S-1123 - 06/06/2005 - FINANCE - OrdinancesORDINANCE 2005 -TX- TIF -EX2 -S -1123
AN ORDINANCE OF THE VILLAGE OF OAK BROOK,
COOK AND DUPAGE COUNTIES, ILLINOIS, PROVIDING
FOR THE ISSUANCE OF A NOT TO EXCEED $4,250,000
TAX INCREMENT REVENUE NOTE OAK BROOK
PROMENADE REDEVELOPMENT PROJECT, SERIES
20059 AND PLEDGING CERTAIN INCREMENTAL
PROPERTY TAX REVENUES TO THE PAYMENT
THEREOF
WHEREAS, the Village of Oak Brook, Cook and DuPage Counties, Illinois (the
"Village") has heretofore caused an eligibility study to be conducted and caused the preparation
of a written redevelopment plan for a proposed redevelopment plan and project pursuant to the
Tax Increment Allocation Redevelopment Act, as supplemented and amended (the "TIF Act ");
and
WHEREAS, the President and Board of Trustees of the Village (the "Corporate
Authorities") convened a joint review board and called and gave public notice (the "Notice") of
a public hearing for the 10th day of May, 2005, to consider the approval of the Oak Brook
Promenade Redevelopment Plan and Project (the "Plan") and a redevelopment project as
described therein (the "Redevelopment Project"), the designation of the Oak Brook Promenade
Redevelopment Project Area (as legally described in EXHIBIT A attached hereto, the
"Redevelopment Project Area "), and the adoption of tax increment allocation financing for the
Redevelopment Project Area, and thereafter by ordinance approved the Plan and Redevelopment
Project, designated the Redevelopment Project Area, and adopted tax increment allocation
financing therefor, all as provided in the TIF Act; and
WHEREAS, the Plan contemplates that the Village will incur, and the Village has
heretofore incurred, certain redevelopment project costs, as defined in the TIF Act, in connection
with the designation of the Redevelopment Project Area and the implementation of the
Redevelopment Project; and
WHEREAS, the Corporate Authorities have heretofore and it hereby is determined that it is
advisable, necessary and in the best interests of the Village, its residents and the taxing districts
affected by the Plan and Redevelopment Project that additional redevelopment project costs be
paid or incurred to facilitate the redevelopment of the Redevelopment Project Area, including,
but not limited to, the acquisition of real property or rights therein, demolition, reconstruction
and rehabilitation of buildings, construction, acquisition and installation of roadway and street,
public parking, curb and sidewalk improvements, landscaping, utility relocation and other site
improvements, together with all appurtenances, land or interests in land, professional,
engineering, legal, financial, banking, advisory and other related 'costs (said portion of the
redevelopment project costs contemplated for the Redevelopment Project being, collectively, the
"2005 Capital Project"); and
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WHEREAS, the Corporate Authorities have determined and it hereby is determined that it
is necessary and in the best interests of the Village that said redevelopment project costs for the
2005 Capital Project be paid or incurred; and
WHEREAS, there are insufficient funds of the Village on hand and lawfully available to
pay the costs of the 2005 Capital Project, and it is necessary and desirable that the Village issue
its tax increment allocation revenue obligations as authorized by the TIF Act to provide for the
payment or the reimbursement of the costs related to the 2005 Capital Project; and
WHEREAS, the Village has heretofore determined that in order to effectuate the
Redevelopment Project it is desirable and necessary that the Village enter into a Redevelopment
Agreement (the "Redevelopment Agreement") by and between the Village and Oak Brook
Promenade LLC, a Delaware limited liability company (collectively, the "Developer"),
pertaining to the redevelopment of the Redevelopment Project Area, pursuant to which the
Developer will incur certain costs of the 2005 Capital Project, a portion of which costs the
Village has agreed to reimburse as therein provided (said portion being the costs of the "TIF
Improvements " as defined in the Redevelopment Agreement); and
WHEREAS, the Village has heretofore adopted an ordinance approving the form of the
Redevelopment Agreement, as provided in the TIF Act; and
WHEREAS, pursuant to the Redevelopment Agreement the Village intends to issue its tax
increment allocation revenue note to pay or reimburse the costs of said TIF Improvements; and
WHEREAS, all of the costs of said TIF Improvements constitute redevelopment project
costs under the TIF Act and have been heretofore approved by the Village as part of the Plan and
Redevelopment Project.
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF
TRUSTEES OF THE VILLAGE OF OAK BROOK, COOK AND DUPAGE COUNTIES,
ILLINOIS, as follows:
Section 1. Definitions. The following words and terms used in this Ordinance shall
have the following meanings unless the context or use indicates another or different meaning:
"Accounting" means the annual accounting required under Section 7.B.2. of this
Ordinance.
"Additional Interest" means accrued interest recorded by the Note Registrar as deferred
and unpaid.
"Business Day" means any day other than a Saturday, Sunday or day on which banks in
the City of Chicago, Illinois, are required or authorized to close.
"Corporate Authorities " means the President and Board of Trustees of the Village.
"Current Interest" means interest when due for the current Note Year
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"Designated Officers" means the Village President, Clerk or Director of Finance of the
Village or designees or assigns.
"Funded Date " means the date on which the 2005 Note is fully paid for.
"2005 Developer Account" means the account of that name hereinafter created in the
Special Tax Allocation Fund and held by the Director of Finance as hereinafter provided.
"Government Securities" means bonds, notes, certificates of indebtedness, treasury bills
or other securities constituting direct obligations of the United States of America and all
securities or obligations, the prompt payment of principal and interest of which is guaranteed by
a pledge of the full faith and credit of the United States of America.
"Incremental Taxes " means:
a) the ad valorem taxes, if any, arising from the tax levies upon taxable real property in
the Redevelopment Project Area by any and all taxing districts or municipal corporations having
the power to tax real property in the Redevelopment Project Area, which taxes are attributable to
the increase in the then current equalized assessed valuation of each taxable lot, block, tract or
parcel of real property in the Redevelopment Project Area over and above the Total Initial
Equalized Assessed Value of each such piece of property, all as determined by the County Clerk
of the County of DuPage, Illinois, in accord with Section 11- 74.4 -9 of the TIF Act; and
b) twenty percent (20 %) of the incremental sales taxes as certified by the Illinois
Department of Revenue ( "DOR ") and paid under the Municipal Retailer's Occupation Tax Act
and the Municipal Service Occupation Tax Act by retailers and servicemen on transactions
conducted within the Redevelopment Project Area (the "Sales Taxes ") generated by the
Redevelopment Project.
"Independent" when used with respect to any specified person means such person who is
in fact independent and is not connected with the Village as an officer, employee, underwriter, or
person performing a similar function. Whenever it is herein provided that the opinion or report
of any Independent person shall be furnished, such person shall be appointed by the Village, and
such opinion or report shall state that the signer has read this definition and that the signer is
Independent within the meaning hereof.
"Interest Payment Date" means February 1 and August 1, commencing with the
February 1 immediately succeeding the Funded Date.
"Interest Requirement" means for any Note Year the aggregate amount of first,
Additional Interest then due, and next, the Current Interest on the Note during such Note Year.
"Note" means the not to exceed $4,250,000 Tax Increment Revenue Note (Oak Brook
Promenade Redevelopment Project), Series 2005, authorized under this Ordinance.
"Note Register" means the book for the registration and transfer of the Notes.
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"Note Registrar " means the Director of Finance, as paying agent and note registrar
hereunder, and successors and assigns.
"Note Year " means that twelve- calendar month period beginning on January 1 of any
calendar year and ending on December 31 of that calendar year.
"Ordinance" means this ordinance as originally adopted and as the same may from time
to time be amended or supplemented in accordance with the terms hereof.
"Outstanding" or "outstanding" means the Note while outstanding and unpaid;
provided, however, such term shall not include any portion of a Note which (1) has matured and
for which moneys are on deposit with the Paying Agent or an institution having trust capacity, or
are otherwise properly available, sufficient to pay all principal and interest thereof, or (11) the
provision for payment of which has been made by the Village by the deposit in an irrevocable
trust or escrow account of funds or Government Securities, the pnncipal of and interest on which
will be sufficient to pay at maturity or as called for redemption all of the principal of and interest
and any applicable premium on such Note
"Paying Agent" means the Director of Finance, as paying agent and note registrar
hereunder, or successors and assigns.
"Plan" means the comprehensive program of the Village for the Redevelopment Project
Area heretofore approved by the Corporate Authorities by Ordinance 2005- 2005- TIF- EX3 -S-
1122, adopted on June 6, 2005, and together with any further amendments and supplements
thereto
"Pledged Moneys " means the Incremental Taxes and investment earnings thereon.
"Project Costs " means the sum total of all reasonable or necessary costs incurred or
estimated to be incurred which are incidental to the Plan and the Redevelopment Project, and
which are, payable under the TIF Act from Incremental Taxes as specified in the Redevelopment
Agreement.
"Qualified Investments" means any investment permitted for the Village under Illinois
law.
"Redevelopment Agreement" means that certain Redevelopment Agreement, as amended,
by and between the Village and the Developer, including any supplements or amendments
thereto authorized by Ordinance 2005- AG -EXI -S -1124 on June 6, 2005.
"Redevelopment Project" means the redevelopment project heretofore approved by the
Corporate Authorities pursuant to Ordinance 2005- TX- TIF -EX4 -S -1120, adopted on June 6,
2005, in furtherance of the objectives of the Redevelopment Plan.
"Redevelopment Project Area" means the Oak Brook Redevelopment Project Area
described more fully in EXHIBIT A attached hereto and heretofore designated by the Corporate
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Authorities pursuant to Ordinance 2005 - TIF -EX4 -S -1121, adopted on June 6, 2005, in
accordance with the provisions of the TIF Act.
"Regular Record Date " means, for any Interest Payment Date, the 15th day (whether or
not a Business Day) of the calendar month next preceding such Interest Payment Date, or for any
redemption on other than an Interest Payment Date, the 15th day (whether or not a Business Day)
next preceding the date of redemption.
"Special Tax Allocation Fund" means the 2005 Village of Oak Brook Oak Brook
Redevelopment Project Area Special Tax Allocation Fund, which is the special tax allocation
fund for the Redevelopment Project Area established pursuant to Section 11- 74.4 -8 of the TIF
Act and created by Ordinance 2005 - TIF -EX3 -S -1122, adopted on June 6, 2005, as continued and
further described by this Ordinance.
"Tax- exempt" means the status of interest paid on the Note as not includible in the gross
income of the holders thereof for Federal income tax purposes.
"Tax Year" means the year for which an ad valorem tax levy is made by any and all
taxing districts or municipal corporations having the power to tax real property in the
Redevelopment Project Area. The 2005 Tax Year shall be that year during which ad valorem
taxes levied for the year 2005 (collectible in the year 2006) are extended and collected, and so on.
"TIF Act" means the Tax Increment Allocation Redevelopment Act, as amended.
"TIF Improvements " means the redevelopment project costs to be paid or incurred by the
Developer in connection with the redevelopment of the Redevelopment Project Area as so
identified and defined in the Redevelopment Agreement and to be paid or reimbursed by the
Village with the issuance of the Note as provided herein.
"Total Initial Equalized Assessed Value" means the total initial equalized assessed value
of the taxable real property within the Redevelopment Project Area determined by the County
Clerk of the County of DuPage, Illinois, in accordance with the provisions of Section 11- 74.4 -9
of the TIF Act
"Village" means the Village of Oak Brook, Cook and DuPage Counties, Illinois, and its
successors and assigns.
"Village Account" means the account of that name hereinafter created in the Special Tax
Allocation Fund and held by the Director of Finance as hereinafter provided.
Section 2. Findings. The Corporate Authorities hereby find that the Plan and the
Redevelopment Project have been approved, the Redevelopment Project Area has been
designated, tax increment allocation financing has been adopted, the form of Redevelopment
Agreement has been approved, the Redevelopment Agreement has been executed by the Village
and the Note has been authorized, all in accordance with the provisions of the TIF Act, and that it
is necessary and in the best interests of the Village that the Village construct, acquire and install
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or cause the construction, acquisition and Installation of, the 2005 Capital Project and issue and
deliver the Note to enable the Village to pay or reimburse that portion of the Project Costs
defined in the Redevelopment Agreement as the TIF Improvements.
Section 3. Note Details. There shall be borrowed for and on behalf of the Village the
sum of not to exceed $4,250,000 for the purposes aforesaid; a drawdown redevelopment note of
the Village (the "Note " or the "2005 Note") shall be issued in said amount and shall be
designated "Tax Increment Revenue Note (Oak Brook Promenade Redevelopment Project),
Series 2005." The 2005 Note shall be deemed issued and be dated the date on which the first
draw on the 2005 Note occurs (the "Dated Date "). The "Outstanding Principal Amount" is that
amount, not to exceed $4,250,000, as provided above, shown as advanced in even multiples of
$100 from time to time and received by the Village for value, as is noted on the Note in the form
of Advances for Value thereon, less payments of principal thereon. The 2005 Note shall also
bear the date of authentication, shall be in fully registered form, shall bear interest at the rate of
eight percent (8.00 %) per annum (computed on the basis of a 360 -day year of twelve 30 -day
months), which interest shall be payable in semiannual installments on February 1 and August 1
of each year (such dates being "Regular Interest Payment Dates ") until paid, commencing on the
first February 1 which occurs following the Funded Date and on which there are any funds
available in and on deposit in the 2005 Developer Account, and be a term note subject to
mandatory redemption prior to maturity as hereinafter provided, with a final installment of
principal and interest coming due on the earlier to occur of (1) the February 1 following the
fifteenth anniversary of the Funded Date or (ii) the date on which the Village has made provision
for or payment in full of all principal of and interest on the Note (the "Final Maturity ").
The Note shall bear interest from the later of its Dated Date or from the most recent
Regular Interest Payment Date to which interest has been paid or duly provided for, until the
principal amount of the Note is paid or duly provided for. Current Interest shall be paid as
hereinafter provided from the 2005 Developer Account of the Special Tax Allocation Fund, and
if funds on deposit therein and to the credit thereof are insufficient for such purpose, such failure
to pay shall not in and of itself constitute an event of default, but such interest shall thereupon be
recorded by the Note Registrar as Additional Interest ( "Additional Interest"). Additional Interest
shall itself bear interest at the rate of eight percent (8 00 %) per annum until paid or duly provided
for. The order of payments on the Note shall be first, Additional Interest (including interest, if
any thereon, as hereinabove provided), second, Current Interest, and third, mandatory redemption
of principal as hereinafter set forth. By acceptance of the Note, the registered owner of the Note
accepts that there may be Additional Interest on the Note, that is, that Current Interest may not
have been paid, without any special notation having been made upon the Note itself. Additional
Interest (including interest thereon) shall be payable, prior to Final Maturity, only upon Regular
Interest Payment Dates to the registered owner otherwise entitled to Current Interest on the
Regular Interest Payment Date that such Additional Interest (including interest thereon) is paid
Failure to pay when due any installment of Current Interest or any amount of Additional Interest
(including interest thereon) or Outstanding Principal Amount due to insufficiency of the Pledged
Moneys, whether at Final Maturity or otherwise, shall in no event be deemed to be an event of
default on the Note It is hereby expressly provided that in the event that there is an insufficiency
of Pledged Moneys to pay any amount of Current Interest, Additional Interest (including interest
thereon) or Outstanding Principal Amount at Final Maturity, any such amount of Current Interest,
Additional Interest (including interest thereon) or Outstanding Principal Amount shall be
extinguished and shall not be deemed to be owing and unpaid, it being the express intent of the
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Note & Pledging Tax Revenues Page 7 of 17
Village that the Note and all obligations arising thereunder shall be fully released upon Final
Maturity.
Interest on the Note shall be paid by check or draft of the Village, payable upon
presentation thereof in lawful money of the United States of America, to the persons in whose
name the Note is registered at the close of business on the Regular Record Date. Interest on the
Note may also be payable by wire transfer to any registered owner of the Note (as of the
applicable Regular Record Date) holding an aggregate principal amount of $500,000 or more
when such owner shall have registered such wire transfer payment by written instructions
satisfactory to the Note Registrar at least 15 days prior to the applicable Regular Record Date.
The principal of the Note shall be payable in lawful money of the United States of America upon
presentation thereof at the principal office maintained for the purpose by the Note Registrar, or at
successor Note Registrar and locality. If an Interest Payment Date is not a Business Day at the
place of payment, then payment may be made at that place on the next Business Day, and no
interest shall accrue during the intervening period.
The Note shall have impressed or imprinted thereon the corporate seal or facsimile
thereof of the Village and shall be signed by the manual or duly authorized facsimile signatures
of the Village President and Village Clerk of the Village, as they shall determine, and in case any
officer whose signature shall appear on the Note shall cease to be such officer before the delivery
thereof, such signature shall nevertheless be valid and sufficient for all purposes, the same as if
such officer had remained in office until delivery.
In the event that the Note shall be signed by the duly authorized facsimile signatures of
the Village President and Village Clerk, the Note shall also have thereon a manually signed
certificate of authentication substantially in the form hereinafter set forth in EXHIBIT B, duly
executed by an authorized signatory of the Note Registrar as authenticating agent of the Village
(but it shall not be necessary that the same signatory sign the certificate of authentication of each
Note that may be outstanding hereunder at any one time) and showing the date of authentication,
and the Note shall not 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 Note Registrar by manual signature. Such certificate of authentication upon
the Note shall be conclusive evidence that the Note has been authenticated and delivered under
this Ordinance. Upon authentication, the Note Registrar is hereby expressly authorized to deliver
any Note issued under this Ordinance to or upon the order of the holder of such Note.
Section 4. Mandatory Redemption; Prepayment.
(a)Mandatory Redemption. The Note shall be issued as a term note and shall be subject to
mandatory redemption, by operation of the 2005 Developer Account, at a price of
par plus accrued interest without premium, on any Regular Interest Payment Date
and upon the terms as follows- Whenever as of any Accounting there is on deposit
in the 2005 Developer Account an amount in excess of the amount required to pay
the Interest Requirement (all Additional Interest and all Current Interest) on the
Note for the Note Year commencing the subsequent January 1, the Note Registrar
shall make provision for the mandatory redemption of the Note to the fullest extent
practicable from such excess, in amounts not less than $1,000 of Outstanding
Principal Amount. The Note shall be mandatorily redeemed in the amount of not
less than $1,000 as aforesaid.
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The Village covenants that it will cause the Note Registrar to redeem the Note pursuant to
the mandatory redemption required for the Note Proper provision for mandatory redemption
having been made, the Village covenants that the Outstanding Principal Amount hereof to be
redeemed shall be payable as at Stated Maturity.
Unless waived by the Registered owner of the Note, notice of any mandatory redemption
shall be given by the Note Registrar 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 the
Registered owner at the address shown on the Note Register.
All notices of redemption shall include at least the information as follows:
(1) the redemption date;
(2) the redemption price;
(3) if less than all of the Note is to be redeemed, the principal amount of the
Note to be redeemed,
(4) a statement that on the redemption date the redemption price will become
due and payable upon the Note or portion thereof called for redemption and that interest
thereon shall cease to accrue from and after said date; and
(5) the place where the Note is to be surrendered for payment of the redemption
price, which place of payment shall be the principal office maintained for the purpose by
the Note Registrar.
Prior to any redemption date, the Village shall determine and the Note Registrar shall
confirm that Pledged Moneys are on hand and available for such purpose in an amount sufficient
to pay such redemption price in full.
Notice of redemption having been given as aforesaid, the Note or portion of the Note 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 redemption price) such Note or portion of the Note shall cease to bear interest.
Neither the failure to mail such redemption notice nor any defect in any notice so mailed
to any particular Registered owner shall affect the sufficiency of such notice with respect to any
other registered owners. Notice having been properly given, failure of a registered Registered
owner to receive such notice shall not be deemed to invalidate, limit or delay the effect of the
notice or the redemption action described in the notice. Such notice may be waived in writing by
a registered owner of the Note, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice shall be filed with the Note 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 the Note for redemption in accordance with said notice, the Note shall
be paid by the Note Registrar at the redemption price. Interest due on or prior to the redemption
date shall be payable as herein provided for payment of interest. Upon surrender for any partial
redemption of the Note, there shall be prepared for the registered owner a new Note of the same
maturity in the amount of the unpaid principal.
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If the Note has been called for redemption and shall not be so paid upon surrender thereof
for redemption, the principal shall, until paid, bear interest from the redemption date.
Section 5. Registration of Note; Persons Treated as Owners. The Village shall cause
the Note Register to be kept at the principal office maintained for the purpose by the Note
Registrar, which is hereby constituted and appointed the note registrar of the Village. The
Village is authorized to prepare, and the Note Registrar shall keep custody of, multiple Note
blanks executed by the Village for use in the transfer and exchange of the Note.
Upon surrender for transfer of the Note, duly endorsed by, or accompanied by a written
instrument or instruments of transfer in form satisfactory to the Note Registrar and duly executed
by, the registered owner or his attorney duly authorized in writing, the Village shall execute and
the Note Registrar shall authenticate, date and deliver in the name of the transferee or transferees
a new fully registered Note of the same maturity for a like aggregate principal amount. The
execution by the Village of any fully registered Note shall constitute full and due authorization of
such Note and the Note Registrar shall thereby be authorized to authenticate, date and deliver
such Note.
The person in whose name the Note shall be registered on the Note Register shall be
deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal
of or interest on such Note shall be made only to or upon the order of the registered owner
thereof or his legal representative. All such payments shall be valid and effectual to satisfy and
discharge the liability upon such Note to the extent of the sum or sums so paid.
No registered owner shall be charged a service charge for any transfer or exchange of the
Note, but the Village 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 the
Note exchanged in the case of the issuance of a new Note for the outstanding portion of the Note
surrendered for redemption.
Section 6. Form of Note. The Note shall be in substantially the form attached hereto
as EXHIBIT B.
Section 7. Security for the Note; Operation of Special Tax Allocation Fund;
Investment Income.
A. Pledged Moneys Pledged. For the prompt payment of principal of and interest on
the Note when due, the Village hereby pledges the Pledged Moneys. The Note, together with the
interest and premium, if any, thereon is a limited obligation of the Village, payable solely and
only from the collection of the Incremental Taxes and the amounts on deposit in the hereinafter
created 2005 Developer Account of the Special Tax Allocation Fund, all as provided hereunder.
NO REGISTERED OWNER SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY
TAXING POWER OF THE VILLAGE FOR PAYMENT OF PRINCIPAL THEREOF OR INTEREST OR
PREMIUM, IF ANY, THEREON. THE NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS OF THE
VILLAGE OR A LOAN OF CREDIT THEREOF WITHIN THE MEANING OF ANY STATUTORY OR
CONSTITUTIONAL LIMITATION.
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B Special Tax Allocation Fund. There is hereby continued the heretofore created
special fund of the Village, to be held by the Note Registrar except as hereinafter expressly
provided, which fund shall be held separate and apart from all other funds and accounts of the
Village and shall be known as the "2005 Village of Oak Brook Oak Brook Promenade
Redevelopment Project Area Special Tax Allocation Fund" (the "Special Tax Allocation Fund").
All of the Incremental Taxes and any other revenues, from any source whatsoever designated to
pay principal of, interest on and premium, if any, on the Note shall be set aside as collected and
be remitted by the Director of Finance to the Note Registrar for deposit in the Special Tax
Allocation Fund, which is a trust fund established for the purpose of carrying out the covenants,
terms and conditions imposed upon the Village by the TIF Act and this Ordinance. The Note is
secured by a pledge of all of the moneys on deposit in the hereinafter created 2005 Developer
Account of the Special Tax Allocation Fund, and such pledge is irrevocable until the obligations
of the Village are discharged under this Ordinance.
As provided in the TIF Act the Incremental Taxes are to be paid to the Director of
Finance by the officers who collect or receive the Incremental Taxes. Whenever the Director of
Finance receives any of the Incremental Taxes, he or she shall promptly transfer the same for
deposit into the Special Tax Allocation Fund. The Incremental Taxes on deposit in and to the
credit of the Special Tax Allocation Fund shall be used by the Village solely and only as
permitted under the TIF Act and for the purpose of carrying out the terms and conditions of this
Ordinance and shall be deposited as hereinafter provided to the separate account hereby created
within the Special Tax Allocation Fund to be known as the "2005 Developer Account. " The
Director of Finance shall credit to and immediately transfer into the 2005 Developer Account the
amount of Incremental Taxes which amount shall be confirmed and certified in writing by the
Director of Finance to the Developer (which confirmation and certification shall be provided by
the Director of Finance to the Developer not later than each November 1, commencing
November 1, 2005). Not later than each November 15, commencing November 15, 2005, the
Director of Finance shall conduct an accounting (an "Accounting") to determine the Interest
Requirement for the immediately succeeding Note Year. Each Accounting shall set forth the
aggregate amount of Incremental Property Taxes collected in the current Tax Year and
transmitted to date by the Director of Finance for deposit into the Special Tax Allocation Fund,
and the aggregate amount of Incremental Sales and Taxes deposited in the current Tax Year in
the 2005 Developer Account. If upon any Accounting there are funds in the 2005 Developer
Account in excess of the amount necessary to pay such Interest Requirement, the Director of
Finance shall provide for the mandatory redemption of the Note as hereinabove provided.
Except as hereinafter expressly provided, moneys to the credit of the 2005 Developer Account
shall be used solely and only to pay principal of and interest on the Note as the same become due
or upon maturity or redemption.
C.Investment Income It is hereby expressly covenanted and agreed that all investment
earnings shall be credited to the account from which such earnings are derived.
Section 8. General Covenants. The Village covenants and agrees with the holders of
the Note that, so long as the Note remains outstanding and unpaid:
(a) The Village will punctually pay or cause to be paid from the 2005 Developer
Account of the Special Tax Allocation Fund the principal of and interest on the Note in
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strict conformity with the terms of the Note, the Redevelopment Agreement and this
Ordinance, and it will faithfully observe and perform all of the conditions, covenants and
requirements thereof.
(b) The Village will pay and discharge, or cause to be paid and discharged, from
the Special Tax Allocation Fund any and all lawful claims which, if unpaid, might
become a lien or charge upon the Pledged Moneys, or any part thereof, or which might
impair the security of the Note. Nothing herein contained shall require the Village to
make any such payment so long as the Village in good faith shall contest the validity of
said claims.
(c) The Village will keep, or cause to be kept, proper books of record and
accounts, separate from all other records and accounts of the Village, in which complete
and correct entries shall be made of all transactions relating to the Redevelopment Project
Area, the Redevelopment Project, the 2005 Capital Project and the Pledged Moneys.
Such books of record and accounts shall at all times during business hours be subject to
the inspection of the respective holders of not less than ten per cent (10 %) of the principal
amount of the respective Note then outstanding, or their representatives authorized in
writing.
The Village will prepare or cause the preparation of complete financial statements
with respect to the preceding fiscal year showing the Pledged Moneys received, all
disbursements from the funds and accounts created by this Ordinance and the financial
condition of the Redevelopment Project, including the balances in all funds and accounts
relating to the Note and the 2005 Capital Project as of the end of such fiscal year, which
statements shall be accompanied by a certificate or opinion in writing of an Independent
certified public accountant. The Village will furnish a copy of such statements to any
registered owner of ten percent (10 %) or more in aggregate principal amount of the Note
then outstanding, upon written request of such owner.
(d) The Village will preserve and protect the security of the Note and the rights
of the registered owners of the Note.
(e) The Village will continue to implement the Redevelopment Project and the
2005 Capital Project with all practicable dispatch in accord with its stated objectives and
purposes in conformity with the Plan and the TIF Act and will timely convene the joint
review board for the Redevelopment Project Area and timely make available and file such
infonnation and reports as shall be required by the TIF Act while the Note or any portion
thereof remains outstanding.
(f) The Village will adopt, make, execute and deliver any and all such further
ordinances, resolutions, instruments and assurances as may be reasonably necessary or
proper to carry out the intention of, or to facilitate the performance of, this Ordinance, and
for the better assuring and confirming unto the registered owners of the Note of the rights
and benefits provided in this Ordinance.
Ordinance 2005- TX- TIF -EX2 -S -1123
Providing for Issuance of $4,250,000
Note & Pledging Tax Revenues Page 12 of 17
(g) So long as the Note remains outstanding, the Village will take no action, nor
will the Village omit to take any action, which act or omission will in any way adversely
affect the ability of the Village to collect the Incremental Taxes or to allocate the
Incremental Taxes or the Village Payment, and the Village and its officers will comply
with all present and future applicable laws in order to assure that the Pledged Moneys will
be collected, allocated and deposited in the funds and accounts as herein provided.
Section 9. Delivery of the Note As soon as may be after this Ordinance becomes
effective, the Note shall be executed by the Designated Officers and be delivered to the
Developer The Designated Officers as shall be appropriate are hereby authorized to proceed,
without any further official authorization or action by the Corporate Authorities, to approve or
execute, or both, such documents as shall be necessary to effectuate the issuance and delivery of
the Note, with such insertions, deletions, additions, modifications or changes as they shall
reasonably determine to be desirable, necessary and in the best interests of the Village, their
approval or execution thereof to constitute ratification by the Corporate Authorities of any such
insertion, deletion, addition, modification or change with no further official action, authorization
or determination of the Corporate Authorities. The agreement with the Developer to purchase
the Note is hereby ratified, approved and confirmed, it being hereby expressly found that no
person holding any office of the Village either by election or appointment is in any manner
financially interested, either directly in his own name or indirectly in the name of any other
person, association, trust or corporation, in said agreement with the Developer for the purchase of
the Note.
Any Designated Officer and such other officers of the Village as may be necessary are
hereby further authorized to execute such documents, including, specifically, such closing
documents and certifications as shall be required by Ice Miller, bond counsel, to render their
opinion relating to the validity of the Note and the exclusion from the gross income of the owners
thereof of interest thereon for federal income taxation purposes.
Section 10. Note Proceeds. The performance by the Developer of its obligations
pursuant to the Redevelopment Agreement shall be deemed to be consideration for the issuance
of the Note. To that end the Designated Officers are hereby expressly directed to authorize the
drawdown of the principal amount of the Note as herein authorized, not to exceed the aggregate
principal amount of $4,250,000, upon delivery from time to time by the Developer to the Village
of such evidence of performance as such Designated Officers shall reasonably require, without
further official action or direction by the Corporate Authorities. All proceeds of the Note shall be
deemed fully expended upon the relevant drawdown of the principal amount thereof
Section 11. Payment and Discharge, Refunding. The Note may be discharged, payment
provided for, and the Village's liability terminated as follows:
(a) Discharge of Indebtedness. If (1) the Village shall pay or cause to be paid to
the registered owners of the Note the principal and interest to become due thereon at the
times and in the manner stipulated therein and herein, (ii) all fees and expenses of the
Note Registrar shall have been paid, and (iii) the Village shall keep, perform and observe
all and singular the covenants and promises in such Note and in this Ordinance expressed
as to be kept, performed and observed by it or on its part, then these presents and the
Ordinance 2005- TX- TIF -EX2 -S -1123
Providing for Issuance of $4,250,000
Note & Pledging Tax Revenues Page 13 of 17
rights hereby granted shall cease, determine and be void. If the Village shall pay or cause
to be paid to the registered owners of all of such outstanding Note the principal, premium,
if any, and interest to become due thereon at the times and in the manner stipulated
therein and herein, such Note shall cease to be entitled to any lien, benefit or security
under this Ordinance, and all covenants, agreements and obligations of the Village to the
holders of such Note shall thereupon cease, terminate and become void and discharged
and satisfied.
(b) Provision for Payment. Whenever sufficient cash and/or Government
Securities shall have been deposited with an institution having fiduciary powers in an
irrevocable escrow (whether upon or prior to the maturity or the redemption date of the
Note) the Note shall be deemed to be paid within the meaning of this Ordinance and no
longer outstanding under this Ordinance; provided, however, that if the Note is to be
redeemed prior to the maturity thereof, notice of such redemption shall have been duly
given as provided in this Ordinance or provision shall have been made for the giving,
thereof. Government Securities shall be considered sufficient only if said investments are
not redeemable prior to maturity at the option of the issuer and mature and bear interest in
such amounts and at such times as will assure sufficient cash to pay currently maturing
interest and to pay principal when due on the Note.
(c) Termination of Village's Liability. Upon the discharge of indebtedness
under paragraph (a) hereof, or upon the deposit of sufficient cash and Government
Securities (such sufficiency being determined as provided in paragraph (b) hereof) for the
retirement of the Note, all liability of the Village in respect of the Note shall cease,
determine and be completely discharged and the holders thereof shall thereafter be
entitled only to payment out of the cash and the proceeds of the Government Securities
deposited as aforesaid for their payment.
Section 12. This Ordinance a Contract. The provisions of this Ordinance shall
constitute a contract between the Village and the registered owners of the Note, and no changes,
additions or alterations of any kind shall be made hereto, except as herein provided.
Section 13. Partial Invalidity. If any section, paragraph, clause or provision of this
Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision
shall not affect any of the other provisions of this Ordinance.
Section 14. List of Bondholders. The Note Registrar shall maintain a list of the names
and addresses of the holders of the Note and upon any transfer shall add the name and address of
the new Registered owner and eliminate the name and address of the transferor Registered
owner.
Section 15. Supplemental Ordinances. With the consent of the registered owners of not
less than 66% in aggregate principal amount of the Note at the time outstanding, the Village, by
the Corporate Authorities may pass an ordinance or ordinances supplemental hereto for the
purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Ordinance or of any supplemental ordinance; provided that no such
modification or amendment shall extend the maturity or reduce the interest rate on or otherwise
Ordinance 2005- TX- TIF -EX2 -S -1123
Providing for Issuance of $4,250,000
Note & Pledging Tax Revenues Page 14 of 17
alter or impair the obligation of the Village to pay the principal, interest or redemption premium,
if any, at the time and place and at the rate and in the currency provided therein of any portion of
the Note without the express consent of the registered owner of such Note, or permit the creation
of a preference or priority of any portion of the Note over any other portion of the Note, or reduce
the percentage of principal amount of the Note required for the affirmative vote or written
consent to an amendment or modification, or deprive the registered owners of the Note (except as
aforesaid) of the right to payment of the Note from the revenues pledged thereto without the
consent of the registered owners of all the Note (as the case may be) then outstanding.
Section 16. Rights and Duties of Note Registrar. If requested by the Note Registrar, any
Designated Officer is authorized to execute the Note Registrar's standard form of agreement
between the Village and the Note Registrar with respect to the obligations and duties of the Note
Registrar hereunder In addition to the terms of such agreement or agreements and subject to
modification thereby, the Note Registrar by acceptance of duties hereunder agrees
(a) to act as note registrar, paying agent, authenticating agent, and transfer agent
as respectively provided herein,
(b) to maintain a list of Registered owner s as set forth herein and to furnish
such list to the Village upon request, but otherwise to keep such list confidential to the
extent permitted by law;
(c) to cancel and/or destroy any Note which has been paid at maturity or upon
redemption or submitted for exchange or transfer;
(d) to furnish the Village at least annually a certificate with respect to portions
of the Note cancelled and/or destroyed; and
(e) to furnish the Village at least annually an audit confirmation of amount of
the Note paid, outstanding and payments made with respect to interest on the Note.
The Village Clerk of the Village is hereby directed to file a certified copy of this
Ordinance with the Note Registrar.
Section 17. Prior Inconsistent Proceedings. All ordinances, resolutions or orders, or
parts thereof, in conflict with the provisions of this Ordinance, are to the extent of such conflict
hereby repealed.
Section 18. Iinmunity of Officers, Employees and Members of Village. No recourse
shall be had for the payment of the principal of or premium or interest on the Note or for any
claim based thereon or upon any obligation, covenant or agreement in this Ordinance contained
against any past, present or future officer, director, member, employee or agent of the Village, or
of any successor public corporation, as such, either directly or through the Village or any
successor public corporation, under any rule of law or equity, statute or constitution or by the
enforcement of any assessment or penalty or otherwise, and all such liability of any such officers,
directors, members, employees or agents as such is hereby expressly waived and released as a
condition of and consideration for the passage of this Ordinance and the issuance of the Note.
Section 19. No Private Activity Bonds The Note is not a "private activity bond" as
defined in Section 141(a) of the Code. In support of such conclusion, the Village certifies,
represents and covenants as follows:
Ordinance 2005- TX- TIF -EX2 -S -1123
Providing for Issuance of $4,250,000
Note & Pledging Tax Revenues Page 15 of 17
A. No direct or indirect payments are to be made on the Note with respect to
any private business use by any person other than a state or local governmental
B.None of the proceeds of the Note is to be used, directly or indirectly, to make
or finance loans to persons other than a state or local governmental unit.
Section 20. General Arbitrage Covenants; No Reimbursement. The Village represents
and certifies as follows with respect to the Note:
A. Except for the 2005 Developer Account, the Village has not created or
established and will not create or establish any sinking fund, reserve fund or any other
similar fund to provide for the payment of the Note. The 2005 Developer 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 collectively depleted at least annually to an
amount not in excess of 1/12 the particular annual debt service on the Note. Money
deposited therein will be spent within a 13 -month period beginning on the date of deposit,
and investment earnings therein will be spent or withdrawn within a one -year period
beginning on the date of receipt.
B. The investment of proceeds or funds related to the Note by the Village
officers at a yield which is restricted to a lower yield than otherwise obtainable in order to
meet any covenants relating to the Tax - exempt status of the Note, as advised by Bond
Counsel, or as otherwise determined to be necessary for such purpose, is expressly
authorized and directed.
The Village also certifies and further covenants with the Purchaser and the registered
owners of the Note from time to time outstanding that moneys on deposit in any fund or account
in connection with the Note, whether or not such moneys were derived from the proceeds of the
sale of the Note or from any other source, will not be used in a manner which will cause the Note
to be an "arbitrage bond" within the meaning of Code Section 148 and any lawful regulations
promulgated thereunder, as the same presently exist or may from time to time hereafter be
amended, supplemented or revised.
Section 21. Arbitrage Rebate The Village represents and certifies as follows with
respect to the requirements of Section 148(f) of the Code, relating to the rebate of "excess
arbitrage profits" (the "Rebate Requirement") to the United States:
A. Unless an applicable exception to the Rebate Requirement is available to the
Village, the Village will meet the Rebate Requirement.
B. Relating to applicable exceptions, the Director of Finance or the Village
President is hereby authorized to make such elections under the Code as either such
officer shall deem reasonable and in the best interests of the Village. If such election may
result in a "penalty in lieu of rebate" as provided in the Code, and such penalty is incurred
(the "Penalty"), then the Village shall pay such Penalty.
Ordinance 2005- TX- TIF -EX2 -S -1123
Providing for Issuance of $4,250,000
Note & Pledging Tax Revenues Page 16 of 17
C The officers of the Village shall cause to be established, at such time and in
such manner as they may deem necessary or appropriate hereunder, a "2005 Tax
Increment Allocation Revenue Note (Oak Brook Promenade Redevelopment Project)
Rebate [or Penalty, if applicable] Fund" (the "148 Compliance Fund") for the Note, and
such officers shall further, not less frequently than annually, cause to be transferred to the
148 Compliance Fund the amount determined to be the accrued liability under the Rebate
Requirement or Penalty. Said officers shall cause to be paid to the U.S., without further
order or direction from the Corporate Authorities, from time to time as required, amounts
sufficient to meet the Rebate Requirement or to pay the Penalty.
D. Interest earnings in the 2005 Developer Account are hereby authorized to be
transferred, without further order or direction from the Corporate Authorities, from time
to time as required, to the 148 Compliance Fund for the purposes herein provided; and
proceeds of the Note and other funds of the Village are also hereby authorized to be used
to meet the Rebate Requirement or to pay the Penalty, but only if necessary after
application of investment earnings as aforesaid and only as appropriated by the Corporate
Authorities
Section 22. Further Tax Covenants. The Village agrees to comply with all provisions of
the Code which, if not complied with by the Village, would cause the Note 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 certificates or agreements as may be
prepared by Bond Counsel; (c) to consult with Bond Counsel and to comply with such advice as
may be given, (d) to pay to the United States, if necessary, such sums of money representing
required rebates of excess arbitrage profits relating to the Note, (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 23 Registered Form. The Village recognizes that Section 149 of the Code
requires the Note to be issued and to remain in fully registered form in order to be and remain
Tax - exempt. In this connection, the Village agrees that it will not take any action to permit the
Note to be issued in, or converted into, bearer or coupon form.
Section 24 Opimon of Counsel Exception The Village reserves the right to use or
invest moneys in connection with the Note in any manner, or to use, treat or contract with respect
to the 2005 Capital Project, notwithstanding the covenants in Sections 21 to 24 herein, provided
it shall first have received an opinion from an attorney or a firm of attorneys of nationally
recognized standing relating to Tax - exempt bonds to the effect that use or investment of such
moneys, or use of the 2005 Capital Project, as contemplated will not result in any adverse effect
on the Tax - exempt status of interest on the Note.
Section 25. All ordinances or parts of ordinances in conflict with this ordinance are
hereby repealed to the extent of the conflict.
EXHIBIT A
LEGAL DESCRIPTION OF THE OAK BROOK PROMENADE
REDEVELOPMENT PROJECT AREA
Commonly known as: 3001 -3003 and 3121 Butterfield Road, Oak Brook, Illinois
PARCEL 1
06 -28 -103 -009
LOT 2 OF BUTLER COMPANY M -1 INC. ASSESSMENT PLAT NO. 2 EXCEPT
THE WESTERLY 265 FEET THEREOF AS MEASURED ALONG THE
NORTHERLY LINE THEREOF, AND EXCEPT THAT PART THEREOF
DESCRIBED AS FOLLOWS:
THAT PART OF LOT 2, AFORESAID, IN THE NORTH HALF OF SECTION 28,
TOWNSHIP 39 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN,
ACCORDING TO THE PLAT THEREOF RECORDED JULY 85 1964 AS
DOCUMENT R64 -24069 IN DUPAGE COUNTY, ILLINOIS, MORE
PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE NORTHEAST CORNER OF SAID LOT 2, BEING THE
POINT OF INTERSECTION OF THE SOUTH RIGHT OF WAY LINE OF F.A.
ROUTE 131 WITH THE EXISTING CENTER LINE OF MEYERS ROAD; THENCE
WESTERLY ALONG SAID SOUTH RIGHT OF WAY LINE, A DISTANCE OF 55.4
FEET TO A POINT ON THE EXISTING WEST RIGHT OF WAY LINE OF MEYERS
ROAD FOR A POINT OF BEGINNING; THENCE SOUTHWESTERLY ALONG
SAID WEST RIGHT OF WAY LINE WHICH FORMS AN ANGLE OF 58 DEGREES
25 MINUTES 31 SECONDS TO THE LEFT WITH A PROLONGATION OF THE
LAST DESCRIBED COURSE, A DISTANCE OF 361.1 FEET TO A POINT, SAID
WEST RIGHT OF WAY LINE BEING THE EAST LINE OF THE CHICAGO TITLE
AND TRUST COMPANY, AS TRUSTEE UNDER TRUST NUMBER 46940
PROPERTY; THENCE NORTHEASTERLY ALONG A LINE WHICH FORMS AN
ANGLE OF 176 DEGREES 08 MINUTES 00 SECONDS TO THE RIGHT WITH A
PROLONGATION OF THE LAST DESCRIBED COURSE, A DISTANCE OF 347.5
FEET TO A POINT ON THE SOUTH RIGHT OF WAY LINE OF F.A. ROUTE 131;
THENCE EASTERLY ALONG SAID SOUTH RIGHT OF WAY LINE, A DISTANCE
OF 27.5 FEET TO THE POINT OF BEGINNING, BEING THE LAND CONVEYED
TO THE PEOPLE OF THE STATE OF ILLINOIS, DEPARTMENT OF
TRANSPORTATION BY DEED RECORDED JULY 295 1974 AS DOCUMENT R74-
38411.
BVIN
Ordinance 2005- TX- TIF -EX2 -S -1123
Providing for Issuance of $4,250,000
Note & Pledging Tax Revenues Page 17 of 17
Section 26. Publication This Ordinance shall be published within ten (10) days of its
passage in pamphlet form, by authority of the Corporate Authorities, but shall be immediately in
full force and effect upon its adoption and approval.
APPROVED THIS 6t1i day of June, 2005.
PASSED THIS 6t1' day of June, 2005.
Ayes: Trustees Craig, Kennedy, Sanford and Yusuf
Nays:
None
Absent: None
CoUYdT�_�
Recuse: Trustees Aktipis and Manofs
ATTEST:
1 A
Linda K. Gonneella, CMC
Village Clerk
PARCEL 2
06 -28- 103 -014
THAT PART OF NORTHERN ILLINOIS GAS COMPANY'S 82.5 FOOT RIGHT OF
WAY KNOWN AS NORTHERN ILLINOIS GAS COMPANY YORK TOWNSHIP
ASSESSMENT PLAT NO. 1 (PLAT DOCUMENT 950269) LYING SOUTH OF AND
ABUTTING LOT 2 (EXCEPT THE WESTERLY 265, FEET AS MEASURED ALONG
THE NORTHERLY LINE THEREOF), IN BUTLER COMPANY M -1 INC.
ASSESSMENT PLAT NO. 2, OF PART OF THE NORTHWEST QUARTER OF
SECTION 28, TOWNSHIP 39 NORTH, RANGE 11 EAST OF THE THIRD
PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED
JULY 8, 1964 AS DOCUMENT R64- 24069, IN DUPAGE COUNTY, ILLINOIS; ALSO
DESCRIBED AS FOLLOWS:
THAT PART OF NORTHERN ILLINOIS GAS COMPANY PARCEL NO. NIG 2 -63,
AS SHOWN ON NORTHERN ILLINOIS GAS COMPANY YORK TOWNSHIP
ASSESSMENT PLAT NO. 1, DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF LOT 1 IN GLIDDEN
SUBDIVISION, AS RECORDED OCTOBER 3, 1969 AS DOCUMENT R69 -43878
FOR A POINT OF BEGINNING; THENCE NORTH 65 DEGREES 27 MINUTES 37
SECONDS EAST ALONG THE NORTH LINE OF SAID PARCEL NIG 2 -63 (BEING
ALSO THE SOUTHERLY LINE OF LOT 2 IN BUTLER COMPANY M -1 INC.
ASSESSMENT PLAT NO. 2, AS RECORDED JULY 8, 1964 AS DOCUMENT R64-
24069), 517.90 FEET, MORE OR LESS, TO A POINT ON THE NORTHWESTERLY
LINE OF NORTHERN ILLINOIS TOLL HIGHWAY PARCEL NO. E -2 -63.5; THENCE
SOUTH 04 DEGREES 30 MINUTES 01 SECOND WEST ALONG SAID
NORTHWESTERLY LINE OF PARCEL NO. E -2 -63.5, 94.36 FEET, MORE OR LESS,
TO AN ANGLE POINT IN SAID NORTHWESTERLY LINE; THENCE SOUTH 65
DEGREES 27 MINUTES 37 SECONDS WEST ALONG SAID NORTHWESTERLY
LINE OF PARCEL NO. E -2 -63.5, 465.95 FEET, MORE OR LESS, TO THE
INTERSECTION OF THE SOUTHERLY EXTENSION OF THE AFOREMENTIONED
EASTERLY LINE OF LOT 1 IN GLIDDEN SUBDIVISION WITH SAID
NORTHWESTERLY LINE OF PARCEL NO. E -2 -63.5; THENCE NORTH 28
DEGREES 48 MINUTES WEST ALONG THE SOUTHERLY EXTENSION OF THE
EASTERLY LINE OF SAID LOT 1 IN GLIDDEN SUBDIVISION 82.73 FEET, MORE
OR LESS, TO THE POINT OF BEGINNING, ALL IN SECTION 28, TOWNSHIP 39
NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN DUPAGE
COUNTY, ILLINOIS.
PARCEL 3
06 -28- 103 -005
LOT 1 IN GLIDDEN SUBDIVISION NO. 1, BEING A SUBDIVISION OF THE
WESTERLY 265 FEET AS MEASURED ALONG THE NORTHERLY LINE
THEREOF, OF LOT 2 IN BUTLER COMPANY M -1 INCORPORATED
ASSESSMENT PLAT NO. 2 OF PART OF THE NORTHWEST QUARTER OF
-19-
SECTION 28, TOWNSHIP 39 NORTH, RANGE 11 EAST OF THE THIRD
PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT OF SAID GLIDDEN
SUBDIVISION NO. 1 RECORDED OCTOBER 3, 1969 AS DOCUMENT R69- 43878,
IN DUPAGE COUNTY, ILLINOIS.
PARCEL 4
06 -28 -103 -014
THAT PART OF NORTHERN ILLINOIS GAS COMPANY PARCEL NO. NIG 2 -63
AS SHOWN ON NORTHERN ILLINOIS GAS COMPANY YORK TOWNSHIP
ASSESSMENT PLAT NO. 1, DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF LOT 1 IN GLIDDEN
SUBDIVISION AS RECORDED OCTOBER 3, 1969 AS DOCUMENT R69 -43878
AND PROCEEDING SOUTH 28 DEGREES 48 MINUTES EAST ALONG A
SOUTHERLY EXTENSION OF THE EAST LINE OF SAID LOT 1, A DISTANCE OF
82.73 FEET, MORE OR LESS, TO A POINT ON THE NORTHERLY LINE OF
NORTHERN ILLINOIS TOLL HIGHWAY PARCEL E -2 -63.5; THENCE SOUTH 65
DEGREES 27 MINUTES 37 SECONDS WEST ALONG SAID NORTHERLY LINE
265.61 FEET, MORE OR LESS, TO THE INTERSECTION OF THE SOUTHERLY
EXTENSION OF THE WESTERLY LINE OF LOT 2 IN BUTLER COMPANY M -1,
INC. ASSESSMENT PLAT NO. 2 RECORDED JULY 8, 1964 AS DOCUMENT R64-
24069 AND THE AFOREMENTIONED NORTHERLY LINE; THENCE NORTH 28
DEGREES 48 MINUTES WEST ALONG SAID SOUTHERLY EXTENSION, 82.73
FEET, MORE OR LESS, TO THE SOUTHWEST CORNER OF LOT 2 IN THE
AFOREMENTIONED BUTLER COMPANY ASSESSMENT PLAT (SAID CORNER
BEING ON THE NORTH LINE OF NORTHERN ILLINOIS GAS COMPANY
PROPERTY PARCEL NO. NIG 2 -63); THENCE NORTH 65 DEGREES 27 MINUTES
37 SECONDS EAST ALONG SAID NORTH LINE (SAID LINE BEING COINCIDENT
WITH THE SOUTH LINE OF AFOREMENTIONED LOT 2)5 265.61 FEET, MORE OR
LESS, TO THE POINT OF BEGINNING, ALL IN SECTION 28, TOWNSHIP 39
NORTH, RANGE 1I EAST OF THE THIRD PRINCIPAL MERIDIAN, IN DUPAGE
COUNTY, ILLINOIS.
PARCEL 5
06 -28- 103 -018 and 06 -28- 103 -019
THAT PART OF THE NORTHWEST QUARTER OF SECTION 28, TOWNSHIP 39
NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN DUPAGE
COUNTY, ILLINOIS, DESCRIBED AS FOLLOWS:
BEGINNING AT THE EASTERLY MOST NORTHEAST CORNER OF LOT 5 IN
HOMESTEAD VILLAGE, BEING A SUBDIVISION OF PART OF THE
NORTHWEST QUARTER OF SAID SECTION 28 AND SECTION 29, ACCORDING
TO THE PLAT THEREOF RECORDED SEPTEMBER 1, 1998 AS DOCUMENT R98-
179522, SAID POINT OF BEGINNING BEING ON THE SOUTHERLY LINE OF
NORTHERN ILLINOIS GAS COMPANY ASSESSMENT PLAT NO. 1 PARCEL NO.
NIG2 -63N ACCORDING TO THE PLAT THEREOF RECORDED AS DOCUMENT
-20-
950269; THENCE NORTH 65 DEGREES 32 MINUTES 08 SECONDS EAST (NORTH
65 DEGREES 37 MINUTES EAST, RECORD) ALONG SAID SOUTHERLY LINE OF
NORTHERN ILLINOIS GAS COMPANY ASSESSMENT PLAT NO. 1 PARCEL NO.
NIG2 -63N, A DISTANCE OF 451.02 FEET (450.89 FEET RECORD) TO THE
EASTERLY LINE OF SAID NORTHERLY ILLINOIS GAS COMPANY
ASSESSMENT PLAT NO. 1 PARCEL NO NIG2 -63N; THENCE NORTH 04
DEGREES 34 MINUTES 53 SECONDS EAST (NORTH 04 DEGREES 47 MINUTES
EAST, RECORD) ALONG SAID EAST LINE OF THE NORTHERN ILLINOIS GAS
COMPANY ASSESSMENT PLAT NO. 1 PARCEL NO. NIG2 -63N, AND ALONG AN
EASTERLY LINE OF LOT 2 IN BUTLER COMPANY M -1 INC. ASSESSMENT
PLAT NO. 2 ACCORDING TO THE PLAT THEREOF RECORDED AS DOCUMENT
NO. R64- 24069, A DISTANCE OF 191.20 FEET (191.21 FEET RECORD) TO A
SOUTHEASTERLY CORNER OF SAID LOT 2 IN BUTLER COMPANY M -1 INC.
ASSESSMENT PLAT NO. 2; THENCE SOUTH 85 DEGREES 23 MINUTES 50
SECONDS EAST (SOUTH 85 DEGREES 13 MINUTES EAST RECORD), ALONG A
SOUTHERLY LINE OF SAID LOT 2 IN BUTLER COMPANY M -1 INC.
ASSESSMENT PLAT NO. 25 A DISTANCE OF 100.00 FEET TO A
SOUTHEASTERLY CORNER OF SAID LOT 2 IN BUTLER COMPANY M -1 INC.
ASSESSMENT PLAT NO. 2, SAID POINT BEING ON THE WESTERLY LINE OF
THE NORTHERN ILLINOIS TOLL HIGHWAY PERMANENT EASEMENT PARCEL
NO. E -2 -63.1 ACCORDING TO DOCUMENT NO. 846924; THENCE SOUTH 04
DEGREES 35 MINUTES 51 SECONDS WEST (SOUTH 04 DEGREES 47 MINUTES
WEST, RECORD) ALONG THE WESTERLY LINE OF THE NORTHERN ILLINOIS
TOLL HIGHWAY PERMANENT EASEMENT PARCEL NO. E -2 -63.1, AND ALONG
THE WESTERLY LINE OF THE NORTHERN ILLINOIS GAS COMPANY YORK
TOWNSHIP ASSESSMENT PLAT NO. 1 LOT 8 -2 ACCORDING TO THE PLAT
THEREOF RECORDED AS DOCUMENT NO. R64- 280425 A DISTANCE OF 250.00
FEET TO THE NORTHERLY LINE OF THE NORTHERN ILLINOIS TOLL
HIGHWAY; THENCE SOUTH 65 DEGREES 32 MINUTES 08 SECONDS WEST
(SOUTH 65 DEGREES 37 MINUTES WEST, RECORD) ALONG SAID
NORTHERLY LINE OF THE NORTHERN ILLINOIS TOLL HIGHWAY, A
DISTANCE OF 349.98 FEET TO THE SOUTHEASTERLY CORNER OF
TECHNOLOGY DRIVE AS DEDICATED BY THE PLAT OF SAID HOMESTEAD
VILLAGE; THENCE THE FOLLOWING SIX (6) COURSES AND DISTANCES
ALONG THE EASTERLY AND NORTHERLY LINE OF SAID TECHNOLOGY
DRIVE: 1) THENCE NORTH 24 DEGREES 22 MINUTES 20 SECONDS WEST
(NORTH 25 DEGREES 41 MINUTES 17 SECONDS WEST, RECORD) A DISTANCE
OF 97.36 FEET TO THE NORTHEAST CORNER OF SAID TECHNOLOGY DRIVE;
2) THENCE SOUTH 65 DEGREES 37 MINUTES 40 SECONDS WEST (SOUTH 64
DEGREES 18 MINUTES 43 SECONDS WEST, RECORD) A DISTANCE OF 80.00
FEET; 3) THENCE SOUTH 24 DEGREES 22 MINUTES 20 SECONDS EAST
(SOUTH 25 DEGREES 41 MINUTES 17 SECONDS EAST, RECORD) A DISTANCE
OF 15.00 FEET; 4) THENCE SOUTH 65 DEGREES 37 MINUTES 40 SECONDS
WEST (SOUTH 64 DEGREES 18 MINUTES 43 SECONDS WEST, RECORD) A
DISTANCE OF 4.75 FEET; 5) THENCE SOUTH 13 DEGREES 41 MINUTES 39
SECONDS WEST, (SOUTH 12 DEGREES 00 MINUTES 14 SECONDS WEST,
-21-
RECORD) A DISTANCE OF 20.78 FEET; 6) THENCE SOUTH 65 DEGREES 32
MINUTES 08 SECONDS WEST, (SOUTH 64 DEGREES 13 MINUTES 11 SECONDS
WEST, RECORD) A DISTANCE OF 62.44 FEET TO THE SOUTHEAST CORNER
OF SAID LOT 5 IN HOMESTEAD VILLAGE; THENCE NORTH 24 DEGREES 22
MINUTES 20 SECONDS WEST (NORTH 25 DEGREES 41 MINUTES 17 SECONDS
WEST, RECORD) ALONG THE EASTERLY MOST LINE OF SAID LOT 5, A
DISTANCE OF 33 80 FEET TO SAID POINT OF BEGINNING, IN DUPAGE
COUNTY, ILLINOIS.
MOM
EXHIBIT B
Form of Note
STATE OF ILLINOIS
COOK AND DUPAGE COUNTIES
VILLAGE OF OAK BROOK
TAX INCREMENT ALLOCATION REVENUE NOTE
(OAK BROOK PROMENADE REDEVELOPMENT PROJECT), SERIES 2005
SOLE NOTE: MAXIMUM AMOUNT:
REGISTERED REGISTERED
NO. ONE $4,2505000
KNOW-ALL PERSONS BY THESE PRESENTS that the VILLAGE OF OAK BROOK, COOK
AND DUPAGE COUNTIES, ILLINOIS (the "Village"), a municipality and body corporate and
politic duly organized under the laws of the State of Illinois, for value received hereby
acknowledges itself to owe and promises to pay to the Registered Owner hereof, or registered
assigns, the Outstanding Principal Amount of this Note, as hereinafter described, on the earlier to
occur of (i) February 1 of the year following the fifteenth anniversary of the hereinafter defined
Funded Date or (ii) the date on which the Village has made provision for or payment in full of all
principal of and interest on this Note, as provided in the hereinafter defined Redevelopment
Agreement (said date being the "Final Maturity"). The Village further promises to pay interest
at the hereinafter defined Interest Rate (computed on the basis of a 360 -day year of twelve 30 -day
months) on such Outstanding Principal Amount on February and August 1 of each year (being
the "Regular Interest Payment Date ") until paid, commencing on the first February 1 following
the Funded Date on which funds are available and on deposit in the hereinafter defined 2005
Developer Account, except as the hereinafter stated provisions for redemption prior to maturity
may and shall become applicable hereto. The "Outstanding Principal Amount" is that amount,
-23-
not to exceed the Face Amount of this Note as set forth above, shown as advanced in even
multiples of $100 from time to time and received by the Village for value, as is noted on this
Note in the form of Advances for Value hereon, less payments of principal hereon. The Interest
Rate is eight percent (8.00 %) per annum. The Dated Date hereof shall be deemed to be the first
date on which the first substantial draw is made on the Note.
Interest when due ( "Current Interest") shall be paid from the later of the Dated Date or
from the most recent Regular Interest Payment Date to which interest has been paid or duly
provided for, until the principal amount of the Note is paid or duly provided for, as provided
from the hereinafter defined 2005 Developer Account of the hereinafter defined Special Tax
Allocation Fund, and if funds on deposit therein and to the credit thereof are insufficient for such
purpose, such failure to pay shall not in and of itself constitute an event of default, but such
interest shall thereupon be recorded by the Note Registrar as Additional Interest ( "Additional
Interest"). Additional Interest which is owing and unpaid shall itself bear interest at the rate of
eight percent (8.00 %) per annum. The order of payments on this Note shall be first, Additional
Interest (including Interest thereon), second, Current Interest, and next, mandatory redemption of
the Outstanding Principal Amount, as adjusted and shown as advanced in the form of Advances
for Value hereon. If sufficient Pledged Moneys are not available to make a full payment of
Current Interest or Additional Interest, all payments shall be made on a pro rata basis to all
Registered Owners of the 2005 Note. Failure to pay when due any installment of Current Interest
or any amount of Outstanding Principal Amount due to insufficiency of the hereinafter defined
Pledged Moneys, whether at a Regular Interest Payment Date, at Stated Maturity, Final Maturity
or otherwise, shall In no event be deemed to be an event of default hereon. The Registered
Owner of this Note, by acceptance hereof, hereby expressly agrees and acknowledges that (1)
there may be Additional Interest (including interest thereon) hereon, that is, that Current Interest
WE
may not have been paid, without any special notation having been made upon this Note, and (ii)
the amounts due and payable of Outstanding Principal Amount hereof and interest hereon are
subject to adjustment as provided in the hereinafter defined Redevelopment Agreement.
The principal of this Note shall be payable by check of draft in lawful money of the
United States of America upon presentation at the principal office maintained for the purpose by
the Director of Finance, as paying agent and Note Registrar (the "Note Registrar"). Interest on
this Note shall be paid to the Registered Owner hereof as shown on the Register at the close of
business on the 15th day of the month immediately prior to the applicable Regular Interest
Payment Date. Interest hereon shall be paid by check or draft of the Note Registrar, payable
upon presentation thereof in lawful money of the United States of America, mailed to the address
of such Registered Owner as it appears on the Register or at such other address furnished to the
Note Registrar in writing or as directed by such Registered Owner or in any manner provided in
the hereinafter defined Ordinance. _
This Note is a term note and is subject to mandatory redemption by operation of the 2005
Developer Account of the Special Tax Allocation Fund at a price of par plus accrued interest
without premium, on any date, whenever an annual Accounting shall demonstrate that there is on
deposit in the 2005 Developer Account an amount in excess of the amount required to pay all
Additional Interest and to pay Current Interest due and payable during the Note Year
commencing on the January 1 next succeeding such Accounting. The Note Registrar shall make
provision for the mandatory redemption of this Note to the fullest extent practicable from such
excess.
The Village covenants that it will cause the Note Registrar to redeem this Note pursuant
to the mandatory redemption required for this Note. Proper provision for mandatory redemption
-25-
having been made, the Village covenants that the Outstanding Principal Amount hereof to be
redeemed shall be payable at the Final Maturity
Subject to the provisions of the Redevelopment Agreement, this Note may be transferred
as a whole but not in part. Upon surrender hereof at the principal office maintained for the
purpose by the Note Registrar, accompanied by a written instrument or instruments of transfer in
form satisfactory to the Note Registrar and duly executed by the Registered Owner or an attorney
for such owner duly authorized in writing, the Note Registrar shall register this Note in the name
of the new Registered Owner on the registration grid provided herein, and shall also enter the
naive and address of the new registered owner in the Note Registrar.
The person in whose name this Note is registered on the Note Register shall be deemed
and regarded as the absolute owner hereof for all purposes, and payment of the principal of or
interest hereon shall be made only to or upon the order of the Registered Owner hereof or the
owner's legal representative. All such payments shall be valid and effectual to satisfy and
discharge the liability upon this Note to the extent of the sum or sums so paid.
This Note is issued pursuant to Division 74.4 of Article 11 of the Illinois Municipal Code
and all laws amendatory thereof and supplemental thereto, (the "TIF Act "), and the principal of
and interest, and premium, if any, hereon are payable solely from (i) a portion of the ad valorem
taxes, if any, arising from the taxes levied upon taxable real property in the Oak Brook
Promenade Redevelopment Project Area heretofore designated by the Village in accord with the
provisions of the TIF Act (the "Redevelopment Project Area ") by any and all taxing districts or
municipal corporations having the power to tax real property in the Redevelopment Project Area,
which taxes are attributable to the increase in the then current equalized assessed valuation of
each taxable lot, block, tract or parcel of real property in the Redevelopment Project Area over
and above the initial equalized assessed value of each such piece of property, all as determined
-26-
by the County Clerk of the County of DuPage, Illinois, in accordance with the provisions of the
TIF Act (the "Incremental Property Taxes") and twenty percent (20 %) of the incremental sales
tax collected by the Village from the Redevelopment Project Area (the "Pledged Sales Taxes ")
(said portion of the Incremental Property Taxes and the Pledged Sales Taxes being the
"Incremental Taxes "), and on deposit in and pledged to the 2005 Developer Account of the 2005
Village of Oak Brook, Oak Brook Promenade Redevelopment Project Area Special Tax
Allocation Fund (the "Special Tax Allocation Fund") heretofore established by the Village in
connection with the designation of the Redevelopment Project Area and (ii) the investment
earnings thereon (the "Incremental Taxes" and the investment earnings thereon being,
collectively, the "Pledged Moneys " under the hereinafter defined Ordinance). This Note is being
issued for the purposes of paying or reimbursing a portion of certain costs of a redevelopment
project in the Redevelopment Project Area, all as more fully described in proceedings adopted by
the President and Board of Trustees of the Village (the "Corporate Authorities ") pursuant to the
TIF Act and in an ordinance authorizing the issuance of this Note adopted by the Corporate
Authorities on the 6th day of June, 2005 (the "Ordinance") and in that certain Redevelopment
Agreement by and between the Village and the Developer, and relating to the Redevelopment
Project Area (as supplemented or amended, the "Redevelopment Agreement"), to all the
provisions of which the holder by the acceptance of this Note assents. Under the TIF Act, the
Ordinance and the Redevelopment Agreement, the Incremental Taxes shall be deposited in the
Special Tax Allocation Fund. Incremental Taxes on deposit in the 2005 Developer Account of
the Special Tax Allocation Fund shall be used and are pledged for paying the principal of and
interest on this Note and then in making any further required payments to any funds and accounts
as provided by the terms of the Ordinance. Terms used but not defined herein shall have the same
meaning as provided in the Ordinance and the Redevelopment Agreement.
-27-
This Note, together with the interest thereon, is a limited obligation of the Village,
payable solely from the Pledged Moneys and the amounts on deposit in and pledged to the 2005
Developer Account as provided in the Ordinance and the Redevelopment Agreement. For the
prompt payment of this Note, both principal and interest, as aforesaid, at maturity, the Pledged
Moneys are hereby irrevocably pledged. THIS NOTE DOES NOT CONSTITUTE AN INDEBTEDNESS
OF THE VILLAGE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION
OR LIMITATION. NO HOLDER OF THIS NOTE SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE
OF ANY TAXING POWER OF THE VILLAGE FOR PAYMENT OF PRINCIPAL HEREOF OR INTEREST
HEREON.
It is hereby certified and recited that all conditions, acts and things required by law to
exist or to be done precedent to and in the issuance of this Note did exist, have happened, been
done and performed in regular and due form and time as required by law, and the Village hereby
covenants and agrees that it has made provision for the segregation of the Pledged Moneys and
that it will properly account for said taxes and will comply with all the covenants of and maintain
the funds and accounts as provided by the Ordinance and the Redevelopment Agreement.
This Note shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Note Registrar.
The tables and forms following the signatures on this Note and entitled Advances for
Value and Registered Owner Notation are an integral part of this Note as if in each case fully set
forth at this place and are incorporated herein by this reference.
S►4:s
IN WITNESS WHEREOF the Village has caused this Note to be signed by the manual or
duly authorized facsimile signatures of its Village President and by its Village Clerk and its
corporate seal or a facsimile thereof to be hereunto affixed, all as of the date of delivery hereof,
to wit, the day of , 2005.
z VILLAGE OF OAK BROOK,
COOK AND DUPAGE COUNTIES, ILLINOIS
[SEAL] By
Village President, Village of Oak
Brook, Cook and DuPage Counties,
Illinois
Attest:
Village Clerk, Village of Oak Brook,
Cook and DuPage Counties, Illinois
Date of Authentication: , 2005
CERTIFICATE Note Registrar and Paying Agent:
OF Director of Finance, Village of Oak
AUTHENTICATION Brook, Cook and DuPage
Counties, Illinois
This Note is the Note described in the
within mentioned Ordinance and is the Tax
Increment Allocation Revenue Note (Oak
Brook Promenade Redevelopment Project),
Series 2005, of the Village of Oak Brook,
Cook and DuPage Counties, Illinois.
, Director of Finance
-12-
State of Illinois
Cook and DuPage Counties
Village of Oak Brook
TAX INCREMENT ALLOCATION REVENUE NOTE
(OAK BROOK PROMENADE REDEVELOPMENT PROJECT), SERIES 2005
SOLE NOTE: MAXIMUM AMOUNT:
REGISTERED REGISTERED
NO. ONE $452505000
ADVANCES FOR VALUE
This Note is valid to the amount set forth below, the aggregate of said amounts being its
Outstanding Principal Amount.
SIGNATURE OF
AMOUNT ADVANCED ($) DATE ADVANCED DIRECTOR OF FINANCE
STATE OF ILLINOIS
COOK AND DUPAGE COUNTIES
VILLAGE OF OAK BROOK
TAX INCREMENT ALLOCATION REVENUE NOTE
(OAK BROOK PROMENADE REDEVELOPMENT PROJECT), SERIES 2005
SOLE NOTE:
REGISTERED
No. ONE
REGISTERED OWNER NOTATION
MAXIMUM AMOUNT:
REGISTERED
$4,250,000
This Note shall be registered on the Note Register of the Village kept for the purpose by
the Director of Finance, as Note Registrar. The principal and interest on this Note shall be
payable only to or upon the order of the Registered Owner or such owner's legal representative.
No registration hereof shall be valid unless signed by the Note Registrar.
DATE OF NAME OF SIGNATURE OF
REGISTRATION & AMOUNT REGISTERED OWNER DIRECTOR OF FINANCE
OF NOTE OWNED
STATE OF ILLINOIS )
) SS
COOK AND DUPAGE COUNTIES)
CERTIFICATION OF ORDINANCE, MINUTES
AND PUBLICATION IN PAMPHLET FORM
I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk
of the Village of Oak Brook, Cook and DuPage Counties, Illinois (the "Village"), and that as
such official I am the keeper of the records and files of the President and Board of Trustees of the
Village (the "Corporate Authorities").
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 6th day of June, 2005,
insofar as same relates to the adoption of an ordinance entitled:
AN ORDINANCE of the Village of Oak Brook, Cook and DuPage
Counties, Illinois, providing for the issuance of a not to exceed
$45250,000 Tax Increment Revenue Note (Oak Brook Promenade
Redevelopment Project), Series 2005, and pledging certain
incremental property tax revenues to the payment thereof.
(the "Ordinance"), a true, correct and complete copy of which 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
the Ordinance were conducted 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 of the news media requesting such notice, that an
agenda for said meeting (the "Agenda ") was posted at the location where said meeting was held
and at the principal office of the Corporate Authorities not less than 48 hours in advance of
holding said meeting; that the Agenda described or made specific reference to the Ordinance; 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 that the Corporate Authorities have complied with
all of the provisions of said TIF Act and the Illinois Municipal Code, as amended, and with all of
the procedural rules of the Corporate Authorities.
I do further certify that I have attached hereto a true, correct and complete copy of the
Agenda as so posted.
I do further certify that the Ordinance was published by authority of the Corporate
Authorities in pamphlet form at _.m. on the 6th day of June, 2005, and the 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 hereunto affixed my official signature and the seal of the
Village, this 6th day of June, 2005.
[SEAL]
-2-
Village Clerk
VILLAGE CLERK TO ATTACH THE AGENDA
CHICAGO 29472v 4
Mary Riordan, Ltd.
Attorneys at Law
980 North Michigan Avenue, Suite 1400
Chicago, Illinois 60611
tel: 312.214.4950 • fax: 312.214.4951
Sent via Federal Express
November 11, 2015
Sharon Dangles
Asst. Village Manager/Finance Director
Village of Oak Brook
1200 Oak Brook Rd.
Oak Brook, IL 60523
Re: Oak Brook Promenade Redevelopment Project Series, 2004
Dear Sharon:
Enclosed is the original Registered Note 4 from Oak Brook Promenade Redevelopment Project
Series, 2004. Per Donald Kurasch's direction,please re-issue this Note to and record the
registered owner as "Mary J. Riordan Trust,dated November 9, 201." Please continue to send
payments of principal and interest to the same account that has been used in the past.
If you have any questions,please call me. Thank you, Sharon.
Very truly yours,
N .91ck-7�
Mary Riordan
Enclosure
r i •r"c•Gi ,i� � �� �� • 1 t g:. � g•� ��� `r r � .}� ��� y
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go
N REGISTERED REGISTERED
k No.4 $850,000
Nl`
STATE OF ILLINOIS
COOK AND DUPAGE COUNTIES
VILLAGE OF OAK BROOK
t" TAx INCREMENT REVENUE NOTE
t (OAK BROOK PROMENADE REDEVELOPMENT PROJECT),SERIES 2005
REGISTERED OWNER: DON KURASCH DATED DATE: JANUARY 2,2008 r
a PRINCIPAL AMOUNT: $850,000 MATURITY DATE: FEBRUARY 1,2023
KNOW ALL PERSONS BY THESE PRESENTS that the VILLAGE OF OAK BROOK, COOK
_ : r AND DUPAGE COUNTIES, ILLINOIS (the "Village'), a municipality and body corporate and
politic duly organized under the laws of the State of Illinois, for value received hereby
acknowledges itself to owe and promises to pay to the Registered Owner hereof, or
registered assigns, the Outstanding Principal Amount of this Note, as hereinafter described,
on the earlier to occur of(i) February 1, 2023 or (ii) the date on which the Village has made
provision for or payment in'full of all principal of and interest on this Note, as provided in
the hereinafter defined Redevelopment Agreement (said date being the "Final Maturity").
The Village further promises to pay interest at the hereinafter defined Interest Rate
(computed on the basis of a 360-day year of twelve 30-day months) on such Outstanding
Principal Amount on February and August 1 of each year (being the "Regular Interest
Payment Date") until paid, commencing on the first February I following the Funded Date
s on which funds are available and on deposit in the hereinafter defined 2005 Developer
Account, except as the hereinafter stated provisions for redemption prior to maturity may
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to
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N and shall become applicable hereto. The "Outstanding Principal Amount" is that amount,
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not to exceed the Face Amount of this Note as set forth above. The Interest Rate is eight
percent (8.00%) per annum. The Dated Date hereof shall be deemed to be the date on ,
x �,> which the Note is delivered, January 2, 2008.
a
Interest when due ("Current Interest") shall be paid from the later of the Dated
Date or from the most recent Regular Interest Payment Date to which interest has been
t
�. paid or duly provided for, until the principal amount of the Note is paid or duly provided
x >
for, as provided from the hereinafter defined 2005 Developer Account of the hereinafter `
H
N defined Special Tax Allocation Fund, and if funds on deposit therein and to the credit
thereof are insufficient for such purpose, such failure to pay shall not in and of itself
constitute an event of default, but such interest shall thereupon be recorded by the Note
Registrar as Additional Interest ("Additional Interest"). Additional Interest which is
owing and unpaid shall itself bear interest at the rate of eight percent (8.00%) per annum.
The order of payments on this Note shall be first, Additional Interest (including interest
thereon), second, Current Interest, and next, mandatory redemption of the Outstanding
Principal Amount. If sufficient Pledged Moneys are not available to make a full payment
s,. of Current Interest or Additional Interest, all payments shall be made on a pro rata basis to
all Registered Owners of the 2005 Notes. Failure to pay when due any installment of
Current Interest or any amount of Outstanding'Principal Amount due to insufficiency of
the hereinafter defined Pledged Moneys, whether at a Regular Interest Payment Date, at r
-r-
Stated Maturity, Final Maturity or otherwise, shall in no event be deemed to be an event of
default hereon. The Registered Owner of this Note, by acceptance hereof, hereby
SUN III!
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• � ���1��.,,y,"�� 'e. 'f r. .�,... '.� �� r' ill. •., .i �f^�� LsI. .ti,, ( �%"� a ��� :�'' i�z�'t`" ,��f '�
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expressly agrees and acknowledges that (i) there may be Additional Interest (including
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interest thereon) hereon, that is, that Current Interest may not have been paid, without any
special notation having been made upon this Note, and (ii) the amounts due and payable of
•T
7�
Outstanding Principal Amount hereof and interest hereon are subject to adjustment as
provided in the hereinafter defined Redevelopment Agreement. '
The principal of this Note shall be payable by check of draft in lawful money of the z`
United States of America upon presentation at the principal office maintained for the
purpose by the Director of Finance, as paying agent and Note Registrar (the "Note
Registrar'). Interest on this Note shall be paid to the Registered Owner hereof as shown "
on the Register at the close of business on the 15th day of the month immediately prior to
the applicable Regular Interest Payment Date. Interest hereon shall be paid by check or
r- draft of the Note Registrar, payable upon presentation thereof in lawful money of the
United States of America, mailed to the address of such Registered Owner as it appears on
the Register or�at such other address furnished to the Note Registrar in writing or as 'a
directed by such Registered Owner or in any manner provided in the hereinafter defined
Ordinance.
This Note is a term note and is subject to mandatory redemption by operation of the 'K
2005 Developer Account of the Special Tax Allocation Fund at a price of par plus accrued t
r
interest without premium, on any date, whenever an annual Accounting shall demonstrate
>- that there is on deposit in the 2005 Developer Account an amount in excess of the amount
required to pay all Additional Interest and to pay Current Interest due and payable during
the Note Year commencing on the January 1 next succeeding such Accounting. The Note
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� �� „n L• i+ `J i'i3 Y .:"' € `� ;'lii.- i}�� '?. :.:.:'._,' ! 4 • ,f. N y r. 3n ,�pne .w }CJ:' ro'":;�'ii ,�
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aA 3 Registrar shall make provision for the mandatory redemption of this Note to the fullest
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extent practicable from such excess.
The Village covenants that it will cause the Note Registrar to redeem this Note
pursuant to the mandatory redemption required for this Note. Proper provision for
mandatory redemption having been made, the Village covenants that the Outstanding
O
Principal Amount hereof to be redeemed shall be payable at the Final Maturity.
Subject to the provisions of the Redevelopment Agreement, this Note may be ;
x.
transferred as a whole but not in part. Upon surrender hereof at the principal office
maintained for the purpose by the Note Registrar, accompanied by a written instrument or
instruments of transfer in form satisfactory to the Note Registrar and duly executed by the
?8
Registered Owner or an attorney for such owner duly authorized in writing, the Note +
Registrar shall register this Note in the name of the new Registered Owner on the
registration grid provided herein, and shall also enter the name and address of the new
' registered owner in the Note Registrar.
The person in whose name this Note is registered on the Note Registef shall be
deemed and regarded as the absolute owner hereof for all purposes, and payment of the
principal of or interest hereon shall be Made only to or upon the order of the.Registered
Owner hereof or the owner's legal representative. All such payments shall be valid and
effectual to satisfy and discharge the liability upon this Note to.the extent of the sum or
z.E sums so paid.
•L
This Note is issued pursuant to Division 74.4 of Article 11 of the Illinois Municipal
Code and all laws amendatory thereof and supplemental thereto, (the "TIF Act'), and the y
, l
pprincipal of and interest, and premium, if any,hereon are payable solely from (i) a portion
N
2
of the ad valorem taxes, if any, arising from the taxes levied upon taxable real property in
the Oak Brook Promenade Redevelopment Project Area heretofore designated by the
Village in accord with the provisions of the TIF Act (the "Redevelopment Project Area )
by any and all taxing districts or municipal corporations having the power to tax real
property in the Redevelopment Project Area, which taxes are attributable to the increase in
the then current equalized assessed valuation of each taxable lot, block, tract or parcel of }
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real property in the Redevelopment Project Area over and above the initial equalized
assessed value of each such piece of property, all as determined by the County Clerk of the
County of DuPage, Illinois, in accordance with the provisions of the TIF Act (the
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"Incremental Property Taxes') and twenty percent (20%) of the incremental sales tax
t N collected by the Village from the Redevelopment Project Area (the "Pledged Sales
Taxes') (said portion of the Incremental Property Taxes and the Pledged Sales Taxes being
the "Incremental Taxes"), and on deposit in and pledged to the 2005 Developer Account ,
f
p of the 2005 Village of Oak Brook, Oak Brook Promenade Redevelopment Project Area
Special Tax Allocation Fund (the "Special Tax Allocation Fund") heretofore established
a
• k by the Village in connection with the designation of the Redevelopment Project Area and
5 ,
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(ii).the investment earnings thereon (the "Incremental Taxes" and the investment earnings '
thereon being, collectively, the "Pledged Moneys" under',the hereinafter defined
Ordinance). This Note is being issued for the purposes of paying or reimbursing a portion ,
of certain costs of a redevelopment project in the Redevelopment Project Area, all as more
fully described in proceedings adopted by the President and Board of Trustees of the
i
Wwr� Mka ��• ...t. a.,.,iu B7L. .r'i ,.,«t i.. fry ,. . q f.. .. �.rn .., s.n . . 1
��`= o -r 1• on.- !B � '=7� „y }'did N' _.. `:,Yj ql!��_ � k r l �. �� �it7 i".��•� ..Irk♦
!I 1 1 4 J d{li !1� ii�,J r ,.;r•i� �M���k ,.; ` 'm.�' ^.'�F% �
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r Village (the "Corporate Authorities") pursuant to the TIF Act and in an ordinance
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authorizing the issuance of this Note adopted by the Corporate Authorities on the 6th day
of June, 2005 (the "Ordinance') and in that certain Redevelopment Agreement by and
��.. between the Village and the Develo per, and relating to the Redevelopment Project Area(as
• supplemented or amended, the "Redevelopment Agreement'), to all the provisions of
i n..
" which the holder by the acceptance of this Note assents. Under the TIF Act, the Ordinance
and the Redevelopment Agreement, the Incremental Taxes shall be deposited in the
Special Tax Allocation Fund. Incremental Taxes on deposit in the 2005 Developer
f J.- Account of the Special Tax Allocation Fund shall be used and are pledged for paying the ,.
principal of and interest on this Note and then in making any further required payments to �z
' any funds and accounts as provided by the terms of the Ordinance. Terms used but not
defined herein shall have the same meaning as provided in the Ordinance and the
Redevelopment Agreement.
,a This Note, together with the interest thereon, is a limited obligation of the Village,
payable solely from the Pledged Moneys and the amounts on deposit in and pledged to the
2005 Developer Account as provided in the Ordinance and the Redevelopment Agreement.
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r ., For the prompt payment of this Note, both principal and interest, as aforesaid,at maturity,
the fledged Moneys are hereby irrevocably pledged. THIS NOTE DOES NOT CONSTITUTE AN
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INDEBTEDNESS OF THE VILLAGE WITHIN THE. MEANING OF ANY CONSTITUTIONAL OR
`i STATUTORY PROVISION OR LMTATION. NO HOLDER OF THIS NOTE SHALL HAVE THE RIGHT
TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE VILLAGE FOR PAYMENT OF
PRINCIPAL HEREOF OR INTEREST HEREON.
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it is hereby certified and recited that all conditions, acts and things required by law
or to be done precedent to and in the issuance of this Note did exist, have
to exist
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and the Village of the Pledged Moneys and that it will properly account for said taxes and will comply
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with all the covenants of and maintain the funds and accounts as provided by the � S
Ordinance and the Redevelopment Agreement.
This Note shall not be valid or become obligatory for any purpose -until the J�;X.
certificate of authentication hereon shall have been signed by the Note Registrar.
kE� �'tY •" table following the signatures on 1 • _ • entitled Registered ii r 1
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Au IN WrI'NEsS WBEREOF the Village has caused this Note to be signed by the manual -_
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or duly authorized facsimile signatures of its Village President and by its Village Clerk and
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its corporate seal or a facsimile thereof to be hereunto affixed, all as of the date of delivery
. hereof, to wit,the GPday of Jar�Lt 4 r , 200$ £
1 6 71 a � VILLAGE OF OAK BROOK,
COOK AND DUPAGE COUNTIES,ILLINOIS "
�MfCA•�".eaJ:i�'..;:^:�yr• `� t...✓ it
[SEAL] By
Village President,Vi lage of Oa
'Brook Cook and DuPage
�, -• •-=•• ti;'• t.'
Counties, Illinois
Attest:
Village Clerk,Village of Oak Brook,
` Cook and DuPage Counties, Illinois
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r, Date of Authentication: a-n k a•r , 200 '
Certificate of Authentication
This Note is one of the Notes described in the within mentioned Ordinance and is a Tax
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Increment Allocation Revenue Note (Oak Brook Promenade Redevelopment Project),
Series 2005, of the Village of Oak Brook, Cook and DuPage Counties, Illinois.
Note Registrar and Paying Agent:
Director of Finance, Village of Oak Brook,
Cook and DuPage Counties,Illinois
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Darrell J. L glois, Director of Finance
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C�Iy+Y' 3'Sffti�iI�
r .ah STATE OF 1 • ^i
,.. COOK AND DuPAGE COUNTIES tt
�. VILLAGE OF BROOK
TAx INCREMENT ALLOCATION REvENuE NOTE t
BROOK PROMENADE REDEVELOPMENT ' ' / 00 {j{
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�. PRINCIPAL s r
3r r REGISTERED REGISTERED
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REGISTERED OwNER NOTATION r
7 • - shall be • on • of • Village •
p ose by the Director of Finance, as Note s
Registrar. I
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• . payable • • • ,• • • • -• • • r
legal representative. No registration hereof shall be valid unless signed by the Note
DATE OF NANffi • t
REGISTRATION • , DIRECTOR 1 t t
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OF • • "'`
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STATE OF ILLINOIS )
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COUNTY OF DUPAGE )
RECEIPT FOR NOTE
The undersigned acknowledges receipt this date from the Treasurer of the Village of Oak
Brook, Cook and DuPage Counties, Illinois (the "Village"), of Eight Hundred Fifty Thousand
Dollars ($850,000) aggregate principal amount of the Village's Tax Increment Revenue Note
(Oak Brook Promenade Redevelopment Project), Series 2005 (the "Note"), dated January 2,
2008, which is part of the issue described in Exhibit A attached hereto and made a part hereof.
The undersigned hereby further certifies that the Note is being acquired for investment
and not with the intent to resell the Note.
Dated: November, 2015
MARY RIORDAN
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