HomeMy WebLinkAboutOrd 6118 01/21/2014 Providing for the Issuance of General Obligation Bonds, Series 2014EXTRACT of MINUTES of a regular public meeting of the President
and Board of Trustees of the Village of Mount Prospect, Cook
County, Illinois, held at the Village Hall, located at 50 South
Emerson Street, in said Village, at 7:00 p.m., on the 21st day of
January, 2014.
The President, Arlene Juracek, called the meeting to order and directed the Village Clerk
of the Village to call the roll.
Upon roll call, the President and following Trustees answered present at said location:
Trustee Hoefert, Trustee Korn, Trustee Matuszak, Trustee Polit, Trustee Rogers Trustee Zadel
and President Arlene Juracek
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.
President Juracek presented for a first reading, 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 $6,290,000 General
Obligation Bonds, Series 2014, of the Village of Mount Prospect,
Cook County, Illinois, to fund capital improvements related to
roads within said Village, and providing for the levy of a direct
annual tax sufficient to pay the principal of and interest on said
bonds.
(the "Bond Ordinance ")
Trustee Zadel moved and Trustee Polit seconded the motion to waive the rule requiring
two readings of an ordinance.
3521271.01.06.B.doc
2214500 SAS
The President directed that the roll be called for a vote upon the motion to waive the rule
requiring two readings of an ordinance.
Upon the roll being called, the following Trustees voted AYE: Trustee Hoefert, Trustee
Korn, Trustee Matuszak, Trustee Polit, Trustee Rogers and Trustee Zadel
and the following Trustees voted NAY: None
WHEREUPON, the President declared the motion carried.
Trustee Korn moved and Trustee Polit seconded the motion that the Bond Ordinance as
presented be adopted.
A Board discussion of the matter followed. During the Board discussion, President
Juracek 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
General Obligation Bonds to fund capital improvements related to roads within the Village and
to pay bond issuance costs, (2) the 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 bonds, and (4) the Bond Ordinance provides many details for the bonds, including tax -
exempt status covenants, provision for terms and form of the bonds, and appropriations.
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: Trustee Hoefert, Trustee
Korn, Trustee Matuszak, Trustee Polit, Trustee Rogers and Trustee Zadel.
and the following Trustees voted NAY: None.
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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.
Village ' lerk
J
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ORDINANCE NUMBER 6118
AN ORDINANCE providing for the issuance of $6,290,000 General
Obligation Bonds, Series 2014, of the Village of Mount Prospect,
Cook County, Illinois, to fund capital improvements related to
roads within said Village, and providing for the levy of a direct
annual tax sufficient to pay the principal of and interest on said
bonds.
Adopted by the President and Board
of Trustees on the 21st day of
January, 2014.
Published in Pamphlet Form by
Authority of the President and Board
of Trustees on the 24th day of
January, 2014.
TABLE OF CONTENTS
SECTION
HEADING
PAGE
PREAMBLES........................................................................................................
..............................1
SECTION1.
DEFINITIONS ........................................................................... ..............................2
SECTION 2.
INCORPORATION OF PREAMBLES ............................................ ..............................3
SECTION 3.
DETERMINATION TO ISSUE BONDS ......................................... ..............................3
SECTION4.
BOND DETAILS ....................................................................... ..............................3
SECTION 5.
EXECUTION; AUTHENTICATION .............................................. ..............................5
SECTION 6.
REGISTRATION AND EXCHANGE OR TRANSFF_R OF BONDS; PERSONS
TREATEDAS OWNERS ..................................................... ..............................5
SECTION 7.
GLOBAL BOOK -ENTRY SYSTEM ............................................. ..............................7
SECTION8.
FORM OF BOND ...................................................................... ..............................9
SECTION9.
TAX LEVY ............................................................................. .............................I5
SECTION 10.
FILING WITH COUNTY CLERK ................................................ .............................17
SECTION11.
SALE OF BONDS ..................................................................... .............................17
SECTION 12.
CREATION OF FUNDS AND APPROPRIATIONS ......................... .............................18
SECTION 13.
NON - ARBITRAGE AND TAX - EXEMPTION ............................... .............................19
SECTION 14.
LIST OF BONDHOLDERS ......................................................... .............................38
SECTION 15.
RIGHTS AND DUTIES OF BOND REGISTRAR AND PAYING AGENT ........................38
SECTION 16.
CONTINUING DISCLOSURE UNDERTAKING ............................ .............................39
SECTION 17. RECORD- KEEPING POLICY AND POST- ISSUANCE COMPLIANCE
MATTERS....................................................................... .............................40
SECTION 18. SEVERABILITY ....................................................................... .............................43
SECTION19. REPEALER ............................................................................. .............................43
SECTION20. EFFECTIVE DATE ................................................................... .............................44
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ORDINANCE NUMBER 6118
AN ORDINANCE providing for the issuance of $6,290,000 General
Obligation Bonds, Series 2014, of the Village of Mount Prospect,
Cook County, Illinois, to fund capital improvements related to
roads within said Village, and providing for the levy of a direct
annual tax sufficient to pay the principal of and interest on said
bonds.
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 President and Board of Trustees of the Village (the "Board ") has
considered the needs of the Village and has heretofore determined and does hereby determine
that it is advisable, necessary and in the best interests of the Village to fund capital
improvements related to roads within the Village and to pay bond issuance costs (the "Project ");
and
WHEREAS the estimated cost to the Village of the Project, including costs of issuance for
the hereinafter defined Bonds, is the sum of $6,290,000 plus any estimated available amount of
interest earnings on said sum prior to its expenditure; and
WHEREAS 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, general obligation bonds of the Village be issued in the
principal amount of $6,290,000, and that such indebtedness be incurred in accordance with the
Act as hereinafter defined, and without submitting the question of incurring such indebtedness to
the electors of the Village for their approval; and
WHEREAS the Board does hereby determine that it is advisable and in the best interests of
the Village to borrow $6,290,000 at this time pursuant to the Act for the purpose of paying the
costs of the Project and, in evidence of such borrowing, to issue its full faith and credit bonds in
the principal amount of $6,290,000:
Now THEREFORE Be It Ordained by the President and Board of Trustees of the Village of
Mount Prospect, Cook County, Illinois, in the exercise of its home rule powers, as follows:
Section 1. Definitions. In addition to such other words and terms used and defined in
this Ordinance, the following words and terms used in this Ordinance shall have the following
meanings, unless, in either case, the context or use clearly indicates another or different meaning
is intended:
"Act" means, collectively, 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.
"Board" means the President and Board of Trustees of the Village.
"Bond" or "Bonds" means one or more, as applicable, of the $6,290,000 General
Obligation Bonds, Series 2014, authorized to be issued by this Ordinance.
"Bond Fund" means the Bond Fund established and defined in Section 12 of this
Ordinance.
"Bond Register" means the books of the Village kept by the Bond Registrar to evidence
the registration and transfer of the Bonds.
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"Bond Registrar" means The Bank of New York Mellon Trust Company, National
Association, Chicago, Illinois, or successor or assigns.
"Code" means the Internal Revenue Code of 1986, as amended.
"County Clerk" means the County Clerk of The County of Cook, Illinois.
"Ordinance" means this Ordinance, numbered as set forth on the title page hereof, and
passed by the Board on the 21st day of January, 2014.
"Paying Agent" means The Bank of New York Mellon Trust Company, National
Association, Chicago, Illinois, or successor or assigns.
"Pledged Taxes" means the taxes levied on the taxable property within the Village to pay
the principal of and interest on the Bonds as provided in Section 9 hereof.
"Project" means the Village capital expenditures as described and defined as such in the
preambles to this Ordinance.
"Village" means the Village of Mount Prospect, Cook County, Illinois.
Section 2. Incorporation of Preambles. The Board hereby finds that all of the recitals
contained in the preambles to this Ordinance are true, correct and complete and does incorporate
them into this Ordinance by this reference.
Section 3. Determination to Issue Bonds. It is necessary and in the best interests of the
Village to undertake the Project, to pay all related costs and expenses incidental thereto, and to
borrow money and issue the Bonds for such purposes. It is hereby found and determined that
such borrowing of money is necessary for the welfare of the government and affairs of the
Village, is for a proper public purpose or purposes and is in the public interest, and is authorized
pursuant to the Act; and these findings and determinations shall be deemed conclusive.
Section 4. Bond Details. For the purpose of providing for such costs, there shall be
issued and sold the Bonds in the principal amount of $6,290,000. The Bonds shall be designated
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"General Obligation Bonds, Series 2014 "; be dated February 4, 2014 (the "Dated Date "); and
shall also bear the date of authentication thereof. The Bonds shall be in fully registered form,
shall be in denominations of $5,000 or integral multiples thereof (but no single Bond shall
represent principal maturing on more than one date), shall be numbered consecutively in such
fashion as shall be determined by the Bond Registrar, and shall become due and payable serially
(without option of prior redemption) on December 1 of the years and in the amounts and bearing
interest at the rates per annum as follows:
YEAR
AMOUNT
RATE
2014
$ 315,000
3.00%
2015
290,000
3.00%
2016
300,000
3.00%
2017
305,000
3.00%
2018
405,000
3.00%
2019
560,000
3.00%
2020
760,000
3.00%
2021
965,000
3.00%
2022
1,125,000
3.00%
2023
1,265,000
3.00%
Each Bond shall bear interest 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 principal amount of such Bond is paid or duly provided for, such interest (computed upon the
basis of a 360 -day year of twelve 30 -day months) being payable on June 1 and December 1 of
each year, commencing on June 1, 2014. Interest on each Bond shall be paid by check or draft of
the Paying Agent, payable upon presentation thereof in lawful money of the United States of
America, to the person in whose name such Bond is registered at the close of business on the
applicable Record Date (the "Record Date "), and mailed to the registered owner of the Bond as
shown in the Bond Register or at such other address furnished in writing by such Registered
Owner. The Record Date shall be the 15th day of the month next preceding any regular or other
interest payment date. The principal of the Bonds shall be payable in lawful money of the
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United States of America upon presentation thereof at the principal corporate trust office of the
Paying Agent.
Section 5. Execution; Authentication. The Bonds shall be executed on behalf of the
Village by the manual or facsimile signature of its President and attested by the manual or
facsimile signature of its Village Clerk, as they may determine, and shall have impressed or
imprinted thereon the corporate seal or facsimile thereof of the Village. In case any such officer
whose signature shall appear on any Bond shall cease to be such officer before the delivery of
such Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as
if such officer had remained in office until delivery. All Bonds shall have thereon a certificate of
authentication, substantially in the form hereinafter set forth, duly executed by the Bond
Registrar as authenticating agent of the Village and showing the date of authentication. No Bond
shall be valid or obligatory for any purpose or be entitled to any security or benefit under this
Ordinance unless and until such certificate of authentication shall have been duly executed by the
Bond Registrar by manual signature, and such certificate of authentication upon any such Bond
shall be conclusive evidence that such Bond has been authenticated and delivered under this
Ordinance. The certificate of authentication on any Bond shall be deemed to have been executed
by it if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that
the same officer sign the certificate of authentication on all of the Bonds issued hereunder.
Section 6. Registration and Exchange or Transfer of Bonds; Persons Treated as
Owners. The Village shall cause books for the registration and for the transfer of the Bonds as
provided in this Ordinance to be kept at the principal corporate trust office of the Bond Registrar,
which is hereby constituted and appointed the registrar of the Village for the Bonds. The Village
is authorized to prepare, and the Bond Registrar or such other agent as the Village may designate
shall keep custody of, multiple Bond blanks executed by the Village for use in the transfer and
exchange of Bonds.
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Any Bond may be transferred or exchanged, 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 or exchange of any Bond at the principal corporate trust office of the Bond Registrar,
duly endorsed by or accompanied by a written instrument or instruments of transfer or exchange
in form satisfactory to the Bond Registrar and duly executed by the registered owner or an
attorney for such owner duly authorized in writing, the Village shall execute and the Bond
Registrar shall authenticate, date and deliver in the name of the transferee or transferees or, in the
case of an exchange, the registered owner, a new fully registered Bond or Bonds of like tenor, of
the same maturity, bearing the same interest rate, of authorized denominations, for a like
aggregate principal amount.
The Bond Registrar shall not be required to transfer or exchange any Bond during the
period from the close of business on the Record Date for an interest payment to the opening of
business on such interest payment date.
The execution by the Village of any fully registered Bond shall constitute full and due
authorization of such Bond, and the Bond Registrar shall thereby be authorized to authenticate,
date and deliver such Bond; provided, however, that the principal amount of Bonds of each
maturity authenticated by the Bond Registrar shall not at any one time exceed the authorized
principal amount of Bonds for such maturity less the amount of such Bonds which have been
paid.
The person in whose name any Bond 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 any
Bond 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 such Bond to the extent of the sum or sums so paid.
No service charge shall be made for any transfer or exchange of Bonds, but the Village or
the Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any transfer or exchange of Bonds.
Section 7. Global Book -Entry System. The Bonds shall be initially issued in the form
of a separate single fully registered Bond for each of the maturities of the Bonds determined as
described in Section 4 hereof. Upon initial issuance, the ownership of each such Bond shall be
registered in the Bond Register in the name of Cede & Co., or any successor thereto ("Cede"), as
nominee of The Depository Trust Company, New York, New York, and its successors and
assigns ( "DTC "). All of the outstanding Bonds shall be registered in the Bond Register in the
name of Cede, as nominee of DTC, except as hereinafter provided. The President, Village Clerk
and Village Treasurer and the Bond Registrar are each authorized to execute and deliver, on
behalf of the Village, such letters to or agreements with DTC as shall be necessary to effectuate
such book -entry system (any such letter or agreement being referred to herein as the
"Representation Letter "), which Representation Letter may provide for the payment of principal
of or interest on the Bonds by wire transfer.
With respect to Bonds registered in the Bond Register in the name of Cede, as nominee
of DTC, the Village and the Bond Registrar shall have no responsibility or obligation to any
broker - dealer, bank or other financial institution for which DTC holds Bonds from time to time
as securities depository (each such broker - dealer, bank or other financial institution being
referred to herein as a "DTC Participant ") or to any person on behalf of whom such a DTC
Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence,
the Village and the Bond Registrar shall have no responsibility or obligation with respect to
(i) the accuracy of the records of DTC, Cede or any DTC Participant with respect to any
ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person,
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other than a registered owner of a Bond as shown in the Bond Register, of any notice with
respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC
Participant or any other person, other than a registered owner of a Bond as shown in the Bond
Register, of any amount with respect to the principal of or interest on the Bonds. The Village
and the Bond Registrar may treat and consider the person in whose name each Bond is registered
in the Bond Register as the holder and absolute owner of such Bond for the purpose of payment
of principal and interest with respect to such Bond, for the purpose of giving notices of
redemption and other matters with respect to such Bond, for the purpose of registering transfers
with respect to such Bond, and for all other purposes whatsoever. The Bond Registrar shall pay
all principal of and interest on the Bonds only to or upon the order of the respective registered
owners of the Bonds, as shown in the Bond Register, or their respective attorneys duly
authorized in writing, and all such payments shall be valid and effective to fully satisfy and
discharge the Village's obligations with respect to payment of the principal of and interest on the
Bonds to the extent of the sum or sums so paid. No person other than a registered owner of a
Bond as shown in the Bond Register, shall receive a Bond evidencing the obligation of the
Village to make payments of principal and interest with respect to any Bond. Upon delivery by
DTC to the Bond Registrar of written notice to the effect that DTC has determined to substitute a
new nominee in place of Cede, and subject to the provisions in Section 4 hereof with respect to
the payment of interest to the registered owners of Bonds at the close of business on the 15th day
of the month next preceding the applicable interest payment date, the name "Cede" in this
Ordinance shall refer to such new nominee of DTC.
In the event that (1) the Village determines that DTC is incapable of discharging its
responsibilities described herein and in the Representation Letter, (ii) the agreement among the
Village, the Bond Registrar and DTC evidenced by the Representation Letter shall be terminated
for any reason or (iii) the Village determines that it is in the best interests of the beneficial
owners of the Bonds that they be able to obtain certificated Bonds, the Village shall notify DTC
and DTC Participants of the availability through DTC of certificated Bonds and the Bonds shall
no longer be restricted to being registered in the Bond Register in the name of Cede, as nominee
of DTC. At that time, the Village may determine that the Bonds shall be registered in the name
of and deposited with such other depository operating a universal book -entry system, as may be
acceptable to the Village, or such depository's agent or designee, and if the Village does not
select such alternate universal book -entry system, then the Bonds may be registered in whatever
name or names registered owners of Bonds transferring or exchanging Bonds shall designate, in
accordance with the provisions of Section 6 hereof.
Notwithstanding any other provisions of this Ordinance to the contrary, so long as any
Bond is registered in the name of Cede, as nominee of DTC, all payments with respect to
principal of and interest on such Bond and all notices with respect to such Bond shall be made
and given, respectively, in the name provided in the Representation Letter.
Section 8. Form of Bond. The Bonds shall be in substantially the form hereinafter set
forth; provided, however, that if the text of the Bonds is to be printed in its entirety on the front
side of the Bonds, then the second paragraph on the front side and the legend "See Reverse Side
for Additional Provisions" shall be omitted and the text of paragraphs set forth for the reverse
side shall be inserted immediately after the first paragraph.
In
FORM OF BOND - FRONT SIDE]
REGISTERED REGISTERED
No. $
UNITED STATES OF AMERICA
STATE OF ILLINOIS
COUNTY OF COOK
VILLAGE OF MOUNT PROSPECT
GENERAL OBLIGATION BOND, SERIES 2014
See Reverse Side for
Additional Provisions.
Interest Maturity
Rate: % Date: December 1, 20_
Registered Owner: CEDE & CO.
Principal Amount:
Dated
Date: February 4, 2014
CUSIP: 622826
DOLLARS
KNOW ALL PERSONS BY THESE PRESENTS that the Village of Mount Prospect, Cook
County, Illinois, a municipality, home rule unit, 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, on the Maturity
Date identified above, the Principal Amount identified above and to pay interest (computed on
the basis of a 360 -day year of twelve 30 -day months) on such Principal Amount from the later of
the Dated Date of this Bond identified above or from the most recent interest payment date to
which interest has been paid or duly provided for, at the Interest Rate per annum identified
above, such interest to be payable on June 1 and December 1 of each year, commencing June 1,
2014, until said Principal Amount is paid or duly provided for. The principal of this Bond is
payable in lawful money of the United States of America upon presentation hereof at the
principal corporate trust office of The Bank of New York Mellon Trust Company, National
Association, Chicago, Illinois, as paying agent (the "Paying Agent "). Payment of interest shall
be made to the Registered Owner hereof as shown on the registration books of the Village
maintained by The Bank of New York Mellon Trust Company, National Association, Chicago,
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Illinois, as bond registrar (the "Bond Registrar "), at the close of business on the applicable
Record Date (the "Record Date"). The Record Date shall be the 15th day of the month next
preceding of any regular or other interest payment date. Interest shall be paid by check or draft
of the Paying Agent, payable upon presentation in lawful money of the United States of
America, mailed to the address of such Registered Owner as it appears on such registration
books or at such other address furnished in writing by such Registered Owner to the Bond
Registrar, or as otherwise agreed by the Village and Cede & Co., as nominee, or successor, for so
long as this Bond is held by The Depository Trust Company, New York, New York, the
depository, or nominee, in book -entry only form as provided for same.
Reference is hereby made to the further provisions of this Bond set forth on the reverse
hereof, and such further provisions shall for all purposes have the same effect as if set forth at
this place.
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 Bond, including the authorizing Act, have existed and have been properly done,
happened and been performed in regular and due form and time as required by law; that the
indebtedness of the Village, represented by the Bonds, and including all other indebtedness of
the Village, howsoever evidenced or incurred, does not exceed any constitutional or statutory or
other lawful limitation; and that provision has been made for the collection of a direct annual tax,
in addition to all other taxes, on all of the taxable property in the Village sufficient to pay the
interest hereon as the same falls due and also to pay and discharge the principal hereof at
maturity.
THE VILLAGE HAS DESIGNATED THIS BOND AS A "QUALIFIED TAX - EXEMPT OBLIGATION"
PURSUANT TO SECTION 265(b)(3) OF THE INTERNAL REVENUE CODE OF 1986.
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This Bond shall not be valid or become obligatory for any purpose until the certificate of
authentication hereon shall have been signed by the Bond Registrar.
IN WITNESS WHEREOF the Village of Mount Prospect, Cook County, Illinois, by its
President and Board of Trustees, has caused this Bond to be executed by the manual or duly
authorized facsimile signature of its President and attested by the manual or duly authorized
facsimile signature of its Village Clerk and its corporate seal or a facsimile thereof to be
impressed or reproduced hereon, all as appearing hereon and as of the Dated Date identified
above.
SPECIMEN
President, Village of Mount Prospect,
Cook County, Illinois
ATTEST:
S PECIM EN
Village Clerk, Village of Mount Prospect,
Cook County, Illinois
[SEAL]
Date of Authentication: , 20_
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within - mentioned Ordinance and is one of
the General Obligation Bonds, Series 2014, having a Dated Date of February 4, 2014, of the
Village of Mount Prospect, Cook County, Illinois.
THE BANK OF NEW YORK MELLON TRUST
COMPANY, NATIONAL ASSOCIATION, as Bond
Registrar
By SPECIMEN
Authorized Officer
Bond Registrar and Paying Agent:
The Bank of New York Mellon Trust
Company, National Association,
Chicago, Illinois
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FORM OF BOND - REVERSE SIDE]
This bond is one of a series of bonds (the "Bonds ") in the aggregate principal amount of
$6,290,000 issued by the Village for the purpose of paying the costs of the Project and paying
expenses incidental thereto, all as described and defined in the ordinance authorizing the Bonds
(the "Ordinance "), pursuant to and in all respects in compliance with the applicable provisions
of the Illinois Municipal Code, as supplemented and amended, and as further supplemented and,
where necessary, superseded, by the powers of the Village as a home rule unit under the
provisions of Section 6 of Article VII of the Illinois Constitution of 1970 (such code and powers
collectively, being the "Act "), and with the Ordinance, which has been duly passed by the
President and Board of Trustees of the Village and approved by the President.
This Bond may be transferred or exchanged, but only in the manner, subject to the
limitations, and upon payment of the charges as set forth in the Ordinance. Upon surrender for
transfer or exchange of this Bond at the principal corporate trust office of the Bond Registrar,
duly endorsed by or accompanied by a written instrument or instruments of transfer or exchange
in form satisfactory to the Bond Registrar and duly executed by the Registered Owner or an
attorney for such owner duly authorized in writing, the Village shall execute and the Bond
Registrar shall authenticate, date and deliver in the name of the transferee or transferees or, in the
case of an exchange, the Registered Owner, a new fully registered Bond or Bonds of like tenor,
of the same maturity, bearing the same interest rate, of authorized denominations, for a like
aggregate principal amount.
The Bond Registrar shall not be required to transfer or exchange any Bond during the
period from the close of business on the Record Date for an interest payment to the opening of
business on such interest payment date.
The Village, the Bond Registrar and the Paying Agent may deem and treat the Registered
Owner hereof as the absolute owner hereof for the purpose of receiving payment of or on
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account of principal hereof and interest due hereon and for all other purposes, and the Village,
the Bond Registrar and the Paying Agent shall not be affected by any notice to the contrary.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
Here insert Social Security Number,
Employer Identification Number or
other Identifying Number
(Name and Address of Assignee)
the within Bond and does hereby irrevocably constitute and appoint
as attorney to transfer the said Bond 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 Bond in every particular,
without alteration or enlargement or any change whatever.
Section 9. Tax Levy. For the purpose of providing funds required to pay the interest on
the Bonds promptly when and as the same falls due, and to pay and discharge the principal
thereof at maturity, there is hereby levied upon all of the taxable property within the Village, in
the years for which any of the Bonds are outstanding, a direct annual tax sufficient for that
purpose; and there is hereby levied on all of the taxable property in the Village, in addition to all
other taxes, the following direct annual taxes (the Pledged Taxes as hereinabove defined):
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FOR THE YEAR
A TAX SUFFICIENT TO PRODUCE THE DOLLAR SUM OF:
2013
$ 470,677.50
for interest and principal up to and
including December 1, 2014
2014
$ 469,250.00
for interest and principal
2015
$ 470,550.00
for interest and principal
2016
$ 466,550.00
for interest and principal
2017
$ 557,400.00
for interest and principal
2018
$ 700,250.00
for interest and principal
2019
$ 883,450.00
for interest and principal
2020
$ 1,065,650.00
for interest and principal
2021
$ 1,196,700.00
for interest and principal
2022
$ 1,302,950.00
for interest and principal
The Pledged Taxes and other moneys on deposit in the Bond Fund shall be applied to pay the
principal of and interest on the Bonds.
Interest or principal coming due at any time when there are insufficient funds on hand
from the Pledged Taxes to pay the same shall be paid promptly when due from current funds on
hand in advance of the collection of the Pledged Taxes herein levied; and when the Pledged
Taxes shall have been collected, reimbursement shall be made to said funds in the amount so
advanced. The Village covenants and agrees with the purchasers and registered owners of the
Bonds that so long as any of 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. The Village and its officers will comply with all present and
future applicable laws in order to assure that the Pledged Taxes may be levied, extended and
collected as provided herein and deposited into the Bond Fund.
Whenever other funds from any lawful source are made available for the purpose of
paying any principal of or interest on the Bonds so as to enable the abatement of the taxes levied
herein for the payment of same, the Board shall, by proper proceedings, direct the deposit of
such funds into the Bond Fund and further shall direct the abatement of the taxes by the amount
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so deposited. A certified copy or other notification of any such proceedings abating taxes may
then be filed with the County Clerk in a timely manner to effect such abatement.
Section 10. Filing with County Clerk. Promptly, as soon as this Ordinance becomes
effective, a copy hereof, certified by the Village Clerk of the Village shall be filed with the
County Clerk; and the County Clerk shall in and for each of the years 2013 to 2022, inclusive,
ascertain the rate percent required to produce the aggregate tax hereinbefore provided to be
levied in each of said years; and the County Clerk shall extend the same for collection on the tax
books in connection with other taxes levied in said years in and by the Village for general
corporate purposes of the Village; and in said years such annual tax shall be levied and collected
by and for and on behalf of the Village in like manner as taxes for general corporate purposes for
said years are levied and collected, and in addition to and in excess of all other taxes.
Section 11. Sale of Bonds. The Bonds hereby authorized shall be executed as in this
Ordinance provided as soon after the passage hereof as may be, and thereupon be deposited with
the Treasurer of the Village, and be by said Treasurer delivered to Robert W. Baird & Co.
Incorporated, Milwaukee, Wisconsin, the purchaser thereof (the "Purchaser "), upon receipt of
the purchase price therefor, the same being $6,543,932.01, plus accrued interest, if any, to the
delivery date; the contract for the sale of the Bonds heretofore entered into (the "Purchase
Contract ") is in all respects ratified, approved and confirmed, it being hereby found and
determined that the Bonds have been sold at such price and bear interest at such rates that neither
the true interest cost (yield) nor the net interest rate received upon such sale exceed the
maximum rate otherwise authorized by Illinois law and that the Purchase Contract is in the best
interests of the Village and that no person holding any office of the Village, either by election or
appointment, is in any manner financially interested directly in his own name or indirectly in the
name of any other person, association, trust or corporation, in the Purchase Contract.
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The use by the Purchaser of any Preliminary Official Statement and any final Official
Statement relating to the Bonds (the "Official Statement ") is hereby ratified, approved and
authorized; the execution and delivery of the Official Statement 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 Official Statement, the Official Statement and the Bonds.
Section 12. Creation of Funds and Appropriations. The proceeds derived from the sale
of the Bonds shall be used as follows:
A. Any accrued interest received upon the delivery of the Bonds is hereby
appropriated for the purpose of paying the interest due on the Bonds and is hereby
ordered deposited into the "General Obligation Bonds, Series 2014, Bond Fund" (the
"Bond Fund "), hereby created, which shall be the fund for the payment of principal of
and interest on the Bonds.
The Pledged Taxes shall either be deposited into the Bond Fund and used solely
and only for paying the principal of and interest on the Bonds or be used to reimburse a
fund or account from which advances to the Bond Fund may have been made to pay
principal of or interest on the Bonds prior to receipt of Pledged Taxes. Interest income or
investment profit earned in the Bond Fund shall be retained in the Bond Fund for
payment of the principal of or interest on the Bonds on the interest payment date next
after such interest or profit is received or, to the extent lawful and as determined by the
Board, transferred to such other fund as may be determined. The Village hereby pledges,
as equal and ratable security for the Bonds, all present and future proceeds of the Pledged
Taxes for the sole benefit of the registered owners of the Bonds, subject to the reserved
right of the Board to transfer certain interest income or investment profit earned in the
Bond Fund to other funds of the Village, as described in the preceding sentence.
B. The proceeds of the Bonds and any premium received from the sale of the
Bonds shall be set aside in a separate fund, hereby created, and designated as the "Project
Fund" (the "Project Fund "). Money in the Project Fund shall be used to pay all costs of
the Project and all costs and expenses incidental or allocable or related thereto, including
all costs of issuance of the Bonds. The Board reserves the right, as it becomes necessary
from time to time, to revise the list of expenditures hereinabove set forth, to change
priorities, to revise cost allocations between expenditures and to substitute projects, in
order to meet current needs of the Village; subject, however, to the tax covenants set
forth herein. At the time of the issuance of the Bonds, the costs of issuance of the Bonds
may be paid by the Purchaser on behalf of the Village from the proceeds of the Bonds.
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Section 13. Non - Arbitrage and Tax - Exemption. One purpose of this Section is to set
forth various facts regarding the Bonds and to establish the expectations of the Board and the
Village as to future events regarding the Bonds and the use of Bond proceeds. The certifications,
covenants and representations contained herein and at the time of the Closing are made on behalf
of the Village for the benefit of the owners from time to time of the Bonds. In addition to
providing the certifications, covenants and representations contained herein, 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 Bonds) if taking, permitting or omitting to take such action would cause any
of the Bonds to be an arbitrage bond or a private activity bond within the meaning of the
hereinafter defined Code or would otherwise cause the interest on the Bonds to be included in the
gross income of the recipients thereof for federal income tax purposes. The Village
acknowledges that, in the event of an examination by the Internal Revenue Service (the "IRS ")
of the exemption from federal income taxation for interest paid on the Bonds, under present
rules, the Village may be treated as a "taxpayer" in such examination and agrees that it will
respond in a commercially reasonable manner to any inquiries from the IRS in connection with
such an examination. The Board and the Village certify, covenant and represent as follows:
11. Definitions. In addition to such other words and terms used and defined in
this Ordinance, the following words and terms used in this Section shall have the
following meanings unless, in either case, the context or use clearly indicates another or
different meaning is intended:
"Affiliated Person" means any Person that (a) at any time during the six months
prior to the execution and delivery of the Bonds, (i) has more than five percent of the
voting power of the governing body of the Village in the aggregate vested in its directors,
officers, owners, and employees or, (ii) has more than five percent of the voting power of
its governing body in the aggregate vested in directors, officers, board members or
employees of the Village or (b) during the one -year period beginning six months prior to
the execution and delivery of the Bonds, (i) the composition of the governing body of
which is modified or established to reflect (directly or indirectly) representation of the
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interests of the Village (or there is an agreement, understanding, or arrangement relating
to such a modification or establishment during that one -year period) or (ii) the
composition of the governing body of the Village is modified or established to reflect
(directly or indirectly) representation of the interests of such Person (or there is an
agreement, understanding, or arrangement relating to such a modification or
establishment during that one -year period).
"Bond Counsel" means Chapman and Cutler LLP or any other nationally
recognized firm of attorneys experienced in the field of municipal bonds whose opinions
are generally accepted by purchasers of municipal bonds.
"Capital Expenditures" means costs of a type that would be properly chargeable
to a capital account under the Code (or would be so chargeable with a proper election)
under federal income tax principles if the Village were treated as a corporation subject to
federal income taxation, taking into account the definition of Placed -in- Service set forth
herein.
"Closing" means the first date on which the Village is receiving the purchase
price for the Bonds.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commingled Fund" means any fund or account containing both Gross Proceeds
and an amount in excess of $25,000 that are not Gross Proceeds if the amounts in the
fund or account are invested and accounted for, collectively, without regard to the source
of funds deposited in the fund or account. An open -ended regulated investment company
under Section 851 of the Code is not a Commingled Fund.
"Control" means the possession, directly or indirectly through others, of either of
the following discretionary and non - ministerial rights or powers over another entity:
(a) to approve and to remove without cause a controlling portion of the
governing body of a Controlled Entity; or
(b) to require the use of funds or assets of a Controlled Entity for any
purpose.
"Controlled Entity" means any entity or one of a group of entities that is subject
to Control by a Controlling Entity or group of Controlling Entities.
"Controlled Group" means a group of entities directly or indirectly subject to
Control by the same entity or group of entities, including the entity that has Control of the
other entities.
"Controlling Entity" means any entity or one of a group of entities directly or
indirectly having Control of any entities or group of entities.
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"Costs of Issuance" means the costs of issuing the Bonds, including underwriters'
discount and legal fees.
"De minimis Amount of Original Issue Discount or Premium" means with respect
to an obligation (a) any original issue discount or premium that does not exceed two
percent of the stated redemption price at maturity of the Bonds plus (b) any original issue
premium that is attributable exclusively to reasonable underwriter's compensation.
"External Commingled Fund" means a Commingled Fund in which the Village
and all members of the same Controlled Group as the Village own, in the aggregate, not
more than ten percent of the beneficial interests.
"GIC" means (a) any investment that has specifically negotiated withdrawal or
reinvestment provisions and a specifically negotiated interest rate and (b) any agreement
to supply investments on two or more future dates (e.g., a forward supply contract).
"Gross Proceeds" means amounts in the Bond Fund and the Project Fund.
"Net Sale Proceeds" means amounts actually or constructively received from the
sale of the Bonds reduced by any such amounts that are deposited in a reasonably
required reserve or replacement fund for the Bonds.
"Person" means any entity with standing to be sued or to sue, including any
natural person, corporation, body politic, governmental unit, agency, authority,
partnership, trust, estate, association, company, or group of any of the above.
"Placed -in- Service" means the date on which, based on all facts and
circumstances (a) a facility has reached a degree of completion that would permit its
operation at substantially its design level and (b) the facility is, in fact, in operation at
such level.
"Private Business Use" means any use of the Project by any Person other than a
state or local government unit, including as a result of (1) ownership, (ii) actual or
beneficial use pursuant to a lease or a management, service, incentive payment, research
or output contract or (iii) any other similar arrangement, agreement or understanding,
whether written or oral, except for use of the Project on the same basis as the general
public. Private Business Use includes any formal or informal arrangement with any
person other than a state or local governmental unit that conveys special legal
entitlements to any portion of the Project that is available for use by the general public or
that conveys to any person other than a state or local governmental unit any special
economic benefit with respect to any portion of the Project that is not available for use by
the general public.
"Qualified Administrative Costs of Investments" means (a) reasonable, direct
administrative costs (other than carrying costs) such as separately stated brokerage or
selling commissions but not legal and accounting fees, recordkeeping, custody and
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similar costs; or (b) all reasonable administrative costs, direct or indirect, incurred by a
publicly offered regulated investment company or an External Commingled Fund.
"Qualified Tax Exempt Obligations" means (a) any obligation described in
Section 103(x) of the Code, the interest on which is excludable from gross income of the
owner thereof for federal income tax purposes and is not an item of tax preference for
purposes of the alternative minimum tax imposed by Section 55 of the Code; (b) an
interest in a regulated investment company to the extent that at least ninety -five percent
of the income to the holder of the interest is interest which is excludable from gross
income under Section 103 of the Code of any owner thereof for federal income tax
purposes and is not an item of tax preference for purposes of the alternative minimum tax
imposed by Section 55 of the Code; and (c) certificates of indebtedness issued by the
United States Treasury pursuant to the Demand Deposit State and Local Government
Series program described in 31 C.F.R. pt. 344.
"Rebate Fund" means the fund, if any, identified and defined in paragraph 4.2
herein.
"Rebate Provisions" means the rebate requirements contained in Section 148(f)
of the Code and in the Regulations.
"Regulations" means United States Treasury Regulations dealing with the
tax - exempt bond provisions of the Code.
"Reimbursed Expenditures" means expenditures of the Village paid prior to
Closing to which Sale Proceeds or investment earnings thereon are or will be allocated.
"Reserve Portion of the Bond Fund" means the portion of the Bond Fund funded
in excess of the amount of debt service payable each year.
"Sale Proceeds" means amounts actually or constructively received from the sale
of the Bonds, including (a) amounts used to pay underwriters' discount or compensation
and accrued interest, other than accrued interest for a period not greater than one year
before Closing but only if it is to be paid within one year after Closing and (b) amounts
derived from the sale of any right that is part of the terms of a Bond or is otherwise
associated with a Bond (e.g., a redemption right).
"Yield" means that discount rate which when used in computing the present value
of all payments of principal and interest paid and to be paid on an obligation (using
semiannual compounding on the basis of a 360 -day year) produces an amount equal to
the obligation's purchase price (or in the case of the Bonds, the issue price as established
in paragraph 5.1 hereof), including accrued interest.
"Yield Reduction Payment" means a rebate payment or any other amount paid to
the United States in the same manner as rebate amounts are required to be paid or at such
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other time or in such manner as the Internal Revenue Service may prescribe that will be
treated as a reduction in Yield of an investment under the Regulations.
2.1. Purpose of the Bonds. The Bonds are being issued to finance the Project in
a prudent manner consistent with the revenue needs of the Village. A breakdown of the
sources and uses of funds is set forth in the preceding Section of this Ordinance. At least
75% of the sum of (i) Sale Proceeds plus (ii) all investment earnings thereon during the
period ending on the date of completion of the Project, less (iii) Costs of Issuance paid
from Sale Proceeds or investment earnings thereon, less (iv) Sale Proceeds or investment
earnings thereon deposited in a reasonably required reserve or replacement fund, are
expected to be used for construction purposes with respect to property owned by a
governmental unit or a Section 501(c)(3) organization. Except for any accrued interest
on the Bonds used to pay first interest due on the Bonds, no proceeds of the Bonds will
be used more than 30 days after the date of issue of the Bonds for the purpose of paying
any principal or interest on any issue of bonds, notes, certificates or warrants or on any
installment contract or other obligation of the Village or for the purpose of replacing any
funds of the Village used for such purpose.
2.2. The Project— Binding Commitment and Timing. The Village has incurred or
will, within six months of the Closing, incur a substantial binding obligation (not subject
to contingencies within the control of the Village or any member of the same Controlled
Group as the Village) to a third party to expend at least five percent of the Net Sale
Proceeds on the Project. It is expected that the work of acquiring and constructing the
Project and the expenditure of amounts deposited into the Project Fund will continue to
proceed with due diligence through February 4, 2017, at which time it is anticipated that
all Sale Proceeds and investment earnings thereon will have been spent.
2.3. Reimbursement. With respect to expenditures for the Project paid within the
60 day period ending on this date and with respect to which no declaration of intent was
previously made, the Village hereby declares its intent to reimburse such expenditures
and hereby allocates Sale Proceeds in the amount indicated in the Treasurer's Receipt to
be delivered in connection with the issuance of the Bonds to reimburse said expenditures.
Otherwise, none of the Sale Proceeds or investment earnings thereon will be used for
Reimbursed Expenditures.
2.4. Working Capital. All Sale Proceeds and investment earnings thereon will
be used, directly or indirectly, to finance Capital Expenditures other than the following:
(a) an amount not to exceed five percent of the Sale Proceeds for
working capital expenditures directly related to Capital Expenditures financed by
the Bonds;
(b) payments of interest on the Bonds for a period commencing at
Closing and ending on the later of the date three years after Closing or one year
after the date on which the Project is Placed -in- Service;
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(c) Costs of Issuance and Qualified Administrative Costs of Investments;
(d) payments of rebate or Yield Reduction Payments made to the United
States under the Regulations;
(e) principal of or interest on the Bonds paid from unexpected excess
Sale Proceeds and investment earnings thereon; and
(f) investment earnings that are commingled with substantial other
revenues and are expected to be allocated to expenditures within six months.
2.5. Consequences of Contrary Expenditure. The Village acknowledges that if
Sale Proceeds and investment earnings thereon are spent for non - Capital Expenditures
other than as permitted by paragraph 2.4 hereof, a like amount of then available funds of
the Village will be treated as unspent Sale Proceeds.
2.6. Payments to Village or Related Persons. The Village acknowledges that if
Sale Proceeds or investment earnings thereon are transferred to or paid to the Village or
any member of the same Controlled Group as the Village, those amounts will not be
treated as having been spent for federal income tax purposes. However, Sale Proceeds or
investment earnings thereon will be allocated to expenditures for federal income tax
purposes if the Village uses such amounts to reimburse itself for amounts paid to persons
other than the Village or any member of the same Controlled Group as the Village,
provided that the original expenditures were paid on or after Closing or are permitted
under paragraph 2.3 of this Section, and provided that the original expenditures were not
otherwise paid out of Sale Proceeds or investment earnings thereon or the proceeds of
any other borrowing. In addition, investment earnings may be allocated to expenditures
to the extent provided in paragraph 24(f) of this Section. Any Sale Proceeds or
investment earnings thereon that are transferred to or paid to the Village or any member
of the same Controlled Group as the Village will remain Sale Proceeds or investment
earnings thereon, and thus Gross Proceeds, until such amounts are allocated to
expenditures for federal income tax purposes. If the Village does not allocate any such
amounts to expenditures for the Project or other expenditures permitted under this
Ordinance, any such amounts will be allocated for federal income tax purposes to the
next expenditures, not otherwise paid out of Sale Proceeds or investment earnings
thereon or the proceeds of any other borrowing, for interest on the Bonds prior to the later
of the date three years after Closing or one year after the date on which the Project is
Placed -in- Service. The Village will consistently follow this accounting method for
federal income tax purposes.
2.7. Investment of Bond Proceeds. Not more than 50% of the Sale Proceeds and
investment earnings thereon are or will be invested in investments (other than Qualified
Tax Exempt Obligations) having a Yield that is substantially guaranteed for four years or
more. No portion of the Bonds is being issued solely for the purpose of investing a
portion of Sale Proceeds or investment earnings thereon at a Yield higher than the Yield
on the Bonds.
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It is expected that the Sale Proceeds deposited into the Project Fund, including
investment earnings on the Project Fund, will be spent to pay costs of the Project and
interest on the Bonds not later than the date set forth in paragraph 2.2 hereof, the
investment earnings on the Bond Fund will be spent to pay interest on the Bonds, or to
the extent permitted by law, investment earnings on amounts in the Project Fund and the
Bond Fund will be commingled with substantial revenues from the governmental
operations of the Village, and the earnings are reasonably expected to be spent for
governmental purposes within six months of the date earned. Interest earnings on the
Project Fund and the Bond Fund have not been earmarked or restricted by the Board for a
designated purpose.
2.8. No Grants. None of the Sale Proceeds or investment earnings thereon will
be used to make grants to any person.
2.9. Hedges. Neither the Village nor any member of the same Controlled Group
as the Village has entered into or expects to enter into any hedge (e.g., an interest rate
swap, interest rate cap, futures contract, forward contract or an option) with respect to the
Bonds. The Village acknowledges that any such hedge could affect, among other things,
the calculation of Bond Yield under the Regulations. The Internal Revenue Service could
recalculate Bond Yield if the failure to account for the hedge fails to clearly reflect the
economic substance of the transaction.
The Village also acknowledges that if it acquires a hedging contract with an
investment element (including e.g., an off - market swap agreement, or any cap agreement
for which all or a portion of the premium is paid at, or before the effective date of the cap
agreement), then a portion of such hedging contract may be treated as an investment of
Gross Proceeds of the Bonds, and be subject to the fair market purchase price rules,
rebate and yield restriction. The Village agrees not to use proceeds of the Bonds to pay
for any such hedging contract in whole or in part. The Village also agrees that it will not
give any assurances to any Bondholder or any credit or liquidity enhancer with respect to
the Bonds that any such hedging contract will be entered into or maintained. The Village
recognizes that if a portion of a hedging contract is determined to be an investment of
gross proceeds, such portion may not be fairly priced even if the hedging contract as a
whole is fairly priced.
2.10. IRS Audits. The Village represents that the IRS has not contacted the
Village regarding any obligations issued by or on behalf of the Village. To the best of the
knowledge of the Village, no such obligations of the Village are currently under
examination by the IRS.
3.1. Use of Proceeds. (a) The use of the Sale Proceeds and investment earnings
thereon and the funds held under this Ordinance at the time of Closing are described in
the preceding Section of this Ordinance. No Sale Proceeds will be used to pre -pay for
goods or services to be received over a period of years prior to the date such goods or
services are to be received. No Sale Proceeds or any investment earnings thereon will be
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used to pay for or otherwise acquire goods or services from the Village, any member of
the same Controlled Group as the Village, or an Affiliated Person.
(b) Only the funds and accounts described in said Section will be funded at
Closing. There are no other funds or accounts created under this Ordinance, other than
the Rebate Fund if it is created as provided in paragraph 4.2 hereof.
(c) Principal of and interest on the Bonds will be paid from the Bond Fund.
(d) Any Costs of Issuance incurred in connection with the issuance of the Bonds
to be paid by the Village will be paid at the time of Closing.
(e) The costs of the Project will be paid from the Project Fund and no other
moneys (except for investment earnings on amounts in the Project Fund) are expected to
be deposited therein.
3.2. Purpose of Bond Fund. The Bond Fund (other than the Reserve Portion of
the Bond Fund) will be used primarily to achieve a proper matching of revenues and
earnings with principal and interest payments on the Bonds in each bond year. It is
expected that the Bond Fund (other than the Reserve Portion of the Bond Fund) will be
depleted at least once a year, except for a reasonable carry over amount not to exceed the
greater of (a) the earnings on the investment of moneys in the Bond Fund (other than the
Reserve Portion of the Bond Fund) for the immediately preceding bond year or (b) 1 /12th
of the principal and interest payments on the Bonds for the immediately preceding bond
year.
The Village will levy taxes to produce an amount sufficient to pay all principal of
and interest on the Bonds in each bond year. To minimize the likelihood of an
insufficiency, the amount extended to pay the Bonds may in most years be in excess of
the amount required to pay principal and interest within one year of collection. This
over - collection (if any) may cause the Bond Fund as a whole to fail to function as a bona
fide debt service fund. Nevertheless, except for the Reserve Portion of the Bond Fund,
the Bond Fund will be depleted each year as described above. The Reserve Portion of the
Bond Fund will constitute a separate account not treated as part of the bona fide debt
service fund. The Reserve Portion of the Bond Fund is subject to yield restriction
requirements except as it may otherwise be excepted as provided in 5.2 below. It is also
subject to rebate requirements.
3.3. No Other Gross Proceeds. (a) Except for the Bond Fund and the Project
Fund, and except for investment earnings that have been commingled as described in
paragraph 2.6 and any credit enhancement or liquidity device related to the Bonds, after
the issuance of the Bonds, neither the Village nor any member of the same Controlled
Group as the Village has or will have any property, including cash, securities or will have
any property, including cash, securities or any other property held as a passive vehicle for
the production of income or for investment purposes, that constitutes:
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(i) Sale Proceeds;
(ii) amounts in any fund or account with respect to the Bonds (other than
the Rebate Fund);
(iii) amounts that have a sufficiently direct nexus to the Bonds or to the
governmental purpose of the Bonds to conclude that the amounts would have
been used for that governmental purpose if the Bonds were not used or to be used
for that governmental purpose (the mere availability or preliminary earmarking of
such amounts for a governmental purpose, however, does not itself establish such
a sufficient nexus);
(iv) amounts in a debt service fund, redemption fund, reserve fund,
replacement fund or any similar fund to the extent reasonably expected to be used
directly or indirectly to pay principal of or interest on the Bonds or any amounts
for which there is provided, directly or indirectly, a reasonable assurance that the
amount will be available to pay principal of or interest on the Bonds or any
obligations under any credit enhancement or liquidity device with respect to the
Bonds, even if the Village encounters financial difficulties;
(v) any amounts held pursuant to any agreement (such as an agreement to
maintain certain levels of types of assets) made for the benefit of the Bondholders
or any credit enhancement provider, including any liquidity device or negative
pledge (e.g., any amount pledged to pay principal of or interest on an issue held
under an agreement to maintain the amount at a particular level for the direct or
indirect benefit of holders of the Bonds or a guarantor of the Bonds); or
(vi) amounts actually or constructively received from the investment and
reinvestment of the amounts described in (1) or (ii) above.
(b) No compensating balance, liquidity account, negative pledge of property
held for investment purposes required to be maintained at least at a particular level or
similar arrangement exists with respect to, in any way, the Bonds or any credit
enhancement or liquidity device related to the Bonds.
(c) The term of the Bonds is not longer than is reasonably necessary for the
governmental purposes of the Bonds. The average reasonably expected economic life of
the Project is at least 10 years. The weighted average maturity of the Bonds does not
exceed 10 years and does not exceed 120 percent of the average reasonably expected
economic life of the Project. The maturity schedule of the Bonds (the "Principal
Payment Schedule ") is based on an analysis of revenues expected to be available to pay
debt service on the Bonds. The Principal Payment Schedule is not more rapid (i.e.,
having a lower average maturity) because a more rapid schedule would place an undue
burden on tax rates and cause such rates to be increased beyond prudent levels, and
would be inconsistent with the governmental purpose of the Bonds as set forth in
paragraph 2.1 hereof.
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3.4. Final Allocation of Proceeds. Subject to the requirements of this Section,
including those concerning working capital expenditures in paragraph 2.4, the Village
may generally use any reasonable, consistently applied accounting method to account for
Gross Proceeds, investments thereon, and expenditures. The Village must account for the
final allocation of proceeds of the Bonds to expenditures not later than 18 months after
the later of the date the expenditure is paid or the date the property with respect to which
the expenditure is made is Placed -in- Service. This allocation must be made in any event
by the date 60 days after the fifth anniversary of the issue date of the Bonds or the date
60 days after the retirement of the Bonds, if earlier.
Reasonable accounting methods for allocating funds include any of the following
methods if consistently applied: a specific tracing method; a Gross Proceeds spent first
method; a first -in, first -out method; or a ratable allocation method. The Village may also
reallocate proceeds of the Bonds from one expenditure to another until the end of the
period for final allocation, discussed above. Unless the Village has taken an action to use .
a different allocation method by the end of the period for a final allocation, proceeds of
the Bonds will be treated as allocated to expenditures using the specific tracing method.
4.1. Compliance with Rebate Provisions. The Village covenants to take such
actions and make, or cause to be made, all calculations, transfers and payments that may
be necessary to comply with the Rebate Provisions applicable to the Bonds. The Village
will make, or cause to be made, rebate payments with respect to the Bonds in accordance
with law.
4.2. Rebate Fund. The Village is hereby authorized to create and establish a
special fund to be known as the Rebate Fund (the "Rebate Fund "), which, if created,
shall be continuously held, invested, expended and accounted for in accordance with this
Ordinance. Moneys in the Rebate Fund shall not .be considered moneys held for the
benefit of the owners of the Bonds. Except as provided in the Regulations, moneys in the
Rebate Fund (including earnings and deposits therein) shall be held in trust for payment
to the United States as required by the Rebate Provisions and by the Regulations and as
contemplated under the provisions of this Ordinance.
4.3. Records. The Village agrees to keep and retain or cause to be kept and
retained for the period described in paragraph 7.9 adequate records with respect to the
investment of all Gross Proceeds and amounts in the Rebate Fund. Such records shall
include: (a) purchase price; (b) purchase date; (c) type of investment; (d) accrued interest
paid; (e) interest rate; (f) principal amount; (g) maturity date; (h) interest payment date;
(i) date of liquidation; and 0) receipt upon liquidation.
If any investment becomes Gross Proceeds on a date other than the date such
investment is purchased, the records required to be kept shall include the fair market
value of such investment on the date it becomes Gross Proceeds. If any investment is
retained after the date the last Bond is retired, the records required to be kept shall
include the fair market value of such investment on the date the last Bond is retired.
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Amounts or investments will be segregated whenever necessary to maintain these
records.
4.4. Fair Market Value; Certificates of Deposit and Investment Agreements. The
Village will continuously invest all amounts on deposit in the Rebate Fund, together with
the amounts, if any, to be transferred to the Rebate Fund, in any investment permitted
under this Ordinance. In making investments of Gross Proceeds or of amounts in the
Rebate Fund the Village shall take into account prudent investment standards and the
date on which such moneys may be needed. Except as provided in the next sentence, all
amounts that constitute Gross Proceeds and all amounts in the Rebate Fund shall be
invested at all times to the greatest extent practicable, and no amounts may be held as
cash or be invested in zero yield investments other than obligations of the United States
purchased directly from the United States. In the event moneys cannot be invested, other
than as provided in this sentence due to the denomination, price or availability of
investments, the amounts shall be invested in an interest bearing deposit of a bank with a
yield not less than that paid to the general public or held uninvested to the minimum
extent necessary.
Gross Proceeds and any amounts in the Rebate Fund that are invested in
certificates of deposit or in GICs shall be invested only in accordance with the following
provisions:
(a) Investments in certificates of deposit of banks or savings and loan
associations that have a fixed interest rate, fixed payment schedules and
substantial penalties for early withdrawal shall be made only if either (i) the Yield
on the certificate of deposit (A) is not less than the Yield on reasonably
comparable direct obligations of the United States and (B) is not less than the
highest Yield that is published or posted by the provider to be currently available
from the provider on reasonably comparable certificates of deposit offered to the
public or (ii) the investment is an investment in a GIC and qualifies under
paragraph (b) below.
(b) Investments in GICs shall be made only if
(1) the bid specifications are in writing, include all material terms
of the bid and are timely forwarded to potential providers (a term is
material if it may directly or indirectly affect the yield on the GIC);
(ii) the terms of the bid specifications are commercially reasonable
(a term is commercially reasonable if there is a legitimate business
purpose for the term other than to reduce the yield on the GIC);
(iii) all bidders for the GIC have equal opportunity to bid so that,
for example, no bidder is given the opportunity to review other bids (a last
look) before bidding;
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(iv) any agent used to conduct the bidding for the GIC does not bid
to provide the GIC;
(v) at least three of the providers solicited for bids for the GIC are
reasonably competitive providers of investments of the type purchased
(i.e., providers that have established industry reputations as competitive
providers of the type of investments being purchased);
(vi) at least three of the entities that submit a bid do not have a
financial interest in the Bonds;
(vii) at least one of the entities that provided a bid is a reasonably
competitive provider that does not have a financial interest in the Bonds;
(viii) the bid specifications include a statement notifying potential
providers that submission of a bid is a representation that the potential
provider did not consult with any other provider about its bid, that the bid
was determined without regard to any other formal or informal agreement
that the potential provider has with the Village or any other person
(whether or not in connection with the Bonds) and that the bid is not being
submitted solely as a courtesy to the Village or any other person for
purposes of satisfying the federal income tax requirements relating to the
bidding for the GIC;
(ix) the determination of the terms of the GIC takes into account
the reasonably expected deposit and drawdown schedule for the amounts
to be invested;
(x) the highest - yielding GIC for which a qualifying bid is made
(determined net of broker's fees) is in fact purchased; and
(xi) the obligor on the GIC certifies the administrative costs that it
is paying or expects to pay to third parties in connection with the GIC.
(c) If a GIC is purchased, the Village will retain the following records
with its bond documents until three years after the Bonds are redeemed in their
entirety:
(i) a copy of the GIC;
(ii) the receipt or other record of the amount actually paid for the
GIC, including a record of any administrative costs paid, and the
certification under subparagraph (b)(xi) of this paragraph;
(iii) for each bid that is submitted, the name of the person and entity
submitting the bid, the time and date of the bid, and the bid results; and
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(iv) the bid solicitation form and, if the terms of the GIC deviated
from the bid solicitation form or a submitted bid is modified, a brief
statement explaining the deviation and stating the purpose for the
deviation.
Moneys to be rebated to the United States shall be invested to mature on or prior
to the anticipated rebate payment date. All investments made with Gross Proceeds or
amounts in the Rebate Fund shall be bought and sold at fair market value. The fair
market value of an investment is the price at which a willing buyer would purchase the
investment from a willing seller in a bona fide, arm's length transaction. Except for
investments specifically described in this Section and United States Treasury obligations
that are purchased directly from the United States Treasury, only investments that are
traded on an established securities market, within the meaning of regulations promulgated
under Section 1273 of the Code, will be purchased with Gross Proceeds. In general, an
"established securities market" includes: (i) property that is listed on a national securities
exchange, an interdealer quotation system or certain foreign exchanges; (ii) property that
is traded on a Commodities Futures Trading Commission designated board of trade or an
interbank market; (iii) property that appears on a quotation medium; and (iv) property for
which price quotations are readily available from dealers and brokers. A debt instrument
is not treated as traded on an established market solely because it is convertible into
property which is so traded.
An investment of Gross Proceeds in an External Commingled Fund shall be made
only to the extent that such investment is made without an intent to reduce the amount to
be rebated to the United States Government or to create a smaller profit or a larger loss
than would have resulted if the transaction had been at arm's length and had the rebate or
Yield restriction requirements not been relevant to the Village. An investment of Gross
Proceeds shall be made in a Commingled Fund other than an External Commingled Fund
only if the investments made by such Commingled Fund satisfy the provisions of this
paragraph.
A single investment, or multiple investments awarded to a provider based on a
single bid may not be used for funds subject to different rules relating to rebate or yield
restriction.
The foregoing provisions of this paragraph satisfy various safe harbors set forth in
the Regulations relating to the valuation of certain types of investments. The safe harbor
provisions of this paragraph are contained herein for the protection of the Village, who
has covenanted not to take any action to adversely affect the tax - exempt status of the
interest on the Bonds. The Village will contact Bond Counsel if it does not wish to
comply with the provisions of this paragraph and forego the protection provided by the
safe harbors provided herein.
4.5. Arbitrage Elections. The President, Village Clerk and Village Treasurer are
hereby authorized to execute one or more elections regarding certain matters with respect
to arbitrage.
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5.1. Issue Price. For purposes of determining the Yield on the Bonds, the
purchase price of the Bonds is equal to the first offering price (including accrued interest)
at which the Purchaser reasonably expected to sell at least ten percent of the principal
amount of each maturity of the Bonds to the public (excluding bond houses, brokers or
similar persons or organizations acting in the capacity of underwriters, placement agents
or wholesalers). All of the Bonds have been the subject of a bona fide initial offering to
the public (excluding bond houses, brokers, or similar persons or organizations acting in
the capacity of underwriters, placement agents or wholesalers) at prices equal to those set
forth in the Official Statement. Based upon prevailing market conditions, such prices are
not less than the fair market value of each Bond as of the sale date for the Bonds.
5.2. Yield Limits. Except as provided in paragraph (a) or (b), all Gross Proceeds
shall be invested at market prices and at a Yield (after taking into account any Yield
Reduction Payments) not in excess of the Yield on the Bonds plus, if only amounts in the
Project Fund are subject to this yield limitation, 1 /8th of one percent.
The following may be invested without Yield restriction:
(a)(i) amounts on deposit in the Bond Fund (except for capitalized interest
and any Reserve Portion of the Bond Fund) that have not been on deposit under
the Ordinance for more than 13 months, so long as the Bond Fund (other than the
Reserve Portion of the Bond Fund) continues to qualify as a bona fide debt
service fund as described in paragraph 3.2 hereof;
(ii) amounts on deposit in the Project Fund that are reasonably expected
to pay for the costs of the Project, costs of issuance of the Bonds, or interest on
the Bonds during the three year period beginning on the date of issue of the Bonds
prior to three years after Closing;
(iii) amounts in the Bond Fund to be used to pay capitalized interest on
the Bonds prior to the earlier of three years after Closing or the payment of all
capitalized interest;
(b)(i) An amount not to exceed the lesser of $100,000 or five percent of the
Sale Proceeds;
(ii) amounts invested in Qualified Tax Exempt Obligations (to the extent
permitted by law and this Ordinance);
(iii) amounts in the Rebate Fund;
(iv) all amounts other than Sale Proceeds for the first 30 days after they
become Gross Proceeds; and
(v) all amounts derived from the investment of Sale Proceeds or
investment earnings thereon for a period of one year from the date received.
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5.3. Continuing Nature of Yield Limits. Except as provided in paragraph 7.10
hereof, once moneys are subject to the Yield limits of paragraph 5.2 hereof, such moneys
remain Yield restricted until they cease to be Gross Proceeds.
5.4. Federal Guarantees. Except for investments meeting the requirements of
paragraph 5.2(a) hereof, investments of Gross Proceeds shall not be made in
(a) investments constituting obligations of or guaranteed, directly or indirectly, by the
United States (except obligations of the United States Treasury, or investments in
obligations issued pursuant to Section 21 B(d)(3) of the Federal Home Loan Bank, as
amended (e.g., Refcorp Strips)); or (b) federally insured deposits or accounts (as defined
in Section 149(b)(4)(B) of the Code). Except as otherwise permitted in the immediately
prior sentence and in the Regulations, no portion of the payment of principal or interest
on the Bonds or any credit enhancement or liquidity device relating to the foregoing is or
will be guaranteed, directly or indirectly (in whole or in part), by the United States (or
any agency or instrumentality thereof), including a lease, incentive payment, research or
output contract or any similar arrangement, agreement or understanding with the United
States or any agency or instrumentality thereof. No portion of the Gross Proceeds has
been or will be used to make loans the payment of principal or interest with respect to
which is or will be guaranteed (in whole or in part) by the United States (or any agency or
instrumentality thereof). Neither this paragraph nor paragraph 5.5 hereof applies to any
guarantee by the Federal Housing Administration, the Federal National Mortgage
Association, the Federal Home Loan Mortgage Corporation, the Government National
Mortgage Association, the Student Loan Marketing Association or the Bonneville Power
Administration pursuant to the Northwest Power Act (16 U.S.C. 839d) as in effect on the
date of enactment of the Tax Reform Act of 1984.
5.5. Investments After the Expiration of Temporary Periods, Etc. After the
expiration of the temporary period set forth in paragraph 5.2(a)(11) hereof, amounts in the
Project Fund may not be invested in (1) federally insured deposits or accounts (as defined
in Section 149(b)(4)(B) of the Code) or (ii) investments constituting obligations of or
guaranteed, directly or indirectly, by the United States (except obligations of the United
States Treasury or investments in obligations issued pursuant to Section 21B(d)(3) of the
Federal Home Loan Bank Act, as amended (e.g., Refcorp Strips). Any other amounts
that are subject to the yield limitation in paragraph 5.2 hereof because paragraph 5.2(a)
hereof is not applicable and amounts not subject to yield restriction only because they are
described in paragraph 5.2(b) hereof, are also subject to the limitation set forth in the
preceding sentence.
6.1. Payment and Use Tests. (a) No more than five percent of the Sale Proceeds
plus investment earnings thereon will be used, directly or indirectly, in whole or in part,
in any Private Business Use. The Village acknowledges that, for purposes of the
preceding sentence, Gross Proceeds used to pay costs of issuance and other common
costs (such as capitalized interest and fees paid for a qualified guarantee or qualified
hedge) or invested in a reserve or replacement fund must be ratably allocated among all
the purposes for which Gross Proceeds are being used.
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(b) The payment of more than five percent of the principal of or the interest on
the Bonds will not be, directly or indirectly (i) secured by any interest in (A) property
used or to be used in any Private Business Use or (B) payments in respect of such
property or (ii) on a present value basis, derived from payments (whether or not to the
Village or a member of the same Controlled Group as the Village) in respect of property,
or borrowed money, used or to be used in any Private Business Use.
(c) No more than the lesser of five percent of the sum of the Sale Proceeds and
investment earnings thereon or $5,000,000 will be used, directly or indirectly, to make or
finance loans to any persons. The Village acknowledges that, for purposes of the
preceding sentence, Gross Proceeds used to pay costs of issuance and other common
costs (such as capitalized interest and fees paid for a qualified guarantee or qualified
hedge) or invested in a reserve or replacement fund must be ratably allocated among all
the purposes for which Gross Proceeds are being used.
(d) No user of the Project other than a state or local governmental unit will use
more than five percent of the Project, in the aggregate, on any basis other than the same
basis as the general public.
6.2. I.R.S. Form 8038 -G. The information contained in the Information Return
for Tax - Exempt Governmental Obligations, Form 8038 -G, is true and complete. The
Village will file Form 8038 -G (and all other required information reporting forms) in a
timely manner.
6.3. Bank Qualification. (a) The Village hereby designates each of the Bonds as
a "qualified tax - exempt obligation" for the purposes and within the meaning of
Section 265(b)(3) of the Code. In support of such designation, the Village hereby
certifies that (i) none of the Bonds will be at anytime a "private activity bond" (as defined
in Section 141 of the Code), (ii) as of the date hereof in calendar year 2014, other than the
Bonds, no tax - exempt obligations of any kind have been issued (x) by or on behalf of the
Village, (y) by other issuers any of the proceeds of which have been or will be used to
make any loans to the Village or (z) any portion of which has been allocated to the
Village for purposes of Section 265(b) of the Code and (iii) not more than $10,000,000 of
obligations of any kind (including the Bonds) issued (x) by or on behalf of the Village,
(y) by other issuers any of the proceeds of which have been or will be used to make any
loans to the Village or (z) any portion of which has been allocated to the Village for
purposes of Section 265(b) of the Code during calendar year 2014 will be designated for
purposes of Section 265(b)(3) of the Code.
(b) The Village is not subject to Control by any entity, and there are no entities
subject to Control by the Village.
(c) On the date hereof, the Village does not reasonably anticipate that for
calendar year 2014 it will issue, have another entity issue on behalf of the Village,
borrow the proceeds of or have allocated to the Village for purposes of Section 265(b) of
the Code more than $10,000,000 Section 265 Tax - Exempt Obligations (including the
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Bonds). "Section 265 Tax - Exempt Obligations" are obligations the interest on which is
excludable from gross income of the owners thereof under Section 103 of the Code,
except for private activity bonds other than qualified 501(c)(3) bonds, both as defined in
Section 141 of the Code. The Village will not, in calendar year 2014 issue, permit the
issuance on behalf of it or by any entity subject to Control by the Village (which may
hereafter come into existence), borrow the proceeds of or have allocated to it for purposes
of Section 265(b) of the Code Section 265 Tax - Exempt Obligations (including the
Bonds) that exceed the aggregate amount of $10,000,000 during calendar year 2014
unless it first obtains an opinion of Bond Counsel to the effect that such issuance,
borrowing or allocation will not adversely affect the treatment of the Bonds as "qualified
tax - exempt obligations" for the purpose and within the meaning of Section 265(b)(3) of
the Code.
(d) The Bonds have not been sold in conjunction with any other obligation.
7.1. Termination; Interest of Village in Rebate Fund. The terms and provisions
set forth in this Section shall terminate at the later of (a) 75 days after the Bonds have
been fully paid and retired or (b) the date on which all amounts remaining on deposit in
the Rebate Fund, if any, shall have been paid to or upon the order of the United States
and any other payments required to satisfy the Rebate Provisions of the Code have been
made to the United States. Notwithstanding the foregoing, the provisions of
paragraphs 4.3, 4.4(c) and 7.9 hereof shall not terminate until the third anniversary of the
date the Bonds are fully paid and retired.
7.2. Separate Issue. Since a date that is 15 days prior to the date of sale of the
Bonds by the Village to the Purchaser, neither the Village nor any member of the same
Controlled Group as the Village has sold or delivered any tax- exempt obligations other
than the Bonds that are reasonably expected to be paid out of substantially the same
source of funds as the Bonds. Neither the Village nor any member of the same
Controlled Group as the Village will sell or deliver within 15 days after the date of sale of
the Bonds any tax - exempt obligations other than the Bonds that are reasonably expected
to be paid out of substantially the same source of funds as the Bonds.
7.3. No Sale of the Project. (a) Other than as provided in the next sentence,
neither the Project nor any portion thereof has been, is expected to be, or will be sold or
otherwise disposed of, in whole or in part, prior to the earlier of (i) the last date of the
reasonably expected economic life to the Village of the property (determined on the date
of issuance of the Bonds) or (ii) the last maturity date of the Bonds. The Village may
dispose of personal property in the ordinary course of an established government program
prior to the earlier of (i) the last date of the reasonably expected economic life to the
Village of the property (determined on the date of issuance of the Bonds) or (ii) the last
maturity of the Bonds, provided: (A) the weighted average maturity of the Bonds
financing the personal property is not greater than 120 percent of the reasonably expected
actual use of that property for governmental purposes; (B) the Village reasonably expects
on the issue date that the fair market value of that property on the date of disposition will
be not greater than 25 percent of its cost; (C) the property is no longer suitable for its
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governmental purposes on the date of disposition; and (D) the Village deposits amounts
received from the disposition in a commingled fund with substantial tax or other
governmental revenues and the Village reasonably expects to spend the amounts on
governmental programs within six months from the date of the commingling.
(b) The Village acknowledges that if Bond - financed property is sold or
otherwise disposed of in a manner contrary to (a) above, such sale or disposition may
constitute a "deliberate action" within the meaning of the Regulations that may require
remedial actions to prevent the Bonds from becoming private activity bonds. The Village
shall promptly contact Bond Counsel if a sale or other disposition of Bond - financed
property is considered by the Village.
7.4. Purchase of Bonds by Village. The Village will not purchase any of the
Bonds except to cancel such Bonds.
7.5. Final Maturity. The period between the date of Closing and the final
maturity of the Bonds is not more than 10 -1/2 years.
7.6. Registered Form. 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 be exempt from federal income taxation under laws in force at the time
the Bonds are delivered. 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 form.
7.7. First Amendment. The Village acknowledges and agrees that it will not use,
or allow the Project to be used, in a manner which is prohibited by the Establishment of
Religion Clause of the First Amendment to the Constitution of the United States of
America or by any comparable provisions of the Constitution of the State of Illinois.
7.8. Future Events. The Village acknowledges that any changes in facts or
expectations from those set forth herein may result in different Yield restrictions or rebate
requirements from those set forth herein. The Village shall promptly contact Bond
Counsel if such changes do occur.
7.9. Records Retention. The Village agrees to keep and retain or cause to be
kept and retained sufficient records to support the continued exclusion of the interest paid
on the Bonds from federal income taxation, to demonstrate compliance with the
covenants in this Ordinance and to show that all tax returns related to the Bonds
submitted or required to be submitted to the Internal Revenue Service are correct and
timely filed. Such records shall include, but are not limited to, basic records relating to
the Bond transaction (including this Ordinance and the Bond Counsel opinion);
documentation evidencing the expenditure of Bond proceeds; documentation evidencing
the use of Bond - financed property by public and private entities (i.e., copies of leases,
management contracts and research agreements); documentation evidencing all sources
of payment or security for the Bonds; and documentation pertaining to any investment of
Bond proceeds (including the information required under paragraphs 4.3 and 4.4 hereof
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and in particular information related to the purchase and sale of securities, SLGs
subscriptions, yield calculations for each class of investments, actual investment income
received from the investment of proceeds, guaranteed investment contracts and
documentation of any bidding procedure related thereto and any fees paid for the
acquisition or management of investments and any rebate calculations). Such records
shall be kept for as long as the Bonds are outstanding, plus three (3) years after the later
of the final payment date of the Bonds or the final payment date of any obligations or
series of obligations issued to refund directly or indirectly all or any portion of the Bonds.
7.10. Permitted Changes; Opinion of Bond Counsel. The Yield restrictions
contained in paragraph 5.2 hereof or any other restriction or covenant contained herein
need not be observed or may be changed if such nonobservance or change will not result
in the loss of any exemption for the purpose of federal income taxation to which interest
on the Bonds is otherwise entitled and the Village receives an opinion of Bond Counsel
to such effect. Unless the Village otherwise directs, such opinion shall be in such form
and contain such disclosures and disclaimers as may be required so that such opinion will
not be treated as a covered opinion or a state or local bond opinion for purposes of
Treasury Department regulations governing practice before the Internal Revenue Service
(Circular 230) 31 C.F.R. pt. 10.
7.11. Successors and Assigns. The terms, provisions, covenants and conditions of
this Section shall bind and inure to the benefit of the respective successors and assigns of
the Board and the Village.
7.12. Expectations. The Board has reviewed the facts, estimates and
circumstances in existence on the date of issuance of the Bonds. Such facts, estimates
and circumstances, together with the expectations of the Village as to future events, are
set forth in summary form in this Section. Such facts and estimates are true and are not
incomplete in any material respect. On the basis of the facts and estimates contained
herein, the Village has adopted the expectations contained herein. On the basis of such
facts, estimates, circumstances and expectations, it is not expected that Sale Proceeds,
investment earnings thereon or any other moneys or property will be used in a manner
that will cause the Bonds to be arbitrage bonds within the meaning of the Rebate
Provisions and the Regulations. Such expectations are reasonable and there are no other
facts, estimates and circumstances that would materially change such expectations.
The Village also agrees and covenants with the purchasers and holders of the Bonds from
time to time outstanding that, to the extent possible under Illinois law, it will comply with
whatever federal tax law is adopted in the future which applies to the Bonds and affects the
tax - exempt status of the Bonds.
The Board hereby authorizes the officials of the Village responsible for issuing the
Bonds, the same being the President, Village Clerk and Village Treasurer, to make such further
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covenants and certifications as may be necessary to assure that the use thereof will not cause the
Bonds to be arbitrage bonds and to assure that the interest on the Bonds will be exempt from
federal income taxation. In connection therewith, the Village and the Board further agree:
(a) through their officers, to make such further specific covenants, representations as shall be
truthful, and assurances as may be necessary or advisable; (b) to consult with counsel approving
the Bonds and to comply with such advice as may be given; (c) to pay to the United States, as
necessary, such sums of money representing required rebates of excess arbitrage profits relating
to the Bonds; (d) to file such forms, statements, and supporting documents as may be required
and in a timely manner; and (e) if 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 14. List of Bondholders. The Bond Registrar shall maintain a list of the names
and addresses of the holders of all Bonds and upon any transfer shall add the name and address
of the new Bondholder and eliminate the name and address of the transferor Bondholder.
Section 15. Rights and Duties of Bond Registrar and Paying Agent. If requested by the
Bond Registrar or the Paying Agent, or both, any officer of the Village is authorized to execute
standard forms of agreements between the Village and the Bond Registrar or Paying Agent with
respect to the obligations and duties of the Bond Registrar or Paying Agent hereunder. In
addition to the terms of such agreements and subject to modification thereby, the Bond Registrar
and Paying Agent by acceptance of duties hereunder agree:
(a) to act as bond registrar, paying agent, authenticating agent, and transfer
agent as provided herein;
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(b) as to the Bond Registrar, to maintain a list of Bondholders as set forth herein
and to furnish such list to the Village upon request, but otherwise to keep such list
confidential to the extent permitted by law;
(c) as to the Bond Registrar, to cancel and /or destroy Bonds which have been
paid at maturity or submitted for exchange or transfer;
(d) as to the Bond Registrar, to furnish the Village at least annually a certificate
with respect to Bonds cancelled and /or destroyed; and
(e) to furnish the Village at least annually an audit confirmation of Bonds paid,
Bonds outstanding and payments made with respect to interest on the Bonds.
The Village Clerk of the Village is hereby directed to file a certified copy of this
Ordinance with the Bond Registrar and the Paying Agent.
Section 16. Continuing Disclosure Undertaking. The President is hereby authorized,
empowered and directed to execute and deliver a Continuing Disclosure Undertaking under
Section (b)(5) of Rule 15c2 -12 adopted by the Securities and Exchange Commission pursuant to
the Securities Exchange Act of 1934, as amended (the "Continuing Disclosure Undertaking ").
When the Continuing Disclosure Undertaking is executed and delivered on behalf of the Village
as herein provided, the Continuing Disclosure Undertaking will be binding on the Village and
the officers, employees and agents of the Village, and the officers, employees and agents of the
Village are hereby authorized, empowered and directed to do all such acts and things and to
execute all such documents as may be necessary to carry out and comply with the provisions of
the Continuing Disclosure Undertaking as executed. Notwithstanding any other provision of this
Ordinance, the sole remedies for failure to comply with the Continuing Disclosure Undertaking
shall be the ability of the beneficial owner of any Bond to seek mandamus or specific
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performance by court order, to cause the Village to comply with its obligations under the
Continuing Disclosure Undertaking.
Section 17. Record- Keeping Policy and Post - Issuance Compliance Matters. 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 Bonds 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 Bonds, the "Tax Advantaged Obligations "). Further, it
is necessary and in the best interest of the Village that (i) the Board 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 Board 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 Advantaged Obligations, and such
officer shall report to the Board 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 Advantaged 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 Advantaged Obligations, including without limitation (i) the
proceedings of the Village authorizing the Tax Advantaged Obligations, (ii) any offering
document with respect to the offer and sale of the Tax Advantaged Obligations, (iii) any
M
legal opinions with respect to the Tax Advantaged 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 Advantaged Obligations.
(c) Arbitrage Rebate Liability. The Compliance Officer shall review the
agreements of the Village with respect to each issue of Tax Advantaged Obligations and
shall prepare a report for the Board stating whether or not the Village has any rebate
liability to the United States Treasury, and setting forth any applicable exemptions that
each issue of Tax Advantaged Obligations may have from rebate liability. Such report
shall be updated annually and delivered to the Board.
(d) Recommended Records. The Compliance Officer shall review the records
related to each issue of Tax Advantaged Obligations and shall determine what
requirements the Village must meet in order to maintain the tax - exemption of interest
paid on its Tax Advantaged Obligations, its entitlement to direct payments by the United
States Treasury of the applicable percentages of each interest payment due and owing on
its Tax Advantaged Obligations, and applicable tax credits or other tax benefits arising
from its Tax Advantaged 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 Advantaged Obligations is entitled
to be excluded from "gross income" for federal income tax purposes, that the Village is
entitled to receive from the United States Treasury direct payments of the applicable
percentages of interest payments coming due and owing on its Tax Advantaged
Obligations, and the entitlement of holders of any Tax Advantaged Obligations to any tax
credits or other tax benefits, respectively. Notwithstanding any other policy of the
Village, such retained records shall be kept for as long as the Tax Advantaged
Obligations relating to such records (and any obligations issued to refund the Tax
Advantaged Obligations) are outstanding, plus three years, and shall at least include:
(i) complete copies of the transcripts delivered when any issue of Tax
Advantaged Obligations is initially issued and sold;
(ii) copies of account statements showing the disbursements of all Tax
Advantaged Obligation proceeds for their intended purposes, and records showing
the assets and other property financed by such disbursements;
(iii) copies of account statements showing all investment activity of any
and all accounts in which the proceeds of any issue of Tax Advantaged
Obligations has been held or in which funds to be used for the payment of
principal of or interest on any Tax Advantaged Obligations has been held, or
which has provided security to the holders or credit enhancers of any Tax
Advantaged Obligations;
(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 Advantaged
Obligations, including any swaps, swaptions, or other financial derivatives
-41-
entered into in order to establish that such instruments were purchased at fair
market value;
(v) copies of any subscriptions to the United States 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 Advantaged 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 United States 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, constructed or otherwise financed or refinanced with the
proceeds of the Tax Advantaged Obligations effective at any time when such Tax
Advantaged Obligations are, will or have been outstanding. Copies of contracts
covering no more than 50 days of use and contracts related to Village employees
need not be retained.
(e) IRS Examinations or Inquiries. In the event the IRS commences an
examination of any issue of Tax Advantaged Obligations or requests a response to a
compliance check, questionnaire or other inquiry, the Compliance Officer shall inform
the Board 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 or
inquiry.
(f) Annual Review. The Compliance Officer shall conduct an annual review of
the Contracts and other records to determine for each issue of Tax Advantaged
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 Board, 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.
-42-
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 Advantaged Obligations then currently outstanding (the "Tax Agreements ") to
staff members who may be responsible for taking actions described in such documents.
The Compliance Officer should assist in the education of any new Compliance Officer
and the transition of the duties under these procedures. 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 procedures described in this Section are only
for the benefit of the Village. No other person (including an owner of a Tax Advantaged
Obligation) may rely on the procedures included in this Section. The Village may amend
this Section and any provision of this Section may be waived, without the consent of the
holders of any Tax Advantaged Obligations and as authorized by passage of an ordinance
by the Board. Additional procedures may be required for Tax Advantaged Obligations
the proceeds of which are used for purposes other than capital governmentally owned
projects or refundings of such, including tax increment financing bonds, bonds financing
output facilities, bonds financing working capital, or private activity bonds. The Village
also recognizes that these procedures may need to be revised in the event the Village
enters into any derivative products with respect to its Tax Advantaged Obligations.
Section 18. Severability. If any section, paragraph, clause or provision of this
Ordinance shall be held invalid, the invalidity of such section, paragraph, clause or provision
shall not affect any of the other provisions of this Ordinance.
Section 19. Repealer. All ordinances, resolutions or orders, or parts thereof, in conflict
with the provisions of this Ordinance are to the extent of such conflict hereby repealed.
-43-
Section 20. Effective Date. This Ordinance shall be in full force and effect immediately
upon its passage and approval.
AYES: Trustee. Hoefext, Trustee, Korn, Trustee Matuszak, Trustee P olit,
Trustee Rogers and Trustee Zadel
NAYS: None
ABSENT: None
ADOPTED: January 21, 2014
APPROVED: January 21, 2014
President, Village of ount Prospect
Cook County, Illinois
Recorded In Village Records: January 21, 2014.
Published in pamphlet form by authority of the President and Board of Trustees on
Januaryr 94,2014-
ATTEST:
Village derk, Village of ount Prospect,
Cook County, Illinois
Fl
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 "Board ") 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 Board held on the 21st day of January, 2014 insofar as the
same relates to the adoption of an ordinance, entitled:
AN ORDINANCE providing for the issuance of $6,290,000 General
Obligation Bonds, Series 2014, of the Village of Mount Prospect,
Cook County, Illinois, to fund capital improvements related to
roads within said Village, and providing for the levy of a direct
annual tax sufficient to pay the principal of and interest on said
bonds.
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 Board 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 called and held at a specified time and place convenient to the public; that
notice of said meeting was duly given to all of the 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 Board at least 96 hours in advance of the holding of said meeting, that at
least one copy of said agenda was continuously available for public review during the entire
96 -hour period preceding said meeting, that a true, correct and complete copy of said agenda as
so posted is attached hereto 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 that the Board has complied with all of the provisions of said Act and with all of the
procedural rules of the Board in the adoption of said ordinance.
IN WITNESS WHEREOF I hereunto affix my official signature and the seal of the Village
this 21st day of January, 2014.
[SEAL]
[ATTACH EXHIBIT A]
Village Clerk
-2-
Next Ordinance No. 6117
Next Resolution No. 10 -14
VBA
Meeting Location:
Mount Prospect Village Hall
50 S. Emerson Street
Mount Prospect, Illinois 60056
CALL TO ORDER
Milli
ORDER OF BUSINESS
REGULAR MEETING
Meeting Date and Time:
Tuesday
January 21, 2014
7:00 P.M.
II. ROLL CALL
Mayor Arlene A. Juracek
Trustee Paul Hoefert Trustee Steven Polit
Trustee John Korn Trustee Richard Rogers
Trustee John Matuszak Trustee Michael Zadel
III. PLEDGE OF ALLEGIANCE: Trustee Korn
IV. INVOCATION: Trustee Zadel
V. APPROVE MINUTES OF REGULAR MEETING OF January 7, 2014
VI. * MONTHLY FINANCIAL REPORT AND APPROVE BILLS
(To be considered under CONSENT AGENDA)
VII. MAYOR'S REPORT
A. 1 of AN ORDINANCE AMENDING CHAPTER 13, "ALCOHOLIC LIQUORS," (Exhibit A)
OF THE VILLAGE CODE OF MOUNT PROSPECT
This ordinance decreases the number of Class "P -1" liquor licenses by one (1)
Cindy Liquors Inc. d /b /a Gold Eagle Liquors, 1721 West Golf Road.
B. APPOINTMENTS
ANY INDIVIDUAL WITH A DISABILITY WHO WOULD LIKE TO ATTEND THIS MEETING SHOULD CONTACT
THE VILLAGE MANAGER'S OFFICE AT 50 SOUTH EMERSON STREET, 847/392 -6000, TDD 847/392 -6064.
VIII. COMMUNICATIONS AND PETITIONS -CITIZENS TO BE HEARD
IX. CONSENT AGENDA
All items listed with an asterisk are considered routine by the Village Board and will be
enacted by one motion. There will be no separate discussion of those items unless a
Board member, or resident from the audience, so requests, in which event the item will
be removed from the Consent Agenda and considered in its normal sequence on the
agenda.
X. OLD BUSINESS
None
XI. NEW BUSINESS
A. A RESOLUTION IN SUPPORT OF CUMMINS ALLISON, 891 FEEHANVILLE
DRIVE, MAKING APPLICATION FOR AN EXTENSION OF COOK COUNTY
CLASS 6B TAX ABATEMENT
B. V reading of AN ORDINANCE PROVIDING FOR THE ISSUANCE OF $6,275,000
GENERAL OBLIGATION BONDS, SERIES 2014, OF THE VILLAGE OF MOUNT
COOK COUNTY, ILLINOIS TO FUND CAPITAL IMPROVEMENTS RELATED TO
ROADS WITHIN SAID VILLAGE, AND PROVIDING FOR THE LEVY OF A DIRECT
ANNUAL TAX SUFFICIENT TO PAY THE PRINCIPAL OF AND INTEREST ON
SAID BONDS.
An Ordinance providing for the issuance of approximately $6,275,000 General
Obligation Bonds, to fund capital improvements related to roads the Village, and
providing for the levy of a direct annual tax sufficient to pay the principal of and
interest on said bonds. (The final version of the ordinance will be provided
at the Village Board meeting.)
C. 1 of AN ORDINANCE AMENDING APPENDIX A, DIVISIONS II AND III
OF THE VILLAGE CODE OF MOUNT PROSPECT
By Ordinance No. 6110 adopted at the December 17, 2013 Village Board meeting
Articles I, Il, III and IV of Chapter 13, "Alcoholic Liquors" of the Village Code
regarding licensing, sale and service of alcoholic beverages were amended. This
ordinance amends the associated fee structure and penalties of the amended
Chapter 13 as regulated in Appendix A, Divisions II and III of the Village Code.
C. 1" reading of AN ORDINANCE AMENDING CHAPTER 20, "ANIMALS," AND
APPENDIX A, DIVISION III OF THE VILLAGE CODE OF MOUNT PROSPECT,
ILLINOIS
This ordinance amends Chapter 20, "ANIMALS," and Appendix A, Division III
of the Village Code to provide procedural guidelines to Article IV, "Vicious
Animals."
D. 1" reading of AN ORDINANCE AMENDING CHAPTER 11 "MERCHANTS,
BUSINESSES, OCCUPATIONS AND AMUSEMENTS' OF THE VILLAGE
CODE OF MOUNT PROSPECT
This ordinance amends Chapter 11 regulating the sale and possession of
e- cigarettes in accordance with the amendments to "The Prevention of
Tobacco Use by Minors and Sale and Distribution of Tobacco Products Act ";
720 ILCS 675/1.5.
(Exhibit B)
(Exhibit C)
(Exhibit D)
(Exhibit E)
(Exhibit F)
Page 2 of 3 Village Board Agenda January 21, 2014
XII. VILLAGE MANAGER'S REPORT
A. Motion to authorize change order for Deep Well 5 rehabilitation in an amount not
to exceed $301,914.
B. * Motion to accept proposal for the demolition of 1112 North Elmhurst Road in an
amount not to exceed $22,080.
C. Status
XIII. ANY OTHER BUSINESS
XIV. ADJOURNMENT
Page 3 of 3 Village Board Agenda January 21, 2014
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 President and Board of Trustees (the " oard ") of the Village.
I do further certify that on theJ kday of. I+t-1(G- , 014 there was published in
pamphlet form, by authority of the Board, a true, correct, an complete copy of Ordinance
Number << of the Village entitled:
AN ORDINANCE providing for the issuance of $6,290,000 General
Obligation Bonds, Series 2014, of the Village of Mount Prospect,
Cook County, Illinois, to fund capital improvements related to
roads within said Village, and providing for the levy of a direct
annual tax sufficient to pay the principal of and interest on said
bonds.
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 W HEREOF I have affixed hereto my official signature and the seal of the
5 41,
Village this day of ,� �. 2014.
[SEAL]
Villag Clerk