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2019-12-02 - Ordinance 2019-070 - ISSUANCE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2019 ExTRAcr 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 in the Jeffrey S. Braiman Council Chambers of the Village Hall, 50 Raupp Boulevard, Buffalo Grove, Illinois, in said Village, at 7:30 o'clock p.m., on the 2nd day of December, 2019. The President,Beverly Sussman,called the meeting to order and directed the Village Clerk to call the roll. Upon roll call, the President and following Trustees were physically present at said location: Trustees Stein, Ottenheimer, Weidenfeld, Johnson, Smith and Pike. The following Trustees were allowed by a majority of the members of the President and Board of Trustees in accordance with and to the extent allowed by rules adopted by the President and Board of Trustees to attend the meeting by video or audio conference: 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: Trustee Stein recused himself. The President announced that a proposal had been received from Northbrook Bank&Trust Company, N.A., for the purchase of $1,449,275 general obligation bonds to be issued by the Village pursuant to its home rule powers to refund certain outstanding bonds of the Village, and that the President and Board of Trustees would consider the adoption of an ordinance providing for the issue of said bonds and the levy of a direct annual tax sufficient to pay the principal and interest thereon. The President also summarized the pertinent terms of said proposal and said bonds,including the length of maturity,rates of interest,purchase price and tax levy for said bonds. 2019-70 2276335 WHEREUPON, Trustee Weidenfeld presented, and the Village Clerk made available to the Trustees and interested members of the public, complete copies of an ordinance entitled: AN ORDINANCE providing for the issuance of $1,449,275 General Obligation Refunding Bonds, Series 2019, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of refunding certain outstanding bonds of said Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, authorizing the execution of an escrow letter agreement, and authorizing the sale of said Bonds to the purchaser thereof. (the "Bond Ordinance"). Trustee Weidenfeld then moved and Trustee Johnson seconded the motion that the Bond Ordinance as presented be adopted. After a full discussion thereof, the President directed that the roll be called for a vote upon the motion to adopt the Bond Ordinance. Upon the roll being called, the following Trustees voted AYE: Ottenheimer, Weidenfeld, Johnson, Smith, Pike and the following Trustees voted NAY: None. (Trustee Stein recused himself). WHEREUPON, the President declared the motion carried and the Bond 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 President and Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties, Illinois. Other business was duly transacted at said meeting. Upon motion duly made and carried, the meeting adjourned. Village Clerk -2- ORDINANCE NUMBER 2019-070 AN ORDINANCE providing for the issuance of $1,449,275 General Obligation Refunding Bonds, Series 2019, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of refunding certain outstanding bonds of said Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, authorizing the execution of an escrow letter agreement, and authorizing the sale of said Bonds to the purchaser thereof. Adopted by the President and Board of Trustees on the 2nd day of December, 2019. TABLE OF CONTENTS SECTION HEADING PAGE PREAMBLES ......................................................................................................................................1 SECTION 1. DEFINITIONS..........................................................................................................2 SECTION 2. INCORPORATION OF PREAMBLES............................................................................3 SECTION3. AUTHORIZATION....................................................................................................3 SECTION4. BOND DETAILS ......................................................................................................3 SECTION 5. REGISTRATION OF BONDS; PERSONS TREATED AS OWNERS ..................................4 SECTION 6. FORM OF BOND......................................................................................................5 SECTION7. SALE OF BONDS...................................................................................................11 SECTION 8. SECURITY FOR THE BONDS...................................................................................11 SECTION9. TAX LEVY............................................................................................................12 SECTION 10. FILING OF ORDINANCE AND CERTIFICATE OF REDUCTION OF TAXES...................13 SECTION 11. USE OF TAXES HERETOFORE LEVIED...................................................................13 SECTION 12. USE OF BOND PROCEEDS; CALL OF THE REFUNDED BONDS.................................14 SECTION 13. NON-ARBITRAGE AND TAX-EXEMPTION .............................................................15 SECTION 14. DESIGNATION OF ISSUE........................................................................................16 SECTION 15. LIST OF BONDHOLDERS........................................................................................16 SECTION 16. DUTIES OF BOND REGISTRAR...............................................................................16 -1- SECTION 17. RECORD-KEEPING POLICY AND POST-ISSUANCE COMPLIANCE MATTERS.......................................................................................................17 SECTION18. SEVERABILITY .....................................................................................................17 SECTION 19. SUPERSEDER AND EFFECTIVE DATE.....................................................................17 -11- ORDINANCE NUMBER 2019-070 AN ORDINANCE providing for the issuance of $1,449,275 General Obligation Refunding Bonds, Series 2019, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of refunding certain outstanding bonds of said Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, authorizing the execution of an escrow letter agreement, and authorizing the sale of said Bonds to the purchaser thereof. WHEREAS pursuant to the provisions of Section 6 of Article VII of the Illinois Constitution of 1970,the Village of Buffalo Grove,Lake and Cook Counties,Illinois(the "Village"),is a home rule unit and 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; and WHEREAS pursuant to the provisions of said Section 6, the Village has the 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; and WHEREAS, the Village has heretofore issued and now has outstanding its General Obligation Corporate Purpose Bonds, Series 2010B, dated May 6, 2010 (the "Prior Bonds"); and WHEREAS, it is necessary and desirable to refund a portion of the Prior Bonds (said Prior Bonds being refunded being the "Refunded Bonds") in order to realize certain debt service savings; and WHEREAS, the Refunded Bonds shall be fully described in the Escrow Agreement referred to in Section 12 hereof and are presently outstanding and unpaid and are binding and subsisting legal obligations of the Village; and WHEREAS, the President and Board of Trustees of the Village (the "Board") have determined that in order to refund the Refunded Bonds, it is necessary and in the best interests of the Village to borrow an amount of$1,449,275 pursuant to the Act (as hereinafter defined) and issue bonds of the Village therefor; and WHEREAS, in accordance with the terms of the Refunded Bonds, the Refunded Bonds may be called for redemption in advance of their maturity, and it is necessary and desirable to make such call for the redemption of the Refunded Bonds on their earliest possible and practicable call date, and provide for the giving of proper notice to the registered owners of the Refunded Bonds: Now THEREFORE 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. In addition 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 meanings, unless, in either case, the context or use clearly indicates another or different meaning is intended: "Act"means, collectively, the Illinois Municipal Code, as supplemented and amended,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 of said Code and home rule powers, the home rule powers shall be deemed to supersede the provisions of said Code. "Bond Fund" means the Bond and Interest Fund Account of 2019 established pursuant to this Ordinance. "Bond Register" means the books of the Village kept by the Bond Registrar to evidence the registration and transfer of the Bonds(as hereinafter defined). "Bond Registrar"means Northbrook Bank&Trust Company, N.A., Northbrook, Illinois. "County Clerks" means the respective County Clerks of The Counties of Lake and Cook, Illinois. "Ordinance" means this Ordinance, numbered as set forth on the title page hereof, and passed by the Board on the 2nd day of December, 2019. -2- "Pledged Taxes" means the taxes levied on the taxable property within the Village to pay principal of and interest on the Bonds as provided in Section 9 hereof. Section 2. Incorporation of Preambles. The Board hereby finds that all of the recitals contained in the preambles to this Ordinance are true, correct and complete and does incorporate them into this Ordinance by this reference. Section 3. Authorization. It is hereby found and determined that pursuant to the provisions of the Act,the Board has been authorized by law to borrow the sum of$1,449,275 upon the credit of the Village and as evidence of such indebtedness to issue the Bonds to said amount for the purpose aforesaid, and that it is necessary and for the best interests of the Village that there be issued an amount of $1,449,275 of the Bonds so authorized, and these findings and determinations shall be deemed conclusive. Section 4. Bond Details. There be borrowed on the credit of and for and on behalf of the Village the sum of $1,449,275 for the purpose aforesaid; and that bonds of the Village (the "Bonds") shall be issued in said amount and shall be designated "General Obligation Refunding Bonds, Series 2019." The Bonds shall be dated December 17, 2019, and shall also bear the date of authentication, shall be in fully registered form, shall be in denominations of$1,000 each and integral multiples of $5.00 in excess thereof (but no single Bond shall represent installments of principal maturing on more than one date), shall be numbered 1 and upward, and the Bonds shall become due and payable serially(without option of redemption prior to maturity)on December 30 of each of the years, in the amounts and bearing interest per annum as follows: -3- YEAR OF PRINCIPAL RATE OF MATURITY AMOUNT INTEREST 2020 $234,030 1.40% 2021 235,445 1.50% 2022 240,990 1.55% 2023 241,265 1.65% 2024 246,365 1.70% 2025 251,180 1.80% The Bonds shall bear interest from their date or from the most recent interest payment date to which interest has been paid or duly provided for, until the principal amount of the Bonds is paid, 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 June 30, 2020. Interest on each Bond shall be paid by check or draft of the Bond Registrar,payable upon presentation thereof in lawful money of the United States of America, to the person in whose name such Bond is registered at the close of business on the 15th day of the month of any interest payment date. The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation thereof at the designated office of the Bond Registrar (the "Principal Office"). Section 5. Registration of Bonds;Persons Treated as Owners. The Village shall cause books for the registration and for the transfer of the Bonds as provided in this Ordinance to be kept at the Principal Officer of the Bond Registrar, which is hereby constituted and appointed the registrar of the Village for the Bonds. The Village is authorized to 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. Upon surrender for transfer or exchange of any Bond at the Principal Office of the Bond Registrar, 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 -4- Registrar shall authenticate, date and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds of the same maturity of authorized denominations. The execution by the Village of any fully registered Bond shall constitute full and due authorization of such Bond and the Bond Registrar shall thereby be authorized to authenticate, date and deliver such Bond, provided, however, the principal amount of outstanding Bonds of each maturity authenticated by the Bond Registrar shall not exceed the authorized principal amount of Bonds for such maturity less previous retirements. The Bond Registrar shall not be required to transfer or exchange any Bond during the period from the close of business on the 15th day of the month of any interest payment date on such Bond and ending at the opening of business on such interest payment date. The person in whose name any Bond 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 any Bond shall be made only to or upon the order of the registered owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. No service charge shall be made for any transfer or exchange of Bonds, but the Village or the Bond 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. Form of Bond. 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 paragraph [2] and the legend"See Reverse Side for Additional Provisions" shall be deleted, and paragraph [6] and the paragraphs thereafter as may be appropriate shall be inserted immediately after paragraph [1]. -5- [FORM OF BOND-FRONT SIDE] REGISTERED REGISTERED No. $ UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF LAKE AND COOK VILLAGE OF BUFFALO GROVE GENERAL OBLIGATION REFUNDING BOND,SERIES 2019 See Reverse Side for Additional Provisions. Interest Maturity Dated Rate: % Date: December 30, 20_ Date: December 17, 2019 Registered Owner: NORTHBROOK BANK&TRUST COMPANY,N.A.,NORTHBROOK,ILLINOIS Principal Amount: [1] 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 to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, on the Maturity Date identified above, 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 of this Bond identified above or from the most recent interest payment date to which 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 June 30,2020,until said Principal Amount is paid or duly provided for. The principal of or redemption price on this Bond is payable in lawful money of the United States of America upon presentation hereof at the principal office of Northbrook Bank & Trust Company, N.A., Northbrook, Illinois, as bond registrar and paying agent (the "Bond Registrar"). Payment of interest shall be made to the Registered Owner hereof as shown on the registration books of the Village maintained by the Bond Registrar at the close of business on the 15th day of the month of -6- the interest payment date. Interest shall be paid by check or draft of the Bond 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 Bond Registrar. For the prompt payment of this Bond both principal and interest at maturity, the full faith, credit and resources of the Village are hereby irrevocably pledged. [2] Reference is hereby made to the further provisions of this Bond 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. [3] 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 done precedent to and in the issuance of this Bond, including the Act, have existed and have been properly done, happened and been performed in regular and due form and time as required by law; that the indebtedness of the Village,represented by the Bonds, and including all ether 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. [4] 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. -7- [5] 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 by the 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. ------..................................SPECIMEN.......................................................................... President, Village of Buffalo Grove, Lake and Cook Counties, Illinois ATTEST: SPECIMEN Village Clerk, Village of Buffalo Grove, Lake and Cook Counties, Illinois [SEAL] Date of Authentication: December 17, 2019 CERTIFICATE Bond Registrar and Paying Agent: OF Northbrook Bank &Trust Company, N.A., AUTHENTICATION Northbrook, Illinois This Bond is one of the Bonds described in the within mentioned ordinance and is one of the General Obligation Refunding Bonds, Series 2019, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois. NORTHBROOK BANK&TRUST COMPANY, N.A., as Bond Registrar BY SPECIMEN ................-------- Authorized Officer -8- [FORM OF BOND-REVERSE SIDE] VILLAGE OF BUFFALO GROVE LAKE AND COOK COUNTIES,ILLINOIS GENERAL OBLIGATION REFUNDING BOND,SERIES 2019 [6] This bond is one of a series of bonds (the "Bonds") in the aggregate principal amount of$1,449,275 issued by the Village for the purpose of refunding certain outstanding bonds of the Village and paying expenses incidental thereto,all as described and defined in the ordinance authorizing the Bonds (the "Ordinance"), pursuant to and in all respects in compliance with the applicable provisions of the Illinois Municipal Code, as supplemented and amended; and 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; and as further supplemented by the Local Government Debt Reform Act of the State of Illinois, as amended (collectively, such Code, constitutional home rule powers, and Reform Act being the "Act"), and with the Ordinance, which has been duly approved by the President and Board of Trustees of the Village and published, in all respects as by law required. [7] This Bond is transferable by the Registered Owner hereof in person or by his or her attorney duly authorized in writing at the principal office of the Bond Registrar in Northbrook, Illinois, but only in the manner, subject to the limitations and upon payment of the charges provided in the Ordinance, and upon surrender and cancellation of this Bond. Upon such transfer a new Bond or Bonds of authorized denominations of the same maturity and for the same aggregate principal amount will be issued to the transferee in exchange therefor. [8] The Bonds are issued in fully registered form in the denomination of$1,000 each and integral multiples of$5.00 in excess thereof. This Bond may be exchanged at the principal office of the Bond Registrar for a like aggregate principal amount of Bonds of the same maturity of other authorized denominations, upon the terms set forth in the Ordinance. The Bond Registrar shall not be required to transfer or exchange any Bond during the period beginning at the close of -9- business on the 15th day of the month of any interest payment date on such Bond and ending at the opening of business on such interest payment date. [9] The Village and the Bond Registrar may deem and treat the Registered Owner hereof as the absolute 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 to the contrary. (ASSIGNMENT) FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular,without alteration or enlargement or any change whatever. -10- Section 7. Sale of Bonds. The Bonds hereby authorized shall be executed as in this Ordinance provided as soon after the passage hereof as may be, and thereupon be deposited with the Treasurer of the Village, and be by said Treasurer delivered to Northbrook Bank & Trust Company,N.A., Northbrook,Illinois,the purchaser thereof(the "Purchaser"),upon receipt of the purchase price therefor, the same being $1,449,275; the contract for the sale of the Bonds heretofore entered into (the "Purchase Contract") is in all respects ratified, approved and confirmed, it being hereby found and determined that the Bonds have been sold at such price and bear interest at such rates that neither the true interest cost (yield)nor the net interest rate received upon such sale exceed the maximum rate otherwise authorized by Illinois law and that the Purchase Contract is in the best interests of the Village and that no person holding any office of the 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 sale of the Bonds to the Purchaser. The use of any Preliminary Term Sheet and any final Term Sheet relating to the Bonds(the "Term Sheet")is hereby ratified,approved and authorized; the execution and delivery of the Term Sheet is hereby authorized; and the officers of the Board and officials of the Village are hereby authorized to take any action as may be required on the part of the Village to consummate the transactions contemplated by the Purchase Contract, this Ordinance,said Preliminary Term Sheet, the Term Sheet and the Bonds. Section 8. Security for the Bonds. The Bonds are a general obligation of the Village, for which the full faith and credit of the Village are irrevocably pledged, and are payable from the levy of taxes on all of the taxable property in the Village, without limitation as to rate or amount, and from any other lawfully available funds. -11- Section 9. Tax Levy. In order to provide for the collection of a direct annual tax sufficient to pay the interest on the Bonds as it falls due,and also to pay and discharge the principal thereof at maturity, there be and there is hereby levied upon all the taxable property within the Village a direct annual tax for each of the years while the Bonds or any of them are outstanding, in amounts sufficient for that purpose, and that there be and there is hereby levied upon all of the taxable property in the Village,the following direct annual tax (the Pledged Taxes as hereinabove defined), to-wit: FOR THE YEAR A TAX SUFFICIENT TO PRODUCE THE SUM OF: 2019 $258,102.76 for interest and principal up to and including December 30, 2020 2020 $255,402,34 for interest and principal 2021 $257,415.66 for interest and principal 2022 $253,955.32 for interest and principal 2023 $255,074.44 for interest and principal 2024 $255,701.24 for interest and principal Principal or interest maturing at any time when there are insufficient funds on hand from the Pledged Taxes to pay the same shall be paid from the general funds of the Village, and the fund from which such payment was made shall be reimbursed out of the Pledged Taxes when the same shall be collected. The Village covenants and agrees with the purchasers and the holders of the Bonds that so long as any of the Bonds remain outstanding, the Village will take no action or fail to take any action which in any way would adversely affect the ability of the Village to levy and collect the Pledged Taxes and the Village and its officers will comply with all present and future applicable laws in order to assure that the Pledged Taxes will be levied, extended and collected as provided herein and deposited in the Bond Fund (as hereinafter defined). Whenever other 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 Pledged Taxes, -12- the Board shall, by proper proceedings, direct the transfer of such funds to the Bond Fund, and shall then further direct the abatement of the 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 Bond 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 10. Filing of Ordinance and Certificate of Redaction of Taxes. Forthwith upon passage of this Ordinance, the Village Clerk is hereby directed to file a certified copy of this Ordinance with the County Clerks, and it shall be the duty of the County Clerks to annually in and for each of the years 2019 to 2024, inclusive, ascertain the rate necessary to produce the Pledged Taxes herein levied and extend the same for collection on the tax books in connection with other taxes levied in each of said years for general corporate purposes, in order to raise the respective amounts aforesaid and in each of said years such annual tax shall be computed, extended and collected in the same manner as now or hereafter provided by law for the computation, extension and collection of taxes for general corporate purposes of the Village, and when collected, the Pledged Taxes shall be placed to the credit of the Bond Fund, which Pledged Taxes are hereby irrevocably pledged to and shall be used only for the purpose of paying the principal of and interest on the Bonds. The President, Village Clerk and Village Treasurer be and the same are hereby directed to prepare and file with the County Clerks a Certificate of Reduction of Taxes Heretofore Levied for the Payment of Bonds showing the Prior Bonds being refunded and directing the abatement of the taxes heretofore levied to pay the Refunded Bonds. Section 11. Use of Taxes Heretofore Levied. All proceeds received or to be received from any taxes heretofore levied to pay principal and interest on the Refunded Bonds, including the -13- proceeds received or to be received from the taxes levied for the year 2018 for such purpose, shall be used to pay the principal of and interest on the Refunded Bonds and to the extent that such proceeds are not needed for such purpose, the same shall be deposited into the Bond Fund and used to pay principal and interest on the Bonds in accordance with all of the provisions of this Ordinance. Section 12. Use of Bond Proceeds; Call of the Refunded Bonds. Any accrued interest received on the delivery of the Bonds is hereby appropriated for the purpose of paying first interest due on the Bonds and is hereby ordered deposited into the Bond Fund. Simultaneously with the delivery of the Bonds, the principal proceeds of the Bonds, together with any premium received from the sale of the Bonds and such additional amounts as may be necessary from the general funds of the Village, are hereby appropriated to pay the costs of issuance of the Bonds and for the purpose of refunding the Refunded Bonds, and that portion thereof not needed to pay such costs of issuance is hereby ordered deposited in escrow pursuant an Escrow Letter Agreement (the "Escrow Agreement")to be entered into between the Village and Amalgamated Bank of Chicago, Chicago, Illinois (the "Escrow Agent"), the Escrow Agreement to be in substantially the same form attached hereto as ExhibitA and made a part hereof by this reference, or with such changes therein as shall be approved by the officers of the Village executing said Escrow Agreement, such execution to constitute evidence of the approval of such changes, for the purpose of paying the principal of and interest on the respective Refunded Bonds as provided in said Escrow Agreement. The Board approves the form, terms and provisions of said Escrow Agreement and directs the President and Village Clerk to execute, attest and deliver each Escrow Agreement in the name and on behalf of the Village. Amounts in the escrow may be used to purchase direct obligations of or obligations guaranteed by the fell faith and credit of the United States of America as to principal and interest (the "Government Securities") to provide for the payment of the principal of and -14- interest on the respective Refunded Bonds as provided in the respective Escrow Agreement. The Escrow Agent and the Purchaser are each hereby authorized to act as agent for the Village in the purchase of the Government Securities. At the time of the issuance of the Bonds, the costs of issuance of the Bonds may be paid by the Purchaser on behalf of the Village from the proceeds of the Bonds. In accordance with the redemption provisions of the ordinance authorizing the issuance of the Refunded Bonds, the Village by the Board does hereby make provision for the payment of and does hereby call (subject only to the delivery of the Bonds) the Refunded Bonds for redemption on January 6, 2020. Section 13. Non Arbitrage and Tax-Exemption. The Village hereby covenants that it will not take any action, omit to take any action or permit 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 bond or a private activity bond 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 is treated as the"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. The Village also agrees and covenants with the purchasers and holders of the Bonds from time to time outstanding that,to the extent possible under Illinois law,it will comply with whatever federal tax law is adopted in the future which applies to the Bonds and affects the tax-exempt status of the Bonds. -15- The Board hereby authorize the officials of the Village responsible for issuing the Bonds, the same being the President and Village Clerk to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the Bonds to be arbitrage bonds and to assure that the interest on the Bonds will be exempt from federal income taxation. In connection therewith, the Village and the Board further agrees: (a) through their officers, to make such further specific covenants, representations as shall be truthful, and assurances as may be necessary or advisable; (b) to consult with counsel approving the Bonds and to comply with such advice as may be given; (c) to pay to the United States, as necessary, such sums of money representing required rebates of excess arbitrage profits relating to the Bonds; (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 their officers, to employ and pay fiscal agents, financial advisors, attorneys, and other persons to assist the Village in such compliance. Section 14. Designation of Issue. The Village hereby designates each of the Bonds as a "qualified tax-exempt obligation"for the purposes and within the meaning of Section 265(b)(3)of the Code. Section 15. List of Bondholders. The Bond Registrar shall maintain a list of the names and addresses of the holders of all Bonds and upon any transfer shall add the name and address of the new Bondholder and eliminate the name and address of the transferor Bondholder. Section 16. Duties of Bond Registrar. If requested by the Bond Registrar, the President and Village Clerk are authorized to execute the Bond Registrar's standard form of agreement between the Village and the Bond Registrar with respect to the obligations and duties of the Bond Registrar hereunder which may include the following: (a) to act as bond registrar, authenticating agent, paying agent and transfer agent as provided herein; -16- (b) to maintain a list of Bondholders as set forth herein and to furnish such list to the Village upon request, but otherwise to keep such list confidential; (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 Clerk is hereby directed to file a certified copy of this Ordinance with the Bond Registrar. Section 17. Record-Keeping Policy and Post-Issuance Compliance Matters. On the 19th day of April, 2010, the Board adopted a record-keeping policy (the "Policy") in order to maintain sufficient records to demonstrate compliance with its covenants and expectations to ensure the appropriate federal tax status for the debt obligations of the Village, the interest on which is excludable from "gross income" for federal income tax purposes or which enable the Village or the holder to receive federal tax benefits, including, but not limited to, qualified tax credit bonds and other specified tax credit bonds. The Board and the Village hereby reaffirm the Policy. Section 18. 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 of the other provisions of this Ordinance. Section 19. Superseder and Effective Date. All ordinances,resolutions or orders,or parts thereof, in conflict herewith, are to the extent of such conflict hereby superseded; and this Ordinance shall be in full force and effect immediately upon its passage, approval, and publication in the manner provided by law. -17- ADOPTED: December 2, 2019 AYES: S—OTTENHEIMER WEIDENFELD JOHNSON SMITH PIKE NAYS: 0-NONE ABSENT: 0-NONE APPROVED: December 2, 2019 President, Vil e of Buffalo Grove Lake and Co Counties, Illinois ATTEST. 8 Village, ;k, Village of Buffalo Grove, Lake and Cook Counties, Illinois Rewrded in the Village Records: December 2, 2019. -18- EXHIBIT A FORM OF ESCROW LETTER AGREEMENT December 17, 2019 Amalgamated Bank of Chicago Chicago, Illinois Re: Village of Buffalo Grove, Lake and Cook Counties, Illinois $1,449,275 General Obligation Refunding Bonds, Series 2019 Ladies and Gentlemen: The Village of Buffalo Grove, Lake and Cook Counties, Illinois (the "Village"), by an ordinance adopted by the President and Board of Trustees of the Village(the "Board")on the 2nd day of December, 2019 (the "Bond Ordinance"), has authorized the issue and delivery of $1,449,275 General Obligation Refunding Bonds, Series 2019, dated December 17, 2019 (the "Bonds").The Village has authorized by the Bond Ordinance that proceeds of the Bonds and other lawfully available funds of the Village be used to pay and redeem on January 6,2020, $1,430,000 of the Village's outstanding and unpaid General Obligation Corporate Purpose Bonds, Series 2010B, dated May 6, 2010, due serially on December 30 of the years, in the amounts and bearing interest at the rates per annum as follows: PRINCIPAL RATE OF YEAR AMOUNT INTEREST 2020 $220,000 3.50% 2021 225,000 3.55% 2022 235,000 3.60% 2023 240,000 3.70% 2024 250,000 3.75% 2025 260,000 3.85% (the "Refunded Bonds"). The Village hereby deposits with you $1,430,873.54 from the proceeds of the Bonds and $26,206.25 from funds of the Village on hand and lawfully available for the refunding of the Refunded Bonds(the "Deposit"), and you are hereby instructed as follows with respect thereto: 1. Upon deposit,you are directed to purchase U.S.Treasury Securities State and Local Government Series Certificates of Indebtedness in the amount of$1,430,873.00 and maturing as described on Exhibit A hereto(the "Government Securities"). You are further instructed to fund a beginning cash escrow deposit on demand in the amount of$26,206.79. Amalgamated Bank of Chicago December 17, 2019 Page 2 The beginning deposit and the Government Securities are to be held in an irrevocable trust fund account (the "Trust Account") for the Village to the benefit of the holders of the Refunded Bonds. 2. You shall hold the Government Securities and any interest income or profit derived therefrom and any uninvested cash in the Trust Account for the sole and exclusive benefit of the holders of the Refunded Bonds until redemption of the Refunded Bonds on January 6, 2020, is made. 3. You shall promptly collect the principal, interest or profit from the proceeds deposited in the Trust Account and promptly apply the same as necessary to the payment of the Refunded Bonds as herein provided. 4. The Village has called the Refunded Bonds for redemption and payment prior to maturity on January 6, 2020. You are hereby directed to provide for and give in your role as paying agent for the Refunded Bonds timely notice of the call for redemption of the Refunded Bonds. The form and time of the giving of such notice regarding the Refunded Bonds shall be as specified in the ordinances authorizing the issuance of the Refunded Bonds. The Village agrees to reimburse you for any actual out-of-pocket expenses incurred in the giving of such notice, but the failure of the Village to make such payment shall not in any respect whatsoever relieve you from carrying out any of the duties, terms or provisions of this Agreement. 5. In addition, you are hereby directed to cause the Prior Paying Agent (as defined below) to give notice of the call of the Refunded Bonds, on or before the date notice of such redemption is given to the holders of the Refunded Bonds, to the Municipal Securities Rulemaking Board (the "MSRB") through its Electronic Municipal Market Access system for municipal securities disclosure or through any other electronic format or system prescribed by the MSRB for purposes of Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. Information with respect to procedures for submitting notice can be found at https://msfb.org. 6. On January 6, 2020, you shall remit to Amalgamated Bank of Chicago, Chicago, Illinois,as paying agent for the Refunded Bonds(the "Prior Paying Agent"), the sum of$1,430,873.54, such sum being sufficient to pay the principal of and interest on the Refunded Bonds on such date, and such remittances shall fully release and discharge you from any further duty or obligation thereto under this Agreement. -2- Amalgamated Bank of Chicago December 17, 2019 Page 3 7. You shall make no payment of fees, due or to become due, of the bond registrar and paying agent on the Bonds or the Prior Paying Agent. The Village shall pay the same as they become due. 8. If at any time it shall appear to you that the funds on deposit in the Trust Account will not be sufficient to pay the principal of and interest on the Refunded Bonds, you shall notify the Village not less than five (5) days prior to such payment date and the Village shall make up the anticipated deficit from any funds legally available for such purpose so that no default in the making of any such payment will occur. 9. Upon final disbursement of funds sufficient to pay the Refunded Bonds as hereinabove provided for, you shall transfer any balance remaining in the Trust Account to the Village and thereupon this Agreement shall terminate. Very truly yours, VILLAGE OF BUFFALO GROVE,LAKE AND COOK COUNTIES,ILLINOIS By. ... ........... ..._._ President By Village Clerk [SEAL] Accepted this 17th day of December, 2019. AMALGAMATED BANK OF CHICAGO Chicago, Illinois By.... Its -3- EXHIBIT A [TO ESCROW AGREEMENT] GOVERNMENT SECURITIES STATE OF ILLINOIS ) ) SS COUNTY OF LAKE ) CERTIFICATION OF ORDINANCE AND MINUTES I, 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 records and files of the President and Board of Trustees of the Village (the "Board"). 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 Board held on the 2nd day of December, 2019, insofar as tile same relates to the adoption of Ordinance No. 2019-070, entitled: AN ORDINANCE providing for the issuance of $1,449,275 General Obligation Refunding Bonds, Series 2019, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of refunding certain outstanding bonds of said Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, authorizing the execution of an escrow letter agreement, and authorizing the sale of said Bonds to the purchaser thereof. 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 Board on the adoption of said ordinance were conducted openly; that the vote on the adoption of said ordinance was taken openly; that said meeting was called and held at a specified time and place convenient to the public; that notice of said meeting was duly given to all of the news media requesting such notice; that an agenda for said meeting was posted at the location where said meeting was held and at the principal office of the Board 72 hours in advance of the holding of said meeting, that at least one copy of said agenda was continuously available for public review during the entire 72-hour period preceding said meeting, a true, correct and complete copy of said agenda as so posted is attached hereto as Exhibit A, 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 with the provisions of the Illinois Municipal Code, as amended, and that the Board has complied with all of the provisions of said Act and said Code and with all of the procedural rules of the 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 December, 2019. Village Clerk y [SEA,] -2- STATE OF ILLINOIS ) ) SS COUNTY OF LAKE ) FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of The County of Lake, Illinois, and as such official I do further certify that on the day of December, 2019, there was filed in my office a duly certified copy of Ordinance No. 2019-070 entitled: AN ORDINANCE providing for the issuance of $1,449,275 General Obligation Refunding Bonds, Series 2019, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of refunding certain outstanding bonds of said Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, authorizing the execution of an escrow letter agreement, and authorizing the sale of said Bonds to the purchaser thereof. duly adopted by the President and Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties,Illinois,on the 2nd day of December,2019,and approved by the Village President, and that the same has been deposited in (and all as appearing from) the official files and records of my office. IN WITNESS WHEREOF I have hereunto affixed my official signature and the seal of said County, Illinois, this day of December, 2019. County Clerk of The County of Lake, Illinois [SEAL] STATE OF ILLINOIS ) SS COUNTY OF COOK ) FILING CERTIFICATE I, the undersigned, do hereby certify that I am the duly qualified and acting County Clerk of The County of Cook, Illinois, and as such official I do further certify that on the day of December, 2019, there was filed in my office a duly certified copy of Ordinance No. 2019-070 entitled: AN ORDINANCE providing for the issuance of $1,449,275 General Obligation Refunding Bonds, Series 2019,of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of refunding certain outstanding bonds of said Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, authorizing the execution of an escrow letter agreement, and authorizing the sale of said Bonds to the purchaser thereof. duly adopted by the President and Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties,Illinois,on the 2nd day of December,2019, and approved by the Village President, and that the same has been deposited in (and all as appearing from) the official files and records of my office. IN WITNESS WHEREOF I have hereunto affixed my official signature and the seal of said County, Illinois, this day of December, 2019. County Clerk of The County of Cook, Illinois [SEAL] STATE OF ILLINOIS ) ) SS COUNTY OF LAKE ) CERTIFICATE OF PUBLICATION IN PAMPHLET FORM I, 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 "Board") of the Village. I do further certify that on the 4� day of December, 2019, there was published in pamphlet form, by authority of the Board, a true, correct, and complete copy of Ordinance No. 2019-070 of the Village entitled: AN ORDINANCE providing for the issuance of $1,449,275 General Obligation Refunding Bonds, Series 2019, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, for the purpose of refunding certain outstanding bonds of said Village, providing for the levy and collection of a direct annual tax sufficient to pay the principal of and interest on said Bonds, authorizing the execution of an escrow letter agreement, and authorizing the sale of said Bonds to the 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 affixed hereto my official signature and the seal of the Village this,54k day of December, 2019. Village Clerk [SEAL]