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O-763-92 11/09/92ORDINANCE NO. 7 3 AN ORDINANCE providing for the issue of $165,000 General Obligation Bonds of the Village of Lemont, Cook, DuPage and Will Counties, Illinois, and for the levy of a direct annual tax sufficient to pay the principal and interest on said bonds. WHEREAS, the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Village ") is a municipal corporation duly incorporated under the laws of the State of Illinois, and is now operating under the provisions of the Municipal Code of the State of Illinois, and all laws amendatory thereof and supplementary thereto; and WHEREAS, the Village has entered into and now has outstanding and unpaid its Installment Contract in connection with the renovation of the Lemont Village Hall, dated January 16, 1991 (the "Installment Contract "); and WHEREAS, it is necessary and desirable to pay the principal and interest due on December 1, 1992 and June 1, 1993, with respect to the Installment Contract (the "Payments"); and WHEREAS, it is necessary and desirable to reconstruct the parking lot adjacent to the Village Hall and install a sidewalk and drainage improvements in connection therewith (the "Project ", and together with the Payments, the "Purposes "); and WHEREAS, the President and Board of Trustees (the "Board ") of the Village does hereby find that there are not sufficient funds on hand for the purpose of paying the costs of the Purposes, and that the cost thereof, including legal, financial and other expenses, will be not less than $165,000, and that is necessary and in the best interests of the Village to borrow the sum of $165,000 and issue bonds of the Village to evidence the borrowing; and WHEREAS, the Board does hereby find and determine that upon the borrowing of said sum and the issuance of bonds of the Village in the amount of $165,000, all in accordance with the provisions of the Section 8-5 -16 of the Illinois Municipal Code, as amended, the aggregate outstanding bonds of the Village issued pursuant to said Section, including the bonds herein authorized, will not exceed one -half of one per cent of the assessed value of all of the taxable property located within the Village, and accordingly, the Board is authorized to issue such bonds without submitting the question of such issuance to the electors of the Village: 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. Incorporation of Preambles. The Board hereby finds that all of the recitals contained in the preambles to this ordinance are full, true and correct and does incorporate them into this ordinance by this reference. Section 2. Authorization. In order to raise the sum of $165,000 needed at this time for the purpose of paying the costs of the Purposes, there shall be borrowed by, for and on behalf of the Village the sum of $165,000 and to evidence said loan, bonds of the Village shall be issued. Said bonds shall each be designated "General Obligation Bond" and shall be dated December 1, 1992 (the "Bonds "), and shall also bear the date of authentication, shall be in fully registered form, of the denomination of $5,000 each and authorized integral multiples thereof and shall become due and payable (without option of prior redemption) on December 1, 1993, and shall bear interest at the rate of 4.00% per annum. The Bonds shall bear interest from their date until the principal amount of the Bonds is paid, such interest (computed upon the basis of a 360 -day year of twelve 30 -day months) being payable on December 1, 1993. Interest on each Bond shall be paid by check or draft of the Village Treasurer (the "Paying Agent"), payable upon presentation in lawful money of the United States of America, to the person in whose name such Bond is registered at the close of business on the 15th day of the month next preceding the interest payment date. The principal of the Bonds shall be payable in lawful money of the United States of America at the office of the Paying Agent located in the Village. The seal of the Village shall be affixed to or printed on each of the Bonds and the Bonds shall be signed by the manual or duly authorized facsimile signature of the President and be attested by the manual or duly authorized facsimile signature of the Village Clerk, 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 thereon a certificate of authentication substantially in the form hereinafter set forth duly executed by Municipal Services Corporation, Wheaton, lllinois (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. Section 3. Registration of Bonds; Persons Treated as Owners. The Village shall cause books for the registration and for the transfer of the Bonds as provided in this ordinance to be kept at the office of the Bond Registrar, which is hereby constituted and appointed the registrar of the Village for the Bonds. 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 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 his 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, for a 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, provided, however, the principal amount of outstanding Bonds of each maturity authenticated by the Bond Registrar shall not exceed the authorized principal amount of Bonds for such maturity less previous retirements. The Bond Registrar shall not be required to transfer or exchange any Bond during the period beginning on the close of business on the 15th day next preceding any interest payment date on such Bond and ending at the close of business on the day preceding such interest payment date. 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 or interest on any Bond shall be made only to or upon the order of the registered owner thereof or his 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 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 Bonds. Section 4. Form of Bond. The Bonds shall be in substantially the following form; provided, however, that if the text of the Bond is to be printed in its entirety on the front side of the Bond, then paragraph [2] and the legend, "See Reverse Side for Additional Provisions ", shall be omitted and paragraphs [6] through [9] shall be inserted immediately after paragraph [1]: (Form of Bond - Front Side) REGISTERED NO. UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF COOK, DUPAGE AND WILL VILLAGE OF LEMONT GENERAL OBLIGATION BOND See Reserve Side for Additional Provisions REGISTERED Interest Maturity Dated Rate: 4.00% Date: December 1, 1993 Date: December 1, 1992 Registered Owner: Principal Amount: [1] KNOW ALL PERSONS BY THESE PRESENTS, that the Village of Lemont., Cook, DuPage and Will Counties, 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 Principal Amount identified above and to pay interest (computed on the basis of a 360 -day year of twelve 30- day months) on such Principal Amount from the date of this Bond at the Interest Rate per annum set forth above on December 1, 1993, until said Principal Amount is paid. Principal of this Bond is payable in lawful money of the United States of America at the office of the Village Treasurer, as paying agent (the "Paying Agent"), located in the Village. Payment of interest shall be made to the Registered Owner hereof as shown on the registration books of the Village maintained by Municipal Services Corporation, Wheaton, Illinois (the "Bond Registrar ") at the close of business on the 15th day of the month next preceding each interest payment date and shall be paid by check or draft of the Paying Agent, payable upon presentation in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on such registration books or at such other address furnished in writing by such Registered Owner to the Bond Registrar. For the prompt payment of this Bond, both principal and interest at maturity, the full faith, credit and resources of the Village are hereby irrevocably pledged. [2] Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as if set forth at this place. [3] 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; that the indebtedness of the Village, including the issue of bonds of which this is one, does not exceed any limitation imposed by law; and that provision has been made for the collection of a direct annual tax sufficient to pay the interest hereon as it falls due and also to pay and discharge the principal hereof at maturity. THE VILLAGE HAS DESIGNATED THIS BOND AS A "QUALIFIED TAX - EXEMPT OBLIGATION" PURSUANT TO SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF 1986. [4] This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually signed by the Bond Registrar. [5] IN WITNESS WHEREOF, said Village of Lemont, Cook, DuPage and Will Counties, Illinois, by its President and Board of Trustees, has caused its corporate seal to be -7- hereunto affixed or printed hereon, and this Bond to be signed by the manual or duly authorized facsimile signature of the President and be attested by the manual or duly authorized facsimile signature of the Village Clerk, all as of the Dated Date identified above. ATTEST: Village Clerk [SEAL] Date of Authentication: , 19_ CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned ordinance and is one of the General Obligation Bonds of the Village of Lemont, Cook, DuPage and Will Counties, Illinois. MUNICIPAL SERVICES CORPORATION, WHEATON, ILLINOIS, as Bond Registrar By (Manual Signature) Authorized Signature Bond Registrar: Municipal Services Corporation, Wheaton, Illinois Paying Agent: Village Treasurer, Village of Lemont, Cook, DuPage and Will Counties, Illinois [Form of Bond - Reverse Side] Village of Lemont Cook, DuPage and Will Counties, Illinois General Obligation Bond [6] This Bond is one of a series of bonds issued by the Village to pay certain principal and interest payments due on the Installment Contract entered into by the Village principal connection with the renovation of the Lemont Village Hall, dated January 1, 1991, and to pay the costs of the construction and installation of certain parking lot improvements of the Village, pursuant to and in full compliance with the provisions of the Illinois Municipal Code, and all laws amendatory thereof and supplementary thereto, and is authorized by the President and Board of Trustees of the Village by an ordinance duly and properly adopted for that purpose, approved by the President, and published, in all respects as provided by law. [7] This Bond is transferable by the Registered Owner hereof in person or by his attorney duly authorized in writing at the office of the Bond Registrar in Wheaton, Illinois, but only in the manner, subject to the limitations and upon payment of the charges provided in the authorizing 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 principal amount will be issued to the transferee in exchange therefor. [8] The Bonds are issued in fully registered form in the denomination of $5,000 each or authorized integral multiples thereof. This Bond may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations, upon the terms set forth in the authorizing ordinance. [9] The Village and the Bond Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof, and interest due hereon and for all other purposes and neither the Village nor the Bond Registrar shall be affected by any notice to the contrary. (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 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. Section S. Sale of Bonds. The Bonds hereby authorized shall be executed as in this ordinance provided as soon after the passage and effective date hereof as may be, and thereupon be deposited with the Treasurer of the Village, and be by said Treasurer delivered to Bernardi Securities, Inc., Chicago, Illinois, the purchaser thereof, upon receipt of the purchase price therefor, the same being the par value of the Bonds, plus accrued interest to date of delivery. The contract for the sale of the Bonds heretofore entered into is in all respects ratified, approved and confirmed, it being hereby found and determined that said contract is in the best interests of the Village and that no person holding any office of the Village either by election or appointment, is in any manner interested, either directly or indirectly, in his own name or in the name of any other person, association, trust or corporation, in said contract for the purchase of the Bonds. Section 6. Tax Levy. In order to provide for the collection of a direct annual tax sufficient to pay the interest on the Bonds as it falls due, and also to pay and discharge the principal thereof at maturity, there be and there is hereby levied upon all the taxable property within the Village a direct annual tax for each of the years while the Bonds or any of them are outstanding, in amounts sufficient for that purpose, and that there be and there is hereby levied upon all of the taxable property in the Village, the following direct annual tax, to -wit: FOR THE YEAR A TAX SUFFICIENT TO PRODUCE THE SUM OF: 1992 $171,600 for interest and principal up to and including December 1, 1993 Principal or interest maturing at any time when there are not sufficient funds on hand from the foregoing tax levy to pay the same shall be paid from the general funds of the Village, and the fund from which such payment was made shall be reimbursed out of the taxes hereby levied when the same shall be collected. The Village covenants and agrees with the purchasers and the holders of the Bonds that so long as any of the Bonds remain outstanding, the Village will take no action or fail to take any action which in any way would adversely affect the ability of the Village to levy and collect the foregoing tax levy and the Village 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 fund established to pay the principal of and interest on the Bonds. Section 7. Filing of Ordinance. Forthwith upon the passage and effective date of this ordinance, the Village Clerk is hereby directed to file a certified copy of this ordinance with the County Clerks of The Counties of Cook, DuPage and Will, Illinois, and it shall be the duty of said County Clerks annually in and for the year 1992 to ascertain the rate necessary to produce the tax herein levied, and extend the same for collection on the tax books against all of the taxable property within the Village in connection with other taxes levied in said year for Village purposes, in order to raise the amount aforesaid and in said year such annual tax shall be computed, extended and collected in the same manner as now or hereafter provided by law for the computation, extension and collection of taxes for general purposes of the Village, and when collected, the taxes hereby levied shall be placed to the credit of a special fund to be designated "Bond and Interest Fund of 1992" (the "Bond Fund"), which taxes are hereby irrevocably pledged to and shall be used only for the purpose of paying the principal of and interest on the Bonds. Section 8. Use of Bond Proceeds. From the amounts received upon the sale of the Bonds, $32,370 of the principal proceeds shall be deposited into a special fund designated the "General Obligation Bonds, Project Fund" (the "Project Fund"), hereby created, and disbursements shall be made from the Project Fund only for the Project and related purposes, including costs of issuance of the Bonds and other incidental related costs; and $132,630 of the principal proceeds shall be used solely and only to pay the principal and interest due on December 1, 1992, and June 1, 1993, with respect to the Installment Contract and disbursements shall be made only for this purpose. The principal proceeds of the Bonds are accordingly so appropriated. Accrued interest received upon the sale of the Bonds shall be and is hereby appropriated for the purpose of paying first interest due on the Bonds and, to that end, is hereby ordered deposited into the Bond Fund, which fund shall be the fund for the payment of principal of and interest on the Bonds. Taxes received for the payment of the Bonds shall be deposited into the Bond Fund and used solely and only for paying the Bonds. Interest received from deposits in the Bond Fund shall, at the discretion of the Board and to the extent permitted by law, either be transferred to the corporate fund of the Village or be retained in the Bond Fund for payment of the principal of or interest on the Bonds on the interest payment date next after such interest is received. Section 9. Non - Arbitrage and Tax- Exemption. One purpose of this Section is to set forth various facts regarding the Bonds and to establish the expectations of the Board and the Village 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 1.103- 13(a)(2)(ii) 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 owners from time to time of the Bonds. The Board and the Village agree, certify, covenant and represent as follows: (1) All of the amounts received upon the sale of the Bonds, plus all investment earnings thereon (the "Proceeds ") are needed for the purposes for which the Bonds are being issued. (2) Of the Proceeds, $132,630 will be applied to the Payments and expenses incidental thereto. (3) The Village has entered, or will within six months from the date of issue of the Bonds enter, into binding contracts or commitments obligating it to spend at least $7,500 for constructing, acquiring and equipping the Project. It is expected that the work of constructing, acquiring and equipping the Project will continue to proceed with due diligence through December 1, 1995, at which time all of the Proceeds will have been spent. (4) The Village has on hand no funds which could legally and practically be used for the Purposes 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 Village or any agency, department or division thereof that could be used for the Purposes, or (ii) to replace -13- any proceeds of any prior issuance of obligations by the Village. 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. None of the Proceeds will be invested in any investments having a substantially guaranteed Yield for four years or more. For purposes of this Section, "Yield" means that yield (i.e., 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 its purchase price, including accrued interest. (5) Any accrued interest received on the delivery of the Bonds will be deposited in the Bond Fund and used to pay the first interest due on the Bonds. Earnings on investment of moneys in a fund will be credited to that fund. Proceeds of the Bonds other than the portion of Proceeds applied to the Payments will be deposited in the Project Fund, and no other moneys are expected to be deposited therein. Interest on and principal of the Bonds will be paid from the Bond Fund. No Proceeds will be used more than one year after the date of issue of the Bonds for the purpose of paying any principal or interest on any issue of bonds, notes, certificates or warrants or on any other obligation of the Village or for the purpose of replacing any funds of the Village used for such purpose. (6) The Bond Fund is established to achieve a proper matching of revenues and earnings with debt service in each bond year. Other than any amounts held to pay principal of matured Bonds that have not been presented for payment, it is expected that any moneys deposited in the Bond Fund will be spent within the 12 -month period beginning on the date of deposit therein. Any earnings from the investment of amounts in the Bond Fund 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 Bond Fund 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 Bond Fund, or (ii) in the aggregate, one - twelfth (1 /12th) of the annual debt service on the Bonds. (7) Other than the Bond Fund, no funds or accounts have been or are expected to be established, and no moneys or property have been or are expected to be pledged (no matter where held or the source thereof) which will be available to pay, directly or indirectly, the Bonds or restricted so as to give reasonable assurance of their availability for such purposes. No property of any kind is pledged to secure, or is available to pay, obligations of the Village to any credit enhancer or liquidity provider. (8) (a) All amounts on deposit in the Project Fund or the Bond Fund and all Proceeds, no matter in what funds or accounts deposited ( "Gross Proceeds"), to the extent not exempted in (b) below, and all amounts in any fund or account pledged directly or indirectly to the payment of the Bonds which will be available to pay, directly or indirectly, the Bonds or restricted so as to give reasonable assurance of -14- their availability for such purpose contrary to the expectations set forth in (6) above, shall be invested at market prices and at a Yield not in excess of the Yield on the Bonds, plus, for amounts in the Project Fund only, 1/8 of 1 %. (b) The following may be invested without Yield restriction: (i) amounts invested in obligations described in Section 103(a) of the Internal Revenue Code of 1986 (the "Code ") the interest on which is not includable in the gross income of any owner thereof for federal income tax purposes: (ii) amounts deposited in the Bond Fund that are reasonably expected to be expended within 13 months from the deposit date and have not been on deposit therein for more than 13 months; (iii) amounts in the Project Fund prior to the earlier of completion (or abandonment) of the Project or three years from the date of issue of the Bonds; (iv) an amount not to exceed $8,250; (v) all amounts for the first 30 days after they become Gross Proceeds (e.g., date of deposit in any fund securing the Bonds); and (vi) all amounts derived from the investment of the Proceeds for a period of one year from the date received. (9) Subject to (18) below, once moneys are subject to the Yield limits of (8)(a) above, they remain Yield restricted until they cease to be Gross Proceeds. (10) As set forth in Section 148(f)(4)(D) of the Code, the Village is excepted from the required rebate of arbitrage profits on the Bonds because the Village 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 Code, all the net proceeds of the Bonds are to be used for the local government activities of the Village, and the aggregate face amount of all tax- exempt obligations issued by the Village and all subordinate entities thereof during the calendar year of issuance of the Bonds, including the Bonds, will not exceed $5,000,000. (11) 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. (12) The payment of the principal of or the interest on the Bonds will not be, directly or indirectly (A) secured by any interest in (i) property used or to be used for a private business use by any person other than a state or local governmental unit, or (ii) payments in respect of such property, or (B) derived from payments (whether or -15- not by or to the Village), 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. (13) 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. (14) No user of the Project or the facilities financed by the Installment Contract (the "Facilities ") other than a state or local government unit will use the Project or the Facilities 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 or the Facilities 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. (15) Subsequent to 31 days prior to the Bond sale date, the Village has not sold or delivered, and will not sell or deliver (nor will it deliver within 31 days after the date of issue of the Bonds), any other obligations pursuant to a common plan of financing, which will be paid out of substantially the same source of funds (or which will have substantially the same claim to be paid out of substantially the same source of funds) as the Bonds or will be paid directly or indirectly from the Proceeds. (16) No portion of the Project or the Facilities is expected to be sold or otherwise disposed of prior to the last maturity of the Bonds. (17) The Village 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 1.103- 13(a)(2)(ii) of the Regulations. (18) The Yield restrictions contained in (8) above or any other restriction or covenant contained herein may be violated or changed if the Village receives an opinion of counsel approving the Bonds to the effect that such violation or change will not adversely affect the tax exemption of interest on the Bonds to which it is otherwise entitled. (19) The Village 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 counsel approving the Bonds should be contacted if such changes do occur. (20) None of the proceeds of the Bonds has been or will be used to pay, directly or indirectly, in whole or in part, for an expenditure that was paid prior to the date the Bonds were issued. (21) The Board has no reason to believe the facts, estimates, circumstances and expectations set forth herein are untrue or incomplete in any material respect. On the -16- 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 arbitrage bonds within the meaning of Section 148 of the Code and of the Regulations. To the best of the knowledge and belief of the Board, such expectations are reasonable and there are no other facts, estimates and circumstances that would materially change such expectations. The Board also certifies and further covenants 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 the Bonds to be "arbitrage bonds" within the meaning of Section 148(a) of the Code, and any lawful regulations promulgated or proposed thereunder, including Treas. Reg. Sections 1.103 -13, 1.103 -14 and 1.103 -15, as the same presently exist, or may from time to time hereafter be amended, supplemented or revised. The Village reserves the right, however, to make any investment of such moneys permitted by Illinois law 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, relaxation or decision would not, in the opinion of counsel of recognized competence in such matters, adversely affect the tax- exempt status of the Bonds. The Village agrees to comply with all provisions of the Code, which if not complied with by the Village, would adversely affect the tax- exempt status of the Bonds. The Village further agrees: (a) through its officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to consult with counsel approving the Bonds and to comply with such advice as may be given; (c) to pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds; (d) to file such forms, statements, -17- and supporting documents as may be required and in a timely manner; and (e) if deemed necessary or advisable by its officers, to employ and pay fiscal agents, financial advisors. attorneys, and other persons to assist the Village in such compliance. Section 10. Designation of Issue as Qualified Tax Exempt Obligations. For purposes of Section 265(b)(3) of the Code, the Board hereby designates each of the Bonds as a "qualified tax- exempt obligation" as provided therein. In support of such designation, the Board covenants, represents and certifies that: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the Village and all subordinate entities thereof (as defined in the Code) has not issued to date and will not issue in excess of $5,000,000 in tax - exempt obligations, including the Bonds, during the calendar year of issuance of the Bonds; and (c) not more than $5,000,000 of obligations, including the Bonds, issued by the Village and all subordinate entities thereof (as defined in the Code) during the calendar year of issuance of the Bonds have been to date or will be designated by the Village for purposes of Section 265(b)(3). Section 11. Registered Form. The Village recognizes that Section 149(a) 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 12. 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. Section 13. Duties of Bond Registrar. If requested by the Bond Registrar, the President and Village Clerk are 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 hereunder which shall include the following, as applicable: (a) to act as bond registrar, authenticating agent, paying agent and transfer agent as provided herein; (b) to maintain a list of Bondholders as set forth herein and to furnish such list to the Village upon request, but otherwise to keep such list confidential; (c) to cancel and /or destroy Bonds which have been paid at maturity or submitted for exchange or transfer; (d) to furnish the Village at least annually a certificate with respect to Bonds cancelled and/or destroyed; and (e) 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. Section 14. Severability. 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. Section 15. Publication. Immediately upon the passage of this ordinance, a full, true and complete copy of this ordinance shall be published in pamphlet form by authority of the Board. Section 16. Superseder and Effective Date. All ordinances, resolutions and orders, or parts thereof in conflict herewith, are to the extent of such conflict hereby superseded, and this ordinance shall be in full force and effect ten (10) days after its publication in pamphlet form. Adopted November 19, 1992. AYES: 2r-omLi . k 4 usc%rna# _Er i � kJJq.S neS ki (5, NAYS: ABSENT: 4.Cali nUef'1— (1) Approved November 19, 1992. Published in pamphlet form by authority of the President and Board of Trustees of the Village on November 19, 1992. ATTEST: Village Clerk Recorded in the Village Records on November 19, 1992. Trustee Sr'co moved and Trustee kwaSrteSk4 seconded the motion that said ordinance as presented by the Village Clerk be adopted. After a full and complete discussion thereof, the President directed that the roll be called for a vote upon the motion to adopt said ordinance. Upon the roll being called, the following Trustees voted AYE: ©vfl M' J , NAY: Whereupon the President declared the motion carried and said ordinance was adopted and approved by the President, and the President directed the Village Clerk to record the same in full in the records of the President and Board of Trustees of the Village of Lemont, Cook, DuPage and Will Counties, Illinois, which was done. Other business not pertinent to the adoption of said ordinance was duly transacted at the meeting. Upon motion duly made, seconded and carried, the meeting was adjourned. Village Clerk STATE OF ILLINOIS COUNTY OF COOK ) SS CERTIFICATION OF ORDINANCE AND MINUTES I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Village"), and as such official I am the keeper of the records and files of the President and Board of Trustees of the Village (the "Board"). I do further certify that the foregoing constitutes a full, true and complete transcript of the minutes of the meeting of the Board held on the 19th day of November, 1992, insofar as same relates to the adoption of Ordinance No. '76 3 entitled: AN ORDINANCE providing for the issue of $165,000 General Obligation Bonds of the Village of Lemont, Cook, DuPage and Will Counties, Illinois, and for the levy of a direct annual tax sufficient to pay the principal and interest on said bonds. a true, correct and complete copy of which said ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the Board on the adoption of said ordinance were conducted openly, that the vote on the adoption of said ordinance was taken openly, that said meeting was held at a specified time and place convenient to the public, that notice of said meeting was duly given to all of the news media requesting such notice, that said meeting was called and held in strict compliance with the provisions the Open Meetings Act of the State of Illinois, as amended, and with the provisions of the Illinois Municipal Code, as amended, and that the Board has complied with all of the applicable provisions of said Act and said Code and its procedural rules in the adoption of said ordinance. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the Village, this j 'day of November, 1992. Village Clerk [SEAL] STATE OF ILLINOIS ) SS COUNTY OF COOK CERTIFICATE OF PUBLICATION IN PAMPHLET FORM I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Village"), and as such official I am the keeper of the official journal of proceedings, books, records, minutes and files of the Village and of the President and Board of Trustees thereof (the "Corporate Authorities"). I do further certify that on the 19th day of November, 1992, at 7 =,3o o'clock p.m. there was published in pamphlet form, by authority of the Corporate Authorities, a true, correct and complete copy of Ordinance No. 7(3 of the Village providing for the issuance of $165,000 General Purpose Bonds of the Village and that said ordinance as so published was on said date readily available for public inspection and distribution, in sufficient number, at my office as Village Clerk located in the Village. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the Village, this 1141 day of November, 1992. d'i7 -24.--; Village Clerk [SEAL] STATE OF ILLINOIS ) SS COUNTY OF COOK SPECIAL MEETING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Village"), and as such official I do further certify as follows: 1. That on the 18th day of November, 1992, a special meeting (the "Meeting ") of the President and Board of Trustees of the Village (the "Village Board ") was called for the 19th day of November, 1992, by the President or by three (3) members of the Board by giving notice thereof in writing, in accordance with the proceedings of the Village Board providing for the call and notice of special meetings (the "Board Notice"). 2. That the Board Notice, including the agenda for the Meeting, was served upon all of the members of the Village Board by (i.e., personal service or mail), the same being the manner in which the Board Notice was served, not less than 24 hours before the Meeting. 3. That the ,smolt Heir©/o cL f on �7he !? �� , the same being all of the news media that have filed a request for such notice of special meetings of the Village Board were also given the Board Notice in the same manner ,as was given to said members of the Village Board. 4. That attached thereto as Exhibit 1 is a true, correct and complete copy of the Board Notice. 5. That on the 18th day of November, 1992, public notice of the Meeting, stating the time and place of, and including the agenda for, the Meeting, was posted at 418 Main Street, Lemont, Illinois, the same being the principal office of the Village Board (the "Public Notice "). 6. That on said day the Public Notice was also supplied to the news media listed in paragraph 3 hereof. 7. That attached thereto as Exhibit 2 is a true, correct and complete copy of the Public Notice. 8. That the Meeting was duly called, noticed and held in strict compliance with all of the provisions of the Open Meetings Act of the State of Illinois, as amended, the Illinois Municipal Code, as amended, and the ordinances, resolutions, rules, regulations and proceedings of the Village Board. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the Village, this i cj ' day of November, 1992. Village Clerk [SEAL] roll. MINUTES of a special public meeting of the President and Board of Trustees of the Village of Lemont, Cook, DuPage and Will Counties, Illinois, held at 418 Main Street, Lemont, Illinois, within the Village at 7:00 o'clock P.M. on the 19th day of November, 1992. * The President called the meeting to order and directed the Village Clerk to call the Upon roll call, rerzJ.4, , the President, and the following Trustees answered present: ,8 von? Lztal. 41 c u ��S SCGm 0-44 Frco/ e?`Ul and the following were absent: c�Oh�i'T The President announced that the President and Board of Trustees would next consider the adoption of an ordinance providing for the issue of $165,000 General Obligation Bonds of the Village, and for the levy of a direct annual tax sufficient to pay the principal and interest on said Bonds and providing for the sale of said Bonds to Bernardi Securities, Inc., Chicago, Illinois. Whereupon, the Village Clerk presented the following ordinance, which was described in detail by WU. C-ItrL, and was made available to all in attendance at the meeting: 76798.01.05.8 9007253/MIJ:11/19/92 STATE OF ILLINOIS ) SS COUNTY OF COOK FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of The County of Cook, Illinois, and as such official I do further certify that on the E)day of November, 1992, there was filed in my office a duly certified copy of Ordinance No. 163 entitled: AN ORDINANCE providing for the issue of $165,000 General Obligation Bonds of the Village of Lemont, Cook County, Illinois, and for the levy of a direct annual tax sufficient to pay the principal and interest on said bonds. duly adopted by the President and Board of Trustees of the Village of Lemont, Cook County, Illinois, on the 19th day of November, 1992, and that the same has been deposited in the official files and records of my office. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of said County, this 6 day of November, 1992. [SEAL] County Clerk of The County of Cook, Illinois STATE OF ILLINOIS COUNTY OF COOK ) SS FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of The County of Cook, Illinois, and as such official I do further certify that on the day of November, 1992, there was filed in my office a duly certified copy of Ordinance No. 76-3 entitled: AN ORDINANCE providing for the issue of $165,000 General Obligation Bonds of the Village of Lemont, Cook County, Illinois, and for the levy of a direct annual tax sufficient to pay the principal and interest on said bonds. duly adopted by the President and Board of Trustees of the Village of Lemont, Cook County, Illinois, on the 19th day of November, 1992, and that the same has been deposited in the official files and records of my office. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of said County, this ___ day of November, 1992. [SEAL] O County Clerk of The County of Cook, Illinois STATE OF ILLINOIS ) SS COUNTY OF COOK FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of The County of Cook, Illinois, and as such official I do further certify that on the 1W day of November, 1992, there was filed in my office a duly certified copy of Ordinance No763 entitled: AN ORDINANCE providing for the issue of $165,000 General Obligation Bonds of the Village of Lemont, Cook County, Illinois, and for the levy of a direct annual tax sufficient to pay the principal and interest on said bonds. duly adopted by the President and Board of Trustees of the Village of Lemont, Cook County, Illinois, on the 19th day of November, 1992, and that the same has been deposited in the official files and records of my office. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of said County, this 302' day of November, 1992. 4. a%), County Clerk of The County of Cook, Illinois [SEAL] STATE OF ILLINOIS ) SS COUNTY OF DUPAGE FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of The County of DuPage, Illinois, and as such official I do further certify that on the ° day of November, 1992, there was filed in my office a duly certified copy of Ordinance Noi 3 entitled: AN ORDINANCE providing for the issue of $165,000 General Obligation Bonds of the Village of Lemont, DuPage County, Illinois, and for the levy of a direct annual tax sufficient to pay the principal and interest on said bonds. duly adopted by the President and Board of Trustees of the Village of Lemont. DuPage County, Illinois, on the 19th day of November, 1992, and that the same has been deposited in the official files and records of my office. IN WITNESS WHEREOF, I hereunto affix my off ial signature and the seal of said County, this 30th day of November, 1992. [SEAL] County Cleric f The County of uPage, Illinois STATE OF ILLINOIS SS COUNTY OF DUPAGE FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of The County of DuPage, Illinois, and as such official I do further certify that on the iliday of November, 1992, there was filed in my office a duly certified copy of Ordinance NoT7 ' 3 entitled: AN ORDINANCE providing for the issue of $165,000 General Obligation Bonds of the Village of Lemont, DuPage County, Illinois, and for the levy of a direct annual tax sufficient to pay the principal and interest on said bonds. duly adopted by the President and Board of Trustees of the Village of Lemont. DuPage County, Illinois, on the 19th day of November, 1992, and that the same has been deposited in the official files and records of my office. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of said County, this 30th day of November, 1992. [SEAL] County Cler.4.f The County `lDuPage, Illinois STATE OF ILLINOIS SS COUNTY OF DUPAGE ) FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of The County of DuPage, Illinois, and as such official I do further certify that on the 9 day of November, 1992, there was filed in my office a duly certified copy of Ordinance Nol ' 3 entitled: AN ORDINANCE providing for the issue of $165,000 General Obligation Bonds of the Village of Lemont, DuPage County, Illinois, and for the levy of a direct annual tax sufficient to pay the principal and interest on said bonds. duly adopted by the President and Board of Trustees of the Village of Lemont. DuPage County, Illinois, on the 19th day of November, 1992, and that the same has been deposited in the official files and records of my office. IN WITNESS WHEREOF, I hereunto affix my off ial signature and the seal of said County, this 30th day of November, 1992. [SEAL] County Cl Illinois of The County %.f DuPage, STATE OF ILLINOIS ) SS COUNTY OF WILL FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of The County of Will, Illinois, and as such official I do further certify that on the 3OT1day of November, 1992, there was filed in my office a duly certified copy of Ordinance No.74 -3 entitled: AN ORDINANCE providing for the issue of $165,000 General Obligation Bonds of the Village of Lemont, DuPage County, Illinois, and for the levy of a direct annual tax sufficient to pay the principal and interest on said bonds. duly adopted by the President and Board of Trustees of the Village of Lemont, DuPage County, Illinois, on the 19th day of November, 1992, and that the same has been deposited in the official files and records of my office. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of said County, this 30 day of November, 1992. County Clerk of The C nty of Will, Illinois [SEAL] STATE OF ILLINOIS ) SS COUNTY OF WILL FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of The County of Will, Illinois, and as such official I do further certify that on the day of November, 1992, there was filed in my office a duly certified copy of Ordinance No.?' 3 entitled: AN ORDINANCE providing for the issue of $165,000 General Obligation Bonds of the Village of Lemont, DuPage County, Illinois, and for the levy of a direct annual tax sufficient to pay the principal and interest on said bonds. duly adopted by the President and Board of Trustees of the Village of Lemont, DuPage County, Illinois, on the 19th day of November, 1992, and that the same has been deposited in the official files and records of my office. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of said County, this -3C) day of November, 1992. 06--v County Clerk of The Coun of Will, Illinois [SEAL] STATE OF ILLINOIS ) SS COUNTY OF WILL FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of The County of Will, Illinois, and as such official I do further certify that on the day of November, 1992, there was filed in my office a duly certified copy of Ordinance No76' 3 entitled: AN ORDINANCE providing for the issue of $165,000 General Obligation Bonds of the Village of Lemont, DuPage County, Illinois, and for the levy of a direct annual tax sufficient to pay the principal and interest on said bonds. duly adopted by the President and Board of Trustees of the Village of Lemont, DuPage County, Illinois, on the 19th day of November, 1992, and that the same has been deposited in the official files and records of my office. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of said County, this 3 day of November, 1992. - &Cc.County Clerk of The Cou ty of Will, Illinois [SEAL]