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HomeMy WebLinkAboutORDINANCES-1987-031-O-87• • ORDINANCE NO. 31-0-87 AN ORDINANCE Authorizing the Issue of Not to Exceed $3,000,000 Residual Revenue Bonds, Series 1987, of the City of Evanston, Cook County, Illinois, the Execution of a Trust Indenture, a Purchase Contract, Approving an Official Statement and Other Matters in Connection Therewith PREAMBLES WHEREAS, The City of Evanston, Cook County, Illinois (the "Issuer"), a political subdivision of the State of Illinois, 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 Issuer 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 incur debt; and WHEREAS, This preamble and the trust indenture (the "Trust Indenture") hereinafter set forth in this Ordinance shall constitute an integral part of this Ordinance; and WHEREAS, The corporate trustee under the Trust Indenture (the "Trustee") will have the duties and obligations hereinafter provided; and WHEREAS, The Issuer has previously issued its "City of Evanston, Cook County, Illinois Residential Mortgage Revenue Bonds, Series 1979A" in the original aggregate amount of $25,000,000 (the "Series 1979 Bonds") pursuant to "AN ORDINANCE authorizing the issue of $25,000,000 Residential Mortgage Revenue Bonds, Series 1979, of the City of Evanston, Cook County, Illinois," adopted by the Issuer on December 18, 1978 (the "Series 1979 Bond Ordinance") to acquire the Mortgage Loans (hereinafter defined); and WHEREAS, Pursuant to Section 5.13 of the Trust Indenture, dated as of January 1, 1979 (the "Series 1979 Indenture") securing the Series 1979 Bonds, upon full payment of the Series 1979 Bonds, the fees, charges and expenses of the Trustee, Custodian, the Lending Institutions (such terms defined in the Series 1979 Indenture) and any paying agent, and all other amounts required to be paid under the Series 1979 Indenture and under the Agreement (defined in the Series 1979 Indenture), any moneys remaining in any fund or account under the Series 1979 Indenture (the "Residual Revenues") shall be paid to the Issuer to be used for housing purposes as determined by the Issuer; and • WHEREAS, It is deemed to be necessary, essential and in the best interests of the inhabitants of the Issuer to obtain funds to pay the cost of making certain sewer improvements and sewer emergency repairs in the residential areas of the Issuer, which improvements and repairs now require funds in the amount of approximately $3,000,000; and WHEREAS, The Issuer has determined that such improvements and repairs constitute valid "housing purposes" as that term is used in Section 5.13 of the Series 1979 Indenture; and WHEREAS, To make such improvements and repairs it is necessary that not to exceed $3,000,000 be borrowed at this time and in evidence of such indebtedness that revenue bonds of the Issuer be issued in the principal amount of not to exceed $3,000,000 and that such bonds be secured by the pledge of the Residual Revenues received or to be•received by the Issuer; and WHEREAS, The Issuer has determined to issue the bonds hereinafter described and to secure such bonds by the pledge of the Residual Revenues received or to be received by the Issuer; and WHEREAS, The definitions of terms in the Trust Indenture are hereby adopted, and the terms used herein shall have the • same meanings as are provided in the Trust Indenture unless a different meaning is provided herein. 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. Incorporation of Preambles. The City Council hereby finds that 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. Designation, Amount, and Purpose of the Bonds. The Issuer's bonds designated and to be known as City of Evanston, Cook County, Illinois Residual Revenue Bonds, Series 1987 (the "Bonds"), are hereby authorized to be issued in the principal amount of not to exceed $3,000,000 to obtain funds to pay the cost of making certain sewer improvements and sewer emergency repairs in the residential areas of the Issuer, which is deemed to be necessary and in the best interests of the Issuer. 9 -2- • SECTION 3. Date, Denomination. p mbeg and Maturity of the Bonds. The Bonds initially authorized hereby shall be in the aggregate principal amount of not to exceed $3,000,000 With •a Maturity Amount of not to exceed $14,000400, shall be dated as of the date of delivery to the initial purchaser (the "Issuance Date"), shall be issued and delivered in the form of fully registered bonds, Without coupons, payable to the registered owners thereof, or their registered assigns:, all in the manner hereinafter provided, with the Bonds to be 'numbered R-1 upward, each in the denomination of S5,000 Maturity Amount or any integral multiple thereof, with the principal of each Bond to be payable on January 1, 2009. The Mayor and the City Manager of the Issuer on behalf of the Issuer are, and each of them is, hereby authorized to, and shall, determine the precise aggregate principal amount and Maturity Amount of the Bonds and the per annum interest rate thereon upon the sale of the Bonds as provided in Section 16. SECTION 4. Interest on the Bonds. The Bonds shall not bear current interest but shall accrete value at a per annum interest rate of not to exceed 9 percent, calculated on the basis of a 360-day year composed of twelve 30-day months (subject to rounding to the Accreted Amount) on the unpaid balance of the principal amount thereof from the date of delivery to the initial purchaser thereof, accrued and compounded semiannually on each January 1 and July 1 of each year commencing July 1, 1987, to the scheduled due date, or . date of prepayment or redemption prior to the scheduled due date, of the Bonds. (The issuer recognises that a 9 percent interest rate will produce an aggregate principal amount of Bonds of approximately $1,850,000.) The precise per annum interest rate shall be that rate set forth in the Purchase Contract (hereinafter defined). Reference is hereby made to Exhibit A hereto, which, upon the sale of the Bonds as provided in _Section lb, shall be completed by the Mayor or the City Manager of the Issuer on behalf of the Issuer and shall set forth the Accreted Amounts (per $5,000 Maturity Amount) as of each January 1 and July 1, commencing July 1, 19871 and continuing until maturity of the Bonds. The Accreted Amount with respect to any date other than a January 1 or July 1, shall be the amount set forth on Exhibit A with respect to the last preceding January 1 or July 1 as the case may be, plus the portion of the difference between such amount and the amount set forth on Exhibit A with respect to the next succeeding January 1 or July 1, as the case may be, that the number of days (based on 30-day months) from such last preceding January 1 or July 1, as the case may be, to the date for which such determination is being calculated bears to the total number of days (based on 30-day months) from such last preceding January 1 or July 1, as the case may be, to the nest succeeding January 1 or July 1, as the case may be. The Accreted Amount shall be payable in lawful money of the United States of America upon •presentatio4 and surrender of the Bonds at the principal corporate trust office of the Trustee. -3- • SECTION 5. General Characteristics. (a) In General. The Bonds authorized hereby shall be issued, shall be payable, may be prepaid or redeemed prior to the scheduled due date, shall have the characteristics, and shall be signed and executed (and the Bonds shall be sealed), all as provided, and in the manner indicated, in the FORM OF BOND set forth in Section 6. After the Bonds have been authorized to be issued by the City Council, and prior to the delivery of the Bonds, the Trustee shall authenticate the Bonds by executing the Trustee's Certificate of Authentication appearing on the Bonds as provided in Section 6. In addition, on the date of delivery of the Bonds to the initial purchaser thereof, the Trustee shall fill in the date of . delivery of the Bonds in the blank provided for Issuance Date appearing on the Bonds as provided in Section 6. (b) Registration Books. The Issuer shall keep or cause to be kept at the principal corporate trust office of the Trustee books for the registration and transfer of Bonds (the "Registration Books") and the Issuer hereby appoints the Trustee as its registrar and transfer agent (the "Registrar") to keep such books and make such registrations and transfers under such reasonable regulations as the Issuer or the Registrar may prescribe; and the Registrar will register or transfer as herein provided any Bonds upon presentation thereof at such office. The Issuer shall have the right to inspect the Registration Books during regular business hours • of the Registrar, but otherwise the Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. Registration of each Bond may be transferred in the Registration Books only upon presentation and surrender of such Bond to the Registrar for transfer of registration and cancellation, together with proper written instruments of assignment, in form and with guarantee of signatures satisfactory to the Registrar, evidencing (i) the assignment of the Bond, or any portion thereof in any integral multiple of $5,000 Maturity Amount, to the assignee or assignees thereof, and (ii) the right of such assignee or assignees to have the Bond or any such portion thereof registered in the name of such assignee or assignees. Upon the assignment and transfer of any Bond or any portion thereof, a new substitute Bond or Bonds shall be issued in conversion and exchange therefor in the manner herein provided. If any Bond or portion thereof is assigned and transferred each Bond issued in exchange therefor shall have the same maturity date and accrete value at the same rate as the Bond for which it is exchanged. A form of assignment shall be printed or endorsed on each Bond, which shall be executed by the registered owner or its duly authorized attorney or representative to evidence an assignment thereof. The Issuer shall pay the Registrar's fees and charges, if any, for making such transfer and delivery of a substitute Bond or Bonds, but the one requesting such transfer shall pay any taxes or other governmental charges required to be paid with respect thereto. The Trustee shall not be required to make transfers of any Bond within 15 days prior to the maturity or redemption date or subsequent to the date of mailing of notice of redemption of such Bond or a portion thereof, notwithstanding anything in such Bond to the contrary. (c) Payment to Registered Owner. The person in whose name any Bond shall be registered on the Registration Books may be deemed and treated as the absolute owner thereof for all purposes of this Ordinance and the Trust Indenture whether or not such Bond shall be overdue, and the Issuer and the Trustee shall not be affected by any notice to the contrary; and payment of, or on account of, any such Bond shall be made only to such registered owner thereof; but such registration may be changed as provided herein. 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. • (d) Temporary Bonds. Until Bonds in definitive form are ready for delivery, the Issuer may execute, and upon its request, the Trustee shall authenticate and deliver in lieu of any thereof, and subject to the same provisions, limitations and conditions, one or more printed, lithographed or typewritten Bonds in temporary form, substantially of the tenor of the Bonds as provided in the FORM OF BOND set forth in Section 6 and with appropriate omissions, variations and insertions. Such Bond or Bonds in temporary form may be for such principal amounts as the Issuer may determine. Until exchanged for Bonds in definitive form, such Bonds in temporary form shall be entitled to the lien and benefit of this Ordinance and the Trust Indenture. The Issuer shall, without unreasonable delay, prepare, execute and deliver to the Trustee, and thereupon, upon the presentation and surrender of the Bond or Bonds in temporary form, the Trustee shall authenticate and deliver, in exchange therefor, a Bond or Bonds in definitive form in authorized denominations of the same maturity and interest rate for the same aggregate Maturity Amount as the Bond or Bonds in temporary form surrendered. Such exchange shall be made by the Issuer at its own expense and without making any charge therefor. -5- • • SECTION 6. Form of Bond. The form of the Bonds, together with the forms of the various certificates and forms to appear on the Bonds, shall be, respectively, substantially as follows, with necessary and appropriate variations, omissions, and insertions as permitted or required by this Ordinance: E • FORM OF BOND UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF COOK CITY OF EVANSTON RESIDUAL REVENUE BOND, SERIES 1987 NO. R- MATURITY AMOUNT INTEREST RATE MATURITY DATE ISSUANCE DATE CUSIP KNOW ALL PERSONS BY THESE PRESENTS, that the.CITY OF EVANSTON, COOK COUNTY, ILLINOIS, a political subdivision and a home rule municipality under the applicable provisions of Section 6 of Article VII of the Constitution of the State of Illinois (the "Issuer"), hereby promises to pay to REGISTERED OWNER: MATURITY AMOUNT: DOLLARS • or to the registered assignee or assignees of this Bond or any portion or portions hereof (in each case, the "registered owner" or "owner"), unless heretofore prepaid as provided herein, on the Maturity Date specified above, the Maturity Amount specified above, representing the principal amount hereof and accrued and compounded interest hereon. Interest on the principal amount hereof from the Issuance Date shall accrue and compound semiannually on each January 1 and July 1 commencing July 1, 1987, at the interest rate per annum specified above (subject to rounding to the Accreted Amounts as provided in the Bond Ordinance (hereinafter defined) and as set forth on the reverse hereof). The Accreted Amount (including the Maturity Amount) is payable in lawful money of the United States of America upon presentation and surrender of this Bond at the principal corporate trust office of First Bank (N.A.), Milwaukee, Wisconsin, or its successor, as trustee (the "Trustee"). ANY PROVISION for any payment contained in this Bond shall be held to be subject to reduction to the amount allowed under the applicable usury laws of the State of Illinois and the United States of America, as now or hereafter construed 0 -7- • by the courts having jurisdiction, and Issuer and the owner of this Bond that usury be paid or collected with respect • 0 it is agreed by the in no event shall to this Bond. THIS BOND is one of a series (the "Bonds") authorized and issued in the aggregate principal amount of not to exceed $3,000,000 pursuant to an ordinance duly adopted by the City Council on May 18, 1987 (the "Bond Ordinance") to obtain funds to pay the cost of making certain sewer improvements and sewer emergency repairs in the residential areas of the Issuer. THE BONDS are secured by a Trust Indenture dated as of May 1, 1987 (the "Trust Indenture"), whereunder the Trustee is custodian of the Debt Service Fund (defined in the Trust Indenture) and is obligated to enforce the rights of the owner of this Bond and to perform other duties in the manner and under the conditions stated in the Trust Indenture. In case an Event of Default (defined in the Trust Indenture) shall occur, this Bond may be declared to be due and payable immediately upon the conditions and in the manner provided in the Trust Indenture. Reference is hereby made to the Bond Ordinance and the Trust Indenture for additional provisions with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer, the Trustee and the owner of this Bond, the terms upon which this Bond is issued and secured, and the modification of any of the foregoing. ON ANY January 1 or July 1, commencing July 1, 1987, the Bonds are subject to prepayment or redemption prior to the Maturity Date and shall be prepaid or redeemed by the Trustee, in whole or in part, and if in part, the particular Bonds or portions thereof to be selected and designated by the Trustee (provided that portions of Bonds may be redeemed only in integral multiples of $5,000 Maturity Amount), to the extent of the amount of Residual Revenues (hereinafter defined) on deposit (either as cash balances or as investments) in the Debt Service Fund on the 45th day prior to such January l or July 1, as appropriate. The Bonds or portions thereof shall be so prepaid or redeemed at a prepayment or redemption price equal to the Accreted Amount (defined in the Trust Indenture) as of the date of prepayment or redemption. ON July 1, 1997, and on any date thereafter, the Bonds are subject to prepayment or redemption prior to the Maturity Date, at the option of the Issuer, and shall be prepaid or redeemed with funds derived from any available and lawful source (including sale of the mortgage loans), as a whole, at the redemption prices (expressed as a percentage of Accreted Amount as of the redemption date) set forth below: -8- • Redemption Period Redemption Price July 1, 1997 through June 30, 1998 103% July 1, 1998 through June 30, 1999 102 July 1, 1999 through June 30, 2000 101 July 1, 2000 and thereafter, 100 THE BONDS are also subject to mandatory prepayment or redemption prior to the Maturity Date by the Trustee, with funds derived from any available and lawful source, the particular Bonds or portions thereof to be redeemed to be selected and designated by the Trustee (provided that portions of Bonds may be redeemed only in integral multiples of $5,000 Maturity Amount), at a prepayment or redemption price equal to the Accreted Amount as of the date of prepayment or redemption, on January 1 and July 1 in each of the years and in the amounts provided in the Bond Ordinance. There shall be credited against the Issuer's obligation to make the mandatory prepayments, all prepayments of Accreted Amount made by the Issuer (other than mandatory prepayments required by this paragraph) at least 60 days prior to the redemption date for the mandatory prepayment or redemption described above. AT LEAST 30 DAYS PRIOR to the date fixed for any prepayment or redemption of this Bond, the Trustee shall cause a written notice of such redemption to be mailed by • first-class mail, postage prepaid to the registered owner of this Bond addressed to such owner at the address appearing on the bond registration books of the Issuer maintained by the Trustee as Registrar. Failure to mail any such notice, or any defect therein or in the mailing thereof shall not affect the validity of any proceedings for the prepayment or redemption of Bonds. By the date fixed for any such prepayment or redemption, due provision shall be made by the Issuer with the Trustee for the payment of this Bond or portion thereof which is to be prepaid or redeemed. If such written notice of prepayment or redemption is given and if due provision for payment of the Bond or portion thereof to be prepaid or redeemed is made, all as provided above, this Bond or portion thereof which is to be prepaid or redeemed thereby automatically shall be deemed to have been prepaid or redeemed prior to the Maturity Date, and it shall not be regarded as being outstanding except for the right of the owner thereof to receive the payment from the Trustee out of the funds provided for such payment. Upon presentation of this Bond to the Trustee, such Bond or portion thereof which is to be prepaid or redeemed shall be paid at the redemption price and the Trustee shall issue to the owner thereof, without charge, a new Bond having the same Maturity Date, 0 -9- • bearing interest at the same rate, in any authorized denomination, in aggregate Maturity Amount equal to the unredeemed portion. Except as set forth above, this Bond is not subject to prepayment or redemption prior to the Maturity Date. IF THE MATURITY DATE or a date for prepayment or redemption shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the Trustee or Paying Agent is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date of payment. IT IS HEREBY CERTIFIED AND COVENANTED that this Bond has been duly and validly authorized, issued, and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law, that this Bond is a special revenue obligation of the Issuer, and this Bond is payable from and secured by a first lien on and pledge of the payments designated as "Residual Revenues" to be made or paid, or caused to be made or paid, by the Issuer • to the Trustee, pursuant to the Bond Ordinance and the Trust Indenture, which Residual Revenues consist of: (i) all moneys in any funds or accounts created by the Trust Indenture, dated January 1, 1979 (the "Series 1979 Indenture") securing the "City of Evanston, Cook County, Illinois Residential Mortgage Revenue Bonds, Series 1979A," in the original principal amount of $25,000,000 (the "Series 1979 Bonds") remaining after payment of all outstanding Series "1979 Bonds and (ii) the income, revenues and receipts and other amounts derived from or in connection with the mortgage loans (including certain insurance with respect thereto and amounts derived from the sale thereof as permitted by the Trust Indenture) purchased with the proceeds of the Series 1979 Bonds, payable to the Issuer upon discharge of the lien of the Series 1979 Indenture in accordance with the terms thereof. THIS BOND DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. -10- THE ISSUER also has reserved the right to amend the Bond Ordinance and the Trust Indenture, as provided therein; and under some (but not all) circumstances amendments thereto must be approved by the owners of 51 percent in aggregate principal amount of the Bonds then outstanding. THE OWNER HEREOF shall never have the right to demand payment of this obligation out of any funds raised or to be raised by taxation or from any source whatsoever except the Residual Revenues. Except for the lien on and the assignment and pledge of such Residual Revenues no property of the Issuer is encumbered by any lien or security interest for the benefit of the owner of this Bond. The Bonds are limited obligations of the Issuer payable solely out of the Revenues (as defined in the Trust Indenture), receipts and resources pledged to their payment. THIS BOND may be assigned and shall be transferred only on the Registration Books of the Issuer kept by the Trustee, as Registrar, upon the terms and conditions set forth in the Bond Ordinance, the Trust Indenture and the Assignment provisions endorsed hereon. Such transfers shall be without expense to the owner hereof, but any taxes or other governmental charges required to be paid with respect to the same shall be paid by the owner requesting such transfer as a condition precedent to the exercise of such privilege. The Trustee shall not be required to make transfers of this Bond within 15 days'prior.to the Maturity Date or a redemption • date or subsequent to the date of mailing of notice of redemption of this Bond or portions thereof, notwithstanding anything in this Bond to the contrary. THE REGISTERED OWNER OF THIS BOND may be deemed and treated by the Issuer and the Trustee as the absolute owner hereof for all purposes, including payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and the Trustee shall not be affected by any notice to the contrary. THIS BOND shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture until the Trustee's Certificate of Authentication hereon shall have been signed by the Trustee. • IN WITNESS WHEREOF, this Bond has been signed with the manual or facsimile signatures of the Mayor and the City Clerk of the Issuer, and the official seal of the Issuer has been duly impressed, or placed in facsimile, on this Bond. Mayor (ISSUER'S SEAL) City Clerk FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds initially issued under the provisions of the within mentioned Bond Ordinance and Trust Indenture. • Date: as Trustee By Authorized Officer FORM OF STATEMENT OF MUNICIPAL BOND INSURANCE Municipal Bond Insurance Policy No. with respect to payments due for principal of and interest on this bond has been issued to the United States Trust Company of New York, as the Insurance Trustee under said Policy. The Policy is issued by AMBAC Indemnity Corporation ("AMBAC Indemnity"). The Policy is on file and available for inspection at the principal office of the Insurance Trustee and copy thereof may be secured from AMBAC Indemnity or the Insurance Trustee. All payments required to be made under the Policy shall be made in accordance with the provisions thereof. The owner of this bond acknowledges and consents to the subrogation rights of AMBAC Indemnity as more fully set forth in the Policy. 0 -12- • FORM OF ASSIGNMENT: ASSIGNMENT 0 For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney, to register the transfer of the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. NOTICE: The signature above must correspond with the name of the registered owner as it appears upon the front of this Bond in every particular, without alteration or enlarge- ment or any change whatsoever. SECTION 7. Pledge. (a) Residual Revenues. The Bonds are and shall be payable from and secured by a first lien on and pledge of the Residual Revenues to be made or paid, or caused to be made or paid, to the Trustee by the Issuer, pursuant and subject to the terms and provisions of this Ordinance and the Trust Indenture; and such Residual Revenues are further pledged irrevocably to the establishment and maintenance of the Debt Service Fund hereinafter created. Nothing in this Ordinance or the Trust Indenture shall be construed either as (i) pledging any funds of the Issuer -13- other than the Residual Revenues, or (ii) prior to discharge of the Series 1979 Indenture in accordance with the terms thereof, selling, conveying, assigning, pledging, encumbering or otherwise disposing of any part of the income, revenues and receipts payable under the Mortgage Loans or the Agreement or the Issuer's rights thereunder except as permitted by the Series 1979 Indenture. (b) Additional Security. To further secure its pledge of the Residual Revenues, immediately upon discharge of the lien of the Series 1979 Indenture in accordance with the terms thereof, the Issuer shall pledge and assign to the Trustee, for the benefit of the Bondholders, all of its right, title and interest in and to the Mortgage Loans, including the Mortgage Notes and the Mortgages, and the Agreement, whereupon the Trustee shall become vested with all right, title and interest of the Issuer therein and in the Mortgage Loans, including the Mortgage Notes and the Mortgage, and the Agreement shall become part of the Trust Estate. (c) Sale of Mortgages. To further secure its pledge of the Residual Revenues, prior to January 1, 1997, the Issuer shall not enter into any agreement with any Lending Institution to sell the Mortgage Loans to such Lending Institution pursuant to the Agreement. Further, at any time on or after January 1, 1997, but prior to the discharge of the lien of the Series 1979 Indenture, the Issuer shall not • enter into any agreement with any Lending Institution to sell the Mortgage Loans unless the purchase price thereof, together with other moneys legally.available for such purpose, is sufficient to redeem all outstanding Series 1979 Bonds and the Bonds. At any time on or after January 1, 1997 and after discharge of the lien of the Series 1979 Indenture, the Issuer may, or may direct the Trustee to, sell, transfer, or liquidate the Mortgage Loans in whole to any person or persons at any price which, together with all other moneys on deposit in all Funds held by the Trustee will be sufficient to redeem all Bonds outstanding. (d) Limitation on Discharge of Series 1979 Indenture. To further secure the Bonds, prior to January 1, 1997, the Issuer shall not discharge or cause the discharge of the lien of the Series 1979 Indenture with funds other than the income, revenues, and receipts pledged to the payment of the Series 1979 Bonds unless, simultaneously therewith, the lien of the Indenture is discharged in accordance with Article 8 thereof. SECTION 8. Revenues and Funds. (a) Creation of Funds. The following funds -of the Issuer are hereby created and established with the Trustee: -14- • (i) The Cost of Issuance Fund; and • (ii) The Debt Service Fund. Each fund shall be maintained by the Trustee as a separate and distinct trust fund to be held,. managed, invested, disbursed and administered as provided in this Ordinance and the Trust Indenture. All moneys deposited in the funds shall be used solely for the purposes set forth in this Ordinance and the Trust Indenture. There are also hereby created and established with the Issuer a Sewer Improvement Fund and an Arbitrage Fund, each of which shall be maintained by the Issuer as separate and distinct funds to be held, managed, invested, disbursed and administered as provided in this Ordinance. The Arbitrage Fund shall be held, managed, invested and administered as a trust fund for the benefit of the Issuer and the United States of America, as their interests may appear: In the Arbitrage Fund, there are.hereby created and established a Principal Account and an Earnings Account. (b) Initial Deposits: As shall be more fully specified by letter from the Issuer, the Trustee shall apply the proceeds received from the sale of the Bonds as follows: (i_) The amount specified in such letter as being required to pay the fees and the expenses of issuing the • Bonds shall be deposited into the Cost of Issuance Fund; (ii) The balance remaining from the proceeds received from the sale of the Bonds shall be delivered to the Issuer to be deposited into its Sewer Improvement Fund. (c) Cost of Issuance Fund. Moneys initially deposited into the Cost of Issuance Fund shall be used to pay the cost of issuing the Bonds, including, without limitation, printing expenses, legal fees, rating fees, financial advisory fees, Trustee's initial fees and expenses, including counsel fees, verification expenses, feasibility study costs, insurance premiums, accounting expenses and other expenses incurred in connection with the issuance of the Bonds upon the submission of the letter from the Issuer referred to in the immediately preceding paragraph or requisitions by the Issuer stating that the amounts therein are justly due and owing, have not been the subject of another such letter or requisition which was paid, and are proper expenses of issuing the Bonds. Moneys remaining in the Cost of Issuance Fund, after payment of all of the foregoing fees and expenses, shall be transferred to the -Issuer to be deposited into its Sewer Improvement Fund. -15- • (d) Sewer Improvement Fund. The Issuer shall use • moneys in the Sewer Improvement Fund to pay the costs of making sewer improvements and sewer emergency repairs in the residential areas of the Issuer. To accomplish such purposes, the Issuer may contract with other persons or entities. (e) Debt Service Fund. (1) Immediately upon receipt thereof, the Trustee shall deposit into the Debt Service Fund all Residual Revenues. Except as otherwise specifically provided in this Ordinance or the Trust Indenture, the Debt Service Fund shall be used by the Trustee only to pay the following in the following order of priority: (a) Program Expenses and (b) Accreted Amounts on the Bonds; and the Trustee shall make available, but only to the extent of funds available in the Debt Service Fund to the Paying Agent, out of the Debt Service Fund, the amounts required to pay or redeem the Bonds when due, and all other payments as required by this Ordinance and the Trust Indenture. The Trustee shall receive and destroy all paid Bonds and shall furnish the Issuer an appropriate certificate of destruction at least annually. (f) Redemption. The Bonds or portions thereof shall be subject to redemption, and shall be redeemed by the Trustee in whole or in part, and if in part, the particular Bond or portions thereof to be selected and designated by the Issuer (provided that portions of Bonds may be redeemed only in • integral multiples of $5,000 Maturity Amount) on any January 1 or July 1 to the extent of the amount of Residual Revenues on deposit (either as a cash balance or investments) in the Debt Service Fund on the 45th day prior to such January 1 or July 1, as appropriate. The Bonds or portions thereof to be redeemed shall be redeemed at a redemption price equal to the Accreted Amount as of the date of redemption. On July 1, 1997, and on any date thereafter, the Bonds are subject to prepayment or redemption prior to the Maturity Date, at the option of the Issuer, and shall be prepaid or redeemed with funds derived from any available and lawful source (including sale of the Mortgage Loans), as a whole, at the redemption prices (expressed as a percentage of Accreted Amount as of the redemption date) set forth below: Redemption Period Redemption Price July 1, 1997 through June 30, 1998 103% July 1, 1998 through June 30, 1999 102 July 1, 1999 through June 30, 2000 101 July 1, 2000 and thereafter 100 -16- 11 The Bonds are also subject to mandatory prepayment or. redemption prior to the Maturity Date by the Trustee, with • funds derived from any available and lawful source, the particular Bonds or portions thereof to be redeemed to be selected and designated by the Issuer (provided that portions of Bonds may be redeemed only in integral multiples of $5,000 Maturity Amount), at a prepayment or redemption price equal to the Accreted Amount as o the date of prepayment or redemption, on January 1 and July 1 in eac='��ars—and in the amounts determined by the Mayor. and the City Manager of the Issuer on behalf of the Issuer upon the sale of the Bonds as provided in Section 16: Each- of- the-Mayar...and the: City Manager of the Issuer is authorized and directed to so determine such mandatory prepayment or redemption provisions for and on behalf of the Issuer, the City Council of the Issuer recognizing that such provisions cannot be finally determined until the Bonds are sold. When such mandatory prepayment or redemption provisions are so determined, a schedule of the redemption dates, Maturity Amounts and Accreted Amounts shall be attached hereto as Exhibit B. There shall be credited against the Issuer's obligation to make the mandatory prepayments all prepayments of Accreted Amount made by the Issuer (other than mandatory prepayments required by this paragraph) at least 60 days prior to the redemption date for the mandatory prepayment or redemption described above. At least 30 days prior to the date fixed for any prepayment or redemption of Bonds, the Trustee shall cause a • written notice of such redemption to be mailed by first-class mail, postage prepaid to the registered owners of each Bond addressed to such owner at the address appearing on the Registration Books. Failure to mail any such notice, or any defect therein or in the mailing thereof shall not affect the validity of any proceedings for the prepayment or redemption of Bonds. By the date fixed for any such prepayment or redemption, due provision shall be made by the Issuer with the Trustee and the Paying Agent for the payment of the Bonds or portions thereof which are to be prepaid or redeemed. If such written notice of prepayment or redemption is given and if due provision for payment of the Bonds or portions thereof to be prepaid or redeemed is made, all as provided above, the Bonds or portion thereof which are to be prepaid or redeemed thereby automatically shall be deemed to have been prepaid or redeemed prior to the Maturity Date, and they.shall not be regarded as being outstanding except for the right of the owners thereof to receive the payment from the Trustee and Paying Agent out of the funds provided for such payment. Upon presentation of a Bond to the Trustee, such Bond or portion thereof which is to be prepaid or redeemed shall be -17- • paid at the redemption price and the Trustee shall issue to • the owner thereof, without charge, a new Bond having the same Maturity Date, bearing interest at the same rate, in any authorized denomination, in aggregate Maturity Amount equal to the unredeemed portion. Except as set forth above, the Bonds are not subject to prepayment or redemption prior to the Maturity Date. (g) Investment of Funds. Subject to Subsection 8(h), any money held as part of any Fund, except the Debt Service Fund, shall be invested or reinvested by the Trustee (or by the Issuer in the case of the Sewer Improvement Fund) in Permitted Investments. Any money held as part of the'Debt Service Fund shall be invested or reinvested by the Trustee in Permitted Investments maturing not later than the next January 1 or July 1, as the case may be. The investments of a Fund shall be deemed to be a part of such Fund, and, for the purpose of determining the amount of money in_such Fund, such investments shall be valued at their cost or market value, whichever is lower. The income and profits, including realized discount on obligations purchased, received from such investments shall be deposited in or credited to the Fund from which such moneys came, and any losses on investments thereon shall be charged against such Fund. If at any time it shall become necessary that some or all of the - investments made with the moneys from a Fund be redeemed or sold to raise moneys necessary to comply with the provisions of this Ordinance or the Trust Indenture, the Trustee or the • Issuer shall, without further authorization, effect such redemption or sale, employing, in the case of a sale, any commercially reasonable method of effecting the same. The Trustee shall not be liable or responsible for any loss resulting from any such investment or resulting from the redemption or sale of any such investment as herein authorized; except that the Trustee shall be liable for any loss resulting from its willful or negligent failure to make, redeem or sell any investment in the manner provided for herein. If the Trustee is unable, after reasonable effort and within a reasonable time, to make, redeem or sell any such investments, it shall so notify in writing the Approving Officer and thereafter the Trustee shall,be relieved of all responsibility with respect thereto. (h) To comply with Section 20, on each and every anniversary date of the issuance of the Bonds and upon the maturity thereof (each, a "Computation Date"), the Issuer shall determine the amount of money (if any) that must be paid over to the United States of America pursuant to Section 148 of the Internal Revenue Code of 1986, as amended, which -18- • amount of money shall be determined by the Issuer, with the advice of nationally recognized bond counsel, in accordance with the Internal Revenue Code, including any lawful regulations promulgated thereunder (the "Rebate Amount"). The Issuer shall deposit into the Principal Account established in the Arbitrage Fund any Rebate Amount. Moneys on deposit in the Principal Account in the Arbitrage Fund shall be invested in Government Obligations. Investment earnings on moneys on deposit in the Principal Account in the Arbitrage Fund shall be deposited in the Investment Account established in the Arbitrage Fund, which investment earnings shall be reinvested in Government Obligations. Not later than 30 days after the end of the fifth anniversary of the date of issuance of the Bonds, and every five years thereafter, the Issuer shall be obligated to pay over to the United States of America 90 percent of the amount required to be on deposit in the Principal Account in the Arbitrage Fund and 100 percent of the amount on deposit in the Investment Account in the Arbitrage Fund. Not later than 60 days after the retirement of the Bonds, the Issuer shall be obligated to pay over to the United States of America 100 percent of the amounts of money required to be on deposit in such Accounts in the Arbitrage Fund. SECTION 9. Security for Funds. All uninvested money in any Fund held by the Trustee in excess of the amount insured by the Federal Deposit Insurance Corporation shall be continuously secured by the.Trustee, for the benefit of the • Issuer and the Bondholders, in such manner and to such extent as is required of national banks acting in a fiduciary capacity. SECTION 10. Additional Bonds. Except for Bonds issued pursuant to Sections 4 and 15 hereof, no additional bonds shall be authorized or issued under this Ordinance and the Trust Indenture. SECTION 11. Special Covenants. The Issuer further covenants as follows: (a) Residual Revenues Pledqed to Bonds Only. Other than for the payment of the Bonds, as provided in this Ordinance and the Trust Indenture, the Residual Revenues have not in any manner been pledged to the payment of any debt or obligation of the Issuer; (b) Non -Encumbrance. While any of the Bonds is outstanding, the Issuer will not in any manner whatsoever create, assume, or suffer to exist, directly or indirectly, any mortgage, lien, encumbrance, pledge, -19- • or charge against the Debt Service Fund, or any property is or moneys deposited with the Trustee, which would be superior to or on a parity with the lien on and pledge of the Residual Revenues; and (c) Performance by Issuer. The Issuer will carry out all of its covenants and obligations under this Ordinance; and the Issuer may be required to carry out such covenants and obligations by all legal and equitable means, including, but without limitation, actions for specific performance and the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the Issuer, its officials and employees. SECTION 12. Use of Proceeds. The Issuer shall make disbursements from its Sewer Improvement Fund only for the purpose for which the Bonds are being issued and shall make and keep proper books and accounts (separate and apart from all other records and accounts of the Issuer), in which complete entries shall be made of all transactions relating to the use of moneys in the Sewer Improvement Fund. Such books and accounts will be available for inspection by the holders of any of the Bonds. SECTION 13. Bonds are Special Obligations. The Bonds which are issued under and pursuant to the Issuer's home rule powers shall be limited obligations of the Issuer payable • solely out of the revenues, receipts, and resources pledged to their payment, namely, the Residual Revenues. The Bonds shall not constitute an indebtedness or obligation of the Issuer or any other county, city, or other political subdivision of the State of Illinois, or a loan of credit of any of them, within the meaning of any constitutional or statutory provision. SECTION 14. Amendments. (a) Amendment with Consent of Owners of 51 Percent of Bonds. The owners of 51 percent in aggregate principal amount of the then outstanding Bonds shall have the right from time to time to approve any amendment to this Ordinance or to the Trust Indenture (provided that the Trustee must approve any amendment to the Trust Indenture), which may be deemed necessary or desirable by the Issuer; provided, however, that nothing herein contained shall permit or be construed to permit the amendment, without the consent of the owner of each of the then outstanding Bonds affected thereby, of the terms and conditions of this Ordinance, the Bonds or the Trust Indenture, so as to: -20- • (1) change the Debt Service Fund requirements, or the due date, or the maturity of the outstanding Bonds; (2). reduce the principal amount, Accreted Amount or Maturity Amount of any outstanding Bond or impose any conditions with respect to such payments; (3) modify the terms of payment of the outstanding Bonds, or impose any conditions with respect to such payments; (4) affect the rights of the owners of less than all of the Bonds then outstanding; or (5) decrease the minimum percentage of the principal amount of Bonds necessary for consent to any amendment. (b) Notice of Amendment. If at any time the Issuer shall desire to amend this Ordinance or the Trust Indenture under this Section, the Issuer shall provide a copy of the proposed amendment to each owner of any outstanding Bond. If such written notice is impossible, the Issuer shall file a copy of the proposed amendment at the principal office of the Trustee and shall cause notice of the proposed amendment to be published at least once in a financial newspaper, journal or publication of general circulation in the State of Illinois, during each .calendar week for at least two successive calendar weeks. If, because of temporary or permanent suspension of the publication or general circulation of all such financial newspapers, journals and publications, it is impossible or impractical to publish such notice in the manner provided herein, then such publication in lieu thereof as shall be made by the Trustee shall constitute a sufficient publication of notice. Such notice shall briefly set forth the nature of'the proposed amendment and shall state that a copy thereof is on file at the principal office of the Trustee for inspection by all owners of Bonds. Such publication is not required, however, if notice in writing is given to each owner_of Bonds. (c) Consent to Amendment. Whenever at any time not less than 30 days, and within one year, from the date of the first publication of said notice or other service of written notice the Issuer shall receive an instrument or instruments executed by the owners of at least 51 percent in aggregate principal amount of all Bonds then outstanding, which instrument or instruments shall refer to the proposed amendment described in said notice and shall specifically consent to and approve such amendment, the Issuer may adopt, the amendatory ordinance in substantially the same form. -21- (d) Effect of Amendment. Upon the adoption of any amendatory ordinance pursuant to the provisions of this Section, this Ordinance, or the Trust Indenture, as the case may be, shall be deemed to be amended in accordance with such amendatory ordinance and the respective rights, duties, and obligations under such amendatory ordinance, or the Trust Indenture, of all the Bondholders shall thereafter be determined and exercised subject in all respects to such amendments. (e) Consent of Bondholders. Any consent given by a Bondholder pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the first publication or other giving of the notice provided for in this Section, and shall be conclusive and binding upon all future owners of the same Bond during such period. Such consent may be revoked at any time after six months from the date of the first publication or other giving of such notice by the Bondholder who gave such consent, or by a successor in title, by filing notice thereof with the Trustee and the Issuer, but such revocation shall not be effective if the owners of 51 percent in aggregate principal amount of the then outstanding Bonds have, prior to the attempted revocation, consented to and approved the amendment. (f) Ownership of Bonds. For the purpose of this Section, the Bondholders and the amount and numbers of such Bonds and the date of being a Bondholder, may be conclusively • presumed, or may be proved by referring to the Registration Books. The Issuer may conclusively presume that the status of any Bondholders will continue until written notice to the contrary is served upon the Issuer and the Trustee. (g) Amendments Without Consent. Notwithstanding subsections (a) through (f) of this Section, and without publication of the proposed amendment and without the consent of the Bondholders and, in the case of any amendment to the Trust Indenture, with the approval of the Trustee, the Issuer may, at any time, amend this Ordinance, or the Trust Indenture, to cure any ambiguity or cure,, correct, or supplement any defective or inconsistent provision contained herein or therein, to appoint a Co -Trustee or new or additional Paying Agents, or make any other change that does not in any respect materially and adversely affect the interest of the Bondholders, provided that no such amendment shall be made contrary to the proviso to Section 14(a), and a duly certified or executed copy of such amendment shall be filed with the Trustee. -22- • • SECTION 15. Damaged, Mutilated, Lost, Stolen or Destroyed Bonds. (a) Replacement Bonds. In the event any of the outstanding Bonds authorized hereby is damaged, mutilated, lost, stolen, or destroyed, the Issuer shall execute, and the Trustee shall authenticate, a new bond of the same principal amount and maturity as the damaged, mutilated, lost, stolen or destroyed Bond in exchange and substitution for such Bond or in lieu of and substitution for such Bond. (b) Application for Substitute Bonds. Application for exchange and substitution of damaged, mutilated, lost, stolen or destroyed Bonds shall be made to the Trustee. In every case, the applicant for a substitute bond shall furnish to the Issuer and the Trustee such security or indemnity as may be required by them to save each of them and the Paying Agent harmless, provided that to comply with this provision the applicant need only furnish to the Issuer and the Trustee an indemnity agreement satisfactory to the Issuer and the Trustee as to form and content. In every case of loss, theft or destruction of a Bond, the applicant shall also furnish to the Issuer and to the Trustee evidence to their satisfaction of the loss, theft or destruction, and of the ownership of such Bond. In every case of damage or mutilation of a Bond, the applicant shall surrender the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing • provisions of this Section, in the event any such Bond shall have matured or have been called for redemption, and no default has occurred which is then continuing in the payment of the Bonds, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a substitute Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Substitute Bonds. Prior to the issuance of any substitute bond, the Issuer and the Trustee may charge the owner of such Bond with all legal, printing and other expenses in connection therewith. Every substitute bond issued pursuant to this Section by virtue of the loss, theft or destruction of any Bond shall constitute a contractual obligation of the Issuer whether not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of the Trust Indenture and this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. -23- • • (e) Authority for Issuing Substitute Bonds. This Ordinance shall constitute sufficient authority for the issuance of any such substitute bonds without necessity of further action by the City Council or any other body or person, and the issuance of such substitute bonds is hereby authorized, notwithstanding any other provisions of this Ordinance, except to the extent otherwise required by law. SECTION 16. Sale of Bonds. The Bonds shall be executed as in this Ordinance provided, shall be deposited with an appropriate City officer and thereupon be delivered to the purchaser thereof, namely, Prudential-Bache Securities Inc. (the "Underwriter"), uppn payment of a purchase price of not less than the aggregate principal amount thereof (not the Maturity Amount) less a discount payable to the Underwriter of not to exceed 3 percent of the principal amount thereof, pursuant to the terms and provisions of the Purchase Contract (hereinafter described). The Purchase Contract in substantially the form and substance attached hereto as Exhibit C be and the same is hereby in all respects approved; the Mayor and the City Manager of the Issuer are, and each of them is, hereby authorized and directed to complete, execute and deliver such Purchase Contract; the City Council of the Issuer recognizing that in such Purchase Contract the precise aggregate principal amount of the Bonds (and Maturity Amount thereof), the interest rate thereon and the mandatory prepayment or redemption provisions described in the third paragraph of Section 8(f) shall be determined. It is hereby • found and determined that the Purchase Contract is in the best interests of the Issuer and that no person holding any office of the Issuer, either by election or by appointment, is in any manner interested, either directly or indirectly, in his own name or in the name of any other person, association, trust or corporation, in the Purchase Contract. SECTION 17. Approval of Official Statement. The Issuer hereby approves the form and content of the Preliminary Official Statement relating to the Bonds, and, with such changes therein or additions thereto as the officer executing the same may deem advisable, the final Official Supplement relating to the Bonds, and any addenda,''supplement or amendment thereto and approves the distribution of such Preliminary and final Official Statements in pricing and reoffering the Bonds by the Underwriter, as applicable, with such changes therein or additions thereto as the officer executing the same may deem advisable, such determination to be conclusively evidenced by his execution thereof. The 'Mayor or City Manager is authorized to execute and deliver such final Official Statement for and on behalf of the Issuer. -24- . SECTION 18. Trust Indenture. For the purpose of additionally securing the payment of the Bonds, and the interest thereon, and for the purpose of providing for and fixing in more detail the rights of the owners of the Bonds and of the Issuer, and the Trustee, and for the purpose of making more effective the first lien on and pledge of the Residual Revenues, a Trust Indenture in substantially the following form and substance shall be signed, sealed and otherwise executed and delivered, for and on behalf of the Issuer, by the Mayor and the City Clerk of the Issuer, after which the Trust Indenture shall be executed by the Trustee and shall become effective upon the delivery of the Bonds authorized hereby: • -25- • . SECTION 19. Ordinance a Contract. The provisions of this Ordinance shall constitute a contract between the Issuer and the holders and registered owners from time to time of the outstanding Bonds; and no changes, additions or alterations of any kind shall be made hereto, except as herein provided, so long as there are any outstanding Bonds. SECTION 20. Arbitrage. The City Council certifies and covenants with the purchasers and holders and registered owners of the Bonds from time to time outstanding that moneys on deposit in any Fund, 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 to be "arbitrage bonds" within the meaning of Section 148 of the Code, and any lawful regulations promulgated thereunder or under Section 103 of the Internal Revenue Code of 1954, including, without limitation, Treas. Reg. Sections 1.103-13, 1.103-14, 1.103-15 and 1.103-15AT, and any amendments thereto or successor provisions. . The officers of the Issuer are hereby authorized and directed to make such further covenants, estimates, representations, or assurances as may be necessary or advisable to the end that the Bonds not be arbitrage bonds. SECTION 21. Publication. A full, true and complete copy of this Ordinance shall be published within ten days of passage hereof in book or pamphlet form by authority of the • City Council. SECTION 22. Severability. If any section, paragraph clause or provision of this Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Ordinance. SECTION 23. Repealer and Effective Date. All ordinances, resolutions or orders, or parts thereof, in conflict, with the provisions of this Ordinance are to the extent of such conflict hereby repealed; and this Ordinance shall be in full force and effect immediately upon its passage, approval and publication. -26- • AYES: Aldermen Davis, Brady, Raden, Morton, Summers, Wold, Nelson, Bleveans, Collens, Rainey, Larson, Feldman, Warshaw, Rudy, Juliar NAYS: NONE ABSENT: Alderman Korshak ADOPTED: May 18, 1987 Appr ed: May 18, 1987 Mayo City of Evanston, Cook County, Illinois Recorded in City Records: May 21, 1987. Published in Pamphlet Form by Authority of the Corporate Authorities at 10:35 A .m. on May 21, 1987. Attest: z City CAerk, City of Evanston, Cook County, Illinois • Approved as to Legality and Form: r ty Attorney -27- . •