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O-86-17ORDINANCE NO. 0 -86 -17 ORDINANCE AUTHORIZING THE ISSUANCE OF $11,000,000 CORPORATE PURPOSE BONDS, SERIES 1986, OF THE VILLAGE OF DEERFIELD, ILLINOIS BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF DEERFIELD, ILLINOIS, AS FOLLOWS: Section 1. Authority and Purpose. This ordinance is adopted pursuant to Section 6 of Article VII of the Illinois Constitution of 1970 for the purpose of authorizing and financing the refunding of $11,000,000 principal amount of outstanding bonds of the Village hereinafter described and for the purpose of financing costs associated with the refunding of such outstanding bonds. The outstanding bonds of the Village to be refunded pursuant to this ordinance (the "Prior Bonds ") are more particu- larly described as follows: $4,100,000 outstanding principal amount of General Obligation Variable Rate Demand Bonds, Series A; and $6,900,000 outstanding principal amount of General Obligation Variable Rate Demand Bonds, Series B: The President and Board of Trustees of the Village hereby determines to redeem the Prior Bonds within 30 days after the issuance of the bonds herein authorized. Section 2. Authorization and Terms of Bonds. To meet part of the estimated cost of refunding the Prior Bonds, there is hereby appropriated the sum of $11,000,000. For the purpose of financing said appropriation, general obligation bonds of the Village shall be issued and sold in an aggregate principal amount of $11,000,000, shall be designated "Corporate Purpose Bonds, Series 1986," and shall be issuable in the denominations of i t $5,000 or any integral multiple thereof. Bonds shall be numbered consecutively from 1 upwards in order of their issuance and may bear such identifying numbers or letters as shall be useful to facilitate the registration, transfer and exchange of bonds. Each bond shall be dated as of the interest payment date next preceding the date of issuance thereof, except that (a) if such date of issuance shall be prior to the first interest payment date, said bond shall be dated as of May 1, 1986, (b) if such date of issuance shall be an interest payment date, said bond shall be dated as of such interest payment date, or (c) if inter- est due on said bond shall not have been paid in full, then notwithstanding any of the foregoing provisions, said bond shall be dated as of the date to which interest has been paid in full on said bond. The bonds shall mature on January 1 in each year shown in the following table in the respective principal amount set forth opposite each such year and the bonds maturing in each such year shall bear interest at the respective rate per annum set forth opposite each such year: Year Principal Amount Rate of Interest 1987 $ 100,000 6.80% 1988 125,000 7.75 1989 175,000 7.75 1990 300,000 7.75 1991 410,000 7.75 1992 445,000 7.75 1993 485,000 7.75 1994 515,000 7.75 1995 545,000 7.10 1996 580,000 6.40 1997 620,000 6.50 1998 660,000 6.60 1999 700,000 6.70 2000 750,000 6.80 2001 800,000 6.90 2002 855,000 6.75. -2- Year Principal Amount Rate of Interest 2003 $ 915,000 6.75% 2004 975,000 6.75 2005 1,045,000 6.75 Each bond shall bear interest from its date payable in lawful money of the United States of America on January 1, 1987 and semiannually thereafter on each January 1 and July 1 at the rates per annum herein determined. The principal of and premium, if any, on the bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof at the principal corporate trust office of American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois, which is hereby appointed as bond registrar and paying agent for the bonds. Interest on the bonds shall be payable on each interest payment date to the registered owners of-record thereof appearing on the registration books maintained by the Village for such purpose at the principal corporate trust office of the bond registrar, as of the close of business on the 15th day of the calendar month next preceding the applicable interest payment date. Interest on the bonds shall be paid by check or draft mailed to such registered owners at their addresses appearing on the registration books. The bonds maturing on or after January 1, 1997 shall be subject to redemption prior to maturity at the option of the Village and upon notice as herein provided, in inverse order of maturity and by lot within a single maturity, on July 1, 1996 and on any interest payment date thereafter, at a redemption price egual to the principal amount thereof to be redeemed plus, if -3- such bond is to be redeemed during any period shown in the fol- lowing table, the applicable redemption premium, expressed as a percentage of such principal amount, set forth opposite such period: Redemption Period July 1, 1996 July 1, 1997 July 1, 1998 July 1, 1999 July 1, 2000 July 1, 2001 July 1, 2002 July 1, 2003 to to to to to to to to January January January January January January January January 1, 1997 1, 1998 1, 1999 1, 2000 1, 2001 1, 2002 1, 2003 1, 2004 Redemption Premium 2 % 1 -3/4 1 -1/2 1 -1/4 1 3/4 1/2 1/4 In the event of the redemption of less than all the bonds of like maturity the aggregate principal amount thereof to be redeemed shall be $5,000 or an integral multiple thereof and the bond registrar shall assign to each bond of such maturity a distinctive number for each $5,000 principal amount of such bond and shall select by lot from the numbers so assigned as many numbers as, at $5,000 for each number, shall equal the principal amount of such bonds to be redeemed. The bonds to be redeemed shall be the bonds to which were assigned numbers so selected; provided that only so much of the principal amount of each bond shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. Notice of the redemption of bonds shall be mailed not less than 30 days nor more than 60 days prior to the date fixed for such redemption to the registered owners of bonds to be redeemed at their last addresses appearing on said registration books. The bonds or portions thereof specified in said notice shall become due and payable at the applicable redemption price -4- on the redemption date therein designated, and if, on the redemp- tion date, moneys for payment of the redemption price of all the bonds or portions thereof to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, and if notice of redemption shall have been mailed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt thereof by any registered owner) then from and after the redemption date interest on such bonds or portions thereof shall cease to accrue and become payable. If there shall be drawn for redemption less than all of a bond, the Village shall execute and the bond registrar shall authenticate and deliver, upon the surrender of such bond, without charge to the owner thereof, for the unredeemed balance of the bond so surren- dered, bonds of like maturity and of,.the denomination of $5,000 or any integral multiple thereof. The bond registrar shall not be required to transfer or exchange any bond after notice of the redemption of all or a portion thereof has been mailed. The bond registrar shall not be required to transfer or exchange any bond during a period of 15 days next preceding the mailing of a notice of redemption which could designate for redemption all or a portion of such bond. Section 3. Execution and Authentication of Bonds. The bonds shall be executed in the name of the Village by the manual or facsimile signature of its Village President and the corporate seal of the-Village, or a facsimile thereof, shall be thereunto affixed or otherwise reproduced thereon and attested by the manual or facsimile signature of its Village Clerk. MT 0 In case any officer whose signature, or a facsimile of whose signature, shall appear on any bond shall cease to hold such office before the issuance of the bond, such bond shall nevertheless be valid and sufficient for all purposes, the same as if the person whose signature, or a facsimile thereof, appears on such bond had not ceased to hold such office. Any bond may be signed, sealed or attested on behalf of the Village by any person who, on the date of such act, shall hold the proper office, notwithstanding that at the date of such bond such person may not have held such office. No recourse shall be had for the payment of any bonds against any officer who executes the bonds. The bonds shall bear thereon a certificate of authenti- cation executed manually by the bond registrar. No bond shall be entitled to any right or benefit undtr.this ordinance or shall be valid or.obligatory of any purpose until such certificate of authentication shall have been duly executed by the bond registrar. Section 4. General Obligations. The full faith and credit of the Village are hereby irrevocably pledged to the punctual payment of the principal of and interest on the bonds. The bonds shall be direct and general obligations of the Village, and the Village shall be obligated to levy ad valorem taxes upon all the taxable property in the Village for the payment of the bonds and the interest thereon, without limitation as to rate or amount. Section S. Form of Bonds. The bonds shall be issued as fully registered bonds and shall be in substantially the following form, the blanks to be appropriately completed when the bonds are printed: -6- (Form of Bond) United States of America State of Illinois Counties of Lake and Cook VILLAGE OF DEERFIELD CORPORATE PURPOSE BOND, SERIES 1986 INTEREST RATE MATURITY DATE The VILLAGE OF DEERFIELD, a municipal corporation and a home rule unit of the State of Illinois situate in the Counties of Lake and Cook, acknowledges itself indebted and for value re- ceived hereby promises to pay to regidtered assigns, the principal sum,.,of or Dollars on the maturity date specified above, and to pay interest on such principal sum from the date hereof at the interest rate per annum specified above, payable in lawful money of the United States of America on January 1, 1987 and semiannually thereafter on the first days of January and July in each year until the principal sum shall have been paid, by check or draft mailed to the registered owner of record hereof as of the 15th day of the calendar month next preceding such interest payment date, at the address of such owner appearing on the registration books main- tained by the Village for such purpose at the principal corporate trust office of American National Bank and Trust Company of Chicago, in the City of Chicago, Illinois, as bond registrar or its successor (the "Bond Registrar "). This bond, as to principal -7- and premium, if any, when due, will be payable in lawful money of the United States of America upon presentation and surrender of this bond at the principal corporate trust office of the Bond Registrar. The full faith and credit of the Village are irrevo- cably pledged for the punctual payment of the principal of and interest on this bond according to its terms. This bond is one of a series of bonds issued in the aggregate principal amount of $11,000,000, which are all of like tenor except as to date, maturity, option of redemption and rate of interest and which are authorized and issued under and pursuant to Section 6 of Article VII of the Illinois Constitution of 1970 and under and in accordance with an ordinance adopted by the President and Board of Trustees of the Village on April 21, 1986 and entitled: "Ordinance Authorizing.the Issuance of $11,000,000 Corp'orate,Purpose Bonds, Series 1986, of the Village of Deerfield, Illinois." The bonds of such series maturing on or after January 1, 1997 are subject to redemption prior to maturity at the option of the Village and upon notice as herein provided, in inverse order of maturity and by lot within a single maturity, on July 1, 1996 and on any interest payment date thereafter, at a redemption price equal to the principal amount thereof to be redeemed plus, if such bond is to be redeemed during any period shown in the following table, the applicable redemption premium, expressed as a percentage of such principal amount, set forth opposite such period: MIM Redemption Period July 1, 1996 July 1, 1997 July 1, 1998 July 1, 1999 July 1, 2000 July 1, 2001 July 1,'2002 July 1, 2003 to to to to to to to to January January January January January January January January 1, 1997 1, 1998 1, 1999 1, 2000 1, 2001 1, 2002 1, 2003 1, 2004 Redemption Premium 2 % 1 -3/4 1 -1/2 1 -1/4 1 3/4 1/2 1/4 Notice of the redemption of bonds will be mailed not less than 30 days nor more than 60 days prior to the date fixed for such re- demption to the registered owners of bonds to be redeemed at their last addresses appearing on such registration books. The bonds or portions thereof specified in said notice shall become due and payable at the applicable redemption price on the redemp- tion date therein designated, and if, on the redemption date, moneys for payment of the.redemption price of all the bonds or portions thereof to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, and if notice of redemption shall have been mailed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt thereof by any registered owner) then from and after the redemption date interest on such bonds or portions thereof shall cease to accrue and become payable. This bond is transferable only upon such registration books by the registered owner hereof in person, or by his attorney duly authorized in writing, upon surrender hereof at the principal corporate trust office of the Bond Registrar together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or by his duly authorized attorney, and thereupon a new registered bond or bonds, in the WE authorized denominations of $5,000 or any integral multiple thereof and of the-same aggregate principal amount, maturity and interest rate as this bond shall be issued to the transferee in exchange therefor. In like manner, this bond may be exchanged for an equal aggregate principal amount of bonds of the same maturity and interest rate and of any of such authorized denomina- tions. The Village or the Bond Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange of this bond. No other charge shall be made for the privilege of making such transfer or exchange. The Village and the Bond Registrar.may treat and consider the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal, premium, if any, and interest due hereon and for all other purposes whatso- ever. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the Bond Registrar. It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist and be performed precedent to and in the issuance of this bond in order to make it a legal, valid and binding obligation of the Village have been done, exist and have been performed in regular and due time,, form and manner as required by law, and that the series of bonds of which this bond is one, together with all other indebted- ness of the Village, is within every debt or other limit prescribed by law. -10- IN WITNESS WHEREOF, the Village of Deerfield has caused this bond to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk. Dated: VILLAGE OF DEERFIELD Village President Attest: Village Clerk CERTIFICATE OF AUTHENTICATION This bond is one of the Corporate Purpose Bonds, Series 1986, described in the within mentioned Ordinance. AMERICAN NATIONAL BANK AND TRUST COMPANY,OF CHICAGO, as Bond Registrar By Authorized officer -11- ASSIGNMENT For value received the undersigned sells, assigns and transfers unto the within bond and hereby irrevocably constitutes and appoints attorney to transfer the said bond on,the books kept for registration thereof, with full power of substitution in the premises. Dated Signature Guarantee: -12- Section 6. Sale and Delivery. The sale of the bonds to Northern Trust Company, as purchaser, at a price of $11,000,007.15 and accrued interest from their date to the date of delivery and payment therefor, is hereby ratified and confirmed. The official statement prepared with respect to the bonds is hereby approved. The Village President, Village Clerk and other officials of the Village are hereby authorized and directed to do and perform, or cause to be done or performed for or on behalf of the Village each and every thing necessary for the issuance of the bonds and the refunding of the Prior Bonds, including the proper execution and delivery of the bonds and the official statement upon payment of the full purchase price of the bonds. Section 7. Levy and Extension of Taxes. For the purpose of.providing the money required to pay the interest on the bonds when and as the same falls due and to pay and discharge the principal thereof as the same shall mature, there is hereby levied upon all the taxable property in the Village, in each year while any of the bonds shall be outstanding, a direct annual tax sufficient for that purpose in addition to all other taxes, as follows: Tax Levy Year 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 A Tax Sufficient to Produce -13- $1,494,304.17 924,175.00 1,035,612.50 1,122,362.50 1,125,587.50 1,131,100.00 1,124,512.50 1,113,600.00 •11109,905.00 1,112,785.00 Tax Levy Year 1996 1997 1998 1999 2000 2001 2002 2003 A Tax Sufficient to Produce $1,112,485.00 1,108,925.00 1,112,025.00 1,111,025.00 1,110,825.00 1,113,112.50 1,111,350.00 1,115,537.50 Interest or principal coming due at any time when there shall be insufficient funds on hand to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of the taxes herein levied; and when said taxes shall have been collected, reimbursement shall be made to the said funds in the amounts thus advanced. As soon as this ordinance becomes effective, a copy thereof certified by the Village Clerk, which certificate shall recite that this ordinance has been duly adopted, shall be filed with the County Clerk of Cook County, Illinois and the County Clerk of Lake County, Illinois, who are each hereby directed to ascertain the rate per cent required to produce the aggregate tax hereinbefore provided to be levied in the years 1986 to 2003, inclusive, and to extend the same for collection on the tax books in connection with other taxes levied in said years, in and by the Village for general corporate purposes of the Village, and in said years such annual tax shall be'levied and collected in like manner as taxes for general corporate purposes for said years are levied and collected and, when collected, such taxes shall be used solely for the purpose of paying the principal of and inter- est on the bonds herein authorized as the same become due and payable. -14- Section 8. Debt Service Fund. Moneys derived from taxes herein levied are appropriated and set aside for the sole purpose of paying principal of and interest on the bonds when.and as the same come due. All of such moneys, and all other moneys to be used for the payment of the principal of and interest on the bonds, shall be deposited in the "Series 1986 Debt Service Fund" which is hereby established as a special fund of the Village and shall be administered as a bona fide debt service fund under the internal revenue laws of the United States. All accrued in- terest received upon the issuance of the bonds shall be deposited in the Series 1986 Debt Service Fund. Concurrently with the issuance of the bonds, the Village shall deposit in the Series 1986 Debt Service Fund, from sourcep other than bond proceeds, an amount of money which, together with such accrued interest, shall be sufficient to provide for the payment of interest due on the bonds on January 1, 1987. Section 9. Bond Proceeds and Transferred Proceeds Fund. All of the proceeds of sale of the bonds (exclusive of accrued interest) shall be applied to pay the redemption price of the Prior Bonds. Any proceeds of sale of the bonds remaining after the redemption of the Prior Bonds shall be expended to pay costs of issuance of the bonds. As of November 1, 1986 all remaining proceeds of sale of the bonds shall be deposited in the Series 1986 Debt Service Fund. Concurrently with the redemption of the Prior Bonds, all remaining proceeds of sale of the Prior Bonds, including moneys derived from the investment of such proceeds, shall be -15- deposited in the "Series 1986 Transferred Proceeds Fund" which is hereby established as a special fund of the Village. Within the Series 1986 Transferred Proceeds Fund, the Village shall establish a "Costs of Issuance Account," for the payment of costs of issu- ance of the bonds; for each discrete construction project to be financed with the proceeds of the Prior Bonds, a "Construction Account" for the payment or reimbursement of costs of construction of such project and an. "Acquisition Account" for the payment or reimbursement of the costs of acquisition of tangible property to be financed with such proceeds. The moneys deposited in the Series 1986 Transferred Proceeds Fund shall be allocated among the various Accounts within such Fund in accordance with the purpose of each Account as herein provided. Moneys in each Account shall be expended for the purpose for which such Account was established except that moneys in any Account may be transferred or withdrawn for any one or more of the following purposes: (i) to make transfers to a different Account in the Series 1986 Transferred Proceeds Fund, (ii) to pay the principal of or interest on the bonds, (iii) to redeem bonds in accordance with the provisions of this ordinance or to purchase bonds, (iv) to pay any rebate due the United States -or (v) to pay the cost of any other improvement or for any other lawful purpose as directed by an ordinance of the Village. Before any such transfer or withdrawal shall be made, there shall be filed with the Village Clerk an opinion of a nationally recognized bond counsel to the effect that such trans- fer or withdrawal will not adversely affect any exemption from federal income taxation of interest on the bonds. IWO Section 10. Rebate Fund. The Village hereby establishes a special fund, designated as the "Series 1986 Rebate Fund." In the event that the Village shall invest bond proceeds or moneys in the Series 1986 Transferred Proceeds Fund or the Series 1986 Debt Service Fund in any investments which generate income that must be rebated or paid to the United States pursuant to the provisions of "Title VII - Tax - Exempt Bonds" of the Tax Reform Act of 1985 (the "Tax Reform Act ") that are contained in Section 701(a) of H.R. 3838, as passed by the United States House of Representatives on December 17, 1985, such income shall be depos- ited in the Series 1986 Rebate Fund. Moneys in the Series 1986 Rebate Fund may be expended for any lawful purpose of the Village. Section 11. Investment Restrictions. (A) No invest- ment shall be made of bond proceeds..gi. any moneys in the Series 1986 Debt Service Fund, the Series 1986 Transferred Proceeds Fund or the Series 1986 Rebate Fund except in accordance with the requirements of this Section. Except as required by Section 10 of this ordinance, all income derived from such investments in respect of moneys or securities in any -Fund or Account shall be credited in each case to the Fund or Account in which such moneys or securities are held. (B) Bond proceeds and moneys in any Fund or Account may be invested in state and local governmental obligations the interest on which is exempt from federal income taxation pursuant to Section 103(a) of the Internal Revenue Code of 1954, as amended, or any similar provisions of a revised internal revenue code of the United States, including provisions of the Tax Reform Act. -17- (C) In the event that the contemplated investment of moneys is not specified in (B) above, then if the Village Treasurer shall determine and certify to the Village Clerk that (a) the. moneys to be invested are entitled to a temporary period during which such moneys may be invested at an unrestricted yield pursuant to the Tax Reform Act and any other applicable federal law then in effect and (b) that the contemplated investment will mature within such temporary period, then the Village Treasurer may cause such investment to be made without further limitation. (D) In the event that the contemplated investment of moneys is not specified in either (B) or (C) above, then if the Village Treasurer shall determine and certify to the Village Clerk that the yield (calculated in accordance with the provisions of the Tax Reform Act and any other applicable federal law then in effect relating to the exemption of interest on state and local governmental obligations, and applicable regulations) on . the contemplated investment will not exceed the yield (as so calculated) on the bonds, and that the requirements for making such an investment contained in the Tax Reform Act, any other applicable federal law and applicable regulations have been satisfied, then the Village Treasurer may cause such investment to be made. In rendering the certificate called for in this paragraph, the Village Treasurer may rely on a certificate from an independent certified public accountant or other tax law expert stating that such investment will not adversely affect any exemption from federal income taxation of interest.on the bonds. Section 12. Relief From Investment Restrictions. The provisions of Sections 9, 10 and 11 of this ordinance shall not be binding on the Village in the event, and to the extent, that the Village shall receive the opinion of a nationally recognized bond counsel to the effect that failure to comply with such provision or provisions will not adversely affect the exemption from federal income taxation of interest on the bonds. Section 13. Tax Covenants. The Village covenants to comply with the provisions of this Section unless it shall have received the written opinion of a nationally recognized bond counsel to the effect that failure to comply with one or more specific provisions will not adversely affect the exemption from federal income taxation of interest on the bonds, in which case the Village may disregard only the specified provision or provi- sions. The Village shall not at anytime permit any of the proceeds of any bonds or other moneys to be used directly of indirectly to acquire any securities or obligations the acquisi- tion of which would cause any bond to be an "arbitrage bond" as defined in Section 103(c)(2) of the Internal Revenue Code of 1954, as amended, or an "industrial development bond" within the meaning of Section 103(b)(2) of said Code. The Village shall not at any time permit any of the proceeds of the.bonds or other moneys to be used directly or indirectly to acquire any securities or obligations the acquisi- tion of which would cause any bond to be an "arbitrage bond ", as defined in the Tax Reform Act or a "nonessential function bond" within the meaning of the Tax Reform Act. The Village will not take any action or omit to take any action which is lawful and within its power to take, and -19- which, if taken or omitted, would cause interest on the bonds to be includible in the gross income of the owners of the bonds for federal income tax purposes. The Village shall pay any rebate due the United States under the provisions of the Tax Reform Act, and it shall keep such books and records with regard to the Funds and Accounts created pursuant to this ordinance, including in particular, the Series 1986 Rebate Fund, as shall be necessary to determine the amount of rebate, if any, owed to the United States. The Village shall spend five percent or more of the net proceeds of sale of the bonds within-30 days after the date of issuance of the bonds to carry out the purposes authorized in Section 1 of this ordinance, and shall spend all of the proceeds of sale of the bonds within three y.ears`of the date of issuance of the bonds. Section 14. Transfer, Exchange and Registry. The bonds shall be,negotiable, subject to the provisions for registra- tion of transfer contained herein. Each bond shall be transferable only upon the registration books maintained by the Village for that purpose at the principal corporate trust office of the bond registrar, by the registered owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer,satisfactory to the bond registrar and duly executed by the registered owner or his duly authorized attorney. Upon the surrender for transfer of any such bond, the Village shall execute and the bond registrar shall authenticate and deliver a new bond or bonds registered in • -20- the name of the transferee, of the same aggregate principal amount, maturity and interest rate as the surrendered bond. Bonds, upon surrender thereof at the principal corporate trust office of the bond registrar, with a written instrument satisfac- tory to the bond registrar, duly executed by the registered owner or his attorney duly authorized in writing, may be exchanged for an equal aggregate principal amount of bonds of the same maturity and interest rate and of the denominations of $5,000 or any integral multiple thereof. For every such exchange or registration of transfer of bonds, the Village or the bond registrar may make a charge suffi- cient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be,.paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. No other charge shall be made for the privilege of making such transfer or exchange. The Village and the bond registrar may deem and treat the person in whose name any bond shall be registered upon the registration books as the absolute owner of such bond, whether such bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of, 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 -21- paid, and neither the Village nor the bond registrar shall be affected by any notice to the contrary. Section 15. Bond Registrar. The Village covenants• that it shall at all times retain a bond registrar with respect to the bonds, that it will maintain at the designated office of such bond registrar a place where bonds may be presented for payment and registration of transfer or exchange and that it shall require that the bond registrar maintain proper registration books and perform the other duties and obligations imposed upon it by this ordinance in a manner consistent with the standards, customs and practices of the municipal securities business. The bond registrar shall signify its acceptance of the duties and obligations imposed upon it by this ordinance by executing.the certificate of authentication on any bond, and by such execution the bond registrar shall be deemed to have certi- fied to the Village that it has all requisite power to accept, and has accepted such duties and obligations not only with respect to the bond so authenticated but with respect to all the bonds. The bond registrar is the agent of the Village and shall not be liable in connection with the performance of its duties except for its own negligence or default. The bond registrar shall, however, be responsible for any representation in its certificate of authentication on the bonds. The Village may remove the bond registrar at any time. In case at any time the bond registrar shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conserva- -22- for of the bond registrar, or of its property, shall be appointed, or if any public officer shall take charge or control of the bond registrar or of its property or affairs, the Village covenants and agrees that it will thereupon appoint a successor bond regis- trar. The Village shall mail notice of any such appointment made by it to each registered owner of bonds within twenty days after such appointment. Any bond registrar appointed under the provi- sions of this Section shall be a bank, trust company or national banking association maintaining its principal corporate trust office in the State of Illinois, the City of St. Louis, Missouri or the Borough of Manhattan, City and State of New York. Section 16. Ordinance to Constitute a Contract. The provisions of this ordinance shall constitute a contract between , the Village and the registered owner�s.of the bonds. Any pledge made in this ordinance and the provisions, covenants and agreements herein set forth.to be performed by or on behalf of the Village shall be for the equal benefit, protection and security of the owners of any and all of the bonds. All of the bonds, regardless of the time or times of their issuance, shall be of equal rank without preference, priority or distinction of any of the bonds over any other thereof except as expressly provided in or pursuant to this ordinance. This ordinance shall constitute full authority for the issuance of the bonds and to the extent that the provisions of this ordinance conflict with the provisions of any other ordinance or resolution of the Village, the provisions of this ordinance shall'control. If any section, paragraph or provision of this ordinance shall be held to be invalid or unenforceable -23- for any reason, the.invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this ordinance. Section 17. Publication and Notice. The Village Clerk is hereby authorized and directed to publish this ordinance in pamphlet form and to file copies thereof for public inspection in her office. The Village Clerk is hereby authorized and directed to cause notice of adoption of this 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 April 21, 1986, the President and Board of Trustees of the Village of Deerfield, Illinois adopted an ordinance entitled: "Ordinance Authorizing the Issuance of $11,000,000 Corporate Purpose Bonds, Series 1986, 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 18. Effective Date. This ordinance shall become effective in the.manner provided by law. Adopted this 21st day of April , 1986 by roll call vote as follows: Ayes: Marovitz, Marty, Rosenthal, Seidman, Swanson, York (6) Nays: None (0) (SEAL) Attest: Village er Approved: Village President -24- 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 $11,000,000 Corporate Purpose Bonds, Series 1986, 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 Board of Trustees of the Village at a meeting thereof which was duly called and held at 8:00 p.m. on April 21, 1986 at the Municipal Building, and at which a quorum was present and acting throughout, and that said copy has been com- pared by me with the original ordinance signed by the Village President of the Village, and thereafter published in pamphlet form on April 22 1986 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 WHEREOF, I have hereunto set my hand and affixed the seal of the Village this 22nd day of April 1986. Village Cl k (SEAL) A14007 -A 4/21/86 LG: tjc2 -25-