O-71-11 Ord Issuance of General Obligation (Limited Tax Debt CertificatesORDINANCE NO.
AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION
(LIMITED TAX) DEBT CERTIFICATES, TAXABLE SERIES 2011, TO FINANCE
GATEWAY TIF REDEVELOPMENT FACILITIES FOR THE VILLAGE OF LEMONT,
COOK, DuPAGE AND WILL COUNTIES, ILLINOIS, AND PROVIDING THE DETAILS
OF SUCH CERTIFICATES, AND RELATED MATTERS
WHEREAS, the President and Board of Trustees (the "Corporate Authorities ") of the Village
of Lemont, Cook, DuPage and Will Counties, Illinois (the "Municipality "), has determined that it is advisable,
necessary and in the Municipality's best interests to: (i) provide interim financing for the acquisition of land for
redevelopment within the TIF Gateway Redevelopment Project Area, and related facilities, improvements and costs
(the "Project "); and
WHEREAS, the Municipality has the authority under the Illinois Municipal Code (Section 5/1 -1-
1 et seq. of Chapter 65 of the Illinois Compiled Statutes; as supplemented and amended, including by the Registered
Bond Act, the Bond Replacement. Act, the Bond Authorization Act, Section 10 (Intergovernmental Cooperation) of
Article VII (Local Government) of the Constitution of Illinois and the Intergovernmental Cooperation Act, Section
220/1 et seq. of Chapter 5 of the Illinois Compiled Statutes, and the Local Government Debt Reform Act (Section
350/1 et seq. of Chapter 30 of the Illinois Compiled Statutes) (and particularly Section 17 thereof concerning,
among other things, "debt certificates ") (collectively, the "Act "); and
WHEREAS, the Municipality is to enter into an Installment Purchase Agreement (the
"Installment Purchase Agreement," with respect to which undefined terms herein shall have the meanings therein)
with the Village Treasurer (in such officer's official capacity, as the nominee "Seller" under Section 17 of the Local
Government Debt Reform Act) and, as the case may be, one or more related contract identification certificates or
other instruments under the Act identifying (each a "Contract Identification Certificate," in substantially the form
in Exhibit F to the Installment Purchase Agreement) to the Installment Purchase Agreement one or more contracts
with vendors, sellers, service providers and Contractors (each, as applicable, a "Contractor" under the applicable
"Contract ") for the Project, in connection with paying all or a part of the related costs of the Project with the
applicable Contractor; and
WHEREAS, pursuant to and in accordance with the Act and this ordinance, the Municipality is
authorized to issue General Obligation (Limited Tax) Debt Certificates, Taxable Series 2011, in the aggregate
principal amount of up to $1,750,000 (the "Certificates ") for the purpose of providing moneys to fund the Proceeds
Account under this ordinance to pay the costs of the Project and related costs and expenses and to fund the
Refunding Account to effect the Refunding; and
WHEREAS, the Municipality has received a proposal to purchase the Certificates (when fully
executed or otherwise accepted to constitute the "Purchase Contract ") from Bernardi Securities, Inc., Chicago,
Illinois (the "Certificate Purchaser" / "Underwriter ", with respect to which, as applicable, and not otherwise, the
Municipality will provide a Preliminary Official Statement, which shall be supplemented and completed to
constitute the final Official Statement (as applicable, and including any other form of offering document, the
"Official Statement "), as supplemented by, as applicable the Municipality's Continuing Disclosure Certificate and
Agreement (the "Disclosure Agreement ") under Rule 15c2 -12 ( "Rule 15c2 -12 ") of the Securities and Exchange
Commission ( "SEC ")); and
WHEREAS, for convenience of reference only this ordinance is divided into numbered sections
with headings, which shall not define or limit the provisions hereof, as follows:
Page
Preambles 1
Section 1. Authority and. Purpose 2
Section 2. Authorization and Terms of Certificates 2
Section 3. Sale and Delivery 7
Section 4. Execution and Authentication 8
Section 5. Transfer, Exchange and Registration 8
Section 6. Certificate Registrar and Paying Agent 9
Section 7. Direct Obligations and Debt 9
Section 8. Form of Certificates 9
Section 9. No Levy and Extension of Taxes 10
Section 10. Debt Service Account 10
Section 11. Certificate Proceeds/Proceeds Account 13
Section 12. Ordinance a Contract 13
Section 13. Supplemental Documents 13
Section 14. Covenants 14
Section 15. Conflict and Repeal 15
Section 16. Effective Date 15
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. Authority and Purpose. This ordinance is adopted pursuant to the Act for the purpose
of interim financing the Project. Proceeds of the Installment Purchase Agreement and the related Certificates are
hereby appropriated for such purpose. The matters set forth above in the preambles to this ordinance are
incorporated herein by this reference thereto.
Section 2. Authorization and Terms of Certificates. For the purposes described above in
Section 1, there is hereby allocated to the Project the sum of the principal amount of the Certificates issued, up to
$1,750,000, to be derived from the proceeds of the Installment Purchase Agreement and the related Certificates. For
the purpose of funding the Proceeds Account, and to evidence the obligations and debt under the Installment
Purchase Agreement, Certificates of the Municipality may be issued and sold or drawn upon, at one time or from
time to time as funds are needed for the Project, in an aggregate principal amount not to exceed $1,750,000, shall
each be designated "General Obligation (Limited Tax) Debt Certificate, Taxable Series 2011 ", and shall be
issuable or drawn upon in the denominations of $5,000 each or any authorized integral multiple thereof. The
Certificates shall be numbered consecutively from 1 upwards in order of their issuance and may bear such
identifying numbers or letters as shall be useful to facilitate the registration, transfer and exchange of the
Certificates. Unless otherwise determined by the Municipality in an Authenticating Order for the Certificates, not
inconsistent herewith, each Certificate shall be dated as of or before the date of issuance thereof as the Certificate
Purchaser or Purchasers approve or accept.
(a) General. The Certificates shall bear interest at the rate percent per annum and
shall mature and come due in the principal amount on January 1 in each year, commencing not before January 1,
2013 and ending not later than January 1, 2031, as shall be specified in an Authenticating Order under subsection (d)
below.
In lieu of issuing a Certificate or Certificates for each maturity, a single certificate (or series of certificates) with a
maturity of no later than the last maturity set forth above may be issued payable in annual installments
corresponding to the above maturities, as provided in an Authenticating Order, and not otherwise.
Each Certificate shall bear interest from the later of its dated date or the most recent interest
payment date to which interest has been paid, calculated on the basis of a year of twelve 30 -day months. The
principal of and premium, if any, on the Certificates shall be payable in lawful money of the United States of
America at maturity upon presentation and surrender thereof at the designated payment office of the financial
institution or officer designated as paying agent for the Certificates (including its successors, the "Paying Agent ").
Interest on the Certificates shall be payable on the outstanding principal balance of the Certificates, from time to
time, on each interest payment date, annually on July 1 and January 1, commencing as provided in an Authenticating
Otder and until paid, to the registered owners of record appearing on the registration books maintained by the
financial institution or officer designated as certificate registrar, for such purpose (including its successors, the
"Certificate Registrar "), at the principal office of the certificate registrar as of the close of business on the 15th day
(whether or not a business day) of the calendar month next preceding the applicable interest payment date. Interest
on the Certificates shall be paid by check or draft of the Issuer by the Paying Agent from the general sources as
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herein described mailed to such registered owners at their addresses appearing on the registration books therefor at
the close of business on thel 5th day (whether or not a business day) of the calendar month preceding the interest
payment date.
The Certificate Registrar shall not be required to transfer or exchange any Certificate during the
period from the 15th day of the calendar month next preceding each interest payment date and ending on such
interest payment date, nor to transfer or exchange any Certificate after notice calling such Certificate has been
mailed nor during a period of 15 days next preceding the mailing of a notice of redemption of any Certificate, which
could designate all or a part of any Certificates for redemption.
In connection with any Certificate in installment form, appropriate draw /advance and
payment/prepayment notations on the installment Certificate may be made by the Paying Agent, and any failure to
provide such notations shall not abrogate, diminish or impair any draw /advance or payment/prepayment.
(b) Redemption. With notice (no such notice being required for Term Certificates under
(b)(ii) below) from the Municipality to the Certificate Registrar at least 45 days before the designated prepayment
and redemption date (or lesser notice acceptable to the Certificate Registrar), the Certificates shall be subject to
redemption prior to maturity from funds provided by the Municipality, at the times, in the manner, with the notice
and with the effect set forth in this ordinance. The Certificates are subject to redemption as follows:
(i) Optional Redemption. Certificates maturing on and after January 1 of the year
provided in an Authenticating Order, shall be subject to optional redemption and prepayment, as a whole or in part,
at the option of the Municipality, in any order of designated maturity, but in inverse order if none is designated, on
any date, at a price of par, plus accrued interest to the date of redemption, as specified in an Authenticating Order.
(ii) Sinking Fund Redemption. This paragraph (ii) shall apply only to the extent:
(A) an Authenticating Order or (B) section (a) above or the applicable Certificate form in Exhibit A, shall specify
any Term Certificates (the "Term Certificates "), and otherwise shall not apply. Certificates so specified as Term
Certificates, if any, are subject to mandatory sinking fund redemption in the principal amount on January 1 of the
years so specified, but corresponding to the amounts specified above in Section 2(a), or otherwise as set forth in an
Authenticating Order.
At its option before the 45th day (or such lesser time acceptable to the Certificate Registrar) next
preceding any mandatory sinking fund redemption date in connection with Term Certificates the Municipality by
furnishing the Certificate Registrar and the Paying Agent an appropriate certificate of direction and authorization
executed by the Village President or Village Treasurer may: (i) deliver to the Certificate Registrar for cancellation
Term Certificates in any authorized aggregate principal amount desired; or (ii) furnish the Paying Agent funds for
the purpose of purchasing any of such Term Certificates as arranged by the Municipality; or (iii) receive a credit (not
previously given) with respect to the mandatory sinking fund redemption obligation for such Term Certificates
which prior to such date have been redeemed and cancelled. Each such Certificate so delivered, previously
purchased or redeemed shall be credited at 100% of the principal amount thereof, and any excess shall be credited
with regard to future mandatory sinking fund redemption obligations for such Certificates in chronological order,
and the principal amount of Certificates to be so redeemed as provided shall be accordingly reduced. In the event
Certificates being so redeemed are in a denomination greater than $5,000, a portion of such Certificates may be so
redeemed, but such portion shall be in the principal amount of $5,000 or any authorized integral multiple thereof.
(iii) Procedure. The Municipality covenants that it will redeem Certificates
pursuant to the redemption provisions applicable to such Certificates. Proper provision for redemption having been
made, the Municipality covenants that the Certificates so selected for redemption shall be payable as at maturity.
The Municipality shall, at least 45 days prior to an optional redemption date (unless a shorter time
shall be satisfactory to the Certificate Registrar), notify the Certificate Registrar of any optional redemption date
(which, if any, shall be specified in an Authenticating Order) and of the principal amount of Certificates to be
redeemed (no such notice shall be required in the case of any mandatory sinking fund redemption of Term
Certificates). In the event that less than all of the Certificates of a particular series or maturity are called for
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redemption as aforesaid, as necessary, the particular Certificates or portions of Certificates to be redeemed shall be
selected by lot not more than sixty (60) days or less than thirty (30) days prior to the redemption date by the
Certificate Registrar by such method as the Certificate Registrar shall deem fair and appropriate; provided, that such
method shall reasonably provide for the selection for redemption of Certificates or portions thereof so that any
$5,000 Certificate or $5,000 portion of a Certificate or a maturity or due date shall be as likely to be called for
redemption as any other such $5,000 Certificate or $5,000 portion. The Certificate Registrar shall promptly notify
the Municipality in writing of the Certificates or portions of Certificates or a maturity or due date selected for
redemption and, in the case of any Certificate selected for partial redemption, the principal amount thereof to be
redeemed.
Unless waived by the registered owner of Certificates to be redeemed, presentment for payment
being conclusively such a waiver, notice of any such redemption shall be given by the Certificate Registrar on behalf
of the Municipality by mailing the redemption notice by first class mail not less than thirty (30) days and not more
than sixty (60) days prior to the date fixed for redemption to each registered owner of the Certificate or Certificates
to be redeemed at the address shown on the Certificate Register or at such other address as is furnished in writing by
each such registered owner to the Certificate Registrar.
All notices of redemption shall include at least the information as follows: (1) the identification of
the particular Certificates to be redeemed; (2) the redemption date; (3) the redemption price; (4) if less than all of the
Certificates of a particular maturity are to be redeemed, the identification (and, in the case of partial redemption, the
respective principal amounts) of the Certificates to be redeemed; (5) a statement that on the redemption date the
redemption price will become due and payable upon each such Certificate or portion thereof called for redemption
and that interest thereon shall cease to accrue from and after such date; and (6) the place where such Certificates are
to be surrendered for payment of the redemption price, which place of payment shall be the designated principal
office of the Paying Agent.
Prior to any redemption date, the Municipality shall deposit with the Paying Agent an amount of
money sufficient to pay the redemption price of all the Certificates or portions of Certificates which are to be
redeemed on that date.
Notice of redemption having been given as aforesaid, the Certificates or portions of Certificates so
to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified,
together with accrued interest, and from and after such date (unless the Municipality shall default in the payment of
the redemption price) such Certificates or portions of Certificates shall cease to bear interest. Neither the failure to
mail such redemption notice nor any defect in any notice so mailed to any particular registered owner of a
Certificate shall affect the sufficiency of such notice with respect to any other registered owner. Notice having been
properly given, failure of a registered owner of a Certificate to receive such notice shall not be deemed to invalidate,
limit or delay the effect of the notice or the redemption action described in the notice. Such notice may be waived in
writing by a registered owner of a Certificate, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice shall be filed with`the Certificate Registrar, but such filing shall not be
a condition precedent to the validity of any action taken in reliance upon such waiver.
Upon surrender of such Certificates for redemption in accordance with such notice, such
Certificates shall be paid from available funds therefor by the Paying Agent at the redemption price. Interest due on
or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for the
partial redemption of any Certificate, there shall be prepared for the registered owner a new Certificate or
Certificates of the same maturity in the amount of the unpaid principal.
If any Certificate or portion of Certificate called for redemption shall not be so paid upon
surrender thereof for redemption, the principal, and premium, if any, shall, until paid, bear interest from the
redemption date at the rate borne by the Certificate or portion of Certificate so called for redemption. All
Certificates which have been redeemed shall be marked cancelled by the Certificate Registrar and shall not be
reissued.
(c) Registration of Certificates. The Certificates shall be negotiable, subject to the
provisions for registration of transfer, as applicable, and not otherwise contained herein:
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(i) General. This clause (i) is subject to the provisions of subsection (b) concerning
book -entry only provisions, as applicable, and not otherwise. The Municipality shall cause books (the "Certificate
Register ") for the registration and for the transfer of the Certificates as provided in this ordinance to be kept at the
designated office of the Certificate Registrar, which is hereby constituted and appointed the Certificate Registrar of
the Municipality. The Municipality is authorized to prepare, and the Certificate Registrar shall keep custody of,
multiple Certificate blanks executed by the Municipality for use in the issuance from time to time of the Certificates
and in the transfer and exchange of Certificates.
Upon surrender for transfer of any Certificate at the principal office of the Certificate Registrar,
duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the
Certificate Registrar and duly executed by the registered owner or such owner's attorney duly authorized in writing,
the Municipality shall execute and the Certificate Registrar shall authenticate, date and deliver in the name of the
transferee or transferees a new fully registered Certificate or Certificates of the same series and maturity of
authorized denominations, for a like aggregate principal amount. Any fully registered Certificate or Certificates
may be exchanged at the office of the Certificate Registrar for a like aggregate principal amount of Certificate or
Certificates of the same series and maturity of other authorized denominations. The execution by the Municipality
of any fully registered Certificate shall constitute full . and due authorization of such Certificate, and the Certificate
Registrar shall thereby be authorized to authenticate, date and deliver such Certificate.
The Certificate Registrar shall not be required to transfer or exchange any Certificate during the
period from the 15th day of the calendar month next preceding any interest payment date on such Certificate and
ending on such interest payment date, nor to transfer or exchange any Certificate after notice calling such Certificate
for prepayment has been mailed, nor during a period of 15 days next preceding mailing of a notice of prepayment
and redemption of any Certificates.
The person in whose name any Certificate shall be registered shall be deemed and regarded as the
absolute owner thereof for all purposes, and payment of the principal of, premium (if any) or interest on any
Certificate shall be made only to or upon the order of the registered owner thereof or such registered owner's legal
representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such
Certificate to the extent of the sum or sums so paid.
No service charge shall be made for any transfer or exchange of Certificates, but the Municipality
or the Certificate 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 Certificates exchanged in the case of the
issuance of a Certificate or Certificates for the outstanding portion of a Certificate surrendered for redemption.
The Village President or Village Treasurer may, in his or her discretion at any time, designate a
bank with trust powers or trust company, duly authorized to do business as a registrar, paying agent, or both, to act
in one or both such capacities hereunder, in the event the Village President or Village Treasurer shall determine it to
be advisable. Notice shall be given to the registered owners of any such designation in the same manner, as near as
may be practicable, as for a notice of redemption of Certificates, and as if the date of such successor taking up its
duties were the redemption date.
(ii) Book - Entry -Only Provisions. Unless otherwise provided in an Authenticating Order, the
Certificates shall be issued in the form of a separate single fully registered Certificate for each of the maturities of
the Certificates. Upon initial issuance, the ownership of each such Certificate shall be registered in the Certificate
Register therefor in a street name (initially "Cede & Co. ") of the Depository, initially the Depository Trust
Company, New York, New York, ( "DTC "), or any successor thereto, as nominee of the Depository. The
outstanding Certificates from time to time shall be registered in the Certificate Register in a street name, as nominee
of the Depository. If not already done, the Village President or Village Treasurer is authorized to execute and
deliver on behalf of the Municipality such letters to or agreements with the Depository as shall be necessary to
effectuate such book -entry system (any such letter or agreement being referred to herein as the "Representation
Letter "). Without limiting the generality of the authority given to the Village President or Village Treasurer with
respect to entering into such Representation Letter, it may contain provisions relating to (a) payment procedures, (b)
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transfers of the Certificates or of beneficial interest therein, (c) redemption notices and procedures unique to the
Depository, (d) additional notices or communications, and (e) amendment from time to time to conform with
changing customs and practices with respect to securities industry transfer and payment practices.
With respect to Certificates registered in the Certificate Register in the name of a nominee of the
Depository, the Municipality and the Certificate Registrar shall have no responsibility or obligation to any broker -
dealer, bank or other financial institution for which the Depository holds Certificates from time to time as securities
depository (each such broker - dealer, bank or other financial institution being referred to herein as a "Depository
Participant ") or to any person on behalf of whom such a Depository Participant holds an interest in the Certificates,
i.e., an "indirect participant" or a "beneficial owner ". Without limiting the meaning of the foregoing, the
Municipality and the Certificate Registrar shall have no responsibility or obligation with respect to (a) the accuracy
of the records of the Depository, the nominee, or any Depository Participant with respect to any ownership interest
in the Certificates, (b) the delivery to any Depository Participant or any other person, other than a registered owner
of a Certificate as shown in the Certificate Register, of any notice with respect to the Certificates, including any
notice of redemption, or (c) the payment to any Depository Participant or any other person, other than a registered
owner of a Certificate as shown in the Certificate Register, of any amount with respect to principal of or interest on
the Certificates.
As long as the Certificates are held in a book - entry-only system, no person other than the nominee
of the Depository, or any successor thereto, as nominee for the Depository, shall receive a Certificate with respect to
any Certificates. Upon delivery by the Depository to the Certificate Registrar of written notice to the effect that the
Depository has determined to substitute a new nominee in place of the prior nominee, and subject to the provisions
hereof with respect to the payment of interest to the registered owners of Certificates as of the close of business on
the fifteenth (15`h) day (whether or not a business day) of the month next preceding the applicable interest payment
date, the reference herein to nominee in this ordinance shall refer to such new nominee of the Depository.
In the event that (a) the Municipality determines that the Depository is incapable of discharging its
responsibilities described herein and in the Representation Letter, (b) the agreement among the Municipality, the
Certificate Registrar, the Paying Agent and the Depository evidenced by the Representation Letter shall be
terminated for any reason or (c) the Municipality determines that it is in the best interests of the beneficial owners of
the Certificates that they be able to obtain certificated Certificates, the Municipality shall notify the Depository and
the Depository Participants of the availability of Certificates, and the Certificates shall no longer be restricted to
being registered in the Certificate Register in the name of a nominee of the Depository. At that time, the
Municipality may determine that the Certificates shall be registered in the name of and deposited with a successor
depository operating a book -entry system, as may be acceptable to the Municipality, or such depository's agent or
designee, and if the Municipality does not select such alternate book -entry system, then the Certificates may be
registered in whatever name or names registered owners of Certificates transferring or exchanging Certificates shall
designate, in accordance with the provisions hereof. Notwithstanding any other provision of this ordinance to the
contrary, so long as any Certificate is registered in the name of a nominee of the Depository, all payments with
respect to principal of and interest on such Certificates and all notices with respect to such Certificates shall be made
and given, respectively, in the manner provided in the Representation Letter.
(d) Authenticating Order. Although the Certificates of each maturity or due date are
authorized to mature and to bear interest at the rate or rates per annum, as set forth above, and have such other terms
as herein provided, the Certificates are nevertheless hereby authorized to mature in other principal amounts (not
exceeding the aggregate the principal amount set forth above) and to bear interest at such other rate or rates, be
subject to redemption and have such other terms and provisions as either (i) the Village President shall certify in an
Authenticating Order at . the time of delivery of the Certificates and payment therefor (with respect to which the term
"Authenticating Order" shall mean, if at all, a certificate signed by the Village President, and attested by the
Village Clerk, under the Municipality's seal, setting forth and specifying details of the Certificates, including but not
limited to payment dates, other than as set forth above, denominations, interest rate or rates, interest and /or principal
payment dates, aggregate principal amount (but not to exceed the principal amount set forth above), the principal
and interest coming due in each applicable payment period, the issuance of Certificate instruments in installment
form in lieu of serial form or in serial form in lieu of installment form, as the case may be, any nominal or nominee
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party, optional and mandatory prepayment and redemption provisions, designation of a Paying Agent and /or
Certificate Registrar and /or other fiscal agents, Certificate Purchasers or Underwriter, the issuer (the "Insurer ") of
an insurance policy or other credit facility securing the Certificates (the "Policy), use of a tax escrow or intercept or
other similar agreement in connection with any payment source (including general property tax receipts) for the
Certificates (a "Tax Escrow Agreement ") with a tax escrow or intercept or other fiscal agent (a "Tax Escrow
Agent "), capitalized interest, denominations, payment dates, installment form in lieu of serial form (and vice - versa),
and investment restrictions, and full authority is hereby given to the Village President to certify and specify such
terms, without any further action by the Corporate Authorities than this ordinance), or (ii) the Corporate Authorities
in supplemental proceedings shall approve, in either case other than as specifically set forth in this ordinance.
(e) Limitation. No Certificates (or participations in the Installment Purchase Agreement)
shall be issued other than as provided in this ordinance.
(f) Payment and Discharge. The Certificates may be discharged, payment provided for,
and the Municipality's liability terminated, in whole or in part, as follows:
(1) Discharge of Indebtedness. If (i) the Municipality shall pay or cause to be paid to the
registered owners of the Certificates the principal, premium, if any, and interest to become due thereon at the times
and in the manner stipulated therein and herein, (ii) all fees and expenses of the Certificate Registrar and Paying
Agent shall have been paid, and (iii) the Municipality shall keep, perform and observe all and singular the covenants
and promises in the Certificates and in this ordinance expressed as to be kept, performed and observed by it or on its
part, then these presents and the rights hereby granted shall cease, determine and be void. If the Municipality shall
pay or cause to be paid to the registered owners of all outstanding Certificates of a particular series, or of a particular
maturity within a series, the principal, premium, if any, and interest to become due thereon at the times and in the
manner stipulated therein and herein, such Certificates shall cease to be entitled to any lien, benefit or security under
this ordinance, and all covenants, agreements and obligations of the Municipality to the registered owners of such
Certificates shall thereupon cease, terminate and become void and discharged and satisfied.
(ii) Provision for Payment. Certificates for the payment or redemption of which
sufficient monies or sufficient government securities shall have been deposited with the Paying Agent (whether
upon or prior to the maturity or the redemption date of such Certificates) shall be deemed to be paid within the
meaning of this ordinance and no longer outstanding under this ordinance; provided, however, that if such
Certificates are to be redeemed prior to the maturity thereof, notice of such redemption shall have been duly given as
provided in this ordinance or arrangements satisfactory to the Certificate Registrar (including certified public
accountant verifications and opinions of Bond Counsel, as requested) shall have been made for the giving thereof.
Government securities shall be considered sufficient only if such investments are not redeemable prior to maturity at
the option of the issuer thereof and mature and bear interest in such amounts and at such times as will assure
sufficient cash to pay currently maturing interest and to pay principal and redemption premiums if any when due on
the Certificates without rendering the interest on any Certificates taxable under the Code. The Municipality may at
any time surrender to the Certificate Registrar for cancellation by it any Certificates previously authenticated and
delivered hereunder, which the Municipality may have acquired in any manner whatsoever, and such Certificates,
upon such surrender and cancellation, shall be deemed to be paid and retired.
(iii) Termination of Municipality's Liability. Upon the discharge of indebtedness
under paragraph (a) hereof, or upon the deposit with the Paying Agent or another appropriate escrow agent of
sufficient money and government securities (such sufficiency being determined as provided in paragraph (b) hereof)
for the retirement of any particular Certificate or Certificates, all liability of the Municipality in respect of such
Certificate or Certificates shall cease, determine and be completely discharged and the registered owners thereof
shall thereafter be entitled only to payment out of the money and the proceeds of the government securities
deposited as herein described for their payment.
Section 3. Sale and Delivery. All acts and things done by officers of the Municipality in
connection with and related to the sale of the Certificates to the Certificate Purchaser shall be and they are hereby in
all respects ratified, confirmed and approved.
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The Village President, Village Clerk, Village Treasurer and other officials of the Municipality are
hereby authorized and directed to do and perform, or cause to be done or performed, for or on behalf of the
Municipality each and every thing necessary for the issuance by the Municipality of the Certificates, including the
due and proper execution, delivery and performance of this ordinance, the Installment Purchase Agreement, one or
more Contract Identification Certificates, the Purchase Contract, the Disclosure Agreement and the Official
Statement, in substantially the forms thereof presented at the meeting at which this ordinance is adopted, with
appropriate modifications, and all related and incidental agreements, certificates, receipts and opinions, upon
payment of the full purchase price of the Certificates, an amount equal to the purchase price, plus accrued interest, if
any as set forth in the Purchase Contract with the Certificate Purchaser/Underwriter to purchase Certificates. The
Village President or Village Treasurer each is hereby authorized to identify any Contract to this ordinance and the
Installment Purchase Agreement by a Contract Identification Certificate.
Section 4. Execution and Authentication. Each Certificate shall be executed in the name of the
Municipality by the manual or authorized facsimile signature of its Village President and the corporate seal of the
Municipality, or a facsimile thereof, shall be thereunto affixed or otherwise reproduced thereon and attested by the
manual or authorized facsimile signature of the Village Clerk.
In case any officer whose signature, or a facsimile of whose signature, shall appear on any
Certificate shall cease to hold such office before the issuance of such Certificate, such Certificate shall nevertheless
be valid and sufficient for all purposes, the same as if the person whose signature, or a facsimile thereof, appears on
such Certificate had not ceased to hold such office. Any Certificate may be signed, sealed or attested on behalf of
the Municipality by any person who, on the date of such act, shall hold the proper office or position, notwithstanding
that at the date of such Certificate such person may not hold such office or position.
No recourse shall be had for the payment of any Certificates or the Installment Purchase
Agreement against the Village President, Village Clerk, Village Treasurer or other officer or any member of the
Corporate Authorities or any other officer or employee of the Municipality (past, present or future).
Each Certificate shall bear thereon a certificate of authentication executed manually by the
Certificate Registrar. No Certificate shall be entitled to any intended right or benefit under this ordinance until such
certificate of authentication shall have been duly executed by the Certificate Registrar. Such certificate of
authentication shall have been duly executed by the Certificate Registrar by manual signature, and such certificate of
authentication upon any such Certificate shall be conclusive evidence that such Certificate has been authorized
under this ordinance and the Installment Purchase Agreement. The certificate of authentication on any Certificate
shall be deemed to have been executed by the Certificate Registrar if signed by an authorized officer or signer of the
Certificate Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of
the Certificates.
Section 5. Transfer, Exchanze and Registration. The Certificates shall be negotiable, subject
to the provisions for registration of transfer contained herein. Each Certificate all be transferable only upon the
registration books maintained by the Certificate Registrar for that purpose at the principal office of the Certificate
Registrar, by the registered owner thereof in person or by such registered owner's attorney duly authorized in
writing, upon surrender thereof together with a written instrument of transfer satisfactory to the Certificate Registrar
and duly executed by the registered owner or such registered owner's duly authorized attorney. Upon the surrender
for transfer of any such Certificate, the Municipality shall execute and the Certificate Registrar shall authenticate
and deliver a new Certificate or Certificates registered in the name of the transferee, of the same aggregate principal
amount, maturity and interest rate as the surrendered Certificate. Certificates, upon surrender thereof at the
designated principal office of the Certificate Registrar, with a written instrument satisfactory to the Certificate
Registrar, duly executed by the registered owner or such registered owner's attorney duly authorized in writing, may
be exchanged for an equal aggregate principal amount of Certificates of the same maturity and interest rate and of
the denominations of $5,000 each or any authorized integral multiple thereof, less previous retirements.
For every such exchange or registration of transfer of Certificates, the Municipality or the
Certificate Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge
8
required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person
requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such
exchange or transfer. No other charge shall be made for the privilege of making such transfer or exchange. The
provisions of the Bond Replacement Act shall govern the replacement of lost, destroyed or defaced Certificates.
The Municipality, the Seller, the Certificate Registrar and the Paying Agent may deem and treat
the person in whose name any Certificate shall be registered upon the registration books as the absolute owner of
such Certificate, whether such Certificate shall be overdue or not, for the purpose of receiving payment of, or on
account of, the principal of, premium, if any, or interest thereon and for all other purposes whatsoever, and all such
payments so made to any such registered owner or upon such registered owner's order shall be valid and effectual to
satisfy and discharge the liability upon such Certificate to the extent of the sum or sums so paid, and neither the
Municipality nor the Certificate Registrar or the Paying Agent shall be affected by any notice to the contrary.
Section 6. Certificate Registrar and Paving Agent. The Municipality shall at all times retain a
Certificate Registrar and Paying Agent with respect to the Certificates and shall cause to be maintained at the office
of the Certificate Registrar a place where Certificates may be presented for registration of transfer or exchange, that
it will maintain at the designated office of the Paying Agent a place where Certificates may be presented for
payment, that it shall require that the Certificate Registrar maintain proper registration books and that it shall require
the Certificate Registrar and Paying Agent to perform the other duties and obligations imposed upon them by this
ordinance in a manner consistent with applicable standards, customs and practices.
The Certificate Registrar and Paying Agent shall signify their acceptances of the duties and
obligations imposed upon them by this ordinance. The Certificate Registrar by executing the certificate of
authentication on any Certificate shall be deemed to have certified that it has all requisite power to accept, and has
accepted, including as Paying Agent, in the case of the Certificate Registrar and Paying Agent being the same entity
or financial institution, such duties and obligations not only with respect to the Certificate so authenticated but with
respect to all of the Certificates.
Section 7. Direct Obligations and Debt. The Installment Purchase Agreement and the related
Certificates shall be direct limited tax general obligations and a debt of the Municipality, and the payment when due
of the principal thereof and the interest thereon shall be payable from general funds on hand or to be on hand
without any requirement of a prior appropriation or budget therefor, under Section 17 of the Local Government Debt
Reform Act, or from any other funds lawfully available to the Municipality for the payment of such obligations and
debt. Under Section 13 of the Local Government Debt Reform Act, the Municipality pledges to the debt service
payments under the Installment Purchase Agreement, all general funds on hand and to be received from time to
time, subject to any prior pledge, and for purposes of the foregoing and this ordinance "General Funds" means all
moneys, including but not limited to receipts of general property taxes ( "General Taxes ") or retailers' occupation,
use or service use taxes ( "Sales Taxes ") or state income tax receipts ( "Revenue Sharing Receipts "), and
investments thereof constituting all or a part of the Municipality's general fund (howsoever styled), but such term
shall include and not restrict or prohibit the use of any other special or otherwise legally available funds therefor.
In connection with the forgoing the Municipality is authorized to enter unto a Tax escrow
Agreement with County Collector of each of Cook, DuPage and Will Counties, Illinois and with the Paying Agent
or other fiscal agent to fund a related escrow account (the "Tax Escrow Account ") to directly send General Taxes
to the Paying Agent or other fiscal agent (and to receive back any excess).
Section S. Form of Certificates. The Certificates shall be issued in fully registered form
conforming to the industry customs and practices of printing, including part on the front and part on the reverse of
the certificates, as appropriate, the blanks to be appropriately completed when the Certificates are delivered; and the
Certificates may be prepared in compliance with the National Standard Specifications for Fully Registered
Municipal Securities prepared by the American National Standards Institute and, with appropriate insertions and
modifications, shall be in substantially the form thereof in Exhibit A hereto. In lieu thereof, Certificates may be
issued in typewritten form, conforming as nearly as practicable to the foregoing. Notwithstanding any provision of
this ordinance to the contrary, in lieu of issuing Certificates in serial form the Certificates may be issued as a single
installment or term instrument in a principal amount equal to the aggregate principal amount of the Certificates
actually issued with a final maturity conforming to Section 2, payable annually as to principal and semiannually as
to interest (subject to adjustment in an Authenticating Order or other supplemental proceedings), with an appropriate
payment schedule therein or thereon or annexed, and otherwise substantially complying with this ordinance. The
form for the Certificates set forth below shall be appropriately modified with respect to any Certificate in installment
form, the sufficiency of which shall be conclusively approved by the delivery of nationally recognized bond
counsel's ( "Bond Counsel ") approving opinion upon issuance thereof. Certificates in serial or installment form
may be interchanged from time to time, in whole or in part.
Section 9. No Levy and Extension of Taxes. For the purpose of providing the money required
to pay the installment payments on the Installment Purchase Agreement, and debt service on the related Certificates,
when and as the same falls due and to pay and discharge the principal thereof as the same shall mature, there shall
not be levied upon taxable property in the Municipality in each year while the Installment Purchase Agreement or
any of the Certificates shall be outstanding, any direct annual tax sufficient for that purpose. The Installment
Purchase Agreement and the related Certificates are payable solely and only from General Funds (and
moneys in the general funds or special or other legally available funds therefor) as described herein, without
any requirement of a prior appropriation or budget therefor, as secured by General Funds (and moneys in
the general funds or special or other legally available funds therefor), to pay debt service on the Installment
Purchase Agreement and the related Certificates. Any payment on the Certificates shall effect a payment at
the time, in the manner and with the same effect on the Installment Purchase Agreement
Each Certificate shall evidence the Municipality's debt in connection with a proportionate
undivided interest in the right to receive installment payments by the Municipality in connection with the
Installment Purchase Agreement. The Certificates are payable solely from such installment payments as, when and
if the same are received by the Paying Agent, which revenues are to be held in trust by the Paying Agent for such
purposes in the manner, and the amounts payable under the Installment Purchase Agreement and the related
Certificates constitute a debt and limited general obligation of the Municipality payable from General Funds (and
moneys in the general funds or special or other legally available funds therefor), without any requirement of a prior
appropriation therefor, as secured by General Funds (or special or other legally available funds therefor).
Section 10. Debt Service Account. Moneys constituting general funds or otherwise legally
available special funds are to be set aside for the sole purpose of paying principal of and interest on the Installment
Purchase Agreement and the related Certificates when and as the same come due. All of such moneys, and all other
moneys to be used for the payment of the principal of and interest on the Installment Purchase Agreement, shall be
deposited by the Village Treasurer, without any other required authority than this ordinance in the "Debt Service
Account" (the "Debt Service Account "), which is hereby established by the Municipality as a special fund of the
Municipality and shall be administered as a bona fide debt service fund under the Internal Revenue Code of 1986, as
amended. The Municipality shall makes deposits into the Debt Service Account on the first day of each month
following the issuance of any Certificates equal to a prorata amount (not less than 1/6 as to interest and 1/12 as to
principal) of the principal and interest due on the next succeeding interest and/or principal payment date. At the
time of issuance of the Certificates any accrued interest received upon the issuance of the Certificates shall be
deposited in the Debt Service Account and applied to pay interest on the Installment Purchase Agreement and the
related Certificates. The Village Treasurer, without any further authority than this ordinance, shall timely deposit to
and withdraw funds from the Debt Service Account and pay such funds over to the Paying Agent to pay debt service
on the Installment Purchase Agreement and the related Certificates.
There shall be and there are hereby created and established separate accounts of the Municipality
to be designated severally the "Proceeds Account ", the "Refunding Account ", "Debt Service Account ",
"Depreciation Account" and "Surplus Account ", into each of which such separate accounts there shall be paid,
after the Certificates are issued hereunder, on the last business day of each month next preceding the first day of
each month without any further official action or direction and in the order in which such Accounts are hereinafter
mentioned, all moneys hereunder pledged to pay the Certificates, in accordance with the following provisions:
10
(a) Proceeds Account/Refundine Account. There shall be paid into the Proceeds Account
(created in subsection (j)(A) and Section 11 below) all net proceeds of the Certificates and grants and other
amounts as and when received and advanced in connection with the Certificates to be applied to the
acquisition, construction and installation of the Project, as more fully described and referred to in the
preambles hereto.
(b) Debt Service Account. There shall be paid into the Debt Service Account after the required
payment has been determined, a fractional amount (as shall be specified as to frequency (monthly,
quarterly, semiannual, etc.) in an Authenticating Order) of the interest becoming due on the next
succeeding interest payment date on all outstanding Certificates authorized to be issued under the terms of
this ordinance, and there shall be paid into the Debt Service Account not less than a fractional amount of
the principal (as shall be specified as to frequency (monthly, quarterly, semiannual, etc.) in an
Authenticating Order) and/or interest (as shall be specified as to frequency (monthly, quarterly, semiannual,
etc.). in an Authenticating Order) becoming due on the next succeeding principal maturity or due date
and /or interest due date of all of the Certificates issued under the terms of this ordinance until there shall
have been accumulated in the Debt Service Account on or before the day preceding such current due date
or maturity date of interest or principal, or both, an amount sufficient to pay such principal or interest, or
both, of all Certificates heretofore issued or issued hereunder and including, as applicable, the maturing
principal or interest, or both.
In computing the fractional amount of the interest and principal requirements of the Certificates
herein authorized and to be set aside each month in the Debt Service Account for the payment thereof, the
fraction shall be so computed that sufficient funds will be set aside in the Debt Service Account and be
available for the prompt payment of such principal of and interest on the Certificates herein authorized as
the same will become due.
Payments into the Debt Service Account may be suspended in any fiscal year at such time as there
shall have been paid into such Account sufficient moneys to pay the total principal and interest for such
pertinent fiscal year, but such payments shall again be resumed at the beginning of the new fiscal year. All
moneys in such Account shall be used only for the purpose of paying interest and principal on the
Certificates hereby authorized, as the same shall become due.
At the time of initial delivery of the Certificates, or as needed, there may be transferred from the
Proceeds Account to the Debt Service Account a sum sufficient to pay the interest estimated to accrue on
the Certificates during the estimated time necessary to complete the hereinabove described construction,
extension and improvement of the Project.
(c) Depreciation Account. There shall be paid into the Depreciation Account the amounts from
time to time provided by resolution or other actions of the Corporate Authorities. The moneys in such
Depreciation Account shall be used to the extent necessary to make any needful repairs or replacements to
the Project and, although not reasonably expected, to prevent or remedy a default in the payment of the
interest on or principal of the Certificates.
(d) Surplus Account. After all the required payments into the accounts hereinabove described
have been made, including the payments of any deficiencies, and when there is on deposit in the above -
described Reserve Account and Depreciation Account the full maximum amount required to be
accumulated in such Reserve Account and Depreciation Account, then all moneys remaining shall be
deposited into the Surplus Account and may be used for any lawful general corporate purpose of the
Municipality.
(e) Investments. The moneys in any of the Accounts created by subparagraphs (a) through (e), as
hereinabove created and set forth in this section may by resolution adopted by the Municipality be invested
from time to time by the Village Treasurer of the Municipality in interest bearing Certificates or other
direct and general obligations of the United States Government maturing in not more than ten (10) years
after the purchase date thereof and in certificates of deposit or time deposits constituting direct obligations
11
of any savings and loan association or of any bank as defined in the Illinois Banking Act to the extent such
certificates or deposits are insured by the Federal Deposit Insurance Corporation or its successors and
mature in not more than ten (10) years after the purchase date thereof, and such investments shall be sold
from time to time by such Village Treasurer pursuant to a resolution or other actions of the Corporate
Authorities as funds may be needed for the purpose for which such Accounts have been created. All
accrued interest received from any such investments shall be considered and treated as general income and
revenues of the Municipality.
(t) Moneys in each of the several Accounts above described shall be kept separate and apart from
all other funds and moneys of the Municipality and shall be deposited in a duly designated depositary, which bank is
located and doing business in the State of Illinois, and whose deposits are insured under the provisions of the
Federal Deposit Insurance Act, or its successor.
(g) It is hereby covenanted and agreed that the pledged revenues are to be paid into the various
special Accounts hereinabove established and created in the order in which such Accounts have been listed, and if
within any period of time the revenues are insufficient to place the required amounts in any of such Accounts, the
deficiencies shall be made up during the following period or periods after payments into all the Accounts enjoying a
prior claim of the pledged revenues.
(h) The Municipality hereby covenants and agrees with the owners of the Certificates hereby
authorized that so long as the Certificates or any of them remain outstanding and unpaid, either as to principal or
interest, that any owner of a Certificate or Certificates issued hereunder may, either in law or in equity, by suit,
action, mandamus or other proceedings enforce or compel performance by the officials of the Municipality of all
duties required by and by this ordinance, including the deposit and segregation of the pledged revenues to the
respective accounts under this ordinance and in the time and manner and with the effect as herein provided.
(i) The sale of the Certificates herein authorized to the Certificate Purchaser at the price and
bearing interest at the rate or rates per annum herein provided is hereby approved and confirmed, and the
Certificates shall be delivered to the Certificate Purchaser/Underwriter according to the sale and purchase terms
agreed upon.
(A) The proceeds derived from the sale of the Certificates hereby authorized shall be placed by the
Village Treasurer in a special account to be designated the "Proceeds Account" which is hereby created (and
referred to in subsection (a) above), which funds shall be kept separate and apart from all other funds of the
Municipality and deposited in the bank described in subsection (f) above, which bank be, and is hereby designated
as the Depositary for the funds of such Proceeds Account. Subject to the last paragraph of this section, such funds
shall be held and used to acquire, construct, extend and improve the proposed Project as provided for by this
ordinance, and shall be held for the benefit of the owner or owners of the Certificates hereby authorized as their
interests may appear, and such funds shall be withdrawn from the Depositary from time to time by the Village
Treasurer (i) either to pay or prepay any interim financing or (ii) otherwise only upon submission to such Village
Treasurer of the following (payment or prepayment of any prior Certificates and of interim financing, including
particularly as may be provided by any State or federal agency shall not require compliance with (1) and (2) below,
and is hereby authorized):
(1) A duplicate of the order signed by the Village President or Village Administrator or,
as applicable, other authorized officer stating specifically the purpose for which the order is
issued and indicating that the payment for which the order is issued has been approved by the
Corporate Authorities; and
(2) Each withdrawal of funds for payment to a contractor or contractors for work done in
connection with the Project shall also be accompanied by (i) a certificate executed by the engineer
or architect in charge of the work stating the nature of the work completed and the amount due and
payable thereon and (ii) a Contract Identification Certificate approved by the Corporate
Authorities as provided in the Installment Purchase Agreement.
12
(B) Within sixty (60) days after completion of the work in accordance with the plans and
specifications therefor, hereinabove referred to in this ordinance, and after all construction costs have been paid in
connection therewith, the engineers shall certify to the Corporate Authorities the fact that the work described herein
has been completed according to the plans and specifications therefor, and upon approval of the completion of the
work based upon such engineer's certificate by the Corporate Authorities, and after all the costs have been paid, the
Village President or Village Clerk (and engineer or architect, as applicable) for the Municipality shall execute a
certificate and file it with the Corporate Authorities certifying that the work has been completed in accordance with
such plans and specifications, that all costs have been paid, and if at any time any funds remain in the Proceeds
Account the same shall be transmitted to the Village Treasurer of the Municipality and be by the Village Treasurer
deposited in the Debt Service Account to be established in the manner set forth in subsection (b) hereof and be used
to redeem and prepay Certificates issued under the terms of this ordinance to the nearest $5,000 and any excess
funds then remaining shall be held in such account to pay the principal of and /or interest on the Certificates as they
mature and come due.
(C) The cost of engineering, architecture, legal and financing services, the cost of surveys, designs,
soundings, borings, rights of way, inspection charges, and all other necessary and incidental expenses, including
interest accruing on the Certificates during the construction period to the extent such interest is not paid from
income and revenue, shall be deemed items of cost of construction of the Project in accordance with the plans and
specifications therefor heretofore approved by the Corporate Authorities and on file in the office of the Village Clerk
and referred to in the preambles hereof.
(D) From the proceeds of the sale of the Certificates, as long as any interim financing has been paid,
prepaid or refunded, funds may be transferred as needed from the Proceeds Account into the Debt Service Account
hereinabove created in subsection (b) of this ordinance to pay the interest accruing on the Certificates during the
estimated time necessary to complete the acquisition, construction, extension and improvement of the Project as
described herein.
Section 11. Certificate Proceeds/Proceeds Account. All of the proceeds of the sale of the
Installment Purchase Agreement and the related Certificates (exclusive of accrued interest as provided above in
Section 10) shall be deposited by the Village Treasurer in the "Proceeds Account" which is established under this
ordinance and recognized as a special fund of the Municipality. Moneys in the Proceeds Account shall be used for
the purposes specified in Section 1 and Section (10) of this ordinance, including for the payment of costs of issuance
of the Certificates and related to the Installment Purchase Agreement and each Contract Identification Certificate,
but may thereafter be reappropriated and used for other lawful purposes of the Municipality.
Section 12. Ordinance a Contract. The provisions of this ordinance shall constitute a contract
between the Municipality and the Seller, and the owners of the Certificates. Any pledge made in this ordinance and
the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Municipality shall
be for the equal benefit, protection and security of the registered owners of the Installment Purchase Agreement and
any and all of the Certificates. To the extent that the provisions of this ordinance conflict with the provisions of any
other ordinance or resolution of the Municipality, the provisions of this ordinance shall control. 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 13. Supplemental Documents. The Installment Purchase Agreement, Contract
Identification Certificates, Purchase Contract or Tax Escrow Agreement, in substantially the forms presented before
the meeting of the Corporate Authorities at the time this ordinance is adopted, with such wich changes therein as the
officers executing them approve, and otherwise in forms usual to transactions such as those related to the
Certificates, are hereby authorized and approved, with such changes therein from such forms as the Municipality's
officers' executing them shall approve. The Municipality is hereby authorized to execute all such other and further
documents desirable or necessary to effect the execution, delivery and performance of this ordinance, the Installment
Purchase Agreement, the Certificates, the Contract Identification Certificates, the Purchase Contract and the Tax
escrow Agreement. The Village President, Village Clerk or Village Treasurer are authorized under Section 17 of the
Local Government Debt Reform Act to identify contracts to the Installment Purchase Agreement.
13
An Insurer's commitment and other related documents and required provisions with respect to a
Policy and the terms and provisions of the Policy, if any, are to be incorporated into this ordinance by reference,
including without limitation that any investment restrictions and limitations in the commitment and related to the
Insurer's Policy shall be deemed to be applicable restrictions and limitations on the investments authorized by this
ordinance. A copy of the Insurer's commitment and standard package shall be attached to this ordinance, but any
failure to so attach shall not abrogate, diminish or impair the effect thereof. If for any reason there is no Insurer or
Policy, reference to the Insurer or Policy in this ordinance shall be given no effect.
Section 14. Covenants. That the Municipality covenants and agrees with the registered owners
of the Certificates hereby authorized that so long as the Certificates or any of them remain outstanding and unpaid,
either as to principal or interest:
(a) That the Municipality will maintain the Project and all improvements and extensions thereto in
continuous, effective and efficient operation, will operate the same efficiently and faithfully and punctually
perform all duties with respect thereto required by the Constitution and laws of the State of Illinois, the
United States and this ordinance.
(b) That the Municipality will maintain and keep proper books of records and accounts (separate
from all other records and accounts of the Municipality) in which complete entries shall be made of all
transactions relating to the Municipality's operations, and hereby covenants that it will cause the books and
accounts of the Municipality to be audited by certified public accountants and upon request will file with
the original Purchasers of the Certificates complete operating financial statements of the Municipality in
reasonable detail. Each audit, in addition to whatever matters may be thought proper by the accountant to
be included therein, shall without limiting the generality of the foregoing, include the following:
(1) A statement in detail of the income and revenue and expenditures of the Municipality
for such fiscal year.
(2) The accountant's comments regarding the method in which the Municipality has
carried out the requirements of this ordinance and the accountant's recommendations for any
changes or improvements in the financial operation of the Municipality.
(3) A list of all the insurance policies in force at the end of the fiscal period, setting out as
to each policy the amount of the policy, the risks covered, the name of the insurer and the
expiration date of the policy.
(c) That the Municipality will carry and maintain all risk insurance upon all of the properties
forming a part of the Project a which may be of an insurable nature, such insurance to be of the type and
kind and for such amount or amounts which are usually carried by other municipalities, special districts,
private companies or operators of similar properties rendering services of similar character in similar
communities, and all moneys received for losses under such insurance policies shall be deposited in a
separate insurance account of the Municipality and used only in making good the loss or damage in respect
of which they were paid either by repairing the property damaged or making replacements to the property
destroyed. Provision for making good such loss or damage shall be made within ninety (90) days from date
of the loss or damage or for the payment of the principal of and interest on the Certificates authorized to be
issued under the terms of this ordinance. The Municipality will also carry and maintain general liability
coverages and other coverages generally insured by similar public or private enterprise facilities as the
Project, in minimum amounts required by applicable law or sound insurance practices for any loss and shall
cover all employees under Workmen's Compensation as required by Illinois law. The proceeds derived
from any and all policies for such coverage shall be paid into a separate account of the Municipality and
used in paying the claims on account of which they were received.
(d) That the Municipality will require its Village Treasurer and other officers in connection with
handling Certificate proceeds and revenues of the Municipality to execute a fidelity bond in an amount not
less than required by applicable law, in any case with a responsible surety company.
14
(e) That upon request the Municipality will provide copies of its most recent audited financial
statements to the Purchasers of the Certificates.
Section 15. Conflict and Repeal. All ordinances, resolutions or parts thereof in conflict herewith
be and the same are hereby repealed to the extent of such conflict, and this ordinance shall be in full force and effect
forthwith upon its adoption.
Section 16. Effective Date. This ordinance shall become effective upon adoption and approval,
in accordance with applicable state law.
It Upon motion by Trustee i id° S , seconded by Trustee
, adopted this 14th day of November, 2011, by roll call vote, as follows
(all in physical attendance, with no electronic attendance):
Ayes (names):
Nays (names):
Absent (names):
(SEAL)
Attest:
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APPROVED: November 14, 2011
15
REGISTERED NO.
:See Reverse Side for :
:Additional Provisions:
INTEREST RATE:
Registered Owner:
Principal Amount:
EXHIBIT A
UNITED STATES OF AMERICA REGISTERED $
STATE OF ILLINOIS
VILLAGE OF LEMONT, COOK, DuPAGE AND WILL COUNTIES, ILLINOIS
GENERAL OBLIGATION (LIMITED TAX) DEBT CERTIFICATE
TAXABLE SERIES 2011
DATED DATE MATURITY DATE:
CUSIP:
KNOW ALL BY THESE PRESENTS that the Village of Lemont, in Cook, DuPage and Will Counties, Illinois (the
"Municipality "), for value received promises to pay to the Registered Owner identified above, or registered assigns, a proportionate
undivided interest in the payments to be made by the Municipality under the Installment Purchase Agreement dated as of December 1, 2011
(the "Installment Purchase Agreement "), with the Village Treasurer (in such individual's official capacity as the nominee "Seller" under
Section 17 of the Local Government Debt Reform Act) the Principal Amount set forth above on the Maturity Date set forth above, upon
presentation and surrender of this Certificate to the Paying Agent for the Municipality, and to pay interest on such Principal Amount from the
later of the Dated Date hereof or the most recent interest payment date to which interest has been paid, as the case may be, at the Interest
Rate per annum set forth above, computed on the basis of a year of twelve 30 -day months, in lawful money of the United States of America
annually on each July 1 and January 1, commencing 201 , until such Principal Amount hereof shall have been paid, by
check or draft on funds of the Municipality mailed by Amalgamated Bank of Chicago, through its designated payment office in Chicago,
Illinois, as Paying Agent (the "Paying Agent "), to the Registered Owner of record hereof as of the close of business on the 15th day
(whether or not a business day) of the calendar month immediately next preceding each interest payment date, at the address of such
Registered Owner appearing on the registration books maintained for such purpose by Amalgamated Bank of Chicago, through its principal
corporate trust office in Chicago, Illinois, as Certificate Registrar (including its successors, the "Registrar ").
This Certificate is one of. the Municipality's Certificates authorized in the aggregate principal amount of up to
$ which are all of like tenor, except as to maturity, and which are authorized and issued or to be issued by the Municipality under
and pursuant to the Constitution and laws of the State of Illinois and pursuant to and in accordance with an authorizing ordinance adopted by
the President and Board of Trustees on November 14, 2011, and entitled: AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATION (LIMITED TAX) DEBT CERTIFICATES, TAXABLE SERIES 2011, TO FINANCE GATEWAY TIF REDEVELOPMENT
FACILITIES FOR THE VILLAGE OF LEMONT, COOK, DuPAGE AND WILL COUNTIES, ILLINOIS, AND PROVIDING THE DETAILS OF
SUCH CERTIFICATES, AND RELATED MATTERS, (the "Ordinance," with respect to which undefined terms herein shall have the
meanings therein).
[Term certificate provisions, as applicable.]
In connection with the foregoing obligations and debt, the Municipality has entered into the Installment Purchase
Agreement and has entered into or will enter into one or more acquisition or construction contracts or purchase orders or agreements (each
a "Contract ") under applicable law with sellers, service providers, vendors, or contractors, which Contracts are to be identified to the
Installment Purchase Agreement. Each Certificate shall and does evidence the assignment by the Municipality of a proportionate undivided
interest in the right to receive payments to be made by the Municipality under the Installment Purchase Agreement. The Certificates are
payable solely from such payments as, when and if the same are made by the Municipality, which revenues are to be held and paid
over to the Paying Agent in the manner and to the extent provided in the Ordinance and constitute a debt of the Municipality as an
obligation and debt of the Municipality payable whether or not funds are duly appropriated or budgeted therefor and secured by a
pledge of general fund revenues and other available funds therefor, as provided in the Ordinance, under Section 17 of the Local
Government Debt Reform Act.
[Adapt and insert, as applicable: Certificates maturing on and after January 1, 201_, shall be subject to optional
redemption and prepayment, as a whole or in part, at the option of the Municipality, in any order of designated maturity, but in inverse order if
none is designated, on any date on and after January 1, 201_, at a price of par, plus accrued interest to the date of redemption.]
This Certificate is transferable only upon the registration books therefor by the Registered Owner hereof in person, or
by such Registered Owner's attorney duly authorized in writing, • upon surrender hereof at the principal office of the Registrar in Chicago,
Illinois, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Owner or by such
Registered Owner's duly authorized attorney, and thereupon a new registered Certificate or Certificates, in the authorized denominations of
$5,000 or any authorized integral multiple thereof and of the same aggregate principal amount as this Certificate, shall_ be issued to the
transferee in exchange therefor. In like manner, this Certificate may be exchanged for an equal aggregate principal amount of Certificates of
any authorized denomination. The Registrar shall not be required to exchange or transfer any Certificate during the period from the 15th day
of the calendar month next preceding any interest payment date to such interest payment date[, nor to transferor exchange any Certificate
after notice calling such Certificate has been mailed nor during a period of 15 days next preceding the mailing of a notice of redemption
which could designate all or a part of any Certificate for redemption.] The Registrar may make a charge sufficient to reimburse it for any tax,
fee or other governmental charge required to be paid with respect to the transfer or exchange of this certificate. No other charge shall be
made for the privilege of making such transfer or exchange. The Municipality, the Registrar and the Paying Agent may treat and consider the
person in whose name this Certificate is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of,
the principal, premium, if any, and interest due hereon and for all other purposes whatsoever, and all such payments so made to such
Registered Owner or upon such Registered Owner's order shall be valid and effectual to satisfy and discharge the liability upon this
Certificate to the extent of the sum or sums so paid, and neither the Bank nor the Registrar or the Paying Agent shall be affected by any
notice to the contrary.
This Certificate shall not be valid or become obligatory for any purpose until the certificate of authentication hereon
shall have been duly executed by the Registrar.
It is hereby certified, recited • and declared that all acts, conditions and things required to be done, exist and be
performed precedent to and in the issuance of this Certificate in order to make it a legal, valid and obligation and debt of the Municipality as
herein provided have been done, exist and have been performed in regular and due time, form and manner as required by law.
IN WITNESS WHEREOF, the Village of Lemont, Cook, DuPage and Will Counties, Illinois, has caused this Certificate
to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its seal, or a facsimile thereof,
to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk, all as of the
Dated Date set forth above.
VILLAGE OF LEMONT, COOK, DuPAGE AND WILL COUNTIES, ILLINOIS
By
(SEAL)
Attest:
By:
Village Clerk
CERTIFICATE OF AUTHENTICATION
Dated:
This is one of the General Obligation (Limited Tax) Debt Certificates, Taxable Series 2011, of the Village of Lemont, Cook, DuPage
and Will Counties, Illinois, related to the Installment Purchase Agreement by and between the Municipality and the Village
Treasurer, as nominee Seller.
AMALGAMATED BANK OF CHICAGO,
Chicago, Illinois, as Registrar
Registrar and Amalgamated Bank of Chicago
Paying Agent: Chicago, Illinois By
Authorized Signer
ASSIGNMENT
For value received the undersigned sells, assigns and transfers unto
[Name, Address and Tax Identification Number of Assignee]
the within Certificate and hereby irrevocably constitutes and appoints
attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises.
Dated
Signature Guarantee:
Signature
Notice: The signature on this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within
Certificate in every particular, without alteration or enlargement or any change whatever.
The foregoing form of Certificate may be modified in any manner not inconsistent with the authorizing ordinance therefor. The opinion of
bond counsel shall be conclusive in that connection.
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STATE OF ILLINOIS )
) SS.
THE COUNTY OF COOK )
CERTIFICATION OF ORDINANCE
I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the
Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Municipality "), and that as such official I am
the keeper of the records and files of the Municipality and its President and Board of Trustees (the "Corporate
Authorities ").
I do further certify that the foregoing is a full, true and complete excerpt from the proceedings of the
meeting of the Corporate Authorities held on the 14`h day of November, 2011, insofar as the same relates to the
adoption of an ordinance numbered and entitled:
ORDINANCE NO. 0-1/41
AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION
(LIMITED TAX) DEBT CERTIFICATES, TAXABLE SERIES 2011, TO FINANCE
GATEWAY TIF REDEVELOPMENT FACILITIES FOR THE VILLAGE OF LEMONT,
COOK, DuPAGE AND WILL COUNTIES, ILLINOIS, AND PROVIDING THE DETAILS
OF SUCH CERTIFICATES, AND RELATED MATTERS,
a true, correct and complete copy of which ordinance as adopted at such meeting appears in the proceedings of such
meeting.
I do further certify that the deliberations of the Corporate Authorities on the adoption of such
ordinance were conducted openly, that the vote on the adoption of such ordinance was taken openly and was
preceded by a public recital of the matter being considered and such other information as would inform the public of
the business being conducted, that the agenda for the meeting was duly posted at the Village Hall and the
Municipality's website at least 48 hours prior to the meeting; that such meeting was held at a specified time and
place convenient to the public, that notice of such meeting was duly given to all of the news media requesting such
notice, that such meeting was called and held in strict compliance with the provisions of the open meetings laws of
the State of Illinois, as amended, and with the provisions of the Illinois Municipal Code of the State of Illinois, as
amended, and that the Corporate Authorities have complied with all of the procedural rules of the Corporate
Authorities.
IN WITNESS WHEREOF, I hereunto affix my official signature, and the Municipality's seal, this
day of , 2011.
(SEAL) Village Clerk
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