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HomeMy WebLinkAboutOrd 4999 03/02/1999 ORDINANCE NO. 4999 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $5,550,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 1999A, OF THE VILLAGE OFMOUNT PROSPECT, ILLINOIS Passed and approved by the President and Board of Trustees the 2r~ day of March, 1999 Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois, the 3rd day of March, 1999. ORDINANCE NO. 4999 ORDINANCE AUTHORIZING THE ISSUANCE OF $5,550,000 TAXABLE GENERAL OBLIGATION BONDS, SERIES 1999A, OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS, AS FOLLOWS: Section 1. Authority and Purpose. This ordinance is adopted pursuant to Section 6 of Article VII of the Illinois Constitution of 1970 for the purpose of financing land acquisition costs, site preparation costs and other redevelopment project costs within the Village's District No. 1 Tax Increment Redevelopment Project Area (the "Redevelopment Project"). The foregoing purpose is hereby authorized to be made or undertaken by the Village of Mount Prospect, Illinois. Section 2. Authorization and Terms of Bonds. To meet part of the estimated cost of the Redevelopment Project, there is hereby appropriated the sum of $5,550,000. Said appropriation is inclusive of amounts required for the payment of costs of issuance of the bonds authorized by this Section. For the purpose of financing said appropriation, general obligation bonds of the Village shall be issued and sold in an aggregate principal amount of $5,550,000 and shall be designated "Taxable General Obligation Bonds, Series 1999A" (the "Bonds"). The Bonds shall be issuable in the denominations of $5,000 or any integral multiple thereof and may bear such identifying numbers or letters as shall be useful to facilitate the registration, transfer and exchange of Bonds. Unless otherwise determined in the order to authenticate the Bonds, each Bond delivered upon the original issuance of the Bonds shall be dated as of March 1, 1999. Each Bond thereafter issued upon any transfer or exchange of Bonds shall be dated so that no gain or loss of interest shall result from such transfer or exchange. The Bonds shall mature on August 1, in each year shown in the following table in the respective principal amount set forth opposite each such year and the Bonds 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 2000 $630,000 5.75% 2005 ~ 680,000 6.00% 2001 215,000 5.75 2006 655,000 6.00 2002 235,000 6.00 2007 770,000 6.00 2003 255,000 6.00 2008 1,655,000 6.00 2004 455,000 6.00 Each Bond 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 August 1, 1999 and semiannually thereafter on each February 1 and August 1 at the rates per annum herein determined. The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation -2- and surrender thereof at the principal corporate trust office of American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois, which is hereby appointed as bond registrar and paying agent for the Bonds. Interest on the 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 Bonds shall be paid by wire transfer pursuant to an agreement 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 Bonds maturing on or after August 1, 2006 shall be subject to redemption prior to maturity at the option of the Village and upon notice as herein provided, in such principal amounts and from such maturities as determined by the Village and by lot within a single maturity, on August 1, 2005 and on any date thereafter, at a redemption price equal to the principal amount thereof to be redeemed. In the event of the redemption of less than all the Bonds of like maturity, the aggregate principal amount thereof to be redeemed shall be $5,000 or an integral multiple thereof and the bond registrar shall assign to each Bond of such maturity a distinctive number for each $5,000 principal amount of such Bond and shall select by lot from the numbers so assigned as many numbers as, at $5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided -3- that only so much of the principal amount of each Bond shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. Notice of the redemption of Bonds shall 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 said 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. If there shall be drawn for redemption less than all of a Bond, the Village shall execute and the bond registrar shall authenticate and deliver, upon the surrender of such Bond, without charge to the owner thereof, in exchange for the unredeemed balance of the Bond so surrendered, Bonds of like maturity and of the denomination of $5,000 or any integral multiple thereof. The bond registrar shall not be required to transfer or exchange any Bond after notice of the redemption of all or a portion thereof has been mailed. The bond registrar shall not be required to transfer or exchange any Bond during a period of 15 days next preceding the mailing of a notice of redemption which could designate for redemption all or a portion of such Bond. -4- Section 3. Sale and Delivery. The Bonds are hereby sold to Zions First National Bank, as purchaser, at a price of $5,495,973.10 and accrued interest from their date to the date of delivery and payment therefor. The Official Statement prepared with respect to the Bonds is approved and "deemed final" as of its date for purposes of Securities and Exchange Commission Rule 15(c)2-12 promulgated under the Securities Act of 1934. The Village President, Village Clerk and other officials of the Village are hereby 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 Bonds, including the proper execution and delivery of the Bonds. Section 4. Execution and Authentication. Each Bond shall be executed in the name of the Village by the manual or authorized facsimile signature of its 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 officer whose signature, or a facsimile of whose signature, shall appear on any Bond shall cease to hold such office before the issuance of the Bond, such Bond shall nevertheless be valid and sufficient for all purposes, the same as if the person whose signature, or a facsimile thereof, appears on such Bond had not ceased to hold such office. Any Bond may be signed, sealed or attested on behalf of the Village by any person who, on the date of such act, shall hold the proper office, notwithstanding that at the date of such Bond such person may not have held -5- such office. No recourse shall be had for the payment of any Bonds against any officer who executes the Bonds. Each Bond shall bear thereon a certificate of authentication executed manually by the bond registrar. No Bond shall be entitled to any right or benefit under this ordinance or shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the bond registrar. Section 5. Transfer, Exchange and Registry. The Bonds shall be negotiable, subject to the provisions for registration of transfer contained herein. Each Bond shall be transferable only upon the registration books maintained by the Village for that purpose at the principal corporate trust office of the bond 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 bond registrar and duly executed by the registered owner or his duly authorized attorney. Upon the surrender for transfer of any such Bond, the Village shall execute and the bond registrar shall authenticate and deliver a new Bond or Bonds registered in the name of the transferee, of the same aggregate principal amount, maturity and interest rate as the surrendered Bond. Bonds, upon surrender thereof at the principal corporate trust office of the bond registrar, with a written instrument satisfactory to the bond registrar, duly executed by the registered owner or his attorney duly authorized in writing, may be exchanged for an equal aggregate principal amount of Bonds of the same maturity and interest rate and of the denominations of $5,000 or any integral multiple thereof. -6- For every such exchange or registration of transfer of Bonds, 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 such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or 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 Bonds. The Village and the bond registrar may deem and treat the person in whose name any Bond shall be registered upon the registration books as the absolute owner of such Bond, whether such Bond shall be overdue or 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 Bond to the extent of the sum or sums so paid, and neither the Village nor the bond registrar shall be affected by any notice to the contrary. Section 6. Bond Registrar. The Village covenants that it shall at all times retain a bond registrar with respect to the Bonds, that it will maintain at the designated office of such bond registrar a place where Bonds may be presented for payment and registration of transfer or exchange and that it shall require that the bond registrar maintain proper registration books and perform the other duties and obligations imposed upon it by this ordinance in a manner consistent with the standards, customs and practices of the municipal securities business. -7- The bond registrar shall signify its acceptance of the duties and obligations imposed upon it by this ordinance by executing the certificate of authentication on any Bond, and by such execution the bond registrar shall be deemed to have certified to the Village that it has all requisite power to accept, and has accepted such duties and obligations not only with respect to the Bond so authenticated but with respect to all the Bonds. The bond registrar is the agent of the Village and shall not be liable in connection with the performance of its duties except for its own negligence or default. The bond registrar shall, however, be responsible for any representation in its certificate of authentication on the Bonds. The Village may remove the bond registrar at any time. In case at any time the bond 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 bond registrar, or of its property shall be appointed, or if any public officer shall take charge or control of the bond registrar or of its property or affairs, the Village covenants and agrees that it will thereupon appoint a successor bond registrar. The Village shall mail notice of any such appointment made by it to each registered owner of Bonds within twenty days after such appointment. Any bond registrar appointed under the provisions of this Section shall be a bank, trust company or national banking association maintaining its principal corporate trust office in the State of Illinois, the City of St. Louis, Missouri or the Borough of Manhattan, City and State of New York. Section 7. General Obligations. The full faith and credit of the Village are hereby irrevocably pledged to the punctual payment of the principal of and interest on the Bonds. The Bonds shall be direct and general obligations of the Village, and the Village shall be obligated to levy ad valorem taxes upon all the taxable property in the Village for the payment of the Bonds and the interest thereon, without limitation as to rate or amount. Section 8. Form of Bonds. The Bonds shall be issued as fully registered bonds and shall be in substantially the following form, the blanks to be appropriately completed when the Bonds are printed: No. United States of America State of Illinois County of Cook VILLAGE OF MOUNT PROSPECT TAXABLE GENERAL OBLIGATION BOND, SERIES 1999A INTEREST RATE MATURITY DATE DATED DATE CUSIP · % August 1,__ March 1, 1999 REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: The VILLAGE OF MOUNT PROSPECT, a municipal corporation and a home rule unit of the State of Illinois situate in the County of Cook, acknowledges itself indebted and for value received hereby promises to pay to the registered owner of this bond, or registered assigns, the principa~ amount specified above on the maturity date speoified 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 -9- year consisting of twelve 30 day months and payable in lawful money of the United States of America on August 1, 1999 and semiannually thereafter on the first days of February and August in each year until the principal amount shall have been paid, by wire transfer pursuant to an agreement 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 American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois, as bond registrar or its successor (the "Bond Registrar"). This bond, as to principal 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. The full faith and credit of the Village are irrevocably pledged for the punctual payment of the principal of and interest on this bond according to its terms. This bond is one of a series of bonds issued in the aggregate principal amount of $5,550,000, which are 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 March 2, 1999 and entitled: "Ordinance Authorizing the Issuance of $5,550,000 Taxable General Obligation Bonds, Series 1999A, of the Village of Mount Prospect, Illinois." This bond is issued in accordance with the provisions of the Tax Increment Allocation Redevelopment Act, 65 Illinois Compiled Statutes 5/11-74.4, for the purpose of financing redevelopment project costs. -10- The bonds of such series maturing on or after August 1, 2006 are subject to redemption prior to maturity at the option of the Village and upon notice as herein provided, in such principal amounts and from such maturities as determined by the Village and by lot within a single maturity, on August 1, 2005 and on any date thereafter, 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 his 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 his duly authorized attorney, and thereupon a new registered -11- bond or bonds, in the authorized denominations of $5,000 or any integral multiple thereof and of the same 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 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 and interest due hereon and for all other purposes whatsoever. 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. -12- IN WITNESS WHEREOF, the Village of Mount Prospect 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. Dated: March 1, 1999 VILLAGE OF MOUNT PROSPECT Village President Attest: Village Clerk CERTIFICATE OF AUTHENTICATION This bond is one of the Taxable General Obligation Bonds, Series 1999A, described in the within mentioned Ordinance. AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, as Bond Registrar By Authorized Signer -13- 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: -14- Section 9. Levy and Extension of Taxes. For the purpose of providing the money required to pay the interest on the Bonds when and as the same falls due and to pay and discharge the principal thereof as the same shall mature, there is hereby levied upon all the taxable property in the Village, in each year while any of the Bonds shall be outstanding, a direct annual tax sufficient for that purpose in addition to all other taxes, as follows: Tax Levy Year A Tax Sufficient to Produce 1999 $ 960,887.50 2000 509,662.50 2001 517,300.00 2002 523,200.00 2003 707,900.00 2004 905,600.00 2005 839,800.00 2006 915,500.00 2007 1,754,300.00 Interest or principal coming due at any time when there shall be insufficient funds on hand to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of the taxes herein levied; and when said taxes shall have been collected, reimbursement shall be made to the said funds in the amounts thus advanced. As soon as this ordinance becomes effective, a copy thereof certified by the Village Clerk, which certificate shall recite that this ordinance has been duly adopted, shall be filed with the County Clerk of Cook County, Illinois, who is hereby directed to ascertain the rate per cent required to produce the aggregate tax hereinbefore provided to be levied in the years 1999 to 2007, inclusive, and to extend the same for collection on the tax books in connection with other taxes levied in said years, in -15- and by the Village for general corporate purposes of the Village, and in said years such annual tax shall be levied and collected in like manner as taxes for general corporate purposes for said years are levied and collected and, when collected, such taxes shall be used solely for the purpose of paying the principal of and interest on the Bonds herein authorized as the same become due and payable. Section 10. Redevelopment Project Costs. The costs of the Redevelopment Project constitute Redevelopment Project Costs as defined in the Tax Increment Allocation Redevelopment Act, 65 Illinois Compiled Statutes 5/11-74.4 (the "Redevelopment Act") and as described in the Redevelopment Plan of the Village approved by an ordinance adopted by the President and Board of Trustees of the Village on August 20, 1985 and entitled: "An Ordinance Approving the Tax Increment Redevelopment Plan and Redevelopment Project for the District No. 1 Redevelopment Project Area in the Village of Mount Prospect, Illinois." Pursuant to the Redevelopment Act, the proceeds of sale of the Bonds are hereby pledged to pay such Redevelopment Project Costs. Section 11. Debt Service Fund. Moneys derived from taxes herein levied are appropriated and set aside for the sole purpose of paying principal of and interest on the Bonds when and as the same come due. All of such moneys, and all other moneys to be used for the payment of the principal of and interest on the Bonds, shall be deposited in the "Taxable 1999A Debt Service Fund" (the "Debt Service Fund") which is hereby established as a special fund of the Village. All accrued interest received upon the issuance of the Bonds shall be deposited in the Debt Service Fund. Concurrently with the issuance of the Bonds, the Village shall deposit in the Debt Service Fund, an amount of money which, together with such accrued interest, shall be sufficient to provide for the payment of the interest due on the Bonds on August 1, 1999 and February 1, 2000. Section 12. Bond Proceeds Fund. All of the proceeds of sale of the Bonds (exclusive of accrued interest to be deposited in the Debt Service Fund) shall be deposited in the 1999A Taxable Bond Proceeds Fund. Bond proceeds and the investment earnings thereon shall be used for the payment of Redevelopment Project Costs as specified in Section 1 of this ordinance and for the payment of costs of issuance of the Bonds, but may hereafter be reappropriated and used for other purposes. Before any reappropriation shall be made as permitted by this Section, there shall be filed with the Village Clerk an opinion of a nationally recognized bond counsel to the effect that such reappropriation is permitted under Illinois law. Section 13. Tax Allocation Fund. The Special Tax Allocation Fund for the District No. 1 Tax Increment Redevelopment Project Area (the "Tax Allocation Fund") established pursuant to an ordinance adopted by the President and Board of Trustees of the Village on August 20, 1985 and entitled "An Ordinance Adopting Tax Increment Financing for the District No. 1 Tax Increment Redevelopment Project Area in the Village of Mount Prospect, Illinois" shall be maintained and administered by the Village in accordance with the provisions of the Redevelopment Act. Moneys held in the Tax Allocation Fund and the taxes and other moneys to be deposited therein pursuant to the Redevelopment Act are hereby pledged for the payment of Redevelopment Project Costs and as security for the payment of the -17- Bonds on a parity with the prior pledge of such moneys as security for the payment of the Village's General Obligation Bonds, Series 1993A; General Obligation Bonds, Series 1994B; General Obligation Bonds, Series 1996B; General Obligation Bonds, Series 1998B; and Taxable General Obligation Bonds, Series 1998. Nothing herein contained shall restrict the power Of the Village to pledge such moneys and taxes for the benefit and security of the holders of additional bonds issued pursuant to the Redevelopment Act; to subordinate existing pledges of such moneys or to alter the use and distribution of moneys in the Tax Allocation Fund to the extent such alteration shall be made in furtherance of the purposes of the Redevelopment Act and the Redevelopment Plan. Moneys held in the Tax Allocation Fund that are to be used for the payment of the principal of and interest on the Bonds may be deposited in the Debt Service Fund, and upon such deposit such moneys shall be used solely for the payment of such principal and interest. Section 14. Tax Status. The Village intends that the interest on the Bonds will be includible in gross income for federal'income tax purposes. Section 15. Continuing Disclosure. For the benefit of the beneficial owners of the Bonds, the Village covenants and agrees to provide an annual report containing certain financial information and operating data relating to the Village and to provide notices of the occurrence of certain enumerated events, if material. The annual report shall be filed with each Nationally Recognized Municipal Securities information Repository and with the Illinois state information depository, if any, 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 -18- 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 filed within 30 days after it becomes available. The Village also covenants and agrees, for the benefit of the beneficial owners of the Bonds, to provide timely notice to the Municipal Securities Rulemaking Board and to the Illinois state information depository, if any, of any failure of the Village to file any such annual report within the 210 day period and of the occurrence of any of the following events with respect to the Bonds, if material: (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions or events affecting the tax-exempt status of the Bonds; (7) modifications to rights of bondholders; (8) Bond calls; (9) defeasances; (10) release, substitution or sale of property securing repayment of the Bonds; and (11) rating changes. 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 Bonds and brokers, dealers and municipal securities dealers in complying with Securities and -19- Exchange Commission Rule 15c2~12(b)(5) promulgated under the Securities Exchange Act of 1934. 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 contained in this Section for so long as Rule 15c2-12(b)(5) is applicable to the Bonds and the Village remains an "obligated person" under the Rule with respect to the 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 Rule 15(c)2-12(b)(5) 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 Bonds. Section 16. Defeasance and Payment of Bonds. (A) If the Village shall pay or cause to be paid to the registered owners of the Bonds, the principal and interest due or to become 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 covenants, agreements and other obligations of the Village to the registered owners and the beneficial owners of the Bonds shall be discharged and satisfied. -20- (B) Any Bonds or interest installments appertaining thereto, whether at or prior to the maturity or the redemption date of such Bonds, shall be deemed to have been paid within the meaning of paragraph (A) of this Section if (1) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds 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 in trust 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 on said Bonds on and prior to the applicable redemption date or maturity date thereof. (C) As used in this Section, the term "Federal Obligations" means (i) non- 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 Corporation. Section 17. Book-Entry System. In order to provide for the initial issuance of the Bonds in a form that provides for a system of book-entry only transfers, the ownership of one fully registered bond for each maturity of the Bonds, 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 Bonds. The Finance Director is authorized to execute and deliver on behalf of the Village 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 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 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 Bonds, bond certificates in replacement of such beneficial owners' beneficial interests in the Bonds, all as shown in the records maintained by the securities depository. -22- 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 Bonds. Any pledge made in tt~is 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 Bonds. All of the Bonds, regardless of the time or times of their issuance, shall be of equal rank without preference, priority or distinction of any of the Bonds 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 Bonds 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 or 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 form and to file copies thereof for public inspection in her office. Section 20. Effective Date. This ordinance shall become effective upon its passage and approval. -23- Adopted this 2nd day of March, 1999, by roll call vote as follows: Ayes: Corcoran, Hoefert, Lohrstorfer, Wilks Absent: Nocchi Nays: Clowes Approved: March 2, 1999 Published in pamphlet form: March 3, 1999 (SEAL) Attest: /-- Village ~lerk -24-