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HomeMy WebLinkAboutORDINANCES-1990-098-O-90• ORDINANCE NUMBER 98-0-90 AN ORDINANCE providing for the issuance of not to exceed $15,570,000 Corporate Purpose Bonds, Series 1990, of the City of Evanston, Cook County, Illinois, and providing for the levy and collec- tion of a direct annual tax for the payment of the principal of and interest on said bonds. WHEREAS the City of Evanston, Cook County, Illinois (the "City"), has a population in excess of 25,000 as determined by the last official census and, accordingly, pursuant to the provisions of the 1970 Constitution of the State of Illinois and particularly Article VII, Section 6(a) thereof, the City is a home rule unit and as such may exercise any power or perform any function pertaining to its government and affairs, including, but 40 not limited to, the power to tax and to incur debt; and WHEREAS pursuant to the provisions of said Section 6 of Article VII of the 1970 Constitution, the City has the power to incur debt payable from ad valorem tax receipts maturing within 40 years from the time it is incurred and without prior refer- endum approval; and WHEREAS the City has adopted an updated Capital Improvement Program for the years 1990 through 1995, and it is deemed by the City .Council to be necessary and advisable and in the best interests of.the.inhabitants of the City to obtain funds, to pay a portion of the costs. of" certain projects set forth in the program, including, expressly;. certain _items enumerated as follows: • • Street improvements, library purposes, park and recreation purposes, and street lighting. and various other corporate improvements (the "1990 Bonds Capital Improvements") and subject to amendment for such other corporate purposes as the City Council may determine as hereinafter pro- vided; and WHEREAS the estimated cost to the City of the 1990 Bonds Capital Improvements is the sum of $6,140,000 plus the estimated available amount of interest earnings on said sum $6,140,000 prior to its expenditure; and WHEREAS it is necessary for that purpose that a sum to pay such costs be borrowed at this time and in evidence of such indebtedness general obligation bonds of the City be issued in the principal amount of $6,140,000, and that such indebtedness be • incurred in accordance with the home rule powers of the City, as aforesaid, and without submitting the question of incurring such indebtedness to the electors of said City for their approval; and WHEREAS the City has heretofore issued the following outstanding and validly subsisting and*unpaid general obligation corporate purpose bonds: Corporate Purpose Bonds, Series 1983 $11,825,000 Series 1983 Bonds, issued on October 25, 1983; bearing a dated date of October 1, 1983; of which- $10,250,000 are still Outstanding due serially on January 1 of the years and in the amounts and bearing interest at the rates percent per annum as follows: • • • Year Amount ($) Rate (o) 1991 325,000 9.50 1992 350,000 8.00 1993 375,000 8.00 1994 375,000 8.00 1995 400,000 8.00 1996 425,000 8.20 1997 450,000 8.30 1998 500,000 8.40 1999 525,000 8.50 2000 525,000 8.60 2001 575,000 8.70 2002 600,000 8.75 2003 650,000 8.75 2004 700,000 8.75 2005 725,000 8.75 2006 800,000 8.75 2007 850,000 8.75 2008 925,000 8.75 2009 175,000 8.75 Series 1983 Bonds due on or after January 1, 1995, are redeemable on January 1, 1994 (or any interest payment date thereafter) at the redemption price of par plus a premium of 1% of the principal amount plus accrued interest; and which bear interest at higher rates than those currently available in the bond markets, and may be advance refunded for net debt service savings; and WHEREAS pursuant to its home rule powers, the City is authorized to issue general obligation bonds to accomplish such refunding (the "Refunding"),and it is deemed necessary and desir- able to provide for the issuance of not to exceed $9,430,000 principal amount general obligation bonds for such purp7ose:and4­ for the purpose of realizing such net debt service savings as additional proceeds of bonds available for the Project, and also for expenses incidental to the Refunding and to the issuance -of all such bonds; -3- 0 NOW THEREFORE Be It Ordained by the City Council of the City of Evanston, Cook County, Illinois, in the exercise of its home rule powers, as follows: Section 1. Definitions In addition to such other words and terms used and defined in this ordinance, the following words and terms used in this ordinance shall have the following meanings, unless, in either case, the context or use clearly indicates another or dif- ferent meaning is intended: "Act" means the Illinois Municipal Code, as supple- mented and amended, and the home rule powers of the City under Section 6 of Article VII of the Illinois Constitution of 1970. In the event of conflict between the provisions of said code and home rule powers, the home rule powers shall be deemed to super- • sede the provisions of said code. "Bond" or "Bonds" means one or more, as applicable, of the not to exceed $15,570,000 Corporate Purpose Bonds, Series 1990, authorized to be issued by this Qrdinance. "Bond Register" means the books of the City kept by the Bond Registrar to evidence the registration and transfer of the Bonds. "Bond Registrar" means American National Bank and Trust, Company of Chicago, Chicago, Illinois, a bank having trust powers, or a successor thereto or a successor designated as bond registrar hereunder. -40 - • Illinois. "City" means the City of Evanston, Cook County, "City Council" means the City Council of the City. "Code" means the Internal Revenue Code of 1986. "Debt Service Fund" means the Debt Service Fund estab- lished and defined in Section 13 of this Ordinance. "Ordinance" means this Ordinance, numbered 98-0-90, and passed by the City Council on the 24th day of September 1990. "Paying Agent" means American National Bank and Trust Company of Chicago, Chicago, Illinois, a'bank having trust powers, or a successor thereto or a successor designated as pay- ing agent hereunder. "Pledged Taxes" means the taxes levied on the taxable • property within the corporate limits of the City to pay principal of and interest on the Bonds as provided in Section 10 hereof. "Prior Bonds" means the bonds of the City described and defined as such in the preambles hereto. "Project Fund" means the Project Fund as established and defined in Section 13 of this ordinance. "Rebate Fund" means the Rebate Fund authorized to be established and as defined in Section 13 of this Ordinance. "Refunding" means the refunding of the Prior Bonds from proceeds of the (Series 1990) Bonds and such other lawfully available funds of the City as necessary.. "Tax-exempt" means, with respect to the Bonds, the sta- tus of interest paid and received thereon as not includible in the gross income of the owners thereof under the Code for federal income tax purposes except to the extent that such interest will be taken into account in computing an adjustment used in deter- mining the alternative minimum tax for certain corporations, in computing the environmental tax imposed on certain corporations and in computing the "branch profits tax" imposed on certain for- eign corporations. "1990 Bonds Capital Improvements" means such improve- ments as described and defined as such in the preambles to this Ordinance. • Section 2. Incorporation of Preambles The City Council hereby find that all of the recitals • contained in the preambles to this ordinance are true, correct and complete and does incorporate them into this ordinance by this reference. Section 3. Determination To.Issue Bonds It is necessary and in the best interests of the City to acquire and construct the 1990 Bonds Capital Improvements for the public health, safety and welfare and to provide for the Refunding to achieve net debt service savings, to be realized through further proceeds of Bonds for the Project, to pay all related costs and expenses incidental thereto, and to borrow money -and issue the Bonds for such purposes. It is hereby found .7 and determined that such borrowing of money is for a proper pub- lic purpose or purposes and is in the public interest, and is authorized by Article VII, Section 6 of the Illinois Constitu- tion. Section 4. Bond Details There shall be issued and sold the Bonds in the aggre- gate principal amount of not to exceed $15,570,000. The Bonds shall each be designated "Corporate Purpose Bond, Series 1990"; be dated October 1, 1990 (the "Dated Date"); and shall also bear the date of authentication thereof. The Bonds shall be in fully registered form, shall be in denominations of $5,000 or integral multiples thereof (but no single Bond shall represent principal maturing on more than one date), shall be numbered consecutively in such fashion as shall be determined by the Bond Registrar, and shall mature serially on December 1 of the years and not to exceed the amounts as follows (subject to the right of prior redemption hereinafter stated): Year Amount ($) Year Amount ($) 1991 70,000 2001 925,000 1992 205,000 2002 990,000 1993 205,000 2003 1,065,000 1994 805,000 2004 1,115,000 1995 795,000 2005 1,220,000 1996 850,000. 2006 1,295,000 1997 910,000 2007 1,405,000 1998 935,000 2008 430,000 1999 960,000 2009 200,000 2000 1,040.,000 2010 215,000 subject to reduction of up to $25,000 in each year, as aforesaid, so as to provide funds sufficient to provide $6,140,000 for .the • -7- Project, to pay costs of issuance of the Bonds, and to provide such further funds for the Project as are realized from the net debt service savings from the Refunding. Each Bond shall bear interest at a rate not to exceed 10% per annum from the later of its Dated Date as herein provided or from the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of such Bond is paid or duly provided for, such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable on. June 1 and December 1 of each year, commencing on June 1, 1991. Interest on each Bond shall be paid by check or draft of the Paying Agent, payable upon presentation thereof in lawful money of the United States of America, to the person in whose name such Bond is registered at the close of business on • the 15th day of the month next preceding the interest payment date. The principal of and redemption premium, if any, due on the Bonds shall be payable in lawful money of the United States of America upon presentation thereof 4t the principal corporate trust office of the Paying Agent in the City of Chicago, Illinois, or at successor Paying Agent and locality. Section 5. Execution; Authentication The Bonds shall be executed on behalf of the City.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, 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 offi- cer 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 au- thentication. 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 is signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authen- ticated and delivered under this ordinance. The certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the cer- tificate of authentication on all of the Bonds issued hereunder. Section 6. Optional Redemption The Bonds due on or after December 1, 1998, are subject to redemption prior to maturity at the option of the City, from any available funds, in whole or in part on any date on or after December 1, 1997, and if in part, in inverse order of maturity, 0 -9 • and if less than an entire maturity, in integral multiples of $5,000, selected by lot by the Bond Registrar as hereinafter provided, at the redemption price of par plus accrued interest to the date fixed for redemption plus a premium (expressed as a percentage of principal amount redeemed) for the dates and in the amounts as follows: Dates, Both Inclusive Premium (%) December 1, 1997, through November 30, 1998 0.75 December 1, 1998, through November 30, 1999 0.50 December 1, 1999, through November 30, 2000 0.25 December 1, 2000, and thereafter -0- 8ection 7. Redemption Procedure The City shall, at least 45 days prior to the redemp- tion 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 of Bonds of each maturity to be redeemed. For purposes of any redemption of less than all of the Bonds of a single maturity, the* particular Bonds or portions of Bonds to be redeemed shall be selected by lot not more than 60 days prior to the redemption date by the Bond Registrar for the Bonds of such 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 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. -10- • • The Bond Registrar shall promptly notify the City and the Paying Agent 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. Unless waived by the registered owner of Bonds to be . redeemed, official notice of any such redemption shall be given by the Bond Registrar on behalf of the City by mailing the redemption notice by registered or certified mail not less than 30 days and not more than 60 days prior to the date fixed for redemption. to each 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 official notices of redemption shall include the name of the Bonds and at least the information as follows: (a) the redemption date; (b) the redemption price, including premium (if any); (c) if less than all of the outstanding Bonds of a parti- cular maturity are to be redeemed, the identification (and, in the case of partial redemption of Bonds within such maturity, the respective principal amounts) of the Bonds to be redeemed; (d) a statement 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; and -11- • (e) 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 Paying Agent. Prior to any redemption date, the City shall deposit with the Paying Agent 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. Official 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 inter- est. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed, to any particular registered owner of a Bond, shall affect the sufficiency of such notice with respect to other registered owners. Notice having been properly given, failure of a registered owner of a Bond to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or redemption action. described in the notice. Such notice may be waived in writing by a registered owner of a Bond entitled to receive such notice, either.before.or._ after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by registered owners shall - be filed, with the Bond Registrar, but such filing shall not be a condition -12- 0 • precedent to the validity of any action taken in reliance upon such waiver. Upon surrender of such Bonds for redemption in accor- dance with said notice, such Bonds shall be paid by the Paying Agent at the redemption price: The procedure for the payment of interest due as part of the redemption price shall be as herein provided for payment of interest otherwise due. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of like tenor, of authorized denominations, of the same maturity, and bearing the same rate of interest 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 or duly provided for, bear interest from the redemption date at 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. , In addition to the foregoing notice, further notice shall be given by the Bond Registrar on behalf of the City as set out below, but no defect in said further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. • -13- • Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (a) the CUSIP numbers of all Bonds being re- deemed; (b) the date of issue of the Bonds as originally issued; (c) the rate of interest borne by each Bond being redeemed; (d) the maturity date of each Bond being redeemed; and (e) any other descriptive information needed to identify accurately the Bonds being redeemed. Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certi- fied mail or overnight delivery service to all registered secu- rities depositories then in the business of holding substantial amounts of obligations of types comprising the Bonds (such depos- itories now including Depository Trust Company of New York, New • York, and Midwest Securities Trust Company of Chicago, Illinois) and to one or more national information services, chosen in the discretion of the Bond Registrar, that disseminate notice of redemption of obligations such as the Bonds. Each further notice of redemption shall be published one time in The Bond'Buyer, New York, New York or, if such publi- cation is impractical or unlikely to reach a substantial number of the registered owners of the Bonds, in some other financial newspaper or journal which regularly carries notices of redemp- tion of other obligations similar to the Bonds, such publication to be. made at least 30 days prior to the date fixed for redemp- tion. -14- • • Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. As part of their respective duties hereunder, the Bond Registrar and Paying Agent shall prepare and forward to the City a statement as to notice given with respect to each redemption together with copies of the notices as mailed and published. Owners Section 8. Registration of Bonds; Persons Treated as 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 in the City of Chicago, Illinois, 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. Any Bond may be transferred or exchanged, but only in the manner, subject to the limitations, 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 • -15- • form satisfactory to the Bond Registrar and duly executed by the registered owner or an attorney for such owner 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 denomina- tions, for a like aggregate principal amount. The Bond Registrar shall not be required to transfer or exchange any Bond during the period from the close of business on the 15th day of the calendar month preceding an interest payment date on the Bonds to the opening of business on such interest payment date or during the period of 15 days preceding the giving of notice of redemption of Bonds or to transfer or exchange any • Bond all or a portion of which has been called for redemption. 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 maturity authenticated by the Bond Registrar shall not at any one time exceed the authorized principal amount of Bonds for such 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 -160 - • 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 legal representative. All such payments shall be valid and effectual to satisfy and discharge the lia- bility upon such Bond to the extent of the sum or sums so paid. 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. Section 9. Form of Bond The Bonds shall be in substantially the form herein- after set forth; provided, however, that if the text of the Bond is to be printed in its entirety on the front side of the Bond, then the second paragraph of the front side of the Bond and the legend "See Reverse Side for Additional Provisions" shall be omitted and paragraphs on the reverse side of the Bond shall be inserted immediately after the first paragraph on the front side. • -17- [Form of Bond - Front Side] REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF COOK CITY OF EVANSTON CORPORATE PURPOSE BOND SERIES 1990 See Reverse Side for Additional Provisions. • Interest Maturity Dated • Rate: Date: Date: October 1, 1990 CUSIP Registered Owner: Principal Amount Dollars KNOW ALL PERSONS BY THESE PRESENTS that the City of Evanston, Cook County, Illinois, a municipality, home rule unit and political subdivision of the State of Illinois (the "City"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, (subject to right of prior redemption as hereinafter stated),, the Principal .Amount identified .above and to pay , -18- • • 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 1 and December 1 of each year, commencing June 1, 1991, until the Principal Amount is paid or duly provided for. The principal of and redemption premium, if any, due on this Bond are payable in lawful money of the United States of America upon presentation hereof at the prin- cipal corporate trust office of American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois, as paying • agent (the "Paying Agent"). Payment of interest shall be made to the Registered Owner hereof as shown on the registration books of the City maintained by American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois, as bond registrar (the "Bond Registrar"), at the close of business on the 15th day of the month next preceding the interest payment date and shall. be paid by check or draft of the Paying Agent, payable upon pre- sentation 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. Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof, and such further pro-. 0 -19- • visions 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, 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 constitu- tional or statutory or other lawful limitation; and that provi- sion 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. IN WITNESS WHEREOF the City of Evanston, Cook County, Illinois, by its City Council, has caused this Bond to be exe- cuted by the manual or duly authorized facsimile signature of its Mayor and attested by the manual or duly authorized facsimile -20- • • signature of its City Clerk and its corporate seal or a facsimile thereof to be impressed or reproduced hereon, all as appearing hereon and as of the Dated Date identified above. Mayor, City of Evanston • Cook County, Illinois Attest: City Clerk, City of Evanston Cook County, Illinois (SEAL) Date of Authentication: CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds • described in the within mentioned Ordinance and is one of the Corporate Purpose Bonds, Series 1990, having a Dated Date of October 1, 1990, of the City of Evanston, Cook County, Illinois. American National Bank and Trust Company of Chicago as Bond Registrar By Authorized Officer 01 Bond Registrar and Paying Agent: American National Bank and Trust Company of Chicago Chicago, Illinois • -21- (Form of Bond - Reverse Side] City of Evanston, Cook County, Illinois Corporate Purpose Bond, Series 1990 This bond is one of a series of bonds (the "Bonds") in the aggregate principal amount of $ issued by the City for the purpose of paying a part of the costs of the 1990 Bonds Capital Improvements, and for a Refunding of prior bonds, and of paying expenses incidental thereto, all as described and defined in the ordinance authorizing the Bonds (the "Ordinance"), pur- suant 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, super- seded, by the powers of the City as a home rule unit under the provisions of Section 6 of Article VII of the Illinois Constitu- tion of 1970 (such code and powers being the "Act"), and with the Ordinance, which has been duly passed by the City Council, and published, in all respects as by law required. This Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in the Ordinance. Upon surrender for trans- fer or exchange of this Bond at the principal corporate trust office of the Bond Registrar in the City of Chicago, Illinois, duly endorsed by or accompanied by a written instrument or in- struments of transfer or exchange in form satisfactory to the • • -22- 0 • Bond Regi.strar and duly executed by the Registered Owner or an attorney for such owner 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 from the close of business on the 15th day of the calendar month preceding an interest payment date on the Bonds to the opening of business on such interest payment date or during the period of 15 days preceding the giving • of notice of redemption of Bonds or to transfer or exchange any Bond all or a portion of which has been called for redemption. The Bonds due on or after December 1, 1998, are subject to redemption prior to maturity, at the option of the City, from any available funds, in whole or in part on any date on or after December 1, 1997, and if in part, in inverse order of maturity, and if less than an entire maturity, in integral multiples of $5,000, selected by lot by the Bond Registrar, at the redemption price of par plus accrued interest to the date of redemption plus a premium (expressed as a percentage of principal amount redeem- ed) for the dates and in the amounts as follows: • -23- Dates, Both Inclusive Premium M December 1, 1997, through November 30, 1998 0.75 December 1, 1998, through November 30, 1999 0.50 December 1, 1999, through November 30, 2000 0.25 December 1, 2000, and thereafter -0- Unless waived by the Registered Owner of Bonds to be redeemed, notice of any such redemption shall be given by the Bond Registrar on behalf of the City by mailing the redemption notice by registered or certified mail not less than 30 days and not more than 60 days prior to the date fixed for redemption to each 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 Regis- trar. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed, to any particular Registered • Owner of a Bond, shall affect the sufficiency of such notice with respect to other Registered Owners. Notice having been properly given, failure of a Registered Owner of a Bond to receive such notice shall not be deemed to invalidate, limit or delay the . effect of the notice or redemption action described in the notice. Such notice may be waived in writing by a Registered Owner of a Bond entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. 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 -24- • • 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 surren- der of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. The procedure for the payment of interest due as part of the redemption price shall be as herein provided for payment of interest otherwise due. Upon surrender for any partial redemp- tion of any Bond, there shall be prepared for the Registered Owner a new Bond or Bonds of like tenor, of authorized denomina- tions, of the same maturity, and bearing the same rate of inter- est in the amount of the unpaid principal. • The City, the Bond Registrar and the Paying Agent may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other pur- poses, and the City, the Bond Registrar and the Paying Agent shall not be affected by any notice to .the contrary. 0 -25- • ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (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 regis- tration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this 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 10. Tax Levy For the purpose of providing funds required to pay the interest on the Bonds promptly when and as the same falls due, and to pay and discharge the principal thereof at maturity, there is hereby levied upon all of the taxable property within the City, in the years for which any of the Bonds are outstanding, a direct annual tax sufficient for that purpose; and there is here- by levied on all of the taxable property in the City, in addition to all other taxes, direct annual taxes (the Pledged Taxes) in the amount not to exceed $1,750,000 in the years 1990 to 2009, -26- • • inclusive, as shall be more specifically enumerated by the Finance Director/Comptroller of the City in a Certificate of Tax Levy to be filed with and made a part of this Ordinance. Interest or principal coming due at any time when there are insufficient funds on hand from the Pledged Taxes to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of the Pledged Taxes herein levied; and when the Pledged Taxes shall have been collected, reimburse- ment shall be made to said funds in the amount so advanced. Whenever other funds from any' lawful source are made available for the purpose of paying any principal of or interest on the Bonds so as to enable the abatement of the taxes levied herein for the payment of same, the City Council shall, by proper • proceedings, direct the deposit of such funds into the Bond Fund and further shall direct the abatement of the taxes by the amount so deposited. A certified copy or other notification of any such proceedings abating taxes may then be filed with the County Clerk of The County of Cook, Illinois, in ,a timely manner to effect such abatement. The City covenants and agrees with the purchasers and registered owners 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 foregoing tax levy. The City and its officers will comply with all present and future appli- • -27- • cable laws in order to assure that the Pledged Taxes may be levied, extended and collected as provided herein and deposited into the Bond Fund. Section 11. Filing with County Clerk Promptly, as soon as this ordinance becomes effective, a copy hereof, certified by the City Clerk of the City, shall be filed with the County Clerk of The County of Cook, Illinois; and said County Clerk shall in and for each of the years 1990 to 2009, inclusive, ascertain the rate percent required to produce the aggregate tax hereinbefore provided to be levied in each of said years; and said County Clerk shall (to the extent said tax has not been abated as provided herein) extend the same for col- lection on the tax books in connection with any other taxes that • may be levied in said years in and by the City for general corpo- rate purposes of the City; and in said years such annual tax shall be levied and collected by and for and on behalf of the City in like manner as provided by law for the levy and collec- tion of taxes for general corporate .purposes for said years, without limit as to either rate or amount, and in addition to and in excess of all other taxes. Section 12. Sale of Bonds The Bonds shall be sold as a whole or in part, or from time to time by the City Council in such manner as it may deter- mine. The City Council shall, upon making the award of sale of the Bonds to such bidder, adopt a resolution confirming the sale -28- • • and fixing the interest rate or rates on such Bonds in accordance with the terms of the acceptable bid. Such Bonds shall there- after be prepared bearing interest at such interest rate or rates in accordance with the resolution confirming sale thereof, and after the execution of said Bonds in the manner as herein pro- vided, the same shall then be delivered to the purchaser thereof upon receipt of the purchase price therefor. The sale of Bonds as provided in said resolution may be further reduced in accor- dance with the requirements of this Ordinance and the terms of the offer• of sale of the Bonds by the Finance Director/ Comptroller of the City acting subsequent to the time of said resolution. Section 13. Creation of Funds and Appropriations Bond proceeds and other funds of the City as noted are hereby appropriated as follows: A. Accrued interest and premium, if any, on the Bonds shall be and is hereby appropriated for the purpose of paying the first interest due on the Bonds and to such end is hereby ordered to be deposited into the "Corporate Purpose Bonds, Series 1990, Debt Service Fund" (the "Debt Service Fund"), hereby created, which shall be the fund for the payment of principal of and interest on the Bonds. B. The Pledged Taxes shall either be deposited into the Debt Service Fund and used solely and only for paying the principal of and interest on the Bonds or be used to reimburse a • -29- • fund or account from which advances to the Debt Service Fund may have been made to pay principal of or interest on the Bonds prior to receipt of Pledged Taxes. Interest income or investment profit earned in the Debt Service Fund shall be retained in the Debt Service Fund for payment of the principal of or interest on the Bonds on the interest payment date next after such interest or profit is received or, to the extent lawful and as determined by the City Council, transferred to such other fund as may be determined. The City hereby pledges, as equal and ratable security for the Bonds, all present and future proceeds of the Pledged Taxes for the sole benefit of the registered owners of the Bonds, subject to the reserved right of the City Council to transfer certain interest income or investment profit earned in • the Debt Service Fund to other funds of the City, as described in the preceding sentence. C. The amount necessary of the proceeds of the Bonds shall be deposited into a separate fund, hereby created, desig- nated the "Expense Fund" to be used to pay expenses of issuance of the Bonds. Disbursements from such fund shall be made from time to time as necessary. Any excess in said fund shall be deposited into the Project Fund hereinafter created after six months from the date of issuance of the Bonds. D. The sum necessary, together with such money in the debt service funds for the Prior Bonds as may be advisable for the purpose, shall be used to provide for the Refunding, and the -300 - • payment of such expenses as may be designed, pursuant to the provisions of an Escrow Agreement with the Escrow Agent as is designated, all in accordance with the provisions of an Escrow Agreement, substantially in the form attached hereto as Exhibit A to this Ordinance, made a part hereof by this reference, and hereby approved; the officers appearing signatory to such Escrow Agreement are hereby authorized and directed to execute same, their execution to constitute conclusive proof of action in accordance with this Ordinance, and approval of all completions or revisions necessary or appropriate to effect the Refunding. E. The remaining proceeds of the Bonds shall be set aside in a separate fund, hereby created, and designated as the "Bond Series 1990 Capital Project Fund" (the "Project Fund"), • hereby created. Alternatively, the Comptroller may allocate such remaining proceeds to one or more related project funds of the City already in existence; provided, however, that this shall not relieve the Comptroller of the duty to account for the proceeds as herein provided. (Any such one or, more funds shall also be referred to hereinafter, collectively, as the "Project Fund".) The City Council reserves the right, as it becomes necessary from time to time, to revise the list of projects hereinabove set forth, to change priorities, to revise cost allocations between projects and to substitute projects, in order to meet current needs of the City; subject, however, to the tax covenants set forth herein. • -31- E There is hereby authorized to be created, when, as and if needed, a "General Obligation Bonds Rebate Fund, Series 1990" (the Rebate Fund). The officers of the City charged with meeting the covenants of the City relating to the Tax-exempt status of the Bonds shall create such fund as needed and make deposits from the Expense Fund, the Bond Fund or such other fund as the City Council may designate, in such amounts as may be proper to assure payment of rebate of "excess arbitrage profits" on the Bonds to the United States. Section 14. Not Private Activity Bonds None of the Bonds is a "private activity bond" as defined in Section 141(a) of the Code. In support of such con- clusion, the City certifies, represents and covenants as follows: • A. None of the proceeds of the Bonds are to be used, directly or indirectly, and none of the proceeds of the Prior Bonds were used, directly or indirectly, in any trade or business carried on by any person other than a state or local governmental unit. The Prior Bonds (and all bonds -refunded with proceeds of the Prior Bonds) were issued for the purpose, and the Prior Bond and refunded bond proceeds (except refunding proceeds) were prop- erly and fully expended for the purpose, of paying the costs of capital improvements to the essential governmental purpose systems of the City, including water, sewer, street, lighting, parks and recreation, police and fire prevention systems (collec- tively, such systems being the "Infrastructure"). -32- • • B. No direct or indirect payments are to be made on any Bond with respect to any private business use by any person other than a state or local governmental unit. C. None of the proceeds of the Bonds are to be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit. D. No user of the Infrastructure other than the City or another governmental unit will use the same on any basis other than the same basis as the general public; and no person other than the City or another governmental unit will be a user of the Infrastructure as a result of (i) ownership or (ii) actual or beneficial use pursuant to a lease, a management or incentive • payment contract, or (iii) any other arrangement. Section 15. General Arbitrage Covenants The City represents and certifies as follows with re- spect to the Bonds: A. The City has not been notified of any disqualifi- cation or proposed disqualification of,it by the Commissioner of the Internal Revenue Service as a bond issuer which may certify bond issues under Treasury Regulations Section 1.103-13 (a)(2)- (ii) (1979). B. Moneys on deposit in any fund or account in con- nection with the Bonds, whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other source, will not be used in a manner which will cause the Bonds 0 -33- • to be "arbitrage bonds" within the meaning of Code Section 148 and any lawful regulations promulgated thereunder, including Treasury Regulations Sections 1.103-13, 1.103-14 and 1.103-15 (1979) as the same presently exist or may from time to time here- after be amended, supplemented or revised. Section 16. Arbitrage Rebate The City recognizes that the provisions of Section 148 of the Code require a rebate to the United States in certain circumstances. The proceeds of the Bonds shall be subject to such rebate; provided, however, that proceeds of the Bonds on deposit in the escrow account under the escrow agreement, as hereinabove described in Section 13, shall be invested at a yield not in excess of the yield on the Bonds, so no rebate is expected • with respect thereto; investments of Bond proceeds in the expense fund hereinabove created are not expected'to provide excess arbi- trage profits due to the short duration prior to disbursement, but these investments will be reviewed for applicability of rebate; moneys in the Bond Fund (a bona fide debt service fund) are not subject to rebate;.and with respect to the Project Fund moneys, the City reserves until closing on the Bonds the right to elect a penalty in lieu of rebate. Section 17. Registered Form The City recognizes that Section 149 of the Code re- quires the Bonds to be issued and to remain in fully registered form in order to be and remain Tax-exempt. In this connection, -34- • the City agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form. Section 18. Further Tax Covenants The City agrees to comply with all provisions of the present Code which, if not complied with by the City, would cause the Bonds not to be Tax-exempt. In furtherance of the foregoing provisions, but without limiting their generality, the City agrees: (a) through its officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be .necessary or advisable; (b) to comply with all repre- sentations, covenants and assurances contained in certificates or agreements as may be prepared by counsel approving the Bonds; (c) • to consult with such counsel and to comply with such advice as may be given; (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 its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the City in such compliance. Section 19. Opinion of Counsel Exception The City reserves the right to use or invest moneys in connection with the Bonds in any manner, or to make changes in the 1990 Bonds Capital Improvements list, or to use the 1990 Bonds Capital Improvements in any manner, notwithstanding the representations and covenants in Sections 14 through 18 herein, provided it shall first have received an opinion from an attorney • -35- • or a firm of attorneys of nationally recognized standing in matters pertaining to Tax-exempt bonds to the effect that use or investment of such moneys or the changes in or use of the 1990 Bonds Capital Improvements as contemplated will not result in loss or impairment of Tax-exempt status for the Bonds. Section 20. Taxes Previously Levied The taxes previously levied to pay principal of and interest on the Prior Bonds, to the extent such principal and interest is provided for from the escrow account under the escrow agreement as hereinabove described in Section 13, shall be abated. The filing of a certificate of abatement with the County Clerk of the County of Cook, Illinois, as hereinabove provided shall constitute authority and direction for said County Clerk to make such abatement. 0 Section 21. Rights and Duties of Bond Registrar If requested by the Bond Registrar and Paying Agent, any officer of the City is authorized to execute the Bond Regis- trar's and Paying Agent's standard forju of agreement between the City and the Bond Registrar and Paying Agent with respect to the obligations and duties of the Bond Registrar and Paying Agent hereunder. In addition to the terms of such agreement or agree- ments and subject to modification thereby, the Bond Registrar,_ and-' Paying Agent by acceptance of duties hereunder agree: (a) to act as bond registrar, paying agent, authenticating agent, and transfer agent as respectively provided herein; -36- • (b) for the Bond Registrar, to maintain a list of Bondhol- ders as set forth herein and to furnish such list to the City upon request, but otherwise to keep such list confidential to the extent permitted by law; (c) for the Bond Registrar, to cancel and/or destroy Bonds which have been paid at maturity or upon redemption or submitted for exchange or transfer; (d) for the Bond Registrar, to furnish the City at least annually a certificate with respect to Bonds cancelled and/or destroyed;.and (e) for the Bond Registrar, 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. The City Clerk of the City is hereby directed to file a certified copy of this ordinance with the Bond Registrar and the Paying Agent. Section 22. Publication of Ordinance A full, true and complete copy of this Ordinance shall be published within ten days after passage in pamphlet form by authority of the City Council. Section 23. Superseder and Effective Date All ordinances, resolutions and orders, or parts there- of, in conflict herewith, are to the extent of such conflict -37- Y • hereby superseded; and this Ordinance shall be in full force and effect immediately upon its passage, approval and publication.. AYES: Aldermen Lanyon, Feldman, Warshaw, Rudy, Juliar, Paden, Davis. Brady, Esch, Mold, Nelson, Wollin, Collens, Rainey. NAYS: done ABSENT: Aldermen horshak, Drummer, Morton, Washington ADOPTED:. September 24, 1990 APPROVED: September 27 , 1990 ayor, City of Evanston Cook County,_Illinois RECORDED In City Records: September 2E , 1990. • PUBLISHED in pamphlet form by authority of the City Council at p.m. on September yam, 1990. Attest: City(. C erk, City of Evanston Cook ounty, Illinois _, -38- auserl/illtvm/724864-b/2/092490 n U ESCROW AGREEMENT This Escrow Agreement, dated as of September 1, 1990, but actually executed and delivered the date last hereinbelow written, by and between the City of Evanston, Cook County, Illinois, and American National Bank and Trust Company of Chicago, a national banking association, with principal offices located in the City of Chicago, Illinois, not individually but in the capacity as hereinafter described, for and in consideration of mutual covenants set forth: W I T N E S S E T H: 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. "Agreement" means this Escrow Agreement dated as of September 1, 1990. "Bond Ordinance" means the ordinance passed by the City Council on September 24, 1990, numbered 98-0-90 and entitled: • EA1 • AN ORDINANCE providing for the issuance of not to exceed $15,570,000 Corporate Purpose Bonds, Series 1990, of the City of Evanston, Cook County, Illinois, and providing for the levy and collection of a direct annual tax for the payment of the prin- cipal of and interest on said bonds. authorizing the Bonds. "Bond Registrar" means the bond registrar for the Prior Bonds, namely, American National Bank and Trust Company of Chicago. "Bonds" means the Corporate Purpose Bonds, Series 1990, of the City, dated October 1, 1990, a part of the proceeds of which are to be used for the refunding of the Prior Bonds. "Call Date" means, with respect to the Prior Bonds, the earliest date of redemption, to -wit, January 1, 1994. "City" means the City of Evanston, Cook County, • Illinois. "City Council" means the City Council which is the governing body of the City. "Comptroller" means the Comptroller of the City. "Crossover Interest on the Bonds" means the interest payable on the Refunding Bonds to and including the Call Date taking into account the use of the accrued interest on the Re- funding Bonds to pay a portion of the interest due on June 1, 1991. "Debt Service Fund (1990)" means the Debt Service Fund of the City from which the Bonds are payable. EA2 • "Defeasance Report" means the report of Causey, Demgen & Moore, certified public accountants, Denver, Colorado, attached hereto as Exhibit A, that the principal of, interest on and pro- fit realized from the Government Obligations, when received, and the beginning deposit on demand held hereunder will be sufficient at all times to pay all principal of and premium due on the Prior Bonds on the Call Dates and also to pay all Crossover Interest on the Bonds. "Escrow Account" means the trust fund created under the terms of this Agreement with the Escrow Agent and comprised of the Government Obligations and a certain beginning deposit as more fully described in 2.02 hereof. • "Escrow Agent" means American National Bank and Trust Company of Chicago, a national banking association, with prin- cipal offices located in the City of Chicago, Illinois, not individually but in the capacity for the uses and purposes here- inafter mentioned, or any successor thereto. "Government Obligations" means direct obligations of the United States of America (being United States Bills, Notes, Bonds or STRPS or SLGS) deposited hereunder. "Paying Agent" means the paying agent on the Prior Bonds, namely, American National Bank and Trust Company of Chicago. • EA3 "Prior Bonds" means the Bonds described as follows: Corporate Purpose Bonds, Series 1983 $11,825,000 Series 1983 Bonds, issued on October 25, 1983; bearing a dated date of October 1, 1983; of which $10,250,000 are still Outstanding due serially on January 1 of the years and in the amounts and bearing interest at the rates percent per annum as follows: Year Amount ($) Rate (%) 1991 325,000 9.50 1992 350,000 8.00 1993 375,000 8.00 1994 375,000 8.00 1995 400,000 8.00 1996 425,000 8.20 1997 450,000 8.30 1998 500,.000 8.40 1999 525,000 8.50 2000 525,000 8.60 2001 575,000 8.70 2002 60.0,000 8.75 2003 650,000 8.75 2004 700,000 8.75 2005 725,000 8.75 2006 800,000 8.75 2007 850,000 8.75 2008 925,000 8.75 2009 175,000 - 8.75 Series 1983 Bonds due on or after January 1, 1995, are redeemable on January 1, 1994 (or any interest payment date thereafter) at the redemption price of par plus a premium of 1% of the principal amount plus accrued interest. "Refunding Bonds" means that portibn'-"of the Bonds"allo- cable to the refunding of the Prior Bonds:;::__ .7 • EA4 is • "SLGS" means U.S. Treasury Obligations of the State and Local Government Series. ARTICLE II. CREATION OF ESCROW 2.01. The Prior Bonds are hereby refunded as of and at the Call Date by the deposit .with the Escrow Agent of moneys sufficient to purchase the Government Obligations described in 2.02 hereof, which Government Obligations (together with the beginning deposit of funds as described herein) will provide all moneys necessary to pay all principal of and premium due on the Prior Bonds on the Call Date and also to pay all Crossover Interest on the Bonds. 2.02. The City has deposited with the Escrow Agent at • the execution and delivery of this Escrow Agreement the sum of $ derived from proceeds of the Bonds ("Proceeds") and the sum of $ derived from funds of the City on hand and lawfully available for the purpose ("City Funds"). The Pro- ceeds and the City Funds have been used to acquire the Government . Obligations and to establish a beginning cash balance ("Beginning Cash"). The Escrow Agent now holds the Government Obligations and the Beginning Cash as described in of the Defeasance Report. • EA5 • follows: ARTICLE III. COVENANTS OF ESCROW AGENT The Escrow Agent covenants and agrees with the City as 3.01. The Escrow Agent will hold the Government Obli- gations and all interest, income and profit derived therefrom and all uninvested cash in a segregated and' separate trust fund account for the sole and exclusive benefit of the City and of the holders and registered owners of the Prior Bonds and the Bonds, all to the purposes for which escrowed. 3•.02. The Beginning Cash in the Escrow Account shall remain uninvested and be applied to the payment of first interest due therefrom. Thereafter, from time to time at each interest or .principal payment date, certain ending balances may exist. The • Escrow Agent agrees, without further order or direction whatever, to reinvest such ending balances in accordance with the terms of this section. The ending balances shall be reinvested, to the fullest extent possible, but only in zero yield SLGS scheduled to mature on the day of the next succeeding interest or principal payment date on the Bonds or Prior Bonds (always the earlier of such dates). The Escrow Agent expressly recognizes that all SLGS, under current regulations of issuance, must be subscribed for not less than 15 days prior to date of issuance, and undertakes to file such subscriptions in a timely manner so as to effect imme- diate reinvestment of the ending balances. EA6 • • The Escrow Agent acknowledges that the schedule of -amounts available for reinvestment appears in the cash flow tables as such appear in the schedules and columns of the Defeasance Report as follows: 3.03. The Escrow Agent shall hold all balances not invested or reinvested as hereinabove described and on deposit 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. 3.04. The Escrow Agent will take no action in the investment or securing of the proceeds of the Government Obliga- tions which would cause the Bonds or the Prior Bonds to be classified as "arbitrage bonds" under applicable sections of the Internal Revenue Code, and all lawful regulations promulgated thereunder; provided, it shall be under no duty to affirmatively inquire whether the Government Obligations as deposited are prop- erly invested under said section; and; provided, further, it may rely on all specific directions in this Agreement in the invest- ment or reinvestment of balances held hereunder. 3.05. The Escrow Agent will promptly collect the prin- cipal of, interest on_.and income and profit from the Government --- Obligations and promptly apply the same solely and only to the payment of the principal of and premium -due on the Prior Bonds on the Call Date and also to pay all Crossover Interest on the Bonds. • EA7 • 3.06. The Escrow Agent will remit to the Comptroller for deposit into the Debt Service Fund (1990) for the Bonds, and to the Paying Agent for the benefit of the Prior Bonds, in good funds on or before each aforesaid described interest payment or principal redemption dates, moneys sufficient to pay such inter- est, principal and premium as will meet the requirements for the timely payment of the principal of and premium due on the Prior Bonds on the Call Date and also to pay all Crossover Interest on the Bonds, as set out in the Defeasance Report, and each such remittance shall fully release and discharge the Escrow Agent from any further duty or obligation thereto under this Agreement. 3.07. The Escrow Agent will make no payment of fees, due or to become due, of the Bond Registrar or the Paying Agent, • and the City covenants to pay the same as they become due. 3.08. The costs and expenses of the Escrow Agent will' be paid by.the City from funds other than those deposited here- under. The Escrow Agent shall have no lien or right of set-off of any kind on the Escrow Account and'shall look solely to the City and its other funds for payment. The Escrow Agent shall charge such fees for its services as are reasonable and usual for like services rendered by similar institutions. 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 will ful breach of trust, and shall be under .no obligation to insti- tute any suit or action or other proceeding under this Agreement • EA8 • or to enter any appearance in any suit, action or proceeding in 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 dis- bursements, 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. 3.10. The Escrow Agent may in good faith buy, sell or hold and deal in any of the Bonds or Prior Bonds. • 3.11. The Prior Bonds are hereby called for redemption on the Call Date at a price of 101% of par plus accrued interest. The form and time of the giving of the notice of re- demption shall be as specified in 3.12 hereof. 3.12. The time, manner and form of giving notice of the call for redemption of the Prior Bonds shall be as follows: 1. Time and Manner: Notice of redemption of the Prior Bonds shall be given by registered or certified mail, mailed not less than 30 nor more than 60 days prior to the redemption date, to each registered owner of a bond or bonds to be redeemed, at the address appearing, in the bond register for such bonds, or at such other address as • EA9 • may have been furnished in writing by a registered owner to the Bond Registrar. All notices of redemption shall state the name of the Prior Bonds and at least the information as follows: (a) the redemption date; (b) the redemption price; (c) the principal amount of Prior Bonds to be redeem- ed; (d) that on the redemption date, the redemption price of each of the Prior Bonds to be redeemed will become due and payable and that the interest thereon shall cease to accrue from and after said redemption date; and (e) the place or places where the bonds to be redeemed are to be surrendered for payment of the redemption price, which shall be the principal corporate trust office of the Bond Registrar. 2. Form: NOTICE OF REDEMPTION CORPORATE PURPOSE BONDS SERIES 1983 DATED OCTOBER 1, 1983 OF THE CITY OF EVANSTON,' COOK COUNTY, ILLINOIS Notice is hereby given to the registered owners and holders of the bonds named in the above caption, maturing on January 1 of the years 1995 to 2009, inclusive, that the afore- said City has called all of said bonds, in the aggregate prin- cipal amount of $9,200'01000, for redemption and payment prior to maturity and said bonds will be paid and redeemed on January 1, 1994. The redemption price is 101% of the amount redeemed plus --accrued interest to the redemption date. Such interest is pay- EA10 • • able to the record owner of the redeemed bonds as of the regular record date. The aforesaid bonds will be redeemed upon presentation and surrender at the principal corporate trust offices of American National Bank and Trust Company of Chicago, Chicago, Illinois, as bond registrar and paying agent for said bonds. On the redemption date, said bonds will become due and payable at the redemption price, and interest in respect of such bonds shall cease to accrue from and after the redemption date. By order of the City Council of the City of Evanston, ti Cook County, Illinois, dated the day of , 19_. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO • Bond Registrar and Paying Agent Authorized Officer B. Additional Redemption Duties. The Escrow Agent shall act as agent for the City in . performing all acts, giving or causing to be given all notices, and providing such directions to the Bond Register or the Paying Agent, or both, to effect the payment and redemption of the Prior Bonds as aforesaid. The Escrow Agent acknowledges receipt of a certified copy of the ordinance of the City authorizing and pro- viding for the issuance of the Prior Bonds. f • EA11 • C. Additional Notice. The Escrow Agent shall give or cause the Bond Registrar or the Paying Agent, or both, as appropriate, to give such further notices of redemption as may be required by any applicable rule of the Securities and Exchange Commission, the Municipal Securities Rulemaking Board, the Comptroller of the Currency, or any other agency or person having appropriate juris- diction; but the giving of any such notice shall be directory only, and any failure or defect with respect to such notice shall not invalidate or diminish in any way the validity of the redemp- tion of the Prior Bonds as provided herein upon the giving of official notice of redemption. 3.13. The Escrow Agent will submit to the Comptroller • a statement within 30 days after January 1 and July 1 of each year, commencing January 1, 1991, itemizing all moneys received by it and all payments made by it under the provisions of this Agreement during the.six month period ending on such January 1 or July 1. 3.14. If at any time it shall appear to the Escrow Agent that the available proceeds of the Government Obligations and funds on deposit in the Escrow Account will not -be sufficient to make any payment (whether principal, interest or premium) due to the holders or registered owners of any of the Bonds or Prior Bonds, as and to the extent provided herein, the Escrow Agent shall notify the City not less than 15 days prior to such date, EA12 • E and the City agrees that it will from any funds lawfully avail- able for such purpose make up the anticipated deficit so that no default in the making of any such payment will occur. follows: ARTICLE IV. .COVENANTS OF CITY The City covenants and agrees with the Escrow Agent as 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 said Bond Ordinance. • 4.02. To the fullest extent it is required under the terms of the Prior Bonds, the City will promptly and without delay remit to the Escrow Agent, within ten days after receipt of its written request, such sum or sums of money as are necessary to make the payments required under 3.14 hereof and to fully pay and discharge any obligation or obligations or charges, fees or expenses incurred by the Escrow Agent in carrying out any of the duties, terms or provisions of this Agreement. The City will promptly pay all Paying Agent and Bond Registrar fees. 4.03. The Comptroller will promptly and without delay supply, upon request from the Escrow Agent, the names of the registered owners of the Prior Bonds which have been registered as to principal on the books kept by the City for such purpose. • EA13 r� u 4.04. The City does hereby waive any right to pay at maturity or redeem on any other date than as herein specified any of the Prior Bonds. ARTICLE V. AMENDMENTS AND IRREVOCABILITY OF AGREEMENT 5.01. This Agreement may be amended or supplemented to provide that the Government Obligations or any portion thereof may be sold or redeemed, and moneys derived therefrom invested, reinvested (but only in other direct full faith and credit obli- gations of the U.S. Treasury which are not redeemable by the Treasury prior to maturity) or disbursed in any manner provided (any such amendment, supplement, direction to sell or redeem or invest, reinvest or disburse to be referred to as a "Subsequent Action"), upon submission to the Escrow Agent of each of the following: A. Certified copy of proceedings of the City Council of the City authorizing the Subsequent Action and copy of the document effecting the Subsequent ,Action signed by duly designated officers of the City. B. 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 will not cause the interest on the Bonds or any of the Prior Bonds to become includible in the gross income of the owners for federal income tax purposes and not exempt from federal income taxes of such owners under the laws of the United States of EA14 • • America providing for taxation of income and will not violate the covenants of the City not to cause the Bonds or any of the Prior Bonds to become "arbitrage bonds" under applicable provisions of the Internal Revenue Code, and that the Subsequent Action does not materially adversely affect the legal rights of the regis- tered owners or holders of the Bonds or any of the Prior Bonds. C. An opinion of a firm of nationally recognized inde- pendent certified public accountants that the amounts, which will consist of funds or receipts from direct full faith and credit obligations of the United States of America, not subject to re- demption prior to maturity, all of which shall be held hereunder, available or to be available for payment of the Bonds and Prior • Bonds will remain sufficient after the Subsequent Action to pay when due principal of and premium on the Prior Bonds on the Call Date and also to pay all Crossover Interest on the Bonds. 5.02. The City and the Escrow Agent may amend or add to the terms of this Agreement to correct errors, clarify ambi- guities or insert inadvertently omitted material but only if any such correction, clarification or insertion has absolutely no adverse impact on the holders or registered owners of the Bonds or any of the Prior Bonds.. The City may supplement this Agree- ment by providing for. notice prior to any amendment to such parties as it may name in any such supplement, which will be effective upon filing with the Escrow Agent. • EA15 • 5.03. Except as provided in 5.01 and 5.02 hereof, all of the rights, powers, duties and obligations of the Escrow Agent hereunder shall be irrevocable and shall not be subject to amend- ment by the Escrow Agent and shall be binding on any successor to the Escrow Agent during the term of this Agreement. 5.04. Except as provided in 5.01 and 5.02 hereof, all of the rights, powers, duties and obligations of the City here- under shall be irrevocable and shall not be subject to amendment by the City and shall be binding on any successor to the offi- cials now comprising the City Council of the City during the term of this Agreement. 5.05. Except as provided in 5.01 and 5.02 hereof, all of the rights, powers, duties and obligations of the Comptroller hereunder shall be irrevocable and shall not be subject to amend- ment by the Comptroller and shall be binding on any successor to said official now in office during the term of this Agreement. 5.06. In the event the Prior .Bonds, with the consent and approval of the City, are rerated by any nationally known service which rates securities such as the Prior Bonds based upon the additional security provided by this Agreement, then the City and the Escrow Agent will provide such reasonable prior notice of any further amendment to this Agreement as may be requested by such service pursuant to its rerating. EA16 • • ARTICLE VI. NOTICES 6.01. All notices and communications to the City and the City Council shall be addressed in writing to: City Clerk City of Evanston 2100 Ridge Avenue Evanston, Illinois 60201 or at such other address as is furnished from time to time by the City. 6.02. All notices and communications to the Escrow. Agent shall be addressed in writing to: American National Bank and Trust Company of Chicago Corporate Trust Division 30 North LaSalle Street Chicago, Illinois 60690 or at such other address as is furnished from time to time by the Escrow Agent. 6.03. All notices and communications to the Comp- troller shall be addressed in writing to: City Comptroller City of Evanston 2100 Ridge Avenue Evanston, Illinois 60201 or at such other address as is furnished from time to time by the Comptroller. 0 EA17 • ARTICLE VII. RESIGNATION OF ESCROW AGENT 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 $50,000,000 and located within the City of Chicago, Illinois, or the City of New York, New York, and which is authorized to maintain trust accounts for corporations in Illinois under applicable law. ARTICLE VIII. TERMINATION OF AGREEMENT Upon the final disbursement for the payment of the Prior Bonds as hereinabove provided for, the Escrow Agent will • transfer any balance remaining in the Escrow Account to the Comptroller with due notice thereof mailed to the City, and thereupon this Agreement shall terminate. IN WITNESS WHEREOF the City has caused this Agreement to be signed in its name by its Mayor, to be attested by the City Clerk under its corporate seal hereunto affixed; and the Escrow Agent, not individually, but in the capacity as hereinabove de- scribed, has caused this Agreement to be signed in its corporate EA18 • .7 name by one of its one of its hereunto affixed, all this Attest: City Clerk (SEAL) . 1 Attest: Its (SEAL) and to be attested by under its, corporate seal day of 1990. CITY OF EVANSTON COOK COUNTY, ILLINOIS By9�Mmayvnr AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO By Its 0 EA19 The foregoing Escrow Agreement has been received and acknowledged by me as of the date last written. Comptroller City of Evanston Cook County, Illinois .• • EA20 •