O-21-39ORDINANCE NO. 0-21-39
ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATION BONDS, SERIES 2021, OF THE VILLAGE OF DEERFIELD,
ILLINOIS
BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE
VILLAGE OF DEERFIELD, ILLINOIS, AS FOLLOWS:
Section 1. Authority, Purposes and Findings. This ordinance is adopted
pursuant to Section 6 of Article VII of the Illinois Constitution of 1970 for the purposes of
(A) financing the refunding of (i) the $6,590,000 outstanding principal amount of the
General Obligation Bonds, Series 2011 A, of the Village maturing in the years 2022 to
2031, both inclusive (the "2011A Bonds"); (ii) the $8,495,000 outstanding principal
amount of the General Obligation Bonds, Series 2012, of the Village maturing in the
years 2022 to 2031, both inclusive (the "2012 Bonds"); and (iii) the $3,990,000
outstanding principal amount of the General Obligation Bonds, Series 2013, of the
Village maturing or subject to mandatory redemption in the years 2022 to 2031, both
inclusive (the "2013 Bonds" and together with the 2011A Bonds and the 2012 Bonds,
the "Prior Bonds") and (B) for financing a portion of the costs of the following capital
improvement projects (the "Projects"):
150221914v3 223788-00031
1. The Village's street rehabilitation program, at an estimated cost of
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2. The Waukegan Road water main improvement project, at an estimated
cost of $3,300,000.
3. The improvement of the Deerfield Wastewater Reclamation Facility, at an
estimated cost of $800,000.
4. The replacement of water meter heads, at an estimated cost of
$1,200,000.
5. Sanitary and storm sewer lining improvements, at an estimated cost of
$1,000,000.
The foregoing purposes are public purposes and are authorized to be made or
undertaken by the Village of Deerfield, Illinois.
Section 2. Refunding Plan. The Village determines to refund the Prior
Bonds. The Village elects to redeem the Prior Bonds on December 1, 2021, or as soon
thereafter as possible, at the redemption price of par.
The Village President, the Village Manager, the Finance Director 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. Appropriations. The sum of $7,028,919.70 is appropriated to
meet a portion of the costs of the Projects. The sum of $19,219,967.25 is appropriated
to meet the costs of refunding the Prior Bonds. Such appropriations are inclusive of
amounts to pay the costs of issuance of the bonds herein authorized.
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Section 4. Authorization of Bonds. 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 the appropriations provided for in Section 3 of this ordinance, unlimited tax
general obligation bonds of the Village are authorized to be issued and sold in an
aggregate principal amount of $23,245,000 (the "2021 Bonds").
The 2021 Bonds shall be issued as a single series of bonds of the Village and
shall be designated as the "General Obligation Bonds, Series 2021."
Section 5. Terms of Bonds. The 2021 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 2021 Bonds. Unless otherwise determined in the order to authenticate the 2021
Bonds, each 2021 Bond delivered upon the original issuance of the 2021 Bonds shall
be dated as of October 27, 2021. Each 2021 Bond thereafter issued upon any transfer,
exchange or replacement of 2021 Bonds shall be dated so that no gain or loss of
interest shall result from such transfer, exchange or replacement.
The 2021 Bonds shall mature on December 1 in each year shown in the following
table in the respective principal amount set forth opposite each such year and the 2021
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
2022
$ 835,000
5.00%
2023
895,000
5.00
2024
970,000
5.00
2025
1,030,000
5.00
2026
1,100,000
5.00
2027
1,175,000
5.00
2028
975,000
5.00
2029
2,795,000
5.00
2030
2,950,000
5.00
2031
3,470,000
2.00
2032
950,000
2.00
2033
970,000
2.00
2034
985,000
2.00
2035
1,005,000
2.00
2036
1,025,000
2.00
2037
1,045,000
2.00
2038
1,070,000
2.00
Each 2021 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 December 1, 2021 and semiannually thereafter on each June 1
and December 1 at the rates per annum herein determined.
The principal of the 2021 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 2021 Bonds. Interest on the 2021
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 15th day of the calendar month next preceding the applicable interest payment date.
Interest on the 2021 Bonds shall be paid by check or draft mailed to such registered
in
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 2021 Bonds maturing on or after December 1, 2031 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 December 1, 2030 and on any date
thereafter, at a redemption price equal to the principal amount thereof to be redeemed.
In the event of the redemption of less than all the 2021 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 2021 Bond of such maturity
a distinctive number for each $5,000 principal amount of such 2021 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 2021 Bonds to be redeemed. The
2021 Bonds to be redeemed shall be the 2021 Bonds to which were assigned numbers
so selected; provided that only so much of the principal amount of each 2021 Bond shall
be redeemed as shall equal $5,000 for each number assigned to it and so selected.
Notice of the redemption of 2021 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 2021 Bonds to be redeemed at their last addresses appearing on said
registration books. The 2021 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 2021 Bonds or portions thereof to be redeemed, together
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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 2021 Bonds or portions thereof
shall cease to accrue and become payable. If there shall be drawn for redemption less
than all of a 2021 Bond, the Village shall execute and the bond registrar shall
authenticate and deliver, upon the surrender of such 2021 Bond, without charge to the
owner thereof, in exchange for the unredeemed balance of the 2021 Bond so
surrendered, 2021 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 2021 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 2021 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 2021 Bond.
Section 6. Library Bonds Allocation. A portion of the 2011A Bonds and a
portion of the 2013 Bonds were issued to finance improvements to the Deerfield Public
Library. The Village hereby determines that the following principal amounts of the 2021
Bonds are allocated to the purpose of refunding Prior Bonds issued for the improvement
of the Deerfield Public Library and are designated as "Library Bonds."
0
Maturity Principal Amount
2022
$430,000
2023
455,000
2024
480,000
2025
505,000
2026
530,000
2027
560,000
2028
590,000
2029
630,000
2030
665,000
2031
585,000
Section 7. Sale and Delivery. The 2021 Bonds are sold to The Baker Group,
as purchaser, at a price of $26,248,886.95 and accrued interest from their date to the
date of delivery and payment therefor. The Official Statement prepared with respect to
the 2021 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 Village President, 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 2021
Bonds, including the proper execution and delivery of the 2021 Bonds and the Official
Statement.
Section 8. Execution and Authentication. Each 2021 Bond shall be
executed in the name of the Village by the manual or authorized facsimile signature of
its Village President 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.
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In case any officer whose signature, or a facsimile of whose signature, shall
appear on any 2021 Bond shall cease to hold such office before the issuance of the
2021 Bond, such 2021 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
2021 Bond had not ceased to hold such office. Any 2021 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 2021 Bond such person
may not have held such office. No recourse shall be had for the payment of any 2021
Bonds against any officer who executes the 2021 Bonds.
Each 2021 Bond shall bear thereon a certificate of authentication executed
manually by the bond registrar. No 2021 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 9. Transfer, Exchange and Registry. The 2021 Bonds shall be
negotiable, subject to the provisions for registration of transfer contained herein. Each
2021 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 2021 Bond, the Village shall execute and
the bond registrar shall authenticate and deliver a new 2021 Bond or 2021 Bonds
registered in the name of the transferee, of the same aggregate principal amount,
maturity and interest rate as the surrendered 2021 Bond. 2021 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 2021 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 2021 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
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 2021 Bonds.
The Village and the bond registrar may deem and treat the person in whose
name any 2021 Bond shall be registered upon the registration books as the absolute
owner of such 2021 Bond, whether such 2021 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 2021 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.
In
Section 10. 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 2021 Bonds. The 2021 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 2021 Bonds and the interest thereon, without
limitation as to rate or amount.
Section 11. Form of Bonds. The 2021 Bonds shall be issued as fully
registered bonds and shall be in substantially the following form, the blanks to be
appropriately completed when the 2021 Bonds are printed.
No.
United States of America
State of Illinois
Counties of Cook and Lake
VILLAGE OF DEERFIELD
GENERAL OBLIGATION BOND,
SERIES 2021
INTEREST RATE MATURITY DATE
DATED DATE CUSIP
% December 1, 20_ '2021
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The VILLAGE OF DEERFIELD, a municipal corporation and a home rule unit of
the State of Illinois situate in the Counties of Cook and Lake, 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
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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 December 1, 2021 and semiannually thereafter on June 1 and December 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 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
$23,245,000, 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 President and Board of Trustees of the Village on October 4,
2021 and entitled: "Ordinance Authorizing the Issuance of General Obligation Bonds,
Series 2021, of the Village of Deerfield, Illinois."
The bonds of such series maturing on or after December 1, 2031 are subject to
redemption prior to maturity at the option of the Village and upon notice as herein
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provided, in such principal amounts and from such maturities as the Village shall
determine and by lot within a single maturity, on December 1, 2030 and on any date
thereafter, at a redemption price equal to the principal amount thereof to be redeemed.
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 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
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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 Deerfield has caused this bond to be
executed in its name and on its behalf by the manual or facsimile signature of its Village
President, 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: , 2021
CERTIFICATE OF AUTHENTICATION
This bond is one of the General
Obligation Bonds, Series 2021,
described in the within mentioned
Ordinance.
U.S. Bank National Association, as
Bond Registrar
Authorized Signer
VILLAGE OF DEERFIELD
Village President
Attest:
Village Clerk
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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:
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Section 12. Levy and Extension of Taxes. For the purpose of providing the
money required to pay the interest on the 2021 Bonds when and as the same falls due
and to pay and discharge the principal thereof as the same shall mature, there is hereby
levied upon all the taxable property in the Village, in each year while any of the 2021
Bonds shall be outstanding, a direct annual tax sufficient for that purpose in addition to
all other taxes, as follows:
A Tax Sufficient to Produce
Tax Levy
Village Bonds
Library Bonds
Total Levy for
Year
Portion
Portion
2021 Bonds
2021
$ 997,700
$683, 950
$1,681,650
2022
1,012,450
687,450
1,699,900
2023
1,040,450
689,700
1,730,150
2024
1,050,950
690,700
1,741,650
2025
1,069,700
690,450
1,760,150
2026
1,086,200
693,950
1,780,150
2027
825,450
695,950
1,521,400
2028
2,586,200
706,450
3,292,650
2029
2,597,950
709,950
3,307,900
2030
3,083,700
596,700
3,680,400
2031
1,091,000
1,091,000
2032
1,092,000
1,092,000
2033
1,087,600
1,087,600
2034
1,087,900
1,087,900
2035
1,087,800
1,087,800
2036
1,087,300
1,087,300
2037
1,091,400
1,091,400
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.
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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 the County Clerk of Cook County, Illinois and the County Clerk of
Lake 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
2021 to 2037 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 2021 Bonds herein authorized as the same
become due and payable.
Section 13. Taxes Levied for Prior Bonds. After the issuance of the 2021
Bonds authorized by this ordinance the Village Treasurer shall file with the County Clerk
of Cook County and the County Clerk of Lake County, certificates listing the Prior Bonds
and the taxes theretofore levied for the payment of the principal of and interest on the
Prior Bonds and said certificates shall direct the abatement of such taxes.
Section 14. Escrow Deposit Agreement. The form of 2021 Escrow Deposit
Agreement by and between the Village 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 15. Application of Proceeds. The proceeds of sale of the 2021
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 payment of (i) the
redemption price of each Prior Bond on its redemption date; and (ii) the interest
to become due and payable on each Prior Bond on its redemption date.
2. To the 2021 Capital Improvement Fund established by this
ordinance, the amount of such proceeds of sale remaining after making foregoing
payment.
Section 16. Debt Service Fund. Moneys derived from taxes herein levied (the
"Tax Receipts") are appropriated and set aside for the purpose of paying principal of
and interest on the 2021 Bonds when and as the same come due. All of such Tax
Receipts, and all other moneys to be used for the payment of the principal of and
interest on the 2021 Bonds, shall be deposited in the "2021 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 Internal Revenue Code of 1986. On the date of
issuance of the 2021 Bonds, the Village shall deposit into the 2021 Debt Service Fund
an amount sufficient to pay the interest on the 2021 Bonds due on December 1, 2021.
The Tax Receipts and all other moneys deposited or to be deposited into the
2021 Debt Service Fund, are pledged as security for the payment of the principal of and
interest on the 2021 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
INDIA
of the 2021 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 17. Capital Improvement Fund. The "2021 Capital Improvement
Fund" is hereby established as a special fund of the Village. Moneys in the 2021
Capital Improvement Fund shall be used for the payment of costs of the Projects and for
the payment of costs of issuance of the 2021 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 2021 Bonds.
Section 18. Investment Regulations. No investment shall be made of any
moneys in the 2021 Debt Service Fund, the 2021 Escrow Fund or the 2021 Capital
Improvement Fund except in accordance with the tax covenants set forth in Section 19
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
SLoll
Finance and agents designated by him 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 19. 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 2021 Bond to become subject to federal income taxes in addition to federal
income taxes to which interest on such 2021 Bond is subject on the date of original
issuance thereof.
The Village shall not permit any of the proceeds of the 2021 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
Internal Revenue Code of 1986.
The Village shall not permit any of the proceeds of the 2021 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 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 20. Continuing Disclosure. For the benefit of the beneficial owners of
the 2021 Bonds, the Village covenants and agrees to provide to the Municipal Securities
Rulemaking Board (the "MSRB") for disclosure on the Electronic Municipal Market
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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 2021 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
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opinions, the issuance by the Internal Revenue Service of proposed or 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 2021
Bonds, or other events affecting the tax-exempt status of the 2021 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 2021 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
(12), 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
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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 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 2021 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
2021 Bonds and the Village remains an "obligated person" under the Rule with respect
to the 2021 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
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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 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 2021 Bonds.
Section 21. Bond Registrar. The Village covenants that it shall at all times
retain a bond registrar with respect to the 2021 Bonds, that it will maintain at the
designated office of such bond registrar a place where 2021 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
2021 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 2021 Bond so authenticated but with respect to
all the 2021 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 2021 Bonds.
INIM
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 2021 Bonds
within twenty days after such appointment.
Section 22. Book -Entry System. In order to provide for the initial issuance of
the 2021 Bonds in a form that provides for a system of book -entry only transfers, the
ownership of one fully registered 2021 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 2021
Bonds. The Finance Director 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 2021 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
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If the system of book -entry only transfers for the 2021 Bonds is discontinued,
then the Village shall issue and the bond registrar shall authenticate, register and
deliver to the beneficial owners of the 2021 Bonds, bond certificates in replacement of
such beneficial owners' beneficial interests in the 2021 Bonds, all as shown in the
records maintained by the securities depository.
Section 23. Defeasance and Payment of Bonds. (A) If the Village shall pay
or cause to be paid to the registered owners of the 2021 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 2021 Bonds shall be discharged and satisfied.
(B) Any 2021 Bonds or interest installments appertaining thereto, whether at
or prior to the maturity or the redemption date of such 2021 Bonds, shall be deemed to
have been paid within the meaning of paragraph (A) of this Section if (1) in case any
such 2021 Bonds are to be redeemed prior to the maturity thereof, there shall have
been taken all action necessary to call such 2021 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 and
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interest due and to become due on said 2021 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, or (iii) non -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.
Section 24. Ordinance to Constitute a Contract. The provisions of this
ordinance shall constitute a contract between the Village and the registered owners of
the 2021 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 2021
Bonds. All of the 2021 Bonds, regardless of the time or times of their issuance, shall be
of equal rank without preference, priority or distinction of any of the 2021 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 2021 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
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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 25. Publication. The Village Clerk is hereby authorized and directed
to publish this ordinance in pamphlet form and to file copies thereof for public inspection
in his office.
Section 26. Effective Date. This ordinance shall become effective upon its
passage, approval and publication in pamphlet form.
Passed and adopted this 4t" day of October, 2021, -by roll call vote as follows:
Ayes: Jester, Metts-Childers, Oppenheim, Seiden, Benton, Jacoby
Nays: None
Published in pamphlet form: October 5, 2021
Attest:
Village Clrk
Approved: October 4, 2021
Village President
m7
VILLAGE OF DEERFIELD
CERTIFICATE
I, Daniel Van Dusen, Deputy Village Clerk of the Village of Deerfield, Illinois, hereby
certify that the foregoing ordinance entitled: "Ordinance Authorizing the Issuance of General
Obligation Bonds, Series 2021, of the Village of Deerfield, 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 President and Board of Trustees of the Village at a meeting thereof that
was duly called and held at 7:30 p.m. on October 4, 2021, at the Village Hall, 850 Waukegan
Road, 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 Village President on October 4,
2021, and thereafter published in pamphlet form on October 5, 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 t3"\ day of Oc, Obe-' _ , 2021.
.(SEAL ,
�y lS �'YI l6ti."- i�'�.•
L---
DANIEL VAN DUSEN
Deputy Village Clerk
850 WAUKEGAN ROAD DEERFIELD, ILLINOIS 60015 TELEPHONE 847.945.5000 FAX 847.945.0214
COOK COUNTY FILING CERTIFICATE
STATE OF ILLINOIS )
) ss
COUNTY OF COOK )
I, Karen A. Yarbrough, County Clerk of Cook County, Illinois, do hereby certify
that on the 14th day of October, 2021, there was filed in my office Ordinance No. 0-21-39 of the
Village of Deerfield, Illinois, entitled:
ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATION BONDS, SERIES 2021, OF THE VILLAGE OF
DEERFIELD, ILLINOIS
, which ordinance levies taxes in the Village of Deerfield for the years 2021 to 2037, inclusive,
for the purpose of paying principal of and interest on the bonds described in said ordinance.
WITNESS my official signature and the seal of Cook County this 14th day of
October, 2021.
S
County Clerk of Cook County, Illinois
(SEAL)
G 0 O t
OQ C
O
G
Q uP'�• 2
W y
150221903v2 223788-00031
LAKE COUNTY FILING CERTIFICATE
STATE OF ILLINOIS )
) ss
COUNTY OF LAKE )
I, Ro i>:1 M. O'Connor, County Clerk of Lake County, Illinois, do hereby certify
that on the — day of October, 2021, there was filed in my office Ordinance
No. - 2-(^ 3 of the Village of Deerfield, Illinois, entitled:
ORDINANCE AUTHORIZING THE ISSUANCE OF GENERAL
OBLIGATION BONDS, SERIES 2021, OF THE VILLAGE OF
DEERFIELD, ILLINOIS
, which ordinance levies taxes in the Village of Deerfield for the years 2021 to 2037, inclusive,
for the purpose of paying principal of and interest on the bonds described in said ordinance.
WITNESS my official signature and the seal of Lake County this % day of
October, 2021.
,�o,�, rn. &O&Wr ov
County Clerk of Lake County, Illinois
(SEAL)
150221897v1 223788-00031