1995-113k
e
MINUTES of a regular public meeting of the President and Board
of Trustees of the Village of Buffalo Grove, Lake and Cook
Counties, 'Illinois, held at 50 Raupp Boulevard, Buffalo Grove,
Illinois, in said Village at 7:30 o'clock P.M., on the 4th day of
December, 1995.
The Village President called the meeting to order and directed the Village Clerk to
call the roll.
Upon roll call, the following Trustees answered present:
Marienthal` Reid Rubin Braiman, Hendricks
The following were absent:
Glover
T
The Village President announced that in connection with making provision for the
payment of a portion of the Villagies_outstanding Special Service Area Number One Bonds,
Series 1991, it would be necessary to enter into an escrow agreement with the American
, entand National Bank and Trust Company of Chicago,' Chicago,: dzhat the `Presid
Board of Trustees would consider the adoption of an ordinance authorizing and directing the
execution of such agreement.
Whereupon Trustee Rubin presented said ordinance as follows:
ORDINANCE NO. 95- 11—
D-61
ORDINANCE authorizing and directing the execution of an Escrow
Agreement relating to Special . Service Area Number One
Refunding Bonds, Series 1991, of the Village of Buffalo Grove,
Lake and Cook Counties, Illinois.
WHEREAS, the Village of Buffalo Grove, Lake and Cook Counties, Illinois (the
"Municipality "), has provided by Ordinance No. 91 -41 heretofore adopted by the President
and Board of Trustees of the Municipality (the "Corporate Authorities ") on the 18th day of
March, 1991, for the issuance of Special Service Area Number One Refunding Bonds,
Series 1991, dated April 1, 1991 (the "Bonds "); and
WHEREAS, proceeds of the bonds refunded by the Bonds (the "1985 Bonds ") are not
needed for the purpose for which the 1985 Bonds were issued and will be used to make
provision for the payment of a portion of the Bonds, as more fully described in the form of
Escrow Agreement set forth herein (the "Escrow Agreement"); and
___ _::_WHEREAS, in order to ro erl provide for the-payment of a' -
-- P P Y P portion -of the Bonds, it
will be necessary to place proceeds of the 1985 Bonds in trust with an escrow agent to be
invested by such escrow agent, on behalf of the Municipality, in obligations guaranteed by
the full faith and credit of the United States of America as to principal and interest; and
WHEREAS, it is necessary that the Corporate Authorities authorize the form of
agreement with an escrow agent and direct the execution of the Escrow Agreement by
officers of the Municipality:
NOW, THEREFORE, Be It Ordained by the President and Board of Trustees of the
Village of Buffalo Grove, Lake and Cook Counties, Illinois, as follows:
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Section 1. Definitions. The words and terms used in this ordinance shall have the
definitions set forth for them in the Escrow Agreement, unless the context or use of same
shall clearly indicate that another meaning is intended.
Section 2. The Funding of the Escrow. So much of the proceeds of the 1985
Bonds as may be available therefor shall be used to pay a portion of the interest on and
principal of the Bonds up to and including the final maturity thereof. Such money will be
deposited in trust in the Escrow Account with the Escrow Agent as provided in this
ordinance. The amount thereof necessary to be deposited in the Escrow Account shall be
conclusively established under the terms of the Escrow Agreement by the execution thereof
by designated officers of the Municipality.
Section 3. Form and Authorization of Escrow Agreement. The Escrow
Agreement and all the terms thereof, in the form provided hereby, and the Escrow Agent as
named therein is hereby approved, and the Village President and Village Clerk are hereby
authorized and directed to execute the Escrow Agreement in the name of the Municipality.
The Escrow Agreement shall be in substantially the following form:
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Section 4. Purchase of Government Securities. Speer Financial Inc., Chicago,
Illinois, American National Bank and Trust Company of Chicago, Chicago, Illinois, and
Chapman and Cutler, Chicago, Illinois, be and the same are each hereby authorized to act as
agent for the Municipality in the purchase of the Government Securities described and set
forth in the Agreement.
Section 5. Severability. If any Section, paragraph, clause or provision of this
ordinance shall be held invalid, the invalidity of such Section, paragraph, clause or provision
shall not affect any of the other provisions of this ordinance.
Section 6. Repealer. All ordinances, resolutions or orders or parts thereof in
conflict with the provisions of this ordinance are to the extent of such conflict hereby
repealed.
Section 7. Effective Date. This ordinance shall be in effect immediately upon its
passage by the Corporate Authorities and signing and approval by the Village President of
the Municipality. This ordinance shall not be codified.
ADOPTED December 4, 1995.
AYES: 5 - Marienthal, Reid, Rubin, Braiman, Hendricks
NAYS: 0 - None
ABSENT:
APPROVE
Attest:
Village Clerk
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ESCROW AGREEMENT
This Escrow Agreement dated as of December 1, 1995, but actually executed on the
date witnessed hereinbelow, by and between the Village of Buffalo Grove, Lake and Cook
Counties, Illinois, and the American National Bank and Trust Company of Chicago, a
national banking association organized and operating under the laws of the United States of
America, with its principal corporate trust office located in Chicago, Illinois, not
individually but in the capacity as hereinafter described, for and in consideration of the
mutual promises herein contained:
WITNESSETH
ARTICLE 1. DEFINITIONS
The following words and terms used in this Agreement shall have the following
meanings unless the context or use clearly indicates another or different meaning:
Section 1.01. "Agreement" means this Escrow Agreement dated as of December 1,
1995.
Section 1.02. "Bonds" means the following described bonds of the Municipality from
time to time outstanding:
$6,200,000 Special Service Area Number One Refunding Bonds,
Series 1991, dated April 1, 1991, fully registered and without
coupons, due serially on December 1 of the years and in the
principal amounts and bearing interest at the rates per annum as
follows:
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YEAR OF
PRINCIPAL
RATE OF
MATURITY
AMOUNT
INTEREST
1997
$500,000
7.500%
1998
550,000
7.125%
1999
575,000
7.300%
2000
625,000
7.400%
2001
675,000
7.500%
2002
725,000
7.600%
2003
775,000
7.700%
2004
850,000
7.800%
2005
925 000
7 900 %
Section 1.03. "Bond Fund" means the Village of Buffalo Grove Special Service Area
Number One Bond and Interest Fund of 1991.
Section 1.04. "Bond Ordinance" means Ordinance No. 91 -41 passed on the 18th day
of March, 1991, by the Corporate Authorities and authorizing the Bonds.
Section 1.05. "Corporate Authorities" means the President and Board of Trustees
which is the governing body of the Municipality.
Section 1.06. "Escrow Account" means the trust fund created under the terms of this
Agreement with the Escrow Agent and comprised of the Government Securities as more
fully stated in Section 2.02 hereof.
Section 1.07. "Escrow Agent" means the American National Bank and Trust
Company of Chicago, a national banking association organized and operating under the laws
of the United States of America, with its principal corporate trust office located in Chicago,
Illinois, not individually but in the capacity for the uses and purposes hereinafter mentioned,
or any successor thereto.
Section 1.08. "Government Securities" means the obligations guaranteed by the full
faith and credit of the United States of America as to principal and interest, and deposited
hereunder.
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Section 1.09. "Municipality" means the Village of Buffalo Grove, Lake and Cook
Counties, Illinois.
Section 1.10. "Paying Agent" means The First National Bank of Chicago, Chicago,
Illinois, the paying agent and bond registrar for the Bonds.
Section 1.11. "Treasurer" means the Treasurer of the Municipality or the Treasurer's
designated agent.
ARTICLE II. CREATION OF ESCROW
Section 2.01. Payment of a portion of the Bonds is hereby provided for by the deposit
with the Escrow Agent of a deposit sufficient to purchase the Government Securities as
described in Section 2.02 hereof.
Section 2.02. The Municipality has deposited with the Escrow Agent at the execution
and delivery of this Escrow Agreement the Government Securities described as follows:
Section 2.03. The Escrow Agent and the Municipality have each received the report
of Speer Financial, Inc., Chicago, Illinois, concerning the principal of and income and profit
to be received from the Government Securities.
ARTICLE III. COVENANTS OF ESCROW AGENT
The Escrow Agent covenants and agrees with the Municipality:
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RATE
MATURITY
DESCRIPTION
AMOUNT
M
DATE
U.S. Treasury Note
$ 25,000
6.500
11/15/96
U.S. Treasury Note
30,000
6.000
11/15/97
U.S. Treasury Note
35,000
5.125
11/15/98
U.S. Treasury Note
35,000
7.750
11/15/99
U.S. Treasury Note
40,000
8.500
11115100
U.S. Treasury Note
45,000
7.500
11/15/01
U.S. Treasury Bond
45,000
11.625
11/15/02
U.S. Treasury Bond
50,000
11.875
11/15/03
U.S. Treasury Bond
120,000
11.625
11/15/04
Section 2.03. The Escrow Agent and the Municipality have each received the report
of Speer Financial, Inc., Chicago, Illinois, concerning the principal of and income and profit
to be received from the Government Securities.
ARTICLE III. COVENANTS OF ESCROW AGENT
The Escrow Agent covenants and agrees with the Municipality:
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Section 3.01. The Escrow Agent will hold the Government Securities and all income
and profit derived therefrom and all uninvested cash in a segregated and separate trust fund
account for the sole and exclusive benefit of the Municipality and the holders of the Bonds to
the purposes for which escrowed.
Section 3.02. The Escrow Agent shall hold any uninvested balances in the Escrow
Account on demand and in trust for the purposes hereof and shall secure same in accordance
with applicable Illinois law for the securing of public funds.
Section 3.03. The Escrow Agent will take no action in the investment or securing of
the proceeds of the Government Securities which would cause the Bonds to be classified as
"arbitrage bonds" under Section 148 of the Internal Revenue Code of 1986, and all lawful
regulations promulgated thereunder, provided, it shall be under no duty to affirmatively
inquire whether the Government Securities as deposited are properly invested under said
Section; and, provided, further, it may rely on all specific directions in this Agreement in
the investment or reinvestment of balances held hereunder.
Section 3.04. The Escrow Agent will promptly collect the principal, income and
profit from the Government Securities and promptly apply the same solely and only to the
payment of the principal of and interest on the Bonds as the same are due and to such other
purposes as are herein expressly stated.
Section 3.05. The Escrow Agent will remit to the Paying Agent in good funds on or
before each principal and interest payment date of the Bonds moneys as will meet the
requirements for the payment of a portion of the debt service on the Bonds as set out in the
report described in Section 2.03 hereof, and each such remittance shall fully release and
discharge the Escrow Agent from any further duty or obligation thereto under this
Agreement.
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Section 3.06. The Escrow Agent will make no payment of fees, due or to become due,
of the paying agent and bond registrar on the Bonds or the Paying Agent, and the
Municipality covenants to pay the same as they become due from funds on hand in the Bond
Fund.
Section 3.07. The charges, fees and expenses of the Escrow Agent in the amount of
$ have been paid in advance, and except as set forth in Section 3.08 hereof, all
of the charges, fees and expenses of the Escrow Agent for carrying out any of the duties,
terms or provisions of this Agreement shall be paid solely therefrom.
Section 3.08. The Escrow Agent has all the powers and duties herein set forth with no
liability in connection with any act or omission to act hereunder, except for its own
negligence or willful breach of trust, and shall be under no obligation to institute any suit or
action or other proceeding under this Agreement or to enter any appearance in any suit,
action or proceeding in which it may be defendant or to take any steps in the enforcement of
its, or any, rights and powers hereunder, nor shall be deemed to have failed to take any such
action, unless and until it shall have been indemnified by the Municipality to its satisfaction
against any and all costs and expenses, outlays, counsel fees and other disbursements,
including its own reasonable fees, and if any judgment, decree or recovery be obtained by
the Escrow Agent, payment of all sums due it, as aforesaid, shall be a first charge against the
amount of any such judgment, decree or recovery.
Section 3.09. The Escrow Agent may in good faith buy, sell or hold and deal in any
of the Bonds.
Section 3.10. The Escrow Agent will submit to the Treasurer a statement within ten
(10) days after June 2 and December 2 of each calendar year, commencing June 2, 1996,
itemizing all moneys received by it and all payments made by it under the provisions of this
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Agreement during the preceding six (6) month period, and also listing the Government
Securities on deposit therewith on the date of said report, including all moneys held by it
received as interest on or profit from the collection of said Government Securities.
ARTICLE IV. COVENANTS OF MUNICIPALITY
The Municipality covenants and agrees with the Escrow Agent as follows:
Section 4.01. The Escrow Agent shall have no responsibility or liability whatsoever
for (a) any of the recitals of the Municipality herein, (b) the performance of or compliance
with any covenant, condition, term or provision of the Bond Ordinance, and (c) any
undertaking or statement of the Municipality hereunder or under said Bond Ordinance.
Section 4.02. The payment of any charges, fees or expenses incurred by the Escrow
Agent in carrying out any of the duties, terms or provisions of this Agreement that are in
excess of the sums expressly deposited hereunder shall be from the Bond Fund. The
Municipality will promptly pay all Paying Agent fees as submitted from funds on hand in the
Bond Fund.
Section 4.03. All payments to be made by, and all acts and things required to be done
by, the Escrow Agent under the terms and provisions hereof shall be made and done by said
Escrow Agent without any further direction or authority of the Municipality or Treasurer.
ARTICLE V. IRREVOCABILITY OF AGREEMENT
Section 5.01. All of the rights, powers, duties and obligations of the Escrow Agent
hereunder shall be irrevocable and shall not be subject to amendment by the Escrow Agent
and shall be binding on any successor to the Escrow Agent during the term of this
Agreement.
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Section 5.02. All of the rights, powers, duties and obligations of the Municipality
hereunder shall be irrevocable and shall not be subject to amendment by the Municipality
and shall be binding on any successor to the officials now comprising the Corporate
Authorities of the Municipality during the term of this Agreement.
Section 5.03. All of the rights, powers, duties and obligations of the Treasurer
hereunder shall be irrevocable and shall not be subject to amendment by the Treasurer and
shall be binding on any successor to said official now in office during the term of this
Agreement.
ARTICLE VI. NOTICES TO THE MUNICIPALITY,
THE TREASURER AND THE ESCROW AGENT
Section 6.01. All notices and communications to the Municipality and the Corporate
Authorities shall be addressed in writing to:
Village of Buffalo Grove
50 Raupp Boulevard
Buffalo Grove, Illinois 60089
Attention: Village Clerk
Section 6.02. All notices and communications to the Escrow Agent shall be addressed
in writing to:
Corporate Trust Department
American National Bank and Trust Company of Chicago
33 North LaSalle Street
Chicago, Illinois 60690
Section 6.03. All notices and communications to the Treasurer shall be addressed in
writing to:
Village Treasurer
Village of Buffalo Grove
50 Raupp Boulevard
Buffalo Grove, Illinois 60089
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ARTICLE VII. TERMINATION OF AGREEMENT
Section 7.01. Upon the retirement of the Bonds as hereinabove provided for, the
Escrow Agent will transfer any balance remaining in the Escrow Account to the Treasurer
with due notice thereof mailed to the Municipality, and thereupon this Agreement shall
terminate.
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IN WITNESS WHEREOF, the Village of Buffalo Grove, Labe and Cook Counties,
Illinois, has caused this Agreement to be signed in its name by its Village President, to be
attested by the Village Clerk of the Municipality under its municipal seal hereunto affixed;
and the American National Bank and Trust Company of Chicago, Chicago, Illinois, not
individually, but in the capacity as hereinabove described, has caused this Agreement to be
signed in its corporate name by one of its officers and to be attested by one of its officers
under its corporate seal hereunto affixed, all effective as of this 12th day of December,
1995.
Attest:
Village Clerk
(SEAL)
(BANK SEAL)
VILLAGE OF BUFFALO GROVE, LAKE AND
COOK IES, S
By
02age President
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CMCAGO
Chicago, Illinois
B 9 `
Y
Its i�r,eSident
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IN WITNESS WHEREOF, the Village of Buffalo Grove, Lake and Cook Counties,
Illinois, has caused this Agreement to be signed in its name by its Village President, to be
attested by the Village Clerk of the Municipality under its municipal seal hereunto affixed;
and the American National Bank and Trust Company of Chicago, Chicago, Illinois, not
individually, but in the capacity as hereinabove described, has caused this Agreement to be
signed in its corporate name by one of its officers and to be attested by one of its officers
under its corporate seal hereunto affixed, all effective as of this 12th day of December,
1995.
Attest:
Village Clerk
(SEAL)
Attest:
(BANK SEAL)
VILLAGE OF ALO GROVE, LAKE AND
CO IES, OLS
B
i Ilage President
AMERICAN NATIONAL BANK AND TRUST
COMPANY OF CHICAGO
Chicago, Illinois
I:
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Its
!-Alp
L-'
This Escrow Agreement received and acknowledged by me effective this 12th day of
December, 1995.
VILLAGE OF BUFFALO GROVE, LAKE AND
COOK COUNTIES, ILLINOIS
By 1/Aj U,, t
Finance D ector
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Trustee Braiman moved and Trustee Rubin seconded the motion that
said ordinance as presented be adopted.
After a full discussion thereof, the Village President directed that the roll be called for
a vote upon the motion to adopt said ordinance.
Upon the roll being called, the following voted AYE:
5 - Marienthal, Reid, Rubin, Braiman, Hendricks
Absent: 1 - Glover
and the following Trustees voted NAY: 0 - None
Whereupon the Village President declared the motion carried and said ordinance
adopted, approved and signed the same in open meeting and directed the Village Clerk to
record the same in full in the records of the President and Board of Trustees of the Village
of Buffalo Grove, Lake and Cook Counties, Illinois, which was done.
Other business not pertinent to the adoption of said ordinance was duly transacted at
the meeting.
Upon motion duly made, seconded and carried, the meeting was adjourned.
Village Clerk
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STATE OF ILLINOIS )
SS
COUNTY OF COOK )
CERTIFICATION OF MINUTES
I, the undersigned, do hereby certify that I am the duly qualified and acting Village
Clerk of the Village of Buffalo Grove, Lake and Cook Counties, Illinois (the
"Municipality"), and as such official I am the keeper of the records and files of the
Municipality and of the President and Board of Trustees of the Municipality (the "Corporate
Authorities ").
I do further certify that the foregoing constitutes a full, true and complete transcript
of the minutes of the meeting of the Corporate Authorities held on the 4th day of December,
1995, insofar as the same relates to the adoption of Ordinance No. 95- 113 entitled:
ORDINANCE authorizing and directing the execution of an Escrow
Agreement relating to Special Service Area Number One
Refunding Bonds, Series 1991, of the Village of Buffalo Grove,
Lake and Cook 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 conducted openly, that the vote on the adoption of said ordinance was
taken openly, that said meeting was held at a specified time and place convenient to the
public, that an agenda for said meeting was posted at the location where said meeting was
held and at the principal office of the Corporate Authorities at least 48 hours in advance of
the holding of said meeting, that notice of said meeting was duly given to all of the news
media requesting such notice, that said meeting was called and held in strict compliance with
the provisions of the Open Meetings Act of the State of Illinois, as amended, and the Special
Service Area Tax Law of the State of Illinois, as amended, and that the Corporate
Authorities have complied with all of the provisions of said Act and said Law and their own
procedural rules in the adoption of said ordinance.
IN WITNESS WHEREOF, I affix my official signature and the seal of the Municipality,
this 4th day of December, 1995.
Village Clerk
(SEA-)
This Escrow Agreement received and acknowledged by me effective this 12th day of
December, 1995.
VILLAGE OF B UFFALO GROVE, LAKE AND
COOK COUNTIES, ILLINOIS
By u4 I
Finance Di6ctor
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STATE OF ILLINOIS )
SS
COUNTY OF COOK }
CERTIFICATION AND RECEIPT OF ESCROW AGENT
I, the undersigned, do hereby certify that I am Vice President
National Bank and Trust Company of Chicago, Chicago, Illinois (the
as such officer I do further certify as follows:
of American
"Escrow Agent "), and
1. That the Escrow Agent and the Village of Buffalo Grove, Lake and Cook
Counties, Illinois (the "Village"), have entered into an Escrow Agreement, dated as of
December 1, 1995 (the "Agreement"), concerning certain outstanding bonds of the
Village described in the Agreement (the "Bonds").
2, That the Agreement is in full force and effect and has not been repealed,
rescinded or amended.
I That pursuant to the Agreement, there is now on deposit with the Escrow
Agent the obligations guaranteed by the full faith and credit of the United States of
America as to principal and interest described in Section 2,02 of the Agreement.
4. That the Escrow Agent has all powers necessary under the applicable
statutes, regulations and rulings and the governing body of the Escrow Agent has
taken all action necessary to authorize the Escrow Agent to enter into the Agreement,
and that the signatories to the Agreement on behalf of the Escrow Agent have been
duly authorized to sign the Agreement on behalf of the Escrow Agent.
IN WITNESS WHEREOF, I hereunto affix my signature and the seal of the Escrow
Agent, this 12th day of December, 1995,
AMERICAN NATIONAL BANK AND TRUST
CONTANY OF CHICAGO
Chicago, Illinois
B
(BANK SEAL.,) Title: ! "_ , ^�,� ,dent
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