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O-26-05 02/28/2005
VILLAGE OF LEMONT ORDINANCE NO. °' to kb— AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS WATERWORKS AND SEWERAGE REFUNDING BONDS (ALTERNATE REVENUE SOURCE) SERIES 2005, OF THE VILLAGE OF LEMONT, COOK, DU PAGE & 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 ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT This 28th day of February , 2005 Published in pamphlet form by authority of the President and Board of Trustees of the Village of Lemont, Counties of Cook, Will, and DuPage, Illinois this 28th day ORDINANCE NO. t9 - :Z Co - 06-- AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION WATERWORKS AND SEWERAGE REFUNDING BONDS (ALTERNATE REVENUE SOURCE), SERIES 2005, 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 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, as supplemented and amended, the "Illinois Municipal Code "), presently operates a combined waterworks and sewerage system (the "System ") under Section 11 -139 -1 et seq. of the Illinois Municipal Code (the "Waterworks and Sewerage Revenue Source Act "), and to finance certain system facilities (the "Prior 1996 Project ") issued $2,500,000 initial principal amount General Obligation Water and Sewer System Improvement Bonds, Series 1996 (Alternate Revenue Source) (to the extent to be refunded hereunder, the "Prior 1996 Bonds "), pursuant to Ordinance No. 964, adopted March 25, 1996 (as supplemented and amended, the "Prior 1996 Ordinance "); and WHEREAS, the Issuer's President and Board of Trustees (the "Corporate Authorities ") hereby determines that it is advisable, necessary and in the best interests of the Issuer's public health, safety and welfare to refinance the acquisition, construction and installation of the Prior 1996 Project by refunding the Prior 1996 Bonds (the "Refunding "), and the Issuer will enter into an Escrow Agreement (the "Escrow Agreement ") with Amalgamated Bank of Chicago, Chicago, Illinois, as Escrow Agent (the "Escrow Agent ") and fund the Escrow Account (the "Escrow Account ") thereunder with certain Investment Securities (the "Investment Securities ") to pay the principal and interest to and the redemption price on May 1, 2006 (the "Redemption Date "); and WHEREAS, the Issuer has insufficient funds to refinance the Project and, therefore, must borrow money and issue general obligation waterworks and sewerage bonds (alternate revenue source) under this ordinance in evidence thereof up to the aggregate principal amount set forth above for such purposes; and WHEREAS, pursuant to and in accordance with the Illinois Municipal Code and 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, and this ordinance, as supplemented, the Issuer is authorized to issue its General Obligation Waterworks and Sewerage Refunding Bonds (Alternate Revenue Source), Series 2005, up to the aggregate principal amount of $1,825,000 (the "Bonds "), for the purpose of providing funds for the Refunding; and WHEREAS, in connection with the offering of the Bonds, as described in the Preliminary Official Statement therefor (as prepared in preliminary form and completed and supplemented to be final, the "Official Statement "), as supplemented from time to time by the Issuer's Continuing Disclosure Certificate and Agreement (the "Disclosure Agreement ") under Rule 15c2 -12 of the Securities and Exchange Commission ( "Rule 15c2 -12 "); 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 2 Section 2. Authority and Purpose 5 Section 3. Authorization and Terms of Bonds 5 Section 4. Related Agreements and Official Notice 9 Section 5. Execution and Authentication 10 Section 6. Transfer, Exchange and Registration 11 Section 7. Bond Registrar and Paying Agent 14 Section 8. Alternate Bonds; General Obligations 15 Section 9. Form of Bonds 16 Section 10. Levy and Extension of Taxes 20 Section 11. System Fund and Accounts 22 Section 12. Flow of Funds 22 Section 13. Bond Proceeds Account 25 Section 14. Arbitrage Rebate 26 Section 15. Investment Regulations 26 Section 16. Non - Arbitrage and Tax- Exemption 26 Section 17. Further Assurances and Actions 31 Section 18. General Covenants 31 Section 19. Ordinance to Constitute a Contract 34 Section 20. Severability and No Contest 34 Section 21. Bank Qualified Bonds 34 Section 22. Repeal 34 Section 23. Effective Date 34 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: -2- "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 and the Illinois Municipal Code, as supplemented and amended, including, without limitation, by the Registered Bond Act, the Illinois Bond Replacement Act and the Bond Authorization Act. "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). "Arbitrage Regulation Agreement" means, as applicable to the Bonds, the Issuer's Arbitrage Regulation Agreement in connection with, among other things, arbitrage rebate under Section 148(f)(2) of the Code. "Bond" or "Bonds" means the Issuer's $1,825,000 maximum aggregate principal amount General Obligation Waterworks and Sewerage Refunding Bonds (Alternate Revenue Source), Series 2005, authorized to be issued by this ordinance. "Bond Order" shall have the meaning in Section 3(a). "Code" means the Internal 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. "Disclosure Agreement" means the Issuer' s Continuing Disclosure Certificate and Agreement under Rule 15c2 -12 related to the Bonds. "Escrow Agreement," "Escrow Account" and "Escrow Agent" each shall have the meaning set forth above in the recitals in the preamble to this ordinance. "Fiscal Year" means the twelve -month period constituting the Issuer's fiscal year, not inconsistent with applicable law. "Future Bond Ordinances" means the ordinances of the Issuer authorizing the issuance of revenue bonds payable from Pledged Revenues, but not including this ordinance or any other ordinance authorizing the issuance of alternate bonds. "Gross Revenues" means all receipts of fees, charges and rates and all other income from whatever source derived from the System, including: (i) investment income; (ii) connection, permit and inspection fees and the like; and (iii) penalties and delinquency charges; (iv) capital development, reimbursement, or recovery charges and the like; and (v) annexation or pre - annexation charges insofar as designated by the Corporate Authorities as paid for System connection or service; but excluding expressly (a) nonrecurring income from the sale of real -3- estate; (b) governmental or other grants; (c) advances or grants made to or from the Issuer; (d) capital development, reimbursement, or recovery charges and the like; (e) annexation or preannexation charges; and (f) as otherwise determined in accordance with generally accepted accounting principles for municipal enterprise funds. "Investment Securities" shall have the meaning set forth above in the recitals in the preamble to this ordinance. "Issuer" means the Village of Lemont, Cook, DuPage and Will Counties, Illinois. "Net Revenues" means, with respect to the System, Gross Revenues minus Operation and Maintenance Expenses. "Operation and Maintenance Expenses" means all expenses of operating, maintaining and routine repair of the System, including wages, salaries, costs of materials and supplies, power, fuel, insurance, purchase of System services (including all payments by the Issuer pursuant to long term contracts for such services) and all reasonable administrative fees and expenses; but excluding debt service, depreciation, or any reserve requirements; and any costs of extending or enlarging the System or engineering expenses in anticipation thereof or in connection therewith; and otherwise as determined in accordance with generally accepted accounting principles for municipal enterprise funds. "Outstanding Bonds" means the Bonds, other Alternate Bonds and Parity Bonds which are outstanding and unpaid; provided, however, such term shall not include the Bonds, Parity Bonds or other Alternate 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 or 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, other Alternate Bonds and Parity 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 to be issued subsequent in time to the Bonds and which will share ratably and equally in one or more of the sources of the Pledged Revenues with the Bonds and other Alternate Bonds and either qualify as Alternate Bonds or if revenue bonds do not adversely affect the Alternate Bond qualification of the Bonds. "Pledged Revenues" means the Net Revenues of the System, constituting enterprise revenues" under the Local Government Debt Reform Act. "Prior 1996 Bonds," "Prior 1996 Ordinance" and "Prior 1996 Project" each shall have the meaning set forth above in the recitals in the preamble to this ordinance. "Purchase Agreement" means the Bond purchase contract to be entered into by and between the Issuer and the Underwriter in connection with the Bonds. -4- law. this ordinance. ordinance. "Qualified Investments" means legal investments by the Issuer under applicable "Revenue Sharing Receipts" shall have the meaning set forth in the preamble to "Rule 15c2 -12" shall have the meaning set forth in the preamble to this "System" shall have the meaning set forth in the preamble to this ordinance. "Underwriter" means Bernardi Securities, Inc., Chicago, Illinois, the initial purchaser and underwriter in connection with the Bonds. Section 2. Authority and Purpose. This ordinance is adopted pursuant to the Constitution and applicable laws of the State of Illinois, including the Act, for the purpose of financing the Project, and related costs and expenses. Section 3. Authorization and Terms of Bonds. To meet all or a part of the estimated costs of the Refunding and related costs, there is hereby appropriated a sum of up to $1,825,000, to be derived from the proceeds of the Bonds. For the purpose of financing all or a part of such appropriation, Bonds of the Issuer shall be issued and sold in the aggregate principal amount set forth above, shall each be designated "General Obligation Waterworks and Sewerage Refunding Bond (Alternate Revenue Source), Series 2005 ", and shall be issuable in the denomination of $5,000 each or any authorized integral multiple thereof. The Bonds shall be and constitute Alternate Bonds and are "general obligation bonds ". (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 March 1, 2005, and as of or before the date or dates of the issuance and delivery thereof) and acceptable to the Underwriter, each Bond shall be dated March 1, 2005. The Bonds are hereby authorized to bear interest at the rates percent per annum and shall mature on December 1 of the years 2006 through 2015, inclusive, and in the principal amount in each year, or otherwise as shall be specified in a Bond Order (as provided below) not to exceed $1,825,000 in the aggregate principal amount, as follows: Principal Interest Year Amount($) Rate ( %) 2006 155,000 2.50 2007 155,000 2.75 2008 180,000 2.90 -5- 2009 175,000 3.10 2010 170,000 3.20 2011 195,000 3.30 2012 190,000 3,45 2013 190,000 3.60 2014 210,000 3.70 2015 205,000 3.80 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 rate or rates percent per annum herein provided. The Issuer shall provide sufficient moneys to the Paying Agent to pay the principal of and interest on the Bonds at least two business days prior to each such June 1 and December 1. The Bonds shall bear interest at such rates and mature in the principal amount in each year, but not exceeding $1,825,000 in the aggregate, and have such other terms and provisions, as set forth in a Bond Order. 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, as the case may be, but not limited to, identification of the Bond Registrar and/or Paying Agent, and Bond insurer (the "Insurer ") issuing a bond insurance policy or other credit facility (the "Policy "), payment dates, call dates, final interest rates, optional and mandatory call provisions and the final maturity schedule. 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 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. The Bonds are subject to redemption, if at all, as follows: (i) Optional. Bonds maturing on December 1, 2015, are subject to redemption prior to maturity at the option of the Issuer in whole on any date or in part on any interest payment date on and after December 1, 2014 at a redemption price equal to the principal amount to be redeemed plus accrued interest to the redemption date, less than all of the Bonds of a single maturity to be selected by lot as the Bond Registrar determines, on the applicable redemption date and at a redemption price equal to the principal amount to be so redeemed, plus accrued interest to the redemption date. (ii) Mandatory Redemption. Bonds maturing on December 1 of the years specified in -6- a Bond Order as Term Bond are Term Bonds (collectively, the "Term Bonds "), and are subject to mandatory sinking fund redemption in the principal amount on December 1 of the years as specified, and not otherwise. At its option before the 45th 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 as appropriate certificate of direction and authorization executed by the Village President or 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) received 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 or any authorized integral multiple thereof. (iii) Procedure. The Bonds shall be redeemed only in the principal amount of $5,000 each and integral multiples thereof. The Issuer at least forty -five (45) days prior to the redemption date (unless a shorter time period shall be satisfactory to the Bond Registrar) shall notify the Bond Registrar of such redemption date and of the principal amount of Bonds to be redeemed. No such notice shall be required under (ii). For purposes of any redemption of less than all of the outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected at least thirty (30) days prior to the redemption date by the Bond Registrar from the outstanding Bonds of the longest maturity or maturities by such method as the Bond Registrar shall deem fair and appropriate and which may provide for the selection for redemption of Bonds or portions of Bonds in principal amounts of $5,000 and integral multiples thereof. The Bond Registrar shall promptly notify the Issuer in writing of the Bonds or portion of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. Unless waived by the registered owner or owners of the Bonds to be redeemed, presentment being deemed conclusively a waiver, notice of the call for any such redemption shall be given by the Bond Registrar on behalf of the Issuer by mailing the redemption notice by first class mail at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to the registered owner or owners of the Bond or Bonds to be redeemed at the addresses shown on the Bond Register or at such other address as is furnished in writing by such registered owner or owners to the Bond Registrar. All notices of redemption shall state: -7- (1) the redemption date, (2) the redemption price, (3) if less than all outstanding Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts in integral multiples of $5,000) of the Bonds to be redeemed, (4) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption and, upon the deposit of funds therefor with the Paying Agent, that interest thereon shall cease to accrue from and after such redemption 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. Prior to any redemption date, 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 that date. Notice of redemption having been given as aforesaid, 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 (unless the Issuer shall not have sufficient funds so on deposit for the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with the notice therefor, such Bonds shall be paid by the Paying Agent at the redemption price. Installments of interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner thereof an new Bond or Bonds of the same maturity in the amount of the unpaid principal. Official notice of redemption having been given as aforesaid, 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 (unless the Issuer shall default in the payment of the redemption price) 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 redemption action described in the notice. Such notice may be waived in writing by a registered owner of a Bond entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by registered owners shall be filed 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, -8- such Bonds shall be paid by the Paying Agent at the redemption price. The procedure for the payment of interest due as part of the redemption price shall be as herein provided for payment of interest otherwise due. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of like tenor, of authorized denominations, of the same maturity, and bearing the same rate of interest in the amount of the unpaid principal. In addition to the foregoing notice, 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 numbers or other identifying 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 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 bear the CUSIP or other identifying number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. As part of their respective duties hereunder, the Bond Registrar and Paying Agent shall prepare and forward to the Issuer a statement as to notice given with respect to each redemption together with copies of the notices as mailed and published. (c) Transfer. 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 preceding any interest payment date to such interest payment date, or to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed, or during a period of fifteen (15) days next preceding mailing of a notice of redemption of any Bonds. (d) Parity Bonds. Parity Bonds may be issued pursuant to the terms as may be determined at the time of authorization thereof. Section 4. Related Agreements and Official Notice. The Purchase Agreement, Arbitrage Regulation Agreement, Escrow Agreement, Disclosure Agreement, and the Issuer's Official Statement in connection with the Bonds, in substantially the forms thereof presented -9- before the meeting of the Corporate Authorities at which this ordinance is adopted, shall be and are hereby approved. All things done with respect to the preparation of the Official Statement and by the Issuer's Village President, Village Administrator, Village Clerk, Village Treasurer, Village Attorney, and other officers, in connection with the issuance and sale of the Bonds, shall be and are hereby m all respects ratified, confirmed and approved. The Village President, Village Administrator, 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, the Escrow Agreement, the Disclosure Agreement, Arbitrage Regulation Agreement, and related instruments and certificates, by the Issuer and 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. The Underwriter is hereby authorized to pay for the Bonds in whole or in part, as the case may be, and receive a credit therefor against the purchase price for the Bonds, by directly paying for a Policy and other costs of issuance of the Bonds, from Bond proceeds. The Issuer hereby authorizes the use of the Official Statement related to offering the Bonds for sale. Section 5. 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 Village President or any member of the 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 -10- Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder. Section 6. Transfer, Exchange and Registration. The Bonds shall be negotiable, subject to the provisions for registration of transfer contained herein. (a) General. Each Bond shall be transferable only upon the registration books maintained by the Bond Registrar on behalf of the Issuer for that purpose at the principal corporate trust office of the Bond Registrar by the registered owner thereof in person or by such registered owner's attorney duly authorized in writing upon surrender thereof together with a written instrument of transfer satisfactory to the Bond Registrar and duly executed by the registered owner or such registered owner's duly authorized attorney. Upon the surrender for transfer of any such Bond, the Issuer shall execute and the Bond Registrar shall authenticate and deliver a new Bond or Bonds registered in the name of the transferee of the same aggregate principal amount, maturity and interest rate as the surrendered Bond. Bonds, upon surrender thereof at the principal corporate trust office of the Bond Registrar, with a written instrument satisfactory to the Bond Registrar, duly executed by the registered owner or such registered owner's attorney duly authorized in writing, may be exchanged for an equal aggregate principal amount of Bonds of the same maturity and interest rate and of the denomination of $5,000 each or any authorized integral multiple thereof, less previous retirements. For every such exchange or registration of transfer of Bonds, 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 such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. No other charge shall be made for the privilege of making such transfer or exchange. The provisions of the Illinois Bond Replacement Act shall govern the replacement of lost, destroyed or defaced Bonds. The Issuer, the Paying Agent and the Bond Registrar may deem and treat the person in whose name any Bond shall be registered upon the registration books as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of, premium, if any, or interest thereon and for all other purposes whatsoever, and all such payments so made to any such registered owner or upon such registered owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Issuer nor the Paying Agent or the Bond Registrar shall be affected by any notice to the contrary. 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 exchanged in the case of the issuance of a Bond or Bonds for the outstanding portion of a Bond surrendered for redemption. The Village President or Village Administrator 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 Village Administrator or Village 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 execution by the Issuer of any fully registered Bond shall constitute full and due authorization of such Bond, and the Bond Registrar shall hereby be authorized to authenticate, date and deliver such Bond; provided, however, the principal amount of Bonds of each maturity authenticated by the Bond Registrar shall not at any one time exceed the authorized principal amount of Bonds for such maturity less the amount of such Bonds which have been retired. (b) Book -Entry -Only Provisions. Unless otherwise provided in a Bond Order, 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 shall be registered in the Bond Register therefor in a street name (initially "Cede & Co." for DTC) of the securities depository (the "Depository ", initially The Depository Trust Company of New York, New York ( "DTC "), 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 Administrator 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 Administrator 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 (sometimes referred to as an "Indirect Participant" or `Beneficial Owner "). Without limiting the meaning of the -12- 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 or Indirect Participant or Beneficial Owner 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 (whether or not a business 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, as applicable, 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 certificated Bonds, the Issuer shall notify the Depository and the Depository Participants (if known to the Issuer) 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. (c) Designation of Successor. The Village President or Village Administrator or Village Treasurer may, as applicable in his or her discretion at any time, designate a bank or other qualified institution, 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 Village Administrator or Village 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. -13- Section 7. Bond Registrar and Paying Agent. The Bond Registrar and Paying Agent with respect to this ordinance and the Bonds shall be Amalgamated Bank of Chicago, Chicago, Illinois, or otherwise as set forth in a Bond Order. 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 the Bond Registrar and 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 furnish the Issuer at least annually a certificate with respect to Bonds cancelled and/or destroyed; (e) to give notices of redemption of any Bonds subject to redemption; and (f) to furnish the Issuer at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. In any event, (a) - (f) above shall apply to the Bond Registrar and Paying Agent. 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 -14- 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 Paying Agent appointed under the provisions of this Section 7 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 8. Alternate Bonds; General Obligations. The Bonds are and constitute Alternate Bonds under the Local Government Debt Reform Act, anticipated to be payable from Pledged Revenues. 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 principal thereof and the interest thereon, without limitation as to rate or amount (such ad valorem taxes being the "Pledged Taxes "). If at any time Net Revenues are insufficient to pay debt service on the Bonds or the deposit to the Debt Service Subaccount under Section 12(d) is insufficient to pay debt service on the Bonds, the Issuer will levy and deposit to the Debt Service Subaccount sufficient Pledged Taxes to cover such insufficiency, including in the event Pledged Taxes are prematurely abated. 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) costs of operation and maintenance of the utility or enterprise (i.e., the System), but not including depreciation, (2) debt service on all outstanding revenue bonds payable from enterprise revenues, (3) all amounts required to meet any fund or account requirements with respect to such outstanding revenue bonds, (4) other contractual or tort liability obligations, if any, payable from such enterprise revenues, and (5) in each year, an amount not less than 1.25 times debt service of all (i) alternate bonds payable from such enterprise revenues previously issued and outstanding and (ii) alternate bonds proposed to be issued. To the extent payable from one or more revenue sources, the Pledged Revenues shall be and, with appropriate System rates already adopted and in effect prior, are hereby determined by the Corporate Authorities to provide in each year, an amount not less than 1.25 times debt service (as defined in Section 2 of the Local Government Debt Reform Act) of alternate bonds payable from such revenue sources previously issued and outstanding 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 (including as defined in Section 2 of the Local Government Debt Reform Act) are hereby determined by the Corporate Authorities to provide in each year Operation and Maintenance Expenses, depreciation and reserve requirements 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 Bonds, there being no obligations outstanding payable from such Pledged Revenues. -15- The determination of the sufficiency of the Pledged Revenues (including as defined in Section 2 of the Local Government Debt Reform Act) is presently supported by reference to the most recent audit of the Issuer, which is for a Fiscal Year ending not earlier than 18 months previous to the time of issuance of the alternate Bonds. If for any reason prior issuance of and delivery of the Bonds, such audit does not adequately show the sufficiency of such Pledged Revenues, to the extent required by applicable law, and not otherwise, the determination of sufficiency shall be required to 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 such revenues and explaining, if appropriate, by what Pledged Revenues will be greater than as shown in the audit. Whenever the sufficiency of Pledged Revenues is demonstrated by reference to higher rates or charges and fees for enterprise revenues (with respect to the use of the services of the System constituting the Pledged Revenues, including as defined in Section 2 of the Local Government Debt Reform Act), such higher rates or charges and fees with respect to the use of the services of the System shall have been properly imposed by an ordinance adopted prior to the time of delivery of the Bonds. Section 9. Form of Bonds. The Bonds shall be issued in fully registered form conforming to the industry customs and practices of printing, including part on the front and part on the reverse of the certificates, as appropriate, the blanks to be appropriately completed when the Bonds are printed. 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 shall be in substantially the form, as follows: [The remainder of this page is intentionally left blank.] -16- UNITED STATES OF AMERICA STATE OF ILLINOIS THE COUNTIES OF COOK, DUPAGE AND WILL VILLAGE OF LEMONT GENERAL OBLIGATION WATERWORKS AND SEWERAGE REFUNDING BOND (ALTERNATE REVENUE SOURCE) SERIES 2005 REGISTERED NO. REGISTERED S INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: Registered Owner: Principal Amount: KNOW ALL BY THESE PRESENTS that the Village of Lemont, (the "Issuer ") situated in The Counties of Cook, DuPage and Will, in the State of Illinois, acknowledges itself indebted and for value received hereby promises to pay to the Registered Owner identified above, or registered assigns, subject to the provisions of the Issuer's proceedings authorizing this Bond and each Bond of the series of which it is one, 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, 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 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 such interest payment date, at the address of such Registered Owner appearing on the registration books maintained for such purpose at the designated principal corporate trust office of Amalgamated Bank of Chicago, in 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 designated principal corporate trust office of Amalgamated Bank of Chicago, in Chicago, Illinois, as Paying Agent (including its successors, the "Paying Agent "). Although it is expected, and has been certified, that the Bonds are to be paid from the receipts derived by the Issuer from Net Revenues, constituting Pledged Revenues (as each such term is defined in the -17- hereinafter defined Bond Ordinance authorizing this Bond), as derived from the Issuer's combined waterworks and sewerage system (the "System "), which Pledged Revenues are pledged to the payment thereof, 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 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. The Bonds are and constitute Alternate Bonds and are "general obligation bonds." This Bond is one of a series of Bonds issued in the aggregate principal amount of $1,825,000, 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 the Illinois Municipal Code and 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, including by the Registered Bond Act, the Illinois Bond Replacement Act, the Bond Authorization Act and the applicable laws authorizing the Pledged Revenues), and pursuant to and in accordance with Ordinance No. adopted by the Issuer's President and Board of Trustees on , 2005, and entitled: "An Ordinance Authorizing the Issuance of General Obligation Waterworks and Sewerage Refunding Bonds (Alternate Revenue Source), Series 2005, 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" (as supplemented and amended and with respect to which undefined terms herein shall have the meanings therein, the "Bond Ordinance "). The Bonds are issued to refinance System facilities by refunding certain prior water and sewer alternate bonds, and related costs and expenses, as provided in the Bond Ordinance. [Insert Term Bond provisions, as applicable.] Bonds maturing on December 1, 2015, are subject to redemption prior to maturity at the option of the Issuer in whole on any date or in part on any interest payment date on and after December 1, 2014, at a redemption price equal to the principal amount to be redeemed plus accrued interest to the redemption date, less than all of the Bonds of a single maturity to be selected by lot as the Bond Registrar determines, on the applicable redemption date and at a redemption price equal to the principal amount to be so redeemed, plus accrued interest to the redemption date. 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 denomination 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. -18- m CT' U.S. Postal ServicerM CERTIFIED MAIL., RECEIPT (Domestic Mail Only; No Insurance Coverage Provided) For delivery information visit our website at v -..w v -r : rItr.; Postage Certified Fee Rehm Redapt Fee (Endorsement Required) Restricted Delivery Fee (Endorsement Required) Total Postage & Fees Sent To or PO Box No. coy,, State, ZPF4 PS Form 3800. June 2002 $ y fez` «oti See Reverse for Instructions U.S. Postal Service„, CERTIFIED MAIL, RECEIPT (Domestic Mail Only; No Insurance Coverage Provided) For delivery information visit our website at rr.:.:. :••=ns.com;,, ©FF el Postage Certified Fee ( Erdorsem i ent Requred) (Eestricted Del ndorsement Re�quirFedd)) Total Postage & Fees Sent To ... V o.POaexNO. 4 PS Form 3800. June 2002 ■ ILOt tiY' ,Ti Ca. ark 51 Sol e� �L .. 3a_ f e See Reverse for Instructions U.S. Postal Servicerr., CERTIFIED MAIL, RECEIPT (Domestic Mail Only; No Insurance Coverage Provided) For delivery information visit our website at OFFICwww.usps.corn® Postage Certified Fee Relum (Endorsement Req tuired) Restricted Delivery Fee (Endorsement Required) Total Postage & Fees PS Form 3800. June 2002 See Reverse for Instructions Village of Faith Mayor John F. Piazza Village Clerk Charlene M. Smollen Trustees Debby Blatzer Peter Coules Brian Reaves Steven Rosendahl Ronald Stapleton Jeanette Virgilio Administrator Gary C. Holmes Administration phone (630) 257 -1590 fax (630) 243 -0958 Building Department phone (630) 257 -1580 fax (630) 257 -1598 Community Development phone (630) 257 -1595 fax (630)257 -1598 Engineering Department phone (630) 257 -2532 fax (630) 257 -3068 Finance Department phone (630) 257 -1550 fax (630) 257 -1598 Police Department 416 Main Street phone (630) 257 -2229 fax (630) 257 -5087 Public Works 14574 127th Street phone (630) 257 -2532 fax (630) 257 -3068 www.lemont.il.us March 22, 2005 Village of Lemont Nancy Schultz Voots Will County Clerk, Tax Extension Department 302 N. Chicago Street Joliet, IL 60432 418 Main Street • Lemont, Illinois 60439 Dear Clerk: Enclosed are 2 copies of the following document: ABATEMENT CERTIFICATE Abating the tax levy for the years 2005 - 2015 Pursuant to Ordinance No. 964 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $2,500,000 GENERAL OBLIGATION WATER AND SEWERAGE SYSTEM IMPROVEMENT BONDS, SERIES 1996 (ALTERNATE REVENUE SOURCE) OF THE VILLAGE OF LEMONT, IL Please execute the Receipt for Filing and return one copy of the document to: Village Clerk Village of Lemont 418 Main Street Lemont, IL 60439 Sincerely, Ili /Z✓/1�Z1 /C- Charlene Smollen Village Clerk Will County ABATEMENT CERTIFICATE Pursuant to Ordinance No. 964, AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $2,500,000 GENERAL OBLIGATION WATER AND SEWERAGE SYSTEM IMPROVEMENT BONDS, SERIES 1996 (ALTERNATE REVENUE SOURCE) OF THE VILLAGE OF LEMONT, ILLINOIS, adopted by the President and Board of Trustees of the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Issuer ") on March 25, 1996 (as supplemented and amended, with respect to which undefined terms herein shall have the meanings therein, collectively, the "Bond Ordinance "), the undersigned, as Village President and Village Clerk of the Village of Lemont, Illinois, hereby certify to the Will County Clerk that it is appropriate to reduce by abatement the tax levy for each of the years 2005 — 2015, inclusive, as provided in Section 10 of the Bond Ordinance (filed March/April 1996, with such County Clerk), as follows: Tax Levy For Each Year, 2005 -2015, Inclusive New Levy Amount To Continue After Abatement A Tax Sufficient to Produce the Sum of, (Amount Abated) $ -0- 100% / All The County Clerk is hereby directed to abate in whole the taxes as set forth above. The tax levy shall be 100% abated (in whole) as shown above. (SEAL) Village Clerk Receipt ∎a rid Village President The County Clerk hereby acknowledges receipt of the above Abatement Certificate this day of March, 2005 and agrees to abate (and continue to extend with respect to the Bond Ordinance, as shown above) the taxes as therein provided. Will County Clerk Village of Faith Mayor John F. Piazza Village Clerk Charlene M. Smollen Trustees Debby Blatzer Peter Coules Brian Reaves Steven Rosendahl Ronald Stapleton Jeanette VirgiIio Administrator Gary C. Holmes Administration phone (630) 257 -1590 fax (630) 243 -0958 Building Department phone (630) 257 -1580 fax (630) 257 -1598 Community Development phone (630) 257 -1595 fax (630) 257 -1598 Engineering Department phone (630) 257 -2532 fax (630) 257 -3068 Finance Department phone (630) 257 -1550 fax (630) 257 -1598 Police Department 416 Main Street phone (630) 257 -2229 fax (630) 257 -5087 Public Works 14574 127th Street phone (630) 257 -2532 fax (630) 257 -3068 www.lemont.il.us March 22, 2005 Village of Lemont 418 Main Street • Lemont, Illinois 60439 Gary King DuPage County Clerk, Tax Extension Department 421 N. County Farm Road Wheaton, IL 60189 Dear Clerk: Enclosed are 2 copies of the following document: ABATEMENT CERTIFICATE Abating the tax levy for the years 2005 - 2015 Pursuant to Ordinance No. 964 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $2,500,000 GENERAL OBLIGATION WATER AND SEWERAGE SYSTEM IMPROVEMENT BONDS, SERIES 1996 (ALTERNATE REVENUE SOURCE) OF THE VILLAGE OF LEMONT, IL Please execute the Receipt for Filing and return one copy of the document to: Village Clerk Village of Lemont 418 Main Street Lemont, IL 60439 Sincerely, f�cix✓I�le, t4i� Charlene Smollen Village Clerk DuPage County ABATEMENT CERTIFICATE Pursuant to Ordinance No. 964, AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $2,500,000 GENERAL OBLIGATION WATER AND SEWERAGE SYSTEM IMPROVEMENT BONDS, SERIES 1996 (ALTERNATE REVENUE SOURCE) OF THE VILLAGE OF LEMONT, ILLINOIS, adopted by the President and Board of Trustees of the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Issuer ") on March 25, 1996 (as supplemented and amended, with respect to which undefined terms herein shall have the meanings therein, collectively, the "Bond Ordinance "), the undersigned, as Village President and Village Clerk of the Village of Lemont, Illinois, hereby certify to the DuPage County Clerk that it is appropriate to reduce by abatement the tax levy for each of the years 2005 — 2015, inclusive, as provided in Section 10 of the Bond Ordinance (filed March/April 1996, with such County Clerk), as follows: Tax Levy For Each Year, 2005 -2015, Inclusive New Levy Amount To Continue After Abatement A Tax Sufficient to Produce the Sum of, (Amount Abated) $ -0- 100 % /A11 The County Clerk is hereby directed to abate in whole the taxes as set forth above. The tax levy shall be 100% abated (in whole) as shown above. (SEAL) I /2 Village Presiden Village Clerk Receipt The County Clerk hereby acknowledges receipt of the above Abatement Certificate this day of March, 2005 and agrees to abate (and continue to extend with respect to the Bond Ordinance, as shown above) the taxes as therein provided. DuPage County Clerk Village of Faith Mayor John F. Piazza Village Clerk Charlene M. Smollen Trustees Debby Blatzer Peter Coules Brian Reaves Steven Rosendahl Ronald Stapleton Jeanette Virgilio Administrator Gary C. Holmes Administration phone (630) 257 -1590 fax (630) 243 -0958 Building Department phone (630) 257 -1580 fax (630) 257 -1598 Community Development phone (630) 257 -1595 fax (630) 257 -1598 Engineering Department phone (630)257 -2532 fax (630) 257 -3068 Finance Department phone (630) 257 -1550 fax (630) 257 -1598 Police Department 416 Main Street phone (630) 257 -2229 fax (630) 257 -5087 Public Works 14574 127th Street phone (630) 257 -2532 fax (630) 257 -3068 www.lemont.il.us March 22, 2005 Village of Lemont 418 Main Street Lemont, Illinois 60439 • David Orr Cook County Clerk, Tax Extension Department 118 North Clark Street Chicago, I160602 Dear Clerk: Enclosed are 2 copies of the following document: ABATEMENT CERTIFICATE Abating the tax levy for the years 2005 - 2015 Pursuant to Ordinance No. 964 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $2,500,000 GENERAL OBLIGATION WATER AND SEWERAGE SYSTEM IMPROVEMENT BONDS, SERIES 1996 (ALTERNATE REVENUE SOURCE) OF THE VILLAGE OF LEMONT, IL Please execute the Receipt for Filing and return one copy of the document to: Village Clerk Village of Lemont 418 Main Street Lemont, IL 60439 Sincr�e ely, Charlene Smollen Village Clerk Cook County ABATEMENT CERTIFICATE Pursuant to Ordinance No. 964, AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $2,500,000 GENERAL OBLIGATION WATER AND SEWERAGE SYSTEM IMPROVEMENT BONDS, SERIES 1996 (ALTERNATE REVENUE SOURCE) OF THE VILLAGE OF LEMONT, ILLINOIS, adopted by the President and Board of Trustees of the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Issuer ") on March 25, 1996 (as supplemented and amended, with respect to which undefined terms herein shall have the meanings therein, collectively, the "Bond Ordinance "), the undersigned, as Village President and Village Clerk of the Village of Lemont, Illinois, hereby certify to the Cook County Clerk that it is appropriate to reduce by abatement the tax levy for each of the years 2005 - 2015, inclusive, as provided in Section 10 of the Bond Ordinance (filed March/April 1996, with such County Clerk), as follows: Tax Levy For Each Year, 2005 -2015, Inclusive New Levy Amount To Continue After Abatement A Tax Sufficient to Produce the Sum of, (Amount Abated) $ -0- 100% / All The County Clerk is hereby directed to abate in whole the taxes as set forth above. The tax levy shall be 100% abated (in whole) as shown above. (SEAL) ,01..l _ ." x : J L Village C erk Village Preside Receipt The County Clerk hereby acknowledges receipt of the above Abatement Certificate this day of March, 2005 and agrees to abate (and continue to extend with respect to the Bond Ordinance, as shown above) the taxes as therein provided. Cook County Clerk 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 preceding any interest payment date to such interest payment date[, or to transfer or exchange any Bond after notice calling such Bond for redemption has been mailed, or during a period of fifteen (15) days next preceding mailing of a notice of redemption of any Bonds]. 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 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 the Village President, any member of the 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 Intemal 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 in 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 Clerk -19- VILLAGE OF LEMONT, Cook, DuPage and Will Counties, Illinois Vi lage ident Dated: CERTIFICATE OF AUTHENTICATION This is one of the General Obligation Waterworks and Sewerage Refunding Bonds (Alternate Revenue Source), Series 2005, 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 attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises Dated Signature Guarantee: (Name of Eligible Guarantor Institution as defined by SEC Rule 17 Ad -15 (17 CFR 240.1 Ad -15)) Signature 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 10. Levy and Extension of Taxes. For the purpose of providing the money required to pay 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 in each of the years 2005 through 2014, inclusive, sufficient for that purpose, in addition to all other taxes, and in the amounts for each year, as follows: -20- For the Tax Levy Year A Tax Sufficient to Produce the Sum of ($): 2005 212,675 for interest and principal 2006 208,604 for interest and principal 2007 288,863 for interest and principal 2008 218,543 for interest and principal 2009 208,110 for interest and principal 2010 227,173 for interest and principal 2011 215,678 for interest and principal 2012 208,980 for interest and principal 2013 221,675 for interest and principal 2014 208,895 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 hereof certified by the Village Clerk, 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 are hereby directed to ascertain the rate percent required to produce the aggregate tax hereinabove 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, except (i) to conform the above tax levies to reduced debt service in connection with a Bond Order, if any, and (ii) unless and to the extent that (A) there then shall be moneys irrevocably on deposit therefor in the Debt Service Subaccount of the Surplus Account, or (B) the Issuer's Corporate Authorities shall have determined by a resolution duly adopted by the affirmative vote of not less than two - thirds of the Issuer's Corporate Authorities, and supported by a statement from a certified public accountant (or firm of certified public accountants) and from the Issuer's Treasurer, that the Pledged revenues with respect to the series of Bonds in connection with the applicable levy of taxes projected to be received during the period in connection with such levy of taxes in respect of such series of Bonds are sufficient to pay when due the principal of and interest on such Bonds during such period and to maintain the 1.25 coverage requirements in connection with Alternate Bonds, the Issuer 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, and the Issuer and its -21- 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 Debt Service Subaccount established in Section 12(d) below to pay the principal of and interest on the Bonds. Whenever moneys are irrevocably on deposit in such Debt Service Subaccount to pay the principal of and/or interest on the Bonds, the Corporate Authorities or other authorized officer shall by appropriate supplemental proceedings direct the abatement of the Pledged Taxes for the year with respect to which such taxes have been levied to the extent of such deposit, and appropriate certification of such abatement shall be timely filed with the County Clerk 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 11. System Fund and Accounts. Upon the issuance of any of the Bonds, the System shall continue to be operated on a Fiscal Year basis. All of the revenues from any source whatsoever derived from the operation of the System, together with any other available funds therefor, shall be set aside as collected and be deposited in a separate fund and in an account in a bank to be designated or continued, as the case may be, by the Corporate Authorities, which fund is hereby created, designated or continued, as the case may be, as the Issuer's "Waterworks and Sewerage Fund" (the "Fund" or the "System Fund "), which shall constitute a trust fund for the sole purpose of carrying out the covenants, terms, and conditions of this ordinance, and shall be used only in paying operation and maintenance expenses of the System, providing adequate depreciation and reserve funds as herein provided, paying the principal of and interest on all revenue bonds and obligations of the Issuer which by their terms are payable solely from the revenues derived from the System, and providing for the establishment of an expenditure from the respective accounts as hereinafter described. Section 12. Flow of Funds. There shall be deposited in and credited to the System Fund all revenues and income of the System as received, and all disbursements for the Operation and Maintenance Expenses of the System and all allocations and deposits to the following Accounts shall be made from the System Fund. There shall be and there are hereby ordered, created and established, or at the Issuer's option continued (including as redesignated, as may be necessary) under the Prior 1996 Ordinance, as the case may be, separate accounts and subaccounts to be known as the Waterworks and Sewerage System "Operation and Maintenance Account ", "Accounts Created Pursuant to Future Bond Ordinances ", "Depreciation Account ", and "Surplus Account" (including therein a "Debt Service Subaccount", from which debt service on the Bonds is to be paid and into which, as the case may be, Pledged Taxes shall be directly deposited), to which there shall be credited on or before the first day of each month by the Issuer's Treasurer or other appropriate financial officer of the Issuer, without any further official action or direction, in the order in which such accounts are hereinafter mentioned, all moneys held in the System Fund, in accordance with the following provisions: (a) Operation and Maintenance Account: There shall be deposited and credited to the Operation and Maintenance Account an amount sufficient, when added to the amount then on deposit in such Account, to establish a balance equal to an amount not -22- less than the amount necessary to pay Operation and Maintenance Expenses for the then current month. (b) Accounts Created Pursuant to Future Bond Ordinances. Future Bond Ordinances may create additional accounts in the System Fund for the payment and security of waterworks and sewerage revenue bonds that hereafter may be issued by the Issuer. Amounts in the System Fund shall be credited to and transferred from such accounts in accordance with the terms of the Future Bond Ordinances. (c) Depreciation Account: Amounts shall be deposited into the Depreciation Account from time to time as the Corporate Authorities determine necessary to provide an adequate depreciation fund for the System. In Future Bond Ordinances, the Issuer may covenant to make specific monthly deposits to such Depreciation Account and to accumulate funds therein. Amounts to the credit of the Depreciation Account shall be used for (i) the payment of the cost of extraordinary maintenance, necessary repairs and replacements, or contingencies, the payment for which no other funds are available, in order that the System may at all times be able to render efficient service and (ii) the payment of principal of or interest and applicable premium on any Outstanding Bonds at any time when there are no other funds available for that purpose in order to prevent a default and shall be transferred to the appropriate account for such purpose. Future Bond Ordinances may provide for additional uses and transfers of the funds on deposit in the Depreciation Account. (d) Surplus: All moneys remaining in the System Fund, after crediting the required amounts to the respective accounts hereinabove provided for, and after making up any deficiency in the above Accounts described in subsections (a) through (c), inclusive, shall be credited to the Surplus Account and then: (i) shall first be used to make up any subsequent deficiencies in any of the Accounts hereinabove named; (ii) shall second, after depositing all accrued interest received on the sale of the Bonds and other funds, to pay debt service through December 1, 2005, on or before the second business day of the Issuer preceding the first day of each month the Issuer's Treasurer shall first credit to and shall immediately deposit into a "Debt Service Subaccount," (within which there shall be a further (A) "Pledged Taxes Subaccount" into which any Pledged Taxes shall be directly deposited, and, as applicable, a (B) "Revenue Service Subaccount" into which, as applicable, Sales Taxes and/or Revenue Sharing Receipts shall be deposited), from Net Revenues, a pro rata amount (not less than 1/6) in Pledged Revenues of the installment of interest coming due on the next succeeding interest payment date and such that the tax levy in Section 10 can be timely abated (the aggregate being the "Interest Requirement" for the applicable period) on the then Outstanding Bonds plus a pro rata amount (not less than 1/12) of the installment of principal coming due on the then Outstanding Bonds on the next succeeding principal payment or mandatory redemption date on the then Outstanding Bonds and such that the tax levy in Section 10 can be timely abated (the aggregate being the "Principal Requirement" for -23- the applicable period), and Pledged Revenues shall be so credited in full to the Debt Service Subaccount until the Principal Requirement and the Interest Requirement shall have been met, after which no such deposits shall be required, and such moneys may be applied to any other lawful System or corporate purposes; and except as hereinafter provided, moneys to the credit of the Debt Service Subaccount shall be used solely and only for the purpose of paying principal of and redemption premium, if any, and interest on the Bonds as the same become due or upon maturity or mandatory redemption; and (iii) third, at the discretion of the Corporate Authorities, shall be used, if at all, for one or more of the following purposes (and not for any general corporate purposes) without any priority among them: (1) For the purpose of constructing or acquiring repairs, replacements, renewals, improvements or extensions to the System; or (2) For the purpose of calling and redeeming Outstanding Bonds which are callable at the time; or (3) For the purpose of purchasing any Outstanding Bonds; or (4) For the purpose of paying principal of and interest on any subordinate bonds or obligations issued for the purpose of acquiring or constructing repairs, replacements, renewals, improvements and extensions to the System; or (5) For any purpose enumerated in any Future Bond Ordinance; or (6) For any other lawful purpose. (f) Investments: Money to the credit of the System Fund prior to the monthly accounting and to the credit of the Operation and Maintenance Account may be invested in Qualified Investments pursuant to any authorization granted to municipal corporations by Illinois statute or court decision. Money to the credit of the Debt Service Subaccount may duly be invested from time to time by the Treasurer of the Issuer in Qualified Investments, as follows: (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, or (iii) certificates of deposit or time deposits of any bank, as defined by the Illinois Banking Act, or savings and loan association provided such bank or savings and loan association is insured by the Federal Deposit Insurance Corporation (FDIC) or a successor corporation to FDIC, and provided further that the principal of such deposits is secured by a pledge of obligations as described in clauses (f) (i) and (f) (ii) above in the full principal amount of such deposits, and otherwise collateralized in such amount and in such manner as may be required by law. Such investments shall be sold from time to time by such Treasurer as funds may be needed for the purpose for which such accounts have been created. -24- All interest on any funds so invested shall be credited to the applicable fund, account or subaccount of the System Fund for which the investment was made and is hereby deemed and allocated as expended with the next expenditure or expenditures of money from such applicable fund, account or subaccount of the System Fund; provided, however, the Issuer shall credit such interest in such manner as to not cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and applicable Income Tax Regulations. Moneys in any of such accounts shall be invested by the 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 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 13. Bond Proceeds Account. Unless applied directly, including by the Underwriter, (i) to fund the Escrow Account for the Refunding and/or (ii) to directly pay for a Policy and other costs of issuance of the Bonds, as is hereby approved, all of the proceeds derived from the sale of the Bonds (exclusive of accrued interest) shall be deposited in the "Bond Proceeds Account of 2005 ", which is hereby established as a special account of the Issuer. Moneys in the Bond Proceeds Account of 2005 shall be used for the purposes specified in Section 1 of this ordinance (that is, the costs of refinancing the Project 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 the Waterworks and Sewerage Revenue Source Act. Before any such reappropriation shall be made, there shall be filed with the Village Clerk an opinion of Evans, Froehlich, Beth & Chamley, Champaign, Illinois, or other 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. Unless directly applied, including as set forth above, including the funding of costs of issuance of the Bonds, 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 or advanced by the Issuer in connection with System facilities, as approved by a written opinion of Bond Counsel, 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 Treasurer or other appropriate fmancial officer of the Issuer only upon submission to such officer of the following (provided that no such submission shall be required to fund the Escrow Account or to pay issuance costs as above set forth): A duplicate copy of the order signed by the Village President, Village Administrator or Village Treasurer, 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. -25- Within sixty (60) days after completion of the authorized System facilities the Village President, or Village Administrator shall certify to the Corporate Authorities the fact that any work has been completed, and after all costs have been paid, the Village President or Village Administrator shall execute a completion certificate and file it with the depositary in which the Bond Proceeds Account of 2005 is on deposit and in the records of the Issuer certifying that such authorized System facilities have been completed 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 transmitted by the depositary to the Village Treasurer or other appropriate financial officer of the Issuer, and such officer shall credit such funds to the Debt Service Subaccount, or with an approving written opinion of Bond Counsel, otherwise as the Corporate Authorities direct. Section 14. Arbitrage Rebate. The Issuer shall comply with the provisions of Section 148(f) of the Internal Revenue Code of 1986, as amended, relating to the rebate of certain investment eamings at periodic intervals to the United States of America to the extent 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 Internal Revenue Code of 1986, as amended. There is hereby authorized to be created (or continued, with a separate subaccount for the Bonds), as necessary, a separate and special account known as the "Rebate Account", 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 Internal 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. 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 several accounts and subaccounts of the System Fund except in accordance with the tax covenants and other covenants set forth in Section 16 of this ordinance. All income derived from such investments in respect of moneys or securities in any fund, account or subaccount shall be credited in each case to the fund, account or subaccount in which such moneys or securities are held. Any moneys in any fund, 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 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 Income Tax Regulations dealing with arbitrage and rebate (the -26- "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 financing the Project 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. The Project will immediately commence upon issuance of the Bonds. The Issuer has incurred or will incur within 6 months Project costs in an amount equal to at least 5% of the Bond proceeds. (b) The Issuer will immediately proceed with and diligently conclude the Project, within the temporary period therefor. (c) The Issuer has on hand no funds which could legally and practically be used for the Project 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 Project, 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 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 underwriter or wholesalers). (d) Net principal proceeds of the Bonds will be applied directly (i) to the Project, (ii) to costs of issuance of the Bonds or (iii) deposited in the Bond Proceeds Account of 2005 and used to pay authorized costs and costs of issuance of the Bonds, and any accrued interest and premium received on the delivery of the Bonds, and other funds of the Issuer to pay interest through December 1, 2005, will be deposited in the Debt Service Subaccount and used to pay the first interest due on the Bonds. Earnings on the investment of moneys in any fund, account or subaccount will be credited to that fund, account or subaccount. Costs of issuance costs of the Bonds may be paid directly upon issuance of the Bonds or from the Bond Proceeds Account of 2005, and no other moneys are expected to be deposited in the Bond Proceeds Account of 2005. Moneys in the Depreciation Account may be applied to pay debt service on the Bonds in the event there shall be an insufficiency in the Debt Service Subaccount. However, due to the expected application of such moneys to pay costs of replacement, repair and extraordinary maintenance of System facilities, it is unlikely such moneys will be available for such purpose. Interest on and principal of the Bonds will be paid from the Debt Service Subaccount. No Proceeds will be used more than 30 days after the date of issue of the -27- Bonds for the purpose of paying any principal or interest on any 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 Debt Service Subaccount is established to achieve a proper matching of revenues and earnings with debt service in each bond 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 Debt Service Subaccount will be spent within the 12 -month period beginning on the date of deposit therein. Any earnings from the investment of amounts in the Debt Service Subaccount 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 Debt Service Subaccount 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 Debt Service Subaccount, or (ii) in the aggregate one - twelfth (1 /12th) of the annual debt service on the Bonds. (f) Other than the Debt Service Subaccount, no funds or accounts 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 Debt Service Subaccount or the Depreciation Account and all Proceeds, no matter in what funds or accounts deposited ( "Gross 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 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 Bond Proceeds Account of 2005 after the three -year temporary period, but only as expected to be applied to authorized Project facilities and related costs, 1/8 of 1 %, and within such three -year temporary period without restrictions. (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 "); -28- (B) amounts deposited in the Debt Service Subaccount that are reasonably expected to be expended within 13 months. from the deposit date and have not been on deposit therein for more than 13 months; (C) amounts, if any, in the Bond Proceeds Account of 2005 to be applied to System improvements prior to the earlier of completion (or abandonment) of such improvements or three years from the date of issue of the Bonds; (D) an amount not to exceed 5% of Bond proceeds; (E) all amounts for the first 30 days after they become Gross Proceeds (e.g., date of deposit in any fund, account or subaccount securing the Bonds); and (F) all amounts derived from the investment of Proceeds for a period of one 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 excepted from the required rebate of arbitrage profits on the Bonds because the Issuer is a governmental unit with general taxing powers, none of the Bonds is a "private activity bond" as defined in Section 139(a) of the Internal Revenue Code of 1986, as amended, all the net proceeds of the Bonds are to be used for the local government activities of the Issuer, and the aggregate face amount of all tax- exempt obligations (including "qualified 501(c)(3) bonds" and excluding other than "private activity bonds" as defined in Internal Revenue Code of 1986, as amended) issued by the Issuer and all subordinate entities thereof during the calendar year in which the Bonds are to be issued, including the Bonds, is reasonably expected to exceed $5,000,000 under such Section 148(f)(4)(D). In this connection, the Issuer will execute an Arbitrage Regulation Agreement, as applicable, and not otherwise. (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. -29- (m) No user of the Prior 1996 Project 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 Prior 1996 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 the 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 the Prior 1996 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 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. (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 139, 148 or 149(0 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. -30- 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 use of the Project and 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: (i) 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; (ii) to consult with Bond Counsel approving the Bonds and to comply with such advice as may be given; (iii) to pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds; (iv) to file such forms, statements, and supporting documents as may be required and in a timely manner; and (v) if deemed necessary or advisable, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the Issuer in such compliance, and (vi) to abate in whole or in part taxes levied hereunder and under the Prior 1996 Ordinance. The call for redemption of the Prior 1996 Bonds is hereby authorized. Upon compliance with Section 10 annual abatement of Pledged Taxes is authorized, and not otherwise. An Insurer's commitment with respect to a Policy and the terms and provisions of the Policy are hereby incorporated into this ordinance by this reference, as if set out in full at this place, including without limitation that any investment restrictions and limitations in the commitment and related to the Policy shall be deemed to be applicable restrictions and limitations on the investments authorized by this ordinance. A copy of the Insurer's commitment and standard package shall be attached to this ordinance, but any failure to so attach shall not abrogate, diminish or impair the effect thereof. In the event there is no Insurer or Policy, the reference herein to an Insurer or a Policy shall be given no effect. 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: (a) The Issuer will take all action necessary to impose, levy, collect, receive and apply the Pledged Revenues and Pledged Taxes, in each case in the manner contemplated by this ordinance and that such Pledged Revenues are to be deposited into the Debt Service Subaccount and 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. (b) The Issuer covenants that it will, while any of the Bonds shall remain outstanding, apply System revenues and charge rates and fees for usage of the System, sufficient to provide for or pay each of the following in any given year: (1) cost of operation and maintenance of the System (but not including depreciation); (2) debt service on all outstanding revenue bonds payable from the Net Revenues of the System; (3) all amounts required to meet any fund or account requirements with respect to the -3 1 - Bonds or any other bonds payable from Net Revenues of the System; (4) other contractual or tort liability obligations, if any, payable from such enterprise revenues; and (5) in each year, an amount not less than 1.25 times the debt service for all (i) alternate bonds payable from Net Revenues, including any previously issued and outstanding; and (ii) alternate bonds proposed to be issued and payable from one or more of the sources of Pledged Revenues, including the Bonds. (c) Whenever the 125% coverage in subsection (b) above is not effected or the Bonds at any time fail to qualify as Alternate Bonds not subject to any applicable debt limit under Section 15 of the Local Government Debt Reform Act or taxes are levied and extended and collected as in Section 10 hereof, the Issuer covenants to promptly have prepared a financial analysis of the System and the Pledged Revenues by an independent consulting accountant or other qualified professional employed for that purpose, and further, to send a copy of such analysis, when completed, to the Purchaser of the Bonds along with a letter indicating what action the Issuer has taken responsive to such study and to comply with Section 15 of the Local Government Debt Reform Act. (d) 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 Pledged Revenues and the operation of the System, and hereby covenants that within ninety (90) days following the close of each Fiscal Year, it will cause the books and accounts related to the Pledged Revenues and the System 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 and request therefor, the Issuer will send the Underwriter 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) A list of all insurance policies in force at the end of the Fiscal Year, setting out as to each policy the amount of the policy, the risks covered, the name of the insurer, and the expiration date of the policy. (iii) The amount and details of all Outstanding Bonds. (iv) 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 the Purchaser, and a summary thereof shall be furnished to the registered owner of any Bond upon request. -32- (e) The Issuer will keep its books and accounts in accordance with generally accepted fund reporting practices for local government entities and enterprise funds; provided, however, that the monthly credits to the Debt Service Subaccount 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. (t) The Issuer will take no action in relation to the Pledged Revenues or the Pledged Taxes which would unfavorably affect the security of the Outstanding Bonds or the prompt payment of the principal and interest thereon or the 125% coverage required in subsection (b) above to maintain the Bonds as "alternate bonds" under Section 15 of the Local Government Debt Reform Act. (g) The registered owner of any Bond may proceed by civil action to compel performance of all duties required by law and this ordinance. (h) The Issuer will adopt a budget and/or approve appropriations for the System prior to the beginning of each Fiscal Year, subject to all applicable state laws, providing for payment of all sums to be due in the Fiscal Year so as to comply with the terms of this ordinance. The budget may include in its estimate of income the use of available surplus moneys or other funds of the Issuer appropriated for such purposes. If during the Fiscal Year there are extraordinary receipts or payments of unusual cost, the Issuer will adopt an amended budget for the remainder of the Fiscal Year, providing for receipts or payments pursuant to this ordinance. (i) The Issuer will carry insurance on the System of the kinds and in the amounts which are usually carried by private parties operating similar properties, covering such risks as shall be recommended by a competent consulting engineer or insurance consultant employed by the Issuer for the purpose of making such recommendations. All moneys received for loss under such insurance policies shall be deposited in a separate subaccount of the Bond Proceeds Account of 2005 and used in making good the loss or damage in respect of which they were paid, either by repairing the property damaged or making replacement of the property destroyed, and provision for making good such loss or damage shall be made within ninety (90) days from the date of the loss. The payment of premiums for all insurance policies required under the provisions of this covenant in connection with the System shall be considered an Operation and Maintenance Expense. The proceeds derived from any and all policies for workers' compensation or public liability shall be paid into a separate subaccount of the Operation and Maintenance Account and used in paying the claims on account of which they were received. (j) 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. -33- (k) The Issuer will preserve and protect the security of the Bonds and the rights of the registered owners of the Bonds, and will warrant and defend their rights against all claims and demands of all persons. (1) 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 shall constitute full authority for the issuance of the Bonds, and to the extent that the provisions of this ordinance conflict with the provisions of any other ordinance or resolution of the Issuer, the provisions of this 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. Upon the issuance of the Bonds, neither the Bonds nor this ordinance, to the extent lawful, shall be subject to contest by or in respect of the Issuer. Section 21. 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 to be 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 such calendar year. For purposes of this Section, the term "tax- exempt obligation" 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 22. Repeal. All ordinances, resolutions or parts thereof in conflict herewith shall be and the same are hereby repealed to the extent of such conflict and this ordinance shall be in full force and effect forthwith upon its adoption. Section 23. 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. -34- Upon motion by Trustee i , seconded by Trustee adopted this 28th day of February, 2005, by roll call vote as follows: Ayes (Names): Nays (Names): Absent (Names): ATTEST: Village Clerk (SEAL) APPROVED: February 28, 2005 Village reside -35- STATE OF ILLINOIS COUNTY OF COOK VILLAGE OF LEMONT ) SS. CERTIFICATION OF ORDINANCE 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 foregoing constitutes a full, true and complete excerpt from the proceedings of a regular meeting of the Corporate Authorities held on the 28th day of February, 2005, insofar as same relates to the adoption of Ordinance No. 0 • . ' -a S, entitled: AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION WATERWORKS AND SEWERAGE REFUNDING BONDS (ALTERNATE REVENUE SOURCE), SERIES 2005, 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 20'day of ¢ byU , 2005. (SEAL) Village Clerk