S-672 - 05/23/1989 - FINANCE - Ordinances ORDINANCE NO. S-672
AN ORDINANCE AUTHORIZING THE ISSUANCE OF A $522,000 NOTE OF
�. THE VILLAGE OF OAK BROOK, DUPAGE AND COOK COUNTIES, ILLINOIS
WHEREAS, the Village of Oak Brook, DuPage and Cook
Counties, Illinois (the "Village" ) , acting by its President and
Board of Trustees (the "Corporate Authorities" ) , has anticipated
the borrowing of $522, 000 to acquire golf course maintenance
equipment and to construct and install an approximate 7, 300 sq.
ft. maintenance building (collectively, the "Project" ) ; and
WHEREAS, the Village has negotiated and received a
proposal (the "Proposal" ) from Oak Brook Bank, Oak Brook,
Illinois (the "Lender" ) , in connection with the issuance under
and pursuant to this ordinance of a $522, 000 Note (the "Note" ) ,
to finance the Project; and
WHEREAS, the Village has insufficient funds to pay the
costs of the Project and related costs and, therefore, must
borrow money and issue its Note under this ordinance in evidence
thereof up to the aggregate principal amount of $522,000 for such
purposes; and
WHEREAS, the Village desires to issue and sell the Note
to the Lender pursuant to and in accordance with the Lender' s
Proposal; and
WHEREAS, for convenience of reference only this
ordinance is divided into numbered sections with headings, which
shall not define or limit the provisions hereof, as follows:
Page
Preambles 1
Section 1 . Authority and Purpose. 2
Section 2 . Authorization and Terms of the Note. . . . . 2
Section 3 . Proposal and Security Agreement. . . . . . . 3
Section 4. Execution and Delivery . . . . . . . . . . . 3
Section 5 . Transfer, Exchange and Registration. . . . . 3
Section 6. Registrar. . . . . . . . . . . . . . . . . . 4
Section 7. Security Agreement . . . 5
Section 8. Form of Note and Security Agreement. . . . . 5
Section 9 . Debt Service Fund. . . . . . . . . . . . . . 5
Section 10. Note Proceeds Fund . . . . 6
Section 11 . Exception from Arbitrage Rebate. . . . . . . 6
Section 12 . Investment Regulations . . . . . . . . . 6
Section 13 . Tax Covenants . . . . . . . . . . . . . . . . 7
Section 14. Bank Qualified Note. . . . . . . . . . . . 7
Section 15 . Ordinance to Constitute a Contract . . . . . 8
Section 16. Publication. . . . . . . . . . . . . . . . . 8
Section 17 . Effective Date . . . . . . . . . . . . . . . 8
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND
BOARD OF TRUSTEES OF THE VILLAGE OF OAK BROOK, DUPAGE AND COOK
COUNTIES, ILLINOIS, AS FOLLOWS:
Section 1. Authority and Purpose. This ordinance
is adopted pursuant to the Constitution and laws of the State of
Illinois, including Section 8-1-3 . 1 of the Illinois Municipal
Code (Section 8-1-3 . 1 of Chapter 24 of the Illinois Revised
Statutes, as supplemented and amended, the "Act" ) , for the
purpose of financing the Project, to be made or undertaken by the
Village of Oak Brook, Illinois.
Section 2. Authorization and Terms of the Note. To
meet all or a part of the estimated cost of the Project, there is
hereby appropriated the sum of $522, 000, to be derived from the
proceeds of the Note herein described. For the purpose of
financing such appropriation, the Note of the Village shall be
issued and sold in an aggregate principal amount of not to exceed
$522, 000. The Note shall be in substantially the form generally
used by the Lender for similarly sized loans, modified to conform
to this ordinance. The Note shall be dated as of the issuance,
sale and delivery thereof. Pursuant to and an accordance with
the Act, the Note shall mature within one year of the date of
issuance thereof. The Note shall bear interest on the
outstanding principal balance thereof at the rate of 6.85% per
annum from its date, or from the date drawn upon, as the case may
be, computed on the basis of a 360-day year consisting of twelve
30-day months. If for any reason the Note shall lose its
tax-exempt status under Section 103 of the Internal Revenue Code
of 1986, as amended, it shall bear interest at a rate equal to
the Lender' s Index Rate Floating (subject to the statutory
interest rate limit, the "Taxable Rate" ) . The Note shall bear
interest on overdue principal, and to the extent lawful on
overdue interest, at the Lender' s Index Rate Floating plus four
percent (4%) ( subject to the statutory interest rate limit, the
"Overdue Rate" ) . The principal of and premium, if any, and
interest on the Note shall be payable in lawful money of the
United States of America in eleven ( 11) equal monthly
installments (based upon amortization of principal over 60
months) , with a twelfth (12th) installment equal to the principal
balance plus accrued interest. Monthly installments on the Note
shall be payable by check or draft of the Village mailed to the
registered owner of record of the Note appearing on the
registration books maintained by the Village' s Treasurer, the
registrar on behalf of the Village for such purpose, at the
principal municipal office of such registrar. Principal and
interest payments on the Note shall be paid by check or draft (or
other agreeable method of payment) by the Village without the
requirement of presentment, demand or notice, directly to the
Lender.
The Note shall be subject to prepayment prior to
maturity at the option of the Village, without any required
notice, in whole or in part at any time at a prepayment price
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equal to the principal amount to be so prepaid, plus accrued
interest on the Note to the prepayment date, duly noted by the
Lender on the Note.
Section 3. Proposal and Security Agreement. The
Proposal of the Lender shall be and is hereby approved. The
President be and is authorized to execute and deliver a Note
purchase contract and a security agreement in the Lender' s
standard form therefor, which shall effect a security interest in
the facilities constituting the Project under the Uniform
Commercial Code -- Secured Transactions, as and to the extent
applicable (the "Security Agreement" ) , for and on behalf of the
Village and, together with other appropriate officials of the
Village, is hereby authorized and directed to do and perform, or
cause to be done or performed for or on behalf of the Village,
each and every thing necessary for the issuance of the Note,
including the proper execution, delivery and performance of a
Note purchase contract and the Security Agreement and appropriate
certificates in connection with the Village' s tax covenants made
and contained in Section 14 hereof and related matters. The
foregoing shall not abrogate or impair the application of Section
9-104(e) of the Illinois Uniform Commercial Code to the
transactions hereby contemplated.
'`- Section 4. Execution and Delivery. The Note shall
be executed in the name of the Village by the manual or
authorized facsimile signature of its President, and the
corporate seal of the Village, or a facsimile thereof, shall be
thereon impressed, affixed or otherwise reproduced and attested
by the manual or authorized facsimile signature of its Village
Clerk. In case any officer whose signature, or a facsimile of
whose signature, shall appear on the Note shall cease to hold
such office before the issuance of such Note, such Note shall
nevertheless be valid and sufficient for all purposes, the same
as if the person whose signature, or a facsimile thereof, appears
on such Note had not ceased to hold such office. Any Note may be
signed, sealed or attested on behalf of the Village by any person
who, on the date of such act, shall hold the proper office,
notwithstanding that at the date of such Note such person may not
hold such office. No recourse shall be had for the payment of
any Note against the President or any member of the Board of
Trustees or any officer or employee of the Village (past, present
or future) who executes the Note, or on any other basis.
Other than when the Lender is the registered owner of
100% of the outstanding Note, the Note shall bear thereon a
certificate of authentication executed manually by the registrar;
and in such cases the Note shall not be entitled to any right or
benefit under this ordinance or shall be valid or obligatory of
any purpose until such certificate of authentication shall have
been duly executed by the registrar.
Section 5. Transfer, Exchange and Registration.
The Note shall be negotiable, subject to the provisions for
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registration of transfer contained herein. The Note shall be
transferable only upon the registration books maintained by the
registrar on behalf of the Village for that purpose at the
principal office of the registrar, by the registered owner
thereof in person or by such registered owner' s attorney duly
authorized in writing, upon presentation thereof together with a
written instrument of transfer satisfactory to the registrar and
duly executed by the registered owner or such registered owner' s
duly authorized attorney. Upon presentation to effect transfer
of any such Note, the registrar shall record the transfer on a
register therefor. The holder of the Note shall report all
participations therein to the registrar.
For every such exchange or registration of transfer of
the Note, the Village or the registrar may make a charge
sufficient to reimburse it for any tax, fee or other governmental
charge required to be paid with respect to such exchange or
transfer, which sum or sums shall be paid by the person
requesting such exchange or transfer as a condition precedent to
the exercise of the privilege of making such exchange or
transfer. No other charge shall be made for the privilege of
making such transfer or exchange. The provisions of the Illinois
Bond Replacement Act shall govern the replacement of a lost,
destroyed or defaced Note.
The Village and the registrar may deem and treat the
person in whose name the Note shall be registered upon the
registration books as the absolute owner of the Note, whether
such Note shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of, premium, if any,
or interest thereon and for all other purposes whatsoever, and
all such payments so made to any such registered owner or upon
such registered owner' s order shall be valid and effectual to
satisfy and discharge the liability upon such Note to the extent
of the sum or sums so paid, and neither the Village nor the
registrar shall be affected by any notice to the contrary.
Section 6. Registrar. The Village covenants that
it shall at all times retain a registrar with respect to the Note
and shall cause to be maintained at the office of such registrar
a place where the Note may be presented for registration of
transfer, that it shall require that the registrar maintain
proper registration books and that it shall require the registrar
to perform the other duties and obligations imposed upon it by
this ordinance in a manner consistent with the standards, customs
and practices of the municipal securities business. Other than
with respect to the Treasurer, the Village may enter into
appropriate agreements with the registrar in connection with the
foregoing. Any such registrar shall signify its acceptance of
the duties and obligations imposed upon it by this ordinance.
The registrar by executing a certificate of authentication on the
Note shall be deemed to have certified to the Village that it has
all requisite power to accept, and has accepted, such duties and
obligations not only with respect to the Note so authenticated.
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The registrar is to be the agent of the Village for such purpose
and shall not be liable in connection with the performance of
its duties except for its own negligence or default. The
�. registrar shall, however, be responsible for any representation
in its certificate of authentication on the Note.
The Village may remove the registrar at any time. In
case at any time the registrar shall resign or shall be removed
or shall become incapable of acting, or shall be adjudged a
bankrupt or insolvent, or if a receiver, liquidator or
conservator of the bond registrar, or of its property, shall be
appointed, or if any public officer shall take charge or control
of the registrar or of its properties or affairs, the Village
covenants and agrees that it will thereupon appoint a successor
registrar. The Village shall mail or cause to be mailed notice
of any such appointment made by it to the registered owner of the
Note within twenty (20) days after such appointment. Other than
in respect of the Treasurer, any registrar appointed under the
provisions of this Section shall be a bank, trust company,
national banking association or other qualified professional with
respect to such matters, maintaining its principal office in the
State of Illinois.
Section 7. Security Agreement. The Note shall be
�- an obligation of the Village, described in Section 8-1-3 . 1 of the
Illinois Municipal Code. The Note shall be secured by a security
interest in the facilities constituting the Project, as effected
by the Security Agreement. To the extent any equipment
constituting the Project has a title, the Lender' s security
interest therein shall be appropriately shown on the title and
filed with the Secretary of State.
Section 8. Form of Note and the Security Agreement.
The Note shall be issued as a fully registered instrument, and
the Note and the Security Agreement shall be in substantially the
form as generally used by the Lender, with appropriate insertions
and modifications to comply with the provisions of this ordinance
and with the blanks to be appropriately completed when the Notes
and the Security Agreement are prepared for delivery. The Note
shall state on its face that it is a "qualified tax-exempt
obligation" under Section 265(b) (3 ) of the Code and that it is
issued under and pursuant to and incorporates the terms and
provisions of this ordinance .
Section 9. Debt Service Fund. All moneys
available, appropriated and set aside to pay the principal of and
interest on the Note, and all other moneys to be used for the
payment of the principal of and interest on the Note, unless paid
immediately to the registered owner of the Note, shall be timely
deposited in the "Debt Service Fund of 1989" which is hereby
established as a special fund of the Village and shall be
administered as a bona fide debt service fund under the Internal
Revenue Code of 1986, as amended.
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A form of Assignment for the Note is suggested, as follows:
ASSIGNMENT
For value received the undersigned sells, assigns and
transfers unto
[Name, Address and Social Security Number or FEIN of Assignee]
the attached Note of the Village of Oak Brook, Illinois, issued
under Ordinance No. and hereby irrevocably constitutes
and appoints attorney to
transfer the Note on the books kept for registration thereof,
with full power of substitution in the premises.
Dated
Signature Guarantee:
Section 10. Note Proceeds Fund. All of the proceeds
of sale of the Note shall be deposited in the "Note Proceeds Fund
of 1989" which is hereby directed to be established as a special
`- fund of the Village under this ordinance. Moneys in the Note
Proceeds Fund shall be used for the purposes specified in Section
1 of this ordinance and for the payment of costs of issuance of
the Note, but may hereafter be reappropriated and used for other
lawful purposes. Before any such reappropriation of Note
proceeds shall be made, there shall be filed with the Village
Clerk an opinion of Evans & Froehlich or other nationally
recognized bond counsel ( "Bond Counsel" ) to the effect that such
reappropriation will not adversely affect the tax-exempt status
of the Note under Section 103 of the Internal Revenue Code of
1986, as amended.
Section 11. Exception from Arbitrage Rebate. The
Village does not reasonably expect to issue more than $5,000, 000
of tax-exempt obligations in the year of the issuance of the
Note within the meaning of the small issuer exception under
Section 148(f) (4) (C) of the Internal Revenue Code of 1986, as
amended.
Section 12. Investment Regulations. No investment
shall be made of any moneys in the Debt Service Fund of 1989 or
the Note Proceeds Fund of 1989 except in accordance with the tax
covenants set forth in Section 14 of this ordinance. All income
derived from such investments in respect of moneys or securities
in any Fund shall be credited in each case to the Fund in which
such moneys or securities are held.
Any moneys in any Fund that are subject to investment
yield restrictions may be invested in United States Treasury
Securities, State and Local Government Series, pursuant to the
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regulations of the United States Treasury Department, Bureau of
Public Debt. The Village' s Treasurer and agents designated by
such officer are hereby authorized to submit, on behalf of the
Village, subscriptions for such United States Treasury Securities
and to request redemption of such United States Treasury
Securities.
Section 13. Tax Covenants. The Village shall not
take, or omit to take, any action lawful and within its power to
take, which action or omission would cause interest on the Note
become subject to federal income taxes in addition to federal
income taxes to which interest on such Note is subject on the
date of original issuance thereof.
The Village shall not permit any of the proceeds of a
Note, or any facilities financed with such proceeds, to be used
in any manner that would cause any such Note to constitute a
"private activity bond" within the meaning of Section 141 of the
Internal Revenue Code of 1986, as amended.
The Village shall not permit any of the proceeds of the
Notes or other moneys to be invested in any manner that would
cause the Note to constitute an "arbitrage bond" within the
meaning of Section 148 of the Internal Revenue Code of 1986, as
�. amended.
The Village shall comply with the provisions of Section
148(f) of the Internal Revenue Code of 1986, as amended, relating
to the rebate of certain investment earnings at periodic
intervals to the United States of America to the extent that
there shall have been filed with the Village Clerk an opinion of
Bond Counsel to the effect that such compliance is necessary to
preserve the exclusion from gross income for federal income tax
purposes of interest on the Note under Section 103 of the
Internal Revenue Code of 1986, as amended.
Section 14. Bank Qualified Note_ Pursuant to
Section 265(b) (3 ) of the Internal Revenue Code of 1986, as
amended, the Village hereby designates the Note as a "qualified
tax-exempt obligation" as defined in Section 265(b) (3 ) of the
Internal Revenue Code of 1986, as amended. The Village
represents that the reasonably anticipated amount of tax-exempt
obligations that will be issued by the Village and all
subordinate entities of the Village during the calendar year in
which the Note are issued will not exceed $10,000, 000 (and
reasonably not to exceed $5, 000, 000) within the meaning of
Section 265(b) (3) of the Internal Revenue Code of 1986, as
amended. The Village covenants that it will not designate and
issue more than $10, 000, 000 (and reasonably not to exceed
$5, 000, 000) aggregate principal amount of tax-exempt obligations
in such calendar year. For purposes of this Section 14, the term
"tax-exempt obligations" includes "qualified 501(c) (3) bonds" (as
defined in the Section 145 of the Internal Revenue Code of 1986,
as amended) but does not include other "private activity bonds"
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(as defined in Section 141 of the Internal Revenue Code of 1986,
as amended) .
Section 15. Ordinance to Constitute a Contract. The
provisions of this ordinance shall constitute a contract between
the Village and the registered owners of the Note. Any pledge
made in this ordinance and the provisions, covenants and
agreements herein set forth to be performed by or on behalf of
the Village shall be for the equal benefit, protection and
security of the registered owners of any part or all of the Note.
The Note, and any participation therein, shall be of equal rank
without preference, priority or distinction of any of the Note
over any other thereof except as expressly provided in or
pursuant to this ordinance. This ordinance shall constitute full
authority for the issuance of the Note, and to the extent that
the provisions of this ordinance conflict with the provisions of
any other ordinance or resolution of the Village the provisions
of this ordinance shall control. If any section, paragraph or
provision of this ordinance shall be held to be invalid or
unenforceable for any reason, the invalidity or unenforceability
of such section, paragraph or provision shall not affect any of
the remaining provisions of this ordinance.
Section 16. Publication. This ordinance shall
'`. published in pamphlet form under Section 1-2-4 of the Illinois
Municipal Code.
Section 17. Effective Date. This ordinance shall
become effective 10 days its passage, approval and publication as
required by law.
Adopted this 23rd day of May 1989, by roll call
vote as follows: Trustees Bartecki, Bushy, Maher
Ayes (names) : Payovich, Rush and Winters
Nays (names) : None
Other (Abstain, Absent, etc . ) (names) : None
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PASSED- May 23, 1989
(SEAL) Approve
Attes
Pr sident
Village Clerk
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-- — ---
---CERTIFICATE-
I , Linda K. Gonnella, Village Clerk of -he- Village of Oak
Brook, DuPage and Cook Counties, Illinois, hereby certify that
the foregoing Ordinance No. S-672 "An Ordinance Authorizing the
Issuance of a $522,000 Note of the Village of Oak Brook, DuPage
and Cook Counties, Illinois , " is a true copy of an original
ordinance which was duly adopted by the recorded affirmative
votes of not less than four of the members of the Corporate
Authorities of the Village at a meeting thereof which was duly
noticed, called held at 7: 30 p.m. on May 23 , 1989, as a regular
meeting of the President and Board of Trustees at the Village
Hall, at which a quorum was present and acting throughout, and
that such copy has been compared by me with the original
`- ordinance signed by the President of the Village on May 23 , 1989 ,
and recorded in the ordinance book of the Village and that it is
a correct transcript thereof and of the whole of such ordinance,
and that such ordinance has not been altered, amended, repealed
or revoked, but is in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed
the seal of the Village of Oak Brook, Illinois this 23rd day of
May, 1989 .
`Tillage Clerk
(SEAL)
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NOTE TRANSCRIPT
June 5, 1989
ISSUER: Village of Oak Brook, DuPage and Cook
Counties, Illinois
NOTE: $522,000 Note
DATE OF NOTE: May 23, 1989
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MATURITY AND
INTEREST RATE: May 15, 1990--6. 85% per annum
NOTE PURCHASER: Oak Brook Bank
Oak Brook, Illinois
REGISTRAR: Village Treasurer
LEGAL OPINION: Evans &Froehlich
Champaign, Illinois
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INDEX OF DOCUMENTS
$522, 000 NOTE
OF THE
VILLAGE OF OAK BROOK
DUPAGE AND COOK COUNTIES
STATE OF ILLINOIS
1 . Certified copy of Ordinance No. 5-672, An Ordinance
Authorizing the Issuance of a $522,000 Note of the Village
of Oak Brook, DuPage and Cook Counties, Illinois, passed and
approved May 23, 1989, by the President and Board of
Trustees of the Village of Oak Brook, Illinois.
2 . Certificate of Incumbency of Officers, Absence of Litigation
and Identification of Signatures.
3 . Treasurer' s Receipt.
4. Receipt of Note Purchaser.
5 . Closing and Arbitrage Certificate.
6. Form 8038-G, and related transmittal letter.
7 . Opinion of John H. Brechin, Esq. , Village Attorney, Oak
Brook, Illinois.
8. Opinion of Evans & Froehlich, Champaign, Illinois, Bond
Counsel.
9 . Specimen Note.
10. Security Agreement dated as of May 23, 1989, from the
Village to the Oak Brook Bank, Oak Brook, Illinois.
11 . Transcript Certificate.
Original counterparts and/or copies of the foregoing, as
appropriate, will be complied for distribution, as follows:
Village of Oak Brook John H. Brechin, Esq.
Oak Brook, Illinois Downers Grove, Illinois
Evans & Froehlich Oak Brook Bank
Champaign, Illinois Oak Brook, Illinois
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0 Closing Item No. 2
CERTIFICATE OF INCUMBENCY OF OFFICERS,
ABSENCE OF LITIGATION AND
IDENTIFICATION OF SIGNATURES
(ACCEPTANCE OF REGISTRAR)
We, the undersigned, the President, Clerk, and
Treasurer of the Village of Oak Brook, DuPage and Cook Counties,
Illinois (the "Village" ) , the President and Clerk being
authorized and directed to sign the Note herein mentioned, hereby
certify that we are now and were at the date of signing the Note
herein mentioned, respectively, officers of the Village, as
herein recited; that the undersigned President and Clerk have
executed the Note (the "Note" ) , of the Village in the amount of
$522 ,000, dated May 23, 1989, fully registered, bearing interest
and due in the principal amounts on the dates as follows: May
15, 1990--6. 85% per annum ( subject to certain adjustments) .
by signing the Note in the manner and capacity set forth in
ORDINANCE NO. S-672, An Ordinance authorizing the issuance of a
$522, 000 Note of the Village of Oak Brook, DuPage and Cook
Counties, Illinois, passed and approved May 23, 1989 (the
"Ordinance" ) .
We further certify that there is no controversy or
litigation pending or threatened in any way questioning or
affecting the corporate existence or the boundaries of the
Village, or the title of any of its present officials to their
respective offices, or the proceedings incident to the
authorization and sale of the Note, or in any way concerning the
validity of the Note, and that none of the proceedings
authorizing the issuance of the Note have been revoked or
rescinded.
We further certify that the certifications and
representations made by the Village, through its President and
Board of Trustees, in the Ordinance are still true. The officers
of the Village and their terms of office are as shown on the
attached Certificate of Officer Incumbency.
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IN WITNESS WHEREOF, we have hereunto affixed our
signatures as of this 5th day of June, 1989 .
L
S14rG-NATURE OFFICIAL TITLES
' President
�d>6' u ale" Clerk
,� • ' �,�� Treasurer
Signature Identification
I hereby certify that I am John H. Brechin, the duly
appointed and acting Village Attorney of the Village of Oak
Brook, Illinois, and that I am personally acquainted with the
officers whose signatures appear above, and that I know that they
are now and were. at the time of signing the Note the duly
elected, qualified and acting officials of the Village of Oak
Brook, DuPage and Cook Counties, Illinois as indicated by the
titles appended to their respective signatures, and I do hereby
identify such signatures, together with those on the above
described Note as being in all respects true and genuine.
John Brechin
Attorney at Law
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UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTIES OF DUPAGE AND COOK
VILLAGE OF OAK BROOK
$522 , 000 NOTE
SCHEDULE OF OFFICER INCUMBENCY
May of the May of the
Year Present Year Present
Title Name Term Started Term Ends:
President Wence F. Cerne 1987 1991
Clerk Linda K. Gonnella 1989 1991
Treasurer Terry C. Klein 198_ ( indefinite)199_
Village
Attorney John H. Brechin 198_ (indefinite)199_
Trustee Garry J. Bartecki 1987 1991
Trustee Karen M. Bushy 1989 1993
Trustee Ronald P. Maher 1987 1991
Trustee Barbara A. Payovich 1989 1993
Trustee Joseph H. Rush 1987 1991
Trustee H. Richard Winters 1989 1993
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w i+h _
Closing IN-9m No. 3
TREASURER' S RECEIPT
I , the undersigned, do hereby certify that I am the
duly qualified and acting Treasurer of the Village of Oak Brook,
DuPage and Cook Counties, Illinois (the "Village" ) , and as such
officer I further certify that a $522 , 000 Note of the Village,
dated May 23, 1989, in fully registered form, has been delivered
to the purchaser thereof, Oak Brook Bank, Oak Brook, Illinois,
and that such Note has been paid for in full by such purchaser in
accordance with the terms of sale and at a price of not less than
100% par ($522, 000) .
I do further certify that the officials whose
signatures ' appear upon such Notes were in occupancy and
possession of their respective offices at the time of signing and
delivery of such Notes.
IN WITNESS WHEREOF, I have hereunto set my official
hand as of the 5th day of June, 1989 .
Treasurer of the Village of Oak Brook,
DuPage and Cook Counties, Illinois
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Closing 1rem No. 4
RECEIPT OF NOTE PURCHASER
Oak Brook Bank, Oak Brook, Illinois (the "Purchaser" ) ,
in connection with the issuance, sale and delivery on the date
hereof by the Village of Oak Brook, DuPage and Cook Counties,
Illinois (the "Village" ) , of its $522 , 000 Note (the "Note" ) , and
the purchase thereof by the Purchaser, which hereby acknowledges
receipt from the Village of Note in the aggregate principal
amount of $522, 000 and conforming to the provisions of ORDINANCE
NO. S-672, An Ordinance Authorizing the Issuance of a $522, 000
Note of the Village of Oak Brook, DuPage and Cook Counties,
Illinois, passed and approved May 23 , 1989 .
Further, the Purchaser hereby certify that it has
purchased the Note at 100% of par ($522, 000) and anticipates no
reoffering to the public . We understand that the foregoing will
be relied upon by the Village in the filing of a Form 8038-G in
connection with the Note.
This receipt is made and the Note has been delivered as
of this 5th day of June, 1989 .
Oak Brook Bank,
Oak Brook, Illinois
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Its
C W Vr7a.� Closing !,-.am No. 5
STATE OF ILLINOIS )
SS
COUNTIES OF DUPAGE )
AND COOK )
INDEBTEDNESS CERTIFICATE
We, the undersigned, do hereby certify that we are the
duly qualified and acting President, Treasurer and Clerk of the
Village of Oak Brook, DuPage and Cook Counties, Illinois (the
"Issuer" ) , respectively, and as such officials we do further
certify that the total aggregate indebtedness of the Issuer, of
every kind and nature and howsoever, evidenced or incurred,
excluding the proposed $522,000 Note, of the Village of Oak
Brook, DuPage and Cook Counties, Illinois, , issued on the date
hereof, does not exceed the total sum as itemized as follows:
Non-Referendum General Obligation
Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
General Obligation Bonds. . . . . . . . . . . . . . . . . . . . . . . . . $ 4,050,000
Motor Fuel Tax Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Installment Contracts . . . . . . . . . . . . . . . . . . . . . . . . . .
Judgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ -o-
Leases/Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Miscellaneous/Other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
Revenue Bonds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2.4-7 5 000
all of which appears from the books and records in our
respective care and custody.
IN WITNESS WHEREOF, we hereunto affix our official
signatures, this 5th day of June, 1989 .
Presi ent T easurer
1 GG 6
G-
Clerk
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Closing Item No. 5
CLOSING AND ARBITRAGE CERTIFICATE
We, the undersigned, do hereby certify that we are the
President, Clerk and Treasurer of the Village of Oak Brook,
DuPage and Cook Counties, Illinois (the "Village" ) , and with
regard to the $522 , 000 Note of the Village (the "Note" )
authorized by ORDINANCE NO. S-672, An Ordinance authorizing the
issuance of a $522, 000 Note of the Village of Oak Brook, DuPage
and Cook Counties, Illinois, adopted by the President. and Board
of Trustees of the Village of Oak Brook, Illinois, on May 23,
1989 (the "Ordinance" ) , we do hereby further certify as follows
[ certain terms used herein and not otherwise defined herein shall
have the meanings given them in the Ordinance] :
( 1) The actual acquisition and construction of the
Project as defined in the Ordinance (herein, the "Project" )
has begun, and binding commitments of not less than $15,000
of the Note proceeds have heretofore been entered into or
made in connection therewith, and have been incurred and
paid in connection with the Project. It is anticipated that
the total financeable costs of the Project to be paid from
the proceeds of the $522 ,000 Note (excluding the expenses
anticipated to be incurred in connection with the issuance
of the Note) will be approximately $517, 000.
(2) The total proceeds from the Note, i .e. , the gross
sum of $522,000, does not exceed the total of:
(i) the estimated total financeable costs of the
Project to be paid from the proceeds of the Note
(including capitalized interest and excluding the
expenses anticipated to be incurred in connection with
the issuance of the Note) (viz. , the gross sum of
$517,000) , plus
(ii) the expenses anticipated to be incurred in
connection with the issuance of the Note (viz . , the
gross sum of $5,000) .
(3) The aggregate proceeds to be derived by the Village
from the Note (viz . , the gross sum of $522 , 000) is expected
to be needed and fully expended as follows:
(a) of such proceeds, $5, 000 will be expended for
payment of the expenses anticipated to be incurred in
connection with the issuance of the Note; and
(b) the remaining $517, 000 of such proceeds will
be expended for payment of the costs of the Project
(including capitalized interest and excluding any
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expenses anticipated to be incurred in connection with
the issuance of the Note) , substantially in accordance
with the following schedule:
Quarter during
which Expected Amount Expected
to be Expended to be Expended
1989, Second $ 317, 000
1989, Third $ 200, 000
TOTAL $ 517, 000
(4) The ordinance of the Village described below (the
"Ordinance" ) was duly adopted by the President and Board of
Trusttes of the Village of Oak Brook, Illinois, on the date
indicated, has been duly approved by the President, has not been
amended, modified or rescinded in any material respect, and is in
full force and effect as of the date hereof:
Date of
Ordinance No. Adoption Title or Description
Ordinance No. May 23, 1989 An Ordinance authorizing the issuance
�- 5-672 of a $522,000 Note of the Village of
Oak Brook, DuPage and Cook Counties,
Illinois.
(5) The meeting of the President and Board of Trustees
of the Village of Oak Brook, Illinois, held on May 23, 1989, was
a regular meeting of the President and Board of Trustees which
was open to the public, and the President and Board of Trustees
did not meet in a closed session on that day. All meetings of
legislative, executive, administrative and advisory bodies of the
Village, including committees and subcommittees, are open to the
public, subject to the authorized exceptions set forth in Ill .
Rev. Stat. Ch. 102 , Sec . 42 , and public notice of all such
meetings is given pursuant to the procedures of Ill . Rev. Stat.
Ch. 102, Sec . 42 .02 .
(6) Pursuant to the Ordinance, there has been duly
prepared and executed, and delivered as of the date hereof, on
behalf of the Village a $522,000 aggregate principal amount Note
of the Village (the "Note" ) . The Note has been executed on
behalf of the Village with the manual signature of the
undersigned President and the manual signature of the undersigned
Village Clerk and the impression of the corporate seal of the
Village has been imprinted thereon. The Note is in substantially
the same form which the officers of the Village were authorized
to execute and deliver for and on behalf of the Village, and they
are in substantially the same form as is provided in the
i
Ordinance.
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(7) Regular meetings of the President and Board of
Trustees are held on the second and fourth Tuesday of each month,
at 7 : 30 p.m. , at the Village Hall, Oak Brook, Illinois. The
regular meeting of the President and Board of Trustees held on
May 23 , 1989, was called and held as required by law. No
proceedings have been had or taken by the Village or the voters
thereof to alter the home rule status of the Village; to adopt a
special charter for the Village; to limit the power of the
Village to incur debt; or to confer upon the voters or property
of the Village rights of petition or referendum not otherwise
applicable to home rule units. The Village is not operating
under the commission form of municipal government. The
representations and warranties of the Village set forth in the
Ordinance were true and correct as of the date thereof and are
true and correct as of the date hereof.
(8) The principal proceeds of the sale of the Note
shall be devoted to and used with due diligence for reimbursement
to the Village for certain Project costs and the acquisition,
construction and installation of the Project. The President and
Clerk, for the Village' s Corporate Authorities, represent and
certify as follows:
(a) The Village has heretofore incurred, or within six
months after delivery of the Note expects to incur,
substantial binding obligations with respect to the
acquisition, construction and installation of the Project to
be paid for with money received from the sale of the Note,
such binding obligations comprising a contract or contracts
for the acquisition, construction and installation of the
Project in the amount of not less than $15,000, being an
amount not less than 2-1/2% of that portion of the estimated
total Project costs financed with the Note.
(b) All of the money derived from the sale of the
$522 , 000 Note and deposited in the Note Proceeds Fund of
1989, and all of the investment earnings thereon and all the
money derived from the sale of the Note and deposited in the
Debt Service Fund of 1989 and all of the investment earnings.
thereon will be expended on or before August 1, 1989, for
the purpose of paying the costs of the Project.
(c) All of the principal proceeds and investment
earnings thereon of the Note will be used, needed and
�- expended for the purpose of paying the cost of the Project,
including expenses incidental thereto, or paying the
interest due on the Note; not less than 95 percent of the
net proceeds of the Note are to be used for local
governmental activities (that is, the Project) of the
Village; and none of the Note constitutes a private activity
bond. Pursuant to and in accordance with Section 1314 of
the Tax Reform Act of 1986, unless the yield on any
investment of Note proceeds to the extent thereof is
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restricted to the yield on the Note, no proceeds of the Note
or any investment earnings thereon will be used more than 30
days after the date hereof for the purpose of paying any
principal or interest on any issue of bonds, notes,
certificates or warrants or on any installment contract or
other obligation of the Village or for the purpose of
replacing any funds of the Village used for such purpose,
otherwise pursuant to and in accordance with Section 148 of
the Internal Revenue Code of 1986, as amended (the "Code" ) ,
and in any event such refunding shall occur, if at all, on
or before the 90th day from the date hereof.
(d) Work on the Project to be funded from Note proceeds
is expected to proceed with due diligence to completion,
presently expected to be on or before August 1, 1989 .
(e) No part of any of the Village' s facilities
constituting the Project has been or is expected to be sold
or otherwise disposed of in whole or in material part prior
to the maturity of the Note. "Material part" means (i)
land, or (ii) any building, or (iii ) personal property or
fixtures in excess of that which is expected to be sold,
traded in or discarded upon wearing out or becoming
obsolete.
(f) Except as set forth in the Ordinance, the Village
has not created or established and does not expect to create
or establish any sinking fund or other similar fund for the
Note.
(g) Amounts deposited in the Debt Service Fund of 1989,
other than capitalized interest, will be expended within a
12-month period beginning on the date of deposit; such
account will be depleted to an amount not greater than 1/12
annual principal and interest requirements payable therefrom
at least once yearly; and any amounts received from
investment of money in any such account will be expended
within a one year period beginning on the date of receipt.
(h) The aggregate face amount of all tax-exempt
obligations, other than private activity bonds, to be issued
by the Village during the calendar year 1989 is not
reasonably expected to exceed $5,000, 000. Therefore, the
Village will make no rebate payments pursuant to an
exception from such rebate requirement under Section
148(f) (4) (C) of the Code.
(i) The foregoing statements of expectation are based
upon the following facts and estimates;
(i) Amounts expected to be received are
estimated.
(ii ) Amounts paid or to be paid into various funds
and accounts have been directed to be paid
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into such funds and accounts by authority of
the Ordinance.
(iii) The anticipated dates of the obligation and
expenditure of money derived from the sale of
Note and to be deposited into the various
funds and accounts for the Project and the
amounts to be spent 'on or before such dates
are based upon consultation with the
engineers employed by the Village to
supervise the acquisition, construction and
installation of the Project.
(iv) The amount of tax-exempt obligations
reasonably expected to be issued in 1989 is
based upon historical experience, the
anticipated revenue needs of the Village and
the date of issuance of the Note.
(v) The Village is an issuer described in Section
265(b) (3 ) of the Code.
(vi) The Village has issued no tax-exempt
obligations in 1989 except for the Note.
(j ) The Village has not been notified of, any
disqualifica- tion or proposed disqualification of it by the
Commissioner of the Internal Revenue Service as an issuer
�- which may not certify issues under Treas. Reg. 1 . 103-13(a)
(2) (ii) (1979) . This subparagraph (j ) incorporates by
reference the representations and certifications made and
contained in of the Ordinance.
(k) To our best knowledge and belief . there are no
facts, estimates or circumstances that would materially
change the conclusions and representations set out in this
paragraph (9) , and the expectations hereinabove set out are
reasonable.
( 1) The Village will comply with such other and further
requirements of the Internal Revenue Code of 1986, as
amended, including with respect to arbitrage.
(m) So long as any part of the Note remains
outstanding, moneys on deposit in any fund or account in
connection with the Note, whether or not such moneys were
derived from the proceeds of 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
Section 148 of the Code, and any lawful regulations
promulgated thereunder, including Treas . Reg. 1 . 103-13,
1 . 103-14 and 1. 103-15 (1979) as the same presently exist, or
may from time to time hereafter be amended, supplemented or
revised.
On the basis of the foregoing, the gross proceeds in connection
with the Note will not be used in a manner that would the
Note to be an arbitrage bond under Section 148 of the Internal
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. �,• S,...(off � �;
Revenue Code of 1986, including as it may be supplemented and
amended. The Village hereby further certifies that it has not
been notified of any listing or proposed listing of it by the
Internal Revenue Service as an issuer whose arbitrage
certifications may not be relied upon. The Village covenants
with the holder or holders of the Note outstanding that so long
as the Note, or any part therof, remains outstanding, 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
Note or from any other sources, will not be used in_ a manner
which will cause the Note, or any part thereof, to be an
"arbitrage bond" within the meaning of applicable laws and
regulations.
(9) The persons subscribed hereto, being the duly
qualified and acting President and Clerk of the Village, were on
the date or dates of the execution of the Documents and the
Note, and are on the date hereof, the incumbents of the offices
of the Village set forth opposite their respective names, and the
signatures subscribed hereto are the genuine signatures of such
officers:
office Name Signature
�.- President Wence F. Cerne As Subscribed Hereto
Village Clerk Linda K. Gonnella As Subscribed Hereto
(10) The seal impressed upon this certificate and
printed upon the Note is the legally adopted, proper and only
official corporate seal of the Village .
( 11) In connection with certain qualifying (that is,
for a tax-exempt use) costs and expenses previously incurred and
paid by the Village out of prior funds, the Village reserves the
right to be reimbursed therefor from Note proceeds.
(12) The $522 , 000 Note is a "qualified tax-exempt
obligation" under Section 265(b) (3 ) of the Internal Revenue Code
of 1986, as amended, and as mentioned in the Ordinance. The
Village will not issue more than $10, 000, 000 (and reasonably
expects not to exceed $5, 000, 000) of tax-exempt obligations in
the 1989 calendar year and cannot conceive of any circumstances
where such amount could be exceeded given the date of issue of
the Note.
I
IN WITNESS WHEREOF, we have hereunto affixed our
respective signatures and the seal of the Village of Oak Brook,
Illinois as of this 5th day of June, 1989 .
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(SEAL)
Village Clerk
-)!:- C. -�/a w
Treasurer
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Closing Item No. 5
GENERAL TAX CERTIFICATE
I , Wence F. Cerne, President of the Village of Oak
Brook, Illinois (the "Village" ) , a municipal corporation of the
State of Illinois, hereby certify with respect to the Village' s
$522, 000 principal amount of Note (the "Note" ) , issued on this
date, as follows:
1 . Use of Proceeds.
The proceeds derived from the sale of the Note are
expected to be applied for the following purposes and in the
following estimated amounts:
Purpose Amount
Equipment and
Maintenance Garage $517, 000
Issuance Costs $ 5, 000
For purposes of this certificate; the term "net
proceeds of the Note" shall mean the aggregate principal amount
of the Note less the amount used to pay the costs of issuance of
�-- the Note.
2 . Private Use of Proceeds.
(a) No portion of the net proceeds of the Note will be
used (directly or indirectly) in any trade or business or other
activity carried on by any person other than a governmental unit,
and (b) no part of the property to be financed with the net
proceeds of the Note will be (i) used by any person on a basis
which is different from that on which members of the general
public will use such property, (ii) owned by any person other
than a governmental unit, or (iii ) actually or beneficially used
by any person other than a governmental unit pursuant to a lease,
a management contract or an arrangement such as a take-or-pay or
output contract.
3 . Security Interest.
No portion of the principal of or interest on the Note
is or will be (a) secured by, either directly or on the basis of
an underlying arrangement, property used or to be used in the
trade or business of any person other than a governmental unit on
a basis different from that on which members of the public use
such property, or payments in respect to such property or (b)
derived from payments (whether or not to the Village) in respect
of property, or borrowed money, so used or to be so used.
4. Unrelated and Disproportionate Use .
A. Unrelated Use . No portion of the net proceeds of
the Note is to be used directly or indirectly to finance a trade
�- S-40-70L
or business activity of a person other than a governmental unit
(or property used in such a private trade or business activity)
that is not related to the governmental facilities being financed
with the net proceeds of the Note and no payments with respect to
the trade or business activity will be made (directly or
indirectly) by any person other than the Village.
B. Disproportionate Use. The amount of net proceeds
of the Note to be used in a trade or business activity of any
person other than a governmental unit is the amount of $-0- .
5 . Private Loan of Proceeds.
No portion of the net proceeds of the Note will be used
(directly or indirectly) to make or finance loans to persons
other than governmental units, no nongovernmental person will
derive an economic benefit that could be deemed a loan. as a
result of the transactions financed with the net proceeds of the
Notes, and no portion of the net proceeds will be transferred to a
nongovernmental person in return for a promise to repay such
SUMS.
6. Small Issuer Status.
The Note is being issued to provide governmental
facilities and do not constitute "private activity bonds" within
the meaning of Section 141 of the Internal Revenue Code of 1986,
as amended (the "Code" ) . Pursuant to the Ordinance pursuant to
which the Note is issued, the Village has designated the Note as
a "qualified tax-exempt obligation" as defined in Section 265(b)
(3) of the Code. The Village certifies, based, in part, upon
certificates of all subordinate entities of the Village specified
herein if any, that the reasonably anticipated amount of
tax-exempt obligations that will be issued by the Village and all
such subordinate entities of the Village during 1989 does not
exceed $10,000, 000. The Village will not designate and will not
issue more than $5,000, 000 (of the $10,000,000 limit) in
aggregate principal amount of tax-exempt obligations during
calendar year 1989 . For purposes of the two preceding sentences,
the term "tax-exempt obligations" includes "qualified 501(c) (3)
bonds (as defined in Section 145(a) of the Code) but does not
include other "private activity bonds" (as defined in Section
141(a) of the Code) .
There are no "subordinate entities" to the Village within
`- the meaning of Section 265(b) (3) (E) of the Code, and no other
smaller governmental entity derives its power to issue
obligations from the Village, was created by the Village or is
subject to significant control (including the appointment of
members of a governing board) by the Village.
7 . Registration of the Note.
The Note is issued and issuable only in fully
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registered form without coupons, and are transferable only upon
the registration books maintained by the registrar appointed
pursuant to the Ordinance.
8. No Federal Guaranty.
No portion of the payment of principal or interest with
respect to the Note is guaranteed (directly or indirectly) by the
United States of America or any agency or instrumentality
thereof. No portion of the proceeds of the Note is to be used in
making loans with respect to which the payment of principal or
interest are to be guaranteed (in whole or part) by the United
States of America or any agency or instrumentality thereof, or
invested (directly or indirectly) in federally insured deposits
or accounts.
IN WITNESS WHEREOF, I have hereunto _ et my h d, as of
the 5th day of June, 1989 .
President ��
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Srtr,el. ^ �_toslnE --ea too. o
r.
8038-G Information Return for Tax-Exempt
(oecemer :986i I Governmental Bond Issues :""°"° '"Z7==
3eoarlw.enl0.the r.eawn 1 to Utte r Seaton 149fe) uaree ::-3:-a9
Iw1r"al Ar onwe SrWKF (Use Fenn 8035-GC if issue ones rs wider 5100.000.)
Reborting Authority :heck box it Aetenaett Return ►
! 116mel r/lame j mar 1 Wrlelerer otentnKalbn%0—Pr
Village of Oak Brook I 36-;-',09534
L� 3 Nwnew ano street a aeve,•Vftr
1200 Oak Brook Road
S C,te s to— sum.ano ZIP ape 6 Die v saw
Oak Brook, IL 60521 I `,a 1989
Type of Issue (cneek boxes)that aocitesi
7 Check box if bones are tax or Other revenue anticipation bonds► ` i maw PrWj
S Check box if bonds are In the term of a lease or installment sale►
9 Education . . . . . . '
10 Heann and nosoitai . . . . . . . . . . . . . '
11 C Transportation . . . . . . . .
12 [ Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . .
13 71 Environment(including sewage bonds) . . . . . . . . . . . . . . . . .
14 C Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15 r' Utilities . . . . . . . . .
16 I XOtner.Des cnoe(see instructions)► Golf course maintenance equipment :5?2 000
and building
Description of Bonds
lal (b) (CI W ( Iii tL
Mary nty Gate I$merest rate -%U*V fe i Suteo;T�� e�M«nom^ I t I Iwt car.
17 Final maturity 5/15/90 car, I $522,000 e,/,:,:�/<'/
It Emire issue RWIII-IllII14 V11111011%,r/��i// ////.: $522,000 10.9-5 years t -.55% • 6.85
Uses of Original Proceeds of Issue (including underwriters'discount)
19 Proceeas used for accrued interest. . . . . . . . . . . . . . . . . . . . . . . I �-° ' - 0 -
20 Proceeds used for bond issuance costs(including underwriters'discount) . . . . . . . . . 2: $5,000
21 Proceeds used for credit enhancement . . . . . . . . . . . . . . . L – 0 –
22 Proceeds allocated to reasonably reduiree reserve or replacement tuna . . . . [ - 0 -
'�
23 Proceeds used to refund Dnor issues � �- - 0 -
'
24 Nonrefuncing Drpceees of the issue(Subtract lines 20.2t_.22.and 23 from line 18.column(r)) : 2+ S517,000
Description of Refunded Bonds(complete this Dart only for refunding bonds)
25 Enter the remaining weignted average maturity of the bonds to be refunded . . . . . . . . . ► veer,
26 Enter the last date on which the refunded bonds will be Called . . . . ►
27 Enter the date's)the refunoed bonds were rssueo ►
Miscellaneous
28 Enter me amount(if any)of the state volume cap aaocatee to this issue . . . . . . ► - 0 -
29 Arbitrage rebate:
a Check box if the small governmental unit exception to the aroltrage rebate reduirement aODhes S
b Check box it the 6•montn temporary investment exception to The arbitrage rebate repuirement is expected to a:ciy
c Check box If you exoect to earn ana rebate arbitrage Droiits to the U.S. . . . . . . . . . _
30 Enter the amount of the ponds aesignatec by the issuer under section 265(bX3)(8)(ii) ► $522,000
31 Pooled financings:
a Check box if any of the proceeds of this Issue are to be used to make loans to other governments:units ► _ ana
enter the amount ►
b Check box it this issue is a loan maoe from the orbceeas of another ta■-exemot issue ► L ano enter the nar-+e of the
Issuer ► ano the pate of the Issue ►
I U"Ce•oerlanme 0�e 1 oecalf mi/ •anwwe0 the retwn ano acCOmoan"I aCnaOMae ano atatwwentx ano 10 the Per e•My ano—Welt anc*1-1,
Please tree err tr11r. tsnlaet
Sin
Here � , 2ff. z� -fee f' / 5 /Rq ' President
S�au/era e�Kr
For Paperwork Reduction Act Notice.see pace 1 of the instructions. :Prw 8038•G I:I-a6
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VW
Closing Item No. 7
JOHN H. BRECHIN
ATTORNEY AT LAW
4913 MAIN STREET
DOWNERS GROVE, ILLINOIS 60515
(312)969-2529/990-3000
June 5, 1989
Evans & Froehlich Oak Brook Bank
Champaign, Illinois Oak Brook, Illinois
RE: $522,000 Village of Oak Brook, DuPage and Cook Counties,
Illinois, Note
Ladies and Gentlemen:
In connection with the issuance on the date hereof by the
Village of Oak Brook, DuPage and Cook Counties, Illinois (the
"Village" ) of a $522, 000 Note (the "Note" ) , I have acted as
�- corporation counsel to the Village and examined, among other
things necessary to rendering this opinion, Ordinance No. S-672,
An Ordinance authorizing the issuance of a $522,000 Note of the
Village of Oak Brook, DuPage and Cook Counties, Illinois, of the
President and Board of Trustees of the Village of Oak Brook,
Illinois, passed and approved May 23 , 1989 (the "Ordinance" ) .
Based upon the foregoing, I am of the opinion that:
1 . The Village is a non-home rule municipality located
in DuPage and Cook Counties, Illinois, validly existing and in
good standing under the Constitution and laws of the State of
Illinois. The Issuer is organized under the Village form of
municipal government (Article 3 of the Illinois Municipal Code) .
2 . The Village' s President and Board of Trustees has duly
and effectively adopted the Ordinance, and the Ordinance is in
full force and effect according to the terms thereof.
3 . The execution, delivery and performance by the Village
of the Ordinance will not conflict with, or result in the breach
of any of the provisions of, or constitute a default under, any
indenture, mortgage deed of trust or other agreement or
instrument to which the Village is a party or by which it or its
properties are bound.
I
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4. To the best of my knowledge, there is no action, suit,
proceeding, inquiry or investigation at law or in equity, before
or by any judicial or administrative court or agency, pending or,
to the best of my knowledge after due investigation, threatened,
against or affecting the Village or its properties wherein an
unfavorable decision, ruling or finding would adversely affect
the validity or enforceability of the Ordinance in accordance
with its terms, or in any way relating to, affecting or
questioning the issuance, sale, execution or delivery of the
Note or of any of the proceedings had or actions taken leading up
to the execution and delivery of the Note or the payment of the
interest on or principal of the Note, or otherwise affecting or
questioning the validity of the Note.
6. The adoption of all ordinances, resolutions and other
actions of the Village relating to the Ordinance and all related
proceedings comply with all applicable laws governing the Village
and with all rules and regulations of the Village, including its
President and Board of Trustees.
7 . None of the proceedings had or actions taken with regard
to the Ordinance, including the proceedings relating to the
execution, issuance, sale and delivery of the Note, has or have
been repealed, rescinded or revoked, except as expressly noted in
any above mentioned Ordinance, and all such proceedings and
actions remain in full force and effect on the date hereof.
Very truly yours,
John H. Brechin
�f
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Closinc�-_tem No. 8
LAW OFFICES OF
EvANs & FROEHI.IcH
A PARTNERSHIP OF PROFESSIONAL CORPORATIONS
44 MAIN STREET,P.O.BOX 737
CHAMPAIGN, ILLINOIS 61820
TELEPHONE 217-359-6494
June 5, 1989
$522,000 NOTE
OF THE
VILLAGE OF OAK BROOK, DUPAGE AND COOK COUNTIES, ILLINOIS
Opinion of Bond Counsel
We have examined a record of proceedings relating to
the issuance of a $522,000 Note (the "Note" ) , of the Village of
Oak Brook (the "Village" ) , a municipal corporation and a non-home
rule unit of local government situated in the Counties of DuPage
and Cook, Illinois. The Note is authorized and issued pursuant
to the provisions of the Constitution and laws of the State of
Illinois, including Section 8-1-3 . 1 of the Illinois Municipal
Code (Section 8-1-3 . 1 of Chapter 24 of the Illinois Revised
`- Statutes) , and Ordinance No. S-672 adopted by the President and
Board of Trustees of the Village on May 23, 1989, and entitled
"An Ordinance Authorizing the Issuance of a $522,000 Note of the
Village of Oak Brook, DuPage and Cook Counties, Illinois" (the
"Ordinance" ) .
The Note, dated May 23, 1989, is issuable in fully
registered form. The Note bears interest at the rate of 6.85%
per annum (subject to certain adjustments provided in the
Ordinance) and matures on May 15, 1990. Interest on the Note
shall be computed on the basis of a 360-day year of twelve 30-day
months.
The Note is subject to prepayment prior to maturity at
the option of the Village without notice in whole or in part at a
prepayment price equal to the principal amount thereof to be
redeemed plus accrued interest, duly noted on the Note.
In our opinion, the Note is a valid and legally binding
obligation of the Village of Oak Brook, Illinois, according to
the terms thereof. The enforceability of rights or remedies with
respect to the Note may be limited by bankruptcy, insolvency or
other laws affecting creditors, rights and remedies heretofore or
hereafter enacted, and equitable principles.
We are of the opinion that under existing law, interest
on the Note is not includable in the gross income of the
registered owner thereof for federal income tax purposes and
consequently is exempt from present federal income taxes based on
gross income. Assuming the continued compliance by the Village
with the requirements of the Internal Revenue Code of 1986, as
W itln
EVANS & FROEHLICH
amended (the "Code" ) , in respect of tax-exempt obligations, we
are of the opinion that interest on the Note will continue to be
exempt from present federal income taxes based on gross ,income.
We are further of the opinion that the Notes are not "private
activity bonds" within the meaning of Section 141(a) of the Code
and consequently the interest thereon does not constitute an item
of tax preference for purposes of computing individual or
corporate alternative minimum taxable income. .Among other
collateral federal income tax consequences, interest on the Note
is includable in the book income and earnings and profits of a
corporation and consequently is not exempt from federal income
taxes on such basis.
The Code contains certain requirements that must be
satisfied from and after the date hereof_ in order to preserve the
exemption from federal income taxes of interest on the Notes
based upon gross income. These requirements relate to the use
and investment of the proceeds of the Note, the security and
source of payment of the Note, and the use of the property
financed with the proceeds of the Note. The Village has
covenanted in. the Ordinance authorizing the Note to comply with
these requirements. Pursuant to the Ordinance authorizing the
Note, the Village has designated the Note as a "qualified
tax-exempt obligation" under Section 265(b) (3 ) of the Code.
Interest on the Note is not exempt from Illinois income taxes.
Oak Brook Bank, Oak Brook, Illinois (the "Bank" ) , may
rely on this opinion with the same effect as if it had been
addressed to the Bank.
Very truly yours,
F':1IcE �3 � - C' -ing; Item No. 10
• VHf-j G -OAK RROOK OAK BROOK BANK —
1200 OAK BROOK DRIVF 2021 SPRING ROAD
OAK.BROQK,._jL_ OAK BROOK, IL 60521
7�'CPAYER
DEBTOR'S NAME,ADDRESS AND SOC.SEC.OR TAXPAYER I.D.NO. SECURED PARTY'S NAME AND ADDRESS
1'I"means each Debtor who signs) ("You*means Secured Parry its successors and assigns)
1 am entering into this security agreement with you on —MAY 2.1989 —
`� Security Interest and Collateral. ro secure(check one):
❑ the payment and performance of each and every debt,liability and obligation of every type and description,except In those cases listed
in in."SECURED OBLIGATIONS'paragraph on the reverse side,which------ may now or at any time hereafter owe to you(whether such
debt,liability or obligation now exists or is hereafter created or incurred,and whether it Is or may be direct or indirect,due or to become
dire,3t:solute or contingent,primary or secondary,liquidated or unliquidated,or joint,several or lo;nt and several);
ZX the debt,liability or obligation of VJ1,LAGE—QF_nAK )U1(= to you evidenced by the tot:owing:
5522 000.00 .NOTE OF MMN DATE . __ and any extensions,renewals,refinancing,
modifications or replacements thereof;
I give you a security interest in the property indicated below,whether 1 own it now Or may own it in the future,together with all parts,
accessor.es,repairs,improvements and accessions to the property,wherever it is located,and all proceeds and products from the property.
❑ Inventory:All inventory which I hold for ultimate sale or lease,or which has been or will be supplied under contracts of service,
or which are raw materials,work in process,or materials used or consumed in my business.
Equipment:all equipment including,but not limited to,all machinery,vehicles,furniture,fixtures,manufacturing equipment.
farm machinery and equipment,shop equipment,office and recordkeeping equipment,and parts and tools.
" Any equipment described in a list or schedule which I give to you will also be included In the secured prooartY,
but such a list is not necessary for a valid security interest in my equipment.
❑ Form Prnducts:All farm products including,but not limited to:
(a)all poultry and livestock and their young,along with their products and produce:
(b)all crops,annual or perennial,and all products of the :rops:and
(e)all feed,seed,fertilizer,medicines,and other supplies used or produced in my farming operations.
❑ Accounts,Instruments,Documents,Chattel Paper and Other Rights to Payment:.Alt rights I have now or may have in the
future to the payment of money including,but not limited to:
(a► payment for goods sold or leased or for services rendered,whether or not I have earned such payment by
performance;and
(b) rights to payment arising out of all present and future debt Instruments,chattel paper and loans and
obligations receivable.
The above include any rights and Interests(including all liens and security interests)which I may have by law
or agreement against any account debtor or obligor of mine.
❑ General Intangibles:All general intangibles including,but not limited to,tax refunds,applications for patents.patents,copyrights,
trademarks,trade secrets,good will,trade names,customer lists,permits and franchises,and the right to use
my name.
:U SEE EXHIBIT 'A' ATTACHED HERETO AND MADE A PART HEREOF.
THE TERNS AND CONDITIONS OF THE VILLAGE OF OAK BROOK
ORDINANCE #5672 ARE INCORPORATED HEREIN BY REFERENCE.
THIS IS A QUALIFIED TAX EXEMPT OBLIGATION.
I
gg DlIPAGE
g this agreement covers owln eorto be cut.he grown,the legal d scrlption s: County
gas),fixtures or crops growing Crop Year --
_ I am o(n) C individual ❑ partnership X2 corporation
- �- The property will be used for personal 41 business
— ----- - -- ❑ agricultural ❑ —. reasons.
[f tf checked,file this agreement in the reel estate records.
Record Owner(if not mn): ---
(AGREE TO THE TERMS SET OUT ON THE FRONT AND BACK OF
THIS AGREEMENT. I have received a Copy of this document on today's
-- --- date.
VILLAGE OF OAK BROOK
--
De me
By: -- —
OAK BROOK BANK PRESIDENT —_.
Secured Party'v Name Title: —
BY: O��t�Kc�/\ Z:u
By,/. .
EXECUTIVE VICE PRESIDENT Tale: VILLArs• rr ERK
Title: .--.- -- -- -
C 1989 6?NKERS SYSTEMS,INC.,ST.CLOUD.MN 56301 SECURITY AGREEMENT FORM SA /11IV66
VILLAGE OF OAK BR00_. . :_ OAK BROOY. BA�'SK sk; a• I - I
,r ? _OAK BROOK DRI' �---- 201 SPRING ROAD Loa ab r �a 1989 !
0 IL 60 OAK BROOK, IL 60521 Da '° MAY 15 1990
` Maturity Date
L" " BORROWER'S NAME AND ADDRESS
LENDER'S NAME AND ADDRESS i Loan Amount S 522,000-'0
� t lnciudes each borrower above,jointly and severalty.. "You"means the tender,its successors and assigns. I Renewal Of
I promise to pay to you,or your order, at your address listed above the Dollars$ 52? 000.00
TWO :[HousAm An No/100^.1PAL sum of
U:Single Advance: I have received all of this principal contemplated under this note.
sum. No additional advances are
�.. ❑ Multiple Advance:The principal sum Shown above is the maximum amount of principal I Can borrow under this note.As of today I have received
the amount of$ and future principal advances are contemplated:
Conditions:The conditions for future advances are
❑ Open End Credit:You and I agree that I may borrow up to the maximum amount of principal more than one time.This feature is subject to ail other
conditions and expires no later than
[; Closed End Credit: You and I agree that 1 may borrow up to the maximum only one time(and subject to all other coBLDG s)
PURPOSE:The purpose of this loan is
INTEREST: I agree to pay interest (Calculated ort a AC AL/'.16---.0 basis) on the principal balance(s)owing from time to time as stated below.
P_:XFxed Rate: )agree to pay interest at the fixed,simple rate of_ 6.854 %per year.
❑ Variable Rate: I agree to pay interest at the initial simple rate of_
per year.This rate may change as stated below.
❑ index Rate:The future rate will be the following index rate:
No Index:The future rate will not be subject to-any internal or external index.It will be entirely in your control.
f7 Frequency and Timing:The rate on this note may increase as often as
An increase in the interest rate will take effect
Limitations:The rate on this note will not at anytime(and no matterwhat happens any index rate used)go above or below these limits:
❑ Maximum Rate:The rate will not go above
❑ Minimum Rate:The rate will not go below
`-� Post Maturity Rate: I agree to pay interest on the unpaid balance owing after maturity,and until paid in full,as stated below:
❑ on the same fixed or variable rate basis in effect before maturity(as indicated above).
nat a rate equal to 10.852
r2 ADDITIONAL CHARGES: in addition to interest,I ❑ have paid r_1 agree to pay the following additional charges
PAYMENTS: I agree to pay this note as follows:
Interest: t agree to pay accrued interest
❑ Principal: I agree to pay the principal
. . S(1!1-s1Q
Installments: l agree to pay this note in 7 __'paymients. The first payment will be in the amount of S �
A a mentofS 7- 500.00 —will be due on the_ 15TH iSTH
day o-.
and will be due���1-5 ,.1-fig• P Y
each MONTH thereafter.The final payment of the entire unpaid balance a
?KAY 15 1990
principal and interest will be due ,
Effect of Variable Rate: An increase in the interest rate will have the following effect on the payments:
E3 The amount of each scheduled payment will be increased. THE TERMS ARID CONDITIONS OF THE VILLAGE OF
❑ The amount of the final payment will be increased. HE EINOBY REFERNCE.#S672 IS IS A MIALOIFTEDO
Cl TAX EXEMPT OBLIGATION.
ITIOPIALTERMS: IN THE EVENT THE RATE CIL&RGED ON THIS NOTE IS NO LONGER TAX EXEMPT THEN THE
`-- RATE OF LNTEREST WILL BECOME THE OAK BROOK BANK INDEX RATE FLOATING.
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING
LF' COURSE THOSE ON THE OTHER SIDE),I have received a copy on today's date.
�SECUFuTY:This note is secures Dy: -� TNDRY GO I VY (' OF 0 OK
_MAINT. EPU�ND PP me 7300 SO,FIE._B1ITLER
4 TYP E `.'IAI ' . F CII,Tt'V AND THE ATTAC'DIRNTS
THERETO. OC'�T T
TH
GROums
OAK r �
BROOK— 06K AROOKi _
Village Clerk
❑ If checxad, no agreement was signed today securing this note.
(This section is for your internal use. It may not include every agree-
merit cr item of collateral securing tnis note.You will not lose any security OY
omitting it from this section.;
c 106:SANKERS SYSTEMS.INC.,ST CLOUD,Mtn 6001 FORM V.. 5.25;57
OAK BROOK BANK
X0 OM BROCK DRIVE 2021 SPRING ROAD
B IL 60521 aAK BROM, IL 60522
I " -
DEBTOR'S NAME,ADDRESS AND SOC.SEC.OR TAXPAYER I.D. NO. SECURED PARTY'S NAME AND ADDRESS
("1' means each Debtor who signs) ('You" means Secured Parry its successors and assigns)
I am entering into this security agreement with you on MAY 15 1989
Security Interest and Collateral.To secure(check one):
C1 the payment and performance of each and every debt,liability and obligation of every type and description,except in those cases listed
in the "SECURED OBLIGATIONS" paragraph on the reverse side,which
may now or at any time hereafter owe to you (whether such
debt, liability or obligation now exists or is hereafter created or incurred, and whether it is or may be direct or indirect,due or to become
due, absolute or contingent, primary or secondary, liquidated or unliquidated,or joint,several or joint and several);
)Q4 the debt, liability or obligation of VIUAGE CF (YiK BROOK to you evidenced by the following:
$522,000.00 NOTE OF EVEN DATE ,and any extensions,renewals, refinancing,
mocifications or replacements thereof;
I_give you a security interest in the property indicated below, whether I own it now or may own it in the future,together with all parts,
accessories, repairs, improvements and accessions to the property,wherever it is located,and all proceeds and products from the property.
❑ Inventory:All inventory which I hold for ultimate sale or lease,or which has been or will be supplied under contracts of service,
or which are raw materials,work in process,or materials used or consumed in my business.
Equipment: All equipment including, but not limited to,all machinery,vehicles,furniture,fixture-c.manufacturing equipment,
farm machinery and equipment, shop equipment, office and recordkeeping equipment, and parts and tool.
Any equipment described in a list or schedule which 1 give to you will also be included in the secured properly,
but such a list is not necessary for a valid security interest in my equipment.
❑ Farm Products: All farm products including, but not limited to:
(a) all poultry and livestock and their young,along with their products and produce:
(b) all crops, annual or perennial,and all products of the crops;and
(c) all feed, seed,fertilizer, medicines,and other supplies used or produced in my farming operations.
❑ Accounts, Instruments, Documents, Chattel Paper and Other Rights to Payment: All rights 1 have now or may have in the
future to the payment of money including, but not limited to:
(a) payment for goods sold or leased or for services rendered,whether or not I have earned such payment by
performance; and
(b) rights to payment arising out of all present and future debt instruments, chattel paper and loans and
obligations receivable.
The above include any rights and interests (including all liens and security interests)which I may have by law
or agreement against any account debtor or obligor of mine.
❑ General Intangibles:All general intangibles including,but not limited to,tax refunds,applications for patents,patents,copyrights,
trademarks,trade secrets, good will,trade names,customer lists,permits and franchises,and the right to use
my name.
SEE EXHIBIT 'A' AZTACHM F EP= PND MADE A PART HEREOF
I
EXHIBIT "A"
DESCRIPTION AMOUNT
Sports Core Maintenance Building (850 Oak Brook Road) $311 , 261
3ntingencies and Miscellaneous Fees $24, 805
Subtotal $336, 066
Subtotal from "Equipment Description Listing" $185 , 934
Total $522, 000
..t
i
i
I
Mljth
EQUIPMENT DESCRIPTION LISTING
Cost Total
...qty Vendor Description P.O. * Per Unit Cost
1 J.W. Turf, Inc. John Deere 209 21693 $1 , 350 $1 , 350
1 Christensen Equip. Brouwer Mower 21696 $5 , 989 $5 , 989
1 Christensen Equip. Foley Grinder 21697 $1, 849 $1 , 849
1 Christensen Equip. Foley Reel Grinder 21697 $2 , 049 $2, 049
1 Christensen Equip. Foley Backlapper 21697 $409 $409
1 Illinois Lawn Cushman Turf-Truck. 21699 $9,465 $9,465
1 Illinois Lawn Ryan Renovaire 21700 $3 , 727 $3, 727
1 Illinois Lawn Jacobsen 7-Gang Mow. 21701 $11 , 707 $11, 707
1 Illinois Lawn Turfco Topdresser 21702 $5 , 525 $5 , 525
1 Illinois Lawn Cushman Flatbed 21703 $10 , 188 $10, 188
1 Illinois Lawn Jacobsen Crew Chief 21704 $1 , 908 $1, 908
2 Illinois Lawn Jacobsen 20" Mowers 21705 $535 $1, 070
1 Illinois Lawn Jacobsen Aero Blade 21706 $3 , 532 $3, 532
1 Illinois Lawn Jacobsen Coremaster 21707 $8, 224 $8, 224
1 Illinois Lawn Smithco Diesel Rake 21708 $9, 990 $9, 990
2 Illinois Lawn Jacobsen Greensking 21709 $13,479 $26, 959
1 Illinois Lawn Jacobsen Tri-King 21710 $13, 251 $13, 251
2 Illinois Lawn Jac Fairway Mower 21711 $18, 995 $37 , 990
1 Christensen Equip. YM 336D Tractor 21694 $12, 388 $12, 388
Christensen Equip. YFL 1575 Loader 21694 $3 , 189 $3 , 189
1 Christensen Equip. YM 187D Tractor 21695 $8, 075 $8, 075
1 Chicago Turf Toro Groundmaster 21698 $7 , 100 --_--$7 , 100-
$185 , 934
- _ Closin�'`-`cem No. 11
TRANSCRIPT CERTIFICATE
I , Linda K. Gonnella, being first duly sworn, do hereby
depose and certify that I am the duly selected, qualified and
acting Clerk of the Village of Oak Brook, DuPage and Cook
Counties, Illinois (the "Village" ) , and that as such Clerk I have
in my possession or have access to the complete corporate records
of the Village and of its President and Board of Trustees and
other officials, and that I have carefully compared the
transcript hereto attached with such corporate records and that
such transcript hereto attached is a true and complete copy of
all the corporate records to date in relation to the
authorization, issuance and disposition of a $522,000 Note
pursuant to ORDINANCE NO. 5-672, An Ordinance authorizing the
issuance of a $522,000 Note of the Village of Oak Brook, DuPage
and Cook Counties, Illinois, adopted May 23, 1989 (as
supplemented, the "Ordinance" ) , and that the transcript hereto
attached contains a true and complete statement of all the
measures adopted and proceedings, acts and things had, done and
performed up to the present time, in relation to the
authorization, issuance and disposition of the bonds, and that
the Village' s corporate authorities consist of six trustees and
the President.
L WITNESS my hand and the seal of the Village of Oak
I
Brook, DuPage and Cook Counties, Illinois, hereto attached as
this 5th day of June, 1989, at Oak Brook, Illinois.
i
(SEAL) Clerk
� 1