HomeMy WebLinkAboutRes 20-93 04/21/1993 AF/
4/16/93
RESOLUTION NO.
A RESOLUTION AUTHORIZING EXECUTION OF AN
ESCROW DEPOSIT AGREEMENT FOR THE 1993 BOND ISSUE
WHEREAS, the corporate authorities of the Village of Mount Prospect
have authorized the issuance of the Series 1993A and Series 1993B
Bond Issue; and
WHEREAS, it is in the best interest of the Village to enter into an
Escrow Deposit Agreement relative to disbursing funds in
conjunction with the Series 1993A and Series 1993B Bond issue.
NOW, THEREFORE, BE IT RESOLVED BY THE M3~YOR A_ND BOARD OF TRUSTEES
OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS:
SECTION ONE: That the Board of Trustees do hereby authorize
execution of an 1993 Escrow Deposit Agreement with A~merican
National Bank and Trust Company of America for the purpose of
managing the funds in conjunction with the issuance of said 1993
bonds.
SECTION TWO: That this Resolution shall be in full force and
effect from and after its passage and approval in the manner
provided by law.
AYES:
NAYS:
ABSENT:
PASSED and APPROVED this day of , 1993.
Gerald L. Farley
Mayor
ATTEST:
Carol A. Fields
Village Clerk
CERTIFICATE OF ESCROW AGENT
AMI~RICAN NATIONAL BANK AND TRUST COMPANY OF CH/CAGO (the
,Bank"), a national banking association, having its principal corporate trust office in the City
of Chicago, Illinois, and having trust powers, HF~KRy CERTIFIES that:
1. The Bank has accepted its appointment as Escrow Agent under the 1993
Escrow Deposit Agreement dated as of May 1, 1993, by and between the Village of Mount
prospect, Illinois and the Bank and hereby acknowledges its acceptance of the duties imposed
upon it as Escrow Agent under said Agreement and its receipt for deposit under the 1993
Escrow Deposit Agreement of the sum of $9,251,047.50.
2. Pursuant to the by-laws of the Bank or action of the Board of Directors
of the Bank, the following officers of the Bank are duly authorized to execute instruments of
trust on behalf of the Bank, the signatures of such officers are true and genuine and I know such
officers and I know them to hold their respective offices set opposite their several signatures.
SiL, natum Name Office or Title
~~-- Ann M. Schramer Second Vice President
~atYicia B, Martirano Trust Officer
3. The sea]. which is impressed upon this certificate is the proper and official
corporate seal of the Bank.
IN WITNESS WHEREOF, the undersigned has executed this certificate on behalf
o.f the B,~nk and has caused the seal of the Bank to be affixed hereto, this 6th day of May, 1993.
~CAN NATIONAL BANK AND
TRUST COMPANY OF CH/CAGO
~: Second Vice President
(Sr L)
1993 ESCROW DEPOSIT AGREEMENT
1993 ESCROW DEPOSIT AGI~h-~,IENT dated as of May 1, 1993, by and
[x~ween the Village of Mount Prospect (the "Village"), a municipal corporation of the State of
l~ois and American National Bank and Trust Company of Chicago (the "F.,scrow Agent"), a
~ organized and existing under the laws of the United States of America and having its prin-
~ corporate trust office in the City of Chicago, Illinois.
~S, them are now outstanding and unpaid $1,915,000 aggregate principal
~ount of General Obligation Bonds, Series 1987B, of the Village, maturing in the years 1999
to 2006 (the "Series 1987B Bonds"), payable at American National Bank and Trust Company
of Chicago, in the City of Chicago, Illinois, as paying agent and bond registrar, maturing
~ual~ 1, with interest payable Janl, sry 1 and July 1, as follows:
'Maturity ~ Rate of Interest
1999 $265,000 6.80%
2000 170,000 6.90
2001 250,000 7.00
2002 195,000 7.00
2004 280,000 7.00
2005 300,000 7.00
2006 240,000 7.00
W'Rt~E~, them are now outstanding and unpaid $1,225,000 aggregate principal
amount of General Obligation Bonds, Series 1987D, of the Village, maturing in the years 1998
to 2002 (the "Series 1987D Bonds"), payable at American National Bank and Trust Company
of Chicago, in the City of Chicago, Illinois, as paying agent and bond registrar, matm'ing
12:~mber 1, with interest payable June 1 and Decemi~r 1, as follows:
Mamri _ty ~ Rate of Interest
1998 $165,000 7.50%
1999 200,000 7.20
2000 245,000 7.10
2001 285,000 7.20
2002 330,000 7.30
WI-IEREAS, there are now outstanding and unpaid $4,680,000 aggregate principal
amount of General Obligation Bonds, Series 1991A, of the Village, maturing in the years 1998
to 2005 (the "Series 1991A Bonds"), payable at American National Bank and Trust Company
of Chicago, in the City of Chicago, Illinois, as paying agent and bond registrar, maturing
December 1, with interest payable June 1 and December 1, as follows:
Maturity Principal Amourlt Rate of Interest
1998 $440 0t30 5.85%
1999 505 000 6.00
2000 540 000 6.10
2001 575 000 6. I0
2002 605 000 6.20
2003 650 000 6.25
2004 690 000 6.30
2005 675 000 6.35
WHEREAS, the $440,000 principal amount of Series 1991A Bonds maturing on
constitutes part of the $480,000 principal amount of bonds of such series
WHEREAS, there are now outstanding and unpaid $390,000 aggregate principal
Obligation Bonds, Series 199115, of the Village, maturing in the years 1998
1991B Bonds"), payable at American National Bank and Trust Company
of Chicago, Illinois, as paying agent and bond registrar, maturing
interest payable June 1 and December 1, as follows:
Maturity. Princ~al Amount Rate of Interest
1998 $40,000 5.85 %
1999 40,000 6.00
2000 45,000 6.10
2001 45,000 6.10
2002 50,000 6.20
2003 55,000 6.25
2004 55,000 6.30
2005 60,000 6.35
WI4F~REAS, purs,,ant to a bond ordinance, adopted by the President and Board
Village on April 21, 1993 (the "Bond Ordinance"), the Village has authorized
$2,160,000 General Obligation Bonds, Series 1993A, and its $7,840,000 Gen-
Series 1993B (collectively, the "Series 1993 Bonds") and part of the
1993 Bonds will be used to refund the Series 1987B Bonds, the Series
Series 1991A Bonds and the Series 1991B Bonds (collectively, the "Prior
~, the Village has elect~l to redeem the Series. 1987B Bonds on January
price equal to 102% of the principal amount thereof;
WI-mREAS, the Village has elected to redeem the Series 19871) Bonds on June
price equal to 101% of the principal amount thereof;
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WI4F. REAS, the Village has elected to redeem the Series 1991A Bonds and the
seres 1991B Bonds on December 1, 1997, at a redemption price equal to 101% of the principal
amount thereof;
WI-n:.REAS, a portion of the proceeds of the Series 1993 Bonds, is to be invested
in the obligations set forth in Schedule A attached hereto so that the maturing principal of and
the interest earned on such obligations, together with other moneys held hereunder, will be
sufficient to pay the redemption price of the Prior Bonds on their respective redemption dates
and the interest on the Prior Bonds as the same shall become due and payable on and prior to
such redemption dates.
NOW TI-I~RF_.FORE, in consideration of the foregoing and of the mutual
covenants hereinafter set forth, the parties hereto agree as follows:
1. There is hereby created and established with the Escrow Agent, a special
and irrevocable escrow fund designated the "1993 Escrow Fund" (the "Escrow Fund")to be held
in the custody of the Escrow Agent separate and apart from other funds of or held by the Village
or the Escrow Agent.
2. Concurrently with the execution and delivery of this Agreement, the
Village shall pay to the Escrow Agent from existing Village funds the sum of $267,347.50, and
from the proceeds, of the Series 1993 Bonds the sum of $8,983,700. $1,903.19 of such sum
shall be held uninvested in the Escrow Fund and the remainder of $9,249,144.31 shall be used
to purchase the United States Treasury obh'gafions listed in Schedule A attached hereto (the
'Government Obligations"). The Escrow Agent shall deposit all moneys so received from the
Village ia the Escrow Fund and apply such moneys in accordance with this Section and Section
3 hereof.
3. The deposit of moneys and Government Obligations in and credited to the
Escrow Fund sban constitute an irrevocable deposit of said moneys and Government Obligations
and the interest earned thereon for the benefit of the owners of the Prior Bonds. The Escrow
Agent shall deposit any proceeds (whether principal, interest or otherwise) derived from the
Government Obligations in the Escrow Fund. Tho Escrow Agent shall from time to time pay
over the moneys in the Escrow Fund (a) to the paying agents for the Prior Bonds, in an amount
sufficient to pay when due and payable the interest on the Prior Bonds to and including their
respective redemption dates, 0o) to the paying agent for the Seres 198711 Bonds, the redemption
price of the Series 1987B Bonds to be redeemed on January 1, 1998, (c) to the paying agent for
the Series 1987D Bonds, the redemption price of the Series 1987D Bonds to be redeemed on
Iune 1, 1998, and (d) to the paying agent for the Series 1991A Bonds and the Series 1991B
BOnds, the redemption price of the Series 1991A Bonds and the Series 1991B Bonds to be
redeemed on December 1, 1997.
4. Except as provided herein, the Escrow Agent shall have no power or duty
to invest any moneys held hereunder or to sell, transfer or otherwise dispose of, or to make
Substitutions of, the Government Obligations.
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The Escrow Agent shall not make substitutions of the Government Obligations
~td hereunder or sell, transfer or otherwise dispose of such Government Obligations provided,
Ig~wever, that:
(a) At the written request of the Village and upon compliance with the
conditions hereinafter stated, the Escrow Agent shall, to the extent from time to time
permitted by law, have the power to sell, transfer, otherwise dispose of or request the
redemption of the Government Obligations acquired hereunder and to substitute therefor
other non-cailable, direct obligations of the United States of America, Refcorp interest
strips or securities fully and unconditionally guaranteed as to the timely payment of
principal and interest by the United States of America, provided, that the full faith and
credit of the United States of America has been pledged to any such direct obligation or
guarantee. The Escrow Agent shall purchase such substituted Government Obligations
with the proceeds derived from the sale, transfer, disposition or redemption of the
Government Obligations. The substitution of Govemmem Obligations described above
may be effected only fi:
(i) the Village shall furnish the Escrow Agent with an opinion of a
gum of independent certified public accountants, that the moneys and Government
Obligations, including the interest to be earned thereon, to be substituted will be
no less than an amount sufficient to pay the redemption price of each series of the
Prior Bonds on the applicable redemption date, and to pay interest on the Prior
Bonds to their respective redemption dates, upon completion of such substitutions;
and
(ii) the Village shall furnish the Escrow Agent with an unqualified
opinion of nationally recognized attorneys on the subject of municipal bonds to
the effect that the substitution is then permitted by law and will not cause any of
the Prior Bonds or the Series 1993 Bonds to become an ~arbitrage bond~ as
hereinafter defined.
Co) If any substitution of Government Obligations pursuant to the provisions
of the preceding subparagraph (a) shall, after the satisfaction of all of the conditions set
forth in clauses (i) and (ii) of said subparagraph (a), result in the creation of any surplus
amount in the Escrow Fund that will not, in the opinion of the f'mn of independent cer- ·
tiffed public accountants referred to in clause (i) of said subparagraph (a), thereafter be
required for the payment of the redemption price of, or the interest on, the Prior Bonds,
in accordance with the provisions of this Agreement, the amount of such surplus shall,
at the written request of the Village, be transferred to the Village.
The Village hereby covenants that no part of the moneys or funds at any time in
t~e Escrow Fund shall be used directly or indirectly to acquire any securities or obligations the
acquisition of which would cause any of the Prior Bonds or Series 1993 Bonds to be an
'arbitrage bond" as defined in Section 148 of the Internal Revenue Code of 1986, and the rules
and regulations promulgated thereunder, as then in effect.
¸'4-
5. The Village has irrevocably elected to refund and redeem the Prior Bonds
ss provided in the Bond Ordinance and this Agreement. The Escrow Agent, in its capacity as
i~d registrar for the Prior Bonds, is hereby directed (a) to select by lot the particular Series
1991A Bonds maturing in 1998, which are to be redeemed, and (b) to mail notice of the
s, demption of the Prior Bonds, not less than 30 days nor more than 60 days prior to each
~ljplicable redemption date, to the registered owners of the Prior Bonds to be redeemed at their
~ addresses appearing in the registration books maintained by it as bond registrar for each
series of the Prior Bonds. The forms of such notices axe set forth in Exhibits attached to this
Agreement. The Escrow Agent acknowledges its obligation to mail such notices to the
~gistered owners of the Prior Bonds in the manner provided for in the applicable bond
ordinance that authorized the issuance of each series of the Prior Bonds.
6. The owners of the Prior Bonds shall have an express lien on all moneys
~md obligations in the Escrow Fund until paid out and applied in accordance with this
Agreement. The Escrow Agent shall not have a lien on the Escrow Fund.
7. In consideration of all Services rendered and to be rendered by the Escrow
Agent under this Agreement, the Vffiage will pay the Escrow Agent a fee of $1,000 on the date
of issuance of the Series 1993 Bonds, and a $1,000 annual fee commencing in 1994.
8. The Escrow Agent may consult with counsel concerning any of its duties
under this Agreement, or in case the Escrow Agent. shall become involved in litigation
concerning this Agreement, other than litigation instituted by the Village, then its reasonable
costs, fees and expenses and the reasonable fees of its attorneys shall be paid by the Village.
9. The Escrow Agent, acting in good faith and in its sole discretion, may
disregard any and all notices or instructions given by the Village or by any other person, finn
or corporation, except (i) notices or instructions specifically provided for under this Agreement
and (ii) orders or process of any court. If any propen'y subject to this Agreement is at any time
attached, garnished, or levied upon under any court order or in case the payment, assignment,
mmsfer, conveyance or delivery of any such propeay shall be stayed or enjoined by any court
order, or in case any order, judgment or decree shall be made or entered by any court affecting
such property or any part thereof, then and in any of such events the Escrow Agent, in its sole
discretion, may rely upon and comply with any such order, writ, judgment, or decree which it
is advised by its legal counsel is binding upon it.
10. The Escrow Agent shall be responsible in fulfilling its duties under this
Agreement to a standard of care which could fairly be attributable to an experienced corporate
escrow agent. The Escrow Agent shall also be duly protected in relying upon any written
notice, demand, certificate or document which it in good faith believes to be genuine.
11. This Agreement shall terminate on June 10, 1998. Any moneys and
obtigations remaining in the Escrow Fund upon termination of this Agreeroent shall be trans-
ferred to the Village.
12. If any one or more of the covenants or agreements provided in this
Agreement on the part of the Village or the Escrow Agent to be performed should be determined
-5-
I}y a cou~ of competent jurisdiction to be contrary to law, such covenant or agreement shall be
~ed and construed to be severable from the remaining covenants and agreements herein
an~tained and shall in no way affect the validity of the remaining provisions of this Agreement.
13. This Agreement is made for the benefit of the Village, the Escrow Agent
a~l the owners from time to time of the Prior Bonds and it shall not be repealed, revoked,
algred or amended without the written consent of all such owners, and the written consent of
fig Escrow Agent; provided however, that the Village and the Escrow Agent may, without the
~oasent of, or notice to, such owners, enter into such agreements supplemental to this
Ag~ement as shall not adversely affect the rights of such owners and as shall not be inconsistent
~ the terms and provisions of this Agreement, for any one or more of the following purposes:
(a) to cure any ambiguity or formal defect or omission in this Agreement; and
Co) tO grant tO, or confer upon the Escrow Agent for the benefit of the owners
of the Prior Bonds, any additional rights, remedies, powers or authority that may
lawfully be granted to, or conferred upon, the Escrow Agent.
The Escrow Agent shall be entitled to rely exclusively upon an unqualified opinion
'nationally recognized attorneys on the subject of municipal bonds with respect tO compliance
,tith this Agreement, including the extent, if any, to which any change, modification, addition
or eliminatiOn affects the rights of the owners of the Prior Bonds or that any instrument executed
lmemhder complies with the conditions and provisions of this Section.
14. Any notice, authoriTation, request for consent or demand required or
l~rmitted tO be given in accordance with the terms of this Agreement shall be in writing.
15. This Agreement may be executed in several counterparts, all of which shall
be regarded for all purposes as one original and shall constitute and be but one and the same
instrument.
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IN WFFNF~S ~F, the pa~ties hereto have each 'caused this 1993 Escrow
Agreement to be executed by their duly authorized officers as of the date first above
VILLAGE OF MOUNT PROSPECT
~'~"Village Pr~dent ' / ~
Clerk
AMk'~ICAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO
Trust Officer
~ V~ President
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S Cl-m~ A
GOVERNMF_2~ OBLIGATIONS
05/05×93 18:19 R.D. NORENE & ASSOC. ?08-998-5503
8UBSGRIPTION FOR PURCHASli AND ISSUE OF
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AGGOUNT INFORMATION FOR
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STATE QO NT
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I~DEMIrFION NOTICE
VILLAGE OF MOUNT PROSPECT, I]~LINOIS
GENERAL OBLIGATION BONDS, SERIF~ 198713
Notice is hereby given that the Village of MOUnt Prospect, Illinois, has elected
to redeem, and will redeem on January I, 1998, $1,915,000 principal amount of General
Obligation Bonds, Series 1987B, of the Village, maturing in the years 1999 to 2006.
The General Obligation Bonds, Series 1987B, to be redeemed are described as
follows:
Maturity Principal Amount CUSIP Number
1999 $265,000
2000 170,000
2001 250,000
2002 195,000
2003 215,000
2004 280,000
~ 2005 300,000
; 2006 240,000
The redemption price of each Bond to be redeemed will be 102 % of the principal
amount thereof. Payment of the redemption price of Bonds called for redemption will become
payable on January 1, 1998, and will be made on or after January 1, 1998, upon presentation
and surrender of the Bonds at the principal corporate txust office of American National Bani: and
Trust Company of Chicago, 33 North la.~alle Street, Chicago, rlllnoi$ 60690.
Interest on the Bonds called for redemption will cease to accrue from and after
Ianuary 1, 1998.
Federal tax law requires that the redeeming institution withhold 20% of the
principal amount of your holdings unless they are provided with your social security number or
federal employer identification number, properly certified. Please submit a W-9 Form, which
may be obtained at a bang or other finnncial institution.
Date: ,1997
Ab4~CAN NATIONAL BANK AND
TRUST COMI~ANY OF CI-IICAGO,
Bond Registrar
-9-
REDEMPTION NOTICE
VILLAGE OF MOUNT PROSPECT, ILLINOIS
GENF_.RAL OBLIGATION BONDS, SERIES 1987D
Notice is hereby given that the Village of Mount Prospect, Illinois, has elected
and will redeem on June 1, 1998, $1,225,000 principal amount of General Obligation
Series 1987D, of the Village, maturing in the years 1998 to 2002, both inclusive, and
as follows:
Maturity_ Principal Amount CUSIP Number
1998 $165,000
1999 200,000
2000 245,000
2001 285,000
2002 330,000
The redemption price of each Bond to be redeemed will be 101% of the principal
; thereof. Payment of the redemption price of Bonds called for redemption will become
on 1une 1, 1998, and will be made on or after June 1, 1998, upon presentation and
of the Bonds at the principal corporate trust office of American National B~nk and
Company of Chicago, 33 North LaSalle Street, Chicago, Illinois 60690.
Interest on the Bonds called for redemption will cease to accme from and after
~ae 1, 1998.
Federal tax law requires that the redeeming institution withhold 20% of the
your holdings unless they are provided with your social security number or
f~deral employer identification number, properly certified. Please submit a W~9 Form, which
may be obtained at a bank or other financial institution..
Date: ,1998
AMI~CAN NATIONAL BANK AND
TRUST COMPANY OF CHICAGO,"
Bond Registrar
-10-
REDEM~ION NOTICE
VILLAGE OF MOUNT PROSPECT, ILLINOIS
GENERAL OBLIGATION BONDS, SEI~W~ 1991A
GENF. IIAL OBLIGATION BONDS, SERlV-.~ 1991B
Notice is hereby given that the Village of Mount Prospect, Illinois, has elected
will redeem on December 1, 1997, $4,680,000 principal amount of General
Series 1991A, of the Village, maturing in the years 1998 to 2005, and the
amount of General Obligation Bonds, Series 1991B, of the Village, maturing
2005.
General Obligation Bonds, Series 1991A, to be redeemed are described as
Ma~ritv Princi_o~ Amount Bond Numbers CUSIP Number
1998 $480,000
1999 505,000
2000 540 000
2001 575 000
2002 605 000
2003 650 000
2004 690 000
2005 675 000
General Obligation Bonds, Series 1991B, to be redeemed are described as
Maturi~ Princ~ CUSIP Number
1998 $40,000 ~
1999 ,40,000
2000 45,000
2001 45,000
2002 50,000
2003 55,000
2004 55,000
2005 60,000
redemption price of each Bond to be redeemed will be 101% of the principal
Payment of the redemption price of Bonds called for redemption will become
December 1, 1997, and will be made on or after December 1, 1997, upon
surrender of the Bonds at the principal corporate trust office of American
Trust Company of Chicago, 33 North lasalle Street, Chicago, Illinois 60690.
-11-
Interest on the Bonds called for redemption will cease to accrue from and after
i~c~aber 1, 1997.
· Federal tax law requires that the redeeming institution withhold 20% of the
~ amount of your holdings unless they are provided with your social security number or
~ ~ employer identification number, properly certified. Please submit a W-9 Form, which
:: ~y be obtained at a bank or other financial institution.
Date: ,1997
AMERICAN NATIONAL BANK AND
TRUST COMI~ANY OF CI-IICAGO,
Bond Registrar