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1986-066
y Ordinance Number 86 -66 AN ORDINANCE providing for the issuance of $8,500,000 Tax Increment Allocation Revenue Bonds, Series 1986 (Buffalo Grove Town Center District Tax Increment Redevelopment Project) of the Village of Buffalo Grove, Cook and Lake Counties, Illinois. WHEREAS, the Village of Buffalo Grove, Cook and Lake Counties, Illinois (the "Village ") has heretofore designated a portion of the Village as a "Redevelopment Project Area" known as the Village of Buffalo Grove Town Center District Tax Increment Redevelopment Project Area (the "Project Area ") in accord with the provisions of the Illinois Tax Increment Allocation Redevelop- ment Act, as amended,.Ill. Rev. Stat., Ch. 24, Sections 11- 74.4 -1, et seq. (the "Act "); and WHEREAS, the Village has held the necessary public hearing on October 6, 1986, has approved the Redevelopment Plan and Project, has designated the Project Area, has adopted tax increment financing, and has claimed the state sales tax increment, all as required or provided by the Act; and WHEREAS, the President and Board of Trustees have determined that it is necessary and in the best interests of the Village that the Village issue tax increment allocation revenue bonds for the purpose of paying the redevelopment project costs for the redevelopment project which has been approved for the Project Area: l t 1 l NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE - VILLAGE OF BUFFALO GROVE, COOK AND LAKE COUNTIES, ILLINOI:S, asp "'foVlTows. "` Section 1 Defi:iiltions. The following words and terms used in this Ordinance`,slia11 -have the following meanings unless the context or use indicates another or different meaning: (a ) "`Act" ' —h- `the TAX "I~ricremeiit Allocation Redevelopment Act of the State of Illinois,.as „- amended and `suppl-emented- from- time to (b) "Bonds” means the $8;500, -000- -Tax Increment Allo cation Revenue Bonds, Series;1986.(Buffalo Grove Town Center_ District Tax Increment Redeela'men'Pro `ec `authorized Under this Ordinance. (c) "Bond Registrar " .,means American National -Bank and Tf Czs ` `G�oinp �h o CTi caga; cado; -r' 1713 o' ; or` is successors or assigns designated as Bond Registrar hereunder. (d), '!Village" means the Village of Buffalo Grove, Cook and -Lake Counties, Illinois, and its successors and assigns. (-e-)- "Corpora e Author tie __s "_` means the President and Board of Trustees of the Village. -. (f) "Government Securities" means bonds, notes, certi- ficates of indebtedness, treasury bills or other securities con- stituting direct obligations of _ the United States of America and all securities or obligations, the prompt payment of principal and interest of which is guaranteed by a pledge of the full faith and credit of the United States of America.. (g) "Incremental Taxes" means the ad valorem taxes if any,.arisin-g from the tax levies upon taxable real property in the Project Area by any and`all taxing districts or municipal corporations having the power to tax real property in the Project Area, which taxes are attributable to ths increase -in the then current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the Project Area over and above the Total Initial Equalized Assessed Value of each such piece of property, all as certified by the County Clerk of The County of Lake, Illinois, in accord with Section 11- 74.4 -9 of the Act, plus the taxes, if any, arising under the Municipal Retailers' Occupation Tax Act, the Municipal Service Occupation Tax Act, the Retailers' Occupation Tax Act, the Use Tax Act, the Service Use Tax Act, and the Service Occupation Tax Act, which taxes exceed the amount of such taxes collected from taxpayers-within the Project Area for calendar year 1985 as determined by the Illinois -2- ' Department of Revenue, in accordance with Section 11- 74.4 -8a. of the Act. (h) "Incremental Taxes Fund" means the Incremental Taxes --Fund_- - Village , of = Buffalo Grove Town Center District Tax Increment Redevelopment Project Area, which is a special tax allocation fund -for the Project Area established pursuant to Section 11- -74 4 -& -of the Act and created by Ordinance Number 86 - 64 heretofore adopted.by.the Corporate Authorities -on November 3, 1986, as continued and further described by Section 7 of this Ordinance. (i) "Ordinance" means: this - Ordinance as- originally adopted and as.the same may.' ay from time to time be amended or sup- plemented.in accordance - _with -_the terms hereof. (j) " Project" means the-Redevelopment Project hereto- ... fore approved.by_the Corporate Authorities, pursuant_.to- Ordinance Number�86w-,; 63 ,- waciopted..one4@'e @rit3yr1986 in furtherance ,of-the pbjectives o€ the Redevelopment* Plan. (k) "Project Area' '- _means the Village of Buffalo Grove Town Center District Tax Increment 'Redevelopment .ProjectArea described_.mo_re fully -in Exhibit A attached hereto and heretofore established by the Corporate Authorities in accord with the pro- visions of the Act. (1) "Project Costs" means the sum total of all reason- able or necessary costs incurred or estimated to be incurred which are incidental to the Redevelopment Plan and Project, including, without limitation, the following: (i) Costs of studies and surveys, plans, and specifi- cations, professional service costs including, but =_not Jim - ited to, architectural,, engineering, legal, marketing, financial, planning and special services; __.. (ii) Costs of the construction of public works or improvements,-,,-,,- -- (iii)-: Financing costs, including but not limited to bond discount and-all other - necessary and incidental_ expenses related - to,the -- issuance -of -the- Bonds - -_= ,;,provided_that._such. expenses of issuance do not exceed an amount equal to 3% of _the proceeds of- the Bonds, and which may, in addition, include payment of interest on the Bonds accruing during the estimated period of construction of the Project and for not exceeding 18 months thereafter and including reasonable reserves related thereto; and (iv) All or a portion of a taxing district's capital costs resulting from the Redevelopment Project necessary incurred or to be incurred _in furtherance -of the_.objectives of the Redevelopment Plan and Project. -3- K! Key �. 1- ti � t (m) "Qualified Investments" means investments in Gov- ernment Securities and certificates of deposit or time deposits of any bank, as defined by the Illinois Banking Act, including expressly the Trustee, --provided such_ bank, i.s:;insured . by : � x purposes aforesaid; bonds of the Village (the "Bonds ") shall be issued in -said amount and sha -ll -be de.signate.d. "Tax Increment Allocation- Revenue Bonds,-_ Series 1986 (Buffalo Grove Town Center D- i-st-rict- Tax--Increment Redevelopment Project)." The Bonds shall be dated November 1, 1986 and shall also bear the_date of-.. authentication, shall be in fully registered form, shall be in de omi�ation;s;: o ��$ 0- e- ar-an integral multiple thereof, shall be numbereci..c.onsecutively from 1 upwards, shall become:. due and payable- on December 1, 1996 and . shall bear-interest at` not in =ce�se_ocf:.the..(rttei;jsof:t .pe-r anname.;Bon��. Uri �c -_° -ne ma-, -'ri' Jthe The Bonds shall bear interest from their date or from y, G. the most`rec�nt interest payment date tQ.which._interest has been _. _. aid or dul - _.. p y._ provided_. far; .until the principal amount of the Bonds is paid, such interest (computed upon the basis of a 360 -day year of twelve 30 -day months) being payable on the first days of June and December of each year, commencing on June 1, 1987. Principal of each Bond shall be paid in lawful money of the United States;,:of America, at the principal corporate trust office of the Bond Registrar. Interest on each Bond shall be paid by check or draft of the Bond Registrar to the person in whose name such Bond is registered at the close of business on the 15th day of the month next preceding the interest payment date. The Bonds shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the Village. and shall be signed by the manual or facsimile signature of the Village Presi- dent and attested by the manual or facsimile signature of the Village Clerk and in case any officer whose signature shall -5- ,. M1 r �1 � x appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient -for all purposes, the same- "as if "such officer had remained in--office'-until delivery.' All Bonds shall have thereon a certificate of authenti- cation substantially in the form hereinafter set forth duly exec - uted. by;- the :.,Bond Registrar,-as-,authenticating- agent_ of -the= Village and - showing.-:.the:; date. =of- authentication. __;-No. Bondshall - -be valid or obligatory for any purpose or be entitled to any security or b.anefi.tQdnder thla_.O:�dinance =- unless and until such certificate of authentication= shi ill-ha'v'e been duly executed by, -the Bond Regis - t- tar -by-marsual-signa'tuPe,.and -such- certificate of- authentication upon any such Bond shall be conclusive evidence- °th'at-' such-- Bond has been authenticated and delivered under this Ordinance- The- certificate of authentication on any Bond shall be deemed to have been executed by the Bond Registrar if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the- -same officer sign the certificate of authentication -on all of the Bonds issued hereunder. Section 4. Registration of Bonds; Persons Treated as Owners.- The'Village shall cause books (the "Bond Register ") for the registration and for the transfer of the Bonds as provided in this Ordinance to be kept at the principal office of the Bond Registrar, which is hereby constituted and appointed the Regis- trar of the Village. The Village is authorized to prepare, and the Bond Registrar shall keep custody of, multiple Bond blanks IM ifl ' l 1. executed by the Village for use -in the transfer and exchange of Bonds. -Upon surrender- .for:transfer.of.any Bond at the.principal office of the Bond Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satin €actory to the Bond Registrar and duly executed by, the registered owner Pr bis- %.attorney duly authorized --in: writing; - the - Village; -shalt execute.and the Bond Registrar shall authenticate,_date,_and c4e liver in the name of the transferee or transferees a new fully registered B,pndRgr B99�14s of.y he..s.amermat r tysotrautY�gr?z de inations, e- _aggregate principal amount: -�-Aq y.; fglly..regi,st,ered -:Bond or Bonds may be exchanged at said office-of-the-Bond Registrar fpr;-- a_like..aggregate principal amount of Bond.or:Bonds of the same._matur-ity of:.other authorized denominations. The execution by: -the Vii age Qf- any - fully registered Bond shall constitute full and due authorization of such Bond and the Bond Registrar shall thereby be authorized to authenticate, date and deliver such Bond;,... The Bond Registrar shall not be required to transfer or exchange any Bond during the period_of fifteen -,(15) days next preceding any interest payment date on such Bond. The person in whose name any Bond shall be registered shall be _deemed -and.,:_regarded. as -the _absolute owner _thereof- - -for all_purposes, and payment of the principa -l- of or - interest on any Bond shall be made only to or upon the order of the registered owner-thereof-or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the -7- liability upon such Bond to the extent of the sum or sums so paid. } 'No - service charge shall- be made-_ for.- -any :transfer _or exchange of Bonzes, but the Village orr the- .Bond Registrar may require payment of a sum 'sufficient 'to -co. er -- any.-tax- or other. governmental charge that may be imposed in connection with any transfer: or---- exchange 'Of_.-Bonda-_ exchanged in the case Hof- the issuance.. -o.f -a Bonds. or Bonds for-the - outstanding portion of :Band surrendered for. redemption. i�onc c. S cti:on_ -S- s erur�ii-Y41 -::.7he" B tithe �r�i the inte=rest- the-reon.--- -are_ aim ted obligations of the Village, l g payable solely-: -and only -from the tollsection :of, the Iricremental Taxes and .the amounts on deposit in the various funds and accounts as provided herein_ No:. holder= of .any Bond shall have. the right to compe=l the` - exer_c7ise •of`-a:i y, taxinzg-power or any use- -of the general funds-of &,-:the Vi .lage for payment of principal thereof or interest -thereon. The Bonds do not constitute an indebtedness of the Vilage or a loan of credit thereof within the meaning of any statutory -or constitutional provision. -= Section 6.. Form -of- Bond. _The .Bonds shall be in sub - stantially the fo1-lowing form: we REGISTERED NO. (Form of Bond) UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF COOK AND LAKE VILLAGE OF BUFFALO GROVE- REGISTERED TAX - INCREMENT-: ALLOCATION - :REVENUF,- BO.ND,__ SERIES, 1986 (BUFFALO GROVE TOWN CENTER DISTRICT = TAX INCREMENT REDEVELOPMENT PROJECT) Interest sec- Matiirit °curs - - - - �Dat:ed_ ___ Rate: Date: Date: November 1, 1986 Registered Owner: so,� Prd- ncipaa- '-Amou,nt:= KNOW ALL MEN BY THESE PRESENTS, that the Vi lage..of Buffalo -=Grove; --Cook and - '.L,a"ke Counties ., : Illinois . ( the : "Village" ) hereby acknowledges__itself to owe and.--for.-,value received promises to pay from the source and as hereinafter provided to the Regis- tered Owner - identified above, or registered assigns as hereinafter provided, the Principal Amount identified above and to pay inter- est (computed'_on the basi_s_of a 360 -day year of twelve 30 -day months) on such Principal Amount from the date of this Bond or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum set forth above, com- mencing June 1, 1987 and on each December 1 and June 1 thereafter until said principal sum is paid. Principal hereof is payable in lawful money of the United States of America at the principal office of American National Bank and Trust Company of Chicago, -9- . ;e > ,, A T A, Chicago, Illinois, as bond registrar and paying agent (the "Bond Registrar "). Payment of interest shall be made to the Registered Owner hereof on the registration books of the Village maintained by the Bond Registrar at the close of business on the 15th day of the month next preceding the interest payment date and shall be paid by check or draft of the Bond Registrar mailed to the address of such Registered Owner as it appears on such registra- tion books or-- at - such-- �othex'_ address -_. furnished in writing by such EJFFAL: _ _ Registered Owner to_�the Bond Registrar-. This bond and each bond of the series of which it forms a part (together, the "Bonds "), are issued pursuant to the Illinois Tax Increment Allocation Redevelopment Act, Illinois Revised Statutes, Chapter 24,.Sections 11- 74.4 -1, et seq. (the "Act ") and all lads _ amendatory thereof_... an d._ supplemental thereto, and the principal df'and-interest on the Bonds are payable from (a) the ad valorem taxes, if any, arising from the taxes levied upon taxable real property in the Village of Buffalo Grove Town Center Redevelopment Project Area established by the Village in accord with the provisions of the Act (thee "Project Area ") by any and all taxing districts or municipal - corporations having the power to tax real property in the Project Area, which taxes are attributable to the increase in the then current equalized asses.sed-- valuation of each taxable lot, block, tract or parcel of real property in the Project Area over and above -the initial equalized assessed value of each such piece of property, all as certified by the County Clerk of the County of Lake, Illinois, in accord with the provisions of the Act, plus (b) the taxes, if -10- I r any, paid by retailers and servicemen on transactions at places of business located within the Project Area pursuant to the Illinois Munici.paa- �Retailexs'_ Occupation:T:ax- Act, :.:.the: Illinois Municipal - Service Occupation Tax Act, the Illinois Retailers' Occupation Tax Act; the—Illinois- :Use -Taxi Act, the_. Illinois: Service. Use. Tax Act and the Illinois Service Occupation Tax Act, which taxes are ovary- and, above the aggregate -•-amount of such, taxes as- .certifi -ed- by the.. I.11inoi s Department of Revenue- and paid by retailers and= servicemen on transactions at places of- business located in the Project ArZ:.i du:rzn: calendar year 19854e less: 1. 67.` afntlich -amount, a11_ as determined by the Il.linois� Dep,a.rt.men:t -: of Revenue in accord with the - provisions of the Act -- (collectively., the " :Incremental Taxes "). The-Bonds are -being issued for the purpose_:of.paying the costs of a redevelopment project in the Project Area, all as more- :fu- l:ly :.described_.in proceedings adopted by the President and Emard.of_Trustees : of the Village (the "Corporate Authorities ") pursuant to the Act and in an .Ordinance authorizing the issuance of�' he..Bonds.- adopted by the Corporate. Authorities on the 3rd day of- November, 1986 ( the "Bond Ordinance`),- to all the- provisions of: :which the holder by the acceptance of this Bond assents.. The -Bond-s, together with the interest thereon, are limited obliga- tions of the Village, payable solely from the collection of the I:ncr- emental Taxes and the amounts on depo.sit-in t-he various funds and - accounts as provided i.n..the Bond Ordinance. INCREMENTAL TAXES COLLECTED WITH RESPECT TO PERIODS COMMENCING AFTER DECEMBER 31, 1996 SHALL NOT BE AVAILABLE FOR THE PAYMENT OF THE BONDS AND THE INTEREST THEREON. AFTER RE.CEIP_T OF-ALL INCREMENTAL -11- ' 1 t i TAXES 7COLLECTED WITH RESPECT =TO `THE == PERIOD = SNDING . ON •DECEMBER -31, 1996, AND DISTRIBUTION OF SAME FOR_THE PAYMENT OF THE BONDS AND THE INTEREST THEREON, AND THE�DISTRIBUTION- OF- .ANY,EXCESS MONIES PURSUANT TO SECTION 11- 74.4 -8 - -OF THE ACT AS AMENDED, THE VILLAGE MAY ADOPT AN ORDINANCE,DISSOLVING THE SPECIAL:_TAX- ALLOCATION. FUND FOR THE REDEVELOPMENT PROJECT AREA AND TERMINATING THE DESIGNATION C HI:_ REIIEVEI;OPMLN'I' -PROJECT .?AREA -AS A REDEVELOPMENT PROJECT AREA..... -Fo -r =the ;pr.ompt payment zaf.the__:prsnc.ipa,l of--- and =- interest on this Bond the Incremental Taxes are hereby::irrevocably pledged. THE BONDS - ,_DQ NO'r- CONS!BI.TUTE._AN'�INDEBTEDNE&S- OF -THE r'V'ILLAG.E .- iK1:THIN THE MEANING OF.-ANY--CONS.TITU.TI.ONk.L- OR - S.TA-TUT.O- RY- PROVI:S_ION -.OR FLPMi -. TATION. NO HOLDER OF THIS BOND SHALL HAVE THE RIGHT TO COMPEL THE, :-EXERCISE OF ANY TAXING POWER OR ANY USE OF THE GENERAL FUNDS O- F._THE VILLAGE FOR PAYMENT OF PRINCIPAL HEREOF OR INTEREST HEREON. Under the Act and the Bond -Ordinance, the Incremental Taxes shall be deposited in a special Vill - age -of Buffalo Grove Town Center District Tax Increment Redevelopment Project Area Special Tax Allocation Fund (the_> "-Fund "); which-Fund shall_.be . held by American National-Bank: and =Trust Company of..= Chicago, Chicago, I= llinoi.s- as Trustee. -Moneys on-deposit-in the:-Fund-._ shall be used first and-are-pledged for paying the principal of and interest on the Bonds and then in making any further required payments to the funds and account3 as provided by the terms of the Bond Ordinance. It is hereby certified and recited that all conditions, acts and things required -by law to exist or to-be done precedent -12- r{ l I 1 to and in the i ssuanc-e- - of this Bond did exist.-J--have happened, been done and performed-n- .re.gular and due form and time as r�@_quired ,by law; and the-- Vi-l-lage hereby covenants -and agrees- that -it-has made provision for the segregation of the Incremental Taxes- and that -it wil-1 properly -ac-c-ount- for• said taxes:. and with all the covenants of and maintain -the funds and accounts as provided 3?y, the -Bond Ordiinance.- - This Bond, shall not be Valid; or,.become.- ob-1 gatgry_ for` any purpose until the certificate of- authentication hereon shall fi�iaeBbeeni d?'theT??nd�;egi stray _ . - - - Bond- i-s-- transferable: b =° - y: tbe,- registered holder. .. . hereof im-per- som--or- by -his attorney duly -authorized in writing at tie principal office -- o-f the-..'Bond Registrar in- Chicago-, _- Illinois; but —0nly--in the -manner ;-- subject- to --the limitations and upon-payment of the charges-- provided in-the Bond Ordinance, and upon surrender and:cancellation of this Bond. Upon such transfer a new Bond or Bonds of- .authorized denominations ,of the-same . maturity and for the same aggregate,_principal amount will be issued to the trans- fer.ee.in_:exchange therefor. The Bonds- are issued in fully registered form in the denomination of $5,000 each or any integral multiple thereof. This Bond may be exchanged at the principal office of the Bond Registrar- for a like_ aggregate principal . amount of- Bonds of the same maturity of other authorized denominations, upon the terms set forth in the Bond Ordinance. The Village and the -Bond Registrar may deem and treat the registered holder hereof as the absolute owner hereof for the -13- •N r I 1 r r / purpose of receiving payment of or on account of principal hereof and-in' due hereon and for all other purposes and neither €he -�-V liage nor the - Band keg} -stray =shall -be' affected -by any notice to the contrary. The rights- anti- "obligations - of the Village --and of the registered owners of Bonds of the series of which this Bond is eneiay =kie - moth €3ed�61'= mended 'at any time with the consent of the Village--and-of-,the holders - =of not- -less than fifty =one percent (51 %.) -'in= principal- _amount -6f outstanding Bonds in the manner, to he e €ehts and =upon = thei := tetmaepr6Vi&d d in the Bond Ordinance, Provided tliat`n ©- b- ach7modificatio or amendment` =shall extend the maturity or reduce the interest rate on or otherwise alter or impair the = obligation of the Village -to pay the principal or interest at the time and place and at the rate and in the currency provided therein of any Bond without the express consent of the registered owner of such Bond, or permit the creation of a pre- ference or priority of any Bond or Bonds over any other Bond or Bonds -or - reduce the percentage of -Bonds required for the affirmative vote or written consent to an amendment or modi- fication, all as -more fully -set- -forth in the -Bond Ordinance.._-_ IN WITNESS WHEREOF, said Village of Buffalo Grove, Cook and Lake Counties, Illinois, by its President and Board of Trustees, has - caused this Bond to -be sinned by the duly authorized manual or facsimile signatures of the Village President and attested to by the Village Clerk, and its corporate seal or a facsimile IMEM i r thereof to be impressed or reproduced hereon, all as a t ppearing hereon and as of the Dated Date identified above. -is- Date of Authentication: _ _ CERTIFICATE OF AUTHENTICATION: Bond Registrar: t s American National Bank and This Bond is one of the Trust Company of Chicago Bonds described in the within Paying Agent: mentioned Ordinance and is one of the Tax Increment ._ _.. -` American National Bank and Allocation Revenue Bonds, Series Trust Company of,Chicago 1986 (Buffalo Grove Town Center District Tax Increment Redevelopment Project), of the Village of Buffalo Grove, Cook and Lake Counties,— I1linois,having.an original -dated date of November 1, 1986. American National Bank and Trust .Company of Chicago, as Bond Registrar By: Authorized Officer (ASSIGNMENT) FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers unto (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint or its successor as attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within. Bond in every particular, without alteration or enlargement or any change whatever. -16- L f Section. T. Incremental.. - Taxes. Fund_ Accounts. There is hereby created a special fund of the Village which fund shall be held separate and apart from all other- funds'and accounts of the Village and shall be known as the Special Tax Allocation Fund for - the - Village of Buffalo Grove Town Center District Tax Incre- ment Redevelopment Project Area (the "Incremental Taxes vFund' ") _�v'hich-- the-Vd'lLage= agrees -=to maintain with the Trustee. All of the Incremental Taxes and any other revenues from any source whatsoever "de'signated to�pay principal of and interest on the ohd shall be set -a =side as- o�ected and be deposited in the Incremental Taxes Fund which is a trust fund established for the purpose of carrying out the covenants, terms and conditions imposed upon the Village by this Ordinance. The Bonds are secured by a pledge of all of the moneys on deposit in the Incremental ._Taxes.__Fund,__and_.such_ .pledge the obligations obligations of the Vili"age== =are discharged -under —this Ordinance. Iri accord with the provisions of the Act, the Incre- tenal Taxes areto beadto_ the Village _by__the municipal, county and state-officers-who collect or receive the Incremental Taxes Whenever the Vi 11 age- - re- ceiVes any -of the Incremental Taxes, it shall promptly cause the same to be remitted to the Trustee_._.for..de.po.sit__into the incremental Taxes Fund. Notwithstand- ing the foregoing, theVillage_ shall _not be required _to_ remit to the Trustee for deposit in the Incremental Taxes Fund any Incre- mental Taxes received by the Village with respect to any period commencing after December 31, 1996. After receipt of all Incre- mental Taxes collected with respect to the period ending on -17- f r December 31, 1996, and distribution of same for the payment of the Bonds and the interest thereon, and the distribution of any excess monies -,Pursuant-- to-_Section _11- 74,.4 -8.of the:Act as amended, the Village may adopt an ordinance dissolving the special tax allocation fund for'the Redevelopment Project-Area-and-terminating the designation of the Redevelopment Project Area as a redevelop - ment_.pnoj.ect_area. ,,,,The_ monies- ont.deposit in- the_.Incremental Taxes... Fund,. shall_.be__used.by_.the_Trustee solely and _ only.for -the purpose of carrying-out the terms- :and.conditions -of this Ordinance and--shall _- be.�,depositedaas ab,ereinafter providede- to Lthe - following accounts within : the - lncremental Taxes-Fund-__ : -R_- - (a)---The-Principal-and,--Interest-.Account. There is hereby created a special account within the Incremental Taxes Fund:-to be. -known as- -the "Principal and Interest Account" which the Village agrees to maintain with the Trustee. As moneys are deposited-by the "Village °into the Incremental:Taxes Fund, the Trustee shall deposit such moneys into the Principal and Interest Account: and, except -as hereinafter: provided; -- -such moneys:. shall be used solely and only for the purpose of paying principal of and interest-on the -. Bonds_. as - the -same: become-due-together-with :the fees of the Trustee, the Bond Registrar and of any paying agent in connection therewith. All funds derived from the proceeds of the sale of the Bonds and deposited in the Principal and Interet Account pursuant to- .Section 10 hereof shall be held in the Principal and Interest Account until applied to the payment of interest on the Bonds as they - same - becomes due. If, on-or before sixty--days.-before-the interest payment date on any of the Bonds, there are funds (other than funds-derived from the proceeds of the sale of the Bonds pursuant to Section 10 hereof) in the Principal and Interest Account in excess -of the amount necessary to pay such principal,,,-,- interest and expenses -on such date, such funds shall first be transferred by the Trustee to the Sinking Fund-Account as provided below and next be transferred by the Trustee into the General Account as described below, (b) The Sinking Fund Account. There is hereby created a special account within the Incremental Taxes Fund to be known as the "Sinking Fund Account" which the Village agrees to maintain with the Trustee. The Trustee shall next transfer the balance of the Incremental Taxes into the Sinking Fund Account until such account aggregates the Sinking Fund Account Requirement, and -18- w •� r � thereafter no such payments shall be made into said Account except that if the amount on deposit in such Account is less than the Sinking Fund Account-Requirement-annual payments shall be resumed and continued until said Account has been restored to an aggregate, amount '' --equ_al to the- Sinking-Fund Account Requirement. Moneys on deposi in the Sinking Fund Account shall be used by the Trustee to provide for the payment of the principal of and interest on the Bonds in accord with this Ordinance and shall be transferred the Principal and Interest Account as may be necessary from time to time to prevent or remedy a default in the payment of interest on or principal of the Bonds. Whenever such a transfer is made the Trustee shall promptly give written notice thereof to the Village.. Whenever the Village has deposited-in--the Sinking Fund Account an amount sufficient to meet the Sinking Fund Account Requirement -and there remains an excess (after remedying deficien- cies, if any, in the Principal and Interest Account) in said Account, the Trustee . shall then .-deposit,- such:excessrinto, the following account. _ - -�- (c) The General Ac- count. ~There is hereby created a special account within the Incremental Taxes -Fund to-be known as the "General Account ": The Trustee "shall deposit into the General Account the excess funds in the Sinking Fund Account referred:_to above. Moneys - -on deposit -in the General Account shall be transferred by the Trustee first, if necessary, to remedy any deficiencies in any prior accounts in the Incremental Taxes Fund;- and, thereafter, shall be disbursed promptly to the Village to be held in an account of -the Inc-remental_Taxes Fund created on its books, and held by the,Vil1_4ge. and shall be used for one or more of.the following Purposes: - ... (i)- for the purpose of paying any Project Costs; or -for the purpose of distributing such funds to the taxing,districts:or municipal corporations_ having the power to tax real property in the Project _Area in accord with the ;,provisions: -of the Act and to municipal - corporations .and the State of Illinois having the power to impose taxes on retailers -sand servicemen with respect to transactions at _ places of business located within the Project Area in accord with the provisions of the Municipal Retailers' Occupation Tax Act, the Municipal Service Occupation Tax Act, the Retailers Occupation Tax Act, the Use Tax Act, the Service Use Tax Act and the Service Occupation Tax_Act; or (iii) for any other purpose related to the Project or the Plan. .(d) Investments. The moneys on.deposit in the Incre- mental Taxes Fund and_ the various accounts therein may be invested from time to time in Qualified Investments pursuant to directions from the Village to the Trustee or by the Village directly if -19- held .. by the Village -in- the - Gene-ral Account-. - Any such investments may' -be _sold - from time to time by the Village as moneys may be needed for the purposes for which the Incremental Taxes Fund and =suoh accounts have beeh 'creabed- In -addition; - the- - firustee and the Village sYia11 = (wi -th or =1t3laut 'direction from the Village) e1�.` such rove- stments� when 'necessary to remedy any deficiency in the Incremental Taxes Fund or such accounts created therein. Any earnings or losses on such investments shall be attributed to the account -within the - Incremental Taxes Fund f-or- which the invest - �ent V-a- ., made . - W Section 8.- General Covenants. The Village covenants and agrees with the holders of the Bonds that, so long as any Bonds remain outstanding and unpaid: (a) The- Vill -age- Wiill punctually pay"--or cause to be paid from- -the 3ncremehtal Taxes Fund the- p- rinsipal--of, and,--intere -st on the -Bonds ih7 strict conformity with the terms of the Bonds and this Ordinance, and it will,.faithfully observe and perform all of the conditions, :"covenants... and . "r.equirements thereof. _ (b) Thee Village will pay 'and-discharge, or cause to be paid and discharged, from the--Incremental--Tax-es Fund any and all - lawful claims which, if unpaid, might become a lien or charge upon the Incremental Taxes or any part thereof, or upon any =funds in the hands of the 'ITrustee, or which might impair the security of the Bonds. Nothing herein cont -ained shall-require the Village to make any such payment-so long as the Village in good faith shall contest the- vaiidi -ty of said claims.- - (c) The Village will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Village, in which complete and correct entries shall be made of -all transactions relating to the Project and to the Incremental Taxes.. - Such - books of :record -and- Accounts- shall- at all times during business hours be subject to the inspection of the holders of not less thane ten- percent (10 %) of- -the principal amount of the Bonds then outstanding, or their representatives authori zed in writi'hg`. The Village will cooperate with the Trustee in the preparation within one hundred eighty (180) days after the close of each fiscal year of the Village so long as any of the Bonds are outstanding, complete financial statements with respect to the preceding fiscal year showing the Incremental Taxes received, all disbursements from the funds and accounts created by this Ordinance and the financial condition of the Project, including the balances in all funds and accounts relating to the Bonds and the Project as .of_the.end of such fiscal year, which statements shall be accompanied by a certificate of opinion in writing of an independent certified public accountant. The Village will furnish -a -copy of such statements to any Bondholder upon request. -20- l (d) The Village will preserve and protect the security of the Bonds and the rights of the Bondholders, and will warrant and-defend their rights against all claims and demands of all Persons._ From and after the s le and.del2ver. of _an - _. �a ..Y any,, of : the _ $ onds -by : the _Village,,.theBonds shall be- incontestable by the Village. (e) The Village shall.continue to implement the Project with -ail ,_practicable: di- spatch in _accord with it -s stated objectives and purposes in conformity with the Redevelopment Plan and the Act. __ - The Village will - adopt; -make, execute and deliver any and.:all such further ordinances; resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention of, or to facilitate the performance of, this Ordi- nance, and for the better assuring and confirming until the hold- ers of the Bonds of the rights and benefits.provided in this Ordinance Section 9. Sale of the Bonds. As soon practicable after this Ordinance becomes effective, the Bonds shall be exec- uted by the Village President and, - attested to-by the Village Clerk and be delivered by the Village President to the purchaser thereof, upon receipt of the urchase P price therefor, the same being ahe paravalue_of -,the Bonds, plus accrued-interest to the date of delivery; the form contract for the sale of the Bonds attached hereto as Exhibit'B is in all respects approved and authorized, and the-Village President is hereby authorized to exe to _said; contract far-.the sale of .the Bonds on behalf of the Viiia e_and -the Village Clerk is hereby authorized to attest to -, g such execution on behalf, of the Village, such contract to be in substantial.y.the form set forth in said Exhibit B. Section 10. Use of Bond Proceeds. The accrued interest received by the Village upon the sale of the Bonds and capital- ized interest in an amount equal to $1,500,000 shall be deposited in the Principal and Interest Account of the Incremental Taxes -21- A It Fund and be used to ' pay;. the.::inter.est_. coming- due. on- the Bonds. The Trustee shall then disburse the bal.ance:_of the proceeds to _the.�,Vi.11age.- The Village shall then.. allocate from the Bond . proceeds an amount not to exceed 3% of the proceeds of the Bonds for_. expenses-- incurred - in_ the.. issuance_ of the Bonds _which- shall be= deposited into an "Expense Fund" to be maintained by the Village -and disbursed for._ such_issuance expenses from_time.. to_._time_in. accordance with usual Village g procedures for the disbursement. of funds. Monies not disbursed . from tie_ Expense Fund... within 6 months :shall be transferred by the Village to the hereinafter described Project Fund, and any deficiencies in the Expense Fund shall b.e paid:by.disbursement_ from --the Project Fund. The balance of_the Bond proceeds shall be placed-by the Village in a special fund to be designated as the "Project Fund ". Funds in the Project Fund::. includin � g any interest earned thereon)-shall-be used -to -pay or to reimburse the Village for the payment of Project Costs, and such funds shall be held therein for such purpose and for the benefit- of the hold -er_-: pr,, hol:ders:_ of.. any__ of the Bonds . as- their interests may. appea.r`, _ Funds_: on�:,deposit.. in:_ the_, Project.. Fund . shall be- withdrawn by__ the:- iii, llage __for_Project.- CostzLfrom time. to -time in:_accordence,with: usual :Vikkage procedures for the disbursement of-funds upon submis -sion to the Village of a Project Costs. Certificate in a form acceptable to the Village. After the completion of the Project and after all Proj- ect Costs have been paid, the Village shall transfer from the Project Fund any remaining balance into the Incremental Taxes Fund. -22- A - -' _Funds - on-- deposit= in- -the- Project Fund may be invested in Qualified Investments. Any such investments shall mature or be callable at the - optlow of the - :holder on .or= ,before the date on which moneys will be needed to pay the Project Costs as the same become due Section 11. Arbitrage.. (a) The Corporate Authorities certify= and- covenant-with-the-purchasers and* - holders,- of.-the. Bonds from: time = to- time- outstanding, = that - -so - long- 'as: '.any_of - the- Bonds.: remain outstanding, moneys on deposit in any fund or account in connection - -with the = -Bonds -awhether or -not -such -,�mtrn6ys ewere derived from the proceeds of the sale of the Bonds or from any other sources, will not be used in a manner-which will cause-�such Bonds to be "arbitrage bonds" within the meaning of- .Section.- 148(a) -of. the Internal Revenue Code of 1986, as amended, and any lawful regulations promulgated or proposed thereunder, including Treas. Reg. Sections 1.103 -13, 1.103 -14 and 1.103 -15, as the same presently exists or may from time to time hereafter be amended, supplemented or revised. The Corporate Authorities reserve the right; however, to make any investment of.-such-.moneys permitted by Illinois law and this- Ordinance, if, -- whenl- and-- to the eXtent--that said. Section 148-or regulations promulgated thereunder shall be - repealed or relaxed or shall be held void by final decision of -a court of competent jurisdiction, but only if any investment made by virtue of such repeal, relaxation or decision would not, in the- opinion of counsel of recognized competence in such matters, result in making the interest on the Bonds subject to federal income taxation. -23- 4 c Section 12. Defaults and Remedies. The events of default hereunder and remedies: - therefor are as follows.:. (a)--.Definition of�Euents. of. Default; Remedies. If one or more of the following events, herein called "Eve nts of Default ", shall happen, that is to say, in case: (i) default shall be made in the payment of the prin- cipal of any Bond when the same shall become due and payable, either at maturity or by proceedings for redemption or other- wise; or (ii) default shall be made byMtheµVillage in the per- formance of-any installment _of interest on._any Bond when. -and as such installment of interest shall become due and payable; or (.iii)-._:default- :shat] .be-. made -by-the�... Vil:lagey i n,,.- the per =-;e_; formance of any obligation in respect of the Sinking Fund Account and such default shall continue for 30 days thereafter; or (iv) the Village shall (1) commence a voluntary case -_under._the.Federal bankruptcy laws, as now or hereafter con- stituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law (2.)-make an assignment for the benefit of its creditors, (3) consent to the appointment of a.receiver of itself or-of -the- -whole or any substantial part of its property, or (4) be adjudicated a bankruptcy or have entered against.it.'any order fo- relief in respect.of an involuntary case under the Federal bankruptcy laws, as now or hereafter constituted; or any other-applicable Federal or state bankruptcy, insolvency or other similar law and such. orders continue. in. -effect for--,a-,-period-of 60 days without stay or vacation; or (v) a court of competent jurisdiction shall enter an -_order; -.judgment: or decree_...appointing- a_ receiver of: the - Village, or of the whole or any substantial part of its cproperty --or- approving a-petition- seeking reorganization of the Village under the Federal bankruptcy laws or any other applicable Federal.or..state law._.or.statute and such order, judgment or decree shall not be vacated or set aside or _stayed within 60 days form the date..of the entry thereof; or (vi) under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Village or of the whole or any substantial part of its property, and such custody or control shall not be terminated or stayed within 60 days from the date of assumption of such custody or control; or -24- (vii), the.Village shall default in the due and punctual performance of any other of the covenants, conditions, agreements and provisions contained in the Bonds or in this Ordinance on the part of the Village to be performed, and such defaults shall continue-, for 3.9;_days after .written notice- specifyng_such. default -jjd requiring the same to be remedied shall have been given to the Village by the Trustee (which may give such notice whenever it determines that such a default is-- subsisting -and.shall...give such notice—at the written_ request aof, -,,the bo,,lder;s of .-.not less- than 25/W,-'in prin- cipal amount of the Bonds then outstanding); then in each and every such case the Trustee may, and upon the written request,-of,-the bol tiers = of- 25 % :,in-vprirlcipal_ amount_: of: the Bonds: affected_ by the- Event_ of Default , and then outstanding here - under sha511,;j p:roceed::tr� _Pr otect_ and : enforces its_ .rights and the rights of the holders of the Bonds by a suit, action or special proceeding in equity or at law, by mandamus or otherwise, either for the specific,_ - Performance of . any- covenant,',Qriagreemen- tecnny- -_ tained=h -erein or in- aid'or� execution -of any power herein or for any enforcement of an granted the Trustee; being advised by counsel, shall ydeem1most eeffectuals to protect and enforce the rights aforesaid. During the-continuance of-an Event• of• Default; all'. - monies-- received by the Trustee under this Ordinance from the Village or from any other source shall be applied by the Trustee in accordance with the terms.of. paragraph (i) of.this Section as set forth hereinbelow._ (b)_. Notice _of Default.. The Trustee_shall within 90 days after the occurrence of an.Event of Default, mail to the Village and the Bondholders at the address shown on the registration — bonds of the Village-maintained by the Bond Registrar notice of all Events of Default known.to :the-:Trustee unless such defaults shall have . been -cured before the giving of such notice. (c) Termination of Proceedings by Trustee. In case any proceedings taken by__the,Trustee-on account of any default shall have been discontinued or abandoned for any reason, or shall_have. been determined - adversely -to the Trustee, then and in every such.-case the Village, the Trustee and the Bondholders shall =be- _restored.to-their former- positions_and rights.hereunci�r, respectively, and all rights, remedies and powers of the Trustee shall continue as though no.such,proceeding had been taken. (d) Right of Bondholders to Control Proceedings. Anything in this Ordinance to the contrary notwithstanding, the holders of a majority in principal amount of the Bonds then out- standing shall have the right, by an instrument in writing exec- uted and delivered to the - Trustee, to direct the method and place of conducting all remedial proceedings to be taken by the Trustee hereunder in respect of the Bonds; provided that such direction shall not be otherwise than in accordance with law and the Trustee -25- Y r 1% shall be indemnified-to-its satisfaction against the costs, expenses and liabilities to be incurred therein or thereby. - {e} Rzght =of $ondhoYders-to=nstitute Suit: No holder of any of the' Bonds shall have any-right to institute any-suit, action or proceedng`in equity-,_r, quite - or" at law= for- the execution of any trust hereunder, or for any other remedy hereunder or on the Bonds unless such holder previously shall have-given to the Trustee --written notice -of -an 2vent=-of- Default as hereinabove provided, -and unless also the holder, or "holders,�of 25% in prin- cipal amount of the Bonds ='then outstanding shall have made writ- ten request of the Trustee after the right to exercise such powers, or right of action, as the- - case may -be; shall have accrued,-and shall have afforded - the - Trustee a reasonable'opportunity either to proceed to exercise the powers-"hereinbefore granted, or to institute- such.-- sction;" suit- or g proceedin in its name; and-unless, S-0 there shalliave�been� offered to-the trustee security and. indemnity satisfactory to it against the costs expenses and iiabz1_ztz syto -beN ncurred� there n or thereb P +- - ri y, and the Trustee s�iall have refused or--, izegSected' to comply= With"'such- request within a reasonable time; and such notification, request and offer of indemnity are hereby'-declared sn- -every such case, at the-option of the Trustee, -to be conditions precedent to the execution of the powers and trusts of this Ordinance or for any other remedy hereunder; -it -being understood and intended that no one or more holders of the Bonds shall have any right in any manner whatever by hi's or their action - to affect, disturb or prejudice the secu- rity of this ordinance, or, "to, enforce any right hereunder, except in the manner herein.provided, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner herein_ provzded�,and_for` the equal benefit of` all - holders -of the outstanding Bonds. -- Nothing in this Section contained shall, however, affect or impair the right of 'any- Bondholder— which - is - absolute- and unconditional,-to enforce the payment of the principal of and interest on his Bonds out of the Incremental Taxes Fund or special funds and accounts provided-for-such-payment, - or the obligation of the Village to pay the--same',out of said' taxes or special funds and accounts, at the time and place in the Bonds expressed. Provided,=haraever, that neither the Trustee nor the Bondholders shall have any right to enforce the payment of- -the principal of or interest on the Bonds, or any other amounts payable under this Ordinance, from Incremental Taxes received by the Village with respect to any period commencing after December 31, 1996. After receipt of all Incremental Taxes collected with respect to the period ending on December 31_,__199.6, - -_and distribution-of same for the payment of the Bonds and the interest thereon, and the distri- bution of any excess monies pursuant to Section 11= 74.4 -8 of the Act as amended, -the Village may adopt -an ordinance dissolving the special tax allocation fund for the Redevelopment Project Area and terminating the designation of the Redevelopment Project Area as a redevelopment project area. -26 ( . 1 (f) Suits by Trustee.7=-- Aff-ri hts of action under this Ordinance, or under any of the Bonds, enforceable by the Trustee, may be enforced by it without the possession of any of the Bonds or the production hhereo 'at the Via- _6 o °proe.eeding rela- tive- thereto, and =- any--such suit; -or-or -din �-` g; -Ins `itu-ted' -by -the 'Trustee shall-be-brought in its name for the ratable benefit of the holders of the Bonds affected by such suitor proceeding, subject to the provisions of this - Ordinance. (g) Remedies Cumulative "- No- remedy herein conferred upon or reserved to the Trustee or to the Bondholders is intended to be -exclusive -Qf any, other remedy--or- remedies; -and -each and' every =such= remedp= shahl be cum zlative'; and - -- shall' be ^in `addition to-every other remedy given Y+ereunder or now or hereafter existing at law or,..in ^equ2: -Y - -oar by - statute (hj = Waiver of Default. No delay or omission',of the Trustee or of any Bondholder, to exercise any right or power shall be construed Tto be a ivas�er -of -a`ny sucfr default; or -ail ac ies- cence therein; and ever'y'. power and remed y given by this Section:-- 12 to the Trustee and the Bondholders, respectively, may_be,exer- cised- from time to time) --and` as- often as-may-be deemed expedient. (i) Application of Monies -After Default. The Village ea�eiiants that--if an Event-of-Default shall happen and -shall not have been remedied, the Trustee shall apply all monies, securities and funds received by the Trustee pursuant to any right given or action taken under the provisions of this Section as follows and in t-he fo-1-lowin .- - g order: .... _ _.. - - ...... . i ,-Principal and interest` -on the Bonds'to the- payment of the interest and principal then due on the Bonds and otherwise as follows: } -Uni-ess the principal of all the Bonds shall have become due and payable; all such monies shall be applied as followsr (A) 'first, to the payment to the persons entitled thereto of all in- ....... tallments of-interest then due in -the order of the maturity of such installments, and if the amount-available shall _ not be sufficient to pay ; any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrim= nation or preference; and (B) second, to the payment to the persons entitled thereto of the unpaid principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which monies are held pursuant to the provisions of this Ordinance), in the order of their due dates, with interest upon such Bonds from the respective dates upon which they became due, -27- and if-the amount - available shall not be sufficient to pay in full Bonds due on an y particular date, together with. such interest., then to the `r interest - _ Payment first of such _. ratably, according- to. thy.- amount of such-in- on r _ - terest, due on, such . date - - such principal ratabl ' _ and -. then,v.to the_- payment of -- principal due on such ydate ,- tontheo persons oentitled uch thereto without any discrimination or preference. (2) If the principal of all the Bonds shall have become due and payable, all such monies shall be applied to the payment-of-the-principal and interest -then due. and „� .unp id upon- ,the..Bonds with_ in- teres_t. thereon as- afores.a.id, without preference .or priority of- principal over interest or . _. of__interest. over principal or of any installment of interest over -any other installment of interest, or of any Bond over.any other Bond, ratably, according to the amounts due respectively for principal. and, interest, -to the persons be ` titled_ ther eto Withoui any d.i.scrimination or _ Y,w -. prefer:ence.; - Whenever monies are to be. appaAd,b ant, to the�nr.ovisions of this paragraph,ysuchymoniesrshall bersu= applied by the Trustee at such times, and from time to time, as the Trustee in its sole discretion shall determine, having due regard to the -- amount of :s -onYes available -for application and the likelihood of additional monies becoming available for such application in the future. The deposit of such monies with the paying agents, or otherwise setting aside such monies, in trust_ for._the.- Proper- Purpose,"shall constitute proper application b the Trustee; and the Trustee shall incur no liability whatsoever to the Village, to any Bondholder or to any other person for any delay-in, applying any_ such.. funds, so long as the Trustee acts with reasonable diligence, having due regard to the circumstances, and ultimately applies the same in accordance with such provisions of this Ordinance as may b.e. applicable at the time of application by the Trustee. .Whenever the Trustee shall exercise such dis- cretion in applying such funds, it shall fix the date (which shall be. an interest.payment date unless the Trustee shall deem another date more suitable).`upon_ which such application is to be made and upon such date interest on the amounts of principal paid on such date shall cease to.accrue.' The trustee shall notice as it ma_y deem appropriate of the fixing of any such date and of the-endorsement to be entered on each Bond on which payment shall be made," and shall not be required to make payment to the holder of any unpaid Bond until such Bond .shall be presented to the Trustee for appropriate endorsement, or some other procedure deemed satisfactory by the Trustee. Expenses of Trustee, the Bond Registrar and paying agents to the payment of the reasonable and proper charges, expenses and liabilities of the Trustee, the Bond Registrar and paying agents. _ -28- Secti "on= '13. =" Pertaining to the Trustee. The Trustee hereunder -i -s - hereby coirst-j fated and-appointed as the trustee of an express trust q-ie -reby c- teated for -'the= Bondholders " =The further rights and duties of the Trustee are set out as follows: (a) Acceptance by Trustee The Trustee shall accept the trusts- hereby - Brea -ted- - iy certificate of acceptance duly de- livered, but only upon the terms and conditions set forth in this Section-- (b) P "erfnrmarice of Iluties. Tlie Trustee shall; `prior, to an - Event --o-f De -fault !-and- a -fter- -the- curing of -a-1-1-.such. Events of Default whi "cis = =in ay have- bicc= irrred- j o "rm each - zdUtie -s" aild anly such -dut e -s "mss iite spec= ifically set forth in this Ordinance, using - - such -care as a corporate- trustee ordinarily would u-se n- perfo 3- �Etc�u-,&,tt z: ty � eo p rat hf entu =tee cir u.st:.::or eposi- tary agreement: The Trustee shall, during the existence of any such Event of Default which has not been cured, exercise such of -the rights and -powers - vested- in -d_t -by- -this- Ordih- — - - - -- - use the same degree of care and"-skill in "their existence, as a prudent man would - exercise or use under the circumstances: in the conduct -of" -hi =s own- -a f f ai -ts". - No provision of this Ordinance shall be construed to relieve the Trustee from liability for its own negligent action, =-ts "own riegllgent° failure to act -' or -its own willful misconduct, except that: 'Prior to an Event of Default hereunder and after the curing of all - such - Events -of Default which may have occurred: - - -- __ ___.. (1) The duties -and obligations -of the Trustee �- shall be determined solely the ex res"s- Y Y p provisions of = thi- s-- -O-rdi- nance; - -and the Trustee= =sha -1 =1 not be li -able- except' for -the perfo- rmanc -e of such :duties --and obliga _tions --=as �a -re -- speci- f3:ca11y set - form- in- thi- s-= Ordinance -, -- and no implied covenants o r obligations shall be read -into this Ordinance -a g ainst- th, Trustee; and - (2) In the absence of bad faith on the part of the Trustee, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the - opinions expressed therein, upon any certificate or opinion furnished to the Trustee conforming to the requirements of this Ordinance; but in the case of any such certi "fft ate or opinion which by any provision hereof is specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not it conforms to the requirements of this Ordinance. -29- .(ii) At all times, regardless of whether or not any Event of Default shall exist: (1) The Trustee shall not be liable for any error G:. e;_ eoftdgm_enmade �ir� good, faith -by : a responsible_ officer or officer of the Trustee unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts; )..,The- Trustee shall not be liable with respect to any action-taken or omitted to be taken by it "5.n good faith in accordance with the direction of the holders of not less than a majority (or such larger percentage_as is otherwise specifically required by the terms hereof) in - aggregate :principal .amount, of all the Bonds at the_ atrme: Qutsaandnc•; - None o£_the_provisions; contained in this Ordinance s3 aim regtkit-re the . Tr-ustee _to -_expend or -r-i sk its. o-wn : funds or Qthise .incur indz_viduaa._financ _ al: liability ,in, the _perform - ance -of .arty =of its duties or.,in the. exercise of any of its - rigYts..or powers. -- (iv)-- -The Trustee shall not be answerable for other than _ -its neg,l,igence or willful default. The Trustee shall not be required to take notice or be deemed to have notice of any default hereunder, except failure by the Village to cause to be made any of the payments to the Trustee required to be - made - by.Sect_ion _7;_ -..,unless the Trustee shall be specifically notified in writing of such default by the Village or by the holders of at least 25% in aggregate principal amount of all Bonds then outstand�- ng4-.ancl all _no ices. or _other instruments required by this Ordinance to be delivered to the Trustee must., in order to be effective, be delivered at the principal office of the Trustee, addressed to its Trust Department, and in the absence of the Trustee may r_onclusively _a -ssume -there is no efau -lt except-as afore said. _... (v) ..At ,:any and ,all :.reasonable _- times, - the__Trustee,,, -,and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right fully to inspect any and all of the books, papers and records of the Village pertaining to the Project Area and the Bonds, a and to take such memoranda -from and -in regard thereto as may be desired.. - - (vi) The Trustee shall not be required to give any bond or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (vii) Notwithstanding anything elsewhere in this Ordi- nance contained, the - Trustee shall have the right, but shall not be required, to demand, in respect of the withdrawal of -30- any cash or any action whatsoever within the purview of this Ordinance, any showings, certificates, opinions, appraisals or other information or corporate action or evidence thereof, in addition to that'-by-the terms hereof required as a condi- tion of such action -by the Trustee °, deemed desirable for -the purpose of establishing the right of the Village to the withdrawal of any cash or the taking of any other action by the Trustee. (viii) Before taking -any action under this Section.13, the Trustee may require that a satisfactory indemnity bond or other-security-satisfactory to -it be- furnished for the reimbursement -of all -. expenses to- -whieh7_it day -be -put and to proteet' I-t= against ail= liability, except- liability' which is adjudicated to -have resulted " =fro '- the=- hiaglizjehce or willful default: " -of the "_Tru ";tee in=- connection with any action so taken. ix�` -All monies received by the Trttstee' or any paying- agent- shall -,- "until- used-or applied or- invested as herein . -% Provided',- be held in- trust" fore -the-= purposes - for which they were received. (c) Instruments Upon Which Trustee May Rely. Except as otherwise- provided.in paragraph '(b) hereof-:"-- = (i) The Trustee may rely and shall be protected in acting upon any resolution, certificate, statement, instru- nieiit,.- 'opinion;-- report,'notice, -- request;_ consent, order, Bond., or other paper or- document reasonably believed by_ it to - -Ji @" genuine and =to h`avi! 'been- signed or presented'by the proper party or parties; - (ii.) Any notice, request, direction,- election, order -or demand of the Village mentioned'- herein` shall be"'.suffiClently evidenced by an instrument signed in the name of- -the Village by its - President or its C'1erk {unless' other evidef cc' .n - respect thereof be herein specifically prescribed); and any resolution of the Corporate Authorities may be evidenced to the Trustee by a copy thereof certified -by the Village Clerk under the- Village- seal;- (iii) The Trustee may consult with counsel (Who may but need not be counsel for the Village) and the opinion of such counsel shall- -be -full -and complete authorization and protec- tion in respect of any action taken or suffered by it here- under in good faith and in accordance with the opinion of such counsel; (iv) Whenever in the administration of the trusts under this Ordinance., the Trustee shall deem it necessary or desir- able that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) -31- may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to be conclusively proved and--- established by a certificate of the- Village;-and such certi- - ficate 01--'the- Vi-llage"' sha11, - in th.e absence of negligence- or bad_ fait i n the fart: off= the= Trustee; =iie, - €u -1;1:' w- arranty to the Trustee for'any action taken or suffered by it under the provisions of this Ordinance upon the faith thereof. (d) Trustee not Responsible for Recitals and Other Matters.' - -.The Tru -stee shall not be responsible in any manner whatsoever for the correctness of the recitals herein or in the Bonds-.:(except the Trustee's certificate _ of - au=thentication thereon), all o o h cY1- she= =made by :- the -Vi lager solely; =- and the' Tru"ste�e shall'-not b�e responsible or actountable in- "any manner whatsoever for or With respect t6,'the- validity- or - execution or sufficiency of this Ordinance;-- or`- of any ordinance supp- lemeht'al_ hereto; or of the Bonds, or the sufficiency of the taxes to pay the principal of and interest on the Bonds, or for the security afforded hereby or for the - validity :o -f = afiy= - securitie's at any time held hereunder, and the. Trustee makes no %%representation with respe.ctc- thereto. The Trustee: -shall not be accountable for the use or application by the Village of any Bonds authenticated and delivered hereunder or of the proceeds of such Bonds, or for the use or application of any monies paid over.by the Trustee -in accordance with any provision of this Ordinance`: . (e) Trustee May Acquire Bonds. The Trustee and its officers and directors may acquire and hold, or become the pledgee of, Bonds and may otherwise deal with the Village in the manner and to the same extent and with like effect as though it were not Trustee hereunder. (f) Monies Need Not Be Segregated. Subject to the provisions of Sections-- 7 and 1- 5'hereof;-All monies received by the Trustee shall, until used or applied as herein provided, although held -i -n- trust -for the purposes for -which they were re- ceived, need-not -be segregated from other funds -- except to the extent required -- hereby.. o -r by law: - Notwithstanding - the foregoing, the Trustee- shall invest monies held- -by -it hereunder pursuant to the applicable - _provisions hereof: (g) Intervention by Trustee. In any judicial proceed- ing to which the Village is a party and which in the opinion of the Trustee and its counsel has a substantial bearing on the interests of owners of the Bonds, the Trustee may intervene on behalf of Bondholders and, subject to the provisions of subpara- graph (b)(viii) of this Section -13, shall do so if requested in writing by the owners of at least 25% in aggregate principal amount of all Bonds then outstanding. The rights and obligations of the Trustee to intervene in any such judicial proceeding under this Section are subject to the approval of a court of competent jurisdiction if approval of such intervention_ is otherwise required by law. -32- (h) Compensation of Trustee. The Village covenants and agrees '. to cause to.._be,_paid from -the Incremental -Taxes Fund to the Trustee from time to time, and the Trustee shall be entitled, to reasonable-compensation for all-services-rendered by it:in.the execution _of .`the . trusts, hereby <_cr.eated -_and in the - exer -ci_se and performance of:any -of the- powers and duties hereunder of the Trustee, which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust, and the Village will_ pay`,or- reimburse „_the;Truetee; - ,.solely from funds -on deposit in the�Incremental- 'Taxes Fund; -upon its request for all expenses (ordinary and extraordinary), disburse- ments and advances incurred or made by the Trustee in accordance with-any of the-provisions-.of this Ordinance including-the_rea- sonable :compensation and the expenses and disbursements of its counsel and of alZ- persons not regularly in its employ; except any,_s.uch. expense. disbursement.,or,- advance -. as:-may arise. -from it . negligence or bad faith. The Village also covenants to indemnity the Trustee for,,and to hold it harmless against, any loss, liability, expense o- r advance incurred_or_made,without negligence or _:bad ; faith-on t-)4-ea art of -the Trtastee, arising -_.out of or -in connection with the acceptance -or administration of this trust, including.fees for legal, engineering and other professional services_deemed..advisable by the Trustee and all costs and ex- Penses of defending :itself against -any claim of liability in the premises, The obligations of the Village under this paragraph to compensate the Trustee for services and to pay or and reimburse the Trustee for expenses, disbursements, liabilities and advances shall,_ constitute” addit oriaT- indebtedh6 -ss hereunder. In default of the payment, -of such additional indebtedness by the Village, the Trustee shall have a lien therefor_ on any monies held by the Trustee hereunder prior to any rights in such monies of the hold- ers of the Bonds except funds held in trust by the Trustee for the benefit of the holders of particular Bonds. (i) -Qualification of- Trustee. There shall at all times be a Trustee hereunder which- shall -be a corporation organ - ized ...and_.doing, business -under the laws of the United ``ta' -es or any state thereof, authorized under -such -laws to exercise corpo- rate_- trust.powers,.having:a: combined capital; surplus and undivided profits of at least $10,000,000; and subject to supervision or examination by federal or state authority. Any such Trustee except for a successor Trustee appointed under subparagraph (j_)(iii) hereof shall have its principal -ffice and L. place of business in the State of Illinois; provided, however, if there be no such corporation qualified under this Ordinance and willing to so act as Trustee, any such Trustee shall then meet the requirements of a successor Trustee shall then meet the requirements of a successor Trustee set forth in subparagraph (j)(iii). If such corporation publishes reports of condition at east annually, pursuant law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this paragraph the combined capital, surplus and undivided profits of such corporation shall be deemed to be its combined capital, surplus and undivided profits as set forth in -33- its most recent report of-condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this paragraph, the Trustee shall resign immediately- in. ":the= ,ftlannet* and.-with the effect'- specified in rah aph (j)'-hereof,� (j) Resignation of Trustee and Appointment of Successor. - F (i')- The Trustee ma .at an y time resign by giving- writ - teh--notice--to--the Village'. and by giving to~ the Bondholders notice by publication of such resignation, which notice shall be published at least once in a financial newspaper or ifi^-thecEn4-'I3th-:-IAhgtLAqe and- customarily` each bus-itiest'"day And" of general circulation among - -dealers in.:ftlun.Ic-l-PaLl'-ti�icur-itie, -in' th-.'.'City York,' New" York-, =and by= first class email to the-names and- = Addtiastes_ shown on the list --ma ntained7by" the Bond Registrar. -,If.,-because of the temporary- -bx- permAftent suspension- of the publication- or--, any f ihancia'l�fiewsbaper or journal oz-for: any. other-17e&b6n, it-'-it:L-iftipbtsib-leobrllmprac- .�-.'tic-a:l tb':publish-'tl-U*.-ch�-:.Ihotite of resignation in the manner - - herein provided, then-such publication in lieu thereof as shall be made -with the approval of -the Trustee-shall consti- sufficient publication of notice. Upon receiving such ce tiof t-es i 4hAtibri, - the= -Villa -Vi 1-1 age - shal I'- prbfhptly' Appo i ft-L,; A successor Trustee by an instrument in writing executed by order of the Corporate Authorities. If no successor Trustee shall have been so appointed and have-Accepted appointment -'-- Within` 30 dAyi4D'-after the publication of such notice of. -resignation,- the resigning- Trustee -may may -petition any court of competent - 'jurisdiction for the appointment o "successor :Trustee, -'.or an Bondholder who has been a bona fide -holder of a Bond or Bonds for at least six months may, on behalf of himself and all others similarly situated, petition any such court for theap-P-Ointment—Qf asuccessor Trustee. Such court may - thereupon; __ after- such notice, if any-,, -as it may deem'-proper and-prescribe-,--appoint a successor-Trustee.- case -at any time any of the following shall occur:; (1) The Trustee shall-ce'ase to be eligible in accordance with the provisions of paragraph (i) or subparagraph (j) (iii) of this Section and shall fail to resign after written request therefor by the Village or by any Bondholder who'has been a bona fide holder of a .,Bond or Bonds for at least six months, or (2) The Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall-take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or -34- liquidation, then, in any such case, the Village may remove the Trustee and appoint a successor Trustee by an instrument -in writing executed by order of the Cor- porate_:Authorities. -or:- an Bondholder ma " Y - y, ^on. behalf of himself: -and all others similarly `- Y situated petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe,.remove.the Trustee `and- - appoint a- successor Trustee. _The holders of-a majority in aggregate principal amount - -of - --all - they- -Bonds _ at. -the time-outstanding may at' any time remove'the-,Trustee�'and- -appoint a successor.Trustee by an instrument or concurrent instrumentsrin writing signed by such Bondholders.: Such successor:Trustee:shall be a* corpo- ration authorized under applicable laws to exercise corporate trust-powers-and may be incorporated,-Under.-the-.laws of_the_ United States -or,eoff_- the:7State -.of- ,Illinois.: _Such -- successor_-, Trustee: shall satisfy the -minimui:combined::captal surplss = °c- and- undivided_ profits Requirement-set- :forth in paragraph.(i) of this Section. (iv). The Village:subject to the approval of the holders of a majority in - aggregate principal amount of all the Bonds at_the_ time outstanding, may at anytime remove the Trustee and-appoint a" successor Trustee by an instrument in writing signed.by_the.Village and accompanied by an instrument or concurrent.instruments in:writing.signed by such Bondholders approving: such removal and appointment. (v) Any.resignation _ or removal of the-.Trustee and appointment of a successor Trustee pursuant to any of the provisions of--this paragraph (j) shall-become--effective upon acceptance-of appointment by the successor. Trustee as pro- vided in paragraph .(k)_of..this -- Section. (k) Concerning the Successor Trustee. Any successor Trustee appointed as provided tn" paragraph- �j):-Of- this-Section shall execute, acknowledge and deliver to the Village and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the _r LL_ .__- , cessor Trustee shall without any further a with all the - rights; its predecessor in th originally named as.T ten request of the Vi the Trustee ceasing t transferring to such expressed, all the ri ceasing to act. Upon Village shall-execute fully and certainly v Become . effective and such succ.:�csor Trustee, -t, deed or conveyance, shall become vested ?owers;-trusts -- duties -and obl gations-of trusts hereunder, with like effect as if -ustee herein; but nevertheless on the writ - Llage or the request of the successor Trustee, act shall execute and deliver an instrument successor Trustee, upon the trusts herein yhts, powers and trusts of the Trustee so request of any such successor Trustee, the any and all instruments in writing more :sting in and confirmina to such Gil( CaCCr�r Ic &M w " • b Trustee all . such__rights;_ - powers and duties:= Any Trustee ceasing to act shall nevertheless, retain a lien upon all funds held or collected by such.Trustee to secure the amounts due it as compen- sation reimptrsement� `expenses and,; Mn afforded to:: it. by paragraph _(h),of this Sectcn No successor Trustee shall accept appointment as pro- vided in thi s„ paragraph (k_) ;-.unless at. the time of--such acceptance such successor Trustee -shall be eligible under -the provision -s of paragraph (i.). o�,_subparagraph (j)(iil) of this Section. .Upon tbe acceptance of appointment by a successor Trustee as provided. -in this - paragraph, (k) j- the- Vil-lage- sha11 publish notice of- -the_suecession of such Trustee to the trusts hereunder, at. least once; n�a . financal-,nerspaper„ ors journal_ printed-in-:the English language; - customarily published'on each business day and of.general circulation among dealers in municipal securities in the City of New York, - New York;, and. shall mail -_a,_ copy of -- such-., notice_ to each person whose - .,name appears on- the, - list maintained:_by ;the Bond._.Registrar ;If; because: of_- temporary_r,_;_ permanent suspension of.the:.-.public;at,ion or general - circulation of any fnancial_ newspaper or journal or for any other reason it is impossible or impractical to publish such notice of succession in the manner herein provided, then such publication in lieu thereof as shall be- made�with, the approval of the Trustee shall constitute sufficient publication of notice. If the Village fails to publish and mail such notice within 10 days after acceptance of appoint- ment by the successor Trustee, the successor Trustee shall cause such notice to be published and mailed at the expense of the Village. (1) Merger.or Consolidation of Trustee. Any corpora- tion into.which the Trustee,may be merged or with which it may be consolidated, or any - .corporation resulting: from any,merger or consolidation,-to whi -ch- the.. Trustee,_ shall- be. a- party,_ or any._ cor- poration succeeding to the business of the Trustee, shall be the successor of the Trustee hereunder without the execution or filing of any paper or_.any_further_act -_on the part of any of the parties hereto - -- - -- - -- - - - -- a_-ny_ ing-�herein to the contrary :no twithstanding,, provided that such. successor.: Trustee, -- --. a_1.1,_ be:; eligible under- the provisions of subparagraph (k) or subparagraph (j)(iii) of this Section. (m) Financial Statements,-Books and Accounts. The Trustee shall retain all financial - ,statements furnished to it by the Village- pursuant to this Ordinance for at least a period of seven..:years. -after the receipt thereof. The Trustee shall provide an- accounting to the Village not less than 30 days after the end of each fiscal year of the Village showing all receipts, disburse- ments fund balances, and investments relating to the Funds held by the Trustee hereunder -and shall otherwise assist the Village in any reasonable manner in complying with Section 8-(c) hereof. The Trustee shall permit the Village to review and examine all books and records maintained by the Trustee with respect to the Bonds and the funds and accounts maintained by the Trustee pursuant to this Ordinance. ISR-M (n) Trustee May Act Through Agents and Co- Trustees.. The-Trustee may execute -any of -the trusts or powers hereof and perform any-duty hereunder either directly or-by-or though its agents or: attorneys 'the �Trustee::may:,appoint. a co- trustee or co= trustees.having.a:principal place of business in the State of Illinois and who shall meet the requirement& for a successor trustee set forth in paragraph (k) of this Section. The Trustee may- delegate.to..such_ -co- trustee -.or co- trustees such power, rights, duties-,,-and-responsibilities as the_ - Trustee may..deem: :necessary:or desirable in' order -.to- permit the lawful execution of the trusts herein set forth without qualifying to do business or otherwise subjecting.. itself _to:.the_jurisdiction__o.f any regulatory authority of ..the State _of= _111inois: (.o) Notices�of__Village.__:_The _Trustee- shall:.provide to the-Village copies- of'ail= :notices given or received. -by the - Trusteewith respect- :to,.the Bonds_.and the funds and accounts maintained by the Trustee pursuant to_this Ordinance--_ _ "^OSe Section 14_., Evidence-of Bondholder Action. Any request, direction or other instrument required by this Ordinance to.:be signed or executed by Bondholders may be in any number of concurrent writings of similar tenor and may be signed or executed-by such Bondholders in_ person -or by agent-appointed in writing. Proof of the execution of any such request, direction or other instrument,_or of the_.writing- appointing such agent and of the ownership of Bonds,.if_.made.in.the following manner, shall be-sufficient for: -any purpose.of this Ordinance and shall be conclusive in favor of the Trustee with.regard to any action taken. by .it_ under- such _request.... (a) The fact and date of the execution by any person of any- such_writing may be proved by the-.certificate of any officer in any jurisdiction, who, by the laws thereof, has power -to take- acknowledgements within said jurisdiction, to the effect that the person..signing such - writing acknowledged ...before him the,- execution thereof,-or by an affidavit of a. witness to such execution: The ownership of the Bonds shall be proved by the __ -.Bond register maintained by the Bond Registrar. -37- Secti.o:rr 35_. _ Payment :and Discharge; Refunding.-- The Bonds :.: may be" disch ,rged';_ payment provided for, and the Village's _. 1i-ab±,ldty :- terminated as f-o -Vows. (a) Discharge of Indebtedness. If (i) the Village shall pay or cause- .to .be_ paid to-the registered owners of the Bonds the principal... -anal interest ..to become due ther.ean- at:- the tames =zhd in nth -e- manner-'stipulated- therein and herein, - (ii--) all fees and expenses of the Trustee, the Bond Registrar and the paying. agents shall have been paid, and (iii) the- Village --sha 1 keep;-perform---and obs=erve all and singular the covenants and promises in the Bonds and in this Ordinance expressed as to be Kept, performed,_and observed b_y it or.. on :i_ts part, then- these presezits� and_: the --:rights _ he- reb_y:Eg•ranted. shall- cease; :determine and be void, and thereupon the Trustee shall execute and deliver to :the- -Vd11a.ge_ such_ instruments ins writing as sha11_ be_ requisite. Provision. �for-Payment_.. 1- Ben:de_ for-the payment of which sufficient monies or sufficient Government Securities shall have: beery: deposited :with: the Trustee- (whether upon or prior to the maturity of such Bonds) shall be deemed to be paid within the meaning of this Ordinance and no longer:outstanding - under this Ordinance. Government Securities shall be considered sufficient only if said investments are not redeemable prior to maturity at the option of the issuer and mature and bear interest in such amounts and at such times as will assure sufficient cash to pay currently maturing interest and to pay principal when due on the Boizdis' without_" rendering the.interest_on any Bonds taxable under the Internal Revenue Code of the United States. The Village may at any time surrender to the Trustee for-,cancellation by it any .Bonds previously authenticated and delivered hereunder, which the Village may have acquired in any manner :whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. (c) Termination of Village's Liability. Upon the discharge of--indebtedness under paragraph (a) hereof, or upon the deposit with the Trustee of sufficient money and Government Secu- rities (such sufficiency being determined as provided in paragraph (b) he=reof,) £Ax-. the:. retirement. o£: �n_y_. particular_ Bond_ or. Bonds, all liability of the Village in respect of such Bond or Bonds shall.. cease, determine anal: b_ e_.c-o:mpletely discharged and the hold- ers thereof shall thereaft-er-be entitled only:to payment out of the money and the proceeds of the Government Securities deposited with the Trustee as aforesaid for their payment, subject to the provisions of paragraph (d). However, if the Trustee, on advice of counsel, shall c-one-lude-that the determination and discharge of the Village's liability hereunder, upon the deposit of Govern- ment Securities with the Trustee as above provided, would or might result in rendering the interest on any of the Bonds sub- ject to federal income taxation, the Trustee shall so notify the -38- Village in writing and shall:- refuse^to,accept_ such = deposit unless the Village shall execute and c�liver to the Trustee a supple - mental ordinance- meeting the requirements of the next sentence hereof. Such supplemental ordinance shall provide (a) that so 1949_44;, said deposit of money and Government Securities remains sufficient for its purposes and in the hands of the Trustee, none of the covenants herein appearing except for the covenant of .the Village to-pay the Bonds as.to,principaland. interest and the coveYant,n©t_to- affect_ the- - tax-exempt status of interest.on the Bonds shall be enforceable or enforced against the Village.. Said supplemental ordinance shall further provide that whenever the monies and_Government_Securities in such deposit shall become i.nsuffcient_ for t13e _ purpose : - thereof_ -the; Trustee shall._immedi- ately so notify the Village and - thereupon - all - -provisions of this Ordinance., shall again become €ally enforceable:and shall be en- f,oxced -.by the ::Trustee;-.= _.:._( )_._:Unclaimed Monies. _:The: Trustee shall continue to hold in trust all monies held by it for the payment of principal of and interest= on ,the, -Bonds until. �a aid--Bonds- shai.?_.�haye,:been: presented for pay nt�, �fter_tbq exparat on of -the pertinent statute -_of limitations (as to which. the _Trustee -.may rely upon counsel of its own choosing), any money remains unclaimed, the Trustee shall,._ pay- s,ai_d money over to-the- Village for use for any lawful corporate- purpose. -.car, -shall pay -such money as is then otherwise, - provided bylaw. Section 16.. Supplemental Ordinances. Supplemental_ or: inances may; be passed _a,s follows: (a) Supplemental Ordinances Not Requiring Consent of Bondholders. The Village by the Corporate Authorities,_and the Trustee-from-:time to time and at anytime, subject to the condi- tions and restrictions in this Ordinance.,contained,,_may_pass -and accept an ordinance or ordinances supplemental hereto, which ordinance or ordinances thereafter shall. form !-_.part hereof, for any one or more of the following purposes: add to the_covenants and agreements of the Village in this Ordinance contained, other covenants and _;,agreements thereafter to be observed or to surrender, restrict or limit any_,ri- ght.or power herein reserved to or conferred.upon the_-Village; (ii) To make such provisions for the purpose of curing :.any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Ordinance, or in regard to matters or questions arising under this Ordinance, as the --- Village -may deem necessary or desirable and not inconsistent with this Ordinance and which in the opinion of the Trustee shall not adversely affect -the interests - -of the registered owners of the Bonds; -39- (iii) To designate one or more bond registrars or paying agents; :.,To comply- with the provi si oils -of -Section 15 ,(c) hereof when money- and -the,�Government�Siacur-ities-designated --therein sufficient-to-provide for the retirement of Bonds shall have been deposited with'the Trustee; and -as-to-,Bonds which-lare7authibrized but-unissued hereunder; to .. change the- amount of Bonds authorized, or to change in any-way the terms-upon-which such Bonds--may- be, issued sued or- secured-.. Any supplemental ordinance authorized by the provisions of this Section- mav--be,-passed by the Village and accepted by the Trustee W-tthout---the—;"c-O—n,-se,n-t"-OfLor' notice-, to the.-I,registered owners of any of--the--Bonds.-at the time - outstanding; . notwithstanding: any of= the--p:�o,,�izions,of--par'a-graph,(b)�of this-Section, but the ,:.--.- Trustee shall-,not be-obligated,to accept any such-supplemental ordinance which affects the Trustee's own- rights, --duties or"immu- nities under this Ordinance or otherwise. (b) Supplemental Ordinances Requiring Consent of Bond- holders. With the consent (evidenced as provided in Section 14) of the registered owners,of not less than 51% in aggregate prin- cipal amount of the Bonds- at the time outstanding, the Village, by the Corporate Authorities may pass, and the Trustee may accept from time to time and at any time an ordinance or ordinances supplemental hereto for the purpose of adding any-provisions to or-changing in any manner the: . provisions I. of or eliminating any of --- this-Ordinance-or of any supplemental ordinance;-provided that no such modification or amendment shall extend the maturity or reduce the-interest�r-ate -on-or-otherwise alter.or impair-the obligation of--the Village to:_pay the principal--and interest at-the time and piace and at the rate and in the occurrence provided therein of any Bond without the express consent of the registered owner of such Bond, - or permit - the creation--of a preference--or priority of any Bond or Bonds over any other Bond or Bonds ' or reduce the percentage of Bonds required for the affirmative vote or written consent to an amendment or modification, or deprive the registered owners of the Bonds (except as aforesaid) of the right to payment of the Bonds from the taxes pledged thereto without the consent of the registered owners of all the Bonds (as the case may be) then outstanding. Upon receipt by the Trustee of a certified copy of such ordinance and upon the filing with the Trustee of evidence of the consent of Bondholders, as aforesaid, the Trustee shall accept unless such supplemental ordinance affects the Trustee's own rights, duties or immunities under this Ordinance or otherwise, in which cause the Trustee may in its discretion, but shall not be obligated to, accept into such supplemental ordinance. -40- •1 `b It shall not be necessary for the consent of the Bond - holders under this paragraph to approve the particular form of any proposed supplemental ordinance, but it shall be sufficient if such consent shall'a . _ pprove the substance = thereof -: _- Promptly7after the passage by the Village and the accep- tance by the Trustee of any supplemental ordinance pursuant to the provisions of this paragraph, the Village shall publish a notice, setting .-forth in general terms the= "substance -of such supplemental ordinance, at least once in a financial newspaper or journal printed in the English language, customarily published on each business day and of general- circulation -among dealers in municipal securities in the City of New York, new York. If, because of temporary - -or permanent °'suspension of -'the publication or general circulation of any financial- newspaper or journal or for any other reason it is impossible or impractical to publish such notice of supplemental ordinance -in the manner herein - provided- -- then - -such publication_ in- lieu thereof as shall be made with - - -the approval- -of= theeTrustee` shall- constitute`sufficient publication lof --n©tice: Any fai lure =of = -the Village t-6Zg ven such faotice,- or"any= defect therein, shall not, however, in any way impair or -affect- -the validity-of any such supple-mental-ordinance. -- .(c) Supplemental Ordinance to Modify this Ordinance. Upon the execution of any supplemental ordinance pursuant to the provisions of this Section, this Ordinance shall be modified and amended in accordance therewith and the respective rights, duties and obligations under this Ordinance of the Village, the Trustee and all registered owners of Bonds outstanding thereunder shall thereafter be determined, exercised and enforced hereunder sub- ject in all respects to such modification and amendments, and all the terms and conditions of any such supplemental ordinance shall ..be -and be deemed to be part of the terms and conditions of this Ordinance _for -any and all "purposes: -- (d) Trustee May--Rely--Upon-Opinion of- Counsel Re Supplemental Ordnance. Subject to the pro T. G.. ns "of Section -__ 13(b) the Trustee -may receive -an opinion-of counsel as conclusive evidence that any supplemental ordinance executed pursuant to the Provisions of this.- Section - complies -.with the- requirements of this Section. (e) Notation on Bonds. Bonds auk ^enticated and deliv- ered- after- the = execution of any supplemental ordinance pursuant to the provisions of this Section may bear a notation, in form approved by the Trustee, as to any matter provided for in such supplemental ordinance, and if such supplemental ordinance shall so provide, new bonds, so modified as to conform, in the opinion of the Trustee and the Corporate Authorities, to any modification of this Ordinance contained in any such supplemental ordinance, may be prepared by the Village, authenticated by the Bond Regis- trar and delivered without cost to the registered owners of the Bonds then outstanding, upon surrender -for cancellation of such Bonds, in equal aggregate principal amounts. MISC � • , 91 Section 17. This,-Ordinance a Contract. - The provisions of this Ordinance- shail.co4@titute__a contract between the Village and the registered owners of the Bonds, and upon the acceptance o €'the duties hereunder between the Village and the Trustee, and no changes; additions or alterations -q,f a __ny knd;,sha.11_be made hereto, except as herein provided. Section- 18. - ..Partial.- I'nvalidity..: _,If;_an section] ara- graph,_ clause or_pr9Vi.sign - of this: Ordinance_ shall,;be held_ invalid,__the,invalidj.ty -of such - section, paragraph, clause or provision shall not affect any of the other provisions of this Ordinance Section 19. Registered Form. The Village recognizes that the Internal :Revenue Code requires the,3orids- o he_ ssued and to remain in fully registered form in order that interest thereon is-exempt from federal income taxation under laws in force at the time the Bonds are delivered. In this connection, the Village agrees -that it-will-not-take any action to_permt. the Bonds to be issued in, or converted into, bearer or coupon form. - - -- — - e...... ect on 20.- List of - Bondholders. The Bond eg stray s .11-maintain�a names_- and�addresses_of -the holders of -all Bonds and upon any transfer shall add the name and address of the new Bondholder and eliminate__the.,name and address of the transferor Bondholder._. - -, Section 21. Riahts and Duties of Bond Re istrar. If requested by the Bond Registrar, the Village President and Village Clerk are authorized to execute the Bond Registrar's standard form of agreement between the Village and the Bond Registrar with -42- respect td- thei ubl'i-gati:6ns.-., and -'_duties of-- the:-Bond R.6igistrar here- under-.. which may include the. fGllowing,:._,,_ to. act as- sond- P-egi s,_trar_Y-.I authent-i cating- agent, paying agent and transfer agent as provided herein; ---.to.- maintain: : a, _list of Bondholders as, set forth herein and to furnish such list to the Village upon request, but otherwise to keep such list confiden- tial; 7: (c) to cancel and/--or destroy Bonds which have been paid at-matu-r-it.y.-or u�on- ' :ea_rlier. redemption or submitted for exchange or transfer; (d) to furnish the Village at least annually a ificat xesp:ect,.to Bonds -cancelled- and/or destroyed; and (e) to furnish the Village at least annually an audit confirmation of:Bonds paid, Bonds outstanding:-and payments made with respect to interest on the Bonds. The Village Clerk of the Village is hereby directed to I- file a certified copy of this Ordinance with the Bond Registrar. Section 22. Other Agreements. The Village President and the Village Clerk are hereby authorized to execute and deliver on behalf of the Village such other documents, agreements and certificates consistent with the terms of this Ordinance, which the Village President or the Vi1 1 age Clerk shall _11 deem necessary or appropriate in order to effectuate the intent and purposes of this Ordinance. Section 23. Prior Inconsistent Proceedings., A 1 11 o . rdi- nances, resolutions or orders, or parts thereof, in conflict with the provisions of this Ordinance, are to the extent of such con- flict hereby repealed. -43- - Section 24. - Immunity- of- Officer -s, Employees and Members of Village. No recourse shall be had for the payment of the principal of or interest 'on any of- the - _Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Bond Ordinance contained 'against -any past; present or future officer, director, member, employee or agent of the Village, or of any successor public corporation, as such, either directly or through the Village or any -- successor public - corporation; under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such officers, directors, members, employees or agents as such is hereby expressly waived- and- released'as a condition of and consideration for the passage of this Bond Ordinance and the issuance of such Bonds. Section 25. Effective Date. This Ordinance shall be in full force and effect upon its passage and approval-as Provided _ 2y-- -.lawZ �:.Thi.s- Ordinaric.e -will -not be- codified. Passed on November 3, 1986. AYES: 4 - Marienthal, Glover, Reid, Shields NAYS:-. 2 - O'Reilly, Kowalski ABSENT: 0 - None Attest:' 7 ` I Village Clerk\of Buffalo Grove, Cook and Lake Counties, Illinois (SEAL) (821/V) Village President of Bu alo Grove, Cook and Lake Counties, Illinois X1-12 � � � )� 1 � LIESE6dMOX16u SBgQII? e98QEL = 05 8CEEE Property commonly known as the Lieberman/Taxman (Brott) parcel consisting of approximately 7.5 acres located within the boundaries of Illinois Route 33, Lake Cook Road and Buffalo Grove Road. Buffalo - Grove'. Lake County, Illinois and legally described as follows: That part of the Southwest 1/4 of the Northwest 1/4 of Section 33, Township 43 North, Range 11 East of the Third Principal Meridian, described as follows: Commencing at the intersection of the center line of State Aid Route No. 33 and the South Line of said Quarter Quarter Section, (said point being 142.7 feet East of the Southwest corner of said Quarter Section); thence Northwesterly along the center line of said State Aid Route No. 33 for a distance of 907.7 feet to its intersection with the center line of State Aid Route No. 16, (•also known as State Bond Issue Route No. 83) as shown on the Plat recorded November 5, 1931, as Document 374979 in Book "W" of Plats. Page 20, 21, and 22; thence Southeasterly along the center line of said State Aid Route No. 16, to its intersection with the South line of said Quarter Quarter Section; thence West along with the South line of said Quarter Quarter Section to the place of beginning excepting from the aforedescribed tract of land all that part thereof heretofore dedicated for Buffalo Grove Road and Illinois Route No. 83 (S.A.R. No. 16) by Plat of Dedication recorded January 20, 1969 as Document Number 1408038, Lake County, Illinois, and also excepting therefrom that part of the Southwest 1/4 of the Northwest 1/4 of Section 33, aforesaid, described as follows: Note the East line of Buffalo Grove Road is considered as "due North ", for the follcwing courses: Beginning at the intersection of the said East line of Buffalo Grove Road being 50 feet East"of the center line thereof, and the Southwesterly line of Route 83, being 50 feet Southwesterly of the center line of the straight Portion of said road. according to the Plat of Dedication of said roads, Document Number 1408031, Recorded January 20, 1969; thence South 47 degrees 37 minutes East along said Southwesterly line, 56.66 feet to the point of tangency of a curved line, equals_ the point of beginning of this tract of land Me radius of said curve is 25 Feet and is also tangint to the aforesaid East line Of Buffalo Grove Road); thence continuing South 47 degrees 37 minutes East along the Southwesterly :ire of Routs 83 303.46 feet; thence South 71 degrees 18 minutes 40 sic :njs West, 2J0.31 feet to a point in the said East line of Buffalo Grove Road; thence due North, on said line, 276.07 feet to the point of tangency of said curve of radius of 25.0 feet; thence- Northeasterly on said curve. convex to the North, a distance of 57.76 feet to the point of beginning, in Lake County, Illinois. H N: 15 -33- 100 -010 • CIE @EBC8dLI8xd8d SP!BIIZ e9B�EL = 2A 8�8EE Property commonly known-as the Lieberman /Taxman (Platt) parcel ,.consisting .of- ,approximately 9. _ acres--located within- t',P `boundaries of Illinois Route 83,_Lake CookRoad'and Buffalo Grove 'Road; Lake d legally described as follows: _That Part of the-Southwest quarter of Section 33, Township 43 North, Range 11, East of the Third Principal Meridian, described as follows: Commencing at a Point in the center line of McHenry Road, said point being_736,feet.South..of t-he North Line of said ` outhwe5t .'Duar�t'�r,.; as`�measured -Along the` "center l ine of McHenry Road,,thence South 9 degrees 36 minutes 18 seconds.,East. along said center'fne "'209.75 feet to the p'uinf -of `beginning of _ the property intended to be described; thence South 89 degrees 39 `minutes West, 463.36 feet; thence.South 3 de. A ?re_s 20 _mi_nutes._ 9 seconds East, 488.6$_ fze.t rtq;the "No- rtheast corner of,,propLLe.,rty oanveyed' to Francis_Kuhn`bY Oeed recorded as document number 241081; thence South 6 degrees 57 minutes 28 seconds East, 333.90 -feet to the `Soutl line of _proPert;.y,`c,qnvzY,ed to lohr Popp as ; ._per document number ''146430; ''thence `Noct`h 89 degrees 18 minutes _ 25 seconds East along said South line, 532.52 feet to the Center Line of McHenry., Road; 'thence North`9.desrers 36 minutes.. 18 .seconds `We s t_'along said center line, 327.28 feet to the Point of beginning (excepting therefrom that part thereof falling it McHenry Road as used and dedicated, including that Part.convey_a(.4 to the'"County of Lake'b'y Instrument..recorded June 19, 1974 ,document 1668534), in La as ke,County,, Illinois. l r dEd�EB54d e9�CEL = x_1264 EKE m Pr.operty commonly :_ -S_ known as the Henderson parcel consisting- of, approximately. '5.1964. _ a,�_ret -Iccatzd within the boundaries. of` Il7:inois= Route 83, 'Laake Cook' Road and Buffalo Grove Road, Buffalo Grove, Lake County, Illinois and legally described as follows: That Par.t - of ,the. Sou_t.h , w,est_ .1/4 o-f. Sect i o -n. 33,^ Tow nsh i,p 43 Range 1), East of the Third Principal Meridian, described tas follows: Commencing at the intersection of the center line of Route 83 and the South line of said South West 1/4 of Section 33, said po_in ` being. $82.40 feet Wgs`t' or_ t:h;e: South; East corner of sai`o youth_ `Test` 1%4 of.. Sect ion' 33; thence Ncrtherly along the Center Line, of :State „ou�e 8�3,. `;beinag a; curved line, conv`exed' W_e,s,terly an.d having-” a`'radiu`s of 14 -7-0 'f'ee't, `�a distan'ce "cif 110.50 feet, more or less, to a point which is 108.0 feet North of the South 1 ine of isa:d` South West. i i4 of S'e-ct'ion 32; E thence Nb th 89 -_`d;egr_e_es`I `minutes 3b 'seconds' lWe'st p`a`ra11e1�' wijh ::the South line of the- South- West 1/4- `of said Section 33, 378.0 feet; thence North 00 degrees 30 minutes East, 45.45 feet; thence North 81 degrees West` - 183.90 `feet ;' ^`t'h`ence North` T3 degrees 5�_ _ minutes We,s.t, 215.71 feet t_o the point of be.g.inning of the property intended to be described; thence North 13 degrees 5e5 minutes West, 33.6 feet; thence East, 518.76 feet to a point in the Center Line of State Route 83, said point being 442.0 feet No,rt.herI y of the South line of the Soutf�° West 1.`4 of said Sect ion 33' (as me :asured a.lo-ng the- center l i_ne of ,-aid Route 83 and: said Center Line extended Southerly); t- hence North- 9 ' degrees 25 minutes 42 seconds West along said center line, 66.0 feet; thence South 89 degrees 25 minutes 47 seconds west, 20.0 feet; thence North 9 degrees 25 minutes 42 seconds .Jest along a line parallel with the center line of State Route 83, 412.0 feet to the South line of Popp property as per document 146430; thence South 89 degrees 25 minutes 47 seconds West along said South line 391.16 feet; thence South 00 degrees 45 minutes 26 seconds East, 428.25 feet to the North East corner of Lot 1 of Firnbach subdivision as Per Plat, recorded as document 10320!3; thence South 2 degrees 08 minutes 22 seconds West along the East line of said Lot 1, 24.11 feet to a corner of said Lot I; thence South 22 Degrees -IF, minutes East along the East line of Lots I and 2 of said Firnba -�. Subdivision, 72.02 feet to a Print 61.15 feet North of the SOUtf, East corner of said Lot 2; thence North 86 degrees 40 minutes East, 201.50 feet to the point of ueginning (except that part taken for widening of State Route 8.3),, in Lake County, Illinois. PIN: 15 -3?- 300 -04'? 15 -33- 300 -050 LIBEKY QME e?2QEL = IQ 8CEEE Property commonly known as the Liberty Bank parcel consisting of. 4a c.cximateIy 10.a�res,loc -ted With -i:n t:he b.oundaries..of Illinois Route 33, Lake Cook Road`a)J$uffaIo ,rove Road, BuffaIa Grove, Lake'County. Illinois and legally CI escribed as follows: That part of the Southwest Quarter of Sec�t.ior,. 3�. Township 43 "forth; Rangy 11 --East 0f the Third _Princ-i Pa- 1 fteri'dian, descr .;_. follows: Commencing at the intersection of the renter line cr^ Fuffalo- Grove Road and the 'Jorti• _ine of said Southwest Ouarter _thence Scuth 6 degr.ee.s 57 mir,ut a5 ;eca.nds B.;,•,t, aloe° Center line of T6uf'f31 o Gr = . _ y o r R ..,- '6� `f et' rtu she polr�t cr" b ?inning of the Lpreperty trtt_„ i to `_.e - Jescribe -,; thence cE 7? ri•-45 feet t t(Iefitt Ii SQt`h J dr`� :� r.n mInIJYt. . Secorld�` C � , /1 J L V 7 V, `�_ cE5•. Fce't t'o the `Jortheait r a* property conveyed to Francis .Kuhn by Dyed recorded as DGCfjr1ert No•. 41081; t' tlan;:e �.0 h 9 degrees ��.rillfUt`e�. „s 1JeSt,, aluns .t� Nort�'1�� n O f .. .. •�I e S rirdp rty conveyed tp E' Fra n` - 1: uf,n " f2.e °t° to th. Center Line of Buffalo Gro•..e R!- 4 ►'.pence North c: degrees 57 mir. ,j tes 28 seconds West; aIcr;`, ;can ±ter ,i'i ^E, 676.-,76- feet to t•`,e point of beginning (once ,-,t ;n; t' ��refrom t1,N '�'e;terI y 50.0 feet thereof) in Lake ::oun:y. `I1 1 ir, (Jis• 0 `r DLTlYL�Si '��gYyL :2_&22Z Property commonly known' as the Santoro parcel consistin, f aFprox mately 2.039T acre -s Loc:ate'd within' Fie boundaries,-O� Illinois Route 83,�Lake -Cook Road and Buffalo Grove Road, Buffalo Grove, Lake County, Ilrinois and legally described as follows: That part of -. the .So -u.th West. Quarter. of Sect iar 33, Township 43 North, Range` 11, East' of the 3rd P.ft., bounded by a fine described as follows: Commencing at the intersection of the East line of Old School Lot with the North.line of the South 108 feet of said -South; -,Werij >�uar,ter -Cs.ai-d- N-ar_fk Li'ni having a bearing North 89 -- degree's If. minut -es' 30 seconds "West ) thence North 1 degree 31 minutes 20''seconds:`East on the East Line of the said Old School Lot ' for a-- distance -of 11'40 feet to the NortF4r;ly eight of tray line of proposed Lake -Cook Road (the distance_ of this • point from- :the po -in t ..of commencement be•i,ng' described , in legal description of Tra'c't 15 -02e of _proposed lake -Cook` Road` -as 10.81 feet) for a point of beginning; thence North 66- degrees 03 minutes 53 seconds East on sa.i.d Northerly right of Way lying for a distance of , '44.07 feet- (-said- -distance being shown in legal description of aforesaid Tract 15 -028 as 45.33 feet) to a point of4Curvature: thence North Easterly along a curve line, convex Northerly, having a radius of 2346.33 feet (chord bearing North 68 degrees 53 minutes 53 seconds East) on the arc distance 232.09 feet; thence North 28 degrees 10 minutes "111. seconds East for a 'istance of 28.87 feet to a point on a line 55 feet Westerly of and parallel with the center line of `Mate Route 83 as said center line as described in Occument 366270, recorded March 17, 1931 said parallel line being the Westerly right of way line of the proposed widening of State Route 83, as appears in legal - description of _aforesaid Tract 15 -028; thence Northwesterly along said parallel line to the North Line of the following described Premises; (that part of the South West Quarter of Section 33,• Township 43 North, Range 11, East of the 3rd P.M., bounded by a line described as follows: Commencing at the intersection of th -e . Center Line of State Route 83 and the South Line of the said South West Quarter of Section 33, said point being 882.40 feet West of the South East corner of the S.-aid South Jest :quarter of Section 33; thence Northerly along the =enter line of State Rout '3 being a curved line convex Wastarly and having a radius of 1432.70 feet, a distance of 110.50 feet, more or less, to a paint which is 108 feet North of the Scutf) line cF said South West Quarter�of Section 33, being the South Test corner and point of beginning of this description; thence North .g9 degrees 12 minutes 30 seconds West parallel with the South Line of the South West Quarter of Section '.33, 377.01 feet (dee; = West, 378 feet) to the Easterly line of the Old School Lot thence North 01 degrees 31 minutes 20 seconds East. 51.05 feat :c tF,e Nort- East corn :r of the Old School Lot (deed = North, 00 Jagrees 3r' minute: no seconds East, 45.45 feet): t`:ence ;1 degrees 02 minut >; 2= seconds West along the Northerly 1 ire of the Oi.j Schoo' Let, 183.90 feet (deed = North, 811 de-grees C': rnin .-jte; 00 s s SMIM e864EL 8CEE5 Page -2- _.West,..183.90 feet44 thence North 11 degrees 33 minutes 16 seconds _West - 24$.97 feet' (deed. NP' 1- kha,. 43- degrees -.55, minutes 00 seconds .West);' thence_Easi 51 .'6 feet to a Point on the center line of State Route 83, thence South 08 degrees 48 minutes 00 seconds East along the center line of said road, 13.26 feet to a point of curve; thence South.Easterly,a:lcng the z� enter line of.sa d: road, being a curved nine convex to the West and_havng a� radius of 1432.70 feet, 328.04 feet. arc measure, to the place of beginning); thence West on said -North Line and continuing South - .Easterly,,_FEasterjy- and...Sautherly along _tlie bqundaries of; -said premises to_...the place -of beginning, excepting from above described Tract that-- par-1 falling in Lot 1, of, Town.. Center - Subdivision, -recorded October -l7; -197z as- Oocument�1953929, in Lake Illinois. _ PiN: 15- 33 -3CO -028 15- 33- 300 -042 ZMJEEtM 282CEL = 2_Z 6CBEa Property commonly known as the Zimmerman Parcel consisting of a-P�p'roxim%a4e-,1y 2e_17 acre;s,, lo�cated within_ t'h,e-, b a un da,r i a s Of. ' - Ro u t e 83', Lake= Cook- Ro ad and 9u F fa'] Q_ Z Bu r Fa l 0 Grove, County',' '11 I:i'nois :`a*n-`d 'legal l d-escribed as fal lows: That I part of -t-he S�outh-AJest 114z a ' F S e c"t - lio;n,33, Township 43 No-rth, R,'aln,'q 4' 1q , "E_d's"t" 0"f' t'h e-. 7-K ilf"d 'P-r i n'c i p a1 M e r i d i an , described a s follows: Commencing at the intersection of the center line of Buffalo Grove Road and the North Line of said South West t-h-e . n c-e S a u t-h-- : 6 degr44's 57-,mihVt'e-s �287s!?cV"s_ :E,a-sA' said C74761'e'r" ' Ur4, `722 - 4-0 <� "Fe e t' t a: � I -h e 'p'o"i,n t of - -beginning , of the property intended to be describe=d; A h en,c e- 't :Eas t.' 1153 - 13L -feet - t o a i:r� 't-We feet South of the North Line of said South West 1/4 (as measured along the center line of McHenry Road); thence-South 9 degrees 36 minutes 19 seconds East along said Center Line. 209-75 feet; thence South 89 degrees 39 minutes West, 463-36 feet; thence North 3 degrees 20 minutes 9 seconds West, 176-94 feet; thence West 710-45 feet to the center line of Buffalo Grove Road; thence North 6 degrees 57 minutes 28 seconds West along said Center Line, 33-24 feet to the point of beginning, (except the Westerly 50.4 feet as measured along the Northerly line thereof), in Lake County, Illinois. PITN: 15-33-300-052 . 15-33-300-046 DQEfd P88CEL Property commonly known as the Ooetsch parcel consisting of 40prtxi�tiately '15.4 53' acres`; located u1 1 them boundaries of Illinois Route '83, -Lake-Cook-Road and Buffalo Grove°Road, Buffalo Grove, Lake County, Illinois and legally described as follows: That part ofySectfih'33 ttTownship"43 "Norih, - RangeM'I'f;� °Eaef of`the Third Principal Meridian; to -wit: Commencing 2 chains cast of the Quarter Section corner on the West Line of Section 33 in the center of Chicago and McHenry Road; thence Sough 7 degrees cast 10 chains and 94 links e thenc North 89-degreeg,'East 17''chains. and -:,73 links; 't'hence N6rth 9'degrees West 10 chains and 95 1/2 links;, thence -best 17 chains to the point =df= beginning `='lying West' of the cen'tiF line of S1ate_Aid °Route I6 (Il1.Route 83) as Per document 374979 (excepting from the above described premises the' =West 249.32 feet,- ''as"measured�en tthe °-Nort4y, and South ``L.ines I'S eRe6f, f sSe'`Nbrlh' 208.35 feet of`the`SoUfh`45411 feet, as measured at right angles-'to the'South Line thereof, and also except,-that part conveyed by the Oeed to the-Village_ - -of Buffalo Grove recorded February 27, 1984, as Document 2269153), in Lake County, Illinois: PIN: 15 -33 -3300- 056 -OC21 .w QEESHEEEE.- 29RCEL__ 2_2 ACBEE Property commonly known as the Gershefke parcel consisting of approximately 2.9 acres located;uithin the boundaries of:Illinois route 83;:.._ Lake Cook. Road�and_8uffa.la '1 0-e Road, 8'.ffaIo- Grove, Lake County, Illinois and legally described as follows: Parcel 1: That part of the South West_Qwarter of,Sect ion-33, Township 43 North,- Range Ii;` East of��the`3rd P:f1'., described'a5 follows: Beginning on the South line of said South West Quarter of Section 33 at a point.952.6_feet West from the South East corner thereof; thence. North 9 degrees 37 1/2, minutes. West along„ the_ Center :__Line tangent and center. 1 in:e- of State Roote�;No:`'83 508 feet to the South East, corner. and point of. beginning. ofa tbiis. adescript ion, thence West parallel to the-SOuth l'ine'of said South West Quarter of Section-33'9--280 feet; thence-North 9 degrees.37' %2 minutes West aarallel to the center line of State Route- No. 83, 200 feet; thence Eas1-280` .feeli_ to the canter' OP-S,taieeRou- te::N o. ,- 83; thence Spyth..;:9 -degrees,--'37 �/2 minutes East 200 feet to-the place of beginning,-- 'in,.Lake -- County, Illinois. ..j F. Parcel That part of the South West Quarter of Section 33, Township 43 North, Range I'1, East of the 3rd P.M., described as beginning on the South Line of said South West Quarter, Section 33 at a point 952.6 feet West from the South East corner of said South West Quarter of Section 33; thence North 9 degrees 37 1/2 minutes :Jest along the center line tangent and center line of State Route No 83 708 feet to the South East corner and place of beginning of this description; thence West parallel to the South line of the South West Quarter of Section 33, 220 feet; thence .North 9 degrees 37 1/2 minutes West parallel to the center line of State Route No. 83, 212 feet; thence East 220 feet to the center of State Route No. 83; thence South 9 degrees 37 1/2 minutes East along the center line of State Route No. 83, 212 feet to the Place of beginning, in Like County, Illinois. Parcel 3: That part of the South West Quarter of Section 33, Township 43 North, Range 11, East of the 3rd P.M., described as follows: Beginning on the South line of said Sou`_h 'Jest Cuarter of Section 33 at a point 952.6 feet West from the South East corner thereof; thence North 9 degrees 37 1/2 minutes West along the Center Line tangent and center line of State Route "to. 83, 708 fe -et; thence West parallel to the South line of said South West Quarter of Section 33,' 220 feet to the South East corner and point of beginning of this description; thence West o0 feet;'thence ".1crth 9 degrees 37 1/2 minutes West 212 feet; thence East 60 feet; thence South 9 degrees 37 1/2 minutes East 212 feet to the place OF beginning, in Lake County, Illinois. PIN: 15 -33- 300 -020 15 -33- 300 -02, • $HELL QiL eeaCEL = _663 6CaE$ P.raPer,ty commonly known, a the :Shy' 1 „Oi=,1 �p�rceJ_ , �c,ans,rist i I of Yappro.x,imately .663 acres "`locafed wi`thiri C fhe �toun-daries of `I "l i inoi:s Ro'u`te 83, Lake Cook Road 3�d Buffal,.o, Grove Road,- Buffalo GroV'e, Lake Cour.'tY-.-- 11jinolis and IeQ -ally described as fo11oL.S: Lot I in the' ownpfcnter' ;Su15di-vis gin, ?ction 33. TownSh'ip 43 North Range li East 15 -?3- 305 -ran 1 ML MIECd e6BEEL = IA 6CEEE Property commonly known as the Paul Ooetsch parcel consisting of approximately 1.9 acres located within the boundaries of Illinois Route 83, Lake Cook Road and Buffalo Grove Road, Buffalo Grove. Lake County, Illinois and legally described as follows: The West 249.32 feet, as measured on the North and South lines thereof, of the North 203.35 feet of the South 454.11 feet, as measured at right angles to the South line thereof, of the following described tract of land, to wit: That part of Section 33, Township 43 North, Range 11 East of the 3rd Principal Meridian, to —wit: Commencing 2 chains East of the. quarter section corner on the West line of Section 33 in the center of Chicago & McHenry Road; thence South 7 degrees East 10 chains and. 94 links; thence North 89 degrees East 17 chains and 73 links; thence North 9 degrees West 10 chains and 95 1/2 links; thence West 17 chains to the place of beginning, lying West of the Center Line of State Aid Route 16 (Illinois Route 83) as per Oacument. Number 374979, in Lake County, Illinois. PIN: 15 -33 -300 -060 SIMQ880 QIL_18UQCQI E82CEL = LQSZ 8Q8ES Property commonly known as the standard Oil (Amoco) parcel, consisting of approximately .937 acres located within the ..boundaries of Illinois Route 83,.Lake Cook Road and Buffalo Grove `Road," Bur faho Grove; Lake Cour -ty, Illinois and legally described as follows: That part of'th? Southwest 1,,`4 of the Northwest 1 %4 of Section 33, Township 43 North, Ran-3e 11 East of the Third Principal Meridian, described as follo1.-s 'Note•_ -The South Line of afore.s.iad Northwest 1 /4_r,f Section 33 is e0bsideredtas-: =,bearing= cC-g'str =•'test- for 1, r fol.l�uing coursers Commencing,. -at the Southwest corner o`f aforesaid Northwest 114, thence due East in,the South line of aforesaid. Northwest 1/4, a distance of 193.02 feet to a point in the East line of Buffalo t Grove Road as shown on the - p-l-a of dedication for part . of Buffalo Grove Road and Illinois.R,out._e_ reccrd ?d- on January. L0, 1969 in _Flat Book 47 on Page 30 as Document No. 1403033; thence North 6 degrees 29 minutes best in aforesaid East ling, • ,zing 50 feet Easterly of the center 'ine of aforesaid Buffalo Grove Road as measured at right'angleS. (3s Per Document No. 51116"35) a distance of 446.54 feet to a point that is 27,5.07 feet Southerly or +�? Point of curve whose radius is 25 fp et. as shown on aforesaid, Plat of dedication, for the point of ba.ginning of the f- ll�wtn, described tract of land; thence North 6 degrees 29 minutes West in aforesaid East line, a distance of 27.02 feet to a pord t thence North 2 de-grees 31 minutes.25 seconds West in the widene East line of Buffalo Grove Road a distance of 236.51 feet to a Point of tangency with a curved line; thence Northeasterly and Southeasterly in said curved line. tangent to last described line, having a radius of 25 feet, an arc distance of 56.04 feet to a point in the Westerly right -of -way line of aforesaid described Route 33; thence South 54 degrees 06 minutes East in .aforesaid Westerly right -of -way 1irl�� 3 distance of 281.44 feet to a Point; thence South 64 de-grees 49 minutes 40 seconds West in a line a distance of 230.31 feet to the- point of be- ginning in Lake County, Illinois. PJ.N: 15- 23 -11: -001 f ., ` Ia ty EXHIBIT B BOND PURCHASE AGREEMENT THIS BOND PURCHASE AGREEMENT dated as of December 30, 1986, is by and between the Village of Buffalo Grove, Cook and Lake Counties, Illinois, a municipality duly organized and validly existing under the laws and Constitution of the State of Illinois (the "Issuer "), and Buffalo Grove .Town Center Partnership, an Illinois Limited Partnership (the "Purchaser ")_ SEQ- T,-ION 14 -- zRepresentations and Warranties The Issuer.:represents and warrants that 1.1. Authority: Pursuant to the Tax :Increment Allocaw{ -. tion Redevelopment.Act, -as amended (the "Act "), the Issuer has heretofore approved a Redevelopment Plan and Project,(I:he "PlanA) and designated a Redevelopment Project Area (the=- "Area ") within its-corporate-limits and in connection therewith has adopted tax increment allocation financing in order-to pay_.,a:portion . of the redevelopment project costs for the project described in the Plan. By Ordinance Number 86 -66, adopted by the President and the Board of Trustees of the Issuer on the 3rd day of November, 1986 (the "Bond Ordinance "), the_Issuer,has authorized $8,500,000 Tax Increment Allocation Revenue Bonds, Series 1986 (Buffalo Grove Town Center District Tax Increment Redevelopment Project)(the "Bonds"). The Issuer further warrants and represents that the execution and delivery of this Bond Purchase Agreement and the Bonds are within its authority, have been duly authorized by proper proceedings, and will not contravene any provision of applicable law or any judgment, action, decree, agreement or instrument binding on it and that the Bond Ordinance was duly adopted -by the Issuer ands in full force and effect without. amendment thereto. 1.2'. Use of Proceeds.- The-accrued interest received by the Issuer upon the sale of the Bonds and capitalized interes in an amount equal to $1,500,000 will be deposited into the Princt i- pal and Interest Account of the .Incremental Taxes Fund as provided in the Bond Ordinance. From the balance of the proceeds of the Bonds an amount shall be allocated and shall be held and disbursed for the payment of expenses incurred in the issuance of the Bonds and all remaining proceeds shall be deposited into the Project Fund, all as provided in the Bond Ordinance. The Issuer further represents and warrants that funds on deposit in the Project Fund shall be used only to pay or to reimburse the Issuer for Project Costs as defined in the Bond Ordinance. -47- 1.3. Litigation and Governmental Authorization. There is no action or proceeding pending, or to the knowledge of the Issuer, threatened by or against- the.-Issuer before any court or administrative agency which might adversely affect the authority or ability of the Issuer to perform its obligations under the Bond Ordinance or the-Bonds.. All_.authorizations, consents and approvals of governmental bodies or agencies required in connec- tion with the execution and delivery of the Bonds and this Bond Purchase. Agreement.;_ or._in._connection with the carrying out by the Issuer,-of its-obligations under-the _'Bonds _and :- -thi s °Bond Purchase Agreement, have been.obtained. SECTION -2. The Bonds..__. 2.1. Issuance of the Bonds The Purchaser agrees, ori_the .terms and:subj_ect...to. the conditions contained in this Bond Purchase Agreement, to purchase from the Issuer, and the Issuer agrees to issue and sell to the Purchaser, the Bonds in the aggregate principal amount of $8,500,000 at a purchase price equal to 100% of the principal.._amount;of -the Bonds, plus accrued interest, - -if : -any, to -the --date of - delivery, which purchase _ price shall. -be paid in immediately available funds. The Bonds shall be designated:'�Village.of Buffalo Grove, Cook and Lake Counties, Illinois, -Tax Increment Allocation - Revenue.Bonds,_.Series... 1,986 (Buffalo Grove Town Centex-District Increment Redevelopment I'r- olectr"-; shall be dated November 1; 1986, and shall also bear the date of authentication thereof, shall be numbered consecutively from 1 upwards, with no two Bonds to bear the same number, shall bear interest on __the outstanding ..pr.ncipa.l....amount of the Bonds -at the rate of ten percent (10 %) per annum, computed as if each calendar year consisted of 360 days and each calendar month con- sisted of 30 days, payable on June 1. and December -l__of each „year commencing June 1, 1987, until the principal thereof shall become due_and.payable and shall.mature on December 1, - 1996.and shall be substantially in the form set-forth--in ;--and subject to -the terms and-Provisions of the Bond Ordinance. The Bonds shall not be deemed to constitute an indebtedness of the Issuer within the meaning o.f any constitutional_.or = statutory provision or limitation, but:are- limited obligations of the Issuer, payable solely from the collection of Incremental Taxes as defined in the Bond Ordin- ance and the amounts-on deposit in.-the various funds and accounts as Provided in _the Bond :_0r-dinance.,- : No .- owner of-any Bond issued under the -Act shall have the right to compel any exercise of the taxing power or any use of the.general_funds.of the_.Issuer to pay the -_Bonds or.the.interest thereon..._ 2.2. Closing. The purchase of the Bonds shall take place at the offices of Keck, Mahin & Cate, 8300 Sears Tower, 233..S. Wacker Drive, Chicago,_Illinois, on such date not later than May 1, 1987, or on a subsequent date to be agreed upon in writing by the Purchaser and the Issuer. -48- k •' C x Y 2.3. Conditions of Purchase of the Bond. The obligation of the Purchaser to purchase the Bonds hereunder is-conditioned upon:. - (1) the fact that at the conclusion of such sale and after the application of any proceeds therefrom no Event.of Default specified in the Bond Ordinance and no event which, with the giving.of notice or lapse of time or both,.would. become such an Event of Default or event of default thereunder (2) the fact that the representations and warranties of _ -- ___ ----- the_ Issuer contained or referred to in Section 1 hereof are true and correct on and as of such date of purchase; upar_ r.ne tq B =r ipt,;byu the, Ptirchas:er.. of the Bonds; receipt= by:American National Bank and Trust-Company of. Chicago,. as. Trustee -under the Bond. Ordinance:.(the "'rustee'•') of fully executed - .copies_ of this Bond Purchase Agr.eement,: •and a:= certified copy - of the= Bond Ordinance; -` (5) receipt by-the Purchaser of an opinion of counsel for the Issuer, dated the date of such purchase and in form - and substance satisfactory to Messrs... Keck, Mahin &.Cate and the Trustee;: (6) receipt by the Purchaser of an opinion of Messrs. Keck., Mahin & ..Cate, Chicago,._ 1.1_lin.ois, - .as__bond counsel,.- in 'a form acceptable to the Trustee, to the effect that the Bonds have been duly authorized, executed and delivered and consti- tute the legal, valid and binding obligations of the_ - Issuer, :enforceable_ in:: accordance with--their terms and to the further effect that interest paid on the Bonds will be excludable from the gross income of the-...recipients= ,thereof for Federal - Yncome tax = purposes; provided that the Issuer complies with :the terms, conditions and covenants of the Bond Ordinance; The receipt-by the Issuer of payment:: by the- Purchaser of the purch -ase: prices -. ofi.the`Sonds. under. S.ection__ 2 ..1 hereof .shall be deemed to -.be -a representation and warranty by-the Issuer as of:-:- the-date--of such receipt as to the facts relative to the Issuer specified in Subsections (1) and (2) above. SECTION 3. Covenants. 3.1. The Issuer reaffirms to the Purchaser its covenants and agreements contained in the Bond Ordinance. 3.2. The Purchaser acknowledges that in purchasing the Bonds it is not relying on any representations of the Issuer with respect to the financial quality of the Bonds. The Purchaser is relying solely on its own knowledge and investigation of the facts and circumstances relating to the purchase of the Bonds. .. r� The Purchaser hereby waives any claims that it may have against the Issuer or the Village President or the Village Clerk of the Issuer, or any agents or employees of the Issuer arising out of any action they have taken or should have taken in the authoriza- tion, issuance or sale of the Bonds or with respect to any state- mentor representsti.on made by the.Issuex in connection with the authorization, issuance and sale of the Bonds.- 3.3. The Purchaser - acknowledges that it: -has knowledge and e, perience., in ,f naAci;al- and busineas matters and is capable of evaluating the merits and risks of purchasing the Bonds. 3.4. The Issuer has_ made_ yzv- ail.able.to the Purchaser, during ,the_ course_ :of: the = transaction :and prior to the. purchase of the Bonds, the opportunity to ask questions and receive answers from the Issuer concerning the terms and conditions of the Bond offering and to obtain any additional information relative to the financial data and business-:. erf uo the extent that the Issuer possesses such information or can. acquire it- without- re_asson- able - effort 3.5. The Purchaser understands that the Bonds have not been registered -under - the - Securities Act of 1933, as amended, and that such registration is not legally required. The Purchaser represents that it is purchasing the Bonds for investment for its own account and not with the present view of transferring the Bonds in such a manner that would require registration under the Securities Act of 1933, as amended. 3.6. It is agreed that in any event that the Purchaser sells, assigns, or otherwise transfers any Bond to any other holder, it will do so only in accordance .with the then.applic,able provi�si_on.s_: gf ;the :Securit.ies.: -:Act of .1933, as amended, the Securi- ties Exchange Act of 1934, as amended, and applicable state secur- ities,- --laws__ and - the. Trustee - rnay;_ -As_,and to.. the. - ,extent provided in the Bond_ Ordinance, exercise any and.all rights the Purchaser-,.or any owner ;of any, d, Bon_ may. have as a bondholder under the authority of the Bond and the Bond Ordinance on behalf of the owners of the Bonds. SECTION, 4. Miscellaneous N 4.1. Limitation. Anything in this Bond Purchase Agree- ment to the contrary notwithstanding, no official, agent or employ - �ee of the Issuer shall be personally liable on this Bond Purchase Agreement or any contract or obligation executed pursuant hereto. 4.2. . Notices. All notices, demands or other communica- tions hereunder shall be in writing, and shall be deemed to have been given when the same are (i) deposited in the United States mail, and sent by first class mail -postage prepaid, or (ii) .delivered, in.each_ case, .to the parties at the addresses set ,forth below or at such other address as a party may from time to time designate by notice to the other parties. -so- (a-) -if to the Issuer, at Village Hall, 50 Raupp Blvd., Buffalo Grove, Illinois 60089, Attention: Village Clerk; and _ (b) if to Purchaser, at BGI, Inc., c/o Melvin Simon & Associates, - Inc., -. Merchants Plaza, P.O.. -Box .7033, Indianapolis, Indiana, 46207, Attention: Randolph -L-. Foxworthy, Vice President. 4 L k.3 • :Term- _af Agreement... :--The term of this Agreement shall be until the termination-of the Purchaser's obligation to purchase the Bonds hereunder or until the payment in full of the Bonds. 4pies - =of- Certificates, etc.. _Whenever the. Issuer is ecju rec to deliver" notice, r r ificates,. _opinions=, - .-statements or other information hereunder to the Trustee or_.the...Purchaser i-t - sha1 -L_ -do so iM.-such, number :of':copiea _as the Trustee -or -the Purchaser:.ahal 1 reasonably.-specify.- -. 4.5. No Waivers. No failure or delay by the Purchaser in exercising any . Mght :,:7 :power .or privilege hereunder _shall operate as - a_uta -Ve r thereof :nor shall :. -any single or partial exercise thereof preclude :any ':other .or. £:urthe.r exercise thereof or_the .. exercise of any other righ -t,. -. -power or_.privilege.:.. 4.6. Governing Law. This Bond Purchase Agreement and the Bonds shall be deemed to be contracts made under, shall be construed in accordance with, and shall be governed by the laws of the State of ll-li-nois-..- Changes Waivers, _etc.. _Neither .this- Bond Purchase Agreement nor any : provisions hereof may be changed.- waived,.dis- charged or terminated, except by -a statement in writing signed by each = party agairis�t whi- cft.�:enf.o:rcement..:o:f -,the change, waiver,. - -dis- charge or termination i_-s-,-sought. 4.8:: Counter arty_` --This Bond Purchase Agreement may be signed in any number of counterparts with the same effect as if the signature thereto and hereto were upon the same instrument. Complete_sets_.of counterparts shall be lodged with the Issuer and the Trustee. IN WITNESS WHEREOF, the Issuer has caused this Bond Purchase Agreement to be executed in its name and attested by its duly authorized officers and its corporate seal to be affixed -51- + r hereon, and the Purchaser has executed this-'Bond Purchase Agree- ment, all as of the date first above written. VILLAGE OF BUFFALO GROVE ILLINOIS BY: Village "Pre sident ATTEST: Secretary: - BGI -, - Inc f.,. PURCHASER -Randolph Foxworthy, Vice Presi'l6ent, BGI, Inc.,. as General Partner of Buffalo Grove Associates, an Illinois Limited Partnership, as General Partner of Purchaser -52- %, W:1 1. { STATE OF .ILLINOIS ) ) SS COUNTY OF L A K E ) CERTIFICATION OF ORDINANCE AND MINUTES I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Buffalo Grove, Cook and Lake Counties, Illinois, (the "Village "), and as such officer I am the keeper of the books, records, files, .and journal of proceedings of the Corporate Authorities of the Village (the "Corporate Authorities "). I do further certify that the foregoing constitutes a full, true and complete transcript of the minutes of the legally convened meeting of the Corporate Authorities held on the 3rd day of November, 1986, insofar as same relates to the adoption of an ordinance numbered 86 -66 and entitled: AN ORDINANCE providing for the issuance of $8,300,000 Tax Increment Allocation Revenue Bonds, Series 1986 (Buffalo Grove Town Center District Tax Increment Redevelopment Project) of the Village of Buffalo - Grove, Cook and Lake 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 Corporate Authorities on the adoption of said - ordinance were taken openly; that said meeting was held at a specified time and place convenient to the public; that notice of said meeting was duly given to all newspapers, radio or television stations, and other news media requesting such notice; that said meeting was called and held in strict ae7cordance with the provisions of "AN ACT in relation to meetings," approved July 11, 1957, as amended; and that the Corporate Authorities have complied with all of the applicable provisions of said Act and their procedural rules in the adoption of said ordinance. IN WITNESS WHEREOF, I have hereunto affixed my official ignature and the seal of the Village, this_-3p1;6- day of 1987. (SEAL) (821/V) Villa Clerk -53- t: 6993 11/3/86 • s MINUTES OF A REGULAR MEETING OF THE VILLAGE BOARD OF THE V11.LAGE'OF BUFFALO GROVE, ILLINOIS, HELD IN THE COUNCIL CHAMBERS, VILLAGE HALL, NOVEMBER 3, 1986 President Clayton called the meeting to order at 7:34 P.M. CALL TO ORDER Those present stood and pledged allegiance to the Flag. Roll call indicated the following present: President Clayton; ROLL CALL Trustees Marienthal, O'Reilly, Glover, Reid, Shields, and Kowalski. Also present were: William Balling, Village Manager; William Raysa, Village Attorney; William Brimm, Finance Director; Greg Boysen, Director of Public Works; Ray Rigsby, Superintendent of Public Works; Richard Kuenkler, Village Engineer; James Trues - dell, Village Planner; Fire Chief Winter; and Paul Kochendorfer, Village Treasurer. Moved by O'Reilly, seconded by Reid, to approve the minutes of APPROVAL OF •the October 20, 1986, Regular Meeting. Upon roll call, Trustees MINUTES voted as follows: AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. Mr. Kochendorfer read Warrant #585. Moved by Marienthal, WARRANT #585 seconded by Reid, to approve Warrant X6585 in the amount of $626,174.27, authorizing payment of bills listed. Upon roll call, Trustees voted as follows: AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. President Clayton appointed Brian Rubin to the Appearance Commis- COMMISSION sion for a term to expire April 30, 1988. Moved by O'Reilly, APPOINTMENT seconded by Reid, to concur with President Clayton's appointment. Upon voice vote, the motion was unanimously declared carried. President Clayton introduced Mr. Rubin to the audience and the Board, and thanked him for his interest in serving on a Commission. President Clayton appointed Rochelle Begel to the Transportation Commission for a term to expire April 30, 1988. Moved by Marienthal, seconded by Glover, to concur with President Clayton's appointment. Upon voice vote, the motion was unanimously declared carried. President Clayton introduced Mrs. Begel, and thanked her for her willingness to serve the Village. The Village Clerk reported on Student Government Day, which is STUDENT to be held on Monday, November 10, 1986. The students partic- GOVERNMENT ipating in Student Government Day were in the audience, and DAY each student introduced themselves and stated the position they are to fill. c 5991r, 11/3/86 Trustee Reid presented the final report for Buffalo Grove Days BUFFALO 1986, information on which is contained in Mr. Brimm's memo GROVE DAYS to Mr. Balling of October 15, 1986. President Clayton commented that the Committee did a fine job, and asked that Trustee Reid express the thanks of the Board to the Committee. Trustee Marienthal also thanked Mr. Brimm for his time and effort with regard to Buffalo Grove Days. Trustee Kowalski asked Mr. Raysa to follow a Supreme Court case SUPREME regarding the City of Birmingham, Michigan being allowed to. COURT CASE display a Nativity scene. Trustee Marienthal introduced two proposed resolutions for RESOLUTION Stevenson and Buffalo Grove High Schools, wishing them well 486 -72 and in the upcoming State Pay -Offs. Trustee Marienthal asked #86 -73 that, on the Resolution for Buffalo Grove High School, the word "unbeaten" be added where reference is made to their 1986 successful season. Moved by Marienthal, seconded by Glover, to pass Resolution #86 -72 and Resolution #86 -73 commending Stevenson and Buffalo Grove High Schools on their successful seasons, and wishing them well in the State Play -Offs. Upon roll call, Trustees voted as follows: AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. Mr. Balling noted the 1986 Snow and Ice Control report; Mr. SNOW & ICE Rigsby made a brief comment on the report; there were no CONTROL REPORT questions on same. PUBLIC HEARING - LEIDER PROPERTY President Clayton read from the Notice of Public Hearing pub- lished in the Buffalo Grove Herald on October 18, 1986. President Clayton called the Public Hearing to order at 7:48 P.M. then noting the purpose of this Public Hearing. President Clayton then swore in John Mays, attorney, and Peter Manhard, engineer, to give testimony at this Public Hearing. Mr. Mays noted that this parcel consists of approximately 40 acres; the Annexation Agreement is divided in to Parcels A, B, and C; Parcel C is contiguous to Buffalo Grove; the Corporate Grove scheme of development is carried into this parcel; Parcel B is the actual facility on which the greenhouse exists today; Parcel A is basically vacant; the property is currently in the County, and is zoned both suburban residential and agricultural; the property to the north is industrial; the property to the south is the Corporate Grove; the property to the east is currently zoned suburban estate in the County; the property to the west is zoned light industrial in the County. The Annexation Agreement is basically the same as that of the Corporate Grove; they are asking for additional uses x . T , . v F � ' President Clayton asked if there were any other agencies which would like to comment; there were none. Mr. Balling clarified three sections of the Annexation Agreement for the Board. Trustee Kowalski questioned Page 14 in the Annexation Agreement; it was noted that Exhibit E should be Exhibit F. President Clay- ton noted that corrections will be made before this item comes back to the Board for passage. Trustee Kowalski had a question on the bike path, which was ans- wered by Mr. Truesdell. Mr. Balling stated that the bike path is not a short -term project. President Clayton asked if there were other questions from the Board, there were none. President Clayton asked for questions from the public. Mr. Bruce Klefstad, developer of the property to the east, asked if there will be alignment of Asbury Drive. Mr. Mays answered that they will match the alignment of Asbury Drive as it is now proposed. A resident stated that she is in favor of some open land in the Village. President Clayton stated that this will be before the Board for passage on November 17, 1986. 6995 1],,/3/86 President Clayton closed the Public Hearing at 8:02 P.M. President Clayton asked if there were any questions from the QUESTIONS audience. Mr. Sherman asked if Buffalo Grove was anticipating FROM M THE - _ a Nativity scene; Trustee Kowalski stated that she will reserve AUDIENCE judgment until there is resolution of the pending case. President Clayton explained the Consent Agenda, stating that CONSENT any member of the Board or the audience could request that an AGENDA - item be removed for full discussion. Mr. Sherman requested that Items XI.(C), and XI. (G), be removed from the Consent Agenda. Moved by O'Reilly, seconded by Glover, to adopt Resolution RESOLUTION #86 -70, a resolution authorizing the delegate of Northwest 786 -70 (Solid C Municipal Conference to support implementation of the NWMC Waste Manage - Solid Waste Management Plan. Approval of this resolution ment Plan) permits the Village of Buffalo Grove to continue to pursue efforts with the NWMC to implement the proposed balefill in Hanover Township and other elements of the regional solid waste plan. Upon roll call, Trustee voted as follows: AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried.. 6996 ! < h- 11/3 ?86 Moved by O'Reilly, seconded by Glover, to adopt Resolution RESOLUTION X686 -71, a resolution approving an Agreement between Illinois #86 -71 (IL 68 Department of Transportation and the Village of Buffalo Grove at Arlington for the construction of Illinois 68 at Arlington Heights Road. Heights Rd) This agreement provides for the funding and cost sharing of the above mentioned project. Upon roll call, Trustees voted as follows: AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. Moved by O'Reilly, seconded by Glover, to award the bid for the water distribution system variable frequency drive equipment to Metropolitan Pump Company in the amount of $120,747. Staff recommends award to the low qualified bidder; this item will be under FY86 -87 budget limits. Upon roll call, Trustees voted as follows: WATER.DISTRI- BUTION SYSTEM VARIABLE FRE- QUENCY DRIVE EQUIPMENT AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. Moved by O'Reilly, seconded by Glover, to award the bid for the UNIFORM RENTAL Public Works Uniform Rental Contract to Aratex Service Inc. in CONTRACT the amount of $12,271.60. Staff recommends award to the low (Award of Bid) qualified bidder. Upon roll call, Trustees voted as follows: AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. Moved by O'Reilly, seconded by Glover, to approve the Development DIA - TOYOMENKA Improvement Agreement and accept the Watermain Easement for Toyo- menka America Inc. Staff recommends approval of this DIA.. Upon roll call, Trustees voted as follows: AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. Moved by O'Reilly, seconded by Glover, to accept the Appearance HIGHLANDS Commission recommendation for the Highlands Commercial (Busch COMMERCIAL & Weiland) architecture / materials /lighting /landscaping. The (Aesthetics) Appearance Commission recommends approval of the aesthetic elements of this project. AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. Moved by O'Reilly, seconded by Glover, to accept the Appearance B.G.. COMMERCE Commission recommendation reference the Buffalo Grove Commerce CENTER Center (Lots 26,27,28) architecture /materials (only) lighting/ (Aesthetics) landscaping. The Appearance Commission recommends approval of the aesthetic elements of this project. Upon roll call, Trustees voted as follows: W-4 , 4 6997 11/3/86 y � i AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. Moved by O'Reilly, seconded by Glover, to accept the.Appearance OLD FARM Commission recommendation reference Old Farm Village, clubhouse/ VILLAGE pool (architecture & materials) lighting. The Appearance Commis- (aesthetics) sion recommends approval of the aesthetic element of this project. Upon roll call, Trustees voted as follows: C AYES: 6 - Marienthal O'Reilly, Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. President Clayton read the proposed resolution. RESOLUTION 486 -74 Moved by Shields, seconded by O'Reilly, to pass Resolution #86 -74, commending Donald L. Hardt for service to the Village of Buffalo Grove as a member of the Appearance Commission, 1976 -1986. Upon roll call, Trustees voted as follows: AYES: 6 - Marienthal,O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. President Clayton noted that this Resolution, as well as a plaque, will be presented to Mr. Hardt at another time. Moved by Glover, seconded by Reid, to pass Ordinance 486 -59, ORDINANCE annexing certain territory to the Village of Buffalo Grove #86 -59 located on Buffalo Grove Road approximately 400' north of ( Doetsch Checker Road (Paul Doetsch Property), with changes proposed by Parcel) the Village.Attorney.- Mr.- Raysa noted some changes to the proposed ordinance: In the title of the ordinance, the parenthesis should be placed after "Parcel" at the end of the title, and reference to the 1.9 acres should be stricken. In the legal description in Section 1., the phrase "and also including any adjacent unincorporated rights -of -way" should be inserted after "Document Number 374979" in the next to last line. The Village Engineer has stated that the corporate limits on the west side of the parcel will need to be revised, and the motion should state "subject to the correct Plat of Annexation ". In answer to a question from Trustee O'Reilly, Mr. Raysa stated that he has reviewed the written petition request. President Clayton noted that Public Notice was published in the Daily Herald on October 18, 1986. Upon roll call, Trustees voted as follows on the motion: C 699&.! 11/3/86 I AYES: 5 - Marienthal,O'Reilly, Glover, Reid, Shields NAYES: 1 - Kowalski Motion declared carried. President Clayton noted that Items XII. (C) and (D) on the Agenda TOWN will be reversed. Mr. Stan Lieberman, developer, read a statement with regard to the proposed Town Center. Mr. Marc Schwartz, attorney, gave a brief background presentation to the Board. Mr. Jerry Brim gave a presentation with regard to the land plan. Trustee Glover expressed appreciation to the Plan Commission for their extensive review of this project, and for the coop- eration of the developer. Trustee Glover then commented on the southern -most driveway, and Mr. Balling explained the design of that driveway; Mr. Brim also commented on the drive- way. Trustee Kowalski asked several questions of the developer, which were answered by Mr. Brim, Mr. Seymour Taxman, Mr. Barry Lindsay, Mr. Balling. Trustee Kowalski's questions regarded the Village Green, residential housing setbacks, berming, retail space, specialty food shops, customer draw, the marketing plan, and a five -story building. Trustee O'Reilly asked several questions: with regard to the retail market study, Mr. Truesdell stated that he believes that the B -5 requirement for the retail market study has been fulfilled; Mr. Brim answered questions regarding IDOT approval, and stated that the developer has agreed to donate 10' additional of right - of -way from the intersection of Lake -Cook Road along Route 83 north to the Jewel intersection, and 10' of the frontage which it has on Lake -Cook Road, which would provide the dual left -turn lane, if necessary; Mr. Truesdell answered questions with regard to the Town Center land use; Mr. Schwartz answered questions with regard to the five -story building; Mr. Balling answered questions with regard to the size of the units in the senior housing; Trustee O'Reilly's concern is that perhaps the Village should have an ordinance addres- sing this type of housing; Mr. Raysa stated that this land can be annexed even though the developer does not have control of each parcel of land. Trustee Marienthal also asked several questions: Mr. Kuenkler answered questions regarding the preliminary plan; Mr. Brim answered questions regarding parking; Mr. Taxman stated that they do not plan on marketing the units as condos, but as rental; with regard to phasing, Mr. Schwartz stated that they plan to begin construction in the spring, with a fall opening of 50 -75% of the retail, and a fall opening of the multi - family, and possibly the senior housing, and that he outside limit on opening every- thing is September 30, 1990; Mr. Brim answered questions regarding i. +J W, A , the open space, berming, pavement treatment, and the height of the buildings with regard to line of sight. Trustee Glover commented on several concerns which had been raised at the Plan Commission. In answer to a question from President Clayton, Mr. Lindsay commented on their marketing studies and the reasons that they believe this site to be viable and successful. Mr. Tax - man noted that their immediate investment is over $16,000,000, which he believes indicates that they are confident that this center will be successful. 6999 ll.�/3/86 Moved by Glover, seconded by Reid, to pass Ordinance #86 -60, ORDINANCE amending the Comprehensive Zoning Ordinance of Buffalo Grove #86 -60 with respect to the B -5 Sub - district. Upon roll call, Trustees voted as follows: AYES: 4 - Marienthal, Glover, Reid, Shields NAYES: 2 - O'Reilly, Kowalski Motion declared carried. Moved by Glover, seconded by Reid, to pass Ordinance 486 -61, ORDINANCE approving a B -5 Planned Unit Development Agreement for approx- X686 -61 imately 55 acres located on Lake -Cook Road between Illinois Route 83 and Buffalo Grove Road (Town Center). There should be the number 1122." before the paragraph stating this ordinance shall be in full force and effect from and after its passage. Mr. Raysa also noted several typos in the ordinance. Trustee Glover amended the motion to include the changes noted by the Village Attorney; Trustee Reid seconded the amendments. Upon roll call, Trustees voted as follows on the motion: AYES: 4 - Marienthal, Glover, Reid, Shields NAYES: 2 - O'Reilly, Kowalski Motion declared carried. President Clayton declared a recess from 10 :05 P.M. until 10:23 P.M. Mr. Schwartz thanked the Board and the staff for their extraordinary TAX INCRE- efforts in bringing this project to fruition. MENT -- Mr. James Ryan then delievered a presentation regarding the Tax FINANCING Increment Financing. Trustee Kowalski asked questions regarding the TIF District, which were answered by staff and the development team. I < < 4, 'Cl * 7000` ` y 11/3/!86 President Clayton asked the developer to review again the time ORDIN,A period, stating that although the bonds guarantee that the #86 -6;2 time cannot go longer than 10 years, but that it is expected -T to be shorter than 10 years; Mr. Ryan responded to President Clayton's request. Moved by Marienthal, seconded by Reid, to pass Ordinance #86 -62, approving the Town Center District Taxing Increment Redevelop- ment Plan and Project. Mr. Raysa then stated that State Statutes state that the District may exist for up to 23 years, and the Village sets up the 10 -year limit by Ordinance. Discussion on this scenario followed. It was determined by Mr. Raysa and Mr. Ryan that this could be handled in the Default Section by stating that no incremental taxes go into the incremental taxing fund after the end of the 10th year. Upon roll call, Trustees voted as follows: AYES: 4 - Marienthal, Glover, Reid, Shields NAYES: 2 - O'Reilly, Kowalski Motion declared carried. Moved by Marienthal, seconded by Glover, to pass Ordinance #86 -63 ORDI designating Tax Increment Redevelopment Project Area. Upon #86- roll call, Trustees voted as follows: AYES: 4 - Marienthal, Glover, Reid, Shields NAYES: 2 - O'Reilly, Kowalski Motion declared carried. Moved by Marienthal, seconded by Glover, to pass Ordinance #86 -64 ORDINANCE adopting Tax Increment Allocation Financing. Upon roll call, #86 -64 Trustees voted as follows: AYES: 4 - Marienthal, Glover, Reid, Shields NAYES: 2 O'Reilly, Kowalski Motion declared carried. i Moved by Marienthal, seconded by Glover, to pass Ordinance #86 -65 ORD respecting State Sales Tax Increment. Upon roll call, Trustees #86 voted as follows: AYES: 4 - Marienthal, Glover, Reid, Shields NAYES: 2 - O'Reilly, Kowalski Motion declared carried. Moved by Marienthal, seconded by Glover, to pass Ordinance #86 -66 ORDINANCE an Ordinance providing for the issuance of $8,500,000 TIF #86 -66 Allocation Revenue Bonds, Series 1986 (Buffalo Grove Town Center District Tax Increment Redevelopment Project), sub- ject to the provision that any bond holder cannot go against the increment after the 10th year, and also subject to the review and approval of the Village Attorney. Upon roll call, Trustees voted as follows: AYES: 4 - Marienthal, Glover, Reid, Shields NAYES: 2 - O'Reilly, Kowalski Motion declared carried. s Mr. Bill Jingles representing Taco Bell, stating that the Preliminary Plan presen the concept plan previously proposed; he minor changes which have been made. 7001 110/3/86 made a presentation ORDINANCE ted has come from #8— 6 -67 explained the (Taco Bell) Trustee Glover asked if Taco Bell would be willing to convert the striped triangle in the parking area to be a curbed, landscaped barrier; after some discussion, Mr. Jingles stated that they would comply with this request. There was then some discussion on the driveway at the northeast side of the property. Moved by Glover, seconded by Reid, to pass Ordinance #86 -67, approving a Preliminary Plan of Development in the B -3 District (Taco Bell at Ranchmart Center), as recommended by the Plan Commission, subject to the painted, striped, diagonal area to become a concrete curb with landscaping. Upon roll call, Trustees voted as follows: AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. Moved by Marienthal, seconded by Reid, to waive bids and authorize the repair to the Aerial Truck #235, with an upset number of $15,276 to Fire Service Supply Company. Upon roll call, Trustees voted as follows: AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. Mr. Robert Kenny, attorney representing Mobil Oil Corporation, introduced Mr. Charles Wagner, also of Mobil Oil. Mr. Kenny stated that they have a piece of property located at the southeast corner of Lake -Cook and Weiland Roads, and they are seeking annexation with B -2 zoning; they are asking for 3 small variances; they are asking for referral to the Plan Commission; the facility is a Mobil gas /snack /wash facility; there is a separate building for car washing; there is a small building for the payment of gas and snacks. Moved by O'Reilly, seconded by Reid, to refer the annexation and zoning of approximately .9 acres on the southeast corner of Lake -Cook and Weiland Roads (Mobil Oil) to the Plan Commission. Trustee O'Reilly asked several questions which were answered by Mr. Kenny and staff. Trustee Kowalski wants the Plan Commission to look at the stacking situation. Trustee Marienthal stated that he does not want to see more than one entrance on Lake -Cook Road. AERIAL TRUCK #235 MOBIL OIL President Clayton noted that the Plan Commission will be going into much more detail, and making a recommendation back to the Village Board. Upon roll call, Trustees voted as follows an tbw motion: AYES: 5 - Marienthal, O'Reilly, Reid, Shields, Kowalski NAYES: 0 - None ABSTAIN: 1 - Glover Motion declared carried. Mr. Sherman explained why e had asked for this y item to bf i! moved from the Consent Agenda. Moved by Reid, seconded by O'Reilly, to pass Ordinance 186 -58, amending Title 10 of the Buffalo Grove Municipal Code (Desig- nation of No Parking on Barclay Boulevard, Busch Parkway, Corporate Grove Drive, Johnson Drive and Weidner Road (partial). This ordinance implements no parking restrictions previously agreed to in office and industrial parks. Upon roll call, Trustees voted as follows: AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None Motion declared carried. _ <tit t 1 %A_XK i bit'. .; 4 _ Trustee O'Reilly asked that staff look into the street parking situation on the streets mentioned by Mr. Sherman in the Mill Creek area. Moved by Marienthal, seconded by O'Reilly, to approve the request JAYCEE CHRIST - for outdoor sales permit and waiver of fees for the Buffalo Grove 'iAS TREE SALE Jaycees 1986 Christmas Tree program. The staff recommends approval based on past years' practices. Upon roll call, Trustees voted as follows: AYES: 6 - Marienthal, O'Reilly, Glover, Reid, Shields, Kowalski NAYES: 0 - None `lotion declared carried. `!owed by O'Reilly, seconded by Reid, to adjourn the meeting. ADJOURNMENT Upon voice vote, the motion was unanimously declared carried. The meeting was adjourned at 11:32 P.M. APPROVED r +Y °:E THIS « DAY OF > 1986. ali:agv J`:ct >1c:c71t `�" Jane Sirabian, Village Clerk 1