2022-08-15 - Ordinance 2022-080 - providing approx $19,000,000 General Obligation Bonds, Series 2022 ORDINANCE NUMBER 0-2022-080
AN ORDINANCE providing for the issuance of approximately
_ $19,000,000 General Obligation Bonds, Series 2022, of the Village
/of Buffalo Grove, Lake and Cook Counties, Illinois, to finance
capital improvements in and for the Village including, but not
limited to,purchasing and improving a building to serve as a public
works facility, providing for the levy and collection of a direct
annual tax sufficient to pay the principal and interest on said bonds,
and authorizing the sale of said bonds to the purchaser thereof.
WHEREAS, by virtue of a favorable vote of its electors and pursuant to the provisions of
Section 6 of Article VII of the Constitution of the State of Illinois, 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 President and Board of Trustees of the Village(the "Board")has considered
the needs of the Village and has determined and does hereby determine that it is necessary,
desirable and in the best interests of the Village to borrow $18,530,000 to finance capital
improvements in and for the Village including, but not limited to, purchasing and improving a
building to serve as a public works facility (collectively, the "Project"); and
WHEREAS, it is in the best interest of the Village to issue bonds of the Village in an
aggregate principal amount of $18,530,000 to evidence said borrowing and for the purpose of
paying costs of the Project:
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. 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 2. Authorization. It is hereby found and determined that pursuant to the
provisions of the Illinois Municipal Code, as supplemented and amended, and the home rule
powers of the Village under Section 6 of Article VII of the Illinois Constitution of 1970 (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) (collectively,the "Act"), the Board has
been authorized by law to borrow $18,530,000 upon the credit of the Village and as evidence of
such indebtedness to issue bonds of the Village to said amount, the proceeds of said bonds to be
used for the Project, that it is necessary to borrow $18,530,000 of said authorized sum and issue
bonds in evidence thereof, that such borrowing of money is necessary for the welfare of the
government and affairs of the Village, 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,
together with those set forth in the preambles to this Ordinance, shall be deemed conclusive.
Section 3. Bond Details. There be borrowed on the credit of and for and on behalf of
the Village the sum of$18,530,000 for the purpose aforesaid; and that bonds of the Village (the
"Bonds")shall be issued in said amount and shall be designated"General Obligation Bonds,Series
2022." The Bonds shall be dated the date of issuance thereof, and shall also bear the date of
authentication, shall be in fully registered form, shall be in denominations of $5,000 each and
authorized integral multiples 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 (subject to redemption prior to maturity as hereinafter provided) on
December 30 of each of the years, in the amounts and bearing interest per annum as follows:
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YEAR OF PRINCIPAL RATE OF
MATURITY AMOUNT INTEREST
2026 $ 100,000 5.000%
2027 100,000 5.000%
2030 100,000 5.000%
2031 860,000 5.000%
2032 1,290,000 5.000%
2033 1,350,000 5.000%
2034 1,420,000 5.000%
2035 1,510,000 5.000%
2036 2,340,000 5.000%
2037 2,460,000 5.000%
2038 2,580,000 5.000%
2039 1,035,000 5.000%
2040 1,085,000 4.000%
2041 1,130,000 4.000%
2042 1,170,000 4.000%
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, 2023. Interest on
each Bond shall be paid by check or draft of Amalgamated Bank of Chicago, Chicago, Illinois, as
bond registrar and paying agent (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 corporate trust office of the Bond Registrar.
Section 4. Execution; Authentication. The Bonds shall be executed on behalf of the
Village by the manual or facsimile signature of its President and attested by the manual or facsimile
signature of its Village Clerk, as they shall determine, and shall have impressed or imprinted
thereon the corporate seal or facsimile thereof of the Village. In case any such officer whose
signature shall appear on any Bond 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 hereinafter set forth, duly executed by the Bond Registrar as
authenticating agent of the Village and showing the date of authentication. No Bond 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 Bond shall be conclusive
evidence that such Bond has been authenticated and delivered under this Ordinance.
Section 5. Registration of Bonds;Persons Treated as Owners. (a) General. The Village
shall cause books (the "Bond Register") for the registration and for the transfer of the Bonds as
provided in this Ordinance to be kept at the designated corporate trust office 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 shall keep custody of, multiple Bond blanks
executed by the Village for use in the transfer and exchange of Bonds.
Upon surrender for transfer of any Bond at the designated corporate trust office of the Bond
Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer in
form satisfactory to the Bond Registrar and duly executed by, the registered owner or his or her
attorney 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 a new fully registered
Bond or Bonds of the same maturity of authorized denominations, for a like aggregate principal
amount. Any fully registered Bond or Bonds may be exchanged at said office of the Bond
Registrar for a like aggregate principal amount of Bond or Bonds of the same maturity of other
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
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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 beginning at 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,nor to transfer
or exchange any Bond after notice calling such Bond for redemption has been mailed, nor during
a period of fifteen(15) days next preceding mailing of a notice of redemption of any Bonds.
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, except in the
case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond surrendered for
redemption.
(b) Global Book-Entry System. The Bonds shall be initially issued in the form of a
separate single fully registered Bond for each of the maturities of the Bonds determined as
described in Section 3 hereof. Upon initial issuance, the ownership of each such Bond shall be
registered in the Bond Register in the name of Cede & Co., or any successor thereto ("Cede"), as
nominee of The Depository Trust Company,New York,New York,and its successors and assigns
("DTC"). All of the outstanding Bonds shall be registered in the Bond Register in the name of
Cede, as nominee of DTC, except as hereinafter provided. Any officer of the Village who is a
signatory on the Bonds is authorized to execute and deliver, on behalf of the Village, such letters
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to or agreements with DTC as shall be necessary to effectuate such book-entry system (any such
letter or agreement being referred to herein as the "Representation Letter"),which Representation
Letter may provide for the payment of principal of or interest on the Bonds by wire transfer.
With respect to Bonds registered in the Bond Register in the name of Cede, as nominee of
DTC, the Village and the Bond Registrar shall have no responsibility or obligation to any
broker-dealer, bank or other financial institution for which DTC holds Bonds from time to time as
securities depository (each such broker-dealer, bank or other financial institution being referred to
herein as a "DTC Participant") or to any person on behalf of whom such a DTC Participant holds
an interest in the Bonds. Without limiting the immediately preceding sentence, the Village and
the Bond Registrar shall have no responsibility or obligation with respect to (i)the accuracy of the
records of DTC,Cede or any DTC Participant with respect to any ownership interest in the Bonds,
(ii)the delivery to any DTC Participant or any other person, other than a registered owner of a
Bond as shown in the Bond Register,of any notice with respect to the Bonds, including any notice
of redemption, or (iii)the payment to any DTC Participant or any other person, other than a
registered owner of a Bond as shown in the Bond Register, of any amount with respect to the
principal of or interest on the Bonds. The Village and the Bond Registrar may treat and consider
the person in whose name each Bond is registered in the Bond Register as the holder and absolute
owner of such Bond for the purpose of payment of principal and interest with respect to such Bond,
for the purpose of giving notices of redemption and other matters with respect to such Bond, for
the purpose of registering transfers with respect to such Bond, and for all other purposes
whatsoever. The Bond Registrar shall pay all principal of and interest on the Bonds only to or
upon the order of the respective registered owners of the Bonds, as shown in the Bond Register,
or their respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the Village's obligations with respect to payment of the
principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other
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than a registered owner of a Bond as shown in the Bond Register, shall receive a Bond evidencing
the obligation of the Village to make payments of principal and interest with respect to any Bond.
Upon delivery by DTC to the Bond Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede,and subject to the provisions in Section 3
hereof with respect to the payment of interest to the registered owners of Bonds at the close of
business on the 15th day of the month next preceding the applicable interest payment date, the
name "Cede" in this Ordinance shall refer to such new nominee of DTC.
In the event that (i)the Village determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (ii)the agreement among the
Village, the Bond Registrar and DTC evidenced by the Representation Letter shall be terminated
for any reason or(iii)the Village determines that it is in the best interests of the beneficial owners
of the Bonds that they be able to obtain certificated Bonds,the Village shall notify DTC and DTC
Participants of the availability through DTC of certificated Bonds and the Bonds shall no longer
be restricted to being registered in the Bond Register in the name of Cede, as nominee of DTC. At
that time,the Village may determine that the Bonds shall be registered in the name of and deposited
with such other depository operating a universal book-entry system, as may be acceptable to the
Village, or such depository's agent or designee, and if the Village does not select such alternate
universal book-entry system, then the Bonds may be registered in whatever name or names
registered owners of Bonds transferring or exchanging Bonds shall designate, in accordance with
the provisions of Section 5(a)hereof.
Notwithstanding any other provisions of this Ordinance to the contrary, so long as any
Bond is registered in the name of Cede,as nominee of DTC,all payments with respect to principal
of and interest on such Bond and all notices with respect to such Bond shall be made and given,
respectively, in the name provided in the Representation Letter.
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Section 6. Redemption. (a) Optional Redemption. The Bonds due on and after
December 30, 2033, are subject to redemption prior to maturity at the option of the Village as a
whole, or in part in any order of maturity determined by the Village (less than all of the Bonds of
a single maturity to be selected by the Bond Registrar), on December 30, 2032, or on any date
thereafter, at the redemption price of par plus accrued interest to the date of redemption.
(b) General. The Bonds shall be redeemed only in the principal amount of$5,000 and
integral multiples thereof. The Village shall, at least forty-five (45) days prior to any optional
redemption date (unless a shorter time period shall be satisfactory to the Bond Registrar) notify
the Bond Registrar of such redemption date and of the principal amount,and maturity or maturities
of Bonds to be redeemed. For purposes of any redemption of less than all of the outstanding Bonds
of a single maturity,the particular Bonds or portions of Bonds to be redeemed shall be selected by
lot by the Bond Registrar from the Bonds of such maturity by such method of lottery as the Bond
Registrar shall deem fair and appropriate;provided that such lottery shall provide for the selection
for redemption of Bonds or portions thereof so that any $5,000 Bond or$5,000 portion of a Bond
shall be as likely to be called for redemption as any other such $5,000 Bond or $5,000 portion.
The Bond Registrar shall make such selection upon the earlier of the irrevocable deposit of funds
with an escrow agent sufficient to pay the redemption price of the Bonds to be redeemed or the
time of the giving of 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.
Section 7. Redemption Procedure. Unless waived by any holder of Bonds to be
redeemed,notice of the call for any such redemption shall be given by the Bond Registrar on behalf
of the Village by mailing the redemption notice by first class mail at least thirty (30) days and not
more than sixty(60)days prior to the date fixed for redemption to the registered owner of the Bond
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or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is
furnished in writing by such registered owner to the Bond Registrar.
All notices of redemption shall state:
(1) the redemption date,
(2) the redemption price,
(3) if less than all outstanding Bonds are to be redeemed, the identification(and,
in the case of partial redemption, the respective principal amounts) of the Bonds to be
redeemed,
(4) 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,
(5) the place where such Bonds are to be surrendered for payment of the
redemption price, which place of payment shall be the designated corporate trust office of
the Bond Registrar, and
(6) such other information then required by custom,practice or industry standard.
Unless moneys sufficient to pay the redemption price of the Bonds to be redeemed at the
option of the Village shall have been received by the Bond 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 Bond Registrar on or prior to the 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 Bond Registrar shall give notice, in the same manner
in which the notice of redemption shall have been given, that such moneys were not so received
and that such Bonds will not be redeemed. Otherwise, prior to any redemption date, the Village
shall deposit with the Bond Registrar an amount of money sufficient to pay the redemption price
of all the Bonds or portions of Bonds which are to be redeemed on that date.
Subject to the provisions for a conditional redemption described above, notice of
redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed
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shall, 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. Installments of interest due on or prior to the redemption date shall be
payable as herein provided for payment of interest. Upon surrender for any partial redemption of
any Bond, there shall be prepared for the registered holder a new Bond or Bonds of the same
maturity in the amount of the unpaid principal.
If any Bond or portion of Bond called for redemption shall not be so paid upon surrender
thereof for redemption,the principal shall,until paid,bear interest from the redemption date at the
rate borne by the Bond or portion of Bond so called for redemption. All Bonds which have been
redeemed shall be cancelled and destroyed by the Bond Registrar and shall not be reissued.
Section 8. Form of Bond. The Bonds shall be in substantially the following form;
provided, however, that if the text of the Bond is to be printed in its entirety on the front side of
the Bond, then paragraph [2] and the legend, "See Reverse Side for Additional Provisions", shall
be omitted and paragraph [6] and the paragraphs thereafter as shall be appropriate shall be inserted
immediately after paragraph [1]:
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[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 BOND,SERIES 2022
See Reverse Side for
Additional Provisions.
Interest Maturity Dated
Rate: % Date: December 30, 20_ Date: September 13, 2022 CUSIP: 119535
Registered Owner: CEDE&Co.
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 30,2023,until said Principal Amount is paid or duly provided for. The principal
of this Bond is payable in lawful money of the United States of America upon presentation hereof
at the designated corporate trust office of Amalgamated Bank of Chicago, Chicago, Illinois, as
bond registrar and paying agent(the "Bond Registrar"). Payment of interest shall be made to the
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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 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 hereinafter defined 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 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.
[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.
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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.
SI t ( 1\1 \
President, Village of Buffalo Grove
Lake and Cook Counties, Illinois
ATTEST:
Village Clerk, Village of Buffalo Grove
Lake and Cook Counties, Illinois
[SEAL]
Date of Authentication: , 2022
CERTIFICATE Bond Registrar and Paying Agent:
OF Amalgamated Bank of Chicago,
AUTHENTICATION Chicago, Illinois
This Bond is one of the Bonds described in
the within-mentioned Ordinance and is one of
the General Obligation Bonds, Series 2022, of
the Village of Buffalo Grove, Lake and Cook
Counties, Illinois.
AMALGAMATED BANK OF CHICAGO
as Bond Registrar
By
Authorized Officer
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[FORM OF BOND-REVERSE SIDE]
VILLAGE OF BUFFALO GROVE
LAKE AND COOK COUNTIES,ILLINOIS
GENERAL OBLIGATION BOND,SERIES 2022
[6] This Bond is one of a series of bonds (the "Bonds") issued by the Village to finance
capital improvements in and for the Village including, but not limited to, purchasing and
improving a building to serve as a public works facility and pay expenses incidental thereto, all as
described in the Ordinance of the Village, adopted by the President and Board of Trustees of the
Village on the 15th day of August, 2022, authorizing the Bonds (the "Ordinance"), pursuant to
and in all respects in compliance with the applicable provisions of the Illinois Municipal Code, as
amended; 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; and as further supplemented by the Local Government Debt Reform Act of the State of
Illinois, as amended (collectively, such Illinois Municipal Code, constitutional home rule powers,
and said Local Government Debt Reform Act being the "Act"), and with the Ordinance, which
has been duly adopted by the President and Board of Trustees of the Village and approved by the
President, in all respects as by law required.
[7] Bonds of the issue of which this Bond is one maturing on and after December 30,
2033, are subject to redemption prior to maturity at the option of the Village as a whole, or in part
in integral multiples of$5,000 in any order of their maturity as determined by the Village (less
than all the Bonds of a single maturity to be selected by lot by the Bond Registrar), on December
30, 2032, and on any date thereafter, at the redemption price of par plus accrued interest to the
redemption date.
[8] 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 to the date fixed for redemption to the registered owner
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of each Bond 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 furnished 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.
[9] This Bond is transferable by the Registered Owner hereof in person or by his or her
attorney duly authorized in writing at the designated corporate trust office of the Bond Registrar
in Chicago, 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.
[10] The Bonds are issued in fully registered form in the denomination of$5,000 each or
authorized integral multiples thereof This Bond may be exchanged at the designated corporate
trust 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 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, nor to transfer or exchange any
Bond after notice calling such Bond for redemption has been mailed,nor during a period of fifteen
(15) days next preceding mailing of a notice of redemption of any Bonds.
[11] 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.
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ASSIGNMENT
FOR VALUE RECEIVED,the undersigned sells, assign, and transfers unto
Here insert Social Security Number,
Employer Identification Number or
other Identifying Number
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
as 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 transfer and 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.
Section 9. 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 (the "Treasurer"), and be by the Treasurer delivered to Huntington
Securities, Inc., Chicago, Illinois, the same being the best bidder at public sale of the Bonds (the
"Purchaser"), upon receipt of the purchase price therefor, the same being $21,257,477.00; the
contract for the sale of the Bonds heretofore entered into(the "Purchase Contract"),as evidenced
by an Official Notice of Sale and executed Official Bid Form, dated this date, 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
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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 Official Statement and any final Official Statement relating to
the Bonds (the "Official Statement") is hereby ratified, approved and authorized; the execution
and delivery of the Official Statement is hereby authorized;and the officers of the Board 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 Official
Statement, the Official Statement and the Bonds.
Section 10. Tax Levy;Abatement. In order to provide for the collection of a direct annual
tax 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, a
direct annual tax 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, to-wit (the "Pledged
Taxes"):
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FOR THE YEAR A TAX SUFFICIENT TO PRODUCE THE SUM OF:
2022 $1,157,965.42 for interest up to and including
December 30, 2023
2023 $ 892,650.00 for interest
2024 $ 892,650.00 for interest
2025 $ 992,650.00 for interest and principal
2026 $ 987,650.00 for interest and principal
2027 $ 882,650.00 for interest
2028 $ 882,650.00 for interest
2029 $ 982,650.00 for interest and principal
2030 $1,737,650.00 for interest and principal
2031 $2,124,650.00 for interest and principal
2032 $2,120,150.00 for interest and principal
2033 $2,122,650.00 for interest and principal
2034 $2,141,650.00 for interest and principal
2035 $2,896,150.00 for interest and principal
2036 $2,899,150.00 for interest and principal
2037 $2,896,150.00 for interest and principal
2038 $1,222,150.00 for interest and principal
2039 $1,220,400.00 for interest and principal
2040 $1,222,000.00 for interest and principal
2041 $1,216,800.00 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,
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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 of The Counties of Lake
and Cook, Illinois (the "County Clerks"), in a timely manner to effect such abatement.
Section 11. Filing of Ordinance. Forthwith upon the passage of this Ordinance, the
Village Clerk of the Village is hereby directed to file a certified copy of this Ordinance with the
County Clerks; and the County Clerks shall in and for each of the years 2022 to 2041, inclusive,
ascertain the rate necessary to produce the tax herein levied; and the County Clerks shall extend
the same for collection on the tax books in connection with other taxes levied in said years in and
by the Village for general corporate purposes of the Village; and, subject to abatement as stated
hereinabove, in said 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 said years are levied and
collected, and in addition to and in excess of all other taxes, and when collected, the taxes hereby
levied shall be placed to the credit of a special fund to be designated "Bond and Interest Fund
Account of 2022" (the "Bond Fund"),which taxes are hereby irrevocably pledged to and shall be
used only for the purpose of paying the principal of and interest on the Bonds.
Section 12. Use of Bond Proceeds. Accrued interest received on the delivery of the
Bonds, if any, is hereby appropriated for the purpose of paying first interest due on the Bonds and
is hereby ordered deposited into the Bond Fund. The principal proceeds of the Bonds and any
premium received from the sale of the Bonds are hereby appropriated to pay the costs of issuance
of the Bonds and for the purpose of paying the cost of the Project, and that portion thereof not
needed to pay such costs of issuance is hereby ordered deposited into the Capital Improvement
Account of the Village. Alternatively, the Treasurer may allocate such proceeds to one or more
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related project funds of the Village already in existence; provided, however, that this shall not
relieve the Treasurer of the duty to account for the proceeds as herein provided. Any such one or
more funds shall also be referred to hereinafter, collectively as the"Project Fund." 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.
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 Internal Revenue Code of 1986,
as amended (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(the "IRS") 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 IRS 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.
The Board hereby authorizes 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
regarding the specific use of the proceeds of the Bonds as approved by the Board and as may be
necessary to assure that the use thereof will not cause the Bonds to be arbitrage bonds and to assure
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that the interest on the Bonds will be exempt from federal income taxation. In connection
therewith,the Village and the Board further agree: (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. 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 15. Duties of Bond Registrar. If requested by the Bond Registrar, the President
and Village Clerk of the Village 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;
(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 give notice of redemption of the Bonds as provided herein;
(d) to cancel and/or destroy Bonds which have been paid at maturity or submitted
for exchange or transfer;
(e) to furnish the Village at least annually a certificate with respect to Bonds
cancelled and/or destroyed; and
(f) 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.
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Section 16. Continuing Disclosure Undertaking. The President or Treasurer of the
Village is hereby authorized, empowered and directed to execute and deliver a Continuing
Disclosure Undertaking (the "Continuing Disclosure Undertaking") in connection with the
issuance of the Bonds,with such provisions therein as he or she shall approve,his or her execution
thereof to constitute conclusive evidence of his or her approval of such provisions. 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 of this Ordinance, the
sole remedies for failure to comply with the Continuing Disclosure Undertaking shall be the ability
of the beneficial owner of any Bond to seek mandamus or specific performance by court order, to
cause the Village to comply with its obligations under the Continuing Disclosure Undertaking.
Section 17. Record-Keeping Policy and Post-Issuance Compliance Matters. On
April 19, 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. Superseder and Effective Date. All ordinances, resolutions, and 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 and approval.
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Trustee Weidenfeld moved to waive second reading of the ordinance. Trustee Johnson
seconded the motion. The motion passed on the following roll call vote:
AYES: 6—Sussman, Ottenheimer, Weidenfeld, Johnson, Smith, Pike
RECUSE: 1 — Stein
NAYS: 0—None
ABSENT: 0—None
ADOPTED: August 15, 2022
APPROVED: August 15, 2022
/L4A401tAidA4D
President, V. age of Buffalo Grove
Lake and Cook Counties, Illinois
Recorded in the Village Records: August 15, 2022.
ATTEST:
Village rk, Village of Buffalo Grove
Lake and Cook Counties, Illinois
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