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HomeMy WebLinkAboutRESOLUTION - 35-89 - 6/13/1989 - GEN. OBLIGATION BONDS/10,000,000EXTRACT OF MINUTES of a regular public meeting of the President and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, held at Village Hall, located at 901 Wellington Avenue, in said Village at 8:06 p.m., on the 13th day of .June 1989. The President called the meeting to order and directed the Village Clerk to call the roll. Upon roll call, the following answered present: Charles J. zettek , President, and Trustees Joseph T. Bosslet, Ronald L. Chernick, Edward R. Hauser, James P. Petri, Michael A. Tosto The following were absent: Dennis J. Gallitano Trustee Chernick presented, the Village Attorney explained, and the Village Clerk read into the record in full the following resolution: RESOLUTION confirming sale of $10,000,000 General Obligation Bonds, Series 1989, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois. [Extract, Resolution Confirming Sale] -1- Petri Trustee Ronald L. Chernick moved and Trustee James P. seconded the motion that said resolution as pre - sented and read be adopted. After discussion thereof, the President directed that the roll be called for a vote upon the motion to adopt the reso- lution. Upon the roll being called, the following Trustees voted AYE: Edward R. Hauser, James P. Petri, Michael A. Tosto, Joseph T. Bosslet, Ronald L. Chernick and the following Trustees voted NAY: none the President declared the motion carried and the resolution 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. adjourned. Other business was duly transacted. Upon motion duly made and carried, the meeting Patricia S. Smith Village Clerk -2- RESOLUTION NUMBER 35-89 RESOLUTION confirming sale of $10,000,000 General Obligation Bonds, Series 1989, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois. WHEREAS the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the "Village"), has advertised for bids for $10,000,000 General Obligation Bonds, Series 1989 (the "Bonds"); and WHEREAS the Bonds have been offered for sale and the bids therefor have been received and tabulated as indicated on Exhibit A attached hereto and made a part hereof by this refer- ence, and it is hereby determined that the bid (the "Bid") of Harris Trust and Savings Bank, Chicago, Illinois, and associates, conforms to all terms of the Official Notice of Sale for the Bonds and is the lowest and best bid for the Bonds, and said purchaser has agreed to accept delivery of the Bonds bearing the rates of interest as hereinafter set forth; NOW THEREFORE Be It Resolved by the President and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, as follows: Section 1. Execution of Bonds The Bonds as defined in the preambles to this resolu- tion shall be executed by the officials of the Village in the manner and form as provided for in and by the ordinance authoriz- -1- ing the Bonds, and the Bonds shall bear interest at the rates for the years as set forth in the Bid, copy of which is attached hereto as Exhibit B and made a part hereof by this reference. Section 2. Accept Bid The President and Village Clerk are hereby authorized and directed to execute and accept the Bid. Section 3. Deliver Bonds The officials of the Village are hereby ordered and directed to have the Bonds prepared for delivery to the said purchaser thereof, and to execute the Bonds bearing the rates of interest specified herein. Upon execution thereof, the Bonds shall be deposited with the Village Treasurer and be by said Treasurer delivered to the aforesaid purchaser thereof upon receipt of the purchase price therefor, being a price of $9,906,300.00 plus accrued interest, in accordance with the terms of the contract hereby authorized to be entered into by and between such purchaser and the Village. Section 4. No Conflicts It is hereby found and declared that no person holding any office of the Village, either by election or appointment, is in any manner interested, either directly or indirectly, in his own name or in the name of any other person, association, trust or corporation, in the contract so confirmed in this resolution to said purchaser for the purchase and sale of the Bonds. -2- Section 5. Effective Date This resolution shall be in full force and effect immediately upon its passage. Passed this 13th day of June 1989. Approved this 13th clay of June 1989. APPROVED: Charles J. Zettek President AYES: Edward R. Hauser, James P. Petri, Michael A. Tosto, Joseph T. Bosslet, Ronald L. Chernick. NAYS: none ABSENT: Dennis J. Gallitano Recorded in the Village records on June 13 , 1989 Attest: Patricia S. Smith Village Clerk -3- .John Soveen.F('u. l ncorpuruted CrstA%a(-kcrUnice Tt�lephone M2,917.7700 Inccstment Bankers .io). Illinois 60600-1286 EXHIBIT "A" June 13, 1989 The President and Board of Trustees village of Elk Grove Village 901 Wellington Avenue Elk Grove Village, Illinois Ladies and Gentlemen: John Nuveen & Co. Incorporated has served as your financial advisor in the receipt of bids for $10,OCO,000 General Obligation Bonds, Series 1989. Today we opened six valid bids for the bonds, represented by the account managers as follows: True Interest Cost Harris Trust and Savings Bank 6.5204% First Chicago Capital Markets 6.6175 Griffin, Kubik, Stephens & Thompson 6.6420 Merrill Lynch Capital Markets 6.6500 Prudential-Bache Capital Funding 6.6367 National Bank of Detroit 6.8098 We have reviewed the bids andreceived and delivered a $200,000 "good faith" check from the Harris Trust to the care of George Coney, Director of Finance and Treasurer. We recommend that the Board accept the bid of Harris Trust and Savings Bank. We will be present at your meeting tonight to answer questions and report in person on the bidding. -1el John H. Peterson Vice President JHP/mf 6711d/42 EXHIBIT B [To Resolution Confirming Sale] [Here insert copy of offer of purchaser as executed by President and Village Clerk] -5- c 'd 61;rl 68%h1i90 A-- - EXHIBIT "B" page 1 OFFICIAL BID FORM w0aA June 13, 1989 Village of Elk Grove Village, Illinois c/o John Nuveen & Co. Incorporated 333 West Wacker Drive Chicago, Illinois 60606 President and Village Board of Trustees: For your $10,000,000 General Obligation Bonds, Series 1989 (maturing 1990 through 2004) of the Village of Elk Grove Village, Illinois, as described in the annexed Official Notice of Sale which is expressly made a part of this bid, we will pay you $ 06i. o0 plus accrued interest from July 1, 1989, to the date of delivery for bonds bearing interest as follows (each rate a multiple of 1/8 or 1/20 of 1%). AMOUNTS, MATURITIES, AND INTEREST RATES Principal Dae Interest Principal Due Interest Amount December 1 Rates Ameunl December t Rates $140,000 1990 6J�% $700,000 1998 00% 440,000 1991 4.15% 750,000 1999 6.35% 470,000 1992 4d% 800,000 2000 4.16—% 500,000 1993 640% 860,000 2001 k111% 535,000 1994 iva_% 920,000 2002 LYS.% 575,000 1995 (610% 985,000 2003 AL. 56 TO 615,000 1996 1>•A5% 1,055,000 2004 &50% 655,000 1997 4:5%a This bid is irrevocable for 24 hours. Said bonds are to be executed and delivered to us in accordance with the terms of this bid accompanied by the approving legal opinion of Chapman and Cutler, Chicago, Illinois. You are to pay for said legal opinion and for registering the bonds with Midwest Securities Trust Company in a global book -entry form. As evidence of our good faith, we enclose herewith a check payable to the order of the Treasurer of the Village of Elk Grove Village, Illinois in the sum of $200,000 under the terms provided in your Official Notice of Sale. Attached hereto is a list of the members of our account on whose behalf this bid is made. Description of Check: Amount: $200,000 Name of Bank Harr a Trugtf and Saying Hark City State Illinois Certified (Cashier's) Check No. A850222 Dated June 8, 1989 Respectfully Submitted, e Harris Trus an Savings Bank & Aasoclat AlatA e A c ) Account dres Manager By arm n, ce res ent Ad City Chicago State Illinois For Use by Village Only The above check was returned and received for the above named Account Manager By The foregoing bid was accepted and bonds sold by resolu ' n of the Village of Elk Grove Village, Illinois, June 13, 1989, and receipt is hereby acknowledged of the g d faith check whit is bei held in accordance with the terms of the annexed fficial Notice of Sale. I AGE OF EL O ILLAGE, ILLIN Village Clerk asurer —NOT A PART OF BID— Our calculation on a true interest cost ("TIC") basis to my 1, 1989 produces a net effective interest rate ofd 5d % TOTAL BOND YEARS: 98,761.667 Years AVERAGE LIFE: 9 Years, 11 Months 8 'd n"i0i E 'd 01:01 68%b1i80 EXHIBIT "B" PAGE 2 VIL.L..AGE. OF ELK GROVE VILLAGE, ILLINOIS Membership Harris Trust and Savings Bank ) Bear, Stearns I Co., Incorporated, Chicago ) The First Boston Corporation, New York ) Norwest Investment Services, Inc., Minneapolis) John Nuveen & Co., Incorported, Chicago ) Van Kampen Merritt Incorporated, Lisle ) William Blair E, Company, Chicago Boatmen's National. Bank, St. Louis Hutchinson, Shockey, Erley & Company Amo rcian National Bank and frust Company of Chicago Bernardi Securities, Incorporated Prescott, Ball & Turbon, ]Incorporated, Now York Thomson McKinnon Securities, Inc., Detroit Unibanc Trust Company, Chicago United Missouri Bank Joint Managers w0ai STATE OF ILLINOIS ) SS COUNTY OF COOK ) CERTIFICATION Oi' RESOLUTION AND MINUTES 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 journal of proceedings, books, records, minutes and files of the Village and of the President and Board of Trustees (the "Corporate Authorities") thereof. I do further certify that the foregoing constitutes a full, true and complete transcript of the minutes of the legally convened meeting of the Corporate Authorities of the Village held on the 13th day of June 1989, and of a resolution, adopted at said meeting, numbered 15_A9 , and entitled: RESOLUTION confirming sale of $10,000,000 General Obligation Bonds, Series 1989, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois. I do further certify that the deliberations of the Corporate Authorities on the adoption of said resolution were taken openly; that the vote on the adoption of said resolution was taken openly; that said meeting was he'd at a specified time and place convenient to the public; that the 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 accordance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and that the Corporate Authorities have complied with all of the applicable provisions of said Act, the Illinois Municipal Code, and their own procedural rules in the adoption of said resolution. IN WITNESS WHEREOF I have hereunto affixed my official signature and the seal of the Village this 14th day of June 1989. Patricia S. Smith Village Clerk (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, located at 901 Wellington Avenue, in said Village, at 8:06 p.m•, on the 13th day of June 1989. 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 Edward R. Hauser, James P. Petri, Michael A. Tosto The following were absent: Dennis J. Gallitano The President and Board of Trustees then discussed the proposed library building project for the Village and other public improvements and considered an ordinance providing for the issuance of $10,000,000 General Obligation Bonds, Series 1989, 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 read into the record in full the following ordinance: AN ORDINANCE providing for the issuance of $10,000,000 General Obligation Bonds, Series 1989, 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 Ronald L. Chernick seconded the motion that the Bond Ordinance as presented be adopted. A Board discussion of the matter followed. During the Board discussion, the President gave a public recital of the nature of the matter, which included a reading of the title of the ordinance and statements (1) that the ordinance provided for the issuance of general obligation bonds for the purpose of pro- viding funds for the library and other municipal projects, (2) that the bonds are issuable without referendum pursuant to the home rule powers of the Village, (3) that the ordinance provides for the levy of taxes to pay, the bonds, and (4) that the ordi- nance provides many details for the bonds, including tax-exempt status covenants, provision for terms and form of the bonds, and appropriations. Thereupon the President directed that the roll be called for a vote upon the motion to adopt such ordinance. Upon the roll being called, the following Trustees voted AYE: James P. Petri, Michael A. Tosto. Joseph T. Bossl r Rnnald L. Chernick, Edward R. Hauser and the following Trustees voted NAY: WHEREUPON the President declared the motion carried and the ordinance adopted, and henceforth did approve and sign the same in open meeting, and did direct the Village Clerk to record the same in full in the records of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois. adjourned. Other business was duly transacted at said meeting. Upon motion duly made and carried, the meeting Patricia S. Smith Village Clerk ORDINANCE NUMBER 2048 AN ORDINANCE providing for the issuance of $10,000,000 General Obligation Bonds, Series 1989, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, and providing for the levy and collection of a direct annual tax for the payment of the principal of and interest on said bonds. WHEREAS the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the "Village") has a population in excess of 25,000 as determined by the last official census, and pursuant to the provisions of Section 6 of Article VII of the Constitution of the State of Illinois, the Village is a home rule unit and may exercise any power or perform any function pertain- ing to its government and affairs including, but not limited to, the power to tax and to incur debt; and WHEREAS pursuant to the provisions of said Section 6, the Village has the power to incur debt payable from ad valorem property tax receipts or from any other lawful source and matur- ing within 40 years from the time it is incurred without prior referendum approval; and WHEREAS the President and Board of Trustees of the Village have adopted no ordinances, resolutions, orders or motions or provided any Village Code provisions which restrict or limit the exercise of the home rule powers of the Village in the issuance of general obligation bonds without referendum for cor- porate purposes or which provides any special rules or procedures for the exercise of such power; and WHEREAS the Board of Library Trustees of the Village have heretofore submitted to the Corporate Authorities for con- sideration and approval a record of said Trustees' proceedings (the "Proceedings") in approving a plan and estimate of cost for a new public library building in and for the Village (the "Library Project") in which it is determined that $4,500,000 is the amount necessary to be raised from a bond issue of the Village; and WHEREAS the Corporate Authorities have considered the Proceedings and do hereby approve them and do further concur in the findings and recommendations set forth therein as if set forth herein in full; and WHEREAS the Corporate Authorities have heretofore determined and do hereby determine that it is necessary and advisable for the public health, safety, welfare, and convenience of residents of the Village that certain municipal improvements, including street and intersection and fire station improvements, all as more particularly described in the complete Capital Improvement Program for the Village, as adopted by the Corporate Authorities of the Village on the 9th day of May 1989 (which improvements may be referred to as the "Corporate Capital Improvements"), all in accordance with the Capital Improvement Program, but subject to amendment as deemed necessary from time to time by the Corporate Authorities; and -2- WHEREAS the estimated cost to the Village of the Corporate Capital Improvements is the sum of $6,873,810; and WHEREAS there are .insufficient funds of the Village on hand and lawfully available to pay such costs of the Library Project, as aforesaid, and the Corporate Capital Improvements Project (which library project and improvements project may be referred to, collectively, as the "Projects"); and WHEREAS the Corporate Authorities do hereby determine that it is advisable and in the best interests of the Village to borrow $10,000,000 at this time for the purpose of paying a part of the costs of the Projects and, in evidence of such borrowing, issue its full faith and credit bonds in the principal amount of $10,000,000; NOW THEREFORE Be it Ordained by the President and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, in the exercise of its home rule powers, as follows: Section 1. Definitions In addition to such other words and terms used and defined in this Ordinance, the following words and terms used in this Ordinance shall have the following meanings, unless, in either case, the context or use clearly indicates another or different meaning is intended: -3- "Bond" or "Bonds" means one or more, as applicable, of the $10,000,000 General Obligation Bonds, Series 1989, authorized to be issued by this Ordinance. "Bond Account" means the Bond Account established and defined in Section 14 of this Ordinance. "Bond Register" means the books of the Village kept by the Bond Registrar to evidence the registration and transfer of the Bonds. "Bond Registrar" means the Treasurer of the Village or, as provided herein, a successor bank with trust powers or a trust company, duly authorized to do business as a bond registrar and paying agent as herein required. "Code" means the Internal Revenue Code of 1986. "Corporate Authorities" means the President and Board of Trustees of the Village. "Depository" means Midwest Securities Trust Company, an Illinois limited trust company, its successors, or a successor depository qualified to clear securities under applicable state and federal laws. "Ordinance" means this Ordinance, numbered as set forth on the title page hereof, and passed by the Corporate Authorities on the 13th day of June 1989. "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 11 hereof. -4- "Projects" means the Village Library Project and Corporate Capital Improvements Project as described and defined in the preambles hereto. "Projects Fund" means the Projects Fund authorized to be established and as defined in Section 14 of this Ordinance. "Rebate Fund" means the Rebate Fund authorized to be established and as defined in Section 14 of this Ordinance. "Tax-exempt" means, with respect to the Bonds, the sta- tus of interest paid and received thereon as not includible in the gross income of the owners thereof under the Code for federal income tax purposes except to the extent that such interest will be taken into account in computing an adjustment used in deter- mining the alternative minimum tax for certain corporations, in computing the environmental tax imposed on certain corporations and in computing the "branch profits tax" imposed on certain for- eign corporations. "Village" means the Village of Elk Grove Village, Cook and DuPage Counties, Illinois. Section 2. Incorporation of Preambles The Corporate Authorities hereby find that all of the recitals contained in the preambles to this Ordinance are true, correct and complete and do :Incorporate them into this Ordinance by this reference. -5- Section 3. Determination To Issue Bonds It is necessary and in the best interests of the Village to acquire and construct the Projects, to pay all related costs and expenses incidental thereto, and to borrow money and issue the Bonds for such purposes. It is hereby found and determined that such borrowing of money is necessary for the welfare of the government and affairs of the Village, is for a proper public purpose or pur- poses and is in the public interest, and is authorized pursuant to Section 6 of Article VII of the Illinois Constitution, the Illinois Local Library Act, and all other laws supplemental thereto; and these findings and determinations shall be deemed conclusive. Section 4. Bond Details For the purpose of providing for the payment of a part of the costs of the Projects, and to pay all related costs and expenses incidental thereto, there shall be issued and sold the Bonds in the principal amount of $10,000,000. The Bonds shall each be designated "General Obligation Bond, Series 1989"; the Bonds shall be dated July 1, 1989 (the "Dated Date"), and shall also bear the date of authentication thereof. The Bonds shall be in fully registered book -entry form, shall be in denominations of $5,000 or integral multiples thereof (but no single Bond shall represent principal maturing on more than one date), shall be numbered consecutively in such fashion as shall be determined by Q -M the Bond Registrar, and shall become due and payable serially (subject to right of prior redemption) on December 1 of the years and in the amounts and bearing interest at the rates percent per annum as follows: Year Amount($) Rate(%) Year Amount($) Rate( 1990 140,000 6.15 1998 700,000 6.30 1991 440,000 6.15 1999 750,000 6.35 1992 470,000 6.20 2000 800,000 6.40 1993 500,000 6.20 2001 860,000 6.45 1994 535,000 6.20 2002 920,000 6.45 1995 575,000 6.25 2003 985,000 6.50 1996 615,000 6.25 2004 1,055,000 6.50 1997 655,000 6.25 Each Bond shall bear interest from the later of its Dated Date as herein provided or from the most recent interest payment date to which interest has been paid or duly provided for (including, in the case of a Bond issued in exchange for or upon transfer or replacement of predecessor Bonds, such predecessor Bonds), until the principal amount of such Bond is paid or duly provided for, such interest (computed upon the basis of a 360 -day year of twelve 30 -day months) being payable on June 1 and Decem- ber 1 of each year, commencing on December 1, 1989. So long as the Bonds are held in book -entry form as hereinafter more specifically set forth, interest on each Bond shall be paid to the Depository by check or draft or electronic funds transfer as may be agreed by the Treasurer of the Village and the Depository; in the event the Bonds should ever become available in physical form to registered owners other than the Depository, interest on each Bond shall be paid by check or draft of the Bond Registrar, -7- payable upon presentation thereof in lawful money of the United States of America, to the person in whose name such Bond is re- gistered at the close of business on the applicable record date. The applicable record date is the 15th day of the month preceding any regular interest payment date (a June 1 or December 1) and the 15th day preceding any other interest payment date which may be occasioned by a redemption of Bonds on a day other than a regular interest payment date. The principal of and re- demption premium, if any, due on the Bonds shall be payable in lawful money of the United States of America upon presentation thereof at the office of the Bond Registrar in the Village of Elk Grove Village, Illinois, or at successor Bond Registrar and address. Section 5. Book -Entry Provisions The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities of the Bonds. Upon initial issuance, the ownership of each such Bond shall be registered in the Bond Register in the name of "Kray & Co.", or any successor thereto, as nominee of the Depository. All of the outstanding Bonds from time to time shall be registered in the Bond Register in the name of Kray & Co., as nominee of the Depository. The Treasurer is authorized to exe- cute and deliver on behalf of the Village such letters to or agreements with the Depository as shall be necessary to effec- tuate such book -entry system (any such letter or agreement being �� referred to herein as the "Representation Letter"). Without limiting the generality of the authority given to the Treasurer with respect to entering into such Representation Letter, it may contain provisions relating to (a) payment procedures, (b) transfers of the Bonds or of beneficial interests therein, (c) redemption notices and procedures unique to the Depository, (d) additional notices or communications, and (e) amendment from time to time to conform with changing customs and practices with re- spect to securities industry transfer and payment practices. With respect to Bonds registered in the Bond Register in the name of Kray & Co., as nominee of the Depository, the Village and the Bond Registrar shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which the Depository holds Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds. Without limiting the meaning of the immediately preceding sentence, the Village and the Bond Regis- trar shall have no responsibility or obligation with respect to (a) the accuracy of the records of the Depository, Kray & Co., or any Depository Participant with respect to any ownership interest in the Bonds, (b) the delivery to any Depository Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any notice with respect to the ME Bonds, including any notice of redemption, or (c) the payment to any Depository Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any amount with respect to principal of or interest on the Bonds. No person other than a registered owner of a Bond as shown in the Bond Register shall receive a Bond certificate with respect to any Bond. Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has deter- mined to substitute a new nominee in place of Kray & Co., and subject to the provisions hereof with respect to the payment of interest to the registered owners of Bonds at the close of business on the applicable record date, the name "Kray & Co." in this Ordinance shall refer to such new nominee of the Depository. In the event that (a) the Village determines that the Depository is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the agree- ment among the Village, the Bond Registrar and the Depository evidenced by the Representation Letter shall be terminated for any reason or (c) the Village determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Village shall notify the Depos- itory and the Depository Participants of the availability of Bond certificates, and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Kray & Co., -10- as nominee of the Depository. The Village may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a book -entry system, as may be acceptable to the Village, or such depository's agent or designee, and if the Village does not select such alternate book - entry system, then the Bonds may be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Kray & Co., as nominee of the Depository, all payments with re- spect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. In the event that the Bonds ever become generally re- gistrable, as aforesaid, the Treasurer may, in his or her dis- cretion at such time, designal-e a bank with trust powers or trust company, duly authorized to do business as a bond registrar, paying agent, or both, to act in one or both such capacities hereunder, in the event the Treasurer shall determine it to be advisable. Notice shall be given to the registered owners of any such designation by registered mail not less than 30 days prior to the effective date of such designation. -11- Section 6. 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. -12- Section 7. Optional Redemption The Bonds due on or after December 1, 1997, are subject to redemption prior to maturity at the option of the Village, from any available funds, in. whole or in part on any date on or after June 1, 1997, 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 accruedinterest to the date fixed for redemption. Section 8. Redemption Procedure The Village shall, at least 45 days prior to the re- demption date (unless a shorter time period shall be satisfactory to the Bond Registrar), notify the Bond Registrar of such redemp- tion date and of the principal amount of Bonds to be redeemed. For purposes of any redemption of less than all of the Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot not more than 60 days prior to the redemption date by the Bond Registrar for the Bonds of such maturity by such method of :lottery as the Bond Registrar shall deem fair and appropriate; provided, that such lottery shall pro- vide 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. -13- The Bond Registrar shall promptly notify the Village in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. Unless waived by the owner of Bonds to be redeemed, official notice of any such redemption shall be given by the Bond Registrar on behalf of the Village by mailing the redemption notice by registered or certified mail not less than 30 days and not more than 60 days prior to the date fixed for redemption to each registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Regis- trar. All official notices of redemption shall include at least the information as follows: (a) the redemption date; (b) the redemption price; (c) if less than all of the outstanding Bonds of a parti- cular maturity are to be redeemed, the identification (and, in the case of partial redemption of Bonds within such maturity, the respective principal amounts) of the Bonds to be redeemed; (d) a statement that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after said date; and -14- (e) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the office of the Bond Registrar. Such additional notice and information as may be agreed upon with the Depository shall also be given so long as the Bonds are held by the Depository. Prior to any redemption date, the Village shall have on deposit with the Bond Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Village shall default in the payment of the redemp- tion price) such Bonds or portions of Bonds shall cease to bear interest. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed, to any particular regi- stered owner of a Bond, shall affect the sufficiency of such notice with respect to other registered owners. Notice having been properly given, failure of a registered owner of a Bond to receive such notice shall not: be deemed to invalidate, limit or delay the effect of the notice or redemption action described in the notice. Such notice may to 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 -15- notice. Waivers of notice by registered owners shall be filed with the Bond Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Upon surrender of such Bonds for redemption in accor- dance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. The procedure for the payment of interest due as part of the redemption price shall be as herein provided for payment of interest otherwise due. Upon sur- render for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of like tenor, of authorized denominations, of the same maturity, and bearing the same rate of interest in the amount of the unpaid principal. 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 -16- 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, Philadelphia Depository Trust Company of Philadelphia, Pennsylvania, and Midwest Securities Trust Company of Chicago, Illinois) and to one or more national information services, chosen in the discretion of the Bond Registrar, that disseminate notice of redemption of obligations such as the Bonds. Each further notice of redemption shall be published one time in The Bond Buyer, New York, New York or, if such publi- cation is impractical or unlA ely to reach a substantial number of the registered owners of the Bonds, in some other financial -17- 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 9. Registration of Bonds; Owners The Village shall cause books (the Bond Register) for the registration and for the transfer of the Bonds as provided in this Ordinance to be kept at the principal corporate trust office of the Bond Registrar in the Village of Elk Grove Village, Illinois, which is hereby constituted and appointed the registrar of the Village for the Bonds. The Village is authorized to pre- pare, 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. Subject to the provisions of this Ordinance relating to the Bonds as book -entry obligations only, should the Bonds no longer be held in such book -entry form, any Bond may be trans- ferred or exchanged, but only in the manner, subject to the limi- tations, and upon payment of the charges as set forth herein. Upon surrender for transfer or exchange of any Bond at the prin- cipal corporate trust office of the Bond Registrar, duly endorsed by or accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Bond Registrar and duly executed by the registered owner or an attorney for such owner duly authorized in writing, the Village shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the transferee or transferees or, in the case of an ex- change, 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 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 -19- 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 10. Form of Bond The Bonds shall be in substantially the form herein- after set forth; provided, however, that if the text of the Bond is to be printed in its entirety on the front side of the Bond, then the second paragraph of the front side of the Bond and the legend "See Reverse Side for Additional Provisions" shall be omitted and paragraphs on the reverse side of the Bond shall be inserted immediately after the first paragraph on the front side. -20- REGISTERED NO. [Form of Bond - Front Side] UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF COOK AND DU PAGE VILLAGE OF ELK GROVE VILLAGE GENERAL OBLIGATION BOND, SERIES 1989 See Reverse Side for Additional Provisions. Interest Maturity Rate: Date: Registered Owner: Dated Date: July 1, 1989 REGISTERED CUS I P_ 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 promisee to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above (subject to right of prior redemption as hereinafter stated), the Principal Amount identified above and to pay interest (computed on the basis of a 360 -day year of twelve 30 -day months) on such Principal Amount from the later of the Dated Date of this Bond identified above or -21- from the most recent interest payment date to which interest has been paid or duly provided for, at the Interest Rate per annum identified above, such interest to be payable on June 1 and December 1 of each year, commencing December 1, 1989, 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 office of the Treasurer of the Village, 901 Wellington Avenue, in the Village of Elk Grove Village, Illinois, as bond registrar and paying agent (the "Bond Registrar"). Pay- ment of interest shall be made to the Registered Owner hereof as shown on the registration books of the Village maintained by the Bond Registrar, at the close of business on the applicable record date. The applicable record date is the 15th day of the month preceding any regular interest payment date (a June 1 or December 1) and the 15th day preceding any other interest payment date which may be occasioned by a redemption of Bonds on a day other than a regular interest payment date. Interest shall be paid by check or draft of the Bond Registrar, payable upon presentation in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on such regis- tration books or at such other address furnished in writing by such Registered Owner to the Bond Registrar, or as otherwise agreed by the Village and Kray & Co., as nominee, or successor for so long as this Bond is held by Midwest Securities Trust -22- Company, Chicago, Illinois, the Depository, or nominee, in book - entry only form as provided for same. Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof, and such further pro- visions shall for all purposes have the same effect as if set forth at this place. It is hereby certified and recited that all conditions, acts and things required by the Constitution and Laws of the State of Illinois to exist or to be done precedent to and in the issuance of this Bond, including all procedural ordinances of the Village provided in the exercise of its home rule powers in issu- ing this Bond, have existed and have been properly done, happened and been performed in regular and due form and time as required by law; that the indebtedness of the Village, represented by the Bonds, and including all other indebtedness of the Village, how- soever evidenced or incurred, does not exceed any constitutional or statutory or other lawful limitation; and that provision has been made for the collection of a direct annual tax, in addition to all other taxes, on all of the taxable property in the Village sufficient to pay the interest hereon as the same falls due and also to pay and discharge the principal hereof at maturity. 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. -23- IN WITNESS WHEREOF the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, by its Corporate Authorities, has caused this Bond to be executed by the manual or duly author- ized facsimile signature of its President and attested by the manual or duly authorized facsimile signature of its Village Clerk and its corporate seal or a facsimile thereof to be impressed or reproduced hereon, all as appearing hereon and as of the Dated Date identified above. Charles J. Zettek President Village of Elk Grove Village Cook and DuPage Counties, Illinois Attest: Patricia S. Smith Village Clerk Village of Elk Grove Village Cook and DuPage Counties, Illinois (SEAL) Date of Authentication: , CERTIFICATE OF AUTHENTICATION Date of Authentication: , This Bond is one of the Bonds described in the within mentioned Ordinance and is one of the General Obligation Bonds, Series 1989, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois. Treasurer of the Village as Bond Registrar -24- (Form of Bond - Reverse Side) Village of Elk Grove Village, Cook and DuPage Counties, Illinois General Obligation Bond, Series 1989 This bond is one of a series of bonds (the "Bonds") in the aggregate principal amount of $10,000,000 issued by the Vil- lage for the purpose of paying a part of the costs of the Proj- ects, and of paying expenses incidental thereto, all as described and defined in the ordinance authorizing the Bonds (the "Ordi- nance"), pursuant to and in all respects in compliance with the applicable provisions of Section 6 of Article VII of the Con- stitution of the State of Illinois, with all procedural ordi- nances of the Village provided in the exercise of its home rule powers in issuing bonds without referendum, and with the Ordi- nance, which has been duly passed by the Corporate Authorities, and published, in all respects as by law required. This Bond may be transferred or exchanged, but only in the manner, subject to the ].imitations, and upon payment of the charges as set forth in the Ordinance. The Bonds due on or after December 1, 1997, are subject to redemption prior to maturity at the option of the Village, from any available funds, in whole or in part on any date on or after June 1, 1997, 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 fixed for redemp- tion. -25- Notice of any such redemption shall be given by the Bond Registrar on behalf of the Village as provided in said ordi- nances. The Village and the Bond Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes; and the Village and the Bond Registrar shall not be affected by any notice to the contrary. ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the prem- ises. Dated: Signature guaranteed: NOTICE: The signature to this transfer and assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. -26- Section 11. Tax Lewy 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): -27- For the Year A Tax Sufficient to Produce the Sum of: 1989 $1,039,055.63 for principal and interest up to and including December 1, 1990 1990 1,066,017.50 for principal and interest 1991 1,068,957.00 for principal and interest 1992 1,069,817.50 for principal and interest 1993 1,073,817.50 for principal and interest 1994 1,080,647.50 for principal and interest 1995 1,084,710.00 for principal and interest 1996 1,086,272.50 for principal and interest 1997 1,090,335.00 for principal and interest 1998 1,096,235.00 for principal and interest 1999 1,098,610.00 for principal and interest 2000 1,107,410.00 for principal and interest 2001 1,111,940.00 for principal and interest 2002 1,117,600.00 for principal and interest 2003 1,123,575.00 for principal and interest Interest or principal coming due at any time when there are insufficient funds on hand from the Pledged Taxes to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of the Pledged Taxes herein levied; and when the Pledged Taxes shall have been collected, reimburse- ment shall be made to said funds in the amount so advanced. WAL-10 Whenever other funds from any lawful source are made available for the purpose of paying any principal of or interest on the Bonds so as to enable the abatement of the taxes levied herein for the payment of same, the Corporate Authorities shall, by proper proceedings, direct the deposit of such funds into the Bond Account and further, by proper proceedings, shall direct the abatement of the taxes by the amount so deposited. A certified copy of any such proceedings abating taxes shall be filed with the County Clerks of The Counties of Cook and DuPage, Illinois, in a timely manner to effect such abatement. The Village covenants and agrees with the purchasers and registered owners of the! Bonds that so long as any of the Bonds remain outstanding, the Village will take no action or fail to take any action which in any way would adversely affect the ability of the Village to levy and collect the foregoing tax levy. The Village and its officers will comply with all present and future applicable laws in order to assure that the Pledged Taxes may be levied, extended and collected as provided herein and deposited into the Bond Account. Section 12. Filing with County Clerks Promptly, as soon as this Ordinance becomes effective, a copy hereof, certified by the Village Clerk of the Village, shall be filed with the County Clerks of The Counties of Cook and DuPage, Illinois; and said County Clerks shall in and for each of the years 1989 to 2003, inclusive, ascertain the rate percent -29- required to produce the aggregate tax hereinbefore provided to be levied in each of said years in each of said respective Counties; and said County Clerks shall (to the extent said tax has not been abated as provided herein) extend the same for collection on the tax books in connection with any other taxes that may be levied in said years in and by the Village for general corporate purposes of the Village; and in said years such annual tax shall be levied and collected by and for and on behalf of the Village in like manner as provided by law for the levy and collection of taxes for general corporate purposes for said years, without limit as to either rate or amount, and in addition to and in excess of all other taxes. Section 13. Sale of Bonds The Bonds shall be executed as in this Ordinance pro- vided as soon after the passage hereof as may be, shall be depos- ited with the Village Treasurer, and shall be by the Treasurer delivered to the purchasers thereof, namely, Harris Trust and Savings Bank, Chicago, Illinois, and associates, upon payment of the purchase price agreed upon, the same being not less than $9,906,300.00 plus accrued interest to date of delivery. The offer by bid for the sale of the Bonds to such purchaser dated June 13, 1989, is hereby in all respects ratified, approved and confirmed, it being hereby declared that no person holding any office of the Village, either by election or appointment, is in any manner interested, either directly or indirectly, in his own -30- name or the name of any other person, association, trust or corporation, in such offer and sale. Section 14. Creation of Funds and Appropriations Accrued interest and premium, if any, on the Bonds shall be and is hereby appropriated for the purpose of paying the first interest due on the Bonds and to such end is hereby ordered to be deposited into the Capital Projects Debt Service Fund, heretofore created, and further into the "General Obligation Bonds, Series 1989, Bond Account" (the Bond Account), hereby created, which shall be the fund for the payment of principal of and interest on the Bonds. The Pledged Taxes shall either be deposited into the Bond Account and used solely and only for paying the principal of and interest on the Bonds or be used to reimburse a fund or account from which advances to the Bond Account may have been made to pay principal of or interest on the Bonds prior to receipt of Pledged Taxes. Interest income or investment profit earned in the Bond Account shall be retained in the Bond Account for payment of the principal of or interest on the Bonds on the interest payment date next after such interest or profit is received or, to the extent lawful and as determined by the Corporate Authorities, transferred to such other fund (including the Rebate Fund) as may be determined. The Village hereby pledges, as equal and ratable security for the Bonds, all present and future proceeds of the Pledged Taxes for the sole benefit of -31- the registered owners of the Bonds, subject to the reserved right of the Corporate Authorities to transfer certain interest income or investment profit earned in the Bond Account to other funds of the Village, as described in the preceding sentence. The principal proceeds of the Bonds shall be set aside in a separate fund, heretofore created, and designated as the "Capital Projects Fund" (the Projects Fund). There are hereby further established two accounts in the Projects Fund to be known as the "Village Library Project Account" and the "Corporate Capital Improvements Project Account." Of the proceeds of the Bonds, 45% shall be credited to the Village Library Project Account and 55% to the Corporate Capital Improvements Project Account. Costs of the Village Library Project shall be charged to the Village Library Project Account, and costs of the Corpo- rate Capital Improvements Project shall be charged to the Corporate Capital Improvements Project Account. All costs and expenses incidental or allocable or related thereto, including all costs of issuance of the Bonds, shall be charged to said accounts pro rata based upon the 45/55 ratio of deposits. Interest income or investment profit earned in the Projects Fund shall be retained in the Projects Fund and allocable account for payment of costs of the Projects and related expenses, as afore- said, or for payment into the Rebate Fund, as required, or, but only upon further proceedings of the Corporate Authorities, be transferred to such other fund as the Corporate Authorities shall determine. -32- On November 30, 1989, or such earlier date as neces- sary, the Village Treasurer shall cause the Projects Fund to advance to the Bond Account a sum sufficient to pay interest due on the Bonds on December :_, 1089; and such advance shall be reimbursed out of the Pledged Taxes levied for the Bonds for the year 1989, which taxes include an amount for such interest. The advance shall be made pro rata, as aforesaid, from the two accounts of the Projects Fund herein created. There is hereby authorized to be created, when, as and if needed, a "Rebate Fund, Series 1989" (the Rebate Fund). The officers of the Village charged with meeting the covenants of the Village relating to the Tai: -exempt status of the Bonds shall create such fund as needed and make deposits from the Projects Fund, the Bond Account, or such other fund as the Corporate Authorities may designate, in such amounts as may be proper to assure payment of rebate of "excess arbitrage profits" on the Bonds to the United States. Section 15. 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. Not more than 5% of the proceeds of the Bonds are to be used, directly or indirectly, in any trade or business carried on by any person other than a state or local governmental unit. -33- B. Direct or indirect payments be made on the Bonds with respect to any private business use by any person other than a state or local governmental unit will not exceed 5% of all payments made on the Bonds. C. None of the proceeds of the Bonds are to be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit or an operating subdivi- sion of the Village (the Board of Library Trustees). D. No user of any property or equipment acquired as part of the Projects, and paid for with proceeds of the Bonds, other than the Village (including as part of the Village, the Board of Library Trustees), will use the same on any basis other than the same basis as the general public; and no person, other than as aforesaid, will be a user of any property or equipment acquired as part of the Projects, and paid for with proceeds of the Bonds, as a result of (i) ownership or (ii) actual or benefi- cial use pursuant to a lease, a management or incentive payment contract, or (iii) any other similar arrangement. Section 16. General Arbitrage Covenants The Village represents and certifies as follows with respect to the Bonds: A. The Village has heretofore incurred, or within six months after delivery of the Bonds expects to incur, substantial binding obligations with respect to the Projects to be paid for with money received from the sale of the Bonds, said binding ob- -34- ligations comprising binding contracts for the Projects in not less than the amount of $100,000. B. All of the principal proceeds of the Bonds and investment earnings thereon, net of "excess arbitrage profits," are expected to be used, needed and expended for the purpose of paying the costs of the Projects, including expenses incidental thereto, within three years of delivery of the Bonds. C. Work on the Projects is expected to proceed with due diligence to completion. D. No acquisition or improvement made as a part of the Projects has been or is expected to be sold or otherwise disposed of in whole or in material part prior to the last maturity of the Bonds. "Material part" means (i) land, or (ii) any improvement, or (iii) personal property or fixtures in excess of that which is expected to be sold, traded in or discarded upon wearing out or becoming obsolete. E. Except for the Bond Account, the Village has not created or established and will not create or establish any sink- ing fund, reserve fund or any other similar fund to provide for the payment of the Bonds. The Bond Account has been established and will be funded in a manner primarily to achieve a proper matching of tax revenues and debt service, and will be depleted at least annually to an amount not in excess of 1/12 the partic- ular annual debt service on the Bonds. Money deposited in the Bond Account will be spent within a 13 -month period beginning on -35- the date of deposit, and investment earnings in the Bond Account will be spent or withdrawn from the Bond Account within a one- year period beginning on the date of receipt. F. The investment of proceeds or funds related to the Bonds by the Village officers at a yield which is restricted to a lower yield than otherwise obtainable in order to meet any cove- nants relating to the Tax-exempt status of the Bonds, as advised by bond counsel, or as otherwise determined to be necessary for such purpose, is expressly authorized and directed. G. The Village has not been notified of any disquali- fication or proposed disqualification of it by the Commissioner of the Internal Revenue Service as a bond issuer which may cer- tify bond issues under Treasury Regulations Section 1.103-13 (a)(2)(ii) (1979). The Village also certifies and further covenants with the purchasers and registered owners of the Bonds from time to time outstanding that moneys on deposit in any fund or account in connection with the Bonds, whether or not such moneys were de- rived from the proceeds of the sale of the Bonds or from any other source, will not be used in a manner which will cause the Bonds to be "arbitrage bonds" within the meaning of Code Section 148 and any lawful regulations promulgated thereunder, including Treasury Regulations Sections 1.103-13, 1.103-14 and 1.103-15 (1979) as the same presently exist or may from time to time here- after be amended, supplemented or revised. -36- Section 17. Further Tax Covenants, 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 given; (d) to transfer from the Projects Fund, the Bond Account, or such other fund as the Corporate Authorities may designate, any required amounts to the Rebate Fund and to pay to the United States, as necessary, such sums of money represent- ing required rebates of "excess arbitrage profits" relating to the Bonds; (e) to file such forms, statements and supporting documents as may be required and in a timely manner; and (f) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors, attorneys and other persons to assist the Village in such compliance. Section 18. Registered Form The Village recognizes that Section 149 of the Code re- quires the Bonds to be issued and to remain in fully registered form in order to be and remain Tax-exempt. In this connection, -37- the Village agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form. Section 19. Qualified Tax-exempt Obligations The Village recognizes the provisions of Section 265(b)(3) of the Code which provide that a "qualified tax-exempt obligation" as therein defined may be treated by certain finan- cial institutions as if it were acquired on August 7, 1986, for certain purposes. The Village hereby designates each of the Bonds as may be from time to time outstanding for purposes of Section 265(b)(3) of the Code as a "qualified tax-exempt obliga- tion" as provided therein. In support of such designation, the Village certifies, represents and covenants as follows: A. The Bonds are not "private activity bonds" as de- fined in Section 191(a) of the Code. B. Including the Bonds, the Village (including any entities subordinate thereto) has not and does not reasonably expect to issue in excess of $10,000,000 in "qualified tax-exempt obligations" (other than "private activity bonds") (as such terms are defined in the Code) during calendar year 1989. C. Including the Bonds, not more than $10,000,000 of obligations issued by the Village (including any entities subor- dinate thereto) during calendar year 1989 of the Bonds have been to date or will be designated by the Village for purposes of said Section 265(b)(3). CRM Section 20. Opinion of Counsel Exception The Village reserves the right to use or invest moneys in connection with the Bonds or to use, sell or otherwise dispose of the Projects in any manner, notwithstanding the covenants in Sections 14 through 18 herein, provided it shall first have received an opinion from an attorney or a firm of attorneys of nationally recognized standing in matters pertaining to Tax- exempt bonds to the effect that use or investment of such moneys or use, sale or disposition of such project assets as contemplated will not adversely affect the Tax-exempt status of the Bonds. Section 21. Publication of Ordinance A full, true and complete copy of this Ordinance shall be published within ten days after passage in pamphlet form by authority of the Corporate Authorities. Section 22. 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: James P. Petri MirhaPt A. Tosto Joseph T_ Hasslar Ronald L. Chernick, Edward R Hauser NAYS: none ABSENT: Dennis J. Gallitano Adopted this 13th day of June 1989. -39- Approved this 13th day of June 1989. APPROVED: Charles J. Zettek President Village of Elk Grove Village Cook and DuPage Counties, Illinois RECORDED In Village Records: June 14, 1989. PUBLISHED in pamphlet form by authority of the Corporate Authori- ties at 3:30 p.m. on June 14 , 1989. Attest: Patricia S. Smith Village Clerk Village of Elk Grove Village Cook and DuPage Counties, Illinois -40- 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 "Corporate Authorities") 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 Corporate Authorities held on the 13th day of June 1989 insofar as the same relates to the adoption of an ordinance, numbered 2048, and entitled: AN ORDINANCE providing for the issuance of $10,000,000 General Obligation Bonds, Series 1989, 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 Corporate Authorities on the adoption of said ordinance were taken openly; that the vote on the adoption of said ordinance was taken openly; that said meeting was held at a specified time and place convenient to the public; that notice of said meeting was duly given to all newspapers, radio or television stations and other news media requesting such notice; and that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and the Illinois Municipal Code, as amended, and that the Corporate Authorities have complied with all of the provisions of said Act and said Code and with all of the procedural rules of the Corpo- rate Authorities in the adoption of said ordinance. IN WITNESS WHEREOF I hereunto affix my official signa- ture and the seal of the Village this 14th day of June 1989. Patricia S. Smith Village 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 "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 "Corporate Authorities") thereof. I do further certify that at 3:30 p .m. on the 14th day of June 1989 there was published in pamphlet form, by authority of the Corporate Authorities, a true, correct and com- plete copy of Ordinance Number 2048 of the Village providing for the issuance of $10,000,000 General Obligation Bonds, Series 1989, dated July 1, 1989, of the Village and that said ordinance as so published was on said date readily available for public inspection and distribution, in sufficient number to meet the needs of the general public, at my office as Village Clerk located in the Village. IN WITNESS WHEREOF I have affixed hereto my official signature and the seal of the Village this 14th day of June 1989. Patricia S. Smith Village Clerk (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 1 do hereby certify that on the day of 1989 there was filed in my office a properly certified copy of Ordinance Number 2048, passed by the President and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, on the 13th day of June 1989 and entitled: AN ORDINANCE providing for the issuance of $10,000,000 General Obligation Bonds, Series 1989, 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 Chicago, Illinois, this _ day of 1989. County Clerk of The County of Cook, Illinois (SEAL) STATE OF ILLINOIS ) SS COUNTY OF DU PAGE ) CERTIFICATE OF FILING I, , do hereby certify that I am the duly qualified and acting County Clerk of The County of DuPage, Illinois, and as such officer I do hereby certify that on the day of 1989 there was filed in my office a properly certified copy of Ordinance Number 2048, passed by the President and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, on the 13th day of June 1989 and entitled: AN ORDINANCE providing for the issuance of $10,000,000 General Obligation Bonds, Series 1989, 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 DuPage, Illinois, at Wheaton, Illinois, this day of 1989. County Clerk of The County of DuPage, Illinois (SEAL)