A SUPPLEMENTAL INDENTURE OF TRUST AND RELATED DOCUMENTS; AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT; APPROVING THE DELIVERY OF A LETTER OF CREDIT, A REIMBURSEMENT AGREEMENT AND A REMARKETING AGREEMENT; AND AUTHORIZING CERTAIN RELATED MATTERS. Adopted by the City Council on the 10th day of May, 2006. r rilk TABLE OF CONTENTS SECTION HEADING PAGE PREAMBLES 1 SECTION 1. INCORPORATION OF PREAMBLES 3 SECTION 2. PUBLIC APPROVAL 3 SECTION 3. LOAN AGREEMENT 3 SECTION 4. INDENTURE 4 SECTION 5. TRUSTEE 4 SECTION 6. PURCHASE CONTRACT 4 SECTION 7. FORM OF BONDS 5 rSECTION 8. SALE OF BONDS 5 SECTION 9. SUPPLEMENTAL INDENTURE 5 SECTION 10. OFFICIAL STATEMENT 6 SECTION 11. LETTER OF CREDIT 6 SECTION 12. REIMBURSEMENT AGREEMENT 6 SECTION 13. REMARKETING AGREEMENT 6 SECTION 14. AUTHORIZATION OF ALL NECESSARY DOCUMENTS 6 SECTION 15. RATIFICATION OF PRIOR ACTIONS 7 SECTION 16. PUBLICATION OF ORDINANCE 7 SECTION 17. SEVERABILITY 7 -1- ORDINANCE NUMBER S -06 AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF ADJUSTABLE RATE DEMAND REVENUE BONDS, JUDSON COLLEGE, SERIES 2006, OF THE CITY OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $9,500,000, AND CONFIRMING THE SALE THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, A TRUST INDENTURE, A BOND PURCHASE AGREEMENT, A SUPPLEMENTAL INDENTURE OF TRUST AND RELATED DOCUMENTS; AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT; APPROVING THE DELIVERY OF A LETTER OF CREDIT, A REIMBURSEMENT AGREEMENT AND A REMARKETING AGREEMENT; AND AUTHORIZING CERTAIN RELATED MATTERS. WHEREAS, the City of Elgin, Kane and Cook Counties, 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, Judson College, A Baptist Institution, an Illinois not for profit corporation (the "College"), has requested the Issuer to issue its revenue bonds and lend the proceeds thereof to the College to be used by the College, together with other available funds, to (a) refund the outstanding City of Elgin, Illinois Adjustable Rate Demand Revenue Bonds, Series 1996 (Judson College Project), issued in the original aggregate principal amount of$4,000,000, the proceeds of which were used by the College to, among other things, finance the construction and equipping of its Linder Center which houses classrooms, offices, laboratories and student residences (the "Series 1996 Bonds"), (b) finance or reimburse the College for the costs of the acquisition, construction and equipping of certain of its educational facilities, including the construction and equipping of a new academic and library center (the "Project"), (c) pay a portion of the interest on the Bonds and (d) pay the costs of issuing the Bonds, including costs associated with the hereinafter defined Letter of Credit (collectively, the "Financing Purposes"); and WHEREAS, pursuant to the Constitution and the laws of the State of Illinois (together, the "Act"), the Issuer is authorized and empowered to issue its revenue bonds and to lend the proceeds thereof to the College in order to accomplish the Financing Purposes; and WHEREAS, pursuant to and in accordance with the Act, the Issuer is now prepared to issue and sell its City of Elgin, Kane and Cook Counties, Illinois, Adjustable Rate Demand Revenue Bonds, Judson College, Series 2006, in an aggregate principal amount not to exceed $9,500,000 (the "Bonds"), such Bonds to be secured by the Indenture (as hereinafter defined) and, except to the extent payable from Bond proceeds or income from the temporary investment thereof, to 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 May 1, 2006 (the "Loan Agreement"), between the Issuer and the College; 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 dated as of May 1, 2006 (the "Indenture"), between the Issuer and J.P. Morgan Trust Company, National Association, as Trustee (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 with respect to the Bonds (the `Purchase Contract"), among the Issuer, the College and J.P. Morgan Securities Inc. (the "Underwriter"); and WHEREAS, it is now necessary, desirable and in the best interests of the Issuer to authorize the execution and delivery of a First Supplemental Indenture of Trust dated as of May 1, 2006 (the "Supplemental Indenture"), supplementing the Indenture of Trust dated as of July 1, 1996, each between the Issuer and J.P. Morgan Trust Company, National Association, as successor trustee (the "Series 1996 Trustee"), and providing for the refunding of the Series 1996 Bonds; and WHEREAS, it is now necessary, desirable and in the best interests of the Issuer to approve the preparation and distribution of an official statement (the "Official Statement") in connection with the issuance of the Bonds; and WHEREAS, the payment of the principal of, interest on and purchase price for the Bonds will be secured by a direct pay letter of credit (the "Letter of Credit") issued by JPMorgan Chase Bank, National Association, as initial credit provider (the `Initial Credit Provider"), pursuant to the terms of a Reimbursement Agreement dated as of May 1, 2006 (the "Reimbursement Agreement") between the College and the Initial Credit Provider; and WHEREAS, in accordance with the terms of the Indenture, the Bonds will be remarketed from time to time by J.P. Morgan Securities Inc., as remarketing agent (the "Remarketing Agent"), pursuant to the terms of the Remarketing Agreement dated as of May 1, 2006 (the "Remarketing Agreement") between the College and the Remarketing Agent; and WHEREAS, the Issuer has caused to be prepared for and presented before the City Council of the Issuer (the "City Council") forms of the following documents which the Issuer proposes to approve the terms or distribution of or enter into: -2- 1. the Loan Agreement; 2. the Indenture; 3. the Purchase Contract; 4. the Bonds; 5. the Supplemental Indenture; 6. the Official Statement; 7. the Letter of Credit; 8. the Reimbursement Agreement; and 9. the Remarketing Agreement; and WHEREAS, the City Council hereby finds and determines that the issuance 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 City Clerk of the Issuer (the "City Clerk") has caused a notice of public hearing with respect to the plan of finance of the costs of the Project and to accomplish the other Financing Purposes through the issuance of the Bonds to be published in the Courier News, a newspaper of general circulation within the Issuer, pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code"), on April 26, 2006, and the City Council has conducted said public hearing at this meeting; 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 1. Incorporation of Preambles. That the City Council 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. Public Approval. That the City Council does hereby authorize and approve the financing of the costs of the acquisition, construction and equipping of the Project and the accomplishing of the other Financing Purposes through the issuance of the Bonds in accordance with the terms of the Loan Agreement and the Indenture, and does hereby determine that the same is in furtherance of the public purposes set forth in the Act; and that the City Council hereby approves the plan of finance of the costs of the Project and the other Financing Purposes through the issuance of the Bonds, as described in the aforesaid notice of public hearing which is hereby incorporated by reference, which approval shall be considered the public approval required by Section 147(f) of the Code. Section 3. Loan Agreement. That the Issuer is hereby authorized to enter into the Loan Agreement with the College in substantially the same form now before the City Council; 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 (the "Mayor") be, and hereby is, authorized, empowered and directed to execute, and the City Clerk 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 College, such Loan Agreement (as executed) to provide for the loan of the proceeds of the Bonds to the College and the use of such proceeds for the Financing Purposes, in the manner and with the effect therein provided, such Loan Agreement to be in substantially the same form now before the City Council or with such changes and revisions therein as the official executing the -3- 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; that from and after the execution and delivery of the Loan Agreement, the officials, officers, employees and agents 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 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. Section 4. Indenture. That the Issuer is hereby authorized to enter into the Indenture with the Trustee in substantially the same form now before the City Council; that the form, terms and provisions of the Indenture be, and they hereby are, in all respects approved; that the Mayor be, and hereby is, authorized, empowered and directed to execute, and the City Clerk 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 College delivered thereunder (the "Note") and an assignment and pledge of the other right, 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 rights as specified in the Indenture), such Indenture to be in substantially the form now before the City Council or with such changes and revisions therein as the official 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; that from and after the execution and delivery of the Indenture, the officials, officers, employees and agents 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. Section 5. Trustee. That the designation of J.P. Morgan Trust Company, National Association to serve as Trustee, Paying Agent and Registrar with respect to the Bonds is hereby approved. Section 6. Purchase Contract. That the Issuer is hereby authorized to enter into the Purchase Contract with the College and the Underwriter in substantially the same form now before the City Council; that the form, terms and provisions of the Purchase Contract be, and they hereby are, in all respects approved; that the Mayor be, and hereby is, authorized, empowered and directed to execute the Purchase Contract in the name, for and on behalf of the Issuer, and thereupon to cause the Purchase Contract to be delivered to the College and the Underwriter, such Purchase Contract to provide for the issuance of the Bonds in an aggregate principal amount not to exceed $9,500,000, such Purchase Contract to be in substantially the same form now before the City Council or with such changes or revisions therein as the official executing the Purchase Contract on behalf of the Issuer shall approve, his execution thereof to constitute conclusive evidence of such approval of any and all changes and revisions therein from the form of Purchase Contract now before the City Council; that from and after the execution and -4- delivery of the Purchase Contract, the officials, officers, employees and agents 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 Purchase Contract as executed; and that the Purchase Contract shall constitute, and hereby is made, a part of this Ordinance, and a copy of the Purchase Contract shall be placed in the official records of the Issuer, and shall be available for public inspection at the office of the City Clerk. Section 7. Form of Bonds. That the form of the Bonds now before the City Council, 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 Bonds shall bear interest at initial rates not to exceed 6% per annum, subject to adjustment thereafter in accordance with the Indenture, and shall be payable over a term not to exceed 35 years from date of issuance; that the Mayor or the City Clerk 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 an aggregate principal amount not to exceed $9,500,000, they shall represent the approved form of Bonds of the Issuer. Section 8. Sale of Bonds. That the sale of the Bonds in an aggregate principal amount not to exceed $9,500,000 at a purchase price of not less than 98% of the principal amount thereof (without regard to original issue discount or premium) and accrued interest, if any, to the date of delivery, is hereby approved and confirmed, it being hereby found and determined that the Purchase Contract is in the best interests of the Issuer; and that no member of the City Council or any official or 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, the Purchase Contract or any other document or instrument executed by the Issuer in accordance with the foregoing. Section 9. Supplemental Indenture. That the Issuer is hereby authorized to enter into the Supplemental Indenture with the Series 1996 Trustee in substantially the same form now before the City Council; that the form, terms and provisions of the Supplemental Indenture be, and they hereby are, in all respects approved; that the Mayor be, and hereby is, authorized, empowered and directed to execute, and the City Clerk be, and hereby is, authorized, empowered and directed to attest and to affix the official seal of the Issuer to, the Supplemental Indenture in the name, for and on behalf of the Issuer, and thereupon to cause the Supplemental Indenture to be delivered to the Series 1996 Trustee, such Supplemental Indenture (as executed) to provide for the refunding of the Series 1996 Bonds, such Supplemental Indenture to be in substantially the same form now before the City Council or with such changes and revisions therein as the official executing the Supplemental 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 the Supplemental Indenture now before the City Council; that from and after the execution and delivery of the Supplemental Indenture, the officials, officers, employees and agents 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 Supplemental Indenture as executed; and that the Supplemental Indenture shall constitute, and hereby is made, a part of this Ordinance, and a copy of the Supplemental -5- 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. Section 10. Official Statement. That the preparation and distribution of the Official Statement by the Underwriter is hereby approved in substantially the same form now before the City Council or with such changes or revisions therein as the Mayor shall approve by written certificate, his execution of the Indenture to constitute conclusive evidence of such approval of any and all changes and revisions therein from the form of the Official Statement before the City Council. Section 11. Letter of Credit. That the delivery by the Initial Credit Provider of the Letter of Credit to secure the payment of principal of, interest on and purchase price for the Bonds is hereby approved in substantially the same form now before the City Council or with such changes or revisions therein as the Mayor shall approve by written certificate, his execution of the Indenture to constitute conclusive evidence of such approval of any and all changes and revisions therein from the form of the Letter of Credit before the City Council. Section 12. Reimbursement Agreement. That the execution and delivery by the College and the Initial Credit Provider of the Reimbursement Agreement pursuant to which the College is required to reimburse the Initial Credit Provider for amounts paid by it under the Letter of Credit is hereby approved in substantially the same form now before the City Council or with such changes or revisions therein as the Mayor shall approve by written certificate, his execution of the Indenture to constitute conclusive evidence of such approval of any and all changes and revisions therein from the form of the Reimbursement Agreement before the City Council. Section 13. Remarketing Agreement. That the execution and delivery by the College and the Remarketing Agent of the Remarketing Agreement providing for (a) the appointment of J.P. Morgan Securities Inc. as remarketing agent for the Bonds and (b) the remarketing of the Bonds under certain circumstances is hereby approved in substantially the same form now before the City Council or with such changes or revisions therein as the Mayor shall approve by written certificate, his execution of the Indenture to constitute conclusive evidence of such approval of any and all changes and revisions therein from the form of the Reimbursement Agreement before the City Council. Section 14. Authorization of All Necessary Documents. That the Mayor, the City Clerk, the City Treasurer, the City Manager and any other official, officer, employee or agent 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 Purchase Contract, the Supplemental Indenture and such other instruments (including a tax exemption certificate and agreement and 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 to this Ordinance. Section 15. Ratification of Prior Actions. That all acts of the City Council and the officials, officers 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. -6- Section 16. Publication of Ordinance. That a full, true and complete copy of this Ordinance shall be published within ten days after passage in pamphlet form by authority of the City Council. Section 17. Severability. That the provisions of this Ordinance are hereby declared to be separable, and if any section, paragraph, clause 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. r r -7- Section 18. Superseder and Effective Date. 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 effect immediately and forthwith upon its passage, approval and publication in pamphlet form as aforesaid. AYES: COUNCILMEMBERS FIGUEROA, GILLIAM,KAPTAIN,RODGERS, SANDOR, WALTERS AND MAYOR SCHOCK NAYS: NONE. ABSENT OR NOT VOTING: NONE ADOPTED: May 10, 2006. APPROVED: May 10, 2006. Mayor, City of Elgin, Kane and Cook Counties, Illinois [SEAL] Attest: 2+6,y,„, vrr•- City Clerk, City of 1gin, Kane and Cook Counties, Illinois Recorded in the records of the City on May 10, 2006. Published in pamphlet form by authority of the City Council on May 10, 2006. r -8- EXTRACT OF MINUTES of a regular public meeting of the City Council of the City of Elgin, Kane and Cook Counties, Illinois, held at the City Hall located at 150 Dexter Court, in said City, at 7:00 o'clock, P.M., on the 10th day of May, 2006. The Mayor called the meeting to order, and directed the City Clerk to call the roll. Upon the roll being called, the following Council Members answered present at said location: Councilmembers Figueroa, Gilliam, Kaptain, Rodgers, Sandor, Walters Mayor Schock The following were absent: None * * * (Other Business) The Mayor announced that the City of Elgin, Kane and Cook Counties, Illinois (the "City"), had undertaken discussions with Judson College, A Baptist Institution, an Illinois not for profit corporation (the "College"), regarding the issuance of the Adjustable Rate Demand eft Revenue Bonds, Judson College, Series 2006 of the City (the "Bonds"), the proceeds of which would be lent to the College and used, together with other available funds, to (a) refund the outstanding City of Elgin, Illinois Adjustable Rate Demand Revenue Bonds, Series 1996 (Judson College Project), issued in the original aggregate principal amount of$4,000,000, the proceeds of which were used by the College to, among other things, finance the construction and equipping of its Linder Center which houses classrooms, offices, laboratories and student residences, (b) finance or reimburse the College for the costs of the acquisition, construction and equipping of certain of its educational facilities, including the construction and equipping of a new academic and library center, (c) pay a portion of the interest on the Bonds and (d) pay the costs of issuing the Bonds, including any credit enhancement, and that the City Council would consider the adoption of an ordinance providing for the issuance of the Bonds and the authorization of certain documents in connection with the loan of the proceeds thereof to the College. Whereupon the City Clerk presented, the Fiscal Services Director explained, and there was read into the record in full the following ordinance: 0-2-0-Bond Ordinance-Judson College-S 1 2-06.doc 1116797 eft AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF ADJUSTABLE RATE DEMAND REVENUE BONDS, JUDSON COLLEGE, SERIES 2006, OF THE CITY OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $9,500,000, AND CONFIRMING THE SALE THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, A TRUST INDENTURE, A BOND PURCHASE AGREEMENT, A SUPPLEMENTAL INDENTURE OF TRUST AND RELATED DOCUMENTS; AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT; APPROVING THE DELIVERY OF A LETTER OF CREDIT, A REIMBURSEMENT AGREEMENT AND A REMARKETING AGREEMENT; AND AUTHORIZING CERTAIN RELATED MATTERS. (the "Bond Ordinance"). Council Member Walters moved and Council Member Rodgers seconded the motion that the Bond Ordinance as presented be adopted. A City Council discussion of the matter followed. During the City Council discussion, [ the Fiscal Services Director gave a public recital of the nature of the matter, which included a reading of the title of the ordinance and statements (1) that the ordinance provided for the issuance of the Bonds for the purpose of(a) providing a portion of the funds for the refunding of certain revenue bonds previously issued by the City for the benefit of the College, (b) financing and reimbursing the College for the costs of the acquisition, construction and equipping of certain of its educational facilities, including the construction and equipping of a new academic and library center, (c) paying a portion of the interest on the Bonds and (d) paying the costs of issuing the Bonds, including any credit enhancement, (2) that the Bonds are issuable without referendum pursuant to the home rule powers of the City, (3) that the Bonds are special, limited obligations of the City payable only from the sources set forth in the Trust Indenture, including payments to be made from draws under a letter of credit and payments to made by the College, and (4) that the ordinance provides for the authorization of the execution and delivery of, and the r -2- approval of the execution and delivery of various financing documents which contain the details for the Bonds and provision for the form of the Bonds. The Mayor directed that the roll be called for a vote upon the motion to adopt the Bond Ordinance. Upon the roll being called, the following Council Members voted AYE: Figueroa, Gilliam, Kaptain, Rodgers, Sandor, Walters, and Mayor Schock. and the following Council Members voted NAY: None • WHEREUPON, the Mayor declared the motion carried and the Bond Ordinance adopted, and henceforth did approve and sign the same in open meeting, and did direct the City Clerk to record the same in full in the records of the City Council of the City of Elgin, Kane and Cook Counties, Illinois. Other business was duly transacted at said meeting. tak Upon motion duly made and carried, the meeting adjourned. City Clerk r -3- STATE OF ILLINOIS ) ) SS COUNTY OF KANE ) CERTIFICATION OF MINUTES AND ORDINANCE I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of the City of Elgin, Kane and Cook Counties, Illinois (the "Issuer"), and as such official I am the keeper of the official journal of proceedings, books, records, minutes and files of the Issuer and of the City Council thereof. I do further certify that the foregoing is a full, true and complete transcript of that portion of the minutes of the meeting of said City Council held on the 10th day of May, 2006, insofar as the same relates to the adoption of Ordinance Number S 12-06 entitled: AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF ADJUSTABLE RATE DEMAND REVENUE BONDS, JUDSON COLLEGE, SERIES 2006, OF THE CITY OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $9,500,000, AND CONFIRMING THE SALE THEREOF; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT, A TRUST INDENTURE, A BOND PURCHASE AGREEMENT, A SUPPLEMENTAL INDENTURE OF TRUST AND RELATED DOCUMENTS; AUTHORIZING THE DISTRIBUTION OF AN OFFICIAL STATEMENT; APPROVING THE DELIVERY OF A LETTER OF CREDIT, A REIMBURSEMENT AGREEMENT AND A REMARKETING AGREEMENT; AND AUTHORIZING CERTAIN RELATED MATTERS. a true, correct and complete copy of which said ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the City Council on the adoption of said ordinance were taken openly; that the vote on the adoption of said ordinance was taken openly; that said meeting was held at a specified time and place convenient to the public; that notice of said meeting was duly given to all newspapers, radio or television stations and other news media requesting such notice; that an agenda for said meeting was posted at the location where said meeting was held and at the principal office of the City Council at least 48 hours in advance of the holding of said meeting; that said agenda contained a separate specific item concerning the proposed adoption of said ordinance; a true, correct and complete copy of said agenda as so posted being attached to this certificate as Exhibit A; that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and the Illinois Municipal Code, as amended, and that the City Council has complied with all of the provisions of said Act and said Code and with all of the procedural rules of the City Council in the adoption of said ordinance. r�► IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the City, this 10th day of May, 2006. City Clerk (SEAL) [Attach Exhibit A] rift -2- • STATE OF ILLINOIS ) ) SS COUNTY OF KANE ) CERTIFICATE OF PUBLICATION IN PAMPHLET FORM I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of the City of Elgin, Kane and Cook Counties, Illinois (the "City"), and as such official I am the keeper of the official journal of proceedings, books, records, minutes, and files of the City and of the City Council (the "City Council") thereof. I do further certify that on the 10th day of May, 2006, there was published in pamphlet form, by authority of the City Council, a true, correct and complete copy of Ordinance Number S -06 of the City providing for the issuance of not to exceed $9,500,000 City of Elgin, Kane and Cook Counties, Illinois Adjustable Rate Demand Revenue Bonds, Judson College, Series 2006, and that said ordinance, as so published, was on said date readily available for public elk inspection and distribution, in sufficient number to meet the needs of the general public, at my office as City Clerk located in the City. IN WITNESS WHEREOF I have affixed hereto my official signature and the seal of the City this 10th day of May, 2006. City Clerk [SEAL] r