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HomeMy WebLinkAboutORDINANCE - 1930 - 12/8/1987 - GENERAL OBLIGATION BONDS/HELPORDINANCE NUMBER 1930 AN ORDINANCE providing for the issuance of $5,000,000 General Obligation Bonds, Series 1987, 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 have heretofore determined and do hereby determine that it is neces- sary and advisable for the public welfare and convenience of the residents of the Village that the Village participate in a self- insurance program for various potential risks with other munici- palities of the State of Illinois; that the group of municipali- ties in such self-insurance program has organized an intergovern- mental program known as the High -Level Excess Liability Pool ("HELP"); that HELP has need of funds in the amount of $5,000,000 in order to provide a reserve for losses; that the Village may properly and advantageously lend its credit and issue its bonds to the end of providing such sum; and that the municipalities comprising HELP will agree to pay to the Village the debt service on the Bonds; and -1- WHEREAS in the event an insufficient number of the municipalities comprising HELP agree to participate in the program and share in the debt service for the proposed bonds, the Village may retain such proceeds and apply them, alternatively, to other corporate purposes of the Village including improvements for street, water and sewer, public works and public safety purposes of the Village; and WHEREAS the application of the proceeds of the Bonds (as hereinafter defined) to the purpose of providing a reserve for HELP may hereinafter be referred to as the Insurance Reserve Fund Purpose, and the application of the proceeds of the Bonds to alternative corporate purposes may hereinafter be referred to as the "Alternative Corporate Projects"; and WHEREAS the President and Board of Trustees do hereby determine that it is advisable and in the best interests of the Village to borrow $5,000,000 at this time for the purpose of providing funds for the Insurance Reserve Fund Purposes or the Alternative Corporate Projects and, in evidence of such borrow- ing, issue its full faith and credit bonds in the principal amount of $5,000,000; NOW THEREFORE Be It Ordained by the President and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, in the exercise of its home rule powers, as follows: Section 1. Definitions In addition to such other words and terms used and defined in this Ordinance, the following words and terms used in this Ordinance shall have the following meanings, unless, in either case, the context or use clearly indicates another or dif- ferent meaning is intended: "Alternative Corporate Projects" means the projects referred to in the preambles hereto. "Bond" or "Bonds" means one or more, as applicable, of the $5,000,000 General Obligation Bonds, Series 1987, authorized to be issued by this Ordinance. -2- 0 "Bond Fund" means the Bond Fund established and defined in Section 13 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 American National Bank and Trust Company of Chicago, Chicago, Illinois, a bank having trust powers, or a successor thereto or a successor designated as bond registrar hereunder. "Code" means the Internal Revenue Code of 1986, as amended. "Escrow Agent" means American National Bank and Trust Company of Chicago, a bank having trust powers, or a successor thereto or a successor designated as escrow agent hereunder. "Escrow Agreement" means the Escrow Agreement for the use and application of the proceeds of the Bonds and the custody. and application of the Bond Fund as approved in Section 13 of this Ordinance. "HELP" means the Illinois municipalities participating in the High -Level Excess Liability Pool, formed pursuant to an Illinois intergovernmental agreement. "Insurance Reserve Fund Purposes" means the establish- ment of reserves for HELP as described in the preambles hereto. "Ordinance" means this Ordinance, numbered as set forth on the title page hereof, and passed by the President and Board of Trustees on the 8th day of December 1987. "Paying Agent" means American National Bank and Trust Company of Chicago, Chicago, Illinois, a bank having trust powers, or a successor thereto or a successor designated as Pay- ing Agent hereunder. "Pledged Payments" means the payments by HELP to pay principal of and interest on the Bonds as provided for in Section 13 hereof. "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 10 hereof. -3- "President and Board of Trustees" means the President and Board of Trustees of the Village. "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. "Village" means the Village of Elk Grove Village, Cook and DuPage Counties, Illinois. Section 2. Incorporation of Preambles The President and Board of Trustees 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 Vil- lage to provide for the funding of the Insurance Reserve Fund Purposes or the Alternative Corporate 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 for a proper public purpose or purposes and is in the public interest, and is authorized by the home rule powers of the Village. Section 4. Bond Details For the purpose of providing for the funding of the Insurance Reserve Fund Purposes or the Alternative Corporate Projects, and to pay all related costs and expenses incidental thereto, there shall be issued and sold the Bonds in the princi- pal amount of $5,000,000. The Bonds shall each be designated "General Obligation Bond, Series 1987"; be dated December 15, 1987 (the "Dated Date"); and shall also bear the date of authen- -4- tication thereof. The Bonds shall be in fully registered form, shall be in denominations of $5,000 or integral multiples thereof (but no single Bond shall represent principal maturing on more than one date), shall be numbered consecutively in such fashion as shall be determined by the Bond Registrar, and shall become due and payable serially (subject to right of prior redemption) on December 1 of the years and in the amounts and bearing inter- est at rates not greater than the rates percent per annum as follows: Year Amount ($) Rate (%) Year Amount ($) Rate (%) 1988 350,000 10.0 1993 500,000 10.0 1989 375,000 10.0 1994 550,000 10.0 1990 400,000 10.0 1995 600,000 10.0 1991 450,000 10.0 1996 625,000 10.0 1992 475,000 10.0 1997 675,000 10.0 Each Bond shall bear interest from the later of its Dated Date as herein provided or from the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of such Bond is paid or duly pro- vided 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, 1988. Interest on each Bond shall be paid by check or draft of the Paying Agent, payable upon presentation thereof in lawful money of the United States of America, to the person in whose name such Bond is registered at the close of business on the 15th day of the month next preceding the interest payment date. The principal of and redemption premium, if any, due on the Bonds shall be payable in lawful money of the United States of America upon presentation thereof at the principal corporate trust office of the Paying Agent in the City of Chicago, Illinois, or at successor Paying Agent and locality. -5- 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. Section 6. Optional Redemption The Bonds due on or after December 1, 1995, are subject to redemption prior to maturity at the option of the Village, from any available funds, in whole or in part on any interest payment date on or after December 1, 1994, and if in part, in inverse order of maturity, and if less than an entire maturity, in integral multiples of $5,000, selected by lot by the Bond Registrar as hereinafter provided, at the redemption price of par plus accrued interest to the date fixed for redemption. Section 7. Redemption Procedure The Village shall, at least 45 days prior to the redemption date (unless a shorter time period shall be satisfac- tory to the Bond Registrar), notify the Bond Registrar of such redemption date and of the principal amount of Bonds to be re- deemed. 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 and the Paying Agent in writing of the Bonds or portions of Bonds, selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. Unless waived by the 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. 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 -7- 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 principal corporate trust office of the Bond Registrar. Prior to any redemption date, the Village shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Village shall default in the payment of the redemp- tion price) such Bonds or portions of Bonds shall cease to bear interest. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed, to any particular regis- tered 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 Paying Agent at the redemption price. The procedure for the payment of interest due as part of the redemption price shall be as herein provided for payment of interest otherwise due. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of like tenor, of authorized denominations, of the same maturity, and bearing the same rate of interest in the amount of the unpaid principal. If any Bond or portion of Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal and premium (if any) 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 amounts of obligations of types comprising the Bonds (such depos- itories now being Depository Trust Company of New York, New York, Midwest Securities Trust Company of Chicago, Illinois, Pacific Securities Depository Trust Company of San Francisco, California, and Philadelphia Depository Trust Company of Philadelphia, Penn- sylvania) 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. Section 8. Registration of Bonds; Persons Treated as Owners The Village shall cause books (the Bond Register) for the registration and for the transfer of the Bonds as provided in this Ordinance to be kept at the principal corporate trust office of the Bond Registrar in the City of Chicago, Illinois, which is hereby constituted and appointed the registrar of the Village for the Bonds. The Village is authorized to prepare, and the Bond Registrar or such other agent as the Village may designate shall keep custody of, multiple Bond blanks executed by the Village for use in the transfer and exchange of Bonds. Any Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in this Ordinance. Upon surrender for transfer or exchange of any Bond at the principal corporate trust office of the Bond Registrar, duly endorsed by or accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Bond Registrar and duly executed by the -10- registered owner or an attorney duly authorized in writing, the Village shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the transferee or transferees or, in the case of an exchange, the registered owner, a new fully registered Bond or Bonds of like tenor, of the same maturity, bearing the same interest rate, of authorized denominations, for a like aggregate principal amount. The Bond Registrar shall not be required to transfer or exchange any Bond during the period from the close of business on the 15th day of the calendar month preceding the giving of notice of redemption of Bonds or to transfer or exchange any Bond all or a portion of which has been called for redemption. The execution by the Village of any fully registered Bond shall constitute full and due authorization of such Bond, and the Bond Registrar shall thereby be authorized to 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. Section 9. Form of Bond The Bonds shall be in substantially the form herein- after set forth; provided, however, that if the text of the Bond -11- 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 DuPAGE VILLAGE OF ELK GROVE VILLAGE GENERAL OBLIGATION BOND, SERIES 1987 See Reverse Side for Additional Provisions Interest Maturity Dated CUSIP Rate: Date: Date: December 15, 1987 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 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 identi- fied 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 -12- the most recent interest payment date to which interest has been paid or duly provided for, at the Interest Rate per annum identi- fied above, such interest to be payable on June 1 and December 1 of each year, commencing June 1, 1988, until the Principal Amount is paid or duly provided for. The principal of and redemption premium, if any, due on this Bond are payable in lawful money of the United States of America upon_ presentation hereof at the principal corporate trust office of American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois, as paying agent (the "Paying Agent"). Payment of interest shall be made to the Registered Owner hereof as shown on the registration books of the Village maintained by American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois (the "Bond Registrar"), at the close of business on the 15th day of the month next preceding the interest payment date and shall be paid by check or draft of the Paying Agent, payable upon presen- tation 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, 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, repre- sented by the Bonds, and including all other indebtedness of the Village, howsoever evidenced or incurred, does not exceed any constitutional or statutory or other lawful limitation; and that provision has been made for the collection of a direct annual tax, in addition to all other taxes, on all of the taxable prop- -13- erty 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. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar. IN WITNESS WHEREOF the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, by its President and Board of Trustees, has caused this Bond to be executed by the manual or duly authorized facsimile signature of its President and attested by the manual or duly authorized facsimile signature of its Vil- lage 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. President Village of Elk Grove Village Cook and DuPage Counties, Illinois Attest: Village Clerk Village of Elk Grove Village Cook and DuPage Counties, Illinois (SEAL) Date of Authentication: OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Ordinance and is one of the General Obligation Bonds, Series 1987, having a Dated Date of December 15, 1987, of the Village of Elk Grove -14- Bond Registrar and Paying Agent: American National Bank and Trust Company of Chicago Chicago, Illinois Village, Cook and DuPage Counties, Illinois. American National Bank and Trust Company of Chicago as Bond Registrar By Authorize Officer [Form of Bond - Reverse Side] Village of Elk Grove Village Cook and DuPage Counties, Illinois General Obligation Bond, Series 1987 This bond is one of a series of bonds (the "Bonds") in the aggregate principal amount of $5,000,000 issued by the Vil- lage for the purpose of the funding of the Insurance Reserve Fund Purposes or the Alternative Corporate Projects, and of paying expenses incidental thereto, all a$ described and defined in the ordinance authorizing the Bonds (the "Ordinance"), pursuant to and in all respects in compliance with the applicable provisions of Section 6 of Article VII of the Constitution of the State of Illinois, and with the Ordinance, which has been duly passed by the President and Board of Trustees, and published, in all re- spects as by law required. Any Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in the Ordinance. Upon surrender for trans- fer or exchange of any Bond at the principal corporate trust office of the Bond Registrar in the City of Chicago, Illinois, duly endorsed by or accompanied by a written instrument or in- struments 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 -15- case of an exchange, the Registered Owner, a new fully registered Bond or Bonds of like tenor, of the same maturity, bearing the same interest rate, of authorized denominations, for a like aggregate principal amount. The Bond Registrar shall not be required to transfer or exchange any Bond during the period from the close of business on the 15th day of the calendar month preceding the giving of notice of redemption of Bonds or to transfer or exchange any Bond all or a portion of which has been called for redemption. The Bonds due on or after December 1, 1995, are subject to redemption prior to maturity, at the option of the Village, from any available funds, in whole or in part on any interest payment date on or after December 1, 1994, and if in part, in inverse order of maturity, 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 of 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 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 -16- 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 Vil- lage 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 Paying Agent at the redemption price. The procedure for the payment of interest due as part of the redemption price shall be as herein provided for payment of interest otherwise due. Upon surrender for any par- tial redemption of any Bond, there shall be prepared for the Registered Owner a new Bond or Bonds of like tenor, of authorized denominations, of the same maturity, and bearing the same rate of •interest in the amount of the unpaid principal. The Village, the Bond Registrar and the Paying Agent may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and the Village, the Bond Registrar and the Pay- ing Agent 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 -17- as attorney to transfer the said Bond on the books kept for regis- tration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this transfer and assignment must corre- spond 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 10. Tax Levy For the purpose of providing funds required to pay the interest on the Bonds promptly when and as the same falls due, and to pay and discharge the principal thereof at maturity, there is hereby levied upon all of the taxable property within the Vil- lage, in the years for which any of the Bonds are outstanding, a direct annual tax sufficient for that purpose; and there is here- by levied on all of the taxable property in the Village, in addi- tion to all other taxes, the following direct annual taxes (the "Pledged Taxes"): For the Year A Tax Sufficient to Produce the Sum of: 1987 $600,000 for principal and interest up to and including December 1, 1989 (interest up to and including June 1, 1988, being capitalized as hereinafter provided) 1988 840,000 for principal and interest 1989 827,500 for principal and interest 1990 837,500 for principal and interest 1991 817,500 for principal and interest 1992 795,000 for principal and interest 1993 795,000 for principal and interest 1994 790,000 for principal and interest 1995 755,000 for principal and interest 1996 742,500 for principal and interest cal -M Interest or principal coming due at any time when there are insufficient funds on hand from the Pledged Taxes or Pledged Payments as hereinafter provided to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of the Pledged Taxes herein levied; and when the Pledged Taxes shall have been collected, reimbursement shall be made to said funds in the amount so advanced. whenever other funds from any lawful source are made available for the purpose of paying any principal of or interest on the Bonds including, as contemplated, the Pledged Payments, so as to enable the abatement of the taxes levied herein for the payment of same, the Village, acting through its officers, who may include any two of the President, Treasurer, Village Manager or Village Clerk, shall direct the abatement of the taxes by such amount. A certificate of any such officers 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 Fund. Section 11. 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 1987 to 1996, inclusive, ascertain the rate percent required to produce the aggregate tax hereinbefore provided to be levied in each of said years and in each of said Counties; and -19- 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 pur- poses 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 12. Sale of Bonds The Bonds shall be executed by the officials of the Village, as hereinabove provided, as soon as may be after this Ordinance becomes effective, and shall be deposited with the Treasurer of the Village and, after due authentication by the Bond Registrar, shall be delivered by said Treasurer to the purchasers thereof as hereinafter determined. As soon as may be after this Ordinance has been adopted, the Treasurer of the Village, upon advice of the Vil- lage's financial advisor for the Bonds, is hereby authorized to sell the Bonds in accordance with the provisions hereof, and bearing interest at the rates not in excess of those set forth in Section 4 hereof and at a purchase price of not less than 97% of the par value of the Bonds, upon the public and competitive sale of the Bonds after due advertisement thereof as determined in the discretion of the Treasurer and upon the advice of the Village's financial advisor for the Bonds. The Treasurer is authorized to execute the winning bid for the Bonds on behalf of the Village. Subsequent to such sale, the Treasurer, upon advice of the Vil- lage's financial advisor for the Bonds, shall file in the office of the Clerk a notification of sale directed to the Board of Trustees setting forth the name of the purchaser of the Bonds, the terms of the sale, and the interest rate for each maturity in accordance with the provisions of Section 4 hereof and this section. -20- In the event that the Bonds of any maturity are sold bearing an interest rate less than the rate specified in Section 4 hereof, the notification of sale referred to above shall in- clude further information to indicate the amount of reduction in the interest cost to the Village resulting from such sale. In addition, the Treasurer shall file with the County Clerks as aforesaid a certificate of tax abatement, which certificate shall refer to the amount of Pledged Taxes levied pursuant to Section 10 hereof, shall indicate the amount of reduction in the interest cost resulting from such sale, which reduced interest cost is to be abated from the Pledged Taxes levied, and shall indicate the remainder of such Pledged Taxes authorized to be extended for collection by said County Clerks. Section 13. Creation of funds and appropriations; Escrow Agent named and Escrow Agreement approved Two funds are hereby created: 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"). The Bond Fund is created for the purpose of providing for the payment of the principal of and interest on the Bonds; the Proceeds Fund is created for the Insurance Reserve Fund Purposes or the Alternative Corporate Projects. The Pledged Taxes, Pledged Payments, accrued interest on the Bonds and pre- mium, if any, paid upon sale and delivery of the Bonds, and such further amount of the principal proceeds of the Bonds as may be necessary to pay interest on the Bonds up to and including June 1, 1988, are appropriated to the purpose of paying the interest on and principal of the Bonds when due. The remaining proceeds of the Bonds are hereby appropriated for the Insurance Reserve Fund Purposes, upon the conditions hereinafter stated, or failing such events, to the Alternative Corporate Projects or to the payment of principal of and interest on the Bonds, as the President and Board of Trustees may determine. -21- The Bond Fund and the Proceeds Fund shall be held by an escrow agent, namely, American National Bank and Trust Company of Chicago, Chicago, Illinois (the Escrow Agent), pursuant to an escrow agreement (the Escrow Agreement), initially to be sub- stantially intheform set forth as Exhibit A to this Ordinance and incorporated herein as if set forth in full at this place, hereby approved, to be executed by the President and Village Clerk as provided therein, their execution to constitute final approval and acceptance of the Village of the Escrow Agreement is final form as executed. The Escrow Agreement, in summary, provides that the remaining proceeds of the Bonds after providing for interest thereon up to and including June 1, 1988, and payment of expenses incidental to the Bonds, are to be applied to the Insurance Re- serve Fund Purposes, but only upon the proper approval and sign- ing of an intergovernmental agreement, on or before March 1, 1988, by those municipalities constituting HELP and having among them 75% or more of the following percentage allocations: Municipality Allocation (%) Arlington Heights 11.64 Chicago Ridge 2.75 Deerfield 3.57 DesPlaines 11.37 Elk Grove Village 7.63 Glenview 6.21 Hoffman Estates 6.59 Lincolnshire 1.34 Mount Prospect 7.75 Oak Lawn 9.22 Park Ridge 5.83 Skokie 10.50 Streamwood 4.17 Wheaton 6.97 Winnetka 4.46 -22- which intergovernmental agreement shall be independently approved by the Village and shall provide for the payment of the principal of and interest upon the Bonds by the HELP municipalities signa- tory thereto; that further if such intergovernmental agreement becomes effective by said date, a subsequent escrow agreement shall be approved by the Board of Directors of HELP and the Vil- lage upon approval of counsel as provided in the Escrow Agree- ment, and implemented to administer the Proceeds Fund; that if such intergovernmental agreement .fails, the Village shall become entitled to the Proceeds Fund for the payment of the costs of the Alternative Corporate Projects or the principal of and interest on the Bonds as may be determined, all pursuant to an alternative subsequent escrow agreement, to be approved solely by the Village and upon approval of counsel as provided in the Escrow Agreement. Section 14. 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: A. None 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. No direct or indirect payments are to be made on any Bond with respect to any private business use by any person other than a state or local governmental unit. C. None of the proceeds of the Bonds are to be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit. Section 15. General Arbitrage Covenants The Village represents and certifies as follows with respect to the Bonds: A. 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- -23- tify bond issues under Treasury Regulations Section 1.103-13 (a)(2)(ii) (1979). B. Moneys on deposit in any fund or account in con- nection with the Bonds, including the Proceeds Fund and Bond Fund, whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other source, will not be used in a manner which will cause the Bonds to be "arbitrage bonds" within the meaning of Code Section 148 and any lawful regulations promulgated thereunder, including Treasury Regula- tions Sections 1.103.13, 1.103-14 and 1.103-15 (1979) as the same presently exist or may from time to time hereafter be amended, supplemented or revised. Section 16. Further Tax Covenants: Restricted Yield; Arbitrage Rebate 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 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 properly given; (d) to invest the proceeds of the Bonds in investments properly restricted as to yield (rate of return) upon such advice; (e) to pay to the United States, if necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds; (f) to file such forms, statements and supporting documents as may be required and in a timely manner; and (g) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advi- sors, attorneys and other persons to assist the Village in such compliance. -24- Section 17. 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 18. opinion of Counsel Exception The Village reserves the right to use or invest moneys in connection with the Bonds in any manner, notwithstanding the covenants in Sections 14 through 17 herein, provided it shall first have received an opinion from Chapman and Cutler, Chicago, Illinois, or another attorney or firm of attorneys of nationally recognized standing in matters pertaining to Tax-exempt bonds to the effect that use or investment of such moneys as contemplated will not result in loss of Tax-exempt status for the Bonds. Section 19. Bond Registrar and Paying Agent Provisions If requested by the Bond Registrar and Paying Agent, any officer of the Village is authorized to execute the Bond Registrar's and Paying Agent's standard form of agreement between the Village and the Bond Registrar and Paying Agent with respect to the obligations and duties of the Bond Registrar and Paying Agent hereunder. In addition to the terms of such agreement and subject to modification thereby, the Bond Registrar and Paying Agent by its acceptance of duties hereunder agrees: (a) to act as bond registrar, paying agent, authenticating 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 other- wise to keep such list confidential to the extent permitted by law; (c) to cancel and/or destroy Bonds which have been paid at maturity or upon redemption or submitted for exchange or trans- fer; (d) to furnish the Village at least annually a certificate with respect to Bonds cancelled and/or destroyed; and -25- (e) to furnish the Village at least annually an audit con- firmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. The Village Clerk of the Village is hereby directed to file a certified copy of this Ordinance with the Bond Registrar and the Paying Agent. Section 20. 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 President and Board of Trustees. Section 21. 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: Ronald L. Chernick, Dennis J. Gallitano, Edward R. Hauser, James P. Petri, Michael A. Tosto, Joseph T. Bosslet NAYS: none ABSENT: none ADOPTED: December 8, 1987 APPROVED: December 81 1987 Charles J. Zettek President Village of Elk Grove Village Cook and DuPage Counties, Illinois -26- RECORDED In Village Records: December 9, 1987. PUBLISHED in pamphlet form by authority of the President and Board of Trustees at 10:00 a.m. on December 9, 1987. Attest: Village Clerk Village of Elk Grove Village Cook and DuPage Counties, Illinois -27- ESCROW AGREEMENT December 1987 Introductory Statement At the request of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the "Village"), $ (the "Funds") 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 pro- vided. The Funds are derived from the principal proceeds of $5,000,000 General obligation Bonds, Series 1987 (the "Bonds") of the Village, issued pursuant to Ordinance Number , passed December 8, 1987 (the "Bond Ordinance") certified copy of which has been delivered to the Escrow Agent, receipt of copy of which the Escrow Agent by signing this Escrow does hereby acknowledge. This Escrow is established pursuant to Section 13 of the Bond Ordinance as an interim escrow of Bond proceeds prior to disbursement for either the Insurance Reserve Fund Purposes or the Alternative Corporate Purposes, as defined in the Bond Ordi- nance. The duties of the Escrow Agent are to hold the Funds until a successor escrow agreement has been approved and estab- lished, as hereinafter provided, and a successor escrow agent (which may be the Escrow Agent) properly appointed to act. The Funds are to be invested and disbursed or paid over all at such restricted yields, for such terms and upon such conditions as hereinafter set forth. The Escrow Agent shall hold, invest and disburse or pay over 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 The Village, contemporaneously with the execution and delivery of this Escrow, has deposited $ proceeds of the Bonds hereunder; and the Bank, by its execution and delivery hereof, acknowledges receipt of the Funds. The Funds are to be further deposited and held in the two funds created in Section 13 EXHIBIT A 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 Obli- gation Bonds, Series 1987, Proceeds Fund" (the "Proceeds Fund"). $ shall be deposited into the Bond Fund and $ (the remaining balance) shall be deposited into the Proceeds Fund. Section 2. Terms of Escrow; Disbursements The Escrow Agent holds the Funds in the Bond Fund for the sole and exclusive benefit of the holders of the Bonds. The Escrow Agent holds the Funds in the Proceeds Fund for benefit of the municipalities comprising HELP, the Village for its corporate purposes and 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. The Escrow Agent shall pay out amounts in the Proceeds Fund to pay costs of issuance of the Bonds upon submission from the Village of a written request for payment, signed by the Pres- ident and attested by the Village Clerk of the Village, or signed and attested by any other officers of the Village authorized to sign or countersign checks, which request shall state that the payment has been properly approved in the amount requested according to authorized Village procedures and shall have attached a copy of the bill or service statement from the party providing services. On or before April 1, 1988, the Village will deliver to the Escrow Agent a certified copy of an ordinance of the Village authorizing a subsequent escrow agreement, a copy of such subse- quent agreement, and an opinion of Chapman and Cutler, bond coun- sel, or other nationally recognized bond counsel, that the afore- said ordinance and subsequent escrow agreement have been properly passed and are in due form and comply with the requirements of the Bond Ordinance. Upon submission to the Escrow Agent of these -2- documents (the "Subsequent Documents"), the Escrow Agent shall pay over all amounts on deposit hereunder to the escrow agent (which may be the Escrow Agent) under the Subsequent Documents, at the direction of the Village Treasurer. Section 3. Rebate Covenants and Payout The Funds are subject to certain covenants of the Vil- lage 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." The Escrow Agent agrees to keep accurate records with respect to the deposit, investment and disbursement of the Funds and investment earnings thereon and to make such records available to the Vil- lage 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 the Treasurer of the Vil- lage, countersigned by the Village Manager, 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; provided however that such written request shall be accompanied by an opinion of independent counsel or independent accountants -3- indicating the amount of rebate calculated as then being due or accrued. Section 4. Investments Moneys at any time on deposit in the funds shall, upon direction of the Treasurer of the Village, be invested or rein- vested by the Escrow Agent in investments as authorized by this section maturing not more than one year after the date of invest- ment. Such moneys shall be invested and reinvested in obliga- tions having a yield (as such term is defined in Section 148 of the Internal Revenue Code of 1986) not in excess of the yield on the Bonds and shall be limited to investments in direct obliga- tions of the United States of America (including obligations of the State and Local Government Series) purchased at the market price therefor. Any interest or profit on such investments shall be credited to and any loss on such investments shall be charged to the Proceeds Fund. The Escrow Agent shall not be obligated to invest any moneys held by it hereunder except as directed by the Village. 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 of the then current market value thereof or the repurchase price thereof set forth in the applicable repurchase agreement. Section 5. 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 and the Vil- lage as their interests appear and shall not be subject to lien or attachment of any creditor of the Village. Such moneys shall be held in trust and applied in accordance with the provisions of this Escrow. Section b. 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, receiver or employee retained or employed by it in connection herewith. The Escrow Agent may act upon the opinion or advice of an attorney, surveyor, engineer or accountant selected by it in the exercise of reasonable care or, if selected or retained by the Village, approved by the Escrow Agent in the exercise of such -5- 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, or the filing of financing statements, or for the validity of the execution by the Village of this Escrow, or of any supplemental instruments of further assurance, or for the sufficiency 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. C. The Escrow Agent shall not be accountable for the use or application by the Village of the Bonds or the proceeds thereof or for the use or application 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 Mayor or Vil- lage Clerk or its Comptroller 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, trans- action 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 under its seal to the effect that a resolution, ordinance or proceeding in the form therein set forth has been adopted by the Village 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 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 deliv- ered 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 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 the Village to the withdrawal of any cash or the taking of any other action by the Escrow Agent. -7- 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 7. Fees, Charges and Expenses of Escrow Agent The Escrow Agent shall be entitled to payment and/'or reimbursement by the Village for reasonable fees and for its ser- vices 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 8. 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 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 9. 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 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. Such notice to the Village may be served personally or sent by regis- tered or certified mail. Section 10. 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. Section 11. 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, by an instrument signed by the Village, duly authorized by resolution or ordinance of the President and Board of Trustees; provided, nevertheless, that in case of such vacancy the Village by an instrument exe- cuted and signed by its President and attested by its Village Clerk or other designated officers of the Village 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 shall immediately and without further act be superseded by the Escrow Agent so appointed by the Village. 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 examination by Federal or State authorities, and having a reported capital and surplus of not less than $10,000,000. Section 12. Concerning Any Successor Escrow Agent Every successor Escrow Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the Village 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 obliga- tions of its predecessor, but such predecessor shall, neverthe- less, on the written request of the Village, 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 instru- ment in writing from the Village be required by any successor Escrow Agent for more fully and certainly vesting in such succes- sor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowl- edged and delivered by the Village. Section 13. 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 14. 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. -10- Section 15. 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 Mayor and Village Clerk of the Village; 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 the action may properly be taken unilaterally without regard to any other party and (3) the actions by the officers of the Village in amending or terminating the Escrow are in accordance or consistent with proceedings prop- erly taken by the City Council of the Village. In the event of amendment or termination, the Escrow Agent shall administer or terminate the Escrow as then directed. Section 16. 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 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 contained; this Escrow and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of HELP and the parties hereto. Section 17. Discharge Upon the disbursement of all the moneys held under this Escrow pursuant to Section 2 hereof, or termination by the terms of Section 15 hereof, this Escrow shall be discharged and termi- nated. -11- Section 18. Binding, Effect This Escrow shall be binding upon and inure to the benefit of each of the parties hereto. Section 19. Governing Law This Escrow shall be construed in accordance with and governed by the law of the State of Illinois. Section 20. 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 the Escrow Agent: American National Bank and Trust Company of Chicago 33 North LaSalle Street Chicago, Illinois 60690 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 21. 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 22. 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. -12- Section 23. 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 President Attest: Village Clerk . ( SEAL ) AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO By Attest: (SEAL) The aforesaid Escrow Agreement received and acknowl- edged this day of 1987. Village Treasurer -13- STATE OF ILLINOIS ) SS COUNTY OF COOK ) CERTIFICATION OF MINUTES AND 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 "Vil- lage"), 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 "Presi- dent 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 8th day of December 1987 insofar as the same relates to the adoption of an ordinance entitled: AN ORDINANCE providing for the issuance of $5,000,000 General Obligation Bonds, Series 1987, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, and providing for the levy and collection of a direct annual tax for the payment of the principal of and interest on said bonds. a true, correct and complete copy of which said ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the President and Board of Trustees on the adoption of said ordinance were taken openly; that the vote on the adoption of said ordi- nance was taken openly; that said meeting was held at a specified time and place convenient to the public; that notice of said meeting was duly given to all newspapers, radio or television stations and other news media requesting such notice; and that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and the Illinois Municipal Code, as amended, and that the President and Board of Trustees has complied with all of the provisions of said Act and said Code and with all of the pro- cedural rules of the President and Board of Trustees in the adop- tion of said ordinance. IN WITNESS WHEREOF I hereunto affix my official signa- ture and the seal of the Village this 9th day of December 1987. Villa Clerk (SEAL) STATE OF ILLINOIS ) SS COUNTY OF COOK ) CERTIFICATE OF PUBLICATION IN PAMPHLET FORM I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the "Vil- lage"), 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 "Presi- dent and Board of Trustees") thereof. I do further certify that at 10 a.m. on the 9th day of December 1987 there was published in pamphlet form, by authority of the President and Board of Trustees, a true, correct and com- plete copy of Ordinance Number 1930 of the Village providing for the issuance of $5,000,000 General Obligation Bonds, Series 1987, dated December 15, 1987, of the Village and that said ordi- nance as so published was on said date readily available for public inspection and distribution, in sufficient number to meet the needs of the general public, at my office as Village Clerk located in the Village. IN WITNESS WHEREOF I have affixed hereto my official signature and the seal of the Village this 9th day of December 1987. �✓ Village C erk (SEAL) STATE OF ILLINOIS ) SS COUNTY OF DnPAGE ) CERTIFICATE OF FILING I, Gary A. King, do hereby certify that I am the duly qualified and acting County Clerk of The County of DuPage, Illi- nois, and as such officer I do hereby certify that on the 9th day of December 1987 there was filed in my office a properly certified copy of Ordinance Number 1930 , passed by the President and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, on the 8th day of December 1987 and entitled: AN ORDINANCE providing for the issuance of $5,000,000 General Obligation Bonds, Series 1987, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, and providing for the levy and collection of a direct annual tax for the payment of the principal of and interest on said bonds. and that the same has been deposited in the official files and records of my office. IN WITNESS WBEREOF I have hereunto affixed my official signature and the seal of The County of DuPage, Illinois, at Wheaton, Illinois, this 9th day of December 1987. __'ervuj J, County erk of The Cc ty of DuPage, linois (SEAL) STATE OF ILLINOIS ) SS COUNTY OF COOK ) CERTIFICATE OF FILING I, Stanley T. Kusper, Jr., do hereby certify that I am the duly qualified and acting County Clerk of The County of Cook, Illinois, and as such officer I do hereby certify that on the day of December 1987 there was filed in my office a prop- erly certified copy of Ordinance Number 1930 , passed by the President and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, on the Sth day of December 1987 and entitled: AN ORDINANCE providing for the issuance of $5,000,000 General Obligation Bonds, Series 1987, of the Village of Elk Grove Village, Cook. and DuPage Counties, Illinois, and, providing for the levy and collection of a direct annual tax for the payment of the principal of and interest on said bonds. and that the same has been deposited in the official files and records of my office. IN WITNESS WHEREOF I have hereunto affixed my official signature and the seal of The County of Cook, Illinois, at Chica- go, Illinois, this day of December 1987. County Clerk of The County of Cook, Illinois (SEAL) 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, 901 Wellington Avenue r in said Village, at 8:05 p.m., on the 8th day of December 1987. 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, Dennis J. Gallitano, Edward R. Hauser, James P. Petri, Michael A. Tosto The following were absent: none The President and Board of Trustees then discussed a program of self-insurance with other municipalities of the State of Illinois (the High -Level Excess Liability Pool), and the use of the credit of and issuance of bonds of the Village, as a Host Member to fund an initial reserve fund for the Pool, or if the Pool fails to undertake the responsibility of providing for the payment of such bonds, alternate use of the proceeds for general corporate purposes of the Village; and thereupon considered an ordinance providing for the issuance of $5,000,000 General Obli- gation Bonds, Series 1987, 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, Trustee James P. Petri presented, the Village Attorney explained, and there was incorporated into the record in full the following ordinance: -1- AN ORDINANCE providing for the issuance of $5,000,000 General Obligation Bonds, Series 1987, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, and providing for the levy and collection of a direct annual tax for the payment of the principal of and interest on said bonds. (the Bond Ordinance). Trustee James P. Petri moved and Trustee Michael A. Tosto seconded the 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 motion to adopt such ordi- nance. Upon the roll being called, the following Trustees voted AYE: Ronald L. Chernick, Dennis J. Gallitano, Edward R. Hauser, James P. Petri, Michael A. Tosto, Joseph T. Bosslet 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 the 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. Upon motion duly made and carried, the meeting adjourned. -2- i Village/Clerk