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HomeMy Public PortalAboutOrdinance 3654 VILLAGE OF PLAINFIELD,ILLINOIS ORDINANCE NUMBER 3654 SUPPLEMENTAL ORDINANCE AUTHORIZING THE ISSUANCE OF WATER AND SEWER SYSTEM REVENUE REFUNDING BONDS OF 2024 OF THE VILLAGE OF PLAINFIELD,ILLINOIS Adopted: April 15, 2024 300746456v8_265502-00008 SUPPLEMENTAL ORDINANCE AUTHORIZING THE ISSUANCE OF WATER AND SEWER SYSTEM REVENUE REFUNDING BONDS OF 2024 OF THE VILLAGE OF PLAINFIELD, ILLINOIS BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF PLAINFIELD,ILLINOIS,AS FOLLOWS: ARTICLE I Definitions and Interpretations Section 101. Short Title. This ordinance may hereafter be cited by the Village, and is hereinafter sometimes referred to, as the "2024 Bond Ordinance." Section 102. Definitions and Terms. As used or referred to in this 2024 Bond Ordinance, all words and terms defined in Section 101 of the 2008 Water and Sewer System Revenue Bond Ordinance of the Village, being Ordinance Number 2785 adopted September 15, 2008, shall have the meaning ascribed thereto in said Section 101. In addition, as used or referred to in this 2024 Bond Ordinance, unless a different meaning clearly appears from the context: "Escrow Agent" means UMB Bank, N.A. "Prior Bonds" means any of the $9,365,000 outstanding principal amount of First Lien Water and Sewer System Revenue Refunding Bonds, Series 2015, of the Village maturing on or after May 1, 2025, so designated by the Series 2024 Bond Order. "Series 2024 Bond" means the First Lien Water and Sewer System Revenue Refunding Bonds, Series 2024 authorized by Section 301 of this 2024 Bond Ordinance. "Series 2024 Bond Order" means the Series Bond Order with respect to the Series 2024 Bonds. "2024 Bond" means any Series 2024 Bond. "2024 Escrow Agreement"means the 2024 Escrow Agreement by and between the Village and the Escrow Agent. "2024 Escrow Fund" means the fund so designated that is established pursuant to the 2024 Escrow Agreement. "2024 Expense Fund" means the fund so designated that is herein established by the Village. Articles and Sections mentioned by number are the respective Articles and Sections of this 2024 Bond Ordinance so numbered. "Herein," "hereunder," "hereby," "hereto" and"hereof' and any similar terms refer to this 2024 Bond Ordinance; the term "heretofore" means before the adoption of this 2024 Bond Ordinance; and the term "hereafter" means after the adoption of this 2024 Bond Ordinance. Words importing persons include firms, association and corporations, and words importing the singular number include the plural number and vice versa. Section 103. Successors and Assigns. Whenever in this 2024 Bond Ordinance the Village is named or referred to, it shall and shall be deemed to include its successors and assigns whether so expressed or not. All of the covenants, stipulations, obligations, and agreements by or on behalf of, and other provisions for the benefit of, the Village contained in this 2024 Bond Ordinance shall bind and inure to the benefit of such successors and assigns and shall bind and inure to the benefit of any officer,board, commission, authority, agent or instrumentality to whom or to which there shall be transferred by or in accordance with law any right, power or duty of the Village,or of its successors or assigns,the possession of which is necessary or appropriate in order to comply with any such covenants, stipulations, obligations, agreements or other provisions of this 2024 Bond Ordinance. Section 104. Parties Interested Herein. Nothing in this 2024 Bond Ordinance expressed or implied is intended or shall be construed to confer upon, or give to, any person or corporation, other than the Village, the Bond Registrar, any Bond Insurer of 2024 Bonds and the holders of the 2024 Bonds any right, remedy or claim under or by reason of this 2024 Bond Ordinance, the 2008 Water and Sewer System Revenue Bond Ordinance or any covenant, condition or stipulation hereof. All the covenants, stipulations, promises and agreements in this 2024 Bond Ordinance or the 2008 Water and Sewer System Revenue Bond Ordinance contained by and on behalf of the Village shall be for the sole and exclusive benefit of the Village, the Bond Registrar, any Bond Insurer of 2024 Bonds and the holders of the 2024 Bonds. Section 105. Severability of Invalid Provision. If any one or more of the covenants or agreements provided in this 2024 Bond Ordinance on the part of the Village or the Bond Registrar to be performed should be contrary to law, then such covenant or covenants, agreement or agreements, shall be deemed separable from the remaining covenants and agreements, and shall in no way affect the validity of the other provisions of this 2024 Bond Ordinance or of the 2024 Bonds. ARTICLE II Findings and Determinations Section 201. Authority for 2024 Bond Ordinance. This 2024 Bond Ordinance is adopted pursuant to Section 6 of Article VII of the Illinois Constitution of 1970 and is a Supplemental Ordinance as referred to in clause (7) of Section 801 of the 2008 Water and Sewer System Revenue Bond Ordinance. In the exercise of its powers as a home rule unit, the Village has ascertained and hereby determines that each and every act, matter, thing or course of conduct as to which provision is made in this 2024 Bond Ordinance is necessary in order to carry out and effectuate the public purposes of the Village and to further secure the payment of the principal or Redemption Price of and interest on the 2024 Bonds. Section 202. Redemption and Refunding of Prior Bonds. The Village hereby determines to redeem the Prior Bonds on a date designated in the Series 2024 Bond Order, and to provide for the refunding of the Prior Bonds. In accordance with the provisions of Section 1201 of the 2008 Water and Sewer System Revenue Bond Ordinance, the Village shall apply a portion of the proceeds of sale of the 2024 Bonds and moneys in the Water and Sewer Fund of the Village to provide for the payment of the Redemption Price of the Prior Bonds on the redemption date and for the payment of the interest on the Prior Bonds to become due on and prior to the redemption date. It is found and determined that the refunding of the Prior Bonds is a proper public purpose and is in the public interest. Section 203. Estimated Cost. The estimated cost of the refunding of the Prior Bonds is $9,700,000, inclusive of any discount and costs of issuance to be incurred upon the sale of the 2024 Bonds. Section 204. Appropriation. The sum of$9,700,000 is appropriated for the purpose of paying the costs of the refunding of the Prior Bonds. All expenditures heretofore made by the Village with respect to the refunding of the Prior Bonds are confirmed and ratified. Section 205. Ordinance to Constitute Contract. In consideration of the purchase and acceptance of the 2024 Bonds by those who shall hold the same from time to time, the provisions of this 2024 Bond Ordinance shall be deemed to be and shall constitute contracts between the Village, the Bond Registrar and the holders from time to time of the 2024 Bonds. Any pledge made in this 2024 Bond Ordinance and the covenants and agreements herein set forth to be performed on behalf of the Village shall be for the equal benefit, protection and security of the holders of any and all of the 2024 Bonds. Section 206. Parity Status of 2024 Bonds. The Series 2024 Bonds shall constitute a Series of Additional Bonds issued under the 2008 Water and Sewer System Revenue Bond Ordinance. All of the Series 2024 Bonds shall be of equal rank with all Outstanding First Lien Bonds and other Additional First Lien Bonds issued or to be issued under the 2008 Water and Sewer System Revenue Bond Ordinance, without preference, priority or distinction of any of the First Lien Bonds over any other First Lien Bonds except as expressly provided in or pursuant to the 2008 Water and Sewer System Revenue Bond Ordinance. Section 207. Limited Obligation of 2024 Bonds. The 2024 Bonds shall be limited obligations of the Village payable from the Net Revenues of the System in accordance with the provisions of the 2008 Water and Sewer System Revenue Bond Ordinance. The 2024 Bonds shall not be deemed to constitute general obligations of the Village. Neither the full faith and credit nor the general taxing power of the Village is pledged to the payment of the principal of or interest on the 2024 Bonds. All 2024 Bonds shall be entitled to the benefits of the continuing pledge and lien created by the 2008 Water and Sewer System Revenue Bond Ordinance to secure the full and final payment of the principal or Redemption Price of and interest on the 2024 Bonds. ARTICLE III Authorization, Terms and Issuance of 2024 Bonds Section 301. Authorization of 2024 Bonds. Pursuant to Section 6 of Article VII of the Illinois Constitution of 1970, and subject to and pursuant to the provisions of the 2008 Water and Sewer System Revenue Bond Ordinance, one or more Series of water and sewer system revenue bonds of the Village are hereby authorized to be issued, in the aggregate principal amount of not to exceed$9,700,000,for the purpose of raising funds to pay the costs of refunding the Prior Bonds as authorized in Section 202, including all of the costs described in Section 203. Each 2024 Bond shall be part of a single Series designated as "First Lien Water and Sewer System Revenue Refunding Bonds, Series 2024." The principal amount of Series 2024 Bonds to be issued shall be determined by the Series 2024 Bond Order. The Series 2024 Bond Order shall be signed by either the Village Administrator or the Director of Management Services. The authority delegated to such officers to sign the Series 2024 Bond Order with respect to the 2024 Bonds shall expire on February 28, 2025. Section 302. Particular Terms of the 2024 Bonds. The 2024 Bonds shall be Current Interest Bonds. The 2024 Bonds shall be issuable only as fully registered bonds in the denominations of$5,000 or integral multiples thereof. Each 2024 Bond shall bear a dated date as set forth in the Series 2024 Bond Order. Each 2024 Bond shall bear interest from the later of its dated date or the most recent interest payment date to which interest has been paid or duly provided for. Interest on the 2024 Bonds shall be payable initially on November 1, 2024, or such other date set forth in the Series 2024 Bond Order, semi-annually thereafter on May 1 and November 1 of each year at the respective rates per annum, not in excess of 5.50%, determined in the Series 2024 Bond Order. Interest shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The 2024 Bonds shall mature on May 1 of the years and in the principal amounts, as determined in Series 2024 Bond Order, subject to the limitations that no 2024 Bond shall mature later than May 1, 2034, and aggregate Maximum Annual Debt Service as of the time immediately following the issuance of the 2024 Bonds shall not exceed aggregate Maximum Annual Debt Service as of the time immediately prior to the issuance of the 2024 Bonds. The principal and the Redemption Price of the 2024 Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof at the principal corporate trust office of the Bond Registrar. Interest on the 2024 Bonds shall be payable on each interest payment date to the registered owners of record thereof appearing on the registration books maintained by the Village for such purpose at the principal corporate trust office of the Bond Registrar, as of the close of business on the 15th day of the calendar month next preceding the applicable interest payment date. Interest on the 2024 Bonds shall be paid by wire transfer pursuant to an agreement by and between the Village and the registered owner, or otherwise by check or draft mailed to such registered owners at their addresses appearing on the registration books. The 2024 Bonds shall be subject to redemption prior to maturity as determined by the Series 2024 Bond Order and in accordance with the general provisions relating to redemption as set forth in Article VII of the 2008 Water and Sewer System Revenue Bond Ordinance, at the option of the Village,in such order of maturity as selected by the Village and by lot within a single maturity, at such Redemption Prices as determined by the Series 2024 Bond Order and not in excess of 103% of the principal amount to be redeemed plus accrued interest to the redemption date, for such periods of redemption as determined by the Series 2024 Bond Order. One or more maturities of any of the 2024 Bonds may be made subject to mandatory sinking fund redemption by the application of Sinking Fund Installments due May 1 of one or more years prior to the maturity date of such maturity of 2024 Bonds, all as determined in the Series 2024 Bond Order. All 2024 Bonds subject to mandatory sinking fund redemption shall be redeemed at a Redemption Price equal to the principal amount thereof to be redeemed. The Bond Registrar is authorized and directed to mail notice of the mandatory sinking fund redemption of the 2024 Bonds in the manner provided in Article VII of the 2008 Water and Sewer System Revenue Bond Ordinance. Section 303. Sale of 2024 Bonds. Robert W. Baird&Co. Incorporated is selected as the underwriter of the 2024 Bonds and each of the Village Officers designated pursuant to Section 301 is authorized to sell one or more series of the 2024 Bonds to said underwriter provided that(a) the purchase price paid for each series of the 2024 Bonds is not less than 96% of the principal amount of such series of 2024 Bonds,(b) the underwriting discount is not more than 2.00%of the principal amount for each series of the 2024 Bonds and(c) the present value savings to the Village resulting from the sale of the 2024 Bonds and the refunding of the Prior Bonds is not less than 2.00% of the principal amount of the refunded Prior Bonds. The form of Bond Purchase Agreement for the 2024 Bonds on file with the Village Clerk is approved and the Village Officers are authorized to execute a Bond Purchase Agreement in substantially such form. The sale of each Series of the 2024 Bonds; the determination of the details of the 2024 Bonds and the selection of the Prior Bonds to be refunded shall be evidenced by the Series 2024 Bond Order. A manually executed counterpart of the Series 2024 Bond Order shall be filed with the Village Clerk and with the Bond Registrar. The distribution of the Official Statement with respect to the sale of the 2024 Bonds is hereby ratified, approved and confirmed. The Official Statement is "deemed final" as of its date for purposes of Securities and Exchange Commission Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. The Director of Management Services is authorized and directed to approve a final Official Statement. The Director of Management Services is authorized to approve any changes to the Official Statement and his or her execution of the final Official Statement shall constitute conclusive evidence of his or her approval of such changes to the Official Statement. The Village President, the Village Clerk and the other Village Officers are authorized and directed to do and perform, or cause to be done or performed for or on behalf of the Village each and every thing necessary for the issuance of the 2024 Bonds, including the proper execution and delivery of the 2024 Bonds and the Official Statement. The Village may purchase a Bond Insurance Policy for all or a portion of the 2024 Bonds. The Village Officers are authorized to execute such documents as are necessary to purchase any Bond Insurance Policy and to pay the Bond Insurance Policy premium from the proceeds of the 2024 Bonds. Section 304. Issuance of 2024 Bonds. The 2024 Bonds authorized by Section 301 may be executed by or on behalf of the Village and delivered to the Bond Registrar for authentication and delivery by the Bond Registrar. The Series 2024 Bonds are issued for a purpose specified in Section 311 of the 2008 Water and Sewer System Revenue Bond Ordinance and the Bond Registrar shall not authenticate or deliver to the Village or its order any Series 2024 Bonds unless theretofore or simultaneously therewith the applicable conditions set forth in Section 312 of the 2008 Water and Sewer System Revenue Bond Ordinance shall have been satisfied. Section 305. Authentication and Delivery of 2024 Bonds. The Village President and the Village Clerk are hereby authorized and directed to execute the 2024 Bonds on behalf of the Village, to deliver the executed 2024 Bonds to the Bond Registrar for authentication under the 2008 Water and Sewer System Revenue Bond Ordinance, and to deliver to the Bond Registrar a written order of the Village authorizing and directing the delivery of the 2024 Bonds, to, or upon the order of, the Robert W. Baird & Co. Incorporated, upon such authentication and upon receipt from the Robert W. Baird & Co. Incorporated, of the purchase price for the 2024 Bonds, plus accrued interest on the 2024 Bonds from their date to their date of delivery, and to do and perform, or cause to be done or performed, each and every thing necessary for the issuance and delivery of the 2024 Bonds. Section 306. Application of 2024 Bond Proceeds. The proceeds of sale of the 2024 Bonds shall be paid or applied by the Village as follows: (a) To the Escrow Agent,to be held in the 2024 Escrow Fund established under the 2024 Escrow Agreement, the amount required for the defeasance of the Prior Bonds; and (b) To the Village, to be paid into the 2024 Expense Fund, the balance of such proceeds remaining after the foregoing payment. Accrued interest on the 2024 Bonds to their date of delivery may be paid or applied in the same manner as the proceeds of sale of the 2024 Bonds, or may be paid to the Bond Registrar, to be held in the First Lien Bond Service Account, as specified in the order to authenticate the 2024 Bonds. Section 307. 2024 Expense Fund. The Village hereby establishes the 2024 Expense Fund as a special fund within the Water and Sewer Fund of the Village,which shall be held by the Village. The amounts held in the 2024 Expense Fund shall be applied to the payment of costs of issuance of the 2024 Bonds. Any amount remaining in the 2024 Expense Fund on the 90th day following the date of issuance of the 2024 Bonds, shall, on that date, or as soon thereafter as possible, be withdrawn from the 2024 Expense Fund and paid into the Operating Account. ARTICLE IV Tax Matters Section 401. 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 2024 Bond to become subject to federal income taxes in addition to federal income taxes to which interest on such 2024 Bond is subject on the date of original issuance thereof. The Village shall not permit any of the proceeds of the 2024 Bonds, or any facilities financed with such proceeds, to be used in any manner that would cause any 2024 Bond to constitute a "private activity bond" within the meaning of Section 141 of the Internal Revenue Code of 1986. The Village shall not permit any of the proceeds of the 2024 Bonds or other moneys to be invested in any manner that would cause any 2024 Bond 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(g) of said Code. 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. ARTICLE V Bond Registrar, Book-Entry System and Bond Form Section 501. Appointment of Bond Registrar. Pursuant to Section 1101 of the 2008 Water and Sewer System Revenue Bond Ordinance, UMB Bank, N.A., of Kansas City, Missouri is appointed as Bond Registrar for the Series 2024 Bonds. Section 502. Book-Entry System for Bonds. In order to provide for the initial issuance of the 2024 Bonds in a form that provides for a system of book-entry only transfers,the ownership of one fully registered 2024 Bond for each maturity of each Series of the 2024 Bonds, each in the aggregate principal amount of such maturity, shall be registered in the name of Cede & Co., as a nominee of The Depository Trust Company, New York, New York, as securities depository for the 2024 Bonds. The Director of Management Services and the Bond Registrar are authorized to execute and deliver such letters to, or agreements with, the securities depository as shall be necessary to effectuate such book-entry system. The Village may remove the securities depository at any time. In case at any time the securities depository shall resign or shall be removed or shall become incapable of acting, then the Village shall appoint a successor securities depository to provide a system of book-entry only transfers for the 2024 Bonds,by written notice to the predecessor securities depository directing it to notify its participants (those persons for whom the securities depository holds securities) of the appointment of a successor securities depository. The Village may terminate the system of book-entry only transfers for the 2024 Bonds at any time, by written notice to the securities depository directing it to notify its participants of the availability of bond certificates. In such event,the Village shall issue and the Bond Registrar shall authenticate, register and deliver to the beneficial owners of the 2024 Bonds, bond certificates in replacement of such beneficial owners' beneficial interests in the 2024 Bonds, all as shown in the records maintained by the securities depository. Section 503. Form of Bonds, Bond Registrar's Certificate and Assignment. Subject to the provisions of the 2008 Water and Sewer System Revenue Bond Ordinance,each 2024 Bond, the certificate of authentication by the Bond Registrar and the assignment thereon shall be, respectively, in substantially the following form, with such omissions, insertions, endorsements and variations as to Series, terms of redemption or other provisions or as to recitals of fact as may be required by the circumstances and be required or permitted by the 2008 Water and Sewer System Revenue Bond Ordinance or as may be consistent with the 2008 Water and Sewer System Revenue Bond Ordinance and necessary or appropriate to conform to the rules and requirements of any governmental authority or any usage or requirement of law with respect thereto: No. UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF KENDALL AND WILL VILLAGE OF PLAINFIELD FIRST LIEN WATER AND SEWER SYSTEM REVENUE REFUNDING BOND SERIES 2024 INTEREST RATE MATURITY DATE DATED DATE CUSIP % May 1, , 2024 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: The VILLAGE OF PLAINFIELD, a municipal corporation and a home rule unit of the State of Illinois, acknowledges itself indebted and for value received hereby promises to pay, solely from the sources herein set forth, to the registered owner hereof specified above, or registered assigns, the principal amount specified above on the maturity date specified above, and to pay interest on such principal amount from the dated date of this bond or the most recent interest payment date to which interest has been paid, 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 November 1, 2024, and semiannually thereafter on May 1 and November 1 in each year until the principal amount shall have been paid, by wire transfer pursuant to an agreement by and between the Village and the registered owner, or otherwise by check or draft mailed to the registered owner of record hereof as of the 15th day of the calendar month next preceding such interest payment date, at the address of such owner appearing on the registration books maintained by the Village for such purpose at the principal corporate trust office of UMB Bank, N.A., in the City of Kansas City, Missouri, as bond registrar, or its successor (the "Bond Registrar"). This bond, as to principal and premium, if any, when due, will be payable in lawful money of the United States of America upon presentation and surrender of this bond at the principal corporate trust office of the Bond Registrar. This bond is one of a series of bonds (the "Series 2024 Bonds") authorized and issued under and pursuant to Section 6 of Article VII of the Illinois Constitution of 1970 and under and in accordance with an ordinance adopted by the President and Board of Trustees of the Village on September 15, 2008, and entitled: "Ordinance Authorizing the Issuance of Water and Sewer System Revenue Bonds of 2008 of the Village of Plainfield, Illinois," as supplemented by an ordinance adopted by said President and Board of Trustees on April 15, 2024 and entitled: "Supplemental Ordinance Authorizing the Issuance of Water and Sewer System Revenue Refunding Bonds of 2024 of the Village of Plainfield, Illinois" (the "Ordinance"). The Series 2024 Bonds are limited obligations of the Village payable from (i) the net revenues of the combined water and sewer system of the Village; and (ii) other moneys, securities and funds held under the Ordinance. Neither the full faith and credit nor the general taxing power of the Village is pledged to the payment of the Series 2024 Bonds. The Series 2024 Bonds are equally and ratably secured by the pledge of the revenues of the combined water and sewer system of the Village provided for by the Ordinance on a parity with the outstanding First Lien Bonds. The Series 2024 Bonds maturing on May 1, 20_, are subject to mandatory redemption, in part and by lot, on May 1, 20_, and on each May 1 thereafter, by the application of sinking fund installments as provided in the Ordinance, at a redemption price equal to the principal amount thereof to be redeemed. Notice of the redemption of bonds will be mailed not less than 30 days nor more than 60 days prior to the date fixed for such redemption to the registered owners of bonds to be redeemed at their last addresses appearing on such registration books. The bonds or portions thereof specified in 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 bonds 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 bonds or portions thereof shall cease to accrue and become payable. This bond is transferable only upon such registration books by the registered owner hereof in person, or by its attorney duly authorized in writing, upon surrender hereof at the principal corporate trust office of the Bond Registrar together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or by its duly authorized attorney,and thereupon a new registered bond or bonds,in the authorized denominations of$5,000 or any integral multiple thereof and of the same series, aggregate principal amount, maturity and interest rate as this bond shall be issued to the transferee in exchange therefor. In like manner,this bond may be exchanged for an equal aggregate principal amount of bonds of the same series, maturity and interest rate and of any of such authorized denominations. The Village or the Bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange of this bond. No other charge shall be made for the privilege of making such transfer or exchange. The Village and the Bond Registrar may treat and consider the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal,premium, if any, and interest due hereon and for all other purposes whatsoever. Reference to the Ordinance is made for a description of the nature and extent of the security for this bond,the revenues pledged,the nature and extent and manner of enforcement of the pledge and the rights and remedies of the registered owners of bonds with respect thereto. Subject to certain limitations and exceptions contained in the Ordinance,the provisions of the Ordinance may from time to time be modified or amended by a supplemental ordinance adopted by the President and Board of Trustees of the Village. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the Bond Registrar. It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist and be performed precedent to and in the issuance of this bond in order to make it a legal, valid and binding 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 bonds of which this bond is one, together with all other indebtedness of the Village, is within every debt or other limit prescribed by law. IN WITNESS WHEREOF, the Village of Plainfield has caused this bond to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk. VILLAGE OF PLAINFIELD ' k. ---.------- Village President CER 1'lrICATE OF AUTHENTICATION Attest: This bond is one of the First Lien Water and Sewer System Revenue Refunding Bonds, ----- Series 2024, described in the within mentioned Ordinance. .dAtat-a/ Village Clerk UMB BANK,N.A., as Bond Registrar By Authorized Signer [FORM OF ASSIGNMENT] ASSIGNMENT For value received the undersigned sells, assigns and transfers unto the within bond and hereby irrevocably constitutes and appoints attorney to transfer the said bond on the books kept for registration thereof, with full power of substitution in the premises. Dated Signature Guarantee: ARTICLE VI Refunding of Prior Bonds Section 601. Election to Redeem Prior Bonds. Pursuant to the provisions of Section 704 of the 2008 Water and Sewer System Revenue Bond Ordinance, but subject to the authentication and delivery of the 2024 Bonds,the Village hereby elects to redeem the Prior Bonds, on such other date set forth in the Series 2024 Bond Order, at Redemption Price equal to 100% of the principal amount thereof to be redeemed. Section 602. Notice of Redemption of Prior Bonds. Pursuant to the provisions of Section 702 of the 2008 Water and Sewer System Revenue Bond Ordinance, notice of the redemption of the Prior Bonds to be redeemed shall be mailed by UMB Bank, N.A., as successor Bond Registrar for the Prior Bonds, not less than thirty days nor more than sixty days prior to the redemption date, to the registered owners of the Prior Bonds, at their last addresses appearing on the registration books maintained by the Village at the office of the Bond Registrar. Section 603. Defeasance of Prior Bonds. The form of the 2024 Escrow Agreement, on file in the office of the Village Clerk,is hereby approved. UMB Bank,N.A.is appointed as Escrow Agent under the 2024 Escrow Agreement. To provide for the discharge and satisfaction of the Prior Bonds in accordance with the provisions of Section 1201 of the 2008 Water and Sewer System Revenue Bond Ordinance, and to provide for the redemption of the Prior Bonds, the Village President and the Village Clerk are hereby authorized and directed to execute and deliver the 2024 Escrow Agreement on behalf of the Village and to make the deposits of moneys and investments specified in the 2024 Escrow Agreement. Section 604. Subscriptions for Government Obligations. Any moneys held by the Escrow Agent under the provisions of the 2024 Escrow Agreement, may, subject to the provisions of the 2024 Escrow Agreement, be invested in United States Treasury Securities, State and Local Government Series (the "Government Obligations"), pursuant to the regulations of the United States Treasury Department,Bureau of the Fiscal Service. The Escrow Agent is hereby authorized and empowered to submit,on behalf of the Village, subscriptions for such Government Obligations from time to time and as often as may be necessary or appropriate, and to request redemption of such Government Obligations at the request of the Village or whenever necessary to provide moneys in accordance with the requirements of the 2024 Escrow Agreement. ARTICLE VII Additional Provisions Section 701. Continuing Disclosure for 2024 Bonds. For the benefit of the beneficial owners of the 2024 Bonds,the Village covenants and agrees to provide to the Municipal Securities Rulemaking Board (the "MSRB") for disclosure on the Electronic Municipal Market Access ("EMMA") system, in an electronic format as prescribed by the MSRB, (i) an annual report containing certain financial information and operating data relating to the System and (ii) timely notices of the occurrence of certain enumerated events. All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. The annual report shall be provided to the MSRB for disclosure on EMMA within 210 days after the close of the Village's fiscal year. The information to be contained in the annual report shall consist of the annual audited financial statement of the Village and such additional information as noted in the Official Statement under the caption "Continuing Disclosure." Each annual audited financial statement will conform to generally accepted accounting principles applicable to governmental units and will be prepared in accordance with standards of the Governmental Accounting Standards Board. If the audited financial statement is not available, then an unaudited financial statement shall be included in the annual report and the audited financial statement shall be provided promptly after it becomes available. The Village, in a timely manner not in excess of ten business days after the occurrence of the event, shall provide notice to the MSRB for disclosure on EMMA of any failure of the Village to provide any such annual report within the 210 day period and of the occurrence of any of the following events with respect to the 2024 Bonds: (1)principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4)unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the 2024 Bonds, or other events affecting the tax-exempt status of the 2024 Bonds; (7) modifications to rights of Bondholders, if material; (8)2024 Bond calls,if material and tender offers; (9)defeasances; (10)release,substitution or sale of property securing repayment of the 2024 Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the Village; (13) the consummation of a merger, consolidation, or acquisition involving the Village or the sale of all or substantially all of the assets of the Village, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) incurrence of a financial obligation of the Village, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Village, any of which affect bondholders, if material; and (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City any of which reflect financial difficulties. For the purposes of the event identified in clause (12), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Village in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Village, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan or reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Village. As used in clauses (15) and (16), the term "financial obligation" means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of(i) of(ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with Securities and Exchange Commission Rule 15c2- 12 promulgated under the Securities Exchange Act of 1934 (the "Rule"). It is found and determined that the Village has agreed to the undertakings contained in this Section in order to assist participating underwriters of the 2024 Bonds and brokers, dealers and municipal securities dealers in complying with paragraph (b)(5) of the Rule. The chief financial officer of the Village is authorized and directed to do and perform, or cause to be done or performed, for or on behalf of the Village, each and every thing necessary to accomplish the undertakings of the Village as contained in this Section for so long as paragraph (b)(5) of the Rule is applicable to the 2024 Bonds and the Village remains an"obligated person"under the Rule with respect to the 2024 Bonds. The undertakings contained in this Section may be amended by the Village upon a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the obligated person, or type of business conducted, provided that (a) the undertaking, as amended, would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances and (b) in the opinion of nationally recognized bond counsel selected by the Village, the amendment does not materially impair the interests of the beneficial owners of the 2024 Bonds. Section 702. Bank Qualified Designation. The Village hereby designates the Bonds as "qualified tax-exempt obligations" 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 be taken into account for the purpose of Section 265(b)(3)(C) of the Code and will be issued by or on behalf of the Village and all subordinate entities of the Village during calendar year 2024 does not 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 Bonds are issued. For purposes of the two preceding sentences,the term"tax 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 703. Authorized Acts. The officers, agents and employees of the Village are authorized, empowered and directed to do all such acts and things and to execute and deliver all such documents and certificates as may be necessary to carry out and comply with the provisions of this 2024 Bond Ordinance. All acts and undertakings of the officers, agents and employees of the Village that are in conformity with the purposes and intent of this 2024 Bond Ordinance and in furtherance of the issuance and sale of the 2024 Bonds shall be, and the same are,in all respects, approved and confirmed. Section 704. Enactment. The Village Clerk is hereby authorized and directed to publish this 2024 Bond Ordinance in pamphlet form and to display copies thereof at a public place in Village Hall for a period of 30 days. The 2008 Water and Sewer System Revenue Bond Ordinance as supplemented by this 2024 Bond Ordinance, shall constitute full authority for the issuance of the 2024 Bonds. All other resolutions, ordinances or orders, or parts thereof, in conflict herewith, be and the same are hereby expressly repealed. This ordinance shall be effective upon its passage by the President and Board of Trustees and its approval by the Village President. Passed and adopted this 15th day of April 2024, by roll call vote as follows: Ayes: Kalkanis, Kiefer, Larson, Ruane,Wojowski Nays: None Absent: Bonuchi Approved: April 024 Village - s- t Published in pamphlet form: April 16, 2024 (SEAL) Attest: Village Clerk CERTIFICATE I,Michelle Gibas, Village Clerk of the Village of Plainfield, Illinois,hereby certify that the foregoing ordinance entitled: "Supplemental Ordinance Authorizing the Issuance of Water and Sewer System Revenue Refunding Bonds of 2024 of the Village of Plainfield, Illinois," is a true copy of an original ordinance, which 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 which was duly called and held at 7:00 p.m. on April 15, 2024, at the Village Hall, and at which a quorum was present and acting throughout, and that said copy has been compared by me with the original ordinance signed by the Village President of the Village on April 15, 2024, published in pamphlet form on April 16, 2024 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. I further certify that the agenda for said meeting included the ordinance as a matter to be considered at the meeting and that said agenda was posted at least 48 hours in advance of the holding of the meeting in the manner required by the Open Meetings Act, 5 Illinois Compiled Statutes 120. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Village, this 16th day of April, 2024. 5d14,0) Village Clerk (SEAL)