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HomeMy WebLinkAboutORDINANCE - 3696 - 3/23/2021 - 2021 General Obligation BondsORDINANCE NO. 3696 ORDINANCE AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $45,500,000 GENERAL OBLIGATION BONDS OF 2021 OF THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS BE IT ORDAINED by the Mayor and Board of Trustees of the Village of Elk Grove Village, Counties of Cook and DuPage, State of Illinois, as follows: Section 1. Authority and Purposes. This ordinance is adopted pursuant to Section 6 of Article VII of the Illinois Constitution of 1970 for the purposes of authorizing and financing (A) the refunding of all or a portion of the $13,730,000 outstanding principal amount of General Obligation Bonds, Series 2012, of the Village maturing in the years 2024 to 2028, both inclusive (the "2012 Bonds"); (B) the refunding of all or a portion of the $25,705,000 outstanding principal amount of General Obligation Bonds, Series 2013, of the Village maturing or subject to mandatory redemption from annual sinking fund installments in the years 2024 to 2038 (the "2013 Bonds") and (C) the following capital improvements (the "2021 Projects"): • Water Main Improvements in and along Cottonwood Drive, Fleetwood Lane, Redwood Avenue and Rockwood Drive, at an estimated cost of $1,500,000 • Residential Drainage Improvements, at an estimated cost of $600,000 • Sanitary Sewer Manhole Lining, at an estimated cost of $400,000 • Arlington Heights Road turn lane improvements from Turner Avenue to Brantwood Avenue, at an estimated cost of $4,950,000 • Rehabilitation of the capstone of the Municipal Building, at an estimated cost of $400,000 • Residential Street Sign Replacement Projects for three years, at an aggregate estimate cost of $1,875,000. 148083944v2 The foregoing 2021 Projects are for public purposes and are authorized to be made or undertaken by the Village of Elk Grove Village, Illinois. Section 2. Refunding Plan. The Village may determine to refund and redeem all, a portion or none of the 2012 Bonds and the 2013 Bonds. The particular 2012 Bonds to be refunded and redeemed (the "Prior 2012 Bonds"), and the particular 2013 Bonds to be refunded and redeemed (the "Prior 2013 Bonds" and together with the Prior 2012 Bonds, the "Prior Bonds") shall be specified in the Bond Order to be executed by the Director of Finance. The date of redemption of the Prior Bonds shall be January 1, 2023. The Mayor, Director of Finance and the other officers and officials of the Village are authorized and directed to do, or cause to be done, all things necessary to accomplish the refunding and redemption of the Prior Bonds. Section 3. Authorization and Terms of Bonds. (A) The sum of $45,500,000 is appropriated to meet the cost of refunding the Prior Bonds and part of the estimated costs of the 2021 Projects. Said costs are inclusive of the cost of issuance of the Bonds herein authorized. Pursuant to the home rule powers of the Village to incur debt payable from ad valorem property tax receipts and for the purpose of financing said appropriation, unlimited tax general obligation bonds of the Village (the "Bonds") are authorized to be issued and sold in an aggregate principal amount of not to exceed $45,500,000. The Bonds may be issued as one or more series of Bonds (each a "Series"). Each Series may be issued as Bonds the interest on which is intended to be excludable from the gross income of the owners of such Series for federal income tax purposes (a "Tax Exempt Series") or as Bonds the interest on which is intended to be includable in the gross income of the owners of such Series for federal income tax purposes (a "Taxable Series"). Each Series shall be designated as -2- 1480839442 "General Obligation Bonds," "Taxable General Obligation Bonds" or "Taxable General Obligation Refunding Bonds". Each Series of Bonds shall be distinguished from each other Series by a unique Series designation. The principal amount of each Series, the rate of interest, maturity date and redemption provisions of each Bond of each Series and all of the other details of each Series of Bonds shall be determined in the Bond Order to be executed by the Director of Finance. Bonds shall be issuable in the denominations of $5,000 or any integral multiple thereof and may bear such identifying numbers or letters as shall be useful to facilitate the registration, transfer and exchange of Bonds. Each Bond delivered upon the original issuance of the Bonds shall be dated as of the date specified in the Bond Order. Each Bond thereafter issued upon any transfer, exchange or replacement of Bonds shall be dated so that no gain or loss of interest shall result from such transfer, exchange or replacement. The Bonds shall mature in such years, on such dates and in such principal amounts as shall be determined in the Bond Order, provided that no Bond shall mature later than January 1, 2038. Each Bond shall bear interest from its date, computed on the basis of a 360 day year consisting of twelve 30 day months and shall be payable in lawful money of the United States of America on such interest payment dates and at such rates as shall be determined in the Bond Order, provided that no Bond shall bear interest at a rate exceeding five percent (5.00%) per annum and the bond yield of any Bond shall not exceed five percent (5.00%) per annum. No Bonds shall be sold pursuant to this ordinance unless the sum of (i) the taxes levied pursuant to Section 9 of this ordinance and (ii) the moneys to be deposited -3- 148083944v2 into the Debt Service Fund (established by this ordinance) is sufficient to provide for the punctual payment of the principal of and interest on the Bonds. The principal of the Bonds shall be payable in lawful money of the United States of America upon presentation and surrender thereof at the corporate trust office of U.S. Bank National Association, in the City of Chicago, Illinois, which is hereby appointed as bond registrar and paying agent for the Bonds, or at such other office as may be designated by the bond registrar and accepted by the Village. Interest on the Bonds shall be payable on each interest payment date to the registered owners of record thereof appearing on the registration books maintained by the Village for such purpose at the designated corporate trust office of the bond registrar, as of the close of business on the 15th day of the calendar month next preceding the applicable interest payment date. Interest on the Bonds shall be paid by check or draft mailed to such registered owners at their addresses appearing on the registration books or by wire transfer pursuant to an agreement by and between the Village and the registered owner. The Bonds may be subject to redemption prior to maturity as determined in the Bond Order, at the option of the Village and upon notice as herein provided, in such principal amounts and from such maturities as the Village shall determine and by lot or pro rata within a single maturity, at such redemption prices as determined in the Bond Order and for such periods of redemption as determined in the Bond Order. Such redemption prices may include a fixed percentage redemption premium and may be determined by a "make whole" redemption price formula. Bonds of like Series, maturity and interest rate may be subject to mandatory redemption, by the application of sinking fund installments, all as determined in the -4- 148083944v2 Bond Order. All Bonds subject to mandatory sinking fund redemption shall be redeemed at a redemption price equal to the principal amount thereof to be redeemed. The bond registrar is hereby authorized and directed to mail notice of the mandatory sinking fund redemption of Bonds in the manner provided in this section. Whenever Bonds subject to mandatory sinking fund redemption are redeemed at the option of the Village, the principal amount thereof so redeemed shall be credited against the unsatisfied balance of future sinking fund installments or final maturity amount established with respect to such Bonds, in such amounts and against such installments or final maturity amount as shall be determined by the Village in the proceedings authorizing such optional redemption or, in the absence of such determination, shall be credited against the unsatisfied balance of the applicable sinking fund installments next ensuing, and with respect to which notice of redemption has not yet been given. On or prior to the 60th day preceding any sinking fund installment date, the Village may purchase Bonds subject to mandatory redemption on such sinking fund installment date, at such prices as the Village shall determine. Any Bond so purchased shall be cancelled and the principal amount thereof so purchased shall be credited against the unsatisfied balance of the next ensuing sinking fund installment. In the event of the redemption by lot of less than all the Bonds of like Series, maturity and interest rate to be redeemed, the aggregate principal amount thereof to be redeemed shall be $5,000 or an integral multiple thereof and the bond registrar shall assign to each Bond of such maturity and interest rate a distinctive number for each $5,000 principal amount of such Bond and shall select by lot from the numbers so assigned as many numbers as, at $5,000 for each number, shall equal the principal -5- 148083944v2 amount of such Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided that only so much of the principal amount of each Bond shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. In the event of the pro-rata redemption of less than all of the Bonds of like Series, maturity, and interest rate, the bond registrar and the Village shall instruct The Depositary Trust Company as to the method of pro-rata redemption of the Bonds to be redeemed and such instructions shall conform to the provisions for redemption set forth in the Bond Order. Notice of the redemption of Bonds shall be mailed not less than 30 days nor more than 60 days prior to the date fixed for such redemption to the registered owners of Bonds to be redeemed at their last addresses appearing on said registration books. The Bonds or portions thereof specified in said notice shall become due and payable at the applicable redemption price on the redemption date therein designated, and if, on the redemption date, moneys for payment of the redemption price of all the Bonds or portions thereof to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, and if notice of redemption shall have been mailed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt thereof by any registered owner) then from and after the redemption date interest on such Bonds or portions thereof shall cease to accrue and become payable. If there shall be drawn for redemption less than all of a Bond, the Village shall execute and the bond registrar shall authenticate and deliver, upon the surrender of such Bond, without charge to the owner thereof, for the unredeemed balance of the Bond so 0 1480839442 surrendered, Bonds of like Series, maturity and interest rate and of the denomination of $5,000 or any integral multiple thereof. The bond registrar shall not be required to transfer or exchange any Bond after notice of the redemption of all or a portion thereof has been mailed. The bond registrar shall not be required to transfer or exchange any Bond during a period of 15 days next preceding the mailing of a notice of redemption which could designate for redemption all or a portion of such Bond. Section 4. Sale and Delivery. The delegated authority to sell Bonds pursuant to this ordinance shall expire on September 30, 2021. The Bonds are to be sold to Bernardi Securities, Inc. (the "Underwriter") at a price of not less than 98% of par and with an underwriting spread of not more than 0.55% of the principal amount of the Bonds. The Official Statement prepared with respect to the Bonds is approved and "deemed final" as of its date for purposes of Securities and Exchange Commission Rule 15c2-12 promulgated under the Securities Exchange Act of 1934. The form of the Bond Purchase Agreement by and between the Village and the Underwriter, on file in the office of the Village Clerk, is approved and the Mayor and the Director of Finance are each authorized to execute and deliver a final form of the Bond Purchase Agreement reflecting the details of the sale of the Bonds. In order to enhance the marketability of the Bonds, the Director of Finance may determine to purchase from a bond insurance company a municipal bond insurance policy with respect to the payment of the Bonds. Subject to the limitations contained in this ordinance, authority is delegated to the Director of Finance to award the Bonds to the Underwriter. -7- 148083944v2 The sale and award of the Bonds and the determination of the details of the Bonds shall be evidenced by the Bond Order, which shall be signed by the Director of Finance. An executed counterpart of the Bond Order shall be filed with the Village Clerk and entered in the records of the Village. The Mayor, Director of Finance, Village Clerk and other officials of the Village are authorized and directed to do and perform, or cause to be done or performed for or on behalf of the Village each and everything necessary for the issuance of the Bonds, including the proper execution and delivery of the Bonds, the Bond Purchase Agreement and the Official Statement. Section 5. Execution and Authentication. Each Bond shall be executed in the name of the Village by the manual or authorized facsimile signature of its Mayor and the corporate seal of the Village, or a facsimile thereof, shall be thereunto affixed or otherwise reproduced thereon and attested by the manual or authorized facsimile signature of its Village Clerk. In case any officer whose signature, or a facsimile of whose signature, shall appear on any Bond shall cease to hold such office before the issuance of the Bond, such Bond shall nevertheless be valid and sufficient for all purposes, the same as if the person whose signature, or a facsimile thereof, appears on such Bond had not ceased to hold such office. Any Bond may be signed, sealed or attested on behalf of the Village by any person who, on the date of such act, shall hold the proper office, notwithstanding that at the date of such Bond such person may not have held such office. No recourse shall be had for the payment of any Bonds against any officer who executes the Bonds. Na 1480839442 Each Bond shall bear thereon a certificate of authentication executed manually by the bond registrar. No Bond shall be entitled to any right or benefit under this ordinance or shall be valid or obligatory for any purpose until such certificate of authentication shall have been duly executed by the bond registrar. Section 6. Transfer, Exchange and Registry. The Bonds shall be negotiable, subject to the provisions for registration of transfer contained herein. Each Bond shall be transferable only upon the registration books maintained by the Village for that purpose at the designated corporate trust office of the bond registrar, by the registered owner thereof in person or by his attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the bond registrar and duly executed by the registered owner or his duly authorized attorney. Upon the surrender for transfer of any such Bond, the Village shall execute and the bond registrar shall authenticate and deliver a new Bond or Bonds registered in the name of the transferee, of the same Series, aggregate principal amount, maturity and interest rate as the surrendered Bond. Bonds, upon surrender thereof at the designated corporate trust office of the bond registrar, with a written instrument satisfactory to the bond registrar, duly executed by the registered owner or his attorney duly authorized in writing, may be exchanged for an equal aggregate principal amount of Bonds of the same Series, maturity and interest rate and of the denominations of $5,000 or any integral multiple thereof. For every such exchange or registration of transfer of Bonds, the Village or the bond registrar may make a charge sufficient for the reimbursement of any tax, fee or other governmental charge required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or 0 148083944v2 transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. No other charge shall be made for the privilege of making such transfer or exchange. The provisions of the Illinois Bond Replacement Act shall govern the replacement of lost, destroyed or defaced Bonds. The Village and the bond registrar may deem and treat the person in whose name any Bond shall be registered upon the registration books as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of or interest thereon and for all other purposes whatsoever, and all such payments so made to any such registered owner or upon his order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid, and neither the Village nor the bond registrar shall be affected by any notice to the contrary. Section 7. General Obligations. The full faith and credit of the Village are hereby irrevocably pledged to the punctual payment of the principal of and interest on the Bonds. The Bonds shall be direct and general obligations of the Village, and the Village shall be obligated to levy ad valorem taxes upon all the taxable property in the Village for the payment of the Bonds and the interest thereon, without limitation as to rate or amount. Section 8. Form of Bonds. The Bonds shall be issued as fully registered Bonds and shall be in substantially the following form, the blanks to be appropriately completed when the Bonds are printed: -10- 148083944v2 M United States of America State of Illinois Counties of Cook and DuPage VILLAGE OF ELK GROVE VILLAGE [TAXABLE] GENERAL OBLIGATION [REFUNDING] BOND, SERIES 2021_ INTEREST RATE MATURITY DATE DATED DATE January 1, 20_ REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: CUSIP .2021 287299 The VILLAGE OF ELK GROVE VILLAGE, a municipal corporation and a home rule unit of the State of Illinois situate in the Counties of Cook and DuPage, acknowledges itself indebted and for value received hereby promises to pay to the registered owner of this bond, or registered assigns, the principal amount specified above on the maturity date specified above, and to pay interest on such principal amount from the date hereof at the interest rate per annum specified above, computed on the basis of a 360 day year consisting of twelve 30 day months and payable in lawful money of the United States of America on 1, 20_ and semiannually thereafter on January 1 and July 1 in each year until the principal amount shall have been paid, to the registered owner of record hereof as of the 15th day of the calendar month next preceding such interest payment date, by wire transfer pursuant to an agreement by and between the Village and the registered owner, or otherwise by check or draft mailed to the registered owner at the address of such owner appearing -11- 148083944v2 on the registration books maintained by the Village for such purpose at the corporate trust office of U.S. Bank National Association, in the City of Chicago, Illinois, as bond registrar or its successor (the "Bond Registrar"). This bond, as to principal when due, will be payable in lawful money of the United States of America upon presentation and surrender of this bond at the corporate trust office of the Bond Registrar. The full faith and credit of the Village are irrevocably pledged for the punctual payment of the principal of and interest on this bond according to its terms. This bond is one of a series of bonds issued in the aggregate principal amount of $ , which are authorized and issued under and pursuant to Section 6 of Article VII of the Illinois Constitution of 1970 and under and in accordance with an ordinance adopted by the Mayor and Board of Trustees of the Village on March 23, 2021 and entitled: "Ordinance Authorizing the Issuance of Not to Exceed $45,500,000 General Obligation Bonds of 2021 of the Village of Elk Grove Village, Illinois." The bonds of such series maturing on or after January 1, 20_ are subject to redemption prior to maturity at the option of the Village and upon notice as herein provided, in such principal amounts and from such maturities as the Village shall determine and [by lot] [pro rata] within a single maturity, on 1, 20_ and on any date thereafter, at a redemption price equal to the principal amount thereof to be redeemed. [Make Whole Redemption Provisions] The bonds of such series maturing in the years 20_, 20_ and 20_ (the "Term Bonds") are subject to mandatory redemption, in part and by lot, on January 1 in the years and in the respective principal amounts set forth in the following tables, by the -12- 148083944v2 application of sinking fund installments, at a redemption price equal to the principal amount thereof to be redeemed: 20 Term Bonds 20_ Term Bonds 20_ Term Bonds Principal Principal Principal Year Amount Year Amount Year Amount 20_ 20_ 20_ 20_ 20_ 20_ 20 20_ 20_ Notice of the redemption of bonds will be mailed not less than 30 days nor more than 60 days prior to the date fixed for such redemption to the registered owners of bonds to be redeemed at their last addresses appearing on such registration books. The bonds or portions thereof specified in said notice shall become due and payable at the applicable redemption price on the redemption date therein designated, and if, on the redemption date, moneys for payment of the redemption price of all the bonds or portions thereof to be redeemed, together with interest to the redemption date, shall be available for such payment on said date, and if notice of redemption shall have been mailed as aforesaid (and notwithstanding any defect therein or the lack of actual receipt thereof by any registered owner) then from and after the redemption date interest on such bonds or portions thereof shall cease to accrue and become payable. This bond is transferable only upon such registration books by the registered owner hereof in person, or by his attorney duly authorized in writing, upon surrender hereof at the corporate trust office of the Bond Registrar together with a written instrument of transfer satisfactory to the Bond Registrar duly executed by the registered owner or by his duly authorized attorney, and thereupon a new registered bond or bonds, in the authorized denominations of $5,000 or any integral multiple -13- 148083944v2 thereof and of the same aggregate principal amount, maturity and interest rate as this bond shall be issued to the transferee in exchange therefor. In like manner, this bond may be exchanged for an equal aggregate principal amount of bonds of the same maturity and interest rate and of any of such authorized denominations. The Village or the Bond Registrar may make a charge sufficient for the reimbursement of any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange of this bond. No other charge shall be made for the privilege of making such transfer or exchange. The Village and the Bond Registrar may treat and consider the person in whose name this bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal and interest due hereon and for all other purposes whatsoever. This bond shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been duly executed by the Bond Registrar. It is hereby certified, recited and declared that all acts, conditions and things required to be done, exist and be performed precedent to and in the issuance of this bond in order to make it a legal, valid and binding obligation of the Village have been done, exist and have been performed in regular and due time, form and manner as required by law, and that the series of bonds of which this bond is one, together with all other indebtedness of the Village, is within every debt or other limit prescribed by law. -14- 148083944v2 IN WITNESS WHEREOF, the Village of Elk Grove Village has caused this bond to be executed in its name and on its behalf by the manual or facsimile signature of its Mayor, and its corporate seal, or a facsimile thereof, to be hereunto affixed or otherwise reproduced hereon and attested by the manual or facsimile signature of its Village Clerk. Dated: March 23, 2021 CERTIFICATE OF AUTHENTICATION This bond is one of the [Taxable] General Obligation [Refunding] Bonds, Series 2021, described in the within mentioned Ordinance. U.S. Bank National Association, as Bond Registrar M Authorized Signer -15- 148083944v2 VILLAGE OF ELK GROVE VILLAGE Mayor Craiq B. Johnson Attest: Loretta M. Murphy, Village Clerk By: Jennifer S. Mahon, Deputy Clerk ASSIGNMENT For value received the undersigned sells, assigns and transfers unto the within bond and hereby irrevocably constitutes and appoints attorney to transfer the said bond on the books kept for registration thereof, with full power of substitution in the premises. Dated Signature Guarantee: -16- 148083944v2 Section 9. Levy and Extension of Taxes. (A) For the purpose of providing the money required to pay the interest on the Bonds when and as the same falls due and to pay and discharge the principal thereof (including sinking fund installments) as the same shall mature, there is hereby levied upon all the taxable property in the Village, in each year while any of the Bonds shall be outstanding, a direct annual tax sufficient for that purpose in addition to all other taxes, as follows: Tax Levy Year A Tax Sufficient to Produce 2021 $5,500,000 2022 5,500,000 2023 5,500,000 2024 5,500,000 2025 5,500,000 2026 5,500,000 2027 5,500,000 2028 5,500,000 2029 5,500,000 2030 5,500,000 2031 5,500,000 2032 5,500,000 2033 5,500,000 2034 5,500,000 2035 5,500,000 2036 5,500,000 (B) Interest or principal coming due at any time when there shall be insufficient funds on hand to pay the same shall be paid promptly when due from current funds on hand in advance of the collection of the taxes herein levied; and when said taxes shall have been collected, reimbursement shall be made to the said funds in the amounts thus advanced. (C) After the sale of the Bonds and the execution of the Bond Order, an executed copy of the Bond Order and a copy of this ordinance, certified by the Village Clerk, which certificate shall recite that this ordinance has been duly adopted, shall be -17- 148083944v2 filed with the County Clerk of Cook County, Illinois, and the County Clerk of DuPage County, Illinois (the "County Clerks"), who are each hereby directed to ascertain the rate per cent required to produce the aggregate tax hereinbefore provided to be levied in the years 2021 to 2036, inclusive, and, subject to adjustment as provided in paragraph (D) of this Section, to 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 in like manner as taxes for general corporate purposes for said years are levied and collected and, when collected, such taxes shall be used for the purpose of paying the principal of and interest on the Bonds herein authorized as the same become due and payable. (D) In the event that Bonds are to be issued in principal amounts and bearing interest such that for any tax levy year an amount less than that set forth in paragraph (A) of this Section is required to be produced to pay when due the principal of and interest on the Bonds, then the Director of Finance is authorized and directed to file with the County Clerks, on or prior to the date of delivery of the Bonds, a direction for abatement of taxes specifying the exact amount of taxes to be levied to produce the required amounts for each of the various tax levy years. Section 10. Taxes Levied for Payment of Prior Bonds. After the issuance of the Bonds, the Director of Finance shall file with the County Clerks, certificates listing the Prior Bonds and the taxes theretofore levied for the payment of the principal of and interest on the Prior Bonds for the 2021 tax levy year and subsequent years, and said certificates shall direct the abatement of such taxes. Taxes collected with respect to the 2020 tax levy year for the payment of the Prior Bonds (and not required for the -18- 148083944v2 payment or redemption of the Prior Bonds) (the "2020 Prior Bond Tax Collection") shall be deposited into the Debt Service Fund established by this ordinance. Section 11. Escrow Deposit Agreement. The form of 2021 Escrow Deposit Agreement by and between the City and U.S. Bank National Association, as Escrow Agent, on file in the office of the Village Clerk, is hereby approved. The proper officers of the Village are authorized and directed to execute and deliver the 2021 Escrow Deposit Agreement on behalf of the Village. Section 12. Application of Proceeds. The net proceeds of sale of the Bonds (exclusive of accrued interest) shall be applied as follows: 1. To the 2021 Escrow Fund maintained under the 2021 Escrow Deposit Agreement, the amount, together with other moneys (if any) of the Village deposited therein, necessary to provide for the redemption of the Prior Bonds on their applicable redemption date and to provide for interest to become due and payable on the Prior Bonds to their applicable redemption date. 2. To the 2021 Bond Proceeds Fund established by this ordinance, the amount of such proceeds of sale remaining after making the foregoing payment. Section 13. Debt Service Fund. Moneys derived from taxes herein levied are appropriated and set aside for the purpose of paying principal of and interest on the Bonds when and as the same come due. All of such moneys, and all other moneys to be used for the payment of the principal of and interest on the Bonds, shall be deposited in the "2021 Debt Service Fund," which is hereby established as a special fund of the Village. With respect to each Tax Exempt Series, the Village shall establish a "Series Account," which shall be administered as a bona fide debt service fund under -19- 148083944v2 the Internal Revenue Code of 1986. All accrued interest received upon the issuance of the Bonds shall be deposited in the 2021 Debt Service Fund. The sum of (i) the anticipated 2020 Prior Bond Tax Collection allocated to a Series and (ii) other moneys deposited into the Debt Service Fund on the date of initial issuance of such Series of Bonds shall be sufficient to provide for the punctual payment of the principal of and interest on the Bonds of such Series that will become due on or prior to January 1, 2022. The moneys deposited or to be deposited into the 2021 Debt Service Fund, including the tax receipts derived from the taxes levied pursuant to this ordinance, are pledged as security for the payment of the principal of and interest on the Bonds. The pledge is made pursuant to Section 13 of the Local Government Debt Reform Act and shall be valid and binding from the date of issuance of the Bonds. All such tax receipts and the moneys held in the 2021 Debt Service Fund shall immediately be subject to the lien of such pledge without any physical delivery or further act and the lien of such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the Village irrespective of whether such parties have notice thereof. Section 14. Bond Proceeds Fund. The "2021 Bond Proceeds Fund," is hereby established as a special fund of the Village. Moneys in the 2021 Bond Proceeds Fund shall be used for the payment of costs of the 2021 Projects and for the payment of costs of issuance of the Bonds, but may hereafter be reappropriated and used for other purposes if such reappropriation is permitted under Illinois law and will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds of any Tax Exempt Series. -20- 148083944v2 Section 15. Investment Regulations. No investment shall be made of any moneys in the 2021 Escrow Fund, the 2021 Debt Service Fund or the 2021 Bond Proceeds Fund except in accordance with the tax covenants set forth in Section 16 of this ordinance. All income derived from such investments in respect of moneys or securities in any Fund shall be credited in each case to the Fund in which such moneys or securities are held. Any moneys in any Fund that are subject to investment yield restrictions may be invested in United States Treasury Securities, State and Local Government Series, pursuant to the regulations of the United States Treasury Department, Bureau of the Fiscal Service, or in any tax-exempt bond that is not an "investment property" within the meaning of Section 148(b)(2) of the Internal Revenue Code of 1986. The Director of Finance and agents designated by her are hereby authorized to submit, on behalf of the Village, subscriptions for such United States Treasury Securities and to request redemption of such United States Treasury Securities. Section 16. Tax Covenants. The Village shall not take, or omit to take, any action lawful and within its power to take, which action or omission would cause interest on any Bond of any Tax Exempt Series to become subject to federal income taxes in addition to federal income taxes to which interest on such Bond is subject on the date of original issuance thereof. The Village shall not permit any of the proceeds of the Bonds, or any facilities financed with such proceeds, to be used in any manner that would cause any Bond of any Tax Exempt Series to constitute a "private activity bond" within the meaning of Section 141 of the Internal Revenue Code of 1986. -21- 148083944v2 The Village shall not permit any of the proceeds of the Bonds or other moneys to be invested in any manner that would cause any Bond of any Tax Exempt Series to constitute an "arbitrage bond" within the meaning of Section 148 of the Internal Revenue Code of 1986 or a "hedge bond" within the meaning of Section 149(g) of the Internal Revenue Code of 1986. The Village shall comply with the provisions of Section 148(f) of the Internal Revenue Code of 1986 relating to the rebate of certain investment earnings at periodic intervals to the United States of America. Section 17. Bank Qualified Designation. The Village hereby designates each Tax Exempt Series of the Bonds as "qualified tax-exempt obligations" as defined in Section 265(b)(3)(B) of the Internal Revenue Code of 1986. The Village represents that the reasonably anticipated amount of tax-exempt obligations that are required to be taken into account for the purpose of Section 265(b)(3)(C) of the Code and will be issued by or on behalf of the Village and all subordinate entities of the Village during 2021 does not exceed $10,000,000. The Village covenants that it will not designate and issue more than $10,000,000 aggregate principal amount of tax-exempt obligations in the year in which any Tax Exempt Series is issued. For purposes of the two preceding sentences, the term "tax-exempt obligations" includes "qualified 501(c)(3) bonds" (as defined in Section 145 of the Internal Revenue Code of 1986) but does not include other "private activity bonds" (as defined in Section 141 of the Internal Revenue Code of 1986). Section 18. Continuing Disclosure. For the benefit of the beneficial owners of the Bonds, the Village covenants and agrees to provide to the Municipal Securities Rulemaking Board (the "MSRB") for disclosure on the Electronic Municipal Market -22- 148083944v2 Access ("EMMA") system, in an electronic format as prescribed by the MSRB, (i) an annual report containing certain financial information and operating data relating to the Village and (ii) timely notices of the occurrence of certain enumerated events. All documents provided to the MSRB shall be accompanied by identifying information as prescribed by the MSRB. The annual report shall be provided to the MSRB for disclosure on EMMA within 210 days after the close of the Village's fiscal year. The information to be contained in the annual report shall consist of the annual audited financial statement of the Village and such additional information as noted in the Official Statement under the caption "Continuing Disclosure." Each annual audited financial statement will conform to generally accepted accounting principles applicable to governmental units and will be prepared in accordance with standards of the Governmental Accounting Standards Board. If the audited financial statement is not available, then an unaudited financial statement shall be included in the annual report and the audited financial statement shall be provided promptly after it becomes available. The Village, in a timely manner not in excess of ten business days after the occurrence of the event, shall provide notice to the MSRB for disclosure on EMMA of any failure of the Village to provide any such annual report within the 210 day period and of the occurrence of any of the following events with respect to the Bonds: (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or -23- 148083944v2 final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax-exempt status of the bonds, or other events affecting the tax-exempt status of the Bonds; (7) modifications to rights of bondholders, if material; (8) Bond calls, if material, and tender offers; (9) defeasances; (10) release, substitution or sale of property securing repayment of the Bonds, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership or similar event of the Village; (13) the consummation of a merger, consolidation, or acquisition involving the Village or the sale of all or substantially all of the assets of the Village, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) incurrence of a financial obligation of the Village, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Village, any of which affect bondholders, if material; and (16) default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the Village any of which reflect financial difficulties. For the purposes of the event identified in clause (13), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the Village in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Village, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to -24- 148083944v2 the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan or reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Village. As used in clauses (15) and (16), the term financial obligation means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with Securities and Exchange Commission Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (the "Rule"). It is found and determined that the Village has agreed to the undertakings contained in this Section in order to assist participating underwriters of the Bonds and brokers, dealers and municipal securities dealers in complying with paragraph (b)(5) of the Rule. The chief financial officer of the Village is authorized and directed to do and perform, or cause to be done or performed, for or on behalf of the Village, each and every thing necessary to accomplish the undertakings of the Village contained in this Section for so long as paragraph (b)(5) of the Rule is applicable to the Bonds and the Village remains an "obligated person" under the Rule with respect to the Bonds. The undertakings contained in this Section may be amended by the Village upon a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of the obligated person, or type of business conducted, provided that (a) the undertaking, as amended, would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering, after taking into account any amendments or interpretations of the -25- 148083944v2 Rule, as well as any change in circumstances and (b) in the opinion of nationally recognized bond counsel selected by the Village, the amendment does not materially impair the interests of the beneficial owners of the Bonds. Section 19. Bond Registrar. The Village covenants that it shall at all times retain a bond registrar with respect to the Bonds, that it will maintain at the designated office of such bond registrar a place where Bonds may be presented for payment and registration of transfer or exchange and that it shall require that the bond registrar maintain proper registration books and perform the other duties and obligations imposed upon the bond registrar by this ordinance in a manner consistent with the standards, customs and practices of the municipal securities business. The bond registrar shall signify its acceptance of the duties and obligations imposed upon it by this ordinance by executing the certificate of authentication on any Bond, and by such execution the bond registrar shall be deemed to have certified to the Village that it has all requisite power to accept, and has accepted such duties and obligations not only with respect to the Bond so authenticated but with respect to all the Bonds. The bond registrar is the agent of the Village and shall not be liable in connection with the performance of its duties except for its own negligence or default. The bond registrar shall, however, be responsible for any representation in its certificate of authentication on the Bonds. The Village may remove the bond registrar at any time. In case at any time the bond registrar shall resign or shall be removed or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or if a receiver, liquidator or conservator of the bond registrar, or of its property, shall be appointed, or if any public officer shall take charge or control of the bond registrar or of its property or affairs, the Village -26- 148083944v2 covenants and agrees that it will thereupon appoint a successor bond registrar. The Village shall mail notice of any such appointment made by it to each registered owner of Bonds within twenty days after such appointment. Section 20. Book -Entry System. In order to provide for the initial issuance of the Bonds in a form that provides for a system of book -entry only transfers, the ownership of one fully registered Bond for each maturity of each Series, in the aggregate principal amount of such maturity, shall be registered in the name of Cede & Co., as a nominee of The Depository Trust Company, as securities depository for the Bonds. The Director of Finance is authorized to execute and deliver on behalf of the Village such letters to, or agreements with, the securities depository as shall be necessary to effectuate such book -entry system. In case at any time the securities depository shall resign or shall become incapable of acting, then the Village shall appoint a successor securities depository to provide a system of book -entry only transfers for the Bonds, by written notice to the predecessor securities depository directing it to notify its participants (those persons for whom the securities depository holds securities) of the appointment of a successor securities depository. If the system of book -entry only transfers for the Bonds is discontinued, then the Village shall issue and the bond registrar shall authenticate, register and deliver to the beneficial owners of the Bonds, bond certificates in replacement of such beneficial owners' beneficial interests in the Bonds, all as shown in the records maintained by the securities depository. Section 21. Defeasance and Payment of Bonds. (A) If the Village shall pay or cause to be paid to the registered owners of the Bonds, the principal and interest -27- 148083944v2 due or to become due thereon, at the times and in the manner stipulated therein and in this ordinance, then the pledge of taxes, securities and funds hereby pledged and the covenants, agreements and other obligations of the Village to the registered owners and the beneficial owners of the Bonds shall be discharged and satisfied. (B) Any Bonds or interest installments appertaining thereto, whether at or prior to the maturity or the redemption date of such Bonds, shall be deemed to have been paid within the meaning of paragraph (A) of this Section if (1) in case any such Bonds are to be redeemed prior to the maturity thereof, there shall have been taken all action necessary to call such Bonds for redemption and notice of such redemption shall have been duly given or provision shall have been made for the giving of such notice, and (2) there shall have been deposited in trust with a bank, trust company or national banking association acting as fiduciary for such purpose either (i) moneys in an amount which shall be sufficient, or (ii) "Federal Obligations" as defined in paragraph (C) of this Section, the principal of and the interest on which when due will provide moneys which, together with any moneys on deposit with such fiduciary at the same time for such purpose, shall be sufficient, to pay when due the principal of and interest due and to become due on said Bonds on and prior to the applicable redemption date or maturity date thereof. (C) As used in this Section, the term "Federal Obligations" means (i) non - callable, direct obligations of the United States of America, (ii) non -callable and non - prepayable, direct obligations of any agency of the United States of America, which are unconditionally guaranteed by the United States of America as to full and timely payment of principal and interest, (iii) non -callable, non -prepayable coupons or interest installments from the securities described in clause (i) or clause (ii) of this paragraph, -28- 148083944v2 which are stripped pursuant to programs of the Department of the Treasury of the United States of America, or (iv) coupons or interest installments stripped from bonds of the Resolution Funding Corporation. Section 22. Ordinance to Constitute a Contract. The provisions of this ordinance shall constitute a contract between the Village and the registered owners of the Bonds. Any pledge made in this ordinance and the provisions, covenants and agreements herein set forth to be performed by or on behalf of the Village shall be for the equal benefit, protection and security of the owners of any and all of the Bonds of a Series. All of the Bonds of a Series, regardless of the time or times of their issuance, shall be of equal rank without preference, priority or distinction of any of the Bonds of such Series over any other thereof except as expressly provided in or pursuant to this ordinance. This ordinance shall constitute full authority for the issuance of the Bonds and to the extent that the provisions of this ordinance conflict with the provisions of any other ordinance or resolution of the Village, the provisions of this ordinance shall control. If any section, paragraph or provision of this ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this ordinance. In this ordinance, reference to an officer of the Village includes any person holding that office on an interim basis and any person delegated the authority to act on behalf of such officer. Whenever the Director of Finance is unable to exercise any authority delegated to her by this ordinance, such authority may be exercised by the Mayor. -29- 148083944v2 Section 23. Publication. The Village Clerk is hereby authorized and directed to publish this ordinance in pamphlet form and to file copies thereof for public inspection in her office. Section 24. Effective Date. This ordinance shall become effective upon its passage and approval. Passed and adopted this 23rd day of March, 2021, by roll call vote as follows: Ayes: List Names Nays: Published in pamphlet form: March 24, 2021 (SEAL) Attest: Loretta M. Murphy, Village Clerk By: Jennifer S. Mahon, Deputy Clerk -30- Approved: March 23, 2021 Mayor Craig B. Johnson 148083944v2 CERTIFICATE I, Loretta M. Murphy, Village Clerk of the Village of Elk Grove Village, Illinois, hereby certify that the foregoing ordinance entitled: "Ordinance Authorizing the Issuance of Not to Exceed $45,500,000 General Obligation Bonds of 2021 of the Village of Elk Grove Village, Illinois," is a true copy of an original ordinance that was duly passed and adopted by the recorded affirmative votes of a majority of the members of the Mayor and Board of Trustees of the Village at a meeting thereof that was duly called and held at 7:00 p.m. on March 23, 2021, in the Municipal Building at 901 Wellington Avenue, and at which a quorum was present and acting throughout, and that said copy has been compared by me with the original ordinance signed by the Mayor on March 23, 2021, and thereafter published in pamphlet form on March 24, 2021 and recorded in the Ordinance Book of the Village and that it is a correct transcript thereof and of the whole of said ordinance, and that said ordinance has not been altered, amended, repealed or revoked, but is in full force and effect. I further certify that the agenda for said meeting included the ordinance as a matter to be considered at the meeting and that said agenda was posted at least 48 hours in advance of the holding of the meeting in the manner required by the Open Meetings Act, 5 Illinois Compiled Statutes 120 and was continuously available for public review during the 48 hour period preceding the meeting. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Village this 24th day of March 2021. (SEAL) -31- Loretta M. Murphy, Village Clerk By: Jennifer S. Mahon, Deputy Clerk 148083944v2