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O-862-94 11/22/94ORDINANCE NO. 862 AN ORDINANCE authorizing and directing the execution of an Escrow Agreement in connection with the issue of $790,000 General Obligation Refunding Bonds (Alternate Revenue Source), Series 1994, of the Village of Lemont, Cook, DuPage and Will Counties, Illinois. WHEREAS, the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Village "), has provided by Ordinance No. 861 adopted by the President and Board of Trustees of the Village (the "Board ") on the 2nd day of November, 1994, for the issuance of $790,000 General Obligation Refunding Bonds (Alternate Revenue Source), Series 1994, dated November 1, 1994 (the "Bonds "); and WHEREAS, proceeds of the Bonds will be used to refund in advance of maturity the outstanding installments of principal and interest due on and after December 1, 1994, on the Installment Contract, dated January 16, 1991 (the "Installment Contract"), described more particularly in the form of Agreement set forth herein (the "Refunding "); and WHEREAS, in order to properly provide for the Refunding, it will be necessary to place the proceeds of the Bonds, together with certain funds of the Village on hand and legally available for such purpose, in trust with an escrow agent to be invested by such escrow agent, on behalf of the Village, in direct obligations of or obligations guaranteed by the full faith and credit of the United States of America, the principal and interest of which will be sufficient, when added to such beginning demand deposit with the escrow agent as may be necessary, to pay all interest and principal due on the Installment Contract on and after December 1, 1994, whether at maturity or upon redemption; and WHEREAS, in accordance with the terms of the Installment Contract and with the provisions of the escrow agreement, the Installment Contract installments becoming due on and after December 1, 1996, are to be called for redemption in advance of maturity, and it is necessary to make such call and provide for the giving of proper notice to the registered owner of the Installment Contract; and WHEREAS, it is necessary that the Board authorize the form of agreement with an escrow agent and direct the execution of such escrow agreement by officers of the Village: NOW, THEREFORE, Be It Ordained by the President and Board of Trustees of the Village of Lemont, Cook, DuPage and Will Counties, Illinois, as follows: Section 1. Definitions. The words and terms used in this ordinance shall have the definitions set forth for them in the form of escrow agreement provided herein, unless the context or use of same shall clearly indicate that another meaning is intended. Section 2. The Funding of the Escrow. As provided in the Bond Ordinance, so much of the proceeds of the Bonds as therein appropriated, together with such further amounts as may be necessary from the general funds of the Village, shall be used to acquire the Government Securities and so provide for the payment of all principal and interest becoming due on the Installment Contract on and after December 1, 1994, whether at maturity or upon redemption. Such proceeds will be deposited in trust in the Escrow Account with the Escrow Agent, as provided in this ordinance. The amount of the proceeds of the Bonds (within the amount appropriated in the Bond Ordinance) and the amount of funds of the Village on hand and legally available which are necessary to be deposited in the Escrow Account shall be conclusively established under the terms of the Agreement, which will be executed by designated officers of the Village, and such officers are hereby authorized to make such determination. Section 3. Call of the Installment Contract. In accordance with the terms of the Installment Contract, the Village by the Board does hereby make provision for the payment of and does hereby call (subject only to the delivery of the Bonds) the Installment Contract -2- installments becoming due on and after December 1, 1996 for redemption and payment prior to maturity on December 1, 1995, all as provided by the terms of the Agreement. Section 4. Form and Authorization of Agreement. The Agreement and all the terms thereof, in the form provided hereby, is hereby approved, and the President and Village Clerk are hereby authorized and directed to execute the Agreement in the name of the Village. The Agreement shall be in substantially the following form: ESCROW AGREEMENT This Escrow Agreement, dated as of November 1, 1994, but actually executed on the date witnessed hereinbelow, by and between the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Village"), and Amalgamated Bank of Chicago, a banking corporation organized and existing under the laws of the State of Illinois, located in Chicago, Illinois (the "Escrow Agent"), in consideration of the mutual promises and agreements herein set forth: WITN ES S ETH: ARTICLE 1. DEFINITIONS The following words and terms used in this Agreement shall have the following meanings unless the context or use clearly indicates another or different meaning: 1.01. "Agreement" means this Agreement between the Village and the Escrow Agent. 1.02. "Board" means the President and Board of Trustees of the Village. 1.03. "Bonds" means the $790,000 General Obligation Refunding Bonds (Alternate Revenue Source), Series 1994, dated November 1, 1994, authorized to be issued by the Bond Ordinance. 1.04. "Bond Ordinance" means Ordinance No. 861 adopted on the 2nd day of November, 1994, by the Board entitled: AN ORDINANCE providing for the issue of $790,000 General Obligation Refunding Bonds (Alternate Revenue Source), Series 1994, of the Village of Lemont, Cook, DuPage and Will Counties, Illinois. 1.05. "Code" means Section 148 of the Internal Revenue Code of 1986, and all lawful regulations promulgated thereunder. 1.06. "Village" means the Village of Lemont, Cook, DuPage and Will Counties, Illinois. 1.07. "Escrow Account" means the trust account established under the Agreement by the deposit of the Government Securities. 1.08. "Escrow Agent" means Amalgamated Bank of Chicago, a banking corporation organized and existing under the laws of the State of Illinois, located in Chicago, Illinois, not individually but in the capacity for the uses and purposes hereinafter mentioned, or any successor thereto. 1.09. "Government Securities" means the direct obligations of or obligations guaranteed by the full faith and credit of the United States of America as to principal and interest purchased with Bond proceeds and funds of the Village on hand and legally available for such purpose, and deposited hereunder, as more particularly described in Exhibit A to this Agreement. 1.10. "Installment Contract" means the outstanding installments due on the Installment Contract, dated January 16, 1991, by and between the Village and Policchio Brothers Co., Mokena, Illinois, being the installments due from an issue of the original principal amount of $961,000, becoming due on December 1 of the years and in the amounts and bearing interest at the rates per annum as follows: YEAR OF PRINCIPAL RATE OF MATURITY AMOUNT INTEREST 1994 $ 85,000 6.80% 1995 90,000 6.80% 1996 95,000 6.80% 1997 105,000 6.80% 1998 110,000 6.80% 1999 120,000 6.80% 2000 125,000 6.80% 1.11. "Assignee" means the Heritage Bank of Lemont (now known as NBD Bank), Lemont, Illinois, the assignee of the Installment Contract. 1.12. "Treasurer" means the Treasurer of the Village. EA -2 ARTICLE II. CREATION OF ESCROW 2.01. The Village by the Bond Ordinance has authorized the issue and delivery of the Bonds, proceeds of which, together with certain funds of the Village on hand and legally available for such purpose, are to be used to refund the Installment Contract by the deposit with the Escrow Agent of money sufficient to provide a beginning deposit on demand and to purchase on behalf of the Village the Government Securities. Such deposit and securities will provide all moneys necessary to pay the principal of and interest due on the Installment Contract on and after December 1, 1994, whether at maturity or upon redemption. 2.02. The Village deposits $761,665.04 from the proceeds of the Bonds and $ -0- from funds of the Village on hand and legally available for the purpose of (a) purchasing the Government Securities, and (b) funding the beginning cash escrow deposit on demand in the amount of $275.95. The beginning deposit and the Government Securities are held in an irrevocable trust fund account for the Village to the benefit of the owners of the Installment Contract to pay the principal of and interest on the Installment Contract as the same come due on and after December 1, 1994b, whether at maturity or upon redemption. ARTICLE III. COVENANTS OF ESCROW AGENT The Escrow Agent covenants and agrees with the Village as follows: 3.01. The Escrow Agent will hold the Government Securities and all interest income or profit derived therefrom and all uninvested cash in an irrevocable segregated and separate trust fund account for the sole and exclusive benefit of the owner of the Installment Contract until final payment thereof. 3.02. The Escrow Agent will promptly reinvest the proceeds of the Government Securities from time to time, to the extent said balances exceed $100, but only in zero -yield obligations issued directly by the Bureau of Public Debt of the United States Treasury EA -3 (currently designated "U. S. Treasury Securities - State and Local Government Series - Certificates of Indebtedness, Notes, or Bonds). Investments so made shall be scheduled to mature on the next succeeding interest payment date on the Installment Contract on which such money will be required to pay principal or interest on the Installment Contract. Such investments shall be made only to the extent permitted by, and shall be made in accordance with, the applicable statutes, rules and regulations governing such investments issued by the Bureau of Public Debt. The Escrow Agent shall hold balances not so invested in the Escrow Account on demand and in trust for the purposes hereof and shall secure same in accordance with applicable Illinois law for the securing of public funds. 3.03. The Escrow Agent will take no action in the investment or securing of the proceeds of the Government Securities which would cause the Bonds to be classified as "arbitrage bonds" under the Code, provided, it shall be under no duty to affirmatively inquire whether the Government Securities as deposited are properly invested under said section; and, provided, further, it may rely on all specific directions in this Agreement in the investment or reinvestment of balances held hereunder. 3.04. The Escrow Agent will promptly collect the principal, interest or profit from the Government Securities and promptly apply the same as necessary to the payment of principal and interest on the Installment Contract at and prior to the maturity and redemption dates therefor. 3.05. The Escrow Agent will remit to the Assignee, in good funds before each payment date on the Installment Contract, moneys sufficient to pay the principal thereof and interest thereon at and prior to the redemption date therefor as will meet the requirements for the retirement of the Installment Contract, and such remittances shall fully release and discharge the Escrow Agent from any further duty or obligation thereto under this Agreement. 3.06. The Escrow Agent will make no payment of fees, due or to become due, of the Escrow Agent or the bond registrar and paying agent on the Bonds, and the Village either paid such fees in advance as set forth in Section 3.07 hereof or covenants to pay the same as they become due. 3.07. The charges, fees and expenses of the Escrow Agent (other than any charges, fees and expenses incurred pursuant to Section 3.08 hereof) in the amount of $ have been paid in advance, and all charges, fees or expenses of the Escrow Agent in carrying out any of the duties, terms or provisions of this Agreement shall be paid solely therefrom. The Escrow Agent is also providing bond registrar and paying agent services for the Bonds, and the charges, fees and expenses of the Escrow agent for such bond registrar and paying agent services in the amount of $ have been paid in advance, and all charges, fees or expenses of the Escrow Agent for such services shall be paid solely therefrom. 3.08. The Village has called the Installment Contract installments becoming due on and after December 1, 1996, for redemption and payment prior to maturity on December 1, 1995. The Village will give a timely notice of the call of the Installment Contract. If the Village does not give such notice, the Escrow Agent shall give such notice on behalf of the Village. The Village shall reimburse the Escrow Agent for its actual out of pocket expenses incurred in the giving of any such notice, but the failure of the Village to make such payment shall not in any respect whatsoever relieve the Escrow Agent from carrying out any of the duties, terms or provisions of this Agreement. The time, manner and form of giving notice of the call for redemption of the portion of the Installment Contract being redeemed shall be as set forth in the Installment Contract. EA -5 3.09. The Escrow Agent has all the powers and duties herein set forth with no liability in connection with any act or omission to act hereunder, except for its own negligence or willful breach of trust, and shall be under no obligation to institute any suit or action or other proceeding under this Agreement or to enter any appearance in any suit, action or proceeding in which it may be defendant or to take any steps in the enforcement of its, or any, rights and powers hereunder, nor shall be deemed to have failed to take any such action, unless and until it shall have been indemnified by the Village to its satisfaction against any and all costs and expenses, outlays, counsel fees and other disbursements, including its own reasonable fees, and if any judgment, decree or recovery be obtained by the Escrow Agent, payment of all sums due it, as aforesaid, shall be a first charge against the amount of any such judgment, decree or recovery. 3.10. The Escrow Agent may in good faith buy, sell or hold and deal in any of the Bonds or the Installment Contract. 3.11. The Escrow Agent will submit to the Treasurer a statement within ten (10) days after December 2 and June 2 of each calendar year, commencing June 2, 1995, itemizing all moneys received by it and all payments made by it under the provisions of this Agreement during the preceding six (6) month period (or such shorter or longer period from the date of execution and delivery hereof), and also listing the Government Securities on deposit therewith on the date of said report, including all moneys held by it received as interest on or profit from the collection of the Government Securities. 3.12. If at any time it shall appear to the Escrow Agent that the available proceeds of the Government Securities and deposits on demand in the Escrow Account will not be sufficient to make any payment due to the holders of the Installment Contract, the Escrow Agent shall notify the Treasurer and the Board, not less than five (5) days prior to such date EA -6 and the Village agrees that it will from any funds legally available for such purpose make up the anticipated deficit so that no default in the making of any such payment will occur. ARTICLE IV. COVENANTS OF VILLAGE The Village covenants and agrees with the Escrow Agent as follows: 4.01. The Escrow Agent shall have no responsibility or liability whatsoever for (a) any of the recitals of the Village herein; (b) the performance of or compliance with any covenant, condition, term or provision of the Bond Ordinance; and (c) any undertaking or statement of the Village hereunder or under the Bond Ordinance. 4.02. All payments to be made by, and all acts and duties required to be done by, the Escrow Agent under the terms and provisions of this Agreement, shall be made and done by the Escrow Agent without any further direction or authority of the Village or the Treasurer. 4.03. The Village will take no action regarding the proceeds of the Bonds which would cause the Bonds to be classified as "arbitrage bonds" under the Code, and the Village will take any and all further action necessary to ensure that adequate provision is made for the payment of the Installment Contract and that neither the Installment Contract nor the Bonds are classified as "arbitrage bonds" under the Code. ARTICLE V. AMENDMENTS AND IRREVOCABILITY OF AGREEMENT 5.01. All of the rights, powers, duties and obligations of the Escrow Agent hereunder shall be irrevocable and shall not be subject to amendment by the Escrow Agent and shall be binding on any successor to the Escrow Agent during the term of this Agreement. 5.02. All of the rights, powers, duties and obligations of the Village hereunder shall be irrevocable and shall not be subject to amendment by the Village and shall be binding on any successor to the officials now comprising the Board during the term of this Agreement. EA -7 5.03. All of the rights, powers, duties and obligations of the Treasurer hereunder shall be irrevocable and shall not be subject to amendment by the Treasurer and shall be binding on any successor to said official now in office during the term of this Agreement. ARTICLE VI. NOTICES TO THE VILLAGE, THE TREASURER AND THE ESCROW AGENT 6.01. All notices and communications to the Village and the Board shall be addressed in writing to: President and Board of Trustees, Village of Lemont, 418 Main Street, Lemont, Illinois 60439. 6.02. All notices and communications to the Treasurer shall be addressed in writing to: Treasurer, Village of Lemont, 418 Main Street, Lemont, Illinois 60439. 6.03. All notices and communications to the Escrow Agent shall be addressed in writing to: Corporate Trust Department, Amalgamated Bank of Chicago, One West Monroe Street, Chicago, Illinois 60603. ARTICLE VII. TERMINATION OF AGREEMENT 7.01. That, upon final disbursement of funds sufficient to pay principal of and interest on the Installment Contract as hereinabove provided for, the Escrow Agent will transfer any balance remaining in the Escrow Account to the Treasurer with due notice thereof mailed to the Board, and thereupon this Agreement shall terminate. IN WITNESS WHEREOF, the Village of Lemont, Cook, DuPage and Will Counties, Illinois, has caused this Agreement to be signed in its name by the President and to be attested by the Village Clerk under its seal hereunto affixed; and Amalgamated Bank of Chicago, Chicago, Illinois, not individually, but in the capacity as hereinabove described, has caused this Agreement to be signed in its corporate name by one of its officers and attested by one of its officers under its corporate seal hereunto affixed, all as of the 9th day of November, 1994. VILLAG ONT, C • • K, DUPAGE AND W L CO; S, ILLS OIS By ATTEST: Village Clerk [SEAL] esident AMALGAMATED BANK OF ( Chicago, Illinois By ATTEST: Its Its [BANK SEAL] This Escrow Agreement received and acknowledged by me this 9th day of November, 1994. Village Treasurer EA -9 EXHIBIT A GOVERNMENT SECURITIES Dated November 9, 1994 PRINCIPAL RATE OF MATURITY FIRST INTEREST TYPE AMOUNT INTEREST DATE PAYMENT DATE U.S. Treasury $ 98,000 0.00% 12/1/94 11/30/94 U.S. Treasury 94,000 0.00% 6/1/95 11/30/94 U.S. Treasury 570,000 4.25% 11/30/95 11/30/94 TOTAL $ 762,000 Section 5. Purchase of the Government Securities. Bernardi Securities, Inc., Chicago, Illinois, or Chapman and Cutler, Chicago, Illinois, be and the same are hereby authorized to act as agent for the Village in the purchase of the Government Securities described and set forth in the Agreement. Section 6. Severability. If any section, paragraph, clause or provision of this ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this ordinance. Section 7. Repealer. All ordinances, resolutions or orders or parts thereof in conflict with the provisions of this ordinance are to the extent of such conflict hereby repealed. Section 8. Effective Date. This ordinance shall be in effect immediately upon its passage by the Board. Adopted November 2, 1994. [SEAL] Village Clerk Trustee Markiewicz moved and Trustee Buschman seconded the motion that said ordinance as presented and read by the Village Clerk be adopted. After a full and complete discussion thereof, the President directed that the roll be called for a vote upon the motion to adopt said ordinance as read. Upon the roll being called, the following Trustees AYE: Buschman, Chin, Latz, Markiewicz, Rimbo. Schobert absent. and the following Trustees voted NAY: U Whereupon the President declared the motion carried and the ordinance adopted, approved and signed the same in open meeting and directed the Village Clerk to record the same in full in the records of the President and Board of Trustees of the Village of Lemont, Cook, DuPage and Will Counties, Illinois, which was done. Other business not pertinent to the adoption of said ordinance was duly transacted at the meeting. Upon motion duly made, seconded and carried, the meeting was adjourned. STATE OF ILLINOIS COUNTY OF COOK ) SS CERTIFICATION OF MINUTES I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Village"), and as such official I am the keeper of the records and files of the Village and the President - and Board of Trustees of the Village (the "Board"). I do further certify that the foregoing constitutes a full, true and complete transcript of the minutes of the meeting of the Board held on the 2nd day of November, 1994, insofar as same relates to the adoption of Ordinance No. 862 entitled: AN ORDINANCE authorizing and directing the execution of an Escrow Agreement in connection with the issue of $790,000 General Obligation Refunding Bonds (Alternate Revenue Source), Series 1994, of the Village of Lemont, Cook, DuPage and Will Counties, Illinois. a true correct and complete copy of which said ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the Board on the adoption of said ordinance were conducted openly, that the vote on the adoption of said ordinance was taken openly, that said meeting was called and held at a specified time and place convenient to the public, that notice of said meeting was duly given to all of the news media requesting such notice, that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and the Illinois Municipal Code, as amended, that the Board has complied with all of the provisions of said Act and said Code and with all of the procedural rules of the Board in the conduct of said meeting and in the adoption of said ordinance. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the Village, this 2nd day of November, 1994. /41_apeP illage Clerk [SEAL] MINUTES of a special public meeting of the President and Board of Trustees of the Village of Lemont, Cook, DuPage and Will Counties, Illinois, held at 418 Main Street, Lemont, Illinois, in said Village at 6:15 o'clock P.M., on the 2nd day of November, 1994. * * * The meeting was called to order by the President, and upon the roll being called, Richard Rwasneski, the President, and the following Trustees answered present: Buschman, Chin, Latz, Markiewicz, Rimbo and the following Trustees were absent: Schobert The President announced that in connection with the refunding of the Village's outstanding Installment Contract, dated January 16, 1991, between the District and Policchio Brothers Co., Mokena, Illinois, and assigned to Heritage Bank of Lemont (now known as NBD Bank), Lemont, Illinois, it would be necessary to establish an escrow account at Amalgamated Bank of Chicago, Chicago, Illinois, and that the President and Board of Trustees would now consider the adoption of an ordinance authorizing and directing the execution of an escrow agreement in connection therewith. Whereupon Trustee Markiewicz full an ordinance as follows: 316122.01.06 2016194/MIJ- 11/2/94 presented and the Village Clerk read in