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HomeMy WebLinkAboutOrd 5236 03/05/2002ORDINANCE NO. 5236 AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2002A, AND GENERAL OBLIGATION REFUNDING BONDS, SERIES 2002B, OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES THE 5th DAY OF MARCH, 2002 Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois, the 6th day of March, 2002. ORDINANCE NO. 5236 ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2002A AND GENERAL OBLIGATION REFUNDING BONDS, SERIES 2002B, 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 refunding (i) the General Obligation Bonds, Series 1993A, of the Village (the "TIF Refunding") and (ii) the General Obligation Bonds, Series 1993B, of the Village and the General Obligation Bonds, Series 1994A, of the Village (the ',Gene[a! Refunding"). The foregoing purposes are each hereby authorized to be made or undertaken by the Village of Mount Prospect, Illinois. Section 2. Refunding Plan. The Village determines to refund the $635,000 outstanding principal amount of General Obligation Bonds, Series 1993A, of the Village maturing in the years 2002 to 2005, inclusive (the "1993A Bonds"). The Village determines to refund the 93,725,000 outstanding principal amount of General Obligation Bonds, Series 1993B, of the Village maturing in the years 2002 to 2005, inclusive (the "1993B Bonds"). The Village determines to refund the 92,225,000 outstanding principal amount of General Obligation Bonds, Series 1994A, of the Village, maturing in the years 2002 to 2004, inclusive (the "1994A Bonds"). The Village elects to redeem and call for redemption on April 5, 2002, all of the 1993A Bonds, the 1993B Bonds and the 1994A Bonds (herein collectively called the "Prior Bonds") at a redemption price for each Prior Bond to be redeemed of par, together with accrued interest to the date fixed for redemption. The Village President and the other officers and officials of the Village are authorized and directed to do, or cause to be done, all things necessary to accomplish the refunding and redemption of the Prior Bonds. Section 3. AuthOrization and Terms of Series A Bonds. To meet part of the estimated cost of the TIF Refunding described in Section 1 of this ordinance, there is hereby appropriated the sum of 9635,000. For the purpose of financing said appropriation, general obligation bonds of the Village shall be issued and sold in an aggregate principal amount of 9635,000 and shall be designated "General Obligation Refunding Bonds, Series 2002A" (the "Series A Bonds"). The Series A Bonds shall be issuable in the denominations of 95,000 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 Series A Bonds. Unless otherwise determined in the order to authenticate the Series A Bonds, each -2- Series A Bond delivered upon the original issuance of the Series A Bonds shall be dated as of April 1, 2002. Each Series A Bond thereafter issued upon any transfer or exchange of Series A Bonds shall be dated so that no gain or loss of interest shall result from such transfer or exchange. The Series A Bonds shall mature (without option of prior redemption) on December 1 in each year shown in the following table in the respective principal amount set forth opposite each such year and the Series A Bonds maturing in each such year shall bear interest at the respective rate per annum set forth opposite such year: Principal Interest Year Amount Rate 2002 9450,000 2.00% 2003 100,000 2.00 2004 50,000 2.50 2005 35,000 3.00 Each Series A 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 June 1, 2002 and semiannually thereafter on each June 1 and December 1 at the rates per annum herein determined. The principal of the Series A 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 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 Series A Bonds. Interest on the Series A 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, -3- as of the close of business on the 1 5th day of the calendar month next preceding the applicable interest payment date. Interest on the Series A Bonds 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. Section~ 4. Authorization and Terms of Series B Bonds. To meet part of the estimated cost of the General Refunding described in Section 1 of this ordinance, there is hereby appropriated the sum of $5,950,000. For the purpose of financing said appropriation, general obligation bonds of the Village shall be issued and sold in an aggregate principal amount of $5,950,000 and shall be designated "General Obligation Refunding Bonds, Series 2002B" (the "Series B Bonds"). Series B 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 Series B Bonds. Unless otherwise determined in the order to authenticate the Series B Bonds, each Series B Bond delivered upon the original issuance of the Series B Bonds shall be dated as of April 1, 2002. Each Series B Bond thereafter issued upon any transfer or exchange of Series B Bonds shall be dated so that no gain or loss of interest shall result from such transfer or exchange. The Series B Bonds shall mature (without option of prior redemption) on December 1 in each year shown in the following table in the respective principal amount set forth opposite each such year and the Series B Bonds maturing in each such year shall bear interest at the respective rate per annum set forth opposite such year: -4- Principal Interest Year Amount Rate 2002 91,560,000 2.00% 2003 1,705,000 2.00 2004 1,775,000 2.50 2005 910,000 3.00 Each Series B 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 June 1, 2002 and semiannually thereafter on each June 1 and December 1 at the rates per annum herein determined. The principal of the Series B 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 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 Series B Bonds. Interest on the Series B 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 Series B Bonds 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. Section 5. Sale and Delivery. The Series A Bonds and the Series B Bonds (herein collectively called the "2002 Bonds") are hereby sold to Zions First National Bank, as purchaser, at a price of 96,585,660.40 and accrued interest from their date -5- to the date of delivery and payment therefor. The Official Statement prepared with respect to the 2002 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 Exchange Act of 1934. The Village President, Village Clerk and other officials of the Viilage 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 2002 Bonds, including the proper execution and delivery of the 2002 Bonds and the Official Statement. Section 6. Execution and Authentication. Each 2002 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 2002 Bond shall cease to hold such office before the issuance of the 2002 Bond, such 2002 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 2002 Bond had not ceased to hold such office. Any 2002 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 2002 Bond such person may not have held such office. No recourse shall be had for the payment of any 2002 Bonds against any officer who executes the 2002 Bonds. -6- Each 2002 Bond shall bear thereon a certificate of authentication executed manually by the bond registrar. No 2002 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 7. Transfer, Exchange and Registry. The 2002 Bonds shall be negotiable, subject to the provisions for registration of transfer contained herein. Each 2002 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 2002 Bond, the Village shall execute and the bond registrar shall authenticate and deliver a new 2002 Bond or Bonds registered in the name of the transferee, of the same aggregate principal amount, series, maturity and interest rate as the surrendered 2002 Bond. 2002 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 2002 Bonds of the same series, maturity and interest rate and of the denominations of $5,000 or any integral multiple thereof. For every such exchange or registration of transfer of 2002 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 -7- transfer, which sum or sums shall be paid by the perso'n 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 2002 Bonds. The Village and the bond registrar may deem and treat the person in whose name any 2002 Bond shall be registered upon the registration books as the absolute owner of such 2002 Bond, whether such 2002 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 2002 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 8. Bond Registrar. The Village covenants that it shall at all times retain a bond registrar with respect to the 2002 Bonds, that it will maintain at the designated office of such bond registrar a place where 2002 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. 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 -8- 2002 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 2002 Bond so authenticated but with respect to all the 2002 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 2002 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 2002 Bonds within twenty days after such appointment. Section 9. 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 2002 Bonds. The 2002 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 2002 Bonds and the interest thereon, without limitation as to rate or amount. -9- INTEREST RATE · % REGISTERED OWNER: PRINCIPAL AMOUNT: Section 10. Form of Series A Bonds. The Series A Bonds shall be issued as fully registered bonds and shall be in substantially the following form, the blanks to be appropriately completed when the Series A Bonds are printed: No. United States of America State of Illinois County of Cook VILLAGE OF MOUNT PROSPECT GENERAL OBLIGATION REFUNDING BOND, SERIES 2002A MATURITY DATE DATED DATE CUSIP April 1, 2002 December 1, Cede & Co· 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 principal amount specified above on 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 June 1,2002 and semiannually thereafter on the first days of June and December in each year until the' principal amount shall have been paid, to the registered owner of record hereof as of the 15th day of the calendar month next -10- preceding such interest payment date, 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 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 $635,000 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 5, 2002 and entitled: "Ordinance Authorizing the Issuance of General Obligation Refunding Bonds, Series 2002A and General Obligation Refunding Bonds, Series 2002B, of the Village of Mount Prospect, Illinois." This bond is issued in accordance with the provisions of the Tax Increment Allocation Redevelopment Act, as amended, constituting Division 74.4 of Article 11 of the Illinois Municipal Code, for the purpose of financing redevelopment project costs. 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 -11- 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 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 -12- all other indebtedness of the Village is within every debt or other limit prescribed by law. 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: April 1, 2002 VILLAGE OF MOUNT PROSPECT Village President Attest: CERTIFICATE OF AUTHENTICATION This bond is one of the General Obligation Refunding Bonds, Series 2002A, described in the within mentioned Ordinance. Village Clerk AMERICAN NATIONAL BANK TRUST COMPANY OF CHICAGO, as Bond Registrar AND 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 11. Form of Series B Bonds, The Series B Bonds shall be issued as fully registered bonds and shall be in substantially the following form, the blanks to be appropriately completed when the Series B Bonds are printed: No, INTEREST RATE · % REGISTERED OWNER: PRINCIPAL AMOUNT: United States of America State of Illinois County of Cook VILLAGE OF MOUNT PROSPECT GENERAL OBLIGATION REFUNDING BOND, SERIES 2002B MATURITY DATE DATED DATE December 1, April 1, 2002 Cede & Co. CUSIP 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 principal amount specified above on the maturity date specified above, and to pay ' nterest 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 lawfu money of the United States of America on June 1,2002 and semiannually thereafter on the first days of June and December in each year until the principal amount shall have been paid, to the registered owner of record hereof as of the 15th day of the calendar month next -15- preceding such interest payment date, 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 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 $5,950,000 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 5, 2002 and entitled: "Ordinance Authorizing the Issuance of General Obligation Refunding Bonds, Series 2002A and General Obligation Refunding Bonds, Series 2002B, of the Village of Mount Prospect, illinois." 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 -16- 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 tike 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. -17- 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: April 1, 2002 VILLAGE OF MOUNT PROSPECT Village President Attest: CERTIFICATE OF AUTHENTICATION This bond is one of the General Obligation Refunding Bonds, Series 2002B, described in the within mentioned Ordinance. AMERICAN NATIONAL BANK TRUST COMPANY OF CHICAGO, as Bond Registrar AND Village Clerk By Authorized Signe~ -18- For value received the ASSIGNMENT undersigned sells, the irrevocably constitutes and appoints assigns and transfers unto within bond and hereby attorney to transfer the Said bond on the books kept for registration thereof, with full power of substitution in the premises. Dated Signature Guarantee: -19- Section 12. Levy and Extension of Taxes. For the purpose of providing the money required to pay the interest on the 2002 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 2002 Bonds shall be outstanding, a direct annual tax sufficient for that purpose in additionto allothertaxes, asfollows: Tax Levy Year 2002 2003 2004 A Tax Sufficient to Produce $1,915,075 1,898,975 973,350 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 2002 to 2004, inclusive, and to extend the same for collection on the tax books in connection with other taxes levied in said years, in and by the Village for general corporate purposes of the Village, and 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 -20- be used solely for the purpose of paying the principal of and interest on the 2002 Bonds herein authorized as the same become due and payable. Section 13. Application of Prior Bonds 2001 Tax Levy. The taxes levied for the 2001 tax levy year with respect to each series of the Prior Bonds and, to the extent the levy of such taxes has been abated, the moneys set aside to pay the principal of and interest on such series, shall be applied as received in the following order of priority: FIRST, to the payment of the interest accrued on the Prior Bonds of such series to the April 5, 2002 redemption date, by depositing an amount equal to such accrued interest into the 2002 Redemption Fund established by this ordinance, and SECOND, by depositing any remaining amounts into the appropriate account of the 2002 Debt Service Fund established by this crdinance until the amount held in the Series A Account equals the principal of and interest on the Series A Bonds due on prior to December 1, 2002 and until the amount held in the Series B Account equals the principal of and interest on the Series B Bonds due on or prior to December 1, 2002. Section 14. Abatement of Prior Taxes. After the issuance of the 2002 Bonds, the Village Treasurer shall file with the County Clerk of Cook County, certificates listing the Prior Bonds and the taxes theretofore levied for the payment of the principal of and interest on the Prior Bonds payable after December 1, 2002, and said certificates shall direct the abatement of such taxes. -21 - Section 15. Application of Proceeds. The proceeds of sale of the Series A Bonds (exclusive of accrued interest) shall be deposited into the 2002 Redemption Fund, which is hereby established, as a special fund of the Village, and shall be used to pay the redemption price of the 1993A Bonds. The proceeds of sale of the Series B Bonds (exclusive of aCcrued interest) shall be deposited into the 2002 Redemption Fund and shall be used to pay the redemption price of the 1993B Bonds and the 1994A Bonds. On April 15, 2002, any excess moneys in the 2002 Redemption Fund shall be withdrawn to pay costs of issuance of the 2002 Bonds. Section 16. 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 2002 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 2002 Bonds, shall be deposited in the "2002 Debt Service Fund" which is hereby established as a special fund of the Village and shall be administered as a bona fide debt service fund under the Internal Revenue Code of !956. The Village shall establish a separate account within the 2002 Debt Service Fund for each series of the 2002 Bonds designated as the Series A Account and the Series B Account. All accrued interest received upon the issuance of the 2002 Bonds shall be deposited into the appropriate Account of the 2002 Debt Service Fund. The moneys deposited or to be deposited into the 2002 Debt Service Fund, including the tax receipts derived from the taxes levied pursuant to this ordinance, are pledged as security for the payment of the principal of and interest on the applicable series of the 2002 Bonds. The pledge is made pursuant to Section 13 of the Local -22- Government Debt Reform Act and shall be valid and binding from the date of issuance of the 2002 Bonds. All such tax receipts and the moneys held in the 2002 Debt Service Fund 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 ha~,ing claims of any kind in tort, contract or otherwise against the Village irrespective of whether such parties have notice thereof. Section 17. Tax Allocation Fund. The Special Tax Allocation Fund for 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 Tax Increment Allocation Redevelopment Act (the "Act"). Moneys held in the Tax Allocation Fund and the taxes and other moneys to be deposited therein pursuant tc the Act are hereby pledged as security for the payment of the Series A Bonds on a parity with the prior pledge of such moneys as security for the payment of the Village's General Obligation Bonds, Series 1996B; General Obligation Bonds, Series 1998B; Taxable General Obligation Bonds, Series 1998; and Taxable General Obligation Bonds, Series 1999A. 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 Act; to subordinate existing pledges of such moneys or to alter the use and distribution of moneys in the -23- Tax Allocation Fund to the extent such alteration shall be made in furtherance of the purposes of the Act and the Redevelopment Plan for the Redevelopment Project Area. Moneys held in the Tax Allocation Fund that are to be used for the payment of the principal of and interest on the Series A Bonds may be deposited in the Series A Account of the 2002 Debt Service Fund, and upon such deposit such moneys shall be used solely for the payment of such principal and interest. Section 18. Investment Regulations. No investment shall be made of the proceeds of the 2002 Bonds or of any moneys in the 2002 Debt Service Fund or the 2002 Redemption Fund except in accordance with the tax covenants set forth in Section 19 of this ordinance. All income derived from such investments in respect of moneys or securities in any Fund or Account shall be credited in each case to the Fund or Account in which such moneys or securities are held. Any moneys in any Fund or Account that are subject to investment yield restrictions may be 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 148(b)(2) of the Internal Revenue Code of 1986. The Finance Director 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 19. 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 -24- interest on any 2002 Bond to become subject to federal income taxes in addition to federal income taxes to which interest on such 2002 Bond is subject on the date of original issuance thereof. The Village shall not permit any of the proceeds of the 2002 Bonds, or any facilities financed with such proceeds, to be used in any manner that would cause any 2002 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 2002 Bonds or other moneys to be invested in any manner that would cause any 2002 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 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. Section 20. Bonds Deemed Bank Qualified. Pursuant to Section 265(b)(3)(D)(ii) of the Internal Revenue Code of 1986, the 2002 Bonds are deemed designated as "qualified tax-exempt obligations" as defined in Section 265(b)(3)(B) of the Internal Revenue Code of 1986. Section 21. Continuing Disclosure. For the benefit of the beneficial owners of the 2002 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. -25- 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 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 flied within 30 days after it becomes available. The Village also covenants and agrees, for the benefit of the beneficial owners of the 2002 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 2002 Bonds, if material: (1) principal and interest payment delinquencies; (2) non-payment related defaults; (3) unscheduled draws on debt service reserves reflect!ng 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 2002 Bonds; (7) modifications to rights of 2002 Bondholders; (8) 2002 bond calls; (9) defeasances; -26- (1 O) release, substitution or sale of property securing repayment of the 2002 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 2002 Bonds and brokers, dealers and municipal securities dealers in complying with Securities and 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 2002 Bonds and the Village remains an "obligated person" under the Rule with respect to the 2002 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 2002 Bonds. Section 22. Book-Entry System. In order to provide for the initial issuance of the 2002 Bonds in a form that provides for a system of book-entry only transfers, the -27- ownership of one fully registered bond for each maturity of each series of the 2002 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, as securities depository for the 2002 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 2002 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 2002 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 2002 Bonds, bond certificates in replacement of such beneficial owners' beneficial interests in the 2002 Bonds, all as shown in the records maintained by the securities depository. Section 23. Defeasance and Payment of Bonds. (A) If the Village shall pay or cause to be paid to the registered owners of the 2002 Bonds, the principal and interest due or to become due thereon, at the times and in the manner stipulated therein and -28- 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 2002 Bonds shall be discharged and satisfied. (B) Any 2002 Bonds or interest installments appertaining thereto, whether at or prior to the maturity date of Such 2002 Bonds, shall be deemed to have been paid within the meaning of paragraph (A) of this Section if 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 2002 Bonds on and prior to the applicable 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. -29- Section 24, Ordinance to Constitute a Contract. The provisions of this ordinance shall constitute a contract between the Village and the registered owners of the 2002 Bonds, 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 2002 Bonds of the same series. All of the 2002 Bonds of the same series, regardless of the time or times of their issuance, shall be of equal rank without preference, priority or distinction of any of the 2002 Bonds of such series 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 2002 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 25. 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 26. Effective Date. This ordinance shall become effective upon its passage and approval. -30- doPted this 5th day of March, 2002, by roll call vote as fOllows: Ayes: Corcoran, Hoefert, Lohrstorfer, Skowron, Wilks, Zadel Nays: None ./~.~"Publ]~ed in pamphlet form: (SEAL) Attest: Approved: March 5, 2002 Village President March 6, 2002 / -31-