O-108-07 12/10/2007PnQA.A-e'1
ORDINANCE NO. 0-108-07
AN ORDINANCE AUTHORIZING THE ISSUANCE OF
GENERAL OBLIGATION BONDS (ALTERNATE
REVENUE SOURCE), SERIES 2007A AND SERIES 2008,
OF THE VILLAGE OF LEMONT, COOK, DUPAGE AND
WILL COUNTIES, ILLINOIS, PROVIDING THE DETAILS
OF SUCH BONDS AND FOR AN ALTERNATE REVENUE
SOURCE AND THE LEVY OF DIRECT ANNUAL TAXES
SUFFICIENT TO PAY THE PRINCIPAL OF AND
INTEREST ON SUCH BONDS, AND RELATED MATTERS
WHEREAS, the Village of Lemont, Cook, DuPage and Will Counties, Illinois
(the "Issuer "), is a non -home rule municipality duly established, existing and operating in
accordance with the provisions of the Illinois Municipal Code (Section 5/1 -1 -1 et seq. of Chapter
65 of the Illinois Compiled Statutes), as supplemented and amended, including by the Local
Government Debt Reform Act (Section 350/1 et seq. of Chapter 30 of the Illinois Compiled
Statutes), is entitled to receive (i) utility taxes (subject to any prior lien or pledge, and however
styled, and includes any replacement or successor taxes of similar effect, collectively, "Utility
Taxes ") imposed, collected and distributed pursuant to applicable law and (ii) a distributive
share of State of Illinois income taxes (such distributive share referred to herein as the "Revenue
Sharing Receipts ") imposed by the State of Illinois pursuant to the Illinois Income Tax Act and
distributed pursuant to the State Revenue Sharing Act; and
WHEREAS, the President and Board of Trustees of the Issuer (the "Corporate
Authorities ") has determined that it is advisable, necessary and in the best interests of the
Issuer's public health, safety and welfare to undertake the acquisition, construction and
installation of a new police station, and related facilities, improvements and costs (the
"Project "); and
WHEREAS, the total estimated cost of the Project, including related issuance
costs and other expenses, is to be paid in whole or in part from proceeds of the hereinafter
described revenue and alternate bonds, being general obligation in lieu of revenue bonds as
authorized by Section 15 of the Local Government Debt Reform Act (Section 350/15 of Chapter
30 of the Illinois Compiled Statutes), but nevertheless expected to be paid from receipts of
certain specified revenues, as further provided in this ordinance, rather than by any levy of taxes,
and any balance from other funds legally available for such purpose; and
WHEREAS, the estimated cost to provide for the Project, and related legal,
financial, bond discount, printing and publication costs, and other expenses preliminary to and in
connection with the Project is anticipated not to exceed the amount presently anticipated and
planned to be paid from proceeds of the hereinafter described Bonds; and
WHEREAS, ORDINANCE NO. 0- 70 -07, AN ORDINANCE AUTHORIZING
THE ISSUANCE OF UTILITY TAXES / REVENUE SHARING RECEIPTS ALTERNATE
REVENUE SOURCE BONDS OF THE VILLAGE OF LEMONT, COOK, DUPAGE AND
WILL COUNTIES, ILLINOIS, FOR THE PURPOSE OF FINANCING A NEW POLICE
STATION, AND RELATED FACILITIES, IMPROVEMENTS AND COSTS (the
"Preliminary Ordinance "), adopted August 27, 2007, together with a separate notice of intent
to issue Utility Taxes and Revenue Sharing Receipts alternate bonds (being general obligation in
lieu of revenue bonds) was published on September 14, 2007, in the Lemont Reporter, a
newspaper published in Cook, DuPage and Will Counties, Illinois and of general circulation in
the corporate limits of the Issuer; and
WHEREAS, more than thirty (30) days have elapsed since the September 14,
2007 publication of the Preliminary Ordinance and the related notice in the Lemont Reporter,
and the Issuer has received no petition in connection with the Bonds or the Project, a form of
petition therefor being at all relevant times available in the office of the Village Clerk on and
since August 27, 2007; and
WHEREAS, the Issuer has insufficient funds to pay the costs of the Project and,
therefore, must borrow money and issue revenue' and general obligation bonds (alternate revenue
source) under the Preliminary Ordinance and this ordinance, in evidence thereof up to the
aggregate principal amount of $9,215,000 for such purpose (A) $7,000,000 General Obligation
Bonds (Alternate Revenue Source), Series 2007A (the "Series 2007A Bonds" or "Series
2007A "); and (B) $2,215,000 General Obligation Bonds (Alternate Revenue Source), Series
2008 (the "Series 2008 Bonds" or "Series 2008 "); and
WHEREAS, pursuant to and in accordance with the provisions of Section 15 of
the Local Government Debt Reform Act (Section 350/15 of Chapter 30 of the Illinois Compiled
Statutes), as supplemented and amended, the Preliminary Ordinance and this ordinance, the
Issuer is authorized to issue its: (A) General Obligation Bonds (Alternate Revenue Source),
Series 2007A; and (B) General Obligation Bonds (Alternate Revenue Source), Series 2008, up to
the aggregate principal amount set forth above (the "Bonds "), for the purpose of providing funds
to pay all or a portion of the costs of the Project; and
WHEREAS, after notice having been duly published on September 14, 2007 in
the Lemont Reporter, the Corporate Authorities on October 8, 2007 held and conducted the
public hearing required by the Bond Issue Notification Act (30 ILCS 352/1 et seq.) concerning
the Bonds; 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:
Eau
Preambles 1
Section 1. Definitions 3
Section 2. Preambles, Authority and Useful Life 6
Section 3. Authorization and Terms of Bonds 6
Section 4. Execution and Authentication 11
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Section 5. Registration of Bonds and Book -Entry 12
Section 6. Bond Registrar and Paying Agent 14
Section 7. Alternate Bonds; General Obligations 15
Section 8. Form of Bonds 16
Section 9. Levy and Extension of Taxes 22
Section 10. Related Agreements 24
Section 1 1 . Revenue Fund 25
Section 12. Bond Proceeds Account 27
Section 13. Issuance of Additional Bonds .. 28
Section 14. Arbitrage Rebate 29
Section 15. Investment Regulations 29
Section 16. Non - Arbitrage and Tax- Exemption 30
Section 17. Further Assurances and Actions 34
Section 18. General Covenants 34
Section 19. Ordinance to Constitute a Contract 36
Section 20. Severability and No Contest 36
Section 21. Bank Qualified Bonds 37
Section 22. Conflict 37
Section 23. Effective Date 37
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND
BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK, DUPAGE AND
WILL COUNTIES, ILLINOIS, as follows:
Section 1. Definitions. Certain words and terms used in this ordinance shall
have the meanings given them herein, including above in the preambles hereto, and the meanings
given them in this Section 1, unless the context or use clearly indicates another or different
meaning is intended. Certain definitions are as follows:
"Act" means, collectively, the Local Government Debt Reform Act (Section
350/1 et seq. of Chapter 30 (and particularly Section 350/15 thereof) of the Illinois Compiled
Statutes, as supplemented and amended, and the Illinois Municipal Code (Section 5/1 -1 -1 et seq.
of Chapter 65 of the Illinois Compiled Statutes), as supplemented and amended, including,
without limitation, by applicable law (related to Utility Taxes and Revenue Sharing Receipts)
and by the Revenue Source Act, 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), and includes expressly the Bonds.
"Arbitrage Regulation Agreement" means the Issuer's Arbitrage Regulation
Agreement in connection with arbitrage rebate and yield reduction payments in connection with
the Bonds.
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"Bona fide debt service fund" means a fund or account that: (1) is used
primarily to achieve a proper matching of revenues with principal and interest payments within
each bond year; and (2) is depleted at least once each bond year, except for a reasonable
carryover amount not to exceed the greater of: (i) the earnings on the fund for the immediately
proceeding bond year; or (ii) one - twelfth of the principal and interest payments on the issue for
the immediately preceding Bond Year.
"Bond" or "Bonds" means the Issuer's: (A) General Obligation Bonds
(Alternate Revenue Source), Series 2007A; and (B) General Obligation Bonds (Alternate
Revenue Source), Series 2008, authorized to be issued by this ordinance, in the aggregate
principal amount of $9,215,000: $7,000,000 Series 2007A; and $2,215,000 Series 2008, subject
to a Bond Order.
"Bond Order" means each Bond Order, if any, as referenced in Section 3(a).
"Bond Registrar" and "Paying Agent" each means Amalgamated Bank of
Chicago, Chicago, Illinois, and its successor.
"Bond Year" means, subject to such elections as the Issuer may make, each
annual period of December 2 in a calendar year to and including December 1 in the next calendar
year, but with the first Bond Year ending on December 1, 2008.
"Capitalized Interest" shall have the meaning in Section 12.
"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 each Continuing Disclosure Certificate and
Agreement under Rule 15c2 -12, related to the Bonds.
"Fiscal Year" means the twelve -month period constituting the Issuer's fiscal
year, not inconsistent with applicable law.
ordinance.
"Fund" means the Revenue Fund created and established in Section 11 of this
"Insurer" shall have the meaning in Section 3(a).
"Issuer" means the Village of Lemont, Cook, DuPage and Will Counties, Illinois.
"Junior Bond" means any Outstanding bond or Outstanding bonds payable from
the Junior Debt Service Account of the Bond and Interest Account of the Fund, and includes
expressly the Bonds.
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"Official Statement" means, as applicable, the Issuer's Preliminary Official
Statement and final Official Statement in connection with the Bonds.
"Outstanding ", when used with reference to any bond, means any bond which is
outstanding and unpaid; provided, however, such term shall not include bonds: (i) which have
matured and for which moneys are on deposit with proper paying agents, or are otherwise
properly available, sufficient to pay all principal and interest thereof, or (ii) the provision for
payment of which has been made by the Issuer by the deposit in an irrevocable trust or escrow of
funds of direct, full faith and credit obligations of the United States of America, the principal and
interest of which will be sufficient to pay at maturity or as called for redemption all the principal
of and applicable premium on such Bonds, the sufficiency of which verified by a report of a
certified public accountant, and will not result in the loss of the exclusion from gross income of
the interest thereon under Section 103 of the Code for such bonds or obligations which are "tax -
exempt".
"Parity Bonds" means bonds or any other obligations which share ratably and
equally in the Revenues with either Senior Bonds or Junior Bonds, as set forth and provided for
in any such ordinance authorizing the issuance of any such Parity Bonds.
"Pledged Revenues" means each source of the Revenues, which each constitute a
"revenue source" under the Local Government Debt Reform Act.
"Pledged Taxes" shall have the meaning in Sections 7 and 9.
"Policy" shall have the meaning in Section 3(a).
"Preliminary Ordinance" shall have the meaning set forth above in the recitals
in the preamble to this ordinance.
"Project" shall have the meaning set forth above in the recitals in the preamble to
this ordinance.
"Purchase Agreement" means each Bond purchase contract proposed by the
Underwriter, constituting an agreement to purchase the Bonds, which upon acceptance and
execution by the Issuer and the Underwriter constitutes the Purchase Agreement for the
applicable Bonds.
"Qualified Investments" means legal investments of the Issuer under applicable
law.
"Revenue Sharing Receipts" shall have the meaning set forth above in the
recitals in the preamble to this ordinance.
"Revenues" means Utility Taxes and Revenue Sharing Receipts.
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"Rule 15c2 -12" means Rule 15c2 -12 of the Securities and Exchange
Commission.
"Senior Bond" means any Outstanding bond or Outstanding bonds payable from
the Senior Debt Service Account of the Bond and Interest Account of the Fund under this
ordinance.
"Series 2007A Bonds" and "Series 2007A" each shall have the meaning set forth
above in the recitals in the preamble to this ordinance.
"Series 2008 Bonds" and "Series 2008" each shall have the meaning set forth
above in the recitals in the preamble to this ordinance.
"Term Bonds" means, if any, as set forth herein or in a Bond Order, one or more
maturities of Bonds specified as Term Bonds.
"Underwriter" means Bernardi Securities, Inc., through its principal office in
Chicago, Illinois, the underwriter in connection with the Bonds.
"Utility Taxes" shall have the meaning set forth above in the recitals in the
preamble to this ordinance.
"Yield Reduction Payments" or "yield reduction payments" shall have the
meaning in Income Tax Regulations Section 1.148 -5(c).
"Yield Restricted" or "yield restricted" with reference to an obligation means
that the yield thereon is limited to the yield on the Bonds.
Section 2. Preambles. Authority and Useful Life. The Corporate Authorities
hereby find that all the recitals contained in the preambles and recitals to this ordinance are true,
complete and correct, and hereby incorporate them into this ordinance by this reference thereto.
This ordinance is adopted pursuant to the Constitution and applicable laws of the State of
Illinois, including the Act, for the purpose of paying all or a portion of the costs of the Project
and including costs of issuance of the Bonds. This ordinance shall be applied, interpreted and
construed to be applicable to each series of Bonds, whether issued at one time or from time to
time. The Bonds constitute Parity Bonds, without regard to issuance on different dates. The
Corporate Authorities hereby determine the period of usefulness of the Project to be not less than
forty (40) years from the later of the expected date of delivery of the Bonds or the date of placing
the Project in service.
Section 3. Authorization and Terms of Bonds. To meet all or a part of the
estimated cost of the Project, there is hereby appropriated the sum of up to $9,215,000, to be
derived from the proceeds of the Bonds. For the purpose of fmancing such appropriation, the
Bonds of the Issuer shall be issued and sold at one time or from time to time in not to exceed the
aggregate principal amount of $9,215,000, shall be designated: (A) "General Obligation Bond
(Alternate Revenue Source), Series 2007A," anticipated not to exceed the aggregate principal
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amount of $7,000,000; and (B) "General Obligation Bond (Alternate Revenue Source),
Series 2008," anticipated not to exceed the aggregate principal amount of $2,215,000, and shall
be issued in the denomination of $5,000 each or any authorized integral multiple thereof.
(a) General Terms. The Bonds of each series shall be numbered
consecutively from 1 upwards in order of their issuance and may bear such identifying numbers
or letters as shall be useful to facilitate the registration, transfer and exchange of the Bonds.
Unless otherwise determined in an order to authenticate the Bonds (in any event to be as of or
after December 1, 2007, and as of or before the date or dates of the issuance and sale thereof and
acceptable to the Underwriter), each Bond shall be dated December 1, 2007 (Series 2007A) and
January 1, 2008 (Series 2008). The Bonds are hereby authorized to bear interest at the rates
percent per annum set forth below and shall mature (or come due pursuant to mandatory sinking
fund redemption as Term Bonds, as specified in an applicable Bond Order, and not otherwise) on
December 1 of the years and in the principal amount in each year, as follows:
Series 2007A Bonds Series 2008 Bonds
Principal Interest
Principal Interest
Year Amount($) Rate ( %) Year Amount($) Rate( %)
2008 40,000 3.30
2009 25,000 3.30 2009 45,000 6.25
2010 30,000 3.30 2010 45,000 6.25
2011 200,000 4.00 2011 50,000 6.25
2012 205,000 4.00 2012 50,000 6.25
2013 215,000 4.00 2013 55,000 6.25
2014 225,000 4.00 2014 60,000 6.25
2015 230,000 4.00 2015 60,000 6.25
2016 240,000 4.00 2016 65,000 6.25
2017 250,000 4.00 2017 70,000 6.25
2018 260,000 4.00 2018 75,000 6.25
2019 270,000 4.00 2019 80,000 6.25
2020 285,000 4.00 2020 85,000 6.25
2021 295,000 4.00 2021 85,000 6.25
2022 305,000 4.05 2022 95,000 6.25
* * ** * * * * * ** * * ** 2023 100,000 6.25
2024 650,000 4.10 2024 105,000 6.25
* * ** * * * * * ** * * ** 2025 110,000 6.25
2026 705,000 4.15 2026 115,000 6.25
* * ** * * * * * ** * * ** 2027 125,000 6.25
2028 770,000 5.00 2028 130,000 6.25
* * ** * * * * * ** * * ** 2029 140,000 6.25
2030 855,000 5.00 2030 150,000 6.25
* * ** * * * * * ** * * ** 2031 155,000 6.25
2032 945,000 5.00 2032 165,000 6.25
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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 I and December 1, commencing December 1, 2008, at the rates percent per annum herein
provided. The Bonds shall bear interest at such rates and mature in the principal amount in each
year, but not exceeding $9,215,000 in the aggregate, if different than as set forth above, and have
such other and further terms and provisions as set forth in one or more applicable Bond Orders,
and not otherwise. For purposes of the foregoing and otherwise in this ordinance, the term
"Bond Order" shall mean a certificate signed by the Village President, and attested by the
Village Clerk and under the seal of the Issuer, setting forth and specifying terms and details of
the applicable Bonds, including, but not limited to, as the case may be, aggregate maturity
amount for each series (but not exceeding $10,000,000 total) final interest rates, sale /purchase
price, optional and mandatory call provisions, the final maturity schedule, payment dates and
identification of the issuer (the "Insurer ") of a bond insurance policy or other credit facility (the
"Policy ") securing payment of debt service on the Bonds, identification of the Bond Registrar
and Paying Agent or other fiscal agents, original issue discount ( "OID ") and/or reoffering
premium, pursuant to this ordinance. The Bond forms shall be conformed to each applicable
Bond Order. The principal of and premium, if any, on the Bonds shall be payable in lawful
money of the United States of America upon presentation and surrender thereof at the designated
corporate trust office of Amalgamated Bank of Chicago, Chicago, Illinois, 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 Amalgamated Bank of Chicago, Chicago, Illinois, the financial institution designated in this
ordinance to act as the Bond Registrar on behalf of the Issuer for such purpose (including its
successors, the "Bond Registrar "), at the principal corporate trust office of the Bond Registrar
as of the close of business on the fifteenth (15th) day (whether or not a business day) of the
calendar month next preceding the applicable interest payment date. Interest on the Bonds shall
be paid by check or draft mailed by the Paying Agent to such registered owners at their addresses
appearing on the registration books.
(b) Redemption. The Bonds shall be subject to redemption, as follows:
(i) Optional Redemption. Bonds maturing on and after December 1, 2018, are subject
to call for redemption prior to maturity at the option of the Issuer as a whole on any date or in
part on any interest payment date on and after December 1, 2017, and if in part in integral
multiples of $5,000 in such principal amounts and from such maturities as designated by the
Issuer (but in inverse order if there is no such designation), less than all Bonds of a maturity to be
selected by the Bond Registrar, on the applicable redemption date and at a redemption price
equal to the principal amount to be so redeemed, plus accrued interest to the date fixed for
redemption.
(ii) Sinking Fund Redemption. This paragraph (ii) shall apply only to the extent
Sections 3(a) or 8 below or any Bond Order shall specify any Term Bonds, and otherwise shall
not apply. Bonds specified as Term Bonds (the "Term Bonds "), if any, are subject to
mandatory sinking fund redemption in the principal amount on December 1 of each of the years
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so specified, but corresponding to the principal maturities specified above in Section 3(a) or a
Bond Order.
Notwithstanding the foregoing, subject to a Bond Order, Series 2007A Bonds
maturing December 1 of the years 2024, 2026, 2028, 2030 and 2032 are Term Bonds (the "Term
Bonds "), which are subject to mandatory sinking fund redemption in the principal amount on
December 1 of each of the years, as follows:
December 1.2024 Term Bond
Principal
Year Amount($1
2023 320,000
2024 330,000*
December 1.
e r
2029
2030
December 1.
Year
2025
2026
2030 Term Bond
Principal
Amount($)
415,000
440,000*
2026 Term Bond
Principal
Amount($)
345,000
360,000*
pecember 1.2028 Term Bond
Principal
Year Amount(8)
2027 375,000
2028 395,000*
December 1, 2032 Term Bond
Principal
Year Amount(S)
2031 460,000
2032 485,000*
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 an appropriate
certificate of direction and authorization executed by the Village President or Village
Administrator may: (i) deliver to the Bond Registrar for cancellation Term Bonds in any
authorized aggregate principal amount desired; or (ii) fumish the Paying Agent funds for the
purpose of purchasing any of such Term Bonds as arranged by the Issuer; or (iii) receive a credit
(not previously given) with respect to the mandatory sinking fund redemption obligation for such
Term Bonds which prior to such date have been redeemed and cancelled. Each such Bond so
delivered, previously purchased or redeemed shall be credited at 100% of the principal amount
thereof, and any excess shall be credited with regard to future mandatory sinking fund
redemption obligations for such Bonds in chronological order, and the principal amount of
Bonds to be so redeemed as provided shall be accordingly reduced. In the event Bonds being so
redeemed are in a denomination greater than $5,000, a portion of such Bonds may be so
redeemed, but such portion shall be in the principal amount of $5,000 or any authorized integral
multiple thereof.
(iii) Procedure. In the event of the redemption of less than all the Bonds of like
maturity, the aggregate principal amount thereof to be redeemed shall be $5,000 or an integral
multiple thereof and the Bond Registrar shall assign to each Bond of such maturity a distinctive
number for each $5,000 principal amount of such Bond and shall select by lot from the numbers
so assigned as many numbers as, at $5,000 for each number, shall equal the principal amount of
such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were
assigned numbers so selected; provided that only so much of the principal amount of each Bond
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected.
The Issuer shall deposit with the Paying Agent an amount of money sufficient to
pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on the
redemption date, together with interest to such redemption date, prior to giving any notice of
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redemption. With notice at least forty -five (45) days before the redemption date (or lesser notice
acceptable to the Bond Registrar, and with no such notice being required under (ii) above) to the
Bond Registrar by the Issuer, notice of the redemption of Bonds shall be given by first class mail
not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for such
redemption to the registered owners of Bonds to be redeemed at their last addresses appearing on
such registration books. The Bonds or portions thereof specified in such notice shall become due
and payable at the applicable redemption price on the redemption date therein designated,
together with interest to the redemption date. If there shall be drawn for redemption less than all
of a Bond, the Issuer shall execute and the Bond Registrar shall authenticate and deliver, upon
the surrender of such Bond, without charge to the registered owner thereof, for the unredeemed
balance of the Bond so surrendered, Bonds of like maturity and of the denomination of $5,000 or
any authorized integral multiple thereof.
All notices of redemption shall include at least the information as follows: (1) the
redemption date; (2) the redemption price; (3) if less than all of the Bonds of a given maturity are
to be redeemed, the identification and, in the case of partial redemption of the Bonds, the
respective principal amounts of the Bonds to be redeemed; (4) a statement that on the redemption
date the redemption price will become due and payable upon each such Bond or portion thereof
called for redemption and that interest thereon shall cease to accrue from such date; and (5) the
place where such Bonds are to be surrendered for payment of the redemption price, which place
of payment shall be the designated principal office of the Paying Agent.
Notice of redemption having been so given, the Bonds or portions of Bonds so to
be redeemed shall, on the redemption date, become due and payable at the redemption price
therein specified, and from and after such date such Bonds or portions of Bonds shall cease to
bear interest. Neither the failure to mail such redemption notice nor any defect in any notice so
mailed to any particular registered owner of a Bond shall affect the sufficiency of such notice
with respect to other registered owners. Notice having been properly given, failure of a
registered owner of a Bond to receive such notice shall not be deemed to invalidate, limit or
delay the effect of the notice or the redemption action described in the notice. Such notice may
be waived in writing by a registered owner of a Bond, either before or after the event, and such
waiver shall be the equivalent of such notice. Waivers of notice shall be filed, if at all, with the
Bond Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver. Upon surrender of such Bonds for redemption in accordance
with such notice, such Bonds shall be paid by the Paying Agent at the redemption price. Interest
due on or prior to the redemption date shall be payable as herein provided for payment of
interest.
In addition to the foregoing notice set forth above, further notice shall be given by
the Bond Registrar on behalf of the Issuer as set out below, but no defect in .such further notice
nor any failure to give all or any portion of such further notice shall in any manner defeat the
effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further
notice of redemption given hereunder shall contain the information required above for an official
notice of redemption plus (a) the CUSIP number of all Bonds being redeemed; (b) the date of
issue of the Bonds as originally issued; (c) the rate of interest borne by each Bond being
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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 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 identify the Bond or Bonds, or portion
thereof, being redeemed with the proceeds of such check or other transfer.
If any Bond or portion of Bond called for redemption shall not be so paid upon
surrender thereof for redemption, the principal, and premium, if any, shall, until paid, bear
interest from the redemption date at the rate borne by the Bond or portion of such Bond so called
for redemption. All Bonds which have been redeemed shall be cancelled and destroyed by the
Bond Registrar and shall not be reissued.
(c) Parity. The Series 2007A Bonds and the Series 2008 Bonds are on parity
with each other, regardless of the date or dates of issuance.
Section 4. Execution and Authentication. Each Bond shall be executed in the
name of the Issuer by the manual or authorized facsimile signature of its Village President and
the corporate seal of the Issuer, or a facsimile thereof, shall be thereunto affixed, impressed or
otherwise reproduced or placed thereon and attested by the manual or authorized facsimile
signature of its Village Clerk. Temporary Bonds, preliminary to the availability of Bonds in
definitive form, shall be and are hereby authorized and approved.
In case any officer whose signature, or a facsimile of whose signature, shall
appear on any Bond shall cease to hold such office before the issuance of such Bond, such Bond
shall nevertheless be valid and sufficient for all purposes, the same as if the person whose
signature, or a facsimile thereof, appears on such Bond had not ceased to hold such office. Any
Bond may be signed, sealed or attested on behalf of the Issuer by any person who, on the date of
such act, shall hold the proper office, notwithstanding that at the date of such Bond such person
may not hold such office. No recourse shall be had for the payment of any Bonds against the
Village President or any member of the President and Board of Trustees or any officer or
employee of the Issuer (past, present or future) who executes the Bonds, or on any other basis.
Each Bond shall bear thereon a certificate of authentication executed manually by
the Bond Registrar. No Bond shall be entitled to any right or benefit under this ordinance or
shall be valid or obligatory for any purpose until such certificate of authentication shall have
been duly executed by the Bond Registrar. Such certificate of authentication shall have been
duly executed by the Bond Registrar by manual signature, and such certificate of authentication
upon any such Bond shall be conclusive evidence that such Bond has been authenticated and
delivered under this ordinance. The certificate of authentication on any Bond shall be deemed to
have been executed by the Bond Registrar if signed by an authorized officer of the Bond
Registrar, but it shall not be necessary that the same officer sign the certificate of authentication
on all of the Bonds issued hereunder.
Section 5. Registration of Bonds and Book - Entry. The Bonds shall be
negotiable, subject to the provisions for registration of transfer contained herein and related to
book-entry only registration.
(a) General. This subsection (a) is subject to the provisions of subsection (b)
concerning book -entry only provisions. The Issuer shall cause books (the "Bond Register ") for
the registration and for the transfer of the Bonds as provided in this ordinance to be kept at the
principal corporate trust office of the Bond Registrar, which is hereby constituted and appointed
the Bond Registrar of the Issuer. The Issuer is authorized to prepare, and the Bond Registrar
shall keep custody of, multiple Bond blanks executed by the Issuer for use in the issuance from
time to time of the Bonds and in the transfer and exchange of Bonds.
Upon surrender for transfer of any Bond at the principal corporate trust office of
the Bond Registrar, duly endorsed by, or accompanied by a written instrument or instruments of
transfer in form satisfactory to the Bond Registrar and duly executed by the registered owner or
such owner's attorney duly authorized in writing, the Issuer shall execute and the Bond Registrar
shall authenticate, date and deliver in the name of the transferee or transferees a new fully
registered Bond or Bonds of the same series and maturity of authorized denominations, for a like
aggregate principal amount. Any fully registered Bond or Bonds may be exchanged at the office
of the Bond Registrar for a like aggregate principal amount of Bond or Bonds of the same series
and maturity of other authorized denominations. The execution by the Issuer of any fully
registered Bond shall constitute full and due authorization of such Bond, and the Bond Registrar
shall thereby be authorized to authenticate, date and deliver such Bond.
The person in whose name any Bond shall be registered shall be deemed and
regarded as the absolute owner thereof for all purposes, and payment of the principal of,
premium (if any) or interest on any Bond shall be made only to or upon the order of the
registered owner thereof or such registered owner's legal representative. All such payments shall
be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the
sum or sums so paid.
No service charge shall be made for any transfer or exchange of Bonds, but the
Issuer or the Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange of Bonds
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
-12-
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.
(b) Book -Entry -Only Provisions. Unless otherwise set forth 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 may
be registered in the Bond Register therefor in a street name (initially "Cede & Co. ") of a
securities depository (the "Depository "), initially The Depository Trust Company, 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. The Village President or Village Administrator or Village Treasurer each 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, i.e., an "indirect participant" or a
"beneficial owner ". Without limiting the meaning of the foregoing, the Issuer and the Bond
Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the records
of the Depository, the nominee, or any Depository Participant with respect to any ownership
interest in the Bonds, (b) the delivery to any Depository Participant or any other person, other
than a registered owner of a Bond as shown in the Bond Register, of any notice with respect to
the Bonds, including any notice of redemption, or (c) the payment to any Depository Participant
or any other person, other than a registered owner of a Bond as shown in the Bond Register, of
any amount with respect to principal of or interest on the Bonds.
As long as the Bonds are held in a book-entry-only system, no person other than
the nominee of the Depository, or any successor thereto, as nominee for the Depository, shall
receive a Bond certificate with respect to any Bonds. Upon delivery by the Depository to the
Bond Registrar of written notice to the effect that the Depository has determined to substitute a
new nominee in place of the prior nominee, and subject to the provisions hereof with respect to
the payment of interest to the registered owners of Bonds as of the close of business on the
fifteenth (15th) day (whether or not a business day) of the calendar 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.
-13-
In the event that (a) the Issuer determines that the Depository is incapable of
discharging its responsibilities described herein and in the Representation Letter, (b) the
agreement among the Issuer, the Bond Registrar, the Paying Agent and the Depository evidenced
by the Representation Letter shall be terminated for any reason or (c) the Issuer determines that it
is in the best interests of the beneficial owners of the Bonds that they be able to obtain
certificated Bonds, the Issuer shall notify the Depository and the Depository Participants of the
availability of Bond certificates, and the Bonds shall no longer be restricted to being registered in
the Bond Register in the name of a nominee of the Depository. At that time, the Issuer may
determine that the Bonds shall be registered in the name of and deposited with a successor
depository operating a book -entry system, as may be acceptable to the Issuer, or such
depository's agent or designee, and if the Issuer does not select such alternate book -entry system,
then the Bonds may be registered in whatever name or names registered owners of Bonds
transferring or exchanging Bonds shall designate, in accordance with the provisions hereof.
Notwithstanding any other provision of this ordinance to the contrary, so long as any Bond is
registered in the name of a nominee of the Depository, all payments with respect to principal of
and interest on such Bond and all notices with respect to such Bond shall be made and given,
respectively, in the manner provided in the Representation Letter.
(c) Limit. The Bond Registrar shall not be required to exchange or transfer any
Bond during the period from the fifteenth (15th) day of the calendar month next preceding any
interest payment date to such interest payment date or during the period of fifteen (15) days next
preceding the mailing of a notice of redemption which could designate all or a part of any Bonds
for redemption, or after such mailing.
Section 6. Bond Registrar and Paying Agent. With respect to this ordinance
and the Bonds the Bond Registrar shall be Amalgamated Bank of Chicago, through its
designated trust office in Chicago, Illinois and the Paying Agent shall be Amalgamated Bank of
Chicago, through its designated corporate trust office in Chicago, Illinois. The Issuer covenants
that it shall at all times retain a Bond Registrar and Paying Agent with respect to the Bonds and
shall cause to be maintained at the office of such Bond Registrar a place where Bonds may be
presented for registration of transfer or exchange, that it will maintain at the designated office of
the Paying Agent a place where Bonds may be presented for payment, that it shall require that
the Bond Registrar maintain proper registration books and that it shall require the Bond Registrar
and Paying Agent to perform the other duties and obligations imposed upon each of them by this
ordinance in a manner consistent with the standards, customs and practices concerning municipal
securities. The Issuer may enter into appropriate agreements with any Bond Registrar and any
Paying Agent in connection with the foregoing, including as follows:
(a) to act as Bond Registrar, authenticating agent, Paying Agent and transfer
agent as provided herein;
(b) to maintain a list of the registered owners of the Bonds as set forth herein
and to furnish such list to the Issuer upon request, but otherwise to keep such list
confidential;
-14-
(c) to cancel and /or destroy Bonds which have been paid at maturity or
submitted for exchange or transfer;
(d) to give notices of redemption of Bonds to be redeemed;
(e) to furnish the Issuer at least annually a certificate with respect to Bonds
cancelled and/or destroyed; and
(f) to furnish the Issuer at least annually an audit confirmation of Bonds paid,
Bonds outstanding and payments made with respect to interest on the Bonds.
In any event, the Bond Registrar and Paying Agent shall comply with (a) - (f) above.
The Bond Registrar and Paying Agent shall signify their acceptances of the duties
and obligations imposed upon them by this ordinance. The Bond Registrar by executing the
certificate of authentication on any Bond shall be deemed to have certified to the Issuer that it
has all requisite power to accept, and has accepted, such duties and obligations, not only with
respect to the Bond so authenticated but with respect to all of the Bonds. The Bond Registrar
and Paying Agent are the agents of the Issuer for such purposes and shall not be liable in
connection with the performance of their respective duties except for their own negligence or
default. The Bond Registrar shall, however, be responsible for any representation in its
certificate of authentication on the Bonds.
The Issuer may remove the Bond Registrar or Paying Agent at any time. In case
at any time the Bond Registrar or Paying Agent shall resign (such resignation to not be effective
until a successor has accepted such role) or shall be removed or shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of
the Bond Registrar or Paying Agent, or of its property, shall be appointed, or if any public officer
shall take charge or control of the Bond Registrar or Paying Agent or of their respective
properties or affairs, the Issuer covenants and agrees that it will thereupon appoint a successor
Bond Registrar or Paying Agent, as the case may be. The Issuer shall mail or cause to be mailed
notice of any such appointment made by it to each registered owner of Bonds within twenty (20)
days after such appointment. Any Bond Registrar or any Paying Agent appointed under the
provisions of this Section 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 7. 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 as Junior Bonds and from Pledged Taxes. Under and pursuant
to Section 15 of the Local Government Debt Reform Act, the full faith and credit of the Issuer
are hereby irrevocably pledged to the punctual payment of the principal of, premium, if any, and
interest on the Bonds; the Bonds shall be direct and general obligations of the Issuer; and the
Issuer shall be obligated to levy ad valorem taxes upon all the taxable property within the
Issuer's corporate limits, for the payment of the Bonds and the interest thereon, without
limitation as to rate or amount (such ad valorem taxes being the `Pledged Taxes ").
-15-
Pledged Revenues are hereby determined by the Corporate Authorities to be
sufficient to provide for or pay in each year to final maturity of the Bonds all of the
following: (1) the debt service on all Outstanding revenue bonds payable from Pledged
Revenues, (2) all amounts required to meet any fund or account requirements with respect to
such Outstanding revenue bonds, (3) other contractual or tort liability obligations, if any, payable
from such Pledged Revenues, and (4) in each year, an amount not less than 1.25 times debt
service of all (i) Alternate Bonds payable from such Pledged Revenues previously issued and
outstanding, and (ii) Alternate Bonds payable from such Pledged Revenues proposed to be
issued, including the Bonds. The Pledged Revenues shall be and are hereby determined by the
Corporate Authorities to provide in each year an amount not less than 1.25 times debt service (as
defined in Section 2 of the Local Government Debt Reform Act) of Alternate Bonds payable
from such enterprise sources previously issued and outstanding, of which there are none, and
Alternate Bonds proposed to be issued. The determination of the sufficiency of the Pledged
Revenues is 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 Bonds or
otherwise as demonstrated in an applicable report. If for any reason such qualification is later
not shown by such audit, a "report" under Section 15 of the Local Government Debt Reform
Act is authorized. Such conditions enumerated need not be met for that amount of debt service
(as defined in Section 2 of the Local Government Debt Reform Act) provided for by the setting
aside of proceeds of bonds or other moneys at the time of the delivery of such bonds. The
Pledged Revenues are hereby determined by the Corporate Authorities to provide in each year all
amounts required to meet any fund or account requirements with respect to this ordinance, any
contractual or tort liability obligations, if any, payable from Pledged Revenues, and an amount
not less than 1.25 times debt service (as defined in Section 2 of the Local Government Debt
Reform Act) of all of the Outstanding Bonds, payable from such Pledged Revenues.
The Bonds of Series 2007A and of Series 2008 are on parity with each other
regardless of the date or dates of issuance.
Section 8. Form of Bonds. Unless Bonds in typewritten form are accepted or in
any contract for the sale of the Bonds the underwriter or underwriters of the Bonds shall agree to
accept typewritten or other temporary Bonds preliminary to the availability of, or in lieu of,
Bonds in printed form, the Bonds shall be prepared in compliance with the National Standard
Specifications for Fully Registered Municipal Securities prepared by the American National
Standards Institute, and in any event shall be in substantially the following form [provided,
however, that reordering of paragraphs and appropriate insertions, deletions and modifications in
the form of the Bonds may be made, including as to the custom of printing Bonds in part on the
front and back of certificates, and as applicable to a particular series, in appropriate forms
prepared by Bond counsel, not inconsistent herewith]:
[The remainder of this page is intentionally left blank.
-16-
REGISTERED REGISTERED
UNITED STATES OF AMERICA
NO. STATE OF ILLINOIS $
THE COUNTIES OF COOK, DUPAGE AND WILL
VILLAGE OF LEMONT
GENERAL OBLIGATION BOND
(ALTERNATE REVENUE SOURCE)
SERIES 200
INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP:
Registered Owner:
Principal Amount:
KNOW ALL BY THESE PRESENTS that the Village of Lemont (the
"Issuer"), a municipality situated in The Counties of Cook, DuPage and Will, in the State of
Illinois, acknowledges itself indebted and for value received hereby promises to pay to the
Registered Owner identified above, or registered assigns, the Principal Amount set forth above
on the Maturity Date specified above, and to pay interest on such Principal Amount from the
later of the Dated Date hereof or the most recent interest payment date to which interest has been
paid, at the Interest Rate per annum set forth above, computed on the basis of a 360 -day year
consisting of twelve 30-day months and payable in lawful money of the United States of
America semiannually on the first (1st) days of June and December in each year, commencing
December 1, 2008, until the Principal Amount hereof shall have been paid, by check or draft
mailed to the Registered Owner of record hereof as of the fifteenth (15th) day (whether or not a
business day) of the calendar month of 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, 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 "). The Bonds are payable from the receipts of Pledged Revenues,
constituting Utility Taxes and Revenue Sharing Receipts, as each such term is defined in the
hereinafter defined Bond Ordinance; and although it is expected, and has been certified, that the
Bonds are to be paid from such Pledged Revenues, which Pledged Revenues are pledged to the
payment thereof second, junior and subordinate to any bonds or other obligations having and to
have a prior lien thereon, the full faith and credit of the Issuer, including the power to levy taxes
without limit as to rate or amount are irrevocably pledged for the punctual payment of the
principal of and interest on this Bond and each Bond of the series of which it is a part, according
to the terms thereof.
This Bond is one of the Issuer's General Obligation Bonds (Alternate Revenue
Source), Series 200_ (the "Series 200_ Bonds "), issued in the aggregate principal amount of
-17-
$ , which are all of like tenor, except as to maturity, interest rate and right of
redemption, and which are authorized and issued under and pursuant to the Constitution and laws
of the State of Illinois, including Section 15 of the Local Government Debt Reform Act (Section
350/15 of Chapter 30 of the Illinois Compiled Statutes, in connection with "alternate bonds", as
supplemented and amended), including by the Registered Bond Act, the Illinois Bond
Replacement Act, the Bond Authorization Act, and pursuant to and in accordance with
Ordinance No. 07- , adopted by the President and Board of Trustees of the Issuer on
December 10, 2007, and entitled: "AN ORDINANCE AUTHORIZING THE ISSUANCE OF
GENERAL OBLIGATION BONDS (ALTERNATE REVENUE SOURCE), SERIES 2007A
AND SERIES 2008, OF THE VILLAGE OF LEMONT, COOK, DUPAGE AND WILL
COUNTIES, ILLINOIS, PROVIDING THE DETAILS OF SUCH BONDS AND FOR AN
ALTERNATE REVENUE SOURCE AND THE LEVY OF DIRECT ANNUAL TAXES
SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON SUCH BONDS, AND
RELATED MATTERS" (with respect to which undefined terms herein shall have the meanings
therein, the "Bond Ordinance "). The Bonds are issued to pay the costs of the acquisition,
construction and installation of a new police station, and related facilities, improvements and
costs.
The Bonds of this series are on parity with each other and with the Series 200
Bonds, regardless of the date or dates of issuance.
Bonds maturing December 1 of the years 20, 20, 20 , 20 and 20 are
Term Bonds (the "Term Bonds "), which are subject to mandatory sinking fund redemption in
the principal amount on December 1 of each of the years, as follows:
December 1.200 Term Bond December L 20 Term Bond December 1.20 Term Bond
Principal Principal Principal
101: Amount($) Yea. r Amount($) Year Amount($1
200_ 000 20 ,000 20 ,000
200_ ,000* 20_ _,000* 20_ ,000*
December 1.20 Term Bond December 1.20, Term Bond
Principal Principal
Year Amount($) Year Amount($)
20_ _,000 20 000
20 _,000* 20 ,000*
Bonds maturing on and after December 1, 20 , are subject to call for redemption
prior to maturity at the option of the Issuer as a whole on any date or in part on any interest
payment date on and after December I, 20_, and if in part in integral multiples of $5,000 in
such principal amounts and from such maturities as designated by the Issuer (but in inverse order
if there is no such designation), less than all Bonds of a maturity to be selected by the Bond
Registrar, on the applicable redemption date and at a redemption price equal to the principal
amount to be so redeemed, plus accrued interest to the date fixed for redemption.
-18-
In the event of the redemption of less than all the Bonds of like maturity, the
aggregate principal amount thereof to be redeemed shall be $5,000 or an authorized integral
multiple thereof, and the Bond Registrar shall assign to each Bond of such maturity a distinctive
number for each $5,000 principal amount of such Bond and shall select by lot from the numbers
so assigned as many numbers as, at $5,000 for each number, shall equal the principal amount of
such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were
assigned numbers so selected; provided that only so much of the principal amount of each Bond
shall be redeemed as shall equal $5,000 for each number assigned to it and so selected.
The Issuer shall deposit with the Paying Agent an amount of money sufficient to
pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on the
redemption date, together with interest to such redemption date, prior to giving any notice of
redemption. Notice of the redemption of Bonds shall be given by first class mail not less than
thirty (30) days nor more than sixty (60) days prior to the date fixed for such redemption to the
registered owners of Bonds to be redeemed at their last addresses appearing on the registration
books therefor. The Bonds or portions thereof specified in such notice shall become due and
payable at the redemption price on the redemption date therein designated, and if, on the
redemption date, moneys for payment of the redemption price of all the Bonds or portions
thereof to be redeemed, together with interest to the redemption date, remain on deposit with the
Paying Agent, and if notice of redemption shall have been mailed as aforesaid (and
notwithstanding any defect therein or the lack of actual receipt thereof by any registered owner),
then from and after the redemption date interest on such Bonds or portions thereof shall cease to
accrue and become payable. If there shall be drawn for redemption less than all of a Bond, the
Issuer shall execute and the Bond Registrar shall authenticate and deliver, upon the surrender of
such Bond, without charge to the registered owner thereof, for the unredeemed balance of the
Bond so surrendered, Bonds of like maturity and of the denomination of $5,000 or any
authorized integral multiple thereof.
All notices of redemption shall include at least the information as follows: (1) the
redemption date; (2) the redemption price; (3) if less than all of the Bonds of a given maturity are
to be redeemed, the identification and, in the case of partial redemption of the Bonds, the
respective principal amounts of the Bonds to be redeemed; (4) a statement that on the redemption
date the redemption price will become due and payable upon each such Bond or portion thereof
called for redemption and that interest thereon shall cease to accrue from such date; and (5) the
place where such Bonds are to be surrendered for payment of the redemption price, which place
of payment shall be the principal corporate trust office of the Paying Agent.
This Bond is transferable only upon the registration books therefor by the
Registered Owner hereof in person, or by such Registered Owner's attorney duly authorized in
writing, upon surrender hereof at the principal corporate trust office of the Bond Registrar
together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by
the Registered Owner or by such Registered Owner's duly authorized attorney, and thereupon a
new registered Bond or Bonds, in the denominations of $5,000 or any authorized integral
multiple thereof and of the same aggregate principal amount as this Bond shall be issued to the
transferee in exchange therefor. In like manner, this Bond may be exchanged for an equal
aggregate principal amount of Bonds of any authorized denomination.
-19-
The Bond Registrar shall not be required to exchange or transfer any Bond during
the period from the fifteenth (15th) day of the calendar month next preceding any interest
payment date to such interest payment date or during a period of fifteen (15) days next preceding
the mailing of a notice of redemption which could designate all or a part of such Bond for
redemption, or after such mailing. The Issuer or the Bond Registrar may make a charge
sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with
respect to the transfer or exchange of this Bond. No other charge shall be made for the privilege
of making such transfer or exchange. The Issuer, the Paying Agent and the Bond Registrar may
treat and consider the person in whose name this Bond is registered as the absolute owner hereof
for the purpose of receiving payment of, or on account of, the principal, premium, if any, and
interest due hereon and for all other purposes whatsoever, and all such payments so made to such
Registered Owner or upon such Registered Owner's order shall be valid and effectual to satisfy
and discharge the liability upon this Bond to the extent of the sum or sums so paid, and neither
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 or any member of the Board of Tnistees or any other officer or employee of the Issuer
(past, present or future) who executes any Bonds, or on any other basis. The Issuer may remove
the Bond Registrar or Paying Agent at any time and for any reason and appoint a successor.
This Bond shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been duly executed by the Bond Registrar.
The Issuer has designated the Bonds as "qualified tax - exempt obligations"
under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
It is hereby certified, recited and declared that all acts, conditions and things
required to be done, exist and be performed precedent to and in the issuance of this Bond 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.
-20-
(SEAL)
Attest:
Dated:
Village Clerk
VILLAGE OF LEMONT, Cook, DuPage
and Will Counties, Illinois
illage Presiden
CERTIFICATE OF AUTHENTICATION
This is one of the General Obligation Bonds (Alternate Revenue Source), Series
200 , 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:
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.
-21-
Section 9. Levy and Extension of Taxes. For the purpose of providing the
money required to pay and secure the interest on the Bonds when and as the same falls due and
to pay and discharge the principal thereof as the same shall mature, there shall be levied upon all
the taxable property within the Issuer's corporate limits in each year while any of the Bonds shall
be Outstanding, a direct annual tax sufficient for that purpose and there is hereby levied upon all
of the taxable property within the Issuer's corporate limits, in addition to all other taxes, the
following direct annual taxes, in the amounts for each year, as follows (Pledged Taxes):
For Each Year
SERIES 2007A BONDS
A Tax Sufficient to Produce the Sum of ($):
2007 334,961 for interest and principal
2008 330,575 for interest and principal
2009 334,750 for interest and principal
2010 503,760 for interest and principal
2011 500,760 for interest and principal
2012 502,560 for interest and principal
2013 503,960 for interest and principal
2014 499,960 for interest and principal
2015 500,760 for interest and principal
2016 501,160 for interest and principal
2017 501,160 for interest and principal
2018 500,760 for interest and principal
2019 504,960 for interest and principal
2020 503,560 for interest and principal
2021 501,760 for interest and principal
2022 504,408 for interest and principal
2023 501,288 for interest and principal
2024 502,758 for interest and principal
2025 503,440 for interest and principal
2026 503,500 for interest and principal
2027 504,750 for interest and principal
2028 505,000 for interest and principal
2029 509,250 for interest and principal
2030 507,250 for interest and principal
2031 509,250 for interest and principal
SERIES 2008 BONDS
For Each Year A Tax Sufficient to Produce the Sum of ($l:
2007 -0- for interest and principal
2008 233,275 for interest and principal
2009 176,550 for interest and principal
2010 178,850 for interest and principal
2011 176,000 for interest and principal
2012 178,000 for interest and principal
-22-
2013 179,850 for interest and principal
2014 176,400 for interest and principal
2015 177,800 for interest and principal
2016 179,050 for interest and principal
2017 180,000 for interest and principal
2018 180,650 for interest and principal
2019 181,000 for interest and principal
2020 176,050 for interest and principal
2021 180,950 for interest and principal
2022 180,550 for interest and principal
2023 179,700 for interest and principal
2024 178,550 for interest and principal
2025 177,100 for interest and principal
2026 180,350 for interest and principal
2027 178,150 for interest and principal
2028 180,500 for interest and principal
2029 182,400 for interest and principal
2030 178,700 for interest and principal
2031 179,550 for interest and principal
A sufficient sum for Capitalized Interest (or other available funds) shall be
deposited as provided in Section 12. The Issuer will fund the December 1, 2008 debt service
requirement, to abate Pledged Taxes for the Series 2007A Bonds, and to pay interest on
December 1, 2008 on the Series 2008 Bonds, upon issuance of the Bonds.
To the extent lawful, interest or principal coming due at any time when there shall
be insufficient funds on hand to pay the same shall be paid promptly when due from current
funds on hand in advance of the collection of the taxes herein levied; and when such taxes shall
have been collected, reimbursement shall be made to such fund or funds from which such
advance was made in the amounts thus advanced.
As soon as this ordinance becomes effective, a copy thereof, certified by the
Village Clerk of the Issuer, which certificate shall recite that this ordinance has been duly
adopted, shall be filed with the County Clerks of Cook, DuPage and Will Counties, Illinois, who
are hereby directed to ascertain the rate percent required to produce the aggregate tax provided to
be levied in the years 2007 through 2031, inclusive, as set forth above, and to extend the same
for collection on the tax books in connection with other taxes levied in each of such years, in and
by the Issuer for general corporate purposes of the Issuer, and in each of such years such annual
tax shall be levied and collected in like manner as taxes for general corporate purposes for each
of such years are levied and collected and, when collected, such taxes shall be used solely for the
purpose of paying the principal of and interest on the Bonds herein authorized as the same
become due and payable.
The Issuer covenants and agrees with the registered owners of the Bonds that so
long as any of the Bonds remain Outstanding, the Issuer will not cause the abatement of the
foregoing taxes and otherwise will take no action or fail to take any action which in any way
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would adversely affect the ability of the Issuer to levy and collect the foregoing taxes unless and
to the extent there then shall be moneys irrevocably and timely on deposit therefor in the Pledged
Subaccount or in the Junior Debt Service Account established under Section 11. The Issuer and
its officers will comply with all present and future applicable laws in order to assure that the
foregoing taxes will be levied, extended and collected as provided herein and deposited in the
Junior Debt Service Account established in Section 11 below to pay the principal of and interest
on the Bonds. Whenever the conditions for abatement above in this paragraph have been
satisfied, the Corporate Authorities shall duly direct the abatement of the Pledged Taxes for the
year with respect to which such taxes have been levied, to the extent so satisfied, and appropriate
certification of such abatement shall be timely filed with the County Clerks in connection with
such abatement. If for any reason there is abatement of such levy of taxes and the failure
thereafter to pay debt service in respect of such abatement, the additional amount, together with
additional interest accruing, shall be added to the tax levy in the year of, or the next year
following, such failure.
Section 10. Related Aereements. Each Purchase Agreement, Disclosure
Agreement and Arbitrage Regulation Agreement, in substantially the forms thereof presented
before the meeting of the Corporate Authorities at which this ordinance is adopted, subject to
modification applicable to each series of Bonds, shall be and are hereby approved. The purchase
price for the Bonds shall be as set forth in each applicable Purchase Agreement, plus accrued
interest. The Underwriter is authorized to receive a credit against the purchase price for the
Bonds for its underwriting discounts, the Insurer's Policy or Policies and for other costs of
issuance directly paid by the Underwriter for the Bonds.
The Official Statement in connection with each series of Bonds, including as
presented before the Corporate Authorities in preliminary form for the Series 2007A Bonds, and
as adapted for the Series 2008 Bonds, each shall be and is hereby approved, deemed final under
Rule 15c2 -12 and is authorized to be used by the Underwriter in the offering and sale of the
Bonds. Each Preliminary Official Statement is hereby authorized to be supplemented and
completed to constitute a final Official Statement under Rule 15c2 -12. The Issuer is authorized
to cooperate with the Underwriter in connection with compliance by the Underwriter with Rule
15c2 -12 of the Securities and Exchange Commission and applicable rules of the Municipal
Securities Rulemaking Board.
All things done with respect to each Purchase Agreement, Disclosure Agreement,
Arbitrage Regulation Agreement and Official Statement by the Issuer's Village President,
Village Administrator, Village Clerk, Village Treasurer or Village Attorney, in connection with
the issuance and sale of the Bonds, shall be and are hereby in all respects ratified, confirmed and
approved. The Village President, Village 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 each Purchase Agreement and Arbitrage Regulation Agreement, and related
instruments and certificates, by the Issuer and the purchase by and delivery of each series of the
Bonds to or at the direction of the Underwriter.
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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 any Purchase Agreement or the Project.
Section 11. Revenue Fund. Upon the issuance of any of the Bonds, the Issuer
shall continue to be operated as a municipality on a Fiscal Year basis. All of the Revenues when
received by the Village Treasurer or other financial officer of the Issuer receiving Revenues,
subject to any prior lien or pledge, shall be set aside as and when received and shall 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 and established or, as applicable,
continued, as the Issuer's "Revenue Fund" (the "Fund "), which shall constitute a trust fund for
the sole purpose of carrying out the covenants, terms, and conditions of this ordinance, including,
without limitation, the establishment therein of the "Bond and Interest Account" (within which
there shall be a Junior Debt Service Account (and therein a separate subaccount for each series of
the Bonds) with respect to Junior Bonds (i.e., the Bonds) and may be a Senior Debt Service
Account with respect to Senior Bonds), the "Depreciation Account" and the "Surplus
Account ".
There shall be credited and paid into the Junior Debt Service Account, on or
before the first day of each month, by the Village Treasurer or other appropriate financial officer
of the Issuer, without any further official action or direction other than this ordinance, in the
order in which such Accounts are hereinafter mentioned, subject to the requirements of any
account having a prior claim, all moneys in the Fund in accordance with the following provisions
(provided that receipts of Pledged Taxes for debt service shall be credited or deposited directly
into a separate subaccount under (a) below):
(a) Junior Debt Service Account: After any initial deposit required by Section
l2, there shall be deposited and credited to the Junior Debt Service Account and held, in cash
and investments, a fractional amount (not less than 1/6) of the interest becoming due on the next
succeeding interest payment date on all Outstanding Junior Bonds and also a fractional amount
(not less than 1/12) of the principal becoming due (or subject to mandatory redemption) on the
next succeeding principal maturity date of all of the Outstanding Junior Bonds until there shall
have been accumulated and held in cash and investments in such Account on or before the month
preceding such interest payment date or principal maturity date, or both, an amount sufficient to
pay such principal or interest, or both.
In computing the fractional amount to be set aside each month in such Junior Debt
Service Account, the fraction shall be so computed that a sufficient amount will be set aside in
such Junior Debt Service Account and will be available for the prompt payment of such principal
of and interest on all Outstanding Junior Bonds and shall be not less than one -sixth (1/6) of the
interest becoming due on the next succeeding interest payment date and not less than one - twelfth
(1/12) of the principal becoming due (or subject to mandatory redemption) on the next
succeeding principal payment date on all Outstanding Junior Bonds until there is sufficient
money in such Junior Debt Service Account to pay such principal or interest, or both.
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Credits into such Junior Debt Service Account may be suspended in any Bond
Year at such time as there shall be a sufficient sum held in cash and investments in such Account
to meet principal and interest requirements in such Account for the balance of such Bond Year,
but such credits shall again be resumed at the beginning of the next Bond Year. All moneys in
such Junior Debt Service Account shall be used only for the purpose of paying interest and
principal and applicable premium on Outstanding Junior Bonds.
(b) Depreciation Account: There shall next be paid into the Depreciation
Account, after the required payments have been made into the accounts above referred to, the
sums from time to time as the Corporate Authorities direct, and thereafter no additional
payments shall be made into such Account except that when any money is paid out of such
Account, monthly payments into such Account shall be made in the amounts from time to time
as the Corporate Authorities direct.
The moneys in the Depreciation Account shall be used to pay the cost of such replacements and
repairs to the Project as may be necessary from time to time for the continued effective and
efficient operation of the Project. Each expenditure to be made from such Account to pay the
cost of necessary replacement and repairs to the Project, as above provided for, shall be made
only after the Corporate Authorities of the Issuer have certified that such expenditure is
necessary to the continued effective and efficient operation of the Project. If necessary, the
moneys in such Account may be applied to prevent or remedy a default in the payment of the
principal of or interest on the Bonds authorized hereunder. When any amount is withdrawn from
such Account and applied as provided in this paragraph (b), the amount so applied shall be added
to the amount to be thereafter paid into such Account until full reimbursement to such Account
has been made.
(c) Surplus Account: All moneys remaining in the Fund, after crediting the
required amounts to the respective Accounts above, and after making up any deficiency in the
Accounts above, shall be credited to the Surplus Account and then, such surplus shall be used, if
at all, for one or more of the following purposes, without any priority among them:
(1) For any authorized general or specific corporate purpose for which Sales
Taxes and /or Incremental Taxes may be lawfully expended; or
(2) For the purpose of calling and redeeming Outstanding bonds payable from
Pledged Revenues, which are callable at the time; or
(3) For the purpose of paying principal and interest and applicable premium on
any subordinate bonds or obligations for which Utility Taxes and/or Revenue Sharing
Receipts may be lawfully expended; or
(4) For any other lawful purpose for which Utility Taxes and/or Revenue Sharing
Receipts may be lawfully expended, including the purchase of outstanding bonds at a
price of not to exceed par plus any premium and accrued interest.
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(d) Investments: Money to the credit of the Junior Debt Service Account may
be invested from time to time by the Issuer's Treasurer in (i) interest - bearing bonds, notes, or
other direct full faith and credit obligations of the United States of America, (ii) obligations
unconditionally guaranteed as to both principal and interest by the United States of America, or
(iii) certificates of deposit or time deposits of any bank or savings and loan association, as
defined by Illinois laws, provided such bank or savings and loan association is insured by the
Federal Deposit Insurance Corporation or a successor corporation to the Federal Deposit
Insurance Corporation and provided further that the principal of such deposits are secured by a
pledge of obligations as described in clauses (d) (i) and (d) (ii) above in the full principal amount
of such deposits, or otherwise collateralized in such amount and in such manner as may be
required by law. Such investments may be sold from time to time by the Treasurer of the Issuer
as funds may be needed for the purpose for which such Accounts have been created. Other
investments shall be in Qualified Investments in accordance with applicable law.
All interest on any funds so invested shall be credited to the applicable Account of
the Fund and is hereby deemed and allocated as expended with the next expenditure or
expenditures of money from the applicable Account of the Fund.
Moneys in any of such accounts shall be invested by the Issuer's Village
Treasurer, if necessary, in investments restricted as to yield, which investments may be in U.S.
Treasury Securities - State and Local Government Series, if available, and to such end the
Issuer's Treasurer shall refer to any investment restrictions covenanted by the Issuer or any
officer thereof as part of the transcript of proceedings for the issuance of the Bonds, and to
appropriate opinions of counsel.
(e) Bona Fide Debt Service Fund: Moneys preliminary to deposit in subsection
(a) above and used to abate taxes under Section 9 above, which if deposited into the Junior Debt
Service Account would disqualify the Junior Debt Service Account as a "bond fide debt service
fund" shall be held in a separate subaccount for each series of Bonds (the "Pledged
Subaccount") of the Junior Debt Service Account and the investment yield thereon yield
restricted and subject to yield reduction payments.
Section 12. Bond Proceeds Account. Except for accrued interest received on
the sale of the Bonds, and an amount of Bond proceeds or other Issuer funds sufficient to pay
interest on Bonds as provided in a Bond Order ( "Capitalized Interest," as applicable), which
shall be deposited upon issuance of the Bonds into the Junior Debt Service Account, and
proceeds applied by the Underwriter to issuance costs, which is hereby authorized and for which
the Underwriter shall receive a credit against the sale price of the Bonds, all remaining proceeds
derived from the sale of the Bonds (exclusive of accrued interest) shall be deposited in the
"Bond Proceeds Account" (within which there shall be separate subaccounts for proceeds of
Series 2007A and Series 2008), which is hereby established as a special account of the Issuer.
Moneys in the Bond Proceeds Account shall be used for the purposes specified in Section 3 of
this ordinance (that is, the costs of the Project) and for the payment of costs of issuance of the
Bonds, but may hereafter be reappropriated and used for other lawful purposes in accordance
with applicable law. Before any such reappropriation shall be made, there shall be filed with the
Village Clerk of the Issuer an opinion of Evans, Froehlich, Beth & Chamley, Champaign,
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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. Moneys in the Bond
Proceeds Account shall be withdrawn from time to time as needed for the payment of costs and
expenses incurred by the Issuer in connection with the Project and for paying the fees and
expenses incidental thereto. Moneys shall be withdrawn from the depositary in connection with
such funds from time to time by the Village Treasurer or other appropriate financial officer of the
Issuer only upon submission to such officer of the following:
A duplicate copy of the order signed by the Village President or Village
Administrator, or such other officer(s) as may from time to time be by law
authorized to sign and countersign orders of the Issuer, stating specifically the
purpose for which the order is issued and indicating that the payment for which
the order is issued has been approved by the Corporate Authorities.
Within sixty (60) days after completion of the Project, the Village President or Village
Administrator, shall certify to the Corporate Authorities the fact that the Project 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 Village Treasurer and in the records of
the Issuer certifying that the Project has been completed and that all costs have been paid; and, if
at that time any funds remain in the Bond Proceeds Account, the same shall be applied for other
authorized improvements to the Project or such officer shall credit such funds to the Junior Debt
Service Account, as the Corporate Authorities direct. The Village Treasurer shall transfer such
funds to the Junior Debt Service Account.
Section 13. Issuance of Additional Bonds. Except as otherwise expressly
provided herein, the Issuer reserves the right to issue:
(a) Parity Bonds without limit provided that Pledged Revenues as determined
as hereinbelow set out shall be sufficient to provide for or pay all of the following: (i)
debt service on all Outstanding bonds payable from Revenues computed immediately
after the issuance of any proposed Parity Bonds, (ii) all amounts required to meet any
fund or account requirements with respect to such Outstanding bonds, (iii) other
contractual or tort liability obligations then due and payable, if any, and (iv) an additional
amount not less than 0.25 times debt service (as provided in Section 15 of the Local Debt
Reform Act) on such of the Alternate Bonds as shall remain Outstanding bonds after the
issuance of the proposed Parity Bonds. Such sufficiency shall be calculated for each year
to the final maturity of such Alternate Bonds which shall remain Outstanding after the
issuance of the proposed Parity Bonds. The determination of the sufficiency of Revenues
shall be supported by reference to the most recent audit of the Issuer, which audit shall be
for a Fiscal Year ending not earlier than eighteen (18) months previous to the time of
issuance of the proposed Parity Bonds.
If such audit shows the Pledged Revenues to be insufficient, then the
determination of sufficiency may be made the following way:
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The determination of sufficiency of the Pledged Revenues may be
supported by the report of an independent accountant or feasibility analyst, the
latter having a national reputation for expertise in such matters, demonstrating the
sufficiency of the Pledged Revenues and explaining by what means they will be
greater than as shown in the audit.
The reference to and acceptance of an audit, an adjusted statement of the
Pledged Revenues, or a report, as the case may be, and the determination of the
Corporate Authorities of the sufficiency of the Pledged Revenues shall be
conclusive evidence that the conditions of this Section 13(a) have been met and
that the Parity Bonds are properly issued hereunder; and no right to challenge
such determination is granted to the registered owners of the Bonds.
(b) Bonds or other obligations payable from Pledged Revenues subordinate to
the lien of any Senior Bonds or Junior Bonds which remain Outstanding after the
issuance of such bonds or other obligations.
Section 14. 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 earnings (and yield reduction payments) at periodic intervals to the United
States of America to the extent that there shall have been filed with the Village Clerk of the
Issuer an opinion of Bond Counsel to the effect that such compliance is necessary to preserve the
exclusion from gross income for federal income tax purposes of interest on the Bonds under
Section 103 of the Internal Revenue Code of 1986, as amended. There is hereby created a
separate and special account within the Fund known as the "Rebate Account" (within which
there shall be separate subaccounts for Series 2007A and Series 2008), 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, yield reduction payments or other payments
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.
Yield Reduction Payments in connection with the Pledged Subaccount under
Section 11 above shall be determined and paid, as the case may be, in a manner similar to
arbitrage rebate under this Section 14.
Section 15. Investment Regulations. All investments shall be in Qualified
Investments, unless otherwise expressly herein provided. No investment shall be made of any
moneys in the Junior Debt Service Account or the Bond Proceeds Account, 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 or account shall be
credited in each case to the fund or account in which such moneys or securities are held.
Any moneys in any fund or account that are subject to investment yield
restrictions may be invested in United States Treasury Securities, State and Local Government
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Series, pursuant to the regulations of the United States Treasury Department, Bureau of Public
Debt. The Issuer's Village 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- Exemation. One purpose of this Section
16 is to set forth various facts regarding the Bonds and to establish the expectations of the
Corporate Authorities and the Issuer as to future events regarding the Bonds and the use of Bond
proceeds. The certifications and representations made herein and at the time of the issuance of
the Bonds are intended, and may be relied upon, as certifications and expectations described in
Section 1.148 -0 et seq. of the U.S. Treasury Regulations dealing with arbitrage and rebate (the
"Regulations "). The covenants and agreements contained herein and at the time of the issuance
of the Bonds are made for the benefit of the registered owners from time to time of the Bonds.
The Corporate Authorities and the Issuer agree, certify, covenant and represent as follows:
(a) The Bonds are being issued to pay the costs of the 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.
(b) The Issuer has entered into, or will within six months from the date of
issue of each series of the Bonds enter into, binding contracts or commitments obligating
it to spend at least 5% of the proceeds of such Bonds for the Project. It is expected that
the work of acquiring the Project will continue to proceed with due diligence to
completion reasonably expected to be within 3 years of issuance of the applicable series
of Bonds, at which time all of the Proceeds are to have been spent.
(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 applicable series of the Bonds,
including accrued interest, and the purchase price of such Bonds is equal to the first
offering price at which more than 10% of the principal amount of each maturity of such
Bonds is sold to the public (excluding bond houses, brokers or similar persons or
organizations acting in the capacity of underwriters or wholesalers).
(d) All principal proceeds of each series the Bonds, net of amounts authorized
under Section 12, will be deposited in an applicable and identifiable subaccount of the
Bond Proceeds Account and used to pay costs of the Project and costs of issuance of the
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Bonds, and any accrued interest and premium received on the delivery of the Bonds will
be deposited in an applicable and identifiable subaccount of the Junior Debt Service
Account and used to pay the first interest due on the Bonds. Earnings on the investment
of moneys in any fund or account will be credited to that fund or account. Other Project
costs, including issuance costs of the Bonds, will be paid directly from other proceeds or
from the Bond Proceeds Account, and no other moneys are expected to be deposited
therein. Interest on and principal of the Bonds will be paid from the Junior Debt Service
Account. No Proceeds will be used more than thirty (30) days after the date of issue of
the Bonds for the purpose of paying any principal or interest on any other issue of bonds,
notes, certificates or warrants or on any installment contract or other obligation of the
Issuer or for the purpose of replacing any funds of the Issuer used for such purpose.
(e) The Junior Debt Service Account is established to achieve a proper
matching of revenues and earnings with debt service in each year. Other than any
amounts held to pay principal of matured Bonds that have not been presented for
payment, it is expected that any moneys deposited in the Junior Debt Service Account
(other than the Pledged 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
Junior Debt Service Account (other than the Pledged 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 Junior Debt Service Account (other than the Pledged
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 Junior Debt Service Account, or (ii) in the aggregate one - twelfth (1 /12th) of the
annual debt service on the Bonds.
(f) Other than the Junior Debt Service Account, no funds or accounts,
including the Depreciation Account, have been or are expected to be established, and no
moneys or property have been or are expected to be pledged (no matter where held or the
source thereof) which will be available to pay, directly or indirectly, the Bonds or
restricted so as to give reasonable assurance of their availability for such purposes. No
property of any kind is pledged to secure, or is available to pay, obligations of the Issuer
to any credit enhancer or liquidity provider.
(g) (i) All amounts on deposit in the Bond Proceeds Account or the Junior
Debt Service 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 each series 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, after the 3 -year temporary period for amounts in each
subaccount of the Bond Proceeds Account to be transferred to finance Project
improvements, 1/8 of 1 %.
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(ii) The following may be invested without Yield restriction:
(A) amounts invested in obligations described in Section 103(a)
of the Internal Revenue Code of 1986, as amended (but not specified
private activity bonds as defined in Section 57(a)(5)(C) of the Code), the
interest on which is not includable in the gross income of any registered
owner thereof for federal income tax purposes ( "Tax- Exempt
Obligations ");
(B) amounts deposited in the Junior Debt Service Account that
are reasonably expected to be expended within thirteen (13) months from
the deposit date and have not been on deposit therein for more than
thirteen (13) months;
(C) amounts, if any, in the Bond Proceeds Account for the
applicable series of Bonds to be applied to the Project prior to the earlier
of completion (or abandonment) of such improvements or three (3) years
from the date of issue of such Bonds;
(D) an amount not to exceed the lesser of $100,000 or 5% of
Bond proceeds of each series;
(E) all amounts for the first thirty (30) days after they become
Gross Proceeds (e.g., date of deposit in any fund or account securing the
applicable series of Bonds); and
(F) all amounts derived from the investment of the Proceeds
for a period of one (1) year from the date received.
(h) Subject to (q) below, once moneys are subject to the Yield limits of (g)(i)
above, such moneys remain Yield restricted until they cease to be Gross Proceeds.
(i) As set forth in Section 148(f)(4)(D) of the Internal Revenue Code of 1986,
as amended, the Issuer is not excepted from the required rebate of arbitrage profits on the
Bonds, and although the Issuer is a governmental unit with general taxing powers, none
of the Bonds is a "private activity bond" as defined in Section 141(a) of the Internal
Revenue Code of 1986, as amended, and all the net proceeds of the Bonds are to be used
for the local government activities of the Issuer, the aggregate face amount of all tax -
exempt obligations (and excluding "private activity bonds" as defined in Internal
Revenue Code of 1986, as amended) issued by the Issuer and all subordinate entities
thereof (of which there are none) during the applicable calendar year of issuance of each
series of the Bonds, including each series of the Bonds, is not reasonably expected to
exceed $5,000,000, but if exceeded the Issuer will comply with Section 148(0(2) of the
Code. However, the Issuer expects to apply all Bond proceeds to Project costs within
two years. As provided in Section 14 the Pledged Subaccount is subject to yield
restriction and yield redemption payments.
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(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 each series of the Bonds
will not be, directly or indirectly (A) secured by any interest in (i) property used or to be
used for a private business use by any person other than a state or local governmental
unit, or (ii) payments in respect of such property, or (B) derived from payments (whether
or not by or to the Issuer), in respect of property, or borrowed money, used or to be used
for a private business use by any person other than a state or local governmental unit.
(1) None of the Proceeds will be used, directly or indirectly, to make or
finance loans to persons other than a state or local governmental unit.
(m) No user of the 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 Project as a result of (i)
ownership, or (ii) actual or beneficial use pursuant to a lease or a management or
incentive payment contract, or (iii) any other similar arrangement.
(n) Beginning on the 15th day prior to each Bond sale date, the Issuer has not
sold or delivered, and will not sell or deliver, (nor will it deliver within 15 days after the
date of issuance of the Bonds) any other obligations pursuant to a common plan of
financing, which will be paid out of substantially the same source of funds (or which will
have substantially the same claim to be paid out of substantially the same source of
funds) as such Bonds or will be paid directly or indirectly from Proceeds.
(o) No portion of the Project is expected to be sold or otherwise disposed of
prior to the last maturity of the Bonds.
(p) The Issuer has not been notified of any disqualification or proposed
disqualification of it by the Internal Revenue Service as a bond issuer which may certify
bond issues under Section 1.148 -0 et seq. of the Regulations.
(q) The Yield restrictions contained in (g) above or any other restriction or
covenant contained herein (including in Section 11(e)) 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.
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(s) The Corporate Authorities have no reason to believe the facts, estimates,
circumstances and expectations set forth herein are untrue or incomplete in any material
respect. On the basis of such facts, estimates, circumstances and expectations, it is not
expected that the Proceeds or any other moneys or property will be used in a manner that
will cause the Bonds to be private activity bonds, arbitrage bonds or hedge bonds within
the meaning of Sections 141, 148 or 149(g) of the Internal Revenue Code of 1986, as
amended, and of applicable regulations. To the best of the knowledge and belief of the
Corporate Authorities, such expectations are reasonable, and there are no other facts,
estimates and circumstances that would materially change such expectations.
The Issuer also agrees and covenants with the registered owners of the Bonds from time to time
outstanding that, to the extent possible under Illinois law, it will comply with all present federal
tax law and related regulations and with whatever federal tax law is adopted and regulations
promulgated in the future which apply to the Bonds and affect the tax - exempt status of the
Bonds.
Section 17. Further Assurances and Actions. The Corporate Authorities
hereby authorize the officials of the Issuer responsible for issuing the Bonds, the same being the
Village President, Village Administrator, Village Clerk and Village Treasurer of the Issuer, to
make such further filings, covenants, certifications and supplemental agreements as may be
necessary to assure that the Project, each series of the Bonds and related proceeds will not cause
any of the Bonds to be private activity bonds, arbitrage bonds or hedge bonds and to assure that
the interest on each series of the Bonds will be excluded from gross income for federal income
tax purposes. In connection therewith, the Issuer and the Corporate Authorities further
agree: (a) through the officers of the Issuer, to make such further specific covenants,
representations as shall be true, correct and complete, and assurances as may be necessary or
advisable; (b) to consult with Bond Counsel approving each series of the Bonds and to comply
with such advice as may be given; (c) to pay to the United States, as necessary, such sums of
money representing Yield Reduction Payments and /or required rebates of excess arbitrage profits
relating to the Bonds; (d) to file such forms, statements, and supporting documents as may be
required and in a timely manner; and (e) if deemed necessary or advisable, to employ and pay
fiscal agents, financial advisors, attorneys, and other persons to assist the Issuer in such
compliance. Annual abatement of tax levies is authorized, as applicable.
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 either to impose, collect, apply or
to maintain the right to receive and apply the Pledged Revenues and Pledged Taxes in the
manner contemplated by this ordinance, and such Revenues shall not be less than as shall
be required under Section 7 hereof and 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 sufficient Pledged Revenues to provide for or pay each of the
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following in any given year: (1) debt service on all Outstanding revenue bonds payable
from the Revenues; (2) all amounts required to meet any fund or account requirements
with respect to the Bonds or any other bonds payable from Revenues; (3) any other
contractual or tort liability obligations, if any, payable from such Revenues; and (4) in
each year, an amount not less than 1.25 times the debt service for all (i) Alternate Bonds
payable from Pledged Revenues, including the Bonds Outstanding; and (ii) Alternate
Bonds proposed to be issued and payable from Revenues. In the event such coverages
are not maintained, the Issuer shall engage a feasibility analyst or other similarly
qualified financial consultant to evaluate the rate structure for the Project and to make an
appropriate written report with recommendations to achieve such coverages. A copy of
such report shall be sent upon request to the Underwriter, and included in a filing under
the Disclosure Agreement.
(c) The Issuer will make and keep proper books and accounts (separate and
apart from all other records and accounts of the Issuer), in which complete entries shall
be made of all transactions relating to the Revenues, and hereby covenants that within
180 days following the close of each Fiscal Year, it will cause the books and accounts
related to the Revenues to be audited by independent certified public accountants. Such
audit will be available for inspection by the registered owners of any of the Bonds. Upon
availability, the Issuer will send to the 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) The amount and details of all Outstanding bonds.
(iii) The accountant's comments regarding the manner in which the
Issuer has carried out the accounting requirements of this
ordinance (including as to the Alternate Bond status of the Bonds)
and has complied with Section 15 of the Local Government Debt
Reform Act, and the accountant's recommendations for any
changes.
(d) 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 Junior Debt Service Account shall be
in cash, and such funds shall be held separate and apart in cash and investments. For the
purpose of determining whether sufficient cash and investments are on deposit in such
accounts under the terms and requirements of this ordinance, investments shall be valued
at the lower of the cost or market price on the valuation date thereof, which valuation
date shall be not less frequently than annually.
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(e) The Issuer will take no action in relation to the Pledged Revenues or the
Pledged Taxes which would unfavorably affect the security of any of the Outstanding
Bonds or the prompt payment of the principal and interest thereon.
(f) The Issuer carry fidelity bonds on officers and employees as required by
applicable law and will carry insurance on the Project facilities 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 any loss under such insurance policies shall
be deposited in a separate subaccount of the Depreciation Account 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 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.
(g) The registered owner of any Bond may proceed by civil action to compel
performance of all duties required by law, this ordinance and the Disclosure Agreement.
(h) 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.
(i) After their issuance, the Bonds shall be incontestable by the Issuer, to the
extent lawful.
Section 19. Ordinance to Constitute a Contract The provisions of this
ordinance shall constitute a contract between the Issuer and the registered owners of the Bonds.
Any pledge made in this ordinance and the provisions, covenants and agreements herein set forth
to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and
security of the registered owners of any and all of the Bonds. All of the Bonds, regardless of
the time or times of their issuance, shall be of equal rank without preference, priority or
distinction of any of the Bonds over any other thereof except as expressly provided in or
pursuant to this ordinance. This ordinance and the Preliminary Ordinance shall constitute full
authority for the issuance of the Bonds, and to the extent that the provisions thereof conflict with
the provisions of any other ordinance or resolution of the Issuer, the provisions of this ordinance
and the Preliminary Ordinance shall control.
Section 20. Severability and No Contest. If any section, paragraph or provision
of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the remaining
provisions of this ordinance or any ordinance supplemental hereto. Upon the issuance of the
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Bonds, neither the Bonds nor this ordinance 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 each series of the
Bonds as "qualified tax- exempt obligations" as defined in Section 265(bX3) 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 the
Issuer during the calendar years in which the Bonds are issued, 2007 for Series 2007A and 2008
for Series 2008, 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 obligations" includes
"qualified 501(c)(3) Bonds" (as defined in the Section 145 of the Internal Revenue Code of
1986, as amended) but does not include other "private activity bonds" (as defined in Section
141 of the Internal Revenue Code of 1986, as amended).
Section 22. Conflict. All ordinances, resolutions or parts thereof in conflict
herewith be and the same are hereby superseded to the extent of such conflict and this ordinance
shall be in full force and effect forthwith upon its adoption.
Section 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.
[The remainder of this page is intentionally blank.]
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Upon motion by Trustee , seconded by Trustee
, adopted this 10th day of December, 2008, by roll call vote as follows:
Ayes (Names):
Nays (Names):
Absent (Names):
(SEAL)
ATTEST:
Village Clerk
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APPROVED: December 10, 2007.
Closing Item No. 1
STATE OF ILLINOIS )
COUNTY OF COOK ) SS.
VILLAGE OF LEMONT )
CERTIFICATION OF ORDINANCE
1, the undersigned, do hereby certify that I am the duly selected, qualified and acting
Village Clerk of the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Issuer "), and as
such official I am the keeper of the records and files of the Issuer and of its President and Board of
Trustees (the "Corporate Authorities ").
I do further certify that the attached constitutes a full, true and complete excerpt from the
proceedings of the regular meeting (at which all attendance was by physical presence) of the Corporate
Authorities held on the 10th day of December, 2007, insofar as the same relates to the adoption of
Ordinance No. 07- , entitled:
AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION BONDS
(ALTERNATE REVENUE SOURCE), SERIES 2007A AND SERIES 2008, 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.
1 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 the Agenda for the meeting was duly posted at the Village Hall at least 48 hours prior to the
meeting; 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 _ day of , 2007.
(SEAL) Village Clerk