HomeMy WebLinkAboutORDINANCE - 3237 - 6/15/2010 - GENERAL OBLIGATION BONDS, SERIES 2010ORDINANCE NO. 3237
ORDINANCE AUTHORIZING THE ISSUANCE OF $13,000,000 TAXABLE GENERAL
OBLIGATION BONDS, SERIES 2010, 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, 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 purpose of financing the following
capital improvements:
1. Water System Improvements, including water main improvements in and along
Beisner Road and Gloucester Drive and water main replacements, in and along J.F.
Kennedy Boulevard, Scott Street and in the Delphia Lane area, at an estimated cost of
$2,870,000.
2. Wastewater System Improvements, including rehabilitation and lining of sanitary
sewer lines, at an estimated cost of $1,950,000.
3. Storm Sewer System Improvements, including rehabilitation and replacement of
culverts, at an estimated cost of $1,100,000.
4. Roadway Improvements, including the reconstruction of Northwest Boulevard,
Wellington Avenue and Chelmsford Lane, the widening of Beisner Road, the
rehabilitation of Nicholas Boulevard and the resurfacing of Tonne Road, Greenleaf
Avenue, Brummel Street and Commerce Drive, at an estimated cost of $6,075,000.
5. Salt Dome Construction, being the construction of a salt dome at the Oakton Fire
Station, at an estimated cost of $400,000.
6. Public Building Improvements, including replacement of the HVAC system for the
computer room at Village Hall and the rehabilitation of various fire stations, at a total
estimated cost of $400,000.
The foregoing capital improvements are public purposes and are hereby authorized to be
made or undertaken by the Village of Elk Grove Village, Illinois.
Section 2. Authorization and Terms of Bonds. The sum of $13,000,000 is
appropriated to meet part of the estimated cost of the purposes described in Section 1 of this
ordinance. Said estimated cost is 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 are authorized to be issued and sold in an aggregate principal amount of
$13,000,000, and shall be designated "Taxable General Obligation Bonds, Series 2010 (Build
America Bonds — Direct Payment to Issuer)." The bonds shall be issued as `'build America
bonds" under Section 54AA of the Internal Revenue Code of 1986 (the "Code")
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. Unless otherwise determined in the order to authenticate the
bonds, each bond delivered upon the original issuance of the bonds shall be dated as of its date of
delivery. 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 on January 1 in each year shown in the following table in the
respective principal amount set forth opposite each such year and the bonds maturing in each
such year shall bear interest at the respective rate per annum set forth opposite such year:
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Year
Principal Amount
Interest Rate
2013
$ 50,000
2.150%
2014
70,000
2.600
2015
100,000
3.000
2016
100,000
3.400
2017
110,000
3.600
2020
445.000
4.875
2025
1.000.000
6.000
2028
1.425.000
6.150
2031
9.700.000
6.150
Each bond shall bear interest from its date, 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 July 1, 2011 and semiannually thereafter on each January 1 and July 1 at the rates per annum
herein determined.
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 Deutsche Bank
National Trust Company, in the City of Chicago, Illinois, which is hereby appointed as bond
registrar and paying agent for the bonds. 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 corporate trust office of the bond registrar, as
of the close of business on the 15`h 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 maturing on or after January 1, 2020 shall be 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 within a single
maturity, on January 1, 2019 and on any date thereafter, at a redemption price equal to the
principal amount thereof to be redeemed.
The bonds maturing on January 1, 2020; shall be subject to mandatory redemption, in
part and by lot, on January 1 of the years 2018 to 2019, both inclusive, in the following principal
amounts, each constituting a sinking fund installment for the retirement of the bonds maturing on
January 1, 2020:
Year Principal Amount
2018 $125,000
2019 145,000
The final principal amount of the bonds maturing on January 1, 2020, is $175,000.
The bonds maturing on January 1, 2025, shall be subject to mandatory redemption, in
part and by lot, on January 1 of the years 2021 to 2024, both inclusive, in the following principal
amounts, each constituting a sinking fund installment for the retirement of the bonds maturing on
January 1, 2025:
Year Principal Amount
2021
$175,000
2022
175,000
2023
200,000
2024
225,000
The final principal amount of the bonds maturing on January 1, 2025, is $225,000.
The bonds maturing on January 1, 2028, shall be subject to mandatory redemption, in
part and by lot, on January 1 of the years 2026 to 2027, both inclusive, in the following principal
amounts, each constituting a sinking fund installment for the retirement of the bonds maturing on
January 1, 2028:
ME
Year Principal Amount
2026 $375,000
2027 500,000
The final principal amount of the bonds maturing on January 1, 2028, is $550,000.
The bonds maturing on January 1, 2031, shall be subject to mandatory redemption, in
part and by lot, on January 1 of the years 2029 to 2030, both inclusive, in the following principal
amounts, each constituting a sinking fund installment for the retirement of the bonds maturing on
January 1, 2031:
Year Principal Amount
2029 $3,200,000
2030 3,200,000
The final principal amount of the bonds maturing on January 1, 2031, is $3,300,000.
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 the
bonds in the manner herein provided.
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 principal amount established with
respect to such bonds, in such amounts and against such installments or final principal 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 pro -rata against the unsatisfied balance of
the applicable sinking fund installments and final principal amount.
On or prior to the 601h day preceding any sinking fund installment date, the Village may
purchase bonds, which are subject to mandatory redemption on such sinking fund installment
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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 of the bonds of the same maturity as the bond so
purchased.
In the event of the redemption of less than all the bonds of like maturity, 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 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 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.
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,
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in exchange for the unredeemed balance of the bond so surrendered, bonds of like 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 that could designate for redemption all or a portion of such bond.
Section 3. Sale and Delivery. The bonds are sold to BMO Capital Markets GKST
Inc., as purchaser, at a price of $12,900,004.00 and accrued interest from their date to the date of
delivery and payment therefor. 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 Mayor, 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 every
thing necessary for the issuance of the bonds, including the proper execution and delivery of the
bonds and the Official Statement.
Section 4. 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,
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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.
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 5. 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
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 aggregate principal amount, maturity and interest rate as the
surrendered bond. Bonds, upon surrender thereof at the 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 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
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sums shall be paid by the person requesting such exchange or 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 6. 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 7. 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:
0
No.
United States of America
State of Illinois
Counties of Cook and DuPage
VILLAGE OF ELK GROVE VILLAGE
TAXABLE GENERAL OBLIGATION BOND, SERIES 2010
(BUILD AMERICA BONDS — DIRECT PAYMENT TO ISSUER)
INTEREST RATE MATURITY DATE DATED DATE CUSIP
% January 1, 20_ July 1, 2010 287299
REGISTERED OWNER: Cede & Co.
PRINCIPAL AMOUNT:
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 July 1, 2011 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 15`h 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 on the registration books maintained by the Village for such
purpose at the corporate trust office of Deutsche Bank National Trust Company, in the City of
Im
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
$13,000,000, 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 June 15, 2010 and entitled: "Ordinance
Authorizing the Issuance of $13,000,000 Taxable General Obligation Bonds, Series 2010, of the
Village of Elk Grove Village, Illinois."
The bonds of such series maturing on or after January 1, 2020 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 within a
single maturity, on January 1, 2019 and on any date thereafter, at a redemption price equal to the
principal amount thereof to be redeemed.
The bonds of such series maturing in the years 2020, 2025, 2028 and 2031 (the "Term
Bonds") are subject to mandatory redemption, in part and by lot, on January 1 of the years and in
the respective principal amounts set forth in the following tables, by the application of sinking
fund installments, at a redemption price equal to the principal amount thereof to be redeemed:
2020 Term Bonds 2025 Term Bonds
Year Principal Amount Year Principal Amount
2018 $125,000 2021 $175,000
2019 145,000 2022 175,000
2023 200,000
2024 225,000
2028 Term Bonds 2031 Term Bonds
Year Principal Amount Year Principal Amount
2026 $375,000 2029 $3,200,000
2027 500,000 2030 3,200,000
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 o�mer 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 thereof and of the same aggregate principal
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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.
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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: June 15, 2010 VILLAGE OF ELK GROVE VILLAGE
CERTIFICATE OF AUTHENTICATION
This bond is one of the Taxable General
Obligation Bonds, Series 2010 (Build
America Bonds — Direct Payment to Issuer),
described in the within mentioned
Ordinance.
DEUTSCHE BANK NATIONAL TRUST
COMPANY, as Bond Registrar
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Authorized Signer
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Craill B. Johnson, Mayor
ATTEST:
Judith M. Keelian, Village 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: June 15, 2010
Signature Guarantee:
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Section S. Levy and Extension of Taxes. 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 any mandatory 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
2010
$1,168,704.38
2011
829.136.26
2012
848,061.26
2013
876,241.26
2014
873.241.26
2015
879,841.26
2016
890,881.26
2017
904,787.50
2018
927,718.76
2019
919,187.50
2020
908,687.50
2021
923,187.50
2022
936,187.50
2023
922.687.50
2024
1,059,187.50
2025
1,161,125.00
2026
1,180,3 75.00
2027
3,796,550.00
2028
3,599,750.00
2029
3,502,950.00
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.
As soon as this ordinance becomes effective, a copy thereof certified by the Village
Clerk, which certificate shall recite that this ordinance has been duly adopted, shall be filed with
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the County Clerk of Cook County, Illinois, and the County Clerk of DuPage County, Illinois,
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 2010 to 2029, inclusive, and 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.
Section 9. 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 "2010 Debt Service Fund",
which is hereby established as a special fund of the Village and shall be administered as a bona
fide debt service fund under the Code. All accrued interest received upon the issuance of the
bonds shall be deposited in the 2010 Debt Service Fund.
The moneys deposited or to be deposited into the 2010 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 2010 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.
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Section 10. Bond Proceeds Fund. All of the proceeds of sale of the bonds (exclusive
of accrued interest) shall be deposited in the "2010 Bond Proceeds Fund", which is hereby
established as a special fund of the Village. Moneys in the 2010 Bond Proceeds Fund shall be
used for the purposes specified in Section 1 of this ordinance 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 status of the bond
as "build America bonds' under the Code.
Section 11. Investment Regulations. No investment shall be made of any moneys in
the 2010 Debt Service Fund or the 2010 Bond Proceeds Fund except in accordance with the tax
covenants set forth in Section 12 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 Public Debt, or in any
tax-exempt bond that is not an "investment property" within the meaning of Section 148(b)(2) of
the Code. The Village Treasurer 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 12. Tax Covenants. The Village covenants to comply with the provisions of
the Code compliance with which would result in the interest on the bonds being excluded from
gross income for federal income tax purposes but for the Village's irrevocable election to have
Section 54AA of the Code apply to the bonds.
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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 to constitute a "private
activity bond" within the meaning of Section 141 of the Code.
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 to constitute an "arbitrage bond" within the
meaning of Section 148 of the Code or a "hedge bond" within the meaning of Section 149(g) of
the Code.
The Village shall comply with the provisions of Section 148(0 of the Code relating to the
rebate of certain investment earnings at periodic intervals to the United States of America.
Section 13. Build America Bond Elections. Pursuant to Section 54AA(d)(1)(C) of
the Code, the Village irrevocably elects to have Section 54AA of the Code apply to the bonds.
Pursuant to Section 54AA(g)(2)(B) of the Code, the Village irrevocably elects to have
subsection (g) of said Section 54AA apply to the bonds. Pursuant to the foregoing elections, the
bonds will be issued as "build America bonds" as defined in Section 54AA(d)(1) of the Code and
as "qualified bonds" as defined in Section 54AA(g)(2) of the Code. This ordinance does not
pledge any bond subsidy payment received by the Village as a result of the foregoing elections as
security for the payment of the principal of and interest on the bonds.
Section 14. 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 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, if material. All documents provided to the MSRB
shall be accompanied by identifying information as prescribed by the MSRB.
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The annual report shall be provided to the MSRB for disclosure on EMMA within
180 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 shall provide timely notice to the MSRB for disclosure on EMMA of any
failure of the Village to file any such annual report within the 180 day period and of the
occurrence of any of the following events with respect to the bonds, if material: (1) principal and
interest payment delinquencies; (2) non-payment related defaults; (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 or events affecting the tax-exempt status of the bonds;
(7) modifications to rights of bondholders; (8) bond calls; (9) defeasances; (10) release,
substitution or sale of property securing repayment of the bonds; and (11) rating changes.
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 Securities and Exchange Commission Rule
15c2 -12(b)(5) promulgated under the Securities Exchange Act of 1934. 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
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undertakings of the Village contained in this Section for so long as Rule 15c2 -12(b)(5) 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
Rule 15c2 -12(b)(5) at the time of the primary offering, after taking into account any amendments
or interpretations of the 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 15. 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
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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 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 16. 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, 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 Village Treasurer 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
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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 17. 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 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-
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callable, non -prepayable coupons or interest installments from the securities described in clause
(i) or clause (ii) of this paragraph, 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 18. 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. All of the bonds, regardless of the time or times of
their issuance, shall be of equal rank without preference, priority or distinction of any of the
bonds 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.
Section 19. 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.
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Section 20. Effective Date. This ordinance shall become effective upon its passage
and approval.
VOTE: AYES: 6 NAYS: 0 ABSENT: 0
PASSED this 15`h day of June 2010
APPROVED this 15Th day of June 2010
ATTEST:
Judith M. Keegan, Village Clerk
Published in pamphlet form: June 16, 2010
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APPROVED
Mayor Craig B. Johnson
Village of Elk Grove Village
CERTIFICATE
I, Judith M. Keegan, Village Clerk of the Village of Elk Grove Village, Illinois, hereby
certify that the foregoing ordinance entitled: "Ordinance Authorizing the Issuance of
$13,000,000 Taxable General Obligation Bonds, Series 2010, 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 June 15, 2010, 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 June 15, 2010, and thereafter published in pamphlet form on June 16,
2010 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.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Village this 151h day of June, 2010.
(SEAL)
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Judith M. Keegan, Village Clerk