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Home My WebLink AboutORDINANCE - 2874 - 2/12/2002 - GENERAL OBLIGATION BONDS, ISSUANCEORDINANCE NUMBER 2874 AN ORDINANCE providing for the issuance of not to exceed $5,850,000 General Obligation Bonds, Series 2002, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, and providing for the levy and collection of a direct annual tax sufficient for the payment of the principal of and interest, on said bonds. Adopted by the Mayor and Board of Trustees of the Village on the 12th day of February 2002. Published in Pamphlet Form by Authority of said Corporate Authorities on the 13th day of February 2002 TABLE OF CONTENTS SECTION HEADING PAGE SECTION1. DEFINITIONS................................................................................................3 SECTION 2. INCORPORATION OF PREAMBLES................................................................6 SECTION 3. DETERMINATION TO ISSUE BONDS.............................................................6 SECTION4. BOND DETAILS............................................................................................6 SECTION 5. BOOK ENTRY PROVISIONS...........................................................................7 SECTION 6. EXECUTION; AUTHENTICATION..................................................................9 SECTION 7. REGISTRATION OF BONDS; PERSONS TREATED AS OWNERS ...................10 SECTION8. FORM OF BOND..........................................................................................11 SECTION 9. SECURITY FOR THE BONDS........................................................................17 SECTION 10. TAX LEVY; ABATEMENT...........................................................................17 SECTION 11. FILING WITH COUNTY CLERKS.................................................................19 SECTION 12. SALE OF BONDS; OFFICIAL STATEMENT...................................................19 SECTION 13. CREATION OF FUNDS AND APPROPRIATIONS............................................21 SECTION 14. CONTINUING DISCLOSURE UNDERTAKING...............................................24 SECTION 15. GENERAL TAX COVENANTS......................................................................24 SECTION 16. CERTAIN SPECIFIC TAX COVENANTS........................................................25 SECTION 17. RIGHTS AND DUTIES OF BOND REGISTRAR..............................................31 -i- SECTION 18. MUNICIPAL BOND INSURANCE..................................................................32 SECTION 19. TAXES PREVIOUSLY LEVIED.....................................................................33 SECTION20. DEFEASANCE.............................................................................................33 SECTION 21. PUBLICATION OF ORDINANCE...................................................................34 SECTION 22. CALL OF THE REFUNDED BONDS..............................................................34 SECTION 23. SUPERSEDER AND EFFECTIVE DATE.........................................................35 LIST OF EXHIBITS: A - DIRECTION FOR REDEMPTION B - CONTINUING DISCLOSURE UNDERTAKING ORDINANCE NUMBER 2874 AN ORDINANCE providing for the issuance of not to exceed $5,850,000 General Obligation Bonds, Series 2002, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, and providing for the levy and collection of a direct annual tax sufficient for the payment of the principal of and interest on said bonds. PREAMBLES A. The Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the "Village") has a population in excess of 25,000 as determined by the last official census, and pursuant to the provisions of Section 6 of Article VII of the Constitution of the State of Illinois the Village is a home rule unit, and as such may exercise any power or perform any function pertaining to its government and affairs including, but not limited to, the power to tax and to incur debt. B. Pursuant to the provisions of said Section 6, the Village has the power to incur debt payable from ad valorem property tax receipts or from any other lawful source and maturing within 40 years from the time it is incurred without prior referendum approval. C. The Mayor and Board of Trustees of the Village (the "Corporate Authorities ") have previously provided for the issuance of and the Village has heretofore issued and there are now outstanding the following legal and validly binding and subsisting obligations of the Village: GENERAL OBLIGATION BONDS, SERIES 1994, DATED JANUARY 1, 1994 Original Principal Amount: Originally Due Serially on December 1 in the Years: Amount Remaining Outstanding: Amount To Be Refunded: $10,000,000 1994 to 2006 $5,565,000 $5,565,000 REMAINING OUTSTANDING BONDS AND BONDS TO BE REFUNDED DUE AND DESCRIBED AS FOLLOWS: DECEMBER 1 RATE OF AMOUNT TO BE OF THE YEAR AMOUNT ($) INTEREST (%) REFUNDED 2002 1,555,000 4.20 All 2003 1,625,000 4.35 All 2004 1,360,000 4.55 All 2005 500,000 4.70 All 2006 525,000 4.80 All of which bonds (the "Refunded Bonds") are subject to redemption prior to maturity at the option of the Village, on any date, at the redemption price of par and accrued interest. D. The Corporate Authorities have considered and determined that interest rates available in the bond market are currently more favorable for the Village than they were at the time when the Refunded Bonds were issued and that it is possible, proper, and advisable to refund the Refunded Bonds at this time and to make provision for the call and redemption of the Refunded Bonds, to take advantage of the debt service savings which will result from such lower interest rates (which refunding may hereinafter be referred to as the "Refunding E. The Corporate Authorities have considered the needs of the Village and have determined and do hereby determine that it is advisable, necessary and in the best interests of the Village to borrow against such savings in order to acquire and construct corporate capital improvements pursuant to the Capital Improvement Plan of the Village (the "Project"). -2- F. The estimated savings to the Village to be available for the Project and to be payable out of the original proceeds of the Bonds as provided in this Ordinance is not less than $140,000, and may be more. G. The Corporate Authorities do hereby determine that it is advisable and in the best interests of the City to borrow not to exceed $5,850,000 at this time pursuant to the Act as hereinafter defined for the purpose of paying the costs of the Refunding and the Project and, in evidence of such borrowing, issue the full faith and credit bonds of the Village in the principal amount of not to exceed such amount. Now THEREFORE Be It Ordained by the President and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, in the exercise of its home rule powers, as follows: Section 1. Definitions. Words and terns used in this Ordinance shall have the meanings given them, unless the context or use clearly indicates another or different meaning is intended. Words and terms defined in the singular may be used in the plural and vice -versa. Reference to any gender shall be deemed to include the other and also inanimate persons such as corporations, where applicable. A. The following words and terms are as defined in the preambles. Corporate Authorities Project Refunded Bonds Refunding Village -3- B. The following words and terms are defined as set forth. "Act" means the Illinois Municipal Code, as supplemented and amended, and also the home rule powers of the Village under Section 6 of Article VII of the Illinois Constitution of 1970; and in the event of conflict between the provisions of said code and home rule powers, the home rule powers shall be deemed to supersede the provisions of said code. "Ad Valorem Property Taxes" means the real property taxes levied to pay the bonds as described and levied in Section 12 of this Ordinance. "Bonds" means the General Obligation Bonds, Series 2002, authorized to be issued by this Ordinance. "Bond Fund" means the Bond Fund established and defined in Section 15 of this Ordinance. "Bond Moneys" means the taxes and any other moneys deposited into the Bond Fund and investment income held in the Bond Fund. "Bond Order" means that certain bond order, to be executed by any three of the Designated Officials acting together, and setting forth certain details of the Bonds as provided in Section 12 of this Ordinance. "Bond Register" means the books of the Village kept by the Bond Registrar to evidence the registration and transfer of the Bonds. "Bond Registrar" means American Rational Bank and Trust Company of Chicago, a national banking association, having trust powers, with corporate trust offices located in the City of Chicago, Illinois, or its successors, in its capacity as bond registrar and paying agent under this Ordinance, or a substituted bond registrar and paying agent as hereinafter provided. "Book Entry Form" means the form of the Bonds as fully registered and available in physical form only to the Depository. H "Code " means the Internal Revenue Code of 1986, as amended. "Counties" means The Counties of Cook and DuPage, Illinois. "County Clerks" means the County Clerks of the Counties. "Depository" means The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York, its successors, or a successor depository qualified to clear securities under applicable state and federal laws. "Designated Officials" means any three of the Mayor, Village Clerk, Director of Finance and Treasurer, or Village Manager of the Village. "Direction for Redemption" means the agreement by and between the Village and the Redemption and Paying Agent as authorized in Section 13 hereof and in form substantially as set forth as Exhibit A. "Ordinance" means this Ordinance, numbered as set forth on the title page hereof, and passed by the Corporate Authorities on the 12th day of February 2002. "Rebate Fund" means the Rebate Fund authorized to be established and as defined in Section 18 of this Ordinance. "Record Date" means the 15th day of the month preceding any regular or other interest payment date occurring on the first day of any month. "Redemption and Paying Agent" means American National Bank and Trust Company of Chicago, with corporate trust offices located in the City of Chicago, Illinois, a bank having trust powers, or a successor thereto or a successor designated as paying agent for the Refunded Bonds. "Tax-exempt" means, with respect to the Bonds, the status of interest paid and received thereon as not includible in the gross income of the owners thereof under the Code for federal income tax purposes except to the extent that such interest will be taken into account in -5- computing an adjustment used in determining the alternative minimum tax for certain corporations. C. Definitions also appear in the above preambles or in specific sections, as appearing below. The table of contents preceding and the headings in this Ordinance are for the convenience of the reader and are not a part of this Ordinance. Section 2. Incorporation of Preambles. The Corporate Authorities hereby find that all of the recitals contained in the preambles to this Ordinance are true, correct, and complete and do incorporate them into this Ordinance by this reference. Section 3. Determination To Issue Bonds. It is necessary and in the best interests of the Village to accomplish the Refunding and provide funds for the Project, to pay all related costs and expenses incidental thereto, and to borrow money and issue the Bonds for such purposes. It is hereby found and determined that such borrowing of money is for a proper public purpose and is in the public interest and is authorized pursuant to the Act, and these findings and determinations shall be deemed conclusive. Section 4. Bond Details. For the purpose of providing for the payment of such costs, there are hereby authorized to be issued and sold the Bonds in an aggregate principal amount not to exceed $5,850,000. The Bonds shall each be designated "General Obligation Refunding Bond, Series 2002". The Bonds shall be in fully registered form and also in Book Entry Form. The Bonds shall be dated March 15, 2002 (the "Dated Date"), and shall also bear the date of authentication, shall be in fully registered form, shall be in denominations of $5,000 each or authorized integral multiples thereof (but no single Bond shall represent installments of principal maturing on more than one date), and shall be numbered consecutively in such fashion as shall be determined by the Bond Registrar. The Bonds shall become due and payable serially (without option of prior redemption) on December 1 of each of the years (not later than 2006), in the -6- amounts (not exceeding $1,750,000 per year) and bearing interest at the rates per annum (not exceeding 6.00% per annum) as set forth in the Bond Order. Each Bond shall bear interest from the later of its Dated Date or from the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of such Bond is paid or provided for, such interest (computed upon the basis of a 360 -day year of twelve 30 -day months) being payable semi-annually commencing on June 1, 2002, and on June 1 and December 1 of each year thereafter to maturity. Interest on each Bond shall be paid by check or draft of the Bond Registrar, payable upon presentation thereof in lawful money of the United States of America, to the person in whose name such Bond is registered at the close of business on the applicable Record Date and mailed to the registered owner of the Bond as shown in the Bond Register or at such other address furnished in writing by such Registered Owner, or as otherwise may be agreed with the Depository for so long as the Depository is the registered owner as of a given Record Date. 'The principal of or redemption price due on the Bonds shall be payable in lawful money of the United States of America upon presentation thereof at the office maintained for the purpose of the Bond Registrar, located in the City of Chicago, Illinois, or at successor Bond Registrar or locality. Section S. Book Entry Provisions. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each of the maturities of the Bonds. Upon initial issuance, the ownership of each such Bond shall be registered in the Bond Register in the name of the Depository or a designee or nominee of the Depository (such depository or nominee being the "Book Entry Owner"). Except as otherwise expressly provided, all of the outstanding Bonds from time to time shall be registered in the Bond Register in the name of the Book Entry Owner (and accordingly in Book Entry Form as such term is used in this Ordinance). Any Village officer, as representative of the Village, is hereby authorized, empowered, and directed to -7- execute and deliver or utilize a previously executed and delivered Letter of Representations or Blanket Letter of Representations (either being the "Letter of Representations ") substantially in the form common in the industry, or with such changes therein as the officer executing the Letter of Representations on behalf of the Village shall approve, his or her execution thereof to constitute conclusive evidence of approval of such changes, as shall be necessary to effectuate Book Entry Form. Without limiting the generality of the authority given with respect to entering into such Letter of Representations, it may contain provisions relating to (a) payment procedures, (b) transfers of the Bonds or of beneficial interests 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 the Book Entry Owner, none of the Village, its Treasurer, or the Bond Registrar shall have any 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. Without limiting the meaning of the immediately preceding sentence, the Village, its Treasurer, and the Bond Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the records of the Depository, the Book Entry Owner, 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 or as otherwise expressly provided in the Letter of Representations, 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 IM the Bond Register, of any amount with respect to principal of or interest on the Bonds. No person other than a registered owner of a Bond as shown in the Bond Register shall receive a Bond certificate with respect to any Bond. In the event that (a) the Village detemmines that the Depository is incapable of discharging its responsibilities described herein and in the Letter of Representations, (b) the agreement among the Village, the Bond Registrar, and the Depository evidenced by the Letter of Representations shall be terminated for any reason, or (c) the Village determines that it is in the best interests of the Village or of the beneficial owners of the Bonds either that they be able to obtain certificated Bonds or that another depository is preferable, the Village shall notify the Depository and the Depository shall notify 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 the Book Entry Owner. Alternatively, at such time, the Village may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a system accommodating Book Entry Form, as may be acceptable to the Village, or such depository's agent or designee, but if the Village does not select such alternate book entry system, then the Bonds shall be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. Section 6. Execution; Authentication. The Bonds shall be executed on behalf of the Village by the manual or duly authorized facsimile signature of its Mayor and attested by the manual or duly authorized facsimile signature of its Village Clerk, as they may determine, and shall have impressed or imprinted thereon the corporate seal or facsimile thereof of the Village. In case any such officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. All Bonds shall have 66 thereon a certificate of authentication, substantially in the form hereinafter set forth, duly executed by the Bond Registrar as authenticating agent of the Village and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the Bond Registrar by manual signature, and such certificate of authentication upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Ordinance. The certificate of authentication on any Bond shall be deemed to have been executed by it if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder. Section 7. Registration of Bonds; Persons Treated as Owners. The Village shall cause books (the "Bond Register" as herein defined) for the registration and for the transfer of the Bonds as provided in this Ordinance to be kept at the principal office of the Bond Registrar so maintained for the purpose, which is hereby constituted and appointed the registrar of the Village for the Bonds. The Village is authorized to prepare, and the Bond Registrar or such other agent as the Village may designate shall keep custody of, multiple Bond blanks executed by the Village for use in the transfer and exchange of Bonds. Subject to the provisions of this Ordinance relating to the Bonds in Book Entry Form, any Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in this Ordinance. Upon surrender for transfer or exchange 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 or exchange in form satisfactory to the Bond Registrar and duly executed by the registered owner or an attorney for such owner duly authorized in writing, the Village shall execute and the Bond Registrar shall authenticate, date, and deliver in the name -10- of the transferee or transferees or, in the case of an exchange, the registered owner, a new fully registered Bond or Bonds of like tenor, of the same maturity, bearing the same interest rate, of authorized denominations, for a like aggregate principal amount. The Bond Registrar shall not be required to transfer or exchange any Bond during the period from the close of business on the Record Date for an interest payment to the opening of business on such interest payment date. The execution by the Village of any fully registered Bond shall constitute full and due authorization of such Bond; and the Bond Registrar shall thereby be authorized to authenticate, date, and deliver such Bond; provided, however, the principal amount of Bonds of each maturity authenticated by the Bond Registrar shall not at any one time exceed the authorized principal amount of Bonds for such maturity less the amount of such Bonds which have been paid. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on any Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. No service charge shall be made to any registered owner of Bonds for any transfer or exchange of Bonds, but the Village or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Bonds. Section & Form of Bond. The Bonds shall be in substantially the form hereinafter set forth; provided, however, that if the text of the Bonds is to be printed in its entirety on the front side of the Bonds, then the second paragraph on the front side and the legend " See Reverse Side for Additional Provisions" shall be omitted and the text of paragraphs set forth for the reverse side shall be inserted immediately after the first paragraph. -11- [FORM OF BOND - FRONT SIDE] REGISTERED No. UNITED STATES OF AMERICA STATE OF ILLINOIS THE COUNTIES OF COOK AND DUPAGE VILLAGE OF ELK GROVE VILLAGE GENERAL OBLIGATION BOND, SERIES 2002 See Reverse Side for Additional Provisions. Interest Maturity Rate: Date: December 1, Registered Owner: Principal Amount: Dated Date: March 15, 2002 REGISTERED CUSIP: Dollars KNow ALL PERSONS BY THESE PRESENTS that the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, a municipality, home rule unit, and political subdivision of the State of Illinois (the "Village"), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above (without option of prior redemption), the Principal Amount identified above and to pay interest (computed on the basis of a 360 -day year of twelve 30 -day months) on such Principal Amount from the later of the Dated Date of this Bond identified above or from the most recent interest payment date to which interest has been paid or duly provided for, at the Interest Rate per annum identified above, such interest to be payable on June 1 and December 1 of each year, commencing June 1, 2002, until said Principal Amount is paid or duly provided for. The principal of or redemption price on this Bond is payable in lawful money of the United States of America upon presentation hereof at the office maintained for the purpose by American National Bank and Trust Company of Chicago, a -12- national banking association, having trust powers, located in the City of Chicago, Illinois, as paying agent and bond registrar (the "Bond Registrar"). Payment of interest shall be made to the Registered Owner hereof as shown on the registration books of the Village maintained by such Bond Registrar at the close of business on the applicable Record Date (the "Record Date"). The Record Date shall be the 15th day of the month preceding any regular interest payment date. Interest shall be paid by check or draft of the Bond Registrar, payable upon presentation in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on such registration books, or at such other address furnished in writing by such Registered Owner to the Bond Registrar, or as otherwise agreed by the Village and the Bond Registrar for so long as this Bond is held by a qualified securities clearing corporation as depository, or nominee, in Book Entry Form as provided for same. Reference is hereby made to the further provisions of this Bond set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. It is hereby certified and recited that all conditions, acts, and things required by the Constitution and Laws of the State of Illinois to exist or to be done precedent to and in the issuance of this Bond, including the authorizing Act, have existed and have been properly done, happened and been performed in regular and due form and time as required by law; that the indebtedness of the Village, represented by the Bonds, and including all other indebtedness of the Village, howsoever evidenced or incurred, does not exceed any constitutional or statutory or other lawful limitation; and that provision has been made for the levy and collection of a direct annual tax, in addition to all other taxes, on all of the taxable property in the Village sufficient to pay the interest hereon as the same falls due and also to pay and discharge the principal hereof at maturity. -13- This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar. IN WITNESS WBEREOF the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, by its Mayor and Board of Trustees, has caused this Bond to be executed by the manual or duly authorized facsimile signature of its Mayor and attested by the manual or duly authorized facsimile signature of its Village Clerk and its corporate seal or a facsimile thereof to be impressed or reproduced hereon, all as appearing hereon and as of the Dated Date identified above. ATTEST: Village Clerk Village of Elk Grove Village Cook and DuPage Counties, Illinois [SEAL] -14- Mayor, Village of Elk Grove Village Cook and DuPage Counties, Illinois CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within -mentioned Ordinance and is one of the General Obligation Bonds, Series 2002, having a Dated Date of March 15, 2002, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois. Date of Authentication: -IS- AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as Bond Registrar LN Authorized Signer [FORM OF BOND - REVERSE SIDE] This bond is one of a series of bonds (the "Bonds") in the aggregate principal amount of $ issued by the Village for the purpose of paying the costs of a certain Refunding of previously issued bonds and a municipal Project, and of paying expenses incidental thereto, all as described and defined in Ordinance Number of the Village, passed by the Mayor and Board of Trustees on the 12th day of February 2002 authorizing the Bonds (the "Ordinance "), pursuant to and in all respects in compliance with the applicable provisions of the Illinois Municipal Code, as supplemented and amended, and as further supplemented and, where necessary, superseded, by the powers of the Village as a home rule unit under the provisions of Section 6 of Article VII of the Illinois Constitution of 1970, (such code and powers being the "Act"), and with the Ordinance, which has been duly approved by the Mayor, and published, in all respects as by law required. This Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in the Ordinance. The Bond Registrar shall not be required to transfer or exchange any Bond during the period from the close of business on the Record Date for an interest payment to the opening of business on such interest payment date. The Village and the Bond Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the Village nor the Bond Registrar shall be affected by any notice to the contrary. THE VILLAGE HAS DESIGNATED THIS BOND AS A" QUALWIED TAX-EXEMPT OBLIGATION" PURSUANT TO SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. -16- ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto Here insert Social Security Number, Employer Identification Number or other Identifying Number (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint as attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this transfer and assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. Section 9. Security for the Bonds. The Bonds are payable as a general obligation of the Village, for which the full faith and credit of the Village are irrevocably pledged, and are payable from the levy of taxes on all of the taxable property in the Village, without limitation as to rate or amount. Section 10. Tax Levy; Abatement. For the purpose of providing funds required to pay the interest on the Bonds promptly when and as the same falls due and to pay and discharge the principal thereof at maturity, there is hereby levied upon all of the taxable property within the Village, in the years for which any of the Bonds are outstanding, a direct annual tax sufficient for -17- that purpose; and there is hereby levied on all of the taxable property in the Village, in addition to all other taxes, the following direct annual taxes (the "Ad Valorem Property Taxes "): FOR THE YEAR A TAX SUFFICIENT TO PRODUCE THE DOLLAR SUM OF: 2002 $1,821,000 for principal and interest up to and including December 1, 2003 2003 $1,485,000 for principal and interest 2004 $565,000 for principal and interest 2005 $565,000 for principal and interest Moneys on deposit in the Bond Fund from time to time ( "Bond Moneys" as herein defined) shall be applied to pay principal of and interest on the Bonds. Interest on or principal of the Bonds coming due at any time when there are insufficient Bond Moneys to pay the same shall be paid promptly when due from current funds on hand in advance of the deposit of the Ad Valorem Property Taxes; and when the Ad Valorem Property Taxes shall have been collected, reimbursement shall be made to said funds in the amount so advanced. The Village covenants and agrees with the purchasers and registered owners of the Bonds that so long as any of the Bonds remain outstanding the Village will take no action or fail to take any action which in any way would adversely affect the ability of the Village to levy and collect the Ad Valorem Property Taxes. The Village and its officers will comply with all present and future applicable laws in order to assure that the Ad Valorem Property Taxes may lawfully be levied, extended, and collected as provided herein. In the event that funds from any other lawful source are made available for the purpose of paying any principal of or interest on the Bonds so as to enable the abatement of the taxes levied herein for the payment of same, the Corporate Authorities shall, by proper proceedings, direct the transfer of such funds to the Bond Fund, and shall then further shall direct the abatement of the taxes by the amount so deposited. The Village covenants and agrees that it will not direct the abatement of taxes until money has been deposited into the Bond Fund in the amount of such abatement. A certified copy or other notification of any such -18- proceedings abating taxes may then be filed with the County Clerks in a timely manner to effect such abatement. To the extent that the taxes levied above exceed the amount necessary to pay debt service on the Bonds as set forth in the Bond Order, the Mayor, Village Clerk and Treasurer are hereby authorized to direct the abatement of such taxes to the extent of the excess of such levy in each year over the amount of debt service payable on the Bonds in the years in which such taxes are collectible. Proper notice of such abatement shall be filed with the County Clerks, in a timely manner to effect such abatement. Section 11. Filing with County Clerks. Promptly, after this Ordinance has become effective, a copy hereof, certified by the Village Clerk of the Village, shall be filed with each of the County Clerks. Upon the sale of the Bonds, such tax levies shall be modified as necessary pursuant to the terms of sale and as provided in the Bond Order. The County Clerks shall in and for each of the years 2002 to 2005, inclusive, ascertain the rate percent required to produce the aggregate Ad Valorem Property Taxes so provided to be levied in each of said years; and the County Clerks shall extend the same for collection on the tax books in connection with other taxes levied in said years in and by the Village for general corporate purposes of the Village; and, subject to abatement as stated hereinabove, in said years such annual tax shall be levied and collected by and for and on behalf of the Village in like manner as taxes for general corporate purposes for said years are levied and collected, and in addition to and in excess of all other taxes. Section 12. Sale of Bonds; Oficial Statement. A. The Designated Officials are hereby authorized to proceed, not later than the 1st day of April 2002, without any further authorization or direction from the Corporate Authorities, to sell and deliver the Bonds upon the terms as prescribed in this Ordinance. The Bonds hereby authorized shall be executed as in this Ordinance provided as soon after the -19- delivery of the Bond Order as may be, and thereupon be deposited with the Treasurer of the Village, and, after authentication thereof by the Bond Registrar, be by said Treasurer delivered to the purchaser thereof as set forth in the Bond Order (the "Purchaser"), upon receipt of the purchase price therefor, the same being not less than 98% of the principal amount of the Bonds plus accrued interest to date of delivery. B. Upon the sale of the Bonds, the Designated Officials shall prepare the Bond Order, which shall include the pertinent details of sale as provided herein. In the Bond Order, the Designated Officials shall find and determine that the Bonds have been sold at such price and bear interest at such rates that neither the true interest cost (yield) nor the net interest rate received upon the sale of the Bonds exceed the maximum rate otherwise authorized by applicable law and that the sale of the Bonds as provided in the Bond Order and that the Refunding shall result in a net present value debt service savings of not less than $140,000, which savings shall, further, be capitalized and provide for the amount of Bonds for the Project. The Bond Order shall be entered into the records of the Village and made available to the Corporate Authorities at the next regular meeting thereof; but such action shall be for information purposes only, and the Corporate Authorities shall have no right or authority at such time to approve or reject such sale as evidenced in the Bond Order. C. Upon the sale of the Bonds, as evidenced by the execution and delivery of the Bond Order by the Designated Officials, the Mayor, Village Clerk and Treasurer and any other officers of the Village, as shall be appropriate, shall be and are hereby authorized and directed to approve or execute, or both, such documents of sale of the Bonds as may be necessary, including, without limitation, the contract for the sale of the Bonds between the Village and the Purchaser (the "Purchase Contract"). Prior to the execution and delivery of the Purchase Contract, the Designated Officials shall find and determine that no person holding any office of the Village -20- either by election or appointment, is in any manner financially interested directly in his own name or indirectly in the name of any other person, association, trust or corporation, in the Purchase Contract. D. The Bonds before being issued shall be registered and numbered, such registration being made in a book provided for that purpose, in which shall be entered the record of the ordinance authorizing the Corporate Authorities to borrow said money and a description of the Bonds issued, including the number, date, to whom issued, amount, rate of interest and when due. E. The use by the Purchaser of any Preliminary Official Statement and any final Official Statement relating to the Bonds (the "Oficial Statement") is hereby ratified, approved and authorized; the execution and delivery of the Official Statement is hereby authorized; and the officers of the Corporate Authorities are hereby authorized to take any action as may be required on the part of the Village to consummate the transactions contemplated by the Purchase Contract, this Ordinance, said Preliminary Official Statement, the Official Statement and the Bonds. Section 13. Creation of Funds and Appropriations. A. There is hereby created a "General Obligation Bond and Interest Sinking Fund Account, Series 2002" (the "Bond Fund"), which shall be the fund for the payment of principal of and interest on the Bonds. Accrued interest and premium, if any, received upon delivery of the Bonds shall be deposited into the Bond Fund and be applied to pay first interest coming due on the Bonds. B. The Ad Valorem Property Taxes shall either be deposited into the Bond Fund and used for paying the principal of and interest on the Bonds or be used to reimburse a fund or account from which advances to the Bond Fund may have been made to pay principal of or interest on the Bonds prior to receipt of Ad Valorem Property Taxes. Interest income or -21- investment profit earned in the Bond Fund shall be retained in the Bond Fund for payment of the principal of or interest on the Bonds on the interest payment date next after such interest or profit is received or, to the extent lawful and as determined by the Corporate Authorities, transferred to such other fund as may be determined. The Village hereby pledges, as equal and ratable security for the Bonds, all Bond Moneys on deposit in the Bond Fund for the sole benefit of the registered owners of the Bonds, subject to the reserved right of the Corporate Authorities to transfer certain interest income or investment profit earned in the Bond Fund to other funds of the Village, as described in the preceding sentence. C. The amount necessary from the proceeds of the Bonds shall be used to pay costs of issuance of the Bonds and shall be retained by the Village Treasurer to pay such expenses. Any disbursements for expenses shall be made from time to time as necessary. Any excess from the money held for such purpose shall be deposited into the Bond Fund not more than six months from the date of issuance of the Bonds, and the Expense Fund shall thereupon be closed. D. The amount necessary from the proceeds of the Bonds, together with such money in the bond fund for the Refunded Bonds as may be advisable for the purpose, shall be used to provide for the refunding of the Refunded Bonds, and the payment of such expenses as may be designated, pursuant to the provisions of an Direction for Redemption with the Redemption and Paying Agent as is designated, all in accordance with the provisions of the Direction for Redemption, substantially in the form attached hereto as Exhibit A to this Ordinance, made a part hereof by this reference, and hereby approved; the officers appearing signatory to such Direction for Redemption are hereby authorized and directed to execute same, their execution to constitute conclusive proof of action in accordance with this Ordinance, and approval of all completions or revisions necessary or appropriate to effect such part of the Refunding. _22_ E. The remaining proceeds of the Bonds shall be deposited into the General Obligation Bonds, Series 2002, Project Fund (the "Project Fund"), hereby created. Moneys in such fund shall be withdrawn from time to time as needed for the payment of costs of the Project and paying the fees and expenses incidental thereto not paid out of the Expense Fund, and for no other purpose. The Corporate Authorities reserve the right, as it becomes necessary or advisable from time to time, to revise the list of expenditures for the Project, to change priorities, to revise cost allocations between expenditures and to substitute projects, in order to meet current needs of the Village; subject, however, to the various covenants set forth in this Ordinance and in related certificates given in connection with delivery of the Bonds. F. Funds on deposit in the Project Fund may be invested by the Director of Finance of the Village in any lawful manner. Investment earnings shall first be reserved and transferred to such other account as and to the extent necessary to pay any "excess arbitrage profits" or "penalty in lieu of rebate" under Code Section 148 to maintain the Tax-exempt status of the Bonds, and the remainder shall be retained for costs of the Project. Within sixty (60) days after full depletion of the Project Fund, or if the Project is completed and all Project costs payable from the Fund have been fully paid, the Director of Finance of the Village shall certify to the Corporate Authorities the fact of such depletion or the Village engineer shall certify to such completion and payment, and upon approval of such certification by the Corporate Authorities, moneys (if any) which remain shall be transferred as directed by the Corporate Authorities, and such Fund shall be closed. G. Alternatively to the creation of any of the funds described above, except the deposit to be made pursuant to the Direction for Redemption, the Director of Finance may allocate Bond Moneys or the proceeds of the Bonds to one or more related funds of the Village already in existence and in accordance with good accounting practice; provided, however, that this shall not -23- relieve the Director of Finance of the duty to account and invest for the Bond Moneys and the proceeds of the Bonds as herein provided, as if such funds had in fact been created. Section 14. Continuing Disclosure Undertaking. Any of the Designated Officials of the Village is hereby authorized, empowered, and directed to execute and deliver the Continuing Disclosure Undertaking (the "Continuing Disclosure Undertaking") in substantially the same form as now before the Village as Exhibit B to this Ordinance or with such changes therein as the officer executing the Continuing Disclosure Undertaking on behalf of the Village shall approve, his or her execution thereof to constitute conclusive evidence of his or her approval of such changes. When the Continuing Disclosure Undertaking is executed and delivered on behalf of the Village as herein provided, the Continuing Disclosure Undertaking will be binding on the Village and the officers, employees, and agents of the Village, and the officers, employees, and agents of the Village are hereby authorized, empowered, and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Continuing Disclosure Undertaking as executed. Notwithstanding any other provision of this Ordinance, the sole remedies for failure to comply with the Continuing Disclosure Undertaking shall be the ability of the beneficial owner of any Bond to seek mandamus or specific performance by court order to cause the Village to comply with its obligations under the Continuing Disclosure Undertaking. Section 15. General Tax Covenants. The Village hereby covenants that it will not take any action, omit to take any action or permit the taking or omission of any action within its control (including, without limitation, making or permitting any use of the proceeds of the Bonds) if taking, permitting, or omitting to take such action would cause any of the Bonds to be an arbitrage bond or a private activity bond within the meaning of the Code or would otherwise cause the interest on the Bonds to be included in the gross income of the recipients thereof for -24- federal income tax purposes. The Village acknowledges that, in the event of an examination by the Internal Revenue Service of the exemption from Federal income taxation for interest paid on the Bonds, under present rules, the Village is treated as the "taxpayer" in such examination and agrees that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. In furtherance of the foregoing provisions, but without limiting their generality, the Village agrees: (a) through its officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to comply with all representations, covenants, and assurances contained in certificates or agreements as may be prepared by counsel approving the Bonds; (c) to consult with such counsel and to comply with such advice as may be given; (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 by its officers, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the Village in such compliance. Section 16. Certain Specific Tax Covenants. A. None of the Bonds shall be and none of the Refunded Bonds or any bonds refunded with proceeds of the Refunded Bonds (such bonds so refunded being the "Earlier Bonds ") was a "private activity bond" as defined in Section 141(a) of the Code; and the Village certifies, represents, and covenants as follows: (1) Not more than 5% of the net proceeds and investment earnings of the Bonds is to be used, and not more than 5% of the net proceeds of either the Refunded Bonds or the Earlier Bonds was used directly or indirectly, in any activity carried on by any person other than a state or local governmental unit. -25- (2) Not more than 5% of the amounts necessary to pay the principal of and interest on the Bonds will be derived, directly or indirectly, from payments with respect to any private business use by any person other than a state or local governmental unit. (3) None of the proceeds of the Bonds is to be used and none of the proceeds of either the Refunded Bonds or the Earlier Bonds was used directly or indirectly, to make or finance loans to persons other than a state or local governmental unit. (4) No user of the real or personal property of the Village acquired, constructed, or improved with the proceeds of the Bonds or of either the Refunded Bonds or the Earlier Bonds, other than the Village or another governmental unit, will use the same on any basis other than the same basis as the general public; and no person, other than the Village or another governmental unit, will be a user of such property as a result of (i) ownership or (ii) actual or beneficial use pursuant to a lease, a management or incentive payment contract other than as expressly permitted by the Code, or (iii) any other arrangement. B. The Bonds shall not be "arbitrage bonds" under Section 148 of the Code; and the Village certifies, represents, and covenants as follows: (1) With respect to the Project, the Village has heretofore incurred or within six months after delivery of the Bonds expects to incur substantial binding obligations to be paid for with money received from the sale of the Bonds, said binding obligations comprising binding contracts for the Project in not less than the amount of 5% of the proceeds of the Bonds allocable to the Project. (2) More than 85% of the proceeds of the Bonds allocable to the Project will be expended on or before three years for the purpose of paying the costs of the Project. -26- (3) All of the principal proceeds of the Bonds allocable to the Project and investment earnings thereon will be used, needed, and expended for the purpose of paying the costs of the Project including expenses incidental thereto. (4) Work on the Project is expected to proceed with due diligence to completion. (5) Proceeds of the Bonds allocable to the Refunding will be fully expended on March 25, 2002. (6) Except for the Bond Fund, the Village has not created or established and will not create or establish any sinking fund reserve fund or any other similar fund to provide for the payment of the Bonds. The Bond Fund has been established and will be funded in a manner primarily to achieve a proper matching of revenues and debt service and will be depleted at least annually to an amount not in excess of 1/12th the particular annual debt service on the Bonds. Money deposited into the Bond Fund will be spent within a 13 -month period beginning on the date of deposit, and investment earnings in the Bond Fund will be spent or withdrawn from the Bond Fund within a one-year period beginning on the date of receipt. (7) Amounts of money related to the Bonds required to be invested at a yield not materially higher than the yield on the Bonds, as determined pursuant to such tax certifications or agreements as the Village officers may make in connection with the issuance of the Bonds, shall be so invested; and appropriate Village officers are hereby authorized to make such investments. (8) The Village has not been notified of any disqualification or proposed disqualification of it by the Commissioner of the Internal Revenue Service as a bond _27_ issuer which may certify bond issues under Treasury Regulations permitting such certifications. (9) Unless an applicable exception to Section 148(f) of the Code, relating to the rebate of "excess arbitrage profits" to the United States Treasury (the "Rebate Requirement") is available to the Village, the Village will meet the Rebate Requirement. (10) Relating to other applicable exceptions, any Village officer charged with issuing the Bonds is hereby authorized to make such elections under the Code as such officer shall deem reasonable and in the best interests of the Village. If such election may result in a "penalty in lieu of rebate" as provided in the Code, and such penalty is incurred (the "Penalty"), then the Village shall pay such Penalty. (11) The officers of the Village shall cause to be established, at such time and in such manner as they may deem necessary or appropriate hereunder, a "General Obligation Bonds, Series 2002 Rebate [or Penalty, if applicable] Fund" (the "Rebate Fund") for the Bonds, and such officers shall further, not less frequently than annually, cause to be transferred to the Rebate Fund the amount determined to be the accrued liability under the Rebate Requirement or Penalty. Said officers shall cause to be paid to the United States Treasury, without further order or direction from the Corporate Authorities, from time to time as required, amounts sufficient to meet the Rebate Requirement or to pay the Penalty. However, reference is made to paragraph (9) above. (12) Interest earnings in the Project Fund and the Bond Fund are hereby authorized to be transferred, without further order or direction from the Corporate Authorities, from time to time as required, to the Rebate Fund for the purposes herein provided; and proceeds of the Bonds and other funds of the Village are also hereby authorized to be used to meet the Rebate Requirement or to pay the Penalty, but only if -28- necessary after application of investment earnings as aforesaid and only as appropriated by the Corporate Authorities. C. None of the proceeds of the Bonds will be used to pay, directly or indirectly, in whole or in part, for an expenditure that has been paid by the Village prior to the date hereof except architectural or engineering costs incurred prior to commencement of any of the Project or expenditures for which an intent to reimburse it as properly declared under Treasury Regulations Section 1.103-18. This Ordinance is in itself a declaration of official intent under Treasury Regulations Section 1.103-18 as to all costs of the Project paid after the date hereof and prior to issuance of the Bonds. D. The Village reserves the right to use or invest moneys in connection with the Bonds in any manner or to make changes in the Project list or to use the Village infrastructure acquired, constructed, or improved as part of the Project in any manner, notwithstanding the representations and covenants in Sections (15) and (16) herein, provided it shall first have received an opinion from an attorney or a firm of attorneys of nationally recognized standing in matters pertaining to Tax-exempt bonds to the effect that use or investment of such moneys or the changes in or use of such infrastructure as contemplated will not result in loss or impairment of Tax-exempt status for the Bonds. E. (1) The amount of the Bonds equal to $5,565,000 (being par of the Refunded Bonds) is "deemed designated" as a "qualified tax-exempt bond" for the purposes and within the meaning of Section 265(6)(3) of the Code. The Village hereby designates each of the Bonds which is in excess of the par amount of the Refunded Bonds as a "qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)(3) of the Code. In support of such designation, the Village hereby certifies that (i) none of the Bonds will be at any time a "private activity bond" (as defined in Section 141 of the Code) other than a "qualified -29- 501(c)(3) bond" (as defined in Section 145 of the Code), (ii) as of the date hereof, the Village has not authorized or issued any tax-exempt obligations of any kind in calendar year 2002 other than the Bonds, nor have any tax-exempt obligations of any kind been authorized or issued on behalf of the Village, and (iii) not more than $10,000,000 of obligations of any kind (including the Bonds) issued by or on behalf of the Village during calendar year 2002 will be designated (as contrasted with "deemed designated") for purposes of Section 265(b)(3) of the Code. (2) The Village is not subject to Control by any entity, and there are no entities subject to Control by the Village. (3) On the date hereof, the Village does not reasonably anticipate that for calendar year 2002 it will issue any Section 265 Tax -Exempt Obligations (other than the Bonds, which shall not cause all Section 265 Tax -Exempt Obligations so issued to exceed $10,000,000), or that any Section 265 Tax -Exempt Obligations will be issued on behalf of it. "Section 265 Tax -Exempt Obligations" are obligations the interest on which is excludable from gross income of the owners thereof under Section 103 of the Code, except for private activity bonds other than qualified 501(c)(3) bonds, both as defined in Section 141 of the Code, and except for bonds issued to currently refund bonds in an amount not greater than the par amount of the bonds so refunded. The Village will not issue or permit the issuance on behalf of it or by any entity subject to Control by the Village (which may hereafter come into existence) of Section 265 Tax -Exempt Obligations that exceed the aggregate amount of $10,000,000 during calendar year 2002 unless it first obtains an opinion of an attorney or a firm of attorneys of nationally recognized standing in matters pertaining to Tax-exempt bonds to the effect that such issuance will not adversely affect the treatment of the Bonds as "qualified tax-exempt obligations" for the purpose and within the meaning of Section 265(b)(3) of the Code. -30- Section 17. Rights and Duties of Bond Registrar. If requested by the Bond Registrar, and upon approval as to form by the Village Attorney, any officer of the Village is authorized to execute standard forms of agreements between the Village and the Bond Registrar with respect to the obligations and duties of the Bond Registrar hereunder. In addition to the terms of such agreements and subject to modification thereby, the Bond Registrar by acceptance of duties hereunder agrees: (a) to act as bond registrar, paying agent, authenticating agent, and transfer agent as provided herein; (b) to maintain a list of Bondholders as set forth herein and to furnish such list to the Village upon request, but otherwise to keep such list confidential to the extent permitted by law; (c) to cancel and/or destroy Bonds which have been paid at maturity or submitted for exchange or transfer; (d) to furnish the Village at least annually a certificate with respect to Bonds cancelled and/or destroyed; and (e) to furnish the Village at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. The Village covenants with respect to the Bond Registrar and the Bond Registrar respectively further covenants and agrees as follows: (A) The Village shall at all times retain a Bond Registrar with respect to the Bonds; it will maintain at the designated office(s) of such Bond Registrar a place or places where Bonds may be presented for payment, registration, transfer or exchange; and it will require that the Bond Registrar properly maintain the Bond Register and perform the other duties and obligations imposed upon it by this Ordinance in a manner consistent with the standards, customs and practices of the municipal securities industry. (B) The Bond Registrar shall signify its acceptance of the duties and obligations imposed upon it by this Ordinance by executing the certificate of authentication on any Bond, and by such execution the Bond Registrar shall be deemed to have certified to the Village 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 the Bonds. Any Bond Registrar shall be the -31- agent of the Village and shall not be liable in connection with the performance of its duties except for its own negligence or willful wrongdoing. Any Bond Registrar shall, however, be responsible for any representation in its certificate of authentication on Bonds. (C) The Village may remove the Bond Registrar at any time. In case at any time the Bond Registrar shall resign, shall be removed, shall become incapable of acting, or shall be adjudicated a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the Bond Registrar or of the property thereof shall be appointed, or if any public officer shall take charge or control of the Bond Registrar or of the property or affairs thereof, the Village covenants and agrees that it will thereupon appoint a successor Bond Registrar. The Village shall give notice of any such appointment made by it to each registered owner of any Bond within twenty days after such appointment in the same manner, or as nearly the same as may be practicable, as for a redemption of Bonds. Any Bond Registrar appointed under the provisions of this Section shall be either the Village officer entrusted with custody of the Village funds or a bank, trust company, or national banking association maintaining its principal corporate trust office in Illinois or in the Borough of Manhattan, New York, New York, and having capital and surplus and undivided profits in excess of $100,000,000. The Village Clerk of the Village is hereby directed to file a certified copy of this Ordinance with the Bond Registrar. Section 18. Municipal Bond Insurance. In the event the payment of principal of and interest on the Bonds is insured pursuant to a municipal bond insurance policy (a "Municipal Bond Insurance Policy") issued by a bond insurer (a "Bond Insurer"), and as long as such Municipal Bond Insurance Policy shall be in full force and effect, the Village and the Bond Registrar agree to comply with such usual and reasonable provisions regarding presentment and payment of the Bonds, subrogation of the rights of the Bondholders to the Bond Insurer when holding Bonds, amendment hereof, or other terms, as approved by any of the Designated -32- Officials on advice of counsel, his or her approval to constitute full and complete acceptance by the Village of such terms and provisions under authority of this section. Section 19. Taxes Previously Levied. The taxes previously levied to pay principal of and interest on the Refunded Bonds for the years 2002 and subsequent, to the extent such principal and interest is provided for from the proceeds of the Bonds or otherwise as hereinabove described, shall be abated. The filing of a certificate of abatement with the County Clerks shall constitute authority and direction for the County Clerks to make such abatement. The taxes so levied for the Refunded Bonds for the years 2001 and preceding, which have been or are to be collected, and subject to use of same as may be required by the Code in assuring the Tax-exempt status of the Bonds, shall be applied , fust, to the payment of the Refunded Bonds for which collected, to the extent advisable, second, to the payment of the Bonds as due in calendar year 2002, to the extent necessary, and, third and last, if any such moneys remain, for deposit into the Project Fund for expenditure for the Project. Section 20. Defeasance. Any Bond or Bonds which (a) are paid and cancelled, (b) which have matured and for which sufficient sums been deposited with the Bond Registrar to pay all principal and interest due thereon, or (c) for which sufficient funds and Defeasance Obligations have been deposited with the Bond Registrar or similar institution to pay, taking into account investment earnings on such obligations, all principal of and interest on such Bond or Bonds when due at maturity or as called for redemption, pursuant to an irrevocable escrow or trust agreement, shall cease to have any lien on or right to receive or be paid from Bond Moneys or the Bond Fund hereunder and shall no longer have the benefits of any covenant for the registered owners of outstanding Bonds as set forth herein as such relates to lien and security of the outstanding Bonds. All covenants relative to the Tax-exempt status of the Bonds; and payment, registration, transfer, and exchange; are expressly continued for all Bonds whether outstanding Bonds or not. For purposes of this section, "Defeasance Obligations" means -33- (a) noncallable, non -redeemable, direct and general full faith and credit obligations of the United States Treasury ( "Directs "), (b) certificates of participation or trust receipts in trusts comprised wholly of Directs or (c) other noncallable, non -redeemable, obligations unconditionally guaranteed as to timely payment to maturity by the United States Treasury. Section 21. Publication of Ordinance. A full, true, and complete copy of this Ordinance shall be published within ten days after passage in pamphlet form by authority of the Corporate Authorities. Section 22. Call of the Refunded Bonds. In accordance with the redemption provisions of the Ordinance authorizing the issuance of the Refunded Bonds, the Corporate Authorities do hereby make provision for the payment of and do hereby call (subject only to the delivery of the Bonds) the Refunded Bonds as of March 25, 2002, or such other date on or before June 1, 2002, as may be set in the Bond Order, all as provided in the Direction for Redemption. -34- Section 23. Superseder and Effective Date. All ordinances, resolutions, and orders, or parts thereof, in conflict herewith, are to the extent of such conflict hereby superseded; and this Ordinance shall be in full force and effect immediately upon its passage, approval, and publication. ADOPTED: February 12, 2002 AYES: Trustees B. Dill, S. Lissner, J. Petri, C. Prochno, N. Czarnik None NAYS: ABSENT: Trustee P. Feichter APPROVED: February 12, 2002 Craig B. Johnson Mayor Village of Elk Grove Village Cook and DuPage Counties, Illinois Published in pamphlet form by authority of the Mayor and Board of Trustees on February 13, 2002. UUM iii Ann I. Walsh Village Clerk Village of Elk Grove Village Cook and DuPage Counties, Illinois -35- EXHIBIT A DIRECTION FOR REDEMPTION This Direction for Redemption, executed and delivered the date last hereinbelow written, by the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, to American National Bank and Trust Company of Chicago, Chicago, Illinois, a national banking association, having trust powers, with trust offices located in the City of Chicago, Illinois. WITNESSETH: ARTICLE I. DEFINITIONS The following words and terms used in this Direction shall have the following meanings unless the context or use clearly indicates another or different meaning. "Direction" means this Direction for Redemption. "Bond Ordinance" means an ordinance passed by the Mayor and Board of Trustees of the Village on February 12, 2002, entitled: AN ORDINANCE providing for the issuance of not to exceed $5,850,000 General Obligation Bonds, Series 2002, of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, and providing for the levy and collection of a direct annual tax sufficient for the payment of the principal of and interest on said bonds, authorizing the Bonds. "Bonds" means the General Obligation Bonds, Series 2002, of the Village, dated March 15, 2002, a part of the proceeds of which are to be used for the refunding of the Refunded Bonds. "Call Date" means, with respect to the Refunded Bonds, March 25, 2002. "Government Obligations" means direct obligations of the United States of America (being United States Bills, Notes, Bonds or STRPS or SLGS). "Paying Agent" means the paying agent and bond registrar for the Refunded Bonds, namely, American National Bank and Trust Company of Chicago, Chicago, Illinois. "Refunded Bonds" means the portions of the bonds described as follows: GENERAL OBLIGATION BONDS SERIES 1994 Original Principal Amount: $10,000,000 Dated: January 1, 1994 Originally Due Serially: December 1, 1994-2006 Principal Amount to be Refunded: $5,565,000 Bonds to be Refunded Due December 1 as follows: YEAR AMOUNT ($) RATE (%) 2002 1,555,000 4.20 2003 1,625,000 4.35 2004 1,360,000 4.55 2005 500,000 4.70 2006 525,000 4.80 which bonds are subject to redemption on any date at the redemption price of par plus accrued interest (hereinafter the "Refunded Bonds"). "Village" means the Village of Elk Grove Village, Cook and DuPage Counties, Illinois. ARTICLE II. INTRODUCTORY STATEMENT 2.01. The Refunded Bonds are to be refunded as to all interest, principal and redemption price from the date hereof until redeemed and paid by the deposit with the Paying Agent of moneys sufficient to pay when due and as called for redemption all principal of and interest on and redemption price of the Refunded Bonds. 2.02. The Village has deposited with the Paying Agent the sum of $5,643,082.88. -2- ARTICLE III. DIRECTION TO PAYING AGENT 3.01. The Paying Agent will hold the deposits made under this Direction and all interest, income, and profit derived therefrom and all uninvested cash in a segregated and separate trust fund account for the sole and exclusive benefit of the Village and of the holders and registered owners of the Refunded Bonds, all to the purposes for which deposited. 3.02. The amount deposited shall be invested at the direction of the Village Manager to the fullest extent possible in Government Obligations maturing not later than the Call Date. 3.03. The Paying Agent shall hold all balances not invested or reinvested as hereinabove described in trust for the purposes hereof and shall secure same in accordance with applicable Illinois law for the securing of public funds. 3.04. The Paying Agent will apply the amounts deposited promptly to pay when due and as called for redemption all principal of and interest on and redemption price of the Refunded Bonds. 3.05. The Refunded Bonds are called for redemption on the Call Date at the redemption price of par and accrued interest to the date of redemption. The Paying Agent shall give notice of redemption. The time, manner and form of the giving of the notice of redemption shall be as specified in Ordinance Number 2342 of the Village, by which the Refunded Bonds were authorized, a copy of which has been delivered to the Paying Agent. The Paying Agent has given or shall give such further notices of redemption as may be required by any applicable rule of a depository company, including The Depository Trust Company, the Securities and Exchange Commission, the Municipal Securities Rulemaking Board, the Comptroller of the Currency, or any other agency or person having appropriate jurisdiction; but the giving of any such notice shall be directory only, and any failure or defect with respect to such notice shall not invalidate or diminish in any way the validity of the -3- redemption of the Refunded Bonds as provided herein upon the giving of official notice of redemption. ARTICLE IV. FINAL DISPOSITION Upon the final disbursement for the payment of the Refunded Bonds as hereinabove provided for, the Paying Agent will transfer any balance remaining to the Village Director of Finance, accompanied by a letter of information indicating that such amounts should be deposited into the "Bond Fund" created under the Bond Ordinance. [This space intentionally blank.] I! IN WITNESS WHEREOF the Village has caused this Direction to be signed in its name by its Mayor, to be attested by the Village Clerk under its corporate seal hereunto affixed; and the Paying Agent, not individually, but in its capacity as paying agent and bond registrar as described, has acknowledged receipt of this Direction in its corporate name by one of its and as attested by one of its under its corporate seal hereunto affixed, all this 25th day of March 2002. ATTEST: Ann I. Walsh Village Clerk [SEAL] Its [BANK SEAL] -5- VILLAGE OF ELK GROVE VILLAGE COOK AND DUPAGE COUNTIES, ILLINOIS By Graig B. Johnson Mayor AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO LIZ Its EXHIBIT B CONTINUING DISCLOSURE UNDERTAKING FOR THE PURPOSE OF PROVIDING CONTINUING DISCLOSURE INFORMATION UNDER SECTION (b)(5) OF RULE 15c2-12 This Continuing Disclosure Undertaking (this "Undertaking") is executed and delivered by the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the "Village"), in connection with the issuance of $5,800,000 General Obligation Bonds, Series 2002 (the "Bonds"). The Bonds are being issued pursuant to an ordinance (the "Ordinance"), adopted by the Mayor and Board of Trustees of the Village on the 12'" day of February 2002. In consideration of the issuance of the Bonds by the Village and the purchase of such Bonds by the beneficial owners thereof, the Village covenants and agrees as follows: 1. PURPOSE OF THIS UNDERTAKING. This Undertaking is executed and delivered by the Village as of the date set forth below, for the benefit of the beneficial owners of the Bonds and in order to assist the Participating Underwriters in complying with the requirements of the Rule (as defined below). The Village represents that it will be the only obligated person with respect to the Bonds at the time the Bonds are delivered to the Participating Underwriters and that no other person is expected to become so committed at any time after issuance of the Bonds. 2. DEFINITIONS. The terms set forth below shall have the following meanings in this Undertaking, unless the context clearly otherwise requires. Annual Financial Information means the financial information and operating data described in Exhibit L Annual Financial Information Disclosure means the dissemination of disclosure concerning Annual Financial Information and the dissemination of the Audited Financial Statements as set forth in Section 4. Audited Financial Statements means the audited financial statements of the Village prepared pursuant to the standards and as described in Exhibit I. Commission means the Securities and Exchange Commission. Dissemination Agent means any agent designated as such in writing by the Village and which has filed with the Village a written acceptance of such designation, and such agent's successors and assigns. Exchange Act means the Securities Exchange Act of 1934, as amended. Material Event means the occurrence of any of the Events with respect to the Bonds set forth in Exhibit II that is material, as materiality is interpreted under the Exchange Act. Material Events Disclosure means dissemination of a notice of a Material Event as set forth in Section 5. MSRB means the Municipal Securities Rulemaking Board. NRMSIRs means, as of any date, all Nationally Recognized Municipal Securities Information Repositories then recognized by the Securities and Exchange Commission for purposes of the Rule. As of the date of this Undertaking, the NRMSIRs are: Bloomberg Municipal Repositories 100 Business Park Drive Skillman, NJ 08558 Phone: (609) 279-3225 Fax: (609) 279-5962 E -Mail: Munis@Bloomberg.com DPC Data Inc. One Executive Drive Fort Lee, NJ 07024 Phone: (201) 346-0701 Fax: (201)947-0107 E -Mail: nrmsir@dpedata.com FT Interactive Data Attn: NRMSIR 100 Williams Street New York, NY 10038 Phone: (212) 771-6999 Fax: (212) 771-7390 (Secondary Market Information) (212) 771-7391 (Primary Market Information) E -Mail: NRMSIR@FTID.com FTID.com Standard & Poor's J. J. Kenny Repository 55 Water Street 45th Floor New York, NY 10041 Phone: (212) 4384595 Fax: (212) 438-3975 E -Mail: nrmsir_repository@sandp.com The names and addresses of all current NRMSIRs should be verified each time information is delivered pursuant to this Undertaking. Participating Underwriter means each broker, dealer or municipal securities dealer acting as an underwriter in the primary offering of the Bonds. -2- Rule means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Exchange Act, as the same may be amended from time to time. SID means any public or private repository designated by the State as the state repository and recognized as such by the Securities and Exchange Commission for purposes of the Rule. As of the date of this Undertaking there is no SID. 3. CUSIP NUMBER/FINAL OFFICIAL STATEMENT. The CUSIP Numbers of the Bonds are as follows: YEAR OF CUSIP MATURITY NUMBER 2002 2003 2004 2005 2006 The Final Official Statement relating to the Bonds is dated February 25, 2002 (the "Final Oficial Statement "). 4. ANNUAL FINANCIAL INFORMATION DISCLOSURE. Subject to Section 9 of this Undertaking, the Village hereby covenants that it will disseminate its Annual Financial Information and its Audited Financial Statements (in the form and by the dates set forth in Exhibit 1) to each NRMSIR and to the SID, if any. The Village is required to deliver such information in such manner and by such time so that such entities receive the information by the dates specified. If any part of the Annual Financial Information can no longer be generated because the operations to which it is related have been materially changed or discontinued, the Village will disseminate a statement to such effect as part of its Annual Financial Information for the year in which such event first occurs. If any amendment is made to this Undertaking, the Annual Financial Information for the year in which such amendment is made (or in any notice or supplement provided to each NRMSIR and the SID, if any) shall contain a narrative description of the reasons for such amendment and its impact on the type of information being provided. 5. EVENTS NOTIFICATION; MATERIAL EVENTS DISCLOSURE. Subject to Section 9 of this Undertaking, the Village hereby covenants that it will disseminate in a timely manner Material Events Disclosure to each NRMSIR or to the MSRB and to the SID, if any. Notwithstanding the foregoing, notice of optional or unscheduled redemption of any Bonds or defeasance of any Bonds need not be given under this Undertaking any earlier than the notice (if any) of such redemption or defeasance is given to the Bondholders pursuant to the Ordinance. 6. DUTY TO UPDATE NRMSIRs/SID. The Village shall determine, in the manner it deems appropriate, the names and addresses of the then existing NRMSIRs and SID each time it is required to file information with such entities. -3- 7. CONSEQUENCES OF FAILURE OF THE VILLAGE TO PROVIDE INFORMATION. The Village shall give notice in a timely manner to each NRMSIR or to the MSRB and to the SID, if any, of any failure to provide Annual Financial Information Disclosure when the same is due hereunder. In the event of a failure of the Village to comply with any provision of this Undertaking, the beneficial owner of any Bond may seek mandamus or specific performance by court order, to cause the Village to comply with its obligations under this Undertaking. A default under this Undertaking shall not be deemed a default under the Ordinance, and the sole remedy under this Undertaking in the event of any failure of the Village to comply with this Undertaking shall be an action to compel performance. 8. AMENDMENTS; WAIVER. Notwithstanding any other provision of this Undertaking, the Village by ordinance authorizing such amendment or waiver, may amend this Undertaking, and any provision of this Undertaking may be waived, if. (a) the amendment or waiver is made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of the Village, or type of business conducted; (b) this Undertaking, as amended, or the provision, as waived, would have complied with the requirements of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the amendment or waiver does not materially impair the interests of the beneficial owners of the Bonds, as determined by parties unaffiliated with the Village (such as Bond Counsel). 9. TERMINATION OF UNDERTAKING. The Undertaking of the Village shall be terminated hereunder if the Village shall no longer have any legal liability for any obligation on or relating to payment of the Bonds under the Ordinance- The Village shall give notice in a timely manner if this Section is applicable to each NRMSIR or to the MSRB and to the SID, if any. 10. DISSEMINATION AGENT. The Village may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Undertaking, and may discharge any such Agent, with or without appointing a successor Dissemination Agent. 11. ADDITIONAL INFORMATION. Nothing in this Undertaking shall be deemed to prevent the Village from disseminating any other information, using the means of dissemination set forth in this Undertaking or any other means of communication, or including any other information in any Annual Financial Information Disclosure or notice of occurrence of a Material Event, in addition to that which is required by this Undertaking. If the Village chooses to include any information from any document or notice of occurrence of a Material Event in addition to that which is specifically required by this Undertaking, the Village shall have no obligation under this Undertaking to update such information or include it in any future disclosure or notice of occurrence of a Material Event. 12. BENEFICIARIES. This Undertaking has been executed in order to assist the Participating Underwriters in complying with the Rule; however, this Undertaking shall inure solely to the benefit of the Village, the Dissemination Agent, if any, and the beneficial owners of the Bonds, and shall create no rights in any other person or entity. i! 13. RECORDKEEPING. The Village shall maintain records of all Annual Financial Information Disclosure and Material Events Disclosure including the content of such disclosure, the names of the entities with whom such disclosure was filed and the date of filing such disclosure. 14. AssiGNmFNr. The Village shall not transfer its obligations under the Ordinance unless the transferee agrees to assume all obligations of the Village under this Undertaking or to execute an Undertaking under the Rule. 15. GOVERNING LAW. This Undertaking shall be governed by the laws of the State of Illinois. Date: Match 25, 2002 -5- VILLAGE OF ELK GROVE VILLAGE COOK AND DUPAGE COUNTIES, ILLINOIS By: Craig B. Johnson, Mayor Address: 901 Wellington Avenue Elk Grove Village, Illinois 60007 EXHIBIT I ANNUAL FINANCIAL INFORMATION AND TIMING AND AUDITED FINANCIAL STATEMENTS Annual Financial Information means the financial information and operating data of the type contained in the Official Statement as follows: The Statement of Indebtedness" on the cover page and "Financial Information" beginning on page 7. Information by Reference. All or a portion of the Annual Financial Information and the Audited Financial Statements as set forth below may be included by reference to other documents which have been submitted to each NRMSIR and to the SID, if any, or filed with the Commission. If the information included by reference is contained in a Final Official Statement, the Final Official Statement must be available from the MSRB; the Final Official Statement need not be available from each NRMSIR, the SID, if any, or the Commission. The Village shall clearly identify each such item of information included by reference. Time for Providing. Annual Financial Information will be provided to each NRMSIR and to the SID, if any, by 210 days after the last day of the Village's fiscal year. Audited Financial Statements as described below should be filed at the same time as the Annual Financial Information. If Audited Financial Statements are not available when the Annual Financial Information is filed, unaudited financial statements shall be included. Preparation of Audited Financial Statements. Audited Financial Statements will be prepared according to Generally Accepted Accounting Principles as they are currently promulgated; it is anticipated but not covenanted that there will be compliance with all future changes with Generally Accepted Accounting Principles. Audited Financial Statements will be provided to each NRMSIR and to the SID, if any, at the time of providing the Annual Financial Information or, if unavailable at such time, then within 30 days after availability to the Village. Annual Financial Information Changes. If any change is made to the Annual Financial Information as permitted by Section 4 of the Undertaking, the Village will disseminate a notice of such change as required by Section 4. EXHIBIT I EXHIBIT I1 EVENTS FOR WHICH MATERIAL EVENTS DISCLOSURE IS REQUIRED 1. Principal and interest payment delinquencies 2. Non-payment related defaults 3. Unscheduled draws on debt service reserves reflecting financial difficulties 4. Unscheduled draws on credit enhancements reflecting financial difficulties 5. Substitution of credit or liquidity providers, or their failure to perform 6. Adverse tax opinions or events affecting the tax-exempt status of the security 7. Modifications to the rights of security holders 8. Bond calls 9. Defeasances 10. Release, substitution or sale of property securing repayment of the securities 11. Rating changes Note: Some of the foregoing events may not be applicable to the Bonds. EXHIBIT II