HomeMy WebLinkAboutORDINANCE - 2342 - 1/11/1994 - BONDS, GENERAL OBLIGATION SERIES 1994AN ORDINANCE providing for the issuance of $10,000,000 General
Obligation Bonds, Series 1994, of the Village of Elk Grove
Village, Cook and DuPage Counties, Illinois, and providing for the
levy and collection of a direct annual tax for the payment of the
principal of and interest on said bonds.
(the Bond Ordinance).
Trustee Rettbere moved and Trustee Johnson seconded
the motion that the Bond Ordinance as presented be adopted.
A Village Board discussion of the matter followed. During the Village Board
discussion, President Gallitano gave a public recital of the nature of the
matter, which included a reading of the title of the ordinance and statements (1) that the
ordinance provided for the issuance of general obligation bonds for the purpose of paying
the costs of certain Village projects and refunding certain outstanding general obligation
corporate purpose bonds, (2) that the bonds are issuable without referendum pursuant to the
home rule powers of the Village, (3) that the ordinance provides for the levy of taxes
sufficient to pay the bonds, and (4) that the ordinance provides many details for the bonds,
including tax-exempt status covenants, provision for terms and form of the bonds, and
appropriations.
The President directed that the roll be called for a vote upon the motion to adopt the
ordinance.
Upon the roll being called, the following Trustees voted AYE: Chernick.
Czarnik, Johnson, Petri, Rettberg, Tosto
and the following Trustees voted NAY:
WHEREUPON, the President declared the motion carried and the ordinance adopted,
and henceforth did approve and sign the same in open meeting, and did direct the Village
Clerk to record the same in full in the records of the Village Board of the Village of Elk
Grove Village, Cook and DuPage Counties, Illinois.
Other business was duly transacted at said meeting.
Upon motion duly made and carried, the meeting adjourned.
Patricia S. Smith
Village Clerk
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ORDINANCE NUMBER 2,m
4
AN ORDINANCE providing for the issuance of $10,000,000
General Obligation Bonds, Series 1994, of the Village of Elk
Grove Village, Cook and DuPage Counties, Illinois, and providing
for the levy and collection of a direct annual tax for the payment of
the principal of and interest on said bonds.
Adopted by the President and Board of
Trustees on the 11th day
of January 1994.
TABLE OF CONTENTS
SECTION
HEADING
PAGE
PREAMBLES.......................................................................................................1
SECTION 1.
DEFINITIONS....................................................................................
5
SECTION 2.
INCORPORATION OF PREAMBLES........................................................
7
SECTION 3.
DETERMINATION TO ISSUE BONDS .....................................................
7
SECTION 4.
BOND DETAILS.................................................................................
8
SECTION 5.
BOOK ENTRY PROVISIONS.................................................................
9
SECTION 6.
EXECUTION; AUTHENTICATION .......................................................11
SECTION 7.
OPTIONAL REDEMPTION..................................................................
12
SECTION 8.
REDEMPTION PROCEDURE................................................................
12
SECTION 9.
REGISTRATION AND EXCHANGE OR TRANSFER OF BONDS; PERSONS
TREATED AS OWNERS.....................................................................
16
SECTION 10.
FORM OF BOND...............................................................................
18
SECTION11.
TAX LEVY......................................................................................
25
SECTION 12.
FILING WITH COUNTY CLERKS. ................... .............. .......... -- ....
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SECTION 13.
SALE OF BONDS..............................................................................
27
SECTION 14.
CREATION OF FUNDS AND APPROPRIATIONS .....................................
28
SECTION 15.
NOT PRIVATE ACTIVITY BONDS ........................................................
30
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SECTION 16.
GENERAL ARBITRAGE COVENANTS ..................................................
31
SECTION 17.
REGISTERED FORM..........................................................................
34
SECTION 18.
FURTHER TAX COVENANTS.............................................................
34
SECTION 19.
QUALIFIED TAX-EXEMPT OBLIGATIONS ............................................
35
SECTION 20.
OPINION OF COUNSEL EXCEPTION ...................................................
36
SECTION 21.
REIMBURSEMENT............................................................................
36
SECTION 22.
RIGHTS AND DUTIES OF BOND REGISTRAR AND PAYING AGENT
......... 36
SECTION 23.
TAXES PREVIOUSLY LEVIED............................................................
37
SECTION 24.
DEFEASANCE..................................................................................
37
SECTION 25.
PUBLICATION OF ORDINANCE..........................................................
38
SECTION 26.
SUPERSEDER AND EFFECTIVE DATE ..................................................
39
ORDINANCE NUMBER 2342
AN ORDINANCE providing for the issuance of $10,000,000
General Obligation Bonds, Series 1994, of the Village of Elk
Grove Village, Cook and DuPage Counties, Illinois, and providing
for the levy and collection of a direct annual tax for the payment of
the principal of and interest on said bonds.
WHEREAS the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the
"Village") has a population in excess of 25,000 as determined by the last official census, and
pursuant to the provisions of Section 6 of Article VII of the Constitution of the State of
Illinois, the Village is a home rule unit and may exercise any power or perform any function
pertaining to its government and affairs including, but not limited to, the power to tax and to
incur debt; and
WHEREAS pursuant to the provisions of said Section 6, the Village has the power to
incur debt payable from ad valorem property tax receipts or from any other lawful source
and maturing within 40 years from the time it is incurred without prior referendum
approval; and
WHEREAS the Village Board has considered the needs of the Village and has
heretofore determined and does hereby determine that it is advisable, necessary and in the
best interests of the Village to acquire and construct capital improvements to the existing
infrastructure of the Village, including roads, water, sewers, police, and fire services, as is
described in pertinent portions of the Village capital improvement plan and program,
together with all lands or rights in land, appurtenances, mechanical or electrical or other
advisable equipment or services used or useful or incidental to such improvements (all of
such improvements to be the "1994 Program Improvements"); and
WHEREAS the estimated cost to the Village of the 1994 Program Improvements is the
sum of $200,000 plus any estimated available amount of interest earnings on said sum prior
to its expenditure; and
WHEREAS there are insufficient funds on hand and available to pay the costs of the
1994 Program Improvements, and it is necessary for that purpose that a sum to pay such
costs be borrowed at this time, and in evidence of such indebtedness, general obligation
bonds of the Village be issued in the principal amount of $200,000, more or less, and that
such indebtedness be incurred in accordance with the Act as hereinafter defined, and without
submitting the question of incurring such indebtedness to the electors of the Village for their
approval; and
WHEREAS the Village has heretofore issued the following outstanding and validly
subsisting and unpaid general obligations:
CORPORATE PURPOSE BONDS, SERIES 1985
Original Principal Amount: $9,750,000
Dated: May 1, 1985
Originally Due Serially: 1988-2007
Amount Refunded: $405,000
Bonds to Be Refunded Due December 1 as follows:
YEAR AMOUNT ($) RATE (%)
1996 405,000 6.60
which bonds are to be called for redemption on their December 1, 1995, Call Date at the
redemption price of par plus accrued interest (hereinafter the "1985 Bonds");
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GENERAL OBLIGATION BONDS, SERIES 1989
Original Principal Amount: $10,000,000
Dated: July 1, 1989
Originally Due Serially: 1990-2004
Amount Refunded: $1,945,000
Bonds to Be Refunded Due December 1 as follows:
YEAR AMOUNT ($) RATE (%)
1997 655,000 6.25
1998 700,000 6.30
1999 585,000 6.35
2001 5,000 6.45
which bonds are to be called for redemption on their June 1, 1997, Call Date at the
redemption price of par plus accrued interest (hereinafter the "1989 Bonds");
GENERAL OBLIGATION BONDS, SERIES 1991
Original Principal Amount: $10,000,000
Dated: November 1, 1991
Originally Due Serially: 1995-2012
Amount Refunded: $2,395,000
Bonds to Be Refunded Due December 1 as follows:
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YEAR AMOUNT ($) RATE (%)
1999
395,000
6.10
2000
415,000
6.10
2001
440,000
6.10
2002
465,000
6.10
2003
495,000
6.10
2004
185,000
6.10
which bonds are to be called for redemption on their December 1, 1998, Call Date at the
redemption price of par plus accrued interest (hereinafter the "1991 Bonds");
GENERAL OBLIGATION BONDS, SERIES 1992
Original Principal Amount: $10,000,000
Dated: September 15, 1992
Originally Due Serially: December 1, 1993-2006
Amount Refunded: $4,305,000
Bonds to Be Refunded Due December 1 as follows:
YEAR AMOUNT ($) RATE (%)
2002
1,040,000
5.00
2003
1,095,000
5.25
2004
1,155,000
5.40
2005
495,000
5.55
2006
520,000
5.70
which bonds are to be called for redemption on their December 1, 1999, Call Date at the
redemption price of par plus accrued interest (hereinafter the "1992 Bonds"); and
WHEREAS pursuant to the Act (as hereinafter defined), the Village is authorized to
issue general obligation bonds to accomplish the refunding (the "Refunding") of the 1985
Bonds, the 1989 Bonds, the 1991 Bonds and the 1992 Bonds, as aforesaid (collectively, the
"Prior Bonds"); and it is deemed necessary and desirable to provide for the issuance of
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approximately $10,000,000 aggregate original principal amount general obligation bonds
for such purpose and for the purpose of realizing such net debt service savings; and
WHEREAS the Village Board does hereby determine that it is advisable and in the best
interests of the Village to borrow $10,000,000 at this time pursuant to the Act for the
purpose of paying the costs of the Refunding and the 1994 Program Improvements and, in
evidence of such borrowing, issue its full faith and credit bonds in the principal amount of
$10,000,000;
NOW THEREFORE Be It Ordained by the President and Board of Trustees of the
Village of Elk Grove Village, Cook and DuPage Counties, Illinois, in the exercise of its
home rule powers, as follows:
Section 1. Definitions. In addition to such other words and terms used and defined
in this Ordinance, the following words and terms used in this Ordinance shall have the
following meanings, unless, in either case, the context or use clearly indicates another or
different meaning is intended:
"Act" means the Illinois Municipal Code, as supplemented and amended, and the home
rule powers of the Village under Section 6 of Article VII of the Illinois Constitution of
1970; and, in the event of conflict between the provisions of said code and home rule
powers, the home rule powers shall be deemed to supersede the provisions of said code.
"Bond" or "Bonds" means one or more, as applicable, of the $10,000,000 General
Obligation Bonds, Series 1994, authorized to be issued by this Ordinance.
"Bond Fund" means the Bond Fund established and defined in Section 14 of this
Ordinance.
"Bond Register" means the books of the Village kept by the Bond Registrar to
evidence the registration and transfer of the Bonds.
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"Bond Registrar" means American National Bank and Trust Company of Chicago,
Chicago, Illinois, a bank having trust powers, or a successor thereto or a successor
designated as Bond Registrar hereunder.
"County Clerks" means the County Clerks of The Counties of Cook and DuPage,
Illinois.
"Code" means the Internal Revenue Code of 1986.
"Depository" means Midwest Securities Trust Company, an Illinois limited trust
company, its successors, or a successor depository qualified to clear securities under
applicable state and federal laws.
"Escrow Agent" means American National Bank and Trust Company of Chicago,
Chicago, Illinois, a bank having trust powers, or a successor thereto or a successor
designated as Escrow Agent hereunder.
"Escrow Agreement" means the agreement by and between the Village and the Escrow
Agent as authorized in Section 14 hereof and set forth as Exhibit A.
"Ordinance" means this Ordinance, numbered as set forth on the title page hereof, and
passed by the Village Board on the 11th day of January 1994.
"Paying Agent" means American National Bank and Trust Company of Chicago,
Chicago, Illinois, a bank having trust powers, or a successor thereto or a successor
designated as Paying Agent hereunder.
"Pledged Taxes" means the taxes levied on the taxable property within the Village to
pay principal of and interest on the Bonds as made in Section 12 hereof.
"Prior Bonds" means the bonds of the Village described and defined as such in the
preambles to this Ordinance.
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"Refunding" means the refunding of the Prior Bonds from proceeds of the Bonds and
such other lawfully available funds of the Village as necessary.
"Tax-exempt" means, with respect to the Bonds, the status of interest paid and
received thereon as not includible in the gross income of the owners thereof under the Code
for federal income tax purposes except to the extent that such interest will be taken into
account in computing an adjustment used in determining the alternative minimum tax for
certain corporations, in computing the environmental tax imposed on certain corporations
and in computing the "branch profits tax" imposed on certain foreign corporations.
"Village" means the Village of Elk Grove Village, Cook and DuPage Counties,
Illinois.
"Village Board" means the President and Board of Trustees of the Village.
"1994 Program Improvements" means the Village capital expenditures as described
and defined as such in the preambles to this Ordinance.
Section 2. Incorporation of Preambles. The Village Board hereby finds that all of
the recitals contained in the preambles to this Ordinance are true, correct and complete and
does incorporate them into this Ordinance by this reference.
Section 3. Determination To Issue Bonds. It is necessary and in the best interests
of the Village to acquire and construct the 1994 Program Improvements and to provide for
the Refunding to achieve a net debt service savings, to be realized through the availability of
proceeds of the Bonds for the 1994 Program Improvements, to pay all related costs and
expenses incidental thereto, and to borrow money and issue the Bonds for such purposes. It
is hereby found and determined that such borrowing of money is necessary for the welfare
of the government and affairs of the Village, is for a proper public purpose or purposes and
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is in the public interest, and is authorized pursuant to the Act; and these findings and
determinations shall be deemed conclusive.
Section 4. Bond Details. For the purpose of providing for such costs, there shall
be issued and sold the Bonds in the principal amount of $10,000,000. The Bonds shall each
be designated "General Obligation Bond, Series 1994"; be dated January 1, 1994 (the "Dated
Date"); and shall also bear the date of authentication thereof. The Bonds shall be in fully
registered book -entry form (hereinafter "Book Entry Form"), shall be in denominations of
$5,000 or integral multiples thereof (but no single Bond shall represent principal maturing
on more than one date), shall be numbered consecutively in such fashion as shall be
determined by the Bond Registrar, and shall become due and payable (subject to right of
prior redemption) on December 1 of the years and in the amounts and bearing interest at the
rates percent per annum as follows:
YEAR
AMOUNT ($)
RATE (%)
1994
155,000
2.75
1995
120,000
3.10
1996
535,000
3.25
1997
770,000
3.45
1998
800,000
3.60
1999
1,070,000
3.80
2000
480,000
3.95
2001
505,000
4.00
2002
1,555,000
4.20
2003
1,625,000
4.35
2004
1,360,000
4.55
2005
500,000
4.70
2006
525,000
4.80
Each Bond shall bear interest from the later of its Dated Date as herein provided or
from 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 or duly provided for, such interest
(computed upon the basis of a 360 -day year of twelve 30 -day months) being payable on
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June 1 and December 1 of each year, commencing on June 1, 1994. Interest on each Bond
shall be paid by check or draft of the Paying Agent, payable upon presentation thereof in
lawful money of the United States of America, to the person in whose name such Bond is
registered at the close of business on the applicable Record Date (the "Record Date"), and
mailed to the registered owner of the Bond as shown in the Bond Registrar or at such other
address furnished in writing by such Registered Owner, or as otherwise may be agreed with
the Depository. The Record Date shall be the 15th day of the month preceding any regular
or other interest payment date occurring on the first day of any month and 15 days
preceding any interest payment date occasioned by the redemption of Bonds on other than
the first day of a month. The principal of or redemption price due on the Bonds shall be
payable in lawful money of the United States of America upon presentation thereof at the
principal corporate trust office of the Paying Agent in the City of Chicago, Illinois, or at
successor Paying Agent and locality.
Section S. Book Entry Provisions. The Bonds shall be initially issued in the form
of a separate single fully registered Bond for each of the maturities of the Bonds. Upon
initial issuance, the ownership of each such Bond shall be registered in the Bond Register in
the name of "Kray & Co.", or any successor thereto, as nominee of the Depository. All of
the outstanding Bonds from time to time shall be registered in the Bond Register in the name
of Kray & Co., as nominee of the Depository. The Treasurer of the Village and the Paying
Agent and Bond Registrar are authorized to execute and deliver on behalf of the Village
such letters to or agreements with the Depository as shall be necessary to effectuate such
book -entry system (any such letter or agreement being referred to herein as the
"Representation Letter"). Without limiting the generality of the authority given with respect
to entering into such Representation Letter, it may contain provisions relating to (a) payment
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procedures, (b) transfers of the Bonds or of beneficial interests therein, (c) redemption
notices and procedures unique to the Depository, (d) additional notices or communications,
and (e) amendment from time to time to conform with changing customs and practices with
respect to securities industry transfer and payment practices.
With respect to Bonds registered in the Bond Register in the name of Kray & Co., as
nominee of the Depository, the Treasurer and the Paying Agent and Bond Registrar shall
have no responsibility or obligation to any broker-dealer, bank or other financial institution
for which the Depository holds Bonds from time to time as securities depository (each such
broker-dealer, bank or other financial institution being referred to herein as a "Depository
Participant") or to any person on behalf of whom such a Depository Participant holds an
interest in the Bonds. Without limiting the meaning of the immediately preceding sentence,
the Village and the Paying Agent and Bond Registrar shall have no responsibility or
obligation with respect to (a) the accuracy of the records of the Depository, Kray & Co., or
any Depository Participant with respect to any ownership interest in the Bonds, (b) the
delivery to any Depository Participant or any other person, other than a registered owner of
a Bond as shown in the Bond Register, of any notice with respect to the Bonds, including any
notice of redemption, or (c) the payment to any Depository Participant or any other person,
other than a registered owner of a Bond as shown in the Bond Register, of any amount with
respect to principal of or interest on the Bonds. No person other than a registered owner of
a Bond as shown in the Bond Register shall receive a Bond certificate with respect to any
Bond. Upon delivery by the Depository to the Bond Registrar of written notice to the effect
that the Depository has determined to substitute a new nominee in place of Kray & Co., and
subject to the provisions hereof with respect to the payment of interest to the registered
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owners of Bonds at the close of business on the applicable record date, the name "Kray &
Co." in this Ordinance shall refer to such new nominee of the Depository.
In the event that (a) the Village determines that the Depository is incapable of
discharging its responsibilities described herein and in the Representation Letter, (b) the
agreement among the Village, the Paying Agent and Bond Registrar and the Depository
evidenced by the Representation Letter shall be terminated for any reason or (c) the Village
determines that it is in the best interests of the Village or of the beneficial owners of the
Bonds that they be able to obtain certificated Bonds, the Village shall notify the Depository
and the Depository Participants of the availability of Bond certificates, and the Bonds shall
no longer be restricted to being registered in the Bond Register in the name of Kray & Co.,
as nominee of the Depository. The Village may determine that the Bonds shall be registered
in the name of and deposited with a successor depository operating a book -entry system, as
may be acceptable to the Village, or such depository's agent or designee, but if the Village
does not select such alternate book -entry system, then the Bonds shall be registered in
whatever name or names registered owners of Bonds transferring or exchanging Bonds shall
designate, in accordance with the provisions hereof. Notwithstanding any other provision of
this Ordinance to the contrary, so long as any Bond is registered in the name of Kray & Co.,
as nominee of the Depository, all payments with respect to principal of and interest on such
Bond and all notices with respect to such Bond shall be made and given, respectively, in the
manner provided in the Representation Letter.
Section 6. Execution; Authentication, The Bonds shall be executed on behalf of
the Village by the manual or duly authorized facsimile signature of its President and attested
by the manual or duly authorized facsimile signature of its Village Clerk, as they may
determine, and shall have impressed or imprinted thereon the corporate seal or facsimile
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thereof of the Village. In case any such 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 purposes, the same as if such officer had remained
in office until delivery. All Bonds shall have thereon a certificate of authentication,
substantially in the form hereinafter set forth, duly executed by the Bond Registrar as
authenticating agent of the Village and showing the date of authentication. No Bond shall be
valid or obligatory for any purpose or be entitled to any security or benefit under this
Ordinance unless and until such certificate of authentication shall have been duly executed by
the Bond Registrar by manual signature, and such certificate of 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 it if signed by an authorized officer of the Bond Registrar, but it shall not be
necessary that the same officer sign the certificate of authentication on all of the Bonds
issued hereunder.
Section 7. Optional Redemption. Those of the Bonds due on or after December 1,
2001, are subject to redemption prior to maturity at the option of the Village, from any
available funds, in whole or in part, on any date on or after December 1, 2000, and if in
part, in any order of maturity as selected by the Village, and if less than an entire maturity,
in integral multiples of $5,000, selected by lot by the Bond Registrar as hereinafter
provided, at the redemption price of par plus accrued interest to the date fixed for
redemption.
Section 8. Redemption Procedure. The Village shall, at least 45 days prior to the
redemption date (unless a shorter time period shall be satisfactory to the Bond Registrar),
notify the Bond Registrar of such redemption date and of the maturities and principal
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amounts of Bonds to be redeemed. For purposes of any redemption of less than all of the
Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall
be selected by lot not more than 60 days prior to the redemption date by the Bond Registrar
for the Bonds of such maturity by such method of lottery as the Bond Registrar shall deem
fair and appropriate; provided, however, that such lottery shall provide for the selection for
redemption of Bonds or portions thereof so that any $5,000 Bond or $5,000 portion of a
Bond shall be as likely to be called for redemption as any other such $5,000 Bond or $5,000
portion.
The Bond Registrar shall promptly notify the Village and the Paying Agent in writing
of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond
selected for partial redemption, the principal amount thereof to be redeemed.
Unless waived by the registered owner of Bonds to be redeemed, official notice of any
such redemption shall be given by the Bond Registrar on behalf of the Village by mailing the
redemption notice by registered or certified mail not less than 30 days and not more than 60
days prior to the date fixed for redemption to each registered owner of the Bond or Bonds
to be redeemed at the address shown on the Bond Register or at such other address as is
furnished in writing by such registered owner to the Bond Registrar.
All official notices of redemption shall include the full name of the Bonds and at least
the information as follows:
(a) the redemption date;
(b) the redemption price;
(c) if less than all of the outstanding Bonds of a particular maturity are to be
redeemed, the identification (and, in the case of partial redemption of Bonds within
such maturity, the respective principal amounts) of the Bonds to be redeemed;
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(d) a statement 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 from and after said date; and
(e) the place where such Bonds are to be surrendered for payment of the
redemption price, which place of payment shall be the principal corporate trust office
of the Paying Agent.
Prior to any redemption date, the Village shall deposit with the Paying Agent an
amount of money sufficient to pay the redemption price of all the Bonds or portions of
Bonds which are to be redeemed on that date.
Official notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds 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 Village shall
default in the payment of the redemption price), such Bonds or portions of Bonds shall cease
to bear interest. Neither the failure to mail such redemption notice, nor any defect in any
notice so mailed, to any particular registered owner of a Bond, shall affect the sufficiency of
such notice with respect to other registered owners. Notice having been properly given,
failure of a registered owner of a Bond to receive such notice shall not be deemed to
invalidate, limit or delay the effect of the notice or redemption action described in the
notice. Such notice may be waived in writing by a registered owner of a Bond entitled to
receive such notice, either before or after the event, and such waiver shall be the equivalent
of such notice. Waivers of notice by registered owners shall be filed with the Bond
Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
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Such additional notice and information as may be agreed upon with the Depository
shall also be given so long as the Bonds are held by the Depository.
Upon surrender of such Bonds for redemption in accordance with said notice, such
Bonds shall be paid by the Paying Agent at the redemption price. The procedure for the
payment of interest due as part of the redemption price shall be as herein provided for
payment of interest otherwise due. Upon surrender for any partial redemption of any Bond,
there shall be prepared for the registered owner a new Bond or Bonds of like tenor, of
authorized denominations, of the same maturity, and bearing the same rate of interest in the
amount of the unpaid principal.
If any Bond or portion of a Bond called for redemption shall not be so paid upon
surrender thereof for redemption, the principal shall, until paid or duly provided for, bear
interest from the redemption date at the rate borne by the Bond or portion of Bond so called
for redemption. All Bonds which have been redeemed shall be cancelled and destroyed by
the Bond Registrar and shall not be reissued.
In addition to the foregoing notice, further notice shall be given by the Bond Registrar
on behalf of the Village as set out below, but no defect in said further notice nor any failure
to give all or any portion of such further notice shall in any manner defeat the effectiveness
of a call for redemption if notice thereof is given as above prescribed.
Each further notice of redemption given hereunder shall contain the information
required above for an official notice of redemption plus (a) the CUSIP numbers of all Bonds
being redeemed; (b) the date of issue of the Bonds as originally issued; (c) the rate of
interest borne by each Bond being redeemed; (d) the maturity date of each Bond being
redeemed; and (e) any other descriptive information needed to identify accurately the Bonds
being redeemed.
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Each further notice of redemption shall be sent at least 35 days before the redemption
date by registered or certified mail or overnight delivery service to all registered securities
depositories then in the business of holding substantial amounts of obligations of types
comprising the Bonds (such depositories now including Depository Trust Company of New
York, New York, Midwest Securities Trust Company of Chicago, Illinois, and Depository
Trust Company of Philadelphia, Pennsylvania) and to one or more national information
services, chosen in the discretion of the Bond Registrar, that disseminate notice of
redemption of obligations such as the Bonds.
Upon the payment of the redemption price of Bonds being redeemed, each check or
other transfer of funds issued for such purpose shall bear the CUSIP number identifying, by
issue and maturity, the Bonds being redeemed with the proceeds of such check or other
transfer.
As part of their respective duties hereunder, the Bond Registrar and Paying Agent
shall prepare and forward to the Village a statement as to notice given with respect to each
redemption together with copies of the notices as mailed and published.
Section 9. Registration and Exchange or Transfer of Bonds; Persons Treated as
Owners. The Village shall cause books (the "Bond Register") for the registration and for
the transfer of the Bonds as provided in this Ordinance to be kept at the principal corporate
trust office of the Bond Registrar in the City of Chicago, Illinois, which is hereby
constituted and appointed the registrar of the Village for the Bonds. The Village is
authorized to prepare, and the Bond Registrar or such other agent as the Village may
designate shall keep custody of, multiple Bond blanks executed by the Village for use in the
transfer and exchange of Bonds.
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Any Bond may be transferred or exchanged, but only in the manner, subject to the
limitations, and upon payment of the charges as set forth in this Ordinance. Upon surrender
for transfer or exchange of any Bond at the principal corporate trust office of the Bond
Registrar, duly endorsed by or accompanied by a written instrument or instruments of
transfer or exchange in form satisfactory to the Bond Registrar and duly executed by the
registered owner or an attorney for such owner duly authorized in writing, the Village shall
execute and the Bond Registrar shall authenticate, date and deliver in the name of the
transferee or transferees or, in the case of an exchange, the registered owner, a new fully
registered Bond or Bonds of like tenor, of the same maturity, bearing the same interest rate,
of authorized denominations, for a like aggregate principal amount.
The Bond Registrar shall not be required to transfer or exchange any Bond during the
period from the close of business on the Record Date for an interest payment to the opening
of business on such interest payment date or during the period of 15 days preceding the
giving of notice of redemption of Bonds or to transfer or exchange any Bond all or a
portion of which has been called for redemption.
The execution by the Village of any fully registered Bond shall constitute full and due
authorization of such Bond, and the Bond Registrar shall thereby be authorized to
authenticate, date and deliver such Bond; provided, however, that the principal amount of
Bonds of each maturity authenticated by the Bond Registrar shall not at any one time exceed
the authorized principal amount of Bonds for such maturity less the amount of such Bonds
which have been paid.
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 principal of or interest on
any Bond shall be made only to or upon the order of the registered owner thereof or his
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legal representative. All such payments shall be valid and effectual to satisfy and discharge
the liability upon such Bond to the extent of the sum or sums so paid.
No service charge shall be made for any transfer or exchange of Bonds, but the
Village or the Bond Registrar may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any transfer or exchange
of Bonds.
Section 10. Form of Bond. The Bonds shall be in substantially the form hereinafter
set forth; provided, however, that if the text of the Bonds is to be printed in its entirety on
the front side of the Bonds, then the second paragraph on the front side and the legend "See
Reverse Side for Additional Provisions" shall be omitted and the text of paragraphs set forth
for the reverse side shall be inserted immediately after the first paragraph.
M
[FORM OF BOND - FRONT SIDE]
REGISTERED
NO.
UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTIES OF COOK AND DUPAGE
VILLAGE OF ELK GROVE VILLAGE
GENERAL OBLIGATION BOND, SERIES 1994
See Reverse Side for
Additional Provisions.
Interest Maturity
Rate: Date: December 1,
Registered Owner:
Principal Amount:
Dated
Date: January 1, 1994
REGISTERED
CUSIP:
Dollars
KNOW ALL PERSONS BY THESE PRESENTS that the Village of Elk Grove Village,
Cook and DuPage Counties, Illinois, a municipality, home rule unit, and political subdivision
of the State of Illinois (the "Village"), 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 (subject to right of prior
redemption as hereinafter stated), 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 Dated Date of this Bond identified above or from the most
recent interest payment date to which interest has been paid or duly provided for, at the
Interest Rate per annum identified above, such interest to be payable on June 1 and
December 1 of each year, commencing June 1, 1994, until said Principal Amount is paid or
duly provided for. The principal of or redemption price on this Bond is payable in lawful
50
money of the United States of America upon presentation hereof at the principal corporate
trust office of American National Bank and Trust Company of Chicago, in the City of
Chicago, Illinois, as paying agent (the "Paying Agent'). Payment of interest shall be made
to the Registered Owner hereof as shown on the registration books of the Village maintained
by American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois,
as bond registrar (the "Bond Registrar"), at the close of business on the applicable Record
Date (the "Record Date"). The Record Date shall be the 15th day of the month preceding
any regular or other interest payment date occurring on the first day of any month and 15
days preceding any interest payment date occasioned by the redemption of Bonds on other
than the first day of a month. Interest shall be paid by check or draft of the Paying Agent,
payable upon presentation in lawful money of the United States of America, 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 as
otherwise agreed by the Village and the Bond Registrar for so long as this Bond is held by
Midwest Securities Trust Company, Chicago, Illinois, the Depository, or nominee, in book -
entry only form as provided for same.
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 the
Constitution and Laws of the State of Illinois to exist or to be done precedent to and in the
issuance of this Bond, including the authorizing Act, have existed and have been properly
done, happened and been performed in regular and due form and time as required by law;
that the indebtedness of the Village, represented by the Bonds, and including all other
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indebtedness of the Village, howsoever evidenced or incurred, does not exceed any
constitutional or statutory or other lawful limitation; and that provision has been made for
the collection of a direct annual tax, in addition to all other taxes, on all of the taxable
property in the Village sufficient to pay the interest hereon as the same falls due and also to
pay and discharge the principal hereof at maturity.
THE VILLAGE HAS DESIGNATED THIS BOND AS A "QUALIFIED TAX-EXEMPT
OBLIGATION" PURSUANT TO SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF
1986.
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 Village of Elk Grove Village, Cook and DuPage Counties,
Illinois, by its President and Board of Trustees, has caused this Bond to be executed by the
manual or duly authorized facsimile signature of its President and attested by the manual or
duly authorized facsimile signature of its Village Clerk and its corporate seal or a facsimile
thereof to be impressed or reproduced hereon, all as appearing hereon and as of the Dated
Date identified above.
ATTEST:
Patricia S. Smith
Village Clerk, Village of Elk Grove Village
Cook and DuPage Counties, Illinois
[SEAL]
Dennis J. Gallitano
President, Village of Elk Grove Village
Cook and DuPage Counties, Illinois
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Date of Authentication:
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within -mentioned Ordinance and is one
of the General Obligation Bonds, Series 1994, having a Dated Date of January 1, 1994, of
the Village of Elk Grove Village, Cook and DuPage Counties, Illinois.
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO, as Bond Registrar
LM
Bond Registrar and Paying Agent:
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
Chicago, Illinois
Authorized Officer
[FORM OF BOND - REVERSE SIDE]
This bond is one of a series of bonds (the "Bonds") in the aggregate principal amount
of $10,000,000 issued by the Village for the purpose of paying the costs of the 1994
Program Improvements and of a certain Refunding of bonds, and of paying expenses
incidental thereto, all as described and defined in the ordinance authorizing the Bonds (the
"Ordinance"), pursuant to and in all respects in compliance with the applicable provisions of
the Illinois Municipal Code, as supplemented and amended, and as further supplemented and,
where necessary, superseded, by the powers of the Village as a home rule unit under the
provisions of Section 6 of Article VII of the Illinois Constitution of 1970, (such code and
powers being the "Act"), and with the Ordinance, which has been duly passed by the
President and Board of Trustees of the Village, approved by the President, and published, in
all respects as by law required.
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Subject to the provisions relating to this Bond remaining in Book Entry Form, this
Bond may be transferred or exchanged, but only in the manner, subject to the limitations,
and upon payment of the charges as set forth in the Ordinance. Upon surrender for transfer
or exchange of this Bond at the principal corporate trust office of the Bond Registrar in the
City of Chicago, Illinois, duly endorsed by or accompanied by a written instrument or
instruments of transfer or exchange in form satisfactory to the Bond Registrar and duly
executed by the Registered Owner or an attorney for such owner duly authorized in writing,
the Village shall execute and the Bond Registrar shall authenticate, date and deliver in the
name of the transferee or transferees or, in the case of an exchange, the Registered Owner, a
new fully registered Bond or Bonds of like tenor, of the same maturity, bearing the same
interest rate, of authorized denominations, for a like aggregate principal amount.
The Bond Registrar shall not be required to transfer or exchange any Bond during the
period from the close of business on the Record Date for an interest payment to the opening
of business on such interest payment date or during the period of 15 days preceding the
giving of notice of redemption of Bonds or to transfer or exchange any Bond all or a
portion of which has been called for redemption.
Those of the Bonds due on or after December 1, 2001, are subject to redemption
prior to maturity at the option of the Village, from any available funds, in whole or in part,
on any date on or after December 1, 2000, and if in part, in any order of maturity as
selected by the Village, and if less than an entire maturity, in integral multiples of $5,000,
selected by lot by the Bond Registrar as hereinafter provided, at the redemption price of par
plus accrued interest to the date fixed for redemption.
Unless waived by the Registered Owner of Bonds to be redeemed, notice of any such
redemption shall be given by the Bond Registrar on behalf of the Village by mailing the
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redemption notice by registered or certified mail not less than 30 days and not more than 60
days prior to the date fixed for redemption to each Registered Owner of the Bond or Bonds
to be redeemed at the address shown on the Bond Register or at such other address as is
furnished in writing by such Registered Owner to the Bond Registrar. Neither the failure to
mail such redemption notice, nor any defect in any notice so mailed, to any particular
Registered Owner of a Bond, shall affect the sufficiency of such notice with respect to other
Registered Owners. Notice having been properly given, failure of a Registered Owner of a
Bond to receive such notice shall not be deemed to invalidate, limit or delay the effect of the
notice or redemption action described in the notice. Such notice may be waived in writing
by a Registered Owner of a Bond entitled to receive such notice, either before or after the
event, and such waiver shall be the equivalent of such notice. Notice of redemption having
been given as aforesaid, the Bonds or portions of Bonds 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 Village shall default in the payment of the redemption
price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such
Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond
Registrar at the redemption price. The procedure for the payment of interest due as part of
the redemption price shall be as herein provided for payment of interest otherwise due.
Upon surrender for any partial redemption of any Bond, there shall be prepared for the
Registered Owner a new Bond or Bonds of like tenor, of authorized denominations, of the
same maturity, and bearing the same rate of interest in the amount of the unpaid principal.
The Village, the Bond Registrar and the Paying Agent 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 for all other purposes, and
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the Village, the Bond Registrar and the Paying Agent shall not be affected by any notice to
the contrary.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Here insert Social Security Number,
Employer Identification Number or
other Identifying Number
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
as 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 transfer and 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 11. Tax Levy. For the purpose of providing funds required to pay the
interest on the Bonds promptly when and as the same falls due, and to pay and discharge the
principal thereof at maturity, there is hereby levied upon all of the taxable property within
the Village, in the years for which any of the Bonds are outstanding, a direct annual tax
sufficient for that purpose; and there is hereby levied on all of the taxable property in the
Village, in addition to all other taxes, the following direct annual taxes (the Pledged Taxes as
hereinabove defined):
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FOR THE YEAR A TAX SUFFICIENT TO PRODUCE THE DOLLAR SUM OF:
1993
$ NONE
for interest and principal up to and
including December 1, 1994 [provision
being made for such taxes from the
unabated taxes levied for the year 1993
for the Prior Bonds]
1994
$189,526.73
for interest and principal up to and
including December 1, 1995
1995
$184,679.23
for interest and principal
1996
$185,489.23
for interest and principal
1997
$186,926.73
for interest and principal
1998
$183,064.23
for interest and principal
1999
$183,619.23
for interest and principal
2000
$182,819.23
for interest and principal
2001
$185,056.73
for interest and principal
2002
$187,239.23
for interest and principal
2003
$187,426.73
for interest and principal
2004
$190,839.23
for interest and principal
2005
$190,279.23
for interest and principal
The Pledged Taxes and other moneys on deposit in the Bond Fund shall be applied to
pay the principal of and interest on the Bonds.
Interest or principal coming due at any time when there are insufficient funds on hand
from the Pledged Taxes to pay the same shall be paid promptly when due from current
funds on hand in advance of the collection of the Pledged Taxes herein levied; and when the
Pledged Taxes shall have been collected, reimbursement shall be made to said funds in the
amount so advanced. The Village covenants and agrees with the purchasers and registered
owners of the Bonds that so long as any of the Bonds remain outstanding, the Village will
take no action or fail to take any action which in any way would adversely affect the ability
of the Village to levy and collect the foregoing tax levy. The Village and its officers will
comply with all present and future applicable laws in order to assure that the Pledged Taxes
may be levied, extended and collected as provided herein and deposited into the Bond Fund.
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Whenever other funds from any lawful source are made available for the purpose of
paying any principal of or interest on the Bonds so as to enable the abatement of the taxes
levied herein for the payment of same, the Village Board shall, by proper proceedings,
direct the deposit of such funds into the Bond Fund and further shall direct the abatement of
the taxes by the amount so deposited. A certified copy or other notification of any such
proceedings abating taxes may then be filed with the County Clerks in a timely manner to
effect such abatement.
Section 12. Filing with County Clerks. Promptly, as soon as this Ordinance
becomes effective, a copy hereof, certified by the Village Clerk of the Village, shall be filed
with the County Clerks; and said County Clerks shall in and for each of the years 1994 to
2005, inclusive, ascertain the rate percent required to produce the aggregate tax
hereinbefore provided to be levied in each of said years; and said County Clerks shall extend
the same for collection on the tax books in connection with other taxes levied in said years in
and by the Village for general corporate purposes of the Village; and in said years such
annual tax shall be levied and collected by and for and on behalf of the Village in like
manner as taxes for general corporate purposes for said years are levied and collected, and
in addition to and in excess of all other taxes.
Section 13. Sale of Bonds. The Bonds shall be executed as in this Ordinance
provided as soon after the passage hereof as may be, shall be deposited with the Village
Treasurer, and shall be by the Treasurer delivered to the purchasers thereof, namely, First
Chicago Capital Markets, Inc., Chicago, Illinois, upon payment of the purchase price agreed
upon, the same being not less than $9,030,000.00 plus accrued interest to date of delivery.
The contract for the sale of the Bonds to the purchasers, as evidenced by the Bond Purchase
Agreement, in form as submitted to and presented to the Village Board at this meeting, as
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executed by the purchasers, is hereby in all respects approved and confirmed, and the
officer(s) of the Village designated therein are authorized and directed to execute the
agreement on behalf of the Village, it being hereby declared that no person holding any
office of the Village, either by election or appointment, is in any manner interested, either
directly or indirectly, in his own name or the name of any other person, association, trust or
corporation, in such contract for the sale of the Bonds to such purchasers.
The Preliminary Official Statement of the Village, relating to the Bonds, heretofore
presented to the Village Board is hereby ratified and approved. The Official Statement of
the Village, dated December 16, 1993, also presented (the "Official Statement"), is hereby
ratified, approved and authorized, and the purchasers are hereby authorized on behalf of the
Village to distribute copies of the Official Statement to the ultimate purchasers of the Bonds.
Such officer or officers of the Village as are designated therein are hereby authorized
to execute and deliver the Official Statement on behalf of the Village.
Section 14. Creation of Funds and Appropriations.
A. There is hereby created the "General Obligation Bonds, Series 1994, Bond
Fund" (the "Bond Fund"), which shall be the fund for the payment of principal of and
interest on the Bonds.
B. The Pledged Taxes shall either be deposited into the Bond Fund and used solely
and only for paying the principal of and interest on the Bonds or be used to reimburse a
fund or account from which advances to the Bond Fund may have been made to pay
principal of or interest on the Bonds prior to receipt of Pledged Taxes. Interest income or
investment profit earned in the Bond Fund shall be retained in the Bond Fund for payment
HE
of the principal of or interest on the Bonds on the interest payment date next after such
interest or profit is received or, to the extent lawful and as determined by the Village Board,
transferred to such other fund as may be determined. The Village hereby pledges, as equal
and ratable security for the Bonds, all present and future proceeds of the Pledged Taxes for
the sole benefit of the registered owners of the Bonds, subject to the reserved right of the
Village Board to transfer certain interest income or investment profit earned in the Bond
Fund to other funds of the Village, as described in the preceding sentence.
C. The amount necessary from the proceeds of the Bonds shall be used to pay costs
of issuance of the Bonds and shall to the fullest extent possible be totally paid by the
Underwriters from Bond proceeds at closing or (if and only if necessary) deposited into a
separate fund, hereby created, designated the "Expense Fund". Such payments by the
Underwriters or any disbursements from such fund shall be made from time to time as
necessary. Any excess in said fund shall be deposited into the Project Fund hereinafter
created after six months from the date of issuance of the Bonds.
D. The sum of principal proceeds of the Bonds as is necessary, together with such
money in the debt service funds for the Prior Bonds as may be advisable for the purpose,
shall be used to provide for the Refunding. Amounts for the Refunding, including the
payment of such expenses as may be designated, shall be administered pursuant to the
provisions of an Escrow Agreement with the Escrow Agent as is designated, all in
accordance with the provisions of an Escrow Agreement, substantially in the form attached
hereto as Exhibit A to this Ordinance, made a part hereof by this reference, and hereby
approved; the officers appearing signatory to such Escrow Agreement are hereby authorized
and directed to execute same, their execution to constitute conclusive proof of action in
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accordance with this Ordinance, and approval of all completions or revisions necessary or
appropriate to effect the Refunding.
E. Accrued interest on the Bonds plus the remaining principal proceeds of the
Bonds shall be set aside in a separate fund, hereby created, and designated as the "1994
Project Fund" (the "Project Fund"), hereby created as the fund to provide for the receipt
and disbursement of proceeds of the Bonds for the 1994 Program Improvements.
Alternatively, the Treasurer may allocate such remaining proceeds to one or more related
project funds of the Village already in existence; provided, however, that this shall not
relieve the Treasurer of the duty to account for the proceeds as herein provided. (Any such
one or more funds shall also be referred to hereinafter, collectively, as the "Project Fund".)
The Village Board reserves the right, as it becomes necessary from time to time, to revise
the list of expenditures hereinabove set forth, to change priorities, to revise cost allocations
between expenditures and to substitute projects, in order to meet current needs of the
Village; subject, however, to the tax covenants set forth herein.
Section 15. Not Private Activity Bonds. None of the Bonds is a "private activity
bond" as defined in Section 141(a) of the Code. In support of such conclusion, the Village
certifies, represents and covenants as follows:
A. None of the proceeds of the Bonds is to be used, directly or indirectly,
and none of the proceeds of the Prior Bonds was used, directly or indirectly, in any
trade or business carried on by any person other than a state or local governmental
unit. The Prior Bonds (and all bonds refunded with proceeds of the Prior Bonds)
were issued for the purpose, and the Prior Bonds and further refunded bond proceeds
(except refunding proceeds, if any) were properly and fully expended for the purpose
of paying the costs of capital improvements to the essential governmental purpose
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systems of the Village, including water, sewer, street, lighting, parks and recreation,
police and fire prevention systems (collectively, such systems being the
"Infrastructure").
B. No direct or indirect payments are to be made on any Bond with respect
to any private business use by any person other than a state or local governmental
unit.
C. None of the proceeds of the Bonds is to be used, and none of the proceeds
of the Prior Bonds was used, directly or indirectly, to make or finance loans to
persons other than a state or local governmental unit.
D. No user of the 1994 Program Improvements or the Infrastructure other
than the Village or another governmental unit will use the same on any basis other
than the same basis as the general public; and no person other than the Village or
another governmental unit will be a user of the 1994 Program Improvements or the
Infrastructure as a result of (i) ownership or (ii) actual or beneficial use pursuant to a
lease, a management or incentive payment contract, or (iii) any other arrangement.
Section 16. General Arbitrage Covenants. The Village represents and certifies as
follows with respect to the Bonds:
A. With respect to the 1994 Program Improvements portion of the proceeds
of the Bonds (the "Project Portion"), the Village has heretofore incurred, or within
six months after delivery of the Bonds expects to incur, substantial binding obligations
to be paid for with money received from the sale of the Bonds, said binding
obligations comprising binding contracts for the 1994 Program Improvements in not
less than the amount of $100,000.
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B. More than 85% of the proceeds of the Project Portion of the Bonds will
be expended on or before January 1, 1997, for the purpose of paying the costs of the
1994 Program Improvements, said date being within three years following the date of
issue of the Bonds.
C. All of the principal proceeds of the Project Portion of the Bonds, and
investment earnings thereon, will be used, needed and expended for the purpose of
paying the costs of the 1994 Program Improvements, including expenses incidental
thereto.
D. Work on the 1994 Program Improvements is expected to proceed with
due diligence to completion.
E. Except for the Bond Fund, the Village has not created or established and
will not create or establish any sinking fund, reserve fund or any other similar fund to
provide for the payment of the Bonds. The Bond Fund has been established and will
be funded in a manner primarily to achieve a proper matching of revenues and debt
service, and will be depleted at least annually to an amount not in excess of 1/12th the
particular annual debt service on the Bonds. Money deposited into the Bond Fund will
be spent within a 13 -month period beginning on the date of deposit, and investment
earnings in the Bond Fund will be spent or withdrawn from the Bond Fund within a
one-year period beginning on the date of receipt.
F. Amounts of money related to the Bonds required to be invested at a yield
not materially higher than the yield on the Bonds, as determined pursuant to such tax
certifications or agreements as the Village officers may make in connection with the
issuance of the Bonds, shall be so invested; and appropriate Village officers are hereby
authorized to make such investments.
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G. The Village has not been notified of any disqualification or proposed
disqualification of it by the Commissioner of the Internal Revenue Service as a bond
issuer which may certify bond issues under Treasury Regulations Section 1.103-13
(a)(2)(ii) (1979).
The Village further certifies and covenants as follows with respect to the requirements
of Section 148(f) of the Code, relating to the rebate of "excess arbitrage profits" (the
"Rebate Requirement") to the United States:
H. Unless an applicable exception to the Rebate Requirement is available to
the Village, the Village will meet the Rebate Requirement.
I. Relating to applicable exceptions, the Treasurer or the Village President
is hereby authorized to make such elections under the Code as either such officer shall
deem reasonable and in the best interests of the Village. If such election may result in
a "penalty in lieu of rebate" as provided in the Code, and such penalty is incurred (the
"Penalty"), then the Village shall pay such Penalty.
J. The officers of the Village shall cause to be established, at such time and
in such manner as they may deem necessary or appropriate hereunder, a "General
Obligation Bonds, Series 1994, Rebate [or Penalty, if applicable] Fund" (the "Rebate
Fund" ) for the Bonds, and such officers shall further, not less frequently than
annually, cause to be transferred to the Rebate Fund the amount determined to be the
accrued liability under the Rebate Requirement or Penalty. Said officers shall cause to
be paid to the U.S., without further order or direction from the Village Board, from
time to time as required, amounts sufficient to meet the Rebate Requirement or to pay
the Penalty.
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K. Interest earnings in the Project Fund and the Bond Fund are hereby
authorized to be transferred, without further order or direction from the Village
Board, from time to time as required, to the Rebate Fund for the purposes herein
provided; and proceeds of the Bonds and other funds of the Village are also hereby
authorized to be used to meet the Rebate Requirement or to pay the Penalty, but only
if necessary after application of investment earnings as aforesaid and only as
appropriated by the Village Board.
The Village also certifies and further covenants with the purchasers and registered
owners of the Bonds from time to time outstanding that moneys on deposit in any fund or
account in connection with the Bonds, whether or not such moneys were derived from the
proceeds of the sale of the Bonds or from any other source, will not be used in a manner
which will cause the Bonds to be "arbitrage bonds" within the meaning of Code Section 148
and any lawful regulations promulgated thereunder, as the same presently exist or may from
time to time hereafter be amended, supplemented or revised.
Section 17, Registered Form. The Village recognizes that Section 149 of the Code
requires the Bonds to be issued and to remain in fully registered form in order to be and
remain Tax-exempt. In this connection, the Village agrees that it will not take any action to
permit the Bonds to be issued in, or converted into, bearer or coupon form.
Section 18. Further Tax Covenants. The Village agrees to comply with all
provisions of the Code which, if not complied with by the Village, would cause the Bonds
not to be Tax-exempt. In furtherance of the foregoing provisions, but without limiting their
generality, the Village agrees: (a) through its officers, to make such further specific
covenants, representations as shall be truthful, and assurances as may be necessary or
advisable; (b) to comply with all representations, covenants and assurances contained in
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certificates or agreements as may be prepared by counsel approving the Bonds; (c) to consult
with such counsel and to comply with such advice as may be given; (d) to file such forms,
statements and supporting documents as may be required and in a timely manner; and (e) if
deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial
advisors, attorneys and other persons to assist the Village in such compliance.
Section 19. Qualified Tax-exempt Obligations. The Village recognizes the
provisions of Section 265(b)(3) of the Code which provide that a "qualified tax-exempt
obligation" as therein defined may be treated by certain financial institutions as if it were
acquired on August 7, 1986, for certain purposes. The Village further recognizes that a
portion of the Bonds may be "deemed designated" under said Section, and, as to all Bonds
not so "deemed designated," the Village hereby designates each of such Bonds as may be
from time to time outstanding for purposes of Section 265(b)(3) of the Code as a "qualified
tax-exempt obligation" as provided therein. In support of such designation, the Village
certifies, represents and covenants as follows:
A. None of the Bonds is a "private activity bond" as defined in
Section 141(a) of the Code.
B. Including the Bonds (herein designated), the Village (including any
entities subordinate thereto) has not and does not reasonably expect to issue in excess
of $10,000,000 in Tax-exempt obligations during calendar year 1994.
C. Including the Bonds (herein designated), not more than $10,000,000 of
obligations issued by the Village (including any entities subordinate thereto) during
the calendar year 1994 have been to date or will be designated by the Village for
purposes of said Section 265(b)(3).
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Section 20. Opinion of Counsel Exception. The Village reserves the right to use or
invest moneys in connection with the Bonds in any manner, or to treat with or use the 1994
Program Improvements in any manner, notwithstanding the tax -related covenants set forth
in Sections 15 through 19 herein, provided, that it shall first have received an opinion from
an attorney or a firm of attorneys of nationally recognized standing as bond counsel to the
effect that such use or investment as contemplated is valid and proper under applicable law
and this Ordinance and that such use or investment will not adversely affect either the Tax-
exempt or "qualified tax-exempt obligation" status of the Bonds.
Section 21. Reimbursement. None of the proceeds of the Project Portion will be
used to pay, directly or indirectly, in whole or in part, for an expenditure that has been paid
by the Village prior to the date hereof except architectural or engineering costs incurred
prior to commencement of any of the 1994 Program Improvements or expenditures for
which an intent to reimburse has been properly declared under Treasury Regulations Section
1.103-18. This Ordinance is in itself a declaration of official intent under applicable
Treasury Regulations as to all costs of the 1994 Program Improvements paid after the date
hereof and prior to issuance of the Bonds.
Section 22. Rights and Duties of Bond Registrar and Paying Agent. If requested by
the Bond Registrar or the Paying Agent, or both, any officer of the Village is authorized to
execute standard forms of agreements between the Village and the Bond Registrar or Paying
Agent with respect to the obligations and duties of the Bond Registrar or Paying Agent
hereunder. In addition to the terms of such agreements and subject to modification thereby,
the Bond Registrar and Paying Agent by acceptance of duties hereunder agree:
(a) to act as bond registrar, paying agent, authenticating agent, and transfer
agent as provided herein;
1011
(b) as to the Bond Registrar, to maintain a list of Bondholders as set forth
herein and to furnish such list to the Village upon request, but otherwise to keep such
list confidential to the extent permitted by law;
(c) as to the Bond Registrar, to cancel and/or destroy Bonds which have been
paid at maturity or upon redemption or submitted for exchange or transfer;
(d) as to the Bond Registrar, to furnish the Village at least annually a
certificate with respect to Bonds cancelled and/or destroyed; and
(e) to furnish the Village at least annually an audit confirmation of Bonds
paid, Bonds outstanding and payments made with respect to interest on the Bonds.
The Village Clerk of the Village is hereby directed to file a certified copy of this
Ordinance with the Bond Registrar and the Paying Agent.
Section 23. Taxes Previously Levied. The taxes previously levied to pay principal
of and interest on the Prior Bonds for the years 1994 (collectible in 1995), and subsequent to
the extent such principal and interest is provided for from the proceeds of the Bonds or
from the Escrow Account under the Escrow Agreement as hereinabove described, shall be
abated. The filing of a certificate of abatement with the County Clerks shall constitute
authority and direction for said County Clerks to make such abatement.
Section 24. Defeasance. Any Bond or Bonds which (a) are paid and cancelled, (b)
which have matured and for which sufficient sums been deposited with the Paying Agent to
pay all principal and interest due thereon, or (c) for which sufficient U.S. funds and direct
U.S. Treasury obligations have been deposited with the Paying Agent or similar institution
to pay, taking into account investment earnings on such obligations, all principal of and
interest on such Bond or Bonds when due at maturity or as called for redemption, pursuant
to an irrevocable escrow or trust agreement, shall cease to have any lien on or right to
-37-
receive or be paid from the Pledged Taxes hereunder and shall no longer have the benefits
of any covenant for the registered owners of outstanding Bonds as set forth herein as such
relates to lien and security of the outstanding Bonds. All covenants relative to the Tax-
exempt status of the Bonds; and payment, registration, transfer, and exchange; are expressly
continued for all Bonds whether outstanding Bonds or not.
Section 25. Publication of Ordinance. A full, true and complete copy of this
Ordinance shall be published within ten days after passage in pamphlet form by authority of
the Village Board.
-38-
Section 26. Superseder and Effective Date. All ordinances, resolutions and orders,
or parts thereof, in conflict herewith, are to the extent of such conflict hereby superseded;
and this Ordinance shall be in full force and effect immediately upon its passage, approval
and publication.
AYES: Ronald L. Chernick, Nancy J. Czarnik, Craig B. Johnson,
James P. Petri, Paul A. Rettberg, Michael A. Tosto
NAYS:
ABSENT:
ADOPTED: January 11, 1994
APPROVED: January u, 1994
Dennis J. Gallitano
President, Village of Elk Grove Village
Cook and DuPage Counties, Illinois
Recorded In Village Records: January 12, 1994.
Published in pamphlet form by authority of the President and Board of Trustees on
January _LZ 1994.
ATTEST:
Patricia S. Smith
Village Clerk, Village of Elk Grove Village
Cook and DuPage Counties, Illinois
-39-
roll.
EXTRACT OF MINUTES of the regular public meeting of the
President and Board of Trustees of the Village of Elk Grove
Village, Cook and DuPage Counties, Illinois, held at the Village
Hall, located at 901 Wellington Avenue, in said Village, at
8:00 p.m., on Tuesday, the 11th day of January 1994.
The President called the meeting to order and directed the Village Clerk to call the
Upon the roll being called, the President and the following Trustees answered present:
Trustees Ronald L. Chernick, Nancy J. Czarnik Craig B. Johnson
James P. Petri, Paul A. Rettberg, Michael A. Tosto
The following were absent:
The President and Board of Trustees then discussed the proposed bond refundings and
capital projects for the Village and considered an ordinance providing for the issuance of
$10,000,000 General Obligation Bonds, Series 1994, of the Village and providing for the
levy and collection of a direct annual tax for the payment of the principal of and interest on
said bonds.
Thereupon, Trustee Rettberg presented, the Village Director of
Finance explained, and there was read into the record in full the following ordinance:
208250.01.04.8
2009223/rVM:1/12/94
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
CERTIFICATION OF MINUTES AND ORDINANCE
I, the undersigned, do hereby certify that I am the duly qualified and acting Village
Clerk of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the
"Village"), and as such official I am the keeper of the official journal of proceedings, books,
records, minutes and files of the Village and of the President and Board of Trustees (the
"Village Board") thereof.
I do further certify that the foregoing is a full, true and complete transcript of that
portion of the minutes of the meeting of the Village Board held on the 11th day of January
1994 insofar as the same relates to the adoption of an ordinance, numbered 2342, entitled:
AN ORDINANCE providing for the issuance of $10,000,000 General
Obligation Bonds, Series 1994, of the Village of Elk Grove
Village, Cook and DuPage Counties, Illinois, and providing for the
levy and collection of a direct annual tax for the payment of the
principal of and interest on said bonds.
a true, correct and complete copy of which said ordinance as adopted at said meeting appears
in the foregoing transcript of the minutes of said meeting.
I do further certify that the deliberations of the Village Board on the adoption of said
ordinance were taken openly; that the vote on the adoption of said ordinance was taken
openly; that said meeting was held at a specified time and place convenient to the public; that
notice of said meeting was duly given to all newspapers, radio or television stations and
other news media requesting such notice; and that said meeting was called and held in strict
compliance with the provisions of the Open Meetings Act of the State of Illinois, as
amended, and the Illinois Municipal Code, as amended, and that the Village Board has
complied with all of the provisions of said Act and said Code and with all of the procedural
rules of the Village Board in the adoption of said ordinance.
IN WITNESS WHEREOF I hereunto affix my official signature and the seal of the
Village this 12thday of January 1994.
Patricia S. Smith
Village Clerk
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
CERTIFICATE OF PUBLICATION IN PAMPHLET FORM
I, the undersigned, do hereby certify that I am the duly qualified and acting Village
Clerk of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the
"Village"), and as such official I am the keeper of the official journal of proceedings, books,
records, minutes, and files of the Village and of the President and Board of Trustees (the
"Village Board") thereof.
I do further certify that on the 12th day of January 1994 there was published in
pamphlet form, by authority of the President and Board of Trustees, a true, correct and
complete copy of Ordinance Number2342 of the Village providing for the issuance of
$10,000,000 General Obligation Bonds, Series 1994, dated January 1, 1994, of the Village
and that said ordinance as so published was on said date readily available for public
inspection and distribution, in sufficient number to meet the needs of the general public, at
my office as Village Clerk located in the Village.
IN WITNESS WHEREOF I have affixed hereto my official signature and the seal of the
Village this 1 9 th day of January 1994.
Patricia S. Smith
Village Clerk
[SEAL]
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
CERTIFICATE OF FILING
I, David D. Orr, do hereby certify that I am the duly qualified and acting County
Clerk of The County of Cook, Illinois, and as such officer I do hereby certify that on the
day of January 1994 there was filed in my office a properly certified copy of Ordinance
Number _, passed by the President and Board of Trustees of the Village of Elk Grove
Village, Cook and DuPage Counties, Illinois, on the 11th day of January 1994 and entitled:
AN ORDINANCE providing for the issuance of $10,000,000 General
Obligation Bonds, Series 1994, of the Village of Elk Grove
Village, Cook and DuPage Counties, Illinois, and providing for the
levy and collection of a direct annual tax for the payment of the
principal of and interest on said bonds.
and that the same has been deposited in, and all as appears from, the official files and
records of my office.
IN WITNESS WHEREOF I have hereunto affixed my official signature and the seal of
The County of Cook, Illinois, at Chicago, Illinois, this day of January 1994.
County Clerk of The County
of Cook, Illinois
[SEAL]
STATE OF ILLINOIS )
) SS
COUNTY OF DUPAGE )
CERTIFICATE OF FILING
I, Gary King, do hereby certify that I am the duly qualified and acting County Clerk
of The County of DuPage, Illinois, and as such officer I do hereby certify that on the
day of January 1994 there was filed in my office a properly certified copy of Ordinance
Number _, passed by the President and Board of Trustees of the Village of Elk Grove
Village, Cook and DuPage Counties, Illinois, on the 11th day of January 1994 and entitled:
AN ORDINANCE providing for the issuance of $10,000,000 General
Obligation Bonds, Series 1994, of the Village of Elk Grove
Village, Cook and DuPage Counties, Illinois, and providing for the
levy and collection of a direct annual tax for the payment of the
principal of and interest on said bonds.
and that the same has been deposited in, and all as appears from, the official files and
records of my office.
IN WITNESS WHEREOF I have hereunto affixed my official signature and the seal of
The County of DuPage, Illinois, at Wheaton, Illinois, this day of January 1994.
County Clerk of The County
of DuPage, Illinois
[SEAL]
Exhibit A to Bond Ordinance
ESCROW AGREEMENT
This Escrow Agreement, dated as of January 1, 1994, but actually executed and
delivered the date last hereinbelow written, by and between the Village of Elk Grove
Village, Cook and DuPage Counties, Illinois, and American National Bank and Trust
Company of Chicago, a national banking association, having trust powers, with principal
offices located in the City of Chicago, Illinois, not individually but in the capacity as
hereinafter described, for and in consideration of mutual covenants set forth:
W ITNESSETH:
ARTICLE I. DEFINITIONS
The following words and terms used in this Agreement shall have the following
meanings unless the context or use clearly indicates another or different meaning.
"Agreement" means this Escrow Agreement dated as of January 1, 1994.
"Bond Ordinance" means the ordinance passed by the Village Board on January 11,
1994, numbered 2342and entitled:
AN ORDINANCE providing for the issuance of $10,000,000 General
Obligation Bonds, Series 1994, of the Village of Elk Grove
Village, Cook and DuPage Counties, Illinois, and providing for the
levy and collection of a direct annual tax for the payment of the
principal of and interest on said bonds.
authorizing the Bonds.
"Bond Registrars" means the bond registrars for the Refunded Bonds, namely, the
Treasurer of the Village or the banking and trust institutions as follows:
For the Series 1985 Bonds:
American National Bank and Trust Chicago, Illinois
Company of Chicago
208237.01.03
2009223-iVM-1/4/94
For the Series 1989 Bonds:
Director of Finance
For the Series 1991 Bonds:
American National Bank and Trust
Company of Chicago
For the Series 1992 Bonds:
American National Bank and Trust
Company of Chicago
Elk Grove Village, Illinois
Chicago, Illinois
Chicago, Illinois
"Bonds" means the General Obligation Bonds, Series 1994, of the Village, dated
January 1, 1994, a part of the proceeds of which are to be used for the refunding of the
Refunded Bonds.
"Call Date" means, with respect to each series of the Refunded Bonds, the earliest date
of redemption, as follows:
REFUNDED BONDS SERIES
1985
1989
1991
1992
CALL DATE
December 1, 1995
June 1, 1997
December 1, 1998
December 1, 1999
"Defeasance Report" means the report of Causey, Demgen & Moore, Inc., certified
public accountants, Denver, Colorado, attached hereto as Exhibit A, that the principal of,
interest on and profit realized from the Government Obligations, when received, and the
beginning deposit on demand held hereunder will be sufficient at all times to pay all interest
on and principal of and redemption price due on the Refunded Bonds from the date hereof
through their respective Call Dates.
-2-
"Escrow Account" means the trust fund created under the terms of this Agreement
with the Escrow Agent and comprised of the Government Obligations and a certain
beginning deposit as more fully described in 2.02 hereof.
"Escrow Agent" means American National Bank and Trust Company of Chicago, a
national banking association, with principal offices located in the City of Chicago, Illinois,
not individually but in the capacity for the uses and purposes hereinafter mentioned, or any
successor thereto.
"Government Obligations" means direct obligations of the United States of America
(being United States Bills, Notes, Bonds or STRPS or SLGS) and the trust receipts for such
direct obligations, denominated "Treasury Receipts", all deposited hereunder.
"MSTC" means "Kray & Co.", as nominee for Midwest Securities Trust Company,
Chicago, Illinois, the sole registered owner of the Series 1989 Bonds, or successor as
securities depository of the Series 1989 Bonds for so long as they are held in book -entry
only form as provided in the ordinance providing the same.
"Paying Agents" means the paying agents on the various series of the Refunded Bonds,
namely, the Bond Registrars for such series.
"Refunded Bonds" means the portions of the bonds described as follows:
CORPORATE PURPOSE BONDS, SERIES 1985
Original Principal Amount: $9,750,000
Dated: May 1, 1985
Originally Due Serially: 1988-2007
Amount Refunded: $405,000
Bonds to Be Refunded Due December 1 as follows:
-3-
YEAR AMOUNT ($) RATE (%)
1996 405,000 6.60
which bonds are to be called for redemption on their December 1, 1995, Call Date at the
redemption price of par plus accrued interest (hereinafter the "1985 Bonds");
GENERAL OBLIGATION BONDS, SERIES 1989
Original Principal Amount: $10,000,000
Dated: July 1, 1989
Originally Due Serially: 1990-2004
Amount Refunded: $1,945,000
Bonds to Be Refunded Due December 1 as follows:
YEAR
AMOUNT ($)
RATE (%)
1997
655,000
6.25
1998
700,000
6.30
1999
585,000
6.35
2001
5,000
6.45
which bonds are to be called for redemption on their June 1, 1997, Call Date at the
redemption price of par plus accrued interest (hereinafter the "1989 Bonds");
GENERAL OBLIGATION BONDS, SERIES 1991
Original Principal Amount: $10,000,000
Dated: November 1, 1991
Originally Due Serially: 1995-2012
Amount Refunded: $2,395,000
Bonds to Be Refunded Due December 1 as follows:
H
YEAR
AMOUNT ($)
RATE (%)
1999
395,000
6.10
2000
415,000
6.10
2001
440,000
6.10
2002
465,000
6.10
2003
495,000
6.10
2004
185,000
6.10
which bonds are to be called for redemption on their December 1, 1998, Call Date at the
redemption price of par plus accrued interest (hereinafter the "1991 Bonds");
GENERAL OBLIGATION BONDS, SERIES 1992
Original Principal Amount: $10,000,000
Dated: September 15, 1992
Originally Due Serially: December 1, 1993-2006
Amount Refunded: $4,305,000
Bonds to Be Refunded Due December 1 as follows:
YEAR
AMOUNT ($)
RATE (%)
2002
1,040,000
5.00
2003
1,095,000
5.25
2004
1,155,000
5.40
2005
495,000
5.55
2006
520,000
5.70
which bonds are to be called for redemption on their December 1, 1999, Call Date at the
redemption price of par plus accrued interest (hereinafter the "1992 Bonds"); and
"SLGS" means U.S. Treasury Obligations of the State and Local Government Series.
`Treasurer" means the Treasurer of the Village.
"Village" means the Village of Elk Grove Village, Cook and DuPage Counties,
Illinois.
-5-
"Village Board" means the President and Board of Trustees which is the governing
body of the Village.
ARTICLE II. CREATION OF ESCROW
2.01. The Refunded Bonds are hereby refunded by the provision hereby for the
payment of all interest on and principal of and redemption price on the Refunded Bonds
from the date hereof through the respective Call Date for each series (such payment to
constitute the "Aggregate Refunded Bond Payment Requirement" for each such series or all
series, as applicable), all by the deposit with the Escrow Agent of moneys sufficient to
purchase the Government Obligations described in 2.02 hereof, which Government
Obligations (together with the beginning deposit of funds as described herein) will provide
all moneys necessary to pay the Aggregate Refunded Bond Payment Requirement for the
Refunded Bonds.
2.02. The Village has deposited with the Escrow Agent at the execution and delivery
of this Escrow Agreement the sum of $9,668,213.91 Bond proceeds ("Proceeds") and the
sum of $-0- derived from funds of the Village on hand and lawfully available for the
purpose ("Village Funds"). The Proceeds and the Village Funds have been used to acquire
the Government Obligations and to establish a beginning cash balance ("Beginning Cash").
The Escrow Agent now holds the Government Obligations and the Beginning Cash as
follows:
M
PRINCIPAL
TYPE DUE DATE AMOUNT ($) RATE (%)
USTR
5/31/94
147,000
5.125
USTR
11/30/94
151,000
4.625
USTR
5/31/95
154,000
4.125
USTR
11/30/95
563,000
4.250
USTR
5/31/96
156,000
7.625
USTR
11/30/96
162,000
6.500
USTR
5/31/97
2,112,000
6.750
USTR
11/30/97
177,000
6.000
USTR
5/31/98
183,000
5.375
USTR
8/15/98
7,116,000
-0-
"USTR" means United States Treasury Note or Bond or STRPS.
A Table showing the purchase prices for each Government Obligation appears in the
Defeasance Report.
Beginning Cash: $400.00
ARTICLE III. COVENANTS OF ESCROW AGENT
The Escrow Agent covenants and agrees with the Village as follows:
3.01. The Escrow Agent will hold the Government Obligations and all interest,
income and profit derived therefrom and all uninvested cash in a segregated and separate
trust fund account for the sole and exclusive benefit of the Village and of the holders and
registered owners of the Refunded Bonds and the Bonds, all to the purposes for which
escrowed.
3.02. The Beginning Cash in the Escrow Account shall remain uninvested and be
applied to the payment of first interest due therefrom. Thereafter, from time to time at each
interest or principal payment date, certain ending balances may exist. The Escrow Agent
agrees, without further order or direction whatever, to reinvest such ending balances in
accordance with the terms of this section.
dA
Until August 15, 1998, the ending balances shall be invested, to the fullest extent
possible, in direct and general obligations of the United States (Bills, Notes, Bonds, STRPS)
purchased on the open market at the best available yield and coming due on, or as nearly as
may be practicable before, the next interest payment date out of the Escrow Account. On
and after August 15, 1998, all ending balances shall be invested, to the fullest extent possible,
in zero yield SLGS coming due on the next interest payment date out of the Escrow
Account.
The Escrow Agent acknowledges that the schedule of amounts available for
reinvestment appears in the cash flow tables as such appear in the schedules and columns of
the Defeasance Report.
3.03. The Escrow Agent shall hold all balances not invested or reinvested as
hereinabove described and on deposit in the Escrow Account on demand and in trust for the
purposes hereof and shall secure same in accordance with applicable Illinois law for the
securing of public funds.
3.04. The Escrow Agent will take no action in the investment or securing of the
proceeds of the Government Obligations which would cause the Bonds or the Refunded
Bonds to be classified as "arbitrage bonds" under applicable sections of the Internal Revenue
Code, and all lawful regulations promulgated thereunder; provided, however, that it shall be
under no duty to affirmatively inquire whether the Government Obligations as deposited are
properly invested under said section; and, provided, further, that it may rely on all specific
directions in this Agreement in the investment or reinvestment of balances held hereunder.
3.05. The Escrow Agent will promptly collect the principal of, interest on and
income and profit from the Government Obligations and promptly apply the same solely and
W:11
only to pay the Aggregate Refunded Bond Payment Requirement from time to time as due
for each series of the Refunded Bonds.
3.06. The Escrow Agent will remit to the Paying Agent on the Series 1985 Bonds and
the Series 1991 Bonds and (as agent for and at the direction of the Director of Finance) to
MSTC directly for the Series 1989 Bonds (for so long as same are held in book -entry only
form with MSTC, and if not so held, to the Paying Agent on the Series 1989 Bonds), in good
funds on or before each interest payment or principal payment and redemption dates,
moneys sufficient to pay the Aggregate Refunded Bond Payment Requirement from time to
time as due for each series of the Refunded Bonds, as set out in the Defeasance Report, and
each such remittance shall fully release and discharge the Escrow Agent from any further
duty or obligation thereto under this Agreement.
3.07. The Escrow Agent will make no payment of fees, due or to become due, of any
Bond Registrar or any Paying Agent, and the Village covenants to pay the same as they
become due.
3.08. The costs and expenses of the Escrow Agent will be paid by the Village from
funds other than those deposited hereunder. The Escrow Agent shall have no lien or right
of set-off of any kind on the Escrow Account and shall look solely to the Village and its
other funds for payment. The Escrow Agent shall charge such fees for its services as are
reasonable and usual for like services rendered by similar institutions.
3.09. The Escrow Agent has all the powers and duties herein set forth with no
liability in connection with any act or omission to act hereunder, except for its own
negligence or willful breach of trust, and shall be under no obligation to institute any suit or
action or other proceeding under this Agreement or to enter any appearance in any suit,
action or proceeding in which it may be defendant or to take any steps in the enforcement of
Ma
its, or any, rights and powers hereunder, nor shall be deemed to have failed to take any such
action, unless and until it shall have been indemnified by the Village to its satisfaction against
any and all costs and expenses, outlays, counsel fees and other disbursements, including its
own reasonable fees, and if any judgment, decree or recovery be obtained by the Escrow
Agent, payment of all sums due it, as aforesaid, shall be a first charge against the amount of
any such judgment, decree or recovery.
3.10. The Escrow Agent may in good faith buy, sell or hold and deal in any of the
Bonds or Refunded Bonds.
3.11. The Refunded Bonds are hereby called for redemption on the respective Call
Date for each series of Refunded Bonds at the redemption price therefor, stated again as
follows:
SERIES AMOUNT ($) CALL DATE PREMIUM (%) PREMIUM ($) TOTAL ($)
1985
405,000
12/01/95
-0-
-0-
405,000
1989
1,945,000
06/01/97
-0-
-0-
1,945,000
1991
2,395,000
12/01/98
-0-
-0-
2,395,000
1992
4,305,000
12/01/99
-0-
-0-
4,305,000
The form and time of the giving of the notice of redemption shall be as specified in 3.12
hereof.
3.12. A. Official Time, Manner and Form. The time, manner and form of giving
notice of the call for redemption of the Refunded Bonds shall be as follows:
1. Time and Manner: Notice of redemption of each series of the Refunded Bonds
shall be given by registered or certified mail, mailed not less than 30 nor more than 60 days
prior to the redemption date, to each registered owner of a bond or bonds to be redeemed,
at the address appearing in the bond register for such bonds, or at such other address as may
have been furnished in writing by a registered owner to the Bond Registrar.
-10-
All official notices of redemption shall state the name of the Refunded Bonds to be
redeemed and at least the information as follows:
(a) the redemption date;
(b) the redemption price;
(c) the principal amount of Refunded Bonds to be redeemed and the
maturities to be redeemed;
(d) that on the redemption date, the redemption price of each of the Refunded
Bonds to be redeemed shall become due and payable and that the interest thereon shall
cease to accrue from and after said redemption date; and
(e) the place or places where the bonds to be redeemed are to be surrendered
for payment of the redemption price, which shall be the principal office of the Paying
Agent for such Refunded Bonds.
2. Form:
NOTICE OF REDEMPTION
GENERAL OBLIGATION
CORPORATE PURPOSE BONDS [GENERAL OBLIGATION BONDS]
SERIES 19_
DATED , 19_
OF THE
VILLAGE OF ELK GROVE VILLAGE
COOK AND DUPAGE COUNTIES, ILLINOIS
Notice is hereby given to the registered owners and holders of the bonds named in the
above caption, maturing on December 1 of the years and in the amounts and numbered as
follows: [here insert only those maturities and amounts to be called]
YEAR AMOUNT ($) BOND NUMBER CUSIP NUMBER
-11-
that the aforesaid Village has called all of said bonds, in the aggregate principal amount of
for redemption and payment prior to maturity, and said bonds will be
paid and redeemed on 19_. The redemption price is 100% of the amount
redeemed plus accrued interest to the redemption date. Such interest is payable to the record
owner of the redeemed bonds as of the regular record date.
The aforesaid bonds will be redeemed upon presentation and surrender at the
principal offices of
and paying agent for said bonds.
, Illinois, as bond registrar
On the redemption date, said bonds will become due and payable at the redemption
price, and interest in respect of such bonds shall cease to accrue from and after the
redemption date.
By order of the President and Board of Trustees of the Village of Elk Grove Village,
Cook and DuPage Counties, Illinois, dated the day of
199
Bond Registrar and Paying Agent
M
Authorized Officer
B. Additional Redemption Duties. The Escrow Agent shall act as agent for the
Village in performing all acts, giving or causing to be given all notices, and providing such
directions to the Bond Registrars or the Paying Agents, or both, to effect the payment and
redemption of the Refunded Bonds as aforesaid. The Escrow Agent acknowledges receipt of
-12-
a certified copy of the ordinances of the Village authorizing and providing for the issuance
of all series of the Refunded Bonds.
C. Additional Notice. The Escrow Agent shall provide notice of redemption to
MSTC as provided in the Representations Letter Agreement for such notice made in
connection with the Series 1989 Bonds. In addition, further notice shall be given on behalf
of the Village as set out below, but no defect in said further notice nor any failure to give all
or any portion of such further notice shall in any manner defeat the effectiveness of the call
for redemption if official notice thereof is given as above prescribed.
Each further notice of redemption given shall contain the information required above
for an official notice of redemption plus (a) the CUSIP numbers of all Refunded Bonds
being redeemed pursuant to such notice; (b) the date of issue of the Refunded Bonds as
originally issued; (c) the rate of interest borne by each Refunded Bond being redeemed; (d)
the maturity date of each Bond being redeemed; and (e) any other descriptive information
needed to identify accurately the Refunded Bonds being redeemed.
Each further notice of redemption shall be sent at least 35 days before the redemption
date by registered or certified mail or overnight delivery service to all registered securities
depositories then in the business of holding substantial amounts of obligations of types
comprising the Refunded Bonds (such depositories now being Depository Trust Company of
New York, New York, Midwest Securities Trust Company of Chicago, Illinois, and
Philadelphia Depository Trust Company of Philadelphia, Pennsylvania) and to one or more
national information services, chosen in the discretion of the Bond Registrar, that
disseminate notice of redemption of obligations such as the Refunded Bonds.
Each further notice of redemption shall be published one time in The Bond Buyer,
New York, New York, or, if such publication is impractical or unlikely to reach a
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substantial number of the registered owners of the Refunded Bonds, in some other financial
newspaper or journal which regularly carries notices of redemption of other obligations
similar to the Refunded Bonds, such publication to be made at least 30 days prior to the date
fixed for redemption.
Upon the payment of the redemption price of Refunded Bonds being redeemed, each
check or other transfer of funds issued for such purpose shall bear the CUSIP number
identifying, by issue and maturity, the Refunded Bonds being redeemed with the proceeds of
such check or other transfer.
D. Further Additional Redemption Duties and Notice. The Escrow Agent shall
give or cause the Bond Registrars or the Paying Agents, or both, as appropriate, to give such
further notices of redemption as may be required by any applicable rule of the Securities
and Exchange Commission, the Municipal Securities Rulemaking Board, the Comptroller of
the Currency, or any other agency or person having appropriate jurisdiction; but the giving
of any such notice shall be directory only, and any failure or defect with respect to such
notice shall not invalidate or diminish in any way the validity of the redemption of the
Refunded Bonds as provided herein upon the giving of official notice of redemption.
3.13. The Escrow Agent will submit to the Treasurer a statement within 30 days after
June 1 and December 1 of each year, commencing June 1, 1994, itemizing all moneys
received by it and all payments made by it under the provisions of this Agreement during
the six month period ending on such June 1 or December 1.
3.14. If at any time it shall appear to the Escrow Agent that the available proceeds of
the Government Obligations and funds on deposit in the Escrow Account will not be
sufficient to make any payment (whether principal, interest or premium) due to the holders
or registered owners of any of the Refunded Bonds, as and to the extent provided herein, the
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Escrow Agent shall notify the Village not less than 15 days prior to such date, and the
Village agrees that it will from any funds lawfully available for such purpose make up the
anticipated deficit so that no default in the making of any such payment will occur.
ARTICLE IV. COVENANTS OF VILLAGE
The Village covenants and agrees with the Escrow Agent as follows:
4.01. The Escrow Agent shall have no responsibility or liability whatsoever for (a)
any of the recitals of the Village herein, (b) the performance of or compliance with any
covenant, condition, term or provision of the Bond Ordinance, and (c) any undertaking or
statement of the Village hereunder or under said Bond Ordinance.
4.02. To the fullest extent it is required under the terms of the Refunded Bonds, the
Village will promptly and without delay remit to the Escrow Agent, within ten days after
receipt of its written request, such sum or sums of money as are necessary to make the
payments required under 3.14 hereof and to fully pay and discharge any obligation or
obligations or charges, fees or expenses incurred by the Escrow Agent in carrying out any
of the duties, terms or provisions of this Agreement. The Village will promptly pay all
Paying Agents' and Bond Registrars' fees.
4.03. The Village does hereby waive any right to pay at maturity or redeem on any
other date than as herein specified any of the Refunded Bonds which are refunded under the
terms of this Escrow Agreement.
4.04. The Village and its Treasurer shall cooperate with the Escrow Agent to the end
of providing direct payment on the Series 1989 Bonds to MSTC.
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ARTICLE V. AMENDMENTS AND IRREVOCABILITY OF AGREEMENT
5.01. This Agreement may be amended or supplemented to provide that the
Government Obligations or any portion thereof may be sold or redeemed, and moneys
derived therefrom invested, reinvested (but only in other direct full faith and credit
obligations of the U.S. Treasury which are not redeemable by the Treasury prior to
maturity) or disbursed in any manner provided (any such amendment, supplement, direction
to sell or redeem or invest, reinvest or disburse to be referred to as a "Subsequent Action"),
upon submission to the Escrow Agent of each of the following:
A. Certified copy of proceedings of the Village Board of the Village
authorizing the Subsequent Action and copy of the document effecting the Subsequent
Action signed by duly designated officers of the Village.
B. An opinion of nationally recognized bond counsel or tax counsel
nationally recognized as having an expertise in the area of tax-exempt municipal bonds
that the Subsequent Action will not cause the interest on the Bonds or any of the
Refunded Bonds to become includible in the gross income of the owners for federal
income tax purposes and not exempt from federal income taxes of such owners under
the laws of the United States of America providing for taxation of income as and to
the extent contemplated when such bonds were issued and that the Subsequent Action
does not materially adversely affect the legal rights of the registered owners or
holders of the Bonds or any of the Refunded Bonds.
C. An opinion of a firm of nationally recognized independent certified
public accountants that the amounts, which must consist of funds or receipts from
direct full faith and credit obligations of the United States of America, not subject to
redemption prior to maturity, all of which shall be held hereunder, available or to be
available for payment of the Refunded Bonds will remain sufficient after the
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Subsequent Action to pay when due the Aggregate Refunded Bond Payment
Requirement then remaining to be paid.
5.02. The Village and the Escrow Agent may amend or add to the terms of this
Agreement to correct errors, clarify ambiguities or insert inadvertently omitted material but
only if any such correction, clarification or insertion has absolutely no adverse impact on the
holders or registered owners of the Bonds or any of the Refunded Bonds. The Village may
supplement this Agreement by providing for notice prior to any amendment to such parties
as it may name in any such supplement, which will be effective upon filing with the Escrow
Agent.
5.03. Except as provided in 5.01 and 5.02 hereof, all of the rights, powers, duties and
obligations of the Escrow Agent hereunder shall be irrevocable and shall not be subject to
amendment by the Escrow Agent and shall be binding on any successor to the Escrow Agent
during the term of this Agreement.
5.04. Except as provided in 5.01 and 5.02 hereof, all of the rights, powers, duties and
obligations of the Village hereunder shall be irrevocable and shall not be subject to
amendment by the Village and shall be binding on any successor to the officials now
comprising the Village Board during the term of this Agreement.
5.05. Except as provided in 5.01 and 5.02 hereof, all of the rights, powers, duties and
obligations of the Treasurer hereunder shall be irrevocable and shall not be subject to
amendment by the Treasurer and shall be binding on any successor to said official now in
office during the term of this Agreement.
ARTICLE VI. NOTICES
6.01. All notices and communications to the Village and the Village Board shall be
addressed in writing to:
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Village Clerk
Village of Elk Grove Village
901 Wellington Avenue
Elk Grove Village, Illinois 60007-3499
or at such other address as is furnished from time to time by the Village.
6.02. All notices and communications to the Escrow Agent shall be addressed in
writing to:
American National Bank and Trust Company of Chicago
Corporate Trust Division
30 North LaSalle Street
Chicago, Illinois 60690
or at such other address as is furnished from time to time by the Escrow Agent.
to:
6.03. All notices and communications to the Treasurer shall be addressed in writing
Treasurer
Village of Elk Grove Village
901 Wellington Avenue
Elk Grove Village, Illinois 60007-3499
or at such other address as is furnished from time to time by the Treasurer.
ARTICLE VII. RESIGNATION OF ESCROW AGENT
The Escrow Agent may at any time resign as Escrow Agent under this Agreement by
giving 30 days written notice to the Village, and such resignation shall take effect upon the
appointment of a successor Escrow Agent by the Village. The Village may select as
successor Escrow Agent any financial institution with capital, surplus and undivided profits
M
of at least $100,000,000 and located within the City of Chicago, Illinois, The County of
Cook, Illinois, or the City of New York, Borough of Manhattan, New York, which is
authorized to maintain trust accounts for corporations in Illinois under applicable law, and
which in fact customarily so acts.
ARTICLE VIII. TERMINATION OF AGREEMENT
Upon the final disbursement for the payment of the Refunded Bonds as hereinabove
provided for, the Escrow Agent will transfer any balance remaining in the Escrow Account
to the Treasurer with due notice thereof mailed to the Village, and thereupon this
Agreement shall terminate.
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IN WITNESS WHEREOF the Village has caused this Agreement to be signed in its name
by its President, to be attested by the Village Clerk under its corporate seal hereunto affixed;
and the Escrow Agent, not individually, but in the capacity as hereinabove described, has
caused this Agreement to be signed in its corporate name by one of its
and to be attested by one of its
affixed, all this 19th day of January 1994.
ATTEST:
Patricia S. Smith
Village Clerk
[SEAL]
Its
[SEAL]
under its corporate seal hereunto
VILLAGE OF ELK GROVE VILLAGE
COOK AND DUPAGE COUNTIES, ILLINOIS
By Dennis J. Gallitano
President
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
QI
M�11
Its
The foregoing Escrow Agreement has been received and acknowledged by me as of
the date last written.
Hilda Ingebrigtsen
Treasurer
Village of Elk Grove Village
Cook and DuPage Counties, Illinois
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