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2022-09-19 - Ordinance 2022-099 - providing for the issuance of $7,500,000 General Obligation Revolving Line of Credit Note, to pay the costs of capital projects, security and payment of said note and authorizing the sale of said note ORDINANCE NUMBER 0-2022-099 AN ORDINANCE providing for the issuance of not to exceed $7,500,000 General Obligation Revolving Line of Credit Note of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, to pay the costs of capital projects in and for the Village, providing for the security for and payment of said note and authorizing the sale of said note to Northbrook Bank& Trust Company,N.A. 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(the "Home Rule Powers"); and WHEREAS, pursuant to the Home Rule Powers, 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 "Village 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 complete various capital projects in and for the Village (the "Project"); and WHEREAS, Northbrook Bank & Trust Company, N.A. (the "Purchaser"), has offered to the Village a revolving line of credit with a principal amount not to exceed $7,500,000 (the "Revolving Line of Credit") for the purpose of paying the costs of the Project; and WHEREAS, the Board does hereby determine that it is in the best interest of the Village to accept the offer of the Purchaser to enter into the Revolving Line of Credit, which will be evidenced by a Tax-Exempt General Obligation Revolving Line of Credit Note (the "Note") to be issued by the Village and sold to the Purchaser hereunder in a maximum principal amount of $7,500,000: Now THEREFORE Be It and It Is Hereby Ordained by the President and Board of Trustees of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, in the exercise of its home rule powers, as follows: Section 1. Definitions. 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. A. The following words and terms are as defined in the preambles. Home Rule Powers Note Project Purchaser Revolving Line of Credit Village Village Board B. The following words and terms are defined as set forth. "Code" means the Internal Revenue Code of 1986, as amended. "Designated Officer" means the President, the Village Manager, the Finance Director and the Village Treasurer or any other office or employee of the Village so designated by a written instrument signed by the President or the Village Treasurer. "Face Amount" means the authorized maximum amount of the Note, as stated on its face. "Maturity Date" means the date on which the principal of the Note is due and owing under the Note. "Note Register" means the books of the Village kept by the Note Registrar to evidence the registration and transfer of the Note. "Note Registrar"means the Purchaser. -2- "Ordinance" means this Ordinance as originally introduced and adopted and as the same may from time to time be amended or supplemented in accordance with the terms hereof. "Purchaser" means Northbrook Bank & Trust Company, N.A., the purchaser of the Note. "Regular Record Date" means the day immediately prior to any interest payment date on the Note. "Tax-exempt" means, with respect to the Note, the status of interest paid and received thereon as excludable from the gross income of the owner thereof under the Code for federal income tax purposes and as not included as an item of tax preference in computing the alternative minimum tax for individuals and corporations under the Code. Section 2. Findings. The Village Board hereby finds and determines that (a) all of the recitals contained in the preambles to this Ordinance are full, true and correct and hereby incorporates them into this Ordinance by this reference; (b) this Ordinance is adopted pursuant to the Home Rule Powers; (c) it is necessary and in the best interests of the Village that the Village adopt this Ordinance; and (d) it is necessary and in the best interests of the Village to borrow money for the purposes authorized herein and the execution and delivery of the Note is for a proper public purpose and is in the public interest. Section 3. Execution of the Note Authorized. The Village is hereby authorized to enter into the Note with the Purchaser in substantially the form attached hereto as Exhibit A with such changes as necessary to evidence the Revolving Line of Credit and acceptable to Chapman and Cutler LLP, Bond Counsel, and within the limitations set forth in this Ordinance. The President be, and hereby is, authorized, empowered and directed to execute the Note, and his or her execution thereof shall constitute conclusive evidence of the approval of any and all terms -3- contained in the Note by the Village Board, and the Village Clerk be, and hereby is, authorized, empowered and directed to attest the Note in the name, for and on behalf of the Village, and thereupon to cause the Note to be delivered to the Purchaser. From and after the execution and delivery of the Note, 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 Note as executed and each Designated Officer is hereby authorized to make requests for advances pursuant to the Note; and the Note shall constitute, and hereby is made, a part of this Ordinance, and a copy of the Note shall be placed in the official records of the Village, and shall be available for public inspection at the office of the Village Board. Section 4. Note Details. The Note is hereby authorized to be delivered as a note in evidence of the Revolving Line of Credit and shall be delivered in the principal amount of not to exceed $7,500,000, such final amount to be set forth on the face of the Note. The Note shall be dated when delivered (the "Dated Date") but not later than October 31, 2022, and the amount of the Note issued, being the sum of the amounts advanced under the Note, not in excess of the Face Amount, less in each case principal payments made from time to time thereon, shall be the "Outstanding Principal Amount" of the Note,provided however, that the Village may reborrow any amounts drawn and repaid provided that the Face Amount is not exceeded. The Outstanding Principal Amount of the Note from time to time outstanding shall bear interest at the Tax- Exempt Rate (as defined in the Note),provided, however, that in no event shall such rate exceed nine percent(9%)per annum, with interest payable on such date or dates as provided in the Note, upon prepayment and on the Maturity Date. The Maturity Date shall be not later than three years from its Dated Date. Any Designated Officer is authorized to sign an advance request form under the Note, or to attest to the signature of another Designated Representative on such form. -4- The Note shall continue to bear interest on the Outstanding Principal Amount from time to time at the rate provided, in each case from the time advanced until duly paid or provided for, such interest being computed as provided in the Note. Subject to the provisions of the Note, the interest on and all payments of principal of the Note shall be payable in lawful money of the United States of America, or by electronic funds transfer of lawful money of the United States of America, upon presentation at the office of the Note Registrar;provided, however, that so long as a financial institution is the registered owner of the Note, then such payments shall be made by check or draft or electronic funds transfer or account transfer to the person in whose name the Note is registered as evidenced by the Note Register at the close of business on the applicable Regular Record Date, which payment shall be made in lawful money of the United States of America and (if by check or draft) mailed to the address or(if by funds transfer)transferred to such account of such registered owner as it appears on the Note Register or at such other address or account as may be furnished in writing to the Note Registrar; and provided,further, that the final installment of principal of and interest on the Note shall be paid upon surrender in lawful money of the United States of America, at the principal office maintained for the purpose by the Note Registrar or its proper agent. The Note shall be redeemable or prepayable prior to maturity at the option of the Village, in whole or in part on any date, at a redemption or prepayment price of par plus accrued interest to the date of redemption or prepayment. The Note may be repaid in whole or in part as provided in the Note. The Note shall be in a form customary for the public finance industry and as provided by bond counsel and as approved by the President or the Village Treasurer, his or her execution thereof to constitute approval of all terms set forth therein by the Village Board, and shall be attested by the manual signature of the Village Clerk, and in case any officer whose signature -5- shall appear on the Note shall cease to be such officer before the delivery of the Note, such signature shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. The Note shall further contain any final business terms to be negotiated between the Village and the holder of the Note and not otherwise set forth in this Ordinance, provided that no final business term shall be inconsistent with the provisions of this Ordinance. The execution by the Village of the fully registered Note shall constitute full and due authorization of the Note, and the Note Registrar shall thereby be authorized to authenticate, date and deliver the Note. The person in whose name the Note shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of the principal of or interest on the Note shall be made only to or upon the order of the registered owner thereof or the owner's legal representative. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Note to the extent of the sum or sums so paid. The Note shall have thereon a certificate of authentication duly executed by the Note Registrar as authenticating agent of the Village and showing the date of authentication. The Note shall not be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the Note Registrar by manual signature, and such certificate of authentication upon the Note shall be conclusive evidence that the Note has been authenticated and delivered under this Ordinance. Section 5. Delivery of the Note. The Note hereby authorized shall be executed and delivered as herein provided as soon after the passage hereof as may be, and thereupon be deposited with the Village Treasurer. and be by said Treasurer delivered to the Purchaser; the contract for the sale of the Note is in all respects ratified, approved and confirmed, it being -6- hereby found and determined that the Note 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 contract for the sale of the Note. Any Designated Officer and such other officers and officials of the Village as may be necessary are hereby authorized to execute such other documents as may be necessary to effect the delivery of the Note and the transactions contemplated thereby, and execution thereof by such officers and officials is hereby deemed conclusive evidence of approval thereof with such changes, additions, insertions, omissions or deletions as such officers may determine, with no further official action of or direction by the Village Board. Section 6. Security; Payment. The security for the payment of the Note is and shall continue to be the full faith and credit general obligation pledge of the Village. to which as and to the extent necessary, for the purpose of providing funds required to pay the interest on the Note promptly when and as the same falls due, and to pay and discharge the principal thereof at maturity. The Village covenants and agrees with the Purchaser that so long the Note remains outstanding, the Village will take no action or fail to take any action which in any way would adversely affect the security for the Note. Section 7. Use of Proceeds, Project Fund. Note proceeds and other funds of the Village as noted shall continue to be and are hereby appropriated as follows: The drawdown of the principal proceeds of the Note shall be set aside in a separate fund, heretofore created, and designated as the "Project Fund, " and be used to pay the costs of the Project when due, including costs of issuance of the Note, and interest on or principal of the Note at any time there are insufficient funds from other sources to pay the same. The Village Treasurer shall continue to keep a complete and accurate record of the expenditure of the proceeds of the Note, including -7- the dates of each draw on the Note, the dates the amount of such draw were expended, the purposes of such expenditures by budget item and further detail, including to whom the payment was made, and the useful life of any capital asset for which payment is made. Further, if repayments are made on the Note from time to time, the Village Treasurer shall at the time of such prepayment allocate same to an expenditure as previously made and shall keep a record of such allocations. Section 8. Note Fund. There is hereby created a special fund of the Village designated "Note and Interest Fund of 2022" (the "Note Fund") which shall be the fund of the Village to be used to pay the principal of and interest on the Note. Prior to the date on which any payment of principal of or interest on the Note is due, the Village shall deposit funds of the Village on hand and lawfully available for such purpose to the Note Fund for the purpose of making such payment. The Note Fund is a trust fund established for the purpose of carrying out the covenants, terms and conditions imposed upon the Village by this Ordinance. Section 9. General Covenants. The Village affirms and again covenants and agrees with the Purchaser that, so long as the Note remains outstanding and unpaid: (a) The Village will punctually pay or cause to be paid the principal of and interest on the Note in strict conformity with the terms of the Note and this Ordinance, and it will faithfully observe and perform all of the conditions, covenants and requirements thereof. (b) The Village will keep, or cause to be kept, proper books of record and accounts, separate from all other records and accounts of the Village, in which complete and correct entries shall be made of all transactions relating to the Project. Such books of record and accounts shall at all times during business hours be subject to the inspection of the Purchaser or its representatives authorized in writing. -8- (c) The Village will furnish a copy of the annual financial statements of the Village to the Purchaser promptly when such financial statements become available, and in any event, within 210 days of the close of such fiscal year. (d) The Village will preserve and protect the security of the Note and the rights of the registered owners of the Note. (e) The Village will adopt, make, execute and deliver any and all such further ordinances, resolutions, instruments and assurances as may be reasonably necessary or proper to carry out the intention of, or to facilitate the performance of, this Ordinance, and for the better assuring and confirming unto the registered owner of the Note of the rights and benefits provided in this Ordinance. Section 10. 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 Notes) if taking, permitting or omitting to take such action would cause any of the Notes to be an arbitrage bond or a private activity bond within the meaning of the Code or would otherwise cause the interest on the Notes 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 Notes, 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 Notes from time to time outstanding that, to the extent possible under Illinois law, it will comply with -9- whatever federal tax law is adopted in the future which applies to the Notes and affects the tax- exempt status of the Notes. The Board hereby authorizes the officials of the Village responsible for issuing the Notes, the same being the President and Village Clerk, to make such further covenants and certifications regarding the specific use of the proceeds of the Notes as approved by the Board and as may be necessary to assure that the use thereof will not cause the Notes to be arbitrage bonds and to assure that the interest on the Notes 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 Notes 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 Notes; (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 11. Duties of Note Registrar. If requested by the Note Registrar, the President and Village Clerk of the Village are authorized to execute the Note Registrar's standard form of agreement between the Village and the Note Registrar with respect to the obligations and duties of the Note Registrar hereunder which may include the following: (a) to act as note registrar, authenticating agent, paying agent and transfer agent as provided herein; (b) to maintain a list of Noteholders 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 Notes as provided herein; (d) to cancel and/or destroy Notes which have been paid at maturity or submitted for exchange or transfer; -10- (e) to furnish the Village at least annually a certificate with respect to Notes cancelled and/or destroyed; and (f) to furnish the Village at least annually an audit confirmation of Notes paid, Notes outstanding and payments made with respect to interest on the Notes. Section 12. 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 13. Publication of Ordinance. A full, true and complete copy of this Ordinance shall be published in pamphlet form by authority of the Village Board. -11- Section 14. 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. AYES: 5—STEIN,OTTENHEIMER,WEIDENFELD, SMITH,PIKE NAYS: 0-None ABSENT: 1 —Johnson ADOPTED: September 19, 2022 APPROVED: September 19, 2022 President, i e of Buffalo Grove, Lake and Cook Counties, Illinois RECORDED In Village Records: September 19, 2022. PUBLISHED in pamphlet form by authority of the Village Board on September 20, 2022. ATTEST: ;> Villag � Village GIe'tk Villa of Buffalo Grove, Lake and Cook Counties, Illinois -12- EXHIBIT A FORM OF NOTE PROMISSORY NOTE Page 1 Borrower: Village of Buffalo Grove, Lender: Northbrook Bank & Trust Lake and Cook Counties, Company N.A. Illinois 1100 Waukegan Road 50 Raupp Boulevard Northbrook, Illinois 60062 Buffalo Grove, Illinois 60089 Maximum Principal Amount Dated Date Maturity Date $7,500,000 September 28,2022 September 28,2025 PROMISE TO PAY. The Village of Buffalo Grove, Lake and Cook Counties, Illinois (the "Borrower") promises to pay to Northbrook Bank & Trust Company N.A. (the "Lender"), or order, in lawful money of the United States of America, the Outstanding Principal Amount of this Tax-Exempt General Obligation Revolving Line of Credit Note. The "Outstanding Principal Amount" is that amount, not to exceed the Maximum Principal Amount of this Note as set forth above, shown as advanced in even multiples of$1,000 from time to time and received by the Borrower for value,provided that the initial advance shall be not less than $50,000, as is noted on this Note in the form of Advances for Value hereon, and further provided that no advances shall be made after September 1, 2025 (the "Availability Period"). The Outstanding Principal Amount is subject to reduction for prepayment thereof as hereinafter provided. Following any such prepayment, the Borrower may reborrow such prepaid amounts provided that the limitations of the preceding sentence are not exceeded. The Borrower promises to pay interest on the Outstanding Principal Amount at a rate equal to the Tax-Exempt Interest Rate (as hereinafter defined) calculated as described under Tax-Exempt Interest Rate below. The Outstanding Principal Amount of this Note shall become due and payable on the maturity date set forth above (the "Maturity Date"). The interest rate may change under the terms and conditions of the "INTEREST AFTER DEFAULT" paragraph herein. TAX-EXEMPT INTEREST RATE. "Tax-Exempt Interest Rate" means, for any Interest Period, the floating rate equal to 91% of AMERIBOR plus 0.85%per annum provided, however, that such rate may not exceed 9.00% per annum. "AMERIBOR" means, for any Interest Period, the greater of(a) the American Interbank Offered Rate (derived rates) for such Interest Period, which has been referred to by the AMERIBOR Administrator as (and for which the ticker symbol provided by the AMERIBOR Administrator has been) AMERIBOR TERM-30 (AMBOR30T), as provided by the AMERIBOR Administrator to, and as published by, any authorized distributor of such rate on the day (the "Rate Setting Date") two Business Days prior to the first day of such Interest Period (provided that if AMERIBOR is not so published for any Interest Period, AMERIBOR for such Interest Period shall be the AMERIBOR most recently published prior to such Rate Setting Date for a tenor that is the same as that of the AMERIBOR Tenor so long as the date such most recently published AMERIBOR was published is not more than three Business Days prior to such Rate Setting Date), and (b) if AMERIBOR as calculated under (a) for any Interest Period would otherwise be less than 1.00%, AMERIBOR for such Interest Period will be deemed to equal 1.00%. "Interest Period" means the period commencing on the Dated Date or the last day of the immediately preceding Interest Period, and ending on the numerically corresponding day in the calendar month that is one month thereafter. "AMERIBOR Administrator" means American Financial Exchange, LLC, as the administrator of the American Interbank Offered Rate (or any successor administrator of such rate). "AMERIBOR Tenor" PROMISSORY NOTE Page 2 means 30 days. "Business Day" any day except for(i) a Saturday, (ii)a Sunday or(iii) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. Notwithstanding anything to the contrary in this Note, in the event that, for whatever reason, AMERIBOR is not provided by the AMERIBOR Administrator, or is not published by an authorized distributor of AMERIBOR, or is not available to the Lender, the Lender may, by notice to the Borrower, change the interest rate borne by this Note to the applicable rate derived from the formula set forth in the definition of Tax-Exempt Interest Rate hereunder if the term "AMERIBOR" is replaced with the term "Term SOFR" in such definition. "Term SOFR" means, for any Interest Period, the greater of(a) a rate per annum equal to the 1-Month CME Term SOFR Reference Rate that is administered by the Term SOFR Administrator for such Interest Period that appears on the applicable page of the CME Group website that sets forth CME Term SOFR Reference Rates (or that is distributed by such other serviced selected by the Lender from time-to-time that provides quotations of Term SOFR) on the Rate Setting Date, provided that if such rate is not so published for any Interest Period, the rate used for such Interest period shall be the CME Term SOFR Reference Rate most recently published prior to such Rate Setting Date for a period with a duration that is the same as that of such Interest Period so long as the date such most recently published rate was published is not more than three Business Days prior to such Rate Setting Date, and (b) if Term SOFR as calculated under (a) for any Interest Period would otherwise be less than 1.00%, Term SOFR for such Interest Period will be deemed to equal 1.00%. "Term SOFR Administrator" means CME Benchmark Administration Limited(or any successor). PAYMENT. This Note shall bear interest on the Outstanding Principal Amount from time to time at the Tax-Exempt Interest Rate, in each case from the time advanced until paid or duly provided for, such interest computed upon the basis of a 360-day year of twelve 30-day months, but charged on the actual number of days elapsed, and being payable on the 28th day of each month, commencing October 28, 2022. Unless otherwise agreed or required by applicable law, payments will be applied first to any accrued unpaid interest; then to principal; then to any unpaid collection costs; and then to any late charges. Borrower will pay Lender at Lender's office or at such other place as Lender may designate in writing. Borrower may also pay lender by automatic debit from account number PREPAYMENT. Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Early payments will not, unless agreed to by Lender in writing, relieve Borrower of Borrower's obligation to continue to make payments of accrued unpaid interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to send Lender payments marked "paid in full", "without recourse", or similar language. If Borrower sends such a payment, Lender may accept it without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes "payment in full" of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount must be PROMISSORY NOTE Page 3 mail or delivered to: Northbrook Bank & Trust Company N.A., c/o Miriam Campbell, 1100 Waukegan Road,Northbrook, Illinois 60062. LATE CHARGE. If a payment is 10 days or more late, Borrower will be charged 5.00% of the unpaid portion of the regularly scheduled payment or$50.00, whichever is greater. INTEREST AFTER DEFAULT. Upon an Event of Default (as defined below), failure to pay upon final maturity, the interest rate on this Note shall be increased by 6.00 percentage points, provided, however, that the interest rate borne by the Note shall not exceed 9.00%. This provision shall not be invoked with respect to a Payment Default unless Lender provides notice and Borrower fails to cure in accordance with the Cure Provisions paragraph herein. DEFAULT. Each of the following shall constitute an event of default ("Event of Default") under this Note: Payment Default. Borrower fails to make any payment when due under this Note and fails to cure after Lender notice in accordance with the Cure Provisions paragraph herein. Other Defaults. Borrower fails to comply with or to perform any other term obligation, covenant or condition contained in any other agreement between Lender and Borrower. False Statements. Any warranty, representation or statement made or furnished to Lender by Borrower or on Borrower's behalf under this Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. Insolvency. The dissolution or termination of Borrower as a going concern, the insolvency of Borrower, the appointment of a receiver for any part of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Borrower. Creditor or Forfeiture Proceedings. Commencement of foreclosure or forfeiture proceedings, whether by judicial proceeding, self-help, repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan. This includes a garnishment of any of Borrower's accounts, including deposit accounts, with Lender. However, this Event of Default shall not apply if there is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basis of the creditor or forfeiture proceeding and if Borrower gives Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or a surety bond for the creditor or forfeiture proceeding, in a reasonable amount determined by Lender as being adequate reserve or bond for the dispute. Cure Provisions. Any default may be cured if Borrower, after Lender sends written notice to Borrower demanding cure of such default: (1) cures the default within fifteen (15) days of receipt of written notice; or (2) if the cure requires more than fifteen (15)days, immediately initiates steps which Lender deems in Lender's sole discretion to PROMISSORY NOTE Page 4 be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Effect of Event of Default. If any Event of Default occurs and fails to be cured, Lender shall have the option to terminate all commitments and obligations of Lender under this Note (including any obligation to make further advances or disbursements), and, at Lender's option and upon not less than ninety (90) days prior written notice to Borrower, all indebtedness shall become due and payable. In addition, Lender shall have all the rights and remedies available under this Note, at law or in equity. This provision shall not be invoked with respect to a Payment Default unless Lender provides notice and Borrower fails to cure in accordance with the Cure Provisions paragraph herein. ATTORNEYS' FEES; EXPENSES. If Lender hires third party to collect this Note due to lack of payment by Borrower, Borrower will pay any expenses incurred by Lender for said third party. This includes, subject to any limits under applicable law, Lender's reasonable attorneys' fee and Lender's reasonable legal expenses, whether or not there is a lawsuit, including attorneys' fees, expenses or bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by applicable law, Borrower also will pay any court costs, in addition to all other sums provided by law. FEES. Lender will not charge Borrower any fees related to non-usage of amounts available under the line of credit. Lender will charge the Borrower the sum of$5,000, plus any third-party costs, related to the issuance of the Note. BANK RELATIONSHIP. For as long as this Note is outstanding, the Borrower will maintain its primary depository relationship with the Lender. REPORTING. For as long as this Note is outstanding, the Borrower will annually provide Lender its Audited Financial Statements within 210 days after the end of the fiscal year. SECURITY. This Note is secured by the full faith and credit general obligation pledge of the Borrower and is payable from any lawfully available funds of the Borrower. GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Illinois without regard to its conflicts of law provisions. This Note has been accepted by Lender in the State of Illinois. CHOICE OF VENUE. If there is a lawsuit, Borrower and Lender agree upon request of the other to submit to the jurisdiction of the courts of Lake County, State of Illinois, LINE OF CREDIT. This Note evidences a revolving line of credit. Advances shall be made upon receipt by Lender of an Advance Request Form, the form of which is attached hereto as EXHIBIT A. All communications, instructions, or directions by telephone or otherwise to Lender are to be directed to Lender's office shown above. The following persons are authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, at Lender's address shown above, written notice of revocation of such authority: Village President, with the attestation of the Village Manager or the Finance Director of the PROMISSORY NOTE Page 5 Village. Borrower agrees to be liable for all sums either: (A) advanced in accordance with the instructions of an authorized person or (B) credited to any of Borrower's accounts with Lender. The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note, by Lender's internal records, including daily computer print-outs, or by any other reasonable written evidence. SUCCESSOR INTERESTS. The terms of this Note shall be binding upon Borrower, and upon Borrower's successors and assigns, and shall inure to the benefit of Lender and its successors and assigns. GENERAL PROVISIONS. If any part of this Note cannot be enforced, this fact will not affect the rest of the Note. Lender may delay or forgo enforcing any of its rights or remedies under this Note without losing them. Borrower and any other person who signs, guarantees or endorses this Note, to the extent allowed by law, may waive presentment, demand for payment, and notice of dishonor. Upon any change in the terms of this Note, and unless otherwise expressly stated in writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or endorser, shall be released from liability. All such parties agree that Lender may extend this loan or release any party or guarantor or collateral. PROMISSORY NOTE Page 6 PRIOR TO SIGNING THIS NOTE,THE REPRESENTATIVES OF BORROWER HAVE READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE. BORROWER AGREES TO THE TERMS OF THE NOTE HEREIN. BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE. BORROWER: VILLAGE OF BUFFALO GROVE, LAKE AND COOK COUNTIES, ILLINOIS BY: President, Board of Trustees ATTEST: BY: Village Clerk [Seal] ACKNOWLEDGED AND AGREED BY LENDER: NORTHBROOK BANK & TRUST COMPANY,N.A. BY: ITS: PROMISSORY NOTE Loan No: Page 7 EXHIBIT A ADVANCE REQUEST FORM Date: , 20 To: Northbrook Bank& Trust Company N.A. This Advance Request is furnished pursuant to that certain Promissory Note, dated as of September 28, 2022 (as amended, modified, supplemented or restated from time to time, the "Note") by and between the Village of Buffalo Grove, Lake and Cook Counties, Illinois ("Borrower"), and Northbrook Bank& Trust Company N.A. ("Lender"). Unless otherwise defined herein, capitalized terms used in this Advance Request have the meanings ascribed thereto in the Note. The undersigned Borrower hereby notifies Lender of its request of an advance of the amount loaned under the Note. The undersigned Borrower hereby requests that: (1) Lender advance the total amount of$ (the "Advance"),which Advance shall be made by transferring the amount of the Advance to an account held with the Lender; (2) The Borrowing Date for the requested Advance is , (must be a Business Day; (3) The undersigned Borrower hereby represents that, as of the Borrowing Date referenced herein,and after giving effect to the Advance requested hereby: (a) no Event of Default has occurred and is continuing; (b) the Advance will be used to finance or reimburse the Village for capital expenditures; (c) amounts loaned under the Note are a full faith and credit general obligation of the Village; (d) the person signing this Advance Request is duly authorized to execute and deliver it to Lender on behalf of the undersigned Borrower; and (e) this Advance Request is made in accordance with the Note. Village of Buffalo Grove, Lake and Cook Counties, Illinois By: Name: Title: ATTEST: Name: Title: