Loading...
HomeMy WebLinkAboutORDINANCE - 1951 - 3/22/1988 - H.E.L.P. ESCROW AGREEMENTEXTRACT 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, 901 Wellington Avenue, in said Village, at 8:00 p.m., on the 22nd day of March, 1988. 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 following Trustees answered present: Joseph T. Bosslet, Ronald L. Chernick, Dennis J. Gallitano, Edward R. Hauser, James P. Petri, Michael A. To—,- The osThe following were absent: None Trustee Petri presented, the Village Attorney explained, and there was incorporated into the record in full the following ordinance: AN ORDINANCE AUTHORIZING EXECUTION OF AN ESCROW AGREEMENT PROVIDING FOR THE HOLDING, INVESTMENT AND DISBURSEMENT OF FUNDS AND THE ASSIGNMENT OF CERTAIN PAYMENTS. Trustee Petri moved a?d Trustee Chernick seconded he motion that the Bond Ordinance as presented be adopted. After discussion thereof, the President 'directed that the roll be called for a vote upon the_ _notion to adopt such ordinance. Upon the roll being called, the following Trustees Voted AYE: Bosslet, Chernick, Gallitano, Hauser, Petri and Tosto and the following Trustees voted NAY: None 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 tie President and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, illinois. Other business was duly transacted at said meeting. to ORDINANCE NO. 1951 AN ORDINANCE AUTHORIZING EXECUTION OF AN ESCROW AGREE- MENT PROVIDING FOR THE HOLDING, INVESTMENT AND DISBURSE- MENT OF FUNDS AND THE ASSIGNMENT OF CERTAIN PAYMENTS. WHEREAS, Section 10 of Article VII of the Illinois Constitution of 1970 authorizes units of local government to contract or otherwise associate among themselves in any manner not prohibited by law or by ordinance; and WHEREAS, Chapter 127, Section 741, et sem., Illinois Revised Statutes, entitled the "Intergovernmental Cooperation Act," authorizes public agencies to exercise any power or powers, privileges or authority which may be exercised by such public agency individually to be exercised and enjoyed jointly with any other public agency in the State of Illinois; and WHEREAS, Section 746 of the Intergovernmental Coopera- tion Act, in furtherance of the provisions contained within Article VII, Section 10 of the Constitution, authorizes an inter- governmental contract which, among other undertakings, allows public agencies to jointly self -insure and authorizes each public agency member of the contract to utilize its funds to protect, wholly or partially, itself or any public agency member of the contract against liability or loss in the designated insurable area; and WHEREAS, the Local Governmental and Governmental Em- ployees Tort Immunity Act, Chapter 85, Sections 1-101 through 9- 107, of the Illinois Revised Statutes (the "Act") authorizes multi-year contracts for joint self-insurance and allows self- insured governments to assert a range of immunities; and WHEREAS, pursuant to the above laws, a number of Illinois municipalities (the "Members") have created the High - Level Excess Liability Pool (the "Agency") as a joint self-insur- ance pool for the purpose of seeking the prevention or lessening of liability claims for injuries to.persons or property or claims for errors and omissions made against the Members and other parties included within the scope of coverage of the Agency, which scope of coverage may be amended from time to time; and WHEREAS, the Agency was established as of April 1, 1987 under and operates pursuant to an agreement entitled "Contract and Hy -Laws -- High -Level Excess Liability Pool" (the "Contract and Sy -Laws") and a "Memorandum of Coverage," bearing the retro- active date of April 1, 1987, as amended from time to time (the "Memorandum of Coverage"); and WHEREAS, the Agency and the Members have determined to increase the amount of coverage specified in Article VIII of the Contract and By -Laws, to be backed by a joint self-insurance reserve fund initially financed from proceeds of bonds issued by the Village of Elk Grove Village, Illinois ("Elk Grove Village"), as initial host member; and WHEREAS, Elk Grove Village adopted a resolution on July 22, 1986 expressing a preliminary intent to serve as the host municipality for the issuance of a debt instrument for the benefit of the Agency; and WHEREAS, Elk Grove Village has issued $5,000,000 Gen- eral Obligation Bonds, Series 1987 (the "Initial Bonds") to pro- vide the initial funding for such joint self-insurance reserve fund, pursuant to a Bond Ordinance, Number 1930, adopted December 8, 1987 (the "Bond Ordinance"); and WHEREAS, it is possible from time to time that the Agency, one or more of the Members, or some other entity may issue additional bonds to replenish or provide further funding for the joint self-insurance reserve fund; and WHEREAS, the additional bonds and the Initial Bonds are herein collectively referred to as the "Bonds"; and WHEREAS, Elk Grove Village has authorized the execution of an Intergovernmental Agreement Providing for the Payment of Debt Service (the "Agreement") dated as of March 1, 1988, among the Agency, Elk Grove Village and the other Members of the Agency; and WHEREAS, the proceeds of the Initial Bonds were origi- nally held by American National Bank and Trust Company of Chicago, as Escrow Agent pursuant to the terms of an escrow agreement with Elk Grove Village (the "Prior Escrow"); and WHEREAS, upon receipt of the Subsequent Documents (as defined in the Prior Escrow), the moneys in the Prior Escrow will be transferred to LaSalle National Bank as escrow agent (the "Escrow Agent") pursuant to the terms of a subsequent escrow agreement dated as of April 1, 1988 (the "Escrow Agreement") among Elk Grove Village, the Agency and the Escrow Agent; and WHEREAS, Elk Grove Village has been asked to enter into the Escrow Agreement, whereby the Escrow Agent will hold various funds to be used for the payment of debt service on the Initial Bonds and as an insurance reserve fund for the Agency and its Members; and -2- WHEREAS, the Escrow Agreement provides that certain payments of the Members to the Agency will be assigned to the Escrow Agent, to be held, invested and disbursed from time to time in accordance with the terms and conditions of the Escrow Agreement; and WHEREAS, the President and Board of Trustees of Elk Grove Village have further determined that the funding of the joint self-insurance reserve fund provided for under the Agree- ment and .the Escrow Agreement is essential to the preservation and fostering of the health, safety and property rights of the citizens of Elk Grove Village; and WHEREAS, the cost of funding the reserve fund has been determined by the President and Board of Trustees of Elk Grove Village to be more than offset by the anticipated benefits and economies to be realized by the pooling of risks and losses pur- suant to the Contract and By -Laws and the Agreement; and WHEREAS, Sections 9-105 and 9-107 of the Act authorize the creation of reasonable reserves which may be utilized by a joint self-insurance entity; and WHEREAS, the President and Board of Trustees of Elk Grove Village have reviewed the the Escrow Agreement and find that the obligations imposed under the Escrow Agreement are in accordance with the philosophy and public policy objectives of Elk Grove Village; and WHEREAS, the President and Board of Trustees of Elk Grove Village find that it is in th-Q best interests of its citizens that it execute and deliver the Escrow Agreement. NOW, THEREFORE, BE IT ORDAINED BY THF PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF ELK GROVE VILLAGE, COOK AND DU PAGE COUNTIES, ILLINOIS, as follows: SECTION 1. That upon receipt of the Subsequent Documents and all necessary showings, the Village Treasurer shall direct that moneys in the Prior Escrow be transferred to the Escrow Agent pursuant to the Escrow Agreement, and that the form, terms and provisions of the Escrow Agreement (including, without limitation, the assignment of certain Agency and Member payments contained therein) in substantially the form submitted to this meeting are hereby approved, and the President of the Board of Trustees is hereby authorized and directed to execute and deliver said Agreement with such changes therein as shall be approved by the President of the Board of Trustees, the execution of such document by the President of the Board of Truste(:s to constitute conclusive evidence of such approval, and the Village Clerk is -3- hereby authorized and directed to affix to said Agreement the official seal of Elk Grove Village. SECTION 2. That the President of the Board of Trustees and the Village Clerk are hereby empowered and directed to execute and deliver all documents and other instruments necessary to further the intent and purpose of this Ordinance. SECTION 3. This Ordinance shall be in full force and effect from and after its passage and approval as provided by law. PASSED this 22nd day of March , 1988. AYES: Bosslet, Chernick, Gallitano, Hauser, Petri and Tosto NAYS: ABSENT: None APPROVED this 22nd day of March , 1988, ATTEST: Patricia S. Smith Village Clerk Charles J. Zettek President of the Board of Trustees -4- 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 "President and Board of Trustees") 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 President and Board of Trustees held on the 22nd day of march , 1988 insofar as the same relates to the adoption of an ofd trance entitled: AN ORDINANCE AUTHORIZING EXECUTION OF AN ESCROW AGREEMENT PROVIDING FOR THE HOLDING, INVESTMENT AND DISBURSEMENT OF FUNDS AND THE ASSIGNMENT OF CERTAIN PAYMENTS. a true, correct and complete copy of which said ordinance as adopted at said meeting appears in the foregoing transcript of the ninutes of said meeting. I do further certify that the deliberations of the Pres.dent and Board of Trustees on the adoption of said ordinance were taken openly; that the vote on the adoption of said ordnance 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 tele,ision 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 President and Board of Trustees has complied with all of the provisions of said Act and said Code and with all of the procedural rules of the President and Board of Trustees in the adoption of said ordinance. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the Village this 23rd day of March 1988. Patricia S. Smith Village Clerk (SEAT,) ESCROW AGREEMENT Dated as of April 1, 1988 Introductory Statement At the direction of the Village Treasurer of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the "Village"), $ will be deposited with [American National Bank and Trust Company of Chicago], as Escrow Agent (the "Escrow Agent") under this Escrow Agreement (the "Escrow") as hereinafter provided. Such funds are being transferred from a prior escrow account (the "Prior Escrow") which was used to hold the principal proceeds of $5,000,000 General Obligation Bonds, Series 1987 (the "Bonds") of the Village, issued pursuant to Ordinance Number 1930, passed December 8, 1987 (the "Bond Ordinance"), a certified copy of which has been delivered to the Escrow Agent, receipt of a copy of which the Escrow Agent by signing this Escrow does hereby acknowledge. This Escrow is established pursuant to an ordinance of the President and Board of Trustees of the Village and a resolution of the Board of Directors of the High -Level Excess Liability Pool ("HELP") -- a group of municipalities organized in an intergovernmental self-insurance program. The Escrow Agent shall hold, invest and disburse the funds from time to time in accordance with the terms and conditions of this Escrow as hereinafter set forth. Section 1. Deposit of Funds; Yield Restriction By action of its Village Treasurer, the Village, contemporaneously with the execution and delivery of this Escrow, has directed the deposit of said funds transferred from the Prior Escrow; and the Escrow Agent, by its execution and delivery hereof, acknowledges receipt of the Funds. The funds in the Prior Escrow were previously held in the two funds created in Section 13 of the Bond Ordinance, namely, the "Village of Elk Grove Village, Cook and DuPage Counties, Illinois, General Obligation Bonds, Series 1987, Bond Fund" (the "Bond Fund") and the "Village of Elk Grove Village, Cook and DuPage Counties, Illinois, General Obligation Bonds, Series 1987, Proceeds Fund" (the "Proceeds Fund"). Such two funds shall continue to be maintained by the Escrow Agent upon transfer into this Escrow, and it shall not be necessary to liquidate the investments of the Prior Escrow in order.to make the transfer into this Escrow. In addition, there is hereby created a fund entitled the "High -Level Excess Liability Pool Payments Fund" (the "Payments Fund"). The Proceeds Fund and the Payments Fund may be used (a) for the payment of any cost, liability or loss covered by the HELP Memorandum of Coverage, as amended from time to time, against which HELP may protect itself or self -insure pursuant to Section 9-103 of the Local Governmental and Governmental Employees Tort Immunity Act of the State of Illinois, as amended (the "Act") or for the payment of which HELP members may levy a tax pursuant to Section 9-107 of the Act, including, without limitation, the payment of any or all tort judgments or settlements entered against or entered into by HELP members, all in compliance with the Act, (b) to pay principal of and interest on the Bonds or (c) to pay costs of issuance of the Bonds or costs of administering said funds or paying the Bonds (including fees of the Escrow Agent, paying agent's and bond registrar fees, counsel fees required or reasonably requested hereunder, rebate calculation fees, and other costs of compliance relating to the covenants relating to the tax-exempt status of the Bonds). Payments. are expected to be made from HELP to the Payments Fund under this Escrow. As provided in the Section 103 Certificate and Agreement, dated December 30, 1987, relating to the Bonds (the "Section 103 Agreement"), the Payments Fund shall be divided into two accounts: the "Reserved Account" and the "Available Account". All payments received by HELP shall initially be deposited into the Available Account. When principal of or interest on the Bonds ("Debt Service") becomes due, it shall first be paid from the Proceeds Fund (by transfer -2- to the Bond Fund on the due date) and then from the Available Account (by transfer to the Bond Fund on the due date). All money remaining in the Available Account on each principal payment date shall be transferred from the Available Account to the Reserved Account. The Available Account is available only for Debt Service, and the Reserved Account is available only for the purposes of: (a) providing a reserve for, and paying as necessary, claims incurred by HELP ("Insurance Reserve Fund Purposes"); (b) paying costs of issuance of the Bonds or costs of administering said funds (as described above); or (c) in the event that all amounts in the Proceeds Fund and Available Account have been exhausted, to pay Debt Service on the Bonds. Withdrawals from the Reserved Account and the Proceeds Fund for Insurance Reserve Fund Purposes payouts shall be made pro rata. Moneys on deposit in the Proceeds Fund shall be invested and reinvested at a Yield (as defined in the Section 103 Agreement) not in excess of the Bond Yield (as defined in the Section 103 Agreement, copy of which has been delivered to the Escrow Agent). Moneys in the Reserved Account shall be invested without regard to Yield. Section 2. Assignment and Certain Covenants of HELP The Village, in consideration of the execution by each of the Members of HELP of the Intergovernmental Agreement Providing for the Payment of Debt Service dated as of March 1, 1988 (the "Intergovernmental Agreement"), providing for the payment of Debt Service on the Bonds, and in order to provide for the creation and funding of an insurance reserve fund for HELP, does hereby assign and pledge unto the Escrow Agent and unto its successors and assigns, for as long as the Bonds are outstanding, all right and interest of the Village to receive any payments from the Members or HELP under the Intergovernmental Agreement, other than the compensation, if any, to the Village for issuing the Bonds, and the issuance costs of the Bonds, to the extent not paid out of Bond proceeds. -3- HELP, in consideration of the execution by each of the Members of HELP of the Intergovernmental Agreement, and in order to provide for the creation and funding of an insurance reserve fund for HELP, does hereby assign and pledge unto the Escrow Agent and unto its successors and assigns, for as long as the Bonds are outstanding, all right and interest of HELP to receive any payments from the Members under the Intergovernmental Agreement, and hereby agrees that such payments may be made directly to the Escrow Agent; provided, however, that so long as no default has occurred and is continuing under the Bonds, the Intergovernmental Agreement or this Escrow Agreement, the Members shall make their periodic Debt Service Payments to HELP. HELP shall subsequently pay such amounts to the Escrow Agent on or before the May 15 or November 15 next succeeding such payments. In accepting the funds for its use, HELP hereby covenants and agrees to apply, hold and invest the same in accordance with the Bond Ordinance (including the Section 103 Agreement) as it implements certain covenants relating to the tax-exempt status of the Bonds. Section 3. Terms of Escrow; Disbursements The Escrow Agent holds moneys in the Bond Fund for the sole and exclusive benefit of the holders of the Bonds, until full payment of the Bonds. The Escrow Agent holds moneys in the Payments Fund and the Proceeds Fund for the benefit of the municipalities comprising HELP -- as a joint self-insurance reserve for losses, and for the benefit of the holders of the Bonds, all as their interests may appear under the terms of the Bond Ordinance and any subsequent lawful and proper proceedings amendatory thereof or supplemental thereto, and this Escrow. The Escrow Agent shall pay out all further amounts in either the Reserved Account or the Proceeds Fund to pay costs of issuance of the Bonds or costs of administering any of the funds held hereunder or the payment of the Bonds (including fees of the Escrow Agent, paying agent's and bond registrar fees, counsel -4- fees required or reasonably requested hereunder, rebate calculation fees, and other costs of compliance relating to the covenants relating to the tax-exempt status of the Bonds), upon submission from HELP of a written request for payment, signed by the Chairman and attested by the Secretary of HELP, which request shall state the amount and source of funds payable, that the payment has been properly approved according to authorized HELP procedures and shall have attached a copy of the bill or service statement from the party providing services. Moneys on deposit in the Reserved Account of the Payments Fund and in the Proceeds Fund shall be paid out from time to time by the Escrow Agent in order to pay a claim of a Member of HELP within its scope of coverage, in each case in a prompt and timely fashion after receipt by the Escrow Agent of a written request for payment (a "Disbursement Request"), signed by the Chairman of HELP (or other designated officer of HELP) and attested by the Secretary of HELP (or other designated officer of HELP) certifying: (1) the amount of the payment; (2) the name and mailing address of the person, firm, corporation or other entity to whom such payment is due; (3) that such payment is a proper payment under the Contract and By -Laws of HELP; (4) that such payment has been properly approved in the amount requested according to procedures established by the Board of Directors of HELP under HELP's Contract and By -Laws; and (5) that no part thereof was previously paid pursuant to a Disbursement Request previously filed with the Escrow Agent under the provisions hereof. A Disbursement Request shall have attached to it (i) a copy of the statement of the request from the Member requiring such disbursement; and (ii) a legal opinion of counsel to HELP to -5- the effect that the payment (a) is a proper payment under the Contract and By -Laws of HELP and (b) has been properly approved in the amount requested according to the procedures established by the Board of Directors of HELP under its Contract and By - Laws. The Secretary of HELP shall send a copy of each Disbursement Request and attachments to the Treasurer of the Village, at the time the original request is sent to the Escrow Agent. Upon receipt of each Disbursement Request of HELP delivered in accordance with this Section, the Escrow Agent shall pay the obligation set forth in such Disbursement Request directly to the payee indicated in such Disbursement Request. Payment of such obligation shall be made from the Reserved Account and the Proceeds Fund on a pro rata basis. In making such payments the Escrow Agent may rely upon such Disbursement Request and the statements included therein. The Bond Fund was created for the purpose of providing for the payment of the principal and interest on the Bonds. The Escrow Agent will (a) without any further order or direction apply the moneys on deposit in the Bond Fund to the payment of interest due on the Bonds on June 1, 1988, and (b) upon the direction of HELP, apply moneys in accordance with this Escrow periodically to the payment of the principal of or interest on the Bonds from time to time thereafter as same shall become due. Section 4. Rebate Covenants and Payout Amounts in the Available Account and the Proceeds Fund are subject to certain covenants of the Village made in the Bond Ordinance such that the use thereof not cause the Bonds to be "arbitrage bonds" under Section 148 of the Internal Revenue Code of 1986. The earnings on the Funds are subject to the rebate of "excess arbitrage profits." Because the moneys in the Available Q. Account are not expected to earn more than $100,000 in any given year and the moneys in the Proceeds Fund are to be invested at a Yield not in excess of the Bond Yield, no rebate is ever expected to be paid. Proof of actual earnings is nevertheless necessary to comply with the covenants. The Escrow Agent agrees to keep accurate records with respect to the deposit, investment and disbursement of all funds and investment earnings thereon and to make such records available to the Village upon request. Such records shall include a complete list of all investments and reinvestments of amounts in both funds held hereunder including: (a) purchase price, (b) purchase date, (c) type of security, (d) accrued interest paid, (e) interest rate (if applicable), (f) dated date (if applicable), (g) principal amount, (h) date of maturity, (i) interest payment dates (if applicable), (j) date of liquidation or redemption, (k) receipt upon liquidation or redemption. Upon the written request of either the Treasurer of the Village, countersigned by the Village Manager, or the Treasurer of HELP, countersigned by the HELP Chairman, stating that an amount is required to make a payment of rebate to the United States of America, the Escrow Agent shall make a check payable in such amount to either the United States (Internal Revenue Ser- vice) or to the Rebate Fund of the Village of Elk Grove Village, created in Section 3.02 of the Section 103 Agreement; provided however that such written request shall be accompanied by an opinion of independent counsel or independent accountants indi- cating the amount of rebate calculated as then being due or accrued. The party making the written request shall send the -7- Village or the Agency, as the case may be, a copy of such request. Section 5. Investments Moneys at any time on deposit in the funds shall be invested or reinvested by the Escrow Agent in investments as authorized by this section, upon the direction of the Treasurer or other authorized officer of HELP. Moneys in the Proceeds Fund shall be invested and reinvested in obligations having a Yield not in excess of the Yield on the Bonds. The investment and reinvestment of moneys in all funds hereunder other than the Reserved Account shall be limited to investments in direct obligations of the United States of America (including obligations of the State and Local Government Series) purchased at the market price therefor. Moneys in the Reserved Account shall be invested in any investment permitted under the terms of the Contract and By -Laws of HELP. Any interest or profit on such investments shall be credited to and any loss on such investments shall be charged to the fund and account from which made. The Escrow Agent shall not be obligated to invest any moneys held by it hereunder except as directed by the Agency. The Escrow Agent shall not be liable or responsible for any loss resulting from such investments. The Escrow Agent may trade with itself in the purchase and sale of securities for such investments. Investments in United States government obligations under this section may be made through repurchase agreements with banks or other financial institutions, including but not limited to the Escrow Agent, which banks or other institutions each have capital and surplus of not less than $25,000,000, provided that each such repurchase agreement results in transfer of legal title to identified United States government obligations which are segregated in a custodial or trust account for the benefit of the Escrow Agent, and further provided that United States government obligations acquired pur- suant to such repurchase agreements shall be valued at the lower ME of the then current market value thereof or the repurchase price thereof set forth in the applicable repurchase agreement. Section 6. Trust Funds All moneys received by the Escrow Agent under the pro- visions of this Escrow shall be trust funds under the terms hereof for the benefit of the holders of the Bonds, the municipal members comprising HELP and the Village as their interests appear and shall not be subject to lien or attachment of any creditor of the Escrow Agent, the municipal members comprising HELP or the Village. Such moneys shall be held in trust and applied in accordance with the provisions of this Escrow. Section 7. Acceptance of the Trusts The Escrow Agent accepts and agrees to execute the trusts imposed upon it by this Escrow, but only upon the terms and conditions set forth herein. The Escrow Agent, prior to the notification of a default in the payment of interest on or prin- cipal of the Bonds and after the curing of any such default, undertakes to perform such duties and only such duties as are specifically set forth in this Escrow and no implied covenants or obligations should be read into this Escrow against the Escrow Agent. In case the Escrow Agent has received notification of a default in the payment of interest on or principal of the Bonds, the Escrow Agent agrees to perform such trusts as an ordinarily prudent trustee under a corporate mortgage, but in any such event, only upon and subject to the following express terms and conditions: A. The Escrow Agent may execute any of the trusts or powers hereof and perform any of its duties by or through attor- neys, agents, receivers, or employees but shall be answerable for the conduct of the same in accordance with the standard specified above, and shall be entitled to advice of counsel concerning all matters of trusts hereof and duties hereunder, and may in all cases pay such reasonable compensation to any attorney, agent, IM receiver or employee retained or employed by it in connection herewith. The Escrow Agent may act upon the opinion or advice of an attorney, consultant or accountant selected by it in the exercise of reasonable care or, if selected or retained by HELP, approved by the Escrow Agent in the exercise of such care. The Escrow Agent shall not be responsible for any loss or damage resulting from any action or nonaction based on its good faith reliance upon such opinion or advice. B. The Escrow Agent shall not be responsible for any recital herein, or in the Bonds, or for the investment of moneys as herein provided except as expressly required herein, or the filing of financing statements, or for the validity of the execution by the Village or HELP of this Escrow, or of any supplemental instruments of further assurance, or for the suffi- ciency of the security for the Bonds intended to be secured hereby, or for the value or title of the property herein conveyed or otherwise as to the maintenance of the security hereof. The Escrow Agent shall have no obligation to perform any of the duties of the Village under the Bond Ordinance or of HELP under the Memorandum of Coverage. C. The Escrow Agent shall not be accountable for the use or application by any party of any money paid over by the Escrow Agent in accordance with the provisions of this Escrow. D. The Escrow Agent shall be protected in acting upon any notice, order, requisition, request, consent, certificate, order, affidavit, letter, telegram or other paper or document in good faith deemed by it to be genuine and correct and to have been signed or sent by the proper person or persons having the power or right to issue such notice, order or other such communi- cation. E. As to the existence or non-existence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, the Escrow Agent shall be entitled to rely upon a certificate signed on behalf of the Village by its President or Village Clerk or its Treasurer or signed on behalf of HELP by its -10- Chairman or Secretary or its Treasurer as sufficient evidence of the facts therein contained and prior to the occurrence of a default of which the Escrow Agent has been notified as provided in paragraph G of this Section shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed necessary or advisable, but shall in no case be bound to secure the same. The Escrow Agent may accept a certificate of the Village Clerk (with respect to Village documents) and the Secretary of HELP (with respect to HELP documents) under its seal to the effect that a resolution, ordinance or proceeding in the form therein set forth has been adopted by the Village or HELP (as applicable) as conclusive evidence that such resolution, ordinance or proceeding has been duly adopted, and is in full force and effect. F. The permissive right of the Escrow Agent to do things enumerated in this Escrow shall not be construed as a duty, and the Escrow Agent shall not be answerable for other than its negligence or willful default. G. The Escrow Agent shall not be required to take notice or be deemed to have notice of any default on the Bonds unless the Escrow Agent shall be specifically notified in writing of such default by HELP, the Village or by the holder of one or more of the Bonds, all notices or other instruments required by this Escrow to be delivered to the Escrow Agent must, in order to be effective, be delivered at the principal corporate trust office of the Escrow Agent, and in the absence of such notice so delivered the Escrow Agent may conclusively assume there is no default except as aforesaid. H. The Escrow Agent shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. I. Notwithstanding anything elsewhere in this Escrow contained, the Escrow Agent shall have the right, but shall not be required, to demand, in respect of the withdrawal of any cash -11- or any action whatsoever within the purview of this Escrow, any showings, certificates, opinions, appraisals or other informa- tion, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action by the Escrow Agent deemed desirable for the purpose of estab- lishing the right of HELP to the withdrawal of any cash or the taking of any other action by the Escrow Agent. J. Before taking any action under this Escrow the Escrow Agent may require that a satisfactory indemnity bond be furnished for the reimbursement of all expenses to which it may be put and to protect it against all liability except liability which is adjudicated to have resulted from its negligence or willful default in connection with any action so taken. K. All moneys received by the Escrow Agent shall, until used or applied -or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law or by this Escrow. •The Escrow Agent shall not be under any liability for interest on any moneys received hereunder except such as may be agreed upon. Section 8. Fees, Charges and Expenses of Escrow Agent The Escrow Agent shall be entitled to payment and/or reimbursement by HELP for reasonable fees and for its services rendered hereunder and all advances, counsel fees and other expenses reasonably and necessarily made or incurred by the Escrow Agent in connection with such services. Section 9. Successor Escrow Agent Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be con- solidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conver- sion, sale, merger, consolidation or transfer to which it is a -12- party, ipso facto, shall be and become successor Escrow Agent hereunder and vested with all of the title to the whole property or trust estate and all the trusts, powers, discretions, immuni- ties, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 10. Resignation by the Escrow Agent The Escrow Agent and any successor Escrow Agent may at any time resign from the trusts hereby created by giving thirty days written notice to the Village and HELP, and such resignation shall take effect at the end of such thirty days, or upon the earlier appointment of a successor Escrow Agent by the Village and HELP. Such notice to the Village and HELP may be served personally or sent by registered or certified mail. Section 11. Removal of the Escrow Agent The Escrow Agent may be removed at any time by an instrument in writing delivered to the Escrow Agent and signed by the Village and HELP. Section 12. Appointment of Successor Escrow Agent; Temporary Escrow Agent In case the Escrow Agent hereunder shall resign or be removed, or be dissolved or shall be in process of dissolution or liquidation, or otherwise becomes incapable of acting hereunder, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor shall be appointed by the Village and HELP, by an instrument signed by the Village, duly authorized by resolution or ordinance of the President and Board of Trustees and by HELP, duly authorized by the Board of Directors of HELP; provided, nevertheless, that in case of such vacancy the Village and HELP by instruments executed and signed by the President of the Village and attested by its Village Clerk or other designated -13- officers of the Village under its seal and by the Chairman of HELP and attested by its Secretary or other designated officers of HELP under its seal, may appoint a temporary Escrow Agent to fill such vacancy until a successor Escrow Agent shall be appointed in the manner above provided; and any such temporary Escrow Agent so appointed by the Village and HELP shall immediately and without further act be superseded by the Escrow Agent so appointed by the Village and HELP. Every such Escrow Agent appointed pursuant to the provisions of this Section shall be a trust company or bank in good standing, within the State of Illinois, having corporate trust powers and subject to exami- nation by Federal or State authorities, and having a reported capital and surplus of not less than $10,000,000. Section 13. Concerning Any Successor Escrow Agent Every successor Escrow Agent appointed hereunder shall execute, acknowledge. and deliver to its predecessor and also to the Village and HELP -an instrument in writing accepting such appointment hereunder, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessor, but such predecessor shall, nevertheless, on the written request of the Village and HELP, or of its successor, execute and deliver an instrument transferring to such successor Escrow Agent all the estates, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Escrow Agent shall deliver all securities and moneys held by it as Escrow Agent hereunder to its successor. Should any instrument in writing from the Village and HELP be required by any successor Escrow Agent for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the pre- decessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Village and HELP. -14- Section 14. Escrow Agent Protected in Relying Upon Resolution, Etc. The resolutions, ordinances, proceedings, opinions, certificates and other instruments provided for in this Escrow may be accepted by the Escrow Agent as conclusive evidence of the facts and conclusions stated therein and shall be in full war- rant, protection and authority to the Escrow Agent for the release of property and the withdrawal of cash hereunder. Section 15. Successor Escrow Agent as Escrow Agent of Funds In the event of a change in the office of Escrow Agent, the predecessor Escrow Agent which has resigned or been removed shall cease to be Escrow Agent of the funds, and the successor Escrow Agent shall become such Escrow Agent. Section 16. Amendments, Etc. to Escrow This Escrow may be amended in any manner or terminated upon submission"to the Escrow Agent of the following: A. Copy of amendment or statement to terminate Escrow signed by the President and Village Clerk of the Village and the Chairman and Secretary of HELP; and B. Opinion of Chapman and Cutler, bond counsel to the Vil- lage, or other nationally recognized bond counsel, that (1) the amendment complies with the Bond Ordinance, (2) no right or interest currently exists in the Escrow for or on behalf of any party other than the Village and HELP and the action may properly be taken unilaterally without regard to any other party and (3) the actions by the officers of the Village and HELP in amending or terminating the Escrow are in accordance or consistent with proceedings properly taken by the President and Board of Trustees of the Village and the Board of Directors of HELP. In the event of amendment or termination, the Escrow Agent shall administer or terminate the Escrow as then directed. -15- Section 17. Limitation of Rights With the exception of rights herein expressly conferred or rights expressly conferred in the Bond Ordinance, nothing expressed or mentioned in or to be implied from this Escrow or the Bonds is intended or shall be construed to give to any person or company other than the Village, HELP, the Bondholders and the parties hereto, or their successor or assigns, any legal or equitable right, remedy or claim under or in respect to this Escrow or any covenants, conditions and provisions herein con- tained; this Escrow and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the Village, HELP and the parties hereto. Section 18. Discharge Sixty days after final payment of the Bonds or upon termination by the terms of Section 16 hereof, this Escrow shall be discharged and terminated, and all moneys on deposit with the Escrow Agent shall forthwith be transferred to HELP pursuant to specific instructions set forth in a certified copy of a resolution of the Board of HELP; provided, however, that the transfer of moneys from this Escrow pursuant to this Section shall in no way change the rights and obligations of the Members of HELP as set forth in the Intergovernmental Agreement and the Contract and By -Laws of HELP. Section 19. Binding, Effect This Escrow shall be binding upon and inure to the benefit of each of the parties hereto. Section 20. Governing Law This Escrow shall be construed in accordance with and governed by the law of the State of Illinois. -16- Section 21. Notices All notices, certificates, demands or other communica- tions hereunder shall be sufficiently given and shall be deemed given when hand delivered or mailed by registered or certified mail, postage prepaid, addressed as follows. (a) If to the Village: Mr. George C. Coney Treasurer and Director of Finance Village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois 60007-3499 (b) If to HELP: Mr. George J. Valentine Village of Deerfield 850 Waukegan Road Deerfield, Illinois 60015 (c) If to the Escrow Agent: LaSalle National Bank 135 South LaSalle Street Chicago, Illinois 60603 Any party hereto may, by notice given hereunder, designate any different address to which subsequent notices, certificates, demands or other communications to it shall be sent. Section 22. Captions The captions and headings in this Escrow are for con- venience only and in no way define, limit or prescribe the scope or intent of any provisions hereof. Section 23. Severability If 'any provision of this Escrow shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. -17- Section 24. Execution in Counterparts This Escrow may be executed in several counterparts, each of which shall be an original and all of which shall consti- tute one and the same instrument. IN WITNESS WHEREOF the parties hereto have caused this Escrow Agreement to be duly executed by their respective officers on the day and year first above written. VILLAGE OF ELK GROVE VILLAGE Cook and DuPage Counties, Illinois By Charles J. Zettek President Attest: Patricia S. Smith Village Clerk (SEAL) HIGH—LEVEL EXCESS LIABILITY POOL By Attest: (SEAL) LASALLE NATIONAL BANK By Attest: (SEAL) The aforesaid Escrow Agreement received and acknowl- edged this day of 1988. George C. Coney Village Treasurer, Village of Elk Grove Village -19- C STATE OF ILLINOIS ) ) SS COUNTIES OF COOK AND DQPAGE GENERAL CERTIFICATE OF ELK GROVE VILLAGE We, the undersigned, do hereby certify that we are the duly qualified and acting officers, respectively, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the "Municipality"), as indicated by the titles shown opposite our names hereinafter set forth, and as such officers we do further certify that we have reviewed the books, files, and records in our care and custody and that, from such review, we do further certify as follows: A. Organizational Facts 1. Since its date of incorporation, the Municipality has continuously operated pursuant to and in accordance with the provisions of the general laws of the State of Illinois. The Municipality is presently operating in accordance with and pursuant to the provisions of the Illinois Municipal Code, and all acts amendatory thereof and supplementary thereto (the "Code"). 2. The Municipality has not adopted and is not now operating under the provisions of Article 4 of the Code providing for the "Commission Form of Municipal Government," and has not adopted and is not now operating under the provisions of Article 5 of the Code providing for "The Managerial Form of Municipal Government." II.A.5. 3. The Municipality is a "home rule unit" pursuant to Article VII, Section 6, of the Constitution of the State of Illinois. 4. The Corporate Authorities of the Municipality (do/do not) require the laying over the resolutions or ordinances. 5. The present duly qualified and acting officials of the Municipality are as set forth in Exhibit A attached hereto. All of said officers of the Municipality as hereinabove described have been duly elected or appointed and qualified for their respective offices since February 1, 1988, and, provided there are no vacancies created by resignation or otherwise, will hold such offices until the next election for such offices to be held is canvassed and new officers duly constituted. 6. All of the news media that have filed a request for notice of the meetings of the Corporate Authorities pursuant to the Open Meetings Act of the State of Illinois, as amended, are as follows: Elk Grove Herald, Voice Newspapers, WGN, Chicago Snhnrhan TimPc� Elk Grove Journal (If no requests have been made, please so indicate with the word "none".) 7. The regular meetings of the Corporate Authorities are held on the 2nd and 4th Tuesdays of each month at 8:00 p.m., at the Village Hall located at 901 Wellington Avenue, Elk Grove -2- Village, Illinois, within the Municipality; the Corporate Authorities have given public notice of said schedule of regular meetings stating the regular dates, times and places of said meetings at the beginning of the current calendar or fiscal year by posting a copy of said public notice at the principal office of the Corporate Authorities and by supplying copies of said public notice to all of the news media that have filed a request for such notice, and the Corporate Authorities have made said schedule available to the public, and attached hereto as Exhibit B is the schedule of regular meetings as posted. 8. No petition has been filed or is now pending praying for the disconnection of any territory from the present corporate limits of the Municipality. 9. No litigation or controversy is pending or threat- ened and no tax objections are pending or threatened questioning or affecting in any manner whatsoever the corporate existence of Municipality, the boundaries thereof, the right of the Munici- pality to levy taxes for municipal purposes or the title of any of its present officials to their respective offices. B. Execution of the Intergovernmental Agreement and Escrow Agreement and Purpose Hereof. 1. The Municipality has entered into an agreement, dated as of March 1, 1988, with other municipalities who have joined together to comprise the High -Level Excess Liability Pool, which agreement is entitled "Intergovernmental Agreement Provid- -3- ing for the Payment of Debt Service." The Municipality has entered into an escrow agreement providing for the holding, investment and disbursement of funds and the assignment of certain payments relating to the High -Level Excess Liability Pool, which agreement is entitled "Escrow Agreement." The Inter- governmental Agreement Providing for the Payment of Debt Service and the Escrow Agreement are collectively referred to herein as the "Agreements." This Certificate is given as part of the transcript of proceedings and documents in connection with the Agreements. 2. The Municipality has duly authorized, executed, and delivered by all necessary action the Agreements and as of the date hereof, the Agreements are in full force and effect and constitute the valid, binding, and enforceable agreements of the Municipality, and the Municipality is entitled to the benefits of the same. The Municipality has authorized by all necessary action the execution, delivery, receipt, and due performance of the Agreements and any and all such other agreements and documents as may be required to be executed, delivered, and received by the Municipality in order to carry out, give effect to, and consummate the transactions contemplated by the Agreements. -4- C. Non -Litigation, No Breach of Obligation, and No Default. 1. There is no litigation of any nature now pending against the Municipality or to our knowledge threatened against the Municipality seeking to restrain or enjoin the execution or delivery of the Agreements, the performance of any of the provi- sions contained in the Agreements, or in any manner affecting the Agreements; no litigation of any nature is now pending against the Municipality or, to our knowledge, threatened against the Municipality, questioning, contesting, or in any matter relating to or affecting the right or authority of the Municipality to carry out the terms and provisions of the Agreements, the. authority or proceedings pursuant to which the Agreements have been authorized, or the validity of the Agreements; neither the corporate existence of the Municipality nor the titles of the officers of the Municipality to their respective offices are being contested, and no authority or proceeding of the Munici- pality relating to the Agreements has been repealed, revoked, or rescinded; and there are no actions at law, in equity, or before any administrative body pending against the Municipality, nor to the knowledge of the Municipality threatened against the Munici- pality, affecting in any manner whatsoever the transactions con- templated by the Agreements. 2. The execution and delivery of the Agreements, and the compliance by the Municipality with the provisions thereof, -5- will not conflict with or constitute on the part of the Munici- pality a breach of or a default under any existing law, court or administrative regulation, decree, or order, or any agreement or other instrument to which the Municipality is subject or by which it or its properties is or may be bound. IN WITNESS WHEREOF we have hereunto affixed our official signatures and seal of the Municipality this 22nd day of March, 1988. Charles J. Zettek Patricia S. Smith George C. Coney (SEAL) TITLE President Village Clerk Village Treasurer EXHIBIT A MUNICIPAL OFFICIALS Office President Trustee Trustee Trustee Trustee Trustee Trustee Village Clerk Village Treasurer Village Attorney Incumbent Charles J. Zettek Joseph T. Bosslet Ronald L. Chernick Dennis J. Gallitano Edward R. Hauser James P. Petri Michael A. Tosto Patricia S. Smith George C. Coney George B. Knickerbocker EXHIBIT B SCHEDULE OF REGULAR 14EETINGS VILLAGE BOARD OF TRUSTEES Elk Grove Village Municipal Building - Council Chambers . . . . . . . . 8:00 p.m. 2nd & 4th Tuesdays of each month If meeting date falls on a legal holiday, Vlg. Board will meet on the following day. COMMUNITY SERVICE BOARD Elk Grove Village Municipal Building - Lower Level Meeting Room . . . . 8:00 p.m. 3rd Thursday of each month ELECTRICAL COMMISSION Elk Grove Village Municipal Building - Lower Level Meeting Room No regularly scheduled meetings FIRE AND POLICE COMMISSION Elk Grove Village Municipal Building - Village Attorney's Office . . . .8:00 p.m. 4th Monday of each month FIREMEN'S PENSION BOARD Elk Grove Vlg. Headquarters Fire Station - 101 Biesterfield Road . . . . . .7:00 p.m. 1st Monday in February, May, August, November HEALTH, BOARD OF Elk Grove Village Municipal Building - Lower Level Meeting Room . . . . 7:30 p.m. 1st Tuesday of each month HOUSING COMMISSION Elk Grove Village Municipal Building - Lower Level Meeting Room . . . . 8:00 p.m. No regularly scheduled meetings PLAN COMMISSION Elk Grove Village Municipal Building - Lower Level Meeting Room . . . . 8:00 p.m. 1st and 3rd Wednesdays of each month PLAN COMMISSION & JUDICIARY, PLANNING & ZONING COMMITTEE Elk Grove Village Municipal Building - Lower Level Meeting Room . . . . 8:00 p.m. 1st Wednesday in January, April, July, October POLICE PENSION BOARD Elk Grove Village Municipal Building - Lower Level Meeting Room 2nd Tuesday in January, April, April, July, October ZONING BOARD OF APPEALS Elk Grove Village Municipal Building - Lower Level Meeting Room No Regularly scheduled meetings