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HomeMy WebLinkAboutOrd 6042 12/04/2012 Providing for the Issuance of a $2500000 Obligation Installment Note, Series 2012ORDINANCE NO. 6042 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF A $2,500,000 GENERAL OBLIGATION INSTALLMENT NOTE, SERIES 2012, OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, TO PAY COSTS OF FLOOD CONTROL PROJECTS WITHIN THE VILLAGE, AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID NOTE. Passed and approved by the President and Board of Trustees the 4 day of December, 2012 Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois, the 5 t " day of December, 2012. Ordinance Number 6042 AN ORDINANCE providing for the issuance of a $2,500,000 General Obligation Installment Note, Series 2012, of the Village of Mount Prospect, Cook County, Illinois, to pay costs of flood control projects within the Village, and providing for the security for and payment of said note. PREAMBLES A. The Village of Mount Prospect, Cook County, Illinois (the "Village"), is a duly organized municipality under the laws of the State of Illinois, operating generally under the Illinois Municipal Code, as amended; has a population in excess of 25,000 as determined by the last official census; and pursuant to the provisions of Section 6 of Article VII of the Constitution of the State of Illinois (the "Constitution "), 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. B. Pursuant to the provisions of said Section 6 of Article VII of the Constitution, the Village has the power to incur debt payable from ad valorem tax receipts maturing within 40 years from the time it is incurred and without prior referendum approval. C. The President and Board of Trustees of the Village (the "Corporate Authorities") has considered the needs of the Village and has determined and does hereby determine that it is advisable, necessary, and in the best interests of the Village to finance the costs of providing various flood control projects within the Village, including Haden Heights Storm and Sanitary Sewer Improvements, Lonnquist Combined and Storm Sewer Improvements, Glendale Heights Stormwater Improvements and Lawrence Lane Storm Sewer Improvements (the "Project"). D. The estimated cost to the Village of the Project to be payable out of the original proceeds of the Note as provided in this Ordinance is the aggregate sum of not less than $2,500,000. E. While there are sufficient reserve funds on deposit, there are insufficient funds on hand and available to pay the costs of the Project, and it is necessary for that purpose that a sum to pay such costs be borrowed at this time; and, in evidence of such indebtedness, a general obligation installment note of the Village be issued in the principal amount of $2,500,000 and that such indebtedness be incurred and the Note be issued as described and defined below. Now THEREFORE Be It Ordained by the President and Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, as follows: Section 1. Definitions. Words and terms used in this Ordinance shall have the meanings given them, unless the context or use clearly indicates another or different meaning is intended. Words and terms defined in the singular may be used in the plural and vice - versa. Reference to any gender shall be deemed to include the other and also inanimate persons such as corporations, where applicable. A. The following words and terms are as defined in the preambles. Constitution Corporate Authorities Project Village B. The following words and terms are defined as set forth. "Act" means the Illinois Municipal Code, as supplemented and amended, and the home rule powers of the Village under Section 6 of Article VII of the Illinois Constitution of 1970. In the event of conflict between the provisions of said code and home rule powers, the home rule powers shall be deemed to supersede the provisions of said code. "Bank" means Mount Prospect State Bank, Mount Prospect, Illinois, as the purchaser of the Note. "Code" means the Internal Revenue Code of 1986, as amended. "Debt Service Fund" means the Debt Service Fund established and defined in Section 10 of this Ordinance. "Note" means the $2,500,000 General Obligation Installment Note, Series 2012, authorized to be issued by this Ordinance. "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 Treasurer of the Village or, as provided herein, a successor bank with trust powers or a trust company, duly authorized to do business as a note registrar and paying agent, as herein required. "Ordinance" means this Ordinance, numbered as set forth on the title page hereof, and passed by the Corporate Authorities on the 4th day of December, 2012. "Tax- exempt" means, with respect to the Note, the status of interest paid and received thereon as not includible in the gross income of the owners thereof under the Code for federal income tax purposes except to the extent that such interest will be taken into account in computing an adjustment used in determining the alternative minimum tax for certain corporations. "Treasurer" means the Treasurer of the Village. "Village Clerk" means the Village Clerk of the Village. C. Definitions also appear in the above preambles or in specific sections, as appearing below. The headings in this Ordinance are for the convenience of the reader and are not a part of this Ordinance. Section 2. Incorporation of Preambles. The Corporate Authorities hereby find that all of the recitals contained in the preambles to this Ordinance are true, correct, and complete and do incorporate them into this Ordinance by this reference. Section 3. Determination To Issue the Note. It is necessary and in the best interests of the Village and for the public health, safety, welfare, and convenience to provide for the Project, to pay all related costs and expenses incidental thereto, and to borrow money and issue the Note for such purposes. It is hereby found and determined that such borrowing of money is for a proper public purpose or purposes and is in the public interest, and is authorized by the Act. Section 4. Note Details. There shall be issued and sold the Note in the aggregate principal amount of $2,500,000. The Note shall be designated "General Obligation Installment Note, Series 2012 "; be dated the date of actual delivery thereof (the "Dated Date "); and shall also bear the date of authentication thereof. The Note shall be in fully registered form and shall become due and payable on December 1, 2019, with annual installments of principal repayments due and payable on December 1 of each of the years and in the amounts as follows: 2013 $ 25,000 2014 135,000 2015 400,000 2016 415,000 2017 420,000 2018 515,000 2019 590,000 The outstanding principal amount of the Note shall bear interest from time to time from the later of its Dated Date as herein provided or from the most recent interest payment date to which interest has been paid or duly provided for, until the full principal amount of the Note is paid or duly provided for, such interest (computed on the basis of a 360 -day year of twelve 30- day months) being payable on June 1 and December 1, commencing June 1, 2013, at the rate of 0.91% per annum. The installments of principal of and interest on the Note are payable in lawful money of the United States of America at the office of the Note Registrar; provided that payment of interest on the Note shall be made to the owner thereof by check or draft mailed by the Note Registrar to such owner at the address of such owner as it appears on the Note Register or at such other address as is furnished to the Note Registrar in writing by such owner. At the option of the owner of the Note, the installments of principal of and interest on the Note may be transferred by electronic transfer of immediately available funds to such owner pursuant to a written agreement between the owner and the Note Registrar. The Note shall be prepayable prior to maturity at the option of the Village, in whole or in part on any date, upon 15 days' prior written notice to the owner thereof, at a prepayment price of par plus accrued interest to the date of prepayment. Section 5. Execution; Authentication. The Note shall be executed on behalf of the Village by the President of the Village and attested by the Village Clerk, 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 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 have thereon a certificate of authentication, substantially in the form hereinafter set forth, 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 6. Registration of the Note; Person Treated as Owner. The Village shall cause a book (the "Note Register ") for the registration and for the transfer of the Note as provided in this Ordinance to be kept at the designated office of the Note Registrar, which shall be the registrar of the Village for the Note. The Note may be transferred, but only in the manner, subject to the limitations, and upon payment of the charges as set forth in this Ordinance. Upon surrender for transfer of the Note at the designated office of the Note Registrar, duly endorsed by or accompanied by a written instrument or instruments of transfer in form satisfactory to the Note Registrar and duly executed by the registered owner or an attorney for such owner duly authorized in writing, the Village shall execute and the Note Registrar shall authenticate, date, and deliver in the name of the transferee, a new fully registered Note of like tenor. The execution by the Village of any fully registered Note shall constitute full and due authorization of such Note, and the Note Registrar shall thereby be authorized to authenticate, date, and deliver such 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 his 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. No service charge shall be made to any registered owner of the Note for any transfer of the Note, but the Village or the Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any such transfer. Section 7. Form of Note. The Note shall be in substantially the form hereinafter set forth; provided, however, that if the text of the Note is to be printed in its entirety on the front side of the Note, then the second paragraph of the front side of the Note and the legend "See Reverse Side for Additional Provisions" shall be omitted and paragraphs on the reverse side of the Note shall be inserted immediately after the first paragraph on the front side. [FORM OF BOND - FRONT SIDE] REGISTERED REGISTERED No. 1 $2,500,000 UNITED STATES OF AMERICA STATE OF ILLINOIS THE COUNTY OF COOK VILLAGE OF MOUNT PROSPECT GENERAL OBLIGATION INSTALLMENT NOTE, SERIES 2012 See Reverse Side for Additional Provisions. Interest Maturity Dated Rate: 0.91% Date: December 1, 2019 Date: December 31, 2012 Registered Owner: MOUNT PROSPECT STATE BANK Principal Amount: Two Million Five Hundred Thousand Dollars KNOW ALL PERSONS BY THESE PRESENTS that the Village of Mount Prospect, Cook County, Illinois, a municipality and political subdivision of the State of Illinois (the "Village "), hereby acknowledges itself to owe and for value received promises to pay to the Registered Owner identified above, or registered assigns as hereinafter provided, the Principal Amount identified above, with annual installments of principal repayments due and payable on December 1 of each of the years and in the amounts as follows: 2013 $ 25,000 2014 135,000 2015 400,000 2016 415,000 2017 420,000 2018 515,000 2019 590,000 and to pay interest (computed on the basis of a 360 -day year of twelve 30 -day months) on the Outstanding Principal Amount of this Note from the later of the Dated Date of this Note 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, on June 1 and December 1 of each year, commencing June 1, 2013, until the entire principal amount is paid or provided for. The installments of principal of and interest on the Note are payable in lawful money of the United States of America at the office of the Treasure of the Village, as note registrar (the "Note Registrar "); provided that payment of interest on the Note shall be made to the owner thereof by check or draft mailed by the Note Registrar to such owner at the address of such owner as it appears on the note register of the Village or at such other address as is furnished to the Note Registrar in writing by such owner. At the option of the owner of the Note, the installments of principal of and interest on the Note may be transferred by electronic transfer of immediately available funds to such owner pursuant to a written agreement between the owner and the Note Registrar. This Note has been issued for the purpose of paying the costs of the Project as defined in the Ordinance, and of paying expenses incidental thereto, all as described and defined in the ordinance authorizing the Note (the "Ordinance"), pursuant to and in all respects in compliance with the applicable provisions of the Illinois Municipal Code, as supplemented and amended, and the home rule powers of the Village under Section 6 of Article VII of the Illinois Constitution of 1970, and with the Ordinance, which Ordinance has been duly adopted by the President and Board of Trustees of the Village on the 4th day of December, 2012, and approved by the President of the Village. This Note is subject to provisions relating to registration, prepayment and transfer; and such other terms and provisions relating to security and payment as are set forth in the Ordinance, to which reference is hereby expressly made, and to all the terms of which the Registered Owner hereof is hereby notified and shall be subject. The Village and the Note Registrar may deem and treat the Registered Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal hereof and interest due hereon and for all other purposes, and neither the Village nor the Note Registrar shall be affected by any notice to the contrary. It is hereby certified and recited that all conditions, acts, and things required by the Constitution and Laws of the State of Illinois to exist or to be done precedent to and in the issuance of this Note, have existed and have been properly done, happened, and been performed in regular and due form and time as required by law; that the indebtedness of the Village, represented by the Note, 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 security and payment for the Note. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Note Registrar. The Village has designated this Note as a "qualified tax - exempt obligation" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IN WITNESS WHEREOF the Village of Mount Prospect, Cook County, Illinois, by its President and Board of Trustees, has caused this Note to be executed by its President and attested by 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. ATTEST: Village Clerk, Village of k6nt Prospect, Cook County, Illinois President, Village of Mount Prospect, Cook County, Illinois [SEAL] Date of Authentication: CrOir�Z� , 20 ZcZ CERTIFICATE OF AUTHENTICATION This Note is described in the within - mentioned Ordinance and is the General Obligation Installment Note, Series 2012, of the Village of Mount Prospect, Cook County, Illinois. , � - reasurer, Village of Mount Prospect, Cook County, Illinois, as Note Registrar Note Registrar and Paying Agent: Treasurer, Village of Mount Prospect, Cook County, Illinois ASSIGNMENT FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto (Name and Address of Assignee) the within Note and does hereby irrevocably constitute and appoint as attorney to transfer the said Note on the books kept for registration thereof with full power of substitution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this transfer and assignment must correspond with the name of the Registered Owner as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. Section 8. Security; Payment. The obligation to make the payments due under the Note shall be a lawful direct general obligation of the Village payable from the general funds of the Village and such other sources of payment as are otherwise lawfully available. THE VILLAGE DOES NOT INTEND TO IMPOSE THE LEVY OF A SEPARATE TAX IN ADDITION TO OTHER TAXES OF THE VILLAGE OR THE LEVY OF A SPECIAL TAX UNLIMITED AS TO RATE OR AMOUNT TO PAY ANY OF THE AMOUNTS DUE ON THE NOTE. Section 9. Sale of the Note. The Note hereby authorized shall be sold and executed as in this Ordinance provided as soon after passage hereof as may be, and thereupon be deposited with the Treasurer or Director of Finance of the Village, and be by said official delivered to the Bank, upon payment of the purchase price agreed upon, the same being not less than par. The offer for the sale of the Note to the Bank is hereby ratified, approved and confirmed (the "Purchase Contract "), it being hereby found and determined that the Note has been sold at such price and bears interest at such rate 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 own name or indirectly in the name of any other person, association, trust or corporation, in the Purchase Contract. Section 10. Creation of Funds and Appropriations. Funds are established and Note proceeds and other funds of the Village are hereby appropriated as follows: A. Any amounts designated from time to time to pay the Note are hereby ordered to be deposited into the "General Obligation Installment Note, Series 2012, Debt Service Fund" (the "Debt Service Fund "), hereby created, which shall be the fund for the payment of principal of and interest on the Note. B. The principal proceeds of the Note shall be deposited into the "General Obligation Installment Note, Series 2012, Project Fund" (the "Project Fund "), hereby created. Moneys in such fund shall be withdrawn from time to time as needed for the payment of costs of the Project and paying the fees and expenses incidental thereto. C. Funds on deposit in the Note Fund or Project Fund may be invested at the direction of the Treasurer in any lawful manner. Section 11. General Arbitrage Covenants. 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 Note) if taking, permitting or omitting to take such action would cause the Note to be an arbitrage bond or a private activity bond within the meaning of the Code or would otherwise cause the interest on the Note to be included in the gross income of the recipients thereof for federal income tax purposes. The Village acknowledges that, in the event of an examination by the Internal Revenue Service of the exemption from Federal income taxation for interest paid on the Note, under present rules, the Village is treated as the "taxpayer" in such examination and agrees that it will respond in a commercially reasonable manner to any inquiries from the Internal Revenue Service in connection with such an examination. The Village also agrees and covenants with the purchasers and holders of the Note 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 Note and affects the tax - exempt status of the Note. The Corporate Authorities hereby authorize the officials of the Village responsible for issuing the Note, the same being the President, the Village Clerk and Treasurer, to make such further covenants and certifications as may be necessary to assure that the use thereof will not cause the Note to be an arbitrage bond and to assure that the interest on the Note will be exempt from federal income taxation. In connection therewith, the Village and the Corporate Authorities 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 Bond Counsel 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 Note; (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 12. Registered Form. The City recognizes that Section 149(a) of the Code requires the Note to be issued and to remain in fully registered form in order to be and remain Tax - Exempt. In this connection, the Village agrees that it will not take any action to permit the Note to be issued in, or converted into, bearer or coupon form. Section 13. Qualified Tax - Exempt Obligations. The Village hereby designates the Note as a "qualified tax - exempt obligation" for the purposes and within the meaning of Section 265(b)(3) of the Code. Section 14. Pertaining to the Note Registrar. If requested by the Note Registrar, either the President or Treasurer is authorized to execute the Note Registrar's standard form of agreement with respect to the obligations and duties of such parties hereunder. Subject to modification by the express terms of any such agreement, the Note Registrar agrees as follows: A. to act as registrar, authenticating agent, paying agent, and transfer agent as provided herein; B. to maintain a list of the Note owners as set forth herein and to furnish such list to the Village upon request, but otherwise to keep such list confidential to the fullest extent permitted by law; C. to cancel and /or destroy any Note which has been prepaid, paid at maturity or submitted for transfer; and D. to furnish the Village at least annually an audit confirmation of amounts paid, amounts outstanding, and payments made with respect to the Note. The Village Clerk is hereby directed to file a copy of this Ordinance with the Note Registrar. Section 15. Record - Keeping Policy and Post - Issuance Compliance Matters. It is necessary and in the best interest of the Village to maintain sufficient records to demonstrate compliance with its covenants and expectations to ensure the appropriate federal tax status for the Note and other 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 (including the Note, the "Tax Advantaged Obligations "). Further, it is necessary and in the best interest of the Village that (i) the Corporate Authorities adopt policies with respect to record - keeping and post issuance compliance with the Village's covenants related to its Tax Advantaged Obligations and (ii) the Compliance Officer (as hereinafter defined) at least annually review the Village's Contracts (as hereinafter defined) to determine whether the Tax Advantaged Obligations comply with the federal tax requirements applicable to each issue of the Tax Advantaged Obligations. The Corporate Authorities and the Village hereby adopt the following Record - Keeping Policy and, in doing so, amend any similar Record - Keeping Policy or Policies heretofore adopted. (a) Compliance Officer Is Responsible for Records. The Finance Director of the Village (the "Compliance Officer ") is hereby designated as the keeper of all records of the Village with respect to each issue of the Tax - Exempt Obligations, and such officer shall report to the Corporate Authorities at least annually that he /she has all of the required records in his /her possession, or is taking appropriate action to obtain or recover such records. (b) Closing Transcripts. For each issue of Tax - Exempt Obligations, the Compliance Officer shall receive, and shall keep and maintain, a true, correct and complete counterpart of each and every document and agreement delivered in connection with the issuance of the Tax - Exempt Obligations, including without limitation (i) the proceedings of the Village authorizing the Tax - Exempt Obligations, (ii) any offering document with respect to the offer and sale of the Tax - Exempt Obligations, (iii) any legal opinions with respect to the Tax - Exempt Obligations delivered by any lawyers, and (iv) all written representations of any person delivered in connection with the issuance and initial sale of the Tax - Exempt Obligations. (c) Arbitrage Rebate Liability. The Compliance Officer shall review the agreements of the Village with respect to each issue of Tax - Exempt Obligations and shall prepare a report for the Corporate Authorities stating whether or not the Village has any rebate liability to the U.S. Treasury, and setting forth any applicable exemptions that each issue of Tax - Exempt Obligations may have from rebate liability. Such report shall be updated annually and delivered to the Corporate Authorities. (d) Recommended Records. The Compliance Officer shall review the records related to each issue of Tax - Exempt Obligations and shall determine what requirements the Village must meet in order to maintain the tax - exemption of interest paid on the Tax - Exempt Obligations. The Compliance Officer shall then prepare a list of the contracts, requisitions, invoices, receipts and other information that may be needed in order to establish that the interest paid on the Tax - Exempt Obligations is entitled to be excluded from "gross income" for federal income tax purposes. Notwithstanding any other policy of the Village, such retained records shall be kept for as long as the Tax - Exempt Obligations relating to such records (and any obligations issued to refund the Tax - Exempt Obligations) are outstanding, plus three years, and shall at least include: (i) complete copies of the bond transcripts delivered when any issue of Tax - Exempt Obligations is initially issued and sold; (ii) copies of account statements showing the disbursements of all bond proceeds for their intended purposes; (iii) copies of account statements showing all investment activity of any and all accounts in which the proceeds of any issue of Tax - Exempt Obligations has been held; (iv) copies of all bid requests and bid responses used in the acquisition of any special investments used for the proceeds of any issue of Tax - Exempt Obligations, including any swaps, swaptions, or other financial derivatives entered into in order to establish that such instruments were purchased at fair market value; (v) copies of any subscriptions to the U.S. Treasury for the purchase of State and Local Government Series (SLGS) obligations; (vi) any calculations of liability for arbitrage rebate that is or may become due with respect to any issue of Tax - Exempt Obligations, and any calculations prepared to show that no arbitrage rebate is due, together, if applicable, with account statements or cancelled checks showing the payment of any rebate amounts to the U.S. Treasury together with any applicable IRS Form 8038 -T; and (vii) copies of all contracts and agreements of the Village, including any leases (the "Contracts "), with respect to the use of any property owned by the Village and acquired or financed with the proceeds of the Tax - Exempt Obligations, any part of which property is used by a private person at any time when such Tax - Exempt Obligations are or have been outstanding. (e) IRS Examination. In the event the IRS commences an examination of any issue of Tax - Exempt Obligations, the Compliance Officer shall inform the Corporate Authorities of such event, and is authorized to respond to inquiries of the IRS, and to hire outside, independent professional counsel to assist in the response to the examination. (f) Annual Review. The Compliance Officer shall conduct an annual review of the Contracts and other records to determine for each issue of Tax - Exempt Obligations then outstanding whether each such issue complies with the federal tax requirements applicable to such issue, including restrictions on private business use, private payments and private loans. The Compliance Officer is expressly authorized, without further official action of the Corporate Authorities, to hire outside, independent professional counsel to assist in such review. To the extent that any violations or potential violations of federal tax requirements are discovered incidental to such review, the Compliance Officer may make recommendations or take such actions as the Compliance Officer shall reasonably deem necessary to assure the timely correction of such violations or potential violations through remedial actions described in the United States Treasury Regulations, or the Tax Exempt Bonds Voluntary Closing Agreement Program described in Treasury Notice 2008 -31 or similar program instituted by the IRS. (g) Training. The Compliance Officer shall undertake to maintain reasonable levels of knowledge concerning the rules related to tax- exempt bonds (and build America bonds and tax credit bonds to the extent the Village has outstanding build America bonds or tax- credit bonds) so that such officer may fulfill the duties described in this Section. The Compliance Officer may consult with counsel, attend conferences and presentations of trade groups, read materials posted on various web sites, including the web site of the Tax - Exempt Bond function of the IRS, and use other means to maintain such knowledge. Recognizing that the Compliance Officer may not be fully knowledgeable in this area, the Compliance Officer may consult with outside counsel, consultants and experts to assist him or her in exercising his or her duties hereunder. The Compliance Officer will endeavor to make sure that the Village's staff is aware of the need for continuing compliance. The Compliance Officer will provide copies of this Ordinance and the Tax Exemption Certificate and Agreement or other applicable tax documents for each series of Tax - Exempt Obligations then currently outstanding (the "Tax Agreements ") to staff members who may be responsible for taking actions described in such documents. The Compliance Officer will review this Ordinance and each of the Tax Agreements periodically to determine if there are portions that need further explanation and, if so, will attempt to obtain such explanation from counsel or from other experts, consultants or staff. (h) Amendment and Waiver. The Village may amend this Section and any provision of this Section may be waived, without the consent of the holders of any Tax - Exempt Obligations and as authorized by passage of an ordinance by the Corporate Authorities. Section 16 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: Hoefert, Juracek, Korn, Matuszak, Polit NAYS: None ABSENT: Zadel ADOPTED: December 4, 2012 APPROVED: December 4, 2012 � President, Village of Mount Prospect Cook County, Illinois RE CORDED In Village Records: December 4, 2012. Attest: Village Clerk, Village of M unt Orospect Cook County, Illinois EXTRACT of MINUTES of the regular public meeting of the President and Board of Trustees of the Village of Mount Prospect, Cook County, Illinois, held in the Village Board Room at the Village Hall, 50 South Emerson Street, Mount Prospect, Illinois, in said Village, at 7:00 p.m., on the 4th day of December, 2012. The President called the meeting to order and directed the Village Clerk of the Village to call the roll. Upon the roll being called, the President and the following Trustees were physically present at said location: Hoefert Juracek, Korn, Matuszak, Polit. The following Trustees were allowed by a majority of the Trustees in accordance with and to the extent allowed by rules adopted by the President and Board of Trustees to attend the meeting by video or audio conference: No Trustee was not permitted to attend the meeting by video or audio conference. The following Trustees were absent and did not participate in the meeting in any manner or to any extent whatsoever: Zadel. The President and Board of Trustees then considered an ordinance providing for the issuance of a $2,500,000 General Obligation Installment Note, Series 2012, of the Village to pay costs of flood control projects within the Village and providing for the security for and payment of said note. Thereupon, President Wilks presented, the Finance Director explained, and there was incorporated into the record in full the following ordinance, which was laid before each member of the President and Board of Trustees in words and figures as follows: Installment Note Ordinance (2).docx 2203362/YPN/12/7/12 STATE OF ILLINOIS ) ) SS COUNTY OF COOK ) CERTIFICATION OF MINUTES AND ORDINANCE I, the undersigned, do hereby certify that I am the duly qualified and acting Village Clerk of the Village of Mount Prospect, Cook County, Illinois (the "Village "), and as such official I am the keeper of the official journal of proceedings, books, records, minutes and files of the Village and of the President and Board of Trustees (the "Corporate Authorities ") thereof. I do further certify that the foregoing is a full, true and complete transcript of that portion of the minutes of the meeting of the Corporate Authorities held on the 4th day of December, 2012, insofar as the same relates to the adoption of an ordinance entitled: AN ORDINANCE providing for the issuance of a $2,500,000 General Obligation Installment Note, Series 2012, of the Village of Mount Prospect, Cook County, Illinois, to pay costs of flood control projects within the Village, and providing for the security for and payment of said note. a true, correct and complete copy of which said ordinance as adopted at said meeting appears in the foregoing transcript of the minutes of said meeting. I do further certify that the deliberations of the Corporate Authorities on the adoption of said ordinance were taken openly; that the vote on the adoption of said ordinance was taken openly; that said meeting was held at a specified time and place convenient to the public; that notice of said meeting was duly given to all newspapers, radio or television stations and other news media requesting such notice; that an agenda for said meeting was posted at the location where said meeting was held and at the principal office of the Corporate Authorities on a day other than a Saturday, Sunday or holiday on which governmental entities in the State of Illinois are closed and at least 96 hours in advance of the holding of said meeting, that said agenda contained a separate specific item concerning the proposed adoption of said ordinance, a true, correct and complete copy of said agenda as so posted being attached to this Certificate as Exhibit A, that said meeting was called and held in strict compliance with the provisions of the Open Meetings Act of the State of Illinois, as amended, and the Illinois Municipal Code, as amended, except as said Act and said Code may be validly superseded by the home rule powers of the Village, and that the Corporate Authorities have complied with all of the provisions of said Act and said Code and with all of the procedural rules of the Corporate Authorities in the adoption of said ordinance. IN WITNESS WHEREOF I hereunto affix my official signature and the seal of the Village this 4th day of December, 2012. Vp ge Clerk [SEAL] [Village Clerk to Attach Agenda]