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S-1036 - 05/13/2003 - SPORTS CORE - OrdinancesORDINANCE NO. 2003 -SC -BST -FOP -S -1036 ORDINANCE APPROVING AN AMENDED AND RESTATED INSTALLMENT PURCHASE AGREEMENT AND AUTHORIZING THE ISSUANCE OF $890,000 GENERAL FUND REFUNDING CERTIFICATES, SERIES 2003, OF THE VILLAGE OF OAK BROOK, ILLINOIS BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, ILLINOIS, AS FOLLOWS. Section 1. Authority and Purpose. This ordinance is adopted pursuant to the provisions of Section 11 -61 -3 of the Illinois Municipal Code, 65 Illinois Compiled Statutes 5 (the "Act ") and the Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350 (the "Local Government Debt Reform Act ") for the purpose of refunding $875,000 outstanding principal amount of the General Fund Certificates, Series 2000, of the Village, maturing in the years 2003 to 2007, inclusive (the "Prior Certificates "). The proceeds from the sale and delivery of the Prior Certificates were used for the purpose of financing the construction of improvements to the Village's Bath and Tennis Clubhouse (the "Project "). 14 i C 2 • i Section 2. Refunding Plan. The Village determines to refund the Prior Certificates. The Village elects to redeem the Prior Certificates on June 15, 2003. All of the Prior Certificates shall be redeemed at a redemption price of par, and accrued interest to the date fixed for redemption. Section 3. Determination to Authorize and Provide for an Amended Installment Purchase Contract. There is presently before the President and Board of Trustees of the Village (A) a form of an amended and restated installment purchase agreement between the Village and the Village Treasurer, as the nominee seller on behalf of the various contractors who undertook the original design and construction of the Project (as so amended and restated, the "Installment Purchase Agreement ") pursuant to which the Village will refinance the costs of the Project and pay the costs of the certificates herein authorized, and (B) a form of an assignment agreement (the "Assignment Agreement ") between the Village Treasurer and Bank One, National Association, as assignee (the "Assignee ") pursuant to which the Village Treasurer, as nominee seller, will assign his rights to receive payments due under the Installment Purchase Agreement to the Assignee for the benefit of the owners of the certificates authorized by this ordinance It is hereby determined that it is necessary and in the best interests of the residents of the Village for the Village to enter into the Installment Purchase Agreement, to provide for the refunding of the Prior Certificates and the refinancing of the purchase by the Village of the Project The. Installment Purchase Agreement is hereby authorized, with a refunding of the Prior Certificates and the refinancing of the Project including legal, financial and other expenses of not to exceed $890,000. Payments by the Village under the Installment Purchase Agreement shall be made pursuant to the terms of the Installment Purchase Agreement and this ordinance. -2- It is hereby found and determined that the Installment Purchase Agreement is in the best interests of the Village and that no person holding an office of the Village, either by election or appointment, is in any manner interested, either directly or indirectly, in his own name or the name of any other person, association, trust or corporation, in the transactions contemplated by the Installment Purchase Agreement. The Village Treasurer is hereby authorized to act as nominee seller under the Installment Purchase Agreement and as assignor under the Assignment Agreement. Section 4. Form of Documents. The form, terms and provisions of the Installment Purchase Agreement and the Assignment Agreement are hereby in all respects approved, and the Village President and the Village Clerk are hereby authorized, empowered and directed to execute and deliver the Installment Purchase Agreement in the name and on behalf of the Village and the Village Treasurer is authorized, empowered and directed to execute and deliver the Assignment Agreement. The Installment Purchase Agreement and the Assignment Agreement, as executed and delivered, shall be in substantially the form now before this meeting and hereby approved, or with such changes therein as shall be approved by the' officers of the Village executing the same, the execution thereof to constitute conclusive evidence of the approval of any and all changes or revisions therein from the form of the Installment Purchase Agreement and the Assignment Agreement now before this meeting, and from and after the execution and delivery of the Installment Purchase Agreement and the Assignment Agreement the officers, agents and employees of the Village are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Installment Purchase Agreement and the Assignment Agreement as so executed. -3- k Section 5. Authorization and Terms of Certificates. The sum of $890,000 is appropriated to meet part of the cost of refunding the Prior Certificates and the costs of issuance of the certificates herein authorized. For the purpose of financing said appropriation, general fund certificates of the Village, evidencing the fractionalized interests of the owners thereof in the right to receive amounts due under the Installment Purchase Agreement, are authorized to be issued and sold pursuant to the Act and the Local Government Debt Reform Act in an aggregate principal amount of $890,000, and shall be designated "General Fund Refunding Certificates, Series 2003." Certificates shall be issuable in the denominations of $5,000 or any integral multiple thereof and may bear such identifying numbers or letters as shall be useful to facilitate the registration, transfer and exchange of certificates Unless otherwise determined in the order to authenticate the certificates, each certificate delivered upon the original issuance of the certificates shall be dated as of June 1, 2003. Each certificate thereafter issued upon any transfer, exchange or replacement of certificates shall be dated so that no gain or loss of interest shall result from such transfer, exchange or replacement The certificates shall mature on December 1 in each year shown in the following table in the respective principal amount set forth opposite each such year and the certificates maturing in each such year shall bear interest at the respective rate per annum set forth opposite such year: Principal Interest Principal Interest Year Amount Rate Year Amount Rate 2003 $65,000 150% 2008 $100,000 240% 2004 751000 1.55 2009 100,000 2.70 2005 75,000 1 60 2010 100,000 300 2006 75,000 160 2011 100,000 3.10 2007 75,000 200 2012 125,000 320 b I 1 ! 7 Each certificate shall bear interest from its date, computed on the basis of a 360 day year consisting of twelve 30 day months and payable in lawful money of the United States of America on December 1, 2003 and semiannually thereafter on each December 1 and June 1 at the rates per annum herein determined. The principal of the certificates shall be payable in lawful money of the United States of America upon presentation and surrender thereof at the principal corporate trust office of Bank One, National Association, in the City of Chicago, Illinois, who is hereby appointed as registrar and paying agent for the certificates Interest on the certificates shall be payable on each interest payment date to the registered owners of record thereof appearing on the registration books maintained by the Village for such purpose at the office of the registrar, as of the close of business on the 15th day of the calendar month next preceding the interest payment date Interest on the certificates shall be paid by check or draft mailed to such registered owners at their addresses appearing on the registration books or by wire transfer pursuant to an agreement by and between the Village and the registered owner. The certificates maturing on or after December 1, 2006 shall be subject to redemption prior to maturity at the option of the Village and upon notice as herein provided, in such principal amounts and from such maturities as the Village shall determine and by lot within a single maturity, on December 1, 2005 and on any date thereafter, at a redemption price equal to the principal amount thereof to be redeemed plus, if such certificate is to be redeemed during any period (both dates inclusive) shown in the following table, the applicable redemption premium, expressed as a percentage of such principal amount, set forth opposite such period -5- a Redemption Period Redemption Premium December 1, 2005 to November 30, 2006 2% December 1, 2006 to November 30, 2007 1 In the event of the redemption of less than all the certificates of like maturity, the aggregate principal amount thereof to be redeemed shall be $5,000 or an integral multiple thereof and the registrar shall assign to each certificate a distinctive number for each $5,000 principal amount of such certificate and shall select by lot from the numbers so assigned as many numbers as, at $5,000 for each number, shall equal the principal amount of such certificates to be redeemed. The certificates to be redeemed shall be the certificates to which were assigned numbers so selected, provided that only so much of the principal amount of each certificate shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. Notice of the redemption of certificates shall be mailed not less than 30 days nor more than 60 days prior to the date fixed for such redemption to the registered owners of certificates to be redeemed at their last addresses appearing on said registration books The certificates or portions thereof specified in said notice shall become due and payable at the applicable redemption price on the redemption date therein designated, and if, on the redemption date, moneys for payment of the redemption price of all the certificates or portions thereof to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, and if notice of redemption shall have been mailed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt thereof by any registered owner) then from and after the redemption date interest on such certificates or portions thereof shall cease to accrue and become payable. If there shall be drawn for redemption less than all of a certificate, the Village shall execute and the on s i i ) 1 registrar shall authenticate and deliver, upon the surrender of such certificate, without charge to the owner thereof, in exchange for the unredeemed balance of the certificate so surrendered, certificates of like maturity and of the denomination of $5,000 or any integral multiple thereof. The registrar shall not be required to transfer or exchange any certificate after notice of the redemption of all or a portion thereof has been mailed. The registrar shall not be required to transfer or exchange any certificate during a period of 15 days next preceding the mailing of a notice of redemption that could designate for redemption all or a portion of such certificate. Section 6. Sale and Delivery. The certificates are sold to Bernardi Securities, Inc , as purchaser, at a price of $884,663 30 and accrued interest from their date to the date of delivery and payment therefor The Official Statement prepared with respect to the certificates is approved and "deemed final" as of its date for purposes of Securities and Exchange Commission Rule 15(c)2 -12 promulgated under the Securities Exchange Act of 1934 The Village President, Village Clerk and other officials of the Village are authorized and directed to do and perform, or cause to be done or performed for or on behalf of the Village each and every thing necessary for the issuance of the certificates, including the proper execution and delivery of the certificates, the Installment Purchase Agreement and the Assignment Agreement Section 7. Execution and Authentication. Each certificate shall be executed in the name of the Village by the manual or authorized facsimile signature of its Village President and the corporate seal of the Village, or a facsimile thereof, shall be thereunto -7- affixed or otherwise reproduced thereon 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 any certificate shall cease to hold such office before the issuance of the certificates, such certificate shall nevertheless be valid and sufficient for all purposes, the same as if the person whose signature, or a facsimile thereof, appears on such certificate had not ceased to hold such office. Any certificate may be signed, sealed or attested on behalf of the Village by any person who, on the date of such act, shall hold the proper office, notwithstanding that at the date of such certificate such person may not have held such office No recourse shall be had for the payment of any certificates against any officer who executes the certificates. Each certificate shall bear thereon a certificate of authentication executed manually by the registrar No certificate shall be entitled to any right or benefit under this ordinance or shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the registrar. Section 8. Transfer, Exchange and Registry. The certificates shall be negotiable, subject to the provisions for registration of transfer contained herein Each certificate shall be transferable only upon the registration books maintained by the Village for that purpose at the office of the registrar, by the registered owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the registrar and duly executed by the registered owner or his duly authorized attorney Upon the surrender for transfer of any such certificate, the Village shall execute and the registrar shall authenticate and deliver a new certificate or certificates registered in the name of the transferee, of the same aggregate principal amount, maturity in and interest rate as the surrendered certificate Certificates, upon surrender thereof at the office of the registrar, with a written instrument satisfactory to the registrar, duly executed by the registered owner or his attorney duly authorized in writing, may be exchanged for an equal aggregate principal amount of certificates of the same maturity and interest rate and of the denominations of $5,000 or any integral multiple thereof. For every such exchange or registration of transfer of certificates, the Village or the registrar may make a charge sufficient for the reimbursement of any tax, fee or other governmental charge required to be paid with respect 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 transfer 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 lost, destroyed or defaced certificates. The Village and the registrar may deem and treat the person in whose name any certificate shall be registered upon the registration books as the absolute owner of such certificate, whether such certificate shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of or interest thereon and for all other purposes whatsoever, and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such certificate to the extent of the sum or sums so paid, and neither the Village nor the registrar shall be affected by any notice to the contrary. Section 9. Nature of Obligations. For the purpose of providing funds necessary to pay amounts required under the Installment Purchase Agreement, the Village agrees and covenants to make provision therefor in each annual budget to be adopted by the BE t � ► i President and Board of Trustees of the Village. Pursuant to Section 13 of the Local Government Debt Reform Act, the Village hereby pledges the sales tax and use tax receipts derived by the Village from taxes imposed under the Use Tax Act, 35 Illinois Compiled Statutes 105; the Service Use Tax Act, 35 Illinois Compiled Statutes 110, the Service Occupation Tax Act, 35 Illinois Compiled Statutes 115, and the Retailer's Occupation Tax Act, 35 Illinois Compiled Statutes 120, as further security for the payment of amounts due under the Installment Purchase Agreement The pledge of sales tax and use tax receipts is on a parity with the prior pledge of such receipts as security for the payment of the General Fund Certificates, Series 1999, of the Village, and the General Fund Certificates, Series 2001, of the Village. The Village may issue additional debt secured by a parity pledge of such receipts The obligation of the Village to make the payments required under the Installment Purchase Agreement constitutes a contractual obligation of the Village, subject to annual appropriation and payable without priority from the general fund of the Village There is no statutory authority for the levy of a separate tax in addition to other Village taxes or the levy of a special tax unlimited as to rate or amount to pay amounts due under the Installment Purchase Agreement No person shall have the right to mandamus any tax in connection with payments to be made under the Installment Purchase Agreement Section 10. Form of Certificates. The certificates shall be issued as fully registered certificates and shall be in substantially the following form, the blanks to be appropriately completed when the certificates are printed -10- c No United States of America State of Illinois Counties of DuPage and Cook VILLAGE OF OAK BROOK GENERAL FUND REFUNDING CERTIFICATE, SERIES 2003 INTEREST RATE MATURITY DATE DATED DATE REGISTERED OWNER PRINCIPALAMOUNT % December 1, 20 June 1, 2003 Dollars ($ The VILLAGE OF OAK BROOK, a municipal corporation of the State of Illinois situate in the Counties of DuPage and Cook, acknowledges itself indebted and for value received hereby promises to pay to the registered owner of this certificate, or registered assigns, the principal amount specified above on the maturity date specified above, and to pay interest on such principal amount from the date hereof at the interest rate per annum specified above, computed on the basis of a 360 day year consisting of twelve 30 day months and payable in lawful money of the United States of America on December 1, 2003 and semiannually thereafter on December 1 and June 1 in each year until the principal amount shall have been paid, to the registered owner of record hereof as of the 15th day of the calendar month next preceding such interest payment date, by wire transfer pursuant to an agreement by and between the Village and the registered owner, or otherwise by check or draft mailed to the registered owner at the address of such owner appearing on the registration books maintained by the Village for such purpose at the principal corporate trust office of Bank One, National Association, in the City of Chicago, Illinois, as registrar or his successor (the "Registrar ") This certificate, as to principal when -11- C i due, will be payable in lawful money of the United States of America upon presentation and surrender of this certificate at the office of the Registrar. This certificate is one of a series of certificates issued in the aggregate principal amount of $890,000, which are authorized and issued under and pursuant to the provisions of Section 11 -61 -3 of the Illinois Municipal Code, 65 Illinois Compiled Statutes 5, and the Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350, and under and in accordance with an ordinance adopted by the President and Board of Trustees of the Village on May 13, 2003 and entitled. "Ordinance Approving an Amended and Restated Installment Purchase Agreement and Authorizing the Issuance of $890,000 General Fund Refunding Certificates, Series 2003, of the Village of Oak Brook, Illinois" (the "Ordinance ") The Village Treasurer, as the nominee seller for the various contractors who previously designed and constructed various improvements and the Village have entered into that certain Amended and Restated Installment Purchase Agreement dated as of June 1, 2003 (the "Installment Purchase Agreement "), pursuant to which the Village will purchase certain previously constructed improvements to the Village's Bath and Tennis Clubhouse At the direction and with the consent of the Village, the Village Treasurer, as nominee seller under the Installment Purchase Agreement, has assigned his rights to receive amounts due under the Installment Purchase Agreement to Bank One, National Association, as assignee for the benefit of the cetificateholders This certificate evidences the fractionalized interest in the right of the owner hereof to receive payment of amounts due under the Installment Purchase Agreement FOR THE PURPOSE OF PROVIDING FUNDS NECESSARY TO PAY AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT, THE VILLAGE HAS AGREED AND COVENANTED TO MAKE PROVISION THEREFOR IN EACH ANNUAL -12- e BUDGET TO BE ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE. PURSUANT TO SECTION 13 OF THE LOCAL GOVERNMENT DEBT REFORM ACT AND TO THE EXTENT PROVIDED IN THE ORDINANCE, THE VILLAGE HAS ALSO PLEDGED THE SALES TAX AND USE TAX RECEIPTS DERIVED BY THE VILLAGE FROM TAXES IMPOSED UNDER THE USE TAX ACT, 35 ILLINOIS COMPILED STATUTES 105; THE SERVICE USE TAX ACT, 35 ILLINOIS COMPILED STATUTES 110; THE SERVICE OCCUPATION TAX ACT, 35 ILLINOIS COMPILED STATUTES 115; AND THE RETAILER'S OCCUPATION TAX ACT, 35 ILLINOIS COMPILED STATUTES 120. THE OBLIGATION OF THE VILLAGE TO MAKE PAYMENT OF AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT CONSTITUTES A CONTRACTUAL OBLIGATION OF THE VILLAGE, SUBJECT TO ANNUAL APPROPRIATION AND PAYABLE WITHOUT PRIORITY FROM THE GENERAL FUND OF THE VILLAGE. THERE IS NO STATUTORY AUTHORITY FOR THE LEVY OF A SEPARATE TAX IN ADDITION TO OTHER VILLAGE TAXES OR THE LEVY OF A SPECIAL TAX UNLIMITED AS TO RATE OR AMOUNT TO PAY AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT. NO PERSON SHALL HAVE THE RIGHT TO MANDAMUS ANY TAX IN CONNECTION WITH PAYMENTS TO BE MADE UNDER THE INSTALLMENT PURCHASE AGREEMENT. The certificates maturing on or after December 1, 2006 shall be subject to redemption prior to maturity at the option of the Village and upon notice as herein provided, in such principal amounts and from such maturities as the Village shall determine and by lot within a single maturity, on December 1, 2005 and on any date thereafter, at a redemption price equal to the principal amount thereof to be redeemed plus, if such -13- certificate is to be redeemed during any period (both dates inclusive) shown in the following table, the applicable redemption premium, expressed as a percentage of such principal amount, set forth opposite such period. Redemption Period Redemption Premium December 1, 2005 to November 30, 2006 2% December 1, 2006 to November 30, 2007 1 Notice of the redemption of certificates will be mailed not less than 30 days nor more than 60 days prior to the date fixed for such redemption to the registered owners of certificates to be redeemed at their last addresses appearing on such registration books The certificates or portions thereof specified in said notice shall become due and payable at the applicable redemption price on the redemption date therein designated, and if, on the redemption date, moneys for payment of the redemption price of all the certificates or portions thereof to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, and if notice of redemption shall have been mailed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt thereof by any registered owner) then from and after the redemption date interest on such certificates or portions thereof shall cease to accrue and become payable This certificate is transferable only upon such registration books by the registered owner hereof in person, or by his attorney duly authorized in writing, upon surrender hereof at the office of the Registrar together with a written instrument of transfer satisfactory to the Registrar duly - executed by the registered owner or by his duly authorized attorney, and thereupon a new registered certificate or certificates, in the authorized denominations of $5,000 or any integral multiple thereof and of the same aggregate principal amount, maturity and interest rate as this certificate shall be issued to the transferee in exchange -14- therefor In like manner, this certificate maybe exchanged for an equal aggregate principal amount of certificates of the same maturity and interest rate and of any of such authorized denominations. The Village or the Registrar may make a charge sufficient for the reimbursement of any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange of this certificate. No other charge shall be made for the privilege of making such transfer or exchange. The Village and the Registrar may treat and consider the person in whose name this certificate is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal and interest due hereon and for all other purposes whatsoever This certificate shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the Registrar It is hereby certified, recited and declared that this certificate is issued in part pursuant to the Local Government Debt Reform Act, that all acts, conditions and things required to be done, exist and be performed precedent to and in the issuance of this certificate in order to make it a legal, valid and binding obligation of the Village have been done, exist and have been performed in regular and due time, form and manner as required by law, and that the series of certificates of which this certificate is one, together with all other indebtedness of the Village, is within every debt or other limit prescribed by law. -15- IN WITNESS WHEREOF, the Village of Oak Brook has caused this certificate to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk Dated June 1, 2003 VILLAGE OF OAK BROOK Attest AC CERTIFICATE OF AUTHENTICATION Village Clerk This certificate is one of the General Fund�'�� ' Refunding Certificates, Series 2003, described in the within mentioned Ordinance By Village Tr, asurer, as Registrar -16- ASSIGNMENT For value received the undersigned sells, assigns and transfers unto the within bond and hereby irrevocably constitutes and appoints attorney to transfer the said bond on the books kept for registration thereof, with full power of substitution in the premises. Dated Signature Guarantee- -17- Section 11. Debt Service Account. Moneys appropriated and set aside for the purpose of paying principal of and interest on the certificates when and as the same come due, and all other moneys to be used for the payment of the principal of and interest on the certificates, shall be deposited in the "2003 Debt Service Account," which is hereby established as a special account of the Village within the "Sports Core Fund" and shall be administered as a bona fide debt service fund under the Internal Revenue Code of 1986 Section 12. Certificate Proceeds Account. All of the proceeds of sale of the certificates shall be deposited in the "Certificate Proceeds Account," established under the Installment Purchase Agreement as a special account of the Village within the "Sports Core Fund." Moneys in the Certificate Proceeds Account shall be used for the refunding of the Prior Certificates and the costs of issuance of the certificates, but may hereafter be reappropriated and used for other purposes if such reappropriation is permitted under Illinois law and will not adversely affect the exclusion from gross income for Federal income tax purposes of interest on the certificates Section 13. Investment Regulations. No investment shall be made of any moneys in the 2003 Debt Service Account or the Certificate Proceeds Account except in accordance with the tax covenants set forth in Section 14 of this ordinance and Section 8 of the Installment Purchase Agreement. All income derived from such investments in respect of moneys or securities in any Account shall be credited in each case to the Account in which such moneys or securities are held Any moneys in any Account that are subject to investment yield restrictions may be invested in United States Treasury Securities, State and Local Government Series, pursuant to the regulations of the United States Treasury Department, Bureau of Public Debt, or in any tax - exempt bond that is not an "investment property" within the meaning of EH916 Section 148(b)(2) of the Internal Revenue Code of 1986. The Treasurer of the Village and agents designated by him are hereby authorized to submit, on behalf of the Village, subscriptions for such United States Treasury Securities and to request redemption of such United States Treasury Securities. Section 14. 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 any certificate to become subject to Federal income taxes in addition to Federal income taxes to which interest on such certificate is subject on the date of original issuance thereof The Village shall not permit any of the proceeds of the certificates, or any facilities financed with such proceeds, to be used in any manner that would cause any certificate to constitute a "private activity bond" within the meaning of Section 141 of the Internal Revenue Code of 1986 The Village shall not permit any of the proceeds of the certificates or other moneys to be invested in any manner that would cause any certificate to constitute an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code of 1986 or a "hedge bond" within the meaning of Section 149(g) of the Internal Revenue Code of 1986. The Village shall comply with the provisions of Section 148(f) of the Internal Revenue Code of 1986 relating to the rebate of certain investment earnings at periodic intervals to the United States of America. Section 15. Bank Qualified Designation. The Village hereby designates the Installment Purchase Agreement as evidenced by the certificates as a "qualified tax - exempt obligation" as defined in Section 265(b)(3)(B) of the Internal. Revenue Code of 1986 The Village represents that the reasonably anticipated amount of tax - exempt obligations that are required to be taken into account for the purpose of Section -19- 265(b)(3)(C) of the Code and will be issued by or on behalf of the Village and all subordinate entities of the Village during 2003 does not exceed $10,000,000 The Village covenants that it will not designate and issue more than $10,000,000 aggregate principal amount of tax - exempt obligations in the year in which the Installment Purchase Agreement is executed and the certificates are issued. For purposes of the two preceding sentences, the term "tax- exempt obligations" includes "qualified 501(c)(3) bonds" (as defined in the Section 145 of the Internal Revenue Code of 1986) but does not include other "private activity bonds" (as defined in Section 141 of the Internal Revenue Code of 1986) Section 16. Registrar. The Village covenants that it shall at all times retain a registrar with respect to the certificates, that it will maintain at the designated office of such registrar a place where certificates may be presented for payment and registration of transfer or exchange and that it shall require that the registrar maintain proper registration books and perform the other duties and obligations imposed upon the registrar by this ordinance in a manner consistent with the standards, customs and practices of the municipal securities business. The Village Treasurer, as registrar, shall signify his acceptance of the duties and obligations imposed upon him by this ordinance by executing the certificate of authentication on any certificate, and by such execution the registrar shall be deemed to have certified to the Village that he has accepted such duties and obligations not only with respect to the certificate so authenticated but with respect to all the certificates. The registrar is the agent of the Village and shall not be liable in connection with the ' performance of his duties except for his own negligence or default The registrar shall, however, be responsible for any representation in his certificate of authentication on the certificates -20 The Village may remove the registrar at any time In case at any time the registrar shall resign or shall be removed or shall become incapable of acting, the Village covenants and agrees that it will thereupon appoint a successor registrar The Village shall mail notice of any such appointment made by it to each registered owner of certificates within twenty days after such appointment. Section 17. Defeasance and Payment of Certificates. (A) If the Village shall pay or cause to be paid to the registered owners of the certificates, the principal, premium, if any, and interest due or to become due thereon, at the times and in the manner stipulated therein and in this ordinance, then the pledge of taxes, securities and funds hereby pledged and the covenants, agreements and other obligations of the Village to the registered owners and the beneficial owners of the certificates shall be discharged and satisfied. (B) Any certificates or interest installments appertaining thereto, whether at or prior to the maturity or the redemption date of such certificates, shall be deemed to have been paid within the meaning of paragraph (A) of this Section if (1) in case any such certificates are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such certificates for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (2) there shall have been deposited in trust with a bank, trust company or national banking association acting as fiduciary for such purpose either (i) moneys in an amount which shall be sufficient, or (ii) "Federal Obligations" as defined in paragraph (C) of this Section, the principal of and the interest on which when due will provide moneys which, together with any moneys on deposit with such fiduciary at the same time for such purpose, shall be sufficient, to pay when due the principal of, redemption premium, if any, -21- r and interest due and to become due on said certificates on and prior to the applicable redemption date or maturity date thereof. (C) As used in this Section, the term "Federal Obligations" means (i) non - callable, direct obligations of the United States of America, (ii) non - callable and non - prepayable, direct obligations of any agency of the United States of America, which are unconditionally guaranteed by the United States of America as to full and timely payment of principal and interest, (iii) non - callable, non - prepayable coupons or interest installments from the securities described in clause (i) or clause (ii) of this paragraph, which are stripped pursuant to programs of the Department of the Treasury of the United States of America, or (iv) coupons or interest installments stripped from bonds of the Resolution Funding Corporation Section 18. Ordinance to Constitute a Contract. The provisions of this ordinance shall constitute a contract between the Village and the registered owners of the certificates Any pledge made in this ordinance and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Village shall be for the equal benefit, protection and security of the owners of any and all of the certificates All of the certificates, regardless of the time or times of their issuance, shall be of equal rank without preference, priority or distinction of any of the certificates over any other thereof except as expressly provided in or pursuant to this ordinance. This ordinance shall constitute full authority for the issuance of the certificates and to the extent that the provisions of this ordinance conflict with the provisions of any other ordinance or resolution of the Village, the provisions of this ordinance shall control If any section, paragraph or provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or -22- unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this ordinance. Section 19. Publication. The Village Clerk is hereby authorized and directed to publish this ordinance in pamphlet form and to file copies thereof for public inspection in his office. Section 20. Effective Date. This ordinance shall become effective upon its passage, approval and publication in pamphlet form Adopted this 13" day of May, 2003, by roll call vote as follows Ayes. Trustees Aktipis, Caleel, Craig, Korin and Miologos List Names Nays Trustee Yusuf 0 Approved /May 13/2-Op3 Villag¢ Presiden Published in pamphlet form May 14, 2003 F -23- CERTIFICATE I, Linda K Gonnella, Village Clerk of the Village of Oak Brook, Illinois, hereby certify that the foregoing ordinance entitled. "Ordinance Approving an Amended and Restated Installment Purchase Agreement and Authorizing the Issuance of $890,000 General Fund Refunding Certificates, Series 2003, of the Village of Oak Brook, Illinois," is a true copy of an original ordinance that was duly adopted by the recorded affirmative votes of a majority of the members of the President and Board of Trustees of the Village at a meeting thereof that was duly called and held at 7:30 p.m. on May 13, 2003, in the Village Hall at 1200 Oak Brook Road, and at which a quorum was present and acting throughout, and that said copy has been compared by me with the original ordinance signed by the Village President on May 13, 2003, and thereafter published in pamphlet form on May 14, 2003 and recorded in the Ordinance Book of the Village and that it is a correct transcript thereof and of the whole of said ordinance, and that said 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 this 13th F OA-, r ry k .,rte day of May, 2003 Doc # CH 102 (209767- 00003) 60175315v3,5/13/2003/Time 13 28 24 Village Clerk AMENDED AND RESTATED INSTALLMENT PURCHASE AGREEMENT AMENDED AND RESTATED INSTALLMENT PURCHASE AGREEMENT (the "Purchase Agreement "), dated as of June 1, 2003, by and between the Village of Oak Brook, Illinois (the "Village ") and Darrell J. Langlois, the Village Treasurer of the Village of Oak Brook, Illinois (the "Village "), as the nominee seller (the "Nominee Seller ") for the hereinafter defined Project. RECITALS: 1. Pursuant to and in accordance with the provisions of Section 11 -61 -3 of the Illinois Municipal Code, 65 Illinois Compiled Statutes 5 (the "Act "), and the Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350 (the "Local Government Debt Reform Act ") and pursuant to an ordinance adopted by the President and Board of Trustees of the Village on December 12, 2000 and entitled: "Ordinance Approving and Authorizing Execution of an Installment Purchase Agreement and the Issuance of $1,800,000 General Fund Certificates, Series 2000, of the Village of Oak Brook, Illinois," the Village previously entered into an Installment Purchase Agreement dated as of December 1, 2000 (the "Original Purchase Agreement ") to provide for the purchase of the herein - defined Project, with a repayment term not to exceed twenty years. 2. The improvements constituting the Project consist of previously constructed improvements to the Village's Bath and Tennis Clubhouse (the "Project ") The Project includes the completed expansion and updating of the existing clubhouse by the construction of a 4,200 square foot addition, provision for a new kitchen and new space for functions. The Project also includes the completed improvement of adjacent facilities including a poolside grill, screened porch, covered and open veranda spaces, and a covered entry. 3. The Village now desires to refinance the remaining installment payments due under the Original Purchase Agreement. The refinancing contemplated herein is permitted under the provisions of the Local Government Debt Reform Act and pursuant to an ordinance adopted by the President and Board of Trustees of the Village on May 13, 2003 and entitled: "Ordinance Approving and Authorizing Execution of an Amended and Restated Installment Purchase Agreement and the Issuance of $890,000 General Fund Certificates, Series 2003, of the Village of Oak Brook, Illinois" (the "Ordinance "). This Purchase Agreement, as so authorized, has a repayment term not to exceed twenty years The estimated remaining total cost of the Project, including refinancing of the costs of construction, equipping, architectural, engineering, legal, financial and other expenses related to the Project and the expenses related to the refinancing contemplated herein, is $890,000, and there are insufficient Village funds on hand and lawfully available to pay such costs. 4. Pursuant to the provisions of the Act, the Village has the power, among other things, to purchase or lease either real or personal property for public purposes pursuant to contracts which provide for the consideration for such purchase or lease to be paid through installments to be made at stated intervals during a certain period of time, but in no case shall such contracts provide for the consideration to be paid during a period of time in excess of twenty 10 years. The indebtedness incurred under Section 11 -61 -3 of the Act when aggregated with existing indebtedness of the Village, may not exceed the debt limits provided in Division 5 of Article 8 of the Act 5 This Purchase Agreement is a contract as described in the Act and constitutes a bond as described in the Local Government Debt Reform Act This Purchase Agreement is issued in part pursuant to the provisions of the Local Government Debt Reform Act and this recital shall be conclusive as against the Village, the Board of Trustees of the Village and any other person as to the validity of this Purchase Agreement and its compliance with the provisions of the Local Government Debt Reform Act This Purchase Agreement supersedes the Original Purchase Agreement in its entirety. NOW, THEREFORE, in consideration of the foregoing and the mutual agreements hereinafter set forth and other valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows- 1 Pursuant to the Ordinance, the Village will issue its 5890,000 aggregate principal amount of General Fund Refunding Certificates, Series 2003 (the "Certificates "), evidencing fractionalized interests of the owners thereof in the right to receive amounts due hereunder The Nominee Seller has entered into an Assignment Agreement dated as of June 1, 2003 (the "Assignment Agreement "), with Bank One, National Association, as assignee on behalf of the holders from time to time of the Certificates (the "Assignee "), providing for the sale and assignment of this Purchase Agreement (including specifically, the right to receive the payments due hereunder), by the Nominee Seller to the Assignee The Village hereby consents to such sale and assignment of this Purchase Agreement pursuant to the Assignment Agreement No other transfer or assignment of this Purchase Agreement, or any term or provision hereof, may be made hereunder without the prior written consent of the parties hereto Any other such transfer or assignment, without the prior written consent of the parties hereto, shall not vest in the transferee or assignee any right, title or interest in this Purchase Agreement or the Project The Assignee, as the purchasers and assignee of this Purchase Agreement, shall not assume any liability for the performance of any contractor, all such liability, if any, being specifically waived by the Village 2 Pursuant to Section 17(b) of the Local Government Debt Reform Act, the Village Treasurer, as Nominee Seller, and the Village are authorized to enter into this Purchase Agreement and, when this Purchase Agreement is fully executed and filed with the Nominee Seller, the Village will be authorized to issue the Certificates evidencing the indebtedness incurred by the Village under this Purchase Agreement The Nominee Seller is acting hereunder as the nominee for the various contractors who previously entered into contracts with the Village concerning the Project, including contracts relating to financial, legal, architectural and engineering services Upon the resignation or removal of Darrell J Langlois, as Village Treasurer, his successor as Village Treasurer shall become the Nominee Seller under this Purchase Agreement 3 The Village hereby agrees to purchase the Project and to pay to the assignee of this Purchase Agreement (being the holders from time to time of the Certificates) the -2- installment payments set forth below, which represent principal payments and interest on unpaid principal as follows Payment Date Installment Payment Payment Date Installment Payment December 1, 2003 $75,618 75 December 1, 2008 $107,600 00 June 1, 2004 10,131 25 June 1, 2009 6,400 00 December 1, 2004 85,131 25 December 1, 2009 106,400 00 June 1, 2005 9,550 00 June 1, 2010 5,050 00 December 1, 2005 84,550 00 December 11 2010 105,050 00 June 1, 2006 8,950 00 June 1, 2011 3,550 00 December 1, 2006 83,950 00 December 1, 2011 103,550 00 June 1, 2007 8,350 00 June 1, 2012 2,000 00 December 1, 2007 83,350 00 December 1, 2012 127,000 00 June 1, 2008 7, 600 00 The principal and interest components of each installment payment (the "Debt Service Payments ") made hereunder on the dates specified (the "Debt Service Payment Dates ") are set forth in Exhibit A attached hereto and made a part hereof Principal amounts of the Debt Service Payments which become due hereunder are due December 1 in each year set forth above and are payable in lawful money of the United States of America Principal amounts of the Debt Service Payments due hereunder shall bear interest (calculated on the basis of a 360 -day year consisting of twelve 30 -day months) payable in lawful money of the United States of America on December 1 and June 1 of each year, beginning on December 1, 2003, at the following rates per annum 1 50% for the principal installment due in the year 2003, 1 55% for the principal installment due in the year 2004, 1 60% for the principal installments due in the years 2005 and 2006, 2 00% for the principal installment due in the year 2007, 2 40% for the principal installment due in the year 2008, 2 70% for the principal installment due in the year 2009, 3 00% for the principal installment due in the year 2010, 3 10% for the principal installment due in the year 2011; and 3 20% for the principal installment due in the year 2012 The principal amounts of the Debt Service Payments that become due on or after December 1, 2006 shall be subject to prepayment prior to maturity at the option of the Village, in such principal amounts (in integral multiples of $5,000) and from such maturities as the Village shall determine and by lot within a single maturity, on December 1, 2005 and on any date thereafter, at a redemption price equal to the principal amount thereof to be redeemed plus, if such principal amount is to be redeemed during any period (both dates inclusive) shown in the following table, the applicable redemption premium, expressed as a percentage of such principal amount, set forth opposite such period I Redemption Period Redemption Premium December 1, 2005 to November 30, 2006 2% December 1, 2006 to November 30, 2007 1 Each notice of prepayment shall state the prepayment date and the prepayment price and shall include a statement that on the prepayment date the prepayment price will become due and payable upon the principal amount being prepaid and that interest thereon shall cease to accrue from and after said date. When so called for prepayment, such principal amount will cease to bear interest on the specified prepayment date, provided funds for prepayment are available for such prepayment at that time 4 Debt Service Payments made hereunder will be deposited into the Debt Service Account established and maintained under the Ordinance 5 Moneys received by the Village from the Assignee under the Assignment Agreement shall be deposited to the credit of a special account within the Sports Core Fund of the Village to be known as the "Certificate Proceeds Account " Moneys in the Certificate Proceeds Account shall be used for the purpose of refunding $875,000 outstanding principal amount of the General Fund Certificates, Series 2000, of the Village, maturing in the years 2003 to 2007, inclusive, and for the payment of costs of issuance of the Certificates, but may hereafter be reappropriated and used for other purposes if the amount remaining in the Certificate Proceeds Account after such reappropriation will be sufficient to complete the Project and such reappropriation is permitted under Illinois law and will not adversely affect the exclusion from gross income for Federal income tax purposes of interest on the Certificates 6 No right, title or interest, legal or equitable, in the Project, or any part thereof, shall vest, under any circumstances, in any contractor or the Assignee 7. No extension, change, modification or amendment to or of this Purchase Agreement shall be made or claimed, and no notice of any extension, change, modification or amendment made or claimed shall have any force or effect whatsoever unless it shall be made in writing and signed by the parties hereto No changes, modifications or amendments to the payment or assignment of payment provisions hereof are effective as to the Assignee unless specifically consented to in writing by the Assignee 8 The Village recognizes that Section 149(a) of the Internal Revenue Code of 1986 requires the Certificates and this Purchase Agreement to be issued and to remain in fully registered form in order that interest thereon is exempt from Federal income taxation under laws in force at the time this Purchase Agreement is delivered In this connection, the Village agrees that it will not take any action to permit the Certificates or this Purchase Agreement to be issued in, or converted into, bearer or coupon form 9 The Village hereby represents, warrants and agrees that the obligation to make the payments due hereunder shall be a contractual obligation of the Village, subject to annual appropriation and payable without priority from the general funds of the Village and such other sources of payment as are otherwise lawfully available. The Village has agreed and covenanted to budget funds of the Village annually and in a timely manner so as to provide for the making of all payments when due under the terms of this Purchase Agreement. The Village has also pledged the sales tax and use tax receipts derived by the Village from taxes imposed under the Use Tax Act, 35 Illinois Compiled Statutes 105; the Service Use Tax Act, 35 Illinois Compiled Statutes 110; the Service Occupation Tax Act, 35 Illinois Compiled Statutes 115; and the Retailer's Occupation Tax Act, 35 Illinois Compiled Statutes 120, as further security for the payment of amounts due under this Purchase Agreement. Such pledge is on a parity with the prior pledge of the sales tax and use tax receipts as security for the payment of the General Fund Certificates, Series 1999, of the Village. The Village represents and warrants that the total amounts due hereunder, together with all other indebtedness of the Village, are within all statutory and constitutional debt limitations. 10. There is no statutory authority for the levy of a separate tax in addition to other Village taxes or the levy of a special tax unlimited as to rate or amount to pay the Debt Service Payments due hereunder and that no person shall have the right to mandamus any tax in connection with payments to be made hereunder. 11. 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 to be paid under this Purchase Agreement to become subject to Federal income taxes in addition to Federal income taxes to which- interest thereon is subject on the date of execution thereof. The Village shall not permit any of the Project financed or refinanced with such proceeds, to be used in any manner that would cause this Purchase Agreement to constitute a "private activity bond" within the meaning of Section 141 of the Code. The Village shall not permit any moneys to be invested in any manner that would cause this Purchase Agreement to constitute an "arbitrage bond" within the meaning of Section 148 of the Code or a "hedge bond" within the meaning of Section 149(8) of the Code. The Village shall comply with the provisions of Section 148(f) of the Code relating to the rebate of certain investment earnings at periodic intervals to the United States of America. Pursuant to Section 265(b)(3)(B) of the Code, the Village hereby designates this Purchase Agreement as a "qualified tax - exempt obligation" as defined in Section 265(b)(3) of the Code. The Village represents that the reasonably anticipated amount of tax - exempt obligations that will be issued by the Village and all subordinate entities of the Village during the current calendar year does not exceed $10,000,000. The Village covenants that it will not designate and issue more than $10,000,000 aggregate principal amount of tax - exempt obligations in the current calendar year. For purposes of the two preceding sentences, the term "tax- exempt obligations" includes "qualified 501(c)(3) bonds" (as defined in Section 145 of the Code) but does not include other "private activity bonds" (as defined in Section 141 of the Code). -5- n 12 The covenants and agreements herein contained shall extend to and be obligatory upon the heirs, executors, administrators and assigns of the respective parties 13. In the event any provision of the Purchase Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof 14. If the Village should default in the performance of its obligations hereunder, the owner of this Purchase Agreement shall be entitled to collect from the Village all costs, fees and expenses incurred by such owner in regard to the same, including but not limited to reasonable attorneys' fees and expenses, and the Village shall pay the same upon demand therefor 15 This Purchase Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the parties to this Purchase Agreement have hereunto set their hands as of this 1" day of June, 2003. DARRELL J. LANGLOIS, VILLAGE OF OAK BROOK VILLAGE TREASURER, as Nominee Seller S � c By ill ge Preside I an ATTEST. Doc # CH102 (209767- 00003) 60175505v3,5/13/2003/Time 13 32 _7 EXHIBIT A Payment Date Principal Component Interest Component Debt Service Payment December 1, 2003 $ 659000 $10,618.75 $75,618 75 June 1, 2004 10,131 25 10,131 25 December 1, 2004 75,000 101131.25 851131 25 June 1, 2005 9,550 00 9,55000 December 1, 2005 75,000 9,55000 84,550 00 June 1, 2006 8,950 00 8,95000 December 1, 2006 75,000 8,95000 83,950 00 June 1, 2007 8,350 00 8,350 00 December 1, 2007 755000 8,35000 83,350 00 June 1, 2008 7 , 600 00 7,60000 December 1, 2008 100,000 7,60000 107,600.00 June 1, 2009 6 , 400 00 6,40000 December 1, 2009 100,000 6,40000 106,400 00 June 1, 2010 5,050 00 5,050 00 December 1, 2010 100,000 5,05000 105,050 00 June 1, 2011 3,550 00 3,550 00 December 1, 2011 100,000 3,55000 103,550 00 June 1, 2012 2,000 00 2,00000 December 1, 2012 125,000 2,00000 127,000 00 June 1, 2013 December 1, 2013 Doc # CH102 (209767- 00003) 60175505v3,5/13/2003/Time 13 32 _7 ASSIGNMENT AGREEMENT RELATING TO AN AMENDED AND RESTATED INSTALLMENT PURCHASE AGREEMENT THIS ASSIGNMENT AGREEMENT, dated as of June 11 2003, is made by and between Darrell J. Langlois, the Village Treasurer of the Village of Oak Brook, Illinois (the "Assignor ") and Bank One, National Association (the "Assignee"); WITNESSETH: WHEREAS, the Village of Oak Brook, Illinois (the "Village ") and Darrell J. Langlois, the Village Treasurer of the Village, acting as Nominee Seller, have entered into an Amended and Restated Installment Purchase Agreement (the "Agreement ") with respect to the refinancing of the previous acquisition and construction of improvements to the Bath and Tennis Clubhouse owned by the Village (the "Project ") and a copy of the Agreement is attached hereto; and WHEREAS, a portion of the purchase price for the Project is to be paid on an installment basis as provided in the Agreement; and WHEREAS, the Assignor, as the Nominee Seller under the Agreement, wishes to assign and transfer to the Assignee all of its rights, title and interest in and to all of the payments to be made to the Assignor by the Village under the Agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, and other valuable consideration, it is mutually agreed between the Assignor and the Assignee as follows: 1. That the Assignor hereby assigns and transfers to the Assignee for the sole benefit of the holders from time to time of the General Fund Refunding Certificates, Series 2003, of the Village, all of its rights, title and interest in and to all of the payments to be made to the Assignor by the Village under the Agreement. 2. That the Assignor further agrees that it shall at any time hereafter, upon the request of the Assignee, make, execute and deliver all other documents, acts and things as may be necessary or proper to perfect said transfer and cause said payments to be made to the Assignee. 3. That the Assignee shall have no obligation or liability under the Agreement by reason of or arising out of, this Assignment; nor shall the Assignee be obligated to perform any of the obligations or duties thereunder of the Assignor or of the Village. 4. As consideration for the purchase by assignment of the Agreement payments, the Assignee agrees to pay to the Village for deposit into the Certificate Proceeds Account within the "Sports Core Fund" of the Village established under the Agreement the aggregate sum of $890,000. 'i 9 3 5. That the Assignor shall not agree to any amendment of nor departure from the Agreement affecting in any way the payments to be received by the Assignee. 6. That the Assignor hereby grants the Assignee full power and authority to collect, receive and give receipts for all sums due, or to become due under the Agreement, and in the name of the Assignor, or otherwise, to take all actions that Assignor would be entitled to take thereunder. 7. That this Assignment may be executed in several counterparts, each of which shall be an original, and all of which shall constitute one and the same instrument. IN WITNESS WHEREOF, the Assignor and the Assignee have each caused this Assignment to be executed, all as of this first day of June, 2003. DARRELL J. LANGLOIS, VILLAGE TREASURER, as Nominee Seller '0V Doc # CH102 (209767- 00003) 60175506v2,5/13/2003Mme 12 59 MPA BANK ONE, NATIONAL ASSOCIATION Its: