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S8-13 Ordinance No. S8-13 AN ORDINANCE of the City of Elgin, Kane and Cook Counties, Illinois, Providing For the Issuance of a Not To Exceed $13, 00,000 Junior Lien Limited Revenue Note (Bluff City Quarry Project), and a Not To Exceed $8,100,000 Subordinate Lien Limited Revenue Note (Bluff City Quarry Project); and Pledging Certain Incremental Property Tax Revenues to the Payment Thereof WHEREAS, by proceedings spread in full upon the records of the City of Elgin, Kane and Cook Counties, Illinois (the "City"), pursuant to the provisions of the Illinois Municipal Code, as amended, including therein specifically the Tax Increment Allocation Redevelopment Act, as supplemented and amended (the "TIF Act"), and particularly as supplemented by the Local Government Debt Reform Act, as amended, and the other Omnibus Bond Acts, as amended, and as further supplemented and, where necessary, superseded, by Section 6 of Article VII of the 1970 Constitution of the State of Illinois (collectively, the "Act"), the City Council of the City (the "Corporate Authorities") has heretofore proceeded, and does hereby determine, as follows: A. On September 10, 2008, the Corporate Authorities adopted Resolution 08- 216 authorizing the undertaking of a feasibility study on the designation of a proposed redevelopment project area within the City to be generally bounded by the frontage properties north of Bluff City Boulevard on the north (extending west to St. Charles Street), Gifford Road on the west, Spaulding Road on the south and the EJ & E railroad right-of-way and the Copart facility to the east (the '`Proposed Bluff City/Quarry Redevelopment Area") and located in The Counties of Kane and of Cook, Illinois. B. On May 11, 2012, the Corporate Authorities adopted Ordinance Number S4-11, approving a redevelopment plan (the "Bluff City Quarry Redevelopment Plan") and redevelopment project (the "Bluff City Quarry Redevelopment Project") under the TIF Act with respect to the Proposed Bluff City/Quarry Redevelopment Area, as described in Exhibit A to said ordinance and attached hereto as Exhibit A. to be known as the Bluff City Quarry TIF Redevelopment Project Area (the "Redevelopment Project Area"). 0-03-0-Bluff City Quarry Proj-Jr Lien Note-S8-13-WAC 2188126E12inpmc/1 1/12/13 C. On May 11, 2012, the Corporate Authorities adopted Ordinance Number S5-1 1, designating the Redevelopment Project Area a redevelopment project area under the TIF Act. D. On May 11, 2012, the Corporate Authorities adopted Ordinance Number S6-11, adopting the tax increment financing provisions of the TIF Act and creating the "Bluff City Quarry TIF Redevelopment Project Area Special Tax Allocation Fund" (the "Special Tax Allocation Fund") in connection therewith. E. On June 13, 2012, pursuant to the home rule powers of the City and as authorized by the TIF Act, the Corporate Authorities adopted Ordinance Number G35- 12, authorizing the execution of that certain Redevelopment and Financing Agreement among the City, Gifford 300, LLC, an Illinois limited liability company (defined therein as the "Owner"), and Bluff City Materials, Inc., an Illinois corporation (the "Developer") (the "Redevelop»ent Agreement"). F. Pursuant to the Redevelopment Agreement the Developer has agreed to undertake a portion of the Bluff City Redevelopment Project, including, but not limited to, site preparation and remediation on a portion (said portion being the "Subject Property" as defined in the Redevelopment Agreement and as legally described in Exhibit B-2 attached to the Redevelopment Agreement) of the real property located within the Redevelopment Project Area and the construction and installation on the Subject Property of extensions and improvements to the capital infrastructure systems of the City (as defined in the Redevelopment Agreement, the "Hor•i=ontol Redevelopment"), all as provided for and specified in the Redevelopment Agreement. G. As provided in the Redevelopment Agreement, the Corporate Authorities have heretofore and it hereby is determined that it is advisable, necessary and in the best interests of the City, its residents and the taxing districts affected by the Bluff City Redevelopment Plan and the Bluff City Redevelopment Project that those certain costs of the Horizontal Redevelopment which are eligible for payment or reimbursement by the City as approved in the Bluff City Redevelopment Plan for the Bluff City Redevelopment Project and as authorized by the TIF Act (being those costs, collectively, which are defined in the Redevelopment Agreement as the "Gifford 300 TIF-Eligible Costs") together with all appurtenances, professional, financial, engineering, legal, financial, banking, advisory and other related costs (said portion of the redevelopment project costs contemplated for the Bluff City Redevelopment Project being, collectively, the "2012 Public Redevelopment Projects"), now be paid or incurred. H. Pursuant to the Redevelopment Agreement the City has heretofore and it is hereby expressly agreed that all of the costs for which the City shall pay or reirnburse Developer shall constitute eligible "redevelopment project costs" under the TIF Act and have heretofore been approved by the Corporate Authorities in the Bluff City Redevelopment Plan. -2- I. All of the costs of the 2012 Public Redevelopment Projects constitute eligible "redevelopment project costs" under the TIF Act and have been heretofore approved in the Bluff City Redevelopment Plan. J. There are insufficient funds of the City on hand and lawfully available to pay or reimburse the costs of the 2012 Public Redevelopment Projects, and it is necessary and desirable that the City issue its junior lien tax increment allocation revenue note (the hereinafter defined "2012A Note") and place in irrevocable escrow its subordinate lien tax increment allocation revenue note (the hereinafter defined "Subordinate Note") as authorized by the Act to provide for the payment or the reimbursement of the costs of the 2012 Public Redevelopment Projects. K. The Redevelopment Agreement sets forth certain provisions and agreements relating to the terms of such Notes, which provisions and agreements are hereby incorporated herein by this reference. Now; THEREFORE; Be It and It Hereby is 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. Definitions. A. The following words and terms used in this Ordinance are defined in the preambles hereto: Act Bluff City Quarry Redevelopment Plan Bluff City Quarry Redevelopment Project City Corporate Authorities Developer Gifford 300 TIF-Eligible Costs Horizontal Redevelopment Owner Proposed Bluff City Quarry Redevelopment Area 2012 Public Redevelopment Projects Redevelopment Agreement Redevelopment Project Area Special Tax Allocation Fund TIF Act B. The following words and terms used in this Ordinance shall have the following meanings unless the context or use indicates another or different meaning: "Accounting" means the annual accounting required under Section 7.13. of this Ordinance. "Authorized Rate" means the rate of interest borne by a Note. "Bond Counsel" means Chapman and Cutler LLP or, in the event Chapman and Cutler LLP is unwilling or unable to render an opinion or take an action required hereunder, shall mean another firm of attorneys chosen by the City and nationally recognized as having expertise in Tax-exempt financing. "Bond Ordinance" means any ordinance hereafter adopted by the Corporate Authorities and authorizing the issuance of Senior Lien Bonds or Junior Lien Bonds. Any Bond Ordinance may further authorize the execution of a relevant Indenture. "Business Day" means any day other than a Saturday, Sunday or day on which banks in the City of Chicago, Illinois, are required or authorized to close. "Code" means the Internal Revenue Code of 1986, as amended. "Corporate Authorities" means the City Council of the City. "Counties" means The Counties of Kane and of Cook. Illinois. "County Clerks" means the respective County Clerks of The County of Kane, Illinois; and of The County of Cook; Illinois. "Current Interest" means interest when due. "Deferred Accrued Interest" means accrued interest recorded by the Note Registrar as deferred and unpaid. "Designated Officer" means the Mayor; Treasurer, Administrator or Clerk of the City; or any two of them acting together; and successors or assigns. "Escroivee" means, for the Subordinate Note, the City Treasurer and successors or assigns. -4- "Final Maturity" is defined in Section ') of this Ordinance. The Pay-As-You-Go Requirement shall remain in place after the Final Maturity, all as provided in the Redevelopment Agreement. "Final Report" means the final report provided by an underwriter or an Independent consultant having a national reputation for expertise in redevelopment financing and chosen by the City to the effect that the Pledged Moneys are reasonably estimated to be sufficient to pay all principal of and interest; whether at Stated Maturity, by mandatory redemption or otherwise; on (i) the outstanding 2012A Note, if any, and (ii) the Subordinate Note in the principal amount of not to exceed $8,100,000 or such smaller amount as may be determined in accordance with (Section 5C of) the Redevelopment Agreement. "Government Securities" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of the United States of America and all securities or obligations, the prompt payment of principal and interest of which is guaranteed by a pledge of the full faith and credit of the United States of America. "Incremental Property Taxes" means the ad valorem taxes, if any, arising from the tax levies upon taxable real property in the Redevelopment Project Area by any and all taxing districts or municipal corporations having the power to tax real property in the Redevelopment Project Area, which taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the Redevelopment Project Area over and above the Total Initial Equalized Assessed Value of each such piece of property, all as determined by the County Clerks, in accord with Section 11-74.4-9 of the TIF Act. "Indenture" means any indenture of trust or other trust agreement hereinafter executed by the City and an institution having trust capacity and relating to the use of the Special Tax Allocation Fund and/or the issuance of obligations secured by the Incremental Property Taxes or any portion of the Incremental Property Taxes. "Independent" when used with respect to any specified person means such person who is in fact independent and is not connected with the City as an officer, employee, underwriter, or person performing a similar function. Whenever it is herein provided that the opinion or report of any Independent person shall be furnished, such person shall be appointed by the City, and such opinion or report shall state that the signer has read this definition and that the signer is Independent within the meaning hereof. "Interest Payment Date" means a Stated Maturity of interest on a Note. "Interest Requirement" means for any Note Year the aggregate amount of first, Deferred Accrued Interest then due, and next, the Current Interest on the Note having a Stated Maturity during such Note Year. "Junior Lien Bond and Interest Subaccount" means the fund provided for in Section 7.13. of this Ordinance and any fund so referred to in a Bond Ordinance or any Indenture authorizing the issuance of a Series of Senior Lien Bonds. -5- "'Junior Lien Bonds" means any Series of Bonds defined as "Junior Lien Bonds" in any Bond Ordinance or Indenture. "Junior Lien Debt Service Reserve Subaccount" means the fund provided for in Section 7.13. of this Ordinance and any fund so referred to in a Bond Ordinance or Indenture authorizing the issuance of a Series of Junior Lien Bonds. "Junior Lien Debt Service Reserve Requirement" means an amount equal to the aggregate of each Debt Service Reserve Requirement as defined in any Bond Ordinance or Indenture authorizing the issuance of a Series of Junior Lien Bonds. "Limited Incremental Property Taxes" means eighty percent (80.00%) of each distribution of Incremental Property Taxes collected with respect to the Subject Property. "Municipal Portion" means that portion of the Incremental Property Taxes not pledged under this Ordinance to the payment of principal of and applicable premium and interest on the Note; to-tivit: twenty percent (20.0%) of each distribution of Incremental Property Taxes collected with respect to the Subject Property. "2012A Note" means the not to exceed $13,500,000 Junior Lien Limited Revenue Note (Bluff City Quarry Project); Series 2012A, authorized under this Ordinance. "Notes" means; collectively. the 2012A Note and the Subordinate Note. "Noteholder" means a registered owner of a Note. "Note Funds" means, collectively, the Series 2012A Junior Note Fund and the Gifford 300 Subordinate Note Fund created hereunder in the General Subaccount of the Sub-STAF Gifford 300 Account of the Special Tax Allocation Fund. "Note Register" means the books for the registration and transfer of the Notes. "Note Registrar" means the City Treasurer; as paying agent and note registrar hereunder, and successors and assigns. "Note Year" means that twelve-calendar month period beginning on January 1 of any calendar year and ending on December 31 of that calendar year. "Ordinance" means this ordinance as originally adopted and as the same may from time to time be amended or supplemented in accordance with the terms hereof. "Outstanding" or "outstanding" means a Note or a Parity Note while outstanding and unpaid: provided, hoivever. such term shall not include any portion of a Note or a Parity Note which (1) has matured and for which moneys are on deposit with the Paying Agent or an institution having trust capacity. or are otherwise properly available; sufficient to pay all principal and interest thereof. or (ii) the provision for payment of which has been made by the -6- City by the deposit in an irrevocable trust or escrow account of funds or Government Securities; the principal of and interest on which will be sufficient to pay at Stated Maturity or as called for redemption all of the principal of and interest and any applicable premium on such Note or Parity Note or a portion thereof. "Parity Notes" means any obligations issued by the City in the future on a parity with and sharing ratably and equally in the Pledged Moneys with a Note. "Pay-As-You-Go Requirement" means the obligation of the City under Section 7.F of the Redevelopment Agreement to use Limited Incremental Property Taxes; if any; received in the 24th calendar year following the date of designation of the Redevelopment Project Area to pay any then unpaid amount of principal of or interest on a Note to and including December 31. 2035. "Paying Agent" means the City Treasurer, as paying agent and note registrar hereunder. or successors and assigns. "Pledged Moneys" means the Limited Incremental Property Taxes, but only on the lien bases as provided in this Ordinance. "Principal Payment Date" means a Stated Maturity of principal on a Note. "Principal Requirement" means for any Note for any Note Year the aggregate principal amount of such Note having a Stated Maturity during such Note Year. "Private Business Use" means any use of the 2012 Public Redevelopment Projects by any person other than a state or local govermnental unit, including as a result of(a) ownership, (b) actual or beneficial use pursuant to a lease or a management; service, incentive payment, research or output contract, or (c) any similar arrangement, agreement or understanding, whether written or oral, except for use of the 2012 Public Redevelopment Projects on the same basis as the general public. "Private Business Use" includes any formal or informal arrangement with any person other than a state or local governmental unit that conveys special legal entitlements to any portion of the 2012 Public Redevelopment Projects that is available for use by the general public or that conveys to any person other than a state or local governmental unit any special economic benefit with respect to any portion of the 2012 Redevelopment Projects that is not available for use by the general public. "Project" means the 2012 Public Redevelopment Projects. "Qualijied Investments" means any investment permitted for the City under Illinois law. "Record Date" means, for any Interest Payment Date, the 15th day (whether or not a Business Day) of the calendar month next preceding such Interest Payment Date, or for any redemption on other than an Interest Payment Date, the 15th day (whether or not a Business Day) next preceding the date of redemption. -7- "Senior Lien Bond and Interest Subaccouni" means the fund provided for in Section 7.13. of this Ordinance and any fund so referred to in a Bond Ordinance or any Indenture authorizing the issuance of a Series of Senior Lien Bonds. "Senior Lien Bonds" mean any Series of Bonds defined as "Senior Lien Bonds" in any Bond Ordinance or Indenture. "Senior Lien Debt Service Reserve Subaccount" means the fund provided for in Section 7.13. of this Ordinance and any fund so referred to in a Bond Ordinance or Indenture authorizing the issuance of a Series of Senior Lien Bonds. "Senior Lien Debt Service Reserve Requirement" means an amount equal to the aggregate of each Debt Service Reserve Requirement as defined in any Bond Ordinance or Indenture authorizing the issuance of a Series of Senior Lien Bonds. "Stated Maturity" when used with respect to a Note or any interest thereon means the date specified in such Note as the fixed date on which the principal of such Note or such interest is due and payable; whether by maturity, mandatory redemption, or otherwise. The Final Maturity for any Note shall be the last Stated Maturity thereof. "Sub-STAF Gifford 300 Account" means the fund of that name created in Section 7.13. of this Ordinance. "Sub-STAF Municipal Account" means the Sub-STAF Municipal Account hereinafter created in the Special Tax Allocation Fund and held by the City Treasurer as hereinafter provided. "Subject Property" means that portion of the Redevelopment Project Area so defined in the Redevelopment Agreement, being the 177.466 acres (more or less) of real property owned by the Owner and legally described in Exhibit B attached to this Ordinance. "Subordinate JVote" means the not to exceed $8.100.000 Subordinate Lien Limited Revenue Note (Bluff City Quarry Project), Series 20_ authorized under this Ordinance and to be deposited with the Escrowee in an irrevocable escrow as hereinafter povided. "Taxable" means, with reference to a Note, the status of the interest thereon as not Tax- exempt. "Taxable Rate" means a fixed rate percent per annum which is equal to the rate for 10- year United States Treasury Bonds plus 300 basis points, determined as of the Dated Date of a Note, provided, however, that the Taxable Rate shall be not less than six percent (6.00%) or greater than nine percent (9.00%). "Tax-exempt" means, with respect to the Notes, the status of interest paid and received thereon as excludable from the gross income of the Noteholders under the Code for federal income tax purposes. -8- "Tax-exempt Rate" means a fixed rate percent per annum which is equal to the BAA 20- year GO Bond Index published by Reuter's Municipal Market Data, BAA Scale plus 150 basis points, determined as of the Dated Date of a Note, provided, however, that the Tax-exempt Rate shall be not less than six percent (6.00%) or greater than nine percent (9.00%). "Tax Year" means the year for which an ad valorem tax levy is made by any and all taxing districts or municipal corporations having the power to tax real property in the Redevelopment Project Area. The 2012 Tax Year shall be that year during which ad valorem taxes levied for the year 2012 (collectible in the year 2012) are extended and collected, and so on. "Total Initial Equalized Assessed Value" means the total initial equalized assessed value of the taxable real property within the Redevelopment Project Area determined by the County Clerks, in accordance with the provisions of Section 11-74.4-9 of the TIF Act. C. Unless the context otherwise requires or except as otherwise expressly provided: (a) all accounting terms not otherwise defined herein have the meanings assigned to them, and all computations herein provided for shall be made, in accordance with generally accepted accounting principles for municipal enterprise funds; (b) the terms defined in this Section or elsewhere in this Ordinance have the meanings assigned to them and include the plural as well as the singular (or vice-versa); (c) all references in this Ordinance to designated Sections and other subdivisions are to the designated Sections and other subdivisions of this Ordinance as originally adopted; (d) the words "herein," "hereof," and "hereunder" and other words of similar import refer to this ordinance as a whole and not to an particular Section or other subdivision: and (e) the table of contents preceding and headings in this Ordinance are for the convenience of the reader and are not a part of this Ordinance. Section 2. Findings. The Corporate Authorities hereby find that (i) the Bluff City Redevelopment Plan and the Bluff City Redevelopment Project have been approved, (ii) the Redevelopment Project Area has been designated; (iii) tax increment allocation financing has been adopted, (iv) the Special Tax Allocation Fund has been established, (v) the form, terms and provisions of Redevelopment Agreement have been approved, (vi) the Redevelopment Agreement has been executed by the City, and (vii) the Notes have been authorized, all in -9- accordance with the provisions of the TIF Act. The Corporate Authorities hereby further find that (viii) it is necessary and in the best interests of the City that the City cause the construction, acquisition and installation of the 2012 Public Redevelopment Projects, (ix) to enable the City to pay or reimburse the costs of the 2012 Public Redevelopment Projects, it is necessary and in the best interests of the City to issue and deliver the 2012A Note and to authorize and deposit into an irrevocable escrow the Subordinate Note. (x) the form, terms and provisions of the Redevelopment Agreement are hereby ratified and confirmed, and (xi) each of said actions as taken or contemplated by the City in connection therewith pertains to the government and affairs of the City. These findings are hereby determined to be conclusive. Section 3. Note Details. A. TERNgS PERTAINING SPECIFICALLY TO THE 2012A NOTE. There shall be borrowed for and on behalf of the City the sum of not to exceed $L3,500,000 for the purposes aforesaid: a drawdown note of the City (the "2012A !Vote") shall be issued in said amount and shall be designated "Junior Lien Limited Revenue Note (Bluff City Quarry Project), Series 2012A." The 2012A Note shall be deemed issued and be dated the first date on which the Outstanding Principal Amount equals not less than the sum of $50,000 (the "Dated Date"}. The "Outstanding Principal Amount" is that amount, not to exceed $13, 00,000, as provided herein, shown as advanced in even multiples of $1,000 from time to time and received by the City for value, as is noted on the 2012A Note in the form of Advances for Value thereon, less payments of principal thereon. The 2012A Note shall also bear the date of authentication, shall be in fully registered form, shall bear interest at a rate percent per annum which is equal to the Tax-exempt Rate (computed on the basis of a 360-day year of twelve 30- da), months), which interest shall be payable in annual installments on January 1 of each year (such dates being "Interest Payment Dates") until paid, commencing on the first January 1 which occurs following the Dated Date and on which there are any funds available in and on -10- deposit in the Series 2012A Junior Note Fund; and be a term note subject to mandatory redemption prior to maturity as hereinafter provided, with a final installment of principal and interest coming due at Final Maturity. "Final Maturity" means (A) the date on which the City has made provision for or payment in full of all principal of and interest on the 2012A Note or (B) the earlier to occur of (1) the date which is twenty (20) years after the Dated Date or (ii) May 11, 2034. B. TERN4s APPLICABLE TO THE SUBORDINATE NOTE IN ESCROw. There shall be borrowed for and on behalf of the City the sum of not to exceed $8,100,000 for the purposes aforesaid. As provided in the Redevelopment Agreement, simultaneously with the issuance of the 2012A Note, the City shall deliver the Subordinate Note to the Escrowee to be placed into irrevocable escrow (such Subordinate Note being the "Escroi>>ed Subordinate Note"). The City hereby expressly represents that its intent in authorizing the escrow of the Escrowed Subordinate Note is to assure compliance by the City with the terms of the Redevelopment Agreement pertaining to the issuance of the Subordinate Note. Upon the receipt of the Final Report and not sooner than the earlier of (1) the date which is seven years after the dated date of the Redevelopment Agreement, or (ii) the date on which an initial Series of Bonds is issued by the City pursuant to a Bond Ordinance, the Escrowee at the written direction of the City shall release the Escrowed Subordinate Note from escrow and the Subordinate Note shall be issued in the principal amount of not to exceed $8,100,000 or such smaller amount as may be determined in accordance with (Section 5C of) the Redevelopment Agreement. The Subordinate Note shall be designated "Subordinate Lien Limited Revenue Note, (Bluff City Quarry Project), Series 20_- (such Series designation to be as the City Treasurer shall then deem appropriate). The Subordinate Note shall be deemed issued and be dated the first date on which the Outstanding Principal Amount equals not less than the sum of $ 0,000 (the "Dated Date"). The -11- "Outstanding Principal Amount" is that amount, not to exceed $8;100,000, as provided above, shown as advanced in even multiples of $1,000 from time to time and received by the City for value, as is noted on the Subordinate Note in the form of Advances for Value thereon, less payments of principal thereon. The Subordinate Note shall also bear the date of authentication, shall be in fully registered form, shall bear interest at the Tax-exempt Rate (computed on the basis of a 360-day year Of twelve 30-day months), which interest shall be payable in annual installments on January 1 of each year (such dates being "Interest Payment Dates") until paid, commencing on the first January 1 which occurs following the Dated Date and on which there are any funds available in and on deposit in the Gifford 300 Subordinate Note Fund, and be a term note subject to mandatory redemption prior to maturity as hereinafter provided, with a final installment of principal and interest coming due at Final Maturity. "Final Maturity" means (A) the date on which the City has made provision for or payment in full of all principal of and interest on the Subordinate Note or (B) the earlier to occur of (i) the date which is twenty (20) years after the Dated Date or (ii) May 11, 20')4. C. TERMS GENERALLY APPLICABLE TO NOTES. Each Note shall bear interest from the later of its Dated Date or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal amount of such Note is paid or duly provided for. Interest when due ("Cut-rent Interest") shall be paid as hereinafter provided from the Series 2012A Junior Note Fund or the Gifford 300 Subordinate Note Fund of the General Subaccount of the Sub-STAF Gifford 300 Account of the Special Tax Allocation Fund, and if funds on deposit therein and to the credit thereof are insufficient for such purpose, such failure to pay shall not in and of itself constitute an event of default, but such interest shall thereupon be recorded by the Note Registrar as Deferred Accrued Interest ("Deferred Accrued Interest"). Deferred Accrued Interest shall itself not bear interest. The order of payment of interest on each -12- Note until Stated Maturity shall be first; Deferred Accrued Interest; second; Current Interest, and third, mandatory redemption of principal as hereinafter set forth. By acceptance of a Note, each Noteholder accepts that there may be Deferred Accrued Interest on such Note, that is, that Current Interest may not have been paid, without any special notation having been made upon the Note itself. Deferred Accrued Interest shall be payable, prior to Final Maturity, only upon Interest Payment Dates to the Noteholder otherwise entitled to Current Interest on the Interest Payment Date that such Deferred Accrued Interest is paid. Failure to pay when due any installment of Current Interest or any amount of Deferred Accrued Interest or Outstanding Principal Amount of a Note due to insufficiency of the Pledged Moneys, whether at Stated Maturity, Final Maturity or otherwise, shall in no event be deemed to be an event of default on such Note. It is hereby expressly provided that in the event that there is an insufficiency of Pledged Moneys to pay any amount of Deferred Accrued Interest, Current Interest or Outstanding Principal Amount at Final Maturity, any such amount of Deferred Accrued Interest, Current Interest or Outstanding Principal Amount shall be extinguished and shall not be deemed to be owing and unpaid, it being the express intent of the City that each Note and all obligations arising thereunder shall be fully released upon Final Maturity. It is hereby further expressly provided that the Pay-As-You-Go Requirement set forth in the Redevelopment Agreement shall survive the Final Maturity of a Note. Any payments made by the City pursuant to said Pay-As-You-Go Requirement shall not be deemed to be payments of principal of or interest on a Note but rather shall constitute satisfaction of the contractual requirements thereupon imposed upon the City. Interest on each Note shall be paid by check or draft of the City, payable upon presentation thereof in lawful money of the United States of America, to the persons in whose name the Note is registered at the close of business on the Record Date. Interest on each Note -13- may also be payable by wire transfer to any registered owner of such Note (as of the applicable Record Date) holding an aggregate principal amount of S 100.000 or more when such owner shall have registered such wire transfer payment by written instructions satisfactory to the Note Registrar at least 15 days prior to the applicable Record Date. The principal of each Note shall be payable in lawful money of the United States of America upon presentation thereof at the principal office maintained for the purpose by the Note Registrar, or at successor Note Registrar and locality. If an Interest Payment Date is not a Business Day at the place of payment, then payment may be made at that place on the next Business Day; and no interest shall accrue during the intervening period. Each Note shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the City and shall be signed by the manual or duly authorized facsimile signatures of the Mayor and City Clerk of the City; as they shall determine, and in case any officer whose signature shall appear on a Note shall cease to be such officer before the delivery thereof; such signature shall nevertheless be valid and sufficient for all purposes; the same as if such officer had remained in office until delivery. In the event that a Note shall be signed by the duly authorized facsimile signatures of the Mayor and City Clerk, such Note shall also have thereon a manually signed certificate of authentication substantially in the form hereinafter set forth in EXHIBIT C, duly executed by an authorized signatory of the Note Registrar as authenticating agent of the City (but it shall not be necessary that the same signatory sign the certificate of authentication of each Note that may be outstanding hereunder at any one time) and showing the date of authentication, and 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. Such certificate of authentication upon a Note shall be -14- conclusive evidence that such Note has been authenticated and delivered under this Ordinance. Upon authentication, the Note Registrar is hereby expressly authorized to deliver any Note issued under this Ordinance to or upon the order of the holder of such Note. Section 4. Mandatory Redemption; Prepayment. (a) Mandatory Redemption. Each Note shall be issued as a term note and shall be subject to mandatory redemption, by operation of the respective Note Fund; at a price of par plus accrued interest .without premium, on January 1 of the years and upon the terms as follows: Whenever as of any Accounting there is on deposit in the respective Note Fund an amount in excess of the amount required to pay the Interest Requirement (all Deferred Accrued Interest and all Current Interest) on the respective Note for the Note Year commencing the subsequent January 1, the Note Registrar shall make provision for the mandatory redemption of the respective Note to the fullest extent practicable from such excess, in amounts not less than $1,000 of Outstanding Principal Amount. The Notes shall be mandatorily redeemed in the amount of not less than $1,000 as aforesaid. The City covenants that it will cause the Note Registrar to redeem the Notes pursuant to the mandatory redemption required for the Notes. Proper provision for mandatory redemption having been made, the City covenants that the Outstanding Principal Amount hereof to be redeemed shall be payable as at Stated Maturity. (b) Optional Redemption. Each Note shall also be subject to redemption at the option of the City, in whole or in part, on any date, from any lawfully available monies, at a redemption price of par plus accrued interest to the redemption date. (c) Procedures for Redemption. For a mandatory redemption, the Note Registrar, unless otherwise notified by the City, shall proceed on behalf of the City as its agent to provide for the mandatory redemption of the Note without any further order or direction hereunder or -15- otherwise. For an optional redemption; the City shall, at least 45 days prior to any optional redemption date (unless a shorter time shall be satisfactory to the Noteholder), notify the Note Registrar of such redemption date and of the principal amount of the Note to be optionally redeemed. The Note Registrar shall promptly notify the City in .writing of any scheduled redemption and, in the case of any partial redemption, the principal amount thereof to be redeemed. Unless waived by the Noteholder, notice of any mandatory or optional redemption shall be given by the Note Registrar by mailing the redemption notice by registered or certified mail not less than 30 days and not more than 60 days prior to the date fixed for redemption to the Noteholder at the address shown on the Note Register. All official notices of redemption shall include at least the information as follows: (1) the redemption date: (2) the redemption price: (3) if less than all of a Note of a Series is to be redeemed, the principal amount of the Note to be redeemed: (4) a statement that on the redemption date the redemption price will become due and payable upon the Note or portion thereof called for redemption and that interest thereon shall cease to accrue from and after said date: and (5) the place where the Note is to be surrendered for payment of the redemption price, which place of payment shall be the principal office maintained for the purpose by the Note Registrar. Unless moneys sufficient to pay the redemption price of the Note or amount thereof to be redeemed shall have been received by the Note Registrar prior to the giving of such notice of redemption, such notice may; at the option of the City, state that said redemption shall be -16- conditional upon the receipt of such moneys by the Note Registrar on or prior to the date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect; the City shall not redeem such Note or amount thereof, and the Note Registrar shall give notice. in the same manner in which the notice of redemption was given, that such moneys were not so received and that the Note or such amount of the Note will not be redeemed. Subject to the conditions of the immediately preceding paragraph, each Note or portion of Note so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price) such Note or portion of such Note shall cease to bear interest. Neither the failure to mail such redemption notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such notice with respect to any other registered owners. Notice having been properly given; failure of a registered Noteholder to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or the redemption action described in the notice. Such notice may be waived in writing by a registered owner of a Note; either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice shall be filed with the Note Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Upon surrender of a Note for redemption in accordance with said notice, such Note shall be paid by the Note Registrar at the redemption price. Interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of a Note, there shall be prepared for the Noteholder a new Note of the same Series and the same maturity in the amount of the unpaid principal. If a Note has been called for redemption and shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date. -17- Section 5. Registration of Note; Persons Treated as Oitmers. The City shall cause the Note Register to be kept at the principal office maintained for the purpose by the Note Registrar; which is hereby constituted and appointed the note registrar of the City. The City is authorized to prepare, and the Note Registrar shall keep custody of, multiple Note blanks executed by the City for use in the transfer and exchange of the Notes. Upon surrender for transfer of a Note; 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 Noteholder 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 of the same Series and the same maturity for a like aggregate principal amount. 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. The person in whose name a Note shall be registered on the Note Register shall be deemed and regarded as the absolute owner thereof for all purposes; and payment of the principal of or interest on such Note shall be made only to or upon the order of the Noteholder 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. No registered owner shall be charged a service charge for any transfer or exchange of a Note; but the City may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of a Note exchanged in the case of the issuance of a new Note for the outstanding portion of a Note surrendered for redemption. -18- Section 6 Forms of Notes. The Notes shall be in substantially the forms attached hereto as EXHIBIT C. Section 7. Security for the Notes. Operation of Special Tax Allocation Fund; Rebate Fund. A. Pledged el7oneys Pledged. The City hereby pledges the Pledged Moneys for the purpose of providing funds required to pay the interest on the Notes as the same shall fall due and to pay and discharge the principal thereof at Stated Maturity promptly when due, but only in the priorities of lien specified herein and subject to the limitations contained herein and therein. Each Note is a limited obligation of the City and is payable solely and only from the Pledged Moneys as set forth in the lien priorities and as provided hereunder and the amounts on deposit in and pledged to the respective Note Fund as provided hereunder. As to the pledge of the Pledged Moneys; each Note is in all respects junior to any Senior Lien Bonds or Junior Lien Bonds hereafter issued and any obligations on a parity therewith, and, as to the pledge of the Pledged Moneys; is secured ratably and equally with all Parity Notes under this Ordinance. As provided in the Act; no Note constitutes an indebtedness of the City or a loan of credit thereof within the meaning of any statutory or constitutional provision. B. Special Tax Allocation Fund. The Special Tax Allocation Fund is hereby expressly continued as a trust fund established under the TIF Act for the purpose of carrying out the covenants. terms and conditions imposed upon the City by the TIF Act; any Indenture; any Bond Ordinance, and this Ordinance. The City hereby expressly creates within the Special Tax Allocation Fund two accounts to be known as the "Sub-STAF Gifford 300 Account" and the "Sub-STAF Municipal Account." Each Note is secured, in the priority of lien and as otherwise herein provided, by a pledge of the Limited Incremental Property Taxes on deposit in the respective Note Fund of the General -19- Subaccount of the Sub-STAF Gifford 300 Account, and such pledge is irrevocable until the obligations of the City are discharged under this Ordinance. The Incremental Property Taxes are to be paid by the officers of the County who collect or receive the same (i) to the Treasurer or (ii) as may be provided in any Indenture or Bond Ordinance. If and whenever the Treasurer receives any of the Incremental Property Taxes; he or she shall immediately deposit such Incremental Propety Taxes into the Special tax Allocation Fund. The Treasurer shall thereupon retain the Municipal Portion for deposit into and credit to the Sub-STAF Municipal Account and shall immediately transmit the Limited Incremental Property Taxes for deposit into the Sub-STAF Gifford 300 Account. There are hereby expressly created within the Sub-STAF Gifford 300 Account of the Special Tax Allocation Fund the following Subaccounts: the "Senior Lien Bond and Interest Subaccount" (but only upon the issuance of any Senior Lien Bonds); the "Senior Lien Debt Service Reserve Subaccount" (but only upon the issuance of any Senior Lien Bonds), the "Junior Lien Bond and Interest Subaccount" (but only upon the issuance of any Junior Lien Bonds), the "Junior Lien Debt Service Reserve and Redemption Subaccount" (but only upon the issuance of any Junior Lien Bonds) and the "General Subaccount.- created, the Senior Lien Bond and Interest Subaccount. the Senior Lien Debt Service Reserve Subaccount. the Junior Lien Bond and Interest Subaccount and the Junior Lien Debt Service Reserve and Redemption Subaccount shall be held as provided in an Indenture or a Bond Ordinance, as the case may be. The City shall hold the General Subaccount. Each such Account shall be held separate and segregated from all other funds of the City. On or before each December 1, commencing on December 1, 2012 (or on or before such earlier date or dates as may be provided in an Indenture or a Bond Ordinance), the Treasurer shall conduct an accounting (an "Accounting") to determine the -20- amounts; if any; to be deposited in and shall transfer said amounts for deposit into and credit to the following Subaccounts in the order in which hereinafter mentioned, as follows: (a) The Senior Lien Bond and Interest Subaccount. Whenever there are any Senior Lien Bonds outstanding, there shall first be credited to the Senior Lien Bond and Interest Account and held, in cash and investments, such amount as may be required for any Senior Lien Bonds until the credit balance of said Account aggregates the amount required under any Indenture or Bond Ordinance. Except as hereinafter or in any Indenture or Bond Ordinance provided, moneys to the credit of the Senior Lien Bond and Interest Subaccount shall be used solely and only for the purpose of paying principal of and premium, if any, and interest on the Senior Lien Bonds as the same become due upon maturity or mandatory redemption. (b) The Senior Lien Debt Service Reserve Subaccount. Whenever there are any Senior Lien Bonds outstanding, there shall next be credited to the Senior Lien Debt Service Reserve Account and held, in cash and investments, such amount as may be required for any Future Senior Lien Bonds until the credit balance of said Account aggregates the amount required under any Indenture or Senior Lien Bond Ordinance. Monies on deposit in the Senior Lien Debt Service Reserve Subaccount may be used to redeem Senior Lien Bonds and shall be transferred to the Senior Lien Bond and Interest Subaccount as may be necessary from time to time to prevent or to remedy a default in the payment of principal of or interest or premium, if any, on the Senior Lien Bonds. Monies on deposit in the Senior Lien Debt Service Reserve Subaccount may be pledged to pay principal of any specified Senior Lien Bonds under a related Indenture or Bond Ordinance. (c) The Junior Lien Bond and Interest Subaccount. Whenever there are any Junior Lien Bonds outstanding, there shall next be credited to the Junior Lien Bond and Interest Account and held, in cash and investments, such amount as may be required for any Future Junior Lien Bonds until the credit balance of said Account aggregates the amount required under any Indenture or Bond Ordinance. Except as hereinafter or in any Indenture or Bond Ordinance provided, moneys to the credit of the Junior Lien Bond and Interest Subaccount shall be used solely and only for the purpose of paying principal of and premium, if any, and interest on the Junior Lien Bonds as the same become due upon maturity or mandatory redemption. (d) The Junior Lien Debt Service Reserve and Redemption Subaccount. Whenever there are any Junior Lien Bonds outstanding, there shall next be credited to the Junior Lien Bond and Interest Account and held, in cash and investments, such amount as may be required for any Future Junior Lien Bonds until the credit balance of said Account aggregates the amount required under any Indenture or Bond Ordinance. -21- (e) The General Subaccount. After the Limited Incremental Property Taxes, if any, shall have been deposited into and credited to the foregoing Subaccounts, the balance of the Limited Incremental Property Taxes, if any, on deposit in and to the credit of the Sub-STAF Gifford 300 Account shall be transferred and deposited into and credited to the General Subaccount of the Sub-STAF Gifford 300 Account and shall be used by the Treasurer, without any further official action by or direction from the Corporate Authorities, as follows: (i) first, if necessary, to remedy any deficiencies in the Senior Lien Principal and Interest Subaccount (if created), the Senior Lien Reserve Subaccount (if created), the Junior Lien Principal and Interest Subaccount (if created), or the Junior Lien Reserve Subaccount (if created); (ii) second, to a separate and segregated account hereby created and to be known as the "Series 2012A Junior Note Fund." as follows: (a) The Treasurer shall first credit to and deposit the Limited Incremental Property Taxes into the Series 2012A Junior Note Fund and, except as hereinafter provided, such moneys shall be used solely and only for the purpose of paying principal of and interest on the 2012A Note and any Parity Notes as the same become due at Stated Maturity, together with any fees in connection therewith. (iii) Whenever there are funds in the Series 2012A Junior Note Fund in excess of the Principal Requirement for the 2012A Note and any Parity Notes and the Interest Requirement for the 2012A Note and any Parity Notes, such funds shall next be deposited to a separate and segregated account hereby created and to be known as the "Gifford 300 Subordinate Note Fund" as follows: (a) The Treasurer shall first credit to and deposit the Limited Incremental Property Taxes into the Gifford 300 Subordinate Note Fund and, except as hereinafter provided, such moneys shall be used solely and only for the purpose of paying principal of and interest on the Subordinate Note and any Parity Notes as the same become due at Stated Maturity, together with any fees in connection therewith. (iv) Whenever there are funds in the Gifford 300 Subordinate Note Fund in excess of the Principal Requirement for the Subordinate Note and any Parity Notes and the Interest Requirement for the Subordinate Note and any Parity Notes, such funds shall be used by the City for one or more of the following purposes, in the following order of priority: 1. for the purpose of paying any costs of the Bluff City Redevelopment Project, including but not limited to the payment of debt service on obligations issued subordinate to any Senior Lien Bonds or any -22- Junior Lien Bonds, any bonds issued on a parity with any Senior Lien Bonds or Junior Lien Bonds; or any Parity Notes; or 2. for the purpose of redeeming Outstanding Senior Lien Bonds or Junior Lien Bonds: or 3. for the purpose of purchasing Outstanding Senior Lien Bonds or Junior Lien Bonds at a price not in excess of par and accrued interest and applicable redemption premium to the date of purchase; and (v) thereafter, shall be used by the City for one or more of the following purposes, any order of priority among them: 1. for the purpose of refunding; advance refunding or pre-paying the Notes or any Parity Notes; or 2. for the purpose of establishing such additional reserves as may be deemed necessary by the Corporate Authorities; or for the purpose of reimbursing the City for any advances from its general corporate funds made in connection with any Senior Lien Bonds or Junior Lien Bonds, any obligations on a parity with any Senior Lien Bonds or Junior Lien Bonds; the Notes, any Parity Notes, the Bluff City Redevelopment Plan; the Bluff City Redevelopment Project (or any portion thereof) or the Redevelopment Project Area; or 4. for the purpose of distributing funds to the taxing districts or municipal corporation having power to tax real property located in the Redevelopment Project Area; in accordance with the TIF Act; or 5. for any other purpose set forth under the Bluff City Redevelopment Plan or the Bluff City Redevelopment Project as may be authorized under the TIF Act. C. The Rebate Account. There is hereby authorized to be created a separate and special account within the Special Tax Allocation Fund to be known as the '`Gifford 300 Notes Rebate Account, " which shall be held by the Note Registrar and into which there shall be deposited as directed by the City and as necessary investment earnings in the Note Funds to the extent required so as to maintain the Tax-exempt status of interest on any Notes issued on a Tax-exempt basis. All rebates, special impositions or taxes for such purpose payable to the United States of America (Internal Revenue Service) shall be payable from the Rebate Account. -23- D. Investments. The moneys on deposit in the Sub-STAF Gifford 300 Account may be invested from time to time in Qualified Investments. Any such investments may be sold from time to time by the Treasurer without further direction from the Corporate Authorities as moneys may be needed for the purposes for which the Special Tax Allocation Fund or such account have been created. Except as may be hereafter provided in an Indenture or a Bond Ordinance, any investment earnings shall be attributed to the subaccount for which the investment was made. Section 8. General Covenants. The City covenants and agrees with the holders of the Notes that; so long as any Notes remain outstanding and unpaid: (a) The City will punctually pay or cause to be paid from the respective accounts of the Note Fund the principal of and interest on the Notes in strict conformity with the terms of the respective Notes, the Redevelopment Agreement and this Ordinance; and it will faithfully observe and perform all of the conditions, covenants and requirements thereof. (b) The City will pay and discharge; or cause to be paid and discharged, from the Sub-STAF Gifford 300 Account any and all lawful claims which, if unpaid; might become a lien or charge upon the Pledged Moneys, or any part thereof. or which might impair the security of the Notes; or either of them. Nothing herein contained shall require the City to make any such payment so long as the City in good faith shall contest the validity of said claims. (c) The City will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the City, in which complete and correct entries shall be made of all transactions relating to the Redevelopment Project Area, the Bluff City Redevelopment Plan, the Bluff City Redevelopment Project, the 2012 Public Redevelopment Projects, and the Pledged Moneys. Such books of record and accounts shall at all times during business hours be subject to the inspection of the respective holders of not less than ten per cent (10%) of the principal amount of the respective Notes then outstanding, or their representatives authorized in writing. The City will prepare or cause the preparation of complete financial statements with respect to the preceding fiscal year showing the Pledged Moneys received, all disbursements from the funds and accounts created by this Ordinance and the financial condition of the Project, including the balances in all funds and accounts relating to the Notes and the 2012 Public Redevelopment Projects as of the end of such fiscal year, which statements shall be accompanied by a certificate or opinion in writing of an Independent certified public accountant. The City will furnish a copy of such statements -24- to any registered owner of ten percent (10%) or more in aggregate principal amount of the Note then outstanding; upon written request of such owner. (d) The City will preserve and protect the security of the Notes and the rights of the Noteholders. (e) The City will continue to implement the Bluff City Redevelopment Project and the 2012 Public Redevelopment Projects with all practicable dispatch in accord with its stated objectives and purposes in conformity with the Bluff City Redevelopment Plan and the TIF Act and will timely convene the joint review board for the Redevelopment Project Area and timely make available and file such information and reports as shall be required by the TIF Act while either Note or any portion thereof remains outstanding. (f) The City will adopt, make, execute and deliver any and all such further ordinances, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention of, or to facilitate the performance of, this Ordinance, and for the better assuring and confirming unto the Noteholders the rights and benefits provided in this Ordinance. (g) So long as any portion of either Note remains outstanding, the City will take no action, nor will the City omit to take any action, which act or omission will in any way adversely affect the ability of the City to collect the Incremental Property Taxes or to allocate the Limited Incremental Property Taxes as provided in this Ordinance, and the City and its officers will comply with all present and future applicable laws in order to assure that the Pledged Moneys will be collected, allocated and deposited in the funds and accounts as herein provided. Section 9. Delivery of 2012A Note and Escroia, of Subordinate Note. As soon as may be after this Ordinance becomes effective, the Notes shall be executed by the Designated Officers. The Designated Officers as shall be appropriate are hereby authorized to proceed, without any further official authorization or action by the Corporate Authorities, to approve or execute, or both, such documents as shall be necessary to effectuate the issuance and delivery of the 2012A Note and the escrow and subsequent release from escrow of the Subordinate Note, with such insertions, deletions, additions, modifications or changes as they shall reasonably determine to be desirable, necessary and in the best interests of the City, their approval or execution thereof to constitute ratification by the Corporate Authorities of any such insertion, deletion, addition, modification or change with no further official action, authorization or -25- determination of the Corporate Authorities. The agreement with the Developer to purchase the Notes is hereby ratified; approved and confirmed, it being hereby expressly found that no person holding any office of the City either by election or appointment is in any manner financially interested, either directly in his own name or indirectly in the name of any other person; association, trust or corporation, in said agreement with the Developer for the purchase of the Notes. Any Designated Officer and such other officers of the City as may be necessary are hereby further authorized to execute such documents, including, specifically, such closing documents and certifications as shall be required by Bond Counsel to render their opinions relating to the validity of the Notes and the treatment of interest thereon for federal income taxation purposes. Section 10. j\fote Proceeds. The performance by the Developer of its obligations pursuant to the Redevelopment Agreement shall be deemed to be consideration for the issuance of the Notes. To that end the Designated Officers are hereby expressly directed to authorize the drawdown of the principal amount of the Notes as herein authorized and as provided and pursuant to the conditions set forth in the Redevelopment Agreement, not to exceed (i) in the case of the 2012A Note, the aggregate principal amount of $13, 00,000 and (ii) in the case of the Subordinate Note, the aggregate principal amount of $8,100,000 or such smaller amount as may be determined in accordance with (Section SC of) the Redevelopment Agreement, upon delivery from time to time by the Developer to the City of such evidence of performance as such Designated Officers as provided in the Redevelopment Agreement, without further official action or direction by the Corporate Authorities. All proceeds of the Notes shall be deemed fully expended upon the relevant drawdown of the principal amount thereof. -26- Section 11. Senior Lien Bonds; Junior Lien Bonds; Parity Notes; Refunding. A. SENIOR LIEN BONDS: JUNIOR LIEN BONDS: PARITY NOTES. No Senior Lien Bonds, Junior Lien Bonds or Parity Notes shall be issued unless the City shall have obtained the prior written consent of all of the registered owners of the Notes then outstanding. The City hereby expressly reserves unto itself without restriction of any type or kind whatsoever the right to issue obligations secured by the Municipal TIF Account. B. REFUNDING. Parity Notes issued to refund; whether at or in advance of maturity, any portion or all of the Notes issued under this Ordinance may be issued by the Corporate Authorities hereunder, and, upon such issuance and to the extent so designated in any Bond Ordinance authorizing such obligations, shall be a "Note" as defined hereunder, subject to the limitations hereof. Section 12. No Private Activity Bonds. Neither Note is a "Private activity bond" as defined in Section 141(a) of the Code. In support of such conclusion, the City certifies, represents and covenants as follows: A. No direct or indirect payments are to be made on the Notes, or either of them, with respect to any Private Business Use by any person other than a state or local governmental unit. B. None of the proceeds of the Notes, or either of them, is to be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit. Section 13. General Arbitrage Provisions. A. Except for the Note Funds, the City has not created or established and will not create or establish any sinking fund, reserve fund or any other similar fund to provide for the payment of the Notes. Each Note Fund has been established and will be funded in a manner primarily to achieve a proper matching of tax revenues and debt -27- service, and will be collectively depleted at least annually to an amount not in excess of 1/12 the particular annual debt service on the respective Notes. Money deposited therein will be spent within a 13-month period beginning on the date of deposit, and investment earnings therein will be spent or withdrawn within a one-year period beginning on the date of receipt. B. The investment of proceeds or funds related to the Notes by the Designated Officers at a yield which is restricted to a lower yield than otherwise obtainable in order to meet any covenants relating to the Tax-exempt status of the Notes, or either of them, as advised by Bond Counsel, or as otherwise determined to be necessary for such purpose, is expressly authorized and directed. The City further certifies and covenants as follows with respect to the requirements of Section 148(f) of the Code, relating to the rebate of "excess arbitrage profits" (the "Rebate Requirennent") to the United States: C. Unless an applicable exception to the Rebate Requirement is available to the City, the City will meet the Rebate Requirement. D. Relating to applicable exceptions, the Designated Officers are hereby authorized to make such elections under the Code as such officers, or any of them, shall deem reasonable and in the best interests of the City If such election may result in a "penalty in lieu of rebate" as provided in the Code; and such penalty is incurred (the "Penalty"), then the City shall pay such Penalty. E. The Designated Officers shall cause to be established, at such time and in such manner as they may deem necessary or appropriate hereunder, the Rebate Fund for the Notes, and such officers shall further, not less frequently than annually, cause to be transferred to the Rebate Fund the amount determined to be the accrued liability under the Rebate Requirement or Penalty. Said officers shall cause to be paid to the U.S., without further order or direction from -28- the Corporate Authorities, from time to time as required, amounts sufficient to meet the Rebate Requirement or to pay the Penalty. F. Interest earnings in the Note Funds are hereby authorized to be transferred, without further order or direction from the Corporate Authorities, from time to time as required, to the Rebate Fund for the purposes herein provided; and proceeds of the Notes and other funds of the City are also hereby authorized to be used to meet the Rebate Requirement or to pay the Penalty, but only if necessary after application of investment earnings as aforesaid and only as appropriated by the Corporate Authorities. The City also certifies and further covenants with the Noteholders that moneys on deposit in any fund or account in connection with the Notes, whether or not such moneys were derived from the proceeds of the sale of the Note or from any other source, will not be used in a manner which will cause the Note to be an "arbitrage bond" within the meaning of Code Section 148 and any lawful regulations promulgated thereunder, as the same presently exist or may from time to time hereafter be amended, supplemented or revised. None of the proceeds of the Note will be used to pay, directly or indirectly, in whole or in part, for an expenditure that has been paid by the City prior to the date hereof. This Ordinance is in itself a declaration of official intent under Treasury Regulations Section 1.1 50-2 as to all costs paid after the date hereof and prior to issuance of the Notes. Section 14. Further Tax Covenants. The City agrees to comply with all provisions of the Code which, if not complied with by the City, would cause any Note issued as Tax-exempt not to be Tax-exempt. In furtherance of the foregoing provisions, but without limiting their generality, the City agrees: (a) through its officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to comply with all representations, covenants and assurances contained in certificates or agreements -29- as may be prepared by Bond Counsel; (c) to consult with Bond Counsel and to comply with such advice as may be given; (d) to pay to the United States, if necessary, such sums of money representing required rebates of excess arbitrage profits relating to any Tax-exempt Note- (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 15. Registered Form. The City recognizes that Section 149 of the Code requires any Note to be issued on a Tax-exempt basis to be issued in and thereafter to remain in fully registered form in order to be and remain Tax-exempt. In this connection, the City agrees that it will not take any action to permit any Note issued on a Tax-exempt basis to be issued in, or converted into, bearer or coupon form. Section 16. Opinion of Counsel Exception. The City reserves the right to use or invest moneys in connection with any Note issued as Tax-exempt in any manner, or to use, treat or contract with respect to the 2012 Public Redevelopment Projects, notwithstanding the covenants in Sections 12 to 15 herein, provided it shall first have received an opinion from Bond Counsel to the effect that use or investment of such moneys, or use of the 2012 Public Redevelopment Projects, as contemplated will not result in any adverse effect on the Tax-exempt status of interest on any Note issued as Tax-exempt. Section 17. Payment and Discharge. Any Note may be discharged, payment provided for, and the City's liability terminated as follows: (a) Discharge of Indebtedness. If (1) the City shall pay or cause to be paid to the Noteholders the principal and interest to become due thereon at the times and in the manner stipulated therein and herein, (ii) all fees and expenses of the Note Registrar shall have been paid, and (iii) the City shall keep, perform and observe all and singular the covenants and promises in such Note and in this Ordinance expressed as to be kept, performed and observed by it or on its part, then these presents and the rights hereby granted shall cease, determine and be void. If the City shall pay or cause to be paid to the Noteholders the principal, premium, if any, and interest to become due thereon at the -30- times and in the manner stipulated therein and herein, the Note shall cease to be entitled to any lien; benefit or security under this Ordinance, and all covenants, agreements and obligations of the City to the Noteholders shall thereupon cease, terminate and become void and discharged and satisfied. (b) Provision for Payment. Whenever sufficient cash and/or Government Securities shall have been deposited with an institution having fiduciary powers in an irrevocable escrow (whether upon or prior to the maturity or the redemption date of the Note) the Note shall be deemed to be paid within the meaning of this Ordinance and no longer outstanding under this Ordinance: provided, however, that if the Note is to be redeemed prior to the maturity thereof, notice of such redemption shall have been duly given as provided in this Ordinance or provision shall have been made for the giving thereof. Government Securities shall be considered sufficient only if said investments are not redeemable prior to maturity at the option of the issuer and mature and bear interest in such amounts and at such times as will assure sufficient cash to pay currently maturing interest and to pay principal when due on the Note. (c) Termina/ion of City's Liability. Upon the discharge of indebtedness wider paragraph (a) hereof. or upon the deposit of sufficient cash and Government Securities (such sufficiency being determined as provided in paragraph (b) hereof) for the retirement of the Note, all liability of the City in respect of the Note shall cease, determine and be completely discharged and the Noteholders shall thereafter be entitled only to payment out of the cash and the proceeds of the Government Securities deposited as aforesaid for their payment. Section 18. This Ordinance a Contract. The provisions of this Ordinance shall constitute a contract between the City and the Noteholders, and no changes, additions or alterations of any kind shall be made hereto, except as herein provided. Section 19. Partial Invalidity. If any section, paragraph, clause or provision of this Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Ordinance. Section 20. List of Noteholders. The Note Registrar shall maintain a list of the names and addresses of the Noteholders and upon any transfer shall add the name and address of the new Noteholder and eliminate the name and address of the transferor Noteholder. Section 21. Supplemental Ordinances. With the consent of the registered owners of not less than 66% in aggregate principal amount of the Note at the time outstanding, the City, by the Corporate Authorities may pass an ordinance or ordinances supplemental hereto for the purpose -31- of adding any provisions to or changing in any manner or eliminating any of the provisions of this Ordinance or of any supplemental ordinance; provided that no such modification or amendment shall extend the maturity or reduce the interest rate on or otherwise alter or impair the obligation of the City to pay the principal, interest or redemption premium, if any, at the time and place and at the rate and in the currency provided therein of any portion of the Note without the express consent of the Noteholders, or permit the creation of a preference or priority of any portion of the Note over any other portion of the Note, or reduce the percentage of principal amount of the Note required for the affirmative vote or written consent to an amendment or modification, or deprive the Noteholders (except as aforesaid) of the right to payment of the Note from the revenues pledged thereto without the consent of the registered owners of all of the Note (as the case may be) then outstanding. Section 22. Rights and Ditties of Note Registrar. If requested by the Note Registrar, any Designated Officer is authorized to execute the Note Registrar's standard form of agreement between the City and the Note Registrar with respect to the obligations and duties of the Note Registrar hereunder. In addition to the terms of such agreement or agreements and subject to modification thereby, the Note Registrar by acceptance of duties hereunder agrees: (a) to act as note registrar, paying agent, authenticating agent, and transfer agent as respectively provided herein; (b) to maintain a list of Noteholders as set forth herein and to furnish such list to the City upon request, but otherwise to keep such list confidential to the extent permitted by law; (c) to cancel and/or destroy any Note which has been paid at Stated Maturity or upon redemption or submitted for exchange or transfer; -32- (d) to furnish the City at least annually a certificate with respect to portions of the Note cancelled and/or destroyed; and (e) to furnish the City at least annually an audit confirmation of amount of the Note paid; outstanding and payments made with respect to interest on the Note. The City Clerk of the City is hereby directed to file a certified copy of this Ordinance with the Note Registrar. Section 23. Prior Inconsistent Proceedings. All ordinances, resolutions or orders, or parts thereof in conflict with the provisions of this Ordinance, are to the extent of such conflict hereby repealed. Section 24. Immunity of Officers, Employees and Members of City. No recourse shall be had for the payment of the principal of or premium or interest on the Note or for any claim based thereon or upon any obligation, covenant or agreement in this Ordinance contained against any past, present or future officer; director, member, employee or agent of the City, or of any successor public corporation, as such, either directly or through the City or any successor public corporation, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, -and all such liability of any such officers, directors, members, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the passage of this Ordinance and the issuance of the Note. -JJ- Section 25. Publication. This Ordinance shall be published within ten (10) days of its passage in pamphlet form, by authority of the Corporate Authorities; but shall be immediately in full force and effect upon its adoption and approval. Passed this 6th day of November; 2013. AYES: Councilmembers Dunne. Gavin. Moeller. Powell. Prigge. Rauschenberger. Shaw. Steffen. and Mayor Kaptain. NAYS: None. ABSENT: None. Approved: this 6th day of November, 2013. Mayor; Ci of in, Kane and Cook Counties, Illinois Recorded in the City Records the 6th day of November, 2013. Published in pamphlet form the 8th day of November, 2013. Attest: City Clerk, City of Elgin Kane and Cook Counties. Illinois -34- EXHIBIT A LEGAL DESCRIPTION OF BLUFF CITY REDEVELOPMENT PROJECT AREA -3 J- BLUFF CITY TIF DISTRICT-LEGAL DESCRIPTION: THAT PART OF SECTION 24, TOWNSHIP 41 NORTH, RANGE 8 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN KANE COUNTY, ILLINOIS AND THAT PART OF SECTIONS 19, 20, 29 AND 30, TOWNSHIP 41 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS,DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT 16 M BLOCK 4 IN WINZLER ADDITION TO ELGIN, ILLINOIS, BEING A SUBDIVISION OF PART OF SECTION 24 AFORESAID, THENCE NORTHERLY ALONG THE NORTHERLY EXTENSION OF THE EASTERLY LINE OF SAID LOT 16 IN BLOCK 4 TO THE SOUTH LINE OF'BLOCK I IN WILLIAM REDEKER'S THIRD ADDITION TO ELGIN, ILLINOIS;THENCE WESTERLY ALONG SAID SOUTH LINE OF BLOCK I TO THE WEST LINE OF PARCEL ONE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 95KO06877 AS RECORDED IN THE RECORDERS OFFICE OF KANE COUNTY, ILLINOIS;THENCE NORTH ALONG SAID WEST LINE OF PARCEL ONE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 95KO06877 TO THE NORTHWEST CORNER OF SAID PARCEL ONE AND ALSO BEING THE SOUTH LINE OF LOT 5 IN SAID BLOCK 1 IN WILLIAM REDEKER'S THIRD ADDITION TO ELGIN, ILLINOIS; THENCE EAST ALONG SAID SOUTH LINE OF LOT 5 TO THE SOUTHEAST CORNER OF SAID LOT 5; THENCE NORTH ALONG THE EAST LINE OF SAID LOT 5 AND THE EAST LINE OF LOT 4 1N SAID BLOCK I IN WILLIAM REDEKER'S THIRD ADDITION TO ELGIN, ILLINOIS TO THE NORTHEAST CORNER OF SAID LOT 4 IN BLOCK 1;THENCE NORTHERLY TO THE SOUTHEAST CORNER OF THE PROPERTY DESCRIBED IN DOCUMENT NO. 99K079899 AND ALSO BEING THE NORTHERLY LINE OF ROUTE 20 BY-PASS; THENCE EASTERLY ALONG SAID NORTHERLY LINE OF ROUTE 20 BY-PASS IN KANE AND COOK COUNTIES, ILLINOIS TO WEST LINE AS DESCRIBED IN TRUSTEE'S DEED DOCUMENT NO.94467557 AS RECORDED IN THE RECORDERS OFFICE OF COOK COUNTY, ILLINOIS; THENCE NORTHERLY ALONG SAID WEST LINE AS DESCRIBED IN TRUSTEE'S DEED DOCUMENT NO.94467557, SAID LINE ALSO BEING PARALLEL WITH THE COUNTY LINE BETWEEN KANE AND COOK COUNTIES TO THE NORTHWEST CORNER AS DESCRIBED IN SAID TRUSTEE'S DEED DOCUMENT NO. 94467557 AND ALSO BEING THE SOUTH LINE OF HASTINGS STREET; THENCE EASTERLY ALONG THE SOUTH LINE OF SAID HASTINGS STREET, A DISTANCE OF 234.5 FEET; THENCE SOUTH PARALLEL WITH SAID COUNTY LINE, A DISTANCE OF 374.0 FEET, MORE OR LESS TO THE LINE OF WILLIAM REDEKER'S LANDS; THENCE SOUTHWESTERLY ALONG SAID LINE OF WILLIAM REDEKER'S LANDS AND ALSO BEING THE SOUTHEASTERLY LINE AS DESCRIBED IN TRUSTEE'S DEED DOCUMENT NO. 94467557 TO SAID NORTHERLY LINE OF ROUTE 20 BY-PASS; THENCE EASTERLY ALONG SAID NORTHERLY LINE OF ROUTE 20 BY-PASS TO THE SOUTHEASTERLY LINE OF WRIGHT AVENUE; THENCE NORTHEASTERLY ALONG SAID SOUTHEASTERLY LINE OF WRIGHT AVENUE TO THE SOUTHWEST CORNER OF LOT I IN LEO GRAPS RESUBDIVISION OF PART OF LOT I IN BLOCK 2 OF ELGIN HEIGHTS ADDITION IN SAID SECTION -19; THENCE SOUTHEASTERLY ALONG THE SOUTHWEST LINE OF SAID LOT I IN LEO GRAPS RESUBDIVISION TO SAID NORTHERLY LINE OF ROUTE 20 BY- .PASS; THENCE EASTERLY ALONG SAID NORTHERLY LINE OF ROUTE 20 BY-PASS TO THE SOUTHEASTERLY LINE OF SAID LOT i IN LEO GRAPS RESUBDIVISION; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY LINE OF LOTS 1.2 AND 3 IN SAID LEO GRAPS RESUBDIVISION TO THE SOUTHWEST CORNER OF LOT 5 IN SAID LEO GRAPS RESUBDIVISION; THENCE SOUTHEASTERLY ALONG THE SOUTHWESTERLY LINE OF SAID .LOT 5 IN LEO GRAPS 'RESUBDIVISION TO THE NORTHWESTERLY LINE OF DICKIE AVENUE; THENCE SOUTHWESTERLY ALONG SAID NORTHWESTERLY LINE OF DICKIE AVENUE TO SAID NORTHERLY LINE OF ROUTE 20 BY-PASS;THENCE EASTERLY ALONG SAID NORTHERLY LINE OF ROUTE 20 BY-PASS TO THE EAST LINE OF LOT 21 IN BLOCK 2 IN LUDLOW AND STELFORD'S ADDITION TO ELGIN IN THE SOUTHEAST QUARTER OF SAID SECTION 19;THENCE NORTHERLY ALONG SAID EAST LINE OF LOT .21 IN BLOCK 2 IN LUDLOW AND STELFORD'S ADDITION TO ELGIN TO THE,NORTHEAST CORNER OF SAID LOT 21 IN BLOCK 2; THENCE EASTERLY ALONG THE NORTH LINE OF LOTS 22 THROUGH 35. INCLUSIVE, [N SAID BLOCK 2 IN LUDLOW AND STELFORD'S ADDITION TO ELGIN TO THE EAST LINE OF THE WEST 38.2 FEET OF LOT 5 IN SAID BLOCK 2 IA' LUDLOW AND STELFORD'S ADDITION TO ELGIN; THENCE NORTHERLY ALONG SAID EAST LINE OF THE WEST 38.2 FEET OF LOT 5 IN BLOCK 2 TO THE SOUTH LINE OF LUDLOW AVENUE; THENCE EASTERLY ALONG SAID SOUTH LINE OF LUDLOW AVENUE TO THE CENTERLINE OF OLD ROAD (U.S, ROUTE 20); THENCE Exhibit A SOUTHEASTERLY ALONG SAID CENTERLINE-OF OLD ROAD(U.S.ROUTE 20)TO THE WEST LINE OF PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 172 FOR TRACT 172 PER CONDEMNATION NO.61 S 462; THENCE SOUTHWESTERLY ALONG SAID WEST LINE OF PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 172 FOR TRACT 172 PER CONDEMNATION N0, 61 S 462 TO THE SOUTHWEST CORNER OF SAID PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 172 FOR TRACT 172 PER CONDEMNATION NO. 61 S 462; THENCE SOUTHEASTERLY ALONG THE SOUTHWESTERLY LINE OF SAID PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 172 FOR TRACT 172 PER CONDEMNATION.NO. 61 S 462 TO THE SOUTHEAST CORNER OF SAID PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 172 FOR TRACT 172 PER CONDEMNATION NO. 61 S 462 AND ALSO BEING THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 19; 'THENCE NORTH ALONG SAID EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 19 TO THE SOUTH LINE OF SAID U.S.ROUTE 20;THENCE EASTERLY ALONG SAID SOUTH LINE OF US. ROUTE 20 TO THE WESTERLY LINE OF PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 177 IN BOOK 576 OF PLATS PAGE I AS DOCUMENT NO. 17993034; THENCE SOUTHWESTERLY ON SAID WESTERLY LINE OF PARCEL DEPICTED AND DESCRIBED ON PLAT OF DEDICATION OF PUBLIC HIGHWAY ON PLAT NO. 177 IN BOOK 576 OF PLATS PAGE 1 TO THE SOUTHERLY LIVE OF BLUFF CITY BOULEVARD(FRONTAGE .ROAD); THENCE EASTERLY ON SAID SOUTHERLY LINE OF BLUFF CITY BOULEVARD(FRONTAGE ROAD) TO THE EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY, SAID LINE BEING 40.0 FEET EASTERLY OF AND PARALLEL TO A LINE DEFINED AS THE EASTERLY LINE IN DOCUMENTS 9899344 AND 9929391; THENCE SOUTHERLY ALONG SAID PARALLEL LINE TO SAID SOUTHERLY LINE OF BLUFF CITY BOULEVARD(FRONTAGE ROAD); THENCE EASTERLY ALONG SAID SOUTHERLY LINE OF BLUFF CITY BOULEVARD(FRONTAGE ROAD) TO A LINE 300.00 FEET EAST OF AND PARALLEL WITH SAID EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY AND ALSO BEING THE WESTERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT' NO. 0335627185 AS RECORDED IN THE RECORDERS OFFICE OF COOK COUNTY, ILLINOIS; THENCE SOUTHERLY ALONG SAID WESTERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627185 TO THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20;THENCE CONTINUING SOUTHERLY ALONG SAID WESTERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627185 TO AN ANGLE POINT IN SAID WESTERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627185;THENCE EASTERLY TO AN ANGLE POINT IN SAID WESTERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627185; THENCE SOUTHERLY ALONG SAID WESTERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627185 TO THE SOUTHWEST CORNER AS DESCRIBED IN WARRANTY DEED DOCUMENT NO.0335627185:THENCE EASTERLY ALONG SAID SOUTHERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627185-TU"THE''WESTERLY LINE OF THE ELGIN, JOLIET AND EASTERN RAILWAY COMPANY; THENCE SOUTHERLY ALONG SAID WESTERLY LINE OF THE ELGIN,JOLIET AND EASTERN RAILWAY COMPANY TO A POINT 580.23 FEET NORTHERLY OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO,MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD AS MEASURED ALONG SAID WESTERLY LINE OF THE ELGIN, JOLIET AND EASTERN RAILWAY COMPANY; THENCE WESTERLY ALONG A LINE PARALLE TO SAID SOUTHERLY LINE AS DESCRIBED IN WARRANTY DEED DOCUMENT NO. 0335627185 TO SAID LINE BEING 40.0 FEET EASTERLY OF AND PARALLEL TO THE EASTERLY RIGHT OF WAY LINE OF THE COM ED RIGHT OF WAY AS DESCRIBED IN DOCUMENT NO. 18983320; THENCE SOUTHERLY ALONG SAID EASTERLY RIGHT OF WAY LINE OF-rHE COM ED RIGHT OF WAY AS DESCRIBED IN DOCUMENT NO. 18983320 TO SAID NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE,ST,PAUL AND PACIFIC RAILROAD TO THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 30;THENCE SOUTHERLY ALONG SAID EAST LINE OF THE SOUTHEAST QUARTER OF SECTION 30 TO THE NORTHEAST QUARTER OF LOT I IN GRABER SUBDIVISION, BEING A SUBDIVISION.OF PART OF THE EAST HALF OF SAID SOUTHEAST QUARTER OF SECTION 30; THENCE SOUTH ALONG THE EAST LINE OF SAID LOT I IN GRABER SUBDIVISION AND THE SOUTHERLY EXTENSION THEREOF TO THE SOUTH LINE OF SPAULDING ROAD; THENCE WEST ALONG SAID SOUTH LINE.OF SPAULDING ROAD TO THE WEST LINE OF GIFFORD ROAD; THENCE NORTH ALONG SAID WEST LINE OF GIFFORD ROAD TO THE WESTERLY EXTENSION OF THE NORTH LINE OF OUTLOT A 1N SAID GRABER SUBDIVISION; THENCE EAST ALONG SAID NORTH LINE OF OUTLOT A AND THE WESTERLY EXTENSION THEREOF AND NORTH LINE OF SAID LOT I TO AN ANGLE POINT IN SAID LOT 1;THENCE NORTH ALONG A WESTERLY LINE OF SAID LOT 1 TO THE NORTHWEST CORNER OF SAID LOT I;THENCE WEST ALONG THE WESTERLY EXTENSION OF THE NORTH LINE OF SAID LOT I TO THE WEST LINE OF SAID GIFFORD ROAD; THENCE NORTH ALONG SAID WEST LINE OF SAID GIFFORD ROAD TO THE SOUTH LINE OF BLUFF CITY BOULEVARD;THENCE WEST ALONG THE SOUTH LINE OF BLUFF CITY BOULEVARD TO THE POINT OF BEGINNING; EXCEPT THAT PART OF THE NORTHEAST QUARTER OF SAID SECTION 30,TOWNSHIP 41 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN,DESCRIBED AS FOLLOWS:COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO,MILWAUKEE,ST. PAUL AND PACIFIC RAILROAD AND THE WEST LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY, PER DOCUMENT NUMBER 9899344 AND 9929391; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, ALONG SAID NORTHERLY RIGHT OF WAY OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD, A,DISTANCE OF 2069.93 FEET, TO THE CENTER LINE OF GIFFORD ROAD;THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST,ALONG SAID CENTER LINE OF GIFFORD ROAD, A DISTANCE OF 382.02 FEET; THENCE SOUTH 89 DEGREES 14 MINUTES 03 SECONDS EAST, PERPENDICULAR TO THE LAST DESCRIBED COURSE, A DISTANCE OF 33.00 FEET, TO THE POINT OF BEGINNING; THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST, A DISTANCE OF 588.60 FEET ALONG THE APPARENT EAST RIGHT OF WAY LINE OF GIFFORD ROAD; THENCE SOUTH 89 DEGREES 14 MINUTES 03 SECONDS EAST, A DISTANCE OF 712.48 FEET TO A LINE 66.00 FEET WEST OF AND PARALLEL TO THE WEST LINE OF PROPERTY CONVEYED TO WASTE MANAGEMENT OF ILLINOIS, INC.BY DEED DOCUMENT 0600443210 RECORDED JANUARY 4, 2006; THENCE SOUTH 0 DEGREES 45 MINUTES 57 SECONDS WEST, A DISTANCE OF 728.88 FEET ALONG SAID PARALLEL LINE; THENCE NORTH 87 DEGREES 20 MINUTES 16 SECONDS WEST, A DISTANCE OF 36.57 FEET; THENCE_ NORTH 49 DEGREES 39 MINUTES 46 SECONDS WEST, A DISTANCE OF 114.26 FEET; THENCE NORTH 84 DEGREES 31 MINUTES 54 SECONDS WEST, A DISTANCE OF 570.85 FEET; THENCE NORTH 43 DEGREES 24 MINUTES 12 SECONDS WEST, A DISTANCE OF 27.17 FEET TO THE POINT OF BEGINNING,IN COOK COUNTY,ILLINOIS. ALSO EXCEPT THAT PART OF THE WEST HALF OF THE NORTHWEST QUARTER OF SECTION 29 AND THE EAST HALF OF THE NORTHEAST QUARTER OF-SECTION-30,_ALL IN TOWNSHIP 41 NORTH, RANGE 9,EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS'FOLLOWS;COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD AND THE WEST LINE OF THE COM ED RIGHT OF WAY PER DOCUMENT NUMBER 9899344 AND 9929391; THENCE NORTH 00 DEGREES 10 MINUTES 09 SECONDS EAST, A DISTANCE OF 453.90 FEET ALONG SAID WESTERLY RIGHT OF WAY LINE; THENCE NORTH 08 DEGREES 23 MINUTES 10 SECONDS EAST,A DISTANCE OF 668.11 FEET CONTINUING ALONG SAID WESTERLY RIGHT OF WAY LINE; THENCE NORTH 81 DEGREES 36 MINUTES 50 SECONDS WEST,A DISTANCE OF 70.00 FEET ALONG A LINE PERPENDICULAR TO SAID WESTERLY RIGHT OF WAY TO THE POINT OF BEGINNING; THENCE NORTH 87 DEGREES 20 MINUTES 16 SECONDS WEST, A DISTANCE OF 1056.44 FEET; THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST, A DISTANCE OF 596.39 FEET, ALONG A LINE PARALLEL TO THE CENTERLINE OF GIFFORD ROAD: THENCE SOUTH 87 DEGREES 20 MINUTES 16 SECONDS EAST, A DISTANCE OF 1135.93 FEET TO A POINT 70.00 FEET WESTERLY OF SAID WESTERLY RIGHT OF WAY AS MEASURED PERPDICULAR TO SAID WESTERLY RIGHT OF WAY; THENCE SOUTH 08 DEGREES 23 MINUTES 10 SECONDS WEST,A DISTANCE OF 599:05 FEET ALONG A LINE PARALLEL TO SAID WESTERLY RIGHT OF WAY LINE TO THE POINT OF BEGINNING, IN COOK COUNTY,ILLINOIS. ALSO EXCEPT THAT PART OF SECTIONS 19,20,29 AND 30, ALL IN TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS; COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE. ST. PAUL AND PACIFIC RAILROAD WITH THE WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY;THENCE NORTH 00 DEGREES 10 MINUTES 09 SECONDS EAST,453.90 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 08 DEGREES 23 MINUTES 10 SECONDS EAST, 2515.42.FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 05 DEGREES 57 MINUTES 54 SECONDS EAST, 728.86 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY TO IHE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20; THENCE SOUTH 88 DEGREES 39 MINUTES 39 SECONDS WEST (SOUTH 88 DEGREES 20 MINUTES 45 SECONDS WEST RECORD), 171.80 FEET ALONG SAID SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20 TO THE POINT OF BEGINNING; THENCE SOUTH 02 DEGREES 55 MINUTES 33 SECONDS WEST, A DISTANCE OF 653.56 FEET; THENCE NORTH 89 DEGREES 26 MINUTES 23 SECONDS WEST, A DISTANCE OF 1701.44 FEET TO A LINE 350.00 FEET EAST OF AND PARALLEL WITH THE CENTERLINE OF GIFFORD ROAD;THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST,A DISTANCE OF 573.16 FEET ALONG SAID PARALLEL LINE;THENCE NORTH 00 DEGREES 41 MINUTES 05 SECONDS EAST A DISTANCE OF 948.06 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 88 DEGREES 21 MINUTES 58 SECONDS EAST, A`DISTANCE OF 440.67 FEET; THENCE SOUTH 86 DEGREES 21 MINUTES 08 SECONDS EAST,A DISTANCE OF 658.78 FEET; THENCE SOUTH 03 DEGREES 00 MINUTES 55 SECONDS WEST, A DISTANCE OF 292.37 FEET; THENCE SOUTH 08 DEGREES 23 MINUTES 45 SECONDS WEST,A DISTANCE OF 225.52 FEET;THENCE SOUTH 81 DEGREES 03 MINUTES 58 SECONDS EAST, A DISTANCE OF 397.77 FEET; THENCE SOUTH 47 DEGREES 06 MINUTES 51 SECONDS EAST, A DISTANCE OF 372.81 FEET. TO THE POINT OF BEGINNING, IN COOK COUNTY,ILLINOIS. N:119361SurveyiTex[autTCity TIF District legal description.dom EXHIBIT B LEGAL DESCRIPTION OF SUBJECT PROPERTY -36- EXHIBIT B TRACT I LEGAL DESCRIPTION: THAT PART OF LOT 18 IN COUNTY CLERK'S DIVISION OF SECTION 19, TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD WITH THE WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, ALONG SAID RAILROAD RIGHT OF WAY, 2069.93 FEET TO THE CENTERLINE OF GIFFORD ROAD;THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST, ALONG SAID CENTERLINE OF GIFFORD ROAD, 2657.57 FEET TO A POINT ON THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 19 AND ALSO BEING THE POINT OF BEGINNING; THENCE NORTH 00 DEGREES 41 MINUTES 05 SECONDS EAST (NORTH 01 DEGREE 31 MINUTES EAST RECORD), 776.61 FEET (776 FEET RECORD) ALONG SAID CENTERLINE OF GIFFORD ROAD; THENCE SOUTH 83 DEGREES 29 MINUTES 58 SECONDS EAST (SOUTH 82 DEGREES 42 MINUTES EAST RECORD), 107.18 FEET (107 FEET RECORD); THENCE NORTH 51 DEGREES 16 MINUTES 57 SECONDS EAST (NORTH 51 DEGREES 47 MINUTES EAST RECORD), 287.38 FEET(297 FEET RECORD); THENCE SOUTH 88 DEGREES 21 MINUTES 58 SECONDS EAST (SOUTH 87 DEGREES 34 MINUTES EAST RECORD), 21.31 FEET TO A LINE 350.00 FEET EAST OF AND PARALLEL WITH SAID CENTERLINE OF GIFFORD ROAD; THENCE SOUTH 00 DEGREES 41 MINUTES 05 SECONDS WEST, 932.48 FEET ALONG SAID PARALLEL LINE TO SAID SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 19; THENCE SOUTH 88 DEGREES 10 MINUTES 34 SECONDS WEST, 350.34 FEET ALONG SAID SOUTH LINE OF THE SOUTHEAST QUARTER OF SECTION 19 TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. TRACT 2 LEGAL DESCRIPTION: THAT PART OF LOT 13 IN COUNTY CLERK'S DIVISION OF SECTION 20, TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS; COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD WITH THE WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 00 DEGREES 10 MINUTES 09 SECONDS EAST, 453.90 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 08 DEGREES 23 MINUTES 10-SECONDS-EAST, 2515.42 FEET ALONG SAID WEST RIGHT OF WAY LINE OF'THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 05 DEGREES 57 MINUTES 54 SECONDS EAST, 728.86 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY TO THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20 AND ALSO BEING THE POINT OF BEGINNING; THENCE SOUTH 88 DEGREES 39 MINUTES 39 SECONDS WEST, 171.80 FEET ALONG SAID SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20; THENCE NORTH 47 DEGREES 06 MINUTES 51 SECONDS WEST, 372.81 FEET; THENCE NORTH 81 DEGREES 03 MINUTES 58 SECONDS WEST, 397.77 FEET; THENCE NORTH 08 DEGREES 23 MINUTES 45 SECONDS EAST, 225.52 FEET; THENCE NORTH 03 DEGREES 00 MINUTES 55 SECONDS EAST, 292.37 FEET TO THE SOUTH LINE OF BLUFF CITY BOULEVARD (FRONTAGE ROAD); THENCE SOUTH 73 DEGREES 13 MINUTES 35 SECONDS EAST, 886.90 FEET ALONG SAID SOUTH LINE OF BLUFF CITY BOULEVARD (FRONTAGE ROAD) TO SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE SOUTH 05 DEGREES 57 MINUTES 54 SECONDS WEST, 573.69 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY TO THE POINT OF BEGINNING. IN COOK COUNTY,ILLINOIS. AND THAT PART OF LOT 13 IN COUNTY CLERK'S DIVISION OF SECTION 20, TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF SAID SECTION 29; THENCE NORTH 88 DEGREES 39 MINUTES 37 SECONDS EAST (NORTH 88 DEGREES 54 MINUTES 06 SECONDS EAST RECORD) ALONG THE SOUTH LINE OF SAID SECTION 20, 31.15 FEET(29.89 FEET RECORD) TO THE WESTERLY RIGHT OF WAY LINE OF THE ELGIN,JOLIET AND EASTERN RAILWAY COMPANY; THENCE NORTH 09 DEGREES 03 MINUTES 00 SECONDS EAST(NORTH 09 DEGREES 15 MINUTES EAST RECORD)ALONG SAID WESTERLY RIGHT OF WAY LINE, 381.80 FEET TO THE CENTER LINE OF THE OLD ROAD (FOR A POINT HEREINAFTER KNOWN AS POINT A); THENCE NORTH 69 DEGREES 42 MINUTES 53 SECONDS WEST(NORTH 69 DEGREES 27 MINUTES 30 SECONDS WEST RECORD) ALONG SAID CENTER LINE, 815.99 FEET TO THE NORTH EAST CORNER OF LAND DEDICATED FOR PUBLIC HIGHWAY PURPOSES;THENCE SOUTH 17 DEGREES 09 MINUTES 20 SECONDS WEST(SOUTH 17 DEGREES 24 MINUTES 43 SECONDS WEST RECORD), 65.00 FEET TO A POINT 98.00 FEET SOUTHERLY OF THE CENTER LINE OF THE EXISTING U.S. ROUTE 20 (AS MEASURED AT RIGHT ANGLES THERETO); THENCE NORTH 72 DEGREES 50 MINUTES 39 SECONDS WEST (NORTH 72 DEGREES 35 MINUTES 16 SECONDS WEST RECORD) ALONG THE SOUTHERLY LINE OF SAID DEDICATED LAND, 108.74 FEET (109.0 FEET DEED); THENCE SOUTH 80 DEGREES 25 MINUTES 28 SECONDS WEST (SOUTH 80 DEGREES 40 MINUTES 50 SECONDS WEST RECORD) ALONG SAID SOUTHERLY LINE, 176,92 FEET (177.40 FEET DEED); THENCE SOUTH 67 DEGREES 56 MINUTES 14:SECONDS WEST (SOUTH 67 DEGREES 45 MINUTES 28 SECONDS WEST RECORD)A CHORD DISTANCE OF 354.29 FEET(353.95 FEET RECORD), (SAID CHORD BEING PART OF A CURVE HAVING A RADIUS OF 272.00 FEET AND AN ARC DISTANCE OF 385.84 FEET(385.38 FEET RECORD) WHICH IS THE SOUTHERLY LINE OF SAID DEDICATED PROPERTY) TO A POINT HEREINAFTER KNOWN AS POINT B ON THE EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY, SAID LINE BEING 40.0 FEET EASTERLY OF AND PARALLEL TO A LINE DEFINED AS THE EASTERLY LINE IN DOCUMENTS 9899344 AND 9929391; THENCE SOUTH 05 DEGREES 46 MINUTES 42 SECONDS WEST (SOUTH 05 DEGREES 57 MINUTES 15 SECONDS WEST RECORD) ALONG SAID COMMONWEALTH EDISON PROPERTY, 363.69 FEET (362.82 FEET RECORD) TO AN ANGLE POINT; THENCE SOUTH 08 DEGREES 17 MINUTES 38 SECONDS WEST(SOUTH 08 DEGREES 24 MINUTES 57 SECONDS WEST RECORD)ALONG SAID EASTERLY LINE OF COMMONWEALTH EDISON PROPERTY, 139,50 FEET (139.49 FEET RECORD) TO THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20 AND ALSO BEING THE POINT OF BEGINNING; THENCE NORTH 08 DEGREES 17 MINUTES 38 SECONDS EAST (NORTH 08 DEGREES 24 MINUTES 57 SECONDS EAST RECORD) ALONG SAID EASTERLY LINE OF COMMONWEALTH EDISON PROPERTY, 139:50„FE-F,,T (139.49 FEET RECORD) TO AN ANGLE POINT; THENCE NORTH 05 DEGREES 46 MINUTES 42 SECONDS EAST (NORTH 05 DEGREES 57 MINUTES 15 SECONDS EAST RECORD) ALONG SAID COMMONWEALTH EDISON PROPERTY, 87.42 FEET TO THE EAST LINE OF SAID LOT 13; THENCE SOUTH 01 DEGREE 01 MINUTE 53 SECONDS EAST, 224.29 FEET TO SAID SOUTH LINE OF THE SOUTHWEST QUARTER OF SECTION 20; THENCE SOUTH 88 DEGREES 39 MINUTES 39 SECONDS WEST, 32.97 FEET ALONG SAID SOUTH LINE OF THE SOUTHWEST QUARTER OF SECTION 20 TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. TRACT 3 LEGAL DESCRIPTION: THAT PART OF LOTS 14 AND 15 IN COUNTY CLERK'S DIVISION OF SECTION 20, TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHEAST CORNER OF THE SOUTHWEST 1/4 OF SAID SECTION 20; THENCE NORTH 88 DEGREES 39 MINUTES 37 SECONDS EAST (NORTH 88 DEGREES 54 MINUTES 06 SECONDS EAST RECORD) ALONG THE SOUTH LINE OF SAID SECTION 20, 31.15 FEET(29.89 FEET RECORD) TO THE WESTERLY RIGHT OF WAY LINE OF THE ELGIN, JOLIET AND EASTERN RAILWAY COMPANY; THENCE NORTH 09 DEGREES 03 MINUTES .00 SECONDS EAST(NORTH 09 DEGREES ]5 MINUTES EAST RECORD)ALONG SAID WESTERLY RIGHT OF WAY LINE, 381.80 FEET TO THE CENTER LINE OF THE OLD ROAD (FOR A POINT HEREINAFTER KNOWN AS POINT A); THENCE NORTH 69 DEGREES 42 MINUTES 53 SECONDS WEST(NORTH 69 DEGREES 27 MINUTES 30 SECONDS WEST RECORD) ALONG SAID CENTER LINE, 815.99 FEET TO THE NORTH EAST CORNER OF LAND DEDICATED FOR PUBLIC HIGHWAY PURPOSES; THENCE SOUTH 17 DEGREES 09 MINUTES 20 SECONDS WEST(SOUTH 17 DEGREES 24 MINUTES 43 SECONDS WEST RECORD), 65.00 FEET TO A POINT 98.00 FEET SOUTHERLY OF THE CENTER LINE OF THE EXISTING U.S. ROUTE 20 (AS MEASURED AT RIGHT ANGLES THERETO); THENCE NORTH 72 DEGREES 50 MINUTES 39 SECONDS WEST (NORTH 72 DEGREES 35 MINUTES 16 SECONDS WEST RECORD) ALONG THE SOUTHERLY LINE OF SAID DEDICATED .LAND, 108.74 FEET (109.0 FEET DEED); THENCE SOUTH 80 DEGREES 25 MINUTES 28 SECONDS WEST (SOUTH 80 DEGREES 40 MINUTES 50 SECONDS WEST RECORD) ALONG SAID SOUTHERLY LINE, 176.92 FEET (177.40 FEET DEED); THENCE SOUTH 67 DEGREES 56 MINUTES 14 SECONDS WEST (SOUTH 67 DEGREES 45 MINUTES 28 SECONDS WEST RECORD)A CHORD DISTANCE OF 354.29 FEET(353.95 FEET RECORD),(SAID CHORD BEING PART OF A CURVE HAVING A RADIUS OF 272.00 FEET AND AN ARC DISTANCE OF 385.84 FEET(385.38 FEET RECORD) WHICH IS THE SOUTHERLY LINE OF SAID DEDICATED PROPERTY) TO A POINT HEREINAFTER KNOWN AS POINT B ON THE EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY, SAID LINE BEING 40.0 FEET EASTERLY OF AND PARALLEL TO A LINE DEFINED AS THE EASTERLY LINE IN DOCUMENTS 9899344 AND 9929391; THENCE SOUTH 05 DEGREES 46 MINUTES 42 SECONDS WEST (SOUTH 05 DEGREES 57 MINUTES 15 SECONDS WEST RECORD) ALONG SAID COMMONWEALTH EDISON PROPERTY, 39.27 FEET TO THE SOUTH LINE OF BLUFF CITY BOULEVARD (FRONTAGE ROAD) AND ALSO BEING THE POINT OF BEGINNING; THENCE NORTHEASTERLY ALONG A CURVE, CONCAVE NORTHWESTERLY, HAVING A RADIUS OF 340.00 FEET, AN ARC DISTANCE OF 331.30 FEET (332.83 FEET RECORD) AND CHORD BEARING NORTH 76 DEGREES 13 MINUTES 50 SECONDS EAST (NORTH 75 DEGREES 34 MINUTES 33 SECONDS EAST RECORD) TO A LINE 300.00 FEET EAST OF AND PARALLEL WITH SAID EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY; THENCE SOUTH 05 DEGREES 46 MINUTES 42 SECONDS WEST (SOUTH 05 DEGREES 57 MINUTES 15 SECONDS WEST RECORD), 437.53 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 08 DEGREES 17 MINUTES 38 SECONDS WEST (SOUTH 08 DEGREES 24 MINUTES 57 SECONDS WEST RECORD), 95.17 FEET (94.41 FEET RECORD) ALONG SAID PARALLEL LINE TO THE SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 20; THENCE SOUTH 88 DEGREES 39 MINUTES 39 SECONDS WEST (SOUTH 88 DEGREES 20 MINUTES 45 SECONDS WEST RECORD), ?71.32 FEET ALONG SAID SOUTH LINE OF THE SOUTHWEST QUARTER OF ' SAID SECTION 20 TO THE WEST LINE OF SAID LOT 14; THENCE NORTH 01 DEGREE 01 Ivlilv"i.JTE 53 SECONDS WEST, 224.29 FEET ALONG SAID WEST LINE OF LOT 14 TO SAID EASTERLY LINE OF COMMONWEALTHL;EDISON COMPANY PROPERTY; THENCE NORTH 05 DEGREES 46 MINUTES 42 SECONDS EAST (NORTH.05 DEGREES 57 MINUTES 15 SECONDS EAST RECORD), 237.00 FEET ALONG SAID EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY TO THE POINT OF BEGINNING, IN COOK COUNTY,ILLINOIS. TRACT 4 LEGAL DESCRIPTION: THAT PART OF LOTS 1 AND 2 IN COUNTY CLERK'S DIVISION OF SECTION 30,TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD WITH THE WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, ALONG SAID RAILROAD RIGHT OF WAY, 711.86 FEET(710.76 FEET RECORD) TO THE POINT OF BEGINNING; THENCE CONTINUING NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, ALONG SAID RAILROAD RIGHT OF WAY, 1358.07 FEET (I359.17 FEET RECORD) TO THE CENTERLINE OF GIFFORD ROAD; THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST, ALONG SAID CENTERLINE OF GIFFORD ROAD, 2657.57 FEET TO A POINT ON THE NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30; THENCE NORTH 88 DEGREES 10 MINUTES 34 SECONDS EAST; 350.34 FEET ALONG SAID NORTH LINE OF THE NORTHEAST QUARTER OF SAID SECTION 30 TO A LINE 350.00 FEET EAST OF AND PARALLEL WITH SAID CENTERLINE OF GIFFORD ROAD; THENCE SOUTH 00 DEGREES 41 MINUTES.05 SECONDS WEST, 15.58 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 00 DEGREES 45 MINUTES 57 SECONDS WEST, 573.16 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 89 DEGREES 26 MINUTES 23 SECONDS EAST; 834.87 FEET TO THE EAST LINE OF SAID NORTHEAST QUARTER OF SECTION 30; THENCE SOUTH 00 DEGREES 06 MINUTES 39 SECONDS WEST (SOUTH 00 DEGREES 12 MINUTES 15 SECONDS EAST RECORD), 1226.64 FEET; THENCE NORTH 87 DEGREES 20 MINUTES 16 SECONDS WEST, 388.07 FEET (388.09 FEET RECORD); THENCE SOUTH 00 DEGREES 45 MINUTES 57 SECONDS WEST, 596.39 FEET; THENCE SOUTH 87 DEGREES 20 MINUTES 16 SECONDS EAST, 394.90 FEET(394.92 FEET RECORD)TO SAID EAST LINE OF SAID NORTHEAST QUARTER OF SECTION 30; THENCE SOUTH 00 DEGREES 06 MINUTES 39 SECONDS WEST, 829.97 FEET ALONG SAID EAST LINE OF SAID NORTHEAST QUARTER AND THE SOUTHEAST QUARTER OF SECTION 30 TO THE POINT OF BEGINNING; EXCEPT THAT PART DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD AND THE WEST LINE OF THE COMMONWEALTH EDISON' RIGHT OF WAY, PER DOCUMENT NUMBER 9899344 AND 9929391; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, ALONG SAID NORTHERLY RIGHT OF WAY OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD, A DISTANCE OF 2069.93 FEET, TO THE CENTER LINE OF GIFFORD ROAD; THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS .EAST, ALONG SAID CENTER LINE OF GIFFORD ROAD, A DISTANCE OF 382.02 FEET;THENCE SOUTH 89 DEGREES 14 MINUTES 03 SECONDS EAST, PERPENDICULAR TO THE LAST DESCRIBED COURSE, A DISTANCE OF 33.00 FEET, TO THE POINT OF BEGINNING; THENCE NORTH 00 DEGREES 45 MINUTES 57 SECONDS EAST, A DISTANCE OF 588.60 FEET ALONG THE APPARENT EAST RIGHT OF WAY LINE OF GIFFORD ROAD; THENCE SOUTH 89 DEGREES 14 MINUTES 03 SECONDS EAST,A DISTANCE OF 712.48 FEET TO A LINE 66.00 FEET WEST OF AND PARALLEL TO THE WEST LINE OF PROPERTY CONVEYED TO WASTE MANAGEMENT OF ILLINOIS,INC.BY DEED DOCUMENT 0600443210 RECORDED JANUARY 4, 2006; THENCE SOUTH 0 DEGREES 45 MINUTES 57 SECONDS WEST, A DISTANCE OF 728.88 FEET ALONG SAID PARALLEL LINE; THENCE NORTH 87 DEGREES 20 MINUTES 16 SECONDS WEST, A DISTANCE OF 36.57 FEET; THENCE NORTH 49 DEGREES 39 MINUTES 46 SECONDS WEST, A DISTANCE OF 114.26 FEET; THENCE NORTH 84 DEGREES 31 MINUTES 54 SECONDS WEST, A DISTANCE OF 570.85 FEET; THENCE NORTH 43 DEGREES 24 MINUTES 12 SECONDS WEST, A DISTANCE OF 27.17 FEET TO THE POINT OF .BEGINNING, IN COOK COUNTY, ILLINOIS. "--TRACT 5 LEGAL DESCRIPTION: THAT PART OF LOTS 1,2 AND 4 IN COUNTY CLERK'S DIVISION OF THE WEST HALF OF SECTION 29, TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD WITH THE WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, ALONG SAID RAILROAD RIGHT OF WAY; 711.86 FEET (710.76 FEET RECORD); THENCE NORTH 00 DEGREES 06 MINUTES 39 SECONDS EAST, 82997 FEET ALONG THE WEST LINE OF THE SOUTHWEST QUARTER AND NORTHWEST QUARTER OF SAID SECTION 29; THENCE SOUTH 87 DEGREES 20 MINUTES 16 SECONDS EAST, 661.55 FEET; THENCE NORTH 08 DEGREES 23 MINUTES 10 SECONDS EAST, 599.05 FEET; THENCE NORTH 87 DEGREES 20 MINUTES 16 SECONDS WEST, 747.86 FEET TO THE WEST LINE OF SAID NORTHWEST QUARTER OF SECTION 29; THENCE NORTH 00 DEGREES 06 MINUTES 39 SECONDS EAST (NORTH 00 DEGREES 12 MINUTES 15 SECONDS EAST RECORD),1266.64 FEET ALONG SAID WEST LINE OF THE NORTHWEST QUARTER OF SECTION 29; THENCE SOUTH 89 DEGREES 26 MINUTES 23 SECONDS EAST, 866.57 FEET; THENCE NORTH 02 DEGREES 55 MINUTES 35 SECONDS EAST, 653.56 FEET TO THE NORTH LINE OF SAID NORTHWEST QUARTER OF SECTION 29; THENCE NORTH 88 DEGREES 39 MINUTES 39 SECONDS EAST (NORTH 88 DEGREES 20 MINUTES 45 SECONDS EAST), 171.80 FEET, ALONG SAID NORTH LINE OF THE NORTHWEST QUARTER OF SECTION 29 TO SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE SOUTH 05 DEGREES 57 MINUTES 54 SECONDS WEST, 728.86 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE SOUTH 08 DEGREES 23 MINUTES 10 SECONDS WEST, 2515.42 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY; THENCE SOUTH 00 DEGREES 10 MINUTES 09 SECONDS WEST, 453.90 FEET ALONG SAID WEST RIGHT OF WAY LINE OF THE COMMONWEALTH EDISON RIGHT OF WAY TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. TRACT 6 LEGAL DESCRIPTION: THAT PART OF LOTS 1, 2 AND 4 IN COUNTY CLERK'S DIVISION OF THE WEST HALF OF SECTION 29, TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, DESCRIBED AS. FOLLOWS: COMMENCING AT THE NORTHEAST CORNER OF THE NORTHWEST 1/4 OF SAID SECTION 29; THENCE NORTH 88 DEGREES 39 MINUTES 37 SECONDS EAST(NORTH 88 DEGREES 54 MINUTES 06 SECONDS EAST RECORD) ALONG THE NORTH LINE OF SAID SECTION 29,.31.15 FEET (29.89 FEET RECORD) TO THE WESTERLY RIGHT OF WAY LINE OF THE ELGIN, JOLIET AND EASTERN RAILWAY COMPANY; THENCE NORTH 09 DEGREES 03 MINUTES 00 SECONDS EAST(NORTH 09 DEGREES 15 MINUTES EAST RECORD) ALONG SAID WESTERLY RIGHT OF WAY LINE, 381.80 FEET TO THE CENTER LINE OF THE OLD ROAD (FOR A PONT HEREINAFTER KNOWN AS POINT A); THENCE NORTH 69 DEGREES 42 MINUTES 53 SECONDS WEST (NORTH 69 DEGREES 27 MINUTES 30 SECONDS WEST RECORD)-ALONG SAID CENTER LINE, 815.99 FEET TO THE NORTH EAST CORNER OF LAND DEDICATED FOR PUBLIC HIGHWAY PURPOSES; THENCE SOUTH 17 DEGREES 09 MINUTES 20 SECONDS WEST (SOUTH 17 DEGREES 24 MINUTES 43 SECONDS WEST RECORD), 65.00 FEET TO A POINT 98.00 FEET SOUTHERLY OF THE CENTER LINE OF THE EXISTING U.S. ROUTE 20 (AS MEASURED AT RIGHT ANGLES THERETO); THENCE NORTH 72 DEGREES 50 MINUTES 39 SECONDS WEST (NORTH 72 DEGREES 35 MINUTES 16 SECONDS WEST RECORD) ALONG THE SOUTHERLY LINE OF SAID DEDICATED LAND, 108.74 FEET (109.0 FEET DEED); THENCE SOUTH 80 DEGREES 25 MINUTES 28 SECONDS WEST(SOUTH 80 DEGREES 40 MINUTES 50 SECONDS WEST RECORD) ALONG SAID SOUTHERLY LINE, 176.92 FEET (177.40 FEET DEED); THENCE SOUTH 67 DEGREES 56 MINUTES 14 SECONDS WEST (SOUTH 67 DEGREES 45 MINUTES 28 SECONDS WEST RECORD) A CHORD DISTANCE OF 354.29 FEET (353.95 FEET RECORD), (SAID CHORD BEING PART OF A CURVE HAVING A RADIUS OF 272.00 FEET AND AN ARC DISTANCE OF 385.84 FEET (385.38 FEET RECORD) WHICH IS THE SOUTHERLY LINE OF SAID DEDICATED--,:PROPERTY) TO A POINT HEREINAFTER KNOWN AS POINT B ON THE.EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY, SAID LINE BEING 40.0 FEET EASTERLY OF AND PARALLEL TO A LINE DEFINED AS THE EASTERLY LINE IN DOCUMENTS 9899344 AND 9929391; THENCE SOUTH 05 DEGREES 46 MINUTES 42 SECONDS WEST (SOUTH 05 DEGREES 57 MINUTES 15 SECONDS WEST RECORD) ALONG SAID COMMONWEALTH. EDISON PROPERTY, 363.69 FEET (362.82 FEET RECORD) TO AN ANGLE POINT; THENCE SOUTH 08 DEGREES 17 MINUTES 38 SECONDS WEST (SOUTH 08 DEGREES 24 MINUTES 57 SECONDS WEST RECORD) ALONG SAID EASTERLY LINE OF COMMONWEALTH EDISON PROPERTY, 139.50 FEET (139.49 FEET RECORD) TO THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 29 AND ALSO BEING THE POINT OF BEGINNING; THENCE NORTH 88 DEGREES 39 MINUTES 39 SECONDS EAST, 304.29 FEET TO A LINE 300.00 FEET EAST OF AND PARALLEL WITH SAID EASTERLY LINE OF COMMONWEALTH EDISON COMPANY PROPERTY; THENCE SOUTH 08 . DEGREES 17 MINUTES 38 SECONDS WEST (SOUTH 08 DEGREES 24 MINUTES 57 SECONDS WEST RECORD), 33.25 FEET ALONG SAID PARALLEL LINE; THENCE SOUTH 77 DEGREES 03 MINUTES 59 SECONDS EAST, 45.75 FEET; THENCE SOUTH 08 DEGREES 16 MINUTES 15 SECONDS WEST, 1033.25 FEET; THENCE SOUTH 77 DEGREES 03 MINUTES 59 SECONDS EAST, 1008.39 FEET TO THE WESTERLY LINE OF THE AFORESAID ELGIN, JOLIET AND EASTERN RAILWAY COMPANY;THENCE SOUTH 09 DEGREES 03 MINUTES 00 SECONDS WEST,ALONG SAID WESTERLY LINE OF THE ELGIN, JOLIET AND EASTERN RAILWAY COMPANY, 2542.61 FEET TO A POINT 580.23 FEET NORTHERLY OF THE NORTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD AS MEASURED ALONG SAID WESTERLY LINE OF THE ELGIN, JOLIET AND EASTERN RAILWAY COMPANY; THENCE NORTH 77 DEGREES 03 MINUTES 59 SECONDS WEST, 1285.10 FEET TO SAID EASTERLY LINE OF COMMONWEALTH EDISON PROPERTY; THENCE NORTH 00 DEGREES 20 MINUTES 30 SECONDS EAST, 265.03 FEET; THENCE NORTH 08 DEGREES 17 MINUTES 38 SECONDS EAST, 3276.81 FEET ALONG SAID EASTERLY LINE OF COMMONWEALTH EDISON PROPERTY TO THE POINT OF BEGINNING,N COOK COUNTY,ILLINOIS. TRACT 7 LEGAL DESCRIPTION: THAT PART OF SECTION 30, TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN DESCRIBED AS FOLLOWS: COMMENCING AT A POINT OF INTERSECTION OF THE NORTH LINE OF THE SOUTH 1500 FEET OF SAID SECTION 30 AND THE CENTERLINE OF GIFFORD ROAD; THENCE NORTH 01 DEGREES 35 MINUTES 54 SECONDS EAST, A DISTANCE OF 886.52 FEET, ALONG SAID CENTERLNE OF GIFFORD ROAD TO THE POINT OF BEGINNING; THENCE NORTH 01 DEGREES 35 MINUTES 54 SECONDS EAST, A DISTANCE OF 186.35 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE SOUTH 62 DEGREES 45 MINUTES 34 SECONDS EAST, A DISTANCE OF 1360.41 FEET TO A POINT ON THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 30; THENCE SOUTH 00 DEGREES 06 MINUTES 39 SECONDS WEST, A DISTANCE OF 64.84.FEET ALONG SAID EAST LINE; THENCE NORTH 68 DEGREES 21 MINUTES 17 SECONDS WEST, A DISTANCE OF 57.45 FEET; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 985.00 FEET, AN ARC DISTANCE OF 96.19 FEET AND CHORD BEARING NORTH 65 DEGREES 33 MINUTES 25 SECONDS WEST; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, A DISTANCE OF 167.45 FEET ALONG A LINE PARALLEL WITH SAID SOUTH RIGHT OF WAY LINE; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 590.00 FEET, AN ARC DISTANCE OF 58.95 FEET AND CHORD BEARING NORTH 59 DEGREES 53 MINUTES 49 SECONDS WEST; THENCE NORTH 57 DEGREES 02 MINUTES 04 SECONDS WEST, A DISTANCE OF 110.85 FEET; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, A DISTANCE OF 317.54 FEET ALONG A LINE PARALLEL WITH SAID SOUTH RIGHT OF WAY LINE; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 460.00 FEET_, AN ARC DISTANCE OF 189.71 FEET AND CHORD BEARING NORTH 74 DEGREES 34 MINUTES 27 SECONDS WEST; THENCE NORTH 86 DEGREES 23 MINUTES 20 SECONDS WEST,A DISTANCE OF 85.70 FEET; THENCE NORTH WESTERLY•ALONG A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 490.00 FEET, AN ARC DISTANCE OF 202.08 FEET AND CHORD BEARING NORTH 74 DEGREES 34 MINUTES 27 SECONDS WEST; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, A DISTANCE OF 42.68 FEET ALONG A LINE PARALLEL WITH SAID SOUTH RIGHT OF WAY LINE, TO THE PONT OF BEGINNING, IN COOK COUNTY, ILLINOIS. TRACT 8 LEGAL DESCRIPTION: THAT PART OF THE EAST 1/2 OF THE SOUTHEAST 1/4 OF SECTION 30,TOWNSHIP 41 NORTH, RANGE 9 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY, ILLINOIS, LYING EAST OF THE CENTERLINE OF GIFFORD ROAD, SOUTHWESTERLY OF THE RIGHT OF WAY OF THE CHICAGO, MILWAUKEE, ST, PAUL AND PACIFIC RAILWAY, AND NORTH OF THE CENTER LINE OF SPAULDING ROAD, EXCEPT THAT PART DESCRIBED AS FOLLOWS: BEGINNING AT A RAILROAD SPIKE IN CONCRETE (SAID RAILROAD SPIKE BEING ON THE EAST LINE OF SAID SOUTHEAST 1/4 112.22 FEET SOUTH OF THE INTERSECTION OF SAID EAST LINE WITH THE SOUTHERLY RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD COMPANY); THENCE SOUTH 0 DEGREES ALONG THE EAST LINE OF SAID SOUTHEAST 1/4, 1182.07 FEET TO THE CENTER LINE OF SPAULDING ROAD; THENCE NORTH 88 DEGREES 28 MINUTES 06 SECONDS WEST ALONG SAID CENTER LINE 1273.35 FEET TO THE CENTER LINE OF GIFFORD ROAD; THENCE NORTH 01 DEGREE 47 MINUTES 34 SECONDS EAST ALONG SAID CENTER LINE 1168.49 FEET; THENCE SOUTH 89 DEGREES 33 MINUTES 23 SECONDS EAST 1236.38 FEET TO A POINT 10.31 FEET NORTH OF THE POINT OF BEGINNING (AS MEASURED ALONG SAID EAST LINE OF SOUTHEAST 1/4); THENCE SOUTH 0 DEGREES ALONG SAID EAST LINE 10.31 FEET TO THE POINT OF BEGINNING, IN COOK COUNTY, ILLINOIS. ALSO EXCEPT THAT PART DESCRIBED AS FOLLOWS: COMMENCING AT A POINT OF INTERSECTION OF THE NORTH LINE OF THE SOUTH 1500 FEET OF SAID SECTION 30 AND THE CENTERLINE OF GIFFORD ROAD; THENCE NORTH 01 DEGREES 35 MINUTES 54 SECONDS EAST, A DISTANCE OF 886.52 FEET, ALONG SAID CENTERLINE OF GIFFORD ROAD TO THE POINT OF BEGINNING; THENCE NORTH 01 DEGREES 35 MINUTES 54 SECONDS EAST, A DISTANCE OF 186.35 FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF THE CHICAGO, MILWAUKEE, ST. PAUL AND PACIFIC RAILROAD; THENCE SOUTH 62 DEGREES 45 MINUTES 34 SECONDS EAST,A DISTANCE OF 1360.41 FEET TO A POINT ON THE EAST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 30; THENCE SOUTH 00 DEGREES 06 MINUTES 39 SECONDS WEST, A DISTANCE OF 64.84 FEET ALONG SAID EAST LINE;THENCE NORTH 68 DEGREES 21 MINUTES 17 SECONDS, WEST, A DISTANCE OF 57.45 FEET; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 985.00 FEET, AN ARC DISTANCE OF 96.19 FEET AND CHORD BEARING NORTH 65 DEGREES 33 MrNlUTES 25 SECONDS WEST; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, A DISTANCE OF 167.45 FEET ALONG A LINE PARALLEL WITH SAID SOUTH RIGHT OF WAY LINE; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 590.00 FEET, AN ARC DISTANCE OF 58.95 FEET AND CHORD BEARING NORTH 59 DEGREES 53 MINUTES 49 SECONDS WEST;THENCE NORTH 57 DEGREES 02 MINUTES 04 SECONDS WEST,A DISTANCE OF 110.85 FEET;THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST,A DISTANCE OF 317.54 FEET ALONG A LINE PARALLEL WITH SAID SOUTH RIGHT OF WAY LINE; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE SOUTHWESTERLY, HAVING A RADIUS OF 460.00 FEET, AN ARC DISTANCE OF 189.71 FEET AND CHORD BEARING NORTH 74 DEGREES 34 MINUTES 27 SECONDS WEST;. THENCE NORTH 86 DEGREES 23 MINUTES 20 SECONDS WEST, A DISTANCE OF 85.70 FEET; THENCE NORTHWESTERLY ALONG A CURVE, CONCAVE NORTHEASTERLY, HAVING A RADIUS OF 490.00 FEET, AN ARC DISTANCE OF 202.08 FEET AND CHORD BEARING NORTH 74 DEGREES 34 MINUTES 27 SECONDS WEST; THENCE NORTH 62 DEGREES 45 MINUTES 34 SECONDS WEST, A DISTANCE OF 42.68 FEET ALONG A LINE PARALLEL WITH SAID SOUTH RIGHT OF WAY LINE, TO THE POINT OF BEGINNING,IN COOK COUNTY, ILLINOIS. TRACT 9 LEGAL DESCRIPTION: _ 1 LOTS I AND OUTLOT A IN GRABER SUBDIVISION, BEING A SUBDIVISION OF PART OF THE EAST HALF OF THE SOUTHEAST QUARTER OF SECTION 30,TOWNSHIP 41 NORTH, RANGE 9, EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED DECEMBER 29, 2009 AS DOCUMENT NO. 0936316047; IN COOK COUNTY, ILLINOIS. N:\biuf-bity\883\Sun,ey\Elgin TIF Exhibit\Exhibit B-2 Legal Desc 4-06-1 Ldoc E\HIBIT C FORMS OF NOTES 37 FORNI OF 2012A JUNIOR NOTE STATE OF ILLINOIS COUNTIES OF COOK,DUPAGE, AND KANE CITY OF ELGIN JUNIOR LIEN LIMITED REVENUE NOTE (BLUFF CITY QUARRY PROJECT), SERIES 2012A SOLE NOTE: MAXIMUM AMOUNT: REGISTERED REGISTERED No. ONE $13,500;000 KNOW ALL PERSONS BY THESE PRESENTS that the City OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS (the "City"), a municipality, home rule unit and body corporate and politic duly organized under the laws of the State of Illinois; for value received hereby acknowledges itself to owe and promises to pay to the Registered Owner hereof, or registered assigns, the Outstanding Principal Amount of this Note, as hereinafter described, on the Final Maturity hereof. "Final Maturity" means the earliest to occur of(a) the date on which the City has made provision for or payment in full of all principal of and interest on this Note or (b) the earlier of(i) the date which is 20 years from the Dated Date or (ii) May 11, 2034, as provided in the hereinafter defined Redevelopment Agreement; and to pay interest at the hereinafter defined Interest Rate (computed on the basis of a 360-day year of twelve 30-day months) on such Outstanding Principal Amount on January 1 of each year (being the "Regular Interest Payment Date") until paid, commencing on the first January 1 following the Dated Date on which funds are available and on deposit in the hereinafter defined Series 2012A Junior Note Fund, except as the hereinafter stated provisions for redemption prior to maturity may and shall become applicable hereto. The "Outstanding Principal Amount" is that amount, not to exceed the Face Amount of this Note as set forth above, shown as advanced in even multiples of $1,000 from -3 8- time to time and received by the City for value, as is noted on this Note in the form of Advances for Value hereon, less payments of principal hereon. The Interest Rate is a rate percent per annum which is equal to percent (_%). The Dated Date hereof shall be deemed to be the first date on which the Outstanding Principal Amount equals not less than the sum of$50,000, being 2012. Interest when due ("Current Interest") shall be paid from the later of the Dated Date or from the most recent Regular Interest Payment Date to which interest has been paid or duly provided for, until the principal amount of the Note is paid or duly provided for, as provided from the Note Fund, and if funds on deposit therein and to the credit thereof are insufficient for such purpose, such failure to pay shall not in and of itself constitute an event of default, but such interest shall thereupon be recorded by the Note Registrar as Deferred Accrued Interest ("Deferred Accrued Interest"). Deferred Accrued Interest which is owing and unpaid shall not itself bear interest. The order of payment of interest on this Note shall be first, Deferred Accrued Interest, second, Current Interest, and next, mandatory redemption of the Outstanding Principal Amount, as adjusted and shown as advanced in the form of Advances for Value hereon. Failure to pay when due any installment of Current Interest or any amount of Outstanding Principal Amount due to insufficiency of the hereinafter defined Limited Incremental Property Taxes, whether at a Regular Interest Payment Date, at Stated Maturity, Final Maturity or otherwise, shall in no event be deemed to be an event of default hereon. The Registered Owner of this Note, by acceptance hereof, hereby expressly agrees and acknowledges that (i) there may be Deferred Accrued Interest hereon, that is, that Current Interest may not have been paid, without any special notation having been made upon this Note, and (ii) the amounts due and payable of Outstanding Principal Amount hereof and interest hereon are subject to adjustment as provided in the hereinafter defined Redevelopment Agreement. -39- The principal of this Note shall be payable by check of draft in lawful money of the United States of America upon presentation at the principal office maintained for the purpose by the City Treasurer, as paying agent and note registrar (the "Note Registrar"). Interest on this Note shall be paid to the Registered Owner hereof as shown on the Register at the close of business on the Record Date. Interest hereon shall be paid by check or draft of the Issuer, payable upon presentation thereof in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on the Register or at such other address furnished to the Note Registrar in writing or as directed by such Registered Owner, all as provided in the hereinafter defined Note Ordinance. This Note is a term note and is subject to mandatory redemption by operation of the Series 2012A Junior Note Fund of the General Subaccount of the Sub-STAF Gifford 300 Account of the Special Tax Allocation Fund (the "Series 2012A Junior Note Fund") at a price of par plus accrued interest without premium, on any date, whenever an annual Accounting shall demonstrate that there is on deposit in the Series 2012A Junior Note Fund an amount in excess of the amount required to pay all Deferred Accrued Interest and to pay Current Interest due and payable during the Note Year commencing on the January 1 next succeeding such Accounting. The Note Registrar shall make provision for the mandatory redemption of this Note to the fullest extent practicable from such excess. The Issuer covenants that it will cause the Note Registrar to redeem this Note pursuant to the mandatory redemption required for this Note. Proper provision for mandatory redemption having been made, the Issuer covenants that the Outstanding Principal Amount hereof to be redeemed shall be payable as at Stated Maturity. -40- This Note is also subject to redemption prior to maturity; at the option of the Issuer; in whole or in part; from any available funds, on any date, at the redemption price of par plus accrued interest to the date fixed for redemption, and as further provided in the Note Ordinance. Subject to the provisions of the hereinafter defined Note Ordinance, this Note may be transferred as a whole but not in part. Upon surrender hereof at the principal office maintained for the purpose by the Note Registrar, accompanied by a written instrument or instruments of transfer in form satisfactory to the Note Registrar and duly executed by the Registered Owner or an attorney for such owner duly authorized in writing, the Note Registrar shall register this Note in the name of the new Registered Owner on the registration grid provided herein, and shall also enter the name and address of the new registered owner in the Note Registrar. The person in whose name this Note is registered on the Note Register shall be deemed and regarded as the absolute owner hereof for all purposes, and payment of the principal of or interest hereon shall be made only to or upon the order of the Registered Owner hereof or the owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid. This Note is issued pursuant to Division 74.4 of Article 1 1 of the Illinois Municipal Code (the "TIF Act"), and all laws amendatory thereof and supplemental thereto, and specifically as supplemented by the home rule powers of the City pursuant to Section 6 of Article VII of the 1970 Constitution of the State of Illinois (collectively, the "Act"), and the principal of and interest, and premium, if any, hereon are payable solely from (i) a portion of the ad valorem taxes, if any, arising from the taxes levied upon taxable real property in a portion of the Bluff City Quarry Redevelopment Project Area heretofore designated by the Issuer in accord with the provisions of the TIF Act (the "Redevelopment Project Ai-ea") by any and all taxing districts or municipal corporations having the power to tax real property in the Redevelopment Project Area, -41- which taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot; block; tract or parcel of real property in the Redevelopment Project Area over and above the initial equalized assessed value of each such piece of property; all as determined in accordance with the provisions of the TIF Act (if. as and when received, the "Incremental Property Taxes") (said portion of the Incremental Property Taxes being the "Limited Incremental Property Taxes"), and on deposit in and pledged to the Series 2012A Junior Note Fund of the of the General Subaccount of the sub-STAF Gifford 300 Account of the Bluff City Quarry Redevelopment Project Area Special Tax Allocation Fund (the "Special Tax Allocation Fund") heretofore established by the City in connection with the designation of the Redevelopment Project Area and (ii) the investment earnings thereon (the Limited Incremental Property Taxes and the investment earnings thereon being, collectively; the "Pledged Moneys" under the hereinafter defined Note Ordinance). This Note is being issued for the purposes of paying or reimbursing a portion of certain costs of a redevelopment project in the Redevelopment Project Area, all as more fully described in proceedings adopted by the City Council of the City (the "Coiporrate Authorities") pursuant to the Act and in an ordinance authorizing the issuance of this Note adopted by the Corporate Authorities on the day of 2012; and authorizing the issuance hereof (the "Note Ordinance"), and in that certain Redevelopment Agreement by and between the City and the Developer, and relating to the Redevelopment Project Area (as supplemented or amended, the "Redevelopment Agreement"), to all the provisions of which the holder by the acceptance of this Note assents. Under the Act, the Note Ordinance, and the Redevelopment Agreement, the Incremental Property Taxes shall be deposited in the Special Tax Allocation Fund. Limited Incremental Property Taxes on deposit in the Series 2012A Junior Note Fund shall be used first and are pledged for paying the principal of and interest on this Note and then in making any further -42- required payments to any funds and accounts as provided by the terms of the Note Ordinance. Terms used but not defined herein shall have the same s meaning provided in the Note ., Ordinance and the Redevelopment Agreement. This Note, together with the interest thereon, is a limited obligation of the Issuer, payable solely from the Pledged Moneys and the amounts on deposit in and pledged to the Series 2012A Junior Note Fund as provided in the Note Ordinance and the Redevelopment Agreement. Additional obligations on a parity with this Note may be issued as in the Note Ordinance provided. For the prompt payment of this Note, both principal and interest; as aforesaid; at Stated Maturity, the Pledged Moneys are hereby irrevocably pledged. THIS NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY r i CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NO HOLDER OF THIS NOTE SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE ISSUER FOR PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON. The Issuer hereby expressly finds and determines that the Final Maturity of this Note does not exceed the earlier of (i) the date which is twenty (20) years from the Dated Date or (ii) the twenty-third (23rd) anniversary of the date of designation by the Corporate Authorities of the Redevelopment Project Area, to-wit: May 11; 2034. It is hereby expressly provided that the Pay-As-You-Go Requirement set forth in the Redevelopment Agreement shall survive the Final Maturity of this Note. Any payments made by the City pursuant to said Pay-As-You-Go Requirement shall not be deemed to be payments of principal of or interest on this Note but rather shall constitute satisfaction of the contractual requirements thereupon imposed upon the City. It is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this Note did exist, have happened, been -43- done and performed in regular and due form and time as required by law, and the Issuer hereby covenants and agrees that it has made provision for the segregation of the Pledged Moneys and that it will properly account for said taxes and will comply with all the covenants of and maintain the funds and accounts as provided by the Note Ordinance and the Redevelopment Agreement. 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. The tables and forms following the signatures on this Note and entitled Advances for Value and Registered Owner Notation are an integral part of this Note as if in each case fully set forth at this place and are incorporated herein by this reference. -44- IN WITNESS WHEREOF the City has caused this Note to be signed by the manual or duly authorized facsimile signatures of its Mayor and by its City Clerk and its corporate seal or a facsimile thereof to be hereunto affixed; all as of the date of delivery hereof, to wit, the day of . 2012. CITY OF ELGIN, KANE AND COOK COUNTIES. ILLINOIS [SEAL] By Mayor; City of Elgin; Kane and Cook Counties, Illinois Attest: City Clerk, City of Elgin; Kane and Cook Counties, Illinois Date of Authentication: , 2012. CERTIFICATE Note Registrar and Paying Agent: City OF Treasurer, City of Elgin. Kane and AUTHENTICATION Cook Counties, Illinois This Note is the Note described in the within mentioned Note Ordinance and is the Junior Lien Limited Revenue Note, Series 2012A (Bluff City Quarry Project), of the City of Elgin, Kane and Cook Counties, Illinois. City Treasurer, as Note Registrar By -45- STATE OF ILLINOIS COUNTIES OF KANE AND COOK CITY OF ELGIN JUNIOR LIEN LINuTED REVENUE NOTE, SERIES 2012A (BLUFF CITY QUARRY PROJECT SOLE NOTE: MA\IN1UN1 AMOUNT: REGISTERED REGISTERED No. ONE 513,500,000 ADVANCES FOR VALUE This Note is valid to the amount set forth below, the aggregate of said amounts being its Outstanding Principal Amount. SIGNATURE OF AMOUNT ADVANCED DATE ADVANCED CITY TREASURER 50.000 . 2012 STATE OF ILLINOIS COUNTIES OF KANE AND COOK CITY OF ELGIN JUNIOR LIEN UmITED REVENUE NOTE, SERIES 2012A (BLUFF CITY QUARRY PROJECT) SOLE NOTE: MAXI1MU�9 AMOUNT: REGISTERED REGISTERED No. ONE S13,500,000 REGISTERED OWNER NOTATION This Note shall be registered on the Note Register of the City kept for the purpose by the City Treasurer; as Note Registrar. The principal and interest on this Note shall be payable only to or upon the order of the Registered Owner or such owner's legal representative. No registration hereof shall be valid unless signed by the Note Registrar. DATE OF NAME OF SIGNATURE OF REGISTRATION REGISTERED ONVNER CITY TREASURER . 2012 FORM OF SUBORDINATE NOTE STATE OF ILLINNOIS COUNTIES OF COOK- DUPAGE- AND KANE CITY OF ELGIN SUBORDINATE LIEN LIMITED REVENUE NOTE (BLUFF CITY QUARRY PROJECT), SERIES 20 SOLE NOTE: MAXIMUM AmoUNT: REGISTERED REGISTERED No. ONE $_,_,000 KNOW ALL PERSONS BY THESE PRESENTS that the City OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS (the "City"). a municipality, home rule unit and body corporate and politic duly organized under the laws of the State of Illinois, for value received hereby acknowledges itself to owe and promises to pay to the Registered Owner hereof. or registered assigns, the Outstanding Principal Amount of this Note, as hereinafter described, on the Final Maturity hereof. "Final Maturity" means the earliest to occur of(a) the date on which the City has made provision for or payment in full of all principal of and interest on this Note or (b) the earlier of(1) the date which is 20 years from the Dated Date or (ii) May 11, 2034, as provided in the hereinafter defined Redevelopment Agreement, and to pay interest at the hereinafter defined Interest Rate (computed on the basis of a 360-day year of twelve 30-day months) on such Outstanding Principal Amount on January 1 of each year (being the "Regular Interest Payment Date") until paid, commencing on the first January 1 following the Dated Date on which funds are available and on deposit in the hereinafter defined Gifford 300 Subordinate Note Fund, except as the hereinafter stated provisions for redemption prior to maturity may and shall become applicable hereto. The "Outstanding Principal Amount" is that amount, not to exceed the Face Amount of this Note as set forth above, shown as advanced in even multiples of $1,000 from 0-03-0-Bluff City Quarry Proj-Jr Lien Note-SS-13- VAC 2188126Elainpmc/I 1/12/13 time to time and received by the City for value, as is noted on this Note in the form of Advances for Value hereon, less payments of principal hereon. The Interest Rate is a rate percent per annum which is equal to percent (_%). The Dated Date hereof shall be deemed to be the first date on which the Outstanding Principal Amount equals not less than the sum of$50,000, being 2012. Interest when due ("Current Interest") shall be paid from the later of the Dated Date or from the most recent Regular Interest Payment Date to which interest has been paid or duly provided for, until the principal amount of the Note is paid or duly provided for, as provided from the Note Fund, and if funds on deposit therein and to the credit thereof are insufficient for such purpose, such failure to pay shall not in and of itself constitute an event of default, but such interest shall thereupon be recorded by the Note Registrar as Deferred Accrued Interest ("Deferred Accrued Interest"). Deferred Accrued Interest which is owing and unpaid shall not itself bear interest. The order of payment of interest on this Note shall be first, Deferred Accrued Interest, second, Current Interest, and neat, mandatory redemption of the Outstanding Principal Amount, as adjusted and shown as advanced in the form of Advances for Value hereon. Failure to pay when due any installment of Current Interest or any amount of Outstanding Principal Amount due to insufficiency of the hereinafter defined Limited Incremental Property Taxes, whether at a Regular Interest Payment Date, at Stated Maturity, Final Maturity or otherwise, shall in no event be deemed to be an event of default hereon. The Registered Owner of this Note, by acceptance hereof, hereby expressly agrees and acknowledges that (i) there may be Deferred Accrued Interest hereon, that is, that Current Interest may not have been paid, without any special notation having been made upon this Note, and (ii) the amounts due and payable of Outstanding Principal Amount hereof and interest hereon are subject to adjustment as provided in the hereinafter defined Redevelopment Agreement. -2- The principal of this Note shall be payable by check of draft in lawful money of the United States of America upon presentation at the principal office maintained for the purpose by the City Treasurer, as paying agent and note registrar (the "Note Registrar"). Interest on this Note shall be paid to the Registered Owner hereof as shown on the Register at the close of business on the Record Date. Interest hereon shall be paid by check or draft of the Issuer. payable upon presentation thereof in lawful money of the United States of America; mailed to the address of such Registered Owner as it appears on the Register or at such other address furnished to the Note Registrar in writing or as directed by such Registered Owner. all as provided in the hereinafter defined Note Ordinance. This Note is a term note and is subject to mandatory redemption by operation of the Gifford 300 Subordinate Note Fund of the General Subaccount of the Sub-STAF Gifford 300 Account of the Special Tax Allocation Fund (the "Gifford 300 Subordinate Note Fund") at a price of par plus accrued interest without premium; on any date; whenever an annual Accounting shall demonstrate that there is on deposit in the Gifford 300 Subordinate Note Fund an amount in excess of the amount required to pay all Deferred Accrued Interest and to pay Current Interest due and payable during the Note Year commencing on the January 1 next succeeding such Accounting. The Note Registrar shall make provision for the mandatory redemption of this Note to the fullest extent practicable from such excess. The Issuer covenants that it will cause the Note Registrar to redeem this Note pursuant to the mandatory redemption required for this Note. Proper provision for mandatory redemption having been made, the Issuer covenants that the Outstanding Principal Amount hereof to be redeemed shall be payable as at Stated Maturity. This Note is also subject to redemption prior to maturity, at the option of the Issuer. in whole or in part, from any available funds, on any date, at the redemption price of par plus accrued interest to the date fixed for redemption, and as further provided in the Note Ordinance. Subject to the provisions of the hereinafter defined Note Ordinance, this Note may be transferred as a whole but not in part. Upon surrender hereof at the principal office maintained for the purpose by the Note Registrar, accompanied by a written instrument or instruments of transfer in form satisfactory to the Note Registrar and duly executed by the Registered Owner or an attorney for such owner duly authorized in writing, the Note Registrar shall register this Note in the name of the new Registered Owner on the registration grid provided herein, and shall also enter the name and address of the new registered owner in the Note Registrar. The person in whose name this Note is registered on the Note Register shall be deemed and regarded as the absolute owner hereof for all purposes, and payment of the principal of or interest hereon shall be made only to or upon the order of the Registered Owner hereof or the owners legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon this Note to the extent of the sum or sums so paid. This Note is issued pursuant to Division 74.4 of Article 11 of the Illinois Municipal Code (the "TIF Act"), and all laws amendatory thereof and supplemental thereto, and specifically as supplemented by the home rule powers of the City pursuant to Section 6 of Article VII of the 1970 Constitution of the State of Illinois (collectively, the "Act"), and the principal of and interest, and premium, if any, hereon are payable solely from (i) a portion of the ad valorem taxes, if any, arising from the taxes levied upon taxable real property in a portion of the Bluff City Quarry Redevelopment Project Area heretofore designated by the Issuer in accord with the provisions of the TIF Act (the "Redevelopment Project Ai-ea") by any and all taxing districts or municipal corporations having the power to tax real property in the Redevelopment Project Area, -4- which taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot; block; tract or parcel of real property in the Redevelopment Project Area over and above the initial equalized assessed value of each such piece of property; all as determined in accordance with the provisions of the TIF Act (the "Incremental Property Taxes") (said portion of the Incremental Property Taxes being the "Limited Incremental Property Taxes"), and on deposit in and pledged to the Gifford 300 Subordinate Note Fund of the of the General Subaccount of the sub-STAF Gifford 300 Account of the Bluff City Quarry Redevelopment Project Area Special Tax Allocation Fund (the "Special Tax Allocation Fund") heretofore established by the City in connection with the designation of the Redevelopment Project Area and (ii) the investment earnings thereon (the Limited Incremental Property Taxes and the investment earnings thereon being; collectively; the "Pledged Moneys" under the hereinafter defined Note Ordinance). This Note is being issued for the purposes of paying or reimbursing a portion of certain costs of a redevelopment project in the Redevelopment Project Area, all as more fully described in proceedings adopted by the City Council of the City (the "Corporate Authorities") pursuant to the Act and in an ordinance authorizing the issuance of this Note adopted by the Corporate Authorities on the day of 2012, and authorizing the issuance hereof (the "Note Ordinance"), and in that certain Redevelopment Agreement by and between the City and the Developer, and relating to the Redevelopment Project Area (as supplemented or amended, the "Redevelopment Agreement"), to all the provisions of which the holder by the acceptance of this Note assents. Under the Act, the Note Ordinance, and the Redevelopment Agreement, the Incremental Property Taxes shall be deposited in the Special Tax Allocation Fund. Limited Incremental Property Taxes on deposit in the Series 2012A Junior Note Fund shall be used first and are pledged for paying the principal of and interest on this Note and then in making any further required payments to any funds and accounts as provided by the -5- terms of the Note Ordinance. Terms used but not defined herein shall have the same meaning as provided in the Note Ordinance and the Redevelopment Agreement. This Note; together with the interest thereon; is a limited obligation of the Issuer; payable solely from the Pledged Moneys and the amounts on deposit in and pledged to the Gifford 300 Subordinate Note Fund as provided in the Note Ordinance and the Redevelopment Agreement. Additional obligations on a parity with this Note may be issued as in the Note Ordinance provided. For the prompt payment of this Note; both principal and interest, as aforesaid; at Stated Maturity, the Pledged Moneys are hereby irrevocably pledged. THIS NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NO HOLDER OF THIS NOTE SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE ISSUER FOR PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON. The Issuer hereby expressly finds and determines that the Final Maturity of this Note does not exceed the earlier of (i) the date which is twenty (20) years from the Dated Date or (ii) the twenty-third (23rd) anniversary of the date of designation by the Corporate Authorities of the Redevelopment Project Area, to-wit: May 1 1, 2034. It is hereby expressly provided that the Pay-As-You-Go Requirement set forth in the Redevelopment Agreement shall survive the Final Maturity of this Note. Any payments made by the City pursuant to said Pay-As-You-Go Requirement shall not be deemed to be payments of principal of or interest on this Note but rather shall constitute satisfaction of the contractual requirements thereupon imposed upon the City. It is hereby certified and recited that all conditions; acts and things required by law to exist or to be done precedent to and in the issuance of this Note did exist, have happened, been done and performed in regular and due form and time as required by law, and the Issuer hereby -6- covenants and agrees that it has made provision for the segregation of the Pledged Moneys and that it will properly account for said taxes and will comply with all the covenants of and maintain the funds and accounts as provided by the Note Ordinance and the Redevelopment Agreement. 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. The tables and forms following the signatures on this Note and entitled Advances for Value and Registered Owner Notation are an integral part of this Note as if in each case fully set forth at this place and are incorporated herein by this reference. -7- IN WITNESS WHEREOF the City has caused this Note to be signed by the manual or duly authorized facsimile signatures of its Mayor and by its City Clerk and its corporate seal or a facsimile thereof to be hereunto affixed, all as of the date of delivery hereof, to wit; the day of . 20—. CITY OF ELGIN, KANE AND COOK COUNTIES. ILLINOIS [SEAL] By Mayor, City of Elgin, Kane and Cook Counties, Illinois Attest: City Clerk, City of Elgin, Kane and Cook Counties, Illinois Date of Authentication: . 20 CERTIFICATE Note Registrar and Paying Agent: City OF Treasurer, City of Elgin, Kane and AUTHENTICATION Cook Counties, Illinois This Note is the Note described in the within mentioned Note Ordinance and is the Subordinate Lien Limited Revenue Note (Bluff City Quarry Project), Series 20_, of the City of Elgin. Kane and Cook Counties, Illinois. City Treasurer, as Note Registrar By -8- STATE OF ILLINOIS COUNTIES OF KANE AND COOK CITY OF ELGIN SUBORDINATE LIEN LuNuTED REVENUE NOTE (BLUFF CITY QUARRY PROJECT),SERIES 20_ SOLE NOTE: MA\INIUNI AmoUNT: REGISTERED REGISTERED No. ONE S_,_,000 ADVANCES FOR VALUE This Note is valid to the amount set forth below, the aggregate of said amounts being its Outstanding Principal Amount. SIGNATURE OF AMOUNT ADVANCED DATE ADVANCED CITY TREASURER 50,000 20 STATE OF ILLINOIS COUNTIES OF KANE AND COOK CITY OF ELGIN SUBORDINATE LIEN LIll11TED REVENUE NOTE (BLUFF CITY QUARRY PROJECT, SERIES 20_ SOLE NOTE: MA\I!l9u!m AN,IOUNT: REGISTERED REGISTERED No.ONE S_,_,000 REGISTERED OWNER NOTATION This Note shall be registered on the Note Register of the City kept for the purpose by the City Treasurer, as Note Registrar. The principal and interest on this Note shall be payable only to or upon the order of the Registered Owner or such owner's legal representative. No registration hereof shall be valid unless signed by the Note Registrar. DATE OF 1\1 A\9E OF SIG\ATURE OF REGISTRATION' REGISTERED OWNER CITY TREASURER , 20— EXTRACT of MINUTES of the public meeting of the City Council of the City of Elgin; Kane and Cook Counties. Illinois; held at the City Hall; Elgin. Illinois. in said City at 7:1 o'clock p.m. on the 6th day of November; 2013. The meeting was called to order by the Mayor and upon the roll being called; by the City Clerk. Upon the roll being called; the Mayor and the following Council Members answered present at said location: Councilmembers Dunne. Gavin. Moeller. Powell. Prigge. Rauschenberger. Shaw. Steffen. and Mayor Kaptain. The following Council Members were allowed by a majority of the Council Members in accordance with and to the extent allowed by rules adopted by the City Council to attend the meeting by video or audio conference: None. No Council Member was not permitted to attend the meeting by video or audio conference. The following Council Members were absent and did not participate in the meeting in any manner or to any extent whatsoever: None. The following were absent: None. Mayor Kaptain presented and the City Attorney explained in full an Ordinance that was laid before the Citv Council in words and figures and made available to any other person in attendance who requested one as follows: Council Member Steffen moved the adoption of said ordinance, and Council Member Dunne seconded the motion. After a full and complete discussion thereof including a public recital of the nature of the matter being considered and such other information as would inform the public of the nature of the business being conducted; the Mayor directed the City Clerk to call the roll for a vote upon the motion to adopt said ordinance. Upon the roll being called the following Council Members voted: AYE: Councihnembers Dunne. Gavin. Moeller. Powell. Prigge. Rauschenberger. Shaw. Steffen. and Mayor Kaptain. and the following voted: NAY: None. The Mayor then declared the motion carried and said ordinance adopted, approved the same in open meeting and directed 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, which was done. Other business not pertinent to the adoption of said ordinance was duly_ transacted at the meeting. Upon motion being duly made, seconded and carried, the meeting was adjourned. City Clerk -2- STATE OF ILLINOIS ) ) SS COUNTY OF KANE ) CERTIFICATION OF ORDINANCE, MINUTES,AGENDA AND PUBLICATION IN PA1'IPHLET FOR�'I 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 that as such official I am the keeper of the records and files of the City Council of the City (the "Corporate Authorities"). I do further certify that the foregoing is a full, true and complete transcript of that portion of the minutes of the meeting of the Corporate Authorities held on the 6th day of November, 2013, insofar as same relates to the adoption of Ordinance No. S8-13 entitled: AN ORDINANCE of the City of Elgin, Kane and Cook Counties, Illinois. Providing for the Issuance of a Not To Exceed $13,500,000 Junior Lien Limited Revenue Note, Series 2012A (Bluff City Quarry Project), and a Not To Exceed $8,100,000 Subordinate Lien Limited Revenue Note (Bluff City Quarry Project), and Pledging Certain Incremental Property Tax Revenues to the Pavment Thereof (the "Ordinance"), a true, correct and complete copy of which 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 Corporate Authorities on the adoption of the Ordinance were conducted 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 of the news media requesting such notice; that an agenda for said meeting (the "Agenda") was posted at the location where said meeting was held and at the principal office of the Corporate Authorities on a day which was not a Saturday; Sunday or legal holiday for Illinois municipalities and not less than 48 hours in advance of holding said meeting; that the Agenda described or made specific reference to the Ordinance; that a true, correct and complete copy of the agenda as so posted is attached hereto; 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 that the Corporate Authorities have complied with all of the provisions of said Act and the Illinois Municipal Code, as amended, except as said Act and said Code may be validly superseded by the home rule powers of the City, and with all of the procedural rules of the Corporate Authorities. I do further certify that the Ordinance was published by authority of the Corporate Authorities in pamphlet form at 5 p.m. on the 8th day of November, 2013, and the Ordinance as so published was on said date readily available for public 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 hereunto affixed my official signature and the seal of the City, this 8th day of November, 2013. City Clerk [SEAL] City Clerk to Attach Agenda - 2 - STATE OF ILLINOIS ) ) SS COUNTY OF KANE ) VIDEO/AUDIO ATTENDANCE CERTIFICATE 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, (the "City"), and as such official I do further certify as follows: 1. That at the meeting of the City Council of the City (the "Corporate Authorities") on the 6th day of November, 2013 (the "Meeting"), None — all members of Council were present at the meeting, attended the Meeting by video or audio conference. 2. That said member(s) of the Corporate Authorities was/were prevented from physically attending the Meeting because of the reason(s) as follows: MEMBER REASON 3. That said member(s) of the Corporate Authorities notified me before the Meeting that he/she/they wished to attend the Meeting by video or audio conference. 4. That attached hereto as Exhibit 1 is a true, correct and complete copy of the rules adopted by the Corporate Authorities for allowing a member of the Corporate Authorities to attend a meeting of the Corporate Authorities by video or audio conference. 5. That the Meeting was duly called, noticed and held in strict compliance with all of the provisions of the Open Meetings Act of the State of Illinois, as amended, and the ordinances, resolutions, rules, regulations and proceedings of the Corporate Authorities. Section 7 of the Open Meetings Act of the State of Illinois, as amended, provides the following three reasons a person may be prevented from physically attending a meeting: (i)personal illness or disability- (ii)employment purposes or the business of the public body; or(iii) a family or other emergency. IN WITNESS WHEREOF, I hereunto affix my official signature and the official corporate seal of the Corporate Authorities, this 8th day of November, 2013. City Clerk [SEAL] - 2 - EXTRACT of MINUTES of the public meeting of the City Council of the City of Elgin, Kane and Cook Counties, Illinois, held at the City Hall, Elgin, Illinois, in said City at 7:1 o'clock p.m. on the 6th day of November, 2013). The meeting was called to order by the Mayor and upon the roll being called, by the City Clerk. Upon the roll being called. the Mayor and the following Council Members answered present at said location: Councilmembers Dunne. Gavin. Moeller. Powell. Prigge. Rauschenberger. Shaw. Steffen. and Mayor Kaptain. The following Council Members were allowed by a majority of the Council Members in accordance with and to the extent allowed by rules adopted by the City Council to attend the meeting by video or audio conference: None. No Council Member was not permitted to attend the meeting by video or audio conference. The following Council Members were absent and did not participate in the meeting in any manner or to any extent whatsoever: None. The following were absent: None. Mayor Ka tain presented and the City Attorney explained in frill an Ordinance that was laid before the City Council in words and figures and made available to any other person in attendance who requested one as follows: Council Member Steffen moved the adoption of said ordinance, and Council Member Dunne seconded the motion. After a full and complete discussion thereof including a public recital of the nature of the matter being considered and such other information as would inform the public of the nature of the business being conducted; the Mayor directed the City Clerk to call the roll for a vote upon the motion to adopt said ordinance. Upon the roll being called the following Council Members voted: AYE: Councilmembers Dunne. Gavin. Moeller. Powell. Prigge. Rauschenberger. Shaw. Steffen. and Mayor Kaptain. and the following voted: NAY: None. The Mayor then declared the motion carried and said ordinance adopted, approved the same in open meeting and directed 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, which was done. Other business not pertinent to the adoption of said ordinance was duly transacted at the meeting. Upon motion being duly made, seconded and carried, the meeting was adjourned. &Zz/ City C1 rk -2- STATE OF ILLINOIS ) SS COUNTY OF KANE ) CERTIFICATION OF ORDINANCE,MINUTEs,AGENDA AND PUBLICATION IN PAMPHLET FOR19 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 that as such official I am the keeper of the records and files of the City Council of the City (the "Corporate Authorities"). I do further certify that the foregoing is a full, true and complete transcript of that portion of the minutes of the meeting of the Corporate Authorities held on the 6th day of November, 2013, insofar as same relates to the adoption of Ordinance No. S8-13 entitled: AN ORDINANCE of the City of Elgin, Kane and Cook Counties, Illinois, Providing for the Issuance of a Not To Exceed $13, 00,000 Junior Lien Limited Revenue Note, Series 2012A (Bluff City Quarry Project), and a Not To Exceed $8,100,000 Subordinate Lien Limited Revenue Note (Bluff City Quarry Project), and Pledging Certain Incremental Property Tax Revenues to the Payment Thereof (the "Ordinance"), a true, correct and complete copy of .which 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 Corporate Authorities on the adoption of the Ordinance were conducted 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 of the news media requesting such notice: that an agenda for said meeting (the `'Agenda") was posted at the location where said meeting was held and at the principal office of the Corporate Authorities on a day which was not a Saturday, Sunday or legal holiday for Illinois municipalities and not less than 48 hours in advance of holding said meeting: that the Agenda described or made specific reference to the Ordinance: that a true, correct and complete copy of the agenda as so posted is attached hereto: 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 that the Corporate Authorities have complied with all of the provisions of said Act and the Illinois Municipal Code, as amended, except as said Act and said Code may be validly superseded by the home rule powers of the City, and with all of the procedural rules of the Corporate Authorities. I do further certify that the Ordinance was published by authority of the Corporate Authorities in pamphlet form at 5 p.m. on the 8th day of November, 2013, and the Ordinance as so published was on said date readily available for public 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 hereunto affixed my official signature and the seal of the City; this 8th day of November, 2013. City C erk [SEAL] City Clerk to Attach Agenda Res FLUM a - 2 - I . } ELGIN THE CITY IN THE SUBURBS- CITY OF ELGIN, ILLINOIS COUNCIL AGENDA CITY COUNCIL CHAMBERS Regular Meeting 7:00 P.M. November 6, 2013 Call to Order Invocation/Moment of Silence—Rev. Robbie Robinson 2nd Baptist Church Pledge of Allegiance Roll Call Minutes of Previous Meetings—October 23, 2013 Communications • Lao Veterans Memorial Day Proclamation • Fideliter Club Charity Ball Day Proclamation • Elgin Police Department Life Saving Award Presentation Recognize Persons Present Bids— 1. 13-056 GAC Filter Media Removal and Replacement ($167,076) Other Business (0) 1. Resolution Ratifying the Execution of a Sublease Agreement Between The Larkin Center and Lawrence Hall Youth Services 2. Ordinance Authorizing an Intergovernmental Agreement with the Village of Pingree Grove Regarding Municipal Responsibility for Certain Portions of Highland Avenue and Reinking Road and for Other Matters City Council Agenda — November 6, 2013 Page 2 3. Ordinance of the City of Elgin, Kane and Cook Counties, Illinois Providing for the Issuance of a Not To Exceed $13,500,000 Junior Lien Limited Revenue Note (Bluff City Quarry Project), and a Not To Exceed $8,100,000 Subordinate Lien Limited Revenue Note (Bluff City Quarry Project), and Pledging Certain Incremental Property Tax Revenues to the Payment Thereof "Consent Agenda (C) 1. Resolution Authorizing Execution of an Agreement with Azavar Audit Solutions, Inc. for Utility Bill Audit Services 2. Resolution Authorizing Execution of a Master Premier Lease Agreement with Konica Minolta Premier Finance for the Lease of Eighteen Multi-Functional Devices 3. Resolution Authorizing Execution of an Agreement with Z Investments, LLC for Demolition Assistance Regarding the Property Located at 212 Dundee Avenue 4. Resolution Authorizing Execution of an Economic Incentive Agreement with Ron Hopkins Ford, Inc. (1045 East Chicago Street) 5. Ordinance Reclassifying Territory in the CI Commercial Industrial District to PAB Planned Area Business District (1045 East Chicago Street) Miscellaneous Business (M) 1. Minutes for Various Boards and Commissions a. Cultural Arts Commission September 9, 2013 b. Emergency Telephone System Board September 19, 2013 C. Foreign Fire Insurance Tax Board, July 16, 2013 d. Police Pension Fund Board July 17, 2013 e. Strategic Plan Commission August 27, 2013 f. Committee of the Whole Minutes for October 9, 2013 g. City Council Minutes for October 9, 2013 2. Various Tax Reports a. Telecommunications Tax b. Sales Tax C. Local Sales Tax d. State Income Tax e. State Use Tax f. Electric Tax g. Natural Gas 3. Pension Reports City Council Agenda — November 6, 2013 Page 3 Announcements Next Special Committee of the Whole Meeting, Wednesday, November 13, 2013, at 5:00 p.m., in the City Council Chambers Next Committee of the Whole Meeting, Wednesday, November 20, 2013, at 5:00 p.m., in the City Council Chambers Next Regular Meeting of the Elgin City Council, Wednesday, November 20, 2013, at 7:00 p.m. in the City Council Chambers Adjournment "All matters listed under Consent Agenda are considered to be routine and non-controversial by the City Council and will be enacted by one motion and one roll call vote. There will be no separate discussion of these items. If discussion is desired by a Council member or citizen, that item will be removed from the Consent Agenda and will be considered separately immediately after approval of the Consent Agenda. Citizens desiring discussion on any item listed under the Consent Agenda should contact a Council member prior to the meeting and request that the item be removed for discussion. The City of Elgin is subject to the requirements of the Americans with Disabilities Act of 1990. Individuals with disabilities who plan to attend this meeting and who require certain accommodations in order to allow them to observe and/or participate in this meeting, or who have questions regarding the accessibility of the meeting or the facilities, are requested to contact the Human Resources Department at (847) 931-6076 or TT/TDD (847) 931-5616 promptly to allow the City of Elgin to make reasonable accommodations for those persons. STATE OF ILLINOIS ) SS COUNTY OF KANE ) VIDEO/AUDIO ATTENDANCE CERTIFICATE 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 do further certify as follows: 1. That at the meeting of the City Council of the City (the "Corporate Authorities") on the 6th day of November; 2013 (the 'Meeting"), None —all members of Council were present at the meeting; attended the Meeting by video or audio conference. 2. That said member(s) of the Corporate Authorities was/were prevented from physically attending the Meeting because of the reason(s) as follows: MEMBER REASON 3. That said member(s) of the Corporate Authorities notified me before the Meeting that he/she/they wished to attend the Meeting by video or audio conference. 4. That attached hereto as Exhibit 1 is a true, correct and complete copy of the rules adopted by the Corporate Authorities for allowing a member of the Corporate Authorities to attend a meeting of the Corporate Authorities by video or audio conference. 5. That the Meeting was duly called, noticed and held in strict compliance with all of the provisions of the Open Meetings Act of the State of Illinois; as amended; and the ordinances; resolutions, rules; regulations and proceedings of the Corporate Authorities. Section 7 of the Open Meetings Act of the State of Illinois, as amended, provides the following three reasons a person may be prevented from physically attending a meeting: (i)personal illness or disability; (ii)employment purposes or the business of the public body; or(iii)a family or other emergency. IN WITNESS WHEREOF, I hereunto affix my official signature and the official corporate seal of the Corporate Authorities, this 8th day of November; 2013. R City derk s �,