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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. -2- 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 -3- 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. -4- 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 -5- 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 -6- 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 _7_ 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. _g_ 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: -9- 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 -10- 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 -12- 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. -13- 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. -14- 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 -15- 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: -16- 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. _17_ 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. -18- 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 -19- 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 -2Q- 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. -21- 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