S2-15EXTRACT OF MINUTES of a regular public meeting of the City
Council of the City of Elgin, Kane and Cook Counties, Illinois,
held at the City Hall, located at 150 Dexter Court, in said City, at
7:00 p.m., on Wednesday, on the 18th day of March, 2015.
The Mayor called the meeting to order and directed the City Clerk to call the roll.
Upon the roll being called, David Kaptain, the Mayor, and the following Council
Members answered physically present at said location: Councilmembers Dunne, Gavin,
Martinez, Powell, Prigge, Rauschenberger, Shaw, Steffen, and Mayorptain.
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 Mayor announced that the next item for consideration was the issuance of not to
exceed $12,300,000 General Obligation Refunding Bonds in one or more series pursuant to the
Illinois Municipal Code and the City's home rule powers for the purpose of refunding certain of
the City's outstanding General Obligation Refunding Bonds, Series 2005A, General Obligation
Corporate Purpose Bonds, Series 2007, and General Obligation Corporate Purpose Bonds,
Series 2008A, and in connection therewith, it would be necessary for the City to enter into an
escrow agreement with U.S. Bank National Association, Chicago, Illinois, and that the Mayor
and the City Council would consider the adoption of an ordinance providing for the issue of said
bonds and the levy of taxes sufficient to pay the principal of and interest thereon and authorizing
the directing the execution of such escrow agreement. The Mayor then explained that the
0 -08 -Bond -Parameters Ordinance -Refunding -Series 2015 -SRS -S2-15
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ordinance sets forth the parameters for the issue of said bonds and sale thereof to Robert W.
Baird & Co. Incorporated, Naperville, Illinois, by designated officials of the City and
summarized the pertinent terms of said parameters, including the specific parameters governing
the manner of sale, length of maturity, rates of interest, purchase price and tax levy for said
bonds.
WHEREUPON, Mayor Kantain presented, and the City Clerk made available to the Council
Members and interested members of the public, complete copies of an ordinance entitled:
AN ORDINANCE providing for the issuance of one or more series of
General Obligation Refunding Bonds, Series 2015, of the City of
Elgin, Kane and Cook Counties, Illinois, in an aggregate amount
not to exceed $12,300,000 to refund certain outstanding bonds of
said City, providing for the levy of a direct annual tax sufficient to
pay the principal of and interest on said bonds, authorizing and
directing the execution of an escrow agreement in connection with
the issue of said bonds, and authorizing the sale of said bonds to
the purchaser thereof.
(the "Bond Ordinance").
Council Member Powell then moved and Council Member Gavin seconded the motion
that the Bond Ordinance as presented be adopted.
After a full discussion thereof, the Mayor directed that the roll be called for a vote upon
the motion to adopt the Bond Ordinance.
Upon the roll being called, the following Council Members voted AYE: Councilmembers
Dunne, Gavin, Martinez, Powell, Pri¢ee, Rauschenberger, Shaw, Steffen, and Mayor Kaptain.
and the following Council Members voted NAY: None.
WHEREUPON, the Mayor declared the motion carried and the Bond Ordinance adopted,
and henceforth did approve and sign the same in open meeting, and did direct the City Clerk to
record the same in full in the records of the City Council of the City of Elgin, Kane and Cook
Counties, Illinois.
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Other business was duly transacted at said meeting.
Upon motion duly made and carried, the meeting adjourned.
Ci Clerk
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ORDINANCE No. S2-15
AN ORDINANCE providing for the issuance of one or more series of
General Obligation Refunding Bonds, Series 2015, of the City of
Elgin, Kane and Cook Counties, Illinois, in an aggregate amount
not to exceed $12,300,000 to refund certain outstanding bonds of
said City, providing for the levy of a direct annual tax sufficient to
pay the principal of and interest on said bonds, authorizing and
directing the execution of an escrow agreement in connection with
the issue of said bonds, and authorizing the sale of said bonds to
the purchaser thereof.
WHEREAS, the City of Elgin, Kane and Cook Counties, Illinois (the "City"), has a
population in excess of 25,000 as determined by the last official census, and pursuant to the
provisions of Section 6 of Article VII of the Constitution of the State of Illinois, the City is a
home rule unit and may exercise any power or perform any function pertaining to its government
and affairs including, but not limited to, the power to tax and to incur debt; and
WHEREAS, pursuant to the provisions of said Section 6, the City has the power to incur
debt payable from ad valorem property tax receipts or from any other lawful source and maturing
within 40 years from the time it is incurred without prior referendum approval; and
WHEREAS, on the 23rd day of April, 1975, the City Council of the City (the "Council")
did adopt an ordinance determining the procedures to be followed in the borrowing of money for
public purposes of the City and in evidence of such borrowing the issuing of full faith and credit
bonds of the City without referendum approval, such ordinance being entitled:
ORDINANCE No. G22-75
AN ORDINANCE establishing procedures to be followed by the City
of Elgin, Kane and Cook Counties, Illinois, in issuing non -
referendum general obligation bonds
which ordinance was amended by Ordinance No. G14-80 adopted on January 28, 1980, by
Ordinance No. 64-80 adopted on October 8, 1980, by Ordinance No. G39-82 adopted on July 28,
1982, and by Ordinance No. G31-92 adopted on June 17, 1992 (Ordinance No. G22-75 as so
amended being referred to hereinafter as the "Enabling Ordinance "); and
WHEREAS, the City has heretofore issued and there are now outstanding General
Obligation Refunding Bonds, Series 2005A (the "2005A Bonds "), General Obligation Corporate
Purpose Bonds, Series 2007 (the "2007 Bonds"), and General Obligation Corporate Purpose
Bonds, Series 2008A (the "2008A Bonds" and together with the 2005A Bonds and the 2007
Bonds, the "Prior Bonds "), of the City; and
WHEREAS, the Council has heretofore determined and it hereby is advisable and
necessary and in the best interests of the City that all or a portion of the Prior Bonds (the
"Refunded Bonds ") be refunded in advance of maturity in order to accomplish debt service
savings for the City; and
WHEREAS, the Refunded Bonds shall be fully described in the Escrow Agreement
referred to in Section 13 hereof and are presently outstanding and unpaid and are binding and
subsisting legal obligations of the City; and
WHEREAS, the Council does hereby determine that it is advisable and in the best interests
of the City to borrow an amount not to exceed $12,300,000 pursuant to the hereinafter -defined
Act for the purpose of refunding the Refunded Bonds and, in evidence of such borrowing, to
issue bonds in a principal amount not to exceed $12,300,000; and
WHEREAS, in accordance with the terms of the Refunded Bonds, the Refunded Bonds
may be called for redemption in advance of their maturity, and it is necessary and desirable to
make such call for the redemption of the Refunded Bonds on their earliest possible call dates,
and provide for the giving of proper notice to the registered owners of the Refunded Bonds:
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_ Now THEREFORE Be It Ordained by the City Council of the City of Elgin, Kane and Cook
Counties, Illinois, in the exercise of its home rule powers and in accordance with the Enabling
Ordinance, as follows:
Section 1. Incorporation of Preambles. The Council hereby finds that all of the
recitals contained in the preambles to this Ordinance are true, correct and complete and does
incorporate them into this Ordinance by this reference.
Section 2. Authorization. It is hereby found and determined that pursuant to the
provisions of the Illinois Municipal Code, as supplemented and amended, and the home rule
powers of the City under Section 6 of Article VII of the Illinois Constitution of 1970 and the
Enabling Ordinance adopted pursuant to such home rule powers (in the event of conflict between
the provisions of said code and home rule powers, the home rule powers shall be deemed to
supersede the provisions of said code) (the "Act"), the Council has been authorized by law to
borrow an amount not to exceed $12,300,000 upon the credit of the City and as evidence of such
indebtedness to issue bonds of the City to said amount, the proceeds of said bonds to be used to
refund the Refunded Bonds, and that it is necessary and for the best interests of the City that
there be issued an amount not to exceed $12,300,000 of the bonds so authorized, and these
findings and determinations, together with those set forth in the preambles to this Ordinance,
shall be deemed conclusive.
Section 3. Bond Details. There be borrowed by for and on behalf of the City an
amount not to exceed $12,300,000 for the purpose aforesaid, and that bonds of the City shall be
issued to said amount and shall be designated "General Obligation Refunding Bonds,
Series 2015" (the "Bonds"). The Bonds shall be issued in two series, designated as "General
Obligation Refunding Bonds, Series 2015A" (the "2015A Bonds"), and "Taxable General
Obligation Refunding Bonds, Series 2015B" (the "2015B Bonds"), shall be dated such date (not
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prior to March 18, 2015, and not later than September 18, 2015) as set forth in the Bond
Notification (as hereinafter defined), and shall also bear the date of authentication, shall be in
fully registered form, shall be in denominations of $5,000 each or authorized integral multiples
thereof (but no single Bond of a series shall represent installments of principal maturing on more
than one date), and shall be numbered 1 and upward.
The 2015A Bonds shall be issued an amount not to exceed $10,100,000, and shall
become due and payable serially or be subject to mandatory redemption (subject to prior
redemption as hereinafter described) on December 15 of each of the years (not later than 2027),
bearing interest at the rates per annum (not exceeding 5.00% per annum) and in the amounts (not
exceeding $1,250,000 per year), all as set forth in the Bond Notification.
The 2015B Bonds shall be issued in an amount not to exceed $2,200,000, and shall
become due and payable serially or be subject to mandatory redemption (without option of prior
redemption) on December 15 of each of the years (not later than 2019), bearing interest at the
rates per annum (not exceeding 5.00% per annum) and in the amounts (not exceeding $650,000
per year), all as set forth in the Bond Notification.
The Bonds shall bear interest from their date or from the most recent interest payment
date to which interest has been paid or duly provided for, until the principal amount of the Bonds
is paid, such interest (computed upon the basis of a 360 -day year of twelve 30 -day months) being
payable semi-annually commencing with the first interest payment date as set forth in the Bond
Notification, and on June 15 and December 15 of each year thereafter to maturity.
Interest on each Bond shall be paid by check or draft of U.S. Bank National Association,
Chicago, Illinois, as bond registrar and paying agent (the "Bond Registrar "), payable upon
presentation in lawful money of the United States of America, to the person in whose name such
Bond is registered at the close of business on the 1st day of the month of the interest payment
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date. The principal of the Bonds shall be payable in lawful money of the United States of
America at the principal corporate trust office of the Bond Registrar.
Section 4. Execution; Authentication. The Bonds shall be executed on behalf of the
City by the manual or facsimile signature of its Mayor and attested by the manual or facsimile
signature of its City Clerk, as they may determine, and shall have impressed or imprinted thereon
the corporate seal or facsimile thereof of the City. In case any such officer whose signature shall
appear on any Bond shall cease to be such officer before the delivery of such Bond, such
signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer
had remained in office until delivery. All Bonds shall have thereon a certificate of
authentication, substantially in the form hereinafter set forth, duly executed by the Bond
Registrar as authenticating agent of the City and showing the date of authentication. No Bond
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
Bond Registrar by manual signature, and such certificate of authentication upon any such Bond
shall be conclusive evidence that such Bond has been authenticated and delivered under this
Ordinance.
Section 5. Registration of Bonds; Persons Treated as Owners. (a) General. The City
shall cause books (the "Bond Register") for the registration and for the transfer of the Bonds as
provided in this Ordinance to be kept at the principal corporate trust office of the Bond Registrar,
which is hereby constituted and appointed the registrar of the City for the Bonds. The City is
authorized to prepare, and the Bond Registrar or such other agent as the City may designate shall
keep custody of, multiple Bond blanks executed by the City for use in the transfer and exchange
of Bonds. Subject to the provisions of this Ordinance relating to the Bonds in book -entry form,
any Bond may be transferred or exchanged, but only in the manner, subject to the limitations,
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and upon payment of the charges as set forth in this Ordinance. Upon surrender for transfer or
exchange of any Bond at the principal corporate trust office of the Bond Registrar, duly endorsed
by or accompanied by a written instrument or instruments of transfer or exchange in form
satisfactory to the Bond Registrar and duly executed by the registered owner or his or her
attorney duly authorized in writing, the City shall execute and the Bond Registrar shall
authenticate, date and deliver in the name of the transferee or transferees or, in the case of an
exchange, the registered owner, a new fully registered Bond or Bonds of like tenor, of the same
maturity, bearing the same interest rate, of authorized denominations, for a like aggregate
principal amount. The Bond Registrar shall not be required to transfer or exchange any Bond
during the period beginning at the close of business on the 1st day of the month of any regular or
other interest payment date on such Bond and ending at the opening of business on such interest
payment date, nor to transfer or exchange any Bond after notice calling such Bond for
redemption has been mailed, nor during a period of fifteen (15) days next preceding mailing of a
notice of redemption of any Bonds.
The execution by the City of any fully registered Bond shall constitute full and due
authorization of such Bond, and the Bond Registrar shall thereby be authorized to authenticate,
date and deliver such Bond; provided, however, the principal amount of Bonds of each series and
maturity authenticated by the Bond Registrar shall not at any one time exceed the authorized
principal amount of Bonds for such series and maturity less the amount of such Bonds which
have been paid. The person in whose name any Bond shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of the principal of or
interest on any Bond shall be made only to or upon the order of the registered owner thereof or
his or her legal representative. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Bond to the extent of the sum or sums so paid.
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No service charge shall be made to any registered owner of Bonds for any transfer or
exchange of Bonds, but the City or the Bond Registrar 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 Bonds, except in the case of the issuance of a Bond or Bonds for the
unredeemed portion of a Bond surrendered for redemption.
(b) Global Book -Entry System. The Bonds shall be initially issued in the form of a
separate single fully registered Bond for each of the maturities of the Bonds determined as
described in Section 3 hereof. Upon initial issuance, the ownership of each such Bond shall be
registered in the Bond Register in the name of Cede & Co., or any successor thereto ( "Cede "), as
nominee of The Depository Trust Company, New York, New York, and its successors and
assigns ("DTC"). All of the outstanding Bonds shall be registered in the Bond Register in the
name of Cede, as nominee of DTC, except as hereinafter provided. Any officer of the City who
is a signatory on the Bonds, along with the City's Finance Director, is authorized to execute and
deliver, on behalf of the City, such letters to or agreements with DTC as shall be necessary to
effectuate such book -entry system (any such letter or agreement being referred to herein as the
"Representation Letter"), which Representation Letter may provide for the payment of principal
of or interest on the Bonds by wire transfer.
With respect to Bonds registered in the Bond Register in the name of Cede, as nominee
of DTC, the City and the Bond Registrar shall have no responsibility or obligation to any
broker-dealer, bank or other financial institution for which DTC holds Bonds from time to time
as securities depository (each such broker-dealer, bank or other financial institution being
referred to herein as a "DTC Participant") or to any person on behalf of whom such a DTC
Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence,
the City and the Bond Registrar shall have no responsibility or obligation with respect to (i) the
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accuracy of the records of DTC, Cede or any DTC Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a
registered owner of a Bond as shown in the Bond Register, of any notice with respect to the
Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any
other person, other than a registered owner of a Bond as shown in the Bond Register, of any
amount with respect to the principal of or interest on the Bonds. The City and the Bond
Registrar may treat and consider the person in whose name each Bond is registered in the Bond
Register as the holder and absolute owner of such Bond for the purpose of payment of principal
and interest with respect to such Bond, for the purpose of giving notices of redemption and other
matters with respect to such Bond, for the purpose of registering transfers with respect to such
Bond, and for all other purposes whatsoever. The Bond Registrar shall pay all principal of and
interest on the Bonds only to or upon the order of the respective registered owners of the Bonds,
as shown in the Bond Register, or their respective attorneys duly authorized in writing, and all
such payments shall be valid and effective to fully satisfy and discharge the City's obligations
with respect to payment of the principal of and interest on the Bonds to the extent of the sum or
sums so paid. No person other than a registered owner of a Bond as shown in the Bond Register,
shall receive a Bond evidencing the obligation of the City to make payments of principal and
interest with respect to any Bond. Upon delivery by DTC to the Bond Registrar of written notice
to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject
to the provisions in Section 3 hereof with respect to the payment of interest to the registered
owners of Bonds at the close of business on the 1st day of the month of the applicable interest
payment date, the name "Cede" in this Ordinance shall refer to such new nominee of DTC.
In the event that (i) the City determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (ii) the agreement among the
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City, the Bond Registrar and DTC evidenced by the Representation Letter shall be terminated for
any reason or (iii) the City determines that it is in the best interests of the beneficial owners of
the Bonds that they be able to obtain certificated Bonds, the City shall notify DTC and DTC
Participants of the availability through DTC of certificated Bonds and the Bonds shall no longer
be restricted to being registered in the Bond Register in the name of Cede, as nominee of DTC.
At that time, the City may determine that the Bonds shall be registered in the name of and
deposited with such other depository operating a universal book -entry system, as may be
acceptable to the City, or such depository's agent or designee, and if the City does not select
such alternate universal book -entry system, then the Bonds may be registered in whatever name
or names registered owners of Bonds transferring or exchanging Bonds shall designate, in
accordance with the provisions of Section 5(a) hereof.
Notwithstanding any other provisions of this Ordinance to the contrary, so long as any
Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to
principal of and interest on such Bond and all notices with respect to such Bond shall be made
and given, respectively, in the name provided in the Representation Letter.
Section 6. Redemption. (a) Optional Redemption. The 2015B Bonds are not subject
to optional redemption prior to maturity. All or a portion of the 2015A Bonds due on and after
the date, if any, specified in the Bond Notification shall be subject to redemption prior to
maturity at the option of the City from any available fimds, as a whole or in part, and if in part in
integral multiples of $5,000 in any order of their maturity as determined by the City (less than all
of the 2015A Bonds of a single maturity to be selected by the Bond Registrar), on the date
specified in the Bond Notification (but not later than December 15, 2026), and on any date
thereafter, at the redemption prices (expressed as a percentage of the principal amount redeemed
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and not to exceed 102%) plus accrued interest to the date fixed for redemption, as set forth in the
Bond Notification.
(b) Mandatory Redemption. The Bonds maturing on the date or dates, if any, indicated
in the Bond Notification are subject to mandatory redemption, in integral multiples of $5,000
selected by lot by the Bond Registrar, at a redemption price of par plus accrued interest to the
redemption date, on December 15 of the years, if any, and in the principal amounts, if any, as
indicated in the Bond Notification.
The principal amounts of 2015A Bonds to be mandatorily redeemed in each year may be
reduced through the earlier optional redemption thereof, with any partial optional redemptions of
such 2015A Bonds credited against future mandatory redemption requirements in such order of
the mandatory redemption dates as the City may determine. In addition, on or prior to the
60th day preceding any mandatory redemption date, the Bond Registrar may, and if directed by
the Council shall, purchase Bonds required to be retired on such mandatory redemption date.
Any such Bonds so purchased shall be cancelled and the principal amount thereof shall be
credited against the mandatory redemption required on such next mandatory redemption date.
(c) General. The Bonds shall be redeemed only in the principal amount of $5,000 and
integral multiples thereof. The City shall, at least forty-five (45) days prior to any optional
redemption date (unless a shorter time period shall be satisfactory to the Bond Registrar) notify
the Bond Registrar of such redemption date and of the principal amount and maturity or
maturities of 2015A Bonds to be redeemed. For purposes of any redemption of less than all of
the outstanding Bonds of a single series and maturity, the particular Bonds or portions of Bonds
to be redeemed shall be selected by lot by the Bond Registrar from the Bonds of such series and
maturity by such method of lottery as the Bond Registrar shall deem fair and appropriate;
provided that such lottery shall provide for the selection for redemption of Bonds or portions
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thereof so that any $5,000 Bond or $5,000 portion of a Bond shall be as likely to be called for
redemption as any other such $5,000 Bond or $5,000 portion. The Bond Registrar shall make
such selection upon the earlier of the irrevocable deposit of funds with an escrow agent sufficient
to pay the redemption price of the Bonds to be redeemed or the time of the giving of official
notice of redemption.
The Bond Registrar shall promptly notify the City in writing of the Bonds or portions of
Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the
principal amount thereof to be redeemed.
Section 7. Redemption Procedure. Unless waived by any holder of Bonds to be
redeemed, notice of the call for any such redemption shall be given by the Bond Registrar on
behalf of the City by mailing the redemption notice by first class mail at least thirty (30) days
and not more than sixty (60) days prior to the date fixed for redemption to the registered owner
of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other
address as is furnished in writing by such registered owner to the Bond Registrar.
All notices of redemption shall state:
(1) the redemption date,
(2) the redemption price,
(3) if less than all outstanding Bonds are to be redeemed, the identification
(and, in the case of partial redemption, the respective principal amounts) of the Bonds to
be redeemed,
(4) that on the redemption date the redemption price will become due and
payable upon each such Bond or portion thereof called for redemption, and that interest
thereon shall cease to accrue from and after said date,
(5) the place where such Bonds are to be surrendered for payment of the
redemption price, which place of payment shall be the principal corporate trust office of
the Bond Registrar, and
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(6) such other information then required by custom, practice or industry
standard.
Unless moneys sufficient to pay the redemption price of the 2015A Bonds to be
redeemed at the option of the City shall have been received by the Bond 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 conditional upon the receipt of such moneys by the Bond 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 2015A Bonds, and the Bond Registrar shall
give notice, in the same manner in which the notice of redemption shall have been given, that
such moneys were not so received and that such 2015A Bonds will not be redeemed. Otherwise,
prior to any redemption date, the City shall deposit with the Bond Registrar an amount of money
sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be
redeemed on that date.
Subject to the provisions for a conditional redemption described above, notice of
redemption having been given as aforesaid, the Bonds or portions of Bonds 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 Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such
Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond
Registrar at the redemption price. Installments of 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 any Bond, there shall be prepared for the registered holder a new Bond or Bonds
of the same series and maturity in the amount of the unpaid principal.
If any Bond or portion of Bond called for redemption shall not be so paid upon surrender
thereof for redemption, the principal shall, until paid, bear interest from the redemption date at
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the rate borne by the Bond or portion of Bond so called for redemption. All Bonds which have
been redeemed shall be cancelled and destroyed by the Bond Registrar and shall not be reissued.
Section 8. Form of Bond. The Bonds shall be in substantially the form hereinafter set
forth; provided, however, that if the text of the Bonds is to be printed in its entirety on the front
side of the Bonds, then the second paragraph on the front side and the legend "See Reverse Side
for Additional Provisions" shall be omitted and the text of paragraphs set forth for the reverse
side, as appropriate, shall be inserted immediately after the first paragraph.
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[FORM OF BOND - FRONT SIDE]
REGISTERED
No.
REGISTERED
UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTIES OF KANE AND COOK
CITY OF ELGIN
[TAXABLE] GENERAL OBLIGATION REFUNDING BOND, SERIES 2015[A] [B]
See Reverse Side for
Additional Provisions.
Interest
Rate: _%
Registered Owner:
Principal Amount:
Maturity Dated
Date: December 15, 20_ Date: 2015 CUSIP:
KNOW ALL PERSONS BY THESE PRESENTS that the City of Elgin, Kane and Cook
Counties, Illinois, a municipality and unit of local government created under the provisions of
the laws of the State of Illinois (the "City"), hereby acknowledges itself to owe and for value
received promises to pay to the Registered Owner identified above, or registered assigns as
hereinafter provided, on the Maturity Date identified above, the Principal Amount identified
above and to pay interest (computed on the basis of a 360 -day year of twelve 30 -day months) on
such Principal Amount from the later of the Dated Date of this Bond identified above or from the
most recent interest payment date to which interest has been paid or duly provided for, at the
Interest Rate per annum identified above, such interest to be payable on June 15 and
December 15 of each year, commencing
15, 20_, until said Principal Amount is
paid or duly provided for. The principal of this Bond is payable in lawful money of the United
States of America upon presentation hereof at the principal corporate trust office of U.S. Bank
National Association, in the City of Chicago, Illinois, as bond registrar and paying agent (the
"Bond Registrar "). Payment of interest shall be made to the Registered Owner hereof as shown
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on the registration books of the City maintained by the Bond Registrar, at the close of business
on the I st day of the month of the interest payment date. Interest shall be paid by check or draft
of the Bond Registrar, payable upon presentation in lawful money of the United States of
America, mailed to the address of such Registered Owner as it appears on such registration
books, or at such other address furnished in writing by such Registered Owner to the Bond
Registrar. For the prompt payment of this Bond both principal and interest at maturity, the full
faith, credit and resources of the City are hereby irrevocably pledged.
Reference is hereby made to the further provisions of this Bond set forth on the reverse
hereof, and such further provisions shall for all purposes have the same effect as if set forth at
this place.
It is hereby certified and recited that all conditions, acts and things required by the
Constitution and Laws of the State of Illinois to exist or to be done precedent to and in the
issuance of this Bond, including the Act, have existed and have been properly done, happened
and been performed in regular and due form and time as required by law; that the indebtedness
of the City, represented by the Bonds, and including all other indebtedness of the City,
howsoever evidenced or incurred, does not exceed any constitutional or statutory or other lawful
limitation; and that provision has been made for the collection of a direct annual tax, in addition
to all other taxes, on all of the taxable property in the City sufficient to pay the interest hereon as
the same falls due and also to pay and discharge the principal hereof at maturity.
This Bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Bond Registrar.
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IN WITNESS WHEREOF, the City of Elgin, Kane and Cook Counties, Illinois, by its City
Council, has caused this Bond to be executed by the manual or duly authorized facsimile
signature of its Mayor and attested by the manual or duly authorized facsimile signature of its
City Clerk and its corporate seal or a facsimile thereof to be impressed or reproduced hereon, all
as appearing hereon and as of the Dated Date identified above.
ATTEST:
hia /C.CyA
City Clerk, City of Elgin
Kane and Cook Counties, Illinois
[SEAL]
Date of Authentication: 20_
CERTIFICATE
OF
AUTHENTICATION
This Bond is one of the Bonds described
in the within mentioned ordinance and is
one of the [Taxable] General Obligation
Refunding Bonds, Series 2015[A][B], of the
City of Elgin, Kane and Cook Counties,
Illinois.
By: U.S. BANK NATIONAL ASSOCIATION
Chicago, Illinois
Its:
501
c
tAz , L
Mayor, City o lgin
Kane and Cook Counties, Illinois
Bond Registrar and Paying Agent:
U.S. Bank National Association,
Chicago, Illinois
[FORM OF BOND - REVERSE SIDE]
CITY OF ELGIN
KANE AND COOK COUNTIES, ILLINOIS
[TAXABLE] GENERAL OBLIGATION REFUNDING BOND, SERIES 2015[A] [B]
This Bond is one of a series of bonds (the "Bonds") issued by the City for the purpose of
refunding certain outstanding bonds of the City, all as described and defined in the Ordinance of
the City, adopted by the City Council of the City on the 18th day of March, 2015, authorizing the
Bonds (the "Ordinance "), pursuant to and in all respects in compliance with the applicable
provisions of the Illinois Municipal Code, as supplemented and amended, and as further
supplemented and, where necessary, superseded, by the powers of the City as a home rule unit
under the provisions of Section 6 of Article VII of the Illinois Constitution of 1970 and the
City's enabling ordinances adopted pursuant to such home rule powers (such code, powers and
enabling ordinance being the "Act"), and with the Ordinance, which has been duly passed by the
City Council, approved by the Mayor, and published, in all respects as by law required.
[Optional and Mandatory Redemption provisions, as applicable, will be inserted here].
[Notice of any such redemption shall be sent by first class mail not less than thirty (30)
days nor more than sixty (60) days prior to the date fixed for redemption to the registered owner
of each Bond to be redeemed at the address shown on the registration books of the City
maintained by the Bond Registrar or at such other address as is furnished in writing by such
registered owner to the Bond Registrar. When so called for redemption, this Bond will cease to
bear interest on the specified redemption date, provided funds for redemption are on deposit at
the place of payment at that time, and shall not be deemed to be outstanding.]
This Bond is transferable by the Registered Owner hereof in person or by his or her
attorney duly authorized in writing at the principal corporate trust office of the Bond Registrar in
Chicago, Illinois, but only in the manner, subject to the limitations and upon payment of the
�. charges provided in the Ordinance, and upon surrender and cancellation of this Bond. Upon
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such transfer a new Bond or Bonds of authorized denominations of the same maturity and for the
same aggregate principal amount will be issued to the transferee in exchange therefor.
The Bonds are issued in fully registered form in the denomination of $5,000 each or
authorized integral multiples thereof. This Bond may be exchanged at the principal corporate
trust office of the Bond Registrar for a like aggregate principal amount of Bonds of the same
maturity of other authorized denominations, upon the terms set forth in the Ordinance. The
Bond Registrar shall not be required to transfer or exchange any Bond during the period
beginning at the close of business on the 1st day of the month of any regular or other interest
payment date on such Bond and ending at the opening of business on such interest payment
date[, nor to transfer or exchange any Bond after notice calling such Bond for redemption has
been mailed, nor during a period of fifteen (15) days next preceding mailing of a notice of
redemption of any Bonds].
The City and the Bond Registrar may deem and treat the Registered Owner hereof as the
absolute owner hereof for the purpose of receiving payment of or on account of principal hereof
and interest due hereon and for all other purposes, and neither the City nor the Bond Registrar
shall be affected by any notice to the contrary.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assign, and transfers unto
Here insert Social Security Number,
Employer Identification Number or
other Identifying Number
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
as attorney to transfer the said Bond on the books kept for registration thereof with full power of
substitution in the premises.
Dated:
Signature guaranteed:
NOTICE: The signature to this transfer and assignment must correspond with the name of the
Registered Owner as it appears upon the face of the within Bond in every particular,
without alteration or enlargement or any change whatever.
Section 9. Sale of Bonds. Any two of the Designated Representatives (as hereinafter
defined), one of whom shall be an elected official, are hereby authorized to proceed not later than
the reorganizational meeting of the Council following the April 7, 2015 consolidated election (if
changes in Council membership occur) or the 18th day of September, 2015 (if no changes in
Council membership occur), without any further authorization or direction from the Council, to
sell the Bonds upon the terms as prescribed in this Ordinance. The Bonds hereby authorized
shall be executed as in this Ordinance provided as soon after the delivery of the Bond
Notification as may be, and thereupon be deposited with the City Treasurer. After authentication
of the Bonds by the Bond Registrar, the City Treasurer shall deliver to (a) Robert W. Baird &
Co. Incorporated, Naperville, Illinois, as purchaser of the 2015A Bonds (the "Purchaser"), the
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2015A Bonds upon receipt of the purchase price therefor, the same being not less than 98% of
the principal amount of the Bonds plus accrued interest, if any, to date of delivery, and (b) the
Purchaser, as purchaser of the 2015B Bonds, the 2015B Bonds upon receipt of the purchase price
therefor, the same being not less than 98% of the principal amount of the Bonds plus accrued
interest, if any, to date of delivery, it being hereby found and determined that the sale of the
Bonds to the Purchaser is in the best interests of the City and that no person holding any office of
the City, either by election or appointment, is in any manner financially interested directly in his
or her own name or indirectly in the name of any other person, association, trust or corporation,
in the sale of the Bonds to the Purchaser. "Designated Representatives" means the Mayor, the
City Clerk, the City Treasurer and the City Manager.
Prior to the sale of the Bonds, any of the Designated Representatives is hereby authorized
to approve and execute a commitment for the purchase of a Municipal Bond Insurance Policy (as
hereinafter defined), to further secure the Bonds, as long as the present value of the fee to be paid
for the Municipal Bond Insurance Policy (using as a discount rate the expected yield on the
Bonds treating the fee paid as interest on the Bonds) is less than the present value of the interest
reasonably expected to be saved on the Bonds over the term of the Bonds as a result of the
Municipal Bond Insurance Policy.
Upon the sale of the Bonds, the Designated Representatives shall prepare a Notification
of Sale of the Bonds, which shall include the pertinent details of sale as provided herein (the
"Bond Notification"). In the Bond Notification, the Designated Representatives shall find and
determine that the Bonds have been sold at such price and bear interest at such rates that either
the true interest cost (yield) or the net interest rate received upon the sale of the Bonds does not
exceed the maximum rate otherwise authorized by applicable law and that the net present value
debt service savings to the City as a result of the issuance of the Bonds and the refunding of the
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Refunded Bonds (measured on a series by series basis) is not less than 3.00% of the principal
amount of the Refunded Bonds. The Bond Notification shall be entered into the records of the
City and made available to the Council at the next regular meeting thereof; but such action shall
be for information purposes only, and the Council shall have no right or authority at such time to
approve or reject such sale as evidenced in the Bond Notification.
Upon the sale of the Bonds, as evidenced by the execution and delivery of the Bond
Notification by the Designated Representatives, the Mayor, City Clerk, and City Treasurer and
any other officers of the City, as shall be appropriate, shall be and are hereby authorized and
directed to approve or execute, or both, such documents of sale of the Bonds as may be
necessary, including, without limitation, one or more contracts for the sale of the Bonds between
the City and the Purchaser (the "Purchase Contracts").
The use by the Purchaser of any Preliminary Official Statement and any final Official
Statement relating to the Bonds (the "Official Statement") is hereby ratified, approved and
authorized; the execution and delivery of the Official Statement is hereby authorized; and the
officers of the Council are hereby authorized to take any action as may be required on the part of
the City to consummate the transactions contemplated by the Purchase Contracts, this Ordinance,
said Preliminary Official Statement, the Official Statement and the Bonds.
Section 10. Tax Levy. In order to provide for the collection of a direct annual tax
sufficient to pay the interest on the Bonds as it falls due, and also to pay and discharge the
principal thereof at maturity, there be and there is hereby levied upon all the taxable property
within the City a direct annual tax for each of the years while the Bonds or any of them are
outstanding, in amounts sufficient for that purpose, and that there be and there is hereby levied
upon all of the taxable property in the City, the following direct annual tax for the 2015A Bonds,
to -wit:
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FOR THE YEAR
0111W
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
; and for the 2015B Bonds, to -wit:
A TAX SUFFICIENT TO PRODUCE THE SUM OF:
$1,300,000
for
interest and principal up to and
$750,000
including December 15, 2016
$1,300,000
for
interest and principal
$1,300,000
for
interest and principal
$1,300,000
for
interest and principal
$1,300,000
for
interest and principal
$1,300,000
for
interest and principal
$1,300,000
for
interest and principal
$1,300,000
for
interest and principal
$1,300,000
for
interest and principal
$1,300,000
for
interest and principal
$1,300,000
for
interest and principal
$1,300,000
for
interest and principal
FOR THE YEAR
A TAX SUFFICIENT TO PRODUCE THE SUM OF:
2015
$750,000
for interest and principal up to and
including December 15, 2016
2016
$750,000
for interest and principal
2017
$750,000
for interest and principal
2018
$750,000
for interest and principal
Principal or interest maturing at any time when there are not sufficient funds on hand
from the foregoing tax levy to pay the same shall be paid from the general funds of the City, and
the fund from which such payment was made shall be reimbursed out of the taxes hereby levied
when the same shall be collected. Principal and interest on the Bonds payable through and
including December 15, 2015, is expected to be payable from funds collected from the levy of
taxes to pay the Refunded Bonds and no taxes are expected to be levied to pay the same;
provided, however, all taxable property in the City is subject to the levy of taxes to pay the same
without limitation as to rate or amount.
The City covenants and agrees with the purchasers and the holders of the Bonds that so
long as any of the Bonds remain outstanding, the City will take no action or fail to take any
action which in any way would adversely affect the ability of the City to levy and collect the
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foregoing tax levy and the City and its officers will comply with all present and future applicable
laws in order to assure that the foregoing taxes will be levied, extended and collected as provided
herein and deposited in the fund established to pay the principal of and interest on the Bonds.
To the extent that the taxes levied above exceed the amount necessary to pay debt service
on the Bonds as set forth in the Bond Notification, the Mayor, City Clerk and City Treasurer are
hereby authorized to direct the abatement of such taxes to the extent of the excess of such levy in
each year over the amount necessary to pay debt service on the Bonds in the following bond
year. Proper notice of such abatement shall be filed with the County Clerks of The Counties of
Kane and Cook, Illinois (the "County Clerks "), in a timely manner to effect such abatement.
Section 11. Filing of Ordinance and Certificate of Reduction of Taxes. Forthwith upon
the passage of this Ordinance, the City Clerk is hereby directed to file a certified copy of this
Ordinance with the County Clerks, and it shall be the duty of the County Clerks to annually in
and for each of the years 2015 to 2026, inclusive, ascertain the rate necessary to produce the tax
herein levied, and extend the same for collection on the tax books against all of the taxable
property within the City in connection with other taxes levied in each of said years for general
municipal purposes, in order to raise the respective amounts aforesaid and in each of said years
such annual tax shall be computed, extended and collected in the same manner as now or
hereafter provided by law for the computation, extension and collection of taxes for general
municipal purposes of the City, and when collected, the taxes hereby levied shall be placed to the
credit of a special fund to be designated "Bond and Interest Fund Account of 2015" (the "Bond
Fund"), which taxes are hereby irrevocably pledged to and shall be used only for the purpose of
paying the principal of and interest on the Bonds.
The Mayor, City Clerk and City Treasurer be and the same are hereby directed to prepare
and file with the County Clerks, a Certificate of Reduction of Taxes Heretofore Levied for the
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Payment of Bonds showing the Prior Bonds being refunded and directing the abatement of the
taxes heretofore levied for the years 2015 to 2026, inclusive, to pay the Refunded Bonds.
Section 12. Use of Taxes Heretofore Levied. All proceeds received or to be received
from any taxes heretofore levied to pay principal and interest on the Refunded Bonds, including
the proceeds received or to be received from the taxes levied for the year 2014 for such purpose,
shall be used to pay the principal of and interest on the Refunded Bonds and to the extent that
such proceeds are not needed for such purpose because of the establishment of the escrow
referred to in Section 13 hereof, the same shall be deposited into the Bond Fund and used to pay
principal and interest on the Bonds in accordance with all of the provisions of this Ordinance.
Section 13. Use of Bond Proceeds. Accrued interest, if any, received on the delivery of
the Bonds is hereby appropriated for the purpose of paying first interest due on the Bonds and is
hereby ordered deposited into the Bond Fund.
Simultaneously with the delivery of the 2015A Bonds, the principal proceeds of the
2015A Bonds, together with any premium received from the sale of the 2015A Bonds and such
additional amounts as may be necessary from the general funds of the City, are hereby
appropriated to pay the costs of issuance of the 2015A Bonds and for the purpose of refunding
the Refunded 2007 Bonds and the Refunded 2008A Bonds, and that portion thereof not needed
to pay such costs is hereby ordered deposited in escrow pursuant to an Escrow Agreement
entered into between the City and U.S. Bank National Association, Chicago, Illinois, as escrow
agent (the "Escrow Agent"), in substantially in the form attached hereto as ExhibitA (the
"Escrow Agreement") and made a part hereof by this reference, or with such changes therein as
shall be approved by the officers of the City executing the Escrow Agreement, such execution to
constitute evidence of the approval of such changes, for the purpose of paying the principal of
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and interest on the Refunded 2007 Bonds and the Refunded 2008A Bonds upon redemption
thereof.
Simultaneously with the delivery of the 2015B Bonds, the principal proceeds of the
2015B Bonds, together with any premium received from the sale of the 2015B Bonds and such
additional amounts as may be necessary from the general funds of the City, are hereby
appropriated to pay the costs of issuance of the 2015B Bonds and for the purpose of refunding
the Refunded 2005A Bonds, and that portion thereof not needed to pay such costs is hereby
ordered deposited in escrow pursuant to the Escrow Agreement, for the purpose of paying the
principal of and interest on the Refunded 2005A Bonds when due and upon redemption prior to
maturity.
The Council approves the form, terms and provisions of the Escrow Agreement and
directs the Mayor and the City Clerk to execute, attest, seal and deliver the Escrow Agreement in
the name and on behalf of the City. Amounts in the escrow may be used to purchase the
non -callable direct obligations of or non -callable obligations guaranteed by the full faith and
credit of the United States of America as to principal and interest or U.S. Treasury Securities—
State and Local Government Series (the "Government Securities ") to provide for the principal
and interest payable on the Refunded Bonds upon redemption thereof. The Escrow Agent and
the Purchaser are hereby authorized to act as agent for the City in the purchase of the
Government Securities. At the time of issuance of the Bonds, the costs of issuance of the Bonds
may be paid by the Purchaser or the Escrow Agent on behalf of the City from the proceeds of the
Bonds.
In accordance with the redemption provisions of the ordinances authorizing the issuance
of the Refunded Bonds, the City by the Council does hereby make provision for the payment of
and does hereby call (subject only to the delivery of the Bonds) the Refunded Bonds for
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redemption on their earliest possible and practicable redemption date, all as provided by the
terms of the Escrow Agreement.
Section 14. Non -Arbitrage and Tax -Exemption. The City hereby covenants that it will
not take any action, omit to take any action or permit the taking or omission of any action within
its control (including, without limitation, making or permitting any use of the proceeds of the
2015A Bonds) if taking, permitting or omitting to take such action would cause any of the
2015A Bonds to be an arbitrage bond or a private activity bond within the meaning of the
Internal Revenue Code of 1986, as amended (the "Code "), or would otherwise cause the interest
on the 2015A Bonds to be included in the gross income of the recipients thereof for federal
income tax purposes. The City acknowledges that, in the event of an examination by the Internal
Revenue Service (the "IRS") of the exemption from Federal income taxation for interest paid on
the 2015A Bonds, under present rules, the City may be treated as a "taxpayer" in such
examination and agrees that it will respond in a commercially reasonable manner to any inquiries
from the IRS in connection with such an examination.
The City also agrees and covenants with the purchasers and holders of the 2015A Bonds
from time to time outstanding that, to the extent possible under Illinois law, it will comply with
whatever federal tax law is adopted in the future which applies to the 2015A Bonds and affects
the tax-exempt status of the 2015A Bonds.
The Council hereby authorizes the officials of the City responsible for issuing the
2015A Bonds, the same being the Mayor, City Clerk and City Treasurer, to make such further
covenants and certifications regarding the specific use of the proceeds of the 2015A Bonds as
approved by the Council and as may be necessary to assure that the use thereof will not cause the
2015A Bonds to be arbitrage bonds and to assure that the interest on the 2015A Bonds will be
exempt from federal income taxation. In connection therewith, the City and the Council further
agree: (a) through their officers, to make such further specific covenants, representations as shall
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be truthful, and assurances as may be necessary or advisable; (b) to consult with counsel
approving the 2015A Bonds and to comply with such advice as may be given; (c) to pay to the
United States, as necessary, such sums of money representing required rebates of excess
arbitrage profits relating to the 2015A Bonds; (d) to file such forms, statements, and supporting
documents as may be required and in a timely manner; and (e) if deemed necessary or advisable
by their officers, to employ and pay fiscal agents, financial advisors, attorneys, and other persons
to assist the City in such compliance.
Section 15. List of Bondholders. The Bond Registrar shall maintain a list of the names
and addresses of the holders of all Bonds and upon any transfer shall add the name and address
of the new Bondholder and eliminate the name and address of the transferor Bondholder.
Section 16. Duties of Bond Registrar. If requested by the Bond Registrar, the Mayor
and City Clerk are authorized to execute the Bond Registrar's standard form of agreement
between the City and the Bond Registrar with respect to the obligations and duties of the Bond
Registrar hereunder which may include the following:
(a) to act as bond registrar, authenticating agent, paying agent and transfer
agent as provided herein;
(b) to maintain a list of Bondholders as set forth herein and to famish such list
to the City upon request, but otherwise to keep such list confidential;
(c) to give notice of redemption of the Bonds as provided herein;
(d) to cancel and/or destroy Bonds which have been paid at maturity or
submitted for exchange or transfer;
(e) to furnish the City at least annually a certificate with respect to Bonds
cancelled and/or destroyed; and
(f) to furnish the City at least annually an audit confirmation of Bonds paid,
Bonds outstanding and payments made with respect to interest on the Bonds.
_27_
(^ Section 17. Continuing Disclosure Undertaking. The Mayor or City Treasurer is
hereby authorized, empowered and directed to execute and deliver one or more Continuing
Disclosure Undertakings (the "Continuing Disclosure Undertaking") in connection with the
issuance of the Bonds, with such provisions therein as he or she shall approve, his or her
execution thereof to constitute conclusive evidence of his or her approval of such provisions.
When the Continuing Disclosure Undertaking is executed and delivered on behalf of the City as
herein provided, the Continuing Disclosure Undertaking will be binding on the City and the
officers, employees and agents of the City, and the officers, employees and agents of the City are
hereby authorized, empowered and directed to do all such acts and things and to execute all such
documents as may be necessary to carry out and comply with the provisions of the Continuing
Disclosure Undertaking as executed. Notwithstanding any other provision of this Ordinance, the
sole remedies for failure to comply with the Continuing Disclosure Undertaking shall be the
ability of the beneficial owner of any Bond to seek mandamus or specific performance by court
order, to cause the City to comply with its obligations under the Continuing Disclosure
Undertaking.
Section 18. Municipal Bond Insurance. In the event the payment of principal and
interest on the Bonds is insured pursuant to a municipal bond insurance policy (the "Municipal
Bond Insurance Policy") issued by a bond insurer (the "Bond Insurer"), and as long as such
Municipal Bond Insurance Policy shall be in full force and effect, the City and the Bond
Registrar agree to comply with such usual and reasonable provisions regarding presentment and
payment of the Bonds, subrogation of the rights of the Bondholders to the Bond Insurer upon
payment of the Bonds by the Bond Insurer, amendment hereof, or other terms, as approved by
the Mayor of the City on advice of counsel, his or her approval to constitute full and complete
acceptance by the City of such terms and provisions under authority of this Section.
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Section 19. Record -Keeping Policy and Post -Issuance Compliance Matters. The
Council has previously adopted a record-keeping policy (the "Policy") to maintain sufficient
records to demonstrate compliance with its covenants and expectations to ensure the appropriate
federal tax status for the Bonds and other debt obligations of the City, the interest on which is
excludable from "gross income" for federal income tax purposes or which enable the City or the
holder to receive federal tax benefits, including, but not limited to, qualified tax credit bonds and
other specified tax credit bonds (including the Bonds). The Council and the City hereby reaffirm
the Policy.
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Section 20. Superseder and Effective Date. All ordinances, resolutions, and orders, or
parts thereof, in conflict herewith, are to the extent of such conflict hereby superseded; and this
Ordinance shall be in full force and effect immediately upon its passage, approval, and
publication.
ADOPTED: March 18, 2015
AYES: COUNCILMEMBERS DUNNE GAVIN MARTINEZ, POWELL, PRIGGE,
RAUSCHENBERGER SHAW STEFFEN AND MAYOR KAPTAIN.
NAYS: NONE.
ABSENT: NONE.
Approved: March 18, 2015
Mayor, City o lgin,
Kane and Cook Counties, Illinois
ATTEST:
"ija:�
City Clerk, City of Elgin,
Kane and Cook Counties, Illinois
Recorded in the City Records on March 18, 2015.
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EXHIBIT A
FORM OF ESCROW AGREEMENT
Council Member Powell moved and Council Member Gavin seconded the motion that
said ordinance as presented be adopted.
After a full and complete discussion thereof, the Mayor directed that the roll be called for
a vote upon the motion to adopt said ordinance.
Upon the roll being called, the following Council Members voted AYE: Dunne, Gavin,
Martinez Powell Prig_Qe Rauschenbereer, Shaw. Steffen, and Mayor Kantain.
NAY: None.
Whereupon the Mayor declared the motion carried and said ordinance was adopted and
approved by the Mayor, and the Mayor 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 duly made, seconded and carried, the meeting was adjourned.
_ro
•
STATE OF ILLINOIS )
) SS
COUNTY OF KANE )
CERTIFICATION OF ORDINANCE AND MINUTES
I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of
the City of Elgin, Kane and Cook Counties, Illinois (the "City"), and as such official I am the
keeper of the records and files of the Council thereof (the "Council").
I do further certify that the foregoing constitutes a full, true and complete transcript of the
minutes of the meeting of the Council held on the 18th day of March, 2015, insofar as same
relates to the adoption of Ordinance No. S2-15 entitled:
AN ORDINANCE providing for the issuance of one or more series of
General Obligation Refunding Bonds, Series 2015, of the City of
Elgin, Kane and Cook Counties, Illinois, in an aggregate amount
not to exceed $12,300,000 to refund certain outstanding bonds of
said City, providing for the levy of a direct annual tax sufficient to
pay the principal of and interest on said bonds, authorizing and
directing the execution of an escrow agreement in connection with
the issue of said bonds, and authorizing the sale of said bonds to
the purchaser thereof.
a true, correct and complete copy of which said ordinance as adopted at said meeting appears in
the foregoing transcript of the minutes of said meeting.
I do further certify that the deliberations of the Council on the adoption of said 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 was posted at the location where said meeting was held and at the principal office of the
Council at least 48 hours in advance of the holding of said meeting, that at least one copy of said
agenda was continuously available for public review during the entire 48-hour period preceding
said meeting, that said agenda contained a separate specific item concerning the proposed
adoption of said ordinance, a true, correct and complete copy of the agenda as so posted being
attached hereto as Exhibit A, that said meeting was called and held in strict compliance with the
provisions the Open Meetings Act of the State of Illinois, as amended, and with the provisions of
the Illinois Municipal Code, as amended, and that the Council has complied with all of the
applicable provisions of said Act and said Code and its procedural rules in the adoption of said
ordinance.
IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the City, this
18th day of March, 2015.
k%
City Clerk
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STATE OF ILLINOIS )
) SS
COUNTY OF KANE )
FILING CERTIFICATE
I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk
of The County of Kane, Illinois, and as such official I do further certify that on the _ day of
entitled:
2015, there was filed in my office a duly certified copy of Ordinance No. S2-15
AN ORDINANCE providing for the issuance of one or more series of
General Obligation Refunding Bonds, Series 2015, of the City of
Elgin, Kane and Cook Counties, Illinois, in an aggregate amount
not to exceed $12,300,000 to refund certain outstanding bonds of
said City, providing for the levy of a direct annual tax sufficient to
pay the principal of and interest on said bonds, authorizing and
directing the execution of an escrow agreement in connection with
the issue of said bonds, and authorizing the sale of said bonds to
the purchaser thereof.
duly adopted by the City Council of the City of Elgin, Kane and Cook Counties, Illinois, on the
18th day of March, 2015, and approved by the Mayor, and that the same has been deposited in
the official files and records of my office.
IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of said County,
this _ day of 2015.
County Clerk of The County of Kane, Illinois
[SEAL]
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
FILING CERTIFICATE
I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk
of The County of Cook, Illinois, and as such official I do further certify that on the _ day of
entitled:
2015, there was filed in my office a duly certified copy of Ordinance No. S2-15
AN ORDINANCE providing for the issuance of one or more series of
General Obligation Refunding Bonds, Series 2015, of the City of
Elgin, Kane and Cook Counties, Illinois, in an aggregate amount
not to exceed $12,300,000 to refund certain outstanding bonds of
said City, providing for the levy of a direct annual tax sufficient to
pay the principal of and interest on said bonds, authorizing and
directing the execution of an escrow agreement in connection with
the issue of said bonds, and authorizing the sale of said bonds to
the purchaser thereof.
duly adopted by the City Council of the City of Elgin, Kane and Cook Counties, Illinois, on the
18th day of March, 2015, and approved by the Mayor, and that the same has been deposited in
the official files and records of my office.
IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of said County,
this _ day of 2015
County Clerk of The County of Cook, Illinois
[SEAL]
STATE OF ILLINOIS )
) SS
COUNTY OF KANE )
CERTIFICATE OF PUBLICATION IN PAMPHLET FORM
I, the undersigned, do hereby certify that I am the duly qualified and acting City Clerk of
the City of Elgin, Kane and Cook Counties, Illinois (the "City"), and as such official I am the
keeper of the official journal of proceedings, books, records, minutes and files of the City and of
the City Council thereof (the "Council").
I do further certify that on the 20th day of March, 2015 there was published in pamphlet
form, by authority of the Council, a true, correct, and complete copy of Ordinance No. S2-15 of
the City entitled:
AN ORDINANCE providing for the issuance of one or more series of
General Obligation Refunding Bonds, Series 2015, of the City of
Elgin, Kane and Cook Counties, Illinois, in an aggregate amount
not to exceed $12,300,000 to refund certain outstanding bonds of
said City, providing for the levy of a direct annual tax sufficient to
pay the principal of and interest on said bonds, authorizing and
directing the execution of an escrow agreement in connection with
the issue of said bonds, and authorizing the sale of said bonds to
the purchaser thereof.
and providing for the issuance of said bonds, and that the ordinance as so published was on that
date readily available for public inspection and distribution, in sufficient number so as to meet
the needs of the general public, at my office as City Clerk located in the City.
IN WITNESS WHEREOF I have affixed hereto my official signature and the seal of the City
this 20th day of March, 2015.
EXHIBIT A
ESCROW AGREEMENT
This Escrow Agreement, dated as of
2015, but actually executed on the
date witnessed hereinbelow, by and between the City of Elgin, Kane and Cook Counties, Illinois
(the "City"), and U.S. Bank National Association, a national banking association having trust
powers, organized and operating under the laws of the United States of America, located in
Chicago, Illinois (the "Escrow Agent"), in consideration of the mutual promises and agreements
herein set forth:
WITNESSETH:
ARTICLE I
DEFINITIONS
The following words and terms used in this Agreement shall have the following
meanings unless the context or use clearly indicates another or different meaning:
Section 1.01
Agent.
Section 1.02
"Agreement" means this Agreement between the City and the Escrow
"Bonds" means, collectively, the
General Obligation
Refunding Bonds, Series 2015A (the "2015A Bonds"), and $ General Obligation
Refunding Bonds, Series 2015B (the "2015B Bonds"), each dated , 2015,
authorized to be issued by the Bond Ordinance.
Section 1.03. "Bond Ordinance" means the ordinance adopted on the 18th day of March,
2015, by the Council entitled:
0 -08 -Bond -Parameters Ordinance -Refunding -Series 2015 -SRS -S2 -15 -Exhibit A (Escrow Agr)
2228302
AN ORDINANCE providing for the issuance of one or more series of
General Obligation Refunding Bonds, Series 2015, of the City of
Elgin, Kane and Cook Counties, Illinois, in an aggregate amount
not to exceed $12,300,000 to refund certain outstanding bonds of
said City, providing for the levy of a direct annual tax sufficient to
pay the principal of and interest on said bonds, authorizing and
directing the execution of an escrow agreement in connection with
the issue of said bonds, and authorizing the sale of said bonds to
the purchaser thereof.
authorizing the issuance of the Bonds.
Section 1.04. "City" means the City of Elgin, Kane and Cook Counties, Illinois.
Section 1.05. "Code" means Section 148 of the Internal Revenue Code of 1986, and all
lawful regulations promulgated thereunder.
Section 1.06. "Council" means the City Council of the City.
Section 1.07. "Escrow Account" means the trust account established under this
Agreement by the deposit of the Government Securities and the beginning cash.
Section 1.08. "Escrow Agent" means U.S. Bank National Association, a national banking
association having trust powers, organized and operating under the laws of the United States of
America, located in Chicago, Illinois, not individually but in the capacity for the uses and
purposes hereinafter mentioned, or any successor thereto.
Section 1.09. "Government Securities" means the non -callable direct obligations of or
non -callable obligations guaranteed by the full faith and credit of the United States of America as
to principal and interest deposited hereunder as more particularly described in Exhibit A to this
Agreement.
Section 1.10. "Paying Agent" means the
paying agent for the Refunded Bonds, and any successor thereto.
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as bond registrar and
Section 1.11. "Refunded Bonds " means the outstanding bonds of the City as follows:
(a) $ General Obligation Refunding Bonds, Series 2005A, dated
2005 (the "Refunded 2005A Bonds"), being a portion of the bonds
outstanding from an issue in the original principal amount of $ 000, fully
registered and without coupons, due serially on December 15 of the years, in the amounts
and bearing interest at the rates per annum as follows:
YEAR OF PRINCIPAL RATE OF
MATURITY AMOUNT INTEREST
2016 $
2017
2018
2019
(b) $ General Obligation Corporate Purpose Bonds, Series 2007.
Dated 2007 (the "Refunded 2007 Bonds"), being a portion of the bonds
outstanding from an issue in the original principal amount of $ 000, fully
registered and without coupons, due serially on December 15 of the years, in the amounts
and bearing interest at the rates per annum as follows:
YEAR OF PRINCIPAL RATE OF
MATURITY AMOUNT INTEREST
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
(c) $ General Obligation Corporate Purpose Bonds, Series 2008A,
dated '2008 (the "Refunded 2008A Bonds"), being a portion of the bonds
outstanding from an issue in the original principal amount of $ 000, fully
registered and without coupons, due serially on December 15 of the years, in the amounts
and bearing interest at the rates per annum as follows:
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YEAR OF PRINCIPAL RATE OF
MATURITY AMOUNT INTEREST
2019
2020
2021
2022
2023
2024
2025
2026
2027
$
Section 1.12. "Treasurer" means the Treasurer of the City.
ARTICLE II
CREATION OF ESCROW
Section 2.01. The City by the Bond Ordinance has authorized the issue and delivery of
the Bonds, proceeds of which, together with certain funds of the City on hand and legally
available for such purpose, are to be used to refund the Refunded Bonds by the deposit on
demand and to purchase on behalf of the City the Government Securities described in Exhibit A
hereto. Such deposit and securities will provide all moneys necessary to pay the principal of and
interest on the Refunded Bonds upon redemption prior to maturity.
Section 2.02. The City deposits
from the proceeds of the Bonds, and
from funds on hand and legally available for the purchase of the Government
Securities described in Exhibit hereto and the fending of a beginning cash escrow deposit on
demand in the amount of $
The beginning deposit and the Government
Securities described in Exhibit A hereto are held in an irrevocable trust fund account for the City
to the benefit of the holders of the Refunded Bonds to pay the principal of and interest on the
Refunded Bonds when due and upon redemption prior to maturity.
Section 2.03. The Escrow Agent and the City have each received the report of Stanley P.
Stone & Associates, Inc., New York, New York, attached hereto as Exhibit B (the "Verification
In
Report "), that the principal of and income and profit to be received from the Government
Securities, when paid at maturity, and the cash held in accordance with Section 2.02 hereof, will
be sufficient, at all times pending the final payment of the Refunded Bonds, to pay all interest on
and all principal of the Refunded Bonds when due and upon redemption prior to maturity as
evidenced by the Verification Report.
ARTICLE III
COVENANTS OF ESCROW AGENT
The Escrow Agent covenants and agrees with the City as follows:
Section 3.01. The Escrow Agent will hold the Government Securities and all interest
income or profit derived therefrom and all uninvested cash in an irrevocable segregated and
separate trust fund account for the sole and exclusive benefit of the holders of the Refunded
Bonds until final payment thereof.
Section 3.02. The beginning cash escrow deposit shall not be invested by the Escrow
Agent. Otherwise, the Escrow Agent will reinvest all available uninvested balances (rounded to
an even $100) in the Escrow Account on deposit from time to time, whenever said balances
exceed $1,000, and acknowledges that the schedule of amounts available for reinvestment
appears in the cash flow tables in the Verification Report. Investments so made shall be in direct
obligations of or obligations guaranteed by the full faith and credit of the United States of
America and shall be scheduled to mature on or prior to the next succeeding interest payment
date on the Refunded Bonds on which such proceeds will be needed to pay the principal of or
interest on the Refunded Bonds. Such investments shall, to the extent possible, be in zero -yield
obligations issued directly by the Bureau of Fiscal Service of the United States Treasury
(currently designated "U. S. Treasury Securities—State and Local Government
Series Certificates of Indebtedness, Notes or Bonds") ( "SLGS "). Such investments shall be
SIB
made only to the extent permitted by, and shall be made in accordance with, the applicable
statutes, rules and regulations governing such investments issued by the Bureau of Fiscal
Service. The Escrow Agent expressly recognizes that under current regulations all SLGS must
be subscribed for not less than 5 days nor more than 60 days prior to date of issuance.
If the Department of the Treasury (or the Bureau of Fiscal Service) of the United States
suspends the sale of SLGS causing the Escrow Agent to be unable to purchase SLGS, then the
Escrow Agent will take the following actions. On the date it would have purchased SLGS had it
been able to do so, the Escrow Agent will purchase direct obligations of or obligations
guaranteed by the full faith and credit of the United States maturing no more than 90 days after
the date of purchase (the "Alternate Investment"). The purchase price of the Alternate
Investment shall be as close as possible to the principal amount of the SLGS that would have
been purchased on such date if they had been available for purchase. The Escrow Agent will
purchase each Alternate Investment at a price no higher than the fair market value of the
Alternate Investment and will maintain records demonstrating compliance with this requirement.
On the maturity of each Alternate Investment, the Escrow Agent shall pay the difference
between the total of the receipts on the Alternate Investment and the purchase price of the
Alternate Investment to the City with a notice to the City that such amount must be paid to the
Internal Revenue Service pursuant to Rev. Proc. 95-47 or successor provisions including any
finalized version of Prop. Treas. Reg. Section 1.148-5(c). If the Alternate Investment matures
more than 14 days prior to the next succeeding interest payment date on the Refunded Bonds on
which such proceeds will be needed to pay principal of or interest on the Refunded Bonds, the
Escrow Agent shall treat such amounts as an uninvested balance available for reinvestment and
shall take all reasonable steps to invest such amounts in SLGS (or additional Alternate
Investments as provided in this Section).
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The Escrow Agent shall hold balances not so invested in the Escrow Account on demand
and in trust for the purposes hereof and shall secure same in accordance with applicable Illinois
law for the securing of public funds.
Section 3.03. The City shall not direct the Escrow Agent to take any action in the
investment or securing of the proceeds of the Government Securities, which would cause the
Bonds to be classified as "arbitrage bonds" under the Code. The Escrow Agent shall be under no
duty to affirmatively inquire whether the Government Securities as deposited are properly
invested under the Code; and it may rely on all specific directions in this Agreement in the
investment or reinvestment of balances held hereunder.
Section 3.04. The Escrow Agent will promptly collect the principal, interest or profit
from the Government Securities and promptly apply the same as necessary to the payment of
principal and interest on the Refunded Bonds when due and upon redemption prior to maturity as
herein provided.
Section 3.05. The Escrow Agent will remit to the Paying Agent, in good funds on or
before each principal or interest payment or redemption date on the Refunded Bonds, moneys
sufficient to pay such principal, interest and redemption price as will meet the requirements for
the retirement of the Refunded Bonds, and such remittances shall fully release and discharge the
Escrow Agent from any further duty or obligation thereto under this Agreement.
Section 3.06. The Escrow Agent will make no payment of fees, charges or expenses due
or to become due, of the Paying Agent or the bond registrar and paying agent on the Bonds, and
the City either paid such fees, charges and expenses in advance as set forth in Section 3.07
hereof or covenants to pay the same as they become due.
Section 3.07. The charges, fees and expenses of the Escrow Agent (other than any
charges, fees and expenses incurred pursuant to Section 3.08 hereof) have been paid in advance,
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and all charges, fees or expenses of the Escrow Agent in carrying out any of the duties, terms or
provisions of this Agreement shall be paid solely therefrom.
Section 3.0& The City has called the Refunded 2005A Bonds for redemption and
payment prior to maturity on December 15, 2015, the Refunded 2007 Bonds for redemption and
payment prior to maturity on December 15, 2015, and the Refunded 2008A Bonds for
redemption and payment prior to maturity on December 15, 2018. The Escrow Agent will
provide for and give timely notice of the call for redemption of such Refunded Bonds on behalf
of the City. The form and time of the giving of such notice regarding such Refunded Bonds shall
be as specified in the ordinances authorizing the issuance of the Refunded Bonds. The City shall
reimburse the Escrow Agent for any actual out of pocket expenses incurred in the giving of such
notice, but the failure of the City to make such payment shall not in any respect whatsoever
relieve the Escrow Agent from carrying out any of the duties, terms or provisions of this
Agreement.
The Escrow Agent shall also give notice of the call of the Refunded Bonds, on or before
the date the notice of such redemption is given to the holders of the Refunded Bonds, to the
Municipal Securities Rulemaking Council (the "MSRB ") through its Electronic Municipal
Market Access system for municipal securities disclosure or through any other electronic format
or system prescribed by the MSRB for purposes of Rule 15c2-12 adopted by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended. Information
with respect to procedures for submitting notice can be found at https://msrb.org.
Section 3.09. The Escrow Agent has all the powers and duties herein set forth with no
liability in connection with any act or omission to act hereunder, except for its own negligence or
willful breach of trust, and shall be under no obligation to institute any suit or action or other
proceeding under this Agreement or to enter any appearance in any suit, action or proceeding in
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which it may be defendant or to take any steps in the enforcement of its, or any, rights and
powers hereunder, nor shall be deemed to have failed to take any such action, unless and until it
shall have been indemnified by the City to its satisfaction against any and all costs and expenses,
outlays, counsel fees and other disbursements, including its own reasonable fees, and if any
judgment, decree or recovery be obtained by the Escrow Agent, payment of all sums due it, as
aforesaid, shall be a first charge against the amount of any such judgment, decree or recovery.
Section 3.10. The Escrow Agent may in good faith buy, sell or hold and deal in any of the
Bonds or the Refunded Bonds.
Section 3.11. The Escrow Agent will submit to the Treasurer a statement within forty-five
(45) days after June 2 and December 2 of each calendar year, commencing June 2, 2015,
itemizing all moneys received by it and all payments made by it under the provisions of this
Agreement during the preceding six (6) month period (or, for the first period, from the date of
delivery of the Bonds to June 2, 2015), and also listing the Government Securities on deposit
therewith on the date of said report, including all moneys held by it received as interest on or
profit from the collection of the Government Securities.
Section 3.12. If at any time it shall appear to the Escrow Agent that the available proceeds
of the Government Securities and deposits on demand in the Escrow Account will not be
sufficient to make any payment due to the holders of any of the Refunded Bonds, the Escrow
Agent shall notify the Treasurer and the Council, not less than five (5) days prior to such date,
and the City agrees that it will from any funds legally available for such purpose make up the
anticipated deficit so that no default in the making of any such payment will occur.
I a,
U
ARTICLE IV
COVENANTS OF CITY
The City covenants and agrees with the Escrow Agent as follows:
Section 4.01. The Escrow Agent shall have no responsibility or liability whatsoever for
(a) any of the recitals of the City herein, (b) the performance of or compliance with any
covenant, condition, term or provision of the Bond Ordinance, and (c) any undertaking or
statement of the City hereunder or under the Bond Ordinance.
Section 4.02. All payments to be made by, and all acts and duties required to be done by,
the Escrow Agent under the terms and provisions of this Agreement, shall be made and done by
the Escrow Agent without any further direction or authority of the City or the Treasurer.
Section 4.03. The City will take no action regarding the proceeds of the Bonds which
would cause the Bonds to be classified as "arbitrage bonds" under the Code, and the City will
take any and all further action necessary to ensure that adequate provision is made for the
payment of the Refunded Bonds and that neither the Refunded Bonds nor the Bonds are
classified as "arbitrage bonds" under the Code.
ARTICLE V
AMENDMENTS, REINVESTMENT OF
FUNDS, IRREVOCABILITY OF AGREEMENT
Section 5.01. Except as provided in Section 5.04 hereof, all of the rights, powers, duties
and obligations of the Escrow Agent hereunder shall be irrevocable and shall not be subject to
amendment by the Escrow Agent and shall be binding on any successor to the Escrow Agent
during the term of this Agreement.
Section 5.02. Except as provided in Section 5.04 hereof, all of the rights, powers, duties
and obligations of the City hereunder shall be irrevocable and shall not be subject to amendment
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by the City and shall be binding on any successor to the officials now comprising the Council
during the term of this Agreement.
Section 5.03. Except as provided in Section 5.04 hereof, all of the rights, powers, duties
and obligations of the Treasurer hereunder shall be irrevocable and shall not be subject to
amendment by the Treasurer and shall be binding on any successor to said official now in office
during the term of this Agreement.
Section 5.04. This Agreement may be amended or supplemented, and the Government
Securities or any portion thereof may be sold, redeemed, invested or reinvested, in any manner
provided (any such amendment, supplement, or direction to sell, redeem, invest or reinvest to be
referred to as a "Subsequent Action"), upon submission to the Escrow Agent of each of the
following:
(1) Certified copy of proceedings of the Council authorizing the Subsequent
Action and copy of the document effecting the Subsequent Action signed by duly
designated officers of the City.
(2) An opinion of nationally recognized bond counsel or tax counsel nationally
recognized as having an expertise in the area of tax-exempt municipal bonds that the
Subsequent Action has been duly authorized by the Council and will not adversely affect
the tax-exempt status of the interest on the Bonds or the Refunded Bonds nor violate the
covenants of the City not to cause the Bonds or the Refunded Bonds to become "arbitrage
bonds" under the Code, and that the Subsequent Action does not materially adversely
affect the legal rights of the holders of the Bonds and the Refunded Bonds.
(3) An opinion of a firm of nationally recognized independent certified public
accountants or consultants nationally recognized as having an expertise in the area of
refunding escrows that the amounts (which will consist of cash or deposits on demand
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held in trust or receipts from non -callable direct obligations of or non -callable obligations
guaranteed by the full faith and credit of the United States of America, all of which shall
be held hereunder) available or to be available for payment of the Refunded Bonds will
remain sufficient to pay when due all principal and interest on the Refunded Bonds after
the taking of the Subsequent Action.
ARTICLE VI
MERGER, CONSOLIDATION OR RESIGNATION OF ESCROW AGENT
Any banking association or corporation into which the Escrow Agent may be merged,
converted or with which the Escrow Agent may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which the Escrow Agent shall be a party, or any
banking association or corporation to which all or substantially all of the corporate trust business
of the Escrow Agent shall be transferred, shall succeed to all the Escrow Agent's rights,
obligations and immunities hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. The
Escrow Agent may at any time resign as Escrow Agent under this Agreement by giving 30 days'
written notice to the City, and such resignation shall take effect upon the appointment of a
successor Escrow Agent by the City. The City may select as successor Escrow Agent any
financial institution with capital, surplus and undivided profits of at least $75,000,000 and having
a corporate trust office within the State of Illinois, and which is authorized to maintain trust
accounts for municipal corporations in Illinois under applicable law.
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ARTICLE VII
NOTICES TO THE CITY,
THE TREASURER AND THE ESCROW AGENT
Section 7.01. All notices and communications to the City and the Council shall be
addressed in writing to: City Council, City of Elgin, 150 Dexter Court, Elgin, Illinois 60120.
Section 7.02. All notices and communications to the Treasurer shall be addressed in
writing to: City Treasurer, City of Elgin, 150 Dexter Court, Elgin, Illinois 60120.
Section 7.03. All notices and communications to the Escrow Agent shall be addressed in
writing to: Corporate Trust Department, U.S. Bank National Association, 190 South LaSalle
Street, 10th Floor, Chicago, Illinois 60603.
ARTICLE VIII
TERMINATION OF AGREEMENT
Section 8.01. That, upon final disbursement of funds sufficient to pay the principal and
interest of the Refunded Bonds as hereinabove provided for, the Escrow Agent will transfer any
balance remaining in the Escrow Account to the Treasurer with due notice thereof mailed to the
Council, and thereupon this Agreement shall terminate.
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IN WITNESS WHEREOF, the City of Elgin, Kane and Cook Counties, Illinois, has caused
this Agreement to be signed in its name by its Mayor and to be attested by its City Clerk under
its seal hereunto affixed; and U.S. Bank National Association, Chicago, Illinois, not individually,
but in the capacity as hereinabove described, has caused this Agreement to be signed in its
corporate name by one of its officers and attested by one of its officers, all as of the _ day of
2015.
CITY OF ELGIN, KANE AND COOK COUNTIES,
ILLINOIS
By
M or
Attest:
""lerk
Attest:
U.S. BANK NATIONAL ASSOCIATION
Chicago, Illinois
Lo
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Its
This Escrow Agreement received and acknowledged by me this _ day of
'2015.
Treasurer, City of Elgin,
Kane and Cook Counties, Illinois
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EXHIBIT A
GOVERNMENT SECURITIES
EXHIBIT B
VERIFICATION REPORT
CITY OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS
$8,855,000
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2015A
$2,090,000
TAXABLE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2015B
BOND PURCHASE AGREEMENT
April 8, 2015
City of Elgin
150 Dexter Court
Elgin, Illinois 60120
Ladies and Gentlemen:
The undersigned, Robert W. Baird & Co. Incorporated (the "Underwriter") offers to enter
into the following purchase agreement (this "Bond Purchase Agreement") with the City of Elgin,
Kane and Cook Counties, Illinois (the `Issuer") which, upon the Issuer's acceptance of this offer,
will be binding upon the Issuer and the Underwriter. This offer is made subject to the Issuer's
acceptance of this Bond Purchase Agreement, which acceptance shall be evidenced by the
execution of this Bond Purchase Agreement by a duly authorized officer of the Issuer, on or
before 11:00 P.M., Central Time on the date hereof. Upon such acceptance, execution and
delivery, this Bond Purchase Agreement shall be in full force and effect in accordance with its
terms and shall be binding upon the Issuer and the Underwriter. Except as expressly otherwise
defined herein, capitalized terms used herein shall have the same meanings as set forth in the
Ordinance or the Preliminary Official Statement (each as defined below).
1. Purchase and Sale. (a) Upon the terms and conditions and based on the
representations, warranties and covenants hereinafter set forth, the Underwriter hereby agrees to
purchase from the Issuer, and the Issuer hereby agrees to sell to the Underwriter, all (but not less
than all) of the $8,855,000.00 aggregate principal amount of the Issuer's General Obligation
Refunding Bonds, Series 2015A (the "2015A Bonds") and $2,090,000.00 Taxable General
Obligation Refunding Bonds, Series 2015B (the "2015B Bonds," together with the 2015A
Bonds, the "Bonds"), dated the date of payment for and the delivery of the Bonds (such payment
and delivery being herein sometimes called the "Closing"). The purchase price for the 2015A
Bonds shall be $9,196,479.52 (principal amount of the 2015A Bonds, plus original issue
premium of $417,778.70, less underwriter's discount of $76,299.18). The purchase price for the
2015B Bonds shall be $2,071,913.39 (principal amount of the 2015B Bonds, less underwriter's
discount of $18,086.61).
(b) The Bonds are authorized under and will be issued and secured pursuant to
a bond ordinance that the City Council of the Issuer adopted on March 18, 2015 (as
supplemented by a Bond Order and Notification of Sale, the "Ordinance").
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/ (c) The Bonds are general obligations of the Issuer secured by an irrevocable
pledge of the Issuer's full faith, credit, and taxing power. The Bonds shall be dated the date of
the Closing, shall mature on the dates and in the amounts, shall bear interest at the rates and shall
have the terms stated in Exhibits A and B attached hereto.
(d) The proceeds received by the Issuer from the sale of the 2015A Bonds will
be used to advance refund a portion of the Issuer's outstanding General Obligation Corporate
Purpose Bonds, Series 2007 and General Obligation Corporate Purpose Bonds, Series 2008A and
pay costs of issuance. The proceeds received by the Issuer from the sale of the 2015E Bonds will
be used to advance refund a portion of the Issuer's outstanding General Obligation Refunding
Bonds, Series 2005A and pay costs of issuance.
2. Sale of All the Bonds; Offerine. It shall be a condition to the Issuer's obligation
to sell and deliver the Bonds to the Underwriter, and to the obligation of the Underwriter to
purchase and accept delivery of the Bonds, that the entire principal amount of the Bonds is sold
and delivered by the Issuer and accepted and paid for by the Underwriter at the Closing. The
Underwriter intends to make a bona fide public offering of all the Bonds at a price or prices not
in excess of the initial public offering price or prices set forth on the inside front cover page of
the Official Statement. The Bonds may be offered and sold to certain dealers (including dealers
depositing such Bonds into investment trusts or mutual funds) at prices lower than such public
offering prices. The Underwriter reserves the right to make such changes in such prices as the
Underwriter shall deem necessary in connection with the offering of the Bonds.
3. Official Statement. The Issuer hereby ratifies and approves the Preliminary
Official Statement dated April 2, 2015 (the "Preliminary Official Statement"), and consents to its
distribution and use by the Underwriter prior to the date hereof in connection with the public
offering and sale of the Bonds. The Issuer confirms that the Preliminary Official Statement was
"deemed final" by the Issuer as of its date for purposes of Rule 15c2-12 of the United States
Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule").
Upon acceptance of this offer, the Issuer shall prepare a final Official Statement
and shall, within the earlier of seven (7) business days following the date hereof or two business
days prior to the Closing Date (as hereinafter defined), deliver to the Underwriter printed copies
of such final Official Statement (such final Official Statement, together with any amendment or
supplement thereto, being the "Official Statement") in sufficient quantity as may reasonably be
required by the Underwriter in order to comply with the Rule and any applicable rules of the
Municipal Securities Rulemaking Board (the "MSRB"). The Issuer hereby authorizes and
approves the Official Statement and consents to the use and distribution of the Official Statement
by the Underwriter in connection with the public offering and sale of the Bonds. At the time of
or prior to the Closing, the Underwriter will file, or cause to be filed, the Official Statement with
the MSRB. In addition, the Issuer hereby approves and authorizes the Underwriter to coordinate
the printing of the Official Statement and consents to the electronic distribution of the Official
Statement.
d1, —2—
4. The Issuer hereby represents, warrants and covenants that:
(a) The Issuer is a duly created and existing public and governmental body
acting as a municipality pursuant to the laws of the State of Illinois pursuant to the Illinois
Municipal Code of the State of Illinois (the "Municipal Code"), and is authorized pursuant to the
Municipal Code, the Local Government Debt Reform Act of the State of Illinois (the "Act"), in
each case as supplemented and, where necessary, superseded by the home rule powers of the
Issuer and the Ordinance to issue the Bonds.
(b) The Issuer has full legal right, power and authority to (i) adopt the
Ordinance and irrevocably pledge its full faith, credit, and taxing power as security for the
payment of the principal of, premium, if any, and interest on the Bonds; (ii) execute and deliver
this Bond Purchase Agreement and that certain Escrow Agreement between the Issuer and U.S.
Bank National Association (the "Escrow Agent"); (iii) and sell and deliver the Bonds to the
Underwriter as provided in this Bond Purchase Agreement; (iv) approve and authorize the
distribution of the Preliminary Official Statement and the Official Statement; and (v) carry out
and consummate all other transactions contemplated by this Bond Purchase Agreement, the
Ordinance, the Escrow Agreement, the Continuing Disclosure Undertaking to be dated the date
of the Bonds' issuance and delivery a form of which is attached to the Official Statement (the
"Continuing Disclosure Agreement") and the Official Statement.
(c) The Ordinance has been duly adopted by the Issuer, and the Issuer has duly
authorized all necessary action to be taken by the Issuer for: (i) the offering, issuance, sale, and
delivery of the Bonds upon the terms set forth herein and in the Official Statement, (ii) the
execution and delivery by the Issuer of the Bonds, this Bond Purchase Agreement, the Escrow
Agreement and the Continuing Disclosure Agreement and the performance of its obligations
under the Bonds, this Bond Purchase Agreement, the Ordinance, the Escrow Agreement, the
Continuing Disclosure Agreement and any and all such other agreements and documents as may
be required to be executed, delivered, and received by the Issuer in order to carry out, give effect
to, and consummate the transactions contemplated hereby and by the Official Statement (the
"Issuer Documents"), and (iii) the authorization of the use and distribution of the Official
Statement.
(d) The Ordinance, this Bond Purchase Agreement and any other instrument
or agreement to which the Issuer is a party in connection with the consummation of the
transactions contemplated by the foregoing documents, when executed, as applicable, and
delivered by the parties hereto, constitutes a legal, valid and binding obligation of the Issuer
(subject, as to the enforcement of remedies, to the valid exercise of judicial discretion, the
sovereign police powers of the State of Illinois and constitutional powers of the United States of
America and to any valid applicable bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting the rights of creditors generally and the exercise of judicial discretion in
accordance with general principles of equity).
(e) When delivered to and paid for by the Underwriter at the Closing, in
accordance with the provisions of this Bond Purchase Agreement, the Bonds will have been duly
authorized, executed, authenticated and delivered by the Issuer and will constitute legal, valid
and binding general obligations of the Issuer, enforceable in accordance with their terms
-3-
(subject, as to the enforcement of remedies, to the valid exercise of judicial discretion, the
sovereign police powers of the State of Illinois and constitutional powers of the United States of
America and to any valid applicable bankruptcy, insolvency, moratorium, reorganization or other
similar laws affecting the rights of creditors generally and the exercise of judicial discretion in
accordance with general principles of equity) and will be entitled to the benefits of, and secured
as provided in, the Ordinance.
(f) The Issuer has complied, and will at the Closing be in compliance, in all
material respects, with the Ordinance, the Municipal Code and the Act, and all other agreements
relating to projects undertaken by the Issuer or with respect to which the Issuer has assumed
responsibility; the Issuer will enter into the Continuing Disclosure Agreement; and the Issuer has
complied with all of its previous continuing disclosure obligations under the Rule, except as
otherwise disclosed in the Official Statement.
(g) There is no action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public board or body, pending or, to the knowledge of the Issuer,
threatened against or affecting the Issuer (or, to the knowledge of the Issuer, any meritorious
basis therefor) (i) attempting to limit, enjoin or otherwise restrict or prevent the Issuer from
functioning or contesting or questioning the existence of the Issuer or the titles of the present
officers of the Issuer to their offices or (ii) wherein an unfavorable decision, ruling or finding
would (A) adversely affect the existence or powers of the Issuer or the validity or enforceability
of the Bonds, the Ordinance, the Escrow Agreement, this Bond Purchase Agreement or any
agreement or instrument to which the Issuer is a party and which is used or contemplated for use
in the consummation of the transactions contemplated hereby including, without limitation, the
documents described in (B) below or by the aforesaid documents; or (B) materially adversely
affect (1) the transactions contemplated by the Issuer Documents or the Official Statement, or
(2) the exemption of the interest on the 2015A Bonds from federal income taxation.
(h) The Issuer's adoption of the Ordinance, its execution and delivery of the
Issuer Documents and the Bonds, and compliance with the provisions thereof and hereof, do not
and will not conflict with or constitute, on the Issuer's part, a violation of, breach of or default
under any material statute, existing law, administrative regulation, filing, decree or order, state or
federal, or any provision of the Constitution or laws of the State of Illinois, or any rule or
regulation of the Issuer, or any material indenture, mortgage, lease, deed of trust, note,
resolution, or other agreement or instrument to which the Issuer, or its properties, are subject or
by which the Issuer, or its properties, are or may be bound or, to the knowledge of the Issuer, any
order, rule or regulation of any regulatory body or court having jurisdiction over the Issuer or its
activities or properties.
(i) The Issuer is not in default in the payment of the principal of or interest on
any of its indebtedness for borrowed money and is not in default in any material respect under
any document or instrument under and subject to which any indebtedness for borrowed money
has been incurred which default would affect materially and adversely the transactions
contemplated by this Bond Purchase Agreement or the Issuer Documents. No event has
occurred or is continuing under the provisions of any such document or instrument that, with the
lapse of time or the giving of notice, or both, would constitute an event of default thereunder,
which event of default would affect adversely the transactions contemplated by this Bond
Purchase Agreement or the Issuer Documents.
0) The Issuer is not in material breach of or in default under the Ordinance,
any applicable law or administrative regulation of the State of Illinois or the United States, or
any applicable judgment or decree, or any loan agreement, note, resolution or other agreement or
instrument to which the Issuer is a party or is otherwise subject, which breach or default would in
any way materially adversely affect the authorization or issuance of the Bonds and the
transactions contemplated hereby, and no event has occurred and is continuing which, with the
passage of time or the giving of notice or both, would constitute such a breach or default.
(k) On and as of the Closing, all authorizations, consents, and approvals of,
notices to, registrations or filings with, or actions in respect of any governmental body, agency,
or other instrumentality or court required to be obtained, given, or taken on behalf of the Issuer
in connection with the execution, delivery and performance by the Issuer of this Bond Purchase
Agreement, the Bonds, and any other agreement or instrument to which the Issuer is a party and
which has been or will be executed in connection with the consummation of the transactions
contemplated by the foregoing documents, will have been obtained, given, or taken and will be
in full force and effect.
(1) Any certificate signed by an authorized officer of the Issuer delivered to
the Underwriter shall be deemed a representation and warranty by the Issuer to the Underwriter
as to the truth of the statements made therein.
(m) The Issuer has and will cooperate with the Underwriter and its counsel in
any endeavor to qualify the Bonds for offering and sale under the securities or "Blue Sky" laws
of such jurisdictions of the United States as the Underwriter may request; provided, however,
that the Issuer will not be required to execute a general or special consent to service of process or
qualify to do business in connection with any qualification or determination in any jurisdiction.
(n) The audited financial statements of the Issuer examined by Sikich LLP,
independent auditors, for the period ended December 31, 2013, present fairly the Issuer's
financial condition as of that date and the results of its operations for the respective period set
forth therein and have been prepared in accordance with generally accepted accounting
principles consistently applied. There has been no material adverse change in the financial
affairs of the Issuer since January 1, 2014, except as disclosed specifically in the Official
Statement.
(o) If between the date of this Bond Purchase Agreement and the date 25 days
after the "end of the underwriting period" for the Bonds, as defined in the Rule, any event occurs
which might or would cause the Official Statement to contain any untrue statement of a material
fact or to omit to state a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not
misleading, the Issuer shall promptly provide written notice to the Underwriter thereof, and if, in
the opinion of the Issuer or the Underwriter, such event requires the preparation and publication
of a supplement or amendment to the Official Statement, the Issuer shall at its expense
supplement or amend the Official Statement in a form and in a manner approved by the
-5-
Underwriter. For purposes of this Bond Purchase Agreement, the "end of the underwriting
period" shall be deemed to be the Closing Date (as hereinafter defined), unless the Underwriter
shall have notified the Issuer to the contrary on or before the Closing Date.
(p) If the Official Statement is supplemented or amended pursuant to
subsection (o) of this Section, at the time of each supplement or amendment thereto and (unless
subsequently again supplemented or amended pursuant to such subsection) at all times
subsequent thereto up to and including the Closing Date, the Issuer shall take all steps necessary
to ensure that the Official Statement as so supplemented or amended will not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
(q) The information in the Preliminary Official Statement, including its
attachments and appendices, at the time of acceptance hereof is correct in all material respects,
and such Preliminary Official Statement does not contain any untrue statement of a material fact
or omit to state a material fact required to be stated therein or necessary to make the statements
made therein, in the light of the circumstances under which they were made, not misleading; and
the information in the Official Statement as of its date and as of the Closing Date, will be true
and correct and will not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements made therein, in the light of
the circumstances under which they were made, not misleading.
The execution and delivery of this Bond Purchase Agreement by the Issuer shall
+ constitute a representation by the Issuer to the Underwriter that the representations, warranties
and covenants contained in this Section 4 are true as of the date hereof; provided that no officer
of the Issuer shall be individually liable for the breach of any representation, warranty or
covenant made by the Issuer in this Section 4.
5. Closing. At 10:00 a.m., Central Time, April 28, 2015, or at such other time or date
as the Issuer and the Underwriter shall mutually agree upon (the "Closing Date"), the Issuer
shall (a) deliver or cause to be delivered, through the custody of The Depository Trust
Company, New York, New York ("DTC") or its duly authorized FAST Agent, or at such place
as the Underwriter and the Issuer shall mutually agree upon, for the account of the Underwriter,
the Bonds duly executed by the Issuer in fully registered form, bearing proper CUSIP numbers,
and registered in the name of Cede & Co., as nominee of DTC, which will act as securities
depository for the Bonds; and (b) deliver or cause to be delivered, to the Underwriter in
Naperville, Illinois, or at such other place as the Issuer and the Underwriter may mutually agree
upon, the documents described in Section 6(d) hereof. Concurrently with the delivery of the
Bonds and the documents mentioned in Section 6(d) hereof at the Closing, subject to the
conditions contained herein, the Underwriter will accept such delivery and will pay the purchase
price of the Bonds to the order or account of the Issuer in the amount set forth in Exhibit A
hereof by wire transfer in immediately available funds. The Closing shall be conducted via
telephone. The Bonds, or facsimile copies thereof, shall be available for inspection by the
Underwriter at least two business days prior to Closing.
6. Closing Conditions/Right to Cancel. The Underwriter enters into this Agreement
in reliance upon the Issuer's representations and agreements herein and the performance by the
10
Issuer of its obligations hereunder, both as of the date hereof and as of the date of Closing. The
Underwriter's obligations under this Agreement are and shall be subject to the following
additional conditions:
(a) At the time of the Closing, the Ordinance shall be in full force and effect
and the Ordinance shall not have been amended, modified or supplemented, except as may have
been approved in writing by the Underwriter, and the Issuer shall have duly adopted, and there
shall be in full force and effect, such other ordinances or resolutions as, in the opinion of
Chapman and Cutler, LLP ("Bond Counsel"), shall be necessary in connection with the
transaction contemplated hereby.
(b) The Bonds, as set forth in Section 5 hereof, shall be deposited with DTC.
(c) The Underwriter shall have the right to cancel its obligation to purchase
the Bonds at the time of Closing if any of the documents, certificates or opinions to be delivered
to the Underwriter hereunder is not delivered at the time of Closing or if, between the date
hereof and the time of Closing, one or more of the following occurs:
(i) Legislation (whether or not yet introduced in Congress of the
United States ("Congress")) shall be enacted or be actively considered for enactment by
the Congress or recommended to the Congress by the President of the United States or
favorably reported for passage to either House of Congress by any committee of such
House, or a conference committee of both Houses, to which such legislation had been
referred for consideration, or a decision by a federal court of the United States or the
United States Tax Court shall be rendered, or an order, ruling, regulation or official
statement by or on behalf of the Treasury Department of the United States or the Internal
Revenue Service or other governmental agency shall be made or proposed, or a release
or official statement made by the President of the United States or by the Treasury
Department of the United States or the Internal Revenue Service, with respect to federal
taxation upon revenues or other income of the general character to be derived by the
Issuer or upon interest received on obligations of the general character of the Bonds
which in the Underwriter's judgment, materially adversely affects the market for the
Bonds; or
(ii) Legislation shall hereafter be enacted or actively considered for
enactment or introduction, with an effective date on or prior to the Closing, or a decision
by a court of the United States shall be rendered or a stop order, ruling, regulation or
proposed regulation by or on behalf of the Securities and Exchange Commission or other
agency having jurisdiction shall be made, to the effect that the issuance, sale and
delivery of the Bonds, or any other obligations of any similar public body of the general
character of the Issuer is in violation of the Securities Act of 1933, as amended, of the
Securities Exchange Act of 1934, as amended, or of the Trust Indenture Act of 1939, as
amended or with the purpose or effect of otherwise prohibiting the issuance, sale or
delivery of the Bonds, as contemplated hereby, or of obligations of the general character
of the Bonds; or
(iii) There shall have occurred any outbreak or escalation of hostilities
(may -7-
or other national or international calamity or crisis, the effect of such outbreak, calamity
or crisis on the financial markets of the United States being such as, in the Underwriter's
judgment, would make it impracticable for the Underwriter to deliver the Bonds; or
(iv) There shall be in force a general suspension of trading on the New
York Stock Exchange or minimum or maximum prices for trading shall have been fixed
and be in force, or maximum ranges for prices for securities shall have been required and
be in force on the New York Stock Exchange whether by virtue of a determination by
that Exchange or by order of the Securities and Exchange Commission or any other
governmental authority having jurisdiction; or
(v) A general banking moratorium shall have been declared by federal,
Illinois or New York authorities having jurisdiction, and be in force, or a major financial
crisis or a material disruption in commercial banking or securities settlement or
clearances services shall have occurred such as to make it, in the judgment of the
Underwriter, impractical or inadvisable to proceed with the offering of the Bonds as
contemplated in the Official Statement; or
(vi) an event shall occur which makes untrue or incorrect in any
material respect, as of the time of such event, any statement or information contained in
the Official Statement or which is not reflected in the Official Statement but should be
reflected therein in order to make the statements contained therein not misleading in any
material respect and requires an amendment of or supplement to the Official Statement
and the effect of which, in the judgment of the Underwriter, would materially adversely
affect the market for the Bonds or the sale, at the contemplated offering prices (or
yields), by the Underwriter of the Bonds; or
(vii) Fitch Ratings and Standard & Poor's Ratings Services, a Division
of the McGraw-Hill Companies, Inc. ("S&P") shall have taken any action to lower,
suspend or withdraw their respective ratings on the Bonds and such action, in the
opinion of the Underwriter, would adversely affect the market price or marketability of
the Bonds.
(d) At the Closing, the Underwriter shall receive the following documents, or
facsimile copies thereof:
(i) Duly certified copies of the Ordinance;
(ii) The approving opinion of Bond Counsel in the form set forth in
Appendix C of the Official Statement and a reliance letter addressed to the Underwriter,
each of which shall be dated the Closing Date;
(iii) A certificate, dated the date of Closing, of the duly authorized
representative(s) or officer(s) of the Issuer and in form and substance satisfactory to the
Underwriter, to the effect that (A) the representations and agreements of the Issuer
herein are true and correct in all material respects as of the date of Closing; (B) the
financial information relating to the Issuer provided to the Underwriter presents fairly
12
the financial position of the Issuer as of the date indicated therein and the results of its
operations for the period specified therein and the financial statements from which such
information was derived have been prepared in accordance with applicable law with
respect to the period involved; (C) since January 1, 2014, there has not been any material
adverse change in the financial condition of the Issuer taken as a whole or no increase in
the Issuer's indebtedness for borrowed money, other than as previously disclosed to the
Underwriter or set forth in the Official Statement; (D) there are not pending or, to such
officials' knowledge, threatened legal proceedings that will materially adversely affect
the transactions contemplated hereby or by the Ordinance, or the validity or
enforceability of the Bonds, or the security therefor; and (E) the Issuer has complied
with all agreements and satisfied all the conditions on its part required to be performed
or satisfied at or prior to the Closing, other than those specified hereunder that have been
waived by the Underwriter;
(iv) A photocopy of the Official Statement as executed by the Issuer;
(v) A photocopy of the Continuing Disclosure Agreement;
(vi) One counterpart original or CD-ROM of a transcript of all
proceedings relating to the authorization and issuance of the Bonds (within a reasonable
timeframe after the Closing);
(vii) Specimen Bonds or a copy of the Bond(s) delivered;
(viii) A certificate, dated the date of Closing, of the duly authorized
representative(s) or officer(s) of the Issuer to the effect that the information contained in
the Official Statement as of the date of Closing is correct in all material respects;
(ix) A certificate, dated the date of the Closing, of the duly authorized
representative(s) or officer(s) to the effect that the Ordinance has been duly adopted and
remains in full force and effect;
(x) Federal tax form 8038-G prepared with respect to the Bonds and
ready for filing;
(xi) The Tax Exemption Certificate and Agreement of the Issuer in
form and content reasonably satisfactory to the Underwriter;
(xii) Evidence that Fitch and S&P have issued ratings for the Bonds of
not less than "AAA," and "AA+," respectively;
(xiii) the Escrow Agreement executed by the Issuer and Escrow Agent;
(xiv) the verification report for the Bonds prepared by Stanley P. Stone
& Associates, Inc., as verification agent; and
(xv) Such additional legal opinions, certificates, proceedings,
instruments and other documents, as the Underwriter or legal counsel to the Underwriter
may reasonably request to evidence compliance by the Issuer with legal requirements
relating to the issuance of the Bonds, the truth and accuracy, as of the date of Closing, of
-9-
all representations contained herein and the due performance or satisfaction by the Issuer
at or prior to the date of Closing of all agreements then to be performed and all
conditions then to be satisfied as contemplated under this Bond Purchase Agreement and
the Ordinance.
If the Issuer shall be unable to satisfy the conditions to the obligations of the
Underwriter contained in this Bond Purchase Agreement or if the obligations of the Underwriter
shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond
Purchase Agreement shall terminate and neither the Issuer nor the Underwriter shall have any
further obligations hereunder, except that Sections (8) and (9) and the representations and
warranties of the Issuer contained herein (as of the date made) will continue in full force and
effect.
7. Survival. All representations, warranties and agreements of the Issuer set
forth in or made pursuant to this Bond Purchase Agreement shall remain operative and in full
force and effect, regardless of any investigations made by or on behalf of the Underwriter and
shall survive the delivery of and payment for the Bonds.
8. moment of Expenses. The Issuer shall pay, out of the proceeds of the
Bonds or from its own funds, any expenses incident to the performance of its obligations
hereunder, including but not limited to: (i) the cost of the preparation, reproduction, printing,
distribution, and mailing, of the Official Statement; (ii) the fees and disbursements of Bond
Counsel, municipal advisor, Escrow Agent, verification agent and paying agent; (iii) the fees and
disbursements of any experts retained by the Issuer; and (iv) fees charged by the rating agencies
for the ratings of the Bonds. The Issuer shall be responsible for paying or reimbursing the
Underwriter for all underwriting expenses, including without limitation, CUSIP, DTC, IPREO
(electronic book-running/sales order system), and printing and mailing/distribution charges.
If the Bonds are not sold by the Issuer to the Underwriter, the Issuer shall pay all
expenses incident to the performance of the Issuer's obligations hereunder as provided in this
Section.
The Underwriter shall pay any fees of the MSRB in connection with the issuance
of the Bonds.
9. Notices. Any notice or other communication to be given to the Issuer
under this Bond Purchase Agreement may be given by delivering the same in writing or by telex
or telecopy to the address shown below, and any notice under this Bond Purchase Agreement to
the Underwriter may be given by delivering the same in writing to the Underwriter as follows:
City of Elgin
150 Dexter Court
Elgin, Illinois 60120
(Attention: Sean Stegall, City Manager)
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Robert W. Baird & Co. Incorporated
300 East 5"' Avenue, Suite 200
Naperville, Illinois 60563
(Attention: Thomas J. Gavin, Managing Director)
10. Governing Law. This Bond Purchase Agreement shall be governed by
and construed in accordance with the laws of the State of Illinois.
11. Effectiveness. This Bond Purchase Agreement shall become effective
upon the acceptance hereof by the Issuer.
12. Arm -Length Transaction The Issuer acknowledges and agrees that (i) the
purchase and sale of the Bonds pursuant to this Agreement is an arm's-length commercial
transaction between the Issuer and the Underwriter; (ii) in connection with such transaction, the
Underwriter is acting solely as a principal and not as a municipal advisor of the Issuer; (iii) the
Underwriter has not assumed a municipal advisory responsibility in favor of the Issuer with
respect to the offering of the Bonds or the process leading thereto (whether or not the
Underwriter, or any affiliate of the Underwriter, has advised or is currently advising the Issuer on
other matters) or any other obligation to the Issuer except the obligations expressly set forth in
this Agreement; provided, however, that for both subsections (ii) and (iii) herein, it is the Issuer's
understanding that a municipal advisory relationship shall not be deemed to exist when, in the
course of acting as an underwriter, a broker, dealer or municipal securities dealer, a person renders
advice to an issuer, including advice with respect to the structure, timing, terms and other similar
matters concerning a new issue of municipal securities, and (iv) the Issuer has consulted with its
own legal, accounting, tax and municipal advisors to the extent it deemed appropriate in
connection with the offering of the Bonds. The Underwriter hereby notifies the Issuer that the
Underwriter is not acting as a Municipal Advisor (as defined in Section 15B of the Securities
Exchange Act of 1934, as amended), the Underwriter is not an agent of the Issuer, and the
Underwriter does not have a fiduciary duty to the Issuer in connection with the matters
contemplated by this Agreement. The Issuer has consulted its own legal, financial, and other
advisors to the extent it has deemed appropriate.
13. Miscellaneous. (a) If any provision of this Bond Purchase Agreement
shall be held or deemed to be or shall, in fact, be inoperative, invalid or unenforceable as applied
in any particular case in any jurisdiction or jurisdictions because it conflicts with any provisions
of any constitution, statute, rule or public policy, or any other reason, such circumstances shall
not have the effect of rendering the provision in question inoperable or unenforceable in any
other case or circumstance, or of rendering any other provision or provisions of this Bond
Purchase Agreement invalid, inoperative or unenforceable to any extent whatever.
(b) This Bond Purchase Agreement may be signed in any number of counterparts, each
of which shall which shall be an original, but all of which shall constitute but one and the
same instrument.
(c) This Bond Purchase Agreement is made solely for the benefit of is binding on
Issuer and the Underwriter (including successors or assigns of the Underwriter) and no other
V
person shall acquire or have any right hereunder or by virtue hereof. It is the entire agreement of
the parties, superseding all prior agreements, and may not be modified except in writing signed
by both of the parties hereto.
(d) Under this Bond Purchase Agreement, the Underwriter is acting as a principal and
not as agent or fiduciary, and the Underwriter's engagement is as an independent contractor and
not in any other capacity. The Issuer agrees that it is solely responsible for making its own
judgments in connection with the offering of the Bonds regardless of whether the Underwriter
has or is currently advising the Issuer on related or other matters.
THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK
V -2-
Very truly yours,
ROBERT W. BAIRD & CO. INCORPORATED
Thomas J. Ga ' , Managing Director
Underwriter Signature Page for Bond Purchase Agreement
General Obligation Refunding Bonds, Series 2015A
Taxable General Obligation Refunding Bonds, Series 2015B
Accepted and agreed to as
of the date first above written:
CITY OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS
By:
Sea Stegall, City Manager
Issuer Signature Page for Bond Purchase Agreement
General Obligation Refunding Bonds, Series 2015A
Taxable General Obligation Refunding Bonds, Series 2015B
EXHIBIT A
CITY OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS
$8,855,000
GENERAL OBLIGATION REFUNDING BONDS, SERIES 2015A
Dated Date: April 28, 2015
First Coupon: December 15, 2015
Maturity Schedule:
December 15
Maturity
Principal
Amount
Coupon
Yield
December 15
Maturity
Principal
Amount
Coupon
Yield
2015
$105,000
2.00%
0.50%
2022
$970,000
3.00%
1.950
2016
355,000
2.00
0.75
2023
1,050,000
3.00
2.10
2017
370,000
2.00
1.00
2024
1,080,000
3.00
2.20
2018
380,000
2.00
1.20
2025
1,095,000
3.00
2.35
2019
390,000
2.00
1.40
2026
745,000
3.00
2.45
2020
895,000
2.00
1.60
2027
465,000
3.00
2.55
2021
955,000
2.00
1.75
Optional Redemption: The 2015A Bonds maturing on and after December 15, 2026 are subject to
redemption prior to maturity at the option of the Issuer, from any available funds on December
15, 2025, and any date thereafter, in whole or in part, and if in part in such principal amounts and
from such maturities as determined by the Issuer, and within any maturity by lot, at a redemption
price of par plus accrued interest to the date fixed for redemption.
U A-1
EXHIBIT B
CITY OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS
$2,090,000
TAXABLE GENERAL OBLIGATION REFUNDING BONDS, SERIES 2015B
Dated Date:
April 28, 2015
First Coupon:
December 15, 2015
Maturity Schedule:
December 15
Principal
December 15
Principal
Maturity
Amount Coupon
Yield
Maturity
Amount Coupon Yield
2015
$50,000 0.70%
0.70%
2018
$520,000 1.50% 1.50%
2016
545,000 0.75
0.75
2019
445,000 1.80 1.80
2017
530,000 1.20
1.20
Optional Redemption: The 2015B Bonds are not subject to optional redemption prior to
maturity.
A-2