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HomeMy WebLinkAboutORDINANCE - 3499 - 5/9/2017 - Capital Improvement Loan and Promissory Note ORDINANCE NO. 3499 ORDINANCE AUTHORIZING A$10,000,000 CAPITAL IMPROVEMENT LOAN AND PROMISSORY NOTE OF THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS NOW, THEREFORE, BE IT ORDAINED, by the Mayor and Board of Trustees of the Village of the Village of Elk Grove Village, Counties of Cook and DuPage , 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 the following capital improvements (the "2017 Capital Improvement Loan Projects"): • Public Buildings $8,000,000 Rehabilitation and Construction at Public Works Facilities, Rehabilitation and Construction at Fire Station Facilities, Rehabilitation at Village Hall, Land Acquisition, and Architectural, Engineering & Professional Services • Infrastructure $2,000,000 Rehabilitation, Median Replacement & Corridor Beautification, Street Lighting, Stormwater Drainage, Sidewalk Drainage & ADA Compliance, Street Sign Rehabilitation, Pedestrian/Bicycle Paths & Connections, Gateway Signage Treatments, and Architectural, Engineering & Professional Services The foregoing 2017 Capital Improvement Loan Projects are for public purposes and are authorized to be made or undertaken by the Village of Elk Grove Village, Illinois. Section 2. Appropriation and Financing. The sum of$10,000,000 is appropriated to meet the estimated costs of the 2017 Capital Improvement Loan Projects. Pursuant to the home rule powers of the Village to incur debt for public purposes and for the purpose of financing such appropriation the Village is hereby authorized to borrow not to exceed $10,000,000 (the "Loan") from the Schaumburg Bank & Trust Company N.A. and its successors and assigns (the "Lender") and to evidence the obligation to repay the Loan by the issuance of a Promissory Note in the principal amount of the Loan. Section 3. Loan and Promissory Note. The Loan shall be repaid over a term of ten years in approximately equal monthly installments (other than the final installment) based upon an amortization period of 10 years. The Promissory Note shall mature no later than December 1, 2027. The Promissory Note shall bear interest from its date at a rate to be determined no less than five days prior to the date of issuance of the Promissory Note, subject to adjustment as provided in Section 15 of this ordinance; provided, however, that in no event shall the rate of interest on the Promissory Note exceed 12% per annum. Section 4. Prepayment and Redemption. The principal of the Loan may be prepaid, in whole or in part, on any date without prepayment penalty and the corresponding principal amount of the Promissory Note may be redeemed, in whole or in part, on any date at a redemption price of par, together with accrued interest to the redemption date, in each case at the option of the Village and upon not less than 15 days prior written notice from the Village to the Lender. -2- US 126323683v2 226669-00007 4/28/2017 3:33 PM Section 5. Manner of Payment. Payment of the principal or redemption price of and interest on the Promissory Note shall be made by wire transfer pursuant to the instructions provided to the Village by the Lender. Upon the final payment of the Promissory Note, the Promissory Note shall be presented and surrendered to the Director of Finance of the Village for cancellation. Section 6. Sale and Delivery. The Promissory Note is to be sold to the Lender at a price of par. 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 to evidence the Loan and to issue the Promissory Note. Section 7. Execution. The Promissory Note shall be executed in the name of the Village by the manual or authorized facsimile signature of its Mayor or Director of Finance 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 the Promissory Note shall cease to hold such office before the issuance of the Promissory Note, such Promissory Note shall nevertheless be valid and sufficient i for all purposes, the same as if the person whose signature, or a facsimile thereof, I appears on such Promissory Note had not ceased to hold such office. The Promissory Note 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 the i Promissory Note such person may not have held such office. No recourse shall be had i i I -3- US 126323683v2 226669-00007 4/28/2017 3:33 PM for the payment of the Promissory Note against any officer who executes the Promissory Note. Section 8. Transfer and Registry. The Promissory Note shall be transferable only to any successor in interest to the Lender and only upon the registration books maintained by the Village. Section 9. Source of Repayment. The Promissory Note shall be a general obligation of the Village payable from the available and unrestricted funds of the Village and such funds are hereby pledged to the punctual payment of the principal of and interest on the Promissory Note. Neither the full faith and credit nor the taxing power of the Village are pledged as security for the payment of the Promissory Note. Section 10. Form of Promissory Note. The Promissory Note shall be issued as a fully registered note and shall be in substantially the following form, the blanks to be appropriately completed when the Promissory Note is issued: i I I i i i -4- US 126323683v2 226669-00007 4/28/2017 3:33 PM No. R-1 United States of America State of Illinois Counties of Cook and DuPage VILLAGE OF ELK GROVE VILLAGE CAPITAL IMPROVEMENT LOAN PROMISSORY NOTE 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 Schaumburg Bank & Trust Company N.A., the registered owner of this Promissory Note, or registered assigns, the principal amount Ten Million Dollars ($10,000,000) on May 1, 2027, the maturity date of this Promissory Note, and to pay interest on the unpaid principal amount of this Promissory Note from the date hereof at the interest rate of 3.015% per annum (as such rate of interest may be adjusted in accordance with Section 15 of the Note Ordinance hereinafter referred to), until the principal amount shall have been paid. In no event shall the interest rate of this Promissory Note exceed 12% per annum. This Promissory Note shall be payable in lawful money of the United States of America in monthly installments of principal and interest as set forth in the amortization schedule attached hereto on the first day of each month commencing on June 1, 2017, by wire transfer in accordance with instructions from the registered owner of the Promissory Note. Upon final payment of this Promissory Note, it shall be presented and surrendered to the Director of Finance of the Village for cancellation. -5- US 126323683v2 226669-00007 4/28/2017 3:33 PM This Promissory Note is 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 May 9, 2017 and entitled: "Ordinance Authorizing a $10,000,000 Capital Improvement Loan and Promissory Note of the Village of Elk Grove Village, Illinois" (the "Note Ordinance"). The Promissory Note is subject to redemption prior to maturity on any date at the option of the Village and upon not less than five days prior written notice, in such principal amounts as the Village shall determine, at a redemption price equal to the principal amount thereof to be redeemed, together with accrued interest to the redemption date. This Promissory Note is a general obligation of the Village payable from available and unrestricted funds of the Village and such funds are pledged to the punctual payment of the principal of and interest on this Promissory Note. Neither the full faith and credit nor the taxing power of the Village are pledged as security for the payment of the Promissory Note. This Promissory Note is transferable only to any successor in interest to or assignee of the registered owner and only upon such registration books maintained by the Village. All of the covenants and agreements of the Village contained in the Note Ordinance are incorporated by reference as part of this Promissory Note. 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 Promissory Note in order to make it a legal, valid and binding obligation of the Village -6- US 126323683v2 226669-00007 4/28/2017 3:33 PM have been done, exist and have been performed in regular and due time, form and manner as required by law, and this Promissory Note, together with all other indebtedness of the Village, is within every debt or other limit prescribed by law. IN WITNESS WHEREOF, the Village of Elk Grove Village has caused this Promissory Note to be executed in its name and on its behalf by the manual or facsimile signature of its Mayor or Director of Finance, 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: May 24, 2017 VILLAGE OF ELK GROVE VILLAGE [Mayor] [Director of Finance] Attest: Village Clerk = f I i I I I i I, -7- US 126323683v2 226669-00007 4/28/2017 3:33 PM I Section 11. Note Payment Fund. All moneys to be used for the payment of the principal of and interest on the Promissory Note shall be deposited in the "2017 Note Payment 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 Internal Revenue Code of 1986. The moneys deposited or to be deposited into the 2017 Note Payment Fund are pledged as security for the payment of the principal of and interest on the Promissory Note. 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 Promissory Note. All moneys held in the 2017 Note Payment 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 12. Note Proceeds Fund. All of the proceeds of the Loan shall be deposited into the "2017 Note Proceeds Fund", which is hereby established as a special fund of the Village. Moneys in the 2017 Note Proceeds Fund shall be used for the payment of costs of the 2017 Capital Improvement Loan Projects, 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 Promissory Note. Section 13. Investment Regulations. No investment shall be made of any moneys in the 2017 Note Payment Fund or the 2017 Note Proceeds Fund except in I -8- US 126323683v2 226669-00007 4/28/2017 3:33 PM accordance with the tax covenants set forth in Section 14 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 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 14. 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 the Promissory Note to become subject to federal income taxes in addition to federal income taxes to which interest on the Promissory Note is subject on the date of original issuance thereof. The Village shall not permit any of the proceeds of the Promissory Note, or any facilities financed with such proceeds, to be used in any manner that would cause the Promissory Note to constitute a "private activity bond" within the meaning of Section 141 of the Internal Revenue Code of 1986. The Village shall not permit any of the proceeds of the Promissory Note or other moneys to be invested in any manner that would cause the Promissory Note to constitute an "arbitrage bond" within the meaning of Section 148 of the Internal f I -9- US 126323683v2 226669-00007 4/28/2017 3:33 PM 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 15. Terms and Conditions of the Loan. The Village and the Lender agrees to the following terms and conditions: 1. Late Charge If a payment is 10 days or more late, Village will be charged 5.000% of the unpaid portion of the regularly scheduled payment or $50.00, whichever is greater. 2. Default Each of the following shall constitute an event of default ("Event of Default") under the Loan and the Promissory Note: Payment Default. Village fails to make any payment when due under the Promissory Note and fails to cure after Lender notice in accordance with the Cure Provisions paragraph herein. Other Defaults. Village fails to comply with or to perform any other term obligation, covenant or condition contained in any other agreement between Lender and Village. False Statements. Any warranty, representation or statement made or furnished to Lender by Village or on Village's behalf under the Promissory Note or the related documents is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter. i -10- i US 126323683v2 226669-00007 4/28/2017 3:33 PM Insolvency. The insolvency of Village, any assignment for the benefit of creditors, imposition of a debt moratorium or other extraordinary restriction on the repayment when due and payable of the principal of or interest on any debt or obligations of the Village by the Village or any court or governmental authority with appropriate jurisdiction, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Village. Cure Provisions. Any default may be cured if Village, after Lender sends written notice to Village demanding cure of such default: (1) cures the default within fifteen (15) days of receipt of written notice; or (2) if the cure requires more than fifteen (15) days, immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical. Effect of Event of Default. If any Event of Default occurs and fails to be cured, Lender shall have the option to terminate all commitments and obligations of Lender under the Promissory Note (including any obligation to make further advances or disbursements), and, at Lender's option and upon not less than ninety (90) days prior written notice to Village, all indebtedness shall become due and payable. In addition, Lender shall have all the rights and remedies available under the Promissory Note, at law or in equity. This provision shall not be invoked with respect to a Payment Default E unless Lender provides notice and Village fails to cure in accordance with the Cure Provisions paragraph herein. i i i -11- US 126323683v2 226669-00007 4/28/2017 3:33 PM 3. Interest After Default Upon an Event of Default (as defined herein), failure to pay upon final maturity, the interest rate on the Promissory Note shall be increased by 4.000%. However, in no event will the interest rate exceed 12%. This provision shall not be invoked with respect to a Payment Default unless Lender provides notice and Village fails to cure in accordance with the Cure Provisions paragraph herein. 4. Reporting For as long as the Promissory Note is outstanding, the Village will annually provide Lender its Audited Financial Statements within 210 days after the end of the fiscal year. This requirement is satisfied by posting the Audited Financial Statements on the Village's website. 5. Jury Waiver To the extent permitted by law, Lender and Village hereby waive the right to any jury trial in any action, proceeding, or counterclaim brought by either Lender or Village against the other. 6. Governing Law The Promissory Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal law, the laws of the State of Illinois without regard to its conflicts of law provisions. The Promissory Note has been accepted by Lender in the State of Illinois. 7. Choice of Venue i If there is a lawsuit, Village and Lender agree upon request of the other to submit to the jurisdiction of the courts of Cook County, State of Illinois. -12- US 126323683v2 226669-00007 4/28/2017 3:33 PM 8. Change in Corporate Tax Rate On and after the Margin Rate Factor Date, so long as the Promissory Note does not bear interest at the Taxable Rate, the interest rate of the Promissory Note will automatically be multiplied by the Margin Rate Factor. "Margin Rate Factor" means, for any day, the greater of (i) 1.0 and (ii) the product of (a) one minus the applicable Maximum Federal Corporate Tax Rate as defined below multiplied by (b) 1.53846. The Margin Rate Factor shall be 1.0 so long as the Maximum Federal Corporate Tax Rate shall be 35% and thereafter shall increase from time to time effective as of the effective date of any decrease in the Maximum Federal Corporate Tax Rate. "Margin Rate Factor Date" means the effective date of the decrease in the Maximum Federal Corporate Tax Rate from a rate of 35%. "Maximum Federal Corporate Tax Rate" means, for any day, the maximum rate of income taxation imposed on corporations pursuant to Section 11(b) of the Internal Revenue Code of 1986, as in effect as of such day (or, if as a result of a change in the Internal Revenue Code of 1986, the rate of income taxation imposed on corporations shall not be applicable to the Lender, the maximum statutory rate of federal income taxation which could apply to the Lender as of such day). 9. Taxability Gross-Up "Prior Taxable Period' means, with respect to the Promissory Note, the period which elapses from the earliest date on which the interest on the Promissory Note is includable in the gross income of the holder thereof (which may be as early as the date of original issuance) to the Taxable Date. I i i -13- US 126323683v2 226669-00007 4/28/2017 3:33 PM "Taxable Rate" means, for each day, the product of (i) the interest rate on the Promissory Note for such day and (ii) the applicable Taxable Rate Factor. "Taxable Rate Factor" means, for each day that the Taxable Rate is determined, the quotient of (i) one divided by (ii) one minus the Maximum Federal Corporate Tax Rate in effect as of such day, rounded upward to the fifth decimal place. If at any time all or any portion of the interest on the Promissory Note is includable in the gross income of the Lender and the Lender (i) receives notice, in any form, from the Internal Revenue Service; or (ii) reasonably determines, based on an opinion of independent tax counsel selected by the Lender and approved by the Village, which approval the Village shall not unreasonably withhold, that the Lender may not exclude all or any part of the interest on the Promissory Note from federal gross income (the date of such notice or opinion, the "Taxable Date"), then the Village shall pay to the Lender, within 90 days after the Lender notifies the Village of such determination, (A) an amount equal to the difference between (x) the amount of interest actually paid on the Promissory Note during the Prior Taxable Period and (y) the amount of interest that would have been paid on the Promissory Note during the Prior Taxable Period had the Promissory Note borne interest at the Taxable Rate plus (B) an amount equal to penalties, fines, interest and additions to tax (including all federal, state and local taxes imposed on the interest on the Promissory Note due and through the Taxable Date) that i are imposed on the interest on the Promissory Note or the holder thereof as a result of the loss of the exclusion, as will restore the holder thereof the same after-tax yield on the Promissory Note that it would have realized had the exclusion not been lost. Additionally, the Village agrees that commencing on the Taxable Date, interest shall I -14- US 126323683v2 226669-00007 4/28/2017 3:33 PM accrue on the Promissory Note at the Taxable Rate. This Section 15.9 shall survive the payment in full of the Promissory Note. 10 Capital Adequacy/Increased Regulatory Costs "Change in Lav✓' means the occurrence, after the date of issuance of the Promissory Note, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any governmental authority, or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, regulations, guidelines or directives thereunder or issued in connection therewith shall be deemed to be a "Change in Law", regardless of the date enacted, adopted or issued and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to any Basel accord, shall in each case be deemed to be a "Change in Law," regardless of the date enacted, adopted or issued. Increased Cost. (a) A Change in Law shall occur which shall: (i) limit the deductibility of interest on funds obtained by the Lender to pay any of its liabilities or subject the Lender to any tax, duty, charge, deduction or withholding in respect of the Promissory Note, except such taxes as may be measured by the overall net income or gross receipts of the Lender or its lending i I US 126323683v2 226669-00007 4/28/2017 3:33 PM I branches and imposed by the jurisdiction, or any political subdivision or taxing authority thereof, in which the Lender's principal executive office or its lending branch is located; (ii) on or with respect to payments relating to the Promissory Note, or any amount paid or to be paid by the Lender hereunder (other than any tax measured by or based upon the overall net income of the Lender imposed by any jurisdiction having control over the Lender); (iii) impose, modify, require, make or deem applicable to the Lender any reserve requirement, capital requirement, special deposit requirement, insurance assessment or similar requirement against any assets held by, deposits with or for the account of, or loans, letters of credit or commitments by, an office of the Lender; (iv) change the basis of taxation of payments due the Lender with respect to the Promissory Note (other than by it change in taxation of the overall net income of the Lender); (v) impose upon the Lender any other condition with respect to such amount paid or payable to or by the Lender or with respect to the Promissory Note; and the result of any of the foregoing is to increase the cost to the Lender of making any payment hereunder or with respect to the Promissory Note or maintaining its commitment with respect the Promissory Note, or to reduce the amount of any payment (whether of principal, interest or otherwise) receivable by the Lender the Promissory Note, or to reduce the rate of return on the capital of the Lender or to require the Lender -16- US-]26323683v2226669-00007 4/28/2017 3:33 PM to make any payment on or calculated by reference to the gross amount of any sum received by it, then, (1) the Lender shall promptly notify the Village in writing of the happening of such event; (2) the Lender shall promptly deliver to the Village a certificate stating the amount of such increased cost, reduction or payment; and (3) the Village shall pay to the Lender within 90 days after the Lender provides such certificate, such an amount or amounts as will compensate the Lender for such additional cost, reduction or payment; provided that the Village shall not be required to compensate the Lender for any increased costs incurred or reductions suffered more than nine (9) months prior to the date that the Lender notifies the Village of the Change in Law giving rise to such increased costs or reductions, and of the Lender's intention to claim compensation therefor (except that if the Change in Law giving rise to such increased costs or reductions is retroactive, then the nine-month period referred to above shall be extended to include the period of retroactive effect thereof). In determining such amount, the Lender may use any reasonable averaging or attribution methods. This Section 15.10 shall survive the payment in full of the Promissory Note. 11 Government Regulations The Lender is subject to the Patriot Act (as hereinafter defined) and hereby notifies the Village that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Patriot Act'), the Lender is required to obtain, verify, and record information that identifies the Village, which information includes the name and address of the Village and other information that will allow the Lender to identify the Village in accordance with the Patriot Act. -17- US 126323683v2 226669-00007 4/28/2017 3:33 PM The Village hereby represents and warrants and covenants and agrees (a) that it is not and shall not be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by Office of Foreign Assets Control ("OFAC"), the Department of the Treasury or included in any Executive Orders, that prohibits or limits the Lender from making any advance or extension of credit to the Village or from otherwise conducting business with the Village and (b) to ensure that the proceeds of the Promissory Note shall not be used to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto. Section 16. Ordinance to Constitute a Contract. The provisions of this ordinance shall constitute a contract between the Village, the Lender and any registered owner of the Promissory Note. This ordinance shall constitute full authority for the borrowing pursuant to the Loan and for the issuance of the Promissory Note 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 17. 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. -18- US 126323683v2 226669-00007 4/28/2017 3:33 PM Section 18. Effective Date. This ordinance shall become effective upon its passage and approval. Passed and adopted this 9th day of May, 2017, by roll call vote as follows: AYES: Trustees Franke, Lissner, Petri, Prochno, Czarnik, Feichter NAYS: 0 Absent: 0 APPROVED: Mayor Craig B. Johnson Village of Elk Grove Village ATTEST: Lo tta M. Murphy, Villa e C rk PUBLISHED this 10th day of May 2017 in pamphlet form. (Z -AL) - 4 -19- US 126323683v2 226669-00007 4/28/2017 3:33 PM i I CERTIFICATE I, Loretta M. Murphy, Village Clerk of the Village of Elk Grove Village, Illinois, hereby certify that the foregoing ordinance entitled: "Ordinance Authorizing a $10,000,000 Capital Improvement Loan and Promissory Note 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 May 9, 2017, 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 May 9, 2017, and thereafter published in pamphlet form on May 10, 2017 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 10th day of May, 2017. _ Vil ge Clerk (SEAL) _ -20- US_126323683v2_226669-00007 4/28/2017 3:33 PM �I