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O-41-14 Ord Authorizing Issue of Tax-Exempt/Taxable Gen Oblig Refunding Bonds ORDINANCE NO. -Lf' AN ORDINANCE AUTHORIZING THE ISSUANCE OF TAX-EXEMPT AND TAXABLE GENERAL OBLIGATION REFUNDING BONDS (ALTERNATE REVENUE SOURCE), SERIES 2014A AND SERIES 2014B, OF THE VILLAGE OF LEMONT, COOK, DuPAGE AND WILL COUNTIES, ILLINOIS, PROVIDING THE DETAILS OF SUCH BONDS AND FOR ALTERNATE REVENUE SOURCES AND THE LEVIES OF DIRECT ANNUAL TAXES SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON SUCH BONDS,AND RELATED MATTERS WHEREAS, the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Issuer"), operates in accordance with the provisions of the Illinois Municipal Code [Section 5/1-1-1 et. seq. of Chapter 65 of the Illinois Compiled Statutes, as supplemented and amended, including by the Local Government Debt Reform Act (collectively, the "Act")] and is entitled to receive a certain distributive revenue share of proceeds of the (i) Retailers' Occupation Taxes, Service Occupation Taxes, Use Taxes and Service Use Taxes (collectively, and subject to any prior lien or pledge, "General Sales taxes") imposed, collected and distributed pursuant to applicable law, and (ii) State of Illinois income taxes (such distributive shared referred to herein as "Revenue Sharing Receipts") imposed by the State of Illinois pursuant to the Illinois Income Tax Act and distributed pursuant to the State Revenue Sharing Act, and also is entitled to receive incremental taxes derived from the Issuer's tax increment finance ("TIF") Gateway Redevelopment Project Area (subject to any prior pledge, "Incremental Taxes"); and WHEREAS, the President and Board of Trustees of the Issuer (the "Corporate Authorities") previously determined that it was advisable, necessary and in the best interests of the Issuer's public health, safety and welfare to refinance (A) part of a public works facility and flood remediation, and related facilities, improvements and costs (which may have been undertaken in one or more phases, the "2005A Project"), and (B) remediation, demolition, environmental studies and related work, professional and other redevelopment project costs, within or serving the TIF Gateway Redevelopment Project Area, capitalized interest, and related facilities, improvements and costs (which may have been undertaken in one or more phases, the "2012B Project")(Collectively, the 2005 and 2012B Projects are the "Prior Projects".); and WHEREAS, in connection with financing: (A) the 2005 Project the Issuer on March 5, 2005 issued $1,525,000 initial principal amount General Obligation Bonds (Alternate Revenue Source), Series 2005 (to be refunded at a lower interest cost, the "2005 Bonds") under Ordinance No. 0-25-05, adopted February 28, 2005 (as supplemented and amended, the "2005 Ordinance"), with Amalgamated Bank of Chicago, Chicago, Illinois a the bond registrar and paying agent (the "2005 Bond Registrar" and "2005 Paying Agent"); and (B) the 2012B Project the Issuer on January 26, 2012 issued $4,750,000 initial principal amount Taxable General Obligation Bonds (Alternate Revenue Source), Series 2012B (to be restructured, the "2012B Bonds") under the Ordinance No. 0-01-12, adopted January 9, 2012 (as supplemented, the "2012B Ordinance"), which 2005 Bonds and 2012B Bonds (collectively, the "Prior Bonds") are to be refunded (each a "refunding") in whole or in part, by direct payment or funding with an applicable escrow, deposit or other refunding agent (as applicable, the "Refunding Agent") through an escrow, deposit or other refunding account (as applicable, the "Refunding Account") with cash and/or certain investment securities ( "Investment Securities") under an escrow, deposit or refunding agreement (as applicable, the "Refunding Agreement") for such purpose; and WHEREAS, the total estimated cost of each Refunding, including related issuance costs and other expenses, is to be paid in whole or in part from proceeds of the hereinafter described alternate bonds, being general obligation in lieu of revenue bonds as authorized by Section 15 of the Local Government Debt Reform Act (Section 350/15 of Chapter 30 of the Illinois Compiled Statutes), but nevertheless expected to be paid from receipts of certain specified revenues, as further provided in this ordinance, rather than by any levy of taxes, and any balance from other funds legally available for such purpose; and WHEREAS, the estimated cost to provide for the Refundings, and related legal, financial, bond discount, printing and publication costs, and other expenses preliminary to and in connection with the Projects is anticipated not to exceed the amounts presently anticipated and planned to be paid from proceeds of the hereinafter described Bonds; and WHEREAS, ORDINANCE NO. 0-30-14, AN ORDINANCE AUTHORIZING THE ISSUANCE OF INCREMENTAL TAXES / GENERAL SALES TAXES / REVENUE SHARING RECEIPTS ALTERNATE REVENUE SOURCE BONDS OF THE VILLAGE OF LEMONT, COOK DuPAGE AND WILL COUNTIES, ILLINOIS, FOR THE PURPOSE OF REFINANCING GATEWAY TIF REDEVELOPMENT PROJECT COSTS, AND RELATED FACILITIES, IMPROVEMENTS AND COSTS (the "2014B Preliminary Ordinance"), adopted May 12, 2014, together with a separate notice of intent to issue Incremental Taxes, General Sales Taxes and Revenue Sharing Receipts alternate bonds (being general obligation in lieu of revenue bonds) was published on June 11, 2014, in the Lemont Suburban Life, a newspaper published in Lemont, Illinois and of general circulation in the corporate limits of the Issuer; and WHEREAS, more than thirty (30) days have elapsed since the June 11, 2014 publication of the 2014B Preliminary Ordinance and the related notice in the Lemont Suburban Life, and the Issuer has received no petition in connection with the 2014B Bonds or the 2012B refunding, a form of petition therefor being at all relevant times available in the office of the Village Clerk on and since May 12, 2014; and WHEREAS, the Issuer has insufficient funds to pay the costs of the Refundings and, therefore, must borrow money and issue revenue and general obligation bonds (alternate revenue source) under this ordinance, in evidence thereof up to the aggregate principal amount of $2,130,000 for such purposes (collectively, the "Bonds"): (A) $1,100,000 General Obligation Bonds (Alternate Revenue Source), Series 2014A (the "Series 2014A Bonds" or "Series 2014A"); and (B) $1,030,000 Taxable General Obligation Refunding Bonds (Alternate Revenue Source), Series 2014B (the "Series 201413 Bonds" or"Series 2014B"); and -2- WHEREAS, pursuant to and in accordance with the provisions of Section 15 of the Local Government Debt Reform Act (Section 350/15 of Chapter 30 of the Illinois Compiled Statutes), as supplemented and amended, the Preliminary Ordinances and this ordinance, the Issuer is authorized to issue the Bonds for the purpose of providing funds to pay all or a portion of the costs of the Refundings; and WHEREAS, after notices having been duly published on June 11, 2014 in the Lemont Suburban Life, the Corporate Authorities on June 23, 2014 held and conducted the public hearing required by the Bond Issue Notification Act (30 ILCS 352/1 et seq.) concerning the 2014B Bonds; and WHEREAS,one or more proposed Bond purchase agreements (which when fully executed or closed upon each is to constitute the "Purchase Agreement") by and between the Issuer and Bernardi Securities, Inc., Chicago, Illinois (the "Underwriter"), pursuant to which the Underwriter offers to purchase the Bonds at the applicable prices and interest rates, to be as described in the Issuer's Official Statement (in preliminary form, and when completed to constitute the final "Official Statement") related to the Bonds, with a related continuing disclosure certificate and agreement as an undertaking (the "Disclosure Agreement") under Rule 15c2-12 of the Securities and Exchange Commission ("Rule 15c2-102"); 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. Definitions 4 Section 2. Preambles, Authority and Useful Life 7 Section 3. Authorization and Terms of Bonds 7 Section 4. Execution and Authentication 11 Section 5. Registration of Bonds and Book-Entry 12 Section 6. Bond Registrar and Paying Agent 14 Section 7. Alternate Bonds; General Obligations 15 Section 8. Form of Bonds 16 Section 9. Levy and Extension of Taxes 22 Section 10. Related Agreements 23 Section 11. Revenue Fund 23 Section 12. Bond Proceeds Account 27 Section 13. Issuance of Additional Bonds 27 Section 14. Arbitrage Rebate 28 Section 15. Investment Regulations 29 Section 16. Non-Arbitrage and Tax-Exemption 29 Section 17. Further Assurances and Actions 34 Section 18. General Covenants 34 Section 19. Ordinance to Constitute a Contract 36 -3- Section 20. Severability and No Contest 36 Section 21. Bank Qualified Bonds 36 Section 22. Conflict 37 Section 23. Effective Date 37 NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COOK, DUPAGE AND WILL COUNTIES, ILLINOIS, as follows: Section 1. Definitions. Certain words and terms used in this ordinance shall have the meanings given them herein, including above in the preambles hereto, and the meanings given them in this Section 1, unless the context or use clearly indicates another or different meaning is intended. Certain definitions are as follows: "Act" means, collectively, the Local Government Debt Reform Act (Section 350/1 et seq. of Chapter 30 (and particularly Section 350/15 thereof) of the Illinois Compiled Statutes, as supplemented and amended, and the Illinois Municipal Code (Section 5/1-1-1 et seq. of Chapter 65 of the Illinois Compiled Statutes), as supplemented and amended, including, without limitation, by applicable law (including but not limited to as related to General Sales Taxes, Revenue Sharing Receipts and Incremental Taxes), the Registered Bond Act, the Illinois Bond Replacement Act and the Bond Authorization Act. "Alternate Bonds" means "alternate bonds" as described in Section 15 of the Local Government Debt Reform Act (Section 350/15 of Chapter 30 of the Illinois Compiled Statutes), and includes expressly the Bonds. "Arbitrage Regulation Agreement" means the Issuer's Arbitrage Regulation Agreement in connection with arbitrage rebate and yield reduction payments in connection with the Series 2014A Bonds. "Bona fide debt service fund" means, concerning the Series 2014A Bonds, a fund or account that: (1) is used primarily to achieve a proper matching of revenues with principal and interest payments within each bond year; and (2) is depleted at least once each bond year, except for a reasonable carryover amount not to exceed the greater of: (i) the earnings on the fund for the immediately proceeding bond year; or (ii) one-twelfth of the principal and interest payments on the issue for the immediately preceding Bond Year. "Bond" or "Bonds" means, collectively, the Issuer's: (A) General Obligation Refunding Bonds (Alternate Revenue Source), Series 2014A; and (B) Taxable General Obligation Refunding Bonds (Alternate Revenue Source), Series 2014B, authorized to be issued by this ordinance, up to the aggregate principal amount of $2,130,000: $1,100,000 Series 2014A; and $1,030,000 Series 2014B, subject to each applicable Bond Order. "Bond Order" means each Bond Order, as referenced in Section 3(a). -4- "Bond Registrar" and "Paying Agent" each means Amalgamated Bank of Chicago, Chicago, Illinois, and its successors. "Bond Year" means, subject to such elections as the Issuer may make, each annual period of December 2 in a calendar year to and including December 1 in the next calendar year. "Code" means the Internal Revenue Code of 1986, as amended, and includes related and applicable Income Tax Regulations promulgated by the Treasury Department. "Corporate Authorities" means the Issuer's President and Board of Trustees. "Disclosure Agreement" means each Continuing Disclosure Certificate and Agreement under Rule 15c2-12, related to the Bonds. "Fiscal Year" means the twelve-month period constituting the Issuer's fiscal year, not inconsistent with applicable law. "Fund" means the Revenue Fund created and established, or conducted, as applicable, in Section I 1 of this ordinance. "General Sales Taxes" shall have the meaning set forth in the recitals in the preamble to this ordinance. "Incremental Taxes" shall have the meaning set forth in the recitals in the preamble to this ordinance. "Insurer" shall have the meaning in Section 3(a). "Issuer" means the Village of Lemont, Cook, DuPage and Will Counties, Illinois. "Junior Bond" means any Outstanding bond or Outstanding bonds payable from the Junior Debt Service Account of the Bond and Interest Account of the Fund, and includes expressly each series of the Bonds. "Official Statement" means, as applicable, the Issuer's Preliminary Official Statement and final Official Statement in connection with the Bonds. "Outstanding", when used with reference to any bond, means any bond which is outstanding and unpaid; provided, however, such term shall not include bonds: (i) which have matured and for which moneys are on deposit with proper paying agents, or are otherwise properly available, sufficient to pay all principal and interest thereof, or (ii) the provision for payment of which has been made by the Issuer by the deposit in an irrevocable trust or escrow of funds of direct, full faith and credit obligations of the United States of America, the principal and interest of which will be sufficient to pay at maturity or as called for redemption all the principal of and applicable premium on such Bonds, the sufficiency of which verified by a report of a -5- certified public accountant, and in the case of Series 2014A Bonds will not result in the loss of the exclusion from gross income of the interest thereon under Section 103 of the Code for such bonds or obligations which are "tax-exempt". "Parity Bonds" means bonds or any other obligations which share ratably and equally in the Revenues with either Senior Bonds or Junior Bonds, as set forth and provided for in any such ordinance authorizing the issuance of any such Parity Bonds. "Pledged Revenues" means each source of the Revenues, which each constitutes a"revenue source"under the Local Government Debt Reform Act. "Pledged Taxes", as applicable to each series of Bonds, shall have the meaning in Sections 7 and 9. "Policy" shall have the meaning in Section 3(a). "Preliminary Ordinances" means the "2014B Preliminary Ordinance", as set forth above in the recitals in the preamble to this ordinance. "Prior Projects" means, collectively, the "2005 Project" and the "2012B Project", as set forth above in the recitals in the preamble to this ordinance. "Prior Bonds" means, collectively,the 2005 Bonds and the 2012B Bonds. "Prior Ordinances" means, collectively, the 2005 Ordinance and the 2012B Ordinance. "Purchase Agreement" means, as applicable, each Bond purchase contract proposed by the Underwriter, constituting an agreement to purchase the Bonds, which upon acceptance and execution by the Issuer and the Underwriter constitutes a Purchase Agreement for the applicable Bonds. "Qualified Investments" means legal investments of the Issuer under applicable law. "Revenue Sharing Receipts" shall have the meaning set forth above in the recitals in the preamble to this ordinance. "Revenues" means, collectively, (i) General Sales Taxes, (ii) Revenue Sharing Receipts and (iii) Incremental Taxes, with respect to which (i) applies to Series 2014A ("Series 2014A Revenues" and/or "Series 2014A Pledged Revenues") and (i), (ii), and (iii) apply to Series 2014B ("Series 2014B Revenues" and/or"Series 2014B Pledged Revenues"). "Rule 15c2-12" means Rule 15c2-12 of the Securities and Exchange Commission. -6- "Senior Bond" means any Outstanding bond or Outstanding bonds payable from the Senior Debt Service Account of the Bond and Interest Account of the Fund under this ordinance. "Series 2014A Bonds", "Series 2014A", "Series 2014B Bonds" and "Series 2014B" each shall have the meaning set forth above in the recitals in the preamble to this ordinance. "Term Bonds" means, if any, as applicable to each series of Bonds, as set forth herein or in an applicable Bond Order, one or more maturities of Bonds specified as Term Bonds. "2005 Bonds", "2005 Ordinance", "2012B Bonds" and "2012B Ordinance" each shall have the meaning set forth above in the recitals in the preamble to this ordinance. "Underwriter" means Bernardi Securities, Inc., through its principal office in Chicago, Illinois, the underwriter in connection with the Bonds. "Yield" or "yield" means yield computed under Section 1.148-4 of the Income Tax Regulations for the Bonds, and yield computed under Section 1.148-5 of the Income Tax Regulations for an investment. "Yield Reduction Payments" or "yield reduction payments" shall have the meaning in Income Tax Regulations Section 1.148-5(c). "Yield Restricted" or "yield restricted" with reference to an obligation means that the yield thereon is limited to the yield on the Bonds. Section 2. Preambles, Authority and Useful Life. The Corporate Authorities hereby find that all the recitals contained in the preambles and recitals to this ordinance are true, complete and correct, and hereby incorporate them into this ordinance by this reference thereto. This ordinance is adopted pursuant to the Constitution and applicable laws of the State of Illinois, including the Act, for the purpose of paying all or a portion of the costs of the Refundings, including costs of issuance of the Bonds. This ordinance shall be applied, interpreted and construed to be applicable to each series of Bonds, whether issued at one time or from time to time. The Corporate Authorities hereby determine the remaining period of usefulness of each Prior Project to be not less than thirty (30) years from the date of delivery of the related Prior Bonds. Section 3. Authorization and Terms of Bonds. To meet all or a part of the estimated costs of the Projects, there is hereby allocated the sum of up to $2,130,000, to be derived from the proceeds of the Bonds. For the purpose of such financing, the Bonds of the Issuer shall be issued and sold at one time or from time to time in not to exceed the aggregate principal amount of $2,130,000, shall be designated: (A) "General Obligation Refunding Bond (Alternate Revenue Source), Series 2014A," anticipated not to exceed the aggregate principal amount of $1,100,000; and (B) "Taxable General Obligation Refunding Bond -7- (Alternate Revenue Source), Series 2014B," anticipated not to exceed the aggregate principal amount of$1,030,000, and shall be issued in the denomination of$5,000 each or any authorized integral multiple thereof. (a) General Terms. The Bonds of each series shall be numbered consecutively from 1 upwards in order of their issuance and may bear such identifying numbers or letters as shall be useful to facilitate the registration, transfer and exchange of the Bonds. As determined in an order to authenticate the Bonds, the Bonds shall be dated as of or before the date or dates of the issuance and sale thereof and acceptable to the Underwriter. The Bonds of each series are hereby authorized to bear interest at the rates percent per annum not to exceed 5.0%/Series 2014A and 6.0%/Series 2014B and shall mature (or come due pursuant to mandatory sinking fund redemption as Term Bonds, as specified in each applicable Bond Order, and not otherwise) on December 1 of the years and in the principal amount in each year, commencing not before 2015/Series 2014A and 2017/Series 2014B and ending not later than 2024/Series 2014A and 2026/Series 2014B, as shall be specified in applicable Bond Orders. Each Bond shall bear interest from its date, or from the most recent interest payment date to which interest has been paid, computed on the basis of a 360-day year consisting of twelve 30-day months, and payable in lawful money of the United States of America semiannually on each June 1 and December 1, commencing on or after December 1, 2014, at the rates percent per annum herein authorized. Bonds shall bear interest at such rates and mature in the principal amount in each year, but not exceeding the aggregate principal amounts, if different than as set forth above, and have such other and further terms and related provisions as set forth in one or more applicable Bond Orders, and not otherwise. For purposes of the foregoing and otherwise in this ordinance, the term `Bond Order" shall mean each certificate signed in connection with each series of Bonds by the Village President, and attested by the Village Clerk and under the seal of the Issuer, setting forth and specifying terms and details of and related to the applicable Bonds, including, but not limited to, as the case may be, aggregate maturity amount for each series (but not exceeding the authorized maximum principal amounts) final interest rates, sale/purchase price, optional and mandatory call provisions, conditional calls, final maturity schedule, payment dates, taxable, tax-exempt, bank qualification, and identification of the issuer (the "Insurer") of a bond insurance policy or other credit facility (the "Policy") securing payment of debt service on the applicable Bonds, identification of the Bond Registrar and Paying Agent, refunding Agent or other fiscal agents, original issue discount ("OID") and/or reoffering premium and specification of Pledged Revenues, Pledged Taxes and specification of Prior Bonds to be subject to Refundings, all with respect to each series of Bonds. The Bond forms shall be conformed to applicable Bond Orders. The principal of and premium, if any, on Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof at the designated corporate trust office of Amalgamated Bank of Chicago, Chicago, Illinois, the financial institution designated in this ordinance to act as the Paying Agent for the Bonds (including its successors, the "Paying Agent"). Interest on the Bonds shall be payable on each interest payment date to the registered owners of record appearing on the registration books maintained by Amalgamated Bank of Chicago, Chicago, Illinois, the financial institution designated in this ordinance to act as the Bond Registrar on behalf of the Issuer for such purpose (including its successors, the "Bond Registrar"), at the principal corporate trust office of the Bond Registrar as of the close of business on the fifteenth (15th) day (whether or -8- not a business day) of the calendar month next preceding the applicable interest payment date. Interest on the Bonds shall be paid by check or draft mailed by the Paying Agent to such registered owners at their addresses appearing on the registration books. (b) Redemption. The Bonds shall be subject to redemption, as follows: (i) Optional Redemption. Bonds maturing on and after the date in the year or years specified in an applicable Bond Order, are subject to call for redemption prior to maturity at the option of the Issuer as a whole or in part on any date on and after the date in the year or years specified in each applicable Bond Order, and if in part in integral multiples of$5,000 in such principal amounts and from such maturities as specified by the Issuer (but in inverse order if there is no such specification), less than all Bonds of a maturity to be selected by the Bond Registrar, on the applicable redemption date and at a redemption price equal to the principal amount to be so redeemed, plus accrued interest to the date fixed for redemption. (ii) Sinking Fund Redemption. Bonds specified as Term Bonds (the "Term Bonds"), if any, are subject to mandatory sinking fund redemption in the principal amount on the date in the year or years as shall be specified in each applicable Bond Order. At its option before the 45th day (or such lesser time acceptable to the Bond Registrar) next preceding any mandatory sinking fund redemption date in connection with Term Bonds the Issuer by furnishing the Bond Registrar and the Paying Agent an appropriate certificate of direction and authorization executed by the Village President or Village Administrator may: (i) deliver to the Bond Registrar for cancellation Term Bonds in any authorized aggregate principal amount desired; or (ii) furnish the Paying Agent funds for the purpose of purchasing any of such Term Bonds as arranged by the Issuer; or(iii) receive a credit (not previously given) with respect to the mandatory sinking fund redemption obligation for such Term Bonds which prior to such date have been redeemed and cancelled. Each such Bond so delivered, previously purchased or redeemed shall be credited at 100% of the principal amount thereof, and any excess shall be credited with regard to future mandatory sinking fund redemption obligations for such Bonds in such order or from such due dates as the Issuer specifies (but in chronological order, if there is no specification) and the principal amount of Bonds to be so redeemed as provided shall be accordingly reduced. In the event Bonds being so redeemed are in a denomination greater than $5,000, a portion of such Bonds may be so redeemed, but such portion shall be in the principal amount of$5,000 or any authorized integral multiple thereof. (iii)Procedure. In the event of the redemption of less than all the Bonds of like maturity, the aggregate principal amount thereof to be redeemed shall be $5,000 or an integral multiple thereof and the Bond Registrar shall assign to each Bond of such maturity a distinctive number for each $5,000 principal amount of such Bond and shall select by lot from the numbers so assigned as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided that only so much of the principal amount of each Bond shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. -9- The Issuer shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on the redemption date, together with interest to such redemption date, prior to giving any notice of redemption. With notice at least forty-five (45) days before the redemption date (or lesser notice acceptable to the Bond Registrar, and with no such notice being required under(ii) above) to the Bond Registrar by the Issuer, notice of the redemption of Bonds shall be given by first class mail not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for such redemption to the registered owners of Bonds to be redeemed at their last addresses appearing on such registration books. The Bonds or portions thereof specified in such notice shall become due and payable at the applicable redemption price on the redemption date therein designated, together with interest to the redemption date. If there shall be drawn for redemption less than all of a Bond, the Issuer shall execute and the Bond Registrar shall authenticate and deliver, upon the surrender of such Bond, without charge to the registered owner thereof, for the unredeemed balance of the Bond so surrendered, Bonds of like maturity and of the denomination of$5,000 or any authorized integral multiple thereof. All notices of redemption shall include at least the information as follows: (1)the redemption date; (2)the redemption price; (3) if less than all of the Bonds of a given maturity are to be redeemed, the identification and, in the case of partial redemption of the Bonds, the respective principal amounts of the Bonds to be redeemed; (4) a statement that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from such date; and (5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the designated principal office of the Paying Agent. Notice of redemption having been so given, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date such Bonds or portions of Bonds shall cease to bear interest. Neither the failure to mail such redemption notice nor any defect in any notice so mailed to any particular registered owner of a Bond shall affect the sufficiency of such notice with respect to other registered owners. Notice having been properly given, failure of a registered owner of a Bond to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or the redemption action described in the notice. Such notice may be waived in writing by a registered owner of a Bond, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice shall be filed, if at all, with the Bond Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Upon surrender of such Bonds for redemption in accordance with such notice, such Bonds shall be paid by the Paying Agent at the redemption price. Interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. In addition to the foregoing notice set forth above, further notice shall be given by the Bond Registrar on behalf of the Issuer as set out below, but no defect in such further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above prescribed. Each further notice of redemption given hereunder shall contain the information required above for an official -10- notice of redemption plus (a) the CUSIP number of all Bonds being redeemed; (b) the date of issue of the Bonds as originally issued; (c) the rate of interest borne by each Bond being redeemed; (d) the maturity date of each Bond being redeemed; and (e) any other descriptive information needed to identify accurately the Bonds being redeemed. Each further notice of redemption shall be sent at least thirty (30) days before the redemption date to registered securities depositories then holding any of the applicable series of Bonds and to one or more national information services, chosen in the discretion of the Bond Registrar, if at all, that disseminate notices of redemption of obligations such as the Bonds. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall identify the Bond or Bonds, or portion thereof, being redeemed with the proceeds of such check or other transfer. If any Bond or portion of Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal, and premium, if any, shall, until paid, bear interest from the redemption date at the rate borne by the Bond or portion of such Bond so called for redemption. All Bonds which have been redeemed shall be cancelled and destroyed by the Bond Registrar and shall not be reissued. Section 4. Execution and Authentication. Each Bond shall be executed in the name of the Issuer by the manual or authorized facsimile signature of its Village President and the corporate seal of the Issuer, or a facsimile thereof, shall be thereunto affixed, impressed or otherwise reproduced or placed thereon and attested by the manual or authorized facsimile signature of its Village Clerk. Temporary Bonds, preliminary to the availability of Bonds in definitive form, shall be and are hereby authorized and approved. In case any officer whose signature, or a facsimile of whose signature, shall appear on any Bond shall cease to hold such office before the issuance of such Bond, such Bond shall nevertheless be valid and sufficient for all purposes, the same as if the person whose signature, or a facsimile thereof, appears on such Bond had not ceased to hold such office. Any Bond may be signed, sealed or attested on behalf of the Issuer by any person who, on the date of such act, shall hold the proper office, notwithstanding that at the date of such Bond such person may not hold such office. No recourse shall be had for the payment of any Bonds against the Village President or any member of the President and Board of Trustees or any officer or employee of the Issuer(past, present or future) who executes the'Bonds, or on any other basis. Each Bond shall bear thereon a certificate of authentication executed manually by the Bond Registrar. No Bond shall be entitled to any right or benefit under this ordinance or shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the Bond Registrar. Such certificate of authentication shall have been duly executed by the Bond Registrar by manual signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this ordinance. The certificate of authentication on any Bond shall be deemed to have been executed by the Bond Registrar if signed by an authorized officer of the Bond -11- Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder. Section 5. Registration of Bonds and Book-Entry. The Bonds shall be negotiable, subject to the provisions for registration of transfer contained herein and related to book-entry only registration. (a) General. This subsection (a) is subject to the provisions of subsection (b) concerning book-entry only provisions. The Issuer shall cause books (the "Bond Register") for the registration and for the transfer of the Bonds as provided in this ordinance to be kept at the principal corporate trust office of the Bond Registrar, which is hereby constituted and appointed the Bond Registrar of the Issuer. The Issuer is authorized to prepare, and the Bond Registrar shall keep custody of, multiple Bond blanks executed by the Issuer for use in the issuance from time to time of the Bonds and in the transfer and exchange of Bonds. Upon surrender for transfer of any Bond at the principal corporate trust office of the Bond Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Bond Registrar and duly executed by the registered owner or such owner's attorney duly authorized in writing, the Issuer shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of the same series and maturity of authorized denominations, for a like aggregate principal amount. Any fully registered Bond or Bonds may be exchanged at the office of the Bond Registrar for a like aggregate principal amount of Bond or Bonds of the same series and maturity of other authorized denominations. The execution by the Issuer of any fully registered Bond shall constitute full and due authorization of such Bond, and the Bond Registrar shall thereby be authorized to authenticate, date and deliver such Bond. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of, premium (if any) or interest on any Bond shall be made only to or upon the order of the registered owner thereof or such registered owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. No service charge shall be made for any transfer or exchange of Bonds, but the Issuer or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds exchanged in the case of the issuance of a Bond or Bonds for the outstanding portion of a Bond surrendered for redemption. The Village President or Village Administrator or Village Treasurer may, in his or her discretion at any time, designate a bank with trust powers or trust company, duly authorized to do business as a bond registrar, paying agent, or both, to act in one or both such capacities hereunder, in the event the Village President or Village Administrator or Village Treasurer shall determine it to be advisable. Notice shall be given to the registered owners of any such -12- designation in the same manner, as near as may be practicable, as for a notice of redemption of Bonds, and as if the date of such successor taking up its duties were the redemption date. (b) Book-Entry-Only Provisions. Unless otherwise set forth in a Bond Order, the Bonds shall be issued in the form of a separate single fully registered Bond of each series for each of the maturities of the Bonds. Upon initial issuance, the ownership of each such Bond may be registered in the Bond Register therefor in a street name (initially "Cede & Co.") of a securities depository (the "Depository"), initially The Depository Trust Company, New York, New York ("DTC"), or any successor thereto, as nominee of the Depository. The outstanding Bonds from time to time may be registered in the Bond Register in a street name, as nominee of the Depository. As required, the Village President or Village Administrator or Village Treasurer each is authorized to execute and deliver on behalf of the Issuer such letters to or agreements with the Depository as shall be necessary to effectuate such book-entry system (any such letter or agreement being referred to herein as the "Representation Letter"). Without limiting the generality of the authority given to the Village President or Village Administrator or Village Treasurer with respect to entering into such Representation Letter, it may contain provisions relating to (a) payment procedures, (b) transfers of the Bonds or of beneficial interest therein, (c) redemption notices and procedures unique to the Depository, (d) additional notices or communications, and (e) amendment from time to time to conform with changing customs and practices with respect to securities industry transfer and payment practices. With respect to Bonds registered in the Bond Register in the name of a nominee of the Depository, the Issuer and the Bond Registrar shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which the Depository holds Bonds from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a "Depository Participant") or to any person on behalf of whom such a Depository Participant holds an interest in the Bonds, i.e., an "indirect participant" or a "beneficial owner". Without limiting the meaning of the foregoing, the Issuer and the Bond Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the records of the Depository, the nominee, or any Depository Participant with respect to any ownership interest in the Bonds, (b) the delivery to any Depository Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (c) the payment to any Depository Participant or any other person, other than a registered owner of a Bond as shown in the Bond Register, of any amount with respect to principal of or interest on the Bonds. As long as the Bonds are held in a book-entry-only system, no person other than the nominee of the Depository, or any successor thereto, as nominee for the Depository, shall receive a Bond certificate with respect to any Bonds. Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new nominee in place of the prior nominee, and subject to the provisions hereof with respect to the payment of interest to the registered owners of Bonds as of the close of business on the fifteenth (1 5th) day (whether or not a business day) of the calendar month next preceding the applicable interest payment date, the reference herein to nominee in this ordinance shall refer to such new nominee of the Depository. -13- In the event that (a) the Issuer determines that the Depository is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the agreement among the Issuer, the Bond Registrar, the Paying Agent and the Depository evidenced by the Representation Letter shall be terminated for any reason or (c) the Issuer determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall notify the Depository and the Depository Participants of the availability of Bond certificates, and the Bonds shall no longer be restricted to being registered in the Bond Register in the name of a nominee of the Depository. At that time, the Issuer may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a book-entry system, as may be acceptable to the Issuer, or such depository's agent or designee, and if the Issuer does not select such alternate book-entry system, then the Bonds may be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this ordinance to the contrary, so long as any Bond is registered in the name of a nominee of the Depository, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Representation Letter. (c) Limit. The Bond Registrar shall not be required to exchange or transfer any Bond during the period from the fifteenth (15th) day of the calendar month next preceding any interest payment date to such interest payment date or during the period of fifteen (15) days next preceding the mailing of a notice of redemption which could designate all or a part of any Bonds for redemption, or after such mailing. Section 6. Bond Registrar and Paving Agent. With respect to this ordinance and the Bonds the Bond Registrar shall be Amalgamated Bank of Chicago, through its designated trust office in Chicago, Illinois and the Paying Agent shall be Amalgamated Bank of Chicago, through its designated corporate trust office in Chicago, Illinois. The Issuer covenants that it shall at all times retain a Bond Registrar and Paying Agent with respect to the Bonds and shall cause to be maintained at the office of such Bond Registrar a place where Bonds may be presented for registration of transfer or exchange, that it will maintain at the designated office of the Paying Agent a place where Bonds may be presented for payment, that it shall require that the Bond Registrar maintain proper registration books and that it shall require the Bond Registrar and Paying Agent to perform the other duties and obligations imposed upon each of them by this ordinance in a manner consistent with the standards, customs and practices concerning municipal securities. The Issuer may enter into appropriate agreements with any Bond Registrar and any Paying Agent in connection with the foregoing, including as follows: (a) to act as Bond Registrar, authenticating agent, Paying Agent and transfer agent as provided herein; (b) to maintain a list of the registered owners of the Bonds as set forth herein and to furnish such list to the Issuer upon request, but otherwise to keep such list confidential; -14- (c) to cancel and/or destroy Bonds which have been paid at maturity or submitted for exchange or transfer; (d) to give notices of redemption of Bonds to be redeemed; (e) to furnish the Issuer at least annually a certificate with respect to Bonds cancelled and/or destroyed; and (f) to furnish the Issuer at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. In any event,the Bond Registrar and Paying Agent shall comply with (a) - (f)above. The Bond Registrar and Paying Agent shall signify their acceptances of the duties and obligations imposed upon them by this ordinance. The Bond Registrar by executing the certificate of authentication on any Bond shall be deemed to have certified to the Issuer that it has all requisite power to accept, and has accepted, such duties and obligations, not only with respect to the Bond so authenticated but with respect to all of the Bonds. The Bond Registrar and Paying Agent are the agents of the Issuer for such purposes and shall not be liable in connection with the performance of their respective duties except for their own negligence or default. The Bond Registrar shall, however, be responsible for any representation in its certificate of authentication on the Bonds. The Issuer may remove the Bond Registrar or Paying Agent at any time. In case at any time the Bond Registrar or Paying Agent shall resign (such resignation to not be effective until a successor has accepted such role) or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the Bond Registrar or Paying Agent, or of its property, shall be appointed, or if any public officer shall take charge or control of the Bond Registrar or Paying Agent or of their respective properties or affairs, the Issuer covenants and agrees that it will thereupon appoint a successor Bond Registrar or Paying Agent, as the case may be. The Issuer shall mail or cause to be mailed notice of any such appointment made by it to each registered owner of Bonds within twenty (20) days after such appointment. Any Bond Registrar or any Paying Agent appointed under the provisions of this Section 7 shall be a bank, trust company or other qualified professional with respect to such matters, authorized to exercise such functions in the State of Illinois. Section 7. Alternate Bonds; General Obligations. The Bonds are and constitute Alternate Bonds under the Local Government Debt Reform Act, anticipated to be payable from Pledged Revenues applicable to each series of Bonds and from applicable Pledged Taxes. Under and pursuant to Section 15 of the Local Government Debt Reform Act, the full faith and credit of the Issuer are hereby irrevocably pledged to the punctual payment of the principal of, premium, if any, and interest on the Bonds; the Bonds shall be direct and general obligations of the Issuer; and the Issuer shall be obligated to levy ad valorem taxes upon all the taxable property within the Issuer's corporate limits, for the payment of the Bonds and the interest thereon, without limitation as to rate or amount (such ad valorem taxes being the "Pledged Taxes" related to each series of Bonds). -15- Pledged Revenues are hereby determined by the Corporate Authorities to be sufficient to provide for or pay in each year to final maturity of each series of Bonds all of the following: (1) the debt service on all Outstanding revenue bonds payable from Pledged Revenues, (2) all amounts required to meet any fund or account requirements with respect to such Outstanding revenue bonds, (3) other contractual or tort liability obligations, if any, payable from such Pledged Revenues, and (4) in each year, an amount not less than 1.25 times debt service of all (i) Alternate Bonds payable from such Pledged Revenues previously issued and outstanding, and (ii) Alternate Bonds payable from such Pledged Revenues proposed to be issued, including the Bonds. Applicable Pledged Revenues shall be and are hereby determined by the Corporate Authorities to provide in each year an amount not less than 1.25 times debt service (as defined in Section 2 of the Local Government Debt Reform Act) of Alternate Bonds payable from such enterprise sources previously issued and outstanding, of which there are none, and Alternate Bonds proposed to be issued. The determination of the sufficiency of the Pledged Revenues is supported by reference to the most recent audit of the Issuer, which is for a Fiscal Year ending not earlier than 18 months previous to the time of issuance of the Bonds or otherwise as demonstrated in an applicable report. If for any reason such qualification is later not shown by such audit in connection with Series 2014B (none is required with respect to Series 2014A), a "report" under Section 15 of the Local Government Debt Reform Act is authorized. Such conditions enumerated need not be met for that amount of debt service (as defined in Section 2 of the Local Government Debt Reform Act) provided for by the setting aside of proceeds of bonds or other moneys at the time of the delivery of such bonds. The Pledged Revenues are hereby determined by the Corporate Authorities to provide in each year all amounts required to meet any fund or account requirements with respect to this ordinance, any contractual or tort liability obligations, if any, payable from the applicable Pledged Revenues, and an amount not less than 1.25 times debt service (as defined in Section 2 of the Local Government Debt Reform Act) of all of the Outstanding Bonds, payable from such Pledged Revenues. Section 8. Form of Bonds. Unless Bonds in typewritten form are accepted or in any contract for the sale of the Bonds the underwriter or underwriters of the Bonds shall agree to accept typewritten or other temporary Bonds preliminary to the availability of, or in lieu of, Bonds in printed form, the Bonds shall be prepared in compliance with the National Standard Specifications for Fully Registered Municipal Securities prepared by the American National Standards Institute, and in any event shall be in substantially the following form [provided, however, that reordering of paragraphs and appropriate insertions, deletions and modifications in the form of the Bonds may be made, including as to the custom of printing Bonds in part on the front and back of certificates, and as applicable to a particular series, in appropriate forms prepared by Bond Counsel, not inconsistent herewith]: [The remainder of this page is intentionally left blank.] -16- REGISTERED REGISTERED UNITED STATES OF AMERICA NO. STATE OF ILLINOIS $ THE COUNTIES OF COOK, DUPAGE AND WILL VILLAGE OF LEMONT :See Reverse Side for : [TAXABLE] GENERAL OBLIGATION REFUNDING BOND :Additional Provisions: (ALTERNATE REVENUE SOURCE) SERIES 2014[A/B] INTEREST RATE: MATURITY DATE: DATED DATE: CUSIP: Registered Owner: Principal Amount: KNOW ALL BY THESE PRESENTS that the Village of Lemont (the "Issuer"), a municipality situated in The Counties of Cook, DuPage and Will, in the State of Illinois, acknowledges itself indebted and for value received hereby promises to pay to the Registered Owner identified above, or registered assigns, the Principal Amount set forth above on the Maturity Date specified above, and to pay interest on such Principal Amount from the later of the Dated Date hereof or the most recent interest payment date to which interest has been paid, at the Interest Rate per annum set forth above, computed on the basis of a 360-day year consisting of twelve 30-day months and payable in lawful money of the United States of America semiannually on the first (1st) days of June and December in each year, commencing 1, 201 , until the Principal Amount hereof shall have been paid, by check or draft mailed to the Registered Owner of record hereof as of the fifteenth (1 5th) day (whether or not a business day) of the calendar month of such interest payment date, at the address of such Registered Owner appearing on the registration books maintained for such purpose at the designated corporate trust office of Amalgamated Bank of Chicago, Chicago, Illinois, as Bond Registrar (including its successors, the "Bond Registrar"). This Bond, as to principal and premium, if any, when due, will be payable in lawful money of the United States of America upon presentation and surrender of this Bond at the designated payment office of Amalgamated Bank of Chicago, in Chicago, Illinois, as Paying Agent (including its successors, the "Paying Agent"). The Bonds are payable from the receipts of Pledged Revenues, constituting [Insert, as applicable: General Sales Taxes/Incremental Taxes/Revenue Sharing Receipts], as each such term is defined in the hereinafter defined Bond Ordinance; and although it is expected, and has been certified, that the Bonds are to be paid from such Pledged Revenues, which Pledged Revenues are pledged to the payment thereof second, junior and subordinate to any bonds or other obligations having and to have a prior lien thereon, the full faith and credit of the Issuer, including the power to levy taxes without limit as to rate or amount are irrevocably pledged for the punctual payment of the principal of and interest on this Bond and each Bond of the series of which it is a part, according to the terms thereof. This Bond is one of the Issuer's [Taxable] General Obligation Bonds (Alternate Revenue Source), Series 2014[A/B] (the "Series 2014 Bonds"), issued in the aggregate -17- principal amount of$ , which are all of like tenor, except as to maturity, interest rate and right of redemption, and which are authorized and issued under and pursuant to the Constitution and laws of the State of Illinois, including Section 15 of the Local Government Debt Reform Act (Section 350/15 of Chapter 30 of the Illinois Compiled Statutes, in connection with "alternate bonds", as supplemented and amended), including by the Registered Bond Act, the Illinois Bond Replacement Act, the Bond Authorization Act, and pursuant to and in accordance with Ordinance No. , adopted by the President and Board of Trustees of the Issuer on , 2014, and entitled: " AN ORDINANCE AUTHORIZING THE ISSUANCE OF TAX-EXEMPT AND TAXABLE GENERAL OBLIGATION REFUNDING BONDS (ALTERNATE REVENUE SOURCE), SERIES 2014A AND SERIES 2014B, OF THE VILLAGE OF LEMONT, COOK, DuPAGE AND WILL COUNTIES, ILLINOIS, PROVIDING THE DETAILS OF SUCH BONDS AND FOR ALTERNATE REVENUE SOURCES AND THE LEVIES OF DIRECT ANNUAL TAXES SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON SUCH BONDS, AND RELATED MATTERS" (with respect to "Bond o which undefined terms herein shall have the meanings therein, the Bond Ordinance"). The Bonds are issued to refinance costs of the acquisition, construction and installation of a [Insert, as applicable: certain public facilities and improvements/certain redevelopment project costs], and related facilities, improvements and costs by refunding certain prior alternate bonds, as more fully described in the Bond Ordinance. [Insert and adapt, as applicable: Bonds of this series maturing December 1 of the years 20_, 20 and 20 are Term Bonds (the "Term Bonds"), which are subject to mandatory sinking fund redemption in the principal amount on December 1 of each of the years, as follows: Dec. 1,20 Term Bonds Dec. 1,20 Term Bonds Dec. 1,20 Term Bonds Principal Principal Principal Year Amount($) Year Amount($) Year Amount($) *To be paid at maturity unless previously retired.] [Insert and adapt, as applicable: Bonds of this series maturing on and after December 1, 20_, are subject to call for redemption prior to maturity at the option of the Issuer as a whole or in part on any date on and after December 1, 20 , and if in part in integral multiples of$5,000 in such principal amounts from such maturities as specified by the Issuer (but in inverse order if there is no such specification), less than all Bonds of a maturity to be selected by the Bond Registrar, on the applicable redemption date and at a redemption price equal to the principal amount to be so redeemed, plus accrued interest to the date fixed for redemption. OR: Bonds of this series are not subject to call for optional redemption.] [In the event of the redemption of less than all the Bonds of like maturity, the aggregate principal amount thereof to be redeemed shall be $5,000 or an authorized integral multiple thereof, and the Bond Registrar shall assign to each Bond of such maturity a distinctive number for each $5,000 principal amount of such Bond and shall select by lot from the numbers so assigned as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were -18- assigned numbers so selected; provided that only so much of the principal amount of each Bond shall be redeemed as shall equal $5,000 for each number assigned to it and so selected.] [The Issuer shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to be redeemed on the redemption date, together with interest to such redemption date, prior to giving any notice of redemption. Notice of the redemption of Bonds shall be given by first class mail not less than thirty (30) days nor more than sixty (60) days prior to the date fixed for such redemption to the registered owners of Bonds to be redeemed at their last addresses appearing on the registration books therefor. The Bonds or portions thereof specified in such notice shall become due and payable at the redemption price on the redemption date therein designated, and if, on the redemption date, moneys for payment of the redemption price of all the Bonds or portions thereof to be redeemed, together with interest to the redemption date, remain on deposit with the Paying Agent, and if notice of redemption shall have been mailed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt thereof by any registered owner), then from and after the redemption date interest on such Bonds or portions thereof shall cease to accrue and become payable. If there shall be drawn for redemption less than all of a Bond, the Issuer shall execute and the Bond Registrar shall authenticate and deliver, upon the surrender of such Bond, without charge to the registered owner thereof, for the unredeemed balance of the Bond so surrendered, Bonds of like maturity and of the denomination of $5,000 or any authorized integral multiple thereof.] [All notices of redemption shall include at least the information as follows: (1) the redemption date; (2)the redemption price; (3) if less than all of the Bonds of a given maturity are to be redeemed, the identification and, in the case of partial redemption of the Bonds, the respective principal amounts of the Bonds to be redeemed; (4) a statement that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from such date; and (5) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall be the principal corporate trust office of the Paying Agent.] This Bond is transferable only upon the registration books therefor by the Registered Owner hereof in person, or by such Registered Owner's attorney duly authorized in writing, upon surrender hereof at the principal corporate trust office of the Bond Registrar together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the Registered Owner or by such Registered Owner's duly authorized attorney, and thereupon a new registered Bond or Bonds, in the denominations of $5,000 or any authorized integral multiple thereof and of the same aggregate principal amount as this Bond shall be issued to the transferee in exchange therefor. In like manner, this Bond may be exchanged for an equal aggregate principal amount of Bonds of any authorized denomination. The Bond Registrar shall not be required to exchange or transfer any Bond during the period from the fifteenth (15th) day of the calendar month next preceding any interest payment date to such interest payment date [or during a period of fifteen (15) days next preceding the mailing of a notice of redemption which could designate all or a part of such Bond for redemption, or after such mailing]. The Issuer or the Bond Registrar may make a charge -19- sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange of this Bond. No other charge shall be made for the privilege of making such transfer or exchange. The Issuer, the Paying Agent and the Bond Registrar may treat and consider the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal, premium, if any, and interest due hereon and for all other purposes whatsoever, and all such payments so made to such Registered Owner or upon such Registered Owner's order shall be valid and effectual to satisfy and discharge the liability upon this Bond to the extent of the sum or sums so paid, and neither the Issuer nor the Paying Agent or the Bond Registrar shall be affected by any notice to the contrary. No recourse shall be had for the payment of any Bonds against the Village President or any member of the Board of Trustees or any other officer or employee of the Issuer (past, present or future) who executes any Bonds, or on any other basis. The Issuer may remove the Bond Registrar or Paying Agent at any time and for any reason and appoint a successor. This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the Bond Registrar. [Insert only with respect to Series 2014A Bonds, as applicable: The Issuer has designated the Bonds of this series as "qualified tax-exempt obligations" under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.] It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist and be performed precedent to and in the issuance of this Bond in order to make it a legal, valid and binding general obligation of the Issuer have been done, exist and have been performed in regular and due time, form and manner as required by law, and that the series of Bonds of which this Bond is one, together with all other indebtedness of the Issuer is within every debt or other limit prescribed by law. IN WITNESS WHEREOF, the Village of Lemont, Cook, DuPage and Will Counties, Illinois, has caused this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk, all as of the Dated Date set forth above. -20- . (SEAL) VILLAGE OF LEMON : , DuPage and 1 ounties, I1 • ois Attest: 4,1/ Village Clerk . .e Pre dent CERTIFICATE OF AUTHENTICATION Dated: This is one of the [Taxable] General Obligation Bonds (Alternate Revenue Source), Series 2014[A/B], described in the within mentioned Bond Ordinance. AMALGAMATED BANK OF CHICAGO, Chicago, Illinois, as Bond Registrar By: Authorized Signer Bond Registrar Amalgamated Bank of Chicago and Paying Agent: Chicago, Illinois ASSIGNMENT For value received the undersigned sells, assigns and transfers unto [Name, Address and Tax Identification Number of Assignee] the within Bond and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof,with full power of substitution in the premises. Dated Signature Signature Guarantee: (Name of Eligible Guarantor Institution as defined by SEC Rule 17 Ad-15 (17 CFR 240.1 Ad-15)) NOTICE: The signature on this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. -21- Section 9. Levy and Extension of Taxes. For the purpose of providing the money required to pay and secure the interest on the Bonds when and as the same falls due and to pay and discharge the principal thereof as the same shall mature, there shall be levied upon all the taxable property within the Issuer's corporate limits in each year while any of the Bonds shall be Outstanding, a direct annual tax sufficient for that purpose for each series of Bonds and there is hereby authorized to be levied upon all of the taxable property within the Issuer's corporate limits, in addition to all other taxes, the direct annual taxes, in the amounts for each year (constituting Pledged Taxes), commencing not before levy year 2014 and ending not later than levy/tax year 2025, as shall be specified in applicable Bond Orders. To the extent lawful, interest or principal coming due at any time when there shall be insufficient funds on hand to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of the taxes herein levied; and when such Pledged Taxes shall have been collected, reimbursement shall be made to such fund or funds from which such advance was made in the amounts thus advanced. As soon as this ordinance becomes effective, a copy thereof, certified by the Village Clerk of the Issuer, which certificate shall recite that this ordinance has been duly adopted, shall be filed with the County Clerks of Cook, DuPage and Will Counties, Illinois, who are hereby directed to ascertain the applicable rates percent required to produce the aggregate taxes authorized to be levied in the years as authorized above, and specified in applicable Bond Orders, and to extend the same for collection on the tax books in connection with other taxes levied in each of such years, in and by the Issuer for general corporate purposes of the Issuer, and in each of such years such annual taxes shall be levied and collected in like manner as taxes for general corporate purposes for each of such years are levied and collected and, when collected, such taxes shall be used solely for the purpose of paying the principal of and interest on the applicable Bonds herein authorized as the same become due and payable. The Issuer covenants and agrees with the registered owners of each series of Bonds that so long as any of the Bonds remain Outstanding, the Issuer will not cause the abatement of the foregoing taxes and otherwise will take no action or fail to take any action which in any way would adversely affect the ability of the Issuer to levy and collect the foregoing Pledged Taxes unless and to the extent there then shall be moneys irrevocably and timely on deposit therefor in the Pledged Subaccount or of the applicable Debt Service Accounts established under Section 11. The Issuer and its officers will comply with all present and future applicable laws in order to assure that the foregoing Pledged Taxes will be levied, extended and collected as provided herein and deposited in the applicable Debt Service Accounts established in Section 11 below to pay the principal of and interest on the Bonds. Whenever the conditions for abatement above in this paragraph have been satisfied, the Corporate Authorities shall duly direct the abatement of the applicable Pledged Taxes for the year with respect to which such Pledged Taxes have been levied, to the extent so satisfied, and appropriate certification of such abatement shall be timely filed with the County Clerks in connection with such abatement. If for any reason there is abatement of such levy of taxes and the failure thereafter to pay debt service in respect of such abatement, the additional amount, together with additional interest accruing, shall be added to the tax levy in the year of, or the next year following, such failure. -22- Section 10. Related Agreements. Each Purchase Agreement, Disclosure Agreement, Refunding Agreement and Arbitrage Regulation Agreement, in substantially the forms thereof appropriate to the transaction under this ordinance, subject to applicable insertions, deletions, revisions and modifications, including as applicable to each series of Bonds, shall be and are hereby approved. The purchase price for applicable Bonds shall be as set forth in each applicable Purchase Agreement. The Underwriter is authorized to receive a credit against the purchase price for applicable Bonds for funding each applicable Refunding Account, underwriting discounts, Insurer's Policy or Policies and for other costs of issuance directly paid by the Underwriter for the Bonds. Each Official Statement in connection with Bonds shall be and is hereby authorized, approved, deemed final under Rule 15c2-12 and is authorized to be used by the Underwriter in the offering and sale of Bonds. Each Preliminary Official Statement is hereby authorized to be supplemented and completed to constitute a final Official Statement under Rule 15c2-12. The Issuer is authorized to cooperate with the Underwriter in connection with compliance by the Underwriter with Rule 15c2-12 of the Securities and Exchange Commission and applicable rules of the Municipal Securities Rulemaking Board. All things done with respect to each Purchase Agreement, Disclosure Agreement, Arbitrage Regulation Agreement, refunding Agreement and Official Statement by the Issuer's Village President, Village Administrator, Village Clerk, Village Treasurer or Village Attorney, in connection with the issuance and sale of the Bonds, shall be and are hereby in all respects ratified, confirmed and approved. The Village President, Village Administrator, Village Clerk, Village Treasurer, Village Attorney and other officials of the Issuer are hereby authorized and directed to do and perform, or cause to be done or performed for or on behalf of the Issuer, each and every thing necessary for the issuance of the Bonds, including the proper execution, delivery and performance of each Purchase Agreement, Disclosure Agreement, Refunding Agreement and Arbitrage Regulation Agreement, and related instruments and certificates, by the Issuer and the purchase by and delivery of each series of the Bonds to or at the direction of the Underwriter. No elected or appointed officer of the Issuer is in any manner interested, directly or indirectly, in his or her own name or in the name of any other person, association, trust or corporation in any Purchase Agreement or Prior Project. The call for redemption of applicable Prior Bonds is authorized. The abatement of applicable Pledged Taxes, as authorized by this ordinance, is authorized and approved. Section 11. Revenue Fund. Upon the issuance of any of the Bonds, the Issuer shall continue to be operated as a municipality on a Fiscal Year basis. All of the Pledged Revenues when received by the Village Treasurer or other financial officer of the Issuer receiving Pledged Revenues, subject to any prior lien or pledge, shall be set aside as and when received and shall be deposited in a separate fund and in an account in a bank to be designated or continued, as the case may be, by the Corporate Authorities, which fund is hereby created and established or, as applicable, continued, as the Issuer's "Revenue Fund" (the "Fund"), which shall constitute a trust fund for the sole purpose of carrying out the covenants, terms, and -23- conditions of this ordinance, including, without limitation, the establishment therein of the "Bond and Interest Account" (within which there shall be a Junior Debt Service Account (and therein a separate subaccount identified for each series of Bonds) with respect to Junior Bonds (i.e., the Bonds) and may be a Senior Debt Service Account with respect to Senior Bonds), the "Depreciation Account" and the "Surplus Account". There shall be credited and paid into the Revenue Fund, on or before the business day next preceding the first day of each month, by the Village Treasurer or other appropriate financial officer of the Issuer, without any further official action or direction other than this ordinance, in the order in which such Accounts are hereinafter mentioned, subject to the requirements of any account having a prior claim, all moneys in the Fund in accordance with the following provisions (provided that receipts of Pledged Taxes for debt service shall be credited or deposited directly into a separate subaccount under(a) or(b) below, as applicable): (a) Senior Debt Service Account: After any initial deposit required by Section 12, there shall be deposited and credited to the Senior Debt Service Account and held, in cash and investments, a fractional amount (not less than 1/6) of the interest becoming due on the next succeeding interest payment date on all Outstanding Senior Bonds and also a fractional amount (not less than 1/12) of the principal becoming due (or subject to mandatory redemption) on the next succeeding principal maturity date of all of the Outstanding Senior Bonds until there shall have been accumulated and held in cash and investments in such Account on or before the month preceding such interest payment date or principal maturity date, or both, an amount sufficient to pay such principal or interest, or both. In computing the fractional amount to be set aside each month in such Senior Debt Service Account, the fraction shall be so computed that a sufficient amount will be set aside in such Senior Debt Service Account and will be available for the prompt payment of such principal of and interest on all Outstanding Senior Bonds and shall be not less than one-sixth (1/6) of the interest becoming due on the next succeeding interest payment date and not less than one-twelfth (1/12) of the principal becoming due (or subject to mandatory redemption) on the next succeeding principal payment date on all Outstanding Senior Bonds until there is sufficient money in such Senior Debt Service Account to pay such principal or interest, or both. Credits into such Senior Debt Service Account may be suspended in any Bond Year at such time as there shall be a sufficient sum held in cash and investments in such Account to meet principal and interest requirements in such Account for the balance of such Bond Year, but such credits shall again be resumed at the beginning of the next Bond Year. All moneys in such Senior Debt Service Account shall be used only for the purpose of paying interest and principal and applicable premium on Outstanding Senior Bonds. (b) Junior Debt Service Account: After any initial deposit required by Section 12, there shall be deposited and credited to the Junior Debt Service Account and held, in cash and investments, a fractional amount (not less than 1/6) of the interest becoming due on the next succeeding interest payment date on all Outstanding Junior Bonds and also a fractional amount (not less than 1/12) of the principal becoming due (or subject to mandatory redemption) on the next succeeding principal maturity date of all of the Outstanding Junior Bonds until there shall -24- have been accumulated and held in cash and investments in such Account on or before the month preceding such interest payment date or principal maturity date, or both, an amount sufficient to pay such principal or interest, or both. In computing the fractional amount to be set aside each month in such Junior Debt Service Account, the fraction shall be so computed that a sufficient amount will be set aside in such Junior Debt Service Account and will be available for the prompt payment of such principal of and interest on all Outstanding Junior Bonds and shall be not less than one-sixth (1/6) of the interest becoming due on the next succeeding interest payment date and not less than one-twelfth (1/12) of the principal becoming due (or subject to mandatory redemption) on the next succeeding principal payment date on all Outstanding Junior Bonds until there is sufficient money in such Junior Debt Service Account to pay such principal or interest, or both. Credits into such Junior Debt Service Account may be suspended in any Bond Year at such time as there shall be a sufficient sum held in cash and investments in such Account to meet principal and interest requirements in such Account for the balance of such Bond Year, but such credits shall again be resumed at the beginning of the next Bond Year. All moneys in such Junior Debt Service Account shall be used only for the purpose of paying interest and principal and applicable premium on Outstanding Junior Bonds. (c) Depreciation Account: There shall next be paid into the Depreciation Account, after the required payments have been made into the accounts above referred to, the sums from time to time as the Corporate Authorities direct, and thereafter no additional payments shall be made into such Account except that when any money is paid out of such Account, monthly payments into such Account shall be made in the amounts from time to time as the Corporate Authorities direct. The moneys in the Depreciation Account shall be used to pay the cost of such replacements and repairs to the Project as may be necessary from time to time for the continued effective and efficient operation of the Project. Each expenditure to be made from such Account to pay the cost of necessary replacement and repairs to the Project, as above provided for, shall be made only after the Corporate Authorities of the Issuer have certified that such expenditure is necessary to the continued effective and efficient operation of the Project. If necessary, the moneys in such Account may be applied to prevent or remedy a default in the payment of the principal of or interest on the Bonds authorized hereunder. When any amount is withdrawn from such Account and applied as provided in this paragraph (b), the amount so applied shall be added to the amount to be thereafter paid into such Account until full reimbursement to such Account has been made. This ordinance does not specify any required Depreciation Account funding. (d) Surplus Account: All moneys remaining in the Fund, after crediting the required amounts to the respective Accounts above, and after making up any deficiency in the Accounts above, shall be credited to the Surplus Account and then, such surplus shall be used, if at all, for one or more of the following purposes, without any priority among them: -25- (1) For any authorized general or specific corporate purpose for which, as applicable, General Sales Taxes and/or revenue Sharing Receipts and/or Incremental Taxes may be lawfully expended; or (2) For the purpose of calling and redeeming Outstanding bonds payable from applicable Pledged Revenues; or (3) For the purpose of paying principal and interest and applicable premium on any subordinate bonds or obligations for which, as applicable, General Sales Taxes and/or Revenue Sharing Receipts and/or Incremental Taxes may be lawfully expended; or (4) For any other lawful purpose for which General Sales Taxes and/or Revenue Sharing Receipts and/or Incremental Taxes may be lawfully expended, including the purchase of outstanding bonds at a price of not to exceed par plus any premium and accrued interest. (e) Investments: Money to the credit of any Debt Service Account may be invested from time to time by the Issuer's Treasurer in (i) interest-bearing bonds, notes, or other direct full faith and credit obligations of the United States of America, (ii) obligations unconditionally guaranteed as to both principal and interest by the United States of America, or (iii) certificates of deposit or time deposits of any bank or savings and loan association, as defined by Illinois laws, provided such bank or savings and loan association is insured by the Federal Deposit Insurance Corporation or a successor corporation to the Federal Deposit Insurance Corporation and provided further that the principal of such deposits are secured by a pledge of obligations as described in clauses (d) (i)and (d)(ii) above in the full principal amount of such deposits, or otherwise collateralized in such amount and in such manner as may be required by law. Such investments may be sold from time to time by the Village Treasurer as funds may be needed for the purpose for which such Accounts have been created. Other investments shall be in Qualified Investments in accordance with applicable law. All interest on any funds so invested shall be credited to the applicable Account of the Fund and is hereby deemed and allocated as expended with the next expenditure or expenditures of money from the applicable Account of the Fund. Moneys in any of such accounts shall be invested by the Issuer's Village Treasurer, if necessary, in investments restricted as to yield, which investments may be in U.S. Treasury Securities - State and Local Government Series, if available, and to such end the Issuer's Treasurer shall refer to any investment restrictions covenanted by the Issuer or any officer thereof as part of the transcript of proceedings for the issuance of the Bonds, and to appropriate opinions of counsel. (f) Bona Fide Debt Service Fund: Moneys preliminary to deposit in subsection (a) or (b) above and used to abate taxes under Section 9 above, which if deposited into the applicable Debt Service Account would disqualify the Debt Service Account for applicable Bonds as a "bond tide debt service fund" shall be held in a separate subaccount for each tax- -26- exempt series of Bonds (the "Pledged Subaccount") of the applicable Debt Service Account and the investment yield thereon yield restricted and subject to yield reduction payments. Section 12. Bond Proceeds Account. Except for accrued interest received on the sale of the Bonds, and an amount of Bond proceeds or other Issuer funds sufficient to pay initial interest on applicable Bonds as provided in applicable Bond Orders, which shall be deposited upon issuance of the Bonds into an applicable Debt Service Account, and proceeds applied by the Underwriter to issuance costs, which is hereby authorized and for which the Underwriter shall receive a credit against the sale price of the Bonds, all remaining proceeds derived from the sale of the Bonds (exclusive of accrued interest) shall be deposited in or credited to the "Bond Proceeds Account" (within which there shall be separate subaccounts for proceeds of Series 2014A and Series 2014B Bonds), which is hereby established as a special account of the Issuer. Moneys in the Bond Proceeds Account shall be used for the purposes specified in Section 3 of this ordinance (that is, the costs of Refundings) and for the payment of costs of issuance of the Bonds, but may hereafter be reallocated and used for other lawful purposes in accordance with applicable law. Before any such reallocation shall be made, there shall be filed with the Village Clerk of the Issuer an opinion of Evans, Froehlich, Beth & Chamley, Champaign, Illinois, or other nationally recognized Bond counsel ("Bond Counsel") to the effect that such reallocation is authorized and will not adversely affect the tax-exempt status of the Bonds under Section 103 of the Internal Revenue Code of 1986, as amended. Moneys in the Bond Proceeds Account shall be withdrawn from time to time as needed for the payment of costs and expenses incurred by the Issuer in connection with the Refundings and for paying the fees and expenses incidental thereto. Moneys shall be withdrawn from any depositary in connection with such funds from time to time by the Village Treasurer or other appropriate financial officer of the Issuer only upon submission to such officer of the following (which shall not apply to funding Refunding Accounts or issuance costs for Bonds): A duplicate copy of the order signed by the Village President or Village Administrator, or such other officer(s) as may from time to time be by law authorized to sign and countersign orders of the Issuer, stating specifically the purpose for which the order is issued and indicating that the payment for which the order is issued has been approved by the Corporate Authorities. Within sixty(60) days after completion of any applicable project (generally anticipated only with respect to minor excess proceeds), the Village President or Village Administrator, shall certify to the Corporate Authorities the fact that the applicable project has been completed, and after all costs have been paid, the Village President or Village Administrator shall execute a completion certificate and file it with the Village Treasurer and in the records of the Issuer certifying that the applicable project has been completed and that all costs have been paid; and, if at that time any funds remain in the Bond Proceeds Account, the same shall be applied for other authorized improvements to the applicable project or such officer shall credit such funds to the applilcable Debt Service Account, as the Corporate Authorities direct. Section 13. Issuance of Additional Bonds. Except as otherwise expressly provided herein, the Issuer reserves the right to issue: -27- (a) Parity Bonds without limit provided that Pledged Revenues as applicable to a particular series of Bonds as determined as hereinbelow set out shall be sufficient to provide for or pay all of the following: (i) debt service on all Outstanding bonds payable from such Pledged Revenues computed immediately after the issuance of any proposed Parity Bonds, (ii) all amounts required to meet any fund or account requirements with respect to such Outstanding bonds, (iii) other contractual or tort liability obligations then due and payable, if any, and (iv) an additional amount not less than 0.25 times debt service (as provided in Section 15 of the Local Debt Reform Act) on such of the Alternate Bonds as shall remain Outstanding bonds after the issuance of the proposed Parity Bonds. Such sufficiency shall be calculated for each year to the final maturity of such Alternate Bonds which shall remain Outstanding after the issuance of the proposed Parity Bonds. The determination of the sufficiency of the applicable Pledged Revenues shall be supported by reference to the most recent audit of the Issuer, which audit shall be for a Fiscal Year ending not earlier than eighteen (18) months previous to the time of issuance of the proposed Parity Bonds. If such audit shows the particular Pledged Revenues to be insufficient, then the determination of sufficiency may be made the following way: The determination of sufficiency of the Pledged Revenues may be supported by the report of an independent accountant or feasibility analyst, the latter having a national reputation for expertise in such matters, and with no other involvement in an applicable Prior Project or new project, demonstrating the sufficiency of the Pledged Revenues and explaining by what means they will be greater than as shown in the audit. The reference to and acceptance of an audit, an adjusted statement of the Pledged Revenues, or a report, as the case may be, and the determination of the Corporate Authorities of the sufficiency of the Pledged Revenues shall be conclusive evidence that the conditions of this Section 13(a) have been met and that the Parity Bonds are properly issued hereunder; and no right to challenge such determination is granted to the registered owners of the Bonds. (b) Bonds or other obligations payable from Pledged Revenues subordinate to the lien of applicable Senior Bonds or Junior Bonds which remain Outstanding after the issuance of such bonds or other obligations. Section 14. Arbitrage Rebate. The Issuer shall comply with the provisions of Section 148(f) of the Internal Revenue Code of 1986, as amended, relating to the rebate of certain investment earnings (and yield reduction payments) at periodic intervals to the United States of America to the extent that there shall have been filed with the Village Clerk of the Issuer an opinion of Bond Counsel to the effect that such compliance is necessary to preserve the exclusion from gross income for federal income tax purposes of interest on the Series 2014A Bonds under Section 103 of the Internal Revenue Code of 1986, as amended. There is hereby created a separate and special account within the Fund known as the "Rebate Account" (within which there shall be separate subaccount for the Series 2014A Bonds), into which there shall be -28- deposited as necessary investment earnings to the extent required so as to maintain the tax- exempt status of the interest on the Bonds under Section 148(f) of the Internal Revenue Code of 1986, as amended. All rebates, special impositions, yield reduction payments or other payments or taxes for such purpose payable to the United States of America (Internal Revenue Service) shall be payable from applicable excess earnings or other sources which are to be deposited into the Rebate Account. Yield Reduction Payments in connection with the Pledged Subaccount under Section 11 above for the Series 2014A shall be determined and paid, as the case may be, in a manner similar to arbitrage rebate under this Section 14. Section 15. Investment Regulations. All investments shall be in Qualified Investments, unless otherwise expressly herein provided. No investment shall be made of any moneys in each applicable Debt Service Account or the Bond Proceeds Account, with respect to the Series 2014A Bonds, except in accordance with the tax covenants and other covenants pants set forth in Section 16 of this ordinance. All income derived from such investments in respect of moneys or securities in any fund or account shall be credited in each case to the fund or account in which such moneys or securities are held. Any moneys in any fund or account that are subject to investment yield restrictions may be invested in United States Treasury Securities, State and Local Government Series, pursuant to the regulations of the United States Treasury Department, Bureau of Public Debt. The Issuer's Village Treasurer and agents designated by such officer are hereby authorized to submit on behalf of the Issuer subscriptions for such United States Treasury Securities and to request redemption of such United States Treasury Securities. Section 16. Non-Arbitrage and Tax-Exemption. One purpose of this Section 16 is to set forth various facts regarding the Series 2014A Bonds (and "Bonds" in this Section 16 means just the Series 2014A Bonds, unless the context of use clearly indicates both series are addressed) and to establish the expectations of the Corporate Authorities and the Issuer as to future events regarding the Bonds and the use of Bond proceeds. The certifications and representations made herein and at the time of the issuance of the Bonds are intended, and may be relied upon, as certifications and expectations described in Section 1.148-0 et seq. of the U.S. Treasury Regulations dealing with arbitrage and rebate (the "Regulations"). The covenants and agreements contained herein and at the time of the issuance of the Bonds are made for the benefit of the registered owners from time to time of the Bonds. The Corporate Authorities and the Issuer agree, certify, covenant and represent as follows: (a) The Bonds of each series are being issued to refinance costs of the related Prior Projects and related costs and expenses, and all of the amounts received upon the sale of the Prior Bonds, plus all investment earnings thereon (the "Proceeds"), were needed for the purpose for which the related Prior Bonds were issued. There are no unspent Proceeds of either of the series of Prior Bonds. Bond Proceeds are to be immediately applied to the Refundings of Prior Bonds. -29- (b) The Issuer entered into, or within six months from the date of issue of 2005 Prior Bonds entered into, binding contracts or commitments obligating it to spend at least 5%of the proceeds of such 2005 Bonds for the 2005 Project. The work of acquiring the 2005 Project timely commenced and proceeded with due diligence to completion within 2 years of issuance of the 2005 Bonds, at which time all of the Proceeds for the 2005 Project were spent. There are no unspent 2005 Bond Proceeds. (c) The Issuer has on hand no funds which could legally and practically be used for the Refundings which are not pledged, budgeted, earmarked or otherwise necessary to be used for other purposes. Accordingly, no portion of the Proceeds of the Series 2014A Bonds will be used (i) directly or indirectly to replace funds of the Issuer or any agency, department or division thereof that could be used for the 2005 Bond Refunding, or (ii) to replace any proceeds of any prior issuance of obligations by the Issuer. No portion of Series 2014A Bonds is being issued solely for the purpose of investing the Proceeds at a Yield higher than the Yield on the Bonds. For purposes of this Section, "Yield" means that yield (that is, the discount rate) which when used in computing the present worth of all payments of principal and interest to be paid on an obligation (using semi-annual compounding on the basis of a 360-day year) produces an amount equal to the purchase price of the applicable series of the Bonds, including accrued interest, and the purchase price of 2014A Bonds is equal to the first offering price at which more than 10% of the principal amount of each maturity of 2014A Bonds is sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of underwriters or wholesalers). (d) All principal proceeds of each series the Bonds, net of amounts authorized under Section 12, will be deposited in an applicable and identifiable Refunding Account and used to pay costs of the Refundings and costs of issuance of Bonds, and any accrued interest and premium received on the delivery of the Bonds will be deposited in an applicable and identifiable subaccount of the applicable Debt Service Account and used to pay the first interest due on the Bonds. Earnings on the investment of moneys in any fund or account or subaccount will be credited to that fund or account. Other project costs, and issuance costs of applicable Bonds, will be paid directly from other proceeds or from the applicable Bond Proceeds Account, and no other moneys are expected to be deposited therein. Interest on and principal of the Bonds will be paid from the applicable Debt Service Account. Except as provided in any applicable Refunding Agreement, no Proceeds will be used more than thirty (30) days after the date of issue of the Series 2014A Bonds for the purpose of paying any principal or interest on any other issue of bonds, notes, certificates or warrants or on any installment contract or other obligation of the Issuer or for the purpose of replacing any funds of the Issuer used for such purpose. Series 2014B Bond proceeds will be applied to refund 2005 Bonds. (e) Each applicable Debt Service Account (except the Pledged Subaccount for Series 2014A) is established to achieve a proper matching of revenues and earnings with debt service in each year. Other than any amounts held to pay principal of matured Bonds that have not been presented for payment, it is expected that any moneys deposited in the applicable Debt Service Account (other than the Pledged Subaccount for Series -30- 2014A) will be spent within the 12-month period beginning on the date of deposit therein. Any earnings from the investment of amounts in the Junior Debt Service Account (other than the Pledged Subaccount for Series 2014A) will be spent within a one-year period beginning on the date of receipt of such investment earnings. Other than any amounts held to pay principal of matured Bonds that have not been presented for payment, it is expected that the Junior Debt Service Account (other than the Pledged Subaccount for Series 2014A) will be depleted at least once a year, except for a reasonable carryover amount not to exceed the greater of(i) one-year's earnings on the investment of moneys in the applicable Debt Service Account (except the Pledged Subaccount for Series 2014A), or (ii) in the aggregate one-twelfth (1/12th) of the annual debt service on applicable Bonds. (f) Other than the applicable Debt Service Account, no funds or accounts, including the Depreciation Account, have been or are expected to be established, and no moneys or property have been or are expected to be pledged (no matter where held or the source thereof) which will be available to pay, directly or indirectly, Bonds or restricted so as to give reasonable assurance of their availability for such purposes. No property of any kind is pledged to secure, or is available to pay, obligations of the Issuer to any credit enhancer or liquidity provider. (g) (i) All amounts on deposit in an applicable Bond Proceeds Account or Debt Service Account and all Proceeds, no matter in what funds or accounts deposited ("Gross Proceeds"), to the extent not exempted in (ii) below, and all amounts in any fund or account pledged directly or indirectly to the payment of each series of the Bonds which will be available to pay, directly or indirectly, the Bonds or restricted so as to give reasonable assurance of their availability for such purpose contrary to the expectations set forth in (f) above, shall be invested at market prices and at a Yield not in excess of the Yield on the Bonds plus, after the 3-year temporary period for any amounts for any new project improvements or work, 1/8 of 1%. (ii) The following may be invested without Yield restriction: (A) amounts invested in obligations described in Section 103(a) of the Internal Revenue Code of 1986, as amended (but not specified private activity bonds as defined in Section 57(a)(5)(C) of the Code), the interest on which is not includable in the gross income of any registered owner thereof for federal income tax purposes ("Tax-Exempt Obligations"); (B) amounts deposited in a Debt Service Account that are reasonably expected to be expended within thirteen (13) months from the deposit date and have not been on deposit therein for more than thirteen (13)months; (C) amounts, if any, in a Bond Proceeds Account to be applied to any new project prior to the earlier of completion (or abandonment) of -31- such improvements or three (3) years from the date of issue of such Bonds; (D) an amount not to exceed the lesser of$100,000 or 5% of Bond proceeds; (E) all amounts for the first thirty (30) days after they become Gross Proceeds (e.g., date of deposit in any fund or account securing the Bonds); and (F) all amounts derived from the investment of the Proceeds for a period of one (1) year from the date received. (h) Subject to (q) below, once moneys are subject to the Yield limits of(g)(i) above, such moneys remain Yield restricted until they cease to be Gross Proceeds. (i) As set forth in Section 148(f)(4)(D) of the Internal Revenue Code of 1986, as amended, the Issuer is not excepted from the required rebate of arbitrage profits on the Bonds, and although the Issuer is a governmental unit with general taxing powers, none of the Bonds is a "private activity bond" as defined in Section 141(a) of the Internal Revenue Code of 1986, as amended, and all the net proceeds of the Bonds are to be used for the local government activities of the Issuer, the aggregate face amount of all tax- exempt obligations (and excluding "private activity bonds" as defined in Internal Revenue Code of 1986, as amended) issued by the Issuer and all subordinate entities thereof(of which there are none) during the applicable calendar year of issuance of the Bonds, is not reasonably expected to exceed $5,000,000, but if exceeded the Issuer will comply with Section 148(0(2) of the Code. As provided in Section 14 the Pledged Subaccount for the Series 2014A Bonds is subject to yield restriction and yield reduction payments. (j) None of the Proceeds of Series 2014A will be used, directly or indirectly, to replace funds which were used in any business carried on by any person other than a state or local governmental unit. (k) The payment of the principal of or the interest on the Bonds will not be, directly or indirectly (A) secured by any interest in (i) property used or to be used for a private business use by any person other than a state or local governmental unit, or (ii) payments in respect of such property, or(B) derived from payments (whether or not by or to the Issuer), in respect of property, or borrowed money, used or to be used for a private business use by any person other than a state or local governmental unit. (I) None of the Series 2014A Proceeds will be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental unit. (m) No user of the 2012A Project, other than a state or local government unit, will use the 2012A Project on any basis other than the same basis as the general public, -32- and no person other than a state or local governmental unit will be a user of the Project as a result of (i) ownership, or (ii) actual or beneficial use pursuant to a lease or a management or incentive payment contract, or(iii) any other similar arrangement. (n) Beginning on the 15th day prior to the Series 2014A Bond sale date, the Issuer has not sold or delivered, and will not sell or deliver, (nor will it deliver within 15 days after the date of issuance of the Series 2014A Bonds) any other obligations pursuant to a common plan of financing, which will be paid out of substantially the same source of funds (or which will have substantially the same claim to be paid out of substantially the same source of funds) as such Series 2014A Bonds or will be paid directly or indirectly from Series 2014A Proceeds. (o) No portion of the 2012A Project is expected to be sold or otherwise disposed of prior to the last maturity of the Series 2014A Bonds. (p) The Issuer has not been notified of any disqualification or proposed disqualification of it by the Internal Revenue Service as a bond issuer which may certify bond issues under Section 1.148-0 et seq. of the Regulations. (q) The Yield restrictions contained in (g) above or any other restriction or covenant contained herein (including in Section 11(e)) need not be observed and may be changed if the Issuer receives an opinion of Bond Counsel to the effect that such non- observance or change will not adversely affect the tax-exempt status of interest on Bonds to which applicable Bonds otherwise are entitled. (r) The Issuer acknowledges that any changes in facts or expectations from those set forth herein may result in different Yield restrictions or rebate requirements from those set forth herein and that Bond Counsel should be contacted if such changes do occur. (s) The Corporate Authorities have no reason to believe the facts, estimates, circumstances and expectations set forth herein are untrue or incomplete in any material respect. On the basis of such facts, estimates, circumstances and expectations, it is not expected that the Series 2014A Proceeds or any other moneys or property will be used in a manner that will cause the Series 2014A Bonds to be private activity bonds, arbitrage bonds or hedge bonds within the meaning of Sections 141, 148 or 149(g) of the Internal Revenue Code of 1986, as amended, and of applicable regulations. To the best of the knowledge and belief of the Corporate Authorities, such expectations are reasonable, and there are no other facts, estimates and circumstances that would materially change such expectations. The Issuer also agrees and covenants with the owners of the Bonds from time to time outstanding that, to the extent possible under Illinois law, it will comply with all present federal tax law and related regulations and with whatever federal tax law is adopted and regulations promulgated in the future which apply to the Series 2014A Bonds and affect the tax-exempt status of such Bonds. -33- Section 17. Further Assurances and Actions. The Corporate Authorities hereby authorize the officials of the Issuer responsible for issuing the Bonds, the same being the Village President, Village Administrator, Village Clerk and Village Treasurer of the Issuer, to make such further filings, covenants, certifications and supplemental agreements as may be necessary to assure that the Project, each series of the Bonds and related proceeds will not cause any of the Bonds to be private activity bonds, arbitrage bonds or hedge bonds and to assure that the interest on each series of the Bonds will be excluded from gross income for federal income tax purposes. In connection therewith, the Issuer and the Corporate Authorities further agree: (a) through the officers of the Issuer, to make such further specific covenants, representations as shall be true, correct and complete, and assurances as may be necessary or advisable; (b) to consult with Bond Counsel approving each series of the Bonds and to comply with such advice as may be given; (c) to pay to the United States, as necessary, such sums of money representing Yield Reduction Payments and/or required rebates of excess arbitrage profits relating to the Series 2014A Bonds; (d) to file such forms, statements, and supporting documents as may be required and in a timely manner; and (e) if deemed necessary or advisable, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the Issuer in such compliance. Annual abatement of Pledged Tax levies is authorized, as applicable and in compliance with this ordinance. The Issuer is authorized to enter into and give effect to each applicable Refunding Agreement to refund and retire applicable Prior Bonds. Call of the designated Prior Bonds to be refunded is authorized. Section 18. General Covenants. The Issuer covenants and agrees with the owners of the Outstanding Bonds, so long as there are any Outstanding Bonds (as defined herein), as follows: (a) The Issuer will take all action necessary either to impose, collect, apply or to maintain the right to receive and apply the applicable Pledged Revenues and Pledged Taxes in the manner contemplated by this ordinance, and such Pledged Revenues shall not be less than as shall be required under Section 7 hereof and under Section 15 of the Local Government Debt Reform Act to maintain the Bonds as Alternate Bonds. (b) The Issuer covenants that it will, while any of the Bonds shall remain outstanding, apply sufficient applicable Pledged Revenues to provide for or pay each of the following in any given year: (1) debt service on all Outstanding revenue bonds payable from the Pledged Revenues; (2) all amounts required to meet any fund or account requirements with respect to the Bonds or any other bonds payable from Pledged Revenues; (3) any other contractual or tort liability obligations, if any, payable from such Revenues; and (4) in each year, an amount not less than 1.25 times the debt service for all (i) Alternate Bonds payable from Pledged Revenues, including the Bonds Outstanding; and (ii) Alternate Bonds proposed to be issued and payable from Revenues. In the event such coverages are not maintained, the Issuer shall engage a feasibility analyst or other similarly qualified financial consultant to make an appropriate written report with recommendations to achieve such coverages. A copy of such report shall be sent upon request to the Underwriter. -34- (c) The Issuer will make and keep proper books and accounts (separate and apart from all other records and accounts of the Issuer), in which complete entries shall be made of all transactions relating to the Pledged Revenues, and hereby covenants that within 120 days following the close of each Fiscal Year, it will cause the books and accounts related to the Pledged Revenues to be audited by independent certified public accountants. Such audit will be available for inspection by the registered owners of any of the Bonds. Upon availability, upon request the Issuer will send to the Underwriter a copy of such audit and of its general audit in each year. Each such audit, in addition to whatever matters may be thought proper by the accountants to be included therein, shall, without limiting the generality of the foregoing, include the following: (i) A balance sheet as of the end of such Fiscal Year, including a statement of the amount held in each of the accounts under this ordinance. (ii) The amount and details of all Outstanding bonds. (iii) The accountant's comments regarding the manner in which the Issuer has carried out the accounting requirements of this ordinance (including as to the Alternate Bond status of the Bonds) and has complied with Section 15 of the Local Government Debt Reform Act, and the accountant's recommendations for any changes. (d) The Issuer will keep its books and accounts in accordance with generally accepted fund reporting practices for local government entities and enterprise funds; provided, however, that the monthly credits to each applicable Debt Service Account shall be in cash, and such funds shall be held separate and apart in cash and investments. For the purpose of determining whether sufficient cash and investments are on deposit in such accounts under the terms and requirements of this ordinance, investments shall be valued at the lower of the cost or market price on the valuation date thereof, which valuation date shall be not less frequently than annually. (e) The Issuer will take no action in relation to the Pledged Revenues or the Pledged Taxes which would unfavorably affect the security of any of the Outstanding Bonds or the prompt payment of the principal and interest thereon. (0 The Issuer carry fidelity bonds on officers and employees as required by applicable law and will carry insurance on Prior Project facilities of the kinds and in the amounts which are usually carried by private parties operating similar properties, covering such risks as shall be recommended by a competent consulting engineer or insurance consultant employed by the Issuer for the purpose of making such recommendations. All moneys received for any loss under such insurance policies shall be deposited in a separate subaccount of the Depreciation Account and used in making good the loss or damage in respect of which they were paid, either by repairing the property damaged or making replacement of the property destroyed, and provision for -35- making good such loss or damage shall be made within ninety(90) days from the date of the loss. The proceeds derived from any and all policies for workers' compensation or public liability shall be paid into a separate subaccount of the Operation and Maintenance Account and used in paying the claims on account of which they were received. (g) The owner of any Bond may proceed by civil action to compel performance of all duties required by law, this ordinance and the Disclosure Agreement. (h) The Issuer will comply with the special covenants concerning Alternate Bonds as required by Section 15 of the Local Government Debt Reform Act and Section 15 of this ordinance. (i) After their issuance, the Bonds shall be incontestable by the Issuer, to the extent lawful. Section 19. Ordinance to Constitute a Contract. The provisions of this ordinance shall constitute a contract between the Issuer and the owners of each series of the Bonds. Any pledge made in this ordinance and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Issuer shall be for the equal benefit, protection and security of the owners of any and all of the Bonds. All of the Bonds of each series, regardless of the time or times of their issuance, shall be of equal rank without preference, priority or distinction of any of the Bonds of each series over any other thereof except as expressly provided in or pursuant to this ordinance. This ordinance and the Preliminary Ordinance shall constitute full authority for the issuance of the Bonds, and to the extent that the provisions thereof conflict with the provisions of any other ordinance or resolution of the Issuer, the provisions of this ordinance and the Preliminary Ordinance shall control. Section 20. Severability and No Contest. If any section, paragraph or provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this ordinance or any ordinance supplemental hereto. Upon the issuance of the Bonds, neither the Bonds nor this ordinance shall be subject to contest by or in respect of the Issuer. Section 21. Bank Qualified Bonds. Pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, the Issuer hereby designates the Series 2014A Bonds as "qualified tax-exempt obligations" as defined in Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Issuer represents that the reasonably anticipated amount of tax-exempt obligations that will be issued by the Issuer and all subordinate entities the Issuer during the calendar year in which the Series 2014A Bonds are issued will not exceed $10,000,000 within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Issuer covenants that it will not so designate and issue more than $10,000,000 aggregate principal amount of tax-exempt obligations in such calendar year. For purposes of this Section,the term "tax-exempt obligations" includes "qualified 501(c)(3)Bonds" (as defined in -36- the Section 145 of the Internal Revenue Code of 1986, as amended) but does not include other "private activity bonds" (as defined in Section 141 of the Internal Revenue Code of 1986, as amended). Section 22. Conflict. All ordinances, resolutions or parts thereof in conflict herewith be and the same are hereby superseded to the extent of such conflict and this ordinance shall be in full force and effect forthwith upon its adoption. Section 23. Effective Date. This ordinance shall become effective immediately upon its passage and approval in the manner provided by law, and upon its becoming effective and concurrently with the issuance of the Bonds a certified copy of this ordinance shall be filed with the County Clerks of Cook, DuPage and Will Counties, Illinois. [The remainder of this page is intentionally blank.] -37- S Upon motion by Trustee 6111e S kt• , seconded by Trustee ttak. , adopted this Z9 dag of , 2014, by roll call vote as follows. Ayes(Names): VI4iP4' ,C� t 1 lb LOS , 1 �K I OWSkk (�-0.e— OVL Nays(Names): Absent(Names): 4,(91', (SEAL) APP' 0 VED: AO!_'1 ,,,� , 2014 ATTEST: Village President Village Clerk -38- STATE OF ILLINOIS ) THE COUNTY OF COOK ) SS. VILLAGE OF LEMONT ) CERTIFICATION OF ORDINANCE I, the undersigned, do hereby certify that I am the duly selected, qualified and acting Village Clerk of the Village of Lemont, Cook, DuPage and Will Counties, Illinois (the "Issuer"), and as such official I am the keeper of the records and files of the Issuer and of its President and Board of Trustees(the"Corporate Authorities"). I do further certify that the attached constitutes a full,true and complete excerpt from the proceedings of the regular meeting (at which all attendance was by physical presence) of the Corporate Authorities held on the 2? day of , 2014, insofar as the same relates to the adoption of Ordinance No.6-4.11-4L, entitled: AN ORDINANCE AUTHORIZING THE ISSUANCE OF TAX-EXEMPT AND TAXABLE GENERAL OBLIGATION REFUNDING BONDS(ALTERNATE REVENUE SOURCE),SERIES 2014A AND SERIES 2014B, OF THE VILLAGE OF LEMONT, COOK, DuPAGE AND WILL COUNTIES, ILLINOIS, PROVIDING THE DETAILS OF SUCH BONDS AND FOR ALTERNATE REVENUE SOURCES AND THE LEVIES OF DIRECT ANNUAL TAXES SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON SUCH BONDS, AND RELATED MATTERS, a true, correct and complete copy of which ordinance (the "Ordinance") as adopted at such meeting appears in the transcript of the minutes of such meeting and is hereto attached. The Ordinance was adopted and approved by the vote and on the date therein set forth. I do further certify that the deliberations of the Corporate Authorities on the adoption of such Ordinance were taken openly, that the adoption of such Ordinance was duly moved and seconded, that the vote on the adoption of such Ordinance was taken openly and was preceded by a public recital of the nature of the matter being considered and such other information as would inform the public of the business being conducted, that such meeting was held at a specified time and place convenient to the public, that the agenda for the meeting was duly posted at the City Hall taped to a glass window or door with all pages visible and readable to the outside (at street level) 24/7 and on the Issuer's website at least 48 hours prior to the meeting, that notice of such meeting was duly given to all of the news media requesting such notice, that such meeting was called and held in strict compliance with the provisions of the open meeting laws of the State of Illinois, as amended, and the Illinois Municipal Code, as amended, and that the Corporate Authorities have complied with all of the applicable provisions of such open meeting laws and such Code and their procedural rules in the adoption of such Ordinance. IN WITNESS WHEREOF, I hereunto affix my official signature and the seal of the ' Village of Lemont, Cook, DuPage and Will Counties, Illinois,this day of , 2014. / (SEAL) 74/.//1. Village Clerk