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2025-03-17 - Ordinance 2025-045 - providing for the issuance of $24,060,000 General Obligation Bonds, Series 2025ORDr\,\\cti )\iLuBER O-2025-045 AN ORDINANcE providing for the issuance of $24,060,000 General Obligation Bonds, Series 2025, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois, to finance capital improvernents in and for the Village including, but not limited to, construction of new fire stations and street improvements, 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. WHER-EAS, 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 lllinois, the Village of Buffalo Grove, Lake and Cook Counties, Illinois (the "ltillage"), is a home rule unit and may exercise any power or perform any function pertaining to its governmant 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 valorern 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 $24,060,000 to finance capital improvements in and for the Village including, but not limited to, construction of new fire stations and street improvements (collectively, the " Project"); and WHER-EAS, it is in the best interest of the Village to issue bonds of the Village in an aggregate principal amount of $24,060,000 to evidence said borrowing and for the purpose of paying costs ofthe Project: Now THEREFoRT 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 l. Incorporation of Preambles. The Board hereby finds that all ofthe recitals contained in the preambles to this Ordinance are true, correct and complete and does incorporate thern 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 supplernented 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 deerned to supersede the provisions of said code) (collectively, the "lct"), the Board has been authorized by law to borrow $24,060,000 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 $24,060,000 of said authorized sum and issue bonds in evidence thereot that such borrowing of money is necessary for the welfare of the govemment 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 $24,060,000 for the purpose aforesaid; and that bonds of the village (the "Bonds") shall be issued in said amount and shall be designated "Gereral obligation Bonds, Series 2025." 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 integal multiples thereof (but no single Bond shall represent installments ofprincipal maturing on more than one date), shall be numbered I and upward, and the Bonds shall become due and payable serially (subject to redernption prior to maturity as hereinafter provided) on December 30 ofeach ofthe years, in the amounts and bearing interest per annum as follows: 1 YEAR oF MATURITY PRINCIPAL AMOUNT RATE oF INTERIST 2026 $ 790,0002027 830,0002028 875,0002029 915,000 2030 965,000 2031 1,010,0002032 1,065,0002033 1,115,000 2034 1,170,000 2035 1,235,0002036 1,295,0002037 1,360,0002038 2,305,000 2039 2,415,000 2040 1,010,000 2041 1,050,000 2042 1,095,000 2041 1,140,000 2044 1,185,000 2045 1,235,000 The Bonds shall bear interest from their date s.000% 5.000% 5.000% s.000% 5.000% 5.000% 5.000% s.000% 5.000% s.000% 5.O00o/o 5.000o/o 5.000% s.000% 4.000o/o 4.000yo 4.000o/o 4.125% 4250% 4.250o/o 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 ofa 360-day year of twelve 30-day months) being payable on June 30 and December 30 of each year, commencing on December 30, 2025. 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 Registar"), 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 l5th 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 -3- 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 rernained 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 ofthe 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 Ov,ners. (a) General. The Village shall cause books (the " Bond Register") for the registration and for the fansfer of the Bonds as provided in this Ordinance to be kept at the designated corporate trust omce 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 ofBonds. Upon surrender for transfer of any Bond at the designated corporate tnrst 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 attomey 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 omce of the -4- 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, howeyer, the principal amount of outstanding Bonds of each maturity authenticated by the Bond Registrar shall not exceed the authorized principal amount of Bonds for such maturity less previous retirements. The Bond Registrar shall not be required to transfer or exchange any Bond during the period 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 redernption has been mailed, nor during a period of fifteen (15) days next preceding mailing ofa notice of redernption of any Bonds. The person in whose name any Bond shall be registered shall be deerned 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 ofthe registered owner thereof or his or her legal representative. All such payments shall be valid and effectual to satisfu 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 ofBonds, 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 ofBonds, except in the case of the issuance of a Bond or Bonds for the unredeemed portion of a Bond surrendered for redonption. (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 ofeach such Bond shall be -5- registered in the Bond Register in the name ofCede & Co., or any successor thereto ( "Cede "), as nominee of The Depository Trust Company, New York, New York, and its successors and assigns ("D?nC"). 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 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 lhe " Representation Letter"), which Representation Letter may provide for the payment ofprincipal ofor 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 hotds 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 redernption, or (iii) the paynent 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 ofor 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 6- redernption 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 attomeys duly authorized in writing, and all such payments shall be valid and effective to fully satisfu and discharge the Village's obligations with respect to payment of the principal ofand interest on the Bonds to the extent of the sum or sums so paid. No person other 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 I 5th 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 agreernent 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 notiff 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 altemate universal book-entry system, then the Bonds may be registered in whatever -7- nalne or names registered owners of Bonds transfefiing 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. Section 6. Redemption. (a') Opttonal Redemption. The Bonds due on and after Decernber 30, 2035, are subject to redernption 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 30,2034, or on any date thereafter, at the redernption price ofpar plus accrued interest to the date ofredernption. (b) General. The Bonds shall be redeerned 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 redernption date (unless a shorter time period shall be satisfactory to the Bond Registrar) notifu the Bond Registrar of such redernption date and ofthe principal amount, and maturity or maturities of Bonds to be redeerned. For purposes of any redanption of less than all of the outstanding Bonds ofa single maturity, the particular Bonds or portions ofBonds to be redeerned 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 deern fair and appropri ate; provided that such lottery shall provide for the selection for redemption ofBonds or portions thereof so that any $5,000 Bond or $5,000 portion ofa Bond shall be as likely to be called for redernption as any other such $5,000 Bond or $5,000 portion. The Bond Registrar shall make such selection upon the earlier of the irrevocable deposit of funds with an escrow agent sufficient to pay the redernption price of the Bonds to be redeerned or the time of the giving of official notice of redemption. -8- The Bond Registrar shall promptly noti$ the Village in writing of the Bonds or portions of Bonds selected for redernption and, in the case of any Bond selected for partial redonption, the principal amount thereof to be redeerned. Section 7. Redemption Procedure. Unless waived by any holder of Bonds to be redeemed, notice of the call for any such redanption shall be given by the Bond Registrar on behalfofthe Village by mailing the redernption notice by first class mail at least thirty (30) days and not more than sixty (60) days prior to the date fixed for redernption to the registered owner ofthe Bond or Bonds to be redeemed at the address shown on the Bond Register or at such other address as is fumished in writing by such registered owner to the Bond Registrar. All notices ofredanption shall state: (l) the redanption date, (2) the redemption price, (3) ifless than all outstanding Bonds are to be redeerned, the identification (and, in the case of partial redernption, the respective principal amounts) of the Bonds to be redeerned, (4) that on the redemption date the redernption 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 paynent of the redemption price, which place ofpayment 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 ofno force and -9- effect, the Village shall not rcdeem such Bonds, and the Bond Registrar shall give notice, in the same manner in which the notice of redernption shall have been given, that such moneys were not so received and that such Bonds will not be redeerned. Otherwise, prior to any redanption date, the Village shall deposit with the Bond Registrar an amount of money suffrcient to pay the redernption price of all the Bonds or portions ofBonds which are to be redeerned on that date. Subject to the provisions for a conditional redernption described above, notice of redernption having been given as aforesaid, the Bonds or portions of Bonds so to be redeerned 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 redernption 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 redernption date shall be payable as herein provided for payment of interest. Upon surrender for any partial redanption ofany 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 redernption shall not be so paid upon surrender thereof for redanption, the principal shall, until paid, bear interest from the redemption date at the rate borne by the Bond or portion ofBond so called for redemption. All Bonds which have been redeerned 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 I I ]: -10- REGISTERED No. See Reverse Side for Additional Provisions. Interest Rate:o//o [Form ofBond - Front Side] UNITED STATES oF AMERICA STATE oF ILLI:{oIS CouNTrEs oF LAKE AND CooK VTLLAGE oF BUFFALo GRovE GENERAL OBLIGATIoN BoND, SERIES 2025 REGISTERED $ Maturity Date: December 30, 20 Dated Date: April 8,2025 CUSIP: 119535 Registered Owner: CEDE & Co. Principal Amount: t1l 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 itselfto 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 ofa 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 Decernber 30 of each year, commencing December 30, 2025, 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 -11- interest shall be made to the Registered Owner hereof as shown on the registration books of the Village maintained by the Bond Registrar, at the close of business on the l5th 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. t2] 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. t3l It is hereby certified and recited that all conditions, acts and things required by the Constitution and Laws of the State of lllinois 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 ofthe 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. l4l rhis 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. -12- IN WtTNEss WHERToF 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. President,of Buffal o Lake and Cook Coueti,es, Illinois ATTEST: f Btuxio., Vi lerk, Village of Buffalo Grove Lake and Cook Counties, Illinois ISEALI Date of Authentication:202s CERTIFIcATE OF AUTHENTICATIoN This Bond is one ofthe Bonds described in the within-mentioned Ordinance and is one of the General Obligation Bonds. Series 2025, of the Village of Buffalo Grove, Lake and Cook Counties, Illinois. AMALGAMATED BANK oF CHICAGo as Bond Registrar Bond Registrar and Paying Agent: Amalgamated Bank of Chicago, Chicago, Illinois Sl'l:L I\ll:\ Authorized Officer -l3- By IFoRM oF BoND - REVERSE SrDE] VILLAGE oF BL-FFALo GRovE LAKE AND CooK CouNTtEs, ll-l,rNors -14- GENERAL OBLTGATIoN BoND, SERTES 2025 t6l This Bond is one ofa series ofbonds (the " Bonds") issued by the Village to finance capital improvements in and for the Village including, but not limited to, construction of new fire stations and street improvements and pay expenses incidental thereto, all as described in the Ordinance of the Village, adopted by the President and Bodrd of Trustees of the Village on the 17th day of March, 2025, authorizing the Bonds (the "Ordinanc" "), pursuant to and in all respects in compliance with the applicable provisions of the lllinois Municipal Code, as amended; as further supplanented and, where necessary, superseded, by the powers of the Village as a home rule unit under the pmvisions of Section 6 of Article VII of the lllinois Constitution of 1970; and as further supplanented by the Local Government Debt Reform Act of the State of inois, 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. t7l Bonds of the issue of which this Bond is one maturing on and after Decernber 30, 2035, are subject to redernption 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 Decernber 30, 2034, and on any date thereafter, at the redernption price of par plus accrued interest to the redernption date. tSl Notice ofany such redanption 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 redernption to the registered owner ofeach 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 fumished in writing by such registered owner to the Bond Registrar. When so called for redernption, this Bond will cease to bear interest on the specified redemption date, provided funds for redemption are on deposit at the place ofpayment at that time, and shall not be deerned to be outstanding. tgl This Bond is transferable by the Registered Owner hereof in person or by his or her attomey duly authorized in writing at the designated corporate trust office of the Bond Registrar in Chicago, lllinois, 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. [0] 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 l5th day of the month of any interest payment date on such Bond and ending at the opening ofbusiness on such interest payment date, nor to transfer or exchange any Bond after notice calling such Bond for redanption has been mailed, nor during a period offifteen (15) days next preceding mailing of a notice of redemption ofany Bonds. I I ] The village and the Bond Registrar may deern 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. -l5- ASsIG\\TE\.I. FoR VALUE RECEIVED, the undersigned sells, assigt, and transfers unto Here insert Social Security Number, Employer Identification Number or other Identifoing Number (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint as attomey to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises. Dated: Sigaature guaranteed: -16- 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 ofBonds. 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 KeyBanc capital Markets, Denver, colorado, the same being the best bidder at public sale of the Bonds (lhe "Purchaser"), upon receipt ofthe purchase price therefor, the same being $25,537,g7g.05; 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 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 Offrcial Statement relating to the Bonds (the " Official Statement") is hereby ratified, approved and authorized; the execution and delivery of the Official Staternent 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 contanplated by the Purchase Contract, this Ordinance, said Preliminary Official Staternent, the Official Staternent and the Bonds. Section 10. Tax Lety; 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 thern are outstanding, a direct annual tax suffrcient 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 "): -17- FoR THE YEAR A TAx SUFFICIENT To PRoDUCE THE SUM oF: 2025 $1,933,325.00 for interest up to and including December 30,20262026 $ 1,933,825.00 for interest and principal 2027 $1,937,325.00 for interest and principal2028 S1,933,575.00 for interest and principal2029 $1,937,825.00 for interest and principal2030 $1,934,575.00 for interest and principal 2031 $1,939,075.00 for interest and principal 2032 51,935,825.00 for interest and principal2033 $1,935,075.00 for interest and principal2034 $ 1,941,575.00 for interest and principal 2035 $1,939,825.00 for interest and principal2036 $ 1,940,075.00 for interest and principal2037 $2,817,075.00 for interest and principal2038 $2,811,825.00 for interest and principal 2039 $ 1,286,075.00 for interest and principal2040 $ 1,285,675.00 for interest and principal2041 $ 1,288,675.00 for interest and principal2042 $1,289,875.00 for interest and principal 2043 $1,287,850.00 for interest and principal2044 $ 1,287,487.50 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 rernain outstanding, the Viltage will take no action or fail to take any action which in any way would adversely affect the ability of the Village to lery and collect the Pledged raxes 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 -18- Taxes, the Board shall, by proper proceedings, direct the transfer of such funds to the Bond Fund, and shall then further direct the abaternent of the taxes by the amount so deposited. The Village covenants and agrees that it will not direct the abaternent of taxes until money has been deposited into the Bond Fund in the amount of such abaternent. 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 (lhe "County Clerl<s"'), in a timely manner to effect such abatement. Section I l. Filing of Ordinance. Forthwith upon the passage of this Ordinance, the Village Clerk of the Village is hereby directed to file a certifie{ copy of this Ordinance with the County Clerks; and the County Clerks shall in and for each of the years 2025 to 2045, 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 ofthe 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 ofall 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 2025" (the "Bond Fund"), which taxes are hereby irrevocably pledged to and shall be used only for the purpose ofpaying the principal ofand 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 prernium 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 -19- lmprovernent Account of the Village. Alternatively, the Treasurer may allocate such proceeds to one or more 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 "Proiect Fund." At the time of the issuance of the Bonds, the costs of issuance of the Bonds may be paid by the Purchaser on behalfofthe Village fiom the proceeds of the Bonds. Section 13. Non-Arbitrage and Tax-Exemption. T\e 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 ofthe Internal Revenue Code of 1986, as amended (the "Code"), or would otierwise 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 Intemal Revenue Service (the "1ftS ") 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 ofthe 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 -20- and as may be necessary to assure that the use thereof will not cause the Bonds to be arbitrage bonds and to assure that the interest on the Bonds will be exempt from federal income taxation. In connection therewith, the Village and the Board further 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 deoned necessary or advisable by their officers, to ernploy and pay fiscal agents, financial advisors, attomeys, 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 ofthe new Bondholder and eliminate the name and address ofthe 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 ofthe 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 fumish such list to the Village upon request, but otherwise to keep such list confidential; (c) to give notice ofredemption ofthe 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 -21- (0 to fumish the Village at least annually an audit confirmation of Bonds paid, Bonds outstanding and payments made with respect to interest on the Bonds. Section 16. Continuing Disclosure Undertaking. The President or Treasurer of the Village is hereby authorized, ernpowered 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, ernpowered 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 reafiirm the poticy. ta Section 18. Superseder and Effective Date. All ordinances, resolutions, and orde$, 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. -23- Trustee Bocek moved to approve the ordinance. Trustee Cesario seconded the motion. The motion passed on the following roll call vote: AYES: 5 - Johnson. Cesario. Ottenheimer, Bocek. Weidenfeld RECUSE: NAYES: ABSENT: ADOPTED: I - Stein 0 - None 0 - None March I 7. 2025 : March I 7 ,202s President,of Buffalo Grove Lake and Cook Counties, Illinois Recorded in the Village Records: March I 7, 2025. A1-rEST: C;o*.fTn, S^^"['ii^, Villag/ClErk, Village of Buffalo Grove Lake and Cook Counties, Illinois -a^?/\',t. .-: 4r"^/:-.