O-31-05 04/11/2005ORDINANCE NO. 0 -31 -05
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
GENERAL OBLIGATION REFUNDING BONDS
(ALTERNATE REVENUE SOURCE), SERIES 2005A, OF
THE VILLAGE OF LEMONT, COOK, DuPAGE AND WILL
COUNTIES, ILLINOIS, PROVIDING THE DETAILS OF
SUCH BONDS AND FOR AN ALTERNATE REVENUE
SOURCE AND THE LEVY OF DIRECT ANNUAL TAXES
SUFFICIENT TO PAY THE PRINCIPAL OF AND
INTEREST ON SUCH BONDS, AND RELATED MATTERS
WHEREAS, the Village of Lemont, Cook, DuPage and Will Counties, Illinois
(the "Issuer "), is a non -home rule municipality duly established, existing and operating in
accordance with the provisions of the Illinois Municipal Code (Section 5/1 -1 -1 et seq. of Chapter
65 of the Illinois Compiled Statutes, including the Tax Increment Allocation Redevelopment Act
(Section 11- 74.4 -1 et seq.) (the "TIF Act "), as supplemented and amended, including by the
Local Government Debt Reform Act (Section 350/1 et seq. of Chapter 30 of the Illinois
Compiled Statutes)), and pursuant to a series of Ordinances (Ordinance No. 689, No. 690 and
No. 691, each adopted May 28, 1991, collectively, the "TIF Ordinances ") under the TIF Act
designated the Downtown Redevelopment Project Area (the "Redevelopment Project Area "),
approved the "Downtown Lemont Tax Increment Redevelopment Project and Plan" (the
"Redevelopment Plan" and the related "Redevelopment Project ") and adopted tax increment
finance ( "TIF ") for the Redevelopment Project Area; and
WHEREAS, the President and Board of Trustees of the Issuer (the "Corporate
Authorities ") has determined that it is advisable, necessary and in the best interests of the
Issuer's public health, safety and welfare to refinance certain redevelopment project costs
(collectively, the "Prior Projects ") financed with proceeds of certain outstanding TIF alternate
bonds (collectively, the "Prior Bonds "); and
WHEREAS, the total estimated cost of refunding the Prior Bonds (the
"Refunding "), including related issuance costs and other expenses, is to be paid from proceeds
of the Issuer's hereinafter described alternate bonds, being general obligation in lieu of revenue
bonds as authorized by Section 15 of the Local Government Debt Reform Act (Section 350/15 of
Chapter 30 of the Illinois Compiled Statutes), but nevertheless expected to be paid from receipts
of certain incremental property taxes determined according to the TIF Act (the "Incremental
Taxes "), as further provided in this ordinance, rather than by any levy of taxes, and any balance
from other funds legally available for such purposes; and
WHEREAS, the estimated cost to provide for the Refunding, and related legal,
financial, bond discount, printing and publication costs, and other expenses, preliminary to and in
connection with the Project is anticipated not to exceed the amount presently anticipated and
planned to be paid from proceeds of the hereinafter described Bonds; and
WHEREAS, ORDINANCE NO. 07 -05, AN ORDINANCE AUTHORIZING
THE ISSUANCE OF ALTERNATE REVENUE SOURCE BONDS (IN LIEU OF REVENUE
BONDS) OF THE VILLAGE OF LEMONT, ILLINOIS, TO REFINANCE
REDEVELOPMENT PROJECT COSTS IN THE VILLAGE'S DOWNTOWN
REDEVELOPMENT PROJECT AREA (the "Preliminary Ordinance "), passed and approved
January 24, 2005, together with a separate notice of intent to issue altemate bonds (being general
obligation in lieu of revenue bonds) was published on January 28, 2005, in the Lemont
Reporter /Met, a newspaper published and of general circulation in the corporate limits of the
Issuer, and more than thirty (30) days have elapsed since the date of publication of the
Preliminary Ordinance and such notice described above, and the Issuer has received no petition
in connection with the alternate bonds or the Project, a form of petition therefor being at all
relevant times available in the office of the Village Clerk; and
WHEREAS, pursuant to and in accordance with the provisions of Section 15 of
the Local Government Debt Reform Act (Section 350/15 of Chapter 30 of the Illinois Compiled
Statutes), as supplemented and amended, the Preliminary Ordinance and this ordinance, the
Issuer is authorized to issue its General Obligation Refunding Bonds (Alternate Revenue
Source), Series 2005A (the "Bonds "), up to the aggregate principal amount of $7,880,000, for
the purpose of providing funds to pay all or a portion of the costs of the Refunding; and
WHEREAS, in connection with the Bonds, with notice having been published on
February 18, 2005, a hearing was held and conducted on March 14, 2005 under the Bond Issue
Notification Act (30 ILCS 352/1 et seq.); and
WHEREAS, under this ordinance the Issuer will authorize the acceptance of the
proposed Bond purchase contract (the "Bond Purchase Agreement ") to be entered into by and
between the Issuer and Bernardi Securities, Inc., Chicago, Illinois (the "Purchaser ") and as
described in the Preliminary Official Statement (which when duly supplemented and completed
shall constitute the final "Official Statement ") in connection with the offering of the Bonds for
negotiated sales, as supplemented by the related Continuing Disclosure Certificate and
Agreement (the "Disclosure Agreement "); and
WHEREAS, for convenience of reference only this ordinance is divided into
numbered sections with headings, which shall not define or limit the provisions hereof, as
follows:
Page
Preambles 1
Section 1. Definitions 3
Section 2. Preambles, Authority and Useful Life 7
Section 3. Authorization and Terms of Bonds 7
Section 4. Execution and Authentication 11
Section 5. Transfer, Exchange and Registration 11
Section 6. Bond Registrar and Paying Agent 14
Section 7. Alternate Bonds; General Obligations 15
Section 8. Form of Bonds 16
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Section 9. Levy and Extension of Taxes 21
Section 10. Related Agreements 23
Section 11. Revenue Fund 23
Section 12. Bond Proceeds Account 25
Section 13. Issuance of Additional Bonds 26
Section 14. Arbitrage Rebate 27
Section 15. Investment Regulations 27
Section 16. Non - Arbitrage and Tax - Exemption 28
Section 17. Further Assurances and Actions 32
Section 18. General Covenants 32
Section 19. Ordinance to Constitute a Contract 34
Section 20. Severability and No Contest 34
Section 21. Policy of Insurer 35
Section 22. Bank Qualified Bonds 35
Section 23. Conflict 35
Section 24. Effective Date 35
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND
BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK, DuPAGE AND
WILL COUNTIES, ILLINOIS, as follows:
Section 1. Definitions. Certain words and terms used in this ordinance shall
have the meanings given them herein, including above in the preambles hereto, and the meanings
given them in this Section 1, unless the context or use clearly indicates another or different
meaning is intended. Certain definitions are as follows:
"Act" means, collectively, the Local Government Debt Reform Act (Section
350/1 et seq. of Chapter 30 (and particularly Section 350/15 thereof) of the Illinois Compiled
Statutes, as supplemented and amended, and the Illinois Municipal Code (Section 5/1 -1 -1 et seq.
of Chapter 65 of the Illinois Compiled Statutes, including the Tax Increment Allocation
Redevelopment Act (the "TIF Act ")), as supplemented and amended, including by applicable
laws authorizing, directing distribution and otherwise in connection with Incremental Taxes,
including, without limitation, by the Registered Bond Act, the Illinois Bond Replacement Act
and the Bond Authorization Act.
"Adjusted Redevelopment Project Area" means the Redevelopment Project
Area less that part presently a part thereof described as follows:
The arca to be deleted from the Redevelopment project Area begins at thc northeast comer of A.T.&
SF Railroad Right of Way and Stephens Street. It runs south along the west side of Stephens Street
to the southeast comer of 110 and 106 Stephens Street. It then turns northwest and proceeds along
the south lot lines of these lots. It turns south and proceeds along thc west lot lint of 305 Canal
Street. It continues west along this lot line crossing Lemont. It then turns south to the southeast
comer of 225 Canal Street. It runs along this lot line to 208 Talcott Street turning north. It then
follows the west lot line of 208 Talcott Street and 225 Canal Street. It turns west and runs along the
lot lines of 210 River Street and 220 River Street crossing Statc Street. At the southeast comer of 46
State Street it tums south again following the lot line of 61 S. New Avenue. It then turns west
running along the north end of the 1 & M Canal. It turns north at the southwest corner of 225 Canal
Street and continues north to the right of way of the A.T. & SF. Railroad. It turns cast and follows
the right of way to the beginning.
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"Alternate Bonds" means "alternate bonds" as described in Section 15 of the
Local Government Debt Reform Act (Section 350/15 of Chapter 30 of the Illinois Compiled
Statutes), and includes expressly the Bonds.
"Arbitrage Regulation Agreement" means the Issuer's Arbitrage Regulation
Agreement in connection with, among other things, arbitrage rebate under Section 148(0(2) of
the Code.
"Bond" or "Bonds" means the Issuer's $4,290,000 maximum principal amount
General Obligation Refunding Bonds (Alternate Revenue Source), Series 2005A, authorized to
be issued by this ordinance.
"Bond Order" means a Bond Order as defined in Section 3(a) hereof.
"Bond Year" means each annual period of December 2 in a year to and including
December 1 in the next year, with the first Bond Year ending on December 1, 2005, or as
otherwise authorized by applicable law.
"Code" means the Intemal Revenue Code of 1986, as amended, and includes
related and applicable Income Tax Regulations promulgated by the Treasury Department.
"Corporate Authorities" means the President and Board of Trustees of the
Issuer.
"Depository" means the securities depository in connection with global -book-
entry registration of the Bonds, initially The Depository Trust Company ( "DTC "), New York,
New York.
"Disclosure Agreement" means the Issuer's Continuing Disclosure Certificate
and Agreement under Rule 15c2 -12.
"Escrow Agreement" means the Escrow Agreement by and between the Issuer
and Amalgamated Bank of Chicago, as Escrow Agent (the "Escrow Agent ") to effect the
refunding and defeasance of the Prior Bonds.
"Fiscal Year" means the Issuer's fiscal year, not inconsistent with applicable law.
"Fund" means the Revenue Fund (2005), created and established under this
ordinance.
"Incremental Taxes" means the incremental property taxes derived from the
Adjusted Redevelopment Project Area and on a subordinate basis from that part of the initial
Redevelopment Project Area from which incremental property taxes are pledged to the 2000
Senior Bonds.
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"Insurer" means Ambac Assurance Corporation, or other issuer, if any, of a
Policy, securing the payment when scheduled due of the principal of and interest on the Bonds.
"Issuer" means the Village of Lemont, Cook, DuPage and Will Counties, Illinois.
"Investment Securities" shall have the meaning set forth in the Escrow
Agreement, which, together with any required initial cash deposit, shall constitute the deposit to
the Escrow Account (the "Escrow Account ") under the Escrow Agreement to defease the Prior
Bonds.
"Junior Bond" means any Outstanding bond or Outstanding bonds payable from
the Junior Debt Service Account of the Bond and Interest Account of the Fund, and includes
expressly the Bonds.
"1996 Bonds" means the Issuer's outstanding General Obligation Tax Increment
Bonds, Series 1996 (Alternate Revenue Source), issued under Ordinance No. 986, adopted June
10, 1996 (the "1996 Ordinance ") to finance certain redevelopment project costs (the "1996
Project ").
"Outstanding ", when used with reference to any bond, means any bond which is
outstanding and unpaid; provided, however, such term shall not include bonds: (i) which have
matured and for which moneys are on deposit with proper paying agents, or are otherwise
properly available, sufficient to pay all principal and interest thereof, or (ii) the provision for
payment of which has been made by the Issuer by the deposit in an irrevocable trust or escrow of
funds of direct, full faith and credit obligations of the United States of America, the principal and
interest of which will be sufficient to pay at maturity or as called for redemption all the principal
of and applicable premium on such Bonds, and will not result in the loss of the exclusion from
gross income of the interest thereon under Section 103 of the Code.
"Parity Bonds" means bonds or any other obligations which share ratably and
equally in the Revenues with either the Senior Bonds or the Junior Bonds, as set forth and
provided for in any such ordinance authorizing the issuance of any such Parity Bonds.
"Pledged Revenues" means the Revenues, which constitute a "revenue source"
under the Local Government Debt Reform Act.
"Policy" means the Insurer's Financial Guaranty Insurance Policy or other credit
facility insuring and securing the scheduled payments when due of the principal of and interest
on the Bonds.
"Prior Bonds" means, collectively, the Issuer's outstanding 1996 Bonds, 2000B
Bonds and 2003A Bonds.
"Prior Projects" means, collectively, the 1996 Project, the 2000B Project and the
2003A Project.
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"Purchase Agreement" means the written offer and commitment of the
Purchaser to purchase the Bonds, which upon acceptance and execution by the Issuer and the
Purchaser constitutes the Purchase Agreement for the Bonds.
"Purchaser" means Bernardi Securities, Inc., with its principal office in Chicago,
Illinois, the underwriter in connection with the Bonds.
"Qualified Investments" means legal investments of the Issuer under applicable
law, as shall be limited by an Insurer's Policy, if any, and related application and commitment
which limits investments.
"Redevelopment Plan" shall have the meaning set forth above in the recitals in
the preamble to this ordinance.
"Redevelopment Project" shall have the meaning set forth above in the recitals
in the preamble to this ordinance.
"Redevelopment Project Area" shall have the meaning set forth above in the
recitals in the preamble to this ordinance.
"Refunding" shall have the meaning set forth above in the recitals in the
preamble to this ordinance.
"Revenues" means, subject to any existing prior lien or pledge, including under
the Issuer's Ordinance No. 0- 29 -00, adopted May 22, 2000 all Incremental Taxes received and to
be received, and to the extent lawful includes all investment income and earnings thereon,
derived from the Adjusted Redevelopment Project Area.
"Rule 15c2 -12" means Rule 15c2 -12 of the Securities and Exchange
Commission.
"Senior Bond" means any Outstanding bond or Outstanding bonds payable from
the Senior Debt Service Account of the Bond and Interest Account of the Fund under this
ordinance.
"Special Tax Allocation Fund" or "Fund" means the special tax allocation fund
for the Redevelopment Project Area under the TIF Act.
"TIF" shall have the meaning set forth above in the recitals in the preamble to
this ordinance.
"TIF Act" shall have the meaning set forth above in the recitals in the preamble
to this ordinance.
"TIF Ordinances" shall have the meaning set forth above in the recitals in the
preamble to this ordinance.
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"2000B Bonds" means the Issuer's outstanding General Obligation Bonds
(Alternate Revenue Source), Series 2000B, issued under Ordinance No. 0- 39 -00, adopted July
10, 2000 (the "2000B Ordinance "), to finance certain redevelopment project costs (the "2000B
Project ").
"2003A Bonds" means the Issuer's outstanding General Obligation Bonds
(Alternate Revenue Source), Series 2003A, issued under Ordinance No. 0 -7 -03, adopted
February 10, 2003 (the "2003A Ordinance "), to finance certain redevelopment project costs (the
"2003A Project ").
"2000 Senior Bonds" means the Issuer's outstanding Senior Lien Tax Increment
Revenue Bonds (Lemont Senior Housing L.P.I. Project), Series 2000, issued under Ordinance
No. 0- 29 -00, adopted May 22, 2000 (the "2000 Ordinance ")
Section 2. Preambles, Authority and Useful Life. The Corporate Authorities
hereby find that all the recitals contained in the preambles and recitals to this ordinance are true,
complete and correct, and hereby incorporate them into this ordinance by this reference thereto.
This ordinance is adopted pursuant to the Constitution and applicable laws of the State of
Illinois, including the Act, for the purpose of paying all or a portion of the costs of the
Refunding and costs of issuance of the Bonds. The Corporate Authorities hereby determine the
period of usefulness of each Prior Project to be not less than eleven (11) years from the expected
date of delivery of the Bonds.
Section 3. Authorization and Terms of Bonds. To meet all or a part of the
estimated cost of the Refunding, there is hereby appropriated the sum of $4,290,000, to be
derived from the proceeds of the Bonds. For the purpose of financing such appropriation, the
Bonds of the Issuer shall be issued and sold in the aggregate principal amount sct forth above,
shall each be designated "General Obligation Refunding Bond (Alternate Revenue Source),
Series 2005A ", and shall be issuable in the denomination of $5,000 each or any authorized
integral multiple thereof. The Bonds shall be on parity with each other, sharing ratably and
equally in the Pledged Revenues, regardless of when issued.
(a) General Terms. The Bonds shall be numbered consecutively from 1
upwards in order of their issuance and may bear such identifying numbers or letters as shall be
useful to facilitate the registration, transfer and exchange of the Bonds. Unless otherwise
determined in an order to authenticate the Bonds (in any event to be as of or after April 15, 2005,
and as of or before the date or dates of the issuance and sale thereof and acceptable to the
Purchascr), each Bond shall be dated April 15, 2005. The Bonds are hereby authorized to bear
interest at the rates percent per annum set forth below and shall mature on December 1 of the
years and in the principal amount in each year, as follows:
Principal Interest
Year Amount($) Rate ( %)
2005 160,000 2.30
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2006 335,000 2.75
2007 345,000 3.00
2008 355,000 3.20
2009 405,000 3.40
2010 420,000 3.50
2011 435,000 3.60
2012 495,000 3.75
2013 510,000 3.80
2014 530,000 3.90
2015 300,000 4.00
Each Bond shall bear interest from its date, or from the most recent interest payment date to
which interest has been paid, computed on the basis of a 360 -day year consisting of twelve 30-
day months, and payable in lawful money of the United States of America, semiannually on each
June 1 and December 1, commencing December 1, 2005, at the rates percent per annum herein
provided. The Bonds shall bear interest at not to exceed such rates and mature in the principal
amount in each year, but not exceeding $4,290,000 in the aggregate, if different than as set forth
above, as set forth in a Bond Order, and not otherwise. For purposes of the foregoing and
otherwise in this ordinance, the term "Bond Order" shall mean a certificate signed by the
Village President, and attested by the Village Clerk and under the seal of the Issuer, setting forth
and specifying details of the Bonds, including, but not limited to, as the case may be, payment
dates, dated dates, final interest rates, principal and/or interest payment dates, optional and
mandatory call provisions, identification of a Bond Registrar and Paying Agent, Insurer or Policy
and the final maturity schedule, pursuant to this ordinance. The Bonds shall be conformed to an
applicable Bond Order. The principal of and premium, if any, on the Bonds shall be payable in
lawful money of the United States of America upon presentation and surrender thereof at the
principal corporate trust office of the financial institution designated in this ordinance to act as
the Paying Agent for the Bonds (including its successors, the "Paying Agent "). Interest on the
Bonds shall be payable on each interest payment date to the registered owners of record
appearing on the registration books maintained by the financial institution designated in this
ordinance to act as the Bond Registrar on behalf of the Issuer for such purpose (including its
successors, the "Bond Registrar "), at the principal corporate trust office of the Bond Registrar
as of the close of business on the fifteenth (15th) day (whether or not a business day) of the
calendar month next preceding the applicable interest payment date. Interest on the Bonds shall
be paid by check or draft mailed by the Paying Agent to such registered owners at their addresses
appearing on the registration books.
(b) Redemption.
(i) Bonds maturing on and after December 1, 2015 shall be subject to
redemption prior to maturity on December 1, 2014, and thereafter in whole or in part on
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any date, from any maturity or maturities specified by the Issuer (but in inverse order if
none is specified), at a redemption price of par, plus accrued interest to the date fixed for
redemption.
(ii) Bonds maturing on December 1 of the years designated as Term
Bonds in Section 3(a) above or in a Bond Order (as applicable, the "Term Bonds ") are
subject to mandatory sinking fund redemption in the principal amount on December 1 of
the years as shall be specified in such a Bond Order.
At its option before the 45`h day (or such lesser time acceptable to
the Bond Registrar) next preceding any mandatory sinking fund redemption date in
connection with Term Bonds the Issuer by furnishing the Bond Registrar and the Paying
agent an appropriate certificate of direction and authorization executed by the Village
President, Village Administrator or Village Treasurer may: (i) deliver to the Bond
Registrar for cancellation Term Bonds in any authorized aggregate principal amount
desired; or (ii) furnish the Paying Agent funds for the purpose of purchasing any of such
Term Bonds as arranged by the Issuer; or (iii) receive a credit (not previously given)
with respect to the mandatory sinking fund redemption obligation for such Term Bonds
which prior to such date have been redeemed and cancelled. Each such Bond so
delivered, previously purchased or redeemed shall be credited at 100% of the principal
amount thereof, and any excess shall be credited with regard to future mandatory sinking
fund redemption obligations for such Bonds in chronological order, and the principal
amount of Bonds to be so redeemed as provided shall be accordingly reduced. In the
event Bonds being so redeemed are in a denomination greater than $5,000 a portion of
such Bonds may be so redeemed, but such portion shall be in the principal amount of
$5,000 each or any authorized integral thereof.
(iii) In the event of the redemption of less than all the Bonds of like
maturity, the aggregate principal amount thereof to be redeemed shall be $5,000 or an
integral multiple thereof and the Bond Registrar shall assign to each Bond of such
maturity a distinctive number for each $5,000 principal amount of such Bond and shall
select by lot from the numbers so assigned as many numbers as, at $5,000 for each
number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to
be redeemed shall be the Bonds to which were assigned numbers so selected; provided
that only so much of the principal amount of each Bond shall be redeemed as shall equal
$5,000 for each number assigned to it and so selected.
The Issuer shall deposit with the Paying Agent an amount of money sufficient to
pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on the
redemption date, together with interest to such redemption date, prior to giving any notice of
redemption. With notice at least forty-five (45) days before the redemption date (or lesser notice
acceptable to the Bond Registrar) to the Bond Registrar by the Issuer, but such notice shall not be
required by any Term Bond mandatory sinking fund redemption, notice of the redemption of
Bonds shall be given by first class mail not less than thirty (30) days nor more than sixty (60)
days prior to the date fixed for such redemption to the registered owners of Bonds to be
redeemed at their last addresses appearing on such registration books. The Bonds or portions
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thereof specified in such notice shall become due and payable at the applicable redemption price
on the redemption date therein designated, together with interest to the redemption date. If there
shall be drawn for redemption less than all of a Bond, the Issuer shall execute and the Bond
Registrar shall authenticate and deliver, upon the surrender of such Bond, without charge to the
registered owner thereof, for the unredeemed balance of the Bond so surrendered, Bonds of like
maturity and of the denomination of $5,000 or any authorized integral multiple thereof.
All notices of redemption shall include at least the information as follows: (1) the
redemption date; (2) the redemption price; (3) if less than all of the Bonds of a given maturity are
to be redeemed, the identification and, in the case of partial redemption of the Bonds, the
respective principal amounts of the Bonds to be redeemed; (4) a statement that on the redemption
date the redemption price will become due and payable upon each such Bond or portion thereof
called for redemption and that interest thereon shall cease to accrue from such date; and (5) the
place where such Bonds are to be surrendered for payment of the redemption price, which place
of payment shall be the principal office of the Paying Agent.
Notice of redemption having been so given, the Bonds or portions of Bonds so to
be redeemed shall, on the redemption date, become due and payable at the redemption price
therein specified, and from and after such date such Bonds or portions of Bonds shall cease to
bear interest. Neither the failure to mail such redemption notice nor any defect in any notice so
mailed to any particular registered owner of a Bond shall affect the sufficiency of such notice
with respect to other registered owners. Notice having been properly given, failure of a
registered owner of a Bond to receive such notice shall not be deemed to invalidate, limit or
delay the effect of the notice or the redemption action described in the notice. Such notice may
be waived in writing by a registered owner of a Bond, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice shall be filed, if at all, with the
Bond Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver. Upon surrender of such Bonds for redemption in accordance
with such notice, such Bonds shall be paid by the Paying Agent at the redemption price. Interest
due on or prior to the redemption date shall be payable as herein provided for payment of
interest.
In addition to the foregoing notice set forth above, further notice shall be given by
the Bond Registrar on behalf of the Issuer as set out below, but no defect in such further notice
nor any failure to give all or any portion of such further notice shall in any manner defeat the
effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further
notice of redemption given hereunder shall contain the information required above for an official
notice of redemption plus (a) the CUSIP number of all Bonds being redeemed; (b) the date of
issue of the Bonds as originally issued; (c) the rate of interest borne by each Bond being
redeemed; (d) the maturity date of each Bond being redeemed; and (e) any other descriptive
information needed to identify accurately the Bonds being redeemed.
Each further notice of redemption shall be sent at least thirty -five (35) days before
the redemption date to all registered securities depositories then in the business of holding
substantial amounts of obligations of types comprising the Bonds and to one or more national
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information services, chosen in the discretion of the Bond Registrar, that disseminate notice of
redemption of obligations such as the Bonds.
Upon the payment of the redemption price of Bonds being redeemed, each check
or other transfer of funds issued for such purpose shall identify the Bond or Bonds, or portion
thereof, being redeemed with the proceeds of such check or other transfer.
If any Bond or portion of Bond called for redemption shall not be so paid upon
surrender thereof for redemption, the principal, and premium, if any, shall, until paid, bear
interest from the redemption date at the rate borne by the Bond or portion of such Bond so called
for redemption. All Bonds which have been redeemed shall be cancelled and destroyed by the
Bond Registrar and shall not be reissued.
Section 4. Execution and Authentication. Each Bond shall be executed in the
name of the Issuer by the manual or authorized facsimile signature of its Village President and
the corporate seal of the Issuer, or a facsimile thereof, shall be thereunto affixed, impressed or
otherwise reproduced or placed thereon and attested by the manual or authorized facsimile
signature of its Village Clerk. Temporary Bonds; preliminary to the availability of Bonds in
definitive form, shall be and are hereby authorized and approved.
In case any officer whose signature, or a facsimile of whose signature, shall
appear on any Bond shall cease to hold such office before the issuance of such Bond, such Bond
shall nevertheless be valid and sufficient for all purposes, the same as if the person whose
signature, or a facsimile thereof, appears on such Bond had not ceased to hold such office. Any
Bond may be signed, sealed or attested on behalf of the Issuer by any person who, on the date of
such act, shall hold the proper office, notwithstanding that at the date of such Bond such person
may not hold such office. No recourse shall be had for the payment of any Bonds against the
President and Board of Trustees or any officer or employee of the Issuer (past, present or future)
who executes the Bonds, or on any other basis.
Each Bond shall bear thereon a certificate of authentication executed manually by
the Bond Registrar. No Bond shall be entitled to any right or benefit under this ordinance or
shall be valid or obligatory for any purpose until such certificate of authentication shall have
been duly executed by the Bond Registrar. Such certificate of authentication shall have been
duly executed by the Bond Registrar by manual signature, and such certificate of authentication
upon any such Bond shall be conclusive evidence that 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 employee or officer sign the certificate of
authentication on all of the Bonds issued hereunder.
Section 5. Transfer, Exchange and Re¢istration. The Bonds shall be
negotiable, subject to the provisions for registration of transfer contained herein and related to
book -entry only registration.
(a) General This subsection (a) is subject to the provisions of subsection (b)
concerning book -entry only provisions. The Issuer 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 corporate trust office of the Bond Registrar, which is hereby constituted and appointed
the Bond Registrar of the Issuer. The Issuer is authorized to prepare, and the Bond Registrar
shall keep custody of, multiple Bond blanks executed by the Issuer for use in the issuance from
time to time of the Bonds and in the transfer and exchange of Bonds.
Upon surrender for transfer of any Bond at the principal corporate trust office of
the Bond Registrar, duly endorsed by, or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Bond Registrar and duly executed by the registered owner or
such owner's attorney duly authorized in writing, the Issuer shall execute and the Bond Registrar
shall authenticate, date and deliver in the name of the transferee or transferees a new fully
registered Bond or Bonds of the same series and maturity of authorized denominations, for a like
aggregate principal amount. Any fully registered Bond or Bonds may be exchanged at the office
of the Bond Registrar for a like aggregate principal amount of Bond or Bonds of the same series
and maturity of other authorized denominations. The execution by the Issuer of 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 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 principal of,
premium (if any) or interest on any Bond shall be made only to or upon the order of the
registered owner thereof or such registered owner's legal representative. All such payments shall
be valid and effectual to satisfy and discharge the 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 Bonds, but the
Issuer or the Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange of Bonds.
The Village President or Village Treasurer may, in his or her discretion at any
time, designate a bank with trust powers or trust company, duly authorized to do business as a
bond registrar, paying agent, or both, to act in one or both such capacities hereunder, in the event
the Village President or Treasurer shall determine it to be advisable. Notice shall be given to the
registered owners of any such designation in the same manner, as near as may be practicable, as
for a notice of redemption of Bonds, and as if the date of such successor taking up its duties were
the redemption date.
The Bond Registrar shall not be required to exchange or transfer any Bond during
the period from the fifteenth (15th) day of the month next preceding any interest payment date to
such interest payment date or during the period of fifteen (15) days next preceding the mailing of
a notice of redemption which could designate all or a part of such Bond for redemption, or after
such mailing.
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(b) Book -Entry -Only Provisions. Unless otherwise set forth in a Bond Order, as
the case may be, the Bonds shall be issued in the form of a separate single fully registered Bond
of each series for each of the maturities of the Bonds. Upon initial issuance, the ownership of
each such Bond may be registered in the Bond Register therefor in a street name of the
Depository, or any successor thereto, as nominee of the Depository. The outstanding Bonds
from time to time may be registered in the Bond Register in a street name, as nominee of the
Depository. If not already done, the Village President or Village Treasurer is authorized to
execute and deliver on behalf of the Issuer such letters to or agreements with the Depository as
shall be necessary to effectuate such book -entry system (any such letter or agreement being
referred to herein as the "Representation Letter "). Without limiting the generality of the
authority given to the Village President or Village Treasurer with respect to entering into such
Representation Letter, it may contain provisions relating to (a) payment procedures, (b) transfers
of the Bonds or of beneficial interest therein, (c) redemption notices and procedures unique to the
Depository, (d) additional notices or communications, and (e) amendment from time to time to
conform with changing customs and practices with respect to securities industry transfer and
payment practices.
With respect to Bonds registered in the Bond Register in the name of a nominee
of the Depository, the Issuer and the Bond Registrar shall have no responsibility or obligation to
any broker - dealer, bank or other financial institution for which the Depository holds Bonds from
time to time as securities depository (each such broker - dealer, bank or other financial institution
being referred to herein as a "Depository Participant ") or to any person on behalf of whom
such a Depository Participant holds an interest in the Bonds (i.e., "indirect participants" and
"beneficial owners "). Without limiting the meaning of the foregoing, the Issuer and the Bond
Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the records
of the Depository, the nominee, or any Depository Participant with respect to any ownership
interest in the Bonds, (b) the delivery to any Depository Participant or any other person, other
than a registered owner of a Bond as shown in the Bond Register, of any notice with respect to
the Bonds, including any notice of redemption, or (c) the payment to any Depository Participant
or any other person, other than a registered owner of a Bond as shown in the Bond Register, of
any amount with respect to principal of or interest on the Bonds.
As long as the Bonds are held in a book- entry-only system, no person other than
the nominee of the Depository, or any successor thereto, as nominee for the Depository, shall
receive a Bond certificate with respect to any Bonds. Upon delivery by the Depository to the
Bond Registrar of written notice to the effect that the Depository has determined to substitute a
new nominee in place of the prior nominee, and subject to the provisions hereof with respect to
the payment of interest to the registered owners of Bonds as of the close of business on the
fifteenth (15th) day of the month next preceding the applicable interest payment date, the
reference herein to nominee in this ordinance shall refer to such new nominee of the Depository.
In the event that (a) the Issuer determines that the Depository is incapable of
discharging its responsibilities described herein and in the Representation Letter, (b) the
agreement among the Issuer, the Bond Registrar, the Paying Agent and the Depository evidenced
by the Representation Letter shall be terminated for any reason or (c) the Issuer determines that it
is in the best interests of the beneficial owners of the Bonds that they be able to obtain
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certificated Bonds, the Issuer shall notify the Depository and the Depository Participants of the
availability of Bond certificates, and the Bonds shall no longer be restricted to being registered in
the Bond Register in the name of a nominee of the Depository. At that time, the Issuer may
determine that the Bonds shall be registered in the name of and deposited with a successor
depository operating a book -entry system, as may be acceptable to the Issuer, or such
depository's agent or designee, and if the Issuer does not select such alternate book -entry system,
then the Bonds may be registered in whatever name or names registered owners of Bonds
transferring or exchanging Bonds shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this ordinance to the contrary, so long as any Bond is
registered in the name of a nominee of the Depository, all payments with respect to principal of
and interest on such Bond and all notices with respect to such Bond shall be made and given,
respectively, in the manner provided in the Representation Letter.
Section 6. Bond Registrar and Paving Agent. With respect to this ordinance
and the Bonds the Bond Registrar and Paying Agent shall be Amalgamated Bank of Chicago,
with its principal corporate trust office in Chicago, Illinois. The Issuer covenants that it shall at
all times retain a Bond Registrar and Paying Agent with respect to the Bonds and shall cause to
be maintained at the office of such Bond Registrar a place where Bonds may be presented for
registration of transfer or exchange, that it will maintain at the designated office of the Paying
Agent a place where Bonds may be presented for payment, that it shall require that the Bond
Registrar maintain proper registration books and that it shall require the Bond Registrar and
Paying Agent to perform the other duties and obligations imposed upon each of them by this
ordinance in a manner consistent with the standards, customs and practices concerning municipal
securities. The Issuer may enter into appropriate agreements with any Bond Registrar and any
Paying Agent in connection with the foregoing, including as follows:
(a) to act as Bond Registrar, authenticating agent, Paying Agent and transfer
agent as provided herein;
(b) to maintain a list of the registered owners of the Bonds as set forth herein
and to furnish such list to the Issuer upon request, but otherwise to keep such list
confidential;
(c) to cancel and/or destroy Bonds which have been paid at maturity or
submitted for exchange or transfer;
(d) to give notices of redemption of Bonds to be redeemed;
(e)
to furnish the Issuer at least annually a certificate with respect to Bonds
cancelled and/or destroyed; and
(f) to furnish the Issuer upon its written request at least annually an audit
confirmation of Bonds paid, Bonds outstanding and payments made with respect to
interest on the Bonds.
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In any event, the Bond Registrar and Paying Agent shall comply with (a) - (f) above and shall
timely give notices related to mandatory sinking fund redemption.
The Bond Registrar and Paying Agent shall signify their acceptances of the duties
and obligations imposed upon them by this ordinance. The Bond Registrar by executing the
certificate of authentication on any Bond shall be deemed to have certified to the Issuer that it
has all requisite power to accept, and has accepted, such duties and obligations, not only with
respect to the Bond so authenticated but with respect to all of the Bonds. The Bond Registrar
and Paying Agent are the agents of the Issuer for such purposes and shall not be liable in
connection with the performance of their respective duties except for their own negligence or
default. The Bond Registrar shall, however, be responsible for any representation in its
certificate of authentication on the Bonds.
The Issuer may remove the Bond Registrar or Paying Agent at any time. In case
at any time the Bond Registrar or Paying Agent shall resign (such resignation to not be effective
until a successor has accepted such role) or shall be removed or shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of
the Bond Registrar or Paying Agent, or of its property, shall be appointed, or if any public officer
shall take charge or control of the Bond Registrar or Paying Agent or of their respective
properties or affairs, the Issuer covenants and agrees that it will thereupon appoint a successor
Bond Registrar or Paying Agent, as the case may be. The Issuer shall mail or cause to be mailed
notice of any such appointment made by it to each registered owner of Bonds within twenty (20)
days after such appointment. Any Bond Registrar or any Paying Agent appointed under the
provisions of this Section 6 shall be a bank, trust company or other qualified professional with
respect to such matters, authorized to exercise such functions in the State of Illinois.
Section 7. Alternate Bonds; General Oblivations. The Bonds are and
constitute Alternate Bonds under the Local Govemment Debt Reform Act, anticipated to be
payable from Pledged Revenues as Junior Bonds. Under and pursuant to Section 15 of the Local
Government Debt Reform Act, the full faith and credit of the Issuer are hereby irrevocably
pledged to the punctual payment of the principal of, premium, if any, and interest on the Bonds;
the Bonds shall be direct and general obligations of the Issuer; and the Issuer shall be obligated
to levy ad valorem taxes upon all the taxable property within the Issuer's corporate limits, for the
payment of the Bonds and the interest thereon, without limitation as to rate or amount (such ad
valorem taxes being the "Pledged Taxes ").
Pledged Revenues are hereby determined by the Corporate Authorities to be
sufficient to provide for or pay in each year to final maturity of the Bonds all of the
following: (1) the debt service on all Outstanding revenue bonds payable from Pledged
Revenues, (2) all amounts required to meet any fund or account requirements with respect to
such Outstanding revenue bonds, (3) other contractual or tort liability obligations, if any, payable
from such Pledged Revenues, and (4) in each year, an amount not less than 1.25 times debt
service of all (i) Alternate Bonds payable from such Pledged Revenues previously issued and
outstanding, and (ii) Alternate Bonds payable from such Pledged Revenues proposed to be
issued, including the Bonds. The Pledged Revenues shall be and are hereby determined by the
Corporate Authorities to provide in each year an amount not less than 1.25 times debt service (as
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defined in Section 2 of the Local Government Debt Reform Act) of Alternate Bonds payable
from such revenue sources previously issued and outstanding, of which there are none, and
Alternate Bonds proposed to be issued. Such conditions enumerated need not be met for that
amount of debt service (as defined in Section 2 of the Local Government Debt Reform Act)
provided for by the setting aside of proceeds of bonds or other moneys at the time of the delivery
of such bonds. The Pledged Revenues are hereby determined by the Corporate Authorities to
provide in each year all amounts required to meet any fund or account requirements with respect
to this ordinance, any contractual or tort liability obligations, if any, payable from Pledged
Revenues, and an amount not less than 1.25 times debt service (as defined in Section 2 of the
Local Government Debt Reform Act) of all of the Outstanding Bonds, payable from such
Pledged Revenues. The determination of the sufficiency of the Pledged Revenues is to be
supported by reference to the most recent audit of the Issuer, which the Issuer accepts and is for a
Fiscal Year ending not earlier than 18 months previous to the time of issuance of the Bonds, and
otherwise a "report" under Section 15 of the Local Government Debt Reform Act shall be
prepared.
Section 8. Form of Bonds. Unless Bonds in typewritten form are accepted or in
any contract for the sale of the Bonds the purchaser or purchasers of the Bonds shall agree to
accept typewritten or other temporary Bonds preliminary to the availability of, or in lieu of,
Bonds in printed form, the Bonds shall be prepared in compliance with the National Standard
Specifications for Fully Registered Municipal Securities prepared by the American National
Standards Institute, and in any event shall be in substantially the following form [provided,
however, that appropriate insertions, deletions and modifications in the form of the Bonds may
be made, including provisions unique to each series of Bonds and as to the custom of printing
Bonds in part on the front and back of certificates, in an appropriate form prepared by Bond
counsel, not inconsistent herewith]:
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UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTIES OF COOK, DuPAGE AND WILL COUNTIES
VILLAGE OF LEMONT
GENERAL OBLIGATION REFUNDING BOND
(ALTERNATE REVENUE SOURCE)
SERIES 2005A
REGISTERED NO. REGISTERED $
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
Registered Owner:
Principal Amount:
KNOW ALL BY THESE PRESENTS that the Village of Lemont, (the
"Issuer") a municipality situated in The Counties of Cook, DuPage and Will, in the State of
Illinois (the "Issuer "), acknowledges itself indebted and for value received hereby promises to
pay to the Registered Owner identified above, or registered assigns, the Principal Amount set
forth above on the Maturity Date specified above, and to pay interest on such Principal Amount
from the later of the Dated Date hereof or the most recent interest payment date to which interest
has been paid, as the case may be, at the Interest Rate per annum set forth above, computed on
the basis of a 360 -day year consisting of twelve 30 -day months and payable in lawful money of
the United States of America semiannually on the first (1st) day of June and December in each
year, commencing December 1, 2005, until the Principal Amount hereof shall have been paid, by
check or draft mailed to the Registered Owner of record hereof as of the close of business on the
fifteenth (15th) day (whether or not a business day) of the calendar month next preceding the
interest payment date, at the address of such Registered Owner appearing on the registration
books maintained for such purpose at the principal corporate trust office of Amalgamated Bank
of Chicago, Chicago, Illinois, as Bond Registrar (including its successors, the "Bond
Registrar "). This Bond, as to principal and premium, if any, when due, will be payable in
lawful money of the United States of America upon presentation and surrender of this Bond at
the principal corporate trust office of Amalgamated Bank of Chicago, Chicago, Illinois, as
Paying Agent (including its successors, the "Paying Agent "). The Bonds are payable from the
receipts of Pledged Revenues (as defined in the hereinafter defined Bond Ordinance) constituting
certain receipts of incremental property taxes under the Tax Increment Allocation
Redevelopment Act (65 ILCS 5/11- 74.4 -1 et seq.) derived from part of the Issuer's Downtown
redevelopment project area (subject to any prior lien or pledge, "Incremental Taxes "),
distributed pursuant to applicable law; and although it is expected, and has been certified, that
the Bonds are to be paid from such Pledged Revenues, which Pledged Revenues are pledged to
the payment thereof second, junior and subordinate to any bonds or other obligations having or
designated to have a prior superior lien or claim thereon, the full faith and credit of the Issuer,
including the power to levy taxes without limit as to rate or amount are irrevocably pledged for
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the punctual payment of the principal of and interest on this Bond and each Bond of the series of
which it is a part, according to the terms thereof.
This Bond is one of a series of Bonds issued in the aggregate principal amount of
$4,290,000, which are all of like tenor, except as to maturity, interest rate and right of
redemption, and which are authorized and issued under and pursuant to the Constitution and laws
of the State of Illinois, including Section 15 of the Local Government Debt Reform Act (Section
350/15 of Chapter 30 of the Illinois Compiled Statutes, in connection with "alternate bonds ", as
supplemented and amended), applicable laws in connection with, as applicable, the imposition,
receipt, distribution, and application of Incremental Taxes, as supplemented and amended,
including by the Registered Bond Act, the Illinois Bond Replacement Act, the Bond
Authorization Act, and pursuant to and in accordance with Ordinance No. , adopted
by the President and Board of Trustees of the Issuer on , 2005, and
entitled: "AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATION REFUNDING BONDS (ALTERNATE REVENUE SOURCE), SERIES 2005A,
OF THE VILLAGE OF LEMONT, COOK, DuPAGE AND WILL COUNTIES, ILLINOIS,
PROVIDING THE DETAILS OF SUCH BONDS AND FOR AN ALTERNATE REVENUE
SOURCE AND THE LEVY OF DIRECT ANNUAL TAXES SUFFICIENT TO PAY THE
PRINCIPAL OF AND INTEREST ON SUCH BONDS, AND RELATED MATTERS" (with
respect to which undefined terms herein shall have the meanings therein, and as supplemented
and amended, the "Bond Ordinance "). The Bonds are issued to refinance certain tax increment
redevelopment project costs, and related facilities, improvements and costs), and to pay costs of
issuance of the Bonds, by refunding certain outstanding tax increment finance alternate bonds.
Bonds maturing on and after December 1, 2015 shall be subject to redemption
prior to maturity on December 1, 2014, and thereafter in whole or in part on any date, from any
maturity or maturities specified by the Issuer (but in inverse order if none is specified), on the
applicable redemption date and at a redemption price of par, plus accrued interest to the date
fixed for redemption.
[Term Bond provisions, as applicable.]
In the event of the redemption of less than all the Bonds of like maturity, the
aggregate principal amount thereof to be redeemed shall be $5,000 or an authorized integral
multiple thereof, and the Bond Registrar shall assign to each Bond of such maturity a distinctive
number for each $5,000 principal amount of such Bond and shall select by lot from the numbers
so assigned as many numbers as, at $5,000 for each number, shall equal the principal amount of
such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were
assigned numbers so selected; provided that only so much of the principal amount of each Bond
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected.
The Issuer shall deposit with the Paying Agent an amount of money sufficient to
pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on the
redemption date, together with interest to such redemption date, prior to giving any notice of
redemption. Notice of the redemption of Bonds shall be given by first class mail not less than
thirty (30) days nor more than sixty (60) days prior to the date fixed for such redemption to the
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registered owners of Bonds to be redeemed at their last addresses appearing on the registration
books therefor. The Bonds or portions thereof specified in such notice shall become due and
payable at the redemption price on the redemption date therein designated, and if, on the
redemption date, moneys for payment of the redemption price of all the Bonds or portions
thereof to be redeemed, together with interest to the redemption date, remain on deposit with the
Paying Agent, and if notice of redemption shall have been mailed as aforesaid (and
notwithstanding any defect therein or the lack of actual receipt thereof by any registered owner),
then from and after the redemption date interest on such Bonds or portions thereof shall cease to
accrue and become payable. If there shall be drawn for redemption less than all of a Bond, the
Issuer shall execute and the Bond Registrar shall authenticate and deliver, upon the surrender of
such Bond, without charge to the registered owner thereof, for the unredeemed balance of the
Bond so surrendered, Bonds of like maturity and of the denomination of $5,000 or any
authorized integral multiple thereof.
All notices of redemption . shall include at least the information as follows: (1) the
redemption date; (2) the redemption price; (3) if less than all of the Bonds of a given maturity are
to be redeemed, the identification and, in the case of partial redemption of the Bonds, the
respective principal amounts of the Bonds to be redeemed; (4) a statement that on the redemption
date the redemption price will become due and payable upon each such Bond or portion thereof
called for redemption and that interest thereon shall cease to accrue from such date; and (5) the
place where such Bonds are to be surrendered for payment of the redemption price, which place
of payment shall be the principal corporate trust office of the Paying Agent.
This Bond is transferable only upon the registration books therefor by the
Registered Owner hereof in person, or by such Registered Owner's attorney duly authorized in
writing, upon surrender hereof at the principal corporate trust office of the Bond Registrar
together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by
the Registered Owner or by such Registered Owner's duly authorized attorney, and thereupon a
new registered Bond or Bonds, in the denominations of $5,000 or any authorized integral
multiple thereof and of the same aggregate principal amount as this Bond shall be issued to the
transferee in exchange therefor. In like manner, this Bond may be exchanged for an equal
aggregate principal amount of Bonds of any authorized denomination.
The Bond Registrar shall not be required to exchange or transfer any Bond during
the period from the fifteenth (15th) day of the calendar month next preceding any interest
payment date to such interest payment date or during a period of fifteen (15) days next preceding
the mailing of a notice of redemption which could designate all or a part of such Bond for
redemption, or after such mailing. The Issuer or the Bond Registrar may make a charge
sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with
respect to the transfer or exchange of this Bond. No other charge shall be made for the privilege
of making such transfer or exchange. The Issuer, the Paying Agent and the Bond Registrar may
treat and consider the person in whose name this Bond is registered as the absolute owner hereof
for the purpose of receiving payment of, or on account of, the principal, premium, if any, and
interest due hereon and for all other purposes whatsoever, and all such payments so made to such
Registered Owner or upon such Registered Owner's order shall be valid and effectual to satisfy
and discharge the liability upon this Bond to the extent of the sum or sums so paid, and neither
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the Issuer nor the Paying Agent or the Bond Registrar shall be affected by any notice to the
contrary.
No recourse shall be had for the payment of any Bonds against any member of the
President and Board of Trustees or any other officer or employee of the Issuer (past, present or
future) who executes any Bonds, or on any other basis. The Issuer may remove the Bond
Registrar or Paying Agent at any time and for any reason and appoint a successor.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been duly executed by the Bond Registrar.
The Issuer has designated the Bonds as "qualified tax - exempt obligations"
under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
It is hereby certified, recited and declared that all acts, conditions and things
required to be done, exist and be performed precedent to and in the issuance of this Bond m
order to make it a legal, valid and binding general obligation of the Issuer have been done, exist
and have been performed in regular and due time, form and manner as required by law, and that
the series of Bonds of which this Bond is one, together with all other indebtedness of the Issuer
is within every debt or other limit prescribed by law.
IN WITNESS WHEREOF, the Village of Lemont, Cook, DuPage and Will
Counties, Illinois, has caused this Bond to be executed in its name and on its behalf by the
manual or facsimile signature of its Village President, and its corporate seal, or a facsimile
thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or
facsimile signature of its Village Clerk, all as of the Dated Date set forth above.
(SEAL)
Attest:
VILLAGE OF LEMONT, Cook, DuPage
and Will Counties, Illinois
Village Clerk Village President
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Dated:
CERTIFICATE OF AUTHENTICATION
This is one of the General Obligation Refunding Bonds (Alternate Revenue
Source), Series 2005A, described in the within mentioned Bond Ordinance.
AMALGAMATED BANK OF CHICAGO,
Chicago, Illinois, as Bond Registrar
By:
Authorized Signer
Bond Registrar Amalgamated Bank of Chicago,
and Paying Agent: Chicago, Illinois
ASSIGNMENT
For value received the undersigned sells, assigns and transfers unto
[Name, Address and Tax Identification Number of Assignee]
the within Bond and hereby irrevocably constitutes and appoints
attomey to transfer the within Bond on the
books kept for registration thereof, with full power of substitution in the premises.
Dated
Signature
Signature Guarantee:
NOTICE: The signature on 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.
Section 9. Levy and Extension of Taxes. For the purpose of providing the
money required to pay and secure the interest on the Bonds when and as the same falls due and
to pay and discharge the principal thereof as the same shall mature, there shall be levied upon all
the taxable property within the Issuer's corporate limits in each year while any of the Bonds shall
be Outstanding, a direct annual tax sufficient for that purpose and there is hereby levied upon all
of the taxable property within the Issuer's corporate limits, in addition to all other taxes, the
following direct annual taxes, in the amounts for each year, as follows (the "Pledged Taxes "):
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For the Tax Levy Year A Tax Sufficient to Produce the Sum of ($):
2005 476,059 for interest and principal
2006 476,278 for interest and principal
2007 475,423 for interest and principal
2008 512,858 for interest and principal
2009 513,623 for interest and principal
2010 513,443 for interest and principal
2011 556,331 for interest and principal
2012 552,360 for interest and principal
2013 552,335 for interest and principal
2014 306,000 for interest and principal
To the extent lawful, interest or principal coming due at any time when there shall
be insufficient funds on hand to pay the same shall be paid promptly when due from current
funds on hand in advance of the collection of the taxes herein levied; and when such taxes shall
have been collected, reimbursement shall be made to such fund or funds from which such
advance was made in the amounts thus advanced.
As soon as this ordinance becomes effective, a copy thereof, certified by the
Village Clerk of the Issuer, which certificate shall recite that this ordinance has been duly
adopted, shall be filed with the County Clerks of Cook, DuPage and Will Counties, Illinois, who
is hereby directed to ascertain the rate percent required to produce the aggregate tax provided to
be levied in the years 2005 through 2014, inclusive, and to extend the same for collection on the
tax books in connection with other taxes levied in each of such years, in and by the Issuer for
general corporate purposes of the Issuer, and in each of such years such annual tax shall be
levied and collected in like manner as taxes for general corporate purposes for each of such years
are levied and collected and, when collected, such taxes shall be used solely for the purpose of
paying the principal of and interest on the Bonds herein authorized as the same become due and
payable.
The Issuer covenants and agrees with the registered owners of the Bonds that so
long as any of the Bonds remain Outstanding, the Issuer will not cause the abatement of the
foregoing taxes and otherwise will take no action or fail to take any action which in any way
would adversely affect the ability of the Issuer to levy and collect the foregoing taxes unless and
only to the extent there then shall be moneys irrevocably on deposit therefor in the Junior Debt
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Service Account established under Section 11 below. The Issuer and its officers will comply
with all present and future applicable laws in order to assure that the foregoing taxes will be
levied, extended and collected as provided herein and deposited in the Junior Debt Service
Account established in Section 11 below to pay the principal of and interest on the Bonds.
Whenever the required deposit above in this paragraph has been made, the Corporate Authorities
shall duly direct the abatement of the Pledged Taxes for the year to that extent with respect to
which such taxes have been levied, to the extent so satisfied, and appropriate certification of such
abatement shall be timely filed with the County Clerks in connection with such abatement. If for
any reason there is abatement of such levy of taxes and the failure thereafter to pay debt service
in respect of such abatement, the additional amount, together with additional interest accruing,
shall be added to the tax levy in the year of, or the next year following, such failure.
Section 10. Related Agreements. The Purchase Agreement, the Arbitrage
Regulation Agreement, the Escrow Agreement and the Disclosure Agreement, in substantially
the forms thereof presented before the meeting of the Corporate Authorities at which this
ordinance is adopted, shall be and are hereby approved.
The Official Statement in connection with the Bonds, as presented before the
Corporate Authorities in preliminary form, shall be and is hereby approved, deemed final under
Rule 15c2 -12 and is authorized to be used by the Purchaser in the offering and sale of the Bonds.
The Preliminary Official Statement is hereby authorized to be completed to constitute a final
Official Statement under Rule 15c2 -12. The Issuer is authorized to cooperate with the Purchaser
in connection with compliance by the Purchaser with Rule 15c2 -12 of the Securities and
Exchange Commission and applicable rules of the Municipal Securities Rulemaking Board.
All things done with respect to the Purchase Agreement, the Disclosure
Agreement, the Escrow Agreement, the Arbitrage Regulation Agreement, and the Official
Statement by the Issuer's Village President, Village Administrator, Village Clerk, Village
Treasurer or Village Attorney, in connection with the issuance and sale of the Bonds, shall be
and are hereby in all respects ratified, confirmed and approved. The Village President, Village
Clerk, Village Treasurer, Village Attorney and other officials of the Issuer are hereby authorized
and directed to do and perform, or cause to be done or performed for or on behalf of the Issuer,
each and every thing necessary for the issuance of the Bonds, including the proper execution,
delivery and performance of the Purchase Agreement, and related instruments and certificates,
by the Issuer, the purchase by and delivery of the Bonds to or at the direction of the Purchaser.
No elected or appointed officer of the Issuer is in any manner interested, directly
or indirectly, in his or her own name or in the name of any other person, association, trust or
corporation in the Purchase Agreement.
Section 11. Revenue Fund. Upon the issuance of any of the Bonds, the Issuer
shall continue to be operated as a municipality on a Fiscal Year basis, and the Special Tax
Allocation Fund shall be maintained under and pursuant to the TIF Act. All of the Revenues
when received by the Village Treasurer or other officer of the Issuer receiving Revenues shall be
set aside as and when received and shall be deposited in a separate fund, and in applicable
account in a bank to be designated or continued, as the case may be, by the Corporate
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Authorities, which fund is hereby created and established as the Issuer's "Special Tax
Allocation Fund" (the "Fund," within which there shall be a separate account with respect to
the Bonds), which shall constitute a trust fund within which the accounts thereof specified
herein, shall be for the sole purpose of carrying out the covenants, terms, and conditions of this
ordinance, including, without limitation, the establishment therein of the "Bond and Interest
Account" (within which there shall be a Junior Debt Service Account and may be a Senior Debt
Service Account, and the "General Account ".
(a) Junior Debt Service Account: There shall be credited and paid into the
Junior Debt Service Account, upon receipt and identification, by the Village Treasurer or other
appropriate financial officer of the Issuer, without any further official action or direction other
than this ordinance, subject to the requirements of any account having a prior claim, all moneys
in the Fund in accordance with the following provisions: After any initial deposit required by
Section 12, there shall be deposited and credited to the Junior Debt Service Account and held, in
cash and investments, an amount equal to the interest becoming due on the next succeeding
interest payment date on all Outstanding Junior Bonds and also an amount equal to the principal
becoming due (or subject to mandatory redemption) on the next succeeding principal maturity
date or due date of all of the Outstanding Junior Bonds until there shall have been accumulated
and held in cash and investments in such Account on or before the business day next preceding
such interest payment date or principal maturity or due date, or both, an amount sufficient to pay
such principal or interest, or both.
In computing the fractional amount to be set aside each month in such Junior Debt
Service Account, the fraction shall be so computed that a sufficient amount will be set aside in
such Junior Debt Service Account and will be available for the prompt payment of such principal
of and interest on all Outstanding Junior Bonds and shall be not less than the interest becoming
due on the next succeeding interest payment date and the principal becoming due (or subject to
mandatory redemption) on the next succeeding principal payment date on all Outstanding Junior
Bonds until there is sufficient money in such Junior Debt Service Account to pay such principal
or interest, or both.
Credits into such Junior Debt Service Account may be suspended in any Bond
Year at such time as there shall be a sufficient sum held in cash and investments in such Account
to meet principal and interest requirements in such Account for the balance of such Bond Year,
but such credits shall again be resumed at the beginning of the next Bond Year. All moneys in
such Junior Debt Service Account shall be used only for the purpose of paying interest and
principal and applicable premium on Outstanding Junior Bonds.
(b) General Account: All moneys remaining in the Fund, after crediting the
required amounts to the Account above, and after making up any deficiency in the Account
above, shall be credited to the General Account and then, such remaining moneys shall be used,
if at all, for one or more of the following purposes, without any priority among them:
(1) For any general or specific corporate purpose; or
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(2) For the purpose of calling and redeeming Outstanding bonds payable from
Pledged Revenues, which are callable at the time; or
(3) For the purpose of paying principal and interest and applicable premium on
any subordinate bonds or obligations; or
(4) For any other lawful purpose, including the purchase of outstanding bonds at
the applicable price plus any premium and accrued interest.
(c) Investments: Money to the credit of the Debt Service Account may be
invested from time to time by the Issuer's Treasurer in (i) interest - bearing bonds, notes, or other
direct full faith and credit obligations of the United States of America, (ii) obligations
unconditionally guaranteed as to both principal and interest by the United States of America,
(iii) certificates of deposit or time deposits of any bank or savings and loan association, as
defined by Illinois laws, provided such bank or savings and loan association is insured by the
Federal Deposit Insurance Corporation or a successor corporation to the Federal Deposit
Insurance Corporation and provided further that the principal of such deposits are secured by a
pledge of obligations as described in clauses (c) (i) and (c) (ii) above in the full principal amount
of such deposits, or otherwise collateralized in such amount and in such manner as may be
required by law, or (iv) in other Qualified Investments. Such investments may be sold from time
to time by the Treasurer of the Issuer as funds may be needed for the purpose for which such
Accounts have been created.
All interest on any funds so invested shall be credited to the applicable Account of
the Fund and is hereby deemed and allocated as expended with the next expenditure or
expenditures of money from the applicable Account of the Fund.
Moneys in any of such accounts shall be invested by the Issuer's Treasurer, if
necessary, in investments restricted as to yield, which investments may be in U.S. Treasury
Securities - State and Local Government Series, if available, and to such end the Issuer's
Treasurer shall refer to any investment restrictions covenanted by the Issuer or any officer
thereof as part of the transcript of proceedings for the issuance of the Bonds, and to appropriate
opinions of counsel.
Section 12. Bond Proceeds Account. Except for funds to pay debt service on
the Bonds on December 1, 2005 and June 1, 2006, to be deposited on issuance of the Bonds in
the Junior Debt Service Account and (i) accrued interest received on the sale of the Bonds, which
shall be deposited upon issuance of the Bonds into the Junior Debt Service Account, (ii) an
amount sufficient to fund the Escrow Account to effect the Refunding, and (iii) any amounts for
costs of issuance directly paid by the Purchaser, for which ((i), (ii) and (iii)) the Purchaser shall
receive a credit on the purchase price for the Bonds, all remaining proceeds derived from the sale
of the Bonds (exclusive of accrued interest) shall be deposited in the "Bond Proceeds Account
of 2005 ", within which there shall be a separate subaccount with respect to financing other
redevelopment project costs or costs of issuance (the "Proceeds Subaccount"), which is hereby
established as a special subaccount of the Issuer. The Purchaser shall receive a purchase price
credit for any amounts directly paid by the Purchaser concerning (i), (ii) and (iii) as noted above.
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Moneys in the Bond Proceeds Account of 2005 shall be used for the purposes specified in this
ordinance (that is, the costs of refinancing redevelopment project costs by the Refunding) and for
the payment of costs of issuance of the Bonds, but may hereafter be reappropriated and used for
other lawful purposes in accordance with applicable law. Before any such reappropriation shall
be made, there shall be filed with the Village Clerk of the Issuer an opinion of nationally
recognized Bond counsel ( "Bond Counsel ") to the effect that such reappropriation is authorized
and will not adversely affect the tax - exempt status of the Bonds under Section 103 of the Internal
Revenue Code of 1986, as amended. Moneys in the Bond Proceeds Account of 2005 shall be
withdrawn from time to time as needed for the payment of costs and expenses incurred by the
Issuer in connection with the Project and for paying the fees and expenses incidental thereto.
Moneys shall be withdrawn from the depositary in connection with such funds from time to time
by the Village Treasurer or other appropriate financial officer of the Issuer only upon submission
to such officer of the following (provided that such submissions shall not be required to effect
the Refunding):
A duplicate copy of the order signed by the Village President or Village
Administrator, or such other officer(s) as may from time to time be by law
authorized to sign and countersign orders of the Issuer, stating specifically the
purpose for which the order is issued and indicating that the payment for which
the order is issued has been approved by the Corporate Authorities.
Within sixty (60) days after completion of the redevelopment project costs and any related work
or costs, the Village President shall certify to the Corporate Authorities of such completion, and
after all costs have been paid, the Village President or Village Administrator shall execute a
completion certificate and file it with the Village Treasurer and in the records of the Issuer
certifying such completion and that all costs have been paid; and, if at that time any funds remain
in the Bond Proceeds Account of 2005, the same shall be applied for other costs as approved in
writing by Bond Counsel or such officer shall credit such funds to the Junior Debt Service
Account, as the Corporate Authorities direct, and the Village Treasurer shall transfer such funds
to the Junior Debt Service Account.
issue:
Section 13. Issuance of Additional Bonds. The Issuer reserves the right to
(a) Parity Bonds without limit provided that Revenues as determined as
hereinbelow set out shall be sufficient to provide for (including coverage requirements
under applicable law) and pay all of the following: (i) debt service on all Outstanding
bonds payable from Revenues computed immediately after the issuance of any proposed
Parity Bonds, (ii) all amounts required to meet any fund or account requirements
(including coverage requirements under applicable law) and with respect to such
Outstanding bonds, (iii) other contractual or tort liability obligations then due and
payable, if any, and (iv) an additional amount not less than 0.25 times debt service (as
provided in Section 15 of the Local Debt Reform Act) on such of the Alternate Bonds as
shall remain Outstanding bonds after the issuance of the proposed Parity Bonds. Such
sufficiency shall be calculated for each year to the final maturity of such Alternate Bonds
which shall remain Outstanding after the issuance of the proposed Parity Bonds. The
determination of the sufficiency of Revenues shall be supported by reference to the most
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recent audit of the Fund, which audit shall be for a Fiscal Year ending not earlier than
eighteen (18) months previous to the time of issuance of the proposed Parity Bonds.
If such audit shows the Revenues to be insufficient, then the determination
of sufficiency may be made the following way:
The determination of sufficiency of the Revenues may be supported by the
report of an independent accountant or feasibility analyst, the latter having a
national reputation for expertise in such matters, demonstrating the sufficiency of
the Revenues and explaining by what means they will be greater than as shown in
the audit.
The reference to and acceptance of an audit, an adjusted statement of the
Revenues, or a report, as the case may be, and the determination of the Corporate
Authorities of the sufficiency of the Revenues shall be conclusive evidence that
the conditions of this Section 13(a) have been met and that the Parity Bonds are
properly issued hereunder; and no right to challenge such determination is granted
to the registered owners of the Bonds.
(b) bonds or other obligations payable from Revenues subordinate to the lien
of any Senior Bonds or Junior Bonds which remain Outstanding after the issuance of
such bonds or other obligations.
Section 14. Arbitrate Rebate. The Issuer shall comply with the provisions of
Section 148(f) of the Intemal Revenue Code of 1986, as amended, and with the Arbitrage
Regulation Agreement, relating to the rebate of certain investment earnings at periodic intervals
to the United States of America unless there shall have been filed with the Village Clerk of the
Issuer an opinion of Bond Counsel to the effect that such compliance is necessary to preserve the
exclusion from gross income for federal income tax purposes of interest on the Bonds under
Section 103 of the Intemal Revenue Code of 1986, as amended. There is hereby created (or
continued) a separate and special account Fund known as the "Rebate Account (2005) ", within
which there shall be a separate subaccount with respect to the Bonds, into which there shall be
deposited as necessary investment earnings to the extent required so as to maintain the tax -
exempt status of the interest on the Bonds under Section 148(f) of the Intemal Revenue Code of
1986, as amended. All rebates, special impositions or taxes for such purpose payable to the
United States of America (Internal Revenue Service) shall be payable from applicable excess
earnings or other sources which are to be deposited into the Rebate Account (2005). The Issuer
is authorized to execute appropriate arbitrage and rebate certificates and agreements related to
the foregoing, including the Arbitrage Rebate Agreement. The Issuer reserves the right to apply
any exception from arbitrage rebate including under Section 148(f)(4)(C) or (D) and Section
1.148 -7(d) of the Income Tax Regulations.
Section 15. Investment Regulations. All investments shall be in Qualified
Investments, unless otherwise expressly herein provided. No investment shall be made of any
moneys in the Junior Debt Service Account or the Bond Proceeds Account of 2005, except in
accordance with the tax covenants and other covenants set forth in Section 16 of this ordinance.
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All income derived from such investments in respect of moneys or securities in any fund or
account shall be credited in each case to the fund or account in which such moneys or securities
are held.
Any moneys in any fund or account or subaccount that are subject to investment
yield restrictions may be invested in United States Treasury Securities, State and Local
Government Series, pursuant to the regulations of the United States Treasury Department,
Bureau of Public Debt. The Issuer's Treasurer and agents designated by such officer are hereby
authorized to submit on behalf of the Issuer subscriptions for such United States Treasury
Securities and to request redemption of such United States Treasury Securities.
Section 16. Non - Arbitrage and Tax - Exemption. One purpose of this Section
16 is to set forth various facts regarding the Bonds and to establish the expectations of the
Corporate Authorities and the Issuer as to future events regarding the Bonds and the use of Bond
proceeds. The certifications and representations made herein and at the time of the issuance of
the Bonds are intended, and may be relied upon, as certifications and expectations described in
Section 1.148 -0 et seq. of the U.S. Treasury Regulations dealing with arbitrage and rebate (the
"Regulations "). The covenants and agreements contained herein and at the time of the issuance
of the Bonds are made for the benefit of the registered owners from time to time of the Bonds.
The Corporate Authorities and the Issuer agree, certify, covenant and represent as follows:
(a) The Bonds are being issued to pay the costs of the Refunding and related
costs and expenses, and all of the amounts received upon the sale of the Bonds, plus all
investment earnings thereon (the "Proceeds ") are needed for the purpose for which the
Bonds are being issued.
(b) The Issuer entered into upon issuance of the Prior Bonds, or within six
months from the date of issue of, the Prior Bonds entered into, binding contracts or
commitments obligating it to spend at least 5% of the proceeds of the Prior Bonds for the
Prior Projects. The work of the Prior Projects immediately started and continue with due
diligence to completion within 3 years of each issue of the Prior Bonds, at which time all
of the proceeds of the Prior Bonds were spent. There are no unspent proceeds of the
Prior Bonds.
(c) The Issuer has on hand no funds which could legally and practically be
used for the Refunding which are not pledged, budgeted, earmarked or otherwise
necessary to be used for other purposes. Accordingly, no portion of the Proceeds will be
used (i) directly or indirectly to replace funds of the Issuer or any agency, department or
division thereof that could be used for the Refunding, or (ii) to replace any proceeds of
any prior issuance of obligations by the Issuer. No portion of the Bonds is being issued
solely for the purpose of investing the Proceeds at a Yield higher than the Yield on the
Bonds. For purposes of this Section, "Yield" means that yield (that is, the discount rate)
which when used in computing the present worth of all payments of principal and interest
to be paid on an obligation (using semi - annual compounding on the basis of a 360 -day
year) produces an amount equal to the purchase price of the Bonds, including accrued
interest, and the purchase price of the Bonds is equal to the first offering price at which
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more than 10% of the principal amount of each maturity of the Bonds is sold to the public
(excluding bond houses, brokers or similar persons or organizations acting in the capacity
of underwriters or wholesalers). The Yield on the Investment Securities in the Escrow
Account will not exceed the Yield on the Bonds.
(d) All net principal proceeds of the Bonds are to be deposited in the Escrow
Account and used (i) for the Refunding, and (ii) to pay costs of issuance of the Bonds,
with any excess to pay qualifying redevelopment project costs, and any accrued interest
received on the delivery of the Bonds will be deposited in the Junior Debt Service
Account and used to pay the first interest due on the Bonds. Earnings on the investment
of moneys in any fund or account will be credited to that fund or account or subaccount.
Other costs of the Refunding, including issuance costs of the Bonds, will be paid directly
from other proceeds or from the Project Subaccount of the Bond Proceeds Account of
2005, and no other moneys are expected to be deposited therein. Interest on and principal
of the Bonds will be paid from the Junior Debt Service Account. Except as provided in
the Escrow Agreement, proceeds will be used more than thirty (30) days after the date of
issue of the Bonds for the purpose of paying any principal or interest on any other issue
of bonds, notes, certificates or warrants or on any installment contract or other obligation
of the Issuer or for the purpose of replacing any funds of the Issuer used for such purpose.
(e) The Junior Debt Service Account is established to achieve a proper
matching of revenues and earnings with debt service in each year. Other than any
amounts held to pay principal of matured Bonds that have not been presented for
payment, it is expected that any moneys deposited in the Junior Debt Service Account
will be spent within the 12 -month period beginning on the date of deposit therein. Any
earnings from the investment of amounts in the Junior Debt Service Account will be
spent within a one -year period beginning on the date of receipt of such investment
earnings. Other than any amounts held to pay principal of matured Bonds that have not
been presented for payment, it is expected that the Junior Debt Service Account will be
depleted at least once a year, except for a reasonable carryover amount not to exceed the
greater of (i) one - year's earnings on the investment of moneys in the Junior Debt Service
Account, or (ii) in the aggregate one - twelfth (1 /12th) of the annual debt service on the
Bonds.
(f) Other than the Junior Debt Service Account, no funds or accounts,
including the Junior Depreciation Account, have been or are expected to be established,
and no moneys or property have been or are expected to be pledged (no matter where
held or the source thereof) which will be available to pay, directly or indirectly, the
Bonds or restricted so as to give reasonable assurance of their availability for such
purposes. No property of any kind is pledged to secure, or is available to pay, obligations
of the Issuer to any credit enhancer or liquidity provider.
(g) (i) All amounts on deposit in the Bond Proceeds Account of 2005 or the
Junior Debt Service Account and all Proceeds, no matter in what funds or accounts
deposited ( "Cross Proceeds "), to the extent not exempted in (ii) below, and all amounts
in any fund or account pledged directly or indirectly to the payment of the Bonds which
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will be available to pay, directly or indirectly, the Bonds or restricted so as to give
reasonable assurance of their availability for such purpose contrary to the expectations set
forth in (f) above, shall be invested at market prices and at a Yield not in excess of the
Yield on the Bonds plus, for amounts in the Proceeds Subaccount of the Bond Proceeds
Account of 2005 for authorized redevelopment project work, services or facilities, if any,
only, 1/8 of 1 %.
(ii) The following may be invested without Yield restriction:
(A) amounts invested in obligations described in Section 103(a)
of the Internal Revenue Code of 1986, as amended (but not specified
private activity bonds as defined in Section 57(a)(5)(C) of the Code), the
interest on which is not includable in the gross income of any registered
owner thereof for federal income tax purposes ( "Tax- Exempt
Obligations ");
(B) amounts deposited in the Junior Debt Service Account that
are reasonably expected to be expended within thirteen (13) months from
the deposit date and have not been on deposit therein for more than
thirteen (13) months;
(C) amounts, if any, in the Bond Proceeds Account of 2005
(Sales Taxes) to be applied to authorized work, services or facilities prior
to the earlier of completion (or abandonment) of such improvements or
three (3) years from the date of issue of the Bonds;
(D) an amount not to exceed the lesser of $100,000 or 5% of
Bond proceeds;
(E) all amounts for the first thirty (30) days after they become
Gross Proceeds (e.g., date of deposit in any fund or account securing the
Bonds); and
(F) all amounts derived from the investment of the Proceeds
for a period of one (1) year from the date received.
(h) Subject to (q) below, once moneys are subject to the Yield limits of (g)(i)
above, such moneys remain Yield restricted until they cease to be Gross Proceeds.
(i) As set forth in Section 148(f)(4)(D) of the Internal Revenue Code of 1986,
as amended, the Issuer is not expected to be excepted from the required rebate of
arbitrage profits on the Bonds, and although the Issuer is a governmental unit with
general taxing powers, none of the Bonds is a "private activity bond" as defined in
Section 141(a) of the Internal Revenue Code of 1986, as amended, and all the net
proceeds of the Bonds are to be used for the local government activities of the Issuer, the
aggregate face amount of all tax - exempt obligations (and excluding "private activity
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bonds" as defined in Internal Revenue Code of 1986, as amended) issued by the Issuer
and all subordinate entities thereof (of which there are none) during the calendar year of
issuance of the Bonds, including the Bonds, is reasonably expected to exceed $5,000,000.
The Issuer reserves the right to apply to the Bonds the 6- month, 18 -month and 2 -year
spend -down provisions of Section 148(f)(4)(C) of the Code and Section 1.148 -7(d) of the
Regulations.
(j) None of the Proceeds will be used, directly or indirectly, to replace funds
which were used in any business carried on by any person other than a state or local
governmental unit.
(k) The payment of the principal of or the interest on the Bonds will not be,
directly or indirectly (A) secured by any interest in (i) property used or to be used for a
private business use by any person other than a state or local governmental unit, or (ii)
payments in respect of such property, or (B) derived from payments (whether or not by or
to the Issuer), in respect of property, or borrowed money, used or to be used for a private
business use by any person other than a state or local governmental unit.
(1) None of the Proceeds will be used, directly or indirectly, to make or
finance loans to persons other than a state or local governmental unit.
(m) No user of the Prior Projects, other than a state or local government unit,
will use the Project on any basis other than the same basis as the general public, and no
person other than a state or local governmental unit will be a user of the Project as a
result of (i) ownership, or (ii) actual or beneficial use pursuant to a lease or a
management or incentive payment contract, or (iii) any other similar arrangement.
(n) Beginning on the 15th day prior to each Bond sale date, the Issuer has not
sold or delivered, and will not sell or deliver, (nor will it deliver within 15 days after the
date of issuance of the Bonds) any other obligations pursuant to a common plan of
financing, which will be paid out of substantially the same source of funds (or which will
have substantially the same claim to be paid out of substantially the same source of
funds) as the Bonds or will be paid directly or indirectly from Proceeds.
(o) No portion of any Prior Project is expected to be sold or otherwise
disposed of prior to the last maturity of the Bonds.
(p) The Issuer has not been notified of any disqualification or proposed
disqualification of it by the Internal Revenue Service as a bond issuer which may certify
bond issues under Section 1.148 -0 et seq. of the Regulations.
(q) The Yield restrictions contained in (g) above or any other restriction or
covenant contained herein need not be observed and may be changed if the Issuer
receives an opinion of Bond Counsel to the effect that such non - observance or change
will not adversely affect the tax - exempt status of interest on the Bonds to which the
Bonds otherwise are entitled.
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(r) The Issuer acknowledges that any changes in facts or expectations from
those set forth herein may result in different Yield restrictions or rebate requirements
from those set forth herein and that Bond Counsel should be contacted if such changes do
occur.
(s) The Corporate Authorities have no reason to believe the facts, estimates,
circumstances and expectations set forth herein are untrue or incomplete in any material
respect. On the basis of such facts, estimates, circumstances and expectations, it is not
expected that the Proceeds or any other moneys or property will be used in a manner that
will cause the Bonds to be private activity bonds, arbitrage bonds or hedge bonds within
the meaning of Sections 141, 148 or 149(g) of the Internal Revenue Code of 1986, as
amended, and of applicable regulations. To the best of the knowledge and belief of the
Corporate Authorities, such expectations are reasonable, and there are no other facts,
estimates and circumstances that would materially change such expectations.
The Issuer also agrees and covenants with the registered owners of the Bonds from time to time
outstanding that, to the extent possible under Illinois law, it will comply with all present federal
tax law and related regulations and with whatever federal tax law is adopted and regulations
promulgated in the future which apply to the Bonds and affect the tax - exempt status of the
Bonds.
Section 17. Further Assurances and Actions. The Corporate Authorities
hereby authorize the officials of the Issuer responsible for issuing the Bonds, the same being the
Village President, Village Administrator, Village Clerk and Village Treasurer of the Issuer, to
make such further filings, covenants, certifications and supplemental agreements as may be
necessary to assure that the Prior Projects, the Bonds and related proceeds will not cause the
Bonds to be private activity bonds, arbitrage bonds or hedge bonds and to assure that the interest
on the Bonds will be excluded from gross income for federal income tax purposes. In
connection therewith, the Issuer and the Corporate Authorities further agree: (a) through the
officers of the Issuer, to make such further specific covenants, representations as shall be true,
correct and complete, and assurances as may be necessary or advisable; (b) to consult with Bond
Counsel approving the Bonds and to comply with such advice as may be given; (c) to pay to the
United States, as necessary, such sums of money representing required rebates of excess
arbitrage profits relating to the Bonds (subject to such exceptions as the Village President for the
Issuer may elect); (d) to file such forms, statements, and supporting documents as may be
required and in a timely manner; and (e) if deemed necessary or advisable, to employ and pay
fiscal agents, financial advisors, attorneys, and other persons to assist the Issuer in such
compliance. The call for redemption of the Prior Bonds is hereby authorized. Upon compliance
with Section 9 annual abatement of Pledged Taxes is authorized, and not otherwise.
Section 18. General Covenants. The Issuer covenants and agrees with the
registered owners of the Outstanding Bonds, so long as there are any Outstanding Bonds (as
defined herein), as follows:
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The Call for redemption of the Prior Bonds is hereby authorized. Upon compliance with
Section 9 annual abatement of Pledged Taxes is authorized, and not otherwise.
(a) The Issuer will take all action necessary either to impose and collect or to
maintain the right to receive and apply the Revenues and Pledged Taxes in the manner
contemplated by this ordinance and such Revenues shall not be less than as shall be
required under Section 15 of the Local Government Debt Reform Act to maintain the
Bonds as Alternate Bonds. Without limiting the foregoing, the Issuer will duly (i) hold
all required joint review board meetings and (ii) prepare and file all required reports.
(b) The Issuer covenants that it will, while any of the Bonds shall remain
outstanding, apply sufficient Revenues to provide for (including coverage requirements
under applicable law) and pay each of the following in any given year: (1) debt service
on all Outstanding revenue bonds and Alternate Bonds payable from the Revenues; (2)
all amounts required to meet any fund or account requirements (including coverage
requirements under applicable law) with respect to the Bonds or any other bonds payable
from Revenues; (3) any other contractual or tort liability obligations, if any, payable from
such Revenues; and (4) in each year, an amount not less than 1.25 times the debt service
for all (i) Alternate Bonds payable from Revenues, including the Bonds Outstanding; and
(ii) Altemate Bonds outstanding and proposed to be issued and payable from Revenues.
(c) The Issuer will make and keep proper books and accounts (separate and
apart from all other records and accounts of the Issuer), in which complete entries shall
be made of all transactions relating to the Revenues, and hereby covenants that within
120 days following the close of each Fiscal Year, it will cause the books and accounts
related to the Revenues to be audited by independent certified public accountants. Such
audit will be available for inspection by the registered owners of any of the Bonds. Upon
availability, the Issuer will send to the Purchaser a copy of such audit and of its general
audit in each year. Each such audit, in addition to whatever matters may be thought
proper by the accountants to be included therein, shall, without limiting the generality of
the foregoing, include the following:
(i) A balance sheet as of the end of such Fiscal Year, including a
statement of the amount held in each of the accounts under this ordinance.
(ii) The amount and details of all Outstanding bonds.
(iii) The accountant's comments regarding the manner in which the
Issuer has carried out the accounting requirements of this ordinance (including as
to the Alternate Bond status of the Bonds) and has complied with Section 15 of
the Local Government Debt Reform Act, and the accountant's recommendations
for any changes.
It is further covenanted and agreed that a copy of each such audit shall be furnished upon
completion to, and request by, the Purchaser, and a summary thereof shall be furnished to
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the registered owner of any Bond upon request. The foregoing shall not limit the effect
of the Disclosure Agreement.
(d) The Issuer will keep its books and accounts in accordance with generally
accepted fund reporting practices for local government entities, including, as applicable,
enterprise funds; provided, however, that the monthly credits to the Junior Debt Service
Account shall be in cash, and such funds shall be held separate and apart in cash and
investments. For the purpose of determining whether sufficient cash and investments are
on deposit in such accounts under the terms and requirements of this ordinance,
investments shall be valued at the lower of the cost or market price on the valuation date
thereof, which valuation date shall be not less frequently than annually.
(e) The Issuer will take no action in relation to the Revenues or the Pledged
Taxes which would unfavorably affect the security of any of the Outstanding Bonds or
the prompt payment of the principal and interest thereon.
(f) The registered owner of any Bond may proceed by civil action to compel
performance of all duties required by law, this ordinance and the Disclosure Agreement.
(g) The Issuer will comply with the special covenants concerning Alternate
Bonds as required by Section 15 of the Local Government Debt Reform Act and Section
15 of this ordinance.
(h) After their issuance, to the extent lawful the Bonds shall be incontestable
by the Issuer.
Section 19. Ordinance to Constitute a Contract. The provisions of this
ordinance shall constitute a contract between the Issuer and the registered owners of the Bonds.
Any pledge made in this ordinance and the provisions, covenants and agreements herein set forth
to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and
security of the registered owners of any and all of the Bonds. All of the Bonds, regardless of the
time or times of their issuance, shall be of equal rank without preference, priority or distinction
of any of the Bonds over any other thereof except as expressly provided in or pursuant to this
ordinance. This ordinance and the Preliminary Ordinance shall constitute full authority for the
issuance of the Bonds, and to the extent that the provisions thereof conflict with the provisions of
any other ordinance or resolution of the Issuer, the provisions of this ordinance and the
Preliminary Ordinance shall control.
Section 20. Severability and No Contest. If any section, paragraph or provision
of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the remaining
provisions of this ordinance or any ordinance supplemental hereto. Upon the issuance of the
Bonds, neither the Bonds nor this ordinance shall be subject to contest by or in respect of the
Issuer.
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Section 21. Policy of Insurer. The application of the Issuer to an Insurer, and
related and supplemental submissions, related to the commitment of such Insurer to issue its
Policy (the "Commitment ") is hereby ratified, confirmed and approved. The Commitment and
the terms and provisions of the Policy, if any, are incorporated into this ordinance by reference,
including without limitation that the investment restrictions and limitations in the Commitment
and related to the Policy shall be deemed to be applicable restrictions and limitations on the
Qualified Investments and the investments authorized by this ordinance, and shall be appended
to this ordinance, but any failure to so append shall not abrogate, diminish or impair the effect
thereof. In the event there is no Insurer or a Policy issued, reference in this ordinance to an
Insurer and a Policy shall be given no effect.
Section 22. Bank Qualified Bonds. Pursuant to Section 265(b)(3) of the
Internal Revenue Code of 1986, as amended, the Issuer hereby designates the Bonds as
"qualified tax - exempt obligations" as defined in Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended. The Issuer represents that the reasonably anticipated amount of tax -
exempt obligations that will be issued by the Issuer and all subordinate entities of the Issuer
during the calendar year in which the Bonds are issued will not exceed $10,000,000 within the
meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Issuer
covenants that it will not so designate and issue more than $10,000,000 aggregate principal
amount of tax- exempt obligations in each such calendar year. For purposes of this Section, the
term "tax- exempt obligations" includes "qualified 501(c)(3) Bonds" (as defined in the Section
145 of the Internal Revenue Code of 1986, as amended) but does not include other "private
activity bonds" (as defined in Section 141 of the Internal Revenue Code of 1986, as amended).
Section 23. Conflict. All ordinances, resolutions or parts thereof in conflict
herewith be and the same are hereby superseded to the extent of such conflict and this ordinance
shall be in full force and effect forthwith upon its adoption.
Section 24. Effective Date. This ordinance shall become effective immediately
upon its passage and approval in the manner provided by law, and upon its becoming effective
and prior to the issuance of the Bonds a certified copy of this ordinance shall be filed with the
County Clerks of Cook, DuPage and Will Counties, Illinois.
[The remainder of this page is intentionally left blank.]
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Upon
(_ 7/llS
motion by Trustee -vw5 , seconded by Trustee
, adopted this 1 l th day of April, 2005, by roll call vote as follows:
Ayes (Names):
Nays (Names):
Absent (Names): '1 1(
(SEAL)
ATTEST:
11 e -S 13/11 e--2) ►C�./o�.re 4, l 2 O n1
APPROVED: April 11, 2005
Village Clerk
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Village Presid
STATE OF ILLINOIS
COUNTY OF COOK
VILLAGE OF LEMONT
SS.
CERTIFICATION OF ORDINANCE
Closing Item No. 1
I, the undersigned, do hereby certify that I am the duly selected, qualified and acting
Village Clerk of the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Issuer "), and as
such official I am the keeper of the records and files of the Issuer and of its President and Board of
Trustees (the "Corporate Authorities ").
I do further certify that the attached constitutes a full, true and complete excerpt from the
proceedings of the regular meeting of the Corporate Authorities held on the 11th day of April, 2005,
insofar as the same relates to the adoption of Ordinance No. 0- 31 -05, entitled:
AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATION REFUNDING BONDS (ALTERNATE REVENUE SOURCE),
SERIES 2005A, OF THE VILLAGE OF LEMONT, COOK, DuPAGE AND WILL
COUNTIES, ILLINOIS, PROVIDING THE DETAILS OF SUCH BONDS AND
FOR AN ALTERNATE REVENUE SOURCE AND THE LEVY OF DIRECT
ANNUAL TAXES SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST
ON SUCH BONDS, AND RELATED MATTERS,
a true, correct and complete copy of which ordinance (the "Ordinance ") as adopted at such meeting
appears in the transcript of the minutes of such meeting and is hereto attached. The Ordinance was
adopted and approved by the vote and on the date therein set forth.
I do further certify that the deliberations of the Corporate Authorities on the adoption of
such Ordinance were taken openly, that the adoption of such Ordinance was duly moved and seconded,
that the vote on the adoption of such Ordinance was taken openly and was preceded by a public recital of
the nature of the matter being considered and such other information as would inform the public of the
business being conducted, that such meeting was held at a specified time and place convenient to the
public, that notice of such meeting was duly given to all of the news media requesting such notice, that
such meeting was called and held in strict compliance with the provisions of the open meeting laws of the
State of Illinois, as amended, and the Illinois Municipal Code, as amended, and that the Corporate
Authorities have complied with all of the applicable provisions of such open meeting laws and such Code
and their procedural rules in the adoption of such Ordinance.
IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the
Village of Lemont, Cook, DuPage and Will Counties, Illinois, this /i day of G , 2005.
(SEAL) Village Clerk