HomeMy Public PortalAboutOrdinance 2143VILLAGE OF PLAINFIELD
ORDINANCE NO. 2143
APPROVING AN INSTALLMENT PURCHASE AGREEMENT AND
AUTHORIZING THE ISSUANCE OF $4,700,000 GENERAL FUND
CERTIFICATES, SERIES 2002, OF THE VILLAGE OF PLIANFIELD.
ADOPTED BY THE PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF PLAINFIELD
THIS 1ST DAY OF JULY, 2002
PUBLISHED IN PAMPHLET FORM BY THE AUTHORITY OF THE PRESEINT
AND BOARD OF TRUSTEES OF THE VILLAGE OF PLAINFIELD, WILL
COUNTY, ILLINOIS, THIS 2ND DAY OF JULY, 2002.
ORDINANCE N0. 2143
ORDINANCE APPROVING AN INSTALLMENT PURCHASE AGREEMENT AND
AUTHORIZING THE ISSUANCE OF $4,700,000 GENERAL FUND
CERTIFICATES, SERIES 2002, OF THE VILLAGE OF PLAINFIELD, ILLINOIS
BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE
OF PLAINFIELD, ILLINOIS, AS FOLLOWS:
Section 1. Authority and Purpose. This ordinance is adopted pursuant to
the provisions of Section 11-61-3 of the Illinois Municipal Code, 65 Illinois Compiled
Statutes 5 (the "Act") and the Local Government Debt Reform Act, 30 Illinois Compiled
Statutes 350 (the "Local Government Debt Reform Act"), for the purpose of financing or
refinancing the costs of the construction of a new Village Hall, including the acquisition of
land and the construction, furnishing and equipping of improvements thereupon, to be
located at 24000 West Lockport Street, in the Village (the "Project")
Section 2. Determination to Authorize and Provide for an
Installment Purchase Contract. There is presently before the President and Board
of Trustees of the Village (A) a form of an installment purchase agreement between the
Village and the Village Treasurer, as the nominee seller on behalf of the various contractors
who will undertake the design and construction of the Project (the "Installment Purchase
Agreement") pursuant to which the Village will finance the costs of the Project and pay the
costs of the certificates herein authorized and (B) a form of an assignment agreement (the
"Assignment Agreement") between the Village Treasurer and First Midwest Bank, in its
capacity as registrar for the certificates authorized by this ordinance, as assignee (the
"Assignee") pursuant to which the Village Treasurer, as nominee seller, will assign his rights
to receive payments due under the Installment Purchase Agreement to the Assignee for the
benefit of the owners of the certificates authorized by this ordinance.
It is hereby determined that it is necessary and in the best interests of the residents
of the Village for the Village to enter into the Installment Purchase Agreement, to provide for
the construction and purchase by the Village of the Project. The Installment Purchase
Agreement is hereby authorized, with a purchase price for the Project including acquisition,
engineering, legal, financial and other expenses of not to exceed $4,700,000, all of which
shall be financed with the herein-described certificates. Payments by the Village under the
Installment Purchase Agreement shall be made pursuant to the terms of the Installment
Purchase Agreement and this ordinance.
It is hereby found and determined that the Installment Purchase Agreement is in the
best interests of the Village and that no person holding an office of the Village, either by
election or appointment, is in any manner interested, either directly ar indirectly, in his awn
name ar the name of any other person, association, trust ar corporation, in the transactions
contemplated by the Installment Purchase Agreement.
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The Village Treasurer is hereby authorized to act as nominee seller under the
Installment Purchase Agreement and as assignor under the Assignment Agreement.
Section 3. Form of Documents. The form, terms and provisions of the
Installment Purchase Agreement and the Assignment Agreement are hereby in all respects
approved, and the Village President and the Village Clerk are hereby authorized, empowered
and directed to execute and deliver the Installment Purchase Agreement in the name and
on behalf of the Village and the Village Treasurer is authorized, empowered and directed to
execute and deliver the Assignment Agreement. The Installment Purchase Agreement and
the Assignment Agreement, as executed and delivered, shall be in substantially the form
now before this meeting and hereby approved, or with such changes therein as shall be
approved by the officers of the Village executing the same, the execution thereof to
constitute conclusive evidence of the approval of any and all changes or revisions therein
from the form of the Installment Purchase Agreement and the Assignment Agreement now
before this meeting; and from and after the execution and delivery of the Installment
Purchase Agreement and the Assignment Agreement the officers, agents and employees
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 Installment Purchase Agreement and the Assignment Agreement as so
executed.
Section 4. Authorization and Terms of Certificates. The sum of
$4,700,000 is appropriated to meet the estimated cost of the Project and the costs of
issuance of the certificates herein authorized. For the purpose of financing said
appropriation, general fund certificates of the Village, evidencing the fractionalized interests
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of the owners thereof in the right to receive amounts due under the Installment Purchase
Agreement, are authorized to be issued and sold pursuant to the Act and the Local
Government Debt Reform Act in an aggregate principal amount of $4,700,000, and shall be
designated "General Fund Certificates, Series 2002."
Certificates shall be issuable in any denomination and may bear such identifying
numbers or letters as shall be useful to facilitate the registration, transfer and exchange of
certificates. Unless otherwise determined in the order to authenticate the certificates, each
certificate delivered upon the original issuance of the certificates shall be dated as of July
15, 2002.. Each certificate thereafter issued upon any transfer, exchange or replacement of
certificates shall be dated so that no gain or loss of interest shall result from such transfer,
exchange or replacement.
The certificates shall mature on July 15 in each year shown in the following table in
the respective principal amount set forth opposite each such year and the certificates
maturing in each such year shall bear interest at the respective rate per annum set forth
opposite such year:
Principal Interest Principal Interest
Year Amount Rate Year Amount Rate
2003 $163,500 4.50% 2008 $ 203,751 4.50%
2004 170,858 4.50 2009 212,920 4.50
2005 178,546 4.50 2010 222,500 4.50
2006 186,581 4.50 2011 232,513 4.50
2007 194,977 4.50 2012 2,933,854 4.50
Each certificate shall bear interest from its date, 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 on January 15, 2003 and semiannually thereafter on each July 15 and January
15 at the rates per annum herein determined.
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The principal of the certificates shall be payable in lawful money of the United States
of America upon presentation and surrender thereof at the principal corporate trust office
of First Midwest Bank, in the City of Joliet, Illinois, which is hereby appointed as registrar
and paying agent for the certificates. Interest on the certificates shall be payable on each
interest payment date to the registered owners of record thereof appearing an the
registration books maintained by the Village for such purpose at the office of the registrar,
as of the close of business on the 1st day of the calendar month of the interest payment
date. Interest on the certificates shall be paid by check or draft mailed to such registered
owners at their addresses appearing on the registration books or by wire transfer pursuant
to an agreement by and between the Village and the registered owner.
The certificates of such series shall be subject to redemption prior to maturity at the
option of the Village and upon notice as herein provided, from such maturities and in such
principal amounts as the Village shall determine, and within any maturity by lot, an any
date, at a redemption price equal to the principal amount thereof to be redeemed.
In the event of the redemption of less than all the certificates of like maturity, shall
select by lot certificates or portion thereof in an aggregate principal amount equal to the
principal amount of such certificates to be redeemed.
Notice of the redemption of certificates shall be mailed not less than 30 days nor
more than 60 days prior to the date fixed far such redemption to the registered owners of
certificates to be redeemed at their last addresses appearing an said registration books. The
certificates or portions thereof specified in said notice shall become due and payable at the
applicable redemption price on the redemption date therein designated, and if, on the
redemption date, moneys for payment of the redemption price of all the certificates or
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portions thereof to be redeemed, together with interest to the redemption date, shall be
available for such payment on said date, 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 certificates
or portions thereof shall cease to accrue and become payable. If there shall be drawn for
redemption less than all of a certificate, the Village shall execute and the registrar shall
authenticate and deliver, upon the surrender of such certificate, without charge to the owner
thereof, in exchange far the unredeemed balance of the certificate so surrendered,
certificates of like maturity.
The registrar shall not be required to transfer or exchange any certificate after notice
of the redemption of all or a portion thereof has been mailed. The registrar shall not be
required to transfer or exchange any certificate during a period of 15 days next preceding
the mailing of a notice of redemption that could designate for redemption all ar a portion of
such certificate.
Section 6. Sale and Delivery. The certificates are sold to First Midwest
Bank, as purchaser, at a price of par.
Section B. Further Acts. The Village President, Village Clerk and other officials
of the Village are authorized and directed to do and perform, or cause to be done or
performed for ar on behalf of the Village each and every thing necessary for the issuance of
the certificates, including the proper execution and delivery of the certificates, the
Installment Purchase Agreement and the Assignment Agreement.
Section T. Execution and Authentication. Each certificate shall be
executed in the name of the Village by the manual or authorized facsimile signature of its
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Village President and the corporate 'seal of the Village, or a facsimile thereof, shall be
thereunto affixed or otherwise reproduced thereon and attested by the manual or authorized
facsimile signature of its Village Clerk.
In case any afficer whose signature, or a facsimile of whose signature, shall appear
on any certificate shall cease to hall such office before the issuance of the certificates, such
certificate shall nevertheless be valid and sufficient for all purposes, the same as if the
person whose signature, or a facsimile thereof, appears on such certificate had not ceased
to hold such office. Any certificate may be signed, sealed or attested on behalf of the Village
by any person who, on the date of such act, shall hold the proper office, notwithstanding
that at the date of such certificate such person may not have held such office. Na recourse
shall be had for the payment of any certificates against any afficer who executes the
certificates.
Each certificate shall bear thereon a certificate of authentication executed manually
by the registrar. No certificate shall be entitled to any right ar 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 registrar.
Section 8. Transfer, Exchange, end Registry. The certificates shall be
negotiable, subject to the provisions for registration of transfer contained herein. Each
certificate shall be transferable only upon the registration books maintained by the Village
for that purpose at the office of the registrar, by the registered owner thereof in person or
by his attorney duly authorized in writing, upon surrender thereof together with a written
instrument of transfer satisfactory to the registrar and duly executed by the registered owner
or his duly authorized attorney. Upon the surrender for transfer of any such certificate, the
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Village shall execute and the registrar shall authenticate and deliver a new certificate or
certificates registered in the name of the transferee, of the same aggregate principal amount,
maturity and interest rate as the surrendered certificate. Certificates, upon surrender thereof
at the office of the registrar, with a written instrument satisfactory to the registrar, duly
executed by the registered owner or his attorney duly authorized in writing, may be
exchanged for an equal aggregate principal amount of certificates of the same maturity and
interest rate and of any denomination.
For every such exchange or registration of transfer of certificates, the Village or the
registrar may make a charge sufficient for the reimbursement of any tax, fee or other
governmental charge required to be paid with respect to such exchange or transfer, which
sum or sums shall be paid by the person requesting such exchange ar transfer as a
condition precedent to the exercise of the privilege of making such exchange or transfer.
No other charge shall be made for the privilege of making such transfer or exchange. The
provisions of the Illinois Bond Replacement Act shall govern the replacement of lost,
destroyed or defaced certificates.
The Village and the registrar may deem and treat the person in whose name any
certificate shall be registered upon the registration books as the absolute owner of such
certificate, whether such certificate shall be overdue ar not, for the purpose of receiving
payment of, or on account of, the principal of or interest thereon and for all other purposes
whatsoever, and all such payments so made to any such registered owner or upon his order
shall be valid and effectual to satisfy and discharge the liability upon such certificate to the
extent of the sum or sums so paid, and neither the Village nor the registrar shall be affected
by any notice to the contrary.
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Section 8. Nature of Obligations. For the purpose of providing funds
necessary to pay amounts required under the Installment Purchase Agreement, the Village
agrees and covenants to make provision therefor in each annual budget to be adopted by
the President and Board of Trustees of the Village. The obligation of the Village to make the
payments required under the Installment Purchase Agreement constitutes a contractual
obligation of the Village, subject to annual appropriation and payable without priority from
the general fund of the Village. There is no statutory authority for the levy of a special tax
unlimited as to rate or amount to pay amounts due under the Installment Purchase
Agreement. No person shall have the right to mandamus any tax in connection with
payments to be made under the Installment Purchase Agreement.
Section 1 ~. Form of Certificates. The certificates shall be issued as fully
registered certificates and shall be in substantially the following form, the blanks to be
appropriately completed when the certificates are printed:
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Na.
INTEREST RATE
4.50%
United States of America
State of Illinois
County of Will
VILLAGE OF PLAINFIELD
GENERAL FUND CERTIFICATE,
SERIES 2002
MATURITY DATE
July 15, 20_
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DATED DATE
July 15, 2002
Dollars ($ )
The VILLAGE OF PLAINFIELD, a municipal corporation of the State of Illinois situate
in the County of Will, acknowledges itself indebted and for value received hereby promises
to pay to the registered owner of this certificate, or registered assigns, the principal amount
specified above an the maturity date specified above, and to pay interest on such principal
amount from the date hereof at the interest rate per annum specified 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 on January 15, 2003 and semiannually thereafter on
January 15 and July 15 in each year until the principal amount shall have been paid, to the
registered owner of record hereof as of the 1 ~t day of the calendar month of such interest
payment date, by wire transfer pursuant to an agreement by and between the Village and
the registered owner, ar otherwise by check or draft mailed to the registered owner at the
address of such owner appearing on the registration books maintained by the Village far
such purpose at the principal corporate trust office of First Midwest Bank, in the City of
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Joliet, fllinois, as registrar or its successor (the "Registrar"). This certificate, as to principal
when due, will be payable in lawful money of the United States of America upon
presentation and surrender of this certificate at the office of the Registrar.
This certificate is one of a series of certificates issued in the aggregate principal
amount of $4,700,000, which are authorized and issued under and pursuant to the
provisions of Section 11-61-3 of the Illinois Municipal Code, E5 Illinois Compiled Statutes
5, and the Local Government Debt Reform Act, 30 Illinois Compiled Statutes 350, and under
and in accordance with an ordinance adopted by the President and Board of Trustees of the
Village on July 1, 2002 and entitled: "Ordinance Approving an Installment Purchase
Agreement and Authorizing the Issuance of $4,700,000 General Fund Certificates, Series
2002, of the Village of Plainfield, Illinois" (the "ordinance").
The Village Treasurer, as the nominee seller for the various contractors who will
design and construct various improvements and the. Village have entered into the
Installment Purchase Agreement, dated as of July 15, 2002 (the "Installment Purchase
Agreement"), pursuant to which the Village will acquire and construct a new Village Hall.
At the direction and with the consent of the Village, the Village Treasurer, as nominee seller
under the Installment Purchase Agreement, has assigned his rights to receive amounts due
under the Installment Purchase Agreementto First Midwest Bank, in its capacity as registrar
for the certificates, as assignee far the benefit of the cetificateholders. This certificate
evidences the fractionalized interest in the right of the owner hereof to receive payment of
amounts due under the Installment Purchase Agreement.
FOR THE PURPQSE OF PROVIDING FUNDS NECESSARY TO PAY
AMOUNTS DUE UNDERTHE INSTALLMENT PURCHASEAGREEMENT,
THE VILLAGE HAS AGREED AND COVENANTED TO MAKE PROVISION
THEREFOR IN EACH ANNUAL BUDGET TO BE ADOPTED BY THE
PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE. THE
OBLIGATION OF THE VILLAGE TO MAKE PAYMENT OF AMOUNTS
DUE UNDER THE .INSTALLMENT PURCHASE AGREEMENT
CONSTITUTES A CONTRACTUAL OBLIGATION OF THE VILLAGE,
SUBJECT TO ANNUAL APPROPRIATION AND PAYABLE WITHOUT
PRIORITY FROM THE GENERAL FUND OF THE VILLAGE. THERE IS NO
STATUTORY AUTHORITY FOR THE LEVY OF A SPECIAL TAX
UNLIMITED AS TO RATE OR AMOUNT TO PAY AMOUNTS DUE
UNDER THE INSTALLMENT PURCHASE AGREEMENT. NO PERSON
SMALL HAVE THE RIGHT TO MANDAMUS ANYTAX IN CONNECTION
WITH PAYMENTS TO BE MADE UNDER THE INSTALLMENT
PURCHASE AGREEMENT.
The certificates of such series are subject to redemption prior to maturity at the
option of the Village and upon notice as herein provided, from such maturities and in such
principal amounts as the Village shall determine, and within a maturity by lot, an and an any
date thereafter, at a redemption price equal to the principal amount thereof to be redeemed.
Notice of the redemption of certificates will be mailed not less than 30 days nor more
than 6p days prior to the date fixed for such redemption to the registered owners of
certificates to be redeemed at their last addresses appearing on such registration books.
The certificates or portions thereof specified in said notice shall become due and payable at
the applicable redemption price an the redemption date therein designated, and if, an the
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redemption date, moneys for payment of the redemption price of all the certificates or
portions thereof to be redeemed, together with interest to the redemption date, shall be
available for such payment on said date, 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 certificates
or portions thereof shall cease to accrue and become payable.
This certificate is transferable only upon such registration books by the registered
owner hereof in person, or by his attorney duly authorized in writing, upon surrender hereof
at the office of the Registrar together with a written instrument of transfer satisfactory to
the Registrar duly executed by the registered owner or by his duly authorized attorney, and
thereupon a new registered certificate or certificates, in any denomination and of the same
aggregate principal amount, maturity and interest rate as this certificate shall be issued to
the transferee in exchange therefor. In like manner, this certificate may be exchanged for
an equal aggregate principal amount of certificates of the same maturity and interest rate
and of any denomination. The Village or the Registrar may make a charge sufficient for the
reimbursement of anytax, fee or other governmental charge required to be paid with respect
to the transfer or exchange of this certificate. No other charge shall be made for the
privilege of making such transfer or exchange. The Village and the Registrar may treat and
consider the person in whose name this certificate is registered as the absolute owner
hereof for the purpose of receiving payment of, or on account of, the principal and interest
due hereon and far all other purposes whatsoever.
This certificate shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been duly executed by the Registrar.
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It is hereby certified, recited and declared that this certificate is issued in part
pursuant to the Local Government Debt Reform Act, that all acts, conditions and things
required to be done, exist and be performed precedent to and in the issuance of this
certificate in order to make it a legal, valid and binding obligation of the Village 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 certificates of which this certificate is one, together with all
other indebtedness of the Village, is within every debt or other limit prescribed by law.
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IN WITNESS WHEREOF, the Village of Plainfield has caused this certificate to be
executed in its name and on its behalf by the manual or facsimile signature of its Village
President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise
reproduced hereon and attested by the manual ar facsimile signature of its Village Clerk.
Dated: July 15, 2002
VILLAGE OF PLAINFIELD
Village President
Attest:
Village Clerk
CERTIFICATE OF AUTHENTICATION
This certificate is one of the General Fund
Certificates, Series 2002, described in the
within mentioned Ordinance.
FIRST MIDWEST BANK,
as Registrar
By
Authorized Signer
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ASSIGNMENT
For value received the undersigned sells, assigns and transfers unto
constitutes and appoints
the within certificate and hereby irrevocably
attorney to transfer the said
certificate on the books kept for registration thereof, with full power of substitution in the
premises.
Dated:
Signature Guarantee:
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Section 11. Debt Service Account. Moneys appropriated and set aside for
the purpose of paying principal of and interest on the certificates when and as the same
came due, and all other moneys to be used for the payment of the principal of and interest
on the certificates, shall be deposited in the "2002 Debt Service Account," which is hereby
established as a special account of the Village and shall be administered as a bona fide debt
service fund under the Internal Revenue Code of 1986.
Pursuant to Section 13 of the Local Government Debt Reform Act, the moneys
deposited or to be deposited into the 2002 Debt Service Account, are pledged as security
for the payment of the certificates. All such moneys shall immediately be subject to the lien
of such pledge without any physical delivery or further act and the lien of such pledge shall
be valid and binding as against all parties having claims of any kind in tort, contract or
otherwise against the Village irrespective of whether such parties have notice thereof.
Section 12. Certificate Proceeds Account. All of the proceeds of sale of
the certificates shall be deposited in the "2002 Certificate Proceeds Account," established
under the Installment Purchase Agreement as a special account of the Village. Moneys in
the 2002 Certificate Proceeds Account shall be used for the payment of costs of the Project
and for the payment of costs of issuance of the certificates, but may hereafter be
reappropriated and used for other purposes if such reappropriation ispermitted under I Ilinois
law and will not adversely affect the exclusion from gross income for Federal income tax
purposes of interest on the certificates. All withdrawals from the 2002 Certificate Proceeds
Account shall be made in accordance with Section 17(b) of the Local Government Debt
Reform Act.
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Section 13. Investment Regul®tions. Na investment shall be made of any
moneys in the 2002 Debt Service Account or the 2002 Certificate Proceeds Account except
in accordance with the tax covenants set Earth in Section 14 of this ordinance and Section
8 of the Installment Purchase Agreement. All income derived from such investments in
respect of moneys ar securities in any Account shall be credited in each case to the Account
in which such moneys nr securities are held.
Any moneys in any Account that are subject to investment yield restrictions maybe
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, or in
any tax-exempt bond that is not an "investment property" within the meaning of Section
14$(b)(2) of the Internal Revenue Cade of 1986. The Treasurer of the Village and agents
designated by him are hereby authorized to submit, on behalf of the Village, subscriptions
for such United States Treasury Securities and to request redemption of such United States
Treasury Securities.
Section 14. Tax Covenants. The Village shall not take, or omit to take, any
action lawful and within its power to take, which action or omission would cause interest
on any certificate to became subject to Federal income taxes in addition to Federal income
taxes to which interest an such certificate is subject on the date of original issuance thereof.
The Village shall not permit any of the proceeds of the certificates, ar any facilities
financed with such proceeds, to be used in any manner that would cause any certificate to
constitute a "private activity bond" within the meaning of Section 141 of the Internal
Revenue Code of 1986.
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The Village shall not permit any of the proceeds of the certificates or other moneys
to be invested in any manner that would cause any certificate to constitute an "arbitrage
bond" within the meaning of Section 148 of the Internal Revenue Code of 1986 or a "hedge
bond" within the meaning of Section 149(8) of the Internal Revenue Code of 1986.
The Village shall comply with the provisions of Section 148(f) of the Internal Revenue
Code of 1986 relating to the rebate of certain investment earnings at periodic intervals to the
United States of America.
S®ction 15. Bank Clualified Designation. The Village hereby designates
the Installment Purchase Agreement as evidenced by the certificates as a "qualified
tax-exempt obligation" as defined in Section 265(b)(3)(B) of the Internal Revenue Code of
1986. The Village represents that the reasonably anticipated amount of tax-exempt
obligations that are required to betaken into account for the purpose of Section 265(b)(3)(C)
of the Cade and will be issued by or on behalf of the Village and all subordinate entities of
the Village during 2002 does nat exceed $10,000,000. The Village covenants that it will not
designate and issue more than $10,000,000 aggregate principal amount of tax-exempt
obligations in the year in which the Installment Purchase Agreement is executed and the
certificates are issued. For purposes of the two preceding sentences, the term Ntax-exempt
obligations" includes "qualified 501(c)(3) bonds" (as defined in the Section 145 of the
Internal Revenue Code of 1986) but does not include other "private activity bonds" (as
defined in Section 141 of the Internal Revenue Code of 1986).
Section 7 B. Registrar. The Village covenants that it shall at all times retain
a registrar with respect to the certificates, that it will maintain at the designated office of
such registrar a place where certificates may be presented for payment and registration of
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transfer or exchange and that it shall require that the registrar maintain proper registration
books and perform the other duties and obligations imposed upon the registrar by this
ordinance in a manner consistent with the standards, customs and practices of the
municipal securities business.
The registrar shall signify its acceptance of the duties and obligations imposed upon
it by this ordinance by executing the certificate of authentication on any certificate, and by
such execution the registrar shall be deemed to have certified to the Village that it has
accepted such duties and obligations not only with respect to the certificate so
authenticated but with respect to all the certificates. The registrar is the agent of the Village
and shall not be liable in connection with the performance of its duties except far its own
negligence or default. The registrar shall, however, be responsible for any representation
in its certificate of authentication on the certificates.
The Village may remove the registrar at any time. In case at any time the registrar
shall resign 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 registrar, or of its
property, shall be appointed, or if any public officer shall take charge or control of the
registrar or of its property ar affairs, the Village covenants and agrees that it will thereupon
appoint a successor registrar. The Village shall mail notice of any such appointment made
by it to each registered owner of certificates within twenty days after such appointment.
Section 17. Defeessnce and Payment of Certificates. (A) Ifthe Village
shall pay or cause to be paid to the registered owners of the certificates, the principal and
interest due or to became due thereon, at the times and in the manner stipulated therein and
in this ordinance, then the pledge of taxes, securities and funds hereby pledged and the
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covenants, agreements and other obligations of the Village to the registered owners and the
beneficial owners of the certificates shall be discharged and satisfied.
(B) Any certificates or interest installments appertaining thereto, whether at or
prior to the maturity or the redemption date of such certificates, shall be deemed to have
been paid within the meaning of paragraph (A) of this Section if (1) in case any such
certificates are to be redeemed prior to the maturity thereof, there shall have been taken all
action necessary to call such certificates for redemption and notice of such redemption shall
have been duly given or provision shall have been made for the giving of such notice, and
(2) there shall have been deposited intrust with a bank, trust company or national banking
association acting as fiduciary for such purpose either (i) moneys in an amount which shall
be sufficient, or (ii) "Federal Obligations" as defined in paragraph (C) of this Section, the
principal of and the interest on which when due will provide moneys which, together with
any moneys on deposit with such fiduciary at the same time for such purpose, shall be
sufficient, to pay when due the principal of and interest due and to become due an said
certificates on and prior to the applicable redemption date or maturity date thereof.
(C) As used in this Section, the term "Federal Obligations" means (i)nnn-callable,
direct obligations of the United States of America, (ii} non-callable and non-prepayable,
direct obligations of any agency of the United States of America, which are unconditionally
guaranteed by the United States of America as to full and timely payment of principal and
interest, (iii) non-callable, non-prepayable coupons or interest installments from the
securities described in clause (i) or clause (ii) of this paragraph, which are stripped pursuant
to programs of the Department of the Treasury of the United States of America, or (iv)
coupons or interest installments stripped from bonds of the Resolution Funding Corparation.
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Section 18. Ordinance to Constitute a Contract.. The provisions of this
ordinance shall constitute a contract between the Village and the registered owners of the
certificates. Any pledge made in this ordinance and the provisions, covenants and
agreements herein set forth to be performed by or on behalf of the Village shall be for the
equal benefit, protection and security of the owners of any and all of the certificates. All of
the certificates, regardless of the time or times of their issuance, shall be of equal rank
without preference, priority or distinction of any of the certificates over any other thereof
except as expressly provided in or pursuant to this ordinance. This ordinance shall
constitute full authority for the issuance of the certificates and to the extent that the
provisions of this ordinance conflict with the provisions of any other ordinance or resolution
of the Village, the provisions of this ordinance shall control. If any section, paragraph or
provision of this ordinance shall be held to be invalid or unenforceable for any reason, the
invalidity ar unenforceability of such section, paragraph or provision shall not affect any of
the remaining provisions of this ordinance.
Section 19. Publication. The Village Clerk is hereby authorized and directed
to publish this ordinance in pamphlet farm and to file copies thereof for public inspection
in her office.
Section 20. EfFective Date. This ordinance shall become efFective upon its
passage, approval and publication in pamphlet form.
-22-
Adapted this 1 ~ day of July, 2002, by roll call vote as follows:
Ayes: John Cherry, Stephen Calabrese, Michael Collins,
List Kathy O'Connell, Mayor Richard Rock.
Names
Nays: Ron Swalwell and Stephen Thomson.
Approved: July 1, 2002
Village Pre iden
Published in pamphlet form: July 2, 2002
ilfag"e~lerl~~
-23-
CERTIFICATE
I, Susan Janik, Village Clerk of the Village of Plainfield, Illinois, hereby certify that the
foregoing ardinance entitled: "Ordinance Approving an Installment Purchase Agreement
and Authorizing the Issuance of $4,700,000 General Fund Certificates, Series 2002, of the
Village of Plainfield, Illinois," is a true copy of an original ordinance that was duly adopted
by the recorded affirmative votes of a majority of the members of the President and Board
of Trustees of the Village at a meeting thereof that was duly called and held at 7:00 p.m. on
July 1, 2002, in the Village Hall at 530 West Lockport Street, Second Floor, in the Village,
and at which a quorum was present and acting throughout, and that said copy has been
compared by me with the original ordinance signed bythe Village President on July 1, 2002,
and thereafter published in pamphlet form on July 2, 2002 and recorded in the Ordinance
Book of the Village and that it is a correct transcript thereof and of the whole of said
ordinance, and that said ordinance has not been altered, amended, repealed or revoked, but
is in full force and effect.
tN WITNESS WHEREOF, t have hereunto set my hand and affixed the seal of the
Village this ~_ day of July, 2002.
~ _ -
__~ _ _ .-
~(rSE~L)
~'
illage Clerk
-24-
Doc #:CHI02 (265502-00008) 60081142v1;6/25/2002ITime:10:44
INSTALLMENT PURCHASE AGREEMENT
INSTALLMENT PURCHASE AGREEMENT (the "Purchase Agreement"), dated
as of July 15, 2002, by and between the Village of Plainfield, Illinois (the "Village") and Karen
Ivlow, the Village Treasurer of the Village of Plainfield, Illinois (the "Village"), as the nominee
seller (the "Nominee Seller") for the hereinafter defined Project.
RECITALS:
1. The Village desires to arrange for the acquisition and construction of a new
Village Hall (the "Project"). The Project consists of the acquisition of land and the construction,
furnishing and equipping of improvements thereon, which shall constitute the new Village Hall
facility to be located at 24000 West Lockport Street, in the Village.
2. The estimated total cost of the Project, including land acquisition,
construction, equipping, architectural, engineering, legal, financial and other expenses, is
$4,700,000, all of which is to be financed pursuant to this Purchase Agreement.
3. Pursuant to the provisions of Section 11-61-3 of the Illinois Municipal Code,
65 Illinois Compiled Statutes 5 (the "Act"), the Village has the power, among other things, to
purchase or lease either real or personal property for public purposes pursuant to contracts which
provide for the consideration for such purchase or lease to be paid through installments to be made
at stated intervals during a certain period of time, but in no case shall such contracts provide for
the consideration to be paid during a period of time in excess of twenty years. The indebtedness
incurred under Section 11-61-3 of the Act, when aggregated with existing indebtedness of the
Village, may nat exceed the debt limits provided in Division 5 of Article S of the Act.
4. Pursuant to and in accordance with the provisions of the Act and the Local
Government Debt Reform Act, 30 Illinois Compiled Statutes 350 (the "Local Government Debt
Reform Act") and pursuant to an ordinance adopted by the President and Boazd of Trustees of the
Village. on July 1, 2002 and entitled: "Ordinance Approving and Authorizing Execution of an
Installment Purchase Agreement and the Issuance of $4,700,000 General Fund Certificates, Series
2002, of the Village of Plainfield, Illinois" (the "Ordinance"), the Village desires to enter into
this Purchase Agreement, which provides far the purchase of the Project, with a repayment term
not to exceed twenty years.
S. This Purchase Agreement is a contract as described in the Act and
constitutes a bond as described in the Local Government Debt Reform Act. This Purchase
Agreement is issued in part pursuant to the provisions of the Local Government Debt Reform Act
and this recital shall be conclusive as against the Village, the Board of Trustees of the Village and
any other person as to the validity of this Purchase Agreement and its compliance with the
provisions of the Local Government Debt Reform Act.
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements
hereinafter set forth and other valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. Pursuant to the Ordinance, the Village will issue its $4,700,000 aggregate
principal amount of General Fund Certificates, Series 2002, dated July 15, 2002 (the
"Certificates") evidencing fractionalized interests of the owners thereof in the right to receive
amounts due hereunder. The Nominee Seller has entered into an Assignment Agreement, dated
as of duly 15, 2002 (the "Assignment Agreement"), with First Midwest Bank in its capacity as
registrar for the Certificates, as assignee on behalf of the holders from time to time of the
Certificates (the "Assignee"), providing fvr the sale and assignment of this Purchase Agreement
(including specifically, the right to receive the payments due hereunder), by the Nominee Seller
to the Assignee.. The Village hereby consents to such sale and assignment of this Purchase
Agreement pursuant to the Assignment Agreement. No other transfer or assignment of this
Purchase Agreement, or any term or provision hereof, may be made hereunder without the prior
written consent of the parties hereto. Any other such transfer or assignment, without the prior
written consent of the parties hereto, shall not vest in the transferee or assignee any right, title or
interest in this Purchase Agreement or the Project. The Assignee, as the purchaser and assignee
of this Purchase Agreement, shall not assume any liability for the performance of any contractor,
all such liability, if any, being specifically waived by the Village.
2. Pursuant to Section 17(b) of the Local Government Debt Reform Act, the
Village Treasurer, as Nominee Seller, and the Village are authorized to enter into this Purchase
Agreement and, when this Purchase Agreement is fully executed and filed with the Nominee
Seller, the Village will be authorized to issue the Certificates evidencing the indebtedness incurred
by the Village under this Purchase Agreement. The Nominee Seller is acting hereunder as the
nominee for the various contractors who will enter into contracts with the Village concerning the
Project, including contracts relating to financial, legal, architectural and engineering services.
Upon the resignation or removal of Karen Jvlow, as Village Treasurer, her successor as Village
Treasurer shall became the Nominee Seller under this Purchase Agreement.
3. The Village hereby agrees to purchase the Project and to pay to the assignee
of this Purchase Agreement (being the holders from time to time of the Certificates) the
installment payments set forth below, which represent principal payments and interest on unpaid
principal as follows:
-2-
Payment Date Installment Pa~tnent
2003 $ 163,500
2004 170,858
2005 178,546
2006 186,581
2007 194,977
2008 203,751
2009 212,920
2010 222,500
2011 232,513
2012 2,933,854
The principal and interest components of each installment payment (the "Debt
Service Payments") made hereunder on the dates specified (the "Debt Service Payment Dates")
are set forth in Exhibit A attached hereto and made a part hereof.
Principal amounts of the Debt Service Payments which become due hereunder are
due July 15 in each yeaz set forth above and are payable in lawful money of the United States of
America.. Principal amounts of the Debt Service Payments due hereunder shall bear interest
(calculated on the basis of a 360-day year consisting of twelve 30-day months) payable in lawful
money of the United States of America on July 15 and January 15 of each year, beginning on
January 15, 2003, at a rate per annum equal to 4.50%.
The principal amounts of the Debt Service Payments shall be subject to prepayment
prior to maturity at the option of the Village, in such principal amounts and from such maturities
as the Village shall determine and by lot within a single maturity, on any date, at a price equal
to the principal amount thereof to be prepaid plus accrued interest to the prepayment date.
Each notice of prepayment shall state the prepayment date and the prepayment price
and shall include a statement that on the prepayment date the prepayment price will become due
and payable upon the principal amount being prepaid and that interest thereon shall cease to accrue
from and after said date. When so called far prepayment, such principal amount will cease to
bear interest on the specified prepayment date, provided funds for prepayment aze available for
such prepayment at that time.
4. Debt Service Payments made hereunder will be deposited into the Debt
Service Account established and maintained under the Ordinance.
5. Moneys received by the Village from the Assignee under the Assignment
Agreement shall be deposited to the credit of a special account of the Village to be known as the
"2002 Certificate Proceeds Account." Moneys in the Certificate Proceeds Account shall be used
for the purpose of paying costs of the Project and for the payment of costs of issuance of the
Certificates, but may hereafter be reappropriated and used far other purposes if the amount
remaining in the 2002 Certificate Proceeds Account after such reappropriation will be sufficient
-3-
to complete the Project and such reappropriation is permitted under Illinois law and will not
adversely affect the exclusion from gross income for Federal income tax purposes of interest on
the Certificates. The Village shall disburse the funds on deposit in the 2002 Certificate Proceeds
Account to (i) pay costs of construction, installation and equipping of the Project (the
"Construction Disbursements") and (ii) pay costs related to the execution and delivery of this
Purchase Agreement and the Certificates. The Construction Disbursements shall be disbursed in
accordance with the Section 17(b) of the Local Government Debt Reform Act.
~. No right, title or interest, legal or equitable, in the Project, or any part
thereof, shall vest, under any circumstances, in any contractor or the Assignee.
7. No extension, change, modification or amendment to or of this Purchase
Agreement shall be made or claimed, and no notice of any extension,' change, modification or
amendment made or claimed shall have any force or effect whatsoever unless it shall be made in
writing and signed by the parties hereto. No changes, modifications or amendments to the
payment or assignment of payment provisions hereof are effective as to the Assignee unless
specifically consented to in writing by the Assignee.
$. The Village recognizes that Section 149(a) of the Internal Revenue Code of
19$6 requires the Certificates and this Purchase Agreement to be issued and to remain in fully
registered form in order that interest thereon is exempt from Federal income taxation under laws
in force at the time this Purchase Agreement is delivered. In this connection, the Village agrees
that it will not take any action to permit the Certificates or this Purchase Agreement to be issued
in, or converted into, bearer or coupon form.
9. The Village hereby represents, warrants and agrees that the obligation to
make the payments due hereunder shall be a contractual obligation of the Village, subject to
annual appropriation and payable without priority from the general funds of the Village and such
other sources of payment as are otherwise lawfully available. The Village has agreed and
covenanted to budget funds of the Village annually and in a timely manner so as to provide for
the making of all payments when due under the terms of this Purchase Agreement. The Village
represents and warrants that the total amounts due hereunder, together with all other indebtedness
of the Village, are within all statutory and constitutional debt limitations.
10. There is no statutory authority for the levy of a special tax unlimited as to
rate or amount to pay the Debt Service Payments due hereunder and that no person shall have the
right to mandamus any tax in connection with payments to be made hereunder.
11. The Village shall not take, or omit to take, any action lawful and within its
power to take, which action or omission would cause interest to be paid under this Purchase
Agreement to become subject to Federal income taxes in addition to Federal income taxes to
which interest thereon is subject on the date of execution thereof.
-4-
The Village shall not permit any of the Project financed with such proceeds, to be
used in any manner that would cause this Purchase Agreement to constitute a "private activity
bond" within the meaning of Section 141 of the Code.
The Village shall not permit any moneys to be invested in any manner that would
cause this Purchase Agreement to constitute an "arbitrage bond" within the meaning of Section
14$ of the Code or a "hedge bond" within the meaning of Section 149(8) of the Code.
The Village shall comply with the provisions of Section 14$(f) of the Code relating
to the rebate of certain investment earnings at periodic intervals to the United States of America.
Pursuant to Section 265(b)(3)(B) of the Code, the Village hereby designates this
Purchase Agreement as a "qualified tax-exempt obligation" as defined in Section 265(b)(3) of the
Code. The Village represents that the reasonably anticipated amount of tax-exempt obligations
that will be issued by the Village and all subordinate entities of the Village during the calendar
year 2002 does not exceed $10,000,000. The Village covenants that it will not designate and issue
more than $10,000,000 aggregate principal amount oftax-exempt obligations in the calendar year
2002. For purposes of the twv preceding sentences, the term "tax-exempt obligations" includes
"qualified 501(c)(3) bonds" (as defined in Section 145 of the Code) but does not include other
"private activity bonds" (as defined in Section 141 of the Code).
12. The covenants and agreements herein contained shall extend to and be
obligatory upon the heirs, executors, administrators and assigns of the respective parties.
13. In the event any provision of the Purchase Agreement shall be held invalid
or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
14. If the Village should default in the performance of its obligations hereunder,
the owner of this Purchase Agreement shall be entitled to collect from the Village all costs, fees
and expenses incurred by such owner in regard to the same, including but not limited to
reasonable attorneys', fees and expenses, and the Village shall pay the same upon demand therefor.
15. This Purchase Agreement may be executed in several counterparts, each of
which shall be an original and all of which shall constitute one and the same instrument.
-S-
IN WITNESS WHEREOF, the parties to this Purchase Agreement have hereunto
set their hands this 1S`~ day of July, 2002.
KAREN TVLOW,
VILLAGE TREASURER,
as Nominee Seller
qq ~~~ f
wf ~' ~V
VILLAGE OF PLAINFIELD
B ~
Village Pres dent
ATTEST:
~fillage Clerk
(SEAL)
-6-
EXHIBIT A
ment Date
Pa Frinci al Com anent Interest Com onent Debt Service Payment
y
January 15, 2003 $ -0- $105,749.99 $ 105,749.99
July 15, 2003 163,500 105,749.99 269,249.99
January 1S, 2004 -0- 102,071.24 102,071.24
July 15, 2004 170,858 102,071.24 272,928.74
January 15, 2005 -0- 98,226.95 98,226.95
July 15, 2005 178,546 98,226.95 276,773.03
January 1S, 2006 -0- 94,209.66 94,209.66
July 15, 2006 186,581 94,209.66 280,790.32
January 15, 2007 -0- 90,011.59 90,011.59
July 15, 2007 194,977 90,011.59 284,988.60
January 15,2008 -0- 85,624.61 85,624.61
July 15, 2008 203,751 85,624.61 289,375.61
January 1S, 2009 -0- 81,040.21 81,040.21
July 1S, 2009 212,920 81,040.21 293,960.22
January 15, 2010 -0- 76,249.51 76,249.21
July 1S, 2010 222,500 76,249.51 298,749.52
January 15,2011 -0- 71,243.26 71,243.26
July 15, 2011 232,513 71,243.26 303,756.27
January 15, 2012 -0- 66,011.72 66,011.72
July 1S, 2012 2,933,854 66,011.72 2,999,866.04
_7_
Doc #:CH1tl2 (285502-o0tl08) 60081149v1;8125/2tltl~me:10:58
ASSIGNMENT AGREEMENT RELATING TO AN
INSTALLMENT PURCHASE AGREEMENT IN CONNECTION WITH
THE ACQUISTTION AND CONSTRUCTION OF A NEW VILLAGE HALL
TO BE OWNED BY THE VILLAGE OF PLAINFIELD, ILLINOIS
THIS ASSIGNMENT AGREEMENT, dated as of July 15, 2002, is made by and
between Karen Ivlow, the Village Treasurer of the Village of Plainfield, Illinois (the "Assignor")
and First Midwest Bank (the "Assignee");
WITNESSETH:
WHEREAS, the Village of Plainfield, Illinois (the "Village") and Karen Ivla, the
Village Treasurer of the Village, acting as Nominee Seller, have entered into an Installment
Purchase Agreement (the "Agreement"), with respect to the acquisition and construction of a new
Village Hall to be owned by the Village and a copy of the Agreement is attached hereto; and
WHEREAS, a portion of the purchase price for the Project is to be paid on an
installment basis as provided in the Agreement; and
WHEREAS, the Assignor, as the Nominee Seller under the Agreement, wishes to
assign and transfer to the Assignee all of its rights, title and interest in and to all of the payments
to be made to the Assignor by the Village under the Agreement;
NOW, THEREFORE, in consider;~tion of the mutual covenants and agreements
hereinafter contained, and other valuable consideration, it is mutually agreed between the Assignor
and the Assignee as follows:
1. That the Assignor hereby assigns and transfers to the Assignee for the sole
benefit of the holders from time to time of the General Fund Certificates, Series 2002, of
the Village, all of its rights, title and interest in and to all of the payments to be made to
the Assignor by the Village under the Agreement.
2. That the Assignor further agrees that it shall at any. time hereafter, upon the
request of the Assignee, make, execute and deliver all other documents, acts and things
as may be necessary or proper to perfect said transfer and cause said payments to be made
to the Assignee.
3. That the Assignee shall have no obligation or liability under the Agreement
by reason of or arising out' of, this Assignment; nor shall the Assignee be obligated to
perform any of the obligations ar duties thereunder of the Assignor ox of the Village.
4. As consideration for the purchase by assignment of the Agreement
payments, the Assignee agrees to pay the proceeds of sale of the General Fund
Certificates, Series 2002, to the Village for deposit into the 2002 Certificate Proceeds
Account of the Village established under the Agreement.
5. That the Assignor shall not agree to any amendment of nor departure from
the Agreement affecting in any way the payments to be received by the Assignee.
6. That the Assignor hereby grants the Assignee full power and authority to
collect, receive and give receipts for all sums due, or to become due under the Agreement,
and in the name of the Assignor, or otherwise, to take all actions that Assignor would be
entitled to take thereunder.
7. That this Assignment may be executed in several counterparts, each of
which shall be an original, and all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Assignor and the Assignee have each caused this
Assignment to be executed, all as of the 15`~ day of July, 2002.
KAREN IVLOW,
Village Treasurer, as Nominee Seller
,~ ~ ~ '
By
FIRST MIDWEST BANK,
as Registrar J
r~ ~~ -
By ~
Its: v,~~ , .,~.:~..~, ~;
-z-
Doc #:CHID2 (285502-00008) BDa81148v1;6CL5/200Nme:10:35
07/12/2002 10:54 FAX 815 4x9 4169
.III-
_~ First Midwest
:,~~~r
July 12, 2002
Va.llage of Plainf~.eld
Attn; Chris M~.nick
530 W. Lockport Street
Plainfield, IL 60544
Fi1B-Pi.FA CObiM
RE: Frst D~3dmest Trust #6333
Wallin Woods
67707/27114
Dear Mx. Minick
~ 002/002
First Midwest Bank, N.A_
4111 West T..trikport Street
Plain5eld, Illinois 60544-IK57
(RlS)436-?211
~ - P ~ ec~S•e Crew.
D``''--e ~-
Q' ~Ti ~C
The amount necessary for us to release our lien on the above
referenced property as of July 15, 2002 is as follows:
Principal Balance: ~ 566,151.01
Interest from 02/19/x2 11,250.68
TOTAL FUNDS REQUIRED $ 577.401.69
PER DIEM: $ 77.0&
Payment shall be accepted before 4:00 p.m. Monday-Friday
excluding holidays at the First Ma.dwest Bank office located at
410 w. Lockport Street, Plainfield, I~. 60544. An unrecorded deed
will be provided upon receipt of the required funds.
5inc~ely,
R(~c'~iarcT'D. h ge
Vice Presid nt d
Commercial Banking Officer
~~
LENDER