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HomeMy WebLinkAboutResolution #2023RESOLUTION NO. ~0~3 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF CANTON AND THE NATIONAL BANK OF CANTON, CANTON STATE BANK AND COMMUNITY BANK AND TRUST COMPANY. WHEREAS, the City Council of the City of Canton, Illinois has reviewed the terms of the proposed agreement, a copy of which is hereto attached and made a part hereof as "Exhibit A"; and, WHEREAS, the City Council of the City of Canton, Illinois has determined that it is desireable and in the best interest of the City of Canton to enter into said agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CANTON, Fulton County, Illinois, as follows: 1. That the Agreement between the City of Canton and the National Bank of Canton, Canton State Bank and Community Bank and Trust Company, which is attached hereto and made a part hereof as Exhibit A, is hereby approved, said Agreement to be subject to and effective pursuant to the terms and conditions set forth therein. 2. That the Mayor is hereby authorized and directed to execute and deliver said Agreement on behalf of the City of Canton. 3. That this Resolution shall be in full force and effect immediately upon its passage by the City Council of the City of Canton, Fulton County, Illinois and approval by the Mayor thereof. PASSED by the City Council of the City of Canton, Fulton County, Illinois at a regular meeting this 2nd day of February 1988, upon a roll call vote as follows: AYES: Aldermen May, Bohler, Meade, Sarff, Steck, Zilly, Kovache- vich. NAYS: None . ABSENT: Alderman Chapman . APPROVED: Z ~~~ Donald E. Edwards, Mayor ATTEST: ~u Nancy Whites City Clerk BOND PURCHASE AGREEMENT by and between the CITY OF CANTON, ILLINOIS and THE NATIONAL BANK OF CANTON, CAN'PON STATE BANK AND COMMUNITY BANK AND TRUST COMPANY, CANTON ILLINOIS Dated February 2, 1988 Exhibit A to Resolution No. THIS BOND PURCHASE AGREEMENT (the "Agreement") is made this 2nd day of February, 1988 by and between the City of Canton, Fulton County, Illinois (the "Issuer"), and The National Bank of Canton, Canton State Bank and Community Bank and Trust Company, Canton, Illinois (as applicable to each of the undersigned, the "Purchaser"). WITNESSETH: WHEREAS, the Issuer, acting through its City Council, is in the process of design, planning, acquiring, constructing and installing improvements and extensions to the Issuer's existing sewerage collection and treatment facilities (together with all related structures, appurtenances and fixtures, the "Project" as more fully described in the Bond Ordinance (defined below)); and WFIEREAS, the Issuer has incurred and/or is about to incur substantial expenses in connection with the Project, and does not have sufficient funds available to pay such expenses; and WHEREAS, to pay a part of the costs of the Project it is necessary and desirable and in the best interests of the Issuer to issue up to $480,000 of its General Obligation Bonds, Series 1988 (the "Bonds"), without referendum under and pursuant to the authorization therefor provided by Section 8-4-1 et. seQ. of the Illinois Municipal Code (Section 8-4-1 et. seQ. of Chapter 24 of the Illinois Revised Statutes); and WHEREAS, the Issuer intends to issue the Bonds under and pursuant to Ordinance No. An Ordinance authorizing the issuance of up to $480,000 General Obligation Bonds, Series 1988, the City of Canton, Fulton County, Illinois (the "Bond Ordinance"), which Bond Ordinance shall be in substantially the form presented to and reviewed by the Purchaser; and WHEREAS, each Purchaser is willing to purchase up to $160,000 of the Bonds pursuant to this Agreement. NOW, THEREFORE, the Issuer and each Purchaser, in consideration of the matters set forth above and the agreements, promises, covenants, representations, warranties and undertakings in this Agreement set forth, hereby agree and contract as follows: Article I Definitions and Representations 1.1. Definitions. Words and terms used in this Agreement shall have the meanings given them herein, including in the above recitals hereto. 1.2. Representations. The Issuer and each Purchaser have full power and authority to execute this Agreement, and this Agreement has been duly authorized, executed and delivered by each Purchaser and the Issuer. (End of Article I) Article II Bond Purchase Agreement 2.1. Bond Purchase Agreement. The Issuer agrees to issue, deliver and sell to each Purchaser up to $160,000 of the Bonds, in equal amounts of each maturity, if, as and when the Bonds are authorized to be issued. Each Purchaser agrees to purchase such Bonds from the Issuer, on or before March 1, 1988, if, as and when the Bonds are authorized to be issued. Unless all Purchasers otherwise in writing direct, the Bonds will be in typewritten form, and there will be a single bond for each maturity. 2.2. Price. Each Purchaser shall pay to the Issuer for the Bonds the par value thereof, up to $160,000, plus interest accrued, if any, from the date thereof to the date of the issuance, sale and delivery thereof to the Purchasers and payment therefor by the Purchasers. 2.3. Contract. This Agreement constitutes a contract within the meaning of the laws concerning interest rates applicable to the Issuer (Section 6602 of Chapter 17 of the Illinois Revised Statutes). The interest rate for the Bonds shall be 6.5% per annum. 2.4. Closing. Unless otherwise approved, each of the Purchasers shall purchase the Bonds at the Bond Registrar's principal office in Canton, Illinois, with not less than three days of notice from the Issuer. 2.5. Paying Agent and Bond Registrar. The Issuer will designate The National Bank of Canton, Canton, Illinois to perform the function of Paying Agent and Bond Registrar pursuant to and in accordance with the Bond Ordinance and the Bonds. 2.6. Conditions of Purchase of the Bonds. The obligation of the Purchasers to purchase the Bonds hereunder is conditioned upon: (1) receipt by the Purchasers of reasonable notice of the proposed date and time of purchase; (2) the fact that the representations and warranties of the Issuer contained or referred to in Section 1 hereof and in the Bond Ordinance are true and correct on and as of such date of purchase; (3) receipt by the Purchasers of the Bonds; (4) receipt by the Purchasers of a certified copy of the Bond Ordinance and of a fully executed copy of this Agreement; (5) receipt by the Purchasers of an opinion of Evans & Froehlich, Champaign, Illinois, as bond counsel, in a form acceptable to the Purchasers, to the effect that the Issuer is duly organized and validly existing under the Constitution and laws of the State of Illinois; that the Issuer has all necessary power and authority to participate in the transactions contemplated by the Bond Ordinance; that the Bonds are the Issuer's binding general obligations; and to the further effect that interest paid on the Bonds will be excludable from the gross income of the recipients thereof for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code") and that the Bonds are "qualified tax-exempt obligations" under Section 265(b)(3) of the Code; (6) receipt by the Purchasers of arbitrage certifications signed by an authorized officer of the Issuer, dated the date of such purchase and in form and substance satisfactory to the Purchasers, to the effect set forth in the Bond Ordinance with such revisions as may be required by bond counsel; and (7) receipt by the Purchasers of all other documents, opinions, including the opinion of the Issuer's corporation counsel, James H. Malmgren, Canton Illinois, and other showings it may reasonably request relating to (i) the existence of the Issuer, (ii) the authority for and validity of this Bond Purchase Agreement and the Bond Ordinance, and (iii) other matters relevant thereto, all in form and substance satisfactory to the Purchasers. (End of Article II) Article III Covenants 3.1. Reaffirmation. The Issuer reaffirms to and for the benefit of the Purchasers its covenants and agreements contained in the Bond Ordinance. 3.2. Investment Representations. Each Purchaser acknowledges that its business is that of a state or national bank, having substantial assets. In connection with its business, the Purchaser holds an extensive portfolio of investments and other securities. Each Purchaser has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of purchasing the Bonds. The Issuer has made available to the Purchasers during the course of the transactions and prior to the purchase of the Bonds the opportunity to ask questions and receive answers from it concerning the terms and conditions of the offering of the Bonds and to obtain any additional information relative to the financial data and business of the Issuer, to the extent that the Issuer can acquire it without unreasonable effort or expense. 3.3. Securities Registration. Each Purchaser understands that the Bonds have not been registered under the Securities Act of 1933, as amended, and that such registration is not legally required. The Purchasers will not engage in any transaction relative to the Bonds other than in compliance with applicable state and federal securities laws. (End of Article III) Article IV Miscellaneous 4.1. Notices. All notices, demands or other communications hereunder shall be in writing and shall be deemed to have been given when the same are (i) deposited in the United States mail and sent by registered or certified mail, postage prepaid, return receipt requested, or (ii) delivered, in each case, to the Issuer and the Purchaser at the addresses set forth below or at such other address as each may designate by notice to the other: (1) if to the Issuer, at City of Canton, 210 East Chestnut Street, Canton, Illinois 61520-2797, Attention: Mayor; and (2) if to the Purchasers, at their principal offices in Canton, Illinois, Attention: President. 4.2. Term of Agreement. The term of this Agreement shall be until the termination of the Purchasers' obligations to purchase the Bonds hereunder or until the payment in full of the Bonds and any other amounts due to the Purchasers and the holders of the Bonds, whichever is later. 4.3. Copies of Certificates, Etc. Whenever the Issuer or any Purchaser is required to deliver notices, certificates, opinions, statements or other information hereunder or under the Bond Ordinance, each shall do so in such number of copies as the other or the Bond Ordinance shall reasonably specify or require. 4.4. No Waivers. No failure or delay by any Purchaser in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. 4.5. Governing Law. This Agreement and the Bonds shall be deemed to be a contract made under and shall be construed in accordance with and governed by the laws of the State of Illinois, including particularly as set forth in paragraph 2.3 hereof. 4.6. Changes, Waivers, etc. Neither this Agreement nor any provisions hereof may be changed, waived, discharged or terminated orally, except by an instrument in writing duly authorized and executed by each party against which enforcement of the change, waiver, discharge or termination is sought. 4.7. Counterparts. This Agreement may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. CITY OF CANTON, ILLINOIS By Mayor THE NATIONAL BANK OF CANTON, By Its President CANTON STATE BANK By Its President COMMUNITY BANK AND TRUST COMPANY By_ Its President CITY OF CANTON, ILLINOIS PAGE 1 $480,000.00 DECEMBER 1, 1988 ----------------------------------------------------------------------------- MONTH/YEAR PRINCIPAL INTEREST INTEREST FOR TOTAL PAYMENT TAX PAYMENT RATE EACH PAYMENT AMOUNT LEVY JUNE 1989 .0740 2.0 18,990.00 18,990.00 DECEMBER 1989 60,000.00 18,990.00 78,990.00 1988 JUNE 1990 .0750 2.0 16,770.00 16,770.00 114,750.00 DECEMBER 1990 60,000.00 16,770.00 76,770.00 1989 JUNE 1991 .0770 2.0 14,520.00 14,520.00 91,290.00 DECEMBER 1991 60,000.00 14,520.00 74,520.00 1990 JUNE 1992 .0790 2.0 12,210.00 12,210.00 86,730.00 DECEMBER 1992 60,000.00 12,210.00 72,210.00 1991 JUNE 1993 .0800 2.0 9,840.00 9,840.00 82,050.00 DECEMBER 1993 60,000.00 9,840.00 69,840.00 1992 JUNE 1994 .0815 2.0 7,440.00 7,440.00 77,280.00 DECEMBER 1994 60,000.00 7,440.00 67,440.00 1993 JUNE 1995 .0825 2.0 4,995.00 4,995.00 72,435.00 DECEMBER 1995 60,000.00 4,995.00 64,995.00 1994 JUNE 1996 .0840 2.0 2,475.00 2,475.00 67,470.00 DECEMBER 1996 60,000.00 2,475.00 62,475.00 1995 62,475.00 TOTALS 480,000.00 174,480.00 654,480.00 654,480.00 60,000.00 .0740 4,440.00 60,000.00 .0750 4,500.00 60,000.00 .0770 4,620.00 60,000.00 .0790 4,740.00 60,000.00 .0800 4,800.00 60,000.00 .0815 4,890.00 60,000.00 .0825 4,950.00 60,000.00 .0840 5,040.00 480,000.00