S-955 - 10/12/1999 - NOTE - Ordinances .:
Ordinance 1999-SC-S-955
AN ORDINANCE AUTHORIZING THE ISSUANCE
OF A$93,881.56 REFUNDING NOTE
OF THE VILLAGE OF OAK BROOK,
DU PAGE AND COOK COUNTIES,IL
WHEREAS,the Village of Oak Brook, DuPage and Cook Counties, IL(the"Village"),aging by its President
and Board of Trustees(the 'Corporate Authorities"),borrowed x+300,004 to purchase a tennis bubble and to
i
construct and install four tennis courts(collectively,the"Project);and
WHEREAS,the Village negotiated and received a proposal(the"Propose )from Oak Brook Bank,Oak
Brook, IL(the"Lender"), in connection with the issuance of a Note under and pursuant to Ordinance S-745,passed
and approved September 8, 1992(the"Original Ordinance")of a$300,000 Note(the"Original Note"),to finance the
Project,and
WHEREAS,each October since issuance of the Original Note,the Village has renegotiated the outstanding
balance of the Original Note with Oak Brook Bank and authorized the execution of ar refunding note;and
WHEREAS,the Village has insufficient funds to repay the outstanding principal balance of the Prior Note
and related costs and,therefore,must borrow money and"issue its$95,881.56 Notre(the"Note")under this
ordinance for such purposes;and
WHEREAS,the Village desires to issue and sell'the Notre to the Lender in order to repay the Prior Note;and
WHEREAS,for convenience of reference only this ordinance is divided into numbered sections with
headings,which shall not define or limit the provisions hereof,as follows:
Page
Preambles ...........................................................I...................... 1
Section 1 Authority and Purpose ..................................... ............................... 2
Section 2 Authorization and Terms of the Note
Section 3 Execution and Delivery .................. ....................................... .................................................. 2
See'Jon 4 Transfer, Exchange and Registration .......................................................................................... 2
Section5 Registrar ......................................................................................................................................... 3
Section S Obligation of the Village.................................................................................. 4
Section 7 Form of Note and Security Agreement ...............................-......................................................... 4
Section 8 Exception from Arbitrage Rebate ............................ ..................................................................... 4
Section9 Tax Covenants ............................................................................................... 4
Section 10 Bank Qualified Note ................................... ................................................... 4
Section 11 Ordinance to Constitute a Contract ................................................................. 5
Section12 Publication ........ .......................................................................................... 5
Section13 Effective Date ............................................................................................... 5
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows:
,'motion 1: 6&Q0.AW Quraose. This ordinance is adopted pursuant to the Constitution and haws of
the State of Illinois;, including Section 8-1-3.1 of the Illinois Nlunkspai Code(Section 8-1-3.1 of Chapter 24 of
the Illinois Revised Statutes)(coliec:9veiy, as supplemented and affminded,the"Act"), for the purpose of
il,liill lip 11,
Ordinalf a 1190- 953 Z
AuthorizMg ��•
Refunding Nor, Page 2
refunding he Prior Note the"Refunding"),which was issued for the u n2 mje4 to be
n9 t g ), purpose of financing the P
made or undertaken by the Village of Oak Brook, IL.
Section 2: Autti grrigation and Terms of the Note. To meet all or a part of the cost of the Refunding,
there is hereby appropriated the sum of$93,881.56,to be derived from the proceeds of the Note herein
described. For the purpose of financing such appropriation,the Note of the Village shall be issued and sold in
an.aggregate principal amount of not to exceed$93,881.56. The Note shall be in substantially the form
generally used by the Lender for similarly sized loans,modified to conform to this ordinance. The Note shy
be dated as of the issuance, sale and delivery thereof. Pursuant to and in accordance with the Act,the Nose
shall:nature within one year of the date of issuance thereof, The Note shall bear interest on the out
principal balance thereof at the rate of 4.81%per annum from its date, or from the date drawn upon,as the
case may be, computed on the basis of a 360-day year consisting of twelve 30-day months. if for any reason
the Note shall lose its tax-exempt status under Section 103 of the Internal Revenue Code of 1986.as
amended, it shall bear interest at a rate equal to the Lenders index Rate Floating(subject to the sOry
interest rate limit,the"Tayable Rate"). The Note shall bear interest on overdue principal, and to the extent
lawful on overdue interest.at the Lender's Index Rate:Floating plus four percent(496)(subject to the stabAory
interest rate limit,the"Overdue Rate"). The principal of and premium, if;any,and interest on the Note shag be
payable in lawful money of the United States of America in eleven(11)equal monthly inst k"wts of
$2,805.78 each(based upon an approximate amortization.of principal over 120 months),with a iw ft(12th)
installment equal to the pr ncipal balance plus accrued interest. The Note shalt mature on or before October
28,2000. Monthly installments on the Note shall be payable by check or draft of the Village mailed to the
registered owner of record of the Note appearing on the registration books maintained by the Village`s
Treasurer, the registrar on behalf of fhe Village for such purpose,at the principal municipal office of such
registrar. Principal and inteire,;t payments on the Note shall be paid by check or draft(or other agreeable
method of payment)by the Wage without the requirement of presentment,demand or notice,directly to the
Lender.
The Note shall be subject to prepayment prior to maturity at the option of the Village,without any required
notice, in whole or in part at any time at a prepayment price equal to the principal amount to be so prepaid,
plus accrued interest on the Note to the prepayment date,duly noted by the Lender on the Note.
Section 3: Execution and i3eliverv. The Note shall be executed in the name of the Village by the
manual or authorized facsimile signature of its President,and the corporate seal of the Village, or a facsimile
thereof,shall be thereon impressed, affixed or otherwise reproduced and attested by the manual or
authorized facsimile signature of its Village Clerk. in case any officer whose signature,or a facsimile of
whose signature, shall appear on the Note shall cease to hold such office before the issuance of such Note,
such Note shall nevertheless be valid and sufficient for all purposes,the same as if the person whose
signature, or a facsimile thereof,appears on such Note had not ceased to hold such office. Any Note may be
signed, sealed or attested on behalf of the Village by any person who, on the date of such act,shag hold the
proper office, notwithstanding that at the date of such Note such person may not hold such office. No
recourse shall be had for the payment of any Note against the President or any member of the Board of
Trustees or any officer or employee of the Village(past, present or future)who executes the Note,or on any
other basis.
Other than when the Lender is the registered owner of 100%of the outstanding Note,the Note shall bear
thereon a certificate of authentication executed manually by the registrar;and in such cases the Note shall
not be entitled to any right or benefit under this ordinance or shall be valid or obligatory of any purpose until
such certificate of authentication shall have been duly executed by the registrar.
2t&al Transfer. Excheng2 and Registration. The Note shall be negotiable, subject to the
77- ,a+' 4
i Refunding Note, Rape 3
provisions for registration of transfer contained herein. The Note shall be transferable only upon the
registration books maintained by the registrar on behalf of the Village for that purpose at the principa!offtoe of
the registrar, by the registered owner thereof in person or by such registered owner's attorney duty authorized
in writing, upon presentation thereof together with a written instrument of transfer satisfactory to the registrar
and duly executed by the registered owner or such registered owner's duly authorized attorney. Upon
presentation to effect transfer of any such Note, the registrar shall record the transfer on a register therefor. �
The holder of the Note shall report all participations therein to the registrar.
For every such exchange or registration of transfer of the Note,the Village or the registrar may make a
charge sufficient to reimburse it for any tax,fee or other governmental charge required to be paid with reaped
to such exchange or transfer,which sum or sums shall be paid by the person requesting such exchange or
transfer as a condition precedent to the exercise of the privilege of making such exchange or transfm No
other charge shall be made for the privilege of making such transfer or exchange. The provisions of the
Illinois Bond Replacement Act shall govern the replacement of a lost,destroyed or defaced Note.
The Village and the registrar may deem and.treatthe person Li whose name the Note shall be registered
upor,the registration books as the absolute owner of the Note,whether such Note shall be overdue or riot far
the purpose of receiving payment of,or on account of,the principal of, premium,if any, or interest thereon
and for all other purposes whatsoever, and as such payments so made to any such registered owner or upon
such registered owner's order shall be valid and effectual to satisfy and discharge the liability upon such Note
to the extent of the sum or sums so paid,and neither the Village nor the registrar shall be affected by em,!
notice to the contrary.
Section 5: iec�strar. The Village covenants that it shalt at all times retain a registrar with respect to
the Note and shall cause to be maintained at the office of such registrar a place where the Note may be
presented for registration of transfer,that it shalt require that the registrar maintain proper registration books
and that it shall require the registrar to perform the other duties and obligations imposed upon it by this
ordinance in a manner consistent with the standards,customs and practices of the municipal securities
business. Other than with respect to the Treasurer,the Village may enter into appropriate agreements with
the registrar in connection with the foregoing. Any such registrar shall signify its acceptance of the duties and
obligations imposed upon it by this ordinance. The registrar by executing a certificate of authentication on the
Note shalt be deemed to have certified to the Village that it has all requisite power to accept,and has
accepted, such duties and obligations not only with respect to the Note so authenticated. The reg is to
be the agent of the Village for such purpose and shall not be liable in connection with the performance of its
duties except for its own negligence or default. The registrar shall, however, be responsible for any
representation in its certificate of authentication on the Note.
The Village may remove the registrar at any time. In case at any time the registrar shall resign or shalt be
removed or shall become incapable of acting,or shall be adjudged bankrupt or insolvent,or if a receiver,
liquidator or conservator of the bond registrar,or of its property, shall be appointed, or if any public oftkxr
shall take charge or control of the registrar or of its properties or affairs, the Village covenants and agrees tt',�t
it will thereupon appoint a successor registrar. The Village shall mail or cause to be mailed notice of any such !
appointment made by it to the registered owner of the Note within twenty(20)days after such appointment.
Other than in respect of the Treasurer, any registrar appointed under the provisions of this Section shall be a
bank, trust company, national banking association or other qualified professional with respect to such II
matters, maintaining its principal office in the State of Illinois.
A form of assignment for the Note is suggested as follows:
i
Offnwm 1 4C°S'4
Authorizing ttMD Issuarwe of a
Refunding Note, Pape 4
ASSIGNMENT
For value received the undersigned sells, assigns and transfers unto ( ,
address and social security number or FEIN of Assignee)the attached note of the Village of Oak Brook,
Illinois, issued under Ordinance S-_, and hereby irmvocably constitutes and appoints
attorney to transfer Itte Note on the gooks kept for registration thereof,wilt
full power of substitution in the premises.
Dated
Signature Guarantee:
Section 6. QMation of the Village The Note shall be an oblation of the Village,described in
Section 8-1-3.1 of the Illinois Municipal Code.
Section 7: Form of Note and the§Kyrity Agfet.Mt The Note shall be issued as a fully regishmvd
instrument,and the!Vote and the Security Agreement SW be in subsiantially the form as generally used by
the!.ender,with appropriate insertions and modifications to comply with the provisions of this ordinance and
with the blanks to be appropriately completed when the Note and the Security Agreement are prepared for
delivery. The Note shall state on its face that it is a"qualified tax-exempt obligation"under Section 2"bj(3)
of the Code and that it is issued under and pursuant to and Incorporates the terms and provisions of thf
ordinance.
Section 8: Exception from Arbitrage Rebate The Village does not reasonably expect to issue more
than 35,000,000 of tax-exempt obligations in the year of the issuance of the Note within the meaning of the
small issuer exception under Section 148(f)(4)(C)of the Internal Revenue Code of 1986,as amended.
Section 9: Tax Covenants. The Village shall not take,or omit to take,any action lawful and within its
power to take,which action or omission would cause interest on the Note become subject to federal income
taxes in addition to federal income taxes to which interest on such Note is subject on the date of original
issuance thereof.
The Village shall not permit any of the proceeds of the Note,or any facilities financed with such proceeds,to
be used in any manner that would cause the Note to constitute a"private activity bond"within the Of
Section 141 of the Internal Revenue Code of 1986,as amended.
The Village shall not permit any of the proceeds of the Note or other monies to be invested in any manner
that would cause the Note to constitute an"arbitrage bond"within the meaning of Secron 148 of the Intenal
Revenue Code of 1986, as amended.
The Village shall comply with the provisions of Section 148(0 of the Internal Revenue Code of 1986, as
amended, relating to the rebate of certain investment earnings at periodic intervals to the United States of
America to the extent that there shall have been tiled with the Village Clerk an opinion of Bond Counsel to the
etYect that such compliance is necessary to preserve the exclusion from gross income for federal income tax
purposes of interest on the Note under Section 103 of the internal Revenue Coae of 1986,as amended,
920n 10, _link 4ualifled Note. Pursuant to Section 265(bX3)of the Internal Revenue Code of
19M, as amended, the Village hereby designates the Note as a"quatlhed tax-exempt obltpW as dWftW
�4ttg10lrt IL-
IV lha<�Wl Vf1,
R+ hincling Nab, Papa 5
in Section 265(b)(3)of the Intemal Revenue Code of 19e6,as amended. The Village reprea M I*ft
reasonably anticipated amount of tax-exempt obligations that will be hued by the Village MW ap Wxird dale
entities of the Visage daring the calendar year in which the Note is issued will not exceed$10,000,000(and
reasonably not to exceed$5,000,000)within the meaning of Section 265(b)(3)of the Internal Revenue Code
of 19th,as amended, The Village covenants that it will not designate and issue more than$10,000,000(and
reasonably not to exceed$5,000,000)aggregate dal amount of tax-exempt obligations in such ca WxW
year. For purposes of this Section 14,the term"tax-mompt obligations"Includes"qualified 501(cX3)bonds" !!
(as defined in the Section 145 of the Internal Revenues Code of 1956,as amended)but does not Irxkude other
"private activity bonds"(as defined in Section 141 of the Internal Revenue Code of 1986,as amended).
;fiction 11: Orginence to Constitute The provisions of this ordinance shell constitute a
contract between the Village and the registered owners of the Note. Any pledge made In this ordinance and
the provisions,covenants and agreements Herein sett forth to be performed by or on behalf of the Vf p shell
be for the equal benefit, protection and security,of the registered owners of any part or all of the Note. The
Motet, and any participation therein,shall be of equal rank without prefer,priority or distinction of any of
the Note over any other 0mreof except as ex provided in or pursuant to tht ordimurce. This ordinance
stall constitute full authority for the issuance of the Note,and to the extent thst tte provitsions of#tier
ordinance conflict with the provisions of any other ordnance or resolution of the Village the provialons of tht
ordinance shall control. Is any section,paragraph or provision of this Ordinance shag be held to be Invalid or
unenfor(mable for any reason,the invalidity or uneriforceability of such section, paragraph or provision shah
not of,,t any of the remaining provisions of this ordinance.
Section 12: Publication. This ordina nc sib be Immediately published in pallet form under
Section 1-2-4 of the Illinois Municipal Code.
Section 13: Effective Date. This ordinance shall become effective 10 days after its passage,approval
and publication as required bylaw.
PASSED THIS 12th day of October, 1998.
Ayes: Trustees Butler, Caleel, Craig, Kenny, McInerney and Savino j
Nays: gone �I
Absent: None
Abstain: None
APPROVED THIS 17th day of October, 1999.
Village Presi'ddant<�'
I
71 -771'V
�?
111AnCe 19994C-19.gJ
Authorizlnq the lnmxo of>l!
Refunding Note, Page 8
f 0 .
z�r
Form:
Ah -
Village Attorney
Published 10-13-99 Pamphlet form
Date Paw
Not Published
I
CERTIFICATE
I, t.ioda K. Gonnella,Village Clerk of the Village of Oak Brook, DuPage and Cook Counties, Imo,
hereby certify that the foregoing Ordinance 1999-SC-S--_g5,"An Ordiran Authorizing the issuance of a
$93,881.56 Refunding Note of the Village of Oak Brook,DuPage and Cook Counties, Illinois,"is a true copy
of ar original ordinance which was duly adopted by the recorded affirmative votes of not less than four of the
members of the Corporate Authorities of the Village of a meeting thereof which was duly noticed,calved and
KAd at 7:30 p.m. on October 12, 1999,as a regular meeting of the President and Board of Trustees at the
Village Hall, at which a quorum was present and acting throughout, and that such copy has been compared
by me with the original ordinance signed by the President of the Village on October 12, 1999,and recorded in
the ordinance nook of the Village and that it is a correct transcript thereof and of the whole of such ordinance,
and that such ordinance has not been altered,amended,repealed or revoked, but is in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Village of Oak
Brook, Illinois, as of this 121 day of October, 1999.
W`51 Linda K. Gonnella
� t, U
'Village Clerk