ORDINANCE NO.

AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION (LIMITED TAX) NOTES, SERIES 2017A, TO FINANCE MUNICIPAL FACILITIES FOR THE VILLAGE OF ODELL, LIVINGSTON COUNTY, ILLINOIS, AND PROVIDING THE DETAILS OF SUCH NOTES, AND RELATED MATTERS

WHEREAS, the President and Board of Trustees (the “Corporate Authorities”) of the Village of Odell, Livingston County, Illinois (the “Municipality”), hereby determines that it is advisable, necessary and in the Municipality’s best interests to provide for the acquisition, construction and installation of rehabilitation to the 75,000 gallon concrete clearwell, which is used in connection with the Municipality’s potable water system, and related facilities, improvements and costs (collectively, the “Project”); and

WHEREAS, the Municipality has the authority under the Illinois Municipal Code (Section 5/1-1- 1 et seq. of Chapter 65 of the Illinois Compiled Statutes (and particularly, but without limitation, provisions for borrowing for up to 10 years from any bank or other financial institution (Section 8-1-3.1)), as supplemented and amended, including by the Registered Bond Act, the Bond Replacement Act, the Bond Authorization Act, the Local Government Debt Reform Act (collectively, the “Act”); and

WHEREAS, pursuant to and in accordance with the Act and this ordinance, the Municipality is authorized to issue its General Obligation (Limited Tax) Notes, Series 2017A, to be issued and/or drawn upon from time to time in the aggregate principal amount of up to $250,000 (including as a single instrument in installment form, the “Notes”) for the purpose of providing funds to finance the Project, which Notes under the Act are only to evidence a borrowing from a bank or other financial institution, and not otherwise; and

WHEREAS, pursuant to an offer to purchase the Notes to effect a bank loan the Municipality proposes to accept a purchase arrangement for the Notes (which when executed and delivered or the Notes issued, as applicable, shall constitute the “Purchase Agreement”) submitted by the State bank of Graymont, Pontiac, Illinois (the “Bank Purchaser”); and

WHEREAS, for convenience of reference only this ordinance is divided into numbered sections with headings, which shall not define or limit the provisions hereof, as follows:

Page

Preambles	…………………………………………………………………………………………………………………………….	1
Section 1.	Authority and Purpose …………………………………………………………………………………………….	2
Section 2.	Authorization and Terms of Notes …………………………………………………………………………….	2
Section 3.	Sale and Delivery ……………………………………………………………………………………………………	7
Section 4.	Execution and Authentication …………………………………………………………………………………..	8
Section 5.	Transfer, Exchange and Registration …………………………………………………………………………	8
Section 6.	Note Registrar and Paying Agent………………………………………………………………………………	9
Section 7.	Direct General Obligation and Debt ………………………………………………………………………….	9
Section 8.	Form of Notes ………………………………………………………………………………………………………..	9
Section 9.	No Levy and Extension of Taxes ………………………………………………………………………………	9
Section 10.	Debt Service Fund…………………………………………………………………………………………………..	10
Section 11.	Note Proceeds ………………………………………………………………………………………………………..	10
Section 12.	Arbitrage Rebate …………………………………………………………………………………………………….	10
Section 13.	Investment Regulations……………………………………………………………………………………………	10
Section 14.	Non-Arbitrage and Tax-Exemption …………………………………………………………………………..	12
Section 15.	Bank Qualified ……………………………………………………………………………………………………….	15
Section 16.	Ordinance a Contract; Severability ……………………………………………………………………………	15
Section 17.	Supplemental Documents and Instruments …………………………………………………………………	15
Section 18.	Conflict and Repeal…………………………………………………………………………………………………	16
Section 19.	Effective Date ………………………………………………………………………………………………………..	16

NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF ODELL, LIVINGSTON COUNTY, ILLINOIS, as follows:

Section 1. Authority and Purpose. This ordinance is adopted pursuant to the Act for the purpose of financing the Project. Proceeds of the Notes are hereby appropriated for that purpose. The matters set forth above in the preambles to this ordinance are incorporated herein by this reference thereto. Notes shall be issued or drawn upon as funds are necessary for the Project.

Section 2. Authorization and Terms of Notes. For the purposes described above in Section 1, there is hereby allocated the sum of the principal amount of the Notes to be issued and/or drawn upon, up to an aggregate principal amount of $250,000, to be derived from the proceeds of the Notes. For the purpose of financing the Project, and to evidence the obligations and debt under this ordinance, Notes of the Municipality may be issued and/or drawn upon and sold, but only to a bank or other financial institution, and not otherwise, at one time or from time to time, in an aggregate principal amount not to exceed the aggregate principal amount above set forth, shall each be designated “General Obligation (Limited Tax) Note, Series 2017A”, and shall be issuable in the denominations of $0.01 each or any authorized integral multiple thereof. The Notes 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 the Notes. Unless otherwise determined by the Municipality in an Authenticating Order (defined in (d) below) for the Notes, not inconsistent herewith, each Note shall be dated as of or before the date of issuance thereof, or, as applicable the initial draw thereon, as the Bank Purchaser approves or accepts.

General. The Notes shall bear interest on the outstanding principal balance at 00% per annum, computed on the basis of a 365/366-day year, as applicable, and shall come due and be payable, as follows: 120 consecutive substantially level monthly installment payments, principal and interest aggregated, on the day of each month as specified in an Authenticating Order, commencing as specified in an Authenticating Order (each a “payment date”), sufficient to amortize the outstanding principal balance on the final monthly installment payment (or earlier prepayment and redemption, as applicable).

Each Note shall bear interest from the later of its dated date or the most recent interest payment date to which interest has been paid, computed on the basis of a year of 365/366 days, as applicable. The principal of and premium, if any, and interest on the Notes shall be payable in lawful money of the United States of America on each payment date by the paying agent for the Notes (including its successors, the “Paying Agent”). The payment dates shall be monthly on the dates that principal and interest is payable. Monthly installments of principal and interest on the Notes shall be payable on each payment date, at maturity or prior redemption, to the registered owners of record appearing on the registration books maintained by the entity or financial institution or officer to be designated as note registrar, at its designated office, the Note Registrar for such purpose (including its successors, the “Note Registrar”), at the designated office of the Note Registrar as of the close of business on the fifth (5th) day (whether or not a business day) next preceding the applicable monthly payment date. Monthly installments of principal and interest on the Notes shall be paid by check or draft of the Paying Agent from the general sources as herein described mailed to such registered owners at their addresses appearing on the registration books therefor at the close of business on the fifth (5th) day (whether or not a business day) next preceding the monthly payment date. The Note Registrar shall not be required to transfer or exchange any Note during the period from the fifth (5th) day next preceding each interest payment date and ending on such interest payment date, nor to transfer or exchange any Note after notice calling such Note has been mailed nor during a period of five (5) days next preceding the mailing of a notice of redemption of any Note, which could designate all or a part of any Notes for redemption.

Redemption. With notice from the Municipality to the Note Registrar at least 15 days before the designated prepayment and redemption date (or lesser notice acceptable to the Note Registrar), the Notes shall be subject to redemption prior to maturity from funds provided by the Municipality, at the times, in the manner, with the notice and with the effect set forth in this The Notes are subject to redemption as follows:

Optional Redemption. Unless otherwise provided in an Authenticating Order, the Notes shall be subject to optional redemption prior to maturity on any date at a redemption price equal to par plus accrued

Sinking Fund Redemption. This paragraph (ii) shall apply only to the extent an Authenticating Order shall specify any Term Notes (the “Term Notes”), and otherwise shall not apply. Notes so specified as Term Notes, if any, are subject to mandatory sinking fund redemption in the principal amount on date in the year or years so specified, but corresponding to the amounts specified above in Section 2(a), or otherwise as set forth in an Authenticating

At its option before the 5th day (or such lesser time acceptable to the Note Registrar) next preceding any mandatory sinking fund redemption date in connection with Term Notes the Municipality by furnishing the Note Registrar and the Paying Agent an appropriate certificate of direction and authorization executed by the Village President or Village Treasurer may: (i) deliver to the Note Registrar for cancellation Term Notes in any authorized aggregate principal amount desired; or (ii) furnish the Paying Agent funds for the purpose of purchasing any of such Term Notes as arranged by the Municipality; or (iii) receive a credit (not previously given) with respect to the mandatory sinking fund redemption obligation for such Term Notes which prior to such date have been redeemed and cancelled. Each such Note so delivered, previously purchased or redeemed shall be credited at 100% of the principal amount thereof, and any excess shall be credited with regard to future mandatory sinking fund redemption obligations for such Notes in chronological order, and the principal amount of Notes to be so redeemed as provided shall be accordingly reduced. In the event Notes being so redeemed are in a denomination greater than $0.01, a portion of such Notes may be so redeemed, but such portion shall be in the principal amount of

$0.01 or any authorized integral multiple thereof.

Procedure. The Municipality covenants that it will redeem Notes pursuant to the redemption provisions applicable to such Proper provision for redemption having been made, the Municipality covenants that the Notes so selected for redemption shall be payable as at maturity.

The Municipality shall, at least 15 days prior to an optional redemption date (unless a shorter time shall be satisfactory to the Note Registrar), notify the Note Registrar of the optional redemption date and of the principal amount of Notes to be redeemed (no such notice shall be required in the case of any mandatory sinking fund redemption of Term Notes). In the event that less than all of the Notes of a particular series or maturity are called for redemption as aforesaid, as necessary, the particular Notes or portions of Notes to be redeemed shall be selected by lot not more than sixty (60) days or less than thirty (30) days prior to the redemption date by the Note Registrar by such method of lottery as the Note Registrar shall deem fair and appropriate; provided, that such lottery shall provide for the selection for redemption of Notes or portions thereof so that any $0.01 Note or $0.01 portion of a Note shall be as likely to be called for redemption as any other such $0.01 Note or $0.01 portion. The Note Registrar shall promptly notify the Municipality in writing of the Notes or portions of Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed.

Unless waived by the registered owner of Notes to be redeemed, presentment for payment being conclusively such a waiver, notice of any such redemption shall be given by the Note Registrar on behalf of the Municipality by mailing the redemption notice by first class mail not less than thirty (30) days and not more than sixty (60) days prior to the date fixed for redemption to each registered owner of the Note or Notes to be redeemed at the address shown on the Note Register or at such other address as is furnished in writing by each such registered owner to the Note Registrar.

All notices of redemption shall include at least the information as follows: (1) the identification of the particular Notes to be redeemed; (2) the redemption date; (3) the redemption price; (4) if less than all of the Notes of a particular maturity are to be redeemed, the identification (and, in the case of partial redemption, the respective principal amounts) of the Notes to be redeemed; (5) a statement that on the redemption date the redemption price will become due and payable upon each such Note or portion thereof called for redemption and that interest thereon shall cease to accrue from and after such date; and (6) the place where such Notes are to be surrendered for payment of the redemption price, which place of payment shall be the principal corporate trust office of the Paying Agent.

Prior to any redemption date, the Municipality shall deposit with the Paying Agent an amount of money sufficient to pay the redemption price of all the Notes or portions of Notes which are to be redeemed on that date.

Notice of redemption having been given as aforesaid, the Notes or portions of Notes so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, together with accrued interest, and from and after such date (unless the Municipality shall default in the payment of the redemption price) such Notes or portions of Notes shall cease to bear interest. Neither the failure to mail such redemption notice nor any defect in any notice so mailed to any particular registered owner of a Note shall affect the sufficiency of such notice with respect to any other registered owner. Notice having been properly given, failure of a registered owner of a Note to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or the redemption action described in the notice. Such notice may be waived in writing by a registered owner of a Note, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice shall be filed with the Note Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

Upon surrender of such Notes for redemption in accordance with such notice, such Notes shall be paid from available funds therefor by the Paying Agent at the redemption price. Interest due on or prior to the redemption date shall be payable as herein provided for payment of interest. Upon surrender for the partial redemption of any Note, there shall be prepared for the registered owner a new Note or Notes of the same maturity in the amount of the unpaid principal.

If any Note or portion of Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal, and premium, if any, shall, until paid, bear interest from the redemption date at the rate borne by the Note or portion of Note so called for redemption. All Notes which have been redeemed shall be marked cancelled by the Note Registrar and shall not be reissued.

The following three ((i), (ii) and (iii)) paragraphs shall apply only in the event paragraph (c)(ii) below applies, and not otherwise.

In addition to the foregoing notice set forth above, further notice shall be given by the Note Registrar on behalf of the Municipality as set out below, but no defect in such further notice nor any failure to give all or any portion of such further notice shall in any manner defeat the effectiveness of a call for redemption if notice thereof is given as above Each further notice of redemption given hereunder shall contain the information required above for an official notice of redemption plus (a) the CUSIP numbers of all Notes being redeemed; (b) the date of issue of the Notes as originally issued; (c) the rate of interest borne by each Note being redeemed; (d) the maturity date of each Note being redeemed; and (e) any other descriptive information needed to identify accurately the Notes being redeemed.

Each further notice of redemption shall be sent at least thirty (30) days before the redemption date to all registered securities depositories then in the business of holding substantial amounts of obligations of types comprising the Notes and to one or more national information services, chosen in the discretion of the Note Registrar, that disseminate notice of redemption of obligations such as the

Upon the payment of the redemption price of Notes being redeemed, each check or other transfer of funds issued for such purpose shall identify the Note or Notes, or portion thereof, being redeemed with the proceeds of such check or other

Registration of Notes and Book-Entry. The Notes shall be negotiable (but only to banks or other financial institutions, and not otherwise, and shall represent a borrowing in the amount held by such bank or other financial institution), subject to the provisions for registration of transfer contained herein and related to book-entry only

General This paragraph (i) is subject to the provisions of paragraph (ii) concerning book-entry only The Municipality shall cause books (the “Note Register”) for the registration and for the transfer of the Notes as provided in this ordinance to be kept at the designated office of the Note Registrar,

which is hereby constituted and appointed the Note Registrar of the Municipality. The Municipality is authorized to prepare, and the Note Registrar shall keep custody of, multiple Note blanks executed by the Municipality for use in the issuance from time to time of the Notes and in the transfer and exchange of Notes.

Upon surrender for transfer of any Note at the designated office of the Note Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satisfactory to the Note Registrar and duly executed by the registered owner or such owner’s attorney duly authorized in writing, the Municipality shall execute and the Note Registrar shall authenticate, date and deliver in the name of the transferee or transferees a new fully registered Note or Notes of the same series and maturity of authorized denominations, for a like aggregate principal amount. Any fully registered Note or Notes may be exchanged at the designated office of the Note Registrar for a like aggregate principal amount of Note or Notes of the same series and maturity of other authorized denominations. The execution by the Municipality of any fully registered Note shall constitute full and due authorization of such Note, and the Note Registrar shall thereby be authorized to authenticate, date and deliver such Note.

The Note Registrar shall not be required to transfer or exchange any Note during the period from the fifth (5th) day next preceding any monthly payment date on such Note and ending on such payment date, nor to transfer or exchange any Note after notice calling such Note for prepayment has been mailed, nor during a period of five (5) days next preceding mailing of a notice of prepayment and redemption of any Notes.

The person in whose name any Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of, premium (if any) or interest on any Note shall be made only to or upon the order of the registered owner thereof or such registered owner’s legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid.

No service charge shall be made for any transfer or exchange of Notes, but the Municipality or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Notes exchanged in the case of the issuance of a Note or Notes for the outstanding portion of a Note surrendered for redemption.

The Village President or Village Treasurer may, in his or her discretion at any time, designate a bank with trust powers or trust company, duly authorized to do business as a registrar, paying agent, or both, to act in one or both such capacities hereunder, in the event the Village President or Village Treasurer shall determine it to be advisable. Notice shall be given to the registered owners of any such designation in the same manner, as near as may be practicable, as for a notice of redemption of Notes, and as if the date of such successor taking up its duties were the redemption date.

Book-Entry-Only Provisions. As set forth in an Authenticating Order, and not otherwise, the Notes shall be issued in the form of a separate single fully registered Note of each series for each of the maturities of the Upon initial issuance, the ownership of each such Note may be registered in the Note Register therefor in a street name of the Depository, or any successor thereto, as nominee of the Depository. The outstanding Notes from time to time may be registered in the Note Register in a street name, as nominee of the Depository. The Municipality’s Village President or Village Treasurer is authorized to execute and deliver on behalf of the Municipality such letters to or agreements with the Depository as shall be necessary to effectuate such book-entry system (any such letter or agreement being referred to herein as the “Representation Letter”). Without limiting the generality of the authority given to the Village President or Village Treasurer with respect to entering into such Representation Letter, it may contain provisions relating to (a) payment procedures, (b) transfers of the Notes or of beneficial interest therein, (c) redemption notices and procedures unique to the Depository, (d) additional notices or communications, and (e) amendment from time to time to conform with changing customs and practices with respect to securities industry transfer and payment practices.

With respect to Notes registered in the Note Register in the name of a nominee of the Depository, the Municipality and the Note Registrar shall have no responsibility or obligation to any broker-dealer, bank or other financial institution for which the Depository holds Notes from time to time as securities depository (each such broker-dealer, bank or other financial institution being referred to herein as a “Depository Participant”) or to any

person on behalf of whom such a Depository Participant or an Indirect Participant holds an interest in the Notes (an “Indirect Participant” or a “Beneficial Owner”). Without limiting the meaning of the foregoing, the Municipality and the Note Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the records of the Depository, the nominee, or any Depository Participant, Indirect Participant or Beneficial Owner, with respect to any ownership interest in the Notes, (b) the delivery to any Depository Participant or any other person, other than a registered owner of a Note as shown in the Note Register, of any notice with respect to the Notes, including any notice of redemption, or (c) the payment to any Depository Participant or any other person, other than a registered owner of a Note as shown in the Note Register, of any amount with respect to principal of or interest on the Notes.

As long as the Notes are held in a book-entry-only system, no person other than the nominee of the Depository, or any successor thereto, as nominee for the Depository, shall receive a certificate with respect to any Notes. Upon delivery by the Depository to the Note Registrar of written notice to the effect that the Depository has determined to substitute a new nominee in place of the prior nominee, and subject to the provisions hereof with respect to the payment of interest to the registered owners of Notes as of the close of business on the fifteenth (15th) day (whether or not a business day) next preceding the applicable interest payment date, the reference herein to nominee in this ordinance shall refer to such new nominee of the Depository.

In the event that (a) the Municipality determines that the Depository is incapable of discharging its responsibilities described herein and in the Representation Letter, (b) the agreement between the Municipality and the Depository evidenced by the Representation Letter shall be terminated for any reason or (c) the Municipality determines that it is in the best interests of the beneficial owners of the Notes that they be able to obtain certificated Notes, the Municipality shall notify the Depository and the Depository Participants of the availability of notes, and the Notes shall no longer be restricted to being registered in the Note Register in the name of a nominee of the Depository. At that time, the Municipality may determine that the Notes shall be registered in the name of and deposited with a successor depository operating a book-entry system, as may be acceptable to the Municipality, or such depository’s agent or designee, and if the Municipality does not select such alternate book-entry system, then the Notes may be registered in whatever name or names registered owners of Notes transferring or exchanging Notes shall designate, in accordance with the provisions hereof. Notwithstanding any other provision of this ordinance to the contrary, so long as any Note is registered in the name of a nominee of the Depository, all payments with respect to principal of and interest on such Note and all notices with respect to such Note shall be made and given, respectively, in the manner provided in the Representation Letter.

Authenticating Order. Although the Notes are authorized to mature and to bear interest at the rate or rates per annum and have such other terms and provisions as set forth above and otherwise herein, the Notes are nevertheless hereby authorized to mature in other principal amounts (not exceeding in the aggregate the principal amount set forth above) and to bear interest at such lawfully authorized lower rate or rates and have such other terms and provisions as either (i) the Village President shall certify in an Authenticating Order at the time of delivery of the Notes and payment therefor (with respect to which the term “Authenticating Order” shall mean a certificate signed by the Village President, and attested by the Village Clerk, under the Municipality’s seal, setting forth and specifying details of each series of Notes, including but not limited to payment dates, other than as set forth above, interest rate or rates, interest and/or principal payment dates, payment/prepayment schedules, aggregate principal amount (but not to exceed the principal amount set forth above), the principal and interest coming due in each applicable payment period, payment periods and dates, series designation, issue price, issuance of any Note instrument in installment/draw form in lieu of serial form or in serial form in lieu of installment form, as the case may be, any nominal or nominee party, optional and mandatory prepayment and redemption provisions, denominations, designated as “Taxable”, as the case may be, designation as “qualified tax-exempt obligations,” designation of a Paying Agent and/or Note Registrar or other fiscal agents, payment insurance policy or other credit facility (as applicable, the “Credit Facility” of the issuer thereof (the “Credit Provider”)), and investment restrictions, not otherwise inconsistent with this ordinance, and full authority is hereby given to the Village President to certify and specify such terms, without any further action by the Corporate Authorities than this ordinance), or (ii) the Corporate Authorities in supplemental proceedings shall approve, in either case other than as specifically set forth in this With reference to any obligation: “Taxable” or “taxable” means not tax-exempt; and “Tax-Exempt” or “tax-exempt” means the interest thereon is excludable from gross income for federal income tax purposes under Sections 103 and 141 et seq. of the Internal Revenue Code of 1986 as amended (the “Code”).

Limitation. No series of Notes shall be issued other than as provided in this

Payment and Discharge. Notes may be discharged, payment provided for, and the Municipality’s liability terminated, in whole or in part, as follows:

Discharge of Indebtedness. If (i) the Municipality shall pay or cause to be paid to the registered owners of the Notes the principal, premium, if any, and interest to become due thereon at the times and in the manner stipulated therein and herein, (ii) all fees and expenses of the Note Registrar and Paying Agent shall have been paid, and (iii) the Municipality shall keep, perform and observe all and singular the covenants and promises in the Notes and in this ordinance expressed as to be kept, performed and observed by it or on its part, then these presents and the rights hereby granted shall cease, determine and be If the Municipality shall pay or cause to be paid to the registered owners of all outstanding Notes of a particular series, or of a particular maturity within a series, the principal, premium, if any, and interest to become due thereon at the times and in the manner stipulated therein and herein, such Notes shall cease to be entitled to any lien, benefit or security under this ordinance, and all covenants, agreements and obligations of the Municipality to the registered owners of such Notes shall thereupon cease, terminate and become void and discharged and satisfied.
Provision for Payment. Notes for the payment or redemption of which sufficient monies or sufficient government securities shall have been deposited with the Paying Agent (whether upon or prior to the maturity or the redemption date of such Notes) shall be deemed to be paid within the meaning of this ordinance and no longer outstanding under this ordinance; provided, however, that if such Notes are to be redeemed prior to the maturity thereof, notice of such redemption shall have been duly given as provided in this ordinance or arrangements satisfactory to the Note Registrar (including certified public accountant verifications and opinions of Bond Counsel, as requested) shall have been made for the giving Government securities shall be considered sufficient only if such investments are not redeemable prior to maturity at the option of the issuer thereof and mature and bear interest in such amounts and at such times as will assure sufficient cash to pay currently maturing interest and to pay principal and redemption premiums if any when due on the Notes without rendering the interest on any tax-exempt Notes taxable under the Code. The Municipality may at any time surrender to the Note Registrar for cancellation by it any Notes previously authenticated and delivered hereunder, which the Municipality may have acquired in any manner whatsoever, and such Notes, upon such surrender and cancellation, shall be deemed to be paid and retired.
Ter minatio n o f M unicipality ’s Lia bility . Upon the discharge of indebtedness under paragraph (a) hereof, or upon the deposit with the Paying Agent of sufficient money and government securities (such sufficiency being determined as provided in paragraph (b) hereof) for the retirement of any particular Note or Notes, all liability of the Municipality in respect of such Note or Notes shall cease, determine and be completely discharged and the registered owners thereof shall thereafter be entitled only to payment out of the money and the proceeds of the government securities deposited as herein described for their

Section 3. Sale and Delivery. All acts and things done or to be done by officers of the Municipality in connection with and related to the sale from time to time of the Notes shall be and they are hereby in all respects authorized, ratified, confirmed and approved. Subject to the restrictions of this ordinance, the Village President and Village Treasurer are given full power and authority to negotiate the terms of sale and/or a Purchase Agreement with the Bank Purchaser in connection with the Notes, and to execute and deliver such Purchase Agreement a Purchase Agreement shall not be required. Alternatively, a Purchase Agreement shall not be required and the Bank Purchaser shall be deemed to have agreed upon the terms of sale upon the acceptance of the Notes.

The Village President, Village Clerk, Village Treasurer, Village Attorney and other officials of the Municipality are hereby authorized and directed to do and perform, or cause to be done or performed, for or on behalf of the Municipality each and every thing necessary for the issuance by the Municipality of Notes, including the due and proper execution, delivery and performance of this ordinance, and any Purchase Agreement for Notes, in substantially the forms thereof to be approved by the Village President’s execution and the delivery thereof, and all related and incidental agreements, certificates, receipts and opinions, upon payment of the full purchase price of the applicable issue of Notes, an amount as set forth in an applicable Purchase Agreement therefor. The Municipality hereby agrees to provide the owners of any Notes upon request with copies of the Municipality’s most recent audited financial statements and financial information and operating data for the Municipality which is

customarily prepared by the Municipality and is publicly available. Proceeds received upon sale of the Notes shall be deposited in and/or credited to a separate account designated the “Proceeds Account” and applied from time to time to costs of the Project.

Section 4. Execution and Authentication. Each Note shall be executed in the name of the Municipality by the manual or authorized facsimile signature of its Village President and the corporate seal of the Municipality, or a facsimile thereof, shall be thereunto affixed or otherwise placed thereon and attested by the manual or authorized facsimile signature of the Village Clerk.

In case any officer whose signature, or a facsimile of whose signature, shall appear on any Note shall cease to hold such office before the issuance of such Note, such Note shall nevertheless be valid and sufficient for all purposes, the same as if the person whose signature, or a facsimile thereof, appears on such Note had not ceased to hold such office. Any Note may be signed, sealed or attested on behalf of the Municipality by any person who, on the date of such act, shall hold the proper office or position, notwithstanding that at the date of such Note such person may not hold such office or position.

No recourse shall be had for the payment of any Notes against the Village President, Village Clerk, Village Treasurer or any member of the Corporate Authorities or any other officer or employee of the Municipality (past, present or future).

Each Note shall bear thereon a certificate of authentication executed manually by the Note Registrar. No Note shall be entitled to any intended right or benefit under this ordinance until such certificate of authentication shall have been duly executed by the Note Registrar. Such certificate of authentication shall have been duly executed by the Note Registrar by manual signature, and such certificate of authentication upon any such Note shall be conclusive evidence that such Note has been authorized under this ordinance. The certificate of authentication on any Note shall be deemed to have been executed by the Note Registrar if signed by an authorized officer or signer of the Note Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Notes.

Section 5. Transfer, Exchange and Registration. The Notes shall be negotiable, subject to the provisions for registration of transfer contained herein. Each Note all be transferable only upon the registration books maintained by the Note Registrar for that purpose at the designated office of the Note Registrar, by the registered owner thereof in person or by such registered owner’s attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the Note Registrar and duly executed by the registered owner or such registered owner’s duly authorized attorney. Upon the surrender for transfer of any such Note (but subject to the limitation that they may be held only by a bank or any other financial institution under applicable law), the Municipality shall execute and the Note Registrar shall authenticate and deliver a new Note or Notes registered in the name of the transferee, of the same aggregate principal amount, maturity and interest rate as the surrendered Note. Notes, upon surrender thereof at the designated office of the Note Registrar, with a written instrument satisfactory to the Note Registrar, duly executed by the registered owner or such registered owner’s attorney duly authorized in writing, may be exchanged for an equal aggregate principal amount of Notes of the same maturity and interest rate and of the denominations of $0.01 each or any authorized integral multiple thereof, less previous retirements.

For every such exchange or registration of transfer of Notes, the Municipality or the Note Registrar may make a charge sufficient to reimburse it for any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. No other charge shall be made for the privilege of making such transfer or exchange. The provisions of the Bond Replacement Act shall govern the replacement of lost, destroyed or defaced Notes.

The Municipality, the Note Registrar and the Paying Agent may deem and treat the person in whose name any Note shall be registered upon the registration books as the absolute owner of such Note, whether such Note 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 such registered owner’s order shall be valid and effectual to satisfy and discharge the liability upon such Note to the extent of the sum or sums so paid, and neither the Municipality nor the Note Registrar or the Paying Agent shall be affected by any notice to the contrary.

Section 6. Note Registrar and Paying Agent. The Municipality shall at all times retain a Note Registrar and Paying Agent with respect to the Notes and shall cause to be maintained at the office of the Note Registrar a place where Notes may be presented for registration of transfer or exchange, that it will maintain at the designated office of the Paying Agent a place where Notes may be presented for payment, that it shall require that the Note Registrar maintain proper registration books and that it shall require the Note Registrar and Paying Agent to perform the other duties and obligations imposed upon them by this ordinance in a manner consistent with applicable standards, customs and practices.

The Note Registrar and Paying Agent shall signify their acceptances of the duties and obligations imposed upon them by this ordinance. The Note Registrar by executing the certificate of authentication on any Note shall be deemed to have certified that it has all requisite power to accept, and has accepted, including as Paying Agent, in the case of the Note Registrar and Paying Agent being the same entity or financial institution, such duties and obligations not only with respect to the Note so authenticated but with respect to all of the Notes.

Unless otherwise specified in an Authenticating Order, the Note Registrar and Paying Agent shall be the State Bank of Graymont, Pontiac, Illinois.

Section 7. Direct General Obligation and Debt. The Notes shall be direct general obligations and debt of the Municipality, and the payment when due of the principal thereof and the interest thereon shall be payable from general funds of the Municipality and such other sources of payment as are otherwise lawfully available without any requirement of a prior appropriation or budget therefor. Under Section 13 of the Local Government Debt Reform Act, the Municipality pledges to the debt service payments under the Notes, subject to any prior pledge, all general funds on hand and to be received from time to time, and for purposes of the foregoing and this ordinance “General Funds” means all moneys and investments thereof constituting all or a part of the Municipality’s general funds (howsoever styled), but such term shall not restrict or prohibit the use of any other special or otherwise legally available funds therefor.

Section 8. Form of Notes. The Notes shall be issued in fully registered form conforming to the industry customs and practices of printing, including part on the front and part on the reverse of the notes, as appropriate, the blanks to be appropriately completed when the Notes are delivered; and the Notes shall be prepared in compliance with the National Standard Specifications for Fully Registered Municipal Securities prepared by the American National Standards Institute and, with appropriate insertions and modifications, shall be in substantially the form thereof in Exhibit A hereto. In lieu thereof, Notes may be issued in typewritten form, conforming as nearly as practicable to the foregoing. Notwithstanding any provision of this ordinance to the contrary, in lieu of issuing Notes in serial form the Notes may be issued as a single installment or term instrument in a principal amount equal to the aggregate principal amount of the Notes actually issued with a final maturity conforming to Section 2, payable at maturity as to principal and to interest (subject to adjustment in an Authenticating Order or other supplemental proceedings), with an appropriate payment schedule therein or thereon or annexed, and otherwise substantially complying with this ordinance. The form for the Notes set forth below shall be appropriately modified with respect to any Note in installment form, Taxable or Tax-Exempt, and an applicable Authenticating Order, the sufficiency of which shall be conclusively approved by the delivery of nationally recognized bond counsel’s (“Bond Counsel”) approving opinion upon issuance thereof. Notes in serial or installment form may be interchanged from time to time, in whole or in part.

Section 9. No Levy and Extension of Taxes. For the purpose of providing the money required to pay debt service on the Notes, when and as the same falls due and to pay and discharge the principal thereof as the same shall mature, there shall not be levied upon taxable property in the Municipality in each year while any of the Notes shall be outstanding, any direct annual tax sufficient for that purpose. The Notes are payable solely and only from General Funds of the Municipality (and such other funds as are otherwise lawfully available) as

described herein, without any requirement of a prior budget or appropriation therefor, to pay debt service on the Notes.

The Notes are payable solely from General Funds of the Municipality (and such other funds as are otherwise lawfully available) as, when and if the same are received by the Paying Agent, which revenues are to be held in trust by the Paying Agent for such purposes in the manner, and the amounts payable under the Notes constitute a debt and limited direct general obligation of the Municipality payable from general funds (but subject to the limitation that they may be held only by a bank or any other financial institution under applicable law), without any requirement of a prior appropriation or budget therefor.

Section 10. Debt Service Fund. Moneys constituting General Funds of the Municipality (and such other funds as are otherwise lawfully available) are to be set aside for the sole purpose of paying principal of and interest on the Notes 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 Notes, shall be deposited by the Municipality’s Village Treasurer, or other authorized financial officer, without any other required authority than this ordinance in the “Debt Service Fund” (the “Debt Service Fund”), which is hereby established by the Municipality as a special fund of the Municipality and as to tax-exempt Notes shall be administered as a bona fide debt service fund under the Internal Revenue Code of 1986, as amended. At the time of issuance of the Notes any accrued interest received upon the issuance of the Notes shall be deposited in the Debt Service Fund and applied to pay interest on the Notes. The Municipality’s Village Treasurer or other authorized financial officer, without any further authority than this ordinance, shall timely deposit to and withdraw funds from the Debt Service Fund to pay directly as Paying Agent or otherwise to pay such funds over to any other Paying Agent to pay debt service on the Notes.

Section 11. Note Proceeds. All of the proceeds of the sale of Notes (exclusive of accrued interest as provided above in Section 10 and the underwriting discount under Section and any issuance costs otherwise paid directly by the Purchaser, which is hereby authorized) shall be deposited in a “Proceeds Account”, which is hereby recognized as a special fund of the Municipality. Moneys in the Proceeds Account shall be used for the purposes specified in Section 1 of this ordinance, including for the payment of costs of issuance of the Notes, but may thereafter be reappropriated and used for other lawful purposes of the Municipality. Before any such appropriation shall be made, there shall be filed with the Municipality an opinion of Bond Counsel to the effect that such reappropriation is in compliance with this ordinance and will not adversely affect the tax-exempt status of tax- exempt Notes under Section 103 of the Internal Revenue Code of 1986, as amended. Funds in the Proceeds Account shall be applied at the times, in the manner and with the effect as set forth herein. 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. All investments shall comply with the Investment of Public Funds Act (30 ILCS 235/0.01 et seq.).

Section 12. Arbitrage Rebate. This Section shall only apply with respect to “tax-exempt” Notes, and Notes in this Section shall mean tax-exempt Notes. The Municipality does not reasonably expect to issue more than $5,000,000 of tax-exempt obligations in the calendar year of the execution and delivery of the Notes within the meaning of the small issuer exception under Section 148(f)(4)(D) of the Internal Revenue Code of 1986, as amended, but if exceeded the proceedings applicable to the Notes (and other obligations in the same calendar year) shall be subject to an applicable arbitrage regulation agreement and arbitrage rebate under Section 148(f) of the Code. The Municipality shall comply with the provisions of Section 148(f) of the Internal Revenue Code of 1986, as amended, relating to the rebate of certain investment earnings at periodic intervals to the United States of America, and yield reduction payments under Section 1.148-5(a) of the Income Tax Regulations (the “Regulations”), to the extent that such compliance is necessary to preserve the exclusion from gross income for federal income tax purposes of interest on tax-exempt Notes under Section 103 of the Internal Revenue Code of 1986, as amended.

Section 13. Investment Regulations. This Section shall only apply with respect to “tax- exempt” Notes, and Notes in this Section shall mean tax-exempt Notes. No investment shall be made of any moneys in the Debt Service Fund or the Proceeds Account except in accordance with the tax covenants and other covenants set forth in Section 14 of this ordinance.

Any moneys in any fund or account that are subject to investment yield restrictions may be invested in United States Treasury Securities, State and Local Government Series, pursuant to the regulations of the United States Treasury Department, Bureau of Public Debt. The Municipality’s Village President or Village Clerk or Village Treasurer and agents designated by such officers are hereby authorized to submit, on behalf of the Municipality, subscriptions for such United States Treasury Securities and to request redemption of such United States Treasury Securities.

For purposes of determining the purchase price of investments (for either yield restriction or rebate purposes), Proceeds that are invested in certificates of deposit or in guaranteed investment contracts (“GICs”) shall be invested only in accordance with the following provisions:

Investments in certificates of deposit of banks or savings and loan associations that have a fixed interest rate, fixed payment schedules and substantial penalties for early withdrawal shall be made only if either (i) the Yield on the certificate of deposit (A) is not less than the Yield on reasonably comparable direct obligations of the United States and (B) is not less than the highest Yield that is published or posted by the provider to be currently available from the provider on reasonably comparable certificates of deposit offered to the public or (ii) the investment is an investment in a GIC and qualifies under paragraph (b)

Investments in GICs shall be made only if

the bid specifications are in writing, include all material terms of the bid and are timely forwarded to potential providers (a term is material if it may directly or indirectly affect the yield on the GIC);

the terms of the bid specifications are commercially reasonable (a term is commercially reasonable if there is a legitimate business purpose for the term other than to reduce the yield on the GIC);

all bidders for the GIC have equal opportunity to bid so that, for example, no bidder is given the opportunity to review others bids (a last look) before bidding;

any agent used to conduct the bidding for the GIC does not bid to provide the GIC;

at least three of the providers solicited for bids for the GIC are reasonably competitive providers of investments of the type purchased (e., providers that have established industry reputations as competitive providers of the type of investments being purchased);

Notes;

at least three of the entities that submit a bid do not have a financial interest in the

at least one of the entities that provided a bid is a reasonably competitive provider that does not have a financial interest in the Notes;

the bid specifications include a statement notifying potential providers that submission of a bid is a representation that the potential provider did not consult with any other provider about its bid, that the bid was determined without regard to any other formal or informal agreement that the potential provider has with the Municipality or any other person (whether or not in connection with the Notes) and that the bid is not being submitted solely as a courtesy to the Municipality or any other person for purposes of satisfying the federal income tax requirements relating to the bidding for the GIC;

the determination of the terms of the GIC takes into account the reasonably expected deposit and drawdown schedule for the amounts to be invested;

the highest-yielding GIC for which a qualifying bid is made (determined net of broker’s fees) is in fact purchased; and

the obligor on the GIC certifies the administrative costs that it is paying or expects to pay to third parties in connection with the

If a GIC is purchased, the Municipality will retain the following records with its Note documents until three years after the Notes are redeemed in their entirety:

a copy of the GIC;

the receipt or other record of the amount actually paid for the GIC, including a record of any administrative costs paid, and the certification under paragraph (b)(xi) of this section;

for each bid that is submitted, the name of the person and entity submitting the bid, the time and date of the bid, and the bid results; and

the bid solicitation form and, if the terms of the GIC deviated from the bid solicitation form or a submitted bid is modified, a brief statement explaining the deviation and stating the purpose for the

Section 14. Non-Arbitrage and Tax-Exemption. This Section shall only apply with respect to “tax-exempt” Notes, and Notes in this Section shall mean each of the tax-exempt Notes. One purpose of this Section 14 is to set forth various facts regarding the Notes and to establish the expectations of the Corporate Authorities and the Municipality as to future events regarding the Notes and the use of related proceeds. The certifications and representations made herein and at the time of the issuance of the Notes are intended, and may be relied upon, as certifications and expectations described in the Regulations dealing with arbitrage and rebate. The covenants and agreements contained herein, and at the time of the issuance of the Notes, are made for the benefit of the registered owners from time to time of the Notes. The Corporate Authorities and the Municipality agree, certify, covenant and represent as follows:

The Notes are being issued to pay Project costs and issuance costs described in Section 1 above, and all of the amounts received from the sale of the Notes, plus all investment earnings thereon (the “Proceeds”) are needed for the purpose for which the Notes are being

The Municipality has entered into, or will within six months from the date of issue of the Notes enter into, binding contracts or commitments obligating it to spend at least 5% of the proceeds of the Notes for constructing, acquiring and installing the It is expected that the work of acquiring, constructing and installing the Project will continue to proceed with due diligence to completion reasonably expected to be within 2 years of issuance of the Notes, but in any event within 3 years, at which time all of the proceeds will have been spent.

The Municipality has on hand no funds which could legally and practically be used for the purposes hereof which are not pledged, budgeted, earmarked or otherwise necessary to be used for other Accordingly, no portion of the Proceeds will be used (i) directly or indirectly to replace funds of the Municipality or any agency, department or division thereof that could be used for such purposes, or (ii) to replace any proceeds of any prior issuance of obligations by the Municipality. No portion of the Notes is being issued solely for the purpose of investing the Proceeds at a Yield higher than the Yield or the Notes. For purposes of this Section 14, “Yield” means that yield (that is, the discount rate) which when used in computing the present worth of all payments of principal and interest to be paid on an obligation (using semi-annual compounding on the basis of a 360-day year) produces an amount equal to its issue price, including accrued interest, and the purchase price of the Notes is equal to the first offering price at which

more than 10% of the principal amount of each maturity of the Notes is sold to the public (excluding bond houses, brokers or similar persons or organizations acting in the capacity of Purchasers or wholesalers).

All principal proceeds of the Notes will be deposited in the Proceeds Account for the purposes described in Section 1 above, and any accrued interest and premium received on the delivery of the Notes will be deposited in the Debt Service Fund and used to pay the first interest due on the Earnings on investment of moneys in any fund or account will be credited to that fund or account. Costs for the purposes described in Section 1 above, including issuance costs of the Notes, and will be paid from the Proceeds Account, and no other moneys are expected to be deposited therein. Interest on and principal of the Notes will be paid from payments with respect to the Notes and deposited into the Debt Service Fund. No Proceeds will be used more than thirty (30) days after the date of issue of the Notes for the purpose of paying any principal or interest on any issue of Notes, notes, certificates or warrants or on any installment Agreement or other obligation of the Municipality or for the purpose of replacing any funds of the Municipality used for such purpose.

The Debt Service Fund is established to achieve a proper matching of revenues and earnings with debt service on the Other than any amounts held to pay principal of matured Notes that have not been presented for payment, it is expected that any moneys deposited in the Debt Service Fund will be spent within the 12-month period beginning on the date of deposit therein. Any earnings from the investment of amounts in the Debt Service Fund will be spent within a one-year period beginning on the date of receipt of such investment earnings. Other than any amounts held to pay matured Notes that have not been presented for payment, it is expected that the Debt Service Fund will be depleted at least once a year, except for a reasonable carryover amount not to exceed the greater of (i) one-year’s earnings on the investment of moneys in the Debt Service Fund, or (ii) in the aggregate, one-twelfth (1/12th) of annual debt service.

Other than the Debt Service Fund, no funds or accounts have been or are expected to be established, and no moneys or property have been or are expected to be pledged (no matter where held or the source thereof) which will be available to pay, directly or indirectly, the Notes or restricted so as to give reasonable assurance of their availability for such No property of any kind is pledged to secure, or is available to pay, obligations of the Municipality to any credit enhancer or liquidity provider.

(a) All amounts on deposit in the Proceeds Account or the Debt Service Fund and all Proceeds, no matter in what funds or accounts deposited (“Gross Proceeds”), to the extent not exempted in (b) below, and all amounts in any fund or account pledged directly or indirectly to the payment of the Notes which will be available to pay, directly or indirectly, the Notes or restricted so as to give reasonable assurance of their availability for such purpose contrary to the expectations set forth in (6) above, shall be invested at market prices and at a Yield not in excess of the Yield on the

The following may be invested without Yield restriction:

amounts invested in obligations described in Section 103(a) of the Internal Revenue Code of 1986, as amended (but not specified private activity bonds as defined in Section 57(a)(5)(C) of the Code), the interest on which is not includable in the gross income of any registered owner thereof for federal income tax purposes (“Tax-Exempt Obligations”); and

amounts deposited in the Debt Service Fund that are reasonably expected to be expended within 13 months from the deposit date and have not been on deposit therein for more than 13 months; and

all amounts for the first 30 days after they become Gross Proceeds (in general the date of deposit in any fund or account securing payments on the Notes); and

all amounts in the Proceeds Account to pay Project costs for up to three (3) years after the issuance of the

Subject to (17) below, once moneys are subject to the Yield limits of (7)(a) above, such moneys remain Yield restricted until they cease to be Gross

As set forth in Section 148(f)(4)(D) of the Internal Revenue Code of 1986, as amended, and subject to Section 12 of this ordinance, the Municipality expects to be excepted from the required rebate of arbitrage profits on the Notes because the Municipality is a governmental unit with general taxing powers, none of the Notes is, a “private activity bond” as defined in Section 141(a) of the Internal Revenue Code of 1986, as amended, all the net proceeds of the Notes are to be used for the local government activities of the Municipality, and the aggregate face amount of all tax-exempt obligations (other than “private activity bonds” as defined in Internal Revenue Code of 1986, as amended) issued by the Municipality and all subordinate entities (of which there are none) thereof during the calendar year of issuance thereof, including the Notes, is not reasonably expected to exceed $5,000,000 under such Section 148(f)(4)(D). The Municipality has no subordinate entities having issued tax-exempt obligations in

None of the Proceeds will be used, directly or indirectly, to replace funds which were used in any business carried on by any person other than a state or local governmental

The payment of the principal of or the interest on the Notes will not be, directly or indirectly

(A) secured by any interest in (i) property used or to be used for a private business activity by any person other than a state or local governmental unit, or (ii) payments in respect of such property, or (B) derived from payments (whether or not by or to the Municipality), in respect of property, or borrowed money, used or to be used for a private business activity by any person other than a state or local governmental unit.

None of the Proceeds will be used, directly or indirectly, to make or finance loans to persons other than a state or local governmental

No user of facilities in respect of the Notes other than a state or local government unit will use the Project on any basis other than the same basis as the general public, and no person other than a state or local governmental unit will be a user of the Project as a result of (i) ownership, or (ii) actual or beneficial use pursuant to a lease or a management or incentive payment Agreement, or (iii) any other similar arrangement, in violation of Section 141 of the .

Beginning on the 15th day prior to the funding of the Proceeds Account, the Municipality will not have sold or delivered, and will not sell or deliver (nor will it deliver within 15 days after the date of issue of the Notes), any other obligations pursuant to a common plan of financing, which will be paid out of substantially the same source of funds (or which will have substantially the same claim to be paid out of substantially the same source of funds) as the Notes or will be paid directly or indirectly from

No portion of facilities in respect of the Notes is expected to be sold or otherwise disposed of prior to the last maturity of the

The Municipality has not been notified of any disqualification or proposed disqualification of it by the Internal Revenue Service as an issuer which may certify bond issues under the

The Yield restrictions contained in (7) above or any other restriction or covenant contained herein may be violated or changed if the Municipality receives an opinion of Bond Counsel to the effect that such violation or change will not adversely affect the tax-exempt status of interest on the Notes to which it or the registered owners are otherwise

The Municipality acknowledges that any changes in facts or expectations from those set forth herein may result in different Yield restrictions or rebate requirements from those set forth herein and that Bond Counsel should be contacted if such changes do

The Corporate Authorities have no reason to believe the facts, estimates, circumstances and expectations set forth herein are untrue or incomplete in any material On the basis of such facts, estimates, circumstances and expectations, it is not expected that the Proceeds or any other moneys or property will be used in a manner that will cause the Notes to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, and of the Regulations. To the best of the knowledge and belief of the Corporate Authorities, such expectations are reasonable, and there are no other facts, estimates and circumstances that would materially change such expectations.

The Municipality also agrees and covenants with the owners of the Notes from time to time outstanding that, to the extent possible under Illinois law, it will comply with whatever federal tax law is adopted in the future which applies to the Notes and affects the tax-exempt status of the applicable series of Notes.

The Corporate Authorities hereby authorize the officials of the Municipality responsible for issuing the Notes, the same being the Village President, the Village Clerk, and the Village Treasurer, to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the Notes to be arbitrage bonds and to assure that the interest on the Notes will be excluded from gross income for federal income tax purposes. In connection therewith, the Municipality and the Corporate Authorities further agree: (a) through the officers of the Municipality, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to consult with Bond Counsel approving the Notes and to comply with such advice as may be given; (c) to pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Notes; (d) to file such forms, statements, and supporting documents as may be required and in a timely manner; and (e) if deemed necessary or advisable, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the Municipality in such compliance.

Section 15. Bank Qualified. Pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, the Municipality hereby designates the Notes as “qualified tax-exempt obligations” as defined in such Section 265(b)(3). The Municipality represents with respect to the Notes that the reasonably anticipated amount of tax-exempt obligations that will be issued by the Municipality and all subordinate entities of the Municipality during the calendar year in which the Notes are issued will not exceed $10,000,000 within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. The Municipality covenants that it will not so designate and issue more than $10,000,000 aggregate principal amount of tax-exempt obligations in such calendar year. For purposes of this Section 15, the term “tax-exempt obligations” includes “qualified 501(c)(3) bonds” (as defined in the Section 145 of the Internal Revenue Code of 1986, as amended) but does not include other “private activity bonds” (as defined in Section 141 of the Internal Revenue Code of 1986, as amended).

Section 16. Ordinance a Contract. The provisions of this ordinance shall constitute a contract between the Municipality, and the owners of the Notes. Any pledge made in this ordinance and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Municipality shall be for the equal benefit, protection and security of the registered owners of Notes. To the extent that the provisions of this ordinance conflict with the provisions of any other ordinance or resolution of the Municipality, the provisions of this ordinance shall control. If any section, paragraph or provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this ordinance.

Section 17. Supplemental Documents and Instruments. All related documents to the Notes, including the Bank Purchaser’s proposal as to the terms of the Notes, in substantially the forms presented before the meeting of the Corporate Authorities at which time ordinance is adopted are hereby authorized and approved, with such changes therein from such forms as the Municipality’s officers executing them shall approve. The Municipality is hereby authorized to execute all such other and further documents and instruments desirable or

necessary to effect the issuance of one or more series of Notes and the execution, delivery and performance of this ordinance and the related documents.

Section 18. Conflict and Repeal. All ordinances, resolutions or parts thereof in conflict herewith be and the same are hereby repealed to the extent of such conflict, and this ordinance shall be in full force and effect forthwith upon its adoption.

Section 19. Effective Date. This ordinance shall become effective 10 days after adoption, approval and publication in pamphlet form.

Upon motion by Trustee , seconded by Trustee , adopted this day of , 2017, by roll call vote (all in physical attendance), as follows:

Ayes (names):


Nays (names):
Absent (names):

(SEAL)

APPROVED: , 2017

Attest:

Village Clerk

Village President

EXHIBIT A

[Installment Form]

REGISTERED NO. (Installment) REGISTERED $ UNITED STATES OF AMERICA

STATE OF ILLINOIS

THE COUNTY OF LIVINGSTON VILLAGE OF ODELL

GENERAL OBLIGATION (LIMITED TAX) NOTE SERIES 2017A

THIS NOTE MAY BE HELD BY AND TRANSFERRED TO ONLY BANKS AND OTHER FINANCIAL INSTITUTIONS AND REPRESENTS A BORROWING FROM SUCH BANK OR OTHER FINANCIAL INSTITUTION BY THE VILLAGE OF ODELL, ILLINOIS IN THE OUTSTANDING PRINCIPAL AMOUNT HEREOF.

INTEREST RATE: DATED DATE FINAL MATURITY DATE: CUSIP:

None

Registered Owner: Principal Amount:

KNOW ALL BY THESE PRESENTS that the Village of Odell, Livingston County, Illinois (the “Municipality”), for value received promises to pay to the Registered Owner identified above, or registered assigns, the Principal Amount set forth above or so much thereof as may be outstanding in 120 consecutive monthly installment payments, principal and interest (at the Interest Rate) aggregated, on the day of each month, commencing _, 2017 (each a “payment date”) in substantially level principal and interest payments sufficient to amortize the outstanding balance of the Principal Amount on the final payment date (or earlier redemption, as applicable), with interest computed on the basis of a 365/366-day year, in lawful money of the United States of America until the Principal Amount hereof shall have been paid, payable as to principal and/or interest when due by check or draft on funds provided by the Municipality mailed by State bank of Graymont, through its designated payment office in Pontiac, Illinois, as Paying Agent (the “Paying Agent”), to the Registered Owner of record hereof as of the close of business on the fifth (5th) day (whether or not a business day) next preceding each applicable payment date, at the address of such Registered Owner appearing on the registration books maintained for such purpose by the State Bank of Graymont, through its designated office in Pontiac, Illinois, as Note Registrar (including its successors, the “Registrar”).

This Note is authorized and issued by the Municipality under and pursuant to the Constitution and laws of the State of Illinois and pursuant to and in accordance with an authorizing ordinance adopted by the President and Board of Trustees on

_, 2017, and entitled: AN ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION (LIMITED TAX) NOTES, SERIES 2017A, TO FINANCE MUNICIPAL FACILITIES FOR THE VILLAGE OF ODELL, LIVINGSTON COUNTY, ILLINOIS, AND PROVIDING

THE DETAILS OF SUCH NOTES, AND RELATED MATTERS (the “Ordinance,” with respect to which undefined terms herein shall have the meanings therein).

This Note constitutes a debt of the Municipality as a direct general obligation and debt of the Municipality payable whether or not funds are duly appropriated therefor and secured by a pledge of general funds of the Municipality (and such other funds as are otherwise lawfully available) as provided in the Ordinance, whether or not there is a budget item or appropriation for such purpose.

This Note shall be subject to optional redemption prior to maturity on any date at a redemption price of par plus accrued interest to the redemption date.

This Note is transferable only upon the registration books therefor by the Registered Owner hereof in person, or by such Registered Owner’s attorney duly authorized in writing, upon surrender hereof at the designated office of the Registrar in Pontiac, Illinois, together with a written instrument of transfer satisfactory to the Registrar duly executed by the Registered Owner or by such Registered Owner’s duly authorized attorney, and thereupon a new registered Note, in the authorized denominations of

$0.01 or any authorized integral multiple thereof and of the same aggregate principal amount as this Note, shall be issued to the transferee in exchange therefor. In like manner, this Note may be exchanged for an equal aggregate principal amount of Notes of any authorized denomination. The Registrar shall not be required to exchange or transfer any Note during the period from the fifth (5th) day next preceding any payment date to such payment date, nor to transfer or exchange any Note after notice calling such Note has been mailed nor during a period of five (5) days next preceding the mailing of a notice of redemption which could designate all or a part of such Note for redemption. The 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 note. No other charge shall be made for the privilege of making such transfer or exchange. The Municipality, the Registrar and the Paying Agent may treat and consider the person in whose name this Note is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal, premium, if any, and interest due hereon and for all other purposes whatsoever, and all such payments so made to such Registered Owner or upon such Registered Owner’s order shall be valid and effectual to satisfy and discharge the

liability upon this Note to the extent of the sum or sums so paid, and neither the Bank nor the Registrar or the Paying Agent shall be affected by any notice to the contrary.

This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the Registrar.

The Municipality has designated this Note as “qualified tax-exempt obligations” under Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.

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 Note in order to make it a legal, valid and obligation and debt of the Municipality as herein provided have been done, exist and have been performed in regular and due time, form and manner as required by law.

IN WITNESS WHEREOF, the Village of Odell, Livingston County, Illinois, has caused this Note to be executed in its name and on its behalf by the manual or facsimile signature of its Village President, and its 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, all as of the Dated Date set forth above.

VILLAGE OF ODELL, ILLINOIS

(SEAL)

Attest:

By:

Village President

By:

Village Clerk

CERTIFICATE OF AUTHENTICATION

Dated:

This is one of the General Obligation (Limited Tax) Notes, Series 2017A, of the Village of Odell, Livingston County, Illinois.

STATE BANK OF GRAYMONT,

Pontiac, Illinois, as Registrar

Registrar and State bank of Graymont

Paying Agent: Pontiac, Illinois By Authorized Signer

ASSIGNMENT

For value received the undersigned sells, assigns and transfers unto

[Name, Address and Tax Identification Number of Assignee]

the within Note and hereby irrevocably constitutes and appoints transfer the within Note on the books kept for registration thereof, with full power of substitution in the premises.

attorney to

Dated Signature Guarantee:

Signature

Notice: The signature on this assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever.

The foregoing form of Note may be modified in any manner not inconsistent with the authorizing ordinance therefor. The opinion of bond counsel shall be conclusive in that connection.

UNITED STATES OF AMERICA THE COUNTY OF LIVINGSTON VILLAGE OF ODELL

GENERAL OBLIGATION (LIMITED TAX) NOTE, SERIES 2017A

Ordinance No. , adopted , 2017

NUMBER	FINAL MATURITY DATE:	INTEREST RATE:	MAXIMUM PRINCIPAL AMOUNT
Installment –1-			*$ *

Schedule of Advances/Draws and Payment/Prepayment

Date	Principal Amount of Advance/Draw($)	Principal Amount of Payment/ Prepayment ($)	Balance ($)	Endorsement by Paying Agent

STATE OF ILLINOIS	)
) SS.
THE COUNTY OF LIVINGSTON	)

CERTIFICATION OF ORDINANCE

I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Odell, Livingston County, Illinois (the “Municipality”), and that as such official I am the keeper of the records and files of the Municipality and its President and Board of Trustees (the “Corporate Authorities”).

I do further certify that the foregoing is a full, true and complete excerpt from the proceedings of the meeting of the Corporate Authorities held on the day of , 2017, insofar as the same relates to the adoption of an ordinance numbered and entitled:

ORDINANCE NO.

a true, correct and complete copy of which ordinance as adopted at such meeting appears in the proceedings of such meeting.

I do further certify that the deliberations of the Corporate Authorities on the adoption of such ordinance were conducted openly, that the vote on the adoption of such ordinance was as set forth therein and taken openly and was preceded by a public recital of the matter being considered and such other information as would inform the public of the business being conducted, that such meeting was held at a specified time and place convenient to the public, that notice of such meeting was duly given to all of the news media requesting such notice, that the agenda for the meeting was duly posted at the Village Hall at least 48 hours prior to the meeting, that such meeting was called and held in strict compliance with the provisions of the open meetings laws of the State of Illinois, as amended, and with the provisions of the Illinois Municipal Code of the State of Illinois, as amended, and that the Corporate Authorities have complied with all of the procedural rules of the Corporate Authorities.

IN WITNESS WHEREOF, I hereunto affix my official signature, and the Municipality’s seal, this

day of , 2017.

(SEAL)

Village Clerk

Ordinance proposal for Clearwell

ORDINANCE NO.

NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF ODELL, LIVINGSTON COUNTY, ILLINOIS, as follows:

described herein, without any requirement of a prior budget or appropriation therefor, to pay debt service on the Notes.

CERTIFICATION OF ORDINANCE

ORDINANCE NO.

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