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O-29-00 05/22/2000VILLAGE OF LEMONT ORDINANCE NO. .;29-629 AN ORDINANCE OF THE VILLAGE OF LEMONT, COOK COUNTY, ILLINOIS, PROVIDING FOR THE ISSUANCE OF SENIOR LIEN TAX INCREMENT REVENUE BONDS (LEMONT SENIOR HOUSING L.P.I. PROJECT), SERIES 2000 ADOPTED BY THE CORPORATE AUTHORITIES OF THE VILLAGE OF LEMONT, ILLINOIS THIS 22ND DAY OF MAY, 2000 PUBLISHED by authority of the President and Board of Trustees of the Village of Lemont, Cook County, Illinois, this 22nd day of May, 2000. 292130.1 TABLE OF CONTENTS Page Section 1. Definitions 2 Section 2. Findings 8 Section 3. Series 2000 Senior Lien Bond Details 8 Section 4. Redemption 11 Section 5. Registration of Bonds; Persons Treated as Owners 11 Section 6. Security 12 Section 7. Form of Series 2000 Senior Lien Bond 12 Section 8. Special Tax Allocation Fund - Accounts 13 Section 9. General Covenants 15 Section 10. Sale of the Series 2000 Bonds; Approval of Documents 17 Section 11. Use of Series 2000 Senior Lien Bond Proceeds 17 Section 12. Arbitrage 17 Section 13. Additional Bonds 18 Section 14. Refunding Bonds 18 Section 15. Evidence of Bondholder Action 19 Section 16. Payment and Discharge; Refunding 19 Section 17. Supplemental Ordinances 20 Section 18. This Ordinance a Contract 22 Section 19. Partial Invalidity 22 Section 20. Registered Form 22 Section 21. List of Bondholders 22 292130.1 Section 22. Rights and Duties of Bond Registrar 23 Section 23. Prior Inconsistent Proceedings 23 Section 24. Immunity of Officers, Employees and Members of Village 23 Section 25. Publication 24 Section 26. Reimbursement 24 Exhibit A — Legal Description of the TIF Area A -1 Exhibit B — Legal Description of the Lemont Senior Housing Project Area and PIN Numbers 6 -1 Exhibit C — Form of Bond C -1 292130.1 ORDINANCE NO. AN ORDINANCE of the Village of Lemont, Cook County, Illinois, providing for the issuance of Senior Lien Tax Increment Revenue Bonds. WHEREAS, the Village of Lemont, Cook County, Illinois (the "Village "), has heretofore caused the preparation of and approved a redevelopment plan for (the "Plan ") and designated a portion of the Village as a redevelopment project area to be known as the "Village of Lemont Tax Increment Redevelopment Project Area" (the "TIF Area "); and WHEREAS, the Village has adopted tax increment allocation financing for the TIF Area and has established a special tax allocation fund for the TIF Area, all in accordance with the Tax Increment Allocation Redevelopment Act, as supplemented and amended (the "Act "); and WHEREAS, the President and Board of Trustees of the Village (the "Corporate Authorities ") have heretofore determined that it is necessary and in the best interests of the Village that the Village issue tax increment allocation revenue bonds for the purpose of paying redevelopment project costs for the redevelopment project which has been approved for the TIF Area; and WHEREAS, the Corporate Authorities have determined and it hereby is determined that it is necessary and in the best interests of the Village that certain redevelopment project costs for a redevelopment project within the TIF Area be paid, said costs including, but not limited to, the acquisition of real property or rights therein, the construction and acquisition of certain improvements, including roadways, curbs, gutters, site preparation and related improvements in the TIF Area, together with all appurtenances, land or interests in land, professional, financial, engineering, legal, financial, banking, advisory and other related costs; and 292130.1 WHEREAS, there are insufficient funds of the Village on hand and lawfully available to pay such redevelopment project costs and it is necessary and desirable that the Village issue its tax increment allocation revenue bonds as authorized by the Act for such purposes: Now, THEREFORE, Be It and It Hereby Is Ordained by the President and Board of Trustees of the Village of Lemont, Cook County, Illinois, as follows: Section 1. Definitions. The following words and terms used in this ordinance shall have the following meanings unless the context or use indicates another or different meaning: "Act" means the Tax Increment Allocation Redevelopment Act of the State of Illinois, as amended and supplemented from time to time, and specifically as supplemented by the Local Government Debt Reform Act, as supplemented and amended. "Additional Bonds" means any bonds issued in the future on a parity with and sharing ratably and equally in the Pledged Taxes with the Series 2000 Bonds. "Bondholder" or "holder" means the registered owner of any Bond or Additional Bond. "Bonds" means the Senior Lien Tax Increment Revenue Bonds (Lemont Senior Housing L.P.I. Project), Series 2000, authorized under this Ordinance. "Bond Register" means the books for the registration and for the transfer of the Bonds as provided in this Ordinance. "Bond Registrar" means the Village Treasurer, as paying agent and bond registrar, and his or her successors and assigns. "Bond Year" means that twelve-calendar month period beginning on January 1 of any year and ending on November 14 of the subsequent year. "Business Day" means any day other than a day on which banks in the city of the Bond Registrar's principal office are required or authorized to close. "Code" means the Internal Revenue Code of 1986, as amended. "Corporate Authorities" means the President and Board of Trustees of the Village. "Designated Officers" means the President, Clerk or Village Treasurer of the Village, or designees or assigns. 292130.1 292130.1 "Developer" means Lemont Senior Housing L.P.I., an Illinois limited partnership. "Government Securities" means bonds, notes, certificates of indebtedness, treasury bills or other securities constituting direct obligations of the United States of America and all securities or obligations, the prompt payment of principal and interest of which is guaranteed by a pledge of the full faith and credit of the United States of America. "Incremental Property Taxes" means the ad valorem taxes, if any, arising from the tax levies upon taxable real property in the TIF Area by any and all taxing districts or municipal corporations having the power to tax real property in the TIF Area, which taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the TIF Area over and above the Total Initial Equalized Assessed Value of each such piece of property, all as determined by the County Clerk of The County of Cook, Illinois, in accordance with Section 11- 74.4 -9 of the Act. "Independent" when used with respect to any specified person means such per- son who is in fact independent and is not connected with the Village as an officer, employee, underwriter, or person performing a similar function. Whenever it is provided in this Ordinance that the opinion or report of any Independent person shall be furnished, such person shall be appointed by the Village, and such opinion or report shall state that the signer has read this definition and that the signer is Independent within the meaning of this Ordinance. "Interest Payment Date" means a Stated Maturity of interest on the Bonds. "Interest Requirement" means for any Bonds issued as serial Bonds and for any Bond Year the aggregate amount of interest on such Bonds having a Stated Maturity during such Bond Year. "Lemont Senior Housing Project Area" means the portion of the TIF Area described more fully in Exhibit B attached to this Ordinance which is the subject of the Redevelopment Agreement. "Lemont Senior Housing Subordinate Obligation" means the obligation of the Village to reimburse the Developer for certain Project Costs as set forth in the Redevelopment Agreement. "Ordinance" means this ordinance as originally adopted and as the same may from time to time be amended or supplemented in accordance with its terms. "Outstanding" or "outstanding" refers to Bonds which are outstanding and unpaid; provided, however, such term shall not include Bonds which (i) 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 Village by the deposit in an irrevocable trust or escrow account of funds or direct, full faith and credit obligations of the United States of America, the principal of and - 3 - 292130.1 interest on which will be sufficient to pay at maturity or as called for redemption all of the principal of and interest and any applicable premium on such Bonds. "Pledged Taxes" means Incremental Property Taxes in an amount equal to the Incremental Property Taxes generated by the Lemont Senior Housing Project Area and pledged under this Ordinance. "Principal Requirement" means for any Bonds and for any Bond Year the aggregate principal amount of such Bonds, if issued as serial Bonds, and the Compound Accreted Value of such Bonds, if issued as capital appreciation Bonds, having a Stated Maturity during such Bond Year. "Project" means the redevelopment project described in the Redevelopment Agreement and approved by the Corporate Authorities pursuant to the Redevelopment Agreement Ordinance in furtherance of the objectives of the Redevelopment Plan which was approved by the Corporate Authorities pursuant to an Ordinance adopted on May 13, 1991. "Project Costs" mean and include the sum total of all reasonable or necessary costs incurred or estimated to be incurred, and any such costs incidental to a redevelopment plan and a redevelopment project. Such costs include, without limitation, the following: (i) costs of studies, surveys, development of plans, and specifications, implementation and administration of the redevelopment plan including but not limited to staff and professional service costs for architectural, engineering, legal, financial, planning or other services, provided, however that no charges for professional services may be based on a percentage of the tax increment collected; except that no contracts for professional services, excluding architectural and engineering services, may be entered into if the terms of the contract extend beyond a period of 3 years; (ii) annual administrative costs shall not include general overhead or administrative costs of the municipality that would still have been incurred by the municipality if the municipality had not designated a redevelopment project area or approved a redevelopment plan; (iii) the cost of marketing sites within the redevelopment project area to prospective businesses, developers, and investors; (iv) property assembly costs, including but not limited to acquisition of land and other property, real or personal, or rights or interests therein, demolition of buildings, site preparation, site improvements that serve as an engineered barrier addressing ground level or below ground environmental contamination, including, but not limited to parking lots and other concrete or asphalt barriers, and the clearing and grading of land; (v) costs of rehabilitation, reconstruction or repair or remodeling of existing public or private buildings, and fixtures, and leasehold improvements; and the cost of replacing an existing public building if pursuant to the implementation of a redevelopment project the -4 292130.1 existing public building is to be demolished to use the site for private investment or devoted to a different use requiring private investment; (vi) costs of the construction of public works or improvements; (vii) costs of job training and retraining projects, including the cost of "welfare to work" programs implemented by businesses located within the redevelopment project area; (viii) financing costs, including but not limited to all necessary and incidental expenses related to the issuance of obligations and which may include payment of interest on any obligations issued hereunder including interest accruing during the estimated period of construction of any redevelopment project for which such obligations are issued and for not exceeding 36 months thereafter and including reasonable reserves related thereto; (ix) to the extent the municipality by written agreement accepts and approves the same, all or a portion of a taxing district's capital costs resulting from the redevelopment project necessarily incurred or to be incurred within a taxing district in furtherance of the objectives of the redevelopment plan and project. (x) relocation costs to the extent that a municipality determines that relocation costs shall be paid or is required to make payment of relocation costs by federal or State law; (xi) payment in lieu of taxes; (xii) costs ofjob training, retraining, advanced vocational education or career education, including but not limited to courses in occupational, semi - technical or technical fields leading directly to employment, incurred by one or more taxing districts, provided that such costs (i) are related to the establishment and maintenance of additional job training, advanced vocational education or career education programs for persons employed or to be employed by employers located in a redevelopment project area; and (ii) when incurred by a taxing district or taxing districts other than the municipality, are set forth in a written agreement by or among the municipality and the taxing district or taxing districts, which agreement describes the program to be undertaken, including but not limited to the number of employees to be trained, a description of the training and services to be provided, the number and type of positions available or to be available, itemized costs of the program and sources of funds to pay for the same, and the term of the agreement. Such costs include, specifically, the payment by community college districts of costs pursuant to Sections 3 -37, 3 -38, 3 -40 and 3-40.1 of the Public Community College Act and by school districts of costs pursuant to Sections 10- 22.20a and 10 -23.3a of The School Code; (xiii) interest cost incurred by a redeveloper related to the construction, renovation or rehabilitation of a redevelopment project, provided that: (A) such costs are to be paid directly from the special tax allocation fund established pursuant to this Act; - 5 - 292130.1 (B) such payments in any one year may not exceed 30% of the annual interest costs incurred by the redeveloper with regard to the redevelopment project during that year; (C) if there are not sufficient funds available in the special tax allocation fund to make the payment pursuant to this clause (xiii) then the amounts so due shall accrue and be payable when sufficient funds are available in the special tax allocation fund; (D) the total of such interest payments paid pursuant to this Act may not exceed 30% of the total (i) cost paid or incurred by the redeveloper for the redevelopment project plus (ii) redevelopment project costs excluding any property assembly costs and any relocation costs incurred by a municipality pursuant to this Act; and (E) the cost limits set forth in clauses (B) and (D) of this clause (xiii) shall be modified for the financing of rehabilitated or new housing units for low- income households and very low- income households, as defined in Section 3 of the Illinois Affordable Housing Act. The percentage of 75% shall be substituted for 30% in clauses (B) and (D) of clause (xiii). (F) instead of the eligible costs provided by clauses (B) and (D) of clause (xiii), as modified by this clause, and notwithstanding any other provisions of this Act to the contrary, the municipality may pay from tax increment revenues up to 50% of the cost of construction of new housing units to be occupied by low- income households and very low- income households as defined in Section 3 of the Illinois Affordable Housing Act. The cost of construction of those units may be derived from the proceeds of bonds issued by the municipality under this Act or other constitutional or statutory authority or from other sources of municipal revenue that may be reimbursed from tax increment revenues or the proceeds of bonds issued to finance the construction of that housing. The eligible costs provided under this clause (F) of clause (xiii) shall be an eligible cost for the construction, renovation, and rehabilitation of all low and very low- income housing units, as defined in Section 3 of the Illinois Affordable Housing Act, within the redevelopment project area. If the low and very low- income units are part of a residential redevelopment project that includes units not affordable to low and very low- income households, only the low and very low- income units shall be eligible for benefits under clause (F) of clause (xiii). The standards for maintaining the occupancy by low- income households and very low- income households, as defined in Section 3 of the Illinois Affordable Housing Act, of those units constructed with eligible costs made available under the provisions of this clause (F) of clause (xiii) shall be established by guidelines adopted by the municipality. The responsibility for annually documenting the initial occupancy of the units by low- income households and very low- income households, as defined in Section 3 of the Illinois Affordable Housing Act, shall be that of the then current owner of the property. For ownership units, the guidelines will provide, at a minimum, for a reasonable recapture of funds, -6- 292130.1 or other appropriate methods designed to preserve the original affordability of the ownership units. For rental units, the guidelines will provide, at a minimum, for the affordability of rent to low and very low- income households. As units become available, they shall be rented to income - eligible tenants. The municipality may modify these guidelines from time to time; the guidelines, however, shall be in effect for as long as tax increment revenue is being used to pay for costs associated with the units or for the retirement of bonds issued to finance the units or for the life of the redevelopment project area, whichever is later. (xiv) if the redevelopment project area is located within a municipality with a population of more than 100,000, the cost of day care services for children of employees from low- income families working for businesses located within the redevelopment project area and all or a portion of the cost of operation of day care centers established by redevelopment project area businesses to serve employees from low- income families working in businesses located in the redevelopment project area. For the purposes of this paragraph, "low- income families" means families whose annual income does not exceed 80% of the municipal, county, or regional median income, adjusted for family size, as the annual income and municipal, county, or regional median income are determined from time to time by the United States Department of Housing and Urban Development. (xv) unless explicitly stated herein the cost of construction of new privately -owned buildings shall not be an eligible redevelopment project cost. "Qualified Investments" means Government Securities and such other investments as shall be lawful from time to time under Illinois law. "Redevelopment Agreement" means that certain Amended and Restated Redevelopment Agreement, by and between the Village and the Developer, dated May 22, 2000, as amended, modified or supplemented in accordance with its terms. "Redevelopment Agreement Ordinance" means an Ordinance adopted by the Corporate Authorities on May 22, 2000, approving the Redevelopment Agreement. "Redevelopment Plan" means the comprehensive program of the Village for the TIF Area approved by the Corporate Authorities by an ordinance adopted on May 13, 1991, and together with any further amendments and supplements to it. "Regular Record Date" means the 1st day of the calendar month in which an Interest Payment Date occurs or, for a redemption of the Bonds on other than an Interest Payment Date, the 15th day next preceding the date of redemption. "Special Tax Allocation Fund" means the 1991 Village of Lemont Tax Increment Redevelopment Project Area Special Tax Allocation Fund of the Village, which is a special tax allocation fund for the TIF Area established pursuant to Section 11- 74.4 -8 of the Act and created by an ordinance adopted by the Corporate Authorities on May 13, 1991, as continued and further described by Section 8 of this Ordinance. -7- "Stated Maturity" when used with respect to any Bond or any interest on such Bond means the date specified in such Bond as the fixed date on which the Compound Accreted Value or the principal of such Bond or such interest is due and payable whether by maturity, mandatory redemption, or otherwise. "Tax Exempt" means, with respect to Bonds, the status of interest paid and received on such Bonds as not includible in the gross income of their registered owners under the Code for federal income tax purposes. "Tax Year" means the year for which an ad valorem tax levy is made by any and all taxing districts or municipal corporations having the power to tax real property in the TIF Area. The 2000 Tax Year shall be that year during which ad valorem taxes levied for the year 2000 (collectible in the year 2001) are extended and collected, and so on. "TIF Area" means the Downtown Lemont Redevelopment Project Area described more fully in Exhibit A attached to this Ordinance and heretofore designated by the Corporate Authorities in accord with the provisions of the Act. "Total Initial Equalized Assessed Value" means the total initial equalized assessed value of the taxable real property within the TIF Area determined by the County Clerk of The County of Cook, Illinois, in accordance with the provisions of Section 11- 74.4 -9 of the Act. and assigns. "Village" means the Village of Lemont, Cook County, Illinois, and its successors Section 2. Findings. The Corporate Authorities hereby find that the Redevelopment Plan has been approved, the TIF Area has been designated, and tax increment allocation financing has been adopted, all in accordance with the provisions of the Act, and that it is necessary and in the best interests of the Village that the Village construct, acquire and install the Project and issue the Series 2000 Bonds to enable the Village to pay a portion of the Project Costs. Section 3. Series 2000 Senior Lien Bond Details. (a) Series 2000 Senior Lien Bonds. To pay a portion of the costs of the Project, Bonds of the Village (the "Series 2000 Bonds ") shall be issued and shall be designated "Senior Lien Tax Increment Revenue Bonds (Lemont Senior Housing L.P.I. Project), Series 2000." The Series 2000 Bonds shall be dated their date of issuance, be issued as capital appreciation bonds, be in denominations of Original Principal Amounts (as defined below in the following table) or any integral multiple of such Original Principal Amounts, each 292130.1 -8- representing Compound Accreted Value (as defined below) at maturity of $5,000 or any integral multiple of $5,000 (but no single Bond shall represent Compound Accreted Value maturing on more than one date) and shall be numbered 1 and upward. As used in this Ordinance, the "Compound Accreted Value" of a Bond on any date of determination shall be an amount equal to the Original Principal Amount (or integral multiple of such Original Principal Amount) plus an investment return accrued to the date of such determination at a semi - annual compounding rate which is necessary to produce the original yield to maturity for such Bond shown in the table below from the date of such Bond. The Compound Accreted Value of a Bond on any January 1, commencing on January 1, 2002, is as specifically set forth below. The Compound Accreted Value of any Bond on a date other than January 1 shall be determined conclusively by the Bond Registrar or a certified public accountant selected by the Bond Registrar and acceptable to the Village by interpolating such Compound Accreted Value, using the straight line method, by reference to the Compound Accreted Values on the respective January 1 immediately prior to and immediately subsequent to the date for which such determination is being made and the number of days elapsed since the respective January 1 immediately prior to the date for which such determination is being made, calculated on the basis of a 360 -day year consisting of twelve 30-day months. The Series 2000 Bonds shall be issued in an aggregate Original Principal Amount of $249,967.61 and shall have a Compound Accreted Value at Maturity of $718,000.00, and become due (without right of prior redemption), on January 1 of the years, in the Original Principal Amounts, compounding on each January 1, commencing January 1, 2002, and having the Original Yields to Maturity as follows: ORIGINAL YEAR OF PRINCIPAL PER $5,000 MATURITY MATURITY AMOUNT AMOUNT ($) 2002 $13,848.54 $4,073.10 2003 27,879.15 3,574.25 292130.1 9 COMPOUND ACCRETED VALUE AT ORIGINAL YIELD MATURITY ($) TO MATURITY ( %) 17,000.00 39,000.00 13.5 13.5 2004 25,092.40 3,136.55 2005 24,221.12 2,752.40 2006 22,221.22 2,415.35 2007 21,195.50 2,119.55 2008 19,343.48 1,859.95 2009 17,627.76 1,632.20 2010 16,041.76 1,432.30 2011 15,082.80 1,256.90 2012 13,676.58 1,102.95 2013 12,389.12 967.90 2014 11,211.42 849.35 2015 10,136.76 745.35 41,000.00 44,000.00 46,000.00 50,000.00 52,000.00 54,000.00 57,000.00 60,000.00 64,000.00 66,000.00 68,000.00 70,000.00 13.5 13.5 13.5 13.5 13.5 13.5 13.5 13.5 13.5 13.5 13.5 13.5 Interest on the Series 2000 Bonds shall be payable only at Stated Maturity. Compound Accreted Value of the Series 2000 Bonds shall be payable at maturity in lawful money of the United States of America upon presentation and surrender of the Series 2000 Bonds at the principal office of the Bond Registrar. (b) General Provisions. The Bonds shall have impressed or imprinted on them the corporate seal or facsimile of the corporate seal of the Village and shall be signed by the manual or duly authorized facsimile signatures of the President and Village Clerk of the Village, as they shall determine, and in case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. All Bonds shall have on them a certificate of authentication substantially in the form set forth duly below executed by the Bond Registrar as authenticating agent of the Village and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until 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 292130.1 - 10 - been executed by the Bond Registrar if signed by an authorized agent of the Bond Registrar, but it shall not be necessary that the same agent sign the certificate of authentication on all of the Bonds issued under this Ordinance. Section 4. Redemption. The Series 2000 Bonds are not subject to optional or mandatory redemption prior to maturity. Section 5. Registration of Bonds; Persons Treated as Owners. The Village shall cause the Bond Register to be kept at the principal office of the Bond Registrar, which is hereby constituted and appointed the Registrar of the Village. The Village is authorized to prepare, and the Bond Registrar shall keep custody of, multiple Bond blanks executed by the Village for use in the transfer and exchange of Bonds. Upon surrender for transfer of any Bond at the principal 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 registered owner's attorney duly authorized in writing, the Village 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 maturity of authorized denominations, fora like aggregate principal amount. Any fully registered Bond or Bonds may be exchanged at said office of the Bond Registrar for a like aggregate principal amount of Bond or Bonds of the same maturity of other authorized denominations. The execution by the Village 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 Bond Registrar shall not be required to transfer or exchange any Bond during the period of fifteen (15) days next preceding any Interest Payment Date on such Bond, nor to transfer or 292130.1 exchange any Bond after notice calling the same for redemption has been mailed, nor during a period of fifteen (15) days next preceding mailing of a notice of redemption of such Bond. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner of such Bond 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 of such Bond 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 registered owner shall be charged a service charge for any transfer or exchange of Bonds, but the Village 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 the same exchanged in the case of the issuance of a Bonds or Bonds for the outstanding portion of Bonds surrendered for redemption. Section 6. Security. For the prompt payment of Compound Accreted Value of the Series 2000 Bonds when due, the Village hereby pledges the Pledged Taxes, in the priority of lien as provided below. The Series 2000 Bonds, together with the interest and premium, if any, on them, are limited obligations of the Village, payable solely and only from the collection of the Pledged Taxes and the amounts on deposit in and pledged to the various funds and accounts as provided in this Ordinance. No holder of any Series 2000 Senior Lien Bond shall have the right to compel the exercise of any taxing power of the Village for payment of principal of or interest or premium, if any, on the Series 2000 Bonds. The Series 2000 Bonds do not constitute an indebtedness of the Village or a loan of credit of the Village within the meaning of any statutory or constitutional provision. Section 7. Form of Series 2000 Senior Lien Bond. The Series 2000 Bonds shall be in substantially the form attached to this Ordinance as Exhibit C. provided, however, that pending the 292130.1 - 12 - preparation of definitive, engraved Bonds, if any, the Series 2000 Bonds may be delivered in temporary, typewritten form. Section 8. Special Tax Allocation Fund - Accounts. There is hereby continued the heretofore created special fund of the Village, to be held by the Village except as hereinafter expressly provided, which fund shall be held separate and apart from all other funds and accounts of the Village and shall be known as the "1991 Village of Lemont Tax Increment Redevelopment Project Area Special Tax Allocation Fund" (the "Special Tax Allocation Fund "). There is hereby created within the Special Tax Allocation Fund a special fund of the Village, which shall be known as the "Lemont Senior Housing Sub - Fund." All of the Incremental Property Taxes generated by the Lemont Senior Housing Project Area and any other revenues from any source whatsoever designated to pay Compound Accreted Value of the Bonds shall be set aside as collected and be remitted by the Village Treasurer to the Bond Registrar for deposit in the Special Tax Allocation Fund. Immediately upon each such deposit with the Bond Registrar, the Bond Registrar shall transfer all of such monies from the Special Tax Allocation Fund to the LemontSenior Housing Sub -Fund of the Special Tax Allocation Fund, which is a trust fund established for the purpose of carrying out the covenants, terms and conditions imposed upon the Village by this Ordinance, until the amount so transferred to the Lemont Senior Housing Sub - Fund shall equal the amount of Incremental Taxes received by the Village Treasurer during the then - current year in respect of the Lemont Senior Housing Project Area; provided that the Bond Registrar shall not transfer any of such monies to the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund in any year unless the Bond Registrar shall have received a copy of the paid real estate tax bill in respect of the Lemont Senior Housing Project Area or other evidence satisfactory to the Bond Registrar demonstrating the payment in full of the real estate taxes in respect of the Lemont Senior Housing Project Area and the amount of Incremental Property Taxes generated by the Lemont Senior Housing Project Area. The Bonds are secured by a pledge of all of the moneys on deposit in the 292130.1 - 13 - Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund, in the priority of lien as provided below, and such pledge is irrevocable until the obligations of the Village are discharged under this Ordinance. As provided in the Act, the Incremental Property Taxes are to be paid to the Village Treasurer by the officers who collect or receive the Incremental Property Taxes. Whenever the Village Treasurer receives any of the Incremental Property Taxes in respect of the Lemont Senior Housing Project Area, he or she shall promptly deposit the same into the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund. The moneys on deposit in the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund shall be used by the Village and the Bond Registrar solely and only for the purpose of carrying out the terms and conditions of this Ordinance and shall be deposited as provided below to the separate accounts hereby created within the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund to be known as the "Senior Lien Principal and Interest Account" and the "General Account." As moneys are deposited by the Village Treasurer into the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund, without any further official action or direction he or she shall credit to and deposit the same in the following accounts, in the order in which hereinafter mentioned, as follows: 292130.7 (a) The Senior Lien Principal and Interest Account. The Village Treasurer shall credit to and immediately transfer into the Senior Lien Principal and Interest Account all of the Incremental Property Taxes deposited in the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund. Not later than ten days prior to each principal payment date, the Village Treasurer shall conduct an accounting (an "Accounting ") to determine the amount of Pledged Taxes necessary to pay the Senior Lien Principal Requirement and the Senior Lien Interest Requirement for the next succeeding Bond Year. Each Accounting shall set forth the aggregate amount of Incremental Property Taxes collected in the current Tax Year and deposited to date in the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund by the Village Treasurer. If an Accounting demonstrates that there are funds in the Senior Lien Principal and Interest Account in excess of the amount necessary to pay such Senior Lien Principal Requirement and such Senior Lien Interest Requirement the Village Treasurer shall transfer such funds to the General Account described below. Except as provided below, moneys to the -14- credit of the Senior Lien Principal and Interest Account shall be used solely and only for the purpose of paying principal of and interest and applicable premium on the Senior Lien Bonds as the same become due at Stated Maturity. (b) The General Account. All moneys remaining in the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund, after crediting the required amounts to the Senior Lien Principal and Interest Account, shall be transferred by the Village Treasurer for credit to the General Account. Moneys on deposit in the General Account which have been transferred to the General Account from the Senior Lien Principal and Interest Account shall be used solely for one or more of the following purposes, and only in the following order of priority among them: (i) for the purpose of paying all or a portion of the principal of and interest on the Lemont Senior Housing Subordinate Obligation in accordance with the terms of the Redevelopment Agreement; or (ii) following payment in full of the Series 2000 Bonds and the Lemont Senior Housing Subordinate Obligation, for any other purpose set forth in the Redevelopment Plan for the Project as may be authorized under the Act. (c) The Rebate Account. There is hereby created a separate and special account within the Special Tax Allocation Fund known as the "Rebate Account," into which there shall be deposited as directed by the Village and as necessary investment earnings in the Senior Lien Principal and Interest Account to the extent required so as to maintain the Tax Exempt status of interest on Bonds issued on a Tax Exempt basis. All rebates, special impositions or taxes for such purpose payable to the United States of America (Internal Revenue Service) shall be payable from the Rebate Account. (d) Investments. The moneys on deposit in the Lemont Senior Housing Sub - Fund of the Special Tax Allocation Fund may be invested from time to time in Qualified Investments. Any such investments may be sold from time to time as moneys may be needed for the purposes for which the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund has been created. In addition, the Village Treasurer shall (with or without direction from the Corporate Authorities) sell such investments when necessary to remedy any deficiency in the Special Tax Allocation Fund and such accounts. All investment earnings shall be attributed to the fund or account for which the investment was made. Section 9. General Covenants. The Village covenants and agrees with the holders of the Bonds that, so long as any Bonds remain outstanding and unpaid: 2923O.1 (a) The Village will punctually pay or cause to be paid from the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund the principal of, interest on and premium, if any, to become due in respect of the Bonds in strict conformity with the terms of the Bonds and this Ordinance, and it will faithfully observe and perform all of the conditions, covenants and requirements thereof. - 15 - 292130.1 (b) The Village will pay and discharge, or cause to be paid and discharged, from the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund any and all lawful claims which, if unpaid, might become a lien or charge upon the Pledged Taxes, or any part thereof, or upon any funds in the hands of the Village Treasurer, or which might impair the security of the Bonds. Nothing contained in this Ordinance shall require the Village to make any such payment so long as the Village in good faith shall contest the validity of said claims. (c) The Village will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Village, in which complete and correct entries shall be made of all transactions relating to the Project and to the Pledged Taxes. Such books of record and accounts shall at all times during business hours be subject to the inspection of the holders of not less than ten per cent (1001o) of the aggregate principal amount of the Series 2000 Bonds then outstanding, or their representatives authorized in writing. The Village will prepare or cause the preparation of complete financial statements with respect to the preceding fiscal year showing the Pledged Taxes received, all disbursements from the funds and accounts created by this Ordinance and the financial condition of the Project, including the balances in all funds and accounts relating to the Bonds and the Project as of the end of such fiscal year, which statements shall be accompanied by a certificate or opinion in writing of an Independent certified public accountant. The Village will furnish a copy of such statements to any registered owner of ten percent (10 %) or more in aggregate principal amount of outstanding Series 2000 Bonds, upon written request of such owner. (d) The Village will preserve and protect the security of the Bonds and the rights of the registered owners of the Bonds, and will warrant and defend their rights against all claims and demands of all persons. From and after the sale and delivery of any of the Bonds, respectively, by the Village, the Bonds shall be incontestable by the Village. (e) The Village will continue to implement the Project with all practicable dispatch in accord with its stated objectives and purposes in conformity with the Redevelopment Plan and the Act. (f) The Village will adopt, make, execute and deliver any and all such further ordinances, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention of, or to facilitate the performance of, this Ordinance, and for the better assuring and confirming unto the registered owners of the Bonds of the rights and benefits provided in this Ordinance. (g) So long as any Bonds remain outstanding, the Village will take no action, nor will the Village omit to take any action, which act or omission will in any way adversely affect the ability of the Village to collect the Pledged Taxes, and the Village and its officers will comply with all present and future applicable laws in order to assure that the Pledged Taxes will be collected and deposited in the funds and accounts as in this Ordinance provided. The Village hereby expressly warrants, covenants and agrees that it will enforce the Redevelopment Agreement and all rights and interests inuring to the Village thereunder. - 16 - Section 10. Sale of the Series 2000 Bonds; Approval of Documents. As soon as may be after this Ordinance becomes effective, the Series 2000 Bonds shall be executed by the Village Treasurer and be by him or her delivered to their purchasers, Michael Pizzuto and Paul Berglund, registered to or upon its order, as provided in the Redevelopment Agreement. Any Designated Officer and such other officers of the Village as may be necessary are hereby authorized to execute such documents as may be necessary to implement the Project and to effect the issuance and delivery of the Series 2000 Bonds, and execution of the Series 2000 Senior Lien Bonds by such officer is hereby deemed conclusive evidence of approval of the Series 2000 Senior Lien Bonds with such changes as may be effected. Section 11. Use of Series 2000 Senior Lien Bond Proceeds. The proceeds derived from the sale of the Series 2000 Bonds shall be used by the Developer to pay a portion of the Project Costs relating to the Lemont Senior Housing Project Area and shall be deemed fully expended immediately upon the issuance and delivery of the Series 2000 Senior Lien Bonds. Section 12. Arbitrage. The Corporate Authorities certify and covenant with the purchasers and holders of the Bonds from time to time outstanding, that so long as any of the Bonds remain outstanding, moneys on deposit in any fund or account in connection with the Bonds, whether or not such moneys were derived from the proceeds of the sale of the Bonds, or from any other sources, will not be used in a manner which will cause such Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code and any lawful regulations promulgated or proposed thereunder, as the same presently exist, or may from time to time hereafter be amended, supplemented or revised. The Corporate Authorities reserve the right, however, to make any investment of such moneys permitted by Illinois law and this Ordinance, if, when and to the extent that said Section 148(a) or regulations promulgated thereunder shall be repealed or relaxed or shall be held void by final decision of a court of competent jurisdiction, but only if any investment made by virtue of such repeal, 2_92130.1 - 1 7 - relaxation or decision would not, in the opinion of counsel of recognized competence in such matters, result in making the interest on the Bonds, respectively, subject to federal income taxation. Section 13. Additional Bonds. The Village reserves the right to issue Additional Bonds from time to time for the purposes authorized in the Redevelopment Plan, provided that such Additional Bonds shall have no claim to the Pledged Taxes unless and until no Series 2000 Bonds remain outstanding and the Lemont Senior Housing Subordinate Obligation has been paid in full. Notwithstanding the foregoing restrictions, if, prior to the payment in full of the Series 2000 Bonds, the Village shall determine, as hereinafter provided in Section 14 of this Ordinance, to refund part or all of the Series 2000 Bonds then Outstanding, said Series 2000 Bonds may be refunded, and any refunding bonds or obligations so issued shall share ratably and equally in the Pledged Taxes with the portion, if any, of the Series 2000 Bonds which is not refunded; provided, further, that if any portion of the Series 2000 Bonds is refunded such that the interest rate is increased or the refunding bonds or obligations mature at a date earlier than the maturity of the Series 2000 Bonds not refunded, then such refunding bonds or obligations shall be in all respects subordinate to Bonds and shall not share ratably and equally in the Pledged Taxes with the portion of the Series 2000 Bonds remaining outstanding, except that if it is found necessary to refund any annual installment of the Series 2000 Bonds at maturity or within one year of maturity thereof in order to prevent a default, such refunding bonds or obligations may be issued to share ratably and equally in the Pledged Taxes with the portion of the Series 2000 Bonds not refunded notwithstanding the fact that the interest rate is increased, provided, however, that such refunding bonds or obligations shall not mature at a date earlier than the maturity of any installment of principal of and interest on said Series 2000 Bonds not refunded and then outstanding. Section 14. Refunding Bonds. Refunding bonds issued to refund, whether at or in advance of maturity, Bonds issued under this Ordinance, may be issued by the Corporate Authorities 292130.1 - 1 8 - under this Ordinance, and, upon such issuance, shall be "Bonds" as defined under this Ordinance, subject to the limitations of this Ordinance; provided, that the principal amount of such refunding Bonds shall not exceed the principal amount of the Bonds refunded and such refunding bonds may be issued only with the consent of the registered owners of not less than 66213% in aggregate principal amount of the Bonds at the time outstanding. Section 15. Evidence of Bondholder Action. Any request, direction or other instrument required by this Ordinance to be signed or executed by Bondholders may be in any number of concurrent writings of similar tenor and may be signed or executed by such Bondholders in person or by agent appointed in writing. Proof of the execution of any such request, direction or other instrument, or of the writing appointing such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any purpose of this Ordinance: (a) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction, who, by the laws thereof, has power to take acknowledgments within said jurisdiction, to the effect that the person signing such writing acknowledged before her the execution thereof, or by an affidavit of a witness to such execution; (b) The ownership of the Bonds shall be proved by the Bond Register. Section 16. Payment and Discharge; Refunding. The Bonds may be discharged, payment provided for, and the Village's liability terminated as follows: (a) Discharge of Indebtedness. If (i) the Village shall pay or cause to be paid to the registered owners of the Bonds the principal, premium, if any, and interest to become due thereon at the times and in the manner stipulated therein and in this Ordinance, (ii) all fees and expenses of the Bond Registrar shall have been paid, and (iii) the Village shall keep, perform and observe all and singular the covenants and promises in the Bonds and in this Ordinance expressed as to be kept, performed and observed by it or on its part, then these presents and the rights hereby granted shall cease, determine and be void. If the Village shall pay or cause to be paid to the registered owners of all outstanding Bonds of a particular series, or of a particular maturity within a series, the principal, premium, if any, and interest to become due thereon at the times and in the manner stipulated therein and in this Ordinance, such Bonds shall cease to be entitled to any lien, benefit or security under this Ordinance, and all covenants, agreements and obligations of the Village to the holders of such Bonds shall thereupon cease, terminate and become void and discharged and satisfied. 292130.1 - 19 - (b) Provision for Payment. Bonds for the payment or redemption of which sufficient monies or sufficient Government Securities shall have been deposited with the Bond Registrar (whether upon or prior to the maturity or the redemption date of such Bonds) shall be deemed to be paid within the meaning of this Ordinance and no longer outstanding under this Ordinance; provided, however, that if such Bonds are to be redeemed prior to the maturity thereof, notice of such redemption shall have been duly given as provided in this Ordinance or arrangements satisfactory to the Bond Registrar shall have been made for the giving thereof. Government Securities shall be considered sufficient only if said investments are not redeemable prior to maturity at the option of the issuer and mature and bear interest in such amounts and at such times as will assure sufficient cash to pay currently maturing interest and to pay principal and redemption premiums if any when due on the Bonds without rendering the interest on any Bonds taxable under the Internal Revenue Code of the United States. The Village may at any time surrender to the Bond Registrar for cancellation by it any Bonds previously authenticated and delivered under this Ordinance, which the Village may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. (c) Termination of Village's Liability. Upon the discharge of indebtedness under paragraph (a) of this Ordinance, or upon the deposit with the Bond Registrar of sufficient money and Government Securities (such sufficiency being determined as provided in paragraph (b) of this Ordinance) for the retirement of any particular Bond or Bonds, all liability of the Village in respect of such Bond or Bonds shall cease, determine and be completely discharged and the holders thereof shall thereafter be entitled only to payment out of the money and the proceeds of the Government Securities deposited with the Bond Registrar as aforesaid for their payment, subject to the provisions of paragraph (d). (d) Unclaimed Monies. The Bond Registrar shall continue to hold in trust all monies held by it for the payment of principal of and interest and redemption premium, if any, on the Bonds until said Bonds shall have been presented for payment. If, after the expiration of the pertinent statute of limitations (as to which the Bond Registrar may rely upon counsel of its own choosing), any money remains unclaimed, the Bond Registrar shall pay said money over to the Village for use for any lawful corporate purpose or shall pay such money as is then otherwise provided by law. as follows: 292130.1 Section 17. Supplemental Ordinances. Supplemental ordinances may be passed (a) Supplemental Ordinances Not Requiring Consent of Bondholders. The Village by the Corporate Authorities may adopt an ordinance or ordinances supplemental to this Ordinance, which ordinance or ordinances thereafter shall form a part of this Ordinance, for any one or more of the following purposes: (1) To add to the covenants and agreements of the Village in this Ordinance contained, other covenants and agreements thereafter to be 20 - 292130.1 observed or to surrender, restrict or limit any right or power in this Ordinance reserved to or conferred upon the Village; (ii) To make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in this Ordinance, or in regard to matters or questions arising under this Ordinance, as the Village may deem necessary or desirable and not inconsistent with this Ordinance and which shall not adversely affect the interests of the registered owners of the Bond; (iii) To designate one or more bond registrars or paying agents; and (iv) as to Bonds which are authorized but unissued under this Ordinance: (1) to change the amount of Bonds authorized, or (2) to change in any way the terms upon which such Bonds may be issued or secured. Any supplemental ordinance authorized by the provisions of this Section may be passed by the Village without the consent of or notice to the registered owners of any of the Bonds at the time outstanding, notwithstanding any of the provisions of paragraph (b) of this Section. (b) Supplemental Ordinances Requ i ring Consent of Bondholders. With the consent (evidenced as provided in Section 15) of the registered owners of not less than 662/3% in aggregate principal amount of the Bonds at the time outstanding, the Village, by the Corporate Authorities may adopt from time to time and at any time an ordinance or ordinances supplemental to this Ordinance for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Ordinance or of any supplemental ordinance; provided that no such modification or amendment shall extend the maturity or reduce the interest rate on or otherwise alter or impair the obligation of the Village to pay the principal, interest or redemption premium, if any, at the time and place and at the rate and in the currency provided therein of any Bond without the express consent of the registered owner of such Bond, or permit the creation of a preference or priority of any Bond or Bonds over any other Bond or Bonds, or reduce the percentage of Bonds required for the affirmative vote or written consent to an amendment or modification, or deprive the registered owners of the Bonds (except as aforesaid) of the right to payment of the Bonds from the taxes pledged thereto without the consent of the registered owners of all the Bonds (as the case may be) then Outstanding. It shall not be necessary for the consent of the Bondholders under this paragraph to approve the particular form of any proposed supplemental ordinance, but it shall be sufficient if such consent shall approve the substance thereof. (c) Supplemental Ordinance to Modify this Ordinance. Upon the execution of any supplemental ordinance pursuant to the provisions of this Section, this Ordinance shall be modified and amended in accordance therewith and the respective rights, duties and obligations under this Ordinance of the Village and all registered owners of Bonds outstanding -21 - thereunder shall thereafter be determined, exercised and enforced under this Ordinance subject in all respects to such modification and amendments, and all the terms and conditions of any such supplemental ordinance shall be and be deemed to be part of the terms and conditions of this Ordinance for any and all purposes. (d) Notation on Bonds. Bonds authenticated and delivered after the execution of any supplemental ordinance pursuant to the provisions of this Section may bear a notation as to any matter provided for in such supplemental ordinance, and if such supplemental ordinance shall so provide, new bonds, so modified as to conform, in the opinion of the Corporate Authorities, to any modification of this Ordinance contained in any such supplemental ordinance, may be prepared by the Village, authenticated by the Bond Registrar and delivered without cost to the registered owners of the Bonds then outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amounts. Section 18. This Ordinance a Contract. The provisions of this Ordinance shall constitute a contract between the Village and the registered owners of the Bonds, and upon the acceptance of the duties under this Ordinance between the Village and the Bond Registrar, and no changes, additions or alterations of any kind shall be made to this Ordinance, except as in this Ordinance provided. Section 19. Partial Invalidity. If any section, paragraph, clause or provision of this Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the other provisions of this Ordinance. Section 20. Registered Form. The Village recognizes that Section 149 of the Code requires the Bonds to be issued and to remain in fully registered form in order that interest thereon is exempt from federal income taxation under laws in force at the time the Bonds are delivered. In this connection, the Village agrees that it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form. Section 21. List of Bondholders. The Bond Registrar shall maintain a list of the names and addresses of the holders of all Bonds and upon any transfer shall add the name and address of the new Bondholder and eliminate the name and address of the transferor Bondholder. 292130.1 - 22 - Section 22. Rights and Duties of Bond Registrar. If requested by the Bond Registrar, any Designated Officer is authorized to execute the Bond Registrar's standard form of agreement between the Village and the Bond Registrar with respect to the obligations and duties of the Bond Registrar under this Ordinance which may include the following: (a) to act as bond registrar, authenticating agent, paying agent and transfer agent as provided in this Ordinance; (b) to maintain a list of Bondholders as set forth in this Ordinance and to furnish such list to the Village upon request, but otherwise to keep such list confidential; (c) to give notice of redemption of the Developer Note as provided in this Ordinance; (d) to cancel and/or destroy Bonds which have been paid at maturity or upon earlier redemption or submitted for exchange or transfer; (e) to furnish the Village at least annually a certificate with respect to Bonds canceled and/or destroyed; and (f) to furnish the Village at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. The Village Clerk of the Village is hereby directed to file a certified copy of this Ordinance with the Bond Registrar. Section 23. Prior Inconsistent Proceedings. All ordinances, resolutions or orders, or parts thereof, in conflict with the provisions of this Ordinance, are to the extent of such conflict hereby repealed. Section 24. Immunity of Officers, Employees and Members of Village. No recourse shall be had for the payment of the principal of or premium or interest on any of the Bonds or for any claim based thereon or upon any obligation, covenant or agreement in this Ordinance contained against any past, present or future officer, director, member, employee or agent of the Village, or of any successor public corporation, as such, either directly or through the Village or any successor public corporation, under any rule of law or equity, statute or constitution or by the enforcement of any 292130.1 - 23 - assessment or penalty or otherwise, and all such liability of any such officers, directors, members, employees or agents as such is hereby expressly waived and released as a condition of and consideration for the passage of this Ordinance and the issuance of such Bonds. Section 25. Publication. This Ordinance shall be published within ten (10) days of its passage in pamphlet form, by authority of the Corporate Authorities, and upon approval shall be in full force and effect. Section 26. Reimbursement. None of the proceeds of the Series 2000 Bonds will be used to pay, directly or indirectly, in whole or in part, for an expenditure that has been paid by the Village prior to the date of this Ordinance except architectural or engineering costs incurred by the Village prior to commencement of the Project or expenditures for which an intent to reimburse has been properly declared under Treasury Regulations Section 1.150 -2. This Ordinance is in itself a declaration of official intent under Treasury Regulations Section 1.150 -2 as to all costs of the Project paid after the date of this Ordinance and prior to the issuance of the Series 2000 Bonds. Passed on May 22, 2000. 292130.1 - 24 - AYES: NAYS: ABSENT: / APPROVED on May 22, 200 • . Lem: • ' ounty, Illinois PUBLISHED in pamphlet form on May 22, 2000. RECORDED in the Village records on May 22, 2000. Attest: i■e Village Clerk, Village of Lemont, Cook County, Illinois 292130.1 -25- EXHIBIT A Legal Description of the TIF Area REDEVELOPMENT PROJECT AREA LEGAL DESCRIPTION The boundaries of the Downtown Lemont Redevelopment Project Area (hereinafter referred to as the Redevelopment Project Area) have been carefully drawn to include only those contiguous parcels of real property and improvements thereon substantially benefited by the proposed redevelopment project improvements to be undertaken as part of this Redevelopment Plan. The boundaries are more specifically shown in Figure 1, Boundary Map, and more particularly described as follows: That part of the South half of Section 20, Township 37 North, Range 11 East of the Third Principal Meridian, described as follows: Beginning at the Northeast corner of said South half of Section 20; thence West along the North line of said South half (also being the North line of Lot I in County Clerk's Division of Section 20) a distance of 1460 feet more or Tess to a bend in said Lot 1; thence Southwesterly 960 feet along the Northwesterly line of Lots 1 and 2 in said County Clerk's Division to a North -South alley in Singer and Talcotta Stone Company Subdivision; thence Northwesterly 180 feet more or Tess to the South line of Lot 209 in Sanitary District Trustee's Subdivision in said Section 20; thence Southwest 140 feet along last said South line to the Southeasterly line of the Atchison, Topeka and Santa Fe Railroad right-of-way; thence Southwesterly 560 feet along last said right -of -way line to the East I ine of the additional Railroad right -of -way taken by said Railroad under Document No. 22695261; thence Southeast 80 feet along last said East line to the South line of last said Document; thence Southwesterly 194 feet along last said South line to the East line of the West 400.50 feet of Lot 9 in County Clerk's Division; thence South 110 feet along last said line to a line 60 feet North of and parallel to the North line of the North Reserve of the Illinois and Michigan Canal; thence Westerly 400 feet along last described line to the East right -of -way line of State Street; thence Northerly 80 feet along last said East right -of -way line to the South line of the original Atchison, Topeka and Santa Fe Railroad right -of -way; thence Southeasterly 700 feet more or less along last said original right -of -way to the West line of the East half of the Southwest quarter of said Section 20; thence South along last said West line to the line of the Gulf, Mobile and Ohio Railroad right -of -way; thence East 60 feet more of less along last North right -of -way line to the West line of Block 9 in the Village of Lemont; thence Southeasterly 160 feet more of Tess along last said West line to the South right -of -way line of New Avenue; thence Easterly along last said right -of -way line to a point 30 feet West of Lockport Street; thence Southeast to a point in the West line of Lockport Street 20 feet South of the South line of New Avenue; thence Southeasterly along the West line of Lockport Street to the South line of the East -West alley in Blocks 7 and 8 of the Village of Lemont as recorded August 8, 1874 as Document No. 184242; thence Northeasterly 902 feet along last said South line to the West line of Lemont Street; thence Southeasterly 198 feet along last said West line to the South line of Cass Street; thence Northeasterly 526 feet along last said South line to the East line of Stephen Street; thence Northwesterly 300 feet more or less to the South line of Illinois Street; thence Northeasterly 1990 feet more or less along last said South line to the East line of Pruyne Street in the Town of Athens; thence Northeasterly along the Southeast line of the Illinois Street cutoff to merge with Main Street to the East line of said Section 20; thence North 660 feet more or less along 292130.1 last said East line to the North line of the South half of said-Section 20 and being the place of beginning, all in the Village of Lemont, Cook County, Illinois. 292130.1 EXHIBIT B Legal Description of Lemont Senior Housing Project Area and PIN Numbers Legal Description: PARCEL 1: Lots 1, 2, 3, 4 and 5 in Block 12; Lots 1, 2, 3, 4 and 5 in Block 13; Lots 1, 2, 3, 4, 5, 6, 7, 8, 9 and 10 in Block 15; Lots 1 to 10, both inclusive, in Block 16; all in Town of Athens, being a subdivision in the North part of the East 1/2 of the Southeast 1/4 of Section 20, Township 37 North, Range 11, East of the Third Principal Meridian; Except the railroad rights of way in and across said Lots 6, 7, 8, 9 and 10 in Block 15 and Lots 6, 7, 8, 9 and 10 in Block 16; in Cook County, Illinois. PARCEL 2: That part of Catherine Street, Julia Street and Grove Street adjoining Blocks 12, 13, 15 and 16, Town of Athens aforesaid, and that part of Grant Street adjoining Blocks 13, 14 and 15, Town of Athens aforesaid, and that part of Canal Avenue adjoining Blocks 12 and 13, Town of Athens aforesaid, and bounded Westerly by the West line of said East 1/2 of the Southeast 1/4 of Section 20; except the railroad rights of way in and across said Streets; in the East 1/2 of the Southeast 1/4 of Section 20, Township 37 North, Range 11, East of the Third Principal Meridian, in Cook County, Illinois. NOTE: The above Parcel 2 legal description is for convenience purposes only and is not an insured description, based on the description furnished us, and is subject to such amendments and modifications as deemed necessary upon our receipt and examination of proper vacation ordinance(s) of the Village of Lemont vacating said above - described streets or parts thereof. PARCEL 4: Lot 5 in Block 11 in Town of Athens, being a subdivision in the North part of the East 1/2 of the Southeast 1/4 of Section 20, Township 37 North, Range 11, East of the Third Principal Meridian, in Cook County, Illinois. PARCEL 5: Lots 5 and 6 in Block 17 in Town of Athens, being a subdivision in the North part of the East 1/2 of the Southeast 1/4 of Section 20, Township 37 North, Range 11, East of the Third Principal Meridian, Except the railroad rights of way in and across said Lot 6, in Cook County, Illinois. 292130.1 PIN Numbers: 22- 20-408 -001 22- 20-408 -002 22- 20-408 -003 22- 20-408 -004 22- 20- 408 -005 22- 20- 409 -001 22- 20- 409 -002 22- 20- 409 -003 22- 20-409 -004 22- 20-409 -005 22- 20-413 -001 22- 20- 413 -002 22- 20-413 -003 22- 20- 413 -004 22- 20- 413 -005 22- 20-413 -006 22- 20- 413 -007 22- 20-413 -008 22- 20-413 -009 22- 20-413 -010 22- 20- 414 -001 22- 20-414 -002 22- 20- 414 -003 22- 20-414 -004 22- 20- 414 -005 22- 20- 414 -006 22- 20- 414 -007 22 -20- 414 -008 22 -20- 414 -009 22- 20- 414 -010 22- 20-410 -001 22- 20-415 -001 22- 20-415 -005 292130.1 EXHIBIT C REGISTERED REGISTERED NO $ UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF COOK VILLAGE OF LEMONT SENIOR LIEN TAX INCREMENT REVENUE BOND (LEMONT SENIOR HOUSING L.P.I. PROJECT), SERIES 2000 Original Original Yield to Maturity Dated Principal Maturity: 13.5% Date: January 1, Date: , Amount: $ CUSIP Registered Owner: Maturity Amount: KNOW ALL PERSONS BY THESE PRESENTS, that the Village of Lemont, Cook County, Illinois (the "Village "), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, the Maturity Amount identified above. The amount of interest payable on this Bond on the Maturity Date of this Ordinance is the amount of interest accrued from the Dated Date of this Ordinance at an annual compounding rate necessary to produce the Original Yield to Maturity set forth above, compounded annually on each January 1, commencing January 1, 2000. The Maturity Amount of this Bond is payable in lawful money of the United States of America upon presentation and surrender of this Bond at the principal office of the Village Treasurer of the Village, at the Village Hall in Lemont, Illinois, as bond registrar and paying agent (the "Bond Registrar "). The Compound Accreted Value of this Bond on January 1 of each year, commencing January 1, 2000, determined by the annual compounding described in this paragraph shall be as set forth in the table of Compound Accreted Values attached to this Ordinance. This bond and each bond of the series of which it forms a part (together, the "Bonds "), are issued pursuant to Division 74.4 of Article 11 of the Illinois Municipal Code, and all laws amendatory thereof and supplemental thereto, and specifically as supplemented by the Local Government Debt Reform Act, as supplemented and amended (collectively, the "Act "), and the Maturity Amount of the Bonds is payable solely from (i) so much of the ad valorem taxes, if any, arising 292130.1 from the taxes levied upon taxable real property in the Village of Lemont Tax Increment Redevelopment Project Area established by the Village in accord with the provisions of the Act (the "TIF Area ") by any and all taxing districts or municipal corporations having the power to tax real property in the TIF Area, which taxes are attributable to the increase in the then current equalized assessed valuation of each taxable lot, block, tract or parcel of real property in the TIF Area over and above the initial equalized assessed value of each such piece of property, all as determined by the County Clerk of The County of Cook, Illinois, in accordance with the provisions of the Act (the "Incremental Property Taxes ") as shall equal the amount of Incremental Property Taxes in respect of the Lemont Senior Housing Project Area (as defined in the Bond Ordinance described below) within the TIF Area and (ii) the amounts on deposit in and pledged to the various funds and accounts of the Lemont Senior Housing Sub -Fund of the 1991 Village of Lemont Tax Increment Redevelopment Project Area Special Tax Allocation Fund (the "Special Tax Allocation Fund ") heretofore established by the Village in connection with the designation of the TIF Area. The Incremental Property Taxes described in the immediately preceding sentence constitute the "Pledged Taxes" under the hereinafter defined Bond Ordinance. The Bonds are being issued for the purposes of paying a portion of certain costs of a redevelopment project in the TIF Area, all as more fully described in proceedings adopted by the President and Board of Trustees of the Village (the "Corporate Authorities ") pursuant to the Act and in an ordinance authorizing the issuance of the Bonds adopted by the Corporate Authorities on the 22nd day of May, 2000 (the "Bond Ordinance "), to all the provisions of which the holder by the acceptance of this Bond assents. The Bonds, together with the Compound Accreted Value thereof, are limited obligations of the Village, payable solely from the Pledged Taxes and the amounts on deposit in and pledged to the various funds and accounts of the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund as provided in the Bond Ordinance. For the prompt payment of this Bond at maturity the Pledged Taxes are hereby irrevocably pledged. THE BONDS DO NOT CONSTITUTE AN INDEBTEDNESS OF THE VILLAGE WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION OR LIMITATION. NO HOLDER OF THIS BOND SHALL HAVE THE RIGHT TO COMPEL THE EXERCISE OF ANY TAXING POWER OF THE VILLAGE FOR PAYMENT OF THE COMPOUND ACCRETED VALUE Of THE BONDS. Under the Act and the Bond Ordinance, the Pledged Taxes shall be deposited in the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund. Moneys on deposit in the Lemont Senior Housing Sub -Fund of the Special Tax Allocation Fund shall be used first and are pledged for paying the Compound Accreted Value of the Bonds and then in making any further required payments to the funds and accounts as provided by the terms of the Bond Ordinance. [Additional Bonds on a parity with the Bonds may be issued pursuant to the terms of the Bond Ordinance. This Bond is transferable by the registered holder of this Ordinance in person or by such person's attorney duly authorized in writing at the principal office of the Bond Registrar in Lemont, Illinois, but only in the manner, subject to the limitations and upon payment of the charges provided in the Bond Ordinance, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of authorized denominations of the same maturity and for the same aggregate Original Principal Amount will be issued to the transferee in exchange therefor. The Bonds are issued in fully registered form in Original Principal Amounts as set forth in the Bond Ordinance and integral multiples thereof. This Bond may be exchanged at the principal office of the Bond Registrar upon the terms set forth in the Bond Ordinance. 292130.1 -2- The Village and the Bond Registrar may deem and treat the registered holder of this Ordinance as the absolute owner of this Ordinance for the purpose of receiving payment of or on account of Maturity Amount due hereon and for all other purposes and neither the Village nor the Bond Registrar shall be affected by any notice to the contrary. The Bonds are not subject to optional or mandatory redemption prior to maturity. The rights and obligations of the Village and of the registered owners of Bonds of the series of which this Bond is one may be modified or amended at any time with the consent of the Village and of the holders of not less than sixty -six percent (66 %) in aggregate principal amount of outstanding Bonds in the manner, to the extent, and upon the terms provided in the Bond Ordinance, provided that no such modification or amendment shall extend the maturity or reduce the interest rate on or otherwise alter or impair the obligation of the Village to pay the Compound Accreted Value at the time and place and at the rate and in the currency provided therein of any Bond without the express consent of the registered owner of such Bond, or permit the creation of a preference or priority of any Bond or Bonds over any other Bond or Bonds, or reduce the percentage of Bonds required for the affirmative vote or written consent to an amendment or modification, all as more fully set forth in the Bond Ordinance. It is hereby certified and recited that all conditions, acts and things required by law to exist or to be done precedent to and in the issuance of this Bond did exist, have happened, been done and performed in regular and due form and time as required by law, and the Village hereby covenants and agrees that it has made provision for the segregation of the Pledged Taxes and that it will properly account for said taxes and will comply with all the covenants of and maintain the funds and accounts as provided by the Bond Ordinance. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar. IN WITNESS WHEREOF, said Village of Lemont, Cook County, Illinois, by its President and Board of Trustees, has caused this Bond to b • gned by the manual or duly authorized facsimile signatures of the President and Village Clerk, its corporate seal or a facsimile thereof to be impressed or reproduced hereon, all as appeari ereon and as of the Dated Date identified above. Date of Authentication: 292130.1 Pre 3 CERTIFICATE OF AUTHENTICATION Bond Registrar and Paying Agent: Village Treasurer, Lemont, Illinois This Bond is one of the Bonds described in the within mentioned Ordinance and is one of the Senior Lien Tax Increment Revenue Bonds (Lemont Senior Housing L.P.I. Project), Series 2000, of the Village of Lemont, Cook County, Illinois. Village Treasurer, Lemont, Illinois, as Bond Registrar By Authorized Agent (ASSIGNMENT) FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint or its successor as attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to 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. 292130.1 - 4 -