HomeMy WebLinkAboutORDINANCES-1983-082-O-83l 9',�-0-23
Ordinance No.
AN ORDINANCE PROVIDING FOR THE FINANCING
BY THE CITY OF EVANSTON, COOK COUNTY,
ILLINOIS, OF AN ECONOMIC DEVELOPMENT
PROJECT, AUTHORIZING THE ISSUANCE OF A
$650,000 INDUSTRIAL REVENUE BOND, SERIES
1983 (GLOBE POSTER CORPORATION OF CHICAGO
PROJECT) AND CONFIRMING SALE AND AUTHORIZING
EXECUTION OF A LOAN AGREEMENT, AN ASSIGN-
MENT AND AGREEMENT, A BOND PURCHASE
AGREEMENT AND RELATED DOCUMENTS.
WHEREAS, the City of Evanston, Cook County, Illinois (the
"Issuer") is a duly constituted and existing municipality within
the meaning of Section 1 of Article VII of the 1970 Constitution of
the State of Illinois, and is a home rule unit of government under
Section 6(a) of Article VII of said Constitution; and
WHEREAS, the Issuer, as a home rule unit, and pursuant to
• Ordinance No. 13-0-81, duly adopted by the City Council of Issuer on
March 2, 1981 (the "Enabling Ordinance"), is authorized and empowered
to issue its revenue bonds to finance the costs of "economic develop-
ment projects" as defined in the Enabling Ordinance to the end
that the Issuer may be able to create additional employment oppor-
tunities and to encourage economic development within the boundaries
of the City of Evanston, Cook County, Illinois; and
WHEREAS, as a result of negotiations between the Issuer
and Frank J. Zimmerman, a citizen of the Village of Kenilworth,
Illinois (the "Owner"), contracts have been or will be entered into
by the Owner for the acquisition of land and a building, the construc-
tion of improvements thereto and the acquisition of equipment to be
installed therein, all to be located in the City of Evanston,
•
Cook County, Illinois (the "Project") and used as a commercial
printing plant, and it is proposed that the Issuer shall enter
into a Loan Agreement with the Owner (the "Agreement"), pursuant
to which the Issuer shall lend the Owner a sum sufficient, together
with other moneys of the Owner, to accomplish such acquisition
and construction, and the Issuer is willing to issue its revenue
bond to finance the Project upon terms which will be sufficient
to pay a portion of the cost of the acquisition and construction
of the Project as evidenced by such revenue bond, all as set
forth in the details and provisions of the Agreement; and
WHEREAS, it is estimated that the costs of the Project,
including costs relating to the preparation and issuance of the
revenue bond, will be not less than t650,000; and
• WHEREAS, the Project will be of the character and will
accomplish the purposes provided by the Enabling Ordinance and
will create additional employment opportunities in the City of
Evanston, Illinois; and
WHEREAS, the Issuer proposes to sell the revenue bond
hereinafter authorized and designated "Industrial Revenue Bond,
Series 1983 (Globe Poster Corporation of Chicago Project)" upon a
negotiated basis to State National Bank, Evanston, Illinois; and
WHEREAS, a public hearing concerning the proposed financing
for the Owner was held fourteen days after notice of such hearing
was duly published pursuant to the Tax Equity and Fiscal Responsibility
Act of 1982;
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• NOW, THEREFORE, BE IT ORDAINED By the City Council of
the City of Evanston, Cook County, Illinois, AS FOLLOWS:
DEFINITIONS
Section 1. The following words and terms as used in
this Ordinance shall have the following meanings unless the
context or use indicates another or different meaning or intent:
"Acquisition Fund" means the City of Evanston, Cook
County, Illinois, Industrial Revenue Bond Acquisition Fund (Globe
Poster Corporation of Chicago Project) created by Section 5 hereof.
"Agreement" means the Loan Agreement dated as of August
1, 1983, by and between the Issuer and the Owner, as from time
to time supplemented and amended.
"Assignment" means the Assignment and Agreement dated
as of August 1, 1983, by and between the Issuer and the Bank.
"Assignment of Rents" means the Assignment of Rents
dated as of August 1, 1983 from the Owner to the Bank.
"Authorized Owner Representative" means the person or
persons who at the time shall have been designated as such pursuant
to the provisions of the Agreement.
"Bank" means State National Bank, Evanston, Illinois, a
national banking association duly organized and validly existing
under the laws of the United States of America, and its successors
and assigns.
"Bond" means the Bond authorized to be issued hereunder.
"Bond Counsel" means a firm of attorneys of nationally
recognized standing on the subject of bonds of states and their
political subdivisions.
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"Bond Fund" means the City of Evanston, Cook County,
Illinois, Industrial Revenue Bond Fund (Globe Poster Corporation
of Chicago Project) created in Section 7 hereof.
"Bond Purchase Agreement" means the Bond Purchase
Agreement dated as of August 1, 1983, by and between the Issuer
and the Bank.
"Bond Register" shall mean the books of the Issuer
kept by the Bond Registrar to evidence the registration and
transfer of the Bond.
"Bond Registrar" shall mean State National Bank, Evanston,
Illinois, or a successor designated as Bond Registrar hereunder.
"Building" means the building, structures and facilities
forming a part of the Project which are to be located on the Land,
• as they may at any time exist.
"Code" means the Internal Revenue Code of 1954, as
amended and supplemented.
The term "default" means those defaults, exclusive of any
period of grace, specified in and defined in Section 11 hereof.
"Determination of Taxability" means (i) the receipt by
the Owner of a written notice from the Bank (or any other owner of
the Bond) of the issuance of a statutory. notice of deficiency by
the Internal Revenue Service which holds, in effect, that the
interest payable on the Bond is includable in the gross income
of the owner thereof) other than any such owner who is a "substantial
user" or a "related person" within the meaning of Section 103 of
the Code), or (ii) the receipt by the Owner from the Bank (or
any other owner of the Bond) of an opinion of Bond Counsel to
• the same effect.
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•
"Enabling Ordinance" means Ordinance No. 13-0-81
adopted by the City Council of the Issuer on March 2, 1981.
"Equipment" means the machinery, equipment apparatus,
equipment fittings, readily removable fixtures and related property
as more particularly described in Exhibit B attached to the Agree-
ment, forming a portion of the Project.
"Event of Taxability" means the date from which interest
on the Bond is deemed to be taxable to the owner thereof.
The term "event of default" means those events specified
in and defined in Section 11 hereof.
"Guarantors" means collectively Globe Poster Corporation
of Chicago, an Illinois corporation of which the Owner is the
president and principal shareholder and Skoglund Press, Inc., an
• Illinois corporation of which the Owner is the president and
principal shareholder.
"Guaranty Agreement" means the Guaranty Agreement dated
as of August 1, 1983 from the Guarantors, jointly and severally,
to the Bank.
The words "hereof", "herein", "hereunder" and other words
of similar import refer to this Ordinance as a whole..
"Improvements" means the improvements, fixtures and
related property to be constructed on and to and to be installed
on and in the Land and the Building, and forming a part of the Project.
"Issuer" means the City of Evanston, Cook County,
Illinois, and any successor body to the duties and functions of
the Issuer.
• -5-
"Land" means the real estate more particularly described
in Exhibit A attached to and made a part of the Agreement, on which
the Building is located and which comprises part of the Project.
"Lease" means the Lease Agreement dated as of August 1,
1983 by and among the Owner, as Lessor, and the Guarantors, as
Lessees.
"Life Insurance Policy" means Life Insurance Policy
on the life of the Owner, of which Life Insurance Policy the
Bank is a beneficiary.
"Mortgages" means collectively the Personal Mortgage and
the Project Mortgage.
"Note" means the Promissory Note issued by the Owner
pursuant to Section 4.2(a) of the Agreement, whereby the Owner
• promises to make installment payments on the Note to the Bank for
the account of the Issuer in satisfaction of the debt of the
Owner to the Issuer under the Agreement.
"Ordinance" means this Ordinance, as from time to time
supplemented and amended.
"Personal Mortgage" means the Mortgage and Security
Agreement dated as of August 1, 1983 by and among the Owner,
Nancy K. Zimmerman, his wife, and the Bank.
"Prime Rate" means the interest rate per annum from
time to time announced by State National Bank (or its successors
or assigns), as its prime rate at its banking house in Evanston,
Illinois (or the principal banking house of any successor or
assignee).
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"Proj'ect" means the Land, the Building, the Improvements
and the Equipment to be acquired and constructed by the Owner
and financed with the proceeds of the Bonds.
"Project Mortgage" means the Mortgage and Security
Agreement dated.as of August 1, 1983 by and between the Owner
and the Bank.
AUTHORIZATION OF THE PROJECT
Section 2. That in order to promote the general welfare
of the City of Evanston, Cook County, Illinois, and its inhabitants
by creating additional employment opportunities and encouraging
economic development in the City of Evanston, cook County, Illinois,
the Project shall be and is hereby authorized to be financed as
• described herein. The estimated cost of the acquisition and
construction of the Project is not less than $700,000, of which
$650,000 will be provided by the issuance of the Bond hereinafter
authorized and the loan of the proceeds thereof to the Owner.
It is hereby found and declared that the financing of the Project
and the use thereof by the Owner and the Guarantors, as lessees
under the Lease, as hereinbefore and hereinafter provided is
necessary to accomplish the public purposes described in the
preamble hereto, and that in order to further secure the Bond,
the assignment of the right, title and interest of the Issuer in
and to the Agreement and the Note (except certain expense and
indemnification payments), pursuant to the Assignment, the mort-
gaging of and granting of a security interest in the Project
pursuant to the Project Mortgage, the mortgaging of and granting a
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secur=ty interest in certain additional real property pursuant to
the Personal Mortgage, the assignnert of the rents, revenues, earnings,
issues, income and profits derived from the leasing of the Prc�ect
pursuant to the Assignment of Rents, the guaranty of the prompt
payment of the principal installments of, premium, if any, and
interest on the Note and the Bond pursuant to the Guaranty Agreement
and the Life Insurance Policy with the Bank as a beneficiary are
necessary and proper.
AUTHORIZATION AND PAYMENT OF BOND
Section 3. That for the purpose of financing a portion
of the cost of the Project there shall be and there_ is hereby
• authorized to be issued by the Issuer its Industrial :revenue
Bond, Series 1983 (Globe Poster Corporation. of Chicago Project)
in the principal sure of $650,000, dated the date of its delivery,
in fully registered form, lettered R and numbered 1, payable 'Co
the order of State National Bank, or registered assigns, maturing
as to principal in one hundred eighty (180) consecutive monthly
{ i L r "`h i Schedule
principal installments in the amounts set :. c. � n _
attached to the Bond and made a part thereof payable on October 10,
1983 and on the tenth day of each calendar month thereafter to
and=ncluding September 10, 1998, except as the provisions hereinafter
set forth with respect to redemption prior to maturity may become
applicable thereto, and bearing interest on the unpaid principal
amount of the Bond at the rate of seventy-two percent (72') of
the Prime Rate in effect on the date of delivery of the Bond and
,adjusted on the tenth day of October in t:^e years !086, 1989 and1992
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•
1995, 1993 to equal seventy-two percent (7211) of the Prime ?ate in
ef-,"ect on said dates, payable on October 10, 1983 and monthly
tnerea_ter on the tenth day of each calendar month, to and Including
_Qpte^ber 101 1998. Interest shall be computed on the basis of a
year consisting of 360 days, and charged on the basis of the
actual :.umber of days elapsed, from the date of the Bond on the
pr_ncipal amount thereof from time to time rema:_ning unpaid.
In the event of a Determination of Taxability, principal
install -rents of the Bond unpaid at the Event of Taxability shall
bear interest from such date at a rate equal to the Prime Rate plus
one and one-half per cent (1 1/20v) per annum calculated and
adiusted as aforesaid. Anything herein contained to the contrary
• notwithstanding, interest on the Bond shall not exceed the maxlrn m
`_interest permitted by applicable law.
The principal installments of, premium. if any, and in-
terest on the Bond shall be payable to the registered owner of the
Bond in lawful money of the United States of America at the
principal office of the Bond Registrar in the City of Evanston,
I11irois. The Bond Registrar shall note on the Payment Record
attached as Schedule A to the Bond the date and amount of payment
oc each principal installment then being paid (whether at
maturity or upon accelerat-on or call for redemption) and interest
then being paid and of principal theretofore paid (whether at
maturity or upon acceleration or call for redemption) and interest
theretofore paid and not yet noted thereon and, upon request or
the Owner or the Issuer, the Bond shall be available for inspection
by ^e Owner or the Issuer during, regular banking hours at t:'?e
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• principal office of the Bond Registrar in the City of Fvan
g y ston,
Illinois.
The Bond, together with interest thereon, shall he a
limited obligation of the Issuer secured by the Agreement, the
Note made payable to the Bank for the account of the Issuer, an
assignment of the right, title and interest of the Issuer in and
to the Agreement and the Note (except certain expense and indem-
nification payments), pursuant to the Assignment, and shall be
payable solely from the revenues and receipts derived from the
Agreement and the Note (except to the extent paid out of moneys
attributable to the Bond proceeds or the income from the temporary
investment thereof), and shall be a valid claim of the owner
thereof only against the Bond Fund and other moneys held by the
•
Bank
and
the
revenues
and receipts derived from the
Agreement
and
the
Note
(except
as provided aforesaid), which
revenues and
receipts shall be used for no other purpose than to pay the
principal installments of, premium, if any, and interest on the
Bond, except as may be otherwise expressly authorized in this
Ordinance and in the Agreement. The Bond and the obligation to
pay interest thereon do not now and shall never constitute an
indebtedness or a loan of credit of the Issuer, the State of
Illinois or any political subdivision thereof, or a charge against
their general credit or taxing powers within the meaning of any
constitutional or statutory provision, but shall be secured as
aforesaid, and are payable solely from the revenues and receipts
derived from the Agreement and the Note (except as provided
aforesaid).
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The principal installments of the Bond shall be subject
to mandatory redemption prior to maturity in the event the Bank
(or any other owner of the Bond) shall collect any proceeds pursuant
to the Life Insurance Policy, at any time within 45 days of the
receipt of such proceeds by the Bank (or any other owner of the
Bond), in whole, or in part by installment in the inverse order of
maturity of the principal installments of the Bond, to the extent
of the availability of such proceeds, at a redemption price of
100% of the principal amount thereof being redeemed plus accrued
interest to the date fixed for redemption, and without premium.
The principal installments of the Bond shall be subject
to redemption prior to maturity at the option of the Issuer from
any available funds, including the prepayment of the principal
installments of the Note or a portion thereof at the option of
• the Owner pursuant to Section 7.1 of the Agreement or borrowed
funds, on any interest payment date, in whole, or in part by in-
stallment in the inverse order of maturity of the principal install-
ments of the Bond at a redemption price of 100% of the principal
amount thereof being redeemed plus accrued interest to the date
fixed for redemption, and without premium.
Upon receipt by the Issuer and the Bank of at least 10
days prior written notice from the Owner specifying a date for
the redemption of principal installments of the Bond, the Bank
shall, to the extent that amounts are or become available therefor
in the Bond Fund, apply such amounts in the Bond Fund on behalf
of the Issuer to the redemption of the principal installments
of the Bond in accordance with the preceding paragraph. All
principal installments of the Bond designated for prior redemption
will cease to bear interest on the specified redemption date,
provided sufficient funds for their redemption have been paid
to the Bank for the account of the Issuer for such purpose on or
before such date.
The Bond shall be prepared in typewritten form.
The Bond shall be signed by the Mayor by his manual
signature, and attested by the manual signature of the City Clerk
of the Issuer, and the corporate seal of the Issuer shall be affixed
thereto. In case any official whose signature shall appear on the
Bond shall cease to be such official before the delivery of the Bond,
such signature shall nevertheless be valid and sufficient for all
purposes, the same as if he had remained in office until delivery.
The Bond shall have thereon a certificate of authentica-
• tion substantially in the form hereinafter set forth duly executed
by the Bond Registrar as authenticating agent of the Issuer and
showing the date of authentication. No Bond shall be valid or
obligatory for any purpose or be entitled to any security or
benefit under this Ordinance unless and until such certificate
of authentication shall have been duly executed by the Bond
Registrar by manual signature, and such certificate of authentica-
tion upon any such Bond shall be conclusive evidence that such
Bond has been authenticated and delivered under this Ordinance.
The certificate of authentication on the 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 certificate of authentication on all of the
Bonds issued hereunder.
• -12-
In the event the Bond is mutilated, lost, stolen or
destroyed, the Issuer may execute a new Bond of like date, tenor
and maturities as the Bond mutilated, lost, stolen or destroyed;
provided that, in the case the Bond is mutilated, the mutilated
Bond shall first be surrendered to the Issuer, and in the case
the Bond is lost, stolen or destroyed, there shall be first
furnished to the Issuer and the Bond Registrar evidence of such
loss, theft or destruction satisfactory to the Issuer and the
Bond Registrar, together with indemnity satisfactory to them.
The Issuer shall duplicate on the Payment Record of the new Bond
replacing the mutilated, lost, stolen or destroyed Bond all
payments of principal (whether at maturity or upon acceleration
or call for redemption) and interest which the records of the
• Issuer and the Bond Registrar indicate as having appeared on the
mutilated, lost, stolen, or destroyed Bond. In the event all
the principal installments of the Bond shall have matured, instead
of issuing a duplicate Bond the Issuer may pay the same without
surrender thereof. The Issuer may charge the owner of the Bond
with reasonable fees and expenses in this connection.
• -13
BOND FORM
Section 4. That the Bond, the Payment Record - Schedule
"All and Principal Payments - Schedule "I", shall be in substantially
the following form:
This Bond May Be Transferred Only As A Whole
UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTY OF COOK
CITY OF EVANSTON
Industrial Revenue Bond, Series 1983
Globe Poster Corporation of Chicago Project)
PAYABLE BY THE ISSUER SOLELY AND ONLY FROM
REVENUES AND RECEIPTS DERIVED FROM THE
• LOAN AGREEMENT AND PROMISSORY
NOTE REFERRED TO HEREIN
Registered No. R-1
Registered Owner: State National Bank
$650,000
KNOW ALL MEN BY THESE PRESENTS that the City of Evanston,
Cook County, Illinois, a municipality of the State of"Illinois
and a home rule unit of government organized and existing under
the Constitution and laws of the State of Illinois (the "Issuer"),
for value received, promises to pay solely and only from the
source and as hereinafter provided, to the Registered Owner
identified above, or registered assigns as hereinafter provided,
the principal sum of:
SIX HUNDRED FIFTY THOUSAND DOLLARS ($650,000)
maturing as to principal in one hundred eighty (180) consecutive
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•
monthly principal installments the amounts set forth in Schedule
T attached hereto and made a part hereof, payable on October 10, 1983
and on the tenth day of each calendar month thereafter to and
including September 10, 1998, except as the provisions hereinafter
set fo^th with respect to redemption prior to maturity may become
r{
applicable hereto, together with interest on the unpaid principal
amount hereof at the rate of seventy-two percent (72') of the
?rime Rate (as defined in the Bond Ordinance hereinafter referred
to) in effect on the date hereof and adjusted on the tenth day
1992,1995,
cf October in the years 1986, 19:89/and 1998 to equal seventy-two
percent (72%) of the Prime Rate In *effect or, said dates, payable
on October 1-01 1983 and monthly thereafter on the tenth day of
each _- � � ,d � September ' ^ 1 QqP. � 7r re
a ca_en„a: month �o and �nclu.._a.g Sep ber ��, _-- �te st
shall be computed on the basis of a year consisting of 360
days, and charged on the basis of the actual number of days
elapsed, from the date hereof on the principal amount hereof from
tine to time remaining unpaid. The principal hereof and pren..iur:,
if any, and interest hereon are payable in '-mmediately available
funds at the principal office of State National Bank (the 113ond
Registrar") in the City of Evanston; Tllinois.
in the event of a Determination of Taxability, as
defined in the hereinafte:T defined Bond Ordinance, principal
install�erts hereof unpaid at the Evert of Taxability, as defined
J. the Bond Ordinance, shall bear imerest fro.:. such date at a
rate equal to the Prime Rate plus one and one-half percent (' 1/2`)
• per annum calculated and adjusted as aforesaid. =.nything herein
contained to the contrary notwithstanding, interest on this Bond
shall not exceed the maximum interest permitted by applicable
law.
Payments of principal installments (whether at maturity
or upon acceleration or call for redemption) and payments of inter-
est shall be noted by the Bond Registrar on the Payment Record -Schedule
"A" made a part of this Bond, as provided in the Bond Ordinance
hereinafter identified pursuant to which this Bond is issued.
The Registered Owner of this Bond shall make this Bond available
for inspection during regular banking hours at the principal
office of the Bond Registrar in the City of Evanston, Illinois,
at the request of the Issuer or the hereinafter defined Owner.
This Bond is issued in the principal sum of $650,000
• and designated "Industrial Revenue Bond, Series 1983 (Globe Poster
Corporation of Chicago Project)", pursuant to the hereinafter described
Enabling Ordinance and to Ordinance No.VA-O-tiduly adopted by th-e
City Council of the Issuer on F}ubvsT ;? , 1983 (the "Bond Ordinance")
for the purpose of providing funds to finance the cost of the
acquisition of land and a building, the construction of improvements
thereto and the acquisition of equipment to be installed therein,
all to be located in the City of Evanston, Cook County, Illinois
(the "Project") and paying expenses incidental thereto, to the
end that the Issuer may be able to create additional employment
opportunities and encourage economic development within the City
of Evanston, Cook County, Illinois. The proceeds of this Bond
will be used by the Issuer to pay or reimburse Frank J. Zimmerman,
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•
•
a citizen of the Village of Kenilworth, Illinois (the "Owner"),
for a portion of the costs of the acquisition and construction
of the Project, under the terms of a Loan Agreement dated as of
August 1, 1983, by and between the Issuer and the Owner (which
agreement, as from time to time supplemented and amended, is
hereinafter referred to as the "Agreement").
This Bond is secured by a pledge and assignment of the
revenues and receipts derived by the Issuer from the repayment
of the loan by the Owner and other revenues and receipts derived
pursuant to the Agreement and the Promissory Note issued by the
Owner thereunder (the "Note"), and is further secured by an
assignment of the right, title and interest of the Issuer in and
to the Agreement and the Note (except certain expense and indem-
nification payments), a mortgage on and security interest in the
Project, a mortgage on and a security interest in certain additional
real property, an assignment of the rents, revenues, earnings,
issues, income and profits derived from the leasing of the Project,
a guaranty of the principal installments of, premium, if any, or
interest on the Note and this Bond and a life insurance policy on
the life of the Owner, as more fully described in the Bond Ordinance.
Reference is made to the Bond Ordinance for a description of the
provisions, among others, with respect to the nature and extent
of the security, the rights, duties and obligations of the Issuer,
the rights of the owner of this Bond, and the terms on which
this Bond is or may be issued and to all of the provisions of
which the owner hereof by the acceptance of this Bond assents.
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0 This Bond is issued pursuant to and in full compliance
with the Constitution and laws of the State of Illinois, particu-
larly Ordinance No. 13-0-81 adopted by the City Council of Issuer
on March 2, 1981 (the "Enabling Ordinance"). This Bond and the
obligation to pay interest hereon are limited obligations of
the Issuer, secured as aforesaid and payable solely out of the
revenues and receipts derived from the Agreement and the Note
and as otherwise provided in the Bond Ordinance and the Agreement.
THIS BOND AND THE OBLIGATION TO PAY INTEREST HEREON SHALL NOT BE
DEEMED TO CONSTITUTE AN INDEBTEDNESS OR A LOAN OF CREDIT OF THE
ISSUER, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF,
OR A CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWERS WITHIN
THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION. Pursuant
to the provisions of the Agreement, payments sufficient for the
prompt payment when due of the principal installments of, premium,
if any, and interest on this Bond are to be paid by the Owner to
the State National Bank (the "Bank") for the account of the
Issuer and deposited in a special account created by the Issuer
and designated "City of Evanston, Cook County Illinois, Industrial
Revenue Bond Fund (Globe Poster Corporation of Chicago Project)"
(the "Bond Fund"), and all revenues and receipts accruing from
the repayment of the loan by the Owner under the Agreement and
the Note have been duly pledged and assigned to the Bank for
that purpose, under the Bond Ordinance, to secure payment of the
principal installments of, premium, if any, and interest on
this Bond.
• -18-
• The principal installments of this Bond are subject to
mandatory redemption prior to maturity in the event that the
Bank or any other owner of this Bond shall collect any proceeds
pursuant to the Life Insurance Policy (as defined in the Bond
Ordinance), at any time within 45 days of the receipt of such pro-
ceeds by the Bank or any other owner of this Bond, in whole, or
In part by installment in the inverse order of maturity of the
principal installments of this Bond, to the extent of the availability
of such proceeds, at a redemption price of 1000 of the principal amount
hereof being redeemed plus accrued interest to the date fixed for
redemption, and without premium.
The principal installments of this Bond are also subject
tc redemption prior to maturity at the option of the Issuer from
• any available funds, including the prepayment of the principal
installments, of the Note or a portion thereof at the option of
the Owner pursuant to Section 7.1 of the Agreement or borrowed
funds, on any interest payment date, in whole, or in part by
Installment in the inverse order of maturity of the principal
installments hereof at a redemption price of 100% of the principal
amount hereof being redeemed plus accrued interest to the date
fixed for redemption, and without premium.
Upon receipt by the Issuer and the Bank of at least
10 days' prior written notice from the Owner specifying a date
for the prior redemption of principal installments of this Bond,
the Bank shall, to the extent that amounts are or become available
therefor in the Bond Fund, apply such amounts in the Bond Fund on
behalf of the Issuer to the redemption of the principal install-
ments of this Bond in accordance with the preceding paragraph.
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• All principal installments of this Bond designated for prior
redemption shall cease to bear interest on the specified redemption
date, provided sufficient funds for their redemption have been
paid to the Bank for the account of the Issuer for such purpose
on or before such date.
•
In certain events, on the conditions, in the manner and
with the effect set forth in the Bond Ordinance, the principal
installments of this Bond may become or may be declared due and
payable before the stated maturity thereof, together with interest
accrued thereon. One such event is the failure of the Issuer to
pay from the source and as hereinbefore provided any principal
installment of, premium, if any, or interest on this Bond when due.
Modifications, alterations or amendments of the
provi-sions of the Bond Ordinance may be made only to the extent and
in the circumstances permitted by the Bond Ordinance.
IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all
acts, conditions and things required by the Enabling Ordinance
and the Constitution and laws of the State of Illinois to happen,
exist and be performed precedent to and in the issuance of this
Bond have happened, exist and have been performed in due time,
form and manner as required by law.
IN WITNESS WHEREOF, the City of Evanston, Cook County,
Illinois, by its governing body, has caused this Bond to be
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•
signed on its behalf by its Mayor by his manual signature, and
attested manually by its City Clerk, and the corporate seal of
the Issuer to be affixed hereto, all as of , 1983.
CITY OF EVANSTON, COOK COUNTY,
ILL is
By
.(SEAL) Mho
ATTEST: V /�
City Clerk
CERTIFICATE OF AUTHENTICATION
This Bond is the Bond described in the within mentioned
Bond Ordinance and is the Industrial Revenue Bond, Series 19R3
(Globe Poster Corporation of Chicago Project) of the City of
• Evanston, Cook County, Illinois.
State National Bank,
as Bond Registrar
By
Authorized Officer
• -21-
• (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
or its successor as Bond Registrar to transfer the said Bond on
the books kept for registration thereof with full power of substi-
tution 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 charge whatever.
-22-
•
Date
•
n
U
SCHEDULE A
PAYMENT RECORD
Principal
Payment
Principal State National Bank
Balance Interest Authorized
Due Payment Official and Title
-23-
C7
Date
•
•
PAYMENT RECORD
Principal
Principal Balance
Payment Due
State National Bank
Interest Authorized
Payment Official and Title
-24-
SCHEDULE I
PRINCIPAL PAYMENTS
1
- 36
$2,185.00
37
- 72
$2,735.00
73
-108
$3,435.00
109
-144
$4,305.00
145
-179
$5,395.53
130
$5,395.75
$650,000.00
•
•
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•
• this Page Intentionally Left Blank
0 - 26 -
• CUSTODY AND APPLICATION OF PROCEEDS
OF BOND: ACQUISITION FUND
Section 5. There is hereby created and established
with the Bank, which is hereby constituted and appointed as
depositary for the Issuer, a special fund in the name of the
Issuer to be designated "City of Evanston, Cook County, Illinois,
Industrial Revenue Bond Acquisition Fund (Globe Poster Corporation
of Chicago Project)". The proceeds received by the Issuer upon
the sale of the Bond, exclusive of accrued interest, if any,
which shall be deposited in the Bond Fund, shall be deposited in
the Acquisition Fund which shall be held in a separate account
by the Bank, as depositary. Moneys in the Acquisition Fund
shall be expended in accordance with the provisions of the
Agreement, and particularly Section 3.3 thereof.
• The Bank, as depositary, shall keep and maintain
adequate records pertaining to the Acquisition Fund and all
disbursements therefrom, and after the Project has been completed
and a certificate of payment of all costs filed as provided in
this Section 5, the Bank shall deliver copies of such records to
the Issuer and the Owner.
The completion of the Project and payment of all costs
and expenses incident thereto shall be evidenced by the filing
with the Issuer and the Bank of a certificate of the Authorized
Owner Representative required by Section 3.4 of the Agreement.
Any moneys thereafter remaining in the Auquisition Fund shall be
applied in accordance with Section 3.4 of the Agreement.
-27-
•
ACQUISITION AND CONSTRUCTION OF PROJECT AND
PAYMENT OF AMOUNTS UNDER THE AGREEMENT
Section 6. It is the declared intention of the Issuer
to authorize the disbursement of the proceeds of the Bond in
order to finance the acquisition and construction of the Project
by the Owner, pursuant to the Agreement in substantially the
form which has been presented to and is hereby approved by the
governing body of the Issuer.
The Agreement and the revenues and receipts thereof,
including all moneys received under its terms and conditions and
the Note therein authorized, are to be sufficient to pay the
principal installments of, premium, if any, and interest on the
Bond hereby authorized, and are hereby pledged and ordered paid
into the Bond Fund as specified in Section 7 hereof. The Agree-
ment provides that the Owner shall remit the required payments
in repayment of the loan under the terms and conditions of the
Agreement directly to the Bank for the account of the Issuer for
deposit in the Bond Fund and such provision is hereby expressly
approved. .
REVENUES; BOND FUND
Section 7. The Bond and all payments required of the
Issuer hereunder are not general obligations of the Issuer but
are special and limited obligations secured by an assignment of
the right, title and interest of the Issuer in and to the Agree-
ment and the Note, pursuant to the Assignment, and shall be
payable by the Issuer solely and only out of the revenues and
• -28-
• receipts derived from the Agreement
g and the Note and as otherwise
provided herein.
There is hereby created by the Issuer and ordered estab-
lished with the Bank, as depositary, a special fund to be desig-
nated "City of Evanston, Cook County, Illinois, Industrial Revenue
Bond Fund (Globe Poster Corporation of Chicago Project)", which
shall be used to pay the principal installments of, premium, if
any, and interest on the Bond.
There shall be deposited into the Bond Fund, as and
when received (a) a sum equal to the accrued interest paid by
the purchaser of the Bond, if any; (b) any amount remaining in
the Acquisition Fund to the extent provided in Section 3.4 of
the Agreement; (c) all payments made on the Note; (d) prepayments
•
of the Note
as specified
in Article
VII
of
the Agreement; (e) all
payments on
the Guaranty
Agreement;
(f)
all
proceeds of the Life
Insurance Policy; and (g) all other moneys received by the Bank
under and pursuant to any of the provisions of the Agreement,
the Note, the Assignment, the Mortgage, the Guaranty Agreement or
the Life Insurance Policy which are required or which are accompanied
by directions that such moneys are to be paid into the Bond Fund.
The Bank is authorized and directed to apply amounts available
therefor in the Bond Fund to the payment when due of the principal
installments of, premium, if any, and interest on the Bond.
The Issuer covenants and agrees that should there be a
default under the Agreement, the Issuer shall fully cooperate with
the Bank as owner of the Bond or any other owner of the Bond to the
end of fully protecting the rights and security of the Bank or such
0 -29-
•
other owner of the Bond. Nothing herein shall be construed as re-
quiring the Issuer to operate the Project or to use any funds or
revenues from any source other than funds and revenues derived from
the Agreement and the Note (except as otherwise provided herein).
Any amounts remaining in the Bond Fund, after payment
in full of the principal installments of, premium, if any, and
interest on the Bond and the charges and expenses of the Bank,
shall be paid to the Owner, as provided herein and in Section
9.5 of the Agreement.
ASSIGNMENT, MORTGAGE, ASSIGNMENT OF RENTS,
GUARANTY AGREEMENT AND ADDITIONAL SECURITY
Section 8. As security for the due and punctual payment
of the principal installments of, premium, if any, and interest
on the Bond hereby authorized, the Issuer hereby assigns and pledges
to the Bank all revenues and receipts derived by the Issuer pursuant
to the Agreement and the Note (except any payment made pursuant to
Section 4.2(b) of the Agreement, relating to the obligation of the
Owner to pay reasonable and necessary expenses of the Issuer,
Sections 5.3 and 5.8 of the Agreement, relating to indemnification
of the Issuer by the Owner, and Section 6.3 of the Agreement,
relating to the obligation of the Owner to pay attorneys' fees
and expenses incurred by the Issuer upon a default thereunder)
and all rights and remedies of the Issuer under the Agreement
and the Note to enforce payment thereof and as evidence of such
assignment, pledge and security interest and of the agreement
of the Bank to accept its responsibilities with respect to the
Acquisition Fund created pursuant to Section 5 hereof, to the
-30-
•
Bond Fund created pursuant to Section 7 hereof and to any other
duty imposed upon the Bank by this Ordinance or the Agreement,
the Mayor is hereby authorized to execute the Assignment
for and on behalf of the Issuer and the City Clerk is hereby
authorized to attest the same and to affix thereto the corporate
seal of the Issuer, and the Mayor and City Clerk are authorized
and directed to cause the Assignment to be executed by the Bank,
the Assignment to be in substantially the form which has been
presented to and is hereby approved by the City Council of the
Issuer.
As further security for the payment of the principal
installments of, premium, if any, and interest on the Bond, and
the Owner will execute and deliver the Mortgages and the Assignment
of Rents and the Guarantors will
execute
and deliver
the Guaranty
Agreement, all in substantially
the form
presented to
the City
Council of the Issuer, the form, terms and provisions of which
are hereby approved, and will cuase the Mortgage and the Assignment
of Rents to be recorded in the real estate records of the office of
the Recorder of Deeds of Cook County, Illinois. The securing of
the Bond by the Life Insurance Policy is hereby approved.
INVESTMENTS; ARBITRAGE; REGISTERED FORM
Section 9. Any moneys held as,part of the Acquisition
Fund created pursuant to Section 5 hereof and the Bond Fund created
pursuant to Section 7 hereof, may be invested or reinvested on the
direction of the Authorized Owner Representative, in accordance
with the provisions of Section 3.5 of the Agreement. Any such
• -31-
investment shall be held by or under control of the Bank and
shall be deemed at all times a part of the fund for which the
investment was made, and the interest accruing thereon and any
profit realized from such investments shall be credited to such
fund, and any loss resulting from such investments shall be
charged to such fund, which loss shall be an obligation of the
Owner as provided in the Agreement.
As and when any amount invested pursuant to this Section 9
may be needed for disbursement, the Authorized Owner Representa-
tive may, upon 72 hours' notice from the Owner to the Bank, direct
the Bank to cause a sufficient amount of the investments to be
sold and reduced to cash to the credit of such funds regardless
of the loss on such liquidation. Absent such direction, the Bank
• is authorized to and shall liquidate such investments whenever
necessary to make timely payment of any amounts due on the Bond.
With respect to Section 103 (c ) of the Code, the Owner
has made certain covenants with the Issuer in Section 3.6 of the
Agreement, and the Owner will make certain certifications and
representations with respect to Section 103(c) of the Code on the
date of delivery of the Bond, which the Issuer shall accept and
adopt, and the Issuer, acting in reliance on such covenants,
certifications and representations, hereby covenants with the
Bank and any other owner of the Bond that so long as any principal
installment of, premium, if any, or interest on the Bond remains
unpaid, the Issuer will not take or authorize the taking of any
action which will cause the Bond to be classified as an "arbitrage
bond" within the meaning of Section 103(c) of the Code and any
-3 2-
• lawful regulations promulgated or proposed thereunder, including
Section 1.103-13, Section 1.103-14 and Section 1.103-15 of the
Internal Revenue Service Rules and Regulations (26 C.F.R., Part 1)
as the same presently exist or may from time to time hereafter be
amended, supplemented or revised.
The Issuer further recognizes that Section 103 (j ) of
the Code requires the Bond to be issued and to remain in fully
registered form in order that interest thereon is exempt from
federal income taxation under laws in force at the time the Bond
is delivered. In this connection, the Issuer agrees that it will
not take any action to permit the Bond to be issued in, or con-
verted into, bearer or coupon form.
GENERAL COVENANTS
Section 10. The Issuer covenants that it will promptly
cause to be paid solely and only from the source mentioned in the
Bond, the principal installments of, premium, if any, and interest
on the Bond hereby authorized at the place, on the dates and in
the manner provided herein and in the Bond according to the true
intent and meaning thereof. The Bond and the obligation to pay
interest thereon are limited obligations of the Issuer, secured
by the Note of the Owner and the Assignment and payable as set
forth in Section 3 hereof.
The Issuer covenants that it will faithfully perform at
all times any and all covenants, undertakings, stipulations and
provisions contained in this Ordinance, the Bond, the Agreement
and the Assignment, and in all proceedings of its City Council
• -33-
• pertaining thereto. The Issuer covenants that it is duly autho-
rized under the Constitution and laws of the State of Illinois,
including particularly and without limitation the Enabling Ordinance,
to issue the Bond authorized hereby and to pledge and assign the
revenues and receipts hereby pledged and assigned in the manner
and to the extent herein set forth;.that all action on its part
for the issuance of the Bond has been or will, before delivery of
the Bond, have been duly and effectively taken and that the Bond,
when issued and delivered to the Bank, will be a valid and enforce-
able limited obligation of the Issuer according to the true intent
and meaning thereof.
The Issuer covenants that it will execute, acknowledge
and deliver such instruments, financing statements and other
documents as the Bank or any other owner of the Bond may reasonably
• require for the better assuring, granting
, pledging and assigning
unto the Bank the right, title and interest of the Issuer in and
to the Agreement and the Note, as well as the rights of the
Issuer in and to the required payments of revenues and receipts
pursuant to Section 4.2(a) of the Agreement and the Note hereby
assigned and pledged to the payment of the principal installments
of, premium, if any, and interest on the Bond. The Issuer covenants
and agrees that, except as herein and in the Agreement provided,
it will not sell, convey, mortgage, encumber or otherwise dispose
of any part of the revenues and receipts derived from the Agreement
and the Note, or of its rights under the Agreement and the Note.
The Issuer covenants and agrees that all books and docu-
ments in its possession relating to the Project and the payments
• -34-
•
on the Note and under the Agreement shall at all reasonable times
be open to inspection by the Bank or any other owner of the Bond
or such accountants or other agencies as the Bank or such owner
may from time to time designate.
The Issuer hereby authorizes the Bank or any other owner
of the Bond to enforce all of the rights of the Issuer and all of
the obligations of the Owner under the Agreement for the benefit
of the Bank or any other owner of the Bond. The Issuer will cooperate
with the Bank or any other owner of the Bond to protect the rights
of the Bank or any other owner of the Bond hereunder with respect
to the assignment and pledge of the revenues and receipts coming
due under the Agreement and the Note.
• EVENTS OF DEFAULT AND REMEDIES
Section 11. If any of the following events occurs it is
n
U
hereby defined as and declared to be and to constitute an "event
of default" hereunder:
(a) Default in the due and punctual payment of any
interest on the Bond;
(b) Default in the due and punctual payment of any
principal installment of or premium, if any, on the Bond,
whether at the stated maturity thereof or upon call for
redemption or proceedings for the acceleration thereof.
(c) An "Event of Default" shall have occurred and
be continuing under the Agreement.
Upon the occurrence of an event of default hereunder
and so long as such event of default is continuing, the Bank or
-35-
any other owner of the Bond, by notice in writing delivered to
the Owner and the Issuer, may declare the principal install-
ments of the Bond and the interest accrued thereon immediately
due and payable, and such principal installments and interest
shall thereupon become and be immediately due and payable. Upon
any such declaration all payments under the Agreement and the
Note from the Owner shall become immediately due and payable as
provided in Section 6.2 of the Agreement.
While any principal installment of, premium, if any, or
interest on the Bond remains unpaid, the Issuer shall not exer-
cise any of the remedies available upon an "Event of Default"
specified in Section 6.2 of the Agreement without first obtaining
the prior written consent of the Bank or any other owner of the Bond.
• Upon the occurrence of an event of default hereunder,
•
the Bank or any other owner of the Bond may exercise such rights
as exist under the Agreement, the Note, the Assignment, the Mortgages,
the Guaranty Agreement, the Assignment of Rents or this Ordinance
and may pursue any available remedy at law or in equity by suit,
action, mandamus or other proceeding to enforce the payment of
the principal installments of, premium, if any, and interest on
the Bond and to enforce and compel the performance of the duties
and obligations of the Owner as herein and in the Agreement and
the Note set forth.
No remedy by the terms of this Ordinance conferred upon
or reserved to the Bank is intended to be exclusive of any other
remedy, but each and every such remedy shall be cumulative and
shall be in addition to any other remedy given to. the Bank or any
-36-
other owner of the Bond hereunder or now or hereafter existing
at law or in equity or by statute.
No delay or omission to exercise any right, power or
remedy accruing upon any event of default hereunder shall impair
any such right, power or remedy or shall be construed to be a
waiver of any such event of default hereunder or acquiescence
therein; and every such right, power or remedy may be exercised
from time to time as often as may be deemed expedient.
All moneys received pursuant to any right given or
action taken under the provisions of this Section 11 or under the
provisions of Acticle VI of the Agreement (after payments of the
costs and expenses of the proceedings resulting in the collection
of such moneys and of the expenses, liabilities and advances
• incurred or made by the Issuer or the Bank or any other owner of
•
the Bond) or under the Assignment, and all moneys in the Acquisition
Fund at the time of the occurrence of an event of default hereunder
shall be deposited in the Bond Fund and all such moneys in the
Bond Fund shall be applied to the payment of the principal install-
ments, premium, if any, and interest due and unpaid upon the
Bond to the person entitled thereto.
Whenever moneys are to be applied pursuant to the
provisions of this Section 11, such moneys shall be applied to the
payment of the principal installments of premium, if any, or
interest on the Bond within five business days after deposit of
such moneys in the Bond Fund. The Bank shall give such notice
as it may deem appropriate of the deposit with it of any such
moneys and of the fixing of any such date.
-37-
e
• Whenever all principal installments of, premium, if any,
and interest on the Bond have been paid under the provisions of
this Section 11 and all expenses of the Bank and the Issuer have
been paid, any balance remaining in the Bond Fund shall be paid
to the Owner pursuant to Section 9.5 of the Agreement.
The Bank may in its discretion waive any event of de-
fault hereunder and its consequences and rescind any declaration
of acceleration of principal, and in cases of any such waiver
or rescission, or in case any proceeding taken by the Bank on
account of any such event of default shall have been discontinued
or abandoned or determi ed adversely, then and in every such case
the Issuer, the Owner, the Bank and any other owner of the Bond
shall be restored to their former positions and rights hereunder,
• respectively, but no such waiver or rescission shall extend to
any subsequent or other event of default hereunder, or impair
any right consequent thereon.
With regard to any default concerning which notice is
given to the Owner under the provisions of this Section 11, the
Issuer hereby grants the Owner full authority for account of
the Issuer to perform or observe any covenant or obligation
alleged in said notice not to have been performed or observed,
in the name and stead of the Issuer with full power to do any
and all things and acts to the same extent that the Issuer could
do in order to remedy such default.
• -38-
REGISTRATION OF BONDS:
PERSONS TREATED AS OWNERS
Section 12. The Issuer shall cause books (the "Bond
Register") for the registration and for the transfer of the Bond as
provided in this Ordinance to be kept at the principal office of
the Bond Registrar, which is hereby constituted and appointed the
registrar of the Issuer. The Issuer is authorized to prepare, and
the Bond Registrar shall keep custody of, multiple Bond blanks executed
by the Issuer for use in the transfer and exchange of the Bond.
Upon surrender for transfer of the Bond at the principal
office of the Bond Registrar, duly endorsed by, or accompanied by
a written instrument or instruments of transfer in form satis—
factory to the Bond Registrar and duly executed by, the registered
owner or his attorney duly authorized in writing, the Issuer
• shall execute and the Bond Registrar shall authenticate, date
and deliver in the name of the transferee a new fully registered
Bond of the same maturity, for a like aggregate principal amount.
The execution by the Issuer 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.
The Bond Registrar shall not be required to transfer or
exchange any Bond during the period of three days next preceding
any interest payment date on such Bond, nor to transfer or exchange
any Bond after notice calling such Bond for redemption has been given.
The person in whose name any Bond shall be registered
shall be deemed and regarded as the absolute owner thereof for
• -39-
• all purposes, and payment of the principal insta llments of,
premium (if any) or interest on the 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 liability upon such Bond to the
extent of the sum or sums so paid.
No service charge shall be made for any transfer or
exchange of Bonds, but the Issuer 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 ex-
change of the Bond except in the case of the issuance of a Bond
for the unredeemed portion of a Bond surrendered for redemption.
SALE OF THE BOND; EXECUTION OF DOCUMENTS
• Section 13. (a) The sale of the Bond hereby authorized
•
to the Bank at a price of $$650,000 plus accrued interest, if any,
and payment pursuant to the Bond Purchase Agreement in substantially
the form which has been presented to the City Council of the
Issuer, or with such changes therein as shall be approved by the
officers of the Issuer executing the same, their execution thereof
to constitute conclusive evidence of their approval of any and
all changes or revisions therein from the form of Bond Purchase
Agreement now before -this meeting, is hereby in all respects
authorized, approved and confirmed by such City Council. .
The Mayor is hereby authorized and directed to execute
the Bond Purchase Agreement and the Bond for and on behalf of
the Issuer, and the City Clerk is hereby authorized to attest
the same and to affix the corporate seal of the Issuer thereto.
-40-
(b) The Agreement and the Assignment in substantially
the form in which the same have been presented to the City Council
of the Issuer, or with such changes therein as shall be approved
by the officers of the Issuer executing the same, their execution
thereof to constitute conclusive evidence of their approval of
any and all changes or revisions therein from the form of Agreement
and Assignment now before this meeting, are hereby in all respects
authorized, approved and confirmed by such City Council.
The Mayor is hereby authorized and directed to execute
the Agreement and the Assignment for and on behalf of the Issuer,
and the City Clerk is hereby authorized to attest the same and
to affix the corporate seal of the Issuer thereto.
(c) The Mayor is hereby authorized to execute a form of
• approval of the Project which shall constitute the approval required
by the "applicable elected representative" required by Section
103(k)(2)(B)(i) of the Code, as amended by the Tax Equity and
Fiscal Responsibility Act of 1982.
(d) The Issuer hereby acknowledges that the Project will
be leased by the Owner to the Guarantors pursuant to the terms of the
Lease which the Owner and the Guarantors shall execute in substantially
the form in which the same has been presented to the City Council
of the Issuer and which shall, or a memorandum of Lease shall, be -
recorded in the real estate records of the office of the Recorder
of Deeds of Cook County, Illinois. The Issuer hereby assents to such
leasing, and hereby approves the form, terms and provisions of the
Lease.
•
-41-
PERFORMANCE PROVISIONS
Section 14. The Mayor and the City Clerk, for and on
behalf of the Issuer be, and both of them hereby are, authorized
and directed to do any and all things necessary to effect the
performance of all obligations of the Issuer under and pursuant to
this Ordinance, the advancement of the loan, the execution and
delivery of the Bond and the performance of all other acts of
whatever nature necessary to effect and carry out the authority
conferred by this Ordinance. The Mayor and the City Clerk
be, and they are hereby, further authorized and directed for and
on behalf of the Issuer, to execute all papers, documents, certifi-
cates and other instruments that may be required for the carrying
out of the authority conferred by this Ordinance or to evidence
• said authority and to exercise and otherwise take all necessary
action to the full realization of the rights, accomplishments and
purposes of the Issuer under the Agreement, the Assignment and the
Bond Purchase Agreement and to discharge all of the obligations
of the Issuer thereunder.
RECORD OF BOND OWNERSHIP
Section 15. The Bond Registrar shall maintain a record
of the name and address of the owner of the Bond and upon any
transfer shall add the name and address of the new owner of the
Bond and eliminate the name and address of the transferor owner
of the Bond.
•
-42-
•
DUTIES OF BOND REGISTRAR
Section 16. If requested by the Bond Registrar, the
Mayor of the Issuer is authorized to execute and the City Clerk
of the Issuer is authorized to attest the Bond Registrar's standard
form of agreement between the Issuer and the Bond•Registrar with
respect to the obligations and duties of the Bond Registrar
hereunder which shall include the following:
(a) to act as bond registrar, authenticating agent,
paying agent and transfer agent as provided herein;
(b) to maintain a record of the owner of the Bond as
set forth herein and to furnish such record to the Issuer
upon request, but otherwise to keep such record confidential;
(c) to give notice of redemption of the Bond as provided
• herein;
(d) to cancel and destroy the Bond at maturity or
•
upon earlier redemption or if submitted for exchange or
transfer;
(e) to note the payments of principal and interest on
Schedule A attached to the Bond;
(f) to furnish the Issuer at least annually an audit
confirmation of principal installments of the Bond paid,
amount of the Bond outstanding and payments made with respect
to interest on the Bond.
NOTICES
Section 17. All notices, certificates or other communi-
cations shall be sufficiently given and shall be deemed given when
-43-
1
the same are (i) deposited in the United States mail and sent by
registered or certified mail, postage prepaid, or (ii) delivered,
in each case to the parties at the following addresses or such
other address as a party may designate by notice to the other
parties: if to the Issuer at City Hall, 2100 Ridge Avenue, Evanston;
Illinois 60204, Attention: City Clerk; if to the Bank, at 1603
Orrington Avenue, Evanston, Illinois 60201, Attention: Vice President;
and if to the Owner at 111 Robsart Road, Kenilworth, Illinois 60043.
ORDINANCE A CONTRACT; PROVISIONS FOR
MODIFICATIONS, ALTERATIONS AND AMENDMENTS
Section 18. The provisions of this Ordinance shall
constitute a contract between the Issuer and the owner of the
Bond hereby authorized; and after the issuance of the Bond, no
• modification, alteration, amendment or supplement to the provi-
•
sions of this Ordinance shall be made in any manner except with
the written consent of the Bank or any other owner of the Bond
until such time as all principal installments of, premium, if
any, and interest on the Bond shall have been paid in full.
SATISFACTION AND DISCHARGE
Section 19. All rights and obligations of the Issuer and
the Owner under the Bond, this Ordinance, the Agreement;.the
Note, the Assignment and the Bond Purchase Agreement shall terminate
and such instruments shall cease to be of further effect, and
the Bank or any other owner of the Bond shall surrender the
Bond, cancel the Bond, deliver it to the Issuer, deliver a copy
of the cancelled Bond to the Owner and assign and deliver to the
-44-
•
Owner any moneys in the Bond Fund required to be paid to the
Owner under Section 7 hereof (except moneys held by the Bank for
the payment of principal installments of, premium, if any, or
interest on the Bond) when:
(a) all expenses of the Issuer and the Bank shall
have been paid;
(b) the Issuer and the Owner shall have performed all
of their covenants and promises in the Bond, this Ordinance, the
Agreement, the Assignment and the Bond Purchase Agreement; and
(c) all principal installments of, premium, if any,
and interest on the Bond have been paid.
SEVERABILITY
• Section 20. If any section, paragraph, clause or provi-
sion of this Ordinance shall be ruled by any court of competent
jurisdiction to be invalid, the invalidity of such section, para-
•
graph, clause or provision shall not affect any of the remaining
sections, paragraphs, clauses or provisions hereof.
CAPTIONS
Section 21. The captions or headings of this Ordinance
are for convenience only and in no way define, limit or describe
the scope or intent of any provision of this Ordinance.
PROVISIONS IN CONFLICT REPEALED
Section 22. All ordinances, resolutions and orders,
or parts thereof, in conflict with the provisions of this
Ordinance are, to the extent of such conflict, hereby repealed,
-45-
•
•
and this Ordinance shall be made available to the public by the
City Clerk, in appropriate form, upon request, at the office of
the City Clerk, 2100 Ridge Avenue, Evanston, Illinois. Copies
are to be made available in the office of the City Clerk for public
inspection and distribution to members of the public who may wish
to avail themselves of a copy of this Ordinance.. This Ordinance
shall be in full force and effect from and after its adoption.
Adopted and Approved this F day of 4 v4*L) , 1983.
Ayes: Aldermen Collens, Rainey, Romain, Ream, Borah, Pabst, Juliar, Barr, Neems,
Davis, Raden, Korshak, Morton, Summers, and Wold.
Nays: None
Absent: Aldermen Bleveans, Heaston, and Nelson.
City of Evanston, Cook County, Illinois
(SEAL)
ATTEST:
je�� ,Y-, A7'.�
City Clerk
-46-
or