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O-36-09 Ordinance Providing for Issuance of SSA Bonds
VILLAGE OF LEMONT ORDINANCE NO. 0 -36 -09 AN ORDINANCE PROVIDING FOR THE ISSUE OF $1,430,000 SPECIAL SERVICE AREA NO. 1 (ROUTE 83 AND MAIN STREET) SPECIAL AD VALOREM TAX BONDS, SERIES 2009, 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 ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT This 20th day of April, 2009 Published in pamphlet form by authority of the President and Board of Trustees of the Village of Lemont, Counties of Cook, Will, and DuPage, Illinois this 20th day of April, 2009. SECTION TABLE OF CONTENTS HEADING PAGE PREAMBLES 1 SECTION 1. INCORPORATION OF PREAMBLES 2 SECTION 2. AUTHORIZATION 2 SECTION 3. BOND DETAILS 2 SECTION 4. REDEMPTION PROCEDURE 4 SECTION 5. REGISTRATION OF BONDS; PERSONS TREATED AS OWNERS 6 SECTION 6. GLOBAL BOOK -ENTRY SYSTEM 6 SECTION 7. FORM OF BOND 8 SECTION 8. SALE OF BONDS 12 SECTION 9. SECURITY; TAX LEVY AND BOND FUND 12 SECTION 10. DEBT RESERVE FUND, PROJECT FUND AND DISPOSITION OF PROCEEDS 14 SECTION 11. DEFEASANCE OF THE BONDS 15 SECTION 12. GENERAL ARBITRAGE COVENANTS 15 SECTION 13. TAX COVENANTS 16 SECTION 14. NONCOMPLIANCE WITH TAX COVENANTS 18 SECTION 15. CONTINUING DISCLOSURE 19 SECTION 16. REGISTERED FORM 19 SECTION 17. LIST OF REGISTERED OWNERS 19 SECTION 18. DUTIES OF BOND REGISTRAR 19 SECTION 19. REIMBURSEMENT 20 SECTION 20. ARBITRAGE REBATE EXEMPTION 20 SECTION 21. SUPPLEMENTAL DOCUMENTS 20 SECTION 22. VILLAGE CONTRIBUTION 21 SECTION 23. SEVERABILITY 21 SECTION 24. REPEALER AND EFFECTIVE DATE 21 ORDINANCE NO. 0 -36 -09 AN ORDINANCE PROVIDING FOR THE ISSUE OF $1,430,000 SPECIAL SERVICE AREA NO. 1 (ROUTE 83 AND MAIN STREET) SPECIAL AD VALOREM TAX BONDS, SERIES 2009, 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, special service areas may be established pursuant to Section 7(6) of Article VII of the 1970 Constitution of the State of Illinois and pursuant to the Special Service Area Tax Law, 35 ILCS 200/27 -5, et seq. (the "Act "); and WHEREAS, the President and Board of Trustees of the Village of Lemont (the "Village ") passed Ordinance No. 0 -30 -09 on the 13th day of April, 2009, establishing Special Service Area No. 1 (the "SSA "); and WHEREAS, the SSA will benefit specially from the construction of a sanitary sewer system and water system (the "Project "), which construction is in addition to municipal services provided to the Village as a whole; and WHEREAS, the Village proposed the issuance of bonds within the SSA in an amount not to exceed $1,535,000 payable over not more than 20 years at an interest rate not to exceed the greater of 9% per annum or 125% of the rate for the most recent date shown in the 20 G.O. Bond Index of the average municipal bond yields as published in the most recent edition of The Bond Buyer; and WHEREAS, no valid petition has been filed objecting to the establishment of the SSA and the issuance of such bonds, and the President and Board of Trustees is authorized to issue bonds in an amount not exceeding $1,535,000 payable over not more than 20 years at an interest rate not to exceed the greater of 9% per annum or 125% of the rate for the most recent date shown in the 20 G.O. Bond Index of the average municipal bond yields as published in the most recent edition of The Bond Buyer and levy a direct annual tax against all of the taxable property included in the SSA sufficient to pay the principal of and interest on the same; and WHEREAS, the estimated cost of the Project, including bond discount, bond issuance expenses, bond reserve and capitalized interest, is not less than $1,430,000, and the Village expects to pay such cost by borrowing such money and issuing its ad valorem tax bonds payable from a levy against all taxable in the SSA in evidence thereof; and WHEREAS, it is hereby found and determined that such borrowing of money is necessary for the welfare of the government and affairs of the Village, is for a proper public purpose, and is in the public interest; and that ad valorem tax bonds in the principal amount of $1,430,000 be issued. 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 President and Board of Trustees 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. The President and Board of Trustees hereby find further that the Village has been authorized to issue bonds payable solely and only from ad valorem property taxes levied against all of the taxable property included in the SSA for the purpose of paying the cost of the Project. The proceeds of said bonds are to be used for the purpose of paying the cost of the Project, and it is necessary and for the best interests of the Village that there be issued at this time the $1,430,000 bonds so authorized. Section 3. Bond Details. There shall be borrowed for and on behalf of the Village the sum of $1,430,000 for the purpose aforesaid, and bonds of the Village (the "Bonds") shall be issued in said amount and shall be designated "Special Service Area No. 1 (Route 83 and Main Street) Special Ad Valorem Tax Bonds, Series 2009 ". The Bonds shall be dated May 1, 2009, and shall also bear the date of authentication thereof, shall be in fully registered form, shall be in denominations of not less than $5,000, shall be numbered 1 and upward, and shall become due and payable serially in the amounts and bearing interest at the rates per annum as follows: Dates of Principal Interest Maturity Amount Rate 12/1/2019 $ 820,000 5.25% 12/1/2024 $ 610,000 5.75% The Bonds due on December 1, 2019 are Term Bonds and are subject to mandatory redemption at a price of par and accrued interest, without premium, on the dates and in the amounts as follows: Dates of Mandatory Principal Redemption Amount 12/1/2010 $ 65,000 12/1/2011 $ 65,000 12/1/2012 $ 70,000 12/1/2013 $ 75,000 12/1/2014 $ 80,000 12/1/2015 $ 85,000 12/1/2016 $ 90,000 12/1/2017 $ 90,000 12/1/2018 $ 95,000 with $105,000 remaining to be paid at maturity on December 1, 2019. 2 The Bonds due on December 1, 2024 are Term Bonds and are subject to mandatory redemption at a price of par and accrued interest, without premium, on the dates and in the amounts as follows: Dates of Mandatory Principal Redemption Amount 12/1/2020 $ 110,000 12/1/2021 $ 115,000 12/1/2022 $ 120,000 12/1/2023 $ 130,000 with $135,000 remaining to be paid at maturity on December 1, 2024. Bonds maturing on and after December 1, 2024 shall be subject to redemption prior to maturity at the option of the Village from any available funds, as a whole or in part, and if in part, in integral multiples of $5,000 in inverse order of their maturity, and by lot within the maturity, on December 1, 2019 and any date thereafter at par plus accrued interest to the date fixed for redemption. The Bonds shall bear interest from their date or from the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of the Bonds are paid, such interest (computed upon the basis of a 360 -day year of twelve 30 -day months) being payable on June 1 and December 1 of each year, commencing on June 1, 2009. Interest on each Bond shall be paid by check or draft of Amalgamated Bank of Chicago, Chicago, Illinois, as paying agent (the "Paying Agent "), payable upon presentation in lawful money of the United States of America, to the person in whose name such Bonds are registered as hereinafter provided at the close of business on the 15th day of the calendar 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 principal office of the Paying Agent. The Bonds shall be signed by the manual or facsimile signatures of the President and Village Clerk, as they shall determine. The corporate seal of the Village or a facsimile thereof shall be affixed to the Bonds. 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 Amalgamated Bank of Chicago, Chicago, Illinois (the "Bond Registrar "), as bond registrar and 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 been executed by the Bond Registrar, if signed by an authorized officer 3 of the Bond Registrar, but it shall not be necessary that the same officer authenticate each Bond issued herein. Section 4. Redemption Procedure. If any of the Bonds are sold as term bonds or are subject to optional redemption as hereinabove provided, the following provisions shall apply. The Bond Registrar shall proceed with mandatory redemption without further notice or direction. The particular Bonds or portions of Bonds to be redeemed shall be selected by lot not more than 60 days prior to the redemption date by the Bond Registrar for the Bonds of such maturity by such method of lottery as the Bond Registrar shall deem fair and appropriate; provided, that such lottery shall provide for the selection for redemption of Bonds or portions thereof so that any $5,000 Bond or $5,000 portion of a Bond shall be as likely to be called for redemption as any other such $5,000 Bond or $5,000 portion. The Bond Registrar shall promptly notify the Village in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. Unless waived by any owner of Bonds to be redeemed, notice of the call for any such redemption shall be given by the Bond Registrar on behalf of the Village by mailing the redemption notice by first class mail at least 30 days and not more than 60 days prior to the date fixed for redemption to the registered owner of the Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is furnished in writing by such registered owner to the Bond Registrar. All notices of redemption shall include at least the following information: (1) the redemption date, (2) the redemption price, (3) if less than all of the Bonds are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Bonds to be redeemed, (4) that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption, and that interest thereon shall cease to accrue from and after said date, (5) the place where such Bonds are to be surrendered for payment of the redemption price, which such place of payment shall be the principal office of the Paying Agent, and (6) such other information as shall be deemed necessary by the Bond Registrar at the time such notice is given to comply with applicable law, regulation or industry standard. 4 On or prior to any redemption date, the Village shall deposit with the Bond Registrar an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on that date. If moneys sufficient to pay the redemption price of the Bonds to be redeemed shall not be paid to the Bond Registrar prior to the giving of such notice of redemption, such notice may, at the option of the Village, state that said redemption shall be conditional upon the receipt of such moneys by the Bond Registrar on or prior to the date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect, the Village shall not redeem such Bonds, and the Bond Registrar shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed. Such additional notice of such redemption as shall be specified in the Representation Letter (as such term is hereinafter defined) shall be given to DTC (as such term is hereafter defined). Notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Village shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. Interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redemption of any Bond, there shall be prepared for the registered owner a new Bond or Bonds of the same maturity in the amount of the unpaid principal. If any Bond or portion of Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall, until paid, bear interest from the redemption date at the rate borne by the Bond or portion of Bond so called for redemption. All Bonds which have been redeemed shall be canceled and destroyed by the Bond Registrar and shall not be reissued. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed, to any particular registered owner of a Bond, shall affect the sufficiency of such notice with respect to other registered owners. Notice having been properly given, failure of a registered owner of a Bond to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or redemption action described in the notice. Such notice may be waived in writing by a registered owner of a Bond entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by registered owners shall be filed with the Bond Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In lieu of the foregoing official notice, so long as the Bonds are held in book entry form, notice may be given as provided in the Representation Letter between the Village and DTC, and the giving of such notice shall constitute a waiver by DTC and the book entry owner, as registered owner, of the foregoing notice. After giving proper notification of redemption to the Bond Registrar, as applicable, the Village shall not be liable for any failure to give or defect in notice. 5 Section 5. Registration of Bonds; Persons Treated as Owners. The Bond Registrar shall cause books (the "Bond Register ") for the registration and for the transfer of the Bonds as provided in this Ordinance to be kept at the principal office of the Bond Registrar. The Bond Registrar is authorized to prepare and keep custody of, multiple bond blanks executed by the Village for use in the transfer and exchange of any 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 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 denomination(s), 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 denomination(s). 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 principal amounts previously paid. The Bond Registrar shall not be required to transfer or exchange any Bond during the period from the 15th day of the calendar month next preceding any interest payment date on such Bond and ending on such interest payment date, nor, as applicable, to transfer or exchange any Bond after notice calling such Bond for prepayment has been mailed, nor during a period of 15 days next preceding mailing of a notice of prepayment and redemption of any Bond. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of 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 6. Global Book -Entry System. The bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities of the Bonds determined as described in Section 3 hereof. Upon initial issuance, the ownership of each such Bond shall be registered in the Bond Register in the name of Cede & Co., or any successor thereto ( "Cede "), as nominee of The Depository Trust Company, New York, New York, and its successors and assigns ( "DTC "). All of the outstanding Bonds shall be registered in the Bond Register in the name of Cede, as nominee of DTC, except as hereinafter provided. The President and Village Clerk of the Village and the Bond Registrar are each authorized to execute and deliver, on behalf of the Village, such letters to or agreements with DTC as shall be necessary to effectuate such book -entry system (any such letter or agreement being referred to here as the 6 "Representation Letter "), which Representation Letter may provide for the payment of principal of or interest on the Bonds by wire transfer. With respect to Bonds registered in the Bond Register in the name of Cede, as nominee of DTC, the Village and the Bond Registrar shall have no responsibility or obligation to any broker - dealer, bank or other financial institution for which DTC holds Bonds from time to time as securities depository (each such broker - dealer, bank or other financial institution for which DTC hold Bonds from time to time as securities depository (each such broker - dealer, bank or other financial institution being referred to herein as a "DTC Participant ") or to any person on behalf of whom such DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Village and the Bond Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a registered owner of a Bonds as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any amount with respect to the principal of or interest on the Bonds. The Village and the Bond Registrar may treat and consider the person in whose name each Bond is registered in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Bond Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the respective 'registered owners of the Bonds, as shown in the Bond Register, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Village's obligations with respect to payment of the principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of a Bond as shown in the Bond Register shall receive a Bond evidencing the obligation of the Village to make payments of principal and interest with respect to any Bond. Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede, and subject to the provisions in Section 3 hereof with respect to the payment of interest to the registered owners of Bonds at the close of business on the 15th day of the month next preceding the applicable interest payment date, the name "Cede" in this Ordinance shall refer to such new nominee of DTC. In the event that (i) the Village determines that DTC is incapable of discharging its responsibilities described herein and in the Representation Letter, (ii) the agreement among the Village, the Bond Registrar and DTC evidenced by the Representation Letter shall be terminated for any reason or (iii) the Village determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain certified Bonds, the Village shall notify DTC and DTC Participants of the availability through DTC of certificated Bonds and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of Cede, as nominee of DTC. At that time, the Village may determine that the Bonds shall be registered in the name of and deposited with such other depository operating a universal book -entry system, as may be acceptable to the Village, or such depository's agent or designee, and if the Village does not select such alternate universal book -entry system, then the Bonds may be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions of Section 4 hereof. 7 Notwithstanding any other provisions of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the name provided in the Representation Letter. Section 7. Form of Bond. The Bonds shall be in substantially the following form: 8 REGISTERED NO. $ UNITED STATES OF AMERICA, STATE OF ILLINOIS COOK, DUPAGE, AND WILL COUNTIES VILLAGE OF LEMONT SPECIAL SERVICE AREA NO. 1 (ROUTE 83 AND MAIN STREET) SPECIAL AD VALOREM TAX BONDS, SERIES 2009 Interest Rate: Registered Owner: Principal Amount: OA Maturity Date: 12/1/ Dated Date: 5/1/2009 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 (without option of prior redemption), solely from taxes levied against all taxable property in Village of Lemont Special Service Area No. 1 (the "SSA ") and not otherwise, 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 Dated Date identified above or from the most recent interest payment date to which interest has been paid at the Interest Rate per annum identified above on June 1 and December 1 of each year, commencing June 1, 2009, until said Principal Amount is paid. The principal of this Bond is payable in lawful money of the United States of America at the designated principal corporate trust office of Amalgamated Bank of Chicago, Chicago, Illinois, as paying agent (the "Paying Agent "). Payment of interest shall be made to the Registered Owner hereof as shown on the registration books of the Village maintained by Amalgamated Bank of Chicago, Chicago, Illinois as bond registrar (the "Bond Registrar "), at the close of business on the 15th day of the calendar 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. The Bonds due on December 1, 2019 are Term Bonds and are subject to mandatory redemption at a price of par and accrued interest, without premium, on the dates and in the amounts as follows: Dates of Mandatory Redemption Principal Amount 12/1/2010 $ 65,000 12/1/2011 $ 65,000 12/1/2012 $ 70,000 12/1/2013 $ 75,000 12/1/2014 $ 80,000 12/1/2015 $ 85,000 12/1/2016 $ 90,000 12/1/2017 $ 90,000 12/1/2018 $ 95,000 with $105,000 remaining to be paid at maturity on December 1, 2019. The Bonds due on December 1, 2024 are Term Bonds and are subject to mandatory redemption at a price of par and accrued interest, without premium, on the dates and in the amounts as follows: Dates of Mandatory Redemption Principal Amount 12/1/2020 $ 110,000 12/1/2021 $ 115,000 12/1/2022 $ 120,000 9 12/1/2023 $ 130,000 with $135,000 remaining to be paid at maturity on December 1, 2024. Bonds maturing on and after December 1, 2024 shall be subject to redemption prior to maturity at the option of the Village from any available funds, as a whole or in part, and if in part, in integral multiples of $5,000 in inverse order of their maturity, and by lot within the maturity, on December 1, 2019 and any date thereafter at par plus accrued interest to the date fixed for redemption. The Bonds are a special and limited obligation of the Village, solely payable, except as to accrued interest, from the collection of a special ad valorem tax levied against all taxable property within the SSA. The Bonds are not a general obligation of the Village and neither the full faith and credit nor the general taxing power of the Village is pledged to the payment thereof. The Bonds shall initially be issued in a Global Book Entry System (as provided in the Bond Ordinance). The provisions of this Bond and of the Bond Ordinance are subject in all respects to the provisions of the Blanket Issuer Letter of Representations between the Village and The Depository Trust Company, or any substitute agreement, affecting such Global Book Entry System. This Bond is issued by the Village for the purpose of paying the cost of the Project as defined in the Village's Ordinance No. 0 -36 -09 passed April 20, 2009 (the "Bond Ordinance ") and for paying incidental expenses, pursuant to and in all respects in compliance with the provisions of Section 7 of Article VII of the 1970 Constitution of the State of Illinois, the Illinois Municipal Code, the Special Service Area Tax Law, and the Bond Ordinance, in all respects as by law required. This Bond is issued in fully registered form. This Bond may be exchanged at the designated principal corporate trust office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity or maturities of other authorized denominations upon the terms set forth in the Bond Ordinance. This Bond is transferable by the Registered Owner hereof in person or by his attorney duly authorized in writing at the principal office of the Bond Registrar 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 denomination(s) of the same maturity and for the same aggregate principal amount will be issued to the transferee in exchange therefor. The Bond Registrar shall not be required to transfer or exchange any Bond during the period from the 15th day of the calendar month next preceding any interest payment date on such Bond and ending on such interest payment date, nor, as applicable, to transfer or exchange any Bond after notice calling such Bond for prepayment has been mailed, nor during a period of 15 days next preceding mailing of a notice of prepayment and redemption of any Bond. The Village, the Paying Agent 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 the Village, the Paying Agent and the Bond Registrar shall not be affected by any notice to the contrary. The Village has designated the Bonds as "qualified tax - exempt obligations" pursuant to Section 265 (b) (3) of the Internal Revenue Code of 1986. It is hereby certified and recited that all acts, conditions, and things required by the Constitution and Laws of the State of Illinois, in issuing its bonds payable from ad valorem property tax receipts within the SSA to exist or to be done precedent to and in the issuance of this Bond, have existed and have been properly done, happened and been performed in regular and due form and time as required by law; that the indebtedness of the SSA, represented by this Bond and the issue of which it forms a part, howsoever evidenced and incurred does not exceed any constitutional or statutory limitation, and that provision has been made for the collection of a direct annual tax, in addition to all other taxes, on all of the taxable property in the SSA, sufficient to pay the interest hereon as the same falls due and also to pay and discharge the principal hereof at maturity. 10 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, the Village of Lemont, Cook, DuPage and Will Counties, Illinois, by its President and Board of Trustees, has caused this Bond to be signed by the duly authorized manual or facsimile signatures of the President and Village Clerk of said Village, and sealed with the corporate seal of the Village by impression or facsimile, all as appearing hereon and as of the Dated Date as identified above. sident Date of Authe tication: CERTIFICATE OF AUTHENTICATION This Bond is one of the bonds issued in the within mentioned Bond Ordinance. Amalgamated Bank of Chicago, as Bond Registrar By Village Clerk Bond Registrar and Paying Agent: Amalgamated Bank of Chicago Chicago, Illinois ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Name and Address and Social Security or other identifying number of Assignee) the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature of Assignee Signature guaranteed: NOTICE: The signature to this assignment and transfer 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. 11 Section 8. Sale of Bonds. The Bonds hereby authorized shall be executed as provided in this Ordinance, and thereupon shall be delivered to DTC for the account of Bernardi Securities, Inc., Chicago, Illinois (the "Purchaser "), upon receipt of the purchase price therefor of $1,402,702.08, the same being the par value of the Bonds less an underwriting discount of $28,600.00 plus accrued interest of $1,302.08 to the date of delivery. The Purchaser is authorized to pay issuance costs of the Bonds up to $50,755.00 in total, and receive a credit against the purchase price of the Bonds therefor. The President is authorized to execute a Purchase Contract with the Purchaser with terms consistent with this Ordinance. It is hereby found and determined that the Purchase 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 financially interested, either directly in his own name or indirectly in the name of any other person, association, trust or corporation, in the Purchase Contract; and the Bonds before being issued shall be registered and numbered, such registration being made in a book provided for that purpose, in which shall be entered into the record of the Ordinance authorizing the borrowing of said money and a description of the bonds issued, including the number, date, to whom issued, amount, date of interest and when due. The use by the Purchaser of any Preliminary Limited Offering Memorandum and any final Limited Offering Memorandum relating to the Bonds (the "Offering Memorandum ") is hereby ratified, approved and authorized; the execution and delivery of the Offering Memorandum is hereby authorized; and the officers of the Village are hereby authorized to take ' any action as may be required on the part of the Village to consummate the transactions contemplated by the Purchase Contract, this Ordinance, the Preliminary Limited Offering Memorandum, the Offering Memorandum and the Bonds. The President or the Village Clerk are hereby each authorized to designate the Limited Offering Memorandum as "final" for purposes of Rule 15c2 -12 promulgated by the Securities and Exchange Commission. Section 9. Security; Tax Levy and Bond Fund. The Bonds are a special and limited obligation of the Village, solely payable, except as to accrued interest, from the collection of a special ad valorem tax levied against all taxable property within the SSA, and not otherwise. The Bonds are not a general obligation of the Village and neither the full faith and credit nor the general taxing power of the Village is pledged to the payment thereof. For the purpose of providing funds required to pay the interest on the Bonds promptly when and as the same falls due, and to pay and discharge the principal thereof at maturity, there is hereby levied upon all the taxable property within the SSA, in the years for which any of the Bonds are outstanding, a direct annual tax, to wit: 12 For the Year: A Tax Sufficient to Produce the Sum of: 2009 $ 141,418.75 2010 $ 138,006.25 2011 $ 139,462.50 2012 $ 140,656.25 2013 $ 141,587.50 2014 $ 142,256.25 2015 $ 142,662.50 2016 $ 137,937.50 2017 $ 138,081.25 2018 $ 142,831.25 2019 $ 141,912.50 2020 $ 140,443.75 2021 $ 138,687.50 2022 $ 141,500.00 2023 $ 138,881.25 The Village Clerk is hereby directed to file with the County Clerk of Cook County, Illinois (the "County Clerk ") a certified copy of this Ordinance providing that there be levied upon all of the taxable property in the SSA in addition to all other taxes, a direct annual tax in an amount sufficient to produce the sums necessary to pay the interest on the Bonds as it falls due and to pay and discharge the principal thereof at maturity (the "Pledged Taxes "). It shall be the duty of said County Clerk 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 SSA in connection with other taxes levied in said year for general and special purposes, in order to raise the respective amounts 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 and special purposes of the Village, and when collected, the taxes hereby levied shall be placed to the credit of a special fund to be designated "Special Service Area No. 1 Bond Fund" (the 'Bond Fund "), which fund is hereby irrevocably pledged to and shall be used only for the purpose of paying the principal and interest on the Bonds. Interest received from deposits in the Bond Fund shall be retained in the Bond Fund for payment of the Bonds on the interest payment date next after such interest is received or, to the extent permitted by law, and not otherwise, transferred by the President and Board of Trustees to such other fund of the Village as the President and Board of Trustees may designate. The legal description of the SSA and the permanent index numbers therein are attached hereto. 13 The Village covenants and agrees with the purchasers and the holders of the Bonds that so long as any of the Bonds remains outstanding, except as herein otherwise specifically provided, 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. To the extent that the Village has timely deposited moneys into the Bond Fund to pay the principal and interest on the Bonds, the Village Treasurer is hereby authorized to abate the tax levy for the Bonds. Section 10. Debt Reserve Fund, Project Fund and Disposition of Proceeds. There is hereby created the Special Service Area No. 1 Debt Reserve Fund (the "Debt Reserve Fund ") which shall not receive proceeds from the sale of the Bonds, but shall be funded by the Village in an amount equal to the lesser of 10% of the principal amount of the Bonds, the maximum annual principal and interest requirements of the Bonds, or 125% of the average annual debt service requirements of the Bonds. The amounts in the Debt Reserve Fund shall be used only to pay principal of or interest on the Bonds at any time when there are insufficient funds available in the Bond Fund to pay the same and shall be transferred to the Bond Fund for said purpose. To the extent that funds have been transferred from the Debt Reserve Fund, reimbursement from later received Pledged Taxes or other available funds in the Bond Fund shall be made in order to keep the Debt Reserve Fund at the amount established upon the issuance of the Bonds. On or after December 15, 2010 after payment of principal and interest due on the previous December 1 and leaving funds to pay interest on the next June 1, and on each December 15 thereafter, any available moneys in the Bond Fund shall be transferred into the Debt Reserve Fund until the amount of the Debt Reserve Fund equals the amount initially funded under Section 10(d). Upon defeasance of the Bonds or upon payment of all principal and interest thereon, the balance in the Debt Reserve Fund shall be transferred to the General Corporate Fund of the Village to the extent that the Village has paid its funds into the Bond Fund or the Debt Reserve Fund. There is hereby created the Special Service Area No. 1 Project Fund (the "Project Fund ") which shall receive proceeds from the sale of the Bonds as provided herein. Within the Project Fund there are hereby created the Costs of Issuance Account and the Project Account. The proceeds derived from the sale of the Bonds shall be used and deposited as follows: (a) Accrued interest in the amount of $1,302.08 and capitalized interest in the amount of $83,333.34 sufficient to pay interest to and including June 1, 2010 shall be credited to the Bond Fund and applied to pay first interest due on the Bonds. (b) The amount of $50,755.00 shall be deposited into the Costs of Issuance Account and disbursement is hereby approved to pay the expenses of the issuance of the Bonds. Any excess in said account shall be deposited into the Project Account on 14 a date which is 30 days after the issuance of the Bonds and any remaining issuance costs shall then be paid from the Project Account. (c) The amount of $1,267,311.66 shall be deposited into the Project Account to be withdrawn from time to time as needed for the payment of costs of the Project and paying the fees and expenses incidental thereto not paid out of the Costs of Issuance Account. Upon payment of all costs of the Project, the balance in the Project Account shall be deposited into the Bond Fund. Section 11. Defeasance of the Bonds. If, when the Bonds or a portion thereof shall have become due and payable in accordance with their terms or shall have been duly called for redemption or irrevocable instructions to call the Bonds or a portion thereof for redemption shall have been given, and the whole amount of the principal and the interest and the premium, if any, so due and payable upon all of the Bonds or a portion thereof then outstanding shall be paid; or (i) sufficient moneys or (ii) direct obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury), the principal of and the interest on which when due will provide sufficient moneys for such purpose, shall be held in trust for such purpose, and provision shall also be made for paying all fees and expenses for the redemption, then and in that case the Bonds or any designated portion thereof issued hereunder shall no longer be deemed outstanding or entitled to any pledge of the Pledged Taxes made herein. Section 12. General Arbitrage Covenants. The Village represents and certifies as follows with respect to the Bonds: (1) Except for the Bond Fund and the Debt Reserve Fund, the Village has not created or established and will not create or establish any sinking fund, reserve fund or any other similar fund to provide for the payment of the Bonds. The Bond Fund has been established and will be funded in a manner primarily to achieve a proper matching of tax revenues and debt service, and, except for capitalized interest, will be depleted at least annually to an amount not in excess of 1/12 the particular annual debt service on the Bonds. Money deposited therein will be spent within a 13 -month period beginning on the date of deposit, and investment earnings therein will be spent or withdrawn within a one -year period beginning on the date of receipt. The Debt Reserve Fund has been (or is to be) funded and will not exceed the lesser of: (i) 10% of the principal amount of the Bonds, (ii) the maximum annual debt service on the Bonds, or (iii) 125% of the average annual debt service on the Bonds. (2) The investment of proceeds or funds related to the Bonds at a yield which is restricted to a lower yield than otherwise obtainable in order to meet any covenants relating to the tax - exempt status of the Bonds, as advised by bond counsel, or as otherwise determined to be necessary for such purpose, is expressly authorized and directed. 15 (3) The Village further certifies and covenants as follows with respect to the requirements of Section 148(f) of the Internal Revenue Code of 1986, as amended (the "Code "), relating to the rebate of "excess arbitrage profits" (the "Rebate Requirement ") to the United States: Unless an applicable exception to the Rebate Requirement is available to the Village, the Village will meet the Rebate Requirement. (4) Relating to applicable exceptions, the President, Village Clerk and Village Treasurer (the "Designated Officers ") are hereby authorized to make such elections under the Code as such officers, or any of them, shall deem reasonable and in the best interests of the Village. If such election may result in a "penalty in lieu of rebate" as provided in the Code, and such penalty is incurred (the "Penalty "), then the Village shall pay such Penalty. (5) A Designated Officer shall cause to be established, at such time and in such manner as they may deem necessary or appropriate hereunder, a "Special Service Area No. 1 Rebate Fund" (the "Rebate Fund ") for the Bonds, and such officers shall further, not less frequently than annually, cause to be transferred to the Rebate Fund the amount determined to be the accrued liability under the Rebate Requirement or Penalty. Said officer or officers shall cause to be paid to the United States, without further order or direction from the President and Board of Trustees, from time to time as required, amounts sufficient to meet the Rebate Requirement or to pay the Penalty. (6) Interest earnings in the Bond Fund are hereby authorized to be transferred, without further order or direction from the President and Board of Trustees, from time to time as required, to the Rebate Fund for the purposes herein provided; and proceeds of the Bonds and other funds of the Village are also hereby authorized to be used to meet the Rebate Requirement or to pay the Penalty, but only if necessary after application of investment earnings as aforesaid and only as appropriated by the President and Board of Trustees. The Village also certifies and further covenants with the Purchaser and registered owners of the Bonds from time to time outstanding that 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 source, will not be used in a manner which will cause the Bonds to be "arbitrage bonds" within the meaning of Code Section 148 and any lawful regulations promulgated thereunder, as the same presently exist or may from time to time hereafter be amended, supplemented or revised. Section 13. Tax Covenants. In order to preserve the exclusion of interest on the Bonds from gross income for federal tax purposes under Section 103 of the Internal Revenue Code of 1986 as existing on the date of issuance of the Bonds (the "Code ") and as an inducement to purchasers of the Bonds, the Village represents, covenants and agrees that: 16 (1) The Project will be owned by the Village and available for use by members of the general public. Use by a member of the general public means use by natural persons not engaged in a trade or business. No person or entity, other than the Village or another state or local governmental unit, will use more than 10% of the proceeds of the Bonds or property financed by the Bond proceeds other than as a governmental entity or member of the general public. No person or entity other than the Village or another state or local governmental unit will own property financed by Bond proceeds or will have actual or beneficial use of such property pursuant to a lease, a management or incentive payment contract, an arrangement such as a take -or -pay or output contract or any other type of arrangement that conveys other special legal entitlements and differentiates that person's or entity's use of such property from the use by the general public, unless such uses in the aggregate relate to no more than 5% of the proceeds of the Bonds (or 10% with an approving bond counsel opinion). If the Village enters into a management contract for the Project, the terms of the contract will comply with IRS Revenue Procedure 97 -13, as it may be amended, supplemented or superseded from time to time, so that the contract will not give rise to private business use under the Code and the Regulations. (2) The structure of the use of the Bonds and the payment of the Bonds through special service area taxes constitutes a "tax assessment loan" which is an enforced contribution, is imposed for the purpose of raising revenue for the construction of the Project, is imposed pursuant to a state law of general application, is imposed both upon natural persons not acting in a trade or business and persons acting in a trade or business, finances a municipal water system and sanitary sewer system which are essential governmental functions owned by the Village, allows the owners of both business and non business property benefitting from the Project to be eligible for or require to make deferred payments, and provides terms for payment of the tax the same for all taxed persons. (3) Except as provided in (2) no more than 5% of the Bond proceeds will be loaned to any entity or person other than a state or local governmental unit, and no more than 5% of the Bond proceeds will be transferred, directly or indirectly, or deemed transferred to a nongovernmental person in any manner that would in substance constitute a loan of the Bond proceeds. (4) The Village reasonably expects, as of the date hereof, that the Bonds will not meet either the private business use test or the private loan financing test during the entire term of the Bonds, and therefore the Bonds will not be private activity bonds. (5) Neither the Village nor the President and Board of Trustees will take any action or fail to take any action with respect to the Bonds that would result in the loss of the exclusion from gross income for federal tax purposes on the Bonds pursuant to Section 103 of the Code, nor will the Village or the President and Board of Trustees act in any other manner which would adversely affect such exclusion. 17 (6) These covenants are based solely on current law in effect and in existence on the date of delivery of such Bonds. (7) The Village represents that: (a) The Bonds are not "private activity bonds" as defined in Section 141(a) of the Code. (b) The Village hereby designates the Bonds as qualified tax - exempt obligations for purposes of Section 265(b) of the Code. (c) The reasonably anticipated amount of qualified tax - exempt obligations (including qualified 501(c)(3) obligations and tax - exempt leases, but excluding other private activity bonds) which will be issued by the Village and all entities subordinate to the Village during 2009 does not exceed $30,000,000. (d) The Village has not designated and will not designate more than $30,000,000 of qualified tax - exempt obligations during 2009. The Village hereby authorizes the officials of the Village responsible for issuing the Bonds, the same being the President, the Village Clerk and the Treasurer of the Village, to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the Bonds to be arbitrage bonds and to assure that the interest on the Bonds will be excludable from gross income for federal income tax purposes. In connection therewith, the Village further agrees: (i) through its officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (ii) to consult with counsel approving the Bonds and to comply with such advice as may be given; (iii) to pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds as required pursuant to Section 148 of the Code and the regulations promulgated thereunder; (iv) to file such forms, statements, and supporting documents as may be required and in a timely manner; and (v) if deemed necessary or advisable by their officers, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the Village in such compliance. Section 14. Noncompliance with Tax Covenants. Notwithstanding any other provisions of this Ordinance, the covenants and authorizations contained in this Ordinance which are designed to preserve the exclusion of interest in the Series 2009 Bonds from gross income under federal law need not be complied with if the Village receives an opinion of nationally recognized bond counsel that any such provision is unnecessary to preserve the exemption from federal taxation. 18 Section 15. Continuing Disclosure. The Continuing Disclosure Certificate and Agreement (the "Agreement ") in substantially the form which has been presented at the meeting at which this Ordinance is passed is hereby approved by the President and Board of Trustees. The President and the Village Clerk are hereby authorized and directed to complete, execute and attest the same on behalf of the Village. Notwithstanding any other provisions of this Ordinance, failure of the Village to comply with the Agreement shall not be considered an event of default under the Bonds or this Ordinance. Section 16. Registered Form. The Village recognizes that Section 149(j) of the Internal Revenue Code of 1986, as amended, requires the Bonds to be issued and to remain in fully registered form in order that interest thereon not be includable in gross income for federal income tax purposes under laws in force at the time the Bonds are delivered. The Village will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon form. Section 17. List of Registered Owners. The Bond Registrar shall maintain a list of the names and addresses of the owners of all Bonds, and upon any transfer shall add the name and address of the new Registered Owner and eliminate the name and address of the transferor Registered Owner. Section 18. 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. Subject to modification by the express terms of any such agreement, such duties shall include the following: (1) to act as bond registrar, authenticating agent, paying agent and transfer agent as provided herein; (2) 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 to the extent permitted by law; (3) to give notice of redemption of Bonds as provided herein; (4) to cancel or destroy Bonds which have been paid at maturity or submitted for exchange or transfer; (5) to furnish the Village at least annually a certificate with respect to Bonds canceled or destroyed; and (6) 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 is hereby directed to file a certified copy of this Ordinance with the Bond Registrar. 19 Section 19. Reimbursement. None of the proceeds of the 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 hereof except architectural or engineering costs incurred prior to commencement of any of the Project or expenditures for which an intent to reimburse has been properly declared under or otherwise authorized by 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 not more than 60 days prior to the issuance of the Bonds. The maximum amount of the Bonds expected to be issued for reimbursement is not more than 25% of the par amount thereof. Section 20. Arbitrage Rebate Exemption. The Village recognizes that the provisions of Section 148 of the Code require a rebate to the United States in certain circumstances. An exemption to rebate requirements appears at Section 148(f)(4)(c) of the Code and applies to this issue. No rebate is required or planned by the Village. In support of this conclusion, the Village covenants, represents and certifies as follows: (1) The Village is a governmental unit having general taxing powers. (2) No Bond in this issue is a "private activity bond" as defined in Section 141(a) of the Code. (3) All the net proceeds of the Bonds are to be used for local government activities of the Village described in this Ordinance. (4) That the aggregate face amount of all tax - exempt bonds (other than "private activity bonds" as defined in the Code) issued by the Village (and all subordinate entities thereof) during 2009 is not reasonably expected to exceed $5,000,000. Subject to compliance with all the terms and provisions hereof, the Village is excepted from the required rebate of arbitrage profits on the Bonds under Section 148(f)(4)(D) of the Code and from the terms and provisions of this Ordinance that need only be complied with if the Village is subject to the arbitrage rebate requirement. In the event that the $5,000,000 issuance amount is exceeded during calendar year 2009, the Village will comply with Section 148 of the Code. In a manner similar to arbitrage rebate, the Village will determine and, as applicable, pay yield reduction payments. Section 21. Supplemental Documents. The President, Village Clerk and Village Treasurer are hereby authorized to execute or attest such documents as necessary to carry out the intent of this Ordinance, the execution of such documents to constitute conclusive evidence of their approval and approval hereunder. The President is hereby authorized to execute a Bond Order (the "Bond Order ") with the power to specify or to change any of the provisions in this Ordinance, including but not limited to those concerning the principal amounts, maturity dates, dated dates, mandatory redemption, optional redemption, original issue discount, reoffering premium and interest rates on the Bonds; the Bond Registrar and Paying Agent on the Bonds; and to provide for the amount of the ad valorem tax levy in each of the years as set forth in Section 9. Further, the President is authorized to execute the Purchase Agreement consistent 20 with any changes as set forth in the Bond Order and the Bonds shall be conformed to the Bond Order, if any. Section 22. Village Contribution. Subject to the provisions of Section 8 -1- 7 of the Illinois Municipal Code, the Village reserves the right to budget and appropriate the amount of $35,000 for calendar year 2010 through 2024 to be used for the payment of the debt service on the Bonds. The Village reserves the right to use incremental taxes arising from properties within the SSA paid into the Gateway Redevelopment Project Area to pay the debt service on the Bonds. In such event the tax levy for the Bonds shall be abated to the extent of such contribution from the TIF District. Section 23. 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 24. Repealer and Effective Date. All resolutions, ordinances, orders or parts thereof in conflict herewith be and the same are hereby repealed, and this Ordinance shall be in full force and effect forthwith upon its passage. This Ordinance was passed and deposited in the office of the Village Clerk of the Village of Lemont this 20th day of April, 2009. APPROVED by me this 20th day of April, 2009. JOHN . PIAZZ • , Pre. ident 21 CHARLENE SMOLLEN, Village Clerk VILLAGE OF LEMONT SPECIAL SERVICE AREA NO. 1 THAT PART OF THE SOUTHEAST 1/4 OF SECTION 14 AND THE EAST 1/2 OF THE NORTHEAST 1/4 OF SECTION 23, ALL IN TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN BEING BOUNDED AND DESCRIBED AS FOLLOWS: BEGINNING AT THE INTERSECTION OF THE NORTH LINE OF THE SOUTHEAST 1/4 OF SAID SECTION 14 AND THE WEST LINE OF LOT 1 IN CHARLES E. BOYER'S SUBDIVISION, BEING A SUBDIVISION IN THE WEST 1/2 OF THE SOUTHEAST 1/4 OF SECTION 14, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN; THENCE EAST ALONG THE NORTH LINE OF THE SOUTHEAST 1/4 OF SAID SECTION 14 TO THE EAST LINE OF THE WEST 1/2 OF THE SOUTHEAST 1/4 OF SAID SECTION 14, SAID LINE ALSO BEING THE WEST LINE OF COMMONWEALTH EDISON'S RIGHT OF WAY; THENCE SOUTH ALONG THE LAST DESCRIBED LINE TO THE NORTH LINE OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 14; THENCE EAST ALONG THE LAST DESCRIBED LINE TO A LINE 600.00 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF DOOLIN & KIRK'S RESUBDIVISION OF THE EAST 404.70 FEET OF THE SOUTHWEST 1/4 OF THE SOUTHEAST 1/4 AND OF THE SOUTHEAST 1/4 OF THE SOUTHEAST 1/4 OF SECTION 14, TOWNSHIP 37 NORTH, RANGE 11, EXCEPT LOTS 1, 2, 3, 4 AND 5 OF CHRISTIAN BOE'S SUBDIVISION OF CERTAIN PARTS THEREOF RECORDED AUGUST 30, 1889 PER DOCUMENT NO. 1149383, SAID EAST LINE OF DOOLIN & KIRK'S RESUBDIVISION ALSO BEING THE EAST LINE OF THE SOUTHEAST 1/4 OF SAID SECTION 14; THENCE SOUTH ALONG SAID LINE BEING 600.00 FEET WEST OF AND PARALLEL WITH SAID EAST LINE OF DOOLIN & KIRK'S RESUBDIVISION TO A POINT IN A LINE BEING 436.00 FEET NORTH OF THE SOUTH LINE, AS MEASURED ALONG THE EAST LINE, OF LOT 2 IN SAID DOOLIN & KIRK'S RESUBDIVISION; THENCE EAST ALONG THE LAST DESCRIBED LINE PARALLEL WITH THE SOUTH LINE OF SAID LOT 2, TO THE EAST LINE OF LOT 2 IN SAID DOOLIN & KIRK'S RESUBDIVISION; THENCE SOUTH ALONG THE LAST DESCRIBED LINE TO THE NORTHWEST CORNER OF LOT 5 IN SAID DOOLIN & KIRK'S RESUBDIVISION; THENCE EAST ALONG THE NORTH LINE OF SAID LOT 5 TO A LINE 33.00 FEET WEST OF THE EAST LINE OF SAID LOT 5, BEING ALSO THE WEST LINE OF BELL ROAD /OLD ARCHER AVENUE; THENCE SOUTH ALONG THE LAST DESCRIBED LINE TO THE NORTH LINE OF CHICAGO- JOLIET ROAD; THENCE WEST ALONG THE LAST DESCRIBED LINE TO ITS INTERSECTION WITH THE NORTHERLY EXTENSION OF A LINE 101.94 FEET WEST OF AND PARALLEL WITH THE EAST LINE OF LOT 5 IN CHRISTIAN BOE'S SUBDIVISION IN THE SOUTHEAST PART OF THE SOUTHEAST 1/4 OF SECTION 14, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN, RECORDED AUGUST 28, 1872 PER DOCUMENT NO. 52612; THENCE SOUTH ALONG THE LAST DESCRIBED LINE TO THE NORTH LINE OF THE EAST 1/2 OF THE NORTHEAST 1/4 OF SECTION 23, TOWNSHIP 37 NORTH, RANGE 11 EAST OF THE THIRD PRINCIPAL MERIDIAN; THENCE EAST ALONG THE LAST DESCRIBED LINE TO THE WEST LINE OF BELL ROAD /OLD ARCHER AVENUE; THENCE SOUTH ALONG THE LAST DESCRIBED LINE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF OLD ARCHER AVENUE AS IT RUNS IN A SOUTHWESTERLY AND NORTHEASTERLY DIRECTION; THENCE SOUTHWESTERLY ALONG THE LAST DESCRIBED LINE TO A LINE 150.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED PERPENDICULAR TO, THE WEST LINE OF THE EAST 1/2 OF THE NORTHEAST 1/4 OF SAID SECTION 23; THENCE NORTH ALONG THE LAST DESCRIBED LINE TO THE SOUTH LINE OF THE SOUTHEAST 1/4 OF SAID SECTION 14; THENCE NORTH ALONG A LINE 150.00 FEET EAST OF AND PARALLEL WITH, AS MEASURED PERPENDICULAR TO, THE WEST LINE OF THE EAST 1/2 OF THE SOUTHEAST 1/4 OF SAID SECTION 14 TO THE NORTH LINE OF CHICAGO - JOLIET ROAD AS WIDENED; THENCE WEST ALONG THE LAST DESCRIBED LINE TO THE EAST LINE OF NORTHERN ILLINOIS GAS COMPANY'S PROPERTY AS PER DOCUMENT NUMBER 18785599 RECORDED MAY 2, 1963; THENCE NORTH ALONG THE LAST DESCRIBED LINE TO THE NORTH LINE OF SAID NORTHERN ILLINOIS GAS COMPANY'S PROPERTY; THENCE WEST ALONG THE LAST DESCRIBED LINE TO THE WEST LINE OF LOT 2 IN SAID DOOLIN & KIRK'S RESUBDIVISION ALSO BEING THE EAST LINE OF LOT 6 IN SAID CHARLES E. BOYER'S SUBDIVISION; THENCE SOUTH AND WEST ALONG THE NORTH LINE OF SAID NORTHERN ILLINOIS GAS COMPANY'S PROPERTY TO THE WEST LINE OF LOT 6 IN SAID CHARLES E. BOYER'S SUBDIVISION; THENCE NORTH ALONG THE LAST DESCRIBED LINE TO THE SOUTH LINE OF THE 22 NORTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 14; THENCE EAST ALONG THE LAST DESCRIBED LINE TO THE WEST LINE OF LOT 1 IN SAID CHARLES E. BOYER'S SUBDIVISION ALSO BEING THE WEST LINE OF THE EAST 1/4 OF THE NORTHWEST 1/4 OF THE SOUTHEAST 1/4 OF SAID SECTION 14; THENCE NORTH ALONG THE LAST DESCRIBED LINE TO THE POINT OF BEGINNING, EXCEPTING THEREFROM THAT PART OF LOT 4 IN SAID CHRISTIAN BOE'S SUBDIVISION LYING SOUTH OF THE SOUTH LINE OF CHICAGO JOLIET ROAD AS WIDENED, ALL IN COOK COUNTY, ILLINOIS. P.I.N. 22 -14- 400 -018, -021, -024, -026, -030, -031, and -032 22 -14- 400 -034 through -039 22 -14- 401 -009, -014, -023, -024, -027, and -028 22 -14- 402 -003 and -013 22 -23- 203 -003, -004, -008 and -011 23 CERTIFICATE I, the undersigned, DO HEREBY CERTIFY that I am the duly qualified and acting Clerk of the Village of Lemont, Cook, DuPage, and Will Counties, Illinois, and, as such I am the keeper of the records and files and am custodian of the seal of said Village. I DO FURTHER CERTIFY that the foregoing is a complete, true, and correct copy of Ordinance No. 0 -36 -09 entitled: AN ORDINANCE PROVIDING FOR THE ISSUE OF $1,430,000 SPECIAL SERVICE AREA NO. 1 (ROUTE 83 AND MAIN STREET) SPECIAL AD VALOREM TAX BONDS, SERIES 2009, 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 duly passed by not less than a majority of the President and Board of Trustees at its regular meeting held on April 20, 2009, approved by the President on said date, and is now in full force and effect. IN WITNESS WHEREOF, I have hereunto affixed my official seal, signature and the corporate seal this 20th day of April, 2009. ( CORPORATE ) ( SEAL ) Village Clerk CONTINUING DISCLOSURE CERTIFICATE AND AGREEMENT This Continuing Disclosure Certificate and Agreement (the "Disclosure Agreement") dated as of May 1, 2009, is executed and delivered this 7th day of May, 2009 (the "Dated Date ") by the Village of Lemont, Illinois (the "Issuer") in connection with the issuance of $1,430,000 Special Service Area No. 1 (Route 83 and Main Street) Special Ad Valorem Tax Bonds, Series 2009 (the "Bonds ") for Special Service Area No. 1 (the "SSA "). The Bonds are being issued pursuant to the Issuer's Ordinance No. O -3 (9-©' , adopted April 20, 2009 (as supplemented and amended, the "Authorizing Ordinance ") by the Issuer's President and Board of Trustees (the "Corporate Authorities "). The Issuer covenants and agrees as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Issuer for the benefit of the registered owners and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with Rule 15c2- 12(b)(5) of the Securities and Exchange Commission ( "SEC"). The aggregate principal amount of obligations to be taken into account by the Issuer under such Rule 15c- 2- 12(b)(5) presently exceeds $10,000,000. SECTION 2. Definitions. In addition to the definitions set forth in the Authorizing Ordinance, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, certain capitalized terms shall have the meanings, as follows: "Annual Report" shall mean any Annual Report provided by the Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Central Post Office" means DisclosureUSA, any successor thereto, or any other conduit entity recognized, including "EMMA ", authorized or approved by the Securities and Exchange Commission for the submission of Annual Reports and Material Event notices to the Repositories. "Dissemination Agent" shall mean the duly selected and acting Village Administrator, or any successor Dissemination Agent designated in writing by the Issuer and which has filed with the Issuer a written acceptance of such designation. "EMMA" means the MSRB's Electronic Municipal Market Access system. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" means the Municipal Securities Rulemaking Board. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. Currently, the following are National Repositories: Bloomberg Municipal Repository 100 Business Park Drive Skillman, N.J. 08558 Phone: (609) 279 -3225 Fax: (609) 279 -5962 E -mail: Munis@Bloomberg.com Website: http: / /www.bloomberg.com/ markets/rates/municontacts.html Interactive Data Pricing and Reference Data, Inc. Attn: NRMSIR 100 William Street, 15th Floor New York, NY 10038 Phone: (212) 771 -6999; 800 -689 -8466 Fax: (212) 771 -7390 E -mail: NRMSIR@interactivedata.com Website: http://www.interactivedata-prd.com Standard & Poor's Securities Evaluations, Inc. 55 Water Street - 45th Floor New York, NY 10041 Phone: (212) 438 -4595 Fax: (212) 438 -3975 E -mail : nrmsir_repository @sandp.com Website: http: / /www.disclosuredirectory. standardandpoors.com / DPC Data Inc. One Executive Drive Fort Lee, New Jersey 07024 Phone: (201) 346 -0701 Fax: (201) 947 -0107 E -mail: nrmsir @dpcdata.com Website: http: / /www.MuniF1LINGS.com EMMA On and after July 1, 2009 the sole National Repository shall be MSRB's EMMA. See the attached memorandum concerning EMMA. See www.emma.msrb.org. Electronic submissions: www.DisclosureUSA.org CENTRAL POST OFFICE Mailing Address: Disclosure USA P.O. Box 684667 Austin, Texas 78768 -4667 Physical Address: Disclosure USA 600 West 8th Street Austin, Texas 78701 "Participating Underwriter" shall mean Bernardi Securities, Inc., Chicago, Illinois, the original underwriter of the Bonds, which is required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2- 12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of Illinois. "State Repository" or "SID" shall mean any public or private repository or entity designated by the State as a state information depository (a "SID ") for the purpose of the Rule. As of the date of this Disclosure Agreement, there is no State Repository. "Tax- exempt" shall mean that interest on the Bonds is excluded from gross income for federal income tax purposes, whether or not such interest is includable as an item of tax preference or otherwise includable directly or indirectly for purposes of calculating any other tax liability, including any alternative minimum tax or environmental tax. SECTION 3. Provision of Annual Reports. (a) The Issuer shall, or shall cause the Dissemination Agent, not later than 180 days after the end of each fiscal year of the Issuer, commencing with the fiscal year ending April 30, 2009 (each such date being an "Annual Disclosure Date "), to provide to each Repository, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. Not later than fifteen (15) business days prior to such Annual Disclosure Date, the Issuer shall provide the Annual Report to the Dissemination Agent, who shall provide the Annual Report, to any person who makes a request. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross - reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Issuer may be submitted separately from the balance of the Annual Report. (b) If the Issuer is unable to provide to the Repositories an Annual Report by the date required in subsection (a), the Issuer shall send a notice to each Repository and the Municipal Securities Rulemaking Board] in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall: (i) determine each year prior to the date for providing the Annual Report the name and address of each National Repository and each State Repository, if any, by contacting: ; and Municipal Securities Rulemaking Board 1900 Duke Street, Suite 600 Alexandria, VA 22314 Tele: (703) 797 -6600 (between 7:30 a.m. and 5:00 p.m. Eastern Time) Fax: (for inquiries only; not for submissions): (703) 797 -6700 http: / /www.msrb.org (ii) file a report with the Issuer certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided and listing all the Repositories to which it was provided. -3- SECTION 4. Content of Annual Reports. The Issuer's Annual Report shall contain or incorporate by reference the following: (a) The Issuer's audited annual financial statements (which are prepared according to generally accepted accounting principles applicable to local governmental entities). (b) Financial information or operating data regarding the Issuer, for which financial information or operating data is presented in the final official statement, shall include, at a minimum, that financial information and operating data which is customarily prepared by the Issuer and is publicly available. (c) Information provided by the Issuer under the captions in the final Limited Offering Memorandum, as follows: 1. The table under the heading "SPECIAL SERVICE AREA EQUALIZED ASSESSED VALUE (EAV) INFORMATION "; and 2. The tables in the Appendices. 3. The current owner of the real property located within the Special Service Area and the name of the businesses located within the Special Service Area, the business name of the buildings within the Special Service Area and the general property tax delinquencies or delays in payment. 4. Description of Parcels at pp. 9 -14. To the extent that the foregoing are included in or easily derived from the financial statements in (a) above, such information may not necessarily be restated separately under (b). Any or all of the items listed above may be incorporated by reference from other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify each such other document so incorporated by reference. SECTION 5. Reporting of Significant Events. (a) This Section 5 shall govern the giving of notices of the occurrence of any of the following events (each a "Listed Event "): (1) Principal and interest payment delinquencies; (2) Non - payment related defaults; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; -4- (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions or events affecting the tax- exempt status of the security; (7) Modifications to rights of security holders; (8) Bond calls; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the securities; (11) Rating changes. (b) The Issuer shall promptly file or cause the Dissemination Agent to file a notice of the occurrence of any Listed Event with the Municipal Securities Rulemaking Board and each State Repository. SECTION 6. Termination of Reporting Obligation. The Issuer's obligations under this Disclosure Agreement shall terminate upon the defeasance, prior redemption or payment in full of all of the Bonds. SECTION 7. Dissemination Agent. The Issuer may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be the Issuer's Village Administrator. SECTION 8. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Issuer may amend this Disclosure Agreement, and any provision of this Disclosure Agreement may be waived, if such amendment or waiver is supported by an opinion of counsel expert in federal securities laws, to the effect that such amendment or waiver would not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or waiver had been effective on the date hereof but taking into account any subsequent change in or critical interpretation of the Rule. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Issuer from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Issuer chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Issuer shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. -5- SECTION 10. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Agreement the Participating Underwriter or the registered owner or beneficial owner of any Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed a default or an event of default under the Authorizing Ordinance, and the sole remedy under this Disclosure Agreement in the event of any failure of the Issuer to comply with this Disclosure Agreement shall be an action to compel performance. SECTION 11. Duties. Immunities and Liabilities of Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and to the extent permitted by applicable law, the Issuer agrees to indemnify and save the Dissemination Agent harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's gross negligence or willful misconduct. The obligations of the Issuer under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the Issuer, the Dissemination Agent, the Participating Underwriter and the registered owners and beneficial owners from time to time of the Bonds, and shall create no rights in any other person or entity. This Disclosure Agreement is made and delivered as of the Dated Date set forth above. This may be executed in counterparts: Acknowledged and Accepted: VILLAGE OF LEMONT, ILLINOIS By Wirral/1f Vil age President Village administrator, as Dissemination Agent EXHIBIT A NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer (the "Issue"): Village of Lemont, Illinois Bond Issues (the "Bonds "): $1,430,000 Special Service Area No. 1 (Route 83 and Main Street) Special Ad Valorem Tax Bonds, Series 2009 (the `Bonds "), dated May 1, 2009 Date of Issuance: May 7, 2009 NOTICE IS HEREBY GIVEN that the Issuer has not provided an Annual Report with respect to the Bonds as required by the Issuer's Ordinance No. (9- 36-041 , adopted April 20, 2009. The Issuer anticipates that the Annual Report will be filed or otherwise available by Dated: VILLAGE OF LEMONT, ILLINOIS ELECTRONIC MUNICIPAL MARKET ACCESS SYSTEM EMMA/Sole NRMSIR On and after July 1, 2009, the MSRB (through "EMMA ") will be the sole Nationally Recognized Municipal Securities Information Repository ( "NRMSIR "). The Electronic Municipal Market Access ( "EMMA ") system, is a centralized online database, operated by the Municipal Securities Rulemaking Board ( "MSRB "), that provides free public access to disclosure and transaction information about municipal bonds. EMMA can be found online at www.emma.msrb.org. Information through EMMA Beginning July 1, 2009, municipal issuers and agents that handle continuing disclosure documents on their behalf are to submit such documents to the EMMA system. Submission of documents to EMMA Issuers and agents will be able to choose from two submission methods: Through an Internet -based upload to the EMMA website With a direct computer -to- computer connection Submitters would be through an on -line form, or submit a pre - completed file, through e-mail including types of information, as follows: Document category (e.g., annual financial statement, type of material event notice) Time period covered by any annual financial information/operating data, financial statements, etc. Name and date of each document CUSIP number, issuer name, state, description, dated date, maturity date and/or coupon date Contact information for the submitter Documents are to be submitted to EMMA as portable- document format (PDF) files that can be saved, viewed, printed and electronically retransmitted. Document submission is free of charge for issuers and their agents. The MSRB is to provide on -line a set of submission instructions. See www.emma.msrb.org Voluntary disclosures The MSRB allows municipal bond issuers to submit voluntary disclosures to EMMA. -8- $1,430,000 VILLAGE OF LEMONT, ILLINOIS Special Service Area No. 1 (Route 83 and Main Street) Special Ad Valorem Tax Bonds, Series 2009 April 20, 2009 PURCHASE CONTRACT Village of Lemont 418 Main Street Lemont, Illinois 60439 -3708 Ladies and Gentlemen: The undersigned, Bernardi Securities, Inc. (as underwriter, the "Purchaser "), hereby offers to purchase from the Village of Lemont, Illinois (the "Issuer "), the $1,430,000 aggregate principal amount of Special Service Area No. 1 (Route 83 and Main Street) Special Ad Valorem Tax Bonds, Series 2009 (the "Bonds ") to be issued by the Issuer under and pursuant to an authorizing ordinance adopted by the President and Board of Trustees of the Issuer on April 20, 2009 (the "Bond Ordinance "). The Bonds are issued to finance the costs of the acquisition, construction and installation of a sanitary sewer system and a water system, and related improvements, facilities and costs (collectively, the "Project ") to serve Special Service Area No. 1 (the "SSA ") established under the Special Service Area Tax Law (as supplemented and amended, the "Act ") and related SSA Issuer proceedings (the "SSA Proceedings "). The Bonds shall mature on the dates, in the years and in the amounts and shall bear interest at the rates per annum set forth in Schedule A hereto. This offer is made subject to your acceptance of this Bond Purchase Agreement (the "Agreement ") on or before 10:00 p.m., Central Time, on May 7, 2009. Upon your acceptance of, the following agreement will be binding upon the Issuer and the Purchaser. The words and terms used herein shall have the respective meanings ascribed to them herein and otherwise in the Bond Ordinance unless some other meaning is plainly indicated. The words "Transaction Documents" when used herein shall mean, individually and collectively, the following: the Bonds; the Bond Ordinance; the SSA Proceedings; this Agreement; the Limited Offering Memorandum; and any and all other documents or instruments that evidence or are a part of the transactions referred to herein or in the Limited Offering Memorandum or contemplated hereby or by the Limited Offering Memorandum; provided, however, that when the words "Transaction Documents" are used in the context of the authorization, execution, delivery, approval or performance of the Transaction Documents that provide for or contemplate authorization, execution, delivery, approval or performance by such party. 1. Purchase of Bonds. Upon the terms and conditions and upon the basis of the respective representations, warranties and covenants hereinafter set forth, the Purchaser hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell to the Purchaser, all (but not less than all) of the Bonds at a purchase price equal to (i) aggregate principal amount of the Bonds, (ii) less an underwriting discount, plus (iii) accrued interest (if any), all as set forth in Schedule A hereto, and Bond issuance costs directly paid by the Purchaser, which is hereby authorized. 2. Public Offering. The Purchaser intends to make an initial bona fide public offering of all of the Bonds at not in excess of the prices shown on Schedule A provided, however, that the Purchaser may subsequently change such offering price or prices. The Purchaser may offer and sell the bonds to certain dealers (including dealers depositing bonds into investment trusts) at prices lower than the principal amount thereof. 3. Limited Offering Memorandum. The Issuer hereby agrees to deliver to the Purchaser within seven business days after the date hereof, the Limited Offering Memorandum, dated the date hereof, relating to the Bonds (which, together with the cover page, and all exhibits, appendices, maps, pictures, diagrams, reports and statements included therein or attached thereto and any amendments and supplements that may be authorized for use with respect to the Bonds are herein called the "Limited Offering Memorandum ") executed on behalf of the Issuer by a duly authorized officer in such quantity that the Purchaser may request to enable the Purchaser to provide the Limited Offering Memorandum to potential customers and to comply with any rules of the Municipal Securities Rulemaking Board and the Securities and Exchange Commission. The Issuer hereby deems the information contained in the Limited Offering Memorandum regarding the Issuer to be "final" as of its date for the purposes of paragraph b(1) of Rule 1 5c2 -12 of the Securities and Exchange Commission under the Securities and Exchange Act of 1934. The Issuer consents to the use by the Purchaser (subject to the right of the Issuer to withdraw such consent for cause by written notice to the Purchaser) prior to the date upon which the Limited Offering Memorandum is available for distribution, drafts of the Limited Offering Memorandum, in connection with the proposed offering of the Bonds. 4. Issuers Representations and Warranties. The Issuer hereby represents and warrants to the Purchaser that: (a) The Issuer is and will be at Closing (as defined below in paragraph 5 hereof) a municipal corporation and political subdivision of the State of Illinois created and existing under the laws of the State of Illinois with the power and authority set forth in the Act; (b) The Issuer is authorized by the laws of the State of Illinois, including particularly the Act, (i) to issue, sell and deliver the Bonds for the purposes set forth in the opening paragraphs hereof and in the Bond Ordinance and (ii) to enter into and perform its obligations under this Agreement and the Bond Ordinance; (c) The Issuer has full power and authority to consummate the transactions contemplated by this Agreement, the Bonds, the Bond Ordinance, the SSA Proceedings, and the Limited Offering Memorandum and has authorized and approved the execution and delivery of this Agreement; (d) The information contained in the Limited Offering Memorandum with respect to the Issuer and the SSA is and, as of the date of Closing, will be correct in all material respects and does not, and at the Closing, will not omit to state any material fact required to be stated therein or necessary to make any statement made therein, in light of the circumstances under which it was make, not misleading; (e) Prior to the Closing, the Issuer shall have duly authorized all necessary action to be taken by it for: (I) the issuance and sale of the Bonds upon the terms set forth herein and in the Limited Offering Memorandum, (ii) the approval, execution, delivery and receipt by the Issuer of the Bond Ordinance, the Bonds, this Agreement and any and all such other agreements and documents as may be required to be executed, delivered and received by the Issuer in order to carry out, give effect to, and consummate the transactions contemplated hereby and by the Limited Offering Memorandum; and (iii) the approval of the use of the Limited Offering Memorandum; (f) The Bonds when executed, issued, authenticated delivered and paid for as herein and in the Bond Ordinance provided and the Transaction Documents to which the Issuer is a party, is bound or has authorized, when executed will have been duly authorized and issued and will constitute valid and binding obligations of the Issuer enforceable in accordance with their terms (subject to any applicable bankruptcy, reorganization, insolvency, moratorium or other similar law or laws affecting the enforcement of creditors' rights generally or against municipal corporations such as the Issuer from time to time in effect and further subject to the availability of equitable remedies); (g) Except as may be set forth in the Limited Offering Memorandum, there is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body, pending or, to the knowledge of the Issuer, threatened against or materially adversely affect (i) the transactions contemplated hereby or by the Transaction Documents, 2 (ii) the validity or enforceability in accordance with their respective terms of the Bonds, the Bond Ordinance, the SSA Proceedings, this Agreement or any agreement or instrument to which the Issuer is a party, is bound or has authorized, used or contemplated for use in the consummation of the transactions contemplated hereby or by the Transaction Documents, (iii) the federal tax exempt status of the interest on the Bonds, or (iv) the existence or powers of the Issuer; (h) The execution and delivery by the Issuer of this Agreement, the Bonds, the Bond Ordinance and the other Transaction Documents contemplated hereby and by the Limited Offering Memorandum to be authorized, executed and delivered by the Issuer, and compliance with the provisions thereof, and the approval of the use of the Limited Offering Memorandum, do not conflict with or constitute on the part of the Issuer a breach of or a default under or under any existing law, court or administrative regulation, decree, order, agreement, indenture, mortgage or lease by which the Issuer is or may be bound; (i) The Issuer agrees to reasonably cooperate with the Purchaser in any endeavor to qualify the Bonds for offering and sale under the securities or "Blue Sky" laws of such jurisdictions of the United States as the Purchaser may request; provided, however, that the Issuer shall not be required with respect to the offer of sale of the Bonds, or otherwise, to file written consent to suit or to file written consent to service of process in any jurisdiction. The Issuer consents to the use of drafts of the Limited Offering Memorandum prior to the availability of the Limited Offering Memorandum, by the Purchaser in obtaining such qualifications, subject to the right of the Issuer to withdraw such consent for cause by written notice to the Purchaser. The Purchaser shall pay all expenses and costs (including registration and filing fees and legal fees of counsel to the Purchaser) incurred in connection therewith; (j) Any certificate signed by an authorized officer of the Issuer and delivered to the Purchaser shall be deemed a representation and warranty by the Issuer to the Purchaser as to the statements made therein; (k) The audited financial statements of the Issuer included in the Limited Offering Memorandum fairly present the financial condition of the Issuer as of the dates thereof all in accordance with generally accepted accounting principles consistently applied except as stated in the noted thereto, and there has been no material adverse change in the condition, financial or otherwise, of the Issuer form that set forth in such financial statements as of April 30, 2008, except as disclosed in the Limited Offering Memorandum; (I) The Issuer, after taking into account the issuance of the Bonds, will not have more than $30 Million in bonds outstanding under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code "); and (m) The Issuer is not currently, nor has it been at any time subsequent to December 31, 1975, in default in the payment of the principal of or interest on any obligation issued by it. 5. Closing. Prior to or at 11:59 AM, Central Time, on May 7, 2009 or at such other time or such other date as shall have been mutually agreed upon by the Issuer and the Purchaser (the "Closing Time "), the Issuer will deliver, or cause to be delivered, to or at the Purchaser's direction or otherwise at the Purchaser's direction, the Bonds, in definitive form duly executed and authenticated by the Bond Registrar together with the other documents hereinafter mentioned or required; and the Purchaser will accept such delivery and pay the purchase price of the Bonds by delivering to the Issuer immediately available funds payable to the order of the Issuer, including by wire transfer of funds in an amount equal to the purchase price. Payment and delivery of the Bonds as aforesaid shall be made as described on Schedule A. attached hereto and made a part hereof. Such payment and delivery is herein called the "Closing." The Bonds will be delivered in denominations as set forth in the Bond Ordinance as definitive Bonds in fully registered form, and in such amounts as the Purchaser may request not less than five business days prior to the Closing, and will be made available to the Purchaser through the facilities of DTC or otherwise as the Purchaser and the Bond Registrar shall agree not less than 24 hours prior to the Closing. It is anticipated that CUSIP identification numbers will be placed on the Bonds, but neither the failure to print such numbers on any Bond nor any error in the printing of such numbers shall constitute cause for a 3 failure or refusal by the Purchaser to accept delivery of and pay for any Bonds. 6. Events Permitting Purchaser To Terminate. The Purchaser shall have the right to cancel its obligation to purchase the Bonds if between the date hereof and the date of the Closing if: (i)(A) legislation shall be enacted or be actively considered for enactment by the Congress, or recommended to the Congress for passage by the President of the United States, or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, or (B) a decision by a Federal court of the United States or the United States Tax Court shall be rendered, or a ruling or regulation by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made with respect to Federal taxation upon interest on the Bonds, or (C) other action or events shall have occurred or transpired, any of which has the purpose or effect, directly or indirectly, of adversely affecting the Federal income tax consequences of any of the transactions contemplated in connection herewith, or materially adversely affects the market for the Bonds or the ability of the Purchaser to enforce contracts for the sale of the Bonds at the contemplated offering price, or (ii) there shall exist any fact or any event shall have occurred which makes untrue or incorrect any statement of a material fact or material information contained in the Limited Offering Memorandum as then amended or supplemented but should be reflected therein in order to make the statements and information contained therein not misleading in any material respect or (iii) there shall have occurred any outbreak or escalation of hostilities or any national or international calamity or crisis, including a financial crisis, the effect of which on the financial markets of the United States being such as would materially adversely affect the market for the Bonds or the ability of the Purchaser to enforce contracts for the sale of the Bonds at the contemplated offering prices (it being agreed by the Purchaser that there is no such outbreak or escalation of hostilities or any national or international calamity or crisis of such a character as of the date hereof), or (iv) there shall be in force a general suspension of trading on the New York Stock Exchange or a general banking moratorium shall have been declared by Federal, state or New York authorities, the effect of which on the financial markets of the United States is such as would materially adversely affect the market for the Bonds or the ability of the Purchaser to enforce contracts for the sale of the Bonds at the contemplated offering prices. 7. Conditions to Closing, The obligations hereunder of each party hereto shall be subject to (i) to the performance by the other parties of their respective obligations to be performed hereunder at and prior to the Closing Time, (ii) to the accuracy in all material respects of the representations and warranties herein of the other parties as of the date hereof and as of the Closing Time, and (iii) to the following conditions, including the delivery by the appropriate party or parties hereto or other entities of such documents as are enumerated herein: (a) At the Closing Time, (i) the Transaction Documents shall have been authorized, executed and delivered, all in Bond Counsel's possession, and shall not have been amended, modified or supplemented except as may have been agreed to in writing by the Purchaser and the Issuer, the Closing in all events, however, to be deemed such approval, (ii) the proceeds of the sale of the Bonds shall have been deposited and applied as described in the Bond Ordinance and the Limited Offering Memorandum, and (iii) the Issuer shall have duly adopted and there shall be in full force and effect such ordinances, resolutions and other actions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby. (b) At or prior to the Closing Time, the Purchaser and the Issuer shall have received counterparts, copies or certified copies (as appropriate) of the following documents in such number as shall be reasonably required: 1. The approving opinion of Louis F. Cainkar, Ltd., Bond Counsel, and of the Issuer's Counsel, Antonopoulos & Virtel, P.C., dated the date of Closing, addressed to, and in forms and content acceptable to, the Issuer and the Purchaser. 2. The Limited Offering Memorandum authorized and approved on behalf of the Issuer by a duly authorized official thereof. 3. The Bond Ordinance and other Transaction Documents, duly adopted by the Issuer. 4. Other certificates listed on a closing agenda to be approved by counsel to the Issuer, Bond Counsel, and the Purchaser, including any certificates or 4 representations of the Issuer required in order for Bond Counsel to deliver the opinion referred to in Section (b)(1) above. 5. A completed Form 8038 -G (Information Return for Tax - Exempt Governmental Obligations). 6. A receipt of the Issuer for the purchase price of the Bonds. 7. A Continuing Disclosure Certificate and Agreement to provide certain information on request and to report certain material events pursuant to the requirements of Rule 15c2 -12 of the Securities and Exchange Commission. 8. Instruments and other documents as Bond Counsel, the Purchaser, or counsel to the Issuer may reasonably request to evidence compliance with all legal requirements, the truth and accuracy, as of the Closing, of the representations herein and the due performance or satisfaction or all agreements then to be performed and all conditions then to be satisfied. Unless performance is waived in writing by the party or parties for whose benefit a condition or obligation is intended, if any person shall be unable to satisfy the above conditions to the obligations of any party to this Agreement, or if the obligations hereunder of any party shall be terminated for any reason permitted by this Agreement and unless otherwise waived, this Agreement shall terminate and neither the Purchaser nor the Issuer shall be under further obligation hereunder; except that the respective obligations to pay expenses, as provided in Section 10 hereof, shall continue in full force and effect. 8. Conditions to Issuers Obligations. The obligations of the Issuer hereunder are subject to the performance by the Purchaser of its obligations hereunder. 9. Survival of Representations, Warranties, and Agreements. All representations, warranties and agreements of the Issuer and the Purchaser, respectively, shall remain operative and in full force and effect, regardless of any investigations made by or on behalf of any other party and shall survive the Closing. The obligations of the Issuer and the Purchaser under Section 10 hereof shall survive any termination of this Agreement. 10. Expenses. If the Bonds are sold to the Purchaser by the Issuer, the Issuer shall pay the following expenses incident to the performance of their obligations hereunder: (i) the cost of the preparation, printing and distribution of the Transaction Documents (for distribution on or subsequent to the date of execution of this Agreement); (ii) the cost of preparation and printing of the definitive Bonds; and (iii) the fees and expenses of Bond Counsel, the Underwriter's Counsel and the Issuer's Counsel and any other experts or consultants retained by the Issuer; and (iv) fees of the Bond Registrar /Paying Agent. The Purchaser is authorized to disburse Bond issuance costs and expenses and receive a credit therefore against the purchase price for the Bonds. If the Bonds are sold to the Purchaser by the Issuer, the Issuer shall pay, including as a credit against the proceeds of the Bonds, the discount of the Purchaser or the purchase price paid for the Bonds shall reflect such discount. The Purchaser shall pay: (i) all advertising expenses in connection with the public offering of the Bonds; (ii) all other expenses incurred by them or any of them in connection with their public offering and distribution of the Bonds, including, but not limited to, the costs of Blue Sky registration; (iii) the fees and disbursements of counsel to the Purchaser, if any. 11. Amendments to Limited Offering Memorandum. If after the date of this Agreement and until the earlier of (i) ninety (90) days after the end of the underwriting period (as defined in Rule 1 5c2 -1 2) or (ii) the time when the Limited Offering Memorandum is available to any person from a nationally recognized municipal securities information repository, but in no case less than twenty -five (25) days following the end of the underwriting period, an event relating to or affecting the Issuer shall occur as a result of which it is necessary, in the opinion of Bond Counsel or the Purchaser, to amend or supplement the Limited Offering Memorandum in order to make the Limited Offering Memorandum not misleading in the light of the circumstances then existing, the Issuer will forthwith prepare and furnish to the Purchaser a reasonable 5 number of copies of an amendment of or supplement to the Limited Offering Memorandum (in form and substance satisfactory to the Purchaser) which will amend or supplement the Limited Offering Memorandum so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements not misleading. The expenses of preparing such amendment or supplement shall be borne by the Issuer. Thereafter, all references to and representations regarding the Limited Offering Memorandum contained herein shall refer to or regard the Limited Offering Memorandum as so amended or supplemented. For the purpose of this paragraph 11 the Issuer will furnish to the Purchaser such information with respect to the Issuer and the SSA as the Purchaser may from time to time reasonably request. 12. Third Party Beneficiaries. The Issuer agrees that the Purchaser are and shall be third party beneficiaries of any and all representations and warranties made by the Issuer in the Transaction Documents, to the same effect as if the Issuer had made such representations and warranties to the Purchaser in this Agreement. 13. Notices. Any notice or other communication to be given to the Issuer under this Agreement may be given by delivering the same in writing at its address set forth above, and any notice or other communications to be given to the Purchaser under this Agreement may be given be delivering the same in writing to the Purchaser at Bernardi Securities, Inc., 105 W. Adams, Suite 1900, Chicago, Illinois 60603. 14. Successors. This Agreement is made for the benefit of the Issuer and the Purchaser (including the successors or assigns of the Purchaser) and no other person including any purchaser of the Bonds shall acquire or have any rights hereunder or by virtue hereof. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 16. Effectiveness. This Agreement shall become effective upon your written acceptance below. 17. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall constitute an original and all together shall constitute but one and the same instrument. This page may be executed in counterparts. 18. Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or section of this Agreement. [This page may be executed in counterparts.] Yours Truly, BERNARDI SECURITIES, INC. By: Robert P. Vail, Vice President 6 Accepted and agreed to as of The date first above written: VILLAGE OF LEMONT, ILLINOIS By: Jahn F. Piazza, Villa 7 VILLAGE OF LEMONT, ILLINOIS $1,430,000 SPECIAL SERVICE AREA NO. 1 (ROUTE 83 AND MAIN STREET) SPECIAL AD VALOREM TAX BONDS, SERIES 2009 SCHEDULE A TO BOND PURCHASE AGREEMENT Pursuant to paragraph 5 of the Bond Purchase Agreement, payment of the Bonds shall be made to the Issuer in immediately available funds, including wire transfer of immediately funds or such other mutually agreeable arrangements as the Issuer directs. The Bonds shall be available for delivery through the facilities of The Depository Trust Company, New York, New York. Maturity Principal ($) Interest Rate( %) Yield /Price ($) December 1, 2010(1) 65,000 5.25 65,000 December 1, 2011(1) 65,000 5.25 65,000 December 1, 2012(1) 70,000 5.25 70,000 December 1, 2013(1) 75,000 5.25 75,000 December 1, 2014(1) 80,000 5.25 80,000 December 1, 2015(1) 85,000 5.25 85,000 December 1, 2016(1) 90,000 5.25 90,000 December 1, 2017(1) 90,000 5.25 90,000 December 1, 2018(1) 95,000 5.25 95,000 December 1, 2019(1) 105,000 5.25 105,000 December 1, 2020(2) 110,000 5.75 110,000 December 1, 2021(2) 115,000 5.75 115,000 December 1, 2022(2) 120,000 5.75 120,000 December 1, 2023(2) 130,000 5.75 130,000 December 1, 2024(2) 135,000 5.75 135,000 (1) $820,000 Term Bonds maturing December 1, 2019 (2) $610,000 Term Bonds maturing December 1, 2014 Subject to optional (on and after December 1, 2019) and mandatory sinking fund redemption as provided in the Bond Ordinance. Dated Date: May 1, 2009 Principal Amount: $1,430,000.00 Underwriting Discount: $28,600.00 Original Issue Discount: $n /a Reoffering Premium: $n /a Accrued Interest *: $1,302.08 *Subject to Change based on issuance date changes. 8