O-84-65EXECUTION COPY
ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATION VARIABLE RATE DEMAND BONDS
OF THE VILLAGE OF DEERFIELD, ILLINOIS
ADOPTED: December 17, 1984
TABLE OF CONTENTS
Page
ARTICLE I
Determinations, Definitions
and Interpretation
Section
101.
Short Title . . . . . . . . . . . . . . . 1
Section
102.
Authority for 1984 Variable Rate Bond
Authorization of Additional Bonds . . . .
9
Ordinance. . . . . . . . . . . . . . . . 1
Section
103.
Bond Ordinance to Constitute Contract . . 1
Section
104.
General Obligations . . . . . . . . . . . 1
Section
105.
Definitions and Interpretations . . . . . 2
Section
106.
Captions and Index. . . . . . . . . . . . 7
Section
107.
Parties Interested Herein . . . . . 7
Section
108.
Severability of Invalid Provision . . . . 7
Section
109.
Payment Dates . . . . . . . . . . . . . . 7
Additional Bonds . . . . . . . . . . . .
10
ARTICLE II
Series A Bonds
Section 201. Authorization and Purpose of the Series
A Bonds . . . . . . . . . . . . . . . . . 8
Section 202. Sale of Series A Bonds. . . . . . . . . . 8
Section 203. Delivery of Series A Bonds. . . . . . 8
Section 204. Application of Proceeds.of Series A
Bonds. . . . . . . . . . . . . . . . . . 8
ARTICLE III
Additional Bonds
Section
301.
Authorized Purpose of Additional Bonds. .
9
Section
302.
Authorization of Additional Bonds . . . .
9
Section
303.
Execution and Delivery of Additional
11
Section
404.
Bonds . . . . . . . . . . .
9
Section
304.
Application of Proceeds ofAdditional
13
Section
406.
Bonds. . . . . . . . . . . . . . . .
10
Section
305.
Conditions Precedent to Delivery of any
Additional Bonds . . . . . . . . . . . .
10
ARTICLE IV
General Provisions of Bonds
Section
401.
General Terms of Bonds . . . . . . . . .
11
Section
402.
Interest Rate . . . . . . . . . . . . . .
11
Section
403.
Redemption Provisions . . . . . . . . . .
11
Section
404.
Tender Provisions . . . . . . . . . . . .
12
Section
405.
Execution . . . .. . . . . . . . . . . . .
13
Section
406.
Authentication . . . . . . . . . . . . . .
13
Section
407.
Mutilated, Lost, Stolen or Destroyed
Bonds . . . . . . . . . . . . . . . . . .
14
(i)
•• r
Page
Section 408. Transfer, Exchange and Registry . . . . . 14
Section 409. Regulations With Respect to Exchanges and
Transfers . . . . . . . . . . . . . 15
Section 410. Conditions Precedent to the Delivery of
Any Bonds . . . . . . . . . . . . . . . . 15
ARTICLE V
Tax Receipts and Credit Agreement
Section
501.
Pledge of Funds . . . . . . .
. 16
Section
502.
Establishment of Bond Service Fund. . .
. 16
Section
503.
Credit Agreement. . . . . . . . . .
. 16
Section
504.
Levy and Extension of Taxes . . . .
. 17
Section
505.
Application of Bond Service Fund. . . .
. 18
Section
506.
Alternate Credit Agreement. . . . . . .
. 19
ARTICLE VI
Particular Covenants
Section
601.
General . . . . . . . . . . . .
. . 21
Section
602.
Payment of Bonds and Charges. . . . .
. . 21
Section
603.
Maintenance of Credit Agreement . . . .
. 21
Section
604.
Indebtedness and Liens. . . . . . . . .
. 21
Section
605.
Further Assurances. . . . . . . . . .
. . 21
Section
606.
Offices for Servicing Bonds . . . . .
. . 22
Section
607.
Arbitrage . . . . . . . . . . . . . .
. . 22
Section
608.
Conditions Precedent. . . . . . . . .
. . 22
Section
609.
Waiver of Rights . . . . . . . . . . .
. . 22
ARTICLE VII
Redemption of Bonds
Section 701. Privileges of Redemption and Redemption
ARTICLE VIII
Supplemental Bond Ordinances
Section 801. Supplemental Bond Ordinances Effective
Upon Consent of Bank . . . . . . . . . . 25
Section 802. Supplemental Bond Ordinances Effective
Upon Consent of Bank and Trustee . . . . 25
Section 803. Supplemental Bond Ordinances Effective
With Consent of Bondholders. . . . . . . 26
Section 804. Restriction on Amendments . . . . . . . . 26
(ii)
Prices . . . . . . . . . . . . . . . . .
23
Section
702.
Notice of Redemption. . . . . . . . .
23
Section
703.
Village's Election to Redeem. . . . . . .
23
Section
704.
Payment of Redeemed Bonds . . . . . *
23
Section
705.
Selection of Bonds to be Redeemed by
24
ARTICLE VIII
Supplemental Bond Ordinances
Section 801. Supplemental Bond Ordinances Effective
Upon Consent of Bank . . . . . . . . . . 25
Section 802. Supplemental Bond Ordinances Effective
Upon Consent of Bank and Trustee . . . . 25
Section 803. Supplemental Bond Ordinances Effective
With Consent of Bondholders. . . . . . . 26
Section 804. Restriction on Amendments . . . . . . . . 26
(ii)
Page
Section 805. Adoption and Filing of Supplemental Bond
Ordinances... . . . . . . . . . . . . . 26
Section 806. Authorization to Trustee. . . . . . . . . 27
ARTICLE IX
Amendments
Section
901.
Mailing . . . . . . . . . . . . . . .
. . 28
Section
902.
Powers of Amendment . . . . . . . . .
. . 28
Section
903.
Consent of Bondholders. . . . . . . .
. . 28
Section
904.
Amendments by Unanimous Action. . . .
. . 29
Section
905.
Exclusion of Bonds. . . . . . . . . .
. . 29
Section
906.
Notation on Bonds . . . . . . . . . .
. . 30
ARTICLE X
Remedies on Default
Section
1001.
Powers of Trustee . . . . . . . . . . . .
31
Section
1002.
Events of Default . . . . . . . . . . . .
31
Section
1003.
Enforcement by Trustee. . . . . . . .
32
Section
1004.
Representation of Bondholders by Trustee.
32
Section
1005.
Limitation on Powers of Trustee . . . . .
33
Section
1006.
Action by Trustee . . . . . . . . . . . .
33
Section
1007.
Accounting and Examination of Records
39
Section
1108.
After Default. . . . . . . . . . .
34
Section
1008.
Limitation on Rights of Bondholders
34
Section
1009.
Priority of Payments After Default. . . .
34
Section
1010.
Remedies Not Exclusive. . . . . . . . . .
35
Section
1011.
Control of Proceedings. . . . . . . .
35
Section
1012.
Effect of Waiver and Other Circumstances.
36
Section
1013.
Notice of Default . . . . . . . . . . . .
36
ARTICLE XI
The Fiduciaries
Section
1101.
Trustee . . . . . . . . . . . . . . . . .
37
Section
1102.
Paying Agent. . . . . . . . . . . . .
37
Section
1103.
Responsibilities of Fiduciaries . . . . .
37
Section
1104.
Funds Held in Trust . . . . . . . .
38
Section
1105.
Evidence on Which Fiduciaries May Act .
38
Section
1106.
Compensation and Expenses . . . . . . . .
38
Section
1107.
Resignation of Fiduciary. . . . . . . . .
39
Section
1108.
Removal . . . . . . . . . . . . . . . . .
39
Section
1109.
Appointment of Successor. . . . . . . . .
39
Section
1110.
Transfer of Rights and Property to
Successor. . . . . . . . . °. . . . . . .
40'
Section
1111.
Merger or Consolidation . . . . . . . . .
40
Section
1112.
Adoption of Authentication. . . . . . . .
40
Section
1113.
Certain Permitted Acts. . . . . . . . . .
_ 40
(iii)
�• r
(iv)
Page
ARTICLE XII
Miscellaneous
Section
1201.
Defeasance and Payment of Bonds . . . . .
42
Section
1202.
Evidence of Signatures of Bondholders and
Ownership of Bonds . . . . . . . . .
43
Section
1203.
Moneys Field for Particular Bonds.
43
Section
1204.
General Regulations as to Moneys and
Funds. . . . . . . . . . . . . . . . . .
43
Section
1205.
Cancellation of Bonds . . . . . .
44
Section
1206.
Preservation and Inspection of Documents.
44
Section
1207.
Form of Bonds . . . . . . . . .
'45
Section
1208.
No Personal Liability on Bonds. . . . . .
53
Section
1209.
Appointment of Remarketing Agent. . . . .
53
Section
1210.
Approval of Documents . . . . . . . . . .
53
Section
1211.
Publication and Notice. . . . . . . . . .
54
Section
1212.
Effective Date . . . . . . . . . . . . . .
54
(iv)
ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION
VARIABLE RATE DEMAND BONDS OF THE VILLAGE OF DEERFIELD,
ILLINOIS
BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES
OF THE VILLAGE OF DEERFIELD, ILLINOIS AS FOLLOWS:
ARTICLE I
Determinations, Definitions
and Interpretation
Section 101. Short Title. This Bond Ordinance may
hereafter belted as, and si hereinafter sometimes referred to,
as the 111984 Variable Rate Bond Ordinance."
Section 102. Authority for 1984 Variable Rate Bond
Ordinance. The Bond Ordinance is adopted by vr ue of the home
rule powers of the Village as set forth in Section 6 of Article
VII of the Illinois Constitution of 1970. The Village has ascer-
tained and hereby determines that each and every act, matter,
thing or course of conduct as to which provision is made herein
is necessary in order to carry out powers herein exercised and to
secure or further secure the payment of the principal of and
interest on the Bonds. The Bond Ordinance shall constitute full
authority for the issuance of the Bonds and to the extent that
the provisions of the Bond Ordinance conflict with the provisions
of any other ordinance or resolution of the Village, the provisions
of the Bond Ordinance shall control.
Section 103. Bond Ordinance to Constitute Contract.
In considerat n -of the purchase and acceptance of any o— r alI of
the Bonds by those who shall hold the same from time to time, the
provisions of the Bond Ordinance shall be a part of the contract
of the Village with the Holders of Bonds and shall be deemed to
be and shall constitute contracts among the Village, the Trustee
and the Holders from time to time of said Bonds. The pledge made
in the Bond 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
Holders of any and all of said Bonds. All of the Bonds, regard-
less of the time or times of their issuance or maturity, 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 the Bond Ordinance.
Section 104. 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 Unpaid Drawings and the interest thereon. The Bonds and the
Village's obligation to reimburse the Bank for Unpaid Drawings
shall be direct and general obligations of the Village. Unless
paid from other sources, the Village shall be obligated to levy
ad valorem taxes upon all the taxable property in the Village for
the payment of the Bonds, the interest thereon, all Unpaid Drawings
and the interest thereon, without limitation as to rate or amount.
Section 105. Definitions and Interpretations. In the
Bond Ordinance, unless a different meaning clearly appears from
the context:
"Additional Bonds" means any of the bonds of the Village
authenticated and delivered under and pursuant to Article III;
"Alternate Credit Agreement" means a credit agreement
between the Village and the Bank entered into pursuant to the
provisions of Section 506;
"Agent" or "Remarketing Agent" means John Nuveen & Co.
Incorporated as Remarketing Agent under the Remarketing Agreement
and its successor or successors appointed pursuant to Section
1209;
Articles and Sections mentioned by number only are the
respective Articles and Sections of the Bond Ordinance so num-
bered;
"Bank" means (i) National Westminster Bank PLC, Chicago
Branch, an English corporation acting through its Chicago branch
and its sucessors and assigns or (ii) at any time after the
termination of the initial Credit Agreement, the bank which has
entered into the Alternate Credit Agreement then in effect;
"Board of Trustees" means the President and Board of
Trustees of the Village, the governing body of the Village;
' "Bond" means any of the bonds of the Village authenticated
and delivered under and pursuant to the Bond Ordinance including
the Series A Bonds and any Additional Bonds;
"Bond Ordinance" means this 1984 Variable Rate Bond
Ordinance as the same may from time to time be amended, modified
or supplemented by one or more Supplemental Bond Ordinances;
"Bondholder" or the term "Holder" or "holder" or any
similar term, when used with reference to a Bond or Bonds, means
any person who shall be the registered owner of any Outstanding
Bond or Bonds;
"Bond Service Fund" means the Fund so designated which
is established and created by Section 502;
"Business Day" means any day excluding Saturday and
Sunday and any day which shall be a legal holiday or a day on
which banking institutions in the State of Illinois or dealers
located in the City of New York who are members of the National
-2-
Association of Securities Dealers, Inc. are obligated by law or
administrative order to close;
"Clerk" means the Village Clerk of the Village;
"Commitment" means, at the time any determination
thereof is to be made, $4,245,630, reduced by the amount of any
permanent reductions in such amount made pursuant to Section 3.1
of the Credit Agreement;
"Counsel's Opinion" means an opinion signed by any
attorney or firm of attorneys (who may be counsel of or counsel
to the Village or an attorney or firm of attorneys retained by it
for other purposes) licensed to practice in the state in which he
or it maintains an office, selected by the Village and accepted
by the Trustee and of recognized standing in said state;
"Credit Agreement" means (i) the Credit Agreement,
dated as of December 1, 1984, between the Village and the Bank or
(ii) at any time after the termination of the initial Credit
Agreement referred to in (i) above, the Alternate Credit Agreement
then in effect;
"Fiduciary" means the Trustee or any Paying Agent;
"Final Payment Date" means with respec,
tendered for payment, the date designated by the
purchase of such tendered Bond, which date shall
Day not prior to the seventh day next succeeding
or telephonic notice of tender is first received
Agent pursuant to Section 404;
t to a Bond
Holder for the
be a Business
the date written
by the Remarketing
The terms "herein," "hereunder," "hereby," "hereto,"
"hereof," and any similar terms, refer to the Bond Ordinance; the
term "heretofore" means before the date of adoption of the Bond
Ordinance; and the term "hereafter" means after the date of adop-
tion of the Bond Ordinance;
"Interest Payment Date" means, with respect to each
Bond, the first day of January, April, July and October, beginning
with April 1, 1985;
"Investment Obligations" means and includes any of the
following:
(a) direct obligations of or obligations insured or
guaranteed by the United States of America or agencies or
instrumentalities of the United States of America with a
remaining term to maturity of 12 months or less; -and
(b) interest - bearing time deposits or certificates of
deposit with a maturity of 12 months or less of a bank
(including the Trustee) or trust company continuously se-
cured and collateralized by obligations of the type des-
cribed in paragraph (a) hereof, or by general obligations of
-3-
-the State having a market value at least equal at all times
to the amount of such deposit or certificate, to the extent
such deposit or certificate is not insured by the Federal
Deposit Insurance Corporation or the Federal Savings and
Loan Insurance Corporation, or any successors thereto;
"Manager" means the Manager of the Village;
"Maximum Bond Amount" means, with respect to any date
or period of computation, the principal amount of Bonds for the
year on which such date occurs or with respect to which such
computation is made as shown in the following table, reduced by
the principal amount of Bonds previously redeemed at the option
of the Village pursuant to Section 403(B):
Year Principal Amount
1984
$4,100,000
1985
4,100,000
1986
4,100,000
1987
4,000,000
1988
3,900,000
1989
3,800,000
1990
3,700,000
1991
3,600,000
1992
3,500,000
1993
3,300,000
1994
3,100,000
1995
2,900,000
1996
2,700,000
1997
2,500,000
1998
2,200,000
1999
1,900,000
2000
1,600,000
2001'
1,200,000
2002
800,000
2003
400,000
"New York Agent" means J. Henry Schroder Bank & Trust
Company, acting as the agent for the Trustee, or any successor
appointed by the Trustee;
"Notice and Demand" means the filing by a Bondholder
with the Trustee and the Remarketing Agent of a written election
to tender Bonds for payment pursuant to Section 404;
"Officer's.Certificate" as to the Village means a
certificate signed by a Village Officer;
"Outstanding, "when used with reference to Bonds and as
of any particular date, describes all Bonds theretofore and
thereupon being authenticated and delivered except (a) any Bond
cancelled by the Trustee, or proven to the satisfaction of the
Trustee to have been cancelled by the Village or by any other
Fiduciary, at or before said date, (b) any Bond for the payment
-4-
or redemption of which moneys, equal to the principal amount or
Redemption Price thereof, as the case may be, with interest to
the date of maturity or redemption date shall have theretofore
been deposited with one or more of the Fiduciaries in trust
(whether upon or prior to maturity or the redemption date of such
Bond) and, except in the case of a Bond to be paid at maturity,
of which notice of redemption shall have been given or provided
for in accordance with Article VII; and (c) any Bond in lieu of
or in substitution for which another Bond shall have been authen-
ticated and delivered pursuant to the Bond Ordinance;
"Paying Agent" means the paying agent for Bonds appointed
by or pursuant to Section 1102, and its successor or successors
and any other corporation or association which may at any time be
substituted in its place pursuant to the Bond Ordinance;
"Principal Office," when used with respect to a Fiduci -'
ary means the principal, or corporate trust, or head, or principal
trust office of such Fiduciary situated in the city in which such
Fiduciary is described as being located;
"Project" means the capital improvement program described
at the public hearing held by the Board of Trustees on October
29, 1984 including the construction of storm sewer and sanitary
sewer improvements; the rehabilitation and resurfacing of existing
streets, walkways, and related traffic control and safety improve-
ments and the construction of Access Avenue from Hazel Avenue to
Osterman Avenues; all in accordance with plans on file in the
office of the Clerk and such other capital improvements as shall
be approved by resolution of the Board of Trustees;
"Redemption Price," when used with respect to a Bond
means the principal amount of such Bond plus the applicable
premium, if any, payable upon redemption thereof in the manner
contemplated in accordance with its terms pursuant to the Bond
Ordinance;
"Remarketing Agreement" means the Indexing and Remarketing
Agreement, dated as of December 1, 1984, by and between the
Village and the Agent;
"Revolving Credit Note"
issued pursuant to Section 2.4 of
a Revolving Loan;
means any note of the Village
the Credit Agreement to evidence
"Revolving Loan" means any loan made by the Bank to the
Village pursuant to Section 2.1 of the Credit Agreement;
"Series," when used with respect to less than all of
the Bonds, means and refers to all of the Bonds authenticated and
delivered on original issuance in a simultaneous transaction,
regardless of variations in maturity, interest rate or other pro-
visions; and any Bond thereafter authenticated and delivered in
lieu of or substitution for any of such Bonds;
-5-
"Series A Bond" means any of the bonds of the Village
authorized by Section 201 and authenticated and delivered under
and pursuant to Article II;
"State" means the State of Illinois;
"Supplemental Bond Ordinance" means any ordinance of
the Village amending or supplementing the Bond Ordinance adopted
and becoming effective in accordance with the terms of Article
VIII;
"Tax Receipts" means the ad valorem property tax receipts
derived from the tax levy authorized by Section 504;
"Trustee" means the trustee appointed by or pursuant to
Section 1101, and its successor or successors and any other
corporation-or association which may at-any time be substituted
in its place pursuant to the Bond Ordinance;
"Unpaid Drawings" shall mean the aggregate amount of
each Revolving Loan made by the Bank under the Credit Agreement,
to the extent not theretofore repaid by the Village;
"Unused Commitment" means, as of the time any determina-
tion thereof is to be made, the excess, if any, of (i) the Commit-
ment minus (ii) the aggregate outstanding principal amount of all
Revolving Loans;
"Variable Rate" shall mean the interest rate per annum
(not exceeding 13 %) as determined from time to time by the Remar-
keting Agent and designed to permit the initial marketing of the
Bonds at a price of par or the remarketing of the Bonds tendered
at a price of'par plus accrued interest, and shall be as representa-
tive as possible of the current market interest rate for securi-
ties comparable in security, liquidity and creditworthiness to
the Bonds;
"Village" means the Village of Deerfield, a municipal
corporation and a home rule unit of the State;
"Village Officer" means the Village President, the
Village Treasurer or the Manager of the Village, and, when used
with reference to an act or document, also means any other person
authorized by law or by resolution or ordinance of the Village to
perform such act or sign such document;
Village;
"Village President" means the Village President of the
"Village Treasurer" means the Treasurer of the Village;
Words importing the masculine gender include every
other gender;
Words importing the maturity or payment of a Bond do
not include or connote the becoming due of such Bond upon'redemp-
tion thereof prior to maturity pursuant to the Bond Ordinance or
the payment of the Redemption Price thereof;
words importing the payment of any Bond include the
payment of a portion of such Bond;
Words importing persons include firms, associations and
corporations;
Words importing the redemption or redeeming or calling
for redemption of a Bond do not include or connote the payment of
such Bond at its stated maturity or the purchase of such Bond;
and
Words importing the singular number include the plural
number, and vice versa.
Section 106. Captions and Index. Any captions, titles
or headings preceding the text of any i Article or Section herein
and any table of contents or index attached to the Bond Ordinance
or a copy thereof are solely for convenience of reference and
shall not constitute a part of the Bond Ordinance or affect its
meaning, construction or effect.
Section 107. Parties Interested Herein. Nothing in
the Bond Ordrd niTance expressed or implied is intended or shall be
construed to confer upon, or to give to, any person, other than
the Village, the Bank, the Fiduciaries and the Holders of the
Bonds, any right, remedy or claim under or by reason of the Bond
Ordinance or any covenant, stipulation, obligation, agreement or
condition therein. All the covenants, stipulations, obligations,
promises and agreements in the Bond Ordinance contained by and on
behalf of the Village, shall be for the sole and exclusive benefit
of the Village, the Bank, the Fiduciaries and the Holders of.the
Bonds.
Section 108. Severability of Invalid Provision. If
any one or more of the provisions, covenants or agreements in the
Bond Ordinance on the part of the Village or any Fiduciary to be
performed should be contrary to law, then such provision or
provisions, covenant or covenants, agreement or agreements, shall
in no way affect the validity of the other provisions of the Bond
Ordinance or of the Bonds.
Section 109. Payment Dates. In any case where an
Interest Payment Date or the maturity date of the Bonds or the
date fixed for the redemption of any Bonds shall be other than a
Business Day, then payment of interest, principal or Redemption
Price need not be made on such date but may be made on the next
succeeding Business Day, with the same force and effect as if
made on the due date, and no interest on such payment shall
accrue for the period after such due date if payment is made on
such next succeeding Business Day.
-7-
ARTICLE II
Series A Bonds
Section 201. Authorization and Purpose of the Series A
Bonds. Thee Village hereby determines to acquire and construct
the Project and to finance the costs of the Project including
$260,000 of capitalized interest on the Series A Bonds, and costs
of issuance of the Series A Bonds. To meet part of such costs,
there is hereby appropriated the sum of $4,100,000. Subject to
and pursuant to the provisions of the Bond Ordinance, general
obligation bonds of the Village, each constituting a Series A
Bond as mentioned and described in the Bond Ordinance, are hereby
authorized to be issued in the aggregate principal amount of
$4,100,000 for the purpose of financing said appropriation. The
Series A Bonds shall be designated "General Obligation Variable
Rate Demand Bonds, Series A."
Section 202. Sale of Series A Bonds. The Series A
Bonds are hereby sold at a price o 4,059,000 to John,Nuveen &
Co. Incorporated. Each of the Village Officers is hereby authorized
and directed to do each and every thing necessary to provide for
the issuance and delivery of the Series A Bonds.
Section 203. Delivery of Series A Bonds. The Series A
Bonds shall be executed by or on behalf of the Village in accordance
with Section 405 and be delivered to the Trustee for authenti-
cation and thereupon shall be authenticated by the Trustee and,
upon fulfillment of the conditions set forth in Section 410,
delivered by the Trustee to or upon the order of the Village.
Section 204. Application of Proceeds of Series A_
Bonds. Of the proceeds of sale of the Serfs AA Bonds, the following
amounts shall, on the date of the delivery of the Series A Bonds
by the Trustee, be paid or deposited as follows:
(1) to the Bond Service Fund, the sum of $260,000;
(2) to the Village, the remaining proceeds of sale of
the Series A Bonds.
WIM
ARTICLE III
Additional Bonds
Section 301. Authorized Purpose of Additional Bonds.
General oblig on bonds of the Village, each constituting an
Additional Bond as mentioned and described in the Bond Ordinance,
may be authenticated and delivered from time to time in accordance
with the provisions of this Article for the purpose of refunding
Unpaid Drawings. The Additional Bonds shall be designated "General
Obligation Variable Rate Demand Bonds, Series A " and
shall bear such additional designation as may be requested by the
Trustee to distinguish a Series of Additional Bonds.
Section 302. Authorization of Additional Bonds. (A)
Additional Bonds may be issued only after their allthoror —Ttion in
accordance with the Bond Ordinance by a written order of a Village
Officer which shall specify and determine that such Additional
Bonds are to be issued for the purpose of refunding all or less
than all of the Unpaid Drawings.
(B) Additional Bonds shall be issued only if immediately
following the issuance thereof:
(1) The principal amount of Outstanding Bonds is equal
to or less than the then applicable Maximum Bond Amount. In
computing the principal amount of Outstanding Bonds for the
purpose of this subparagraph, the principal amount of any
Bond called for redemption and purchased pursuant to Section
404(C) shall be deemed to remain Outstanding until its
redemption date; and
(2) The principal amount of Outstanding Bonds plus 100
days accrued interest on such principal amount of Outstanding
Bonds (computed on the assumption that the interest rate on
the Bonds is 13% per annum) is equal to or less than the
Unused Commitment.
(C) The issuance of Additional Bonds shall not be
subject to, or in any manner limited by, the provisions of
Resolution No. R -83 -13 adopted by the Board of Trustees on
December S, 1983 and entitled: "Resolution Amending Policy
on the Use of Home Rule General Bonded Indebtedness Powers."
Section 303. Execution and Delivery of Additional
Bonds. A Ser— ie of Additional Bonds shall from time to time be
executed by or on behalf of the Village in accordance with Section
405 and be delivered to the Trustee for authentication and there-
upon shall be authenticated by the Trustee and, upon fulfillment
of the conditions set forth or referred to in Section 305, de-
livered by the Trustee to the Village or upon its order.
Section 304. Application of Proceeds of Additional
Bonds. The proceeds of sale of Additional Bonds of any Series,
shall, on the date of delivery of such Additional Bonds by the
Trustee, be applied to the payment of Unpaid Drawings in accordance
with the written order of the Village signed by a Village Officer
as provided in Section 410.
Section 305. Conditions Precedent to Delivery of any
Additional Bonds. The Trustee shall not deliver Additional Bonds
of any Series upon original issuance unless theretofore or simul-
taneously therewith the conditions set forth in Section 410 shall
have been fulfilled, and there shall have been delivered to the
Trustee:
(1) A'certificate of a Village Officer stating that
the Village is not in default with respect to any of the
covenants, agreements or provisions of the Bond Ordinance,
the Remarketing Agreement or the Credit Agreement;
(2') A certificate of an authorized'officer of the Bank
stating that such Series of Additional Bonds is entitled to
the benefits of the Credit Agreement; and
(3) A Counsel's Opinion stating that such Series of
Bonds are authorized by the Bond Ordinance and are to be is-
sued for the primary purpose of refunding Unpaid Drawings in
conformity with the provisions and limitations of the Bond
Ordinance.
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f f
ARTICLE IV
General Provisions of Bonds
Section 401. General Terms of Bonds. (A) Bonds shall
mature on January 1, 2004 and shall be payable, with respect to
principal, interest and Redemption Price, in legal tender of the
United States of America. Each Bond of each Series shall be
dated as of the later of (i) the date of original issuance of the
Bonds of such Series, and (ii) the date to which interest has
been paid in full on said Bond. Each Bond shall bear interest.
from its date payable on each Interest Payment Date at the Variable
Rate computed as provided in Section 402.
(B) The principal of and premium, if any, on Bonds
shall be payable at the Principal Office of the Trustee or the
Principal Office of any Paying Agent. Interest on Bonds shall_be
paid by the Trustee by check or_ draft mailed to the registered
owners of record as of the close of business on the Business Day
preceding the applicable Interest Payment Date at the addresses
of such owners appearing on the registration books maintained by
the Village for such purpose at the Principal Office of the
Trustee. Notwithstanding the foregoing provisions of this para-
graph, payment of the interest on any Bond of a principal amount
of at least $1,000,000 shall be made by depositing immediately
available funds in a bank account specified by the registered
owner of record of such Bond in written instructions delivered to
the Trustee prior to the close.of business on the Business Day
preceding the applicable Interest Payment Date.
(C) The Bonds shall be negotiable instruments and may
be issued only in the form of fully registered Bonds in denomina-
tions of $100,000 or any integral multiple thereof.
(D) Bonds of each Series shall be numbered from 1
upwards in order of their issuance -and may bear such identifying
numbers or letters as the Trustee may determine to be useful with
respect to the registration, transfer and exchange of Bonds.
Section 402. Interest Rate. (A) The Bonds shall bear
interest at a variable rate per annum, except as otherwise provided
in this Section, equal to the Variable Rate in effect from time
to time. Interest shall be computed on the basis of a year of
365 days or 366 days, if appropriate, for the number of days
actually elapsed. The Remarketing Agent shall establish the
Variable Rate prior to the original issuance of the Series 1984
Bonds and may change the Variable Rate at anytime by giving no-
tice thereof to the Trustee. Any change in the Variable Rate
shall take effect on the Business Day immediately following the
date such change is made.
Section 403. Redemption Provisions. (A) The Bonds
shall be subject to mandatory and optional redemption prior to
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maturity at a Redemption Price equal to the principal amount
thereof to be redeemed together with interest accrued thereon to
the date fixed for such redemption upon the terms and conditions
specified in this Section and in Article VII.
(B) The Bonds shall be'subject to redemption at the
option of the Village at anytime, as a whole, or in part by lot.
(C) The Bonds shall be subject to mandatory redemption
prior to maturity, in part by lot, on January 1, 1987 and on each
January 1 thereafter in the following amounts each of which shall
constitute a sinking fund installment for the retirement of the
Bonds:
Year
Amount
1987
$100,000
1988
100,000
1989
100,000
1990
100,000
1991
100,000
1992
100,000
1993
200,000
1994
200,000
1995
200,000
1996
200,000
1997
200,000
1998
300,000
1999
300,000
2000
300,000
2001
400,000
2002
400,000
2003
400,000
(D) The Bonds shall be subject to mandatory redemption
prior to maturity upon the filing with the Trustee by the Village
or the Bank of notice of the termination of the Credit Agreement,
unless a fully executed counterpart of an Alternate Credit Agreement
meeting the requirements of Section 506 has been filed with the
Trustee at least 35 days prior to the termination date of the
Credit Agreement. The date fixed for such redemption shall not
be later than the latest possible redemption date immediately
prior to the termination date stated in such notice of termination.
Section 404. Tender Provisions. (A) Any Bond may be
tendered for payment prior to maturity by the Holder thereof by
(i) filing with the Agent and the Trustee a Notice and Demand
substantially in the form set forth in Section 1207, or by giving
irrevocable telephonic notice to the Agent confirmed in writing
by telex, telecopier, letter or telegram received by the Agent
and the Trustee by the close of business on the next Business Day
and (ii) delivering to the Trustee at its Principal Office or to
the New York Agent, at its principal office in the Borough of
Manhattan, City and State of New York, at least two Business Days
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CP
prior to the Final Payment Date, the tendered Bond, with an
appropriate endorsement for transfer or accompanied by a bond
power endorsed in blank. The filing of the Notice and Demand by
the Holder or the giving of telephonic notice of tender by the
Holder shall constitute an irrevocable demand for payment of the
principal of and accrued interest on such tendered Bond to the
Final Payment Date. Notice of each tender shall be given by the
Trustee to the Bank and the Village.
(B) The Agent is hereby appointed to arrange for the
placement of a tendered Bond at a purchase price of not less than
the principal amount thereof plus accrued interest to the Final
Payment Date. Upon receipt from the Agent of notice of the
placement of a tendered Bond, the Trustee, or the New York Agent
acting on behalf of the Trustee, shall deliver the tendered Bond,
with an appropriate endorsement for transfer, to or upon the
order of the Remarketing Agent and the Holder of the tendered
Bond shall be paid on the Final Payment Date an amount equal to
the purchase price from the proceeds of such remarketing.
(C) If the Agent is unable to arrange a placement of a
tendered Bond by 3:00 P.M., New York time, on the Business Day
next preceding the Final Payment Date, or if the proceeds from
the remarketing of the tendered Bond have not been received by
the Trustee by'11:00 A.M., New York time, on the Final Payment
Date, then the Trustee shall, on the Final Payment Date, purchase
the tendered. Bond at a purchase price equal to the principal
amount thereof plus accrued interest to the Final Payment Date.
To pay the purchase price of a tendered Bond which has not been
remarketed, the Trustee shall borrow moneys pursuant to the
Credit Agreement in an amount equal to the purchase price of the
tendered Bond including the interest accrued on such tendered
Bond to the Final Payment Date.
Section 405. Execution. The Bonds shall be executed
in the name of the Village by the manual or facsimile signature
of the Village President, and its corporate seal or a facsimile
thereof shall be impressed, imprinted, engraved or otherwise
reproduced thereon and attested by the manual or facsimile signa-
ture of the Village Clerk. In case any one or more of the officers
who shall have signed or sealed any of the Bonds shall cease to
be such officer before such Bonds shall have been authenticated
and delivered, such Bonds may, nevertheless, be authenticated and
delivered as if the persons who signed or sealed such Bonds had
not ceased to hold office. Any Bond may be signed and sealed on
behalf of the Village by such persons as at the time of the
execution of such Bond shall be duly authorized or hold the
proper office in the Village, although at the date of such Bond
such persons may not have been so authorized or have held such
office.
Section 406. Authentication. Only such Bonds as shall
have endorsed thereon the certificate of authentication substan-
tially in the form set forth in Section 1207, duly executed by
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the Trustee, shall be entitled to any right or benefit under the
Bond Ordinance. No Bonds shall be valid or obligatory for any
purpose unless and until such certificate of authentication shall
have been duly executed by the Trustee; and such executed certifi-
cate upon any such Bond shall be conclusive evidence that such
Bond has been authenticated and delivered under the Bond Ordinance.
Section 407. Mutilated, Lost, Stolen or Destroyed
Bonds. In the event any Bond is mutilated, lost, stolen or de-
stroyed, the Village may execute and the Trustee may authenticate
a new Bond, of like date, series, maturity and denomination as
the Bond so mutilated, lost, stolen or destroyed. In the case of
any lost, stolen or destroyed Bond, there shall first be furnished
to the Trustee evidence of such loss, theft or destruction satis-
factory to the Trustee together with indemnity satisfactory to
it. The Trustee shall charge the Holder of such Bond reasonable
fees and expenses incurred in connection with the delivery of
such new Bond.
Section 408. Transfer, Exchange and Registry. (A)
The transfer of each Bond shall be registrable only upon the
registration books maintained by the Village for that purpose at
the Principal Office of the Trustee, 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 Trustee and duly executed by the
registered owner or his duly authorized attorney. Upon the
surrender for registration of transfer of any Bond, the Village
shall execute and the Trustee shall authenticate and deliver a
new Bond or Bonds registered in the name of the transferee of the
same aggregate principal amount, series, maturity and interest
rate as the surrendered Bond.
(B) Bonds, upon surrender thereof at the Principal
Office of the Trustee, with a written instrument satisfactory to
the Trustee and duly executed by the registered owner or his duly
authorized attorney, may be exchanged for an equal aggregate
principal amount of Bonds of the same aggregate principal amount,
series, maturity and interest rate as the surrendered Bond and of
any authorized denominations.
(C) The Village and each Fiduciary may deem and treat
the person in whose name any Bond shall be registered upon the
registration books maintained by the Village at the Principal
Office of the Trustee 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, premium, if any,
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 any Fiduciary shall be affected
by any notice to the contrary.
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t
Section 409. Regulations With Respect to Exchanges and
Transfers. (A) In all cases in-which the privilege of exchanging
Bonds or registering the transfer of Bonds is exercised, the
Village shall execute and the Trustee shall authenticate and
deliver Bonds in accordance with the provisions of the Bond
Ordinance. All Bonds surrendered for exchange or registration of
transfer shall forthwith be cancelled by the Trustee. For every
such exchange or registration of transfer of Bonds, the Village
or the Trustee may, as a condition precedent to the privilege of
making such exchange or registration of transfer, 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
registration of transfer.
(B) The Trustee shall not be required to transfer or
exchange any Bond after notice of the redemption of all or a por-
tion thereof has been given. The Trustee shall not be required
to transfer or exchange any Bond during a period of five days
next preceding the mailing of a notice of redemption which could
designate for redemption all or a portion of such Bond. The
provisions of this paragraph shall not apply to Bonds tendered
pursuant to Section 404.
Section 410. Conditions Precedent to the Delivery of
Any Bonds. The Trustee shall not deliver any of the Bonds of any
Series upon original issuance unless (a) simultaneously therewith
all of the Bonds of such Series shall be so delivered, and (b)
theretofore or simultaneously therewith there shall have been
filed with or delivered to the Trustee:
(1) A copy of the Bond Ordinance, certified by the
Clerk;
(2) A copy of _every Supplemental Bond Ordinance there-
tofore adopted by the Village, certified by the Clerk;
(3) A certificate of a Village Officer or the Clerk
stating that the Bond Ordinance has not been repealed and
that a copy of every Supplemental Bond Ordinance theretofore
adopted by the Village has been delivered to the Trustee;
(4) The written order of the Village as to the delivery
of the Bonds of such Series, signed by a•Village Officer;
(5) A fully executed counterpart of the Credit Agree-
ment; and
(6) A fully executed counterpart of the Remarketing
Agreement.
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ARTICLE V
Tax Receipts and Credit Agreement
Section 501. Pledge of Funds. A pledge of all Tax
Receipts and all moneys, securities and funds, held or set aside
or to be held or set aside pursuant to the Bond Ordinance by any
Fiduciary or in any Fund created by the Bond Ordinance is hereby
made, and the pledge hereby made shall be valid and binding from
and after the time of delivery by the Trustee of the first Bond
authenticated and delivered under the Bond Ordinance. Such Tax
Receipts, moneys, securities and funds so pledged and then or
thereafter received by the Village shall immediately be subject
to the lien of such pledge without any physical delivery or
further act, and the lien of such pledge and the obligation to
perform the contractual provisions hereby made shall have priority
over any or all other obligations and liabilities of the Village
with respect thereto. The pledge made pursuant to this Section
shall be valid and binding as against all parties having claims
of any kind in tort, contzact or otherwise against the Village.
The Trustee may file notice of such pledge as provided in the
Uniform Commercial Code of the State.
Section 502. Establishment of Bond Service Fund. The
Village hereby establishes and creates the Bond Service Fund,
which shall be a special fund held by the Trustee. All moneys--
required to be deposited with or paid to the Trustee under any
provision of the Bond Ordinance shall be held by the Trustee in
trust and applied only in accordance with the provisions of the
Bond Ordinance and shall be a trust fund for the purposes of the
Bond Ordinance.
Section 503. Credit Agreement. (A) The Village
hereby appoints the Trustee as its agent to borrow under the
terms of the Credit Agreement. The Trustee shall borrow moneys
under the Credit Agreement in accordance with the terms thereof
to make timely payment of the purchase price of tendered Bonds
purchased by the Trustee on the Final Payment Date pursuant to
Section 404(C).
(B) If the Trustee has not received written notice
from the Agent prior to 3:00 P.M., New York time, on the last
Business Day immediately preceding the Final Payment Date that a
remarketing of a tendered Bond has been made, or if the proceeds
from the remarketing of such tendered Bond have not been received
by the Trustee by 11:00 A.M., New York time, on the Final Payment
Date; then the Trustee,shall notify the Bank that a loan is to be
made under the Credit Agreement on the Final Payment Date in an
amount equal to the purchase price (including accrued interest to
the Final Payment Date) of the tendered Bond.
(C) The Trustee shall apply the proceeds of borrowings
under the Credit Agreement to the payment of the purchase price
of tendered Bonds pursuant to Section 404(C); provided, however,
12S-M
if a borrowing is made under the Credit Agreement and all or a
portion of such borrowing is not required to provide such purchase
price, the Trustee shall pay to the Bank to reimburse it for the
Unpaid Drawings resulting from such borrowings, the remaining
amount thereof in excess of such purchase price.
Section 504. Levy and Extension of Taxes. (A) For
the purpose of providing the funds required to pay the principal
or Redemption Price of and interest on the Bonds as the same
become due and payable, there is hereby levied upon all the
taxable property in the Village, a direct annual tax in addition
to all other taxes, as follows:
Tax Levy Year
A Tax Sufficient to Produce
1984
$232,911
1985
424,000
1986
416,000
1987
408,000
1988
400,000
1989
392,000
1990
384,000
1991
472,000
1992
456,000
1993
440,000
1994
424,000
1995
408,000
1996
488,000
1997
464,000
1998
440,000
1999
512,000
2000
480,000
2001
448,000
2002
416,000
(B) As soon as the Bond Ordinance becomes effective, a
copy thereof certified by the Village Clerk, which certificate
shall recite that the Bond Ordinance has been passed by the Board
of Trustees, shall be filed with the County Clerk of Cook County,
Illinois, and the County Clerk of Lake County, Illinois, who are
each hereby directed to ascertain the rate percent required to
produce the aggregate tax hereinbefore provided to be levied in
the years 1984 to 2002, 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 pur-
poses for said years are levied and collected and, when collect-
ed, such taxes shall constitute Tax Receipts. All of the proceeds
of sale of tax anticipation notes or warrants issued in anticipa-
tion of the collection of taxes levied pursuant to this Section
shall constitute Tax Receipts.
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(C) Two Business Days prior to each Interest Payment
Date, the Village shall promptly pay all Tax Receipts to the
Trustee for deposit in the Bond Service Fund. Pending the collec-
tion of the taxes levied pursuant to this Section or in the event
that the amount of Tax Receipts is not sufficient to pay and
promptly discharge the obligations of the Village under the Bond
Ordinance, the Village Treasurer is hereby authorized to make
such payments from any other moneys, income, revenues or funds of
the Village that are legally available for that purpose.
(D) On or after September 1 of any year, the Board of
Trustees may adopt an ordinance or resolution providing for the
abatement of the taxes levied pursuant to the Bond Ordinance and
next to be extended, in an amount equal to the moneys then held
in the Bond Service Fund less an amount equal to the principal or
Redemption Price of and interest on the Bonds to become due on or
prior to the next succeeding July 1. For the purpose of comput-
ing the amount of interest to become due on the Bonds prior to
such July 1, interest shall be deemed to accrue from the date
such calculation is made to such July 1 at the rate of 13% per
annum and the principal amount of Bonds Outstanding on each date
on or prior to the next succeeding July 1 shall be deemed to be
equal to the Maximum Bond Amount for such date. No such abatement
of taxes shall be made during any period in which Unpaid Drawings
remain unpaid.
Section 505. Application of Bond Service Fund. (A)
The Trustee shall withdraw from the Bond Servic Fund the amounts
required to pay (i) the interest due on the Bonds on each Interest
Payment Date; (ii) the principal of the Bonds due on the maturity
date thereof; and (iii) the Redemption Price of and accrued
interest on Bonds called for redemption pursuant to Section 403
on the applicable redemption dates.
(B) Whenever the amount held in the Bond Service Fund
exceeds the sum of the principal or Redemption Price of and the
interest on the Bonds to become due within the next 366 days,
then the amount of such excess shall be paid to the Village free
from the lien of the Bond Ordinance. In computing the amount of
interest to become due during such 366 day period, interest shall
be deemed to accrue from the date such calculation is made at the
rate of 13% per annum and the principal amount of Bonds Outstanding
on each date during such 366 -day period shall be deemed to be
equal to the Maximum Bond Amount for such date. Amounts withdrawn
from the Bond Service Fund pursuant to the provisions of this
paragraph shall be applied first to the repayment of Unpaid
Drawings.
(C) If a Bond called for redemption is purchased pur-
suant to Section 404(C) prior to the redemption date of such
Bond, then an amount not exceeding the Redemption Price of such
Bond (or portion thereof called for redemption) shall be withdrawn
from the Bond Service Fund and paid to the Bank to the extent
necessary to reimburse it for any Unpaid Drawings.
Ck=
(D) The amount accumulated in the Bond Service Fund
for the payment of each sinking fund installment specified in
Section 403(C), if so directed by a Village Officer, shall be
applied by the Trustee prior to the 30th day preceding the due
date of such sinking fund installment to the payment of the
principal of Revolving Credit Notes. Each such payment shall be
made in amounts equal to $100,000 or any integral multiple of
$100,000. An amount equal to the principal amount of the Revolving
Credit Notes so paid shall be credited toward the next sinking
fund installment. As soon as practicable after the 30th day
preceding the due date of any such sinking fund installment, the
Trustee shall proceed to call for redemption pursuant to Article
VII, on such due date, Bonds in a principal amount equal to the
amount specified in Section 403(C) for such due date less the
principal amount of Revolving Credit Notes paid and credited as
provided in this paragraph.
(E) If there are any Unpaid Drawings after the payment
of all Bonds issued under the Bond Ordinance and the termination
date of the Commitment; then any amounts remaining in the Bond
Service Fund shall be applied to the payment of such Unpaid
Drawings and the accrued and unpaid interest thereon. A pledge
of the Bond Service Fund and all Tax Receipts and all moneys,
securities and funds, held or set aside or to be set aside pursuant
to the Bond Ordinance by any Fiduciary or in any Fund created by
the Bond Ordinance is hereby made in favor of the holders and
owners from time to time of the Revolving Credit Notes. Such ,
pledge shall be junior and subordinate to the pledge provided for
in Section 501 for the benefit and security of the Bondholders.
Section 506. Alternate Credit Agreement. (A) The
Village may from time to time enter into one or more Alternate
Credit Agreements with commercial banks the terms of which shall
be the same as the then current Credit Agreement in all material
respects. As of the effective date of any Alternate Credit
Agreement, the Unused Commitment thereunder shall equal not less
than the then current Maximum Bond Amount plus 100 days' accrued
interest on such Maximum Bond Amount-(computed on the assumption
that the interest, rate on the Bonds is 13% per annum). Each
Alternate Credit Agreement shall become effective not later than
the termination date of the then current Credit Agreement and
shall not expire earlier than six months following its effective
date.
(B) An executed counterpart of each proposed Alternate
Credit Agreement shall be filed with the Trustee at least 35 days
prior to the termination date of the then current Credit Agreement.
On or prior to the filing of such Alternate Credit Agreement, the
Village shall deliver to the Trustee the following:
(1) A-Counsel's Opinion stating that the delivery of
such an Alternate Credit Agreement is authorized under the
terms of the Bond Ordinance and complies with the terms of
this Section; and
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(2) Written evidence from Moody's Investors Service,
Inc., if the Bonds are then rated by such rating agency, and
from Standard & Poor's Corporation, if the Bonds are then
rated by such rating agency, in each case to the effect that
such rating agency has reviewed the proposed Alternate
Credit Agreement and that the substitution of the proposed
Alternate Credit Agreement for the then current Credit
Agreement will not; by itself, result in a withdrawal or
reduction in the then current rating of the Bonds.
(C) Upon satisfaction of the conditions specified in
this Section the Trustee shall accept the Alternate Credit Agree-
ment and shall file notice thereof with the Village. A copy of
such notice shall be mailed to the Remarketing Agent, the New
York Agent, to each Paying Agent and to each Holder of Bonds at
the address of such Holder appearing upon the registration books
of the Village kept for that purpose at the Principal Office of
the Trustee.
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ARTICLE VI
Particular Covenants
Section 601. General. The Village hereby covenants
and agrees with the Trustee and with the Holders of the Bonds and
makes provisions which shall be a part of its contract with such
Holders, to the effect and with the purpose set forth in the
following provisions and Sections of this Article. The provisions
of this Article shall be effective from and after the time of the
delivery by the Trustee of the first Bond authenticated and
delivered under the Bond Ordinance. The Village shall do and
perform or cause to be done and performed all acts and things
required to be done or performed by or on behalf of the Village
under the provisions of law or the Bond Ordinance in accordance
with the terms of such provisions.
Section 602. Payment of Bonds and Charges. (A) The
Village shall duly and punct�ly pay or cause to be paid the
principal or Redemption Price of every Bond and the interest
thereon, at the dates and places and in the manner mentioned in
the Bonds, according to the true intent and meaning thereof..
(B) The Village shall duly and punctually pay or cause
to be paid all Unpaid Drawings and the interest thereon, all
fees, expenses and other valid charges of any Fiduciary, of the
Bank as specified in the Credit Agreement and of the Agent as
specified in the Remarketing Agreement.
Section 603. Maintenance of Credit Agreement. The
Village shall maintain the Unused Commitment in an amount suffi-
cient to make timely payment of the purchase price of Bonds
tendered for payment. The Village shall faithfully perform at
all times any and all covenants, agreements and provisions relating
to the Village and contained in the Credit Agreement.
Section 604. Indebtedness and Liens. The Village
shall not issue any bonds, notes, or other evidences of indebted-
ness, other than the Bonds (including Additional Bonds) the
Revolving Credit Notes secured by a pledge or other lien or
charge on Tax Receipts or on any amounts held by any Fiduciary,
under the Bond Ordinance. Nothing contained herein shall limit
or impair the power of the Village to issue general obligation
debt.
Section 605. Further Assurances. At any and all times
the Village shall, so far as t may be authorized by law, pass,
make, do, execute, acknowledge and deliver all and every such
further resolutions, acts, deeds, conveyances, assignments,
transfers and assurances as may be necessary or desirable for the
better assuring, conveying, granting, assigning and confirming
all and singular the rights, moneys and other funds hereby pledged,
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or intended so to be, or which the Village may hereafter become
bound to pledge, or as may be reasonable and required to carry
out the purpose of the Bond Ordinance. The Village shall at all
times, to the extent permitted by law, defend, preserve and
protect the pledge of Tax Receipts and other funds pledged here-
under, its rights under the Credit Agreement and all the rights
of the Bondholders hereunder against all claims and demands of
all persons whomsoever.
Section 606. Offices for Servicing Bonds. The Village
shall at all es maintain an office or agency the City of
Chicago, Illinois or the Borough of Manhattan, City and State of
New York where Bonds may be presented for transfer or exchange,
and an office or agency, where Bonds may be presented for payment,
tender or redemption. The Village hereby irrevocably appoints
the Trustee as its agent to maintain such office or agency for
the transfer or exchange of Bonds. The Village shall appoint one
or more Paying Agents as its agent to maintain such office or
agency for the payment, tender or redemption.of Bonds. If the
Trustee does not maintain an office in the Borough of Manhattan,
City and State of New York to facilitate the tender, exchange,
transfer and payment of Bonds, then the Trustee shall enter into
an agreement with the New York Agent providing for the deposit of
Bonds at an office in said Borough of Manhattan for transmission
to the Trustee for such purposes.
Section 607. Arbitrage. Moneys on deposit in any fund
in connectio' n with the Bonds, whether or not such moneys were
derived from the proceeds of the sale of the Bonds or from any
other sources, will not be used in a manner which will cause any
Bond to be an "arbitrage bond" within the meaning of Section
103(c) of the Internal Revenue Code of 1954, as amended, and any
lawful regulations promulgated or heretofore proposed thereunder.
Section 608. Conditions Precedent. Upon the date of
issuance of any of the Bonds, all conditions, acts and things
required by the Constitution or statutes of the State or the Bond
Ordinance to exist, to have happened or to have been performed
precedent to or in the issuance of such Bonds shall exist, have
happened and have been performed and such Bonds, together with
all other obligations of the Village, shall be within every debt
and other limit prescribed by said Constitution or statutes.
Section 609. Waiver of Rights.
at any time nsi t upon or plead in any m,
claim or take benefit or advantage of any
law now or at any time hereafter in force
covenants and agreements contained in the
the Bonds and all benefit or advantage of
hereby expressly waived by'the Village.
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The Village shall not
inner whatsoever, or
stay or extension of
which may affect the
Bond Ordinance or in
any such law or laws is
ARTICLE VII
Redemption of Bonds
Section 701. Privileges' of Redemption and Redemption
Prices. Bonds which are redeemable prior to maturity at the
option of the Village shall be subject to redemption by or on
behalf of the Village, prior to maturity and upon notice as
provided in this Article, to such extent, through application of
such moneys, at such time or times, in such order, and on such
other terms and conditions as shall be provided by the Bond
Ordinance or a Supplemental Bond Ordinance and referred to in
said Bonds, and in all cases at a price equal to the principal
amount of each Bond to be redeemed plus such redemption premium
or differing redemption premiums, (if any), expressed as a percent-
age of such principal amount, as shall be set forth in said Bonds
and applicable upon such redemption, together with interest
accrued to the redemption date.
Section 702. Notice of Redemption. When the Trustee
shall be required or authorized, or shall receive notice from the
Village of its election to redeem Bonds, the Trustee shall, in
accordance with the terms and provisions of the Bonds and the
Bond Ordinance, select the Bonds to be redeemed and shall give
notice of redemption which shall state the redemption date and
identify the Bonds (or portions thereof) to be redeemed. Such
notice shall further state that on such redemption date there
shall become due and payable upon each such Bond or portion
thereof so to be redeemed the Redemption Price thereof, together
with interest accrued to the redemption date, and that from and
after such date interest thereon shall cease to accrue and be
payable to the Holder. Such notice shall be given by mailing a
copy of such notice, not less than 15 days nor more than 30 days
before such redemption.date, to each Paying Agent and to each
Holder of Bonds at his address appearing upon the registration
books of the Village kept for that purpose at the Principal
Office of the Trustee.
Section 703. Village's Election to Redeem. The Village
shall give wrir"Eten notice to the Trustee of its election to re-
deem Bonds and of the redemption date thereof, which notice shall
be given at least 30 days prior to the redemption date or at such
later date as shall be acceptable to the Trustee.
Section 704. Payment of Redeemed Bonds. The Bonds or
portions thereof called for redemption shall become due and
payable on the redemption date stated in the notice of redemption
at the Redemption Price applicable on said date plus interest ac-
crued and unpaid to the redemption date, and, upon presentation
and surrender thereof, with a written instrument of transfer duly
executed by the Holder or his duly authorized attorney, such
Bonds or portions thereof shall be paid at the said Redemption
Price. -If there shall be drawn for redemption less than all of a
&WE
r• I qh ,
Bond, the Village shall execute and the Trustee shall authenticate
and deliver, upon the surrender of such Bond, without charge to
the Holder thereof, for the unredeemed balance of the principal
amount of the Bond so surrendered, Bonds in any of the authorized
denominations. If, on the redemption date, moneys for the redemp-
tion of all the Bonds or portions thereof to be redeemed, together
with interest accrued and unpaid to the redemption date, shall be
held by or on behalf of the Trustee so as to be available therefor
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 Holder), then from and after the
redemption date the Bonds or portions thereof so called for re-
demption shall cease to bear interest and said Bonds shall no
longer be considered as Outstanding. Except as provided in Sec-
tion 505(C), all moneys held by or on behalf of the Trustee for
the redemption of particular Bonds shall be held in trust for the
account of the Holders of the Bonds so to be redeemed.
Section 705. Selection of Bonds to be Redeemed b Lot.
In the event of the redemption of Tess than alb e Outstanting
Bonds, the Trustee shall assign to each such Outstanding Bond a
distinctive number for each $100,000 of the principal amount of
such Bond and shall select by lot, using such method of selection
as it shall deem proper in its discretion, from the numbers
assigned to such Bonds as many numbers as, at $100,000 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, but only so much of the prin-
cipal amount of each such Bond of a denomination of more than
$100,000 shall be redeemed as shall equal $100,000 for each
number assigned to it and so selected. For the purpose of this
Section, Bonds which have heretofore been selected by lot for
redemption shall not be deemed to be Outstanding Bonds.
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ARTICLE VIII
Supplemental Bond Ordinances
Section 801. Supplemental Bond Ordinances Effective
Upon Consent of Bank. For any one or more of the following
purposes and at any time or from time to time, an ordinance of
the Village supplementing the Bond Ordinance may be adopted by
the Board of Trustees, which ordinance, upon the filing (a) with
the Trustee of a copy thereof certified by the Clerk and (b) with
the Trustee and the Village of an instrument in writing made by
the Bank consenting to such ordinance, shall be fully effective
in accordance with its terms:
(1) To close the Bond Ordinance against, or provide
limitations and restrictions in- addition to the limitations
and restrictions contained'in the Bond Ordinance on, the
issuance in the future of Additional Bonds, or of other
notes, bonds, obligations or evidences of indebtedness;
(2) To add to the covenants or agreements contained in
the Bond Ordinance other covenants or agreements to be
observed by the Village which are not contrary to or inconsis-
tent with the Bond Ordinance as theretofore in effect;
(3) To add to the limitations or restrictions contained
in the Bond Ordinance other limitations or restrictions to
be observed by the Village which are not contrary to or
inconsistent with the Bond Ordinance as theretofore in
effect;
(4) To surrender any right, power or privilege reserved
to or conferred upon the Village by the Bond Ordinance;
(5) To confirm, as further assurance, any pledge
under, and the subjection to any lien or pledge created or
to be created by, the Bond Ordinance of Tax Receipts, or'of
any other moneys, securities or funds; and
(6) To specify, determine or authorize any and all
matters and things relative to the Bonds or the proceeds
thereof which are not contrary to or inconsistent with the
Bond Ordinance as theretofore in effect.
Section 802. Supplemental Bond Ordinances Effective
Upon Consent of Bank and Truce. For any one or more of the
following purposes and at any time or from time to time, an ordi-
nance of the Village amending or supplementing the Bond Ordinance
may be adopted by the Board of Trustees, which ordinance, upon
the filing (a) with the Trustee of a copy thereof certified by
the Clerk and (b) with the Trustee and the Village of instruments
in writing made by the Trustee and the Bank consenting to such
ordinance, shall be fully effective in accordance with its terms:
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(1) To cure any ambiguity, supply any omission, or
cure or correct any defect or inconsistent provision in the
Bond Ordinance; and
(2) To insert such provisions clarifying matters or
questions arising under the Bond Ordinance as are necessary
or desirable and are not contrary to or inconsistent with
the Bond Ordinance as theretofore in effect.
Section 803. Supplemental Bond Ordinances Effective
with Consent of Bondholders. (A) At any time or from time to
time, an ordinance of the Village amending or supplementing the
Bond Ordinance may be adopted by the Board of Trustees modifying
any of the provisions of the Bond Ordinance or releasing the
Village from any of the obligations, covenants, agreements,
limitations, conditions or restrictions therein contained, but no
such ordinance shall be effective until after the filing (a) with
the Trustee of a copy thereof certified by the Clerk and (b) with
the Trustee and the Village of an instrument in writing made by
the Bank consenting to such ordinance; and unless (1) no Bonds
authenticated and delivered by the Trustee prior to the adoption
of such ordinance remain Outstanding at the time it becomes
effective, or (2) such ordinance is consented to, by or on behalf
of the Bondholders in accordance with and subject to the provisions
of Article IX.
(B) The provisions of Paragraph (A) of this Section
shall not be applicable to ordinances of the Village adopted and
becoming effective in accordance with the provisions of Section
801 or Section 802.
Section 804. Restriction on Amendments. The Bond Or-
dinance shall not be modified or amended in any respect except as
provided in and in accordance with and subject to the provisions
of this Article and - Article IX. The provisions of Paragraph (A)
of Section 803 are in all respects subject and subordinate to the
provisions, restrictions, exceptions and limitations set forth in
Article IX. Nothing in this Article or Article IX contained
shall affect or limit the right or obligation of the Village to
pass, make, do, execute, acknowledge or deliver any resolution,
act, deed, conveyance, assignment, transfer or assurance pursuant
to the provisions of Section 605 or the right or obligation of
the Village to execute and deliver to any Fiduciary an instrument
which elsewhere in the Bond Ordinance it is provided shall be
delivered to said Fiduciary.
Section 805. Adoption and Filing of Supplemental Bond
Ordinances. Any ordinance of the Village referred to and permitted
to be authorized by Sections 801, 802 or 803 may be adopted by
the Board of Trustees of the Village without the vote or consent
of any of the Bondholders, but shall become effective only on the
conditions, to the extent and at the time provided in said Sections,
respectively. Every such ordinance so becoming effective shall
thereupon form a part of the Bond Ordinance. The copy of every
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such ordinance when filed with the Trustee shall be accompanied
by a Counsel's Opinion to the effect that such ordinance has been
duly and lawfully adopted by the Board of Trustees in accordance
with the provisions of the Bond Ordinance, is authorized or
permitted by the provisions of the Bond Ordinance, and, when
effective, will be valid and binding upon the Village and enforce-
able in accordance with its terms.
Section 806. Authorization to Trustee. The Trustee is
hereby authorized to accept the delivery of a certified copy of
any ordinance of the Village referred to and permitted or authorized
by Sections 801, 802 or 803 and to consent to such ordinance and
to make all further agreements and stipulations which may be
therein contained, and the Trustee, in taking such action, shall
be fully protected in relying on an opinion of counsel (which may
be a Counsel's Opinion) that such ordinance is authorized or
permitted by the provisions of the Bond Ordinance or contains no
provisions which are contrary to or inconsistent with the Bond
Ordinance as theretofore in effect. The Trustee is hereby autho-
rized and directed to give written notice of each amendment of
the Bond Ordinance to the Bank and to the Remarketing Agent.
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"MV0NCM W
Amendments
Section 901. Mailing. Any provision in this Article
for the mailing of —a notice or other paper to Bondholders shall
be fully complied with if it is mailed or delivered only to each
Bondholder at the address of such Bondholder appearing upon the
registration books of the Village kept at the Principal Office of
the Trustee, and to each Fiduciary.
Section 902. Powers of Amendment. Any amendment of
the Bond Ordi— nce may be made by a Supplemental Bond Ordinance
with the written consent given as provided in Section 903 of the
Holders of at least a majority in aggregate principal amount of
the Bonds Outstanding. No such amendment shall effect a change
in the maturity or terms of redemption of the principal of any
Outstanding Bond or of any installment of interest thereon or a
reduction in the principal amount or Redemption Price thereof or
in the rate of interest thereon without the consent of the Holder
of such Bond, or shall create a preference or priority of any
Bond over any other Bond without the consent of the Holder of the
Bond adversely affected, or shall change or modify any of the
rights or obligations of any Fiduciary without the filing with
the Trustee of its written assent thereto, or shall reduce the
percentages or otherwise affect the description of Bonds the
consent of the Holders of which is required to effect any such
amendment.
Section 903. Consent of Bondholders. (A) The Board
of Trustees of the Village may at any time adopt an ordinance
authorizing an amendment of the Bond Ordinance permitted by the
provisions of Section 902, to take effect when and as provided in
this Section. A copy of such amendment (or summary thereof or
reference thereto in form approved by the Trustee) together with
a request to Bondholders for their consent thereto in form satis-
factory to the Trustee, shall be mailed by the Village to Bondhold-
ers, but failure to mail such copy and request shall not affect
the validity of such amendment when consented to as in this
Section provided. Such amendment shall not be effective unless
and until, and shall take effect in accordance with its terms
when (a) there shall have been filed with the Trustee (i) the
written consents of the Holders of at least a majority in aggregate
principal amount of Outstanding Bonds, and (ii) a Counsel's
Opinion stating that such amendment has been duly authorized by
the Village in accordance with the provisions of the Bond Ordinance,
is permitted by the Bond Ordinance and, when effective, will be
valid and binding upon the Village, the Bondholders and the
Trustee, and (b) a notice shall have been mailed as hereinafter
in this Section provided. Any such consent shall be effective
only if accompanied by proof of the ownership, at the date of
such consent, of the Bonds with respect to which such consent is
given. A certificate or certificates by the Trustee filed with
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the Trustee that it has examined such proof and that such proof
is sufficient under the provisions of Section 1202 shall be
conclusive that consents have been given by the Holders of the
Bonds described in such certificate or certificates of the Trustee.
Any such consent shall be binding upon the Holder of the Bonds
giving such consent and.upon any subsequent Holder of such Bonds
and of any Bonds issued in exchange therefor whether or not such
subsequent Holder has notice thereof; provided, however, that any
consent may be revoked by any Holder of such Bonds by filing with
the Trustee, prior to the time when the Trustee's written statement
hereafter in this Section referred to is filed, a written revoca-
tion, with proof that such Bonds are owned by the signer of such
revocation. The fact that a consent has not been revoked may be
proved by a certificate of .the Trustee to the effect that no re-
vocation thereof is on file with it. Any - consent, or revocation
thereof, may be delivered or filed prior to any mailing required
by this Article and shall not be deemed ineffective by reason of
such prior delivery or filing.
(B) Whenever the consents on file with the Trustee and
not theretofore revoked shall be sufficient under this Section,
the Trustee shall make and file with the Village and the Trustee
a written statement that the consents of the Holders of the re-
quired percentage of Outstanding Bonds have been filed with it.
Such written statement shall be conclusive that such consents
have been so filed. At any time thereafter notice, stating in
substance that the amendment has been consented to by the Holders
of the required percentage of Outstanding Bonds and will be ef-
fective as provided in this Section, shall be given by mailing to
Bondholders at least once within sixty days after such statement
of the Trustee has been so filed. A record, consisting of the
papers required or permitted by this Section to be filed by or
with the Trustee, shall be proof of the matters therein stated.
Section 904. Amendments �y Unanimous Action. The Bond
Ordinance may be amended in any respect upon the consents of the
Holders of all the Bonds then Outstanding, each such consent to
be accompanied by proof of the ownership at the date of such
consent of the Bonds with respect to which such consent is given.
Such amendment shall take effect upon the filing (a) with the
Trustee of (i) a copy of the ordinance authorizing such amendment,
certified as provided in Section 801, (ii) such consents and
accompanying proofs and (iii) the Counsel's Opinion referred to
in Section 903 and (b) with the Village and the Trustee of (i)
the Trustee's written statement that the consents of the Holders
of all Outstanding Bonds have been filed with it and (ii) of an
instrument in writing made by the Bank consenting to such ordi-
nance. No such amendment shall change or modify any of the
rights or obligations of any Fiduciary without the filing with
the Trustee of its written assent thereto.
Section 905. Exclusion of Bonds. Bonds owned or held
by or for the account of the Village shall be excluded and shall
not be deemed Outstanding for the purpose of any calculation of
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Outstanding Bonds provided for in
any consent or other action under
furnish the Trustee an Officer's
Trustee may rely, describing all
this Article. At the time of
this Article, the Village shall
Certificate, upon which the
Bonds so to be excluded.
Section 906. Notation on Bonds. Bonds authenticated
and delivered after the effect a date of any action taken as in
Article VIII or this Article provided may, and if the Trustee so
determines shall, bear a notation by endorsement or otherwise in
form approved by the Village and the Trustee as to such action
and in that case upon demand of the Holder of any Bond Outstanding
at such effective date and presentation of such Bond for the
purpose at the Principal Office of the Trustee suitable notation
shall be made on such Bond by the Trustee as to any such action..
If the Village or the Trustee shall so determine, new Bonds so
modified as in the opinion of the Trustee and the Village to con-
form to such action shall be prepared, authenticated and delivered,
and upon demand of the Holder of any Bond then Outstanding shall
be exchanged, without cost to such Bondholder, for Bonds of the
same Series, designation, maturity and interest rate then Outstand-
ing, upon surrender of such Bonds.
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ARTICLE X
Remedies on Default
Section 1001. Powers of Trustee. The Village hereby
determines that there shall be, and there hereby are, vested in
the Trustee, in addition to all its property, rights, powers and
duties mentioned or referred to in any other provision of the
Bond Ordinance, the rights, powers and duties in this Article
provided in trust for the Bondholders.
Section 1002. Events of Default. (A) Each of the
following shall constitute an event of default under the Bond
Ordinance and is hereby called "Event of Default ":
(1) interest on any of the Bonds shall become due on
any date and shall not be paid on said date, or principal or
the Redemption Price of any of the Bonds shall become due on
any date, whether at maturity or upon call for redemption,
and shall not be paid on said date; or
(2) the purchase price, including accrued interest, on
a Bond tendered for payment on the Final Payment Date pursuant
to Section 404(C) shall not be paid on such Final Payment
Date; or
(3) a default shall be made in the observance or per-
formance of any covenant, contract or other provision in the
Bonds or Bond Ordinance contained and such default shall
continue for a period of thirty days after written notice to
the Village from the'Trustee specifying such default and
requiring the same to be remedied.
(B) Upon-the happening of any Event of Default specified
in paragraph (A) of this Section, and in each and every such
case, so long as such Event of Default shall not have been remedied,
either the Trustee (by notice in writing to the Village and the
Bank), or the Holders of not less than 25% in principal amount of
the Bonds Outstanding (by notice in writing to the Village, the
Bank and the Trustee), may declare the principal of all the Bonds
then Outstanding, and the interest accrued thereon, to be due and
payable immediately, and upon any such declaration the same shall
become and be immediately due and payable. The right of the
Trustee or of the Holders of not less than 25% in principal
amount of the Bonds to make any such declaration, however, shall
be subject to the condition that if, at any time after such
declaration, but before the Bonds shall have matured by their
terms, all overdue installments of interest upon the Bonds,
together with interest on such overdue installments of interest
to the extent permitted by law and the reasonable and proper
charges, expenses and liabilities of the Trustee, and all other
sums then payable by the Village under the Bond Ordinance shall
either be paid by or for the account of the Village or provision
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satisfactory to the Trustee shall be made for such payment, and
all defaults under the Bonds or under the Bond Ordinance (other
than the payment of principal and interest due and payable solely
by reason of such declaration) shall be made good or be secured
to the satisfaction of the Trustee or provision deemed by the
Trustee to be adequate shall be made therefor, then and in every
such case the Holders of a majority in principal amount of the
Bonds Outstanding, by written notice to the Village, the Bank and
to the Trustee, may rescind such declaration and annul such
default in its entirety, or, if the Trustee shall have acted
itself, and if there shall not have been theretofore delivered to
the Trustee written direction to the contrary by the Holders of a
majority in principal amount of the Bonds then Outstanding, then
any such declaration shall ipso facto be deemed to be rescinded
and any such default and its consequences shall ipso facto be
deemed to be annulled, but no such rescission and annulment shall
extend to or affect any subsequent default or impair or exhaust
any resulting right or power.
Section 1003. Enforcement �y Trustee. Upon the happening
and continuance of an Event of Default or an event which upon
sufficient notice may become an Event of Default described in
Section 1002, the Trustee in its own name and as trustee of an
express trust, on behalf and for the benefit and protection of
the Holders of all Bonds, may proceed, and upon the written
request of the,Holders of not less than twenty -five per cent
(25 %) in aggregate principal amount of the Bonds then Outstanding
shall proceed, subject to the provisions of Section 1103, to pro-
tect and enforce its rights and, to the full extent that the
Holders of such Bonds themselves might do, the rights of such
Bondholders under the laws of the State or under the Bond Ordinance
by such suits, actions or proceedings in equity or at law, either
for the specific performance of any covenant or contract contained
herein or in aid or execution of any power herein granted or for
any legal or equitable remedy as the Trustee shall deem most
effectual to protect and enforce the rights aforesaid.
Section 1004. Representation of Bondholders by Trustee.
The Trustee ins hereby irrevocably appointed (and the Bondholders,
by accepting and holding the same, shall be conclusively deemed
to have so appointed the Trustee and to have mutually covenanted
and agreed, each with the other, not to revoke such appointment)
as true and lawful attorney -in -fact of the Bondholders with power
and authority, at any time in its discretion:
(1) Pursuant to the Bond Ordinance or any law, after
the happening of an Event of Default, (a) by action in
mandamus or by other suit, action or proceeding in equity or
at law, to enforce all rights of the Bondholders including
the right to require the Village and the officers thereof to
fulfill any covenant or agreement with the Bondholders and
to perform its and their duties under the Bond Ordinance,
(b) to bring suit upon the Bonds, (c) by action or suit in
equity, to require the Village to account as if it were a
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trustee of an express trust for the Bondholders, or (d) by
action or suit in equity, to enjoin any acts or things which
may be lawful or in violation of the rights of the Bondholders;
and
(2) To make and file in any proceeding for the adjust-
ment of the debts of the Village either in the respective
names of the Bondholders or on behalf of all the Bondholders
as a class, any proof of debt, amendment of proof of debt,
petition or other document, to receive payment of any sums
becoming distributable to the Bondholders, and to execute
any other papers and documents and do and perform any and
all such acts and things as may be necessary or advisable in
the opinion of the Trustee in order to have the respective
claims of the Bondholders against the Village allowed in any
such proceeding.
Section 1005. Limitation on Powers of Trustee. Nothing
in the Bond Ord nance contained shall be deemed to give power to
the Trustee either as such or as attorney in fact of the Bondholders
to vote the claims of the Bondholders in any bankruptcy proceeding
or to accept or consent to any plan or reorganization, readjustment,
arrangement or composition or other like plan, or by other action
of any character to waiver or change any right of any Bondholder
to any modification or amendment of the Bond Ordinance requiring
such consent or to any ordinance requiring such consent pursuant
to the provisions of Article VIII or Article IX.
Section 1006. Action � Trustee. (A) All rights of
action under the Bond Ordinance or upon any of the Bonds, enforce-
able by the Trustee, may be enforced by the Trustee without the
possession of any of the Bonds, or the production thereof at the
trial or other proceedings relative thereto, and any such suit,
action or proceeding instituted by the Trustee may be brought in
its name for the ratable benefit of the Holders of said Bonds,
subject to the provisions of the Bond Ordinance.
(B) In the enforcement of any rights under the Bond
Ordinance, the Trustee shall be entitled to sue for, enforce pay-
ment of and to receive any and all amounts then or during any
default becoming, and at any time remaining, due for principal,
interest or otherwise under any of the provisions of the Bond
Ordinance or of the Bonds and unpaid, with interest on overdue
payments, together with any and all costs and expenses of collec-
tion and of all proceedings hereunder and under such Bonds, with-
out prejudice to any other right or remedy of the Trustee or of
the Bondholders, and to recover and enforce judgment or decree
against the Village for any portion of such amounts remaining un-
paid, with interest costs and expenses as aforesaid, and to col-
lect in any manner provided by law, the moneys adjudged or decreed
to be payable.
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Section 1007. Accounting and Examination of Records
After Default. The Village covenants with the Trustee that, if
an Event of Default shall have happened and shall not have been
remedied, (1) the books of record and account of the Village and
all records relating to the Tax Receipts shall at all times be
subject to the inspection and use of the Trustee and of its
agents and attorneys, and (2) the Village, whenever the Trustee
shall demand, will account, as if it were the trustee of an
express trust, for all Tax Receipts, and other moneys, securities
and funds pledged or held under the Bond Ordinance for such
period as shall be stated in such demand.
Section 1008. Limitation on Rights of Bondholders.
(A) No Holder of any Bond shall have any right to institute any
suit, action, mandamus or other proceeding in equity or at law
hereunder, for the protection or enforcement of any right under
the Bond Ordinance or any right under law unless (a) such Holder
shall have given to the Trustee written notice of the Event of
Default or breach of duty on account of which such suit, action
or proceeding is to be taken, (b) the Holders-of not less than
twenty -five percent (25 %) in aggregate principal amount of the
Bonds then Outstanding shall have made written request of the
Trustee after the right to exercise such powers shall have accrued,
and shall have afforded the Trustee a reasonable opportunity
either to proceed to exercise the powers herein granted or to in-
stitute such action, suit or proceeding in its name, (c) there
shall have been offered to the Trustee reasonable security and
indemnity against the costs, expenses and liabilities to be in-
curred therein or thereby and (d) the Trustee shall have refused
or neglected to comply with such request within a reasonable
time. Nothing in this Article contained shall affect or impair
the right of any Bondholder to enforce the payment of the princi-
pal or Redemption Price of and interest on his Bonds, or the
obligation of the Village to pay the principal or Redemption
Price of and interest on each Bond to the Holder thereof at the
time and place in said Bond expressed.
(B) No Holder of any Bond shall have any right to
institute any suit, action, mandamus or other proceeding in
equity or at law against the Bank for the enforcement of the
Credit Agreement.
Section 1009. Priority of Payments After Default. (A)
In the event that upon the happening and continuance of any Event
of Default, the funds held by the Fiduciaries shall be insufficient
for the payment of principal or Redemption Price and interest
then due on the Bonds, such funds and any other moneys received
or collected by the Trustee, after making provision for the pay-
ment of any expenses necessary to protect the interests of the
Holders of the Bonds and for the payment of the charges and ex-
penses and liabilities incurred and advances made by the Fiduci-
aries in the performance of their respective duties under the
Bond.Ordinance, shall be applied as follows:
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(1) Unless the principal of all the Bonds shall have
become or have been declared due and payable,
FIRST: To the payment to the persons entitled
thereto of all installments of interest then due in the
order of the due dates of such installments, and, if
the amount available shall not be sufficient to pay in
full any installment, then to the payment thereof
ratably, according to the amounts due on such install-
ment, to the persons entitled thereto, without any
discrimination or preference, and
SECOND: To the payment to the persons entitled
thereto of the unpaid principal or Redemption Price of
any Bonds which shall have become due, whether at
maturity or by call for redemption, in the order of
their due dates and, if the amounts available shall not
be sufficient to pay in full all the Bonds due on any
date, then to the payment thereof ratably, according to
the amounts of principal or Redemption Price due on
such date, to the persons entitled thereto, without any
discrimination or preference.
(2) if the principal of all the Bonds shall have be-
come or have been declared due and payable, to the payment
of the principal and interest then due and unpaid upon the
Bonds without preference or priority of principal over in-
terest or of interest-over principal, or of any installment
of interest over any other installment of interest, or of
any Bond over any other Bond, ratably, according to the
amounts due respectively for principal and interest, to the
persons entitled thereto without any discrimination or
preference.
(B) Whenever moneys are to be applied by the Trustee
pursuant to the provisions of this Section, interest on the
amounts of principal to be paid on such date of application shall
cease to accrue. The Trustee shall give such notice as it may
deem appropriate for the fixing of any such date. The Trustee
shall not be required to make payment to the Holder of any unpaid
Bond unless such Bond shall be presented to the Trustee for
appropriate endorsement or for cancellation if fully paid.
Section 1010. Remedies Not Exclusive. No remedy by
the terms of the Bond Ordinal nce conferred upon or reserved to the
Trustee (or to Bondholders) is intended to be exclusive of any
other remedy, but each and every such remedy shall be cumulative
and shall be in addition to any other remedy given hereunder now
or hereafter existing at law or in equity or by statute, except
as provided in Paragraph (A) of Section 1006 and in Section 1008.
Section 1011. Control of Proceedings. In the case of
an Event of Default described n Section 1002, the Holders of a
majority in aggregate principal amount of the-Bonds then Outstanding
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shall have the right, subject to the provisions of Section 1008,
by an instrument in writing executed and delivered to the'Trustee,
to direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee, or exercising any trust
or power conferred upon the Trustee; provided, however, that the
Trustee shall have the right to decline to follow any such direc-
tion if the Trustee shall be advised by counsel that the action
or proceeding so directed may not lawfully be taken, or if the
Trustee in good faith shall determine that the action or proceed-
ing so directed would involve the Trustee in personal liability
or be unjustly prejudicial to Bondholders not parties to such
direction.
Section 1012. Effect of Waiver and Other Circumstances.
No delay or om ssion of the Trustee or any Holders of Bonds to
exercise any right or power accruing upon any default shall
impair any such right or power or shall be construed to be a
waiver of any such default, or acquiescence therein, and every
right, power and remedy given by the Bond Ordinance to them or
any of them may be exercised from time to time and as often as
may be deemed expedient by the Trustee or, in an appropriate
case, by the Bondholders. In case the Trustee shall have pro-
ceeded to enforce any right under the Bond Ordinance, and such
proceedings shall have been discontinued or abandoned for any
reason, or shall have been determined adversely to the Trustee,
then and in every such case the Village, the Bondholders and the
Trustee will be restored to their former positions and rights
hereunder with respect to all rights, remedies and powers of the
Trustee and the Bondholders, which shall continue as if no such
proceedings had been taken.
Section 1013. Notice of Default. The Trustee shall
give to the Bondholders, the Bank and the Remarketing Agent
notice of each Event of Default hereunder, unless such Event of
Default shall have been remedied or cured or necessary amounts
provided before the giving of such notice; but, except in the
case of default in the payment of the principal or Redemption
Price of or interest on any of the Bonds, the Trustee shall be
protected in withholding such notice if and so long as the Trustee
in good faith determines that the withholding of such notice is
in the interests of the Bondholders. Each such notice shall be
given by the Trustee by mailing written notice to the Bank, to
the Remarketing Agent and to each Holder of Bonds at his address,
appearing upon the registration books.
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ARTICLE XI
The Fiduciaries
Section 1101. Trustee. LaSalle National Bank, having
its Principal Office in the�ty of Chicago, Illinois, is hereby
appointed as .trustee hereunder, and the property, rights, powers
and duties of the Trustee under the Bond Ordinance are hereby
vested in said trustee in trust for the Bondholders. The Trustee
shall signify its acceptance of the duties and obligations imposed
upon it by the Bond Ordinance by executing the certificate of
authentication endorsed upon the Bonds, and, by executing such
certificate upon any Bond, the Trustee shall be deemed to have
accepted such duties and obligations not only with respect to the
Bond so authenticated, but with respect to all the Bonds there-
after to-be issued, but only, however, upon the terms and condi-
tions set forth in the Bond Ordinance.
Section 1102. Paying Agent.. The Trustee is hereby
appointed Paying —Agent hereunder. The Village may at any time or
from time to time by Supplemental Bond Ordinance appoint one or
more other Paying Agents. Each Paying Agent shall be a bank,
trust company or national banking association, with its principal
office located in the State of Illinois or the Borough of Manhattan,
City and State of New York, having trust powers and having a
capital and surplus aggregating at least Fifty Million Dollars
($50,000,000), if there be such a bank or trust company or national
banking association willing and able to accept the office on
reasonable and customary terms and authorized by law to perform
all the duties imposed upon it by the Bond Ordinance. Each
Paying Agent shall signify its acceptance of the duties and
obligations imposed upon it by the Bond Ordinance by executing
and delivering to the Village and the Trustee a written acceptance
thereof, provided,-however that the Trustee appointed pursuant to
Section 1101 shall signify its acceptance of its duties as Paying
Agent in the same manner that it shall signify its acceptance of
its duties as Trustee as specified in Section 1101 hereof.
Section 1103. Responsibilities of Fiduciaries. (A)
The recitals of fact herein and in the Bonds contained all be
taken as the statements of the Village and no Fiduciary assumes
any responsibility for the correctness of the same. No Fiduciary
makes any representations as to the validity or sufficiency of
the Bond Ordinance or of any Bonds issued thereunder or in respect
of the security afforded by the Bond Ordinance, and no Fiduciary
shall incur any responsibility in respect thereof. The Trustee
shall, however, be responsible for its representation contained
in its certificate of authentication on the Bonds. No Fiduciary
shall be under any responsibility or duty with respect to the
issuance of the Bonds for value or the application of the proceeds
thereof, except the Trustee to the extent such proceeds are paid
to the Trustee in its capacity as Trustee, or the application of
any moneys paid to the Village or others in accordance with the
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Bond Ordinance. No Fiduciary shall be under any responsibility
or duty with respect to the application of any moneys paid to any
other Fiduciary. No Fiduciary shall be under any obligation or
duty to perform any act which would involve it in expense or
liability or to institute or defend any action or suit in respect
of the Bond Ordinance or Bonds, or to advance any of its own
moneys, unless properly indemnified. No Fiduciary shall be
liable in connection with the performance of its duties hereunder
except for its own negligence or default.
(B) The Trustee, prior to the occurrence of an Event
of Default and after the curing of all Events of Default which
may have-occurred, undertakes to perform such duties and only
such duties as are specifically set forth in the Bond Ordinance.
In case an Event of Default has occurred (which has not been
cured or waived), the Trustee shall exercise such of the rights
and powers vested in it by the Bond Ordinance, and use the same
degree of care and skill in their exercise, as a prudent man
would exercise or use under the circumstances in the conduct of
his own affairs.
Section 1104. Funds Held in Trust. All moneys held by
any Fiduciary, as such, at any time pursuant to the terms of the
Bond Ordinance shall be and hereby are assigned, transferred and
set over unto such Fiduciary in trust.for the purposes and under
the terms and conditions of the Bond Ordinance. Within 30 days
following each Interest Payment Date, the Trustee shall file with
the Village a statement of the activity and assets held in the
Bond Service Fund.
Section 1105. Evidence on Which Fiduciaries Ma Act.
Each Fiducia ry shall be protected in acting upon any notice,
ordinance, resolution, request, consent, order, certificate,
opinion, bond, or other paper or document believed by it to be
genuine, and to have been signed or presented by the proper party
or parties. Each Fiduciary may consult with and rely on the
advice or opinion of accountants with respect to any appropriate
matter, including verification of any mathematical computation
required to be made. Whenever any Fiduciary shall deem it neces-
sary or desirable that a fact or matter be proved or established
prior to taking or suffering any action hereunder, such fact or
matter, unless other evidence in respect thereof be herein speci-
fically prescribed, may be deemed to be conclusively proved and
established by an Officer's Certificate stating the same, but in
its discretion the Fiduciary may in lieu thereof accept other
evidence of such fact or matter.
Section 1106. Compensation and Expenses. Unless
otherwise pro ded by contract with the Fiduciary, the Village
shall pay to each Fiduciary from time to time reasonable compensa-
tion in accordance with existing fee schedules, for all services
rendered by it hereunder, and also reimbursement for all its
reasonable expenses, charges, legal, accounting and engineering
fees and other disbursements and those of its attorneys, agents
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„,
and employees, incurred in and about the performance of its
powers and duties hereunder. The Village shall indemnify and
save each Fiduciary harmless against any liabilities which it may
incur in the exercise and performance of its powers and duties
hereunder and which are not due to its negligence or default.
Section 1107. Resignation of Fiduciary. A Fiduciary
may at any ti— me resig and be discharged of its duties and obliga-
tions by giving not less than sixty days' written notice to the
Village and mailing notice thereof to each Bondholder within
twenty days after the giving of such written notice. Such resig-
nation shall take effect when a successor shall have been appointed
by the Village or Bondholders as herein provided.
Section 1108. Removal. The Village may remove any
Fiduciary at any time exce— paring the existence of an Event of
Default, for such cause as shall be determined in the sole discre-
tion of the Village by filing with each Fiduciary an instrument
signed by a Village Officer. A Fiduciary may be removed at any
time by the Holders of a majority in principal amount of the
Bonds then Outstanding, excluding any Bonds held by or for the
account of the Village, by an instrument or concurrent instruments
in writing signed and duly acknowledged by such Bondholders or by
their attorneys duly authorized in writing and delivered to the
Village. Copies of each such instrument shall be delivered by
the Village to each Fiduciary.
Section 1109. Appointment of Successor. In case at
any time a F iary 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 such
Fiduciary or of its property shall be appointed, or if any public
officer or court shall take charge or control of such Fiduciary
or of its property or affairs, a successor may be appointed by
the Holders of a majority in principal amount of the Bonds then
Outstanding, excluding any Bonds held by or for the account of
the Village, by an instrument or concurrent instruments in writing
signed by such Bondholders or their attorneys duly authorized in
writing and delivered to such successor Fiduciary, notification
thereof being given to the Village, the predecessor Fiduciary and
any other Fiduciaries. Pending such appointment, the Village
agrees to forthwith appoint a Fiduciary to fill such vacancy
until a successor Fiduciary shall be appointed by Bondholders.
The Village shall mail notice of any such appointment to each
Bondholder within twenty days after such appointment. Any succes-
sor Fiduciary appointed by the Village shall, immediately and
without further act, be superseded by a Fiduciary appointed by
Bondholders. If in a proper case no appointment of a successor
Fiduciary shall be made pursuant to the foregoing provisions of
this Section within forty -five days after the Fiduciary shall
have given to the Village written notice of resignation as provided
in Section 11.07 or after the occurrence of any other event requir-
ing or authorizing such appointment, any other Fiduciary or any
Bondholder may apply to any court of competent jurisdiction to
MGME
appoint a successor: Any Fiduciary appointed under the provisions
of this Section shall be a bank, trust company or national banking
association, having the qualifications prescribed by Section 1102
for Paying Agents and authorized to perform all the duties imposed
upon it by the Bond Ordinance.
Section 1110. Transfer of Rights and Property to
Successor. Any successor Fid ary appointed hereunder shall
execute, acknowledge and deliver to its predecessor Fiduciary,
and also to the Village, an instrument accepting such appointment,
and thereupon such successor Fiduciary, without any further act,
deed or conveyance, shall become fully vested with all moneys,
estates, properties, rights, powers, duties and obligations of
such predecessor Fiduciary, but the Fiduciary ceasing to act
shall nevertheless, on the written request of the Village or of
the successor Fiduciary, execute, acknowledge and deliver such
instruments of conveyance and further assurance as may be required
to vest and confirm in such successor Fiduciary all rights, title
and interest of the predecessor Fiduciary in and to any property
held by it, and shall pay over, assign and deliver to such suc-
cessor Fiduciary any moneys or other property subject to the
trusts and conditions herein set forth. The Village hereby
agrees to deliver, or cause to be delivered, any deed, conveyance
or instrument required by such successor Fiduciary for more fully
and certainly vesting in and confirming to such successor Fidu-
ciary any such moneys, estates, properties, rights, powers and
duties.
Section 1111. Merger or Consolidation. Any company
into which aFiduciary y may be merged or converted or with which
it may be consolidated or any company resulting from any merger,
conversion or consolidation to which it shall be a party, or any
company to which such Fiduciary or any public officer or court
may sell or transfer all or substantially all of its corporate
trust business, shall be the successor to such Fiduciary without
the execution or filing of any paper or the performance of any
further act; provided, however, that such company shall be a
bank, trust company or national banking association which is
qualified to be a successor to such Fiduciary under Section 1109.
Section 1112. Adoption of Authentication. In case any
of the Bonds contemplated to be issued under the Bond Ordinance
shall have been authenticated but not delivered, any successor
Trustee may adopt the certificate of authentication of any pre-
decessor Trustee so authenticating such Bonds and deliver such
Bonds so authenticated, and in case any of the said Bonds shall
not have been authenticated, any successor Trustee may authenti-
cate such Bonds in the name of the predecessor Trustee or in the
name of the successor Trustee.
Section 1113. Certain Permitted Acts. Any Fiduciary
may become the owner of or may deal in Bonds as fully and with
the same rights it would have if it were not a Fiduciary. To the
extent permitted by law, any Fiduciary may act as depositary for,
MITSIM
and permit any of its officers or directors to act as a member
of, or in any other capacity with respect to, any committee
formed to protect the rights of Bondholders or effect or aid in
any readjustment of debts growing out of the enforcement of the
Bonds or the Bond Ordinance, whether or not any such committee
shall represent the Holders of a majority in aggregate principal
amount of the Bonds Outstanding.
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t
ARTICLE XII
Miscellaneous
Section 1201. Defeasance and Payment of Bonds. (A)
If the Village shall pay or cause to be paid to the Holders of
the Bonds, the principal or Redemption Price, if applicable, and
interest due or to become due thereon, at the times and in the
manner stipulated therein and in the Bond Ordinance, then, at the
option of the Village expressed in an Officer's Certificate to
the Trustee, the pledge of moneys, securities and funds hereby
pledged and the covenants, agreements and other obligations of
the Village to the Bondholders hereunder shall be discharged and
satisfied. In -such event, the Fiduciaries shall pay over or
deliver to the Village all moneys, securities and assets held by
them pursuant to the Bond Ordinance which are not required for
the payment or redemption of Bonds not theretofore surrendered
for such payment or redemption.
(B) Any Bonds, 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 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 satisfactory to the Trustee shall have been
made for the giving of such notice, and (2) there shall have been
deposited with the Trustee for such purpose moneys in an amount
which shall be sufficient to pay when due the principal or Redemp-
tion Price of and interest due and to become due on said Bonds on
and prior to the redemption date or maturity date thereof. The
moneys deposited with the Trustee pursuant to this Section shall
be held in trust for the payment of the principal or Redemption
Price of and interest on said Bonds.
(C) Anything in the Bond Ordinance to the contrary
notwithstanding, any moneys held by a Fiduciary in trust for the
payment and discharge of any of the Bonds which remain unclaimed
for six years after the date when such Bonds became due and
payable, either at maturity or by call for redemption, if such
moneys were held by the Fiduciary at said date, or for six years
after the date of deposit of such moneys if deposited with the
Fiduciary after the said date.when such Bonds became due and
payable, shall be paid by the Fiduciary to the Village as its
absolute property and free from trust, and the Fiduciary shall
thereupon be released and discharged with respect thereto.
(D) Sixty days following the date upon which such
Bonds shall have become due and payable, any moneys held by a
Fiduciary for the payment or discharge of such Bonds shall be
deposited in an interest bearing account and the interest earned
thereon shall be annually paid by the Fiduciary to the Village.
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Section 1202. Evidence of Signatures of Bondholders
and Ownership of Bonds. Any instrument which the Bond Ordinance
may require or permit be signed and executed by Bondholders
may be in one or more instruments of similar tenor, and shall be
signed or executed by such Bondholders in person or by their
attorneys duly authorized in writing. Any request, consent or
other instrument executed by the Holder of any Bond shall bind
all future Holders of such Bond in respect of anything done or
suffered to be done hereunder by the Village or any Fiduciary in
accordance therewith. Proof of (i) the execution of any such
instrument, or of an instrument appointing or authorizing any
such attorney, or (ii) the ownership by any person of any Bonds,
shall be sufficient for any purpose of the Bond Ordinance if made
in the following manner, or in any other manner satisfactory to
the Trustee which may, nevertheless in its discretion require
further or other proof in cases where it deems the same desirable:
(1) The fact and date of the execution by any Bond-
holder or his attorney of any such instrument may be proved
by the certificate of a notary public or-other officer
authorized to take acknowledgments of deeds to be recorded
in the jurisdiction in which he purports to act that the
person signing such instrument acknowledged to him the
execution thereof, or by the affidavit of a witness of such
execution, duly sworn to before such a notary public or
other officer.
(2) The authority of a person or persons to execute
any such instrument on behalf of a corporate Bondholder may
be established without further proof if such instrument is
signed by a person purporting to be an officer of such
corporation with a corporate seal affixed, and is attested
by a person purporting to be its secretary or an assistant
secretary.
(3) The ownership of Bonds, the amount, numbers and
other identification thereof, and the dates of owning the
same, shall be proved by the registry books.
Section 1203. Moneys Held for Particular Bonds. The
amounts held by an Fiduciary for the payment of the interest,
principal or Redemption Price due on any date with respect to
particular Bonds shall, pending such payment, be set aside and
held in trust by it for the Holders of the Bonds entitled thereto,
and for the purposes of the Bond Ordinance such interest, princi-
pal or Redemption Price, after the due date thereof, shall no
longer be considered to be unpaid.
Section 1204. General Regulations as to Moneys and
Funds. (A) Moneys the Bond Service Fund, on-instructions
signed by a Village Officer, shall by the Fiduciary holding the
same be invested in Investment Obligations or be deposited in
time or other accounts, maturing in the amounts and at the times
necessary to provide funds to make the payments to which such
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moneys are applicable as determined by the Trustee. Obligations
so purchased shall be deemed at all times to be a part of'said
Fund and the interest thereon and any profit arising on the sale
thereof shall be credited to said Fund, and any loss resulting on
the sale thereof shall be charged to said Fund. Obligations so
purchased as an investment of moneys shall be sold at the best
price obtainable whenever it shall be necessary so to do in order
to provide moneys to make any transfer, withdrawal, payment or
disbursement from the Bond Service Fund. No Fiduciary shall be
liable or responsible for any loss resulting from any investment
made in accordance with the Bond Ordinance. In computing for any
purpose hereunder the amount in the Bond Service Fund on any
date, obligations so purchased, if due within one year after such
date, shall be valued at the face value exclusive of accrued
interest, or,.if not due within one year after such date, shall
be valued at the lower of cost or face value exclusive of accrued
interest and may be so valued as of any time within four days,
prior to such date.
(B) All moneys (not including securities) held by any
Fiduciary may be deposited by it, on demand or time deposit, in
its banking department or with such other banks or trust companies
which are lawful depositaries as may be designated by the Village
and approved by the Trustee. No such moneys shall be deposited
with any bank or trust company, in an amount exceeding fifty per
centum (50 %) of the.amount which an officer of such bank or trust
company shall certify to the Trustee as the combined capital and
surplus of such bank or trust company. No such moneys shall be
deposited or remain on deposit with any bank or trust company in
excess of the amount guaranteed or insured by the Federal Deposit
Insurance Corporation or other Federal agency, unless such bank
or trust company shall have lodged with the trust department of
the Trustee, Investment Obligations having a market value (exclu-
sive of accrued interest) at least equal to the amount of such
moneys. Every Fiduciary shall allow and credit interest on any
such moneys held by it at such rate as it customarily allows upon
similar funds of similar size and under similar conditions or as
required by law.
Section 1205. Cancellation of Bonds. All Bonds pur-
chased pursuant to Section 404(C), redeemed or paid at maturity-
shall, if surrendered to the Village or any Paying Agent, be
cancelled by it and delivered to the Trustee, or if surrendered
to the Trustee, be cancelled by it. All such Bonds shall be
cancelled and destroyed by the Trustee and a certificate thereof
delivered to the Village.
Section 1206. Preservation and Inspection of Documents.
All reports, certificates, statements, and other documents received
by any Fiduciary under the provisions of the Bond Ordinance shall
be retained in its possession and shall be available at all rea-
sonable times to the inspection of the Village, any other Fiduciary
or any Bondholder, and their agents and their representatives,
any of whom may make copies thereof, but any such reports, certifi-
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cates, statements or other documents may, at the election of such
Fiduciary, be destroyed or otherwise disposed of at any time two
years after such date as the pledge created by the Bond Ordinance
shall be discharged as provided in Section 1201.
Section 1207. Form of Bonds. Subject to the pro-
visions of the Bond Ordinance, each Bond, the form of assignment,
the Certificate of Authentication by the Trustee and the Notice
and Demand to be attached to each Bond shall be, respectively, in
substantially the following form, with such insertions or varia-
tions as to the Series designation of Additional Bonds, or any
redemption or amortization provisions and such other insertions
or omissions, endorsements and variations as may be required or
permitted by the Bond Ordinance:
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(Form of Bond)
UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTIES OF COOK AND LAKE
VILLAGE OF DEERFIELD
GENERAL OBLIGATION VARIABLE RATE DEMAND BOND,
SERIES A
The VILLAGE OF DEERFIELD (the "Village ".), a municipal
corporation and a home rule unit of the State of Illinois situate
in the Counties of Cook and Lake, acknowledges itself indebted
and for value received hereby promises to pay to
or registered assigns, the principal sum of
on January 1, 2004, upon presentation and surrender hereof at the
principal corporate trust office of LaSalle National Bank (the
"Trustee ") in the City of Chicago, Illinois or, at the option of
the owner hereof, at the principal office of any paying agent
appointed by the Village, and to pay interest on such principal
sum from the date hereof until the principal amount hereof shall
have been fully paid at the Variable Rate per annum hereinafter
referred to,.payable quarter - annually on April 1, 1985 and there-
after on the first days of January, April, July and October in
each year, interest to maturity being payable by check or draft
mailed to the registered owner of record hereof, as of the Business
Day next preceding such interest payment date, at the address of
such registered owner appearing on the registration books main-
tained by the Village for such purpose at the principal corporate
trust office of the Trustee, or if the principal amount of this
bond is at least $1',000,000, at the direction of such registered
owner, by depositing immediately available funds in a bank account
specified by such registered owner in written instructions to the
Trustee. Both principal of and redemption premium, if any, and
interest.on this bond are payable in legal tender of the United
States of America. The full faith and credit of the Village are
irrevocably pledged for the punctual payment of the principal of,
redemption premium, if any, and interest on this bond according
to its terms.
This bond is one of a duly authorized series of bonds
of the Village designated "General Obligation Variable Rate
Demand Bonds, Series All and issued in the aggregate principal
amount of $4,100,000 (the "Bonds ") under and pursuant to Section
6 of Article VII of the Illinois Constitution of 1970 and by
virtue of an ordinance adopted by the President and Board of
Trustees of the Village on December 17, 1984 and entitled:
"Ordinance Authorizing the Issuance of General Obligation Variable
Rate Demand Bonds of the Village of Deerfield, Illinois" (the
"Bond Ordinance ").
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The Bonds bear interest at a variable rate per annum
(not exceeding 13% per annum) (the "Variable Rate ") determined
from time to time by John Nuveen & Co. Incorporated or its succes-
sors as Remarketing Agent (the "Remarketing Agent ") under the
Bond Ordinance and computed on the basis of a year of 365 days or
366 days, if appropriate, for the number of days actually elapsed.
Any change in the Variable Rate shall take effect on the Business
Day immediately following the date such change is made. As
referred to herein, Business Day means any day excluding Saturday
and Sunday and any day which shall be a legal holiday or a day on
which banking institutions in the State of Illinois or dealers
located in the City of New York, New York who are members of the
National Association of Securities Dealers, Inc. are obligated by
law or administrative order to close.
The Bonds are general obligations of the Village equally
and ratably secured and entitled to the protection given by the
Bond Ordinance. Reference.is hereby made to the Bond Ordinance
and -to all ordinances supplemental thereto for a description of
the provisions; among others, with respect to the nature and
extent of the security, the rights, duties and obligations of the
Village, the Trustee and the registered owners of the Bonds, and
the terms upon which the Bonds are issued and secured including
amounts which may be borrowed by the Trustee acting on behalf of
the Village to pay the purchase price of tendered Bonds pursuant
to the Credit Agreement, dated as of December 1, 1984 (the "Credit
Agreement ") between the Village and National Westminster Bank
PLC, Chicago Branch (the "Bank ").. Borrowings under the Credit
Agreement are not available to pay the principal of, redemption
premium, if any, and the interest on the Bonds when due. The
commitment of the Bank to lend money under the Credit Agreement
is subject to the satisfaction of certain preconditions and
expires on December 1, 1989 or upon the earlier occurrence of
certain events described therein. The Village may, but is not
required to, extend the initial Credit Agreement or enter into an
Alternate Credit Agreement (as defined in the Bond Ordinance)
after the termination of the Credit Agreement.
To the extent and in the respects permitted by the Bond
Ordinance the provisions of the Bond Ordinance or any ordinance
amendatory thereof or supplemental thereto may be modified or
amended by action on behalf of the Village taken in the manner
and subject to the conditions and exceptions prescribed in the
Bond Ordinance. The obligations of the Village under the Bond
Ordinance may be discharged at or prior to the maturity or redemp-
tion of the Bonds upon the making of provision for the payment
thereof on the terms and conditions set forth in the Bond Ordinance.
The Bonds are subject to mandatory redemption prior to
maturity, in part by lot, on January.l, 1987 and on each January
1 thereafter in principal amounts specified in the Bond Ordinance
each constituting a sinking fund installment for the retirement
of the Bonds. The Bonds are also subject to mandatory redemption
prior to maturity upon the filing with the Trustee by the Village
or the Bank of notice of the termination of the Credit Agreement.
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The date fixed for such redemption will not be later than the
latest possible redemption date immediately prior to the termina-
tion date stated in such notice; provided, however that no Bonds
shall be so redeemed if at least 35 days prior to such termination
date, the Village shall have entered into an Alternate Credit
Agreement in accordance with the provisions of the Bond Ordinance.
The Bonds are subject to redemption prior to maturity at the
option of the village as a whole, or in part by lot, at any time.
Whenever Bonds are called for redemption the redemption price
thereof will be equal to the principal amount thereof to be
redeemed plus interest accrued thereon to the date fixed for such
redemption.
Whenever Bonds are called for redemption, notice there-
of will be mailed to each registered owner of Bonds called for
redemption, not less than 15 days nor more than 30 days prior to
the redemption date, at the address of such registered owner
shown on the registration books of the village maintained at the
principal corporate trust office of the Trustee. 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, then from
and after the redemption date interest on such Bonds or portions
thereof shall cease to accrue and become payable to the registered
owners entitled to payment thereof on such redemption.
The registered owner of this bond may by execution of
irrevocable written notice, in the form of the Notice and Demand
attached hereto, or by giving irrevocable telephonic notice to
the Remarketing Agent confirmed in writing by telex, telecopier,
letter or telegram received by the Remarketing Agent and the
Trustee by the close of business on the next Business Day, demand
payment of the principal of and accrued interest on this bond to
the date of payment specified by the registered owner (the "Final
Payment Date ") which shall be a Business Day not prior to the
seventh day next succeeding the earlier of (.i) the date of delivery
of the Notice and Demand to the Trustee and the Remarketing Agent
or (ii) the date that telephonic notice of tender is given to the
Remarketing Agent. Upon the surrender of this bond to the Trustee,
at its principal corporate trust office, or to J. Henry Schroder
Bank & Trust Company, acting as agent for the Trustee, at its
principal corporate trust office in the Borough of Manhattan,
City and State of New York, at least two Business Days prior to
the Final Payment Date with an appropriate endorsement for transfer
or accompanied by a bond power endorsed in blank, payment shall
be made in immediately available funds, deposited in accordance
with instructions provided by the registered owner to the Trustee
or, if no such instructions are provided, by check mailed to the
registered owner at the address of such registered owner appearing
on the registration books.
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t i
This bond is transferable as provided in the Bond Or-
dinance, only upon the books of the Village kept for that purpose
at the principal corporate trust office of the Trustee, by the
registered owner hereof in person or by his attorney duly authorized
in writing, upon surrender hereof together with a written instru-
ment of transfer satisfactory to the Trustee duly executed by the
registered owner or such duly authorized attorney, and thereupon
the Village shall issue in the name of the transferee, a new Bond
or Bonds of the same aggregate principal amount, maturity and
interest rate as the surrendered Bond, as provided in the Bond
Ordinance and upon the payment of the charges, if any, therein
prescribed. The Village and the Trustee 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 or redemption price hereof and interest
due hereon and for all other purposes whatsoever. Bonds may be
deposited at the principal corporate trust office of J. Henry
Schroder Bank & Trust Company, in the Borough of Manhattan, City
and State of New York, for transmission to the Trustee for tender,
payment, transfer or exchange.
The Bonds are issuable in the form of registered bonds
in the denomination of $100,000 or an integral multiple thereof.
The Bonds, upon surrender thereof at the principal corporate
trust office of the Trustee with a written instrument of transfer
satisfactory to the Trustee, duly executed by the registered
owner or his attorney duly authorized in writing, may, at the
option of the registered owner thereof, be exchanged for an equal
aggregate principal amount of Bonds of any other authorized
denominations and of the same maturity.
The registered owner of this bond shall have no right
to enforce the provisions of the Bond Ordinance or to institute
action to enforce the covenants therein, or to take any action
with respect to any event of default under the Bond Ordinance, or
to institute, appear in or defend any suit or other proceedings
with respect thereto except as provided in the Bond Ordinance.
The principal of the Bonds may be declared due and payable
whether or not in advance of maturity, and such declaration and its
consequences may be annulled, as provided in the Bond Ordinance.
This bond shall not be entitled to any benefit under
the Bond Ordinance or become valid or obligatory for any purpose
until the certificate of authentication hereon has been duly
executed by the Trustee.
It is hereby certified, recited and declared that all
acts, conditions and things required to exist, happen and be per-
formed precedent to and in the execution and delivery of the Bond
Ordinance and the issuance of this bond, do exist, have happened
and have been performed in the time, form and manner required by
law and that the issue of bonds of which this bond is one, together
with all other indebtedness of the Village, is within every debt
and other limit prescribed by law.
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r
IN WITNESS WHEREOF, the Village of Deerfield, by its
President and Board of Trustees, has caused this bond to be
executed by the manual or facsimile signatures of its Village
President and its Village Clerk and its corporate seal, or a
facsimile thereof, to be impressed or reproduced hereon.
Dated:
(SEAL)
Attest:
Village Clerk
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VILLAGE OF DEERFIELD
By
Village President
(Form of Certificate of Authentication)
This bond is one of the issue of Bonds described in the
within- mentioned Bond Ordinance and is one of the series of such
Bonds designated "General Obligation Variable Rate Demand Bond,
Series All of the Village of Deerfield, Illinois.
LaSalle National Bank,
as Trustee
By
Authorized Officer
(Form of'Assignment)
ASSIGNMENT
For value receive
and transfers unto
within Bond, and all rights
constitutes and appoints
transfer the within Bond on
thereof, with full power of
Dated:
Witness:
3 the undersigned hereby sells, assigns,
the
thereunder, and hereby irrevocably
Attorney to
the books kept for registration
substitution in the premises.
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(Form of Notice and Demand attached to each Bond)
NOTICE OF DEMAND FOR PAYMENT
$ principal amount of Village of
Deerfield, Illinois
General Obligation Variable Rate Demand Bond,
Series A
Bond Number:
The undersigned hereby tenders the hereinabove described
Bond to the Trustee under the Bond Ordinance and demands payment
of the principal of and accrued interest on the Bond to the date
of payment which shall be (a date which is a
Business Day not prior to the seventh day next succeeding the
date of delivery of this notice or the telephonic notice of
tender confirmed by this notice).
Authorized Signature
Taxpayer Identification Number:
Dated:
Instructions:
1. Deliver one copy of the Notice and Demand to the Trustee at
the following address:
LaSalle National Bank
Corporate Trust Department
135 S. LaSalle Street
Chicago, Illinois 60690
Attention: Corporate Trust Division
2. Deliver one copy of the Notice and Demand to the Remarketing
Agent at the following address:
John Nuveen & Co. Incorporated
140 Broadway
New York, New York 10005
Attention: S. E. Canaday, Jr.
3. At least two Business Days prior to the date of payment
deliver the Bond to either the Trustee or J. Henry Schroder
Bank & Trust Company as agent for the Trustee at the follow-
ing addresses:
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LaSalle National Bank
Corporate Trust Department
135 S. LaSalle Street
Chicago, Illinois 60690
Attention: Corporate Trust
Division
J. Henry Schroder Bank & Trust
Company
One State Street Plaza
New York, New York 10015
Attention: Corporate Trust
Department
Section 1208. No Personal Liability on Bonds. No re-
course shall be had for the payment of the principal of or the
interest on the Bonds or for any claim based thereon or on the
Bond Ordinance against any officer or employee of the Village, or
any person executing the Bonds; provided however, that nothing
herein shall bar recourse in mandamus or otherwise to any such
person or officer in his corporate as opposed to his individual
capacity.
Section 1209. Upointment of Remarketing Agent. John
Nuveen & Co. Incorporated is hereby appointed as Remarketing
Agent under the Bond Ordinance. The Remarketing Agent or any
successor, may at any time resign by giving written notice of
resignation to the Village and the Trustee. The Village may
remove the Remarketing Agent or any successor at any time for
such cause as shall be determined in the sole discretion of the
Village. Upon receiving such notice of resignation or upon the
removal of the Remarketing Agent, the Village shall promptly
appoint a successor Remarketing Agent, which shall be a commercial
bank or a member of the National Association of Securities Dealers,
Inc., to act'as such Remarketing Agent under the Remarketing
Agreement or any similar agreement. Notice of such appointment
shall be given to the Trustee.
Section 1210. Approval of Documents. The form of
Credit Agreement and the form of Remarketing Agreement on file in
the office of the Clerk are each hereby approved for execution
and delivery on behalf of the Village. The Village President and
Clerk are hereby authorized and directed to execute and deliver
the Credit Agreement and the Remarketing Agreement. In accordance
with the provisions of the Credit Agreement, the Village President
and Clerk are hereby authorized to execute and deliver from time
to time the Revolving Credit Note. The Contract of Purchase
between the Village and John Nuveen & Co. Incorporated, as underwri-
ter for the Series A Bonds, on file in the office of the Clerk is
hereby approved for execution and delivery on behalf of the
Village and the Village President and Clerk are hereby authorized
and directed to execute and deliver said Bond Purchase Agreement.
The Offering Memorandum prepared in connection with the offering
of the Series A Bonds is hereby approved and authorized for
distribution to Bondholders. The Village President is hereby
authorized to make such changes in the foregoing documents as may
be deemed necessary by the Village President in connection with
the issuance of the Bonds.
MIM
• �L
Section 1211. Publication and Notice. The Clerk is
hereby authors d and directed to publish the Bond Ordinance in
pamphlet form and to file copies thereof for public inspection in
her office. The Clerk is hereby authorized and directed to cause
notice of adoption of the Bond Ordinance to be published in a
newspaper of general circulation in the Village. Said notice
shall be in substantially the following form:
"Public Notice
Notice is hereby given that on December 17, 1984, the
President and Board of Trustees of the Village of Deerfield,
Illinois adopted an ordinance entitled: "Ordinance Authorizing
the Issuance of.General Obligation Variable Rate Demand Bonds of
the Village of Deerfield, Illinois," and that copies of said
ordinance are on file and available for public inspection at the
office of the Village Clerk of the Village of Deerfield.
By /s/ Naomi S. Clampitt
Village Clerk"
Section 1212. Effective Date. This ordinance shall
become effective upon its passage and approval in the manner
provided by law.
Adopted this 17th day of December, 1984 by roll call
vote as follows:
Ayes: MARTY, SEIDMAN, SWANSON, YORK (4)
Nays: NON E
ABSENT: JACKSON, MAROVITZ
Abstain: NONE (0)
(SEAL)
Attest:
-54-
Approved: December 1, 1984
.Village President
CERTIFICATE
I, Naomi S. Clampitt, Village Clerk of the Village of
Deerfield, Illinois, hereby certify that the foregoing ordinance
entitled: "Ordinance Authorizing the Issuance of General Obliga-
tion Variable Rate Demand Bonds of the Village of Deerfield,
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 8:00 p.m. on
December 17, 1984 in the Council Chamber 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, published in
pamphlet form 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.
IN WITNESS WE ERE OF, I have hereunto set my hand and
affixed the seal of the Village this loth day of December, 1984.
Villag Cle
(SEAL)
A13731 -A
12/14/84
LG:maj
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