S-1036 - 05/13/2003 - SPORTS CORE - Ordinances Supporting Documentsa
A\
VILLAGE OF OAK BROOK
C-1 o Village Board Transmittal Memorandum
COUNT` 1\
DATE: March 19, 2003
SUBJECT: Refinancing of Installment Contract for the Bath and Tennis Clubhouse
Prod ect
FROM: Darrell Langlois
RECOMMENDATION: That the Village Board' authonze staff to proceed with refinancing the
installment contract on the Bath and Tennis Clubhouse
FUNDING SOURCE: Sport Core Fund- Unbudgeted -Will result in lower interest costs in future
years.
When the installment contract of $1.8 million was issued in 2000 for the financing of the Bath and
Tennis Clubhouse expansion project, it was deemed advisable to negotiate the terms of this issue with
only two local banks due to various litigation issues involving the Sports Core property The
installment contact certificates totaling $1,170,000 due through 2007 at the rate of 4 96% were sold to
American National Bank and certificates totaling $630,000 due 2008 through 2010 at the rate of 5 15%
were sold to Oak Brook Bank
Since the installment contract financing was done as a negotiated issue, the Village was able to
incorporate terms so that remaining principal would be callable at Any time The Oak Brook Bank
portion was called using proceeds from the sale of the 31st Street nght -of -way Last fall the Village
Board considered several options that would enable the Village to take advantage of lower interest
rates The Board decided to leave the remaining amortization period the same (through 2007), and a
lower rate (2.5 %) was negotiated with American National Bank This was done as a simple rate
change agreement and we were able to avoid many of the costs associated with a new debt issue At
the present time the total amount of principal payable through 2007 is $875,000
Due to cash flow issues at the Sports Core, direction was informally given to investigate extending the
maturity schedule out to ten or fifteen years In order to possibly lower the cost of issuance, staff first
approached American National Bank to get its best rate As we worked with them, it became apparent
that changing the amortization period would likely require drafting of new ordinances and documents
This would require incumng the costs of bond counsel and nearly all of the costs associated with a new
issue In the opinion of the Village's financial adviser, R V Norene and Associates, the rate quoted by
American was not competitive enough to avoid a competitive process
s
0
f" Attached is a memorandum from R V Norene and Associates that addresses both a 10 year and 15
year refinancing plan The ten -year refinancing plan appears to go a long way towards meeting the
objectives previously indicated Debt Service payments for 2003 will be decreased from the budgeted
amount of $181,875 to approximately $90,000 (this includes interest from 12/1/02 to 5/15/03, which is
not reflected on the debt service schedule) Please note, however, that interest costs overall will
increase due to extending the maturity schedule for a longer period of time Based on today's market
rates, the average coupon rate will be increased from 2 5% to approximately 2 95% due to the longer
term
As previously mentioned, a competitive process is recommended for the issue Thus, the actual
interest costs and coupon rates are subject to normal market changes and will not be determined until
the bid process is completed. It is recommended that the total amount of principal to be issued is
$890,000 in order to include the estimated costs of issuance ($15,000 to cover the financial adviser,
bond counsel, and underwriters discount) It is also likely that the issue will not be callable for at least
five years in order to obtain the best interest rates
The proposed plan is somewhat different than normal in that we would continue to make principal
payments in December, not twelve months from the issuance date (expected to be May) This was
done intentionally since having principal payment due in May would cause a large annual outlay at a
point of the year when cash balances at the Sports Core are traditionally low Although the average
annual debt service in 2008 -2012 will increase approximately $20,000 from the previous four years,
continued improvements in operating results as well as completion of the debt service payments on the
irrigation system installment contract in 2009 should enable the Sports Core Fund to fund the increased
costs
Please let me know if you have any comment or questions
MAC, 20, 2'03 8: 18AM R, V, NORENE & ASSOC,
R.V. Norene & Associates
A Crowe Chizek Company
MEMORANDUM
To; Darrell Eanglois, Oak BroolC Director of Finance
i
From: Ron Norene, Financial Advisor �
Date: March 19, 2003
Subject: Oak Brook - Refunding of Sports Core Note
N0, 2896 P. 2
Enclosed are the 10 and 15 year maturity schedules for the Sports Core Refunding
Note. I have assumed the issue would be delivered on May 15, 003 at which time
the 2.50% Nate would be redeemed. The 10 year refunding 1lote par amount is
5890,000 which includes a $15,000 provision for cost of issuance (f that amount, the
{
55,310 provision for bond discount probably will not be necessary if we can sell the
note to a local bank). The 15 year refunding note par amount i� S895,000 vvith the
increase in the par amount attributable to a higher discount allov6nce (which might
or might not be necessary) because of the increase in the number of odd -lot
maturities (i.e., less than $100,000). Given the number of odd -lot maturities, 1 have
also assumed a 10 basis point increase in the interest rates. '
Total debt service on the 10 year issue from May 15, 2003 to-tho final payment on
the refunding note on December 1, 2012 is $1,035,554 which I results in a total
increase in debt service of $102,955 and the present value thereof at 2.95% is
559,915. Total debt service on the 15 year issue from May 15� 2013 to the final
payment on the refunding note on December 1, 2017 is S1,203,692 which results in a
total increase in debt service of $271,093 and the present value thereof at the 3.55%
rate on the refunding note is 5141,382.
Whereas the presently scheduled debt service from May 15, 2003 pn the outstanding
note increases from $171,846 in the current year to $194,750 in 2007, the enclosed
debt service schedule for the 10 - year issue is $77,354 in Ithe current year,
approximately $95,000 over the next four years after which it increases with a range
of $107,550 to 5129,250 in the last year. The 15 year refxnana 'ing plan has debt
service of 536,000 in the current year, approximately $52,000 for� the following four
years, $75,000 for the next five years and in the last six years range from 596,000 to
$118,500.
The refinancing plans provide immediate cash flow relief tol the Sports Core
operations with the trade off being the lengthening of the final maturity of the debt.
As the costs of issuance are included in the refunding issue aTount(s), the total
present value cost of the 10 year plan is approximately 860,000 and for the 15 year
plan approximately $141,000. Please let me know which plan to use.
i
MAR, 20. 2003 8:18AM R, V, NORENE & ASSOC, NO, 2896 P. 3 i
10 Year Refinancing Plan
i
Oak Brook — $6907000 G.O. Sports Core Refunding Note, Series 2003
y Interest start detat 05/15/03
First interest payrent; 12/01/03
Bid per 11000 994.00000000 ,
NIC 3.04251%
Avg coupon 2.93484*
Avg life 5.57253433
Bond yrs 41959.56 i
Interest start date; 05115103
First interest payzenti 12/01/03
DEBT SERVICE SCHEDULE
PERIOD
ANNUAL
I
ENDING
PRINCIPAL
RATE
INTEREST
TOTAL
1
12/01/03
651 000.00
1.200
12, 354. 81i
77, 35A. 81
2
12/01/04
75, 000.00
1.3513
21, 912.50
96, 912.50
3
12/01/05
75, 000. 00
1. 650
20, 900.0
95, 900.00
4
12/01/06
75,000-00
2.050
191 662.5
94, 662. 50
5
12/01/07
75, 000. 00
2.300
18, 125.0
931125.00
6
12/01/08
100, 000.00
2.700
16, 400. 00
116, 400. 00
7
12/01/09
1001000-00
3.000
13, 700.0
113, 700. 00
6
12/01110
100, 000.00
3.150
10, 700.0d
1101 700.00
9
12/01/11
100, 000.00
3.300
7o550.06
107, 550.00
10
12/01/12
125,000-010
2.400
47250-00.
129, 250.00
iiw'49M �' vq-.N= iadam.0 G3leJ.tsf�
TOTAL
B901000.010
145, 554.811
1, 035, 554.81
Savings Analysis
Ending
Date
Refunded
Ser 2003
Savings
1
12/ 01 / 03
1717849
777354
I
94094
2
12/01/04
1621875
96,912
85,1962
3
12/01/05
188,750
951900
92,1850
4
12/01/06
194,375
947662
991712
5
12/01/07
194,750
93,125
101,625
6
12/01/08
0
116, 400
— 116,1400
7
12/01/09
0
113, 700
— 113,1700
9
12/01/10
0
110,700
— 110,700
9
12/01/11
0
107V550
—107y550
10
12/01/12
0
1297250
— 12`91250
—
932,599
111335,j 554
—1027 1955
Present Value
Q 2.95 % ....................... 591915
R.V.
Norene & Associates
i
MAR, 20. 2003 8:19AM R, V, NORENE & ASSOC, N0, 2896 P. 4
15 Year Refinancing Plan
Oal Brook -
1895,000 G.C. Sports Core Refunding Note, 6eries
2003 it 1S Yr)
I
Interest start
dater 05/15J03
rirst interoat
payrentr 12/01/03
i
Bid per 11000
990.00000000
NIC
3,
64392x
Avg coupon
3.54319x
Avg life
9.73438857
i
Bond yrs
8,712.28
I
j
I
i
Intorast start
dates 03/15/03
First interest
paylontt 12101/03
i
DEBT SERVICE
SCHEDULE
I
PERIOD
ANNUAL
ENDING
PRINCIPAL
RATE
INTEREST
TOTAL
1 12/01/03
20, 000.00
1.300
16, 080.17
3�, 080.17
2 12/01/04
25, 000. 00
1.450
29, 275. 00
5�, 273.00
3 12/01/05
25, 000.00
1.750
28, 912.50
33, 912. 30
4 12J01/06
25, 000.00
2.150
28, 475.00
5�1 475.00
5 12/01 /07
25, 000.00
2.1-00
27, 937.50
52, 937.50
! 6 12/01/08
50, 000.00
2.800
27, 337.50
77„ 337.50
7 12/01/09
501000, 013
3. 100
251937.--'a
75, 937. 50
8 12/01/10
50, 000, 00
3,250
24, 387, 50
74, 387.50
9 12/01/11
50, 000.00
3.350
22, 762.50
7�, 762.50
10 12/01/12
75, 000. 00
3.450
21, 087.50
9E1087.30
1 l 32/01 / 13
100, 000.00
3.500
] B, 500. 00
11 B, 500, 00
12 12/01/14
100, 000, 00
3.60e
15, 000.00
L 15, 000, 00
13 12/01 /15
100, 000, 00
3,700
11, 400.00
11 !, 400, 00
14 12101116
100, 000.00
3.890
7,700.0e
1@, 700. 00
15 12/81 / 17
100, 000.00
3.900
3,900.00
103, 900. 00
TOTAL
�`• 99,000,00
•wR••w308 69267 ■•■ 1.203 692.67
i
Savings Analysis
I
I
I
Ending
�
Date
Refunded
Ser 2003
Sayings
i
1 12/0L/03
171,849
36,080
135,768
2 12/01/04
182,675
547275
128,600
3 12/01/05
188,750
53,912
134,837
4 12/01/06
194,375
537475
140,900
Z 12/01/07
194,750
52,937
141,812
6 12/01/08
0
77,337
- 77,337
I
7 12/01/09
0
75,937
- 751937
8 12J01/10
0
747367
- 741387
9 12/01/11
0
72,762
- 72,762
10 12/01/12
0
96,087
- 9b,087
j
ll 12/01/13
0
118,500
- 118,500
I
12 12/01/14
0
115,000
- 113,000
13 12/01/15
0
111,400
- 111,400
14 12/01/16
0
1071700
- 107,700
15 12101/]7
0
103,900
- - --
- 103,900
-- - - - - --
932,599
-
1, 203, 692
------ - - - - --
-271, 093
I
Prtsenc Value @
3.55 % .................... 141,382
I
I
R.V. Norene & Associates
Mn. -nL. i o �nnz
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VILLAGE OF OAK BROOK
O tq
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Village Board Transmittal Memorandum
�OUNT1
Date: May 7, 2003
To: Village of President and Board of Trustees
From: Darrell Langlois, Finance Director ''.
Recommendation: 1. That the Village President and Board of Trustees approve the attached
ordinance "Approving an Amended and Restated Installment Purchase
Agreement and Authorizing the Issuance of $890,000 General Fund
Refunding Certificates, Series 2003, of the Village of Oak Brook, Illinois ".
At the Village Board meeting of March 25, 2003, staff was directed by the Village Board to proceed
with the refinancing of the 2000 installment contract for the Bath and Tennis Clubhouse project The
primary purpose of this refinancing is to extend the remaining amortization period from 4.5 years
(2007) to 10 years (2012). This will result an annual debt service level that the Sports Core Fund is
more able to afford. I have attached a copy of my memorandum of March 19, 2003 to provide further
information on the proposed issue.
The attached documents have all been prepared by Katten, Muchin, & Zavis, the Village's bond
counsel. Since the sale of the proposed certificates is scheduled for the morning of May 13, 2003, the
documents remain in draft form as most of the financial information has been omitted'. Final
documents will be presented at the Village Board meeting. The following is a brief explanation of the
four documents related to this certificate issue:
1. The enabling ordinance provides for the issuance of the Refunding Certificates, Series 2003. You
will note that the Board's request to have the certificates callable has been included. In the third
year, the certificates are callable at 102% of par (similar to a prepayment penalty), in the fourth
year the certificates are callable at 101% of par, and the certificates at callable at 100% of par (no
penalty) anytime after December 1, 2007.
2. The initial certificate issue provided for the execution of an "installment purchase agreement" for
the project. Since the 2000 Certificates are being refunded, an amended and restated installment
purchase agreement is required. The new enabling ordinance authorizes the execution of this
document.
R.V Norene and Associates, the Village's financial adviser, has indicated that they expect an average coupon
rate of approximately 3% on the new issue based on today's market rates Thus, the financial results should be
close to those outlined in my March 19, 2003 memornadum
2003 instal Icon tractbtboard doc M
r{ 3 The assignment agreement assigns the right to receive installment payment to Bank One, the
paying agent for the issue. The bank will then make payments to the actual certificate holders
4 The opinion of bond counsel regarding the certificate issue. The key component of the opinion is
that the certificates are exempt from federal income taxes, which has the effect of significantly
lowering the Village's borrowing costs. You will also note that it is an unqualified opinion, which
the last issue did not receive due to litigation involving the Sports Core
Ron Norene of R.V Norene and Associates will be in attendance at the Village Board to answer any
question you may have regarding the issue
2003 instal I con tractbtboard doc
I
El-
7 B
* - 4
Motion by Trustee Caleel, seconded by Trustee Craig, to approve Phase
One and Phase Two as one phase, excluding the children's play area and
conditioned upon the Village Board having final approval of the design
drawings
ROLL CALL VOTE.
Ayes: 5 - Trustees Aktipis, Caleel, Craig, Miologos and Yusuf
Nays. 1 - Trustee Konn.
Absent: 0 - None. Motion carried
8 ACTIVE AGENDA (Items for Final Action)
A. CONFIRMATION OF APPOINTMENTS: None.
B ORDINANCES & RESOLUTIONS
CONFRM APPTS
ORDS /RES
1) 10RDINANCE 2003 SC -B &T- FOP -S -1036 , "AN ORDINANCE ORD 03- SC -B &T-
FOP -S -1036 ,
APPROVING AN AMENDED AND RESTATED INSTALLMENT INSTLMNT
PURCHASE AGREEMENT AND AUTHORIZING ISSUANCE OF PURCH AGR-
ISSUE GEN FND
$890,000 GENERAL P`UND REFUNDING CERTIFICATES, SERIES CERT- SERIES 2003
2003, OF THE VILLAGE OF OAK BROOK, ILLINOIS"
At the Village Board meeting of March 25, 2003, staff was directed by
the Village Board to proceed with the refinancing of the 2000
installment contract for the Bath and Tennis Clubhouse project. The
primary purpose of this refinancing is to extend the remaining
amortization period from 4.5 years (2007) to 10 years (2012). This will
result an annual debt service level that the Sports Core Fund is more
able to afford.
The documents have all been prepared by Katten, Muchin, & Zavis, the
Village's bond counsel The following is a brief explanation of the four
documents related to this certificate issue.
1 The enabling ordinance provides for the issuance of the Refunding
Certificates, Series 2003 In the third year, the certificates are
callable at 102% of par (similar to a prepayment penalty), in the
fourth year the certificates are callable at 101% of par, and the
certificates are callable at 100% of par (no penalty) anytime after
December 1, 2007
2. The initial certificate issue provided for the execution of an
"installment purchase agreement" for the project Since the 2000
Certificates are being refunded, an amended and restated
installment purchase agreement is required The new enabling
ordinance authorizes the execution of this document.
VILLAGE OF OAK BROOK Minutes Page 9 of 15
May 13, 2003
I
00
4` R
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B 1)
3 The assignment agreement assigns the right to receive installment
payment to Bank One, the paying agent for the issue The bank will
then make payments to the actual certificate holders
4 The opinion of bond counsel regarding the certificate issue. The key
component of the opinion is that the certificates are exempt from federal
income taxes, which has the effect of significantly lowering the
Village's borrowing costs
Ron Norene of R V Norene and Associates was in attendance at the
Village Board meeting to answer any questions.
Trustee Yusuf suggested paying off the debt and use the $8,000,000 in
reserve to pay off the debt Trustee Caleel explained that these funds
are a six -month reserve that the Village Board has requested for the
operating funds. Finance Director Langlois explained that this would
impact the General Fund and a concern of the ability of the Sports Core
to repay the debt at the level it is required now If there isn't enough
funds to repay the debt there is a concern that this will have a negative
cash flow for the Sports Core at the end of the year as those shortfalls
have had to be funded by the General Fund This would reduce the
likelihood that this would happen.
Motion by Trustee Aktipis, seconded by Trustee Caleel, to approve
Ordinance 2003 SC -B &T- FOP -S -1036 , "An Ordinance Approving an
Amended and Restated Installment Purchase Agreement and
Authorizing Issuance of $890,000 General Fund Refunding Certificates,
Series 2003, of the Village of Oak Brook, Illinois." ROLL CALL
VOTE:
Ayes: 5- Trustees Aktipis, Caleel, Craig, Korin and Miologos.
Nays 1- Trustee Yusuf
Absent 0 - None Motion carried
2) ORDINANCE 2003-PP-S-1037, "AN ORDINANCE AUTHORIZIN
THE SALE OF CERTAIN PERSONAL PROPERTY OWNED BY
THE VILLAGE OF OAK BROOK"
Chief Pisarek and Sergeant Weber advised Village Attorney Martens
that the court has awarded five (5) vehicles to the Village, which were
seized and forfeited because of their use in certain criminal activities
The Village has no use for these vehicles, therefore the Village Attorney
drafted an ordinance that declares these vehicles as surplus personal
property and authorizes their sale at auction
VILLAGE OF OAK BROOK Minutes Page 10 of 15
ORD 03 -PP -S -1037 ,
AUTH SLE OF PERS
PRPTY OWNED BY
vOB
May 13, 2003
a
1 k
ORDINANCE No. 2003 -SC-BST- For -s -1036
ORDINANCE APPROVING AN AMENDED AND RESTATED
INSTALLMENT PURCHASE AGREEMENT AND AUTHORIZING THE
ISSUANCE OF $890,000 GENERAL FUND REFUNDING CERTIFICATES,
SERIES 2003, OF THE VILLAGE OF OAK BROOK, ILLINOIS
BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF OAK BROOK, ILLINOIS, AS FOLLOWS
Section 1. Authority and Purpose. This ordinance is adopted pursuant to the
provisions of Section 11 -61 -3 of the Illinois Municipal Code, 65 Illinois Compiled Statutes 5
(the "Act ") and the Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350
(the "Local Government Debt Reform Act ") for the purpose of refunding $875,000
outstanding principal amount of the General Fund Certificates, Series 2000, of the Village,
maturing in the years 2003 to 2007, inclusive (the "Prior Certificates ") The proceeds from
the sale and delivery of the Prior Certificates were used for the purpose of financing the
construction of improvements to the Village's Bath and Tennis Clubhouse (the "Project ")
w I
Section 2. Refunding Plan. The Village determines to refund the Prior
Certificates. The Village elects to redeem the Prior Certificates on June 15, 2003 All of
the Prior Certificates shall be redeemed at a redemption price of par, and accrued interest
to the date fixed for redemption.
Section 3. Determination to Authorize and Provide for an Amended
Installment Purchase Contract. There is presently before the President and Board of
Trustees of the Village (A) a form of an amended and restated installment purchase
agreement between the Village and the Village Treasurer, as the nominee seller on behalf
of the various contractors who undertook the original design and construction of the Project
(as so amended and restated, the "Installment Purchase Agreement ") pursuant to which
the Village will refinance the costs of the Project and pay the costs of the certificates herein
authorized, and (B) a form of an assignment agreement (the "Assignment Agreement ")
x
between the Village Treasurer and Bank One, National Association, as assignee (the
"Assignee ") pursuant to which the Village Treasurer, as nominee seller, will assign his
rights to receive payments due under the Installment Purchase Agreement to the Assignee
for the benefit of the owners of the certificates authorized by this ordinance
It is hereby determined that it is necessary and in the best interests of the residents
of the Village for the Village to enter into the Installment Purchase Agreement, to provide
for the refunding of the Prior Certificates and the refinancing of the purchase by the Village
of the Project The Installment Purchase Agreement is hereby authorized, with a refunding
of the Prior Certificates and the refinancing of the Project including legal, financial and
other expenses of not to exceed $890,000 Payments by the Village under the Installment
Purchase Agreement shall be made pursuant to the terms of the Installment Purchase
Agreement and this ordinance.
-2-
It is hereby found and determined that the Installment Purchase Agreement is in the
best interests of the Village and that no person holding an office of the Village, either by
election or appointment, is in any manner interested, either directly or indirectly, in his own
name or the name of any other person, association, trust or corporation, in the transactions
contemplated by the Installment Purchase Agreement.
The Village Treasurer is hereby authorized to act as nominee seller under the
Installment Purchase Agreement and as assignor under the Assignment Agreement.
Section 4. Form of Documents. The form, terms and provisions of the Installment
Purchase Agreement and the Assignment Agreement are hereby in all respects approved,
and the Village President and the Village Clerk are hereby authorized, empowered and
directed to execute and deliver the Installment Purchase Agreement in the name and on
behalf of the Village and the Village Treasurer is authorized, empowered and directed to
execute and deliver the Assignment Agreement The Installment Purchase Agreement and
the Assignment Agreement, as executed and delivered, shall be in substantially the form
now before this meeting and hereby approved, or with such changes therein as shall be
approved by the'officers of the Village executing the same, the execution thereof to
constitute conclusive evidence of the approval of any and all changes or revisions therein
from the form of the Installment Purchase Agreement and the Assignment Agreement now
before this meeting, and from and after the execution and delivery of the Installment
Purchase Agreement and the Assignment Agreement the officers, agents and employees
of the Village are hereby authorized, empowered and directed to do all such acts and
things and to execute all such documents as may be necessary to carry out and comply
with the provisions of the Installment Purchase Agreement and the Assignment Agreement
as so executed.
-3-
1 4 e
Section 5. Authorization and Terms of Certificates. The sum of $890,000 is
appropriated to meet part of the cost of refunding the Prior Certificates and the costs of
issuance of the certificates herein authorized. For the purpose of financing said
appropriation, general fund certificates of the Village, evidencing the fractionalized interests
of the owners thereof in the right to receive amounts due under the Installment Purchase
Agreement, are authorized to be issued and sold pursuant to the Act and the Local
Government Debt Reform Act in an aggregate principal amount of $890,000, and shall be
designated "General Fund Refunding Certificates, Series 2003."
Certificates shall be issuable in the denominations of $5,000 or any integral multiple
thereof and may bear such identifying numbers or letters as shall be useful to facilitate the
registration, transfer and exchange of certificates. Unless otherwise determined in the
order to authenticate the certificates, each certificate delivered upon the original issuance
of the certificates shall be dated as of June 1, 2003. Each certificate thereafter issued
upon any transfer, exchange or replacement of certificates shall be dated so that no gain
or loss of interest shall result from such transfer, exchange or replacement
The certificates shall mature on December 1 in each year shown in the following
table in the respective principal amount set forth opposite each such year and the
certificates maturing in each such year shall bear interest at the respective rate per annum
set forth opposite such year
ME
Principal
Interest
Principal
Interest
Year
Amount
Rate
Year
Amount
Rate
2003
$65,000
150%
2008
$100,000
240%
2004
751000
1 55
2009
1001000
270
2005
75,000
1 60
2010
100,000
300
2006
75,000
160
2011
1001000
3.10
2007
75,000
2.00
2012
125,000
320
ME
Each certificate shall bear interest from its date, computed on the basis of a 360 day
year consisting of twelve 30 day months and payable in lawful money of the United States
of America on December 1, 2003 and semiannually thereafter on each December 1 and
June 1 at the rates per annum herein determined.
The principal of the certificates shall be payable in lawful money of the United States
of America upon presentation and surrender thereof at the principal corporate trust office
of Bank One, National Association, in the City of Chicago, Illinois, who is hereby appointed
as registrar and paying agent for the certificates Interest on the certificates shall be
payable on each interest payment date to the registered owners of record thereof
appearing on the registration books maintained by the Village for such purpose at the office
of the registrar, as of the close of business on the 15th day of the calendar month next
preceding the interest payment date. Interest on the certificates shall be paid by check or
draft mailed to such registered owners at their addresses appearing on the registration
books or by wire transfer pursuant to an agreement by and between the Village and the
registered owner
The certificates maturing on or after December 1, 2006 shall be subject to
redemption prior to maturity at the option of the Village and upon notice as herein provided,
in such principal amounts and from such maturities as the Village shall determine and by
lot within a single maturity, on December 1, 2005 and on any date thereafter, at a
redemption price equal to the principal amount thereof to be redeemed plus, if such
certificate is to be redeemed during any period (both dates inclusive) shown in the following
table, the applicable redemption premium, expressed as a percentage of such principal
amount, set forth opposite such period.
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Redemption Period
Redemption Premium
December 1, 2005 to November 30, 2006 2%
December 1, 2006 to November 30, 2007 1
In the event of the redemption of less than all the certificates of like maturity, the
aggregate principal amount thereof to be redeemed shall be $5,000 or an integral multiple
thereof and the registrar shall assign to each certificate a distinctive number for each
$5,000 principal amount of such certificate and shall select by lot from the numbers so
assigned as many numbers as, at $5,000 for each number, shall equal the principal
amount of such certificates to be redeemed The certificates to be redeemed shall be the
certificates to which were assigned numbers so selected; provided that only so much of the
principal amount of each certificate shall be redeemed as shall equal $5,000 for each
number assigned to it and so selected
Notice of the redemption of certificates shall be mailed not less than 30 days nor
more than 60 days prior to the date fixed for such redemption to the registered owners of
certificates to be redeemed at their last addresses appearing on said registration books.
The certificates or portions thereof specified in said notice shall become due and payable
at the applicable redemption price on the redemption date therein designated, and if, on
the redemption date, moneys for payment of the redemption price of all the certificates or
portions thereof to be redeemed, together with interest to the redemption date, shall be
available for such payment on said date, and if notice of redemption shall have been
mailed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt
thereof by any registered owner) then from and after the redemption date interest on such
certificates or portions thereof shall cease to accrue and become payable If there shall
be drawn for redemption less than all of a certificate, the Village shall execute and the
n
i ! s i
registrar shall authenticate and deliver, upon the surrender of such certificate, without
charge to the owner thereof, in exchange for the unredeemed balance of the certificate so
surrendered, certificates of like maturity and of the denomination of $5,000 or any integral
multiple thereof.
The registrar shall not be required to transfer or exchange any certificate after notice
of the redemption of all or a portion thereof has been mailed The registrar shall not be
required to transfer or exchange any certificate during a period of 15 days next preceding
the mailing of a notice of redemption that could designate for redemption all or a portion
of such certificate.
Section 6. Sale and Delivery. The certificates are sold to Bernardi Securities, Inc ,
as purchaser, at a price of $884,663 30 and accrued interest from their date to the date of
delivery and payment therefor The Official Statement prepared with respect to the
certificates is approved and "deemed final" as of its date for purposes of Securities and
Exchange Commission Rule 15 (c)2 -12 promulgated under the Securities Exchange Act of
1934
The Village President, Village Clerk and other officials of the Village are authorized
and directed to do and perform, or cause to be done or performed for or on behalf of the
Village each and every thing necessary for the issuance of the certificates, including the
proper execution and delivery of the certificates, the Installment Purchase Agreement and
the Assignment Agreement.
Section 7. Execution and Authentication. Each certificate shall be executed in
the name of the Village by the manual or authorized facsimile signature of its Village
President and the corporate seal of the Village, or a facsimile thereof, shall be thereunto
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i 1 4
affixed or otherwise reproduced thereon and attested by the manual or authorized facsimile
signature of its Village Clerk.
In case any officer whose signature, or a facsimile of whose signature, shall appear
on any certificate shall cease to hold such office before the issuance of the certificates,
such certificate shall nevertheless be valid and sufficient for all purposes, the same as if
the person whose signature, or a facsimile thereof, appears on such certificate had not
ceased to hold such office. Any certificate may be signed, sealed or attested on behalf of
the Village by any person who, on the date of such act, shall hold the proper office,
notwithstanding that at the date of such certificate such person may not have held such
office No recourse shall be had for the payment of any certificates against any officer who
executes the certificates.
Each certificate shall bear thereon a certificate of authentication executed manually
by the registrar No certificate shall be entitled to any right or benefit under this ordinance
or shall be valid or obligatory for any purpose until such certificate of authentication shall
have been duly executed by the registrar
Section 8. Transfer, Exchange and Registry. The certificates shall be negotiable,
subject to the provisions for registration of transfer contained herein Each certificate shall
be transferable only upon the registration books maintained by the Village for that purpose
at the office of the registrar, by the registered owner thereof in person or by his attorney
duly authorized in writing, upon surrender thereof together with a written instrument of
transfer satisfactory to the registrar and duly executed by the registered owner or his duly
authorized attorney Upon the surrender for transfer of any such certificate, the Village
shall execute and the registrar shall authenticate and deliver a new certificate or certificates
registered in the name of the transferee, of the same aggregate principal amount, maturity
In
and interest rate as the surrendered certificate. Certificates, upon surrender thereof at the
office of the registrar, with a written instrument satisfactory to the registrar, duly executed
by the registered owner or his attorney duly authorized in writing, may be exchanged for
an equal aggregate principal amount of certificates of the same maturity and interest rate
and of the denominations of $5,000 or any integral multiple thereof.
For every such exchange or registration of transfer of certificates, the Village or the
registrar may make a charge sufficient for the reimbursement of any tax, fee or other
governmental charge required to be paid with respect to such exchange or transfer, which
sum or sums shall be paid by the person requesting such exchange or transfer as a
condition precedent to the exercise of the privilege of making such exchange or transfer
No other charge shall be made for the privilege of making such transfer or exchange The
provisions of the Illinois Bond Replacement Act shall govern the replacement of lost,
destroyed or defaced certificates.
The Village and the registrar may deem and treat the person in whose name any
certificate shall be registered upon the registration books as the absolute owner of such
certificate, whether such certificate shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of or interest thereon and for all other purposes
whatsoever, and all such payments so made to any such registered owner or upon his
order shall be valid and effectual to satisfy and discharge the liability upon such certificate
to the extent of the sum or sums so paid, and neither the Village nor the registrar shall be
affected by any notice to the contrary
Section 9. Nature of Obligations. For the purpose of providing funds necessary
to pay amounts required under the Installment Purchase Agreement, the Village agrees
and covenants to make provision therefor in each annual budget to be adopted by the
BE
f
President and Board of Trustees of the Village Pursuant to Section 13 of the Local
Government Debt Reform Act, the Village hereby pledges the sales tax and use tax
receipts derived by the Village from taxes imposed under the Use Tax Act, 35 Illinois
Compiled Statutes 105, the Service Use Tax Act, 35 Illinois Compiled Statutes 110, the
Service Occupation Tax Act, 35 Illinois Compiled Statutes 115, and the Retailer's
Occupation Tax Act, 35 Illinois Compiled Statutes 120, as further security for the payment
of amounts due under the Installment Purchase Agreement The pledge of sales tax and
use tax receipts is on a parity with the prior pledge of such receipts as security for the
payment of the General Fund Certificates, Series 1999, of the Village, and the General
Fund Certificates, Series 2001, of the Village The Village may issue additional debt
secured by a parity pledge of such receipts
The obligation of the Village to make the payments required under the Installment
Purchase Agreement constitutes a contractual obligation of the Village, subject to annual
appropriation and payable without priority from the general fund of the Village There is
no statutory authority for the levy of a separate tax in addition to other Village taxes or the
levy of a special tax unlimited as to rate or amount to pay amounts due under the
Installment Purchase Agreement. No person shall have the right to mandamus any tax in
connection with payments to be made under the Installment Purchase Agreement
Section 10. Form of Certificates. The certificates shall be issued as fully
registered certificates and shall be in substantially the following form, the blanks to be
appropriately completed when the certificates are printed
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No.
United States of America
State of Illinois
Counties of DuPage and Cook
VILLAGE OF OAK BROOK
GENERAL FUND REFUNDING CERTIFICATE,
SERIES 2003
zl
INTEREST RATE MATURITY DATE DATED DATE
% December 1, 20
REGISTERED OWNER
PRINCIPAL AMOUNT.
June 1, 2003
Dollars ($
The VILLAGE OF OAK BROOK, a municipal corporation of the State of Illinois
situate in the Counties of DuPage and Cook, acknowledges itself indebted and for value
received hereby promises to pay to the registered owner of this certificate, or registered
assigns, the principal amount specified above on the maturity date specified above, and
to pay interest on such principal amount from the date hereof at the interest rate per
annum specified above, computed on the basis of a 360 day year consisting of twelve 30
day months and payable in lawful money of the United States of America on December 1,
2003 and semiannually thereafter on December 1 and June 1 in each year until the
principal amount shall have been paid, to the registered owner of record hereof as of the
15' day of the calendar month next preceding such interest payment date, by wire transfer
pursuant to an agreement by and between the Village and the registered owner, or
otherwise by check or draft mailed to the registered owner at the address of such owner
appearing on the registration books maintained by the Village for such purpose at the
principal corporate trust office of Bank One, National Association, in the City of Chicago,
Illinois, as registrar or his successor (the "Registrar ") This certificate, as to principal when
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due, will be payable in lawful money of the United States of America upon presentation and
surrender of this certificate at the office of the Registrar.
This certificate is one of a series of certificates issued in the aggregate principal
amount of $890,000, which are authorized and issued under and pursuant to the provisions
of Section 11 -61 -3 of the Illinois Municipal Code, 65 Illinois Compiled Statutes 5, and the
Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350, and under and in
accordance with an ordinance adopted by the President and Board of Trustees of the
Village on May 13, 2003 and entitled "Ordinance Approving an Amended and Restated
Installment Purchase Agreement and Authorizing the Issuance of $890,000 General Fund
Refunding Certificates, Series 2003, of the Village of Oak Brook, Illinois" (the "Ordinance ")
The Village Treasurer, as the nominee seller for the various contractors who
previously designed and constructed various improvements and the Village have entered
into that certain Amended and Restated Installment Purchase Agreement dated as of
June 1, 2003 (the "Installment Purchase Agreement "), pursuant to which the Village will
purchase certain previously constructed improvements to the Village's Bath and Tennis
Clubhouse At the direction and with the consent of the Village, the Village Treasurer, as
nominee seller under the Installment Purchase Agreement, has assigned his rights to
receive amounts due under the Installment Purchase Agreement to Bank One, National
Association, as assignee for the benefit of the cetificateholders This certificate evidences
the fractionalized interest in the right of the owner hereof to receive payment of amounts
due under the Installment Purchase Agreement
FOR THE PURPOSE OF PROVIDING FUNDS NECESSARY TO PAY AMOUNTS
DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT, THE VILLAGE HAS
AGREED AND COVENANTED TO MAKE PROVISION THEREFOR IN EACH ANNUAL
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BUDGET TO BE ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE. PURSUANT TO SECTION 13 OF THE LOCAL GOVERNMENT DEBT
REFORM ACT AND TO THE EXTENT PROVIDED IN THE ORDINANCE, THE VILLAGE
HAS ALSO PLEDGED THE SALES TAX AND USE TAX RECEIPTS DERIVED BY THE
VILLAGE FROM TAXES IMPOSED UNDER THE USE TAX ACT, 35 ILLINOIS
COMPILED STATUTES 105; THE SERVICE USE TAX ACT, 35 ILLINOIS COMPILED
STATUTES 110; THE SERVICE OCCUPATION TAX ACT, 35 ILLINOIS COMPILED
STATUTES 115; AND THE RETAILER'S OCCUPATION TAX ACT, 35 ILLINOIS
COMPILED STATUTES 120. THE OBLIGATION OF THE VILLAGE TO MAKE
PAYMENT OF AMOUNTS DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT
CONSTITUTES A CONTRACTUAL OBLIGATION OF THE VILLAGE, SUBJECT TO
ANNUAL APPROPRIATION AND PAYABLE WITHOUT PRIORITY FROM THE
GENERAL FUND OF THE VILLAGE. THERE IS NO STATUTORY AUTHORITY FOR
THE LEVY OF A SEPARATE TAX IN ADDITION TO OTHER VILLAGE TAXES OR THE
LEVY OF A SPECIAL TAX UNLIMITED AS TO RATE OR AMOUNT TO PAY AMOUNTS
DUE UNDER THE INSTALLMENT PURCHASE AGREEMENT. NO PERSON SHALL
HAVE THE RIGHT TO MANDAMUS ANY TAX IN CONNECTION WITH PAYMENTS TO
BE MADE UNDER THE INSTALLMENT PURCHASE AGREEMENT.
The certificates maturing on or after December 1, 2006 shall be subject to
redemption prior to maturity at the option of the Village and upon notice as herein provided,
in such principal amounts and from such maturities as the Village shall determine and by
lot within a single maturity, on December 1, 2005 and on any date thereafter, at a
redemption price equal to the principal amount thereof to be redeemed plus, if such
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certificate is to be redeemed during any period (both dates inclusive) shown in the following
table, the applicable redemption premium, expressed as a percentage of such principal
amount, set forth opposite such period
Redemption Period
Redemption Premium
December 1, 2005 to November 30, 2006 2%
December 1, 2006 to November 30, 2007 1
Notice of the redemption of certificates will be mailed not less than 30 days nor
more than 60 days prior to the date fixed for such redemption to the registered owners of
certificates to be redeemed at their last addresses appearing on such registration books
The certificates or portions thereof specified in said notice shall become due and payable
at the applicable redemption price on the redemption date therein designated, and if, on
the redemption date, moneys for payment of the redemption price of all the certificates or
portions thereof to be redeemed, together with interest to the redemption date, shall be
available for such payment on said date, and if notice of redemption shall have been
mailed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt
thereof by any registered owner) then from and after the redemption date interest on such
certificates or portions thereof shall cease to accrue and become payable
This certificate is transferable only upon such registration books by the registered
owner hereof in person, or by his attorney duly authorized in writing, upon surrender hereof
at the office of the Registrar together with a written instrument of transfer satisfactory to the
Registrar duly executed by the registered owner or by his duly authorized attorney, and
thereupon a new registered certificate or certificates, in the authorized denominations of
$5,000 or any integral multiple thereof and of the same aggregate principal amount,
maturity and interest rate as this certificate shall be issued to the transferee in exchange
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therefor In like manner, this certificate maybe exchanged for an equal aggregate principal
amount of certificates of the same maturity and interest rate and of any of such authorized
denominations The Village or the Registrar may make a charge sufficient for the
reimbursement of any tax, fee or other governmental charge required to be paid with
respect to the transfer or exchange of this certificate. No other charge shall be made for
the privilege of making such transfer or exchange The Village and the Registrar may treat
and consider the person in whose name this certificate is registered as the absolute owner
hereof for the purpose of receiving payment of, or on account of, the principal and interest
due hereon and for all other purposes whatsoever
This certificate shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been duly executed by the Registrar
It is hereby certified, recited and declared that this certificate is issued in part
pursuant to the Local Government Debt Reform Act, that all acts, conditions and things
required to be done, exist and be performed precedent to and in the issuance of this
certificate in order to make it a legal, valid and binding obligation of the Village have been
done, exist and have been performed in regular and due time, form and manner as
required by law, and that the series of certificates of which this certificate is one, together
with all other indebtedness of the Village, is within every debt or other limit prescribed by
law
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IN WITNESS WHEREOF, the Village of Oak Brook has caused this certificate to be
executed in its name and on its behalf by the manual or facsimile signature of its Village
President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise
reproduced hereon and attested by the manual or facsimile signature of its Village Clerk
Dated June 1, 2003
VILLAGE OF OAK BROOK
Attest
CERTIFICATE OF AUTHENTICATION Village Clerk`K
This certificate is one of the General Fund
Refunding Certificates, Series 2003,
described in the within mentioned
Ordinance
By
Village Tr asurer, as Registrar
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