2022-08-15 - Ordinance 2022-081 - authorizing the Village to execute a term sheet with Northbrook Bank & Trust Co, National Association, related to a line of credit to finance capital imprv incl, purchasing and imprv a bldg to serve as a public works fac ORDINANCE NUMBER 0-2022-081
AN ORDINANCE authorizing the Village of Buffalo Grove, Lake
and Cook Counties, Illinois, to execute a term sheet with
Northbrook Bank & Trust Company, National Association, related
to a line of credit 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.
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 money 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 provide for the financing of the
Project through execution of a line of credit with a bank(the "LOC");"); and
WHEREAS, the Village has received an offer for the LOC, as evidenced by a term sheet in
the form attached hereto as Exhibit A (the "Term Sheet"), from Northbrook Bank & Trust
Company,National Association(the "Bank"); and
WHEREAS, the Village has determined that it is in the best interest of the Village to accept
the proposal from the Bank and execute the Term Sheet:
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 to Proceed; Execution of Term Sheet. The Board hereby
determines to accept the proposal of the Bank and proceed with the negotiation of the final terms
of the Line and, in connection therewith, the Village Manager is hereby authorized to execute the
Term Sheet in substantially the form attached hereto as Exhibit A.
Section 3. Board to Approve Final Terms and Form of Line. Prior to execution of the
Line and related documentation, the Board shall approve an ordinance containing the final terms
of the Line and the form of the Line.
Section 4. 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—Stein, Ottenheimer, Weidenfeld, Johnson, Smith, Pike
NAYS: 0—None
ABSENT: 0—None
ADOPTED: August 15, 2022
APPROVED: August 15, 2022
(&)L0-6114
President,V ge of Buffalo Grove
Lake and Cook Counties, Illinois
Recorded in the Village Records: August 15, 2022.
ATTEST:
Village—Clerk, Village of Buffalo Grove
Lake and Cook Counties, Illinois
EXHIBIT A
TERM SHEET
Wintrust Commercial Banking
Northbrook Bank&Trust Company, N.A.a
Wintrust Community Bank
Village of Buffalo Grove
Committed Term Sheet for a
$7,500,000 Line of Credit
August 1,2022
Commitment: Northbrook Bank &Trust Company, N.A. is pleased to offer this commitment to provide
the Village of Buffalo Grove with a Line of Credit, subject to the terms and conditions set
forth below:
Borrower: Village of Buffalo Grove (the "Village").
Facility: Revolving Line of Credit (the "Line") to finance and reimburse the Village for, various
capital projects(collectively, the "Projects") and pay issuance costs.
Amount: Up to $7,500,000.
Term: Up to 3 years from Initial Funding ("Maturity").
Draws: Funds may be drawn over an Availability Period of up to 3 years from the date of Initial
Funding, which must be an amount of least$50,000. We would expect that requests for
advances that are deemed by the Bank to be properly executed and submitted will be
funded on the next business day under normal circumstances.
Repayment: Draws on the Line will be a general obligation payable from all legally available Village
funds.
Amortization: Principal will be payable at Maturity and may be prepaid in whole or part at any time
without penalty.
Interest: Draws shall pay interest payable on a monthly basis. The interest rate shall be set
monthly using one on the two formulas set for below:
Index Rate: AMERIBOR TERM 30 (Recent rates are posted at www.Ameribor.net.
The Ticker is AMERIBOR 30T.)
Taxable: AMERIBOR 30T plus 0.85%.Today's indicative rate is 3.186%.
Tax-Exempt: 91%of the Taxable Rate. Today's indicative rate is 2.899%.
Floor Rate: For purposes of setting the interest rate on draws,AMERIBOR 30T
cannot fall below 1.0%. AMERIBOR 30T was 2.33579% on July 31, 2022.
Northbrook Bank&Trust Company's Commitment to Provide the Village of Buffalo Grove with a$7,500,000 Line of Credit
Fees: Origination Fee: $5,000.
Non-Usage Fee: None.
Processing Fee: None.
The Village will be responsible for all third party costs related to this Line.
Deposits: The Village will maintain its primary depository relationship with the Bank during the full
term of the Line.
Covenants: None.
Reporting: Annual Audited Financial Statements will be due 210 days from fiscal yearend.
Legal: The Village will engage, at its expense, Bond Counsel with recognized municipal bond
expertise to represent the District in this transaction. Bond Counsel will draft the Line,
the authorizing ordinance, and other documentation typical for a financing of this type.
Bond Counsel will provide the Village and the Bank with an opinion that (i) draws on the
Line are valid and legally binding upon the Village (except as may be limited by
bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting
creditors' rights and by equitable principles whether considered at law or in equity,
including the exercise of judicial discretion), (ii) interest on the Line is tax-exempt to the
holders thereof(if applicable).
If the Village permits the Bank to confer with Bond Counsel to address any issues that
arise, we will seek to provide this financing without engaging bank counsel. We will
notify the Village promptly and provide an estimate of legal fees, however, if we
determine that we will need to engage counsel to represent us in this transaction.
Prerequisites: Funding under the Line shall be subject to the Bank's receipt of executed
documentation and an opinion of Bond Counsel, all in form and substance satisfactory
to the Bank.
Not a Fiduciary: The Bank is not a fiduciary of the Village.The Bank will offer no opinion on the
competitive nature of the proposed pricing nor advise the Village on potential
alternatives.
Availability: Unless extended in writing by the Bank, this Commitment will expire on September 1,
2022, if the Village has not accepted this offer in writing and on October 1, 2022, if the
Village has not completed the Initial Funding.
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Northbrook Bank&Trust Company's Commitment to Provide the Village of Buffalo Grove with a$7,500,000 Line of Credit
Accepted: /-Zer;
Name: j4iv6 C. 1A466
Title: UC?M ( 6/41(Ac�c
Date: OB7G/2o2z
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