ro
Department of Finance
CITY OF CHICAGO
February 2, 2016
Susana A. Mendoza City Clerk
121 North LaSalle Street Room 107
Chicago, Illinois 60602
RE: $900,000,000 First Amendment to Revolving Line of Credit Agreement dated as of January 29, 2016 among the City of Chicago, JPMorgan Chase Bank, National Association, as Administrative Agent, Bank of China, Chicago Branch, and BMO Harris Bank, N.A. (the ikFirst Amendment")
Dear Ms. Mendoza,
Attached is the First Amendment referenced above, which was authorized pursuant to ordinances adopted by the City Council of the City of Chicago on May 1, 2002, as amended on March 14, 2012, and as further amended on February 5, 2014. This filing of the First Amendment is pursuant to Section 25(e) of the ordinance approved and adopted-on March 14,-2012. Please direct this filing to the City Council of the City of Chicago.
Very truly yours,
Chief Financial Officer
121 NORTH LASALLE STREET, SUITE 700. CHICAGO, ILLINOIS 60602
Execution Copy
FIRST AMENDMENT TO REVOLVING LINE OF CREDIT AGREEMENT
THIS FIRST AMENDMENT TO REVOLVING LINE OF CREDIT AGREEMENT (this "Amendment") is entered into as of January 29, 2016, by and among the CITY OF CHICAGO, a municipal corporation and home rule unit of local government organized and existing under the Constitution and laws, of the State of Illinois (the "City"), the lenders signatory hereto (each, a "Lender" and; collectively, the "Lenders"), and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent (in such capacity, the "Administrative Agent") under the Credit Agreement (as defined below).
RECITALS.
The City, the Administrative Agent and the Lenders are parties to that certain Revolving Line of Credit Agreement dated as of September 24, 2015 (the "Credit Agreement"); and
The City has requested that the Administrative Agent and the Lenders amend certain provisions of the Credit Agreement, and the Administrative Agent and the Lenders are willing to make such amendments, in each case in the manner, and on the terms and conditions set forth herein.
NOW, THEREFORE, the parties hereto hereby agree as follows:
Definitions. Unless otherwise specified herein, all capitalized terms used herein shall have the meanings specified in the Credit Agreement.
Amendments to the Credit Agreement. Effective as of the Amendment Effective. Date in accordance with Section 4 hereof:
2.1 The definition of "Commitment" set forth in Section 1.01 of the Credit • ¦ Agreement is hereby amended in its entirety and the following is inserted in lieu thereof:
"Commitment" means, with respect to each Lender, the
commitment of such Lender to make Loans hereunder, expressed as an
amount representing the maximum aggregate amount of such Lender's
Revolving Credit Exposure hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.06 and (b) reduced or£§
increased from time to time pursuant to assignments by or to such Lender^
pursuant to Section 8.02. The initial . amount of each Lender'srn
Commitment is set forth on Schedule 2.01, or in the Assignment and i
Assumption pursuant to which such Lender shall have assumed. its ~
Commitment, as applicable. As of the First Amendment Effective/; Date; 1°. ><
the Commitment shall be equal to $900,000,000. f>3 7V
tn us
The definition of "Taxable Commitment" set forth in Section 1.01 of the Credit Agreement is hereby amended in its entirety and the following is inserted in lieu thereof:
"Taxable Commitment" means the commitments of the Lenders to make Taxable Loans to the City from time to time in accordance with the terms of this Agreement. As of the First Amendment Effective Date, the Taxable Commitment shall be equal to $900,000,000.
Section 1.01 of the Credit Agreement is hereby amended to insert the following definition in the appropriate alphabetical order therein:
"First Amendment Effective Date" means January 29, 2016.
The reference in the definition of "Amortization End Date", the first sentence of Section 5.02 and of Section 5.03 to "Article IV" shall be amended to refer instead to "Article III" in all such terms.
Schedule 2.01 attached to the Credit Agreement shall be amended in its entirety and the form of Schedule 2.01 attached to this Amendment shall be inserted in lieu thereof.
Exhibit C attached to the Credit Agreement shall be amended in its entirety and the form of Exhibit C attached to this Amendment shall be inserted in lieu thereof.
Exhibit D attached to the Credit Agreement shall be amended in its entirety and the form of Exhibit D attached to this Amendment shall be inserted in lieu thereof.
3. Representations and Warranties. To induce the Administrative Agent and the Lenders to enter into this Amendment, the City represents and warrants as follows:
3.1 Incorporation bf Representations and Warranties from Credit Agreement. The representations and warranties of the City contained in the Credit Agreement are true and correct in all material respects at and as of the Amendment Effective Date (except to the extent specifically made with regard, to a particular date in which case such representations and warranties shall be true and correct as of such date).
3;2 Absence of Default: After giving effect to this Amendment, no Default or Event of Default will exist or will be continuing.
3.3 Power and Authority. The City has the requisite corporate power and authority to execute, deliver and perform the terms and provisions of this Amendment and the Credit Agreement as amended hereby, and has taken all necessary corporate action to authorize the execution, delivery and performance by it of this Amendment and the Credit Agreement as amended hereby.
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3.4 Binding Obligation. This Amendment has been duly executed and delivered by the City, and constitutes the legal, valid and binding obligation of the City enforceable against it in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally and general principles of equity (regardless of whether enforcement is sought in equity or at law).
4. Effective Date. This Amendment shall become effective as of January 29, 2016 (the "Amendment Effective Date"), so long as each of the following has occurred to the satisfaction ofthe Administrative Agent and its counsel, McGuire Woods LLP (or with respect to Section 4.3 below, to the satisfaction of the City and its counsel):
Representations. The City shall represent, as of the Amendment Effective Date (and after giving effect to the effectiveness hereof), and deliver a certificate as of such date to such effect, that (i) there shall exist no Default or Event of Default under the Credit Agreement, (ii) all representations and warranties made by the City in the Credit Agreement shall be true, correct and complete as of the Amendment Effective Date (except to the extent specifically made with regard to a particular date in which case such representations and warranties shall be true and correct as of such date), and (iii) to the best knowledge of the City, except as otherwise disclosed to the Lenders in writing, no Material Adverse Change shall have occurred since December 31, 2014, the date ofthe most recent audited financial statements provided to the Lenders
Supporting Documents. The Administrative Agent shall have received, in form and substance satisfactory to the Administrative Agent, the following:
true and complete executed originals of this Amendment and the amended and restated promissory notes ofthe City payable to the Lenders;
(A) a certificate of the City in form and substance satisfactory to the Administrative Agent, executed by the City Clerk, dated the Amendment Effective Date, to the effect that the Ordinance has been adopted and approved by the City Council "of the City (which ordinance shall be" attached to such certificate), and remains in full force and effect and (B) an incumbency certificate with respect to the officers or agents of the City who are authorized to execute any documents or instruments on behalf of the City under this Amendment and the amended and restated promissory notes of the City payable to the Lenders;
an executed legal opinion, dated the Amendment Effective Date, addressed to the Administrative Agent and the Lenders and in form and substance satisfactory to the Administrative Agent, of counsel to the City covering such matters as the Administrative Agent or the Lenders may reasonably request; and
such other documents, instruments, approvals (and, if requested by the Administrative Agent or the Lenders, certified duplicates of executed copies thereof) or opinions as the Administrative Agent may reasonably request.
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Cancelled Notes/Lost Note Affidavits. The City shall have received from the Lenders the cancelled original Notes dated September 24, 2015 in the aggregate principal amount of $750,000,000 or with respect to any such Note, a lost note affidavit in form and substance acceptable to the City and the applicable Lender, executed and delivered by such Lender.
No Legal Limitations. No law, regulation, ruling or other action of the United States or the State of Illinois or any political subdivision or authority therein or thereof shall be in effect or shall have occurred, the effect of which would be to prevent any Lender from fulfilling its obligations under the Credit Agreement, as amended by this Amendment.
Satisfaction of Legal Requirements. All legal requirements provided herein and otherwise reasonably requested by the Administrative Agent incident to the execution, delivery and performance of this Amendment and the amended and restated promissory notes of the City payable to the Lenders and the transactions contemplated thereby, shall be reasonably satisfactory to the Administrative Agent and the Administrative Agent's counsel.
Full Force and Effect. Except as amended by this Amendment, the Credit Agreement shall continue in full force and effect. The parties hereby acknowledge and agree that any term or provision of any of the Loan Documents which refers to the Credit Agreement shall be deemed to refer to the Credit Agreement, as amended by this Amendment.
Effect Limited. The amendments set forth above shall be limited precisely as written and shall not be deemed to be amendments to any other transaction or of any other term or condition of the Credit Agreement or any of the Loan Documents.
Counterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one agreement.
Governing Law; Waiver of Jury Trial.
This Amendment shall be deemed to be a contract under, and for all purposes shall be governed by, and construed and interpreted in accordance with, the laws of the State.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
. SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
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ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
9. Legal Fees. The City shall pay the reasonable legal fees and expenses of counsel to the Administrative Agent and each of the Lenders in accordance with the terms ofthe Credit Agreement. Such fees shall be paid promptly by the City following presentation of an invoice by such respective counsel.
[signature page immediately follows]
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IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed and delivered this Amendment, effective as of the day and year first above written.
CITY/OF CHICAGO
Title: Chief Financial Officer
Signature page to First Amendment to Revolving Line of Credit Agreement
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, as Administrative Agent and as a Lender
By: O L
Title: Executive Director
Signature page to First Amendment to Revolving Line of Credit Agreement
BANK OF CHINA, CHICAGO BRANCH, as a Lender
Title: Senior Vice President and Branch Manager
Signature page to First Amendment to Revolving Line of Credit Agreement
BMO HARRIS BANK N.A., as a Lender
Signature page to First Amendment to Revolving Line of Credit Agreement
COMMITMENTS
Lender Commitment
JPMorgan Chase Bank, National Association $300,000,000 Bank of China, Chicago Branch $300,000,000 BMO Harris Bank N.A. $300,000,000
Schedule 2.01
Exhibit C
BORROWING REQUEST
,20
JPMorgan Chase Bank, National Association, as Administrative Agent
JPM-Delaware Loan Operations
500 Stanton Christiana Road, Ops 2, Floor 03
Newark, Delaware 19713
Attention: Lorie Paulin
Telephone: (302) 634-8789
Facsimile: (302) 634-8459
With a copy to:
JPMorgan Chase Bank, National Association 383 Madison Avenue, 8th Floor New York, New York 10179 Mail Code: NY1-M076
Attention: David Weinstein, Executive Director, Public Finance - Credit Origination Telephone: (212)270-4948 Facsimile: (917)463-0196
Re: Borrowing Request
This Borrowing Request is being delivered pursuant to Section 2.03 of the Revolving Line of Credit Agreement, dated as of September 24, 2015 (as amended from time to time, the "Credit Agreement"), among the City of Chicago (the "City"), JPMorgan Chase Bank, National Association (the "Administrative Agent"), the Lenders party thereto. All capitalized terms used but not defined herein shall have the meaning specified for such terms in the Credit Agreement.
The City hereby irrevocably requests a Borrowing under the Credit Agreement and sets forth below the information required by the Credit Agreement in connection therewith:
The aggregate amount of the requested Borrowing is $|910|The Business Day of the requested Borrowing is: , 20 .
The requested Borrowing is to be a Eurodollar Borrowing.|109|Insert amount that is not less than $500,000 and integral multiples of $1,000 in excess thereof.|109|The City may request an ABR Borrowing only so long as Section 2.03 of the Credit Agreement or Section 2.11 of the Credit Agreement is applicable.
Exhibit C
The requested Borrowing is to be comprised of [Tax-Exempt Loans] [Taxable Loans].
The proceeds shall be transferred to:
[insert ABA number and account information for deposit account]
The City hereby certifies that the conditions precedent to the funding of such Borrowing set forth in Section [5.02][5.03][5.04] of the Credit Agreement have been satisfied on the date hereof.
With respect to the Tax-Exempt Loans requested pursuant to this Borrowing Request, attached hereto is the signed opinion of Bond Counsel to the City with respect to such Loans, which opinion is dated the date hereof and addressed to the Administrative Agent and the Lenders, and the form and substance of which the Administrative Agent and its counsel has approved.
The City hereby confirms that with respect to each Borrowing funded by the Lenders as an ABR Borrowing pursuant to Section 2.03 of the Credit Agreement and Section 2.05 of the Credit Agreement, such Borrowing shall automatically, without further notice by the City or the Lenders, convert to a Eurodollar Borrowing on the third Business Day following the date of funding of such Borrowing by the Lenders, and the City hereby directs the Administrative Agent and the Lenders to cause such conversion in accordance with the foregoing.
Dated: , 20 CITY OF CHICAGO
By:.
Name: Title:
Exhibit C
Exhibit D
REALLOCATION OF COMMITMENT NOTICE
,20
JPMorgan Chase Bank, National Association, as Administrative Agent
JPM-Delaware Loan Operations
500 Stanton Christiana Road, Ops 2, Floor 03
Newark, Delaware 19713
Attention: Lorie Paulin
Telephone: (302) 634-8789
Facsimile: (302) 634-8459
With a copy to:
JPMorgan Chase Bank, National Association 383 Madison Avenue, 8th Floor New York, New York 10179 Mail Code: NY1-M076
Attention: David Weinstein, Executive Director, Public Finance - Credit Origination Telephone: (212) 270-4948 Facsimile: (917) 463-0196
Re: Reallocation of Commitment Notice
This Reallocation of Commitment Notice is being delivered pursuant to, and in accordance with, Section 2.01(b) of the Revolving Line of Credit Agreement, dated as of September 24, 2015 (as amended from time to time, the "Credit Agreement"), among the City of Chicago (the "City"), JPMorgan Chase Bank, National Association (the "Administrative Agent"), the Lenders party thereto. All capitalized terms used but not defined herein shall have the meaning specified for such terms in the Credit Agreement.
The City hereby irrevocably notifies the Administrative Agent that the Commitments of the Lenders shall be allocated between the Tax-Exempt Commitment and the Taxable Commitment as follows:
1. Prior to giving effect to this Reallocation of Commitment Notice, the Tax-Exempt
Commitments of the Lenders under the Credit Agreement is $ , and
the Taxable Commitment of the Lenders under the Credit Agreement is
$ .
2. Pursuant to this Reallocation of Commitment Notice, the City hereby requests that
the Tax-Exempt Commitment of the Lenders under the Credit Agreement be
Exhibit D
changed to $ , and the Taxable Commitment of the Lenders under
the Credit Agreement be changed to $ .
Following such reallocation, (a) the sum ofthe total Tax-Exempt Loans outstanding shall not exceed the Tax-Exempt Commitment, (b) the sum of the total Taxable Loans outstanding shall not exceed the Taxable Commitment, and (c) the sum of the total Loans outstanding shall not exceed the Commitment.
The Business Day of the requested effective date of the reallocation is:
, 20 .
, 20__ CITY OF CHICAGO
By:_ Name: Title:
Exhibit D
CITY OF CHICAGO REVOLVING LINE OF CREDIT AGREEMENT CLOSING CERTIFICATE
This Closing Certificate is being delivered pursuant to the authority contained in the ordinance adopted by the City Council (the "City Council") ofthe City of Chicago (the "City") on May, 1, 2002 (the "Initial Ordinance"), as amended by an ordinance adopted by the City Council on March 14, 2012 (the "2012 Ordinance"), and as further amended by an ordinance adopted by the City Council on February 5, 2014 authorizing the City to execute and deliver one or more general obligation line of credit agreements with one or more commercial banks and other financial institutions to provide a revolving line of credit to meet the City's need for working capital or interim financing for capital projects (collectively the "Ordinance"). Copies ofthe Ordinance are attached hereto as Exhibit A, and the Ordinance, as modified by its terms, collectively, remains in full force and effect. Pursuant to Section 18 of the 2012 Ordinance, JPMorgan Chase Bank, National Association has been selected to serve as the Administrative Agent and a Lender, Bank of China acting through its Chicago Branch, and BMO Harris Bank, N.A. are each Co-Documentation Agents and Lenders (collectively, the "Lenders") each bank, severally, providing a revolving line of credit to the City for a total amount of $900,000,000. On September 24, 2015 the City and the Lenders executed the Revolving Line of Credit Agreement (the "Credit Agreement").
The City has executed that certain First Amendment to Revolving Line of Credit Agreement dated as of the date hereof among the City and the Lenders (the "Amendment") and those three certain Amended and Restated Loan.Notes dated the date hereof (the "Notes").
Attached hereto as Exhibits B and C are executed copies ofthe Amendment and the Notes.
I, the undersigned, RAHM EMANUEL, Mayor of the City, hereby certify that, pursuant to law and authorization vested in me, I have approved the Ordinance in the manner and capacity indicated by my signature and title appended hereto.
I, the undersigned, Carole L. Brown, Chief Financial Officer ofthe City, hereby certify that I have executed the Amendment, Rahm Emanuel, the Mayor ofthe City has executed the Notes, and the City Clerk has attested to the Notes and attached the seal ofthe City in the manner and capacity indicated by our signatures and titles respectively, appended hereto, and hereby further represent that, as of the date hereof, (i) there exists no Default (as such term and all other capitalized terms used in this paragraph, unless otherwise defined in this Certificate, are defined in the Credit Agreement, as amended by the Amendment) or Event of Default under the Credit Agreement, as amended by the Amendment, (ii) all representations and warranties made by the City in the Credit Agreement, as amended by the Amendment shall remain true, correct and complete as ofthe date hereof, and (iii) to the best knowledge of the City, except as otherwise disclosed to the Lenders in writing, no Material Adverse Change shall have occurred since December 31, 2014, the date of the most recent audited financial statements provided to the Lenders.
I, the undersigned, SUSANA A MENDOZA, City Clerk ofthe City, do further certify that RAHM EMANUEL and Carole L. Brown are, respectively, the duly authorized Mayor and Chief Financial Officer ofthe City, and that the signatures of said RAHM EMANUEL and Carole L. Brown as they appear below are in all respects the true and genuine signatures of the officers of the City authorized to approve the Ordinance, and to execute the Notes and the Amendment, respectively.
I, the undersigned SUSANA A. MENDOZA, City Clerk of the City, direct a copy of this filing to the City Council.
IN WITNESS WHEREOF, we have hereunto affixed our signatures and have caused to
be affixed hereto the Corporate Seal of the City this th day of January 2016.
Mayor, City of Chicago
Chief Financial Officer, City of Chicago
lty Clerk, City of Chicago
OFFICIAL TITLE
[SEAL]
;iTY OF CHICAGO
*
Carole L. ESfOwn Chief Financial Officer
Closing Certificate Morgan Chase Bank, National Association Revolving Line of Credit Agreement
ACKNOWLEDGMENT OF FILING
The Closing Certificate ofthe City for its Revolving Line of Credit Agreement including all exhibits thereto was filed in the Office ofthe City Clerk ofthe City of Chicago, this th day of January 2016.
Susana A. Mcndoz City Clerk
[SEAL]
EXHIBIT A
THE ORDINANCE
JOURNAL—CITY COUNCIL-CHICAGO 5/1/2002
AUTHORIZATION FOR ISSUANCE OF COMMERCIAL PAPER NOTES, SERIES A AND B.
The Committee on Finance submitted the following report:
CHICAGO, May 1, 2002.
To the President and Members of the City Council:
Your Committee on Finance, having had under consideration a substitute ordinance authorizing the issuance of Commercial Paper Notes Series A and Series B, amount of notes not to exceed $200,000,000, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed substitute ordinance transmitted herewith.
This recommendation was concurred in by a viva voce vote of the members of the Committee.
Respectfully submitted,
(Signed) EDWARD M. BURKE,
Chairman.
Alderman Burke presented the following amendment to the proposed substitute ordinance transmitted with the foregoing committee report:
I hereby move to amend the commercial paper ordinance by adding a new Section 29, following Section 28 ofthe ordinance:
Section 29. Reporting Requirement. The Chief Financial Officer shall report to the City Council with respect to the expenditure of the proceeds of any Authorized Debt issued hereunder. Such reports shall be made no later than April, 1 and October 1 of each year, commencing October 1, 2002, with respect to expenditures made during the six (6) month period ending on September 1. April 1 reports shall cover expenditures made during the six (6) month period ending on March 1.
REPORTS OF COMMITTEES
On motion of Alderman Burke, the foregoing amendment was Adopted by yeas and nays as follows:
Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, L. Thomas, Murphy, Rugai, Troutman, DeVille, Munoz, Zalewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, Doherty, Daley, Hansen, Levar, Shiller, Schulter, M. Smith, Moore, Stone — 47.
Nays — None.
Thereupon, on motion of Alderman Burke, the said proposed substitute ordinance, as amended, was Passed by yeas and nays as follows:
Yeas — Aldermen Granato, Haithcock, Tillman, Preckwinkle, Hairston, Lyle, Beavers, Stroger, Beale, Pope, Balcer, Frias, Olivo, Burke, T. Thomas, L. Thomas, Murphy, Rugai, Troutman, DeVille, Munoz, Zalewski, Chandler, Solis, Ocasio, Burnett, E. Smith, Carothers, Wojcik, Suarez, Matlak, Mell, Austin, Colom, Banks, Mitts, Allen, Laurino, Doherty, Daley, Hansen, Levar, Shiller, Schulter, M. Smith, Moore, Stone — 47.
Nays — None.
Alderman Beavers moved to reconsider the foregoing vote. The motion was lost. The following is said ordinance as passed:
WHEREAS, The City of Chicago (the "City") is a duly constituted and existing municipality within the meaning of Section 1 of Article VTl of the 1970 Constitution ofthe State of Illinois (the "Constitution") having a population in excess of twenty-five thousand (25,000) and is a home rule unit of local government under Section 6(a) of Article VII ofthe Constitution; and
WHEREAS, The City proposes to establish a Commercial Paper Program (the "CP. Program") an Auction Rate Securities Program (the "Auction Rate Program") a Variable Rate Securities Program (the "Variable Rate Program") and a Line of Credit Program (the "Line of Credit Program") for the City to provide interim financing for capital projects ofthe City and for the short-term financing ofthe working capital needs ofthe City (the "Borrowing Plan"); and
WHEREAS, There have been prepared and presented to this meeting forms ofthe following documents:
JOURNAL-CITY COUNCIL-CHICAGO 5/1/2002
Commercial Paper Trust Indenture (the "CP. Indenture") between the City and a bank or trust company to be designated as provided herein (the "C.P. Trustee") (Exhibit A); and
Commercial Paper Dealer Agreement (the "CP. Dealer Agreement") between the City and a commercial paper dealer designated as provided herein (the "Dealer") (Exhibit B); and
Issuing and Paying Agent Agreement (the "C.P. Paying Agent Agreement") between the City and an issuing and paying agent designated as provided herein (Exhibit C); and
Auction Rate Securities Trust Indenture (the "Auction Rate Indenture") between the City and a bank or trust company to be designated as provided herein (the "Auction Rate Trustee") (Exhibit D); and
Auction Agreement (the "Auction Agreement") between the City and an auction agent designated as provided herein (the "Auction Agent") (Exhibit E); and
Variable Rate Securities Trust Indenture (the "Variable Rate Indenture") between the City and a bank or trust company to be designated as provided herein (the "Variable Rate Trustee") (Exhibit F); and
WHEREAS, It is necessary and advisable to implement the Borrowing Plan; now, therefore,
Be It Ordained by the City Council of the City of Chicago:
SECTION 1. Findings And Determinations. The City hereby finds and determines as follows:
that from time to time interim financing of capital projects is needed prior to the issuance of long-term bonds;
that from time to time working capital needs of the City require the short-term borrowing of funds;
that the City's ability to borrow pursuant to the Borrowing Plan as herein provided without further action by this City Council for such purposes will enhance the City's opportunities to obtain financing upon the most favorable terms available; and
that the delegations of authority that are contained herein are necessary and desirable because this City Council cannot itself as advantageously, expeditiously or conveniently exercise such authority.
REPORTS OF COMMITTEES
Thus, authority is granted to the Chief Financial Officer ofthe City appointed by the Mayor or, if there is no such officer then holding such office, the City Comptroller (the "Chief Financial Officer") to implement the Borrowing Plan for the purposes set forth herein, and from time to time to cause to be issued Commercial Paper Notes (the "C.P. Notes") pursuant to the C.P. Program, Auction Rate Bonds or Notes (the "Auction Rate Securities") pursuant to the Auction Rate Program, Line of Credit Notes (the "Line of Credit Notes") pursuant to the Line of Credit Program and Variable Rate Demand Bonds or Notes (the "Variable Rate Securities") pursuant to the Variable Rate Program, as and to the extent determined to be desirable and in the best financial interest of the City.
The C.P. Notes, the Line of Credit Notes, the Auction Rate Securities and the Variable Rate Securities are herein sometimes collectively called the "Authorized Debt" and the C.P. Indenture, the Auction Rate Indenture and the Variable Rate Indenture (each an "Indenture") are herein sometimes collectively called the "Indentures".
SECTION 2. Purposes. The Borrowing Plan authorizes the issuance of one (1) or more series of Authorized Debt for any ofthe following purposes (or combination thereof): (a) the payment, or the reimbursement of the City for the payment, ofthe cost of all or any portion of any capital project heretofore or hereafter approved by this City Council; (b) cash flow needs ofthe City; (c) the deposit of monies into funds and accounts as are provided for in an Indenture; and (d) the payment of costs of issuance incurred in connection with each series of Authorized Debt. The proceeds of the issuance of each series of Authorized Debt shall be applied for the purposes set forth above in the manner and in the amounts specified in a certificate of the Chief Financial Officer delivered in connection with such issuance pursuant to the applicable Indenture securing such series or, in the case of the Line of Credit Program, each request for funds under each line of credit agreement (as defined in Section 18 of this ordinance) entered into by the City pursuant to this ordinance.
In order to facilitate the sale of the Authorized Debt, the Chief Financial Officer is authorized to purchase or obtain from commercial banks or other financial institutions one (1) or more letters of credit, lines of credit, bond insurance policies, standby bond purchase agreements or similar credit enhancement and liquidity facilities (each a "Credit Facility").
In connection with the Borrowing Plan and the use of the proceeds of the Authorized Debt, the Chief Financial Officer is authorized to establish one (1) or more funds, accounts, sub-funds and sub-accounts ofthe City, one (1) or more of which may be held in trust with a trustee pursuant to an Indenture.
SECTION 3. Maximum Amount And Term. Without further authorization of this CityrCouncil, the maximum aggregate principal amount of all Authorized Debt outstanding under this ordinance at any time shall not exceed Two Hundred Million Dollars ($200,000,000) (exclusive of unpaid interest and fees). All Authorized Debt
JOURNAL-CITY COUNCIL-CHICAGO 5/1/2002
shall mature on or prior to January 1, 2017.
SECTION 4. Limited Tax General Obligations. The obligation of the City to make payments on the Authorized Debt (principal, interest and redemption premium, if any, as appropriate) is a direct and general obligation of the City payable from any funds legally available for such purpose. The City covenants and agrees to take all necessary action to annually appropriate funds in a timely manner so as to provide for the making of all payments ofthe Authorized Debt as described in the Indentures and each Line of Credit Agreement; provided, however, that in no event shall the City be obligated to levy any separate ad valorem or other tax in addition to other City taxes or any special ad valorem or other tax unlimited as to rate or amount to pay such principal, interest or redemption premium.
SECTION 5. The C.P. Program, (a) The C.P. Notes are hereby authorized to be issued from time to time. The C.P. Notes shall be designated "Commercial Paper Notes" and may be issued in one (1) or more series. Each C.P. Note shall mature not later than two hundred seventy (270) days after its date of issuance, and shall bear interest from its date at a rate or rates not in excess ofthe lesser of (i) eighteen percent (18%) per annum, computed in the manner set forth in the C.P. Indenture, or (ii) during such period as such C.P. Note is secured by a Credit Facility (a "C.P. Credit Facility"), the maximum interest rate provided for under such C.P. Credit Facility. The C.P. Notes may be issued as notes the interest on which is not includable in gross income for federal income tax purposes or, if so determined by the Chief Financial Officer at the time of the sale thereof, as notes the interest on which is includable in gross income for federal income tax purposes.
The C.P. Notes shall be executed on behalf of the City with the manual or facsimile signature of the Mayor of the City, and shall be attested with the manual or facsimile signature of the City Clerk of the City, and shall have impressed or imprinted thereon the official seal of the City (or a facsimile thereof). In case any officer ofthe City whose signature or whose facsimile signature shall appear on the C.P. Notes shall cease to be such officer before the delivery of such C.P. Notes, such signature or the facsimile signature thereof shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until delivery.
Subject to the limitations contained in this ordinance, authority is hereby delegated to the Mayor or the Chief Financial Officer to determine the aggregate principal amount of C.P. Notes to be issued, the date or dates thereof, the maturities thereof, the rate or rates of interest payable thereon or the method for determiriing such rate or rates, and to sell the C.P. Notes to or with the assistance of one (1) or more Dealers to be designated by the Chief Financial Officer, pursuant to one (1) or more C.P. Dealer Agreements.
To evidence the exercise of the authority delegated to the Mayor or the Chief Financial Officer by this ordinance, the Mayor or the Chief Financial Officer, as the case may be, is hereby directed to execute and file with the City Clerk in connection
REPORTS OF COMMITTEES
with the initial sale of C.P. Notes a certificate setting forth the determinations made pursuant to the authority granted herein, which certificate shall constitute conclusive evidence of the proper exercise by them of such authority. Upon the filing of such certificate, the Mayor or the Chief Financial Officer shall also file with the City Clerk one (1) copy ofthe C.P. Indenture. The City Clerk shall direct a copy of such filing to this City Council.
SECTION 6. Form Of C.P. Indenture. The form of C.P. Indenture presented to this meeting and attached hereto as Exhibit A is hereby approved in all respects. The Mayor or the Chief Financial Officer is hereby authorized to execute and deliver one (1) or more C.P. Indentures in substantially the form of the C.P. Indenture presented to this meeting, with appropriate revisions in text as the Mayor or the Chief Financial Officer shall determine are necessary or desirable, and the City Clerk is authorized to attest the same and affix thereto the corporate seal ofthe City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of any and all such changes or revisions. The Chief Financial Officer is hereby authorized to designate a bank or trust company to serve as Trustee under the C.P. Indenture.
SECTION 7. Form Of C.P. Dealer Agreement. The form of C.P. Dealer Agreement presented to this meeting and attached hereto as Exhibit B is hereby approved in all respects. The Mayor or the Chief Financial Officer is hereby authorized to execute and deliver one (1) or more CP. Dealer Agreements in substantially the form ofthe C.P. Dealer Agreement presented to this meeting, with appropriate revisions in text as the Mayor or the Chief Financial Officer shall determine are necessary or desirable, and the City Clerk is authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of any and all such changes or revisions. The Chief Financial Officer is hereby authorized to designate one (1) or more banks or investment banking firms to serve as "Dealer" under a C.P. Dealer Agreement.
SECTION 8. Form Of C.P. Paying Agent Agreement. The form of C.P. Paying Agent Agreement presented to this meeting and attached hereto as Exhibit C is hereby approved in all respects. The Mayor or the Chief Financial Officer is hereby authorized to execute and deliver one (1) or more C.P. Paying Agent Agreements in substantially the form of the C.P. Paying Agent Agreement presented to this meeting, with appropriate revisions in text as the Mayor or the Chief Financial Officer shall determine are necessary or desirable, and the City Clerk is authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of any and all such changes or revisions. The Chief Financial Officer is hereby authorized to designate the C.P. Paying Agent with respect to each series of C.P. Notes.
SECTION 9. C.P. Reimbursement Agreements. The Mayor or the Chief
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Financial Officer is hereby authorized to execute and deliver one (1) or more reimbursement agreements (each, a "CP. Reimbursement Agreement") in substantially the form of reimbursement agreements executed and delivered by the City in connection with previous variable rate financings, with appropriate revisions in text as the Mayor or the Chief Financial Officer shall determine are necessary or desirable, and the City Clerk is authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of any and all such changes or revisions. Such revisions in text may include (a) provisions perrnitting the stated amount of a C.P. Credit Facility to be increased and decreased from time to time to support the C.P. Notes then outstanding; and (b) such other provisions as may be necessary or desirable to implement the CP. Program as herein contemplated. The Mayor or the Chief Financial Officer is hereby further authorized to execute and deliver a promissory note pursuant to each CP. Reimbursement Agreement (a "C.P. Reimbursement Note") to the extent required thereby, in substantially the form used to support reimbursement agreements in previous variable rate financings for the City, with appropriate revisions to reflect the terms and provisions ofthe related C.P. Reimbursement Agreement, and the City Clerk is hereby authorized to attest the same and affix thereto the corporate seal ofthe City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of any changes or revisions therein. The interest rate payable on any such C.P. Reimbursement Note shall not exceed eighteen percent (18%) per annum (including the recovery by the financial institution providing the related C.P. Credit Facility of any amounts otherwise not payable to such financial institution solely as a result of the interest rate limit set forth in the related C.P. Reimbursement Note, any interest to be so recovered to be deteraiined at an interest rate not to exceed twenty-five percent (25%) per annum), and the maturity of any obligation thereunder shall not be greater than ten (10) years from the date of the related advance (subject to extension and renewal as therein provided). The maximum annual fee payable to any financial institution under a CP. Reimbursement Agreement shall not exceed two percent (2%) of the stated amount of the related CP. Credit Facility (and any unused capacity thereunder).
The obligations ofthe City under each C.P. Reimbursement Agreement and under each C.P. Reimbursement Note shall constitute direct and general obligations ofthe City and may be payable from any funds legally available for such purpose. The City hereby covenants and agrees to take all necessary action to annually appropriate funds in a timely manner so as to provide for the making of all payments due under any CP. Reimbursement Agreement and under each C.P. Reimbursement Note; provided however, that in no event shall the City be obligated to levy any separate ad valorem or other tax in addition to other City taxes or any special ad valorem tax or other tax unlimited as to rate or amount to pay any amount due under any C.P Reimbursement Agreement or the principal of, redemption premium on, or interest on any C.P. Reimbursement Note.
REPORTS OF COMMITTEES
The Chief Financial Officer is hereby authorized to designate one (1) or more financial institutions to provide a C.P. Credit Facility with respect to each series of C.P. Notes. Nothing contained herein shall limit or restrict the Chief Financial Officer's ability (i) to appoint separate financial institutions to issue separate C.P. Credit Facilities; (ii) to appoint more than one (1) financial institution to issue a single C.P. Credit Facility; or (iii) to replace or extend any C.P. Credit Facility.
SECTION 10. The Auction Rate Program, (a) The Auction Rate Securities are hereby authorized to be issued from time to time. The Auction Rate Securities shall be designated "Auction Rate Bonds" or "Auction Rate Notes", may be issued in one (1) or more series and may bear an additional designation to identify each series. Each Auction Rate Security shall bear interest from its date at a rate or rates not in excess ofthe lesser of (i) eighteen percent (18%) per annum, computed in the manner set forth in the Auction Rate Indenture, or (ii) during such period as such Auction Rate Security is secured by a Credit Facility (an "Auction Rate Credit Facility"), the maximum interest rate provided for under such Auction Rate Credit Facility. The Auction Rate Securities may be issued as bonds or notes the interest on which is not includable in gross income for federal income tax purposes or, if so determined by the Chief Financial Officer at the time of the sale thereof, as bonds or notes the interest on which is includable in gross income for federal income tax purposes.
The Auction Rate Securities shall be executed on behalf of the City with the manual or facsimile signature of the Mayor of the City, and shall be attested with the manual or facsimile signature of the City Clerk of the City, and shall have impressed or imprinted thereon the official seal ofthe City (or a facsimile thereof). In case any officer of the City whose signature or whose facsimile signature shall appear on the Auction Rate Securities shall cease to be such officer before the delivery ofsuch Auction Rate Securities, such signature or the facsimile signature thereof shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until delivery.
Subject to the limitations contained in this ordinance, authority is hereby delegated to the Mayor or the Chief Financial Officer to sell the Auction Rate Securities to one (1) or more underwriters to be designated by the Chief Financial Officer, pursuant to one (1) or more contracts of purchase with respect to the Auction Rate Securities between the City and such underwriters; provided that the aggregate purchase price of any series of Auction Rate Securities shall not be less than ninety-eight percent (98%) of the principal amount thereof to be issued (less any original issue discount which may be used in the marketing thereof) plus any accrued interest thereon from their date to the date of delivery thereof and payment therefor.
(d) The Mayor or the Chief Financial Officer, with the concurrence of the
Chairman of the Committee on Finance of the City Council, is hereby authorized
and directed to execute and deliver one (1) or more contracts of purchase for
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Auction Rate Securities in substantially the form ofthe contracts of purchase used in connection with the previous sales of variable rate debt by the City, together with such changes and revisions consistent with the purposes and intent of this ordinance as shall be approved by the Mayor or the Chief Financial Officer, as the case may be, subject to the limitations contained in this ordinance, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of such changes and modifications.
(e) To evidence the exercise of the authority delegated to the Mayor or the Chief Financial Officer by this ordinance, the Mayor or the Chief Financial Officer, as the case may be, is hereby directed to execute and file with the City Clerk in connection with the initial auction of Auction Rate Securities a certificate setting forth the determinations made pursuant to the authority granted herein, which certificate shall constitute conclusive evidence of the proper exercise by them of such authority. Upon the filing of such certificate, the Mayor or the Chief Financial Officer shall also file with the City Clerk one (1) copy ofthe Auction Rate Indenture. The City Clerk shall direct a copy of such filing to this City Council.
SECTION 11. Form Of Auction Rate Indenture. The form of Auction Rate Indenture presented to this meeting and attached hereto as Exhibit D is hereby approved in all respects. The Mayor or the Chief Financial Officer is hereby authorized to execute and deliver one (1) or more Auction Rate Indentures in substantially the form ofthe Auction Rate Indenture presented to this meeting, with appropriate revisions in text as the Mayor or the Chief Financial Officer shall determine are necessary or desirable, and the City Clerk is authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of any and all such changes or revisions. The Chief Financial Officer is hereby authorized to designate a bank or trust company to serve as Trustee under the Auction Rate Indenture.
SECTION 12. Form Of Auction Agreement. The form of Auction Agreement presented to this meeting and attached hereto as Exhibit E is hereby approved in all respects. The Mayor or the Chief Financial Officer is hereby authorized to execute and deliver one (1) or more Auction Agreements in substantially the form of the Auction Agreement presented to this meeting, with appropriate revisions in text as the Mayor or the Chief Financial Officer shall determine are necessary or desirable, and the City Clerk is authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of any and all such changes or revisions. The Chief Financial Officer is hereby authorized to designate one (1) or more banks or investment banking firms to serve as "Auction Agent" under an Auction Agreement.
SECTION 13. Auction Rate Reimbursement Agreements. The Mayor or the Chief Financial Officer is hereby authorized to execute and deliver one (1) or more
REPORTS OF COMMITTEES
reimbursement agreements (each, an "Auction Rate Reimbursement Agreement") in substantially the form of reimbursement agreements executed and delivered by the City in connection with previous variable rate financings, with appropriate revisions in text as the Mayor or the Chief Financial Officer shall determine are necessary or desirable, and the City Clerk is authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of any and all such changes or revisions. Such revisions in text may include (a) provisions permitting the stated amount of an Auction Rate Credit Facility to be increased and decreased from time to time to support the Auction Rate Securities then outstanding; and (b) such other provisions as may be necessary or desirable to implement the Auction Rate Program as herein contemplated. The Mayor or the Chief Financial Officer is hereby further authorized to execute and deliver a promissory note pursuant to each Auction Rate Reimbursement Agreement (an "Auction Rate Reimbursement Note"), to the extent required thereby, in substantially the form used to support reimbursement agreements in previous variable rate financings for the City, with appropriate revisions to reflect the terms and provisions ofthe related Auction Rate Reimbursement Agreement, and the City Clerk is hereby authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of any changes or revisions therein. The interest rate payable on any such Auction Rate Reimbursement Note shall not exceed eighteen percent (18%) per annum (including the recovery by the financial institution providing the related Auction Rate Credit Facility of any amounts otherwise not payable to such financial institution solely as a result of the interest rate limit set forth in the related Auction Rate Reimbursement Note, any interest to be so recovered to be determined at an interest rate not to exceed twenty-five percent (25%) per annum), and the maturity of any obligation thereunder shall not be greater than ten (10) years from the date ofthe related advance (subject to extension and renewal as therein provided). The maximum annual fee payable to any financial institution under an Auction Rate Reimbursement Agreement shall not exceed two percent (2%) ofthe stated amount ofthe related Auction Rate Credit Facility (and any unused capacity thereunder).
The obligations bf the City under each Auction Rate Reimbursement Agreement and under each Auction Rate Reimbursement Note shall constitute direct and general obligations of the City and may be payable from any funds legally available for such purpose. The City hereby covenants and agrees to take all necessary action to annually appropriate funds in a timely manner so as to provide for the making of all payments due under any Auction Rate Reimbursement Agreement and under each Auction Rate Reimbursement Note; provided however, that in no event
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shall the City be obligated to levy any separate ad valorem or other tax in addition to other City taxes or any special ad valorem tax or other tax unlimited as to rate or amount to pay any amount due under any Auction Rate Reimbursement Agreement or the principal of, redemption premium on, or interest on any Auction Rate Reimbursement Note.
The Chief Financial Officer is hereby authorized to designate one (1) or more financial institutions to provide an Auction Rate Credit Facility with respect to each series of Auction Rate Securities. Nothing contained herein shall limit or restrict the Chief Financial Officer's ability (i) to appoint separate financial institutions to issue separate Auction Rate Credit Facilities; (ii) to appoint more than one (1) financial institution to issue a single Auction Rate Credit Facility; or (iii) to replace or extend any Auction Rate Credit Facility.
SECTION 14. The Variable Rate Program, (a) The Variable Rate Securities are hereby authorized to be issued from time to time. The Variable Rate Securities shall be designated "Variable Rate Bonds" or "Variable Rate Notes" may be issued in one (1) or more series and may bear an additional designation to identify each series. Each Variable Rate Security shall bear interest from its date at a rate or rates not in excess of the lesser of (i) eighteen percent (18%) per annum, computed in the manner set forth in the Variable Rate Indenture, or (ii) during any period as such Variable Rate Security is secured by a Credit Facility (a "Variable Rate Credit Facility"), the maximum interest rate provided for under such Variable Rate Credit Facility. At any time, the Chief Financial Officer may determine that a Variable Rate Security shall bear interest at a fixed rate to its maturity. The Variable Rate Securities may be issued as bonds or notes the interest on which is not includable in gross income for federal income tax purposes or, if so determined by the Chief Financial Officer at the time of the sale thereof, as bonds or notes the interest on which is includable in gross income for federal income tax purposes.
(b) The Variable Rate Securities shall be executed on behalf of the City with the manual or facsimile signature ofthe Mayor ofthe City, and shall be attested with the manual or facsimile signature of the City Clerk of the City, and shall have impressed or imprinted thereon the official seal ofthe City (or a facsimile thereof). In case any officer of the City whose signature or whose facsimile signature shall appear on the Variable Rate Securities shall cease to be such officer before the delivery ofsuch Variable Rate Securities, such signature or the facsimile signature thereof shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until delivery.
REPORTS OF COMMITTEES
(c) Subject to the limitations contained in this ordinance, authority is hereby
delegated to the Mayor or the Chief Financial Officer to sell the Variable Rate
Securities to one (1) or more underwriters to be designated by the Chief Financial
Officer, pursuant to one (1) or more contracts of purchase with respect to the
Variable Rate Securities between the City and such underwriters; provided that the
aggregate purchase price of any series of Variable Rate Securities shall not be less
than ninety-eight percent (98%) of the principal amount thereof to be issued (less
any original issue discount which may be used in the marketing thereof) plus any
accrued interest thereon from their date to the date of delivery thereof and payment
therefor.
(d) The Mayor or the Chief Financial Officer, with the concurrence of the
Chairman of the Committee on Finance of this City Council, is hereby authorized
and directed to execute and deliver one (1) or more contracts of purchase for
Variable Rate Securities in substantially the form ofthe contracts of purchase used
in connection with the previous sales of Variable Rate Securities by the City,
together with such changes and revisions consistent with the purposes and intent
of this ordinance as shall be approved by the Mayor or the Chief Financial Officer,
as the case may be, subject to the limitations contained in this ordinance, the
execution and delivery thereof to constitute conclusive evidence of this City
Council's approval of such changes and modifications.
(e) To evidence the exercise of the authority delegated to the Mayor or the Chief
Financial Officer by this ordinance, the Mayor or the Chief Financial Officer, as the
case may be, is hereby directed to execute and file with the City Clerk in connection
with each sale of Variable Rate Securities a certificate setting forth the
determinations made pursuant to the authority granted herein, which certificate
shall constitute conclusive evidence of the proper exercise by them of such
authority. Upon the filing of such certificate, the Mayor, or the Chief Financial
Officer shall also file with the City Clerk one (1) copy ofthe Variable Rate Indenture.
The City Clerk shall direct a copy of such filing to this City Council.
SECTION 15. Form Of Variable Rate Indenture. The form of Variable Rate Indenture presented to this meeting and attached hereto as Exhibit F is hereby approved in all respects. The Mayor or the Chief Financial Officer is hereby authorized to execute and deliver one (1) or more Variable Rate Indentures in substantially the form of the Variable Rate Indenture presented to this meeting, with appropriate revisions in text as the Mayor or the Chief Financial Officer shall determine are necessary or desirable, and. the City Clerk is authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof, the
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execution and delivery thereof to constitute conclusive evidence of this City Council's approval of any and all such changes or revisions. The Chief Financial Officer is hereby authorized to designate a bank or trust company to serve as Trustee under the Variable Rate Indenture.
SECTION 16. Variable Rate Reimbursement Agreements. The Mayor or the Chief Financial Officer is hereby authorized to execute and deliver one (1) or more reimbursement agreements (each, a "Variable Rate Reimbursement Agreement") in substantially the form of reimbursement agreements executed and delivered by the City in connection with previous variable rate financings, with appropriate revisions in text as the Mayor or the Chief Financial Officer shall determine are necessary or desirable, and the City Clerk is authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of any and all such changes or revisions. Such revisions in text may include (a) provisions perrm^ting the stated amount of a Variable Rate Credit Facility to be increased and decreased from time to time to support the Variable Rate Securities then outstanding; and (b) such other provisions as may be necessary or desirable to implement the Variable Rate Program as herein contemplated. The Mayor or the Chief Financial Officer is hereby further authorized to execute and deliver a promissory note pursuant to each Variable Rate Reimbursement Agreement (a "Variable Rate Reimbursement Note"), to the extent required thereby, in substantially the form used to support reimbursement agreements in previous variable rate financings for the City, with appropriate revisions to reflect the terms and provisions ofthe related Variable Rate Reimbursement Agreement, and the City Clerk is hereby authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of any changes or revisions therein. The interest rate payable on any such Variable Rate Reimbursement Note shall not exceed eighteen percent (18%) per annum (including the recovery by the financial institution providing the related Variable Rate Credit Facility of any amounts otherwise not payable to such financial institution solely as a result ofthe interest rate limit set forth in the related Variable Rate Reimbursement Note, any interest to be so recovered to be determined at an interest rate not to exceed twenty-five percent (25%) per annum, and the maturity of any obligation thereunder shall not be greater than ten (10) years from the date of the related advance (subject to extension and renewal as therein provided). The maximum annual fee payable to any financial institution under a Variable Rate Reimbursement Agreement shall not exceed two percent (2%) of the stated amount ofthe related Variable Rate Credit Facility (and any unused capacity thereunder).
REPORTS OF COMMITTEES
The obligations of the City under each Variable Rate Reimbursement Agreement and under each Variable Rate Reimbursement Note shall constitute direct and general obligations of the City and may be payable from any funds legally available and annually appropriated for such purpose. The City hereby covenants and agrees to take all necessary action to annually appropriate funds in a timely manner so as to provide for the making of all payments due under any Variable Rate Reimbursement Agreement and under each Variable Rate Reimbursement Note; provided however, that in no event shall the City be obligated to levy any separate ad valorem or other tax in addition to other City taxes or any special ad valorem tax or other tax unlimited as to rate or amount to pay any amount due under any Variable Rate Reimbursement Agreement or the principal of, redemption premium on, or interest on any Variable Rate Reimbursement Note.
The Chief Financial Officer is hereby authorized to designate one (1) or more financial institutions to provide a Variable Rate Credit Facility with respect to each series of Variable Rate Securities. Nothing contained herein shall limit or restrict the Chief Financial Officer's ability (i) to appoint separate financial institutions to issue separate Variable Rate Credit Facilities; (ii) to appoint more than one (1) financial institution to issue a single Variable Rate Credit Facility; or (iii) to replace or extend any Variable Rate Credit Facility.
SECTION 17. Remarketing Agreements. The Mayor or the Chief Financial Officer is hereby authorized to execute and deliver one (1) or more remarketing agreements (each a "Remarketing Agreement") relating to Auction Rate Securities and Variable Rate Securities in substantially the form previously used for variable rate financings of the City with such appropriate revisions in text as the Chief Financial Officer shall determine as necessary and desirable, and the City Clerk is hereby authorized to attest the same and to affix thereto the corporate seal of the City or a facsimile thereof. The Mayor or the Chief Financial Officer is hereby delegated the authority to appoint a Remarketing Agent with respect to each series of Auction Rate Securities and each series of Variable Rate Securities in the manner provided in the related Indenture.
SECTION 18. The Line Of Credit Program, (a) The Mayor or the Chief Financial Officer is hereby authorized to execute and deliver one (1) or more line of credit agreements (each, a "Line of Credit Agreement") with commercial banks and other financial institutions and in the form customarily used to provide borrowers with a revolving line of credit to meet their need for working capital and with such terms and provisions as the Chief Financial Officer shall determine to be in the best interest of the City. The City Clerk is authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of each such Line of Credit Agreement.
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To evidence borrowings under each Line of Credit Agreement, the City is authorized to issue from time to time one (1) or more Line of Credit Notes, each to be designated "Line of Credit Note". Each Line of Credit Note shall bear interest from its date at a rate or rates not in excess of eighteen percent (18%) per annum. The Line of Credit Notes may be issued as notes the interest on which is not includable in gross income for federal income tax purposes or, if so determined by the Chief Financial Officer at the time of issuance of the Line of Credit Notes, as notes the interest on which is includable in gross income for federal income tax purposes.
The Line of Credit Notes shall be executed on behalf of the City with the manual or facsimile signature of the Mayor of the City, and shall be attested with the manual or facsimile signature of the City Clerk, and shall have impressed or imprinted thereon the official seal ofthe City (or a facsimile thereof). In case any officer of the City whose signature or facsimile signature shall appear on the Line of Credit Notes shall cease to be such officer before the delivery of such Line of Credit Notes, such signature or facsimile signature thereof shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until delivery.
To evidence the exercise of the authority delegated to the Mayor or the Chief Financial Officer by this ordinance, the Mayor or the Chief Financial Officer, as the case may be, is hereby directed to execute and file with the City Clerk in connection with the initial borrowing'under any Line of Credit Agreement, a copy of such Line of Credit Agreement and a certificate setting forth the determinations made pursuant to the authority granted herein, which certificate shall constitute conclusive evidence of the proper exercise by them of such authority. Upon the filing of such Line of Credit Agreement and such certificate, the City Clerk shall direct a copy of such filing to the City Council.
SECTION 19. Continuing Appropriation. This ordinance constitutes a continuing appropriation from legally available funds ofthe City ofthe monies that may be required from time to time to provide for the punctual payment of (i) the principal of, interest on and any redemption premium on, the Authorized Debt, (ii) the principal of, interest on and redemption premium on, any C.P. Reimbursement Note, any Auction Rate Reimbursement Note and any Variable Rate Reimbursement Note, and (iii) the program expenses of the Borrowing Plan. Such continuing appropriation shall be and remain in full force and effect without any further action by the City Council. Nothing contained in this ordinance shall obligate the City to levy any separate ad valorem or other tax in addition to other City taxes or any special ad valorem or other tax unlimited as to rate or amount to fund the continuing appropriation provided for in this section.
REPORTS OF COMMITTEES
SECTION 20. Offering Documents. The Chief Financial Officer is hereby authorized to cause to be prepared one (1) or more offering documents (each an "Offering Document") describing each issue of C.P. Notes, Auction Rate Securities or Variable Rate Securities. Each Offering Document shall be in customary form for the applicable Program. The distribution of each such Offering Document to prospective purchasers and the use thereof by the Dealer in connection with the offering of the C.P. Notes and by the underwriters in connection with the offering of the Auction Rate Securities and the Variable Rate Securities is hereby authorized and approved.
SECTION 21. Tax Compliance Agreement. The Mayor or the Chief Financial Officer is hereby authorized to execute and deliver from time to time one (1) or more Tax Compliance Agreements in such form as is customary for similar transactions as determined by bond counsel, and the City Clerk is authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof.
SECTION 22. Forward Supply Contracts. If the Chief Financial Officer determines it to be in the best financial interest of the City, the Chief Financial Officer is authorized to execute and deliver from time to time in the name and on behalf of the City one (1) or more forward supply contracts wjth one (1) or more counterparties selected by the Chief Financial Officer under which contracts such counterparties agree to sell to the City, and the City agrees to purchase from such counterparties, specified securities on specified dates at purchase prices established at the time ofthe execution and delivery ofthe applicable contract. The sources of funds to purchase such securities shall be amounts on hand and available in the funds and accounts created and established under an Indenture or a Line of Credit Agreement. Under no circumstances shall any amounts payable by the City under, or with respect to, any such contract constitute an indebtedness of the City for which its full faith and credit is pledged, but such amounts shall be payable solely from legally available funds of the City.
SECTION 23. Interest Rate Swap And Cap Agreements. If determined by the Chief Financial Officer to be in the best financial interest of the City, the Chief Financial Officer is authorized to execute and deliver from time to time in the name and on behalf of the City one (1) or more agreements or options to enter into agreements with counterparties selected by the Chief Financial Officer, the purpose of which is to manage the City's interest rate exposure with respect to any Authorized Debt or a particular series of Authorized Debt; provided, however, that (a) the stated aggregate notional amount under all such agreements (net of offsetting transactions) at any one (1) time shall not exceed the aggregate principal amount of such Authorized Debt at the time outstanding, (b) any such' agreement to the extent practicable shall be in substantially the form of either the Local Currency — Single Jurisdiction version or the Multicurrency — Cross Border version of the 1992 I.S.D.A. Master Agreement accompanied by the United States Municipal Counterparty Schedule published by the International Swaps and
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Derivatives Association, Inc. ("I.S.D.A.") or any successor form to either published by the I.S.D.A., and in appropriate confirmations of transactions governed by that agreement, with such insertions, completions and modifications thereof as shall be approved by the Chief Financial Officer, his or her execution thereof to constitute conclusive evidence of this City Council's approval of such insertions, completions and modifications, and (c) under no circumstances shall any amounts payable by the City under, or with respect to, any such agreement constitute an indebtedness of the City for which its full faith and credit is pledged, but such amounts shall be payable solely from legally available funds of the City.
SECTION 24. Performance Provisions. The Mayor, the Chief Financial Officer and the City Clerk for and on behalf of the City shall be, and each of them hereby is, authorized and directed to do any and all things necessary to effect the performance of all obligations ofthe City, or to exercise any rights ofthe City, under and pursuant to this ordinance, any Indenture, any Line of Credit Agreement, any C.P. Dealer Agreement, any C.P. Paying Agent Agreement, any CP. Reimbursement Agreement, any Auction Rate Reimbursement Agreement, any Variable Rate Reimbursement Agreement and any Remarketing Agreement, and the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by this ordinance and any Indenture, including, but not limited to, the exercise following the delivery date of any Authorized Debt of any power or authority delegated to such official of the City under this ordinance with respect to the Authorized Debt upon the initial delivery or issuance thereof, but subject to any limitations on or restrictions of such power or authority as herein set forth. The Mayor, the Chief Financial Officer, the City Clerk and other officers, agents and employees of the City are hereby further authorized, empowered and directed, for and on behalf of the City, to execute and deliver all papers, documents, certificates and "other instruments that may be required to carry out the authority conferred by this ordinance and any Indenture, or to evidence said authority.
SECTION 25. Proxies. The Mayor and the Chief Financial Officer may each designate another to act as their respective proxy and to affix their respective signatures to, in the case ofthe Mayor, each Authorized Debt, whether in temporary or definitive form, and to any other instrument, certificate or document required to be signed by the Mayor or the Chief Financial Officer pursuant to this ordinance, any Line of Credit Agreement and any Indenture. In each case, each shall send to the City Council written notice of the person so designated by each, such notice stating the name of the person so selected and identifying the instruments, certificates and documents which such person shall be authorized to sign as proxy for the Mayor and the Chief Financial Officer, respectively. A written signature of
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the Mayor or the Chief Financial Officer, respectively, executed by the person so designated underneath, shall be attached to each notice. Each notice, with signatures attached, shall be recorded in the Journal ofthe Proceedings ofthe City Council and filed with the City Clerk. When the signature ofthe Mayor is placed on an instrument, certificate or document at the direction ofthe Mayor in the specified manner, the same, in all respects, shall be as binding on the City as if signed by the Mayor in person. When the signature ofthe Chief Financial Officer is so affixed to an instrument, certificate or document at the direction of the Chief Financial Officer, the same, in all respects, shall be as binding on the City as if signed by the Chief Financial Officer in person.
SECTION 26. Severability. It is the intention of this City Council that, if any section, paragraph, clause or provision of this ordinance shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, paragraph, clause or provision shall not affect any ofthe remaining provisions hereof.
SECTION 27. Inconsistent Provisions. All ordinances, resolutions, motions or orders in conflict with this ordinance are hereby repealed to the extent of such conflict. No provision of the Municipal Code of Chicago (the "Municipal Code") or violation of any provision of the Municipal Code shall be deemed to impair the validity of this ordinance or the instruments authorized by this ordinance, or to impair the security for or payment ofthe instruments authorized by this ordinance; provided further, however, that the foregoing shall not be deemed to affect the availability of any other remedy or penalty for any violation of any provision of the Municipal Code.
SECTION 28. Effective Date. This ordinance shall take effect immediately upon its passage and approval.
SECTION 29. Reporting Requirement. The Chief Financial Officer shall report to the City Council with respect to the expenditure of the proceeds of any Authorized Debt issued hereunder. Such reports shall be made no later than April 1 and October 1 of each year, commencing October 1, 2002, with respect to expenditures made during the six (6) month period ending on September 1. April 1 reports shall cover expenditures made during the six (6) month period ending on March 1.
Exhibits "A". "B", "C", "D", "E" and "F" referred to in this ordinance read as follows:
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Exhibit "A". (To Ordinance)
Trust Indenture
Between City Of Chicago And
As Trustee
Dated As Of 1, 2002
Relating To City Of Chicago Commercial Paper Notes 2002 Program
Series A (Tax Exempt) And Series B (Taxable).
THIS TRUST INDENTURE, dated as of 1, 2002 (this
"Indenture"), is by and between the City of Chicago (the "City"), a municipality and a home rule unit of local government duly organized and validly existing under the Constitution and laws of
the State of Illinois, and ¦ (the "Trustee"), a
duly organized, validly existing and authorized to accept the duties and
obligations set out by virtue of the laws of the and having a corporate trust
office located in the City of Chicago, Illinois, as trustee,
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WITNESSETH:
WHEREAS, the City is a home rule unit of local government, duly organized and existing under the laws of the State of Illinois, and in accordance with the provisions of Section 6(a) of Article VTI ofthe 1970 Constitution of the State of Illinois; and
WHEREAS, the City has previously authorized the issuance of an amount outstanding at any one time of not to exceed $20X),000,000 (the "Authorized Amount") of City of Chicago Commercial Paper Notes pursuant to the "CP Note Ordinance" (as hereinafter denned); and
WHEREAS, the City wishes to provide in this Indenture for the issuance from time to time, in an aggregate amount outstanding at any one time not exceeding the Authorized Amount, of its Commercial Paper Notes, as authorized by the CP Note Ordinance, designated as "City of Chicago, Commercial Paper Notes, 2002 Program Series A (Tax Exempt)", and "City of Chicago, Commercial Paper Notes, 2002 Program Series B CTaxable)"; and
WHEREAS, the City wishes to provide in this Indenture that such Commercial Paper Notes (as hereinafter defined) be issued as direct and general obligations of the City payable from any funds of the City legally available and annually appropriated for such purpose and the Trustee is willing to accept the trusts provided in this Indenture;
NOW, THEREFORE, the City and the Trustee agree as follows each for the benefit of the other and/or the benefit of holders of the Commercial Paper Notes secured by this Indenture:
ARTICLE I.
Definitions; General Authorization; Ratification.
Section 1.01. Definitions. The following definitions shall, for all purposes of this Indenture and supplemental hereto, have the meanings herein specified unless the context clearly requires otherwise:
"Advances'' means payments made by the Bank as a result of draws made on the Letter of Credit to pay principal of and/or interest on Commercial Paper Notes.
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"Authenucating Agent" means, with respect to any Series, each person or entity, if any, designated by the City herein or in any Supplemental Indenture to manually sign the certificate of authentication on the Commercial Paper Notes, and its successors and assigns, and any other person or entity which may at any time be substituted for it pursuant hereto. Initially, the Authenticating Agent shall be the Issuing and Paying Agent. .
"Authorized Amount" means $200,000,000; provided that such amount may be issued in one or more Series; and provided, further, that the aggregate amount outstanding under this Indenture at any one time among all Series may not exceed such amount reduced by the outstanding principal amount of "Auction Rate Securities" and "Variable Rate Securities" issued pursuant to the CP Note Ordinance.
"Authorized City Representative" means the Chief Financial Officer of the City or such other officer or employee of the City or other person, which other officer, employee or person has been designated by the City as an Authorized City Representative by written notice delivered by the Chief Financial Officer to the Trustee and the Issuing and Paying Agent.
"Available Moneys" means moneys which are continuously on deposit with the Trustee or the Issuing and Paying Agent in trust for the benefit of the holders of the Commercial Paper Notes in a separate and segregated account in which only Available Moneys are held, which moneys constitute proceeds of (i) the Commercial Paper Notes received contemporaneously with the initial issuance and sale of the Commercial Paper Notes, (ii) a drawing under the Letter of Credit or payments otherwise made under a substitute Letter of Credit, (iii) refunding obligations or other funds for which the Trustee has received a written opinion of nationally recognized counsel experienced in bankruptcy matters and acceptable to an Authorized City Representative and the Rating Agencies to the effect that payment of such moneys to the holders of the Commercial Paper Notes would not constitute an avoidable preference under Section 547 of the United States Bankruptcy Code if the City were to become a debtor under the United States Bankruptcy Code, or (iv) the investment of funds qualifying as Available Moneys under the foregoing clauses.
"Bank" means the issuer of the Letter of Credit then outstanding and effective
hereunder. Initially, the Bank shall be .
"Bank Note" means a note or notes issued by the City pursuant to Section 5.01 hereof and evidencing all or any portion of any unreimbursed Advances made by the Bank and designated as "City of Chicago Bank Notes (2002 Commercial Paper Program) (insert name of Bank)."
"Bank Note Account" means the Bank Note Debt Service Account established pursuant to Section 4.01(b)(3) hereof.
"Bank Note Payment Date" means a date on which principal of or interest on a Bank Note is due and payable, including both scheduled principal and interest and principal and interest payable upon prepayment of a Bank Note.
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"Bank Obligations" means obligations payable to the Bank under the Reimbursement Agreement.
"Bank Rate" shall have the meaning assigned to such term in the Reimbursement Agreement pursuant to which a Bank Note is delivered by the City to the Bank.
"Bond Counsel" means an attorney or firm or firms of attorneys of national recognition selected or employed by the City with knowledge and experience" in the field of municipal finance.
"Business Day" means any day other than (i) a Saturday, Sunday or other day on which commercial banks in New York, New York, Chicago, Illinois, or the city in which is located the office of the Bank at which demands for a draw on the Letter of Credit will be made, are authorized or required by law to close, or (ii) a day on which the New York Stock Exchange is closed.
"City" means the City of Chicago, a municipality and a home rule unit of local government duly organized and validly existing under the Constitution and laws of the State of Illinois.
"Closing Date" means the date on which the Letter of Credit is issued by the Bank.
"Code" means the Internal Revenue Code of 1986, as amended, and the applicable United States Treasury Regulations proposed or in effect with respect thereto.
"Commercial Paper Bank Payment Account" or "Bank Payment Account" means the account by that name established pursuant to Section 4.01(b)(2) hereof.
"Commercial Paper Debt Service Account" or "Debt Service Account" means the account by that name established pursuant to Section 4.01(b)(1) hereof.
"Commercial Paper Notes" or "Notes" means notes of the City with a maturity of not more than 270 days from the date of issuance, and which are authorized to be issued and reissued from time to time under Article n of this Indenture (in the case of the Series A Notes and the Series B Notes).
"Costs of Issuance" means all reasonable costs incurred by the City in connection with the issuance of a Series, including, but not limited to:
counsel fees related to the issuance of such Series (including, but not limited to, bond counsel and the Trustee's counsel);
financial advisor fees incurred in connection with the issuance of such
Series;
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rating agency fees;
the initial fees and expenses of the Trustee and the Issuing and Paying
Agent;
accountant fees related to the issuance of such Series;
printing and publication costs; and
any other fee or cost incurred in connection with the issuance of such Series that constitutes an "issuance cost" within the meaning of Section 147(g) of the Code.
"CP Note Ordinance" means the ordinance adopted by the City Council of the City
on , 2002 authorizing this Indenture and the issuance of the Commercial Paper
Notes.
"Dealer" means ¦ for as long as it is acting as
a dealer for the City with respect to the Notes, or any successor Dealer appointed pursuant to the Dealer Agreement, as approved by the City.
"Dealer Agreement" means the Commercial Paper Dealer Agreement, dated as of
, 2002, between the City and the Dealer, as amended and supplemented from
time to time, and any such agreement with any successor Dealer.
"Debt Service Fund" means the fund by that name established pursuant to Section 4.01(b) hereof.
"Designated Representative" means the Chief Financial Officer ofthe City and if the Chief Financial Officer is not available, the City Comptroller of the City, and any additional individuals designated to complete and deliver Issuance Requests and who have been identified and whose signatures have been certified in a certificate of an Authorized City Representative delivered to the Issuing and Paying Agent.
"DTC" means The Depository Trust Company, as Note Depository for one or more Series of Commercial Paper Notes, and its successors and assigns.
"Event of Default" means any one or more of those events set forth in Section 9.01 hereof, which Event of Default has not been cured.
"Expiration Date" means the date of expiration of the Letter of Credit then in effect (as such date may be extended from time to time).
"Fiscal Year" shall mean the period of time beginning on January 1 and ending on December 31 of each year, or such other similar period as the City designates as the fiscal year of the City.
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"Fitch" means Fitch Ratings, Inc., a corporation organized and existing under the laws of the State of Delaware, and its successors and assigns, and, if such corporation shall no longer perform the functions of a securities rating agency, any other rating agency designated by the City.
"Government Obligations" means (1) United States Obligations (including obligations issued or held in book-entry form), and (2) prerefunded municipal obligations meeting the following conditions: (a) the municipal obligations are not subject to redemption prior to maturity, or the trustee therefor has been given irrevocable instructions concerning their calling and redemption and the issuer thereof has covenanted not to redeem such obligations other than as set forth in such instructions; (b) the municipal obligations are secured by cash and/or United States Obligations, which United States Obligations may be applied only to interest, principal and premium payments of such municipal obligations; (c) the principal of and interest on the United States Obligations (plus any cash in the escrow fund) are sufficient to meet the liabilities of the municipal obligations; (d) the United States Obligations serving as security for the municipal obligations are held by an escrow agent or trustee; (e) the United States Obligations are not available to satisfy any other claims, including those against the trustee or escrow agent; and (f) the municipal obligations are rated in their highest rating category by Moody's and by S&P if S&P then maintains a rating on such obligations.
"Indenture" means this Trust Indenture, dated as of 1, 2002,
between the City and the Trustee, as supplemented and amended from time to time.
"Insolvent" shall be used to describe the Trustee, the Issuing and Paying Agent or any other agent appointed hereunder or the Bank if (a) such person shall have instituted proceedings to be adjudicated a bankrupt or insolvent, shall have consented to the institution of bankruptcy or insolvency proceedings against it, shall have filed a petition or answer or consent seeking reorganization or relief under the United States Bankruptcy Code or any other similar applicable Federal or state law, or shall have consented to the filing of any such petition or to the appointment of a receiver, liquidator, assignee, trustee or sequestrator or other similar official of itself or of any substantial part of its property, or shall fail to timely controvert an involuntary petition filed against it under the United States Bankruptcy Code, or shall consent to the entry of an order for relief under the United States Bankruptcy Code or shall make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due; or (b) a decree or order by a court having jurisdiction in the premises adjudging such person as bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of such person under the United States Bankruptcy Code or any other similar applicable Federal or state law or for relief under the United States Bankruptcy Code after an involuntary petition has been filed against such person, or appointing a receiver, liquidator, assignee, trustee or sequestrator or other similar official of such person or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, shall have been entered and shall have continued unabated and in effect for a period of 90 consecutive days.
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"Investment Agreement" means an investment agreement or guaranteed investment contract with entities which maintain the following credit and collateral requirements: (a) if a corporation, they are initially rated "Aaa" by Moody's and "AAA" by S&P, if a domestic bank, they are initially rated Thomson "B/C" or better, and if a foreign bank, they are initially rated Thomson "B" or better, (b) if credit quality reaches Moody's "Aa3" or S&P "AA" for corporations, Thomson "B/C" for domestic banks, and Thomson "B" for foreign banks, the provider thereof (1) will respond with adequate collateralization within ten (10) business days, (2) will value assets weekly, and (3) will present collateral at 102% on Government Obligations and 105% on obligations described in item (2) of the definition of Permitted Investments; (c) the provider thereof must maintain minimum credit quality of Moody's "A2" or S&P "A" for corporations, Thomson "C" for domestic banks, or Thomson "B/C" for foreign banks; and (d) the investment agreement will be terminated if credit ratings reach Moody's "A3" or S&P "A-" for corporations, Thomson "C/D" for domestic banks and Thomson "C" for foreign banks.
"Issuance Request" means a request made by the City, acting through a Designated Representative, to the Issuing and Paying Agent for the delivery of a Commercial Paper Note or Commercial Paper Notes.
"Issuing and Paving Agent" means , Chicago,
Illinois, or any successor or assigns permitted under the Issuing and Paying Agent Agreement or any other Issuing and Paying Agent which is appointed by the City and has entered into an Issuing and Paying Agent Agreement.
"Issuing and Paving Agent Agreement" means the Issuing and Paying Agent
Agreement, dated as of 1,2002, between the City and the Issuing and Paying
Agent, and any and all modifications, alterations, amendments and supplements thereto, or any other Issuing and Paying Agent Agreement entered into by the City and the Issuing and Paying Agent with respect to the Commercial Paper Notes.
"Letter of Credit" means the irrevocable, transferrable, direct-pay letter of credit issued by the Bank for the benefit of the Issuing and Paying Agent on or prior to the date of issuance of tbe first Commercial Paper Note, together with any substitute irrevocable, transferrable, direct-pay letter of credit accepted by the Issuing and Paying Agent as provided in Section 10.01 hereof; provided that at no time shall more than one letter of credit secure the Outstanding Commercial Paper Notes.
"Maximum Rate" means percent ( %) per annum.
"Moody's" means Moody's Investors Service, a corporation existing under the laws of the State of Delaware, its successors and assigns, and, if such corporation shall no longer perform the functions of a securities rating agency, any other nationally recognized rating agency designated by the City.
"No-Issuance Notice" shall have the meaning assigned thereto in a Reimbursement
Agreement.
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"Nominee" means the nominee of the Note Depository as determined from time to time in accordance with this Indenture or any Supplemental Indenture for any one or more Series of Commercial Paper Notes. '
"Note Depository" means the securities depository for a Series of Commercial Paper Notes appointed as such pursuant to Section 2.05 hereof, and its successors and assigns.
"Noteholder." "holder." "owner" or "registered owner" means the person in whose name any Note or Notes are registered on the books maintained by the Registrar or Trustee.
"Note Proceeds" means proceeds of the sale of the Commercial Paper Notes or any moneys, securities or other obligations that may be deemed to be proceeds of the Commercial Paper Notes within the meaning of the Code.
"Outstanding" when used with respect to Notes shall mean all Notes which have been authenticated and delivered under this Indenture, except:
Notes cancelled or purchased by the Issuing and Paying Agent for cancellation or delivered to or acquired by the Issuing and Paying Agent for cancellation and, in all cases, with the intent to extinguish the debt represented thereby;
Notes in lieu of which other Notes have been authenticated under Section 2.07, 2.08 or 2.09 hereof;
Notes that have become due (at maturity or on redemption, acceleration or otherwise) and for the payment of which sufficient moneys, including interest accrued to the due date, are held by the Issuing and Paying Agent or Trustee;
Notes which, under the terms of this Indenture, are deemed to be no longer Outstanding; and
for purposes of any consent or other action to be taken by the holders of a specified percentage of Notes under this Indenture, Notes held by or for the account of the City or by any person controlling, controlled by or under common control with the City.
"Permitted Investments" shall mean any of the following:
(1) Government Obligations;
(2) ' obligations, debentures, notes or other evidences of indebtedness issued or
guaranteed by any of the following instrumentalities or agencies of the United States of America:
Federal Home Loan Bank System; Export-Import Bank of the United States; Federal Financing
Bank; Government National Mortgage Association; Fannie Mae, Student Loan Marketing
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Association; Federal Farm Credit Bureau; Farmers Home Administration; Federal Home Loan Mortgage Corporation; and Federal Housing Achninistration;
direct and general long-term obligations of any state, which obligations are rated in either of the two highest rating categories by Moody's and by S&P, if S&P then maintains a rating on such obligations;
direct and general short-term obligations of any state which obligations are rated in the highest rating category by Moody's and by S&P, if S&P then maintains a rating on .such obligations;
interest-bearing demand or time deposits (including certificates of deposit) or interests in money market portfolios issued by state banks or trust companies or national banking associations that are members of the Federal Deposit Insurance Corporation ("FDIC"), which deposits or interests must either be (a) continuously and fully insured by FDIC and with banks that are rated at least * P-l" or "Aa" by Moody's and at least "A-1" or "AA" by S&P, if such banks are then rated by S&P, or (b) fully secured by United States Obligations (i) which are valued not less frequently than monthly and have a fair market value, exclusive of accrued interest, at least equal to the principal amount of the deposits or interests, (ii) held by the Trustee (who shall not be the provider of the collateral) or by any Federal Reserve Bank or depositary acceptable to the Trustee, (hi) subject to a perfected first lien in the Trustee, and (iv) free and clear from all third-party liens;
long-term or medium-term corporate debt guaranteed by any corporation that is rated by both Moody's and S&P in either of their two highest rating categories;
repurchase agreements which are (a) entered into with banks or trust companies organized under state law, national banking associations, insurance companies or government bond dealers reporting to, trading with and recognized as a primary dealer by the Federal Reserve Bank of New York, and which either arc members of the Security Investors Protection Corporation or with a dealer or parent holding company that has an investment grade rating from Moody's and S&P, if S&P then maintain*; a rating of such institution, and (b) fully secured by investments specified in Section (1) or (2) of this definition of Permitted Investments (i) which are valued not less frequently than monthly and have a fair market value, exclusive of accrued interest, at least equal to the amount invested in the repurchase agreements, (ii) held by the Trustee (who shall not be the provider of the collateral) or by any Federal Reserve Bank or a depository acceptable to the Trustee, (iii) subject to a perfected first lien in the Trustee, and (iv) free and clear from all third-party liens;
prime commercial paper of a United States corporation, finance company or banking institution rated at least "P-l" by Moody's and at least "A-1" by S&P, if S&P then maintains a rating on such paper;
shares of a diversified open-end management investment company (as defined in the Investment Company Act of 1940, as amended) or shares in a regulated investment
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company (as defined in Section 851(a) of the Code) that is (a) a money market fund that has been rated in one of the two highest rating categories by Moody's or S&P, or (b) a money market fund or account of the Trustee or any state or Federal bank that is rated at least "P-l" or "Aa" by Moody's, if Moody's then maintains a rating on such bank, and at least "A-1" or "AA" by S&P, if S&P then maintains a rating on such bank, or whose one bank holding company parent is rated at least "P-l" or "Aa" by Moody's, if Moody's then maintains a rating on such holding company, and "A-1" or " AA" by S&P, if S&P then maintains a rating on such holding company, or that has a combined capital and surplus of not less than $50,000,000;
Investment Agreements; and
any other type of investment in which the City directs the Trustee to invest, provided that there is delivered to the Trustee a certificate of an Authorized City Representative stating that each of the Rating Agencies then maintaining a rating on the Series has been informed of the proposal to invest in such investment and each of such Rating Agencies has confirmed that such investment will not adversely affect the rating then assigned by such Rating Agency to any Series.
"Person" means an individual, a corporation (including a limited liability company), a partnership (including a limited partnership), an association, a trust or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.
"Principal Office" means the principal office of the Issuing and Paying Agent for purposes of performing its duties under this Indenture, which principal office has been designated in writing by the Issuing and Paying Agent to an Authorized City Representative.
"Proceeds Fund" means the fund by that name established pursuant to Section 4.01(a) hereof.
"Project or Purpose" means any undertaking or purpose listed or otherwise described in a Tax Certificate of the City, as from time to time amended, as being financed or refinanced in whole or in part with the proceeds of the Notes, including working capital and capital projects.
"Rating Agency" means, as long as it is rating a Series, (i) Standard & Poor's, (ii) Fitch, (iii) Moody's, or (iv) any other nationally recognized credit rating agency specified in a Supplemental Indenture.
"Rebate Fund" means any fund required to be maintained by the City pursuant to a Tax Certificate in connection with the issuance of the Notes or any Series of Notes for the purpose of complying with the Code, and providing for the collection and holding for and payment of amounts to the United States of America.
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"Registrar" means, with respect to any Series, each person or entity, if any, designated by the City herein or in a Supplemental Indenture to keep a register of any Series and of the transfer and exchange of the Notes comprising such Series, and its successors and assigns, and any other person or entity which may at any time be substituted for it pursuant hereto.
"Reimbursement Agreement" means the Reimbursement Agreement, dated as of
1, 2002, pursuant to which the Letter of Credit is issued and any and all
modifications, alterations, amendments and supplements thereto, and any similar document entered into with respect to the delivery of a substitute Letter of Credit.
"Representation Letter" means the Blanket Issuer Letter of Representations from the City to DTC with respect to a Series.
"Responsible Officer" means an officer or assistant officer of the Trustee assigned by the Trustee to administer this Indenture.
"Series" means a series1 of Commercial Paper Notes issued pursuant to this Indenture (e.g., Series A Notes or Series B Notes); each series of Commercial Paper Notes, when aggregated with all Outstanding Commercial Paper Notes of other series, may be in an aggregate amount up to the full Authorized Amount regardless of when or whether issued.
"Series A Notes" means the City of Chicago, Commercial Paper Notes, 2002 Program Series A (Tax Exempt), issued under this Indenture.
"Series A Project or Purpose" means any undertaking or purpose listed or otherwise described in a Tax Certificate of the City as being financed or refinanced in whole or in part with the proceeds of Series A Notes, including working capital and capital projects.
"Series B Notes" means the City of Chicago, Commercial Paper Notes, 2002 Program Series B (Taxable), issued under and secured by this Indenture.
"Series B Project or Purpose" means any undertaking or purpose listed or otherwise described in a certificate of the City, being financed or refinanced in whole or in part with the proceeds of the Series B Notes, including working capital and capital projects.
"Standard & Poor's" or "S & P" means Standard & Poor's, A Division of The McGraw-Hill Companies, Inc., a corporation organized and existing under the laws of the State of New York, and its successors and assigns, and, if such corporation shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the City.
"State" means the State of Illinois.
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"Stated Amount" means, with respect to a Letter of Credit, the amount available . to be drawn under the Letter of Credit for payment of principal of and interest on Commercial Paper Notes issued hereunder.
"Supplemental Indenture" means any document supplementing or amending this Indenture and entered into as provided in Article XI of this Indenture.
"Tax Certificate" means a certificate, as amended from time to time, executed and delivered on behalf of the City by a Designated Representative on the date upon which Series A Notes are initially issued and delivered, or any functionally equivalent certificate subsequently executed and delivered on behalf of the City by a Designated Representative with respect to the requirements of Section 148 (or any successor section) of the Code relating to the Series A Notes.
"Terrnination Date" means the sixteenth (16th) day prior to the Expiration Date.
"Trustee" shall mean the entity named as such in the heading of this Indenture until a successor replaces it and, thereafter, means such successor.
"United States Obligations" means direct and general obligations of the United States of America, or obligations that are unconditionally guaranteed as to principal and interest by the United States of America, including, with respect only to direct and general obligations and not to guaranteed obligations, evidences of ownership of proportionate interests in future interest and/or principal payments of such obligations, provided that investments in such proportionate interests must be limited to circumstances wherein (1) a bank or trust company acts as custodian and holds the underlying United States Obligations; (2) the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor of the underlying United States Obligations; and (3) the underlying United States Obligations are held in a special account separate from the custodian's general assets and are not available to satisfy any claim of the custodian, any person claiming through the custodian or any person to whom the custodian may be obligated.
Section 1.02. General Authorization. The appropriate officers, agents and employees of the City are each hereby authorized and directed, for and in the name and on behalf of the City, to take all actions and to make and execute any and all certificates, requisitions, agreements, notices, consents, warrants and other documents, which they, or any of them, deem necessary or appropriate in order to consummate the lawful issuance, sale and delivery of one or more Series of Commercial Paper Notes or Bank Notes in accordance with the provisions hereof.
Section 1.03. Interpretation. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Indenture, and the words "herein," "hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or subdivision hereof.
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ARTICLE IL The Commercial Paper Notes-Section 2.01. Authorized Amount of Commercial Paper Notes; Terms and Description of Commercial Paper Notes. No Commercial Paper Notes may be issued under the provisions of this Indenture except in accordance with this Article.
The City hereby authorizes the issuance of its Notes to be designated (i) "City of Chicago, Commercial Paper Notes, 2002 Program Series A (Tax Exempt)", and (ii) "City of Chicago, Commercial Paper Notes, 2002 Program Series B (Taxable)", subject to the provisions of this Section and as hereinafter provided. The Series A Notes shall be issued from time to time as provided herein to finance and refinance the cost of Series A Projects or Purposes; and the Series B Notes shall be issued from time to time as provided herein to finance and refinance the cost of Series B Projects or Purposes. Proceeds of Commercial Paper Notes issued to refinance other Commercial Paper Notes may be used to pay or to reimburse the Bank for Advances used to pay principal or interest due on such maturing Commercial Paper Notes; provided, however, that proceeds of Series A Notes may only be used to pay or to reimburse the Bank for Advances used to pay principal or interest due on Series A Notes, and proceeds of Series B Notes may only be used to pay or to reimburse the Bank for Advances used to pay principal or interest due on Series B Notes. Such authorization specifically includes the authorization
' to issue and reissue Commercial Paper Notes for such purposes. The aggregate principal amount of Commercial Paper Notes that may be Outstanding at any one time hereunder shall not exceed the Authorized Amount. The aggregate amount of principal and interest payable on the Outstanding Commercial Paper Notes shall not exceed the amount available to be drawn under the Letter of Credit.
The Commercial Paper Notes shall be dated the date of their respective authentication and issuance; shall be issued in bearer or registered form, as shall be determined by the Designated Representative, shall be issued in denominations of $100,000 and integral multiples of $1,000 in excess thereof. Commercial Paper Notes shall bear interest from their respective dated dates, payable on their respective maturity dates.
Series A Notes (i) shall bear interest payable at maturity at an annual rate (calculated on the basis of a year consisting of 365/366 days and actual number of days elapsed), which shall not in any event exceed the Maximum Rate, (ii) shall mature on a Business Day not more than 270 days after their respective dated dates, but in no event later than the related Termination Date, and (iii) shall be sold by the Dealer pursuant to a Dealer Agreement at a price of not less than 100% of the principal amount thereof. Series B Notes (i) shall bear interest payable at maturity at an annual rate (calculated on the basis of a year consisting of 360 days and actual number of days elapsed), which shall not in any event exceed the Maximum Rate, (ii) shall mature on a Business Day not more than 270 days after their dated dates, but in no event later than the related Tennination
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Date, and (iii) shall be sold by the Dealer pursuant to a Dealer Agreement at a price of not less than 100% of the principal amount thereof. The stated interest rate or yield, maturity date and other terms of the Commercial Paper Notes, as long as not inconsistent with the terms of this Indenture, shall be as set forth in the Issuance Request required by Section 2.06 hereof directing the issuance of Commercial Paper Notes.
The Commercial Paper Notes shall not be subject to redemption prior to maturity.
The Series A Notes and the Series B Notes shall be numbered in such manner as the Issuing and Paying Agent may deem appropriate.
Commercial Paper Notes which are issued to finance or refinance Series A Projects or Purposes shall be designated as Series A Notes. Commercial Paper Notes which are issued to finance or refinance Series B Projects or Purposes shall be designated as Series B Notes.
Section 2.02. Payment. The City covenants to duly and punctually pay or cause to be paid, the principal of and interest on each and every Commercial Paper Note when due. To the extent Advances made by the Bank for the purpose of paying principal of and interest on maturing Commercial Paper Notes, together with Note Proceeds from Commercial Paper Notes issued on such date, are insufficient to pay principal of and interest on maturing Commercial Paper Notes, the City will make all payments of principal and interest directly to the Issuing and Paying Agent in immediately available funds on or prior to 1:15 p.m., Chicago, Illinois time, on the date payment is due on any Commercial Paper Note. To the extent principal of and/or interest on Commercial Paper Notes is paid with an Advance, the Issuing and Paying Agent is authorized and directed to use amounts paid by the City to reimburse the Bank. The principal of and the interest on the Commercial Paper Notes shall be paid in Federal or other immediately available funds in such coin or currency of the United States of America as, at the respective times of payment, is legal tender for the payment of public and private debts.
The principal of and the interest on the Commercial Paper Notes shall be payable at tbe Principal Office of the Issuing and Paying Agent on or before the close of business on any Business Day upon which such Commercial Paper Notes have become due and payable, provided that such Commercial Paper Notes are presented and surrendered on a timely basis. Upon presentation of such a Commercial Paper Note to the Issuing and Paying Agent no later than 2:00 p.m. (Chicago, Illinois time) on a Business Day, payment for such Commercial Paper Note shall be made by the Issuing and Paying Agent in immediately available funds on such Business Day. If a Commercial Paper Note is presented for payment after 2:00 p.m. (Chicago, Blinois time) on a Business Day, payment therefor may be made by the Issuing and Paying Agent on the next succeeding Business Day without the accrual of additional interest thereon.
Notwithstanding the provisions of the previous paragraph, in the event the Notes are issued as a master note or master notes in book-entry form, they shall be payable at maturity
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without physical presentation or surrender in accordance with the procedures of the Note Depository.
Section 2.03. Execution and Authentication of Commercial Paper Notes; limited Obligation. The Notes, in certificated form, will be signed for the City as provided in the CP Note Ordinance. In case any officer whose signature or whose facsimile signature shall appear on any Notes shall cease to be such officer before the authentication of such Notes, such signature or the facsimile signature thereof shall, nevertheless, be valid and sufficient for all purposes the same as if he or she had remained in office until authentication. Also, if a person signing a Note is the proper officer on the actual date of execution, the Note will be vahd even if that person is not the proper officer on the nominal date of action and even though, at the date of this Indenture, such person was not such officer.
The Issuing and Paying Agent is, by this Indenture, designated by the City as the Aumenticating Agent and Registrar for the Commercial Paper Notes in accordance with the terms of Section 7.01 hereof. Notwithstanding anything herein to the contrary, the Issuing and Paying Agent shall not authenticate Commercial Paper Notes which mature later than the Termination Date, and the Issuing and Paying Agent shall not authenticate Commercial Paper Notes if an Event of Default then exists of which it has actual knowledge or the Issuing and Paying Agent has received a No-Issuance Notice from the Bank.
If any Commercial Paper Notes are to be issued in bearer form, the City shall from time to time furnish the Issuing and Paying Agent with an adequate supply of Commercial Paper Notes, each of which shall have attached such number of copies as the Issuing and Paying Agent shall reasonably specify. When any Commercial Paper Notes are delivered to the Issuing and Paying Agent by the City, the Issuing and Paying Agent shall execute and deliver to the City a receipt therefor and shall hold such Commercial Paper Notes for the account of the City in safekeeping in accordance with its customary practice.
Section 2.04. Forms of Commercial Paper Notes and Authentication Certificate. The definitive Series A Notes and Series B Notes and the Certificate of Authentication endorsed thereon shall be substantially in the form set forth ir Exhibit A attached hereto and made a part hereof, with such appropriate variations, omissions and insertions as shall be required or appropriate in order to accomplish the purposes ofthe transactions authorized by this Indenture.
Section 2.05. Book-Entry System. Unless an Authorized City Representative or his designee deterrnines that a Series of Commercial Paper Notes shall be issued in bearer form or registered form other than in book-entry form, the Commercial Paper Notes shall initially be issued in book-entry form as further provided in this Section.
(a) The Notes issued pursuant to this Indenture shall initially be issued in the form of a separate single fully-registered Note for each Series of the Commercial Paper Notes. Except as provided in subsection (c) of this Section, all of the Commercial Paper Notes shall be registered in the name of the Nominee. Notwithstanding any provision to
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the contrary in Section 2.06, as long as the Notes remain in the form of one or more master notes in book-entry form, the issuance of Notes pursuant to an Issuance Request against payment therefor shall not require the physical delivery of note certificates.
The Trustee, the Issuing and Paying Agent and the City may treat the registered owner of each Note as the sole and exclusive owner thereof for the purposes of payment of the principal of or interest on the Series of Notes to which such Note belongs, giving any notice permitted or required to be given to Noteholders hereunder, registering the transfer of Notes, obtaining any consent or other action to be taken by Noteholders, and for all other purposes whatsoever, and neither the Trustee, the Issuing and Paying Agent nor the City shall be affected by any notice to the contrary.
Neither the Trustee, the Issuing and Paying Agent nor the City shall have any responsibility or obligation to any participant in the Note Depository (a "Participant"), any person claiming a beneficial ownership interest in the Commercial Paper Notes under or through the Note Depository or any Participant, or any other person who is not shown on the registration books as being a Noteholder, with respect to (i) the accuracy of any records maintained by the Note Depository or any Participant; (ii) the payment by the Note Depository or any Participant of any amount in respect of the principal of or interest on the Commercial Paper Notes; (iii) the delivery of any notice which is permitted or required to be given to Noteholders hereunder; (iv) any consent given or other action taken by the Note Depository as Noteholder; or (v) any other purpose.
The Issuing and Paying Agent shall pay all principal of and interest on the Commercial Paper Notes only to or upon the order of the Note Depository, and all such payments shall be valid and effective to fully satisfy and discharge the City's obligations with respect to the payment of the principal of and interest on the Commercial Paper Notes to the extent of the sum or sums so paid. Upon delivery by the Note Depository to the Issuing and Paying Agent of written notice to the effect that the Note Depository has determined to substitute a new Nominee in place of the current Nominee, and subject to the provisions herein with respect to record dates, the word Nominee in this Article shall refer to such new Nominee.
In order to cpalify each Series of Commercial Paper Notes for the Note Depository's book-entry system, an Authorized City Representative is hereby authorized to execute, seal, countersign and deliver on behalf of the City to the Note Depository for each Series of Commercial Paper Notes, a Representation Letter from an Authorized City Representative representing such matters as shall be necessary to so qualify the Commercial Paper Notes. The execution and delivery of the Representation Letter shall not in any way limit the provisions of this Section or in any other way impose upon the City any1 obligation whatsoever with respect to persons having beneficial ownership interests in the Commercial Paper Notes other than the Noteholders.
(1) The Note Depository may determine to discontinue providing its services with respect to a Series of Commercial Paper Notes at any time by giving
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reasonable written notice to an Authorized City Representative, the Trustee and the Issuing and Paying Agent, and by discharging its responsibilities with respect thereto under applicable law.
An Authorized City Representative, exercising the sole discretion of the City and without the consent of any other person, may terminate, upon provision of notice to the Note Depository, the Trustee and the Issuing and Paying Agent, the services ofthe Note Depository with respect to a Series of Commercial Paper Notes if the Authorized City Representative determines, on behalf of the City, that the continuation of the system of book-entry only transfers through the Note Depository (or a successor securities depository) is not in the best interests ofthe owners of a Series of Commercial Paper Notes or is burdensome to the City, and shall terminate the services of the Note Depository with respect to a Series of Commercial Paper Notes upon receipt by the City, the Trustee and the Issuing and Paying Agent of written notice from the Note Depository to the effect that the Note Depository has received written notice from Direct Participants (as defined in the Representation Letter) having interests, as shown in the records of the Note Depository, in an aggregate principal amount of not less than fifty percent (50%) of the aggregate principal amount of the then outstanding Commercial Paper Notes to the effect that: (i) the Note Depository is unable to discharge its responsibilities with respect to such Series of Commercial Paper Notes, or (ii) a continuation of the requirement that all of the outstanding Notes be registered in the registration books kept by the Issuing and Paying Agent in the name of the Nominee of the Note Depository, is not in the best interest of the Noteholders of such Series of Commercial Paper Notes.
Upon the termination of the services of the Note Depository with respect to a Series of Commercial Paper Notes pursuant to subsection (c)(1) or
(c) (2) hereof, after which no substitute Note Depository willing to undertake the
functions ofthe Note Depository hereunder can be found or which, in the opinion
of the City, is willing and able to undertake such functions upon reasonable and
customary terms, a Series of Commercial Paper Notes shall no longer be restricted
to being registered in the registration books kept by the Note Registrar in the name
of the Nominee of the Note Depository. In such event, the City shall issue and the
Issuing and Paying Agent shall transfer and exchange Note certificates as requested
by the Note Depository or Direct Participants of like principal amount, Series and
maturity, in denorninations of $100,000 and integral multiples of $1,000 in excess
thereof, to the identifiable Noteholder in replacement of such Noteholder's
beneficial interests in a Series of Commercial Paper Notes.
(d) Notwithstanding any provision hereof to the contrary, as long as the
Commercial Paper Notes of any Series are registered in the name of the Nominee, all
payments with respect to principal of and interest on the Commercial Paper Notes of such
Series and all notices with respect to the.Commercial Paper Notes of such Series shall be
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made and given, respectively, as provided in the Representation Letter for the related Series of Notes or as otherwise instructed by the Note Depository.
(e) The initial Note Depository with respect to each Series of Commercial Paper Notes shall be DTC. The initial Nominee with respect to each Series of Commercial Paper Notes shall be CEDE & CO., as nominee of DTC.
Section 2.06. Conditions Precedent to Delivery of Commercial Paper Notes.
Prior to the issuance of the first Commercial Paper Notes hereunder, Commercial Paper Notes of each initial Series shall be executed on behalf of the City and delivered to the Issuing and Paying Agent, who shall hold such Commercial Paper Notes unauthenticated in safekeeping for the City. Subject to the provisions of Sections 2.01 and 2.05 hereof, and paragraphs (0 and (g) of this Section, at any time and from time to time prior to the Termination Date, Commercial Paper Notes shall be manually authenticated and delivered by the Issuing and Paying Agent for the consideration and in the manner hereinafter provided, but only upon receipt by the Issuing and Paying Agent of an Issuance Request, no later than 11:30 a.m. (Chicago, Illinois time) on the Business Day on which Commercial Paper Notes are to be delivered, directing the Issuing and Paying Agent to authenticate the Commercial Paper Notes referred to therein and to deliver the same to or upon the order of the Dealer. Each Issuance Request shall include: (i) the principal amount and date of each Commercial Paper Note then to be delivered; (ii) the rate and amount of interest thereon; (iii) the maturity date thereof; and (iv) the Series designation thereof. No later than 1:30 p.m. (Chicago, Illinois time) on each Business Day on which the City proposes to issue Commercial Paper Notes, the Dealer shall report to the City each transaction made with or arranged by it or shall notify the City and the Issuing and Paying Agent of the difference, if any, between the amount of maturing Notes of a Series and the amount of Notes of a Series which the Dealer has arranged to sell or has agreed to purchase.
Upon receipt of such Issuance Request (which may be transmitted by mail, telecopy or other electronic communications method, or by telephone, promptly confirmed in writing by 1:00 p.m. Chicago, Illinois time), the Issuing and Paying Agent shall, by 2:00 p.m. (Chicago, Illinois time) on such day, complete each Series A Note and each Series B Note then to be delivered as to amount, date, maturity date, interest rate and interest amount specified in such Issuance Request, and deliver each such Commercial Paper Note to or upon the order of the Dealer upon receipt of payment therefor; provided, however, that no such Commercial Paper Notes shall be delivered by the Issuing and Paying Agent if such delivery would cause (a) the sum of the aggregate principal amount of Commercial Paper Notes Outstanding to exceed the Authorized Amount, or (b) the aggregate principal amount of Commercial Paper Notes described in each Issuance Request (together with the interest thereon), plus the aggregate principal amount of all Commercial Paper Notes then Outstanding (together with the interest thereon), less the aggregate principal amount of any of the then Outstanding Commercial Paper Notes to be retired concurrently with the issuance ofthe Commercial Paper Notes described in the Issuance Request (including interest thereon), to exceed the amount available to be drawn under the Letter of Credit. Notwithstanding any provision herein to the contrary, no such Commercial Paper Notes of any Series shall be delivered by the Issuing and Paying Agent if (A) it shall have received
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notice from an Authorized City Representative directing the Issuing and Paying Agent to cease aumenticating and delivering Commercial Paper Notes until such time as such direction is withdrawn by similar notice, (B) it shall have actual knowledge that an Event of Default shall have occurred and be continuing, (C) it shall have received notice from Bond Counsel that its opinion regarding the exclusion of interest on the Notes of such issue or Series (issued as tax-exempt Notes) from gross income for Federal income tax purposes of the holders thereof is being withdrawn, (D) the maturity date of such Commercial Paper Notes would extend beyond the related Termination Date, or (E) the Trustee and the Issuing and Paying Agent shall have received a No-Issuance Notice from the Bank. If an Issuance Request is received after 11:30 a.m. (Chicago, Illinois time) on a given day, the Issuing and Paying Agent shall not be obligated to deliver the requested Commercial Paper Notes until the next succeeding Business Day.
The City shall, upon a change in the identity of any Designated Representative, provide a Certificate for each new Designated Representative to the Issuing and Paying Agent.
A copy of each Commercial Paper Note authenticated in bearer form by the Issuing and Paying Agent shall be promptly transmitted by facsimile and thereafter mailed by first class United States mail, postage prepaid, to the City and the Trustee by the Issuing and Paying Agent. The Issuing and Paying Agent shall furnish the City with such additional information with respect to the carrying out of its duties hereunder as the City from time to time shall reasonably request.
In addition to the Issuance Request described above in this Section, and as a further condition to the issuance of any Commercial Paper Notes, the Designated Representative shall certify to or instruct, for and on behalf of the City, the Issuing and Paying Agent that, as of the date of delivery of such Commercial Paper Notes, (i) the Letter of Credit is in full force and effect; (ii) after the issuance of such Commercial Paper Notes and the application of the proceeds thereof, the sum of the aggregate principal amount of Commercial Paper Notes Outstanding will not exceed the Authorized Amount; (iii) the sum ofthe aggregate principal amount of Commercial Paper Notes then Outstanding (together with the interest thereon) does not exceed the amount available to be drawn under the Letter of Credit; (iv) unless interest on the Commercial Paper Notes to be issued is to be taxable, to the City's knowledge there has been no change in the facts, estimates, circumstances and representations of the City set forth or made (as the case may be) in the Tax Certificate (applicable to such Commercial Paper Notes); (v) the terms of the Commercial Paper Notes do not exceed 270 days and the maturity dates of such Commercial Paper Notes set forth in the Issuance Request do not extend beyond the related Termination Date;
the City has not been notified by Bond Counsel that its opinion with respect to the validity ofthe Commercial Paper Notes and, unless interest on the Notes is to be taxable, the tax treatment of the interest thereon has been revised or withdrawn or, if any such revision or withdrawal has occurred, the revised opinion or a substitute opinion acceptable to the Dealer has been delivered;
to the actual knowledge of the City, no Event of Default has occurred and is then continuing;
(viii) the Note Proceeds shall be deposited into the Commercial Paper Bank Payment Account or
into the Construction Fund pursuant to Section 4.02 hereof in the amounts specified by the
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Designated Representative; and (ix) all of the conditions precedent to the issuance of such Commercial Paper Notes set forth in this Section of this Indenture have been satisfied.
The delivery of any Issuance Request to the Issuing and Paying Agent by a Designated Representative in the manner provided in this Section shall constitute the certification and representation of the City as of the date of such Issuance Request as to the matters set forth in the immediately preceding paragraph.
Any Issuance Request made by telephone pursuant to this Section may be recorded by the Issuing and Paying Agent and shall be confirmed promptly in writing by a Designated Representative; provided, however, that any conflict between any recorded oral Issuance Request and the written confirmation thereof, shall not affect the validity of any recorded oral Issuance Request received by the Issuing and Paying Agent as provided herein. If the Issuing and Paying Agent does not record an oral Issuance Request, and a conflict exists between such oral Issuance Request and the written confirmation thereof, the terms of the written confirmation shall control.
Prior to the initial delivery of Commercial Paper Notes under this Indenture and as a condition to such initial issuance, the Trustee and the City shall be notified by the Issuing and Paying Agent that the Issuing and Paying Agent has received:
a fully executed counterpart of the Reimbursement Agreement;
the executed Letter of Credit;
the opinions of the United States counsel and foreign counsel to the Bank, addressed to the City, the Issuing and Paying Agent and the Trustee, to the effect that the Letter of Credit and the Reimbursement Agreement are valid and legally binding obligations of the Bank, enforceable in accordance with their terms; and
a fully executed counterpart of the Dealer Agreement.
Section 2.07. Ownership of Commercial Paper Notes. The City and the Issuing and Paying Agent may deem and treat the bearer of Notes in bearer form or the registerecTowner of Notes in registered form as the absolute owner thereof (whether or not such Commercial Paper Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuing and Paying Agent) for the purpose of receiving payment thereof or on account thereof and for all other purposes, and neither the City nor the Issuing and Paying Agent shall be affected by any notice to the contrary.
Section 2.08. Mutilated, Lost, Stolen or Destroyed Notes. In the event any Commercial Paper Note is mutilated or defaced but identifiable by number and description, the City shall execute and the Aumenticating Agent shall authenticate and deliver a new Note of like Series, date, maturity and denomination as such Note, upon surrender thereof to the Issuing and Paying Agent; provided that there shall first be furnished to the Issuing and Paying Agent clear
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and unequivocal proof satisfactory to the Issuing and Paying Agent that the Note is mutilated or defaced to such an extent as to impair its value to the Noteholder. The Noteholder shall accompany the above with a deposit of money required by the Issuing and Paying Agent for the cost of preparing the substitute Note and all other expenses connected with the issuance of such substitute. The Issuing and Paying Agent shall then cause proper record to be made of the cancellation of the original, and thereafter the substitute shall have the validity of the original.
In the event any Note is lost, stolen or destroyed, the City may execute and the Authenticating Agent may authenticate and deliver a new Note of like Series, date, maturity and denomination as that Note lost, stolen or destroyed, provided that there shall first be furnished to the Issuing and Paying Agent evidence of such loss, theft or destruction satisfactory to the Issuing and Paying Agent, together with mdernnity satisfactory to it and the City.
Except as limited by any Supplemental Indenture, the Issuing and Paying Agent may charge the holder of any such Note all governmental charges and transfer taxes, if any, and its reasonable fees and expenses in this connection. All substitute Notes issued and authenticated pursuant to this Section shall be issued as a substitute and numbered, as determined by the Issuing and Paying Agent. In the event any such Note has matured or been called for redemption, instead of issuing a substitute Note, the Issuing and Paying Agent may pay the same at its maturity or redemption without surrender thereof upon receipt of indemnity satisfactory to it and the City.
Section 2.09. Transfer or Exchange of Notes. Upon surrender for transfer of any Note at the designated corporate trust office of the Registrar, the Registrar shall deliver in the name of the transferee or transferees a new fully authenticated and registered Note or Notes of authorized denominations of the same Series, and maturity for the same aggregate principal amount.
Noteholders may present Notes at the designated corporate trust office of the Registrar for exchange for Notes of different authorized denominations and, upon such presentation, the Registrar shall deliver to the Noteholder a new fully authenticated and registered Note or Notes of the same Series and maturity for the same aggregate principal amount.
All Notes presented for transfer or exchange shall be accompanied by a written instrument or instruments of transfer or authorization for exchange, in form and with guaranty of signature satisfactory to the Registrar, duly executed by the Noteholder or by his duly authorized attorney.
Except as limited by any Supplemental Indenture, the Registrar also may require payment from the Noteholder of a sum sufficient to cover any tax, or other governmental fee or charge that may be imposed in relation thereto. Such taxes, fees and charges shall be paid before any such new Note shall be delivered.
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Supplemental Indentures may designate certain limited periods during which Notes will not be exchanged or transferred.
Notes delivered upon any exchange or transfer as provided herein, or as provided in Section 2.08 hereof, shall be valid limited obligations of the City, evidencing the same debt as the Note or Notes surrendered, shall be secured by this Indenture and shall be entitled to all of the security and benefits hereof to the same extent as the Note or Notes surrendered.
Section 2.10. Destruction of Notes. Whenever any Notes shall be delivered to the Issuing and Paying Agent for cancellation pursuant to this Indenture, upon payment of the principal amount and interest represented thereby or for replacement pursuant to Section 2.08 or exchange or transfer pursuant to Section 2.09, such Note shall be cancelled and destroyed by the Issuing and Paying Agent or the Registrar and counterparts of a certificate of destruction evidencing such destruction shall be furnished by the Issuing and Paying Agent to the City.
Section 2.11. Temporary Notes. Pending preparation of definitive Notes of any Series, the City may execute and the Issuing and Paying Agent shall authenticate and deliver, in lieu of definitive Notes and subject to the same limitations and conditions, interim receipts, certificates or temporary Notes which shall be exchanged for the Notes.
If temporary Notes shall be issued, the City shall cause the definitive Notes to be prepared and to be executed, authenticated and delivered to the Issuing and Paying Agent, and the Issuing and Paying Agent, upon presentation to it of any temporary Note, shall cancel the same and deliver in exchange therefor at the place designated by the holder, without charge to the holder thereof, definitive Notes of an equal aggregate principal amount of the same Series issue date, maturity and bearing interest the same as the temporary Notes surrendered. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefit and security of this Indenture as the definitive Notes to be issued and authenticated hereunder.
Section 2.12. Nonpresentment of Notes. In the event any Note shall not be presented for payment when the principal thereof becomes due, if moneys sufficient to pay such Note shall have been deposited with the Trustee for the benefit of the owner thereof, all liability of the City to the owner thereof for the payment of such Note shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of the Trustee to hold such moneys, without liability to the City, any owner of any Note or any other person for interest thereon, for the benefit of the owner of such Note, who shall thereafter be restricted exclusively to such moneys, for any claim of whatever nature on his or her part under this Indenture or on, or with respect to, said Note.
Any moneys so deposited with and held by the Trustee and not so applied to the payment of Notes within two (2) years after the date on which the same shall have become due shall be paid by the Trustee to the City, free from the trusts created by this Indenture. Thereafter, the owners of the Notes shall be entkled to look only to the City for payment, and then only to the extent of the amount so repaid by the Trustee. The City shall apply the sums paid to it pursuant to this Section in accordance with applicable law, but shall not be liable for any interest
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on such sums paid to it pursuant to this Section and shall not be regarded as a trustee of such money.
ARTICLE IE' Security*
Section 3.01. Limited Tax General Obligations. The Commercial Paper Notes and the Bank Notes shall be direct and general obligations of the City, and shall be secured by a pledge of, lien on and security interest in all amounts in the funds and accounts created or maintained pursuant to this Indenture, the Issuing and Paying Agent Agreement or any Tax Certificate (except the Rebate Fund), including earnings on such amounts, subject only to the provisions of this Indenture and the Issuing and Paying Agent Agreement pernntting the application thereof for the purposes and on the terms and conditions set forth herein and therein.
The obligation of the City to make payments of the principal of, [the redemption premium of,] and the interest on the Commercial Paper Notes and the Bank Notes shall be payable from any funds legally available for such purpose. The City covenants and agrees to take all necessary action to annually appropriate funds in a timely manner so as to provide for the making of all such payments with respect to the Commercial Paper Notes and tbe Bank Notes; provided however, that in no event shall the City be obligated to levy any separate ad valorem or other tax in addition to other City taxes or any special ad valorem or other tax unlimited as to rate or amount to pay such principal, (redemption premium] or interest.
Section 3.02. Punctual Payment. The City covenants that it will provide for the punctual payment ofthe principal of and interest on each Commercial Paper Note and each Bank Note as the same shall become due and payable in accordance with its terms.
ARTICLE IV*
Application of Commercial Paper Note Proceeds -
Section 4.01. Creation of Funds and Accounts, (a) The Proceeds Fund is hereby created as a separate fund and shall be held, maintained and accounted for by the Trustee, and the moneys in the Proceeds Fund shall be used for the purposes for which the Notes of any Series are authorized to be issued, including, but not limited to, the payment of principal of and interest on the Notes, Costs of Issuance and adniimstrative costs of the commercial paper program. If so specified in a Tax Certificate, the City shall establish one or more accounts and subaccounts within the Proceeds Fund. The Proceeds Fund is designated as the "Commercial Paper Proceeds Fund" and herein called the "Proceeds Fund."
(b) The Debt Service Fund is hereby created as a separate trust fund and shall be held by the Issuing and Paying Agent. The City may direct the Issuing and Paying Agent to
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establish and maintain a separate account or accounts in the Debt Service Fund with respect to any or all of the Notes of one or more Series. Moneys in the Debt Service Fund and the accounts therein shall be held in trust separate and apart from all other moneys, funds and accounts held by the Issuing and Paying Agent, and shall be applied to pay the principal of and interest on Outstanding Notes in the amounts, at the times and in the manner set forth herein and in any Supplemental Indenture. Moneys in the accounts in the Debt Service Fund may also be applied to pay or reimburse the Bank for unreimbursed Advances to the extent provided herein or in any Supplemental Indenture. The following accounts are hereby established within the Debt Service Fund, and the Issuing and Paying Agent shall hold such accounts in trust in accordance herewith and with the Issuing and Paying Agent Agreement:
"Commercial Paper Debt Service Account," and herein called the "Debt Service Account;"
three "Commercial Paper Bank Payment Accounts," and herein called the "Bank Payment Accounts" designated as
(i) the "Series A Bank Payment Account," and
(ii) the "Series B Bank Payment Account," and
(3) "Bank Note Debt Service Account," and herein called the "Bank Note
_ Account."
Section 4.02. Deposit of Proceeds of Commercial Paper Notes. Immediately upon receipt thereof, the Issuing and Paying Agent shall, if instructed by an Authorized City Representative, first deposit the proceeds of the sale of Commercial Paper Notes into the applicable Commercial Paper Bank Payment Account in an' amount equal to the unreimbursed Advances made by the Bank to pay principal of or interest on Commercial Paper Notes of such Series. Proceeds so deposited shall be held separate and apart from all other funds and accounts and shall not commingled with any other moneys. The remaining proceeds shall be transferred to the Trustee for deposit in the Proceeds Fund.
Section 4.03. Application of Moneys in the Proceeds Fund, (a) Moneys in the Proceeds Fund attributable to each Series shall be applied to the payment of the costs of the Project or Purpose for such Series, Costs of Issuance of such Series and administrative costs of the commercial paper program. An Authorized City Representative may from time to time amend the list of Projects or Purposes in a Tax Certificate; provided, however, that the Authorized City Representative shall not amend the list of Projects or Purposes in such a way as to change the tax status of the related Series of Commercial Paper Notes. An Authorized City Representative is hereby authorized to execute one or more supplemental Tax Certificates in connection with any Series of Notes.
(b) The Trustee shall make payments or disbursements from the Proceeds Fund upon receipt from the City of a written requisition, in substantially the form attached as {Exhibit
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C to this Indenture, executed by an Authorized City Representative, which requisition shall state, with respect to each amount requested thereby, (i) the account, if any, within the Proceeds Fund from which such amount is to be paid, (ii) the number of the requisition from such account, (iii) the amount to be paid, the name of the Person (which may include payment to the Chy) to which the payment is to be made and the manner in which the payment is to made, (iv) that the amount to be paid represents a cost of a qualifying Project or Purpose as described in a Tax Certificate of the City, or is related to a Series B Project, as applicable, and (v) unless related to a Series B Project, that the amounts requisitioned will be expended only in accordance with and subject to the limitations set forth in the applicable Tax Certificate.
Moneys held in the Proceeds Fund shall be invested and reinvested by the Trustee in Permitted Investments as directed by an Authorized City Representative.
Any amounts remaining in the Proceeds Account for a Series of Notes at the completion of the Project or Purpose for such Series shall be transferred to the related Bank Payment Account and used to repay Advances to the extent that a portion of such Advances is allocable to the interest on the Notes of such Series.
Section 4.04. Deposits Into and Uses of the Commercial Paper Debt Service Account and the Bank Payment Account, (a) At or before 3:15 p.m., Chicago, Illinois time, on the maturity date of each Note, the City may deposit or cause to be deposited, from moneys of the City legally available therefor, including, but not limited to, Note Proceeds, an amount sufficient, together with other available moneys, if any, with the Issuing and Paying Agent for deposit into the related Series Bank Payment Account, to reimburse the Bank in an amount equal to the principal of and interest due on all Notes maturing on such maturity date; provided that the City shall be required to deposit into a segregated account (hereinafter designated the "Shortfall Account") such amounts from such source, at such time, to the extent Advances are not made under the Letter of Credit to pay the principal of and interest on the Notes maturing on such date. The "Shortfall Account" is hereby created as a separate trust fund and shall be held by the Trustee separate and apart from all other moneys, funds and accounts held by the Issuing and Paying Agent. Amounts deposited in the Shortfall Account, if any, shall be applied to pay any deficiency in Advances to pay the full amount of the principal of and interest on all Notes maturing on such maturity date. The Issuing and Paying Agent shall notify the City on or before 4:00 p.m., Chicago, Illinois time, on the Business Day prior to such maturity date, of the total amount due on such maturity date. Not later than 3:00 p.m., Chicago, Illinois time, on the maturity date of each Note, either the Issuing and Paying Agent or a Designated Representative shall notify the Bank if the City has not deposited or caused to be deposited, with the Issuing and Paying Agent for deposit into the related Series Bank Payment Account, an amount equal to the Advance drawn on such date.
(b) Each Advance received by the Issuing and Paying Agent as a result of a drawing under the Letter of Credit to pay the principal of and interest on maturing Notes shall be deposited into the Debt Service Account, and shall be used to pay the principal of and interest on such maturing Notes upon the proper presentment thereof. Each Advance so deposited shall be held separate and apart from all other funds, accounts and subaccounts, and shall not commingled
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with any other moneys. At or before 2:00 p.m., Chicago, Illinois time, on each maturity date, the Issuing and Paying Agent shall notify the City whether or not the Issuing and Paying Agent has received a sufficient Advance or Advances to pay all such maturing principal and interest.
Amounts deposited into the Series A Bank Payment Account shall be used, on each day that an Advance with respect to Series A Notes is received by the Issuing and Paying Agent and deposited into the Series A Debt Service Account, by the Issuing and Paying Agent to reimburse the Bank for the amount ofsuch Advance; provided, however, that, if, on any maturity date of the Series A Notes, the Advances paid under the Letter of Credit with respect to Series A Notes are not sufficient to pay the full amount of the principal of and interest due on such Series A Notes on such date, amounts in the Series A Bank Payment Account shall be used to make the balance of such payment.
Amounts deposited into the Series B Bank Payment Account shall be used, on each day that an Advance with respect to Series B Notes is received by the Issuing and Paying Agent and deposited into the Series B Debt Service Account, by the Issuing and Paying Agent to reimburse the Bank for the amount of such Advance; provided, however, that, if, on any maturity date of the Series B Notes, the Advances paid under the Letter of Credit with respect to Series B Notes are not sufficient to pay the full amount of the principal of and interest due on such Series B Notes on such date, amounts in the Series B Bank Payment Account shall be used to make the balance of such payment.
Moneys in the Debt Service Account shall not be invested. Moneys in any Bank Payment Account shall be invested and reinvested by the Issuing and Paying Agent in Pennitted Investments as directed by an Authorized City Representative, or, in the absence of such direction, in Permitted Investments described in subparagraph (9) of the definition thereof.
Section 4.05. Drawings Under the Letter of Credit. On or before each maturity date for any Commercial Paper Note, the Issuing and Paying Agent shall present all required drawing certificates and accompanying documentation, if required, to the Bank and demand payment be made under the Letter of Credit on such maturity date at such time and in such amount not in excess of the Stated Amount so as to be timely and sufficient to pay the entire amount of principal and interest becoming due on all Commercial Paper Notes on such date. No drawings under the Letter of Credit shall be used to pay principal of and interest due on Bank Notes or any Notes which are owned or held by or for the account of the City. Without limiting any other liability of the Issuing and Paying Agent for this or any other action, failure of the Issuing and Paying Agent to perform the duties and obligations set forth in this covenant shall constitute negligence on its part.
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ARTICLE V. The Bank Notes >
Section 5.01. Authorization and Terms of Bank Notes, (a) The City hereby authorizes the issuance of one or more of its Bank Notes, subject to the provisions of this Article. Each Bank Note shall be issued to the Bank and designated the "City of Chicago Bank Note (2002 Commercial Paper Program) (insert name of Bank)." The initial Bank Note shall be issued by the City on the Closing Date in order to evidence the obligations of the City to reimburse the Bank for drawings under the Letter of Credit, including unreimbursed Advances, together with interest thereon at the Bank Rate. Subsequent Bank Notes, substantially in the form of Exhibit B, may be issued upon delivery of a substitute Letter of Credit as provided in Article X hereot.
The Bank Notes shall be dated the date of issuance thereof; shall be issued in registered form only; shall be issued in any denomination; and shall bear interest at the Bank Rate (calculated on the basis of a year consisting of 365/366 days and actual number of days elapsed); provided, however, that the interest rate on the Bank Notes shall never exceed eighteen percent (18%) per annum, subject to the applicable provisions of the Reimbursement Agreement. Bank Notes shall bear interest from then respective dates, payable in accordance with the Reimbursement Agreement. Principal of Bank Notes shall be payable in accordance with the Reimbursement Agreement. The final maturity of the Bank Notes shall be no later than such date as may be provided for in the Reimbursement Agreement.
The maturity date and other terms of each Bank Note, as long as not inconsistent with the terms of this Indenture, shall be as set forth in the certificate of an Authorized City Representative directing the issuance of such Bank Note.
Each Bank Note shall be subject to optional prepayment prior to maturity in accordance with, and upon notice as provided by, the Reimbursement Agreement.
Section 5.02. Nature of Obligations. Tbe Bank Notes are direct and general obligations of the City as described in Section 3.01 hereof.
Section 5.03. Form of Bank Notes. The definitive Bank Notes shall be substantially in the form set forth in Exhibit B attached hereto and made a part hereof, with such appropriate variations, omissions and insertions as shall be necessary or appropriate in order to accomplish the purpose of this Indenture. The Bank Notes may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law or regulation with respect thereto.
Section 5.04. No Transfer of Bank Notes. To the extent permitted by applicable law, the Bank Notes shall be non-negotiable and non-transferable.
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Section 5.05. Deposits in Bank Note Account. On tbe Business Day before each Bank Note Payment Date, an Authorized City Representative shall allocate and transfer to the Issuing and Paying Agent for deposit in the Bank Note Account amounts from available moneys, as follows:
an amount equal to the aggregate amount of interest due and payable on such Bank Note Payment Date on all Bank Notes outstanding; and
an amount equal to the aggregate principal amount due and payable on such Bank Note Payment Date on the outstanding Bank Notes;
Amounts in the Bank Note Account shall be invested by the Issuing and Paying Agent in Pennitted Investments as directed in writing by an Authorized City Representative, or, in the absence of direction from an Authorized City Representative, the Issuing and Paying Agent shall select Permitted Investments described in subparagraph (9) of the definition thereof. The Bank Notes shall not be payable from the proceeds of the Letter of Credit drawing.
ARTICLE VI. Covenants.
Section 6.01. Tax Covenants. In order to maintain the exclusion from gross income of the interest on the Series A Notes for Federal income tax purposes, the City covenants to comply with each applicable requirement of Section 103 and Sections 141 through 150 of the Code, and further agrees to comply with the covenants contained in, and the instructions given pursuant to, each Tax Certificate, which by this reference is incorporated herein, as a source of guidance for compliance with such provisions.
Notwithstanding any other provisions of this Indenture or any Supplemental mdenture to the contrary, upon the City's failure to observe, or refusal to comply with the foregoing covenant, no person other than the holders of any Series A Notes shall be entitled to exercise any right or remedy provided to the holders of any Series A Notes under this Indenture or any Supplemental Indenture on the basis of the City's failure to observe, or refusal to comply, with such covenant.
Section 6.02. Taxable Notes. Notwithstanding anything in this Indenture to the contrary, in the event an Authorized City Representative designates a Series as obligations not described in Section 103(a) of the Code, including the Series B Notes issued hereunder, the provisions of Section 6.01 shall not apply to such Series.
Section 6.03. Letter of Credit. The City hereby covenants to maintain in effect a Letter of Credit meeting the requirements hereof at all times that Commercial Paper Notes are Outstanding hereunder.
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ARTICLE VH.
Issuing and Paying Agent; Dealer r
Section 7.01. Appointment of Issuing and Paying Agent. The City hereby
appoints , as Issuing and Paying Agent, Authenticating Agent
and Registrar, and agrees that, at or prior to the time of issuance of the initial Commercial Paper Notes, the City will enter into the Issuing and Paying Agent Agreement and will at all times, prior to the Termination Date, maintain in effect an Issuing and Paying Agent Agreement, pursuant to which the Issuing and Paying Agent will agree to hold funds and fulfill the duties and obligations of the Issuing and Paying Agent, as provided for in this Indenture.
The Issuing and Paying Agent, Authenticating Agent, and Registrar shall (i) designate to the Trustee its principal office, and (ii) signify its acceptance of the duties and obligations imposed upon it hereunder and under any Supplemental Indenture by written instrument of acceptance delivered to the City and the Trustee.
Section 7.02. Reports and Records. The Issuing and Paying Agent shall at all times keep or cause to be kept proper records in which complete and accurate entries shall be made of all transactions made by it relating to the proceeds of the Notes and any funds and accounts established and maintained by the Issuing and Paying Agent pursuant to this Indenture and any Supplemental Indenture. Such records shall be available for inspection by the City on each Business Day upon reasonable notice during reasonable business hours, and by any Owner or its agent or representative duly authorized in writing at reasonable hours and under reasonable circumstances. The Issuing and Paying Agent shall not be required to maintain records with respect to transactions made by the Trustee or an Authorized City Representative, or with respect to funds established and maintained by the Trustee.
The Issuing and Paying Agent shall provide to the Authorized City Representative each month a report of the amounts deposited in each fund and account held by it under this Indenture, and the amount disbursed from such funds and accounts, the earnings thereon, the ending balance in each of such funds and accounts, the investments in each such fund and account, and the yield on each investment calculated in accordance with the directions of an Authorized City Representative. Such report shall also include such information regarding the issuance of Commercial Paper Notes during the subject month as the City shall request.
The Issuing and Paying Agent shall maintain such books, records and accounts as may be necessary to evidence the obligations of the City resulting from the Commercial Paper Notes, the principal amounts owing thereunder, the maturity schedule therefor, the respective rates of interest thereon, and the principal and interest paid from time to time thereunder. As long as the Commercial Paper Notes are in book-entry form, in any legal action or proceeding with respect to a master note, tbe entries made in such books, records or accounts shall be, absent manifest error, conclusive evidence of the existence and the amounts of the obligations of the City therein recorded.
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Section 7.03. Resignation and Replacement of Issuing and Paying Agent. The Issuing and Paying Agent may at any time resign and be discharged of the duties and obligations created by this Indenture by giving at least 60 days' written notice to the Bank, the Trustee and the City. The Issuing and Paying Agent may be removed, with the written consent of the Bank, which consent shall not be unreasonably withheld, at any time by an instrument signed by an Authorized City Representative and filed with the Issuing and Paying Agent, the Bank and the Trustee. No such resignation or removal shall become effective, however, until a successor Issuing and Paying Agent has been selected and assumed the duties of the Issuing and Paying Agent hereunder and the Letter of Credit has been transferred to the successor Issuing and Paying Agent in accordance with its terms.
In the event of the resignation or removal of the Issuing and Paying Agent, the Issuing and Paying Agent shall pay over, assign and deliver any moneys held by it in such capacity to its successor. The Issuing and Paying Agent shall make any representations and warranties to the City as may be reasonably requested by the City in connection with any such assignment.
The Issuing and Paying Agent shall, at all times, be a bank or trust company having an office in Chicago, Illinois, and shall at all times be a corporation or a national banking association organized and doing business under the laws of the United States of America or of any state with a combined capital and surplus of at least $50,000,000 and authorized under such laws to exercise corporate trust powers and be subject to supervision or exarnination by Federal or state authority. If such corporation or national banking association publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section, the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.
Any corporation or national banking association into which any Issuing and Paying Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion to which any Issuing and Paying Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of any Issuing and Paying Agent shall be the successor of the Issuing and Paying Agent if such successor corporation or national banking association is otherwise eligible under this Section, without the execution or filing of any document or further act on the part of the Issuing and Paying Agent or such successor corporation or national banking association.
Section 7.04. Dealer. The City hereby appoints ,
as Dealer, and agrees that, at or prior to the time of issuance of the initial Commercial Paper Notes, the City will enter into a Dealer Agreement with Dealer. The City covenants that at all times prior to the Terniination Date, it will rnaintain in effect one or more Dealer Agreements, pursuant to which each Dealer will agree to fulfill the duties and obligations of the Dealer as set forth in this Indenture and its Dealer Agreement.
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ARTICLE Vm. Trustee'
Section 8.01. Acceptance of Trusts. The Trustee hereby accepts and agrees to execute the trusts specifically imposed upon it by this Indenture, but only upon the additional terms set forth in this Article, to all of which the City agrees and the respective holders agree by their acceptance of delivery of any of the Notes.
Section 8.02. Duties of Trustee, (a) If an Event of Default has occuired and is continuing, the Trustee shall exercise its rights and powers and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of such person's own affairs.
The Trustee shall perform the duties set forth in this Indenture; no implied duties or obligations shall be read into this Indenture against the Trustee.
Except during the continuance of an Event of Default, in the absence of any negligence on its part or any knowledge to the contrary, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. The Trustee shall examine the certificates and opinions, however, to determine whether they conform to the requirements of this Indenture.
The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that (1) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless the Trustee was negligent in ascemining the pertinent facts; and (2) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it from holders or the City in the manner provided in this Indenture.
The Trustee shall not, by any provision of this Indenture, be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the holders of the Notes, unless such holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it to comply with such request or direction.
Every provision of this Indenture that in any way relates to the Trustee is subject to this Section.
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(g) The Trustee shall not be deemed to have knowledge of an Event of Default unless it has received actual knowledge at the corporate trust office of the Trustee located in Chicago, Illinois.
Section 8.03. Rights of Trustee. Subject to the foregoing Section, the Trustee shall be protected and shall incur no liability in acting or proceeding in good faith upon any resolution, notice, telegram, request, consent, waiver, certificate, statement, affidavit, voucher, bond, requisition or other paper or document which it shall in good faith believe to be genuine and to have been passed or signed by the proper person or to have been prepared and furnished pursuant to any of the provisions of this Indenture, and the Trustee shall be under no duty to make investigation or inquiry as to any statements contained or matters referred to in any such instrument, but may accept and rely upon the same as conclusive evidence of the truth and accuracy of such statements.
The Trustee may consult with counsel with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by the Trustee hereunder in good faith in accordance therewith.
Section 8.04. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes, and may otherwise deal with the City with the same rights it would have if it were not Trustee. The Issuing and Paying Agent or any other agent may do the same with like rights.
Section 8.05. Trustee's Disclaimer. The Trustee shall not be accountable for the City's use of the proceeds from the Notes paid to the City and it shall not be responsible for any statement in the Notes.
Section 8.06. Notice of Defaults. If (i) an Event of Default has occurred, or (ii) an event has occurred which with the giving of notice and/or the lapse of time would be an Event of Default, and, with respect to such events for which notice to the City is required before such events will become Events of Default, such notice has been given, then the Trustee shall promptly, after obtaining actual notice of such Event of Default or event described in clause (ii) above, give notice thereof to each holder and to the Issuing and Paying Agent. Except in the case of a default in payment on any Notes, the Trustee may withhold the notice if and as long as a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the holders.
Section 8.07. Compensation of Trustee. For acting under this Indenture, the Trustee shall be entitled to payment of fees for its services and reimbursement of advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Trustee in connection with its services under this Indenture and the City agrees to pay such amounts to the Trustee. The City agrees to mdenmify and hold the Trustee harmless against costs, claims, expenses and liabilities not arising from the Trustee's own negligence, misconduct or breach of duty, which the Trustee may incur in the exercise and performance of its rights and obligations
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hereunder. Such obligation shall survive the discharge of this Indenture or the resignation or removal of the Trustee.
Section 8.08. Eligibility of Trustee. This Indenture shall always have a Trustee that is a trust company or a bank having the powers of a trust company and is organized and doing business under the laws of the United States or any state or the District of Columbia, is authorized to conduct trust business under the laws of the State, is subject to supervision or examination by United States, state or District of Columbia authority, maintains a corporate trust office in Chicago, Illinois, and bas a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition.
Section 8.09. Replacement of Trustee. The Trustee may resign by notifying the City in writing at least 60 days prior to the proposed effective date of the resignation. The holders of a majority in Outstanding principal amount of the Notes may remove the Trustee by notifying the removed Trustee and may appoint a successor Trustee with the City's consent. The City may remove the Trustee, by notice in writing delivered to the Trustee 60 days prior to the proposed removal date; provided, however, that the City shall have no right to remove the Trustee during any time when an Event of Default has occurred and is continuing, or when an event has occurred and is continuing, or condition exists, which with the giving of notice or the passage of time or both would be an Event of Default
No resignation or removal of the Trustee under this Section shall be effective until a new Trustee has taken office and delivered a written acceptance of its appointment to the retiring Trustee and to the City. Immediately thereafter, the retiring Trustee shall transfer all property held by it as Trustee to the successor Trustee, the resignation or removal of the retiring Trustee shall then (but only then) become effective and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.
If the Trustee resigns or is removed, or for any reason is unable or unwilling to perform its duties under this Indenture, the City shall prompdy appoint a successor Trustee.
If a Trustee is not performing its duties hereunder and a successor Trustee does not take office within 60 days after the retiring Trustee delivers notice of resignation or the City delivers notice of removal, the retiring Trustee, the City or the holders of a majority in aggregate principal amount ofthe outstanding Notes may petition any court of competent jurisdiction for the appointment of a successor Trustee.
Section 8.10. Successor Trustee or Agent by Merger. If the Trustee consolidates with, merges or converts into, or transfers all or substantially all its assets (or, in the case of a bank or trust company, its corporate trust assets) to another corporation which meets the qualifications set forth in this Indenture, the resulting, surviving or transferee corporation, without any further act, shall be the successor Trustee.
Section 8.11. Other Agents. The City, or the Trustee with the consent of the City, may from time to time appoint other agents as may be appropriate at the time to perform
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duties and obligations under this Indenture or under a Supplemental Indenture all as provided by Supplemental Indenture or resolution or ordinance of the City.
Section 8.12. Several Capacities. Anything in this Indenture to the contrary notwithstanding, with the written consent of the City, the same entity may serve hereunder as the Trustee and any other agent as appointed to perform duties or obligations under this Indenture, under a Supplemental Indenture or an escrow agreement, or in any combination ofsuch capacities, to the extent permitted by law.
Section 8.13. Accounting Records and Reports of the Trustee. The Trustee shall at all times keep, or cause to be kept, proper records in which complete and accurate entries shall be made of all transactions made by it relating to the Note Proceeds and all funds and accounts established pursuant to this Indenture. Such records shall be available for inspection by the City on each Business Day during reasonable business hours and by any holder, or his agent or representative duly authorized in writing, at reasonable hours and under reasonable circumstances.
The Trustee shall provide to the City each month a report of any Note Proceeds received during that month, if any, and the amounts deposited into each fund and account held by it under this Indenture and the amount disbursed from such funds and accounts, the earnings thereon, the ending balance in each of such funds and accounts and the investments of each such fund and account.
The Trustee shall annually, within a reasonable period after the end of the Fiscal Year, furnish to the City a statement (which need not be audited) covering receipts, disbursements, allocation and application of Note Proceeds, and any other moneys in any of the funds and accounts held by it established pursuant to this Indenture or any Supplemental Indenture for the preceding year.
ARTICLE LX *
Events of Default and Remedies of Noteholders -
Section 9.01. Events of Default. Each of the following events shall constitute and is referred to in this mdenture as an "Event of Default":
a failure to pay the principal of any Commercial Paper Note when the same shall become due and payable;
a failure to pay any installment of interest on any Commercial Paper Note when such interest shall become due and payable;
a failure by the City to observe and perform any covenant, condition, agreement or provision (other than as specified in paragraphs (a) and (b) of this Section)
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contained in the Commercial Paper Notes or in this Indenture on the part of the City to be observed or performed, which failure shall continue for a period of 60 days after written notice, specifying such failure and requesting that it be remedied, shall have been given to the City by the Trustee, which notice may be given at the discretion of the Trustee and shall be given at the written request of holders of 25% or more in aggregate principal amount of the Commercial Paper Notes then Outstanding (provided that in the case of a default with respect to the tax covenants in Section 6.01, the Series B Notes shall be deemed to be not Outstanding), unless the Trustee, or the Trustee and holders of Commercial Paper Notes in an amount not less than the Outstanding principal amount of Commercial Paper Notes the holders of which requested such notice, shall agree in writing to an extension ofsuch period prior to its expiration; provided, however, that the Trustee, or the Trustee and the holders of such principal amount of Commercial Paper Notes, shall be deemed to have agreed to an extension of such period if such failure can be remedied, and corrective action is initiated by the City within such period and is being diligently pursued;
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, including, without limitation, proceedings under Chapter 9 or 11 of the United States Bankruptcy Code (as the same may from time to time be hereafter amended), or other proceedings for relief under any Federal or state bankruptcy law or similar law for the relief of debtors are instituted by or against the City, and, if instituted against the City, said proceedings are consented to or are not dismissed within 60 days after such institution; or
the occurrence of any other Event of Default as is provided in a Supplemental Indenture.
If any Event of Default has occurred, but is subsequentiy cured or waived, then such Event of Default shall no longer constitute an Event of Default hereunder.
Section 9.02. Remedies, (a) Upon the occurrence and continuance of any Event of Default, the Trustee in its discretion may, and upon the written direction of the holders of 25 % or more in aggregate principal amount ofthe Commercial Paper Notes then Outstanding (provided that in the case of a default with respect to the tax covenants in Section 6.01, the Series B Notes shall be deemed not to be Outstanding) and receipt of indemnity to its satisfaction, shall, in its own name and as the Trustee of an express trust: (i) by mandamus, or other suit, action or proceeding at law or in equity, enforce all rights of the Commercial Paper Noteholders, and require the City to carry out any agreements with or for the benefit of the Commercial Paper Noteholders and to perform its or their duties under any law to which it is subject and this Indenture, provided that any such remedy may be taken only to the extent permitted under the applicable provisions of this Indenture; (ii) bring suit upon the Commercial Paper Notes; (iii) commence an action or suit in equity to require the City to account as if it were the trustee of an express trust for the Commercial Paper Noteholders; or (iv) by action or suit in equity enjoin any acts or things which may be unlawful or in violation of the rights of the Commercial Paper Noteholders.
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(b) The Trustee shall be under no obligation to take any action with respect to any Event of Default unless the Trustee has actual knowledge of the occurrence of such Event of Default
Section 9.03. Restoration to Former Position. In the event that any proceeding taken by the Trustee to enforce any right under this Indenture shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Trustee, then the City, the Trustee, and the Commercial Paper Noteholders shall be restored to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Trustee shall continue as though no such proceeding had been taken.
Section 9.04. Commercial Paper Noteholders' Right To Direct Frcraedings. Subject to Section 9.05 hereof, anything else in this Indenture to the contrary notwithstanding, the Bank and the holders of a majority in aggregate principal amount of the Commercial Paper Notes then Outstanding shall have the right, at any time, by an instrument in writing executed and delivered to the Trustee, to direct the time, method and place of conducting all remedial proceedings available to the Trustee under this Indenture to be taken in connection with the enforcement of the terms of this Indenture or exercising any trust or power conferred on the Trustee by this Indenture; provided that such direction shall not be otherwise than in accordance with the provisions of the law and this Indenture; and provided, further, that with respect to any such direction by the holders of Commercial Paper Notes there shall have been provided to the Trustee security and indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred as a result thereof by the Trustee. In the event of any conflict in the directions of the Bank and the holders of Commercial Paper Notes, the direction of the Bank shall control.
Section 9.05. Limitation on Right To Institute Proceedings.' No Commercial Paper Noteholder shall have any right to institute any suit, action or proceeding in equity or at law for the execution of any trust or power hereunder, or any other remedy hereunder or on such Commercial Paper Note, unless such Commercial Paper Noteholder or Commercial Paper Noteholders previously shall have given to the Trustee written notice of an Event of Default as hereinabove provided, and unless also holders of 25% or more in aggregate principal amount of the Commercial Paper Notes then Outstanding shall have made written request of the Trustee so to do, after the right to institute such suit, action or proceeding under Section 9.02 hereof shall have accrued, and shall have afforded the Trustee a reasonable opportunity to proceed to institute the same in either its or their name, and unless there also shall have been offered to the Trustee security and indemnity satisfactory to it against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee shall not have complied with such request within a reasonable time; and such notification, request and offer of indemnity are hereby declared in every such case, at the option of the Trustee, to be conditions precedent to the institution of such suit, action or proceeding; it being understood and intended that no one or more of the Commercial Paper Noteholders shall have any right in any manner whatever by his, her or then action to affect, disturb or prejudice the security of this mdenture, or to enforce any right hereunder or under the Commercial Paper Notes, except in the manner, herein provided, and that all suits, actions and proceedings at law or in equity shall be instituted, had and maintained in the manner herein provided and for the equal benefit of all Commercial Paper Noteholders.
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Section 9.06. No Impairment of Right To Enforce Payment. Notwithstanding any other provision in this Indenture, the right of any Commercial Paper Noteholder to receive payment of the principal of and interest on such Noteholder's Commercial Paper Notes, on or after the respective due dates expressed therein, or to institute suit for the enforcement of any such payment on or after such respective date, shall not be impaired or affected without the consent of such Commercial Paper Noteholder.
Section 9.07. Proceedings by Trustee Without Possession of Commercial Paper Notes. All rights of action under this Indenture or under any of the Commercial Paper Notes secured hereby which are enforceable by the Trustee may be enforced by it without the possession of any of the Commercial Paper Notes, or the production thereof at the trial or other proceedings relative thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its name for the equal and ratable benefit of the Commercial Paper Noteholders, subject to the provisions of this Indenture.
Section 9.08. No Remedy Exclusive. No remedy herein conferred upon or reserved to the Trustee or to Commercial Paper Noteholders is intended to be exclusive of any other remedy or remedies, and each and every such remedy shall be cumulative, and shall be in addition to every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute; provided, however, that any conditions set forth herein to the taking of any remedy to enforce the provisions of this Indenture or the Commercial Paper Notes shall also be conditions to seeking any remedies under any of the foregoing pursuant to mis Section.
Section 9.09. No Waiver of Remedies. No delay or omission of the Trustee or of any Commercial Paper Noteholder to exercise any right or power accruing upon any default shall impair any such right or power, or shall be construed to be a waiver of any such default, or an acquiescence therein; and every power and remedy given by this Article to the Trustee and to the Commercial Paper Noteholders, respectively, may be exercised from time to time and as often as may be deemed expedient.
Section 9.10. Application of Moneys. Any moneys received by the Trustee, by any receiver or by any Commercial Paper Noteholder pursuant to any right given or action taken under the provisions of this Article (which shall not include moneys provided through the Letters of Credit, which moneys shall be restricted to the specific use for which such moneys were provided), after payment 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 Trustee (including attorneys' fees), shall be applied as follows:
(a) first, to the payment to the Persons entitled thereto of all installments of interest then due on the Commercial Paper Notes and Bank Notes, with interest on overdue installments, if lawful, at the rate per annum borne by the Commercial Paper Notes or Bank Notes, as the case may be, in the order of maturity of the installments of such interest, and, if the amount available shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment,
REPORTS OF COMMITTEES
fl>) second, to the payment to the Persons entitled thereto of the unpaid principal amount of any of the Commercial Paper Notes and Bank Notes which shall have become due with interest on such Commercial Paper Notes or Bank Notes, as applicable, at their respective rate from the respective dates upon which they became due, and, if the amount available shall not be sufficient to pay in full Commercial Paper Notes due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the Persons entitled thereto, without any discrimination or privilege,
(c) third, to the payment to the Bank of any unpaid Bank Obligations (other than Bank Notes).
Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard for the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal and interest to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by first-class United States mail, postage prepaid, to all Commercial Paper Noteholders, and shall not be required to make payment to any Commercial Paper Noteholder until such Commercial Paper Notes shall be presented to the Trustee for appropriate endorsement, or for cancellation if fully paid.
Section 9.11. Severability of Remedies. It is the purpose and intention of this Article to provide rights and remedies to the Trustee and the Commercial Paper Noteholders, which may be lawfully granted under the provisions of applicable law, but should any right or remedy herein granted be held to be unlawful, the Trustee and the Noteholders shall be entitled, as above set forth, to every other right and remedy provided in this Indenture or by applicable law.
Section 9.12. Additional Events of Default and Remedies. As long as any particular Series of Commercial Paper Notes is Outstanding, the remedies as set forth in this Article may be supplemented with additional remedies as set forth in a Supplemental Indenture.
ARTICLE X. Miscellaneous *¦
Section 10.01. Substitute Letter of Credit. Notwithstanding anything herein to the contrary, the City may obtain a substitute Letter of Credit to replace the Letter of Credit then in effect hereunder as long as said substitute Letter of Credit shall go into effect at least one Business Day prior to the termination of the Letter of Credit then in effect being substituted for; at no time may more than one Letter of Credit or substitute Letter of Credit secure the Notes.
JOURNAL-CITY COUNCIL-CHICAGO
The Expiration Date with respect to each substitute Letter of Credit shall be no earlier than the earlier of (i) six (6) months after its date, or (ii) the Expiration Date set forth in the Letter of Credit then in effect being substituted for. Each substitute Letter of Credit shall be in an amount sufficient to pay all principal and interest scheduled to be paid on all Commercial Paper Notes Outstanding hereunder as of the effective date of such substitute Letter of Credit. The following are further conditions to the Issuing and Paying Agent's ability to release an existing Letter of Credit and accept a substitute Letter of Credit therefor:
The City shall deliver written notice of the proposed substitution to the Trustee, the Issuing and Paying Agent, the Bank and the Dealer not less than 45 days prior to the proposed substitution date.
There shall be delivered to the City, the Trustee and the Issuing and Paying Agent written evidence from each Rating Agency then maintaining a rating on the Commercial Paper Notes secured by the Letter of Credit then in effect being substituted for that the substitution of such Letter of Credit will not, in and of itself, result in any rating then assigned to the Commercial Paper Notes secured thereby being suspended, reduced or withdrawn.
The Issuing and Paying Agent shall deliver written notice to the registered Owners of the Commercial Paper Notes secured thereby at least 30 days prior to the proposed substitution date. If any Outstanding Note secured thereby is in bearer form, the Trustee shall publish notice of the proposed substitution of such Letter of Credit in a newspaper of general circulation in the City at least 30 days prior to the proposed substitution date.
An opinion or opinions of counsel to the successor Bank, satisfactory in form and substance to each Rating Agency then maintaining a rating on the Commercial Paper Notes to be secured thereby, shall be delivered to the effect that the substitute Letter of Credit is a legal, valid and binding obligation of the issuing Bank and is enforceable against the Bank in accordance with its terms.
An opinion of Bond Counsel shall be delivered to the effect that the substitution of the Letter of Credit is authorized hereunder and (with respect to Notes other than taxable Notes) will not, in and of itself, adversely affect the exclusion from gross income for Federal tax purposes of interest on the Notes.
Section 10.02. Timeliness of Deposits. Funds shall be deemed transferred for purposes of timeliness of receipt under this Indenture when transfer instructions for transfer by Federal reserve wire have been given and a Federal wire number confirmation has been received; provided that the party to receive such funds shall not be required to take any action required to be taken hereunder with respect to such funds until it has confirmation of actual receipt of such funds.
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Section 10.03. Waiver of Events of Default. No Event of Default with respect to the Commercial Paper Notes or the Bank Notes shall be waived unless after such waiver the reinstatement provisions of the affected Letters of Credit, if any, shall be in full force and effect.
Section 10.04. Defeasance of Commercial Paper Notes. Commercial Paper Notes shall not be deemed to have been paid in full unless payment of the principal of and interest on the Commercial Paper Notes either (a) shall have been made or caused to be made in accordance with the terms of the Commercial Paper Notes and this Indenture, or (b) shall have been provided for by irrevocably depositing with the Trustee in trust and irrevocably setting aside exclusively for such payment (i) Available Moneys sufficient to make such payment, and/or (ii) noncallable Government Obligations purchased with Available Moneys, maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment.
Section 10.05. Bank to Control Remedies. While the Letter of Credit is in effect notwithstanding anything else herein to the contrary, as long as the Bank is not Insolvent and is not in default under the Letter of Credit or the Reimbursement Agreement, no right, power or remedy with respect to the Commercial Paper Notes secured by such Letter of Credit may be pursued without the prior written consent of the Bank, and such Bank shall have the right to direct the Trustee to pursue any right, power or remedy available hereunder with respect to any assets available hereunder which secure only the Notes secured by such Letter of Credit.
Section 10.06. Payments or Actions Occurring on Non-Business Days. If a payment date is not a Business Day at the place of payment, or if any action required hereunder is required on a date that is not a Business Day, then payment may be made at that place on the next Business Day, or such action may be taken on the next Business Day, with the same effect as if payment were made, or the action taken, on the stated date, and no interest shall accrue for the intervening period.
Section 10.07. Notices to Rating Agencies. The Authorized City Representative shall provide the Rating Agencies with written notice of the occurrence of the following events: (i) changes in the Dealer or the Trustee, (ii) the appointment of a successor Issuing and Paying Agent, (iii) amendments to the Indenture, the Issuing and Paying Agent Agreement or the Reimbursement Agreement, (iv) the expiration, termination, substitution, extension or amendment of the Letter of Credit, and (v) the defeasance of all Outstanding Commercial Paper Notes.
Section 10.08. Parties in Interest. Except as herein otherwise specifically provided, nothing in this Indenture expressed or implied is intended or shall be construed to confer upon any Person other than the City, the Trustee, the Paying Agent, other agents from time to time hereunder, the holders of the Notes, and, to the limited extent provided by Section 10.05 of this Indenture, the Bank, any right, remedy or claim under or by reason of this Indenture, this Indenture being intended to be for the sole and exclusive benefit of the City, the Trustee, the Paying Agent, such other agents, the holders of the Notes and, to the limited extent provided in Section 10.05 of this Indenture, the Bank.
JOURNAL-CITY COUNCIL-CHICAGO
ARTICLE XI.
Supplemental Indentures .-
Section 11.01. Limitations. This Indenture shall not be modified or amended in any respect subsequent to the first delivery of fully executed and authenticated Notes except as provided in, and in accordance with and subject to the provisions of, this Article.
Section 11.02. Supplemental Indentures Not Requiring Consent of Noteholders. The City may, and while the Letter of Credit is in effect and as long as the Bank is not Insolvent and has not failed to honor a properly presented and conforming drawing under the Letter of Credit, with the prior written consent of the Bank, from time to time and at any time, without the consent of or notice to the Noteholders, execute and deliver Supplemental Indentures supplementing and/or amending this Indenture or any Supplemental Indenture as follows:
to cure any formal defect, omission, inconsistency or ambiguity in, or answer any questions arising under, this Indenture or any Supplemental Indenture, provided that such supplement or amendment is not materially adverse to the Noteholders;
to add to the covenants and agreements of the City in this Indenture or any Supplemental Indenture other covenants and agreements, or to surrender any right or power reserved or conferred upon the City, provided that such supplement or amendment is not materially adverse to the Noteholders;
to confirm, as further assurance, any interest of the Issuing and Paying Agent in and to the funds and accounts held by the Trustee or the Issuing and Paying Agent, or in and to any other moneys, securities or funds of the City provided pursuant to this Indenture, or to otherwise add additional security for the Noteholders;
to evidence any change made in the terms of any Series of Notes if such changes are authorized by the Supplemental Indenture at the time the Series of Notes is issued and such change is made in accordance with the terms of such Supplemental Indenture;
to comply with the requirements of the Trust Indenture Act of 1939, as from time to time amended;
to modify, alter, amend or supplement this Indenture or any Supplemental Indenture in any other respect which is not materially adverse to the Noteholders;
to qualify the Notes or a Series of Notes for a rating or ratings by Moody's, S&P and/or Fitch;
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(h) to accommodate the technical, operational and structural features of Notes
which are issued or are proposed to be issued, including, but not limited to, changes
needed to accommodate other forms of commercial paper, or other forms of indebtedness
which the City from time to time deems appropriate to incur;
(i) to comply with the requirements of the Code as are necessary, in the
opinion of Bond Counsel, to preserve the exclusion from gross income for Federal income
taxation of the interest on Notes issued as tax-exempt Notes; or
(j) to take effect only with respect to Notes issued on or after the effective date of the Supplemental Indenture accompanied by appropriate disclosure of the amendment or supplement.
Before the City shall, pursuant to this Section, execute any Supplemental Indenture, there shall have been delivered to the City an opinion of Bond Counsel to the effect that such Supplemental Indenture is authorized or permitted by this Indenture and applicable law, complies with their respective terms, will, upon the execution and delivery thereof, be valid and binding upon the City in accordance with its terms, and will not cause interest on any of the Notes which is then excluded from gross income of the recipient thereof for Federal income tax purposes to be included in gross income for Federal income tax purposes.
Section 11.03. Supplemental Indentures Requiring Consent of Noteholders. Except for any Supplemental Indenture entered into pursuant to Section 11.02 hereof and any Supplemental Indenture entered into pursuant to subsection (b) below, subject to the terms and provisions contained in this Section and not otherwise, the holders of not less than a majority in aggregate principal amount of the Notes then Outstanding shall have the right from time to time, and while the Letter of Credit is in effect, and, as long as the Bank is not Insolvent and has not failed to honor a properly presented and conforming drawing under the Letter of Credit, with the prior written consent of the Bank, to consent to and approve the execution by the City of any Supplemental Indenture deemed necessary or desirable by the City for the purposes of modifying, altering, amending, supplementing or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any Supplemental Indenture; provided, however, that, unless approved in writing by the holders of all the Notes then Outstanding, or unless such change affects less than all Series of Notes and subsection (b) below is applicable, nothing herein contained shall permit, or be construed as pennitting, (i) an extension in the stated maturity of any Outstanding Notes, or a change in the amounts or currency of payment of the principal of or interest on any Outstanding Notes, or (ii) a reduction in die principal amount or redemption price of any Outstanding Notes, or the rate of interest thereon; and provided that nothing herein contained, including the provisions of subsection (b) below, shall, unless approved in writing by the holders of all the Notes then Outstanding, permit or be construed as pennitting (iii) except with respect to additional security which may be provided for a particular Series of Notes, a preference or priority of any Note or Notes over any other Note or Notes with respect to the security granted therefor under this Indenture, or (iv) a reduction in the aggregate principal amount of Notes the consent ofthe Noteholders of which is required for any such Supplemental Indenture. Nothing
JOURNAL—CITY COUNCIL-CHICAGO
herein contained, however, shall be construed as making necessary the approval by Noteholders of the execution of any Supplemental Indenture as authorized in Section 11.02 hereof.
Subject to the provisions of Section 11.02 and 11.03(a) hereof, the City may, from time to time and at any time, execute a Supplemental Indenture which amends the provisions of an earlier Supplemental Indenture. If such Supplemental Indenture is executed for one of the purposes set forth in Section 11.02 hereof, no notice to or consent of the Noteholders shall be required. If such Supplemental Indenture contains provisions which affect the rights and interests of less than all Series of Notes Outstanding and Section 11.02 hereof is not applicable, then this subsection (b) rather than subsection (a) above shall control, and, subject to the terms and provisions contained in this Section and not otherwise, the holders of not less than a majority in aggregate principal amount ofthe Notes of all Series which are affected by such changes shall have the right from time to time to consent to any Supplemental Indenture deemed necessary or desirable by the City for the purposes of modifying, altering, amending, supplementing or rescinding, in any particular, any of the terms or provisions contained in such Supplemental Indenture and affecting only the Notes of such Series; provided, however, that, unless approved in writing by the holders of all the Notes of all the affected Series then Outstanding, nothing herein contained shall permit, or be construed as pennitting, (i) a change in the scheduled times, amounts or currency of payment of the principal of or interest on any Outstanding Notes ofsuch Series, or (ii) a reduction in the principal amount or redemption price of any Outstanding Notes of such Series or the rate of interest thereon. Nothing herein contained, however, shall be construed as making necessary the approval by Noteholders of the adoption of any Supplemental Indenture as authorized in Section 11.02 hereof.
If at any time the City shall desire to enter into any Supplemental Indenture for any of the purposes of this Section, the City shall cause notice of the proposed execution of the Supplemental Indenture to be given by first-class United States mail to the Bank and all Noteholders or, under subsection (b) above, the Bank and all Noteholders of the Series. Such notice shall briefly set forth the nature of the proposed Supplemental Indenture and shall state that a copy thereof is on file at the office of the City for inspection by all Noteholders, and it shall not be required that the Noteholders approve the final form of such Supplemental Indenture but it shall be sufficient if such Noteholders approve the substance thereof.
The City may execute and deliver such Supplemental Indenture in substantially the form described in such notice, but only if there shall have first been delivered to the City (i) any required consents, in writing, of the Bank and the Noteholders, and (ii) the opinion of Bond Counsel required by the last paragraph of Section 11.02 hereof.
(d) If Noteholders of not less than the percentage of Notes required by this
Section shall have consented to and approved the execution and delivery thereof as herein
provided, no Noteholders shall have any right to object to the adoption of such
Supplemental Indenture, or to object to any of the terms and provisions contained therein
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or the operation thereof, or in any manner to question the propriety of the execution and delivery thereof, or to enjoin or restrain the City from executing the same or from taking any action pursuant to the provisions thereof.
Section 11.04. Effect of Supplemental Indenture. Upon execution and delivery of any Supplemental Indenture pursuant to the provisions of this Article, this Indenture or the Supplemental Indenture shall be, and shall be deemed to be, modified and amended in accordance therewith, and the respective rights, duties and obligations under this Indenture and the Supplemental Indenture of the City, the Trustee, the Issuing and Paying Agent, the Bank and all Noteholders shall thereafter be determined, exercised and enforced under this Indenture and the Supplemental Indenture, if applicable, subject in all respects to such modifications and amendments.
Section 11.05. Supplemental Indentures To Be Part of This Indenture. Any
Supplemental Indenture adopted in accordance with the provisions of this Article shall thereafter form a part of this Indenture or the Supplemental Indenture which they supplement or amend, and all of the terms and conditions contained in any such Supplemental Indenture as to any provision authorized to be contained therein shall be and shall be deemed to be part of the terms and conditions of this Indenture or tbe Supplemental Indenture which they supplement or amend for any and all puiposes.
IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, all as of the date first above written.
[SEAL]
CITY OF CHICAGO
ATTEST:
By: ¦ By:
City Clerk Chief Financial Officer
[SEAL] as Trustee
ATTEST: By:
Its:
By: _
Its:
(Sub)Exhibits "A", "B" and "C" referred to in this Trust Indenture read as follows:
JOURNAL—CITY COUNCIL-CHICAGO
(Sub)Exhibit "A". (To Trust Indenture)
(Form Of Master Note)
City Of Chicago
Commercial Paper Notes
2002 Program Series
Registered Owner:
Not to Exceed the Authorized Amount set forth below
The City of Chicago (the "City"), a municipality and a home rule unit of local government duly organized and validly existing under the Constitution and laws ofthe State of Illinois, for value received, hereby promises to pay to the registered owner hereinabove named or registered assigns, the principal amount, together with unpaid accrued interest thereon, if any, on the maturity date of each obligation identified on the records of the City (the "Underlying Records") as being evidenced by this Master
Note, which Underlying Records are maintained by , as issuing and
paying agent (the "Issuing and Paying Agent") under that certain Issuing and Paying
Agent Agreement, dated as of 1, 2002, between the City and the Issuing
and Paying Agent (the "Issuing and Paying Agent Agreement"). Interest on Series A Notes shall be calculated on the basis of actual days elapsed in a three hundred sixty-five (365) or three hundred sixty-six (366) day year, as the case may be, at the rate specified on the Underlying Records. Interest on Series B Notes shall be calculated on the basis of a three hundred sixty (360) day year and actual number of days elapsed, at the rate or yield specified on the Underlying Records. Payments shall be made from monies provided by the City and payments of drawings under an irrevocable,
transferrable, direct-pay letter of credit of by wire transfer to the
registered owner stated hereinabove from the Issuing and Paying Agent without the necessity of presentation and surrender of this Master Note.
This Master Note is one of a duly authorized issue of Commercial Paper Notes of the
City (hereinafter called the "Notes") ofthe series and designation indicated on the face
hereof. Said authorized issue of Notes consists of multiple series of varying
denominations, dates, maturities, interest rates and other provisions, as in the
Indenture hereinafter mentioned provided, all issued and to be issued pursuant to the
provisions of Section 6(a) of Article VII ofthe 1970 Constitution ofthe State of Illinois
and an ordinance (the "C.P. Note Ordinance") duly adopted by the City Council ofthe
City on , 2002. This Master Note evidences a series of Notes
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designated as the "City of Chicago, Commercial Paper Note, 2002 Program Series "
(hereinafter called the "Series Notes"). This Note is issued pursuant to the C.P. Note
Ordinance and a Trust Indenture, dated as of 1, 2002 (the "Indenture"),
between the City and as trustee (the "Trustee"), providing
for the issuance ofthe Series A Notes and the.Series B Notes in the aggregate principal amount outstanding at any time not to exceed Two Hundred Million Dollars ($200,000,000). The authorized issue of this Series Note is limited to the principal amount of Two Hundred Million Dollars ($200,000,000) reduced by the aggregate principal amount of Notes ofthe other series then outstanding under the Indenture and by the outstanding principal amount of "Auction Rate Securities" and "Variable Rate Securities" issued and outstanding under the C.P. Note Ordinance.
Reference is hereby made to the Indenture and the C.P. Note Ordinance for a description ofthe terms on which the Notes are issued and to be issued, and the rights ofthe registered owners ofthe Notes; and all the terms ofthe Indenture and the C.P. Note Ordinance are hereby incorporated herein and made a contract between the City and the registered owner from time to time of this Master Note, and to all the provisions thereof the registered owner of this Note, by its acceptance hereof, consents and agrees. Additional series of Notes may be issued on a parity with the Notes of this authorized series.
This Master Note, together with all other Notes, issued under the Indenture, are direct and general obligations ofthe City payable from any funds ofthe City legally available and annually appropriated for such purpose, including securities and monies held by the Trustee under the provisions ofthe Indenture. Pursuant to the Indenture, the City has covenanted and agreed to take all necessary action to annually appropriate funds in a timely manner so as to provide for the punctual payment of the principal of, redemption premium of and interest on all Notes issued under the Indenture; provided, however, that in no event will the City be obligated to levy any separate ad valorem or other tax in addition to other City taxes or any special ad valorem or other tax unlimited as to rate or amount to pay such principal, redemption premium or interest.
At the request ofthe registered owner, the City shall promptly issue and deliver one (1) or more separate note certificates evidencing each obligation evidenced by this Master Note. As of the date any such note certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Note. This Master Note is transferable by the registered owner hereof, in person or by attorney duly authorized in writing, at the principal office of the Issuing and Paying Agent in Chicago, but only in the manner, subject to the limitations and upon payment ofthe charges provided in the Indenture, and upon surrender and cancellation of this Note. Upon'such transfer a new fully registered Note or Notes of the same series designation, without coupons, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor.
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The City, the Trustee and the Issuing and Paying Agent may deem and treat the registered owner hereof as the absolute owner hereof for all purposes, and the City, the Trustee and the Issuing and Paying Agent shall not be affected by any notice to the contrary.
The rights and obligations of the City and of the registered owners of the Notes may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture and, under certain circumstances as described in the Indenture, without the consent ofthe holders ofthe Notes.
It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the mcurring of the indebtedness evidenced by this Master Note, and in the issuing of this Master Note, do exist, have happened and have been performed in due time, form and manner, and that this Master Note is not in excess of the amount of Notes permitted to be issued under the C.P. Note Ordinance.
This Master Note shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Issuing and Paying Agent. This Master Note is a valid and binding obligation of City.
In Witness Whereof, The City of Chicago, has caused this Master Note to be executed in its name and on its behalf by the manual or facsimile signature of the Mayor of the Issuer and the seal ofthe Issuer to be impressed or imprinted hereon and attested by the
manual or facsimile signature ofthe City Clerk ofthe Issuer, all as ofthe day of
,2002.
City of Chicago
By:
Mayor
[Seal]
Attest:
By:
City Clerk
REPORTS OF COMMITTEES
Certificate Of Authentication.
This Master Note is the Master Note described in the within Master Note and the within-mentioned Indenture.
Date of Authentication:
as Issuing and Paying Agent
Authorized Signature:
(Form Of Assignment) Assignment. -
For Value Received, The undersigned hereby sells, assigns and transfers unto
(Please Print or Typewrite Name and Address) (Please
Insert Social Security or other Taxpayer Identification Number of Assignee:
) the within Master Note and all rights and title therein, and hereby
irrevocably constitutes and appoints , attorney, to transfer the
within Master Note on the books kept for registration thereof, with full power of substitution in the premises.
(Registered Owner)
Notice: The signature(s) to this assignment must correspond with the name as it appears upon the face ofthe within Master Note in every particular, without alteration or enlargement or any change whatever.
Signature Guaranteed:
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Notice: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("D.T.C."), to the City or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede 85 Co. or in such other name as is requested by an authorized representative of D.T.C. (and any payment is made to Cede 8s Co. or to such other entity as is requested by an authorized representative of D.T.C, Any Transfer, Pledge Or Other Use Hereof For Value Or Otherwise By Or To Any Person Is Wrongful inasmuch as the registered owner Hereof, Cede 8& Co., has an interest herein.
(Sub)Exhibit "B". (To Trust Indenture)
(Form Of Bank Note)
City Of Chicago Bank Note (2002 Commercial Paper Program), [Name Of Bank].
$.
For Value Received, the Undersigned, City of Chicago (the "Borrower"), hereby
promises to pay to the order of (the "Bank"), at
, in the manner and on the dates provided in the
hereinafter defined Agreement in lawful money ofthe United States of America and in
immediately available funds, the principal amount of Dollars
($ ), or, if less, the aggregate unreimbursed amount ofthe Advances made
by the Bank pursuant to the Agreement. Terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Reimbursement Agreement
dated as of 1, 2002 (the "Agreement") between the Borrower and the
Bank, as from time to time in effect.
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The Borrower further promises to pay interest from the date hereof on the outstanding principal amount hereof and unpaid interest hereon from time to time at the rates and times and in all cases in accordance with the terms of the Agreement. The Bank may endorse its records relating to this Bank Note with appropriate notations evidencing the Advances and payments of principal hereunder as contemplated by the Agreement.
This Bank Note is issued pursuant to, is entitled to the benefits of, and is subject to, the provisions of the Agreement and that certain Trust Indenture dated as of
1, 2002 between the Borrower and , as Trustee. The
principal of this Bank Note is subject to prepayment in whole or in part in accordance with the terms of the Agreement.
The parties hereto, including the undersigned maker and all guarantors, endorsers and pledgors that may exist at any time with respect hereto, hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Bank Note and assent to the extensions of the time of payment or forbearance or other indulgence without notice.
This Bank Note And The Obligations Of The Borrower Hereunder Shall For All Purposes Be Governed By And Interpreted And Determined In Accordance With The Laws Of The State Of Illinois (Excluding The Laws Applicable To Conflicts Or Choice Of Law).
In Witness Whereof, The Borrower has caused this Bank Note to be signed in its corporate name as an instrument under seal by its duly authorized officer on the date and in the year first above written.
City of Chicago
[Seal] By:
Attest: Name:
Chief Financial Officer
City Clerk
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(Sub)Exhibit "C". (To Trust Indenture)
Form Of 2002 Program Series _ Proceeds Fund Requisition.
Requisition Number
To:
Re: Requisition of Funds from City of Chicago
Commercial Paper Notes, 2002 Programs
Series Proceeds Funds
The amount requisitioned: $
Payment to be made to:
Manner in which payment is to be made:
The undersigned, an Authorized City Representative within the meaning of the Trust
Indenture, dated as of 1,2002 (the "Indenture"), by and between the City
of Chicago (the "City") and ' , as trustee (the "Trustee"), hereby
requisitions the amount set forth above and directs that such amount be paid to the
party set forth above from funds held in the Series Proceeds Fund held under the
Indenture, and directs that payment be made in the manner described above.
For Series A Projects or Purposes only: The amount to be paid represents a cost of the Series A Project or Purpose as described in a Tax Certificate of the City, and the amounts requisitioned hereby will be expended only in accordance with and subject to
the limitations set forth in the Tax Certificate, dated , 2002, and relating
to the Series A Notes issued under the Indenture.
For Series B Projects or Purposes only: The amount to be paid represents a cost of a Series B Project or Purpose.
REPORTS OF COMMITTEES
Dated: City of Chicago
By:
Authorized City Representative
Exhibit "B". (To Ordinance)
Commercial Paper Dealer Agreement Between City Of Chicago And
Dated , 2002
Relating To
City Of Chicago Commercial Paper Notes 2002 Program Series A (Tax Exempt) And Series B (Taxable).
This Commercial Paper Dealer Agreement, dated , 2002 (the
"Agreement"), by and between the City of Chicago (the "Issuer") and
(the "C.P. Dealer").
For and in consideration of the mutual covenants made herein and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
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Section 1. Background And Definitions.
(a) The Issuer has authorized the issuance and reissuance from time-to-time of its
Commercial Paper Notes, 2002 Program, Series A (Tax Exempt) and Series B (Taxable)
(the "Notes") in the aggregate principal amount not to exceed Two Hundred Million
Dollars ($200,000,000) outstanding at any time.
(b) The Issuer has authorized the issuance ofthe Notes pursuant an ordinance duly
adopted by the City Council of the Issuer on , 2002 (the "Cnrdinance") and
the Trust Indenture dated as of 1, 2002 (the "C.P. Indenture") by and
between the Issuer and , as Trustee, relating to the Notes; and
the Issuing and Paying Agent Agreement, dated as of 1, 2002 (the
"C.P. Paying Agent Agreement") by and between the Issuer and
(the "C.P. Paying Agent"). The Ordinance, the C.P. Indenture
and the C.P. Paying Agent Agreement being herein sometimes referred to collectively in this Agreement as the "Authorizing Documents" (the "Authorizing Documents").
(c) (the "Facility Issuing Party") has delivered a letter of
credit (the "Facility") with respect to the Notes to (the
"Account Party") in accordance with the terms ofthe Authorizing Document and the
Reimbursement Agreement dated as of , 2002 between the Issuer and
the Facility Issuing Party (the "Facility Agreement") among the Issuer and the Facility Issuing Party.
(d) The Authorizing Documents provide for the appointment of a commercial paper
dealer to perform certain duties, including the offering and sale from time-to-time of
the Notes on behalf of the Issuer.
(e) has agreed to accept the duties and responsibilities ofthe C.P.
Dealer with respect to the Notes under the Authorizing Documents and this Agreement.
(f) Unless otherwise defined herein, all capitalized terms shall have the meanings
ascribed to them in the Authorizing Documents.
Section 2. Appointment Of C.P. Dealer.
(a) Subject to the terms and conditions contained herein, the Issuer hereby appoints
as the C.P. Dealer for the Notes, and hereby accepts
such appointment.
(b) The C.P. Dealer shall act as non-exclusive dealer with respect to the Notes. The
C.P. Dealer acknowledges that the Issuer may enter into agreements with other
dealers in connection with the offering and sale of the Notes on behalf of the Issuer.
REPORTS OF COMMITTEES
Section 3. Responsibilities Of C.P. Dealer.
(a) Subject to the terms and conditions set forth in this Agreement, Merrill Lynch
agrees to perform the duties of C.P. Dealer set forth in this Agreement. It is
understood that in undertaking to perform such duties, and in the performance
thereof, it is the intention ofthe parties that the C.P. Dealer will act solely as an agent
and not as a principal, except as expressly provided in this Agreement. The C.P.
Dealer shall use its best efforts to solicit and arrange sales of the Notes on behalf of
the Issuer at such rates and maturities as may prevail from time to time in the
market. The C.P. Dealer and the Issuer agree that any Notes which the C.P. Dealer
may arrange the sale of or which, in the C.P. Dealer's sole discretion, it may elect to
purchase, will be purchased or sold on the terms and conditions and in the manner
provided in the Authorizing Documents and this Agreement. Anything herein to the
contrary notwithstanding, to the extent of any conflict between the provisions hereof
and ofthe Authorizing Documents, the provisions ofthe Authorizing Documents shall
be controlling.
(b) Notwithstanding anything to the contrary contained herein, the C.P. Dealer:
will suspend its efforts with respect to the offer or sale of the Notes on behalf of the Issuer upon the receipt of notice of the occurrence of an event of default under the terms ofthe Notes, the Authorizing Documents, the Facility or the Facility Agreement; and
may, in its sole discretion, suspend its efforts with respect to the offer or sale of the Notes on behalf of the Issuer immediately upon the occurrence of any of the following events, which suspension will continue so long as, in the C.P. Dealer's reasonable judgment, such event continues to exist as to the Notes:
suspension or material limitation in trading in securities generally on the New York Stock Exchange;
a general moratorium on commercial banking activities in New York is declared by either federal or New York State authorities;
the engagement by the United States in hostilities if the effect of such engagement, in the C.P. Dealer's judgment, makes it impractical or inadvisable to proceed with the solicitation of offers to purchase the Notes;
legislation shall be introduced by committee, by amendment or otherwise, in, or be enacted by, the House of Representatives or the Senate of the Congress ofthe United States or within a legislative body within the State of Illinois having jurisdiction over the issuance of the Notes, or a decision by a court of the United States or the State of Illinois shall be rendered, or a stop order, ruling, regulation or official statement by, or on behalf of, the United States Securities and Exchange Cormnission or other governmental agency having jurisdiction of the subject
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matter shall be made or proposed, to the effect that the offering or sale of obligations of the general character of the Notes, as contemplated hereby, is or would be in violation of any provision ofthe Securities Act of 1933, as amended (the "Securities Act") as then in effect, or the Securities Exchange Act of 1934, as amended (the "Exchange Act") as then in effect, or with the purpose or effect of otherwise prohibiting the offering or sale of obligations ofthe general character of the Notes, or the Notes themselves, as contemplated hereby;
any event shall occur or information shall become known, which, in the C.P. Dealer's reasonable opinion, makes untrue, incorrect or misleading in any material respect any statement or information contained in any disclosure documents provided to the C.P. Dealer in connection with the performance of its duties hereunder, whether provided pursuant to Section 8 hereof or otherwise, or causes such documents to contain an untrue, incorrect or misleading statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading;
any governmental authority shall impose, as to the Notes, or obligations of the general character ofthe Notes, any material restrictions not now in force, or increase materially those now in force;
any of the representations and warranties of the Issuer made hereunder shall not have been true and correct on the date made;
the Issuer fails to observe any ofthe covenants or agreements made herein;
any ofthe rating agencies then rating the Notes or the Facility Issuing Party shall either (i) downgrade the ratings assigned to either the Notes or the Facility Issuing Party so that such Notes are not "Eligible Notes" as defined under Rule 2a-7 of the Investment Company Act of 1940, as amended or (ii) suspend or withdraw the then current ratings assigned to either the Notes or the Facility Issuing Party; or
(10) an actual or iniminent default or a moratorium in respect of payment of any
United States Treasury bills, bonds or notes the effect of which in the C.P.
Dealer's judgment makes it impractical to market the Notes or to enforce contracts
for the sale of the Notes.
Section 4. Transactions In Notes.
All transactions in Notes between the C.P. Dealer and the Issuer shall be in accordance with the Authorizing Documents, this Agreement, the Facility Agreement and with the customs and practices in the commercial paper market regarding settlement and delivery formally adopted in writing from time to time by the New York
REPORTS OF COMMITTEES
Clearinghouse, to the extent not inconsistent with the Authorizing Documents. As early as possible, but not later than 11:30 A.M. (Chicago time) on the day on which any Notes are to be issued, the C.P. Dealer shall notify the Issuer ofthe proposed final
maturities, prices and interest rates (which interest rates shall not exceed %
per annum) at which the C.P. Dealer will purchase or cause the purchase of the Notes, and provide the Issuer with any other information as required for delivery of such Notes. Except as described below, the C.P. Dealer shall not be obligated to purchase or cause the purchase of any Notes unless and until agreement has been reached in each case on the foregoing points and the C.P. Dealer has agreed to such purchase. Not later than 11:30 A.M. (Chicago time) on the date of each transaction, the C.P. Dealer shall either (a) confirm each transaction made with or arranged by it or (b) notify the Issuer and the C.P. Paying Agent ofthe difference, if any, between the amount of maturing Notes and the amount of Notes which the C.P. Dealer has arranged to sell or has agreed to purchase. Such confirmation or notification shall be given by telephone (or by other telecommunications medium acceptable to the Issuer) and in writing to the Issuer and the C.P. Paying Agent.
Section 5. Payment For Notes.
The C.P. Dealer shall pay for the Notes sold by the C.P. Dealer (or purchased by the C.P. Dealer for its own account) in immediately available funds by 1:15 P.M. (Chicago time) on the Business Day such Notes are delivered to the C.P. Dealer (provided that such Notes are so delivered to the C.P. Dealer by 1:15 P.M. (Chicago time) on such Business Day). All Notes will be sold at par, and will be evidenced either by (i) a global note immobilized with The Depository Trust Company of New York or (ii) if not, will be executed in the manner provided for in the C.P. Indenture.
Section 6. Designated Representative.
Note transactions with the Issuer, pursuant to Section 4 hereof, shall be with any one of the officers or employees of the Issuer who are designated as a Designated Representative by certificate signed by the Chief Financial Officer ofthe Issuer. The initial written designation of the Designated Representatives is appended hereto as Appendix A. The Issuer agrees to provide the C.P. Dealer with revised written designations in the form of Appendix A when and as required by changes in the Designated Representatives. The C.P. Dealer may rely upon such designation unless and until otherwise notified in writing by the Issuer.
Section 7. Resignation And Removal Of C.P. Dealer.
The C.P. Dealer may at any time resign and be discharged of its duties and obligations hereunder upon providing the.Issuer, the C.P. Trustee and the C.P. Paying Agent with thirty (30) days prior written notice. The C.P. Dealer may be removed at
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any time, at the direction of the Issuer upon seven (7) days prior written notice to the CP. Dealer and the C.P. Trustee and the C.P. Paying Agent. Upon removal or resignation ofthe C.P. Dealer, the Issuer shall promptly cause the C.P. Trustee and the C.P. Paying Agent to give notice thereof by mail to all owners ofthe Notes and to any rating agency which has assigned a rating to the Notes. The C.P. Dealer shall assign and deliver this Agreement to its successor if requested by the Issuer.
Section 8. Furnishing Of Disclosure Materials.
(a) The Issuer agrees to furnish the C.P. Dealer with as many copies as the C.P.
Dealer may reasonably request of the Offering Memorandum dated ,
2002 ofthe Issuer relating to the Notes (the "Offering Memorandum"), and such other information with respect to the Issuer and the Notes as the C.P. Dealer shall reasonably request from time to time.
The Issuer agrees to cooperate with the C.P. Dealer in the preparation from time-to-time of a new Offering Memorandum for the Notes in the event the CP. Dealer determines that the preparation and distribution of such Offering Memorandum is necessary or desirable in connection with offering and sale on behalf of the Issuer of the Notes, and to furnish or to cause to be furnished to the C.P. Dealer as many copies of such new Offering Memorandum as the CP. Dealer shall request.
If, at any time during the term of this Agreement, any event shall occur or facts become known to either party that might affect the correctness or completeness (under standards applicable to letter of credit backed commercial paper) of any statement of a material fact contained in the then current Offering Memorandum, such party shall promptly notify the other in writing of the circumstances and details of such event.
If any material adverse changes that may affect the offering and sale on behalf of the Issuer of the Notes or any fact or circumstance which may constitute, or with the passage of time will constitute, an event of default under the Notes, any Authorizing Document, the Facility or the Facility Agreement, the Issuer will promptly notify the C.P. Dealer by electronic means (telephone, facsimile communication or e-mail).
Section 9. Fees And Expenses.
For the C.P. Dealer's services under this Agreement, the Issuer will pay the C.P.
Dealer a fee of of one percent ( %) per annum ofthe weighted
average of the principal amount of Notes outstanding during each three (3) month
period. The Issuer will pay the fee quarterly in arrears commencing
1, 2002, and each March 1, June 1, September 1 and December 1 thereafter.
REPORTS OF COMMITTEES
Section 10. Representations, Warranties, Covenants And Agreements Of The Issuer.
The Issuer, by its acceptance hereof, represents, warrants, covenants, and agrees with the C.P. Dealer that:
it is a municipality and a home rule unit of local government duly organized and validly existing under the Constitution and laws of the State of Illinois;
it has full power and authority to take all actions required or permitted to be taken by the Issuer by or under, and to perform and observe the covenants and agreements on its part contained in, this Agreement and any other instrument or agreement relating hereto to which the Issuer is a party;
it has, on or before the date hereof, duly taken all action necessary to be taken by it prior to such date to authorize (i) the execution, delivery and performance of this Agreement, the Authorizing Documents, the Facility Agreement and any other instrument or agreement to which the Issuer is a party and which has been or will be executed in connection with the transactions contemplated by the foregoing documents; and (ii) the carrying out, giving effect to, consummation and performance of the transactions and obligations contemplated by the foregoing agreements and by the current Offering Memorandum;
(d) Offering Memoranda and supplements, amendments and updates to any
thereof, furnished by the Issuer and used by the C.P. Dealer (mcluding
amendments, supplements and replacements thereof), until such time as they shall
have been subsequently amended, updated or replaced, shall not, to the personal
knowledge and belief of the Chief Financial Officer of the Issuer (or the officer who
executes this Agreement on behalf of the Issuer, if other than the Chief Financial
Officer) or the City Comptroller, contain any untrue, incorrect or misleading
statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements made therein, under common industry
standards of disclosure applicable, as of the date of this Agreement, to letter of
credit backed commercial paper, in light of the circumstances under which they
were made, not misleading.
Section 11. Term Of Agreement.
This Agreement shall become effective on the date hereof and shall continue in full force and effect until the cessation of the Notes program, subject to the right of suspension and termination as provided herein.
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Section 12. Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.
Section 13. Dealing In Notes By The C.P. Dealer; No Obligation To Purchase Notes.
Notwithstanding anything to the contrary contained herein or elsewhere:
The C.P. Dealer, in its individual capacity, may in good faith buy, sell, own, hold and deal in any of the Notes, including, without limitation, any Notes offered and sold by the C.P. Dealer pursuant to this Agreement, and may join in any action which any owner of the Notes may be entitled to take with like effect as if it did not act in any capacity hereunder. The C.P. Dealer, in its individual capacity, either as principal or agent, may also engage in or be interested in any financial or other transaction with the Issuer and may act as depositary, account party, or agent for any committee or body of owners of the Notes or other obligations of the Issuer as freely as if it did not act in any capacity hereunder.
Nothing in this Agreement shall be deemed to constitute the C.P. Dealer an underwriter ofthe Notes or to obligate the C.P. Dealer to purchase any Notes for its own account at any time.
Section 14. Miscellaneous.
(a) Except as otherwise specifically provided in this Agreement, all notices, demands and formal actions under this Agreement shall be in writing and either (i) hand-delivered, (ii) sent by electronic means, or (iii) mailed by registered or certified mail, return receipt requested, postage prepaid, to
The C.P. Dealer:
Attention:
Telephone:
Telecopy:
REPORTS OF COMMITTEES
The Issuer: City of Chicago
Chief Financial Officer
33 North LaSalle Street, Sixth Floor Chicago, Illinois 60602 Attention: Walter K. Knorr
Telephone: (Omitted for printing
purposes) Telecopy: (Omitted for printing purposes)
E-mail: (Omitted for printing purposes)
The Issuing and
Paying Agent: ;
Attention:
Telephone:
Telecopy:
E-mail:
Each party hereto may, by notice given under this Agreement to the other parties described above, designate other addresses to which subsequent notices, requests, reports or other communications shall be directed.
This Agreement shall inure to the benefit of and be binding only upon the parties hereto and their respective successors and assigns. The terms "successors" and "assigns" shall not include any purchaser of any of the Notes merely because of such purchase. Neither the Facility Issuing Party nor any owner ofthe Notes or other third party shall have any rights or privileges hereunder.
All ofthe representations and warranties ofthe Issuer and the C.P. Dealer in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of the C.P. Dealer or the Issuer, (ii) the offering and sale of and any payment for any Notes hereunder, or (iii) suspension, termination or cancellation of this Agreement.
This Agreement and each provision hereof may be amended, changed, waived, discharged or terminated only by an instrument in writing signed by the parties hereto.
Nothing herein shall be construed to make any party an employee ofthe other or to establish any fiduciary relationship between the parties except as expressly provided herein.
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If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable for any reason, such circumstances shall not have the effect of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatsoever.
This Agreement may be executed in several counterparts, each of which shall be regarded as an original and all of which shall constitute one (1) and the same document.
In Witness Whereof, The parties hereto have executed this Agreement as of the date first above written.
City of Chicago
By:
Name: Walter K. Knorr
Title: Chief Financial Officer
By:
Name:
Title:
Appendix "A" referred to in this Commercial Paper Dealer Agreement reads as follows:
Appendix "A*. (To Commercial Paper Dealer Agreement)
Certificate Of Designated Representative.
I am the Chief Financial Officer of the City of Chicago (the "Issuer") duly authorized
pursuant to an ordinance adopted by the City Council of the Issuer on
REPORTS OF COMMITTEES
2002, as supplemented (the "Authorizing Document") to appoint Designated Representatives ofthe Issuer in connection with the issuance, from time to time, by the Issuer of commercial paper notes (the "Notes") in accordance with the Authorizing Document. I hereby designate the following persons to act on my behalf in accordance with the Authorizing Document and specimen signatures of such persons are set forth beside their names.
Designated Persons Specimen Signature
Executed this day of.
Name: Walter K. Knorr Title: Chief Financial
Exhibit *C". (To Ordinance)
Issuing And Paying Agent Agreement.
This Issuing and Paying Agent Agreement (this "Agreement") is entered into as of
1, 2002, by and between the City of Chicago (the "City"), a municipal
corporatipn and home rule unit of local government duly organized and existing under
the laws ofthe State of Illinois, and (the "Issuing and
Paying Agent"), a organized and existing under the laws of the
. All capitalized terms used but not otherwise defined herein shall have
the meanings specified in the Commercial Paper Indenture (as hereinafter defined).
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Section 1. Appointment.
The City has appointed and hereby accepts such
appointment, as the Issuing and Paying Agent in connection with the issuance and payment of up to Two Hundred Million Dollar ($200,000,000) aggregate principal amount of City of Chicago, Commercial Paper Notes, 2002 Program, Series A (Tax Exempt) and Series B (Taxable) (the "Commercial Paper Notes"), pursuant to that
certain Trust Indenture, dated as of 1, 2002 (the "Commercial Paper
Indenture"), providing for the issuance ofthe Commercial Paper Notes in such Series. Such Commercial Paper Notes are to be initially issued in book-entry form only and are to be initially evidenced by Master Note Certificates (the "Master Note Certificates") in the form attached to the Commercial Paper Indenture as (Sub) Exhibit A.
The Issuing and Paying Agent agrees to observe and perform its duties and obligations hereunder and under the Commercial Paper Indenture. Without limiting the generality of the foregoing, the Issuing and Paying Agent shall establish and maintain the Commercial Paper Bank Payment Account, the Commercial Paper Debt Service Account and the Bank Note Debt Service Account, and all required subaccounts therein. The Issuing and Paying Agent agrees to provide to the City and the Trustee a monthly report on the first (1st) business day of each month, which report shall set forth such information regarding the authentication and issuance of Commercial Paper Notes during the prior month, as the City and the Issuing and Paying Agent shall have agreed upon.
The Issuing and Paying Agent agrees to keep such books and records, including, without limitation, a complete record of all Issuance Requests, as shall be consistent with industry practice and as may reasonably be requested by the City, and to make such books and records available for inspection by the City, the Trustee and the Bank, such books and records to be available on each business day during reasonable business hours, and, if so requested, to send copies of such books and records to the City, the Trustee or the Bank (at their expense), as applicable.
Section 2. Certificate Agreement.
The City acknowledges that (i) the Issuing and Paying Agent has previously entered into a commercial paper certificate agreement (the "Certificate Agreement") with The Depository Trust Company, New York, New York ("D.T.C"), and (ii) the continuation in effect ofthe Certificate Agreement is a necessary prerequisite to the Issuing and Paying Agent's providing services related to the issuance and payment of the Commercial Paper Notes while the Commercial Paper Notes are in book-entry only form and D.T.C. is the Note Depository.
REPORTS OF COMMITTEES
Section 3. Letter Of Representations; Commercial Paper Indenture; Designated Representatives.
Prior to the issuance of any Commercial Paper Notes, the City shall deliver to Issuing and Paying Agent an executed Letter of Representations (the "Letter of Representations"), a copy of which is attached hereto a (Sub)Exhibit A. The Letter of Representations, when executed by the City, the Issuing and Paying Agent and D.T.C, shall supplement the provisions of this Agreement, and the City and the Issuing and Paying Agent shall be bound by the provisions ofthe Letter of Representations, to the extent not inconsistent with the provisions of the Commercial Paper Indenture.
The City has delivered to the Issuing and Paying Agent (a) a certified copy of the Commercial Paper Indenture, which copy is attached hereto a (Sub)Exhibit B, (b) a certified original Certificate of the Chief Financial Officer setting forth the Authorized City Representatives (the "Certificate of Chief Financial Officer"), containing the name, title and true signature of those officers and employees of the City designated by the City as an Authorized City Representative, and (c) a certified original of a Certificate of an Authorized City Representative setting forth the Designated Representatives (the "Certificate of Authorized City Representative" and, together with the Certificate of Chief Financial Officer, the "Certificates"), containing the name, title and true signature of those officers and employees ofthe City authorized, pursuant to the Commercial Paper Indenture, to take action with respect to the Commercial Paper Notes, which Certificates are attached hereto as (Sub)Exhibit C. The City agrees to provide the Issuing and Paying Agent with revised Certificates when there are changes in the Authorized City Representatives or Designated Representatives. Until the Issuing and Paying Agent receives any subsequent Certificate, the Issuing and Paying Agent shall be entitled to rely on the last Certificate delivered to it for the purpose of determiriing the Authorized City Representatives or Designated Representatives.
Section 4. Master Note Certificate.
Prior to the issuance of any Commercial Paper Notes, the City shall deliver to the Issuing and Paying Agent the Master Note Certificates evidencing the Commercial Paper Notes. Such Master Note Certificates shall be duly executed, specify the date of issuance, the series of Commercial Paper Notes, and be registered in the name of Cede & Co., as noniinee of D.T.C, all as provided in the Commercial Paper Indenture.
Section 5. Issuance Requests.
Issuance Requests shall be in the form attached hereto as (Sub)Exhibit D. Issuance Requests may be delivered by a Designated Representative through a electronic instruction and reporting communication service offered by either the Dealer or the Issuing and Paying Agent pursuant to Section 10 hereof, in each case received by the Issuing and Paying Agent at the address specified in Section 17 hereof prior to 11:30
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A.M. (Chicago, Illinois time) on the day on which such Issuance Request is to be operative.
If the Issuing and Paying Agent, at its option, acts upon an Issuance Request received after 11:30 A.M. (Chicago, Illinois time) on the day on which the Issuance Request is to be operative, the City understands and agrees that (a) such Issuance Request shall be acted upon a best efforts basis, and (b) the Issuing and Paying Agent makes no representation or warranty that the issuance and delivery of any Commercial Paper Note pursuant to such Issuance Request shall be completed prior to the close of business on such date.
Any Issuance Request given by telephone shall be confirmed to the Issuing and Paying Agent in writing, either by regular mail (upon receipt), electronic transmission or facsimile, by a Designated Representative prior to 1:00 P.M. (Chicago, Illinois time) in the form of (Sub) Exhibit D hereto on the day on which such Issuance Request is to be operative.
Notwithstanding anything herein to the contrary, upon receipt of a notice from the Bank under the Reimbursement Agreement in the form described in Section [9.02] of the Reimbursement Agreement (a "No-Issuance Notice"), the Issuing and Paying Agent shall cease issuing Commercial Paper Notes until such time as the Bank shall have retracted (by delivery of a written notice to the Issuing and Paying Agent) such No-Issuance Notice.
Section 6. Issuance.
The Issuing and Paying Agent's duties and responsibilities in connection with the issuance of the Commercial Paper Notes shall include:
holding the Master Note Certificates in safekeeping and completing or causing to be completed, each Master Note as to amount, date, maturity date, interest rate and interest amount upon receipt of Issuance Requests in accordance with the Commercial Paper Indenture;
(1) verifying that the aggregate principal amount of Commercial Paper Notes described in each Issuance Request (together with the interest thereon), plus the aggregate principal amount of all Commercial Paper Notes then outstanding (together with the interest thereon), less the aggregate principal amount of any of the then Outstanding Commercial Paper Notes to be retired concurrently with the issuance of the Commercial Paper Notes described in the Issuance Request (mcluding interest thereon), does not exceed the amount available to be drawn under the Letter of Credit securing such Commercial Paper Notes, and (2) assigning to each Issuance Request received from the City a C.U.S.I.P. Number;
REPORTS OF COMMITTEES
causing to be delivered a Commercial Paper Note on behalf of the City upon receipt of instructions from a Designated Representative ofthe City, as to the series, principal amount, registered owner, date of issue, maturity date (which shall be no more than two hundred seventy (270) days from the date of issuance thereof) and interest rate, (if applicable) by way of data entry transfer to the D.T.C. M.M.I. Same Day Funds Settlement System ("S.D.F.S."), and to receive from S.D.F.S a confirmation receipt that such delivery was effected;
if instructed by an Authorized City Representative, crediting the proceeds of sales of the Commercial Paper Notes to the appropriate subaccount within the Bank Payment Account established with the Issuing and Paying Agent pursuant to the Commercial Paper Indenture in an amount equal to the unreimbursed Advances made by the Bank to pay principal of or interest on the Commercial Paper Notes of such Series;
transferring to the Trustee for deposit in the Proceeds Fund any remaining proceeds of the sale of the Commercial Paper Notes after the credits pursuant to subsection (d) above; and
holding the amounts on deposit in the appropriate subaccount of the Bank Payment Account separate from all other funds, accounts and subaccounts of the Issuing and Paying Agent, and applying such amounts in accordance with the terms hereof and of the Commercial Paper Indenture.
The Issuing and Paying Agent shall have no duty or responsibility to make any transfer ofthe proceeds ofthe sale ofthe Commercial Paper Notes, or to advance any monies or effect any credit with respect to such proceeds or transfers unless and until the Issuing and Paying Agent has actually received the proceeds of the sale of the Commercial Paper Notes.
Section 7. Payment.
The Issuing and Paying Agent's duties and responsibilities in connection with the payment ofthe Commercial Paper Notes shall include:
(a) upon presentment at maturity of a Commercial Paper Note, paying the principal
of and interest on the Commercial Paper Note to the Owner thereof;
(b) making the necessary and timely drawings under the Letter of Credit in
accordance with the terms and provisions thereof in order to effectuate the timely
payment of principal and interest on the Commercial Paper Notes as the same become
due;
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crediting amounts received from the City for the payment of the principal of or interest on the Commercial Paper Notes to the related Series subaccount of the Bank Payment Account;
crediting amounts received from the Bank as a result of drawings under the Letter of Credit to the Commercial Paper Debt Service Account; and
keeping amounts on deposit in the Commercial Paper Debt Service Account separate from all other funds, accounts and subaccounts of the Issuing and Paying Agent, and utilizing such amounts in accordance with the terms hereof and of the Commercial Paper Indenture.
In making draws under the Letter of Credit, the Issuing and Paying Agent shall be acting solely on behalf and for the benefit ofthe Owners ofthe Commercial Paper Notes, and not as agent of the City.
The Issuing and Paying Agent shall have no obligation to pay amounts due on the Commercial Paper Notes at their maturity other than from funds received by the Issuing and Paying Agent from, or for the account of, the City, or from draws under the Letter of Credit.
Section 8. Bank Notes.
The City agrees from time to time to instruct the Trustee to furnish the Issuing and Paying Agent with an adequate supply of executed Bank Notes, which are in form satisfactory to comply with the provisions of the Commercial Paper Indenture and which are serially numbered and executed by facsimile signatures in accordance with the Commercial Paper Indenture, with the principal amount, date of issue, maturity date and Owner left blank. The Issuing and Paying Agent agrees to hold the unissued Bank Notes in safekeeping for the account ofthe City in accordance with the customary practice of the Issuing and Paying Agent.
Upon receipt of written notice from the Bank that an Advance made by the Bank has not been reimbursed on the day thereof and ofthe certificate of an Authorized City Representative, the Issuing and Paying Agent agrees to withdraw the necessary Bank Note(s) from safekeeping and, in accordance with such notice and certificate, agrees to:
(i) complete each Bank Note as to principal amount, date of issue, series and
maturity date in accordance with the Commercial Paper Indenture, register such
Bank Note in the name ofthe Bank and record each payment and prepayment on the
schedule attached thereto;
(ii) manually authenticate each Bank Note by any officer or employee duly
authorized and designated for such purpose;
REPORTS OF COMMITTEES
deliver the Bank Note(s) to or upon the order of the Bank; and
promptly deliver one (1) nonnegotiable copy of each Bank Note to the City.
(c) The Issuing and Paying Agent shall credit amounts received from the City for payment of the principal of and interest on Bank Notes to the Bank Note Account.
Section 9. Notice.
The Issuing and Paying Agent's duties and responsibilities in connection with providing notification of certain matters described in the Commercial Paper Indenture shall include:
notification by 4:00 P.M. (Chicago, Illinois time) one (1) Business Day prior to the maturity date of any Commercial Paper Notes to the City ofthe total amount due with respect to such maturing Commercial Paper Notes;
notification by 2:00 P.M. (Chicago, Illinois time) on the maturity date of any Commercial Paper Notes to the City, if funds held in the Bank Payment Account on such maturity date, together with the proceeds of Commercial Paper Notes to be issued on such date, are insufficient to repay an Advance made pursuant to a Reimbursement Agreement in connection with the maturity of such Commercial Paper Notes, which notification shall specify the amount of the deficiency;
notification by 3:00 P.M. (Chicago, Illinois time) on the maturity date of any Commercial Paper Notes to the Bank, if insufficient funds have been deposited in the Series Bank Payment Accounts to reimburse the Bank for an Interest Advance made on such day;
monthly notification to the City on the first (1st) business day of each month stating the amount of interest paid on Commercial Paper Notes during the prior month; and
any notification to be provided by the Issuing and Paying Agent as specified in the Commercial Paper Indenture.
Section 10. Operating System.
Issuance Requests may be delivered by a Designated Representative through either the Dealer's or the Issuing and Paying Agent's commercial paper electronic instruction and reporting communication service (each a "System", and collectively the "Systems"). Electronic instructions must be transmitted in accordance with the procedures furnished by the either the Dealer or the Issuing and Paying Agent, as applicable, to the
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City in connection with the Systems. These transmissions shall be the equivalent to the giving of a written Issuance Request to the Issuing and Paying Agent. If either System is inoperable at any time, a Designated Representative may deliver written, telephone or facsimile instructions to the Issuing and Paying Agent, which instructions shall be verified in accordance with any security procedures agreed upon by the parties.
Section 11. Representations.
The City represents to the Issuing and Paying Agent that this Agreement, the Commercial Paper Notes and the Bank Notes have been duly authorized, and that this Agreement, when executed, and the Commercial Paper Notes and the Bank Notes, when issued in accordance with the Issuance Requests and the Commercial Paper Indenture, will be valid and binding obligations ofthe City, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium and other similar laws affecting creditors' rights generally and to equitable principles when equitable remedies are sought.
The City represents to the Issuing and Paying Agent that each Commercial Paper Note and each Bank Note issued under this Agreement will be exempt from registration under the Securities Act of 1933, as amended.
Each Issuance Request to issue Commercial Paper Notes under this Agreement and the Commercial Paper Indenture shall be deemed a representation by the City as of the date thereof that such issuance conforms in all respects to the requirements of the Commercial Paper Indenture and this Agreement, and that the representations herein are true and correct as if made on and as of such date.
Section 12. Additional Information.
Upon the reasonable request of the City, the Trustee or the Bank, as applicable, given at any time and from time to time, the Issuing and Paying Agent agrees promptly to provide the City, the Trustee or the Bank, as applicable, with information with respect to the Commercial Paper Note(s), including, without limitation, the Bank Notes, issued and paid hereunder. Such request shall be in written form and shall include the principal amount, date of issue, maturity date, interest rate and amount of interest, as applicable, of each Commercial Paper Note which has been issued or paid by the Issuing and Paying Agent, and for which the request is being mace.
Section 13. Compensation.
The City agrees to pay compensation for the Issuing and Paying Agent's services pursuant to this Agreement in accordance with the Issuing and Paying Agent's fee
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schedule, as amended from time to time, and to reimburse the Issuing and Paying Agent for such disbursements (including the reasonable fees and expenses of counsel). The City shall also reimburse the Issuing and Paying Agent for any fees and charges imposed by the Note Depository with respect to Commercial Paper Notes issued in book-entry form.
Section 14. Liability.
The City agrees that the Issuing and Paying Agent shall not be liable for any losses, damages, liabilities or costs suffered or incurred by the City or the Issuing and Paying Agent as a result of (a) the Issuing and Paying Agent's having duly executed Issuance Requests in good faith in accordance therewith and with the Commercial Paper Indenture and this Agreement, except to the extent, if any, that such execution constitutes negligence by the Issuing and Paying Agent; (b) the Issuing and Paying Agent's improperly executing or failing to execute any Issuance Requests because of any material error contained in information provided by the City to the Issuing and Paying Agent for the purpose of preparing such Issuance Request, failure of communications media or any other circumstances beyond the Issuing and Paying Agent's control; (c) the actions or inactions of D.T.C. or any broker, dealer, consignee or agent not selected by the Issuing and Paying Agent; or (d) any other acts or omissions of the Issuing and Paying Agent (or of any of its agents, directors, officers, employees or correspondents) relating to this Agreement or the transactions or activities contemplated hereby, except to the extent, if any, that such other acts or omissions constitute negligence or willful misconduct by the Issuing and Paying Agent. This section shall survive any termination of this Agreement, the issuance and payment of any Note(s) and the resignation or removal ofthe Issuing and Paying Agent.
Section 15. Indemnity.
The City agrees to mdemriify and hold the Issuing and Paying Agent, its employees and any of its officers and agents harmless from and against, and the Issuing and Paying Agent shall not be liable for, any and all losses, liabihties (including Uabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses of any nature (mcluding, without limitation, attorneys' fees and expenses) arising out of or resulting from the exercise of its rights and/or the performance of its duties (or those of its agents and employees) hereunder; provided, however, that the City shall not be liable to mdemnify or pay the Issuing and Paying Agent or any of its officers or employees with respect to any loss, liability, action, suit, judgment, demand, damage, cost or expense that results from or is attributable to the Issuing and Paying Agent's negligence or willful misconduct or that of its officers or employees. The foregoing mdemnity includes, but is not limited to, any action taken or omitted to be taken by the Issuing and Paying Agent or any of its officers or employees upon written, telecopy, telephonic or other electronically transmitted instructions (authorized herein) received by the Issuing and Paying Agent from, or believed by it in good faith to have been given
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by, an Authorized City Representative or Designated Representative. The provisions of this section shall survive (i) the Issuing and Paying Agent's resignation or removal hereunder, and (ii) the termination of this Agreement.
Section 16. Termination.
Subject to the terms of the Commercial Paper Indenture, either the Issuing and Paying Agent or the City may terminate this Agreement at any time, upon not less than sixty (60) days prior written notice in the case of the Issuing and Paying Agent, and upon written notice in the case of the City, to the other and to the Trustee and the Bank. No such termination shall affect the rights and obligations of the City and the Issuing and Paving Agent which have accrued under this Agreement prior to teraiination. No termination can occur prior to (1) a substitute Issuing and Paying Agent being appointed by the City and assuming its duties under the Commercial Paper Indenture, and (2) the Letter of Credit being transferred to the substitute Issuing and Paying Agent. If no substitute Issuing and Paying Agent has been appointed at the end of the sixty (60) day period, then the Issuing and,Paying Agent may petition a court of competent jurisdiction to make such appointment.
Section 17. Addresses.
Issuance Requests hereunder shall be (a) mailed, (b) telephoned, (c) transmitted by facsimile device, and/or (d) transmitted electronically to the Issuing and Paying Agent at the address, telephone number and/or facsimile number specified below, and shall be deemed delivered upon receipt by the Issuing and Paying Agent at the address, telephone number and/or facsimile number specified below.
All notices, requests, demands, mcluding any No Issuance Notices and other communications hereunder (excluding Issuance Requests) shall be in writing and shall be deemed to have been duly given (a) upon delivery by hand (against receipt), (b) by facsimile, or (c) three (3) days after such notice, request, demand or other communication is delivered to a United States Post Office certified mail (against receipt) or by regular mail (upon receipt) to the party and at the address set forth below or at such other address as a party may designate by written notice:
(a) If To The City: City of Chicago
33 North LaSalle Street, 6th Floor Chicago, Illinois 60602 Attention: Chief Financial Officer
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(b) If To The Issuing and Paying Agent:
(c) If To The Bank: to the address set forth in the
Reimbursement Agreement
Section 18. Miscellaneous.
Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Illinois.
Assignment, Modification And Amendment; Issuing And Paving Agent's Successor In Interest. This Agreement may not be assigned by either the City or the Issuing and Paying Agent, and may not be modified, amended or supplemented except by a writing or writings duly executed by the duly authorized representatives ofthe City and the Issuing and Paying Agent. Anything in this Agreement to the contrary notwithstanding, any corporation or national banking association into which the Issuing and Paying Agent may be merged or converted, or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion to which the Issuing and Paying Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of the Issuing and Paving Agent, shall be the successor of the Issuing and Paying Agent if such successor corporation or national banking association is otherwise eligible under Section 7.03 ofthe Commercial Paper Indenture, without the execution or filing of any document or the undertaking of any further act on the part of the Issuing and Paying Agent or such successor corporation or national banking association.
Complete Agreement. This Agreement contains the entire understanding and agreement between the parties with respect to the subject matter hereof, and all prior agreements, understandings, representations, statements, promises, inducements, negotiations and undeilakings between the parties with respect to said subject matter are superseded hereby. In the event of any inconsistency between the provisions hereof and the Commercial Paper Indenture, the provisions of the Commercial Paper Indenture shall govern.
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(d) Singular Plural And Gender References. With respect to all references of the
Commercial Paper Indenture shall govern herein to nouns, insofar as the context
requires, the singular form shall be deemed to include the plural, the plural form shall
be deemed to include the singular, and the neuter, masculine and feminine genders
shall be deemed to refer to all such genders. The words "hereof", "herein", "hereby" and
"hereunder" and words of similar import, refer to this Agreement as a whole.
Counterparts. This Agreement may be executed in counterparts, each of which shall be an originai, and all of which shall constitute but one and the same instrument.
Section Headings. Section headings in this Agreement are for convenience of reference only, shall not constitute part of this Agreement and shall not be used to construe the meaning or intent of the provisions hereof.
Waiver Of Set-Off, Offset Lien Or Counterclaims. The Issuing and Paying Agent hereby waives to the fullest extent possible under applicable law any and all rights of set-off, offset, hen or counterclaim it may have with respect to any amounts held by it in the Bank Payment Account, the Bank Note Account and the Commercial Paper Debt Service Account by reason of any claim it may have against the City, the Trustee, the Bank or any other person.
Benefit Of Agreement. This Agreement is solely for the benefit of the parties hereto and the owners of the Commercial Paper Notes and the Bank Notes, and no other person shall acquire or have any right under or by virtue hereof.
In Witness Whereof, The parties hereto have caused this Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.
City of Chicago
By:
Chief Financial Officer
[Seal]
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Attest:
City Clerk
as Issuing and Paying Agent
By:
Its:
[(Sub)Exhibits "A" and "B" referred to in this Issuing and Paying Agent Agreement unavailable at time of printing.]
[(Sub)Exhibit "C" referred to in this Issuing and Paying Agent Agreement constitutes Appendix "A" to the Commercial Paper Dealer Agreement and is printed on pages 83150 through 83151 of this Journal]
(Sub)Exhibit "D" referred to in this Issuing and Paying Agent Agreement reads as follows:
(Sub)Exhibit «D". (To Issuing And Paying Agent Agreement)
Issuance Request (2002 Program).
The undersigned, a Designated Representative ofthe City of Chicago (the "City") does
hereby request , as Issuing and Paying Agent (the
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"Issuing and Paying Agent") under the Issuing and Paying Agent Agreement, dated as
of 1, 2002 (the "Issuing and Paying Agent Agreement"), between the
City and the Issuing and Paying Agent, to issue Commercial Paper Notes as follows:
Date of Issuance: _____
Principal Amount:
A. Series A (Tax Exempt)
Refunding Notes, 2002 Program Series A $
New Money Notes, 2002 Program Series A $
B. Series B (Taxable)
Refunding Notes, 2002 Program Series B $. New Money Notes, 2002 Program Series B $.
Total Principal Amount and Purchase Price for Notes $.
3. "Terms of Series A Notes (Tax Exempt):
Maturity Date Principal Amount Interest Rate Interest Amount
To be completed by 11:30 A.M. (Chicago, Illinois time) on the Date oflssuance specified in Paragraph 1.
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4. *Terms of Series B Notes (Taxable):
Maturity Date Principal Amount Interest Rate Interest Amount
5. Pursuant to Section 2.06(b) of that certain Trust Indenture, dated as of
1, 2002 (the "Indenture"), by and between the City and
as trustee, relating to Commercial Paper Notes, 2002
Program, the undersigned hereby certifies as follows:
(i) a Letter of Credit with respect to the Series Notes is in full force
and effect;
after the issuance of Commercial Paper Notes as requested hereby and the application of proceeds thereof, the aggregate principal amount of Commercial Paper Notes Outstanding will not exceed the amount currently authorized to be Outstanding under the Indenture as provided in Section 2.0 1(b) thereof;
the issuance of Commercial Paper Notes, Series A requested hereby, if refunding notes issued under the 2002 Program, will be applied to
pay $ of Commercial Paper Notes, Series A maturing
on the date hereof and will not be used to pay any Commercial Paper Notes, Series B;
To be completed by 11:30 A.M. (Chicago, Illinois time) on the Date of Issuance specified in Paragraph 1.
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the issuance of Commercial Paper Notes, Series B requested hereby, if refunding notes issued under the 2002 Program, will be applied to
pay $ of Commercial Paper Notes, Series B maturing
on the date hereof and will not be used to pay any Commercial Paper Notes, Series A;
the aggregate principal amount of Commercial Paper Notes described in this Issuance Request (together with the interest thereon), plus the aggregate principal amount of all Commercial Paper Notes currently outstanding (together with the interest thereon), less the aggregate principal amount of any of the currently Outstanding Commercial Paper Notes to be retired concurrently with the issuance of the Commercial Paper Notes described in this Issuance Request (including interest thereon), does not exceed the amount available to be drawn under the Letter of Credit securing such Commercial Paper Notes;
unless interest on the Commercial Paper Notes to be issued is taxable, to the City's knowledge there has been no change in the facts, estimates, circumstances and representations of the City set forth or made (as the case may be) in each Tax Certificate applicable to the Commercial Paper Notes being issued and to the extent that Note Proceeds are being deposited to the Proceeds Fund or are being used during the eighteen (18) month period described in the Tax Certificate to reimburse interest on Commercial Paper Notes then maturing, a certificate regarding the use of such proceeds, as required by the Tax Certificate, is attached hereto as Attachment A;
the term to maturity of the Commercial Paper Notes to be delivered does not exceed two hundred seventy (270) days, and the maturity dates of such Commercial Paper Notes set forth herein do not extend beyond the Termination Date of the Letter of Credit securing such Commercial Paper Notes;
(viii) the City has not been notified by Bond Counsel that its opinion with respect , to the validity of the Commercial Paper Notes and, unless interest on the Commercial Paper Notes is to be taxable, the tax treatment ofthe interest thereon has been revised or withdrawn or, if any such revision or withdrawal has occurred, the revised opinion or substitute opinion has not been revised or withdrawn;
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to the actual knowledge ofthe City, no Event of Default has occurred and is now continuing;
$ of Note Proceeds shall be deposited into the
appropriate subaccount of the Bank Payment Account;
$ of Note Proceeds shall be deposited into the
appropriate account of the Proceeds Fund; and
$ of funds shall be deposited by the City into the
appropriate subaccount of the Bank Payment Account to reimburse interest currently payable on maturing Commercial Paper Notes; and
all of the conditions precedent to the issuance of Commercial Paper Notes set forth in Section 2.06 ofthe Indenture have been satisfied.
All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Indenture.
Date: __ : City of Chicago
Request Number:
By
Designated Representative
[Attachment "A" referred to in this Issuance Request unavailable at time of printing.]
The following is said ordinance as passed:
Whereas, the City of Chicago (the "C/ty") is a body politic and corporate under the laws of the State of Illinois and a home rule unit under Article VII of the Illinois Constitution of 1970;. and , *
. Whereas, the City has heretofore authorized the issuance of its general obligation . • bonds and notes and has established a commercial paper program authorizing the'issuance of its general obligation commercial paper from time tb time; and
Whereas, the City's general obligation bonds and notes currently outstanding and its general obligation commercial paper currently or hereafter outstanding from time to time (collectively, the 'Outstanding Indebtedness') mature and are subject to optional and mandatory redemption as provided in the . respective proceedings authorizing the Outstanding Indebtedness; and'
Whereas, the City has heretofore entered into agreements of the type described in Section 14 hereof which are in existence as .of the date of adoption of this Ordinance (the "Existing Interest Rate Exchange Agreements'): and
Whereas, it is in the best interests of the inhabitants of the City and necessary for the welfare of the government and affairs of the City to authorize (i) refunding all or a portion of the •. Outstanding Indebtedness and (JOterminating, amending or otherwise modifying all or any-portion of the Existing Interest Rate Exchange Agreements and paying any settlement, breakage or termination amounts that may be due and owing in connection therewith, in order to. achieve, debt service' savings for the City, restructure debt, service of the Outstanding indebtedness or reduce, limit or manage the City's exposure la interest rate risk (cotlecUvely, the "Refunding Puiposesf); and
- Whereas, it is in the best interests of the inhabitants of the City and necessary for the welfare of the government and affairs of the City to finance (ft public right-of-way infrastructure improvements in City neighborhoods, including street and alley construction and improvements, lighting improvements, sidewalk improvements and replacement, and curb and gutter repairs' 'and replacement; («) infrastructure improvements to enhance the development of economic activity,, including ¦ industrial street construction and improvements, streetscaping, median-landscaping, demolition of hazardous, vacant or dilapidated buildings that pose a threat to public safety and welfare, shoreline reconstruction, riverbank stabflization, residential and commercial infrastructure redevelopment and railroad viaduct clearance improvements; (iii) trarcrxjrtation improvements (to City property and facilities arid to orooertv and facilities
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located within the City limits which are owned by other governmental entities), including street resurfacing, bridge and freight tunnel rehabilitation, traffic signal modernization, new traffic signal installation, intersection safety improvements and transit facility improvements; (iv) grants or loans to assist not-for-profit organizations or educational or cultural institutions, or to assist other municipal corporations, units of local government, school districts, the State of Illinois or the United States of America; (v) cash flow needs of the City; (vi) the acquisition of personal property, including, but not limited to, computer hardware and software, vehicles or other capital items useful or necessary for City purposes; (vii) Ihe duly authorized acquisition of improved and unimproved real property within the City for municipal, industrial, commercial or residential purposes, or any combination thereof, and the improvement,, demolition and/or remediation of any such property; (viii) constructing, equipping, altering and repairing various municipal facilities including fire stations, police stations, libraries, senior and health centers and other municipal facilities; (ix) the enhancement of economic development within the City by making direct grants or loans to, or deposits to funds or accounts to' secure the obligations of, not-for-profit or for-profit organizations doing business or seeking to do business in the City; (x)the funding of (A) judgments entered against the Gity, (B) certain settlements or other payments required to be made by the City as a condition to the resolution of litigation or threatened litigation or arbitration and (C) such escrow accounts or other reserves as shall be deemed necessary for. any of said purposes; (xi) the payment of certain contributions (the "Pension Contributions') to the Policemen's Annuity- and Benefit Fund, the Firemen's Annuity and Benefit Fund, the Municipal Employees', Officers' and Officials' Annuity and Benefit Fund and the Laborers' and Retirement Board Employees' Annuity and Benefit Fund (collectively, the "Pension Funds'); (xii) the provision of facilities, services and equipment to protect and enhance public safety, including,, but not limited to, increased costs for police and fire protection services, emergency medical .services, staffing at the City's emergency call center and other City facilities, and enhanced security measures at.airports and other major City facilities; and (xiii) acquiring motor vehicles for a term of years or lease period (the purposes described in clauses (i) through (xiii) above being referred to herein as the 'Project"); and
Whereas, the cost of the Refunding Purposes and the Project is estimated to be not less than $900,000,000 and the City expects to pay a portion of such costs by borrowing money and issuing its general obligation bonds in one or more series and at one or more times in the aggregate principal amount of not to exceed $900,000,000 (plus the amount of any original issue discount as herein provided); and
Whereas, the City has determined that it is advisable and necessary to authorize the borrowing of the sum necessary at this time for any or all of the purposes of (i) paying costs of the Refunding Purposes, (ii) paying costs of the Project, including capitalizing or funding such interest on the bonds herein authorized for said purpose as may be necessary, (iii) capitalizing or funding interest on Outstanding Indebtedness and (iv) paying the 'expenses of issuing the bonds herein authorized for the purposes described herein, and in evidence thereof to authorize the issuance of its General Obligation Bonds (the "Bonds'), in one or more series and at one or
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more times as herein provided, such borrowing being for a proper public purpose and in the public interest, and the City, by virtue of its constitutional home rule powers and all laws applicable thereto, has the power to issue such Bonds; and
WHEREAS, the Bonds may include one or more series of bonds the interest on which is, as designated by series, either includible or excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"); and
Whereas, the City-has authorized the issuance of certain bonds, notes and commercial paper of the City secured by and payable- from a specified revenue source, including, without limitation, airport revenues, sales tax revenues, motor fuel tax revenues, water system revenues and sewer system revenues (such bonds and notes being hereinafter referred to as."Revenue Bonds and Notes" and such commercial paper being hereinafter' referred to as 'Revenue Commercial Paper"); and '
Whereas, .the .City has determined that it is necessary to provide for various restructuring-amendments (i) to the Outstanding Indebtedness, (ii) to the Revenue Bonds and Notes currently outstanding arid the Revenue Commercial Paper currently or hereafter outstanding from time to time (collectively, ihe'Outstanding Revenue Indebtedness") and (iii) to the extent issued and outstanding from time to time in the future, the Bonds; and
Whereas, the City has determined that it is necessary to amend certain sections of the ordinance adapted by the City Council of the City of Chicago on May 1, 2002. (the "2002 Ordinance"); which authorized the issuance of Commercial Paper Notes Series A and Series B in ah amount not to exceed $200,000,000 and pursuant to which the City proposed ¦ to establish a commercial- paper program, an auction rate securities program, a variable rate securities program and a line of credit program (collectively, the "Borrowing Plan"); and
"'. Whereas; the Borrowing Plan authorizes the issuance of one or more series of Authorized Debt (as defined in the 2002 Ordinance) for (i) the payment, or reimbursement bf the City for the.payment, of the cost of all or any portion of-any capital project approved by City Council, (ii) cash flow needs of the City, (iii) the deposit of monies into funds and accounts as are provided for in any indenture entered into under the Borrowing Plan, and (iv) the payment of costs of issuance incurred in connection with each series of Authorized Debt; and
v Whereas, the City desires .to amend the .2002 Ordinance in order to,- among other things, (i) increase the maximum aggregate principal amount of Authorized Debt to be" outstanding under the 2002 Ordinance from $200,000,000 to 5500.000,000 and (iij further delegate authority and establish the. borrowing parameters for the line of credit program; now, therefore,
Be It Ordained BV the City Council of the city of Chicago:
Section. J. The City Council of the City (the 'City Council"), after a public meeting heretofore held on this Ordinance by the Committee on Finance of the City Council, pursuant to
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proper notice and in accordance with the findings and recommendations of such Committee, hereby finds thai all ofthe recitals contained in the preambles to this Ordinance are full. true and , correct and does incorporate them into this Ordinance by this reference.
Section 2. There shall be borrowed on the credit of and for and on behalf of the City in one or more series and at one or more times the sum of not to exceed $900,000,000 plus an amount equal to the amount of any net original issue discount used in the marketing of the Bonds (not to exceed 10 percent of the principal amount of each series thereof) for the purposes aforesaid; and the Bonds shall be issued from time to time in said aggregate principal amount, or such lesser amount, as may be determined by the City's Chief Financial Officer or the City Comptroller (each such officer being hereinafter referred to as an "Authorized Officer^.
All or any portion of the Bonds may be issued as Bonds payable in one payment on a fixed date ("Capital Appreciation Bonds'). Each series of Capital Appreciation Bonds shall.be dated the date of issuance thereof and shall also bear the date of authentication, shall be in fully registered form, shall be numbered, as determined by the applicable Bond. Registrar (as hereinafter defined), and shall be in denominations equal to the original principal amounts of such Capital Appreciation Bonds or any integral multiple thereof, each such original principal amount representing Compound Accreted Value (as hereinafter defined) at maturity (the "Maturity Amount") of such minimum amounts arid integral multiples thereof as shall be agreed upon by an .Authorized Officer and the purchasers of such Capital Appreciation- Bonds (but no single Bond shall represent Compound Accreted Value maturing on more than one date). As used herein, the "Compound Accreted Value" of a Capital Appreciation Bond on any date of determination shall be an amount equal to the original principal amount (or integral multiple thereof) plus an investment-return accrued to the date of such determination at a semiannual compounding rate which is necessary to produce the yield to maturity borne by such Capital Appreciation Bond (the "V7e/d to Maturity").
All or any portion of the Bonds may be issued as Bonds bearing interest at fixed rates and paying-interest semiannually as'described below (the 'Current Interest Bonds'). Each series of Current Interest Bonds shall' be dated such date as shall be agreed upon by an Authorized Officer and the purchasers of such Current Interest Bonds, shall be in fully registered form, shall be in such minimum denominations and integral multiples thereof as shall be agreed upon by an Authorized Officer and the purchasers bf such Current Interest .Bonds (but no single Current Interest Bond shall represent installments of principal maturing on more than one date), and shall be numbered as determined by the applicable Bond Registrar.
The Bonds may be initially issued as Capital Appreciation Bonds containing provisions for the conversion of the Compound Accreted Value of such Bonds into Current-Interest Bonds (the "Convertible Bonds') at such time following the initial issuance as shall be approved by an' Authorized Officer. While in the form of Capital Appreciation Bonds, such Convertible Bonds shall be subject to all of the provisions and limitations of this Ordinance relating to Capital Appreciation Bonds, and while in the ,form of Current Interest Bonds, such Convertible Bonds shall be subject to all of the provisions and limitations of this Ordinance relating to Current Interest Bonds. In particular, when Convertible Bonds are in the form of Capital Appreciation Bonds prior to their conversion to Current Interest Bonds, the transfer, exchange .and
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replacement provisions of this Ordinance with respect to Capita) Appreciation Bonds shall apply to such Convertible Bonds; provided that the Convertible Bonds delivered in the form of Capital Appreciation Bonds in connection with any such transfer, exchange or replacement shall have identical provisions for conversion to Current Interest Bonds as set forth in the Convertible Bonds being transferred, exchanged or replaced. In connection with the issuance and sale of any Convertible Bonds, the terms and provisions relating to the conversion of the Compound Accreted Value'of such Convertible Bonds into Current Interest Bonds shall be as approved by an Authorized Officer at the time of sale of such Convertible Bonds. Notwithstanding any other provision hereof, any series of Bonds may be issued as Capital Appreciation Bonds, Current Interest Bonds, Convertible Bonds or any combination thereof.
All or any portion of the Bonds may be issued as Bonds bearing interest at variable rates established by reference to such'indices or otherwise and adjustable and payable from time to time as shall be determined by an Authorized Officer and as agreed upon by an Authorized Officer and the purchaser of the Bonds (the "Variable Rale Bonds'). Each series of Variable Rate Bonds shall be dated such date as shall be agreed upon by.an Authorized Officer and the purchasers of such Bonds, shall be in fully registered form, shall be in such denominations as shall be agreed upon by ah Authorized Officer and the purchasers of the Bonds (but no single Bond shall represent installments of principal maturing on more than one date), and shall be numbered as determined by the applicable Bond Registrar. Each series of Variable Rate Bonds may be issued pursuant to, and have such terms and provisions as are set forth in, a trust indenture between the City and a bank or trust company selected by an Authorized Officer. The Mayor or an Authorized Officer is hereby authorized to enter into one or more such trust indentures on behalf of the City. Each such trust indenture shall be in Substantially the form of trust indentures previously entered into by the City in-connection with the sale -of general obligation bonds or.notes bearing interest at variable rates,.but with such revisions in text as the Mayor or the Authorized Officer executing the same shall determine are necessary or desirable, including such revisions as shall be necessary to incorporate provisions relating to .the manner of establishing the interest rate and the payment of interest from time to time on the Variable Rate-Bonds,:. the execution thereof, and any amendment thereto, by the Mayor or such Authorized Officer to evidence the City Council's approval of all such revisions.
All or any portion of the Bonds may be issued and sold from time to time on a retail basis to "individual investors {the' "Retail- Bonds") or as a direct purchase to holders (the "Direct Purchase Bonds'). The Retail Bonds and the Direct Purchase Bonds shall be sold as provided in Section 12 hereof.
The principal of :the" Bonds of each series shall become due and payable on or before the earlier of (i). January 1, 2054, or (ii) 40 years after the date of issuance thereof, Each series of Current Interest Bonds; shall bear interest at a'rate or rates and each series of Capital Appreciation-Bonds shall have Yields to Maturity not to exceed 15 percent per annum. Each series of Variable Rate Bonds shall bear interest from time to time at such rates determined by such remarketing" or other Indexing agent as shall be selected by an Authorized Officer for that purpose or as provided in the related trust indenture referred to above not to exceed 15 percent per annum. Any portion of the Bonds may be issued as bonds the interest on which is not
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excludable from the gross income of the owner thereof for federal income tax purposes if determined by an Authorized Officer to be beneficial to the City.
Each Capital Appreciation Bond shall accrue interest from its date at the rate per annum compounded semiannually on each January 1 and July 1, commencing on such January 1 or July 1 as determined by an Authorized Officer at the time of sale of such Capital Appreciation Bonds, which will produce the Yield to Maturity identified therein until the maturity date thereof. Interest on the Capital Appreciation Bonds shall be payable only at the respective maturity dates thereof.
Each Current Interest:Bond shall bear interest from the later of its date or the most recent interest payment date to which interest has been paid or duly provided for, until the principal ampuht of such Bond' is paid, such interest (computed upon the basis of a 360-day period of twelve 30-day months) being payable on January 1 and July 1 of each year, commencing on such January 1 or July 1 as shail be determined by an Authorized Officer at the time of the sale, of each series of Current Interest Bonds. Interest on each Current Interest Bond: shall be paid" to the person in whose name such Bond is registered at the close of business on the 15th day1 of the month next preceding the interest payment date, by check or draft of the applicable Bond Registiar, or, at the option of any registered owner of $1,000,000 or more in aggregate principal amount of Current Interest Bonds of a series, by wire transfer of immediately available funds'to such bank in the continental United States of America as the registered owner of such Bonds shall request in writing to the applicable Bond Registrar.
Each series of Variable Rate Bonds shall bear interest (computed from time to time at Such rates and on such basis as shall be determined by an. Authorized Officer or at the time of sale of such series of Variable Rate Bonds) payable on such dates as shall be determined by an Authorized Officer at the time of sale of such Variable Rate Bonds. Any. Variable Rate Bonds may be made subject to optional or mandatory tender for purchase by the owners thereof at such times and at such price's (not to exceed 105 percent of the principal amount thereof) as. shalt be determined by an Authorized Officer at the time of sale .of such Variable Rate Bonds. In connection with the remarketing of any Variable Rate Bonds of a series so tendered for purchase under-the terms and conditions so specified by an Authorized Officer, the Mayor and each Authorized Officer, are hereby authorized to execute on behalf of the City a remarketing agreement, and any amendment thereto, with respect to such series of Variable Rate Bonds in substantially the form previously used for variable rate financings of the City with appropriate revisions to reflect the terms and provisions of such Bonds sold as Variable Rate Bonds and such other revisions In text as an Authorized Officer shall determine are necessary or desirable in Connection with the sale of such Bonds as Variable Rate Bonds. The an nual fee paid to any remarketing agent serving in such capacity pursuant to any-such remarketing agreement with respect to a series of Variable Rate .Bonds shall not exceed one-quarter of one percent (0.25%) of the average principal'amount of such Variable Rate Bonds of such series outstanding during such annual period.
The Compound Accreted Value of the Capital Appreciation Bonds', the principal ofthe Current Interest Bonds and the Variable Rate Bonds and any redemption premium shall be
REPORTS OF COMMITTEES
payable in lawful money of the United States of America upon presentation and surrender thereof at the designated corporate trust office of the applicable Bond Registrar.
Each of the Bonds shall be designated "General Obligation Bonds, Series ," with
such additions, modifications or revisions as shall be determined to be necessary by an Authorized Officer at the time of the sale of such Bonds to reflect the calendar year of issuance of the Bonds, the order of sale of the Bonds, the specific series of the Bonds, whether the Bonds are being issued on a taxable basis, whether the Bonds are Capital Appreciation Bonds, Current Interest Bonds, Convertible Bonds, Variable Rate Bonds, Retail Bonds -or Direct Purchase Bonds, whether the Bonds are being issued and sold for the purpose of paying costs of the Refunding Purposes, paying costs of the Project or a combination thereof and any other authorized features of the Bonds determined by an Authorized Officer as desirable to be reflected in the title of the Bonds being issued and sold.
< • .
The seal of the City or a facsimile thereof shall be affixed to or printed on each of the Bonds, and the Bonds shall be executed by the manual or facsimile signature, of the.Mayor arid attested by the manual or facsimile signature of the City Clerk, and in case any officer whose signature shall, appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all proposes, the same as if such officer had remained in office until delivery. As used ia this Ordinance-. "City Clerk" shall mean the duly qualified and acting City Clerk of the City or any Deputy City Clerk or other person that may lawfully take a specific action or perform a specific duty prescribed for the City Clerk pursuant to this: Ordinance. •/'
.'All Bonds shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the applicable Bond Registrar as authenticating agent of the City and showing ihe 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 applicable Bond Registrar by manual signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Ordinance. The. certificate of authentication on any Bond shall be deemed to have been executed by the applicable Bond Registrar if signed by an authorized officer of such Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder.
Section 3. : (a) Reg/straf/oh and Transfer. The City shall cause books (the "Bond Register") for the registration and for the transfer of each series-of Bonds as provided in this Ordinance to be kept at the designated corporate trust office of a bank or trust company designated by ah'Authdrized Officer (the 'Bond Registrar^, as the registrar for the City in connexion with such'Series of Bonds. "The City is authorized to prepare multiple Bond blanks executed by the City for" use in the transfer and exchange of Bonds.
Upon surrender for transfer of any Bond at the designated corporate trust office of the applicable Bond Registrar, duly' endorsed by, or accompanied by a written instalment or instruments of transfer in form satisfactory to such Bond Registrar and duly executed by the
21714 JOURNAL-CITY COUNCIL-CHICAGO 3/14/2012
registered owner or its attorney duly authorized in writing, the City shall execute and such Bond Registrar shall authenticate, date and deliver in the name of the transferee or transferees (a) in the case of any Capital Appreciation Bond, a new fully registered Capital Appreciation Bond or Bonds of the same series, maturity and yield to maturity of authorized denominations, for a like aggregate original principal amount of Capital Appreciation Bond or Bonds of the same series, maturity and yield to maturity of other authorized denominations, or (b) in the. case of any other Bonds, one or more fully registered Bonds of the same series, type (Current Interest Bonds or Variable Rate Bonds), interest rate (or in the case of Variable Rate Bonds, method of interest rate determination) and maturity of authorized denominations, for a like principal amount. Any Capital Appreciation Bond or Bonds may be exchanged at said office of the applicable Bond Registrar for a like aggregate original principal amount of Capital Appreciation Bond or Bonds of the same series, maturity and yield to maturity of other authorized denominations. Any other Bond or Bonds may be exchanged' at said office of the applicable Bond Registrar for a like aggregate principal amount of Bonds of the same' series, type, interest rate and maturity of other authorized denominations.' The execution by the City of any fully registered Bond shall constitute full and due authorization of such Bond, and the applicable' Bond Registrar shall thereby be authorized to authenticate, date and deliver such Bond; provided that (a) the aggregate original principal amount of outstanding Capital Appreciation Bonds of each series, maturity and yield to maturity authenticated by the applicable Bond Registrar shall not exceed the authorized aggregate original principal amount of Capital-Appreciation Bonds of such series and maturity less previous retirements and (b) the principal amount of Current Interest-Bonds or Variable Rate Bonds of each series, maturity and interest rate (or interest rate determination method) authenticated by the applicable Bond Registrar shall not exceed the authorized principal amount of Current Interest Bonds or Variable Rate Bonds for such series, maturity and interest rate (or interest rate determination method) less previous retirements.
•' The applicable Bond Registrar .shall not be required to transfer or exchange (a) any Bond after notice calling such Bond for redemption has been mailed, or (b) any Bond during a period of 15 days next preceding mailing of a notice of redemption of such Bond; provided, however,-Thai provisions relating to the transfer or exchange of Variable Rate Bonds of a series shall be as determined by an Authorized Officer at the time of the sale thereof and may be set forth in the trust indenture securing such series of Variable Rate Bonds as authorized in Section 2 hereof.
The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the Compound Accreted Value of, principal of. redemption premium, if any, or interest on any Bond, as appropriate, shall be made only to or upon the order of the registered owner thereof or its 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 t
No service charge shall be made for any transfer or exchange of Bonds, but the City or the applicable Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of-Bonds, except that no such payment may be required in the case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond surrendered for redemption.
REPORTS OF COMMITTEES
Book-Entry Only System. If so determined and directed by ah Authorized Officer in connection with the sale of any of the Bonds, such Bonds mayvbe issued in book-entry only form. In connection with the issuance of Bonds in book-entry only form, an Authorized Officer is authorized to execute and deliver to .the book-entry depository selected by such Authorized Officer such depository's standard form of representation letter. If any of the Bonds are registered in the name of a securities depository which uses a book-entry system, the standing of the beneficial owner to enforce any of the covenants herein may be established through the books and records of such securities depository or a participant therein.
Bonds Lost, Destroyed, etc. If any Bond, whether in temporary or definitive form, is lost (whether by reason of theft or otherwise), destroyed (whether by mutilation, damage, in whole or in part, or otherwise) or improperly cancelled, the applicable Bond Registrar may authenticate a new Bond of like series, date, maturity date, interest rate (or, in'the case of Capital Appreciation Bonds, yield to maturity, and in the case of Variable Rate Bonds, method of interest rate determination), denomination and original principal amount (in the case of Capital Appreciation Bonds) or principal amount (in the case of other Bonds) and bearing a number not contemporaneously outstanding; provided that-(i) in the case of any mutilated Bond, such mutilated Bond shall first be surrendered.to the applicable Bond Registrar, and (ii) in the Case of any lost Bond or Bond destroyed in whole, there shall be first furnished to the applicable Bond Registrar evidence of such Toss or destruction, together with indemnification of the City and" such Bond Registrar, satisfactory to such Bond Registrar.' If any lost, .destroyed or improperly cancelled Bond shall-have matured or is about to mature, or has been called for'redemption, instead of issuing' a duplicate Bond, the applicable Bond Registrar shall pay the same without surrender thereof ifthere shall be first furnished to such. Bond Registrar evidence of such loss; destruction or cancellation, together with indemnity, satisfactory to it. Upon the issuance of any substitute. Bond, the applicable Bond Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed, in relation thereto.
(d) -'Redemption -and Repurchase. The Bonds- may. be made subject to redemption
prior to maturity at the option of the-City, in whole or .in part on any date, at such times and at
such redemption prices (tO'be expressed as a percentage of the principal amount of Current
Interest Bonds or Variable. Rate Bonds being redeemed or as a formula as described below and
expressed'as a percentage of the Compound Accreted Value of Capital Appreciation'Bonds to
be redeemed or as'a formula as described below) not to exceed 105- percent, plus, in the case
of Current Interest Bonds and Variable Rate Bonds, accrued interest to the" date of redemption,
as determined by an Authorized Officer at the time of the sale thereof.
• Notwithstanding'the foregoing, such 105 percent limitation on the redemption price of Bonds shall not apply where the redemption price is based upon a formula designed to compensate the owner of the Bonds tb be redeemed -based upon prevailing market conditions on the date fixed for redemption,' commonly known'as a "make-whole" redemption price-(the 'MakfrWhde Redempthn Price"). At the time of sale of the Borids.'ah Authorized Officer shall deterrhine the provisions'of the forriiula to be used to establish any Make-Whole Redemption Price, which may vary depending on whether the Bonds are issued on a taxable or tax-exempt-basis." An Authorized Officer shall confirm and transmit the applicable Make-Whole Rederh'ptton Price on such dates arid to .such parties as shall be necessary-to effectuate such redemption.-
JOURNAL-CITY COUNCIL-CHICAGO 3/14/2012
If fewer than all of the outstanding Bonds of a series are to be optionally redeemed, the Bonds to be called shall be called from such maturities and interest rates of such series as may be determined by an Authorized Officer.
Certain of the Bonds of a series may be made subject to mandatory redemption, at par and accrued interest to the date fixed for redemption, as determined by an Authorized Officer at the time of the sale thereof. Further, an Authorized Officer is hereby authorized to sell (at a price determined by such Authorized Officer to-be in the best interests of the City) or waive any right the City may have to call any of the Bonds or Outstanding Indebtedness for optional redemption, in whole or in part, and is hereby further authorized to expend the proceeds of any such sales for any purpose for which the proceeds of the Bonds are authorized to be expended and for the payment or prepayment bf any City debt obligations, all as determined by an Authorized Officer; provided however, to the extent that interest on such Bonds or Outstanding indebtedness is excluded from gross income for federal income tax purposes, such expenditures shall not adversely affect such exclusion. If determined to be necessary or appropriate, an Authorized Officer is authorized to solicit the consent of holders of outstanding Bonds or Outstanding Indebtedness to any such sale or waiver.
Retail Bonds may be made subject to repurchase by the City upon the demand of certain holders thereof at a price of not to exceed 105 percent of par, as more fully described in Section 12 hereof.
At the time of sale of Bonds of a series, an Authorized Officer is authorized to determine the manner of redeeming such Bonds, either by lot in the manner hereinafter provided or • pro-rata in the manner determined by-an Authorized Officer at the time of sale, in the event less, than alt of the Bonds of the same-series, maturity and interest rate are to be redeemed.
The Current Interest Bonds shall be redeemed only in amounts'equal to the respective minimum authorized denominations and Integral multiples" thereof and the Capital Appreciation Bonds shall be redeemed only in amounts representing the respective minimum authorized Maturity Amounts and integral multiples thereof. In the event of the redemption of fewer than all. the Bonds of the same series, maturity and interest rate by lot, the aggregate principal amount or Maturity Amount (as appropriate) thereof to be redeemed shall be the minimum authorized denomination or Maturity Amount (as appropriate) for such series or an integral multiple thereof, arid the applicable Bond Registrar shall assign to each Bond of such series, maturity and interest rate, a distinctive number for each minimum authorized denomination or Maturity Amount (as appropriate) of such Bond and shall select by lot from the numbers so assigned .as many numbers as, at such minimum authorized denomination or Maturity Amount (as appropriate) for each number, shall equal the principal amount or. Maturity Amount (as appropriate) of such Bonds to be redeemed. In such case, the Bonds to be redeemed shall be those to which were assigned numbers so selected; provided that only so much of the principal amount or Maturity Amount (as appropriate) of each Bond shall be redeemed as shall equal such minimum authorized denomination or Maturity Amount (as appropriate) for each number assigned to it and so selected. In the event of the redemption of fewer than all Bonds of the same series, maturity and interest rate on a pro-rata basis, if the Bonds are held in book-entry form at the time of redemption, at the time of sale of the. Bonds, an Authorized Officer is
REPORTS OF COMMITTEES
authorized to direct the Bond Registrar to instruct the book-entry, depository to select the specific Bonds within such maturity and interest rate for redemption pro-rata among such Bonds. The City shall have no responsibility or obligation to ensure that the book-entry depository properly selects such Bonds for redemption. -
The City shall, at least 45 days prior to any optional redemption date (unless a shorter time period shall be satisfactory to the applicable Bond Registrar), notify the applicable Bond Registrar of such redemption date and of the principal amount or Maturity Amount (as appropriate) of Bonds of such series to be redeemed.
In connection with any mandatory redemption of Bonds of a series as authorized above, the principal amounts of Bonds (or the Compound Accreted Value of the Capital Appreciation Bonds) of such series to be mandatorily redeemed in each year may be reduced through the earlier'optional redemption thereof, with any partial optional redemptions of such Bonds of such series' credited against future mandatory redemption requirements in such order of the mandatory redemption dates as an Authorized Officer may determine. In addition, on or prior to the 60th day preceding any' mandatory redemption date of Bonds of a series, the applicable Bond Registrar may, and if directed by an Authorized Officer shall, purchase Bonds of such series required to be retired on such mandatory redemption date at such prices as an Authorized Officer shall determine. Any such Bonds so purchased shall be cancelled and the principal amount (or Compound Accreted Value, as appropriate) thereof shall be credited against the payment required on such next mandatory redemption date with respect to such series of Bonds.
• The applicable Bond Registrar shall promptly notify the City in writing of the Bonds, or portions thereof, selected for redemption and, in the case of any Bond selected for partial redemption,' the principal amount. Compound Accreted Value or Maturity Amount (as appropriate) thereof, and the interest rate thereof to be redeemed:
Subject to the limitation on redemption price set forth above, in the case of redemption of any Variable Rate Bonds, the terms of such redemption shall be determined by an Authorized Officer.at the time of sale of such Variable Rate Bonds and may be set forth in the trust indenture securing such Variable Rate Bonds as authorized in Section 2 hereof.
Section 4: Except as may otherwise be determined as provided below for Variable Rate Bonds, unless waived by any owner of Bonds to be redeemed, notice of the call for any such redemption shall be given by the applicable Bond Registrar on behalf of the City by mailing the redemption notice by first class mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered owner of the Bond or Bonds tb be redeemed at the address shown on the applicable Bond Register or at such other address as is furnished in •writing by such registered owrier to such Bond Registrar, but the failure tb mail any such notice or any defect therein as to any Bond shall not affect the validity of the proceedings for the redemption of any other Bond. Any notice of rederription mailed as provided'in this Section shall be conclusively presumed to have been given whether or not actually received by the addressee. In the case of redemption of any Variable Rate Bonds of a series, the time and manner of giving such notice shali be determined by an Authorized Officer at the time of sale of
JOURNAL-CITY COUNCIL-CHICAGO 3/14/2012
such Variable Rate Bonds and may be set forth in the trust indenture securing such Variable Rate Bonds as authorized in Section 2 hereof.
All notices of redemption shall state:
the series designation of the Bonds to be redeemed,
the redemption date,
the redemption price, or in the case of.a. redemption of Bonds at a Make-Whole Redemption Price, a description of the formula by which the redemption price shall be determined,
if less than all outstanding Bonds of a series are. to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts and interest rates, Compound Accreted Values or Maturity Amounts) of the Bonds to be redeemed,
that on the redemption date the redemption price will become due and payable upon each such Bond or.portion thereof called for redemption, and that interest thereon shall cease to accrue or compound from and after said date,
' the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the designated corporate trust office of the applicable Bond Registrar, and
such other information as shall be deemed, necessary by the applicable Bond Registrar at the time such notice is given tb .comply with law, regulation or industry standard.
With respect to an optional redemption of any series of Bonds, such notice may state that said redemption-is conditioned upon the receipt .by the applicable Bond Registrar on or prior to the date fixed for redemption of moneys sufficient to pay the redemption price bf the Bonds of such series. If such moneys are not so received, such redemption'notice shall be of no force and effect, the City shall not redeem such Bonds and the applicable Bond Registrar shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed. Unless the notice of redemption shall be made conditional as provided above, on or prior to any redemption date for a series of Bonds, the City shall deposit with the applicable Bond Registrar an amount of money sufficient . to pay the redemption price of all the Bonds or portions thereof of such series which are to be redeemed on that date.
Notice of redemption having been given as aforesaid, the Bonds, or portions thereof, so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price or unless, in the event of a conditional notice as described above, the
REPORTS OF COMMITTEES
necessary moneys were not deposited) such Bonds, or portions thereof, shall cease to bear, accrue or compound interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the applicable Bond Registrar at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption (i) of any Current Interest Bond or Variable Rate Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same series, type (Current Interest Bonds or Variable Rate Bonds), interest rate or, in the case of Variable Rate Bonds, method of interest rate determination, and maturity in the amount of the unpaid principal or (ii) of any Capital Appreciation Bond, there shall be prepared for the registered owner a new Capital Appreciation Bond or Bonds of the same series, Yield to Maturity and maturity date in the amount of the unpaid Maturity Amount.
If any Current Interest Bond or Variable Rate Bond, or portion thereof, called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate borne by such Bond, or portion thereof, so called for redemption. If any Capital Appreciation Bond, or portion thereof, called for redemption shall not be so paid upon surrender thereof for redemption, the Compound Accreted Value at such redemption date shall continue to accrue interest from such redemption date at the Yield to Maturity borne by such Capital Appreciation Bond, or portion thereof, so called for redemption. All Bonds which have been redeemed shall be cancelled and destroyed by the applicable Bond Registrar and shall not be reissued.
If any Bond is not presented for payment when the principal amount, Compound Accreted Value or Maturity Amount thereof becomes due, either at maturity or at a date fixed for redemption thereof or otherwise, and if moneys sufficient to pay such Bond are held by the applicable Bond Registrar for the benefit of the registered owner of such Bond, such Bond Registrar shall hold such moneys for the benefit of the registered owner of such Bond without liability to the registered owner for interest. The registered owner of such Bond thereafter shall be restricted exclusively to such funds for satisfaction of any claims relating to such Bond.
Section 5. The Capital Appreciation Bonds and the Current Interest Bonds of each series shall be prepared in substantially the following forms with such insertions and revisions as shall be necessary to reflect the terms and provisions of the sale of the Bonds of such series pursuant to Section 12 hereof; provided that if the text of any Bond is to be printed in its entirety on the front side of such Bond, then the text shown or appearing on the reverse side of such Bond shall replace paragraph (2] and the legend, "See Reverse Side for Additional Provisions," shall be omitted. The Convertible Bonds shall be prepared incorporating the provisions of the forms of Capital Appreciation Bonds and Current Interest Bonds set forth below as necessary to reflect the terms and provisions of the sale of the Convertible Bonds pursuant to Section 12 hereof. The Variable Rate Bonds shall be prepared in substantially the form of the Current Interest Bonds set forth below, or as provided in the applicable trust indenture securing such Variable Rate Bonds as authorized in Section 2 hereof, with such insertions and revisions as shall be necessary to reflect the terms and provisions of the sale of the Variable Rate Bonds pursuant to Section 12 hereof.
All Bonds may be prepared with such insertions and revisions as shall be necessary in connection with the issuance of such Bonds as Retail Bonds or Direct Purchase Bonds.
JOURNAL-CITY COUNCIL-CHICAGO 3/14/2012
[Form of Capital Appreciation Bond — Front Side]
Registered
No.'
United States of America State of Illinois City of Chicago
$
Compound Accreted Value at Maturity ('Maturity Amount')
General Obligation Bond
Series
See Reverse Side for Additional Provisions
Maturity
20
Yield to Maturity
Original Principal amount Per
$ ooo
• Maturity Amount:
•JL
20
Dated Date
Registered Owner
The City of Chicago (the "City') hereby acknowledges itself to owe and for. value, received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Maturity Amount identified above. The amount of interest payable on this Bond on the Maturity Date hereof is the amount of interest accrued from the Dated Date hereof at a semiannual compounding rate necessary to produce the Yield to Maturity set forth above, compounded semiannually on each January 1 and '
July 1, commencing : 1, 20 . The Maturity Amount of this Bond is payable
in lawful money of the United States of America>upon presentation and surrender of this Bond at
the designated corporate trust office of , Chicago, Illinois, or its
successor, as bond registrar and paying agent (the "Bond Registrar*). The Compound Accreted
Value of this Bond per $ ,000 Maturity Amount on January 1 and July 1 of each year,
commencing 1, 20 , determined by the semiannual compounding described in
this paragraph shall be as set forth in the Table of Compound'Accreted Value Per $ .000
of Compound Accreted Value at Maturity-contained herein.
REPORTS OF COMMITTEES
Reference is hereby made to the further provisions of this Bond set forth on the reverse
hereof and such further provisions shall for all purposes have the same effect as if set forth at
this place. • ,
. It is hereby certified and recited that all condition's, acts and things required by law to exist or to be done precedent to and in the issuance of this Bond did exist, have happened, been done and performed in regular and due form and time as required by law; that the indebtedness of the City, including the issue of Bonds of which this is one. does not exceed any limitation imposed by law, and that provision has been made for the collection of a direct annual tax sufficient to pay the Maturity Amount hereof at maturity.
This Bond shall not be valid or become obligatory.for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar.
In Witness Whereof, the City of Chicago by the. City Council has caused its corporate seal to be imprinted, by facsimile hereon and this Bond to be signed by the duly authorized facsimile signature of the Mayor and attested by the facsimile signature of the City Clerk, all as of the Dated Date identified above.
(Facsimile Signature)
¦Mayor City of Chicago
Attest:
' (Facsimile Signature)
City Clerk City'of Chicago
[Seal] '
Date of Authentication: ,
CERTIFICATE OF AUTHENTICATION
This Bond is one bf the Bonds described in the within-mentioned Bond Ordinance and is
one bf the General Obligation Bonds, Series , of the City of Chicago.
(Manual Signature)
Authorized Officer
JOURNAL-CITY COUNCIL-CHICAGO 3/14/2012
[Form of Capital Appreciation Bond — Reverse Side]
City of Chicago
General Obligation bond
Series
For the prompt payment of. the Maturity Amount of this Bond as Ihe same becomes due, and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the City are hereby irrevocably pledged.
This Bond is one of a series of Bonds aggregating the original principal amount of
$_ ¦ issued pursuant to the constitutional home rule powers of the City for the
purposes of (i) paying costs of the Refunding Purposes described in the hereinafter-defined Bond Ordinance, (ii) paying costs of the Project described in the Bond Ordinance, and (iii) paying expenses incidental to the issuance of the. Bonds, and was authorized by an
Ordinance adopted by the City Council of the City on , 20 (the "Bond
Ordinance").
The Bonds maturing on or after January 1, , are redeemable prior to maturity at the
option of the City, in whole or in part on any date on or after 1, , and if
less than all of the outstanding Bonds are to' be redeemed, the Bonds to be called shall be called from such maturities as shall be determined by the City,, and if less than all of the Bonds of the same maturity and yield to maturity are to be redeemed; then [by lot] [pro-rata] for the Bonds of the same maturity and yield to.maturity in the manner hereinafter provided, the Bonds to be redeemed at the redemption prices (being expressed as a percentage of the Compound ' Accreted Value of the Bonds to be redeemed) set forth below:
Dates of Redemption Redemption Price
[Redemption by lot] In the event of the redemption of less than alt the Bonds of like maturity and yield to maturity, the aggregate Maturity-Amount thereof to be redeemed shall be
$ _,000 or an integral multiple thereof, and the Bond Registrar shall assign to each Bond of
such maturity and yield to maturity a distinctive number for each $ .000 Maturity Amount of such Bond and shall select by lot from the numbers so assigned as many numbers as, at
$ y.000 far each number, shall equal the Maturity Amount of such Bonds to be redeemed.
The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected;
provided that only so much of the Maturity Amount of each.Bond shall be redeemed as.shall
equal $ ,000 for each number assigned to it and so selected.
[Redemption pro-rata] In the event of the redemption of less than all the Bonds of like maturity and yield to maturity, the Bonds to be redeemed will be selected pro-rata in the manner . determined pursuant to the Bond Ordinance.
REPORTS OF COMMITTEES
Notice of any such redemption shall be sent by first class mail not fewer than 30 days nor more than 60 days prior lo the date fixed for redemption to the Registered Owner of each Bond to be redeemed at the address shown on the registration books of the City maintained by the Bond Registrar or at such other address as is furnished in writing by such Registered Owner to the Bond Registrar; provided that the failure to mail any such notice or any defect therein as to any Bond shall not affect the validity of the proceedings for the redemption of any other Bond. When so called for redemption, this Bond shall cease to accrue interest on the specified redemption date; provided that funds for redemption are on deposit at the place of payment at that lime, and shall not be deemed to be outstanding.
' This Bond is transferable by the Registered Owner hereof in person or by its attorney duly authorized iri writing at the designated corporate trust office of the Bond Registrar in Chicago, Illinois, but only in the manner, subject to the limitations and upon payment of the charges provided in the Bond Ordinance, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of authorized denominations, of the same maturity and yield to maturity and for the same aggregate Original Principal Amount will be issued to the transferee iri exchange therefor. The Bond Registrar shall not be required to transfer or exchange this Bond (A) after notice calling this Bond for redemption has been mailed, or (B) during a period of .15 days next preceding mailing of a notice of redemption of this Bond.
The Bonds are issued in fully registered form in Original Principal Amounts representing
$ ,000 Maturity Amount or any integral multiple thereof. .This Bond may be exchanged at
the designated corporate trust office of the Bond Registrar for a like aggregate Original Principal Amount of. Bonds of the same series and maturity, upon the terms set forth in the Bond Ordinance.' • *
¦The City and the Bond Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of the Maturity Amount hereof and redemption premium, if any, hereon and for all other purposes and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. 1
Table of compound accreted value ' pER $ ' •• .000 of Compound Accreted Value at Maturity
(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 •
attorney to transfer the said "Bond on the books kept for registration thereof with full power of • substitution in the premises.
JOURNAL—CITY COUNCIL-CHICAGO 3/14/2012
Dated:
Signature guaranteed:
Notice: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
[Form of Current Interest Bond — Front Side]
REGISTERED
No.
United States of America
State of Illinois
City of Chicago ¦
General Obligation Bond Series • . •
See Reverse Side for Additional Provisions
Interest Rate:
Maturity Date: January .1,20.
Registered Owner. Principal Amount:
The City of Chicago (the "City) hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above'and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on such Principal Amount from the later of the date of this Bond or the most recent interest payment date to which interest has been paid at the Interest Rate per annum set forth above on
January 1 and July 1 of each year commencing ; 1, 20 , until said Principal
Amount is paid. Principal of this Bond and redemption premium, if any, shall be payable in lawful money of the United Stales of America upon presentation and surrender at the
designated corporate trust office of ." V Chicago, Illinois, .as bond
registrar and paying agent (the "Bond Registrar"). Payment of the installments of interest shall be made to the Registered Owner hereof as shown on' the registration books of the City maintained by the Bond. Registrar al the close of business on the 15th day of the month next preceding each interest payment date and shall be paid by check or draft of the. Bond Registrar ¦mailed to the address of such Registered Owner as it appears on such registration books or at such other address furnished in writing by such Registered Owner to the Bond Registrar or, at ¦ the option of any Registered Owner of $1,000,000 or more in aggregate, principal amount of the Bonds, by. wire transfer of immediately available funds to such bank in the continental United States of America as the Registered Owner hereof shall request in writing to the Bond Registrar.
REPORTS OF COMMITTEES
Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as if set forth at this place.
• It is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this Bond did exist, have happened, been done and performed in regular and due form and time as required by law; that the indebtedness ofthe City, including the issue of Bonds of which this is one; does not exceed any limitation imposed by law; and that provision has been made for the collectionpf a direct annual tax sufficient to pay the interest hereon as it falls due and also' to pay and discharge the principal hereof at maturity.
This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar.
In Witness Whereof, the City of Chicago by the City Council has caused its corporate seal to .be imprinted by facsimile hereon and this Bond to be signed'by the duly authorized facsimile signature of the Mayor and attested by the facsimile signature of the City Clerk, all as' of the Dated Date identified above.
• (Facsimile Signature) .__
Mayor City of Chicago
•Attest; ¦•
. (Facsimile Signature)
City Clerk City of Chicago
[Seal]
Date of Authentication:
Certificate of Authentication
. This Bond is one of the Bonds des'cribed in the within-mentioned Bond Ordinance and is
one of the General Obligation Bonds, Series , ofthe City qf Chicago.
By. (Manual Signature)
Authorized Officer
JOURNAL-CITY COUNCIL-CHICAGO 3/14/2012
[Form of Current Interest Bond — Reverse Side]
City of Chicago
General Obligation Bono
Series
For the prompt payment of this Bond, both principal and interest, as aforesaid, as.the same become due, and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the City are hereby irrevocably pledged.
This Bond is one of a series of Bonds aggregating the principal amount of
$ issued pursuant to the constitutional home rule powers of the City for the
purposes of (i) paying costs of the Refunding Purposes described in the hereinafter-defined Bond Ordinance, (ii) paying costs bf the Project described in the Bond Ordinance, and (iii) paying expenses incidental to the issuance of the Bonds, and- was authorized by an
Ordinance adopted by the City Council of the City on 20 (the "Bond
Ordinance1). '
The Bonds maturing on or after January .1, , are redeemable prior to maturity at the .
option of the City, in whole or in part on any date on or after 1," , and if less
than all of the outstanding Bonds are to be redeemed, the Bonds to be called shall be called from such maturities and interest rates as shall be determined by the City and if less than all of the Bonds of a single maturity and the same interest rate are to be redeemed then [by lot] . [pro-rata] within such maturity and interest rate in the manner hereinafter provided, the Bonds to be redeemed at the redemption prices (being expressed as a percentage of the principal amount) set forth below, plus accrued interest to the date of redemption:
Dates of Redemption '¦ Redemption Price
The Bonds maturing on January 1, , are subject to mandatory redemption prior to
maturity on January 1 of the-'years to , inclusive, and the Bonds maturing on
¦ January 1, , are subject to mandatory redemption prior'to maturity on January 1 of the
•years ^_ to , inclusive, in each case at par and accrued interest to the date fixed for
redemption. N
[Redemption by lot] In the event of the redemption of less than all the Bonds of like maturity and interest rate, the aggregate principal amount thereof to be redeemed shall, be
$. ,000 or an integral multiple.thereof, and the Bond Registrar shall assign to each Bond of
such maturity and interest rate a distinctive number for each $ ,000 principal'-amount of
such Bond and shall select by lot from the numbers so assigned as many numbers as, at
$ ,000 for each number, shall equal the principal amount of such Bonds to be redeemed.
The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected;
provided that only so much of the principal amount of each Bond shall be redeemed as shall
equal $ ,000 for each number assigned to it and so selected.
REPORTS OF COMMITTEES
{Redemption pro-rata] In the event of the redemption of less than all of the Bonds of like maturity and interest rate, the Bonds to be redeemed will be selected pro-rata in the manner determined pursuant to the Bond Ordinance.
Notice of any such redemption shall be sent by first class mail not less than 30 days nor more than 60 days prior to the date fixed for redemption to the Registered Owner of each Bond to be redeemed at the address shown on the registration books of the City maintained by the Bond Registrar or at such other address as is furnished in writing by such Registered Owner to the Bond Registrar; provided that the failure to mail any such notice or any defect therein as to any Bond shall not affect the validity of the proceedings for the redemption of any other Bond. When so called for redemption, this Bond shall cease to bear interest on the specified redemption date, provided that funds for redemption are on deposit at the place of payment at that time, and shall not be deemed to be outstanding.
This Bond is transferable by the Registered Owner hereof in person or by its attorney duly authorized in writing at the designated corporate trust office of the Bond Registrar in Chicago, Illinois, but only in the manner, subject to the limitations and upon payment of the charges provided in the Bond Ordinance, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of authorized denominations, of the same interest rate, series and maturity and for the same aggregate principal amount will be issued to the transferee in exchange therefor. The Bond Registrar shall not be required to transfer or exchange this Bond (A) after notice calling this Bond for redemption has been mailed, or (B) during a period of 15 days next preceding mailing of a notice of redemption of this Bond.
The Bonds are issued in fully registered form in the denomination of $ ,000 each or
authorized integral multiples thereof. This Bond may be exchanged at the designated corporate trust office of the Bond Registrar for a like aggregate principal amount of Bonds of the same interest rate, series and maturity of other authorized denominations, upon the terms set forth in the Bond Ordinance.
The City and the Bond Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and redemption premium, if any/and for all other purposes and neither tbe City nor the Bond Registrar shall be affected by any notice to the contrary.
21728 JOURNAL-CITY COUNCIL-CHICAGO 3/14/2012
(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
attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises.
Dated: • ¦ "
Signature guaranteed:
Notjce: . The. signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
; Section 6. Each Bond shall be a direct and general obligation of the City for the payment of which (as to Compound Accreted Value, • principal, interest and redemption : premium, if any, as appropriate) the. City pledges its full faith and credit. Each Bond shall be payable (as to Compound Accreted'Value, principal, interest and redemption premium, if any, as appropriate) from any moneys, revenues, receipts, income, assets or funds ofthe City legally available for such purpose, including but not limited to the proceeds of the Pledged. Taxes (as defined in Section 7 hereof)-.
Section 7. For the purpose of providing the funds required to pay as the same become due (i) the principal of and interest and redemption premium, if any, on the Bonds (including the Compound Accreted Value of any Capital Appreciation Bonds); (ii) the purchase price of Bonds that are subject to optional or mandatory tender for purchase by the owners thereof, to the extent not otherwise provided for. pursuant to the terms'of a Credit Facility (as defined in Section 12 hereof), (iii) such amounts as may be payable under Interest Rate' Exchange Agreements (as defined in Section 14 hereof) from the direct annual tax described below, fiv) amounts (other than periodic fees and expenses) payable to providers of Credit Facilities as described in Section 12 hereof and (v) to the extent determined by an Authorized Officer to be necessary or desirable, periodic fees and expenses payable ta parties involved in the provision of ongoing services relating to the Bonds, the Outstanding Indebtedness, the Existing Interest Rate Exchange Agreements or Interest Rate Exchange Agreements,, including' parties such as those identified by an Authorized Officer in a'"notification of sale as described in Section 12 hereof arid parties providing similar ongoing services, such as rating agencies and entities providing financial market information to be used in connection with the structuring and sale ofthe Bonds (the "Ongoing financing Services"), there is hereby levied and there shall be collected a direct annual tax upon all taxable property in the City for the years and in the amounts as follows:
REPORTS OF COMMITTEES
Amount
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032
$150,000,000 150,000,000 150,000,000 150,000,000 150,000,000 150,000.000 150,000,000 150.000,000 150,000,000 150.000,000 150.000,000 150.000,000 150,000,000 150,000,000 150,000,000 150.000,000 150,000.000
. 150.000,000 150,000,000
. 150.000.000 150,000,000
2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052
$150,000,000 150,000,000 150,000,000 150,000,000 150,000.000 150,000.000 150.000.000 150.000,000 150,000.000 150.000,000 150,000.000 150.000.000 150.000.000 150,000.000 150,000.000 150.000.000 150.000.000 150,000,000 150,000,000 150,000.000
; provided that collections of such levy for any year in an amount in excess of that necessary to make the payments described in clauses (i), (ii), (iii), (iv) and (v) above (a) may be used for any lawful public purpose designated by the City. Council or (b) may be reduced and abated by an Authorized Officer if such reduction is deemed desirable by an Authorized Officer in connection .with the sale orsales of the Bonds, in each case as determined from time to time by an Authorized Officer as provided in Section 12 hereof. '
The tax levy made in this Section is not subject to the "Aggregate Levy" limitation contained in the Chicago Property Tax Limitation Ordinance contained in Chapter 3-92 of the Municipal Code of Chicago (the "Municipal Code'), and Section 3-92-020 of the Municipal Code is hereby superseded to exclude the tax levy herein from the definition of "Aggregate Levy" contained therein. '
The term- 'Pledged Taxes" means (i) the taxes hereinabove levied for collection for the purpose of providing'the funds necessary to make the payments described in clauses ("'). ("). (iii); (iv) and r(v) bf the first paragraph of this Section'7, and (ii) subject to the provisions of Section 15 hereof, the proceeds of taxes levied for the years from and after 2011 in connection with the issuance of the Outstanding .Indebtedness to the extent such tax collections are not necessary for thcpayment of the Outstanding Indebtedness due to the refunding thereof as authorized herein "or pursuant to any other authorization, and the \erm'"Pledged Taxes" shall also include any amounts deposited into the hereinafter-defined Bond Fund or deposited with
JOURNAL-CITY COUNCIL-CHICAGO 3/14/2012
the Ad Valorem Tax Escrow Agent (as hereinafter defined) by an Authorized Officer for the purpose of paying principal of and interest on the Bonds and any accrued interest received and deposited in the Bond Fund or the Ad Valorem Tax Escrow Account, if established pursuant to Section 9 hereof.
>
As provided in Section 12 or otherwise, the City reserves the right to abate all or a portion of the Pledged Taxes required to be levied in any year if and to the extent on or before March 31 ofthe next succeeding calendar year (or such earlier date as may be required by law), the City has on hand amounts dedicated to the payments described in clauses (i),'.(ii), (iii) and (iv) of the first paragraph of this Section 7. due during the one-year period commencing on January 2 of such succeeding calendar year. The City may, but shall not be required to, cause the levy or extension in any year of taxes for the payment of the costs of Ongoing Financing Services.
Section 8. The City shall appropriate or otherwise provide amounts sufficient to pay (i) principal of and interest on the Bonds (including the Compound Accreted Value of any Capital Appreciation Bonds), (ii) amounts (other than periodic fees and expenses) payable to providers bf Credit Facilities as" described in Section 12 hereof to the payment of which the'City "has pledged its full faith and credit and (iii) Interest Rate Exchange Agreements to the payment of which the City has pledged its full faith and credit for the years such amounts are due, and the City hereby covenants to take timely, action as required by law to carry out the provisions of this Section, but, if for any such year it fails to do so; this Ordinance shall constitute a continuing appropriation ordinance of such amounts without any further action on the part of the City Council. "
Seclidn'9. Each Authorized Officer is authorized to establish one Or more special accounts, if determined to be necessary in connection with the sale of _any of the Bonds, separate and segregated from all other funds and accounts of the City, which shall either be (i) held by an Authorized Officer (each a "Bond Fund') or (ii) maintained with a bank or' trust company to be designated by an Authorized Officer (each an 'Ad Valorem Tax Escrow Account') pursuant to an escrow agreement (each an "Ad. Valorem Tax Escrow Agreement"), between'the City and the applicable Escrow Agent named therein (each an "Ad Valorem Tax Escrow Agent), and one or more of the Mayor or an Authorized Officer are hereby authorized to • execute and deliver one or more Ad Valorem Tax Escrow Agreements in connection with the . sale of the Bonds in such form as. the officers so executing such agreement may deem appropriate in accordance with the provisions of this Ordinance.
In lieu of the proceeds of such taxes being deposited with the City Treasurer, any such Ad Valorem Tax Escrow Agreement may authorize the County. Collectors of Cook and DuPage "Counties, Illinois to deposit the proceeds of such taxes directly into the applicable Ad Valorem Tax'Escrow Account; if such Account has been'created.
; Section 10. If.the Pledged Taxes to be applied to the payment of the Bonds are not. available in time to make any payments of principal of or interest-on the Bonds when due, then the appropriate fiscal officers of the City are hereby directed to make such'payments from ariy other moneys, revenues, receipts, income, assets or funds of the City that are legally available
REPORTS OF COMMITTEES
for that purpose in advancement of the collection of such Pledged Taxes, and when the proceeds thereof are received, such other funds shall be replenished, all to the end that the credit of the City may be preserved by the prompt payment of the principal of and interest on the Bonds as the same become due.
Section 11. A copy of this Ordinance, duly certified by the City Clerk, shall be filed in the respective offices of the County Clerks of Cook and DuPage Counties, Illinois (the "County Clerks"), and such filing shall constitute the authority for and it shall be the duty of said County Clerks, in each year beginning in 2013, to and including 2053, to extend the taxes levied pursuant to Section 7 hereof for collection in such year, such taxes to be in addition to and in excess of all other taxes heretofore or hereafter authorized to be levied by the City on its behalf.
A copy of this Ordinance, duly certified by the City Clerk, shall also be filed with .each applicable Ad Valorem Tax Escrow Agent, if any, each applicable Bond Registrar, and if the County Collectors of Cook and DuPage Counties are authorized to deposit the proceeds of the taxes levied pursuant to Section 7 hereof directly with an Ad Valorem Tax Escrow Agent ' pursuant to Section 9 hereof, with such County Collectors.
Section 12. Each Authorized Officer is hereby authorized to sell all or any portion of the • Bonds, other than the Retail Bonds and the Direct Purchase Bonds which shall be sold as provided in the following two paragraphs, from time to time to or at the direction of an underwriter or group of underwriters to- be selected by such Authorized Officer (the "Underwriters'); with the concurrence of the Chairman of the Committee on Finance of the City Council (the "Chairman"), on such terms as such Authorized Officer may deem to be in the best interests of the City within the limitations set forth in this Ordinance. '
Each Authorized Officer is hereby authorized to sell Retail Bonds from time to time: on such terms.as such Authorized Officer may deem to be in the. best interests of the City within the limitations contained in this Ordinance and., in connection therewith, to.appoint an agent or group of agents to be selected by such Authorized Officer (the 'Selling Agents"), with the concurrence of the Chairman, for the purpose of soliciting purchases of the Retail Bonds'by individual investors, each sale of Retail Bonds.solicited by the Selling Agents tb be made with the concurrence ofthe Chairman.
¦' The Bonds rhay be sold as Direct Purchase Bonds in a manner and containing such terms-authorized, by an Authorized Officer, including pursuant -to a placement agent arrangemerit, to a purchaser or- purchasers other than the Underwriters (the "Direct Purchasers'), such Direct Purchasers to be selected by an Authorized Officer and such sale being permitted either at par or with a discount or premium. The Mayor or an Authorized Officer is hereby authorized fo do all'such things and to execute and deliver such additional documents, agreements and certificates as shall be necessary in connection with-the'sale of 'Direct Purchase Bonds.
The' principal arriount of and the. interest on the Bonds (including the Compound Accreted Value of any Capital Appreciation Bonds and based on reasonable estimates of the interest to be paid on Variable Rate Bonds) sold of each-series and maturity in the aggregate
JOURNAL-CITY COUNCIL-CHICAGO 3/14/2012
(after taking into account mandatory redemptions) shall noi exceed the amountlevied therefor as specified in Section 7 hereof. The Bonds may be sold from time to time as an Authorized Officer shall determine that the proceeds of such sales are needed.
Subsequent to the sale of any series of Bonds or, in- the case of the Retail Bonds, subsequent to the sale of all Bonds that are the subject of a Selling Agent Agreement (as hereinafter defined), an Authorized Officer shall file in the office of the City Clerk a notification of sale directed to the City Council setting forth (i) the series designation, the aggregate principal amount and authorized denominations of, maturity schedule and redemption provisions for the Bonds sold, (ii) the principal amounts of the Bonds sold as Current Interest Bonds, Capital Appreciation Bonds, Convertible Bonds and Variable Rate Bonds, respectively, and whether any of the Bonds are sold as Retail Bonds, (iii) in the case of the sale of the Retail Bonds or Direct Purchase Bonds, the principal amounts of such Bonds sold as Current Interest Bonds, Capitalized Appreciation Bonds, Convertible: Bonds and Variable Rate Bonds, respectively, (iv) in the case of Bonds sold as Capital Appreciation Bonds, (A) the Original Principal Amounts of and Yields to Maturity on the Capital Appreciation Bonds being sold and (B) a table of
• Compound Accreted Values per minimum authorized Compound Accreted Value at maturity for any Capital Appreciation Bonds being sold, setting forth the Compound Accreted Value of each . such Capital Appreciation Bond on each semiannual compounding date, (v) the interest rates on the Current Interest Bonds sold or, in the case of Variable Rate Bonds, a description of the method of-determining the interest rate applicable to such Variable Rate Bonds from time to time, (vi) the specific maturities, series and amounts' of the Outstanding Indebtedness to be refunded with proceeds of the Bonds, (vii) a description of any Existing Interest Rate Exchange Agreements to be terminated, amended or otherwise modified iri connection with'the refunding of'Such -Outstanding Indebtedness and identifying any settlement, breakage or termination amount to be-paid in connection with each such termination, amendment or modification, (viii) the date on arid price at which the Outstanding Indebtedness .selected for refunding shall, be redeemed (if such redemption shall occur prior to stated maturity or pursuant to mandatory sinking fund redemption), (ix) the disposition of the taxes ievied for the years from and after 2011 for the payment'of the-Outstanding Indebtedness or any Existing Interest Rate Exchange Agreements as authorized by Section.15 hereof, (x) the identity ofthe insurer or insurers issuing the. insurance policy or policies, if any. referred to below, and the identity of the provider or providers of one or more Credit Facilities, if any.' for such Bonds, (xi)the identity of the Underwriters (or, in the case of Retail Bonds, the Selling Agents and in the case of Direct Purchase Bonds, the Direct Purchasers) selected for such Bonds, (xii) the identity bf the applicable Bond Registrar and any trustee or trustees selected by an Authorized Officer for such '
-Bonds, (xiii) the identity of any remarketing agent retained iri. connection with the issuance of Variable Rate Bonds, if any, (xiv) the compensation paid to the Underwriters (or, in the case of Retail Bonds, the Selling Agents) in connection with such sale, (xv) the identity of any Refunding Escrow Agent (as defined in Section 13(b) hereof) appointed by an Authorized Officer in connection .'with the refunding of Outstanding Indebtedriess, and (xvi) any other • matter authorized by this Ordinance to be determined by an Authorized Officer at trie time of the sa!e:of the Bonds of each series.
Either Authorized Officer is hereby authorized and directed to cause all riece'ssary notices of redemption" of the Outstanding Indebtedness selected for refunding as provided
REPORTS OF COMMITTEES
above to be givenin accordance with the terms of the respective ordinances or indentures, as applicable, authorizing the Outstanding Indebtedness.
The Mayor or an Authorized Officer is hereby authorized to execute and deliver a contract of purchase with respect to each sale of the Bonds to, or at the direction of, the Underwriters in substantially the form previously used for similar general obligation bonds of the City or to the Direct Purchasers, with appropriate revisions to reflect the terms and provisions of the Bonds and such other revisions in text as the Mayor or an Authorized Officer shall determine are necessary or desirable in connection with the sale of the Bonds. The compensation paid to the Underwriters in connection with any sale of Bonds shall not exceed three percent of the principal amount of the Bonds being sold. Nothing contained in this Ordinance shall limit the sale of the Bonds or any maturity or maturities thereof at a price or prices in excess of the principal amount thereof.
. The Mayor or an Authorized Officer is hereby authorized to execute and deliver a contract with Selling Agents pursuant to which the Selling Agents shall solicit purchases of the Retail Bonds by individual investors [a "Selling Agent Agreement") substantially in the. form of the selling agent agreement previously entered into by the City In connection with the sale of Retail Borids, but with such revisions in text as the Mayor or an Authorized Officer executing the same shall determine are necessary or desirable, the execution thereof by the Mayor or such Authorized Officer to evidence the City Council's'approval of all such revisions. - The aggregate compensation paid'to the Selling Agents pursuant to any Selling Agent Agreement shall not exceed three percent of the principal amount of the Retail Bond's sold pursuant to such Selling Agent Agreement. The terms of any Selling Agent Agreement may provide for the delegation by an Authorized Officer to one or more Deputy Comptrollers of authority to approve the final terms of sale of any Retail Bonds pursuant to such Selling Agent Agreement within parameters established by an Authorized Officer consistent with the terms-and limitations of. this-Ordinance. Any Selling Agent'Agreement may also contain provisions pursuant to which a person receiving an ownership interest in any Retaii Bonds through the death of a Bondholder shall have the right to sell such -Retail Borids- back to the City at a price of not to exceed 105 percent of par and setting forth the terms and conditions of the exercise of such right: The Mayor or an Authorized Officer-(or.delegate as authorized above) is hereby authorized to do all such things and to execute and deliver such additional documents, agreements and certificates as shall be necessary jn connection with the sale of Retail Bonds from time to time pursuant to a Selling Agent Agreement, including any such document, agreement or certificate necessary to describe the terms of Retail Bonds then being sold.
In connection with any sale of the Bonds, an Authorized Officer is hereby authorized to obtain one or more policies of bond insurance .from recognized bond insurers selected by an Authorized Officer, if -such Authorized Officer determines such bond insurance to be desirable in connection with such sale of the Bonds. Either Authorized Officer may, on behalf of the City, make covenants with such bond insurer that are not inconsistent with the provisions of this •Ordinance and are necessary to carry out the purposes of this Ordinance.
In cohnectiori with any sale bf the Bonds, the Mayor or an Authorized Officer is hereby authorized to obtain one or more letters of credit, lines of credit, standby bond purchase
JOURNAL-CITY COUNCIL-CHICAGO 3/14/2012
agreements, or similar credit or liquidity facilities (a "Credit Facility") with one or more'financial institutions. The Mayor or an Authorized Officer, is hereby authorized to enter into a reimbursement agreement and/or standby bond purchase agreement and to execute and issue a promissory note in connection with the provisions of each Credit Facility. Any Credit Facility, reimbursement agreement or standby bond purchase agreement shall be in substantially the form of the credit facilities, reimbursement agreements and standby bond purchase agreements previously entered into by the City in connection with the sale of general obligation bonds or notes, but with such revisions in text as the Mayor or an Authorized Officer executing the same shall determine are necessary or desirable, the execution thereof by the Mayor or an Authorized Officer to evidence the City Council's approval of all such revisions. The annual fee paid to any financial institution that provides a Credit Facility with respect to all or a portion of a series of the Bonds shall not exceed one and one-half percent of the average principal amount of such Bonds outstanding during such annual period. The final form of any reimbursement agreement and/or standby bond purchase agreement entered into by the City with respect to the Bonds shall be attached to the notification of sale filed in the office of the City Clerk pursuant to this section. Each such promissory note shall be a general obligation of the City for the payment of which, both principal and interest, the City pledges its full faith, credit and resources. Each promissory note, and any Bond owned or held as collateral by any such financial institution in its capacity as a provider of a Credit Facility shall bear interest at a rate not exceeding 15 percent per annum and shall mature not later than the final inaturity date of the related Bonds secured by such reimbursement agreement or standby bond purchase agreement. The Mayor or an Authorized Officer is hereby authorized to execute and deliver any such reimbursement • agreement or standby bond purchase agreement, and any amendment thereto or replacement thereof, under the seal of the City affixed arid attested by the City Clerk.
In the event that Bonds are sold so as to require the levy of taxes for any year specified in Section 7 hereof for the purpose of making the payments' described in clauses (i), (ii), (iii) and (iv) of the first paragraph of Section 7 hereof in an amount (ess than the amount specified for such year in the first paragraph of Section 7 hereof, then an Authorized Officer shall, on or prior to' •.March 31 of the calendar year next succeeding such year, notify the City Council of the determination made pursuant to clauses (a) and (b) of the first paragraph of Section 7 hereof regarding the .application of any resulting excess levy collections, and, in addition, in connection with a determination made pursuant to clause (b) of the first paragraph of Section 7 hereof, an Authorized Officer shall file in the respective offices of the County Clerks certificates of tax abatement for such year. In the event that upon the final sale of the Bonds-of all series, such - Bonds have been sold so as to require the levy of taxes in any year specified in Section 7 hereof for the purpose of making the payments described in clauses (i), (ii), (iii) and (iv) of the first paragraph of Section 7 hereof in an amount less than the amount specified for such year in Section 7 hereof, then there shall be.included, in the final notification of sale to the City Council described iri the fourth (4*) paragraph of this Section 12, the determination made pursuant to clauses (a) and (b) of the first paragraph of Section 7 hereof regarding the application of any resulting excess levy collections for such year and any succeeding year and, in addition, in connection with a determination made pursuant to.clause (b) of the first paragraph of Section 7 hereof, an Authorized Officer shall file in the respective offices of the County Clerks certificates of tax abatement for such year or years. If any of the Bonds are not to be sold and issued as provided herein and no levy collections are to be applied for the purposes of paying the costs of
REPORTS OF COMMITTEES
Ongoing Financing Services as determined by an Authorized Officer, the corresponding taxes herein levied to pay debt service thereon shall be abated in full. Any certificate of abatement delivered pursuant to this paragraph shall refer to the amount of taxes levied pursuant to Section 7 hereof, shall indicate the amount of reduction in the amount of taxes levied by the City resulting from the sale or sales of the Bonds or the non-issuance thereof, which reduced amount is to be abated from such taxes, and shall further indicate the remainder of such taxes which is to be extended for collection by said County Clerks.
The preparation, use and distribution of a preliminary official statement, an official statement or any other disclosure document relating to each sale and issuance ofthe Bonds are hereby ratified and approved. The Mayor and each Authorized. Officer are each hereby authorized to execute and deliver an official statement or other disclosure document relating to each -sale and issuance bf the Bonds on behalf of the City. The preliminary official statement, official statement and other disclosure documents herein authorized shall be substantially similar to those previously used for general obligation bonds of the City.!and shall contain the terms and provisions of the Bonds, the manner in which the Bonds shall be sold, the use of proceeds of the Bonds, financial information for the City, and such other information as the Mayor or any Authorized Officer determines to be advisable under the.circumstances.
In connection with any sale of the Bonds, an Authorized Officer is hereby authorized to execute and deliver one or more Continuing Disclosure Undertakings (each a "Continuing Disclosure Undertaking") evidencing the City's agreement to comply with the requirements of Section (b)(5) .of Rule 15c2-12, adopted by-the Securities and Exchange Commission (the "SEC") under the Securities Exchange'Act of 1934, in a form-approved by. the Corporation Counsel. Upon-its execution and delivery on behalf of the City as herein-provided, each Continuing Disclosure Undertaking will be binding on the ,City, and theI-officers, employees arid agents of the City are hereby authorized to do all such acts and things and to execute all such documents .as may be necessary to carry out and comply with.the provisions of each Continuing Disclosure .Undertaking as executed. Either Authorized Officer is hereby-further authorized to ariiend-each Continuing Disclosure Undertaking in accordance with its . respective terms from time to time following its execution and delivery as said officer shall deem necessary. In addition, an Authorized: Officer is authorized, to make all future filings with the Electronic Municipal Market Access system operated by the Municipal Securities Rulemaking Board or such other municipal securities information repository as shall be designated by the SEC, all in •accordance with the provisions of Securities and Exchange Commission Rule 15c2-12(b)(5) promulgated under the Securities Exchange Act of 1934. ¦ Notwithstanding any other provision of this Ordinance,.the sole remedies for any failure by the City to comply with any Continuing Disclosure Undertaking shall be the ability of the beneficial owner of any applicable Bond to seek mandamus or specific performance by court order to cause the City to'comply with its obligations under such Continuing Disclosure Undertaking.'
The Bonds shall be duly prepared and executed in the form and manner provided herein arid delivered to the purchasers in accordance with the applicable terms of sale.
The Mayor, each Authorized Officer, the City Treasurer and the City Clerk are each hereby authorized to execute arid deliver such other documents and agreements (including
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such contracts, such intergovernmental agreements or such grant agreements with not-for-profit organizations, educational or cultural institutions or for-profit organizations or to assist the State of Illinois, the United States of America, or other municipal corporations, units of local government or school districts in the State of Illinois, receiving proceeds of the Bonds as an Authorized Officer shall deem necessary and appropriate) and perform such other acts prior to or following the issuance of the Bonds as may be necessary or desirable in connection with the issuance of the Bonds and any transactions contemplated herein related to the application of the proceeds of the Bonds or collections or application of taxes levied for the payment of the • Bonds or the Outstanding Indebtedness or other purposes hereunder, but subject to any limitations on or restrictions of such power or authority as herein set forth, and any such actions heretofore taken by the Mayor, an Authorized Officer, the City Treasurer or the City Clerk in accordance with the provisions hereof are hereby ratified and approved. With respect to each grant of Bond proceeds, each Authorized Officer is hereby authorized to designate in writing, with the written concurrence of the Budget Director of the City (the "Budget Director"), (i) one or more City-departments or agencies to administer such grant, and (ii) the head of the City department or agency who shall be authorized to execute a grant agreement and such other documents, agreements or-instruments as shall be deemed necessary or desirable by 'such City department or agency head. Upon any such written designation by an Authorized Officer with respect to a grant of Bond proceeds, such City department or'agency shall be authorized to administer such grant and the head of such City department or agency shall be authorized to execute a grant agreement and such other documents, agreements or instruments as such official shall deem necessary or desirable. .
Section 13. The proceeds from the sale.of any series of the Bonds shall be used as
follows: •' ••-'. - •
" ' '¦ (a) " The sum representing the accrued interest received; if any, shall be used • "to pay the first interest becoming due on the Bonds sold, and to that end, shall be
¦ • deposited in the applicable Bond Fund or the applicable Ad- Valorem Tax Escrow
Account, if-established.
(b) From the sale proceeds derived from any such sale" of a series of the
¦ • " Bonds', (i) such sum as may be determined by an Authorized Officer to be necessary to
pay not more than three years of interest on the Bonds issued to pay costs of the Project - ¦ may be used to pay such interest, and to that end, may be deposited in the applicable Bond Fund or the applicable Ad Valorem Tax Escrow Account,.if established; (ii) the sum determined by an Authorized Officer to be necessary to pay the costs of the Project shall be set aside, held and invested at'the direction of an" Authorized. Officer, as separate funds of the City pending such payment, provided that proceeds of the Bonds issued to finance the Pension Contributions shall be paid into the Pension Funds as and when required by law; (iii) the sum determined by an Authorized Officer to capitalize or fund interest on Outstanding Indebtedness shall be deposited into the respective debt service funds established for the "Outstanding Indebtedness; (iv) the sum determined by an Authorized Officer to be sufficient to pay the Outstanding indebtedness being refunded at or prior to.their respective maturities, at a price of par, the applicable redemption premium and accrued interest thereon up to and including said redemption
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or maturity dates shall be deposited into the respective debt service funds established for the Outstanding Indebtedness or into one or more "Refunded Bonds Escrow Accounts" to be held by one or more banks or trust companies to be designated by an Authorized Officer (each a "Refunding Escrow Agent'), each pursuant to the terms of an
• escrow agreement (each a "Refunding Escrow Agreement"), and the Mayor, an Authorized Officer and the City Clerk, or any of them, are hereby authorized to execute and deliver each Refunding Escrow Agreement, and any amendment thereto, in such form as the officer so executing shall deem appropriate to effect the refunding or refundings described in this paragraph and (v) the sum determined by an Authorized Officer to be sufficient to provide for the payment of any settlement, breakage or termination amount payable in connection with the termination, amendment or
••. modification of an Existing Interest Rate Exchange Agreement shall be paid to the City's counterparty or counterparties thereunder. Notwithstanding any provision of the Municipal Code, investments acquired with proceeds of the Bonds or investment income thereori may mature beyond ten years from the date of acquisition, and may include but are.not limited to agreements entered into between the City and providers of securities under which agreements such providers agree to purchase from or sell to the City specified securities On specific dates at predetermined prices, all as established at the time of execution of any such agreement and as set forth in such agreement, and guaranteed investment contracts, forward purchase agreements and other similar investment vehicles. Such guaranteed investment contracts, forward purchase agreements and other similar investment vehicles may, to the extent permitted by operative authorizing documents and by applicable law, be assigned or transferred from one-bond transaction to another or apply to the proceeds of more than one bondc transaction on a commingled or non-commingled basis, as determined by an Authorized
• Officer: • The' Mayor or an Authorized Officer is hereby authorized to enter into any - amendments to or restatements of existing documents or'to execute new documents, to
consent to actions being taken by others or to obtain the consent'of other parties, as may be necessary or desirable in this respect. Investment income derived from Bond proceeds may be(w) expended for the same purposes for which Bond proceeds maybe expended, (x) used for the payment or prepayment of City debt obligations, (y) deposited In the Corporate Fund of the City or (z) rebated to the United States of America as provided in Section 16 hereof, all as determined by an Authorized Officer or the Budget Director. Any commingled investment income from guaranteed investment contracts, forward purchase agreements and other similar investment vehicles shall be apportioned among bond transactions as determined by .an Authorized Officer or as otherwise required by operative authorizing documents and applicable law.
(c) From the sale proceeds of a series of the Bonds not applied as provided in paragraphs (a) and (b), above, the amount deemed necessary by an Authorized Officer shall be applied to the payment of the costs'of issuance of such Bonds, including the premium or fee for bond insurance or other credit or liquidity enhancement, if any, and any unexpended portion of the sale proceeds shall be paid to the City.
The costs of the Project may be paid directly by the City or may be financed by the making of grants-for the implementation of the Project to (i) not-for-profit organizations,
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educational or cultural institutions or for-profit organizations, (ii) the United States of America, (iii) the State of Illinois or (iv) other units of local government, political subdivisions, municipal corporations or school districts in the State of Illinois, including any operating division thereof, ail as determined by an Authorized Officer.
An Authorized Officer shall report to the City Council with respect to the expenditure of the proceeds of each series of the Bonds issued hereunder to pay the costs of the Project. Such reports shall be made no later than August 1 of each year, commencing August 1, 2013, with respect to expenditures,made during the preceding calendar year. No report shall be ¦ required hereunder following any calendar year in which no proceeds of any series of the Bonds are expended to pay costs of the Project.
Section 14. The Mayor or an Authorized Officer is hereby authorized to execute and deliver, with, respect to all or any portion of the Outstanding Indebtedness, the Bonds, and any Gerieral Obligation Indebtedness (as defined below) that may be issued1 in the future (collectively, "City •Indebtedness"), from time to time one or more agreements, or options to enter into such agreements, with counterparties selected by an Authorized Officer, the purpose of which'is to provide to the City (i) an interest rate basis, cash flow basis,- or other basis different from that provided in the related City Indebtedness for the payment of interest or (ii) with respect to a future delivery of general obligation bonds, notes or commercial paper (collectively "General Obligation Indebtedness"), one or more of a guaranteed interest rate; interest rate basis, cash flow basis, or purchase price (such agreements or options to enter into such agreements being , collectively referred to as "Interest Rate Exchange Agreements'). Interest Rate Exchange Agreements include without limitation - agreements or contracts commonly known as" interest rate exchange, swaps, including forward starting • swaps, collar, caps," or. derivative agreements, forward payment conversion agreements, interest rate locks, forward bond~ purchase - agreements, bond warrant agreerhents, or bond purchase option agreements and also'include agreements granting to the City, or a counterparty an option to enter into any of the foregoing and agreements or contracts providing for payments based on levels of. or changes in interest rates, including a change in an interest fate index, to exchange cash flows or a series of payments, or to hedge payment, rate spread, or similar exposure. The stated, aggregate notional amount (net of .offsetting transactions) under all Interest Rate Exchange Agreements related to certain City Indebtedness shall not exceed the principal amount of such City Indebtedness to which such Interest Rate Exchange Agreements relate. For purposes ofthe immediately preceding sentence, "offsetting transactions" shall.include any transaction which is intended to hedge, modify or otherwise affect another outstanding transaction of its economic results. The offsetting transaction need not be based on the same index or rate option as the related City Indebtedness or the transaction being offset and need not be with the same counterparty as the transaction being offset. Examples of offsetting transactions include, without limitation, a floating-to-fixed rate interest rate swap being offset by a fixed-to-floating rate interest rate swap, and a fixed-to-floating rate interest rate swap being offset by a floating-to-fixed rate interest rate "swap or an interest rate cap or floor or a floatirig-to-fldating interest rate swap.
Any Interest Rate Exchange Agreement to the extent practicable shall be in substantially the form of either the 2002 ISDA "Master Agreement or the Local Currency ~ Single Jurisdiction
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version or the Multicurrency— Cross Border version of Ihe 1992 ISDA Master Agreement (including a Schedule and/or a Credit Support Annex to such Schedule, if applicable) published by the International Swaps and Derivatives Association, Inc. {"ISDA") or any successor form to^ either published by ISDA, and in the appropriate confirmations of transactions governed by the' applicable agreement, with such insertions, completions and modifications thereof as shall be approved by the officer of the City executing the. same, his or her execution to constitute conclusive evidence of the City Council's approval of such insertions, completions and modifications thereof. Should any ISDA form not be the appropriate form to accomplish the objectives of the City under this Section 14, then such other agreement as may be appropriate is hereby approved, the execution by the Mayor or an Authorized Officer being conclusive evidence of the City Council's approval of such insertions, completions and modifications thereof. Amounts payable by the City under any Interest Rate Exchange Agreement shall (i) constitute a general obligation of the City for which is pledged its full faith and credit, (ii) be payable from a tax unlimited as to rate or amount that may have heretofore or shall be hereafter levied by the City Council (including, with respect only to an Interest Rate Exchange Agreement relating to the Bonds, the tax levy described in Section 7 hereof),' (iii) constitute operating expenses of the City payable from any monies, revenues, income, assets or funds Of the City available for such purpose, or (iv) constitute any combination of (i), (ii), and (iii), all as shall be determined by an Authorized Officer. Nothing contained in this Section 14 shall limit or restrict the. authority of the Mayor or an Authorized Officer to enter into similar agreements pursuant to prior or subsequent authorization of the City Council
The Mayor and an Authorized Officer are hereby authorized to take all actions necessary to assign, terminate, amend or modify all or a portion of any Interest Rate Exchange Agreement upon a determination that, such assignment, termination, amendment or modification is in the best financial interest of the City. Any settlement, breakage or termination amount payable as a result ofsuch assignment, termination, amendment or modification may be paid from proceeds of sale. of the Bonds or General Obligation Indebtedness or from any lawfully, available funds of the City.
" Any amounts received by the Chy pursuant to any Interest Rate Exchange Agreement (other than regularly scheduled' payment amounts) are hereby authorized to be expended for any purpose for which the proceeds of the related City Indebtedness are authorized to be expended and for the payment or prepayment of any City Indebtedness, all as determined by an Authorized Officer.
In addition to the foregoing, the Mayor and an Authorized Officer are hereby authorized to take all actions necessary to assign, terminate, amend-or modify all. or a portion of any agreement of thb type described herein as an Interest Rate Exchange Agreement with respect to any Outstanding 'Revenue Indebtedness upon a determination that such assignment, termination, amendment or modification is in the best financial interest of the City. Arty settlement, breakage or termination amount payable as a result, of such assignment, termination, amendment or modification may be paid from the sources provided for the payment of such agreements in the proceedings authorizing the Outstanding Revenue Indebtedness to which such agreements relate or from any other lawfully available'funds of the City.
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Section 15. The taxes levied for the years from and after 2011 for the payment of the Outstanding Indebtedness or amounts due under any Existing Interest Rate Exchange Agreement, to the extent the collection of such taxes is not necessary for the payment of all or a portion of the Outstanding Indebtedness due to the refunding thereof or for the payment of
amounts due under an Existing Interest Rate Exchange Agreement due to the termination of such Existing Interest Rate Exchange Agreement as authorized herein or pursuant to any other authorization, may, at the direction of an Authorized Officer, be applied (A) as set forth in the next paragraph or (B) to any other lawful public purpose of the City designated by the City Council including (i) the purposes set forth in clauses (i), (ii), (iii) and (iv) of the first paragraph of. Section 7 of this Ordinance, (ii) the payment of the costs of any capital projects for which funds have been lawfully appropriated or (iii) the abatement of such taxes. There shall be prepared by an Authorized Officer and filed with the County Clerks, a certificate of reduction of taxes heretofore levied for the payment of the Outstanding Indebtedness selected for refunding by an Authorized Officer as provided in Sections 12 and 13 hereof and directing the abatement of the taxes heretofore levied to pay the Outstanding Indebtedness being refunded, including the taxes
levied for the years from and after 2012, if so determined by an Authorized Officer as provided in the. preceding sentenceA In addition, any proceeds of the Outstanding Indebtedness being held for the payment of the Outstanding Indebtedness, to the extent such proceeds are not necessary for the payment of the Outstanding Indebtedness due to the refunding thereof as authorized herein or pursuant to any other authorization, may, at the direction of an Authorized Officer, be applied to any lawful public purpose of the City designated by the City Council, including the payment of the Bonds (but in the case of Bonds the interest on which is excluded from gross income for federal income tax purposes, only upon receipt by the City of an opinion
. of Bond Counsel to the effect that such will not adversely affect the tax-exempt status of the" Bonds). =
Furthermore, notwithstanding any other provision hereof, taxes levied for the years 2011 to 2013, inclusive, for the payment of Outstanding Indebtedness, to the extent the collection of such taxes is not necessary for the payment of all or a portion of the Outstanding Indebtedness due to the refunding thereof with the proceeds of the Bonds may, in addition to the other purposes set forth above, be applied to the payment of the principal of and interest due on general obligation commercial paper notes due .on or before January 31, 2016. at the direction of an Authorized Officer. Any directions or determinations by an Authorized Officer pursuant to this' paragraph shall be filed with the City Clerk no later than the date a levy is applied to the payment of commercial paper as provided herein.
• Section 16. The City covenants that it will take no action in the investment of the proceeds of the Bonds (other than Bonds issued as bonds the- interest on which is not
' excludable from the gross income of the owner thereof for federal income tax purposes) which would result in making the interest payable on any of such Bonds subject to federal income
- taxes by reason of such Bonds being classified as 'arbitrage bonds" within the meaning of
Section 148 of the Code.' . • .
The City further covenants that it will act with respect to the proceeds of Bonds (other than Bonds issued as bonds the interest on which is not excludable from the gross income of the owner thereof for-federal income tax purposes), the earnings on the proceeds of such Bonds
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and any other moneys on deposit in any fund or account maintained in respect of such Bonds, including, if necessary, a rebate ofsuch earnings to the United States of America, in a manner which would cause the interest on such Bonds to continue to be exempt from federal income taxation under Section 103(a) of the Code.
Each Authorized Officer is hereby authorized to execute such certifications, tax returns, covenants and agreements as shall be necessary, in the opinion of nationally recognized bond counsel, or in the best interest of the City, as determined by an Authorized Officer, to evidence the City's compliance with the covenants contained in this section. Each Authorized Officer is hereby authorized to execute one or more declarations of intent to reimburse costs of the Project in accordance with the Code and the Treasury Regulations thereunder.
Section 17. This Ordinance is prepared in accordance with the powers of the City as a home rule unit under Article VII of the 1970 Illinois Constitution. The appropriate officers of the City are hereby authorized to take such actions and do such things as shall be necessary to perform, carry out, give effect to and consummate the transactions contemplated by this Ordinance and the Bonds, including, but not limited to, the exercise following the delivery date of any of the Bonds of- any power or authority delegated td such' official of the City under this' Ordinance with respect to the Bonds upon the initial issuance thereof, but subject to any limitations on or. restrictions of such power or authority as herein set forth, and any actions heretofore taken by such officers of the City in accordance with the provisions of this Ordinance are hereby ratified and approved.
Section 18. The Mayor and each Authorized Officer may each designate another to act as their respective proxy and, as applicable, to affix their respective-signatures to the Bonds whether in temporary or definitive form, and any other instrurnent, certificate or document required to.be signed by the Mayor orari Authorized Officer pursuant to this .Ordinance and any instrument; certificate or document required thereby. In such case, each shall.send to the City Council written notice ofthe person so designated by each, such'notice stating the name ofthe 'person so selected and identifying the instruments,' certificates arid documents which such person shall be authorized to sign as proxy for the Mayor and each Authorized Officer, respectively. .A written signature of the Mayor or of an Authorized Officer, respectively, executed by the person so designated underneath, shall be attached to each notice. Each notice, with the signatures attached, shall be recorded in the Journal of Proceedings of the.City Council for such date and filed in the office of the City Clerk. When the signature of the Mayor Is placed on an instrument, certificate or document at the direction of the Mayor in the specified manner, the same, in all respects; shall be .as binding on the City as if signed by the Mayor in person. When the signature of an Authorized Officer is so affixed to an instrument, certificate or document at the direction of such Authorized Officer, the same, in all respects, shall be as binding on trie City as if signed by such Authorized Officer in person.
Section 19. If requested by the Bond Registrar, the Mayor, each Authorized Officer and the City Clerk are each authorized to execute the standard form of agreement between the City and the Bond Registrar with respect to the obligations and duties thereof.
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Section 20. If payment or provision for payment is made, to or for the registered owners of ail or a portion of the Bonds, of the Compound Accreted Value of any Capital,. Appreciation Bond and the principal of and interest due and to become due on any Current Interest Bond or Variable Rate-Bond at the times and in the manner stipulated therein, and there is paid or caused to be paid to the applicable Bond Registrar, the applicable Ad Valorem Tax Escrow Agent as provided in Section 9 hereof or such bank or trust company as shall be designated by an Authorized Officer (such bank or trust company hereinafter referred to as a "Defeasance Escrow Agent"), all sums of money due and to become due according to the provisions hereof, then these presents and the estate and rights hereby granted shall cease, , terminate and be void as to those Bonds or portions thereof except for purposes of registration, transfer and exchange of Bonds and any such.payment from such moneys or obligations. Any Bond shall be deemed to be paid within the meaning of this section when payment of- the Compound Accreted Value of any such Capital Appreciation Bond or the principal of any such Current Interest Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption as provided in this Ordinance or otherwise), either (a) shall have been made or caused to have been made in accordance with the terms thereof, or (b) shall have been provided for by irrevocably depositing with the applicable Bond Registrar, the applicable Ad Valorem Tax Escrow Agent as provided in Section 9 hereof or a Defeasance Escrow Agent, in trust and exclusively for such payment, (1) moneys sufficient to make such payment or (2)(A) direct obligations of the United States of America; (B) obligations of agencies of the United States of America, the timely payment of principal of and interest on which are guaranteed by the United States of America; (C) obligations of the following agencies: Federal Homes Loan Mortgage'Corp.: (FHLMC) debt obligations, Farm Credit System (formerly: Federal Land Banks, Federal Intermediate Credit Banks, and Banks for Cooperatives) debt obligations, Federal Home Loan Banks (FHL Banks) debt obligations, Fannie Mae debt'Obligations, Financing Corp. (FICO) debt obligations, Resolution Funding Corp.- (REFCORP) debt obligations, and U.S. Agency for International Development (U.S. A.I.D.) Guaranteed note's; (D) pre-refunded municipal obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit Of any such state which are not callable at the option of the obligor prior to maturity or as to . which irrevocable instructions have been given by the obligor to call on the date specified in the notice; or (E) instruments evidencing an ownership interest in obligations described in the preceding clauses (A), (B) and (C), or (3) a combination of the investments. described in clauses (1) and (2) above, such amounts so deposited being available or maturing as to principal and interest in such amounts and at Such times, without consideration of any reinvestment thereof, as. will insure the availability of sufficient moneys to make such payment (air as confirmed by a nationally recognized firm of independent public accountants). At such times as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this Ordinance, except for the purposes of registration, transfer and exchange bf Bonds and any such payment from such moneys or obligations.
No such deposit under this section shall be made or accepted hereunder and no use made of any such deposit unless, in the case of Bonds (other than Bonds issued as bonds the interest on which is not excludable from the gross income of the owner thereof for federal income tax purposes), the applicable Bond Registrar, the applicable Ad Valorem Tax Escrow Agent or the applicable Defeasance Escrow Agent, as the case may be, shall have received an
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opinion of nationally recognized municipal bond counsel to fhe effect that such deposit and use would not cause any of such Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the Code or any successor provision thereto.
Nothing in this Ordinance shall prohibit a defeasance deposit of escrow securities as provided in this section or a defeasance deposit with respect to the Outstanding Indebtedness pursuant to any Refunding Escrow Agreement authorized by Section 13(b) hereof, from being subject to a subsequent sale of such escrow securities and reinvestment of all or a portion of the proceeds of that sale in escrow securities which, together with money to remain so held in trust, shall be sufficient to provide for payment of principal, redemption premium, if any, and interest on any of the defeased Bonds or Outstanding Indebtedness, as appropriate. Amounts held by the applicable Bond Registrar, the applicable Ad Valorem Tax Escrow Agent, any Defeasance Escrow Agent or any Refunding Escrow Agent in excess of the amounts needed so • to provide for payment of the'defeased Bonds or Outstanding Indebtedness, as. appropriate, . may be subject to withdrawal by the City. The Mayor or an Authorized Officer is hereby authorized to execute and deliver from time to time one or more agreements (and amendments thereto) with counterparties selected by an Authorized Officer, with respect to the investment and use of such excess amounts held by the applicable Bond Registrar, the applicable Ad Valorem Tax Escrow Agent, a Defeasance Escrow Agent or a Refunding Escrow Agent. •
Section 21. Notwithstanding any other provisions of this Ordinance, the terms and provisions of the trust indenture securing a series of Variable Rate Bonds as authorized in Section 2 hereof with respect to (a) the authentication, registration, transfer and destruction or loss of such Variable Rate Borids, (b) subject to.the limitation on redemption price set forth in Section 3(d) hereof, the redemption of such Variable Rate Bonds, or (c) the method .of payment or defeasance of such Variable Rate Bonds, shall apply to such Variable Rate Bonds issued pursuant to this Ordinance. With respect to the' Direct Purchase Bonds, an Authorized Officer is authorized to negotiate, the terms and provisions of such Direct Purchase Bonds in addition. to or as an alternative to the terms and provisions ofthe trust indenture securing a series'of Variable Rate Bonds.
Section 22. Any series of the Bonds, the Outstanding' Indebtedness or the Outstanding Revenue Indebtedness may be restructured in a rnanner authorized by the Mayor or an Authorized Officer, including but not limited to (a) terminating credit enhancement or liquidity facilities for. a series of Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness, (b) replacing credit enhancement or liquidity facilities for a series of Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness with similar - credit enhancement or liquidity from a different provider, (c) replacing credit enhancement or'liquidity facilities for a series of Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness with different forms of credit enhancement or liquidity from the same or a different provider, "(d) adding additional credit enhancement or liquidity supplemental to that securing a series of Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness, (e) removing or amending provisions for a series of Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness, or in financing documents related thereto, to or for the benefit of credit enhancers or liquidity providers or adding provisions for the benefit of new or replacement credit enhancers or liquidity providers, (0 replacing an existing remarketing agent .
JOURNAL-CITY COUNCIL-CHICAGO 3/14/2012
or remarketing agents for Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness with a remarketing agent or remarketing agents selected by an Authorized Officer or assigning an existing remarketing agreement to a remarketing agent or remarketing agents selected by an Authorized Officer, (g) converting to or adding a different interest rate mode or modes under the documents pursuant to which such Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness were issued, (h) adding a floating rate note (FRN) mode to any document pursuant to which such Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness , were issued or refunding such Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness using an FRN structure, or (i) selling or remarketing Outstanding Indebtedness or Outstanding Revenue Indebtedness pursuant to a direct purchase arrangement to one or more purchasers selected by an Authorized Officer either at par or with a discount or premium, subject to any limitations or restrictions with respect to such actions being taken contained in this Ordinance with respect to the Bonds or an ordinance pursuant to which such Outstanding Indebtedness or Outstanding Revenue Indebtedness was issued, but. provided, that if determined by an Authorized Officer to be necessary to achieve the financial interests .of the City, such limitations or restrictions contained in an ordinance pursuant to which such Outstanding Indebtedness."or Outstanding Revenue Indebtedness was issued may be exceeded; but not in excess of the comparable limitations set forth in this Ordinance. The Mayor or an Authorized Officer is hereby authorized to enter into any amendments to or restatements of existing documents or to execute new documents, to consent to actions being ( taken by others or to obtain the consent of other parties, and to cause to be prepared such remarketing documents, including disclosure documents, as may be necessary or desirable to effect any such debt restructuring and facilitate the remarketing, of the Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness, and to pay the fees, costs and expenses relating thereto, as the Mayor or an Authorized Officer executing the same determines is necessary and desirable, the execution thereof by the Mayor or an Authorized Officer, to evidence the City Council's approval of all such amendments.
Section 23. Any funds heretofore or hereafter received by the City, pursuant to any Interest Rate Exchange Agreement and in connection with Outstanding Indebtedness, are hereby authorized to be expended for the payment or prepayment of any City Indebtedness; provided however, notwithstanding the foregoing, such authorization shall not apply to any funds the expenditure of which shall have been heretofore authorized by other applicable law.'
Section 24. For purposes of Treasury Regulation Section 1.150-2, the City Council hereby states its intent to finance, or to reimburse the City for the. payment of the costs described in Exhibit A attached hereto by the issuance of tax-exempt obligations, in an amount not to exceed $200,000,000. No funds from sources other than such obligations are, or are expected to be, reserved or allocated, or otherwise set aside', for the payment of such costs, except as permitted by the Code. This declaration is consistent with the budgetary practices of the City.
• Section 25. A: Section 3 of the 2002 Ordinance is hereby amended in its entirety to read as follows:
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Section 3. Maximum Amount and Term. Without further authorization of this City Council, the maximum aggregate principal amount of all Authorized Debt outstanding under this ordinance at any'time shall not exceed Five Hundred Million Dollars ($500,000,000) (exclusive of unpaid interest and fees). All Authorized Debt shall mature on or prior to January 1, 2030.
B. Section 18 of the 2002 Ordinance is hereby amended in its entirety to read
as follows:
Section 18. The Line of Credit Program, (a) The Mayor or the City's Chief • Financial Officer or the City Comptroller (the Chief Financial Officer and the City Comptroller each being hereinafter referred to as an "Authorized Officer") is hereby authorized to execute and deliver one (1) or more line of credit agreements (each, a "Line of Credit Agreement") with one (1) or more commercial banks and other financial institutions and in the form customarily used to provide governmental borrowers with a revolving line of credit to meet their need for working, capital or interim financing for capital projects and with such terms and provisions as an Authorized Officer shall determine to be in the best interest of the City. The City Clerk is authorized to attest the same and affix thereto the corporate seal of the City or a facsimile thereof, the execution and delivery thereof to constitute conclusive evidence of this City Council's approval of each such Line of Credit Agreement.
To evidence borrowings under each Line of Credit Agreement, the City is authorized to issue from time to time one (1) or more Line of Credit Notes, each to be designated "Line of Credit Note". Each Line of Credit Note shall bear interest from its date at a rate or rates not in excess of eighteen percent (18%) per annum.' As determined by an Authorized Officer at the time of issuance of each-Line of Credit Note, the Line of Credit Notes may be issued as notes the interest on which is either includible or excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). *
The Line of Credit Notes shall be executed on behalf of the City with the manual or facsimile signature of the Mayor of the City, and shall be attested with the manual or facsimile signature of the City Clerk of the City, and shall have impressed or imprinted thereon the official seal of the City (or a facsimile thereof). In case any officer
. of the City whose signature or facsimile signature shall appear on the Line of Credit Notes -shall cease to be such officer before the delivery of such Line of Credit Notes, such signature or facsimile signature thereof shall nevertheless be valid and sufficient for ' all purposes the same as if such officer had remained in office until delivery.
Subject to the limitations contained in this ordinance, authority is hereby delegated to the Mayor or an Authorized Officer to determine (i) the aggregate principal amount of each Line of Credit Note to be issued, (ii) the date or dates thereof, (iii) the
' maturities thereof, (iv) the rate or rates of interest payable thereon or the method for determining such rate or rates, and (v) the one (1) or more commercial banks and other, financial institutions to provide the credit under each Line of Credit Agreement.
JOURNAL-CITY COUNCIL-CHICAGO 3/14/2012
(e) To evidence the exercise of the authority delegated to the Mayor or an Authorized Officer by this ordinance, the Mayor or an Authorized Officer, as the case may be, is hereby directed to execute and file with the City Clerk a copy of each Line of Credit Agreement, each Line of Credit Note issued in connection with each borrowing under any Line of Credit Agreement, and a certificate setting forth the determinations made pursuant to the authority granted herein, which certificate shall constitute conclusive evidence of the proper exercise by them of such authority. Upon the filing of such Line of Credit Agreement, Line of Credit Note and. such certificate, the City Clerk shall direct a copy of such filing to the City Council.
Section 26. To the extent that any ordinance, resolution, rule, order or provision of the Municipal Code, or part thereof, is in conflict with the provisions of this Ordinance, the provisions of this . Ordinance shall be controlling. 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 pf the other provisions of this Ordinance. No provision of the Municipal Code or violation of any provision of the Municipal Code shall be deemed to render voidable at the option of the City any document, instrument or agreement authorized hereunder or to impair the validity of this Ordinance or the instruments authorized by this Ordinance or. to impair the rights of the owners bf the Bonds to receive payment of the principal of or interest on the Bonds or to impair the security for the Bonds; provided further that the focegoing shall not be deemed . to affect the availability of any other remedy or penalty for any violation of any provision of the Municipal Code.
Section 27. This Ordinance shall be published by the City Clerk,, by causing to be - printed in special pamphlet form at least five copies hereof, which copies are to be made available in her office for public inspection and distribution to members of the public who may wish to avail themselves of a copy of this Ordinance.
Section 28. This Ordinance shall be in full force and effect from and after its adoption, approval by the Mayor and publication as provided herein.
Exhibit "A" referred to in this ordinance reads as follows:
REPORTS OF COMMITTEES
Exhibit "A". (To Ordinance)
Section 24 Costs.
Public right-of-way infrastructure improvements in City neighborhoods, including street and alley construction and improvements, lighting improvements, sidewalk improvements and replacement, and curb and gutter repairs and replacement.
Infrastructure improvements to enhance the development of economic activity, including industrial street construction and improvements, streetscaping, median landscaping, demolition of hazardous, vacant or dilapidated buildings that pose a threat to public safety and welfare, shoreline reconstruction, riverbank stabilization, residential and commercial infrastructure redevelopment and railroad viaduct clearance improvements.
Transportation improvements (to City facilities and to facilities located within the City limits which are owned by other governmental entities), including street resurfacing, bridge and freight tunnel rehabilitation, traffic signal modernization, new traffic signal installation, intersection safety improvements and transit facility improvements.
4. Grants or loans to assist not-for-profit organizations or educational or cultural
institutions, or to assist other municipal corporations, units of local government, school
districts, the State of Illinois or the United States of America.
Cash flow needs of the City.
The acquisition of personal property, including, but not limited to, computer hardware and software, vehicles or other capital items useful or necessary for City purposes.
The duly authorized acquisition of improved and unimproved real property within the City for municipal, industrial, commercial or residential purposes, or any combination thereof, and the improvement, demolition and/or remediation of any such property.
Constructing, equipping, altering and repairing various municipal facilities including fire stations, police stations, libraries, senior and health centers and other municipal facilities.
The enhancement of economic development within the City by making direct grants or loans to, or deposits to funds or accounts to secure the obligations of, not-for-profit or for-profit organizations doing business or seeking to do business in the City.
10. The funding of (a) judgments entered against the City, (b) certain settlements or other
payments required to be made by the City as a condition to the resolution of litigation or
threatened litigation and (c) such escrow accounts or other reserves as shall be deemed
necessary for any of said purposes.
The payment of certain contributions to the Policemen's Annuity and Benefit Fund, the Firemen's Annuity and Benefit Fund, the Municipal Employees'. Officers' and Officials' Annuity and Benefit Fund, and the Laborers' and Retirement Board Employees' Annuity and Benefit Fund.
The provision of facilities, services and equipment to protect and enhance public safety , including, but not limited to, increased costs for police and fire protection services, emergency medical services, staffing at the City's emergency call center and other City facilities, and enhanced security measures at airports and other City facilities.
UJ
STATE OF ILLINOIS )
)SS.
COUNTY OF COOK )
I, SUSANA A. MENDOZA, City Clerk ofthe City of Chicago in the County of Cook and State of Illinois, DO HEREBY CERTIFY that the annexed and foregoing is a true and correct copy of that certain ordinance now on file in my office Authorizing Issuance of Citv of Chicago General Obligation Bonds. Series 2012 and Amendments to Commercial Paper Program.
I DO FURTHER CERTIFY that the said ordinance was passed by the City Council of the said City of Chicago on fourteenth (14lh1 day of March. 2012.
I DO FURTHER CERTIFY that the vote on the question of the passage of the said ordinance by the said City Council was taken by yeas and nays and recorded in the Journal of the Proceedings of the said City Council, and that the result of said vote so taken was as follows, to wit:
Yeas 47 Nays Q
I DO FURTHER CERTIFY that the said ordinance was delivered to the Mayor ofthe said City of Chicago after the passage thereof by the said City Council, without delay, by the City Clerk of the said City of Chicago, and that the said Mayor did approve and sign said ordinance on the sixteenth (\6lh) day of March. 2012.
I DO FURTHER CERTIFY that the original, of which the foregoing is a true copy, is entrusted to my care for safekeeping, and that I am the lawful keeper ofthe same.
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the corporate seal of the City of
Chicago aforesaid, at the said City, in the County and
State aforesaid, this fourth (4th) day of February, 2013.
[T.P.]
REPORTS OF COMMITTEES
ISSUANCE OF CITY OF CHICAGO GENERAL OBLIGATION BONDS AND NOTES, ASSOCIATED AGREEMENTS, LEVY AND COLLECTION OF ANNUAL TAX AND AMENDMENT OF SECTION 2-32-031 OF MUNICIPAL CODE REGARDING DEBT MANAGEMENT POLICIES.
[02014-500]
The Committee on Finance submitted the following report:
CHICAGO, February 5, 2014.
To the President and Members of the City Council:
Your Committee on Finance, having had under consideration an ordinance authorizing the issuance of City of Chicago General Obligation and Refunding Bonds, Series 2014 and the authority to amend Chapter 2-32 of the Municipal Code of Chicago concerning debt management policies, amount of bonds hot to exceed: $900,000,000, having had the same under advisement, begs leave to report and recommend that Your Honorable Body Pass the proposed ordinance transmitted herewith.
This recommendation was concurred in by a viva voce vote of the members of the committee, with no dissenting vote.
Alderman Edward M. Burke abstained from voting on this item pursuant to Rule 14.
Respectfully submitted,
(Signed) EDWARD M. BURKE,
Chairman.
On motion of Alderman Burke, the said proposed ordinance transmitted with the foregoing report was Passed by yeas and nays as follows:
Yeas -- Aldermen Moreno, Dowell, Burns, Hairston, Sawyer, Holmes, Harris, Beale, Pope, Balcer, Cardenas, Quinn, Foulkes, Thompson, Thomas, Lane, O'Shea, Cochran, Brookins, Munoz, Zalewski, Chandler, Solis, Maldonado, Burnett, Ervin, Graham, Reboyras, Suarez, Mell, Austin, Colon, Sposato, Mitts, Cullerton, Laurino, M. O'Connor, Smith, Tunney, Cappleman, Pawar, Osterman, Moore, Silverstein — 44.
Nays — Aldermen Fioretti, Waguespack, Reilly, Arena - 4.
Alderman Pope moved to reconsider the foregoing vote. The motion was lost.
Alderman Burke invoked Rule 14 of the City Council's Rules of Order and Procedure, disclosing that he had represented parties to this ordinance in previous and unrelated matters.
The following is said ordinance as passed:
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Whereas, the City of Chicago (the "City') is a body politic and corporate under the laws of the State of Illinois and a home rule unit under Article VII of the Illinois Constitution of 1970; and
WHEREAS, the City has heretofore (i) authorized the issuance of its general obligation bonds and notes (the "Authorized General Obligation Bonds and Notes'), (ii) authorized the borrowing of money pursuant to one or more line of credit agreements to provide funds, for working capital or interim financing for capital projects, including the Revolving Line of Credit Agreement dated as of March 1, 2013 between the City and Bank of America, N.A. (the "Line of Credit Indebtedness") and (iii) established a commercial paper program authorizing the issuance of its general obligation commercial paper notes from time to time (the 'General Obligation Commercial Paper Notes'); and
Whereas, (i) the Authorized General Obligation Bonds and Notes currently outstanding, (ii) the Line of Credit Indebtedness incurred and outstanding from time to time and . (iii) the General Obligation Commercial Paper Notes currently or hereafter outstanding from time to time (collectively, the "Outstanding indebtedness") mature and are subject to optional and mandatory redemption as provided in the respective proceedings authorizing the Outstanding Indebtedness", and
Whereas, the City has heretofore entered into Interest Rate Exchange Agreements (as described and defined in Section 14(a) hereof) which are in existence as of the date of adoption of this Ordinance (the "Existing Interest Rate Exchange Agreements'); and
Whereas, it is in the best interests of the inhabitants of the City and necessary for the welfare of the government and affairs of the City to authorize (i) refunding all or a portion of the Outstanding Indebtedness and (ii) terminating, amending or otherwise modifying all or any portion of the Existing Interest Rate Exchange Agreements and paying any settlement, breakage or termination amounts that may be due and owing in connection therewith, in order to achieve debt service savings for the City, restructure debt service of the Outstanding Indebtedness or reduce, limit or manage the City's exposure to interest rate risk (collectively, the "Refunding Purposes'); and
Whereas, it is in the best interests of. the inhabitants of the City and necessary for the welfare of the-government and affairs of the City to finance (i) public right-of-way infrastructure improvements in City neighborhoods, including street and alley construction and improvements, lighting improvements, sidewalk improvements and replacement, and curb and gutter repairs and replacement; (ii) infrastructure improvements to enhance the development of economic activity, including industrial street construction and improvements, streetscaping, median
REPORTS OF COMMITTEES
landscaping, demolition of hazardous, vacant or dilapidated buildings that pose a threat to public safety and welfare, shoreline reconstruction, riverbank stabilization, residential and commercial infrastructure redevelopment and railroad viaduct clearance improvements; (iii) transportation improvements to City property and facilities and to property and facilities located within the City limits which are owned by other governmental entities, including street resurfacing, bridge and freight tunnel rehabilitation, traffic signal modernization, new traffic signal installation, intersection safety improvements and transit facility improvements; (iv) grants or loans to assist not-for-profit organizations or educational or cultural institutions, or to assist other municipal corporations, units of local government, school districts, the State of Illinois or the United States of America; (v) cash flow needs of the City; (vi) the acquisition of personal property, including, but not limited to, computer hardware and software, vehicles or other capital items useful or necessary for City purposes; (vii) the duly authorized acquisition of improved and unimproved real property within the City for municipal, industrial, commercial or residential purposes, or any combination thereof, and the improvement, demolition and/or remediation of any such property; (viii) constructing, equipping, altering and repairing various municipal facilities including fire stations, police stations, libraries, senior and health centers and other municipal facilities; (ix) the enhancement of economic development within the City by making direct grants or loans to, or deposits to funds or accounts to secure the obligations of, not-for-profit or for-profit organizations doing business or seeking to do business in the City; (x) the funding of (A) judgments entered against the City, (B) certain settlements or other payments required to be made by the City as a condition to the resolution of litigation or threatened litigation or arbitration and (C) such escrow accounts or other reserves as shall be deemed necessary for any of said purposes; (xi) the payment of certain contributions (the "Pension Contributions") to the Policemen's Annuity and Benefit Fund of Chicago, the Firemen's Annuity and Benefit Fund of Chicago, the Municipal Employees' Annuity and Benefit Fund of Chicago and the Laborers' and Retirement Board Employees' Annuity and Benefit Fund of Chicago (collectively, the 'Pension Funds"); (xii) the provision of facilities, services and equipment to protect and enhance public safety, including, but not limited to, increased costs for police and fire protection services, emergency medical services, staffing at the City's emergency call center and other City facilities, and enhanced security measures at airports and other major City facilities; and (xiii) acquiring motor vehicles for a term of years or lease period (the purposes described in clauses (i) through (xiii) above being referred to herein as the "Project'); and
Whereas, the cost of the Refunding Purposes and the Project is estimated to be not less than $900,000,000 and the City expects to pay a portion of such costs by borrowing money and issuing its general obligation bonds in one or more series and at one or more times in the aggregate principal amount of not to exceed $900,000,000 (plus the amount of any original issue discount as herein provided); and
Whereas, the City has determined that K is advisable and necessary to authorize the borrowing of the sum necessary at this time for any or all of the purposes of (i) paying costs of the Refunding Purposes, (ii) paying costs of the Project, including capitalizing or funding such interest on the bonds herein authorized for said purpose as may be necessary, (iii) capitalizing or funding interest on Outstanding Indebtedness and (iv) paying the expenses of issuing the bonds herein authorized for the purposes described herein, and in evidence thereof to authorize
JOURNAL-CITY COUNCIL-CHICAGO
the issuance of its General Obligation Bonds (the "Bonds'), in one or more series and at one or more times as herein provided, such borrowing being for a proper public purpose and in the public interest, and the City, by virtue of its constitutional home rule powers and all laws applicable thereto, has the power to issue such Bonds; and
Whereas, the Bonds may include one or more series of bonds the interest on which is, as designated by series, either includible or excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"); and
Whereas, the City has authorized the issuance of certain bonds, notes and commercial paper of the City secured by and payable from a specified revenue source, including, without limitation, airport revenues, sales tax revenues, motor fuel tax revenues, water system revenues and sewer system revenues (such bonds and notes being hereinafter referred to as "Revenue Bonds and Notes" and such commercial paper being hereinafter referred to as "Revenue Commercial Paper"); and
Whereas, the City has determined that it is necessary to provide for various restructuring amendments (i) to the Outstanding Indebtedness, (ii) to the Revenue Bonds and Notes currently outstanding and the Revenue Commercial Paper currently or hereafter outstanding from time'to time (collectively, the "Outstanding Revenue Indebtedness") and (iii) to the extent issued and outstanding from time to time in the future, the Bonds; and
Whereas, Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act') addresses the regulation of swap and other derivatives transactions such as the Interest Rate Exchange Agreements and pursuant to which the Commodity Futures Trading Commission (the "CFTC) has promulgated regulations, including new business conduct standards (the "CFTC Regulations'), applicable to providers of Interest Rate Exchange Agreements (the "Swap Providers'); and
Whereas, for purposes of the CFTC Regulations, the City is a "Special Entity," entitled to certain duties from the Swap Providers with whom they conduct or propose to conduct business; and
Whereas, in order to avail itself of the services of Swap Providers and other financial advisors under the statutory and regulatory regime contained in the Dodd-Frank Act and the CFTC Regulations, whether in connection with amendments, terminations or other modifications of Existing Interest Rate Exchange Agreements, the negotiation or execution of Interest Rate Exchange Agreements as authorized in Section 14 hereof, or to provide advice with respect to financial products and debt obligations purchased, entered into and/or issued by the City, it is necessary for the City to, among other things, (i) rely on advice from a Qualified Independent Representative, being an independent professional having demonstrated experience in the field of swap and other derivative transactions executed by States, State agencies, municipalities or other units of local government or political subdivisions and meeting the applicable qualifications of the Dodd-Frank Act and the CFTC Regulations (a "QIR"), (ii) approve the retention of one or more advisors to serve as QIRs and financial advisors in accordance with the applicable
REPORTS OF COMMITTEES
provisions of the Dodd-Frank Act and the CFTC Regulations and (iii) approve and authorize the execution of agreements with QIRs and other financial advisors, including but not limited to certain documents and agreements published by the International Swaps and Derivatives Association, Inc. ("ISDA') as part of its Dodd-Frank Documentation Initiative to assist swap market participants in complying with the CFTC Regulations (the "ISDA Protocol Documentation') and certain bilateral agreements with the City's counterparties on the Existing Interest Rate Exchange Agreements; and
Whereas, the City has determined that it is advisable and necessary in furtherance of compliance with federal securities and tax laws to adopt written policies which shall address the management of the City's bond, note and other debt issuances, including the entering into of Interest Rate Exchange Agreements and hiring QIRs in connection therewith; and
Whereas, the City has determined that it is advisable and necessary, in order to provide increased financial flexibility and protection to the City in connection with existing long-term concession agreements for City assets and existing sale/leaseback and lease/leaseback transactions involving City assets (each, a "Financing Transaction'), to authorize the execution and delivery of certain financial security and credit enhancement agreements to secure payment of amounts due from the City in connection with each such Financing Transaction and the incurrence of general obligation indebtedness in connection therewith; and
Whereas, the City has determined that it is necessary to amend Section 3 of the ordinance adopted by the City Council of the City of Chicago on May 1, 2002, as heretofore amended (the "2002 Ordinance'), which authorizes the issuance of Commercial Paper Notes Series A and Series B in an amount not lo exceed $500,000,000 and pursuant to which the Cily proposed to establish a commercial paper program, an auction rate securities program, a variable rate securities program and a line of credit program (collectively, the "Borrowing Plan'); and
Whereas, the Borrowing Plan authorizes the issuance of one or more series of Authorized Debt (as defined in the 2002 Ordinance) for (i) the payment, or reimbursement of the City for the payment, of the cost of all or any portion of any capital project approved by City Council, (ii) cash flow needs of the City, (iii) the deposit of monies into funds and accounts as are provided for in any indenture entered into under the Borrowing Plan, and (iv) the payment of costs of issuance incurred in connection with each series of Authorized Debt; and
Whereas, the City desires to amend Section 3 of the 2002 Ordinance in order to (i) increase the maximum aggregate principal amount of Authorized Debt to be outstanding under the 2002 Ordinance from $500,000,000 to $1 billion and (ii) extend the maximum maturity of Authorized Debt outstanding under the 2002 Ordinance from January 1, 2030 to January 1, 2032; now, therefore,
Be it Ordained By the City Council of the City of Chicago:
Section 1. The City Council of the City (the "City Council"), after a public meeting heretofore held on this Ordinance by the Committee on Finance of the City Council, pursuant to
JOURNAL-CITY COUNCIL-CHICAGO 2/5/2014
proper notice and in accordance with the findings and recommendations of such Committee, hereby finds that all of the recitals contained in the preambles to this Ordinance are full, true and correct and does incorporate them into this Ordinance by this reference.
Section 2. There shall be borrowed on the credit of and for and on behalf of the City in one or more series and at one or more times the sum of not to exceed $900,000,000 plus an amount equal to the amount of any net original issue discount used in the marketing of the Bonds (not to exceed 10 percent of the principal amount of each series thereof) for the purposes aforesaid; and the Bonds shall be issued from time to time in said aggregate principal amount, or such lesser amount, as may be determined by the City's Chief Financial Officer or the City Comptroller (each such officer being hereinafter referred to as an "Authorized Officer").
All or any portion of the Bonds may be issued as Bonds payable in one payment on a fixed date ("Capital Appreciation Bonds'). Each series of Capital Appreciation Bonds shall be dated the date of issuance thereof and shall also bear the date of authentication, shall be in fully registered form, shall be numbered as determined by the applicable Bond Registrar (as hereinafter defined), and shall be in denominations equal to the original principal amounts of such Capital Appreciation Bonds or any integral multiple thereof, each such original principal amount representing Compound Accreted Value (as hereinafter defined) at maturity (the "Maturity Amount") of such minimum amounts and integral multiples thereof as shall be agreed upon by an Authorized Officer and the purchasers of such Capital Appreciation Bonds (but no single Bond shall represent Compound Accreted Value maturing on more than one date). As used herein, the "Compound Accreted Value" of a Capital Appreciation Bond on any date of determination shall be an amount equal to the original principal amount (or integral multiple thereof) plus an investment return accrued to the date of such determination at a semiannual compounding rate which is necessary to produce the yield to maturity borne by such Capital Appreciation Bond (the "Yield to Maturity").
All or any portion of the Bonds may be issued as Bonds bearing interest at fixed rates and paying interest semiannually as described below (the "Cunent Interest Bonds'). Each series of Current Interest Bonds shall be dated such date as shall be agreed upon by an Authorized Officer and the purchasers of such Current Interest Bonds,.shall be in fully registered form, shall be in such minimum denominations and integral multiples thereof as shall be agreed upon by an Authorized Officer and the purchasers of such Current Interest Bonds (but no single Current Interest Bond shall represent installments of principal maturing on more than one date), and shall be numbered as determined by the applicable Bond Registrar.
The Bonds may be initially issued as Capital Appreciation Bonds containing provisions for the conversion of the Compound Accreted Value of such Bonds into Current Interest Bonds (the "Convertible Bonds') at such time following the initial issuance as shall be approved by an Authorized Officer. While in the form of Capital Appreciation Bonds, such Convertible Bonds shall be subject to all of the provisions and limitations of this Ordinance relating to Capital Appreciation Bonds, and while in the form of Current Interest Bonds, such Convertible Bonds
REPORTS OF COMMITTEES
shall be subject to all of the provisions and limitations of this Ordinance relating to Current Interest Bonds. In particular, when Convertible Bonds are in the form of Capital Appreciation Bonds prior to their conversion to Current Interest Bonds, the transfer, exchange and replacement provisions of this Ordinance with respect to Capital Appreciation Bonds shall apply to such Convertible Bonds; provided that the Convertible Bonds delivered in the form of Capital Appreciation Bonds in connection with any such transfer, exchange or replacement shall have identical provisions for conversion to Current Interest Bonds as set forth in the Convertible Bonds being transferred, exchanged or replaced. In connection with the issuance and sale of any Convertible Bonds, the terms and provisions relating to the conversion of the Compound Accreted Value of such Convertible Bonds into Current Interest Bonds shall be as approved by an Authorized Officer at the time of sale of such Convertible Bonds. Notwithstanding any other provision hereof, any series of Bonds may be issued as Capital Appreciation Bonds, Current Interest Bonds, Convertible Bonds or any combination thereof.
All or any portion of the Bonds may be issued as Bonds bearing interest at variable rates established by reference to such indices or otherwise and adjustable and payable from time to time as shall be determined by an Authorized Officer and as agreed upon by an Authorized Officer and the purchaser of the Bonds (the "Variable Rate Bonds'). Each series of Variable Rate Bonds shall be dated such date as shall be agreed upon by an Authorized Officer and the purchasers of such Bonds, shall be in fully registered form, shall be in such denominations as shall be agreed upon by an Authorized Officer and the purchasers of the Bonds (but no single Bond shall, represent installments of principal maturing on more than one date), and shall be numbered as determined by the applicable Bond Registrar. Each series of Variable Rate Bonds may be issued pursuant to, and have such terms and provisions as are set forth in, a trust indenture between the City and a bank or trust company selected by an Authorized Officer. The Mayor or an Authorized Officer is hereby authorized to enter into one or more such trust indentures on behalf of the City. Each such trust indenture shall be in substantially the form of trust indentures previously entered into by the City in connection with the sale of general obligation bonds or notes bearing interest at variable rates, but with such revisions in text as the Mayor or the Authorized Officer executing the same shall determine are necessary or desirable, including such revisions as shall be necessary to incorporate provisions relating to the manner of establishing the interest rate and the payment of interest from time to time on the Variable Rate Bonds, the execution thereof, and any amendment thereto, by the Mayor or such Authorized Officer to evidence the City Council's approval of all such revisions.
All or any portion of the Bonds may be issued and sold from time to time on a retail basis to individual investors (the 'Retail Bonds") or as a direct purchase to holders (the 'Direct Purchase Bonds'). The Retail Bonds and the Direct Purchase Bonds shall be sold as provided in Section 12 hereof.
The principal of the Bonds of each series shall become due and payable on or before the earlier of (i) January 1, 2056, or (ii) 40 years after the date of issuance thereof. Each series of Current Interest Bonds shall bear interest at a rate or rates and each series of Capital Appreciation Bonds shall have Yields to Maturity not to exceed 15 percent per annum. Each series of Variable Rate Bonds shall bear interest from time to time at such rates determined by
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such remarketing or other indexing agent as shall be selected by an Authorized Officer for that purpose or as provided in the related trust indenture referred to above not to exceed 15 percent per annum. Any portion of the Bonds may be issued as bonds the interest on which is not excludable from the gross income of the owner thereof for federal income tax purposes if determined by an Authorized Officer to be beneficial to the City.
Each Capital Appreciation Bond shall accrue interest from its date at the rate per annum compounded semiannually on each January 1 and July 1, commencing on such January 1 or July 1 as determined by an Authorized Officer at the time of sale of such Capital Appreciation Bonds, which will produce the Yield to Maturity identified therein until the maturity date thereof. Interest on the Capital Appreciation Bonds shall be payable only at the respective maturity dates thereof.
Each Current Interest Bond shall bear interest from the later of its date or the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of such Bond is paid, such interest (computed upon the basis of a 360-day period of twelve 30-day months) being payable on January 1 and July 1 of each year, commencing on such January 1 or July 1 as shall be determined by an Authorized Officer at the time of the sale of each series of Current Interest Bonds. Interest on each Current Interest Bond shall be paid to the person in whose name such Bond is registered at the close of business on the 15th day of the month next preceding the interest payment date, by check or draft of the applicable Bond Registrar, or, at the option of any registered owner of $1,000,000 or more in aggregate principal amount of Current Interest Bonds of a series, by wire transfer of immediately available funds to such bank in the continental United States of America as the registered owner of such Bonds shall request in writing to the applicable Bond Registrar.
Each series of Variable Rate Bonds shad bear interest (computed from time to time at such rates and on such basis as shall be determined by an Authorized Officer or at the time of sale of such series of Variable Rate Bonds) payable on such dates as shall be determined by an Authorized Officer at the time of sale of such Variable Rate Bonds. Any Variable Rate Bonds may be made subject to optional or mandatory tender for purchase by the owners thereof at such times and at such prices (not to exceed 105 percent of the principal amount thereof) as shall be determined by an Authorized Officer at the time of sale of such Variable Rate Bonds. In connection with the remarketing of any Variable Rate Bonds of a series so tendered for purchase under the terms and conditions so specified by an Authorized Officer, the Mayor and each Authorized Officer are hereby authorized to execute on behalf of the City a remarketing agreement, and any amendment thereto, with respect to such series of Variable Rate Bonds in substantially the form previously used for variable rate financings of the City with appropriate revisions to reflect the terms and provisions of such Bonds sold as Variable Rate Bonds and such other revisions in text as an Authorized Officer shall determine are necessary or desirable in connection with the sale of such Bonds as Variable Rate Bonds. The annual fee paid to any remarketing agent serving in such capacity pursuant to any such remarketing agreement with respect to a series of Variable Rate Bonds shall not exceed one-quarter of one percent (0.25%) of the average principal amount of such Variable Rate Bonds of such series outstanding during such annual period.
REPORTS OF COMMITTEES
The Compound Accreted Value of the Capital Appreciation Bonds, the principal of the Current Interest Bonds and the Variable Rate Bonds and any redemption premium shall be payable in lawful money of the United States of America upon presentation and surrender thereof at the designated corporate trust office of the applicable Bond Registrar.
Each of the Bonds shall be designated "General Obligation Bonds, Series ," with
such additions,- modifications or revisions as shall be determined to be necessary by an Authorized Officer at the time of the sale of such Bonds to reflect the calendar year of issuance of the Bonds, the order of sale of the Bonds, the specific series of the Bonds, whether the Bonds are being issued on a taxable basis, whether the Bonds are Capital Appreciation Bonds, Current Interest Bonds, Convertible Bonds, Variable Rate Bonds, Retail Bonds or Direct Purchase Bonds, whether the Bonds are being issued and sold for the purpose of paying costs of the Refunding Purposes, paying costs of the Project or a combination thereof and any other authorized features of the Bonds determined by an Authorized Officer as desirable to be reflected in the title of the Bonds being issued and sold.
The seal of the City or a facsimile thereof shall be affixed to or printed on each of the Bonds, and the Bonds shall be executed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Clerk, and in case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all proposes, the same as if such officer had remained in office until delivery. As used in this Ordinance. "City Clerk" shall mean the duly qualified and acting City Clerk of the City or any Deputy City Clerk or other person that may lawfully take a specific action or perform a specific duty prescribed for the City Clerk pursuant to this Ordinance.
All Bonds shall have thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by the applicable Bond Registrar as authenticating agent of the City and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the applicable Bond Registrar by manual signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Ordinance. The certificate of authentication on any Bond shall be deemed to have been executed by the applicable Bond Registrar if signed by an authorized officer of such Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder.
Secl/on-3. (a) Registration and Transfer. The City shall cause books (the "Bond . Register') for the registration and for the transfer of each series of Bonds as provided in this Ordinance to be kept at the designated corporate trust office of a bank or trust company designated by an Authorized Officer (the 'Bond Registrar^, as the registrar for the City in connection with such series of Bonds. The City is authorized to prepare multiple Bond blanks executed by the City for use in the transfer and exchange of Bonds.
JOURNAL-CITY COUNCIL-CHICAGO
Upon surrender for transfer of any Bond at the designated corporate trust office of the applicable Bond Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to such Bond Registrar and duly executed by the registered owner or its attorney duly authorized in writing, the City shall execute and such Bond Registrar shall authenticate, date and deliver in the name of the transferee or transferees (a) in the case of any Capital Appreciation Bond, a new fully registered Capital Appreciation Bond or Bonds of the same series, maturity and yield to maturity of authorized denominations, for a like aggregate original principal amount of Capital Appreciation Bond or Bonds of the same series, maturity and yield to maturity of other authorized denominations, or (b) in the case of any other Bonds, one or more fully registered Bonds of the same series, type (Current Interest Bonds or Variable Rate Bonds), interest rate (or in the case of Variable Rate Bonds, method of interest rate determination) and maturity of authorized denominations, for a like principal amount. Any Capital Appreciation Bond or Bonds may be exchanged at said office of the applicable Bond Registrar for a like aggregate original principal amount of Capital Appreciation Bond or Bonds of the same series, maturity and yield to maturity of other authorized denominations. Any other Bond or Bonds may be exchanged at said office of the applicable Bond Registrar for a like aggregate principal amount of Bonds of the same series, type, interest rate and maturity of other authorized denominations. The execution by the City of any fully registered Bond shall constitute full and due authorization of such Bond, and the applicable Bond Registrar shall thereby be authorized to authenticate, date and deliver such Bond; provided that (a) the aggregate original principal amount of outstanding Capital Appreciation Bonds of each series, maturity and yield to maturity authenticated by the applicable Bond Registrar shall not exceed the authorized aggregate original principal amount of Capital Appreciation Bonds of such series and maturity less previous retirements and (b) the principal amount of Current Interest Bonds or Variable Rate Bonds of each series, maturity and interest rate (or interest rate determination method) authenticated by the applicable Bond Registrar shall not exceed the authorized principal amount of Current Interest Bonds or Variable Rate Bonds for such series, maturity and interest rate (or interest rate determination method) less previous retirements.
The applicable Bond Registrar shall not be required to transfer or exchange (a) any Bond after notice calling such Bond for redemption has been mailed, or (b) any Bond during a period of 15 days next preceding mailing of a notice of redemption of such Bond; provided, however, that provisions relating to the transfer or exchange of Variable Rate Bonds of a series shall be as determined by an Authorized Officer at the time of the sale thereof and may be set forth in the trust indenture securing such series of Variable Rate Bonds as authorized in Section 2 hereof.
The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the Compound Accreted Value of, principal of, redemption premium, if any, or interest on any Bond, as appropriate, shall be made only to or upon the order of the registered owner thereof or its legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent ofthe sum or sums so paid.
REPORTS OF COMMITTEES
No service charge shall be made for any transfer or exchange of Bonds, but the City or the applicable Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds, except that no such payment may be required in the case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond surrendered for redemption.
Book-Entry Only System. If so determined and directed by an Authorized Officer in connection with the sale of any of the Bonds, such Bonds may be issued in book-entry only form. In connection with the issuance of Bonds in book-entry only form, an Authorized Officer is authorized to execute and deliver to the book-entry depository selected by such Authorized Officer such depository's standard form of representation letter. If any of the Bonds are registered in the name of a securities depository which uses a book-entry system, the standing of the beneficial owner to enforce any of the covenants herein may be established through the books and records of such securities depository or a participant therein.
Bonds Lost, Destroyed, etc. If any Bond, whether in temporary or definitive form, is lost (whether by reason of theft or otherwise), destroyed (whether by mutilation, damage, in whole or in part, or otherwise) or improperly cancelled, the applicable Bond Registrar may authenticate a new Bond of like series, date, maturity date, interest rate (or, in the case of Capital Appreciation Bonds, yield to maturity, and in the case of Variable Rate Bonds, method of interest rate determination), denomination and original principal amount (in the case of Capital Appreciation Bonds) or principal amount (in the case of other Bonds) and bearing a number not contemporaneously outstanding; provided that (i) in the case bf any mutilated Bond, such mutilated Bond shall first be surrendered to the applicable Bond Registrar, and (ii) in the case of any lost Bond or Bond destroyed in whole, there shall be first furnished to the applicable Bond Registrar evidence of such loss or destruction, together with indemnification of the City and such Bond Registrar, satisfactory to such Bond Registrar. If any lost, destroyed or improperly cancelled Bond shall have matured or is about to mature, or has been called for redemption, instead of issuing a duplicate Bond, the applicable Bond Registrar shall pay the same without surrender thereof if there shall be first furnished to such Bond Registrar evidence of such loss, destruction or cancellation, together with indemnity, satisfactory to it. Upon the issuance of any substitute Bond, the applicable Bond Registrar may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto.
(d) Redemption and Repurchase. The Bonds may be made subject to redemption prior to maturity at the option of the City, in whole or in part on any date, at such times and at such redemption prices (to be expressed as a percentage of the principal amount of Current Interest Bonds or Variable Rate Bonds being redeemed or as a formula as described below and expressed as a percentage of the Compound Accreted Value of Capital Appreciation Bonds to be redeemed or as a formula as described below) not to exceed 105 percent, plus, in the case of Current Interest Bonds and Variable Rate Bonds! accrued interest to the date of redemption, as determined by an Authorized Officer at the time of the sale thereof.
Notwithstanding the foregoing, such 105 percent limitation on the redemption price of Bonds shall not apply where the redemption price is based upon a formula designed to compensate the owner of the Bonds to be redeemed based upon prevailing market conditions
JOURNAL-CITY COUNCIL-CHICAGO 2/5/2014
on the date fixed for redemption, commonly known as a "make-whole" redemption price (the "Make-Whole Redemption Price'). At the time of sale of the Bonds, an Authorized Officer shall determine the provisions of the formula to be used to establish any Make-Whole Redemption Price, which may vary depending on whether the Bonds are issued on a taxable or tax-exempt basis. An Authorized Officer shall confirm and transmit the applicable Make-Whole Redemption Price on such dates and to such parties as shall be necessary to effectuate such redemption. .
If fewer than all of the outstanding Bonds of a series are to be optionally redeemed, the Bonds to be called shall be called from such maturities and interest rates of such series as may be determined by an Authorized Officer.
Certain of the Bonds of a series may be made subject to mandatory redemption, at par and accrued interest to the date fixed for redemption, as determined by an Authorized Officer at the time of the sale thereof.
An Authorized Officer is hereby authorized to sell (at a price determined by such Authorized Officer to be in the best interests of the City) or waive any right the City may have to call any of the Bonds or Outstanding Indebtedness for optional redemption, in whole or in part, and is hereby further authorized to expend the proceeds of any such sales for any purpose for which the proceeds of the Bonds are authorized to be expended and for the payment or prepayment of any City debt obligations whether issued before or after the date of adoption of this Ordinance, all as determined by an Authorized Officer; provided however, to the extent that interest on such Bonds or Outstanding Indebtedness is excluded from gross income for federal income tax purposes, such expenditures shall not adversely affect such exclusion. If determined to be necessary or appropriate, an Authorized Officer is authorized to solicit the consent of holders of outstanding Bonds or Outstanding Indebtedness to any such sale or waiver.
Retail Bonds may be made subject to repurchase by the City upon the demand of certain holders thereof at a price of not to exceed 105 percent of par, as more fully described in Section 12 hereof.
At the time of sale of Bonds of a series, an Authorized Officer is authorized to determine the manner of redeeming such Bonds, either by lot in the manner hereinafter provided or pro-rata in the manner determined by an Authorized Officer at the time of sale, in the event less than all of the Bonds of the same series, maturity and interest rate are to be redeemed.
The Current Interest Bonds shall be redeemed only in amounts equal to the respective minimum authorized denominations and integral multiples thereof and the Capital Appreciation Bonds shall be redeemed only in amounts representing the respective minimum authorized Maturity Amounts and integral multiples thereof. In the event of the redemption bf fewer than all the Bonds of the same series, maturity and interest rate by lot, the aggregate principal amount or Maturity Amount (as appropriate) thereof to be redeemed shall be the minimum authorized denomination or Maturity Amount (as appropriate) for such series or an integral multiple thereof, and the applicable Bond Registrar shall assign to each Bond of such series, maturity and
REPORTS OF COMMITTEES
interest rate, a distinctive number for each minimum authorized denomination or Maturity Amount (as appropriate) of such Bond and shall select by lot from the numbers so assigned as many numbers as, at such minimum authorized denomination or Maturity Amount (as "appropriate) for each number, shall equal the principal amount or Maturity Amount (as appropriate) of such Bonds to be redeemed. In such case, the Bonds to be redeemed shall be those to which were assigned numbers so selected; provided that only so much of the principal amount or Maturity Amount (as appropriate) of each Bond shall be redeemed as shall equal such minimum authorized denomination or Maturity Amount (as appropriate) for each number assigned to it and so selected. In the event of the redemption of fewer than all Bonds of the same series, maturity and interest rate on a pro-rata basis, if the Bonds are held in book-entry form at the time of redemption, at the time of sale of the Bonds, an Authorized Officer is authorized to direct the Bond Registrar to instruct the book-entry depository to select the specific Bonds within such maturity and interest rate for redemption pro-rata among such Bonds. The City shall have no responsibility or obligation to ensure that the book-entry depository properly selects such Bonds for redemption.
The City shall, at least 45 days prior to any optional redemption date (unless a shorter time period shall be satisfactory to the applicable Bond Registrar), notify the applicable Bond Registrar of such redemption date and of the principal amount or Maturity Amount (as appropriate) of Bonds of such series to be redeemed.
In connection with any mandator/ redemption of Bonds of a series as authorized above, the principal amounts of Bonds (or the Compound Accreted Value of the Capital Appreciation Bonds) of such series to be mandatorily redeemed in each year may be reduced through the earlier optional redemption thereof, with any partial optional redemptions of such Bonds of such series credited against future mandatory redemption requirements in such order of the mandatory redemption dates as an Authorized Officer may determine. In addition, on or prior to the 60th day preceding any mandatory redemption date of Bonds of a series, the applicable Bond Registrar may, and if directed by an Authorized Officer shall, purchase Bonds of such series required to be retired on such mandatory redemption date at such prices as an Authorized Officer shall determine. Any such Bonds so purchased shall be cancelled and the principal amount (or Compound Accreted Value, as appropriate) thereof shall be credited against the payment required on such next mandatory redemption date with respect to such series of Bonds.
The applicable Bond Registrar shall promptly notify the City in writing of the Bonds, or portions thereof, selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount, Compound Accreted Value or Maturity Amount (as appropriate) thereof, and the interest rate thereof to be redeemed.
Subject to the limitation on redemption price set forth above, in the case of redemption of any Variable Rate Bonds, the terms of such redemption shall be determined by an Authorized Officer at the time of sale of such Variable Rate Bonds and may be set forth in the trust indenture securing such Variable Rate Bonds as authorized in Section 2 hereof.
JOURNAL-CITY COUNCIL-CHICAGO 2/5/2014
Section 4. Except as may otherwise be determined as provided below for Variable Rate Bonds, unless waived by any owner of Bonds to be redeemed, notice of the call for any such redemption shall be given by the applicable Bond Registrar on behalf of the City by mailing the redemption notice by first class mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the applicable Bond Register or at such other address as is furnished in writing by such registered owner to such Bond Registrar, but the failure to mail any such notice or any defect therein as to any Bond shall not affect the validity of the proceedings for the redemption of any other Bond. Any notice of redemption mailed as provided in this Section shall be conclusively presumed to have been given whether or not actually received by the addressee. In the case of redemption of any Variable Rate Bonds of a series, the time and manner of giving such notice shall be determined by an Authorized Officer at the time of sale of such Variable Rate Bonds and may be set forth in the trust indenture securing such Variable Rate Bonds as authorized in Section 2 hereof.
All notices of redemption shall state:
the series designation of the Bonds to be redeemed,
the redemption date,
the redemption price, or in the case of a redemption of Bonds at a Make-Whole Redemption Price, a description of the formula by which the redemption price shall be determined,
if less than all outstanding Bonds of a series are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts and interest rates, Compound Accreted Values or Maturity Amounts) of the Bonds to be redeemed,
that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue or compound from and after said date,
the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the designated corporate trust office of the applicable Bond Registrar, and
such other information as shall be deemed necessary by the applicable Bond Registrar at the time such notice is given to comply with law, regulation or industry standard.
With respect to an optional redemption of any series of Bonds, such notice may state that said redemption is conditioned upon the receipt by the applicable Bond Registrar on or prior to the date fixed for redemption of moneys sufficient to pay the redemption price ofthe Bonds of
REPORTS OF COMMITTEES
such series. If such moneys are not so received, such redemption notice shall be of no force and effect, the City shall not redeem such Bonds and the applicable Bond Registrar shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed. Unless the notice of redemption shall be made conditional as provided above, on or prior to any redemption date for a series of Bonds, the City shall deposit with the applicable Bond Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions thereof of such series which are to be redeemed on that date.
Notice of redemption having been given as aforesaid, the Bonds, or portions thereof, so to be redeemed shall, on the redemption dale, become due and payable at the redemption price therein specified, and from and after such date (unless the City shall default in the payment of the redemption price or unless, in the event of a conditional notice as described above, the necessary moneys were not deposited) such Bonds, or portions thereof, shall cease to bear, accrue or compound interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the applicable Bond Registrar at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption (i) of any Current Interest Bond or Variable Rate Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same series, type (Current Interest Bonds or Variable Rate Bonds), interest rate or, in the case of Variable Rate Bonds, method of interest rate determination, and maturity in the amount of the unpaid principal or (ii) of any Capital Appreciation Bond, there shall be prepared for the registered owner a new Capital Appreciation Bond or Bonds of the same series, Yield to Maturity and maturity date in the amount ofthe unpaid Maturity Amount.
If any Current Interest Bond or Variable Rate Bond, or portion thereof, called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate borne by such Bond, or portion thereof, so called for redemption If any Capital Appreciation Bond, or portion thereof, called for redemption shall not be so paid upon surrender thereof for redemption, the Compound Accreted Value at such redemption date shall continue to accrue interest from such redemption date at the Yield to Maturity borne by such Capital Appreciation Bond, or portion thereof, so called for redemption. All Bonds which have been redeemed shall be cancelled and destroyed by the applicable Bond Registrar and shall not be reissued.
If any Bond is not presented for payment when the principal amount, Compound Accreted Value or Maturity Amount thereof becomes due, either at maturity or at a date fixed for redemption thereof or otherwise, and if moneys sufficient to pay such Bond are held by the applicable Bond Registrar for the benefit of the registered owner of such Bond, such Bond Registrar shall hold such moneys for the benefit of the registered owner of such Bond without liability to the registered owner for interest. The registered owner of such Bond thereafter shall be restricted exclusively to such funds for satisfaction of any claims relating to such Bond.
JOURNAL-CITY COUNCIL-CHICAGO 2/5/2014
Section 5. The Capital Appreciation Bonds and the Current Interest Bonds of each series shall be prepared in substantially the following forms with such insertions and revisions as shall be necessary to reflect the terms and provisions of the sale of the Bonds of such series pursuant to Section 12 hereof; provided that if the text of any Bond is to be printed in its entirety on the front side of such Bond, then the text shown or appearing on the reverse side of such Bond shall replace paragraph [2] and the legend, "See Reverse Side for Additional Provisions," shall be omitted. The Convertible Bonds shall be prepared incorporating the provisions of the forms of Capital Appreciation Bonds and Current Interest Bonds set forth below as necessary to reflect the terms and provisions of the sale of the Convertible Bonds pursuant to Section 12 hereof. The Variable Rate Bonds shall be prepared in substantially the form of the Current Interest Bonds set forth below, or as provided in the applicable trust indenture securing such Variable Rate Bonds as authorized in Section 2 hereof, with such insertions and revisions as shall be necessary to reflect the terms and provisions of the sale of the Variable Rate Bonds pursuant to Section 12 hereof.
All Bonds may be prepared with such insertions and revisions as shall be necessary in connection with the issuance of such Bonds as Retail Bonds or Direct Purchase Bonds.
[Form of Capital Appreciation Bond — Front Side]
Registered No.
Compound Accreted Value at Maturity {"Maturity Amount")
United States of America
State of Illinois
City of Chicago
General Obligation Bond
Series
See Reverse Side for Additional Provisions
Yield to Maturity
Original Principal Amount Per
$ ooo
Maturity Amount:
Dated Date
., 20.
REPORTS OF COMMITTEES
Registered Owner:
The City of Chicago (the "City") hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Maturity Amount identified above. The amount of interest payable on this Bond on the Maturity Date hereof is the amount of interest accrued from the Dated Date hereof at a semiannual compounding rate necessary to produce the Yield to Maturity set forth above, compounded semiannually on each January 1 and
July 1, commencing 1, 20__. The Maturity Amount of this Bond is payable
in lawful money of the United States of America upon presentation and surrender of this Bond at
the designated corporate trust office of , Chicago, Illinois, or its
successor, as bond registrar and paying agent (the "Bond Registrar). The Compound Accreted"
Value of this Bond per $ 000 Maturity Amount on January 1 and July 1 of each year,
commencing 1, 20 determined by the semiannual compounding described in
this paragraph shall be as set forth in the table of. Compound Accreted Value Per $ ,000
of Compound Accreted Value at Maturity contained herein.
Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as if set forth at this place.
It is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this Bond did exist, have happened, been done and performed in regular and due form and time as required by law; that the indebtedness of the City, including the issue of Bonds of which this is one. does not exceed any limitation imposed by law; and that provision has been made for the collection of a direct annual tax sufficient to pay the Maturity Amount hereof at maturity.
This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar.
In Witness Whereof, the City of Chicago by the City Council has caused its corporate seal to be imprinted by facsimile hereon and this Bond to be signed by the duly authorized facsimile signature of the Mayor and attested by the facsimile signature of the City Clerk, all as of the Dated Date identified above. .
(Facsimile Signature)
Mayor City of Chicago
JOURNAL-CITY COUNCIL-CHICAGO 2/5/2014
Attest:
(Facsimile Signature)
City Clerk City of Chicago
[Seal]
Date of Authentication:
Certificate of Authentication
This Bond is one of the Bonds described in the within-mentioned Bond Ordinance and is
one of the General Obligation Bonds, Series , of the City of Chicago.
(Manual Signature) Authorized Officer
[Form of Capital Appreciation Bond — Reverse Side]
City of Chicago
General Obligation Bond
Series
For the prompt payment of the Maturity Amount of this Bond as the same becomes due, and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the City are hereby irrevocably pledged.
This Bond is one of a series of Bonds aggregating the original principal amount of
$_ issued pursuant to the constitutional home rule powers of the City for the
purposes of (i) paying costs of the Refunding Purposes described in the hereinafter-defined Bond Ordinance, (ii) paying costs of the Project described in the Bond Ordinance, and (iii) paying expenses incidental to the issuance of the Bonds, and was authorized by an
Ordinance adopted by the City Council of the City on , 20 (the "Bond
¦ Ordinance").
The Bonds maturing on or after January 1, , are redeemable prior to maturity at the
option of the City, in whole or in part on any date on or after 1, , and if
less than all of the outstanding Bonds are to be redeemed, the Bonds to be called shall be called from such maturities as shall be determined by the City, and if less than all of the Bonds of the same maturity and yield to maturity are to be redeemed, then Iby lotj [pro-rataj for the
REPORTS OF COMMITTEES
Bonds of the same maturity and yield to maturity in the manner hereinafter provided, the Bonds to be redeemed at the redemption prices (being expressed as a percentage of the Compound Accreted Value of the Bonds to be redeemed) set forth below:
Dates of Redemption Redemption Price
[Redemption by lot] In the event of the redemption of less than all the Bonds of like maturity and yield to maturity, the aggregate Maturity Amount thereof to be redeemed shall be
$ ,000 or an integral multiple thereof, and the Bond Registrar shall assign to each Bond of
such maturity and yield to maturity a distinctive number for each $ ,000 Maturity Amount of
such Bond and shall select by lot from the numbers so assigned as many numbers as, at
$ ,000 for each number, shall equal the Maturity Amount of such Bonds to be redeemed.
The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected;
provided that only so much of the Maturity Amount of each Bond shall be redeemed as shall
equal $ ,000 for each number assigned to it and so selected.
[Redemption pro-rata] In the event of the redemption of less than all the Bonds of like maturity and yield to maturity, the Bonds to be redeemed will be selected pro-rata in the manner determined pursuant to the Bond Ordinance.
Notice of any such redemption shall be sent by first class mail not fewer than 30 days nor more than 60 days prior to the date fixed for redemption to the Registered Owner of each Bond to be redeemed at the address shown on the registration books of the City maintained by the Bond Registrar or at such other address as is furnished in writing by such Registered Owner to the Bond Registrar; provided that the failure to mail any such notice or any defect therein as to any Bond shall not affect the validity of the proceedings for the redemption of any other Bond. When so called for redemption, this Bond shall cease to accrue interest on the specified redemption date; provided that funds for redemption are on deposit at the place of payment at that time, and shall not be deemed to be outstanding.
This Bond is transferable by the Registered Owner hereof in person or by its attorney duly authorized in writing at the designated corporate trust office of the Bond Registrar in Chicago, Illinois, but only in the manner, subject to the limitations and upon payment of the charges provided in the Bond Ordinance, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of authorized denominations, of the same maturity and yield to maturity and for the same aggregate Original Principal Amount will be issued to the transferee in exchange therefor. The Bond Registrar shall not be required to transfer or exchange this Bond (A) after notice calling this Bond for redemption has been mailed, or (B) during a period of 15 days next preceding mailing of a notice of redemption of this Bond.
The Bonds are issued in fully registered form in Original Principal Amounts representing
$ ,000 Maturity Amount or any integral multiple thereof. This Bond may be exchanged at
the designated corporate trust office of the Bond Registrar for a like aggregate Original Principal Amount of Bonds of the same series and maturity, upon the terms set forth in the Bond Ordinance.
!
JOURNAL-CITY COUNCIL-CHICAGO 2/5/2014
The City and the Bond Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of the Maturity Amount hereof and redemption premium, if any, hereon and for all other purposes and neither the City nor the Bond Registrar shall be affected by any notice to the contrary.
Table of Compound Accreted Value
Per $ ,000 of Compound Accreted Value At Maturity
(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
attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises.
Dated:
Signature guaranteed:
Notice: The signature to this assignment must correspond with the name of the Registered .Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
REPORTS OF COMMITTEES
[Form of Current Interest Bond — Front Side]
Registered
No.
United States of America
State of Illinois
City of Chicago
General Obligation Bond
Series .
" See Reverse Side for Additional Provisions
Interest Rate:
Maturity Date: January 1, 20_
Registered Owner: Principal Amount:
The City of Chicago (the "Cily") hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Principal Amount identified above and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on such Principal Amount from the later of the date of this Bond or the most recent interest payment date to which interest has been paid at the Interest Rate per annum set forth above on
January 1 and July 1 of each year commencing • 1, 20 , until said Principal
Amount is paid. Principal of this Bond and redemption premium, if any, shall be payable in lawful money of the United States of America-upon presentation and surrender at the
designated corporate trust office of , Chicago, Illinois, as bond
registrar and paying agent (the "Bond Registrar"). Payment of the installments of interest shall be made to the Registered Owner- hereof as shown on the registration books of the City maintained by the Bond Registrar at the close of business on the 15th day of the month next preceding each interest payment date and shall be paid by check or draft of the Bond Registrar mailed to the address of such Registered Owner as it appears on such registration books or at such other address furnished in writing by such Registered Owner to the Bond Registrar or, at the option of any Registered Owner of $1,000,000 or more in aggregate principal amount of the Bonds, by wire transfer of immediately available funds to such bank in the continental United States of America as the Registered Owner hereof shall request in writing to the Bond Registrar.
JOURNAL-CITY COUNCIL-CHICAGO
Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as if set forth at this place.
It is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this Bond did exist, have happened, been done and performed in regular and due form and time as required by law; that the indebtedness of the City, including the issue of Bonds of which this is one, does not exceed any limitation imposed by law; and that provision has been made for the collection of a direct annual tax sufficient to pay the interest hereon as it falls due and also to pay and discharge the principal hereof at maturity.
This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar.
In Witness Whereof, the City of Chicago by the City Council has caused its corporate seal to be imprinted by facsimile hereon and this Bond to be signed by the duly authorized facsimile signature of the Mayor and attested by the facsimile signature of the City Clerk, all as of the Dated Date identified above.
(Facsimile Signature)
Mayor City of Chicago
Attest:
(Facsimile Signature)
City Clerk City of Chicago
[Seal]
Date of Authentication:
Certificate of Authentication
This Bond is one of the Bonds described in the within-mentioned Bond Ordinance and is
one of the General Obligation Bonds, Series , of the City of Chicago.
By: (Manual Signature)
Authorized Officer
REPORTS OF COMMITTEES
[Form of Current Interest Bond — Reverse Side]
City of Chicago
General Obligation Bond
Series
For the prompt payment of this Bond, both principal and interest, as aforesaid, as the same become due, and for the levy of taxes sufficient for that purpose, the full faith, credit and resources of the City are hereby irrevocably pledged.
This Bond is one of a series of Bonds aggregating the principal amount of
$ issued pursuant to the constitutional home rule powers of the City for the
purposes of (i) paying costs of the Refunding Purposes described in the hereinafter-defined Bond Ordinance, (ii) paying costs of the Project described in the Bond Ordinance, and (iii) paying expenses incidental to the issuance of the Bonds, and was authorized by an
Ordinance adopted by the City Council of the City on , 20__ (the 'Bond
Ordinance").
The Bonds maturing on or after January 1, , are redeemable prior to maturity at the
option of the City, in whole or in part on any date on or after 1, , and if less
than all of the outstanding Bonds are to be redeemed, the Bonds to be called shall be called from such maturities and interest rates as shall be determined by the City and if less than all of the Bonds of a single maturity and the same interest rate are to be redeemed then [by lot] [pro-rata] within such maturity and interest rate in the manner hereinafter provided, the Bonds to be redeemed at the redemption prices (being expressed as a percentage of the principal amount) set forth below, plus accrued interest to the date of redemption:
Dates of redemption Redemption Price'
The Bonds maturing on January 1, , are subject to mandatory redemption prior to
maturity on January 1 of the years to , inclusive, and the Bonds maturing on
January 1, , are subject to mandatory redemption prior to maturity on January 1 of the
years to , inclusive, in each case at par and accrued interest to the date fixed for
redemption.
[Redemption by lot] In the event of the redemption of less than all the Bonds of like maturity and interest rate, the aggregate principal amount thereof to be redeemed shall be
$ ,000 or an integral multiple thereof, and the Bond Registrar shall assign to each Bond of
such maturity and interest rate a distinctive number for each $ ,000 principal amount of
such Bond and shall select by lot from the numbers so assigned as many numbers as, at
$ ,000 for each number, shall equal the principal amount of such Bonds to be redeemed.
The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected;
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provided that only so much of the principal amount of each Bond shall be redeemed as shall
equal $ ,000 for each number assigned to it and so selected.
[Redemption pro-rata] In the event of the redemption of less than all of the Bonds of like maturity and interest rate, the Bonds to be redeemed will be selected pro-rata in the manner determined pursuant to the Bond Ordinance.
Notice of any such redemption shall be sent by first class mail not less than 30 days nor more than 60 days prior to the date fixed for redemption to the Registered Owner of each Bond to be redeemed at the address shown on the registration books of the City maintained by the Bond Registrar or at such other address as is furnished in writing by such Registered Owner to the Bond Registrar; provided that the failure to mail any such notice or any defect therein as to any Bond shall not affect the validity of the proceedings for the redemption of any other Bond. When so called for redemption, this Bond shall cease to bear interest on the specified redemption date, provided that funds for redemption are on deposit at the place of payment at that time, and shall not be deemed to be outstanding.
This Bond is transferable by the Registered Owner hereof in person or by its attorney duly authorized in writing at the designated corporate trust office of the Bond Registrar in Chicago, Illinois, but only in the manner, subject to the limitations and upon payment of the charges provided in the Bond Ordinance, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of authorized denominations, of the same interest rate, series and maturity and for the same aggregate principal amount will be issued to the transferee in exchange therefor. The Bond Registrar shall not be required to transfer or exchange this Bond (A) after notice calling this Bond for redemption has been mailed, or (B) during a period of 15 days next preceding mailing of a notice of redemption of this Bond.
The Bonds are issued in fully registered form in the denomination of $ ,000 each or
authorized integral multiples thereof. This Bond may be exchanged at the designated corporate trust office of the Bond Registrar for a like aggregate principal amount of Bonds of the same . interest rate, series and maturity of other authorized denominations, upon the terms set forth in the Bond Ordinance.
The City and the Bond Registrar may deem and treat the Registered Owner hereof as • the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and redemption premium, if any, and for all other purposes and neither the City nor the Bond Registrar shall be affected by any notice to the contrary.
REPORTS OF COMMITTEES
(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
attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises.
Dated:
Signature guaranteed:
Notice: The signature to this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
Section 6. Each Bond shall be a direct and general obligation of the City for the payment of which (as to .Compound Accreted Value, principal, interest and redemption premium, if any, as appropriate) the City pledges its full faith and credit. Each Bond shall be payable (as to Compound Accreted Value, principal, interest and redemption premium, if any, as appropriate) from any moneys, revenues, receipts, income, assets or funds of the City legally available for such purpose, including but not limited to the proceeds of the Pledged Taxes (as defined in Section 7 hereof).
Section 7. For the purpose of providing the funds required to pay as the same become due (i) the principal of and interest and redemption premium, if any, on the Bonds (including the Compound Accreted Value of any Capital Appreciation Bonds), (ii) the purchase price of Bonds that are subject to optional or mandatory tender for purchase by the owners thereof, to the extent not otherwise provided for pursuant to the terms of a Credit Facility (as defined in Section 12 hereof), (iii) such amounts as may be payable under Interest Rate Exchange Agreements (as defined in Section 14(a) hereof) from the direct annual tax described below, (iv) amounts (other than periodic fees and expenses) payable to providers of Credit Facilities as described in Section 12 hereof, (v) any Line of Credit Indebtedness, (vi) the principal of and interest on General Obligation Commercial Paper Notes and (vii) to the extent determined by an Authorized Officer to be necessary or desirable, periodic fees and expenses payable to parties involved in the provision of ongoing services relating to the Bonds, the Outstanding Indebtedness, the Existing Interest Rate Exchange Agreements or Interest Rate Exchange Agreements, including any QIR and parties such as those identified by an Authorized Officer in a notification of sale as described in Section 12 hereof and parties providing similar ongoing services, such as rating agencies and entities providing financial market information to be used in connection with the structuring and sale of the Bonds (the "Ongoing Financing
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Services'), there is hereby levied and there shall be collected a direct annual tax upon all taxable property in the City for the years and in the amounts as follows:
Year Amount Year amount
2013
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033
$150,000,000 150,000,000 150,000,000 150,000.000 150,000,000 150.000,000 150,000,000 150,000,000 150,000,000 150,000,000 150,000.000 150,000,000 150,000,000 150,000,000 150.000,000 150,000,000 150,000.000 150,000,000 150,000,000 150,000,000 150.000.000
2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2051 2052 2053 2054
$150,000,000 150.000,000 150,000,000 150,000,000 150,000,000 150,000,000 150,000,000 150,000,000 150,000,000 150,000,000 150,000,000 150.000,000 150,000.000 150,000,000 150,000,000 150,000,000 150,000,000 150,000,000 150,000,000 150,000,000 150,000,000
; provided that collections of such levy for any year in an amount in excess of that necessary to make the payments described in clauses (i) through (vii), above (a) may be used for any lawful public purpose designated by the City Council or (b) may be reduced and abated by an Authorized Officer if such reduction is deemed desirable by an Authorized Officer in connection with the sale or sales of the Bonds, in each case as determined from time to time by an Authorized Officer as provided in Section 12 hereof.
The tax levy made in this Section is not subject to the "Aggregate Levy" limitation contained in the Chicago Property Tax Limitation Ordinance contained in Chapter 3-92 of the Municipal Code of Chicago (the 'Municipal Code"), and Section 3-92-020 of the Municipal Code is hereby superseded to exclude the tax levy herein from the definition of "Aggregate Levy" contained therein.
The term "Pledged Taxes" means (i) the taxes hereinabove levied for collection for the purpose of providing the funds necessary to make the payments described in clauses (i) through (vii) of the first paragraph of this Section 7, and (ii) subject to the provisions of Section 15 hereof, the proceeds of taxes levied for the years from and after 2012 in connection with the issuance of the Outstanding Indebtedness to the extent such tax collections are not
REPORTS OF COMMITTEES
necessary for the payment of the Outstanding Indebtedness due to the refunding thereof as authorized herein or pursuant to any other authorization, and the term 'Pledged Taxes" shall also include any amounts deposited into the hereinafter-defined Bond Fund or deposited with the Ad Valorem Tax Escrow Agent (as hereinafter defined) by an Authorized Officer for the purpose of paying principal of and interest on the Bonds and any accrued interest received and deposited in the Bond Fund or the Ad Valorem Tax Escrow Account, if established pursuant to Section 9 hereof.
As provided in Section 12 or otherwise, the City reserves the right to abate all or a portion of the Pledged Taxes required to be levied in any year if and to the extent on or before March 31 of the next succeeding calendar year (or such earlier date as may be required by law), the City has on hand amounts dedicated to the payments described in clauses (i), (ii), (iii) and (iv) of the first paragraph of this Section 7 due during the one-year period commencing on January 2 of such succeeding calendar year. The City may, but shall not be required to, cause the extension and collection of the Pledged Taxes for the payment when due of any Line of Credit Indebtedness or the principal of and interest on General Obligation Commercial Paper Notes or cause the levy or extension in any year of taxes for the payment of the costs of Ongoing Financing Services.
Section 8. The City shall appropriate or otherwise provide amounts sufficient to pay (i) principal of and interest on the Bonds (including the Compound Accreted Value of any Capital Appreciation Bonds), (ii) amounts (other than periodic fees and expenses) payable to providers of Credit Facilities as described in Section 12 hereof to the payment of which the City has pledged its full faith and credit and (iii) Interest Rate Exchange Agreements to the payment of which the City has pledged its full faith and credit for the years such amounts are due, and the City hereby covenants to take timely action as required by law to carry out the provisions of this Section, but, if for any such year it fails to do so, this Ordinance shall constitute a continuing appropriation ordinance of such amounts without any further action on the part of the City Council.
Section 9. Each Authorized Officer is authorized to establish one or more special accounts, if determined to be necessary in connection with the sale of any of the Bonds, separate and segregated from all other funds and accounts of the City, which shall either be' (i) held by an Authorized Officer (each a "Bond Fund') or (ii) maintained with a bank or trust company to be designated by an Authorized Officer (each an 'Ad Valorem Tax Escrow Account') pursuant to an escrow agreement (each an "Ad Valorem Tax Escrow Agreement"), between the City and the applicable Escrow Agent named therein (each an "Ad Valorem Tax Escrow Agent"), and one or more of the Mayor or an Authorized Officer are hereby authorized to execute and deliver one or more Ad Valorem Tax Escrow Agreements in connection with the sale of the Bonds in such form as the officers so executing such agreement may deem appropriate in accordance with the provisions of this Ordinance.
In lieu of the proceeds of such taxes being deposited with the City Treasurer, any such Ad Valorem Tax Escrow Agreement may authorize the County Collectors of Cook and DuPage
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Counties, Illinois to deposit the proceeds of such taxes directly into the applicable Ad Valorem Tax Escrow Account, if such Account has been created.
Section 10. If the Pledged Taxes to be applied to the payment of the Bonds are not available in time to make any payments of principal of or interest on the Bonds when due, then the appropriate fiscal officers of the City are hereby directed to make such payments from any other moneys, revenues, receipts, income, assets or funds of the City that are legally available for that purpose in advancement of the collection of such Pledged Taxes, and when the proceeds thereof are received, such other funds shall be replenished, all to the end that the credit of the City may be preserved by the prompt payment of the principal of and interest on the Bonds as the same become due.
Section 11. A copy of this Ordinance, duly certified by the City Clerk, shall be filed in the respective offices of the County Clerks of Cook and DuPage Counties, Illinois (the "County Clerks"), and such filing shall constitute the authority for and it shall be the duty of said County Clerks, in each year beginning in 2014, to and including 2055, to extend the taxes levied pursuant to Section 7 hereof for collection in such year, such taxes to be in addition to and in excess of all other taxes heretofore or hereafter authorized to be levied by the City on its behalf.
A copy .of this Ordinance, duly certified by the City Clerk, shall also be filed with each applicable Ad Valorem Tax Escrow Agent, if any, each applicable Bond Registrar, and if the County Collectors of Cook and DuPage Counties are authorized to deposit the proceeds of the taxes levied pursuant to Section 7 hereof directly with an Ad Valorem Tax Escrow Agent. pursuant to Section 9 hereof, with such County Collectors.
Section 12. Each Authorized Officer is hereby authorized to sell all or any portion of the Bonds, other than the Retail Bonds and the Direct Purchase Bonds which shall be sold as provided in the following two paragraphs, from time to time to or at the direction of an underwriter or group of underwriters to be selected by such Authorized Officer (the "Underwriters"), with the concurrence of the Chairman of the Committee on Finance of the City Council (the "Chain-nan"), on such terms as such Authorized Officer may deem to be in the best interests of the City within the limitations set forth in this Ordinance.
Each Authorized Officer is hereby authorized to sell Retail Bonds from time to time on such terms as such Authorized Officer may deem to be in the best interests of the City within the limitations contained in this Ordinance and, in connection therewith, to appoint an agent or group of agents to be selected by such Authorized Officer (the "Selling Agents"), with the concurrence of the Chairman, for the purpose of soliciting purchases of the Retail Bonds by individual investors, each sale of Retail Bonds solicited by the Selling Agents to be made with the concurrence of the Chairman.
The Bonds may be sold as Direct Purchase Bonds in a manner and containing such terms authorized by an Authorized Officer, including pursuant to a placement agent arrangement, to a purchaser or purchasers other than the Underwriters (the "Direct Purchasers'), such Direct Purchasers to be selected by an Authorized Officer and such sale
REPORTS OF COMMITTEES
being permitted at a price of not less than 97 percent of the principal amount of the Direct Purchase Bonds being sold. The Mayor or an Authorized Officer is hereby authorized to do all such things and to execute and deliver such additional documents, agreements and certificates as shall be necessary in connection with the sale of Direct Purchase Bonds.
The principal amount of and the interest on the Bonds (including the Compound Accreted Value of any Capital Appreciation Bonds and based on reasonable estimates of the interest to be paid on Variable Rate Bonds) sold of each series and maturity in the aggregate (after-taking into account mandatory redemptions) shall not exceed the amount levied therefor as specified in Section 7 hereof. The Bonds may be sold from time to time as an Authorized Officer shall determine that the proceeds of such sales are needed.
Either Authorized Officer is hereby authorized and directed to cause all necessary notices of redemption of the Outstanding Indebtedness selected for refunding as provided above to be given in accordance with the terms of the respective ordinances or indentures, as applicable, authorizing the Outstanding Indebtedness.
The Mayor or an Authorized Officer is hereby authorized to execute and deliver a contract of purchase with respect to each sale of the Bonds (i) to, or at the direction of, the Underwriters or (ii) to the Direct Purchasers, in substantially the form previously used for similar general obligation bonds of the City (the "Contract of Purchase"), with appropriate revisions to reflect the terms and provisions of the Bonds and such other revisions in text as the Mayor or an Authorized Officer shall determine are necessary or desirable in connection with the sale of the Bonds. The compensation paid to the Underwriters in connection with any sale of Bonds shall not exceed three percent of the principal amount of the Bonds being sold. Nothing contained in this Ordinance shall limit the sale of the Bonds or any maturity or maturities thereof at a price or prices in excess of the principal amount thereof.
The Mayor or an Authorized Officer is hereby authorized to execute and deliver a contract with Selling Agents pursuant to which the Selling Agents shall solicit purchases of the Retail Bonds by individual investors (a "Selling Agent Agreement") substantially in the form of the selling agent agreement previously entered into by the City in connection with the sale of Retail Bonds, but with such revisions in text as the Mayor or an Authorized Officer executing the same shall determine are necessary or desirable, the execution thereof hy the Mayor or such Authorized Officer to evidence the City Council's approval of all such revisions. The aggregate compensation paid to the Selling Agents pursuant to any Selling Agent Agreement shall not exceed three percent of the principal amount of the Retail Bonds sold pursuant to such Selling Agent Agreement. The terms of any Selling Agent Agreement may provide for the delegation by an Authorized Officer to one or more Deputy Comptrollers of authority to approve the final terms of sale of any Retail Bonds pursuant to such Selling Agent Agreement within parameters established by an Authorized Officer consistent with the terms and limitations of this Ordinance. Any Selling Agent Agreement may also contain provisions pursuant to which a person receiving an ownership interest in any Retail Bonds through the death of a Bondholder shall have the right to sell such Retail Bonds back to the City at a price of not to exceed 105 percent of par and setting forth the terms and conditions of the exercise of such right. The Mayor or an Authorized
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Officer (or delegate as authorized above) is hereby authorized to do all such things and to
execute and deliver such additional documents, agreements and certificates as shall be
necessary in connection with the sale of Retail Bonds from time to time pursuant to a Selling
\ Agent Agreement, including any such document, agreement or certificate necessary to describe
the terms of Retail Bonds then being sold.
In connection with any sale of the Bonds, an Authorized Officer is hereby authorized to obtain one or more policies of bond insurance from recognized bond insurers selected by an Authorized Officer, if such Authorized Officer determines such bond insurance to be desirable in connection with such sale of the Bonds. Either Authorized Officer may, on behalf of the City, make covenants with such bond insurer that are not inconsistent with the provisions of this Ordinance and are necessary to carry out the purposes of this Ordinance.
In connection with any sale of the Bonds, the Mayor or an Authorized Officer is hereby authorized to obtain one or more letters of credit, lines of credit, standby bond purchase agreements, or similar credit or liquidity facilities (a "Credit Facility') with one or more financial institutions. The Mayor or an Authorized Officer is hereby authorized to enter into a reimbursement agreement and/or standby bond purchase agreement and to execute and issue a promissory note in connection with the provisions of each Credit Facility. Any Credit Facility, reimbursement, agreement or standby bond purchase agreement shall be in substantially the form ofthe credit facilities, reimbursement agreements and standby bond purchase agreements previously entered into by the City in connection with the sale of general obligation bonds or notes, but with such revisions in text as the Mayor or an Authorized Officer executing the same shall determine are necessary or desirable, the execution thereof by the Mayor or an Authorized Officer to evidence the City Council's approval of all such revisions. The annual fee paid to any financial institution that provides a Credit Facility with respect to all or a portion of a series of the Bonds shall not exceed three percent of the average principal amount of such Bonds outstanding during such annual period. The final form of any reimbursement agreement and/or standby bond purchase agreement entered into by the City with respect to the Bonds shall be attached to the notification of sale filed in the office of. the City Clerk pursuant to this section. Each such promissory note shall be a general obligation of the City for the payment of which, both principal and interest, the City pledges its full faith, credit and resources. Each promissory note, and any Bond owned or held as collateral by any such financial institution in its capacity as a provider of a Credit Facility shall bear interest at a rate not exceeding 15 percent per annum and shall mature not later than the final maturity date of the related Bonds secured by such reimbursement agreement or standby bond purchase agreement. The Mayor or an Authorized Officer is hereby authorized to execute and deliver any such reimbursement agreement or standby bond purchase agreement, and any amendment thereto or replacement thereof, under the seal of the City affixed and attested by the City Clerk.
In the event that Bonds are sold so as to require the levy of taxes for any year specified in Section 7 hereof for the purpose of making the payments described in clauses (i), (ii), (iii) and (iv) of the first paragraph of Section 7 hereof in an amount less than the amount specified for such year in the first paragraph of Section 7 hereof, then an Authorized Officer shall, on or prior to March 31 (or such earlier date as may be required by law) of the calendar year next
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succeeding such year, notify the City Council ofthe determination made pursuant to clauses (a) and (b) of the first paragraph of Section 7 hereof regarding the application of any resulting excess levy collections, and, in addition, in connection with a determination made pursuant to clause (b) of the first paragraph of Section 7 hereof, an Authorized Officer shall file in the respective offices of the County Clerks certificates of tax abatement for such year. In the event that upon the final sale of the Bonds of all series, such Bonds have been sold so as to require the levy of taxes in any year specified in Section 7 hereof for the purpose of making the payments described in clauses (i), (ii), (iii) and (iv) of the first paragraph of Section 7 hereof in an amount less than the amount specified for such year in Section 7 hereof, then there shall be included, in the final notification of sale to the City Council described below in this Section 12, the determination made pursuant to clauses (a) and (b) of the first paragraph of Section 7 hereof regarding the application of any resulting excess levy collections for such year and any succeeding year and, in addition, in connection with a determination made pursuant to clause (b) of the first paragraph of Section 7 hereof, an Authorized Officer shall file in the respective offices of the County Clerks certificates of tax abatement for such year or years, if any of the Bonds are not to be sold and issued as provided herein and no levy collections are to be applied for the purposes of paying the costs of Ongoing Financing Services as determined by an Authorized Officer, the corresponding taxes herein levied to pay debt service thereon shall be abated in full. Any certificate of abatement delivered pursuant to this paragraph shall refer to the amount of taxes levied pursuant to Section 7 hereof, shall indicate the amount of reduction in the amount of taxes levied by the City resulting from the sale or sales of the Bonds or the non-issuance thereof, which reduced amount is to be abated from such taxes, and shall further indicate the remainder of such taxes which is to be extended for collection by said County Clerks. ,
The preparation, use and distribution of a preliminary official statement, an official statement or any other disclosure document relating to each sale and issuance of the Bonds are hereby ratified and approved. The Mayor and each Authorized Officer are each hereby authorized to execute and deliver an official statement or other disclosure document relating to each sale and issuance of the Bonds on behalf of the City. The preliminary official statement, official statement and other disclosure documents herein authorized shall be substantially similar to those previously used for general obligation bonds of the City, arid shall contain the terms and provisions of the Bonds, the manner in which the Bonds shall be sold, the use of proceeds of the Bonds, financial information for the City, and such other information as the Mayor or any Authorized Officer determines to be advisable under the circumstances.
Subsequent to the sale of any series of Bonds or, in the case of the Retail Bonds, subsequent to the sale of all Bonds that are the subject of a Selling Agent Agreement, an Authorized Officer shall file in the office of the City Cierk a notification of sale directed to the City Council setting forth (i) the series designation, the aggregate principal amount and authorized denominations of, maturity schedule and redemption provisions for the Bonds sold, (ii) the principal amounts of the Bonds sold as Current Interest Bonds, Capital Appreciation Bonds, Convertible Bonds and Variable Rate Bonds, respectively, and whether any of the Bonds are sold as Retail Bonds, (iii) in the case of the sale of the Retail Bonds or Direct Purchase Bonds, the principal amounts of such Bonds sold as Current Interest Bonds, Capitalized Appreciation
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Bonds, Convertible Bonds and Variable Rate Bonds, respectively, (iv) in the case of Bonds sold as Capital Appreciation Bonds, (A) the Original Principal Amounts of and Yields to Maturity on the Capital Appreciation Bonds being sold and (B) a table of Compound Accreted Values per minimum authorized Compound Accreted Value at maturity for any Capital Appreciation Bonds being sold, setting forth the Compound Accreted Value of each such Capital Appreciation Bond on each semiannual compounding date, (v) the interest rates on the Current Interest Bonds sold or, in the case of Variable Rate Bonds, a description of the method of determining the interest rate applicable to such Variable Rate Bonds from time to time, (vi) the specific maturities, series and amounts of the Outstanding Indebtedness to be refunded with proceeds of the Bonds, (vii) a description of any Existing Interest Rate Exchange Agreements to be terminated, amended or otherwise modified in connection with the refunding of such Outstanding Indebtedness and identifying any settlement, breakage or termination amount to be paid in connection with each such termination, amendment or modification, (viii) the date on and price at which the Outstanding Indebtedness selected for refunding shall be redeemed (if such redemption shall occur prior to stated maturity or pursuant to mandatory sinking fund redemption), (ix) the disposition of the taxes levied for the years from and after 2012 for the payment of the Outstanding Indebtedness or any Existing Interest Rate Exchange Agreements as authorized by Section 15 hereof, (x) the identity of the insurer or insurers issuing the insurance policy or policies, if any, referred to below, and the identity of the provider or providers of one or more Credit Facilities, if any, for such Bonds, (xi) the identity of the Underwriters (or, in the case of Retail Bonds, the Selling Agents and in the case of Direct Purchase Bonds, the Direct Purchasers) selected for such Bonds, (xii) the identity of the applicable Bond Registrar and any trustee or trustees selected by an Authorized Officer for such Bonds, (xiii) the identity of any remarketing agent retained in connection with the issuance of Variable Rate Bonds, if any, (xiv) the compensation paid to the Underwriters (or, in the case of Retail Bonds, the Selling Agents) in connection with such sale, (xv) the identity of any Refunding Escrow Agent (as defined in Section 13(b) hereof) appointed by an Authorized Officer in connection with the refunding of Outstanding Indebtedness, and (xvi) any other matter authorized by this Ordinance to be determined by an Authorized Officer at the time of the sale of the Bonds of each series.
In connection with any sale of the Bonds, an Authorized Officer is hereby authorized to execute and deliver one or more Continuing Disclosure Undertakings (each a "Continuing Disclosure Undertaking") evidencing the City's agreement to comply with the requirements of Section (b)(5) of Rule 15c2-12, adopted by. the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934, in a form approved by the Corporation Counsel. Upon its execution and delivery on behalf of the City as herein provided, each Continuing Disclosure Undertaking will be binding on the City, and the officers, employees and agents of the City are hereby authorized to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of each Continuing Disclosure Undertaking as executed. Either Authorized Officer is hereby further authorized to amend each Continuing Disclosure Undertaking in accordance with its respective terms from time to time following its execution and delivery as said officer shall deem necessary. In addition, an Authorized Officer is authorized to make all future filings with the Electronic Municipal Market Access system operated by the Municipal Securities Rulemaking Board or such other municipal securities information repository as shall be designated by the SEC, all in
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accordance with the provisions of Securities and Exchange Commission Rule 15c2-12(b)(5) promulgated under the Securities Exchange Act of 1934. Notwithstanding any other provision of this Ordinance, the sole remedies for any failure by the City to comply with any Continuing Disclosure Undertaking shall be the ability of the beneficial owner of any applicable Bond to seek mandamus or specific performance by court order to cause the City to comply with its obligations under such Continuing Disclosure Undertaking.
The Bonds shall be duly prepared and executed in the form and manner provided herein and delivered to the purchasers in accordance with the applicable terms of sale.
The Mayor, each Authorized Officer, the City Treasurer and the .City Clerk are each hereby authorized to execute and deliver such other documents and agreements (including such contracts, such intergovernmental agreements or such grant agreements with not-for-profit organizations, educational or cultural institutions or for-profit organizations or to assist the State of Illinois, the United States of America, or other municipal corporations, units of local government or school districts in the State of Illinois, receiving proceeds of the Bonds as an Authorized Officer shall deem necessary and appropriate) and perform such other acts prior to or following the issuance of the Bonds as may be necessary or desirable in connection with the issuance of the Bonds and any transactions contemplated herein related to the application of the proceeds of the Bonds or collections or application of taxes levied for the payment of the Bonds or the Outstanding Indebtedness or other purposes hereunder, but subject to any limitations on or restrictions of such power or authority as herein set forth, and any such actions heretofore taken by the Mayor, an Authorized Officer, the City Treasurer or the City Clerk in accordance with the provisions hereof are hereby ratified and approved. With respect to each grant of Bond proceeds, each Authorized Officer is hereby authorized to designate in writing, with the written concurrence of the Budget Director of the City (the "Budget Director"), (i) one or more City departments or agencies to administer such grant, and (ii) the head of the City department or agency who shall be authorized to execute a grant agreement and such other documents, agreements or instruments as shall be deemed necessary or desirable by such City department.or agency head. Upon any such written designation by an Authorized Officer with respect to a grant of Bond proceeds, such City department or agency shall be authorized to administer such grant and the head of such City department or agency shall be authorized to execute a grant agreement and such other documents, agreements or instruments as such official shall deem necessary or desirable.
Section 13. The proceeds from the sale of any series of the Bonds shall be used as follows:
The sum representing the accrued interest received, if any, shall be used to pay the first interest becoming due on the Bonds sold, and to that end, shall be deposited in the applicable Bond Fund or the applicable Ad Valorem Tax Escrow Account, if established.
From the sale proceeds derived from any such sale of a series of the Bonds, (i) such sum as may be determined by an Authorized Officer to be necessary to
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pay not more than three years of interest on the Bonds issued to pay costs of the Project may be used to pay such interest, and to that end, may be deposited in the applicable Bond Fund or the applicable Ad Valorem Tax Escrow Account, if established; (ii) the sum determined by an Authorized Officer to be necessary to pay the costs of the Project shall be set aside, held and invested at the direction of an Authorized Officer, as separate funds of the City pending such payment, provided that proceeds of the Bonds issued to finance the Pension Contributions shall be paid into the Pension Funds as and when required by law; (iii) the sum determined by an Authorized Officer to capitalize or fund interest on Outstanding Indebtedness shall be deposited into the respective debt service funds established for the Outstanding Indebtedness; (iv) the sum determined by an Authorized Officer to be sufficient to pay the Outstanding Indebtedness being refunded at or prior to their respective maturities, at a price of par, the applicable redemption premium and accrued interest thereon up to and including said redemption or maturity dates shall be deposited into the respective debt service funds established for the Outstanding Indebtedness or into one or more "Refunded Bonds Escrow Accounts" to be held by one or more banks or trust companies to be designated by an Authorized Officer (each a 'Refunding Escrow Agent'), each pursuant to the terms of an escrow agreement (each a "Refunding Escrow Agreement'), and the Mayor, an Authorized Officer and the City Clerk, or any of them, are hereby authorized to execute and deliver each Refunding Escrow Agreement, and any amendment thereto, in such form as the officer so executing shall deem appropriate to effect the refunding or refundings described in this paragraph and (v) the sum determined by an Authorized Officer to be sufficient to provide for the payment of any settlement, breakage or termination amount payable in connection with the termination, amendment or modification of an Existing Interest Rate Exchange Agreement shall be paid to the City's counterparty or counterparties thereunder. Notwithstanding any provision of the Municipal Code, investments acquired with proceeds of the Bonds or investment income thereon may mature beyond ten years from the date of acquisition, and may include but are not limited to agreements entered into between the City and providers of securities under which agreements such providers agree to purchase from or sell to the City specified securities on specific dates at predetermined prices, all as established at the time of execution of any such agreement and as set forth in such agreement, and guaranteed investment contracts, forward purchase agreements and other similar investment vehicles. Such guaranteed investment contracts, forward purchase agreements and other similar investment vehicles may, to the extent permitted by operative authorizing documents and by applicable law, be assigned or transferred from one bond transaction to another or apply to the proceeds of more than one bond transaction on a commingled or non-commingled basis, as determined by an Authorized Officer. The Mayor or an Authorized Officer is hereby authorized to enter into any amendments to or restatements of existing documents or to execute new documents, to consent to actions being taken by others or to obtain the consent of other parties, as may be necessary or desirable in this respect. Investment income derived from Bond proceeds may be (w) expended for the same purposes for which Bond proceeds may be expended, (x) used for the payment or prepayment of City debt obligations, (y) deposited in the Corporate Fund of the City or (z) rebated to the United States of America as
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provided in Section 16 hereof, all as determined by an Authorized Officer or the Budget Director. Any commingled investment income from guaranteed investment contracts, forward purchase agreements and other similar investment vehicles shall be apportioned among bond transactions as determined by an Authorized Officer or as otherwise required by operative authorizing documents and applicable law.
(c) From the sale proceeds of a series of the Bonds not applied as provided in paragraphs (a) and (b), above, the amount deemed necessary by an Authorized Officer shall be applied to the payment of the costs of issuance of such Bonds, including the premium or fee for bond insurance or other credit or liquidity enhancement, if any, and any unexpended portion of the sale proceeds shall be paid to the City.
The costs of the Project may be paid directly by the City or may be financed by the making of grants for the implementation of the Project to (i) not-for-profit organizations, educational or cultural institutions or for-profit organizations, (ii) the United States of America, (iii) the State of Illinois or (iv) other units of local government, political subdivisions, municipal corporations or school districts in the State of Illinois, including any operating division thereof, all as determined by an Authorized Officer.
An Authorized Officer shall report to the City Council with respect to the expenditure of the proceeds of each series of the Bonds issued hereunder to pay the costs of the Project. Such reports shall be made no later than August 1 of each year, commencing August 1, 2014, with respect to expenditures made during the preceding calendar year. No report shall be required hereunder following any calendar year in which no proceeds of any series of the Bonds are expended to pay costs of the Project.
Section 14. (a) The Mayor or an Authorized Officer is hereby authorized to execute and deliver, with respect to all or any portion of the Outstanding Indebtedness, the Bonds, and any General Obligation Indebtedness (as defined below) that may be issued in the future (collectively, "City Indebtedness"), from time to time one or more agreements, or options to enter into such agreements, with counterparties selected by an Authorized Officer, the purpose of which is to provide to the City (i) an interest rate basis, cash flow basis, or other basis different from that provided in the related City Indebtedness for the payment of interest or (ii) with respect to a future delivery of general obligation bonds, notes or commercial paper (collectively, "General Obligation Indebtedness"), one or more of a guaranteed interest rate, interest rate basis, cash flow basis, or purchase price (such agreements or options to enter into such agreements being collectively referred to as "Interest Rate Exchange Agreements'). Interest Rate Exchange Agreements include without limitation agreements or contracts commonly known as interest rate exchange, swaps, including forward starting swaps, collar, caps, or derivative agreements, forward payment conversion agreements, interest rate locks, forward bond purchase agreements, bond warrant agreements, or bond purchase option agreements and also include agreements granting to the City or a counterparty an option to enter into any of the foregoing and agreements or contracts providing for payments based on levels of or changes in interest rates, including a change in an interest rate index, to exchange cash flows or a series of payments, or to hedge payment, rate spread, or similar exposure. The
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stated aggregate notional amount (net of offsetting transactions) under all Interest Rate Exchange Agreements related to certain City Indebtedness shall not exceed the principal amount of such City Indebtedness to which such Interest Rate Exchange Agreements relate. For purposes of the immediately preceding sentence, "offsetting transactions" shall include any transaction which is intended to hedge, modify or otherwise affect another outstanding transaction or its economic results. The offsetting transaction need not be based on the same index or rate option as the related City Indebtedness or the transaction being offset and need not be with the same counterparty as the transaction being offset. Examples of offsetting transactions include, without limitation, a floating-to-fixed rate interest rate swap being offset by a fixed-to-floating rate interest rate swap, and a fixed-lo-floating rate interest rate swap being offset by a floating-to-fixed rate interest rate swap or an interest rate cap or floor or a floating-to-floating interest rate swap.
Any Interest Rate Exchange Agreement to the extent practicable shall be in substantially the form of either the 2002 ISDA Master Agreement or the Local Currency — Single Jurisdiction version or the Multicurrency— Cross . Border version of the 1992 ISDA Master Agreement (including a Schedule and/or a Credit Support Annex to such Schedule, if applicable) published by • ISDA or any successor form to either published by ISDA, and in the appropriate confirmations of transactions governed by the applicable agreement, with such insertions, completions and modifications thereof as shall be approved by the officer of the City executing the same, his or her execution to constitute conclusive evidence of the City Council's approval of such insertions, completions and modifications thereof. Should any ISDA. form not be the appropriate form to accomplish the objectives of the City under this Section 14. then such other agreement as may be appropriate is hereby approved, the execution by the Mayor or an Authorized Officer being conclusive evidence of the City Council's approval of such insertions, completions and modifications thereof. Amounts payable by the City under any Interest Rate Exchange Agreement shall (i) constitute a general obligation of the City for. which is pledged its full faith and credit, (ii) be payable from a tax unlimited as to rate or amount that may have heretofore or shall be hereafter levied by the City Council (including, with respect only to an Interest Rate Exchange Agreement relating to the Bonds, the tax levy described in Section 7 hereof), (iii) constitute operating expenses of the City payable from any monies, revenues, income, assets or funds of the City available for such purpose, or (iv) constitute any combination of (i), (ii), arid (iii), all as shall be determined by an Authorized Officer. Nothing contained in this Section .14 shall limit or restrict the authority of the Mayor or an Authorized Officer to enter into similar agreements pursuant to prior or subsequent authorization of the City Council.
The Mayor and an Authorized Officer are hereby authorized to take all actions necessary to assign, terminate, amend or modify all or a portion of any Interest Rate Exchange Agreement upon a determination that such assignment, termination, amendment or modification is in the best financial interest of the City. Any settlement, breakage or termination amount payable as a result of such assignment, termination, amendment or modification may be paid from proceeds of sale of the Bonds or General Obligation Indebtedness or from any lawfully available funds of the City.
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Any amounts received by the City pursuant to any Interest Rate Exchange Agreement (other than regularly scheduled payment amounts) are hereby authorized to be expended for any purpose for which the proceeds of the related City Indebtedness are authorized to be expended and for the payment or prepayment of any City Indebtedness, all as determined by an Authorized Officer.
In addition to the foregoing, the Mayor and an Authorized Officer are hereby authorized to take all actions necessary to assign, terminate, amend or modify all or a portion of any agreement of the type described herein as an Interest Rate Exchange Agreement with respect to any Outstanding Revenue Indebtedness upon a determination that such assignment, termination, amendment or modification is in the best financial interest of the City. Any settlement, breakage or termination amount payable as a result of such assignment, termination, amendment or modification may be paid from the sources provided for the payment of such agreements in the proceedings authorizing the Outstanding Revenue Indebtedness to which such agreements relate or from any other lawfully available funds of the City.
(b) It is necessary and in the best interests of the City to avail itself of the services of Swap Providers under the statutory and regulatory regime contained in the Dodd-Frank Act and the CFTC Regulations and in connection therewith, in addition to the amendments to the Municipal Code contained in Section 26 hereof, the Mayor and each Authorized Officer are each hereby authorized to execute and deliver (i) the ISDA Protocol Documentation in the form at the time prescribed by ISDA, which may include, among other documentation, the ISDA DF Protocol Agreement, the ISDA DF Supplement, the ISDA DF Protocol Questionnaire and related Addenda and (ii) one or more bilateral agreements with one or more providers of Interest Rate Exchange Agreements (each, a "Bilateral Agreement"), which Bilateral Agreements shall be responsive to the applicable provisions of the Dodd-Frank Act and the CFTC Regulations and contain provisions similar to those in the ISDA Protocol Documentation. The ISDA Protocol Documentation and the Bilateral Agreements shall be executed in the forms as described above, in each case with such revisions, insertions, completions and modifications therein as shall be approved by the Mayor or Authorized Officer executing the same that are not inconsistent with the terms and provisions of this Ordinance, such execution to constitute conclusive evidence of the approval of the Mayor or Authorized Officer executing the same and this City Council of such revisions, insertions, completions and modifications thereof.
Section 15. The taxes levied for the years from and after 2012 for the payment ofthe Outstanding Indebtedness or amounts due under any Existing Interest Rate Exchange Agreement, to the extent the collection of such taxes is not necessary for the payment of all or a portion of the Outstanding Indebtedness due to the refunding thereof or for the payment of amounts due under an Existing Interest Rate Exchange Agreement due to the termination of such Existing Interest Rate Exchange Agreement as authorized herein or pursuant to any other authorization, may, at the direction of an Authorized Officer, be applied (A) as set forth in the next paragraph or (B) to any other lawful public purpose of the City designated by the City Council including (i) the purposes set forth in clauses (i), (ii). (iii), (iv), (v) and (vi) of the first paragraph of Section 7 of this Ordinance, (ii) the payment of the costs of any capital projects for which funds have been lawfully appropriated or (iii) the abatement of such taxes. There shall be
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prepared by an Authorized Officer and filed with the County Clerks a certificate of reduction of taxes heretofore levied for the payment of the Outstanding Indebtedness selected for refunding by an Authorized Officer as provided in Sections 12 and 13 hereof and directing the abatement of the taxes heretofore levied to pay the Outstanding Indebtedness being refunded, including the taxes levied for the years from and after 2012, if so determined by an Authorized Officer as provided in the preceding sentence. In addition, any proceeds of the Outstanding Indebtedness being held for the payment of the Outstanding Indebtedness, to the extent such proceeds are not necessary for the payment of the Outstanding Indebtedness due to the refunding thereof as authorized herein or pursuant to any other authorization, may, at the direction of an Authorized Officer, be applied to any lawful public purpose of the City designated by the City Council, including the payment of the Bonds (but in the case of Bonds the interest on which is excluded from gross income for federal income tax purposes, only upon receipt by the City of an opinion of Bond Counsel to the effect that such will not adversely affect the tax-exempt status of the Bonds).
Furthermore, notwithstanding any other provision hereof, taxes levied for the years 2012 to 2014, inclusive, for the payment of Outstanding Indebtedness,' to the extent the collection of such taxes is not necessary for the payment of all or a portion of the Outstanding Indebtedness due to the refunding thereof with the proceeds of the Bonds may, in addition to the other purposes set forth above, be applied to the payment of the principal of and interest due on General Obligation Commercial Paper Notes due on or before January 31, 2017, at the direction of an Authorized Officer. Any directions or determinations by an Authorized Officer pursuant to this paragraph shall be filed with the City Clerk no later than the date a levy is applied to the payment of commercial paper as provided herein.
Section 16. The City covenants that it will take no action in the investment of the proceeds of the Bonds (other than Bonds issued as bonds the interest on which is not excludable from the gross income of the owner thereof for federal income tax purposes) which would result in making the interest payable on any of such Bonds subject to federal income taxes by reason of such Bonds being classified as "arbitrage bonds" within the meaning of Section 148 of the Code.
The City further covenants that it will act with respect to the proceeds bf Bonds (other than Bonds issued as bonds the interest on which is not excludable from the gross income of the owner thereof for federal income tax purposes), the earnings on the proceeds of such Bonds and any other moneys on deposit in any fund or account maintained in respect of such Bonds, including, if necessary, a rebate of such earnings to the United States of America, in a manner which would cause the interest on such Bonds to continue to be exempt from federal income taxation under Section 103(a) of the Code.
Each Authorized Officer is hereby authorized to execute such certifications, tax returns, covenants and agreements as shall be necessary, in the opinion of nationally recognized bond counsel, or in the best interest of the City, as determined by an Authorized Officer, to evidence the City's compliance with the covenants contained in this section. Each Authorized Officer is
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hereby authorized to execute one or more declarations of intent to reimburse costs of the Project in accordance with the Code and the Treasury Regulations thereunder.
Section 17. This Ordinance is prepared in accordance with the powers of the City as a home rule unit under Article VII of the 1970 Illinois Constitution. The appropriate officers of the City are hereby authorized to take such actions and do such things as shall be necessary to perform, carry out, give effect to and consummate the transactions contemplated by this Ordinance and the Bonds, including, but not limited to, the exercise following the delivery date of any of the Bonds of any power or authority delegated to such official of the City under this Ordinance with respect to the Bonds upon the initial issuance thereof, but subject to any limitations on or restrictions of such power or authority as herein set forth, and any actions heretofore taken by such officers of the City in accordance with the provisions of this Ordinance are hereby ratified and approved.
Section 18. The Mayor and each Authorized Officer may each designate another to act as their respective proxy and, as applicable, to affix their respective signatures to the Bonds whether in temporary or definitive form, and any other instrument, certificate or document required to be signed by the Mayor or an Authorized Officer pursuant to this Ordinance and any instrument, certificate or document required thereby. In such case, each shall send to the City Council written notice of the person so designated by each, such notice stating the name of the person so selected and identifying the instruments, certificates and documents which such person shall be authorized to sign as proxy for the Mayor and each Authorized Officer, respectively. A written signature of the Mayor or of an Authorized Officer, respectively, executed by the person so designated underneath, shall be attached to each notice. Each notice, with the signatures attached, shall be recorded in the Journal of Proceedings of the City Council for such date and filed in the office of the City Clerk. When the signature of the Mayor is placed on an instrument, certificate or document at the direction of the Mayor in the specified manner, the same, in all respects, shall be as binding on the City as if signed by the Mayor in person. When the signature of an Authorized Officer is so affixed to an instrument, certificate or document at the direction of such Authorized Officer, the same, in all respects, shall be as binding on the City as rf signed by such Authorized Officer in person.
Section 19. If requested by the Bond Registrar, the Mayor, each Authorized Officer and the City Clerk are each authorized to execute the standard form of agreement between the City and the Bond Registrar with respect to the obligations and duties thereof.
Section 20. If payment or provision for payment is made, to or for the registered owners of all or a portion of the Bonds, of the Compound Accreted Value of any Capital Appreciation Bond and the principal of and interest due and to become due on any Current Interest Bond or Variable Rate Bond at the times and in the manner stipulated therein, and there is paid or caused to be paid to the applicable Bond Registrar, the applicable Ad Valorem Tax Escrow Agent as provided in Section 9 hereof or such bank or trust company as shall be designated by an Authorized Officer (such bank or trust company hereinafter referred to as a "Defeasance Escrow Agent'), all sums of money due and to become due according to the provisions hereof, then these presents and the estate and rights hereby granted shall cease,
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terminate and be void as to those Bonds or portions thereof except for purposes of registration, transfer and exchange of Bonds and any such payment from such moneys or obligations. Any Bond shall be deemed to be paid within the meaning of this section when payment of the Compound Accreted Value of any such Capital Appreciation Bond or the principal of any such Current Interest Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption as provided in this Ordinance or otherwise), either (a) shall have been made or caused to have been made in accordance with the terms thereof, or (b) shall have been provided for by irrevocably depositing with the applicable Bond Registrar, the applicable Ad Valorem Tax Escrow Agent as provided in Section 9 hereof or a Defeasance Escrow Agent, in trust and exclusively for such payment, (1) moneys sufficient to make such payment or (2)(A) direct obligations ofthe United States of America; (B) obligations of agencies of the United States of America, the timely payment of principal of and interest on which are guaranteed by the United States of America; (C) obligations of the following agencies: Federal Home Loan Mortgage Corp. (FHLMC) debt obligations, Farm Credit System (formerly: Federal Land Banks, Federal Intermediate Credit Banks, and Banks for Cooperatives) debt obligations, Federal Home Loan Banks (FHL Banks) debt obligations, Fannie Mae debt obligations, Financing Corp. (FICO) debt obligations, Resolution Funding Corp. (REFCORP) debt obligations, and U.S. Agency for International Development (U.S. A.I.D.) Guaranteed notes; (D) pre-refunded municipal obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; or (E) instruments evidencing an ownership interest in obligations described in the preceding clauses (A), (B) and (C), or (3) a combination of the investments described in clauses (1) and (2) above, such amounts so deposited being, available or maturing as to principal and interest in such amounts and at such times, without consideration of any reinvestment thereof, as will insure the availability of sufficient moneys to make such payment (all as confirmed by a nationally recognized firm of independent public accountants). At such times as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be. secured by or entitled to the benefits of this Ordinance, except for the purposes of registration, transfer and exchange of Bonds and any such payment from such moneys or obligations.
No such deposit under this section shall be made or accepted hereunder and no use made of any such deposit unless, in the case of Bonds (other than Bonds issued as bonds the interest on which is not excludable from the gross income of the owner thereof for federal income tax purposes), the applicable Bond Registrar, the applicable Ad Valorem Tax Escrow Agent or the applicable Defeasance Escrow Agent, as the case may be, shall have received an opinion of nationally recognized municipal bond counsel to the effect that such deposit and use would not cause any of such Bonds to be treated as "arbitrage bonds" within the meaning of Section 148 of the Code or any successor provision thereto.
Nothing in this Ordinance shall prohibit a defeasance deposit of escrow securities as provided in this section or a defeasance deposit with respect to the Outstanding Indebtedness pursuant to any Refunding Escrow Agreement authorized by Section 13(b) hereof, from being subject to a subsequent sale of such escrow securities and reinvestment of all or a portion of
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the proceeds of that sale in escrow securities which, together with money to remain so held in trust, shall be sufficient to provide for payment of principal, redemption premium, if any, and interest on any of the defeased Bonds or Outstanding Indebtedness, as appropriate. Amounts held by the applicable Bond Registrar, the applicable Ad Valorem Tax Escrow Agent, any Defeasance Escrow Agent or any Refunding Escrow Agent in excess of the amounts needed so to provide for payment of the defeased Bonds or Outstanding Indebtedness, as appropriate, may be subject to withdrawal by the City. The Mayor or an Authorized Officer is hereby authorized to execute and deliver from time to time one or more agreements (and amendments thereto) with counterparties selected by an Authorized Officer, with respect to the investment and use of such excess amounts held by the applicable Bond Registrar, the applicable Ad Valorem Tax Escrow Agent, a Defeasance Escrow Agent or a Refunding Escrow Agent.
Section 21. Notwithstanding any other provisions of this Ordinance, the terms and provisions of the trust indenture securing a series of Variable Rate Bonds as authorized in Section 2 hereof with respect to (a) the authentication, registration, transfer and destruction or loss of such Variable Rate Bonds, (b) subject to the limitation on redemption price set forth in Section 3(d) hereof, the redemption of such Variable Rate Bonds, or (c) the method of payment or defeasance of such Variable Rate Bonds, shall apply to such Variable Rate Bonds issued pursuant to this Ordinance. With respect to the Direct Purchase Bonds, an Authorized Officer is authorized to negotiate the terms and provisions of such Direct Purchase Bonds in addition to or as an alternative to the terms and provisions of the trust indenture securing a series of Variable Rate Bonds.
Section 22. Any series of the Bonds, the Outstanding Indebtedness or the Outstanding Revenue Indebtedness may be restructured in a manner authorized by the Mayor or an Authorized Officer, including but not limited to (a) terminating credit enhancement or liquidity facilities fbr a series of Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness, (b) replacing credit enhancement or liquidity facilities for a series of Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness with similar credit enhancement or liquidity from a different provider, (c) replacing credit enhancement or liquidity facilities for a series of Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness with different forms of credit enhancement or liquidity from the same or a different provider, (d) adding additional credit enhancement or liquidity supplemental to that securing a series of Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness, (e) removing or amending provisions for a series of Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness, or in financing documents related thereto, to or for the benefit of credit enhancers or liquidity providers or adding provisions for the benefit of new or replacement credit enhancers or liquidity providers, (f) replacing an existing remarketing agent or remarketing agents for Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness with a remarketing agent or remarketing agents selected by an Authorized Officer or assigning an existing remarketing agreement to a remarketing agent or remarketing agents selected by an Authorized Officer, (g) converting to or adding a different interest rate mode or modes under the documents pursuant to which such Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness were issued, (h) adding a floating rate note (FRN) mode to any document pursuant to which such Bonds, Outstanding Indebtedness or Outstanding
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Revenue Indebtedness were issued or refunding such Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness using an FRN structure, or (i) selling or remarketing Outstanding Indebtedness or Outstanding Revenue Indebtedness pursuant to a direct purchase arrangement to one or more purchasers selected by an Authorized Officer either at par or with a discount or premium, subject to any limitations or restrictions with respect to such actions being taken contained in this Ordinance with respect to the Bonds or an ordinance pursuant to which such Outstanding Indebtedness or Outstanding Revenue Indebtedness was issued, but provided, that if determined by an Authorized Officer to be necessary to achieve the financial interests of the City, such limitations or restrictions contained in an ordinance pursuant to which such Outstanding Indebtedness or Outstanding Revenue Indebtedness was issued may be exceeded, but not in excess of the comparable limitations set forth in this Ordinance. The Mayor or an Authorized Officer is hereby authorized to enter into any amendments to or restatements of existing documents or to execute new documents, to consent to actions being taken by others or to obtain the consent of other parties, and to cause to be prepared such remarketing documents, including disclosure documents, as may be necessary or desirable to effect any such debt restructuring and facilitate the remarketing of the Bonds, Outstanding Indebtedness or Outstanding Revenue Indebtedness, and to pay the fees, costs and expenses relating thereto, as the Mayor or an Authorized Officer executing the same determines-is necessary and desirable, the execution thereof by the Mayor or an Authorized Officer to evidence the City Council's approval of all such amendments.
Section 23. Any funds heretofore or hereafter received by the City, pursuant to any Interest Rate Exchange Agreement and in connection with Outstanding Indebtedness, are hereby authorized to be expended for the payment or prepayment of any City Indebtedness; provided however, notwithstanding the foregoing, such authorization shall not apply to any funds the expenditure of which shall have been heretofore authorized by other applicable law.
Section 24. To provide increased financial flexibility and protection to the City in connection with Financing Transactions, the Mayor and each Authorized Officer are each hereby authorized to obtain one or more letters of credit, lines of credit, loan payment undertaking agreements or other forms of financial security or credit enhancement to secure payment of amounts due from the City in connection with each such. Financing Transaction, including payment of 'any purchase option price (each such document, instrument or form of financial security or credit enhancement being hereinafter referred to as a "Financing Credit Facility') with one or more financial institutions. The Mayor and each Authorized Officer are each hereby authorized to enter into one or more reimbursement agreements (each, a "Financing Reimbursement Agreement') and to execute and issue one or more promissory notes (each a "Financing Note") in connection with such Financing Credit Facilities. Any Financing Credit Facility, Financing Reimbursement Agreement or Financing Note shall be in substantially the form of the credit facilities, reimbursement agreements and promissory notes, respectively, previously entered into by the City in connection with existing Financing Transactions, existing lines of credit secured by the City or the sale of general obligation bonds or notes by the City, but with such revisions in text as the Mayor or an Authorized Officer executing the same shall determine are necessary or desirable, the execution thereof by the Mayor or an Authorized Officer to evidence the City Council's approval of all such revisions.
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The annual fee paid to any financial institution that provides a Financing Credit Facility shall not exceed three percent of the principal amount of the Financing Credit Facility outstanding during such annual period. The final form of any Financing Credit Facility, Financing Reimbursement Agreement or Financing Note entered into by the City pursuant to this paragraph shall be filed in the office of the City Clerk. The payment obligation of the City (each, a "Financing Payment Obligation") in connection with any Financing Credit Facility, Financing Reimbursement Agreement or Financing Note shall be a general obligation of the City for the payment of which, both principal and interest, the City pledges its full faith, credit and resources. Each such Financing Payment Obligation shall bear interest at a rate not exceeding 18 percent per annum and shall mature not later than the fortieth anniversary of the final date of payment by the City under the related Financing Transaction (including the payment of any purchase option price). The Mayor and each Authorized Officer are each hereby authorized to execute and deliver any such Financing Credit Facility, Financing Reimbursement Agreement or Financing Note, and any amendment thereto or replacement thereof, under the seal of the City affixed and attested by the City Clerk. In connection with any Financing Transaction, the Mayor and each Authorized Officer are each hereby authorized to retain one or more financial institutions to act as paying agent on behalf of the City. The City shall appropriate or otherwise provide amounts sufficient to pay when due all Financing Payment Obligations, and the City hereby covenants to take timely action as required by law to carry out the provisions of this paragraph, but, if for any such year it fails to do so, this Ordinance shall constitute a continuing appropriation ordinance of such amounts without any further action on the part of the City Council.
Section 25. Section 3 of the 2002 Ordinance is hereby amended in its entirety to read as follows:
Section 3. Maximum Amount and Term. Without further authorization of this City Council, the maximum aggregate principal amount of all Authorized Debt outstanding under this ordinance at any time shall not exceed One Billion Dollars ($1,000,000,000) (exclusive of unpaid interest and fees). All Authorized Debt shall mature on or prior to January 1, 2032.
Section 26. Section 2-32-031 of the Municipal Code is. hereby amended by deleting the language stricken through and by inserting the language underscored, as follows:
2-32-031 Debt Management Policies; retention of rebate calculation agents, financial advisors and qualified independent representatives.
(a) The chief financial officer and the comptroller shall each have authority to retain, in connection with debt obligations issued by the City, such rebate calculation agents as either such officer may deem necessary or desirable in order for such debt obligations to comply with applicable requirements of the Internal Revenue Code. As used in this section, tho term 'chief financial offteef^ shall mean the chief financial officer of-the City appointed by tho mayorr
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!b) Thechief financial oft]cer_shall have authority to retain, in connection with financial products and debt obligations purchased, entered into and/or issued_by the City, such advisors to provide structuring timing and related advice for such financial products and debt obligations, as deemed necessary, in compliance with the aepjjcable requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act. Public Law 111-203, and the regulations in connection therewith.
(c) The chief financial officer shall have authority to retain, in connection with debt obligations issued bv the Citv. such Qualified independent rep_resentatives for selecting, retaining and monitoring the performance of the City's interest rate exchange agreements, as deemed necessary or desirable in order for such interest rate exchange agreements to comply with applicable requirements of the Dodd-Frank Act and the regulations in connection therewith. As used in this section, "interest rate exchange agreements" shall mean those certain interest rate exchange agreements entered into pursuant to an ordinance of the city council authorizing the issuance of a series of bonds.
fd) The chief financial officer shall have authority to adopt written policies which shall address the management of the city's bond, note and other debt issuances, including the entering into of interest rate exchange agreements and hiring of advisors in connection therewith. The chief financial officer may amend such written policies from time to time. Copies of each such written policy and any amendments thereto shall be kept on file with the comptroller.
Section 27. To the extent that any ordinance, resolution, rule, order or provision of the Municipal Code, or part thereof, is in conflict with the provisions of this Ordinance, the provisions of this Ordinance shall be controlling. 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. No provision of the Municipal Code or violation of any provision of the Municipal Code shall be deemed to render voidable at the option of the City any document, instrument or agreement authorized hereunder or to impair the validity of this Ordinance or the instruments authorized by this Ordinance or to impair the rights of the owners of the Bonds to receive payment of the principal of or interest on the Bonds or to impair the security for the Bonds; provided further that the foregoing shall not be deemed to affect the availability of any other remedy or penalty for any violation of any provision of the Municipal Code.
Section 28. This Ordinance shall be published by the City Clerk, by causing to be printed in special pamphlet form at least five copies hereof, which copies are to be made available in her office for public inspection and distribution to members of the public who may wish to avail themselves of a copy of this Ordinance.
Section 29. This Ordinance shall be in full force and effect from and after its adoption, approval by the Mayor and publication as provided herein.
EXHIBIT B
FIRST AMENDMENT TO REVOLVING LINE OF CREDIT AGREEMENT
See Tab 1.
EXHIBIT C AMENDED AND RESTATED NOTES See Tabs 5, 6 and 7.