HomeMy WebLinkAboutOrd 6347 11/07/2017 Extract of Minutes of Regular Public MeetingEXTRACT of MINUTES of a 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 of the Village Hall,
located at 50 South Emerson Street, in said Village, at 7:00 p.m., on
the 7th day of November, 2017.
The President, Arlene A. Juracek, called the meeting to order and directed the Village Clerk
to call the roll.
Upon roll call, the President and following Trustees were physically present at said
location: Mayor Arlene Juracek, Trustee William A. Grossi, Trustee Eleni Hatzis, Trustee Wm.
Paul Hoefert, Trustee Richard Rogers, Trustee Colleen Saccotelli, Trustee Michael Zadel
The following Trustees were allowed by a majority of the members of the President and
Board of 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: None
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: None were absent
Finance Director David Erb presented and made available to the Trustees and interested
members of the public complete copies of an ordinance entitled:
AN ORDINANCE providing for the issuance of not to exceed
$9,990,000 General Obligation Bonds, Series 2017, of the Village
of Mount Prospect, Cook County, Illinois, for the purpose of
financing the costs of certain capital projects in the Village,
providing for the levy and collection of a direct annual tax sufficient
to pay the principal of and interest on said Bonds, and authorizing
the proposed sale of said Bonds to the purchaser thereof.
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(the "Bond Ordinance").
Trustee Michael Zadel moved and Trustee Richard Rogers seconded the motion that all
provisions of Section 201(C)(1)(a) of Article II "Rules of Order" of Chapter 2 of the Village Code
(the "Rule") requiring two readings of ordinances be waived for purposes of the Bond Ordinance
and that the Village Board be allowed to adopt the Bond Ordinance without two readings.
The President directed that the roll be called for a vote upon the motion to waive the
provisions of the Rule requiring to two readings of ordinances for purposes of the Bond Ordinance.
Upon the roll being called, the following Trustees voted AYE: Grossi, Hatzis, Hoefert,
Rogers, Saccotelli, Zadel and the following Trustees voted NAY: NONE
WHEREUPON, the President declared the motion to waive the provisions of the Rule
pertaining to two readings of ordinances for purposes of the Bond Ordinance carried.
Trustee Michael Zadel moved and Trustee Wm. Paul Hoefert seconded the motion that the
Bond Ordinance as presented be adopted.
A Board discussion of the matter followed. During the Board discussion, Finance Director
David Erb gave a public recital of the nature of the matter, which included a reading of the title of
the Bond Ordinance and statements that (1) the Bond Ordinance provides for the issuance of not
to exceed $9,990,000 General Obligation Bonds, Series 2017, to (a) finance the costs of certain
capital projects in the Village and (b) pay capitalized interest, (2) said Bonds are issuable without
referendum pursuant to the home rule powers of the Village, (3) the Bond Ordinance provides for
the levy of taxes sufficient to pay the principal of and interest on said Bonds, and (4) the Bond
Ordinance sets forth the parameters for the issuance of said Bonds and the sale thereof by
designated officials of the Village and (5) summarized the pertinent terms of said parameters,
including the manner of sale, length of maturity, rates of interest, purchase price and tax levy for
said Bonds.
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The President directed that the roll be called for a vote upon the motion to adopt the Bond
Ordinance.
Upon the roll being called, the following Trustees voted AYE: Grossi, Hatzis, Hoefert,
Rogers, Saccotelli, and Zadel
and the following Trustees voted NAY: None
WHEREUPON, the President declared the motion carried and the Bond Ordinance adopted,
and henceforth did approve and sign the same in open meeting, and did direct the Village Clerk to
record the same in full in the records of the President and Board of Trustees of the Village of
Mount Prospect, Cook County, Illinois.
Other business was duly transacted at said meeting.
Upon motion duly made and carried, the meeting adjourned.
Zj, W
Karen M. Agoranoq Village Clerk
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01176336.2
ORDINANCE NUMBER 6347
AN ORDINANCE providing for the issuance of not to exceed
$9,990,000 General Obligation Bonds, Series 2017, of the Village
of Mount Prospect, Cook County, Illinois, for the purpose of
financing the costs of certain capital projects in the Village,
providing for the levy and collection of a direct annual tax sufficient
to pay the principal of and interest on said Bonds, and authorizing
the proposed sale of said Bonds to the purchaser thereof.
Adopted by the President and Board
of Trustees on the 7th day of
November, 2017.
C\1176336.2
ORDINANCE NO. 6347
AN ORDINANCE providing for the issuance of not to exceed
$9,990,000 General Obligation Bonds, Series 2017, of the Village
of Mount Prospect, Cook County, Illinois, for the purpose of
financing the costs of certain capital projects in the Village,
providing for the levy and collection of a direct annual tax sufficient
to pay the principal of and interest on said Bonds, and authorizing
the proposed sale of said Bonds to the purchaser thereof.
WHEREAS, by virtue of its population, and pursuant to the provisions of Section 6 of
Article VII of the Constitution of the State of Illinois, the Village of Mount Prospect, Cook County,
Illinois (the "Village"), is a home rule unit and may exercise any power or perform any function
pertaining to its government and affairs including, but not limited to, the power to tax and to incur
debt; and
WHEREAS, pursuant to the provisions of said Section 6, the Village has the power to incur
debt payable from ad valorem property tax receipts or from any other lawful source and maturing
within 40 years from the time it is incurred without prior referendum approval; and
WHEREAS, the Mayor and the Board of Trustees of the Village (collectively, the
"Corporate Authorities") have heretofore determined and do hereby determine that it is advisable,
necessary and in the best interests of the residents of the Village to issue its general obligation
bonds in the aggregate issued amount not to exceed $9,990,000 to (i) pay for costs of certain
capital projects in the Village (collectively, the "Project"), (ii) pay capitalized interest through
December 1, 2020 (not to exceed $750,000 total), and (iii) pay certain costs of issuance of the
Bonds (as such term is hereinafter defined), all for the benefit of the inhabitants of the Village; and
WHEREAS, the estimated cost of the Project, including engineering, legal, financial, bond
discount, printing and publication costs, capitalized interest, and other expenses (collectively, the
"Project Costs"), is not more than $9,990,000, and there are insufficient funds on hand and lawfully
available to pay such costs; and
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WHEREAS, this Ordinance adopted pursuant to Section 6 of Article VII of the
Constitution of the State of Illinois and the Municipal Code of the Village, provides authority for
the Village acting by the Corporate Authorities to issue the Bonds:
NOW THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE
VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, IN EXERCISE OF ITS
HOME RULE POWERS, AS FOLLOWS:
e,66011 'I. Incor oration of Preambl . The Corporate Authoritics hcreby find that all
of the recitals contained in the preambles to this Ordinance are full, true and correct and do hereby
incorporate such recitals into this Ordinance by this reference.
Section 2. Findings; Issuance of Bonds.. (a) The Corporate Authorities hereby find
and -determine that it is necessary and in -the---best interest -of the Village and necessary for the
welfare of the government and affairs of the Village, and that it is a proper public purpose and is
in the public interest to issue general obligation bonds of the Village in an amount not to exceed
$9,990,000 for the purpose of funding the costs of the Project and the costs of the Village in
connection with the issuance of such bonds.
Section 3. Bond Details. There shall be borrowed on the credit of and for and on behalf
of the Village, an aggregate principal amount not to exceed $9,990,000 for the purpose aforesaid
and that the Village shall issue in the name of the Village its "General Obligation Bonds,
Series 2017" (the "Bonds")
The Bonds shall be issued in the form of a separate single authenticated fully registered
bond for the aggregate principal amount of each separate maturity of the Bonds. The Bonds shall
bear the date of authentication; shall be in denominations of Five Thousand Dollars ($5,000) each
or integral multiples thereof, numbered consecutively from 1 upward and dated as set forth in the
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hereinafter described Bond Notification; and interest on the Bonds shall be payable semiannually
on each June 1 and December 1 of each year or such other date as provided in a Bond Notification
(as hereinafter defined), beginning not earlier than June 1, 2018 (such interest computed upon the
basis of a 360 -day year of twelve 30 -day months). The Bonds shall become due and payable
(subject to prior redemption as set forth in the Bond Notification) on December 1 over a period
ending not later than December 1, 2037 and in an amount not exceeding $1,000,000 per year, all
as further detailed in the Bond Notification executed by the Designated Representatives (as
hereinafter defined); provided, however, that no Bond shall bear interest at a rate per annum in
excess of four percent (4.00%). The Designated Representatives are hereby given full authority
to execute and deliver a Bond Notification for and on behalf of the Village as herein provided.
The Bond Notification shall be made a part of the transcript of the proceedings related to the
issuance of the Bonds. The dated date and delivery date shall be not later than the earlier to occur
of (a) the 7th day of May, 2018, or (b) the reconstitution of the Village Board due the results of
the next election.
Interest on the Bonds shall be payable from the interest payment date to which interest has
been paid next preceding the authentication date of the Bonds unless the Bonds are authenticated
after the fifteenth (15th) day next preceding an interest payment date and on or before such interest
payment date in which case they shall bear interest from such interest payment date, or unless the
Bonds are authenticated on or before the fifteenth (15th) day next preceding the first interest
payment date, in which case they shall bear interest from the original date of the issuance of the
Bonds, until the principal shall be fully paid. All payments of interest on the Bonds shall be paid
by check, mailed one business day prior to the interest payment date to the registered owners
thereof as the names appear as of the fifteenth (15th) day next preceding the interest payment date
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and at the addresses as they appear on the registration books kept by the Registrar (as hereinafter
defined) or at such other address as is provided to the Paying Agent (as hereinafter defined) in
writing by such registered owner.
The principal of the Bonds shall be payable at the principal corporate trust office of the
Paying Agent. All payments on the Bonds shall be made in any coin or currency of the United
States of America that on the date of such payment shall be legal tender for the payment of public
made by wire transfer on the payment date in same-day funds. If the payment date occurs on a
date when financial institutions are not open for business, the wire transfer shall be made on the
next succeeding business day. The Paying Agent shall be instructed to wire transfer payments by
1:0-0 p.m. (New York City time) so such payments are received at the depository by 2:30 p.m.
(New York City time).
Section 4.c isg r r and Pering AMt.
(a) General. The Village Treasurer, the Purchaser (as hereinafter defined) or a bank
or trust company with an office located in the State of Illinois, the State of Minnesota or the State
of Missouri, as set forth in the Bond Notification (the "Registrar" or "Paying Agent") is hereby
appointed to serve as registrar and paying agent for the Bonds. The Registrar is hereby charged
with the responsibility of authenticating the Bonds. The Mayor, the Treasurer of the Village (the
"Village Treasurer"), and the Village Clerk of the Village (the "Village Clerk") are hereby
authorized to enter into such agreements or understandings with the Registrar as will enable the
institution to perform the services required of a registrar and paying agent. The Mayor and Village
Treasurer are further authorized to pay such fees as the Registrar may charge for the services it
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provides as Registrar and Paying Agent, and such fees may be paid from the fund established to
pay the principal of and interest on the Bonds.
Each Bond shall be transferable or exchangeable only upon the books of the Village kept
for that purpose at the principal corporate trust office of the Registrar by the registered owner in
person, or by its attorney duly authorized in writing, upon surrender of such Bond together with a
written instrument of transfer or exchange satisfactory to the Registrar duly executed by the
registered owner, or its attorney duly authorized in writing, and thereupon a new fully registered
bond or bonds in an authorized aggregate principal amount and of the same maturity, shall be
executed and delivered in the name of the transferee or transferees or the registered owner, as the
case may be, in exchange therefor. The Registrar shall not be required to transfer or exchange any
Bond during the period beginning at the close of business on the fifteenth (15th) day next preceding
an interest payment date on such Bond and ending on such interest payment date, or after notice
calling such Bond for redemption has been mailed, or during the fifteen (15) day period next
preceding mailing of notice of redemption of any Bonds. The costs of such transfer or exchange
shall be borne by the Village except for any tax or governmental charge required to be paid with
respect to the transfer or exchange, which taxes or governmental charges are payable by the person
requesting such transfer or exchange. The Village, Registrar and Paying Agent for the Bonds may
treat and consider the person in whose name such Bonds are registered as the absolute owner
thereof for all purposes, including for the purpose of receiving payment of, or on account of, the
principal thereof and interest due thereon.
The Registrar and Paying Agent may at any time resign as registrar and paying agent upon
giving 30 days' notice in writing to the Village and by first class mail to each registered owner of
the Bonds then outstanding, and such resignation will take effect at the end of such 30 -day period
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or upon the earlier appointment of a successor registrar and paying agent by the Village. Any such
notice to the Village may be served personally or sent by registered mail. The Registrar and Paying
Agent may be removed at any time as registrar and paying agent by the Village, in which event
the Village may appoint a successor registrar and paying agent for the Bonds. The Village shall
notify each registered owner of the Bonds then outstanding by first class mail of the removal of
the registrar and paying agent. Notices to the registered owners of the Bonds shall be deemed to
be given when mailed by first class mail to the addresses of such registered owners as they appear
on the registration books kept by the Registrar.
Upon the appointment of any successor registrar and paying agent by the Village, the
Mayor, the Village Treasurer or the Village Clerk are authorized and directed to enter into such
agreements and understandings with such successor registrar and paying agent as will enable the
institution to perform the services required of a registrar and paying agent for the Bonds. The
Mayor and Village Treasurer are further authorized to pay such fees as the successor registrar and
paying agent may charge for the services it provides as registrar and paying agent and such fees
may be paid from the fund established to pay the principal and interest on the Bonds as fiscal
agency charges.
Any predecessor registrar and paying agent shall deliver all of the Bonds and any cash or
investments in its possession with respect thereto, together with the registration books, to the
successor registrar and paying agent.
(b) Book Entry System. The Village has determined that it is beneficial to the Village
to have the Bonds held by a central depository system pursuant to an agreement between the
Village and The Depository Trust Company, New York, New York ("Depository Trust
Company") and have transfers of the Bonds effected by book -entry on the books of the central
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depository system ("Book Entry System"). The Bonds shall be initially issued in the form of a
separate single authenticated fully registered Bond for the aggregate principal amount of each
separate maturity of the Bonds. Upon initial issuance, the ownership of such Bonds shall be
registered in the register kept by the Registrar in the name of CEDE & CO., as nominee of the
Depository Trust Company.
With respect to the Bonds registered in the register kept by the Registrar in the name of
CEDE & CO., as nominee of the Depository Trust Company, the Village and the Paying Agent
shall have no responsibility or obligation to any other holders or owners (including any beneficial
owner ("Beneficial Owner")) of the Bonds with respect to (i) the accuracy of the records of the
Depository Trust Company, CEDE & CO., or any Beneficial Owner with respect to ownership
questions, (ii) the delivery to any bondholder (including any Beneficial Owner) or any other
person, other than the Depository Trust Company, of any notice with respect to the Bonds,
including any notice of redemption, or (iii) the payment to any bondholder (including any
Beneficial Owner) or any other person, other than the Depository Trust Company, of any amount
with respect to the principal of, or premium, if any, or interest on the Bonds except as otherwise
provided herein.
So long as the Bonds are registered in the name of CEDE & CO., as nominee of the
Depository Trust Company, no person other than the Depository Trust Company shall receive an
authenticated Bond evidencing an obligation of the Village to make payments of the principal of
and premium, if any, and interest on the Bonds pursuant to this Ordinance. The Village and the
Registrar and Paying Agent may treat as and deem the Depository Trust Company or CEDE &
CO. to be the absolute bondholder of each of the Bonds for the purpose of (i) payment of the
principal of and premium, if any, and interest on such Bonds; (ii) giving notices of redemption and
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other notices permitted to be given to bondholders with respect to such Bonds; (iii) registering
transfers with respect to such Bonds; (iv) obtaining any consent or other action required or
permitted to be taken of or by bondholders; (v) voting; and (vi) for all other purposes whatsoever.
The Paying Agent shall pay all principal of and premium, if any, and interest on the Bonds only to
or upon the order of the Depository Trust Company, and all such payments shall be valid and
effective fully to satisfy and discharge the Village's and the Paying Agent's obligations with
respect to principal of and premium, if any, and interest on the Bonds to the extent of the sum or
sums so paid. Upon delivery by the Depository Trust Company to the Village of written notice to
the effect that the Depository Trust Company has determined to substitute a new nominee in place
of CEDE & CO., and subject to the provisions herein with respect to consents, the words "CEDE
& CO." in this Ordinance shall refer to such new nominee of the Depository Trust Company.
Notwithstanding any other provision hereof to the contrary, so long as any Bond is registered in
the name of CEDE & CO., as nominee of the Depository Trust Company, all payments with respect
to the principal of and premium, if any, and interest on such Bonds and all notices with respect to
such Bonds shall be made and given, respectively, to the Depository Trust Company as provided
in a representation letter from the Village to the Depository Trust Company (the `Blanket Issuer
Letter of Representations")
Upon receipt by the Village of written notice from the Depository Trust Company to the
effect that the Depository Trust Company is unable or unwilling to discharge its responsibilities
and no substitute depository willing to undertake the functions of the Depository Trust Company
hereunder can be found which is willing and able to undertake such functions upon reasonable and
customary terms, then the Bonds shall no longer be restricted to being registered in the register of
the Village kept by the Registrar in the name of CEDE & CO., as nominee of the Depository Trust
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Company, but may be registered in whatever name or names the bondholders transferring or
exchanging the Bonds shall designate, in accordance with the provisions of this Ordinance.
If the Village determines that it is in the best interest of the bondholders that they be able
to obtain certificates for the fully registered Bonds, the Village may notify the Depository Trust
Company and the Registrar, whereupon the Depository Trust Company will notify the Beneficial
Owners of the availability through the Depository Trust Company of certificates for the Bonds. In
such event, the Registrar shall prepare, authenticate, transfer and exchange certificates for the
Bonds as requested by the Depository Trust Company and any Beneficial Owners in appropriate
amounts, and whenever the Depository Trust Company requests the Village and the Registrar to
do so, the Registrar and the Village will cooperate with the Depository Trust Company by taking
appropriate action after reasonable notice to (i) make available one or more separate certificates
evidencing the fully registered Bonds of any Beneficial Owner's Depository Trust Company
account or (ii) arrange for another securities depository to maintain custody of certificates for and
evidencing the Bonds.
If the Bonds shall no longer be restricted to being registered in the name of the Depository
Trust Company, the Registrar shall cause said Bonds to be printed in blank in such number as the
Registrar shall determine to be necessary or customary; provided, however, that the Registrar shall
not be required to have such Bonds printed until it shall have received from the Village
indemnification for all costs and expenses associated with such printing.
Section 5. Rede n.
(a) Optional Redemption. If so provided in the Bond Notification, the Bonds may be
subject to redemption prior to maturity at the option of the Village, from any available funds, in
whole or in part, in integral multiples of $5,000, in any order of their maturity as determined by
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the Village (less than all of the Bonds of a single maturity to be selected by the Registrar and within
any maturity by lot), on the date (not later than December 1, 2027) of redemption provided in the
Bond Notification and on any date thereafter, at the redemption price of par plus accrued interest
to the redemption date.
(b) Mandatory Redemption, The Bonds may be subject to mandatory redemption as
set forth in the Bond Notification.
(c) General. For any such redemptions, the Bonds shall be redeemed only in the
principal amount of $5,000 and integral multiples thereof. The Village shall, at least thirty (30)
days prior to the redemption date (unless a shorter time period shall be satisfactory to the
Registrar), notify the Registrar of such redemption date and of the principal amount and maturity
or maturities of Bonds to be redeemed. For purposes of any redemption of less than all of the
outstanding Bonds of a single maturity, the particular Bonds or portions of Bonds to be redeemed
shall be selected by lot not more than sixty (60) days prior to the redemption date by the Registrar,
by such method of lottery as the Registrar shall deem fair and appropriate; provided that such
lottery shall provide for the selection for redemption of Bonds or portions of Bonds in principal
amounts of $5,000 and integral multiples thereof.
The Registrar shall promptly notify the Village in writing of the Bonds or portions of Bonds
selected for redemption and, in the case of any Bond selected for partial redemption, the principal
amount thereof to be redeemed.
Section 6. Redd. n tion Procedure. For any such redemptions, unless waived by the
registered owner of Bonds to be redeemed, official notice of the call for any such redemption shall
be given by the Registrar on behalf of the Village by mailing the redemption notice by first class
mail at least thirty (30) days and not more than sixty (60) days prior to the date fixed for
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redemption to the registered owner of the Bond or Bonds to be redeemed at the address as it
appears on the registration books kept by the Registrar or at such other address as is furnished in
writing by such registered owner to the Registrar.
All official notices of redemption shall state:
(i) the redemption date,
(ii) the redemption price,
(iii) the identification by CUSIP numbers, if applicable, and maturity dates (and,
in the case of partial redemption of Bonds within a maturity, the respective principal
amounts) of the Bonds to be redeemed,
(iv) a statement that on the redemption date the redemption price will become
due and payable upon each such Bond or portion thereof called for redemption, and that
interest thereon shall cease to accrue from and after said date,
(v) the place where such Bonds are to be surrendered for payment of the
redemption price, which place of payment shall be the principal corporate trust office of
the Registrar, and
(vi) such other information then required by custom, practice or industry
standard.
Prior to any redemption date, the Village shall deposit with the Registrar an amount of
money sufficient to pay the redemption price of all the Bonds or portions of Bonds which are to
be redeemed on such redemption date.
Unless moneys sufficient to pay the redemption price of the Bonds to be redeemed shall
have been received by the 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 conditioned upon the receipt
of such moneys by the Registrar on or prior to the date fixed for redemption. If such moneys are
not received, such notice shall be of no force and effect, the Village shall not redeem such Bonds,
and the Registrar shall give notice, in the same manner in which the notice of redemption was
given, that such moneys were not so received and that such Bonds will not be redeemed.
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Official notice of redemption having been given as aforesaid, the Bonds or portions of
Bonds so to be redeemed 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. Neither the
failure to mail such redemption notice, nor any defect in any notice so mailed to any particular
registered owner of a Bond, shall. of ect the sufficiency of such notice with respect to other
registered owners. Notice having been properly given, failure of a registered owner of a Bond to
receive such notice shall not be deemed to invalidate, limit or delay the effect of the notice or
redemption action described in the notice. Such notice may be waived in writing by a registered
owner of a Bond entitled to receive such notice either before or after the event, and such waiver
shall be the equivalent of such notice. Waivers of notice by registered owners shall be filed with
the Registrar, but such filing shall not be a condition precedent to the validity of any action taken
in reliance upon such waiver. Upon surrender of such Bonds for redemption in accordance with
said notice, such Bonds or portions being redeemed shall be paid by the Registrar at the redemption
price. Installments of interest due on or prior to the redemption date shall be payable as herein
provided for the payment of interest. Upon surrender for any partial redemption of any Bond,
there shall be prepared for the registered owner a new Bond or Bonds of the same maturity in the
amount of the unpaid principal, of like tenor, of authorized denominations, and bearing the same
rate of interest.
If any Bond or portion of a Bond called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and premium, if any, shall, until paid or duly provided for,
bear interest from the redemption date at the rate borne by the Bond or portion of a Bond so called
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for redemption. All Bonds which have been redeemed shall be canceled and destroyed by the
Registrar and shall not be reissued.
In addition to the foregoing notice, further notice shall be given by the Registrar on behalf
and at the expense of the Village as set out below, but no defect in said further notice nor any
failure to give all or any portion of such further notice shall in any manner defeat the effectiveness
of a call for redemption if notice thereof is given as above prescribed.
Each further notice of redemption given hereunder shall contain the information required
above for an official notice of redemption plus (a) the CUSIP numbers of all Bonds being
redeemed; (b) the date of issue of the Bonds as originally issued; (c) the rate of interest borne by
each Bond being redeemed; (d) the maturity date of each Bond being redeemed; and (e) any other
descriptive information needed to identify accurately the Bonds being redeemed.
Upon the payment of the redemption price of Bonds being redeemed, each check or other
transfer of funds issued for such purpose shall bear the CUSIP number identifying, by issue and
maturity, the Bonds being redeemed with the proceeds of such check or other transfer.
Section 7. Execution and Negotiability. Each of the Bonds shall be executed in the
name of the Village by the manual or facsimile signature of the Mayor, and the seal of the Village
shall be affixed, imprinted, engraved or otherwise reproduced thereon and attested by the manual
or facsimile signature of the Village Clerk. In case any officer whose signature or facsimile
signature appears on the Bonds shall cease to be such officer before the delivery of the Bonds, the
signature of such officer shall nevertheless be valid and sufficient for all purposes the same as if
such officer had remained in office until such delivery.
The Bonds shall have all of the qualities and incidents of negotiable instruments under the
laws of the State of Illinois, subject to the provisions for registration herein.
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The Bonds shall also be authenticated by the manual signature of the Registrar and no Bond
shall be valid or become obligatory for any purpose until the certificate of authentication thereon
has been so executed.
Section 8. Form of Bonds. The form and tenor of the Bond shall be substantially as
follows, all blanks to be filled in properly prior to delivery:
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REGISTERED REGISTERED
NO R- $
UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTY OF COOK
VILLAGE OF MOUNT PROSPECT
GENERAL OBLIGATION BOND, SERIES 2017
Interest Maturity Original Authentication
Rate Date Date Date CUSIP
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM:
The Village of Mount Prospect, in Cook County, Illinois (the "Village"), for value
received, hereby promises to pay to the Registered Owner named above or registered assigns, the
Principal Sum set forth above on the Maturity Date set forth above (unless this bond be subject to
and be called for redemption prior to maturity as hereinafter provided), and to pay interest hereon
(computed on the basis of a 360 -day year of twelve 30 -day months) at the Interest Rate per annum
stated above from the interest payment date to which interest has been paid next preceding the
Authentication Date of this bond unless this bond is authenticated after the fifteenth (15th) day
next preceding an interest payment date and on or before such interest payment date in which case
it shall bear interest from such interest payment date or unless this bond is authenticated on or
before the fifteenth (15th) day next preceding the first interest payment date, in which case it shall
bear interest from the Original Date, until the principal is paid, which interest is payable
semiannually on June 1 and December 1 in each year, beginning on --- 1, 201 .
This bond is one of an authorized issue of "General Obligation Bonds, Series 2017" (the
"Bonds") of the Village of like date, tenor and effect, except as to rates of interest and dates of
maturity; aggregating IT Dollars ($; numbered consecutively from R-1
up; issued for the purpose of paying the costs of the Project (as defined in the hereinafter defined
Ordinance) and the costs of issuing the bonds. This bond is issued pursuant to a Bond Ordinance
adopted by the Mayor and the Board of Trustees of said Village (collectively, the "Corporate
Authorities") on the 7th day of November, 2017 and a Notification of Sale (the "Bond
Notification") executed on the day of _ ................. ............. ___, 2017 (collectively, the "Ordinance") by
the Mayor of said Village pursuant thereto and in accordance with Section 6 of Article VII of the
Illinois Constitution of 1970 and the Municipal Code of the Village, the proceeds of which are to
be applied solely to pay the costs of the Project and the payment of costs of issuance of the Bonds.
[Bonds maturing on and after December 1, 20 , shall be subject to redemption prior to
maturity at the option of the Village, from any available funds, in whole or in part, in integral
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multiples of $5,000, in any order of their maturity as determined by the Village (less than all of
the Bonds of a single maturity to be selected by the Registrar (as hereinafter defined) and within
any maturity by lot), on , and on any date thereafter, at the redemption price of par
plus accrued interest to the redemption date.]
[Bonds due on December 1, 20 and December 1, 20, are subject to mandatory
redemption, in integral multiples of $5,000 selected by lot by the Registrar, at a redemption price
of par plus accrued interest to the redemption date, as set forth in the Bond Notification.]
This bond is transferable or exchangeable only upon the books of the Village kept for that
purpose at the principal corporate trust office of the Registrar by the registered owner hereof in
person, or by its attorney duly authorized in writing, upon surrender of this bond together with a
written instrument of transfer or exchange satisfactory to the Registrar duly executed by the
registered owner, or its attorney duly authorized in writing, and thereupon a new fully registered
bond or bonds in an authorized aggregate principal amount and of the same maturity, shall be
executed and delivered in the name of the transferee or transferees or to the registered owner, as
the case may be, in exchange therefor. The Registrar shall not be required to transfer or exchange
this bond during the period beginning at the close of business on the fifteenth (15th) day next
preceding an interest payment date on this bond and ending on such interest payment date. The
Village, the Registrar, the Paying Agent (as hereinafter defined) and any other registrar or paying
agent for this bond may treat and consider the person in whose name this bond is registered as the
absolute owner hereof for all purposes, including for the purpose of receiving payment of, or on
account of, the principal hereof and interest due hereon.
THE OWNER OF THIS BOND, BY THE ACCEPTANCE HEREOF, HEREBY AGREES
TO ALL THE TERMS AND PROVISIONS CONTAINED IN THE ORDINANCE.
Bonds maturing in any one year are issuable only in fully registered form in the
denomination of $5,000 or any integral multiple thereof.
The principal of this bond is payable at the principal corporate trust office of .........._ ww www .._.._....,
(the "Registrar" or "Paying Agent"). All payments of interest on this
bond shall be paid by check, mailed one (1) business day prior to the interest payment date to the
registered owner hereof as of the fifteenth (15th) day next preceding such interest payment date at
the address as it appears on the registration books kept by the Registrar or at such other address as
is provided to the Paying Agent in writing by the registered owner. If payment of principal or
interest is made to a depository, payment shall be made by wire transfer on the payment date in
same-day funds. If the payment date occurs on a date when financial institutions are not open for
business, the wire transfer shall be made on the next succeeding business day. The Paying Agent
shall wire transfer payments so such payments are received at the depository by 2:30 p.m. (New
York City time). All payments on the bond shall be made in any coin or currency of the United
States of America, which on the dates of such payment, shall be legal tender for the payment of
public and private debts.
The Bonds shall be initially issued in a Book Entry System (as defined in the Ordinance).
The provisions of this bond and of the Ordinance are subject in all respects to the provisions of the
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Blanket Issuer Letter of Representations (as defined in the Ordinance) between the Village and
The Depository Trust Company, or any substitute agreement, affecting such Book Entry System.
This bond is a general obligation of the Village payable from ad valorem taxes levied
against all taxable property in the Village, without limitation as to rate or amount. The full faith,
credit and resources of the Village are pledged to the punctual payment of the principal of and
interest on this bond. This bond is negotiable, subject to registration provisions, pursuant to the
laws of the State of Illinois.
It is hereby certified and recited that all acts, conditions and things required to be done
precedent to and in the execution, issuance and delivery of this bond have been done and performed
in regular and due form as provided by law; that the indebtedness of the Village, including the
issue of the Bond of which this is one, does not exceed any limitation imposed by law; and that
provision has been made for the collection of a direct annual tax sufficient to pay the interest
hereon as it falls due and also to pay and discharge the principal hereof at maturity.
This bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been executed by an authorized representative of the Registrar.
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IN WITNESS WHEREOF, the Village of Mount Prospect, Cook County, Illinois, has
caused this bond to be executed by the manual or duly authorized facsimile signature of the Mayor
of the Village, the seal of said Village (or a facsimile thereof) to be affixed, imprinted, engraved
or otherwise reproduced hereon and attested by the manual or duly authorized facsimile signature
of the Village Clerk, all as of the Original Date identified above.
(SEAL)
Attest:
By: G a,
Karen M. Agorano , Village Clerk
VILLAGE OF MOUNT PROSPECT,
COOK COUNTY, ILLINOIS
By: . alaea�_-&
Arlene A. Juracek,�#Yor
REGISTRkR"S CERTIFICATE OF AUTHENTICATION
This bond is one of the Bonds described in the within -mentioned Ordinance.
Authorized Representative
[End of Form of Bond]
Section 9. Authorization for Preparation and Sale of the Bonds;,Purchase Contract.
The Village President, the Village Manager or the Finance Director of the Village (the
"Designated Representatives'") are hereby authorized to proceed without any further authorization
or direction from the Board, to sell the Bonds upon the terms as prescribed in this Ordinance. The
Bonds hereby authorized shall be executed as in this Ordinance provided as soon after the delivery
of the Bond Notification as may be, and thereupon be deposited with the Village Treasurer, and,
after authentication thereof by the Bond Registrar, be by said Treasurer delivered to the purchaser
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thereof, as hereinafter described (the "Purchaser"), upon receipt of the purchase price therefor,
the same being not less than 97.00% of the principal amount of the Bonds plus any accrued interest
to date of delivery. The Purchaser shall be (a) pursuant to a competitive sale conducted by
PMA Securities, Inc., Naperville, Illinois ("PMA"), the best bidder for the Bonds; (b) in a
negotiated underwriting, a bank or financial institution listed in the Dealers & Underwriters or
Municipal Derivatives sections of the most recent edition of The Bond Buyer's Municipal
Marketplace; or (c) in a private placement, (i) a bank or financial institution authorized to do
business in the State of Illinois, (ii) a governmental unit as defined in the Local Government Debt
Reform Act of the State of Illinois, as amended, or (iii) an "accredited investor" as defined in
Rule 501 of Regulation D as promulgated under the Securities Act of 1933, as amended; provided,
however, that the Purchaser as set forth in either (b) or (c) shall only be selected upon receipt by
the Village of the recommendation of PMA that the sale of the Bonds on a negotiated or private
placement basis to the Purchaser is in the best interests of the Village because of (i) the pricing of
the Bonds by the Purchaser, (ii) then current market conditions or (iii) the timing of the sale of
the Bonds; and further provided, that the Purchaser as set forth in (c) may be selected through the
utilization of a placement agent selected by the Designated Representatives after consultation with
PMA if the use of such placement agent is determined to be in the best interest of the Village.
Prior to the sale of the Bonds, the Village President or the Finance Director of the Village
is hereby authorized to approve and execute a commitment for the purchase of a Municipal Bond
Insurance Policy (as hereinafter defined), to further secure the Bonds, as long as the present value
of the fee to be paid for the Municipal Bond Insurance Policy (using as a discount rate the expected
yield on the Bonds treating the fee paid as interest on the Bonds) is less than the present value of
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the interest reasonably expected to be saved on the Bonds over the term of the Bonds as a result of
the Municipal Bond Insurance Policy.
Upon the sale of the Bonds, the Designated Representatives shall prepare a Notification of
Sale of the Bonds, which shall include the pertinent details of sale as provided herein (the "Bond
Notification"). In the Bond Notification, the Designated Representatives shall find and determine
that the Bonds have been sold at such price and bear interest at such rates that either the true interest
cost (yield) or the net interest rate received upon the sale of the Bonds does not exceed the
maximum rate otherwise authorized by applicable law. The Bond Notification shall be entered
into the records of the Village and made available to the Board at the next regular meeting thereof,
but such action shall be for information purposes only, and the Board shall have no right or
authority at such time to approve or reject such sale as evidenced in the Bond Notification.
Upon the sale of the Bonds, as evidenced by the execution and delivery of the Bond
Notification by the Designated Representatives, the Village President, Village Clerk and Village
Treasurer and any other officers of the Village, as shall be appropriate, shall be and are hereby
authorized and directed to approve or execute, or both, such documents of sale of the Bonds as
may be necessary, including, without limitation, the contract for the sale of the Bonds between the
Village and the Purchaser (the "Purchase Contract"). Prior to the execution and delivery of the
Purchase Contract, the Designated Representatives shall find and determine 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.
The use by the Purchaser of any Preliminary Official Statement or Preliminary Term Sheet
and any final Official Statement or final Term Sheet relating to the Bonds (the "Disclosure
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Document") is hereby ratified, approved and authorized; the execution and delivery of the
Disclosure Document is hereby authorized; and the officers of the Board are hereby authorized to
take any action as may be required on the part of the Village to consummate the transactions
contemplated by the Purchase Contract, this Ordinance, said Preliminary Disclosure Document,
the Disclosure Document and the Bonds.
The Bonds when fully paid for and delivered to the Purchaser, shall be the binding general
obligations of the Village. The proper officers of the Village are hereby directed to sell the Bonds
to the Purchaser and to do whatever acts and things which may be necessary to carry out the
provisions of this Ordinance.
Section 10. Bond Insurance. In the event the Purchaser certifies to the Village that it
would be economically advantageous for the Village to acquire a municipal bond insurance policy
for the Bonds, the Village hereby authorizes and directs the Village Treasurer or the Village
Manager to obtain such an insurance policy. The acquisition of a municipal bond insurance policy
is hereby deemed economically advantageous if the difference between the present value cost of
(a) the total debt service on the Bonds if issued without municipal bond insurance and (b) the total
debt service on the Bonds if issued with municipal bond insurance, is greater than the cost of the
premium on the municipal bond insurance policy. In the event the payment of principal and
interest on the Bonds is insured pursuant to a municipal bond insurance policy issued by a bond
insurer (the "Bond Insurer"), and as long as such municipal bond insurance policy shall be in full
force and effect, the Village and the Registrar agree to comply with such usual and reasonable
provisions regarding presentment and payment of the Bonds, subrogation of the rights of the
Bondholders to the Bond Insurer upon payment of the Bonds by the Bond Insurer, amendment
hereof, or other terms, as approved by the Mayor of the Village on advice of counsel, his or her
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approval to constitute full and complete acceptance by the Village of such terms and provisions
under authority of this Section.
Section 11. Continuing Disclosure. The Continuing Disclosure Undertaking (the
"Undertaking") in substantially the form which has been presented to and is hereby approved by
the Corporate Authorities, and the Mayor and the Village Clerk are hereby authorized and directed
to complete, execute and attest the same on behalf of the Village. Notwithstanding any other
provisions of this Ordinance, failure of the Village to comply with the Undertaking shall not be
considered an event of default under the Bonds or this Ordinance.
Section 12. Tax Levy. For the purpose of providing funds to produce sums necessary
to pay the interest on the Bonds as it falls due and also pay and discharge the principal thereof at
maturity, there shall be levied upon all the taxable property within the Village a direct annual tax
(the "Pledged Taxes") for each of the years while the Bonds or any of them are outstanding, in
amounts sufficient for that purpose, and that there be and there is hereby levied upon all of the
taxable property in the Village, in each of the years 2017 to 2036, a maximum direct annual tax
in the amount of $1,200,000, such amount to be finalized in the Bond Notification.
Principal or interest coming due at any time when there are not sufficient funds on hand
from the foregoing tax levy to pay the same shall be paid from current funds on hand of the Village,
and the fund from which such payment was made shall be reimbursed out of the taxes hereby
levied when the same shall be collected.
The Village covenants and agrees with the Purchaser and the holders of the Bonds that so
long as the Bonds remain outstanding, the Village will take no action or fail to take any action
which in any way would adversely affect the ability of the Village to levy and collect the foregoing
tax levy, unless the abatement of any particular tax levy amount has been provided for through the
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deposit of moneys in a segregated account, and the Village and its officers will comply with all
present and future applicable laws in order to assure that the Pledged Revenues will be available
and the Pledged Taxes will be levied, extended and collected as provided herein and deposited in
the Bond Fund established to pay the principal of and interest on the Bonds.
The funds derived from the tax levy be and the same are hereby appropriated and set aside
for the sole and only purpose of paying principal of and interest on said Bonds when and as the
same become due. The funds from the sale of said Bonds be and they are hereby appropriated and
set aside for the purpose hereinbefore set out.
If the Village deposits funds from any lawful source into the Bond Fund, the Village Clerk
shall file written direction with the County Clerk to abate the taxes by the amount so deposited,
and such deposits shall be made prior to any such abatement being filed with the County Clerk.
No Pledged Taxes may be abated unless and until the proper amount of such abatement has been
deposited irrevocably into the Bond Fund and dedicated to the payment of the Bonds.
Section 13. Eiling of Ordinance. Forthwith upon this Ordinance becoming effective,
the Village Clerk is hereby directed to file a certified copy of this Ordinance, which certificate
shall recite that this Ordinance has been passed by the Corporate Authorities and published, with
the County Clerk of Cook County (the "County Clerk"), and it shall be the duty of said County
Clerk in and for the years 2017 to 2036 while the Bonds or any of them are outstanding (as set
forth in the Bond Notification), inclusive, to annually ascertain the rate necessary to produce the
tax herein and therein levied, and extend the same for collection on the tax books against all of
the taxable property within the Village in connection with other taxes levied in said years, in order
to raise the respective amounts aforesaid and in said years such annual tax shall be computed,
extended and collected in the same manner as now or hereafter provided by law for the
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computation, extension and collection of taxes for general corporate purposes of the Village, and
when collected, the taxes hereby levied shall be used only for the purpose of paying the principal
of and interest on the Bonds.
Section 14. Costs of Issuance. Costs of issuance of the Bonds not otherwise paid shall
be paid from the remaining proceeds by the Village. When all the costs of issuance of the Bonds
have been paid, the Village shall then transfer any amount then remaining from the proceeds of
the Bonds to the Bond Fund as herein provided.
Section 15. Bond Fund. There is hereby created and established a special fund of the
Village known as the "Bond Fund, Series 2017" (the "Bond Fund") to be held by the Village
Treasurer, which is a trust fund established for the purpose of carrying out the covenants, terms
and conditions imposed upon the Village by this Ordinance. The Bond Fund shall be the fund for
the payment of the principal of and interest on the Bonds at maturity or on interest payment dates
or redemption. Any capitalized interest included in the proceeds of the sale of the Bonds shall be
deposited in the Bond Fund for the payment of interest on the Bonds, and the Pledged Taxes shall
be deposited into the Bond Fund, as received, and shall be used solely and only for the payment
of principal of and interest on the Bonds when due (including any redemption). The Bonds are
secured by a pledge of all moneys on deposit in the Bond Fund, and such pledge is irrevocable
until the Bonds have been paid in full or until the obligations of the Village are discharged under
this Ordinance. Accrued interest and premium received at the time of delivery of the Bonds, if
any, shall be deposited in the Bond Fund.
The Village directs that the Village Treasurer deposit the following amounts received from
the collection of the Pledged Taxes into the Bond Fund: (a) an amount equal to one-half of the
total principal and interest due on the Bonds in such year (the "Debt Service Requirement") shall
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be deposited into the Bond Fund from collections of the first installment of property taxes and (b)
an amount equal to the other half of the Debt Service Requirement shall be deposited into the Bond
Fund from collections of the second installment of property taxes.
Section 16. Project Fund. There is hereby created and established a special fund of the
Village known as the "Project Fund, Series 2017" (the "Project Fund") to be held by the Village
Treasurer. Proceeds of the Bonds shall be deposited in the Project Fund, and the Project Fund
shall be used for the purpose of paying for the costs of the Project, and costs of issuance of the
Bonds. For the purpose of paying first interest due on the Bonds, an amount necessary for that
purpose may be loaned from the Project Fund to the Bond Fund. Said amount shall be reimbursed
to the Project Fund from the Bond Fund as Pledged Taxes are received and available therefor.
Additional loans from the Project Fund to the Bond Fund to pay debt service on the Bonds may
be made upon further direction by the Corporate Authorities so long as provision is made to
reimburse the Project Fund with Pledged Taxes.
Interest received from deposits in the Project Fund shall, at the discretion of the Corporate
Authorities, either be transferred for the payment of the principal of and interest on the Bonds on
the interest payment date next after such interest is received or be retained in the Project Fund.
In the event that any moneys remain in the Project Fund upon completion of the Project,
the Village shall deposit the remaining moneys in the Project Fund into the Bond Fund and shall
cause such moneys to be used to pay the interest on the Bonds on the earliest possible date.
Section 17. Additional Funds and Accounts. In addition to the funds established
hereunder, the Mayor is hereby authorized and directed to establish, and the Village Treasurer is
further authorized to hold, any and all funds and/or accounts they deem necessary or convenient
to the accomplishment of the purposes set forth in this Ordinance.
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Section 18. Defeasance of the Bonds. If, when the Bonds or a portion thereof shall have
become due and payable in accordance with their terms or shall have been duly called for
redemption or irrevocable instructions to call the Bonds or a portion thereof for redemption shall
have been given, and the whole amount of the principal and the interest and the premium, if any,
so due and payable upon all of the Bonds or a portion thereof then outstanding shall be paid; or
(i) sufficient moneys or (ii) direct. obligations of the United States of America (including
obligations issued or held in book -entry form on the books of the Department of the Treasury),
the principal of and the interest on which when due will provide sufficient moneys for such
purpose, shall be held in trust for such purpose, and provision shall also be made for paying all
fees and expenses for the redemption, then and in that case the Bonds or any designated portion
thereof issued hereunder shall no longer be deemed outstanding or entitled to any pledge of the
Pledged Taxes made herein.
Section 19 Investment of Money . Moneys in the Bond Fund and Project Fund may
be invested by the Village Treasurer in lawful investments for the Village. All income earned or
losses sustained on such investments shall be credited to the Fund or Account from which the
investments were made.
Section 20. Amendments with Consent of Bondholders. Subject to the terms and
provisions contained in this section, and not otherwise, the owners of not less than sixty-six and
two-thirds percent (662/3%) in aggregate principal amount of the Bonds issued pursuant to this
Ordinance and then outstanding shall have the right from time to time, anything contained in this
Ordinance to the contrary notwithstanding, to consent to and approve the adoption by the Village
of such ordinance or ordinances supplemental hereto or amendatory hereof, as shall be deemed
necessary or desirable by the Village for the purpose of modifying, altering, amending, adding to
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or rescinding in any particular manner any of the terms or provisions contained in this Ordinance,
or in any supplemental ordinance; provided, however, that nothing herein contained shall permit
or be construed as permitting:
(a) An extension of the maturity of the principal of or interest on any Bond issued
pursuant to this Ordinance; or
(b) A reduction in the principal amount of any Bond or the rate of interest thereon; or
(c) A preference or priority of any Bond or Bonds issued pursuant to this Ordinance
over any other Bond or Bonds issued pursuant to the provisions of this Ordinance; or
(d) A reduction in the aggregate principal amount of the Bonds required for consent to
such supplemental ordinance.
If the owners of not less than sixty-six and two-thirds percent (661/3%) in aggregate
principal amount of the Bonds outstanding at the time of adoption of such supplemental ordinance
shall have consented to and approved the adoption thereof by written instrument to be maintained
on file in the office of the Village Clerk, no owner of any Bond issued pursuant to this Ordinance
shall have any right to object to the adoption of such supplemental ordinance or to object to any
of the terms and provisions contained therein or the operation thereof, or in any manner to question
the propriety of the adoption thereof, or to enjoin or restrain the Village from adopting the same,
or from taking any action pursuant to the provisions thereof. Upon the adoption of any
supplemental ordinance pursuant to the provisions of this section, this Ordinance shall be, and
shall be deemed, modified and amended in accordance therewith, and the respective rights, duties
and obligations under this Ordinance of the Village and all owners of Bonds then outstanding,
shall thereafter be determined, exercised and enforced in accordance with this Ordinance, subject
in all respects to such modifications and amendments. Notwithstanding anything contained in the
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foregoing provisions of this Ordinance, the rights and obligations of the Village and of the owners
of the Bonds authorized by this Ordinance, and the terms and provisions of the Bonds and this
Ordinance, or any supplemental or amendatory ordinance, may be modified or altered in any
respect with the consent of the Village and the consent of the owners of all the Bonds then
outstanding.
Section 2.1. General Covenants. The Village covenants and agrees with the registered
owners of the Bonds, so long as any such Bonds remain Outstanding, as follows:
A. The Village will punctually pay or cause to be paid from the sources provided for
in this Ordinance, the principal of and interest to become due on the Bonds in strict conformity
with the terms of the Bonds and this Ordinance, and it will faithfully observe and perform all of
the conditions, covenants and requirements thereof.
B. The Village will pay and discharge, or cause to be paid and discharged, from the
Bond Fund, any and all lawful claims which, if unpaid, might become a lien or charge upon the
Pledged Taxes, or any part thereof, or upon any such funds in the hands of the Bond Registrar, or
which might impair the security of the Bonds. Nothing herein contained shall require the Village
to make any such payment so long as the Village in good faith contests the validity of said claims.
C. 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
will be made of all transactions relating to the Pledged Taxes and the Bond Fund. Such books of
record and accounts will at all times during business hours be subject to the inspection of the
holders of not less than ten percent (10%) of the principal amount of the outstanding Bonds or
their representatives authorized in writing.
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D. The Village will preserve and protect the security of the Bonds and the rights of the
registered owners of the Bonds, and will warrant and defend their rights against all claims and
demands of all persons. From and after the sale and delivery of any of the Bonds by the Village,
to the extent lawful the Bonds shall be incontestable by the Village.
E. The Village will adopt, make, execute and deliver any and all such further
ordinances, 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 owners of the Bonds of the rights and benefits of this Ordinance.
F. As long as any Bonds are outstanding, the Village will continue to deposit the
Pledged Taxes into the Bond Fund. 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 in this Ordinance and deposited in the Bond Fund.
G. Once issued and while outstanding, the Bonds shall be and forever remain until
paid or defeased the general obligation of the Village, for the payment of which its full faith and
credit are pledged, and shall be payable from the levy of the Pledged Taxes.
Section 22. Tax Covenants. In order to preserve the exclusion of interest on any Bonds,
the interest on which is exempt from gross income for federal tax purposes under Section 103 of
the Internal Revenue Code of 1986 as existing on the date of issuance of the Bonds (the "Code")
and as an inducement to purchasers of the Bonds, the Village represents, covenants and agrees
that:
(a) The facilities financed with the Bonds are available for use by members of the
general public. Use by a member of the general public means use by natural persons not engaged
in a trade or business. No person or entity, other than the Village or another state or local
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governmental unit, will use more than 10% of the proceeds of the Bonds or property financed by
Bond proceeds other than as a member of the general public. No person or entity other than the
Village or another state or local governmental unit own property financed by Bond proceeds or
have actual or beneficial use of such property pursuant to a lease, a management or incentive
payment contract, an arrangement such as a take -or -pay or output contract or any other type of
arrangement that conveys other special legal entitlements and differentiates that person's or
entity's use of such property from the use by the general public, unless such uses in the aggregate
relate to no more than 10% of the proceeds of the Bonds.
(b) No more than ten percent (10%) of the payment of principal of or interest on the
Bonds will be (under the terms of the Bonds, this Ordinance or any underlying arrangement),
directly or indirectly, (i) secured by any interest in property used or to be used for a private business
use or payments in respect of such property or (ii) derived from payments (whether or not to the
Village) in respect of such property or borrowed money used or to be used for a private business
use.
(c) No more than five percent (5%) of the Bond proceeds will be loaned to any entity
or person other than a state or local governmental unit. No more than five percent (5%) of the
Bond proceeds will be transferred, directly or indirectly, or deemed transferred to a
nongovernmental person in any manner that would in substance constitute a loan of the Bond
proceeds.
(d) The Village reasonably expects, as of the date hereof, that it will comply with the
covenants described in paragraph (a), (b) and (c) above during the entire term of the Bonds.
(e) No more than five percent (5%) of the proceeds of the Bonds will be attributable to
private business use as described in (a) and private security or payments described in (b)
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attributable to unrelated or disproportionate private business use. For this purpose, the private
business use test is applied by taking into account only use that is not related to any government
use of proceeds of the issue (Unrelated Use) and use that is related but disproportionate to any
governmental use of those proceeds (Disproportionate Use).
(0 The Village will not take any action nor fail to take any action with respect to the
Bonds that would result in the loss of the exclusion from gross income for federal tax purposes nor
will the Village act in any other manner which would adversely affect such status, and it will not
make any investment or do any other act or thing during the period that the Bonds are outstanding
which would cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the
Code.
(g) The Village certifies that to the extent necessary to preserve the tax-exempt status
of the Bonds it will rebate any arbitrage profits to the United States of America in accordance with
Section 148(f) of the Code and the Regulations promulgated thereunder.
It shall be not an event of default under this Ordinance if interest on any Bond is not
excludable from gross income for federal income tax purposes pursuant to any provision of the
Code which is not currently in effect and in existence on the date of issuance of the Bonds.
(h) The Village represents that the Bonds are not private activity bonds as defined in
Section 141 of the Code.
(i) These covenants are based solely on current law in effect and in existence on the
date of delivery of such Bonds.
The Village hereby authorizes the officials of the Village responsible for issuing the Bonds,
the same being the Mayor, the Village Clerk and the Village Treasurer, to make such further
covenants and certifications as may be necessary to assure that the use thereof will not cause the
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Bonds to be arbitrage bonds and to assure that the interest on the Bonds will be excludable from
gross income for federal income tax purposes. In connection therewith, the Village further agrees:
(a) through its 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 as
required pursuant to Section 148 of the Code and the regulations promulgated thereunder; (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 23. NoncoMpliance with. Tax ovenants. Notwithstanding any other provisions
of this Ordinance, the covenants and authorizations contained in this Ordinance (the "Tax
Sections") which are designed to preserve the exclusion of interest on the Bonds from gross
income under federal law (the "Tax Exemption") need not be complied with if the Village receives
an opinion of nationally recognized bond counsel that any Tax Section is unnecessary to preserve
the Tax Exemption.
Section 24. Regristered "orn .. The Village recognizes that Section 149(a) of the Code
requires the Bonds to be issued and to remain in fully registered form in order that interest thereon
is exempt from federal income taxation for the Bonds. In this connection, the Village agrees that
it will not take any action to permit the Bonds to be issued in, or converted into, bearer or coupon
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01176336.2
Section 25. Severability. If any section, paragraph or provision of this Ordinance shall
be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this Ordinance.
Section 26. Publication. The Village Clerk is hereby authorized and directed to publish
this Ordinance in pamphlet form and to file copies thereof for public inspection in his/her office.
Section 27. Co ffli� tirlg Ordinances. All ordinances, resolutions and parts of ordinances
and resolutions, in conflict herewith are hereby repealed.
Section 28. ljg chin . The headings or titles of the several sections shall be solely for
convenience of reference and shall not affect the meaning, construction or effect of this
Ordinance.
Section 29. Effective Date. This Ordinance shall be in full force and effect from and
after its adoption and publication.
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C\1176336.2
ADOPTED this 7th day of November, 2017 by a roll call vote as follows:
AYES: Grossi, Hatzis, Hoefert, Rogers, Saccotelli, Zadel
NAYS: None
U1.161440"MMM
APPROVED this 7th day of November, 2017.
ATTEST:
./ � ��t a40
Karen M. Agoranos, OVillage Clerk
01176336.2
Arlene A. Juracek, *yAr
v
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Trustee Zadel moved and Trustee Hoefert seconded the motion that said Ordinance as
presented by the Village Clerk be adopted.
After a full discussion thereof, the Mayor directed that the roll be called for a vote upon
the motion to adopt said Ordinance as presented.
Upon the roll being called, the following Trustees voted AYE: Grossi, Hatzis, Hoefert,
Rogers, Saccotelli, Zadel.
and the following Trustees voted NAY: None
Whereupon the Mayor declared the motion carried and said Ordinance adopted, approved
and signed the same in open meeting and directed the Village Clerk to record the same in full in
the records of the Board of Trustees of the Village of Mount Prospect, Cook County, Illinois,
which was done.
Other business not pertinent to the adoption of said Ordinance was duly transacted at said
meeting.
Upon motion duly made, seconded and carried, the meeting was adjourned.
Karen M. Agomnos illage Clerk
01176336.2
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
CERTIFICATION OF MINUTES ANIS ORDINANCE
I, the undersigned, do hereby certify that I ani the duly qualified and acting Village Clerk
of the Village of Mount Prospect, Cook County, Illinois (the "Village"), and as such official am
the keeper of the official journal of proceedings, books, records, minutes and files of the Mayor
and the Board of Trustees (collectively, the "Corporate ALIthorities").
1 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 7th day of November, 2017,
insofar as the same relates to the adoption of Ordinance No. 6347 entitled:
AN ORDINANCE providing for the issuance of not to exceed
$9,990,000 General Obligation Bonds, Series 2017, of the Village
of Mount Prospect, Cook County, Illinois, for the purpose of
financing the costs of certain capital projects in the Village,
providing for the levy and collection of a direct annual tax sufficient
to pay the principal of and interest on said Bonds, and authorizing
the proposed sale of said Bonds to the purchaser thereof
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 regular public meeting.
I do further certify that the deliberations of the Corporate Authorities on the adoption of
said ordinance were conducted 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 principal office of
the Corporate Authorities and at the location where said meeting was to be held on a day which
was not a Saturday, Sunday or legal holiday for Illinois municipalities and at least 48 hours in
advance of holding said meeting; that said agenda described or made specific reference to said
ordinance; that a true, correct and complete copy of said agenda as so posted is attached hereto;
and that said meeting was called and held in strict compliance with the provisions of the Open
Meetings Act, as amended, and the Illinois Municipal Code, as amended, and that the Corporate
Authorities has complied with all of the provisions of said Act and said Code, except as said Act
and said Code are validly superseded by the home rule powers of the Village, 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 seal of said Village,
this 7th day of November, 2017,
Karen M. Agoranos, Village Clerk
(SEAL)
01176336.2
STATE OF ILLINOIS )
) SS
COUNTY OF COOK )
CERTIFICATE OF PUBLICATION IN PAMPHLET FORM
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 Mayor and Board of Trustees (the "Board") of the Village.
I do further certify that on the day of , 2017, there was published in
pamphlet form, by authority of the Board, a true, correct, and complete copy of Ordinance No.
of the Village entitled:
AN ORDINANCE providing for the issuance of not to exceed
$9,990,000 General Obligation Bonds, Series 2017, of the Village
of Mount Prospect, Cook County, Illinois, for the purpose of
financing the costs of certain capital projects in the Village,
providing for the levy and collection of a direct annual tax
sufficient to pay the principal of and interest on said Bonds, and
authorizing the proposed sale of said Bonds to the purchaser
thereof.
and providing for the issuance of said bonds, and that the ordinance as so published was on that
date readily available for public inspection and distribution, in sufficient number so as to meet
the needs of the general public, at my office as Village Clerk located in the Village.
IN WITNESS WHEREOF I have affixed hereto my official signature and the seal of the
Village this 7th day of November, 2017.
/�� 1,t� -
Villa Clerk
(SEAL)
C\1176336.2