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2015-11-02 - Ordinance 2015-062 - PROVIDING FOR AMENDMENT OF OUTSTANDING TAXABLE GENERAL OBLIGATION LINE OF CREDIT NOTE ISSUED IN 2012 EXTRACT OF MINUTES of the regular public meeting of the President and Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, held at Village Hall, 50 Ra Boulevard, in said Village, at 7:30 p.m., on the 2nd day of November 2015. The President called the meeting to order and directed the President and Board of Trustees to call the roll. Upon the roll being called, the following Trustees answered present: Berman, Trilling, Stein, Ottenheimer, Weidenfeld, Johnson. The following Trustees were allowed by a majority of the President and Board of Trustees in accordance with and tote extent allowed by the rules adopted by the President and Board of Trustees to attend the meeting by video or audio conference: None. No Trustee was not permitted to attend the meeting by video or audio conference. The following Trustees were absent and did not participate in the meeting in any manner or to any extent whatsoever: None. The President announced that the next its of business before the President and Board of Trustees was the consideration of Ordinance 2015-62 providing for the amendment of the Village's outstanding Taxable General Obligation Line of Credit Note, previously issued to pay the costs of necessary expenditures within the Village and affirming the security for and payment of said note. �Vhereupon Trustee Ottenheimer presented and explained, and there was incorporated into the record in full the following Ordinance: ORDINANCE 2015-62 providing for the amendment of the outstanding Taxable General Obligation Line of Credit Note oft e Village of Buffalo Grove, Lake and Cook Counties, Illinois, previously issued in 2012 to pay the costs of necessary expenditures, and affirming the security for and payment of said note. (the "Ordinance"). Trustee Oftenheimer moved and Trustee Stein seconded the motion that the Ordinance as presented be adopted. A President and Board of Trustees discussion of the matter followed. During the President and Board of Trustees discussion, the President gave a public recital of the nature of the matter, which included a reading of the title of the Ordinance and statements (1) that the Ordinance provided for the amendment of a taxable general obligation line of credit note previously issued forts purpose of paying the costs of necessary expenditures within the Village, (2) that the note was issued without referendum pursuant to the home is powers of the Village, (3) that the Ordinance affirms the security for the note, and (4) that the Ordinance provides and affirms many details for the note, including those relating to terms and for of the note, and appropriations. The President directed that the roll be called for a vote on the motion to adopt the Ordinance. Upon the roll being called, the following Trustees voted AYE: 6. and the following Trustees voted NAY: 0. Whereupon the President declared the motion carried and the Ordinance adopted, and henceforth did approve and sign the same in open meeting, and did direct the President and Board of Trustees to record the same in full in the records of the President and Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties, Illinois. -2- Other business was duly transacted at said meeting. Upon motion duly made and carried, the meeting was adjourned. Village Clerk -3- ORDINANCE 2015-62 providing for the amendment of the outstanding Taxable General Obligation Line of Credit to of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, previously issued in 2012 to pay the costs of necessary expenditures, and affirming the security for and payment of said note. Adopted by the President and Board of Trustees on the 2nd day of November 2015. Published in Pamphlet Form by authority of the President and Board of Trustees on the 2nd day of November 2015. TABLE OF CONTENTS PAGE SECTION1. DEFINITIONS ..............................................................................................................2 SECTION2. FINDINGS...........................--.-....... ...... ............................................................4 SECTION 3. EXECUTION OF THE FIRST AMENDMENT TO THE LETTER AGREEMENT AUTHORIZED....................................................... ..................5 SECTION4. NOTE DETAILS........................... ...............................................................................5 SECTION 5. AMENDMENT AND DELIVERY OF NOTE ...................................................................8 SECTION 6. SECURITY; PAYMENT........................................................................I.......I...........-1-8 SECTION 7. USE OF PROCEEDS,GENERAL FUND.................... ............. .......................................9 SECTION 8. GENERAL COVENANTS ........................................ ...................................................10 SECTION 9. TAXABLE OBLIGATION... .............................................................................10 SECTION10. PUBLICATION OF ORDINANCE...............................................................................11 SECTION 11. SUPERSEDER AND EFFECTIVE DATE..........................................I....................... -i- ORDINANCE 2015-62 providing for the amendment of the outstanding Taxable General Obligation Line of Credit Note of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, previously issued in 2012 to pay the costs of necessary expenditures, and affirming the security for and payment of said note. • PREAMBLES • WHEREAS: A. The Village of Buffalo Grove, Lake and Cook Counties, Illinois (the "Village"), is a duly organized municipality under the laws of the State of Illinois, operating generally under the Illinois Municipal Code, as amended; has determined by referendum to be a home rule unit pursuant to the provisions of Section 6 of Article VII of the Constitution of the State of Illinois, and as a home rule unit, the Village may exercise any power or perform any function pertaining to its government and affairs, including, but not limited to, the power to tax and to incur debt (the Illinois Municipal Code as supplemented and, where in conflict, superseded by said constitutional powers, being the "Act"). B. Pursuant to the provisions of the Act, the Village haste power to incur debt payable from ad valorem property tax receipts or from any other lawful source and maturing within 40 years from the time it is incurred without prior referendum approval. C. The President and Board of Trustees of the Village (the "Village Board") has considered the needs of the Village and its residents and has determined and does hereby determine that it is desirable and in the best interests of the Village to continue to pay the costs of necessary expenditures, including but not limited to road repair and improvements, water and sewer main repair and replacements and other necessary expenditures for public purposes (the "Necessary Expenditures"). D. The estimated cost of the Necessary Expenditures is not less than the sum of $8,000,000. E. The Village has previously issued on November 20, 2012, and there is currently outstanding the Village's Taxable General Obligation Line of Credit Note, in the maximum principal amount of$6,000,000, with a final maturity date of November 19, 2015. F. The Village Board hereby expressly determines that it is advisable, necessary and in the best interests of the Village that the maximum principal amount oft e outstanding Taxable General Obligation Line of Credit Note be increased to $8,000,000 and the final maturity date of such note be extended to November 19, 2018. G. The Village Board hereby further expressly determines that it is advisable, necessary and in the best interests of the Village that the Village authorize the execution and delivery of an amendment to the existing Letter Agreement-Committed Line of Credit, to pay the Necessary Expenditures (as amended, the "Agreement" as hereinafter more completely defined). H It is in the best interests of the inhabitants of the Village and necessary for the government and affairs of the Village also to authorize an Amended and Restated Committed Line of Credit Note (the "Note") to evidence the obligation to repay the principal of and interest on amounts drawn down by the Village under such Agreement. 1. To such end it is hereby deemed advisable and necessary that the Village Board now adopts this Ordinance so to specify, determine and authorize. Now THEREFORE Be It and It Is Hereby Ordained by the President and Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, in the exercise of its home rule powers, as follows: Section 1. Definitions. I n a ddition to such other words and terms used and defined in this Ordinance, the following words and terms used in this Ordinance shall have the following -2- meanings unless, in either case, the context or use clearly indicates another or different meaning is intended. A. The following words and terms are as defined in the preambles. Act Necessary Expenditures Note Village Village Board B. The following words and terms are defined as set forth. "Agreement" means that certain Letter Agreement - Committed Line of Credit, between the Village and the Purchaser, providing for the creation of a line of credit for the Village and the issuance of a Note to evidence the obligation of the Village to repay amounts due and of thereunder, as amended by the Amendment. "Amendment" means the First Amendment to the Agreement, between the Village and the Purchaser, authorized to be executed and delivered by this Ordinance. "Code" means the Internal Revenue Code of 1986, as amended. "Designated Officer" means the President, Village Manager, Village Treasurer or any other office o r e mployee of the Village so designated by a written instrument signed by the President or the Village Treasurer. "Face Amount" means the authorized maximum amount of the Note, as stated on its face. Maturity Date" means the date on which the principal of the Note is due and owing under the Note and the Agreement. "Note Register" means the books of the Village kept by the of Registrar to evidence the registration and transfer oft e Note. "Note Registrar" means the Village Treasurer of the Village. -3- "Ordinance" means this Ordinance as originally introduced and adopted and as the same may from time to time be amended or supplemented in accordance with the to hereof. "Original Ordinance" means the Ordinance of the Village Board adopted on November 12, 2012, authorizing the execution and delivery of the Note and Agreement in their original forms. "Paying Agent" means the Village Treasurer. "Purchaser" means PNC Bank, National Association, the purchaser of the Note and the counterparty'to the Agreement. "Regular Record Date" means the day immediately prior to any interest payment date on the Note. "Taxable" means, with reference to the Note, the status of interest paid and received thereon as includable in the gross income of the owners thereof under the Code for federal income tax purposes. Section 2. Findings. The Village Board hereby finds and determines that (a) all oft e recitals contained in the preambles to this Ordinance are full, true and correct and hereby incorporates the into this Ordinance by this reference; (b)this Ordinance is adopted pursuant to Section 6 of Article VII of the Illinois Constitution of 1970; (c) it is necessary and in the best interests of the Village that the Village adopt this Ordinance; (d) it is necessary and in the best interests of the Village that the Amendment be executed so as to continue to pay the costs of the Necessary Expenditures, and (e) the execution of the Amendment, the borrowing of money for the purposes authorized therein and the amendment, execution and delivery of the Note, as amended, is fora proper public purpose and is in the public interest, -4- Section 3. Execution qf'the First Amendment to the Letter Agreement Authorized. The Village is hereby authorized to enter into the Amendment with the Purchaser in the form to be negotiated with the Purchaser, provided, however, that in the event of any conflict between the terms and provisions of this Ordinance and the Amendment, the terms and provisions o f t his Ordinance shall in all events control. Each of the President or the Village Treasurer be, and hereby is, authorized, empowered and directed to execute, and his or her execution thereof shall constitute conclusive evidence of the approval of any and all terms contained in the Amendment and the Note by the Village Board, and the Village Clerk be, and hereby is, authorized, empowered and directed to attest the Amendment and the Note in the name, for and on behalf of the Village, and thereupon to cause the Amendment to be delivered tots Purchaser. The Amendment (as executed) is entered into to provide for the continued loan of the proceeds of the Note to the Village and the use of such proceeds as aforesaid and to pay the costs of amending the Note, in the manner and with the effect therein provided. From and after the execution and delivery of the Amendment, the officers, employees and agents of the Village are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Amendment and the Note as executed and each Designated Officer is hereby authorized-to make requests for advances pursuant to the Agreement and the Note; and the Agreement and the Note shall constitute, and hereby is made, a part oft is Ordinance, and a copy of the Agreement and the Note shall be placed in the official records of the Village, and shall be available for public inspection at the office of the President and Board of Trustees. Section 4. Note Details. The Note is hereby authorized to be amended and delivered as a revolving line of credit note and shall be amended and delivered in the principal amount of $8,000,000. The Note shall continue to be dated when originally delivered under the Agreement -5- (the "Dated Date"), and the amount of the Note issued, being the sum of the arnounts advanced under the Note, not in excess of the Face Amount, less in each case principal payments made from time to time thereon, shall be the "Outstanding Principal Amount" of the Note. The Outstanding Principal Amount of the Note from time to time outstanding shall bear interest at the rate set forth in the Note; provided, however, that in no event shall such rate exceed twenty percent (20%) per annum, with interest payable on such date or dates as provided in the Note, upon prepayment and on the Maturity Date. The Maturity Date shall be not later than six years from its Dated Date. The Note shall continue to bear interest on the Outstanding Principal Amount from time to time at the rate provided, in each case from the time advanced until duly paid or provided for, such interest being computed as provided in the Note. Subject to the provisions of the Agreement and the Note, the interest on and all payments of principal oft e Note shall be payable in lawful money of the United States of America, or by electronic funds transfer of lawful money of the United States of America, upon presentation at the office of the Note Registrar; provided, however, that so long as a financial institution is the registered owner of the Note, the such payments shall be made by check or draft or electronic funds transfer or account transfer to the person in whose name the Note is registered as evidenced byte Note Register at the close of business on the applicable Regular Record Date, which payment shall be made in lawful money of the United States of America and (if by check or draft) mailed t o t he address or (if by funds transfer) transferred to such account of such registered owner as it appears on the Note Register or at such other address or account as may be furnished in writing tote Note Registrar; and provided,further, that the final installment of principal of and interest on the Note shall be paid upon surrender in lawful money of the United States of -6- America, at the principal office maintained forte purpose byte Paying Agent or its proper agent. The Note shall be redeemable or prepayable prior to maturity at the option of the Village, in whole or in part on any date, at a redemption or prepayment price of par plus accrued interest to the date of redemption or prepayment. The Note may be repaid in whole or in part and drawn on again during its to as provided in the Agreement and the Note. The Note shall be substantially in the form attached tote Agreement and as approved by the President or the Village Treasurer, his or her execution thereof to constitute approval of all terms set forth therein byte Village Board, ads all have impressed or imprinted thereon the corporate seal of the Village and shall be attested by the manual signature of the Village Clerk, and in case any officer whose signature shall appear on the Note shall cease to be such of before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The execution by the Village of the fully registered Note, including the Note as amended and restated, shall constitute it and due authorization of the Note, and the Note Registrar shall thereby be authorized to authenticate, date and deliver the Note, included the Note as amended and restated. The person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on the Note shall be made only to or upon the order oft e registered owner thereof or the owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid. The Note shall have thereon a certificate of authentication duly executed by the Note Registrar as authenticating agent of the Village and showing the date of authentication. The Note shall not be valid or obligatory for any purpose or be entitled to any security or benefit under this -7- Ordinance unless and until such certificate of authentication shall have been duly executed by the Note Registrar by manual signature, and such certificate of authentication on the Note shall be conclusive evidence that the Note has been authenticated and delivered under this Ordinance. Section 5. Amendment and Delivery of the Note. The Note hereby authorized and as authorized in the Original Ordinance shall be amended, executed and delivered as herein and therein provided as soon after the passage hereof as may be, and thereupon be deposited with the Village Treasurer, and be by said Treasurer delivered to the Purchaser, the contract for the increase in the principal amount of the Note evidenced by the Agreement is in all respects ratified, approved and confi rmed, it being hereby found and determined that the Agreement and the Note are in the best interests of the Village and that no person holding any office o f t he Village, either by election or appointment, is in any manner financially interested directly in his or her own name or indirectly in the name of any other person, association, trust or corporation, in the Agreement. Any Designated Officer and such other officers and officials of the Village as may be necessary are hereby authorized to execute such other documents, as may be necessary to implement the Agreement and the transactions contemplated thereby and to effect the amendment and delivery of the Note, and execution thereof by such officers is hereby deemed conclusive evidence of approval thereof with such changes, additions, insertions, omissions or deletions as such officers may determine, with no further official action of or direction by the Village Board. Section 6 Security,- Payment. The security forte payment of the Note is and shall continue to be as follows: (a) the proceeds of the Note as and tote extent not committed by contract to pay the Necessary Expenditures and (b) the full faith and credit general obligation pledge of the Village, tow is s and to the extent necessary, forte purpose of providing funds -8- required to pay the interest on the Note promptly when and as the same falls due, and to pay and discharge the principal thereof at maturity, all of the taxable property within the Village is subject to a direct annual tax, without limit as to rate or amount,provided, however, that (a) a separate tax for the Note need not be levied for so long as there is no default on the Note unless so deten-nined by the Village Board in its discretion and (b) following a default on the Note a separate tax levy shall be placed on file with the County Clerks of Lake and Cook Counties, Illinois, no later than the last day permitted for such filings during the then current tax levy year. The Village covenants and agrees with the Purchaser that so long the Note remains outstanding, the Village will take no action or fail to take any action which in any way of adversely affect the security for the Note or the ability of the Village to levy and collect taxes, if necessary, to pay the Note. Section 7. Use of Proceeds, General Fund. Note proceeds and other funds of the Village as noted shall continue to be and are hereby appropriated as follows: The drawdown of the principal proceeds of the Note shall be set aside in a separate fund, heretofore created, and designated as the "General Fund," and be used to pay the Necessary Expenditures when due, including costs of issuance of the Note, and interest on or principal of the Note at any time there are insufficient funds from other sources to pay the same, The Village Treasurer shall continue to keep a complete and accurate record of the expenditure of the proceeds of the Note, including the dates of each draw on the Note, the dates the amount of such draw were expended, the purposes of such expenditures by budget item and further detail, including to whom the payment was made, and the useful life of any capital asset for is payment is made. Further, if repayments are made on the Note from time to time, the Treasurer shall at the time of such prepayment allocate same to an expenditure as previously made and shall keep a record of such allocations. -9- Section 8. General Covenants. The Village affirms and again covenants and agrees with the Purchaser that, so long as the Note remains outstanding and unpaid: (a) The Village will punctually pay or cause to be paid the principal of and interest on the Note in strict conformity with the terms of the Agreement, the Note, the Original Ordinance and this Ordinance, and it will faithfully observe and perform all of the conditions, covenants and requirements thereof. (b) The Village will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Village, in which complete and correct entries shall be made of all transactions relating to the Necessary Expenditures. Such books of record and accounts shall at all times during business hours be subject to the inspection oft e Purchaser or its representatives authorized in writing. (c) The Village will furnish a copy of the annual financial statements of the Village to the Purchaser promptly when such financial statements become available, and in any event, within 180 days of the close of such fiscal year. (d) The Village will preserve and protect the security of the Note and the rights oft e registered owners oft e Note. (a) The Village will adopt, make, execute and deliver any and all such her ordinances, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention of, or to facilitate the perfon-nance of, the Original Ordinance and this Ordinance, and forte better assuring and confirming unto the registered owner of the Note oft e rights and benefits provided in the Original Ordinance and this Ordinance. Section 9. Taxable Obligation. The Note shall be continued as a Taxable obligation, For any proceeds of the Note that are used to pay, directly or indirectly, in whole or in part, for an -10- expenditure that has been paid by the Village prior to the date hereof, this Ordinance is in itself a declaration of official intent under the United States Internal Revenue Service Treasury Regulations Section 1.150-2 as to all costs paid after the date hereof and prior tote Village's receipt oft e proceeds of the Note. Section 10, Publication of Ordinance. A full, true and complete copy oft is Ordinance shall be published in pamphlet form by authority of the Village Board. Section 11, Superseder and Effective Date. All ordinances, resolutions and orders, or parts thereof, in conflict herewith, are tote extent of such conflict hereby superseded; and this Ordinance shall be in full force and effect immediately upon its passage and approval. AYES: 6—BERMAN,TRILLING,STEIN,OTTFNHF.'IM1--'R, WEIDENrun,JOIINSON NAYS: 0 -None ABSENT:-O -None ADOPTED: November 2, 2015 APPROVED: November 2, 2015 LVAA President, illage of Buffalo Grove, Lake and Cook Counties, Illinois RECORDED In Village Records: November 2, 2015. PUBLISHED in pamphlet form by authority oft e Village Board on November 2, 2015. ATTEST: �1)-T�,,11<i�-A`1:111- Village- ter k, Village of Buffalo Grove, Lake and Cook Counties, Illinois STATE OF ILLINOIS I Ss COUNTY OF LAK-E CERTIFICATION OF AGENDA,MINUTES AND ORDINANCE 1, the undersigned, do hereby certify that I am the duly qualifi ed and acting Village Clerk of the Village of Buffalo Grove, Lake and Cook Counties, Illinois (the "Village"), and as such official I am the keeper of the official journal of proceedings, books, records, minutes and files of the Village and of the President and Board of Trustees (the "Village Board") thereof. I do further certify that the foregoing is a full, true and complete transcript of that portion of the minutes of the meeting of the Village Board held on the 2nd day of November 2015 insofar as the same relates to the adoption of a Ordinance and entitled: ORDINANCE 2015-62 providing for the amendment of the outstanding Taxable General Obligation Line of Credit Note oft e Village of Buffalo Grove, Lake and Cook Counties, Illinois, previously issued in 2012 to pay the costs of necessary expenditures, and affi rming the security for and payment of said note. a true, correct and complete copy of which said Ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the Village Board on the adoption of said Ordinance were taken openly; that the vote on the adoption of said Ordinance was taken openly; that said meeting was held at a specified time and place convenient to the public; that notice of said meeting was duly given to all newspapers, radio or television stations and other news media requesting such notice. that an agenda for said meeting was posted at the location where said meeting was held and the principal office of the Village Board at least 72 hours in advance of the holding of said meeting, that a true, correct and complete copy of said agenda as so posted is attached hereto as Exhibit A, and that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and the Illinois Municipal Code, as amended, and that the Village Board has complied with all of the provisions of said Act and said Code and with all of the procedural rules of the Village Board in the adoption of said Ordinance. IN WITNESS WHEREOF I hereunto affix my official signature and the seal of the Village this 2nd day of November 2015. YA Village Clerk [SE At,] -2- STATE OF ILLINOIS ) Ss COUNTY OF LAKE CERTIFICATE OF PUBLICATION IN PAMPHLET FORM 1, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Buffalo Grove, Lake and Cook Counties, Illinois (the "Village"), and as such official I am the keeper of the official journal of proceedings, books, records, minutes, and files of the Village and of the President and Board of Trustees (the "Village Board") thereof. I do further certify that on the 2nd day of November 2015 there was published in pamphlet form, by authority of the Village Board, a true, correct and complete copy of Ordinance 2015-62 of the Village providing forte amendment of the outstanding Taxable General Obligation Line of Credit Note of the Village and that said Ordinance as so published was on said date readily available for public inspection and distribution, in sufficient number to meet the needs of the general public, at my of as Village Clerk located in the Village. IN WITNESS WHEREOF I have affi xed hereto my official signature and the seal of the Village this 2nd day of November 2015. Village Clerk [SEAL]