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HomeMy WebLinkAboutOrdinance #1698ORDINANCE NO. 16913 AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE CITY OF CANTON, ILLINOIS TO EXECUTE, ENTER INTO AND PERFORM LOAN AGREEMENTS WITH THE ILLINOIS ENVIRONMENTAL PROTECTION AGENCY FOR THE PURPOSE OF PAYING A PART OF THE COST OF ACQUIRING, CONSTRUCTING AND INSTALLING IMPROVEMENTS TO THE CITY'S WATERWORKS FACILITIES, AND MAKING CERTAIN COVENANTS IN PROVIDING FOR THE OPERATION OF THE CITY'S COMBINED WATERWORKS AND SEWERAGE SYSTEM AND THE PLEDGE, DEDICATION, COLLECTION, SEGREGATION AND DISTRIBUTION OF THE REVENUES TO BE DERIVED FROM THE OPERATION THEREOF. WHEREAS, the City of Canton, Fulton County, Illinois (the "Municipality"), operates amunicipally-owned combined waterworks and sewerage system (the "System") in accordance with the provisions of Division 139 of Article 11 of the Illinois Municipal Code [Section 5/11-139-1 et seq. of Chapter 65 of the Illinois Compiled Statutes (as supplemented and amended, including by the Local Government Debt Reform Act, the Intergovernmental Cooperation Act, Section 10 of Article VII of the Constitution of Illinois, the Registered Bond Act, the Illinois Bond Replacement Act, the Bond Authorization Act and applicable Illinois and federal laws (including Section 5/19.1 et seq. of Chapter 415 of the Illinois Compiled Statutes, the Water Quality Act of 1987 (33 U.S.C.A. Sec. 1251 et seq.) and the Safe Drinking Water Act of 1974 (42 U.S.C.A/ Section 300f et seq.), in connection with the Illinois Environmental Protection Agency Public Water Supply Loan Program (the "Program"), collectively, the "Act")]; and WHEREAS, the City Council of the Municipality (the "Corporate Authorities") has determined that it is advisable, necessary and in the best interest of the Municipality's public health, safety and welfare to undertake a project providing for the acquisition, construction and installation of a water plant and water transmission line improvements (together with related facilities, improvements and costs, including all required structures, equipment, appurtenances and fixtures, all electrical, mechanical or other work and the acquisition of land or rights in land necessary, useful or advisable in connection with such work, and as such work may progress in one or more phases, and other related costs, the "Project"), substantially in accordance with the related plans, specifications and cost estimate therefor prepared by the Municipality's Project engineers therefor, Maurer & Stutz, Inc., Canton, Illinois and now on file in the office of the City Clerk and available for public inspection; and WHEREAS, the estimated cost of acquiring, constructing and installing the Project, and necessary interest during acquisition, construction and installation, reserves, engineering, legal, financial, discount, printing and publication costs and other expenses preliminary to and in connection with the Project and its financing is anticipated to be paid in whole or in part from proceeds of the hereinafter described obligations; and WHEREAS, costs of the Project, for which the Municipality has insufficient funds, are expected to be paid from funds on hand or already advanced therefor, available grant proceeds, if any, and from obligations payable from the revenues of the System and issued pursuant to the Act, this ordinance and ordinances preliminary and supplemental to this ordinance authorizing and providing for the issuance of such obligations, prescribing the details of such obligations and providing for the pledge, dedication, collection, segregation and distribution of the revenues of the System, which obligations are expected to be purchased by the State of Illinois acting by and through the Illinois Environmental Protection Agency (the "IEPA") from funds available therefor in connection with the Program; and WHEREAS, preliminary to the adoption of this ordinance, the Corporate Authorities on Apri14, 2001, adopted Ordinance No. 1693 (the "Preliminary Ordinance") and caused such Preliminary Ordinance to be published on April 11, 2001, in The Daily Ledger, a newspaper published in Canton, Illinois and of general circulation in Canton, Illinois, with respect to which no petition has been requested from or received by the City Clerk; and WHEREAS, the Municipality has submitted to the IEPA an Application for Financial Assistance related to the Projects (Project L17-1594); (Project L17-1735); (Project L17-1938) and (Project L17-1939) (as supplemented and amended, the "Applications"), which the IEPA has approved or is about to approve, and the Municipality and the IEPA propose to enter into one or more Loan Agreements: (Project L17-1594); (Project L17-1735); (Project L17- 1938) and (Project L17-1939) (in the forms prepared or to be prepared by the IEPA for financing facilities such as the Project, to be completed, including with insertions, deletions and modifica- tions, in a manner not inconsistent with this ordinance, and as supplemented and amended, each a "Loan Agreements"); and WHEREAS, pursuant to the Preliminary Ordinance the Municipality has the capacity to issue and is authorized to issue up to $4,300,000 of revenue bonds and related obligations and has outstanding $1,260,000 General Obligation Waterworks and Sewerage Bonds (Alternate Revenue Source), Series 1995 (the "1995 Bonds"), which have a lien on System revenues superior to the bonds under this ordinance; and WHEREAS, in order to facilitate reference, and with no intent to define or limit the provisions hereof, this ordinance is divided into sections, with titles, as follows: Page Preambles ... . . 1 Section 1. . .. ...................................................................................................... Preambles and Estimate ....................................................................... 3 Section 2. Useful Life ........................................................................................... 3 Section 3. Insufficient Funds ................................................................................ 3 Section 4. Authorization of Loan Agreements ...................................................... 3 Section 5. Debt Service ......................................................................................... 5 Section 6. Revenue Bond Equivalent .................................................................... 5 Section 7. Designation of Waterworks and Sewerage Fund ................................. 9 Section 8. Waterworks and Sewerage Fund and Accounts ................................... 9 Section 9. Account Replenishment ....................................................................... 13 -2- Section 10. Sufficient Rates .................................................................................... 13 Section 11. Compliance .......................................................................................... 13 Section 12. Additional Obligations ......................................................................... 14 Section 13. General Covenants ............................................................................... 15 Section 14. Contract ................................................................................................ 17 Section 15. Application of Proceeds ....................................................................... 18 Section 16. Non-arbitrage/Bank Qualification ........................................................ 19 Section 17. Further Authorization ........................................................................... 20 Section 18. Invalidity .............................................................................................. 20 NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CANTON, FULTON COUNTY, ILLINOIS, as follows: Section 1. Preambles and Estimate. That the representations and statements set forth above in the preambles to this ordinance are true, correct and complete, and the Corporate Authorities hereby incorporate such representations and statements into this Section as if set forth in full at this place. The Municipality's City Council (the "Corporate Authorities") has caused an estimate to be made of the cost of acquiring, constructing and installing improvements to the waterworks system facilities in and for the Municipality, as described hereinabove in the preambles to this ordinance as the Project, and all in accordance with the detailed plans and specifications therefor heretofore approved by the Corporate Authorities and now on file in the office of the City Clerk for public inspection and have heretofore estimated and do hereby estimate that the total cost thereof is presently estimated to be approximately as set forth above in the estimate of the engineers identified in the preambles to this ordinance, of which up to $4,300,000 is to be paid from the proceeds derived from the Loan Agreements. Section 2. Useful Life. That the Corporate Authorities hereby determine the period of usefulness of the hereinabove-described Project to be at least twenty-one (21) years from the date of completion of the construction, extension and improving thereof by undertaking the Project. Section 3. Insufficient Funds. That the Municipality does not have sufficient funds available for the purpose of paying the costs of the Project, and for the purpose of paying all or a part of the cost thereof it will require the Municipality to enter into, execute, deliver and perform the Loan Agreements (and each related bond) as herein provided for. Section 4. Authorization of Loan Agreements. That for the purpose of defraying a part of the costs of the acquisition, construction and installation of the Project in and for the Municipality, as described hereinabove in the preambles to this ordinance, the Municipality is hereby authorized to enter into the Loan Agreements and issue the related bonds under this ordinance. (a) The representations, warranties, agreements, covenants, undertakings and other obligations made and contained in the Loan Agreements (collectively, the "Obligations" or "obligations", and with respect to the principal of and interest on the -3- loan obligations under the Loan Agreements, the "debt service obligations") shall be and are hereby authorized and approved. (i) The Loan Agreements shall be and are hereby authorized and approved. The Mayor, under the Municipality's seal and attested by the City Clerk, shall be and is hereby authorized and directed to execute and deliver the Loan Agreements for and on behalf of the Municipality, with such insertions, deletions and modifications, not inconsistent with this ordinance, as the Mayor shall approve, such approval being conclusive of the approval of the Corporate Authorities without any further authorization than this ordinance. (ii) From and after the full execution and delivery of the Loan Agreements, the appropriate officers, agents, attorneys and employees of the Municipality are authorized to take all supplemental actions, including the execution and delivery of related supplemental agreements, certificates, documents and instruments not inconsistent with the Loan Agreements, desirable or necessary to implement and otherwise give full effect to the Loan Agreements. (b) The principal element of the debt service obligation, which shall be up to but not in excess of $4,300,000, shall mature within approximately 21 years as provided in the Loan Agreements and the unpaid principal thereof shall bear interest at an interest rate of not to exceed 4.00% per annum and shall have such other terms and provisions, all as provided in the Loan Agreements and under this ordinance. (c) The debt service obligations shall be subject to prepayment, as a whole or in part, at the option of the Municipality, in the inverse order of their due date at any time at a price equal to the principal amount thereof to be prepaid and accrued interest to the date of prepayment, but subject to all conditions and provisions as set forth in the Loan Agreements. (d) The obligations and debt service obligations provided for in this ordinance shall be and are subordinate to outstanding bonds or other obligations having or to have a prior claim or lien on revenues of the System, whether issued before or after the delivery of the Loan Agreements and the issuance of the related bond, including the 1995 Bonds, and shall be payable solely and only from certain System revenues as provided under this ordinance. (e) No debt service obligation under or in respect of this ordinance shall be deemed outstanding hereunder (i) which shall have matured and for which moneys are on deposit with proper paying agents, or are otherwise properly available, sufficient to pay all principal and interest thereof, or (ii) the provision for payment of which has been made by the Municipality by the deposit in an irrevocable trust or escrow of funds or direct, full faith and credit obligations of the United States of America, the principal and interest of which will be sufficient to pay at maturity or as called for redemption or prepayment all the principal of and interest on such obligations. -4- Section 5. Debt Service. That both the principal of and interest on the debt service obligations hereunder shall be payable in lawful money of the United States of America by check or draft of the Municipality mailed to the holder thereof at the addresses of such holder as shown in the Loan Agreements. The Loan Agreements shall be signed by the Mayor, sealed with the corporate seal of the Municipality and, as applicable, attested by the City Clerk. The use of the facsimile signatures of such officers, and a facsimile of the official seal of the Municipality, are hereby authorized in lieu of manual signatures and a manual seal impression. The debt service obligations, together with the interest thereon, shall be payable solely from revenues derived from the System, including increased user charges, shall be a subordinated lien upon such revenues of the System in accordance herewith, but shall not, in any event, constitute an indebtedness of the Municipality within the meaning of any constitutional or statutory limitation. Section 6. Revenue Bond Equivalent. To the extent required by applicable law, and otherwise to be given no effect, the obligations of the Municipality under the Loan Agreements shall be deemed to constitute one or more revenue bonds under Section 11-139-1 et seq. of the Illinois Municipal Code in substantially the form, as follows: -5- (Form of Bond) UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF FULTON CITY OF CANTON [NON-NEGOTIABLE] WATERWORKS AND SEWERAGE SYSTEM REVENUE BOND (IEPA PUBLIC WATER SUPPLY LOAN PROGRAM) Stated Principal Amount: $ KNOW ALL BY THESE PRESENTS, that in connection with and related to that certain Loan Agreement (Project L17-) (the "Loan Agreement") by and between the Illinois Environmental Protection Agency (the "IEPA") and the CITY OF CANTON, FULTON COUNTY, ILLINOIS (the "Municipality"), the Municipality, for value from time to time received, under and pursuant to the IEPA Public Water Supply Loan Program (the "Program"), hereby promises to pay to the Registered Owner hereof as hereinafter provided, solely from the Municipality's Waterworks and Sewerage Fund (the "Fund"), subordinate to certain proposed or prospective and outstanding and prior pledges of the revenues of the Municipality's combined waterworks and sewerage system (the "System"), and not otherwise, the principal and interest due in connection with the Loan Agreement and the Program, at the time, in the manner and with the effect set forth in the Loan Agreement, by check or draft of the Municipality mailed to the IEPA, in lawful money of the United States of America at the address of the IEPA as required by the Loan Agreement, or in such medium, at such other place or in such manner set forth in the Loan Agreement. This bond incorporates by reference each term and provision of the Loan Agreement and the authorizing ordinance therefor, the intent hereof being that this bond is essentially to be given effect as the Loan Agreement. This bond, together with such additional parity obligations as heretofore or may hereinafter be issued under the provisions of the ordinance authorizing this bond, is payable solely from net revenues derived from the operation of the System, subordinate to certain proposed or prospective and outstanding and prior pledges of the revenues of the System, and not otherwise, and is issued under authority of the provisions of Division 139 of Article 11 of the Illinois Municipal Code, as from time to time supplemented and amended, including by Intergovernmental Cooperation Act, Section 10 of Article VII of the Constitution of Illinois and applicable Illinois and federal laws in connection with the IEPA Public Water Supply Loan Program (collectively, the "Act"), and an authorizing ordinance (Ordinance No. ~ duly adopted pursuant thereto by the City Council of the Municipality on the day of 2001 (as supplemented by Ordinance No. 1693, adopted April 4, 2001, collectively, the "Ordinance"), for the purpose of paying a part of the cost of acquiring, -6- constructing, extending and improving System facilities in and for the Municipality as set forth in the Ordinance (the "Project"), and this bond and the related Loan Agreement does not and shall not in any event constitute an indebtedness of the Municipality within any constitutional or statutory provision or limitation, and under no circumstances shall this bond be or become an indebtedness or an obligation of the Municipality payable from taxes or other than from the special and limited source herein specifically mentioned. It is hereby expressly declared that this bond is payable solely and only from the "net revenues" as defined in the Ordinance, and constitutes a lien upon the net revenues of the System, dedicated and pledged pursuant to the Ordinance for the purposes of paying the principal hereof, premium, if any, and interest hereon and other amounts as herein and in the Loan Agreement set forth. For a more complete statement of the source of payment of this bond, the subordination to existing and prospective obligations and the debt service obligations under the Loan Agreement, the circumstances under which additional obligations may be issued on a parity therewith, the priority of the lien on the revenues of the System and a statement of the rights, duties and obligations of the Municipality and the rights of the IEPA, and the pledge of the revenues from the System to the payment thereof, reference is made to the Ordinance. This bond is not of a type offered to the public and shall not be required to be (but may be) fully registered as to principal and interest. This bond is on parity with the other bonds authorized by the Ordinance, regardless of the date or dates of issuance thereof. The bonds are second, junior and subordinate to the 1995 Bonds (as defined in the ordinance). Under the provisions of the Ordinance above referred to authorizing the issuance of this bond, the entire revenues derived from the operation of the System shall be deposited in a separate fund designated as the "Waterworks and Sewerage Revenue Fund" (the "Fund") of the Municipality, which shall be used only for the purpose of and is hereby pledged for the purpose of paying the cost of operating and maintaining the System, providing adequate depreciation and reserve funds and paying the principal of and interest on and certain other amounts due in respect first of the debt service and other related obligations represented by the Loan Agreement and this bond, according to the Ordinance, payable by their terms only from the net revenues of the System, and which are issued by the Municipality under the provisions of applicable law, and in making all payments required to maintain the several special accounts established and created under the terms of the Ordinance heretofore adopted and pursuant to which this bond is issued and the Loan Agreement is authorized. It is hereby certified and recited that all acts, conditions and things required to be done precedent to and in the issuance of this bond and the execution and delivery of the Loan Agreement, have been done, have happened and have been performed in regular and due form of law and that provision has been made for depositing in the Fund the entire revenues received from the operation of the System to be applied in the manner as hereinabove set forth, and the Municipality hereby covenants and agrees that it will fix and maintain rates for the use and service of the System and collect and account for revenues from the System sufficient at all times to pay the cost of maintenance and operation of the System, to provide adequate depreciation and reserve funds, to -pay promptly the principal of and interest on all bonds and other obligations issued by the Municipality, including this bond and the Loan Agreement, which by their terms -7- and priorities are payable solely from the revenues of the System, and to comply with all the covenants of and to maintain the several accounts created and established by the Ordinance heretofore adopted and pursuant to which this bond is issued. The rights and obligations of the Municipality and the holder of this bond and the Loan Agreement may be modified or amended only and upon the terms provided in the Ordinance and in the Loan Agreement; provided, that no such modification or amendment shall extend or change the maturity or due date of prepayment, or reduce the interest rate on or otherwise alter or impair the obligation of the Municipality to pay the principal or interest represented by this bond and the Loan Agreement at the time and place and at the rate and in the currency provided therein of any such obligation without the express consent of the holder, nor permit the creation by the Municipality of any preference or priority of any revenue obligation and including any obligations which may hereafter be issued and be on a parity or with the Loan Agreement herewith, nor reduce the percentage of such outstanding revenue obligations required for the affirmative vote or written consent to an amendment or modification, all as more fully set forth in the Ordinance. This bond and the Loan Agreement have been designated and constitute "qualified tax-exempt obligations" under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The debt service obligations hereunder and under the Loan Agreement are and constitute the same obligation. IN WITNESS WHEREOF, the City of Canton, Fulton County, Illinois, by its City Council, has caused this bond to be signed by its Mayor, its corporate seal to be hereto affixed and attested by the City Clerk, and this bond to be dated and effective as of the same date as the Loan Agreement. (SEAL) CITY OF CANTON, FULTON COUNTY, ILLINOIS /s/ Jerry Bohler Mayor, City of Canton, Fulton County, Illinois Attest: /s/ Nancv Whites City Clerk, City of Canton, Fulton County, Illinois -8- If the Loan Agreements is executed and delivered, whether or not fully disbursed with respect to the loan thereunder, the bond above shall be deemed issued, whether or not in fact signed, executed and delivered, this ordinance to constitute the issuance thereof. The debt service obligations of the bond and the Loan Agreements constitute one and the same debt. Section 7. Designation of Waterworks and Sewerage Fund. That upon delivery of the Loan Agreements herein provided for, the System, for the purpose of this ordinance, shall be operated on a fiscal year basis established under applicable law. From and after the delivery of the Loan Agreements under provisions of this ordinance, and so long as any of the revenue obligations authorized to be issued under the terms of this ordinance remain outstanding and unpaid, the entire revenues from any source whatsoever derived from the operation of the System, including all future improvements and extensions thereof, shall be set aside as collected and be kept separate and apart from all other Municipality funds and deposited into a separate fund, which fund shall be designated as the "Waterworks and Sewerage Fund" (the "Waterworks and Sewerage Fund"), which fund shall be used and held only in paying the cost of operation and maintenance of such System, providing adequate depreciation and reserve funds, paying the principal of and interest upon all obligations of the Municipality which by their terms are payable solely from the revenues derived from the System, and for the creation, establishment and maintenance of and the expenditure from the respective accounts hereinafter provided for in Section 8 of this ordinance. In addition there shall be deposited into the appropriate Accounts of the Waterworks and Sewerage Fund at the time of first delivery of any bond hereunder, from the specified sources, such amounts and in such accounts as hereinafter provided in Section 8 hereof or in the Loan Agreements. Section 8. Waterworks and Sewerage Fund and Accounts. That there shall be and there are hereby created and established (or continued, as the case may be) separate accounts of the "Waterworks and Sewerage Fund to be designated severally the Municipality's (1) "Construction Account", (2) "Operation and Maintenance Account", (3) "Bond and Interest Account (EPA/SRL #L17-1594/1935/1938/1939 Project)" (4) "Debt Service Account", (5) "Bond Reserve Account (EPA/SRL #L17-1549/1935/1938/1939 Project) (herein, the "Bond Reserve Account")", and (6) "Depreciation Account" subject and subordinate to the terms and provisions of and related to outstanding bonds or other obligations having or to have a prior claim or lien on revenues of the System, and the authorizing ordinances therefor, into each of which such separate accounts there shall be paid on the first business day of each month without any further official action or direction, in the order in which such accounts are hereinafter mentioned, all moneys held in the Waterworks and Sewerage Fund and constituting surplus revenues, as the case may be, in accordance with the following provisions: (a) Construction Account. Notwithstanding the Outstanding Bond Ordinance, there shall be paid into the Construction Account (created in Section 15 below) all amounts as and when received and advanced in connection with the Loan Agreements herein authorized and issued to be applied to the acquisition, construction, extension and improvement of the Project as a part of the System, as more fully described and referred to in the preambles hereto. -9- (b) Operation and Maintenance Account. There shall be paid into the Operation and Maintenance Account (which shall be continued under this ordinance) on the first business day of each month an amount sufficient to pay the reasonable expenses of the operation, maintenance and repair of the System for the current month, including, without limiting the generality of the foregoing, salaries, wages, taxes, costs of materials and supplies, insurance, power, fuel, reasonable repairs and extensions necessary to render efficient service. (c) Bond Interest and Principal Account. In connection with the Loan Agreements and the related subordinate lien bond herein provided for there shall be paid into the Bond Interest and Principal Account pursuant to this ordinance on the first business day of each month, after the required payment has been determined, a fractional amount of the principal and/or interest becoming due on the next succeeding principal and/or interest payment date on all outstanding debt service obligations authorized to be issued under the terms of this ordinance and including the principal and/or interest to become due on all debt service obligations as may be issued in the future on a parity with and to share ratably and equally in the earnings of the System with the debt service obligations herein authorized and under the conditions hereinafter set out (such debt service obligations to be issued in the future being hereinafter referred to as "debt service obligations hereafter issued and on a parity with the debt service obligations herein authorized"), and there shall be paid into the Bond Interest and Principal Account on the first business day of each month not less than a fractional amount of the principal and/or interest becoming due on the next succeeding principal maturity or due date and/or interest due date of all of the debt service obligations- issued under the terms of this ordinance and including the principal and/or interest to become due on all debt service obligations as may be hereafter issued and on a parity with the debt service obligations herein authorized until there shall have been accumulated in the Bond Interest and Principal Account on or before the day preceding such current maturity date of interest or principal, or both, an amount sufficient to pay such principal or interest, or both, of all debt service obligations issued hereunder and including the maturing principal or interest, or both, of all debt service obligations hereafter issued and on a parity with the debt service obligations herein authorized and maturing by their terms on such current maturity or due date. In computing the foregoing fractional amount of such interest and/or principal requirements of the debt service obligations herein authorized and to be set aside each month in the Bond Interest and Principal Account for the payment thereof, the fraction shall be so computed that sufficient funds will be set aside in the Bond Interest and Principal Account and be available for the prompt payment of such principal of and interest on the revenue obligations herein authorized as the same will become due. Payments into the Bond Interest and Principal Account may be suspended in any fiscal year at such time as there shall have been paid into such Account sufficient moneys to pay the total principal and interest for such pertinent fiscal year, but such payments shall again be resumed at the beginning of the new fiscal year. All moneys in such Account shall be used only for the purpose of paying interest and principal on the debt service obligations hereby authorized as the same shall become due and including principal and -10- interest on all debt service obligations hereafter issued and on a parity with the bond and Loan Agreements herein authorized. (d) Bond Reserve Account. Beginning the month after delivery of the Loan Agreements, there shall be deposited and credited to the Bond Reserve Account, an amount equal to 1/24th of Maximum Annual Debt Service related to the debt service obligations hereunder until the amount to the credit of such Account aggregates the amount of Maximum Annual Debt Service. This requirement is in addition to any other reserve requirement. Thereafter, no additional funds need be so credited, except that when any money is so paid out and charged, credits shall be resumed at the foregoing monthly rate and continued until the aggregate amount required to be funded has been restored. Such moneys shall be used to the extent necessary to prevent or remedy a default in the payment of the interest on or principal of any debt service obligations of the Municipality in connection with the Loan Agreements and the related subordinate lien bond which by their terms are payable from surplus revenues of the System and shall be transferred to cover applicable debt service requirements, and whenever such an amount is so withdrawn and so transferred, the amount so transferred shall be added to the amount to be next and thereafter repaid monthly at the foregoing rate until full reimbursement thereto has been made. (e) Depreciation Account. There shall be deposited hereunder the amounts specified from time to time by ordinance or resolution. No additional funds need be credited to such Account, except that when any amount is paid out and charged to such Account, credits to such Account shall be resumed at a monthly rate of $1,250.00 and continued until such Account has been restored to the required aggregate amount as in this paragraph (e) set forth. Whenever an amount is withdrawn from such Account, the amount so transferred shall be added to the amount to be next and thereafter credited to such Depreciation Account until full reimbursement to said Account has been made; and each expenditure to be made from such Account shall be made only after a consulting engineer employed for that purpose has certified that such expenditure is necessary to the continued effective and efficient operation of the System, provided, however, that in the event that emergency repairs are required in order the maintain the System, or a portion thereof, in operation, such engineer's certificate may be acquired after such expenditure has been made from such Account. (f) Surplus. After all the required payments into the Accounts hereinabove described have been made, including the payments of any deficiencies, and when there is on deposit in each of the above-described Accounts the full maximum amount required to be accumulated in the Bond Reserve Account, then all moneys remaining in the Waterworks and Sewerage Fund may be used for the purpose of replenishing the Accounts provided above, of calling and redeeming and prepaying any outstanding debt service obligations of the Municipality which by their terms are payable from the income and revenues of the System as such become redeemable or prepayable according to their -11- terms, or such moneys may to the extent permitted by law be used for the purpose of constructing extensions and improvements to the System, for the payment of debt service on obligations subordinate to the Loan Agreements and the related bond or for any other lawful purpose. (g) Investments. Subject to such other provisions related to investments in the Loan Agreements, the moneys in any of the Accounts created by subparagraphs (a) through (e), as hereinabove created and set forth in this section may by resolution adopted by the Corporate Authorities and be invested from time to time by the Treasurer of the Municipality in interest bearing bonds or other direct and general obligations of the United States Government maturing in not more than ten (10) years after the purchase date thereof and in certificates of deposit or time deposits constituting direct obligations of any savings and loan association or of any bank as defined in the Illinois Banking Act to the extent such certificates or deposits are insured by the Federal Deposit Insurance Corporation or its successors and mature in not more than ten (10) years after the purchase date thereof, and such investments shall be sold from time to time by such Treasurer pursuant to a resolution of the Corporate Authorities as funds may be needed for the purpose for which such Accounts have been created. All accrued interest received from any such investments shall be considered and treated as income and revenues of the System and be deposited as received in the Waterworks and Sewerage Fund. Moneys in each of the several Accounts above described shall be kept separate and apart from all other funds and moneys of the Municipality and shall be deposited in a bank duly designated by the Municipality as a depositary (the "Depositary") under applicable law, which bank is located and doing business in the State of Illinois and was organized under the laws of the State of Illinois, and whose deposits are insured under the provisions of the Federal Deposit Insurance Act, or its successor. (h) Definitions. Certain definitions related to this Section 8 and otherwise herein are as follows: "Gross Revenues" means all income from whatever source derived from the System, including (i) investment income; (ii) connection, permit and inspection fees and the like; (iii) Contract Payments as defined in the Preliminary Ordinance; and (iv) penalties and delinquency charges; but excluding expressly (i) non-recurring income from the sale of real estate; (ii) governmental or other grants; (iii) advances or grants made from the Municipality; (iv) capital development, reimbursement, or recovery charges and the like; and (v) annexation or pre-annexation charges; and as otherwise determined in accordance with generally accepted account principles for municipal enterprise funds. "Maximum Annual Debt Service" means an amount of money equal to the highest future principal and interest requirement of all outstanding obligations required to be paid from System revenues, including and subsequent to the fiscal year in which the computation is made. Any outstanding obligations required to be redeemed pursuant to mandatory redemption shall be treated as falling due on the date required to be redeemed -12- (except in the case of failure to make any such mandatory redemption) and not on the stated maturity date of such outstanding obligations. "Net Revenues" or "net revenues" with respect to the System means Gross Revenues minus Operation and Maintenance Expenses. (i) Construction. The Loan Agreements and the related subordinate lien bond constitute junior and subordinate obligations as herein provided. The identification of "(EPA/SRL #L17-1594/1935/1938/1939 Project)" with respect to certain accounts under this ordinance is to identify such accounts to the Loan Agreements and each related bond. Section 9. Account Replenishment. That it is hereby covenanted and agreed that the revenues of the System are to be paid into the various special Accounts hereinabove referenced, established and created in the order in which such Accounts have been listed, and if within any period of time the revenues are insufficient to place the required amounts in any of such Accounts, the deficiencies shall be made up during the following period or periods after payments into all the Accounts enjoying a prior claim of the revenues from the System have been made in full. Section 10. Sufficient Rates. That while the Loan Agreements or the bond authorized hereunder or any of them remain outstanding or unpaid, rates charged for the use and service of the System shall be sufficient at all times to pay the cost of its operation and maintenance, to provide, establish and maintain the Accounts referred to and described in Section 8 of this ordinance, to pay the interest on and principal of all obligations which by their terms are payable from the revenues of the System, with the coverages of not less than 120% of the debt service represented by the Loan Agreements and each related bond authorized to be issued under the terms of this ordinance and including the principal of and interest on all debt service obligations hereafter issued and on a parity with the debt service obligations herein authorized, and to carry out the covenants of this ordinance. And there shall be charged against all users of the System, including the Municipality, such rates and amounts for services of the System as shall be adequate to meet the requirements of this section. Compensation for services rendered the Municipality shall be charged against the Municipality and payment for the same from the corporate funds shall be made monthly into the Municipality's Waterworks and Sewerage Fund created or continued by this ordinance in the same manner as other revenues are required to be deposited. Section 11. Compliance. That the Municipality hereby covenants and agrees with the holder of the bond and of the Loan Agreements hereby authorized that so long as such obligations or any of them remain outstanding and unpaid, either as to principal or interest, that any holder of an obligation issued hereunder may, either in law or in equity, by suit, action, mandamus or other proceedings enforce or compel performance by the officials of the Municipality of all duties required by law and by this ordinance, including the making and collecting of sufficient rates for System services and segregating the revenues of the System and the application thereof to the respective accounts created by this ordinance and in the time and manner and with the effect as herein provided. -13- Section 12. Additional Obligations. Subject to the Loan Agreements, it is hereby covenanted and agreed with the holder of the Loan Agreements and the related bond herein authorized that the Municipality will not issue any other or additional bonds or other evidences of debt service obligations of the Municipality payable from or in any way creating a charge upon the income and revenue to be derived from the operation of the System on an equal parity with or superior to the bond and the Loan Agreements authorized hereunder, except as herein provided: (a) The Municipality reserves the right to issue additional debt service obligations from time to time for the sole purpose of paying the cost of the completion of the acquisition, construction, extension and improving of the System to be made in accordance with the plans and specifications referred to in the preambles hereof for which the bond and the Loan Agreements are authorized hereunder, and any such additional bonds shall be secured ratably and equally by the revenues of the System with the obligations authorized by this ordinance; provided, however, that the need of such financing shall be evidenced by a certificate of an independent consulting engineer in responsible charge of such construction, extension and improvement (i) giving a reasonably detailed description of the work remaining to be completed, an estimate of the cost thereof and the time of completion thereof and (ii) stating in reasonably itemized detail all expenditures made from the proceeds of the Loan Agreements and each bond authorized hereunder as to the amount and purpose; and provided, further, however, that while the State of Illinois acting through the IEPA is the holder of any of the obligations herein authorized, written approval of such financing shall be obtained from the IEPA and evidence of such approval placed on file with the City Clerk prior to the adoption of any proceedings authorizing the issuance of such additional obligations. (b) The Municipality further reserves the right to issue additional obligations for the acquisition and construction of further necessary improvements, extensions, repairs and rehabilitations to the properties comprising the System, such additional obligations to share ratably and equally in the revenues of the System with the revenue obligations herein authorized, only whenever all of the following conditions are met: The net revenues derived from the operation of the System for the completed fiscal year immediately preceding the date of the adoption of any ordinance authorizing the issuance of additional obligations shall have been equal to at least 120% of the average annual principal and interest requirements for all succeeding fiscal years on all the revenue obligations of the Municipality payable from the revenues to be derived from the operation of the System then outstanding and the additional System revenue obligations then proposed to be issued, and all the payments required to be made by the Municipality into the Accounts set forth in paragraphs (b) through (d), inclusive, of Section 8 hereof, shall have been made up to and including the date of the adoption of any such ordinance authorizing the issuance of additional revenue obligations. Such Net Revenues of the System may be adjusted as follows: -14- (A) In the event there shall have been an increase in the rates of the System from the rates in effect for the preceding Fiscal Year, which increase is in effect at the time of the issuance of any such parity obligations, the Net Revenues as described hereinabove may be adjusted to reflect the Net Revenues of the System for the immediately preceding Fiscal Year as they would have been had such then existing rates been in effect during all of such Fiscal Year. (B) Any such adjustment shall be evidenced by the certificate of an independent consulting engineer or an independent certified public accountant employed for that purpose, which certificate shall be filed with and approved by the Corporate Authorities prior to the sale of the proposed parity obligations. (c) In addition to the foregoing and notwithstanding the foregoing restrictions, additional parity obligations may be issued only upon the written approval of the IEPA if it shall then be the holder or insurer of all or any part of the bond or the Loan Agreements. (d) The Municipality may issue subordinate obligations payable solely out of the surplus as provided above in Section 8(f). Section 13. General Covenants. Subject to the Loan Agreements, the Municipality covenants and agrees with any holder of the Loan Agreements and each related bond hereby authorized that so long as the bond or the Loan Agreements and each related bond or any of them remain outstanding and unpaid, either as to principal or interest: (a) That the Municipality will maintain the System and all improvements and extensions thereto in continuous, effective and efficient operation, will operate the same efficiently and faithfully and punctually perform all duties with respect thereto required by the Constitution and laws of the State of Illinois, the United States and this ordinance. (b) That the Municipality will establish and maintain at all times reasonable charges and rates for the use and service of the System and provide for the collection thereof, and the segregation and application of the revenues of the System in the manner provided by this ordinance and sufficient at all times to pay the cost of operation and maintenance, to pay the interest of and principal on all revenue obligations of the Municipality which by their terms are payable from the revenues of the System, and to provide for the continuation and maintenance of the respective Accounts as described in Section 8 of this ordinance, and from time to time make all needful and proper replacements thereto so that it may at all times be operated properly, advantageously, continuously, effectively and efficiently, and when any equipment or facilities shall have been worn out, destroyed or otherwise become insufficient for proper use, it shall be promptly replaced or repaired so that the value and efficiency of the such system shall be at all times fully maintained. -15- (c) That the Municipality will establish such rules and regulations for the control and operation of the System necessary for the efficient, economical and continuous operation thereof, and rates and charges shall be fixed and revised from time to time as may be necessary to produce funds sufficient for all the purposes herein provided until all of the obligations authorized by this ordinance have been paid in full both as to principal and interest. (d) That the Municipality will maintain and keep proper books of records and accounts (separate from all other records and accounts of the Municipality) in which complete entries shall be made of all transactions relating to the System, and hereby covenants that it will cause the books and accounts of the System to be audited by certified public accountants and within not more than ninety (90) days after the close of each annual fiscal period will file with the IEPA, and otherwise as required by the Loan Agreements and applicable law, upon request, complete operating income statements of the System in reasonable detail covering such annual period and will permit any holder of the Loan Agreements or related bond or other obligation then outstanding to inspect at all reasonable times the System and all records and accounts and data relating thereto, and to furnish to the appropriate agency of the State of Illinois, if the Loan Agreements or each related bond herein authorized may be held by the State of Illinois or any agency of the State of Illinois, all data and information relating to such System which may be reasonably requested. Each audit, in addition to whatever matters may be thought proper by the accountant to be included therein, or shall be required by the Loan Agreements, shall without limiting the generality of the foregoing, include the following: (1) A statement in detail of the income and revenue and expenditures of the System for such fiscal year. (2) The accountant's comments regarding the method in which the Municipality has carried out the requirements of this ordinance and the Loan Agreements, and the accountant's recommendations for any changes or improvements in the financial operation of the System. (3) A list of all the insurance policies in force at the end of the fiscal period, setting out as to each policy the amount of the policy, the risks covered, the name of the insurer and the expiration date of the policy. (4) Information concerning the number of customers served by the System at the end of the fiscal period, and the totals and quantities or otherwise handled (i.e., collected or distributed) and treated by the System. All expenses incurred in the making of such audit shall be regarded and paid as a Operation and Maintenance Expense. (e) That so long as any of the obligations authorized hereunder are outstanding the Municipality will not sell, lease, loan, mortgage or in any manner dispose of or encumber the System or any improvements and extensions thereto, except for the issuance of -16- additional obligations as provided for in Section 12 of this ordinance, until all of the obligations hereby authorized shall be paid in full, both principal and interest, or unless and until provision shall have been made for the payment thereof, and that the Municipality will take no action in relation to the System which would unfavorably affect the security of the obligations herein authorized or the prompt payment of the principal thereof and interest thereon. (f) That to the extent available at reasonable cost, and not inconsistent with the Loan Agreements, the Municipality will carry and maintain insurance upon all of the properties forming a part of the System which may be of an insurable nature, such insurance to be of the type and kind and for such amount or amounts which are usually carried by other municipalities, special districts, private companies or operators of similar properties rendering services of a similar character in similar communities, and all moneys received for losses under such insurance policies shall be deposited in a separate subaccount of the Operation and Maintenance Account and used only in making good the loss or damage in respect of which they were paid either by repairing the property damaged or making replacements to the property destroyed. Provision for making good such loss or damage shall be made within ninety (90) days from date of the loss or damage or for the payment of the principal of and interest on the obligations authorized to be issued under the terms of this ordinance and including the principal and interest on debt service obligations hereafter issued and on a parity with the debt service obligations herein authorized. Similarly, the Municipality will also carry and maintain general liability coverage for any loss and shall cover all employees under worker's compensation as required by Illinois law. The payment of premiums for all insurance policies required under the provisions of this covenant shall be considered a maintenance and operation expense. The proceeds derived from any and all policies for general liability shall be paid into the Operation and Maintenance Account and used in paying the claims on account of which they were received. (g) That the Municipality will require its Treasurer and other officers and employers having access to funds of the Municipality to execute a fidelity bond in an amount not less than required by the Loan Agreements or applicable law, with a responsible surety company. (h) That the Municipality, prior to the beginning of each fiscal year for the System while the obligations hereunder are outstanding, will prepare a proposed budget, or appropriation ordinance, in compliance with applicable law for its ensuing fiscal year covering the operation of the System, its anticipated revenues and operation and maintenance expenses and the payments to be made into the various funds as provided in this ordinance during such fiscal year, and the Municipality covenants that a copy of such budget or appropriation ordinance upon request will be forwarded promptly to the State. Section 14. Contract. That the provisions of this ordinance shall constitute a contract between the Municipality and the holders of the obligations hereby authorized to be issued and after the issuance thereof, no changes, additions or alterations of any kind shall be made herein, except as herein provided, until such time as all of the obligations issued hereunder -17- and the interest thereon shall be paid in full, or unless and until provision shall have been made for the payment of all such obligations and interest thereon in full; provided, however, that this obligation may from time to time be modified or amended by a supplemental ordinance duly adopted by the Corporate Authorities with written consent of the holders of not less than a majority of the principal amount of all obligations authorized by this ordinance and all obligations hereafter issued on a parity therewith then outstanding (excluding any of the obligations owned by or under the control of the Municipality), and by the State of Illinois, acting through the IEPA, or its successor agency, if it shall then be the holder or insurer of the principal and interest of any of such outstanding obligations; and provided, however, that no such modification or amendment shall extend or change the due date or maturity of, or date of redemption or prepayment prior to maturity, or reduce the interest rate on, or otherwise alter or impair the obligation of the Municipality to pay the principal of and interest on any obligations herein authorized at the time, place and at the rate and in the currency provided therein of any obligation herein authorized then outstanding, without the express consent of the holders of all such obligations, nor shall any such modification or amendment permit the creation of a preference or priority of any obligation or obligations over any other obligation or obligations, nor reduce the percentages of the holders of outstanding obligations required for the written consent of such modification or amendment. Each such consent must be accompanied by proof of ownership of the obligations for which consent is given, which proof must be in a form approved by the Corporate Authorities; and each such consent and proof of ownership must be on file with the City Clerk prior to the adoption of such modifying or amendatory ordinance. Section 15. Application of Proceeds. Subject to the Loan Agreements the proceeds derived from the Loan Agreements hereby authorized shall be placed by the Municipality's Treasurer in a special account to be designated the "Construction Account" (with a separate subaccount related to each Loan Agreement), which is hereby created (and referred to in subsection (a) of Section 8 hereof), which funds shall be kept separate and apart from all other funds of the Municipality and deposited in the bank described in the last paragraph of Section 8 hereof, which bank shall be, and is hereby designated as the Depository for the funds of such Construction Account. Subject to the last paragraph of this section and any requirements of the Loan Agreements, such funds shall be held and used solely to acquire, construct and install the proposed Project as provided for by this ordinance, and such funds shall be withdrawn from the Depository from time to time by such Treasurer only upon submission to such Treasurer of the following: (1) A duplicate of the order signed by the Mayor and City Clerk stating specifically the purpose for which the order is issued and indicating that the payment for which the order is issued has been approved by the Corporate Authorities; and (2) Each withdrawal of funds by the Treasurer for payment to a contractor or contractors for work done in connection with the Project shall also be accompanied by a certificate executed by the engineer in charge of the work stating the nature of the work completed and the amount due and payable thereon. -18- Within ninety (90) days after completion of the work in accordance with the plans and specifications therefor, hereinabove referred to in this ordinance, and after all construction costs have been paid in connection therewith, the engineers shall certify to the Corporate Authorities the fact that the work described herein has been completed according to the plans and specifications therefor, and upon approval by the Corporate Authorities of the completion of the work based upon such engineer's certificate, and after all the costs have been paid, the Mayor, City Clerk and engineer shall execute a certificate and file it with the Treasurer certifying that the work has been completed in accordance with such plans and specifications, that all costs have been paid, and if at any time any funds remain in the Construction Account the same shall be transmitted to the Treasurer of the Municipality and be by the Treasurer, first, applied as required by the Loan Agreements and, second, deposited in the Bond and Interest Account, to be established in the manner set forth in Section 8 hereof and be used to redeem and/or prepay principal and/or interest on each related bond and Loan Agreements issued under the terms of this ordinance and any excess funds then remaining shall be held in such account to pay the principal of interest as the same mature and come due. Subject to the Loan Agreements, the cost of engineering, legal and financing services, the cost of surveys, designs, soundings, borings, rights of way, inspection charges, and all other necessary and incidental expenses, including interest accruing on the obligations during the construction period to the extent such interest is not paid from income and revenue, shall be deemed items of cost of construction of the Project in accordance with the plans and specifications therefor heretofore approved by the Corporate Authorities and on file in the office of the City Clerk and referred to in the preambles hereof. The Corporate Authorities hereby authorize acceptance of the offer of a loan through the Program, including all terms and conditions of the Loan Agreements as well as all special conditions contained therein and made a part thereof by reference. The Corporate Authorities further agree that the loan funds awarded shall be used solely for the purposes of the Project as approved by the IEPA in accordance with the terms and conditions of the Loan Agreements. Subject to the Loan Agreements, funds may be transferred as needed from the Construction Account into the Bond and Interest Account, hereinabove described in Section 8 of this ordinance to pay the interest accruing during the estimated time necessary to complete the acquisition, construction, extension and improvement of the System as described herein. Section 16. Non-arbitrage /Bank Qualification. That the Municipality hereby covenants that it will take no action in the investment or application of the proceeds of the Loan Agreements, each related bond or other funds to be applied to the improvements and other work herein described which would result in making the interest on any of the obligations hereunder subject to federal income taxes by reason of such bonds being classified as "private activity bonds", "arbitrage bonds" or "hedge bonds" within the meaning of Sections 141, 148 and 149(g) of the Internal Revenue Code of 1986, as amended (the "Code"). The Municipality reasonably expects not to issue more than $5,000,000 of tax exempt obligations in the calendar year of the issuance thereof. The obligations issued hereunder qualify for the small issuer exceptions provided for in Section 265(b)(3) of the Code and are hereby designated as -19- "qualified tax-exempt obligations" under such Section 265(b)(3) of the Code. The Municipality will rebate certain excess arbitrage earnings, as applicable, to the United States as required by Section 148(f)(2) of the Code. Section 17. Further Authorization. The Mayor, City Clerk, Treasurer and the other officials of the Municipality are hereby authorized, empowered and directed to do all such acts and things and to execute, acknowledge and deliver all such documents (including, without limiting the generality of the foregoing, any agreement requested by the IEPA, any closing certificate, non-arbitrage certificate or tax compliance agreement in connection with the Loan Agreements and the related bond) as may in his, her or their discretion be deemed necessary or desirable in order to carry out or comply with the terms and provisions of this ordinance and the Loan Agreements, and all of the acts and undertakings of such officials which are in conformity with the intent and purposes of this ordinance, whether heretofore or hereafter taken or done shall be and the same are hereby in all respects, ratified, confirmed and approved. Appropriate completion of the Loan Agreements by the Mayor prior to execution and delivery is hereby expressly authorized and approved, not inconsistent with the terms and provisions of this ordinance. Section 18. Invalidi .That 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. To the extent that any provision of this ordinance is inconsistent with the Loan Agreements, the Loan Agreements shall be controlling. [The remainder of this page is intentionally left blank.] -20- Upon motion by Sarff ,seconded by Molleck adopted by the City Council of the City of Canton, Fulton County, Illinois on the St day of June, 2001, by roll call vote, as follows: "Aye" (names): Aldern~n Fillinp~.arn, Shores, Nidiffer, ~~Test, Sarff, Hartford, Molleck. __ "Nay" (names): None _ "Absent" (names): Alderman Meade, Recorded, deposited and filed in the office of the City Clerk of the City of Canton, Illinois, this 5th day of June, 2001. Approved this 5th day of June, 2001. M yor Attest: (SEAL) r' ~~~ ~ ty Clerk -21- Closing Item No. 1 STATE OF ILLINOIS ) COUNTY OF FULTON ) SS CITY OF CANTON ) CERTIFICATION I, Nancy Whites, do hereby certify that I am the City Clerk of the City of Canton, Fulton County, Illinois (the "Municipality") and that as such I am the legal custodian of the records and ordinances kept and passed by the Municipality's City Council. I do hereby certify that the attached is a true and correct copy of Ordinance No. entitled "AN ORDINANCE AUTHORIZING AND PROVIDING FOR THE CITY OF CANTON, ILLINOIS TO EXECUTE, ENTER INTO AND PERFORM A LOAN AGREEMENTS WITH THE ILLINOIS ENVIRONMENTAL PROTECTION AGENCY FOR THE PURPOSE OF PAYING A PART OF THE COST OF ACQUIRING, CONSTRUCTING AND INSTALLING IMPROVEMENTS TO THE CITY'S WATERWORKS FACILITIES, AND MAKING CERTAIN COVENANTS IN PROVIDING FOR THE OPERATION OF THE CITY'S COMBINED WATERWORKS AND SEWERAGE SYSTEM AND THE PLEDGE, DEDICATION, COLLECTION, SEGREGATION AND DISTRIBUTION OF THE REVENUES TO BE DERIVED FROM THE OPERATION THEREOF," which was duly adopted by the City Council on the 5th day of June, 2001, and has not been repealed or amended. As shown by the records in my office, the adoption of such ordinance, preceded by a public recital of the nature of the matter being considered and such other information as would inform the public of the business being conducted, was upon and by the roll call vote shown thereon and was in compliance with the Illinois open meeting laws and the procedural rules of the Municipality. I do hereby certify that the notices preceding the publication of Ordinance No. 1693 (adopted April 4, 2001) were published pursuant to Section 3 thereof and that no petition was received by me or filed in my office in connection with or in any way related to the above ordinance or such Ordinance No. 1693. I have received no request(s) for any petition in that connection. I have had such a petition available at all relevant times since Apri14, 2001. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Canton, Fulton County, Illinois, this day of , 2001. (SEAL) City Clerk, City of Canton, Fulton County, Illinois