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2016-04-18 - Ordinance 2016-024 - ISSUANCE OF GENERAL OBLIGATION CORPORATE PURPOSE BONDS, SERIES 2016 ORDINANCE NUMBER 2016-024 AN ORDINANCE providing for the issuance of$6,125,000 General Obligation Corporate Purpose Bonds, Series 2016, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of financing street improvements and related infrastructure improvements, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said bonds, and authorizing the sale of said bonds to the purchaser thereof. Adopted by the President and Board of Trustees on the 18th day of April, 2016. Published in Pamphlet Form by Authority of the President and Board of Trustees on the 19th day of April 2016. 2016-24 2242030 TABLE OF CONTENTS SECTION HEADING PAGE Preambles.........................................................................................................................................I SECTION1. DEFINITIONS ................................................................................................2 SECTION 2. INCORPORATION OF PREAMBLES ................................................................5 SECTION 3. DETERMINATION To ISSUE BONDS.............................................................5 SECTION4. BOND DETAILS.............................................................................................5 SECTION 5. REGISTRATION OF BONDS'PERSONS TREATED AS OWNERS .....................6 SECTION 6. BOOK ENTRY PROVISIONS...........................................................................8 SECTION 7. EXECUTION;AUTHENTICATION ...............................................................10 SECTION8. REDEMPTION..............................................................................................I I SECTION9. FORM OF BONDS...................................................................... ...... ..........17 SECTION 10. SECURITY FOR THE BONDS............................................................ ...........23 SECTION 11. TAX LEVY; ABATEMENTS .............................. .........................................24 SECTION 12. FILING WITH COUNTY CLERKS ....... .........................................................25 SECTION 13. SALE OF BONDS; OFFICIAL STATEMENT...................................................2 SECTION 14. CONTINUING DISCLOSURE UNDERTAKING...............................................27 SECTION 15. CREATION OF FUNDS AND APPROPRIATIONS............................................27 SECTION 16. GENERAL TAX COVENANTS............................... ......................29 SECTION 17. CERTAIN SPECIFIC TAX COVENANTS........................................................3 -1- SECTION 18. MUNICIPAL BOND INSURANCE..................................................................33 SECTION 19. RIGHTS AND DUTIES OF BOND REGISTRAR .............................................33 SECTION20, DEFEASANCE.............................................. ...............................................35 SECTION 21. PUBLICATION OF ORDINANCE...................................................................35 SECTION 22. SEVERABILITY...........................................................................................36 SECTION 23. SUPERSEDER AND EFFECTIVE DATE.........................................................37 -ii- ORDINANCE NUMBER 2016-024 AN ORDINANCE providing for the issuance of$6,125,000 General Obligation Corporate Purpose Bonds, Series 2016, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of financing street improvements and related infrastructure improvements, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said bonds, and authorizing the sale of said bonds to the purchaser thereof. PREAMBLES WHEREAS A. The Village of Buffalo Grove, Lake and Cook Counties, Illinois (the "Village"), by referendum held on March 1, 1980, and pursuant tote provisions of the 1970 Constitution of the State of Illinois and particularly Article VII, Section 6(a) thereof, is a home rule unit and as such 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. R Pursuant to the home rule provisions of Section 6, 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 "Corporate Authorities have determined it is necessary and convenient forte public health, safety and welfare to provide for various corporate capital improvements in and for the Village, including, but not limited to, street improvements and related infrastructure improvements in and forte Village, and to pay expenses incidental to such improvements and costs of issuance of bonds issued for such purpose, and to pay capitalized interest on such bonds on December 30, 2016 (such improvements, related expenses and costs and capitalized interest being the "Project") at an estimated cost of$6,125,000 and, there being no funds on hand and allocable to the purpose, the Corporate Authorities have determined it is necessary and convenient to borrow said sum of $6,125,000 at this time pursuant to the Act and, in evidence of such borrowing, to issue general obligation bonds of the Village in such principal amount. Now THE oRE Be It 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. Words and terms used in this Ordinance shall have the meanings given them, unless the context or use clearly indicates another or different meaning is intended. Words and terms defined in the singular may be used in the plural and vice-versa. Reference to any gender shall be deemed to include the other and also inanimate persons such as corporations, where applicable. A. The following words and terms are as defined in the preambles. Corporate Authorities Project Village B. The following words and terms are defined as set forth. "Act" means the Illinois Municipal Code, as supplemented and amended, and also the home rule powers of the Village under Section 6 of Article VII of the Illinois Constitution of 1970; and in the event of conflict between the provisions oft e code and home rule powers, the home rule powers shall be deemed to supersede the provisions of the code. "Ad Valorem Property Taxes" means the real property taxes levied to pay the Bonds as described and levied in Section I I of this Ordinance. "Bond Counsel" means Chapman and Cutler LLP, Chicago, Illinois. -2- and Fund" means the Bond Fund established and defined in Section 15 of this Ordinance. and Moneys" means the Ad Valorem Property Taxes and any other moneys deposited into the and Fund and investment income held in the and Fund. can Register" means the books of the Village kept by the Bond Registrar to evidence the registration and transfer of the Bonds. and Registrar" means Amalgamated an of Chicago, having trust offices located in the City of Chicago, Illinois, or its successors, in its capacity as bond registrar and paying agent under this Ordinance, or a substituted and registrar and paying agent as hereinafter provided. "Bonds" means the General Obligation Corporate Purpose Bonds, Series 2016 of the Village, to be issued pursuant t o t his Ordinance. "Book Entry For " means the form of the Bonds as fully registered and available in physical form only to the Depository. "Code" means the Internal Revenue Code of 1986, as amended. "Continuing Disclosure Undertaking" means the undertaking by the Village for the benefit of the Purchaser as authorized in Section 14 of this Ordinance. "Counties" means The Counties of Lake and of Cook, Illinois. "County Clerks" means the respective County Clerks oft e Counties. "Depository" means The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York, its successors, or a successor depository qualified to clear securities under applicable state and federal laws. "Designated Officers" means the Village Manager and the Finance Director, acting in concert. -3- "Ordinance" means this Ordinance, numbered as set forth on the title page, and passed by the Corporate Authorities on the 18th day of April, 2016. "Purchase Price" means the price to be paid for the Bonds, to-wit: the sum of $6,175,823.62 (being the par amount of the Bonds, plus original issue premium in the amount of$100,778.20 and less underwriter's discount in the amount of$49,954.58) plus accrued interest to the date of delivery, if any. "Purchaser" means Robert W. Baird & Co. Incorporated, Milwaukee, Wisconsin, as purchaser of the Bonds. "Record Date" means the 15th day of the of in which any regularly scheduled interest payment date occurs and the 15th day or to any interest payment date occasioned by a redemption of Bonds on other than a regularly scheduled interest payment date. "Stated Maturity" means, with respect to any and or any interest thereon, the fixed date on which the principal of such Bond or the interest thereon is due and payable, whether by maturity or otherwise. "Tax-exempt" means the status of interest paid and received thereon as excludable from gross income oft e owners thereof for federal income tax purposes and as not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Code, but as taken into account in computing an adjustment used in determining the federal alternative minimum tax for certain corporations. "Term Bonds" means Bonds subject to mandatory redemption by operation oft e and Fund and designated as to bonds herein. 4- C. Definitions also appear in the above preambles or in specific sections, as appearing below. The table of contents preceding and the headings in this Ordinance are for the convenience of the reader and are not a part of this Ordinance. Section 2. Incorporation of Preambles. The Corporate Authorities hereby find that all of the recitals contained in the preambles to this Ordinance are true, correct and complete and do incorporate them into this Ordinance by this reference. Section 3. Determination To Issue Bonds. It is necessary and in the best interests of the Village to provide for the Project, to pay all necessary or advisable related costs, and to borrow money and issue the Bonds forte purpose of paying a part of such costs. It is hereby found and determined that such borrowing of money is for a proper public purpose or purposes and is in the public interest, and is authorized pursuant to the Act; and these findings and determinations shall be deemed conclusive. Section 4. Bond Details. A. For the purpose of providing for the Project, there shall be issued and sold the Bonds in the aggregate principal amount of$6,125,000. B. The Bonds shall each be designated "General Obligation Corporate Purpose Bond, Series 2016, " The Bonds shall be dated the date of delivery thereof(the "Dated Date"); and each Bond shall also bear the date of authentication thereof. The Bonds shall be fully registered and in Book Entry Form, shall be in denominations of$5,000 or integral multiples thereof(but no single Bond shall represent principal maturing on more than one date), and shall be numbered consecutively in such fashion as shall be determined by the Bond Registrar, The Bonds shall become due and payable serially (subject to right of for redemption) on December 30 of the years in which the Bonds are to mature. C. The Bonds shall mature in the amounts and in the years and shall bear interest at the rates percent per annum as follows- -5- YEAR AMOUNT(S) RA-rE(%) 2017 730,000 2.000 2018 650,000 2.000 2019 530,000 2.000 2020 570,000 2.000 2021 300,000 2.000 2022 305,000 2.000 2023 310,000 2.000 2024 315,000 2.000 2025 325,000 2.000 2026 330,000 2.000 2027 335,000 2.125 2028 345,000 2.250 2029 350,000 2.500 2030 360,000 3.000 2031 370,000 3.000 D. Each Bond shall bear interest from the later of its Dated Date as herein provided or from the most recent interest payment date to is interest has been paid or duly provided for, until the principal amount of such and is paid or duly provided for, such interest (computed upon the basis of a 360-day year of twelve 30-day months) being payable on June 30 and December 30 of each year, commencing on December 30, 2016. Interest on each Bond shall be paid by check or draft of the Bond Registrar, payable upon presentation thereof in lawful money oft e United States of America, to the person in whose name such and is registered at the close of business on the applicable Record Date and mailed to the registered owner of the Bond as shown in the and Registrar or at such other address furnished in writing by such Registered Owner, or as otherwise may be agreed with the Depository for so long as the Depository or its nominee is the registered owner as of a given Record Date. The principal of the Bonds shall be payable in lawful money of the United States of America on presentation thereof at the office of the Bond Registrar maintained forts purpose or at successor and Register or locality. Section 5. Registration of Bonds; Persons Treated as Owners. The Village shall cause books (the "Bond Register" as defi ned) for the registration and for the transfer of the Bonds as -6- provided in this Ordinance to be kept at the office of the Bond Registrar maintained for such purpose, is is hereby constituted and appointed the registrar of the Village for the Bonds. The Village shall prepare, and the Bond Registrar or such other agent as the Village may designate shall keep custody of, multiple Bond blanks executed by the Village for use in the transfer and exchange of Bonds. Subject tote provisions of this Ordinance relating to the Bonds in Book Entry Form, any Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in this Ordinance. Upon surrender for transfer or exchange of any Bond at the office of the Bond Registrar maintained for the purpose, duly endorsed by or accompanied by a written instrument or instruments of transfer or exchange in form satisfactory to the Bond Registrar and duly executed by the registered owner or an attorney for such owner duly authorized in writing, the Village shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the transferee or transferees or, in the case of an exchange, the registered owner, a new fully registered Bond or Bonds of like tenor, of the same maturity, bearing the same interest rate, of authorized denominations, for a like aggregate principal amount. The Bond Registrar shall not be required to transfer or exchange any on during the period from the close of business on the Record Date for an interest payment to the opening of business on such interest payment date or during the period of 15 days preceding the giving of notice of redemption of Bonds or to transfer or exchange any Bond all or any portion of which has been called for redemption. The execution by the Village of any fully registered Bond shall constitute full and due authorization of such Bond, and the on Registrar shall thereby be authorized to authenticate, date and deliver such Bond; provided, however, the principal amount of Bonds of each maturity authenticated by the Bond Registrar shall not at any one time exceed the authorized principal amount of Bonds for such maturity less the amount of such Bonds is have been paid. The person in whose name any Bond shall be registered shall -7- be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on any Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond tote extent of the sum or sums so paid. No service charge shall be made to any registered owner of Bonds for any transfer or exchange of Bonds, but the Village or the and 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 Bonds. Section 6. Book Entry Provisions. The Bonds shall be initially issued in the form of a separate single fully registered Bond for each maturity bearing the same interest rate. Upon initial issuance, the ownership of each such Bond shall be registered in the on Register in the name of the Depository or a designee or nominee of the Depository (such depository or nominee being the "Book Entry Owner"). Except as otherwise expressly provided, all of the outstanding Bonds from time to time shall be registered in the and Register in the name of the Book Entry Owner (and accordingly in Book Entry Form as such to is used in this Ordinance). Any authorized Village officer, as representative of the Village, is hereby authorized, empowered, and directed to execute and deliver or utilize a previously executed and delivered Letter of Representations or Blanket Letter of Representations (either being the "Letter Of Representations") substantially in the form common in the industry, or with such changes therein as the officer executing the Letter of Representations on behalf of the Village shall approve, his or her execution thereof to constitute conclusive evidence of approval of such changes, as shall be necessary to effectuate Book Entry Form. Without limiting the generality of the authority given with respect to entering into such Letter of Representations, it may contain provisions relating to (a)payment procedures, (b) transfers of the Bonds or of beneficial interests therein, -8- (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 Bonds registered in the and Register in the name of the Book Entry Owner, none of. 1) the Village, 2) any Village officer, or 3) the Bond Registrar shall have any responsibility or obligation to any broker-dealer, bank, or other financial institution for which the Depository holds Bonds 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 who such a Depository Participant holds an interest in the Bonds. Without limiting the meaning of the immediately preceding sentence, the Village, any Village officer, and the Bond Registrar shall have no responsibility or obligation with respect to (a) the accuracy of the records of the Depository, the Book Entry Owner, or any Depository Participant with respect to any ownership interest in the Bonds, (b) the delivery to any Depository Participant or any other person, other than a registered owner of a on as shown in the and Register or as otherwise expressly provided in the Letter of Representations, of any notice with respect to the Bonds, including any notice of redemption, or (c) the payment to any Depository Participant or any other person, other than a registered owner of a Bond as shown in the and Register, of any amount with respect to principal of or interest on the Bonds. No person other than a registered owner of a and as shown in the and Register shall receive a and certificate with respect to any Bond. In the event that (a)the Village determines that the Depository is incapable of discharging its responsibilities described herein and in the Letter of Representations, (b) the agreement among the Village, the Bond Registrar, and the Depository evidenced byte Letter of Representations shall be terminated for any reason, or (c) the Village determines that it is in the best interests of the Village or oft e beneficial owners of the Bonds either that they be able to obtain certificated -9- Bonds or that another depository is preferable, the Village shall notify the Depository and the Depository shall notify the Depository Participants of the availability of Bond certificates, and the Bonds shall no longer be restricted to being registered in the and Register in the name of the Book Entry Owner. Alternatively, at such time, the Village may determine that the Bonds shall be registered in the name of and deposited with a successor depository operating a system accommodating Book Entry Form, as may be acceptable tote Village, or such depository's agent or designee, but if the Village does not select such alternate book entry system, then the Bonds shall be registered in whatever name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance, Section 7. Execution; Authentication. The Bonds shall be executed on behalf of the Village by the manual or duly authorized facsimile signature of its President and attested by the manual or duly authorized facsimile signature of its Village Clerk, as they may determine, and shall be impressed or imprinted with the corporate seal or facsimile seal of the Village. In case any such officer whose signature shall appear on any on shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. All Bonds shall have thereon a certificate of authentication, substantially in the form provided, duly executed by the and Registrar as authenticating agent oft e Village and showing the date of authentication, No an shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the Bond Registrar by manual signature, and such certificate of authentication upon any such on shall be conclusive evidence that such and has been authenticated and delivered under this Ordinance. -to- Section 8. Redemption, A. Optional Redemption. The Bonds coming due on and after December 30, 2025, are subject to redemption prior to maturity at the option of the Village, on December 30, 2024, and any date thereafter, from any available moneys, in whole or in part, and if in part, from such maturities and in such principal amounts as the Village shall determine and within any maturity by lot, at a redemption price of par plus accrued interest to the date fixed for redemption. B. Term Bonds,- Mandatory Redemption and Covenants; Effect of Purchase or Optional Redemption of Term Bonds. The Bonds coming due on December 30 of the years and hereinafter set forth are Term Bonds and are subject to mandatory redemption by operation oft e Bond and at a price of not to exceed par and accrued interest, without premium, on December 30 of the years and in the amounts as follows: THERE ARE No TERM BoNDs. The Village covenants that it will redeem Term Bonds pursuant tote mandatory redemption requirement for such Term Bonds. Proper provision for mandatory redemption having been made, the Village covenants that the Tenn Bonds so selected for redemption shall be payable as at maturity, and taxes shall be levied and collected as provided herein accordingly. If the Village redeems pursuant to optional redemption as may be provided or purchases Term Bonds of any maturity and cancels the same from and Moneys as hereinafter described, then an amount equal tote principal amount of Term Bonds so redeemed or purchased shall be deducted from the mandatory redemption requirements provided for Term Bonds of such maturity, first, in the current year of such requirement, until the requirement for the current year has been fully met, and the in any order of such Term Bonds as due at maturity or subject to mandatory redemption in any year, as the Village shall determine. If the Village redeems pursuant to optional redemption as may be provided or purchases Term Bonds of any maturity and cancels the same -11- from moneys other than Bond Moneys, then an amount equal to the principal amount of Tenn Bonds so redeemed or purchased shall be deducted from the amount of such Tenn Bonds as due at maturity or subject to mandatory redemption requirement in any year, as the Village shall determine. C Redemption Procedures. Any Bonds subject to redemption shall be identified, notice given, and paid and redeemed pursuant tote procedures as follows. (1) Redemption Notice, For a mandatory redemption, unless otherwise notified by the Village, the and Registrar will proceed on behalf of the Village as its agent to provide for the mandatory redemption of such Term Bonds without further order or direction hereunder or otherwise. For an optional redemption, the Village, shall, at least 45 days prior to any optional redemption date (unless a shorter time period shall be satisfactory to the Bond Registrar), notify the and Registrar of such redemption date, principal amounts, and maturities of Bonds to be redeemed and, if applicable, the effect on any schedule of mandatory redemption of Tenn Bonds. (2) Selection of Bonds within a Maturity. For purposes of any redemption of less than all of the Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed shall be selected by lot by the on Registrar forte Bonds of such maturity by such method of lottery as the and Registrar shall deem fair and appropriate-, provided, that such lottery shall provide forte selection for redemption of Bonds or portions thereof so that any $5,000 and or $5,000 portion of a Bond shall be as likely to be called for redemption as any other such $5,000 and or $5,000 portion. The Bond Registrar shall make such selection (1) upon or or to the time of the giving of official notice of redemption, or (2) in the event of a refunding or defeasance, upon advice from -12- the Village that certain Bonds have been refunded or defeased and are no longer Outstanding as defined. (3) Official Notice of'Redemption. The Bond Registrar shall promptly notify the Village in writing of the Bonds or portions of Bonds selected for redemption and, in the case of any Bond selected for partial redemption, the principal amount thereof to be redeemed. Unless waived byte registered owner of Bonds to be redeemed, official notice of any such redemption shall be given by the Bond Registrar on behalf o f t he Village by mailing the redemption notice by first class U.S. mail not less than 30 days and not more than 60 days or to the date fixed for redemption to each registered owner of the Bond or Bonds to be redeemed at the address shown on the and Register or at such other address as is furnished in writing by such registered owner to the on Registrar. All official notices of redemption shall include the name of the Bonds and at least the information as follows: (a) the redemption date-, (b) the redemption price-, (c) if less than all of the outstanding Bonds of a particular maturity are to be redeemed, the identification (and, in the case of partial redemption of Bonds within such maturity, the respective principal amounts) of the Bonds to be redeemed-, (d) a statement that on the redemption date the redemption price will become due and payable upon each such Bond or portion thereof called for redemption and that interest thereon shall cease to accrue from and after said date-, and -13- (e) the place where such Bonds are to be surrendered for payment of the redemption price, which place of payment shall bete office designated for that purpose of the Bond Registrar. (4) Conditional Redemption. Unless moneys sufficient to pay the redemption price of the Bonds to be redeemed shall have been received byte and Registrar prior to the giving of such notice of redemption, such notice may, at the option of the Village, state that said redemption shall be conditional upon the receipt of such moneys by the and Registrar on or prior tote date fixed for redemption. If such moneys are not received, such notice shall be of no force and effect, the Village shall not redeem such Bonds, and the and Registrar shall give notice, in the same manner in which the notice of redemption was given, that such moneys were not so received and that such Bonds will not be redeemed. (5) Bonds Shall Become Due. Official notice of redemption having been given as described, the Bonds or portions of Bonds so to be redeemed shall, subject t o t he stated condition in paragraph(4) immediately preceding, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Village shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon surrender of such Bonds for redemption in accordance with said notice, such Bonds shall be paid by the Bond Registrar at the redemption price. The procedure for the payment of interest due as part oft e redemption price shall be as herein provided for payment of interest otherwise due. (6) Insufficiency in Notice Not Affecting they Bonds; Failure to Receive Notice; Waiver. Neither the failure to mail such redemption notice, nor any defect in any notice so mailed, to any particular registered owner of a Bond, shall affect the sufficiency -14- of such notice with respect to other registered owners. Notice having been properly given, failure of a registered owner of a Bond to receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or redemption action described in the notice. Such notice may be waived in writing by a registered owner of a and entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by registered owners shall be filed with the and Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. In lieu of the foregoing official notice, so long as the Bonds are held in Book Entry Form, notice may be given as provided in the Letter of Representations, and the giving of such notice shall constitute a waiver by the Depository and the Book Entry Owner, as registered owner, of the foregoing notice. After giving proper notification of redemption to the Bond Registrar, as applicable, the Village shall not be liable for any failure to give or defect in notice. (7) New and in Amount Not Redeemed. Upon surrender for any partial redemption of any Bond, there shall be prepared forte registered owner a new and or Bonds of like tenor, of authorized denominations, of the same maturity, and bearing the same rate of interest in the amount of the unpaid principal. (8) Effect of Nonpayment upon Redemption. If any Bond or portion of Bond called for redemption shall not be so paid upon surrender thereof for redemption, the principal shall become due and payable on demand, as aforesaid, but, until paid or duly provided for, shall continue to bear interest from the redemption date at the rate home by the Bond or portion of Bond so called for redemption. (9) Bonds to Be Cancelled; Payment to Identify Bonds. All Bonds which have been redeemed shall be cancelled and destroyed byte and Registrar and shall not be -15- reissued. Upon the payment of the redemption price of Bonds being redeemed, each check or other transfer of funds issued for such purpose shall bear the CU SIP number identifying, by issue and maturity, the Bonds being redeemed with the proceeds of such check or other transfer. (1 U) Additional Notice. The Village agrees to provide such additional notice of redemption as it may deem advisable at such time as it determines to redeem Bonds, taking into account any requirements or guidance of the Securities and Exchange Commission, the Municipal Securities Rulemaking Board, the Governmental Accounting Standards Board, or any other federal or state agency having jurisdiction or authority in such matters; provided, however, that such additional notice shall be (1) advisory in nature, (2) solely in the discretion of the Village (unless a separate agreement shall be made), (3) not be a condition precedent of a valid redemption or a part of the Bond contract, and (4) any failure or defect in such notice shall not delay or invalidate the redemption of Bonds for which proper official notice shall have been given. Reference is also made to the provisions oft e Continuing Disclosure Undertaking oft e Village with respect to the Bonds, which may contain other provisions relating to notice of redemption of Bonds. (11) and Registrar to Advise Village. As part of its duties hereunder, the Bond Registrar shall prepare and forward to the Village a statement as to notices given with respect to each redemption together with copies oft e notices as mailed. -16- Section 9. Form of Bonds. The Bonds shall be in substantially the form hereinafter set forth; provided, however, that if the text of the Bonds is to be printed in its entirety on the front side of the Bonds, then the second paragraph on the front side and the legend "See Reverse Side for Additional Provisions" shall be omitted and the text of paragraphs set forth forte reverse side shall be inserted immediately after the first paragraph. -17- [FoRm OF BONDS- FRONT SIDE] REGISTERED REGISTERED No. $ UNITED STATES OF AMERICA STATE OF ILLINOIS THE COUNTIES OF LAKE AND OF COOK VILLAGE OF BUFFALO GROVE GENERAL OBLIGATION CORPORATE PURPOSE BOND, SERIES 2016 See Reverse Side for Additional Provisions, Interest Maturity Dated Rate: Date: December 30, Date: 2016 USIP: Registered Owner: CEDE&CO. Principal Amount: KNOW ALL PERSONS BY THESE PRESENTS that the Village of Buffalo Grove, Lake and Cook Counties, Illinois, a municipality, home rule unit, and political subdivision of the State of Illinois (the "Village"), hereby acknowledges itself t o o we and for value received promises to pay tote Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above (subject to right of prior redemption), the Principal Amount identified above and to pay interest (computed on the basis of a 360-day year of twelve 30-day months) on such Principal Amount from the later of the Dated Date oft is Bond identified above or from the most recent interest payment date to is interest has been paid or duly provided for, at the Interest Rate per annum identified above, such interest to be payable on June 30 and December 30 of each year, commencing December 30, 2016, until said Principal Amount is paid or duly provided for. The principal oft is and is payable in lawful money of the United States of America upon presentation hereof at the office maintained for that purpose at Amalgamated Bank of Chicago, located in the City of Chicago, Illinois, as paying agent and bond registrar (the "Bond Registrar"). Payment of interest shall be made tote Registered Owner hereof as shown on the registration books of the Village maintained by the Bond Registrar at the close of business on the applicable Record Date. The Record Date shall be the 15th day of the of preceding any interest payment date. Interest shall be paid by check or draft of the and Registrar, payable upon presentation in lawful money of the United States of America, mailed to the address of such Registered Owner as it appears on such registration books, or at such other address furnished in writing by such Registered Owner to the and Registrar, or as otherwise agreed by the Village and the and Registrar for so long as this Bond is held by a qualifi ed securities clearing corporation as depository, or nominee, in Book Entry Form as provided for same. Reference is hereby made tote further provisions oft is and set forth on the reverse hereof, and such further provisions shall for all purposes have the same effect as if set forth at this place. It is hereby certified and recited that all conditions, acts and things required by the constitution and laws of the State of Illinois to exist or to be one precedent to and in the issuance of this Bond, including the authorizing act, have existed and have been properly done, happened, and been performed in regular and due for and time as required by law-, that the indebtedness of the Village, represented byte Bonds, and including all other indebtedness of the Village, howsoever evidenced or incurred, does not exceed any constitutional or statutory or other lawful limitation; and that provision has been made for the collection of a direct annual tax, in addition to all other taxes, on all of the taxable property in the Village sufficient to pay the interest hereon as the same falls due and also to pay and discharge the principal hereof at maturity. - 9- This Bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Bond Registrar. IN WITNESS WHEREOF the Village of Buffalo Grove, Lake and Cook Counties, Illinois, by its President and Board of Trustees, has caused this Bond to be executed by the manual or duly authorized facsimile signature of its President and attested byte manual or duly authorized facsimile signature of its Village Clerk and its corporate seal or a facsimile thereof to be impressed or reproduced hereon, all as appearing hereon and as of the Dated Date identified above. Village Presid- I illage of Buffalo Grove I Lake oo k Counties, Illinois ATTEST: Villa ge'fferk, Villa ge of Buffalo Grove Lake and Cook Counties, Illinois [SEAL] -20- [FORM OF AUTHENTICATION] CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within-mentioned Ordinance and is one of the General Obligation Corporate Purpose Bonds, Series 2016, having a Dated Date of 2016, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois. AmALGAMATED BANK OF CHICAGO Chicago, Illinois as and Registrar Date of Authentication: 12016 By Authorized Officer [FoRm OF BONDS -REVERSE SIDE] This bond is one of a series of bonds (the "Bonds") in the aggregate principal amount of $6,125,000 issued by the Village for the purpose of financing street improvements and related infrastructure improvements in and forte Village, and to pay expenses incidental to such improvements and costs of issuance of the Bonds, and to pay capitalized interest on the Bonds on December 30, 2016, all as described and defined in the and ordinance of the Village, passed by the President and Board of Trustees on the 18th day of April, 2016, authorizing the Bonds (the "Ordinance"), pursuant to and in all respects in compliance with the applicable provisions oft e Illinois Municipal Code, as supplemented and amended, and as further supplemented and, where necessary, superseded, by the powers of the Village as a home rule unit under the provisions of Section 6 of Article VII of the Illinois Constitution of 1970, (such code and powers being the "Act"), and with the Ordinance, is has been duly approved by the President, and published, in all respects as by law required. Bonds of the issue of which this and is one maturing on and after December 30, 2025, are subject to redemption prior to maturity at the option of the Village as a whole, or in part in -21- integral multiples of$5,000 in any order oft eir maturity as determined by the Village (less than all the Bonds of a single maturity to be selected by lot by the and Registrar), on December 30, 2024, and on any date thereafter, at the redemption price of par plus accrued interest t o t he redemption date. Notice of any such redemption shall be sent by first class mail not less than thirty (30) days nor more than sixty (60) days prior tots date fixed for redemption to the registered owner of each and to be redeemed at the address shown on the registration books of the Village maintained by the Bond Registrar or at such other address as is fumished in writing by such registered owner to the Bond Registrar. When so called for redemption, this Bond will cease to bear interest on the specified redemption date, provided funds for redemption are on deposit at the place of payment at that time, and shall not be deemed to be outstanding. This Bond may be transferred or exchanged, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in the Ordinance. The and Registrar shall not be required to transfer or exchange any Bond during the period from the close of business on the Record Date for an interest payment to the opening of business on such interest payment date, nor to transfer or exchange any and after notice calling such and for redemption has been mailed, nor during a period of fifteen (15) days next preceding mailing of a notice of redemption of any Bonds, -22- The Village and the on Registrar may deem and treat the Registered Owner hereof as t e a bsolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the Village nor the Bond Registrar shall be affected by any notice t o t he contrary. [FORM OF ASSIGNMENT] ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers to Here insert Social Security Number, Employer Identification Number or other Identifying Number (Name and Address of Assignee) the within on and does hereby irrevocably constitute and appoint as attorney to transfer the said and on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this transfer and assignment must correspond with the name oft e Registered Owner as it appears upon the face of the within and in every particular, without alteration or enlargement or any change whatever. Section 10. Security for the Bonds. The Bonds are a general obligation of the Village, for is the full faith and credit oft e Village are irrevocably pledged, and are payable from the levy of the Ad Valorem Property Taxes on all of the taxable property in the Village, without limitation as to rate or amount. -23- Section H. Tax Levy; Abatements, For the purpose of providing funds required to pay the interest on the Bonds promptly when and as the same falls due, and to pay and discharge the principal thereof at maturity, there is hereby levied upon all of the taxable property within the Village, in the years for is any of the Bonds are outstanding, a direct annual tax sufficient for that purpose(the "AD VALoRm PRoPER TY ES") for the years and in the amounts as follows: YEAR AMOUNT($) 2016 862,831.26 for principal and interest to and including December 30, 2017 [net of $87,447.24 for interest due on the Bonds on December 30, 2016, provided for with capitalized interest] 2017 768,231.26 for principal and interest 2018 635,231.26 for principal and interest 2019 664,631.26 for principal and interest 2020 383,231.26 for principal and interest 2021 382,231.26 for principal and interest 2022 381,131.26 for principal and interest 2023 379,931.26 for principal and interest 2024 383,631.26 for principal and interest 2025 382,131.26 for principal and interest 2026 380,531.26 for principal and interest 2027 383,412.50 for principal and interest 2028 380,650.00 for principal and interest 2029 381,900.00 for principal and interest 2030 381,100.00 for principal and interest Ad Valorem Property Taxes and other moneys on deposit in the on Fund from time to time ("Bond Moneys" as herein defined) shall be applied to pay principal of and interest on the Bonds. Interest on or principal of the Bonds coming due at any time when there are insufficient Bond Moneys to pay the same shall be paid promptly when due from current funds on hand in advance of the deposit of the Ad Valorem Property Taxes; and when the Ad Valorem Property Taxes shall have been collected, reimbursement shall be made to said funds in the amount so advanced. The Village covenants and agrees with the purchasers and registered owners of the Bonds that so long as any of the Bonds remain outstanding the Village will take no action or fail -24- to take any action which in any way would adversely affect the ability of the Village to levy and collect the Ad Valorem Property Taxes, The Village and its officers will comply with all present and future applicable laws in order to assure that the Ad Valorem Property Taxes may lawfully be levied, extended, and collected as provided herein. In the event that funds from any other lawful source are made available for the purpose of paying any principal of or interest on the Bonds so as to enable the abatement of the taxes levied herein for the payment of same, the Corporate Authorities shall, by proper proceedings, direct the transfer of such funds to the and Fund, and shall then direct the abatement oft e taxes by the amount so deposited. The Village covenants and agrees that it will not direct the abatement of taxes until money has been deposited into the and Fund in the amount of such abatement. A certified copy or other notification of any such proceedings abating taxes may then be filed with the County Clerks in a timely manner to effect such abatement. Section 12. Filing with County Clerks. Promptly, after this Ordinance becomes effective, a copy hereof, certified byte Village Clerk, shall be filed with the County Clerks. Under authority of this Ordinance, the County Clerks shall in and for each of the years as set forth hereinabove ascertain the rate percent required to produce the aggregate Ad Valorem Property Taxes levied in each of such years; and the County Clerks shall extend the same for collection on the tax books in connection with other taxes levied in such years in and by the Village for general corporate purposes of the Village; and in each of those years such annual tax shall be levied and collected by and for and on behalf of the Village in like manner as taxes for general corporate purposes for such years are levied and collected, without limit as to rate or amount, and in addition to and in excess of all other taxes. Section 13. Sale of Bonds; Official Statement. A. The Bonds shall be executed as in this Ordinance provided as soon after the passage hereof as may be and shall be delivered t o t he -25- Purchaser upon payment of the Purchase Price. The contract for the sale of the Bonds to the Purchaser (the "Purchase Contract"), as evidenced by an Official Notice of Sale and executed Official Bid Form, in forms as submitted to and presented tote Corporate Authorities at this meeting, and as executed by the Purchaser, is hereby in all respects approved and confi rmed, and the of of the Village designated in the Official Bid Form are authorized and directed to execute the Official Bid Form on behalf of the Village, it being hereby declared that, to the best of the knowledge and belief of the members of the Corporate Authorities, after due inquiry, no person holding any office of the Village, either by election or appointment, is in any manner financially interested, either directly in his or her own name or indirectly the name of any other person, association, trust or corporation, in the Purchase Contract for the sale of the Bonds to the Purchaser. The Preliminary Official Statement of the Village, relating tots Bonds, presented to the Corporate Authorities with this Ordinance, is hereby ratified and approved. A final Official Statement of the Village, to be dated within seven business days of April 18, 2016, relating to the Bonds (the "Official Statement"), is hereby authorized, and each Purchaser is hereby authorized on behalf of the Village to distribute copies of the Official Statement to the ultimate purchasers of the Bonds. Such officer or officers of the Village as are indicated are hereby authorized to execute and deliver the Official Statement on behalf of the Village. B. The Designated Officers and any other officers oft e Village as shall be appropriate shall be and are hereby authorized and directed to approve or execute, or both, such documents of sale of the Bonds as may be necessary, including, without limitation, closing documents; such certifications, tax returns, and documentation as may be required by Bond Counsel, including, specifically, a tax agreement and such certifications, tax returns, and documentation as may be advised by Bond Counsel as appropriate. -26- Section 14. Continuing Disclosure Undertaking. The President or either o f t he Designated Officers of the Village is hereby authorized, empowered, and directed to execute and deliver the Continuing Disclosure Undertaking in substantially the same form previously entered into by the Village, or with such changes therein as the officer executing the Continuing Disclosure Undertaking on behalf of the Village shall approve, his or her execution thereof to constitute conclusive evidence of his or her approval of such changes. When the Continuing Disclosure Undertaking is executed and delivered on behalf of the Village as herein provided, the Continuing Disclosure Undertaking will be binding on the Village and the officers, employees, and agents of the Village, and 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 Continuing Disclosure Undertaking as executed. Notwithstanding any other provision oft is Ordinance, the sole remedies f o r failure to comply with the Continuing Disclosure Undertaking shall b e t he ability of the beneficial owner of any Bond to seek mandamus o r s pecific performance by court order, to cause the Village to comply with its obligations under the Continuing Disclosure Undertaking. Section 15. Creation of'Funds and Appropriations. A. There is hereby created the "Series 2016 Bonds Sinking Fund Account" (the and Fund"), which shall bete fund for the payment of principal of and interest on the Bonds. Accrued interest, if any, received upon delivery of the Bonds shall be deposited into the and Fund and be applied to pay first interest coming due on the Bonds. and proceeds in the amount of$87,447.24 shall be deposited to the and Fund and used to pay interest due on the Bonds on December 30, 2016. B. The Ad Valorem Property Taxes shall either be deposited into the on Fund and used solely and only for paying the principal of and interest on the Bonds or be used to reimburse -27- a fund or account from is advances tote and Fund may have been made to pay principal of or interest on the Bonds prior to receipt of Ad Valorem Property Taxes. Interest income or investment profit earned in the Bond Fund shall be retained in the and Fund for payment oft e principal of or interest on the Bonds on the interest payment date next after such interest or profit is received or, t o t he extent lawful and as determined by the Corporate Authorities, transferred to such other fund as may be determined. The Village hereby pledges, as equal and ratable security forts Bonds, all present and future proceeds of the Ad Valorem Property Taxes forte sole benefit of the registered owners of the Bonds, subject tote reserved right of the Corporate Authorities to transfer certain interest income or investment profit earned in the Bond Fund to other funds of the Village, as described in the preceding sentence. C. The proceeds of the Bonds allocable t o t he Project shall be deposited into a separate fund designated "Series 2016 Project Fund Account" (the "Project Fund"). The Project Fund shall be separately he and accounted for. The Project Fund shall be the fund for disbursement of costs of the Project. The Corporate Authorities reserve the right, as it becomes necessary or advisable from time to time, to revise the list of expenditures for the Project, to change priorities, to revise cost allocations between expenditures and to substitute projects, in order to meet current needs of the Village; subject, however, to the various covenants set forth in this Ordinance and in related certificates given in connection with delivery of the Bonds and also subject t o t he obtaining of the opinion of and Counsel, or of some other attorney or firm of attorneys whose opinions are generally acceptable to the purchasers in the national marketplace of tax-exempt governmental obligations ("Other and Counsel") that such changes o r s ubstitutions are proper under the Act and do not adversely affect the Tax-exempt status of the Tax-exempt Bonds. D. Alternatively to the creation of the and Fund, or the Project and as described above, the Finance Director or Treasurer may allocate Bond Moneys or the proceeds o f t he -28- Bonds for expenses to one or more related funds of the Village already in existence and in accordance with good accounting practice-, provided, however, that this shall not relieve the Village or the Finance Director or Treasurer of the duty to account and invest for the and Moneys and the proceeds of the Bonds as herein provided, as if such funds had in fact been created. Section 16 General Tax Covenants. The Village hereby covenants that it will not take any action, omit to take any action or penuit the taking or omission of any action within its control (including, without limitation, making or permitting any use of the proceeds of the Bonds) if taking, permitting, or omitting to take such action would cause any of the Bonds to be an arbitrage on or a private activity and within the meaning of the Code or would otherwise cause the interest on the Bonds to be included in the gross income of the recipients thereof for federal income tax purposes. The Village acknowledges that, in the event of an examination by the Internal Revenue Service of the exemption from Federal income taxation for interest paid on the Bonds, under present rules, the Village may be treated as a "taxpayer" in such examination and agrees that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. In furtherance o f t he foregoing provisions, but without limiting their generality, the Village agrees: (a)through its officers, to make such her specific covenants, representations a s s hall be truthful, and assurances as may be necessary or advisable; ( ) to comply with all representations, covenants, and assurances contained in certificates or agreements as may be prepared by and Counsel-, (c) to consult with such Bond Counsel and to comply with such advice as may be given; (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 by its officers, t o e mploy and pay fiscal agents, financial advisors, attorneys, and other persons to assist the Village in such compliance. -29- Section 17. Certain Specific Tax Covenants. A. one of the Bonds shall be a "private activity bond" as defined in Section 141(a) of the Code; and the Village certifies, represents, and covenants as follows- (1) Not more than 5% of the net proceeds and investment earnings of the Bonds is to be used, directly or indirectly, in any activity carried on by any person other than a state or local governmental unit. (2) Not more than 5% of the amounts necessary to pay the principal of and interest on the Bonds will be derived, directly or indirectly, from payments with respect to any private business use by any person other than a state or local governmental unit. (3) one of the proceeds of the Bonds is to be used directly or indirectly, to make or finance loans to persons other than a state or local governmental unit. (4) Except as may be permitted by reference to the text above at paragraph A (1) of this Section, no user of the real or personal property of the Village acquired, constructed, or improved with the proceeds of the Bonds, other than the Village or another governmental unit, will use the same on any basis other than the same basis as the general public; and except as noted, no person, other than the Village or another governmental unit, will be a user of such property as a result of(i) ownership or(ii) actual or beneficial use pursuant to a lease, a management or incentive payment contract other than as expressly permitted by the Code, or(iii) any other arrangement. B. The Bonds shall not be "arbitrage bonds" under Section 148 of the Code; and the Village certifies, represents, and covenants as follows: (1) With respect to the Project, the Village has heretofore incurred or within six months after delivery of the Bonds expects to incur substantial binding obligations to be paid for with money received from the sale of the Bonds, said binding obligations -30- comprising binding contracts f o r the Project in not less than the amount of 5% o f t he proceeds of the Bonds. (2) The Village expects that more than 85% of the proceeds of the Bonds will be expended on or before three years for the purpose of paying the costs of the Project. (3) The Village expects that all of the principal proceeds of the Bonds and investment earnings thereon will be used, needed, and expended for the purpose of paying the costs of the Project including expenses incidental thereto. (4) or on the Project is expected to proceed with due diligence to completion. (5) Except forte Bond Fund, the Village has not created or established and will not create or establish any sinking fund reserve fund or any other similar fund to provide for the payment of the Bonds. The and Fund has been established and will be funded in a manner primarily to achieve a proper matching of revenues and debt service and will be depleted at least annually to an amount not in excess of 1112th the particular annual debt service on the Bonds. Money deposited into the Bond Fund will be spent within a 13-month period beginning on the date of deposit, and investment earnings in the Bond and will be spent or withdrawn from the Bond Fund within a one-year period beginning on the date of receipt. (6) Amounts of money related to the Bonds required to be invested at a yield not materially higher than the yield on the Bonds, as detennined pursuant to such tax certifications or agreements as the Village officers may make in connection with the issuance of the Bonds, shall be so invested; and appropriate Village officers are hereby authorized to make such investments. (7) Unless an applicable exception to Section 148(f) of the Code, relating t o t he rebate of "excess arbitrage profits" to the United States Treasury (the "Rebate Requirement") is available to the Village, the Village will meet the Rebate Requirement. (8) Relating to applicable exceptions, any Village officer charged with issuing the Bonds is hereby authorized to make such elections under the Code as such officer shall deem reasonable and in the best interests of the Village. If such election may result in a "penalty in lieu of rebate" as provided in the Code, and such penalty is incurred (the "Penalty"), then the Village shall pay such Penalty. C. None of the proceeds of the Bonds will be used to pay, directly or indirectly, in whole or in part, for an expenditure that has been paid by the Village prior tote date hereof except architectural ore gieerig costs incurred prior to commencement of any oft e Project or expenditures for which an intent to reimburse it as properly declared under Treasury Regulations Section 1.150- . This Ordinance is in itself a declaration of official intent under Treasury Regulations Section 1.150- as to all costs of the Project paid after the date hereof and prior to issuance of the Bonds. D. The Village reserves the right to use or invest moneys in connection with the Bonds in any manner or to make changes in the Project list or to use the Village infrastructure acquired, constructed, or improved as part of the Project in any manner, notwithstanding the representations and covenants relating to the Tax-exempt status of the Bonds, provided it shall first have received an opinion from and Counsel (or in the event that and Counsel is unable or unwilling to render such opinion, then from another fi rm nationally recognized as having expertise in Tax-exempt municipal finance) tote effect that use or investment of such moneys or the changes in or use of such infrastructure as contemplated will not result in loss or impairment oft e Tax-exempt status for the Bonds. -32- Section 18. Municipal and Insurance. In the event the payment of principal of and interest on a the Bonds is insured pursuant to a municipal bond insurance policy (a "Municipal and Insurance Policy") issued by a bond insurer (a "Bond Insurer"), and as to as such Municipal and Insurance Policy shall be in full force and effect, the Village and the and Registrar agree to comply with such usual and reasonable provisions regarding presentment and payment of such Bonds, subrogation of the rights of the Bondholders to the and Insurer when holding such Bonds, amendment hereof, or other terms, as approved by any of the Village Officers on advice of counsel, his or her approval to constitute full and complete acceptance by the Village of such terms and provisions under authority of this Section. Section 19. Rights and Duties of and Registrar. If requested by the on Registrar, any authorized officer of the Village is authorized to execute standard form of agreements between the Village and the Bond Registrar with respect to the obligations and duties of the Bond Registrar under this Ordinance. I n a ddition t o t he terms of such agreements and subject to modification thereby, the and Registrar by acceptance ofd ties under this Ordinance agrees (a) to act as and registrar, paying agent, authenticating agent, and transfer agent as provided herein; (b) to maintain a list of Bondholders as set f o r t h herein and to furnish such list t o t he Village upon request, but otherwise to keep such list confidential to the extent permitted by law-, (c) to cancel and/or destroy Bonds which have been paid at maturity or submitted for exchange or transfer; (d) to furnish the Village at least annually a certificate with respect to Bonds cancelled and/or destroyed; and (e) to furnish the Village at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. The Village covenants with respect to the Bond Registrar, and the Bond Registrar further covenants and agrees as follows: -33- A. The Village shall at all times retain a Bond Registrar with respect to the Bonds; it will maintain at the designated office(s) of such Bond Registrar a place or places where Bonds may be presented for payment, registration, transfer or exchange; and it will require that the Bond Registrar properly maintain the Bond Register and perform the other duties and obligations imposed upon it by this Ordinance in a manner consistent with the standards, customs and practices of the municipal securities industry. B. The Bond Registrar shall signify its acceptance of the duties and obligations imposed upon it by this Ordinance by executing the certificate of authentication on any Bond, and by such execution the Bond Registrar shall be deemed to have certified t o t he Village that it has all requisite power to accept and has accepted such duties and obligations not only with respect tots Bond so authenticated but with respect to all the Bonds. Any on Registrar shall be the agent of the Village and shall not be liable in connection with the performance of its duties except for its own negligence or willful wrongdoing. Any Bond Registrar shall, however, be responsible for any representation in its certificate of authentication on Bonds. C. The Village may remove the on Registrar at any time. In case at any time the Bond Registrar shall resign, shall be removed, shall become incapable of acting, or shall be adjudicated a bankrupt or insolvent, or if a receiver, liquidator, or conservator of the Bond Registrar or of the property thereof shall be appointed, or if any public officer shall take charge or control of the Bond Registrar or of the property or affairs thereof, the Village covenants and agrees that it will thereupon appoint a successor Bond Registrar. The Village shall give notice of any such appointment made by it to each registered owner of any Bond within twenty days after such appointment in any reasonable manner as the Village shall select. Any Bond Registrar appointed under the provisions of this Section shall be a bank, trust company, or national banking association maintaining a corporate trust office in Illinois or New York, and having capital and surplus and undivided profits in excess of$100,000,000. The Village Clerk of the Village is hereby directed to file a certified copy of this Ordinance with the Bond Registrar. Section 20. Dqfeasance. Any and or Bonds which (a) are paid and cancelled, (b) which have matured and for which sufficient sums have been deposited with the Bond Registrar to pay all principal and interest due thereon, or (c) for which sufficient funds and Defeasance Obligations have been deposited with the Bond Registrar or similar institution to pay, taking into account investment earnings on such obligations, all principal of and interest on such and or Bonds when due at maturity, pursuant to an irrevocable escrow or trust agreement, shall cease to have any lien on or right to receive or be paid from the Ad Valorem Property Taxes and shall no longer have the benefits of any covenant for the registered owners of outstanding Bonds as set forth herein as such relates to lien and security of the outstanding Bonds. All covenants relative tote Tax-exempt status oft e Tax-exempt Bonds; and payment, registration, transfer, and exchange; are expressly continued for all Bonds whether outstanding Bonds or not. For purposes oft is Section, "Defeasance Obligations" means (a) direct and general full faith and credit obligations of the United States Treasury ("Directs"), (b) certificates of participation or trust receipts in trusts comprised wholly of Directs or (c) other obligations unconditionally guaranteed as to timely payment by the United States Treasury. Section 21, Publication of Ordinance. A full, true, and complete copy oft is Ordinance shall be published within ten days after passage in pamphlet forrn by authority of the Corporate Authorities. -35- Section 22. Severability. If any section, paragraph, clause, or provision of this Ordinance shall be held invalid, the invalidity of such section, paragraph, clause, or provision shall not affect any oft e other provisions of this Ordinance. -36- Section 23. Superseder and Effective Date. All ordinances, resolutions, and orders, or parts thereof, in conflict with this Ordinance, are t o t he extent of such conflict hereby superseded; and this Ordinance shall be in full force and effect immediately upon its passage, approval and publication. ADOPTED: this 18th day of April, 2016 AYES: 5 - Berman, Trilling, Ottenheinier, Weidenfeld. Johnson NAYS: 0 - None ABSENT: I - Stein APPROVED: April 18, 2016 J, Village Presie f-Village of Buffalo Grove Lake and Cook Counties, Illinois Published in pamphlet form by authority of the President and Board of Trustees on April 19, 2016. ATTEST: Vtll age Clerk, Village of Buffalo Grove Lake and Cook Counties, Illinois -37- 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 the Village Hall, located at 50 Raupp Boulevard, in said Village, at 7:30 p.m., on Monday, the 18th day of April, 2016. The President called the meeting to order and directed the Village Clerk to call the roll. Upon the roll being called, the President, Beverly Sussman, being physically present at such place and time, and the following Trustees, being physically present at such place and time, answered present- Berman, Trilling, Ottenligiiner, Weidenfeld, Johnson The following Trustees were absent and did not participate in the meeting in any manner or to any extent whatsoever: Stein There being a quorum present, various business of the President and Board of Trustees was conducted. The President and Board of Trustees then discussed a proposed capital improvement project for the Village and considered an ordinance providing forte issuance of General Obligation Corporate Purpose Bonds, Series 2016, of the Village and providing for the levy and collection of a direct annual tax forte payment of the principal of and interest on said bonds. Thereupon, Trustee Johnson presented an ordinance entitled: AN ORDINANCE providing for the issuance of$6,125,000 General Obligation Corporate Purpose Bonds, Series 2016, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of fi nancing street improvements and related infrastructure improvements, providing forte levy and collection of a direct annual tax sufficient to pay the principal of and interest on said bonds, and authorizing the sale of said bonds to the purchaser thereof. (the "Bond Ordinance"). Trustee Johnson moved and Trustee Oftenheimer seconded the motion that the Bond Ordinance as presented be adopted. A Board of Trustees discussion of the matter followed. During the discussion, Mr. Scott Anderson, gave a public recital of the nature of the matter, is included a reading of the title of the ordinance and statements (1) that the ordinance provided for the issuance a series of general obligation bonds for the purpose of providing for street improvements and related infrastructure improvements in and forte Village, and to pay expenses incidental to such improvements and costs of issuance of said bonds, and to pay capitalized interest on said bonds on December 30, 2016, (2) that the bonds are issuable without referendum pursuant tote home rule powers of the Village, (3) that the ordinance further provides forte levy of taxes to pay the bonds, and (4) that the ordinance provides many details for the bonds, including tax-exempt status covenants, provision for terms and form of the bonds, and appropriations. The President directed that the roll be called for a vote upon the motion to adopt the ordinance. Upon the roll being called, the following Trustees voted AYE: Berman, Trilling, Qttenheimer, Weiden-feld, Johnson and the following Trustees voted NAY: one WHEREUPON, the Village President declared the motion carried and the ordinance adopted, and henceforth did approve and sign the same in open meeting, and did direct the Village Clerk to record the same in full in the records of the Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties, Illinois. Other business was duly transacted at said meeting. -2- Upon motion duly made and carried, the meeting adjourned. Village Clerk -3- STATE OF ILLINOIS ) ) SS COUNTY OF LAKE CERTIFICATION OF AGENDA,MINUTES AND ORDINANCE 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 oft e official journal of proceedings, books, records, minutes, and files of the Village and of the President and Board of Trustees (the "Corporate Authorities") of the Village. I do further certify that the foregoing extract of minutes is a full, true, and complete transcript of that portion of the minutes of the meeting (the "Meeting") of the Corporate Authorities he on the 18th day of April, 2016 insofar as the same relates to the adoption of an ordinance, Number 2016-024, entitled: AN ORDINANCE providing forte issuance of$6,125,000 General Obligation Corporate Purpose Bonds, Series 2016, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of financing street improvements and related infrastructure improvements, providing forte levy and collection of a direct annual tax sufficient to pay the principal of and interest on said bonds, and authorizing the sale of said bonds to the purchaser thereof. (the "Ordinance") a true, correct, and complete copy of is Ordinance as adopted at the Meeting appears in the foregoing transcript of the minutes of the Meeting. I do further certify that the deliberations of the Corporate Authorities on the adoption of the Ordinance were taken openly; that the vote on the adoption of the Ordinance was taken openly-, that the Meeting was held at a specified time and place convenient to the public; that notice of the Meeting was duly given to all newspapers, radio or television stations, and other news media requesting such notice; that an agenda (the "Agenda") for the Meeting was posted at the location where the Meeting was held and at the principal office of the Corporate Authorities (both such locations being at Village Hall) at least 48 hours in advance of the Meeting and also not later than 5:00 p.m. on Friday, April 15, 2016 and remained continuously so posted until the adjournment of the Meeting; that said Agenda contained a separate specific item relating t o t he consideration of the Ordinance and that a true, correct, and complete copy of said Agenda as so posted is attached to this certificate; that the 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, except as said Act and said Code may be validly superseded by the home rule powers oft e Village; and that the Corporate Authorities have complied with all oft e provisions of such Act and Code and with all of the procedural rules of the Corporate Authorities in t e a doption of the Ordinance. IN WITNESS WHEREOF I hereunto affix my official signature and the seal of the Village this 18th day of April, 2016. Village Clerk [SEAL] VILLAGE CLERK To ATTACH AGENDA -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 "Corporate Authorities") of the Village. I do her certify that on the 19th day of April, 2016, there was published in pamphlet form, by authority of the President and Board of Trustees, a true, correct, and complete copy of Ordinance Number 2016-024 of the Village entitled: AN ORDINANCE providing forte issuance of$6,125,000 General Obligation Corporate Purpose Bonds, Series 2016, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of financing street improvements and related infrastructure improvements, providing forte levy and collection of a direct annual tax sufficient to pay the principal of and interest on said bonds, and authorizing the sale of said bonds tote purchaser thereof. and providing for the issuance of said bonds, and that the ordinance as so published was on that date readily available for public inspection and distribution, in sufficient number so as to meet the needs of the general public, at my office as Village Clerk located in the Village. IN WITNESS WHEREOF I have a f f i x e d hereto my official signature and the seal o f t he Village this I St h day of April, 2016. Vi lago Clerk [SEAL-1 I STATE OF ILLINOIS ) ) SS COUNTY OF LAKE CERTIFICATE OF FILING I do hereby certify that I am the duly qualified and acting County Clerk of The County of Lake, Illinois, and as such officer I do hereby certify that on the day of 12016, there was filed in my office a properly certified copy of Ordinance Number 2016-024, duly adopted by the President and Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, on the 18th day of April, 2016, and entitled: AN ORDINANCE providing forte issuance of$6,125,000 General Obligation Corporate Purpose Bonds, Series 2016, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of financing street improvements and related infrastructure improvements, providing forte levy and collection of a direct annual tax sufficient to pay the principal of and interest on said bonds, and authorizing the sale of said bonds tote purchaser thereof. and approved by the President of said Village, and that the same has been deposited in, and all as appears from, the official files and records of my office. IN WITNESS WHEREOF I have hereunto affixed my official signature and the seal of The County of Lake, Illinois, this_day of 12016. County Clerk of The County of Lake, Illinois [SEAL] STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) CERTIFICATE OF FILING I do hereby certify that I am the duly qualified and acting County Clerk of The County of Cook, Illinois, and as such officer I do hereby certify that on the day of 2016 there was filed in my office a properly certified copy of Ordinance Number 2016-024, duly adopted by the President and Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, on the 18th day of April, 2016, and entitled: AN ORDINANCE providing for the issuance of$6,125,000 General Obligation Corporate Purpose Bonds, Series 2016, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of financing street improvements and related infrastructure improvements, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said bonds, and authorizing the sale of said bonds tote purchaser thereof. and approved by the President of said Village, and that the same has been deposited in, and all as appears from, the official files and records of my office. IN WITNESS WHEREOF I have hereunto affixed my official signature and the seal of The County of Cook, Illinois, this_day of , 2016. County Clerk of The County of Cook, Illinois [SEAL]