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HomeMy WebLinkAboutORDINANCE - 2194 - 11/12/1991 - GENERAL OBLIGATION BONDS ISSUEDORDINANCE NUMBER 2194 AN ORDINANCE providing for the issuance of $10,000,000 General Obligation Bonds, Series 1991, 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 pertain- ing 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 matur- ing within 40 years from the time it is incurred without prior referendum approval; and WHEREAS the President and Board of Trustees of the Village have adopted no ordinances, resolutions, orders or motions or provided any Village Code provisions which restrict or limit the exercise of the home rule powers of the Village in the issuance of general obligation bonds without referendum for cor- porate purposes or which provides any special rules or procedures for the exercise of such power; -and WHEREAS the Corporate Authorities have heretofore determined and do hereby determine that it is necessary and advisable for the public health, safety, welfare, and convenience of residents of the Village to acquire and construct certain municipal improvements, including street, drainage and storm sewer improvements, as described in the capital improvement plan of the Village for the years 1992 through 1996, and more particularly those improvements to be funded through the Capital Projects Fund of the Village (which improvements may be referred to as the "Projects"), all in accordance with said plan, but subject to amendment as deemed necessary from time to time by the Corporate Authorities; and WHEREAS the estimated cost to the Village of the Projects is the sum of $19,800,000; and WHEREAS there are insufficient funds of the Village on hand and lawfully available to pay such costs of the Projects; and WHEREAS the Corporate Authorities do hereby determine that it is advisable and in the best interests of the Village to borrow $10,000,000 at this time for the purpose of paying a part of the costs of the Projects and, in evidence of such borrowing, issue its full faith and credit bonds in the principal amount of $10,000,000; -2- 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: "Bond" or "Bonds" means one or more, as applicable, of the $10,000,000 General Obligation Bonds, Series 1991, authorized to be issued by this Ordinance. "Bond Account" means the Bond Account established and defined in Section 15 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. "Bond Registrar" means the American National Bank and Trust Company of Chicago, with principal corporate trust offices located at 33 North LaSalle Street, Chicago, Illinois, or a successor bank with trust powers or a trust company, duly authorized to do business as a bond registrar and paying agent as herein required. "Code" means the Internal Revenue Code of 1986. -3- "Corporate Authorities" means the President and Board of Trustees of the Village. "Ordinance" means this Ordinance, numbered as set forth on the title page hereof, and passed by the Corporate Authorities on the 12th day of November 1991. "Pledged Taxes" means the taxes levied on the taxable property within the corporate limits of the Village to pay prin- cipal of and interest on the Bonds as made in Section 12 hereof. "Projects" means the various municipal projects as described and defined in the preambles hereto. "Projects Fund" means the Projects Fund authorized to be established and as defined in Section 15 of this Ordinance. "Section 148 Compliance Fund" means the Section 148 Compliance Fund authorized to be established and as defined in Section 15 of this Ordinance. "Tax-exempt" means, with respect to the Bonds, the sta- tus 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 deter- mining 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 for- eign corporations. -4- "Term Bonds" means Bonds subject to mandatory redemption by operation of the Bond Fund and designated as term bonds herein. "Village" means the Village of Elk Grove Village, Cook and DuPage Counties, Illinois. Section 2. Incorporation of Preambles The Corporate Authorities hereby find that all of the recitals contained in the preambles to this Ordinance are true, correct and complete and do 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 Projects, 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 pur- poses and is in the public interest, and is authorized pursuant to Section 6 of Article VII of the Illinois Constitution, the Illinois Municipal Code, and all other laws supplemental thereto; and these findings and determinations shall be deemed conclusive. -5- Section 4. Bond Details For the purpose of providing for the payment of a part of the costs of the Projects, and to pay all related costs and expenses incidental thereto, 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 1991"; the Bonds shall be dated November 1, 1991 (the "Dated Date"), and shall also bear the date of authentication thereof. The Bonds shall be in fully registered form, shall be in denominations of $5,000 or integral multiples thereof (but no single Bond shall represent principal maturing on more than one date), shall be numbered consecutively in such fashion as shall be determined by the Bond Registrar, and shall become due and payable serially (subject to right of prior redemption) on December 1 of the years and in the amounts and bearing interest at the rates percent per annum as follows: Year Amount ($) Rate(%) Year Amount($) Year (a) 1994 305,000 8.10 2004 525,000 6.10 1995 320,000 8.10 2005 555,000 6.10 1996 340,000 8.10 2006 590,000 6.10 1997 355,000 8.00 2007 630,000 6.10 1998 375,000 6.10 2008 670,000 6.10 1999 395,000 6.10 2009 710,000 6.20 2000 415,000 6.10 2010 755,000 6.20 2001 440,000 6.10 2011 805,000 6.20 2002 465,000 6.10 2012 855,000 6.20 2003 495,000 6.10 provided, however, that the Bonds due in the years 2009 through 2012 are Term Bonds and shall all become due in the year 2012; subject to mandatory redemption as hereinafter provided on MC December 1 of the years 2009 through 2011 in the amounts as shown in the above table, with a remainder of $855,000 as shown above to become due at stated maturity in the year 2012. 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 (including, in the case of a Bond issued in exchange for or upon transfer or replacement of predecessor Bonds, such predecessor Bonds), 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 June 1 and Decem- ber 1 of each year, commencing on June 1, 1992. Interest on each Bond shall be paid by check or draft of the Bond Registrar, payable upon presentation thereof in lawful money of the United States of America, to the person in whose name such Bond is re- gistered at the close of business on the applicable record date. The applicable record date is the 15th day of the month preceding any regular interest payment date (a June 1 or December 1) and the 15th day preceding any other interest payment date which may be occasioned by a redemption of Bonds on a day other than a regular interest payment date. The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation thereof at the office of the Bond Registrar in the City of Chicago, Illinois, or at successor Bond Registrar and address. -7- Section 5. Execution; Authentication The Bonds shall be executed on behalf of the Village by the manual or duly authorized facsimile signature of its Presi- dent and attested by the manual or duly authorized facsimile sig- nature of its Village Clerk, as they may determine, and shall have impressed or imprinted thereon the corporate seal or fac- simile 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 neverthe- less 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 authen- ticated 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 cer- tificate of authentication on all of the Bonds issued hereunder. as Section 6. Term Bonds, Mandatory Redemption and Covenants. The Bonds due on December 1, 2012, as shown in Section 4 of this Ordinance relating to Bond Details are Term Bonds and, as also indicated in said Section, are subject to mandatory redemption by operation of the Bond Fund at a price of par and accrued interest, without premium, on December 1 of the years 2009 through 2011 so indicated. The Village covenants that it will redeem the Term Bonds pursuant to the mandatory redemption requirement for such Term Bonds. Proper provision for mandatory redemption having been made, the Village covenants that the Term Bonds so selected for redemption shall be payable as at maturity, and taxes shall be levied and collected as provided herein accordingly.. Section 7. Optional Redemption The Bonds due on or after December 1, 1999, 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, 1998, and if in part, in such order of maturity as the Corporate Authorities shall determine, 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. CM Section 8. Effect of Redemption or Purchase on Term Bonds If the Village redeems pursuant to optional redemption as hereinabove provided or purchases Term Bonds of any maturity and cancels the same from Bond Moneys as hereinafter described, then an amount equal to the principal amount of Term Bonds so redeemed or purchased shall be deducted from the mandatory redemption requirement as provided for Term Bonds of such maturity, first, in the current year of such requirement, until the requirement for the current year has been fully met, and then in any order of such Term Bonds as due at maturity or subject to mandatory redemption in any year, as the Village shall determine. If the Village redeems pursuant to optional redemption or purchases Term Bonds of any maturity and cancels the same from moneys other than Bond Moneys, then an amount equal to the principal amount of Term Bonds so redeemed or purchased shall be deducted from the amount of such Term Bonds as due at maturity or subject to mandatory redemption requirement in any year, as the Village shall determine. Section 9. Redemption Procedure For a mandatory redemption, the Bond Registrar shall proceed to provide for such redemption without further order or direction from the Village whatsoever. For a redemption at the option of the Village, the Village shall, at least 45 days prior to the redemption date (unless a shorter time period shall be -10- satisfactory to the Bond Registrar), notify the Bond Registrar of such redemption date and of the principal amount 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, 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 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 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 Regis- trar. DOC All official notices of redemption shall include 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 parti- cular 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; (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 office of the Bond Registrar. Prior to any redemption date, the Village shall have on deposit with the Bond Registrar 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 redemp- tion price) such Bonds or portions of Bonds shall cease to bear -12- interest. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed, to any particular regi- stered 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. Upon surrender of such Bonds for redemption in accor- dance 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 sur- render 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. -13- If any Bond or portion of 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 fail- ure 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 re- deemed; (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. Each further notice of redemption shall be sent at least 35 days before the redemption date by registered or certi- fied mail or overnight delivery service to all registered secu- rities depositories then in the business of holding substantial -14- amounts of obligations of types comprising the Bonds (such depos- itories now including, inter alia, Depository Trust Company of New York, New York, and Midwest Securities Trust Company of Chicago, Illinois) 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. Each further notice of redemption shall be published one time in The Bond Buyer, New York, New York or, if such publi- cation is impractical or unlikely to reach a substantial number of the registered owners of the Bonds, in some other financial newspaper or journal which regularly carries notices of redemp- tion of other obligations similar to the Bonds, such publication to be made at least 30 days prior to the date fixed for redemp- tion. 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 its duties hereunder, the Bond Registrar 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. -15- Section 10. Registration of Bonds; 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. 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 herein. 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 satis- factory 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 denomina- tions, 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 -16- a record date applicable to such Bond to the opening of business on the applicable interest payment date on such Bond or during the period of 15 days preceding the giving of notice of redemption of any Bonds subject to redemption or to transfer or exchange any Bond any 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 authenti- cate, date and deliver such Bond; provided, however, the princi- pal amount of Bonds of each maturity authenticated by the Bond Registrar shall not at any one time exceed the authorized princi- pal 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 legal representative. All such payments shall be valid and effectual to satisfy and discharge the lia- bility upon such Bond to the extent of the sum or sums so paid. No service charge shall be made to any registered owner of Bonds 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. -17- Section 11. Form of Bond The Bonds shall be in substantially the form herein- after set forth; provided, however, that if the text of the Bond is to be printed in its entirety on the front side of the Bond, then the second paragraph of the front side of the Bond and the legend "See Reverse Side for Additional Provisions" shall be omitted and paragraphs on the reverse side of the Bond shall be inserted immediately after the first paragraph on the front side. [Form of Bond - Front Side] REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF COOK AND DO PAGE VILLAGE OF ELK GROVE VILLAGE GENERAL OBLIGATION BOND, SERIES 1991 See Reverse Side for Additional Provisions. Interest Maturity Dated Rate: Date: Date: November 1, 1991 CUSIP Registered Owner: Principal Amount Dollars KNOW ALL PERSONS BY THESE PRESENTS that the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, a munici- pality, home rule unit and political subdivision of the State of MIS 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, 1992, until the Principal Amount is paid or duly provided for. The principal of this Bond is payable in lawful money of the United States of America upon presentation hereof at American National Bank and Trust Company of Chicago, with principal corporate trust offices located at 33 North LaSalle Street, Chicago, Illinois, as bond registrar and paying agent (the "Bond Registrar"). Payment of interest shall be made to the Registered Owner hereof as shown on the registration books of the Village maintained by the Bond Registrar, at the close of business on the applicable record date. The applicable record date is the 15th day of the month preceding any regular interest payment date (a June 1 or December 1) and the 15th day preceding any other interest payment date which may be occasioned by a redemption of Bonds on a day other -19- than a regular interest payment date. Interest shall be paid by check or draft of the Bond Registrar, 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 regis- tration books or at such other address furnished in writing by such Registered Owner to the Bond Registrar. Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof, and such further pro- visions 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 all procedural ordinances of the Village provided in the exercise of its home rule powers in issu- ing this Bond, 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 indebtedness of the Village, how- soever 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. -20- The Village has duly 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 Corporate Authorities, has caused this Bond to be executed by the manual or duly author- ized 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. Charles J. Zettek President Village of Elk Grove Village Cook and DuPage Counties, Illinois Attest: Patricia S. Smith Village Clerk Village of Elk Grove Village Cook and DuPage Counties, Illinois (SEAL) BOND REGISTRAR AND PAYING AGENT: American National Bank and Trust Company of Chicago Chicago, Illinois Date of Authentication: , -21- CERTIFICATE OF AUTHENTICATION Date of Authentication: , This Bond is one of the Bonds described in the within -mentioned Ordinance and is one of the General Obligation Bonds, Series 1991, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois. American National Bank and Trust Company of Chicago as Bond Registrar (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 Vil- lage for the purpose of paying a part of the costs of the municipal projects, 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 com- pliance with the applicable provisions of Section 6 of Article VII of the Constitution of the State of Illinois, with all procedural ordinances of the Village provided in the exercise of its home rule powers in issuing bonds without referendum, and with the Ordinance, which has been duly passed by the Corporate Authorities, and published, in all respects as by law required. 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 -22- transfer or exchange of this Bond at the principal corporate trust office of the Bond Registrar maintained for registrar activities 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 this Bond during the period from the close of business on a record date applicable to this Bond to the opening of business on the applicable interest payment date on this Bond or during the period of 15 days preceding the giving of notice of redemption of any Bonds subject to redemption or to transfer or exchange this Bond if any portion hereof has been called for redemption. The Bonds due on December 1, 2012, are Term Bonds and are subject to mandatory redemption by operation of the Bond Fund at a price of par and accrued interest, without premium, on December 1 of the years and in the amounts as follows: -23- For the Term Bond due December 1, 2012: Year Amount ($) 2009 710,000 2010 755,000 2011 805,000 with $855,000 remaining to be paid at maturity in 2012. The Bonds due on or after December 1, 1999, 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, 1998, and if in part, in such order of maturity as the Village may determine, and if less than an entire maturity, in integral multiples of $5,000, selected by lot by the Bond Registrar, 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 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 Regis- trar. 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 -24- 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 and the Bond Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof -25- and interest due hereon and for all other purposes; and the Village and the Bond Registrar shall not be affected by any notice to the contrary. ASSIGNMENT FOR VALUE RECEIVED the undersigned sells, assigns and transfers unto (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the prem- ises. 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 12. 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 and as due by mandatory redemption, there is hereby levied upon all of the taxable property within the Village, in the years for which -26- any of the Bonds are outstanding, a direct annual tax sufficient for that purpose; and there is hereby levied on all of the tax- able property in the Village, in addition to all other taxes, the following direct annual taxes (the Pledged Taxes): For the Year A Tax Sufficient to Produce the Sum of: 1991 $692,434.17 for interest up to and including December 1, 1992 1992 639,170.00 for interest 1993 944,170.00 for principal and interest 1994 934,465.00 for principal and interest 1995 928,545.00 for principal and interest 1996 916,005.00 for principal and interest 1997 907,605.00 for principal and interest 1998 904,730.00 for principal and interest 1999 900,635.00 for principal and interest 2000. 900,320,00 for principal and interest 2001 898,480.00 for principal and interest 2002 900,115.00 for principal and interest 2003 899,920.00 for principal and interest 2004 897,895.00 for principal and interest 2005 899,040.00 for principal and interest 2006 903,050.00 for principal and interest 2007 904,620.00 for principal and interest 2008 903,750.00 for principal and interest 2009 904,730.00 for principal and interest 2010 907,920.00 for principal and interest 2011 908,010.00 for principal and interest -27- 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, reimburse- ment shall be made to said funds in the amount so advanced. The Pledged Taxes and other moneys (excepting proceeds of the Bonds) on deposit in the Bond Fund (collectively, the "Bond Moneys") shall be applied to pay principal of and interest on the Bonds as follows: A. Bond Moneys shall be applied to the payment of interest when due and principal or redemption price when due at maturity or as redeemed pursuant to mandatory redemption from the Bond Fund, or B. On or before October 1 in each calendar year preceding a December 1 mandatory redemption date in such year, Bond Moneys up to the amount of the redemption requirement on such mandatory redemption date plus interest due on Term Bonds on such date may be applied (1) to the purchase of Term Bonds of the maturity for which such mandatory redemption requirement was established at prices (including commissions and charges, if any) not exceeding par and accrued interest to such December 1 or (2) to the redemption of such Bonds, without premium, pursuant to optional redemption provisions applicable thereto. Upon the purchase or redemption of Term Bonds of any maturity pursuant to '9M this paragraph (B), an amount equal to the principal amount of such Bonds or applicable portion thereof so purchased or redeemed shall be deducted from the next mandatory redemption requirement thereafter to become due on such Bonds, and any excess over the amount of such requirement shall be deducted from the future requirement for such Bond as the Village shall determine. 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 Corporate Authorities shall, by proper proceedings, direct the deposit of such funds into the Bond Account and further, by proper proceedings, shall direct the abatement of the taxes by the amount so deposited. A certified copy of any such proceedings abating taxes shall be filed with the County Clerks of The Counties of Cook and DuPage, Illinois, in a timely manner to effect such abatement. 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 Account. -29- Section 13. 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 of The Counties of Cook and DuPage, Illinois; and said County Clerks shall in and for each of the years 1991 to 2011, inclusive, ascertain the rate percent required to produce the aggregate tax hereinbefore provided to be levied in each of said years in each of said respective Counties; and said County Clerks shall (to the extent said tax has not been abated as provided herein) extend the same for collection on the tax books in connection with any other taxes that may be 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 provided by law for the levy and collection of taxes for general corporate purposes for said years, without limit as to either rate or amount, and in addition to and in excess of all other taxes. Section 14. Sale of Bonds The Bonds shall be executed as in this Ordinance pro- vided as soon after the passage hereof as may be, shall be depos- ited with the Village Treasurer, and shall be by the Treasurer delivered to the purchasers thereof, namely, Clayton Brown & Associates, Inc., and associates, upon payment of the purchase price agreed upon, the same being not less than $9,930,611.50 -30- plus accrued interest to date of delivery. The offer by bid for the sale of the Bonds to such purchaser, dated November 12, 1991, is hereby in all respects ratified, approved and confirmed, 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 offer and sale. The Preliminary Official Statement of the Village, dated October 30, 1991, relating to the Bonds, presented to the Village at this meeting is hereby approved, the Village officials are hereby authorized and directed to complete the Preliminary Official Statement in such manner a shall constitute a final Official Statement and the purchasers are hereby authorized on behalf of the Village to distribute copies of such final Official Statement to the ultimate purchasers of the Bonds. Section 15. Creation of Funds and Appropriations Accrued interest and premium, if any, on the Bonds shall be and is hereby appropriated for the purpose of paying the first interest due on the Bonds and to such end is hereby ordered to be deposited into the Capital Projects Debt Service Fund, heretofore created, and further into the "General Obligation Bonds, Series 1991, Bond Account" (the Bond Account), hereby created, which shall be the fund for the payment of principal of and interest on the Bonds. -31- The Pledged Taxes shall either be deposited into the Bond Account 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 Account 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 Account shall be retained in the Bond Account for payment 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 Corporate Authorities, transferred to such other fund (including the Section 148 Compliance 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 Corporate Authorities to transfer certain interest income or investment profit earned in the Bond Account to other funds of the Village, as described in the preceding sentence. The principal proceeds of the Bonds shall be set aside in a separate fund, heretofore created, and designated as the "Capital Projects Fund" (the Projects Fund). There is hereby further established an account in the Projects Fund to be known as the "1991 Projects Account." The proceeds of the Bonds shall be credited to the 1991 Projects Account. Costs of the Projects -32- shall be charged to the 1991 Projects Account. All costs and expenses incidental or allocable or related thereto, including all costs of issuance of the Bonds, shall also be charged to said account. Interest income or investment profit earned in the Projects Fund allocable to the 1991 Projects Account shall be credited to the account and use for payment of costs of the Proj- ects and related expenses, as aforesaid, or for transfer to the Section 148 Compliance Fund, as required, or, but only upon further proceedings of the Corporate Authorities, be transferred to such other fund as the Corporate Authorities shall determine. There is hereby authorized to be created, when, as and if needed, a "General Obligation Bonds, Series 1991, Rebate or Penalty Fund" (the Section 148 Compliance Fund). The officers of the Village charged with meeting the covenants of the Village relating to the Tax-exempt status of the Bonds shall create such fund as needed and make deposits from the 1991 Projects Account of the Projects Fund, the Bond Account, or such other fund as the Corporate Authorities may designate, in such amounts as may be proper to assure payment of Rebate of "excess arbitrage profits" on the Bonds to the United States as the payment of "penalty in lieu of Rebate" as hereinafter described. Section 16. Not Private Activity Bonds None of the Bonds is a "private activity bond" as de- fined in Section 141(a) of the Code. In support of such conclu- sion, the Village certifies, represents and covenants as follows: -33- A. Not more than 5% of the proceeds of the Bonds are to be used, directly or indirectly, in any trade or business carried on by any person other than a state or local governmental unit. B. Direct or indirect payments be made on the Bonds with respect to any private business use by any person other than a state or local governmental unit will not exceed 5% of all payments made on the Bonds. C. None of the proceeds of the Bonds are to be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit or an operating subdivi- sion of the Village. D. No user of any property or equipment acquired as part of the Projects, and paid for with proceeds of the Bonds, other than the Village, will use the same on any basis other than the same basis as the general public; and no person, other than as aforesaid, will be a user of any property or equipment acquired as part of the Projects, and paid for with proceeds of the Bonds, as a result of (i) ownership or (ii) actual or benefi- cial use pursuant to a lease, a management or incentive payment contract, or (iii) any other similar arrangement. Section 17. General Arbitrage Covenants The Village represents and certifies as follows with respect to the Bonds: -34- A. The Village has heretofore incurred, or within six months after delivery of the Bonds expects to incur, substantial binding obligations with respect to the Projects to be paid for with money received from the sale of the Bonds, said binding ob- ligations comprising binding contracts for the Projects in not less than the amount of $100,000. B. All of the principal proceeds of the Bonds and investment earnings thereon, net of "excess arbitrage profits" or penalty payments are expected to be used, needed and expended for the purpose of paying the costs of the Projects, including expenses incidental thereto, within three years of delivery of the Bonds. C. Work on the Projects is expected to proceed with due diligence to completion. D. No acquisition or improvement made as a part of the Projects has been or is expected to be sold or otherwise disposed of in whole or in material part prior to the last maturity of the Bonds. "Material part" means (i) land, or (ii) any improvement, or (iii) personal property or fixtures in excess of that which is expected to be sold, traded in or discarded upon wearing out or becoming obsolete. E. Except for the Bond Account, the Village has not created or established and will not create or establish any sink- ing fund, reserve fund or any other similar fund to provide for the payment of the Bonds. The Bond Account has been established -35- and will be funded in a manner primarily to achieve a proper matching of tax revenues and debt service, and will be depleted at least annually to an amount not in excess of 1/12 the partic- ular annual debt service on the Bonds. Money deposited in the Bond Account will be spent within a 13 -month period beginning on the date of deposit, and investment earnings in the Bond Account will be spent or withdrawn from the Bond Account within a one- year period beginning on the date of receipt. F. The investment of proceeds or funds related to the Bonds by the Village officers at a yield which is restricted to a lower yield than otherwise obtainable in order to meet any cove- nants relating to the Tax-exempt status of the Bonds, as advised by bond counsel, or as otherwise determined to be necessary for such purpose, is expressly authorized and directed. G. The Village has not been notified of any disquali- fication or proposed disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer which may cer- tify 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. -36- I. Relating to applicable exceptions, the Village Treasurer or the President of the Village 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 not less frequently than annually cause to be transferred to the 148 Compliance Fund the amount determined to be and accrued liability under the Rebate Requirement or Penalty. Said officers shall cause to be paid to the U.S., without further order or direction of the Corporate Authorities, from time to time as required, amounts sufficient to meet the Rebate Requirement or to pay the Penalty. K. Interest earnings in the 1991 Projects Account of the Projects Fund and the Bond Account are hereby authorized to be transferred, without further order or direction from the Corporate Authorities, from time to time as required, to the 148 Compliance 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 if appropriated by the Corporate Authorities. -37- 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 de- rived 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, including Treasury Regulations Sections 1.103-13, 1.103-14 and 1.103-15 (1979) as the same presently exist or may from time to time here- after be amended, supplemented or revised. Section 18. Registered Form The Village recognizes that Section 149 of the Code re- quires 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 19. Further Tax Covenants The Village agrees to comply with all provisions of the present 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 9" all representations, covenants and assurances contained in certi- ficates 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 20. 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 finan- cial institutions as if it were acquired on August 7, 1986, for certain purposes. The Village hereby designates each of the Bonds as may be from time to time outstanding for purposes of Section 265(b)(3) of the Code as a "qualified tax-exempt obliga- tion" as provided therein. In support of such designation, the Village certifies, represents and covenants as follows: A. The Bonds are not "private activity bonds" as de- fined in Section 141(a) of the Code. B. Including the Bonds, the Village (including any entities subordinate thereto) has not and does not reasonably expect to issue in excess of $10,000,000 in "qualified tax-exempt obligations" (other than "private activity bonds") (as such terms are defined in the Code) during calendar year 1991. -39- C. Including the Bonds, not more than $10,000,000 of obligations issued by the Village (including any entities subor- dinate thereto) during calendar year 1991 of the Bonds have been to date or will be designated by the Village for purposes of said Section 265(b)(3). Section 21. opinion of Counsel Exception The Village reserves the right to use or invest moneys in connection with the Bonds or to use, sell or otherwise dispose of the Projects in any manner, notwithstanding the covenants and representations in Sections 16 through 20 herein, provided it shall first have received an opinion from an attorney or a firm of attorneys of nationally recognized standing in matters pertaining to Tax-exempt bonds to the effect that use or invest- ment of such moneys or use, sale or disposition of such project assets as contemplated will not adversely affect either the Tax- exempt or the "qualified tax-exempt obligation" status of the Bonds. Section 22. Rights and Duties of Bond Registrar If requested by the Bond Registrar, any officer of the Village is authorized to execute the Bond Registrar's standard form of agreement between the Village and the Bond Registrar with respect to the obligations and duties of the Bond Registrar hereunder. In addition to the terms of such agreement and subject to modification by express terms thereof, the Bond Registrar by its acceptance of duties hereunder agrees as follows: -90- (a) to act as bond registrar, paying agent, authen- ticating agent, and transfer agent as provided herein; (b) 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) to give notice of redemption of Bonds as provided herein; (d) to cancel and/or destroy Bonds which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer; (e) to furnish the Village at least annually a certi- ficate with respect to Bonds cancelled and/or destroyed; and (f) 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 is hereby directed to file a certified copy of this Ordinance with the Bond Registrar. Section 23. Defeasance Bonds which (a) are paid and cancelled, (b) which have matured and for which sufficient sums been deposited with the Bond Registrar 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 Bond Registrar or similar institution to pay, taking into account investment -41- earnings on such obligations, all principal of and interest on 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 receive or be paid from moneys or 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 out- standing Bonds. All covenants relative to the Tax-exempt status of the Bonds; payment, registration, transfer, and exchange; are expressly continued for all Bonds whether Outstanding Bonds or not. Section 24. 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 Corporate Authorities. Section 25. Superseder and Effective Date All ordinances, resolutions and orders, or parts there- of, 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: Nancy J. Czarnik, Dennis J. Gallitano, Michael A. Tosto, Ronald L. Chernick NAYS: Joseph T. Bosslet ABSENT: James P. Petri —42— Adopted this 12th day of November 1991. Approved this 12th day of November 1991. APPROVED: Charles J. Zettek President Village of Elk Grove Village Cook and DuPage Counties, Illinois RECORDED In Village Records: November 18, 1991. PUBLISHED in pamphlet form by authority of the Corporate Authori- ties on November 20, 1991. Attest: Patricia S. Smith Village Clerk Village of Elk Grove Village Cook and DuPage Counties, Illinois -43- 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 Village Hall, located at 901 Wellington Avenue, in said Village, at 8:00 p.m., on the 12th day of November 1991. The President called the meeting to order and directed the Village Clerk to call the roll. Upon the roll being called, the President and the fol- lowing Trustees answered present: Joseph T. Bosslet, Ronald L. Chernick, Nancy J. Czarnik, Dennis J. Gallitano, Michael A. Tosto The following were absent: James P. Petri The President and Board of Trustees then discussed the proposed public improvements to be acquired and constructed as described in the Village's current capital improvement program and considered an ordinance providing for the issuance of $10,000,000 General Obligation Bonds, Series 1991, 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. Thereupon the Village President, presented, the Village Attorney explained, and there was read into the record in full the following ordinance: AN ORDINANCE providing for the issuance of $10,000,000 General Obligation Bonds, Series 1991, 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. Trustee Tosco moved and Trustee Czarnik seconded the motion that the Bond Ordinance as presented be adopted. A Board discussion of the matter followed. During the Board discussion, the Village President 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 providing funds for municipal projects to be acquired and constructed as described in the Village's current capital improvement program, (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 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. Thereupon the President directed that the roll be called for a vote upon the motion to adopt such ordinance. Upon the roll being called, the following Trustees voted AYE: Nancy J. Czarnik, Dennis J. Gallitano, Michael A. Tosto Ronald L. Chernick and the following Trustees voted NAY: Joseph T. Bosslet ABSENT: James P. Petri 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 of Elk Grove Village, Cook and DuPage Counties, Illinois. adjourned. Other business was duly transacted at said meeting. Upon motion duly made and carried, the meeting Patricia S. Smith Village Clerk